Notes to the Condensed Consolidated Financial Statements (unaudited)
1. Nature of Business and Basis of Presentation
Nature of Business
GCP Applied Technologies Inc. (“GCP”, or the “Company”) is engaged in the production and sale of specialty construction chemicals and specialty building materials through two operating segments. Specialty Construction Chemicals (“SCC”) operating segment provides products, services and technologies to the concrete and cement industries, including concrete admixtures and cement, as well as in-transit monitoring and management systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials. Specialty Building Materials (“SBM”) operating segment manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, as well as fireproofing and other products designed to protect the building envelope.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X for interim financial information.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. GCP’s accounting measurements that are most affected by management’s estimates of future events are disclosed in its 2021 Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”). Actual results could differ from those estimates.
The interim financial statements presented herein are unaudited and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the 2021 Annual Report on Form 10-K. The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited annual consolidated financial statements as of the period then ended. Certain information and footnote disclosures typically included in GCP’s annual consolidated financial statements have been condensed or omitted. The unaudited financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations for the year ending December 31, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts.
Proposed Merger
On December 5, 2021, GCP entered into an Agreement and Plan of Merger, or the (“Merger Agreement”), with Cyclades Parent, Inc., or Parent, and Cyclades Merger Sub, Inc., a wholly owned subsidiary of Parent, (“Merger Sub”), and Compagnie de Saint-Gobain S.A., collectively, (“Saint-Gobain”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into GCP (the “Merger”), with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of GCP’s common stock that is issued and outstanding immediately prior to the effective time of the Merger shall be automatically converted into the right to receive $32.00 in cash, without interest. GCP’s Board of Directors and the board of directors of Saint-Gobain have each approved the Merger and the Merger Agreement. On March 8, 2022, the Company’s stockholders approved the Merger. The Company currently expects the Merger to close in the second half of 2022. Until the closing, GCP will continue to operate as an independent company.
GCP may be required to pay a cash termination fee to Saint-Gobain of up to $71 million, as required under the Merger Agreement under certain circumstances, including in the event GCP terminates the Merger Agreement to enter into a “Superior Proposal,” as defined in the Merger Agreement, or in the event GCP enters into an alternative transaction within nine months of termination of the Merger Agreement in certain circumstances and such alternative transaction is
Notes to the Condensed Consolidated Financial Statements (unaudited)
consummated.
Assets Held for Sale
In October 2021, the Company approved the sale of a business unit within the SBM segment and classified it as held for sale in its 2021 Annual Report on Form 10-K. In the first quarter of 2022, the Company decided to discontinue the proposed sale of this business unit and recorded a $0.7 million charge for accumulated unrecognized depreciation and amortization expense during the period the associated assets were classified as held for sale. In the six months ended June 30, 2022, the Company also reversed the $0.8 million loss on sale of a product line that it had previously recorded in 2021 resulting in a $0.1 million overall gain recorded in “Other expense (income), net” in the unaudited Condensed Consolidated Statement of Operations. As of March 1, 2022, all depreciation and amortization associated with this business are in operating costs and expense in the unaudited Condensed Consolidated Statement of Operations.
Goodwill
The change in goodwill in the six months ended June 30, 2022 was due mostly to unfavorable foreign currency translations of $12.1 million partially offset by $3.2 million assets held for sale that were reversed when GCP decided to discontinue the proposed sale of the business unit.
Discontinued Operations
In 2017, GCP completed the sale of its Darex Packaging Technologies (“Darex”) business to Henkel AG & Co. KGaA (“Henkel”) for $1.1 billion in cash. Since that time, Darex results of operations and cash flows have been reclassified and reflected as “discontinued operations” in the unaudited Condensed Statements of Operations and Cash Flows for all periods presented including fees incurred by the Company in relation to Henkel indemnification claims (see Note 12, “Commitments and Contingencies”). Unless otherwise noted, the information throughout the Notes to the accompanying unaudited Condensed Consolidated Financial Statements pertains only to the continuing operations of GCP.
