Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38348 | |
Entity Registrant Name | RANPAK HOLDINGS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 98-1377160 | |
Entity Address, Address Line One | 7990 Auburn Road | |
Entity Address, City or Town | Concord Township | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44077 | |
City Area Code | 440 | |
Local Phone Number | 354-4445 | |
Title of 12(b) Security | Class A Ordinary Shares, par value $0.0001 per share | |
Trading Symbol | PACK | |
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 Central Index Key | 0001712463 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Ordinary Shares, par value $0.0001 per share | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,010,828 | |
Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,921,099 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net revenue | $ 82.5 | $ 87.7 |
Cost of goods sold | 57.9 | 51.4 |
Gross profit | 24.6 | 36.3 |
Selling, general and administrative expenses | 29.7 | 19.1 |
Depreciation and amortization expense | 8.2 | 8.7 |
Other operating expense, net | 0.5 | 0.8 |
Income (loss) from operations | (13.8) | 7.7 |
Interest expense | 5 | 5.6 |
Foreign currency gain | (0.6) | (3.6) |
Income (loss) before income tax benefit | (18.2) | 5.7 |
Income tax benefit | (4.1) | (0.6) |
Net income (loss) | $ (14.1) | $ 6.3 |
Earnings (loss) per share | ||
Basic | $ (0.17) | $ 0.09 |
Diluted | $ (0.17) | $ 0.08 |
Weighted average number of shares outstanding - Class A and C | ||
Basic | 81,573,467 | 73,559,340 |
Diluted | 81,573,467 | 76,248,514 |
Other comprehensive income (loss), before tax | ||
Foreign currency translation, adjustment | $ (2.8) | $ (8.4) |
Interest rate swap adjustments | 8.1 | 2.6 |
Cross currency swap adjustments | 0.1 | 0 |
Total other comprehensive income (loss), before tax | 5.4 | (5.8) |
Provision for income taxes related to other comprehensive income (loss) | 2 | 0.6 |
Total other comprehensive income (loss), net of tax | 3.4 | (6.4) |
Comprehensive loss, net of tax | (10.7) | (0.1) |
Class A | ||
Net income (loss) | $ (13.6) | $ 5.8 |
Earnings (loss) per share | ||
Basic | $ (0.17) | $ 0.09 |
Diluted | $ (0.17) | $ 0.08 |
Weighted average number of shares outstanding - Class A and C | ||
Basic | 78,652,368 | 67,222,766 |
Diluted | 78,652,368 | 69,737,221 |
Class C | ||
Net income (loss) | $ (0.5) | $ 0.5 |
Earnings (loss) per share | ||
Basic | $ (0.17) | $ 0.08 |
Diluted | $ (0.17) | $ 0.08 |
Weighted average number of shares outstanding - Class A and C | ||
Basic | 2,921,099 | 6,336,574 |
Diluted | 2,921,099 | 6,511,293 |
Paper revenue | ||
Revenue | $ 66.2 | $ 74.8 |
Other revenue | ||
Revenue | 4.1 | 2.1 |
Machine lease | ||
Revenue | $ 12.2 | $ 10.8 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 80.5 | $ 103.9 | |
Accounts receivable, net | 47.6 | 43.7 | |
Inventories, net | 41.2 | 32.9 | |
Income tax receivable | 6 | 2.7 | |
Prepaid expenses and other current assets | 11.7 | 8.3 | |
Total current assets | 187 | 191.5 | |
Property, plant and equipment, net | 123.1 | 126.3 | |
Operating lease right-of-use assets, net | 5.9 | 6.6 | |
Goodwill | 451.3 | 453 | |
Intangible assets, net | 398.6 | 406.5 | |
Deferred tax assets | 0 | 0.1 | |
Other assets | 34.4 | 29.4 | |
Total assets | 1,200.3 | 1,213.4 | |
Current liabilities | |||
Accounts payable | 39.4 | 33.5 | |
Accrued liabilities and other | 23 | 31.5 | |
Current portion of long-term debt | 1 | 1 | |
Operating lease liabilities, current | 2.2 | 2.4 | |
Deferred machine fee revenue | 2.1 | 3.1 | |
Total current liabilities | 67.7 | 71.5 | |
Long-term debt | 398.1 | 400.4 | |
Deferred tax liabilities | 98 | 97.7 | |
Derivative instruments | 0 | 2.4 | |
Operating lease liabilities, non-current | 3.8 | 4.3 | |
Other liabilities | 1.3 | 0.9 | |
Total liabilities | 568.9 | 577.2 | |
Commitments and contingencies - Note 13 | |||
Shareholders' equity | |||
Additional paid-in capital | 694.8 | 688.9 | |
Accumulated deficit | (69.4) | (55.3) | |
Accumulated other comprehensive income | 6 | 2.6 | |
Total shareholders' equity | 631.4 | 636.2 | $ 523.8 |
Total liabilities and shareholders' equity | 1,200.3 | 1,213.4 | |
Class A | |||
Shareholders' equity | |||
Common stock | 0 | 0 | |
Class C | |||
Shareholders' equity | |||
Common stock | $ 0 | $ 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Balance Sheets - Parenthetical - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, shares authorized (shares) | 426,000,000 | ||||
Class A | |||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | |||
Common stock, shares issued (shares) | 79,006,238 | 78,482,024 | 5,300,000 | ||
Common stock, shares outstanding (shares) | 79,006,238 | 78,482,024 | 69,343,361 | 69,005,059 | |
Class C | |||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | |||
Common stock, shares issued (shares) | 2,921,099 | 2,921,099 | |||
Common stock, shares outstanding (shares) | 2,921,099 | 2,921,099 | 6,511,293 | 6,511,293 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Millions | Total | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Income | Class A | Class C |
Beginning Balance at Dec. 31, 2020 | $ 522.9 | $ 564.7 | $ (52.5) | $ 10.7 | ||
Beginning Balance (shares) at Dec. 31, 2020 | 69,005,059 | 6,511,293 | ||||
Stock-based awards vested and distributed | (1.7) | (1.7) | ||||
Stock-based awards vested and distributed (shares) | 332,718 | |||||
Issue Director shares | 5,584 | |||||
Amortization of restricted stock units | 2.7 | 2.7 | ||||
Net income (loss) | 6.3 | 6.3 | $ 5.8 | $ 0.5 | ||
Other comprehensive income (loss) | (6.4) | (6.4) | ||||
Ending Balance at Mar. 31, 2021 | 523.8 | 565.7 | (46.2) | 4.3 | ||
Ending Balance (shares) at Mar. 31, 2021 | 69,343,361 | 6,511,293 | ||||
Beginning Balance at Dec. 31, 2021 | 636.2 | 688.9 | (55.3) | 2.6 | ||
Beginning Balance (shares) at Dec. 31, 2021 | 78,482,024 | 2,921,099 | ||||
Stock-based awards vested and distributed | (2.9) | (2.9) | ||||
Stock-based awards vested and distributed (shares) | 521,719 | |||||
Issue Director shares | 2,495 | |||||
Amortization of restricted stock units | 8.8 | 8.8 | ||||
Net income (loss) | (14.1) | (14.1) | $ (13.6) | $ (0.5) | ||
Other comprehensive income (loss) | 3.4 | 3.4 | ||||
Ending Balance at Mar. 31, 2022 | $ 631.4 | $ 694.8 | $ (69.4) | $ 6 | ||
Ending Balance (shares) at Mar. 31, 2022 | 79,006,238 | 2,921,099 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (14.1) | $ 6.3 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 18.8 | 17.9 |
Amortization of deferred financing costs | 0.4 | 0.4 |
Loss on disposal of fixed assets | 0 | 0.2 |
Deferred income taxes | (1.4) | (1.4) |
Amortization of initial value of interest rate swap | (0.2) | (0.2) |
Currency gain on foreign denominated debt and notes payable | (0.2) | (3.6) |
Amortization of restricted stock units | 8.8 | 2.7 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in receivables, net | (4.8) | (3) |
(Increase) decrease in inventory | (7.6) | (5.5) |
(Increase) decrease in prepaid expenses and other assets | (1.2) | 0.1 |
Increase (decrease) in accounts payable | 2.9 | 1.8 |
Increase (decrease) in accrued liabilities | (4.9) | (0.3) |
Change in other assets and liabilities | (5.9) | (2.9) |
Net cash provided by (used in) operating activities | 9.4 | 12.5 |
Capital expenditures: | ||
Converter equipment | (8.4) | (8) |
Other capital expenditures | (1.4) | (2.9) |
Total capital expenditures | (9.8) | (10.9) |
Patent and trademark expenditures | (0.9) | (0.3) |
Net cash used in investing activities | (10.7) | (11.2) |
Cash Flows from Financing Activities | ||
Principal payments on term loans | (0.4) | (0.4) |
Payments on finance lease liabilities | (0.2) | (0.2) |
Exit payment | 0 | (8.2) |
Tax payments for withholdings on stock-based awards distributed | (2.5) | |
Net cash used in financing activities | (3.1) | (8.8) |
Effect of Exchange Rate Changes on Cash | (0.2) | (0.5) |
Net Decrease in Cash and Cash Equivalents | (23.4) | (8) |
Cash and Cash Equivalents, beginning of period | 103.9 | 48.5 |
