10-Q 1 wbt-20220331.htm 10-Q wbt-20220331
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UNITED STATES         
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2022
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from               to             

Commission File Number: 1-37548
wbt-20220331_g1.jpg 
Welbilt, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

2227 Welbilt Boulevard
New Port Richey, FL
(Address of principal executive offices)

47-4625716
(I.R.S. Employer
Identification No.)


34655
(Zip Code)

(727) 375-7010
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueWBTNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No
The number of shares outstanding of Welbilt, Inc.'s common stock as of May 5, 2022, the latest practicable date, was 143,180,166.



WELBILT, INC.
Index to Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2022

-2-


PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


WELBILT, INC.
Consolidated Statements of Operations
(In millions, except share and per share data, unaudited)

Three Months Ended March 31,
20222021
Net sales$333.0 $253.3 
Cost of sales223.3 163.3 
Gross profit109.7 90.0 
Selling, general and administrative expenses76.9 72.5 
Amortization expense9.7 10.1 
Restructuring and other expense 0.2 
Earnings from continuing operations23.1 7.2 
Interest expense10.5 10.5 
Other expense — net13.2 2.9 
Loss from continuing operations before income taxes(0.6)(6.2)
Income tax expense (benefit) on continuing operations 0.3 (1.7)
Net loss from continuing operations(0.9)(4.5)
Earnings from discontinued operations, net of income tax expense of $0.7 and $3.5, respectively
3.8 12.4 
Net earnings$2.9 $7.9 
Per share data: 
Diluted
Continuing operations $(0.01)$(0.03)
Discontinued operations$0.03 $0.09 
Net earnings $0.02 $0.06 
Basic
Continuing operations$(0.01)$(0.03)
Discontinued operations$0.03 $0.09 
Net earnings$0.02 $0.06 
Weighted average shares outstanding — Basic143,065,161 141,622,281 
Weighted average shares outstanding — Diluted143,988,763 142,189,112 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
-3-


WELBILT, INC.
Consolidated Statements of Comprehensive Income
(In millions, unaudited)

Three Months Ended March 31,
20222021
Net earnings$2.9 $7.9 
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments3.1 (7.1)
Unrealized loss on derivatives  (0.5)
Employee pension and postretirement benefits1.2 0.4 
Total other comprehensive income (loss), net of tax4.3 (7.2)
Comprehensive income$7.2 $0.7 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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WELBILT, INC.
Consolidated Balance Sheets
(In millions, except share and per share data, unaudited)

March 31,December 31,
20222021
Assets  
Current assets:  
Cash and cash equivalents$108.3 $91.6 
Restricted cash0.5 0.4 
Accounts receivable, less allowance of $6.0 and $6.2, respectively
184.5 185.3 
Inventories — net289.9 244.7 
Prepaids and other current assets75.0 55.8 
Current assets of discontinued operations 552.8 555.0 
Total current assets1,211.0 1,132.8 
Property, plant and equipment — net112.6 113.0 
Operating lease right-of-use assets31.9 34.0 
Goodwill548.9 551.3 
Other intangible assets — net407.6 420.8 
Other non-current assets25.9 25.7 
Total assets$2,337.9 $2,277.6 
Liabilities and equity
Current liabilities: 
Trade accounts payable$128.4 $104.4 
Accrued expenses and other liabilities146.8 170.5 
Current portion of long-term debt and finance leases0.7 0.9 
Product warranties26.6 24.7 
Current liabilities of discontinued operations76.7 93.5 
Total current liabilities379.2 394.0 
Long-term debt and finance leases1,459.0 1,388.0 
Deferred income taxes63.6 64.2 
Pension and postretirement health liabilities 21.1 21.7 
Operating lease liabilities24.6 26.3 
Other long-term liabilities21.2 25.0 
Total non-current liabilities1,589.5 1,525.2 
Commitments and contingencies (Note 12)
Total equity:  
Common stock ($0.01 par value, 300,000,000 shares authorized, 143,175,392 shares and 142,961,244 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively)
1.4 1.4 
Additional paid-in capital (deficit)(1.8)(5.4)
Retained earnings389.9 387.0 
Accumulated other comprehensive loss(20.3)(24.6)
Total equity 369.2 358.4 
Total liabilities and equity$2,337.9 $2,277.6 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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WELBILT, INC.
Consolidated Statements of Cash Flows
(In millions, unaudited)

Three Months Ended March 31,
20222021
Cash flows from operating activities of continuing operations  
Net earnings$2.9 $7.9 
Earnings from discontinued operations, net of income taxes of $0.7 and $3.5, respectively
3.8 12.4 
Net loss from continuing operations$(0.9)$(4.5)
Adjustments to reconcile net earnings from continuing operations to cash provided by (used in) operating activities:
Depreciation expense5.1 4.6 
Amortization of intangible assets9.9 10.7 
Amortization of deferred financing fees0.2 0.2 
Deferred income taxes(0.4)(0.2)
Stock-based compensation expense2.9 3.2 
Changes in operating assets and liabilities:
Accounts receivable(0.7)(6.8)
Inventories(46.3)(20.8)
Other assets(14.5)2.4 
Trade accounts payable23.4 15.0 
Other current and long-term liabilities(28.6)(24.2)
Net cash used in operating activities of continuing operations(49.9)(20.4)
Cash flows from investing activities of continuing operations  
Capital expenditures(3.1)(4.0)
Net cash used in investing activities of continuing operations(3.1)(4.0)
Cash flows from financing activities of continuing operations  
Proceeds from long-term debt80.3 58.0 
Repayments on long-term debt and finance leases(10.5)(21.3)
Exercises of stock options 0.8 0.5 
Payments on tax withholdings for equity awards  (0.1)
Net cash provided by financing activities of continuing operations70.6 37.1 
Cash flows from discontinued operations
Cash used in (provided by) operating activities(11.3)4.0 
Cash used in investing activities(0.8)(0.7)
Cash provided by (used in) financing activities  
Net cash (used in) provided by discontinued operations(12.1)3.3 
Effect of exchange rate changes on cash(0.8)(0.6)
Net increase in cash and cash equivalents and restricted cash4.7 15.4 
Balance at beginning of period134.7 125.4 
Balance at end of period139.4 140.8 
Balance at end of period - discontinued operations30.6 46.7 
Balance at end of period - continuing operations$108.8 $94.1 

(Continued)

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WELBILT, INC.
Consolidated Statements of Cash Flows (Continued)
(In millions, unaudited)

