Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13948 | |
Entity Registrant Name | MATIV HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 62-1612879 | |
Entity Address, Address Line One | 100 Kimball Pl, | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | Alpharetta, | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30009 | |
City Area Code | 800 | |
Local Phone Number | 514-0186 | |
Title of 12(b) Security | Common stock, $0.10 par value | |
Trading Symbol | MATV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,707,574 | |
Entity Central Index Key | 0001000623 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 668.3 | $ 426.4 | $ 1,347.3 | $ 833.2 |
Cost of products sold | 539.8 | 326.8 | 1,109.8 | 641 |
Gross profit | 128.5 | 99.6 | 237.5 | 192.2 |
Selling expense | 23.6 | 15 | 47.5 | 29.3 |
Research and development expense | 7 | 5.4 | 16.1 | 10.6 |
General expense | 63.8 | 49 | 129.7 | 98.3 |
Total nonmanufacturing expenses | 94.4 | 69.4 | 193.3 | 138.2 |
Restructuring and impairment expense | 0.5 | 2.4 | 1.3 | 15.6 |
Operating profit | 33.6 | 27.8 | 42.9 | 38.4 |
Interest expense | 28.2 | 20.4 | 54.7 | 34.9 |
Other income (expense), net | (3.4) | 7.3 | 3.6 | 12.8 |
Income (loss) before income taxes and income from equity affiliates | 2 | 14.7 | (8.2) | 16.3 |
Income tax expense | 6.6 | 4.6 | 4.2 | 6.7 |
Income from equity affiliates, net of income taxes | 0.1 | 1.7 | 0.2 | 3.8 |
Net income (loss) | (4.5) | 11.8 | (12.2) | 13.4 |
Dividends to participating securities | (0.1) | (0.3) | (0.2) | (0.5) |
Net income (loss) attributable to Common Stockholders, basic | (4.6) | 11.5 | (12.4) | 12.9 |
Net income (loss) attributable to Common Stockholders, diluted | $ (4.6) | $ 11.5 | $ (12.4) | $ 12.9 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.08) | $ 0.36 | $ (0.23) | $ 0.41 |
Diluted (in dollars per share) | $ (0.08) | $ 0.36 | $ (0.23) | $ 0.41 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 54,656,400 | 31,260,100 | 54,570,100 | 31,209,300 |
Diluted (in shares) | 54,656,400 | 31,409,800 | 54,570,100 | 31,412,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (4.5) | $ 11.8 | $ (12.2) | $ 13.4 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 3.2 | (19.8) | 21.6 | (11.1) |
Unrealized gain (loss) on derivative instruments | 4.6 | 8.5 | (12.6) | 30.1 |
Less: Reclassification adjustment for gain on derivative instruments included in net income (loss) | 6.7 | 0.5 | 12.5 | 1.6 |
Amortization of postretirement benefit plans' costs included in net pension cost | 0 | 2.6 | 0.5 | 1.9 |
Other comprehensive income (loss) | 14.5 | (8.2) | 22 | 22.5 |
Comprehensive income | $ 10 | $ 3.6 | $ 9.8 | $ 35.9 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 107.6 | $ 124.4 |
Accounts receivable, net | 277.5 | 266.8 |
Inventories, net | 521.6 | 534.9 |
Income taxes receivable | 20.3 | 19.7 |
Other current assets | 36.2 | 28.9 |
Total current assets | 963.2 | 974.7 |
Property, plant and equipment, net | 874.7 | 874.9 |
Finance lease right-of-use assets | 17.2 | 17.4 |
Operating lease right-of-use assets | 46.5 | 35.8 |
Deferred income tax benefits | 34.3 | 34.4 |
Investment in equity affiliates | 56.1 | 59.1 |
Goodwill | 874.9 | 847.2 |
Intangible assets, net | 660.2 | 710.3 |
Other assets | 121.8 | 115.4 |
Total assets | 3,648.9 | 3,669.2 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current debt | 34.7 | 34.6 |
Finance lease liabilities | 0.9 | 0.9 |
Operating lease liabilities | 8.6 | 9.3 |
Accounts payable | 214.4 | 225.7 |
Income taxes payable | 16.5 | 11.4 |
Accrued expenses and other current liabilities | 151.1 | 184.2 |
Total current liabilities | 426.2 | 466.1 |
Long-term debt | 1,712.9 | 1,659.3 |
Finance lease liabilities, noncurrent | 17.6 | 17.6 |
Operating lease liabilities, noncurrent | 38.1 | 29.7 |
Long-term income tax payable | 8.4 | 14.6 |
Pension and other postretirement benefits | 79.1 | 81.6 |
Deferred income tax liabilities | 160 | 172.2 |
Other liabilities | 57.6 | 48.8 |
Total liabilities | 2,499.9 | 2,489.9 |
Stockholders’ equity: | ||
Preferred stock, $0.10 par value; 10,000,000 shares authorized; none issued or outstanding | 0 | 0 |
Common stock, $0.10 par value; 100,000,000 shares authorized; 54,840,660 and 54,929,973 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 5.5 | 5.5 |
Additional paid-in-capital | 665.7 | 658.5 |
Retained earnings | 551.2 | 610.7 |
Accumulated other comprehensive loss, net of tax | (73.4) | (95.4) |
Total stockholders’ equity | 1,149 | 1,179.3 |
Total liabilities and stockholders’ equity | $ 3,648.9 | $ 3,669.2 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Preferred shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred shares issued (in shares) | 0 | 0 |
Preferred shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common shares issued (in shares) | 54,840,660 | 54,929,973 |
Common stock outstanding (in shares) | 54,840,660 | 54,929,973 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss |
Beginning Balance (in shares) at Dec. 31, 2021 | 31,449,563 | ||||
Beginning Balance at Dec. 31, 2021 | $ 682.2 | $ 3.1 | $ 101.7 | $ 696.4 | $ (119) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 13.4 | 13.4 | |||
Other comprehensive income (loss), net of tax | 22.5 | 22.5 | |||
Dividends declared | (28.1) | (28.1) | |||
Restricted stock issuances, net (in shares) | (507,026) | ||||
Stock-based employee compensation expense | 7 | 7 | |||
Stock issued to directors as compensation (in shares) | 1,657 | ||||
Stock issued to directors as compensation | 0.5 | 0.5 | |||
Deferred compensation directors stock trust (in shares) | 60,899 | ||||
Purchases and retirement of common stock (in shares) | (96,234) | ||||
Purchases and retirement of common stock | (3) | (3) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 31,922,911 | ||||
Ending Balance at Jun. 30, 2022 | 694.5 | $ 3.1 | 109.2 | 678.7 | (96.5) |
Beginning Balance (in shares) at Mar. 31, 2022 | 31,705,664 | ||||
Beginning Balance at Mar. 31, 2022 | 701.4 | $ 3.1 | 105.4 | 681.2 | (88.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 11.8 | 11.8 | |||
Other comprehensive income (loss), net of tax | (8.2) | (8.2) | |||
Dividends declared | (14.2) | (14.2) | |||
Restricted stock issuances, net (in shares) | (156,872) | ||||
Stock-based employee compensation expense | 3.6 | 3.6 | |||
Stock issued to directors as compensation (in shares) | 863 | ||||
Stock issued to directors as compensation | 0.2 | 0.2 | |||
Deferred compensation directors stock trust (in shares) | 60,899 | ||||
Purchases and retirement of common stock (in shares) | (1,387) | ||||
Purchases and retirement of common stock | (0.1) | (0.1) | |||
Ending Balance (in shares) at Jun. 30, 2022 | 31,922,911 | ||||
Ending Balance at Jun. 30, 2022 | $ 694.5 | $ 3.1 | 109.2 | 678.7 | (96.5) |
Beginning Balance (in shares) at Dec. 31, 2022 | 54,929,973 | 54,929,973 | |||
Beginning Balance at Dec. 31, 2022 | $ 1,179.3 | $ 5.5 | 658.5 | 610.7 | (95.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (12.2) | (12.2) | |||
Other comprehensive income (loss), net of tax | 22 | 22 | |||
Dividends declared | (44.5) | (44.5) | |||
Restricted stock issuances, net (in shares) | (21,927) | ||||
Stock options exercised (in shares) | 813 | ||||
Stock-based employee compensation expense | 6.7 | 6.7 | |||
Stock issued to directors as compensation (in shares) | 6,726 | ||||
Stock issued to directors as compensation | 0.5 | 0.5 | |||
Purchases and retirement of common stock (in shares) | (118,779) | ||||
Purchases and retirement of common stock | $ (2.8) | (2.8) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 54,840,660 | 54,840,660 | |||
Ending Balance at Jun. 30, 2023 | $ 1,149 | $ 5.5 | 665.7 | 551.2 | (73.4) |
Beginning Balance (in shares) at Mar. 31, 2023 | 54,919,923 | ||||
Beginning Balance at Mar. 31, 2023 | 1,159.3 | $ 5.5 | 662.4 | 579.3 | (87.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (4.5) | (4.5) | |||
Other comprehensive income (loss), net of tax | 14.5 | 14.5 | |||
Dividends declared | (22.1) | (22.1) | |||
Restricted stock issuances, net (in shares) | (18,237) | ||||
Stock-based employee compensation expense | 3 | 3 | |||
Stock issued to directors as compensation (in shares) | 3,318 | ||||
Stock issued to directors as compensation | 0.3 | 0.3 | |||
Purchases and retirement of common stock (in shares) | (64,344) | ||||
Purchases and retirement of common stock | $ (1.5) | (1.5) | |||
Ending Balance (in shares) at Jun. 30, 2023 | 54,840,660 | 54,840,660 | |||
Ending Balance at Jun. 30, 2023 | $ 1,149 | $ 5.5 | $ 665.7 | $ 551.2 | $ (73.4) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared (in dollars per share) | $ 0.40 | $ 0.44 | $ 0.80 | $ 0.88 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating | ||
Net income (loss) | $ (12.2) | $ 13.4 |
Non-cash items included in net income (loss): | ||
Depreciation and amortization | 84.8 | 47.5 |
Amortization of deferred issuance costs | 3.7 | 3.4 |
Impairments | 0 | 12.9 |
Deferred income tax | (9.2) | (5.1) |
Pension and other postretirement benefits | (5.5) | (0.4) |
Stock-based compensation | 6.7 | 7 |
Income from equity affiliates | (0.2) | (3.8) |
Brazil tax assessment and settlements, net | 0 | (2.2) |
Gain on sale of assets | 0 | (2.9) |
Cash dividends received from equity affiliates | 0 | 1.1 |
Loss (gain) on foreign currency transactions | 3.3 | (10.7) |
Other non-cash items | (7.4) | (2.8) |
Cash received from settlement of interest swap agreements | 0 | 23.6 |
Other operating | (2.1) | 0 |
Changes in operating working capital, net of assets acquired: | ||
Accounts receivable | (8) | (48) |
Inventories | 15.1 | (30.3) |
Prepaid expenses | (6.8) | (5.1) |
Accounts payable and other current liabilities | (39) | 25.8 |
Accrued income taxes | (3.7) | (5.4) |
Net changes in operating working capital | (42.4) | (63) |
Net cash provided by operations | 19.5 | 18 |
Investing | ||
Capital spending | (42) | (17.8) |
Capitalized software costs | (0.5) | (1.6) |
Cash received from settlement of cross-currency swap contracts | 0 | 35.8 |
Other investing | 3 | 1.6 |
Net cash provided by (used in) investing | (39.5) | 18 |
Financing | ||
Cash dividends paid | (44.3) | (28.1) |
Proceeds from long-term debt | 115.1 | 40 |
Payments on long-term debt | (65.3) | (47.6) |
Payments for debt issuance costs | 0 | (12.5) |
Payments on financing lease obligations | (0.5) | (0.3) |
Purchases of common stock | (2.8) | (3) |
Other financing | (0.2) | 0 |
Net cash provided by (used in) financing | 2 | (51.5) |
Effect of exchange rate changes on cash and cash equivalents | 1.2 | (2.9) |
Decrease in cash and cash equivalents | (16.8) | (18.4) |
Cash and cash equivalents at beginning of period | 124.4 | 74.7 |
Cash and cash equivalents at end of period | 107.6 | 56.3 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest, net | 65.8 | 28.8 |
Cash paid for taxes, net | 19.3 | 16.9 |
Capital spending in accounts payable and accrued liabilities | $ 7.2 | $ 3.3 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Nature of Business On July 6, 2022, Schweitzer-Mauduit International, Inc. ("SWM") consummated its previously announced merger transaction involving Neenah, Inc. ("Neenah"). A wholly-owned subsidiary of SWM merged with and into Neenah (the "Merger"), with Neenah surviving the Merger as a direct and wholly-owned subsidiary of SWM. Effective as of the closing date of the Merger, SWM changed its name to Mativ Holdings, Inc. ("Mativ," "we," "our," or the "Company"). Mativ is a global leader in specialty materials headquartered in Alpharetta, Georgia, United States of America. The Company offers a wide range of critical components and engineered solutions to solve customers' most complex challenges, targeting premium applications across diversified and growing end markets. Combined with global manufacturing, supply chain, innovation, and material science capabilities, our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of customers' products across multiple stages of the value chain. Effective with the Merger, the Company changed the name of its two reporting segments to: Advanced Technical Materials ("ATM") and Fiber-Based Solutions ("FBS"). There was no change to the historical reporting segments or historical results for the segments. Refer to Note 15. Segment Information for additional information on our segments. We conduct business in over 100 countries and operate 47 production locations worldwide, with offices and facilities in the United States, United Kingdom, China, Germany, France, Belgium, Poland, India, Brazil, Canada, Spain, Italy, Mexico, Netherlands, Malaysia, and Luxembourg. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements and these notes thereto included herein should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 1, 2023. Reclassifications Certain prior year amounts on the unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation for comparative purposes. Prior year's classification of certain end markets in the legacy SWM Advanced Materials & Structures segment have been reclassified to conform to the current year presentation of ATM's end markets for comparative purposes. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned, majority-owned and controlled subsidiaries. The Company’s share of the net income of its 50%-owned joint ventures in China is included in the unaudited Condensed Consolidated Statements of Income (Loss) as Income from equity affiliates, net of income taxes. Intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include, but are not limited to, inventory valuation, useful lives of tangible and intangible assets, business acquisitions, equity-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, taxes and contingencies. Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The new standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform and the anticipated discontinuance of the London Interbank Offered Rate ("LIBOR") if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", which extended the final sunset date from December 31, 2022 to December 31, 2024. The provisions of ASU 2020-04 and ASU 2022-06 were adopted effective April 1, 2022 and December 21, 2022, respectively, and did not have a material impact on the unaudited condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when control of a product is transferred to the customer. Control is transferred when the products are shipped from one of the Company’s manufacturing facilities to the customer. Any freight costs billed to and paid by a customer are included in Net sales. The cost the Company pays to deliver finished goods to our customers is recorded as a component of Cost of products sold. These costs include the amounts paid to a third party to deliver the finished goods. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied, which generally occurs when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Generally, the Company considers collectability of amounts due under a contract to be probable upon inception of a sale based on an evaluation of the credit worthiness of each customer. If collectability is not considered to be probable, the Company defers recognition of revenue on satisfied performance obligations until the uncertainty is resolved. We record estimates for bad debts based on our expectations for the collectability of amounts due from customers, considering historical collections, expectations for future activity and other discrete events as applicable. Variable consideration, such as discounts or price concessions, is set forth in the terms of the contract at inception and is included in the assessment of the transaction price at the outset of the arrangement. The transaction price is allocated to the individual performance obligations due under the contract based on the relative stand-alone fair value of the performance obligations identified in the contract. The Company typically uses an observable price to determine the stand-alone selling price for separate performance obligations. The Company does not typically include extended payment terms or significant financing components in its contracts with customers. Certain sales contracts may include cash-based incentives (volume rebates or credits), which are accounted for as variable consideration. We estimate these amounts at least quarterly based on the expected forecast quantities to be provided to customers and reduce revenues recognized accordingly. Incidental items that are immaterial in the context of the contract are recognized as expense in the period incurred. The Company generally expenses sales commissions when incurred because the amortization period is one year or less. These costs are recorded within Selling expense. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less and contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As a practical expedient, the Company treats shipping and handling activities that occur after control of the good transfers as fulfillment activities, and therefore, does not account for shipping and handling costs as a separate performance obligation. Net sales are attributed to the following geographic locations of the Company’s direct customers (in millions): Three Months Ended June 30, 2023 2022 ATM FBS Total ATM FBS Total United States $ 187.9 $ 121.0 $ 308.9 $ 174.6 $ 37.1 $ 211.7 Europe and the former Commonwealth of Independent States 141.9 58.1 200.0 65.4 51.0 116.4 Asia-Pacific 45.2 37.4 82.6 38.6 26.2 64.8 Americas (excluding U.S.) 33.4 24.0 57.4 3.5 16.9 20.4 Other foreign countries 11.4 8.0 19.4 6.0 7.1 13.1 Net sales $ 419.8 $ 248.5 $ 668.3 $ 288.1 $ 138.3 $ 426.4 Six Months Ended June 30, 2023 2022 ATM FBS Total ATM FBS Total United States $ 395.6 $ 253.1 $ 648.7 $ 326.6 $ 75.7 $ 402.3 Europe and the former Commonwealth of Independent States 293.1 112.7 405.8 129.5 102.0 231.5 Asia-Pacific 91.2 64.6 155.8 74.0 51.1 125.1 Americas (excluding U.S.) 52.3 46.3 98.6 17.7 29.6 47.3 Other foreign countries 21.9 16.5 38.4 13.2 13.8 27.0 Net sales $ 854.1 $ 493.2 $ 1,347.3 $ 561.0 $ 272.2 $ 833.2 ATM is comprised of the legacy SWM Advanced Materials & Structures segment and FBS is comprised of the legacy Engineered Papers segment. As such, there were no changes to the historical results of these segments. Refer to Note 15. Segment Information for additional information on our segments. The ATM segment supplies customers serving generally high-growth end markets as follows: Industrials – substrates for tape, industrial, construction, infrastructure, performance labels, cable wrapping, abrasives, and other specialty applications. Protective solutions – paint protection films for transportation in aftermarket channel, interlayer lamination for ballistic resistant and security glass, high-performance graphics substrates, and emerging smart glass applications. Filtration – advanced media for transportation applications (such as air intake, cabin air, fuel oil), reverse osmosis water filtration, industrial process air and liquid applications, air purification, and HVAC and life science/personal protective equipment. Healthcare – advanced wound care, consumer wellness, device fixation, and finger bandages. Release liners – substrates critical to adhesive separation for applications in the personal care, label, tape, industrial, graphic arts, composites, and medical categories. Net sales as a percentage by end market for the ATM business were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Industrials 32 % 37 % 32 % 37 % Protective solutions 16 % 31 % 16 % 31 % Filtration 25 % 16 % 26 % 16 % Healthcare 16 % 16 % 15 % 16 % Release liners 11 % — % 11 % — % Net sales 100 % 100 % 100 % 100 % The FBS segment supplies customers serving generally both growing and mature end markets as follows: Packaging and specialty papers – sustainable premium packaging solutions, imaging and communication, home & office, consumer goods, and other applications. Engineered papers – combustibles and reduce risk products, primarily for the tobacco industry, alternative fibers lightweight papers, and emerging alternative solutions. Net sales as a percentage by end market for the FBS business were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Packaging and specialty papers 43 % — % 45 % — % Engineered papers 57 % 100 % 55 % 100 % Net sales 100 % 100 % 100 % 100 % Transfer of Receivables On December 23, 2022, the Company entered into an accounts receivables sales agreement (the "Receivables Sales Agreement") to sell certain trade receivables arising from revenue transactions of the Company's U.S. subsidiaries on a revolving basis. The maximum funding commitment of the Receivables Sales Agreement is $175.0 million. The agreement has an initial term of three years and can be renewed. In connection with the Receivables Sales Agreement, the Company formed a separate bankruptcy-remote special purpose entity (“SPE”), which is a wholly owned and controlled subsidiary. The Company continuously transfers receivables to the SPE and the SPE transfers ownership and control of certain receivables that meet certain qualifying conditions to a third-party financial institution in exchange for cash. Certain receivables are held by the SPE and are pledged to secure the collectability of the sold receivables. The amount of receivables pledged as collateral as of June 30, 2023 and December 31, 2022 was $60.7 million and $94.2 million, respectively. The SPE incurs fees due to the third-party financial institution related to accounts receivable sales transactions. The Company has continuing involvement with the receivables transferred by the SPE to the third-party financial institution by providing collection services. The Company also participates in uncommitted trade accounts receivable sales programs ("Reverse Receivables Programs") under which certain trade receivables are sold, without recourse, to a third-party financial institution in exchange for cash. The Company does not retain any interest in or continuing involvement with the invoices after they are sold. The invoices are sold at face value, less a transaction fee. The Company accounts for transactions under the Receivables Sales Agreement and Reverse Receivables Programs as sales of financial assets, with the associated receivables derecognized from the Company’s unaudited Condensed Consolidated Balance Sheets. Total fees related to the Receivables Sales Agreement and Reverse Receivables Programs are considered to be a loss on the sale of financial assets and are primarily recorded within Other income (expense), net in the unaudited Condensed Consolidated Statements of Income (Loss). Total fees were immaterial for the three and six months ended June 30, 2023. Continuous cash activity related to the Receivables Sales Agreement and Reverse Receivables Programs is reflected in cash from operating activities in the unaudited Condensed Consolidated Statements of Cash Flows. The following table summarizes the activity under the Receivables Sales Agreement and Reverse Receivables Programs (in millions): Six Months Ended June 30, 2023 Trade accounts receivable sold to financial institutions $ 639.9 Cash proceeds from financial institutions 633.6 There were no material trade accounts receivable sales for the six months ended June 30, 2022. |
Other Comprehensive Income
Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Other Comprehensive Income | Other Comprehensive Income Comprehensive income includes Net income (loss), as well as items charged and credited directly to stockholders' equity, which are excluded from Net income (loss). The Company has presented Comprehensive income in the unaudited Condensed Consolidated Statements of Comprehensive Income. Reclassification adjustments of derivative instruments from Accumulated other comprehensive loss, net of tax are presented in Other income (expense), net; or Interest expense in the unaudited Condensed Consolidated Statements of Income (loss). Refer to Note 11. Derivatives for additional information. Amortization of accumulated pension and other post-employment benefit ("OPEB") liabilities are included in the computation of net pension and OPEB costs, which are discussed in Note 13. Postretirement and Other Benefits. Components of Accumulated other comprehensive loss, net of tax, were as follows (in millions): June 30, 2023 December 31, 2022 Accumulated pension and OPEB liability adjustments, net of income tax benefit of $1.8 million and $2.5 million at June 30, 2023 and December 31, 2022, respectively $ (10.4) $ (10.9) Accumulated unrealized gain on derivative instruments, net of income tax benefit of $14.0 million and $12.9 million at June 30, 2023 and December 31, 2022, respectively 44.3 44.4 Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $15.6 million and $17.0 million at June 30, 2023 and December 31, 2022, respectively (107.3) (128.9) Accumulated other comprehensive loss, net of tax $ (73.4) $ (95.4) Changes in the components of Accumulated other comprehensive loss, net of tax, were as follows (in millions): Three Months Ended June 30, 2023 2022 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ — $ — $ — $ 1.5 $ 1.1 $ 2.6 Derivative instrument adjustments 15.1 (3.8) 11.3 12.5 (3.5) 9.0 Unrealized foreign currency translation adjustments 3.2 — 3.2 (33.7) 13.9 (19.8) Total $ 18.3 $ (3.8) $ 14.5 $ (19.7) $ 11.5 $ (8.2) Six Months Ended June 30, 2023 2022 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ 1.2 $ (0.7) $ 0.5 $ 2.8 $ (0.9) $ 1.9 Derivative instrument adjustments 1.0 (1.1) (0.1) 34.9 (3.2) 31.7 Unrealized foreign currency translation adjustments 23.0 (1.4) 21.6 (27.6) 16.5 (11.1) Total $ 25.2 $ (3.2) $ 22.0 $ 10.1 $ 12.4 $ 22.5 |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions Neenah On March 28, 2022, the Company entered into an Agreement and Plan of Merger to combine with Neenah, a specialty materials company incorporated in Delaware, in an all-stock merger of equals (the "Merger Agreement"), to create a global leader in specialty materials, accelerate growth and innovation, as well as achieve cost synergies. The Merger was approved by the shareholders of both the Company and Neenah on June 29, 2022 and was consummated on July 6, 2022. Under the terms of the Merger Agreement, which was unanimously approved by the board of directors of both companies, Neenah merged into a directly owned subsidiary of the Company, with Neenah surviving the Merger as a direct, wholly-owned subsidiary of Mativ. Pursuant to the Merger Agreement, each share of Neenah's common stock outstanding was exchanged for 1.358 shares of common stock in the Company. As such, the Company issued approximately 22.8 million shares of its common stock to Neenah's shareholders under the terms of the Merger Agreement. Based on the Company's closing stock price on July 5, 2022, the total value of shares issued to Neenah's shareholders was approximately $534.1 million. The total consideration transferred to merge with Neenah was $1,056.3 million, which included the equity portion consideration of $534.1 million, repayment of Neenah's debt of $504.9 million, repayment of acquisition costs incurred by Neenah of $13.5 million and the fair value of unvested stock awards allocated to the pre-merger period of $3.8 million. The Company used the proceeds of the borrowings under the amended Credit Agreement to repay existing indebtedness of Neenah and to pay other costs and expenses in connection with the Merger. The transaction was accounted for as a business combination with the Company being treated as the accounting acquirer in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. Under this method of accounting, the total consideration has been allocated to Neenah's assets acquired and liabilities assumed based upon fair values at the Merger date. The assets acquired and liabilities assumed were measured at fair value as of the Merger date primarily using Level 3 inputs. The excess of the total consideration over the net assets acquired was recorded as goodwill and has been allocated to the ATM segment. The goodwill recorded is not expected to be deductible for tax purposes as it is primarily attributable to expected revenue and cost synergies. The estimated purchase price allocation disclosed as of September 30, 2022 was revised during the measurement period as new information was received and analyzed resulting in increases in Deferred income tax liabilities of $18.6 million, Intangible assets, net of $17.9 million, Property, plant and equipment, net of $10.0 million, Inventories, net of $2.7 million, as well as decreases in Goodwill of $11.6 million, Accounts payable and other current liabilities of $8.6 million, Accounts receivable, net of $8.5 million, and other immaterial changes, as presented in the table below. The amounts below represent the current preliminary fair value estimates. As additional information becomes available and as additional analyses and final allocations are completed, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which will not exceed twelve months from the closing of the acquisition. Such revisions or changes may be material. The preliminary fair values of the assets acquired and liabilities assumed as of the Merger date were as follows (in millions): Preliminary Allocation as of June 30, 2023 Adjustments Preliminary Allocation as of July 6, 2022 Cash and cash equivalents $ 55.9 $ — $ 55.9 Accounts receivable, net 198.1 (8.5) 206.6 Inventory, net 194.5 2.7 191.8 Other current assets 27.8 0.3 27.5 Property, plant and equipment, net 463.6 10.0 453.6 Intangible assets, net 236.9 17.9 219.0 Other assets 41.7 (0.1) 41.8 Total assets $ 1,218.5 $ 22.3 $ 1,196.2 Current debt $ 1.9 $ — $ 1.9 Accounts payable and other current liabilities 199.3 (8.6) 207.9 Long-term debt 22.8 — 22.8 Deferred income tax liabilities 86.3 18.6 67.7 Other liabilities 82.7 0.7 82.0 Net assets acquired $ 825.5 $ 11.6 $ 813.9 Goodwill 230.8 (11.6) 242.4 Total consideration $ 1,056.3 $ — $ 1,056.3 The fair value of receivables acquired approximates the gross contractual value. The contractual amount not expected to be collected is immaterial. Acquired inventory was comprised of finished goods, work in process and raw materials. The fair value of finished goods was based on net realizable value adjusted for the costs of selling and manufacturing and a reasonable profit margin on selling effort and manufacturing costs. The fair value of work in process was based on net realizable value adjusted for the costs of selling and a reasonable profit margin on selling effort. The fair value of raw materials was determined to approximate book value. Property, plant and equipment is comprised of land, buildings and leasehold improvements, machinery and equipment, furniture and fixtures, computer equipment and construction in progress. The preliminary estimated fair value was primarily determined using a reproduction/replacement cost approach which measures the value of an asset by estimating the cost to acquire or construct comparable assets adjusted for age and condition of the asset. Acquired intangible assets include customer relationships, trade names and developed technologies. Intangible assets were valued using the multi-period excess earnings and relief-from-royalty methods, both forms of the income approach which considers a forecast of future cash flows generated from the use of each asset. The following table sets forth the components of identifiable intangible assets (in millions) and their estimated useful lives (in years): Fair Value Weighted-Average Amortization Period (Years) Amortizable intangible assets: Customer relationships $ 202.3 14.3 Trade names 14.4 20 Developed technology 20.2 7 Total amortizable intangible assets $ 236.9 The preliminary estimate of deferred tax effects resulting from the Merger include the expected federal, state and foreign tax consequences associated with temporary differences between the preliminary fair values of the assets acquired, liabilities assumed and the respective tax basis. During the three and six months ended June 30, 2023, the Company did not recognize any direct and indirect merger-related costs. During the three and six months ended June 30, 2022, the Company recognized direct and indirect merger-related costs of $7.8 million and $13.6 million, respectively, predominantly related to legal and other professional fees. Direct