COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 31, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40293 | |
Entity Registrant Name | DIVERSEY HOLDINGS, LTD. | |
Entity Incorporation, State or Country Code | E9 | |
Entity Address, Address Line One | 1300 Altura Road, Suite 125 | |
Entity Address, City or Town | Fort Mill | |
Entity Address, State or Province | SC | |
Entity Address, Postal Zip Code | 29708 | |
City Area Code | 803 | |
Local Phone Number | 746-2200 | |
Title of 12(b) Security | Ordinary Shares, par value $0.0001 | |
Trading Symbol | DSEY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 301,269,707 | |
Entity Central Index Key | 0001831617 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 70.7 | $ 192.9 |
Trade receivables, net of allowance for doubtful accounts of $26.4 and $28.7 | 372.8 | 342 |
Other receivables | 58.2 | 71 |
Inventories | 331.2 | 282.4 |
Prepaid expenses and other current assets | 88.2 | 62 |
Total current assets | 921.1 | 950.3 |
Property and equipment, net | 187.1 | 188.3 |
Goodwill | 463.9 | 467 |
Intangible assets, net | 2,238.2 | 2,311.4 |
Other non-current assets | 343.8 | 369.1 |
Total assets | 4,154.1 | 4,286.1 |
Current liabilities: | ||
Short-term borrowings | 3.2 | 0.4 |
Current portion of long-term debt | 14.9 | 13.2 |
Accounts payable | 426.7 | 404.6 |
Accrued restructuring costs | 16.4 | 26.3 |
Other current liabilities | 394.1 | 512.4 |
Total current liabilities | 855.3 | 956.9 |
Long-term debt, less current portion | 1,935.5 | 2,686.7 |
Preferred equity certificates | 0 | 641.7 |
Deferred taxes | 174.4 | 181.1 |
Other non-current liabilities | 564.7 | 328.3 |
Total liabilities | 3,529.9 | 4,794.7 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.01 par value per share, 0 and 243,163,947 shares authorized and outstanding in 2021 and 2020, respectively | 0 | 2.2 |
Ordinary shares, $0.0001 par value per share; 1,000,000,000 and 0 shares authorized, 301,269,707 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 2.2 |
Preferred shares, $0.0001 par value per share, 200,000,000 and 0 shares authorized, 0 and 0 shares outstanding in 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 1,419.8 | 247.2 |
Accumulated deficit | (642.3) | (545.3) |
Accumulated other comprehensive loss | (153.3) | (212.7) |
Total stockholders' equity | 624.2 | (508.6) |
Total liabilities and stockholders' equity | $ 4,154.1 | $ 4,286.1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 26.4 | $ 28.7 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 243,163,947 |
Common stock, shares outstanding | 301,269,707 | 243,163,947 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000,000 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 650.1 | $ 625.8 | $ 1,281.6 | $ 1,280.7 |
Cost of sales | 384.5 | 365.5 | 769.6 | 739.1 |
Gross profit | 265.6 | 260.3 | 512 | 541.6 |
Selling, general and administrative expenses | 206.2 | 179.8 | 449.3 | 393.9 |
Transition and transformation costs | 10.2 | 3.8 | 25.6 | 8.8 |
Management fee | 0 | 1.9 | 19.4 | 3.8 |
Amortization of intangible assets | 24.1 | 24.6 | 48.4 | 49.2 |
Restructuring costs | 2.1 | 1.9 | 2.6 | 3.3 |
Operating income (loss) | 23 | 48.3 | (33.3) | 82.6 |
Interest expense | 27.9 | 30.8 | 71.6 | 62.4 |
Foreign currency (gain) loss related to Argentina subsidiaries | 2.2 | (0.3) | 0.2 | 0.6 |
Other (income) expense, net | 4 | (4.2) | 4.1 | (17.5) |
Income (loss) before income tax provision (benefit) | (11.1) | 22 | (109.2) | 37.1 |
Income tax provision (benefit) | (9.8) | 5.6 | (12.2) | 16.8 |
Net income (loss) | $ (1.3) | $ 16.4 | $ (97) | $ 20.3 |
Basic income (loss) per share (usd per share) | $ 0 | $ 0.07 | $ (0.35) | $ 0.08 |
Diluted income (loss) per share (usd per share) | $ 0 | $ 0.07 | $ (0.35) | $ 0.08 |
Basic weighted average shares outstanding | 300.8 | 243.2 | 274.2 | 243.2 |
Diluted weighted average shares outstanding | 300.8 | 243.2 | 274.2 | 243.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (1.3) | $ 16.4 | $ (97) | $ 20.3 |
Other comprehensive income (loss): | ||||
Pension plans and post-employment benefits | 0 | (0.4) | 0 | (0.4) |
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 | 1.1 | (4.8) | 5.1 | (23.3) |
Foreign currency translation adjustments | 21.7 | (1.4) | 54.3 | (70.2) |
Other comprehensive income (loss) | 22.8 | (6.6) | 59.4 | (93.9) |
Comprehensive income (loss) | $ 21.5 | $ 9.8 | $ (37.6) | $ (73.6) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Cash flow hedging activities, taxes | $ 0 | $ 0.5 | $ (1) | $ 7 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Adoption of new accounting standard Topic ASC 326 | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitAdoption of new accounting standard Topic ASC 326 | Accumulated Other Comprehensive Loss |
Balance at Dec. 31, 2019 | $ (321.2) | $ (5.7) | $ 2.2 | $ 242.2 | $ (501.1) | $ (5.7) | $ (64.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Pension and post-employment benefits | (0.4) | (0.4) | |||||
Cash flow hedging activities, net of tax | (23.3) | (23.3) | |||||
Foreign currency translation adjustments | (70.2) | (70.2) | |||||
Net income (loss) | 20.3 | 20.3 | |||||
Balance at Jun. 30, 2020 | (400.5) | 2.2 | 242.2 | (486.5) | (158.4) | ||
Balance at Mar. 31, 2020 | (410.3) | 2.2 | 242.2 | (502.9) | (151.8) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Pension and post-employment benefits | (0.4) | (0.4) | |||||
Cash flow hedging activities, net of tax | (4.8) | (4.8) | |||||
Foreign currency translation adjustments | (1.4) | (1.4) | |||||
Net income (loss) | 16.4 | 16.4 | |||||
Balance at Jun. 30, 2020 | (400.5) | 2.2 | 242.2 | (486.5) | (158.4) | ||
Balance at Dec. 31, 2020 | (508.6) | 2.2 | 247.2 | (545.3) | (212.7) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Effect of reorganization transactions | (41.8) | (2.2) | (39.6) | ||||
Issuance of ordinary shares sold in IPO, net of offering costs | 725.7 | 725.7 | |||||
Exchange of preferred equity certificates for ordinary shares | 620.9 | 620.9 | |||||
Conversion of share-based awards | 68.1 | 68.1 | |||||
Share-based compensation | 53.2 | 53.2 | |||||
Tax receivable agreement | (255.7) | (255.7) | |||||
Pension and post-employment benefits | 0 | ||||||
Cash flow hedging activities, net of tax | 5.1 | 5.1 | |||||
Foreign currency translation adjustments | 54.3 | 54.3 | |||||
Net income (loss) | (97) | (97) | |||||
Balance at Jun. 30, 2021 | 624.2 | 0 | 1,419.8 | (642.3) | (153.3) | ||
Balance at Mar. 31, 2021 | 515.6 | 0 | 1,332.7 | (641) | (176.1) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares sold in IPO, net of offering costs | 71.4 | 71.4 | |||||
Share-based compensation | 15.7 | 15.7 | |||||
Pension and post-employment benefits | 0 | ||||||
Cash flow hedging activities, net of tax | 1.1 | 1.1 | |||||
Foreign currency translation adjustments | 21.7 | 21.7 | |||||
Net income (loss) | (1.3) | (1.3) | |||||
Balance at Jun. 30, 2021 | $ 624.2 | $ 0 | $ 1,419.8 | $ (642.3) | $ (153.3) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
Operating activities: | |||
Net income (loss) | $ (97) | $ 20.3 | |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | |||
Depreciation and amortization | 94 | 96.2 | |
Amortization of deferred financing costs and original issue discount | 19.3 | 5.1 | |
Gain on cash flow hedges | 0 | (1.5) | |
Deferred taxes | (6.2) | (0.7) | |
Unrealized foreign currency exchange (gain) loss | 7.6 | (8.8) | |
Share-based compensation | 53.2 | 0.6 | |
Impact of highly inflationary economy - Argentina | 0.2 | 0.6 | |
Provision for bad debts | 3.3 | 13 | |
Provision for slow moving inventory | 3.1 | 3.1 | |
Other non-cash, net | (8.3) | (0.5) | |
Changes in operating assets and liabilities: | |||
Trade receivables, net | (66.8) | (6.2) | |
Inventories, net | (53.1) | (91.1) | |
Accounts payable | 25.2 | (14.6) | |
Income taxes, net | (23) | 0.8 | |
Other assets and liabilities, net | (51.2) | (10.9) | |
Cash provided by (used in) operating activities | (99.7) | 5.4 | |
Investing activities: | |||
Acquisition of intellectual property | (3) | 0 | |
Dosing and dispensing equipment | (30.2) | (21.1) | |
Capital expenditures | (11.6) | (12.7) | |
Collection of deferred factored receivables | 32.4 | 38.3 | |
Cash provided by (used in) investing activities | (12.4) | 4.5 | |
Financing activities: | |||
Contingent consideration payments | (0.1) | 0 | |
Proceeds from short-term borrowings | 3.1 | (0.3) | |
Proceeds from revolving credit facility | 25 | 90 | |
Payments on revolving credit facility | (25) | (210) | |
Proceeds from long-term borrowings | 0 | 167.4 | |
Payments on long-term borrowings | (733.9) | (11.5) | |
Payment of deferred financing costs | (2.5) | 0 | |
Issuance of ordinary shares sold in IPO, net of offering costs | 725.7 | 0 | |
Cash provided by (used in) financing activities | (7.7) | 35.6 | |
Exchange rate changes on cash, cash equivalents and restricted cash | (2.9) | (4.2) | |
Increase (decrease) in cash, cash equivalents and restricted cash | (122.7) | 41.3 | |
Cash, cash equivalents and restricted cash at beginning of period | [1] | 201.7 | 142.3 |
Cash, cash equivalents and restricted cash at end of period | [2] | 79 | 183.6 |
Supplemental Cash Flow Information: | |||
Interest payments | 57.5 | 58.4 | |
Income tax payments | 16.8 | 11.4 | |
Conversion of preferred equity certificates to equity | 620.9 | 114.3 | |
Beneficial interest obtained in exchange for factored receivables | $ 17.1 | $ 34.5 | |
[1] | Restricted cash was $8.9 million and $14.0 million as of December 31, 2020 and December 31, 2019, respectively. | ||
[2] | Restricted cash was $8.3 million and $10.8 million as of June 30, 2021 and June 30, 2020, respectively. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash collateral | $ 8.3 | $ 8.9 | $ 10.8 | $ 14 |
THE COMPANY AND BASIS OF PRESEN
THE COMPANY AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
THE COMPANY AND BASIS OF PRESENTATION | THE COMPANY AND BASIS OF PRESENTATION Description of Business Diversey Holdings, Ltd. (hereafter the "Company", “we,” “us,” and “our”), 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®-branded solutions includes fully integrated lines of products and dispensing systems for hard surface cleaning, disinfecting and sanitizing, hand washing, deodorizing, mechanical and manual ware washing, hard surface and carpeted floor cleaning systems, cleaning tools and utensils, fabric care for professional laundry applications comprising detergents, stain removers, bleaches and a broad range of dispensing equipment for process control and management information systems. Floor care machines are commercialized under the well-established Taski® brand. We are globally operated with manufacturing facilities, sales centers, administrative offices and warehouses located throughout the world, and we have a global team of approximately 8,500 employees as of June 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the Condensed Consolidated Financial Statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the periods. These estimates include, among other items, 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 . The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The Company can elect to apply the amendments in this update as of March 12, 2020 through December 31, 2022, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company continues to evaluate this new standard update and the impact of this guidance on the Condensed Consolidated Financial Statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional expedients and exceptions allowed under Topic 848. The Company has not utilized any of the optional expedients or exceptions available under Topic 848. The Company continues to assess whether this ASU is applicable throughout the effective period, in conjunction with our assessment of ASU 2020-4. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 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 . The other goods or services promised in the contract are not identified as performance obligations when they are not separate, distinct, or material. Transaction Price and Variable Consideration Our contracts contain fixed and variable components. The Company's variable considerations include, but are not limited to, rebates, prebates, discounts, and returns. The amount of variable consideration is estimated at contract inception by using the most likely amount method pending on the nature of the variable consideration. Such variable consideration is re-evaluated each reporting period, and accruals are booked based on the re-evaluated estimates and variable consideration recognized to date. Charges for rebates and other allowances are recognized as a deduction from revenue on an accrual basis in the period in which the associated revenue is recorded. When we estimate our rebate accruals, we consider customer-specific contractual commitments including stated rebate rates and history of actual rebates paid. Our rebate accruals are reviewed at each reporting period and adjusted to reflect data available at that time. We adjust the accruals to reflect any differences between estimated and actual amounts. These adjustments impact the amount of net sales recognized by us in the corresponding period of adjustment. Charges for rebates and other allowances were 23.8% and 24.7% of gross sales for the three months ended June 30, 2021 and June 30, 2020, respectively, and 24.2% and 26.2% of gross sales for the six months ended June 30, 2021 and June 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 Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Europe $ 293.0 $ 250.8 $ 525.9 $ 545.9 North America 172.6 200.8 391.8 356.0 Asia Pacific 79.1 79.5 158.2 164.9 Middle East and Africa 55.1 48.0 107.9 112.4 Latin America 46.0 39.0 88.1 87.5 Revenue from contracts with customers 645.8 618.1 1,271.9 1,266.7 Other revenue (Leasing: Sales-type and Operating) 4.3 7.7 9.7 14.0 Total revenue $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 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 June 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. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS 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 $21.8 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 as of the acquisition date. 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 SaneChem business contributed $3.2 million and $6.4 million of revenue for the three and six months ended June 30, 2021, respectively. The net income contribution was not material for the three or six months ended June 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) SaneChem 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 did not incur any merger and acquisition-related costs for the three or six months ended June 30, 2021 or the three or six months ended June 30, 2020. 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. As of June 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 and other liabilities. 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 acquired Wypetech business contributed $2.5 million and $4.7 million of revenue for the three and six months ended June 30, 2021, respectively. The net income contribution was not material for the three or six months ended June 30, 2021. 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 six months ended June 30, 2021 or the three or six months ended June 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. |
FINANCIAL STATEMENT DETAILS
FINANCIAL STATEMENT DETAILS | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
FINANCIAL STATEMENT DETAILS | FINANCIAL STATEMENT DETAILS Inventories Our net inventory balances were: (in millions) June 30, 2021 December 31, 2020 Raw materials $ 65.8 $ 60.8 Work in process 2.6 3.7 Finished goods 262.8 217.9 $ 331.2 $ 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 ($179.0 million) at June 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 ($4.8 million) as of June 30, 2021. We are also required to service the receivables sold without fee. The Company sold $313.3 million and $362.7 million of receivables to Factofrance and received cash from Factofrance of $315.6 million and $352.3 million during the six months ended June 30, 2021 and June 30, 2020, respectively. The difference of $(2.3) million and $10.4 million is the activity for the six months ended June 30, 2021 and June 30, 2020, respectively, net of fees and reserves. We collected from our customers and remitted to Factofrance $320.2 million and $364.4 million during the six months ended June 30, 2021 and June 30, 2020, respectively. The funded status, which is defined as the balance of outstanding receivables purchased, less holdbacks and reserves, was $52.4 million and $40.8 million as of June 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 $38.5 million as of June 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 $0.8 million for the six months ended June 30, 2021. We transferred and derecognized $277.3 million of receivables and collected $289.9 million in connection with our arrangement with PNC during the six months ended June 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: Six Months Ended June 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for bad debts 3.3 13.0 Write-offs (2.0) (2.6) Balance, end of period $ 36.5 $ 39.0 Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) June 30, 2021 December 31, 2020 Prepaid expenses $ 38.6 $ 35.2 Income tax receivables 44.8 22.2 Restricted cash and compensating balance deposits 3.2 3.2 Other current assets 1.6 1.4 $ 88.2 $ 62.0 Other non-current assets The components of other non-current assets were as follows: (in millions) June 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 147.5 $ 153.0 Tax indemnification asset 23.5 24.8 Lease receivables 25.8 30.2 Deferred financing fees - revolver 2.9 0.9 Restricted cash 5.1 5.7 Finance lease right-of-use assets, net 4.0 4.9 Operating lease right-of-use assets, net 49.3 62.8 Deferred taxes 59.4 60.6 Other non-current assets 26.3 26.2 $ 343.8 $ 369.1 Depreciation expense for our dosing and dispensing equipment was $17.4 million and $18.1 million for the three months ended June 30, 2021 and June 30, 2020, respectively. Depreciation expense for our dosing and dispensing equipment was $34.8 million and $36.8 million for the six months ended June 30, 2021 and June 30, 2020, respectively. Other Current and Non-current Liabilities The components of other current liabilities were as follows: (in millions) June 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 95.1 $ 131.9 Accrued customer volume rebates 128.4 146.0 Contingent consideration 3.2 3.3 Value added, general and sales tax payable 28.1 36.0 Accrued interest payable 18.9 24.6 Income taxes payable 7.9 6.0 Interest rate swaps 8.8 8.8 Operating lease liabilities 19.1 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 78.3 63.3 $ 394.1 $ 512.4 The components of other non-current liabilities were as follows: (in millions) June 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 186.4 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.0 43.7 Contingent consideration 5.2 4.9 Asset retirement obligations 6.6 6.6 Interest rate swaps 5.5 12.0 Operating lease liabilities 30.3 38.8 Tax receivable agreement 262.0 — Other non-current liabilities 23.5 17.0 $ 564.7 $ 328.3 Other (Income) Expense, net The following table provides details of our Other (Income) Expense, net: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Interest income $ (1.2) $ (1.2) $ (2.1) $ (3.4) Unrealized foreign exchange (gain) loss 1.7 (0.5) 7.6 (8.8) Realized foreign exchange (gain) loss 0.9 (1.2) 0.6 (0.8) Non-cash pension and other post-employment benefit plan (3.9) (3.1) (7.7) (6.2) Release of tax indemnification asset 1.3 1.3 1.3 1.3 Factoring and securitization fees 1.2 1.2 2.2 1.9 Tax receivable agreement adjustments 4.1 — 4.1 — Other, net (0.1) (0.7) (1.9) (1.5) $ 4.0 $ (4.2) $ 4.1 $ (17.5) |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Our property and equipment and accumulated depreciation balances were as follows: (in millions) June 30, 2021 December 31, 2020 Land and improvements $ 43.5 $ 44.0 Buildings 52.6 51.9 Machinery and equipment 87.6 81.9 Other property and equipment 48.5 47.9 Construction-in-progress 31.1 28.5 Property and equipment, gross 263.3 254.2 Less: Accumulated depreciation (76.2) (65.9) Property and equipment, net $ 187.1 $ 188.3 |
GOODWILL AND IDENTIFIABLE INTAN
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS | GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS Goodwill The following table represents a roll forward of our goodwill balances by reportable segments: (in millions) Institutional Food & Beverage Total Balance at December 31, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisition adjustments — (0.7) (0.7) Impairment — — — Currency translation adjustment (1.7) (0.7) (2.4) Balance at June 30, 2021 $ 336.2 $ 127.7 $ 463.9 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 June 30, 2021, respectively: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 928.9 $ (164.2) $ — $ 764.7 Trademarks 29.0 (6.6) — 22.4 Capitalized software 78.8 (64.1) — 14.7 Brand name 632.8 (120.7) — 512.1 Non-compete agreements 8.7 (8.5) — 0.2 Favorable leases 4.3 (2.7) — 1.6 Intellectual property 40.4 (4.8) — 35.6 Total intangible assets with definite lives 1,722.9 (371.6) — 1,351.3 Trademarks and trade names with indefinite lives 886.9 — — 886.9 Total identifiable intangible assets $ 2,609.8 $ (371.6) $ — $ 2,238.2 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: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book 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 |
DEBT AND CREDIT FACILITIES
DEBT AND CREDIT FACILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT AND CREDIT FACILITIES | DEBT AND CREDIT FACILITIES The components of debt and credit facilities were as follows: (in millions) June 30, 2021 December 31, 2020 Senior Secured Credit Facilities U.S. Dollar Term Loan $ 868.5 $ 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan 543.6 1,146.9 Revolving Credit Facility — — Senior Notes 537.1 548.5 Short-term borrowings 3.2 0.4 Finance lease obligations 4.1 5.2 Financing obligations 23.9 22.5 Unamortized deferred financing costs (25.2) (39.6) Unamortized original issue discount (1.6) (6.2) Total debt 1,953.6 2,700.3 Less: Current portion of long-term debt (14.9) (13.2) Short-term borrowings (3.2) (0.4) Long-term debt $ 1,935.5 $ 2,686.7 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 U.S. dollar denominated term loan (the “U.S. Dollar Term Loan”), a €970.0 million senior secured Euro denominated term loan (the “Euro Term Loan” and together with the U.S. Dollar Term Loan, the "Term Loan Facility") and a $250.0 million revolving credit facility, which was increased to $450.0 million on March 29, 2021 pursuant to an amendment (the “Revolving Credit Facility,” together with the "Term Loan Facility", the "Senior Secured Credit Facilities"). Both the U.S. Dollar Term Loan and the Euro Term Loan mature on September 6, 2024, while the Revolving Credit Facility matures on March 28, 2026, subject to certain exceptions. In March and April 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 associated with the U.S. Dollar Term Loan is 3.00% plus a 3-month LIBOR rate. At June 30, 2021, the interest rate for the U.S. Dollar Term Loan is 3.19%. 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 June 30, 2021, the interest rate for this term loan is 3.25%. Deferred financing costs of $51.2 million related to the issuance of the U.S. Dollar Term Loan and the Euro Term Loan are recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of interest expense over the life of the term loans. Unamortized deferred financing costs were $16.6 million and $28.4 million as of June 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 six months ended June 30, 2021. 