Diversey Holdings, Ltd. ("Diversey") (NASDAQ: DSEY) announced
fourth quarter and full year results.
|
Year Ended December 31 |
(millions) |
|
2022 |
|
|
2021 |
|
% Change |
Net sales |
$ |
2,765.9 |
|
$ |
2,618.9 |
|
5.6 |
% |
Loss before taxes |
|
(185.5 |
) |
|
(149.5 |
) |
(24.1 |
)% |
Net loss |
|
(169.3 |
) |
|
(174.8 |
) |
3.1 |
% |
Adjusted net income(1) |
|
86.7 |
|
|
151.8 |
|
(42.9 |
)% |
|
|
|
|
Adjusted EBITDA(1) |
|
330.1 |
|
|
410.1 |
|
(19.5 |
)% |
% Margin(1) |
|
11.9 |
% |
|
15.7 |
% |
(380 |
) bps |
Unaudited |
Fourth Quarter Ended December 31 |
(millions) |
|
2022 |
|
|
2021 |
|
% Change |
Net sales |
$ |
701.6 |
|
$ |
672.4 |
|
4.3 |
% |
Loss before taxes |
|
(79.2 |
) |
|
(17.4 |
) |
(355.2 |
)% |
Net loss |
|
(59.5 |
) |
|
(35.7 |
) |
(66.7 |
)% |
Adjusted net income(1) |
|
26.6 |
|
|
51.2 |
|
(48.0 |
)% |
|
|
|
|
Adjusted EBITDA(1) |
|
93.4 |
|
|
109.5 |
|
(14.7 |
)% |
% Margin(1) |
|
13.3 |
% |
|
16.3 |
% |
(300 |
) bps |
(1) See the “Non-GAAP Financial Information and Segment Adjusted
EBITDA” section herein for explanations of these financial
measures.
Fourth Quarter 2022 Consolidated Results
Net sales increased 4.3% versus prior year or
15.4% when adjusting for currency, showing positive momentum
exiting the year. Each segment continues to win new customers while
passing through pricing to combat high cost inflation.
Loss before taxes of $79.2 million in the fourth
quarter of 2022 included Special Items (as defined below) impact of
$103.3 million and compared to loss before taxes of $17.4 million
in fourth quarter 2021 including Special Items impact of $59.0
million. Adjusted net income in fourth quarter 2022 was $26.6
million compared to $51.2 million in the fourth quarter 2021 and
$28.6 million in fourth quarter 2020 with Adjusted EPS of $0.09 in
fourth quarter 2022 compared to $0.16 in fourth quarter 2021 and
$0.12 in fourth quarter 2020.
Adjusted EBITDA for fourth quarter 2022 was $93.4 million,
representing a decline of 14.7% versus the period in 2021 as
reported or a decline of 5.8% when adjusting for currency. Adjusted
EBITDA margin declined 300 basis points compared to the same period
2021. In the fourth quarter, pricing accounted for more than 14%
revenue growth. However, accelerating pricing and volume was more
than offset by higher costs and foreign exchange pressures in the
period.
Segment Review
Institutional
Unaudited |
Fourth Quarter Ended December 31 |
(millions) |
|
2022 |
|
|
2021 |
|
% Change |
Net sales |
$ |
490.3 |
|
$ |
486.9 |
|
0.7 |
% |
Adjusted EBITDA |
|
68.5 |
|
|
86.3 |
|
(20.6 |
)% |
% Margin |
|
14.0 |
% |
|
17.7 |
% |
(370 |
) bps |
Reported net sales in the Institutional segment of $490.3
million were 0.7% above Q4 2021 or 11.1% when adjusting for
currency. Growth in the quarter reflects a combination of new
client wins, innovation, pricing, and continued expansion with our
existing customers. Adjusted EBITDA of $68.5 million declined 20.6%
compared to Q4 2021 or 11.8% when adjusting for currency. Adjusted
EBITDA margin declined 360 basis points vs Q4 2021 due to cost
pressures, but has grown 280 basis points sequentially from Q1 2022
as pricing has gained traction. Acquisitions contributed $10.0
million to sales growth and $0.7 million to Adjusted EBITDA.
Food & Beverage
Unaudited |
Fourth Quarter Ended December 31 |
(millions) |
|
2022 |
|
|
2021 |
|
% Change |
Net sales |
$ |
211.3 |
|
$ |
185.5 |
|
13.9 |
% |
Adjusted EBITDA |
|
24.0 |
|
|
32.4 |
|
(25.9 |
)% |
% Margin |
|
11.4 |
% |
|
17.5 |
% |
(610 |
) bps |
Net sales of $211.3 million in the Food & Beverage segment
were 13.9% above Q4 2021 or 26.7% when adjusting for currency. This
was driven by pricing, win rates and success with the new water
treatment offering. Adjusted EBITDA of $24.0 million declined 25.9%
and margin declined 610 basis points compared to Q4 2021. Adjusted
EBITDA declined 17.3% when adjusting for currency. Acquisitions
contributed $6.5 million to sales growth and $0.4 million to
Adjusted EBITDA.
Transaction with Solenis
As announced on March 8, 2023, Diversey has entered into a
definitive agreement to be acquired by Solenis in an all-cash
transaction valued at an enterprise value of approximately $4.6
billion. If the merger is consummated, Diversey’s ordinary shares
will be delisted from the Nasdaq Global Select Market and the
company will cease to be a reporting company. Diversey expects the
merger to be completed in the second half of 2023, subject to a
number of closing conditions, including, among others, approval
from our shareholders, receipt of certain regulatory approvals, and
other customary closing conditions. In light of this transaction,
as is customary during the pendency of an acquisition, Diversey
will not be hosting an earnings conference call or live webcast to
discuss its Q4 2022 or 2022 full year financial results and
Diversey will not be providing guidance for the first quarter or
full fiscal year 2023. For further details and discussion of our
financial performance please refer to our annual report on Form
10-K for the year ended December 31, 2022.
About Diversey
Diversey’s purpose is to go beyond clean to take care of what’s
precious through leading hygiene, infection prevention, and
cleaning solutions. We develop and deliver innovative products,
services, and technologies that save lives and protect our
environment. Over the course of 100 years, the Diversey brand has
become synonymous with product quality, service, and
innovation.
For more information about Diversey,
visit www.diversey.com or follow us on LinkedIn,
Facebook, or Twitter @diversey.
Diversey Holdings, Ltd.Investor Contact:Grant
Graverir@diversey.com
Cautionary Statements Regarding Forward-Looking
Information
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
which include all statements that do not relate solely to
historical or current facts, such as statements regarding the
Company’s expectations, intentions or strategies regarding the
future, including strategies or plans as they relate to the
proposed transaction. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “aim,”
“potential,” “continue,” “ongoing,” “goal,” “can,” “seek,” “target”
or the negative of these terms or other similar expressions,
although not all forward-looking statements contain these words.