and indirect merger-related costs were expensed as incurred and are primarily included in the General expense line item in the Consolidated Statements of Income (Loss). Pro Forma Financial Information (Unaudited) The unaudited supplemental pro forma financial information presents the combined results of operations for the periods presented, as if the Merger had occurred on January 1, 2021. The unaudited supplemental pro forma financial information includes the following adjustments related to the Merger: incremental depreciation expense related to fair value adjustments to property, plant and equipment, amortization of intangible assets, interest expense for the additional indebtedness incurred to complete the Merger, and applicable tax adjustments based on statutory rates in the jurisdictions where the adjustments occurred. The unaudited supplemental pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the Merger occurred as of January 1, 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 Net sales $ 733.2 $ 1,424.8 Net income 22.6 20.3 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company uses the two-class method to calculate Net income (loss) per share. The Company has granted restricted stock that contains non-forfeitable rights to dividends on unvested shares. Since these unvested shares are considered participating securities under the two-class method, the Company allocates income (loss) per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Diluted net income (loss) per common share is computed based on Net income (loss) divided by the weighted average number of common and potential common shares outstanding. Potential common shares during the respective periods are those related to dilutive stock-based compensation, including long-term stock-based incentive compensation and directors’ accumulated deferred stock compensation, which may be received by the directors in the form of stock or cash. A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net income (loss) per share follows (in millions, shares in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator (basic and diluted): Net income (loss) $ (4.5) $ 11.8 $ (12.2) $ 13.4 Less: Dividends to participating securities (0.1) (0.3) (0.2) (0.5) Net income (loss) attributable to Common Stockholders $ (4.6) $ 11.5 $ (12.4) $ 12.9 Denominator: Average number of common shares outstanding 54,656.4 31,260.1 54,570.1 31,209.3 Effect of dilutive stock-based compensation (1) — 149.7 — 202.7 Average number of common and potential common shares outstanding 54,656.4 31,409.8 54,570.1 31,412.0 (1) |
Inventories, Net
Inventories, Net | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | Inventories, Net Inventories, net are valued at the lower of cost (using the first-in, first-out and weighted average methods) or net realizable value. The Company's costs included in inventory primarily include resins, pulp, chemicals, direct labor, utilities, maintenance, depreciation, finishing supplies and an allocation of certain overhead costs. Machine start-up costs or abnormal machine shutdowns are expensed in the period incurred and are not reflected in inventory. The Company reviews inventories at least quarterly to determine the necessity of write-offs for excess, obsolete or unsalable inventory. The Company estimates write-offs for inventory obsolescence and shrinkage based on its judgment of future realization. These reviews require the Company to assess customer and market demand. There were no material inventory write-offs during the three and six months ended June 30, 2023. The following table summarizes inventories by major class (in millions): June 30, December 31, Raw materials $ 191.8 $ 206.0 Work in process 87.8 80.5 Finished goods 218.8 223.9 Supplies and other 23.2 24.5 Total inventories $ 521.6 $ 534.9 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill by reporting segment were as follows (in millions): ATM FBS Total Balance at December 31, 2022 $ 842.6 $ 4.6 $ 847.2 Goodwill acquired during the period (1) 16.4 — 16.4 Foreign currency translation 11.2 0.1 11.3 Balance at June 30, 2023 $ 870.2 $ 4.7 $ 874.9 (1) Related to the measurement period adjustments for the Merger. Accumulated impairment loss for the FBS segment was $2.7 million as of June 30, 2023 and December 31, 2022. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets At June 30, 2023 and December 31, 2022, the Company had $620.0 million and $652.5 million of intangible assets in its ATM segment and $40.2 million and $57.8 million in its FBS segment, respectively. The gross carrying amount and accumulated amortization for intangible assets consisted of the following (in millions): June 30, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 740.5 $ 183.8 $ 556.7 Developed technology 71.5 30.2 41.3 Trade names 33.1 5.4 27.7 Acquired technology 20.6 2.9 17.7 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.8 1.1 Total (1) $ 870.5 $ 225.9 $ 644.6 Unamortized Intangible Assets Trade names $ 15.6 $ — $ 15.6 (1) Includes a decrease of $26.0 million related to measurement period adjustments for the Merger recognized during the six months ended June 30, 2023. December 31, 2022 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 754.8 $ 159.4 $ 595.4 Developed technology 71.2 26.5 44.7 Trade names 35.8 4.4 31.4 Acquired technology 23.5 1.6 21.9 Non-compete agreements 2.9 2.7 0.2 Patents 1.9 0.7 1.2 Total $ 890.1 $ 195.3 $ 694.8 Unamortized Intangible Assets Trade names (1) $ 15.5 $ — $ 15.5 (1) During the first quarter of 2022, indefinite-lived trade names and developed technology with net carrying amounts of $4.2 million and $0.5 million were allocated to the disposal group classified as held for sale and subsequently impaired. |
Restructuring and Impairment Ac
Restructuring and Impairment Activities | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Activities | Restructuring and Impairment Activities The Company incurred restructuring and impairment expenses of $0.5 million and $2.4 million for the three months ended June 30, 2023 and 2022, respectively, and $1.3 million and $15.6 million for the six months ended June 30, 2023 and 2022, respectively. Restructuring and impairment expenses in the ATM segment were $0.5 million for the three months ended June 30, 2023 primarily related to the closure of the Appleton, Wisconsin facility. The closure of this facility was substantially completed in September 2021 and its divestiture was planned prior to the Merger. The assets held for sale consist primarily of property, plant and equipment. These assets were measured at fair value as part of the purchase price allocation. Restructuring and impairment expenses for the three months ended June 30, 2022 were $1.1 million, due to the termination of a contract with an existing customer related to exclusivity in product manufacturing. In the ATM segment, restructuring and impairment expenses for the six months ended June 30, 2023 were $1.2 million primarily comprised of $1.0 million related to the closure of the Appleton, Wisconsin facility. Restructuring and impairment expenses for the six months ended June 30, 2022 were $14.0 million, primarily related to the impairment of certain assets in conjunction with the divestiture of a portion of the legacy SWM ATM segment serving the industrials end market. These assets were sold during the third quarter of 2022 for net proceeds of $4.6 million and a loss of $0.4 million. The Company has recognized $2.2 million of accumulated restructuring charges through June 30, 2023 related to the closure of the Appleton, Wisconsin facility. During the remainder of 2023, the Company expects to record additional restructuring related costs in the ATM segment of approximately $1.0 million related to the closing of the Appleton, Wisconsin facility. Restructuring and impairment expenses in the FBS segment for the three months ended June 30, 2023 and 2022 were $0.0 million and $1.3 million, respectively. Restructuring and impairment expenses for the three months ended June 30, 2022 included $1.1 million primarily related to pension benefits for the Winkler, Manitoba facility, which was closed in 2021. In the FBS segment, restructuring and impairment expenses for the six months ended June 30, 2023 and 2022 were $0.1 million and $1.6 million, respectively. Restructuring and impairment expenses for the six months ended June 30, 2022 included $1.4 million primarily related to pension benefits for the Winkler, Manitoba facility. The Company has recognized $2.4 million of accumulated restructuring charges through June 30, 2023 related to the closure of the Winkler, Manitoba facility. Other restructuring related charges are included in corporate General expense as other unallocated items as these costs are not included in management's evaluation of the segments' performance. These expenses were $0.9 million and $1.1 million in the three and six months ended June 30, 2023, respectively, related to the relocation of the corporate headquarters. There were no unallocated restructuring and impairment expenses or other restructuring related charges for the three and six months ended June 30, 2022. The following table summarizes total restructuring, restructuring related, and impairment expense (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restructuring and impairment expense: Severance $ — $ 1.1 $ 0.1 $ 1.3 Asset impairment — — — 12.9 Other 0.5 1.3 1.2 1.4 Total restructuring and impairment expense $ 0.5 $ 2.4 $ 1.3 $ 15.6 Other restructuring related charges - Cost of products sold Accelerated depreciation and amortization $ — $ — $ 0.3 $ — Other restructuring related charges - General expense Accelerated depreciation and amortization 0.9 — 1.1 — Total restructuring and impairment expense and other restructuring related charges $ 1.4 $ 2.4 $ 2.7 $ 15.6 The following table summarizes changes in restructuring liabilities (in millions): Six Months Ended June 30, 2023 2022 Balance at beginning of period $ 4.9 $ 6.2 Accruals for announced programs (0.2) 0.4 Cash payments (0.7) (1.9) Foreign exchange impact — (0.2) Balance at end of period $ 4.0 $ 4.5 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt, net of debt issuance costs, is summarized in the following table (in millions): June 30, December 31, Revolving facility - U.S. dollar borrowings $ 261.0 $ 191.0 Term loan A facility 191.0 192.0 Term loan B facility 343.0 344.8 Delayed draw term loan 625.6 641.9 6.875% Senior unsecured notes due October 1, 2026, net of discount of $3.7 million and $4.3 million at June 30, 2023 and December 31, 2022, respectively (1) 338.8 339.0 French employee profit sharing 3.4 3.0 German loan agreement 10.2 10.7 Other 0.7 0.9 Debt issuance costs (26.1) (29.4) Total debt 1,747.6 1,693.9 Less: Current debt (34.7) (34.6) Total long-term debt $ 1,712.9 $ 1,659.3 (1) Amount includes a $7.5 million and $6.7 million decrease in fair value as of June 30, 2023 and December 31, 2022, respectively, due to changes in benchmark interest rates related to the senior unsecured notes. Refer to Note 11. Derivatives for additional information on our interest rate swaps designated as a fair value hedge. Credit Facility On September 25, 2018, the Company entered into a $700.0 million credit agreement (the “Credit Agreement”), which replaced the Company’s previous senior secured credit facilities and provides for a five-year $500.0 million revolving line of credit (the “Revolving Credit Facility”) and a seven-year $200.0 million bank term loan facility (the “Term Loan A Facility”). Subject to certain conditions, including the absence of a default or event of default under the Credit Agreement, the Company may request incremental loans to be extended under the Revolving Credit Facility or as additional Term Loan Facilities so long as the Company is in pro forma compliance with the financial covenants set forth in the Credit Agreement and the aggregate of such increases does not exceed $400.0 million. On February 10, 2021, the Company amended its Credit Agreement to, among other things, add a new seven-year $350.0 million Term Loan B Facility (the “Term Loan B Facility”) and to decrease the incremental loans that may be extended at the Company’s request to $250.0 million. The amended Credit Agreement was further amended effective February 22, 2022 to adjust the step-down schedule for the maximum net debt to EBITDA ratio. On May 6, 2022, the Company further amended its Credit Agreement in order to extend the maturity of the Revolving Credit Facility and the Term Loan A Facility to May 6, 2027, and to increase the availability under the Revolving Credit Facility, subject to consummation of the Merger, to $600.0 million. Additionally, the Company added a $650.0 million delayed draw term loan facility (the "Delayed Draw Term Loan Facility"), which the Company borrowed on July 5, 2022, in connection with the Merger. The Delayed Draw Term Loan Facility matures on May 6, 2027. On June 5, 2023, the Company amended its Credit Agreement to replace LIBOR-based rates with term-SOFR for the Term Loan B Facility. This was effective July 1, 2023. Refer to Note 16. Subsequent Events for further information. Borrowings under the amended Term Loan A Facility ("Term Loan A Credit Facility") will bear interest, at a rate equal to either (1) a forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”), plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) Term SOFR plus 1.0%, in each case plus the applicable margin. The applicable margin for borrowings under the Term Loan A Credit Facility is expected to range from 1.25% to 2.75% for SOFR loans and from 0.25% to 1.75% for base rate loans, in each case depending on the Company’s then current net debt to EBITDA ratio. Borrowings under the amended Revolving Facility or the Delayed Draw Term Loan facility in U.S. dollars will bear interest, at the Company’s option, at a rate equal to either (1) a forward-looking term rate based on Term SOFR, plus the applicable margin or (2) the highest of (a) the federal funds effective rate plus 0.5%, (b) the rate of interest as published by the Wall Street Journal as the “bank prime loan” rate, and (c) one-month Term SOFR plus 1.0%, in each case plus the applicable margin. Borrowings under the Revolving Facility in Euros will bear interest at a rate equal to the reserve-adjusted Euro interbank offered rate, or EURIBOR, plus the applicable margin. The applicable margin for borrowings under the revolving credit agreement is expected to range from 1.00% to 2.50% for SOFR loans and EURIBOR loans, and from 0.00% to 1.50% for base rate loans, in each case, depending on the Company’s then current net debt to EBITDA ratio. Borrowings under the Term Loan B Facility will bear interest, at the Company's option, at either (i) 3.75% in excess of a reserve adjusted LIBOR rate (subject to a minimum floor of 0.75%) or (ii) 2.75% in excess of an alternative base rate. Under the terms of the amended Credit Agreement, the Company is required to maintain certain financial ratios and comply with certain financial covenants, including maintaining a net debt to EBITDA ratio, as defined in the amended Credit Agreement, calculated on a trailing four fiscal quarter basis, not greater than 5.00x and an interest coverage ratio, also as defined in the amended Credit Agreement, of not less than 3.00x. The maximum allowable net debt to EBITDA ratio will decrease quarterly returning to 4.50x effective as of December 2023. In addition, borrowings and loans made under the amended Credit Agreement are secured by substantially all of the Company’s and the guarantors’ personal property, excluding certain customary items of collateral, and will be guaranteed by the Company’s existing and future wholly-owned direct material domestic subsidiaries and by SWM Luxembourg. The Company was in compliance with all of its covenants under the amended Credit Agreement at June 30, 2023. Indenture for 6.875% Senior Unsecured Notes Due 2026 On September 25, 2018, the Company closed a private offering of $350.0 million of 6.875% senior unsecured notes due 2026 (the “Notes”). The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement between the Company, certain subsidiaries of the Company and a third-party financial institution, as representative of the initial purchasers. The Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned subsidiaries that is a borrower under or that guarantees obligations under the amended Credit Agreement or that guarantees certain other indebtedness, subject to certain exceptions. The Notes were issued pursuant to an Indenture, dated as of September 25, 2018 (the “Indenture”), by and among the Company, the guarantors listed therein and a third-party financial institution, as trustee. The Indenture provides that interest on the Notes will accrue from September 25, 2018 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019, and the Notes mature on October 1, 2026. The Company may redeem some or all of the Notes at any time on or after October 1, 2021, at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company sells certain assets or consummates certain change of control transactions, the Company will be required to make an offer to repurchase the Notes, subject to certain conditions. The Indenture contains certain covenants that, among other things, limit the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, make certain dividends, repurchase Company stock or make other distributions, make certain investments, create liens, transfer or sell assets, merge or consolidate and enter into transactions with the Company’s affiliates. Such covenants are subject to a number of exceptions and qualifications set forth in the Indenture. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency. The Company was in compliance with all of its covenants under the Indenture at June 30, 2023. Other On May 30, 2022, Neenah entered into a project financing agreement for the construction of a melt blown machine (the "German Loan Agreement"). This debt was assumed by the Company upon consummation of the Merger. The German Loan Agreement provided $10.7 million of construction financing which is secured by the melt blown machine. The loan matures in March 2027 and principal is repaid in equal quarterly installments beginning in June 2023. The interest rate on amounts outstanding is 1.75% and is payable quarterly. As of June 30, 2023, the average interest rate was 7.82% on outstanding Revolving Facility borrowings, 7.95% on outstanding Term Loan A Credit Facility borrowings, 9.00% on outstanding Term Loan B Facility borrowings, and 7.70% on outstanding Delayed Draw Term Loan Facility borrowings. The effective rate on the 6.875% senior unsecured notes due 2026 was 7.248%. The weighted average effective interest rate on the Company's debt facilities, including the impact of interest rate hedges, was approximately 5.87% and 4.52% for the six months ended June 30, 2023 and 2022, respectively. Principal Repayments The following is the expected maturities for the Company's debt obligations as of June 30, 2023 (in millions): 2023 $ 20.7 2024 41.9 2025 41.3 2026 380.5 2027 962.0 Thereafter 327.3 Total $ 1,773.7 Fair Value of Debt |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives In the normal course of business, the Company is exposed to foreign currency exchange rate risk and interest rate risk on its variable-rate debt. To manage these risks, the Company utilizes a variety of practices including, where considered appropriate, derivative instruments. The Company has no derivative instruments for trading or speculative purposes or derivatives with credit risk-related contingent features. All derivative instruments used by the Company are either exchange traded or are entered into with major financial institutions to reduce credit risk and risk of nonperformance by third parties. The fair values of the Company’s derivative instruments are determined using observable inputs and are considered Level 2 assets or liabilities. The Company utilizes currency forward, swap and, to a lesser extent, option contracts to selectively hedge its exposure to foreign currency risk when it is practical and economical to do so. The use of these contracts minimizes transactional exposure to exchange rate changes. We designate certain of our foreign currency hedges as cash flow hedges. Changes in the fair value of cash flow hedges are reported as a component of Accumulated other comprehensive loss, net of tax and reclassified into earnings when the forecasted transaction affects earnings. For foreign exchange contracts not designated as cash flow hedges, changes in the contracts’ fair values are recorded to Net income (loss) each period. The Company selectively hedges its exposure to interest rate increases on variable-rate, long-term debt when it is practical and economical to do so. Changes in the fair value of interest rate contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive loss, net of tax and reclassified into earnings when the forecasted transaction affects earnings. Interest rate contracts are also used to hedge changes in the fair value of a portion of our senior unsecured notes attributable to changes in the benchmark interest rate. Changes in the fair value of the interest rate contracts and corresponding portion of the hedged debt are recognized in Interest expense. The Company also uses cross-currency swap contracts to selectively hedge its exposure to foreign currency related changes in our net investments in certain foreign operations. We designate these cross-currency swap contracts as net investment hedges. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive loss, net of tax and reclassified into earnings when the foreign investment is sold or substantially liquidated. During the second quarter of 2022, the Company entered into cross-currency swaps, with a combined notional value of €450.0 million ($478.2 million) maturing on April 1, 2024 and 2025 and October 1, 2026, designated as a hedge of a portion of the Company’s net investment in Euro-denominated subsidiaries. These contracts involve the periodic exchange of U.S. dollar fixed interest rate payments for fixed Euro-denominated payments over the respective contract terms, in addition to an exchange of notional amounts upon maturity. One cross-currency swap involves the periodic exchange of U.S. dollar variable interest rate payments for Euro-denominated variable payments. During 2019 and 2021, the Company entered into a series of pay-fixed, receive-variable interest rate swaps, maturing on January 31, 2027 and December 31, 2027. During March 2022, the interest rate swaps, which had a combined notional value of $500.0 million were terminated and a total settlement of $23.6 million was received from the counterparties. The settlement amount, which represents the fair value of contracts at the time of termination, was recorded in Accumulated other comprehensive loss, net of tax and will be amortized as a component of Interest expense over the remaining term of the hedged forecasted transaction. During March 2022, immediately following the termination of the aforementioned interest rate swaps, the Company entered into pay-fixed, receive-variable interest rate swaps, maturing on January 31, 2027 and December 31, 2027. The swaps have a combined notional value of $500.0 million which declines over the terms of the underlying contracts. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. During June 2022, the Company entered into a fixed to float interest rate swap with a notional amount of $173.4 million, maturing on October 1, 2026. The swap was designated as a fair value hedge for a portion of our 6.875% senior unsecured notes due in 2026. The contract involves the periodic exchange of fixed interest rate payments for variable payments. During September 2022, the Company entered into pay-fixed, receive-variable interest rate swaps, maturing on May 6, 2027 and April 20, 2028. The swaps have a combined notional value of $650.0 million which declines over the terms of the underlying contracts. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at June 30, 2023 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts - net investment hedge Accounts receivable, net $ 1.4 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts - net investment hedge Other assets — Other liabilities 14.6 Interest rate contracts - cash flow hedge Accounts receivable, net 0.5 Accrued expenses and other current liabilities — Interest rate contracts - cash flow hedge Other assets 41.7 Other liabilities — Interest rate contracts - fair value hedge Other assets — Other liabilities 7.5 Total derivatives designated as hedges $ 43.6 $ 22.3 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 2.3 Accrued expenses and other current liabilities 2.0 Total derivatives not designated as hedges $ 2.3 $ 2.0 Total derivatives $ 45.9 $ 24.3 The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2022 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts - net investment hedge Accounts receivable, net $ 2.4 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts - net investment hedge Other assets 1.1 Other liabilities 4.7 Interest rate contracts - cash flow hedge Accounts receivable, net 0.6 Accrued expenses and other current liabilities — Interest rate contracts - cash flow hedge Other assets 38.1 Other liabilities — Interest rate contracts - fair value hedge Other assets — Other liabilities 6.7 Total derivatives designated as hedges $ 42.2 $ 11.6 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 2.7 Accrued expenses and other current liabilities 2.1 Total derivatives not designated as hedges $ 2.7 $ 2.1 Total derivatives $ 44.9 $ 13.7 The following table presents the fair value of fixed-to-floating interest rate swaps designated as a fair value hedge of our Notes and the respective balance sheet location at June 30, 2023 (in millions): Balance Sheet Location Carrying Amount of Hedged Item Cumulative Amount of Adjustment Included in Carrying Amount Interest rate contracts - fair value hedge Long-term debt $ 338.8 $ (7.5) Refer to Note 10. Debt for further information on the Notes. The following table provides the net effect that derivative instruments designated in hedging relationships had on Accumulated other comprehensive loss, net of tax and results of operations (in millions): Derivatives Designated in Hedging Relationships Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax Location of Gain (Loss) Reclassified Gain (Loss) Reclassified Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as cash flow hedge Foreign exchange contracts $ 0.2 $ 0.3 $ 0.2 $ 0.2 Other income,(expense) net $ 0.1 $ — $ 0.1 $ (0.1) Interest rate contracts 4.4 6.4 (12.8) 28.1 Interest expense (6.8) (0.5) (12.6) (1.5) Derivatives designated as net investment hedge Foreign exchange contracts (2.7) 30.0 (8.3) 43.6 Total gain/(loss) $ 1.9 $ 36.7 $ (20.9) $ 71.9 $ (6.7) $ (0.5) $ (12.5) $ (1.6) The Company's designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing for the three and six months ended June 30, 2023 and 2022, other than those related to the cross-currency swaps, noted below. The Company’s net investment hedges were designated with terms based on the spot rate of the EUR. Future changes in the components related to the spot change on the notional will be recorded as a component of Accumulated other comprehensive loss, net of tax until the hedged subsidiaries are substantially liquidated. All coupon payments are recorded in earnings and the initial value of excluded components currently recorded in Accumulated other comprehensive loss, net of tax as an unrealized translation adjustment are amortized to Interest expense over the remaining term of the swap. For the three months ended June 30, 2023 and 2022, the Company recognized as income $2.1 million and $2.2 million, respectively, in Interest expense as derivative amounts excluded from effectiveness testing. For the six months ended June 30, 2023 and 2022, the Company recognized as income $4.6 million and $4.8 million, respectively, in Interest expense as derivative amounts excluded from effectiveness testing. The following table provides the effect the derivative instruments not designated as cash flow hedging instruments had on Net income (loss) (in millions): Derivatives Not Designated as Cash Flow Hedging Instruments Location of Gain (Loss) Recognized Amount of Gain (Loss) Recognized Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Foreign exchange contracts Other income (expense), net $ (1.1) $ 0.6 $ (1.1) $ (0.5) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Brazil SWM-Brazil ("SWM-B") received assessments from the tax authorities of the State of Rio de Janeiro (the "State") for unpaid Imposto sobre Circulação de Mercadorias e Serviços ("ICMS") and Fundo Estadual de Combate à Pobreza ("FECP") value-added taxes on interstate purchases of electricity. The State issued four sets of assessments against SWM-B for periods from May 2006 through December 2017 (collectively the "Electricity Assessments"). The first through fourth assessments were received in February 2008, June 2011, October 2013, and August 2018, respectively. SWM-B challenged all Electricity Assessments in administrative proceedings before the State tax council (in the Junta de Revisão Fiscal “first-level administrative court” and the Conselho de Contribuintes “administrative appellate court”) based on Resolution 1.610/89, which defers these taxes on electricity purchased by an "electricity-intensive consumer." In 2014, a majority of the administrative appellate court sitting en banc ruled against SWM-B in each of the first and second Electricity Assessments ($12.3 million based on the foreign currency exchange rate at June 30, 2023), and SWM-B is now pursuing challenges to these assessments in the State judicial system where SWM-B obtained preliminary injunctions against enforcement of both assessments. In March 2020, the first-level judicial court ruled in favor of SWM-B in the second Electricity Assessment, a decision that is now on appeal. The third Electricity Assessment was dismissed on technical grounds in 2018. In August 2018, the State filed revised fourth Electricity Assessments for a combined amount of $10.3 million. SWM-B filed challenges to these 2018 assessments in the first-level administrative court on the same grounds as the older cases, receiving unfavorable rulings from the courts in 2019. Both 2019 decisions are being appealed. The State issued a new regulation effective January 1, 2018 that only specific industries are “electricity-intensive consumers,” a list that excludes paper manufacturers. SWM-B contends this regulation shows that paper manufacturers were electricity-intensive consumers eligible to defer ICMS before 2018. As SWM-B cannot determine the outcome of the Electricity Assessments matters, no loss has been accrued in our unaudited condensed consolidated financial statements. Germany In January 2015, the Company initiated patent infringement proceedings in Germany against Glatz under multiple low ignition propensity ("LIP") related patents. In December 2017, the Dusseldorf Appeal Court affirmed the German District Court judgment on infringement of EP1482815 against Glatz. The Company filed an action against Glatz in the German District Court to set the amount of damages for the infringement and Glatz filed a counterclaim. Glatz filed an action in the German Patent Court to invalidate the German part of EP1482815. The German Patent Court held that some of the patent claims at issue were invalid and also that another claim at issue was valid. The Company appealed the portion of the decision with respect to the claims held to be invalid. The German Supreme Court held that the claims of German counterpart of EP1482815 relevant to the Glatz infringement action were invalid. This ruling has the effect of nullifying the infringement decision and injunction against Glatz and the Company’s claim for damages against Glatz. Glatz’s counterclaim against the Company was settled in June 2023. The Company recognized a $4.9 million loss during the three months ended June 30, 2023, which is included in Other income (expense), net in the unaudited Condensed Consolidated Statements of Income (Loss). Environmental Matters The Company's operations are subject to various nations' federal, state and local laws, regulations and ordinances relating to environmental matters. The nature of the Company's operations exposes it to the risk of claims with respect to various environmental matters, and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in order to comply with environmental laws and regulations, it believes that its future cost of compliance with environmental laws, regulations and ordinances, and its exposure to liability for environmental claims and its obligation to participate in the remediation and monitoring of certain hazardous waste disposal sites, will not have a material effect on its financial condition or results of operations. However, future events, such as changes in existing laws and regulations, or unknown contamination or costs of remediation of sites owned, operated or used for waste disposal by the Company (including contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional costs which could have a material effect on its financial condition or results of operations. Employees and Labor Relations As of June 30, 2023, approximately 21% of the Company's U.S. workforce and 37% of its Non-U.S. workforce are under collective bargaining agreements. Approximately 1% of all U.S. employees and 30% of Non-U.S. employees are under collective bargaining agreements that will expire in the next 12 months. For the Non-U.S. workforce, union membership is voluntary and does not need to be disclosed to the Company under local laws. As a result, the number of employees covered by the collective bargaining agreements in some countries cannot be determined. General Matters In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in certain other judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured regulatory, employment, intellectual property, general and commercial liability, environmental and other matters. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial condition, results of operations or cash flows. However, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial condition, results of operations or cash flows. |
