Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 770 | |
Local Phone Number | 569-4229 | |
Title of 12(b) Security | Common stock, $0.10 par value | |
Trading Symbol | MATV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,322,760 | |
Entity Central Index Key | 0001000623 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 500.2 | $ 549 |
Cost of products sold | 416.2 | 461.3 |
Gross profit | 84 | 87.7 |
Selling expense | 18.5 | 20.4 |
Research and development expense | 6 | 6.7 |
General expense | 58.9 | 62 |
Total nonmanufacturing expenses | 83.4 | 89.1 |
Restructuring and impairment expense | 14.4 | 0.8 |
Operating loss | (13.8) | (2.2) |
Interest expense | 18.3 | 15.6 |
Other income (expense), net | 1.7 | (0.7) |
Loss from continuing operations before income taxes | (30.4) | (18.5) |
Income tax benefit, net | (2.4) | (3) |
Net loss from continuing operations | (28) | (15.5) |
Net income from discontinued operations | 0 | 7.8 |
Net loss | (28) | (7.7) |
Dividends to participating securities | 0 | (0.1) |
Net loss attributable to Common Stockholders, basic | (28) | (7.8) |
Net loss attributable to Common Stockholders, diluted | $ (28) | $ (7.8) |
Net loss per share - basic: | ||
Loss per share from continuing operations (in dollars per share) | $ (0.52) | $ (0.28) |
Income per share from discontinued operations (in dollars per share) | 0 | 0.14 |
Basic (in dollars per share) | (0.52) | (0.14) |
Net loss per share – diluted: | ||
Loss per share from continuing operations (in dollars per share) | (0.52) | (0.28) |
Income per share from discontinued operations (in dollars per share) | 0 | 0.14 |
Diluted (in dollars per share) | $ (0.52) | $ (0.14) |
Weighted average shares outstanding: | ||
Basic (in shares) | 54,267,900 | 54,483,000 |
Diluted (in shares) | 54,267,900 | 54,483,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (28) | $ (7.7) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments | (9.2) | 18.4 |
Cash flow hedges | 2.3 | (11.4) |
Postretirement benefit plans | 0.4 | 0.5 |
Other comprehensive income (loss) | (6.5) | 7.5 |
Comprehensive loss | $ (34.5) | $ (0.2) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Assets, Current | ||
Cash and cash equivalents | $ 128.9 | $ 120.2 |
Accounts receivable, net | 225.8 | 176.5 |
Inventories, net | 341 | 352.9 |
Income taxes receivable | 28.5 | 30.6 |
Other current assets | 35.1 | 32.3 |
Total current assets | 759.3 | 712.5 |
Property, plant and equipment, net | 652.3 | 672.5 |
Finance lease right-of-use assets | 17.5 | 18.2 |
Operating lease right-of-use assets | 46 | 45.6 |
Deferred income tax benefits | 8.6 | 6.4 |
Goodwill | 470.6 | 474.1 |
Intangible assets, net | 609.8 | 631.3 |
Other assets | 88.6 | 81.8 |
Total assets | 2,652.7 | 2,642.4 |
Liabilities, Current | ||
Current debt | 2.7 | 2.8 |
Finance lease liabilities | 1.4 | 1.4 |
Operating lease liabilities | 10.3 | 9.9 |
Accounts payable | 165.9 | 139.3 |
Income taxes payable | 19.1 | 14.3 |
Accrued expenses and other current liabilities | 100.1 | 113.7 |
Total current liabilities | 299.5 | 281.4 |
Long-term debt | 1,155.3 | 1,101.8 |
Finance lease liabilities, noncurrent | 17.5 | 18.2 |
Operating lease liabilities, noncurrent | 35.5 | 35.3 |
Long-term income tax payable | 7.7 | 7.7 |
Pension and other postretirement benefits | 60.9 | 62.2 |
Deferred income tax liabilities | 131 | 142.3 |
Other liabilities | 38.4 | 44.4 |
Total liabilities | 1,745.8 | 1,693.3 |
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; $54,311,255 and 54,211,124 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 5.4 | 5.4 |
Additional paid-in-capital | 667.3 | 669.6 |
Retained earnings | 201.6 | 235 |
Accumulated other comprehensive income, net of tax | 32.6 | 39.1 |
Total stockholders’ equity | 906.9 | 949.1 |
Total liabilities and stockholders’ equity | $ 2,652.7 | $ 2,642.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 54,311,255 | 54,211,124 |
Common stock outstanding (in shares) | 54,311,255 | 54,211,124 |
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 Income (Loss) | |
Beginning balance (in shares) at Dec. 31, 2022 | 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 loss | (7.7) | (7.7) | ||||
Other comprehensive income (loss) net of tax | 7.5 | 7.5 | ||||
Dividends paid | (22.4) | (22.4) | ||||
Restricted stock issuances, net (in shares) | 40,164 | |||||
Stock options exercised (in shares) | 813 | |||||
Stock options exercised | 0.1 | 0.1 | ||||
Stock-based employee compensation expense | 3.7 | 3.7 | ||||
Stock issued to directors as compensation (in shares) | 3,408 | |||||
Stock issued to directors as compensation | 0.1 | 0.1 | ||||
Purchases and retirement of common stock (in shares) | (54,435) | |||||
Purchases and retirement of common stock | (1.3) | (1.3) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 54,919,923 | |||||
Ending balance at Mar. 31, 2023 | $ 1,159.3 | $ 5.5 | 662.4 | 579.3 | (87.9) | |
Beginning balance (in shares) at Dec. 31, 2023 | 54,211,124 | 54,211,124 | ||||
Beginning balance at Dec. 31, 2023 | $ 949.1 | $ 5.4 | 669.6 | 235 | 39.1 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (28) | (28) | ||||
Other comprehensive income (loss) net of tax | (6.5) | (6.5) | ||||
Dividends paid | (5.4) | (5.4) | ||||
Restricted stock issuances, net (in shares) | 95,188 | |||||
Stock-based employee compensation expense | [1] | (1.9) | (1.9) | |||
Stock issued to directors as compensation (in shares) | 4,943 | |||||
Stock issued to directors as compensation | 0.3 | 0.3 | ||||
Purchases and retirement of common stock | $ (0.7) | (0.7) | ||||
Ending balance (in shares) at Mar. 31, 2024 | 54,311,255 | 54,311,255 | ||||
Ending balance at Mar. 31, 2024 | $ 906.9 | $ 5.4 | $ 667.3 | $ 201.6 | $ 32.6 | |
[1] (1) Includes the impact of the equity-to-liability modification of certain restricted stock awards. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends declared (in dollars per share) | $ 0.10 | $ 0.40 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating | ||
Net loss | $ (28) | $ (7.7) |
Less: Income from discontinued operations | 0 | (7.8) |
Loss from continuing operations | (28) | (15.5) |
Non-cash items included in net loss: | ||
Depreciation and amortization | 36.3 | 37.2 |
Amortization of deferred issuance costs | 2 | 1.8 |
Deferred income tax | (9.4) | (4.4) |
Pension and other postretirement benefits | (1.4) | (4.1) |
Stock-based compensation | 2.7 | 3.7 |
Gain on foreign currency transactions | (0.7) | 2.4 |
Other non-cash items | (1.2) | 0.3 |
Other operating | (0.6) | 0.3 |
Changes in operating working capital, net of assets acquired: | ||
Accounts receivable | (49.3) | (39.5) |
Inventories | 9 | (5.6) |
Prepaid expenses | (6.7) | (7) |
Accounts payable and other current liabilities | 27 | (0.9) |
Accrued income taxes | 7.3 | 6.9 |
Net changes in operating working capital | (12.7) | (46.1) |
Continuing operations | (13) | (24.4) |
Discontinued operations | 0 | 3.7 |
Net cash used in operations | (13) | (20.7) |
Investing | ||
Capital spending | (12.1) | (14.1) |
Capitalized software costs | 0 | (0.2) |
Proceeds from sale of assets | 2 | 0 |
Other investing | 1 | (0.5) |
Continuing operations | (9.1) | (14.8) |
Discontinued operations | (12) | (4.6) |
Net cash used in investing | (21.1) | (19.4) |
Financing | ||
Cash dividends paid | (5.4) | (22) |
Proceeds from long-term debt | 69 | 55 |
Payments on long-term debt | (16.7) | (19.5) |
Payments on financing lease obligations | (0.4) | (0.2) |
Purchases of common stock | (0.7) | (1.3) |
Continuing operations | 45.8 | 12 |
Discontinued operations | 0 | (0.3) |
Net cash provided by financing | 45.8 | 11.7 |
Effect of exchange rate changes on cash and cash equivalents | (3) | 1 |
Increase (decrease) in cash and cash equivalents | 8.7 | (27.4) |
Cash and cash equivalents at beginning of period | 120.2 | 124.4 |
Cash and cash equivalents at end of period | 128.9 | 97 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest, net | 17.1 | 25.6 |
Cash paid for taxes, net | 1.7 | 2.3 |
Capital spending in accounts payable and accrued liabilities | $ 10.1 | $ 7.6 |
General
General | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Nature of Business Organization and operations - Mativ Holdings, Inc. is a global leader in specialty materials, solving our customers’ most complex challenges by engineering bold, innovative solutions that connect, protect, and purify our world. Mativ manufactures globally through our family of business-to-business and consumer product brands. Mativ targets premium applications across diversified and growing end-markets, from filtration to healthcare to sustainable packaging and more. Our broad portfolio of technologies combines polymers, fibers, and resins to optimize the performance of our customers’ products across multiple stages of the value chain. On July 6, 2022, Schweitzer-Mauduit International, Inc. ("SWM") completed a 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"). On November 30, 2023 the Company completed the sale of the Engineered Papers business ("EP business") to Evergreen Hill Enterprise Pte. Ltd. ("Evergreen Hill Enterprise"). With the sale of the EP business, Mativ ceased participating in tobacco-based products markets. The EP business is presented as a discontinued operation for all periods and certain prior period amounts have been retrospectively revised to reflect these changes. The unaudited condensed consolidated financial statements and the notes thereto, unless otherwise indicated, are on a continuing operations basis. Refer to Note 15. Discontinued Operations of the Notes to Condensed Consolidated Financial Statements for more information on the discontinued operations and transaction. Reportable Segments - Through the end of 2023 we operated with two reportable segments identified for financial reporting purposes: Advanced Technical Materials ("ATM") and Fiber-Based Solutions ("FBS"). As part of an organizational realignment effective during the first quarter of 2024, we reorganized into two new reportable segments: (1) Filtration & Advanced Materials ("FAM"), focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products, and (2) Sustainable & Adhesive Solutions ("SAS") focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The change in reportable segments reflects the realignment of management and the related internal review of our operating segments. The prior period presentation has been revised to align with our current segment reporting structure. We conduct business in over 90 countries and operate 39 production facilities worldwide, in North America, Europe and Asia. 