Cash and Cash Equivalents, end of period | $ 80.5 | $ 40.5 |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1 — Nature of Operations Ranpak Holdings Corp. is a leading provider of environmentally sustainable, systems-based, product protection solutions for e-Commerce and industrial supply chains. Through proprietary protective packaging solutions (“PPS”) systems and paper consumables, the Company offers a full suite of protective packaging solutions. The Automated Solutions (“AS”) and Automated Paper Solutions (“APS”) (collectively, “Automation”) product lines provide end-of-line automation systems that solve distinct challenges facing end-users. The Company’s business is global, with a strong presence in the United States and Europe. Throughout this report, when we refer to “Ranpak,” the “Company,” “we,” “our,” or “us,” we are referring to Ranpak Holdings Corp. and all of our subsidiaries, except where the context indicates otherwise. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Statements — These interim unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for each of the three years ended December 31, 2021, 2020, and 2019, which are included in our Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 10-K”). The three months ended March 31, 2022 may be further referred to herein as the “first quarter of 2022.” The three months ended March 31, 2021 may be further referred to herein as the “first quarter of 2021.” The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with instructions to Form 10-Q and Rule 10-01 of the Securities and Exchange Commission (“SEC”) Regulation S-X as they apply to interim financial information. Accordingly, the unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, although we believe that the disclosures made are adequate to make the information not misleading. The interim condensed consolidated financial statements are unaudited but, in our opinion, include all adjustments that are necessary for a fair statement of operations and financial position for the periods presented. The interim financial results are not necessarily indicative of results that may be expected for any other interim period or the fiscal year. Principles of Consolidation — The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with GAAP. All intercompany balances and transactions have been eliminated in consolidation and certain immaterial prior year amounts have been reclassified consistent with current year presentation. All amounts are in millions, except share and per share amounts and are approximate due to rounding. Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. Foreign Currency — The nature of business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The functional currency of our operating subsidiaries outside the U.S. is the applicable local currency. For those operations, assets and liabilities are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated into U.S. dollars using average monthly exchange rates. Recently Adopted Accounting Standards — We have adopted all applicable accounting standards and did not adopt any new accounting standards issued by the Financial Accounting Standards Board (“FASB”) in the first quarter of 2022. Recently Issued Accounting Standards — As of March 31, 2022, it is not expected that the future adoption of any recently issued accounting pronouncements by the FASB will have a material impact on our financial position, results of operations or cash flows. |
Supplemental Balance Sheet Data
Supplemental Balance Sheet Data and Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Data and Cash Flow Information | Note 3 — Supplemental Balance Sheet Data and Cash Flow Information Cash and cash equivalents — Cash and cash equivalents include securities with original maturities of three months or less and cash in banks. In June 2021, we invested in a money market fund. A money market fund is classified as a cash equivalent because of its short-term, highly liquid nature that is readily convertible to cash. Unrealized gains or losses are included in other operating non-operating expense (income), net and were immaterial in all periods presented. The balance was approximately $ 55.0 million and $ 70.0 million at March 31, 2022 and December 31, 2021, respectively. The fair value of money market funds is considered Level 1 in the fair value hierarchy because they are securities traded in active markets. Refer to Note 10, “ Fair Value Measurement ” for further detail. In May 2021, we completed a public offering of 4.5 million shares of Class A common stock. Additionally, the underwriters completed the exercise of an allotment option to sell an additional 0.8 million shares (the public offering and the allotment option collectively referred to as the “May 2021 Equity Offering”). Cash proceeds received in the May 2021 Equity Offering, net of underwriting fees, commissions, and transaction expenses, were $ 103.4 million. We used some of the proceeds to invest in a money market fund to generate short-term cash returns. Additionally, we prepaid $ 20.9 million of principal on the First Lien Dollar Term Facility in the June 2021 Prepayment (herein defined). The balance will be used for general corporate purposes. Refer to Note 7, “ Long-Term Debt ” for further detail. Accounts Receivable, net — The components of accounts receivable, net were as follows: March 31, 2022 December 31, 2021 Accounts receivable $ 48.5 $ 44.7 Allowance for doubtful accounts ( 0.9 ) ( 1.0 ) Accounts receivable, net $ 47.6 $ 43.7 At March 31, 2022 and December 31, 2021 , no customer’s accounts receivable balances exceeded 10.0 % of our accounts receivable balance. Inventories, net — The components of inventories, net were as follows: March 31, 2022 December 31, 2021 Raw materials $ 18.4 $ 19.5 Work-in-process 10.8 1.2 Finished goods 12.3 12.5 Total inventories 41.5 33.2 Reserve for obsolescence ( 0.3 ) ( 0.3 ) Inventories, net $ 41.2 $ 32.9 Property, Plant and Equipment, net — The following table details our property, plant and equipment, net: March 31, 2022 December 31, 2021 Land $ 4.1 $ 4.1 Buildings and improvements 8.8 9.2 Machinery and equipment 29.4 22.3 Computer and office equipment 10.5 12.7 Converting machines 167.3 164.1 Total property, plant, and equipment 220.1 212.4 Accumulated depreciation ( 97.0 ) ( 86.1 ) Property, plant, and equipment, net $ 123.1 $ 126.3 Depreciation expense recorded in cost of goods sold and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended March 31, Depreciation expense included in 2022 2021 Cost of goods sold $ 10.6 $ 9.1 Depreciation and amortization expense 0.9 1.4 Total depreciation expense $ 11.5 $ 10.5 Accrued Liabilities and Other – The components of accrued liabilities and other were as follows: March 31, 2022 December 31, 2021 Employee compensation $ 2.2 $ 1.5 Taxes 10.8 6.9 Professional fees 3.5 4.6 Bonus 3.3 10.1 Interest 1.6 1.7 Interest rate swap liability, current portion 0.4 3.8 Other 1.2 2.9 Accrued liabilities and other $ 23.0 $ 31.5 Supplemental Cash Flow Information — Supplemental cash flow information is as follows: Three Months Ended March 31, 2022 2021 Supplemental cash flow information Interest paid $ 5.1 $ 5.5 Taxes paid 0.7 0.7 Non-cash investing activities Right-of-use assets obtained in exchange for lease liabilities $ 0.1 $ 8.9 Capital expenditures in accounts payable $ 0.7 $ 0.3 |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 4 — Segment and Geographic Information In accordance with ASC 280, Segment Reporting (“ASC 280”), we determined we have two operating segments which are aggregated into one reportable segment, Ranpak. The chief operating decision maker assesses the Company’s performance and allocates resources based on the Company’s consolidated financial information. The aggregation of the two operating segments is based on the Company’s determination that, per ASC 280, the operating segments have similar economic characteristics, and are similar in all of the following areas: the nature of products and services, the nature of production processes, the type or class of customer for their products or services, and the methods used to distribute their products or provide their services. In addition, the operating segments were aggregated for purposes of determining whether segments meet the quantitative threshold for separate reporting. We attribute revenue and gross profit to individual countries based on the selling location. Our products are primarily sold from North America and Europe. As previously noted, segment gross profit includes certain depreciation and amortization expenses that are included in cost of goods sold. Three Months Ended March 31, 2022 2021 Revenue North America $ 30.9 $ 28.1 Europe/Asia 51.6 59.6 Net revenue 82.5 87.7 Segment gross profit North America 9.9 9.7 Europe/Asia 14.7 26.6 Gross profit 24.6 36.3 Expenses excluded from segment gross profit Selling, general and administrative expenses 29.7 19.1 Depreciation and amortization expense 8.2 8.7 Other operating expense, net 0.5 0.8 Interest expense 5.0 5.6 Foreign currency gain ( 0.6 ) ( 3.6 ) Income (loss) before income tax benefit $ ( 18.2 ) $ 5.7 Our customers are not concentrated in any specific geographic region. During the three months ended March 31, 2022 and 2021 , no customers exceeded 10 % of net revenue. The following table presents our long-lived assets by geographic region: March 31, 2022 December 31, 2021 North America $ 61.8 $ 62.1 Europe/Asia 61.3 64.2 Total long-lived assets $ 123.1 $ 126.3 |
Revenue Recognition, Contracts