Three Months Ended March 31,
20222021
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds$6.5 $5.3 
Cash paid for interest$20.4 $27.6 
Supplemental disclosures of non-cash activities:
Non-cash financing activity: Lease liabilities and assets obtained through leasing arrangements and reassessments and modifications of right-of-use assets $ $1.6 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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WELBILT, INC.
Consolidated Statements of Equity
(In millions, except share data, unaudited)

SharesCommon StockAdditional Paid-In Capital (Deficit)Retained EarningsAccumulated Other Comprehensive Loss Total Equity
Balance as of December 31, 2021142,961,244 1429612441.4 1409350$(5.4)$387.0 $(24.6)$358.4 
Net earnings— — — 2.9 — 2.9 
Issuance of common stock, stock-based compensation plans214,148 — 0.7 — — 0.7 
Stock-based compensation expense— — 2.9 — — 2.9 
Other comprehensive income— — — — 4.3 4.3 
Balance as of March 31, 2022143,175,392 1.4 $(1.8)$389.9 $(20.3)$369.2 

SharesCommon StockAdditional Paid-In Capital (Deficit)Retained EarningsAccumulated Other Comprehensive Loss Total Equity
Balance as of December 31, 2020141,557,236 1.4 $(25.6)$316.7 $(19.5)$273.0 
Net earnings— — — 7.9 — 7.9 
Issuance of common stock, stock-based compensation plans123,400 — 0.7 — — 0.7 
Stock-based compensation expense— — 3.2 — — 3.2 
Other comprehensive loss— — — — (7.2)(7.2)
Balance as of March 31, 2021141,680,636 1.4 $(21.7)$324.6 $(26.7)$277.6 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

-8-


WELBILT, INC.
Notes to Unaudited Consolidated Financial Statements

1. Business and Organization

Welbilt, Inc. ("Welbilt" or the "Company") is one of the world’s leading commercial foodservice equipment companies leveraging a full suite of equipment capable of storing, cooking, holding, displaying, dispensing and serving in both hot and cold foodservice categories. The Company is headquartered in New Port Richey, Florida, and operates 19 manufacturing facilities globally. The Company designs, manufactures and supplies best-in-class equipment for the global commercial foodservice market, consisting of commercial and institutional foodservice operators represented by full-service restaurants, quick-service restaurant chains, hotels, resorts, cruise ships, caterers, supermarkets, convenience stores, hospitals, schools and other institutions. The Company sells its products through a global network of over 5,000 distributors, dealers, buying groups and manufacturers' representatives.

Welbilt was incorporated in Delaware in 2015 and became publicly traded in March 2016 under the New York Stock Exchange ("NYSE") ticker symbol "MFS" after the Company completed its spin-off from The Manitowoc Company, Inc. ("MTW") (the "Spin-Off"). On March 6, 2017, shares of the Company commenced trading under a new NYSE ticker symbol, "WBT", when the Company effected its name change from "Manitowoc Foodservice, Inc." to "Welbilt, Inc."

The Company manages its business in three geographic business segments: Americas, EMEA and APAC. The Americas segment includes the United States ("U.S."), Canada and Latin America. The EMEA segment consists of markets in Europe, including Middle East, Russia, Africa and the Commonwealth of Independent States. The APAC segment consists primarily of markets in China, India, Australia, South Korea, Singapore, Philippines, Japan, Indonesia, Malaysia, Thailand, Hong Kong, Taiwan, New Zealand and Vietnam.

Merger with Ali Holding S.r.l.

On July 14, 2021, the Company and Ali Holding S.r.l. (“Ali Group”), a significant and diversified global foodservice equipment manufacturer and distributor, entered into a merger agreement under which Ali Group will acquire the Company in an all-cash transaction for $24.00 per share, or approximately $3.5 billion in aggregate equity value and $4.8 billion in enterprise value. The merger agreement has been unanimously approved by the Company's board of directors and on September 30, 2021, was subsequently approved by the Company's stockholders.

In accordance with the terms of the merger agreement and immediately prior to the merger:

(i)     all of the Company's outstanding and unvested common stock options and restricted stock units will become vested and exchanged for the right to receive cash equal to the $24.00 per share consideration (less the exercise per share of common stock for the common stock options), and
(ii)    all of the Company's outstanding performance share units will also be exchanged, as determined assuming the maximum level of performance is achieved, for the right to receive cash equal to the $24.00 per share consideration,

Upon completion of the transaction, the Company's shares will no longer trade on The New York Stock Exchange.

The Ali Group merger agreement provides that the Company may be required to pay Ali Group a termination fee equal to $110.0 million if the merger agreement is terminated:

(a)     by Ali Group due to a breach of a covenant or agreement by the Company that causes the failure of a condition to closing, or
(b)     by either party if the Merger has not been consummated prior to July 14, 2022 (subject to extension if certain approvals have not been obtained by such date) or

if, in the case of clauses (a) or (b), an alternative proposal has been publicly disclosed, announced or otherwise made public and
has not been withdrawn and within twelve months of such termination the Company enters into a definitive agreement with respect
to, or consummates, an alternative proposal.

In conjunction with obtaining regulatory approval for the closing of the merger agreement, Welbilt and the Ali Group made the decision to divest of the Company's Manitowoc Ice brand business ("Ice Business") and on March 3, 2022, Welbilt entered into a definitive agreement to sell the Ice Business to Pentair plc for approximately $1.6 billion in cash, subject to customary post-closing adjustments. The completion of the sale of the Ice Business is subject to the satisfaction or waiver of customary closing conditions, including (i) receipt of applicable regulatory approvals, and (ii) the substantially concurrent closing of the merger agreement with Ali Group discussed above.

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Welbilt expects to receive regulatory approval for the sale of Welbilt to Ali Group from the United States, United Kingdom, and European Union prior to closing the sale of the Ice Business to Pentair plc. and subsequently close both the merger agreement with Ali Group and the sale of the Ice Business to Pentair plc concurrently. The Company currently expects to receive the necessary approvals and complete these transactions in the second or third quarter of 2022.

See further discussion in Note 2. Basis of Presentation and Summary of Significant Accounting Policies and Note 3. Discontinued Operations related to the presentation of the Ice Business in the accompanying financial statements for all periods presented.


2. Basis of Presentation and Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements include the accounts of Welbilt and its wholly-owned subsidiaries and have been prepared by the Company, pursuant to the rules and regulations of the SEC. The Company prepares its financial statements in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"). All intercompany balances and transactions between the Company and its affiliates have been eliminated in consolidation.