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 $1.6 million and $2.9 million as of June 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 six months ended June 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 $4.2 million and $2.2 million as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, the Company had no borrowings outstanding under the Revolving Credit Facility and $9.8 million of letters of credit outstanding, which reduced the available borrowing capacity thereunder to approximately $440.2 million. As of December 31, 2020, the Company had 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 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 June 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 six months ended June 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 six months ended June 30, 2021 as the U.S. Dollar Incremental Loan was repaid. Senior 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 (the "Senior Notes"). On September 6, 2017, the proceeds of the Senior Notes were released from escrow and, together with equity contributions and the proceeds from borrowings under the Term Loan Facility, were used to fund the Diversey Acquisition. The Senior Notes were sold at par and are due August 15, 2025. The Senior Notes bear interest at 5.625% and interest is payable semi-annually on February 15 and August 15 of each year. Deferred financing costs related to the issuance of the Senior 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 Senior Notes. Unamortized deferred financing costs were $8.6 million and $9.7 million as of June 30, 2021 and December 31, 2020, respectively. The Company has the option to redeem all or part of the Senior Notes at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest, if redeemed during the periods indicated below: Year Percentage August 15, 2020 to August 14, 2021 102.8% August 15, 2021 to August 14, 2022 101.4% On or after August 15, 2022 100.0% Upon the occurrence of certain events constituting a change of control, holders of the Senior Notes have the right to require the Company to repurchase all or any part of the Senior 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 Senior 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 Senior 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 Senior Notes are unconditionally guaranteed on a senior basis by certain of the Company’s subsidiaries. The indenture governing the Senior 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 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. |
PREFERRED EQUITY CERTIFICATES
PREFERRED EQUITY CERTIFICATES | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
PREFERRED EQUITY CERTIFICATES | PREFERRED EQUITY CERTIFICATES Constellation was financed in part by preferred equity certificates ("PECs"), which are commonly used in private equity transactions in Luxembourg 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: (in millions) Maturity date Interest Rate Carrying Value December 31, 2020 Redemption Foreign Currency Translation Carrying Value June 30, 2021 Interest Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — The Series 1 PECs were legal obligations to security holders, having a par value (and face amount) of EUR 1.00 each. The Series 1 PECs were yield-free and had a term of 30 years from the date of issuance, but could be redeemed earlier at the election of the Company. Mandatory retirement or optional redemption of the Series 1 PECs were at a price equal to par value. On March 25, 2021, the Series 1 PECs were exchanged for ordinary shares of the Company as part of the Reorganization Transactions discussed in Note 1 . |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES As a large global organization, we face exposure to market risks, such as fluctuations in foreign currency exchange rates and interest rates. To manage the volatility relating to these exposures, we enter into various derivative instruments from time to time under our risk management policies. We designate derivative instruments as hedges on a transactional basis to support hedge accounting. The changes in fair value of these hedging instruments offset in part or in whole corresponding changes in the fair value or cash flows of the underlying exposures being hedged. We assess the initial and ongoing effectiveness of our hedging relationships in accordance with our policy. We do not purchase, hold or sell derivative financial instruments for trading purposes. Our practice is to terminate derivative transactions if the underlying asset or liability matures or is sold or terminated, or if we determine the underlying forecasted transaction is no longer probable of occurring. 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 June 30, 2021 and December 31, 2020, there were no foreign currency forward contracts designated as cash flow hedges. Interest Rate Swap Contracts Designated as Cash Flow Hedges During August 2019, the Company entered into 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 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 have original maturities of 60 months, and the notional amount is reduced to $315 million at month 48. The short and long term fair value of our interest rate swap contracts are liabilities of $14.3 million and $20.8 million as of June 30, 2021 and December 31, 2020, respectively, and are included as a part of our other current liabilities and other non-current liabilities in our Condensed Consolidated Balance Sheets. Net unrealized after-tax loss related to these contracts that were included in other comprehensive income was $10.7 million and $19.2 million for the six months ended June 30, 2021 and June 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 $6.6 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. Fair Value of Derivative Instruments See Note 11 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 Condensed Consolidated Balance Sheets: (in millions) June 30, 2021 December 31, 2020 Derivative liabilities Interest rate swaps $ (14.3) $ (20.8) Total derivative liabilities $ (14.3) $ (20.8) The following table details the effect of our derivative instruments on our Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ — $ 0.1 $ — $ 0.5 Interest rate swaps (1) 2.3 (1.5) 4.5 (0.9) Total $ 2.3 $ (1.4) $ 4.5 $ (0.4) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and six months ended June 30, 2021 and June 30, 2020. |
FAIR VALUE MEASUREMENTS AND OTH
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS | FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS Fair Value Measurements In determining the fair value of financial instruments, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. We determine the fair value of our financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: June 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.7 $ 2.7 $ — $ — Restricted cash and compensating balance deposits $ 8.3 $ 8.3 $ — $ — Interest rate swaps, net liability $ (14.3) $ — $ (14.3) $ — Contingent consideration $ (8.4) $ — $ — $ (8.4) 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 June 30, 2021 and December 31, 2020, the Company classified its money market funds as Cash and cash equivalents with a market value of $0.7 million and $113.0 million, respectively. Restricted Cash and Compensating Balances As disclosed in Note 5 , we entered into a Master Agreement with Factofrance in connection with a non-recourse trade receivables factoring program with respect of several of our subsidiaries 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 $4.8 million is held as collateral and classified within Other non-current assets on the Condensed Consolidated Balance Sheet. The remaining $3.2 million is cash received but considered restricted and classified within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. 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 remeasure 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 $8.4 million and $8.2 million in contingent consideration liability at June 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 $0.1 million gain and a $0.2 million loss included in other (income) expense within the Condensed Consolidated Statement of Operations for the three months ended June 30, 2021 and June 30, 2020, respectively. There was a $0.2 million loss included in other (income) expense within the Condensed Consolidated Statement of Operations for each of the six months ended June 30, 2021 and June 30, 2020. 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: June 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value U.S. Dollar Term Loan (1) $ 856.5 $ 862.9 $ 859.1 $ 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) 537.4 546.2 1,129.5 1,161.0 Senior Notes (2) 528.5 546.1 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,922.4 $ 1,955.2 $ 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. |
DEFINED BENEFIT PENSION PLANS A
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS | DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS The following table shows the components of our net periodic benefit income: Three Months Ended June 30, Six Months Ended June 30, Line Item on Condensed Consolidated Statements of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.4 $ 3.3 $ 2.9 Selling, general and administrative expenses Interest cost 0.7 0.7 1.4 1.6 Other income Expected return on plan assets (4.7) (3.8) (9.2) (7.8) Other income Total benefit income $ (2.4) $ (1.7) $ (4.5) $ (3.3) Our net periodic benefit costs for our other post-employment benefit plans was not material for the three and six months ended June 30, 2021 and June 30, 2020. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES 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. Effective Income Tax Rate and Income Tax Provision For the three months ended June 30, 2021, the difference in the statutory income tax benefit of $(2.1) million and the recorded income tax benefit of $(9.8) million was primarily attributable to a net $(4.8) million of income tax benefit related to the remeasurement of deferred tax assets and liabilities, including the release of a valuation allowance in the Netherlands, due to tax law changes in the United Kingdom and the Netherlands. For the three months ended June 30, 2020, the difference in the statutory income tax provision of $4.2 million and the recorded income tax provision of $5.6 million was primarily attributable to $1.9 million of income tax expense related to estimated book-tax differences that are permanent in nature. For the six months ended June 30, 2021, the difference in the statutory income tax benefit of $(20.7) million and the recorded income tax benefit of $(12.2) million was primarily attributable to $7.2 million of income tax expense related to non-deductible share-based compensation, $3.3 million of income tax expense related to the termination of our management agreement with Bain Capital, an increase in the valuation allowance of $2.9 million related to limitations on the deductibility of interest expense, and a net $(4.8) million of income tax benefit related to a revaluation of our deferred taxes in the Netherlands and United Kingdom due to tax law changes. For the six months ended June 30, 2020, the difference in the statutory income tax provision of $7.0 million and the recorded income tax provision of $16.8 million was primarily attributable to $3.4 million of income tax expense related to estimated withholding taxes, $3.3 million of income tax expense related to estimated book-tax differences that are permanent in nature, and $2.6 million of income tax expense due to an unfavorable 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 June 30, 2021, the Company's liability under the TRA on an undiscounted basis was $262.0 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES At times, we are subject to governmental investigations and various legal actions and claims from governmental agencies and other parties. The outcomes of these matters are not within our complete control and may not be known for prolonged periods of time. We record a liability in the 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 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Bain Capital On September 6, 2017, in conjunction with the Diversey Acquisition, we entered into a management agreement with Bain Capital, our previous Sponsor. Pursuant to the management agreement, we paid Bain Capital a fee for advisory, consulting and other services (the "Management Fee"). 