Revenue Recognition, Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition, Contracts with Customers | Note 5 — Revenue Recognition, Contracts with Customers Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. Revenue for paper consumables is recognized based on shipping terms, which is the point in time the customer obtains control of the promised goods. Revenue for equipment sales is recognized based on an input method, based on percentage of completion of cost and effort incurred. Maintenance revenue is recognized straight-line on the basis that the level of effort is consistent over the term of the contract. Lease components within contracts with customers are recognized in accordance with ASC 842. Our contract durations are twelve months or less and lease revenues beyond twelve months are not estimable. Sales, value-added, and other taxes collected from customers and remitted to governmental authorities are excluded from revenue. Our paper consumables, automation equipment, and maintenance services are determined to be distinct performance obligations. Free on loan and leased equipment is typically identified as a separate lease component in scope of ASC 842. In association to the sale of automation equipment, we sell other goods and services, such as extended warranties, preventative maintenance services, spare parts and spare part packages, and consulting services. We have forms of variable consideration present in our contracts with customers, including rebates and other discounts. We estimate variable consideration using either the expected value method or the most likely amount method. We include in the transaction price some or all of an amount of variable consideration estimated to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The time between when a performance obligation is satisfied and when billing and payment occur is closely aligned and performance obligations do not extend beyond one year. As the transfer of control of our products results in an unconditional right to receive consideration, we did no t record contract assets as of March 31, 2022 and December 31, 2021. Deferred revenue represents contractual amounts received from customers that exceed percentage of project completion that is in excess of costs incurred for automation equipment sales, as well as prepayments for machine fees. Prepayments for machine fees are amortized over the next quarter. Our enforceable contractual obligations have durations of less than one year and are included in current liabilities on the unaudited condensed consolidated balance sheets. Changes in deferred revenue were as follows: Three Months Ended March 31, 2022 Beginning balance $ 3.1 Deferral of revenue 2.8 Recognition of revenue ( 3.8 ) Ending balance $ 2.1 In addition to the disaggregation of revenue between paper, machine lease, and other revenue, we also disaggregate our revenue by segment geography to assist in evaluating the nature, timing, and uncertainty of revenue and cash flows that may be impacted by economic factors: Three Months Ended March 31, 2022 2021 ASC 606 North America $ 25.6 $ 23.6 Europe/Asia 44.7 53.3 Total paper and other revenue $ 70.3 $ 76.9 ASC 842 Machine lease revenue $ 12.2 $ 10.8 Net revenue $ 82.5 $ 87.7 North America consists of the United States, Canada and Mexico, among others; Europe/Asia consists of European, Asian (including China), Pacific Rim, South American and African countries, among others. |
Goodwill, Long-Lived and Intang
Goodwill, Long-Lived and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Long-Lived and Intangible Assets, Net | Note 6 — Goodwill, Long-Lived and Intangible Assets, Net Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired. Trademarks and trade names are accounted for as indefinite-lived intangible assets and, accordingly, are not subject to amortization. We review goodwill on a reporting unit basis and indefinite-lived assets for impairment annually on October 1 st and on an interim basis whenever events or changes in circumstances indicate the carrying value of goodwill or indefinite-lived intangible assets may be impaired. We assessed whether events or circumstances indicate that it was more likely than not that our goodwill and indefinite-lived intangible assets were impaired as of March 31, 2022. The goodwill and indefinite-lived intangible assets assessments included consideration of key factors such as macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-and reporting unit-specific events. We concluded that it is more likely than not that the fair value of our reporting units and indefinite-lived intangible assets exceeded their carrying values at March 31, 2022. The following table shows our goodwill balances by operating segment that are aggregated into one reportable segment: North America Europe Total Balance at December 31, 2021 338.8 114.2 453.0 Currency translation - ( 1.7 ) ( 1.7 ) Balance at March 31, 2022 $ 338.8 $ 112.5 $ 451.3 Finite-Lived Intangible Assets, net Finite-lived or amortizable intangible assets consist of patented and unpatented technology, customer/distributor relationships, and other intellectual property. Impairment of Long-lived Assets We review our long-lived assets, including amortizable intangible assets and property, plant and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. For long-lived assets, an impairment loss is indicated when the undiscounted cash flows estimated to be generated by the asset group are not sufficient to recover the unamortized balance of the asset group. If indicators exist, the loss is measured as the excess of carrying value over the asset group’s fair value, as determined based on discounted future cash flows, asset appraisal and market values of similar assets. As of March 31, 2022, there were no indicators of impairment present for property, plant and equipment or amortizable intangible assets that required us to test for recoverability. The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives: March 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer/distributor relationships $ 200.1 $ ( 37.6 ) $ 162.5 $ 201.7 $ ( 34.6 ) $ 167.1 Patented/unpatented technology 172.1 ( 43.6 ) 128.5 171.9 ( 39.4 ) 132.5 Intellectual property 0.6 ( 0.1 ) 0.5 0.6 ( 0.1 ) 0.5 In-process research and development 0.7 - 0.7 - - - Total definite-lived intangible assets 373.5 ( 81.3 ) 292.2 374.2 ( 74.1 ) 300.1 Trademarks/tradenames with indefinite lives 106.4 - 106.4 106.4 - 106.4 Identifiable intangible assets, net $ 479.9 $ ( 81.3 ) $ 398.6 $ 480.6 $ ( 74.1 ) $ 406.5 The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at March 31, 2022: Year Amount 2022 $ 22.0 2023 29.3 2024 29.3 2025 28.8 2026 28.4 Thereafter 153.7 $ 291.5 Amortization expense was $ 7.3 million and $ 7.4 million in the first quarter of 2022 and 2021, respectively. The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of March 31, 2022: Remaining Weighted-Average Useful Life March 31, 2022 December 31, 2021 Customer/distributor relationships 12 years 12 years Patented/unpatented technology 8 years 9 years Intellectual property 7 years 7 years Total identifiable assets, net with definite lives 10 years 11 years |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7 — Long-Term Debt Ranger Pledgor LLC, a Delaware limited liability company (“Holdings”), Ranger Packaging LLC, a Delaware limited liability company (the “U.S. Borrower”), and Ranpak B.V., a private limited liability company under the laws of the Netherlands (the “Dutch Borrower” and together with the U.S. Borrower, the “Borrowers”), entered into a First Lien Credit Agreement on June 3, 2019 that provided for senior secured credit facilities to, in part, (i) fund a business combination, (ii) repay and terminate the existing indebtedness of Rack Holdings, and (iii) pay all fees, premiums, expenses and other transaction costs incurred in connection with the foregoing. The aggregate principal amount of the senior secured credit facilities consists of a $ 378.2 million dollar-denominated first lien term facility (the “First Lien Dollar Term Facility”), a € 140.0 million ($ 152.6 million equivalent) euro-denominated first lien term facility (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facility”) and a $ 45.0 million revolving facility (the “Revolving Facility” and together with the First Lien Term Facility, the “Facilities”). The First Lien Term Facility matures in 2026 and the Revolving Facility matures in 2024 . In June 2021, we prepaid $ 20.9 million of principal on the First Lien Dollar Term Facility (the “June 2021 Prepayment”). As of March 31, 2022 and December 31, 2021 , no amounts were outstanding under the Revolving Facility. Long-term debt consisted of the following: March 31, 2022 December 31, 2021 First Lien Dollar Term Facility $ 250.0 $ 250.0 First Lien Euro Term Facility 152.3 155.0 Finance lease liabilities 1.6 1.5 Deferred financing costs, net ( 4.8 ) ( 5.1 ) Total debt 399.1 401.4 Less: current portion of long-term debt ( 0.4 ) ( 0.4 ) Less: current portion of finance lease liabilities ( 0.6 ) ( 0.6 ) Long-term debt $ 398.1 $ 400.4 Borrowings under the Facilities, at the Borrowers’ option, bear interest at either (1) an adjusted eurocurrency rate or (2) a base rate, in each case plus an applicable margin. The applicable margin is 3.75 % with respect to eurocurrency borrowings, assuming a first lien net leverage ratio of less than 5.00 :1.00, subject to a leverage-based step-up to an applicable margin equal to 400 basis points for eurocurrency borrowings. The interest rate for the First Lien Dollar Term Facility as of March 31, 2022 and December 31, 2021 was 3.99 % and 3.85 %, respectively. The interest rate for the First Lien Euro Term Facility as of March 31, 2022 and December 31, 2021 was 3.75 % and 3.75 %, respectively. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $ 5.0 million. Any issuance of letters of credit will reduce the amount available under the Revolving Facility. As of March 31, 2022, we had $ 0.9 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $ 44.1 million. The Facilities will provide the Borrowers with the option to increase commitments under the Facilities in an aggregate amount not to exceed the greater of $ 95.0 million and 100 % of trailing-twelve months Consolidated EBITDA (as defined in the definitive documentation with respect to the Facilities), plus any voluntary prepayments of the debt financing (and, in the case of the Revolving Facility, to the extent such voluntary prepayments are accompanied by permanent commitment reductions under the Revolving Facility), plus unlimited amounts subject to the relevant net leverage ratio tests and certain other conditions. The obligations of (i) the U.S. Borrower under the Facilities and certain of its obligations under hedging arrangements and cash management arrangements are unconditionally guaranteed by Holdings and each existing and subsequently acquired or organized direct or indirect wholly-owned U.S. organized restricted subsidiary of Holdings (together with Holdings, the “U.S. Guarantors”) and (ii) the Dutch Borrower under the Facilities are unconditionally guaranteed by the U.S. Borrower, the U.S. Guarantors and each existing and subsequently acquired or organized direct or indirect wholly-owned Dutch organized restricted subsidiary of Holdings (the “Dutch Guarantors”, and together with the U.S. Guarantors, the “Guarantors”), in each case, other than certain excluded subsidiaries. The Facilities are secured by (i) a first priority pledge of the equity interests of the Borrowers and of each direct, wholly-owned restricted subsidiary of any Borrower or any Guarantor and (ii) a first priority security interest in substantially all of the assets of the Borrowers and the Guarantors (in each case, subject to customary exceptions), provided that obligations of the U.S. Borrower and U.S. Guarantors under the Facilities were not secured by assets of the Dutch Borrower or any Dutch Guarantor. The Facilities impose restrictions that require the Company to comply with or maintain certain financial tests and ratios. Such agreements restrict our ability to, among other things: (i) declare dividends or redeem or repurchase capital stock, including with respect to Class A common stock; (ii) prepay, redeem or purchase other debt; (iii) incur liens; (iv) make loans, guarantees, acquisitions and other investments; (v) incur additional indebtedness; (vi) engage in sale and leaseback transactions; (vii) amend or otherwise alter debt and other material agreements; (viii) engage in mergers, acquisitions and asset sales; (ix) engage in transactions with affiliates; and (x) enter into arrangements that would prohibit us from granting liens or restrict our ability to pay dividends, make loans or transfer assets among our subsidiaries. We were in compliance with all financial covenants as of March 31, 2022. On February 14, 2020, the Borrowers, Holdings, certain other subsidiaries of Holdings, certain lenders party to Amendment No. 1 (as defined below) and Goldman Sachs Lending Partners LLC (the “Administrative Agent”) entered into the Amendment No. 1 to First Lien Credit Agreement (“Amendment No. 1”) to amend the First Lien Credit Agreement, dated as of June 3, 2019 among the Borrowers, Holdings, the lenders, the issuing banks and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Among other things, the Amendment No. 1 amends the Credit Agreement such that (i) the requirement of the Borrowers to apply excess cash flow to mandatorily prepay term loans under the Credit Agreement commences with the fiscal year ending December 31, 2021 (instead of the fiscal year ending December 31, 2020) and (ii) the aggregate amount per fiscal year of capital stock of any parent company of the U.S. Borrower that is held by directors, officers, management, employees, independent contractors or consultants of the U.S. Borrower (or any parent company or subsidiary thereof) that the U.S. Borrower may repurchase, redeem, retire or otherwise acquire or retire for value has been increased to the greater of $ 10.0 million and 10 % of Consolidated Adjusted EBITDA (as defined in the Credit Agreement) (increased from the greater of $ 7.0 million and 7 % of Consolidated Adjusted EBITDA) as of the last day of the most recently ended four fiscal quarter period for which financial statements have been delivered. On July 1, 2020, we entered into a borrower assumption agreement (“Borrower Assumption Agreement”), which provided that, in the following order, (i) Rack Holdings Inc. merged with and into Ranger Packaging LLC, with Ranger Packaging LLC as the surviving entity of such merger and (ii) Ranger Packaging LLC merged with and into Ranpak Corp., with Ranpak Corp. as the surviving entity of such merger (clauses (i) and (ii) collectively, the “Reorganization”). Contemporaneously with the Reorganization, Ranger Packaging LLC, Ranpak Corp., Ranger Pledgor LLC, certain other subsidiaries of Ranger Pledgor LLC and Goldman Sachs Lending Partners LLC entered into the Borrower Assumption Agreement whereby, among other things, Ranpak Corp. assumed all obligations, liabilities and rights of Ranger Packaging LLC as the U.S. Borrower under the Facilities. Under the First Lien Term Facility agreement, our lower leverage ratio at December 31, 2020 required us to pay our lenders an $ 8.2 million exit payment (the “Exit Payment”), which was paid in the first quarter of 2021. As a result of making the Exit Payment to our lenders, we became eligible to enter into the Permitted Exit Payment Amendment (as defined in the Credit Agreement) to the Credit Agreement which, among other things, would introduce additional exceptions to the negative covenant that restricts the ability of the Borrowers and their restricted subsidiaries from paying dividends and distributions or repurchasing capital stock. On July 28, 2021, the Permitted Exit Payment Amendment to the Credit Agreement became effective. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Note 8 — Derivative Instruments We use derivatives as part of the normal business operations to manage our exposure to fluctuations in interest rates associated with variable interest rate debt and fluctuations in foreign currency translation associated with our global business presence. These derivatives can help decrease the volatility of cash flows affected by changes in interest rates and foreign currency exchange rates. On January 31, 2019, the Company entered into a business combination contingent interest rate swap in a notional amount of $ 200.0 million (the “January 2019 Swap”) to hedge part of the floating interest rate exposure under the First Lien Dollar Term Facility. The January 2019 Swap became effective on June 3, 2019 and would have terminated on June 3, 2022. The January 2019 Swap economically converts a portion of the variable rate debt to fixed rate debt. The Company receives floating interest payments monthly based on one-month LIBOR and pays a fixed rate of 2.56 % to the counterparty. Prior to September 25, 2019, the Company did not apply hedge accounting to the January 2019 Swap. Changes in fair value were recorded to interest expense. On September 25, 2019, the Company amended the January 2019 Swap to extend its term to mature on June 1, 2023 and lower the rate to 2.31 % (the “Amended January 2019 Swap”). We concurrently entered into an incremental $ 50.0 million notional swap at 1.5 % and maturing on June 1, 2023 (the “September 2019 Swap”). Additionally, on September 25, 2019, we designated as cash flow hedges the Amended January 2019 Swap and the September 2019 Swap and applied hedge accounting. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract agreements without exchange of the underlying notional amount. Changes in fair value are recorded in accumulated other comprehensive income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. On March 27, 2020, we entered into an interest rate swap that amended the Amended January 2019 Swap to a lower rate of 2.1 % and extended the maturity to June 1, 2024 (the “Second Amended January 2019 Swap”). We designated the Second Amended January 2019 Swap as a cash flow hedge and applied hedge accounting. A summary of our interest rate swaps is as follows: Interest Rate Swap Agreements Designation Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Debt Instrument Outstanding March 31, 2022 September 2019 Swap Cash flow hedge June 1, 2023 1.50 % $ 50.0 First Lien Dollar Term Facility 20 % Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.09 % 200.0 First Lien Dollar Term Facility 80 % $ 250.0 100 % December 31, 2021 September 2019 Swap Cash flow hedge June 1, 2023 1.50 % $ 50.0 First Lien Dollar Term Facility 20 % Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.09 % 200.0 First Lien Dollar Term Facility 80 % $ 250.0 100 % The Second Amended January 2019 Swap contains an insignificant financing element that is amortized over the term of the hedging relationship. As of March 31, 2022, we anticipate having to reclassify $ 0.4 million from accumulated other comprehensive income into earnings during the next twelve months to offset the variability of the hedged items during this period. On September 1, 2021, we entered into a cross currency swap (the “September 2021 Swap”) to protect our net investment in a European subsidiary and hedge against the risk of adverse changes in the exchange rate of the Euro and U.S. dollar (“USD”). On September 1, 2021, we designated the September 2021 Swap as a net investment hedge. The September 2021 Swap involves the receipt of fixed-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract without exchange of the underlying notional amounts. At a spot exchange rate of 1.1835 , we converted