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 months ended March 31, 2024 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, 2023, as filed with the SEC on February 29, 2024. Reclassifications Certain prior year amounts on the unaudited Condensed Consolidated Statements of Income (Loss), unaudited Condensed Consolidated Balance Sheets, unaudited Condensed Consolidated Statements of Cash Flows, and unaudited Notes to Condensed Consolidated Financial Statements have been reclassified to conform to the current year presentation as continuing and discontinued operations and for comparative purposes. Certain prior year amounts in the unaudited Notes to Condensed Consolidated Financial Statements have been reclassified to conform to the current year segments for comparative purposes. 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, goodwill 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 Issued Accounting Standards and Pronouncements In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The rules require disclosure of, among other things: climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition, and material direct greenhouse gas ("GHG") emissions from operations owned or controlled (Scope 1) and /or indirect GHG emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules require disclosure of certain climate-related metrics subject to certain materiality thresholds, including the effects of severe weather events and other natural conditions. Disclosure requirements will begin phasing in prospectively for our fiscal year ended December 31, 2025 Form 10-K. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. We are currently evaluating the impact of the rules on our disclosures and will monitor the litigation progress for possible impacts on the disclosure requirements under the rules. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendment enhances income tax disclosure requirements, particularly regarding the effective tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendment enhances reportable segment disclosure requirements, primarily regarding significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. The amendments in this ASU are effective on a retrospective basis for annual periods beginning January 1, 2024, and interim periods within those annual periods beginning January 1, 2025, with early adoption permitted. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
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 credit losses 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 adjust 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 March 31, 2024 2023 FAM SAS Total FAM SAS Total United States $ 108.9 $ 159.4 $ 268.3 $ 124.1 $ 179.0 $ 303.1 Europe 54.0 87.1 141.1 57.5 100.1 157.6 Asia-Pacific 32.1 20.9 53.0 29.6 22.3 51.9 Americas (excluding U.S.) 5.2 22.3 27.5 5.3 18.8 24.1 Other foreign countries 2.5 7.8 10.3 4.1 8.2 12.3 Net sales $ 202.7 $ 297.5 $ 500.2 $ 220.6 $ 328.4 $ 549.0 Net sales as a percentage by product category for the business were as follows: Three Months Ended March 31, 2024 2023 Filtration & netting 26 % 25 % Advanced films 15 % 15 % Tapes, labels & liners 30 % 31 % Paper & packaging 16 % 17 % Healthcare & other 13 % 12 % Net sales 100 % 100 % FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets. FAM end markets include water and air purification, life sciences, industrial processes, transportation, packaging, agriculture, building and construction, safety and security. Filtration & netting – includes high efficiency filtration media and components used in transportation applications, water filtration, industrial processes, life science, HVAC, and air pollution control, as well as extruded mesh products used in agriculture, and various packaging applications. Advanced films – includes paint protection films used in the transportation aftermarket channel, interlayer films and lamination for ballistic resistance, medical films and composites for consumer products and advanced wound care, security glass, high-performance graphic substrates, and emerging smart glass applications. SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets including building and construction, DIY, product packaging, consumer and commercial papers, personal care, advanced wound care, medical device fixation and medical packaging. Tapes, labels & liners – includes substrates for tapes used in building & construction, infrastructure, DIY, athletic, and industrial applications, substrates critical to protection and adhesive separation for applications in the personal care, label, tape, industrial, graphic arts, composites, and medical categories, as well as performance labels, and cable wrapping. Paper & packaging – includes premium printing and other specialty papers and packaging applications used for print collateral, advertising, direct mail, product packaging, graphics, wallpaper, and education, as well as consumer office, stationery and craft papers sold to large retailers, for small business, personal use and educational applications. Healthcare & other – includes advanced wound care, consumer wellness, device fixation, medical packaging, as well as a wide range of other solutions and applications. 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. On October 20, 2023, we entered into Amendment No. 1 to the Receivables Sales Agreement (the "Receivables Sales Agreement Amendment"). The Receivables Sales Agreement Amendment amends the original Receivables Sales Agreement (the "Amended Receivables Sales Agreement") to, among other things, (i) reflect the repurchase by Mativ Holdings, Inc. from the SPE of all of its accounts receivable and certain related assets previously sold by Mativ Holdings, Inc. to the SPE (collectively, "Receivables"), (ii) reflect that Mativ Holdings, Inc. is no longer an originator under the Company’s accounts receivable securitization facility, but remains the servicer and performance guarantor, (iii) reflect the Company’s assignment of 100% of the ownership interests in the SPE to Neenah, such that Neenah will now contribute rather than sell receivables to the SPE on a go-forward basis, and (iv) update the maximum Net Debt to EBITDA Ratio to match the level set forth in the Company’s First Lien Credit Agreement as in effect on the date of such amendment. The amount of receivables pledged as collateral as of March 31, 2024 and December 31, 2023 was $33.5 million and $27.9 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. 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): Three Months Ended March 31, 2024 2023 Trade accounts receivable sold to financial institutions $ 234.2 $ 279.2 Cash proceeds from financial institutions 234.1 278.9 |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Comprehensive loss includes Net loss, as well as items charged directly to stockholders' equity, which are excluded from Net loss. The Company has presented Comprehensive loss in the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss). Reclassification adjustments of derivative instruments from Accumulated other comprehensive income (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 10. 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 12. Postretirement and Other Benefits. Components of Accumulated other comprehensive income, net of tax, were as follows (in millions): March 31, 2024 December 31, 2023 Accumulated pension and OPEB liability adjustments, net of income tax benefit of $4.3 million and $4.3 million at March 31, 2024 and December 31, 2023, respectively $ (19.9) $ (20.3) Accumulated unrealized gain on derivative instruments, net of income tax expense of $14.4 million and $12.8 million at March 31, 2024 and December 31, 2023, respectively 30.2 27.9 Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $14.4 million and $14.6 million at March 31, 2024 and December 31, 2023, respectively 22.3 31.5 Accumulated other comprehensive income, net of tax $ 32.6 $ 39.1 Changes in the components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions): Three Months Ended March 31, 2024 2023 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ 0.4 $ — $ 0.4 $ 1.2 $ (0.7) $ 0.5 Derivative instrument adjustments 3.9 (1.6) 2.3 (14.1) 2.7 (11.4) Unrealized foreign currency translation adjustments (9.0) (0.2) (9.2) 19.8 (1.4) 18.4 Total $ (4.7) $ (1.8) $ (6.5) $ 6.9 $ 0.6 $ 7.5 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company uses the two-class method to calculate Net 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 loss per share to common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Diluted net loss per common share is computed based on Net 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 loss per share follows (in millions, shares in thousands): Three Months Ended March 31, 2024 2023 Numerator (basic and diluted): Net loss $ (28.0) $ (7.7) Less: Dividends to participating securities — (0.1) Net loss attributable to Common Stockholders $ (28.0) $ (7.8) Denominator: Average number of common shares outstanding 54,267.9 54,483.0 Effect of dilutive stock-based compensation (1) — — Average number of common and potential common shares outstanding 54,267.9 54,483.0 (1) |
Inventories, Net
Inventories, Net | 3 Months Ended |