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 June 30, 2020, we recorded $1.9 million of Management Fee expense. During the six months ended June 30, 2021 and June 30, 2020, we recorded $19.4 million and $3.8 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 June 30, 2021 and June 30, 2020, we paid Bain Capital $0.3 million and $0.4 million, respectively, for consulting fees. For the six months ended June 30, 2021 and June 30, 2020, we paid Bain Capital $2.7 million and $0.4 million, respectively, for consulting fees. There were no fees due to Bain Capital at June 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. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Compensation Expense Share-based compensation expense is recognized on a straight-line basis over the requisite service periods, and our policy is to recognize forfeitures as they occur. Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Cost of sales $ 1.3 $ — $ 6.0 $ — Selling, general and administrative expenses 18.5 0.3 77.3 0.6 Total $ 19.8 $ 0.3 $ 83.3 $ 0.6 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 $11.2 million and $0.3 million was recorded for the three months ended June 30, 2021 and June 30, 2020, respectively. Compensation expense of $48.7 million and $0.6 million was recorded for the six months ended June 30, 2021 and June 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 six months ended June 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 Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) (14.51) Converted to Restricted Ordinary Shares (6,691,235) (14.51) Nonvested at June 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (24,581) (15.00) Forfeited (79,302) (15.00) Nonvested at June 30, 2021 7,659,348 $ 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 $4.5 million was recorded for both the three and six months ended June 30, 2021. A summary of changes in outstanding nonvested RSUs is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,607,988 15.00 Vested — — Forfeited — — Nonvested at June 30, 2021 1,607,988 $ 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 $2.5 million and $28.5 million was recorded for the three and six months ended June 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 six months ended June 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 $1.6 million was recorded for both the three and six months ended June 30, 2021. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | 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 Condensed Consolidated Statements of Operations is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Restructuring charges $ 2.1 $ 1.9 $ 2.6 $ 3.3 Other associated restructuring charges 2.1 1.5 4.4 1.5 Total $ 4.2 $ 3.4 $ 7.0 $ 4.8 Restructuring charges are presented separately on the Condensed Consolidated Statements of Operations. Other associated restructuring charges are recorded within Transition and transformation costs on the Condensed Consolidated Statements of Operations. The following table provides the details for the restructuring accrual: (in millions) Six Months Ended June 30, 2021 Restructuring accrual at beginning of period $ 26.3 Accrual and accrual adjustments 2.6 Cash payments during period (12.3) Foreign currency translation (0.2) Restructuring accrual at end of period $ 16.4 We anticipate paying the remaining $16.4 million of restructuring accrual within the next twelve months. This amount is included in Accrued restructuring costs on the Condensed Consolidated Balance Sheet at June 30, 2021. Restructuring charges by segment were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 1.3 $ 1.2 $ 1.3 $ 2.4 Food & Beverage 0.1 0.5 0.9 0.6 Corporate 0.7 0.2 0.4 0.3 Total $ 2.1 $ 1.9 $ 2.6 $ 3.3 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following tables provide detail of comprehensive loss: (in millions) Unrecognized Pension Items Cumulative Translation Adjustment Cash flow hedging activities, net of tax Accumulated Other Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 54.3 9.6 63.9 Amounts reclassified from AOCI to net income — — (4.5) (4.5) Net change — 54.3 5.1 59.4 Balance June 30, 2021 $ (42.6) $ (99.8) $ (10.9) $ (153.3) (in millions) Unrecognized Pension Items Cumulative Translation Adjustment Cash flow hedging activities, net of tax Accumulated Other Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (0.4) (70.2) (23.3) (93.9) Amounts reclassified from AOCI to net income — — — — Net change (0.4) (70.2) (23.3) (93.9) Balance June 30, 2020 $ (14.0) $ (124.9) $ (19.5) $ (158.4) |
SEGMENTS
SEGMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS | SEGMENTS Our operating segments, which are consistent with our reportable segments, reflect the structure of our internal organization, the method by which our resources are allocated and the manner by which the chief operating decision maker assesses our performance. Our reportable segment structure includes two segments, Institutional and Food & Beverage. Our segments are described as follows: • Institutional - Our Institutional products and services are designed to enhance cleanliness, safety, environmental sustainability, and efficiency for our customers. We offer a broad range of products, solutions, equipment and machines including infection prevention and personal care, floor and building care chemicals, kitchen and mechanical warewash chemicals and machines, dosing and dispensing equipment, and floor care machines. We deliver these solutions to customers in the healthcare, education, food service, retail and grocery, hospitality, and building service contractors industries. • Food & Beverage - Our Food & Beverage products and services are designed to maximize the hygiene, safety, and efficiency of our customers’ production and cleaning processes while minimizing their impact on the natural resources they consume. We offer a broad range of products, solutions, equipment and machines including chemical products, engineering and equipment solutions, knowledge-based services, training through our Diversey Hygiene Academy, and water treatment. We deliver these solutions to enhance food safety, operational excellence, and sustainability for customers in the brewing, beverage, dairy, processed foods, pharmaceutical, and agriculture industries. No operating segments were aggregated to form our reportable segments. The reportable segments are the segments of the Company for which separate financial information is available and for which segment results are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. We evaluate performance of the reportable segments based on the results of each segment. The performance metric used by our chief operating decision maker to evaluate performance of our reportable segments is Adjusted EBITDA. Certain amounts within segment Adjusted EBITDA for prior periods have been reclassified to conform with the current presentation, with no impact on consolidated Adjusted EBITDA. As described in Note 1 , 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 June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 476.4 $ 474.8 $ 944.3 $ 968.2 Food & Beverage 173.7 151.0 337.3 312.5 Total $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 78.1 $ 83.0 $ 149.2 $ 164.0 Food & Beverage 35.1 31.6 67.0 57.5 Total $ 113.2 $ 114.6 $ 216.2 $ 221.5 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 June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 113.2 $ 114.6 $ 216.2 $ 221.5 Corporate costs (11.9) (8.7) (22.2) (23.4) Interest expense (27.9) (30.8) (71.6) (62.4) Interest income 1.2 1.2 2.1 3.4 Amortization expense of intangible assets (24.1) (24.6) (48.4) (49.2) Depreciation expense included in cost of sales (20.8) (21.2) (41.6) (43.0) Depreciation expense included in selling, general and administrative expenses (2.0) (1.9) (4.0) (3.9) Transition and transformation costs and non-recurring costs (1) (10.2) (3.8) (25.6) (8.8) Restructuring costs (2) (2.1) (1.9) (2.6) (3.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) (2.2) 0.3 (0.2) (0.6) Adjustment to tax indemnification asset (4) (1.3) (1.3) (1.3) (1.3) Bain Capital management fee (5) — (1.9) (19.4) (3.8) Non-cash pension and other post-employment benefit plan (6) 3.9 3.1 7.7 6.2 Unrealized foreign currency exchange gain (loss) (7) (1.7) 0.5 (7.6) 8.8 Factoring and securitization fees (8) (1.2) (1.2) (2.2) (1.9) Share-based compensation (9) (19.8) (0.3) (83.3) (0.6) Tax receivable agreement adjustments (10) (4.1) — (4.1) — Other items (0.1) (0.1) (1.1) (0.6) Income (loss) before income tax provision (benefit) $ (11.1) $ 22.0 $ (109.2) $ 37.1 (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 including expenses mainly related to reduction in headcount. (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) 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 six months ended June 30, 2021. (6) 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. (7) 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. (8) 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. (9) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (10) 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. Geographic Regions Net sales (1) by geographic region are as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 81.0 $ 75.3 $ 162.6 $ 164.9 Europe 294.0 264.6 528.0 559.9 Latin America 46.0 38.9 88.1 87.5 Middle East & Africa 55.0 48.0 107.9 112.4 North America (2) 174.1 199.0 395.0 356.0 Total $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and six months ended June 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $122.2 million and $162.5 million for the three months ended June 30, 2021 and 2020, respectively, and $269.9 million and $288.3 million for the six months ended June 30, 2021 and 2020, respectively. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share amounts) 2021 2020 2021 2020 Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (1.3) $ (1.3) $ 16.4 $ 16.4 $ (97.0) $ (97.0) $ 20.3 $ 20.3 Weighted average shares outstanding (1) 300.8 300.8 243.2 243.2 274.2 274.2 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share - weighted average shares 300.8 300.8 243.2 243.2 274.2 274.2 243.2 243.2 Earnings (loss) per share $ — $ — $ 0.07 $ 0.07 $ (0.35) $ (0.35) $ 0.08 $ 0.08 (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 six months ended June 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On August 5, 2021 we entered into an agreement to acquire certain assets of Tasman Chemicals Pty. Limited, an Australian manufacturer of professional hygiene and cleaning solutions to the Institutional and Food & Beverage sectors with over 55 years of experience in the market. The acquisition is expected to close in the third quarter of 2021. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Our Condensed Consolidated Financial Statements include all of the accounts of the Company and our subsidiaries. These Condensed Consolidated Financial Statements reflect our financial position, results of operations, cash flows 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 |
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 . The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-bank Offered Rate ("LIBOR") or another reference rate expected to be discontinued. The Company can elect to apply the amendments in this update as of March 12, 2020 through December 31, 2022, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. The Company continues to evaluate this new standard update and the impact of this guidance on the Condensed Consolidated Financial Statements. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional expedients and exceptions allowed under Topic 848. The Company has not utilized any of the optional expedients or exceptions available under Topic 848. The Company continues to assess whether this ASU is applicable throughout the effective period, in conjunction with our assessment of ASU 2020-4. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues from contracts with customers summarized by region | Revenues from contracts with customers summarized by region were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Europe $ 293.0 $ 250.8 $ 525.9 $ 545.9 North America 172.6 200.8 391.8 356.0 Asia Pacific 79.1 79.5 158.2 164.9 Middle East and Africa 55.1 48.0 107.9 112.4 Latin America 46.0 39.0 88.1 87.5 Revenue from contracts with customers 645.8 618.1 1,271.9 1,266.7 Other revenue (Leasing: Sales-type and Operating) 4.3 7.7 9.7 14.0 Total revenue $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair values of the net assets acquired | The following table summarizes the preliminary fair values of the net assets acquired as of the December 30, 2020 acquisition date: (in millions) SaneChem 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) 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 |