notional amounts of approximately $ 80.0 million at 5.84 % for € 67.6 million at 5.02 %. The change in fair value of the September 2021 Swap is recorded in currency translation in other comprehensive income and accumulated other comprehensive income. Components of the September 2021 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income and into interest expense over the life of the September 2021 Swap to maturity on June 1, 2024. In February 2022, we terminated the September 2021 Swap. The resulting cash inflow of approximately $ 2.1 million is recorded within other comprehensive income. We simultaneously entered into another cross-currency swap (the “February 2022 Swap”) and designated it as a net investment hedge. The February 2022 Swap involves the receipt of fixed-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract without exchange of the underlying notional amounts. At a spot exchange rate of 1.1345 , we converted notional amounts of approximately $ 80.0 million at 5.84 % for € 70.5 million at 4.37 %. The change in fair value of the February 2022 Swap is recorded in currency translation in other comprehensive income (loss) and accumulated other comprehensive income. Components of the February 2022 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income and into interest expense over the life of the February 2022 Swap to maturity on June 1, 2024. In April 2022, we terminated the February 2022 Swap, resulting in a cash inflow of approximately $ 2.8 million. We simultaneously entered into another cross-currency swap (the “April 2022 Swap”) and designated it as a net investment hedge. At a spot exchange rate of 1.0827 , we converted notional amounts of approximately $ 80.0 million at 5.84 % for € 73.9 million at 3.93 %. The April 2022 Swap matures on June 1, 2024. The following table summarizes the total fair values of derivative assets and liabilities and the respective classification in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. The net amount of derivatives can be reconciled to the tabular disclosure of fair value in Note 10, “Fair Value Measurement” : Assets (Liabilities) Balance Sheet Classification March 31, 2022 December 31, 2021 Interest Rate Swap Agreements Designated as cash flow hedges Accrued liabilities and other $ ( 0.4 ) $ ( 3.8 ) Designated as cash flow hedges Derivative instruments - ( 2.4 ) Designated as cash flow hedges Other assets 2.0 - $ 1.6 $ ( 6.2 ) Cross-Currency Swap Agreement Designated as net investment hedge Other assets $ 0.9 $ 2.3 $ 0.9 $ 2.3 The following table presents the effect of our derivative financial instruments on our unaudited condensed consolidated statements of operations. The income effects of our derivative activities are reflected in interest expense. Three Months Ended March 31, 2022 2021 Total interest expense presented in the statement of operations $ 5.0 $ 5.6 Interest rate swap agreements designated as cash flow hedges 1.0 1.0 Cross-currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing $ ( 0.3 ) $ - |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Note 9 — Accumulated Other Comprehensive Income Accumulated other comprehensive income is a separate line within the unaudited condensed consolidated statements of equity that reports our cumulative income (loss) that has not been reported as part of net income (loss). The components of accumulated other comprehensive income at March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 0.3 ) $ - $ ( 0.3 ) Unrealized gain (loss) on interest rate swaps 4.9 ( 0.9 ) 4.0 Unrealized gain (loss) on cross-currency swap 0.9 ( 0.2 ) 0.7 Realized gain (loss) on cross-currency swap 2.1 ( 0.5 ) 1.6 Total $ 7.6 $ ( 1.6 ) $ 6.0 December 31, 2021 Gross Balance Tax Effect Net Balance Foreign currency translation $ 2.5 $ - $ 2.5 Unrealized gain (loss) on interest rate swaps ( 3.2 ) 1.0 ( 2.2 ) Unrealized gain (loss) on cross-currency swap 2.9 ( 0.6 ) 2.3 Total $ 2.2 $ 0.4 $ 2.6 The following table presents the changes in accumulated other comprehensive income by component: Three Months Ended March 31, 2022 Foreign currency translation Unrealized gain (loss) on interest rate swaps Unrealized gain (loss) on cross-currency swap Realized gain (loss) on cross-currency swap Total Beginning balance $ 2.5 $ ( 2.2 ) $ 2.3 $ - $ 2.6 Other comprehensive income (loss) before reclassifications ( 2.8 ) 9.1 ( 1.7 ) 1.6 6.2 Amounts reclassified from accumulated other comprehensive income (loss) - ( 2.9 ) 0.1 - ( 2.8 ) Ending balance $ ( 0.3 ) $ 4.0 $ 0.7 $ 1.6 $ 6.0 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Note 10 — Fair Value Measurement Financial instruments are required to be categorized within a valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: • Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. • Level 3 — Unobservable inputs that are supported by little or no market activities. The carrying values of cash and cash equivalents (primarily consisting of bank deposits and a money market fund), accounts receivable and accounts payable approximate their fair values due to the short-term nature of these instruments as of March 31, 2022 and December 31, 2021. The carrying value of borrowings under the Facilities approximates fair value due to the variable interest rates associated with those borrowings. The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of our financial instruments as of March 31, 2022 and December 31, 2021: Fair Value Measurements Carrying Amount Level 1 Level 2 Level 3 March 31, 2022 Money market fund $ 55.0 $ 55.0 $ - $ - Current and long-term debt 403.9 - 403.9 - Interest rate swap agreements 1.6 - 1.6 - Cross-currency swap agreement $ 0.9 $ - $ 0.9 $ - December 31, 2021 Money market fund $ 70.0 $ 70.0 $ - $ - Current and long-term debt 406.5 - 406.5 - Interest rate swap agreements 6.2 - 6.2 - Cross-currency swap agreement $ 2.3 $ - $ 2.3 $ - The money market fund is valued at net asset value and is considered a Level 1 measurement. The money market fund's carrying value approximates its value fair due to the short-term nature of the investment. The valuation techniques and inputs used for fair value measurements categorized within Level 2 include quoted comparable prices from market inputs. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows or option pricing models using our own estimates and assumptions or those expected to be used by market participants. We determine our valuation policies and procedures and analyze changes in fair value measurements from period to period by using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. No financial instruments were measured using unobservable inputs. The fair value of outstanding long-term debt is based on prices and other relevant information generated by market transactions involving identical or comparable debt instruments, which represents a Level 2 measurement. Derivative positions are classified within Level 2 of the valuation hierarchy as they are valued using quoted market prices for similar assets and liabilities in active markets. The interest rate swaps are valued utilizing an income approach, which discounts future cash flow based upon current market expectations and adjustments for credit risk, each of which are considered Level 2 inputs. The cross-currency swap is valued utilizing forward and spot prices for currencies and LIBOR forward curves, which are considered Level 2 inputs. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 — Income Taxes For each interim reporting period, we make an estimate of the effective tax rate we expect to be applicable for the full year for our operations. This estimated effective tax rate is used in providing for income taxes on a year-to-date basis. Our effective tax rate was as follows: Three Months Ended March 31, 2022 2021 Effective tax rate 22.7 % ( 10.9 )% The fluctuation in the effective tax rate over the periods presented above was primarily attributable to a jurisdictional mix of income between periods. The effective tax rate differs from the U.S. federal statutory rate due primarily to benefits derived from stock-based compensation, the U.S. foreign-derived intangible income deduction, tax credits available in the U.S., and income in foreign jurisdictions that are taxed at different rates than the U.S. statutory tax rate. We are subject to taxation in the United States (federal, state, local) and foreign jurisdictions. As of March 31, 2022 , tax years 2019 through 2022 are subject to examination by the tax authorities. Pursuant to ASC 740, Income Taxes (“ASC 740”), as of each balance sheet date, we assess uncertain tax positions to determine whether factors underlying the sustainability assertion have changed. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 12 — Leases We lease automobiles, machinery, equipment, and warehouse and office buildings. We account for these leases in accordance with ASC 842 by recording right-of-use assets and lease liabilities. The right-of-use asset represents our right to use underlying assets for the lease term and the lease liability represents our obligation to make lease payments under the leases. We determine if an arrangement is or contains a lease at contract inception and exercise judgment and apply certain assumptions when determining the discount rate, lease term, and lease payments. ASC 842 requires a lessee to record a lease liability based on the discounted unpaid lease payments using the interest rate implicit in the lease or, if the rate cannot be readily determined, the incremental borrowing rate. Generally, we do not have knowledge of the rate implicit in the lease and, therefore, we use the incremental borrowing rate for a lease. The lease term includes the non-cancelable period of the lease plus any additional periods covered by an option to extend that we are reasonably certain to exercise. Operating leases and finance leases are included in the condensed consolidated balance sheets as follows: Classification March 31, 2022 December 31, 2021 Lease assets Operating lease right-of-use assets, net Assets $ 5.9 $ 6.6 Finance lease right of use assets, net Property, plant, and equipment, net 1.4 1.5 Total lease assets $ 7.3 $ 8.1 Lease liabilities Operating lease liabilities, current Current liabilities $ 2.2 $ 2.4 Operating lease liabilities, non-current Liabilities 3.8 4.3 Finance lease liabilities, current Current portion of long-term debt 0.6 0.6 Finance lease liabilities, non-current Long-term debt 1.0 0.9 Total lease liabilities $ 7.6 $ 8.2 The components of lease costs, which are included in income from operations in our condensed consolidated statements of operations and comprehensive income (loss), were as follows: Three Months Ended March 31, 2022 2021 Operating leases Operating lease costs $ 0.8 $ 0.7 Variable lease costs - 0.2 Total operating lease costs $ 0.8 $ 0.9 Finance leases Amortization of right-of-use asset $ 0.2 $ 0.2 Interest on finance lease liabilities - - Total finance lease costs $ 0.2 $ 0.2 Maturities of lease liabilities as of March 31, 2022 are as follows: Operating Finance Total 2022 $ 1.9 $ 0.5 $ 2.4 2023 1.7 0.5 2.2 2024 1.4 0.3 1.7 2025 1.2 0.1 1.3 2026 0.2 0.3 0.5 2027 and Thereafter - - - Total lease payments 6.4 1.7 8.1 Less lease interest ( 0.4 ) ( 0.1 ) ( 0.5 ) Total lease liabilities $ 6.0 $ 1.6 $ 7.6 Additional information related to leases is presented as follows: March 31, 2022 December 31, 2021 Operating leases Weighted average remaining lease term 3.4 years 3.5 years Weighted average discount rate 3.8 % 3.8 % Finance leases Weighted average remaining lease term 2.8 years 3.0 years Weighted average discount rate 3.3 % 3.3 % Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 0.7 $ 0.6 Operating cash flows from finance leases - - Financing cash flows from finance leases 0.2 0.1 Total cash paid $ 0.9 $ 0.7 Leased assets obtained in exchange for new operating lease liabilities $ - $ 7.1 Leased assets obtained in exchange for new finance lease liabilities 0.1 1.8 Right-of-use assets obtained in exchange for lease liabilities $ 0.1 $ 8.9 As previously noted, our machine lease revenue is accounted for under ASC 842 and is recognized on a straight-line basis over the terms of the agreements with customers, which have durations of less than one year. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 — Commitments and Contingencies Litigation We are subject to legal proceedings and claims that arise in the ordinary course of our business. Management evaluates each claim and provides for potential loss when the claim is probable to be paid and reasonably estimable. While adverse decisions in certain of these litigation matters, claims and administrative proceedings could have a material effect on a particular period’s results of operations, subject to the uncertainties inherent in estimating future costs for contingent liabilities, management believes that any future accruals with respect to these currently known contingencies would not have a material effect on the financial condition, liquidity or cash flows of the Company. There are no amounts required to be reflected in these unaudited interim condensed consolidated financial statements related to contingencies for the three months ended March 31, 2022. Environmental Matters Our operations are subject to extensive and changing U.S. federal, state and local laws and regulations, as well as the laws of other countries that establish health and environmental quality standards. These standards, among others, relate to air and water pollutants and the management and disposal of hazardous substances and wastes. We are exposed to potential liability for personal injury or property damage caused by any release, spill, exposure or other accident involving such pollutants, substances or wastes. There are no amounts required to be reflected in these unaudited interim consolidated financial statements related to environmental contingencies. Management believes the Company is in compliance, in all material respects, with environmental laws and regulations and maintains insurance coverage to mitigate exposure to environmental liabilities. Management does not believe any environmental matters will have a material adverse effect on the Company’s future consolidated results of operations, financial position or cash flows. Guarantees We issue bank guarantees from time to time for various purposes that arise out of the normal course of business. These amounts are immaterial for all periods presented. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 14 — Stock-Based Compensation We expense the fair value of grants of various stock-based compensation programs over the vesting period of the awards. Stock compensation expense is recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. Awards granted are recognized as compensation expense based on the grant date fair value, estimated in accordance with ASC 718, Compensation – Stock Compensation . The grant date fair value is the closing price of our stock on the grant date. Failure to satisfy the threshold service or performance conditions results in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions results in a reversal of previously recognized share-based compensation expense so long as the awards were probable of vesting. Stock compensation expense includes actual forfeitures incurred. The table below summarizes certain data for our stock-based compensation plans: Three Months Ended March 31, 2022 2021 Stock-based compensation expense $ 8.8 $ 2.7 Tax benefit for stock-based compensation 0.3 0.4 Stock-based compensation expense, net of tax $ 9.1 $ 3.1 The Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (the “2019 Plan”) rewards employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. The 2019 Plan is an omnibus plan that may provide these incentives through grants of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU” or “RSUs”), performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company. At the annual meeting in May 2021, shareholders approved an amendment to the 2019 Plan (the "Amended Plan") that authorized an additional 9.0 million shares for issuance for future awards. As of March 31, 2022, the pool of shares in the 2019 Plan is summarized as follows: 2019 Plan Quantity Maximum allowed for issuance 13,118,055 Awards granted ( 6,212,832 ) Awards forfeited 928,792 Available for future awards 7,834,015 Awards vested 1,979,138 Restricted Stock Units — RSUs represent a right to receive one share of our common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Typically RSUs vest ratably over a two-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a ratable basis. Performance-Based Restricted Stock Units — Performance-based restricted stock units (“PRSU” or “PRSUs”) represent a right to receive, to the extent vested and earned, one share of our common stock. Our PRSUs generally follow two forms. One form of PRSU vests over a three-year period with the number of the awards to be earned determined at the end of the initial one-year performance period, based upon attainment of specific business performance goals during such initial one-year performance period. If certain minimum performance levels are not attained in the initial one-year performance period, the awards will be automatically forfeited before vesting. The awards are variable in that PRSUs earned could range from 0 % to 150 % of the target number of PRSUs granted, contingent on the performance level attained. In connection with the shareholders approving the Amended Plan, certain executive officers and key employees received a special long-term incentive PRSU award (the “2021 LTIP PRSUs”). The 2021 LTIP PRSUs are generally eligible to be earned based on performance against pre-established performance metrics during our 2023, 2024 and 2025 fiscal years. One-third of the 2021 LTIP PRSUs are eligible to be earned and vest on each of January 1, 2024, January 1, 2025, and January 1, 2026 based on the achievement of performance goals during the one-year period immediately preceding the vesting date (each such one-year period, a “2021 LTIP PRSU Measurement Period”), subject to continued employment on each such vesting date. The number of PRSUs eligible to be earned in respect of each such 2021 LTIP PRSU Measurement Period will be equal to one-third of the target number of PRSUs multiplied by a percentage that corresponds to the level of achievement of our performance goals. The awards are variable in that the PRSUs earned could range from 0 % to 300 % of the target number of PRSUs granted contingent on the performance level attained. The fair value of our PRSUs is determined on the grant date. Compensation