Mar. 31, 2024 | |
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 unplanned 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 months ended March 31, 2024 and 2023. The following table summarizes inventories by major class (in millions): March 31, December 31, Raw materials $ 124.9 $ 129.9 Work in process 56.3 50.4 Finished goods 146.4 160.0 Supplies and other 13.4 12.6 Total inventories $ 341.0 $ 352.9 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The changes in the carrying amount of goodwill by reportable segment were as follows (in millions): FAM SAS Total Balance at December 31, 2023 $ 417.9 $ 56.2 $ 474.1 Foreign currency translation (2.6) (0.9) (3.5) Balance at March 31, 2024 $ 415.3 $ 55.3 $ 470.6 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The gross carrying amount and accumulated amortization for intangible assets as of March 31, 2024 consisted of the following (in millions): March 31, 2024 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 737.4 $ 220.5 $ 516.9 Developed technology 71.4 35.6 35.8 Trade names 47.9 7.2 40.7 Acquired technology 20.6 5.2 15.4 Non-compete agreements 2.9 2.9 — Patents 1.9 0.9 1.0 Total $ 882.1 $ 272.3 $ 609.8 The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2023 consisted of the following (in millions): December 31, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 743.8 $ 209.4 $ 534.4 Developed technology 71.8 34.1 37.7 Trade names 32.7 6.4 26.3 Acquired technology 20.8 4.5 16.3 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.9 1.0 Total (1) $ 873.9 $ 258.1 $ 615.8 Unamortized Intangible Assets Trade names (2) $ 15.5 $ — $ 15.5 (1) Includes $0.7 million intangible asset impairment for the year ended 2023. (2) Amortization of certain trade names began effective January 1, 2024 to reflect current expectations for the period over which the assets will contribute to future cash flows. |
Restructuring and Impairment Ac
Restructuring and Impairment Activities | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment Activities | Restructuring and Impairment Activities The Company incurred restructuring and impairment expense of $14.4 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively. In January 2024, we announced an organizational realignment plan (the "Plan") that is expected to streamline organizational size and complexity and leverage business critical resources to enhance customer support and reduce overhead cost. Restructuring and impairment expenses related to the Plan for the three months ended March 31, 2024 were $12.7 million, comprised of severance charges of $2.4 million, $7.3 million and $3.0 million incurred within FAM, SAS and Unallocated, respectively. Restructuring activities associated with the Plan are expected to be completed during 2024 with additional costs comprised primarily of severance and not expected to exceed $7.0 million. Restructuring and impairment expenses in the FAM segment, excluding costs associated with the Plan were $0.8 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. Restructuring and impairment expenses for the three months ended March 31, 2024 were attributable to facility closures. Restructuring and impairment expenses in the FAM segment for the three months ended March 31, 2023 primarily related to facility closures announced in prior years. Through March 31, 2024 the Company has recognized accumulated restructuring and impairment charges of $4.0 million related to the facility closures. During the remainder of 2024, the Company expects to record additional restructuring costs in the FAM segment of $2.0 million to $2.5 million related to the closure of these facilities. Restructuring and impairment expenses in the SAS segment, excluding costs associated with the Plan, were $0.9 million and $0.1 million for the three months ended March 31, 2024 and 2023, respectively. Restructuring and impairment expenses for the three months ended March 31, 2024 included $0.8 million related to a facility closure announced in a prior year. Through March 31, 2024, the Company recognized accumulated restructuring and impairment charges of $3.8 million related to the facility closed in a prior year in the SAS segment. During the remainder of 2024, the Company expects to record additional restructuring costs in the SAS segment of $1.0 million to $1.5 million related to the closing of this facility. There were no material Unallocated restructuring and impairment expenses, excluding costs associated with the Plan, for the three months ended March 31, 2024 and March 31, 2023. Assets held for sale of $10.3 million and $10.5 million were included in Other current assets as of March 31, 2024 and 2023, respectively. The following table summarizes total restructuring, and impairment expense (in millions): Three Months Ended March 31, 2024 2023 Restructuring and impairment expense: Severance $ 12.7 $ 0.1 Other 1.7 0.7 Total restructuring and impairment expense $ 14.4 $ 0.8 The following table summarizes changes in restructuring liabilities (in millions): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 3.8 $ 4.0 Accruals for announced programs 4.3 — Cash payments (2.2) (0.3) Balance at end of period $ 5.9 $ 3.7 Restructuring liabilities were classified within Accrued expenses and other current liabilities and Other liabilities in the unaudited Condensed Consolidated Balance Sheets. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt Total debt, net of debt issuance costs, is summarized in the following table (in millions): March 31, December 31, Revolving facility - U.S. dollar borrowings $ 313.0 $ 260.0 Term loan A facility 84.3 84.3 Term loan B facility 160.5 160.5 Delayed draw term loan 273.2 273.2 6.875% Senior unsecured notes due October 1, 2026, net of discount of $2.9 million and $3.2 million at March 31, 2024 and December 31, 2023, respectively (1) 341.5 341.9 German loan agreement 8.1 9.0 Debt issuance costs (22.6) (24.3) Total debt 1,158.0 1,104.6 Less: Current debt (2.7) (2.8) Total long-term debt $ 1,155.3 $ 1,101.8 (1) Amount includes a $5.6 million and $4.9 million decrease in fair value as of March 31, 2024 and December 31, 2023, respectively, due to changes in benchmark interest rates related to the senior unsecured notes. Refer to Note 10. 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, 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. 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, 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%. 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 4.50x 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 has decreased 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 Mativ Luxembourg (formerly known as SWM Luxembourg). The Company was in compliance with all of its covenants under the amended Credit Agreement at March 31, 2024. 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 March 31, 2024. As of March 31, 2024, the average interest rate was 8.03% on outstanding Revolving Facility borrowings, 8.18% on outstanding Term Loan A Credit Facility borrowings, 9.19% on outstanding Term Loan B Facility borrowings, and 7.93% 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 5.94% and 5.63% for the three months ended March 31, 2024 and 2023, respectively. 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. Principal Repayments The following is the expected maturities for the Company's debt obligations as of March 31, 2024 (in millions): 2024 $ 2.0 2025 2.7 2026 344.2 2027 671.2 2028 160.5 Thereafter — Total $ 1,180.6 Fair Value of Debt |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2024 | |
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 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. Foreign Currency Risk Management 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 income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. Changes in the fair value of foreign exchange contracts not designated as hedges are recorded to Net loss each period. 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 based on the spot rate of the EUR. Changes in the fair value of these hedges are deferred within the foreign currency translation component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the foreign investment is sold or substantially liquidated. Future changes in the components related to the spot change on the notional will be recorded in Other Comprehensive Income ("OCI") and remain there until the hedged subsidiaries are substantially liquidated. Gains and losses excluded from the assessment of hedge effectiveness are recognized in earnings (Interest expense) over the term of the swap. Gains and losses associated with the settlement of derivative instruments designated as a net investment hedge are classified within investing activities in the Consolidated Statement of Cash Flows. As of March 31, 2024 and December 31, 2023 the gross notional amount of outstanding cross-currency swaps contracts designated as a net investment hedge was €450 million. Interest Rate Risk Management 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 pay-fixed, receive-variable interest rate swap contracts considered cash flow hedges are reported as a component of Accumulated other comprehensive income (loss), net of tax and reclassified into earnings when the forecasted transaction affects earnings. The terms of the interest rate swaps mirror the terms of the underlying debt, including timing of the payments and interest rates. As of March 31, 2024 and December 31 2023 the gross notional amounts of outstanding interest rate swaps designated as a cash flow hedge were $692.2 million and $720.0 million, respectively. 