FINANCIAL STATEMENT DETAILS (Ta
FINANCIAL STATEMENT DETAILS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Net inventory balances | Our net inventory balances were: (in millions) June 30, 2021 December 31, 2020 Raw materials $ 65.8 $ 60.8 Work in process 2.6 3.7 Finished goods 262.8 217.9 $ 331.2 $ 282.4 |
Activity in allowance for credit losses for trade and lease receivables | The following represents the activity in our allowance for credit losses for trade and lease receivables: Six Months Ended June 30, (in millions) 2021 2020 Balance, beginning of period $ 35.2 $ 21.5 Adoption of ASC 326 — 7.1 Provision for bad debts 3.3 13.0 Write-offs (2.0) (2.6) Balance, end of period $ 36.5 $ 39.0 |
Components of prepaid expenses and other current assets | Prepaid expenses and other current assets The components of prepaid expenses and other current assets were as follows: (in millions) June 30, 2021 December 31, 2020 Prepaid expenses $ 38.6 $ 35.2 Income tax receivables 44.8 22.2 Restricted cash and compensating balance deposits 3.2 3.2 Other current assets 1.6 1.4 $ 88.2 $ 62.0 |
Components of other non-current assets | The components of other non-current assets were as follows: (in millions) June 30, 2021 December 31, 2020 Dosing and dispensing equipment $ 147.5 $ 153.0 Tax indemnification asset 23.5 24.8 Lease receivables 25.8 30.2 Deferred financing fees - revolver 2.9 0.9 Restricted cash 5.1 5.7 Finance lease right-of-use assets, net 4.0 4.9 Operating lease right-of-use assets, net 49.3 62.8 Deferred taxes 59.4 60.6 Other non-current assets 26.3 26.2 $ 343.8 $ 369.1 |
Components of other current liabilities | The components of other current liabilities were as follows: (in millions) June 30, 2021 December 31, 2020 Accrued salaries, wages and related costs $ 95.1 $ 131.9 Accrued customer volume rebates 128.4 146.0 Contingent consideration 3.2 3.3 Value added, general and sales tax payable 28.1 36.0 Accrued interest payable 18.9 24.6 Income taxes payable 7.9 6.0 Interest rate swaps 8.8 8.8 Operating lease liabilities 19.1 22.9 Accrued share-based compensation 6.3 69.6 Other accrued liabilities 78.3 63.3 $ 394.1 $ 512.4 |
Components of other non-current liabilities | The components of other non-current liabilities were as follows: (in millions) June 30, 2021 December 31, 2020 Defined benefit pension plan liability $ 186.4 $ 203.1 Other post-employment benefit plan liability 2.2 2.2 Uncertain tax positions 43.0 43.7 Contingent consideration 5.2 4.9 Asset retirement obligations 6.6 6.6 Interest rate swaps 5.5 12.0 Operating lease liabilities 30.3 38.8 Tax receivable agreement 262.0 — Other non-current liabilities 23.5 17.0 $ 564.7 $ 328.3 |
Detail of Other (Income) Expense, net | The following table provides details of our Other (Income) Expense, net: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Interest income $ (1.2) $ (1.2) $ (2.1) $ (3.4) Unrealized foreign exchange (gain) loss 1.7 (0.5) 7.6 (8.8) Realized foreign exchange (gain) loss 0.9 (1.2) 0.6 (0.8) Non-cash pension and other post-employment benefit plan (3.9) (3.1) (7.7) (6.2) Release of tax indemnification asset 1.3 1.3 1.3 1.3 Factoring and securitization fees 1.2 1.2 2.2 1.9 Tax receivable agreement adjustments 4.1 — 4.1 — Other, net (0.1) (0.7) (1.9) (1.5) $ 4.0 $ (4.2) $ 4.1 $ (17.5) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment and accumulated depreciation balances | Our property and equipment and accumulated depreciation balances were as follows: (in millions) June 30, 2021 December 31, 2020 Land and improvements $ 43.5 $ 44.0 Buildings 52.6 51.9 Machinery and equipment 87.6 81.9 Other property and equipment 48.5 47.9 Construction-in-progress 31.1 28.5 Property and equipment, gross 263.3 254.2 Less: Accumulated depreciation (76.2) (65.9) Property and equipment, net $ 187.1 $ 188.3 |
GOODWILL AND IDENTIFIABLE INT_2
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Rollforward of goodwill balances by reportable segment | The following table represents a roll forward of our goodwill balances by reportable segments: (in millions) Institutional Food & Beverage Total Balance at December 31, 2020 $ 337.9 $ 129.1 $ 467.0 Acquisition adjustments — (0.7) (0.7) Impairment — — — Currency translation adjustment (1.7) (0.7) (2.4) Balance at June 30, 2021 $ 336.2 $ 127.7 $ 463.9 |
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 June 30, 2021, respectively: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 928.9 $ (164.2) $ — $ 764.7 Trademarks 29.0 (6.6) — 22.4 Capitalized software 78.8 (64.1) — 14.7 Brand name 632.8 (120.7) — 512.1 Non-compete agreements 8.7 (8.5) — 0.2 Favorable leases 4.3 (2.7) — 1.6 Intellectual property 40.4 (4.8) — 35.6 Total intangible assets with definite lives 1,722.9 (371.6) — 1,351.3 Trademarks and trade names with indefinite lives 886.9 — — 886.9 Total identifiable intangible assets $ 2,609.8 $ (371.6) $ — $ 2,238.2 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: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book 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 June 30, 2021, respectively: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book Value Customer relationships $ 928.9 $ (164.2) $ — $ 764.7 Trademarks 29.0 (6.6) — 22.4 Capitalized software 78.8 (64.1) — 14.7 Brand name 632.8 (120.7) — 512.1 Non-compete agreements 8.7 (8.5) — 0.2 Favorable leases 4.3 (2.7) — 1.6 Intellectual property 40.4 (4.8) — 35.6 Total intangible assets with definite lives 1,722.9 (371.6) — 1,351.3 Trademarks and trade names with indefinite lives 886.9 — — 886.9 Total identifiable intangible assets $ 2,609.8 $ (371.6) $ — $ 2,238.2 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: (in millions) Gross Carrying Value Accumulated Amortization Accumulated Impairment Net Book 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 |
DEBT AND CREDIT FACILITIES (Tab
DEBT AND CREDIT FACILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Components of debt and credit facilities | The components of debt and credit facilities were as follows: (in millions) June 30, 2021 December 31, 2020 Senior Secured Credit Facilities U.S. Dollar Term Loan $ 868.5 $ 873.0 U.S. Dollar Incremental Loan — 149.6 Euro Term Loan 543.6 1,146.9 Revolving Credit Facility — — Senior Notes 537.1 548.5 Short-term borrowings 3.2 0.4 Finance lease obligations 4.1 5.2 Financing obligations 23.9 22.5 Unamortized deferred financing costs (25.2) (39.6) Unamortized original issue discount (1.6) (6.2) Total debt 1,953.6 2,700.3 Less: Current portion of long-term debt (14.9) (13.2) Short-term borrowings (3.2) (0.4) Long-term debt $ 1,935.5 $ 2,686.7 |
Debt redemption prices | he Company has the option to redeem all or part of the Senior Notes at the following redemption prices (expressed as percentages of principal amount) plus accrued and unpaid interest, if redeemed during the periods indicated below: Year Percentage August 15, 2020 to August 14, 2021 102.8% August 15, 2021 to August 14, 2022 101.4% On or after August 15, 2022 100.0% |
PREFERRED EQUITY CERTIFICATES (
PREFERRED EQUITY CERTIFICATES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Preferred equity certificates | The PECs are summarized in the following table: (in millions) Maturity date Interest Rate Carrying Value December 31, 2020 Redemption Foreign Currency Translation Carrying Value June 30, 2021 Interest Expense Series 1 PECs 9/1/2047 See below $ 641.7 $ (620.9) $ (20.8) $ — $ — |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments included in the Consolidated Balance Sheets | The following table details the fair value of our derivative instruments included in the Condensed Consolidated Balance Sheets: (in millions) June 30, 2021 December 31, 2020 Derivative liabilities Interest rate swaps $ (14.3) $ (20.8) Total derivative liabilities $ (14.3) $ (20.8) |
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 June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Derivatives designated as hedging instruments: Cash flow hedges: Foreign currency forward contracts (1) $ — $ 0.1 $ — $ 0.5 Interest rate swaps (1) 2.3 (1.5) 4.5 (0.9) Total $ 2.3 $ (1.4) $ 4.5 $ (0.4) (1) Amounts recognized on the foreign currency forward contracts and interest rate swaps were included in Other (income) expense during the three and six months ended June 30, 2021 and June 30, 2020. |
FAIR VALUE MEASUREMENTS AND O_2
FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value hierarchy of financial assets and liabilities measured on a recurring basis | The following table details the fair value hierarchy of our financial assets and liabilities, which are measured at fair value on a recurring basis: June 30, 2021 (in millions) Total Fair Value Level 1 Level 2 Level 3 Cash equivalents $ 2.7 $ 2.7 $ — $ — Restricted cash and compensating balance deposits $ 8.3 $ 8.3 $ — $ — Interest rate swaps, net liability $ (14.3) $ — $ (14.3) $ — Contingent consideration $ (8.4) $ — $ — $ (8.4) 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) |
Carrying amounts and estimated fair values of debt and Preferred Equity Certificates | The table below shows the carrying amounts and estimated fair values of our debt, all of which are based on Level 2 inputs: June 30, 2021 December 31, 2020 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value U.S. Dollar Term Loan (1) $ 856.5 $ 862.9 $ 859.1 $ 856.3 U.S. Dollar Incremental Term Loan (1) — — 144.8 149.0 Euro Term Loan (1) 537.4 546.2 1,129.5 1,161.0 Senior Notes (2) 528.5 546.1 538.7 552.7 Revolving Credit Facility — — — — Preferred Equity Certificates — — 641.7 641.7 $ 1,922.4 $ 1,955.2 $ 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. |
DEFINED BENEFIT PENSION PLANS_2
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Components of net periodic benefit cost | The following table shows the components of our net periodic benefit income: Three Months Ended June 30, Six Months Ended June 30, Line Item on Condensed Consolidated Statements of Operations (in millions) 2021 2020 2021 2020 Components of net periodic benefit income: Service cost $ 1.6 $ 1.4 $ 3.3 $ 2.9 Selling, general and administrative expenses Interest cost 0.7 0.7 1.4 1.6 Other income Expected return on plan assets (4.7) (3.8) (9.2) (7.8) Other income Total benefit income $ (2.4) $ (1.7) $ (4.5) $ (3.3) |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation related to equity and liability awards | Share-based compensation expense related to equity and liability awards is included in the following line items in the Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Cost of sales $ 1.3 $ — $ 6.0 $ — Selling, general and administrative expenses 18.5 0.3 77.3 0.6 Total $ 19.8 $ 0.3 $ 83.3 $ 0.6 |
Summary of changes in outstanding unvested shares | A summary of changes in outstanding nonvested MEIP Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 6,984,060 $ 14.51 Granted — — Vested (292,825) (14.51) Converted to Restricted Ordinary Shares (6,691,235) (14.51) Nonvested at June 30, 2021 — $ — A summary of changes in outstanding nonvested Restricted Shares is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Converted from MEIP Shares 7,763,231 15.00 Granted — — Vested (24,581) (15.00) Forfeited (79,302) (15.00) Nonvested at June 30, 2021 7,659,348 $ 15.00 |
Summary of changes in outstanding nonvested RSUs | A summary of changes in outstanding nonvested RSUs is as follows: Number of Awards Weighted Average Grant Date Fair Value Nonvested at January 1, 2021 — $ — Granted 1,607,988 15.00 Vested — — Forfeited — — Nonvested at June 30, 2021 1,607,988 $ 15.00 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Details for restructuring activities | The following table details our restructuring activities as reflected in the Condensed Consolidated Statements of Operations is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Restructuring charges $ 2.1 $ 1.9 $ 2.6 $ 3.3 Other associated restructuring charges 2.1 1.5 4.4 1.5 Total $ 4.2 $ 3.4 $ 7.0 $ 4.8 Restructuring charges by segment were as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 1.3 $ 1.2 $ 1.3 $ 2.4 Food & Beverage 0.1 0.5 0.9 0.6 Corporate 0.7 0.2 0.4 0.3 Total $ 2.1 $ 1.9 $ 2.6 $ 3.3 |