cost for these awards is recognized based on the probability of achievement of the performance-based conditions. Activity of our RSUs and PRSUs is as follows: RSUs PRSUs Quantity Weighted Average Grant Date Fair Value Quantity Weighted Average Grant Date Fair Value Restricted at December 31, 2021 508,871 $ 15.61 2,818,257 $ 22.38 Granted 117,219 22.96 598,053 22.28 Vested ( 264,915 ) 15.29 ( 466,059 ) 14.24 Forfeited ( 6,521 ) 26.48 ( 28,367 ) 21.66 Outstanding at March 31, 2022 354,654 $ 18.08 2,921,884 $ 23.66 Director Stock Units — Members of the Company’s Board of Directors (“Director(s)”) may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears in the form of cash or stock at the Director’s election, and vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. Additionally, Directors are granted an annual award of RSUs of $ 0.1 million on the date of the annual shareholder meeting. The number of RSUs is determined by the closing price of Ranpak stock on that date. These RSUs vest at the earlier of the (i) anniversary of the grant date or (ii) the following annual shareholder meeting. The following table includes the number of shares granted and vested for Directors electing to receive retainer payments in shares : Director Stock Units Quantity Weighted Average Grant Date Fair Value Balance at December 31, 2021 28,364 $ 24.69 Granted 2,495 37.58 Vested ( 2,495 ) 37.58 Balance at March 31, 2022 28,364 $ 24.69 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | Note 15 — Shareholders’ Equity Capital Stock — The Company is authorized to issue 426.0 million shares of capital stock, consisting of (i) 200.0 million shares of Class A common stock, par value $ 0.0001 per share, (ii) 25.0 million shares of Class B common stock, par value $ 0.0001 per share, and (iii) 200.0 million shares of Class C common stock, par value $ 0.0001 per share and (iv) 1.0 million shares of preferred stock, par value $ 0.0001 per share. Common Shares — Each holder of Class A Common Stock (“Class A”) is entitled to one vote for each Class A share held of record. Holders of shares of Class C Common Stock (“Class C”) have no such voting rights and, as such, shall not have the right to receive notice of, attend at or vote on any matters on which stockholders generally are entitled to vote. Class C shares have a right of conversion that upon sale or other transfer convert to Class A shares. As previously noted, we sold approximately 5.3 million shares of Class A common stock in the May 2021 Equity Offering for net proceeds of $ 103.4 million. Preferred Shares — The Company’s charter authorizes 1.0 million shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able, without stockholder approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. As of March 31, 2022 , the Company had no preferred stock outstanding. Translation adjustment— Translation adjustments recorded are a component of accumulated other comprehensive income in shareholders’ equity. The effects of translating financial statements of foreign operations into the Company’s reporting currency are recognized as a cumulative translation adjustment in accumulated other comprehensive income which is net of tax, where applicable. |
Earnings (Loss) per Share
Earnings (Loss) per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Note 16 — Earnings (Loss) per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution, if any, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method or if-converted method. Diluted EPS excludes potential shares of common stock if their effect is anti-dilutive. If there is a net loss in any period, basic and diluted EPS are computed in the same manner. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between different classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. We apply the two-class method for EPS when computing net income (loss) per Class A and Class C common shares. As of March 31, 2022 , we have not issued any instruments that were considered to be participating securities. Weighted average shares of Class A and Class C common stock have been combined in the denominator of basic and diluted earnings (loss) per share because they have equivalent economic rights. The following tables set forth the computation of our earnings (loss) per share: Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) $ ( 14.1 ) $ 6.3 Net income (loss) attributable to common stockholders for basic and diluted EPS $ ( 14.1 ) $ 6.3 Denominator: Basic weighted average common shares outstanding 81,573,467 73,559,340 Dilutive effect of assumed vesting of RSUs and PRSUs - 632,804 Dilutive effect of Class A and Class C earnout shares - 2,056,370 Diluted weighted average common shares outstanding 81,573,467 76,248,514 Earnings (loss) per share attributable to common stockholders Basic $ ( 0.17 ) $ 0.09 Diluted $ ( 0.17 ) $ 0.08 Two-class method: Class A Common Stock Basic weighted average common shares outstanding 78,652,368 67,222,766 Dilutive effect of assumed vesting of RSUs and PRSUs - 632,804 Dilutive effect of Class A earnout shares - 1,881,651 Diluted weighted average common shares outstanding 78,652,368 69,737,221 Proportionate share of net income (loss) $ ( 13.6 ) $ 5.8 Class A – basic earnings (loss) per share $ ( 0.17 ) $ 0.09 Class A – diluted earnings (loss) per share $ ( 0.17 ) $ 0.08 Class C Common Stock Basic weighted average common shares outstanding 2,921,099 6,336,574 Dilutive effect of assumed vesting of RSUs and PRSUs - - Dilutive effect of Class C earnout shares - 174,719 Diluted weighted average common shares outstanding 2,921,099 6,511,293 Proportionate share of net income (loss) $ ( 0.5 ) $ 0.5 Class C – basic earnings (loss) per share $ ( 0.17 ) $ 0.08 Class C – diluted earnings (loss) per share $ ( 0.17 ) $ 0.08 The dilutive effect of 1.2 million shares in the first quarter of 2022 was omitted from the calculation of diluted weighted-average shares outstanding and diluted earnings per share because we were in a loss position. The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones: Three Months Ended March 31, 2022 2021 RSUs and PRSUs 3,270,039 134,122 Total antidilutive securities 3,270,039 134,122 |
Transactions with Related Parti
Transactions with Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Note 17 — Transactions with Related Parties Shared Services Agreement On June 3, 2019, upon the closing of Ranpak’s business combination with One Madison Corporation, Ranpak entered into a shared services agreement (the “Shared Services Agreement”) with One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide, or cause to be provided, certain services to Ranpak. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires Ranpak to indemnify the Sponsor in connection with the services provided by the Sponsor to Ranpak. Total fees under the agreement amounted to approximately $ 0.1 million and $ 0.1 million for the first quarter of 2022 and 2021 , respectively. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation — The unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries prepared in conformity with GAAP. All intercompany balances and transactions have been eliminated in consolidation and certain immaterial prior year amounts have been reclassified consistent with current year presentation. All amounts are in millions, except share and per share amounts and are approximate due to rounding. |
Use of Estimates | Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and such differences could be material. |
Foreign Currency | Foreign Currency — The nature of business activities involves the management of various financial and market risks, including those related to changes in foreign currency exchange rates. The functional currency of our operating subsidiaries outside the U.S. is the applicable local currency. For those operations, assets and liabilities are translated into U.S. dollars at period-end exchange rates and revenues and expenses are translated into U.S. dollars using average monthly exchange rates. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards — We have adopted all applicable accounting standards and did not adopt any new accounting standards issued by the Financial Accounting Standards Board (“FASB”) in the first quarter of 2022. Recently Issued Accounting Standards — As of March 31, 2022, it is not expected that the future adoption of any recently issued accounting pronouncements by the FASB will have a material impact on our financial position, results of operations or cash flows. |
Supplemental Balance Sheet Da_2
Supplemental Balance Sheet Data and Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Components of Accounts Receivable, Net | Accounts Receivable, net — The components of accounts receivable, net were as follows: March 31, 2022 December 31, 2021 Accounts receivable $ 48.5 $ 44.7 Allowance for doubtful accounts ( 0.9 ) ( 1.0 ) Accounts receivable, net $ 47.6 $ 43.7 |
Schedule of Inventory, Net | Inventories, net — The components of inventories, net were as follows: March 31, 2022 December 31, 2021 Raw materials $ 18.4 $ 19.5 Work-in-process 10.8 1.2 Finished goods 12.3 12.5 Total inventories 41.5 33.2 Reserve for obsolescence ( 0.3 ) ( 0.3 ) Inventories, net $ 41.2 $ 32.9 |