These forward-looking statements are based on management’s beliefs,
as well as assumptions made by, and information currently available
to, the Company. Because such statements are based on expectations
as to future financial and operating results and are not statements
of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and
uncertainties, including: (i) uncertainties as to the timing of the
proposed transaction; (ii) the risk that the merger may not be
completed in a timely manner or at all, which may adversely affect
the Company’s business and the price of the Shares; (iii) the
possibility that competing offers or acquisition proposals for the
Company will be made; (iv) the failure to satisfy any of the
conditions to the consummation of the proposed transaction,
including the adoption of the merger agreement by the Company’s
shareholders and the receipt of certain regulatory approvals; (v)
the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the merger
agreement, including in certain circumstances requiring the Company
to pay a termination fee; (vi) the effect of the announcement or
pendency of the proposed transaction on the Company’s stock price,
business relationships, operating results and business generally;
(vii) risks that the proposed transaction may disrupt the Company’s
current business plans and operations; (viii) the Company’s ability
to retain and hire key personnel in light of the proposed
transaction; (ix) risks related to diverting management’s attention
from the Company’s ongoing business operations; (x) unexpected
costs, charges or expenses resulting from the proposed transaction;
(xi) the ability of the buyer to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the merger; (xii) potential litigation relating to
the merger that could be instituted against parties to the merger
agreement or other transaction agreements or their respective
directors, managers or officers, including the effects of any
outcomes of such litigation; (xiii) certain restrictions during the
pendency of the merger that may impact the Company’s ability to
pursue certain business opportunities or strategic transactions;
(xiv) uncertain global economic conditions which have had and could
continue to have an adverse effect on our consolidated financial
condition and results of operations; (xv) the continuation of the
COVID-19 pandemic may cause disruptions to the Company’s
operations, customer demand, and its suppliers’ ability to support
the Company; (xvi) the risks associated with the global nature of
the Company’s operations; (xvii) fluctuations between non-U.S.
currencies and the U.S. dollar; (xviii) political and economic
instability and risk of government actions affecting the Company’s
business and its customers or suppliers; (xix) increases in the
pricing of raw materials, availability and allocation by suppliers
as well as increases in energy-related costs; (xx) the Company’s
ability to develop new and innovative products and the acceptance
of such products by the Company’s customers; (xxi) cyber risks and
the failure to maintain the integrity of the Company’s operational
or security systems or infrastructure; (xxii) the introduction of
the Organization for Economic Cooperation and Development’s Base
Erosion and Profit Shifting; (xxiii) the consolidation of the
Company’s customers; (xxiv) competition in the markets for the
Company’s products and services and in the geographic areas in
which it operates; (xxv) instability and uncertainty in the credit
and financial markets and the availability of credit that the
Company and its customers need to operate the Company’s business;
(xxvi) new and stricter regulations applicable to our business;
(xxvii) continued availability of capital and financing and rating
agency actions; and (xxviii) other risks described in the Company’s
filings with the Securities and Exchange Commission (the “SEC”),
including its Annual Report on Form 10-K for the fiscal year ended
December 31, 2022, as may be updated or supplemented by any
subsequent Quarterly Reports on Form 10-Q or other filings with the
SEC. All such factors are difficult to predict and are beyond the
Company’s control. While the list of risks and uncertainties
presented here is, and the discussion of risks and uncertainties to
be presented in the proxy statement will be, considered
representative, no such list or discussion should be considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated
in the forward-looking statements could include, among other
things, business disruption, operational problems, financial loss,
and legal liability to third parties and similar risks, any of
which could have a material adverse effect on the completion of the
merger and/or the Company’s consolidated financial condition,
results of operations, credit rating or liquidity. In light of the
significant uncertainties in these forward-looking statements, the
Company cannot assure you that the forward-looking statements in
this press release will prove to be accurate, and you should not
regard these statements as a representation or warranty by the
Company, its directors, officers or employees or any other person
that the Company will achieve its objectives and plans in any
specified time frame, or at all.
The forward-looking statements speak only as of the date they
are made. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these
forward-looking statements.
Non-GAAP Financial Information
We present financial information that conforms to generally
accepted accounting principles in the United States (“U.S. GAAP").
We also present financial information that does not conform to U.S.
GAAP ("Non-GAAP"), as our management believes it is useful to
investors.
The Non-GAAP financial metrics exclude items that we consider to
be certain specified items (“Special Items”), such as restructuring
charges, transition and transformation costs, certain transaction
and other charges related to acquisitions and divestitures, gains
and losses related to acquisitions and divestitures, and certain
other items. We evaluate unusual or Special Items on an individual
basis. Our evaluation of whether to exclude an unusual or Special
Item for purposes of determining our Non-GAAP financial measures
considers both the quantitative and qualitative aspects of the
item, including among other things (i) its nature, (ii) whether or
not it relates to our ongoing business operations, and (iii)
whether or not we expect it to occur as part of our normal business
on a regular basis.
EBITDA and Adjusted EBITDA
EBITDA and Adjusted EBITDA are supplemental measures that are
not required by, or presented in accordance with, U.S. GAAP. We
define EBITDA as income (loss) before income tax provisions
(benefit), interest expense, and depreciation and amortization, and
Adjusted EBITDA, as EBITDA adjusted for other items to (i)
eliminate certain non-operating income or expense items, (ii)
eliminate the impact of certain non-cash and other items that are
included in net income (loss) that we do not consider indicative of
our ongoing operating performance, and (iii) eliminate certain
unusual and non-recurring items impacting results in a particular
period.
EBITDA and Adjusted EBITDA are not measures of our financial
performance under U.S. GAAP and should not be considered as an
alternative to revenues, net income (loss), income (loss) before
income tax provision or any other performance measures derived in
accordance with U.S. GAAP, nor should they be considered as
alternatives to cash flows from operating activities as a measure
of liquidity in accordance with U.S. GAAP. In addition, our method
of calculating EBITDA and Adjusted EBITDA may vary from the methods
used by other companies.
Our management considers EBITDA and Adjusted EBITDA to be key
indicators of our financial performance. Additionally, we believe
EBITDA and Adjusted EBITDA are frequently used by securities
analysts, investors and other interested parties in the evaluation
of companies in our industry. We also believe that investors,
analysts and rating agencies consider EBITDA and Adjusted EBITDA
useful means of measuring our ability to meet our debt service
obligations and evaluating our financial performance, and
management uses these measures for one or more of these purposes.