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 and classified within operating activities in the Consolidated Statement of Cash Flows. As of March 31, 2024 and December 31, 2023 the gross notional amount of the interest rate swap designated as a fair value hedge was $173.4 million. The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at March 31, 2024 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts Accounts receivable, net $ 0.5 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts Other assets — Other liabilities 7.9 Interest rate contracts Accounts receivable, net — Accrued expenses and other current liabilities — Interest rate contracts Other assets 17.3 Other liabilities 5.6 Total derivatives designated as hedges $ 17.8 $ 13.7 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 1.2 Accrued expenses and other current liabilities 1.2 Total derivatives not designated as hedges $ 1.2 $ 1.2 Total derivatives $ 19.0 $ 14.9 The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2023 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts Accounts receivable, net $ 0.9 Accrued expenses and other current liabilities $ — Foreign exchange contracts Other assets — Other liabilities 18.4 Interest rate contracts Accounts receivable, net — Accrued expenses and other current liabilities — Interest rate contracts Other assets 10.9 Other liabilities 4.9 Total derivatives designated as hedges $ 11.8 $ 23.3 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 1.7 Accrued expenses and other current liabilities 1.5 Total derivatives not designated as hedges $ 1.7 $ 1.5 Total derivatives $ 13.5 $ 24.8 Gains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive income (loss) (OCI) are summarized below (in millions) on a pretax basis: Derivatives Designated in Hedging Relationships Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) Three Months Ended March 31, 2024 2023 Derivatives designated as cash flow hedge Amounts included in assessment of effectiveness $ 10.2 $ (8.3) Derivatives designated as net investment hedge Amounts included in assessment of effectiveness 8.7 (6.6) Total gain (loss) $ 18.9 $ (14.9) The Company's designated derivative instruments are highly effective. As such, related to the hedge ineffectiveness or amounts excluded from hedge effectiveness testing, there were no gains or losses recognized immediately in income for the three months ended March 31, 2024 or 2023, other than those related to the cross-currency swaps, noted below. Gains (losses) on derivatives within the Condensed Consolidated Statement of Income (Loss) were as follows (in millions): Location of Gains (Losses) Amount of Gain (Loss) Recognized Three Months Ended March 31, 2024 2023 Effect of cash flow hedges Amount reclassified from Accumulated other comprehensive income (loss) to income Interest expense $ 6.3 $ 5.8 Effect of net investment hedges Amount excluded from assessment of hedge effectiveness Interest expense 2.0 2.5 Effect of fair value hedges Hedged item Interest expense 1.1 0.6 Derivative designated as hedges Interest expense (1.1) (0.6) Effect of non-designated hedges Foreign exchange contracts Other income 1.7 — Total gain $ 10.0 $ 8.3 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Other Commitments In connection with the EP Divestiture, we undertook to indemnify and hold Evergreen Hill Enterprise harmless from claims and liabilities related to the EP business that were identified as excluded or specified liabilities in the related agreements up to an amount not to exceed $10 million. As of March 31, 2024, there were no material claims pending under this indemnification. Litigation None. 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 March 31, 2024, approximately 24% of the Company's U.S. workforce and 33% of its Non-U.S. workforce are under collective bargaining agreements. Approximately 6% of all U.S. employees and 4% 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 | 3 Months Ended |
Mar. 31, 2024 | |
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- retirement healthcare and life insurance are sponsored in the United States, Germany, and Canada. Pension and Other Benefits The components of net pension cost (benefit) during the three months ended March 31, 2024 and 2023 were as follows (in millions): Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Three Months Ended March 31, 2024 2023 2024 2023 2024 2023 2024 2023 Service cost $ 0.4 $ 0.4 $ 0.3 $ 0.3 $ — $ — $ 0.3 $ 0.3 Interest cost 4.2 4.4 2.2 2.1 0.3 0.3 — — Expected return on plan assets (5.6) (5.5) (1.5) (1.1) — — — — Amortizations and other — — — 0.1 — — — — Net pension cost (benefit) $ (1.0) $ (0.7) $ 1.0 $ 1.4 $ 0.3 $ 0.3 $ 0.3 $ 0.3 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 Loss. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's effective tax rate from continuing operations was 7.9% and 16.2% for the three months ended March 31, 2024 and 2023, respectively. The net change was primarily due to an unfavorable mix of earnings and one time tax adjustments in the current period. The Company has historically calculated the provision or benefit for income taxes during interim reporting periods, including the three-month period ended March 31, 2023, by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the three-month period ended March 31, 2024. Accordingly, Mativ used a discrete effective tax rate method to calculate taxes for the three-month period ended March 31, 2024. 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 it 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 months ended March 31, 2024. 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 Loss. There were no material income tax penalties or interest accrued during the three months ended March 31, 2024 or 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Following the merger, and through the end of 2023, we operated two reportable segments, ATM and FBS. As part of the organizational realignment effective during the first quarter of 2024, we reorganized into two new reportable segments: FAM is focused primarily on filtration media and components, advanced films, coating and converting solutions, and extruded mesh products. The FAM segment supplies customers directly, serving a diverse set of generally high-growth end markets. FAM end markets include water and air purification, life sciences, industrial processes, transportation, packaging, agriculture, building and construction, safety and security. SAS is focused primarily on tapes, labels, liners, specialty paper, packaging and healthcare solutions. The SAS segment supplies customers through distribution and directly, serving growing and mature end markets including building and construction, DIY, product packaging, consumer & commercial papers, personal care, advanced wound care, medical device fixation and medical packaging. The accounting policies of the reportable 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, 2023. Information about Net Sales and Operating Profit (Loss) 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 (loss) by segment were (in millions): Net Sales Three Months Ended March 31, 2024 2023 FAM $ 202.7 $ 220.6 SAS 297.5 328.4 Total Consolidated $ 500.2 $ 549.0 Operating Profit (Loss) Three Months Ended March 31, 2024 2023 FAM $ 14.6 $ 27.2 SAS 4.2 5.1 Unallocated (32.6) (34.5) Total Consolidated $ (13.8) $ (2.2) |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Upon entering into the Engineered Papers Offer agreement, the EP business met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations ("ASC 205-20"), as the sale represents a strategic shift that will have a major effect on the Company’s operations and financial results. Summary financial results of discontinued operations were as follows (in millions): Three Months Ended March 31, 2023 Net sales $ 130.0 Cost of products sold 108.7 Gross profit 21.3 Selling expense 3.5 Research and development expense 2.4 General expense 3.9 Total nonmanufacturing expenses 9.8 Operating profit 11.5 Interest expense (10.9) Other income, net 7.7 Income from discontinued operations before income taxes 8.3 Income tax expense 0.6 Income from equity affiliates, net of income taxes 0.1 Net income from discontinued operations $ 7.8 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events At the 2024 Annual Meeting of Stockholders of Mativ Holdings, Inc. held on April 24, 2024, the Company’s stockholders approved the Mativ Holdings, Inc. 2024 Equity and Incentive Plan ("2024 Plan"), which previously had been approved by the Company’s Board of Directors subject to stockholder approval. The 2024 Plan replaces the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (the "Prior Plan") and is largely based on the Prior Plan, but with updates to the available shares and other administrative changes. Consistent with the Prior Plan, the purposes of the 2024 Plan are to (i) align the interests of the Company’s stockholders and the recipients of awards under the 2024 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors, consultants, independent contractors and agents, and (iii) motivate such persons to act in the long-term best interests of the Company and its stockholders. Under the 2024 Plan, the Company may grant: (i) nonqualified stock options; (ii) incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended); (iii) stock appreciation rights; (iv) restricted stock and restricted stock units; (v) other stock-based awards; and (vi) performance awards. Subject to the terms and conditions of the 2024 Plan, the number of shares of Company common stock authorized for grants under the 2024 Plan is 2,800,000 shares. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (28) | $ (7.7) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reportable Segments | Reportable Segments - Through the end of 2023 we operated with two reportable segments identified for financial reporting purposes: Advanced Technical Materials ("ATM") and Fiber-Based Solutions ("FBS"). |
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 months ended March 31, 2024 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, 2023, as filed with the SEC on February 29, 2024. |