In accordance with applicable accounting guidance, the assets and liabilities to be included in the divestiture of the Ice Business have been presented as "Current assets of discontinued operations" and "Current liabilities of discontinued operations" in the Consolidated Statements of Financial Position as of both March 31, 2022 and December 31, 2021, as the sale of the Ice Business is currently expected to close in the second or third quarter first half of 2022. In addition, the result of operations of the Ice Business are presented as "Earnings from discontinued operations, net of income taxes" in the Consolidated Statements of Operations as of both March 31, 2022 and 2021, respectively. All such amounts have been excluded from both continuing operations and segment results for all periods presented. The Consolidated Statements of Cash Flows are presented on a consolidated basis and include both continuing operations and discontinued operations.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include inventory obsolescence costs, fair value of goodwill and indefinite lived intangible assets, warranty costs, product liability costs, employee benefit programs, sales rebates and the measurement of income tax assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

On November 5th, 2021, the Occupational Safety and Health Administration announced an emergency temporary standard mandating the COVID-19 vaccine or weekly testing for most U.S. employees, which includes the Company's employees. That standard was struck down by the U.S. Supreme Court on January 13, 2022 and is currently stayed. However, the Biden Administration has indicated that it may seek to impose alternative vaccine mandates and other governmental authorities have imposed more targeted vaccine and testing orders and regulations, and may continue to do so in the future. If a mandate is ultimately issued and implemented in some form, the Company expects there would be further disruptions to its operations, such as inability to maintain adequate staffing at the Company's facilities, difficulties in replacing disqualified employees with temporary employees or new hires, increased costs and diminished availability of raw materials and component parts, and increased compliance burdens, including financial costs, diversion of administrative resources, and increased downtimes to accommodate for any required ongoing COVID-19 testing, which would result in delays in the manufacturing process, negatively impact the Company's future sales levels and ongoing customer relationships.

The ongoing COVID-19 pandemic has created and may continue to create significant uncertainty in the macroeconomic environment which, in addition to other unforeseen effects of this pandemic, may adversely impact the Company's future operating results. As a result, many of the Company's estimates and assumptions may require increased judgment and involve a higher degree of variability and volatility. As the impacts of the pandemic continue and additional information becomes available, these estimates may change materially in future periods. In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations and comprehensive income (loss) for the three months ended March 31, 2022 and 2021, the financial position as of March 31, 2022 and December 31, 2021 and the cash flows for the three months ended March 31, 2022 and 2021, and except as otherwise discussed herein, such adjustments consist only of those of a normal recurring nature. The interim results are not necessarily indicative of results that may be achieved in a full reporting year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the SEC rules and regulations governing interim financial statements. However, the Company believes that the disclosures made in the unaudited consolidated financial statements and related notes are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

All dollar amounts, except share and per share amounts, are in millions of dollars unless otherwise indicated.

-10-


Government Assistance

The Company's policy for government assistance is to recognize the assistance when there is reasonable assurance that the Company has met the substantive conditions of and requirements for receiving the assistance. The government assistance is recorded as a reduction to the related expense to which the assistance relates. Beginning in the second quarter of 2020, as a result of the COVID-19 pandemic, governments in various jurisdictions in which the Company operates have provided financial assistance designed to offset salary expenditures associated with companies maintaining their pre-pandemic employee headcount levels. Beginning in 2022, there was no further government assistance available in any of the jurisdictions in which the Company operates.

For the three months ended March 31, 2021, the Company met the requirements to receive $1.8 million of government assistance in the form of cash, cost abatements and retention credits. As of March 31, 2022 and December 31, 2021, the Company had receivables of $1.5 million and $3.2 million related to government assistance.

Government assistance received during the quarter ended March 31, 2021 has been reflected as a reduction to the related expense for which the assistance relates as follows:
(in millions)Three Months Ended
3/31/2021
Reduction to related expense(1):
Cost of sales$0.4 
Selling, general and administrative expenses0.8 
Total$1.2 
(1) As of March 31, 2021, $0.6 million of government assistance was included as a reduction in capitalized labor, and is included as a component of "Inventories — net". This portion of government assistance was be recognized as a reduction to "Cost of sales" when the associated inventory is sold.

Recently Adopted Accounting Pronouncements

There were no recently adopted accounting pronouncements which would have a material effect on the Company’s financial condition, results of operations and cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently issued accounting guidance not discussed above is not applicable, did not have, or is not expected to have a material impact on the Company.

3. Discontinued Operations

As discussed above, in conjunction with obtaining regulatory approval for the closing of the merger agreement, Welbilt and the Ali Group made the decision to divest of the Ice Business and on March 3, 2022, Welbilt entered into a definitive agreement to sell the Ice Business to Pentair plc for approximately $1.6 billion in cash, subject to customary post-closing adjustments.

The following table presents the financial results of the Ice Business, presented as "Earnings from discontinued operations, net of income taxes" in the Company's Consolidated Statements of Operations (in millions):
Three Months Ended March 31,
20222021
Net sales$74.7 $63.5 
Cost of sales49.6 35.6 
Gross profit25.1 27.9 
Selling, general and administrative expenses4.5 3.7 
Transaction expenses (1)
8.3  
Earnings from discontinued operations 12.3 24.2 
Interest expense 7.8 8.3 
Earnings from discontinued operations before income taxes4.5 15.9 
Income tax expense 0.7 3.5 
Earnings from discontinued operations, net of income taxes $3.8 $12.4 
(1) Transaction expenses included as a component of the Company's "Earnings from discontinued operations, net of income taxes" consist of
transaction bonuses for the Company's management involved in the divestiture of the Ice Business and third-party professional services incurred in
connection with the pending sale of the Ice Business.

The Ice Business operates in all three of the Company's geographic segments, the Americas , EMEA and APAC. For the quarter ended March 31, 2022, net sales as a percentage of the total Ice Business net sales were approximately 88%, 4%, and 8%, respectively, in the Americas, EMEA and APAC segments. For the quarter ended March 31, 2021, net sales as a percentage of the total Ice Business net sales were approximately 84%, 6% and 10%, respectively, in the Americas, EMEA and APAC segments.

In accordance with the applicable accounting guidance, selling, general and administrative expenses included as a component of "Earnings from discontinued operations, net of income taxes" includes the direct operating expenses of the Ice Business which the Company will not incur subsequent to the divestiture of the Ice Business and excludes the allocation of various shared functions, including sales, finance, information technology, factory overhead, management fees and other corporate overhead expenses.

In addition, the Company has included the interest expense incurred on borrowings outstanding under the Company's Senior Secured Credit Facility as a component of "Earnings from discontinued operations, net of income taxes", as the Senior Secured Credit Facility agreement contains provisions which requires these borrowings to be repaid in conjunction with the divestiture of the Ice Business.

The classification of the assets and liabilities of the Ice Business in the accompanying Consolidated Balance Sheet was determined based on the expected timing of the closing of the sale of the Ice Business. The carrying value of the Ice Business assets and liabilities as of March 31, 2022 and December 31, 2021 consist of the following (in millions):

March 31,December 31,
20222021
 Assets  
Cash and cash equivalents$30.6 $42.6 
Restricted cash 0.1 
Accounts receivable - net 40.9 35.2 
Inventories — net54.2 49.7 
Prepaids and other assets9.8 9.6 
     Property, plant and equipment — net22.0 22.6 
     Operating lease right-of-use assets10.3 10.2 
     Goodwill385.0 385.0 
Total assets $552.8 $555.0 
Liabilities
Trade accounts payable$18.1 $26.2 
Accrued expenses and other liabilities38.3 46.4 
Product warranties11.3 11.9 
     Operating lease liabilities9.0 9.0 
Total liabilities $76.7 $93.5 

As of March 31, 2022 and December 31, 2021, amounts above exclude a net payable of $5.6 million and $15.5 million, respectively, which are due to other entities within the Company. Such amounts are required to be settled in cash prior to the closing of the Ice Business divestiture.
4. Inventories — Net

The components of "Inventories — net" are as follows:

(in millions)March 31,December 31,
20222021
Inventories — net:  
Raw materials$130.3 $127.7 
Work-in-process19.7 17.0 
Finished goods139.9 100.0 
Total inventories — net$289.9 $244.7 

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5. Property, Plant and Equipment — Net

The components of "Property, plant and equipment — net" are as follows:

(in millions)March 31,December 31,
20222021
Property, plant and equipment — net:
Land$9.6 $9.6 
Building and improvements80.6 80.2 
Machinery, equipment and tooling183.2 179.3 
Furniture and fixtures7.0 7.0 
Computer hardware and software for internal use64.1 62.5 
Construction in progress8.8 9.8 
Total cost353.3 348.4 
Less accumulated depreciation(240.7)(235.4)
Total property, plant and equipment — net$112.6 $113.0 

6. Goodwill and Other Intangible Assets — Net

The Company's annual impairment tests of goodwill and intangible assets with indefinite lives are performed as of June 30th of each fiscal year and whenever a triggering event occurs between annual impairment tests. The Company's trademarks and tradenames are classified as indefinite-lived intangible assets as there are no regulatory, contractual, competitive, economic or other factors which limit the useful lives of these intangible assets. The indefinite-lived intangible asset impairment test is performed at the Company's unit of account level, which is the Americas, EMEA and APAC. The goodwill impairment test is performed for the Company's reporting units, which are the Americas, EMEA and APAC.
The changes in the carrying amount of goodwill by geographic business segment are as follows:
(in millions)AmericasEMEAAPACTotal
Goodwill balance at December 31, 2021 (1)
$489.6 $49.4 $12.3 $551.3 
Foreign currency impact(0.1)(2.3) (2.4)
Goodwill balance at March 31, 2022$489.5 $47.1 $12.3 $548.9 
(1)
Goodwill is net of accumulated impairment losses of $515.7 million: $312.2 million recorded for the Americas and $203.5 million recorded for EMEA, both of which were recorded prior to December 31, 2021.

The gross carrying amounts, impairment charges and accumulated amortization of the Company's intangible assets, other than goodwill, are as follows:

(in millions)March 31, 2022December 31, 2021
Gross
Carrying
Amount
Accumulated
Amortization
Amount
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Amount
Net
Book
Value
Customer relationships$473.6 $(303.0)$170.6 $475.1 $(297.0)$178.1 
Trademarks and trade names205.0 — 205.0 206.9 — 206.9 
Other intangibles169.2 (140.4)28.8 170.6 (138.1)32.5 
Patents5.8 (2.6)3.2 5.8 (2.5)3.3 
Total$853.6 $(446.0)$407.6 $858.4 $(437.6)$420.8 

As of March 31, 2022, trademarks and trade names by business segment are: $130.6 million in the Americas, $67.0 million in EMEA and $7.4 million in APAC. As of December 31, 2021, trademarks and trade names by business segment are: $130.6 million in the Americas, $68.9 million in EMEA and $7.4 million in APAC.

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7. Accrued Expenses and Other Liabilities

The components of "Accrued expenses and other liabilities" are as follows:

(in millions)March 31,December 31,
20222021
Accrued expenses and other liabilities:
Miscellaneous accrued expenses$30.3 $26.1 
Employee related expenses42.8 49.0 
Accrued rebates and commissions33.3 44.1 
Current portion of operating lease liabilities8.3 8.6 
Interest payable5.7 15.9 
Customer deposits8.4 8.8 
Non-income tax payables 4.3 4.4 
Restructuring liabilities1.5 1.7 
Deferred revenues 5.4 4.2 
Pension and postretirement health liabilities2.1 2.1 
Income and other taxes payable4.7 5.6 
Total accrued expenses and other liabilities$146.8 $170.5 

8. Income Taxes

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020, and includes many measures intended to assist companies during the COVID-19 pandemic, including temporary changes to income and non-income-based tax laws, some of which were enacted under the Tax Cuts and Jobs Act ("Tax Act") in 2017. As a result of the Tax Act and the CARES Act, additional legislative and regulatory guidance has been and will likely continue to be issued, including final regulations that could impact the Company's effective tax rate in future periods.

For the three months ended March 31, 2022, the Company recorded a $0.3 million income tax expense, reflecting a (50.0)% effective tax rate, compared to a $1.7 million income tax benefit for the three months ended March 31, 2021, reflecting a 27.4% effective tax rate. The change in the effective tax rate for the three months ended March 31, 2022, compared to the same period of the prior year, is primarily due to the increase in non-deductible transaction related costs, repatriation of foreign earnings, Company's decrease in loss from continuing operations before income taxes and the relative weighting of jurisdictional income and loss, which was partially offset by the deferred taxes related to stock compensation. For the three months ended March 31, 2022, the income tax provision includes a net discrete tax expense of $0.4 million primarily related to repatriation of foreign earnings and changes in deferred taxes related to stock compensation, as compared to the income tax benefit for the three months ended March 31, 2021, which includes a net discrete benefit of $0.3 million primarily related to changes for income tax returns filed, and the changes in deferred taxes related to stock compensation and repatriation of foreign earnings.

The Company’s effective tax rate for the three months ended March 31, 2022, varies from the 21.0% U.S. federal statutory rate primarily due to net discrete tax items, transaction related costs, and taxes on foreign income. The Company’s effective tax rate for the three months ended March 31, 2021 varies from the 21.0% U.S. federal statutory rate primarily due to net discrete tax items, and taxes on foreign income. Foreign earnings are generated from operations in all of the Company's three geographic segments, Americas, EMEA and APAC.

As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view regarding the future realization of deferred tax assets. The Company will continue to evaluate its valuation allowance requirements, including the U.S. interest expense limitation of the Tax Act. As of March 31, 2022, the Company has determined that a valuation allowance is not required for the deferred tax asset associated with U.S. interest expense. The Company may adjust its deferred tax asset valuation allowances based on possible sources of taxable income that may be available to realize a tax benefit for deferred tax assets. As facts and circumstances change, the Company may also adjust its deferred tax asset valuation allowances accordingly. Such changes in the deferred tax asset valuation allowances would be reflected in current operations through the Company’s income tax provision (benefit) and could have a material effect on the Company’s operating results for the respective period.

The Company's unrecognized tax benefits, including interest and penalties were $9.6 million as of both March 31, 2022, and December 31, 2021. During the next twelve months, it is reasonably possible that unrecognized tax benefits could change in the range of $0.2 million to $1.5 million due to the expiration of relevant statutes of limitations and federal, state and foreign tax audit resolutions. In addition, as of March 31, 2022, and December 31, 2021, the Company's Consolidated Balance Sheets includes $30.3 million and $25.6 million, respectively, of income tax receivables, classified within "Prepaids and other current assets."

The Company files tax returns in multiple jurisdictions and is subject to examination by taxing authorities globally. The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its income tax reserves.

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As of March 31, 2022, the Company believes that it is more-likely-than-not that the tax positions it has taken will be sustained upon the resolution of its audits, resulting in no material impact on its consolidated financial position, results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company's estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties and/or interest assessments.

The Company is currently under audit by the tax authorities in Germany for the years 2015 through 2018 and in the U.S. for the 2017 and 2018 federal income tax returns and various other state income tax and jurisdictional audits. The Company's separate federal and state tax returns for tax years 2017 through 2020, and 2016 through 2020, respectively, remain subject to examination by U.S. federal and various state taxing authorities. Generally, the tax years 2016 through 2020 remain subject to examination in Canada, tax years 2015 through 2020 remain subject to examination in Germany, and tax years 2011 through 2020 remain subject to examination in China.

As of March 31, 2022, the Company intends to continue reinvesting foreign earnings indefinitely outside of the U.S. with certain limited exceptions and has not recorded a deferred tax liability for U.S. state income taxes, foreign withholding or other foreign income taxes that would be due if cash is repatriated to the U.S. The Company considers its foreign earnings to be permanently reinvested or may be remitted substantially free of any additional income or withholding taxes, with the exception of the Company's intent for repatriation of the foreign earnings of certain legal entities within the EMEA and APAC regions, for which such foreign earnings have been previously taxed. While the Company does not anticipate a need to repatriate funds to the U.S. to satisfy domestic liquidity needs, management reviews cash positions regularly and, to the extent it is determined that additional foreign earnings will not remain indefinitely reinvested, the Company will record a liability for the additional taxes, if applicable, including foreign withholding taxes and U.S. state income taxes. Further, the determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable.

9. Debt

The carrying value of the Company's outstanding debt consists of the following:

(in millions, except percentage data)March 31, 2022December 31, 2021
Carrying ValueWeighted Average Interest RateCarrying ValueWeighted Average Interest Rate
Long-term debt and finance leases:
Revolving Credit Facility$190.0 3.79 %$120.0 4.50 %
Term Loan B Facility855.0 2.98 %855.0 2.93 %
9.50% Senior Notes due 2024
425.0 9.72 %425.0 9.76 %
Finance leases1.4 4.03 %1.6 4.42 %
Total debt and finance leases, including current portion1,471.4 1,401.6 
Less current portion:
Finance leases(0.7)(0.9)
Unamortized debt issuance costs (1)
(11.9)(12.9)
Hedge accounting fair value adjustment (2)
0.2 0.2 
Total long-term debt and finance leases$1,459.0 $1,388.0 

(1)
Total debt issuance costs, net of amortization as of March 31, 2022 and December 31, 2021, were $13.9 million and $15.3 million, respectively, of which $2.0 million and $2.4 million, respectively, are related to the Revolving Credit Facility and recorded in "Other non-current assets" in the Consolidated Balance Sheets.
(2) Balance represents deferred gains from the terminations of interest rate swaps designated as fair value hedges.

In March 2016, the Company entered into a credit agreement, as amended, restated, supplemented or otherwise modified from time to time (the "2016 Credit Agreement") for a $1,300.0 million Senior Secured Credit Facility (the "Senior Secured Credit Facility") consisting of (i) a senior secured Term Loan B facility in an aggregate principal amount of $900.0 million (the "Term Loan B Facility") and (ii) a senior secured revolving credit facility in an aggregate principal amount of $400.0 million (the "Revolving Credit Facility"). The 2016 Credit Agreement also provides for a (i) sublimit for the issuance of letters of credit under the revolving commitments up to $30.0 million and (ii) aggregate principal amount of allowed incremental revolving or term loan facilities thereunder in an amount not to exceed the sum of (a) $275.0 million plus (b) an additional amount, as long as after giving effect to the incurrence of such additional amount, the proforma secured leverage ratio does not exceed 3.75:1.00. The maturity of the Term Loan B Facility and Revolving Credit Facility is October 2025 and October 2023, respectively. Each of the terms above were applicable with the latest amendment completed in April 2020, as further discussed below.

The 2016 Credit Agreement contains financial covenants including, but not limited to (a) a Consolidated Interest Coverage Ratio, which measures the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, and (b) a Consolidated Total Leverage Ratio, which
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measures the ratio of (i) Consolidated Indebtedness to (ii) Consolidated EBITDA for the most recent four fiscal quarters, in each case, as defined in the 2016 Credit Agreement.

In April 2020, the Company entered into Amendment No. 7 (“Amendment No. 7”) to the 2016 Credit Agreement, to amend the financial covenants of the Revolving Credit Facility to prevent non-compliance with these financial covenants for the quarter ended June 30, 2020 resulting from the impact of the COVID-19 pandemic on the commercial foodservice industry and the resulting decrease in demand for the Company's products.

In October 2021, the Company entered into a Suspension of Rights Agreement to the 2016 Credit Agreement, effective December 31, 2021, which: (i) suspends the Company's ability to execute non-USD currency draws under the Revolving Facility, (ii) requires all outstanding non-USD currency loans to be repaid on or before December 31, 2021 and (iii) eliminates the option to select an interest period of 2 months for any borrowings in USD without the lenders' consent. The Company does not expect that the execution of this agreement will have a material impact on the Company's future liquidity or consolidated results of operations.

As of March 31, 2022, the Company had $6.7 million in outstanding stand-by letters of credit and $203.3 million available for additional borrowings under the Revolving Credit Facility, to the extent the Company's compliance with financial covenants permits such borrowings. As of March 31, 2022, the Company also had $1.0 million in other outstanding letters of credit or guarantees of payment to certain third-parties in accordance with commercial terms and conditions which did not reduce the amount available for additional borrowings under the Revolving Credit Facility.

As of March 31, 2022, the Company was in compliance with all affirmative and negative covenants, including any financial covenants, pertaining to its financing arrangements. The Company continually monitors its compliance with the covenants in its Revolving Credit Facility, and in doing so has made estimates of the negative impact of the COVID-19 pandemic, supply chain disturbances and shipping and logistics delays on its financial position, results of operations and cash flows. The Company believes it will remain in compliance with all such covenants for the next 12 months; however, due to the inherent uncertainty of the severity and duration of the COVID-19 pandemic, supply chain disturbances and shipping and logistics delays and resulting impact on the Company's business, management's estimates of the achievement of its financial covenants may change in the future.

10. Derivative Financial Instruments

The Company's risk management objective is to ensure that business exposures to risks that have been identified and measured and are capable of being controlled are minimized or managed using what the Company believes to be the most effective and efficient methods to eliminate, reduce or transfer such exposures. Operating decisions consider these associated risks and the Company structures transactions to minimize or manage these risks whenever possible.

The primary risks the Company manages using derivative instruments are interest rate risk, commodity price risk and foreign currency exchange risk. The Company has historically entered into interest rate swap agreements to manage interest rate risk associated with the Company’s fixed and floating-rate borrowings. The Company has also historically entered into cross-currency interest rate swaps to protect the value of the Company’s investments in its foreign subsidiaries and has entered into swap contracts on various commodities are used to manage the price risk associated with forecasted purchases of materials used in the Company's manufacturing process. The Company may also enter into various foreign currency derivative instruments to manage foreign currency risk associated with its projected purchases and sales and foreign currency denominated receivable and payable balances.

The Company recognizes all derivative instruments as either assets or liabilities at fair value in the Consolidated Balance Sheets. Commodity swaps and foreign currency exchange contracts are designated as cash flow hedges of forecasted purchases of commodities and currencies, certain interest rate swaps are designated as cash flow hedges of floating-rate borrowings, and the remainder of the instruments are designated as fair value hedges of fixed-rate borrowings and a cross-currency interest rate swap as a hedge of net investments in its foreign subsidiaries.

Cash flow hedging strategy

For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Loss ("AOCI") in the Company's Consolidated Balance Sheets and is subsequently reclassified into earnings in the periods in which the hedged transaction affects earnings. The Company does not expect any unrealized losses, net of tax, related to currency rate and commodity price hedging to be reclassified from AOCI into earnings during the next twelve months. Foreign currency and commodity hedging, prior to de-designation, is generally completed prospectively on a rolling basis for 15 and 36 months, respectively, depending on the type of risk being hedged.

As of March 31, 2022, the Company had no outstanding currency forward contacts which were entered into as hedges of forecasted transactions and continue to qualify for hedge accounting. As of December 31, 2021, there were currency forward contracts totaling 3.8 million Canadian dollars outstanding, which were entered into as hedges of forecasted transactions and continued to qualify for hedge accounting.

The effects of the Company's derivative instruments on the Consolidated Statements of Comprehensive Income and Consolidated Statements of Operations for gains or losses initially recognized in AOCI in the Consolidated Balance Sheets were as follows:

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Derivatives in cash flow hedging relationships Pretax gain/(loss) recognized in AOCIPretax gain/(loss) reclassified from AOCI into income
(in millions)Three Months Ended March 31,LocationThree Months Ended March 31,
2022202120222021
Foreign currency exchange contracts$ $(0.2)Cost of sales$ $0.4 

Fair value hedging strategy

For derivative instruments that qualify and are designated as a fair value hedge (i.e. hedging the exposure to changes in the fair value of an asset or a liability or an identified portion thereof that is attributable to a particular risk), the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in the same line item associated with the hedged item in the Company's Consolidated Statements of Operations.

Effect of Fair Value and Cash Flow Derivative Instruments on Consolidated Statements of Operations

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations:
(in millions)Location and amount of gain/(loss) recognized on effect of fair value and cash flow derivative instruments
Three Months EndedThree Months Ended
March 31, 2022March 31, 2021
Cost of SalesInterest ExpenseCost of SalesInterest Expense
Total amounts of expense line items presented in the Consolidated Statements of Operations in which effects of fair value and cash flow hedges are recorded$223.3 $10.5 $163.3 $10.5 
The effects of fair value and cash flow hedging:
Gain/(loss) on cash flow hedging relationships:
Foreign currency exchange contracts:
Amount of gain/(loss) reclassified from AOCI into income$ $ $0.4 $ 

Hedge of net investment in foreign operations strategy

The Company had no derivative instruments which qualified and were designated as a hedge of a net investment in a foreign currency outstanding as of either March 31, 2022 or December 31, 2021.

Derivatives Not Designated as Hedging Instruments

The Company enters into commodity and foreign currency exchange contracts that are not designated as hedge relationships to offset, in part, the impact of certain intercompany transactions and to further mitigate certain other short-term commodity and currency impacts, as identified. For derivative instruments that are not designated as hedging instruments, the gains or losses on the derivatives are recognized in current earnings within "Other expense — net" in the Consolidated Statements of Operations.

The Company had no outstanding commodity contracts which were not designated as hedging instruments as of either March 31, 2022 or December 31, 2021.

As of March 31, 2022, the Company had no outstanding currency forward contracts that were not designated as hedging instruments. As of December 31, 2021, the Company had currency forward contracts totaling 1.8 million Canadian dollars that were not designated as hedging instruments. The fair value of these currency forward contracts was $0.1 million as of December 31, 2021 and is included in "Prepaids and other current assets" in the Company's Consolidated Balance Sheets.

For the three months ended March 31, 2022, the Company recognized an expense of $2.5 million for the three months ended March 31, 2021, related to foreign currency exchange contracts. The gains and losses related to derivative instruments not designated as hedging instruments are included in Other expense — net in the Company's Consolidated Statements of Operations.

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11. Fair Value of Financial Instruments

In accordance with the Company's policy, fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The policy classifies the inputs used to measure fair value into the following hierarchy:

Level 1    Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2    Unadjusted quoted prices in active markets for similar assets or liabilities, or

Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or

Inputs other than quoted prices that are observable for the asset or liability

Level 3    Unobservable inputs for the asset or liability

Interim Disclosures About Fair Value of Financial Instruments

The Company utilizes the best available information in measuring fair value. The carrying values of cash, restricted cash and cash equivalents, accounts receivable and trade accounts payable approximate fair value, without being discounted, as of March 31, 2022 and December 31, 2021, due to the short-term nature of these instruments.