Details for restructuring accrual | The following table provides the details for the restructuring accrual: (in millions) Six Months Ended June 30, 2021 Restructuring accrual at beginning of period $ 26.3 Accrual and accrual adjustments 2.6 Cash payments during period (12.3) Foreign currency translation (0.2) Restructuring accrual at end of period $ 16.4 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Detail of comprehensive loss | The following tables provide detail of comprehensive loss: (in millions) Unrecognized Pension Items Cumulative Translation Adjustment Cash flow hedging activities, net of tax Accumulated Other Balance December 31, 2020 $ (42.6) $ (154.1) $ (16.0) $ (212.7) Other comprehensive income before reclassifications — 54.3 9.6 63.9 Amounts reclassified from AOCI to net income — — (4.5) (4.5) Net change — 54.3 5.1 59.4 Balance June 30, 2021 $ (42.6) $ (99.8) $ (10.9) $ (153.3) (in millions) Unrecognized Pension Items Cumulative Translation Adjustment Cash flow hedging activities, net of tax Accumulated Other Balance December 31, 2019 $ (13.6) $ (54.7) $ 3.8 $ (64.5) Other comprehensive loss before reclassifications (0.4) (70.2) (23.3) (93.9) Amounts reclassified from AOCI to net income — — — — Net change (0.4) (70.2) (23.3) (93.9) Balance June 30, 2020 $ (14.0) $ (124.9) $ (19.5) $ (158.4) |
SEGMENTS (Tables)
SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
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 June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 476.4 $ 474.8 $ 944.3 $ 968.2 Food & Beverage 173.7 151.0 337.3 312.5 Total $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 Adjusted EBITDA for each of the Company’s reportable segments is as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Institutional $ 78.1 $ 83.0 $ 149.2 $ 164.0 Food & Beverage 35.1 31.6 67.0 57.5 Total $ 113.2 $ 114.6 $ 216.2 $ 221.5 |
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 June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Adjusted EBITDA for reportable segments $ 113.2 $ 114.6 $ 216.2 $ 221.5 Corporate costs (11.9) (8.7) (22.2) (23.4) Interest expense (27.9) (30.8) (71.6) (62.4) Interest income 1.2 1.2 2.1 3.4 Amortization expense of intangible assets (24.1) (24.6) (48.4) (49.2) Depreciation expense included in cost of sales (20.8) (21.2) (41.6) (43.0) Depreciation expense included in selling, general and administrative expenses (2.0) (1.9) (4.0) (3.9) Transition and transformation costs and non-recurring costs (1) (10.2) (3.8) (25.6) (8.8) Restructuring costs (2) (2.1) (1.9) (2.6) (3.3) Foreign currency gain (loss) related to Argentina subsidiaries (3) (2.2) 0.3 (0.2) (0.6) Adjustment to tax indemnification asset (4) (1.3) (1.3) (1.3) (1.3) Bain Capital management fee (5) — (1.9) (19.4) (3.8) Non-cash pension and other post-employment benefit plan (6) 3.9 3.1 7.7 6.2 Unrealized foreign currency exchange gain (loss) (7) (1.7) 0.5 (7.6) 8.8 Factoring and securitization fees (8) (1.2) (1.2) (2.2) (1.9) Share-based compensation (9) (19.8) (0.3) (83.3) (0.6) Tax receivable agreement adjustments (10) (4.1) — (4.1) — Other items (0.1) (0.1) (1.1) (0.6) Income (loss) before income tax provision (benefit) $ (11.1) $ 22.0 $ (109.2) $ 37.1 (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 including expenses mainly related to reduction in headcount. (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) 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 six months ended June 30, 2021. (6) 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. (7) 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. (8) 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. (9) Represents compensation expense associated with our Management Equity Incentive Plan and Long-Term Incentive Plan awards. See Note 16 — Share-Based Compensation. (10) 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. |
Net sales by geographic region | Net sales (1) by geographic region are as follows: Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Asia Pacific $ 81.0 $ 75.3 $ 162.6 $ 164.9 Europe 294.0 264.6 528.0 559.9 Latin America 46.0 38.9 88.1 87.5 Middle East & Africa 55.0 48.0 107.9 112.4 North America (2) 174.1 199.0 395.0 356.0 Total $ 650.1 $ 625.8 $ 1,281.6 $ 1,280.7 (1) No non-U.S. country accounted for net sales in excess of 10% of consolidated net sales for the three and six months ended June 30, 2021 or 2020. (2) Net sales to external customers within the U.S. were $122.2 million and $162.5 million for the three months ended June 30, 2021 and 2020, respectively, and $269.9 million and $288.3 million for the six months ended June 30, 2021 and 2020, respectively. |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings (loss) per share | The following table sets forth the calculation of basic and diluted earnings (loss) per share for the periods ended: Three Months Ended June 30, Six Months Ended June 30, (in millions, except per share amounts) 2021 2020 2021 2020 Basic Diluted Basic Diluted Basic Diluted Basic Diluted Net income (loss) attributable to common shareholders $ (1.3) $ (1.3) $ 16.4 $ 16.4 $ (97.0) $ (97.0) $ 20.3 $ 20.3 Weighted average shares outstanding (1) 300.8 300.8 243.2 243.2 274.2 274.2 243.2 243.2 Dilutive securities (2) — — — — — — — — Denominator for earnings per share - weighted average shares 300.8 300.8 243.2 243.2 274.2 274.2 243.2 243.2 Earnings (loss) per share $ — $ — $ 0.07 $ 0.07 $ (0.35) $ (0.35) $ 0.08 $ 0.08 (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 six months ended June 30, 2021, potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. |
THE COMPANY AND BASIS OF PRES_2
THE COMPANY AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Millions | Apr. 09, 2021USD ($)shares | Mar. 29, 2021USD ($)$ / sharesshares | Jun. 30, 2021employee |
Subsidiary, Sale of Stock [Line Items] | |||
Number of employees | employee | 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)
REVENUE RECOGNITION (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 645.8 | $ 618.1 | $ 1,271.9 | $ 1,266.7 |
Other revenue (Leasing: Sales-type and Operating) | 4.3 | 7.7 | 9.7 | 14 |
Total revenue | $ 650.1 | $ 625.8 | $ 1,281.6 | $ 1,280.7 |
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 | 23.80% | 24.70% | 24.20% | 26.20% |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | $ 293 | $ 250.8 | $ 525.9 | $ 545.9 |
Total revenue | 294 | 264.6 | 528 | 559.9 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 172.6 | 200.8 | 391.8 | 356 |
Total revenue | 174.1 | 199 | 395 | 356 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 79.1 | 79.5 | 158.2 | 164.9 |
Total revenue | 81 | 75.3 | 162.6 | 164.9 |
Middle East and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 55.1 | 48 | 107.9 | 112.4 |
Total revenue | 55 | 48 | 107.9 | 112.4 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contracts with customers | 46 | 39 | 88.1 | 87.5 |
Total revenue | $ 46 | $ 38.9 | $ 88.1 | $ 87.5 |
ACQUISITIONS - Additional infor
ACQUISITIONS - Additional information (Details) - USD ($) $ in Millions | Dec. 30, 2020 | Aug. 04, 2020 | Jul. 01, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 463.9 | $ 463.9 | $ 467 | ||||
Purchase of land and building facilities | 11.6 | $ 12.7 | |||||
SaneChem | |||||||
Business Acquisition [Line Items] | |||||||
Percentage acquired | 100.00% | ||||||
Total consideration | $ 21.8 | ||||||
Revenue of acquiree | 3.2 | 6.4 | |||||
Goodwill | $ 17.9 | ||||||
Wypetech | |||||||
Business Acquisition [Line Items] | |||||||
Percentage acquired | 100.00% | ||||||
Total consideration | $ 32.3 | ||||||
Revenue of acquiree | $ 2.5 | $ 4.7 | |||||
Goodwill | $ 22 | ||||||
Purchase of land and building facilities | $ 2.1 |
ACQUISITIONS - Fair values of n
ACQUISITIONS - Fair values of net assets acquired (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 | Jul. 01, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill on acquisition | $ 463.9 | $ 467 | ||
SaneChem | ||||
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 on acquisition | 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 on acquisition | 22 | |||
Net assets acquired | $ 32.3 |
FINANCIAL STATEMENT DETAILS - I
FINANCIAL STATEMENT DETAILS - Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 65.8 | $ 60.8 |
Work in process | 2.6 | 3.7 |
Finished goods | 262.8 | 217.9 |
Inventories | $ 331.2 | $ 282.4 |
FINANCIAL STATEMENT DETAILS - A
FINANCIAL STATEMENT DETAILS - Allowance for credit losses (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 35.2 | $ 21.5 |
Provision for bad debts | 3.3 | 13 |
Write-offs | (2) | (2.6) |
Balance, end of period | $ 36.5 | 39 |
Adoption of ASC 326 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 7.1 |
FINANCIAL STATEMENT DETAILS - F
FINANCIAL STATEMENT DETAILS - Factoring of trade receivables (Details) - Factofrance $ in Millions | Nov. 15, 2018EUR (€) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021EUR (€) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
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% | |||||
Maximum Total Funding Amount | € 150,000,000 | $ 179 | ||||
Restricted cash collateral | € 4,000,000 | 4.8 | ||||
Receivables sold | $ 313.3 | $ 362.7 | ||||
Advances received | 315.6 | 352.3 | ||||
Activity, net of fees and reserves | (2.3) | 10.4 | ||||
Amount collected from customers and remitted | $ 320.2 | $ 364.4 | ||||
Funded status | $ 52.4 | $ 40.8 |
FINANCIAL STATEMENT DETAILS - S
FINANCIAL STATEMENT DETAILS - Securitization of trade receivables (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Receivables pledged as collateral | $ 38,500,000 | |
Maximum funding | $ 75,000,000 | |
Fees associated with the arrangement | 800,000 | |
Proceeds from receivables transferred and derecognized | 277,300,000 | |
Collection of securitized accounts receivable | $ 289,900,000 |
FINANCIAL STATEMENT DETAILS - P
FINANCIAL STATEMENT DETAILS - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 38.6 | $ 35.2 |
Income tax receivables | 44.8 | 22.2 |
Restricted cash and compensating balance deposits | 3.2 | 3.2 |
Other current assets | 1.6 | 1.4 |
Prepaid expenses and other current assets | $ 88.2 | $ 62 |
FINANCIAL STATEMENT DETAILS - O
FINANCIAL STATEMENT DETAILS - Other non-current assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Dosing and dispensing equipment | $ 147.5 | $ 147.5 | $ 153 | ||
Tax indemnification asset | 23.5 | 23.5 | 24.8 | ||
Lease receivables | 25.8 | 25.8 | 30.2 | ||
Deferred financing fees - revolver | 2.9 | 2.9 | 0.9 | ||
Restricted cash | 5.1 | 5.1 | 5.7 | ||
Finance lease right-of-use assets, net | 4 | 4 | 4.9 | ||
Operating lease right-of-use assets, net | 49.3 | 49.3 | 62.8 | ||
Deferred taxes | 59.4 | 59.4 | 60.6 | ||
Other non-current assets | 26.3 | 26.3 | 26.2 | ||
Other non-current assets | 343.8 | 343.8 | $ 369.1 | ||
Depreciation expense | $ 17.4 | $ 18.1 | $ 34.8 | $ 36.8 |
FINANCIAL STATEMENT DETAILS -_2
FINANCIAL STATEMENT DETAILS - Other current liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued salaries, wages and related costs | $ 95.1 | $ 131.9 |
Accrued customer volume rebates | 128.4 | 146 |
Contingent consideration | 3.2 | 3.3 |
Value added, general and sales tax payable | 28.1 | 36 |
Accrued interest payable | 18.9 | 24.6 |
Income taxes payable | 7.9 | 6 |
Interest rate swaps | 8.8 | 8.8 |
Operating lease liabilities | 19.1 | 22.9 |
Accrued share-based compensation | 6.3 | 69.6 |
Other accrued liabilities | 78.3 | 63.3 |
Other current liabilities | $ 394.1 | $ 512.4 |
FINANCIAL STATEMENT DETAILS -_3
FINANCIAL STATEMENT DETAILS - Other non-current liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Defined benefit pension plan liability | $ 186.4 | $ 203.1 |
Other post-employment benefit plan liability | 2.2 | 2.2 |
Uncertain tax positions | 43 | 43.7 |
Contingent consideration | 5.2 | 4.9 |
Asset retirement obligations | 6.6 | 6.6 |