The following table sets forth the components of “Loss from discontinued operations, net of income taxes” in the unaudited Condensed Consolidated Statements of Operations:
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| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in millions) |
| Selling, general and administrative expenses | $ | 2.4 | | | $ | 0.2 | | | $ | 2.7 | | | $ | 0.2 | |
| Loss from discontinued operations before income taxes | (2.4) | | | (0.2) | | | (2.7) | | | (0.2) | |
| Income tax expense | (0.7) | | | — | | | (0.7) | | | — | |
| | | | | | | |
| Loss from discontinued operations, net of income taxes | $ | (1.7) | | | $ | (0.2) | | | $ | (2.0) | | | $ | (0.2) | |
Risk and Uncertainties
In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic, and recommended a number of restrictive measures to contain the spread. Many governments in the regions where GCP generates the majority of its revenue have adopted policies which have impacted GCP and many other companies globally, particularly the extended lockdowns and supply chain disruptions. COVID-19 and its resurgence has and will continue to impact global economic activity, particularly raw material inflation and the supply chain challenges are impacting the ability to fulfill demand and the cost of the GCP’s products. Furthermore, factors such as the conflict in Ukraine, risks related to energy markets and the resulting increases in petroleum-based raw materials and historic inflation headwinds have impacted GCP’s results of operations in the six months ended June 30, 2022. GCP has been closely monitoring the impact of COVID-19 and working to manage the effects on its business globally. It is difficult to estimate with reasonable certainty at this time the duration and extent of the impact of the pandemic on the global economy, the Company’s business, financial position and results of operations. GCP has made certain estimates within its financial statements related to the impact of COVID-19 and other risk and uncertainties, including allowances for credit losses related to the estimated amount of receivables not expected to be collected and excess, obsolete or damaged inventories, future expected cash flows related to impairment assessments of goodwill and long-lived assets, incentive compensation accruals, contingent liabilities, and sales allowances related to volume rebates recognized based on anticipated sales volume. There may be changes to the Company’s estimates in future periods due to uncertainty associated with the impact of COVID-19, the extent of which will depend
Notes to the Condensed Consolidated Financial Statements (unaudited)
largely on future developments, including new information which may emerge concerning the resurgence of the pandemic, as well as additional and unanticipated actions by government authorities to further contain the spread of COVID-19.
2. Revenue from Contracts with Customers
Revenue is recognized upon transfer of control of products or services promised to customers in an amount that reflects the consideration the Company expects to receive in exchange for these products or services. GCP disaggregates its revenue from contracts with customers by operating segments, which it believes best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Please refer to Note 14, “Operating Segments”.
Short-Term Arrangements
The majority of the Company’s revenue is generated from short-term arrangements associated with the production and sale of concrete admixtures and cement additives within its SCC segment, as well as sheet and liquid membrane systems and other specialty products designed to protect the building envelope within its SBM segment. Short-term arrangements within its SCC segment involve selling concrete admixtures and providing dispensers to customers. Such arrangements contain a lease element due to the customer’s right to control the use of dispensers over a period of time in exchange for consideration. For such arrangements, the transfer of control takes place at a point in time when products are shipped or delivered to the customer. Revenue from these contracts with customers is therefore typically recognized upon shipment of the product or delivery at the customer’s site based on shipping terms.
Long-Term Arrangements
The Company generates revenue from long-term arrangements within its SCC segment, which generally consist of VERIFI® and Ductilcrete sales arrangements. VERIFI® sales arrangements involve installing equipment on the customers’ trucks and at their plants, as well as performing slump management and truck location tracking services. The Company recognizes lease and service revenue for these arrangements.
The Company has certain long-term arrangements, under which the Company has certain performance obligations that are satisfied over time, resulting in remaining obligations for which the work has not been performed or has been partially performed. At June 30, 2022, the aggregate amount of transaction price allocated to remaining performance obligations was immaterial and will be earned as revenue over the remaining term of these contracts, which is generally one to four years.
3. Restructuring and Repositioning Expenses
Repositioning expenses are primarily related to consulting, professional services, and other employee-related costs associated with the Company’s restructuring activities.
Restructuring, repositioning and associated costs, which are included in “Other current liabilities” on the unaudited Condensed Balance Sheets, were as follows. | | | | | | | | | | | | | | | | | | | | | | | |
| Severance | | Asset Impairment | | Repositioning and Other Costs | | Total |
| (in millions) |
| Balance at December 31, 2021 | $ | 8.2 | | | $ | — | | | $ | 4.2 | | | $ | 12.4 | |
| Additional accrual | 0.6 | | | 0.1 | | | 3.9 | | | 4.6 | |
| Payments | (4.2) | | | — | | | (6.2) | | | (10.4) | |
| Other | (0.1) | | | (0.1) | | | (0.6) | | | (0.8) | |
| Balance at June 30, 2022 | $ | 4.5 | | | $ | — | | | $ | 1.3 | | | $ | 5.8 | |
Notes to the Condensed Consolidated Financial Statements (unaudited)
The following table summarizes the charges incurred and planned in connection with restructuring and repositioning plans. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance & Employee Related Costs | | Asset Impairment | | Other Costs | | Repositioning | | Total Costs | | |
| (in millions) | | |
2021 Plan: | | | | | | | | | | | |
| Estimated total costs | $13-$15 | | $8-$9 | | $8 | | $5 | | $34-$37 | | |
| Cumulative costs to date | $14.0 | | $7.4 | | $8.2 | | $5.8 | | $35.4 | | |
| 2019 Phase 2 Plan: | | | | | | | | | | | |
| Estimated total costs | $25-$26 | | $1 | | $— | | $7-$8 | | $33-$35 | | |
| Cumulative Costs to date | $25.0 | | $0.9 | | $— | | $7.4 | | $33.3 | | |
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2021 Restructuring and Repositioning Plan (the “2021 Plan”)
In March 2021, the Board approved a business restructuring and repositioning plan related to the relocation of the Company’s corporate headquarters to Alpharetta, Georgia, the closure of its Cambridge, Massachusetts campus, the build-out of new R&D locations in Wilmington, Massachusetts, as well as the consolidation of other regional facilities and offices, including an organizational redesign. The Company moved into the Alpharetta headquarters in September 2021 and in the Wilmington R&D facility in April 2022. The program was completed in June 2022.