The Company's Revolving Credit Facility, Term Loan B Facility and Senior Notes are recorded at their carrying values on the Company's Consolidated Balance Sheets, as disclosed in Note 9, "Debt." The carrying value of the Revolving Credit Facility approximates its fair value due to the short-term variable interest rates of the borrowings. The Company estimates the fair value of the Term Loan B Facility and the Senior Notes based on quoted market prices of the instruments and because these instruments are typically thinly traded, the liabilities are classified as Level 2 of the fair value hierarchy. The fair value of the Company's Term Loan B Facility was approximately $849.7 million and $853.9 million as of March 31, 2022 and December 31, 2021, respectively. The fair value of the Company's Senior Notes was approximately $432.2 million and $429.7 million as of March 31, 2022 and December 31, 2021, respectively.

Fair Value Measurements on a Recurring Basis

As of March 31, 2022, the Company had no financial assets and liabilities that were accounted for at fair value on a recurring basis. As of December 31, 2021, the Company had foreign currency exchange contracts outstanding with a fair value of $0.1 million using the Level 2 fair value measurement inputs.

12. Contingencies and Significant Estimates

Product-Related and Environmental Matters

As of March 31, 2022 and December 31, 2021, the Company had reserved $31.4 million and $30.8 million, respectively, for product-related warranty claims expected to be paid. Certain of these warranty and other related claims involve matters in dispute that will ultimately be resolved by negotiations, arbitration or litigation. See Note 13, "Product Warranties," for further information.

Product liability reserves are included in "Accrued expenses and other liabilities" in the Consolidated Balance Sheets and totaled $0.8 million as of both March 31, 2022 and December 31, 2021, respectively. Based on the Company's experience in defending product liability claims, management believes the reserves are adequate for estimated case resolutions on aggregate self-insured claims and third-party insured claims. Any recoveries from insurance carriers are dependent upon the legal sufficiency of claims and solvency of insurance carriers. Such recoveries are not recorded until the associated contingencies are resolved and the recoveries are realizable.

As of both March 31, 2022 and December 31, 2021, the Company held reserves for environmental matters related to certain of its current and former facilities of $0.5 million , which are included in "Accrued expenses and other liabilities" in the Company's Consolidated Balance Sheets. As of March 31, 2022, there have been no other claims asserted for soil or groundwater contamination at any of the Company’s other facilities, but there can be no assurance that such claims will not arise in the future. The ultimate cost of any remediation that may be required will depend upon the results of future investigation and is not reasonably estimable. Based upon available information, the Company does not expect the ultimate costs of any required remediation at any of these facilities will have a material adverse effect on its financial condition, results of operations or cash flows individually or in the aggregate.

It is reasonably possible that the estimates for product warranty, product liability and environmental remediation costs may change based upon new information that may arise or matters that are beyond the scope of the Company's historical experience. Presently, there are no reliable methods to estimate the amount of any such potential changes.

Other Contingencies

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The Company is subject to litigation, government inquiries, audits, commercial disputes, claims and other legal proceedings arising in the ordinary course of business. From time to time, the Company may be subject to audits by tax, export, customs and other governmental authorities or incur routine and non-routine fees, expenses or penalties relating to compliance with complex laws and regulations impacting the Company's business. The Company records accruals for anticipated losses related to legal and other matters, which are both probable and reasonably estimable, as well as for related legal costs as incurred. The Company believes that it has adequately accrued for such matters as of March 31, 2022 and December 31, 2021, respectively, based on the best available information. In the opinion of management, the ultimate resolution of such legal and other matters is not expected to have, individually or in the aggregate, a material adverse effect on the Company's financial condition, results of operations or cash flows.

As previously disclosed, the Company voluntarily disclosed to U.S. Customs and Border Protection ("CBP") certain errors in the declaration of imported products relating to quantity, value, classification, North American Free Trade Agreement eligibility and other matters as well as potential violations of antidumping and countervailing duties. Following such disclosures, the Company began a comprehensive review of its import practices in order to quantify the loss of revenue to CBP. In April 2020, the Company determined based on its continued analysis and testing of relevant records of import activity, a potential range of loss was both probable and reasonably estimable. As of December 31, 2020, the Company concluded its analysis and testing of import activity and determined the amount of $3.1 million was due to the CBP.

In February 2021, the Company submitted the completed analysis to CBP and remitted the aforementioned amount due. Significant judgment was required in determining the amounts due to the CBP and although the Company believes its estimate to be reasonable, no assurance can be given that the final outcome of this matter will be consistent with what has been recorded and remitted by the Company. To the extent that the final outcome of this matter is different than the amounts recorded, such differences will be recorded in the period in which such determination is made.

On January 27, 2022, one of the Company’s Mexican subsidiaries received a notification from the Mexican taxing authority of the preliminary findings identified during a tax audit for the period April 1, 2016 through February 27, 2018. The preliminary findings stated the Mexican subsidiary did not provide evidence of the export of goods temporarily imported under Mexico’s Manufacturing, Maquila and Export Services Industries Program (“IMMEX Program”), therefore triggering the obligation for payment of import duties, fines and surcharges. In response to the notification, on February 1, 2022, the Company filed a petition outlining the Company’s disagreement with the preliminary findings as the Company believes that appropriate documentation evidencing the export of the goods has been provided to the taxing authority. On March 28, 2022, the Company received a response from the Mexico tax authority confirming that additional time is required to review the Company's petition and the Company has received no further correspondence from the Mexican tax authority since that date.

While the Company cannot predict with certainty the outcome of this tax audit, based on current known information, the Company does not believe a loss contingency is either probable or estimable. Accordingly, no loss contingency has been recorded in the Company’s financial statements as of March 31, 2022 related to this matter. However, if the final resolution of the tax matter is not favorable to the Company, a charge will be recorded in the Company’s consolidated financial statements at such time as the range of loss becomes both probable and estimable.

13. Product Warranties

In the normal course of business, the Company provides its customers with product warranties covering workmanship, and in some cases materials, on products manufactured by the Company. Such product warranties generally provide that products will be free from defects for periods ranging from 12 to 60 months, with certain equipment having longer-term warranties. If a product fails to comply with the Company's warranty, the Company may be obligated, at its expense, to correct any defect by repairing or replacing such defective products. The Company accrues an estimate of costs that may be incurred under the product warranty at the time the product revenue is recognized. These costs include estimates of labor and materials, as necessary, associated with repair or replacement of the products. The primary factors which impact the warranty liability include the number of units shipped and historical and anticipated warranty claims. As these factors are impacted by actual experience and future expectations, the Company assesses the adequacy of its recorded warranty liability on an ongoing basis and adjusts the liability as determined necessary.