Reclassifications | Reclassifications Certain prior year amounts on the unaudited Condensed Consolidated Statements of Income (Loss), unaudited Condensed Consolidated Balance Sheets, unaudited Condensed Consolidated Statements of Cash Flows, and unaudited Notes to Condensed Consolidated Financial Statements have been reclassified to conform to the current year presentation as continuing and discontinued operations and for comparative purposes. |
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, goodwill 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 Issued Accounting Standards and Pronouncements | Recently Issued Accounting Standards and Pronouncements In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The rules require disclosure of, among other things: climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition, and material direct greenhouse gas ("GHG") emissions from operations owned or controlled (Scope 1) and /or indirect GHG emissions from purchased energy consumed in operations (Scope 2). Additionally, the rules require disclosure of certain climate-related metrics subject to certain materiality thresholds, including the effects of severe weather events and other natural conditions. Disclosure requirements will begin phasing in prospectively for our fiscal year ended December 31, 2025 Form 10-K. Subsequent to issuance, the rules became the subject of litigation, and the SEC has issued a stay to allow the legal process to proceed. We are currently evaluating the impact of the rules on our disclosures and will monitor the litigation progress for possible impacts on the disclosure requirements under the rules. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." The amendment enhances income tax disclosure requirements, particularly regarding the effective tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendment enhances reportable segment disclosure requirements, primarily regarding significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of other segment items and expanded interim disclosures that align with those required annually, among other provisions. The amendments in this ASU are effective on a retrospective basis for annual periods beginning January 1, 2024, and interim periods within those annual periods beginning January 1, 2025, with early adoption permitted. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales are Attributed to the Geographic Locations | Net sales are attributed to the following geographic locations of the Company’s direct customers (in millions): Three Months Ended March 31, 2024 2023 FAM SAS Total FAM SAS Total United States $ 108.9 $ 159.4 $ 268.3 $ 124.1 $ 179.0 $ 303.1 Europe 54.0 87.1 141.1 57.5 100.1 157.6 Asia-Pacific 32.1 20.9 53.0 29.6 22.3 51.9 Americas (excluding U.S.) 5.2 22.3 27.5 5.3 18.8 24.1 Other foreign countries 2.5 7.8 10.3 4.1 8.2 12.3 Net sales $ 202.7 $ 297.5 $ 500.2 $ 220.6 $ 328.4 $ 549.0 |
Schedule of Net Sales as a Percentage by End Market | Net sales as a percentage by product category for the business were as follows: Three Months Ended March 31, 2024 2023 Filtration & netting 26 % 25 % Advanced films 15 % 15 % Tapes, labels & liners 30 % 31 % Paper & packaging 16 % 17 % Healthcare & other 13 % 12 % Net sales 100 % 100 % |
Schedule of Activity Under the Receivables Sales Agreement and Reverse Receivables Programs | The following table summarizes the activity under the Receivables Sales Agreement and Reverse Receivables Programs (in millions): Three Months Ended March 31, 2024 2023 Trade accounts receivable sold to financial institutions $ 234.2 $ 279.2 Cash proceeds from financial institutions 234.1 278.9 |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Loss | Components of Accumulated other comprehensive income, net of tax, were as follows (in millions): March 31, 2024 December 31, 2023 Accumulated pension and OPEB liability adjustments, net of income tax benefit of $4.3 million and $4.3 million at March 31, 2024 and December 31, 2023, respectively $ (19.9) $ (20.3) Accumulated unrealized gain on derivative instruments, net of income tax expense of $14.4 million and $12.8 million at March 31, 2024 and December 31, 2023, respectively 30.2 27.9 Accumulated unrealized foreign currency translation adjustments, net of income tax benefit of $14.4 million and $14.6 million at March 31, 2024 and December 31, 2023, respectively 22.3 31.5 Accumulated other comprehensive income, net of tax $ 32.6 $ 39.1 |
Schedule of Changes in Components of Accumulated Other Comprehensive Loss | Changes in the components of Accumulated other comprehensive income (loss), net of tax, were as follows (in millions): Three Months Ended March 31, 2024 2023 Pre-tax Tax Net of Pre-tax Tax Net of Pension and OPEB liability adjustments $ 0.4 $ — $ 0.4 $ 1.2 $ (0.7) $ 0.5 Derivative instrument adjustments 3.9 (1.6) 2.3 (14.1) 2.7 (11.4) Unrealized foreign currency translation adjustments (9.0) (0.2) (9.2) 19.8 (1.4) 18.4 Total $ (4.7) $ (1.8) $ (6.5) $ 6.9 $ 0.6 $ 7.5 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of the Average Number of Common and Potential Common Shares Outstanding Used in the Calculations of Basic and Diluted Net Loss Per Share | A reconciliation of the average number of common and potential common shares outstanding used in the calculations of basic and diluted net loss per share follows (in millions, shares in thousands): Three Months Ended March 31, 2024 2023 Numerator (basic and diluted): Net loss $ (28.0) $ (7.7) Less: Dividends to participating securities — (0.1) Net loss attributable to Common Stockholders $ (28.0) $ (7.8) Denominator: Average number of common shares outstanding 54,267.9 54,483.0 Effect of dilutive stock-based compensation (1) — — Average number of common and potential common shares outstanding 54,267.9 54,483.0 (1) |
Inventories, Net (Tables)
Inventories, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories by Major Class | The following table summarizes inventories by major class (in millions): March 31, December 31, Raw materials $ 124.9 $ 129.9 Work in process 56.3 50.4 Finished goods 146.4 160.0 Supplies and other 13.4 12.6 Total inventories $ 341.0 $ 352.9 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in the Carrying Amount of Goodwill by Reporting Segment | The changes in the carrying amount of goodwill by reportable segment were as follows (in millions): FAM SAS Total Balance at December 31, 2023 $ 417.9 $ 56.2 $ 474.1 Foreign currency translation (2.6) (0.9) (3.5) Balance at March 31, 2024 $ 415.3 $ 55.3 $ 470.6 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Amortized Intangible Assets | The gross carrying amount and accumulated amortization for intangible assets as of March 31, 2024 consisted of the following (in millions): March 31, 2024 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 737.4 $ 220.5 $ 516.9 Developed technology 71.4 35.6 35.8 Trade names 47.9 7.2 40.7 Acquired technology 20.6 5.2 15.4 Non-compete agreements 2.9 2.9 — Patents 1.9 0.9 1.0 Total $ 882.1 $ 272.3 $ 609.8 The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2023 consisted of the following (in millions): December 31, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 743.8 $ 209.4 $ 534.4 Developed technology 71.8 34.1 37.7 Trade names 32.7 6.4 26.3 Acquired technology 20.8 4.5 16.3 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.9 1.0 Total (1) $ 873.9 $ 258.1 $ 615.8 Unamortized Intangible Assets Trade names (2) $ 15.5 $ — $ 15.5 (1) Includes $0.7 million intangible asset impairment for the year ended 2023. (2) Amortization of certain trade names began effective January 1, 2024 to reflect current expectations for the period over which the assets will contribute to future cash flows. |
Schedule of Unamortized Intangible Assets | The gross carrying amount and accumulated amortization for intangible assets as of March 31, 2024 consisted of the following (in millions): March 31, 2024 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 737.4 $ 220.5 $ 516.9 Developed technology 71.4 35.6 35.8 Trade names 47.9 7.2 40.7 Acquired technology 20.6 5.2 15.4 Non-compete agreements 2.9 2.9 — Patents 1.9 0.9 1.0 Total $ 882.1 $ 272.3 $ 609.8 The gross carrying amount and accumulated amortization for intangible assets as of December 31, 2023 consisted of the following (in millions): December 31, 2023 Gross Accumulated Net Amortized Intangible Assets Customer relationships $ 743.8 $ 209.4 $ 534.4 Developed technology 71.8 34.1 37.7 Trade names 32.7 6.4 26.3 Acquired technology 20.8 4.5 16.3 Non-compete agreements 2.9 2.8 0.1 Patents 1.9 0.9 1.0 Total (1) $ 873.9 $ 258.1 $ 615.8 Unamortized Intangible Assets Trade names (2) $ 15.5 $ — $ 15.5 (1) Includes $0.7 million intangible asset impairment for the year ended 2023. (2) Amortization of certain trade names began effective January 1, 2024 to reflect current expectations for the period over which the assets will contribute to future cash flows. |
Restructuring and Impairment _2