During the six months ended June 30, 2022, the Company incurred $4.7 million of restructuring charges for the 2021 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. $2.0 million was for repositioning expenses, $1.6 million was for other associated costs related mostly to the prior Cambridge headquarters, $1.0 million was mostly for severance and employee related costs and $0.1 million was for asset impairment charges.
During the six months ended June 30, 2021, the Company incurred $13.9 million of restructuring charges for the 2021 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. $9.8 million was mostly for severance and employee related costs, $2.4 million was for asset impairment charges, $1.2 million was for other associated costs and $0.5 million was for repositioning expense and other costs.
2019 Phase 2 Restructuring and Repositioning Plan (the “2019 Phase 2 Plan”)
In July 2019, the Board approved a business restructuring and repositioning plan to optimize the design and footprint of the Company’s global organization, primarily with respect to its general administration and business support functions, and streamline cross-functional activities. The 2019 Phase 2 Plan resulted in the net reduction of approximately 10% of the Company’s workforce. The program was substantially completed in March 2021.
During the six months ended June 30, 2022, the Company reversed $0.3 million of severance charges for the 2019 Phase 2 Plan within “Restructuring and repositioning expenses” in the Statement of Operations and recorded $0.2 million for repositioning expense and other costs.
During the six months ended June 30, 2021, the Company incurred $2.0 million of restructuring charges for the 2019 Phase 2 Plan recorded within “Restructuring and repositioning expenses” in the Statement of Operations. $1.3 million was for repositioning expense, $0.4 million was for severance and employee related costs and $0.3 million was for asset impairment charges.
Notes to Consolidated Financial Statements (unaudited)
4. Debt
The following is a summary of obligations under senior notes and other borrowings at June 30, 2022 and December 31, 2021. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Revolving Credit Facility due 2023 | $ | — | | | $ | — | |
5.5% Senior Notes due in 2026 | 347.5 | | | 347.2 | |
| Other borrowings | 1.5 | | | 3.7 | |
| Total debt | 349.0 | | | 350.9 | |
| Less: current portion of long-term debt | (0.9) | | | (2.1) | |
| Long-term debt | $ | 348.1 | | | $ | 348.8 | |
| Weighted average interest rates on total debt obligations | 5.5 | % | | 5.5 | % |
Revolving Credit Facility
The Company entered into a $350 million Revolving Credit Facility on April 2018 (the “Revolving Credit Facility”). At June 30, 2022 and December 31, 2021, there were no outstanding borrowings on the Revolving Credit Facility. There were $2.8 million in outstanding letters of credit which resulted in available credit of $347.2 million at June 30, 2022.
The Credit Agreement contains conditions that would require mandatory principal payments in advance of the maturity date of the Revolving Credit Facility, as well as certain customary affirmative and negative covenants and events of default, as described in the Company’s Consolidated Financial Statements included in the 2021 Annual Report in the Form 10-K. The Company was in compliance with all covenant terms at June 30, 2022. There were no events of default at June 30, 2022.
5.5% Senior Notes
The Company issued the 5.5% Senior Notes in April 2018 with an aggregate principal amount of $350 million maturing on April 15, 2026 (the “5.5% Senior Notes”). Interest on the 5.5% Senior Notes is payable semi-annually in arrears on April 15 and October 15 of each year. The Company made an interest payment of $9.6 million on April 15, 2022. At June 30, 2022, the 5.5% Senior Notes are reported net of unamortized discount and debt issuance costs of $2.5 million. Based on quotes from dealers where obtainable or the value of the most recent trade in the market (Level 2), the outstanding 5.5% Senior Notes has a fair value of $348.3 million at June 30, 2022.
The 5.5% Senior Notes contain certain customary affirmative and negative covenants and events of default, as described in the Company’s Consolidated Financial Statements included in the 2021 Annual Report in the Form 10-K. The Company was in compliance with all covenants and conditions under the Indenture at June 30, 2022. There were no events of default at June 30, 2022.
Other Borrowings
Other borrowings of $1.5 million are comprised of various borrowings under lines of credits, primarily by non-U.S. subsidiaries as well as $0.9 million of finance lease obligations at June 30, 2022. Other borrowings have a fair value that approximate their carrying value. We have $44.1 million available under various non-U.S. credit facilities.
Notes to the Condensed Consolidated Financial Statements (unaudited)
5. Derivatives
In May 2022, the Company settled its outstanding net investment foreign currency forward contracts for $3.9 million. The unamortized gain remaining in “Accumulated other comprehensive loss” was $1.2 million, net of tax, at June 30, 2022 and will be recorded into income if the Merger is consummated. Further, the unamortized excluded component under the spot method of $0.7 million will also be recorded into income if the Merger is consummated.
The Company used derivative instruments to partially offset its business exposure to foreign currency risk on net investments in certain foreign subsidiaries. The Company entered into foreign currency forward contracts to offset a portion of the changes in the carrying amounts of its net investments entered in foreign operations due to fluctuations in foreign currency exchange rates. The Company was a party to four forward contracts with an aggregate notional amount of €40.0 million to hedge foreign currency exposure on net investments in certain of its European subsidiaries whose functional currency was the Euro.