Interest rate swaps | 5.5 | 12 |
Operating lease liabilities | 30.3 | 38.8 |
Tax receivable agreement | 262 | 0 |
Other non-current liabilities | 23.5 | 17 |
Other non-current liabilities | $ 564.7 | $ 328.3 |
FINANCIAL STATEMENT DETAILS -_4
FINANCIAL STATEMENT DETAILS - Other income (expense), net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Interest income | $ (1.2) | $ (1.2) | $ (2.1) | $ (3.4) |
Unrealized foreign exchange (gain) loss | 1.7 | (0.5) | 7.6 | (8.8) |
Realized foreign exchange (gain) loss | 0.9 | (1.2) | 0.6 | (0.8) |
Non-cash pension and other post-employment benefit plan | (3.9) | (3.1) | (7.7) | (6.2) |
Release of tax indemnification asset | 1.3 | 1.3 | 1.3 | 1.3 |
Factoring and securitization fees | 1.2 | 1.2 | 2.2 | 1.9 |
Tax receivable agreement adjustments | 4.1 | 0 | 4.1 | 0 |
Other, net | (0.1) | (0.7) | (1.9) | (1.5) |
Other income (expense), net | $ 4 | $ (4.2) | $ 4.1 | $ (17.5) |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 263.3 | $ 263.3 | $ 254.2 | ||
Less: Accumulated depreciation | (76.2) | (76.2) | (65.9) | ||
Property and equipment, net | 187.1 | 187.1 | 188.3 | ||
Depreciation expense | 5.4 | $ 5 | 10.8 | $ 10.1 | |
Land and improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 43.5 | 43.5 | 44 | ||
Buildings | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 52.6 | 52.6 | 51.9 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 87.6 | 87.6 | 81.9 | ||
Other property and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 48.5 | 48.5 | 47.9 | ||
Construction-in-progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 31.1 | $ 31.1 | $ 28.5 |
GOODWILL AND IDENTIFIABLE INT_3
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | $ 467 |
Acquisition adjustments | (0.7) |
Impairment of goodwill | 0 |
Currency translation adjustment | (2.4) |
Balance at June 30, 2021 | 463.9 |
Food & Beverage | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 337.9 |
Acquisition adjustments | 0 |
Impairment of goodwill | 0 |
Currency translation adjustment | (1.7) |
Balance at June 30, 2021 | 336.2 |
Institutional | |
Goodwill [Roll Forward] | |
Balance at December 31, 2020 | 129.1 |
Acquisition adjustments | (0.7) |
Impairment of goodwill | 0 |
Currency translation adjustment | (0.7) |
Balance at June 30, 2021 | $ 127.7 |
GOODWILL AND IDENTIFIABLE INT_4
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Intangible assets with definite lives | |||||
Gross carrying value | $ 1,722.9 | $ 1,722.9 | $ 1,737.6 | ||
Accumulated amortization | (371.6) | (371.6) | (326.6) | ||
Net book value | 1,351.3 | 1,351.3 | 1,411 | ||
Intangible assets with indefinite lives | |||||
Total identifiable intangible assets, gross carrying value | 2,609.8 | 2,609.8 | 2,638 | ||
Total identifiable intangible assets, net book value | 2,238.2 | 2,238.2 | 2,311.4 | ||
Amortization of intangible assets | 24.1 | $ 24.6 | 48.4 | $ 49.2 | |
Trademarks and trade names | |||||
Intangible assets with indefinite lives | |||||
Gross carrying value/net book value | 886.9 | 886.9 | 900.4 | ||
Customer relationships | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 928.9 | 928.9 | 939.2 | ||
Accumulated amortization | (164.2) | (164.2) | (142.4) | ||
Net book value | 764.7 | 764.7 | 796.8 | ||
Trademarks | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 29 | 29 | 28.8 | ||
Accumulated amortization | (6.6) | (6.6) | (5.3) | ||
Net book value | 22.4 | 22.4 | 23.5 | ||
Capitalized software | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 78.8 | 78.8 | 76.7 | ||
Accumulated amortization | (64.1) | (64.1) | (58.5) | ||
Net book value | 14.7 | 14.7 | 18.2 | ||
Brand name | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 632.8 | 632.8 | 642.7 | ||
Accumulated amortization | (120.7) | (120.7) | (106.5) | ||
Net book value | 512.1 | 512.1 | 536.2 | ||
Non-compete agreements | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 8.7 | 8.7 | 8.5 | ||
Accumulated amortization | (8.5) | (8.5) | (8.4) | ||
Net book value | 0.2 | 0.2 | 0.1 | ||
Favorable leases | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 4.3 | 4.3 | 4.3 | ||
Accumulated amortization | (2.7) | (2.7) | (2.3) | ||
Net book value | 1.6 | 1.6 | 2 | ||
Intellectual property | |||||
Intangible assets with definite lives | |||||
Gross carrying value | 40.4 | 40.4 | 37.4 | ||
Accumulated amortization | (4.8) | (4.8) | (3.2) | ||
Net book value | $ 35.6 | $ 35.6 | $ 34.2 |
DEBT AND CREDIT FACILITIES - Co
DEBT AND CREDIT FACILITIES - Components of debt and credit facilities (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Short-term borrowings | $ 3.2 | $ 0.4 |
Finance lease obligations | 4.1 | 5.2 |
Financing obligations | 23.9 | 22.5 |
Unamortized deferred financing costs | (25.2) | (39.6) |
Unamortized original issue discount | (1.6) | (6.2) |
Total debt | 1,953.6 | 2,700.3 |
Less: Current portion of long-term debt | (14.9) | (13.2) |
Short-term borrowings | (3.2) | (0.4) |
Long-term debt | 1,935.5 | 2,686.7 |
Secured Debt | Senior Secured Credit Facilities | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Unamortized deferred financing costs | (16.6) | (28.4) |
Unamortized original issue discount | (1.6) | (2.9) |
Secured Debt | Senior Secured Credit Facilities - US Dollar Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 868.5 | 873 |
Secured Debt | U.S. Dollar Incremental Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 0 | 149.6 |
Unamortized deferred financing costs | (1.5) | |
Unamortized original issue discount | (3.3) | |
Secured Debt | Euro Term Loan | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 543.6 | 1,146.9 |
Senior Notes | ||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | ||
Total debt | 537.1 | 548.5 |
Unamortized deferred financing costs | (8.6) | (9.7) |
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 |
DEBT AND CREDIT FACILITIES - Se
DEBT AND CREDIT FACILITIES - Senior Secured Credit Facilities (Details) | Sep. 06, 2017USD ($) | Apr. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 29, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 06, 2017EUR (€) |
Debt Instrument [Line Items] | |||||||
Repayments of debt | $ 733,900,000 | $ 11,500,000 | |||||
Unamortized deferred financing costs - term loans | 25,200,000 | $ 39,600,000 | |||||
Unamortized original issue discount | 1,600,000 | 6,200,000 | |||||
Secured Debt | Senior Secured Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs | $ 51,200,000 | ||||||
Unamortized deferred financing costs - term loans | 16,600,000 | 28,400,000 | |||||
Deferred financing costs charged to interest expense | 8,300,000 | ||||||
Original issue discount | 5,100,000 | ||||||
Unamortized original issue discount | 1,600,000 | 2,900,000 | |||||
Original issue discount charged to interest expense | 900,000 | ||||||
Secured Debt | Senior Secured Credit Facilities - US Dollar Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | $ 900,000,000 | ||||||
Amount outstanding | 868,500,000 | 873,000,000 | |||||
Secured Debt | Euro Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt face amount | € | € 970,000,000 | ||||||
Repayments of debt | $ 571,400,000 | ||||||
Amount outstanding | $ 543,600,000 | 1,146,900,000 | |||||
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 | 3.19% | ||||||
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% | 0.00% | |||||
Secured Debt | Revolving Credit Facility | Senior Secured Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 450,000,000 | ||||||
Deferred financing costs, gross | $ 8,900,000 | ||||||
Unamortized deferred financing costs - credit facility | $ 4,200,000 | 2,200,000 | |||||
Available borrowing capacity | 440,200,000 | 240,100,000 | |||||
Line of credit | Revolving Credit Facility | Senior Secured Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 250,000,000 | ||||||
Amount outstanding | 0 | 0 | |||||
Letters of credit outstanding | $ 9,800,000 | $ 9,900,000 |
DEBT AND CREDIT FACILITIES - US
DEBT AND CREDIT FACILITIES - US Dollar Incremental Loan (Details) - USD ($) | Jun. 23, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||
Amount borrowed | $ 0 | $ 167,400,000 | ||
Unamortized deferred financing costs - term loans | 25,200,000 | $ 39,600,000 | ||
Unamortized original issue discount | $ 1,600,000 | 6,200,000 | ||
Secured Debt | U.S. Dollar Incremental Loan | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | $ 150,000,000 | |||
Amount borrowed | 144,500,000 | |||
Deferred financing costs | 1,700,000 | |||
Unamortized deferred financing costs - term loans | 1,500,000 | |||
Original issue discount | $ 3,800,000 | |||
Unamortized original issue discount | $ 3,300,000 |
DEBT AND CREDIT FACILITIES - No
DEBT AND CREDIT FACILITIES - Notes (Details) $ in Millions | Aug. 08, 2017USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 08, 2017EUR (€) |
Debt Instrument [Line Items] | ||||
Unamortized deferred financing costs - term loans | $ 25.2 | $ 39.6 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt face amount | € | € 450,000,000 | |||
Interest rate | 5.625% | 5.625% | ||
Deferred financing costs | $ 14.5 | |||
Unamortized deferred financing costs - term loans | $ 8.6 | $ 9.7 | ||
Percentage | 101.00% |
DEBT AND CREDIT FACILITIES - Sa
DEBT AND CREDIT FACILITIES - Sale-Leaseback Transactions (Details) $ in Millions | 1 Months Ended |
Mar. 31, 2020USD ($)renewalproperty | |
Debt Disclosure [Abstract] | |
Number of properties sold | property | 2 |
Proceeds from sale | $ | $ 22.9 |
Initial lease term | 15 years |
Number of lease renewal options | renewal | 4 |
Lease renewal term | 5 years |
DEBT AND CREDIT FACILITIES - De
DEBT AND CREDIT FACILITIES - Debt redemption prices (Details) | 6 Months Ended |
Jun. 30, 2021 | |
August 15, 2020 to August 14, 2021 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 102.80% |
August 15, 2021 to August 14, 2022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 101.40% |
On or after August 15, 2022 | |
Debt Instrument, Redemption [Line Items] | |
Redemption price percentage | 100.00% |
PREFERRED EQUITY CERTIFICATES_2
PREFERRED EQUITY CERTIFICATES (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Preferred Equity Certificates [Roll Forward] | |
Carrying Value December 31, 2020 | $ 641,700,000 |
Redemption | (620,900,000) |
Foreign Currency Translation | (20,800,000) |
Carrying Value June 30, 2021 | 0 |
Interest Expense | 0 |
Par value | $ 1 |
Term | 30 years |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Additional Information (Details) - Interest rate swaps - USD ($) | Aug. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 31, 2019 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | $ 720,000,000 | ||||
Original maturities | 60 months | ||||
Adjusted notional amount after month 48 | $ 315,000,000 | ||||
Fair value, interest rate swap liabilities | $ 14,300,000 | $ 20,800,000 | |||
Net unrealized after-tax loss | 10,700,000 | $ 19,200,000 | |||
Net unrealized after-tax derivative loss to be reclassified into earnings within the next twelve months | $ 6,600,000 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities | $ (14.3) | $ (20.8) |
Interest rate swaps | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities | $ (14.3) | $ (20.8) |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITIES - Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Total | $ 2.3 | $ (1.4) | $ 4.5 | $ (0.4) |
Foreign currency forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Total | 0 | 0.1 | 0 | 0.5 |
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Total | $ 2.3 | $ (1.5) | $ 4.5 | $ (0.9) |
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 | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ (14.3) | $ (20.8) |
Contingent consideration | (8.4) | (8.2) |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (14.3) | (20.8) |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2.7 | 118.4 |
Restricted cash and compensating balance deposits | 8.3 | 8.8 |
Contingent consideration | (8.4) | (8.2) |
Fair Value, Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | (14.3) | (20.8) |
Fair Value, Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2.7 | 118.4 |
Restricted cash and compensating balance deposits | 8.3 | 8.8 |
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 | (14.3) | (20.8) |