Restructuring and Impairment Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Total Restructuring, Restructuring Related, and Impairment Expense and Changes in Restructuring Liabilities | The following table summarizes total restructuring, and impairment expense (in millions): Three Months Ended March 31, 2024 2023 Restructuring and impairment expense: Severance $ 12.7 $ 0.1 Other 1.7 0.7 Total restructuring and impairment expense $ 14.4 $ 0.8 The following table summarizes changes in restructuring liabilities (in millions): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 3.8 $ 4.0 Accruals for announced programs 4.3 — Cash payments (2.2) (0.3) Balance at end of period $ 5.9 $ 3.7 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Debt | Total debt, net of debt issuance costs, is summarized in the following table (in millions): March 31, December 31, Revolving facility - U.S. dollar borrowings $ 313.0 $ 260.0 Term loan A facility 84.3 84.3 Term loan B facility 160.5 160.5 Delayed draw term loan 273.2 273.2 6.875% Senior unsecured notes due October 1, 2026, net of discount of $2.9 million and $3.2 million at March 31, 2024 and December 31, 2023, respectively (1) 341.5 341.9 German loan agreement 8.1 9.0 Debt issuance costs (22.6) (24.3) Total debt 1,158.0 1,104.6 Less: Current debt (2.7) (2.8) Total long-term debt $ 1,155.3 $ 1,101.8 (1) Amount includes a $5.6 million and $4.9 million decrease in fair value as of March 31, 2024 and December 31, 2023, respectively, due to changes in benchmark interest rates related to the senior unsecured notes. Refer to Note 10. 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 March 31, 2024 (in millions): 2024 $ 2.0 2025 2.7 2026 344.2 2027 671.2 2028 160.5 Thereafter — Total $ 1,180.6 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts Accounts receivable, net $ 0.5 Accrued expenses and other current liabilities $ 0.2 Foreign exchange contracts Other assets — Other liabilities 7.9 Interest rate contracts Accounts receivable, net — Accrued expenses and other current liabilities — Interest rate contracts Other assets 17.3 Other liabilities 5.6 Total derivatives designated as hedges $ 17.8 $ 13.7 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 1.2 Accrued expenses and other current liabilities 1.2 Total derivatives not designated as hedges $ 1.2 $ 1.2 Total derivatives $ 19.0 $ 14.9 The following table presents the fair value of asset and liability derivatives and the respective balance sheet locations at December 31, 2023 (in millions): Asset Derivatives Liability Derivatives Balance Sheet Fair Balance Sheet Fair Derivatives designated as hedges: Foreign exchange contracts Accounts receivable, net $ 0.9 Accrued expenses and other current liabilities $ — Foreign exchange contracts Other assets — Other liabilities 18.4 Interest rate contracts Accounts receivable, net — Accrued expenses and other current liabilities — Interest rate contracts Other assets 10.9 Other liabilities 4.9 Total derivatives designated as hedges $ 11.8 $ 23.3 Derivatives not designated as hedges: Foreign exchange contracts Accounts receivable, net 1.7 Accrued expenses and other current liabilities 1.5 Total derivatives not designated as hedges $ 1.7 $ 1.5 Total derivatives $ 13.5 $ 24.8 |
Schedule of Net Effect Of Derivative Instruments Designated in Hedging Relationships by Income Statement Location | ains (losses) on derivatives designated as cash flow and net investment hedges recognized in other comprehensive income (loss) (OCI) are summarized below (in millions) on a pretax basis: Derivatives Designated in Hedging Relationships Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) Three Months Ended March 31, 2024 2023 Derivatives designated as cash flow hedge Amounts included in assessment of effectiveness $ 10.2 $ (8.3) Derivatives designated as net investment hedge Amounts included in assessment of effectiveness 8.7 (6.6) Total gain (loss) $ 18.9 $ (14.9) |
Schedule of Effect the Derivative Instruments Not Designated as Cash Flow Hedging Instruments on Net Income | Gains (losses) on derivatives within the Condensed Consolidated Statement of Income (Loss) were as follows (in millions): Location of Gains (Losses) Amount of Gain (Loss) Recognized Three Months Ended March 31, 2024 2023 Effect of cash flow hedges Amount reclassified from Accumulated other comprehensive income (loss) to income Interest expense $ 6.3 $ 5.8 Effect of net investment hedges Amount excluded from assessment of hedge effectiveness Interest expense 2.0 2.5 Effect of fair value hedges Hedged item Interest expense 1.1 0.6 Derivative designated as hedges Interest expense (1.1) (0.6) Effect of non-designated hedges Foreign exchange contracts Other income 1.7 — Total gain $ 10.0 $ 8.3 |
Postretirement and Other Bene_2
Postretirement and Other Benefits (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Pension Cost (Benefit) | The components of net pension cost (benefit) during the three months ended March 31, 2024 and 2023 were as follows (in millions): Pension Benefits Other Post-employment Plans U.S. Non-U.S. U.S. Non-U.S. Three Months Ended March 31, 2024 2023 2024 2023 2024 2023 2024 2023 Service cost $ 0.4 $ 0.4 $ 0.3 $ 0.3 $ — $ — $ 0.3 $ 0.3 Interest cost 4.2 4.4 2.2 2.1 0.3 0.3 — — Expected return on plan assets (5.6) (5.5) (1.5) (1.1) — — — — Amortizations and other — — — 0.1 — — — — Net pension cost (benefit) $ (1.0) $ (0.7) $ 1.0 $ 1.4 $ 0.3 $ 0.3 $ 0.3 $ 0.3 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Operating Profit by Segments | Net sales and operating profit (loss) by segment were (in millions): Net Sales Three Months Ended March 31, 2024 2023 FAM $ 202.7 $ 220.6 SAS 297.5 328.4 Total Consolidated $ 500.2 $ 549.0 Operating Profit (Loss) Three Months Ended March 31, 2024 2023 FAM $ 14.6 $ 27.2 SAS 4.2 5.1 Unallocated (32.6) (34.5) Total Consolidated $ (13.8) $ (2.2) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations | Summary financial results of discontinued operations were as follows (in millions): Three Months Ended March 31, 2023 Net sales $ 130.0 Cost of products sold 108.7 Gross profit 21.3 Selling expense 3.5 Research and development expense 2.4 General expense 3.9 Total nonmanufacturing expenses 9.8 Operating profit 11.5 Interest expense (10.9) Other income, net 7.7 Income from discontinued operations before income taxes 8.3 Income tax expense 0.6 Income from equity affiliates, net of income taxes 0.1 Net income from discontinued operations $ 7.8 |
General (Details)
General (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 productionLocation segment country | Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of operating segments | 2 | |
Number of reportable segments | 2 | 2 |
Number of countries in which entity operates (more than) | country | 90 | |
Number of production locations | productionLocation | 39 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Net Sales are Attributed to the Geographic Locations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from External Customer [Line Items] | ||
Net sales | $ 500.2 | $ 549 |
United States | ||
Revenue from External Customer [Line Items] | ||
Net sales | 268.3 | 303.1 |
Europe | ||
Revenue from External Customer [Line Items] | ||
Net sales | 141.1 | 157.6 |
Asia-Pacific | ||
Revenue from External Customer [Line Items] | ||
Net sales | 53 | 51.9 |
Americas (excluding U.S.) | ||
Revenue from External Customer [Line Items] | ||
Net sales | 27.5 | 24.1 |
Other foreign countries | ||
Revenue from External Customer [Line Items] | ||
Net sales | 10.3 | 12.3 |
FAM | ||
Revenue from External Customer [Line Items] | ||
Net sales | 202.7 | 220.6 |
FAM | United States | ||
Revenue from External Customer [Line Items] | ||
Net sales | 108.9 | 124.1 |
FAM | Europe | ||
Revenue from External Customer [Line Items] | ||
Net sales | 54 | 57.5 |
FAM | Asia-Pacific | ||
Revenue from External Customer [Line Items] | ||
Net sales | 32.1 | 29.6 |
FAM | Americas (excluding U.S.) | ||
Revenue from External Customer [Line Items] | ||
Net sales | 5.2 | 5.3 |
FAM | Other foreign countries | ||
Revenue from External Customer [Line Items] | ||
Net sales | 2.5 | 4.1 |
SAS | ||
Revenue from External Customer [Line Items] | ||
Net sales | 297.5 | 328.4 |
SAS | United States | ||
Revenue from External Customer [Line Items] | ||
Net sales | 159.4 | 179 |
SAS | Europe | ||
Revenue from External Customer [Line Items] | ||
Net sales | 87.1 | 100.1 |
SAS | Asia-Pacific | ||
Revenue from External Customer [Line Items] | ||
Net sales | 20.9 | 22.3 |
SAS | Americas (excluding U.S.) | ||
Revenue from External Customer [Line Items] | ||
Net sales | 22.3 | 18.8 |
SAS | Other foreign countries | ||
Revenue from External Customer [Line Items] | ||
Net sales | $ 7.8 | $ 8.2 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Net Sales as a Percentage by End Market (Details) - Net sales - End Market | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Net sales | 100% | 100% |
Filtration & netting | ||
Product Information [Line Items] | ||
Net sales | 26% | 25% |
Advanced films | ||
Product Information [Line Items] | ||
Net sales | 15% | 15% |
Tapes, labels & liners | ||
Product Information [Line Items] | ||
Net sales | 30% | 31% |
Paper & packaging | ||
Product Information [Line Items] | ||
Net sales | 16% | 17% |
Healthcare & other | ||
Product Information [Line Items] | ||
Net sales | 13% | 12% |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Dec. 23, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Oct. 20, 2023 |
Product Information [Line Items] | ||||
Commitment of receivable sales agreement | $ 175,000,000 | |||
Agreement of initial term | 3 years | |||
Accounts receivable, net | $ 225,800,000 | $ 176,500,000 | ||
Seller | Neenah | ||||
Product Information [Line Items] | ||||
Ownership of joint ventures | 100% | |||
Receivables Pledged as Collateral | Nonrecourse | ||||
Product Information [Line Items] | ||||
Accounts receivable, net | $ 33,500,000 | $ 27,900,000 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Activity Under the Receivables Sales Agreement and Reverse Receivables Programs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Trade accounts receivable sold to financial institutions | $ 234.2 | $ 279.2 |
Cash proceeds from financial institutions | $ 234.1 | $ 278.9 |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income, net of tax | $ 906.9 | $ 949.1 | $ 1,159.3 | $ 1,179.3 |
Accumulated other comprehensive income, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income, net of tax | 32.6 | 39.1 | $ (87.9) | $ (95.4) |
Accumulated pension and OPEB liability adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, income tax benefit | 4.3 | 4.3 | ||
Accumulated other comprehensive income, net of tax | (19.9) | (20.3) | ||
Accumulated unrealized gain on derivative instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, income tax benefit | (14.4) | (12.8) | ||