The product warranty liability activity for the three months ended March 31, 2022 is as follows:

(in millions)
Balance as of December 31, 2021(1)
$30.8 
Additions for issuance of warranties 7.3 
Settlements (in cash or in kind)(6.6)
Currency translation impact(0.1)
Balance as of March 31, 2022(1)
$31.4 
(1) Long-term product warranty liabilities are included in "Other long-term liabilities" and totaled $4.9 million and $6.0 million as of March 31, 2022 and December 31, 2021, respectively.

The Company also sells extended warranties, which are recorded as deferred revenue and are amortized to "Net sales" on a straight-line basis over the extended warranty period. The short-term portion of deferred revenue on extended warranties, included in "Accrued expenses and
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other liabilities" in the Consolidated Balance Sheets was $2.3 million and $2.1 million at March 31, 2022 and December 31, 2021, respectively. The long-term portion of deferred revenue on warranties included in "Other long-term liabilities" in the Consolidated Balance Sheets was $3.6 million and $3.5 million at March 31, 2022 and December 31, 2021, respectively.

14. Employee Benefit Plans

The Company sponsors and maintains defined benefit retirement plans ("Pension Plans") and postretirement health and other plans ("Postretirement Health and Other Plans") (collectively "Defined Benefit Plans") for certain retired and current employees at the time of their retirement. Benefits under the employee retirement plans are primarily based on years of service and compensation during the years immediately preceding retirement. The current plans are based largely upon benefit plans in place prior to the Spin-off and have been subsequently maintained by the Company and are generally closed to new participants.

The components of periodic benefit costs for the Company's Defined Benefit Plans are as follows:
(in millions)Three Months Ended March 31,
20222021
Pension PlansPostretirement
Health and Other Plans
Pension PlansPostretirement
Health and Other Plans
Service cost - benefits earned during the period$ $ $ $ 
Interest cost of projected benefit obligations0.9  0.6 0.1 
Expected return on assets(0.9) (0.8) 
Amortization of prior service cost0.5   (0.1)
Amortization of actuarial net loss0.5 0.1 0.7 0.2 
Net periodic benefit cost$1.0 $0.1 $0.5 $0.2 

The components of periodic benefit costs are included in "Other expense — net" in the Consolidated Statements of Operations.

In March 2021, the American Rescue Plan Act of 2021 (the “Act”) was signed into law. The Act provides additional relief to companies and individuals impacted by the COVID-19 pandemic and includes a reduction of the required minimum contributions to U.S. pension plans for 2021. As a result of the Act, the Company's updated required minimum contributions for the year ending December 31, 2022 for the Pension Plans is $5.7 million with no planned discretionary or non-cash contributions. The Company made $0.2 million of contributions to the Pension Plans during the quarter ended March 31, 2022. The Company estimates claims for the Postretirement Health and Other Plans to be $1.2 million for the year ending December 31, 2022 and claims paid for the Postretirement Health and Other Plans were $0.2 million for quarter ended March 31, 2022.


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15. Business Transformation Program and Restructuring

Business Transformation Program

During the first quarter of 2019, the Company initiated a comprehensive operational review to validate its long-term growth and margin targets and to refine its execution plans, which culminated into the launch of the Business Transformation Program ("Transformation Program") in May 2019. The Transformation Program was structured in multiple phases and focused on specific areas of opportunity, including strategic sourcing, manufacturing facility workflow redesign, distribution and administrative process efficiencies and optimizing the Company's global brand platforms. As originally planned, the Company completed its Transformation Program during the quarter ended December 31, 2021.

For the three months ended March 31, 2021, the Transformation Program costs consisted primarily of fees for consulting services and totaled $2.2 million, with $0.5 million and $1.7 million included as components of "Cost of sales" and "Selling general and administrative expenses", respectively, in the Consolidated Statement of Operations.

Restructuring

The Company takes actions to improve operating efficiencies, typically in connection with recognizing cost synergies and rationalizing the cost structure of the Company, including actions associated with the Transformation Program. These actions generally include facility rationalization, headcount reductions and organizational integration activities resulting from discrete restructuring events, which are supported by approved plans for workforce reductions.

The Company's restructuring activity and balance of the restructuring liability is as follows:
(in millions)2020 Plans2019 Plans2018 and Previous Plans
Workforce reductionsWorkforce reductionsPension withdrawal obligationTotal
Restructuring liability as of December 31, 2021$0.1 $0.2 $7.2 $7.5 
Restructuring activities    
Cash payments(0.1)(0.2)(0.3)(0.6)
Restructuring liability as of March 31, 2022$ $ $6.9 $6.9 

As of March 31, 2022 and December 31, 2021, the current portion of the restructuring liability was $1.5 million and $1.7 million, respectively, and was included in "Accrued expenses and other liabilities" in the Consolidated Balance Sheets. As of March 31, 2022 and December 31, 2021, the long-term portion of the restructuring liability was $5.4 million and $5.8 million, respectively, and was included in "Other long-term liabilities" in the Consolidated Balance Sheets. As of both March 31, 2022 and December 31, 2021, the long-term portion of the restructuring liability is for a pension withdrawal obligation incurred in connection with the reorganization and plant restructuring one of the Company's former operating entities and is expected to be satisfied in April of 2026, when the pension withdrawal obligation is scheduled to have been satisfied.

There were no restructuring expenses incurred during the three months ended March 31, 2022. During the three months ended March 31, 2021, the Company incurred $0.2 million of restructuring expense, consisting of $0.1 million for the completion of a restructuring action in APAC initiated in 2019 and $0.1 million for a restructuring action initiated during the first quarter of 2021 for the consolidation of a manufacturing facility in EMEA. During the remainder of the year ending December 31, 2022, the Company expects to incur remaining costs of $0.6 million to $0.8 million to complete the restructuring action for the consolidation of the EMEA manufacturing facility.

As the Company completes payments on each of its approved plans, the remaining restructuring liability is adjusted for the actual amounts incurred. No material adjustments for prior period restructuring liabilities were incurred during either of the three months ended March 31, 2022 and 2021, respectively.

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16. Accumulated Other Comprehensive Loss

Comprehensive (loss) income includes foreign currency translation adjustments, changes in the fair value of certain financial derivative instruments that quality for hedge accounting and actuarial gains and losses arising from the Company's employee pension and postretirement be