The following table summarizes the fair value of the Company’s derivative instruments designated as net investment hedges at December 31, 2021. | | | | | | | | | | | | | | | | |
| | | | | Fair Value |
| | Balance Sheet Location | | | | December 31, 2021 |
| | | | | (in millions) |
| Derivative assets | | Other current assets | | | | $ | 0.7 | |
| Derivative assets | | Other assets | | | | 1.0 | |
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| Derivative liabilities | | Other liabilities | | | | 0.2 | |
The fair value of derivative instruments was measured based on expected future cash flows discounted at market interest rates using observable market inputs and classified as Level 2 within the fair value hierarchy.
The effects of our foreign exchange forward contracts on the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, is recorded as follows. | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, 2022 | | June 30, 2021 | | June 30, 2022 | | June 30, 2021 |
| (in millions) |
| Gain recognized in the statements of operations and comprehensive income, net of tax | $ | 0.1 | | | $ | 0.2 | | | $ | 0.3 | | | $ | 0.4 | |
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| Cumulative translation adjustments | 1.4 | | | (0.6) | | | 2.1 | | | 1.2 | |
| Income tax effect | (0.3) | | | 0.1 | | | (0.5) | | | (0.3) | |
6. Income Taxes
Income tax expense attributable to continuing operations during the three months ended June 30, 2022 and 2021 was $3.6 million and $7.0 million, respectively, representing effective tax rates of 33.3% and 40.0%, respectively.
Income tax expense attributable to continuing operations during the six months ended June 30, 2022 and 2021 was $5.5 million and $8.0 million, respectively, representing effective tax rates of 60.4% and 39.8%, respectively.
The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the three months ended June 30, 2022, was primarily due to $0.4 million of income tax expense for valuation allowances on net operating losses, $0.4 million of foreign rate differential, $0.3 million of state and local taxes, and $0.3 million of tax rate change.
The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the three months ended June 30, 2021, was primarily due to income tax expense on the United Kingdom (“U.K.”) rate change on $2.9 million, foreign rate differential of $1.0 million, non-deductible expenses of $0.7 million, offset by income tax benefit on valuation releases of $1.2 million.
The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the six months ended June 30, 2022, was primarily due to income tax expense of $2.6 million for valuation allowances, mostly recorded on deferred tax assets in China due to declined profitability.
Notes to the Condensed Consolidated Financial Statements (unaudited)
The difference between the U.S. federal income tax rate of 21.0% and GCP’s overall income tax rate for the six months ended June 30, 2021, was due to income tax expense on the U.K. rate change of $2.9 million, foreign rate differential of $1.0 million, and non-deductible expenses of $0.8 million, offset by income tax benefits on valuation releases of $1.2 million.
Repatriation
It is GCP’s practice and intention to permanently reinvest the earnings of its foreign subsidiaries and repatriate earnings only when the tax impact is efficient.
Valuation Allowance
In evaluating GCP’s ability to realize its deferred tax assets, GCP considers all reasonably available positive and negative evidence, including recent earnings experience, expectations of future taxable income and the tax character of that income, the period of time over which temporary differences become deductible and the carryforward and/or carryback periods available to GCP for tax reporting purposes in the related jurisdiction. In estimating future taxable income, GCP relies upon assumptions and estimates about future activities, including the amount of future federal, state and foreign pretax operating income that GCP will generate; the reversal of temporary differences; and the implementation of feasible and prudent tax planning strategies. GCP records a valuation allowance to reduce deferred tax assets to the amount that it believes is more likely than not to be realized.
During the three months ended June 30, 2022, GCP recognized an income tax expense of $0.4 million due to increases on valuation allowances on net operating losses. During the six months ended June 30, 2022, GCP recognized income tax expense of $2.6 million, consisting primarily of $1.9 million valuation allowance on Chinese deferred tax assets, driven mostly by declined profitability. During the three months and six months ended June 30, 2021, GCP recognized income tax benefit of $1.2 million, largely driven by the release of valuation allowances on deferred tax assets in France.
Tax Sharing Agreement
In connection with the legal separation and transfer of W.R. Grace & Co.’s (“Grace”) construction products and packaging technologies businesses to the Company through a dividend distribution of all of the then-outstanding common stock of GCP to Grace shareholders on February 3, 2016 (the “Separation”), GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including a tax matters agreement (the “Tax Sharing Agreement”). Under the Tax Sharing Agreement, GCP and Grace will indemnify and hold each other harmless in accordance with the principles outlined therein. Please refer to Note 13, “Related Party Transactions” for further information on the Tax Sharing Agreement.
7. Retirement Plans
The components of GCP’s net periodic benefit costs are as follows.