Postretirement and Other Benefi
Postretirement and Other Benefits | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Postretirement and Other Benefits | Postretirement and Other Benefits The Company sponsors a number of different defined contribution retirement plans, alternative retirement plans and/or defined benefit pension plans across its operations. Defined benefit pension plans are sponsored in the United States, France, United Kingdom, Germany, Italy, Netherlands, and Canada and OPEB benefits related to post-employment healthcare and life insurance are sponsored in the United States, Germany, and Canada. As of June 30, 2022, the Company's Canadian and U.S. OPEB liability were immaterial and therefore not included in these disclosures. In connection with the Merger, the Company assumed Neenah's defined benefit pension and OPEB plans, as well as sponsorship of the defined contribution retirement plan. In addition, Neenah has a supplemental employee retirement plan ("SERP"), which is a non-qualified defined benefit plan, and a supplemental retirement contribution plan ("SRCP"), which is a non-qualified, unfunded defined contribution plan. The Company provides benefits under the non-qualified SERP and SRCP plans to the extent necessary to fulfill the intent of its retirement plans without regard to the limitations set by the Internal Revenue Code on qualified retirement benefit plans. Pension and Other Benefits The components of net pension cost (benefit) were as follows (in millions): Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Three Months Ended June 30, 2023 2022 2023 2022 2023 Service cost $ 0.4 $ — $ 0.4 $ 0.3 $ 0.1 $ 0.3 Interest cost 4.5 0.8 2.3 0.6 0.3 0.1 Expected return on plan assets (5.6) (1.0) (1.1) (0.7) — — Amortizations and other — 0.4 0.2 0.2 — — Net pension cost (benefit) $ (0.7) $ 0.2 $ 1.8 $ 0.4 $ 0.4 $ 0.4 Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Six Months Ended June 30, 2023 2022 2023 2022 2023 Service cost $ 0.8 $ — $ 0.9 $ 0.7 $ 0.1 $ 0.6 Interest cost 8.9 1.6 4.6 1.2 0.6 0.1 Expected return on plan assets (11.1) (2.0) (2.2) (1.3) — — Amortizations and other — 0.8 0.3 0.3 — — Net pension cost (benefit) $ (1.4) $ 0.4 $ 3.6 $ 0.9 $ 0.7 $ 0.7 The components of net pension cost (benefit) other than the service cost component are included in Other income (expense), net in the unaudited Condensed Consolidated Statements of Income (Loss). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For interim financial reporting, the Company estimates the annual tax rate based on projected taxable income for the full year and records a quarterly income tax provision in accordance with ASC 740-270, Accounting for Income Taxes in Interim Periods. These interim estimates are subject to variation due to several factors, including the ability of the Company to accurately forecast pre-tax and taxable income and loss by jurisdiction, changes in laws or regulations, and expenses or losses for which tax benefits are not recognized. Jurisdictions with a projected loss for the year or an actual year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate. The impact of including these jurisdictions on the quarterly effective tax rate calculations could result in a higher or lower effective tax rate during a quarter, based upon the mix and timing of actual earnings versus annual projections. Prior to the passage of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely reinvested and accordingly, no deferred taxes were provided. Due to the Tax Act, the Company has significant previously taxed earnings and profits from its foreign subsidiaries, as a result of transition tax, that is generally able to be repatriated free of U. S. federal tax. In addition, future earnings of foreign subsidiaries are generally expected to be able to be repatriated free of U.S. federal income tax because these earnings were taxed in the U.S. under the GILTI regime or would be eligible for a 100% dividends received deduction. As a result of the Company’s treasury policy to simplify and expediate its intercompany cash flows, as evidenced by the use of cash pooling, and in light of the Company’s demonstrated goal of driving growth though inorganic/acquisitional means, the Company does not assert indefinite reinvestment to the extent of each controlled foreign corporation's earnings and profits and to the extent of any foreign partnership’s U.S. tax capital accounts. As a result, the Company has provided for non-U.S. withholding taxes, U.S. federal tax related to currency movement on previously taxed earnings and profits, and U.S. state taxes on unremitted earnings. All unrecognized tax positions could impact the Company's effective tax rate if recognized. There have been no material changes to the Company’s unrecognized tax positions for the three and six months ended June 30, 2023. With respect to penalties and interest incurred from income tax assessments or related to unrecognized tax benefits, the Company’s policy is to classify penalties as provision for income taxes and interest as interest expense in its unaudited Condensed Consolidated Statements of Income (Loss). There were no material income tax penalties or interest accrued during the three and six months ended June 30, 2023 or 2022. The Company's effective tax rate from continuing operations was 330.0% and 31.3% for the three months ended June 30, 2023 and 2022, respectively. The net change was primarily due to a valuation allowance expense in the current period recorded against certain income tax credits. The Company's effective tax rate from continuing operations was (51.2)% and 41.1% for the six months ended June 30, 2023 and 2022, respectively. The net change was primarily due to a valuation allowance expense in the current period. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Prior to the completion of the Merger, we operated in two reporting segments: Advanced Materials & Structures and Engineered Papers. Effective with the Merger, the Company reassessed its reporting segments. Management concluded that it has two operating product line segments that are also the reporting segments for financial reporting purposes: Advanced Technical Materials and Fiber-Based Solutions. ATM is comprised of the legacy SWM Advanced Materials & Structures segment and FBS is comprised of the legacy Engineered Papers segment. As such, there were no changes to the historical results of these segments. The merged Neenah segments have been allocated to ATM and FBS based on performance, market focus, technologies, and reporting structure. The ATM segment provides solutions that filter and purify air and liquids, supports adhesive and protective applications, advances healing and wellness, and solves some of material science’s most demanding performance needs across a number of categories. The FBS segment leverages the company’s extensive natural fiber capabilities to provide specialty solutions for various end-uses, including sustainable packaging, imaging and communications, home and office, consumer goods, and other applications. The accounting policies of the reporting segments are the same as those described in Note 2. Summary of Significant Accounting Policies in the notes to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. Information about Net Sales and Operating Profit The Company primarily evaluates segment performance and allocates resources based on operating profit. General corporate expenses that do not directly support the operations of the business segments are unallocated expenses. Assets are managed on a total company basis and are therefore not disclosed at the segment level. Net sales and operating profit by segments were (in millions): Net Sales Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 ATM $ 419.8 $ 288.1 $ 854.1 $ 561.0 FBS 248.5 138.3 493.2 272.2 Total Consolidated $ 668.3 $ 426.4 $ 1,347.3 $ 833.2 Operating Profit Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 ATM $ 35.1 $ 29.4 $ 72.7 $ 39.7 FBS 31.9 22.4 38.1 48.1 Unallocated (33.4) (24.0) (67.9) (49.4) Total Consolidated $ 33.6 $ 27.8 $ 42.9 $ 38.4 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Effective July 1, 2023, pursuant to the amended Credit Agreement on June 5, 2023, borrowings under the Term Loan B Facility in U.S. dollar will bear interest equal to a forward-looking term rate based on Term SOFR (subject to a minimum floor of 0.75%) plus 2.75%. Borrowings under the Term Loan B Facility in Euros will bear interest equal to EURIBOR (subject to a minimum floor of 0%) plus 3.75%. On August 1, 2023, the Company entered into a final, binding and irrevocable offer letter (the “Offer Letter”) with Evergreen Hill Enterprise Pte. Ltd., an affiliate of PT Bukit Muria Jaya (“Evergreen Hill Enterprise”) pursuant to which Evergreen Hill Enterprise made a binding offer (the “Offer”) to acquire the Company’s Engineered Papers business for $620.0 million in cash, subject to customary closing date adjustments (the “Engineered Papers Transaction”). In connection with the Offer, the Company has agreed to initiate the required employee consultation process with its French works councils, and the Company may accept the Offer by delivering to Evergreen Hill Enterprise written notice of its decision to accept the Offer after the French Consultation Process has concluded. The Offer is valid until the earlier of (i) the date which is five (5) business days after the Pre-Signing Processes (as defined in the Offer Letter) have been completed and (ii) four (4) months after August 1, 2023. The Offer Letter requires the Company to pay a termination fee of $24.8 million if (a) Evergreen Hill Enterprise terminates the Offer Letter as a result of the Company's breach of their exclusivity obligations or (b) if any person has made an alternative proposal prior to the termination of the Offer, the Company fails to accept the Offer and, within 12 months after the termination of the Offer, the Company enters into a definitive agreement with respect to any alternative proposal. The Engineered Papers Transaction is expected to close in the fourth quarter of 2023. Upon closing of the transaction, the Company expects to record a gain on sale. As a result of the proposed transaction, we expect our Engineered Papers business to be presented as a discontinued operation in the third quarter of 2023, its net assets classified as held for sale, and certain prior period amounts retrospectively revised to reflect these changes. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ (4.5) | $ 11.8 | $ (12.2) | $ 13.4 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and the notes thereto have been prepared in accordance with the instructions on Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements and these notes thereto included herein should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 1, 2023. |
Reclassifications | ReclassificationsCertain prior year amounts on the unaudited Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation for comparative purposes. Prior year's classification of certain end markets in the legacy SWM Advanced Materials & Structures segment have been reclassified to conform to the current year presentation of ATM's end markets for comparative purposes. |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. The significant estimates underlying our unaudited condensed consolidated financial statements include, but are not limited to, inventory valuation, useful lives of tangible and intangible assets, business acquisitions, equity-based compensation, derivatives, receivables valuation, pension, postretirement and other benefits, taxes and contingencies. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The new standard provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform and the anticipated discontinuance of the London Interbank Offered Rate ("LIBOR") if certain criteria are met. The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, FASB issued ASU 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848", which extended the final sunset date from December 31, 2022 to December 31, 2024. The provisions of ASU 2020-04 and ASU 2022-06 were adopted effective April 1, 2022 and December 21, 2022, respectively, and did not have a material impact on the unaudited condensed consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Net sales are attributed to the following geographic locations of the Company’s direct customers (in millions): Three Months Ended June 30, 2023 2022 ATM FBS Total ATM FBS Total United States $ 187.9 $ 121.0 $ 308.9 $ 174.6 $ 37.1 $ 211.7 Europe and the former Commonwealth of Independent States 141.9 58.1 200.0 65.4 51.0 116.4 Asia-Pacific 45.2 37.4 82.6 38.6 26.2 64.8 Americas (excluding U.S.) 33.4 24.0 57.4 3.5 16.9 20.4 Other foreign countries 11.4 8.0 19.4 6.0 7.1 13.1 Net sales $ 419.8 $ 248.5 $ 668.3 $ 288.1 $ 138.3 $ 426.4 Six Months Ended June 30, 2023 2022 ATM FBS Total ATM FBS Total United States $ 395.6 $ 253.1 $ 648.7 $ 326.6 $ 75.7 $ 402.3 Europe and the former Commonwealth of Independent States 293.1 112.7 405.8 129.5 102.0 231.5 Asia-Pacific 91.2 64.6 155.8 74.0 51.1 125.1 Americas (excluding U.S.) 52.3 46.3 98.6 17.7 29.6 47.3 Other foreign countries 21.9 16.5 38.4 13.2 13.8 27.0 Net sales $ 854.1 $ 493.2 $ 1,347.3 $ 561.0 $ 272.2 $ 833.2 |
Schedule of Disaggregation of Revenue, Percent | Net sales as a percentage by end market for the ATM business were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Industrials 32 % 37 % 32 % 37 % Protective solutions 16 % 31 % 16 % 31 % Filtration 25 % 16 % 26 % 16 % Healthcare 16 % 16 % 15 % 16 % Release liners 11 % — % 11 % — % Net sales 100 % 100 % 100 % 100 % Net sales as a percentage by end market for the FBS business were as follows: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Packaging and specialty papers 43 % — % 45 % — % Engineered papers 57 % 100 % 55 % 100 % Net sales 100 % 100 % 100 % 100 % |