Accumulated other comprehensive income, net of tax | 30.2 | 27.9 | ||
Accumulated unrealized foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive loss, income tax benefit | 14.4 | 14.6 | ||
Accumulated other comprehensive income, net of tax | $ 22.3 | $ 31.5 |
Other Comprehensive Income (L_4
Other Comprehensive Income (Loss) - Schedule of Changes in Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pre-tax | $ (4.7) | $ 6.9 |
Tax | (1.8) | 0.6 |
Other comprehensive income (loss) | (6.5) | 7.5 |
Pension and OPEB liability adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pre-tax | 0.4 | 1.2 |
Tax | 0 | (0.7) |
Other comprehensive income (loss) | 0.4 | 0.5 |
Derivative instrument adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pre-tax | 3.9 | (14.1) |
Tax | (1.6) | 2.7 |
Other comprehensive income (loss) | 2.3 | (11.4) |
Unrealized foreign currency translation adjustments | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Pre-tax | (9) | 19.8 |
Tax | (0.2) | (1.4) |
Other comprehensive income (loss) | $ (9.2) | $ 18.4 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator (basic and diluted): | ||
Net loss | $ (28) | $ (7.7) |
Less: Dividends to participating securities | 0 | (0.1) |
Net loss attributable to Common Stockholders, basic | (28) | (7.8) |
Net loss attributable to Common Stockholders, diluted | $ (28) | $ (7.8) |
Denominator: | ||
Average number of common shares outstanding (in shares) | 54,267,900 | 54,483,000 |
Effect of dilutive stock-based compensation (in shares) | 0 | 0 |
Average number of common and potential common shares outstanding (in shares) | 54,267,900 | 54,483,000 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 124.9 | $ 129.9 |
Work in process | 56.3 | 50.4 |
Finished goods | 146.4 | 160 |
Supplies and other | 13.4 | 12.6 |
Total inventories | $ 341 | $ 352.9 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in the Carrying Amount of Goodwill by Reporting Segment (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 474.1 |
Foreign currency translation | (3.5) |
Goodwill ending balance | 470.6 |
FAM | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 417.9 |
Foreign currency translation | (2.6) |
Goodwill ending balance | 415.3 |
SAS | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | 56.2 |
Foreign currency translation | (0.9) |
Goodwill ending balance | $ 55.3 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense of intangible assets | $ 15.8 | $ 14.5 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Amortized Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 873.9 | $ 882.1 |
Accumulated Amortization | 258.1 | 272.3 |
Net Carrying Amount | 615.8 | 609.8 |
Impairment of intangibles | 0.7 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15.5 | |
Net Carrying Amount | 15.5 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 743.8 | 737.4 |
Accumulated Amortization | 209.4 | 220.5 |
Net Carrying Amount | 534.4 | 516.9 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 71.8 | 71.4 |
Accumulated Amortization | 34.1 | 35.6 |
Net Carrying Amount | 37.7 | 35.8 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32.7 | 47.9 |
Accumulated Amortization | 6.4 | 7.2 |
Net Carrying Amount | 26.3 | 40.7 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20.8 | 20.6 |
Accumulated Amortization | 4.5 | 5.2 |
Net Carrying Amount | 16.3 | 15.4 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2.9 | 2.9 |
Accumulated Amortization | 2.8 | 2.9 |
Net Carrying Amount | 0.1 | 0 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1.9 | 1.9 |
Accumulated Amortization | 0.9 | 0.9 |
Net Carrying Amount | $ 1 | $ 1 |
Restructuring and Impairment _3
Restructuring and Impairment Activities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | $ 14.4 | $ 0.8 |
Restructuring expected cost | 7 | |
Other Current Assets | ||
Restructuring Cost and Reserve [Line Items] | ||
Asset, held-for-sale | 10.3 | 10.5 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 12.7 | 0.1 |
Severance | Unallocated | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 3 | |
Corporate | Unallocated | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 0 | 0 |
FAM | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 0.8 | 0.7 |
Restructuring charges | 4 | |
FAM | Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 2.4 | |
FAM | Closed Facility | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expected cost | 2 | |
FAM | Closed Facility | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expected cost | 2.5 | |
SAS | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 0.9 | $ 0.1 |
Restructuring charges | 3.8 | |
SAS | Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 7.3 | |
SAS | Closed Facility | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0.8 | |
SAS | Closed Facility | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expected cost | 1 | |
SAS | Closed Facility | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expected cost | $ 1.5 |
Restructuring and Impairment _4
Restructuring and Impairment Activities - Schedule of Total Restructuring, Restructuring Related, and Impairment Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | $ 14.4 | $ 0.8 |
Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | 12.7 | 0.1 |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and impairment expense: | $ 1.7 | $ 0.7 |
Restructuring and Impairment _5
Restructuring and Impairment Activities - Schedule of Changes in Restructuring Liabilities (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring Reserve [Roll Forward] | ||
Balance at beginning of period | $ 3.8 | $ 4 |
Accruals for announced programs | 4.3 | 0 |
Cash payments | (2.2) | (0.3) |
Balance at end of period | $ 5.9 | $ 3.7 |
Debt - Schedule of Total Debt (
Debt - Schedule of Total Debt (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 25, 2018 |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ (22.6) | $ (24.3) | |
Total debt | 1,158 | 1,104.6 | |
Less: Current debt | (2.7) | (2.8) | |
Total long-term debt | 1,155.3 | 1,101.8 | |
Revolving Credit Facility | Revolving facility - U.S. dollar borrowings | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 313 | 260 | |
Term Loan facility | Term loan A facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 84.3 | 84.3 | |
Term Loan facility | Term loan B facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 160.5 | 160.5 | |
Term Loan facility | Delayed draw term loan | Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 273.2 | 273.2 | |
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Decrease in fair value | $ 5.6 | 4.9 | |
Unsecured Debt | 6.875% Senior Unsecured Notes Due 2026 | |||
Debt Instrument [Line Items] | |||
Interest rate (percent) | 6.875% | 6.875% | |
Discount | $ 2.9 | 3.2 | |
Long-term debt, gross | 341.5 | 341.9 | |
German loan agreement | German loan agreement | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 8.1 | $ 9 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | |||||||||
Jul. 01, 2023 | Jul. 05, 2022 | Feb. 10, 2021 USD ($) | Sep. 25, 2018 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 | Dec. 31, 2023 USD ($) | Sep. 29, 2023 | May 30, 2022 USD ($) | May 06, 2022 USD ($) | |
Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Fair market value | $ 321,100,000 | $ 335,600,000 | ||||||||
New Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Effective interest rate on debt facilities (percent) | 5.94% | 5.63% | ||||||||
Term loan A facility | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Average interest rate (percent) | 8.18% | |||||||||
Term loan B facility | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Average interest rate (percent) | 9.19% | |||||||||
Delayed draw term loan | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Average interest rate (percent) | 7.93% | |||||||||
6.875% Senior Unsecured Notes Due 2026 | Unsecured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 350,000,000 | |||||||||
Interest rate (percent) | 6.875% | 6.875% | ||||||||
Effective rate (percent) | 7.248% | |||||||||
6.875% Senior Unsecured Notes Due 2026 | Senior unsecured notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate (percent) | 6.875% | |||||||||
German loan agreement | German loan agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Face amount | $ 10,700,000 | |||||||||
Average interest rate (percent) | 1.75% | |||||||||
Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 1 month | |||||||||
Basis spread on variable rate (percent) | 1% | |||||||||
Credit Facility | Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1% | |||||||||
Credit Facility | Revolving Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 2.50% | |||||||||
Credit Facility | Revolving Credit Facility | Federal Funds Effective Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||
Credit Facility | Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0% | |||||||||
Credit Facility | Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1.50% | |||||||||
Credit Facility | New Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 700,000,000 | |||||||||
EBITDA ratio | 4.50 | 4.50 | ||||||||
Interest coverage ratio | 3 | |||||||||
Credit Facility | New Credit Facility | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 500,000,000 | $ 600,000,000 | ||||||||
Debt instrument term | 5 years | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 7 years | |||||||||
Face amount | $ 200,000,000 | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Federal Funds Effective Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.50% | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1% | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Secured Overnight Financing Rate (SOFR) | Minimum | Expected | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1.25% | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Secured Overnight Financing Rate (SOFR) | Maximum | Expected | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 2.75% | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Base Rate | Minimum | Expected | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.25% | |||||||||
Credit Facility | Term loan A facility | Term Loan facility | Base Rate | Maximum | Expected | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 1.75% | |||||||||
Credit Facility | Term loan B facility | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument term | 7 years | |||||||||
Face amount | $ 350,000,000 | |||||||||
Incremental loans | $ 250,000,000 | |||||||||
Credit Facility | Term loan B facility | Term Loan facility | Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 2.75% | |||||||||
Credit Facility | Term loan B facility | Term Loan facility | Secured Overnight Financing Rate (SOFR) Floor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0.75% | |||||||||
Credit Facility | Term loan B facility | Term Loan facility | Euro Interbank Offered Rate (EURIBOR) Floor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 0% | |||||||||
Credit Facility | Term loan B facility | Term Loan facility | Euro Interbank Offered Rate (EURIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (percent) | 3.75% | |||||||||
Credit Facility | Delayed draw term loan | Term Loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 650,000,000 | |||||||||
Revolving Credit Facility | New Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowing capacity | $ 400,000,000 | |||||||||
Revolving Credit Facility | Previous Senior Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Average interest rate (percent) | 8.03% |
Debt - Schedule of Expected Mat
Debt - Schedule of Expected Maturities for the Company's Debt Obligations (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 2 |
2025 | 2.7 |
2026 | 344.2 |
2027 | 671.2 |
2028 | 160.5 |
Thereafter | 0 |
Total | $ 1,180.6 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 EUR (€) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Cross Currency Interest Rate Contract | Derivatives designated as hedges | ||||
Derivative [Line Items] | ||||
Notional value | € | € 450 | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Deferred gains | $ 9.9 | |||
Interest Rate Swap | Effect of fair value hedges | ||||
Derivative [Line Items] | ||||
Notional value | $ 173.4 | $ 173.4 | ||
Interest Rate Swap | Derivatives designated as cash flow hedge | ||||
Derivative [Line Items] | ||||
Notional value | $ 692.2 | $ 720 |
Derivatives - Schedule of Fair
Derivatives - Schedule of Fair Value of Asset and Liability Derivatives by Balance Sheet Location (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 19 | $ 13.5 |
Liability Derivatives | 14.9 | 24.8 |
Derivatives designated as hedges | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 17.8 | 11.8 |
Liability Derivatives | 13.7 | 23.3 |
Derivatives designated as hedges | Foreign exchange contracts | Accounts receivable, net | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.5 | 0.9 |
Derivatives designated as hedges | Foreign exchange contracts | Other assets | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedges | Foreign exchange contracts | Accrued expenses and other current liabilities | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0.2 | 0 |
Derivatives designated as hedges | Foreign exchange contracts | Other liabilities | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 7.9 | 18.4 |
Derivatives designated as hedges | Interest rate contracts | Accounts receivable, net | Derivatives designated as cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedges | Interest rate contracts | Other assets | Derivatives designated as cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 17.3 | 10.9 |
Derivatives designated as hedges | Interest rate contracts | Accrued expenses and other current liabilities | Derivatives designated as cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 0 | 0 |
Derivatives designated as hedges | Interest rate contracts | Other liabilities | Derivatives designated as cash flow hedge | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 5.6 | 4.9 |
Derivatives not designated as hedges | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.2 | 1.7 |
Liability Derivatives | 1.2 | 1.5 |
Derivatives not designated as hedges | Foreign exchange contracts | Accounts receivable, net | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.2 | 1.7 |
Derivatives not designated as hedges | Foreign exchange contracts | Accrued expenses and other current liabilities | Effect of fair value hedges | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 1.2 | $ 1.5 |
Derivatives - Schedule of Net E
Derivatives - Schedule of Net Effect Of Derivative Instruments Designated in Hedging Relationships by Income Statement Location (Details) - Derivatives designated as hedges - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) | $ 18.9 | $ (14.9) |
Derivatives designated as cash flow hedge | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) | 10.2 | (8.3) |
Derivatives designated as net investment hedge | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gains (Losses) Recognized in Accumulated Other Comprehensive Income (Loss) | $ 8.7 | $ (6.6) |
Derivatives - Schedule of Effec
Derivatives - Schedule of Effect the Derivative Instruments Not Designated as Cash Flow Hedging Instruments on Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | $ 10 | $ 8.3 |
Derivatives not designated as hedges | Foreign exchange contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | 1.7 | 0 |
Effect of cash flow hedges | Derivatives designated as hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | 6.3 | 5.8 |
Effect of net investment hedges | Derivatives designated as hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | 2 | 2.5 |
Effect of fair value hedges | Derivatives designated as hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | 1.1 | 0.6 |
Effect of fair value hedges | Derivatives not designated as hedges | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Amount of Gain (Loss) Recognized | $ (1.1) | $ (0.6) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
U.S. | Workforce Subject to Collective-Bargaining Arrangements | Unionized Employees Concentration Risk | |
Loss Contingencies [Line Items] | |
Net sales | 24% |
U.S. | Workforce Subject to Collective-Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | |
Loss Contingencies [Line Items] | |
Net sales | 6% |
Non-US | Workforce Subject to Collective-Bargaining Arrangements | Unionized Employees Concentration Risk | |
Loss Contingencies [Line Items] | |
Net sales | 33% |
Non-US | Workforce Subject to Collective-Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | |
Loss Contingencies [Line Items] | |
Net sales | 4% |
Maximum | |
Loss Contingencies [Line Items] | |
Indemnification liability | $ 10 |
Postretirement and Other Bene_3
Postretirement and Other Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Qualified defined contribution plan costs | $ 3.5 | $ 4 |
Pension Benefits | U.S. | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 0.4 | 0.4 |
Interest cost | 4.2 | 4.4 |
Expected return on plan assets | (5.6) | (5.5) |
Amortizations and other | 0 | 0 |
Net pension cost (benefit) | (1) | (0.7) |
Pension Benefits | Non-U.S. | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 0.3 | 0.3 |
Interest cost | 2.2 | 2.1 |
Expected return on plan assets | (1.5) | (1.1) |
Amortizations and other | 0 | 0.1 |
Net pension cost (benefit) | 1 | 1.4 |
Other Post-employment Plans | U.S. | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 0.3 | 0.3 |
Expected return on plan assets | 0 | 0 |
Amortizations and other | 0 | 0 |
Net pension cost (benefit) | 0.3 | 0.3 |
Other Post-employment Plans | Non-U.S. | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Service cost | 0.3 | 0.3 |
Interest cost | 0 | 0 |
Expected return on plan assets | 0 | 0 |
Amortizations and other | 0 | 0 |
Net pension cost (benefit) | $ 0.3 | $ 0.3 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate from continuing operations (percent) | 7.90% | 16.20% |
Income tax penalties and interest accrued | $ 0 | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 segment | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | segment | 2 | 2 | |
Net Sales | |||
Net Sales | $ 500.2 | $ 549 | |
Operating Profit (Loss) | |||
Operating Profit (Loss) | (13.8) | (2.2) | |
FAM | |||
Net Sales | |||
Net Sales | 202.7 | 220.6 | |
SAS | |||
Net Sales | |||
Net Sales | 297.5 | 328.4 | |
Operating Segments | FAM | |||
Net Sales | |||
Net Sales | 202.7 | 220.6 | |
Operating Profit (Loss) | |||
Operating Profit (Loss) | 14.6 | 27.2 | |
Operating Segments | SAS | |||
Net Sales | |||
Net Sales | 297.5 | 328.4 | |
Operating Profit (Loss) | |||
Operating Profit (Loss) | 4.2 | 5.1 | |
Unallocated | |||
Operating Profit (Loss) | |||
Operating Profit (Loss) | $ (32.6) | $ (34.5) |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disposal Groups, Including Discontinued Operations, Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income from discontinued operations | $ 0 | $ 7.8 |
Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | 130 | |
Cost of products sold | 108.7 | |
Gross profit | 21.3 | |
Selling expense | 3.5 | |
Research and development expense | 2.4 | |
General expense | 3.9 | |
Total nonmanufacturing expenses | 9.8 | |
Operating profit | 11.5 | |
Interest expense | (10.9) | |
Other income, net | 7.7 | |
Income from discontinued operations before income taxes | 8.3 | |
Income tax expense | 0.6 | |
Income from equity affiliates, net of income taxes | 0.1 | |
Net income from discontinued operations | $ 7.8 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 24, 2024 shares |
Subsequent Event | 2024 Plan | |
Subsequent Event [Line Items] | |
Number of shares authorized for grant (in shares) | 2,800,000 |