Our presentation of EBITDA and Adjusted EBITDA should not be
construed as an inference that our future results will be
unaffected by unusual or nonrecurring items. EBITDA and Adjusted
EBITDA have important limitations as analytical tools and you
should not consider them in isolation or as a substitute for
analysis of our results as reported under U.S. GAAP. The use of
EBITDA and Adjusted EBITDA instead of net income has limitations as
an analytical tool.
Adjusted Net Income
Adjusted Net Income (as defined below) and Adjusted Earnings
(Loss) Per Share (“Adjusted EPS”) are Non-GAAP financial measures.
We define Adjusted Net Income as net income (loss) adjusted to (i)
eliminate certain non-operating income or expense items, (ii)
eliminate the impact of certain non-cash and other items that are
included in net income that we do not consider indicative of our
ongoing operating performance, (iii) eliminate certain unusual and
non-recurring items impacting results in a particular period, and
(iv) reflect the tax effect of items (i) through (iii) and other
tax special items.
We believe that in addition to our results determined in
accordance with GAAP, Adjusted Net Income and Adjusted EPS are
useful in evaluating our business, results of operations and
financial condition. We believe that Adjusted Net Income and
Adjusted EPS may be helpful to investors because they provide
consistency and comparability with past financial performance and
facilitate period to period comparisons of our operations and
financial results, as they eliminate the effects of certain
variables from period to period for reasons that we do not believe
reflect our underlying operating performance or are unusual or
infrequent in nature. However, Adjusted Net Income and Adjusted EPS
are presented for supplemental informational purposes only and
should not be considered in isolation or as a substitute or
alternative for financial information presented in accordance with
GAAP.
Adjusted Net Income and Adjusted EPS have limitations as
analytical tools.
Additional Information and Where to Find ItIn
connection with the proposed transaction, the Company intends to
file with the SEC and furnish to shareholders a proxy statement on
Schedule 14A. The Company, certain of its affiliates and certain
affiliates of Bain Capital, LP intend to jointly file a transaction
statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC.
Promptly after filing its definitive proxy statement with the SEC,
the Company will mail the definitive proxy statement, the Schedule
13E-3 and a proxy card to each shareholder of the Company entitled
to vote at the meeting relating to the proposed transaction. This
press release is not a substitute for the proxy statement or any
other document that the Company may file with the SEC or send to
its shareholders in connection with the proposed transaction.
INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT MATERIALS
WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. The
materials to be filed by the Company will be made available to the
Company’s investors and shareholders at no expense to them and
copies may be obtained free of charge on the Company’s website at
www.diversey.com. In addition, all of those materials will be
available at no charge on the SEC’s website at www.sec.gov.
Participants in the Solicitation
The Company and its directors, executive officers, other members
of its management and employees may be deemed to be participants in
the solicitation of proxies of the Company’s shareholders in
connection with the proposed transaction under SEC rules. Investors
and shareholders may obtain more detailed information regarding the
names, affiliations and interests of the Company’s executive
officers and directors in the solicitation by reading the Company’s
proxy statement for its 2022 annual meeting of shareholders, the
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, and the proxy statement and other relevant materials that
will be filed with the SEC in connection with the proposed
transaction when they become available. Information concerning the
interests of the Company’s participants in the solicitation, which
may, in some cases, be different than those of the Company’s
shareholders generally, will be set forth in the proxy statement
relating to the proposed transaction when it becomes available.
Diversey Holdings,
Ltd.Consolidated Balance Sheets
(in millions except
share and per share amounts) |
December 31,2022 |
December 31,2021 |
Assets |
|
|
Current assets: |
|
|
Cash and cash equivalents |
$ |
205.6 |
|
$ |
207.6 |
|
Trade receivables, net of allowance for doubtful accounts of $21.7
and $23.5 |
|
457.4 |
|
|
414.3 |
|
Other receivables |
|
77.1 |
|
|
59.3 |
|
Inventories |
|
354.6 |
|
|
337.6 |
|
Prepaid expenses and other current assets |
|
110.6 |
|
|
69.4 |
|
Total current assets |
|
1,205.3 |
|
|
1,088.2 |
|
Property and equipment, net |
|
254.1 |
|
|
210.7 |
|
Goodwill |
|
462.8 |
|
|
471.5 |
|
Intangible assets, net |
|
1,984.1 |
|
|
2,147.3 |
|
Other non-current assets |
|
348.4 |
|
|
382.3 |
|
Total assets |
$ |
4,254.7 |
|
$ |
4,300.0 |
|
|
|
|
Liabilities and stockholders'
equity |
|
|
Current liabilities: |
|
|
Short-term borrowings |
$ |
3.8 |
|
$ |
10.7 |
|
Current portion of long-term debt |
|
12.4 |
|
|
10.9 |
|
Accounts payable |
|
552.6 |
|
|
434.3 |
|
Accrued restructuring costs |
|
28.0 |
|
|
16.7 |
|
Other current liabilities |
|
399.2 |
|
|
384.5 |
|
Total current liabilities |
|
996.0 |
|
|
857.1 |
|
Long-term debt, less current portion |
|
1,969.0 |
|
|
1,973.0 |
|
Deferred taxes |
|
148.6 |
|
|
164.3 |
|
Other non-current liabilities |
|
468.1 |
|
|
520.0 |
|
Total liabilities |
|
3,581.7 |
|
|
3,514.4 |
|
Commitments and contingencies |
|
|
Stockholders' equity: |
|
|
Ordinary shares, $0.0001 par value per share; 1,000,000,000 shares
authorized, 324,328,774 and 324,369,517 shares outstanding in 2022
and 2021, respectively |
|
— |
|
|
— |
|
Preferred shares, $0.0001 par value per share, 200,000,000 shares
authorized, 0 shares outstanding in 2022 and 2021 |
|
— |
|
|
— |
|
Additional paid-in capital |
|
1,717.5 |
|
|
1,662.7 |
|
Accumulated deficit |
|
(889.4 |
) |
|
(720.1 |
) |
Accumulated other comprehensive loss |
|
(155.1 |
) |
|
(157.0 |
) |
Total stockholders' equity |
|
673.0 |
|
|
785.6 |
|
Total liabilities and stockholders' equity |
$ |
4,254.7 |
|
$ |
4,300.0 |
|
Diversey Holdings,
Ltd.Consolidated Statements of
Operations
|
Three Months EndedDecember 31, |
Year EndedDecember 31, |
(in millions except per share amounts) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
Net sales |
$ |
701.6 |
|
$ |
672.4 |
|
$ |
667.4 |
|
$ |
2,765.9 |
|
$ |
2,618.9 |
|
$ |
2,629.2 |
|
Cost of sales |
|
540.6 |
|
|
428.1 |
|
|
409.4 |
|
|
1,890.1 |
|
|
1,601.6 |
|
|
1,559.4 |
|
Gross profit |
|
161.0 |
|
|
244.3 |
|
|
258.0 |
|
|
875.8 |
|
|
1,017.3 |
|
|
1,069.8 |
|
Selling, general and
administrative expenses |
|
182.9 |
|
|
184.3 |
|
|
252.8 |
|
|
797.6 |
|
|
826.8 |
|
|
835.7 |
|
Transition and integration
costs |
|
25.2 |
|
|
12.7 |
|
|
16.1 |
|
|
51.3 |
|
|
45.8 |
|
|
37.0 |
|
Management fee |
|
— |
|
|
— |
|
|
1.9 |
|
|
— |
|
|
19.4 |
|
|
7.5 |
|
Amortization of intangible
assets |
|
21.7 |
|
|
24.1 |
|
|
24.2 |
|
|
90.2 |
|
|
96.7 |
|
|
98.2 |
|
Restructuring and exit
costs |
|
(18.9 |
) |
|
16.0 |
|
|
26.8 |
|
|
48.7 |
|
|
38.4 |
|
|
32.1 |
|
Operating income (loss) |
|
(49.9 |
) |
|
7.2 |
|
|
(63.8 |
) |
|
(112.0 |
) |
|
(9.8 |
) |
|
59.3 |
|
Interest expense |
|
29.0 |
|
|
28.9 |
|
|
32.9 |
|
|
112.0 |
|
|
126.3 |
|
|
127.7 |
|
Foreign currency (gain) loss
related to hyperinflationary subsidiaries |
|
1.7 |
|
|
0.6 |
|
|
1.3 |
|
|
(1.9 |
) |
|
(2.1 |
) |
|
1.6 |
|
Loss on extinguishment of
debt |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
15.6 |
|
|
— |
|
Other (income) expense,
net |
|
(1.4 |
) |
|
(4.9 |
) |
|
(11.5 |
) |
|
(36.6 |
) |
|
(0.1 |
) |
|
(40.7 |
) |
Loss before income tax provision (benefit) |
|
(79.2 |
) |
|
(17.4 |
) |
|
(86.5 |
) |
|
(185.5 |
) |
|
(149.5 |
) |
|
(29.3 |
) |
Income tax provision
(benefit) |
|
(19.7 |
) |
|
18.3 |
|
|
(14.7 |
) |
|
(16.2 |
) |
|
25.3 |
|
|
9.2 |
|
Net loss |
$ |
(59.5 |
) |
$ |
(35.7 |
) |
$ |
(71.8 |
) |
$ |
(169.3 |
) |
$ |
(174.8 |
) |
$ |
(38.5 |
) |
|
|
|
|
|
|
|
Basic and diluted loss per
share |
$ |
(0.19 |
) |
$ |
(0.11 |
) |
$ |
(0.30 |
) |
$ |
(0.53 |
) |
$ |
(0.60 |
) |
$ |
(0.16 |
) |
Basic and diluted weighted
average shares outstanding |
|
321.3 |
|
|
310.9 |
|
|
243.2 |
|
|
320.2 |
|
|
290.4 |
|
|
243.2 |
|
|
|
|
|
|
|
|
Reconciliation of gross margin
to adjusted gross margin: |
|
|
|
|
|
|
Net sales |
$ |
701.6 |
|
$ |
672.4 |
|
$ |
667.4 |
|
$ |
2,765.9 |
|
$ |
2,618.9 |
|
$ |
2,629.2 |
|
|
|
|
|
|
|
|
Cost of sales, as
reported |
|
540.6 |
|
|
428.1 |
|
|
409.4 |
|
|
1,890.1 |
|
|
1,601.6 |
|
|
1,559.4 |
|
Less costs related to
facilities consolidations |
|
(84.8 |
) |
|
— |
|
|
— |
|
|
(84.8 |
) |
|
— |
|
|
— |
|
Less share-based compensation
included in cost of sales |
|
(0.2 |
) |
|
(0.6 |
) |
|
— |
|
|
0.3 |
|
|
(7.5 |
) |
|
— |
|
Less acquisition accounting
adjustments |
|
— |
|
|
— |
|
|
— |
|
|
(1.3 |
) |
|
— |
|
|
— |
|
Less inventory reserves |
|
(0.9 |
) |
|
(13.9 |
) |
|
— |
|
|
(18.3 |
) |
|
(13.9 |
) |
|
— |
|
Non-GAAP adjusted cost of sales |
$ |
454.7 |
|
$ |
413.6 |
|
$ |
409.4 |
|
$ |
1,786.0 |
|
$ |
1,580.2 |
|
$ |
1,559.4 |
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
Reported gross margin |
|
22.9 |
% |
|
36.3 |
% |
|
38.7 |
% |
|
31.7 |
% |
|
38.8 |
% |
|
40.7 |
% |
Non-GAAP adjusted gross margin |
|
35.2 |
% |
|
38.5 |
% |
|
38.7 |
% |
|
35.4 |
% |
|
39.7 |
% |
|
40.7 |
% |
Diversey Holdings,
Ltd.Consolidated Statements of Cash
Flows
(in
millions) |
Year EndedDecember 31,2022 |
Year EndedDecember 31,2021 |
Year EndedDecember 31,2020 |
Operating activities: |
|
|
|
Net loss |
$ |
(169.3 |
) |
$ |
(174.8 |
) |
$ |
(38.5 |
) |
Adjustments to reconcile net loss to cash provided by (used in)
operating activities: |
|
|
|
Depreciation and amortization |
|
180.5 |
|
|
187.5 |
|
|
195.6 |
|
Amortization of deferred financing costs and original issue
discount |
|
7.3 |
|
|
27.3 |
|
|
11.3 |
|
Amortization of fair value set up of acquired inventory |
|
1.3 |
|
|
— |
|
|
— |
|
Loss on extinguishment of debt |
|
— |
|
|
15.6 |
|
|
— |
|
(Gain) loss on cash flow hedges |
|
6.9 |
|
|
4.1 |
|
|
(3.2 |
) |
Deferred taxes |
|
(26.2 |
) |
|
(25.3 |
) |
|
(28.8 |
) |
Unrealized foreign exchange (gain) loss |
|
(5.9 |
) |
|
12.9 |
|
|
(25.1 |
) |
Share-based compensation |
|
54.8 |
|
|
81.7 |
|
|
67.5 |
|
Impact of highly inflationary subsidiaries |
|
(1.9 |
) |
|
(2.1 |
) |
|
1.6 |
|
Provision for (recovery of) bad debts |
|
3.2 |
|
|
(1.2 |
) |
|
11.1 |
|
Provision for slow moving inventory |
|
17.2 |
|
|
12.0 |
|
|
13.4 |
|
Non-cash pension benefit |
|
(14.2 |
) |
|
(15.7 |
) |
|
(12.9 |
) |
Non-cash restructuring and exit costs |
|
— |
|
|
16.1 |
|
|
— |
|
Non-cash tax receivable agreement adjustments |
|
(22.6 |
) |
|
(10.1 |
) |
|
— |
|
Gain on sale of property and equipment |
|
(0.3 |
) |
|
(3.4 |
) |
|
(0.6 |
) |
Changes in operating assets and liabilities: |
|
|
|
Trade receivables, net |
|
(76.3 |
) |
|
(126.8 |
) |
|
17.0 |
|
Inventories, net |
|
(68.7 |
) |
|
(69.6 |
) |
|
(70.4 |
) |
Accounts payable |
|
142.8 |
|
|
41.8 |
|
|
(33.5 |
) |
Income taxes, net |
|
(31.7 |
) |
|
3.8 |
|
|
(34.0 |
) |
Other assets and liabilities, net |
|
36.8 |
|
|
(62.5 |
) |
|
32.5 |
|
Cash provided by (used in)
operating activities |
|
33.7 |
|
|
(88.7 |
) |
|
103.0 |
|
Investing activities: |
|
|
|
Business acquired in purchase transactions, net of cash
acquired |
|
(40.2 |
) |
|
(56.3 |
) |
|
(51.2 |
) |
Acquisition of intellectual property |
|
— |
|
|
(3.0 |
) |
|
— |
|
Proceeds from sale of property and equipment and other assets |
|
0.4 |
|
|
4.0 |
|
|
0.5 |
|
Dosing and dispensing equipment, net |
|
(77.3 |
) |
|
(64.6 |
) |
|
(45.6 |
) |
Capital expenditures |
|
(59.6 |
) |
|
(54.6 |
) |
|
(41.4 |
) |
Collection of deferred factored receivables |
|
— |
|
|
40.1 |
|
|
66.9 |
|
Cash used in investing
activities |
|
(176.7 |
) |
|
(134.4 |
) |
|
(70.8 |
) |
Financing activities: |
|
|
|
Contingent consideration payments |
|
(4.6 |
) |
|
(3.2 |
) |
|
(5.4 |
) |
Proceeds (payments)/from short-term borrowings |
|
(6.2 |
) |
|
11.8 |
|
|
(0.4 |
) |
Proceeds from revolving credit facility |
|
50.0 |
|
|
140.0 |
|
|
90.0 |
|
Payments on revolving credit facility |
|
(50.0 |
) |
|
(140.0 |
) |
|
(210.0 |
) |
Proceeds from long-term borrowings |
|
— |
|
|
2,000.0 |
|
|
169.0 |
|
Payments on long-term borrowings |
|
(17.8 |
) |
|
(2,668.8 |
) |
|
(22.9 |
) |
Payment of deferred financing costs and original issue
discount |
|
— |
|
|
(35.1 |
) |
|
(1.7 |
) |
Payment of bond redemption premium |
|
— |
|
|
(7.6 |
) |
|
— |
|
Issuance of ordinary shares sold in IPO, net of offering costs |
|
— |
|
|
725.7 |
|
|
— |
|
Issuance of additional ordinary shares, net of offering costs |
|
— |
|
|
214.4 |
|
|
— |
|
Equity contributions |
|
— |
|
|
— |
|
|
5.0 |
|
Proceeds from termination of derivatives |
|
186.1 |
|
|
— |
|
|
— |
|
Cash provided by financing
activities |
|
157.5 |
|
|
237.2 |
|
|
23.6 |
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash |
|
(16.5 |
) |
|
(7.6 |
) |
|
3.6 |
|
Increase (decrease) in cash, cash equivalents and restricted
cash |
|
(2.0 |
) |
|
6.5 |
|
|
59.4 |
|
Cash, cash equivalents and
restricted cash at beginning of period(a) |
|
208.2 |
|
|
201.7 |
|
|
142.3 |
|
Cash, cash equivalents and
restricted cash at end of period(a) |
$ |
206.2 |
|
$ |
208.2 |
|
$ |
201.7 |
|
|
|
|
|
Supplemental Cash Flow
Information: |
|
|
|
Interest payments |
$ |
86.5 |
|
$ |
111.9 |
|
$ |
117.1 |
|
Income tax payments |
$ |
41.2 |
|
$ |
48.1 |
|
$ |
56.4 |
|
Conversion of preferred equity certificates to equity |
$ |
— |
|
$ |
620.9 |
|
$ |
— |
|
Beneficial interest obtained in exchange for factored
receivables |
$ |
— |
|
$ |
25.6 |
|
$ |
65.7 |
|
Adjusted EBITDA for each of our reportable
segments and in total is as follows:
(millions,
unaudited) |
Three Months EndedDecember 31, 2022 |
Three Months EndedDecember 31, 2021 |
Institutional |
$ |
68.5 |
$ |
86.3 |
|
Food & Beverage |
|
24.0 |
|
32.4 |
|
Total Segment Adjusted EBITDA |
|
92.5 |
|
118.7 |
|
Corporate costs |
|
0.9 |
|
(9.2 |
) |
Consolidated Adjusted
EBITDA |
$ |
93.4 |
$ |
109.5 |
|
(millions) |
Year EndedDecember 31, 2022 |
Year EndedDecember 31, 2021 |
Institutional |
$ |
264.8 |
|
$ |
319.8 |
|
Food & Beverage |
|
96.5 |
|
|
133.7 |
|
Total Segment Adjusted EBITDA |
|
361.3 |
|
|
453.5 |
|
Corporate costs |
|
(31.2 |
) |
|
(43.4 |
) |
Consolidated Adjusted
EBITDA |
$ |
330.1 |
|
$ |
410.1 |
|
The following tables reconcile net loss before income tax
provision (benefit) to EBITDA and Adjusted EBITDA for the periods
presented:
(in
millions) |
Three MonthsEndedDecember 31,2022 |
Three MonthsEndedDecember 31,2021 |
Three MonthsEndedDecember 31,2020 |
Loss before income tax provision (benefit) |
$ |
(79.2 |
) |
$ |
(17.4 |
) |
$ |
(86.5 |
) |
Interest expense |
|
29.0 |
|
|
28.9 |
|
|
32.9 |
|
Interest income |
|
(2.0 |
) |
|
(7.0 |
) |
|
(1.3 |
) |
Amortization expense of
intangible assets acquired |
|
21.7 |
|
|
24.1 |
|
|
24.2 |
|
Depreciation expense included
in cost of sales |
|
18.2 |
|
|
20.7 |
|
|
25.1 |
|
Depreciation expense included
in selling, general and administrative expenses |
|
2.4 |
|
|
1.2 |
|
|
1.7 |
|
EBITDA |
|
(9.9 |
) |
|
50.5 |
|
|
(3.9 |
) |
Transaction and integration
costs(1) |
|
25.2 |
|
|
12.7 |
|
|
16.1 |
|
Restructuring and exit
costs(2) |
|
(18.9 |
) |
|
16.0 |
|
|
26.8 |
|
Other costs related to
facilities consolidations(3) |
|
84.8 |
|
|
— |
|
|
— |
|
Foreign currency (gain) loss
related to hyperinflationary subsidiaries(4) |
|
1.7 |
|
|
0.6 |
|
|
1.3 |
|
Adjustment for tax
indemnification asset(5) |
|
4.0 |
|
|
5.5 |
|
|
1.4 |
|
Acquisition accounting
adjustments(6) |
|
— |
|
|
— |
|
|
— |
|
Bain Capital management
fee(7) |
|
— |
|
|
— |
|
|
1.9 |
|
Non-cash pension and other
post-employment benefit plan(8) |
|
(3.9 |
) |
|
(3.7 |
) |
|
(3.2 |
) |
Unrealized foreign currency
exchange (gain) loss(9) |
|
3.0 |
|
|
7.7 |
|
|
(7.5 |
) |
Factoring and securitization
fees(10) |
|
1.8 |
|
|
1.1 |
|
|
1.1 |
|
Share-based
compensation(11) |
|
9.5 |
|
|
15.9 |
|
|
66.3 |
|
Tax receivable agreement
adjustments(12) |
|
(5.9 |
) |
|
(14.2 |
) |
|
— |
|
Loss on extinguishment of
debt(13) |
|
— |
|
|
— |
|
|
— |
|
Realized foreign currency
exchange loss on debt refinancing(14) |
|
— |
|
|
— |
|
|
— |
|
COVID-19 inventory
charges(15) |
|
0.9 |
|
|
13.9 |
|
|
— |
|
Other items |
|
1.1 |
|
|
3.5 |
|
|
(4.0 |
) |
Consolidated Adjusted
EBITDA |
$ |
93.4 |
|
$ |
109.5 |
|
$ |
96.3 |
|
(in
millions) |
Year EndedDecember 31,2022 |
Year EndedDecember 31,2021 |
Year EndedDecember 31,2020 |
Loss before income tax provision (benefit) |
|
(185.5 |
) |
$ |
(149.5 |
) |
$ |
(29.3 |
) |
Interest expense |
|
112.0 |
|
|
126.3 |
|
|
127.7 |
|
Interest income |
|
(4.8 |
) |
|
(9.9 |
) |
|
(5.9 |
) |
Amortization expense of
intangible assets acquired |
|
90.2 |
|
|
96.7 |
|
|
98.2 |
|
Depreciation expense included
in cost of sales |
|
80.3 |
|
|
82.7 |
|
|
89.5 |
|
Depreciation expense included
in selling, general and administrative expenses |
|
10.0 |
|
|
8.1 |
|
|
7.9 |
|
EBITDA |
|
102.2 |
|
|
154.4 |
|
|
288.1 |
|
Transaction and integration
costs(1) |
|
51.3 |
|
|
45.8 |
|
|
37.0 |
|
Restructuring and exit
costs(2) |
|
48.7 |
|
|
38.4 |
|
|
32.1 |
|
Other costs related to
facilities consolidations(3) |
|
84.8 |
|
|
— |
|
|
— |
|
Foreign currency (gain) loss
related to hyperinflationary subsidiaries(4) |
|
(1.9 |
) |
|
(2.1 |
) |
|
1.6 |
|
Adjustment for tax
indemnification asset(5) |
|
4.7 |
|
|
6.9 |
|
|
2.8 |
|
Acquisition accounting
adjustments(6) |
|
1.3 |
|
|
— |
|
|
— |
|
Bain Capital management
fee(7) |
|
— |
|
|
19.4 |
|
|
7.5 |
|
Non-cash pension and other
post-employment benefit plan(8) |
|
(14.2 |
) |
|
(15.7 |
) |
|
(12.9 |
) |
Unrealized foreign currency
exchange (gain) loss(9) |
|
(5.9 |
) |
|
12.9 |
|
|
(25.1 |
) |
Factoring and securitization
fees(10) |
|
5.7 |
|
|
4.7 |
|
|
4.3 |
|
Share-based
compensation(11) |
|
56.2 |
|
|
115.2 |
|
|
67.5 |
|
Tax receivable agreement
adjustments(12) |
|
(22.6 |
) |
|
(10.1 |
) |
|
— |
|
Loss on extinguishment of
debt(13) |
|
— |
|
|
15.6 |
|
|
— |
|
Realized foreign currency
exchange loss on debt refinancing(14) |
|
— |
|
|
4.5 |
|
|
— |
|
COVID-19 inventory
charges(15) |
|
18.3 |
|
|
13.9 |
|
|
— |
|
Other items |
|
1.5 |
|
|
6.3 |
|
|
(1.7 |
) |
Consolidated Adjusted
EBITDA |
$ |
330.1 |
|
$ |
410.1 |
|
$ |
401.2 |
|
The following tables reconcile net loss to Adjusted Net Income
and basic and diluted loss per share to Adjusted EPS for the
periods presented:
|
Three Months EndedDecember 31, 2022 |
Three Months EndedDecember 31, 2021 |
Three Months EndedDecember 31, 2020 |
(in millions, except
per share amounts) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Reported (GAAP) |
$ |
(59.5 |
) |
$ |
(0.19 |
) |
$ |
(35.7 |
) |
$ |
(0.11 |
) |
$ |
(71.8 |
) |
$ |
(0.30 |
) |
Amortization expense of
intangible assets acquired |
|
21.7 |
|
|
0.07 |
|
|
24.1 |
|
|
0.08 |
|
|
24.2 |
|
|
0.10 |
|
Transaction and integration
costs(1) |
|
25.2 |
|
|
0.08 |
|
|
12.7 |
|
|
0.04 |
|
|
17.0 |
|
|
0.07 |
|
Restructuring and exit
costs(2) |
|
(18.9 |
) |
|
(0.06 |
) |
|
16.0 |
|
|
0.05 |
|
|
26.8 |
|
|
0.11 |
|
Other costs related to
facilities consolidations(3) |
|
84.8 |
|
|
0.27 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Foreign currency (gain) loss
related to hyperinflationary subsidiaries(4) |
|
1.7 |
|
|
0.01 |
|
|
0.6 |
|
|
— |
|
|
1.3 |
|
|
0.01 |
|
Adjustment for tax
indemnification asset(5) |
|
4.0 |
|
|
0.01 |
|
|
5.5 |
|
|
0.02 |
|
|
1.4 |
|
|
0.01 |
|
Acquisition accounting
adjustments(6) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Bain Capital management
fee(7) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.9 |
|
|
0.01 |
|
Non-cash pension and other
post-employment benefit plan(8) |
|
(3.9 |
) |
|
(0.01 |
) |
|
(3.7 |
) |
|
(0.01 |
) |
|
(3.2 |
) |
|
(0.01 |
) |
Unrealized foreign currency
exchange (gain) loss(9) |
|
3.0 |
|
|
0.01 |
|
|
7.7 |
|
|
0.02 |
|
|
(7.5 |
) |
|
(0.03 |
) |
Share-based
compensation(11) |
|
9.5 |