Fair Value, Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Restricted cash and compensating balance deposits | 0 | 0 |
Contingent consideration | (8.4) | (8.2) |
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 ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Restricted cash and equivalents, noncurrent | $ 5.1 | $ 5.1 | $ 5.7 | ||
Restricted cash and equivalents, current | 3.2 | 3.2 | 3.2 | ||
Contingent consideration liability | 8.4 | 8.4 | 8.2 | ||
Contingent consideration (gain) loss | (0.1) | $ 0.2 | 0.2 | $ 0.2 | |
Money market funds | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Cash equivalents | 0.7 | 0.7 | $ 113 | ||
Receivables factoring program | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Restricted cash and equivalents, noncurrent | 4.8 | 4.8 | |||
Restricted cash and equivalents, current | 3.2 | 3.2 | |||
Cash collateral for credit | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Restricted cash, noncurrent | $ 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 | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Preferred Equity Certificates | $ 0 | $ 641.7 |
Debt and Preferred Equity Certificates | 1,922.4 | 3,313.8 |
Carrying Amount | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 528.5 | 538.7 |
Carrying Amount | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Carrying Amount | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 856.5 | 859.1 |
Carrying Amount | U.S. Dollar Incremental Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 144.8 |
Carrying Amount | Euro Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 537.4 | 1,129.5 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Preferred Equity Certificates | 0 | 641.7 |
Debt and Preferred Equity Certificates | 1,955.2 | 3,360.7 |
Fair Value | Senior Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 546.1 | 552.7 |
Fair Value | Senior Secured Credit Facilities | Line of credit | Revolving Credit Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 0 |
Fair Value | Senior Secured Credit Facilities - US Dollar Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 862.9 | 856.3 |
Fair Value | U.S. Dollar Incremental Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | 0 | 149 |
Fair Value | Euro Term Loan | Secured Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 546.2 | $ 1,161 |
DEFINED BENEFIT PENSION PLANS_3
DEFINED BENEFIT PENSION PLANS AND OTHER POST-EMPLOYMENT BENEFIT PLANS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Components of net periodic benefit income: | ||||
Service cost | $ 1.6 | $ 1.4 | $ 3.3 | $ 2.9 |
Interest cost | 0.7 | 0.7 | 1.4 | 1.6 |
Expected return on plan assets | (4.7) | (3.8) | (9.2) | (7.8) |
Total benefit income | $ (2.4) | $ (1.7) | $ (4.5) | $ (3.3) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Statutory income tax (benefit) provision | $ (2.1) | $ 4.2 | $ (20.7) | $ 7 | |
Income tax (benefit) provision | (9.8) | 5.6 | (12.2) | 16.8 | |
Income tax expense related to non-deductible share-based compensation | (4.8) | 7.2 | 3.4 | ||
Income tax expense related to termination of Bain's management agreement | 3.3 | ||||
Increase in valuation allowance | 2.9 | ||||
Income tax (benefit) related to revaluation of deferred tax liabilities | (4.8) | ||||
Income tax expense related to estimated book-tax differences that are permanent in nature | 1.9 | 3.3 | |||
Income tax expense due to unfavorable change in mix of earnings by jurisdiction | 2.6 | ||||
TRA liability | 262 | 262 | $ 0 | ||
Income Tax Contingency [Line Items] | |||||
Statutory income tax (benefit) provision | $ (2.1) | $ 4.2 | $ (20.7) | $ 7 | |
LIBOR | |||||
Income Tax Contingency [Line Items] | |||||
TRA interest due on past due amounts, basis spread on variable interest rate | 3.00% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Bain - USD ($) | Mar. 29, 2021 | Sep. 06, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 0 | $ 0 | $ 0 | ||||
Management Fee | |||||||
Related Party Transaction [Line Items] | |||||||
Annual management fee | $ 7,500,000 | ||||||
Payment to related party | $ 17,500,000 | ||||||
Related party, expense | $ 1,900,000 | 19,400,000 | $ 3,800,000 | ||||
Consulting fees | |||||||
Related Party Transaction [Line Items] | |||||||
Related party, expense | $ 300,000 | $ 400,000 | $ 2,700,000 | $ 400,000 |
SHARE-BASED COMPENSATION - Expe
SHARE-BASED COMPENSATION - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 19.8 | $ 0.3 | $ 83.3 | $ 0.6 |
Cost of sales | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | 1.3 | 0 | 6 | 0 |
Selling, general and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based compensation expense | $ 18.5 | $ 0.3 | $ 77.3 | $ 0.6 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 19.8 | $ 0.3 | $ 83.3 | $ 0.6 |
Conversion of share-based awards | $ 68.1 | |||
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 | $ 11.2 | 0.3 | $ 48.7 | 0.6 |
Long Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 2.5 | $ 0 | 28.5 | $ 0 |
Restricted Share Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 4.5 | 4.5 | ||
Cash-settled restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 1.6 | $ 1.6 | ||
Vesting period | 3 years |
SHARE-BASED COMPENSATION - Acti
SHARE-BASED COMPENSATION - Activity (Details) | 6 Months Ended |
Jun. 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 | (24,581) |
Forfeited (shares) | shares | (79,302) |
Unvested (shares) | shares | 7,659,348 |
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 | 0 |
Forfeited (shares) | shares | 0 |
Unvested (shares) | shares | 1,607,988 |
Weighted Average Grant Date Fair Value | |
Unvested (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 15 |
Vested (usd per share) | $ / shares | 0 |
Forfeited (usd per share) | $ / shares | 0 |
Unvested (usd per share) | $ / shares | $ 15 |
RESTRUCTURING ACTIVITIES - Expe
RESTRUCTURING ACTIVITIES - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring charges | $ 2.1 | $ 1.9 | $ 2.6 | $ 3.3 |
Other associated restructuring charges | 2.1 | 1.5 | 4.4 | 1.5 |
Total | $ 4.2 | $ 3.4 | $ 7 | $ 4.8 |
RESTRUCTURING ACTIVITIES - Accr
RESTRUCTURING ACTIVITIES - Accrual (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring accrual at beginning of period | $ 26.3 |
Accrual and accrual adjustments | 2.6 |
Cash payments during period | (12.3) |
Foreign currency translation | (0.2) |
Restructuring accrual at end of period | $ 16.4 |
RESTRUCTURING ACTIVITIES - Rest
RESTRUCTURING ACTIVITIES - Restructuring charges by segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 2.1 | $ 1.9 | $ 2.6 | $ 3.3 |
Operating segments | Institutional | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1.3 | 1.2 | 1.3 | 2.4 |
Operating segments | Food & Beverage | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0.1 | 0.5 | 0.9 | 0.6 |
Corporate | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0.7 | $ 0.2 | $ 0.4 | $ 0.3 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance | $ 515.6 | $ (410.3) | $ (508.6) | $ (321.2) |
Other comprehensive income before reclassifications | 63.9 | (93.9) | ||
Amounts reclassified from AOCI to net income | (4.5) | 0 | ||
Other comprehensive income (loss) | 22.8 | (6.6) | 59.4 | (93.9) |
Balance | 624.2 | (400.5) | 624.2 | (400.5) |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance | (176.1) | (151.8) | (212.7) | (64.5) |
Balance | (153.3) | (158.4) | (153.3) | (158.4) |
Unrecognized Pension Items | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance | (42.6) | (13.6) | ||
Other comprehensive income before reclassifications | 0 | (0.4) | ||
Amounts reclassified from AOCI to net income | 0 | 0 | ||
Other comprehensive income (loss) | 0 | (0.4) | ||
Balance | (42.6) | (14) | (42.6) | (14) |
Cumulative Translation Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance | (154.1) | (54.7) | ||
Other comprehensive income before reclassifications | 54.3 | (70.2) | ||
Amounts reclassified from AOCI to net income | 0 | 0 | ||
Other comprehensive income (loss) | 54.3 | (70.2) | ||
Balance | (99.8) | (124.9) | (99.8) | (124.9) |
Cash flow hedging activities, net of tax | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance | (16) | 3.8 | ||
Other comprehensive income before reclassifications | 9.6 | (23.3) | ||
Amounts reclassified from AOCI to net income | (4.5) | 0 | ||
Other comprehensive income (loss) | 5.1 | (23.3) | ||
Balance | $ (10.9) | $ (19.5) | $ (10.9) | $ (19.5) |
SEGMENTS - Net sales and Adjust
SEGMENTS - Net sales and Adjusted EBITDA (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 2 | |||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 650.1 | $ 625.8 | $ 1,281.6 | $ 1,280.7 |
Adjusted EBITDA for reportable segments | 113.2 | 114.6 | 216.2 | 221.5 |
Institutional | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 476.4 | 474.8 | 944.3 | 968.2 |
Adjusted EBITDA for reportable segments | 78.1 | 83 | 149.2 | 164 |
Food & Beverage | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 173.7 | 151 | 337.3 | 312.5 |
Adjusted EBITDA for reportable segments | $ 35.1 | $ 31.6 | $ 67 | $ 57.5 |
SEGMENTS - Reconciliation of Ad
SEGMENTS - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA for reportable segments | $ 113.2 | $ 114.6 | $ 216.2 | $ 221.5 |
Interest expense | (27.9) | (30.8) | (71.6) | (62.4) |
Interest income | 1.2 | 1.2 | 2.1 | 3.4 |
Amortization expense of intangible assets | (24.1) | (24.6) | (48.4) | (49.2) |
Depreciation expense included in cost of sales | (20.8) | (21.2) | (41.6) | (43) |
Depreciation expense included in selling, general and administrative expenses | (2) | (1.9) | (4) | (3.9) |
Transition and transformation costs and non-recurring costs | (10.2) | (3.8) | (25.6) | (8.8) |
Restructuring costs | (2.1) | (1.9) | (2.6) | (3.3) |
Foreign currency (gain) loss related to Argentina subsidiaries | (2.2) | 0.3 | (0.2) | (0.6) |
Adjustment to tax indemnification asset | (1.3) | (1.3) | (1.3) | (1.3) |
BAIN Capital management fee | 0 | (1.9) | (19.4) | (3.8) |
Non-cash pension and other post-employment benefit plan | 3.9 | 3.1 | 7.7 | 6.2 |
Unrealized foreign currency exchange (gain) loss | (1.7) | 0.5 | (7.6) | 8.8 |
Factoring and securitization fees | (1.2) | (1.2) | (2.2) | (1.9) |
Share-based compensation | (19.8) | (0.3) | (83.3) | (0.6) |
Tax receivable agreement adjustments | (4.1) | 0 | (4.1) | 0 |
Other items | (0.1) | (0.1) | (1.1) | (0.6) |
Income (loss) before income tax provision (benefit) | (11.1) | 22 | (109.2) | 37.1 |
Termination fee | 17.5 | |||
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA for reportable segments | 113.2 | 114.6 | 216.2 | 221.5 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Corporate costs | (11.9) | (8.7) | (22.2) | (23.4) |
Restructuring costs | $ (0.7) | $ (0.2) | $ (0.4) | $ (0.3) |
SEGMENTS - Net sales by geograp
SEGMENTS - Net sales by geographic region (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 650.1 | $ 625.8 | $ 1,281.6 | $ 1,280.7 |
Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 81 | 75.3 | 162.6 | 164.9 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 294 | 264.6 | 528 | 559.9 |
Latin America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 46 | 38.9 | 88.1 | 87.5 |
Middle East & Africa | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 55 | 48 | 107.9 | 112.4 |
North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 174.1 | 199 | 395 | 356 |
U.S. | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 122.2 | $ 162.5 | $ 269.9 | $ 288.3 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common shareholders, Basic | $ (1.3) | $ 16.4 | $ (97) | $ 20.3 |
Net income (loss) attributable to common shareholders, Diluted | $ (1.3) | $ 16.4 | $ (97) | $ 20.3 |
Weighted average shares outstanding | 300.8 | 243.2 | 274.2 | 243.2 |
Dilutive securities | 0 | 0 | 0 | 0 |
Denominator for earnings per share - weighted average shares | 300.8 | 243.2 | 274.2 | 243.2 |
Earnings (loss) per share, Basic (usd per share) | $ 0 | $ 0.07 | $ (0.35) | $ 0.08 |
Earnings (loss) per share, Diluted (usd per share) | $ 0 | $ 0.07 | $ (0.35) | $ 0.08 |
Adjustment for shares exchanged (in shares) | 47.4 | 47.4 |
Uncategorized Items - dsey-2021
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |