Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | Diversey Holdings, Ltd. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001831617 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||||||||
Cash and cash equivalents | $ 68.8 | $ 192.9 | $ 128.3 | |||||
Trade receivables, net of allowance for doubtful accounts of $28.7 in 2020 and $21.5 in 2019 | 403.9 | 342 | 426.3 | |||||
Other receivables | 51.8 | 71 | 88.3 | |||||
Inventories (Note 6) | 327.5 | 282.4 | 209 | |||||
Prepaid expenses and other current assets (Note 6) | 63.6 | 62 | 71.4 | |||||
Total current assets | 915.6 | 950.3 | 923.3 | |||||
Property and equipment, net (Note 7) | 187.9 | 188.3 | 172.2 | |||||
Goodwill | 459.5 | 467 | 416.9 | $ 417.3 | ||||
Intangible assets, net (Note 8) | 2,193.8 | 2,311.4 | 2,262.9 | |||||
Other non-current assets | 338.9 | 369.1 | 438.2 | |||||
Total assets | 4,095.7 | 4,286.1 | 4,213.5 | |||||
Current liabilities: | ||||||||
Short-term borrowings (Note 10) | 16.5 | 0.4 | 0.6 | |||||
Current portion of long-term debt (Note 10) | 11.4 | 13.2 | 11.2 | |||||
Accounts payable | 396.8 | 404.6 | 419.6 | |||||
Accrued restructuring costs (Note 20) | 15.9 | 26.3 | 13.4 | |||||
Other current liabilities (Note 6) | 512.4 | 448.8 | ||||||
Total current liabilities | 832.7 | 956.9 | 893.6 | |||||
Long-term debt, less current portion | 1,966.4 | 2,686.7 | 2,510.7 | |||||
Preferred equity certificates (Note 11) | 0 | 641.7 | 588.4 | |||||
Deferred taxes (Note 16) | 164.1 | 181.1 | 221 | |||||
Other non-current liabilities (Note 6) | 563.6 | 328.3 | 321 | |||||
Total liabilities | 3,526.8 | 4,794.7 | 4,534.7 | |||||
Commitments and contingencies (Note 17) | ||||||||
Stockholders' equity: | ||||||||
Preferred shares, $0.0001 par value per share, 200,000,000 and 0 shares authorized, 0 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 0 | ||||||
Additional paid-in capital | 1,433.7 | 247.2 | 242.2 | |||||
Accumulated deficit | (684.4) | (545.3) | (501.1) | |||||
Accumulated other comprehensive loss (Note 21) | (180.4) | (212.7) | (64.5) | |||||
Total stockholders' equity | 568.9 | $ 624.2 | (508.6) | $ (411.3) | $ (400.5) | (321.2) | $ (356.9) | $ (44.3) |
Total liabilities and stockholders' equity | $ 4,095.7 | $ 4,286.1 | $ 4,213.5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | |||
Allowance for doubtful accounts | $ 25.4 | $ 28.7 | $ 21.5 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 200,000,000 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Operations | |||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
Cost of sales | 403.9 | 410.9 | 1,173.5 | 1,150 | 1,559.4 | 1,522.1 | 1,570.6 |
Gross profit | 261 | 270.2 | 773 | 811.8 | 1,069.8 | 1,101.8 | 1,117.5 |
Selling, general and administrative expenses | 193.2 | 189 | 642.5 | 582.9 | 768.2 | 855.6 | 883.8 |
Transition and transformation costs | 7.5 | 11.2 | 33.1 | 20 | 42.5 | 52.8 | 120.6 |
Management fee (Note 18) | 0 | 1.8 | 19.4 | 5.6 | 7.5 | 7.5 | 7.5 |
Share-based compensation expense | 16 | 0.6 | 99.3 | 1.2 | 67.5 | 3 | |
Amortization of intangible assets | 24.2 | 24.8 | 72.6 | 74 | 98.2 | 93.7 | 91.2 |
Impairment of goodwill (Note 8) | 68.5 | ||||||
Restructuring costs | 19.8 | 2 | 22.4 | 5.3 | 25.6 | 19.8 | 24.9 |
Merger and acquisition-related costs | 0 | 0.9 | 0 | 0.9 | 1 | 0.3 | 7.3 |
Operating income (loss) | 16.3 | 40.5 | (17) | 123.1 | 59.3 | 69.1 | (86.3) |
Interest expense | 25.8 | 32.4 | 97.4 | 94.8 | |||
Interest expense | 127.7 | 141 | 135.2 | ||||
Gain on sale of business and investments (Note 5) | (13) | ||||||
Foreign currency (gain) loss related to Argentina subsidiaries | (2.9) | (0.3) | (2.7) | 0.3 | 1.6 | 11.4 | 2.4 |
Other (income) expense, net (Note 6) | 0.7 | (11.7) | 4.8 | (29.2) | (40.7) | 6 | 0.8 |
Income (loss) before income tax provision (benefit) | (22.9) | 20.1 | (132.1) | 57.2 | (29.3) | (76.3) | (224.7) |
Income tax provision (benefit) | 19.2 | 7.1 | 7 | 23.9 | 9.2 | 32.7 | 14.4 |
Net income (loss) | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Basic and diluted loss per share (Note 23) | $ (0.16) | $ (0.77) | $ (1.69) | ||||
Basic and diluted weighted average shares outstanding (Note 23) | 243.2 | 141.7 | 141.3 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||||
Net income (loss) | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Other comprehensive (loss) income: | |||||||
Pension and post-employment benefits | 0 | (0.8) | 0 | (1.2) | (29) | (2.7) | (11.1) |
Cash flow hedging activities, net of tax | (4.1) | 1.5 | 1 | (21.8) | (19.8) | 3.2 | 0.9 |
Foreign currency translation adjustments | (23) | (29.5) | 31.3 | (99.7) | (99.4) | 29.8 | (80) |
Other comprehensive income (loss) | (27.1) | (28.8) | 32.3 | (122.7) | (148.2) | 30.3 | (90) |
Comprehensive income (loss) | $ (69.2) | $ (15.8) | $ (106.8) | $ (89.4) | $ (186.7) | $ (78.7) | $ (329.1) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||
Pension plans and post-employment benefits, taxes | $ 13.9 | $ (1.7) | $ 2.6 |
Cash flow hedging activities, taxes | $ 6.3 | $ (2) | $ 0.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder Equity - USD ($) $ in Millions | Common Stock | Additional Paid-in CapitalAdoption of ASC 326 | Additional Paid-in Capital | Accumulated DeficitAdoption of ASC 326 | Accumulated Deficit | Accumulated Other Comprehensive LossAdoption of ASC 326 | Accumulated Other Comprehensive Loss | Adoption of ASC 326 | Total |
Balance at Dec. 31, 2017 | $ 1.1 | $ 112.2 | $ (153) | $ (4.6) | $ (44.3) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity contributions | 16.7 | 16.7 | |||||||
Pension plans and post-employment benefits | (11.1) | (11.1) | |||||||
Cash flow hedging activities, net of tax | 0.9 | 0.9 | |||||||
Foreign currency translation adjustments | (80) | (80) | |||||||
Net income (loss) | (239.1) | (239.1) | |||||||
Exchange of preferred equity certificates for ordinary shares | 16.7 | 16.7 | |||||||
Balance at Dec. 31, 2018 | 1.1 | 128.9 | (392.1) | (94.8) | (356.9) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Pension plans and post-employment benefits | (2.7) | (2.7) | |||||||
Cash flow hedging activities, net of tax | 3.2 | 3.2 | |||||||
Foreign currency translation adjustments | 29.8 | 29.8 | |||||||
Net income (loss) | (109) | (109) | |||||||
Conversion of debenture loans to equity | 1.1 | 113.2 | 114.3 | ||||||
Equity redemptions | (1.3) | (1.3) | |||||||
Share-based compensation | 1.4 | 1.4 | |||||||
Balance at Dec. 31, 2019 | 2.2 | 242.2 | (501.1) | (64.5) | (321.2) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cash flow hedging activities, net of tax | $ 0 | $ 0 | $ (21.8) | $ 0 | (21.8) | ||||
Foreign currency translation adjustments | 0 | 0 | (99.7) | (99.7) | |||||
Net income (loss) | 0 | 33.3 | 0 | 33.3 | |||||
Balance at Sep. 30, 2020 | 0 | 247.2 | (5.7) | (473.5) | 0 | (187.2) | (5.7) | (411.3) | |
Balance at Dec. 31, 2019 | 2.2 | 242.2 | (501.1) | (64.5) | (321.2) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity contributions | 5 | 5 | |||||||
Pension plans and post-employment benefits | (29) | (29) | |||||||
Cash flow hedging activities, net of tax | (19.8) | (19.8) | |||||||
Foreign currency translation adjustments | (99.4) | (99.4) | |||||||
Net income (loss) | (38.5) | (38.5) | |||||||
Exchange of preferred equity certificates for ordinary shares | 5 | $ 5 | |||||||
Adoption of new accounting standard Topic ASC 326 | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Balance at Dec. 31, 2020 | 2.2 | 247.2 | (5.7) | (545.3) | (212.7) | (5.7) | $ (508.6) | ||
Balance at Jun. 30, 2020 | 242.2 | (486.5) | (158.4) | (400.5) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cash flow hedging activities, net of tax | 0 | 0 | 1.5 | 1.5 | |||||
Foreign currency translation adjustments | 0 | 0 | (29.5) | (29.5) | |||||
Net income (loss) | 0 | 13 | 0 | 13 | |||||
Balance at Sep. 30, 2020 | $ 0 | 247.2 | (5.7) | (473.5) | $ 0 | (187.2) | (5.7) | (411.3) | |
Balance at Dec. 31, 2020 | $ 2.2 | 247.2 | $ (5.7) | (545.3) | (212.7) | $ (5.7) | (508.6) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity contributions | 620.9 | 0 | 0 | 620.9 | |||||
Cash flow hedging activities, net of tax | 0 | 0 | 1 | 1 | |||||
Foreign currency translation adjustments | 0 | 0 | 31.3 | 31.3 | |||||
Net income (loss) | 0 | (139.1) | 0 | (139.1) | |||||
Share-based compensation | 67.1 | 0 | 0 | 67.1 | |||||
Effect of reorganization transactions | (39.6) | 0 | 0 | (41.8) | |||||
Issuance of ordinary shares sold in IPO, net of offering costs | 725.7 | 0 | 0 | 725.7 | |||||
Exchange of preferred equity certificates for ordinary shares | 620.9 | 0 | 0 | 620.9 | |||||
Conversion of share-based awards | 68.1 | 0 | 0 | 68.1 | |||||
Tax receivable agreement | (255.7) | 0 | 0 | (255.7) | |||||
Adoption of new accounting standard Topic ASC 326 | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Balance at Sep. 30, 2021 | 1,433.7 | (684.4) | (180.4) | 568.9 | |||||
Balance at Jun. 30, 2021 | 1,419.8 | (642.3) | (153.3) | 624.2 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Cash flow hedging activities, net of tax | 0 | 0 | (4.1) | (4.1) | |||||
Foreign currency translation adjustments | 0 | 0 | (23) | (23) | |||||
Net income (loss) | 0 | (42.1) | 0 | (42.1) | |||||
Share-based compensation | 13.9 | 0 | 0 | 13.9 | |||||
Balance at Sep. 30, 2021 | $ 1,433.7 | $ (684.4) | $ (180.4) | $ 568.9 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Operating activities: | ||||
Net income (loss) | $ (38.5) | $ (109) | $ (239.1) | |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||||
Depreciation and amortization | 195.6 | 185.5 | 172.1 | |
Impairment of goodwill | 68.5 | |||
Amortization of deferred financing costs and original issue discount | 11.3 | 10.5 | 10.5 | |
Amortization of fair value step up of acquired inventory | 1.9 | 5.3 | ||
Gain on cash flow hedges | (3.2) | (0.7) | ||
Deferred taxes | (28.8) | (29.6) | (25.3) | |
Unrealized foreign exchange (loss) gain | (25.1) | 10.8 | 1.8 | |
Share-based compensation | 67.5 | 3 | ||
Impact of highly inflationary economy - Argentina | 1.6 | 11.4 | 2.4 | |
Provision for bad debts | 11.1 | 4.9 | 6.4 | |
Provision for slow moving inventory | 13.4 | 4.1 | 5.6 | |
Gain on sale of investment in Virox | (13) | |||
Other non-cash, net | 5.1 | |||
Interest expense on preferred equity certificates | 0 | 4.9 | 5.2 | |
Changes in operating assets and liabilities: | ||||
Trade receivables, net | 17 | (83) | 1 | |
Inventories, net | (70.4) | 12.7 | (21.3) | |
Accounts payable | (33.5) | 29.9 | ||
Income taxes, net | (34) | (0.7) | 0.7 | |
Other assets and liabilities, net | 19 | 8.1 | (27.4) | |
Cash provided by (used in) operating activities | 103 | 21.8 | 2.4 | |
Investing activities: | ||||
Business acquired in purchase transactions | (51.2) | (131.6) | ||
Acquisition of AHP Intellectual Property from Virox, net | (6.3) | |||
Diversey acquisition final purchase price settlement | 19.4 | |||
Proceeds from sale of property and equipment and other assets | 0.5 | 3.3 | ||
Dosing and dispensing equipment | (45.6) | (93.4) | (83.2) | |
Capital expenditures | (41.4) | (29) | (44.2) | |
Collection of deferred factored receivables | 66.9 | 80.8 | 12.5 | |
Cash provided by (used in) investing activities | (70.8) | (44.6) | (227.1) | |
Financing activities: | ||||
Issuance of preferred equity certificates | 0 | 3.1 | ||
Payments on preferred equity certificates | (4.5) | |||
Contingent consideration payments | (5.4) | (3.8) | (3.6) | |
(Payments)/proceeds from short-term borrowings | (0.4) | (6.2) | 7.5 | |
Proceeds from revolving credit facility | 90 | 352.5 | 171 | |
Payments on revolving credit facility | (210) | (241.5) | (162) | |
Proceeds from long-term borrowings | 169 | |||
Payments on long-term borrowings | (22.9) | (21.3) | (20.5) | |
Payment of deferred financing costs | (1.7) | |||
Equity contributions | 5 | 16.7 | ||
Equity redemptions | (1.3) | |||
Issuance of ordinary shares sold in IPO, net of offering costs | [1] | 725.7 | 0 | |
Cash provided by (used in) financing activities | 23.6 | 73.9 | 12.2 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 3.6 | 0.7 | (6.7) | |
Increase (decrease) in cash, cash equivalents and restricted cash | 59.4 | 51.8 | (219.2) | |
Cash, cash equivalents and restricted cash at beginning of period(a) | 142.3 | 90.5 | 309.7 | |
Cash, cash equivalents and restricted cash at end of period(b) | 201.7 | 142.3 | 90.5 | |
Supplemental Cash Flow Information: | ||||
Interest payments | 117.1 | 126.6 | 111.1 | |
Income tax payments | 56.4 | 43.4 | 55.7 | |
Conversion of preferred equity certificates to equity | 114.3 | |||
Beneficial interest obtained in exchange for factored receivables | $ 65.7 | $ 86.6 | $ 17.5 | |
[1] | Restricted cash was $8.9 million and $14.0 million as of December 31, 2020 and December 31, 2019, respectively. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Consolidated Statements of Cash Flows | |||||
Restricted cash collateral | $ 7.3 | $ 8.9 | $ 14.6 | $ 14 | $ 17.1 |
GENERAL AND DESCRIPTION OF BUSI
GENERAL AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS | ||
GENERAL AND DESCRIPTION OF BUSINESS | NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION Description of Business Diversey Holdings, Ltd. (hereafter the “Company”, “we”, “us”, and “our”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, was formed on November 3, 2020 for the purpose of completing a public offering and related transactions and in order to carry on the business of Constellation (BC) 2 S.à r.l (“Constellation”) and its indirect wholly-owned operating subsidiaries. The Company serves as a holding company in our corporate structure, and does not engage in any business or other activities other than those incident to its formation. On March 29, 2021, the Company completed an initial public offering of 46,153,846 ordinary shares at a public offering price of $15.00 per ordinary share (the “IPO”), receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, the Company issued and sold an additional 5,000,000 ordinary shares pursuant to the underwriters’ partial exercise of their option to purchase additional shares, receiving an incremental $71.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Our ordinary shares trade on The Nasdaq Global Select Market under the ticker symbol “DSEY”. Prior to the formation of Diversey Holdings, Ltd., the organizational structure consisted of Constellation, which was incorporated on June 30, 2017, and is organized under the laws of Luxembourg as a Société à Responsabilité Limitée for an unlimited period under the direction of Bain Capital, LP (“Bain Capital”). Diamond (BC) B.V., an indirect wholly-owned subsidiary of Constellation, was formed on March 15, 2017 for the purpose of consummating the acquisition of the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (“Sealed Air”) (together, the “Diversey Business”), including certain assets and all the capital stock of certain entities engaged in the Diversey Business (the “Diversey Acquisition”), which acquisition closed on September 6, 2017. Prior to closing of the IPO, we effected a series of transactions (the “Reorganization Transactions”) pursuant to which: (i) Constellation (BC) PoolCo SCA (“Poolco”), an entity incorporated for the purpose of pooling the interests of our employees, directors and officers in Constellation (BC) S.à r.l (“Topco”), a direct subsidiary of Constellation, repurchased shares from certain equity holders in exchange for a note receivable; (ii) all other equity holders of Poolco contributed their shares of Poolco to Constellation in exchange for new shares of Constellation; and (iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any tax consequences resulting to the equity holders from the repurchase, and the aggregate fair market value of such withheld ordinary shares will be paid by the Company or a subsidiary thereof to satisfy such tax consequence), and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration. The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we expect to merge or liquidate certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco, prior to December 31, 2021. The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Nature of Operations We are a leading global provider of high performance hygiene, infection prevention, and cleaning solutions for the Institutional and Food & Beverage markets. In addition, we offer a wide range of value added services, including food safety and application training and consulting, as well as auditing of hygiene and water management. Our Institutional business provides solutions serving end-users such as healthcare facilities, food service providers, retail and grocery outlets, educational institutions, hospitality establishments, and building service contractors. Our Food & Beverage business provides solutions serving manufacturers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agricultural markets. Although our cleaning products represent only a small portion of our customers’ total cleaning costs, they are typically viewed as being non-discretionary because they can have a meaningful impact on the efficacy of food safety, operational excellence, and sustainability. The COVID-19 pandemic has further reinforced the essential nature of our solutions and increased hygiene, infection prevention, and cleaning standards across all markets. The product range of Diversey ® ® We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,600 employees as of September 30, 2021. 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, 2020 included in the Company’s Prospectus dated March 24, 2021 filed with the SEC in connection with the IPO. | NOTE 1 — GENERAL AND DESCRIPTION OF BUSINESS Description of Business Diversey Holdings, Ltd. (hereafter the “Company”, “we,” “us,” and “our”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, was formed on November 3, 2020 for the purpose of completing a public offering and related transactions and in order to carry on the business of Constellation (BC) 2 S.à r.l (“Constellation”) and its indirect wholly-owned operating subsidiaries. The Company serves as a holding company in our corporate structure, and does not engage in any business or other activities other than those incident to its formation. On March 29, 2021, the Company completed an initial public offering of 46,153,846 ordinary shares at a public offering price of $15.00 per ordinary share (the “IPO”), receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, the Company issued and sold an additional 5,000,000 ordinary shares pursuant to the underwriters’ partial exercise of their option to purchase additional shares, receiving an incremental Prior to the formation of Diversey Holdings, Ltd., the organizational structure consisted of Constellation, which was incorporated on June 30, 2017, and is organized under the laws of Luxembourg as a Société à Responsabilité Limitée for an unlimited period under the direction of Bain Capital, LP (“Bain Capital”). Diamond (BC) B.V., an indirect wholly-owned subsidiary of Constellation, was formed on March 15, 2017 for the purpose of consummating the acquisition of the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (“Sealed Air”) (together, the “Diversey Business”), including certain assets and all the capital stock of certain entities engaged in the Diversey Business (the “Diversey Acquisition”), which acquisition closed on September 6, 2017. Prior to closing of the IPO, we effected a series of transactions (the “Reorganization Transactions”) pursuant to which: (i) (ii) (iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any tax consequences resulting to the equity holders from the repurchase, and the aggregate fair market value of such withheld ordinary shares will be paid by the Company or a subsidiary thereof to satisfy such tax consequence), and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration. The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we expect to merge or liquidate certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco prior to December 31, 2021. The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Nature of Operations We are a leading global provider of high performance hygiene, infection prevention, and cleaning solutions for the Institutional and Food & Beverage markets. In addition, we offer a wide range of value added services, including food safety and application training and consulting, as well as auditing of hygiene and water management. Our Institutional business provides solutions serving end-users such as healthcare facilities, food service providers, retail and grocery outlets, educational institutions, hospitality establishments, and building service contractors. Our Food & Beverage business provides solutions serving manufacturers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agricultural markets. Although our cleaning products represent only a small portion of our customers’ total cleaning costs, they are typically viewed as being non discretionary because they can have a meaningful impact on the efficacy of food safety, operational excellence, and sustainability. The COVID-19 pandemic has further reinforced the essential nature of our solutions and increased hygiene, infection prevention, and cleaning standards across all markets. The product range of Diversey ® ® We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,500 employees as of December 31, 2020. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | NOTE 2 — BASIS OF PRESENTATION Our Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These consolidated financial statements reflect our financial position, results of operations, cash flows and changes in invested 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. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included. The accompanying notes are an integral part of the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — 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, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation 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 Condensed Consolidated Financial Statements. Recently Adopted Pronouncements There were no accounting pronouncements which were adopted during the current period that had a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards Facilitation of the Effects of Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation and accruals for commitments and contingencies. Management reviews these estimates and assumptions periodically and reflects the effects of any revisions in the consolidated financial statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets, and liabilities assumed is recorded as goodwill. Fair value determination is subject to a significant degree of estimates. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Where appropriate, external advisors are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation principles (e.g., multiple excess earnings and relief from royalty methods) which is considered to be a Level 3 fair value. Refer to Note 13 for further discussions related to this topic. The results of operations for businesses acquired are included in the financial statements from the acquisition date. Foreign Currency Translation Our reporting currency is the U.S. dollar. In most cases, non-U.S. based subsidiaries use their local currency as the functional currency for their respective business operations. Assets and liabilities of these operations are translated into U.S. dollars at the end of period exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded in “Currency Translation Adjustments” in the Consolidated Statements of Comprehensive Loss. Gains and losses from transactions denominated in foreign currencies other than the functional currency of the respective entity are included in the Consolidated Statements of Operations in Other (income) expense, net. Impact of Inflation and Currency Fluctuations Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Argentina has been designated a highly inflationary economy under U.S. GAAP effective July 1, 2018, and the U.S. dollar replaced the peso as the functional currency for our subsidiaries in Argentina. All peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange gain (loss) related to our Argentinian subsidiaries on the Consolidated Statement of Operations. As a result of this designation, we recorded a $1.6 million, $11.4 million and $2.4 million remeasurement loss for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Financial Instruments We may from time to time use financial instruments, such as cross-currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to borrowing and trade activities. We may also use these financial instruments from time to time to manage exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. Derivative instruments are reported at fair value and establish criteria for designation and the effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify the specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use forecasts and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk trying to be reduced. We regularly review hedge positions and the correlation between the transaction risks and the hedging instruments. Derivative instruments are accounted for as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income (loss) to the extent that hedges are effective and until the underlying transactions are recognized as gains or losses in the Consolidated Statements of Operations. Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures, is sold or terminated, or if it is determined that the underlying forecasted transactions are no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized in the Consolidated Statements of Operations over the period in which the income or expense on the underlying hedged transaction was recognized. See Note 12 for further discussion. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Codification Topic 606 (ASC 606), Revenue from Contracts with Customers, which provides guidance on how revenue with customers should be recognized. For additional information on our adoption of this accounting standard, see Note 4 for further discussion. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from products and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of products or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date, which corresponds with the transfer of control. Revenue for leased equipment for the year ended December 31, 2018 was accounted for under ASC Topic 840 Leases. Revenue for the year ended December 31, 2019 and December 31, 2020 was accounted for under ASC Topic 842 Leases. Our sales policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. We also record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Shipping and Handling Costs Costs incurred for the transfer and delivery of goods to customers are recorded as a component of cost of sales. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses were $2.5 million, $3.4 million and $4.3 million for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Costs incurred are recorded as a component of Selling, general and administrative expenses within the Consolidated Statements of Operations. Research and Development Research and development costs are expensed as incurred. Research and development costs were $32.2 million, $41.2 million and $43.0 million for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Share-Based Compensation During 2018, the Company implemented a Management Equity Incentive Plan (“MEIP”) and Cash Long-term Incentive Plan (“LTIP”), whereby grants were made pursuant to each plan to certain employees. We recognize expenses related to the fair value of these equity awards in accordance with ASC 718, Compensation-Stock Compensation. On November 12, 2020, we filed a confidential registration statement in preparation for an offering of equity securities. Prior to November 12, 2020 we elected to value the awards at the grant date and each reporting period using the intrinsic value method as permitted under ASC Topic 718. Beginning on November 12, 2020, we became a public entity and valued the MEIP awards at fair value in accordance with ASC 718. The estimated fair value of our MEIP awards is based upon a probability weighting of an initial public offering exit scenario and a sale exit scenario as further described below: a. The initial public offering scenario assumes a successful completion of an initial public offering in Q1 2021 based upon preliminary enterprise values from our bankers, adjusted for net debt and transaction fees. b. The sale exit scenario utilizes a Black Scholes option pricing model with the following key assumptions: enterprise value, expected volatility, risk-free interest rate, expected dividend yield and expected term. The assumptions used in our initial public offering and sale exit scenarios represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future. See Note 19 for further discussion. Restructuring The Company’s restructuring activities are associated with a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. Restructuring charges incurred in connection with these activities consist of employee termination benefits (one-time arrangements and benefits attributable to prior service). Other associated restructuring charges include termination of contractual obligations, non-cash asset charges and other direct incremental costs. Restructuring charges are recorded separately on the Consolidated Statements of Operations. Other associated restructuring charges are recorded within transition and transformation costs on the Consolidated Statements of Operations. Loss per Share Basic and Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Vested share-based payment awards that contain non- forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Vested share- based payment awards issued under our MEIP are considered participating securities since the holders of these securities are entitled to receive distributions as and when paid by the issuer based upon a waterfall as described in the security holders agreement. The application of the two-class method for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 would have resulted in net losses being allocated to the participating securities. As the MEIP security holders do not participate in losses, there was no allocation of net loss in those periods. As such, 9,365,021, 5,915,319 and 5,501,652 shares of MEIP awards were excluded from the computation of weighted average shares outstanding equivalents of the Diluted loss per share for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively because their effect would have been anti- dilutive. See Note 23 for detailed information about the Company’s earnings per share calculations. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. We do not provide for income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested. Where we do not intend to indefinitely reinvest earnings of foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of provision (benefit) for taxes on income. Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. Restricted Cash and Compensating Balances Restricted cash (which includes compensating balance deposits) is recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. Trade Receivables, Net In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the Consolidated Balance Sheets, are net of allowances for doubtful accounts. We maintain trade receivable allowances for estimated losses resulting from the likelihood of failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorate. We charge-off trade receivables after all standard collection procedures have been applied without success. Inventories Inventories are stated at the lower of cost or net realizable value, as determined by the first-in, first-out method. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the Consolidated Balance Sheets. See Note 6 for further discussion. Property and Equipment, Net Property and equipment acquired in the Diversey Acquisition were recorded at fair value as of the acquisition date and are depreciated over their estimated remaining useful lives using the straight-line method. We state property and equipment at cost, including the fair value of any asset retirement obligations upon initial recognition of the liability, except for the fair value of acquired property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20 Machinery and equipment 5 Other property and equipment 2 We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. See Note 7 for further discussion. Free on Loan Equipment We have sales arrangements in which certain equipment, an inventory item, is provided to customers for “free on loan” or at “no charge” on the condition that the customer purchases a minimum amount of related consumables for use with the equipment. Providing equipment to customers in this manner is part of a sales strategy that ensures the long-term and continued use by the end customer of our consumable products (e.g. chemical cleaning solutions). This practice is common in the markets we serve. Under these sales arrangements, we assign all revenue to the delivery of consumables and the equipment is depreciated over the equipment’s useful life or the life of the customer program, whichever is shorter. The equipment is classified as part of other non-current assets on our Consolidated Balance Sheets. See Note 9 for further discussion. Asset Retirement Obligations We record asset retirement obligations at fair value at the time the liability is incurred if a reasonable estimate of fair value can be made. Accretion expense is recognized as an operating expense using the credit- adjusted risk-free interest rate in effect when the liability was recognized. The associated asset retirement obligations are capitalized as part of the carrying amount of the long-lived asset and depreciated over the estimated remaining useful life of the asset. The useful lives of property and equipment are discussed previously in the Property and equipment, net section. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets represent a significant portion of our total assets. Our goodwill had a carrying value of $467.0 million and $416.9 million at December 31, 2020 and 2019, respectively. Indefinite-lived intangible assets, which consist of acquired trade names, have a carrying value of $900.4 million and $846.6 million at December 31, 2020 and 2019, respectively. We review goodwill and indefinite-lived intangible assets for possible impairment on a reporting unit level, which are consistent with our operating segments, on an annual basis as of October 1st of each year, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts. In performing the annual goodwill impairment assessment, we have the option under GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude from the qualitative assessment that there are no indicators of impairment, we do not perform a quantitative test, which would require a valuation of the reporting unit as of October 1. GAAP provides a set of examples of macroeconomic, industry, market and company specific factors for entities to consider in performing the qualitative assessment described above, which factors are not all inclusive; management considers the factors it deems relevant in making its more likely than not assessments. While we also have the option under GAAP to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, we have elected to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. If we conclude from our qualitative assessment that there are indicators of impairment and that a quantitative test is required, the annual or interim quantitative goodwill impairment test involves comparing the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no impairment and no further testing is required. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized in an amount of the excess, limited to the amount of goodwill allocated to the reporting unit. Our annual assessment of the recovery of goodwill begins with management’s reassessment of its operating segments and reporting units. A reporting unit is an operating segment or one level below an operating segment, which is referred to as a component. This reassessment of reporting units is also made each time we change our operating segments. If the goodwill of a reporting unit is allocated to newly- formed reporting units, the allocation is made to each reporting unit based upon their relative fair values. The 2020 and 2019 annual assessments of goodwill was a quantitative test and did not identify any impairments. The 2018 annual assessment of goodwill was a quantitative test and identified impairment charges of $68.5 million, due primarily to significant currency devaluation, volatility and deterioration in economic conditions in Latin America and the Middle East, as well as currency devaluation and lower-than- expected performance in Europe and North America. The fair value of our reporting units is determined using both an income approach, which is based on discounted cash flows (“DCF”), and a market approach when we test goodwill for impairment, either on an interim basis or annual basis as of October 1 of each year. Significant judgments inherent in using a DCF analysis include the selection of appropriate discount and long-term growth rates and estimating the amount and timing of expected future cash flows. The expected cash flows used in the DCF analyses are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. The discount rates and growth rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate and the long-term growth rate, are assessed based on each reporting unit’s current results and forecasted future performance, as well as macroeconomic and industry specific factors, and reflect our best estimate as of the impairment testing date. Any changes in such assumptions or estimates as a result of changes in our budgets, forecasts or negative macroeconomic trends could significantly affect the value of the Company’s reporting units which could impact whether an impairment of goodwill has occurred. The discount rates used in the quantitative test for determining the fair value of our reporting units was 9.0% in 2020, and ranged from 8.0% to 13.5% in 2019 and from 9.5% to 14.0% in 2018. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. As of December 31, 2020, the estimate of the excess of fair value over carrying value is greater than 20% of the fair value for both of our reporting units. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded. The 2020, 2019 and 2018 annual assessments of indefinite-lived intangible assets did not identify any impairments. As of December 31, 2020, the aggregate carrying value of our indefinite-lived intangible assets, for which the most recent estimate of the excess of fair value over carrying value is less than 20% of the fair value, is $900.4 million. We determine the fair value of indefinite-lived intangible assets using a relief from royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license our trade names. The future cash flows are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. Assumptions used in the relief from royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in our annual indefinite-lived impairment assessment was Long-Lived Assets Impairment and Disposal of Long-Lived Assets We perform an impairment review for definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such events may include, but are not limited to, a significant decrease in the market price of an asset or asset group, change in manner in which an asset is being used, significant change in business climate and significant cash flow or operating losses that demonstrate continuing losses associated with the use of the asset. We calculate the undiscounted value of the projected cash flows expected to result from the use and eventual disposition of the asset or asset group and compare this estimated amount to the carrying value of the asset or asset group. If the carrying amount is found to be greater than the undiscounted value of the projected cash flows of the asset or asset group, we record an impairment loss of the excess of carrying value over the fair value of the asset or asset group. In addition, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. Definite-lived intangible assets, such as trade names and customer relationships, are amortized over their estimated economic lives. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Self-Insurance We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities. Pensions and Other Postemployment Benefits In connection with the Diversey Acquisition, we assumed certain defined benefit plans and other long-term employee benefit obligations and acquired certain related plan assets for current employees of our subsidiaries. In addition to the defined benefit obligations assumed in connection with the Diversey Acquisition, we implemented a replacement retiree health care reimbursement plan for certain U.S. employees. Defined benefit plans specify an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation. The net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the obligations and are then adjusted for the impact of any unamortized prior service costs. As required by ASC 805 Business Combinations, all unamortized prior service costs and actuarial gains (losses) existing at the closing date of the Diversey Acquisition were eliminated in the determination of the fair value of the pension funded status at acquisition. The net obligation is then determined with reference to the fair value of the plan assets, if any. The discount rate used is the yield on bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the obligations. The calculations are performed by qualified actuaries using the projected unit credit method. We currently expect our contributions to these plans to be approximately $8.9 million in 2021. Refer to Note 14 for additional information related to these plans. 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 Adopted Pronouncements Credit Losses — Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of C |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
REVENUE RECOGNITION | ||
REVENUE RECOGNITION | NOTE 3 — REVENUE RECOGNITION The Company recognizes revenue from contracts with customers using the following five-step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied upon transfers of control of a good or service to a customer. We recognize revenue based on the expected amount of consideration to be received for the provided goods or services, taking into account the expected value of variable consideration. Description of Revenue Generating Activities The Company provides high-performance cleaning, 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, the Company offers a wide range of value-added solutions, including food safety and application training and consulting, as well as auditing of hygiene and water management. Many of our products are sold through distributors who then sell the product to end users. Identify Contract with Customer For an agreement to qualify as a contract, the agreement must create substantive enforceable rights and obligations. Indicators of enforceability for our contracts include, but are not limited to, minimum purchase or spend obligations coupled with early termination penalties for the customer. In the event that a contract does not have a minimum purchase obligation nor contain any of the provisions to establish enforceable rights and obligations, part of the contract may still be enforceable when a purchase order is issued and the purchase order relates to a section of the contract. Most of the Company’s contracts do not contain minimum purchase obligations or early termination penalties for the customer. Performance Obligations A performance obligation must include a promise to deliver goods or services whereby the good or service must be distinct in the contract. For the Company, the most common examples of distinct performance obligations are consumables, training, equipment sales, installation, and maintenance. Dosing and dispensing equipment provided to customers (“free on loan”) are typically identified as separate lease components within the scope of ASU 2016-02, Leases Transaction Price and Variable Consideration Our contracts contain fixed and variable components. The Company’s variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the corresponding period of adjustment. Charges for rebates and other allowances were 26.4% and 26.9% of gross sales for the three months ended September 30, 2021 and September 30, 2020, respectively, and 24.9% and 26.5% of gross sales for the nine months ended September 30, 2021 and September 30, 2020, respectively. Allocation of Transaction Price The Company allocates the transaction price to performance obligations in proportion to their standalone selling prices. The Company obtains the transaction price of performance obligations by using the selling prices for performance obligations with observable prices sold on a standalone basis. When observable prices are not readily available, the Company estimates the standalone selling prices by using the expected cost, plus a margin approach. Satisfaction of Performance Obligations The timing of revenue recognition depends on the nature of each performance obligation. In general, the time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of revenue for services, which is satisfied over the life of the contract. The sale of goods is recorded at a point in time when the customer obtains control of the asset. Transfer of control is indicated when the Company has a present right to payment for the goods, the customer has legal title to the asset, the Company has transferred physical possession of the goods to the customer, the customer has the significant risks and rewards of ownership of the goods, and the customer has accepted the goods. Revenue for services, such as maintenance or training, that are performed over the life of a contract are recognized based on the activity the Company expects to undertake to fulfill the performance obligation. Disaggregated Revenue Revenues from contracts with customers summarized by region were as follows: Three Months Nine Months Ended September 30, Ended September 30, (in millions) 2021 2020 2021 2020 Europe $ 313.0 $ 291.6 $ 838.9 $ 837.5 North America 158.0 221.3 549.8 577.3 Asia Pacific 81.2 73.3 239.4 238.2 Middle East and Africa 63.0 52.5 170.9 164.9 Latin America 45.5 37.1 133.6 124.6 Revenue from contracts with customers 660.7 675.8 1,932.6 1,942.5 Other revenue (Leasing: Sales-type and Operating) 4.2 5.3 13.9 19.3 Total revenue $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Contract Balances Timing differences occur when billing precedes or succeeds the satisfaction of the corresponding performance obligation. If the timing differences between billing and services recognized over time is significant, the Company records a liability (unearned revenue) and does not recognize revenue until the performance obligation is satisfied. There were no material timing differences that led to contract liabilities as of September 30, 2021 and December 31, 2020. Assets Recognized For the Costs to Obtain a Contract In certain instances, we incur incremental direct costs of a transaction, such as prebates, equipment provided free on loan, or other related expenses in the contract negotiation phase. Because these costs are likely incurred to transition to a new relationship or 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 the Company’s Condensed Consolidated Balance Sheets. | NOTE 4 — REVENUE RECOGNITION The Company recognizes revenue from contracts with customers under ASC 606 using the following five- step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied upon transfers of control of a good or service to a customer. We recognize revenue based on the expected amount of consideration to be received for the provided goods or services, taking into account the expected value of variable consideration. Description of Revenue Generating Activities The Company provides high-performance cleaning, sanitation and hygiene products for the food safety and service, food and beverage plant operations, healthcare, floor care, housekeeping and room care, laundry and hand care markets. In addition, the Company offers a wide range of value-added solutions, including food safety and application training and consulting, as well as auditing of hygiene and water management. Many of our products are sold through distributors who then sell the product to end users. Identify Contract with Customer For an agreement to qualify as a contract under ASC 606, the agreement must create substantive enforceable rights and obligations. Indicators of enforceability for our contracts include, but are not limited to, minimum purchase or spend obligations coupled with early termination penalties for the customer. In the event a contract does not have a minimum purchase obligation nor contain any of the provisions to establish enforceable rights and obligations, part of the contract may still be enforceable when a purchase order is issued and the purchase order relates to a section of the agreement. Most of the Company’s contracts do not contain minimum purchase obligations or early termination penalties for the customer. Performance Obligations A performance obligation must include a promise to deliver goods or services whereby the good or service must be distinct in the contract. For Diversey, the most common examples of distinct performance obligations are consumables, training, equipment sales, installation, and maintenance. Dosing and dispensing equipment provided to customers (“free on loan”) are typically identified as separate lease components within the scope of Topic 842. The other goods or services promised in the contract are not identified as performance obligations when they are not separate, distinct, or material. Transaction Price and Variable Consideration Our contracts contain fixed and variable components. Diversey’s variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were 25.8%, 26.2% and 25.4% of gross sales for the periods ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Allocation of Transaction Price Diversey allocates the transaction price to performance obligations in proportion to their standalone selling prices. Diversey obtains the transaction price of performance obligations by using the selling prices for performance obligations with observable prices sold on a standalone basis. When observable prices are not readily available, Diversey estimates the standalone selling prices by using the expected cost plus a margin approach. Satisfaction of Performance Obligations The timing of revenue recognition depends on the nature of each performance obligation. In general, the time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of revenue for services, which is satisfied over the life of the contract. The sale of goods is recorded at a point in time when the customer obtains control of the asset. Transfer of control is indicated when Diversey has a present right to payment for the goods, the customer has legal title to the asset, Diversey has transferred physical possession of the goods to the customer, the customer has the significant risks and rewards of ownership of the goods, and the customer has accepted the goods. Revenue for services, such as maintenance or training, that are performed over the life of a contract are recognized based on the activity Diversey expects to undertake to fulfill the performance obligation. Disaggregated Revenue For the year ended December 31, 2020, December 31, 2019 and December 31, 2018, revenues from contracts with customers summarized by region were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Europe $ 1,129.3 $ 1,186.9 $ 1,227.8 North America 777.2 574.8 564.3 Asia Pacific 312.0 371.6 381.4 Middle East and Africa 217.2 255.6 253.3 Latin America 168.5 203.0 225.9 Topic 606 Revenue 2,604.2 2,591.9 2,652.7 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 25.0 32.0 35.4 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Contract Balances Timing differences occur when billing precedes or succeeds the satisfaction of the corresponding performance obligation. If the timing differences between billing and services recognized over time is significant, Diversey records a liability (unearned revenue) and does not recognize revenue until the performance obligation is satisfied. There were no material timing differences that led to contract liabilities as of December 31, 2020 and December 31, 2019. Assets Recognized For the Costs To Obtain A Contract In certain instances, we incur incremental direct costs of a transaction, such as prebates, equipment provided free on loan, or other related expenses in the contract negotiation phase. Because these costs are likely incurred to transition to a new relationship or to entice a customer into a long-term relationship, these costs are considered costs to obtain a contract under ASC 606, and accordingly, are deferred and amortized over the period in which revenue is recognized, provided that unamortized deferred costs are considered recoverable. These amounts are recorded within Other non-current assets on the Company’s Consolidated Balance Sheets. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITIONS. | ||
ACQUISITIONS | NOTE 4 — ACQUISITIONS Tasman Chemicals Acquisition On September 20, 2021 the Company acquired certain assets of Tasman Chemicals Pty. Limited ("Tasman"), an Australian manufacturer of professional hygiene and cleaning solutions, and the results of operations for this business are reported within both the Institutional and Food & Beverage business segment. The Company paid total consideration of $8.1 million for the asset acquired. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The preliminary determination of goodwill in the amount of $8.1 million was recognized for the Tasman acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change, but are expected to be finalized by the end of 2021. The acquired Tasman business contributions to revenue and net income were not material for both the three and nine months ended September 30, 2021. In connection with the Tasman acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021. The inclusion of the Tasman acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. As of September 30, 2021, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including, but not limited to, inventory, customer lists and other liabilities. SaneChem Acquisition On December 30, 2020, the Company acquired 100% of the stock of SaneChem sp. z o o, (“SaneChem”), which is a Poland-based supplier of specialized hygiene solutions. This acquisition further expanded the Company’s footprint within Europe and the results of operations for this business are reported within the Food & Beverage business segment. The Company acquired SaneChem for a total consideration of $21.6 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The acquired SaneChem business contributed $3.0 million and $9.4 million of revenue for the three and nine months ended September 30, 2021, respectively. The net income contribution was not material for the three or nine months ended September 30, 2021. The fair value of SaneChem's intangible asset, which represents customer relationships, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $8.6 million was recognized for the SaneChem acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) SaneChem Cash and cash equivalents $ 2.1 Trade receivables 2.0 Inventories 1.4 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.7 Other non-current assets 0.1 Intangible assets 10.1 Accounts payable (0.9) Other current liabilities (0.8) Deferred taxes (1.8) Net assets acquired before goodwill on acquisition 13.0 Goodwill on acquisition 8.6 Net assets acquired $ 21.6 In connection with the SaneChem acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021. The inclusion of the SaneChem acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. Wypetech Acquisition On July 1, 2020, the Company acquired 100% of the stock of Wypetech, LLC (“Wypetech”), which is a contract manufacturer, based out of Milwaukee, Wisconsin, that specializes in the production of disinfecting wipes used in a variety of end markets including healthcare, industrial and general commercial and household applications. This acquisition further expanded the Company’s footprint in the United States and the results of operations for this business are reported within the Institutional business segment. The Company acquired Wypetech for a total consideration of $32.3 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value of the acquisition date. The fair value of Wypetech’s intangible asset, which represents customer relationships, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $22.0 million was recognized for the Wypetech acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Wypetech Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 Additionally, the Company purchased the land and building facilities associated with Wypetech on August 4, 2020 for $2.1 million. This is included in Property and equipment within the Condensed Consolidated Balance Sheets. In connection with the Wypetech acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021 or the three or nine months ended September 30, 2020. The inclusion of the Wypetech acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. | NOTE 5 — ACQUISITIONS SaneChem Acquisition On December 30, 2020, Diversey acquired 100% of the stock of SaneChem, which is a Polish-based supplier of specialized hygiene solutions. This acquisition further expanded the Company’s footprint within Europe and the results of operations for this business are reported within the Food and Beverage business segment. The Company acquired SaneChem for a total consideration of $21.8 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value of the acquisition date. Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change but expected to be finalized by the end of 2021. The acquired SaneChem business contributed $3.2 million and $6.4 million of revenue for the three and nine months ended September 30, 2021, respectively. The net income contribution was not material for the three or nine months ended September 30, 2021. The preliminary determination of goodwill in the amount of $17.9 million was recognized for the SaneChem Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the preliminary fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) Cash and cash equivalents $ 2.3 Trade receivables 1.6 Inventories 1.7 Accounts payable (1.0) Other current liabilities (0.6) Other non-current liabilities (0.1) Net assets acquired before goodwill on acquisition 3.9 Goodwill on acquisition 17.9 Net assets acquired $ 21.8 In connection with the SaneChem acquisition, the Company incurred $0.6 million of merger and acquisition-related costs for the year ended December 31, 2020. These costs are included as part of merger and acquisition-related costs in the Consolidated Statements of Operations. The inclusion of SaneChem acquisition in our consolidated financial statements is not deemed material with respect to the requirement to provide pro-forma results of operations in ASC 805. As such, pro-forma information is not presented. As of December 31, 2020, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including, but not limited to, intangible assets, inventory, and other liabilities. Wypetech Acquisition On July 1, 2020, Diversey acquired 100% of the stock of Wypetech, LLC, which is a contract manufacturer, based out of Milwaukee, Wisconsin, that specializes in the production of disinfecting wipes used in a variety of end markets including healthcare, industrial and general commercial and household applications. This acquisition further expanded the Company’s footprint in the United States and the results of operations for this business are reported within the Institutional business segment. The Company acquired Wypetech for a total consideration of $32.3 million, of which $2.0 million will be deferred for one year. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value of the acquisition date. The acquired business contributed $4.9 million of revenue and $1.2 million of net income from July 1, 2020 through December 31, 2020. The fair value of Wypetech’s intangible asset, which represents customer relationships, was determined using the Income Approach which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $22.0 million was recognized for the Wypetech Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 Additionally, as part of the acquisition agreement, the Company purchased the land and building facilities associated with Wypetech LLC on August 4, 2020 for $2.1 million. This was included in Property and equipment within the Consolidated Balance Sheet. In connection with the Wypetech LLC acquisition, the Company incurred $0.4 million of merger and acquisition-related costs for the year ended December 31, 2020. These costs are included as part of merger and acquisition-related costs in the Consolidated Statements of Operations. The inclusion of Wypetech LLC acquisition in our consolidated financial statements is not deemed material with respect to the requirement to provide pro-forma results of operations in ASC 805. As such, pro- forma information is not presented. Virox IP Acquisition On December 17, 2019, Diversey acquired all Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (EPA, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP is valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). As part of the transaction, Virox also acquired Diversey’s shares held in Virox Holdings, Inc., and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million. The investment in the joint venture was initially recognized at fair value as part of the Diversey Acquisition. The difference of $13.0 million between the investments fair value of $27.1 million and its carrying amount of $14.1 million was recorded in our Consolidated Statement of Operations as part of Other (income) expense, net. As a result of the total transaction, we paid a net cash amount of $6.3 million. Zenith Acquisition On April 16, 2018, we acquired 100% of the voting interests of Zenith Hygiene Group PLC (“Zenith”) for $133.6 million (the “Zenith Acquisition”). Based in Hertfordshire, England, Zenith manufactures and distributes a wide, high-quality range of cleaning and hygiene products serving customers in the healthcare, food service, hospitality, leisure and facilities management, pharmaceutical and food and beverage processing industries. This acquisition further expanded the Company’s footprint in Western Europe and the results of operations for this business are reported within the Institutional business segment. The Zenith Acquisition was accounted for as a business combination in accordance with ASC 805 — Business Combinations The determination of fair values of acquired intangible assets and property and equipment, involves a variety of assumptions, including estimates associated with remaining useful lives. The identifiable intangible assets are comprised of $18.9 million of definite-lived trade names, $48.6 million of customer relationships and $6.9 million of non-compete agreements. The final determination of goodwill in the amount of $47.8 million was recognized for the Zenith Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the finalized fair values of the net assets acquired as of the April 16, 2018 acquisition date: (in millions) Cash and cash equivalents $ 2.1 Trade receivables 17.4 Other receivables 0.7 Inventories 9.3 Prepaid expenses and other current assets 1.1 Property and equipment 7.3 Identifiable intangible assets 74.4 Other non-current assets 10.6 Accounts payable (17.7) Other current liabilities (4.2) Deferred income taxes, net (14.4) Other non-current liabilities (0.8) Net assets acquired before goodwill on acquisition 85.8 Goodwill on acquisition 47.8 Net assets acquired $ 133.6 The Zenith acquisition contributed total revenue of $67.8 million and net loss of $7.4 million for the year ended December 31, 2018. The inclusion of Zenith in our consolidated financial statements is not deemed material with respect to the requirement to provide pro forma results of operations in ASC 805. As such, pro forma information is not presented. |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS. | ||
FINANCIAL STATEMENT DETAILS | NOTE 5 — FINANCIAL STATEMENT DETAILS Inventories Our net inventory balances were: (in millions) September 30, 2021 December 31, 2020 Raw materials $ 66.4 $ 60.8 Work in process 2.6 3.7 Finished goods 258.5 217.9 $ 327.5 $ 282.4 Factoring of trade receivables On November 15, 2018, we entered into a Master Agreement with Factofrance, S.A. (“Factofrance”) to sell certain trade receivables, without recourse, of eight Diversey subsidiaries located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed Receivable Purchase Agreements (“RPAs”). Factofrance charges a 0.10% factoring fee and a 0.05% debtor credit default commission on the face value of receivables sold and paid. In addition, Factofrance charges a financing fee, as defined in the Master Agreement, based on Factofrance advances made on remaining uncollected receivables. Factofrance also charges a quarterly commitment fee of 0.10% of the maximum total funding amount which is €150.0 million ($175.4 million) at September 30, 2021. We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our Condensed Consolidated Balance Sheets. We maintained a “beneficial interest,” or a right to collect cash in the sold receivables for which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold under these agreements) are classified as investing activities and presented as collection of deferred factored receivables on our Condensed Consolidated Statements of Cash Flows. We are required to maintain a restricted cash collateral account pursuant to the Master Agreement in order to secure the full and punctual payment, performance and discharge of all payments due to Factofrance. The amount of cash collateral required was €4.0 million ($4.7 million) as of September 30, 2021. We are also required to service the receivables sold without fee. The Company sold $483.1 million and $471.5 million of receivables to Factofrance and received cash from Factofrance of $475.4 million and $433.2 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The difference of $7.7 million and $38.3 million is the activity for the nine months ended September 30, 2021 and September 30, 2020, respectively, net of fees and reserves. We collected from our customers and remitted to Factofrance $486.6 million and $426.8 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The funded status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, was $45.8 million and $40.8 million as of September 30, 2021 and December 31, 2020, respectively. Securitization of trade receivables In April 2020, we entered into an arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. 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 $45.9 million as of September 30, 2021 that are pledged as collateral under this agreement. This arrangement provided for maximum funding of up to $75.0 million for receivables sold. Fees associated with the arrangement were $1.2 million for the nine months ended September 30, 2021. We are also required to service the receivables sold without fee. We transferred and derecognized $415.1 million of receivables and collected $420.3 million in connection with our arrangement with PNC during the nine months ended September 30, 2021. Credit losses The Company’s allowance for 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 Company continues to monitor the impact that COVID-19 may have on outstanding receivables. The following represents the activity in our allowance for credit losses for trade and lease receivables: Nine Months Ended September 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.9) 15.0 Provision for lease receivables associated with exit activities 16.5 — Write-offs (2.7) (3.2) Balance, end of period $ 47.1 $ 40.4 Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Prepaid expenses $ 32.0 $ 35.2 Income tax receivables 27.8 22.2 Restricted cash and compensating balance deposits 2.3 3.2 Other current assets 1.5 1.4 $ 63.6 $ 62.0 Other non-current assets The components of other non-current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 145.2 $ 153.0 Tax indemnification asset 23.3 24.8 Lease receivables, net 19.6 30.2 Deferred financing fees — revolver 2.7 0.9 Restricted cash 5.0 5.7 Finance lease right-of-use assets, net 3.8 4.9 Operating lease right-of-use assets, net 53.6 62.8 Deferred taxes 58.2 60.6 Derivatives 6.6 — Other non-current assets 20.9 26.2 $ 338.9 $ 369.1 Depreciation expense for our dosing and dispensing equipment was $17.3 million and $18.2 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Depreciation expense for our dosing and dispensing equipment was $52.1 million and $55.0 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. Other Current and Non-current Liabilities The components of other current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 98.5 $ 131.9 Accrued customer volume rebates 132.4 146.0 Contingent consideration 7.0 3.3 Value added, general and sales tax payable 34.1 36.0 Accrued interest payable 0.5 24.6 Income taxes payable 8.5 6.0 Derivatives 9.6 8.8 Operating lease liabilities 20.0 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 75.2 63.3 $ 392.1 $ 512.4 The components of other non-current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 178.2 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.1 43.7 Contingent consideration 0.2 4.9 Asset retirement obligations 6.5 6.6 Derivatives 17.3 12.0 Operating lease liabilities 32.0 38.8 Tax receivable agreement 258.0 — Other non-current liabilities 26.1 17.0 $ 563.6 $ 328.3 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Interest income $ (0.8) $ (1.2) $ (2.9) $ (4.6) Unrealized foreign exchange (gain) loss (2.4) (8.8) 5.2 (17.6) Realized foreign exchange (gain) loss 5.5 (0.9) 6.1 (1.7) Non-cash pension and other post-employment benefit plan (4.3) (3.5) (12.0) (9.7) Release of tax indemnification asset 0.1 0.1 1.4 1.4 Factoring and securitization fees 1.4 1.3 3.6 3.2 Tax receivable agreement adjustments — — 4.1 — Other, net 1.2 1.3 (0.7) (0.2) $ 0.7 $ (11.7) $ 4.8 $ (29.2) | NOTE 6 — FINANCIAL STATEMENT DETAILS Inventories As of December 31, 2020 and December 31, 2019, our net inventory balances, were: December 31, December 31, (in millions) 2020 2019 Raw materials $ 60.8 $ 36.3 Work in process 3.7 3.5 Finished goods 217.9 169.2 $ 282.4 $ 209.0 Factoring of trade receivables On November 15, 2018, Diversey entered into a Master Agreement with Factofrance, S.A. (“Factofrance”) to sell certain trade receivables, without recourse, of eight Diversey companies located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed Receivable Purchase Agreements (“RPAs”). Factofrance charges a 0.10% factoring fee and a 0.05% Debtor Credit Default commission on the face value of receivables sold and paid. In addition, Factofrance charges a financing fee, as defined, based on Factofrance advances made on remaining uncollected receivables. Factofrance also charges a quarterly commitment fee of 0.10% of the Maximum Total Funding Amount which is €150 million ($182.8 million U.S. dollars at December 31, 2020). We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our consolidated balance sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our consolidated statements of cash flows. The Diversey companies are required to maintain a restricted cash collateral account pursuant to the Master Agreement in order to secure the full and punctual payment, performance and discharge of all payments due to Factofrance. The amount of cash collateral required was €4.4 million ($5.4 million) as of December 31, 2020. The Diversey companies are also required to service the receivables sold without fee. For the years ended December 31, 2020 and 2019, the Company sold $668.2 million and $553.4 million of receivables to Factofrance and received advances from Factofrance of $584.0 million and $459.9 million. The difference of $84.2 million and $93.5 million is recognized as a receivable due from Factofrance, net of fees and reserves, in Trade receivables in the Consolidated Balance Sheet. For the years ended December 31, 2020 and 2019, we collected from our customers and remitted to Factofrance $594.1 million and $463.6 million, respectively. The Funded Status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, as of December 31, 2020 and December 31, 2019 was $40.8 million and $35.9 million, respectively. Securitization of trade receivables In April 2020, Diversey entered into an arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. As customers pay their balances, the Company transfers 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 As of December 31, 2020, the gross cash proceeds received for receivables transferred and derecognized was $451.0 million of which $400.0 million was collected. The difference of $51.0 million represents the proceeds from new transfers of receivables as of December 31, 2020. Prepaid expenses and other current assets As of December 31, 2020 and December 31, 2019, the components of prepaid expenses and other current assets were as follows: December 31, December 31, (in millions) 2020 2019 Prepaid expenses $ 35.2 $ 37.8 Income tax receivables 22.2 17.7 Restricted cash and compensating balance deposits 3.2 8.8 Other current assets 1.4 7.1 $ 62.0 $ 71.4 Other non-current assets As of December 31, 2020 and December 31, 2019, the components of other non-current assets were as follows: December 31, December 31, (in millions) 2020 2019 Dosing and dispensing equipment $ 153.0 $ 181.2 Tax indemnification asset 24.8 27.6 Lease receivables 30.2 40.5 Deferred financing fees – revolver 0.9 2.1 Restricted cash 5.7 5.2 Finance lease right-of-use assets, net 4.9 5.6 Operating lease right-of-use assets, net 62.8 89.1 Deferred taxes 60.6 54.4 Other non-current assets 26.2 32.5 $ 369.1 $ 438.2 Depreciation expense for our dosing and dispensing equipment for the year ended December 31, 2020, December 31, 2019 and December 31, 2018 was $76.1 million, $71.3 million and $59.4 million, respectively. Other Current and Non-current Liabilities As of December 31, 2020 and December 31, 2019, the components of other current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Accrued salaries, wages and related costs $ 131.9 $ 109.6 Accrued customer volume rebates 146.0 148.9 Contingent consideration 3.3 3.5 Value added, general and sales tax payable 36.0 41.5 Accrued interest payable 24.6 30.1 Income taxes payable 6.0 19.4 Interest rate swaps 8.8 — Operating lease liabilities 22.9 31.9 Accrued share-based compensation 69.6 1.7 Other accrued liabilities 63.3 62.2 $ 512.4 $ 448.8 As of December 31, 2020 and December 31, 2019, the components of other non-current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Defined benefit pension plan liability $ 203.1 $ 165.9 Other post-employment benefit plan liability 2.2 1.8 Uncertain tax positions 43.7 58.0 Contingent consideration 4.9 9.0 Asset retirement obligations 6.6 5.6 Interest rate swaps 12.0 — Operating lease liabilities 38.8 59.0 Other non-current liabilities 17.0 21.7 $ 328.3 $ 321.0 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Interest income $ (5.9) $ (7.5) (5.8) Unrealized foreign exchange (gain) loss (25.1) 10.8 1.8 Realized foreign exchange (gain) loss (0.9) 0.6 (16.7) Non-cash pension and other post-employment benefit plan (Note 14 & Note 15) (12.9) (8.8) (10.5) Adjustment to tax indemnification asset (a) 2.8 7.1 31.0 Factoring and securitization fees 4.3 3.4 0.6 Other, net (3.0) 0.4 0.4 $ (40.7) $ 6.0 $ 0.8 (a) The tax indemnification adjustment reflects a release of the Company’s tax indemnification asset. The release was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 16 for further discussion. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET Our property and equipment and accumulated depreciation balances were as follows: (in millions) September 30, 2021 December 31, 2020 Land and improvements $ 43.2 $ 44.0 Buildings 52.2 51.9 Machinery and equipment 91.9 81.9 Other property and equipment 51.3 47.9 Construction-in-progress 31.7 28.5 Property and equipment, gross 270.3 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 187.9 $ 188.3 Depreciation expense was $6.1 million and $5.4 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Depreciation expense was $16.9 million and $15.5 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. | NOTE 7 — PROPERTY AND EQUIPMENT, NET As of December 31, 2020 and December 31, 2019 our property and equipment and accumulated depreciation balances were as follows: December 31, December 31, (in millions) 2020 2019 Land and improvements $ 44.0 $ 41.6 Buildings 51.9 47.2 Machinery and equipment 81.9 74.0 Other property and equipment 47.9 30.4 Construction-in-progress 28.5 15.1 Property and equipment, gross 254.2 208.3 Less: Accumulated depreciation (65.9) (36.1) Property and equipment, net $ 188.3 $ 172.2 Depreciation expense was $21.2 million, $20.5 million and $21.6 million for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | ||
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | NOTE 7 — 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, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisitions 6.8 2.0 8.8 Acquisition adjustments (1) — (8.7) (8.7) Impairment — — — Currency translation adjustment (5.5) (2.1) (7.6) Balance at September 30, 2021 $ 339.2 $ 120.3 $ 459.5 (1) Represents measurement period adjustments related to the SaneChem acquisition. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 Amortization expense for intangibles was $24.2 million and $24.8 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Amortization expense for intangibles was $72.6 million and $74.0 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. | NOTE 8 — GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS Goodwill The following table represents a rollforward of our goodwill balances by reportable segments: Food & (in millions) Institutional Beverage Total Gross value at December 31, 2018 $ 126.5 $ 359.3 $ 485.8 Accumulated impairment (17.8) (50.7) (68.5) Carrying value at December 31, 2018 108.7 308.6 417.3 Foreign currency adjustment (0.3) (1.0) (1.3) Gross value at December 31, 2019 126.2 358.3 484.5 Accumulated impairment (17.6) (50.0) (67.6) Carrying value at December 31, 2019 108.6 308.3 416.9 Acquisition 17.9 22.0 39.9 Foreign currency adjustment 2.4 6.9 9.3 Gross value at December 31, 2020 146.5 387.2 533.7 Accumulated impairment (17.4) (49.3) (66.7) Carrying value at December 31, 2020 $ 129.1 $ 337.9 $ 467.0 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 December 31, 2020, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 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, 2019, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 885.5 $ (90.4) $ — $ 795.1 27.2 years Trademarks 26.9 (3.0) — 23.9 14.4 years Capitalized software 53.5 (31.5) — 22.0 1.7 years Brand name 603.3 (69.8) — 533.5 17.7 years Non-compete agreements 6.2 (4.4) — 1.8 0.8 years Favorable leases 4.1 (1.5) — 2.6 2.7 years Intellectual property 37.4 — — 37.4 12.0 years Total intangible assets with definite lives 1,616.9 (200.6) — 1,416.3 Trademarks and trade names with indefinite lives 846.6 — — 846.6 Total identifiable intangible assets $ 2,463.5 $ (200.6) $ — $ 2,262.9 Amortization expense for acquired intangibles was $98.2 million, $93.7 million and $91.2 million for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is: (in millions) 2021 $ 83.9 2022 75.2 2023 69.4 2024 69.4 2025 69.4 Thereafter 1,043.7 $ 1,411.0 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
LEASES | NOTE 9 — LEASES Lessee Operating and Finance Leases We have various operating and finance lease agreements related to plant, machinery, vehicles and other equipment. Our operating leases include vehicles, buildings, equipment, material handling, storage and land. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future lease payments over the term. The operating lease right-of-use asset also includes accrued lease expense resulting from the straight-line accounting under prior accounting methods, which is now being amortized over the remaining life of the lease. Our finance leases relate to equipment. Our lease payments consist of fixed payments and variable payments. We determine our variable payments based on an index or a rate (i.e. CPI or a market interest rate) that is initially measured at the commencement date. Fixed payments are both fixed and in-substance payments, less any lease incentives paid or payable. Some of our leases include options to extend the lease, with renewal terms that can extend the lease term Our leases do not contain residual value guarantees, which are guarantees made to the lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount. Our leases do not contain restrictions or covenants that restrict us from incurring other financial obligations. At the inception of our contracts we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The discount rate for leases is determined based on the incremental borrowing rate (“IBR”). Our IBR is based on information available on the lease commencement date to determine the present value of future payments. For our leases, we have not elected to not apply the recognition requirements to leases of twelve months or less. These leases will be expensed on a straight-line basis and no operating lease liability will be recorded. We did not participate in lease transactions with related parties. Supplemental Balance Sheet information related to leases is as follows: December 31, December 31, (in millions) Balance Sheet Line Item 2020 2019 Assets: Right-of-use operating lease assets Other non-current assets $ 62.8 $ 89.1 Right-of-use finance lease assets Other non-current assets 4.9 5.6 Total $ 67.7 $ 94.7 Liabilities: Current: Operating lease Other current liabilities $ 22.9 $ 31.9 Finance lease Current portion of long-term debt 1.8 1.7 Total $ 24.7 $ 33.6 Non-current: Operating lease Other non-current liabilities $ 38.8 $ 59.0 Finance lease Long-term debt, less current portion 3.4 0.7 Total $ 42.2 $ 59.7 The following table provides information on the weighted average remaining lease term and weighted average discount rate for operating and finance leases: December 31, December 31, 2020 2019 Weighted average remaining lease term: Years Years Operating leases 3.9 4.2 Finance leases 3.1 3.7 Weighted average remaining discount rate: Rate Rate Operating leases 5.82 % 5.12 % Finance leases 4.81 % 3.93 % The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2020: Operating Finance (in millions) Leases Leases Total 2021 $ 25.5 $ 2.0 $ 27.5 2022 19.3 1.8 21.1 2023 9.6 1.3 10.9 2024 4.8 0.5 5.3 2025 2.3 — 2.3 Thereafter 8.7 — 8.7 Total lease payments 70.2 5.6 75.8 Less: imputed interest (8.5) (0.4) (8.9) Total payments $ 61.7 $ 5.2 $ 66.9 The following presents the components of total operating costs and total finance lease costs for the years ended December 31, 2020 and December 31, 2019: December 31, December 31, (in millions) 2020 2019 Operating lease cost $ 35.4 $ 42.7 Short-term lease cost 6.0 4.9 Variable lease cost 0.9 0.9 Total operating costs 42.3 48.5 Finance lease cost: Amortization of right-of-use assets 2.1 1.5 Interest on lease liabilities 0.3 0.2 Total finance lease cost 2.4 1.7 Total lease cost $ 44.7 $ 50.2 Cash payments made from variable lease costs and short-term leases are not included in the measurement of operating and finance lease liabilities, and as such, are excluded from the supplemental cash flow information stated below. December 31, December 31, (in millions) 2020 2019 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 35.4 $ 42.1 Operating cash flows from finance leases $ 0.3 $ 0.2 Financing cash flows from finance leases $ 2.0 $ 1.7 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 3.8 $ 22.2 Finance leases $ 1.7 $ 5.0 Lessor Operating and Sales-Type Leases The Company leases dosing and dispensing equipment to customers under operating and sales-type leases. The Company’s accounting policy for these leases is to account for lease and non-lease components separately. The non-lease components, such as product and service revenue, are accounted for under Topic 606 Revenue from Contracts with Customers, see Note 4 for further discussion. Revenue from operating leases is recognized on a straight-line basis over the life of the lease. Cost of sales from operating leases includes the depreciation expense for assets under lease. The assets are depreciated over their estimated useful lives. Revenue from sales-type leases is recognized as the present value of the future lease payments in the period the lease agreement is signed and the equipment is delivered to the customer. Interest income is recognized using the effective interest method over the life of the lease. Cost of sales from sales-type leases includes the cost for assets under lease. Initial lease terms range from one year to five years and most leases include renewal options. Lease contracts convey the right for the customer to control the equipment for a period of time as defined by the contract. Under our operating leases, there are no options for the customer to purchase the equipment and therefore the equipment remains the property of the Company at the end of the lease term. The gross assets under operating leases is recorded in Other non-current assets in the amount of $280.8 million and $275.1 million, with related accumulated depreciation of $127.8 million and $93.9 million as of December 31, 2020 and December 31, 2019, respectively, and are included in Other non-current assets. See Note 6 for further discussion. The gross receivables under sales-type leases are $59.4 million and $62.7 million, of which $22.9 million and $22.2 million are included in Other receivables and $36.5 million and $40.5 million are included in Other non-current assets, as of December 31, 2020 and December 31, 2019, respectively. The Company’s undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2020 is as follows: (in millions) Total 2021 $ 22.7 2022 19.6 2023 11.3 2024 4.1 2025 1.5 Thereafter 0.2 Total $ 59.4 Certain of our operating leases are evergreen in nature and therefore not included in table above. |
DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
DEBT AND CREDIT FACILITIES | NOTE 8 — DEBT AND CREDIT FACILITIES The components of debt and credit facilities were as follows: (in millions) September 30, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 16.5 0.4 Finance lease obligations 3.9 5.2 Financing obligations 23.5 22.5 Unamortized deferred financing costs (40.6) (39.6) Unamortized original issue discount (9.0) (6.2) Total debt 1,994.3 2,700.3 Less: Current portion of long-term debt (11.4) (13.2) Short-term borrowings (16.5) (0.4) Long-term debt $ 1,966.4 $ 2,686.7 Senior Secured Credit Facilities On September 29, 2021, the Company entered into an amendment to its Senior Secured Credit Facilities, which was previously comprised of a $900.0 million senior secured U.S. dollar denominated term loan (the “2017 U.S. Dollar Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the 2017 U.S. Dollar Term Loan, the “Term Loan Facility”) and a $450.0 million revolving credit facility (the “Revolving Credit Facility,” together with the “Term Loan Facility”, the “Senior Secured Credit Facilities”). The amendment provided for the repayment of the entire outstanding amount under the 2017 U.S. Dollar Term Loan in the amount of $868.5 million and the entire outstanding amount under the Euro Term Loan in the amount of $535.7 million. The amendment also provided for a new $1,500.0 million senior secured U.S. dollar denominated term loan (the "2021 U.S. Dollar Term Loan" and, together with the Revolving Credit Facility, the "New Senior Secured Credit Facilities"). The 2021 U.S. Dollar Term Loan matures on September 29, 2028, while the Revolving Credit Facility matures on March 28, 2026. Prior to amending the Senior Secured Credit Facilities, in the first and second quarters of 2021, the Company used proceeds from the IPO to partially repay the Euro Term Loan in the amount of $571.4 million. The interest rate under the 2021 U.S. Dollar Term Loan is equal to (i) the Adjusted LIBOR rate (as defined in the New Senior Secured Credit Facilities), with a LIBOR floor of 0.50%, plus 3.00%, or (ii) ABR (as defined in the New Senior Secured Credit Facilities) plus 2.00%; provided that, such percentages per annum shall permanently step-down to 2.75% and 1.75%, respectively, if on the later of (x) the date of delivery of a compliance certificate to the administrative agent for the fiscal quarter ending December 31, 2021 and (y) the first date of delivery of a compliance certificate to the administrative agent, in either case, demonstrating that the Total Net Leverage Ratio (as defined in the New Senior Secured Credit Facilities) as of the last day of a fiscal quarter is less than or equal to 4.50 to 1.00. At September 30, 2021, the interest rate for the 2021 U.S. Dollar Term Loan is 3.50%. Deferred financing costs of $69.1 million related to the issuance of the 2021 U.S. Dollar Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. Unamortized deferred financing costs were $34.4 million and $28.4 million as of September 30, 2021 and December 31, 2020, respectively. In connection with the partial repayment of the Euro Term Loan discussed above, an additional $8.3 million of deferred financing costs were charged to interest expense during the nine months ended September 30, 2021. Original issue discount of $12.6 million related to the 2021 U.S. Dollar Term Loan is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. The unamortized original issue discount balance is $9.0 million and $2.9 million as of September 30, 2021 and December 31, 2020, respectively. In connection with the partial repayment of the Euro Term Loan discussed above, an additional $0.9 million of original issue discount was charged to interest expense during the nine months ended September 30, 2021. Costs of $8.9 million related to entering into and subsequently increasing the Revolving Credit Facility are recorded as “Deferred financing costs” within Other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets, and are being amortized on a straight-line basis over the term of the Revolving Credit Facility. Unamortized deferred financing costs related to the Revolving Credit Facility were $4.0 million and $2.2 million as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.7 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $440.3 million. As of December 31, 2020, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.9 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $240.1 million. The New Senior Secured Credit Facilities contain normal and customary affirmative and negative covenants. Some of the more restrictive covenants are (a) limitations on our ability to pay dividends, (b) limitations on asset sales, and (c) limitations on our ability to incur additional indebtedness. The New Senior Secured Credit Facilities also contain various events of default, the occurrence of which could result in the acceleration of all obligations. As of September 30, 2021, we were in full compliance with the provisions contained within the covenants. U.S. Dollar Incremental Loan On June 23, 2020, the Company entered into an agreement in which the Company borrowed an additional $150.0 million in connection with the Senior Secured Credit Facilities (“U.S. Dollar Incremental Loan”). The U.S. Dollar Incremental Loan was considered a new loan commitment under the Senior Secured Credit Facilities. The net proceeds after the deferred financing costs and original issue discount (as defined below), were $144.5 million. On March 29, 2021, the Company used proceeds from the IPO to repay the U.S. Dollar Incremental Loan in full, and this facility is closed and no longer available for borrowings. Deferred financing costs of $1.7 million related to the issuance of the U.S. Dollar Incremental Loan were recorded as a reduction of the principal amount of the borrowings and were amortized using the effective interest method as a component of interest expense over the life of the term loan. Unamortized deferred financing fees were $1.5 million as of December 31, 2020, which were charged to interest expense during the nine months ended September 30, 2021 as the U.S. Dollar Incremental Loan was repaid. Original issue discount of $3.8 million related to the U.S. Dollar Incremental Loan was recorded as a reduction of the principal amount of the borrowings and was amortized using the effective interest method as a component of interest expense over the life of the loan. The original issue discount balance for the U.S. Dollar Incremental Loan was $3.3 million as of December 31, 2020, which was charged to interest expense during the nine months ended September 30, 2021 as the U.S. Dollar Incremental Loan was repaid. 2021 Senior Notes On September 29, 2021, the Company completed the sale of $500.0 million in aggregate principal amount of Senior Notes due 2029 (the "2021 Senior Notes") in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons (as defined in Regulation S) pursuant to Regulation S under the Securities Act. The Company used the net proceeds from the issuance of the 2021 Senior Notes, together with borrowings under its New Senior Secured Credit Facilities and cash on hand, to redeem all of the €450.0 million aggregate principal amount of 5.625% Senior Notes due 2025 (the "2017 Senior Notes"), pay fees and/or expenses incurred in connection with the issuance of the 2021 Senior Notes and for general corporate purposes. The 2021 Senior Notes mature on October 1, 2029, bear interest at 4.625%, and interest is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2022. The Company redeemed the 2017 Senior Notes at the redemption price (expressed as percentages of principal amount) of 101.4%, for a total of $536.7 million, which consisted of $529.1 million of principal amount and $7.6 million of redemption premium. The premium cost was charged to Loss on Extinguishment of Debt during the three and nine months ended September 30, 2021. Deferred financing costs related to the issuance of the 2021 Senior Notes of $6.2 million are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the 2021 Senior Notes. In connection with the redemption of the 2017 Senior Notes, the balance of the unamortized deferred financing costs related to the 2017 Senior Notes of $8.0 million was charged to Loss on Extinguishment of Debt during the three and nine months ended September 30, 2021. Unamortized deferred financing costs were $6.2 million and $9.7 million as of September 30, 2021 and December 31, 2020, respectively. The Company may redeem the 2021 Senior Notes, in whole or in part, at any time prior to October 1, 2024, at a price equal to 100% of the principal amount of the 2021 Senior Notes redeemed, plus additional amounts, if any, a make-whole premium and accrued and unpaid interest to, but excluding, the redemption date. The Company may redeem the 2021 Senior Notes, in whole or in part, on or after October 1, 2024, at the redemption prices (expressed as percentages of principal amount) set forth in the indenture governing the 2021 Senior Notes, together with accrued and unpaid interest and additional amounts, if any, to, but excluding, the applicable redemption date: Year Percentage October 1, 2024 to September 30, 2025 102.313 % October 1, 2025 to September 30, 2026 101.156 % On or after October 1, 2026 100.000 % Additionally, at any time on or before October 1, 2024, the Company may elect to redeem up to 40% of the aggregate principal amount of the 2021 Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, with the net cash proceeds received from one or more equity offerings of the Company. The indenture governing the 2021 Senior Notes contains covenants that limit the Company’s ability to, among other things: (i) incur additional indebtedness, issue preferred equity and guarantee indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock; (iii) prepay, redeem or repurchase certain material debt; (iv) make loans and investments; (v) sell or otherwise dispose of assets; (vi) sell stock of the Company’s subsidiaries; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends and (x) consolidate, merge or sell all or substantially all of the Company’s assets. The 2021 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by a subsidiary of the Company, BCPE Diamond Netherlands TopCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and the Company’s existing and subsequently acquired or organized direct and indirect material wholly owned restricted subsidiaries that guarantee indebtedness under the New Senior Secured Credit Facilities (other than those organized in Italy). Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts arising within our notional cash pooling system. Sale-Leaseback Transactions During March 2020, the Company completed sale-leaseback transactions under which it sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, the Company entered into agreements to lease the properties back from the purchaser over initial lease terms of 15 years. The leases for the two properties include an initial term of 15 years and four, five-year renewal options and provides for the Company to evaluate each property individually upon certain events during the life of the lease, including individual renewal options. The Company classified the leases as a financing obligation to be paid over 15 years. The current and non-current portions are included in current portion of long-term debt and long-term debt, less current portion, respectively, on the Condensed Consolidated Balance Sheets. | NOTE 10 — DEBT AND CREDIT FACILITIES As of December 31, 2020 and December 31, 2019, the components of debt and credit facilities were as follows: December 31, December 31, (in millions) 2020 2019 Senior Secured Credit Facilities US Dollar Term Loan $ 873.0 $ 882.0 US Dollar Incremental Loan 149.6 — Euro Term Loan 1,146.9 1,062.5 Revolving Credit Facility — 120.0 Notes 548.5 503.0 Short-term borrowings 0.4 0.6 Finance lease obligations 5.2 2.4 Financing obligations 22.5 — Unamortized deferred financing costs (39.6) (44.6) Unamortized original issue discount (6.2) (3.4) Total debt 2,700.3 2,522.5 Less: Current portion of long-term debt (13.2) (11.2) Short-term borrowings (0.4) (0.6) Long-term debt $ 2,686.7 $ 2,510.7 Senior Secured Credit Facilities On September 6, 2017, the Company entered into the Senior Secured Credit Facilities comprised of a $900.0 million senior secured US dollar denominated term loan (the “USD Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the USD Term Loan, the “Term Loan Facility”) and a $250.0 million revolving credit facility (the “Revolving Credit Facility” together with the “USD Term Loan” and the “Euro Term Loan” make up the “Senior Secured Credit Facilities”). Both the US Dollar Term Loan and the Euro Term Loan mature on September 6, 2024 while the Revolving Credit Facility matures on September 6, 2022. The interest rate associated with the US Dollar Term Loan is 3.00% plus a 3-month LIBOR rate. At December 31, 2020, the interest rate for the US Dollar Term Loan is 3.21%. The interest rate associated with the Euro Term Loan is a EURIBOR rate plus 3.25%, and the EURIBOR rate has a floor of 0%. At December 31, 2020, the interest rate for this term loan is 3.25%. Deferred financing costs of $51.2 million related to the issuance of the US Dollar Term Loan and the Euro Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the term loans. Unamortized deferred financing costs were $28.4 million and $34.2 million as of December 31, 2020 and December 31, 2019, respectively. Original issue discount of $5.1 million related to the Senior Secured Credit Facilities is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the Senior Secured Credit Facilities. The unamortized original issue discount balance for the Senior Secured Credit Facilities is $2.9 million and $3.4 million at December 31, 2020 and December 31, 2019, respectively. Costs of $6.4 million related to entering into the Revolving Credit Facility are recorded as “Deferred financing costs” and are being amortized on a straight-line basis over the term of the Revolving Credit Facility. Unamortized deferred financing costs related to the Revolving Credit Facility were $2.2 million and $3.3 million as of December 31, 2020 and December 31, 2019, respectively. As of December 31, 2020, the Company had $9.9 million of letters of credit outstanding which would have reduced the available borrowing capacity under the Revolving Credit Facility to approximately $240.1 million. As of December 31, 2019, the Company had $0.7 million of outstanding letters of credit which would have reduced the available borrowing capacity under the Revolving Credit Facility to approximately $129.3 million. The 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 Senior Secured Credit Facilities also contain various events of default, the occurrence of which could result in the acceleration of all obligations. As of December 31, 2020 we were in full compliance with the provisions contained within the covenants. New Term Loan One June 23, 2020, the Company entered into an agreement in which the Company borrowed an additional $150.0 million in connection with the Senior Secured Credit Facilities (“New Term Loan” or “US Dollar Incremental Loan”). The new term loan is considered a new loan commitment under which the existing Senior Secured Credit Facilities is amended for certain changes in connection with the borrowing. The net proceeds after the deferred financing costs and original issue discount (as defined below) was $144.5 million. The Company will repay the loan in quarterly installments in the amount of $375,000 beginning September 30th, 2020, with $144.4 million payable at maturity on September 6, 2024. The interest rate associated with the New Term Loan is 5.00% plus a 3-month LIBOR rate, and the 3-month LIBOR rate has a floor of 1.00%. At December 31, 2020, the interest rate for the New Term Loan is 6.00%. Deferred financing costs of $1.7 million related to the issuance of the New Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the term loan. Unamortized deferred financing fees were $1.5 million as of December 31, 2020. Original issue discount of $3.8 million related to the New Term Loan is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the loan. The original issue discount balance for the New Term Loan is $3.3 million at December 31, 2020. Notes On August 8, 2017, the Company issued €450 million of Notes and related guarantees thereof and the proceeds were placed into escrow pending the consummation of the Diversey Acquisition. On September 6, 2017, the proceeds of the Notes were released from escrow and, together with the Equity Contribution and the proceeds from borrowings under the Term Loan Facility, were used to fund the Diversey Acquisition. The Notes were sold at par and are due August 15, 2025. The Notes bear interest at 5.625% and interest is payable semi-annually on February 15 and August 15 commencing on February 15, 2018. Costs related to the issuance of the Notes of $14.5 million are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the Notes. Unamortized deferred financing costs were $9.7 million and $10.6 million as of December 31, 2020 and December 31, 2019, respectively. On or after August 15, 2020, the Company has the option to redeem all or part of the Notes at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on August 15 of the each of the years indicated below: Year Percentage 2020 102.8 % 2021 101.4 % 2022 and thereafter 100.0 % Upon the occurrence of certain events constituting a change of control, holders of the Notes have the right to require the Company to repurchase all or any part of the Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date. The indebtedness evidenced by the Notes is senior unsecured indebtedness of the Company, is senior in right of payment to all future subordinated indebtedness of the Company and is equal in right of payment to all existing and future senior indebtedness of the Company. The Notes are effectively subordinated to any secured indebtedness of the Company (including indebtedness of the Company outstanding under the Senior Secured Credit Facilities) to the extent of the value of the assets securing such indebtedness. The Notes are unconditionally guaranteed on a senior basis by certain of the Company’s subsidiaries. The indenture governing the Notes contains covenants that restrict the ability of the Issuer and its subsidiaries to, among other things, incur additional debt, make certain payments including payment of dividends or repurchase equity interest of the Issuer, make loans or acquisitions or capital contributions and certain investments, incur certain liens, sell assets, merge or consolidate or liquidate other entities, and enter into transactions with affiliates. Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts to temporarily fund our working capital needs. Sale-Leaseback Transactions During March 2020, the Company completed sale-leaseback transactions under which it sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, the Company entered into agreements to lease the properties back from the purchasers over initial lease terms of 15 years. The leases for the two properties include an initial term of 15 years and The Company classified the leases as a financing obligation to be paid over 15 years. The current and non- current portions are included in current portion of long-term debt and long-term debt, less current portion, respectively, on the Consolidated Balance Sheets. Future repayments Below is a schedule of required future principal repayments of our Senior Secured Credit Facilities, New Term Loan and Notes outstanding on December 31, 2020: (in millions) 2021 $ 22.3 2022 22.3 2023 22.3 2024 2,102.6 2025 548.5 Thereafter — $ 2,718.0 |
PREFERRED EQUITY CERTIFICATES
PREFERRED EQUITY CERTIFICATES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PREFERRED EQUITY CERTIFICATES | ||
PREFERRED EQUITY CERTIFICATES | NOTE 9 — PREFERRED EQUITY CERTIFICATES Constellation was financed in part by preferred equity certificates (“PECs”), which are commonly used in private equity transactions in Luxembourg for tax planning purposes. PECs were a part of the capital structure, although classified as a debt instrument, because they had an unconditional obligation to be redeemed in cash. The PECs are summarized in the following table: Carrying Value Foreign Carrying Maturity Interest December 31, Currency Value Interest (in millions) date Rate 2020 Redemption Translation September 30, 2021 Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — The Series 1 PECs were legal obligations to security holders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs were yield-free and had a term of 30 years from the date of issuance, but could be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs were at a price equal to par value. On March 25, 2021, the Series 1 PECs were exchanged for ordinary shares of the Company as part of the Reorganization Transactions discussed in Note 1. | NOTE 11 — PREFERRED EQUITY CERTIFICATES Constellation (BC) 2 S.à r.l., was financed in part by preferred equity certificates (PECs), which are commonly used in private equity transactions in Luxembourg for tax planning purposes. PECs are a part of the capital structure and though classified as a debt instrument because they have an unconditional obligation to be redeemed in cash. The PECs are summarized in the following table: Carrying Carrying Value Foreign Value Maturity Interest December 31, Borrowing/ Currency December 31, Interest (in millions) date Rate 2019 (Reimbursement) Translation 2020 Expense Series 1 PECs 9/1/2047 See below $ 588.4 $ — $ 53.3 $ 641.7 $ — The Series 1 PECs are legal obligations to securityholders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs are yield-free and have a term of 30 years from the date of issuance, but can be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs are at a price equal to par value. |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITIES | ||
DERIVATIVES AND HEDGING ACTIVITIES | NOTE 10 — DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Derivative Positions Summary The following table details the fair value of our derivative instruments, which are included as a part of our other non-current assets, other current liabilities and other non-current liabilities in our Condensed Consolidated Balance Sheets. (in millions) September 30, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Cross currency swaps $ 6.6 $ — Total derivative assets $ 6.6 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.8) — Cross currency swaps (11.3) — Total derivative liabilities $ (12.1) $ (20.8) Derivatives not designated as hedging instruments: Derivative liabilities Interest rate swaps $ (14.8) $ — Total derivative liabilities $ (14.8) $ — Our derivatives consist of the following: (in millions) Notional Amount Original Maturity in Months Floating to fixed interest rate swap(1) (2) $ 720.0 60 Fixed to floating interest rate swap(2) $ 720.0 36 U.S. dollar to Euro currency swap $ 500.0 60 U.S. dollar floating to Euro fixed interest rate swap $ 500.0 60 U.S. dollar interest rate cap $ 650.0 36 (1) The notional amount is reduced to $ 315.0 million at month 48. (2) In connection with our debt refinancing in 2021, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap . Foreign Currency Forward Contracts Designated as Cash Flow Hedges The primary purpose of our cash flow 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. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income (loss) 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. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months. As of September 30, 2021 and December 31, 2020, there were no foreign currency forward contracts designated as cash flow hedges. Interest Rate Swap and Cross Currency Contracts Designated as Cash Flow Hedges In connection with entering into the New Senior Secured Credit Facilities and issuing the 2021 Senior Notes, we also entered into a series of derivative agreements to manage the impacts of fluctuations in interest rates and currency exchange rates on a portion of the Company’s floating-rate and U.S. dollar denominated debt. We record gains and losses on the interest rate and cross currency swap contracts that qualify as cash flow hedges in other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $14.8 million and $17.8 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $3.0 million of net unrealized after-tax derivative loss included in accumulated other comprehensive income (“AOCI”) will be reclassified into Other (income) expense, net, on the 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 of $13.1 million will be reclassified into Interest expense on the Condensed Consolidated Statement of Operations over the remaining life of the derivative contract. 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. Effect of all Derivative Instruments on Income The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Cash flow hedges: Foreign currency forward contracts (1) $ — $ — $ — $ 0.5 Interest rate swaps (1) 2.3 (2.2) 6.8 (3.1) Total $ 2.3 $ (2.2) $ 6.8 $ (2.6) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and nine months ended September 30, 2021 and September 30, 2020. | NOTE 12 — DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Foreign Currency Forward Contracts Designated as Cash Flow Hedges The primary purpose of our cash flow 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 change in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income (loss) to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Consolidated Statement of Cash Flows. These contracts generally have original maturities of less than 12 months. The fair value of our foreign currency forward asset is $0.2 million at December 31, 2019 and is included as part of our Prepaid expenses and other current assets in our Consolidated Balance Sheets. The fair value of our foreign currency forward liability is $2.2 million at December 31, 2019 and is included as part of Other current liabilities in our Consolidated Balance Sheets. As of December 31, 2020 there were no foreign currency forward contacts designated as cash flow hedges. Interest Rate Swap Contracts Designated as Cash Flow Hedges During August 2019, the Company entered in a series of interest rate swaps with a notional amount of $720 million. The primary purpose of our cash flow hedging activities is to manage the potential adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of the Company’s floating-rate debt. We record gains and losses on the Interest Rate Swap contracts that qualify as cash flow hedges in other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Consolidated Statement of Cash Flows. These contracts have original maturities of 60 months Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $15.6 million for the year ended December 31, 2020. 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 $6.6 million of net unrealized after-tax derivative loss included in accumulated other comprehensive income (AOCI) will be reclassified into earnings within the next twelve months. Fair Value of Derivative Instruments See Note 13 for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments. The following table details the fair value of our derivative instruments included in the Consolidated Balance Sheets: December 31, December 31, (in millions) 2020 2019 Derivative assets Foreign currency forward contracts $ — $ 0.2 Interest rate swaps — 6.5 Total derivative assets $ — $ 6.7 Derivative liabilities Foreign currency forward contracts $ — $ (2.2) Interest rate swaps (20.8) — Total derivative liabilities $ (20.8) $ (2.2) The following table details the effect of our derivative instruments on our Consolidated Statements of Operations: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ 0.5 $ 0.2 $ 0.5 Interest rate swaps (1) (5.3) — — Total $ (4.8) $ 0.2 $ 0.5 (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in other (income) expense during the year ended December 31, 2020 and December 31, 2019. |
FAIR VALUE MEASUREMENTS AND OTH
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | ||
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | NOTE 11 — 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: September 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.9 $ 2.9 $ — $ — Restricted cash and compensating balance deposits $ 7.3 $ 7.3 $ — $ — Interest rate swaps, net liability $ (14.8) $ — $ (14.8) $ — Interest rate caps, net liability $ (0.8) $ — $ (0.8) $ — Cross currency swaps, net liability $ (4.7) $ — $ (4.7) $ — Contingent consideration $ (7.2) $ — $ — $ (7.2) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) Cash Equivalents Our cash equivalents consist of bank time deposits (Level 1) and money market funds (Level 1). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The money market funds are redeemable upon demand and seek to maintain their net asset value at $1 per unit. As of September 30, 2021 and December 31, 2020, the Company classified its money market funds as Cash and cash equivalents with a market value of zero and $113.0 million, respectively. Restricted Cash and Compensating Balances As disclosed in Note 5 We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our Condensed Consolidated Balance Sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our Condensed Consolidated Statements of Cash Flows. We have other compensating balance deposits of $0.3 million that are required by certain financial institutions as cash collateral for credit provided to us. The balance is reflected within Other non-current assets on the Condensed Consolidated Balance Sheet. Derivative Financial Instruments Our foreign currency forward contracts and interest rate swaps are recorded at fair value on our Condensed Consolidated Balance Sheets that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and the LIBOR rate. These inputs are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these foreign currency forward contracts are investment grade rated by Standard & Poor’s and Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Contingent Consideration We have recorded contingent consideration related to earn-out provisions from our previous acquisitions. The fair values of such contingent consideration were derived using a discounted cash flow model based on the projection of performance metrics, which are generally based upon achieving certain revenue targets as outlined in the various provisions within the purchase agreements and the probability of achieving the targets. We re-measure amounts related to contingent consideration liabilities related to acquisitions that were carried at fair value on a recurring basis in the Condensed Consolidated Financial Statements for which a fair value measurement was required. We recorded $7.2 million and $8.2 million in contingent consideration liability at September 30, 2021 and December 31, 2020, respectively, for various acquisitions that occurred prior to 2017. With respect to the above contingent consideration liabilities, which is a Level 3 consideration, there was a $0.9 million gain and a $0.7 million loss included in other (income) expense within the Condensed Consolidated Statement of Operations for the three months ended September 30, 2021 and September 30, 2020, respectively. There was a $1.0 million and a $2.0 million gain included in other (income) expense within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021 and September 30, 2020, respectively. Other Financial Instruments The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our 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 Senior Notes. Due to the limited investor base and the face value of our Senior Notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields, to calculate the yield to maturity and the price on some of our Senior Notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. These inputs are provided by an independent third party and are considered to be Level 2 inputs. These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: September 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,456.6 $ 1,477.4 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.8 507.7 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,950.4 $ 1,985.1 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances, such as acquisitions. Credit and Market Risk Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. It is our policy to have counterparties to these contracts that are rated at least BBB- or higher by Standard & Poor’s and Baa3 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. | NOTE 13 — FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS Fair Value Measurements In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine the fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2020 Total Fair (in millions) Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) December 31, 2019 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 12.4 $ 12.4 $ — $ — Restricted cash and compensating balance deposits $ 14.0 $ 14.0 $ — $ — Foreign currency forward contracts, net liability $ 2.0 $ 2.0 $ — $ — Interest rate swaps, net asset $ 6.5 $ — $ 6.5 $ — Contingent consideration $ (12.5) $ — $ — $ (12.5) Cash Equivalents Our cash equivalents consist of bank time deposits (Level 1) and money market funds (Level 1). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The money market funds are redeemable upon demand and seek to maintain their net asset value at $1 per unit. As of December 31, 2020, the Company classified its money market funds as Cash and cash equivalents with a market value of $113.0 million. Restricted Cash and Compensating Balances As disclosed in Note 6, we entered into a Master Agreement in connection with a non-recourse trade receivables factoring program with Factofrance with respect of several of our companies located in Europe under individually executed RPAs. Under the Master Agreement, we are required to maintain and segregate certain cash balances, the usage of which is restricted under the terms of the Master Agreement, of which $5.4 million is held as collateral and classified within Other Non-current Assets on the Company’s Consolidated Balance Sheet. The remaining $3.1 million is cash received but considered restricted and classified within Prepaid Expenses and Other Current Assets on the Company’s Consolidated Balance Sheet. We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our consolidated balance sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our consolidated statements of cash flows. We have other compensating balance deposits of $0.3 million that are required by certain financial institutions as cash collateral for credit provided to us. The balance is reflected within Other non-current Assets on the Company’s Consolidated Balance Sheet. Derivative Financial Instruments Our foreign currency forward contracts and interest rate swaps are recorded at fair value on our Consolidated Balance Sheets that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and the LIBOR rate. These inputs are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these foreign currency forward contracts are investment grade rated by Standard & Poor’s and Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Contingent Consideration We recorded contingent consideration related to earn-out provisions from our previous acquisitions. The fair values of such contingent consideration were derived using a discounted cash flow model based on the projection of performance metrics, which are generally based on upon achieving certain revenue targets as outlined in the various provisions within the purchase agreements and the probability of achieving them. We remeasure amounts related to contingent consideration liabilities related to acquisitions that were carried at fair value on a recurring basis in the consolidated financial statements for which a fair value measurement was required. We recorded approximately $8.2 million and $12.5 million in contingent consideration liability at December 31, 2020 and December 31, 2019 respectively, for various acquisitions occurring prior to 2017. With respect to the above contingent consideration liabilities, which is a Level 3 consideration, the amount of (gain) loss included in other (income) expense within the consolidated statement of operations was $1.1 million, $(5.5) million, and $(0.1) million for year ended December 31, 2020 December 31, 2019, and December 31, 2018, respectively. Other Financial Instruments The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our Consolidated Balance Sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities. Other liabilities that are recorded at carrying value on our Consolidated Balance Sheets include our debt. We utilize a market approach to calculate the fair value of our Notes. Due to the limited investor base and the face value of some of our 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 Notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. These inputs are provided by an independent third party and are considered to be Level 2 inputs. These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2020 December 31, 2019 Carrying Carrying (in millions) Amount Fair Value Amount Fair Value US Dollar Term Loan (1) $ 859.1 $ 856.3 $ 864.6 $ 863.4 US Dollar Incremental Term Loan (1) 144.8 149.0 — — Euro Term Loan (1) 1,129.5 1,161.0 1,042.5 1,058.8 Notes (2) 538.7 552.7 492.4 494.2 Revolving credit facility — — 120.0 120.0 Preferred Equity Certificates 641.7 641.7 588.4 588.4 $ 3,313.8 $ 3,360.7 $ 3,107.9 $ 3,124.8 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances, such as acquisitions. Credit and Market Risk Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. It is our policy to have counterparties to these contracts that are rated at least BBB- or higher by Standard & Poor’s and Baa3 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. |
DEFINED BENEFIT PENSION PLANS
DEFINED BENEFIT PENSION PLANS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | ||
DEFINED BENEFIT PENSION PLANS | NOTE 12 — DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS The following table shows the components of our net periodic benefit income: Line Item on Condensed Three Months Nine Months Consolidated Statements Ended September 30, Ended September 30, of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.5 $ 4.9 $ 4.4 Selling, general and administrative expenses Interest cost 0.2 0.7 1.6 2.3 Other income Expected return on plan assets (4.5) (4.2) (13.7) (12.0) Other income Total benefit income $ (2.7) $ (2.0) $ (7.2) $ (5.3) Our net periodic benefit costs for our other post-employment benefit plans was not material for the three and nine months ended September 30, 2021 and September 30, 2020. | NOTE 14 — DEFINED BENEFIT PENSION PLANS Retirement Savings Plans We maintain qualified contributory retirement savings plans in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for contributions in cash based upon the amount contributed to the plans by the participants. Retirement savings plans costs are charged to operations and totaled $1.5 million, $1.8 million and $1.6 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively. We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans. Defined Benefit Pension Plans In connection with the Diversey Acquisition, the Company assumed certain defined benefit plans related to non-U.S. subsidiaries and retained certain plan assets associated with the assumed obligations. All defined pension plan obligations for current and former employees in the United States, Canada and the United Kingdom were retained by Sealed Air. We recognize the funded status of each defined pension benefit plan as the difference between the fair value of plan assets and the projected benefit obligation of the employee benefit plans in the Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. Each over-funded plan is recognized as an asset and each underfunded plan is recognized as a liability on the Consolidated Balance Sheets. Subsequent changes in the funded status are reflected in unrecognized pension items, a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. The amount of unamortized pension items is recorded net of tax. The measurement date used to determine the projected benefit obligation and the fair value of plan assets is December 31. We have amortized actuarial gains or losses over the average future working lifetime (or remaining lifetime of inactive participants if there are no active participants). We have used the corridor method, where the corridor is the greater of ten percent of the projected benefit obligation or fair value of assets at year end. If actuarial gains or losses do not exceed the corridor, then there is The following table shows the components of our net period benefit cost for the years ended December 31, 2020, December 31, 2019, and December 31, 2018: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Net periodic benefit cost: U.S. and international net periodic cost included in selling, general and administrative expenses $ 6.0 $ 4.9 $ 5.8 U.S. and international net periodic income included in other (income) expense, net (12.9) (8.9) (10.8) Total benefit $ (6.9) $ (4.0) $ (5.0) Obligations and Funded Status The following table sets forth the changes to the projected benefit obligations (“PBO”) and plan assets for the year ended years ended December 31, 2020, December 31, 2019, and December 31, 2018 for the Company’s defined benefit pension plans. The measurement date used to determine benefit obligations and plan assets is December 31 for all material plans. Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Change in benefit obligation: Projected benefit obligation at beginning of period $ 546.0 $ 519.1 $ 544.5 Service cost 6.0 4.9 5.8 Interest cost 4.2 7.0 7.2 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Actuarial loss (gain) 47.1 49.7 (9.9) Plan Amendments — (12.4) — Settlements (8.2) (8.2) (1.5) Currency translation adjustment 49.1 (7.4) (20.5) Projected benefit obligation at end of period $ 636.4 $ 546.0 $ 519.1 Change in plan assets: Fair value of plan assets at beginning of period $ 378.1 $ 333.2 $ 350.9 Actual return on plan assets 22.2 51.7 (7.9) Settlements (8.2) (8.2) (1.5) Employer contributions 12.0 12.5 10.8 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Currency translation adjustment 34.2 (4.4) (12.6) Fair value of plan assets at end of period $ 430.5 $ 378.1 $ 333.2 Unfunded status, net $ 205.9 $ 167.9 $ 185.9 Accumulated benefit obligation at end of period $ 613.7 $ 524.5 $ 496.0 Amounts recognized in the Consolidated Balance Sheet: Other non-current assets $ 0.2 $ 0.4 $ 1.3 Other current liabilities (3.0) (2.4) (2.2) Other non-current liabilities (203.1) (165.9) (185.0) Net amount recognized $ (205.9) $ (167.9) $ (185.9) Components of Net Periodic Benefit Cost The following table sets forth the components of net period benefit cost for the year ended December 31, 2020, December 31, 2019, and December 31, 2018: Line Item on Year Ended Year Ended Year Ended Consolidated December 31, December 31, December 31, Statement of (in millions) 2020 2019 2018 Operations Net period benefit cost: Service cost $ 6.0 $ 4.9 $ 5.8 Selling, general and administrative expenses Interest cost 4.2 7.0 7.2 Other (income) expense, net Expected return on plan assets (17.2) (16.5) (18.0) Other (income) expense, net Amortization of prior service cost and net actuarial loss (0.8) — — Other (income) expense, net Loss recognized during fiscal year due to settlement 0.9 0.6 — Other (income) expense, net Net period benefit cost (6.9) (4.0) (5.0) Changes in plan assets and benefit obligations recognized in other comprehensive loss: Net actuarial loss (gain), net 47.1 49.7 (9.9) Loss recognized during fiscal year due to settlement (0.9) (0.6) — Prior service credit occurring during fiscal year — (12.4) — Prior Service Credit Amortized During Fiscal Year 1.4 — — Net (Loss) or Gain Amortized During Fiscal Year (0.6) — — Asset loss (gain) occurring during the year (4.9) (35.1) 25.2 Total loss recognized in other comprehensive loss 42.1 1.6 15.3 Total recognized in net periodic benefit cost and other comprehensive income $ 35.2 $ (2.4) $ 10.3 The PBO is the actuarial present value of benefits attributable to employee service rendered to date that takes into account estimated future pay increases. The accumulated benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service to date that does not take future employee increases into account. The following table reflects the ABO for all defined benefit pension plans as of December 31, 2020 and December 31, 2019, respectively. Further, the table reflects the aggregate PBO, ABO and fair value of plan assets for pension plans with PBO in excess of plan assets and for pension plans with ABO in excess of plan assets. December 31, December 31, (in millions) 2020 2019 ABO $ 613.7 $ 524.5 Plans with PBO in excess of plan assets PBO $ 633.7 $ 543.2 ABO $ 610.9 $ 521.6 Fair value of plan assets $ 427.6 $ 374.8 Plans with ABO in excess of plan assets PBO $ 618.6 $ 530.0 ABO $ 598.3 $ 510.5 Fair value of plan assets $ 413.3 $ 362.3 The accumulated net actuarial gains (losses) for pensions and other post-employment benefits primarily relate to differences between the actual net periodic expense and the expected net periodic expense from differences in significant assumptions, primarily including return on plan assets and discount rates used in these estimates. Estimated Future Benefit Payments The following table reflects the total benefit payments expected to be made for defined benefits: (in millions) 2021 $ 15.1 2022 15.4 2023 15.8 2024 18.2 2025 17.3 2026 – 2030 109.7 Actuarial Assumptions We determine our material assumptions for all plans on an annual basis as of December 31. Weighted average assumptions used to determine benefit obligations at December 31, 2020 and December 31, 2019 were as follows: December 31, December 31, 2020 2019 Benefit obligations: Discount rate 0.6 % 1.0 % Rate of compensation increase 1.9 % 2.1 % Pension increase rate 1.5 % 1.5 % Weighted average assumptions used to determine net period benefit cost for the year ended December 31, 2020 and December 31, 2019 were as follows: Year Ended Year Ended December 31, December 31, 2020 2019 Benefit cost: Discount rate 1.0 % 1.7 % Expected long-term rate of return 4.4 % 5.3 % Rate of compensation increase 2.1 % 2.1 % Pension increase rate 1.5 % 1.5 % The discount rates used reflect the expected future cash flow based on plan provisions, participant data as of the latest actuarial valuation and the currencies in which the expected future cash flows will occur. For the majority of defined benefit pension obligations, the Company utilizes prevailing long-term high quality corporate bond indices applicable to the respective country at the measurement date. In countries where established corporate bond markets do not exist, the Company utilizes other index movement and duration analysis to determine discount rates. The long-term rate of return on plan assets assumptions reflect economic assumptions applicable to each country and assumptions related to the preliminary assessments regarding the type of investments to be held by the respective plans. Plan Assets We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. The expected return on plan assets is calculated based on the fair value of plan assets at year end. To determine the expected return on plan assets, expected cash flows have been taken into account. Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we invest assets primarily in a diversified mix of equity and fixed income investments. Our targeted asset by category percentages are as follows: Equity securities 41 % Debt securities 41 % Real estate 8 % Other 10 % Total 100 % The fair values of our pension plan assets, by asset category, and fair value levels are as follows: December 31, 2020 December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 4.8 $ 4.7 $ 0.1 $ — $ 5.8 $ 5.7 $ 0.1 $ — Fixed income funds (2) 172.1 1.0 171.1 — 142.7 0.9 141.8 — Equity funds (3) 178.2 0.1 178.1 — 156.5 0.2 156.3 — Real estate 30.3 — 30.3 — 29.0 — 29.0 — Other (4) 45.1 — 2.9 42.2 44.1 — 5.1 39.0 Total $ 430.5 $ 5.8 $ 382.5 $ 42.2 $ 378.1 $ 6.8 $ 332.3 $ 39.0 (1) Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates, government securities, commercial paper and time deposits. (2) Fixed income funds that invest in a diversified portfolio of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value at year end. (3) Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European securities. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end. (4) The majority of these assets are invested in real estate funds and other alternative investments. Also includes insurance contracts, which consists of the Company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Balance at beginning of period $ 39.0 $ 40.5 Gains on assets still held at year-end 1.3 1.6 Purchases, sales, issuances and settlements (1.6) (1.2) Transfers in and/or out of Level 3 0.1 (1.1) Foreign exchange (loss)/gain 3.4 (0.8) Balance at end of period $ 42.2 $ 39.0 Level 3 pension assets are remeasured at least annually. Real estate properties, which are primarily located in Switzerland, are valued under the income approach using the discounted cash flow method, by which the market value of the property is determined as the total of all projected future earnings discounted to the valuation date. Insurance contracts are valued under the income approach using the discounted cash flow method. The discount rate and various assumptions used for the insurance contracts are consistent with the assumptions used by the actuary to measure the pension benefit obligation. |
OTHER POST-EMPLOYMENT BENEFITS
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2020 | |
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS | |
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS | NOTE 15 — OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS Prior to the Acquisition, Sealed Air provided for partial healthcare, dental, vision and life insurance benefits for certain retired Diversey employees, primarily in North America. The defined benefit obligations related to this post-employment benefit were not assumed by the Company in connection with the Acquisition. The Company implemented a replacement retiree health care reimbursement plan for certain North American employees. The plan is funded on a pay-as-you-go basis. In accordance with ASC Topic 715, the amount of the accumulated benefit obligation on the initiation date is accounted for as prior service cost and is deferred as a component of accumulated other comprehensive income and amortized over the period benefited. Obligations and Funded Status The measurement date used to determine the other long-term post-employment obligations was December 31. The following table sets forth the changes to the projected benefit obligations (“PBO”) and plan assets for the year ended December 31, 2020 and December 31, 2019, respectively, for the Company’s other long-term post-employment plans: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of period $ 1.8 $ 1.6 Service cost 0.1 0.1 Interest cost 0.1 0.1 Actuarial gain 0.2 — Benefit obligation at end of period 2.2 1.8 Underfunded status $ 2.2 $ 1.8 Amounts recognized in balance sheet: Other non-current liabilities $ 2.2 $ 1.8 Net amount recognized $ 2.2 $ 1.8 Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ 0.2 $ — Prior service credit — (0.5) Total $ 0.2 $ (0.5) The accumulated net actuarial (gains) losses for other post-employment benefits primarily relate to differences between the actual net periodic expense and the expected net periodic expense from differences in significant assumptions which are primarily the discount rates used in these estimates. The accumulated prior service cost for the other post-employment benefit plan relates to the remaining unamortized amount of the ABO on the initiation date of the plan. There is no estimated pretax amounts that is expected to be amortized from accumulated other comprehensive loss into net periodic benefit costs during 2021 for other long-term post-employment plans. Components of Net Periodic Benefit Cost The following table sets forth the components of net period benefit cost for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively: Year Ended Year Ended Year Ended December 31, December 31, December 31, Line Item on Consolidated (in millions) 2020 2019 2018 Statement of Operations Components of net periodic benefit cost and amounts recognized in other comprehensive income (loss): Net period benefit (credit) cost: Service cost $ 0.1 $ 0.1 $ 0.1 Selling, general and administrative expenses Interest cost 0.1 0.1 0.1 Other (income) expense, net Amortization of prior service cost — — 0.2 Other (income) expense, net Net period benefit cost $ 0.2 $ 0.2 $ 0.4 Assumptions In determining the present value of other post-employment obligations and net periodic benefit cost as of December 31, 2020 and December 31, 2019 the Company used the following assumptions: December 31, December 31, 2020 2019 Weighted average discount rate to determine benefit obligations 2.0 % 2.6 % Weighted average discount rate to determine net cost 2.6 % 3.6 % The health care cost trend rate used was 6.2% trending down to 4.9% in future years. A 1.00% increase in health care costs will increase our benefit obligation by approximately $0.1 million while a 1.00% decrease in health care costs will decrease our benefit obligation by approximately $0.1 million. |
INCOME TAXES
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
INCOME TAXES | NOTE 13 — INCOME TAXES Generally, we account for income taxes in interim periods in accordance with ASC 740, which 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 and nine months ended September 30, 2021, 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 September 30, 2021, 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, non-deductible shared-based compensation, estimated withholding taxes, and a change in our mix of earnings by jurisdiction. For the three months ended September 30, 2020, the difference in the statutory income tax provision and the recorded income tax provision was primarily attributable to estimated withholding taxes, and estimated book-tax differences that are permanent in nature. For the nine months ended September 30, 2021, the difference in the statutory income tax benefit and the recorded income tax provision was primarily attributable to non-deductible shared-based compensation, an increase in the valuation allowance related to limitations on the deductibility of interest expense, estimated withholding taxes, and a change in our mix of earnings by jurisdiction. For the nine months ended September 30, 2020, the difference in the statutory income tax provision and the recorded income tax provision was primarily attributable to estimated withholding taxes, estimated book-tax differences that are permanent in nature, and a change in our mix of earnings by jurisdiction. Tax Receivable Agreement As part of the Reorganization Transactions, the Company entered into a tax receivable agreement (the “TRA”) with the pre-IPO owners of Constellation and certain other members of management (the “TRA Recipients”). The TRA requires the Company to make payments to the TRA Recipients as part of the consideration for their shares in Constellation or as part consideration for the note receivable held by them, as applicable, for 85% of the tax benefits realized by the Company when utilizing certain U.S. and Dutch income tax attributes generated, or owned by, or attributable to, the Company on or prior to the date of the IPO, and any tax deductions available to the Company that relate to the transaction expenses incurred by the Company as a result of the consummation of the IPO. The Company expects to utilize a significant portion of these income tax attributes based on current projections of taxable income, and therefore, expects to realize tax benefits. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such tax benefits. Under the TRA, generally, the Company will retain the benefit of the remaining 15% of the applicable tax savings. As of September 30, 2021, the Company’s liability under the TRA on an undiscounted basis was $258.0 million, which is presented within Other non-current liabilities on the Condensed Consolidated Balance Sheet. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company and its subsidiaries generate each year, the tax rate then applicable and the use of net operating losses. The payment obligations under the TRA are the Company’s obligations and are not obligations of Constellation. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 3.00%. The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales, certain forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits. | NOTE 16 — INCOME TAXES U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 U.S. $ (5.6) $ (119.3) $ (210.4) Non-U.S. (23.7) 43.0 (14.3) Total $ (29.3) $ (76.3) $ (224.7) Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Current U.S. $ 1.5 $ 2.3 $ 3.4 Non-U.S. 36.5 60.0 36.3 Total current expense 38.0 62.3 39.7 Deferred U.S. (37.1) (7.0) 14.2 Non-U.S. 8.3 (22.6) (39.5) Total deferred tax benefit (28.8) (29.6) (25.3) Income tax provision $ 9.2 $ 32.7 $ 14.4 Reconciliation to Statutory Provision A reconciliation of income taxes computed at Luxembourg’s statutory income tax rate of 24.9% and our provision for income taxes is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Statutory provision (benefit) $ (7.3) $ (19.0) $ (56.0) U.S. state income taxes, net of federal benefit (9.7) (3.1) (1.8) Foreign earnings taxed at different rates 2.8 2.7 11.9 Permanent differences 0.8 9.2 11.2 Share-based compensation 16.9 — — Net change in valuation allowance (6.5) (12.0) 2.2 Audit settlements and changes to unrecognized tax benefits (10.3) 8.1 17.1 Deferred tax asset adjustments 5.2 11.7 16.9 Net change in estimate of prior period tax (4.6) 2.8 10.1 Change in tax laws 14.5 23.4 (26.0) Withholding taxes 8.8 5.4 4.7 Goodwill impairment — — 15.7 Other (1.4) 3.5 8.4 Income Tax Provision $ 9.2 $ 32.7 $ 14.4 For 2020, the difference in the statutory income tax benefit of $(7.3) million and the recorded income tax provision of $9.2 million was primarily attributable to $16.9 million of income tax expense related to non- deductible share-based compensation and $14.5 million of income tax expense driven by changes to tax laws impacting our deferred tax liabilities, offset by a net favorable change of $10.3 million from audit settlements and changes to unrecognized tax benefits. For 2019, the difference in the statutory income tax benefit of $(19.0) million and the recorded tax provision of $32.7 million was primarily attributable to $23.4 million of income tax expense driven by changes to tax laws impacting deferred tax liabilities, $11.7 million of unfavorable adjustments to deferred tax balances in foreign subsidiaries, $9.2 million of income tax expense related to the impact of permanent differences, and a net unfavorable change of $8.1 million from audit settlements and changes to unrecognized tax benefits. These increases to income tax expense were partially offset by a net $12.0 million decrease in the valuation allowance as a result of changes in the assessment of the realizability of non-U.S. deferred tax assets. For 2018, the difference in the statutory income tax benefit of $(56.0) million and the recorded tax provision of $14.4 million was primarily attributable to a net unfavorable change of $17.1 million from audit settlements and changes to unrecognized tax benefits, $16.9 million of unfavorable adjustments to deferred tax balances, $15.7 million of income tax expense related to non-deductible goodwill impairment, $11.9 million of income tax expense related to foreign earnings taxed at higher effective rates, and $11.2 million of income tax expense related to the impact of permanent differences. These increases to income tax expense were offset by a net $26.0 million income tax benefit related to changes to tax laws impacting deferred tax liabilities. Deferred Tax Balances Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Deferred Tax Assets Accruals not yet deductible for tax purposes $ 82.1 $ 56.2 Net operating loss carryforwards 82.4 75.7 U.S., Non-U.S. and state tax credits 12.2 3.2 Employee benefit items 46.4 38.0 Intercompany losses 36.0 35.8 Intercompany interest 34.7 26.0 Lease liability 16.0 20.7 Other 8.4 7.6 Gross deferred tax assets 318.2 263.2 Less: Valuation allowance (79.5) (102.1) Total deferred tax assets 238.7 161.1 Deferred Tax Liabilities Depreciation and amortization (33.7) (26.3) Unremitted foreign earnings (1.1) (1.7) Intangibles (324.4) (291.4) Other — (8.3) Total deferred tax liabilities (359.2) (327.7) Net deferred tax liability $ (120.5) $ (166.6) We have investments in various foreign subsidiaries. The unremitted earnings for investments in foreign subsidiaries are not considered to be indefinitely reinvested, and we have recognized a deferred tax liability related to those earnings. To the extent that there are outside basis differences beyond the unremitted earnings, we have not recognized a deferred tax liability as we are considered to be indefinitely reinvested in our foreign subsidiaries. Determination of the amount of unrecognized deferred taxes that would apply in recovering the outside basis differences in our foreign subsidiaries is impracticable due to the complexity of the calculations and the assumptions about the circumstances existing if and when remittance occurs. We have a U.S. federal NOL of $35.8 million (tax effected $7.5 million) which can be carried forward indefinitely. We also have U.S. state NOLs in the amount of $292.2 million (tax effected $18.4 million) which expire over various tax years. Of the $18.4 million U.S. state NOLs, $14.7 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have non-U.S. NOLs totaling $241.8 million (tax effected $56.5 million) which expire during various tax years. Of the $56.5 million non-U.S. NOLs, $11.4 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have $10.6 million of U.S. foreign tax credits, which expire in 2030. Of the $10.6 million of U.S. foreign tax credits, $7.6 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have $1.7 million of U.S. state research and development credits. We do not expect to use any of these state credits and as such, a valuation allowance has been recorded. Unrecognized Tax Benefits The following table summarizes the activity related to our gross unrecognized tax benefits: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Balance at beginning of period $ 74.9 $ 74.7 $ 47.7 Gross increases – tax positions in current period — 2.2 48.1 Decreases from settlements with tax authorities (13.2) — — Lapse of statute of limitations (1.6) (2.0) (21.1) Balance at end of period $ 60.1 $ 74.9 $ 74.7 The total amount of gross unrecognized tax benefits was $60.1 million, $74.9 million and $74.7 million as of December 31, 2020, 2019 and 2018 respectively, of which, $42.9 million, $57.8 million and $62.2 million, if recognized, would affect our effective tax rate, respectively. During the year ended December 31, 2020, gross unrecognized tax benefits decreased by approximately $14.8 million, primarily as a result of settling non-U.S. tax matters. The Company classifies interest expense and penalties related to liabilities for unrecognized tax benefits in the consolidated financial statements as income tax expense. As of December 31, 2020 and December 31, 2019, accrued interest and penalties related to unrecognized tax benefits totaled $8.1 million and $7.5 million, respectively. Our U.S. federal income tax return is subject to examination for a period of three years after its filing date. The earliest year open is the tax year 2018. Income tax returns in non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years after their filing date. We have various non-U.S. returns in the process of examination but have largely concluded all other income tax matters for the years prior to 2012. We believe that an adequate provision has been made for any adjustments that may result from the ongoing examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolutions occurs. Although the timing of resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14 — 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 these matters should not have a material adverse effect on the Company’s consolidated financial position or results of operations or cash flows. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. Guarantees and Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: ● Product 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 ● Intellectual property warranties by us to third parties in which we have agreed to indemnify the licensee against third party infringement claims. | NOTE 17 — COMMITMENTS AND CONTINGENCIES At times, we are subject to governmental investigations and various legal actions and claims from governmental agencies and other parties. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We record a liability in the Consolidated Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from these matters are inherently difficult to predict. Management believes that the ultimate disposition of these matters should not have a material adverse effect on the Company’s consolidated financial position or results of operations or cash flows. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. Guarantees and Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: ● Product 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 ● Intellectual property warranties by us to third parties in which we have agreed to indemnify the licensee such third parties against infringement claims. Asset retirement obligations We have recorded asset retirement obligations primarily associated with asbestos abatement, lease restitution and the removal of underground tanks. Our asset retirement obligation liabilities were $6.6 million and $5.6 million at December 31, 2020 and December 31, 2019, respectively. We also recorded assets within property and equipment, net which included $0.5 million and $0.5 million related to buildings and $0.2 million and $0.4 million related to leasehold improvements as of December 31, 2020 and December 31, 2019, respectively. We did not have accretion expense for the years ended December 31, 2020 and December 31, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 15 — RELATED PARTY TRANSACTIONS Bain Capital On September 6, 2017, in conjunction with the Diversey Acquisition, we entered into a management agreement with Bain Capital, our previous Sponsor. Pursuant to the management agreement, we paid Bain Capital a fee for advisory, consulting and other services (the “Management Fee”). Pursuant to the management agreement, we paid an annual management fee of $7.5 million plus Bain Capital’s reasonable out-of-pocket expenses. Upon closing of the IPO, the management agreement terminated pursuant to its terms, and we paid Bain Capital a lump sum amount of $17.5 million. During the three months ended September 30, 2020, we recorded $1.8 million of Management Fee expense. During the nine months ended September 30, 2021 and September 30, 2020, we recorded $19.4 million and $5.6 million of Management Fee and termination fee expenses, respectively. In addition to the Management Fee and prior to the termination of the management agreement, we paid consulting fees to Bain Capital for services related to future transactions or in consideration of any additional services. For the three months ended September 30, 2021 and September 30, 2020, we paid Bain Capital zero and $2.9 million, respectively, for consulting fees. For the nine months ended September 30, 2021 September 30, 2020 There were no fees due to Bain Capital at September 30, 2021 or December 31, 2020. Beginning in 2019, Phil Wieland served as our interim CFO while employed by Bain Capital. We did not pay a separate salary under the terms of the management agreement. Mr. Wieland was named interim CEO in January of 2020 and was later named permanent CEO in July of 2020. We may conduct business with other Bain Capital affiliates from time to time in the normal course of business. Although we may have common owners with these affiliates depending upon the Bain Capital fund ownership structure, we believe the terms were comparable to terms available or amounts that would be paid or received, as applicable, in an arm’s-length transaction with a party unrelated to us. | NOTE 18 — RELATED PARTY TRANSACTIONS Bain On September 6, 2017, in conjunction with the Diversey acquisition, we entered into a management agreement with Bain, our Sponsor. Pursuant to the management agreement, we pay Bain a fee for advisory, consulting and other services (the “Management Fee”). Pursuant to the management agreement, we will pay an annual management fee of $7.5 million plus Bain’s reasonable out-of-pocket expenses. The Management Fee is payable on a quarterly basis in advance on or before the start of each calendar quarter. During the year ended December 31, 2020, 2019 and 2018, we recorded $7.5 million, $7.5 million and $7.5 million of Management Fee expenses, respectively. In addition to the management fee, we may pay consulting fees to Bain for services related to future transactions or in consideration of any additional services provided to us under the management agreement. For the years ended December 31, 2020 and 2019 we paid Bain $9.8 million of consulting fees. For the year ended December 31, 2018 we did not pay Bain consulting fees. There are no amounts due to Bain at December 31, 2020 and December 31, 2019. Beginning in 2019, Phil Wieland served as our interim CFO while employed by Bain. We did not pay a separate salary under the terms of the management agreement. Mr. Wieland was named interim CEO in January of 2020 and was later named permanent CEO in July of 2020. We may conduct business with other Bain affiliates from time to time in the normal course of business. Although we may have common owners with these affiliates depending upon the Bain fund ownership structure, we believe the terms were comparable to terms available or amounts that would be paid or received, as applicable, in an arm’s-length transaction with a party unrelated to us. Investment in Virox As discussed in Note 3, we, along with Virox, are parties to inter-entity transactions that include a distribution agreement, royalty agreement and a supply agreement. Under a distribution agreement, we recognized revenue totaling $85.1 million for the year ended December 31, 2019. We also recognized royalty expense of $3.3 million during the year ended December 31, 2019, respectively. We purchased $42.4 million inventory from Virox for the year ended December 31, 2019 under the supply agreement. As discussed in Note 5, on December 17, 2019, Diversey acquired all Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (EPA, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP was valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). Virox was provided a global royalty free non-exclusive license (License Agreement) under the current IP (current and pending Virox patents only) in perpetuity in order to continue its existing private label and branded business for the markets it currently serves. Additionally, Virox acquired Diversey’s shares held in Virox Holdings, Inc. and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million, resulting in a gain of $13.0 million. The Company accounted for its investment in Virox under the equity method, this investment was initially recognized at fair value as part of the Diversey Acquisition. The carrying amount of the investment was adjusted to recognize changes in the Company’s share of net assets of Virox since the acquisition date. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | ||
SHARE-BASED COMPENSATION | NOTE 16 — SHARE-BASED COMPENSATION Compensation Expense Share-based compensation expense is recognized on a straight-line basis over the requisite service periods, and our policy is to recognize forfeitures as they occur. Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Cost of sales $ 0.9 $ — $ 6.9 $ — Selling, general and administrative expenses 15.1 0.6 92.4 1.2 Total $ 16.0 $ 0.6 $ 99.3 $ 1.2 Awards Classified as Equity Pre-IPO Management Equity Incentive Plan and Exchange to Restricted Shares During 2018, Constellation S.à r.l, a subsidiary of the Company, adopted a management equity incentive plan (“MEIP”), consisting of Class B through Class F shares (“MEIP Shares”) granted to certain domestic and foreign employees (“Participants”). Prior to the IPO, the value of the MEIP Shares was classified as a liability, and was remeasured at each reporting period. Upon closing of the IPO and following the Reorganization Transactions, the MEIP Shares were converted into (i) vested ordinary shares which correspond to the value of MEIP Shares that were vested as of the consummation of the IPO and (ii) restricted ordinary shares which correspond to the value of MEIP Shares that were nonvested as of the consummation of the IPO. The restricted ordinary shares will vest on the same terms and conditions as applied to the MEIP Shares to which they relate, and are not subject to performance conditions. Compensation expense of $12.1 million and $0.5 million was recorded for the three months ended September 30, 2021 and September 30, 2020, respectively. Compensation expense of $60.8 million and $1.1 million was recorded for the nine months ended September 30, 2021 and September 30, 2020, respectively. The conversion of MEIP shares and exchange for vested ordinary shares resulted in $68.1 million being reclassified from Non-current liabilities to Additional paid-in capital during the nine months ended September 30, 2021. Future vesting of restricted ordinary shares will also be credited to Additional paid-in capital. A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at September 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (1,186,014) 15.00 Forfeited (7,540) 15.00 Nonvested at September 30, 2021 6,569,677 $ 15.00 2021 Omnibus Incentive Plan On March 24, 2021, our Board adopted the 2021 Omnibus Incentive Plan (“2021 Plan”), pursuant to which employees, consultants and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2021 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, bonus shares, dividend equivalents, other share-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders. We have reserved 15,000,000 ordinary shares (inclusive of issued and outstanding awards) for issuance under the 2021 Plan. Restricted Share Units Restricted Share Units (“RSUs”) are accounted for using the fair value method, which requires measurement and recognition of compensation expense for awards based upon the grant-date fair value. RSUs are generally subject to service-based vesting or cliff vesting. Compensation expense of $1.8 million and $6.3 million was recorded for the three and nine months ended September 30, 2021, respectively. A summary of changes in outstanding nonvested RSUs is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,607,988 15.00 Vested (189,120) 15.00 Forfeited — — Nonvested at September 30, 2021 1,418,868 $ 15.00 Awards Classified as Liabilities Long-Term Incentive Plan During 2018 certain employees were granted awards under a cash long-term incentive plan (“LTIP”). No vesting or payout occurred for the LTIP awards until the occurrence of an Exit Event, as defined in the cash LTIP agreement. The closing of the IPO was an Exit Event. Upon an Exit Event requiring achievement of a specified performance target, the LTIP payout amount would have been the sum of a Time-Based Payout and Performance-Based Payout, both as defined in the cash LTIP agreement. The value of the LTIP is classified as a liability. Compensation expense of $1.2 million and $29.7 million was recorded for the three and nine months ended September 30, 2021, respectively. Prior to the IPO, we determined it was not probable that the performance conditions would be met, therefore, no resulting compensation expense was recorded for the three or nine months ended September 30, 2020, or for any period prior to the IPO. Cash-Settled Restricted Share Units Upon closing of the IPO, certain employees were granted cash-settled restricted stock unit awards based on the share price on the date of the IPO. These awards cliff-vest after three years from the date of grant and will be settled in cash based on the Company’s share price on the vesting date. The value of the cash-settled restricted stock units is classified as a liability. Compensation expense of $0.9 million and $2.5 million was recorded for the three and nine months ended September 30, 2021, respectively. | NOTE 19 — SHARE-BASED COMPENSATION During 2018 we implemented a management equity incentive plan (MEIP) and cash long-term incentive plan (LTIP), whereby grants were made pursuant to each plan to certain employees. These awards are accounted for under ASC 718, Compensation-Stock Compensation. MEIP During 2018, Constellation S.à.r.l., a subsidiary of the Company, adopted a management equity incentive plan (MEIP), consisting of Class B through Class F incentive shares (Incentive Shares) granted to certain domestic and foreign employees (Participants). The Class B Incentive Shares, which represent 50% of the awards, vest ratably, except for the occurrence of a Change in Control, as defined in the Security holder Agreement (SHA), whereby vesting accelerates to 100%. Vesting does not accelerate upon completion of an initial public offering as it does not constitute a Change in Control under the SHA. Participants are entitled to receive distributions as/when paid by the issuer, in the amounts determined in the SHA and are subject to a waterfall distribution. Class C through Class F participants are also subject to certain performance targets within the distribution waterfall. The SHA contains an employer call option whereby we have the option to repurchase the Incentive Shares upon employee termination based upon amounts outlined in the SHA. For the majority of our awards, as the issuer’s intent is to exercise the call option upon employee termination, the awards must be classified as a liability, and will be remeasured at each reporting period. We also have certain awards that are not subject to call options and classified as equity. In 2019, the Class F shares were exchanged pro rata for Class C through Class E shares. Compensation expense is recognized straight-line over the requisite service period, which is determined to be approximately five years due to the call option feature included in the awards. For the year ended December 31, 2020, we recorded $67.5 million in compensation expense valuing our awards at fair value in accordance with ASC 718. For the year ended December 31, 2019, we recorded $3.0 million in compensation expense, of which $1.2 million was recorded through equity, valuing our awards at intrinsic value in accordance with ASC 718. We did not record any compensation expense or liability for the year ended December 31, 2018. We have not recorded any compensation expense or liability for our performance-based awards for the years ended December 31, 2020, 2019 and 2018 as the performance conditions are not probable of being met. Our policy is to recognize forfeitures as they occur. As of December 31, 2020, there was $85.9 million of unrecognized compensation expense related to the non-vested awards. The cost is expected to be recognized over a weighted-average period of 2.3 years. The following is a summary of Incentive Shares activity as of and for the years ended December 31, 2020, December 31, 2019 and December 31, 2018: Shares Shares granted during 2018 7,187,341 Shares forfeited during 2018 (1,685,689) Total shares outstanding at December 31, 2018 5,501,652 Shares granted during 2019 2,220,039 Shares forfeited during 2019 (1,806,372) Total shares outstanding at December 31, 2019 5,915,319 Shares granted during 2020 2,946,707 Shares forfeited during 2020 (195,659) Total shares outstanding at December 31, 2020 8,666,367 Shares available to be issued at December 31, 2020 698,654 Total shares authorized at December 31, 2020 9,365,021 Vested shares at December 31, 2020 1,682,307 LTIP During 2019 the issuer also granted certain employees LTIP awards. No vesting or payout occurs for the LTIP awards until the occurrence of an Exit Event, as defined in the Cash LTIP agreement. Upon an Exit Event under which a specified performance target is achieved, the LTIP payout amount is the sum of a Time-Based Payout and Performance-Based Payout, both as defined. At December 31, 2020, we determined it is not probable that the performance conditions will be met. Therefore, |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTRUCTURING ACTIVITIES | ||
RESTRUCTURING ACTIVITIES | NOTE 17 — RESTRUCTURING AND EXIT ACTIVITIES In the third quarter of 2021, the Company exited certain businesses that leased equipment to customers under sales-type leases, as we further refine our business model and our strategy of selling solutions to customers. In 2018, the Company began a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. These activities primarily consisted of a reduction in headcount to realign our personnel resources with the Company’s business needs. The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Lease receivable contracts, net $ 16.5 $ — $ 16.5 $ — Inventory and Property and equipment 0.4 — 0.4 — Employee termination benefits 2.9 2.0 5.5 5.3 Restructuring and exit costs 19.8 2.0 22.4 5.3 Other associated restructuring charges 1.1 0.3 5.5 1.8 Total $ 20.9 $ 2.3 $ 27.9 $ 7.1 Restructuring and exit costs are presented separately on the Condensed Consolidated Statements of Operations. Other associated restructuring costs are recorded within Transition and transformation costs on the Condensed Consolidated Statements of Operations. The following table provides the details for the restructuring and exit cost liabilities: Lease Inventory and Employee Receivable Property and Termination (in millions) Contracts, Net Equipment Benefits Total Balance as of December 31, 2020 $ — $ — $ 26.3 $ 26.3 Accrual and accrual adjustments 16.5 0.4 5.5 22.4 Cash payments during period — — (15.7) (15.7) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of September 30, 2021 $ 16.5 $ — $ 15.9 $ 32.4 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 September 30, 2021. We anticipate paying the employee termination benefits of $15.9 million in the restructuring accrual within the next twelve months. Restructuring and exit costs by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 19.5 $ 0.5 $ 20.8 $ 2.9 Food & Beverage 0.3 — 1.2 0.6 Corporate — 1.5 0.4 1.8 Total $ 19.8 $ 2.0 $ 22.4 $ 5.3 | NOTE 20 — RESTRUCTURING ACTIVITIES In the first quarter of 2018, the Company began a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. These activities primarily consisted of a reduction in headcount to realign our personnel resources with the Company’s business needs. The following table details our restructuring activities as reflected in the Consolidated Statements of Operations is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Restructuring charges $ 25.6 $ 19.8 $ 24.9 Other associated restructuring charges 4.7 6.5 6.4 Total $ 30.3 $ 26.3 $ 31.3 Restructuring charges are recorded separately on the Consolidated Statements of Operations. Other associated restructuring charges are recorded within transition and transformation costs on the Consolidated Statements of Operations. The following table provides the details for the restructuring accrual for the year ended December 31, 2020 and December 31, 2019, respectively: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Restructuring accrual at beginning of period $ 13.4 $ 9.5 Accrual and accrual adjustments 25.6 19.8 Cash payments during period (12.5) (16.1) Foreign currency translation (0.2) 0.2 Restructuring accrual at end of period $ 26.3 $ 13.4 We anticipate paying the remaining $26.3 million of restructuring accrual within the next twelve months. This amount is included in Accrued restructuring costs on the Consolidated Balance Sheet at December 31, 2020. Restructuring charges by segment were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 25.6 $ 6.9 $ 7.7 Food & Beverage 0.8 0.8 4.1 Corporate/Unallocated 3.9 18.6 19.5 Total $ 30.3 $ 26.3 $ 31.3 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ||
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 18 — ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables provide detail of comprehensive loss: Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 31.3 7.8 39.1 Amounts reclassified from AOCI to net income — — (6.8) (6.8) Net change — 31.3 1.0 32.3 Balance September 30, 2021 $ (42.6) $ (122.8) $ (15.0) $ (180.4) Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (1.2) (99.7) (21.8) (122.7) Amounts reclassified from AOCI to net income — — — — Net change (1.2) (99.7) (21.8) (122.7) Balance September 30, 2020 $ (14.8) $ (154.4) $ (18.0) $ (187.2) | NOTE 21 — ACCUMULATED OTHER COMPREHENSIVE LOSS The following table provides detail of comprehensive loss for the year ended December 31, 2020 and the year ended December 31, 2019, respectively: Cash flow Accumulated Cumulative hedging Other Unrecognized Translation activities, net Comprehensive (in millions) Pension Items Adjustment of tax Loss Balance December 31, 2018 $ (10.9) $ (84.5) $ 0.6 $ (94.8) Other comprehensive (loss) income before reclassifications (2.7) 29.8 2.7 29.8 Amounts reclassified from AOCI to net income — — 0.5 0.5 Net change (2.7) 29.8 3.2 30.3 Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (28.2) (99.4) (15.0) (142.6) Amounts reclassified from AOCI to net income (0.8) — (4.8) (5.6) Net change (29.0) (99.4) (19.8) (148.2) Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) The following table provides details of amounts reclassified from accumulated other comprehensive income during the year ended December 31, 2020 and December 31, 2019: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Defined benefit plans and other post-employment benefits: Prior service costs $ (1.4) $ — Actuarial gain (losses) 0.6 — Total pre-tax amount (0.8) — Tax expense (benefit) 0.2 — Net of tax (0.6) — Reclassifications from unrealized gains/losses from derivative instruments: Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts 0.5 0.2 Interest rate and currency swaps (5.3) 0.5 Total pre-tax amount (4.8) 0.7 Tax expense (benefit) 1.0 (0.2) Net of tax (3.8) 0.5 Total reclassifications for the period $ (4.4) $ 0.5 |
SEGMENTS
SEGMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SEGMENTS | ||
SEGMENTS | NOTE 19 — 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, our net sales are comprised of commercial cleaning, sanitation and hygiene products and solutions for food safety and service, food and beverage plant operations, floor care, housekeeping and room care, laundry and hand care. Net sales for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 487.2 $ 522.4 $ 1,431.5 $ 1,490.6 Food & Beverage 177.7 158.7 515.0 471.2 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 84.3 $ 89.2 $ 233.5 $ 253.2 Food & Beverage 34.3 26.4 101.3 83.9 Total $ 118.6 $ 115.6 $ 334.8 $ 337.1 The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated income (loss) before income tax provision (benefit): Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 118.6 $ 115.6 $ 334.8 $ 337.1 Corporate costs (12.0) (8.8) (34.2) (32.2) Interest expense (25.8) (32.4) (97.4) (94.8) Interest income 0.8 1.2 2.9 4.6 Amortization expense of intangible assets (24.2) (24.8) (72.6) (74.0) Depreciation expense included in cost of sales (20.4) (21.4) (62.0) (64.4) Depreciation expense included in selling, general and administrative expenses (2.9) (2.3) (6.9) (6.2) Transition and transformation costs and non-recurring costs (1) (7.5) (11.2) (33.1) (20.0) Restructuring and exit costs (2) (19.8) (2.0) (22.4) (5.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) 2.9 0.3 2.7 (0.3) Adjustment to tax indemnification asset (4) (0.1) (0.1) (1.4) (1.4) Merger and acquisition-related cost (5) — (0.9) — (0.9) Bain Capital management fee (6) — (1.8) (19.4) (5.6) Non-cash pension and other post-employment benefit plan (7) 4.3 3.5 12.0 9.7 Unrealized foreign currency exchange gain (loss) (8) 2.4 8.8 (5.2) 17.6 Factoring and securitization fees (9) (1.4) (1.3) (3.6) (3.2) Share-based compensation (10) (16.0) (0.6) (99.3) (1.2) Tax receivable agreement adjustments (11) — — (4.1) — Loss on extinguishment of debt (12) (15.6) — (15.6) — Realized foreign currency exchange loss on debt refinancing (13) (4.5) — (4.5) — Other items (1.7) (1.7) (2.8) (2.3) Income (loss) before income tax provision (benefit) $ (22.9) $ 20.1 $ (132.1) $ 57.2 (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary to become a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 17 — Restructuring and Exit Activities. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine Peso to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during the nine months ended September 30, 2021. (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) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 5 — Financial Statement Details. (10) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (11) Represents the adjustment to our Tax Receivable Agreement liability primarily due to changes in tax laws that impact the realizability of the attributes of the Tax Receivable Agreement. See Note 13 — Income Taxes. (12) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 8 — Debt and Credit Facilities. (13) For the three and nine months ended September 30, 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million on the refinancing of the Senior Secured Credit Facilities. See Note 8 — Debt and Credit Facilities. Geographic Regions Net sales (1) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 82.9 $ 84.6 $ 245.5 $ 249.5 Europe 313.8 280.3 841.8 840.2 Latin America 45.5 37.2 133.6 124.7 Middle East & Africa 63.0 52.5 170.9 164.9 North America (2) 159.7 226.5 554.7 582.5 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and nine months ended September 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $120.5 million and $175.4 million for the three months ended September 30, 2021 and 2020, respectively, and $390.4 million and $463.7 million for the nine months ended September 30, 2021 and 2020, respectively. | NOTE 22 — 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. During the fourth quarter of 2020, the Company reorganized its business structure, which reflects the method by which the chief operating decision maker of Company assesses its performance and allocates its resources. Our new reportable segment structure includes two segments: (i) Institutional; and (ii) Food and Beverage (“F&B”). All prior period information has been recast to reflect these two segments as our new reportable segments. Prior to our re-segmentation in the fourth quarter of 2020, our historical reportable segments were five geographic regions: (i) North America; (ii) Europe; (iii) Asia-Pacific; (iv) Middle East and Africa; and (v) Latin America. 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 & 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, Pharma, 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. As described in Note 1, our Net Sales are comprised of commercial cleaning, sanitation and hygiene products and solutions for food safety and service, food and beverage plant operations, floor care, housekeeping and room care, laundry and hand care. Net sales for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 1,995.3 $ 1,979.1 $ 2,023.9 Food & Beverage 633.9 644.8 664.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 340.7 $ 296.4 $ 279.8 Food & Beverage 114.4 101.9 99.6 Total $ 455.1 $ 398.3 $ 379.4 The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated loss before income tax provision: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Adjusted EBITDA for reportable segments $ 455.1 $ 398.3 $ 379.4 Corporate costs (14) (53.9) (58.5) (57.8) Interest expense (127.7) (141.0) (135.2) Interest income 5.9 7.5 5.8 Amortization expense of intangible assets acquired (98.2) (93.7) (91.2) Depreciation expense included in cost of sales (89.5) (84.4) (73.4) Depreciation expense included in selling, general and administrative expenses (7.9) (7.4) (7.6) Impairment of goodwill (1) — — (68.5) Transition and transformation costs and non-recurring costs (2) (42.5) (52.8) (120.6) Restructuring costs (3) (25.6) (19.8) (24.9) Foreign currency loss related to Argentina subsidiaries (4) (1.6) (11.4) (3.4) Adjustment to tax indemnification asset (5) (2.8) (7.1) (31.0) Merger and acquisition-related cost (6) (1.0) (0.3) (7.3) Acquisition accounting adjustments (7) — (1.9) (5.3) Bain Capital management fee (8) (7.5) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (9) 12.9 8.8 10.5 Foreign currency loss (gain) (10) 25.1 (10.8) 16.3 Factoring and securitization fees (11) (4.3) (3.4) (0.6) Share-based incentive compensation (12) (67.5) (3.0) — Gain on sale of business and investments (13) — 13.0 — Other items 1.7 (0.9) (2.4) Loss before income tax provision $ (29.3) $ (76.3) $ (224.7) (1) Represents impairment of goodwill primarily due to significant currency devaluation and volatility, as well as deterioration in economic conditions in Latin America and the Middle East and currency devaluation and lower than expected performance in Europe and North America. (2) In the period following the 2017 Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2020 include those necessary to become a publicly traded Company. (3) Includes costs related to restructuring programs including expenses mainly related to reduction in headcount. (4) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentinian Peso to the U. S. dollar and remeasurement charges/credits are recorded in our consolidated statements of operations rather than as a component of Cumulative Translation Adjustment on our consolidated balance sheets. (5) In connection with the 2017 Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. Refer to Note 16 for additional information. (6) In connection with the 2017 Acquisition, Twister Acquisition, Zenith Acquisition, Virox Acquisition, Wypetech Acquisition, and SaneChem Acquisition, we incurred acquisition-related costs during the years ended December 31, 2020. December 31, 2019 and December 31, 2018. These costs consisted primarily of investment banking, legal and other professional advisory services costs. (7) In connection with the 2017 Acquisition, Twister Acquisition and Zenith Acquisition, we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (8) Represents the fees paid to Bain Capital pursuant to a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. (9) 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. Refer to Note 14 for additional information. (10) Represents the unrealized foreign exchange impact on our operations. The gain recorded in the periods were primarily due to the impact of the strengthening of the U.S dollar to the euro on our U.S dollar denominated debt. For the year ended December 31, 2018, this item also includes a restructuring of certain intercompany loans related to a legal reorganization in connection with our tax planning strategy. (11) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 6 for additional information. (12) Represents compensation expense associated with our Management Equity Incentive Plan (“MEIP”) awards. Refer to Note 19 for additional information. (13) Represents the non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 for more information. (14) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. The following table shows assets allocated by reportable segments. Assets allocated by reportable segment include trade receivables, net and inventories. Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Institutional $ 492.2 $ 481.4 Food & Beverage 132.2 153.9 Corporate 3,661.7 3,578.2 Total $ 4,286.1 $ 4,213.5 Geographic Regions Net sales (1) Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 North America (2) $ 784.2 $ 581.1 $ 576.1 Latin America 168.7 203.3 226.1 Europe 1,132.9 1,189.4 1,225.3 Middle East & Africa 217.2 255.6 253.4 Asia Pacific 326.2 394.5 407.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Long-lived assets and right of use assets (3) December 31, December 31, (in millions) 2020 2019 North America (4) $ 76.5 $ 70.1 Latin America 14.4 16.3 Europe 136.8 146.2 Middle East & Africa 11.6 13.6 Asia Pacific 16.7 20.7 Total $ 256.0 $ 266.9 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the years ended December 31, 2020, 2019 or 2018. (2) Net sales to external customers within the U.S. were $610.9 million, $474.2 million and $463.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. (3) No non-U.S. country accounted for long-lived assets and right of use assets in excess of 10% of consolidated long-lived assets and right of use assets at December 31, 2020 and 2019. (4) Long-lived assets and right of use assets within the U.S. were $56.6 million and $55.0 million as of December 31, 2020 and 2019. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | ||
EARNINGS (LOSS) PER SHARE | NOTE 20 — EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in millions, except per share amounts) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (42.1) $ (42.1) $ 13.0 $ 13.0 $ (139.1) $ (139.1) $ 33.3 $ 33.3 Weighted average shares outstanding (1) 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share – weighted average shares 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Earnings (loss) per share $ (0.14) $ (0.14) $ 0.05 $ 0.05 $ (0.49) $ (0.49) $ 0.14 $ 0.14 (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For the three and nine months ended September 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. | NOTE 23 — EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: Year Ended Year Ended Year Ended December 31, December 31, December 31, Basic and Diluted Loss Per Share: 2020 2019 2018 Net loss attributable to common shareholders $ (38.5) $ (109.0) $ (239.1) Weighted average shares outstanding (a)(b) 243.2 141.7 141.3 Basic and diluted loss per share $ (0.16) $ (0.77) $ (1.69) (a) As described in Note 3 , the more dilutive effect of applying either the two-class method or the treasury stock method is used for the participating securities. Generally, the two-class method is more dilutive. Since the participating securities do not participate in losses of the Company, there was no allocation of losses to these securities for all periods presented above as the Company was in a net loss position. Therefore, the effects of the participating securities was not included under either method . (b) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2020 | |
Valuation and Qualifying Accounts and Reserves | |
Valuation and Qualifying Accounts and Reserves | Diversey Holdings, Ltd. SCHEDULE II Valuation and Qualifying Accounts and Reserves Foreign Balance at Charged to Currency Beginning of Costs and Translation and Balance at End Description Year Expenses Deductions Other (1) of Year (in millions) Year ended December 31, 2020 Allowance for trade receivables $ 21.5 $ 9.7 $ (4.3) $ 1.8 $ 28.7 Allowance for lease receivables $ — $ 1.4 $ — $ 5.0 $ 6.4 Inventory obsolescence reserve $ 15.3 $ 13.4 $ (3.9) $ (0.4) $ 24.4 Valuation allowance on deferred tax assets $ 102.1 $ (22.6) $ — $ — $ 79.5 Year ended December 31, 2019 Allowance for trade receivables $ 20.3 $ 4.1 $ (2.9) $ (0.1) $ 21.5 Inventory obsolescence reserve $ 16.1 $ 4.1 $ (4.8) $ — $ 15.3 Valuation allowance on deferred tax assets $ 142.4 $ (40.2) $ — $ (0.1) $ 102.1 Year ended December 31, 2018 Allowance for trade receivables $ 17.0 $ 7.4 $ (3.3) $ (0.7) $ 20.3 Inventory obsolescence reserve $ 13.2 $ 5.6 $ (2.2) $ (0.5) $ 16.1 Valuation allowance on deferred tax assets $ 102.3 $ 41.3 $ — $ (1.2) $ 142.4 (1) The allowance for trade receivables includes $2.1 million and the allowance for lease receivables includes $5.1 million for the year ended December 31, 2020 related to the adoption of ASC 326, Credit Losses. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
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, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation 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. | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation and accruals for commitments and contingencies. Management reviews these estimates and assumptions periodically and reflects the effects of any revisions in the consolidated financial statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets, and liabilities assumed is recorded as goodwill. Fair value determination is subject to a significant degree of estimates. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Where appropriate, external advisors are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation principles (e.g., multiple excess earnings and relief from royalty methods) which is considered to be a Level 3 fair value. Refer to Note 13 for further discussions related to this topic. The results of operations for businesses acquired are included in the financial statements from the acquisition date. | |
Foreign Currency Translation | Foreign Currency Translation Our reporting currency is the U.S. dollar. In most cases, non-U.S. based subsidiaries use their local currency as the functional currency for their respective business operations. Assets and liabilities of these operations are translated into U.S. dollars at the end of period exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded in “Currency Translation Adjustments” in the Consolidated Statements of Comprehensive Loss. Gains and losses from transactions denominated in foreign currencies other than the functional currency of the respective entity are included in the Consolidated Statements of Operations in Other (income) expense, net. | |
Impact of Inflation and Currency Fluctuations | Impact of Inflation and Currency Fluctuations Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Argentina has been designated a highly inflationary economy under U.S. GAAP effective July 1, 2018, and the U.S. dollar replaced the peso as the functional currency for our subsidiaries in Argentina. All peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange gain (loss) related to our Argentinian subsidiaries on the Consolidated Statement of Operations. As a result of this designation, we recorded a $1.6 million, $11.4 million and $2.4 million remeasurement loss for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. | |
Financial Instruments | Financial Instruments We may from time to time use financial instruments, such as cross-currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to borrowing and trade activities. We may also use these financial instruments from time to time to manage exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. Derivative instruments are reported at fair value and establish criteria for designation and the effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify the specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use forecasts and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk trying to be reduced. We regularly review hedge positions and the correlation between the transaction risks and the hedging instruments. Derivative instruments are accounted for as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income (loss) to the extent that hedges are effective and until the underlying transactions are recognized as gains or losses in the Consolidated Statements of Operations. Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures, is sold or terminated, or if it is determined that the underlying forecasted transactions are no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized in the Consolidated Statements of Operations over the period in which the income or expense on the underlying hedged transaction was recognized. See Note 12 for further discussion. | |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted Accounting Standards Codification Topic 606 (ASC 606), Revenue from Contracts with Customers, which provides guidance on how revenue with customers should be recognized. For additional information on our adoption of this accounting standard, see Note 4 for further discussion. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from products and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of products or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date, which corresponds with the transfer of control. Revenue for leased equipment for the year ended December 31, 2018 was accounted for under ASC Topic 840 Leases. Revenue for the year ended December 31, 2019 and December 31, 2020 was accounted for under ASC Topic 842 Leases. Our sales policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. We also record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. | |
Shipping and Handling Costs | Shipping and Handling Costs Costs incurred for the transfer and delivery of goods to customers are recorded as a component of cost of sales. | |
Advertising Expenses | Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses were $2.5 million, $3.4 million and $4.3 million for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Costs incurred are recorded as a component of Selling, general and administrative expenses within the Consolidated Statements of Operations. | |
Research and Development | Research and Development Research and development costs are expensed as incurred. Research and development costs were $32.2 million, $41.2 million and $43.0 million for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. | |
Share-Based Compensation | Share-Based Compensation During 2018, the Company implemented a Management Equity Incentive Plan (“MEIP”) and Cash Long-term Incentive Plan (“LTIP”), whereby grants were made pursuant to each plan to certain employees. We recognize expenses related to the fair value of these equity awards in accordance with ASC 718, Compensation-Stock Compensation. On November 12, 2020, we filed a confidential registration statement in preparation for an offering of equity securities. Prior to November 12, 2020 we elected to value the awards at the grant date and each reporting period using the intrinsic value method as permitted under ASC Topic 718. Beginning on November 12, 2020, we became a public entity and valued the MEIP awards at fair value in accordance with ASC 718. The estimated fair value of our MEIP awards is based upon a probability weighting of an initial public offering exit scenario and a sale exit scenario as further described below: a. The initial public offering scenario assumes a successful completion of an initial public offering in Q1 2021 based upon preliminary enterprise values from our bankers, adjusted for net debt and transaction fees. b. The sale exit scenario utilizes a Black Scholes option pricing model with the following key assumptions: enterprise value, expected volatility, risk-free interest rate, expected dividend yield and expected term. The assumptions used in our initial public offering and sale exit scenarios represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future. See Note 19 for further discussion. | |
Restructuring | Restructuring The Company’s restructuring activities are associated with a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. Restructuring charges incurred in connection with these activities consist of employee termination benefits (one-time arrangements and benefits attributable to prior service). Other associated restructuring charges include termination of contractual obligations, non-cash asset charges and other direct incremental costs. Restructuring charges are recorded separately on the Consolidated Statements of Operations. Other associated restructuring charges are recorded within transition and transformation costs on the Consolidated Statements of Operations. | |
Loss per Share | Loss per Share Basic and Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Vested share-based payment awards that contain non- forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Vested share- based payment awards issued under our MEIP are considered participating securities since the holders of these securities are entitled to receive distributions as and when paid by the issuer based upon a waterfall as described in the security holders agreement. The application of the two-class method for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 would have resulted in net losses being allocated to the participating securities. As the MEIP security holders do not participate in losses, there was no allocation of net loss in those periods. As such, 9,365,021, 5,915,319 and 5,501,652 shares of MEIP awards were excluded from the computation of weighted average shares outstanding equivalents of the Diluted loss per share for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively because their effect would have been anti- dilutive. See Note 23 for detailed information about the Company’s earnings per share calculations. | |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. We do not provide for income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested. Where we do not intend to indefinitely reinvest earnings of foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of provision (benefit) for taxes on income. | |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. | |
Restricted Cash and Compensating Balances | Restricted Cash and Compensating Balances Restricted cash (which includes compensating balance deposits) is recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. | |
Trade Receivables, Net | Trade Receivables, Net In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the Consolidated Balance Sheets, are net of allowances for doubtful accounts. We maintain trade receivable allowances for estimated losses resulting from the likelihood of failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorate. We charge-off trade receivables after all standard collection procedures have been applied without success. | |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, as determined by the first-in, first-out method. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the Consolidated Balance Sheets. See Note 6 for further discussion. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment acquired in the Diversey Acquisition were recorded at fair value as of the acquisition date and are depreciated over their estimated remaining useful lives using the straight-line method. We state property and equipment at cost, including the fair value of any asset retirement obligations upon initial recognition of the liability, except for the fair value of acquired property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20 Machinery and equipment 5 Other property and equipment 2 We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. See Note 7 for further discussion. | |
Free on Loan Equipment | Free on Loan Equipment We have sales arrangements in which certain equipment, an inventory item, is provided to customers for “free on loan” or at “no charge” on the condition that the customer purchases a minimum amount of related consumables for use with the equipment. Providing equipment to customers in this manner is part of a sales strategy that ensures the long-term and continued use by the end customer of our consumable products (e.g. chemical cleaning solutions). This practice is common in the markets we serve. Under these sales arrangements, we assign all revenue to the delivery of consumables and the equipment is depreciated over the equipment’s useful life or the life of the customer program, whichever is shorter. The equipment is classified as part of other non-current assets on our Consolidated Balance Sheets. See Note 9 for further discussion. | |
Asset Retirement Obligations | Asset Retirement Obligations We record asset retirement obligations at fair value at the time the liability is incurred if a reasonable estimate of fair value can be made. Accretion expense is recognized as an operating expense using the credit- adjusted risk-free interest rate in effect when the liability was recognized. The associated asset retirement obligations are capitalized as part of the carrying amount of the long-lived asset and depreciated over the estimated remaining useful life of the asset. The useful lives of property and equipment are discussed previously in the Property and equipment, net section. | |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets represent a significant portion of our total assets. Our goodwill had a carrying value of $467.0 million and $416.9 million at December 31, 2020 and 2019, respectively. Indefinite-lived intangible assets, which consist of acquired trade names, have a carrying value of $900.4 million and $846.6 million at December 31, 2020 and 2019, respectively. We review goodwill and indefinite-lived intangible assets for possible impairment on a reporting unit level, which are consistent with our operating segments, on an annual basis as of October 1st of each year, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts. In performing the annual goodwill impairment assessment, we have the option under GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude from the qualitative assessment that there are no indicators of impairment, we do not perform a quantitative test, which would require a valuation of the reporting unit as of October 1. GAAP provides a set of examples of macroeconomic, industry, market and company specific factors for entities to consider in performing the qualitative assessment described above, which factors are not all inclusive; management considers the factors it deems relevant in making its more likely than not assessments. While we also have the option under GAAP to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, we have elected to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. If we conclude from our qualitative assessment that there are indicators of impairment and that a quantitative test is required, the annual or interim quantitative goodwill impairment test involves comparing the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no impairment and no further testing is required. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized in an amount of the excess, limited to the amount of goodwill allocated to the reporting unit. Our annual assessment of the recovery of goodwill begins with management’s reassessment of its operating segments and reporting units. A reporting unit is an operating segment or one level below an operating segment, which is referred to as a component. This reassessment of reporting units is also made each time we change our operating segments. If the goodwill of a reporting unit is allocated to newly- formed reporting units, the allocation is made to each reporting unit based upon their relative fair values. The 2020 and 2019 annual assessments of goodwill was a quantitative test and did not identify any impairments. The 2018 annual assessment of goodwill was a quantitative test and identified impairment charges of $68.5 million, due primarily to significant currency devaluation, volatility and deterioration in economic conditions in Latin America and the Middle East, as well as currency devaluation and lower-than- expected performance in Europe and North America. The fair value of our reporting units is determined using both an income approach, which is based on discounted cash flows (“DCF”), and a market approach when we test goodwill for impairment, either on an interim basis or annual basis as of October 1 of each year. Significant judgments inherent in using a DCF analysis include the selection of appropriate discount and long-term growth rates and estimating the amount and timing of expected future cash flows. The expected cash flows used in the DCF analyses are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. The discount rates and growth rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate and the long-term growth rate, are assessed based on each reporting unit’s current results and forecasted future performance, as well as macroeconomic and industry specific factors, and reflect our best estimate as of the impairment testing date. Any changes in such assumptions or estimates as a result of changes in our budgets, forecasts or negative macroeconomic trends could significantly affect the value of the Company’s reporting units which could impact whether an impairment of goodwill has occurred. The discount rates used in the quantitative test for determining the fair value of our reporting units was 9.0% in 2020, and ranged from 8.0% to 13.5% in 2019 and from 9.5% to 14.0% in 2018. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. As of December 31, 2020, the estimate of the excess of fair value over carrying value is greater than 20% of the fair value for both of our reporting units. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded. The 2020, 2019 and 2018 annual assessments of indefinite-lived intangible assets did not identify any impairments. As of December 31, 2020, the aggregate carrying value of our indefinite-lived intangible assets, for which the most recent estimate of the excess of fair value over carrying value is less than 20% of the fair value, is $900.4 million. We determine the fair value of indefinite-lived intangible assets using a relief from royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license our trade names. The future cash flows are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. Assumptions used in the relief from royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in our annual indefinite-lived impairment assessment was | |
Long-Lived Assets | Long-Lived Assets Impairment and Disposal of Long-Lived Assets We perform an impairment review for definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such events may include, but are not limited to, a significant decrease in the market price of an asset or asset group, change in manner in which an asset is being used, significant change in business climate and significant cash flow or operating losses that demonstrate continuing losses associated with the use of the asset. We calculate the undiscounted value of the projected cash flows expected to result from the use and eventual disposition of the asset or asset group and compare this estimated amount to the carrying value of the asset or asset group. If the carrying amount is found to be greater than the undiscounted value of the projected cash flows of the asset or asset group, we record an impairment loss of the excess of carrying value over the fair value of the asset or asset group. In addition, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. Definite-lived intangible assets, such as trade names and customer relationships, are amortized over their estimated economic lives. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. | |
Self-Insurance | Self-Insurance We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities. | |
Pensions and Other Postemployment Benefits | Pensions and Other Postemployment Benefits In connection with the Diversey Acquisition, we assumed certain defined benefit plans and other long-term employee benefit obligations and acquired certain related plan assets for current employees of our subsidiaries. In addition to the defined benefit obligations assumed in connection with the Diversey Acquisition, we implemented a replacement retiree health care reimbursement plan for certain U.S. employees. Defined benefit plans specify an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation. The net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the obligations and are then adjusted for the impact of any unamortized prior service costs. As required by ASC 805 Business Combinations, all unamortized prior service costs and actuarial gains (losses) existing at the closing date of the Diversey Acquisition were eliminated in the determination of the fair value of the pension funded status at acquisition. The net obligation is then determined with reference to the fair value of the plan assets, if any. The discount rate used is the yield on bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the obligations. The calculations are performed by qualified actuaries using the projected unit credit method. We currently expect our contributions to these plans to be approximately $8.9 million in 2021. Refer to Note 14 for additional information related to these plans. | |
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 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, 2020 included in the Company’s Prospectus dated March 24, 2021 filed with the SEC in connection with the IPO. | |
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 Condensed Consolidated Financial Statements. Recently Adopted Pronouncements There were no accounting pronouncements which were adopted during the current period that had a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards Facilitation of the Effects of Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope | 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 Adopted Pronouncements | Recently Adopted Pronouncements Credit Losses — Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments(“ASU 2016-13”) and issued subsequent amendments to the initial guidance in November 2018, April 2019 and November 2019 (ASU 2018-19, ASU 2019-04 and ASU 2019-11, collectively Topic 326). ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model, which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. This ASU also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. The Company adopted Topic ASC 326 on January 1, 2020, and has applied the new standard modified retrospectively. Therefore, it recognized cumulative-effect adjustments to the opening balance of its accumulated deficit on January 1, 2020. The overall impact on transition to ASC 326 was a decrease of $5.7 million in net assets, comprised of a $2.1 million reduction in Trade receivables, net, a $5.0 million reduction Other non-current assets, offset by a $1.4 million increase in Deferred tax assets. The Company had two accounts that were within scope of the new standard — trade receivables and lease receivables. Lease receivables relate to the Company’s sales type finance leases and are recorded within Other receivables and Other non-current assets. Under the new ASC 326 impairment model, both accounts were required to create an allowance for the lifetime expected credit loss on the initial recognition date. In accordance with this standard, the Company measured all expected credit losses for both financial assets held at the reporting date, using factors including historical experience, current conditions, and reasonable and supportable forecasts. In calculating this estimate, the Company utilized historical experience, current conditions, and reasonable and supportable forecasts — specifically internal and external credit assessments of the customer, contract terms and conditions, country and political risk, and the customer’s mix of products purchased. The factors above are applied to the receivables balance to determine the allowance balance. When necessary, we utilize collection agencies and legal counsel to pursue recovery of defaulted receivables. Trade receivable balances are written off when deemed to be uncollectible and after collection efforts have been exhausted. Our historical credit losses have been approximately 1.15%, or less, of net trade sales over the last three years. The Company’s allowance for 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 Company is monitoring the impact that COVID-19 may have on outstanding receivables. The following represents the activity in our allowance for credit losses for trade and lease receivables for the years ended December 31, 2020 and December 31, 2019: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Balance, beginning of period $ 21.5 $ 20.3 Adoption of ASC 326 7.1 — Provision for bad debts 11.1 4.9 Write-offs (4.6) (3.7) Balance, end of period $ 35.1 $ 21.5 At December 31, 2020, our trade receivable balance was $342.0 million, net of allowances of $28.7 million. At December 31, 2019, our trade receivable balance was $426.3 million, net of allowances of $21.5 million. For the years ended December 31, 2020 and December 31, 2019, $9.7 million and $4.9 million, respectively, were charged to the provision for bad debts related to our trade receivables. At December 31, 2020, our lease receivable balance was $53.0 million, net of allowances of $6.4 million. At December 31, 2019, our lease receivable balance was $62.7 million, net of allowances of $(0) million. For the years ended December 31, 2020 and December 31, 2019, $1.4 million and $(0) million, respectively, were charged to the provision for bad debts related to our trade receivables. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Simplifying the Accounting for Income Taxes (Topic 740) In December 2019, the FASB issued ASU 2019-12, Income Taxes, Simplifying the Accounting for Income Taxes (Topic 740) Facilitation of the Effects of rate reform In March 2020, the FASB issued Accounting Standards Update (ASU) No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting reference rate expected to be discontinued. The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. We are currently in the process of evaluating this new standard update. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Asset Type Useful Life Building and building equipment 20 Machinery and equipment 5 Other property and equipment 2 |
Schedule of allowance for credit losses for trade and lease receivables | Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Balance, beginning of period $ 21.5 $ 20.3 Adoption of ASC 326 7.1 — Provision for bad debts 11.1 4.9 Write-offs (4.6) (3.7) Balance, end of period $ 35.1 $ 21.5 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
REVENUE RECOGNITION | ||
Schedule of revenues from contracts with customers | Three Months Nine Months Ended September 30, Ended September 30, (in millions) 2021 2020 2021 2020 Europe $ 313.0 $ 291.6 $ 838.9 $ 837.5 North America 158.0 221.3 549.8 577.3 Asia Pacific 81.2 73.3 239.4 238.2 Middle East and Africa 63.0 52.5 170.9 164.9 Latin America 45.5 37.1 133.6 124.6 Revenue from contracts with customers 660.7 675.8 1,932.6 1,942.5 Other revenue (Leasing: Sales-type and Operating) 4.2 5.3 13.9 19.3 Total revenue $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Europe $ 1,129.3 $ 1,186.9 $ 1,227.8 North America 777.2 574.8 564.3 Asia Pacific 312.0 371.6 381.4 Middle East and Africa 217.2 255.6 253.3 Latin America 168.5 203.0 225.9 Topic 606 Revenue 2,604.2 2,591.9 2,652.7 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 25.0 32.0 35.4 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITIONS. | ||
Fair values of the net assets acquired | The following table summarizes the final fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) SaneChem Cash and cash equivalents $ 2.1 Trade receivables 2.0 Inventories 1.4 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.7 Other non-current assets 0.1 Intangible assets 10.1 Accounts payable (0.9) Other current liabilities (0.8) Deferred taxes (1.8) Net assets acquired before goodwill on acquisition 13.0 Goodwill on acquisition 8.6 Net assets acquired $ 21.6 The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Wypetech Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 | The following table summarizes the preliminary fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) Cash and cash equivalents $ 2.3 Trade receivables 1.6 Inventories 1.7 Accounts payable (1.0) Other current liabilities (0.6) Other non-current liabilities (0.1) Net assets acquired before goodwill on acquisition 3.9 Goodwill on acquisition 17.9 Net assets acquired $ 21.8 The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 The following table summarizes the finalized fair values of the net assets acquired as of the April 16, 2018 acquisition date: (in millions) Cash and cash equivalents $ 2.1 Trade receivables 17.4 Other receivables 0.7 Inventories 9.3 Prepaid expenses and other current assets 1.1 Property and equipment 7.3 Identifiable intangible assets 74.4 Other non-current assets 10.6 Accounts payable (17.7) Other current liabilities (4.2) Deferred income taxes, net (14.4) Other non-current liabilities (0.8) Net assets acquired before goodwill on acquisition 85.8 Goodwill on acquisition 47.8 Net assets acquired $ 133.6 |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS. | ||
Net inventory balances | Our net inventory balances were: (in millions) September 30, 2021 December 31, 2020 Raw materials $ 66.4 $ 60.8 Work in process 2.6 3.7 Finished goods 258.5 217.9 $ 327.5 $ 282.4 | As of December 31, 2020 and December 31, 2019, our net inventory balances, were: December 31, December 31, (in millions) 2020 2019 Raw materials $ 60.8 $ 36.3 Work in process 3.7 3.5 Finished goods 217.9 169.2 $ 282.4 $ 209.0 |
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: Nine Months Ended September 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.9) 15.0 Provision for lease receivables associated with exit activities 16.5 — Write-offs (2.7) (3.2) Balance, end of period $ 47.1 $ 40.4 | |
Components of prepaid expenses and other current assets | The components of prepaid expenses and other current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Prepaid expenses $ 32.0 $ 35.2 Income tax receivables 27.8 22.2 Restricted cash and compensating balance deposits 2.3 3.2 Other current assets 1.5 1.4 $ 63.6 $ 62.0 | As of December 31, 2020 and December 31, 2019, the components of prepaid expenses and other current assets were as follows: December 31, December 31, (in millions) 2020 2019 Prepaid expenses $ 35.2 $ 37.8 Income tax receivables 22.2 17.7 Restricted cash and compensating balance deposits 3.2 8.8 Other current assets 1.4 7.1 $ 62.0 $ 71.4 |
Components of other non-current assets | The components of other non-current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 145.2 $ 153.0 Tax indemnification asset 23.3 24.8 Lease receivables, net 19.6 30.2 Deferred financing fees — revolver 2.7 0.9 Restricted cash 5.0 5.7 Finance lease right-of-use assets, net 3.8 4.9 Operating lease right-of-use assets, net 53.6 62.8 Deferred taxes 58.2 60.6 Derivatives 6.6 — Other non-current assets 20.9 26.2 $ 338.9 $ 369.1 | As of December 31, 2020 and December 31, 2019, the components of other non-current assets were as follows: December 31, December 31, (in millions) 2020 2019 Dosing and dispensing equipment $ 153.0 $ 181.2 Tax indemnification asset 24.8 27.6 Lease receivables 30.2 40.5 Deferred financing fees – revolver 0.9 2.1 Restricted cash 5.7 5.2 Finance lease right-of-use assets, net 4.9 5.6 Operating lease right-of-use assets, net 62.8 89.1 Deferred taxes 60.6 54.4 Other non-current assets 26.2 32.5 $ 369.1 $ 438.2 |
Components of other current liabilities | The components of other current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 98.5 $ 131.9 Accrued customer volume rebates 132.4 146.0 Contingent consideration 7.0 3.3 Value added, general and sales tax payable 34.1 36.0 Accrued interest payable 0.5 24.6 Income taxes payable 8.5 6.0 Derivatives 9.6 8.8 Operating lease liabilities 20.0 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 75.2 63.3 $ 392.1 $ 512.4 | As of December 31, 2020 and December 31, 2019, the components of other current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Accrued salaries, wages and related costs $ 131.9 $ 109.6 Accrued customer volume rebates 146.0 148.9 Contingent consideration 3.3 3.5 Value added, general and sales tax payable 36.0 41.5 Accrued interest payable 24.6 30.1 Income taxes payable 6.0 19.4 Interest rate swaps 8.8 — Operating lease liabilities 22.9 31.9 Accrued share-based compensation 69.6 1.7 Other accrued liabilities 63.3 62.2 $ 512.4 $ 448.8 |
Components of other non-current liabilities | The components of other non-current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 178.2 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.1 43.7 Contingent consideration 0.2 4.9 Asset retirement obligations 6.5 6.6 Derivatives 17.3 12.0 Operating lease liabilities 32.0 38.8 Tax receivable agreement 258.0 — Other non-current liabilities 26.1 17.0 $ 563.6 $ 328.3 | As of December 31, 2020 and December 31, 2019, the components of other non-current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Defined benefit pension plan liability $ 203.1 $ 165.9 Other post-employment benefit plan liability 2.2 1.8 Uncertain tax positions 43.7 58.0 Contingent consideration 4.9 9.0 Asset retirement obligations 6.6 5.6 Interest rate swaps 12.0 — Operating lease liabilities 38.8 59.0 Other non-current liabilities 17.0 21.7 $ 328.3 $ 321.0 |
Detail of Other (Income) Expense, net | The following table provides details of our Other (Income) Expense, net: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Interest income $ (0.8) $ (1.2) $ (2.9) $ (4.6) Unrealized foreign exchange (gain) loss (2.4) (8.8) 5.2 (17.6) Realized foreign exchange (gain) loss 5.5 (0.9) 6.1 (1.7) Non-cash pension and other post-employment benefit plan (4.3) (3.5) (12.0) (9.7) Release of tax indemnification asset 0.1 0.1 1.4 1.4 Factoring and securitization fees 1.4 1.3 3.6 3.2 Tax receivable agreement adjustments — — 4.1 — Other, net 1.2 1.3 (0.7) (0.2) $ 0.7 $ (11.7) $ 4.8 $ (29.2) | The following table provides details of our Other (Income) Expense, net: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Interest income $ (5.9) $ (7.5) (5.8) Unrealized foreign exchange (gain) loss (25.1) 10.8 1.8 Realized foreign exchange (gain) loss (0.9) 0.6 (16.7) Non-cash pension and other post-employment benefit plan (Note 14 & Note 15) (12.9) (8.8) (10.5) Adjustment to tax indemnification asset (a) 2.8 7.1 31.0 Factoring and securitization fees 4.3 3.4 0.6 Other, net (3.0) 0.4 0.4 $ (40.7) $ 6.0 $ 0.8 (a) The tax indemnification adjustment reflects a release of the Company’s tax indemnification asset. The release was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 16 for further discussion. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
Schedule of property and equipment and accumulated depreciation balances | Our property and equipment and accumulated depreciation balances were as follows: (in millions) September 30, 2021 December 31, 2020 Land and improvements $ 43.2 $ 44.0 Buildings 52.2 51.9 Machinery and equipment 91.9 81.9 Other property and equipment 51.3 47.9 Construction-in-progress 31.7 28.5 Property and equipment, gross 270.3 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 187.9 $ 188.3 | As of December 31, 2020 and December 31, 2019 our property and equipment and accumulated depreciation balances were as follows: December 31, December 31, (in millions) 2020 2019 Land and improvements $ 44.0 $ 41.6 Buildings 51.9 47.2 Machinery and equipment 81.9 74.0 Other property and equipment 47.9 30.4 Construction-in-progress 28.5 15.1 Property and equipment, gross 254.2 208.3 Less: Accumulated depreciation (65.9) (36.1) Property and equipment, net $ 188.3 $ 172.2 |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | ||
Schedule of 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, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisitions 6.8 2.0 8.8 Acquisition adjustments (1) — (8.7) (8.7) Impairment — — — Currency translation adjustment (5.5) (2.1) (7.6) Balance at September 30, 2021 $ 339.2 $ 120.3 $ 459.5 | Food & (in millions) Institutional Beverage Total Gross value at December 31, 2018 $ 126.5 $ 359.3 $ 485.8 Accumulated impairment (17.8) (50.7) (68.5) Carrying value at December 31, 2018 108.7 308.6 417.3 Foreign currency adjustment (0.3) (1.0) (1.3) Gross value at December 31, 2019 126.2 358.3 484.5 Accumulated impairment (17.6) (50.0) (67.6) Carrying value at December 31, 2019 108.6 308.3 416.9 Acquisition 17.9 22.0 39.9 Foreign currency adjustment 2.4 6.9 9.3 Gross value at December 31, 2020 146.5 387.2 533.7 Accumulated impairment (17.4) (49.3) (66.7) Carrying value at December 31, 2020 $ 129.1 $ 337.9 $ 467.0 |
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 September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 | |
Gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with indefinite lives | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 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, 2019, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 885.5 $ (90.4) $ — $ 795.1 27.2 years Trademarks 26.9 (3.0) — 23.9 14.4 years Capitalized software 53.5 (31.5) — 22.0 1.7 years Brand name 603.3 (69.8) — 533.5 17.7 years Non-compete agreements 6.2 (4.4) — 1.8 0.8 years Favorable leases 4.1 (1.5) — 2.6 2.7 years Intellectual property 37.4 — — 37.4 12.0 years Total intangible assets with definite lives 1,616.9 (200.6) — 1,416.3 Trademarks and trade names with indefinite lives 846.6 — — 846.6 Total identifiable intangible assets $ 2,463.5 $ (200.6) $ — $ 2,262.9 |
Schedule of estimated amortization expense related to the fair value of acquired intangible assets | (in millions) 2021 $ 83.9 2022 75.2 2023 69.4 2024 69.4 2025 69.4 Thereafter 1,043.7 $ 1,411.0 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Schedule of Supplemental Balance Sheet information related to leases | December 31, December 31, (in millions) Balance Sheet Line Item 2020 2019 Assets: Right-of-use operating lease assets Other non-current assets $ 62.8 $ 89.1 Right-of-use finance lease assets Other non-current assets 4.9 5.6 Total $ 67.7 $ 94.7 Liabilities: Current: Operating lease Other current liabilities $ 22.9 $ 31.9 Finance lease Current portion of long-term debt 1.8 1.7 Total $ 24.7 $ 33.6 Non-current: Operating lease Other non-current liabilities $ 38.8 $ 59.0 Finance lease Long-term debt, less current portion 3.4 0.7 Total $ 42.2 $ 59.7 |
Schedule of weighted average remaining lease term and discount rate for leases | December 31, December 31, 2020 2019 Weighted average remaining lease term: Years Years Operating leases 3.9 4.2 Finance leases 3.1 3.7 Weighted average remaining discount rate: Rate Rate Operating leases 5.82 % 5.12 % Finance leases 4.81 % 3.93 % |
Schedule of operating and finance lease liability maturity analysis | The following maturity analysis presents expected undiscounted cash payments for operating and finance leases on an annual basis as of December 31, 2020: Operating Finance (in millions) Leases Leases Total 2021 $ 25.5 $ 2.0 $ 27.5 2022 19.3 1.8 21.1 2023 9.6 1.3 10.9 2024 4.8 0.5 5.3 2025 2.3 — 2.3 Thereafter 8.7 — 8.7 Total lease payments 70.2 5.6 75.8 Less: imputed interest (8.5) (0.4) (8.9) Total payments $ 61.7 $ 5.2 $ 66.9 |
Schedule of operating costs and finance lease costs | December 31, December 31, (in millions) 2020 2019 Operating lease cost $ 35.4 $ 42.7 Short-term lease cost 6.0 4.9 Variable lease cost 0.9 0.9 Total operating costs 42.3 48.5 Finance lease cost: Amortization of right-of-use assets 2.1 1.5 Interest on lease liabilities 0.3 0.2 Total finance lease cost 2.4 1.7 Total lease cost $ 44.7 $ 50.2 |
Schedule of supplemental cash flow information | December 31, December 31, (in millions) 2020 2019 Cash paid for amounts included in the measurement of: Operating cash flows from operating leases $ 35.4 $ 42.1 Operating cash flows from finance leases $ 0.3 $ 0.2 Financing cash flows from finance leases $ 2.0 $ 1.7 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ 3.8 $ 22.2 Finance leases $ 1.7 $ 5.0 |
Schedule of lessor Sales-Type Leases maturity analysis | The Company’s undiscounted cash flows from operating and sales-type leases for existing contracts as of December 31, 2020 is as follows: (in millions) Total 2021 $ 22.7 2022 19.6 2023 11.3 2024 4.1 2025 1.5 Thereafter 0.2 Total $ 59.4 |
DEBT AND CREDIT FACILITIES (Tab
DEBT AND CREDIT FACILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
Components of debt and credit facilities | The components of debt and credit facilities were as follows: (in millions) September 30, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 16.5 0.4 Finance lease obligations 3.9 5.2 Financing obligations 23.5 22.5 Unamortized deferred financing costs (40.6) (39.6) Unamortized original issue discount (9.0) (6.2) Total debt 1,994.3 2,700.3 Less: Current portion of long-term debt (11.4) (13.2) Short-term borrowings (16.5) (0.4) Long-term debt $ 1,966.4 $ 2,686.7 | December 31, December 31, (in millions) 2020 2019 Senior Secured Credit Facilities US Dollar Term Loan $ 873.0 $ 882.0 US Dollar Incremental Loan 149.6 — Euro Term Loan 1,146.9 1,062.5 Revolving Credit Facility — 120.0 Notes 548.5 503.0 Short-term borrowings 0.4 0.6 Finance lease obligations 5.2 2.4 Financing obligations 22.5 — Unamortized deferred financing costs (39.6) (44.6) Unamortized original issue discount (6.2) (3.4) Total debt 2,700.3 2,522.5 Less: Current portion of long-term debt (13.2) (11.2) Short-term borrowings (0.4) (0.6) Long-term debt $ 2,686.7 $ 2,510.7 |
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 % | Year Percentage 2020 102.8 % 2021 101.4 % 2022 and thereafter 100.0 % |
Schedule of future principal repayments | Below is a schedule of required future principal repayments of our Senior Secured Credit Facilities, New Term Loan and Notes outstanding on December 31, 2020: (in millions) 2021 $ 22.3 2022 22.3 2023 22.3 2024 2,102.6 2025 548.5 Thereafter — $ 2,718.0 |
PREFERRED EQUITY CERTIFICATES (
PREFERRED EQUITY CERTIFICATES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PREFERRED EQUITY CERTIFICATES | ||
Summary of preferred equity certificates | Carrying Value Foreign Carrying Maturity Interest December 31, Currency Value Interest (in millions) date Rate 2020 Redemption Translation September 30, 2021 Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — | Carrying Carrying Value Foreign Value Maturity Interest December 31, Borrowing/ Currency December 31, Interest (in millions) date Rate 2019 (Reimbursement) Translation 2020 Expense Series 1 PECs 9/1/2047 See below $ 588.4 $ — $ 53.3 $ 641.7 $ — |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITIES | ||
Schedule of 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 Condensed 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) September 30, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Cross currency swaps $ 6.6 $ — Total derivative assets $ 6.6 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.8) — Cross currency swaps (11.3) — Total derivative liabilities $ (12.1) $ (20.8) Derivatives not designated as hedging instruments: Derivative liabilities Interest rate swaps $ (14.8) $ — Total derivative liabilities $ (14.8) $ — | December 31, December 31, (in millions) 2020 2019 Derivative assets Foreign currency forward contracts $ — $ 0.2 Interest rate swaps — 6.5 Total derivative assets $ — $ 6.7 Derivative liabilities Foreign currency forward contracts $ — $ (2.2) Interest rate swaps (20.8) — Total derivative liabilities $ (20.8) $ (2.2) |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Cash flow hedges: Foreign currency forward contracts (1) $ — $ — $ — $ 0.5 Interest rate swaps (1) 2.3 (2.2) 6.8 (3.1) Total $ 2.3 $ (2.2) $ 6.8 $ (2.6) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and nine months ended September 30, 2021 and September 30, 2020. | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ 0.5 $ 0.2 $ 0.5 Interest rate swaps (1) (5.3) — — Total $ (4.8) $ 0.2 $ 0.5 (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in other (income) expense during the year ended December 31, 2020 and December 31, 2019. |
FAIR VALUE MEASUREMENTS AND O_2
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | ||
Fair value hierarchy of financial assets and liabilities measured on a recurring basis | September 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.9 $ 2.9 $ — $ — Restricted cash and compensating balance deposits $ 7.3 $ 7.3 $ — $ — Interest rate swaps, net liability $ (14.8) $ — $ (14.8) $ — Interest rate caps, net liability $ (0.8) $ — $ (0.8) $ — Cross currency swaps, net liability $ (4.7) $ — $ (4.7) $ — Contingent consideration $ (7.2) $ — $ — $ (7.2) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) | The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2020 Total Fair (in millions) Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) December 31, 2019 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 12.4 $ 12.4 $ — $ — Restricted cash and compensating balance deposits $ 14.0 $ 14.0 $ — $ — Foreign currency forward contracts, net liability $ 2.0 $ 2.0 $ — $ — Interest rate swaps, net asset $ 6.5 $ — $ 6.5 $ — Contingent consideration $ (12.5) $ — $ — $ (12.5) |