|
|
0.03 |
|
|
15.9 |
|
|
0.05 |
|
|
66.3 |
|
|
0.27 |
|
Tax receivable agreement
adjustments(12) |
|
(5.9 |
) |
|
(0.02 |
) |
|
(14.2 |
) |
|
(0.05 |
) |
|
— |
|
|
— |
|
Loss on extinguishment of
debt(13) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Realized foreign currency
exchange loss on debt refinancing(14) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
COVID-19 inventory
charges(15) |
|
0.9 |
|
|
— |
|
|
13.9 |
|
|
0.04 |
|
|
— |
|
|
— |
|
Accelerated expense of
deferred financing and original issue discount costs(16) |
|
— |
|
|
— |
|
|
4.9 |
|
|
0.02 |
|
|
— |
|
|
— |
|
Other items |
|
1.1 |
|
|
— |
|
|
3.5 |
|
|
0.01 |
|
|
(4.0 |
) |
|
(0.02 |
) |
Tax effects related to
non-GAAP adjustments(17) |
|
(20.1 |
) |
|
(0.06 |
) |
|
(26.7 |
) |
|
(0.09 |
) |
|
(14.1 |
) |
|
(0.06 |
) |
Discrete tax
adjustments(18) |
|
(17.0 |
) |
|
(0.05 |
) |
|
26.7 |
|
|
0.09 |
|
|
(9.7 |
) |
|
(0.04 |
) |
Adjusted
(Non-GAAP) |
$ |
26.6 |
|
$ |
0.09 |
|
$ |
51.2 |
|
$ |
0.16 |
|
$ |
28.6 |
|
$ |
0.12 |
|
|
Year EndedDecember 31, 2022 |
Year EndedDecember 31, 2021 |
Year EndedDecember 31, 2020 |
(in millions, except
per share amounts) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Net Income(Loss) |
Basic anddilutedEPS(19) |
Reported (GAAP) |
$ |
(169.3 |
) |
$ |
(0.53 |
) |
$ |
(174.8 |
) |
$ |
(0.60 |
) |
$ |
(38.5 |
) |
$ |
(0.16 |
) |
Amortization expense of
intangible assets acquired |
|
90.2 |
|
|
0.28 |
|
|
96.7 |
|
|
0.33 |
|
|
98.2 |
|
|
0.40 |
|
Transaction and integration
costs(1) |
|
51.3 |
|
|
0.16 |
|
|
45.8 |
|
|
0.16 |
|
|
37.0 |
|
|
0.15 |
|
Restructuring and exit
costs(2) |
|
48.7 |
|
|
0.15 |
|
|
38.4 |
|
|
0.13 |
|
|
32.1 |
|
|
0.13 |
|
Other costs related to
facilities consolidations(3) |
|
84.8 |
|
|
0.26 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Foreign currency (gain) loss
related to hyperinflationary subsidiaries(4) |
|
(1.9 |
) |
|
(0.01 |
) |
|
(2.1 |
) |
|
(0.01 |
) |
|
1.6 |
|
|
0.01 |
|
Adjustment for tax
indemnification asset(5) |
|
4.7 |
|
|
0.01 |
|
|
6.9 |
|
|
0.02 |
|
|
2.8 |
|
|
0.01 |
|
Acquisition accounting
adjustments(6) |
|
1.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Bain Capital management
fee(7) |
|
— |
|
|
— |
|
|
19.4 |
|
|
0.07 |
|
|
7.5 |
|
|
0.03 |
|
Non-cash pension and other
post-employment benefit plan(8) |
|
(14.2 |
) |
|
(0.04 |
) |
|
(15.7 |
) |
|
(0.05 |
) |
|
(12.9 |
) |
|
(0.05 |
) |
Unrealized foreign currency
exchange (gain) loss(9) |
|
(5.9 |
) |
|
(0.02 |
) |
|
12.9 |
|
|
0.04 |
|
|
(25.1 |
) |
|
(0.10 |
) |
Share-based
compensation(11) |
|
56.2 |
|
|
0.18 |
|
|
115.2 |
|
|
0.40 |
|
|
67.5 |
|
|
0.28 |
|
Tax receivable agreement
adjustments(12) |
|
(22.6 |
) |
|
(0.07 |
) |
|
(10.1 |
) |
|
(0.03 |
) |
|
— |
|
|
— |
|
Loss on extinguishment of
debt(13) |
|
0.0 |
|
|
0.00 |
|
|
15.6 |
|
|
0.05 |
|
|
— |
|
|
— |
|
Realized foreign currency
exchange loss on debt refinancing(14) |
|
0.0 |
|
|
0.00 |
|
|
4.5 |
|
|
0.02 |
|
|
— |
|
|
— |
|
COVID-19 inventory
charges(15) |
|
18.3 |
|
|
0.06 |
|
|
13.9 |
|
|
0.05 |
|
|
— |
|
|
— |
|
Accelerated expense of
deferred financing and original issue discount costs(16) |
|
— |
|
|
— |
|
|
18.9 |
|
|
0.07 |
|
|
— |
|
|
— |
|
Other items |
|
1.5 |
|
|
— |
|
|
6.3 |
|
|
0.01 |
|
|
(1.7 |
) |
|
(0.01 |
) |
Tax effects related to
non-GAAP adjustments(17) |
|
(69.1 |
) |
|
(0.20 |
) |
|
(69.3 |
) |
|
(0.24 |
) |
|
(33.3 |
) |
|
(0.14 |
) |
Discrete tax
adjustments(18) |
|
12.7 |
|
|
0.04 |
|
|
29.3 |
|
|
0.10 |
|
|
(11.6 |
) |
|
(0.04 |
) |
Adjusted
(Non-GAAP) |
$ |
86.7 |
|
$ |
0.27 |
|
$ |
151.8 |
|
$ |
0.52 |
|
$ |
123.6 |
|
$ |
0.51 |
|
(1) |
These costs consist primarily of professional and consulting
services which are non-operational in nature, costs related to
strategic initiatives, acquisition-related costs, and costs
incurred in preparing to become a publicly traded company. |
|
|
(2) |
Includes costs related to restructuring programs and business exit
activities. See Note 18 — Restructuring and Exit Activities in the
Notes to our Consolidated Financial Statements included in our
Annual Report on Form 10-K for additional information. |
|
|
(3) |
Represents other costs related to consolidating certain
manufacturing and warehousing facilities within Europe and North
America, which are non-recurring and included in Cost of Sales in
our Consolidated Statements of Operations. |
|
|
(4) |
Argentina and Turkey were deemed to have highly inflationary
economies and the functional currencies for our Argentina and
Turkey operations were changed from the Argentine peso and Turkish
lira to the United States dollar and remeasurement charges/credits
are recorded in our Consolidated Statements of Operations rather
than as a component of Cumulative Translation Adjustment on our
Consolidated Balance Sheets. |
|
|
(5) |
In connection with the Diversey Acquisition, the purchase agreement
governing the transaction includes indemnification provisions with
respect to tax liabilities. The offset to this adjustment is
included in income tax provision. See Note 14 - Income Taxes in the
