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March 2023
March 2023
November 2022
November 2022
August 2022
June 2022
May 2022
May 2022
March 2022
March 2022
COVER - USD ($) | 12 Months Ended | ||
---|---|---|---|
Dec. 31, 2022 | Jan. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40293 | ||
Entity Registrant Name | DIVERSEY HOLDINGS, LTD. | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 1300 Altura Road | ||
Entity Address, Address Line Two | Suite 125 | ||
Entity Address, City or Town | Fort Mill | ||
Entity Address, State or Province | SC | ||
Entity Address, Postal Zip Code | 29708 | ||
City Area Code | 803 | ||
Local Phone Number | 746-2200 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 | ||
Trading Symbol | DSEY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 437,383,267 | ||
Entity Common Stock, Shares Outstanding | 324,576,615 | ||
Documents Incorporated by Reference | Information required in Part III of this Annual Report on Form 10-K is incorporated herein by reference to our definitive proxy statement or amendment to this Form 10-K to be filed with the SEC no later than May 1, 2023. | ||
Entity Central Index Key | 0001831617 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
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Compare this 10-K Annual Report to its predecessor by reading our highlights to see what text and tables were removed , added and changed by Diversey Holdings, Ltd..
Diversey Holdings, Ltd.'s Definitive Proxy Statement (Form DEF 14A) filed after their 2023 10-K Annual Report includes:
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Adjusted Net Income and Adjusted EPS have limitations as an analytical tool; some of these limitations are: Adjusted Net Income and Adjusted EPS do not reflect changes in, or cash requirements for, our working capital needs; other companies, including companies in our industry, may calculate Adjusted Net Income and Adjusted EPS differently, which reduce their usefulness as comparative measures; and in the future we may incur expenses that are the same as or similar to some of the adjustments in our calculation of Adjusted Net Income and Adjusted EPS and our presentation of Adjusted Net Income and Adjusted EPS should not be construed as an inference that our future results will be unaffected by the types of items excluded from the calculation of Adjusted Net Income or Adjusted EPS.
The following table reconciles loss before income tax provision (benefit) to EBITDA and Adjusted EBITDA for the periods presented: The following table reconciles net loss to Adjusted Net Income and basic and diluted loss per share to Adjusted EPS for the periods presented: (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.
Gross profit in 2021 was favorably impacted by $16.1 million of foreign currency translation, and was offset by a $13.9 million charge for excess inventory related to COVID-19 and a $7.5 million increase in share-based compensation related to the cash long-term incentive plan as a result of our IPO.
Such events may include, but are not limited to, impairment of other assets or establishment of valuation allowances on deferred tax assets, cash flow or operating losses at a reporting unit, negative current events or long-term outlooks for our industry, and negative adjustments to future forecasts.
The changes in working capital reflect unfavorable fluctuations in trade receivables of $143.8 million (primarily relating to increased sales in 2021 in Latin America and the Middle East and Africa, which have longer payment terms, and the securitization of receivables in 2020) and other assets and liabilities of $95.0 million (primarily relating to timing of payroll related accruals, rebates and lease receivables), partially offset by a favorable fluctuation in accounts payable of $75.3 million.