Carrying amounts and estimated fair values of debt and Preferred Equity Certificates | September 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,456.6 $ 1,477.4 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.8 507.7 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,950.4 $ 1,985.1 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. | The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2020 December 31, 2019 Carrying Carrying (in millions) Amount Fair Value Amount Fair Value US Dollar Term Loan (1) $ 859.1 $ 856.3 $ 864.6 $ 863.4 US Dollar Incremental Term Loan (1) 144.8 149.0 — — Euro Term Loan (1) 1,129.5 1,161.0 1,042.5 1,058.8 Notes (2) 538.7 552.7 492.4 494.2 Revolving credit facility — — 120.0 120.0 Preferred Equity Certificates 641.7 641.7 588.4 588.4 $ 3,313.8 $ 3,360.7 $ 3,107.9 $ 3,124.8 (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 (
DEFINED BENEFIT PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | |
Schedule of components of net period benefit cost | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Net periodic benefit cost: U.S. and international net periodic cost included in selling, general and administrative expenses $ 6.0 $ 4.9 $ 5.8 U.S. and international net periodic income included in other (income) expense, net (12.9) (8.9) (10.8) Total benefit $ (6.9) $ (4.0) $ (5.0) Line Item on Year Ended Year Ended Year Ended Consolidated December 31, December 31, December 31, Statement of (in millions) 2020 2019 2018 Operations Net period benefit cost: Service cost $ 6.0 $ 4.9 $ 5.8 Selling, general and administrative expenses Interest cost 4.2 7.0 7.2 Other (income) expense, net Expected return on plan assets (17.2) (16.5) (18.0) Other (income) expense, net Amortization of prior service cost and net actuarial loss (0.8) — — Other (income) expense, net Loss recognized during fiscal year due to settlement 0.9 0.6 — Other (income) expense, net Net period benefit cost (6.9) (4.0) (5.0) Changes in plan assets and benefit obligations recognized in other comprehensive loss: Net actuarial loss (gain), net 47.1 49.7 (9.9) Loss recognized during fiscal year due to settlement (0.9) (0.6) — Prior service credit occurring during fiscal year — (12.4) — Prior Service Credit Amortized During Fiscal Year 1.4 — — Net (Loss) or Gain Amortized During Fiscal Year (0.6) — — Asset loss (gain) occurring during the year (4.9) (35.1) 25.2 Total loss recognized in other comprehensive loss 42.1 1.6 15.3 Total recognized in net periodic benefit cost and other comprehensive income $ 35.2 $ (2.4) $ 10.3 |
Schedule of changes In projected benefit obligations | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Change in benefit obligation: Projected benefit obligation at beginning of period $ 546.0 $ 519.1 $ 544.5 Service cost 6.0 4.9 5.8 Interest cost 4.2 7.0 7.2 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Actuarial loss (gain) 47.1 49.7 (9.9) Plan Amendments — (12.4) — Settlements (8.2) (8.2) (1.5) Currency translation adjustment 49.1 (7.4) (20.5) Projected benefit obligation at end of period $ 636.4 $ 546.0 $ 519.1 Change in plan assets: Fair value of plan assets at beginning of period $ 378.1 $ 333.2 $ 350.9 Actual return on plan assets 22.2 51.7 (7.9) Settlements (8.2) (8.2) (1.5) Employer contributions 12.0 12.5 10.8 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Currency translation adjustment 34.2 (4.4) (12.6) Fair value of plan assets at end of period $ 430.5 $ 378.1 $ 333.2 Unfunded status, net $ 205.9 $ 167.9 $ 185.9 Accumulated benefit obligation at end of period $ 613.7 $ 524.5 $ 496.0 Amounts recognized in the Consolidated Balance Sheet: Other non-current assets $ 0.2 $ 0.4 $ 1.3 Other current liabilities (3.0) (2.4) (2.2) Other non-current liabilities (203.1) (165.9) (185.0) Net amount recognized $ (205.9) $ (167.9) $ (185.9) |
Schedule of benefit obligations in excess of fair value of plan assets | December 31, December 31, (in millions) 2020 2019 ABO $ 613.7 $ 524.5 Plans with PBO in excess of plan assets PBO $ 633.7 $ 543.2 ABO $ 610.9 $ 521.6 Fair value of plan assets $ 427.6 $ 374.8 Plans with ABO in excess of plan assets PBO $ 618.6 $ 530.0 ABO $ 598.3 $ 510.5 Fair value of plan assets $ 413.3 $ 362.3 |
Schedule of estimated future benefit payments | (in millions) 2021 $ 15.1 2022 15.4 2023 15.8 2024 18.2 2025 17.3 2026 – 2030 109.7 |
Schedule of assumptions used to determine benefit obligations | December 31, December 31, 2020 2019 Benefit obligations: Discount rate 0.6 % 1.0 % Rate of compensation increase 1.9 % 2.1 % Pension increase rate 1.5 % 1.5 % Year Ended Year Ended December 31, December 31, 2020 2019 Benefit cost: Discount rate 1.0 % 1.7 % Expected long-term rate of return 4.4 % 5.3 % Rate of compensation increase 2.1 % 2.1 % Pension increase rate 1.5 % 1.5 % |
Schedule of invest assets primarily in a diversified mix of equity and fixed income investments | Equity securities 41 % Debt securities 41 % Real estate 8 % Other 10 % Total 100 % |
Schedule of plan assets | December 31, 2020 December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 4.8 $ 4.7 $ 0.1 $ — $ 5.8 $ 5.7 $ 0.1 $ — Fixed income funds (2) 172.1 1.0 171.1 — 142.7 0.9 141.8 — Equity funds (3) 178.2 0.1 178.1 — 156.5 0.2 156.3 — Real estate 30.3 — 30.3 — 29.0 — 29.0 — Other (4) 45.1 — 2.9 42.2 44.1 — 5.1 39.0 Total $ 430.5 $ 5.8 $ 382.5 $ 42.2 $ 378.1 $ 6.8 $ 332.3 $ 39.0 (1) Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates, government securities, commercial paper and time deposits. (2) Fixed income funds that invest in a diversified portfolio of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value at year end. (3) Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European securities. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end. (4) The majority of these assets are invested in real estate funds and other alternative investments. Also includes insurance contracts, which consists of the Company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. |
Schedule of changes of fair value of plan assets | Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Balance at beginning of period $ 39.0 $ 40.5 Gains on assets still held at year-end 1.3 1.6 Purchases, sales, issuances and settlements (1.6) (1.2) Transfers in and/or out of Level 3 0.1 (1.1) Foreign exchange (loss)/gain 3.4 (0.8) Balance at end of period $ 42.2 $ 39.0 |
OTHER POST-EMPLOYMENT BENEFIT_2
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS | ||
Summary of changes to the projected benefit obligations ("PBO") and plan assets | Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Change in benefit obligation: Benefit obligation at beginning of period $ 1.8 $ 1.6 Service cost 0.1 0.1 Interest cost 0.1 0.1 Actuarial gain 0.2 — Benefit obligation at end of period 2.2 1.8 Underfunded status $ 2.2 $ 1.8 Amounts recognized in balance sheet: Other non-current liabilities $ 2.2 $ 1.8 Net amount recognized $ 2.2 $ 1.8 Amounts recognized in accumulated other comprehensive loss: Net actuarial loss $ 0.2 $ — Prior service credit — (0.5) Total $ 0.2 $ (0.5) | |
Summary of net period benefit cost | Line Item on Condensed Three Months Nine Months Consolidated Statements Ended September 30, Ended September 30, of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.5 $ 4.9 $ 4.4 Selling, general and administrative expenses Interest cost 0.2 0.7 1.6 2.3 Other income Expected return on plan assets (4.5) (4.2) (13.7) (12.0) Other income Total benefit income $ (2.7) $ (2.0) $ (7.2) $ (5.3) | Year Ended Year Ended Year Ended December 31, December 31, December 31, Line Item on Consolidated (in millions) 2020 2019 2018 Statement of Operations Components of net periodic benefit cost and amounts recognized in other comprehensive income (loss): Net period benefit (credit) cost: Service cost $ 0.1 $ 0.1 $ 0.1 Selling, general and administrative expenses Interest cost 0.1 0.1 0.1 Other (income) expense, net Amortization of prior service cost — — 0.2 Other (income) expense, net Net period benefit cost $ 0.2 $ 0.2 $ 0.4 |
Summary of assumptions used in determining the present value of other post-employment obligations and net periodic benefit cost | December 31, December 31, 2020 2019 Weighted average discount rate to determine benefit obligations 2.0 % 2.6 % Weighted average discount rate to determine net cost 2.6 % 3.6 % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Summary of U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit) | U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 U.S. $ (5.6) $ (119.3) $ (210.4) Non-U.S. (23.7) 43.0 (14.3) Total $ (29.3) $ (76.3) $ (224.7) |
Summary of Income Tax Provision (Benefit) | Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Current U.S. $ 1.5 $ 2.3 $ 3.4 Non-U.S. 36.5 60.0 36.3 Total current expense 38.0 62.3 39.7 Deferred U.S. (37.1) (7.0) 14.2 Non-U.S. 8.3 (22.6) (39.5) Total deferred tax benefit (28.8) (29.6) (25.3) Income tax provision $ 9.2 $ 32.7 $ 14.4 |
Summary of reconciliation of income taxes computed at Luxembourg's statutory income tax rate of 24.9% and our provision for income taxes | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Statutory provision (benefit) $ (7.3) $ (19.0) $ (56.0) U.S. state income taxes, net of federal benefit (9.7) (3.1) (1.8) Foreign earnings taxed at different rates 2.8 2.7 11.9 Permanent differences 0.8 9.2 11.2 Share-based compensation 16.9 — — Net change in valuation allowance (6.5) (12.0) 2.2 Audit settlements and changes to unrecognized tax benefits (10.3) 8.1 17.1 Deferred tax asset adjustments 5.2 11.7 16.9 Net change in estimate of prior period tax (4.6) 2.8 10.1 Change in tax laws 14.5 23.4 (26.0) Withholding taxes 8.8 5.4 4.7 Goodwill impairment — — 15.7 Other (1.4) 3.5 8.4 Income Tax Provision $ 9.2 $ 32.7 $ 14.4 |
Summary of Deferred Tax Balances | Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Deferred Tax Assets Accruals not yet deductible for tax purposes $ 82.1 $ 56.2 Net operating loss carryforwards 82.4 75.7 U.S., Non-U.S. and state tax credits 12.2 3.2 Employee benefit items 46.4 38.0 Intercompany losses 36.0 35.8 Intercompany interest 34.7 26.0 Lease liability 16.0 20.7 Other 8.4 7.6 Gross deferred tax assets 318.2 263.2 Less: Valuation allowance (79.5) (102.1) Total deferred tax assets 238.7 161.1 Deferred Tax Liabilities Depreciation and amortization (33.7) (26.3) Unremitted foreign earnings (1.1) (1.7) Intangibles (324.4) (291.4) Other — (8.3) Total deferred tax liabilities (359.2) (327.7) Net deferred tax liability $ (120.5) $ (166.6) |
Summary of activity related to our gross unrecognized tax benefits | The following table summarizes the activity related to our gross unrecognized tax benefits: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Balance at beginning of period $ 74.9 $ 74.7 $ 47.7 Gross increases – tax positions in current period — 2.2 48.1 Decreases from settlements with tax authorities (13.2) — — Lapse of statute of limitations (1.6) (2.0) (21.1) Balance at end of period $ 60.1 $ 74.9 $ 74.7 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | ||
Summary of Incentive Shares activity | A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at September 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (1,186,014) 15.00 Forfeited (7,540) 15.00 Nonvested at September 30, 2021 6,569,677 $ 15.00 | The following is a summary of Incentive Shares activity as of and for the years ended December 31, 2020, December 31, 2019 and December 31, 2018: Shares Shares granted during 2018 7,187,341 Shares forfeited during 2018 (1,685,689) Total shares outstanding at December 31, 2018 5,501,652 Shares granted during 2019 2,220,039 Shares forfeited during 2019 (1,806,372) Total shares outstanding at December 31, 2019 5,915,319 Shares granted during 2020 2,946,707 Shares forfeited during 2020 (195,659) Total shares outstanding at December 31, 2020 8,666,367 Shares available to be issued at December 31, 2020 698,654 Total shares authorized at December 31, 2020 9,365,021 Vested shares at December 31, 2020 1,682,307 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTRUCTURING ACTIVITIES | ||
Details for restructuring activities | The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Lease receivable contracts, net $ 16.5 $ — $ 16.5 $ — Inventory and Property and equipment 0.4 — 0.4 — Employee termination benefits 2.9 2.0 5.5 5.3 Restructuring and exit costs 19.8 2.0 22.4 5.3 Other associated restructuring charges 1.1 0.3 5.5 1.8 Total $ 20.9 $ 2.3 $ 27.9 $ 7.1 Restructuring and exit costs by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 19.5 $ 0.5 $ 20.8 $ 2.9 Food & Beverage 0.3 — 1.2 0.6 Corporate — 1.5 0.4 1.8 Total $ 19.8 $ 2.0 $ 22.4 $ 5.3 | The following table details our restructuring activities as reflected in the Consolidated Statements of Operations is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Restructuring charges $ 25.6 $ 19.8 $ 24.9 Other associated restructuring charges 4.7 6.5 6.4 Total $ 30.3 $ 26.3 $ 31.3 Restructuring charges by segment were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 25.6 $ 6.9 $ 7.7 Food & Beverage 0.8 0.8 4.1 Corporate/Unallocated 3.9 18.6 19.5 Total $ 30.3 $ 26.3 $ 31.3 |
Details for restructuring accrual | The following table provides the details for the restructuring and exit cost liabilities: Lease Inventory and Employee Receivable Property and Termination (in millions) Contracts, Net Equipment Benefits Total Balance as of December 31, 2020 $ — $ — $ 26.3 $ 26.3 Accrual and accrual adjustments 16.5 0.4 5.5 22.4 Cash payments during period — — (15.7) (15.7) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of September 30, 2021 $ 16.5 $ — $ 15.9 $ 32.4 | The following table provides the details for the restructuring accrual for the year ended December 31, 2020 and December 31, 2019, respectively: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Restructuring accrual at beginning of period $ 13.4 $ 9.5 Accrual and accrual adjustments 25.6 19.8 Cash payments during period (12.5) (16.1) Foreign currency translation (0.2) 0.2 Restructuring accrual at end of period $ 26.3 $ 13.4 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ||
Detail of comprehensive loss | The following tables provide detail of comprehensive loss: Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 31.3 7.8 39.1 Amounts reclassified from AOCI to net income — — (6.8) (6.8) Net change — 31.3 1.0 32.3 Balance September 30, 2021 $ (42.6) $ (122.8) $ (15.0) $ (180.4) Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (1.2) (99.7) (21.8) (122.7) Amounts reclassified from AOCI to net income — — — — Net change (1.2) (99.7) (21.8) (122.7) Balance September 30, 2020 $ (14.8) $ (154.4) $ (18.0) $ (187.2) | The following table provides detail of comprehensive loss for the year ended December 31, 2020 and the year ended December 31, 2019, respectively: Cash flow Accumulated Cumulative hedging Other Unrecognized Translation activities, net Comprehensive (in millions) Pension Items Adjustment of tax Loss Balance December 31, 2018 $ (10.9) $ (84.5) $ 0.6 $ (94.8) Other comprehensive (loss) income before reclassifications (2.7) 29.8 2.7 29.8 Amounts reclassified from AOCI to net income — — 0.5 0.5 Net change (2.7) 29.8 3.2 30.3 Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (28.2) (99.4) (15.0) (142.6) Amounts reclassified from AOCI to net income (0.8) — (4.8) (5.6) Net change (29.0) (99.4) (19.8) (148.2) Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) |
Summary of amounts reclassified from accumulated other comprehensive income | The following table provides details of amounts reclassified from accumulated other comprehensive income during the year ended December 31, 2020 and December 31, 2019: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Defined benefit plans and other post-employment benefits: Prior service costs $ (1.4) $ — Actuarial gain (losses) 0.6 — Total pre-tax amount (0.8) — Tax expense (benefit) 0.2 — Net of tax (0.6) — Reclassifications from unrealized gains/losses from derivative instruments: Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts 0.5 0.2 Interest rate and currency swaps (5.3) 0.5 Total pre-tax amount (4.8) 0.7 Tax expense (benefit) 1.0 (0.2) Net of tax (3.8) 0.5 Total reclassifications for the period $ (4.4) $ 0.5 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SEGMENTS | ||
Net sales and Adjusted EBITDA for each of the reportable segments | Net sales for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 487.2 $ 522.4 $ 1,431.5 $ 1,490.6 Food & Beverage 177.7 158.7 515.0 471.2 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 84.3 $ 89.2 $ 233.5 $ 253.2 Food & Beverage 34.3 26.4 101.3 83.9 Total $ 118.6 $ 115.6 $ 334.8 $ 337.1 | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 1,995.3 $ 1,979.1 $ 2,023.9 Food & Beverage 633.9 644.8 664.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 340.7 $ 296.4 $ 279.8 Food & Beverage 114.4 101.9 99.6 Total $ 455.1 $ 398.3 $ 379.4 |
Reconciliation of Adjusted EBITDA for the reportable segments to consolidated loss before income tax provision | The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated income (loss) before income tax provision (benefit): Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 118.6 $ 115.6 $ 334.8 $ 337.1 Corporate costs (12.0) (8.8) (34.2) (32.2) Interest expense (25.8) (32.4) (97.4) (94.8) Interest income 0.8 1.2 2.9 4.6 Amortization expense of intangible assets (24.2) (24.8) (72.6) (74.0) Depreciation expense included in cost of sales (20.4) (21.4) (62.0) (64.4) Depreciation expense included in selling, general and administrative expenses (2.9) (2.3) (6.9) (6.2) Transition and transformation costs and non-recurring costs (1) (7.5) (11.2) (33.1) (20.0) Restructuring and exit costs (2) (19.8) (2.0) (22.4) (5.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) 2.9 0.3 2.7 (0.3) Adjustment to tax indemnification asset (4) (0.1) (0.1) (1.4) (1.4) Merger and acquisition-related cost (5) — (0.9) — (0.9) Bain Capital management fee (6) — (1.8) (19.4) (5.6) Non-cash pension and other post-employment benefit plan (7) 4.3 3.5 12.0 9.7 Unrealized foreign currency exchange gain (loss) (8) 2.4 8.8 (5.2) 17.6 Factoring and securitization fees (9) (1.4) (1.3) (3.6) (3.2) Share-based compensation (10) (16.0) (0.6) (99.3) (1.2) Tax receivable agreement adjustments (11) — — (4.1) — Loss on extinguishment of debt (12) (15.6) — (15.6) — Realized foreign currency exchange loss on debt refinancing (13) (4.5) — (4.5) — Other items (1.7) (1.7) (2.8) (2.3) Income (loss) before income tax provision (benefit) $ (22.9) $ 20.1 $ (132.1) $ 57.2 (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary to become a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 17 — Restructuring and Exit Activities. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine Peso to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during the nine months ended September 30, 2021. (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) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 5 — Financial Statement Details. (10) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (11) Represents the adjustment to our Tax Receivable Agreement liability primarily due to changes in tax laws that impact the realizability of the attributes of the Tax Receivable Agreement. See Note 13 — Income Taxes. (12) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 8 — Debt and Credit Facilities. (13) For the three and nine months ended September 30, 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million on the refinancing of the Senior Secured Credit Facilities. See Note 8 — Debt and Credit Facilities. | The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated loss before income tax provision: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Adjusted EBITDA for reportable segments $ 455.1 $ 398.3 $ 379.4 Corporate costs (14) (53.9) (58.5) (57.8) Interest expense (127.7) (141.0) (135.2) Interest income 5.9 7.5 5.8 Amortization expense of intangible assets acquired (98.2) (93.7) (91.2) Depreciation expense included in cost of sales (89.5) (84.4) (73.4) Depreciation expense included in selling, general and administrative expenses (7.9) (7.4) (7.6) Impairment of goodwill (1) — — (68.5) Transition and transformation costs and non-recurring costs (2) (42.5) (52.8) (120.6) Restructuring costs (3) (25.6) (19.8) (24.9) Foreign currency loss related to Argentina subsidiaries (4) (1.6) (11.4) (3.4) Adjustment to tax indemnification asset (5) (2.8) (7.1) (31.0) Merger and acquisition-related cost (6) (1.0) (0.3) (7.3) Acquisition accounting adjustments (7) — (1.9) (5.3) Bain Capital management fee (8) (7.5) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (9) 12.9 8.8 10.5 Foreign currency loss (gain) (10) 25.1 (10.8) 16.3 Factoring and securitization fees (11) (4.3) (3.4) (0.6) Share-based incentive compensation (12) (67.5) (3.0) — Gain on sale of business and investments (13) — 13.0 — Other items 1.7 (0.9) (2.4) Loss before income tax provision $ (29.3) $ (76.3) $ (224.7) (1) Represents impairment of goodwill primarily due to significant currency devaluation and volatility, as well as deterioration in economic conditions in Latin America and the Middle East and currency devaluation and lower than expected performance in Europe and North America. (2) In the period following the 2017 Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2020 include those necessary to become a publicly traded Company. (3) Includes costs related to restructuring programs including expenses mainly related to reduction in headcount. (4) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentinian Peso to the U. S. dollar and remeasurement charges/credits are recorded in our consolidated statements of operations rather than as a component of Cumulative Translation Adjustment on our consolidated balance sheets. (5) In connection with the 2017 Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. Refer to Note 16 for additional information. (6) In connection with the 2017 Acquisition, Twister Acquisition, Zenith Acquisition, Virox Acquisition, Wypetech Acquisition, and SaneChem Acquisition, we incurred acquisition-related costs during the years ended December 31, 2020. December 31, 2019 and December 31, 2018. These costs consisted primarily of investment banking, legal and other professional advisory services costs. (7) In connection with the 2017 Acquisition, Twister Acquisition and Zenith Acquisition, we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (8) Represents the fees paid to Bain Capital pursuant to a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. (9) 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. Refer to Note 14 for additional information. (10) Represents the unrealized foreign exchange impact on our operations. The gain recorded in the periods were primarily due to the impact of the strengthening of the U.S dollar to the euro on our U.S dollar denominated debt. For the year ended December 31, 2018, this item also includes a restructuring of certain intercompany loans related to a legal reorganization in connection with our tax planning strategy. (11) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 6 for additional information. (12) Represents compensation expense associated with our Management Equity Incentive Plan (“MEIP”) awards. Refer to Note 19 for additional information. (13) Represents the non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 for more information. (14) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. |
Summary of assets allocated by reportable segment | The following table shows assets allocated by reportable segments. Assets allocated by reportable segment include trade receivables, net and inventories. Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Institutional $ 492.2 $ 481.4 Food & Beverage 132.2 153.9 Corporate 3,661.7 3,578.2 Total $ 4,286.1 $ 4,213.5 | |
Net sales by geographic region | Net sales (1) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 82.9 $ 84.6 $ 245.5 $ 249.5 Europe 313.8 280.3 841.8 840.2 Latin America 45.5 37.2 133.6 124.7 Middle East & Africa 63.0 52.5 170.9 164.9 North America (2) 159.7 226.5 554.7 582.5 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and nine months ended September 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $120.5 million and $175.4 million for the three months ended September 30, 2021 and 2020, respectively, and $390.4 million and $463.7 million for the nine months ended September 30, 2021 and 2020, respectively. | Net sales (1) Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 North America (2) $ 784.2 $ 581.1 $ 576.1 Latin America 168.7 203.3 226.1 Europe 1,132.9 1,189.4 1,225.3 Middle East & Africa 217.2 255.6 253.4 Asia Pacific 326.2 394.5 407.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 |
Summary of long-lived assets and right of use assets by geographic region | Long-lived assets and right of use assets (3) December 31, December 31, (in millions) 2020 2019 North America (4) $ 76.5 $ 70.1 Latin America 14.4 16.3 Europe 136.8 146.2 Middle East & Africa 11.6 13.6 Asia Pacific 16.7 20.7 Total $ 256.0 $ 266.9 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the years ended December 31, 2020, 2019 or 2018. (2) Net sales to external customers within the U.S. were $610.9 million, $474.2 million and $463.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. (3) No non-U.S. country accounted for long-lived assets and right of use assets in excess of 10% of consolidated long-lived assets and right of use assets at December 31, 2020 and 2019. (4) Long-lived assets and right of use assets within the U.S. were $56.6 million and $55.0 million as of December 31, 2020 and 2019. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | ||
Calculation of basic and diluted loss per share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in millions, except per share amounts) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (42.1) $ (42.1) $ 13.0 $ 13.0 $ (139.1) $ (139.1) $ 33.3 $ 33.3 Weighted average shares outstanding (1) 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share – weighted average shares 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Earnings (loss) per share $ (0.14) $ (0.14) $ 0.05 $ 0.05 $ (0.49) $ (0.49) $ 0.14 $ 0.14 (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For the three and nine months ended September 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. | The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: Year Ended Year Ended Year Ended December 31, December 31, December 31, Basic and Diluted Loss Per Share: 2020 2019 2018 Net loss attributable to common shareholders $ (38.5) $ (109.0) $ (239.1) Weighted average shares outstanding (a)(b) 243.2 141.7 141.3 Basic and diluted loss per share $ (0.16) $ (0.77) $ (1.69) (a) As described in Note 3 , the more dilutive effect of applying either the two-class method or the treasury stock method is used for the participating securities. Generally, the two-class method is more dilutive. Since the participating securities do not participate in losses of the Company, there was no allocation of losses to these securities for all periods presented above as the Company was in a net loss position. Therefore, the effects of the participating securities was not included under either method . (b) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. |
GENERAL AND DESCRIPTION OF BU_2
GENERAL AND DESCRIPTION OF BUSINESS (Details) $ / shares in Units, $ in Millions | Apr. 09, 2021USD ($)shares | Mar. 29, 2021USD ($)$ / sharesshares | Sep. 30, 2021item | Dec. 31, 2020employee |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of employees | 8,600 | 8,500 | ||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 46,153,846 | |||
Stock offering, price per share (in usd per share) | $ / shares | $ 15 | |||
Stock offering, net proceeds | $ | $ 654.3 | |||
IPO | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 46,153,846 | |||
Stock offering, price per share (in usd per share) | $ / shares | $ 15 | |||
Stock offering, net proceeds | $ | $ 654.3 | |||
Underwriters' option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 5,000,000 | |||
Stock offering, net proceeds | $ | $ 71.4 | |||
Underwriters' option | Subsequent Event | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 5,000,000 | |||
Stock offering, net proceeds | $ | $ 71.4 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SIGNIFICANT ACCOUNTING POLICIES | |||||||
Impact of highly inflationary economy - Argentina | $ 2.9 | $ 0.3 | $ 2.7 | $ (0.3) | $ (1.6) | $ (11.4) | $ (2.4) |
Advertising Expense | 2.5 | 3.4 | 4.3 | ||||
Research and Development Expense | $ 32.2 | $ 41.2 | $ 43 | ||||
MEIP awards excluded from computation of weighted average shares outstanding equivalents | 9,365,021 | 5,915,319 | 5,501,652 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Building and building improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Building and building improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Other property and equipment. | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Other property and equipment. | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||||
Goodwill on acquisition | $ 467 | $ 416.9 | $ 417.3 | $ 459.5 |
Gross carrying value/net book value | $ 900.4 | $ 846.6 | ||
Impairment charges | $ 68.5 | |||
Discount rates | 9.00% | |||
Excess of fair value over carrying value, percentage | 20.00% | |||
Excess of fair value over carrying value, Amount | $ 900.4 | |||
Discount rate, impairment | 9.00% | 10.50% | 11.50% | |
Royalty rate | 3.00% | 3.00% | 3.00% | |
Minimum | ||||
Goodwill [Line Items] | ||||
Discount rates | 8.00% | 9.50% | ||
Maximum | ||||
Goodwill [Line Items] | ||||
Discount rates | 13.50% | 14.00% |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pension and Other benefits, Recent Adopted Pronouncements (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2020 | |
Plans cost | $ 8.9 | |||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | $ 403.9 | 342 | $ 426.3 | |||
Reduction Other non-current assets | 338.9 | 369.1 | 438.2 | |||
Increase in Deferred tax assets | $ 238.7 | 161.1 | ||||
Historical credit loss rate | 1.15% | |||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Balance, beginning of period | 35.2 | $ 21.5 | $ 21.5 | 20.3 | ||
Provision for bad debts | (1.9) | 15 | 11.1 | 4.9 | $ 6.4 | |
Write-offs | (2.7) | (3.2) | (4.6) | (3.7) | ||
Balance, end of period | 47.1 | 40.4 | 35.2 | 21.5 | $ 20.3 | |
Accounts Receivable, after Allowance for Credit Loss, Current | 403.9 | 342 | 426.3 | |||
Allowance for doubtful accounts | 25.4 | 28.7 | 21.5 | |||
Lease receivables | $ 19.6 | 30.2 | 40.5 | |||
Trade receivable | ||||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | 426.3 | |||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Provision for bad debts | 9.7 | 4.9 | ||||
Accounts Receivable, after Allowance for Credit Loss, Current | 426.3 | |||||
Allowance for doubtful accounts | 28.7 | 21.5 | ||||
Lease receivable | ||||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Provision for bad debts | 1.4 | 0 | ||||
Lease receivables | 53 | 62.7 | ||||
Allowance for Lease receivables, net | 6.4 | $ 0 | ||||
Adoption of ASC 326 | ||||||
Decrease in Net assets | $ 5.7 | |||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | 2.1 | |||||
Reduction Other non-current assets | 5 | |||||
Increase in Deferred tax assets | 1.4 | |||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||||
Balance, end of period | $ 7.1 | |||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 2.1 | |||||
Allowance for doubtful accounts | $ 7.1 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | $ 660.7 | $ 675.8 | $ 1,932.6 | $ 1,942.5 | $ 2,604.2 | $ 2,591.9 | $ 2,652.7 |
Other revenue (Leasing: Sales-type and Operating) | 4.2 | 5.3 | 13.9 | 19.3 | 25 | 32 | 35.4 |
Total revenue | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
Charges For Rebates And Other Allowances Risk | Revenue from Contract with Customer Benchmark | Rebates And Allowances [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Charges for rebates and other allowances, percent of gross sales | 26.40% | 26.90% | 24.90% | 26.50% | 25.80% | 26.20% | 25.40% |
Europe | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | $ 313 | $ 291.6 | $ 838.9 | $ 837.5 | $ 1,129.3 | $ 1,186.9 | $ 1,227.8 |
Total revenue | 313.8 | 280.3 | 841.8 | 840.2 | 1,132.9 | 1,189.4 | 1,225.3 |
North America | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 158 | 221.3 | 549.8 | 577.3 | 777.2 | 574.8 | 564.3 |
Total revenue | 159.7 | 226.5 | 554.7 | 582.5 | 784.2 | 581.1 | 576.1 |
Asia Pacific | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 81.2 | 73.3 | 239.4 | 238.2 | 312 | 371.6 | 381.4 |
Total revenue | 82.9 | 84.6 | 245.5 | 249.5 | 326.2 | 394.5 | 407.2 |
Middle East and Africa | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.3 |
Total revenue | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.4 |
Latin America | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 45.5 | 37.1 | 133.6 | 124.6 | 168.5 | 203 | 225.9 |
Total revenue | $ 45.5 | $ 37.2 | $ 133.6 | $ 124.7 | $ 168.7 | $ 203.3 | $ 226.1 |
ACQUISITIONS - Additional infor
ACQUISITIONS - Additional information (Details) - USD ($) $ in Millions | Dec. 30, 2020 | Aug. 04, 2020 | Jul. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 459.5 | $ 467 | $ 459.5 | $ 467 | $ 416.9 | $ 417.3 | ||||||
Purchase of land and building facilities | 22.2 | $ 24.4 | ||||||||||
Acquisition-related costs | 0 | $ 0.9 | 0 | $ 0.9 | 1 | $ 0.3 | $ 7.3 | |||||
Subsequent Event | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue of acquiree | 6.4 | |||||||||||
SaneChem | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage acquired | 100.00% | |||||||||||
Total consideration | $ 21.6 | |||||||||||
Revenue of acquiree | 3 | $ 9.4 | ||||||||||
Goodwill | 8.6 | 8.6 | 8.6 | |||||||||
Acquisition-related costs | 0.6 | |||||||||||
SaneChem | Preliminary fair values | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | 21.8 | |||||||||||
Goodwill | $ 17.9 | |||||||||||
SaneChem | Subsequent Event | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Revenue of acquiree | $ 3.2 | |||||||||||
Wypetech | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage acquired | 100.00% | |||||||||||
Total consideration | $ 32.3 | |||||||||||
Revenue of acquiree | $ 4.9 | |||||||||||
Goodwill | 22 | $ 22 | ||||||||||
Deferred consideration | $ 2 | |||||||||||
Deferred consideration, period | 1 year | |||||||||||
Purchase of land and building facilities | $ 2.1 | |||||||||||
Acquisition-related costs | $ 0.4 |
ACQUISITIONS - Fair values of n
ACQUISITIONS - Fair values of net assets acquired (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2018 | Sep. 30, 2021 | Dec. 30, 2020 | Jul. 31, 2020 | Jul. 01, 2020 | Dec. 31, 2019 | Apr. 16, 2018 | |
Business Acquisition [Line Items] | ||||||||
Deferred income taxes, net | $ (120.5) | $ (166.6) | ||||||
Goodwill | 467 | $ 417.3 | $ 459.5 | $ 416.9 | ||||
SaneChem | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 2.1 | |||||||
Trade receivables | 2 | |||||||
Inventories | 1.4 | |||||||
Prepaid expenses and other current assets | 0.1 | |||||||
Property, plant and equipment | 0.7 | |||||||
Intangible assets | 10.1 | |||||||
Other non-current assets | 0.1 | |||||||
Accounts payable | (0.9) | |||||||
Other current liabilities | (0.8) | |||||||
Net assets acquired before goodwill on acquisition | 13 | |||||||
Goodwill | 8.6 | 8.6 | ||||||
Net assets acquired | 21.6 | |||||||
SaneChem | Preliminary fair values | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | 2.3 | |||||||
Trade receivables | 1.6 | |||||||
Inventories | 1.7 | |||||||
Accounts payable | (1) | |||||||
Other current liabilities | (0.6) | |||||||
Other non-current liabilities | (0.1) | |||||||
Net assets acquired before goodwill on acquisition | 3.9 | |||||||
Goodwill | 17.9 | |||||||
Net assets acquired | $ 21.8 | |||||||
Wypetech | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 0.6 | |||||||
Trade receivables | 2.1 | |||||||
Inventories | 1.5 | |||||||
Prepaid expenses and other current assets | 0.1 | |||||||
Property, plant and equipment | 0.6 | |||||||
Intangible assets | 9.5 | |||||||
Accounts payable | (4) | |||||||
Other current liabilities | (0.1) | |||||||
Net assets acquired before goodwill on acquisition | 10.3 | |||||||
Goodwill | $ 22 | 22 | ||||||
Net assets acquired | $ 32.3 | |||||||
Net income | $ 1.2 | |||||||
Zenith | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash and cash equivalents | $ 2.1 | |||||||
Trade receivables | 17.4 | |||||||
Other receivables | 0.7 | |||||||
Inventories | 9.3 | |||||||
Prepaid expenses and other current assets | 1.1 | |||||||
Property, plant and equipment | 7.3 | |||||||
Intangible assets | 74.4 | |||||||
Other non-current assets | 10.6 | |||||||
Accounts payable | (17.7) | |||||||
Other current liabilities | (4.2) | |||||||
Deferred income taxes, net | (14.4) | |||||||
Other non-current liabilities | (0.8) | |||||||
Net assets acquired before goodwill on acquisition | 85.8 | |||||||
Goodwill | 47.8 | |||||||
Net assets acquired | $ 133.6 | |||||||
Net income | $ 7.4 |
ACQUISITIONS - Zenith Acquisiti
ACQUISITIONS - Zenith Acquisition (Details) - USD ($) $ in Millions | Apr. 16, 2018 | Dec. 31, 2018 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 417.3 | $ 459.5 | $ 467 | $ 416.9 | |
Zenith | |||||
Business Acquisition [Line Items] | |||||
Voting interest acquired | 100.00% | ||||
Purchase consideration | $ 133.6 | ||||
Goodwill | 47.8 | ||||
Total revenue | 67.8 | ||||
Net loss | $ 7.4 | ||||
Zenith | Brand name | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets acquired | 18.9 | ||||
Zenith | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets acquired | 48.6 | ||||
Zenith | Non-compete agreements | |||||
Business Acquisition [Line Items] | |||||
Identifiable intangible assets acquired | $ 6.9 |
ACQUISITIONS - Virox IP Acquisi
ACQUISITIONS - Virox IP Acquisition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 17, 2019 | |
Business Acquisition [Line Items] | ||||||||
Other (income) expense, net (Note 6) | $ (0.7) | $ 11.7 | $ (4.8) | $ 29.2 | $ 40.7 | $ (6) | $ (0.8) | |
Net cash amount paid | $ 9.4 | $ 31.8 | 51.2 | $ 131.6 | ||||
Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of Intellectual Property acquired | $ 37.4 | |||||||
Investments fair value | 14.1 | |||||||
Other (income) expense, net (Note 6) | 13 | |||||||
Net cash amount paid | 6.3 | |||||||
Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc | Cash purchase agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of Intellectual Property acquired | 34.2 | |||||||
Investments fair value | $ 27.1 | |||||||
Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc | Non-exclusive license agreement | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of Intellectual Property acquired | $ 3.2 |
FINANCIAL STATEMENT DETAILS - I
FINANCIAL STATEMENT DETAILS - Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS. | |||
Raw materials | $ 66.4 | $ 60.8 | $ 36.3 |
Work in process | 2.6 | 3.7 | 3.5 |
Finished goods | 258.5 | 217.9 | 169.2 |
Inventories | $ 327.5 | $ 282.4 | $ 209 |
FINANCIAL STATEMENT DETAILS - F
FINANCIAL STATEMENT DETAILS - Factoring of trade receivables (Details) € in Millions, $ in Millions | Nov. 15, 2018EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2020USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Commitment fee percent | 0.10% | ||||||||
Factofrance | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Factoring fee percent | 0.10% | ||||||||
Debtor Credit Default commission percent | 0.05% | ||||||||
Commitment fee percent | 0.10% | 0.10% | |||||||
Maximum Total Funding Amount | € 150 | € 150 | $ 175.4 | $ 182.8 | |||||
Restricted cash collateral | € 4 | 4.7 | € 4.4 | 5.4 | |||||
Receivables sold | $ 483.1 | $ 471.5 | $ 668.2 | $ 553.4 | |||||
Advances received | 475.4 | 433.2 | 584 | 459.9 | |||||
Activity, net of fees and reserves | 7.7 | 38.3 | 84.2 | 93.5 | |||||
Amount collected from customers and remitted | $ 486.6 | $ 426.8 | $ 594.1 | 463.6 | |||||
Funded status | $ 35.9 | $ 45.8 | $ 40.8 |
FINANCIAL STATEMENT DETAILS - S
FINANCIAL STATEMENT DETAILS - Securitization of trade receivables (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 | |
FINANCIAL STATEMENT DETAILS. | ||||
Receivables pledged as collateral | $ 45.9 | |||
Proceeds From New Transfers Of Receivables | $ 51 | |||
Maximum funding | 75 | $ 50 | $ 75 | |
Fees associated with the arrangement | 1.2 | 1.7 | ||
Proceeds from receivables transferred and derecognized | 415.1 | 451 | ||
Collection of securitized accounts receivable | $ 420.3 | $ 400 |
FINANCIAL STATEMENT DETAILS - P
FINANCIAL STATEMENT DETAILS - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS. | |||
Prepaid expenses | $ 32 | $ 35.2 | $ 37.8 |
Income tax receivables | 27.8 | 22.2 | 17.7 |
Restricted cash and compensating balance deposits | 2.3 | 3.2 | 8.8 |
Other current assets | 1.5 | 1.4 | 7.1 |
Prepaid expenses and other current assets | $ 63.6 | $ 62 | $ 71.4 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other non-current assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
FINANCIAL STATEMENT DETAILS. | |||||||
Dosing and dispensing equipment | $ 145.2 | $ 145.2 | $ 153 | $ 181.2 | |||
Tax indemnification asset | 23.3 | 23.3 | 24.8 | 27.6 | |||
Lease receivables | 19.6 | 19.6 | 30.2 | 40.5 | |||
Deferred financing fees - revolver | 2.7 | 2.7 | 0.9 | 2.1 | |||
Restricted cash | 5 | 5 | 5.7 | 5.2 | |||
Finance lease right-of-use assets, net | 3.8 | 3.8 | 4.9 | 5.6 | |||
Operating lease right-of-use assets, net | 53.6 | 53.6 | 62.8 | 89.1 | |||
Deferred taxes | 58.2 | 58.2 | 60.6 | 54.4 | |||
Other non-current assets | 20.9 | 20.9 | 26.2 | 32.5 | |||
Other non-current assets | 338.9 | 338.9 | 369.1 | 438.2 | |||
Depreciation expense | $ 17.3 | $ 18.2 | $ 52.1 | $ 55 | $ 76.1 | $ 71.3 | $ 59.4 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Other current liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS. | |||
Accrued salaries, wages and related costs | $ 98.5 | $ 131.9 | $ 109.6 |
Accrued customer volume rebates | 132.4 | 146 | 148.9 |
Contingent consideration | 7 | 3.3 | 3.5 |
Value added, general and sales tax payable | 34.1 | 36 | 41.5 |
Accrued interest payable | 0.5 | 24.6 | 30.1 |
Income taxes payable | 8.5 | 6 | 19.4 |
Interest rate swaps | 9.6 | 8.8 | |
Operating lease liabilities | 20 | 22.9 | 31.9 |
Accrued share-based compensation | 6.3 | 69.6 | 1.7 |
Other accrued liabilities | 75.2 | 63.3 | 62.2 |
Other current liabilities | $ 392.1 | 512.4 | |
Other liabilities | $ 512.4 | $ 448.8 |
FINANCIAL STATEMENT DETAILS -_3
FINANCIAL STATEMENT DETAILS - Other non-current liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS. | |||
Defined benefit pension plan liability | $ 178.2 | $ 203.1 | $ 165.9 |
Other post-employment benefit plan liability | 2.2 | 2.2 | 1.8 |
Uncertain tax positions | 43.1 | 43.7 | 58 |
Contingent consideration | 0.2 | 4.9 | 9 |
Asset retirement obligations | 6.5 | 6.6 | 5.6 |
Interest rate swaps | 17.3 | 12 | |
Operating lease liabilities | 32 | 38.8 | 59 |
Tax receivable agreement | 258 | ||
Other non-current liabilities | 26.1 | 17 | 21.7 |
Other non-current liabilities | $ 563.6 | $ 328.3 | $ 321 |
FINANCIAL STATEMENT DETAILS -_4
FINANCIAL STATEMENT DETAILS - Other income (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
FINANCIAL STATEMENT DETAILS. | |||||||
Interest income | $ (0.8) | $ (1.2) | $ (2.9) | $ (4.6) | $ (5.9) | $ (7.5) | $ (5.8) |
Unrealized foreign exchange (gain) loss | (2.4) | (8.8) | 5.2 | (17.6) | (25.1) | 10.8 | 1.8 |
Realized foreign exchange (gain) loss | 5.5 | (0.9) | 6.1 | (1.7) | (0.9) | 0.6 | (16.7) |
Non-cash pension and other post-employment benefit plan | (4.3) | (3.5) | (12) | (9.7) | (12.9) | (8.8) | (10.5) |
Adjustment to tax indemnification asset | 2.8 | 7.1 | 31 | ||||
Factoring and securitization fees | 1.4 | 1.3 | 3.6 | 3.2 | 4.3 | 3.4 | 0.6 |
Other, net | 1.2 | 1.3 | (0.7) | (0.2) | (3) | 0.4 | 0.4 |
Other income (expense), net | $ 0.7 | $ (11.7) | $ 4.8 | $ (29.2) | $ (40.7) | $ 6 | $ 0.8 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 270.3 | $ 270.3 | $ 254.2 | $ 208.3 | |||
Less: Accumulated depreciation | (82.4) | (82.4) | (65.9) | (36.1) | |||
Property and equipment, net | 187.9 | 187.9 | 188.3 | 172.2 | |||
Depreciation expense | 6.1 | $ 5.4 | $ 15.5 | 16.9 | 21.2 | 20.5 | $ 21.6 |
Land and improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 43.2 | 43.2 | 44 | 41.6 | |||
Buildings | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 52.2 | 52.2 | 51.9 | 47.2 | |||
Machinery and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 91.9 | 91.9 | 81.9 | 74 | |||
Other property and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 51.3 | 51.3 | 47.9 | 30.4 | |||
Construction-in-progress | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 31.7 | $ 31.7 | $ 28.5 | $ 15.1 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Gross value | $ 533.7 | $ 484.5 | $ 485.8 | |
Acquisition | 8.8 | 39.9 | ||
Foreign currency adjustment | (7.6) | 9.3 | (1.3) | |
Gross value | 533.7 | 484.5 | ||
Accumulated impairment | (66.7) | (67.6) | $ (68.5) | |
Goodwill on acquisition | 459.5 | 467 | 416.9 | 417.3 |
Food & Beverage | ||||
Goodwill [Roll Forward] | ||||
Gross value | 146.5 | 126.2 | 126.5 | |
Acquisition | 2 | 17.9 | ||
Foreign currency adjustment | (2.1) | 2.4 | (0.3) | |
Gross value | 146.5 | 126.2 | ||
Accumulated impairment | (17.4) | (17.6) | (17.8) | |
Goodwill on acquisition | 120.3 | 129.1 | 108.6 | 108.7 |
Institutional | ||||
Goodwill [Roll Forward] | ||||
Gross value | 387.2 | 358.3 | 359.3 | |
Acquisition | 6.8 | 22 | ||
Foreign currency adjustment | (5.5) | 6.9 | (1) | |
Gross value | 387.2 | 358.3 | ||
Accumulated impairment | (49.3) | (50) | (50.7) | |
Goodwill on acquisition | $ 339.2 | $ 337.9 | $ 308.3 | $ 308.6 |
GOODWILL AND IDENTIFIABLE INT_4
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets with definite lives | |||||||
Gross carrying value | $ 1,711.4 | $ 1,711.4 | $ 1,737.6 | $ 1,616.9 | |||
Accumulated amortization | (391.8) | (391.8) | (326.6) | (200.6) | |||
Net book value | 1,319.6 | 1,319.6 | 1,411 | 1,416.3 | |||
Intangible assets with indefinite lives | |||||||
Gross carrying value/net book value | 900.4 | 846.6 | |||||
Total identifiable intangible assets, gross carrying value | 2,585.6 | 2,585.6 | 2,638 | ||||
Amortization of intangible assets | 24.2 | $ 24.8 | 72.6 | $ 74 | 98.2 | 93.7 | $ 91.2 |
Total identifiable intangible assets, net book value | 2,193.8 | 2,193.8 | 2,311.4 | 2,262.9 | |||
Trademarks and trade names | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 846.6 | ||||||
Accumulated amortization | (200.6) | ||||||
Net book value | 846.6 | ||||||
Intangible assets with indefinite lives | |||||||
Gross carrying value/net book value | 874.2 | 874.2 | 900.4 | 2,463.5 | |||
Total identifiable intangible assets, gross carrying value | 2,638 | ||||||
Total identifiable intangible assets, net book value | 2,311.4 | 2,262.9 | |||||
Customer relationships | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 924.4 | 924.4 | 939.2 | 885.5 | |||
Accumulated amortization | (173.6) | (173.6) | (142.4) | (90.4) | |||
Net book value | 750.8 | 750.8 | $ 796.8 | $ 795.1 | |||
Weighted Average Amortization Periods | 26 years 3 months 18 days | 27 years 2 months 12 days | |||||
Trademarks | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 28.5 | 28.5 | $ 28.8 | $ 26.9 | |||
Accumulated amortization | (7.1) | (7.1) | (5.3) | (3) | |||
Net book value | 21.4 | 21.4 | $ 23.5 | $ 23.9 | |||
Weighted Average Amortization Periods | 13 years 6 months | 14 years 4 months 24 days | |||||
Capitalized software | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 81.8 | 81.8 | $ 76.7 | $ 53.5 | |||
Accumulated amortization | (67.6) | (67.6) | (58.5) | (31.5) | |||
Net book value | 14.2 | 14.2 | $ 18.2 | $ 22 | |||
Weighted Average Amortization Periods | 1 year 7 months 6 days | 1 year 8 months 12 days | |||||
Brand name | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 620.5 | 620.5 | $ 642.7 | $ 603.3 | |||
Accumulated amortization | (126.7) | (126.7) | (106.5) | (69.8) | |||
Net book value | 493.8 | 493.8 | $ 536.2 | $ 533.5 | |||
Weighted Average Amortization Periods | 16 years 8 months 12 days | 17 years 8 months 12 days | |||||
Non-compete agreements | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 8.5 | 8.5 | $ 8.5 | $ 6.2 | |||
Accumulated amortization | (8.4) | (8.4) | (8.4) | (4.4) | |||
Net book value | 0.1 | 0.1 | $ 0.1 | $ 1.8 | |||
Weighted Average Amortization Periods | 9 months 18 days | 9 months 18 days | |||||
Favorable leases | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 4.3 | 4.3 | $ 4.3 | $ 4.1 | |||
Accumulated amortization | (2.9) | (2.9) | (2.3) | (1.5) | |||
Net book value | 1.4 | 1.4 | $ 2 | $ 2.6 | |||
Weighted Average Amortization Periods | 1 year 8 months 12 days | 2 years 8 months 12 days | |||||
Intellectual property | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 43.4 | 43.4 | $ 37.4 | $ 37.4 | |||
Accumulated amortization | (5.5) | (5.5) | (3.2) | ||||
Net book value | $ 37.9 | $ 37.9 | $ 34.2 | $ 37.4 | |||
Weighted Average Amortization Periods | 11 years | 12 years |
GOODWILL AND IDENTIFIABLE INT_5
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Amortization expense related to the fair value (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Roll Forward] | |||
2021 | $ 83.9 | ||
2022 | 75.2 | ||
2023 | 69.4 | ||
2024 | 69.4 | ||
2025 | 69.4 | ||
Thereafter | 1,043.7 | ||
Amortization expense Total | $ 1,319.6 | $ 1,411 | $ 1,416.3 |
LEASES - Supplemental balance s
LEASES - Supplemental balance sheet information related to leases (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use operating lease assets | $ 53.6 | $ 62.8 | $ 89.1 |
Right-of-use finance lease assets | 3.8 | 4.9 | 5.6 |
Total | 67.7 | 94.7 | |
Operating lease current liability | 20 | 22.9 | 31.9 |
Finance lease current liability | 1.8 | 1.7 | |
Total | 24.7 | 33.6 | |
Operating lease non-current liability | $ 32 | 38.8 | 59 |
Finance lease non-current liability | 3.4 | 0.7 | |
Total | $ 42.2 | $ 59.7 | |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease renewal term | 5 years | ||
Finance lease renewal term | 5 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease renewal term | 1 year | ||
Finance lease renewal term | 1 year |
LEASES - Weighted average remai
LEASES - Weighted average remaining lease term and weighted average discount rate for operating and finance leases (Details) | Dec. 31, 2020 | Dec. 31, 2019 |
LEASES | ||
Weighted average remaining lease term operating leases | 3 years 10 months 24 days | 4 years 2 months 12 days |
Weighted average remaining lease term Finance leases | 3 years 1 month 6 days | 3 years 8 months 12 days |
Weighted average remaining discount rate operating lease | 5.82% | 5.12% |
Weighted average remaining discount rate finance lease | 4.81% | 3.93% |
LEASES - Maturity analysis pres
LEASES - Maturity analysis presents expected undiscounted cash payments for operating and finance leases (Details ) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
LEASES | |||
2021 | $ 25.5 | ||
2022 | 19.3 | ||
2023 | 9.6 | ||
2024 | 4.8 | ||
2025 | 2.3 | ||
Thereafter | 8.7 | ||
Total lease payments | 70.2 | ||
Less: imputed interest | (8.5) | ||
Total payments | 61.7 | ||
Fiance Leases | |||
2021 | 2 | ||
2022 | 1.8 | ||
2023 | 1.3 | ||
2024 | 0.5 | ||
Total lease payments | 5.6 | ||
Less: imputed interest | (0.4) | ||
Finance Lease, Liability | $ 3.9 | 5.2 | $ 2.4 |
Total | |||
2021 | 27.5 | ||
2022 | 21.1 | ||
2023 | 10.9 | ||
2024 | 5.3 | ||
2025 | 2.3 | ||
Thereafter | 8.7 | ||
Total lease payments | 75.8 | ||
Less: imputed interest | (8.9) | ||
Total payments | $ 66.9 |
LEASES - Components of total op
LEASES - Components of total operating costs and total finance lease costs (Details ) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | ||
Operating lease cost | $ 35.4 | $ 42.7 |
Short-term lease cost | 6 | 4.9 |
Variable lease cost | 0.9 | 0.9 |
Total operating costs | 42.3 | 48.5 |
Amortization of right-of-use assets | 2.1 | 1.5 |
Interest on lease liabilities | 0.3 | 0.2 |
Total finance lease cost | 2.4 | 1.7 |
Total lease cost | $ 44.7 | $ 50.2 |
LEASES - Measurement of operati
LEASES - Measurement of operating and finance lease liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | ||
Operating cash flows from operating leases | $ 35.4 | $ 42.1 |
Operating cash flows from finance leases | 0.3 | 0.2 |
Financing cash flows from finance leases | 2 | 1.7 |
Operating leases | 3.8 | 22.2 |
Finance leases | $ 1.7 | $ 5 |
LEASES - Cash flows from operat
LEASES - Cash flows from operating and sales-type leases (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Lessor, Lease, Description [Line Items] | ||
Gross assets under operating leases | $ 280.8 | $ 275.1 |
Accumulated depreciation under operating lease | 127.8 | 93.9 |
Gross lease receivable | 59.4 | 62.7 |
Sales-type and Direct Financing Leases, Lease Receivable, Fiscal Year Maturity [Abstract] | ||
2021 | 22.7 | |
2022 | 19.6 | |
2023 | 11.3 | |
2024 | 4.1 | |
2025 | 1.5 | |
Thereafter | 0.2 | |
Total | $ 59.4 | |
Maximum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 5 years | |
Minimum | ||
Lessor, Lease, Description [Line Items] | ||
Lease term | 1 year | |
Other Receivable | ||
Lessor, Lease, Description [Line Items] | ||
Gross lease receivable | $ 22.9 | 22.2 |
Other non current assets | ||
Lessor, Lease, Description [Line Items] | ||
Gross lease receivable | $ 36.5 | $ 40.5 |
DEBT AND CREDIT FACILITIES - Co
DEBT AND CREDIT FACILITIES - Components of debt and credit facilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Short-term borrowings (Note 10) | $ 16.5 | $ 0.4 | $ 0.6 |
Finance lease obligations | 3.9 | 5.2 | 2.4 |
Financing obligations | 23.5 | 22.5 | |
Unamortized deferred financing costs | (40.6) | (39.6) | (44.6) |
Unamortized original issue discount | (9) | (6.2) | (3.4) |
Total debt | 1,994.3 | 2,700.3 | 2,522.5 |
Less: Current portion of long-term debt | (11.4) | (13.2) | (11.2) |
Short-term borrowings | (16.5) | (0.4) | (0.6) |
Long-term debt | 1,966.4 | 2,686.7 | 2,510.7 |
Secured Debt | Senior Secured Credit Facilities | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Unamortized deferred financing costs | (28.4) | (34.2) | |
Unamortized original issue discount | (2.9) | (3.4) | |
Secured Debt | Senior Secured Credit Facilities - US Dollar Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 0 | 873 | 882 |
Secured Debt | US Dollar Incremental Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 149.6 | ||
Unamortized deferred financing costs | (1.5) | ||
Unamortized original issue discount | (3.3) | ||
Secured Debt | Euro Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 0 | 1,146.9 | 1,062.5 |
Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 548.5 | 503 | |
Unamortized deferred financing costs | (9.7) | (10.6) | |
Line of credit | Revolving Credit Facility | Senior Secured Credit Facilities | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | $ 0 | $ 0 | $ 120 |
DEBT AND CREDIT FACILITIES - Se
DEBT AND CREDIT FACILITIES - Senior Secured Credit Facilities (Details) € in Millions, $ in Millions | Dec. 31, 2020USD ($) | Sep. 06, 2017USD ($) | Sep. 30, 2021USD ($) | Sep. 29, 2021USD ($) | Sep. 28, 2021USD ($) | Sep. 28, 2021EUR (€) | Dec. 31, 2019USD ($) | Sep. 06, 2017EUR (€) |
Debt Instrument [Line Items] | ||||||||
Unamortized deferred financing costs - term loans | $ 39.6 | $ 40.6 | $ 44.6 | |||||
Unamortized original issue discount | 6.2 | 9 | 3.4 | |||||
Secured Debt | Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred financing costs | $ 51.2 | |||||||
Unamortized deferred financing costs - term loans | 28.4 | 34.2 | ||||||
Original issue discount | 5.1 | |||||||
Unamortized original issue discount | $ 2.9 | 3.4 | ||||||
Original issue discount charged to interest expense | 0.9 | |||||||
Secured Debt | Senior Secured Credit Facilities - US Dollar Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | $ 900 | $ 900 | ||||||
Secured Debt | Euro Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt face amount | € | € 970 | € 970 | ||||||
Secured Debt | LIBOR | Senior Secured Credit Facilities - US Dollar Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate | 3.00% | |||||||
Interest rate | 3.21% | |||||||
Secured Debt | EURIBOR | Euro Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate | 3.25% | |||||||
Interest rate | 3.25% | |||||||
EURIBOR floor rate | 0.00% | |||||||
Secured Debt | Revolving Credit Facility | Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 450 | |||||||
Unamortized deferred financing costs - credit facility | $ 2.2 | 4 | 3.3 | |||||
Deferred financing costs | $ 6.4 | $ 8.9 | ||||||
Available borrowing capacity | 240.1 | 440.3 | 129.3 | |||||
Line of credit | Revolving Credit Facility | Senior Secured Credit Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 250 | |||||||
Letters of credit outstanding | 9.9 | $ 9.7 | $ 0.7 | |||||
Available borrowing capacity | $ 240.1 |
DEBT AND CREDIT FACILITIES - Ne
DEBT AND CREDIT FACILITIES - New Term Loan (Details) - USD ($) | Sep. 30, 2020 | Jun. 23, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 2,000,000,000 | $ 167,400,000 | $ 169,000,000 | |||
Unamortized deferred financing costs - term loans | 40,600,000 | 39,600,000 | $ 44,600,000 | |||
Unamortized original issue discount | $ 9,000,000 | 6,200,000 | $ 3,400,000 | |||
Secured Debt | US Dollar Incremental Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 150,000,000 | |||||
Amount borrowed | 144,500,000 | |||||
Deferred financing costs | 1,700,000 | |||||
Unamortized deferred financing costs - term loans | 1,500,000 | |||||
Original issue discount | $ 3,800,000 | |||||
Unamortized original issue discount | $ 3,300,000 | |||||
Quarterly installment paid | $ 375,000 | |||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 6.00% | ||||
Secured Debt | US Dollar Incremental Loan | Maturity on September 6, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly installment paid | $ 144,400,000 | |||||
Secured Debt | US Dollar Incremental Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% |
DEBT AND CREDIT FACILITIES - No
DEBT AND CREDIT FACILITIES - Notes (Details) € in Millions, $ in Millions | Aug. 08, 2017USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 08, 2017EUR (€) |
Debt Instrument [Line Items] | |||||
Unamortized deferred financing costs - term loans | $ 40.6 | $ 39.6 | $ 44.6 | ||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | € | € 450 | ||||
Interest rate | 5.625% | 5.625% | |||
Deferred financing costs | $ 14.5 | ||||
Unamortized deferred financing costs - term loans | $ 9.7 | $ 10.6 | |||
Percentage | 101.00% |
DEBT AND CREDIT FACILITIES - De
DEBT AND CREDIT FACILITIES - Debt redemption prices (Details) | Aug. 15, 2020 |
2020 | |
Debt Instrument, Redemption [Line Items] | |
Percentage of redemption on principal amount | 102.80% |
2021 | |
Debt Instrument, Redemption [Line Items] | |
Percentage of redemption on principal amount | 101.40% |
2022 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Percentage of redemption on principal amount | 100.00% |
DEBT AND CREDIT FACILITIES - Sa
DEBT AND CREDIT FACILITIES - Sale-Leaseback Transactions (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($)propertyitem | |
DEBT AND CREDIT FACILITIES | |
Number of properties sold | property | 2 |
Proceeds from sale | $ | $ 22.9 |
Number of lease renewal options | item | 4 |
Lease renewal term | 5 years |
DEBT AND CREDIT FACILITIES - Fu
DEBT AND CREDIT FACILITIES - Future repayments (Details) $ in Millions | Dec. 31, 2020USD ($) |
Future repayments | |
2021 | $ 22.3 |
2022 | 22.3 |
2023 | 22.3 |
2024 | 2,102.6 |
2025 | 548.5 |
Future repayments | $ 2,718 |
PREFERRED EQUITY CERTIFICATES_2
PREFERRED EQUITY CERTIFICATES (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred Equity Certificates [Roll Forward] | ||||
Carrying Value December 31, 2020 | $ 641,700,000 | $ 588,400,000 | ||
Redemption | (620,900,000) | 0 | $ 3,100,000 | |
Foreign Currency Translation | 20,800,000 | (53,300,000) | ||
Carrying Value June 30, 2021 | $ 0 | 641,700,000 | $ 588,400,000 | |
Interest Expense | 0 | $ 4,900,000 | $ 5,200,000 | |
Par value | $ 1 | |||
Term | 30 years | 30 years |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Net unrealized after-tax loss | $ (14.8) | $ (17.8) | |||
Net unrealized after-tax derivative loss to be reclassified into earnings within the next twelve months | $ (3) | ||||
Interest rate swaps | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | $ 720 | ||||
Net unrealized after-tax loss | $ 15.6 | ||||
Derivative, Remaining Maturity | 60 months | ||||
Net unrealized after-tax derivative loss to be reclassified into earnings within the next twelve months | 6.6 | ||||
Interest rate swaps | Prepaid Expenses and Other Current Assets [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fair value, interest rate swap liabilities | $ (6.5) | ||||
Derivative, Fair Value, Net | $ 6.5 | ||||
Interest rate swaps | Other current liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fair value, interest rate swap liabilities | (20.8) | ||||
Derivative, Fair Value, Net | $ 20.8 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | $ 6.7 | |
Derivative liabilities | $ (20.8) | (2.2) |
Foreign Exchange Forward [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | 0.2 | |
Derivative liabilities | (2.2) | |
Interest Rate Swap [Member] | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Assets | $ 6.5 | |
Derivative liabilities | $ (20.8) |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | $ 2.3 | $ (2.2) | $ 6.8 | $ (2.6) | $ (4.8) | $ 0.2 | $ 0.5 |
Foreign currency forward contracts | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | 0 | 0 | 0 | 0.5 | 0.5 | $ 0.2 | $ 0.5 |
Interest rate swaps | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | $ 2.3 | $ (2.2) | $ 6.8 | $ (3.1) | $ (5.3) |
FAIR VALUE MEASUREMENTS AND O_3
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Assets and liabilities measured on a recurring basis (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | $ (20.8) | $ (2.2) | |
Contingent consideration | $ (7.2) | (8.2) | (12.5) |
Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (20.8) | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 2.9 | 118.4 | 12.4 |
Restricted cash and compensating balance deposits | 7.3 | 8.8 | 14 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 2 | ||
Contingent consideration | (7.2) | (8.2) | (12.5) |
Fair Value, Recurring | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (14.8) | (20.8) | 6.5 |
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 2.9 | 118.4 | 12.4 |
Restricted cash and compensating balance deposits | 7.3 | 8.8 | 14 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 2 | ||
Contingent consideration | 0 | 0 | |
Fair Value, Recurring | Level 1 | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Restricted cash and compensating balance deposits | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | ||
Contingent consideration | 0 | 0 | |
Fair Value, Recurring | Level 2 | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (14.8) | (20.8) | 6.5 |
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Restricted cash and compensating balance deposits | 0 | 0 | |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | ||
Contingent consideration | $ (7.2) | (8.2) | (12.5) |
Fair Value, Recurring | 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 - Additional information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Net asset value per unit | $ 1 | ||||||
Restricted cash and equivalents, noncurrent | $ 5 | $ 5 | $ 5.7 | $ 5.2 | |||
Restricted cash and equivalents, current | 2.3 | 2.3 | 3.2 | 8.8 | |||
Contingent consideration liability | 7.2 | 7.2 | 8.2 | 12.5 | |||
Contingent consideration gain (loss) | 0.9 | $ 0.7 | 1 | $ 2 | 1.1 | $ (5.5) | $ (0.1) |
Money market funds | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash equivalents | 0 | 0 | 113 | ||||
Receivables factoring program | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash and equivalents, noncurrent | 4.7 | 4.7 | 5.4 | ||||
Restricted cash and equivalents, current | 2.3 | 2.3 | 3.1 | ||||
Cash collateral for credit | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash, noncurrent | $ 0.3 | $ 0.3 | $ 0.3 |
FAIR VALUE MEASUREMENTS AND O_5
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Debt and Preferred Equity Certificates fair values (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | $ 641.7 | $ 588.4 | |
Debt and Preferred Equity Certificates | 3,313.8 | 3,107.9 | |
Carrying Amount | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | ||
Debt and Preferred Equity Certificates | $ 1,950.4 | 3,313.8 | |
Carrying Amount | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 538.7 | 492.4 | |
Preferred Equity Certificates | 538.7 | ||
Carrying Amount | Senior Secured Credit Facilities | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 493.8 | ||
Carrying Amount | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 0 | 120 | |
Carrying Amount | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 1,456.6 | 859.1 | 864.6 |
Carrying Amount | US Dollar Incremental Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 144.8 | 0 | |
Carrying Amount | Euro Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 1,129.5 | 1,042.5 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | 588.4 | |
Debt and Preferred Equity Certificates | 3,360.7 | 3,124.8 | |
Fair Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | ||
Debt and Preferred Equity Certificates | 1,985.1 | 3,360.7 | |
Fair Value | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 552.7 | 494.2 | |
Preferred Equity Certificates | 552.7 | ||
Fair Value | Senior Secured Credit Facilities | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 507.7 | ||
Fair Value | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 0 | 120 | |
Fair Value | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | $ 1,477.4 | 856.3 | 863.4 |
Fair Value | US Dollar Incremental Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 149 | 0 | |
Fair Value | Euro Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | $ 1,161 | $ 1,058.8 |
DEFINED BENEFIT PENSION PLANS_2
DEFINED BENEFIT PENSION PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Plans cost | $ 8.9 | ||||||
Defined benefit plan amortization gain or losses | 0 | ||||||
Net period benefit cost | $ 2.7 | $ 2 | $ 5.3 | $ 7.2 | (6.9) | $ (4) | $ (5) |
Selling, general and administrative expenses | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Net period benefit cost | 6 | 4.9 | 5.8 | ||||
Other (income) expense net | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Net period benefit cost | (12.9) | (8.9) | (10.8) | ||||
Retirement Savings Plans | |||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||||||
Plans cost | $ 1.5 | $ 1.8 | $ 1.6 |
DEFINED BENEFIT PENSION PLANS -
DEFINED BENEFIT PENSION PLANS - Benefit obligations and plan assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in benefit obligation: | |||||||
Projected benefit obligation at beginning of period | $ 546 | $ 636.4 | $ 546 | $ 519.1 | $ 544.5 | ||
Service cost | $ 1.6 | $ 1.5 | 4.4 | 4.9 | 6 | 4.9 | 5.8 |
Interest cost | $ 0.2 | $ 0.7 | 2.3 | 1.6 | 4.2 | 7 | 7.2 |
Participants' contributions. | 2.4 | 2.1 | 2.1 | ||||
Benefits paid | (10.2) | (8.8) | (8.6) | ||||
Actuarial loss (gain) | 47.1 | 49.7 | (9.9) | ||||
Plan Amendments | (12.4) | ||||||
Settlements | (8.2) | (8.2) | (1.5) | ||||
Currency translation adjustment | 49.1 | (7.4) | (20.5) | ||||
Projected benefit obligation at end of period | 636.4 | 546 | 519.1 | ||||
Change in plan assets: | |||||||
Fair value of plan assets at beginning of period | $ 378.1 | $ 430.5 | 378.1 | 333.2 | 350.9 | ||
Actual return on plan assets | 22.2 | 51.7 | (7.9) | ||||
Settlements | (8.2) | (8.2) | (1.5) | ||||
Employer contributions | 12 | 12.5 | 10.8 | ||||
Participants' contributions. | 2.4 | 2.1 | 2.1 | ||||
Benefits paid | (10.2) | (8.8) | (8.6) | ||||
Currency translation adjustment | 34.2 | (4.4) | (12.6) | ||||
Fair value of plan assets at end of period | 430.5 | 378.1 | 333.2 | ||||
Unfunded status, net | 205.9 | 167.9 | 185.9 | ||||
Accumulated benefit obligation at end of period | 613.7 | 524.5 | 496 | ||||
Amounts recognized in the Consolidated Balance Sheet: | |||||||
Net amount recognized | (205.9) | (167.9) | (185.9) | ||||
Other non current assets | |||||||
Change in plan assets: | |||||||
Unfunded status, net | (0.2) | (0.4) | (1.3) | ||||
Amounts recognized in the Consolidated Balance Sheet: | |||||||
Net amount recognized | 0.2 | 0.4 | 1.3 | ||||
Other current liabilities | |||||||
Change in plan assets: | |||||||
Unfunded status, net | 3 | 2.4 | 2.2 | ||||
Amounts recognized in the Consolidated Balance Sheet: | |||||||
Net amount recognized | (3) | (2.4) | (2.2) | ||||
Other non-current liabilities | |||||||
Change in plan assets: | |||||||
Unfunded status, net | 203.1 | 165.9 | 185 | ||||
Amounts recognized in the Consolidated Balance Sheet: | |||||||
Net amount recognized | $ (203.1) | $ (165.9) | $ (185) |
DEFINED BENEFIT PENSION PLANS_3
DEFINED BENEFIT PENSION PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net period benefit cost: | |||||||
Service cost | $ 1.6 | $ 1.5 | $ 4.4 | $ 4.9 | $ 6 | $ 4.9 | $ 5.8 |
Interest cost | 0.2 | 0.7 | 2.3 | 1.6 | 4.2 | 7 | 7.2 |
Expected return on plan assets | 4.5 | 4.2 | 12 | 13.7 | |||
Total benefit income | $ 2.7 | $ 2 | $ 5.3 | $ 7.2 | (6.9) | (4) | (5) |
Changes in plan assets and benefit obligations recognized in other comprehensive loss: | |||||||
Net actuarial loss (gain), net | 47.1 | 49.7 | (9.9) | ||||
Loss recognized during fiscal year due to settlement | (0.9) | (0.6) | |||||
Prior service credit occurring during fiscal year | (12.4) | ||||||
Prior Service Credit Amortized During Fiscal Year | 1.4 | ||||||
Net (Loss) or Gain Amortized During Fiscal Year | (0.6) | ||||||
Asset loss (gain) occurring during the year | (4.9) | (35.1) | 25.2 | ||||
Total loss recognized in other comprehensive loss | 42.1 | 1.6 | 15.3 | ||||
Total recognized in net periodic benefit cost and other comprehensive income | 35.2 | (2.4) | 10.3 | ||||
Selling, general and administrative expenses | |||||||
Net period benefit cost: | |||||||
Service cost | 6 | 4.9 | 5.8 | ||||
Total benefit income | 6 | 4.9 | 5.8 | ||||
Other (income) expense net | |||||||
Net period benefit cost: | |||||||
Interest cost | 4.2 | 7 | 7.2 | ||||
Expected return on plan assets | (17.2) | (16.5) | (18) | ||||
Amortization of prior service cost and net actuarial loss | (0.8) | ||||||
Loss recognized during fiscal year due to settlement | 0.9 | 0.6 | |||||
Total benefit income | $ (12.9) | $ (8.9) | $ (10.8) |
DEFINED BENEFIT PENSION PLANS_4
DEFINED BENEFIT PENSION PLANS - Pension plans with PBO and ABO (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | |||
ABO | $ 613.7 | $ 524.5 | $ 496 |
Plans with PBO in excess of plan assets | |||
PBO | 633.7 | 543.2 | |
ABO | 610.9 | 521.6 | |
Fair value of plan assets | 427.6 | 374.8 | |
Plans with ABO in excess of plan assets | |||
PBO | 618.6 | 530 | |
ABO | 598.3 | 510.5 | |
Fair value of plan assets | $ 413.3 | $ 362.3 |
DEFINED BENEFIT PENSION PLANS_5
DEFINED BENEFIT PENSION PLANS - Estimated Future Benefit Payments (Detail) $ in Millions | Dec. 31, 2020USD ($) |
Defined Benefit Plan, Expected Amounts [Abstract] | |
2021 | $ 15.1 |
2022 | 15.4 |
2023 | 15.8 |
2024 | 18.2 |
2025 | 17.3 |
2026 - 2030 | $ 109.7 |
DEFINED BENEFIT PENSION PLANS_6
DEFINED BENEFIT PENSION PLANS - Actuarial Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract] | ||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 0.60% | 1.00% |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase | 1.90% | 2.10% |
Defined Benefit Plan Assumptions Used Calculating Benefit Cost Rate Of Pension Increase | 1.50% | 1.50% |
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract] | ||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 1.00% | 1.70% |
Expected long-term rate of return | 4.40% | 5.30% |
Rate of compensation increase | 2.10% | 2.10% |
Defined Benefit Plan Assumptions Used Calculating Benefit Cost Rate Of Pension Increase | 1.50% | 1.50% |
DEFINED BENEFIT PENSION PLANS_7
DEFINED BENEFIT PENSION PLANS - Equity and fixed income investments (Details) | Dec. 31, 2020 |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |
Targeted asset (as a percent) | 100.00% |
Equity securities | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |
Targeted asset (as a percent) | 41.00% |
Debt securities | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |
Targeted asset (as a percent) | 41.00% |
Real estate | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |
Targeted asset (as a percent) | 8.00% |
Other | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |
Targeted asset (as a percent) | 10.00% |
DEFINED BENEFIT PENSION PLANS_8
DEFINED BENEFIT PENSION PLANS - Fair values of our pension plan assets (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | $ 430.5 | $ 378.1 | $ 333.2 | $ 350.9 |
Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 4.8 | 5.8 | ||
Fixed income funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 172.1 | 142.7 | ||
Equity funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 178.2 | 156.5 | ||
Real estate | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 30.3 | 29 | ||
Other | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 45.1 | 44.1 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 5.8 | 6.8 | ||
Fair Value, Inputs, Level 1 [Member] | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 4.7 | 5.7 | ||
Fair Value, Inputs, Level 1 [Member] | Fixed income funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 1 | 0.9 | ||
Fair Value, Inputs, Level 1 [Member] | Equity funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 0.1 | 0.2 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 382.5 | 332.3 | ||
Fair Value, Inputs, Level 2 [Member] | Cash and cash equivalents | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 0.1 | 0.1 | ||
Fair Value, Inputs, Level 2 [Member] | Fixed income funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 171.1 | 141.8 | ||
Fair Value, Inputs, Level 2 [Member] | Equity funds | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 178.1 | 156.3 | ||
Fair Value, Inputs, Level 2 [Member] | Real estate | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 30.3 | 29 | ||
Fair Value, Inputs, Level 2 [Member] | Other | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 2.9 | 5.1 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | 42.2 | 39 | $ 40.5 | |
Fair Value, Inputs, Level 3 [Member] | Other | ||||
Defined Benefit Plan, Plan Assets, Category [Line Items] | ||||
Pension plan assets | $ 42.2 | $ 39 |
DEFINED BENEFIT PENSION PLANS_9
DEFINED BENEFIT PENSION PLANS - Measured at fair value (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Activity of plan assets | ||
Fair value of plan assets at beginning of period | $ 378.1 | $ 333.2 |
Fair value of plan assets at end of period | 430.5 | 378.1 |
Fair Value, Inputs, Level 3 [Member] | ||
Activity of plan assets | ||
Fair value of plan assets at beginning of period | 39 | 40.5 |
Gains on assets still held at year-end | 1.3 | 1.6 |
Purchases, sales, issuances and settlements | (1.6) | (1.2) |
Transfers in and/or out of Level 3 | 0.1 | (1.1) |
Foreign exchange (loss)/gain | 3.4 | (0.8) |
Fair value of plan assets at end of period | $ 42.2 | $ 39 |
OTHER POST-EMPLOYMENT BENEFIT_3
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Change in benefit obligation: | |||||||
Projected benefit obligation at beginning of period | $ 546 | $ 636.4 | $ 546 | $ 519.1 | $ 544.5 | ||
Service cost | $ 1.6 | $ 1.5 | 4.4 | 4.9 | 6 | 4.9 | 5.8 |
Interest cost | $ 0.2 | $ 0.7 | 2.3 | 1.6 | 4.2 | 7 | 7.2 |
Actuarial gain | 47.1 | 49.7 | (9.9) | ||||
Projected benefit obligation at end of period | 636.4 | 546 | 519.1 | ||||
Underfunded status | 205.9 | 167.9 | 185.9 | ||||
Unfunded status, net | 205.9 | 167.9 | 185.9 | ||||
Other Postretirement Benefits and Other Employee Benefit Plans | |||||||
Change in benefit obligation: | |||||||
Service cost | 0.1 | 0.1 | 0.1 | ||||
Interest cost | 0.1 | 0.1 | 0.1 | ||||
Other non-current liabilities | |||||||
Change in benefit obligation: | |||||||
Underfunded status | 203.1 | 165.9 | 185 | ||||
Unfunded status, net | 203.1 | 165.9 | 185 | ||||
Other non-current liabilities | Other Postretirement Benefits and Other Employee Benefit Plans | |||||||
Change in benefit obligation: | |||||||
Projected benefit obligation at beginning of period | $ 1.8 | $ 2.2 | 1.8 | 1.6 | |||
Service cost | 0.1 | 0.1 | |||||