Schedule of Reverse Receivables Programs and Receivable Sales Agreement | The following table summarizes the activity under the Receivables Sales Agreement and Reverse Receivables Programs (in millions): Six Months Ended June 30, 2023 Trade accounts receivable sold to financial institutions $ 639.9 Cash proceeds from financial institutions 633.6 |
Other Comprehensive Income (Tab
Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss | Components of Accumulated other comprehensive loss, net of tax, were as follows (in millions): June 30, 2023 December 31, 2022 Accumulated pension and OPEB liability adjustments, net of income tax benefit of $1.8 million and $2.5 million at June 30, 2023 and December 31, 2022, respectively $ (10.4) $ (10.9) Accumulated unrealized gain on derivative instruments, net of income tax benefit of $14.0 million and $12.9 million at June 30, 2023 and December 31, 2022, respectively 44.3 44.4 Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $15.6 million and $17.0 million at June 30, 2023 and December 31, 2022, respectively (107.3) (128.9) Accumulated other comprehensive loss, net of tax $ (73.4) $ (95.4) |
Schedule of Changes in Components of Other Comprehensive Loss | Changes in the components of Accumulated other comprehensive loss, net of tax, were as follows (in millions): Three Months Ended June 30, 2023 2022 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ — $ — $ — $ 1.5 $ 1.1 $ 2.6 Derivative instrument adjustments 15.1 (3.8) 11.3 12.5 (3.5) 9.0 Unrealized foreign currency translation adjustments 3.2 — 3.2 (33.7) 13.9 (19.8) Total $ 18.3 $ (3.8) $ 14.5 $ (19.7) $ 11.5 $ (8.2) Six Months Ended June 30, 2023 2022 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ 1.2 $ (0.7) $ 0.5 $ 2.8 $ (0.9) $ 1.9 Derivative instrument adjustments 1.0 (1.1) (0.1) 34.9 (3.2) 31.7 Unrealized foreign currency translation adjustments 23.0 (1.4) 21.6 (27.6) 16.5 (11.1) Total $ 25.2 $ (3.2) $ 22.0 $ 10.1 $ 12.4 $ 22.5 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The preliminary fair values of the assets acquired and liabilities assumed as of the Merger date were as follows (in millions): Preliminary Allocation as of June 30, 2023 Adjustments Preliminary Allocation as of July 6, 2022 Cash and cash equivalents $ 55.9 $ — $ 55.9 Accounts receivable, net 198.1 (8.5) 206.6 Inventory, net 194.5 2.7 191.8 Other current assets 27.8 0.3 27.5 Property, plant and equipment, net 463.6 10.0 453.6 Intangible assets, net 236.9 17.9 219.0 Other assets 41.7 (0.1) 41.8 Total assets $ 1,218.5 $ 22.3 $ 1,196.2 Current debt $ 1.9 $ — $ 1.9 Accounts payable and other current liabilities 199.3 (8.6) 207.9 Long-term debt 22.8 — 22.8 Deferred income tax liabilities 86.3 18.6 67.7 Other liabilities 82.7 0.7 82.0 Net assets acquired $ 825.5 $ 11.6 $ 813.9 Goodwill 230.8 (11.6) 242.4 Total consideration $ 1,056.3 $ — $ 1,056.3 |
Schedule of Components of Identifiable Intangible Assets | The following table sets forth the components of identifiable intangible assets (in millions) and their estimated useful lives (in years): Fair Value Weighted-Average Amortization Period (Years) Amortizable intangible assets: Customer relationships $ 202.3 14.3 Trade names 14.4 20 Developed technology 20.2 7 Total amortizable intangible assets $ 236.9 |
Schedule of Actual and Pro Forma Net Sales and Income from Continuing Operations | The unaudited supplemental pro forma financial information presented below is not necessarily indicative of consolidated results of operations of the combined business had the Merger occurred as of January 1, 2021 (in millions): Three Months Ended June 30, Six Months Ended June 30, 2022 Net sales $ 733.2 $ 1,424.8 Net income 22.6 20.3 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Common and Potential Common Shares Outstanding Used in Earnings Per Share Calculation | A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net income (loss) per share follows (in millions, shares in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator (basic and diluted): Net income (loss) $ (4.5) $ 11.8 $ (12.2) $ 13.4 Less: Dividends to participating securities (0.1) (0.3) (0.2) (0.5) Net income (loss) attributable to Common Stockholders $ (4.6) $ 11.5 $ (12.4) $ 12.9 Denominator: Average number of common shares outstanding 54,656.4 31,260.1 54,570.1 31,209.3 Effect of dilutive stock-based compensation (1) — 149.7 — 202.7 Average number of common and potential common shares outstanding 54,656.4 31,409.8 54,570.1 31,412.0 (1) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories by Major Class | The following table summarizes inventories by major class (in millions): June 30, December 31, Raw materials $ 191.8 $ 206.0 Work in process 87.8 80.5 Finished goods 218.8 223.9 Supplies and other 23.2 24.5 Total inventories $ 521.6 $ 534.9 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill by Reporting Segment | The changes in the carrying amount of goodwill by reporting segment were as follows (in millions): ATM FBS Total Balance at December 31, 2022 $ 842.6 $ 4.6 $ 847.2 Goodwill acquired during the period (1) 16.4 — 16.4 Foreign currency translation 11.2 0.1 11.3 Balance at June 30, 2023 $ 870.2 $ 4.7 $ 874.9 (1) Related to the measurement period adjustments for the Merger. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortized Intangible Assets | The gross carrying amount and accumulated amortization for intangible assets consisted of the following (in millions): June 30, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 740.5 $ 183.8 $ 556.7 Developed technology 71.5 30.2 41.3 Trade names 33.1 5.4 27.7 Acquired technology 20.6 2.9 17.7 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.8 1.1 Total (1) $ 870.5 $ 225.9 $ 644.6 Unamortized Intangible Assets Trade names $ 15.6 $ — $ 15.6 (1) Includes a decrease of $26.0 million related to measurement period adjustments for the Merger recognized during the six months ended June 30, 2023. December 31, 2022 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 754.8 $ 159.4 $ 595.4 Developed technology 71.2 26.5 44.7 Trade names 35.8 4.4 31.4 Acquired technology 23.5 1.6 21.9 Non-compete agreements 2.9 2.7 0.2 Patents 1.9 0.7 1.2 Total $ 890.1 $ 195.3 $ 694.8 Unamortized Intangible Assets Trade names (1) $ 15.5 $ — $ 15.5 (1) During the first quarter of 2022, indefinite-lived trade names and developed technology with net carrying amounts of $4.2 million and $0.5 million were allocated to the disposal group classified as held for sale and subsequently impaired. |
Schedule of Unamortized Intangible Assets | The gross carrying amount and accumulated amortization for intangible assets consisted of the following (in millions): June 30, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 740.5 $ 183.8 $ 556.7 Developed technology 71.5 30.2 41.3 Trade names 33.1 5.4 27.7 Acquired technology 20.6 2.9 17.7 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.8 1.1 Total (1) $ 870.5 $ 225.9 $ 644.6 Unamortized Intangible Assets Trade names $ 15.6 $ — $ 15.6 (1) Includes a decrease of $26.0 million related to measurement period adjustments for the Merger recognized during the six months ended June 30, 2023. December 31, 2022 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 754.8 $ 159.4 $ 595.4 Developed technology 71.2 26.5 44.7 Trade names 35.8 4.4 31.4 Acquired technology 23.5 1.6 21.9 Non-compete agreements 2.9 2.7 0.2 Patents 1.9 0.7 1.2 Total $ 890.1 $ 195.3 $ 694.8 Unamortized Intangible Assets Trade names (1) $ 15.5 $ — $ 15.5 (1) During the first quarter of 2022, indefinite-lived trade names and developed technology with net carrying amounts of $4.2 million and $0.5 million were allocated to the disposal group classified as held for sale and subsequently impaired. |
Restructuring and Impairment _2
Restructuring and Impairment Activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Changes in Restructuring and Impairment Expense | The following table summarizes total restructuring, restructuring related, and impairment expense (in millions): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Restructuring and impairment expense: Severance $ — $ 1.1 $ 0.1 $ 1.3 Asset impairment — — — 12.9 Other 0.5 1.3 1.2 1.4 Total restructuring and impairment expense $ 0.5 $ 2.4 $ 1.3 $ 15.6 Other restructuring related charges - Cost of products sold Accelerated depreciation and amortization $ — $ — $ 0.3 $ — Other restructuring related charges - General expense Accelerated depreciation and amortization 0.9 — 1.1 — Total restructuring and impairment expense and other restructuring related charges $ 1.4 $ 2.4 $ 2.7 $ 15.6 The following table summarizes changes in restructuring liabilities (in millions): Six Months Ended June 30, 2023 2022 Balance at beginning of period $ 4.9 $ 6.2 Accruals for announced programs (0.2) 0.4 Cash payments (0.7) (1.9) Foreign exchange impact — (0.2) Balance at end of period $ 4.0 $ 4.5 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt, net of debt issuance costs, is summarized in the following table (in millions): June 30, December 31, Revolving facility - U.S. dollar borrowings $ 261.0 $ 191.0 Term loan A facility 191.0 192.0 Term loan B facility 343.0 344.8 Delayed draw term loan 625.6 641.9 6.875% Senior unsecured notes due October 1, 2026, net of discount of $3.7 million and $4.3 million at June 30, 2023 and December 31, 2022, respectively (1) 338.8 339.0 French employee profit sharing 3.4 3.0 German loan agreement 10.2 10.7 Other 0.7 0.9 Debt issuance costs (26.1) (29.4) Total debt 1,747.6 1,693.9 Less: Current debt (34.7) (34.6) Total long-term debt $ 1,712.9 $ 1,659.3 (1) Amount includes a $7.5 million and $6.7 million decrease in fair value as of June 30, 2023 and December 31, 2022, respectively, due to changes in benchmark interest rates related to the senior unsecured notes. Refer to Note 11. Derivatives for additional information on our interest rate swaps designated as a fair value hedge. |
Schedule of Expected Maturities for the Company's Debt Obligations | The following is the expected maturities for the Company's debt obligations as of June 30, 2023 (in millions): 2023 $ 20.7 2024 41.9 2025 41.3 2026 380.5 2027 962.0 Thereafter 327.3 Total $ 1,773.7 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives by Balance Sheet Location | The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at June 30, 2023 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts - net investment hedge Accounts receivable, net $ 1.4 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts - net investment hedge Other assets — Other liabilities 14.6 Interest rate contracts - cash flow hedge Accounts receivable, net 0.5 Accrued expenses and other current liabilities — Interest rate contracts - cash flow hedge Other assets 41.7 Other liabilities — Interest rate contracts - fair value hedge Other assets — Other liabilities 7.5 Total derivatives designated as hedges $ 43.6 $ 22.3 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 2.3 Accrued expenses and other current liabilities 2.0 Total derivatives not designated as hedges $ 2.3 $ 2.0 Total derivatives $ 45.9 $ 24.3 The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2022 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts - net investment hedge Accounts receivable, net $ 2.4 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts - net investment hedge Other assets 1.1 Other liabilities 4.7 Interest rate contracts - cash flow hedge Accounts receivable, net 0.6 Accrued expenses and other current liabilities — Interest rate contracts - cash flow hedge Other assets 38.1 Other liabilities — Interest rate contracts - fair value hedge Other assets — Other liabilities 6.7 Total derivatives designated as hedges $ 42.2 $ 11.6 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 2.7 Accrued expenses and other current liabilities 2.1 Total derivatives not designated as hedges $ 2.7 $ 2.1 Total derivatives $ 44.9 $ 13.7 The following table presents the fair value of fixed-to-floating interest rate swaps designated as a fair value hedge of our Notes and the respective balance sheet location at June 30, 2023 (in millions): Balance Sheet Location Carrying Amount of Hedged Item Cumulative Amount of Adjustment Included in Carrying Amount Interest rate contracts - fair value hedge Long-term debt $ 338.8 $ (7.5) |
Schedule of Net Effect Of Derivative Instruments | The following table provides the net effect that derivative instruments designated in hedging relationships had on Accumulated other comprehensive loss, net of tax and results of operations (in millions): Derivatives Designated in Hedging Relationships Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax Location of Gain (Loss) Reclassified Gain (Loss) Reclassified Three Months Ended June 30, Six Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as cash flow hedge Foreign exchange contracts $ 0.2 $ 0.3 $ 0.2 $ 0.2 Other income,(expense) net $ 0.1 $ — $ 0.1 $ (0.1) Interest rate contracts 4.4 6.4 (12.8) 28.1 Interest expense (6.8) (0.5) (12.6) (1.5) Derivatives designated as net investment hedge Foreign exchange contracts (2.7) 30.0 (8.3) 43.6 Total gain/(loss) $ 1.9 $ 36.7 $ (20.9) $ 71.9 $ (6.7) $ (0.5) $ (12.5) $ (1.6) |
Schedule of Derivative Instruments Effect on AOCI and Results of Operations | The following table provides the effect the derivative instruments not designated as cash flow hedging instruments had on Net income (loss) (in millions): Derivatives Not Designated as Cash Flow Hedging Instruments Location of Gain (Loss) Recognized Amount of Gain (Loss) Recognized Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Foreign exchange contracts Other income (expense), net $ (1.1) $ 0.6 $ (1.1) $ (0.5) |
Postretirement and Other Bene_2
Postretirement and Other Benefits (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net pension cost (benefit) were as follows (in millions): Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Three Months Ended June 30, 2023 2022 2023 2022 2023 Service cost $ 0.4 $ — $ 0.4 $ 0.3 $ 0.1 $ 0.3 Interest cost 4.5 0.8 2.3 0.6 0.3 0.1 Expected return on plan assets (5.6) (1.0) (1.1) (0.7) — — Amortizations and other — 0.4 0.2 0.2 — — Net pension cost (benefit) $ (0.7) $ 0.2 $ 1.8 $ 0.4 $ 0.4 $ 0.4 Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Six Months Ended June 30, 2023 2022 2023 2022 2023 Service cost $ 0.8 $ — $ 0.9 $ 0.7 $ 0.1 $ 0.6 Interest cost 8.9 1.6 4.6 1.2 0.6 0.1 Expected return on plan assets (11.1) (2.0) (2.2) (1.3) — — Amortizations and other — 0.8 0.3 0.3 — — Net pension cost (benefit) $ (1.4) $ 0.4 $ 3.6 $ 0.9 $ 0.7 $ 0.7 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Operating Profit | Net sales and operating profit by segments were (in millions): Net Sales Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 ATM $ 419.8 $ 288.1 $ 854.1 $ 561.0 FBS 248.5 138.3 493.2 272.2 Total Consolidated $ 668.3 $ 426.4 $ 1,347.3 $ 833.2 Operating Profit Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 ATM $ 35.1 $ 29.4 $ 72.7 $ 39.7 FBS 31.9 22.4 38.1 48.1 Unallocated (33.4) (24.0) (67.9) (49.4) Total Consolidated $ 33.6 $ 27.8 $ 42.9 $ 38.4 |
General (Details)
General (Details) | Jul. 06, 2022 segment | Jul. 05, 2022 segment | Jun. 30, 2023 country production_location |
Schedule of Equity Method Investments [Line Items] | |||
Number of reportable segments | segment | 2 | 2 | |
Number of countries in which entity operates (more than) | country | 100 | ||
Number of production locations | production_location | 47 | ||
Joint ventures in China | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership of joint ventures | 50% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 668.3 | $ 426.4 | $ 1,347.3 | $ 833.2 |
United States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 308.9 | 211.7 | 648.7 | 402.3 |
Europe and the former Commonwealth of Independent States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 200 | 116.4 | 405.8 | 231.5 |
Asia-Pacific | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 82.6 | 64.8 | 155.8 | 125.1 |
Americas (excluding U.S.) | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 57.4 | 20.4 | 98.6 | 47.3 |
Other foreign countries | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 19.4 | 13.1 | 38.4 | 27 |
ATM | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 419.8 | 288.1 | 854.1 | 561 |