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| | Three Months Ended |
| | 2022 | | 2021 |
| | U.S. | | Non-U.S. | | U.S. | | Non-U.S. |
| (in millions) |
| Service cost | | $ | 1.3 | | | $ | 0.2 | | | $ | 1.6 | | | $ | 0.2 | |
| Interest cost | | 1.1 | | | 1.1 | | | 1.2 | | | 0.7 | |
| Expected return on plan assets | | (1.2) | | | (1.0) | | | (1.6) | | | (0.7) | |
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| Amortization of prior service cost | | — | | | 0.1 | | | — | | | 0.1 | |
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| Net periodic benefit cost | | $ | 1.2 | | | $ | 0.4 | | | $ | 1.2 | | | $ | 0.3 | |
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Notes to the Condensed Consolidated Financial Statements (unaudited)
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| Six Months Ended |
| 2022 | | 2021 |
| U.S. | | Non-U.S. | | U.S. | | Non-US |
| |
| Service cost | $ | 2.5 | | | $ | 0.5 | | | $ | 3.1 | | | $ | 0.5 | |
| Interest cost | 2.2 | | | 2.2 | | | 2.4 | | | 1.4 | |
| Expected return on plan assets | (2.3) | | | (2.1) | | | (3.1) | | | (1.5) | |
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| Amortization of prior service cost | — | | | 0.1 | | | — | | | 0.1 | |
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| Net periodic benefit cost | $ | 2.4 | | | $ | 0.7 | | | $ | 2.4 | | | $ | 0.5 | |
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Service cost component of net periodic benefit cost is included in “Selling, general and administrative expenses” and “Cost of goods sold” in the unaudited Condensed Consolidated Statements of Operations. All other components of net periodic benefit costs are presented in “Other expense (income), net” within the unaudited Condensed Consolidated Statements of Operations.
8. Other Balance Sheet Accounts
The following is a summary of inventories. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Raw materials | $ | 73.1 | | | $ | 62.5 | |
| In process | 5.9 | | | 5.5 | |
| Finished products and other | 70.1 | | | 62.7 | |
| | | |
| Total inventories | $ | 149.1 | | | $ | 130.7 | |
The following is a summary of other current assets. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Non-trade receivables | $ | 21.7 | | | $ | 22.5 | |
| Prepaid expenses and other current assets | 12.6 | | | 11.4 | |
| Income taxes receivable | 11.4 | | | 12.0 | |
| | | |
| Total other current assets | $ | 45.7 | | | $ | 45.9 | |
The following is a summary of other assets. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Operating lease right-of-use asset | $ | 45.1 | | | $ | 48.7 | |
| Defined benefit pension plans | 28.1 | | | 31.0 | |
| Deferred income taxes | 7.7 | | | 10.3 | |
| Other assets | 28.4 | | | 27.5 | |
| Total other assets | $ | 109.3 | | | $ | 117.5 | |
Notes to the Condensed Consolidated Financial Statements (unaudited)
The following is a summary of other current liabilities. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Accrued compensation | $ | 18.7 | | | $ | 21.2 | |
| Accrued customer volume rebates | 18.0 | | | 23.6 | |
| Operating lease obligations | 6.8 | | | 7.5 |
| Restructuring liability | 5.8 | | | 12.4 | |
| Accrued interest | 4.0 | | | 4.0 | |
| Income taxes payable | 3.3 | | | 3.3 | |
| Other accrued liabilities | 43.9 | | | 52.9 | |
| Total other current liabilities | $ | 100.5 | | | $ | 124.9 | |
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The following is a summary of other liabilities. | | | | | | | | | | | |
| June 30,
2022 | | December 31,
2021 |
| (in millions) |
| Operating lease obligations | $ | 40.9 | | | $ | 41.9 | |
| Deferred income taxes | 14.4 | | | 15.9 | |
| Other liabilities | 15.3 | | | 14.5 | |
| Total other liabilities | $ | 70.6 | | | $ | 72.3 | |
9. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss, net of tax, is presented below.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Currency Translation Adjustments | | Pension Plans | | Hedging Activities | | Accumulated Other Comprehensive Loss |
| (in millions) |
Balance at March 31, 2022 | | $ | (128.0) | | | $ | (2.9) | | | $ | — | | | $ | (130.9) | |
| Net current-period other comprehensive loss | | (28.5) | | | — | | | 0.1 | | | (28.4) | |
Balance at June 30, 2022 | | $ | (156.5) | | | $ | (2.9) | | | $ | 0.1 | | | $ | (159.3) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Currency Translation Adjustments | | Pension Plans | | Hedging Activities | | Accumulated Other Comprehensive Loss |
| (in millions) |
Balance at December 31, 2021 | | $ | (126.8) | | | $ | (2.7) | | | $ | 0.1 | | | $ | (129.4) | |
| Net current-period other comprehensive loss | | (29.7) | | | (0.2) | | | — | | | (29.9) | |
Balance at June 30, 2022 | | $ | (156.5) | | | $ | (2.9) | | | $ | 0.1 | | | $ | (159.3) | |
Notes to the Condensed Consolidated Financial Statements (unaudited)
10. Stock Incentive Plans
Stock-Based Compensation Accounting
GCP grants restricted stock units (“RSUs”), stock options and performance-based units (“PBUs”) with or without market conditions which vest upon the satisfaction of a performance condition and/or a service condition. During the three and six months ended June 30, 2022, stock-based compensation expense was $0.6 million and $0.8 million, respectively. During the three and six months ended June 30, 2021, stock-based compensation expense was $1.8 million and $3.5 million, respectively. The decrease in stock-based compensation in the three and six months ended June 30, 2022 was due mostly to the accelerated vesting and compensation expense of RSUs held by certain executives at December 2021. During the six months ended June 30, 2021, $0.9 million of the stock-based compensation expense is included in “Restructuring and repositioning expenses” in the Statement of Operations.
At June 30, 2022, total unrecognized compensation expense of $1.5 million was related to stock options with market conditions and $2.9 million to RSU and PBU awards.
Stock Options
Approximately 150,000 options were exercised during the six months ended June 30, 2022 with a weighted average exercise price of $25.56.
RSUs
The following table sets forth the RSU activity for the six months ended June 30, 2022:
| | | | | | | | | | | | |
| RSU Activity | | Number Of
Shares
(in thousands) | | Weighted
Average
Grant Date
Fair Value |
| Outstanding, December 31, 2021 | | 145 | | | $ | 24.67 | |
| | | | |
| Less: RSUs settled | | (35) | | | 23.80 | |
| Less: RSUs forfeited | | (10) | | | 25.81 | |
| Outstanding, June 30, 2022 | | 100 | | | $ | 24.87 | |
| | | | |
| Expected to vest at June 30, 2022 | | 95 | | | $ | 24.86 | |
| | | | |
PBUs
PBUs are performance-based units which are granted by the Company either with or without market conditions and recorded at fair value on the grant date.
The grant date fair value of PBUs without market conditions is determined based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value of PBUs with market conditions based on total shareholder return is determined using a Monte Carlo simulation model.
The following table sets forth the PBU activity for the six months ended June 30, 2022. | | | | | | | | | | | | |
| PBU Activity | | Number Of
Shares
(in thousands) | | Weighted
Average
Grant Date
Fair Value |
| Outstanding, December 31, 2021 | | 270 | | | $ | 26.11 | |
| | | | |
| | | | |
| Less: PBU’s forfeited | | (127) | | | 27.20 | |
| Outstanding, June 30, 2022 | | 143 | | | $ | 25.13 | |
Notes to the Condensed Consolidated Financial Statements (unaudited)
11. Earnings Per Share
The following table sets forth a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended | | | | |
| June 30, | | June 30, | | | | |
| 2022 | | 2021 | | 2022 | | 2021 | | | | |
| (in millions, except per share amounts) | | | | |
| Numerators | | | | | | | | | | | |
| Income from continuing operations attributable to GCP shareholders | $ | 7.2 | | | $ | 10.4 | | | $ | 3.5 | | | $ | 11.9 | | | | | |
| Loss from discontinued operations, net of income taxes | (1.7) | | | (0.2) | | | (2.0) | | | (0.2) | | | | | |
| Net income attributable to GCP shareholders | $ | 5.5 | | | $ | 10.2 | | | $ | 1.5 | | | $ | 11.7 | | | | | |
| Denominators | | | | | | | | | | | |
| Weighted average common shares—basic calculation | 74.0 | | | 73.4 | | | 74.0 | | | 73.2 | | | | | |
| Dilutive effect of employee stock awards | 0.1 | | | 0.2 | | | 0.2 | | | 0.2 | | | | | |
| Weighted average common shares—diluted calculation | 74.1 | | | 73.6 | | | 74.2 | | | 73.4 | | | | | |
| Basic earnings per share: | | | | | | | | | | | |
| Income from continuing operations attributable to GCP shareholders | $ | 0.10 | | | $ | 0.14 | | | $ | 0.05 | | | $ | 0.16 | | | | | |
| Loss from discontinued operations, net of income taxes | (0.03) | | | — | | | (0.03) | | | — | | | | | |
| Net income attributable to GCP shareholders | $ | 0.07 | | | $ | 0.14 | | | $ | 0.02 | | | $ | 0.16 | | | | | |
| Diluted earnings per share: | | | | | | | | | | | |
| Income from continuing operations attributable to GCP shareholders | $ | 0.10 | | | $ | 0.14 | | | $ | 0.05 | | | $ | 0.16 | | | | | |
| Loss from discontinued operations, net of income taxes | (0.03) | | | — | | | (0.03) | | | — | | | | | |
| Net income attributable to GCP shareholders | $ | 0.07 | | | $ | 0.14 | | | $ | 0.02 | | | $ | 0.16 | | | | | |
GCP uses the treasury stock method to compute diluted earnings per share. During the three and six months ended June 30, 2022, 0.1 million and 0.1 million of such anti-dilutive stock awards were excluded from the computation of diluted earnings per share. During the three and six months ended June 30, 2021, 0.6 million and 0.6 million of such anti-dilutive stock awards were excluded from the computation of diluted earnings per share.
12. Commitments and Contingencies
GCP enters into certain purchase commitments and is a party to many contracts containing guarantees and indemnification obligations, as described below.
Financial Assurances
Financial assurances have been established for a variety of purposes, including insurance, environmental and other matters. At June 30, 2022 and December 31, 2021, GCP had gross financial assurances issued and outstanding of $6.0 million and $6.3 million, respectively, which were comprised of standby letters of credit. The letters of credit are related primarily to customer advances and other performance obligations at June 30, 2022 and December 31, 2021. These arrangements guarantee the refund of advance payments received from customers in the event that the product is not delivered or warranty obligations are not fulfilled in accordance with the contract terms. These obligations could be called by the beneficiaries at any time before the expiration date of the particular letter of credit if the Company fails to meet certain contractual requirements.
Notes to the Condensed Consolidated Financial Statements (unaudited)
Environmental Matters
GCP is subject to loss contingencies resulting from extensive and evolving federal, state, local and foreign environmental laws and regulations relating to the generation, storage, handling, discharge, disposition and stewardship of hazardous waste and other materials. GCP recognizes accrued liabilities for anticipated costs associated with response efforts if, based on the results of the assessment, it concluded that a probable liability has been incurred and the cost can be reasonably estimated. At June 30, 2022 and December 31, 2021, GCP did not have any material environmental liabilities.
GCP’s environmental liabilities are reassessed whenever circumstances become better defined or response efforts and their costs can be better estimated. These liabilities are evaluated based on currently available information, including the progress of remedial investigations at each site, the current status of discussions with regulatory authorities regarding the method and extent of remediation at each site, existing technology, prior experience in contaminated site remediation and the apportionment of costs among potentially responsible parties.
Lawsuits and Investigations
From time to time, GCP and its subsidiaries are parties to, or targets of, lawsuits, claims, investigations and proceedings which are managed and defended in the ordinary course of business. While GCP is unable to predict the outcome of such pending matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of such matters will have a material adverse effect on its overall financial condition, results of operations or cash flows.
Henkel AG & Co. KGaA Matters
When GCP completed the sale of its Darex business to Henkel, the Stock and Asset Purchase Agreement with Henkel regarding the sale of Darex (the “Purchase Agreement”) contained obligations for the Company as sellers to indemnify Henkel as buyer for certain matters, such as breaches of representations and warranties, taxes, as well as certain covenants and liabilities.
In March 2021, Henkel filed suit in the United States District Court for the District of Delaware against the Company, seeking indemnification for alleged breaches of representations and warranties under the Purchase Agreement. Henkel was seeking damages of approximately $11 million, which consist of a claim amount of approximately $16 million, net of a contractual deductible of approximately $5 million. In June 2022, the Company settled the suit with Henkel for $2.5 million. Fees incurred by the Company in relation to the defense of these claims are classified as discontinued operations in the accompanying unaudited Condensed Consolidated Statements of Operations.
GCP Brazil Indirect Tax Claim
During 2019, the Superior Judicial Court of Brazil (the “Court”) filed its final ruling in favor of GCP Brasil Industria e Comercio de Produtos Quimicos (“GCP Brazil”) related to a claim as to whether a certain state value-added tax should be included in the calculation of federal gross receipts taxes. The ruling allowed GCP Brazil the right to recover, through offset of federal tax liabilities, amounts collected by the government from May 2012 to September 2017, including interest. In the second quarter ended June 30, 2021, the Court rendered favorable decisions granting GCP Brazil the right to recover the state value-added tax. During the six months ended June 30, 2021, the Company included the recovery of $3.3 million in “Other expenses (income), net” in the unaudited Condensed Consolidated Statements of Operations.
Accounting for Contingencies
Although the outcome of each of the matters discussed above cannot be predicted with certainty, GCP has assessed its risk and has made accounting estimates and disclosures as required under U.S. GAAP.
13. Related Party Transactions
All contracts with related parties are at rates and terms that GCP believes are comparable with those that could be entered into with independent third parties. Subsequent to the Separation, transactions with Grace represent third-party transactions.
Tax Sharing Agreement
In connection with the Separation, GCP and Grace entered into various agreements that govern the relationship between the parties going forward, including the Tax Sharing Agreement. The Tax Sharing Agreement governed the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, as well as other matters regarding taxes. In general, and subject to the terms of the Tax Sharing Agreement, GCP is responsible for all U.S. federal, state and foreign taxes, including
Notes to the Condensed Consolidated Financial Statements (unaudited)
any related interest, penalties or audit adjustments, reportable on a GCP separate return (a return that does not include Grace or any of its subsidiaries). Grace is responsible for all U.S. federal, state and foreign income taxes, including any related interest, penalties or audit adjustments, reportable on a consolidated, combined or unitary return that includes Grace or any of its subsidiaries and GCP or any of its subsidiaries up to the Separation date. At June 30, 2022 and December 31, 2021, GCP has recorded $0.5 million and $0.6 million, respectively, of indemnified receivables in “Other assets” and $1.0 million and $1.0 million, respectively, of indemnified payables in “Other current liabilities” in the unaudited Condensed Consolidated Balance Sheets.