Interest cost | 0.1 | 0.1 | |||||
Actuarial gain | 0.2 | ||||||
Projected benefit obligation at end of period | 2.2 | 1.8 | $ 1.6 | ||||
Underfunded status | 2.2 | 1.8 | |||||
Unfunded status, net | 2.2 | 1.8 | |||||
Amounts recognized in accumulated other comprehensive loss: | |||||||
Net actuarial loss | 0.2 | ||||||
Prior service credit | (0.5) | ||||||
Total | $ 0.2 | $ (0.5) |
OTHER POST-EMPLOYMENT BENEFIT_4
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS - Components of net period benefit cost (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Service cost | $ 1.6 | $ 1.5 | $ 4.4 | $ 4.9 | $ 6 | $ 4.9 | $ 5.8 |
Interest cost | 0.2 | 0.7 | 2.3 | 1.6 | 4.2 | 7 | 7.2 |
Net period benefit cost | $ 2.7 | $ 2 | $ 5.3 | $ 7.2 | (6.9) | (4) | (5) |
Other Postretirement Benefits and Other Employee Benefit Plans | |||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||||
Service cost | 0.1 | 0.1 | 0.1 | ||||
Interest cost | 0.1 | 0.1 | 0.1 | ||||
Amortization of prior service cost | 0.2 | ||||||
Net period benefit cost | $ 0.2 | $ 0.2 | $ 0.4 |
OTHER POST-EMPLOYMENT BENEFIT_5
OTHER POST-EMPLOYMENT BENEFITS AND OTHER EMPLOYEE BENEFIT PLANS - Assumptions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average discount rate to determine benefit obligations | 0.60% | 1.00% |
Weighted average discount rate to determine net cost | 1.00% | 1.70% |
Health care cost trend rate | 6.20% | |
Health care cost trend rate in futureyears | 4.90% | |
Increase in benefit obligation by 1.00% increase in health care costs | $ 0.1 | |
Decrease in benefit obligation by 1.00% decrease in health care costs | $ 0.1 | |
Other Postretirement Benefits and Other Employee Benefit Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average discount rate to determine benefit obligations | 2.00% | 2.60% |
Weighted average discount rate to determine net cost | 2.60% | 3.60% |
INCOME TAXES - U.S. and Non-U.S
INCOME TAXES - U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit) | |||||||
U.S | $ (5.6) | $ (119.3) | $ (210.4) | ||||
Non-U.S | (23.7) | 43 | (14.3) | ||||
Income (loss) before income tax provision (benefit) | $ (22.9) | $ 20.1 | $ (132.1) | $ 57.2 | $ (29.3) | $ (76.3) | $ (224.7) |
INCOME TAXES - Income Tax Provi
INCOME TAXES - Income Tax Provision (Benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current | |||||||
U.S. | $ 1.5 | $ 2.3 | $ 3.4 | ||||
Non-U.S | 36.5 | 60 | 36.3 | ||||
Total current expense | 38 | 62.3 | 39.7 | ||||
Deferred | |||||||
U.S | (37.1) | (7) | 14.2 | ||||
Non-U.S | 8.3 | (22.6) | (39.5) | ||||
Total deferred tax benefit | (28.8) | (29.6) | (25.3) | ||||
Income tax provision | $ 19.2 | $ 7.1 | $ 7 | $ 23.9 | $ 9.2 | $ 32.7 | $ 14.4 |
INCOME TAXES - Reconciliation t
INCOME TAXES - Reconciliation to Statutory Provision (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income taxes provision | |||||||
Statutory provision (benefit) | $ (7.3) | $ (19) | $ (56) | ||||
U.S. state income taxes, net of federal benefit | (9.7) | (3.1) | (1.8) | ||||
Foreign earnings taxed at different rates | 2.8 | 2.7 | 11.9 | ||||
Permanent differences | 0.8 | 9.2 | 11.2 | ||||
Share-based compensation | 16.9 | ||||||
Net change in valuation allowance | (6.5) | (12) | 2.2 | ||||
Audit settlements and changes to unrecognized tax benefits | (10.3) | 8.1 | 17.1 | ||||
Deferred tax asset adjustments | 5.2 | 11.7 | 16.9 | ||||
Net change in estimate of prior period tax | (4.6) | 2.8 | 10.1 | ||||
Change in tax laws | 14.5 | 23.4 | (26) | ||||
Withholding taxes | 8.8 | 5.4 | 4.7 | ||||
Goodwill impairment | 15.7 | ||||||
Other | (1.4) | 3.5 | 8.4 | ||||
Income tax provision | $ 19.2 | $ 7.1 | $ 7 | $ 23.9 | $ 9.2 | $ 32.7 | $ 14.4 |
Statutory income tax rate | 24.90% |
INCOME TAXES - Reconciliation_2
INCOME TAXES - Reconciliation to Statutory Provision - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | |||||||
Change in tax laws | $ 14.5 | $ 23.4 | $ (26) | ||||
Deferred tax asset adjustments | 5.2 | 11.7 | 16.9 | ||||
Statutory income tax (benefit) provision | (7.3) | (19) | (56) | ||||
Income tax (benefit) provision | $ 19.2 | $ 7.1 | $ 7 | $ 23.9 | 9.2 | 32.7 | 14.4 |
Income tax expense related to non-deductible share-based compensation | 16.9 | ||||||
Permanent differences | 0.8 | 9.2 | 11.2 | ||||
Increase in valuation allowance | (6.5) | (12) | 2.2 | ||||
Audit settlements and changes to unrecognized tax benefits | (10.3) | 8.1 | 17.1 | ||||
Goodwill impairment | 15.7 | ||||||
Foreign earnings taxed at different rates | 2.8 | $ 2.7 | 11.9 | ||||
Income tax expense related to estimated book-tax differences that are permanent in nature | $ 10.3 | $ 26 | |||||
TRA liability | $ 258 | $ 258 | |||||
LIBOR | |||||||
Income Tax Contingency [Line Items] | |||||||
TRA interest due on past due amounts, basis spread on variable interest rate | 3.00% |
INCOME TAXES - Deferred Tax Bal
INCOME TAXES - Deferred Tax Balances (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets | ||
Accruals not yet deductible for tax purposes | $ 82.1 | $ 56.2 |
Net operating loss carryforwards | 82.4 | 75.7 |
U.S., Non-U.S. and state tax credits | 12.2 | 3.2 |
Employee benefit items | 46.4 | 38 |
Intercompany losses | 36 | 35.8 |
Intercompany interest | 34.7 | 26 |
Lease liability | 16 | 20.7 |
Other | 8.4 | 7.6 |
Gross deferred tax assets | 318.2 | 263.2 |
Less: Valuation allowance | (79.5) | (102.1) |
Total deferred tax assets | 238.7 | 161.1 |
Deferred Tax Liabilities | ||
Depreciation and amortization | (33.7) | (26.3) |
Unremitted foreign earnings | (1.1) | (1.7) |
Intangibles | (324.4) | (291.4) |
Other | 8.3 | |
Total deferred tax liabilities | (359.2) | (327.7) |
Net deferred tax liability | $ (120.5) | $ (166.6) |
INCOME TAXES - Deferred Tax B_2
INCOME TAXES - Deferred Tax Balances - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss which expire over various tax years, tax effected, not expected to be realized | $ 11.4 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carried forward indefinitely | 35.8 | |
Net operating loss which expire over various tax years, tax effected | 7.5 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carried forward indefinitely, tax effected | 18.4 | $ 292.2 |
Net operating loss which expire over various tax years, tax effected, not expected to be realized | 14.7 | |
Foreign | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss which expire over various tax years | 241.8 | |
Net operating loss which expire over various tax years, tax effected | 56.5 | |
Net operating loss which expire over various tax years, tax effected, not expected to be realized | $ 56.5 |
INCOME TAXES - Deferred Tax B_3
INCOME TAXES - Deferred Tax Balances - Additional Information 1 (Details) $ in Millions | Dec. 31, 2020USD ($) |
Research and development credits | |
Tax Credit Carryforward [Line Items] | |
Tax credits which expires, not expected to be realized | $ 1.7 |
Foreign | |
Tax Credit Carryforward [Line Items] | |
Tax credits | 10.6 |
Tax credits which expires, not expected to be realized | 7.6 |
State | |
Tax Credit Carryforward [Line Items] | |
Tax credits | $ 10.6 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Activity related to our gross unrecognized tax benefits | |||
Balance at beginning of period | $ 74.9 | $ 74.7 | $ 47.7 |
Gross increases - tax positions in current period | 2.2 | 48.1 | |
Decreases from settlements with tax authorities | (13.2) | ||
Lapse of statute of limitations | (1.6) | (2) | (21.1) |
Balance at end of period | $ 60.1 | $ 74.9 | $ 74.7 |
INCOME TAXES - Unrecognized T_2
INCOME TAXES - Unrecognized Tax Benefits - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES | ||||
Gross unrecognized tax benefits | $ 60.1 | $ 74.9 | $ 74.7 | $ 47.7 |
Gross unrecognized tax benefits, if recognized, would affect effective tax rate | 42.9 | 57.8 | $ 62.2 | |
Decrease in gross unrecognized tax benefits | 14.8 | |||
Accrued interest and penalties related to unrecognized tax benefits | $ 8.1 | $ 7.5 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Asset retirement obligation liabilities | $ 6.6 | $ 5.6 |
Accretion expense | 0 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 0.5 | 0.5 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 0.2 | $ 0.4 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 17, 2019 | Sep. 06, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 |
Management Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual management fee | $ 7,500,000 | |||||||||
Related party, expense | $ 7,500,000 | $ 7,500,000 | $ 7,500,000 | |||||||
Consulting fees | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, expense | 9,800,000 | 9,800,000 | ||||||||
Due to related parties | 0 | 0 | ||||||||
Bain | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 0 | $ 0 | ||||||||
Bain | Management Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual management fee | $ 7,500,000 | |||||||||
Related party, expense | $ 1,800,000 | $ 5,600,000 | $ 19,400,000 | |||||||
Bain | Consulting fees | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, expense | $ 0 | $ 2,900,000 | $ 3,300,000 | $ 2,500,000 | ||||||
Virox | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Intellectual Property Purchased | $ 37,400,000 | |||||||||
Gain on sale of investments | 13,000,000 | |||||||||
Virox | Distribution agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Revenue recognized from related party | 85,100,000 | |||||||||
Virox | Supply agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Inventory purchased from related party | 42,400,000 | |||||||||
Virox | Royalty agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Royalty expense | 3,300,000 | |||||||||
Virox | Cash purchase agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Intellectual Property Purchased | 34,200,000 | |||||||||
Proceeds from sale of investments | $ 27,100,000 | |||||||||
Virox | Non-exclusive license agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Intellectual Property Purchased | $ 3,200,000 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 16,000,000 | $ 600,000 | $ 99,300,000 | $ 1,200,000 | $ 67,500,000 | $ 3,000,000 | |
Compensation expense recorded through equity | 13,900,000 | 67,100,000 | 1,400,000 | ||||
Management Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of awards vest ratably | 50.00% | ||||||
Vesting accelerated (as a percent) | 100.00% | ||||||
Requisite service period | 5 years | ||||||
Compensation expense | 12,100,000 | 500,000 | 60,800,000 | 1,100,000 | $ 67,500,000 | 3,000,000 | |
Compensation expense recorded through equity | $ 1,200,000 | ||||||
Unrecognized compensation expense | $ 85,900,000 | ||||||
Unrecognized compensation expense expected to be recognized over a weighted-average period | 2 years 3 months 18 days | ||||||
Long Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense | $ 1,200,000 | $ 0 | $ 29,700,000 | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Ince
SHARE-BASED COMPENSATION - Incentive Shares activity (Details) - Management Equity Incentive Plan - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Shares granted | 2,946,707 | 2,220,039 | 7,187,341 |
Shares forfeited | (195,659) | (1,806,372) | (1,685,689) |
Total shares outstanding | 8,666,367 | 5,915,319 | 5,501,652 |
Shares available to be issued at the end | 698,654 | ||
Total shares authorized at the end | 9,365,021 | ||
Vested shares at the end | 1,682,307 |
RESTRUCTURING ACTIVITIES - Expe
RESTRUCTURING ACTIVITIES - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RESTRUCTURING ACTIVITIES | |||||||
Restructuring charges | $ 19.8 | $ 2 | $ 22.4 | $ 5.3 | $ 25.6 | $ 19.8 | $ 24.9 |
Other associated restructuring charges | 1.1 | 0.3 | 5.5 | 1.8 | 4.7 | 6.5 | 6.4 |
Total | $ 20.9 | $ 2.3 | $ 27.9 | $ 7.1 | $ 30.3 | $ 26.3 | $ 31.3 |
RESTRUCTURING ACTIVITIES - Accr
RESTRUCTURING ACTIVITIES - Accrual (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring accrual at beginning of period | $ 26.3 | $ 13.4 | $ 9.5 |
Accrual and accrual adjustments | (22.4) | 25.6 | 19.8 |
Cash payments during period | (15.7) | (12.5) | (16.1) |
Foreign currency translation | (0.2) | (0.2) | 0.2 |
Restructuring accrual at end of period | $ 32.4 | $ 26.3 | $ 13.4 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring charges by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Total | $ 20.9 | $ 2.3 | $ 27.9 | $ 7.1 | $ 30.3 | $ 26.3 | $ 31.3 |
Operating segments | Institutional | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total | 25.6 | 6.9 | 7.7 | ||||
Operating segments | Food & Beverage | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total | 0.8 | 0.8 | 4.1 | ||||
Corporate, Non-Segment [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Total | $ 3.9 | $ 18.6 | $ 19.5 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | $ 624.2 | $ (400.5) | $ (508.6) | $ (321.2) | $ (321.2) | $ (356.9) | $ (44.3) |
Other comprehensive (loss) income before reclassifications | 39.1 | (122.7) | |||||
Amounts reclassified from AOCI to net income | (6.8) | 0 | |||||
Net change | (27.1) | (28.8) | 32.3 | (122.7) | (148.2) | 30.3 | (90) |
Balance | 568.9 | (411.3) | 568.9 | (411.3) | (508.6) | (321.2) | (356.9) |
Accumulated Other Comprehensive Loss | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (153.3) | (158.4) | (212.7) | (64.5) | (64.5) | (94.8) | (4.6) |
Other comprehensive (loss) income before reclassifications | (142.6) | 29.8 | |||||
Amounts reclassified from AOCI to net income | (5.6) | 0.5 | |||||
Net change | (148.2) | 30.3 | |||||
Balance | (180.4) | (187.2) | (180.4) | (187.2) | (212.7) | (64.5) | (94.8) |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (42.6) | (13.6) | (13.6) | (10.9) | |||
Other comprehensive (loss) income before reclassifications | 0 | (1.2) | (28.2) | (2.7) | |||
Amounts reclassified from AOCI to net income | 0 | 0 | (0.8) | ||||
Net change | 0 | (1.2) | (29) | (2.7) | |||
Balance | (42.6) | (14.8) | (42.6) | (14.8) | (42.6) | (13.6) | (10.9) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (154.1) | (54.7) | (54.7) | (84.5) | |||
Other comprehensive (loss) income before reclassifications | 31.3 | (99.7) | (99.4) | 29.8 | |||
Amounts reclassified from AOCI to net income | 0 | 0 | |||||
Net change | 31.3 | (99.7) | (99.4) | 29.8 | |||
Balance | (122.8) | (154.4) | (122.8) | (154.4) | (154.1) | (54.7) | (84.5) |
Cash flow hedging activities, net of tax | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (16) | 3.8 | 3.8 | 0.6 | |||
Other comprehensive (loss) income before reclassifications | 7.8 | (21.8) | (15) | 2.7 | |||
Amounts reclassified from AOCI to net income | (6.8) | 0 | (4.8) | 0.5 | |||
Net change | 1 | (21.8) | (19.8) | 3.2 | |||
Balance | $ (15) | $ (18) | $ (15) | $ (18) | $ (16) | $ 3.8 | $ 0.6 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details Benefit plan) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | $ (22.9) | $ 20.1 | $ (132.1) | $ 57.2 | $ (29.3) | $ (76.3) | $ (224.7) |
Income tax (benefit) provision | 19.2 | 7.1 | 7 | 23.9 | 9.2 | 32.7 | 14.4 |
Net of tax | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | (38.5) | (109) | $ (239.1) |
Foreign Exchange Forward [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | 0.5 | 0.2 | |||||
Interest rate and currency swaps | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | (5.3) | 0.5 | |||||
Amounts reclassified from accumulated other comprehensive income | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Net of tax | (4.4) | 0.5 | |||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | (0.8) | ||||||
Income tax (benefit) provision | 0.2 | ||||||
Net of tax | (0.6) | ||||||
Prior service costs | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | (1.4) | ||||||
Actuarial gain (losses) | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | 0.6 | ||||||
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||||
Total pre-tax amount | (4.8) | 0.7 | |||||
Income tax (benefit) provision | 1 | (0.2) | |||||
Net of tax | $ (3.8) | $ 0.5 |
SEGMENTS - Net sales and Adjust
SEGMENTS - Net sales and Adjusted EBITDA (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
SEGMENTS | ||||||||
Number of reportable segments | segment | 2 | 2 | ||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 | |
Adjusted EBITDA for reportable segments | 118.6 | 115.6 | $ 337.1 | 334.8 | 455.1 | 398.3 | 379.4 | |
Institutional | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 487.2 | 522.4 | 1,431.5 | 1,490.6 | 1,995.3 | 1,979.1 | 2,023.9 | |
Adjusted EBITDA for reportable segments | 84.3 | 89.2 | 253.2 | 233.5 | 340.7 | 296.4 | 279.8 | |
Food & Beverage | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 177.7 | 158.7 | 515 | $ 471.2 | 633.9 | 644.8 | 664.2 | |
Adjusted EBITDA for reportable segments | $ 34.3 | $ 26.4 | $ 83.9 | $ 101.3 | $ 114.4 | $ 101.9 | $ 99.6 |
SEGMENTS - Reconciliation of Ad
SEGMENTS - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA for reportable segments | $ 118.6 | $ 115.6 | $ 337.1 | $ 334.8 | $ 455.1 | $ 398.3 | $ 379.4 | |
Interest expense | (25.8) | (32.4) | (97.4) | $ (94.8) | ||||
Interest expense | (127.7) | (141) | (135.2) | |||||
Interest income | 0.8 | 1.2 | 2.9 | 4.6 | 5.9 | 7.5 | 5.8 | |
Amortization expense of intangible assets acquired | (24.2) | (24.8) | (72.6) | (74) | (98.2) | (93.7) | (91.2) | |
Depreciation expense included in cost of sales | (20.4) | (21.4) | (62) | (64.4) | (89.5) | (84.4) | (73.4) | |
Depreciation expense included in selling, general and administrative expenses | (2.9) | (2.3) | (6.9) | (6.2) | (7.9) | (7.4) | (7.6) | |
Impairment of goodwill | (68.5) | |||||||
Transition and transformation costs and non-recurring costs | (7.5) | (11.2) | (33.1) | (20) | (42.5) | (52.8) | (120.6) | |
Restructuring costs | (19.8) | (2) | (22.4) | (5.3) | (25.6) | (19.8) | (24.9) | |
Foreign currency (gain) loss related to Argentina subsidiaries | (2.9) | (0.3) | (2.7) | 0.3 | 1.6 | 11.4 | 2.4 | |
Adjustment to tax indemnification asset | (2.8) | (7.1) | (31) | |||||
Merger and acquisition-related costs | 0 | (0.9) | 0 | (0.9) | (1) | (0.3) | (7.3) | |
Acquisition accounting adjustments | (1.9) | (5.3) | ||||||
Bain Capital management fee | 0 | (1.8) | (19.4) | (5.6) | (7.5) | (7.5) | (7.5) | |
Non-cash pension and other post-employment benefit plan | 4.3 | 3.5 | 12 | 9.7 | 12.9 | 8.8 | 10.5 | |
Foreign currency loss (gain) | 2.4 | 8.8 | (5.2) | 17.6 | 25.1 | (10.8) | (1.8) | |
Factoring and securitization fees | (1.4) | (1.3) | (3.6) | (3.2) | (4.3) | (3.4) | (0.6) | |
Share-based incentive compensation | (16) | (0.6) | (99.3) | (1.2) | (67.5) | (3) | ||
Gain on sale of investment in Virox | 13 | |||||||
Other items | (1.7) | (1.7) | (2.8) | (2.3) | 1.7 | (0.9) | (2.4) | |
Income (loss) before income tax provision (benefit) | (22.9) | 20.1 | (132.1) | 57.2 | (29.3) | (76.3) | (224.7) | |
Previously Reported [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Foreign currency loss (gain) | 16.3 | |||||||
Corporate, Non-Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Corporate costs | 12 | 8.8 | 34.2 | 32.2 | $ (53.9) | $ (58.5) | $ (57.8) | |
Restructuring costs | $ 0 | $ (1.5) | $ (0.4) | $ (1.8) |
SEGMENTS - Assets allocated and
SEGMENTS - Assets allocated and trade receivables (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets allocated by reportable segment | $ 4,095.7 | $ 4,286.1 | $ 4,213.5 |
Institutional | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets allocated by reportable segment | 492.2 | 481.4 | |
Food & Beverage | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets allocated by reportable segment | 132.2 | 153.9 | |
Corporate | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets allocated by reportable segment | $ 3,661.7 | $ 3,578.2 |
SEGMENTS - Net sales by geograp
SEGMENTS - Net sales by geographic region (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
Asia Pacific | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 82.9 | 84.6 | 245.5 | 249.5 | 326.2 | 394.5 | 407.2 |
Europe | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 313.8 | 280.3 | 841.8 | 840.2 | 1,132.9 | 1,189.4 | 1,225.3 |
Latin America | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 45.5 | 37.2 | 133.6 | 124.7 | 168.7 | 203.3 | 226.1 |
Middle East & Africa | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.4 |
North America | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 159.7 | 226.5 | 554.7 | 582.5 | 784.2 | 581.1 | 576.1 |
UNITED STATES | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | $ 120.5 | $ 175.4 | $ 390.4 | $ 463.7 | $ 610.9 | $ 474.2 | $ 463.5 |
SEGMENTS - Long-lived assets by
SEGMENTS - Long-lived assets by geographic region (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | $ 256 | $ 266.9 |
North America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | 76.5 | 70.1 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | 56.6 | 55 |
Latin America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | 14.4 | 16.3 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | 136.8 | 146.2 |
Middle East And Africa [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | 11.6 | 13.6 |
Asia Pacific [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets and right of use assets by geographic region | $ 16.7 | $ 20.7 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
EARNINGS (LOSS) PER SHARE | |||||||
Net loss attributable to common shareholders | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Weighted average shares outstanding (in shares) | 243.2 | 141.7 | 141.3 | ||||
Basic and diluted loss per share (USD per share) | $ (0.16) | $ (0.77) | $ (1.69) | ||||
Adjustment for shares exchanged (in shares) | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts and Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for trade receivables | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | $ 21.5 | $ 20.3 | $ 17 |
Charged to cost and expenses | 9.7 | 4.1 | 7.4 |
Deductions | (4.3) | (2.9) | (3.3) |
Foreign currency translation and other | 1.8 | (0.1) | (0.7) |
Ending balance | 28.7 | 21.5 | 20.3 |
Allowance for lease receivables | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Charged to cost and expenses | 1.4 | ||
Foreign currency translation and other | 5 | ||
Ending balance | 6.4 | ||
Inventory obsolescence reserve | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 15.3 | 16.1 | 13.2 |
Charged to cost and expenses | 13.4 | 4.1 | 5.6 |
Deductions | (3.9) | (4.8) | (2.2) |
Foreign currency translation and other | (0.4) | (0.5) | |
Ending balance | 24.4 | 15.3 | 16.1 |
Valuation allowance on deferred tax assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning balance | 102.1 | 142.4 | 102.3 |
Charged to cost and expenses | (22.6) | (40.2) | 41.3 |
Foreign currency translation and other | (0.1) | (1.2) | |
Ending balance | $ 79.5 | $ 102.1 | $ 142.4 |
Schedule II - Valuation and Q_3
Schedule II - Valuation and Qualifying Accounts and Reserves - Additional information (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | $ 403.9 | $ 342 | $ 426.3 | |
Lease receivables | $ 19.6 | 30.2 | $ 40.5 | |
Adoption of ASC 326 | ||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | $ 2.1 | |||
Allowance for trade receivables | ||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | 2.1 | |||
Allowance for lease receivables | ||||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Lease receivables | $ 5.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 68.8 | $ 192.9 | $ 128.3 |
Trade receivables, net of allowance for doubtful accounts of $25.4 and $28.7 | 403.9 | 342 | 426.3 |
Other receivables | 51.8 | 71 | 88.3 |
Inventories | 327.5 | 282.4 | 209 |
Prepaid expenses and other current assets | 63.6 | 62 | 71.4 |
Total current assets | 915.6 | 950.3 | 923.3 |
Property and equipment, net | 187.9 | 188.3 | 172.2 |
Goodwill | 459.5 | 467 | 416.9 |
Intangible assets, net | 2,193.8 | 2,311.4 | 2,262.9 |
Other non-current assets | 338.9 | 369.1 | 438.2 |
Total assets | 4,095.7 | 4,286.1 | 4,213.5 |
Current liabilities: | |||
Short-term borrowings | 16.5 | 0.4 | 0.6 |
Current portion of long-term debt | 11.4 | 13.2 | 11.2 |
Accounts payable | 396.8 | 404.6 | 419.6 |
Accrued restructuring costs | 15.9 | 26.3 | 13.4 |
Other current liabilities | 392.1 | 512.4 | |
Total current liabilities | 832.7 | 956.9 | 893.6 |
Long-term debt, less current portion | 1,966.4 | 2,686.7 | 2,510.7 |
Preferred equity certificates | 0 | 641.7 | 588.4 |
Deferred taxes | 164.1 | 181.1 | 221 |
Other non-current liabilities | 563.6 | 328.3 | 321 |
Total liabilities | 3,526.8 | 4,794.7 | 4,534.7 |
Commitments and contingencies | |||
Stockholders' equity: | |||
Preferred shares, $0.0001 par value per share, 200,000,000 and 0 shares authorized, 0 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 0 | |
Additional paid-in capital | 1,433.7 | 247.2 | 242.2 |
Accumulated deficit | (684.4) | (545.3) | (501.1) |
Accumulated other comprehensive loss | (180.4) | (212.7) | (64.5) |
Total stockholders' equity | 568.9 | (508.6) | (321.2) |
Total liabilities and stockholders' equity | 4,095.7 | 4,286.1 | 4,213.5 |
Common Stock | |||
Stockholders' equity: | |||
Common stock | 0 | 2.2 | $ 2.2 |
Ordinary Shares | |||
Stockholders' equity: | |||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 25.4 | $ 28.7 | $ 21.5 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 200,000,000 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 0 | 243,163,947 | 243,163,947 |
Common Stock, Shares, Outstanding | 0 | 243,163,947 | 243,163,947 |
Ordinary Shares | |||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 1,000,000,000 | 0 | |
Common Stock, Shares, Outstanding | 302,431,140 | 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Operations | |||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
Cost of sales | 403.9 | 410.9 | 1,173.5 | 1,150 | 1,559.4 | 1,522.1 | 1,570.6 |
Gross profit | 261 | 270.2 | 773 | 811.8 | 1,069.8 | 1,101.8 | 1,117.5 |
Selling, general and administrative expenses | 193.2 | 189 | 642.5 | 582.9 | 768.2 | 855.6 | 883.8 |
Transition and transformation costs | 7.5 | 11.2 | 33.1 | 20 | 42.5 | 52.8 | 120.6 |
Management fee | 0 | 1.8 | 19.4 | 5.6 | 7.5 | 7.5 | 7.5 |
Amortization of intangible assets | 24.2 | 24.8 | 72.6 | 74 | 98.2 | 93.7 | 91.2 |
Restructuring costs | 19.8 | 2 | 22.4 | 5.3 | 25.6 | 19.8 | 24.9 |
Merger and acquisition-related costs | 0 | 0.9 | 0 | 0.9 | 1 | 0.3 | 7.3 |
Operating income (loss) | 16.3 | 40.5 | (17) | 123.1 | 59.3 | 69.1 | (86.3) |
Interest expense | 25.8 | 32.4 | 97.4 | 94.8 | |||
Foreign currency (gain) loss related to Argentina subsidiaries | (2.9) | (0.3) | (2.7) | 0.3 | 1.6 | 11.4 | 2.4 |
Loss on extinguishment of debt | 15.6 | 0 | 15.6 | 0 | |||
Other (income) expense, net | 0.7 | (11.7) | 4.8 | (29.2) | (40.7) | 6 | 0.8 |
Income (loss) before income tax provision (benefit) | (22.9) | 20.1 | (132.1) | 57.2 | (29.3) | (76.3) | (224.7) |
Income tax provision (benefit) | 19.2 | 7.1 | 7 | 23.9 | 9.2 | 32.7 | 14.4 |
Net income (loss) | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Basic income (loss) per share (usd per share) | $ (0.14) | $ 0.05 | $ (0.49) | $ 0.14 | |||
Diluted income (loss) per share (usd per share) | $ (0.14) | $ 0.05 | $ (0.49) | $ 0.14 | |||
Basic weighted average shares outstanding | 301.6 | 243.2 | 283.4 | 243.2 | |||
Diluted weighted average shares outstanding | 301.6 | 243.2 | 283.4 | 243.2 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||||
Net income (loss) | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Other comprehensive income (loss): | |||||||
Pension plans and post-employment benefits | 0 | (0.8) | 0 | (1.2) | (29) | (2.7) | (11.1) |
Cash flow hedging activities, net of taxes of $0.0 and $0.5 for the three months ended June 30, 2021 and 2020, respectively, and $(1.0) and $7.0 for the six months ended June 30, 2021 and 2020, respectively | (4.1) | 1.5 | 1 | (21.8) | (19.8) | 3.2 | 0.9 |
Foreign currency translation adjustments | (23) | (29.5) | 31.3 | (99.7) | (99.4) | 29.8 | (80) |
Other comprehensive income (loss) | (27.1) | (28.8) | 32.3 | (122.7) | (148.2) | 30.3 | (90) |
Comprehensive income (loss) | $ (69.2) | $ (15.8) | $ (106.8) | $ (89.4) | $ (186.7) | $ (78.7) | $ (329.1) |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Comprehensive (Loss) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Consolidated Statements of Comprehensive Income (Loss) | |||||||
Cash flow hedging activities, taxes | $ (0.1) | $ (0.8) | $ 6.2 | $ (1) | $ 6.3 | $ (2) | $ 0.3 |
Condensed Consolidated Statem_8
Condensed Consolidated Statements of Stockholders Equity - USD ($) $ in Millions | Common StockCommon StockAdoption of ASC 326 | Common StockCommon Stock | Common StockOrdinary SharesAdoption of ASC 326 | Common StockOrdinary Shares | Common Stock | Additional Paid-in CapitalAdoption of ASC 326 | Additional Paid-in Capital | Accumulated DeficitAdoption of ASC 326 | Accumulated Deficit | Accumulated Other Comprehensive LossAdoption of ASC 326 | Accumulated Other Comprehensive Loss | Adoption of ASC 326 | Total |
Balance at Dec. 31, 2017 | $ 1.1 | $ 112.2 | $ (153) | $ (4.6) | $ (44.3) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Exchange of preferred equity certificates for ordinary shares | 16.7 | 16.7 | |||||||||||
Pension and post-employment benefits | (11.1) | ||||||||||||
Cash flow hedging activities, net of tax | 0.9 | 0.9 | |||||||||||
Foreign currency translation adjustments | (80) | (80) | |||||||||||
Net income (loss) | (239.1) | (239.1) | |||||||||||
Balance at Dec. 31, 2018 | 1.1 | 128.9 | (392.1) | (94.8) | (356.9) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 1.4 | 1.4 | |||||||||||
Pension and post-employment benefits | (2.7) | ||||||||||||
Cash flow hedging activities, net of tax | 3.2 | 3.2 | |||||||||||
Foreign currency translation adjustments | 29.8 | 29.8 | |||||||||||
Net income (loss) | (109) | (109) | |||||||||||
Balance at Dec. 31, 2019 | $ 2.2 | $ 0 | 2.2 | 242.2 | (501.1) | (64.5) | (321.2) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity contributions | 0 | 0 | 5 | 0 | 0 | 5 | |||||||
Pension and post-employment benefits | 0 | 0 | 0 | 0 | (1.2) | (1.2) | |||||||
Cash flow hedging activities, net of tax | $ 0 | $ 0 | $ 0 | $ 0 | $ (21.8) | $ 0 | (21.8) | ||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | (99.7) | (99.7) | |||||||
Net income (loss) | 0 | 0 | 0 | 33.3 | 0 | 33.3 | |||||||
Balance at Sep. 30, 2020 | 0 | 2.2 | 0 | 0 | 0 | 247.2 | (5.7) | (473.5) | 0 | (187.2) | (5.7) | (411.3) | |
Balance at Dec. 31, 2019 | 2.2 | 0 | 2.2 | 242.2 | (501.1) | (64.5) | (321.2) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Exchange of preferred equity certificates for ordinary shares | 5 | 5 | |||||||||||
Pension and post-employment benefits | (29) | ||||||||||||
Cash flow hedging activities, net of tax | (19.8) | (19.8) | |||||||||||
Foreign currency translation adjustments | (99.4) | $ (99.4) | |||||||||||
Adoption of new accounting standard Topic ASC 326 | us-gaap:AccountingStandardsUpdate201613Member | ||||||||||||
Net income (loss) | (38.5) | $ (38.5) | |||||||||||
Balance at Dec. 31, 2020 | 2.2 | 0 | 2.2 | 247.2 | (5.7) | (545.3) | (212.7) | (5.7) | (508.6) | ||||
Balance at Jun. 30, 2020 | 2.2 | 0 | 242.2 | (486.5) | (158.4) | (400.5) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Equity contributions | 0 | 0 | 5 | 0 | 0 | 5 | |||||||
Pension and post-employment benefits | 0 | 0 | 0 | 0 | (0.8) | (0.8) | |||||||
Cash flow hedging activities, net of tax | 0 | 0 | 0 | 0 | 1.5 | 1.5 | |||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | (29.5) | (29.5) | |||||||
Net income (loss) | 0 | 0 | 0 | 13 | 0 | 13 | |||||||
Balance at Sep. 30, 2020 | $ 0 | 2.2 | $ 0 | 0 | $ 0 | 247.2 | (5.7) | (473.5) | $ 0 | (187.2) | (5.7) | (411.3) | |
Balance at Dec. 31, 2020 | 2.2 | 0 | $ 2.2 | 247.2 | $ (5.7) | (545.3) | (212.7) | $ (5.7) | (508.6) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Effect of reorganization transactions | (2.2) | 0 | (39.6) | 0 | 0 | (41.8) | |||||||
Issuance of ordinary shares sold in IPO, net of offering costs | 0 | 0 | 725.7 | 0 | 0 | 725.7 | |||||||
Exchange of preferred equity certificates for ordinary shares | 0 | 0 | 620.9 | 0 | 0 | 620.9 | |||||||
Conversion of share-based awards | 0 | 0 | 68.1 | 0 | 0 | 68.1 | |||||||
Share-based compensation | 0 | 0 | 67.1 | 0 | 0 | 67.1 | |||||||
Tax receivable agreement | 0 | 0 | (255.7) | 0 | 0 | (255.7) | |||||||
Pension and post-employment benefits | 0 | ||||||||||||
Cash flow hedging activities, net of tax | 0 | 0 | 0 | 0 | 1 | 1 | |||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | 31.3 | 31.3 | |||||||
Adoption of new accounting standard Topic ASC 326 | us-gaap:AccountingStandardsUpdate201613Member | ||||||||||||
Net income (loss) | 0 | 0 | 0 | (139.1) | 0 | (139.1) | |||||||
Balance at Sep. 30, 2021 | 0 | 0 | 1,433.7 | (684.4) | (180.4) | 568.9 | |||||||
Balance at Jun. 30, 2021 | 0 | 0 | 1,419.8 | (642.3) | (153.3) | 624.2 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 0 | 0 | 13.9 | 0 | 0 | 13.9 | |||||||
Pension and post-employment benefits | 0 | ||||||||||||
Cash flow hedging activities, net of tax | 0 | 0 | 0 | 0 | (4.1) | (4.1) | |||||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 | (23) | (23) | |||||||
Net income (loss) | 0 | 0 | 0 | (42.1) | 0 | (42.1) | |||||||
Balance at Sep. 30, 2021 | $ 0 | $ 0 | $ 1,433.7 | $ (684.4) | $ (180.4) | $ 568.9 |
Condensed Consolidated Statem_9
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Operating activities: | |||
Net income (loss) | $ (139.1) | $ 33.3 | |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 141.6 | 144.8 | |
Amortization of deferred financing costs and original issue discount | 21.6 | 8.2 | |
Loss on extinguishment of debt | 15.6 | 0 | |
Gain on cash flow hedges | 2.3 | (2.2) | |
Deferred taxes | 15.6 | (0.3) | |
Foreign currency loss (gain) | 5.2 | (17.6) | |
Share-based compensation | (67.1) | (1.1) | |
Impact of highly inflationary economy - Argentina | (2.7) | 0.3 | |
Provision for (recovery of) bad debts | (1.9) | 15 | |
Provision for slow moving inventory | (4.1) | (5.6) | |
Non-cash pension benefit | (12) | (9.7) | |
Non-cash restructuring and exit costs | (16.9) | 0 | |
Changes in operating assets and liabilities: | |||
Trade receivables, net | (96.8) | (13.7) | |
Inventories, net | (52.8) | (82.9) | |
Accounts payable | (1.9) | 39.8 | |
Income taxes, net | (5.8) | (7.3) | |
Other assets and liabilities, net | (60.5) | 14.6 | |
Cash provided by (used in) operating activities | 110.9 | (50) | |
Investing activities: | |||
Acquisition of intellectual property | (3) | 0 | |
Business acquired in purchase transactions | (9.4) | (31.8) | |
Dosing and dispensing equipment | (47.8) | (32.5) | |
Capital expenditures | (22.2) | (24.4) | |
Collection of deferred factored receivables | 40.1 | 54.5 | |
Cash provided by (used in) investing activities | (42.3) | (34.2) | |
Financing activities: | |||
Contingent consideration payments | (0.3) | (0.2) | |
Proceeds from short-term borrowings | 16.7 | (0.7) | |
Proceeds from revolving credit facility | 109 | 90 | |
Payments on revolving credit facility | (109) | (210) | |
Proceeds from long-term borrowings | 2,000 | 167.4 | |
Payments on long-term borrowings | (2,667.8) | (16.7) | |
Payment of deferred financing costs and original issue discount | (35.1) | 0 | |
Payment of bond redemption premium | (7.6) | 0 | |
Equity contributions | [1] | 0 | 5 |
Cash provided by (used in) financing activities | 31.6 | 34.8 | |
Exchange rate changes on cash, cash equivalents and restricted cash | (4) | (2.3) | |
Increase (decrease) in cash, cash equivalents and restricted cash | (125.6) | 48.3 | |
Cash, cash equivalents and restricted cash at beginning of period(a) | 201.7 | 142.3 | |
Cash, cash equivalents and restricted cash at end of period(b) | 76.1 | 190.6 | |
Supplemental Cash Flow Information: | |||
Interest payments | 99.3 | 94.6 | |
Income tax payments | 27 | 28.2 | |
Conversion of preferred equity certificates to equity | 620.9 | 0 | |
Beneficial interest obtained in exchange for factored receivables | $ 25.6 | $ 50.9 | |
[1] | Restricted cash was $7.3 million and $14.6 million as of September 30, 2021 and September 30, 2020, respectively. |
Condensed Consolidated State_10
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Condensed Consolidated Statements of Cash Flows | |||||
Restricted cash collateral | $ 7.3 | $ 8.9 | $ 14.6 | $ 14 | $ 17.1 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS | ||
THE COMPANY AND BASIS OF PRESENTATION | NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION Description of Business Diversey Holdings, Ltd. (hereafter the “Company”, “we”, “us”, and “our”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, was formed on November 3, 2020 for the purpose of completing a public offering and related transactions and in order to carry on the business of Constellation (BC) 2 S.à r.l (“Constellation”) and its indirect wholly-owned operating subsidiaries. The Company serves as a holding company in our corporate structure, and does not engage in any business or other activities other than those incident to its formation. On March 29, 2021, the Company completed an initial public offering of 46,153,846 ordinary shares at a public offering price of $15.00 per ordinary share (the “IPO”), receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, the Company issued and sold an additional 5,000,000 ordinary shares pursuant to the underwriters’ partial exercise of their option to purchase additional shares, receiving an incremental $71.4 million in net proceeds, after deducting the underwriting discount and offering expenses. Our ordinary shares trade on The Nasdaq Global Select Market under the ticker symbol “DSEY”. Prior to the formation of Diversey Holdings, Ltd., the organizational structure consisted of Constellation, which was incorporated on June 30, 2017, and is organized under the laws of Luxembourg as a Société à Responsabilité Limitée for an unlimited period under the direction of Bain Capital, LP (“Bain Capital”). Diamond (BC) B.V., an indirect wholly-owned subsidiary of Constellation, was formed on March 15, 2017 for the purpose of consummating the acquisition of the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (“Sealed Air”) (together, the “Diversey Business”), including certain assets and all the capital stock of certain entities engaged in the Diversey Business (the “Diversey Acquisition”), which acquisition closed on September 6, 2017. Prior to closing of the IPO, we effected a series of transactions (the “Reorganization Transactions”) pursuant to which: (i) Constellation (BC) PoolCo SCA (“Poolco”), an entity incorporated for the purpose of pooling the interests of our employees, directors and officers in Constellation (BC) S.à r.l (“Topco”), a direct subsidiary of Constellation, repurchased shares from certain equity holders in exchange for a note receivable; (ii) all other equity holders of Poolco contributed their shares of Poolco to Constellation in exchange for new shares of Constellation; and (iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any tax consequences resulting to the equity holders from the repurchase, and the aggregate fair market value of such withheld ordinary shares will be paid by the Company or a subsidiary thereof to satisfy such tax consequence), and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration. The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we expect to merge or liquidate certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco, prior to December 31, 2021. The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Nature of Operations We are a leading global provider of high performance hygiene, infection prevention, and cleaning solutions for the Institutional and Food & Beverage markets. In addition, we offer a wide range of value added services, including food safety and application training and consulting, as well as auditing of hygiene and water management. Our Institutional business provides solutions serving end-users such as healthcare facilities, food service providers, retail and grocery outlets, educational institutions, hospitality establishments, and building service contractors. Our Food & Beverage business provides solutions serving manufacturers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agricultural markets. Although our cleaning products represent only a small portion of our customers’ total cleaning costs, they are typically viewed as being non-discretionary because they can have a meaningful impact on the efficacy of food safety, operational excellence, and sustainability. The COVID-19 pandemic has further reinforced the essential nature of our solutions and increased hygiene, infection prevention, and cleaning standards across all markets. The product range of Diversey ® ® We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,600 employees as of September 30, 2021. 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, 2020 included in the Company’s Prospectus dated March 24, 2021 filed with the SEC in connection with the IPO. | NOTE 1 — GENERAL AND DESCRIPTION OF BUSINESS Description of Business Diversey Holdings, Ltd. (hereafter the “Company”, “we,” “us,” and “our”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, was formed on November 3, 2020 for the purpose of completing a public offering and related transactions and in order to carry on the business of Constellation (BC) 2 S.à r.l (“Constellation”) and its indirect wholly-owned operating subsidiaries. The Company serves as a holding company in our corporate structure, and does not engage in any business or other activities other than those incident to its formation. On March 29, 2021, the Company completed an initial public offering of 46,153,846 ordinary shares at a public offering price of $15.00 per ordinary share (the “IPO”), receiving $654.3 million in net proceeds, after deducting the underwriting discount and offering expenses. On April 9, 2021, the Company issued and sold an additional 5,000,000 ordinary shares pursuant to the underwriters’ partial exercise of their option to purchase additional shares, receiving an incremental Prior to the formation of Diversey Holdings, Ltd., the organizational structure consisted of Constellation, which was incorporated on June 30, 2017, and is organized under the laws of Luxembourg as a Société à Responsabilité Limitée for an unlimited period under the direction of Bain Capital, LP (“Bain Capital”). Diamond (BC) B.V., an indirect wholly-owned subsidiary of Constellation, was formed on March 15, 2017 for the purpose of consummating the acquisition of the Diversey Care division and the food hygiene and cleaning business of Sealed Air Corporation (“Sealed Air”) (together, the “Diversey Business”), including certain assets and all the capital stock of certain entities engaged in the Diversey Business (the “Diversey Acquisition”), which acquisition closed on September 6, 2017. Prior to closing of the IPO, we effected a series of transactions (the “Reorganization Transactions”) pursuant to which: (i) (ii) (iii) the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed a portion of their shares of Constellation to the Company, and the equity holders referred to in the foregoing clause (i) contributed a portion of their note receivable to the Company, in each case, in exchange for ordinary shares of the Company (in which the Company withheld a portion of the ordinary shares otherwise issuable solely to the extent necessary to satisfy (y) any outstanding loans owned by such employee equity holders and (z) any tax consequences resulting to the equity holders from the repurchase, and the aggregate fair market value of such withheld ordinary shares will be paid by the Company or a subsidiary thereof to satisfy such tax consequence), and the equity holders of Constellation, including Bain Capital and the individuals referred to in the foregoing clause (ii), contributed the remaining portion of their shares of Constellation to one of our subsidiaries, and the equity holders referred to in the foregoing clause (i) contributed the remaining portion of their note receivable to one of our subsidiaries, in each case, in exchange for payments to be made under the Tax Receivable Agreement entered into in connection with the IPO and certain other consideration. The Reorganization Transactions resulted in the Company becoming the ultimate parent company of Constellation and its subsidiaries, and Bain Capital and all other equity holders of Constellation and Poolco becoming shareholders of the Company. In order to simplify our corporate structure, we expect to merge or liquidate certain of our wholly-owned subsidiaries, including Constellation, Poolco and Topco prior to December 31, 2021. The Reorganization Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and the Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Nature of Operations We are a leading global provider of high performance hygiene, infection prevention, and cleaning solutions for the Institutional and Food & Beverage markets. In addition, we offer a wide range of value added services, including food safety and application training and consulting, as well as auditing of hygiene and water management. Our Institutional business provides solutions serving end-users such as healthcare facilities, food service providers, retail and grocery outlets, educational institutions, hospitality establishments, and building service contractors. Our Food & Beverage business provides solutions serving manufacturers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agricultural markets. Although our cleaning products represent only a small portion of our customers’ total cleaning costs, they are typically viewed as being non discretionary because they can have a meaningful impact on the efficacy of food safety, operational excellence, and sustainability. The COVID-19 pandemic has further reinforced the essential nature of our solutions and increased hygiene, infection prevention, and cleaning standards across all markets. The product range of Diversey ® ® We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,500 employees as of December 31, 2020. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — 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, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation 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 Condensed Consolidated Financial Statements. Recently Adopted Pronouncements There were no accounting pronouncements which were adopted during the current period that had a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards Facilitation of the Effects of Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope | NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation and accruals for commitments and contingencies. Management reviews these estimates and assumptions periodically and reflects the effects of any revisions in the consolidated financial statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. Business Combinations Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets, and liabilities assumed is recorded as goodwill. Fair value determination is subject to a significant degree of estimates. The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Where appropriate, external advisors are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation principles (e.g., multiple excess earnings and relief from royalty methods) which is considered to be a Level 3 fair value. Refer to Note 13 for further discussions related to this topic. The results of operations for businesses acquired are included in the financial statements from the acquisition date. Foreign Currency Translation Our reporting currency is the U.S. dollar. In most cases, non-U.S. based subsidiaries use their local currency as the functional currency for their respective business operations. Assets and liabilities of these operations are translated into U.S. dollars at the end of period exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Resulting cumulative translation adjustments are recorded in “Currency Translation Adjustments” in the Consolidated Statements of Comprehensive Loss. Gains and losses from transactions denominated in foreign currencies other than the functional currency of the respective entity are included in the Consolidated Statements of Operations in Other (income) expense, net. Impact of Inflation and Currency Fluctuations Argentina Economic and political events in Argentina have continued to expose us to heightened levels of foreign currency exchange risk. Accordingly, Argentina has been designated a highly inflationary economy under U.S. GAAP effective July 1, 2018, and the U.S. dollar replaced the peso as the functional currency for our subsidiaries in Argentina. All peso-denominated monetary assets and liabilities are remeasured into U.S. dollars using the current exchange rate available to us, and any changes in the exchange rate are reflected in foreign currency exchange gain (loss) related to our Argentinian subsidiaries on the Consolidated Statement of Operations. As a result of this designation, we recorded a $1.6 million, $11.4 million and $2.4 million remeasurement loss for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Financial Instruments We may from time to time use financial instruments, such as cross-currency swaps, interest rate swaps, caps and collars, U.S. Treasury lock agreements and foreign currency exchange forward contracts and options relating to borrowing and trade activities. We may also use these financial instruments from time to time to manage exposure to fluctuations in interest rates and foreign currency exchange rates. We do not purchase, hold or sell derivative financial instruments for trading purposes. We face credit risk if the counterparties to these transactions are unable to perform their obligations. Our policy is to have counterparties to these contracts that are rated at least BBB- by Standard & Poor’s and Baa3 by Moody’s. Derivative instruments are reported at fair value and establish criteria for designation and the effectiveness of transactions entered into for hedging purposes. Before entering into any derivative transaction, we identify the specific financial risk, the appropriate hedging instrument to use to reduce this risk, and the correlation between the financial risk and the hedging instrument. We use forecasts and historical data as the basis for determining the anticipated values of the transactions to be hedged. We do not enter into derivative transactions that do not have a high correlation with the underlying financial risk trying to be reduced. We regularly review hedge positions and the correlation between the transaction risks and the hedging instruments. Derivative instruments are accounted for as hedges of the related underlying risks if we designate these derivative instruments as hedges and the derivative instruments are effective as hedges of recognized assets or liabilities, forecasted transactions, unrecognized firm commitments or forecasted intercompany transactions. We record gains and losses on derivatives qualifying as cash flow hedges in other comprehensive income (loss) to the extent that hedges are effective and until the underlying transactions are recognized as gains or losses in the Consolidated Statements of Operations. Generally, our practice is to terminate derivative transactions if the underlying asset or liability matures, is sold or terminated, or if it is determined that the underlying forecasted transactions are no longer probable of occurring. Any deferred gains or losses associated with derivative instruments are recognized in the Consolidated Statements of Operations over the period in which the income or expense on the underlying hedged transaction was recognized. See Note 12 for further discussion. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Codification Topic 606 (ASC 606), Revenue from Contracts with Customers, which provides guidance on how revenue with customers should be recognized. For additional information on our adoption of this accounting standard, see Note 4 for further discussion. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from products and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of products or delivery of the equipment. Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method and aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date, which corresponds with the transfer of control. Revenue for leased equipment for the year ended December 31, 2018 was accounted for under ASC Topic 840 Leases. Revenue for the year ended December 31, 2019 and December 31, 2020 was accounted for under ASC Topic 842 Leases. Our sales policies do not provide for general rights of return. We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. We also record estimated reserves for product returns and credits at the time of sale and anticipated uncollectible accounts. Shipping and Handling Costs Costs incurred for the transfer and delivery of goods to customers are recorded as a component of cost of sales. Advertising Expenses Advertising expenses are expensed as incurred. Advertising expenses were $2.5 million, $3.4 million and $4.3 million for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Costs incurred are recorded as a component of Selling, general and administrative expenses within the Consolidated Statements of Operations. Research and Development Research and development costs are expensed as incurred. Research and development costs were $32.2 million, $41.2 million and $43.0 million for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Share-Based Compensation During 2018, the Company implemented a Management Equity Incentive Plan (“MEIP”) and Cash Long-term Incentive Plan (“LTIP”), whereby grants were made pursuant to each plan to certain employees. We recognize expenses related to the fair value of these equity awards in accordance with ASC 718, Compensation-Stock Compensation. On November 12, 2020, we filed a confidential registration statement in preparation for an offering of equity securities. Prior to November 12, 2020 we elected to value the awards at the grant date and each reporting period using the intrinsic value method as permitted under ASC Topic 718. Beginning on November 12, 2020, we became a public entity and valued the MEIP awards at fair value in accordance with ASC 718. The estimated fair value of our MEIP awards is based upon a probability weighting of an initial public offering exit scenario and a sale exit scenario as further described below: a. The initial public offering scenario assumes a successful completion of an initial public offering in Q1 2021 based upon preliminary enterprise values from our bankers, adjusted for net debt and transaction fees. b. The sale exit scenario utilizes a Black Scholes option pricing model with the following key assumptions: enterprise value, expected volatility, risk-free interest rate, expected dividend yield and expected term. The assumptions used in our initial public offering and sale exit scenarios represent management’s best estimates. If factors change and different assumptions are used, our equity-based compensation expense could be materially different in the future. See Note 19 for further discussion. Restructuring The Company’s restructuring activities are associated with a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. Restructuring charges incurred in connection with these activities consist of employee termination benefits (one-time arrangements and benefits attributable to prior service). Other associated restructuring charges include termination of contractual obligations, non-cash asset charges and other direct incremental costs. Restructuring charges are recorded separately on the Consolidated Statements of Operations. Other associated restructuring charges are recorded within transition and transformation costs on the Consolidated Statements of Operations. Loss per Share Basic and Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Vested share-based payment awards that contain non- forfeitable rights to dividends are treated as participating securities and therefore included in computing earnings per common share using the “two-class method.” The two-class method is an earnings allocation formula that calculates basic and diluted net earnings per common share for each class of common stock separately based on dividends declared and participation rights in undistributed earnings. Vested share- based payment awards issued under our MEIP are considered participating securities since the holders of these securities are entitled to receive distributions as and when paid by the issuer based upon a waterfall as described in the security holders agreement. The application of the two-class method for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 would have resulted in net losses being allocated to the participating securities. As the MEIP security holders do not participate in losses, there was no allocation of net loss in those periods. As such, 9,365,021, 5,915,319 and 5,501,652 shares of MEIP awards were excluded from the computation of weighted average shares outstanding equivalents of the Diluted loss per share for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively because their effect would have been anti- dilutive. See Note 23 for detailed information about the Company’s earnings per share calculations. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income in the period that includes the enactment date. We do not provide for income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested. Where we do not intend to indefinitely reinvest earnings of foreign subsidiaries, we provide for income taxes and foreign withholding taxes, where applicable, on undistributed earnings. We recognize the benefit of an income tax position only if it is “more likely than not” that the tax position will be sustained. The tax benefits recognized are measured based on the largest benefit that has a greater than 50% likelihood of being realized. Additionally, we recognize interest and penalties accrued related to unrecognized tax benefits as a component of provision (benefit) for taxes on income. Cash and Cash Equivalents We consider highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Our policy is to invest cash in excess of short-term operating and debt service requirements in cash equivalents. Cash equivalents are stated at cost, which approximates fair value because of the short-term maturity of the instruments. Our policy is to transact with counterparties that are rated at least A- by Standard & Poor’s and A3 by Moody’s. Some of our operations are located in countries that are rated below A- or A3. In this case, we try to minimize our risk by holding cash and cash equivalents at financial institutions with which we have existing global relationships whenever possible, diversifying counterparty exposures and minimizing the amount held by each counterparty and within the country in total. Restricted Cash and Compensating Balances Restricted cash (which includes compensating balance deposits) is recorded in prepaid expenses and other current assets and other non-current assets on the Consolidated Balance Sheets. Trade Receivables, Net In the normal course of business, we extend credit to customers that satisfy pre-defined credit criteria. Trade receivables, which are included on the Consolidated Balance Sheets, are net of allowances for doubtful accounts. We maintain trade receivable allowances for estimated losses resulting from the likelihood of failure of our customers to make required payments. An additional allowance may be required if the financial condition of our customers deteriorate. We charge-off trade receivables after all standard collection procedures have been applied without success. Inventories Inventories are stated at the lower of cost or net realizable value, as determined by the first-in, first-out method. Costs related to inventories include raw materials, direct labor and manufacturing overhead which are included in cost of sales on the Consolidated Balance Sheets. See Note 6 for further discussion. Property and Equipment, Net Property and equipment acquired in the Diversey Acquisition were recorded at fair value as of the acquisition date and are depreciated over their estimated remaining useful lives using the straight-line method. We state property and equipment at cost, including the fair value of any asset retirement obligations upon initial recognition of the liability, except for the fair value of acquired property and equipment that have been impaired, for which we reduce the carrying amount to the estimated fair value at the impairment date. We capitalize significant improvements and charge repairs and maintenance costs that do not extend the lives of the assets to expense as incurred. We depreciate the cost of property and equipment over their estimated useful lives using the straight-line method over the estimated useful lives of the assets: Asset Type Useful Life Building and building equipment 20 Machinery and equipment 5 Other property and equipment 2 We remove the cost and accumulated depreciation of assets sold or otherwise disposed of from the accounts and recognize any resulting gain or loss upon the disposition of the assets. See Note 7 for further discussion. Free on Loan Equipment We have sales arrangements in which certain equipment, an inventory item, is provided to customers for “free on loan” or at “no charge” on the condition that the customer purchases a minimum amount of related consumables for use with the equipment. Providing equipment to customers in this manner is part of a sales strategy that ensures the long-term and continued use by the end customer of our consumable products (e.g. chemical cleaning solutions). This practice is common in the markets we serve. Under these sales arrangements, we assign all revenue to the delivery of consumables and the equipment is depreciated over the equipment’s useful life or the life of the customer program, whichever is shorter. The equipment is classified as part of other non-current assets on our Consolidated Balance Sheets. See Note 9 for further discussion. Asset Retirement Obligations We record asset retirement obligations at fair value at the time the liability is incurred if a reasonable estimate of fair value can be made. Accretion expense is recognized as an operating expense using the credit- adjusted risk-free interest rate in effect when the liability was recognized. The associated asset retirement obligations are capitalized as part of the carrying amount of the long-lived asset and depreciated over the estimated remaining useful life of the asset. The useful lives of property and equipment are discussed previously in the Property and equipment, net section. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived intangible assets represent a significant portion of our total assets. Our goodwill had a carrying value of $467.0 million and $416.9 million at December 31, 2020 and 2019, respectively. Indefinite-lived intangible assets, which consist of acquired trade names, have a carrying value of $900.4 million and $846.6 million at December 31, 2020 and 2019, respectively. We review goodwill and indefinite-lived intangible assets for possible impairment on a reporting unit level, which are consistent with our operating segments, on an annual basis as of October 1st of each year, or more frequently if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset has declined below its carrying value. Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts. In performing the annual goodwill impairment assessment, we have the option under GAAP to qualitatively assess whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we conclude from the qualitative assessment that there are no indicators of impairment, we do not perform a quantitative test, which would require a valuation of the reporting unit as of October 1. GAAP provides a set of examples of macroeconomic, industry, market and company specific factors for entities to consider in performing the qualitative assessment described above, which factors are not all inclusive; management considers the factors it deems relevant in making its more likely than not assessments. While we also have the option under GAAP to qualitatively assess whether it is more likely than not that the fair values of its indefinite-lived intangible assets are less than their carrying values, we have elected to determine the fair value of each of its indefinite-lived intangible assets annually as of October 1, in part because the level of effort required to perform the quantitative and qualitative assessments is essentially equivalent. If we conclude from our qualitative assessment that there are indicators of impairment and that a quantitative test is required, the annual or interim quantitative goodwill impairment test involves comparing the fair value of each of our reporting units with goodwill to its carrying value, including the goodwill allocated to the reporting unit. If the fair value of the reporting unit exceeds its carrying value, there is no impairment and no further testing is required. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recognized in an amount of the excess, limited to the amount of goodwill allocated to the reporting unit. Our annual assessment of the recovery of goodwill begins with management’s reassessment of its operating segments and reporting units. A reporting unit is an operating segment or one level below an operating segment, which is referred to as a component. This reassessment of reporting units is also made each time we change our operating segments. If the goodwill of a reporting unit is allocated to newly- formed reporting units, the allocation is made to each reporting unit based upon their relative fair values. The 2020 and 2019 annual assessments of goodwill was a quantitative test and did not identify any impairments. The 2018 annual assessment of goodwill was a quantitative test and identified impairment charges of $68.5 million, due primarily to significant currency devaluation, volatility and deterioration in economic conditions in Latin America and the Middle East, as well as currency devaluation and lower-than- expected performance in Europe and North America. The fair value of our reporting units is determined using both an income approach, which is based on discounted cash flows (“DCF”), and a market approach when we test goodwill for impairment, either on an interim basis or annual basis as of October 1 of each year. Significant judgments inherent in using a DCF analysis include the selection of appropriate discount and long-term growth rates and estimating the amount and timing of expected future cash flows. The expected cash flows used in the DCF analyses are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. The discount rates and growth rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate and the long-term growth rate, are assessed based on each reporting unit’s current results and forecasted future performance, as well as macroeconomic and industry specific factors, and reflect our best estimate as of the impairment testing date. Any changes in such assumptions or estimates as a result of changes in our budgets, forecasts or negative macroeconomic trends could significantly affect the value of the Company’s reporting units which could impact whether an impairment of goodwill has occurred. The discount rates used in the quantitative test for determining the fair value of our reporting units was 9.0% in 2020, and ranged from 8.0% to 13.5% in 2019 and from 9.5% to 14.0% in 2018. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit. To determine a peer group of companies for our respective reporting units, we considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective sectors. As of December 31, 2020, the estimate of the excess of fair value over carrying value is greater than 20% of the fair value for both of our reporting units. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment equal to the excess is recorded. The 2020, 2019 and 2018 annual assessments of indefinite-lived intangible assets did not identify any impairments. As of December 31, 2020, the aggregate carrying value of our indefinite-lived intangible assets, for which the most recent estimate of the excess of fair value over carrying value is less than 20% of the fair value, is $900.4 million. We determine the fair value of indefinite-lived intangible assets using a relief from royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license our trade names. The future cash flows are based on our most recent forecast and budget and, for years beyond the budget, our estimates, which are based, in part, on forecasted growth rates. Assumptions used in the relief from royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in our annual indefinite-lived impairment assessment was Long-Lived Assets Impairment and Disposal of Long-Lived Assets We perform an impairment review for definite-lived intangible assets, such as customer relationships, contracts, intellectual property, and for other long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Such events may include, but are not limited to, a significant decrease in the market price of an asset or asset group, change in manner in which an asset is being used, significant change in business climate and significant cash flow or operating losses that demonstrate continuing losses associated with the use of the asset. We calculate the undiscounted value of the projected cash flows expected to result from the use and eventual disposition of the asset or asset group and compare this estimated amount to the carrying value of the asset or asset group. If the carrying amount is found to be greater than the undiscounted value of the projected cash flows of the asset or asset group, we record an impairment loss of the excess of carrying value over the fair value of the asset or asset group. In addition, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate. Definite-lived intangible assets, such as trade names and customer relationships, are amortized over their estimated economic lives. The reasonableness of the useful lives of these assets is regularly evaluated. Once these assets are fully amortized, they are removed from the balance sheet. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Self-Insurance We accrue for outstanding reported claims and claims that have been incurred but not reported based upon management’s estimates of the aggregate liability for retained losses using historical experience, insurance company estimates and the estimated trends in claim values. Our estimates include management’s and independent insurance companies’ assumptions regarding economic conditions, the frequency and severity of claims and claim development patterns and settlement practices. These estimates and assumptions are monitored and evaluated on a periodic basis by management and are adjusted when warranted by changing circumstances. Although management believes it has the ability to adequately project and record estimated claim payments, actual results could differ significantly from the recorded liabilities. Pensions and Other Postemployment Benefits In connection with the Diversey Acquisition, we assumed certain defined benefit plans and other long-term employee benefit obligations and acquired certain related plan assets for current employees of our subsidiaries. In addition to the defined benefit obligations assumed in connection with the Diversey Acquisition, we implemented a replacement retiree health care reimbursement plan for certain U.S. employees. Defined benefit plans specify an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation. The net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of the future benefits that employees have earned in return for their service in the current and prior periods. These benefits are then discounted to determine the present value of the obligations and are then adjusted for the impact of any unamortized prior service costs. As required by ASC 805 Business Combinations, all unamortized prior service costs and actuarial gains (losses) existing at the closing date of the Diversey Acquisition were eliminated in the determination of the fair value of the pension funded status at acquisition. The net obligation is then determined with reference to the fair value of the plan assets, if any. The discount rate used is the yield on bonds that are denominated in the currency in which the benefits will be paid and that have maturity dates approximating the terms of the obligations. The calculations are performed by qualified actuaries using the projected unit credit method. We currently expect our contributions to these plans to be approximately $8.9 million in 2021. Refer to Note 14 for additional information related to these plans. 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 Adopted Pronouncements Credit Losses — Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of C |
REVENUE RECOGNITION_2
REVENUE RECOGNITION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
REVENUE RECOGNITION | ||
REVENUE RECOGNITION | NOTE 3 — REVENUE RECOGNITION The Company recognizes revenue from contracts with customers using the following five-step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied upon transfers of control of a good or service to a customer. We recognize revenue based on the expected amount of consideration to be received for the provided goods or services, taking into account the expected value of variable consideration. Description of Revenue Generating Activities The Company provides high-performance cleaning, 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, the Company offers a wide range of value-added solutions, including food safety and application training and consulting, as well as auditing of hygiene and water management. Many of our products are sold through distributors who then sell the product to end users. Identify Contract with Customer For an agreement to qualify as a contract, the agreement must create substantive enforceable rights and obligations. Indicators of enforceability for our contracts include, but are not limited to, minimum purchase or spend obligations coupled with early termination penalties for the customer. In the event that a contract does not have a minimum purchase obligation nor contain any of the provisions to establish enforceable rights and obligations, part of the contract may still be enforceable when a purchase order is issued and the purchase order relates to a section of the contract. Most of the Company’s contracts do not contain minimum purchase obligations or early termination penalties for the customer. Performance Obligations A performance obligation must include a promise to deliver goods or services whereby the good or service must be distinct in the contract. For the Company, the most common examples of distinct performance obligations are consumables, training, equipment sales, installation, and maintenance. Dosing and dispensing equipment provided to customers (“free on loan”) are typically identified as separate lease components within the scope of ASU 2016-02, Leases Transaction Price and Variable Consideration Our contracts contain fixed and variable components. The Company’s variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the corresponding period of adjustment. Charges for rebates and other allowances were 26.4% and 26.9% of gross sales for the three months ended September 30, 2021 and September 30, 2020, respectively, and 24.9% and 26.5% of gross sales for the nine months ended September 30, 2021 and September 30, 2020, respectively. Allocation of Transaction Price The Company allocates the transaction price to performance obligations in proportion to their standalone selling prices. The Company obtains the transaction price of performance obligations by using the selling prices for performance obligations with observable prices sold on a standalone basis. When observable prices are not readily available, the Company estimates the standalone selling prices by using the expected cost, plus a margin approach. Satisfaction of Performance Obligations The timing of revenue recognition depends on the nature of each performance obligation. In general, the time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of revenue for services, which is satisfied over the life of the contract. The sale of goods is recorded at a point in time when the customer obtains control of the asset. Transfer of control is indicated when the Company has a present right to payment for the goods, the customer has legal title to the asset, the Company has transferred physical possession of the goods to the customer, the customer has the significant risks and rewards of ownership of the goods, and the customer has accepted the goods. Revenue for services, such as maintenance or training, that are performed over the life of a contract are recognized based on the activity the Company expects to undertake to fulfill the performance obligation. Disaggregated Revenue Revenues from contracts with customers summarized by region were as follows: Three Months Nine Months Ended September 30, Ended September 30, (in millions) 2021 2020 2021 2020 Europe $ 313.0 $ 291.6 $ 838.9 $ 837.5 North America 158.0 221.3 549.8 577.3 Asia Pacific 81.2 73.3 239.4 238.2 Middle East and Africa 63.0 52.5 170.9 164.9 Latin America 45.5 37.1 133.6 124.6 Revenue from contracts with customers 660.7 675.8 1,932.6 1,942.5 Other revenue (Leasing: Sales-type and Operating) 4.2 5.3 13.9 19.3 Total revenue $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Contract Balances Timing differences occur when billing precedes or succeeds the satisfaction of the corresponding performance obligation. If the timing differences between billing and services recognized over time is significant, the Company records a liability (unearned revenue) and does not recognize revenue until the performance obligation is satisfied. There were no material timing differences that led to contract liabilities as of September 30, 2021 and December 31, 2020. Assets Recognized For the Costs to Obtain a Contract In certain instances, we incur incremental direct costs of a transaction, such as prebates, equipment provided free on loan, or other related expenses in the contract negotiation phase. Because these costs are likely incurred to transition to a new relationship or 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 the Company’s Condensed Consolidated Balance Sheets. | NOTE 4 — REVENUE RECOGNITION The Company recognizes revenue from contracts with customers under ASC 606 using the following five- step model: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) we satisfy a performance obligation. Performance obligations are satisfied upon transfers of control of a good or service to a customer. We recognize revenue based on the expected amount of consideration to be received for the provided goods or services, taking into account the expected value of variable consideration. Description of Revenue Generating Activities The Company provides high-performance cleaning, sanitation and hygiene products for the food safety and service, food and beverage plant operations, healthcare, floor care, housekeeping and room care, laundry and hand care markets. In addition, the Company offers a wide range of value-added solutions, including food safety and application training and consulting, as well as auditing of hygiene and water management. Many of our products are sold through distributors who then sell the product to end users. Identify Contract with Customer For an agreement to qualify as a contract under ASC 606, the agreement must create substantive enforceable rights and obligations. Indicators of enforceability for our contracts include, but are not limited to, minimum purchase or spend obligations coupled with early termination penalties for the customer. In the event a contract does not have a minimum purchase obligation nor contain any of the provisions to establish enforceable rights and obligations, part of the contract may still be enforceable when a purchase order is issued and the purchase order relates to a section of the agreement. Most of the Company’s contracts do not contain minimum purchase obligations or early termination penalties for the customer. Performance Obligations A performance obligation must include a promise to deliver goods or services whereby the good or service must be distinct in the contract. For Diversey, the most common examples of distinct performance obligations are consumables, training, equipment sales, installation, and maintenance. Dosing and dispensing equipment provided to customers (“free on loan”) are typically identified as separate lease components within the scope of Topic 842. The other goods or services promised in the contract are not identified as performance obligations when they are not separate, distinct, or material. Transaction Price and Variable Consideration Our contracts contain fixed and variable components. Diversey’s variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the period of adjustment. Charges for rebates and other allowances were 25.8%, 26.2% and 25.4% of gross sales for the periods ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. Allocation of Transaction Price Diversey allocates the transaction price to performance obligations in proportion to their standalone selling prices. Diversey obtains the transaction price of performance obligations by using the selling prices for performance obligations with observable prices sold on a standalone basis. When observable prices are not readily available, Diversey estimates the standalone selling prices by using the expected cost plus a margin approach. Satisfaction of Performance Obligations The timing of revenue recognition depends on the nature of each performance obligation. In general, the time between when a performance obligation is satisfied and when billing and payment occur is closely aligned, with the exception of revenue for services, which is satisfied over the life of the contract. The sale of goods is recorded at a point in time when the customer obtains control of the asset. Transfer of control is indicated when Diversey has a present right to payment for the goods, the customer has legal title to the asset, Diversey has transferred physical possession of the goods to the customer, the customer has the significant risks and rewards of ownership of the goods, and the customer has accepted the goods. Revenue for services, such as maintenance or training, that are performed over the life of a contract are recognized based on the activity Diversey expects to undertake to fulfill the performance obligation. Disaggregated Revenue For the year ended December 31, 2020, December 31, 2019 and December 31, 2018, revenues from contracts with customers summarized by region were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Europe $ 1,129.3 $ 1,186.9 $ 1,227.8 North America 777.2 574.8 564.3 Asia Pacific 312.0 371.6 381.4 Middle East and Africa 217.2 255.6 253.3 Latin America 168.5 203.0 225.9 Topic 606 Revenue 2,604.2 2,591.9 2,652.7 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 25.0 32.0 35.4 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Contract Balances Timing differences occur when billing precedes or succeeds the satisfaction of the corresponding performance obligation. If the timing differences between billing and services recognized over time is significant, Diversey records a liability (unearned revenue) and does not recognize revenue until the performance obligation is satisfied. There were no material timing differences that led to contract liabilities as of December 31, 2020 and December 31, 2019. Assets Recognized For the Costs To Obtain A Contract In certain instances, we incur incremental direct costs of a transaction, such as prebates, equipment provided free on loan, or other related expenses in the contract negotiation phase. Because these costs are likely incurred to transition to a new relationship or to entice a customer into a long-term relationship, these costs are considered costs to obtain a contract under ASC 606, and accordingly, are deferred and amortized over the period in which revenue is recognized, provided that unamortized deferred costs are considered recoverable. These amounts are recorded within Other non-current assets on the Company’s Consolidated Balance Sheets. |
ACQUISITIONS_2
ACQUISITIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITIONS | ||
ACQUISITIONS | NOTE 4 — ACQUISITIONS Tasman Chemicals Acquisition On September 20, 2021 the Company acquired certain assets of Tasman Chemicals Pty. Limited ("Tasman"), an Australian manufacturer of professional hygiene and cleaning solutions, and the results of operations for this business are reported within both the Institutional and Food & Beverage business segment. The Company paid total consideration of $8.1 million for the asset acquired. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The preliminary determination of goodwill in the amount of $8.1 million was recognized for the Tasman acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change, but are expected to be finalized by the end of 2021. The acquired Tasman business contributions to revenue and net income were not material for both the three and nine months ended September 30, 2021. In connection with the Tasman acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021. The inclusion of the Tasman acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. As of September 30, 2021, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including, but not limited to, inventory, customer lists and other liabilities. SaneChem Acquisition On December 30, 2020, the Company acquired 100% of the stock of SaneChem sp. z o o, (“SaneChem”), which is a Poland-based supplier of specialized hygiene solutions. This acquisition further expanded the Company’s footprint within Europe and the results of operations for this business are reported within the Food & Beverage business segment. The Company acquired SaneChem for a total consideration of $21.6 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The acquired SaneChem business contributed $3.0 million and $9.4 million of revenue for the three and nine months ended September 30, 2021, respectively. The net income contribution was not material for the three or nine months ended September 30, 2021. The fair value of SaneChem's intangible asset, which represents customer relationships, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $8.6 million was recognized for the SaneChem acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) SaneChem Cash and cash equivalents $ 2.1 Trade receivables 2.0 Inventories 1.4 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.7 Other non-current assets 0.1 Intangible assets 10.1 Accounts payable (0.9) Other current liabilities (0.8) Deferred taxes (1.8) Net assets acquired before goodwill on acquisition 13.0 Goodwill on acquisition 8.6 Net assets acquired $ 21.6 In connection with the SaneChem acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021. The inclusion of the SaneChem acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. Wypetech Acquisition On July 1, 2020, the Company acquired 100% of the stock of Wypetech, LLC (“Wypetech”), which is a contract manufacturer, based out of Milwaukee, Wisconsin, that specializes in the production of disinfecting wipes used in a variety of end markets including healthcare, industrial and general commercial and household applications. This acquisition further expanded the Company’s footprint in the United States and the results of operations for this business are reported within the Institutional business segment. The Company acquired Wypetech for a total consideration of $32.3 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value of the acquisition date. The fair value of Wypetech’s intangible asset, which represents customer relationships, was determined using the Income Approach, which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $22.0 million was recognized for the Wypetech acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Wypetech Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 Additionally, the Company purchased the land and building facilities associated with Wypetech on August 4, 2020 for $2.1 million. This is included in Property and equipment within the Condensed Consolidated Balance Sheets. In connection with the Wypetech acquisition, the Company did not incur any merger and acquisition-related costs for the three or nine months ended September 30, 2021 or the three or nine months ended September 30, 2020. The inclusion of the Wypetech acquisition in our Condensed Consolidated Financial Statements is not deemed material with respect to the requirement to provide pro-forma results of operations. As such, pro-forma information is not presented. | NOTE 5 — ACQUISITIONS SaneChem Acquisition On December 30, 2020, Diversey acquired 100% of the stock of SaneChem, which is a Polish-based supplier of specialized hygiene solutions. This acquisition further expanded the Company’s footprint within Europe and the results of operations for this business are reported within the Food and Beverage business segment. The Company acquired SaneChem for a total consideration of $21.8 million. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value of the acquisition date. Certain valuation estimates and net asset adjustments are not yet finalized and are subject to change but expected to be finalized by the end of 2021. The acquired SaneChem business contributed $3.2 million and $6.4 million of revenue for the three and nine months ended September 30, 2021, respectively. The net income contribution was not material for the three or nine months ended September 30, 2021. The preliminary determination of goodwill in the amount of $17.9 million was recognized for the SaneChem Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the preliminary fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) Cash and cash equivalents $ 2.3 Trade receivables 1.6 Inventories 1.7 Accounts payable (1.0) Other current liabilities (0.6) Other non-current liabilities (0.1) Net assets acquired before goodwill on acquisition 3.9 Goodwill on acquisition 17.9 Net assets acquired $ 21.8 In connection with the SaneChem acquisition, the Company incurred $0.6 million of merger and acquisition-related costs for the year ended December 31, 2020. These costs are included as part of merger and acquisition-related costs in the Consolidated Statements of Operations. The inclusion of SaneChem acquisition in our consolidated financial statements is not deemed material with respect to the requirement to provide pro-forma results of operations in ASC 805. As such, pro-forma information is not presented. As of December 31, 2020, the valuation studies necessary to determine the fair market value of the assets acquired and liabilities assumed are preliminary, including, but not limited to, intangible assets, inventory, and other liabilities. Wypetech Acquisition On July 1, 2020, Diversey acquired 100% of the stock of Wypetech, LLC, which is a contract manufacturer, based out of Milwaukee, Wisconsin, that specializes in the production of disinfecting wipes used in a variety of end markets including healthcare, industrial and general commercial and household applications. This acquisition further expanded the Company’s footprint in the United States and the results of operations for this business are reported within the Institutional business segment. The Company acquired Wypetech for a total consideration of $32.3 million, of which $2.0 million will be deferred for one year. This acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed to be recognized at fair value of the acquisition date. The acquired business contributed $4.9 million of revenue and $1.2 million of net income from July 1, 2020 through December 31, 2020. The fair value of Wypetech’s intangible asset, which represents customer relationships, was determined using the Income Approach which measures the value of an intangible asset based on the present value of its future economic benefits. This approach converts future economic benefits to a single current amount by discounting the future benefits at a rate of return sufficient to satisfy the risks and rewards associated with ownership of similar assets. This measurement reflects current market expectations regarding its future economic benefits. The Income Approach is a non-recurring Level Three fair value assessment. The determination of goodwill in the amount of $22.0 million was recognized for the Wypetech Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is deductible for tax purposes. The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 Additionally, as part of the acquisition agreement, the Company purchased the land and building facilities associated with Wypetech LLC on August 4, 2020 for $2.1 million. This was included in Property and equipment within the Consolidated Balance Sheet. In connection with the Wypetech LLC acquisition, the Company incurred $0.4 million of merger and acquisition-related costs for the year ended December 31, 2020. These costs are included as part of merger and acquisition-related costs in the Consolidated Statements of Operations. The inclusion of Wypetech LLC acquisition in our consolidated financial statements is not deemed material with respect to the requirement to provide pro-forma results of operations in ASC 805. As such, pro- forma information is not presented. Virox IP Acquisition On December 17, 2019, Diversey acquired all Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (EPA, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP is valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). As part of the transaction, Virox also acquired Diversey’s shares held in Virox Holdings, Inc., and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million. The investment in the joint venture was initially recognized at fair value as part of the Diversey Acquisition. The difference of $13.0 million between the investments fair value of $27.1 million and its carrying amount of $14.1 million was recorded in our Consolidated Statement of Operations as part of Other (income) expense, net. As a result of the total transaction, we paid a net cash amount of $6.3 million. Zenith Acquisition On April 16, 2018, we acquired 100% of the voting interests of Zenith Hygiene Group PLC (“Zenith”) for $133.6 million (the “Zenith Acquisition”). Based in Hertfordshire, England, Zenith manufactures and distributes a wide, high-quality range of cleaning and hygiene products serving customers in the healthcare, food service, hospitality, leisure and facilities management, pharmaceutical and food and beverage processing industries. This acquisition further expanded the Company’s footprint in Western Europe and the results of operations for this business are reported within the Institutional business segment. The Zenith Acquisition was accounted for as a business combination in accordance with ASC 805 — Business Combinations The determination of fair values of acquired intangible assets and property and equipment, involves a variety of assumptions, including estimates associated with remaining useful lives. The identifiable intangible assets are comprised of $18.9 million of definite-lived trade names, $48.6 million of customer relationships and $6.9 million of non-compete agreements. The final determination of goodwill in the amount of $47.8 million was recognized for the Zenith Acquisition as the excess of consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets, including an assembled workforce, which cannot be individually identified and separately recognized. The recorded goodwill is not deductible for tax purposes. The following table summarizes the finalized fair values of the net assets acquired as of the April 16, 2018 acquisition date: (in millions) Cash and cash equivalents $ 2.1 Trade receivables 17.4 Other receivables 0.7 Inventories 9.3 Prepaid expenses and other current assets 1.1 Property and equipment 7.3 Identifiable intangible assets 74.4 Other non-current assets 10.6 Accounts payable (17.7) Other current liabilities (4.2) Deferred income taxes, net (14.4) Other non-current liabilities (0.8) Net assets acquired before goodwill on acquisition 85.8 Goodwill on acquisition 47.8 Net assets acquired $ 133.6 The Zenith acquisition contributed total revenue of $67.8 million and net loss of $7.4 million for the year ended December 31, 2018. The inclusion of Zenith in our consolidated financial statements is not deemed material with respect to the requirement to provide pro forma results of operations in ASC 805. As such, pro forma information is not presented. |
FINANCIAL STATEMENT DETAILS_2
FINANCIAL STATEMENT DETAILS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS | ||
FINANCIAL STATEMENT DETAILS | NOTE 5 — FINANCIAL STATEMENT DETAILS Inventories Our net inventory balances were: (in millions) September 30, 2021 December 31, 2020 Raw materials $ 66.4 $ 60.8 Work in process 2.6 3.7 Finished goods 258.5 217.9 $ 327.5 $ 282.4 Factoring of trade receivables On November 15, 2018, we entered into a Master Agreement with Factofrance, S.A. (“Factofrance”) to sell certain trade receivables, without recourse, of eight Diversey subsidiaries located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed Receivable Purchase Agreements (“RPAs”). Factofrance charges a 0.10% factoring fee and a 0.05% debtor credit default commission on the face value of receivables sold and paid. In addition, Factofrance charges a financing fee, as defined in the Master Agreement, based on Factofrance advances made on remaining uncollected receivables. Factofrance also charges a quarterly commitment fee of 0.10% of the maximum total funding amount which is €150.0 million ($175.4 million) at September 30, 2021. We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our Condensed Consolidated Balance Sheets. We maintained a “beneficial interest,” or a right to collect cash in the sold receivables for which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold under these agreements) are classified as investing activities and presented as collection of deferred factored receivables on our Condensed Consolidated Statements of Cash Flows. We are required to maintain a restricted cash collateral account pursuant to the Master Agreement in order to secure the full and punctual payment, performance and discharge of all payments due to Factofrance. The amount of cash collateral required was €4.0 million ($4.7 million) as of September 30, 2021. We are also required to service the receivables sold without fee. The Company sold $483.1 million and $471.5 million of receivables to Factofrance and received cash from Factofrance of $475.4 million and $433.2 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The difference of $7.7 million and $38.3 million is the activity for the nine months ended September 30, 2021 and September 30, 2020, respectively, net of fees and reserves. We collected from our customers and remitted to Factofrance $486.6 million and $426.8 million during the nine months ended September 30, 2021 and September 30, 2020, respectively. The funded status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, was $45.8 million and $40.8 million as of September 30, 2021 and December 31, 2020, respectively. Securitization of trade receivables In April 2020, we entered into an arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. 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 $45.9 million as of September 30, 2021 that are pledged as collateral under this agreement. This arrangement provided for maximum funding of up to $75.0 million for receivables sold. Fees associated with the arrangement were $1.2 million for the nine months ended September 30, 2021. We are also required to service the receivables sold without fee. We transferred and derecognized $415.1 million of receivables and collected $420.3 million in connection with our arrangement with PNC during the nine months ended September 30, 2021. Credit losses The Company’s allowance for 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 Company continues to monitor the impact that COVID-19 may have on outstanding receivables. The following represents the activity in our allowance for credit losses for trade and lease receivables: Nine Months Ended September 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.9) 15.0 Provision for lease receivables associated with exit activities 16.5 — Write-offs (2.7) (3.2) Balance, end of period $ 47.1 $ 40.4 Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Prepaid expenses $ 32.0 $ 35.2 Income tax receivables 27.8 22.2 Restricted cash and compensating balance deposits 2.3 3.2 Other current assets 1.5 1.4 $ 63.6 $ 62.0 Other non-current assets The components of other non-current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 145.2 $ 153.0 Tax indemnification asset 23.3 24.8 Lease receivables, net 19.6 30.2 Deferred financing fees — revolver 2.7 0.9 Restricted cash 5.0 5.7 Finance lease right-of-use assets, net 3.8 4.9 Operating lease right-of-use assets, net 53.6 62.8 Deferred taxes 58.2 60.6 Derivatives 6.6 — Other non-current assets 20.9 26.2 $ 338.9 $ 369.1 Depreciation expense for our dosing and dispensing equipment was $17.3 million and $18.2 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Depreciation expense for our dosing and dispensing equipment was $52.1 million and $55.0 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. Other Current and Non-current Liabilities The components of other current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 98.5 $ 131.9 Accrued customer volume rebates 132.4 146.0 Contingent consideration 7.0 3.3 Value added, general and sales tax payable 34.1 36.0 Accrued interest payable 0.5 24.6 Income taxes payable 8.5 6.0 Derivatives 9.6 8.8 Operating lease liabilities 20.0 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 75.2 63.3 $ 392.1 $ 512.4 The components of other non-current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 178.2 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.1 43.7 Contingent consideration 0.2 4.9 Asset retirement obligations 6.5 6.6 Derivatives 17.3 12.0 Operating lease liabilities 32.0 38.8 Tax receivable agreement 258.0 — Other non-current liabilities 26.1 17.0 $ 563.6 $ 328.3 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Interest income $ (0.8) $ (1.2) $ (2.9) $ (4.6) Unrealized foreign exchange (gain) loss (2.4) (8.8) 5.2 (17.6) Realized foreign exchange (gain) loss 5.5 (0.9) 6.1 (1.7) Non-cash pension and other post-employment benefit plan (4.3) (3.5) (12.0) (9.7) Release of tax indemnification asset 0.1 0.1 1.4 1.4 Factoring and securitization fees 1.4 1.3 3.6 3.2 Tax receivable agreement adjustments — — 4.1 — Other, net 1.2 1.3 (0.7) (0.2) $ 0.7 $ (11.7) $ 4.8 $ (29.2) | NOTE 6 — FINANCIAL STATEMENT DETAILS Inventories As of December 31, 2020 and December 31, 2019, our net inventory balances, were: December 31, December 31, (in millions) 2020 2019 Raw materials $ 60.8 $ 36.3 Work in process 3.7 3.5 Finished goods 217.9 169.2 $ 282.4 $ 209.0 Factoring of trade receivables On November 15, 2018, Diversey entered into a Master Agreement with Factofrance, S.A. (“Factofrance”) to sell certain trade receivables, without recourse, of eight Diversey companies located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed Receivable Purchase Agreements (“RPAs”). Factofrance charges a 0.10% factoring fee and a 0.05% Debtor Credit Default commission on the face value of receivables sold and paid. In addition, Factofrance charges a financing fee, as defined, based on Factofrance advances made on remaining uncollected receivables. Factofrance also charges a quarterly commitment fee of 0.10% of the Maximum Total Funding Amount which is €150 million ($182.8 million U.S. dollars at December 31, 2020). We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our consolidated balance sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our consolidated statements of cash flows. The Diversey companies are required to maintain a restricted cash collateral account pursuant to the Master Agreement in order to secure the full and punctual payment, performance and discharge of all payments due to Factofrance. The amount of cash collateral required was €4.4 million ($5.4 million) as of December 31, 2020. The Diversey companies are also required to service the receivables sold without fee. For the years ended December 31, 2020 and 2019, the Company sold $668.2 million and $553.4 million of receivables to Factofrance and received advances from Factofrance of $584.0 million and $459.9 million. The difference of $84.2 million and $93.5 million is recognized as a receivable due from Factofrance, net of fees and reserves, in Trade receivables in the Consolidated Balance Sheet. For the years ended December 31, 2020 and 2019, we collected from our customers and remitted to Factofrance $594.1 million and $463.6 million, respectively. The Funded Status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, as of December 31, 2020 and December 31, 2019 was $40.8 million and $35.9 million, respectively. Securitization of trade receivables In April 2020, Diversey entered into an arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. As customers pay their balances, the Company transfers 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 As of December 31, 2020, the gross cash proceeds received for receivables transferred and derecognized was $451.0 million of which $400.0 million was collected. The difference of $51.0 million represents the proceeds from new transfers of receivables as of December 31, 2020. Prepaid expenses and other current assets As of December 31, 2020 and December 31, 2019, the components of prepaid expenses and other current assets were as follows: December 31, December 31, (in millions) 2020 2019 Prepaid expenses $ 35.2 $ 37.8 Income tax receivables 22.2 17.7 Restricted cash and compensating balance deposits 3.2 8.8 Other current assets 1.4 7.1 $ 62.0 $ 71.4 Other non-current assets As of December 31, 2020 and December 31, 2019, the components of other non-current assets were as follows: December 31, December 31, (in millions) 2020 2019 Dosing and dispensing equipment $ 153.0 $ 181.2 Tax indemnification asset 24.8 27.6 Lease receivables 30.2 40.5 Deferred financing fees – revolver 0.9 2.1 Restricted cash 5.7 5.2 Finance lease right-of-use assets, net 4.9 5.6 Operating lease right-of-use assets, net 62.8 89.1 Deferred taxes 60.6 54.4 Other non-current assets 26.2 32.5 $ 369.1 $ 438.2 Depreciation expense for our dosing and dispensing equipment for the year ended December 31, 2020, December 31, 2019 and December 31, 2018 was $76.1 million, $71.3 million and $59.4 million, respectively. Other Current and Non-current Liabilities As of December 31, 2020 and December 31, 2019, the components of other current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Accrued salaries, wages and related costs $ 131.9 $ 109.6 Accrued customer volume rebates 146.0 148.9 Contingent consideration 3.3 3.5 Value added, general and sales tax payable 36.0 41.5 Accrued interest payable 24.6 30.1 Income taxes payable 6.0 19.4 Interest rate swaps 8.8 — Operating lease liabilities 22.9 31.9 Accrued share-based compensation 69.6 1.7 Other accrued liabilities 63.3 62.2 $ 512.4 $ 448.8 As of December 31, 2020 and December 31, 2019, the components of other non-current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Defined benefit pension plan liability $ 203.1 $ 165.9 Other post-employment benefit plan liability 2.2 1.8 Uncertain tax positions 43.7 58.0 Contingent consideration 4.9 9.0 Asset retirement obligations 6.6 5.6 Interest rate swaps 12.0 — Operating lease liabilities 38.8 59.0 Other non-current liabilities 17.0 21.7 $ 328.3 $ 321.0 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Interest income $ (5.9) $ (7.5) (5.8) Unrealized foreign exchange (gain) loss (25.1) 10.8 1.8 Realized foreign exchange (gain) loss (0.9) 0.6 (16.7) Non-cash pension and other post-employment benefit plan (Note 14 & Note 15) (12.9) (8.8) (10.5) Adjustment to tax indemnification asset (a) 2.8 7.1 31.0 Factoring and securitization fees 4.3 3.4 0.6 Other, net (3.0) 0.4 0.4 $ (40.7) $ 6.0 $ 0.8 (a) The tax indemnification adjustment reflects a release of the Company’s tax indemnification asset. The release was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 16 for further discussion. |
PROPERTY AND EQUIPMENT, NET_2
PROPERTY AND EQUIPMENT, NET | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
PROPERTY AND EQUIPMENT, NET | NOTE 6 — PROPERTY AND EQUIPMENT, NET Our property and equipment and accumulated depreciation balances were as follows: (in millions) September 30, 2021 December 31, 2020 Land and improvements $ 43.2 $ 44.0 Buildings 52.2 51.9 Machinery and equipment 91.9 81.9 Other property and equipment 51.3 47.9 Construction-in-progress 31.7 28.5 Property and equipment, gross 270.3 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 187.9 $ 188.3 Depreciation expense was $6.1 million and $5.4 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Depreciation expense was $16.9 million and $15.5 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. | NOTE 7 — PROPERTY AND EQUIPMENT, NET As of December 31, 2020 and December 31, 2019 our property and equipment and accumulated depreciation balances were as follows: December 31, December 31, (in millions) 2020 2019 Land and improvements $ 44.0 $ 41.6 Buildings 51.9 47.2 Machinery and equipment 81.9 74.0 Other property and equipment 47.9 30.4 Construction-in-progress 28.5 15.1 Property and equipment, gross 254.2 208.3 Less: Accumulated depreciation (65.9) (36.1) Property and equipment, net $ 188.3 $ 172.2 Depreciation expense was $21.2 million, $20.5 million and $21.6 million for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. |
GOODWILL AND IDENTIFIABLE INT_6
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | ||
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | NOTE 7 — 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, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisitions 6.8 2.0 8.8 Acquisition adjustments (1) — (8.7) (8.7) Impairment — — — Currency translation adjustment (5.5) (2.1) (7.6) Balance at September 30, 2021 $ 339.2 $ 120.3 $ 459.5 (1) Represents measurement period adjustments related to the SaneChem acquisition. Identifiable Intangible Assets The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 Amortization expense for intangibles was $24.2 million and $24.8 million for the three months ended September 30, 2021 and September 30, 2020, respectively. Amortization expense for intangibles was $72.6 million and $74.0 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. | NOTE 8 — GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS Goodwill The following table represents a rollforward of our goodwill balances by reportable segments: Food & (in millions) Institutional Beverage Total Gross value at December 31, 2018 $ 126.5 $ 359.3 $ 485.8 Accumulated impairment (17.8) (50.7) (68.5) Carrying value at December 31, 2018 108.7 308.6 417.3 Foreign currency adjustment (0.3) (1.0) (1.3) Gross value at December 31, 2019 126.2 358.3 484.5 Accumulated impairment (17.6) (50.0) (67.6) Carrying value at December 31, 2019 108.6 308.3 416.9 Acquisition 17.9 22.0 39.9 Foreign currency adjustment 2.4 6.9 9.3 Gross value at December 31, 2020 146.5 387.2 533.7 Accumulated impairment (17.4) (49.3) (66.7) Carrying value at December 31, 2020 $ 129.1 $ 337.9 $ 467.0 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 December 31, 2020, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 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, 2019, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 885.5 $ (90.4) $ — $ 795.1 27.2 years Trademarks 26.9 (3.0) — 23.9 14.4 years Capitalized software 53.5 (31.5) — 22.0 1.7 years Brand name 603.3 (69.8) — 533.5 17.7 years Non-compete agreements 6.2 (4.4) — 1.8 0.8 years Favorable leases 4.1 (1.5) — 2.6 2.7 years Intellectual property 37.4 — — 37.4 12.0 years Total intangible assets with definite lives 1,616.9 (200.6) — 1,416.3 Trademarks and trade names with indefinite lives 846.6 — — 846.6 Total identifiable intangible assets $ 2,463.5 $ (200.6) $ — $ 2,262.9 Amortization expense for acquired intangibles was $98.2 million, $93.7 million and $91.2 million for the year ended December 31, 2020, December 31, 2019 and December 31, 2018, respectively. The estimated amortization expense related to the fair value of acquired intangible assets for each of the succeeding five years and thereafter is: (in millions) 2021 $ 83.9 2022 75.2 2023 69.4 2024 69.4 2025 69.4 Thereafter 1,043.7 $ 1,411.0 |
DEBT AND CREDIT FACILITIES_2
DEBT AND CREDIT FACILITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
DEBT AND CREDIT FACILITIES | NOTE 8 — DEBT AND CREDIT FACILITIES The components of debt and credit facilities were as follows: (in millions) September 30, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 16.5 0.4 Finance lease obligations 3.9 5.2 Financing obligations 23.5 22.5 Unamortized deferred financing costs (40.6) (39.6) Unamortized original issue discount (9.0) (6.2) Total debt 1,994.3 2,700.3 Less: Current portion of long-term debt (11.4) (13.2) Short-term borrowings (16.5) (0.4) Long-term debt $ 1,966.4 $ 2,686.7 Senior Secured Credit Facilities On September 29, 2021, the Company entered into an amendment to its Senior Secured Credit Facilities, which was previously comprised of a $900.0 million senior secured U.S. dollar denominated term loan (the “2017 U.S. Dollar Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the 2017 U.S. Dollar Term Loan, the “Term Loan Facility”) and a $450.0 million revolving credit facility (the “Revolving Credit Facility,” together with the “Term Loan Facility”, the “Senior Secured Credit Facilities”). The amendment provided for the repayment of the entire outstanding amount under the 2017 U.S. Dollar Term Loan in the amount of $868.5 million and the entire outstanding amount under the Euro Term Loan in the amount of $535.7 million. The amendment also provided for a new $1,500.0 million senior secured U.S. dollar denominated term loan (the "2021 U.S. Dollar Term Loan" and, together with the Revolving Credit Facility, the "New Senior Secured Credit Facilities"). The 2021 U.S. Dollar Term Loan matures on September 29, 2028, while the Revolving Credit Facility matures on March 28, 2026. Prior to amending the Senior Secured Credit Facilities, in the first and second quarters of 2021, the Company used proceeds from the IPO to partially repay the Euro Term Loan in the amount of $571.4 million. The interest rate under the 2021 U.S. Dollar Term Loan is equal to (i) the Adjusted LIBOR rate (as defined in the New Senior Secured Credit Facilities), with a LIBOR floor of 0.50%, plus 3.00%, or (ii) ABR (as defined in the New Senior Secured Credit Facilities) plus 2.00%; provided that, such percentages per annum shall permanently step-down to 2.75% and 1.75%, respectively, if on the later of (x) the date of delivery of a compliance certificate to the administrative agent for the fiscal quarter ending December 31, 2021 and (y) the first date of delivery of a compliance certificate to the administrative agent, in either case, demonstrating that the Total Net Leverage Ratio (as defined in the New Senior Secured Credit Facilities) as of the last day of a fiscal quarter is less than or equal to 4.50 to 1.00. At September 30, 2021, the interest rate for the 2021 U.S. Dollar Term Loan is 3.50%. Deferred financing costs of $69.1 million related to the issuance of the 2021 U.S. Dollar Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. Unamortized deferred financing costs were $34.4 million and $28.4 million as of September 30, 2021 and December 31, 2020, respectively. In connection with the partial repayment of the Euro Term Loan discussed above, an additional $8.3 million of deferred financing costs were charged to interest expense during the nine months ended September 30, 2021. Original issue discount of $12.6 million related to the 2021 U.S. Dollar Term Loan is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the 2021 U.S. Dollar Term Loan. The unamortized original issue discount balance is $9.0 million and $2.9 million as of September 30, 2021 and December 31, 2020, respectively. In connection with the partial repayment of the Euro Term Loan discussed above, an additional $0.9 million of original issue discount was charged to interest expense during the nine months ended September 30, 2021. Costs of $8.9 million related to entering into and subsequently increasing the Revolving Credit Facility are recorded as “Deferred financing costs” within Other current assets and Other non-current assets on the Condensed Consolidated Balance Sheets, and are being amortized on a straight-line basis over the term of the Revolving Credit Facility. Unamortized deferred financing costs related to the Revolving Credit Facility were $4.0 million and $2.2 million as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.7 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $440.3 million. As of December 31, 2020, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.9 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $240.1 million. The New Senior Secured Credit Facilities contain normal and customary affirmative and negative covenants. Some of the more restrictive covenants are (a) limitations on our ability to pay dividends, (b) limitations on asset sales, and (c) limitations on our ability to incur additional indebtedness. The New Senior Secured Credit Facilities also contain various events of default, the occurrence of which could result in the acceleration of all obligations. As of September 30, 2021, we were in full compliance with the provisions contained within the covenants. U.S. Dollar Incremental Loan On June 23, 2020, the Company entered into an agreement in which the Company borrowed an additional $150.0 million in connection with the Senior Secured Credit Facilities (“U.S. Dollar Incremental Loan”). The U.S. Dollar Incremental Loan was considered a new loan commitment under the Senior Secured Credit Facilities. The net proceeds after the deferred financing costs and original issue discount (as defined below), were $144.5 million. On March 29, 2021, the Company used proceeds from the IPO to repay the U.S. Dollar Incremental Loan in full, and this facility is closed and no longer available for borrowings. Deferred financing costs of $1.7 million related to the issuance of the U.S. Dollar Incremental Loan were recorded as a reduction of the principal amount of the borrowings and were amortized using the effective interest method as a component of interest expense over the life of the term loan. Unamortized deferred financing fees were $1.5 million as of December 31, 2020, which were charged to interest expense during the nine months ended September 30, 2021 as the U.S. Dollar Incremental Loan was repaid. Original issue discount of $3.8 million related to the U.S. Dollar Incremental Loan was recorded as a reduction of the principal amount of the borrowings and was amortized using the effective interest method as a component of interest expense over the life of the loan. The original issue discount balance for the U.S. Dollar Incremental Loan was $3.3 million as of December 31, 2020, which was charged to interest expense during the nine months ended September 30, 2021 as the U.S. Dollar Incremental Loan was repaid. 2021 Senior Notes On September 29, 2021, the Company completed the sale of $500.0 million in aggregate principal amount of Senior Notes due 2029 (the "2021 Senior Notes") in a private placement to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons (as defined in Regulation S) pursuant to Regulation S under the Securities Act. The Company used the net proceeds from the issuance of the 2021 Senior Notes, together with borrowings under its New Senior Secured Credit Facilities and cash on hand, to redeem all of the €450.0 million aggregate principal amount of 5.625% Senior Notes due 2025 (the "2017 Senior Notes"), pay fees and/or expenses incurred in connection with the issuance of the 2021 Senior Notes and for general corporate purposes. The 2021 Senior Notes mature on October 1, 2029, bear interest at 4.625%, and interest is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2022. The Company redeemed the 2017 Senior Notes at the redemption price (expressed as percentages of principal amount) of 101.4%, for a total of $536.7 million, which consisted of $529.1 million of principal amount and $7.6 million of redemption premium. The premium cost was charged to Loss on Extinguishment of Debt during the three and nine months ended September 30, 2021. Deferred financing costs related to the issuance of the 2021 Senior Notes of $6.2 million are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the 2021 Senior Notes. In connection with the redemption of the 2017 Senior Notes, the balance of the unamortized deferred financing costs related to the 2017 Senior Notes of $8.0 million was charged to Loss on Extinguishment of Debt during the three and nine months ended September 30, 2021. Unamortized deferred financing costs were $6.2 million and $9.7 million as of September 30, 2021 and December 31, 2020, respectively. The Company may redeem the 2021 Senior Notes, in whole or in part, at any time prior to October 1, 2024, at a price equal to 100% of the principal amount of the 2021 Senior Notes redeemed, plus additional amounts, if any, a make-whole premium and accrued and unpaid interest to, but excluding, the redemption date. The Company may redeem the 2021 Senior Notes, in whole or in part, on or after October 1, 2024, at the redemption prices (expressed as percentages of principal amount) set forth in the indenture governing the 2021 Senior Notes, together with accrued and unpaid interest and additional amounts, if any, to, but excluding, the applicable redemption date: Year Percentage October 1, 2024 to September 30, 2025 102.313 % October 1, 2025 to September 30, 2026 101.156 % On or after October 1, 2026 100.000 % Additionally, at any time on or before October 1, 2024, the Company may elect to redeem up to 40% of the aggregate principal amount of the 2021 Senior Notes at a redemption price equal to 104.625% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, with the net cash proceeds received from one or more equity offerings of the Company. The indenture governing the 2021 Senior Notes contains covenants that limit the Company’s ability to, among other things: (i) incur additional indebtedness, issue preferred equity and guarantee indebtedness; (ii) pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock; (iii) prepay, redeem or repurchase certain material debt; (iv) make loans and investments; (v) sell or otherwise dispose of assets; (vi) sell stock of the Company’s subsidiaries; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends and (x) consolidate, merge or sell all or substantially all of the Company’s assets. The 2021 Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by a subsidiary of the Company, BCPE Diamond Netherlands TopCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, and the Company’s existing and subsequently acquired or organized direct and indirect material wholly owned restricted subsidiaries that guarantee indebtedness under the New Senior Secured Credit Facilities (other than those organized in Italy). Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts arising within our notional cash pooling system. Sale-Leaseback Transactions During March 2020, the Company completed sale-leaseback transactions under which it sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, the Company entered into agreements to lease the properties back from the purchaser over initial lease terms of 15 years. The leases for the two properties include an initial term of 15 years and four, five-year renewal options and provides for the Company to evaluate each property individually upon certain events during the life of the lease, including individual renewal options. The Company classified the leases as a financing obligation to be paid over 15 years. The current and non-current portions are included in current portion of long-term debt and long-term debt, less current portion, respectively, on the Condensed Consolidated Balance Sheets. | NOTE 10 — DEBT AND CREDIT FACILITIES As of December 31, 2020 and December 31, 2019, the components of debt and credit facilities were as follows: December 31, December 31, (in millions) 2020 2019 Senior Secured Credit Facilities US Dollar Term Loan $ 873.0 $ 882.0 US Dollar Incremental Loan 149.6 — Euro Term Loan 1,146.9 1,062.5 Revolving Credit Facility — 120.0 Notes 548.5 503.0 Short-term borrowings 0.4 0.6 Finance lease obligations 5.2 2.4 Financing obligations 22.5 — Unamortized deferred financing costs (39.6) (44.6) Unamortized original issue discount (6.2) (3.4) Total debt 2,700.3 2,522.5 Less: Current portion of long-term debt (13.2) (11.2) Short-term borrowings (0.4) (0.6) Long-term debt $ 2,686.7 $ 2,510.7 Senior Secured Credit Facilities On September 6, 2017, the Company entered into the Senior Secured Credit Facilities comprised of a $900.0 million senior secured US dollar denominated term loan (the “USD Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the USD Term Loan, the “Term Loan Facility”) and a $250.0 million revolving credit facility (the “Revolving Credit Facility” together with the “USD Term Loan” and the “Euro Term Loan” make up the “Senior Secured Credit Facilities”). Both the US Dollar Term Loan and the Euro Term Loan mature on September 6, 2024 while the Revolving Credit Facility matures on September 6, 2022. The interest rate associated with the US Dollar Term Loan is 3.00% plus a 3-month LIBOR rate. At December 31, 2020, the interest rate for the US Dollar Term Loan is 3.21%. The interest rate associated with the Euro Term Loan is a EURIBOR rate plus 3.25%, and the EURIBOR rate has a floor of 0%. At December 31, 2020, the interest rate for this term loan is 3.25%. Deferred financing costs of $51.2 million related to the issuance of the US Dollar Term Loan and the Euro Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the term loans. Unamortized deferred financing costs were $28.4 million and $34.2 million as of December 31, 2020 and December 31, 2019, respectively. Original issue discount of $5.1 million related to the Senior Secured Credit Facilities is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the Senior Secured Credit Facilities. The unamortized original issue discount balance for the Senior Secured Credit Facilities is $2.9 million and $3.4 million at December 31, 2020 and December 31, 2019, respectively. Costs of $6.4 million related to entering into the Revolving Credit Facility are recorded as “Deferred financing costs” and are being amortized on a straight-line basis over the term of the Revolving Credit Facility. Unamortized deferred financing costs related to the Revolving Credit Facility were $2.2 million and $3.3 million as of December 31, 2020 and December 31, 2019, respectively. As of December 31, 2020, the Company had $9.9 million of letters of credit outstanding which would have reduced the available borrowing capacity under the Revolving Credit Facility to approximately $240.1 million. As of December 31, 2019, the Company had $0.7 million of outstanding letters of credit which would have reduced the available borrowing capacity under the Revolving Credit Facility to approximately $129.3 million. The 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 Senior Secured Credit Facilities also contain various events of default, the occurrence of which could result in the acceleration of all obligations. As of December 31, 2020 we were in full compliance with the provisions contained within the covenants. New Term Loan One June 23, 2020, the Company entered into an agreement in which the Company borrowed an additional $150.0 million in connection with the Senior Secured Credit Facilities (“New Term Loan” or “US Dollar Incremental Loan”). The new term loan is considered a new loan commitment under which the existing Senior Secured Credit Facilities is amended for certain changes in connection with the borrowing. The net proceeds after the deferred financing costs and original issue discount (as defined below) was $144.5 million. The Company will repay the loan in quarterly installments in the amount of $375,000 beginning September 30th, 2020, with $144.4 million payable at maturity on September 6, 2024. The interest rate associated with the New Term Loan is 5.00% plus a 3-month LIBOR rate, and the 3-month LIBOR rate has a floor of 1.00%. At December 31, 2020, the interest rate for the New Term Loan is 6.00%. Deferred financing costs of $1.7 million related to the issuance of the New Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the term loan. Unamortized deferred financing fees were $1.5 million as of December 31, 2020. Original issue discount of $3.8 million related to the New Term Loan is recorded as a reduction of the principal amount of the borrowings and is amortized using the effective interest method as a component of interest expense over the life of the loan. The original issue discount balance for the New Term Loan is $3.3 million at December 31, 2020. Notes On August 8, 2017, the Company issued €450 million of Notes and related guarantees thereof and the proceeds were placed into escrow pending the consummation of the Diversey Acquisition. On September 6, 2017, the proceeds of the Notes were released from escrow and, together with the Equity Contribution and the proceeds from borrowings under the Term Loan Facility, were used to fund the Diversey Acquisition. The Notes were sold at par and are due August 15, 2025. The Notes bear interest at 5.625% and interest is payable semi-annually on February 15 and August 15 commencing on February 15, 2018. Costs related to the issuance of the Notes of $14.5 million are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the Notes. Unamortized deferred financing costs were $9.7 million and $10.6 million as of December 31, 2020 and December 31, 2019, respectively. On or after August 15, 2020, the Company has the option to redeem all or part of the Notes at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest, if redeemed during the twelve-month period beginning on August 15 of the each of the years indicated below: Year Percentage 2020 102.8 % 2021 101.4 % 2022 and thereafter 100.0 % Upon the occurrence of certain events constituting a change of control, holders of the Notes have the right to require the Company to repurchase all or any part of the Notes at a purchase price equal to 101% of the principal amount plus accrued and unpaid interest, if any, to the repurchase date. The indebtedness evidenced by the Notes is senior unsecured indebtedness of the Company, is senior in right of payment to all future subordinated indebtedness of the Company and is equal in right of payment to all existing and future senior indebtedness of the Company. The Notes are effectively subordinated to any secured indebtedness of the Company (including indebtedness of the Company outstanding under the Senior Secured Credit Facilities) to the extent of the value of the assets securing such indebtedness. The Notes are unconditionally guaranteed on a senior basis by certain of the Company’s subsidiaries. The indenture governing the Notes contains covenants that restrict the ability of the Issuer and its subsidiaries to, among other things, incur additional debt, make certain payments including payment of dividends or repurchase equity interest of the Issuer, make loans or acquisitions or capital contributions and certain investments, incur certain liens, sell assets, merge or consolidate or liquidate other entities, and enter into transactions with affiliates. Short-term Borrowings Our short-term borrowings comprise primarily of bank overdrafts to temporarily fund our working capital needs. Sale-Leaseback Transactions During March 2020, the Company completed sale-leaseback transactions under which it sold two properties to an unrelated third-party for a total of $22.9 million. Concurrent with this sale, the Company entered into agreements to lease the properties back from the purchasers over initial lease terms of 15 years. The leases for the two properties include an initial term of 15 years and The Company classified the leases as a financing obligation to be paid over 15 years. The current and non- current portions are included in current portion of long-term debt and long-term debt, less current portion, respectively, on the Consolidated Balance Sheets. Future repayments Below is a schedule of required future principal repayments of our Senior Secured Credit Facilities, New Term Loan and Notes outstanding on December 31, 2020: (in millions) 2021 $ 22.3 2022 22.3 2023 22.3 2024 2,102.6 2025 548.5 Thereafter — $ 2,718.0 |
PREFERRED EQUITY CERTIFICATES_3
PREFERRED EQUITY CERTIFICATES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
PREFERRED EQUITY CERTIFICATES | NOTE 9 — PREFERRED EQUITY CERTIFICATES Constellation was financed in part by preferred equity certificates (“PECs”), which are commonly used in private equity transactions in Luxembourg for tax planning purposes. PECs were a part of the capital structure, although classified as a debt instrument, because they had an unconditional obligation to be redeemed in cash. The PECs are summarized in the following table: Carrying Value Foreign Carrying Maturity Interest December 31, Currency Value Interest (in millions) date Rate 2020 Redemption Translation September 30, 2021 Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — The Series 1 PECs were legal obligations to security holders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs were yield-free and had a term of 30 years from the date of issuance, but could be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs were at a price equal to par value. On March 25, 2021, the Series 1 PECs were exchanged for ordinary shares of the Company as part of the Reorganization Transactions discussed in Note 1. | NOTE 11 — PREFERRED EQUITY CERTIFICATES Constellation (BC) 2 S.à r.l., was financed in part by preferred equity certificates (PECs), which are commonly used in private equity transactions in Luxembourg for tax planning purposes. PECs are a part of the capital structure and though classified as a debt instrument because they have an unconditional obligation to be redeemed in cash. The PECs are summarized in the following table: Carrying Carrying Value Foreign Value Maturity Interest December 31, Borrowing/ Currency December 31, Interest (in millions) date Rate 2019 (Reimbursement) Translation 2020 Expense Series 1 PECs 9/1/2047 See below $ 588.4 $ — $ 53.3 $ 641.7 $ — The Series 1 PECs are legal obligations to securityholders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs are yield-free and have a term of 30 years from the date of issuance, but can be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs are at a price equal to par value. |
DERIVATIVES AND HEDGING ACTIV_6
DERIVATIVES AND HEDGING ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITIES | ||
DERIVATIVES AND HEDGING ACTIVITIES | NOTE 10 — DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Derivative Positions Summary The following table details the fair value of our derivative instruments, which are included as a part of our other non-current assets, other current liabilities and other non-current liabilities in our Condensed Consolidated Balance Sheets. (in millions) September 30, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Cross currency swaps $ 6.6 $ — Total derivative assets $ 6.6 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.8) — Cross currency swaps (11.3) — Total derivative liabilities $ (12.1) $ (20.8) Derivatives not designated as hedging instruments: Derivative liabilities Interest rate swaps $ (14.8) $ — Total derivative liabilities $ (14.8) $ — Our derivatives consist of the following: (in millions) Notional Amount Original Maturity in Months Floating to fixed interest rate swap(1) (2) $ 720.0 60 Fixed to floating interest rate swap(2) $ 720.0 36 U.S. dollar to Euro currency swap $ 500.0 60 U.S. dollar floating to Euro fixed interest rate swap $ 500.0 60 U.S. dollar interest rate cap $ 650.0 36 (1) The notional amount is reduced to $ 315.0 million at month 48. (2) In connection with our debt refinancing in 2021, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap . Foreign Currency Forward Contracts Designated as Cash Flow Hedges The primary purpose of our cash flow 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. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income (loss) 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. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. These contracts generally have original maturities of less than 12 months. As of September 30, 2021 and December 31, 2020, there were no foreign currency forward contracts designated as cash flow hedges. Interest Rate Swap and Cross Currency Contracts Designated as Cash Flow Hedges In connection with entering into the New Senior Secured Credit Facilities and issuing the 2021 Senior Notes, we also entered into a series of derivative agreements to manage the impacts of fluctuations in interest rates and currency exchange rates on a portion of the Company’s floating-rate and U.S. dollar denominated debt. We record gains and losses on the interest rate and cross currency swap contracts that qualify as cash flow hedges in other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Condensed Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Condensed Consolidated Statements of Cash Flows. Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $14.8 million and $17.8 million for the nine months ended September 30, 2021 and September 30, 2020, respectively. The unrealized amounts in other comprehensive income will fluctuate based on changes in the fair value of open contracts during each reporting period. We estimate that $3.0 million of net unrealized after-tax derivative loss included in accumulated other comprehensive income (“AOCI”) will be reclassified into Other (income) expense, net, on the 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 of $13.1 million will be reclassified into Interest expense on the Condensed Consolidated Statement of Operations over the remaining life of the derivative contract. 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. Effect of all Derivative Instruments on Income The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Cash flow hedges: Foreign currency forward contracts (1) $ — $ — $ — $ 0.5 Interest rate swaps (1) 2.3 (2.2) 6.8 (3.1) Total $ 2.3 $ (2.2) $ 6.8 $ (2.6) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and nine months ended September 30, 2021 and September 30, 2020. | NOTE 12 — DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. Foreign Currency Forward Contracts Designated as Cash Flow Hedges The primary purpose of our cash flow 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 change in foreign currencies. We record gains and losses on foreign currency forward contracts qualifying as cash flow hedges in other comprehensive income (loss) to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Consolidated Statement of Cash Flows. These contracts generally have original maturities of less than 12 months. The fair value of our foreign currency forward asset is $0.2 million at December 31, 2019 and is included as part of our Prepaid expenses and other current assets in our Consolidated Balance Sheets. The fair value of our foreign currency forward liability is $2.2 million at December 31, 2019 and is included as part of Other current liabilities in our Consolidated Balance Sheets. As of December 31, 2020 there were no foreign currency forward contacts designated as cash flow hedges. Interest Rate Swap Contracts Designated as Cash Flow Hedges During August 2019, the Company entered in a series of interest rate swaps with a notional amount of $720 million. The primary purpose of our cash flow hedging activities is to manage the potential adverse fluctuations in interest rates by reducing our exposure to variability in cash flows on a portion of the Company’s floating-rate debt. We record gains and losses on the Interest Rate Swap contracts that qualify as cash flow hedges in other comprehensive income (loss), net of tax to the extent the hedges are effective and until we recognize the underlying transactions in net income (loss), at which time we recognize these gains and losses in Other expense (income), net on our Consolidated Statements of Operations. Cash flows from derivative financial instruments are classified as cash flows from investing activities in the Consolidated Statement of Cash Flows. These contracts have original maturities of 60 months Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $15.6 million for the year ended December 31, 2020. 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 $6.6 million of net unrealized after-tax derivative loss included in accumulated other comprehensive income (AOCI) will be reclassified into earnings within the next twelve months. Fair Value of Derivative Instruments See Note 13 for a discussion of the inputs and valuation techniques used to determine the fair value of our outstanding derivative instruments. The following table details the fair value of our derivative instruments included in the Consolidated Balance Sheets: December 31, December 31, (in millions) 2020 2019 Derivative assets Foreign currency forward contracts $ — $ 0.2 Interest rate swaps — 6.5 Total derivative assets $ — $ 6.7 Derivative liabilities Foreign currency forward contracts $ — $ (2.2) Interest rate swaps (20.8) — Total derivative liabilities $ (20.8) $ (2.2) The following table details the effect of our derivative instruments on our Consolidated Statements of Operations: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ 0.5 $ 0.2 $ 0.5 Interest rate swaps (1) (5.3) — — Total $ (4.8) $ 0.2 $ 0.5 (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in other (income) expense during the year ended December 31, 2020 and December 31, 2019. |
FAIR VALUE MEASUREMENTS AND O_6
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | ||
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | NOTE 11 — 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: September 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.9 $ 2.9 $ — $ — Restricted cash and compensating balance deposits $ 7.3 $ 7.3 $ — $ — Interest rate swaps, net liability $ (14.8) $ — $ (14.8) $ — Interest rate caps, net liability $ (0.8) $ — $ (0.8) $ — Cross currency swaps, net liability $ (4.7) $ — $ (4.7) $ — Contingent consideration $ (7.2) $ — $ — $ (7.2) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) Cash Equivalents Our cash equivalents consist of bank time deposits (Level 1) and money market funds (Level 1). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The money market funds are redeemable upon demand and seek to maintain their net asset value at $1 per unit. As of September 30, 2021 and December 31, 2020, the Company classified its money market funds as Cash and cash equivalents with a market value of zero and $113.0 million, respectively. Restricted Cash and Compensating Balances As disclosed in Note 5 We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our Condensed Consolidated Balance Sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our Condensed Consolidated Statements of Cash Flows. We have other compensating balance deposits of $0.3 million that are required by certain financial institutions as cash collateral for credit provided to us. The balance is reflected within Other non-current assets on the Condensed Consolidated Balance Sheet. Derivative Financial Instruments Our foreign currency forward contracts and interest rate swaps are recorded at fair value on our Condensed Consolidated Balance Sheets that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and the LIBOR rate. These inputs are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these foreign currency forward contracts are investment grade rated by Standard & Poor’s and Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Contingent Consideration We have recorded contingent consideration related to earn-out provisions from our previous acquisitions. The fair values of such contingent consideration were derived using a discounted cash flow model based on the projection of performance metrics, which are generally based upon achieving certain revenue targets as outlined in the various provisions within the purchase agreements and the probability of achieving the targets. We re-measure amounts related to contingent consideration liabilities related to acquisitions that were carried at fair value on a recurring basis in the Condensed Consolidated Financial Statements for which a fair value measurement was required. We recorded $7.2 million and $8.2 million in contingent consideration liability at September 30, 2021 and December 31, 2020, respectively, for various acquisitions that occurred prior to 2017. With respect to the above contingent consideration liabilities, which is a Level 3 consideration, there was a $0.9 million gain and a $0.7 million loss included in other (income) expense within the Condensed Consolidated Statement of Operations for the three months ended September 30, 2021 and September 30, 2020, respectively. There was a $1.0 million and a $2.0 million gain included in other (income) expense within the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2021 and September 30, 2020, respectively. Other Financial Instruments The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our 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 Senior Notes. Due to the limited investor base and the face value of our Senior Notes, they may not be actively traded on the date we calculate their fair value. Therefore, we may utilize prices and other relevant information generated by market transactions involving similar securities, reflecting U.S. Treasury yields, to calculate the yield to maturity and the price on some of our Senior Notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. These inputs are provided by an independent third party and are considered to be Level 2 inputs. These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: September 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,456.6 $ 1,477.4 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.8 507.7 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,950.4 $ 1,985.1 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances, such as acquisitions. Credit and Market Risk Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. It is our policy to have counterparties to these contracts that are rated at least BBB- or higher by Standard & Poor’s and Baa3 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. | NOTE 13 — FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS Fair Value Measurements In determining fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine the fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2020 Total Fair (in millions) Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) December 31, 2019 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 12.4 $ 12.4 $ — $ — Restricted cash and compensating balance deposits $ 14.0 $ 14.0 $ — $ — Foreign currency forward contracts, net liability $ 2.0 $ 2.0 $ — $ — Interest rate swaps, net asset $ 6.5 $ — $ 6.5 $ — Contingent consideration $ (12.5) $ — $ — $ (12.5) Cash Equivalents Our cash equivalents consist of bank time deposits (Level 1) and money market funds (Level 1). Since these are short-term highly liquid investments with original maturities of three months or less at the date of purchase, they present negligible risk of changes in fair value due to changes in interest rates. The money market funds are redeemable upon demand and seek to maintain their net asset value at $1 per unit. As of December 31, 2020, the Company classified its money market funds as Cash and cash equivalents with a market value of $113.0 million. Restricted Cash and Compensating Balances As disclosed in Note 6, we entered into a Master Agreement in connection with a non-recourse trade receivables factoring program with Factofrance with respect of several of our companies located in Europe under individually executed RPAs. Under the Master Agreement, we are required to maintain and segregate certain cash balances, the usage of which is restricted under the terms of the Master Agreement, of which $5.4 million is held as collateral and classified within Other Non-current Assets on the Company’s Consolidated Balance Sheet. The remaining $3.1 million is cash received but considered restricted and classified within Prepaid Expenses and Other Current Assets on the Company’s Consolidated Balance Sheet. We accounted for transfers of receivables pursuant to the RPAs as a sale and removed them from our consolidated balance sheets. We maintained a “beneficial interest,” or a right to collect cash, in the sold receivables in which we do not immediately collect cash. Cash receipts from the beneficial interests on sold receivables (which are cash receipts on the underlying trade receivables that have already been sold in these agreements) are classified as investing activities and presented as cash receipts on sold receivables on our consolidated statements of cash flows. We have other compensating balance deposits of $0.3 million that are required by certain financial institutions as cash collateral for credit provided to us. The balance is reflected within Other non-current Assets on the Company’s Consolidated Balance Sheet. Derivative Financial Instruments Our foreign currency forward contracts and interest rate swaps are recorded at fair value on our Consolidated Balance Sheets that incorporates observable market inputs. These market inputs include foreign currency spot and forward rates and the LIBOR rate. These inputs are obtained from pricing data quoted by various banks, third party sources and foreign currency dealers involving identical or comparable instruments (Level 2). Counterparties to these foreign currency forward contracts are investment grade rated by Standard & Poor’s and Moody’s. Credit ratings on some of our counterparties may change during the term of our financial instruments. We closely monitor our counterparties’ credit ratings and, if necessary, will make any appropriate changes to our financial instruments. The fair value generally reflects the estimated amounts that we would receive or pay to terminate the contracts at the reporting date. Contingent Consideration We recorded contingent consideration related to earn-out provisions from our previous acquisitions. The fair values of such contingent consideration were derived using a discounted cash flow model based on the projection of performance metrics, which are generally based on upon achieving certain revenue targets as outlined in the various provisions within the purchase agreements and the probability of achieving them. We remeasure amounts related to contingent consideration liabilities related to acquisitions that were carried at fair value on a recurring basis in the consolidated financial statements for which a fair value measurement was required. We recorded approximately $8.2 million and $12.5 million in contingent consideration liability at December 31, 2020 and December 31, 2019 respectively, for various acquisitions occurring prior to 2017. With respect to the above contingent consideration liabilities, which is a Level 3 consideration, the amount of (gain) loss included in other (income) expense within the consolidated statement of operations was $1.1 million, $(5.5) million, and $(0.1) million for year ended December 31, 2020 December 31, 2019, and December 31, 2018, respectively. Other Financial Instruments The following financial instruments are recorded at fair value or at amounts that approximate fair value: (1) trade receivables, net, (2) certain other current assets, (3) accounts payable and (4) other current liabilities. The carrying amounts reported on our Consolidated Balance Sheets for the above financial instruments closely approximate their fair value due to the short-term nature of these assets and liabilities. Other liabilities that are recorded at carrying value on our Consolidated Balance Sheets include our debt. We utilize a market approach to calculate the fair value of our Notes. Due to the limited investor base and the face value of some of our 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 Notes. These inputs are provided by an independent third party and are considered to be Level 2 inputs. We derive our fair value estimates of our various other debt instruments by evaluating the nature and terms of each instrument, considering prevailing economic and market conditions, and examining the cost of similar debt offered at the balance sheet date. We also incorporated our credit default swap rates and currency specific swap rates in the valuation of each debt instrument, as applicable. These inputs are provided by an independent third party and are considered to be Level 2 inputs. These estimates are subjective and involve uncertainties and matters of significant judgment, and therefore we cannot determine them with precision. Changes in assumptions could significantly affect our estimates. The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2020 December 31, 2019 Carrying Carrying (in millions) Amount Fair Value Amount Fair Value US Dollar Term Loan (1) $ 859.1 $ 856.3 $ 864.6 $ 863.4 US Dollar Incremental Term Loan (1) 144.8 149.0 — — Euro Term Loan (1) 1,129.5 1,161.0 1,042.5 1,058.8 Notes (2) 538.7 552.7 492.4 494.2 Revolving credit facility — — 120.0 120.0 Preferred Equity Certificates 641.7 641.7 588.4 588.4 $ 3,313.8 $ 3,360.7 $ 3,107.9 $ 3,124.8 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. Certain assets are measured at fair value on a non-recurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only in certain circumstances, such as acquisitions. Credit and Market Risk Financial instruments, including derivatives, expose us to counterparty credit risk for nonperformance and to market risk related to changes in interest or currency exchange rates. We manage our exposure to counterparty credit risk through specific minimum credit standards, establishing credit limits, diversification of counterparties, and procedures to monitor concentrations of credit risk. It is our policy to have counterparties to these contracts that are rated at least BBB- or higher by Standard & Poor’s and Baa3 or higher by Moody’s. Nevertheless, there is a risk that our exposure to losses arising out of derivative contracts could be material if the counterparties to these agreements fail to perform their obligations. We will replace counterparties if a credit downgrade is deemed to increase our risk to unacceptable levels. We regularly monitor the impact of market risk on the fair value and cash flows of our derivative and other financial instruments considering reasonably possible changes in interest and currency exchange rates and restrict the use of derivative financial instruments to hedging activities. We do not use derivative financial instruments for trading or other speculative purposes and do not use leveraged derivative financial instruments. We continually monitor the creditworthiness of our diverse base of customers to which we grant credit terms in the normal course of business and generally do not require collateral. We consider the concentrations of credit risk associated with our trade accounts receivable to be commercially reasonable and believe that such concentrations do not leave us vulnerable to significant risks of near-term severe adverse impacts. The terms and conditions of our credit sales are designed to mitigate concentrations of credit risk with any single customer. Our sales are not materially dependent on a single customer or a small group of customers. |
DEFINED BENEFIT PENSION PLANS A
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | ||
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | NOTE 12 — DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS The following table shows the components of our net periodic benefit income: Line Item on Condensed Three Months Nine Months Consolidated Statements Ended September 30, Ended September 30, of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.5 $ 4.9 $ 4.4 Selling, general and administrative expenses Interest cost 0.2 0.7 1.6 2.3 Other income Expected return on plan assets (4.5) (4.2) (13.7) (12.0) Other income Total benefit income $ (2.7) $ (2.0) $ (7.2) $ (5.3) Our net periodic benefit costs for our other post-employment benefit plans was not material for the three and nine months ended September 30, 2021 and September 30, 2020. | NOTE 14 — DEFINED BENEFIT PENSION PLANS Retirement Savings Plans We maintain qualified contributory retirement savings plans in which most of our U.S. employees are eligible to participate. The qualified contributory retirement savings plans generally provide for contributions in cash based upon the amount contributed to the plans by the participants. Retirement savings plans costs are charged to operations and totaled $1.5 million, $1.8 million and $1.6 million for the years ended December 31, 2020, December 31, 2019, and December 31, 2018, respectively. We have various international defined contribution benefit plans which cover certain employees. We have expanded use of these plans in select countries where they have been used to supplement or replace defined benefit plans. Defined Benefit Pension Plans In connection with the Diversey Acquisition, the Company assumed certain defined benefit plans related to non-U.S. subsidiaries and retained certain plan assets associated with the assumed obligations. All defined pension plan obligations for current and former employees in the United States, Canada and the United Kingdom were retained by Sealed Air. We recognize the funded status of each defined pension benefit plan as the difference between the fair value of plan assets and the projected benefit obligation of the employee benefit plans in the Consolidated Balance Sheets, with a corresponding adjustment to accumulated other comprehensive loss, net of taxes. Each over-funded plan is recognized as an asset and each underfunded plan is recognized as a liability on the Consolidated Balance Sheets. Subsequent changes in the funded status are reflected in unrecognized pension items, a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. The amount of unamortized pension items is recorded net of tax. The measurement date used to determine the projected benefit obligation and the fair value of plan assets is December 31. We have amortized actuarial gains or losses over the average future working lifetime (or remaining lifetime of inactive participants if there are no active participants). We have used the corridor method, where the corridor is the greater of ten percent of the projected benefit obligation or fair value of assets at year end. If actuarial gains or losses do not exceed the corridor, then there is The following table shows the components of our net period benefit cost for the years ended December 31, 2020, December 31, 2019, and December 31, 2018: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Net periodic benefit cost: U.S. and international net periodic cost included in selling, general and administrative expenses $ 6.0 $ 4.9 $ 5.8 U.S. and international net periodic income included in other (income) expense, net (12.9) (8.9) (10.8) Total benefit $ (6.9) $ (4.0) $ (5.0) Obligations and Funded Status The following table sets forth the changes to the projected benefit obligations (“PBO”) and plan assets for the year ended years ended December 31, 2020, December 31, 2019, and December 31, 2018 for the Company’s defined benefit pension plans. The measurement date used to determine benefit obligations and plan assets is December 31 for all material plans. Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Change in benefit obligation: Projected benefit obligation at beginning of period $ 546.0 $ 519.1 $ 544.5 Service cost 6.0 4.9 5.8 Interest cost 4.2 7.0 7.2 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Actuarial loss (gain) 47.1 49.7 (9.9) Plan Amendments — (12.4) — Settlements (8.2) (8.2) (1.5) Currency translation adjustment 49.1 (7.4) (20.5) Projected benefit obligation at end of period $ 636.4 $ 546.0 $ 519.1 Change in plan assets: Fair value of plan assets at beginning of period $ 378.1 $ 333.2 $ 350.9 Actual return on plan assets 22.2 51.7 (7.9) Settlements (8.2) (8.2) (1.5) Employer contributions 12.0 12.5 10.8 Participants’ contributions 2.4 2.1 2.1 Benefits paid (10.2) (8.8) (8.6) Currency translation adjustment 34.2 (4.4) (12.6) Fair value of plan assets at end of period $ 430.5 $ 378.1 $ 333.2 Unfunded status, net $ 205.9 $ 167.9 $ 185.9 Accumulated benefit obligation at end of period $ 613.7 $ 524.5 $ 496.0 Amounts recognized in the Consolidated Balance Sheet: Other non-current assets $ 0.2 $ 0.4 $ 1.3 Other current liabilities (3.0) (2.4) (2.2) Other non-current liabilities (203.1) (165.9) (185.0) Net amount recognized $ (205.9) $ (167.9) $ (185.9) Components of Net Periodic Benefit Cost The following table sets forth the components of net period benefit cost for the year ended December 31, 2020, December 31, 2019, and December 31, 2018: Line Item on Year Ended Year Ended Year Ended Consolidated December 31, December 31, December 31, Statement of (in millions) 2020 2019 2018 Operations Net period benefit cost: Service cost $ 6.0 $ 4.9 $ 5.8 Selling, general and administrative expenses Interest cost 4.2 7.0 7.2 Other (income) expense, net Expected return on plan assets (17.2) (16.5) (18.0) Other (income) expense, net Amortization of prior service cost and net actuarial loss (0.8) — — Other (income) expense, net Loss recognized during fiscal year due to settlement 0.9 0.6 — Other (income) expense, net Net period benefit cost (6.9) (4.0) (5.0) Changes in plan assets and benefit obligations recognized in other comprehensive loss: Net actuarial loss (gain), net 47.1 49.7 (9.9) Loss recognized during fiscal year due to settlement (0.9) (0.6) — Prior service credit occurring during fiscal year — (12.4) — Prior Service Credit Amortized During Fiscal Year 1.4 — — Net (Loss) or Gain Amortized During Fiscal Year (0.6) — — Asset loss (gain) occurring during the year (4.9) (35.1) 25.2 Total loss recognized in other comprehensive loss 42.1 1.6 15.3 Total recognized in net periodic benefit cost and other comprehensive income $ 35.2 $ (2.4) $ 10.3 The PBO is the actuarial present value of benefits attributable to employee service rendered to date that takes into account estimated future pay increases. The accumulated benefit obligation (“ABO”) is the actuarial present value of benefits attributable to employee service to date that does not take future employee increases into account. The following table reflects the ABO for all defined benefit pension plans as of December 31, 2020 and December 31, 2019, respectively. Further, the table reflects the aggregate PBO, ABO and fair value of plan assets for pension plans with PBO in excess of plan assets and for pension plans with ABO in excess of plan assets. December 31, December 31, (in millions) 2020 2019 ABO $ 613.7 $ 524.5 Plans with PBO in excess of plan assets PBO $ 633.7 $ 543.2 ABO $ 610.9 $ 521.6 Fair value of plan assets $ 427.6 $ 374.8 Plans with ABO in excess of plan assets PBO $ 618.6 $ 530.0 ABO $ 598.3 $ 510.5 Fair value of plan assets $ 413.3 $ 362.3 The accumulated net actuarial gains (losses) for pensions and other post-employment benefits primarily relate to differences between the actual net periodic expense and the expected net periodic expense from differences in significant assumptions, primarily including return on plan assets and discount rates used in these estimates. Estimated Future Benefit Payments The following table reflects the total benefit payments expected to be made for defined benefits: (in millions) 2021 $ 15.1 2022 15.4 2023 15.8 2024 18.2 2025 17.3 2026 – 2030 109.7 Actuarial Assumptions We determine our material assumptions for all plans on an annual basis as of December 31. Weighted average assumptions used to determine benefit obligations at December 31, 2020 and December 31, 2019 were as follows: December 31, December 31, 2020 2019 Benefit obligations: Discount rate 0.6 % 1.0 % Rate of compensation increase 1.9 % 2.1 % Pension increase rate 1.5 % 1.5 % Weighted average assumptions used to determine net period benefit cost for the year ended December 31, 2020 and December 31, 2019 were as follows: Year Ended Year Ended December 31, December 31, 2020 2019 Benefit cost: Discount rate 1.0 % 1.7 % Expected long-term rate of return 4.4 % 5.3 % Rate of compensation increase 2.1 % 2.1 % Pension increase rate 1.5 % 1.5 % The discount rates used reflect the expected future cash flow based on plan provisions, participant data as of the latest actuarial valuation and the currencies in which the expected future cash flows will occur. For the majority of defined benefit pension obligations, the Company utilizes prevailing long-term high quality corporate bond indices applicable to the respective country at the measurement date. In countries where established corporate bond markets do not exist, the Company utilizes other index movement and duration analysis to determine discount rates. The long-term rate of return on plan assets assumptions reflect economic assumptions applicable to each country and assumptions related to the preliminary assessments regarding the type of investments to be held by the respective plans. Plan Assets We review the expected long-term rate of return on plan assets annually, taking into consideration our asset allocation, historical returns, and the current economic environment. The expected return on plan assets is calculated based on the fair value of plan assets at year end. To determine the expected return on plan assets, expected cash flows have been taken into account. Our long-term objectives for plan investments are to ensure that (a) there is an adequate level of assets to support benefit obligations to participants over the life of the plans, (b) there is sufficient liquidity in plan assets to cover current benefit obligations, and (c) there is a high level of investment return consistent with a prudent level of investment risk. The investment strategy is focused on a long-term total return in excess of a pure fixed income strategy with short-term volatility less than that of a pure equity strategy. To accomplish this objective, we invest assets primarily in a diversified mix of equity and fixed income investments. Our targeted asset by category percentages are as follows: Equity securities 41 % Debt securities 41 % Real estate 8 % Other 10 % Total 100 % The fair values of our pension plan assets, by asset category, and fair value levels are as follows: December 31, 2020 December 31, 2019 (in millions) Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 4.8 $ 4.7 $ 0.1 $ — $ 5.8 $ 5.7 $ 0.1 $ — Fixed income funds (2) 172.1 1.0 171.1 — 142.7 0.9 141.8 — Equity funds (3) 178.2 0.1 178.1 — 156.5 0.2 156.3 — Real estate 30.3 — 30.3 — 29.0 — 29.0 — Other (4) 45.1 — 2.9 42.2 44.1 — 5.1 39.0 Total $ 430.5 $ 5.8 $ 382.5 $ 42.2 $ 378.1 $ 6.8 $ 332.3 $ 39.0 (1) Short-term investment fund that invests in a collective trust that holds short-term highly liquid investments with principal preservation and daily liquidity as its primary objectives. Investments are primarily comprised of certificates, government securities, commercial paper and time deposits. (2) Fixed income funds that invest in a diversified portfolio of publicly traded government bonds and corporate bonds. There are no restrictions on these investments, and they are valued at the net asset value at year end. (3) Equity funds that invest in a diversified portfolio of publicly traded domestic and international common stock, with an emphasis in European securities. There are no restrictions on these investments, and they are valued at the net asset value of the shares held at year end. (4) The majority of these assets are invested in real estate funds and other alternative investments. Also includes insurance contracts, which consists of the Company and employee contributions and accumulated interest income at guaranteed stated interest rates and provides for benefit payments and plan expenses. The following table shows the activity of our plan assets, which are measured at fair value using Level 3 inputs: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Balance at beginning of period $ 39.0 $ 40.5 Gains on assets still held at year-end 1.3 1.6 Purchases, sales, issuances and settlements (1.6) (1.2) Transfers in and/or out of Level 3 0.1 (1.1) Foreign exchange (loss)/gain 3.4 (0.8) Balance at end of period $ 42.2 $ 39.0 Level 3 pension assets are remeasured at least annually. Real estate properties, which are primarily located in Switzerland, are valued under the income approach using the discounted cash flow method, by which the market value of the property is determined as the total of all projected future earnings discounted to the valuation date. Insurance contracts are valued under the income approach using the discounted cash flow method. The discount rate and various assumptions used for the insurance contracts are consistent with the assumptions used by the actuary to measure the pension benefit obligation. |
INCOME TAXES_2
INCOME TAXES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
INCOME TAXES | NOTE 13 — INCOME TAXES Generally, we account for income taxes in interim periods in accordance with ASC 740, which 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 and nine months ended September 30, 2021, 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 September 30, 2021, 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, non-deductible shared-based compensation, estimated withholding taxes, and a change in our mix of earnings by jurisdiction. For the three months ended September 30, 2020, the difference in the statutory income tax provision and the recorded income tax provision was primarily attributable to estimated withholding taxes, and estimated book-tax differences that are permanent in nature. For the nine months ended September 30, 2021, the difference in the statutory income tax benefit and the recorded income tax provision was primarily attributable to non-deductible shared-based compensation, an increase in the valuation allowance related to limitations on the deductibility of interest expense, estimated withholding taxes, and a change in our mix of earnings by jurisdiction. For the nine months ended September 30, 2020, the difference in the statutory income tax provision and the recorded income tax provision was primarily attributable to estimated withholding taxes, estimated book-tax differences that are permanent in nature, and a change in our mix of earnings by jurisdiction. Tax Receivable Agreement As part of the Reorganization Transactions, the Company entered into a tax receivable agreement (the “TRA”) with the pre-IPO owners of Constellation and certain other members of management (the “TRA Recipients”). The TRA requires the Company to make payments to the TRA Recipients as part of the consideration for their shares in Constellation or as part consideration for the note receivable held by them, as applicable, for 85% of the tax benefits realized by the Company when utilizing certain U.S. and Dutch income tax attributes generated, or owned by, or attributable to, the Company on or prior to the date of the IPO, and any tax deductions available to the Company that relate to the transaction expenses incurred by the Company as a result of the consummation of the IPO. The Company expects to utilize a significant portion of these income tax attributes based on current projections of taxable income, and therefore, expects to realize tax benefits. The annual tax benefits are computed by calculating the income taxes due, including such tax benefits, and the income taxes due without such tax benefits. Under the TRA, generally, the Company will retain the benefit of the remaining 15% of the applicable tax savings. As of September 30, 2021, the Company’s liability under the TRA on an undiscounted basis was $258.0 million, which is presented within Other non-current liabilities on the Condensed Consolidated Balance Sheet. The timing and amount of aggregate payments due under the TRA may vary based on a number of factors, including the amount and timing of the taxable income the Company and its subsidiaries generate each year, the tax rate then applicable and the use of net operating losses. The payment obligations under the TRA are the Company’s obligations and are not obligations of Constellation. Payments are generally due within a specified period of time following the filing of the Company’s annual tax return and interest on such payments will accrue from the original due date (without extensions) of the income tax return until the date paid. Payments not made within the required period after the filing of the income tax return generally accrue interest at a rate of LIBOR plus 3.00%. The TRA will remain in effect until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the TRA. The TRA will also terminate if the Company breaches its obligations under the TRA or upon certain mergers, asset sales, certain forms of business combinations, or other changes of control. If the Company exercises its right to terminate the TRA, or if the TRA is terminated early in accordance with its terms, the Company’s payment obligations would be accelerated based upon certain assumptions, including the assumption that the Company would have sufficient future taxable income to utilize such tax benefits. | NOTE 16 — INCOME TAXES U.S. and Non-U.S. components of Earnings (Loss) Before Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 U.S. $ (5.6) $ (119.3) $ (210.4) Non-U.S. (23.7) 43.0 (14.3) Total $ (29.3) $ (76.3) $ (224.7) Income Tax Provision (Benefit): Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Current U.S. $ 1.5 $ 2.3 $ 3.4 Non-U.S. 36.5 60.0 36.3 Total current expense 38.0 62.3 39.7 Deferred U.S. (37.1) (7.0) 14.2 Non-U.S. 8.3 (22.6) (39.5) Total deferred tax benefit (28.8) (29.6) (25.3) Income tax provision $ 9.2 $ 32.7 $ 14.4 Reconciliation to Statutory Provision A reconciliation of income taxes computed at Luxembourg’s statutory income tax rate of 24.9% and our provision for income taxes is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Statutory provision (benefit) $ (7.3) $ (19.0) $ (56.0) U.S. state income taxes, net of federal benefit (9.7) (3.1) (1.8) Foreign earnings taxed at different rates 2.8 2.7 11.9 Permanent differences 0.8 9.2 11.2 Share-based compensation 16.9 — — Net change in valuation allowance (6.5) (12.0) 2.2 Audit settlements and changes to unrecognized tax benefits (10.3) 8.1 17.1 Deferred tax asset adjustments 5.2 11.7 16.9 Net change in estimate of prior period tax (4.6) 2.8 10.1 Change in tax laws 14.5 23.4 (26.0) Withholding taxes 8.8 5.4 4.7 Goodwill impairment — — 15.7 Other (1.4) 3.5 8.4 Income Tax Provision $ 9.2 $ 32.7 $ 14.4 For 2020, the difference in the statutory income tax benefit of $(7.3) million and the recorded income tax provision of $9.2 million was primarily attributable to $16.9 million of income tax expense related to non- deductible share-based compensation and $14.5 million of income tax expense driven by changes to tax laws impacting our deferred tax liabilities, offset by a net favorable change of $10.3 million from audit settlements and changes to unrecognized tax benefits. For 2019, the difference in the statutory income tax benefit of $(19.0) million and the recorded tax provision of $32.7 million was primarily attributable to $23.4 million of income tax expense driven by changes to tax laws impacting deferred tax liabilities, $11.7 million of unfavorable adjustments to deferred tax balances in foreign subsidiaries, $9.2 million of income tax expense related to the impact of permanent differences, and a net unfavorable change of $8.1 million from audit settlements and changes to unrecognized tax benefits. These increases to income tax expense were partially offset by a net $12.0 million decrease in the valuation allowance as a result of changes in the assessment of the realizability of non-U.S. deferred tax assets. For 2018, the difference in the statutory income tax benefit of $(56.0) million and the recorded tax provision of $14.4 million was primarily attributable to a net unfavorable change of $17.1 million from audit settlements and changes to unrecognized tax benefits, $16.9 million of unfavorable adjustments to deferred tax balances, $15.7 million of income tax expense related to non-deductible goodwill impairment, $11.9 million of income tax expense related to foreign earnings taxed at higher effective rates, and $11.2 million of income tax expense related to the impact of permanent differences. These increases to income tax expense were offset by a net $26.0 million income tax benefit related to changes to tax laws impacting deferred tax liabilities. Deferred Tax Balances Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Deferred Tax Assets Accruals not yet deductible for tax purposes $ 82.1 $ 56.2 Net operating loss carryforwards 82.4 75.7 U.S., Non-U.S. and state tax credits 12.2 3.2 Employee benefit items 46.4 38.0 Intercompany losses 36.0 35.8 Intercompany interest 34.7 26.0 Lease liability 16.0 20.7 Other 8.4 7.6 Gross deferred tax assets 318.2 263.2 Less: Valuation allowance (79.5) (102.1) Total deferred tax assets 238.7 161.1 Deferred Tax Liabilities Depreciation and amortization (33.7) (26.3) Unremitted foreign earnings (1.1) (1.7) Intangibles (324.4) (291.4) Other — (8.3) Total deferred tax liabilities (359.2) (327.7) Net deferred tax liability $ (120.5) $ (166.6) We have investments in various foreign subsidiaries. The unremitted earnings for investments in foreign subsidiaries are not considered to be indefinitely reinvested, and we have recognized a deferred tax liability related to those earnings. To the extent that there are outside basis differences beyond the unremitted earnings, we have not recognized a deferred tax liability as we are considered to be indefinitely reinvested in our foreign subsidiaries. Determination of the amount of unrecognized deferred taxes that would apply in recovering the outside basis differences in our foreign subsidiaries is impracticable due to the complexity of the calculations and the assumptions about the circumstances existing if and when remittance occurs. We have a U.S. federal NOL of $35.8 million (tax effected $7.5 million) which can be carried forward indefinitely. We also have U.S. state NOLs in the amount of $292.2 million (tax effected $18.4 million) which expire over various tax years. Of the $18.4 million U.S. state NOLs, $14.7 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have non-U.S. NOLs totaling $241.8 million (tax effected $56.5 million) which expire during various tax years. Of the $56.5 million non-U.S. NOLs, $11.4 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have $10.6 million of U.S. foreign tax credits, which expire in 2030. Of the $10.6 million of U.S. foreign tax credits, $7.6 million is not expected to be realized as of December 31, 2020 and as such, a valuation allowance has been recorded. We have $1.7 million of U.S. state research and development credits. We do not expect to use any of these state credits and as such, a valuation allowance has been recorded. Unrecognized Tax Benefits The following table summarizes the activity related to our gross unrecognized tax benefits: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Balance at beginning of period $ 74.9 $ 74.7 $ 47.7 Gross increases – tax positions in current period — 2.2 48.1 Decreases from settlements with tax authorities (13.2) — — Lapse of statute of limitations (1.6) (2.0) (21.1) Balance at end of period $ 60.1 $ 74.9 $ 74.7 The total amount of gross unrecognized tax benefits was $60.1 million, $74.9 million and $74.7 million as of December 31, 2020, 2019 and 2018 respectively, of which, $42.9 million, $57.8 million and $62.2 million, if recognized, would affect our effective tax rate, respectively. During the year ended December 31, 2020, gross unrecognized tax benefits decreased by approximately $14.8 million, primarily as a result of settling non-U.S. tax matters. The Company classifies interest expense and penalties related to liabilities for unrecognized tax benefits in the consolidated financial statements as income tax expense. As of December 31, 2020 and December 31, 2019, accrued interest and penalties related to unrecognized tax benefits totaled $8.1 million and $7.5 million, respectively. Our U.S. federal income tax return is subject to examination for a period of three years after its filing date. The earliest year open is the tax year 2018. Income tax returns in non-U.S. jurisdictions have statutes of limitations generally ranging from three to five years after their filing date. We have various non-U.S. returns in the process of examination but have largely concluded all other income tax matters for the years prior to 2012. We believe that an adequate provision has been made for any adjustments that may result from the ongoing examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolutions occurs. Although the timing of resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
COMMITMENTS AND CONTINGENCIES | NOTE 14 — 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 these matters should not have a material adverse effect on the Company’s consolidated financial position or results of operations or cash flows. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. Guarantees and Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: ● Product 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 ● Intellectual property warranties by us to third parties in which we have agreed to indemnify the licensee against third party infringement claims. | NOTE 17 — COMMITMENTS AND CONTINGENCIES At times, we are subject to governmental investigations and various legal actions and claims from governmental agencies and other parties. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We record a liability in the Consolidated Financial Statements for loss contingencies when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from these matters are inherently difficult to predict. Management believes that the ultimate disposition of these matters should not have a material adverse effect on the Company’s consolidated financial position or results of operations or cash flows. Environmental Matters We are subject to loss contingencies resulting from environmental laws and regulations, and we accrue for anticipated costs associated with investigatory and remediation efforts when an assessment has indicated that a loss is probable and can be reasonably estimated. These accruals are not reduced by potential insurance recoveries, if any. We do not believe that it is reasonably possible that our liability in excess of the amounts that we have accrued for environmental matters will be material to our consolidated financial condition or results of operations. Environmental liabilities are reassessed whenever circumstances become better defined or remediation efforts and their costs can be better estimated. We evaluate these liabilities periodically based on available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the methods and extent of remediation and the apportionment of costs among potentially responsible parties. As some of these issues are decided (the outcomes of which are subject to uncertainties) or new sites are assessed and costs can be reasonably estimated, we adjust the recorded accruals, as necessary. We believe that these exposures are not material to our consolidated financial condition or results of operations. We believe that we have adequately reserved for all probable and estimable environmental exposures. Guarantees and Indemnification Obligations We are a party to many contracts containing guarantees and indemnification obligations. These contracts primarily consist of: ● Product 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 ● Intellectual property warranties by us to third parties in which we have agreed to indemnify the licensee such third parties against infringement claims. Asset retirement obligations We have recorded asset retirement obligations primarily associated with asbestos abatement, lease restitution and the removal of underground tanks. Our asset retirement obligation liabilities were $6.6 million and $5.6 million at December 31, 2020 and December 31, 2019, respectively. We also recorded assets within property and equipment, net which included $0.5 million and $0.5 million related to buildings and $0.2 million and $0.4 million related to leasehold improvements as of December 31, 2020 and December 31, 2019, respectively. We did not have accretion expense for the years ended December 31, 2020 and December 31, 2019. |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
RELATED PARTY TRANSACTIONS | NOTE 15 — RELATED PARTY TRANSACTIONS Bain Capital On September 6, 2017, in conjunction with the Diversey Acquisition, we entered into a management agreement with Bain Capital, our previous Sponsor. Pursuant to the management agreement, we paid Bain Capital a fee for advisory, consulting and other services (the “Management Fee”). Pursuant to the management agreement, we paid an annual management fee of $7.5 million plus Bain Capital’s reasonable out-of-pocket expenses. Upon closing of the IPO, the management agreement terminated pursuant to its terms, and we paid Bain Capital a lump sum amount of $17.5 million. During the three months ended September 30, 2020, we recorded $1.8 million of Management Fee expense. During the nine months ended September 30, 2021 and September 30, 2020, we recorded $19.4 million and $5.6 million of Management Fee and termination fee expenses, respectively. In addition to the Management Fee and prior to the termination of the management agreement, we paid consulting fees to Bain Capital for services related to future transactions or in consideration of any additional services. For the three months ended September 30, 2021 and September 30, 2020, we paid Bain Capital zero and $2.9 million, respectively, for consulting fees. For the nine months ended September 30, 2021 September 30, 2020 There were no fees due to Bain Capital at September 30, 2021 or December 31, 2020. Beginning in 2019, Phil Wieland served as our interim CFO while employed by Bain Capital. We did not pay a separate salary under the terms of the management agreement. Mr. Wieland was named interim CEO in January of 2020 and was later named permanent CEO in July of 2020. We may conduct business with other Bain Capital affiliates from time to time in the normal course of business. Although we may have common owners with these affiliates depending upon the Bain Capital fund ownership structure, we believe the terms were comparable to terms available or amounts that would be paid or received, as applicable, in an arm’s-length transaction with a party unrelated to us. | NOTE 18 — RELATED PARTY TRANSACTIONS Bain On September 6, 2017, in conjunction with the Diversey acquisition, we entered into a management agreement with Bain, our Sponsor. Pursuant to the management agreement, we pay Bain a fee for advisory, consulting and other services (the “Management Fee”). Pursuant to the management agreement, we will pay an annual management fee of $7.5 million plus Bain’s reasonable out-of-pocket expenses. The Management Fee is payable on a quarterly basis in advance on or before the start of each calendar quarter. During the year ended December 31, 2020, 2019 and 2018, we recorded $7.5 million, $7.5 million and $7.5 million of Management Fee expenses, respectively. In addition to the management fee, we may pay consulting fees to Bain for services related to future transactions or in consideration of any additional services provided to us under the management agreement. For the years ended December 31, 2020 and 2019 we paid Bain $9.8 million of consulting fees. For the year ended December 31, 2018 we did not pay Bain consulting fees. There are no amounts due to Bain at December 31, 2020 and December 31, 2019. Beginning in 2019, Phil Wieland served as our interim CFO while employed by Bain. We did not pay a separate salary under the terms of the management agreement. Mr. Wieland was named interim CEO in January of 2020 and was later named permanent CEO in July of 2020. We may conduct business with other Bain affiliates from time to time in the normal course of business. Although we may have common owners with these affiliates depending upon the Bain fund ownership structure, we believe the terms were comparable to terms available or amounts that would be paid or received, as applicable, in an arm’s-length transaction with a party unrelated to us. Investment in Virox As discussed in Note 3, we, along with Virox, are parties to inter-entity transactions that include a distribution agreement, royalty agreement and a supply agreement. Under a distribution agreement, we recognized revenue totaling $85.1 million for the year ended December 31, 2019. We also recognized royalty expense of $3.3 million during the year ended December 31, 2019, respectively. We purchased $42.4 million inventory from Virox for the year ended December 31, 2019 under the supply agreement. As discussed in Note 5, on December 17, 2019, Diversey acquired all Intellectual Property (IP) of Virox Holdings, Inc. and Virox International Holdings, Inc., including patents, trademarks, copyrights, trade secrets, third party licenses, associated income, all technology, regulatory master registrations (EPA, Biocidal Products Regulations) and other rights and licenses required to operate the IP. The IP was valued at $37.4 million (cash purchase agreement of $34.2 million and a non-exclusive license back to Virox of that IP for specific sectors (excluding healthcare), valued at $3.2 million). Virox was provided a global royalty free non-exclusive license (License Agreement) under the current IP (current and pending Virox patents only) in perpetuity in order to continue its existing private label and branded business for the markets it currently serves. Additionally, Virox acquired Diversey’s shares held in Virox Holdings, Inc. and Virox International Holdings Inc, by way of a cash purchase agreement of $27.1 million, resulting in a gain of $13.0 million. The Company accounted for its investment in Virox under the equity method, this investment was initially recognized at fair value as part of the Diversey Acquisition. The carrying amount of the investment was adjusted to recognize changes in the Company’s share of net assets of Virox since the acquisition date. |
SHARE-BASED COMPENSATION_2
SHARE-BASED COMPENSATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | ||
SHARE-BASED COMPENSATION | NOTE 16 — SHARE-BASED COMPENSATION Compensation Expense Share-based compensation expense is recognized on a straight-line basis over the requisite service periods, and our policy is to recognize forfeitures as they occur. Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Cost of sales $ 0.9 $ — $ 6.9 $ — Selling, general and administrative expenses 15.1 0.6 92.4 1.2 Total $ 16.0 $ 0.6 $ 99.3 $ 1.2 Awards Classified as Equity Pre-IPO Management Equity Incentive Plan and Exchange to Restricted Shares During 2018, Constellation S.à r.l, a subsidiary of the Company, adopted a management equity incentive plan (“MEIP”), consisting of Class B through Class F shares (“MEIP Shares”) granted to certain domestic and foreign employees (“Participants”). Prior to the IPO, the value of the MEIP Shares was classified as a liability, and was remeasured at each reporting period. Upon closing of the IPO and following the Reorganization Transactions, the MEIP Shares were converted into (i) vested ordinary shares which correspond to the value of MEIP Shares that were vested as of the consummation of the IPO and (ii) restricted ordinary shares which correspond to the value of MEIP Shares that were nonvested as of the consummation of the IPO. The restricted ordinary shares will vest on the same terms and conditions as applied to the MEIP Shares to which they relate, and are not subject to performance conditions. Compensation expense of $12.1 million and $0.5 million was recorded for the three months ended September 30, 2021 and September 30, 2020, respectively. Compensation expense of $60.8 million and $1.1 million was recorded for the nine months ended September 30, 2021 and September 30, 2020, respectively. The conversion of MEIP shares and exchange for vested ordinary shares resulted in $68.1 million being reclassified from Non-current liabilities to Additional paid-in capital during the nine months ended September 30, 2021. Future vesting of restricted ordinary shares will also be credited to Additional paid-in capital. A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at September 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (1,186,014) 15.00 Forfeited (7,540) 15.00 Nonvested at September 30, 2021 6,569,677 $ 15.00 2021 Omnibus Incentive Plan On March 24, 2021, our Board adopted the 2021 Omnibus Incentive Plan (“2021 Plan”), pursuant to which employees, consultants and directors of our Company and our affiliates performing services for us, including our executive officers, are eligible to receive awards. The 2021 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, bonus shares, dividend equivalents, other share-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders. We have reserved 15,000,000 ordinary shares (inclusive of issued and outstanding awards) for issuance under the 2021 Plan. Restricted Share Units Restricted Share Units (“RSUs”) are accounted for using the fair value method, which requires measurement and recognition of compensation expense for awards based upon the grant-date fair value. RSUs are generally subject to service-based vesting or cliff vesting. Compensation expense of $1.8 million and $6.3 million was recorded for the three and nine months ended September 30, 2021, respectively. A summary of changes in outstanding nonvested RSUs is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,607,988 15.00 Vested (189,120) 15.00 Forfeited — — Nonvested at September 30, 2021 1,418,868 $ 15.00 Awards Classified as Liabilities Long-Term Incentive Plan During 2018 certain employees were granted awards under a cash long-term incentive plan (“LTIP”). No vesting or payout occurred for the LTIP awards until the occurrence of an Exit Event, as defined in the cash LTIP agreement. The closing of the IPO was an Exit Event. Upon an Exit Event requiring achievement of a specified performance target, the LTIP payout amount would have been the sum of a Time-Based Payout and Performance-Based Payout, both as defined in the cash LTIP agreement. The value of the LTIP is classified as a liability. Compensation expense of $1.2 million and $29.7 million was recorded for the three and nine months ended September 30, 2021, respectively. Prior to the IPO, we determined it was not probable that the performance conditions would be met, therefore, no resulting compensation expense was recorded for the three or nine months ended September 30, 2020, or for any period prior to the IPO. Cash-Settled Restricted Share Units Upon closing of the IPO, certain employees were granted cash-settled restricted stock unit awards based on the share price on the date of the IPO. These awards cliff-vest after three years from the date of grant and will be settled in cash based on the Company’s share price on the vesting date. The value of the cash-settled restricted stock units is classified as a liability. Compensation expense of $0.9 million and $2.5 million was recorded for the three and nine months ended September 30, 2021, respectively. | NOTE 19 — SHARE-BASED COMPENSATION During 2018 we implemented a management equity incentive plan (MEIP) and cash long-term incentive plan (LTIP), whereby grants were made pursuant to each plan to certain employees. These awards are accounted for under ASC 718, Compensation-Stock Compensation. MEIP During 2018, Constellation S.à.r.l., a subsidiary of the Company, adopted a management equity incentive plan (MEIP), consisting of Class B through Class F incentive shares (Incentive Shares) granted to certain domestic and foreign employees (Participants). The Class B Incentive Shares, which represent 50% of the awards, vest ratably, except for the occurrence of a Change in Control, as defined in the Security holder Agreement (SHA), whereby vesting accelerates to 100%. Vesting does not accelerate upon completion of an initial public offering as it does not constitute a Change in Control under the SHA. Participants are entitled to receive distributions as/when paid by the issuer, in the amounts determined in the SHA and are subject to a waterfall distribution. Class C through Class F participants are also subject to certain performance targets within the distribution waterfall. The SHA contains an employer call option whereby we have the option to repurchase the Incentive Shares upon employee termination based upon amounts outlined in the SHA. For the majority of our awards, as the issuer’s intent is to exercise the call option upon employee termination, the awards must be classified as a liability, and will be remeasured at each reporting period. We also have certain awards that are not subject to call options and classified as equity. In 2019, the Class F shares were exchanged pro rata for Class C through Class E shares. Compensation expense is recognized straight-line over the requisite service period, which is determined to be approximately five years due to the call option feature included in the awards. For the year ended December 31, 2020, we recorded $67.5 million in compensation expense valuing our awards at fair value in accordance with ASC 718. For the year ended December 31, 2019, we recorded $3.0 million in compensation expense, of which $1.2 million was recorded through equity, valuing our awards at intrinsic value in accordance with ASC 718. We did not record any compensation expense or liability for the year ended December 31, 2018. We have not recorded any compensation expense or liability for our performance-based awards for the years ended December 31, 2020, 2019 and 2018 as the performance conditions are not probable of being met. Our policy is to recognize forfeitures as they occur. As of December 31, 2020, there was $85.9 million of unrecognized compensation expense related to the non-vested awards. The cost is expected to be recognized over a weighted-average period of 2.3 years. The following is a summary of Incentive Shares activity as of and for the years ended December 31, 2020, December 31, 2019 and December 31, 2018: Shares Shares granted during 2018 7,187,341 Shares forfeited during 2018 (1,685,689) Total shares outstanding at December 31, 2018 5,501,652 Shares granted during 2019 2,220,039 Shares forfeited during 2019 (1,806,372) Total shares outstanding at December 31, 2019 5,915,319 Shares granted during 2020 2,946,707 Shares forfeited during 2020 (195,659) Total shares outstanding at December 31, 2020 8,666,367 Shares available to be issued at December 31, 2020 698,654 Total shares authorized at December 31, 2020 9,365,021 Vested shares at December 31, 2020 1,682,307 LTIP During 2019 the issuer also granted certain employees LTIP awards. No vesting or payout occurs for the LTIP awards until the occurrence of an Exit Event, as defined in the Cash LTIP agreement. Upon an Exit Event under which a specified performance target is achieved, the LTIP payout amount is the sum of a Time-Based Payout and Performance-Based Payout, both as defined. At December 31, 2020, we determined it is not probable that the performance conditions will be met. Therefore, |
RESTRUCTURING ACTIVITIES_2
RESTRUCTURING ACTIVITIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTRUCTURING ACTIVITIES | ||
RESTRUCTURING ACTIVITIES | NOTE 17 — RESTRUCTURING AND EXIT ACTIVITIES In the third quarter of 2021, the Company exited certain businesses that leased equipment to customers under sales-type leases, as we further refine our business model and our strategy of selling solutions to customers. In 2018, the Company began a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. These activities primarily consisted of a reduction in headcount to realign our personnel resources with the Company’s business needs. The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Lease receivable contracts, net $ 16.5 $ — $ 16.5 $ — Inventory and Property and equipment 0.4 — 0.4 — Employee termination benefits 2.9 2.0 5.5 5.3 Restructuring and exit costs 19.8 2.0 22.4 5.3 Other associated restructuring charges 1.1 0.3 5.5 1.8 Total $ 20.9 $ 2.3 $ 27.9 $ 7.1 Restructuring and exit costs are presented separately on the Condensed Consolidated Statements of Operations. Other associated restructuring costs are recorded within Transition and transformation costs on the Condensed Consolidated Statements of Operations. The following table provides the details for the restructuring and exit cost liabilities: Lease Inventory and Employee Receivable Property and Termination (in millions) Contracts, Net Equipment Benefits Total Balance as of December 31, 2020 $ — $ — $ 26.3 $ 26.3 Accrual and accrual adjustments 16.5 0.4 5.5 22.4 Cash payments during period — — (15.7) (15.7) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of September 30, 2021 $ 16.5 $ — $ 15.9 $ 32.4 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 September 30, 2021. We anticipate paying the employee termination benefits of $15.9 million in the restructuring accrual within the next twelve months. Restructuring and exit costs by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 19.5 $ 0.5 $ 20.8 $ 2.9 Food & Beverage 0.3 — 1.2 0.6 Corporate — 1.5 0.4 1.8 Total $ 19.8 $ 2.0 $ 22.4 $ 5.3 | NOTE 20 — RESTRUCTURING ACTIVITIES In the first quarter of 2018, the Company began a series of strategic initiatives aimed at maintaining a competitive cost structure and workforce optimization. These activities primarily consisted of a reduction in headcount to realign our personnel resources with the Company’s business needs. The following table details our restructuring activities as reflected in the Consolidated Statements of Operations is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Restructuring charges $ 25.6 $ 19.8 $ 24.9 Other associated restructuring charges 4.7 6.5 6.4 Total $ 30.3 $ 26.3 $ 31.3 Restructuring charges are recorded separately on the Consolidated Statements of Operations. Other associated restructuring charges are recorded within transition and transformation costs on the Consolidated Statements of Operations. The following table provides the details for the restructuring accrual for the year ended December 31, 2020 and December 31, 2019, respectively: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Restructuring accrual at beginning of period $ 13.4 $ 9.5 Accrual and accrual adjustments 25.6 19.8 Cash payments during period (12.5) (16.1) Foreign currency translation (0.2) 0.2 Restructuring accrual at end of period $ 26.3 $ 13.4 We anticipate paying the remaining $26.3 million of restructuring accrual within the next twelve months. This amount is included in Accrued restructuring costs on the Consolidated Balance Sheet at December 31, 2020. Restructuring charges by segment were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 25.6 $ 6.9 $ 7.7 Food & Beverage 0.8 0.8 4.1 Corporate/Unallocated 3.9 18.6 19.5 Total $ 30.3 $ 26.3 $ 31.3 |
ACCUMULATED OTHER COMPREHENSI_5
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ||
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 18 — ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables provide detail of comprehensive loss: Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 31.3 7.8 39.1 Amounts reclassified from AOCI to net income — — (6.8) (6.8) Net change — 31.3 1.0 32.3 Balance September 30, 2021 $ (42.6) $ (122.8) $ (15.0) $ (180.4) Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (1.2) (99.7) (21.8) (122.7) Amounts reclassified from AOCI to net income — — — — Net change (1.2) (99.7) (21.8) (122.7) Balance September 30, 2020 $ (14.8) $ (154.4) $ (18.0) $ (187.2) | NOTE 21 — ACCUMULATED OTHER COMPREHENSIVE LOSS The following table provides detail of comprehensive loss for the year ended December 31, 2020 and the year ended December 31, 2019, respectively: Cash flow Accumulated Cumulative hedging Other Unrecognized Translation activities, net Comprehensive (in millions) Pension Items Adjustment of tax Loss Balance December 31, 2018 $ (10.9) $ (84.5) $ 0.6 $ (94.8) Other comprehensive (loss) income before reclassifications (2.7) 29.8 2.7 29.8 Amounts reclassified from AOCI to net income — — 0.5 0.5 Net change (2.7) 29.8 3.2 30.3 Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (28.2) (99.4) (15.0) (142.6) Amounts reclassified from AOCI to net income (0.8) — (4.8) (5.6) Net change (29.0) (99.4) (19.8) (148.2) Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) The following table provides details of amounts reclassified from accumulated other comprehensive income during the year ended December 31, 2020 and December 31, 2019: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Defined benefit plans and other post-employment benefits: Prior service costs $ (1.4) $ — Actuarial gain (losses) 0.6 — Total pre-tax amount (0.8) — Tax expense (benefit) 0.2 — Net of tax (0.6) — Reclassifications from unrealized gains/losses from derivative instruments: Net gains (losses) on cash flow hedging derivatives: Foreign currency forward contracts 0.5 0.2 Interest rate and currency swaps (5.3) 0.5 Total pre-tax amount (4.8) 0.7 Tax expense (benefit) 1.0 (0.2) Net of tax (3.8) 0.5 Total reclassifications for the period $ (4.4) $ 0.5 |
SEGMENTS_2
SEGMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SEGMENTS | ||
SEGMENTS | NOTE 19 — 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, our net sales are comprised of commercial cleaning, sanitation and hygiene products and solutions for food safety and service, food and beverage plant operations, floor care, housekeeping and room care, laundry and hand care. Net sales for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 487.2 $ 522.4 $ 1,431.5 $ 1,490.6 Food & Beverage 177.7 158.7 515.0 471.2 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 84.3 $ 89.2 $ 233.5 $ 253.2 Food & Beverage 34.3 26.4 101.3 83.9 Total $ 118.6 $ 115.6 $ 334.8 $ 337.1 The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated income (loss) before income tax provision (benefit): Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 118.6 $ 115.6 $ 334.8 $ 337.1 Corporate costs (12.0) (8.8) (34.2) (32.2) Interest expense (25.8) (32.4) (97.4) (94.8) Interest income 0.8 1.2 2.9 4.6 Amortization expense of intangible assets (24.2) (24.8) (72.6) (74.0) Depreciation expense included in cost of sales (20.4) (21.4) (62.0) (64.4) Depreciation expense included in selling, general and administrative expenses (2.9) (2.3) (6.9) (6.2) Transition and transformation costs and non-recurring costs (1) (7.5) (11.2) (33.1) (20.0) Restructuring and exit costs (2) (19.8) (2.0) (22.4) (5.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) 2.9 0.3 2.7 (0.3) Adjustment to tax indemnification asset (4) (0.1) (0.1) (1.4) (1.4) Merger and acquisition-related cost (5) — (0.9) — (0.9) Bain Capital management fee (6) — (1.8) (19.4) (5.6) Non-cash pension and other post-employment benefit plan (7) 4.3 3.5 12.0 9.7 Unrealized foreign currency exchange gain (loss) (8) 2.4 8.8 (5.2) 17.6 Factoring and securitization fees (9) (1.4) (1.3) (3.6) (3.2) Share-based compensation (10) (16.0) (0.6) (99.3) (1.2) Tax receivable agreement adjustments (11) — — (4.1) — Loss on extinguishment of debt (12) (15.6) — (15.6) — Realized foreign currency exchange loss on debt refinancing (13) (4.5) — (4.5) — Other items (1.7) (1.7) (2.8) (2.3) Income (loss) before income tax provision (benefit) $ (22.9) $ 20.1 $ (132.1) $ 57.2 (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary to become a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 17 — Restructuring and Exit Activities. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine Peso to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during the nine months ended September 30, 2021. (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) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 5 — Financial Statement Details. (10) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (11) Represents the adjustment to our Tax Receivable Agreement liability primarily due to changes in tax laws that impact the realizability of the attributes of the Tax Receivable Agreement. See Note 13 — Income Taxes. (12) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 8 — Debt and Credit Facilities. (13) For the three and nine months ended September 30, 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million on the refinancing of the Senior Secured Credit Facilities. See Note 8 — Debt and Credit Facilities. Geographic Regions Net sales (1) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 82.9 $ 84.6 $ 245.5 $ 249.5 Europe 313.8 280.3 841.8 840.2 Latin America 45.5 37.2 133.6 124.7 Middle East & Africa 63.0 52.5 170.9 164.9 North America (2) 159.7 226.5 554.7 582.5 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and nine months ended September 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $120.5 million and $175.4 million for the three months ended September 30, 2021 and 2020, respectively, and $390.4 million and $463.7 million for the nine months ended September 30, 2021 and 2020, respectively. | NOTE 22 — 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. During the fourth quarter of 2020, the Company reorganized its business structure, which reflects the method by which the chief operating decision maker of Company assesses its performance and allocates its resources. Our new reportable segment structure includes two segments: (i) Institutional; and (ii) Food and Beverage (“F&B”). All prior period information has been recast to reflect these two segments as our new reportable segments. Prior to our re-segmentation in the fourth quarter of 2020, our historical reportable segments were five geographic regions: (i) North America; (ii) Europe; (iii) Asia-Pacific; (iv) Middle East and Africa; and (v) Latin America. 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 & 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, Pharma, 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. As described in Note 1, our Net Sales are comprised of commercial cleaning, sanitation and hygiene products and solutions for food safety and service, food and beverage plant operations, floor care, housekeeping and room care, laundry and hand care. Net sales for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 1,995.3 $ 1,979.1 $ 2,023.9 Food & Beverage 633.9 644.8 664.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 340.7 $ 296.4 $ 279.8 Food & Beverage 114.4 101.9 99.6 Total $ 455.1 $ 398.3 $ 379.4 The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated loss before income tax provision: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Adjusted EBITDA for reportable segments $ 455.1 $ 398.3 $ 379.4 Corporate costs (14) (53.9) (58.5) (57.8) Interest expense (127.7) (141.0) (135.2) Interest income 5.9 7.5 5.8 Amortization expense of intangible assets acquired (98.2) (93.7) (91.2) Depreciation expense included in cost of sales (89.5) (84.4) (73.4) Depreciation expense included in selling, general and administrative expenses (7.9) (7.4) (7.6) Impairment of goodwill (1) — — (68.5) Transition and transformation costs and non-recurring costs (2) (42.5) (52.8) (120.6) Restructuring costs (3) (25.6) (19.8) (24.9) Foreign currency loss related to Argentina subsidiaries (4) (1.6) (11.4) (3.4) Adjustment to tax indemnification asset (5) (2.8) (7.1) (31.0) Merger and acquisition-related cost (6) (1.0) (0.3) (7.3) Acquisition accounting adjustments (7) — (1.9) (5.3) Bain Capital management fee (8) (7.5) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (9) 12.9 8.8 10.5 Foreign currency loss (gain) (10) 25.1 (10.8) 16.3 Factoring and securitization fees (11) (4.3) (3.4) (0.6) Share-based incentive compensation (12) (67.5) (3.0) — Gain on sale of business and investments (13) — 13.0 — Other items 1.7 (0.9) (2.4) Loss before income tax provision $ (29.3) $ (76.3) $ (224.7) (1) Represents impairment of goodwill primarily due to significant currency devaluation and volatility, as well as deterioration in economic conditions in Latin America and the Middle East and currency devaluation and lower than expected performance in Europe and North America. (2) In the period following the 2017 Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2020 include those necessary to become a publicly traded Company. (3) Includes costs related to restructuring programs including expenses mainly related to reduction in headcount. (4) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentinian Peso to the U. S. dollar and remeasurement charges/credits are recorded in our consolidated statements of operations rather than as a component of Cumulative Translation Adjustment on our consolidated balance sheets. (5) In connection with the 2017 Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. Refer to Note 16 for additional information. (6) In connection with the 2017 Acquisition, Twister Acquisition, Zenith Acquisition, Virox Acquisition, Wypetech Acquisition, and SaneChem Acquisition, we incurred acquisition-related costs during the years ended December 31, 2020. December 31, 2019 and December 31, 2018. These costs consisted primarily of investment banking, legal and other professional advisory services costs. (7) In connection with the 2017 Acquisition, Twister Acquisition and Zenith Acquisition, we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (8) Represents the fees paid to Bain Capital pursuant to a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. (9) 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. Refer to Note 14 for additional information. (10) Represents the unrealized foreign exchange impact on our operations. The gain recorded in the periods were primarily due to the impact of the strengthening of the U.S dollar to the euro on our U.S dollar denominated debt. For the year ended December 31, 2018, this item also includes a restructuring of certain intercompany loans related to a legal reorganization in connection with our tax planning strategy. (11) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 6 for additional information. (12) Represents compensation expense associated with our Management Equity Incentive Plan (“MEIP”) awards. Refer to Note 19 for additional information. (13) Represents the non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 for more information. (14) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. The following table shows assets allocated by reportable segments. Assets allocated by reportable segment include trade receivables, net and inventories. Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Institutional $ 492.2 $ 481.4 Food & Beverage 132.2 153.9 Corporate 3,661.7 3,578.2 Total $ 4,286.1 $ 4,213.5 Geographic Regions Net sales (1) Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 North America (2) $ 784.2 $ 581.1 $ 576.1 Latin America 168.7 203.3 226.1 Europe 1,132.9 1,189.4 1,225.3 Middle East & Africa 217.2 255.6 253.4 Asia Pacific 326.2 394.5 407.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Long-lived assets and right of use assets (3) December 31, December 31, (in millions) 2020 2019 North America (4) $ 76.5 $ 70.1 Latin America 14.4 16.3 Europe 136.8 146.2 Middle East & Africa 11.6 13.6 Asia Pacific 16.7 20.7 Total $ 256.0 $ 266.9 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the years ended December 31, 2020, 2019 or 2018. (2) Net sales to external customers within the U.S. were $610.9 million, $474.2 million and $463.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. (3) No non-U.S. country accounted for long-lived assets and right of use assets in excess of 10% of consolidated long-lived assets and right of use assets at December 31, 2020 and 2019. (4) Long-lived assets and right of use assets within the U.S. were $56.6 million and $55.0 million as of December 31, 2020 and 2019. |
EARNINGS (LOSS) PER SHARE_2
EARNINGS (LOSS) PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | ||
EARNINGS (LOSS) PER SHARE | NOTE 20 — EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in millions, except per share amounts) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (42.1) $ (42.1) $ 13.0 $ 13.0 $ (139.1) $ (139.1) $ 33.3 $ 33.3 Weighted average shares outstanding (1) 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share – weighted average shares 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Earnings (loss) per share $ (0.14) $ (0.14) $ 0.05 $ 0.05 $ (0.49) $ (0.49) $ 0.14 $ 0.14 (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For the three and nine months ended September 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. | NOTE 23 — EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: Year Ended Year Ended Year Ended December 31, December 31, December 31, Basic and Diluted Loss Per Share: 2020 2019 2018 Net loss attributable to common shareholders $ (38.5) $ (109.0) $ (239.1) Weighted average shares outstanding (a)(b) 243.2 141.7 141.3 Basic and diluted loss per share $ (0.16) $ (0.77) $ (1.69) (a) As described in Note 3 , the more dilutive effect of applying either the two-class method or the treasury stock method is used for the participating securities. Generally, the two-class method is more dilutive. Since the participating securities do not participate in losses of the Company, there was no allocation of losses to these securities for all periods presented above as the Company was in a net loss position. Therefore, the effects of the participating securities was not included under either method . (b) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 21 — SUBSEQUENT EVENTS On October 25, 2021, we terminated our agreement with Factofrance to sell certain trade receivables, without recourse, of eight Diversey subsidiaries located in the United Kingdom, Spain, France, Netherlands, Poland, Germany, Italy and Portugal under individually executed RPAs. On October 25, 2021, we amended our arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis, to include European customer receivables that were previously covered by our agreement with Factofrance and to increase the maximum funding from $75.0 million to up to $100.0 million for receivables sold. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SIGNIFICANT ACCOUNTING POLICIES | ||
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 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, 2020 included in the Company’s Prospectus dated March 24, 2021 filed with the SEC in connection with the IPO. | |
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, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation 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. | Use of Estimates The preparation of the consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, 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, estimates related to self-insurance such as the aggregate liability for uninsured claims using historical experience, insurance and actuarial estimates and estimated trends in claim values, fair value measurement of assets, costs for incentive compensation and accruals for commitments and contingencies. Management reviews these estimates and assumptions periodically and reflects the effects of any revisions in the consolidated financial statements in the period management determines any revisions to be necessary. Actual results could differ materially from these estimates. |
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 Condensed Consolidated Financial Statements. Recently Adopted Pronouncements There were no accounting pronouncements which were adopted during the current period that had a material impact on our Condensed Consolidated Financial Statements. Recently Issued Accounting Standards Facilitation of the Effects of Rate Reform In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope | 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. |
REVENUE RECOGNITION (Tables)_2
REVENUE RECOGNITION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
REVENUE RECOGNITION | ||
Revenues from contracts with customers summarized by region | Three Months Nine Months Ended September 30, Ended September 30, (in millions) 2021 2020 2021 2020 Europe $ 313.0 $ 291.6 $ 838.9 $ 837.5 North America 158.0 221.3 549.8 577.3 Asia Pacific 81.2 73.3 239.4 238.2 Middle East and Africa 63.0 52.5 170.9 164.9 Latin America 45.5 37.1 133.6 124.6 Revenue from contracts with customers 660.7 675.8 1,932.6 1,942.5 Other revenue (Leasing: Sales-type and Operating) 4.2 5.3 13.9 19.3 Total revenue $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Europe $ 1,129.3 $ 1,186.9 $ 1,227.8 North America 777.2 574.8 564.3 Asia Pacific 312.0 371.6 381.4 Middle East and Africa 217.2 255.6 253.3 Latin America 168.5 203.0 225.9 Topic 606 Revenue 2,604.2 2,591.9 2,652.7 Non-Topic 606 Revenue (Leasing: Sales-type and Operating) 25.0 32.0 35.4 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 |
ACQUISITIONS (Tables)_2
ACQUISITIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACQUISITIONS | ||
Fair values of the net assets acquired | The following table summarizes the final fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) SaneChem Cash and cash equivalents $ 2.1 Trade receivables 2.0 Inventories 1.4 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.7 Other non-current assets 0.1 Intangible assets 10.1 Accounts payable (0.9) Other current liabilities (0.8) Deferred taxes (1.8) Net assets acquired before goodwill on acquisition 13.0 Goodwill on acquisition 8.6 Net assets acquired $ 21.6 The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Wypetech Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 | The following table summarizes the preliminary fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) Cash and cash equivalents $ 2.3 Trade receivables 1.6 Inventories 1.7 Accounts payable (1.0) Other current liabilities (0.6) Other non-current liabilities (0.1) Net assets acquired before goodwill on acquisition 3.9 Goodwill on acquisition 17.9 Net assets acquired $ 21.8 The following table summarizes the final fair values of the net assets acquired as of the July 1, 2020 acquisition date: (in millions) Cash and cash equivalents $ 0.6 Trade receivables 2.1 Inventories 1.5 Prepaid expenses and other current assets 0.1 Property, plant and equipment 0.6 Intangible assets 9.5 Accounts payable (4.0) Other current liabilities (0.1) Net assets acquired before goodwill on acquisition 10.3 Goodwill on acquisition 22.0 Net assets acquired $ 32.3 The following table summarizes the finalized fair values of the net assets acquired as of the April 16, 2018 acquisition date: (in millions) Cash and cash equivalents $ 2.1 Trade receivables 17.4 Other receivables 0.7 Inventories 9.3 Prepaid expenses and other current assets 1.1 Property and equipment 7.3 Identifiable intangible assets 74.4 Other non-current assets 10.6 Accounts payable (17.7) Other current liabilities (4.2) Deferred income taxes, net (14.4) Other non-current liabilities (0.8) Net assets acquired before goodwill on acquisition 85.8 Goodwill on acquisition 47.8 Net assets acquired $ 133.6 |
FINANCIAL STATEMENT DETAILS (_2
FINANCIAL STATEMENT DETAILS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FINANCIAL STATEMENT DETAILS | ||
Net inventory balances | Our net inventory balances were: (in millions) September 30, 2021 December 31, 2020 Raw materials $ 66.4 $ 60.8 Work in process 2.6 3.7 Finished goods 258.5 217.9 $ 327.5 $ 282.4 | As of December 31, 2020 and December 31, 2019, our net inventory balances, were: December 31, December 31, (in millions) 2020 2019 Raw materials $ 60.8 $ 36.3 Work in process 3.7 3.5 Finished goods 217.9 169.2 $ 282.4 $ 209.0 |
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: Nine Months Ended September 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for (recovery of) bad debts (1.9) 15.0 Provision for lease receivables associated with exit activities 16.5 — Write-offs (2.7) (3.2) Balance, end of period $ 47.1 $ 40.4 | |
Components of prepaid expenses and other current assets | The components of prepaid expenses and other current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Prepaid expenses $ 32.0 $ 35.2 Income tax receivables 27.8 22.2 Restricted cash and compensating balance deposits 2.3 3.2 Other current assets 1.5 1.4 $ 63.6 $ 62.0 | As of December 31, 2020 and December 31, 2019, the components of prepaid expenses and other current assets were as follows: December 31, December 31, (in millions) 2020 2019 Prepaid expenses $ 35.2 $ 37.8 Income tax receivables 22.2 17.7 Restricted cash and compensating balance deposits 3.2 8.8 Other current assets 1.4 7.1 $ 62.0 $ 71.4 |
Components of other non-current assets | The components of other non-current assets were as follows: (in millions) September 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 145.2 $ 153.0 Tax indemnification asset 23.3 24.8 Lease receivables, net 19.6 30.2 Deferred financing fees — revolver 2.7 0.9 Restricted cash 5.0 5.7 Finance lease right-of-use assets, net 3.8 4.9 Operating lease right-of-use assets, net 53.6 62.8 Deferred taxes 58.2 60.6 Derivatives 6.6 — Other non-current assets 20.9 26.2 $ 338.9 $ 369.1 | As of December 31, 2020 and December 31, 2019, the components of other non-current assets were as follows: December 31, December 31, (in millions) 2020 2019 Dosing and dispensing equipment $ 153.0 $ 181.2 Tax indemnification asset 24.8 27.6 Lease receivables 30.2 40.5 Deferred financing fees – revolver 0.9 2.1 Restricted cash 5.7 5.2 Finance lease right-of-use assets, net 4.9 5.6 Operating lease right-of-use assets, net 62.8 89.1 Deferred taxes 60.6 54.4 Other non-current assets 26.2 32.5 $ 369.1 $ 438.2 |
Components of other current liabilities | The components of other current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 98.5 $ 131.9 Accrued customer volume rebates 132.4 146.0 Contingent consideration 7.0 3.3 Value added, general and sales tax payable 34.1 36.0 Accrued interest payable 0.5 24.6 Income taxes payable 8.5 6.0 Derivatives 9.6 8.8 Operating lease liabilities 20.0 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 75.2 63.3 $ 392.1 $ 512.4 | As of December 31, 2020 and December 31, 2019, the components of other current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Accrued salaries, wages and related costs $ 131.9 $ 109.6 Accrued customer volume rebates 146.0 148.9 Contingent consideration 3.3 3.5 Value added, general and sales tax payable 36.0 41.5 Accrued interest payable 24.6 30.1 Income taxes payable 6.0 19.4 Interest rate swaps 8.8 — Operating lease liabilities 22.9 31.9 Accrued share-based compensation 69.6 1.7 Other accrued liabilities 63.3 62.2 $ 512.4 $ 448.8 |
Components of other non-current liabilities | The components of other non-current liabilities were as follows: (in millions) September 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 178.2 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.1 43.7 Contingent consideration 0.2 4.9 Asset retirement obligations 6.5 6.6 Derivatives 17.3 12.0 Operating lease liabilities 32.0 38.8 Tax receivable agreement 258.0 — Other non-current liabilities 26.1 17.0 $ 563.6 $ 328.3 | As of December 31, 2020 and December 31, 2019, the components of other non-current liabilities were as follows: December 31, December 31, (in millions) 2020 2019 Defined benefit pension plan liability $ 203.1 $ 165.9 Other post-employment benefit plan liability 2.2 1.8 Uncertain tax positions 43.7 58.0 Contingent consideration 4.9 9.0 Asset retirement obligations 6.6 5.6 Interest rate swaps 12.0 — Operating lease liabilities 38.8 59.0 Other non-current liabilities 17.0 21.7 $ 328.3 $ 321.0 |
Detail of Other (Income) Expense, net | The following table provides details of our Other (Income) Expense, net: Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Interest income $ (0.8) $ (1.2) $ (2.9) $ (4.6) Unrealized foreign exchange (gain) loss (2.4) (8.8) 5.2 (17.6) Realized foreign exchange (gain) loss 5.5 (0.9) 6.1 (1.7) Non-cash pension and other post-employment benefit plan (4.3) (3.5) (12.0) (9.7) Release of tax indemnification asset 0.1 0.1 1.4 1.4 Factoring and securitization fees 1.4 1.3 3.6 3.2 Tax receivable agreement adjustments — — 4.1 — Other, net 1.2 1.3 (0.7) (0.2) $ 0.7 $ (11.7) $ 4.8 $ (29.2) | The following table provides details of our Other (Income) Expense, net: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Interest income $ (5.9) $ (7.5) (5.8) Unrealized foreign exchange (gain) loss (25.1) 10.8 1.8 Realized foreign exchange (gain) loss (0.9) 0.6 (16.7) Non-cash pension and other post-employment benefit plan (Note 14 & Note 15) (12.9) (8.8) (10.5) Adjustment to tax indemnification asset (a) 2.8 7.1 31.0 Factoring and securitization fees 4.3 3.4 0.6 Other, net (3.0) 0.4 0.4 $ (40.7) $ 6.0 $ 0.8 (a) The tax indemnification adjustment reflects a release of the Company’s tax indemnification asset. The release was due to the lapse of statute of limitations for unrecognized tax benefits. See Note 16 for further discussion. |
PROPERTY AND EQUIPMENT, NET (_2
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT, NET | ||
Property and equipment and accumulated depreciation balances | Our property and equipment and accumulated depreciation balances were as follows: (in millions) September 30, 2021 December 31, 2020 Land and improvements $ 43.2 $ 44.0 Buildings 52.2 51.9 Machinery and equipment 91.9 81.9 Other property and equipment 51.3 47.9 Construction-in-progress 31.7 28.5 Property and equipment, gross 270.3 254.2 Less: Accumulated depreciation (82.4) (65.9) Property and equipment, net $ 187.9 $ 188.3 | As of December 31, 2020 and December 31, 2019 our property and equipment and accumulated depreciation balances were as follows: December 31, December 31, (in millions) 2020 2019 Land and improvements $ 44.0 $ 41.6 Buildings 51.9 47.2 Machinery and equipment 81.9 74.0 Other property and equipment 47.9 30.4 Construction-in-progress 28.5 15.1 Property and equipment, gross 254.2 208.3 Less: Accumulated depreciation (65.9) (36.1) Property and equipment, net $ 188.3 $ 172.2 |