The Non-GAAP financial metrics exclude...Read more
Cash flows from operating activities...Read more
Such events may include, but...Read more
Gross profit for 2022 was...Read more
We also believe that investors,...Read more
Changes in projected revenue growth...Read more
Adjusted EBITDA margin decreased from...Read more
The following table presents a...Read more
Any changes in such assumptions...Read more
We believe that, in addition...Read more
EBITDA and Adjusted EBITDA We...Read more
The changes in working capital...Read more
In 2020, we received net...Read more
Revenue from contracts with customers...Read more
For 2021, the difference in...Read more
Excluding the impact of these...Read more
EBITDA and Adjusted EBITDA are...Read more
To determine a peer group...Read more
Adjusted EBITDA includes adjustments that...Read more
We believe that our value-added...Read more
EBITDA and Adjusted EBITDA are...Read more
As a result, the use...Read more
We believe that Adjusted Net...Read more
Such retrospective presentation reflects an...Read more
We define Adjusted Net Income...Read more
The decrease of $8.9 million...Read more
If collectability of substantially all...Read more
In connection with the Diversey...Read more
Other Factors Affecting Our Operating...Read more
The most directly comparable U.S....Read more
The increase in sales is...Read more
Our future capital requirements will...Read more
Adjusted EBITDA margin improved from...Read more
The 2021 Senior Notes are...Read more
Consequently, increases or decreases in...Read more
On a constant dollar basis,...Read more
The Senior Secured Credit Facilities...Read more
In connection with our various...Read more
It is possible that foreign...Read more
Because of these limitations, EBITDA...Read more
Costs incurred in 2022 of...Read more
Further, investors are urged to...Read more
Corporate costs decreased from $43.4...Read more
Corporate costs decreased from $47.1...Read more
Any excess of the purchase...Read more
The future cash flows are...Read more
Our calculation of these Non-GAAP...Read more
However, Adjusted Net Income and...Read more
Both the liability and annual...Read more
Adjusted EBITDA for each of...Read more
We are committed to maintaining...Read more
We compensate for these limitations...Read more
The tax benefits recognized are...Read more
Organic sales increased by 9.1%...Read more
For 2020, the difference in...Read more
The measurement date used to...Read more
The amount of revenue recognized...Read more
Definite-lived intangible assets, such as...Read more
Net sales increased $33.1 million,...Read more
Net sales increased $113.9 million,...Read more
Net sales increased $66.6 million,...Read more
Recent Accounting Pronouncements Refer to...Read more
Selling, general and administrative expenses...Read more
Customer demand for sanitizer products...Read more
However, our success is dependent...Read more
On a constant dollar basis,...Read more
On a constant dollar basis,...Read more
On a constant dollar basis,...Read more
We believe these considerations provide...Read more
This facility will help us...Read more
(6)In connection with various acquisitions...Read more
The principal assumptions concern the...Read more
If the fair value of...Read more
Financing activities Cash flows from...Read more
Organic sales decreased 5.8% in...Read more
We used the net proceeds...Read more
We used the net proceeds...Read more
(9)Represents the unrealized foreign currency...Read more
Investors are cautioned against placing...Read more
In addition, our method of...Read more
Additionally, we recognize interest and...Read more
Amortization expense in 2021 included...Read more
Organic sales increased by 21.8%...Read more
Our presentation of EBITDA and...Read more
For sales to distributors, revenue...Read more
(7)Represents fees paid to Bain...Read more
Goodwill and indefinite-lived intangible assets...Read more
Bain Capital beneficially owned approximately...Read more
We also believe these financial...Read more
Adjusted EBITDA consists of EBITDA...Read more
Amortization of intangible assets acquired....Read more
Amortization of intangible assets acquired...Read more
These were partially offset by...Read more
Such long-lived assets primarily consist...Read more
Goodwill and Indefinite-Lived Intangible Assets....Read more
Indefinite-lived intangible assets, which consist...Read more
(4)Argentina and Turkey were deemed...Read more
We review goodwill for possible...Read more
Based on the results of...Read more
(12)Represents the adjustment to our...Read more
Adjusted Net Income and Adjusted...Read more
Goodwill and and indefinite-lived intangible...Read more
The decrease in interest expense...Read more
Our remaining costs for this...Read more
Additionally, we paid $17.8 million...Read more
Financial Statements, Disclosures and Schedules
Inside this 10-K Annual Report
Material Contracts, Statements, Certifications & more
Diversey Holdings, Ltd. provided additional information to their SEC Filing as exhibits
Ticker: DSEY
CIK: 1831617
Form Type: 10-K Annual Report
Accession Number: 0001628280-23-008499
Submitted to the SEC: Fri Mar 17 2023 4:34:45 PM EST
Accepted by the SEC: Fri Mar 17 2023
Period: Saturday, December 31, 2022
Industry: Specialty Cleaning Polishing And Sanitation Preparations