In addition, the Tax Sharing Agreement imposes certain restrictions on GCP and its subsidiaries, including restrictions on share issuances, business combinations, sales of assets and similar transactions, that are designed to preserve the qualification of the Distribution, together with certain related transactions, under Section 355 and certain other relevant provisions of the Code. In the event that the Distribution, together with certain related transactions, does not qualify under Section 355 and certain other relevant provisions of the Code, the Tax Sharing Agreement provides specific rules for allocating tax liabilities. In general, under the Tax Sharing Agreement, each party is expected to be responsible for any taxes imposed on and certain related amounts payable by GCP or Grace that arise from the failure of the Distribution and certain related transactions to qualify under Section 355 and certain other relevant provisions of the Code, to the extent that the failure to qualify as such is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by such party in the Tax Sharing Agreement.
14. Operating Segments
Operating Segment Data
The following table presents information related to GCP’s operating segments. | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in millions) |
| Net Sales | | | | | | | |
| SCC | $ | 158.3 | | | $ | 144.6 | | | $ | 293.9 | | | $ | 268.5 | |
| SBM | 110.1 | | | 108.8 | | | 211.8 | | | 207.7 | |
| Total | $ | 268.4 | | | $ | 253.4 | | | $ | 505.7 | | | $ | 476.2 | |
| Segment Operating Income | | | | | | | |
| SCC | $ | 9.0 | | | $ | 15.3 | | | $ | 10.3 | | | $ | 21.4 | |
| SBM | 17.2 | | | 19.9 | | | 33.0 | | | 39.3 | |
| Total | $ | 26.2 | | | $ | 35.2 | | | $ | 43.3 | | | $ | 60.7 | |
| Restructuring and Repositioning Expenses | | | | | | | |
| SCC | $ | (0.2) | | | $ | 3.4 | | | $ | 2.1 | | | $ | 6.9 | |
| SBM | (0.2) | | | 2.1 | | | (1.4) | | | 4.6 | |
| Corporate | 1.5 | | | 1.5 | | | 3.9 | | | 4.4 | |
| Total | $ | 1.1 | | | $ | 7.0 | | | $ | 4.6 | | | $ | 15.9 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Reconciliation of Operating Segment Data to Financial Statements
Corporate expenses directly related to the operating segments are allocated to the segment’s operating income. GCP excludes from the segments’ operating income certain functional costs, certain impacts of foreign currency exchange, as well as certain corporate costs and other costs included in the table below. GCP also excludes from the segment’s operating income certain ongoing defined benefit pension costs recognized during each reporting period, which include service and interest costs, the effect of expected returns on plan assets and amortization of prior service costs/credits. GCP believes that the exclusion of certain corporate costs and pension costs provides a better indicator of its operating segment performance since such costs are not managed at an operating segment level.
Total segment operating income for the three and six months ended June 30, 2022 and 2021 is reconciled below to “Income from continuing operations before income taxes” presented in the accompanying unaudited Condensed Consolidated Statements of Operations.
Notes to the Condensed Consolidated Financial Statements (unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in millions) |
| Total segment operating income | $ | 26.2 | | | $ | 35.2 | | | $ | 43.3 | | | $ | 60.7 | |
| Corporate costs | (4.7) | | | (6.8) | | | (10.8) | | | (14.0) | |
| Interest expense, net | (5.1) | | | (5.4) | | | (10.5) | | | (10.8) | |
| Merger and other acquisition-related costs | (2.8) | | | (0.4) | | | (5.3) | | | (0.5) | |
| Restructuring and repositioning expenses | (1.1) | | | (7.0) | | | (4.6) | | | (15.9) | |
| Certain pension costs | (1.6) | | | (1.5) | | | (3.1) | | | (2.9) | |
| Currency losses in Turkey | (0.1) | | | — | | | (0.1) | | | — | |
| Gain on sale of product line | — | | | — | | | 0.1 | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income attributable to noncontrolling interests | — | | | 0.1 | | | 0.1 | | | 0.2 | |
| Gain on Brazil tax recoveries | — | | | 3.3 | | | — | | | 3.3 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Income from continuing operations before income taxes | $ | 10.8 | | | $ | 17.5 | | | $ | 9.1 | | | $ | 20.1 | |
Geographic Area Data
The table below presents information related to the geographic areas in which GCP operates. | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| (in millions) |
| Net Sales | | | | | | | |
| United States | $ | 141.6 | | | $ | 123.9 | | | $ | 266.5 | | | $ | 236.0 | |
| Canada and Other | 9.5 | | | 8.2 | | | 16.8 | | | 14.2 | |
| Total North America | 151.1 | | | 132.1 | | | 283.3 | | | 250.2 | |
| Europe Middle East Africa | 50.1 | | | 54.1 | | | 95.9 | | | 98.7 | |
| Asia Pacific | 47.8 | | | 52.6 | | | 89.9 | | | 99.3 | |
| Latin America | 19.4 | | | 14.6 | | | 36.6 | | | 28.0 | |
| Total | $ | 268.4 | | | $ | 253.4 | | | $ | 505.7 | | | $ | 476.2 | |
Sales are attributed to geographic areas based on customer location. With the exception of the U.S. presented in the table above, there were no individually significant countries with sales exceeding 10% of total sales during the three and six months ended June 30, 2022 and 2021.