Notes to our Consolidated Financial Statements included in our
Annual Report on Form 10-K for additional information. |
|
|
(6) |
In connection with various acquisitions we recorded fair value
increases to our inventory. These amounts represent the
amortization of this increase. |
|
|
(7) |
Represents fees paid to Bain Capital pursuant a management
agreement whereby we have received general business consulting
services; financial, managerial and operational advice; advisory
and consulting services with respect to selection of advisors;
advice in different fields; and financial and strategic planning
and analysis. The management agreement was terminated in March 2021
pursuant to its terms upon the consummation of the IPO, and we
recorded a termination fee of $17.5 million during 2021. |
|
|
(8) |
Represents the net impact of the expected return on plan assets,
interest cost, and settlement cost components of net periodic
defined benefit income related to our defined benefit pension
plans. See Note 13 - Retirement Plans in the Notes to our
Consolidated Financial Statements included in our Annual Report on
Form 10-K for additional information. |
|
|
(9) |
Represents the unrealized foreign currency exchange impact on our
operations, primarily attributed to the valuation of the U.S.
dollar-denominated debt held by our European entity and our tax
receivable agreement. |
|
|
(10) |
Represents the fees to complete the sale of the receivables without
recourse under our accounts receivable factoring and securitization
agreements. See Note 6 - Financial Statement Details to our
Consolidated Financial Statements included elsewhere in this Annual
Report on Form 10-K for additional information. |
|
|
(11) |
Represents compensation expense associated with our share-based
equity and liability awards. See Note 17 — Share-Based Compensation
in the Notes to our Consolidated Financial Statements included in
our Annual Report on Form 10-K for additional information. |
|
|
(12) |
Represents the adjustment to our tax receivable agreement liability
due to changes in valuation allowances that impact the
realizability of the attributes of the tax receivable agreement.
See Note 14 — Income Taxes in the Notes to our Consolidated
Financial Statements included in our Annual Report on Form 10-K for
additional information. |
|
|
(13) |
Represents the costs incurred in connection with the redemption of
the 2017 Senior Notes on September 29, 2021. See Note 10 — Debt and
Credit Facilities in the Notes to our Consolidated Financial
Statements included in our Annual Report on Form 10-K for
additional information. |
|
|
(14) |
During 2021, we incurred a realized foreign currency exchange loss
related to the refinancing of the Senior Secured Credit Facilities.
See Note 10 — Debt and Credit Facilities in the Notes to our
Consolidated Financial Statements included in our Annual Report on
Form 10-K for additional information. |
|
|
(15) |
Represents charges for excess inventory and estimated disposal
costs related to COVID-19. |
|
|
(16) |
Represents accelerated non-cash expense of deferred financing costs
and original issue discount costs as certain debt facilities were
fully repaid or paid down significantly in March 2021 using
proceeds from the IPO. |
|
|
(17) |
The tax rate used to calculate the tax impact of the pre-tax
adjustments is based on the jurisdiction in which the charge was
recorded. |
|
|
(18) |
Represents adjustments related to discrete tax items including
uncertain tax provisions, impacts from rate changes in certain
jurisdictions and changes in our valuation allowance. |
|
|
(19) |
For purposes of calculating earnings (loss) per share we have
retrospectively presented earnings (loss) per share as if the
Reorganization Transactions (See Note 1 - General and Description
of Business in the Notes to our Consolidated Financial Statements
included in our Annual Report on Form 10-K for additional
information) had occurred at the beginning of the earliest period
presented. Such retrospective presentation reflects an increase of
approximately 47.4 million shares due to the exchange of shares in
Constellation for shares in the Company. |
The following table represents net sales by
segment:
(in millions, except
percentages) |
Institutional |
Food & Beverage |
Total |
Q4 2021 Net
Sales |
$ |
486.9 |
|
72.4 |
% |
$ |
185.5 |
|
27.6 |
% |
$ |
672.4 |
|
|
Organic change (non-U.S. GAAP) |
|
44.1 |
|
9.1 |
% |
|
43.1 |
|
23.2 |
% |
|
87.2 |
|
13.0 |
% |
Acquisition |
|
10.0 |
|
2.1 |
% |
|
6.5 |
|
3.5 |
% |
|
16.5 |
|
2.5 |
% |
Constant dollar change
(non-U.S. GAAP) |
|
54.1 |
|
11.1 |
% |
|
49.6 |
|
26.7 |
% |
|
103.7 |
|
15.4 |
% |
Foreign currency
translation |
|
(50.7 |
) |
(10.4 |
)% |
|
(23.8 |
) |
(12.8 |
)% |
|
(74.5 |
) |
(11.1 |
)% |
Total change |
|
3.4 |
|
0.7 |
% |
|
25.8 |
|
13.9 |
% |
|
29.2 |
|
4.3 |
% |
Q4 2022 Net
Sales |
$ |
490.3 |
|
69.9 |
% |
$ |
211.3 |
|
30.1 |
% |
$ |
701.6 |
|
|
Diversey (NASDAQ:DSEY)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Diversey (NASDAQ:DSEY)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024