GOODWILL AND IDENTIFIABLE INT_7
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | ||
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, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisitions 6.8 2.0 8.8 Acquisition adjustments (1) — (8.7) (8.7) Impairment — — — Currency translation adjustment (5.5) (2.1) (7.6) Balance at September 30, 2021 $ 339.2 $ 120.3 $ 459.5 | Food & (in millions) Institutional Beverage Total Gross value at December 31, 2018 $ 126.5 $ 359.3 $ 485.8 Accumulated impairment (17.8) (50.7) (68.5) Carrying value at December 31, 2018 108.7 308.6 417.3 Foreign currency adjustment (0.3) (1.0) (1.3) Gross value at December 31, 2019 126.2 358.3 484.5 Accumulated impairment (17.6) (50.0) (67.6) Carrying value at December 31, 2019 108.6 308.3 416.9 Acquisition 17.9 22.0 39.9 Foreign currency adjustment 2.4 6.9 9.3 Gross value at December 31, 2020 146.5 387.2 533.7 Accumulated impairment (17.4) (49.3) (66.7) Carrying value at December 31, 2020 $ 129.1 $ 337.9 $ 467.0 |
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 September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 | |
Gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with indefinite lives | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at September 30, 2021, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 924.4 $ (173.6) $ — $ 750.8 Trademarks 28.5 (7.1) — 21.4 Capitalized software 81.8 (67.6) — 14.2 Brand name 620.5 (126.7) — 493.8 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.9) — 1.4 Intellectual property 43.4 (5.5) — 37.9 Total intangible assets with definite lives 1,711.4 (391.8) — 1,319.6 Trademarks and trade names with indefinite lives 874.2 — — 874.2 Total identifiable intangible assets $ 2,585.6 $ (391.8) $ — $ 2,193.8 The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Gross Carrying Accumulated Accumulated Net Book (in millions) Value Amortization Impairment Value Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 Trademarks 28.8 (5.3) — 23.5 Capitalized software 76.7 (58.5) — 18.2 Brand name 642.7 (106.5) — 536.2 Non-compete agreements 8.5 (8.4) — 0.1 Favorable leases 4.3 (2.3) — 2.0 Intellectual property 37.4 (3.2) — 34.2 Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 | The following table summarizes the gross carrying amounts and accumulated amortization of identifiable intangible assets by major class with definite and indefinite lives at December 31, 2020, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 939.2 $ (142.4) $ — $ 796.8 26.3 years Trademarks 28.8 (5.3) — 23.5 13.5 years Capitalized software 76.7 (58.5) — 18.2 1.6 years Brand name 642.7 (106.5) — 536.2 16.7 years Non-compete agreements 8.5 (8.4) — 0.1 0.8 years Favorable leases 4.3 (2.3) — 2.0 1.7 years Intellectual property 37.4 (3.2) — 34.2 11.0 years Total intangible assets with definite lives 1,737.6 (326.6) — 1,411.0 Trademarks and trade names with indefinite lives 900.4 — — 900.4 Total identifiable intangible assets $ 2,638.0 $ (326.6) $ — $ 2,311.4 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, 2019, respectively: Weighted Gross Average Carrying Accumulated Accumulated Net Book Amortization (in millions) Value Amortization Impairment Value Periods Customer relationships $ 885.5 $ (90.4) $ — $ 795.1 27.2 years Trademarks 26.9 (3.0) — 23.9 14.4 years Capitalized software 53.5 (31.5) — 22.0 1.7 years Brand name 603.3 (69.8) — 533.5 17.7 years Non-compete agreements 6.2 (4.4) — 1.8 0.8 years Favorable leases 4.1 (1.5) — 2.6 2.7 years Intellectual property 37.4 — — 37.4 12.0 years Total intangible assets with definite lives 1,616.9 (200.6) — 1,416.3 Trademarks and trade names with indefinite lives 846.6 — — 846.6 Total identifiable intangible assets $ 2,463.5 $ (200.6) $ — $ 2,262.9 |
DEBT AND CREDIT FACILITIES (T_2
DEBT AND CREDIT FACILITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
Components of debt and credit facilities | The components of debt and credit facilities were as follows: (in millions) September 30, 2021 December 31, 2020 Senior Secured Credit Facilities 2021 U.S. Dollar Term Loan $ 1,500.0 $ — 2017 U.S. Dollar Term Loan — 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan — 1,146.9 Revolving Credit Facility — — 2021 Senior Notes 500.0 — 2017 Senior Notes — 548.5 Short-term borrowings 16.5 0.4 Finance lease obligations 3.9 5.2 Financing obligations 23.5 22.5 Unamortized deferred financing costs (40.6) (39.6) Unamortized original issue discount (9.0) (6.2) Total debt 1,994.3 2,700.3 Less: Current portion of long-term debt (11.4) (13.2) Short-term borrowings (16.5) (0.4) Long-term debt $ 1,966.4 $ 2,686.7 | December 31, December 31, (in millions) 2020 2019 Senior Secured Credit Facilities US Dollar Term Loan $ 873.0 $ 882.0 US Dollar Incremental Loan 149.6 — Euro Term Loan 1,146.9 1,062.5 Revolving Credit Facility — 120.0 Notes 548.5 503.0 Short-term borrowings 0.4 0.6 Finance lease obligations 5.2 2.4 Financing obligations 22.5 — Unamortized deferred financing costs (39.6) (44.6) Unamortized original issue discount (6.2) (3.4) Total debt 2,700.3 2,522.5 Less: Current portion of long-term debt (13.2) (11.2) Short-term borrowings (0.4) (0.6) Long-term debt $ 2,686.7 $ 2,510.7 |
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 % | Year Percentage 2020 102.8 % 2021 101.4 % 2022 and thereafter 100.0 % |
PREFERRED EQUITY CERTIFICATES_4
PREFERRED EQUITY CERTIFICATES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND CREDIT FACILITIES | ||
Preferred equity certificates | Carrying Value Foreign Carrying Maturity Interest December 31, Currency Value Interest (in millions) date Rate 2020 Redemption Translation September 30, 2021 Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — | Carrying Carrying Value Foreign Value Maturity Interest December 31, Borrowing/ Currency December 31, Interest (in millions) date Rate 2019 (Reimbursement) Translation 2020 Expense Series 1 PECs 9/1/2047 See below $ 588.4 $ — $ 53.3 $ 641.7 $ — |
DERIVATIVES AND HEDGING ACTIV_7
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DERIVATIVES AND HEDGING ACTIVITIES | ||
Schedule of 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 Condensed 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) September 30, 2021 December 31, 2020 Derivatives designated as hedging instruments: Derivative assets Cross currency swaps $ 6.6 $ — Total derivative assets $ 6.6 $ — Derivative liabilities Interest rate swaps $ — $ (20.8) Interest rate caps (0.8) — Cross currency swaps (11.3) — Total derivative liabilities $ (12.1) $ (20.8) Derivatives not designated as hedging instruments: Derivative liabilities Interest rate swaps $ (14.8) $ — Total derivative liabilities $ (14.8) $ — | December 31, December 31, (in millions) 2020 2019 Derivative assets Foreign currency forward contracts $ — $ 0.2 Interest rate swaps — 6.5 Total derivative assets $ — $ 6.7 Derivative liabilities Foreign currency forward contracts $ — $ (2.2) Interest rate swaps (20.8) — Total derivative liabilities $ (20.8) $ (2.2) |
Schedule of Components of derivatives | Our derivatives consist of the following: (in millions) Notional Amount Original Maturity in Months Floating to fixed interest rate swap(1) (2) $ 720.0 60 Fixed to floating interest rate swap(2) $ 720.0 36 U.S. dollar to Euro currency swap $ 500.0 60 U.S. dollar floating to Euro fixed interest rate swap $ 500.0 60 U.S. dollar interest rate cap $ 650.0 36 (1) The notional amount is reduced to $ 315.0 million at month 48. (2) In connection with our debt refinancing in 2021, we entered into a fixed to floating interest rate swap to offset the existing floating to fixed interest rate swap . | |
Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location | The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Cash flow hedges: Foreign currency forward contracts (1) $ — $ — $ — $ 0.5 Interest rate swaps (1) 2.3 (2.2) 6.8 (3.1) Total $ 2.3 $ (2.2) $ 6.8 $ (2.6) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and nine months ended September 30, 2021 and September 30, 2020. | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ 0.5 $ 0.2 $ 0.5 Interest rate swaps (1) (5.3) — — Total $ (4.8) $ 0.2 $ 0.5 (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in other (income) expense during the year ended December 31, 2020 and December 31, 2019. |
FAIR VALUE MEASUREMENTS AND O_7
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | ||
Fair value hierarchy of financial assets and liabilities measured on a recurring basis | September 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.9 $ 2.9 $ — $ — Restricted cash and compensating balance deposits $ 7.3 $ 7.3 $ — $ — Interest rate swaps, net liability $ (14.8) $ — $ (14.8) $ — Interest rate caps, net liability $ (0.8) $ — $ (0.8) $ — Cross currency swaps, net liability $ (4.7) $ — $ (4.7) $ — Contingent consideration $ (7.2) $ — $ — $ (7.2) December 31, 2020 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) | The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: December 31, 2020 Total Fair (in millions) Value Level 1 Level 2 Level 3 Cash equivalents $ 118.4 $ 118.4 $ — $ — Restricted cash and compensating balance deposits $ 8.8 $ 8.8 $ — $ — Interest rate swaps, net liability $ (20.8) $ — $ (20.8) $ — Contingent consideration $ (8.2) $ — $ — $ (8.2) December 31, 2019 Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 12.4 $ 12.4 $ — $ — Restricted cash and compensating balance deposits $ 14.0 $ 14.0 $ — $ — Foreign currency forward contracts, net liability $ 2.0 $ 2.0 $ — $ — Interest rate swaps, net asset $ 6.5 $ — $ 6.5 $ — Contingent consideration $ (12.5) $ — $ — $ (12.5) |
Carrying amounts and estimated fair values of debt and Preferred Equity Certificates | September 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value 2021 U.S. Dollar Term Loan (1) $ 1,456.6 $ 1,477.4 $ — $ — 2017 U.S. Dollar Term Loan (1) — — 859.1 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) — — 1,129.5 1,161.0 2021 Senior Notes (2) 493.8 507.7 — — 2017 Senior Notes (2) — — 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,950.4 $ 1,985.1 $ 3,313.8 $ 3,360.7 (1) Carrying amounts are net of deferred financing costs and original issue discount. (2) Carrying amount is net of deferred financing costs. | The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: December 31, 2020 December 31, 2019 Carrying Carrying (in millions) Amount Fair Value Amount Fair Value US Dollar Term Loan (1) $ 859.1 $ 856.3 $ 864.6 $ 863.4 US Dollar Incremental Term Loan (1) 144.8 149.0 — — Euro Term Loan (1) 1,129.5 1,161.0 1,042.5 1,058.8 Notes (2) 538.7 552.7 492.4 494.2 Revolving credit facility — — 120.0 120.0 Preferred Equity Certificates 641.7 641.7 588.4 588.4 $ 3,313.8 $ 3,360.7 $ 3,107.9 $ 3,124.8 (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 PLAN_10
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | ||
Components of net periodic benefit cost | Line Item on Condensed Three Months Nine Months Consolidated Statements Ended September 30, Ended September 30, of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.5 $ 4.9 $ 4.4 Selling, general and administrative expenses Interest cost 0.2 0.7 1.6 2.3 Other income Expected return on plan assets (4.5) (4.2) (13.7) (12.0) Other income Total benefit income $ (2.7) $ (2.0) $ (7.2) $ (5.3) | Year Ended Year Ended Year Ended December 31, December 31, December 31, Line Item on Consolidated (in millions) 2020 2019 2018 Statement of Operations Components of net periodic benefit cost and amounts recognized in other comprehensive income (loss): Net period benefit (credit) cost: Service cost $ 0.1 $ 0.1 $ 0.1 Selling, general and administrative expenses Interest cost 0.1 0.1 0.1 Other (income) expense, net Amortization of prior service cost — — 0.2 Other (income) expense, net Net period benefit cost $ 0.2 $ 0.2 $ 0.4 |
SHARE-BASED COMPENSATION (Tab_2
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SHARE-BASED COMPENSATION | ||
Share-based compensation related to equity and liability awards | Three Months Ended September 30, Nine Months Ended September 30, (in millions) 2021 2020 2021 2020 Cost of sales $ 0.9 $ — $ 6.9 $ — Selling, general and administrative expenses 15.1 0.6 92.4 1.2 Total $ 16.0 $ 0.6 $ 99.3 $ 1.2 | |
Summary of changes in outstanding unvested shares | A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) 14.51 Converted to Restricted Ordinary Shares (6,691,235) 14.51 Nonvested at September 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (1,186,014) 15.00 Forfeited (7,540) 15.00 Nonvested at September 30, 2021 6,569,677 $ 15.00 | The following is a summary of Incentive Shares activity as of and for the years ended December 31, 2020, December 31, 2019 and December 31, 2018: Shares Shares granted during 2018 7,187,341 Shares forfeited during 2018 (1,685,689) Total shares outstanding at December 31, 2018 5,501,652 Shares granted during 2019 2,220,039 Shares forfeited during 2019 (1,806,372) Total shares outstanding at December 31, 2019 5,915,319 Shares granted during 2020 2,946,707 Shares forfeited during 2020 (195,659) Total shares outstanding at December 31, 2020 8,666,367 Shares available to be issued at December 31, 2020 698,654 Total shares authorized at December 31, 2020 9,365,021 Vested shares at December 31, 2020 1,682,307 |
Summary of changes in outstanding nonvested RSUs | A summary of changes in outstanding nonvested RSUs is as follows: Number of Weighted Average Awards Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,607,988 15.00 Vested (189,120) 15.00 Forfeited — — Nonvested at September 30, 2021 1,418,868 $ 15.00 |
RESTRUCTURING ACTIVITIES (Tab_2
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
RESTRUCTURING ACTIVITIES | ||
Details for restructuring activities | The following table details our restructuring and exit costs as reflected in the Condensed Consolidated Statements of Operations: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Lease receivable contracts, net $ 16.5 $ — $ 16.5 $ — Inventory and Property and equipment 0.4 — 0.4 — Employee termination benefits 2.9 2.0 5.5 5.3 Restructuring and exit costs 19.8 2.0 22.4 5.3 Other associated restructuring charges 1.1 0.3 5.5 1.8 Total $ 20.9 $ 2.3 $ 27.9 $ 7.1 Restructuring and exit costs by segment were as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 19.5 $ 0.5 $ 20.8 $ 2.9 Food & Beverage 0.3 — 1.2 0.6 Corporate — 1.5 0.4 1.8 Total $ 19.8 $ 2.0 $ 22.4 $ 5.3 | The following table details our restructuring activities as reflected in the Consolidated Statements of Operations is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Restructuring charges $ 25.6 $ 19.8 $ 24.9 Other associated restructuring charges 4.7 6.5 6.4 Total $ 30.3 $ 26.3 $ 31.3 Restructuring charges by segment were as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 25.6 $ 6.9 $ 7.7 Food & Beverage 0.8 0.8 4.1 Corporate/Unallocated 3.9 18.6 19.5 Total $ 30.3 $ 26.3 $ 31.3 |
Details for restructuring accrual | The following table provides the details for the restructuring and exit cost liabilities: Lease Inventory and Employee Receivable Property and Termination (in millions) Contracts, Net Equipment Benefits Total Balance as of December 31, 2020 $ — $ — $ 26.3 $ 26.3 Accrual and accrual adjustments 16.5 0.4 5.5 22.4 Cash payments during period — — (15.7) (15.7) Write-offs — (0.4) — (0.4) Foreign currency translation — — (0.2) (0.2) Balance as of September 30, 2021 $ 16.5 $ — $ 15.9 $ 32.4 | The following table provides the details for the restructuring accrual for the year ended December 31, 2020 and December 31, 2019, respectively: Year Ended Year Ended December 31, December 31, (in millions) 2020 2019 Restructuring accrual at beginning of period $ 13.4 $ 9.5 Accrual and accrual adjustments 25.6 19.8 Cash payments during period (12.5) (16.1) Foreign currency translation (0.2) 0.2 Restructuring accrual at end of period $ 26.3 $ 13.4 |
ACCUMULATED OTHER COMPREHENSI_6
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ||
Detail of comprehensive loss | The following tables provide detail of comprehensive loss: Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 31.3 7.8 39.1 Amounts reclassified from AOCI to net income — — (6.8) (6.8) Net change — 31.3 1.0 32.3 Balance September 30, 2021 $ (42.6) $ (122.8) $ (15.0) $ (180.4) Cash flow Accumulated Unrecognized Cumulative hedging Other Pension Translation activities, Comprehensive (in millions) Items Adjustment net of tax Loss Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (1.2) (99.7) (21.8) (122.7) Amounts reclassified from AOCI to net income — — — — Net change (1.2) (99.7) (21.8) (122.7) Balance September 30, 2020 $ (14.8) $ (154.4) $ (18.0) $ (187.2) | The following table provides detail of comprehensive loss for the year ended December 31, 2020 and the year ended December 31, 2019, respectively: Cash flow Accumulated Cumulative hedging Other Unrecognized Translation activities, net Comprehensive (in millions) Pension Items Adjustment of tax Loss Balance December 31, 2018 $ (10.9) $ (84.5) $ 0.6 $ (94.8) Other comprehensive (loss) income before reclassifications (2.7) 29.8 2.7 29.8 Amounts reclassified from AOCI to net income — — 0.5 0.5 Net change (2.7) 29.8 3.2 30.3 Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (28.2) (99.4) (15.0) (142.6) Amounts reclassified from AOCI to net income (0.8) — (4.8) (5.6) Net change (29.0) (99.4) (19.8) (148.2) Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) |
SEGMENTS (Tables)_2
SEGMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
SEGMENTS | ||
Net sales and Adjusted EBITDA for each of the reportable segments | Net sales for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 487.2 $ 522.4 $ 1,431.5 $ 1,490.6 Food & Beverage 177.7 158.7 515.0 471.2 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Institutional $ 84.3 $ 89.2 $ 233.5 $ 253.2 Food & Beverage 34.3 26.4 101.3 83.9 Total $ 118.6 $ 115.6 $ 334.8 $ 337.1 | Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 1,995.3 $ 1,979.1 $ 2,023.9 Food & Beverage 633.9 644.8 664.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Institutional $ 340.7 $ 296.4 $ 279.8 Food & Beverage 114.4 101.9 99.6 Total $ 455.1 $ 398.3 $ 379.4 |
Reconciliation of Adjusted EBITDA for the reportable segments to consolidated loss before income tax provision | The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated income (loss) before income tax provision (benefit): Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 118.6 $ 115.6 $ 334.8 $ 337.1 Corporate costs (12.0) (8.8) (34.2) (32.2) Interest expense (25.8) (32.4) (97.4) (94.8) Interest income 0.8 1.2 2.9 4.6 Amortization expense of intangible assets (24.2) (24.8) (72.6) (74.0) Depreciation expense included in cost of sales (20.4) (21.4) (62.0) (64.4) Depreciation expense included in selling, general and administrative expenses (2.9) (2.3) (6.9) (6.2) Transition and transformation costs and non-recurring costs (1) (7.5) (11.2) (33.1) (20.0) Restructuring and exit costs (2) (19.8) (2.0) (22.4) (5.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) 2.9 0.3 2.7 (0.3) Adjustment to tax indemnification asset (4) (0.1) (0.1) (1.4) (1.4) Merger and acquisition-related cost (5) — (0.9) — (0.9) Bain Capital management fee (6) — (1.8) (19.4) (5.6) Non-cash pension and other post-employment benefit plan (7) 4.3 3.5 12.0 9.7 Unrealized foreign currency exchange gain (loss) (8) 2.4 8.8 (5.2) 17.6 Factoring and securitization fees (9) (1.4) (1.3) (3.6) (3.2) Share-based compensation (10) (16.0) (0.6) (99.3) (1.2) Tax receivable agreement adjustments (11) — — (4.1) — Loss on extinguishment of debt (12) (15.6) — (15.6) — Realized foreign currency exchange loss on debt refinancing (13) (4.5) — (4.5) — Other items (1.7) (1.7) (2.8) (2.3) Income (loss) before income tax provision (benefit) $ (22.9) $ 20.1 $ (132.1) $ 57.2 (1) In the period following the Diversey Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2021 include those necessary to become a publicly traded Company. (2) Includes costs related to restructuring programs and business exit activities. See Note 17 — Restructuring and Exit Activities. (3) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentine Peso to the United States dollar and remeasurement charges/credits are recorded in our Condensed Consolidated Statements of Operations rather than as a component of Cumulative Translation Adjustment on our Condensed Consolidated Balance Sheets. (4) In connection with the Diversey Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. (5) These costs consisted primarily of investment banking, legal and other professional advisory services costs. (6) Represents fees paid to Bain Capital pursuant a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. The management agreement was terminated in March 2021 pursuant to its terms upon the consummation of the IPO, and we recorded a termination fee of $17.5 million during the nine months ended September 30, 2021. (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) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 5 — Financial Statement Details. (10) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (11) Represents the adjustment to our Tax Receivable Agreement liability primarily due to changes in tax laws that impact the realizability of the attributes of the Tax Receivable Agreement. See Note 13 — Income Taxes. (12) Represents the costs incurred in connection with the redemption of the 2017 Senior Notes on September 29, 2021. See Note 8 — Debt and Credit Facilities. (13) For the three and nine months ended September 30, 2021, the Company incurred a realized foreign currency exchange loss of $4.5 million on the refinancing of the Senior Secured Credit Facilities. See Note 8 — Debt and Credit Facilities. | The following table shows a reconciliation of Adjusted EBITDA for the Company’s reportable segments to consolidated loss before income tax provision: Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 Adjusted EBITDA for reportable segments $ 455.1 $ 398.3 $ 379.4 Corporate costs (14) (53.9) (58.5) (57.8) Interest expense (127.7) (141.0) (135.2) Interest income 5.9 7.5 5.8 Amortization expense of intangible assets acquired (98.2) (93.7) (91.2) Depreciation expense included in cost of sales (89.5) (84.4) (73.4) Depreciation expense included in selling, general and administrative expenses (7.9) (7.4) (7.6) Impairment of goodwill (1) — — (68.5) Transition and transformation costs and non-recurring costs (2) (42.5) (52.8) (120.6) Restructuring costs (3) (25.6) (19.8) (24.9) Foreign currency loss related to Argentina subsidiaries (4) (1.6) (11.4) (3.4) Adjustment to tax indemnification asset (5) (2.8) (7.1) (31.0) Merger and acquisition-related cost (6) (1.0) (0.3) (7.3) Acquisition accounting adjustments (7) — (1.9) (5.3) Bain Capital management fee (8) (7.5) (7.5) (7.5) Non-cash pension and other post-employment benefit plan (9) 12.9 8.8 10.5 Foreign currency loss (gain) (10) 25.1 (10.8) 16.3 Factoring and securitization fees (11) (4.3) (3.4) (0.6) Share-based incentive compensation (12) (67.5) (3.0) — Gain on sale of business and investments (13) — 13.0 — Other items 1.7 (0.9) (2.4) Loss before income tax provision $ (29.3) $ (76.3) $ (224.7) (1) Represents impairment of goodwill primarily due to significant currency devaluation and volatility, as well as deterioration in economic conditions in Latin America and the Middle East and currency devaluation and lower than expected performance in Europe and North America. (2) In the period following the 2017 Acquisition, we incurred costs primarily consisting of professional and consulting services in such areas as information technology, controllership, tax, treasury, transformation services, human resources, procurement and supply chain in establishing ourselves as a standalone company and to position ourselves for future growth. Costs incurred in 2020 include those necessary to become a publicly traded Company. (3) Includes costs related to restructuring programs including expenses mainly related to reduction in headcount. (4) Effective July 1, 2018, Argentina was deemed to have a highly inflationary economy and the functional currency for our Argentina operations was changed from the Argentinian Peso to the U. S. dollar and remeasurement charges/credits are recorded in our consolidated statements of operations rather than as a component of Cumulative Translation Adjustment on our consolidated balance sheets. (5) In connection with the 2017 Acquisition, the purchase agreement governing the transaction includes indemnification provisions with respect to tax liabilities. The offset to this adjustment is included in income tax provision. Refer to Note 16 for additional information. (6) In connection with the 2017 Acquisition, Twister Acquisition, Zenith Acquisition, Virox Acquisition, Wypetech Acquisition, and SaneChem Acquisition, we incurred acquisition-related costs during the years ended December 31, 2020. December 31, 2019 and December 31, 2018. These costs consisted primarily of investment banking, legal and other professional advisory services costs. (7) In connection with the 2017 Acquisition, Twister Acquisition and Zenith Acquisition, we recorded fair value increases to our inventory. These amounts represent the amortization of this increase. (8) Represents the fees paid to Bain Capital pursuant to a management agreement whereby we have received general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis. (9) 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. Refer to Note 14 for additional information. (10) Represents the unrealized foreign exchange impact on our operations. The gain recorded in the periods were primarily due to the impact of the strengthening of the U.S dollar to the euro on our U.S dollar denominated debt. For the year ended December 31, 2018, this item also includes a restructuring of certain intercompany loans related to a legal reorganization in connection with our tax planning strategy. (11) On November 15, 2018, we entered into a factoring Master Agreement with Factofrance, S.A. Additionally, on April 22, 2020, the Company entered into a securitization arrangement with PNC Bank (“PNC”) to sell certain North American customer receivables without recourse on a revolving basis. This amount represents the fees to complete the sale of the receivables without recourse. Refer to Note 6 for additional information. (12) Represents compensation expense associated with our Management Equity Incentive Plan (“MEIP”) awards. Refer to Note 19 for additional information. (13) Represents the non-cash gain on sale of our shares in connection with the Virox IP Acquisition. See Note 5 for more information. (14) Represents costs associated with corporate operations that are not specifically allocated to a reportable segment. |
Net sales by geographic region | Net sales (1) Three Months Ended Nine Months Ended September 30, September 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 82.9 $ 84.6 $ 245.5 $ 249.5 Europe 313.8 280.3 841.8 840.2 Latin America 45.5 37.2 133.6 124.7 Middle East & Africa 63.0 52.5 170.9 164.9 North America (2) 159.7 226.5 554.7 582.5 Total $ 664.9 $ 681.1 $ 1,946.5 $ 1,961.8 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and nine months ended September 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $120.5 million and $175.4 million for the three months ended September 30, 2021 and 2020, respectively, and $390.4 million and $463.7 million for the nine months ended September 30, 2021 and 2020, respectively. | Net sales (1) Year Ended Year Ended Year Ended December 31, December 31, December 31, (in millions) 2020 2019 2018 North America (2) $ 784.2 $ 581.1 $ 576.1 Latin America 168.7 203.3 226.1 Europe 1,132.9 1,189.4 1,225.3 Middle East & Africa 217.2 255.6 253.4 Asia Pacific 326.2 394.5 407.2 Total $ 2,629.2 $ 2,623.9 $ 2,688.1 |
EARNINGS (LOSS) PER SHARE (Ta_2
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE | ||
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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in millions, except per share amounts) Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (42.1) $ (42.1) $ 13.0 $ 13.0 $ (139.1) $ (139.1) $ 33.3 $ 33.3 Weighted average shares outstanding (1) 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share – weighted average shares 301.6 301.6 243.2 243.2 283.4 283.4 243.2 243.2 Earnings (loss) per share $ (0.14) $ (0.14) $ 0.05 $ 0.05 $ (0.49) $ (0.49) $ 0.14 $ 0.14 (1) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. (2) For the three and nine months ended September 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. | The following table sets forth the calculation of both basic and diluted loss per share for the periods ended: Year Ended Year Ended Year Ended December 31, December 31, December 31, Basic and Diluted Loss Per Share: 2020 2019 2018 Net loss attributable to common shareholders $ (38.5) $ (109.0) $ (239.1) Weighted average shares outstanding (a)(b) 243.2 141.7 141.3 Basic and diluted loss per share $ (0.16) $ (0.77) $ (1.69) (a) As described in Note 3 , the more dilutive effect of applying either the two-class method or the treasury stock method is used for the participating securities. Generally, the two-class method is more dilutive. Since the participating securities do not participate in losses of the Company, there was no allocation of losses to these securities for all periods presented above as the Company was in a net loss position. Therefore, the effects of the participating securities was not included under either method . (b) For purposes of calculating earnings (loss) per share the Company has retrospectively presented earnings (loss) per share as if the Reorganization Transactions had occurred at the beginning of the earliest period presented. Such retrospective presentation reflects an increase of approximately 47.4 million shares due to the exchange of shares in Constellation for shares in the Company. |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | Apr. 09, 2021USD ($)shares | Mar. 29, 2021USD ($)$ / sharesshares | Sep. 30, 2021item | Dec. 31, 2020employee |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of employees | 8,600 | 8,500 | ||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 46,153,846 | |||
Stock offering, price per share (in usd per share) | $ / shares | $ 15 | |||
Stock offering, net proceeds | $ | $ 654.3 | |||
Underwriters' option | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock offering, shares issued (in shares) | shares | 5,000,000 | |||
Stock offering, net proceeds | $ | $ 71.4 |
REVENUE RECOGNITION (Details)_2
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | $ 660.7 | $ 675.8 | $ 1,932.6 | $ 1,942.5 | $ 2,604.2 | $ 2,591.9 | $ 2,652.7 |
Other revenue (Leasing: Sales-type and Operating) | 4.2 | 5.3 | 13.9 | 19.3 | 25 | 32 | 35.4 |
Total revenue | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
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 | 26.40% | 26.90% | 24.90% | 26.50% | 25.80% | 26.20% | 25.40% |
Europe | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | $ 313 | $ 291.6 | $ 838.9 | $ 837.5 | $ 1,129.3 | $ 1,186.9 | $ 1,227.8 |
Total revenue | 313.8 | 280.3 | 841.8 | 840.2 | 1,132.9 | 1,189.4 | 1,225.3 |
North America | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 158 | 221.3 | 549.8 | 577.3 | 777.2 | 574.8 | 564.3 |
Total revenue | 159.7 | 226.5 | 554.7 | 582.5 | 784.2 | 581.1 | 576.1 |
Asia Pacific | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 81.2 | 73.3 | 239.4 | 238.2 | 312 | 371.6 | 381.4 |
Total revenue | 82.9 | 84.6 | 245.5 | 249.5 | 326.2 | 394.5 | 407.2 |
Middle East and Africa | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.3 |
Total revenue | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.4 |
Latin America | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenue from contracts with customers | 45.5 | 37.1 | 133.6 | 124.6 | 168.5 | 203 | 225.9 |
Total revenue | $ 45.5 | $ 37.2 | $ 133.6 | $ 124.7 | $ 168.7 | $ 203.3 | $ 226.1 |
ACQUISITIONS - Additional inf_2
ACQUISITIONS - Additional information (Details) - USD ($) $ in Millions | Sep. 20, 2021 | Dec. 30, 2020 | Aug. 04, 2020 | Jul. 01, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 459.5 | $ 467 | $ 459.5 | $ 416.9 | $ 417.3 | ||||||
Purchase of land and building facilities | 22.2 | $ 24.4 | |||||||||
SaneChem | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage acquired | 100.00% | ||||||||||
Total consideration | $ 21.6 | ||||||||||
Revenue of acquiree | $ 3 | $ 9.4 | |||||||||
Goodwill | $ 8.6 | 8.6 | |||||||||
Wypetech | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage acquired | 100.00% | ||||||||||
Total consideration | $ 32.3 | ||||||||||
Revenue of acquiree | $ 4.9 | ||||||||||
Goodwill | $ 22 | $ 22 | |||||||||
Purchase of land and building facilities | $ 2.1 | ||||||||||
Tasman | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | $ 8.1 |
ACQUISITIONS - Fair values of_2
ACQUISITIONS - Fair values of net assets acquired (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Jul. 31, 2020 | Jul. 01, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||
Goodwill on acquisition | $ 459.5 | $ 467 | $ 416.9 | $ 417.3 | |||
SaneChem | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 2.1 | ||||||
Trade receivables | 2 | ||||||
Inventories | 1.4 | ||||||
Prepaid expenses and other current assets | 0.1 | ||||||
Property, plant and equipment | 0.7 | ||||||
Other non-current assets | 0.1 | ||||||
Intangible assets | 10.1 | ||||||
Accounts payable | (0.9) | ||||||
Other current liabilities | (0.8) | ||||||
Deferred taxes | (1.8) | ||||||
Net assets acquired before goodwill on acquisition | 13 | ||||||
Goodwill on acquisition | $ 8.6 | 8.6 | |||||
Net assets acquired | $ 21.6 | ||||||
Wypetech | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 0.6 | ||||||
Trade receivables | 2.1 | ||||||
Inventories | 1.5 | ||||||
Prepaid expenses and other current assets | 0.1 | ||||||
Property, plant and equipment | 0.6 | ||||||
Intangible assets | 9.5 | ||||||
Accounts payable | (4) | ||||||
Other current liabilities | (0.1) | ||||||
Net assets acquired before goodwill on acquisition | 10.3 | ||||||
Goodwill on acquisition | $ 22 | 22 | |||||
Net assets acquired | $ 32.3 |
FINANCIAL STATEMENT DETAILS -_5
FINANCIAL STATEMENT DETAILS - Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS | |||
Raw materials | $ 66.4 | $ 60.8 | $ 36.3 |
Work in process | 2.6 | 3.7 | 3.5 |
Finished goods | 258.5 | 217.9 | 169.2 |
Inventories | $ 327.5 | $ 282.4 | $ 209 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for credit losses (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Balance, beginning of period | $ 35.2 | $ 21.5 | $ 21.5 | $ 20.3 | |
Provision for bad debts | (1.9) | 15 | 11.1 | 4.9 | $ 6.4 |
Provision for lease receivables associated with exit activities | (16.5) | ||||
Write-offs | (2.7) | (3.2) | (4.6) | (3.7) | |
Balance, end of period | $ 47.1 | 40.4 | $ 35.2 | $ 21.5 | $ 20.3 |
Adoption of ASC 326 | |||||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||||
Balance, end of period | $ 7.1 |
FINANCIAL STATEMENT DETAILS -_6
FINANCIAL STATEMENT DETAILS - Factoring of trade receivables (Details) € in Millions, $ in Millions | Nov. 15, 2018EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020EUR (€) | Dec. 31, 2020USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Commitment fee percent | 0.10% | ||||||||
Factofrance | |||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Factoring fee percent | 0.10% | ||||||||
Debtor credit default commission percent | 0.05% | ||||||||
Commitment fee percent | 0.10% | 0.10% | |||||||
Maximum total funding amount | € 150 | € 150 | $ 175.4 | $ 182.8 | |||||
Restricted cash collateral | € 4 | 4.7 | € 4.4 | 5.4 | |||||
Receivables sold | $ 483.1 | $ 471.5 | $ 668.2 | $ 553.4 | |||||
Advances received | 475.4 | 433.2 | 584 | 459.9 | |||||
Activity, net of fees and reserves | 7.7 | 38.3 | 84.2 | 93.5 | |||||
Amount collected from customers and remitted | $ 486.6 | $ 426.8 | $ 594.1 | 463.6 | |||||
Funded status | $ 35.9 | $ 45.8 | $ 40.8 |
FINANCIAL STATEMENT DETAILS -_7
FINANCIAL STATEMENT DETAILS - Securitization of trade receivables (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Apr. 30, 2020 | |
FINANCIAL STATEMENT DETAILS | ||||
Receivables pledged as collateral | $ 45.9 | |||
Maximum funding | $ 75 | $ 50 | $ 75 | |
Fees associated with the arrangement | 1.2 | 1.7 | ||
Proceeds from receivables transferred and derecognized | 415.1 | 451 | ||
Collection of securitized accounts receivable | $ 420.3 | $ 400 |
FINANCIAL STATEMENT DETAILS -_8
FINANCIAL STATEMENT DETAILS - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS | |||
Prepaid expenses | $ 32 | $ 35.2 | $ 37.8 |
Income tax receivables | 27.8 | 22.2 | 17.7 |
Restricted cash and compensating balance deposits | 2.3 | 3.2 | 8.8 |
Other current assets | 1.5 | 1.4 | 7.1 |
Prepaid expenses and other current assets | $ 63.6 | $ 62 | $ 71.4 |
FINANCIAL STATEMENT DETAILS -_9
FINANCIAL STATEMENT DETAILS - Other non-current assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
FINANCIAL STATEMENT DETAILS | |||||||
Dosing and dispensing equipment | $ 145.2 | $ 145.2 | $ 153 | $ 181.2 | |||
Tax indemnification asset | 23.3 | 23.3 | 24.8 | 27.6 | |||
Lease receivables | 19.6 | 19.6 | 30.2 | 40.5 | |||
Deferred financing fees - revolver | 2.7 | 2.7 | 0.9 | 2.1 | |||
Restricted cash | 5 | 5 | 5.7 | 5.2 | |||
Finance lease right-of-use assets, net | 3.8 | 3.8 | 4.9 | 5.6 | |||
Operating lease right-of-use assets, net | 53.6 | 53.6 | 62.8 | 89.1 | |||
Derivatives | 6.6 | 6.6 | |||||
Deferred taxes | 58.2 | 58.2 | 60.6 | 54.4 | |||
Other non-current assets | 20.9 | 20.9 | 26.2 | 32.5 | |||
Other non-current assets | 338.9 | 338.9 | 369.1 | 438.2 | |||
Depreciation expense | $ 17.3 | $ 18.2 | $ 52.1 | $ 55 | $ 76.1 | $ 71.3 | $ 59.4 |
FINANCIAL STATEMENT DETAILS _10
FINANCIAL STATEMENT DETAILS - Other current liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS | |||
Accrued salaries, wages and related costs | $ 98.5 | $ 131.9 | $ 109.6 |
Accrued customer volume rebates | 132.4 | 146 | 148.9 |
Contingent consideration | 7 | 3.3 | 3.5 |
Value added, general and sales tax payable | 34.1 | 36 | 41.5 |
Accrued interest payable | 0.5 | 24.6 | 30.1 |
Income taxes payable | 8.5 | 6 | 19.4 |
Interest rate swaps | 9.6 | 8.8 | |
Operating lease liabilities | 20 | 22.9 | 31.9 |
Accrued share-based compensation | 6.3 | 69.6 | 1.7 |
Other accrued liabilities | 75.2 | 63.3 | $ 62.2 |
Other current liabilities | $ 392.1 | $ 512.4 |
FINANCIAL STATEMENT DETAILS _11
FINANCIAL STATEMENT DETAILS - Other non-current liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
FINANCIAL STATEMENT DETAILS | |||
Defined benefit pension plan liability | $ 178.2 | $ 203.1 | $ 165.9 |
Other post-employment benefit plan liability | 2.2 | 2.2 | 1.8 |
Uncertain tax positions | 43.1 | 43.7 | 58 |
Contingent consideration | 0.2 | 4.9 | 9 |
Asset retirement obligations | 6.5 | 6.6 | 5.6 |
Interest rate swaps | 17.3 | 12 | |
Operating lease liabilities | 32 | 38.8 | 59 |
Tax receivable agreement | 258 | ||
Other non-current liabilities | 26.1 | 17 | 21.7 |
Other non-current liabilities | $ 563.6 | $ 328.3 | $ 321 |
FINANCIAL STATEMENT DETAILS _12
FINANCIAL STATEMENT DETAILS - Other income (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
FINANCIAL STATEMENT DETAILS | |||||||
Interest income | $ (0.8) | $ (1.2) | $ (2.9) | $ (4.6) | $ (5.9) | $ (7.5) | $ (5.8) |
Unrealized foreign exchange (gain) loss | (2.4) | (8.8) | 5.2 | (17.6) | (25.1) | 10.8 | 1.8 |
Realized foreign exchange (gain) loss | 5.5 | (0.9) | 6.1 | (1.7) | (0.9) | 0.6 | (16.7) |
Non-cash pension and other post-employment benefit plan | (4.3) | (3.5) | (12) | (9.7) | (12.9) | (8.8) | (10.5) |
Release of tax indemnification asset | 0.1 | 0.1 | 1.4 | 1.4 | |||
Factoring and securitization fees | 1.4 | 1.3 | 3.6 | 3.2 | 4.3 | 3.4 | 0.6 |
Tax receivable agreement adjustments | 4.1 | ||||||
Other, net | 1.2 | 1.3 | (0.7) | (0.2) | (3) | 0.4 | 0.4 |
Other income (expense), net | $ 0.7 | $ (11.7) | $ 4.8 | $ (29.2) | $ (40.7) | $ 6 | $ 0.8 |
PROPERTY AND EQUIPMENT, NET (_3
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 270.3 | $ 270.3 | $ 254.2 | $ 208.3 | |||
Less: Accumulated depreciation | (82.4) | (82.4) | (65.9) | (36.1) | |||
Property and equipment, net | 187.9 | 187.9 | 188.3 | 172.2 | |||
Depreciation expense | 6.1 | $ 5.4 | $ 15.5 | 16.9 | 21.2 | 20.5 | $ 21.6 |
Land and improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 43.2 | 43.2 | 44 | 41.6 | |||
Buildings | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 52.2 | 52.2 | 51.9 | 47.2 | |||
Machinery and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 91.9 | 91.9 | 81.9 | 74 | |||
Other property and equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | 51.3 | 51.3 | 47.9 | 30.4 | |||
Construction-in-progress | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment, gross | $ 31.7 | $ 31.7 | $ 28.5 | $ 15.1 |
GOODWILL AND IDENTIFIABLE INT_8
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||||
Balance at December 31, 2020 | $ 467 | $ 416.9 | $ 417.3 | |
Acquisition | 8.8 | 39.9 | ||
Acquisition adjustments | 8.7 | |||
Impairment of goodwill | $ (68.5) | |||
Currency translation adjustment | (7.6) | 9.3 | (1.3) | |
Balance at September 30, 2021 | 459.5 | 467 | 416.9 | 417.3 |
Food & Beverage | ||||
Goodwill [Roll Forward] | ||||
Balance at December 31, 2020 | 129.1 | 108.6 | 108.7 | |
Acquisition | 2 | 17.9 | ||
Acquisition adjustments | 8.7 | |||
Currency translation adjustment | (2.1) | 2.4 | (0.3) | |
Balance at September 30, 2021 | 120.3 | 129.1 | 108.6 | 108.7 |
Institutional | ||||
Goodwill [Roll Forward] | ||||
Balance at December 31, 2020 | 337.9 | 308.3 | 308.6 | |
Acquisition | 6.8 | 22 | ||
Currency translation adjustment | (5.5) | 6.9 | (1) | |
Balance at September 30, 2021 | $ 339.2 | $ 337.9 | $ 308.3 | $ 308.6 |
GOODWILL AND IDENTIFIABLE INT_9
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible assets with definite lives | |||||||
Gross carrying value | $ 1,711.4 | $ 1,711.4 | $ 1,737.6 | $ 1,616.9 | |||
Accumulated amortization | (391.8) | (391.8) | (326.6) | (200.6) | |||
Net book value | 1,319.6 | 1,319.6 | 1,411 | 1,416.3 | |||
Intangible assets with indefinite lives | |||||||
Gross carrying value/net book value | 900.4 | 846.6 | |||||
Total identifiable intangible assets, gross carrying value | 2,585.6 | 2,585.6 | 2,638 | ||||
Total identifiable intangible assets, net book value | 2,193.8 | 2,193.8 | 2,311.4 | 2,262.9 | |||
Amortization of intangible assets | 24.2 | $ 24.8 | 72.6 | $ 74 | 98.2 | 93.7 | $ 91.2 |
Trademarks and trade names | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 846.6 | ||||||
Accumulated amortization | (200.6) | ||||||
Net book value | 846.6 | ||||||
Intangible assets with indefinite lives | |||||||
Gross carrying value/net book value | 874.2 | 874.2 | 900.4 | 2,463.5 | |||
Total identifiable intangible assets, gross carrying value | 2,638 | ||||||
Total identifiable intangible assets, net book value | 2,311.4 | 2,262.9 | |||||
Customer relationships | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 924.4 | 924.4 | 939.2 | 885.5 | |||
Accumulated amortization | (173.6) | (173.6) | (142.4) | (90.4) | |||
Net book value | 750.8 | 750.8 | 796.8 | 795.1 | |||
Trademarks | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 28.5 | 28.5 | 28.8 | 26.9 | |||
Accumulated amortization | (7.1) | (7.1) | (5.3) | (3) | |||
Net book value | 21.4 | 21.4 | 23.5 | 23.9 | |||
Capitalized software | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 81.8 | 81.8 | 76.7 | 53.5 | |||
Accumulated amortization | (67.6) | (67.6) | (58.5) | (31.5) | |||
Net book value | 14.2 | 14.2 | 18.2 | 22 | |||
Brand name | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 620.5 | 620.5 | 642.7 | 603.3 | |||
Accumulated amortization | (126.7) | (126.7) | (106.5) | (69.8) | |||
Net book value | 493.8 | 493.8 | 536.2 | 533.5 | |||
Non-compete agreements | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 8.5 | 8.5 | 8.5 | 6.2 | |||
Accumulated amortization | (8.4) | (8.4) | (8.4) | (4.4) | |||
Net book value | 0.1 | 0.1 | 0.1 | 1.8 | |||
Favorable leases | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 4.3 | 4.3 | 4.3 | 4.1 | |||
Accumulated amortization | (2.9) | (2.9) | (2.3) | (1.5) | |||
Net book value | 1.4 | 1.4 | 2 | 2.6 | |||
Intellectual property | |||||||
Intangible assets with definite lives | |||||||
Gross carrying value | 43.4 | 43.4 | 37.4 | 37.4 | |||
Accumulated amortization | (5.5) | (5.5) | (3.2) | ||||
Net book value | $ 37.9 | $ 37.9 | $ 34.2 | $ 37.4 |
DEBT AND CREDIT FACILITIES - _2
DEBT AND CREDIT FACILITIES - Components of debt and credit facilities (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Short-term borrowings | $ 16.5 | $ 0.4 | $ 0.6 |
Finance lease obligations | 3.9 | 5.2 | 2.4 |
Financing obligations | 23.5 | 22.5 | |
Unamortized deferred financing costs | (40.6) | (39.6) | (44.6) |
Unamortized original issue discount | (9) | (6.2) | (3.4) |
Total debt | 1,994.3 | 2,700.3 | 2,522.5 |
Less: Current portion of long-term debt | (11.4) | (13.2) | (11.2) |
Short-term borrowings | (16.5) | (0.4) | (0.6) |
Long-term debt | 1,966.4 | 2,686.7 | 2,510.7 |
Secured Debt | Senior Secured Credit Facilities | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Unamortized deferred financing costs | (28.4) | (34.2) | |
Unamortized original issue discount | (2.9) | (3.4) | |
Secured Debt | 2021 U.S. Dollar Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 1,500 | ||
Unamortized deferred financing costs | (34.4) | (28.4) | |
Unamortized original issue discount | (9) | (2.9) | |
Secured Debt | 2017 U.S. Dollar Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 0 | 873 | 882 |
Secured Debt | Senior Secured Credit Facilities - US Dollar Incremental Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 149.6 | ||
Unamortized deferred financing costs | (1.5) | ||
Unamortized original issue discount | (3.3) | ||
Secured Debt | Senior Secured Credit Facilities - Euro Term Loan | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 0 | 1,146.9 | 1,062.5 |
Line of credit | Revolving Credit Facility | Senior Secured Credit Facilities | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 0 | 0 | 120 |
Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 548.5 | 503 | |
Unamortized deferred financing costs | (9.7) | $ (10.6) | |
Senior Notes | 2021 Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | 500 | ||
Unamortized deferred financing costs | $ (6.2) | (9.7) | |
Senior Notes | 2017 Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Total Debt | $ 548.5 |
DEBT AND CREDIT FACILITIES - _3
DEBT AND CREDIT FACILITIES - Senior Secured Credit Facilities (Details) € in Millions, $ in Millions | Sep. 29, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 06, 2017USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 28, 2021USD ($) | Sep. 28, 2021EUR (€) | Sep. 06, 2017EUR (€) |
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 2,667.8 | $ 16.7 | $ 22.9 | $ 21.3 | $ 20.5 | |||||||
Unamortized deferred financing costs - term loans | $ 39.6 | $ 40.6 | 40.6 | 39.6 | 44.6 | |||||||
Unamortized original issue discount | 6.2 | 9 | 9 | 6.2 | 3.4 | |||||||
Secured Debt | Senior Secured Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Deferred financing costs | $ 51.2 | |||||||||||
Unamortized deferred financing costs - term loans | 28.4 | 28.4 | 34.2 | |||||||||
Write Off Of Debt Discount | 0.9 | |||||||||||
Original issue discount | 5.1 | |||||||||||
Unamortized original issue discount | 2.9 | 2.9 | 3.4 | |||||||||
Original issue discount charged to interest expense | 0.9 | |||||||||||
Secured Debt | 2017 U.S. Dollar Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 900 | $ 900 | ||||||||||
Repayments of debt | $ 868.5 | |||||||||||
Amount outstanding | 873 | 0 | 0 | 873 | 882 | |||||||
Secured Debt | Senior Secured Credit Facilities - Euro Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | € | € 970 | € 970 | ||||||||||
Repayments of debt | 535.7 | 571.4 | ||||||||||
Amount outstanding | 1,146.9 | 0 | 0 | 1,146.9 | 1,062.5 | |||||||
Secured Debt | 2021 U.S. Dollar Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 1,500 | |||||||||||
Total Net Leverage Ratio | 4.50 | |||||||||||
Deferred financing costs | $ 69.1 | |||||||||||
Unamortized deferred financing costs - term loans | 28.4 | 34.4 | 34.4 | 28.4 | ||||||||
Original issue discount | $ 12.6 | |||||||||||
Unamortized original issue discount | $ 2.9 | 9 | 9 | $ 2.9 | ||||||||
Deferred financing costs charged to interest expense | 8.3 | |||||||||||
Amount outstanding | $ 1,500 | $ 1,500 | ||||||||||
Secured Debt | London Interbank Offered Rate (LIBOR) | 2017 U.S. Dollar Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 3.00% | |||||||||||
Interest rate | 3.21% | 3.21% | ||||||||||
Secured Debt | London Interbank Offered Rate (LIBOR) | 2021 U.S. Dollar Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 3.50% | 3.50% | ||||||||||
Secured Debt | London Interbank Offered Rate (LIBOR) | 2021 U.S. Dollar Term Loan | Interest Rate Scenario One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
EURIBOR floor rate | 0.50% | |||||||||||
Basis spread on variable interest rate | 3.00% | |||||||||||
Secured Debt | London Interbank Offered Rate (LIBOR) | 2021 U.S. Dollar Term Loan | Interest Rate Scenario Three | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.75% | |||||||||||
Secured Debt | EURIBOR | Senior Secured Credit Facilities - Euro Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
EURIBOR floor rate | 0.00% | 0.00% | ||||||||||
Basis spread on variable interest rate | 3.25% | |||||||||||
Interest rate | 3.25% | 3.25% | ||||||||||
Secured Debt | ABR | Senior Secured Credit Facilities | Interest Rate Scenario Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.00% | |||||||||||
Secured Debt | ABR | 2021 U.S. Dollar Term Loan | Interest Rate Scenario Four | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 1.75% | |||||||||||
Secured Debt | Revolving Credit Facility | Senior Secured Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 450 | |||||||||||
Unamortized deferred financing costs - credit facility | $ 2.2 | $ 4 | $ 4 | $ 2.2 | 3.3 | |||||||
Available borrowing capacity | 240.1 | 440.3 | 440.3 | 240.1 | 129.3 | |||||||
Line of credit | Revolving Credit Facility | Senior Secured Credit Facilities | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 250 | |||||||||||
Amount outstanding | 0 | 0 | 0 | 0 | 120 | |||||||
Letters of credit outstanding | 9.9 | $ 9.7 | $ 9.7 | 9.9 | $ 0.7 | |||||||
Available borrowing capacity | $ 240.1 | $ 240.1 |
DEBT AND CREDIT FACILITIES - US
DEBT AND CREDIT FACILITIES - US Dollar Incremental Loan (Details) - USD ($) $ in Millions | Jun. 23, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Amount borrowed | $ 2,000 | $ 167.4 | $ 169 | ||
Unamortized deferred financing costs - term loans | 40.6 | 39.6 | $ 44.6 | ||
Unamortized original issue discount | $ 9 | 6.2 | $ 3.4 | ||
Secured Debt | Senior Secured Credit Facilities - US Dollar Incremental Term Loan | |||||
Debt Instrument [Line Items] | |||||
Debt face amount | $ 150 | ||||
Amount borrowed | 144.5 | ||||
Deferred financing costs | 1.7 | ||||
Unamortized deferred financing costs - term loans | 1.5 | ||||
Original issue discount | $ 3.8 | ||||
Unamortized original issue discount | $ 3.3 |
DEBT AND CREDIT FACILITIES - 20
DEBT AND CREDIT FACILITIES - 2021 Senior Notes (Details) € in Millions, $ in Millions | Sep. 29, 2021USD ($) | Aug. 08, 2017USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 29, 2021EUR (€) | Aug. 08, 2017EUR (€) |
Debt Instrument [Line Items] | |||||||||
Repayments of debt | $ 2,667.8 | $ 16.7 | $ 22.9 | $ 21.3 | $ 20.5 | ||||
Unamortized deferred financing costs | 40.6 | 39.6 | 44.6 | ||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | € | € 450 | ||||||||
Interest rate | 5.625% | 5.625% | |||||||
Percentage of redemption on principal amount | 101.00% | ||||||||
Deferred financing costs | $ 14.5 | ||||||||
Unamortized deferred financing costs | 9.7 | $ 10.6 | |||||||
Senior Notes | 2021 Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | $ 500 | ||||||||
Interest rate | 4.625% | 4.625% | |||||||
Percentage of redemption on principal amount | 100.00% | ||||||||
Deferred financing costs | $ 6.2 | ||||||||
Unamortized deferred financing costs | $ 6.2 | $ 9.7 | |||||||
Redemption price percentage | 40.00% | ||||||||
Senior Notes | 2021 Senior Notes | Debt Instrument, Redemption, Period Four [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of redemption on principal amount | 104.625% | ||||||||
Senior Notes | 2017 Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt amount redeemed | € | € 450 | ||||||||
Interest rate | 5.625% | 5.625% | |||||||
Percentage of redemption on principal amount | 101.40% | ||||||||
Repayments of debt | $ 536.7 | ||||||||
Redemption value, principal amount | 529.1 | ||||||||
Payment of redemption premium | 7.6 | ||||||||
Write off of Deferred Debt Issuance Cost | $ 8 |
DEBT AND CREDIT FACILITIES - _4
DEBT AND CREDIT FACILITIES - Sale-Leaseback Transactions (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($)propertyitem | |
DEBT AND CREDIT FACILITIES | |
Number of properties sold | property | 2 |
Proceeds from sale | $ | $ 22.9 |
Sale Leaseback Transaction Initial Lesase Term | 15 years |
Number of lease renewal options | item | 4 |
Lease renewal term | 5 years |
DEBT AND CREDIT FACILITIES - _5
DEBT AND CREDIT FACILITIES - Debt redemption prices (Details) | Sep. 29, 2021 | Aug. 15, 2020 | Aug. 08, 2017 | Sep. 30, 2021 |
Senior Notes | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 101.00% | |||
Senior Notes | 2021 Senior Notes | ||||
Debt Instrument, Redemption [Line Items] | ||||
Redemption prices (expressed as percentages of principal amount) | 40.00% | |||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
October 1, 2024 to September 30, 2025 | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 102.80% | |||
October 1, 2024 to September 30, 2025 | Senior Notes | 2021 Senior Notes | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 102.313% | |||
October 1, 2025 to September 30, 2026 | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 101.40% | |||
October 1, 2025 to September 30, 2026 | Senior Notes | 2021 Senior Notes | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 101.156% | |||
On or after October 1, 2026 | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||
On or after October 1, 2026 | Senior Notes | 2021 Senior Notes | ||||
Debt Instrument, Redemption [Line Items] | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% |
PREFERRED EQUITY CERTIFICATES_5
PREFERRED EQUITY CERTIFICATES (Details) $ in Millions | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2021€ / shares | |
Preferred Equity Certificates [Roll Forward] | |||||
Carrying Value December 31, 2020 | $ 641.7 | $ 588.4 | |||
Redemption | (620.9) | 0 | $ 3.1 | ||
Foreign Currency Translation | (20.8) | 53.3 | |||
Carrying Value June 30, 2021 | $ 0 | 641.7 | $ 588.4 | ||
Interest Expense | $ 0 | $ 4.9 | $ 5.2 | ||
Par value | € / shares | € 1 | ||||
Term | 30 years | 30 years |
DERIVATIVES AND HEDGING ACTIV_8
DERIVATIVES AND HEDGING ACTIVITIES - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
DERIVATIVES AND HEDGING ACTIVITIES | ||
Net unrealized after-tax loss | $ 14.8 | $ 17.8 |
Net unrealized after-tax derivative loss to be reclassified into earnings within the next twelve months | 3 | |
Net unrealized after-tax derivative loss reclassified from AOCI | $ 13.1 |
DERIVATIVES AND HEDGING ACTIV_9
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | $ (20.8) | $ (2.2) | |
Derivatives designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative assets | $ 6.6 | 0 | |
Derivative liabilities | (12.1) | (20.8) | |
Derivatives not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | (14.8) | 0 | |
Interest rate swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | (20.8) | ||
Interest rate swaps | Derivatives designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | 0 | (20.8) | |
Interest rate swaps | Derivatives not designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | (14.8) | 0 | |
Interest rate caps | Derivatives designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative liabilities | (0.8) | 0 | |
Cross currency swaps | Derivatives designated as hedging instruments | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative assets | 6.6 | 0 | |
Derivative liabilities | $ (11.3) | $ 0 |
DERIVATIVES AND HEDGING ACTI_10
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | $ 2.3 | $ (2.2) | $ 6.8 | $ (2.6) | $ (4.8) | $ 0.2 | $ 0.5 |
Foreign currency forward contracts | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | 0 | 0 | 0 | 0.5 | 0.5 | $ 0.2 | $ 0.5 |
Interest rate swaps | |||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||
Total | $ 2.3 | $ (2.2) | $ 6.8 | $ (3.1) | $ (5.3) |
DERIVATIVES AND HEDGING ACTI_11
DERIVATIVES AND HEDGING ACTIVITIES- Components of derivatives (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Aug. 31, 2019 | |
Floating to fixed interest rate swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 720 | |
Original Maturity in Months | 60 days | |
Fixed to floating interest rate swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 720 | |
Original Maturity in Months | 36 days | |
Amount of derivative at Month 48 | $ 315 | |
U.S. dollar to Euro currency swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 500 | |
Original Maturity in Months | 60 days | |
U.S. dollar floating to Euro fixed interest rate swap | ||
Derivative [Line Items] | ||
Notional Amount | $ 500 | |
Original Maturity in Months | 60 days | |
U.S. dollar interest rate cap | ||
Derivative [Line Items] | ||
Notional Amount | $ 650 | |
Original Maturity in Months | 36 days |
FAIR VALUE MEASUREMENTS AND O_8
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Assets and liabilities measured on a recurring basis (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | $ (20.8) | $ (2.2) | |
Contingent consideration | $ (7.2) | (8.2) | (12.5) |
Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (20.8) | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 2.9 | 118.4 | 12.4 |
Restricted cash and compensating balance deposits | 7.3 | 8.8 | 14 |
Contingent consideration | (7.2) | (8.2) | (12.5) |
Fair Value, Recurring | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (14.8) | (20.8) | 6.5 |
Fair Value, Recurring | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (0.8) | ||
Fair Value, Recurring | Cross currency swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (4.7) | ||
Fair Value, Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 2.9 | 118.4 | 12.4 |
Restricted cash and compensating balance deposits | 7.3 | 8.8 | 14 |
Contingent consideration | 0 | 0 | |
Fair Value, Recurring | Level 1 | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Restricted cash and compensating balance deposits | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Fair Value, Recurring | Level 2 | Interest rate swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (14.8) | (20.8) | 6.5 |
Fair Value, Recurring | Level 2 | Interest rate caps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (0.8) | ||
Fair Value, Recurring | Level 2 | Cross currency swaps | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liabilities | (4.7) | ||
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash equivalents | 0 | 0 | |
Restricted cash and compensating balance deposits | 0 | 0 | |
Contingent consideration | $ (7.2) | (8.2) | (12.5) |
Fair Value, Recurring | 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_9
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash and equivalents, noncurrent | $ 5 | $ 5 | $ 5.7 | $ 5.2 | |||
Restricted cash and equivalents, current | 2.3 | 2.3 | 3.2 | 8.8 | |||
Contingent consideration liability | 7.2 | 7.2 | 8.2 | 12.5 | |||
Contingent consideration (gain) loss | 0.9 | $ 0.7 | 1 | $ 2 | 1.1 | $ (5.5) | $ (0.1) |
Money market funds | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Cash equivalents | 0 | 0 | 113 | ||||
Receivables factoring program | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash and equivalents, noncurrent | 4.7 | 4.7 | 5.4 | ||||
Restricted cash and equivalents, current | 2.3 | 2.3 | 3.1 | ||||
Cash collateral for credit | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Restricted cash, noncurrent | $ 0.3 | $ 0.3 | $ 0.3 |
FAIR VALUE MEASUREMENTS AND _10
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS - Debt and Preferred Equity Certificates fair values (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | $ 641.7 | $ 588.4 | |
Debt and Preferred Equity Certificates | 3,313.8 | 3,107.9 | |
Carrying Amount | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | ||
Debt and Preferred Equity Certificates | $ 1,950.4 | 3,313.8 | |
Carrying Amount | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 538.7 | 492.4 | |
Preferred Equity Certificates | 538.7 | ||
Carrying Amount | Senior Secured Credit Facilities | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 493.8 | ||
Carrying Amount | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 0 | 120 | |
Carrying Amount | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 1,456.6 | 859.1 | 864.6 |
Carrying Amount | U.S. Dollar Incremental Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 144.8 | 0 | |
Carrying Amount | Euro Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 1,129.5 | 1,042.5 | |
Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | 588.4 | |
Debt and Preferred Equity Certificates | 3,360.7 | 3,124.8 | |
Fair Value | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Preferred Equity Certificates | 641.7 | ||
Debt and Preferred Equity Certificates | 1,985.1 | 3,360.7 | |
Fair Value | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 552.7 | 494.2 | |
Preferred Equity Certificates | 552.7 | ||
Fair Value | Senior Secured Credit Facilities | Senior Notes | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 507.7 | ||
Fair Value | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 0 | 120 | |
Fair Value | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | $ 1,477.4 | 856.3 | 863.4 |
Fair Value | U.S. Dollar Incremental Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | 149 | 0 | |
Fair Value | Euro Term Loan | Secured Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt | $ 1,161 | $ 1,058.8 |
DEFINED BENEFIT PENSION PLAN_11
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Components of net periodic benefit income: | |||||||
Service cost | $ 1.6 | $ 1.5 | $ 4.4 | $ 4.9 | $ 6 | $ 4.9 | $ 5.8 |
Interest cost | 0.2 | 0.7 | 2.3 | 1.6 | 4.2 | 7 | 7.2 |
Expected return on plan assets | (4.5) | (4.2) | (12) | (13.7) | |||
Total benefit income | $ 2.7 | $ 2 | $ 5.3 | $ 7.2 | $ (6.9) | $ (4) | $ (5) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||||||
Statutory income tax (benefit) provision | $ (7.3) | $ (19) | $ (56) | ||||
Income tax (benefit) provision | $ 19.2 | $ 7.1 | $ 7 | $ 23.9 | 9.2 | 32.7 | 14.4 |
Income tax expense related to non-deductible share-based compensation | 16.9 | ||||||
Increase in valuation allowance | (6.5) | (12) | 2.2 | ||||
Income tax expense related to estimated book-tax differences that are permanent in nature | 10.3 | 26 | |||||
TRA liability | $ 258 | $ 258 | |||||
Income Tax Contingency [Line Items] | |||||||
Statutory income tax (benefit) provision | $ (7.3) | $ (19) | $ (56) | ||||
LIBOR | |||||||
Income Tax Contingency [Line Items] | |||||||
TRA interest due on past due amounts, basis spread on variable interest rate | 3.00% |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Mar. 29, 2021 | Sep. 06, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 |
Bain | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to related parties | $ 0 | $ 0 | ||||||||
Management Fee | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual management fee | $ 7,500,000 | |||||||||
Related party, expense | 7,500,000 | $ 7,500,000 | $ 7,500,000 | |||||||
Management Fee | Bain | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual management fee | $ 7,500,000 | |||||||||
Payment to related party | $ 17,500,000 | |||||||||
Related party, expense | $ 1,800,000 | $ 5,600,000 | $ 19,400,000 | |||||||
Consulting fees | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, expense | 9,800,000 | 9,800,000 | ||||||||
Due to related parties | $ 0 | $ 0 | ||||||||
Consulting fees | Bain | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, expense | $ 0 | $ 2,900,000 | 3,300,000 | 2,500,000 | ||||||
Termination Fees | Bain | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party, expense | $ 400,000 | $ 2,700,000 |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based compensation expense | $ 16 | $ 0.6 | $ 99.3 | $ 1.2 | $ 67.5 | $ 3 |
Cost of Sales | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based compensation expense | 0.9 | 0 | 6.9 | 0 | ||
Selling, general and administrative expenses | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based compensation expense | $ 15.1 | $ 0.6 | $ 92.4 | $ 1.2 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 16,000,000 | $ 600,000 | $ 99,300,000 | $ 1,200,000 | $ 67,500,000 | $ 3,000,000 |
Conversion of share-based awards | $ 68,100,000 | |||||
Shares reserved for issuance | 15,000,000 | 15,000,000 | ||||
Management Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 12,100,000 | 500,000 | $ 60,800,000 | 1,100,000 | 67,500,000 | $ 3,000,000 |
Long Term Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 1,200,000 | $ 0 | 29,700,000 | $ 0 | $ 0 | |
Additional Paid-in Capital | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Conversion of share-based awards | 68,100,000 | |||||
Restricted Share Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 1,800,000 | 6,300,000 | ||||
Cash-settled restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 900,000 | $ 2,500,000 | ||||
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
MEIP Shares | |
Number of Awards | |
Unvested (shares) | shares | 6,984,060 |
Granted (shares) | shares | 0 |
Vested (shares) | shares | (292,825) |
Converted Restricted Ordinary Shares (shares) | shares | (6,691,235) |
Unvested (shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 14.51 |
Granted (usd per share) | $ / shares | 0 |
Vested (usd per share) | $ / shares | 14.51 |
Converted to Restricted Ordinary Shares (usd per share) | $ / shares | 14.51 |
Unvested (usd per share) | $ / shares | $ 0 |
Restricted Shares | |
Number of Awards | |
Unvested (shares) | shares | 0 |
Granted (shares) | shares | 0 |
Converted from MEIP shares (shares) | shares | 7,763,231 |
Vested (shares) | shares | (1,186,014) |
Forfeited (shares) | shares | (7,540) |
Unvested (shares) | shares | 6,569,677 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 0 |
Converted from MEIP shares (usd per share) | $ / shares | 15 |
Vested (usd per share) | $ / shares | 15 |
Forfeited (usd per share) | $ / shares | 15 |
Unvested (usd per share) | $ / shares | $ 15 |
Restricted Share Units (RSUs) | |
Number of Awards | |
Unvested (shares) | shares | 0 |
Granted (shares) | shares | 1,607,988 |
Vested (shares) | shares | (189,120) |
Forfeited (shares) | shares | 0 |
Unvested (shares) | shares | 1,418,868 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 15 |
Vested (usd per share) | $ / shares | 15 |
Forfeited (usd per share) | $ / shares | 0 |
Unvested (usd per share) | $ / shares | $ 15 |
RESTRUCTURING ACTIVITIES - Ex_2
RESTRUCTURING ACTIVITIES - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
RESTRUCTURING ACTIVITIES | |||||||
Lease receivable contracts, net | $ 16.5 | $ 16.5 | |||||
Inventory and Property and equipment | 0.4 | 0.4 | |||||
Employee termination benefits | 2.9 | $ 2 | 5.5 | $ 5.3 | |||
Restructuring charges | 19.8 | 2 | 22.4 | 5.3 | $ 25.6 | $ 19.8 | $ 24.9 |
Other associated restructuring charges | 1.1 | 0.3 | 5.5 | 1.8 | 4.7 | 6.5 | 6.4 |
Total | $ 20.9 | $ 2.3 | $ 27.9 | $ 7.1 | $ 30.3 | $ 26.3 | $ 31.3 |
RESTRUCTURING ACTIVITIES - Ac_2
RESTRUCTURING ACTIVITIES - Accrual (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring accrual at beginning of period | $ 26.3 | $ 13.4 | $ 9.5 |
Accrual and accrual adjustments | (22.4) | 25.6 | 19.8 |
Cash payments during period | (15.7) | (12.5) | (16.1) |
Write-offs | (0.4) | ||
Foreign currency translation | (0.2) | (0.2) | 0.2 |
Restructuring accrual at end of period | 32.4 | 26.3 | $ 13.4 |
Lease Receivable Contracts, Net | |||
Restructuring Reserve [Roll Forward] | |||
Accrual and accrual adjustments | (16.5) | ||
Restructuring accrual at end of period | 16.5 | ||
Inventory and Property and Equipment | |||
Restructuring Reserve [Roll Forward] | |||
Accrual and accrual adjustments | (0.4) | ||
Write-offs | (0.4) | ||
Employee Termination Benefits | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring accrual at beginning of period | 26.3 | ||
Accrual and accrual adjustments | (5.5) | ||
Cash payments during period | (15.7) | ||
Foreign currency translation | (0.2) | ||
Restructuring accrual at end of period | $ 15.9 | $ 26.3 |
RESTRUCTURING ACTIVITIES - Re_2
RESTRUCTURING ACTIVITIES - Restructuring charges by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 19.8 | $ 2 | $ 22.4 | $ 5.3 | $ 25.6 | $ 19.8 | $ 24.9 |
Operating segments | Institutional | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 19.5 | 0.5 | 20.8 | 2.9 | |||
Operating segments | Food & Beverage | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 0.3 | 0 | 1.2 | 0.6 | |||
Corporate | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | $ 0 | $ 1.5 | $ 0.4 | $ 1.8 |
ACCUMULATED OTHER COMPREHENSI_7
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | $ 624.2 | $ (400.5) | $ (508.6) | $ (321.2) | $ (321.2) | $ (356.9) | $ (44.3) |
Other comprehensive income before reclassifications | 39.1 | (122.7) | |||||
Amounts reclassified from AOCI to net income | (6.8) | 0 | |||||
Other comprehensive income (loss) | (27.1) | (28.8) | 32.3 | (122.7) | (148.2) | 30.3 | (90) |
Balance | 568.9 | (411.3) | 568.9 | (411.3) | (508.6) | (321.2) | (356.9) |
Accumulated Other Comprehensive Loss | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (153.3) | (158.4) | (212.7) | (64.5) | (64.5) | (94.8) | (4.6) |
Other comprehensive income before reclassifications | (142.6) | 29.8 | |||||
Amounts reclassified from AOCI to net income | (5.6) | 0.5 | |||||
Other comprehensive income (loss) | (148.2) | 30.3 | |||||
Balance | (180.4) | (187.2) | (180.4) | (187.2) | (212.7) | (64.5) | (94.8) |
Unrecognized Pension Items | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (42.6) | (13.6) | (13.6) | (10.9) | |||
Other comprehensive income before reclassifications | 0 | (1.2) | (28.2) | (2.7) | |||
Amounts reclassified from AOCI to net income | 0 | 0 | (0.8) | ||||
Other comprehensive income (loss) | 0 | (1.2) | (29) | (2.7) | |||
Balance | (42.6) | (14.8) | (42.6) | (14.8) | (42.6) | (13.6) | (10.9) |
Cumulative Translation Adjustment | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (154.1) | (54.7) | (54.7) | (84.5) | |||
Other comprehensive income before reclassifications | 31.3 | (99.7) | (99.4) | 29.8 | |||
Amounts reclassified from AOCI to net income | 0 | 0 | |||||
Other comprehensive income (loss) | 31.3 | (99.7) | (99.4) | 29.8 | |||
Balance | (122.8) | (154.4) | (122.8) | (154.4) | (154.1) | (54.7) | (84.5) |
Cash flow hedging activities, net of tax | |||||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||||
Balance | (16) | 3.8 | 3.8 | 0.6 | |||
Other comprehensive income before reclassifications | 7.8 | (21.8) | (15) | 2.7 | |||
Amounts reclassified from AOCI to net income | (6.8) | 0 | (4.8) | 0.5 | |||
Other comprehensive income (loss) | 1 | (21.8) | (19.8) | 3.2 | |||
Balance | $ (15) | $ (18) | $ (15) | $ (18) | $ (16) | $ 3.8 | $ 0.6 |
SEGMENTS - Net sales and Adju_2
SEGMENTS - Net sales and Adjusted EBITDA (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
SEGMENTS | ||||||||
Number of reportable segments | segment | 2 | 2 | ||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 | |
Adjusted EBITDA for reportable segments | 118.6 | 115.6 | $ 337.1 | 334.8 | 455.1 | 398.3 | 379.4 | |
Institutional | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 487.2 | 522.4 | 1,431.5 | 1,490.6 | 1,995.3 | 1,979.1 | 2,023.9 | |
Adjusted EBITDA for reportable segments | 84.3 | 89.2 | 253.2 | 233.5 | 340.7 | 296.4 | 279.8 | |
Food & Beverage | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 177.7 | 158.7 | 515 | $ 471.2 | 633.9 | 644.8 | 664.2 | |
Adjusted EBITDA for reportable segments | $ 34.3 | $ 26.4 | $ 83.9 | $ 101.3 | $ 114.4 | $ 101.9 | $ 99.6 |
SEGMENTS - Reconciliation of _2
SEGMENTS - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA for reportable segments | $ 118.6 | $ 115.6 | $ 337.1 | $ 334.8 | $ 455.1 | $ 398.3 | $ 379.4 | |
Interest expense | (25.8) | (32.4) | (97.4) | $ (94.8) | ||||
Interest income | 0.8 | 1.2 | 2.9 | 4.6 | 5.9 | 7.5 | 5.8 | |
Amortization expense of intangible assets | (24.2) | (24.8) | (72.6) | (74) | (98.2) | (93.7) | (91.2) | |
Depreciation expense included in cost of sales | (20.4) | (21.4) | (62) | (64.4) | (89.5) | (84.4) | (73.4) | |
Depreciation expense included in selling, general and administrative expenses | (2.9) | (2.3) | (6.9) | (6.2) | (7.9) | (7.4) | (7.6) | |
Transition and transformation costs and non-recurring costs | (7.5) | (11.2) | (33.1) | (20) | (42.5) | (52.8) | (120.6) | |
Restructuring costs | (19.8) | (2) | (22.4) | (5.3) | (25.6) | (19.8) | (24.9) | |
Foreign currency (gain) loss related to Argentina subsidiaries | 2.9 | 0.3 | 2.7 | (0.3) | (1.6) | (11.4) | (2.4) | |
Adjustment to tax indemnification asset | (0.1) | (0.1) | (1.4) | (1.4) | ||||
Merger and acquisition-related costs | 0 | 0.9 | 0 | 0.9 | 1 | 0.3 | 7.3 | |
BAIN Capital management fee | 0 | (1.8) | (19.4) | (5.6) | (7.5) | (7.5) | (7.5) | |
Non-cash pension and other post-employment benefit plan | 4.3 | 3.5 | 12 | 9.7 | 12.9 | 8.8 | 10.5 | |
Unrealized foreign currency exchange (gain) loss | 2.4 | 8.8 | (5.2) | 17.6 | 25.1 | (10.8) | (1.8) | |
Factoring and securitization fees | (1.4) | (1.3) | (3.6) | (3.2) | (4.3) | (3.4) | (0.6) | |
Share-based compensation | (16) | (0.6) | (99.3) | (1.2) | (67.5) | (3) | ||
Tax receivable agreement adjustments | (4.1) | |||||||
Loss on extinguishment of debt | (15.6) | 0 | (15.6) | 0 | ||||
Realized foreign currency exchange loss on debt refinancing | (4.5) | (4.5) | ||||||
Other items | (1.7) | (1.7) | (2.8) | (2.3) | 1.7 | (0.9) | (2.4) | |
Income (loss) before income tax provision (benefit) | (22.9) | 20.1 | (132.1) | 57.2 | (29.3) | (76.3) | (224.7) | |
Termination fee | 17.5 | |||||||
Operating segments | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Adjusted EBITDA for reportable segments | 118.6 | 115.6 | 334.8 | 337.1 | ||||
Corporate | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Corporate costs | (12) | (8.8) | (34.2) | (32.2) | $ 53.9 | $ 58.5 | $ 57.8 | |
Restructuring costs | $ 0 | $ (1.5) | $ (0.4) | $ (1.8) |
SEGMENTS - Net sales by geogr_2
SEGMENTS - Net sales by geographic region (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | $ 664.9 | $ 681.1 | $ 1,946.5 | $ 1,961.8 | $ 2,629.2 | $ 2,623.9 | $ 2,688.1 |
Asia Pacific | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 82.9 | 84.6 | 245.5 | 249.5 | 326.2 | 394.5 | 407.2 |
Europe | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 313.8 | 280.3 | 841.8 | 840.2 | 1,132.9 | 1,189.4 | 1,225.3 |
Latin America | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 45.5 | 37.2 | 133.6 | 124.7 | 168.7 | 203.3 | 226.1 |
Middle East & Africa | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 63 | 52.5 | 170.9 | 164.9 | 217.2 | 255.6 | 253.4 |
North America | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | 159.7 | 226.5 | 554.7 | 582.5 | 784.2 | 581.1 | 576.1 |
U.S. | |||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||
Net sales | $ 120.5 | $ 175.4 | $ 390.4 | $ 463.7 | $ 610.9 | $ 474.2 | $ 463.5 |
EARNINGS (LOSS) PER SHARE (De_2
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
EARNINGS (LOSS) PER SHARE | |||||||
Net income (loss) attributable to common shareholders, Basic | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | $ (38.5) | $ (109) | $ (239.1) |
Net income (loss) attributable to common shareholders, Diluted | $ (42.1) | $ 13 | $ (139.1) | $ 33.3 | |||
Weighted average shares outstanding | 301.6 | 243.2 | 283.4 | 243.2 | |||
Dilutive securities | 0 | 0 | 0 | 0 | |||
Denominator for earnings per share - weighted average shares | 301.6 | 243.2 | 283.4 | 243.2 | |||
Earnings (loss) per share, Basic (usd per share) | $ (0.14) | $ 0.05 | $ (0.49) | $ 0.14 | |||
Earnings (loss) per share, Diluted (usd per share) | $ (0.14) | $ 0.05 | $ (0.49) | $ 0.14 | |||
Adjustment for shares exchanged (in shares) | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 | 47.4 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions | Oct. 25, 2021USD ($) |
Minimum | |
Subsequent Event [Line Items] | |
Maximum funding for receivables sold | $ 75 |
Maximum | |
Subsequent Event [Line Items] | |
Maximum funding for receivables sold | $ 100 |