ATM | United States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 187.9 | 174.6 | 395.6 | 326.6 |
ATM | Europe and the former Commonwealth of Independent States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 141.9 | 65.4 | 293.1 | 129.5 |
ATM | Asia-Pacific | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 45.2 | 38.6 | 91.2 | 74 |
ATM | Americas (excluding U.S.) | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 33.4 | 3.5 | 52.3 | 17.7 |
ATM | Other foreign countries | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 11.4 | 6 | 21.9 | 13.2 |
FBS | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 248.5 | 138.3 | 493.2 | 272.2 |
FBS | United States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 121 | 37.1 | 253.1 | 75.7 |
FBS | Europe and the former Commonwealth of Independent States | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 58.1 | 51 | 112.7 | 102 |
FBS | Asia-Pacific | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 37.4 | 26.2 | 64.6 | 51.1 |
FBS | Americas (excluding U.S.) | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 24 | 16.9 | 46.3 | 29.6 |
FBS | Other foreign countries | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 8 | $ 7.1 | $ 16.5 | $ 13.8 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue, Percent (Details) - Net sales - End Market | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
ATM | ||||
Product Information [Line Items] | ||||
Net sales | 100% | 100% | 100% | 100% |
ATM | Industrials | ||||
Product Information [Line Items] | ||||
Net sales | 32% | 37% | 32% | 37% |
ATM | Protective solutions | ||||
Product Information [Line Items] | ||||
Net sales | 16% | 31% | 16% | 31% |
ATM | Filtration | ||||
Product Information [Line Items] | ||||
Net sales | 25% | 16% | 26% | 16% |
ATM | Healthcare | ||||
Product Information [Line Items] | ||||
Net sales | 16% | 16% | 15% | 16% |
ATM | Release liners | ||||
Product Information [Line Items] | ||||
Net sales | 11% | 0% | 11% | 0% |
FBS | ||||
Product Information [Line Items] | ||||
Net sales | 100% | 100% | 100% | 100% |
FBS | Packaging and specialty papers | ||||
Product Information [Line Items] | ||||
Net sales | 43% | 0% | 45% | 0% |
FBS | Engineered papers | ||||
Product Information [Line Items] | ||||
Net sales | 57% | 100% | 55% | 100% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | Dec. 23, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Product Information [Line Items] | |||
Commitment of receivable sales agreement | $ 175,000,000 | ||
Agreement of initial term | 3 years | ||
Accounts receivable, net | $ 277,500,000 | $ 266,800,000 | |
Receivables pledged as collateral | Nonrecourse | |||
Product Information [Line Items] | |||
Accounts receivable, net | $ 60,700,000 | $ 94,200,000 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Reverse Receivables Programs and Receivable Sales Agreement (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Trade accounts receivable sold to financial institutions | $ 639.9 |
Cash proceeds from financial institutions | $ 633.6 |
Other Comprehensive Income - Co
Other Comprehensive Income - Components of Accumulated Comprehensive Loss (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, net of tax | $ 1,149 | $ 1,159.3 | $ 1,179.3 | $ 694.5 | $ 701.4 | $ 682.2 |
Accumulated other comprehensive loss, net of tax | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, net of tax | (73.4) | $ (87.9) | (95.4) | $ (96.5) | $ (88.3) | $ (119) |
Accumulated pension and OPEB liability adjustments, net of income tax benefit of $1.8 million and $2.5 million at June 30, 2023 and December 31, 2022, respectively | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, tax benefit | 1.8 | 2.5 | ||||
Accumulated other comprehensive loss, net of tax | (10.4) | (10.9) | ||||
Accumulated unrealized gain on derivative instruments, net of income tax benefit of $14.0 million and $12.9 million at June 30, 2023 and December 31, 2022, respectively | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, tax benefit | (14) | (12.9) | ||||
Accumulated other comprehensive loss, net of tax | 44.3 | 44.4 | ||||
Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $15.6 million and $17.0 million at June 30, 2023 and December 31, 2022, respectively | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Accumulated other comprehensive loss, tax benefit | 15.6 | 17 | ||||
Accumulated other comprehensive loss, net of tax | $ (107.3) | $ (128.9) |
Other Comprehensive Income - Ch
Other Comprehensive Income - Changes in Components of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pre-tax | $ 18.3 | $ (19.7) | $ 25.2 | $ 10.1 |
Tax | (3.8) | 11.5 | (3.2) | 12.4 |
Other comprehensive income (loss) | 14.5 | (8.2) | 22 | 22.5 |
Pension and OPEB liability adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pre-tax | 0 | 1.5 | 1.2 | 2.8 |
Tax | 0 | 1.1 | (0.7) | (0.9) |
Other comprehensive income (loss) | 0 | 2.6 | 0.5 | 1.9 |
Derivative instrument adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pre-tax | 15.1 | 12.5 | 1 | 34.9 |
Tax | (3.8) | (3.5) | (1.1) | (3.2) |
Other comprehensive income (loss) | 11.3 | 9 | (0.1) | 31.7 |
Unrealized foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Pre-tax | 3.2 | (33.7) | 23 | (27.6) |
Tax | 0 | 13.9 | (1.4) | 16.5 |
Other comprehensive income (loss) | $ 3.2 | $ (19.8) | $ 21.6 | $ (11.1) |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Details) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jul. 06, 2022 shares | Jul. 05, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||||
Measurement period adjustments | $ (26) | |||||
Neenah | ||||||
Business Acquisition [Line Items] | ||||||
Share exchange ratio (in shares) | 1.358 | |||||
Common stock issued (in shares) | shares | 22.8 | |||||
Value of shares issued | $ 534.1 | |||||
Consideration transferred | 1,056.3 | |||||
Repayment of debt | 504.9 | |||||
Transactions costs | 13.5 | |||||
Pre-acquisition period | $ 3.8 | |||||
Deferred tax liabilities | $ 18.6 | |||||
Intangible assets, net | 17.9 | |||||
Property, plant, and equipment | 10 | |||||
Inventories, net | 2.7 | |||||
Measurement period adjustments | (11.6) | |||||
Accounts payable and other current liabilities | (8.6) | |||||
Accounts receivable, net | $ (8.5) | |||||
Merger related costs | $ 7.8 | $ 13.6 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 06, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 874.9 | $ 874.9 | $ 847.2 | |
Adjustments | ||||
Goodwill | (26) | |||
Neenah | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 55.9 | 55.9 | $ 55.9 | |
Accounts receivable, net | 198.1 | 198.1 | 206.6 | |
Inventory, net | 194.5 | 194.5 | 191.8 | |
Other current assets | 27.8 | 27.8 | 27.5 | |
Property, plant and equipment, net | 463.6 | 463.6 | 453.6 | |
Intangible assets, net | 236.9 | 236.9 | 219 | |
Other assets | 41.7 | 41.7 | 41.8 | |
Total assets | 1,218.5 | 1,218.5 | 1,196.2 | |
Current debt | 1.9 | 1.9 | 1.9 | |
Accounts payable and other current liabilities | 199.3 | 199.3 | 207.9 | |
Long-term debt | 22.8 | 22.8 | 22.8 | |
Deferred income tax liabilities | 86.3 | 86.3 | 67.7 | |
Other liabilities | 82.7 | 82.7 | 82 | |
Net assets acquired | 825.5 | 825.5 | 813.9 | |
Goodwill | 230.8 | 230.8 | 242.4 | |
Total consideration | $ 1,056.3 | 1,056.3 | $ 1,056.3 | |
Adjustments | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable, net | (8.5) | |||
Inventory, net | 2.7 | |||
Other current assets | 0.3 | |||
Property, plant and equipment, net | 10 | |||
Intangible assets, net | 17.9 | |||
Other assets | (0.1) | |||
Total assets | 22.3 | |||
Current debt | 0 | |||
Accounts payable and other current liabilities | (8.6) | |||
Long-term debt | 0 | |||
Deferred income tax liabilities | 18.6 | |||
Other liabilities | 0.7 | |||
Net assets acquired | 11.6 | |||
Goodwill | (11.6) | |||
Total consideration | $ 0 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Intangible Assets (Details) - Neenah $ in Millions | Jul. 06, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total amortizable intangible assets | $ 236.9 |
Customer relationships | |
Business Acquisition [Line Items] | |
Total amortizable intangible assets | $ 202.3 |
Weighted-Average Amortization Period (Years) | 14 years 3 months 18 days |
Trade names | |
Business Acquisition [Line Items] | |
Total amortizable intangible assets | $ 14.4 |
Weighted-Average Amortization Period (Years) | 20 years |
Developed technology | |
Business Acquisition [Line Items] | |
Total amortizable intangible assets | $ 20.2 |
Weighted-Average Amortization Period (Years) | 7 years |
Business Acquisitions - Pro For
Business Acquisitions - Pro Forma Financial Information (Details) - Neenah - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Net sales | $ 733.2 | $ 1,424.8 |
Net income | $ 22.6 | $ 20.3 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator (basic and diluted): | ||||
Net income (loss) | $ (4.5) | $ 11.8 | $ (12.2) | $ 13.4 |
Less: Dividends to participating securities | (0.1) | (0.3) | (0.2) | (0.5) |
Distributed earnings (loss) available to participating securities, basic | (4.6) | 11.5 | (12.4) | 12.9 |
Distributed earnings (loss) available to participating securities, diluted | $ (4.6) | $ 11.5 | $ (12.4) | $ 12.9 |
Denominator: | ||||
Average number of common shares outstanding (in shares) | 54,656,400 | 31,260,100 | 54,570,100 | 31,209,300 |
Effect of dilutive stock-based compensation (in shares) | 0 | 149,700 | 0 | 202,700 |
Average number of common and potential common shares outstanding (in shares) | 54,656,400 | 31,409,800 | 54,570,100 | 31,412,000 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 191.8 | $ 206 |
Work in process | 87.8 | 80.5 |
Finished goods | 218.8 | 223.9 |
Supplies and other | 23.2 | 24.5 |
Total inventories | $ 521.6 | $ 534.9 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 847.2 |
Goodwill acquired during the period | 16.4 |
Foreign currency translation | 11.3 |
Goodwill ending balance | 874.9 |
ATM | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 842.6 |
Goodwill acquired during the period | 16.4 |
Foreign currency translation | 11.2 |
Goodwill ending balance | 870.2 |
FBS | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 4.6 |
Goodwill acquired during the period | 0 |
Foreign currency translation | 0.1 |
Goodwill ending balance | $ 4.7 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
FBS | ||
Goodwill [Line Items] | ||
Accumulated impairment loss | $ 2.7 | $ 2.7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortized and Unamortized Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Measurement period adjustments | $ 26 | |
ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 870.5 | $ 890.1 |
Accumulated Amortization | 225.9 | 195.3 |
Net Carrying Amount | 644.6 | 694.8 |
Customer relationships | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 740.5 | 754.8 |
Accumulated Amortization | 183.8 | 159.4 |
Net Carrying Amount | 556.7 | 595.4 |
Developed technology | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 71.5 | 71.2 |
Accumulated Amortization | 30.2 | 26.5 |
Net Carrying Amount | 41.3 | 44.7 |
Trade names | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33.1 | 35.8 |
Accumulated Amortization | 5.4 | 4.4 |
Net Carrying Amount | 27.7 | 31.4 |
Acquired technology | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20.6 | 23.5 |
Accumulated Amortization | 2.9 | 1.6 |
Net Carrying Amount | 17.7 | 21.9 |
Non-compete agreements | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.9 | 2.9 |
Accumulated Amortization | 2.8 | 2.7 |
Net Carrying Amount | 0.1 | 0.2 |
Patents | ATM | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1.9 | 1.9 |
Accumulated Amortization | 0.8 | 0.7 |
Net Carrying Amount | $ 1.1 | $ 1.2 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Unamortized Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Trade names | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets classified as held for sale | $ 4.2 | ||
Trade names | ATM | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 15.6 | $ 15.5 | |
Net Carrying Amount | $ 15.6 | $ 15.5 | |
Developed technology | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets classified as held for sale | $ 0.5 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 660.2 | $ 660.2 | $ 710.3 | ||
Amortization expense of intangible assets | 15.5 | $ 11.1 | 30 | $ 22.2 | |
ATM | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | 620 | 620 | 652.5 | ||
FBS | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets, net | $ 40.2 | $ 40.2 | $ 57.8 |
Restructuring and Impairment _3
Restructuring and Impairment Activities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | $ 500,000 | $ 2,400,000 | $ 1,300,000 | $ 15,600,000 | |
ATM | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | 500,000 | 1,100,000 | 1,200,000 | 14,000,000 | |
Proceeds from sale of assets | $ 4,600,000 | ||||
Loss from sale of assets | $ 400,000 | ||||
ATM | Appleton, Wisconsin Facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | 1,000,000 | ||||
Restructuring charges | 2,200,000 | 2,200,000 | |||
Expected additional restructuring and impairment and restructuring related costs | 1,000,000 | 1,000,000 | |||
FBS | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | 0 | 1,300,000 | 100,000 | 1,600,000 | |
FBS | Winkler, Manitoba facility | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | 1,100,000 | 1,400,000 | |||
Restructuring charges | 2,400,000 | 2,400,000 | |||
Corporate | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and impairment expense | $ 0 | $ 0 | |||
Other restructuring charges | $ 900,000 | $ 1,100,000 |
Restructuring and Impairment _4
Restructuring and Impairment Activities - Restructuring and Related Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and impairment expense | $ 0.5 | $ 2.4 | $ 1.3 | $ 15.6 |
Total restructuring and impairment expense and other restructuring related charges | 1.4 | 2.4 | 2.7 | 15.6 |
Cost of Products Sold | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation and amortization | 0 | 0 | 0.3 | 0 |
General and Administrative Expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation and amortization | 0.9 | 0 | 1.1 | 0 |
Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and impairment expense | 0 | 1.1 | 0.1 | 1.3 |
Asset impairment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and impairment expense | 0 | 0 | 0 | 12.9 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Total restructuring and impairment expense | $ 0.5 | $ 1.3 | $ 1.2 | $ 1.4 |
Restructuring and Impairment _5
Restructuring and Impairment Activities - Restructuring Activities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 4.9 | $ 6.2 |
Accruals for announced programs | (0.2) | 0.4 |
Cash payments | (0.7) | (1.9) |
Foreign exchange impact | 0 | (0.2) |
Balance at end of period | $ 4 | $ 4.5 |
Debt - Schedule of Debt Summari
Debt - Schedule of Debt Summarized (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 25, 2018 |
Debt Instrument [Line Items] | |||
Other | $ 0.7 | $ 0.9 | |
Debt issuance costs | (26.1) | (29.4) | |
Total debt | 1,747.6 | 1,693.9 | |
Less: Current debt | (34.7) | (34.6) | |
Total long-term debt | 1,712.9 | 1,659.3 | |
Revolving Credit Facility | Revolving facility - U.S. dollar borrowings | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 261 | 191 | |
Term loan facility | Term loan A facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 191 | 192 | |
Term loan facility | Term loan B facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 343 | 344.8 | |
Term loan facility | Delayed draw term loan | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 625.6 | 641.9 | |
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Net of fair value hedge adjustments | $ 7.5 | 6.7 | |
Unsecured Debt | 6.875% Senior Unsecured Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate (percent) | 6.875% | 6.875% | |
Discount | $ 3.7 | 4.3 | |
Long-term debt, gross | 338.8 | 339 | |
French employee profit sharing | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 3.4 | 3 | |
German loan agreement | German loan agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 10.2 | $ 10.7 |
Debt - Additional Information (
Debt - Additional Information (Details) | 6 Months Ended | |||||||
Feb. 10, 2021 USD ($) | Sep. 25, 2018 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 USD ($) | May 30, 2022 USD ($) | May 06, 2022 USD ($) | |
New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Effective interest rate on debt facilities (percent) | 5.87% | 4.52% | ||||||
Credit Facility | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings under credit facility | $ 700,000,000 | |||||||
EBITDA ratio | 5 | |||||||
Interest coverage ratio | 3 | |||||||
Credit Facility | New Credit Facility | Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
EBITDA ratio | 4.50 | |||||||
Revolving Credit Facility | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings under credit facility | 400,000,000 | |||||||
Revolving Credit Facility | Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 1 month | |||||||
Basis spread on variable interest rate (percent) | 1% | |||||||
Revolving Credit Facility | Credit Facility | Federal Funds Effective Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 0.50% | |||||||
Revolving Credit Facility | Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 1% | |||||||
Revolving Credit Facility | Credit Facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 0% | |||||||
Revolving Credit Facility | Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 2.50% | |||||||
Revolving Credit Facility | Credit Facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 1.50% | |||||||
Revolving Credit Facility | Credit Facility | New Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings under credit facility | $ 500,000,000 | $ 600,000,000 | ||||||
Debt instrument term | 5 years | |||||||
Revolving Credit Facility | Credit Facility | Revolving facility - U.S. dollar borrowings | ||||||||
Debt Instrument [Line Items] | ||||||||
Average interest rate on outstanding borrowings (percent) | 7.82% | |||||||
Term loan facility | Term loan A facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Average interest rate on outstanding borrowings (percent) | 7.95% | |||||||
Term loan facility | Term loan B facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Average interest rate on outstanding borrowings (percent) | 9% | |||||||
Term loan facility | Term loan B facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 2.75% | |||||||
Term loan facility | Term loan B facility | Reserve adjusted LIBOR rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 3.75% | |||||||
Term loan facility | Term loan B facility | Minimum Floor | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 0.75% | |||||||
Term loan facility | Delayed draw term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Average interest rate on outstanding borrowings (percent) | 7.70% | |||||||
Term loan facility | Credit Facility | Term loan A facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 7 years | |||||||
Face amount | $ 200,000,000 | |||||||
Term loan facility | Credit Facility | Term loan A facility | Federal Funds Effective Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 0.50% | |||||||
Term loan facility | Credit Facility | Term loan A facility | Secured Overnight Financing Rate (SOFR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 1% | |||||||
Term loan facility | Credit Facility | Term loan A facility | Minimum | Secured Overnight Financing Rate (SOFR) | Expected | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 1.25% | |||||||
Term loan facility | Credit Facility | Term loan A facility | Minimum | Base Rate | Expected | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 0.25% | |||||||
Term loan facility | Credit Facility | Term loan A facility | Maximum | Secured Overnight Financing Rate (SOFR) | Expected | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 2.75% | |||||||
Term loan facility | Credit Facility | Term loan A facility | Maximum | Base Rate | Expected | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable interest rate (percent) | 1.75% | |||||||
Term loan facility | Credit Facility | Term loan B facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 7 years | |||||||
Face amount | $ 350,000,000 | |||||||
Incremental loans | $ 250,000,000 | |||||||
Term loan facility | Credit Facility | Delayed draw term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings under credit facility | $ 650,000,000 | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair market value | $ 305,800,000 | $ 308,400,000 | ||||||
Unsecured Debt | 6.875% Senior Unsecured Notes Due 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 350,000,000 | |||||||
Interest rate (percent) | 6.875% | 6.875% | ||||||
Effective rate (percent) | 7.248% | |||||||
German loan agreement | German loan agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 10,700,000 | |||||||
Average interest rate on outstanding borrowings (percent) | 1.75% |
Debt - Schedule of Principal Re
Debt - Schedule of Principal Repayments (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 20.7 |
2024 | 41.9 |
2025 | 41.3 |
2026 | 380.5 |
2027 | 962 |
Thereafter | 327.3 |
Total debt | $ 1,773.7 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 USD ($) | Sep. 25, 2018 | |
6.875% Senior Unsecured Notes Due 2026 | Unsecured Debt | |||||||||
Derivative [Line Items] | |||||||||
Interest rate (percent) | 6.875% | 6.875% | 6.875% | ||||||
Cross-currency swap | Foreign exchange contracts - net investment hedge | |||||||||
Derivative [Line Items] | |||||||||
Derivative amounts excluded from effectiveness testing as interest expense | $ 2,100,000 | $ 2,200,000 | $ 4,600,000 | $ 4,800,000 | |||||
Cross-currency swap | Derivatives designated as cash flow hedge | |||||||||
Derivative [Line Items] | |||||||||
Notional value | € 450,000,000 | $ 478,200,000 | |||||||
Series Of Pay-fixed, Receive-variable Interest Rate Swaps, Terminated | |||||||||
Derivative [Line Items] | |||||||||
Notional value | $ 500,000,000 | ||||||||
Derivative, cash received on hedge | 23,600,000 | ||||||||
Pay-fixed, receive-variable interest rate swaps, maturing on January 31, 2027 and December 31, 2027 | |||||||||
Derivative [Line Items] | |||||||||
Notional value | $ 500,000,000 | ||||||||
Interest rate swap | Interest rate contracts - fair value hedge | |||||||||
Derivative [Line Items] | |||||||||
Notional value | $ 173,400,000 | ||||||||
Pay Fixed Receive Variable Interest Rate Swaps Maturing On May 6 2027 And April 20 2028 | |||||||||
Derivative [Line Items] | |||||||||
Notional value | $ 650,000,000 |
Derivatives - Derivatives by Ba
Derivatives - Derivatives by Balance Sheet Location (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 45.9 | $ 44.9 |
Liability Derivatives | 24.3 | 13.7 |
Derivatives designated as cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 43.6 | 42.2 |
Liability Derivatives | 22.3 | 11.6 |
Derivatives designated as cash flow hedge | Foreign exchange contracts - net investment hedge | Accounts receivable, net | Foreign exchange contracts - net investment hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.4 | 2.4 |
Derivatives designated as cash flow hedge | Foreign exchange contracts - net investment hedge | Other assets | Foreign exchange contracts - net investment hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 1.1 |
Derivatives designated as cash flow hedge | Foreign exchange contracts - net investment hedge | Accrued expenses and other current liabilities | Foreign exchange contracts - net investment hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0.2 | 0.2 |
Derivatives designated as cash flow hedge | Foreign exchange contracts - net investment hedge | Other liabilities | Foreign exchange contracts - net investment hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 14.6 | 4.7 |
Derivatives designated as cash flow hedge | Interest rate contracts | Accounts receivable, net | Interest rate contracts - cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.5 | 0.6 |
Derivatives designated as cash flow hedge | Interest rate contracts | Other assets | Interest rate contracts - cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 41.7 | 38.1 |
Derivatives designated as cash flow hedge | Interest rate contracts | Other assets | Interest rate contracts - fair value hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as cash flow hedge | Interest rate contracts | Accrued expenses and other current liabilities | Interest rate contracts - cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0 | 0 |
Derivatives designated as cash flow hedge | Interest rate contracts | Other liabilities | Interest rate contracts - cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0 | 0 |
Derivatives designated as cash flow hedge | Interest rate contracts | Other liabilities | Interest rate contracts - fair value hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 7.5 | 6.7 |
Derivatives Not Designated as Cash Flow Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.3 | 2.7 |
Liability Derivatives | 2 | 2.1 |
Derivatives Not Designated as Cash Flow Hedging Instruments | Foreign exchange contracts - net investment hedge | Accounts receivable, net | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 2.3 | 2.7 |
Derivatives Not Designated as Cash Flow Hedging Instruments | Foreign exchange contracts - net investment hedge | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 2 | $ 2.1 |
Derivatives - Fair Value Hedge
Derivatives - Fair Value Hedge (Details) - Long-Term Debt and Lease Obligation - Interest rate contracts - Interest rate contracts - fair value hedge - Derivatives designated as cash flow hedge $ in Millions | Jun. 30, 2023 USD ($) |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Carrying Amount of Hedged Item | $ 338.8 |
Cumulative Amount of Adjustment Included in Carrying Amount | $ (7.5) |
Derivatives - Derivatives by In
Derivatives - Derivatives by Income Statement Location (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) Reclassified from AOCL | $ (6.7) | $ (0.5) | $ (12.5) | $ (1.6) |
Derivatives designated as cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax | 1.9 | 36.7 | (20.9) | 71.9 |
Gain (Loss) Reclassified from AOCL | (6.7) | (0.5) | (12.5) | (1.6) |
Interest rate contracts - cash flow hedge | Other income,(expense) net | Foreign exchange contracts | Derivatives designated as cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax | 0.2 | 0.3 | 0.2 | 0.2 |
Gain (Loss) Reclassified from AOCL | 0.1 | 0 | 0.1 | (0.1) |
Interest rate contracts - cash flow hedge | Interest expense | Interest rate contracts | Derivatives designated as cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax | 4.4 | 6.4 | (12.8) | 28.1 |
Gain (Loss) Reclassified from AOCL | (6.8) | (0.5) | (12.6) | (1.5) |
Foreign exchange contracts - net investment hedge | Foreign exchange contracts | Derivatives designated as cash flow hedge | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized Gain (Loss) Recognized in AOCL on Derivatives, Net of Tax | (2.7) | 30 | (8.3) | 43.6 |
Gain (Loss) Reclassified from AOCL |
Derivatives - Derivatives Desig
Derivatives - Derivatives Designated as Cash Flow Hedges on Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Foreign exchange contracts | Derivatives Not Designated as Cash Flow Hedging Instruments | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized | $ (1.1) | $ 0.6 | $ (1.1) | $ (0.5) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Aug. 31, 2018 USD ($) | Dec. 31, 2017 assessment | |
Workforce Subject to Collective-Bargaining Arrangements | Unionized Employees Concentration Risk | U.S. | ||||
Loss Contingencies [Line Items] | ||||
Net sales | 21% | |||
Workforce Subject to Collective-Bargaining Arrangements | Unionized Employees Concentration Risk | Non-US | ||||
Loss Contingencies [Line Items] | ||||
Net sales | 37% | |||
Workforce Subject to Collective-Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | U.S. | ||||
Loss Contingencies [Line Items] | ||||
Net sales | 1% | |||
Workforce Subject to Collective-Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | Non-US | ||||
Loss Contingencies [Line Items] | ||||
Net sales | 30% | |||
Glatz's | ||||
Loss Contingencies [Line Items] | ||||
Recognized loss | $ 4,900,000 | |||
Assessment | Electricity Assessment | ||||
Loss Contingencies [Line Items] | ||||
Number of assessments from the tax authorities regarding ICMS taxes | assessment | 4 | |||
Loss accrued | 0 | $ 0 | ||
Assessment | First and second Electricity Assessments | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 12,300,000 | $ 12,300,000 | ||
Assessment | Revised third and fourth Electricity Assessments | ||||
Loss Contingencies [Line Items] | ||||
Estimate of possible loss | $ 10,300,000 |
Postretirement and Other Bene_3
Postretirement and Other Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Qualified defined contribution plan costs | $ 3.7 | $ 2.2 | $ 7.7 | $ 4.7 |
Pension Benefits | U.S. | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | 0.4 | 0 | 0.8 | 0 |
Interest cost | 4.5 | 0.8 | 8.9 | 1.6 |
Expected return on plan assets | (5.6) | (1) | (11.1) | (2) |
Amortizations and other | 0 | 0.4 | 0 | 0.8 |
Net pension cost (benefit) | (0.7) | 0.2 | (1.4) | 0.4 |
Pension Benefits | Non-U.S. | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | 0.4 | 0.3 | 0.9 | 0.7 |
Interest cost | 2.3 | 0.6 | 4.6 | 1.2 |
Expected return on plan assets | (1.1) | (0.7) | (2.2) | (1.3) |
Amortizations and other | 0.2 | 0.2 | 0.3 | 0.3 |
Net pension cost (benefit) | 1.8 | $ 0.4 | 3.6 | $ 0.9 |
Other Post-employment Plans | U.S. | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | 0.1 | 0.1 | ||
Interest cost | 0.3 | 0.6 | ||
Expected return on plan assets | 0 | 0 | ||
Amortizations and other | 0 | 0 | ||
Net pension cost (benefit) | 0.4 | 0.7 | ||
Other Post-employment Plans | Non-U.S. | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||
Service cost | 0.3 | 0.6 | ||
Interest cost | 0.1 | 0.1 | ||
Expected return on plan assets | 0 | 0 | ||
Amortizations and other | 0 | 0 | ||
Net pension cost (benefit) | $ 0.4 | $ 0.7 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax penalties and interest accrued | $ 0 | $ 0 | $ 0 | $ 0 |
Effective income tax rate from continuing operations (percent) | 330% | 31.30% | (51.20%) | 41.10% |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 06, 2022 segment | Jul. 05, 2022 segment | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 2 | 2 | ||||
Net Sales | ||||||
Net Sales | $ 668.3 | $ 426.4 | $ 1,347.3 | $ 833.2 | ||
Operating Profit | ||||||
Operating Profit | 33.6 | 27.8 | 42.9 | 38.4 | ||
FBS | ||||||
Net Sales | ||||||
Net Sales | 248.5 | 138.3 | 493.2 | 272.2 | ||
Operating Segments | ATM | ||||||
Net Sales | ||||||
Net Sales | 419.8 | 288.1 | 854.1 | 561 | ||
Operating Profit | ||||||
Operating Profit | 35.1 | 29.4 | 72.7 | 39.7 | ||
Operating Segments | FBS | ||||||
Net Sales | ||||||
Net Sales | 248.5 | 138.3 | 493.2 | 272.2 | ||
Operating Profit | ||||||
Operating Profit | 31.9 | 22.4 | 38.1 | 48.1 | ||
Unallocated | ||||||
Operating Profit | ||||||
Operating Profit | $ (33.4) | $ (24) | $ (67.9) | $ (49.4) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event - USD ($) $ in Millions | Aug. 01, 2023 | Jul. 01, 2023 |
Engineered Papers Business | ||
Subsequent Event [Line Items] | ||
Total proceeds | $ 620 | |
Termination fee | $ 24.8 | |
Term loan B facility | Term loan facility | Secured Overnight Financing Rate (SOFR) Floor | Credit Facility | ||
Subsequent Event [Line Items] | ||
Basis spread on variable interest rate (percent) | 0.75% | |
Term loan B facility | Term loan facility | Euro Interbank Offered Rate (EURIBOR) Floor | Credit Facility | ||
Subsequent Event [Line Items] | ||
Basis spread on variable interest rate (percent) | 0% | |
Term loan B facility | Term loan facility | Euro Interbank Offered Rate (EURIBOR) | Credit Facility | ||
Subsequent Event [Line Items] | ||
Basis spread on variable interest rate (percent) | 3.75% | |
Term loan B facility | Term loan facility | Secured Overnight Financing Rate (SOFR) | Credit Facility | ||
Subsequent Event [Line Items] | ||
Basis spread on variable interest rate (percent) | 2.75% |