Property, Plant and Equipment | Property, Plant and Equipment, net — The following table details our property, plant and equipment, net: March 31, 2022 December 31, 2021 Land $ 4.1 $ 4.1 Buildings and improvements 8.8 9.2 Machinery and equipment 29.4 22.3 Computer and office equipment 10.5 12.7 Converting machines 167.3 164.1 Total property, plant, and equipment 220.1 212.4 Accumulated depreciation ( 97.0 ) ( 86.1 ) Property, plant, and equipment, net $ 123.1 $ 126.3 Depreciation expense recorded in cost of goods sold and depreciation and amortization in the unaudited condensed consolidated statements of operations and comprehensive income (loss) was as follows: Three Months Ended March 31, Depreciation expense included in 2022 2021 Cost of goods sold $ 10.6 $ 9.1 Depreciation and amortization expense 0.9 1.4 Total depreciation expense $ 11.5 $ 10.5 |
Schedule of Accrued Liabilities and Other | Accrued Liabilities and Other – The components of accrued liabilities and other were as follows: March 31, 2022 December 31, 2021 Employee compensation $ 2.2 $ 1.5 Taxes 10.8 6.9 Professional fees 3.5 4.6 Bonus 3.3 10.1 Interest 1.6 1.7 Interest rate swap liability, current portion 0.4 3.8 Other 1.2 2.9 Accrued liabilities and other $ 23.0 $ 31.5 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental Cash Flow Information — Supplemental cash flow information is as follows: Three Months Ended March 31, 2022 2021 Supplemental cash flow information Interest paid $ 5.1 $ 5.5 Taxes paid 0.7 0.7 Non-cash investing activities Right-of-use assets obtained in exchange for lease liabilities $ 0.1 $ 8.9 Capital expenditures in accounts payable $ 0.7 $ 0.3 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | We attribute revenue and gross profit to individual countries based on the selling location. Our products are primarily sold from North America and Europe. As previously noted, segment gross profit includes certain depreciation and amortization expenses that are included in cost of goods sold. Three Months Ended March 31, 2022 2021 Revenue North America $ 30.9 $ 28.1 Europe/Asia 51.6 59.6 Net revenue 82.5 87.7 Segment gross profit North America 9.9 9.7 Europe/Asia 14.7 26.6 Gross profit 24.6 36.3 Expenses excluded from segment gross profit Selling, general and administrative expenses 29.7 19.1 Depreciation and amortization expense 8.2 8.7 Other operating expense, net 0.5 0.8 Interest expense 5.0 5.6 Foreign currency gain ( 0.6 ) ( 3.6 ) Income (loss) before income tax benefit $ ( 18.2 ) $ 5.7 The following table presents our long-lived assets by geographic region: March 31, 2022 December 31, 2021 North America $ 61.8 $ 62.1 Europe/Asia 61.3 64.2 Total long-lived assets $ 123.1 $ 126.3 |
Revenue Recognition, Contract_2
Revenue Recognition, Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Change in Deferred Revenue | Our enforceable contractual obligations have durations of less than one year and are included in current liabilities on the unaudited condensed consolidated balance sheets. Changes in deferred revenue were as follows: Three Months Ended March 31, 2022 Beginning balance $ 3.1 Deferral of revenue 2.8 Recognition of revenue ( 3.8 ) Ending balance $ 2.1 |
Revenue from Contracts with Customers Summarized by Segment Geography | In addition to the disaggregation of revenue between paper, machine lease, and other revenue, we also disaggregate our revenue by segment geography to assist in evaluating the nature, timing, and uncertainty of revenue and cash flows that may be impacted by economic factors: Three Months Ended March 31, 2022 2021 ASC 606 North America $ 25.6 $ 23.6 Europe/Asia 44.7 53.3 Total paper and other revenue $ 70.3 $ 76.9 ASC 842 Machine lease revenue $ 12.2 $ 10.8 Net revenue $ 82.5 $ 87.7 |
Goodwill, Long-Lived and Inta_2
Goodwill, Long-Lived and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Balances by Operating Segment | The following table shows our goodwill balances by operating segment that are aggregated into one reportable segment: North America Europe Total Balance at December 31, 2021 338.8 114.2 453.0 Currency translation - ( 1.7 ) ( 1.7 ) Balance at March 31, 2022 $ 338.8 $ 112.5 $ 451.3 |
Schedule of Indefinite-Lived Intangible Assets | The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives: March 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer/distributor relationships $ 200.1 $ ( 37.6 ) $ 162.5 $ 201.7 $ ( 34.6 ) $ 167.1 Patented/unpatented technology 172.1 ( 43.6 ) 128.5 171.9 ( 39.4 ) 132.5 Intellectual property 0.6 ( 0.1 ) 0.5 0.6 ( 0.1 ) 0.5 In-process research and development 0.7 - 0.7 - - - Total definite-lived intangible assets 373.5 ( 81.3 ) 292.2 374.2 ( 74.1 ) 300.1 Trademarks/tradenames with indefinite lives 106.4 - 106.4 106.4 - 106.4 Identifiable intangible assets, net $ 479.9 $ ( 81.3 ) $ 398.6 $ 480.6 $ ( 74.1 ) $ 406.5 |
Finite-lived Intangible Assets Amortization Expense | The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at March 31, 2022: Year Amount 2022 $ 22.0 2023 29.3 2024 29.3 2025 28.8 2026 28.4 Thereafter 153.7 $ 291.5 |
Schedule of Finite-Lived Intangible Assets | The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of March 31, 2022: Remaining Weighted-Average Useful Life March 31, 2022 December 31, 2021 Customer/distributor relationships 12 years 12 years Patented/unpatented technology 8 years 9 years Intellectual property 7 years 7 years Total identifiable assets, net with definite lives 10 years 11 years |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: March 31, 2022 December 31, 2021 First Lien Dollar Term Facility $ 250.0 $ 250.0 First Lien Euro Term Facility 152.3 155.0 Finance lease liabilities 1.6 1.5 Deferred financing costs, net ( 4.8 ) ( 5.1 ) Total debt 399.1 401.4 Less: current portion of long-term debt ( 0.4 ) ( 0.4 ) Less: current portion of finance lease liabilities ( 0.6 ) ( 0.6 ) Long-term debt $ 398.1 $ 400.4 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | A summary of our interest rate swaps is as follows: Interest Rate Swap Agreements Designation Maturity Date Rate Notional Value Debt Instrument Hedged Percentage of Debt Instrument Outstanding March 31, 2022 September 2019 Swap Cash flow hedge June 1, 2023 1.50 % $ 50.0 First Lien Dollar Term Facility 20 % Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.09 % 200.0 First Lien Dollar Term Facility 80 % $ 250.0 100 % December 31, 2021 September 2019 Swap Cash flow hedge June 1, 2023 1.50 % $ 50.0 First Lien Dollar Term Facility 20 % Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.09 % 200.0 First Lien Dollar Term Facility 80 % $ 250.0 100 % |
Schedule of Derivative Assets at Fair Value | The following table summarizes the total fair values of derivative assets and liabilities and the respective classification in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. The net amount of derivatives can be reconciled to the tabular disclosure of fair value in Note 10, “Fair Value Measurement” : Assets (Liabilities) Balance Sheet Classification March 31, 2022 December 31, 2021 Interest Rate Swap Agreements Designated as cash flow hedges Accrued liabilities and other $ ( 0.4 ) $ ( 3.8 ) Designated as cash flow hedges Derivative instruments - ( 2.4 ) Designated as cash flow hedges Other assets 2.0 - $ 1.6 $ ( 6.2 ) Cross-Currency Swap Agreement Designated as net investment hedge Other assets $ 0.9 $ 2.3 $ 0.9 $ 2.3 |
Schedule of Derivative Instruments, Gain (Loss) | The following table presents the effect of our derivative financial instruments on our unaudited condensed consolidated statements of operations. The income effects of our derivative activities are reflected in interest expense. Three Months Ended March 31, 2022 2021 Total interest expense presented in the statement of operations $ 5.0 $ 5.6 Interest rate swap agreements designated as cash flow hedges 1.0 1.0 Cross-currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing $ ( 0.3 ) $ - |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Components of AOCI | The components of accumulated other comprehensive income at March 31, 2022 and December 31, 2021 were as follows: March 31, 2022 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 0.3 ) $ - $ ( 0.3 ) Unrealized gain (loss) on interest rate swaps 4.9 ( 0.9 ) 4.0 Unrealized gain (loss) on cross-currency swap 0.9 ( 0.2 ) 0.7 Realized gain (loss) on cross-currency swap 2.1 ( 0.5 ) 1.6 Total $ 7.6 $ ( 1.6 ) $ 6.0 December 31, 2021 Gross Balance Tax Effect Net Balance Foreign currency translation $ 2.5 $ - $ 2.5 Unrealized gain (loss) on interest rate swaps ( 3.2 ) 1.0 ( 2.2 ) Unrealized gain (loss) on cross-currency swap 2.9 ( 0.6 ) 2.3 Total $ 2.2 $ 0.4 $ 2.6 The following table presents the changes in accumulated other comprehensive income by component: Three Months Ended March 31, 2022 Foreign currency translation Unrealized gain (loss) on interest rate swaps Unrealized gain (loss) on cross-currency swap Realized gain (loss) on cross-currency swap Total Beginning balance $ 2.5 $ ( 2.2 ) $ 2.3 $ - $ 2.6 Other comprehensive income (loss) before reclassifications ( 2.8 ) 9.1 ( 1.7 ) 1.6 6.2 Amounts reclassified from accumulated other comprehensive income (loss) - ( 2.9 ) 0.1 - ( 2.8 ) Ending balance $ ( 0.3 ) $ 4.0 $ 0.7 $ 1.6 $ 6.0 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of our financial instruments as of March 31, 2022 and December 31, 2021: Fair Value Measurements Carrying Amount Level 1 Level 2 Level 3 March 31, 2022 Money market fund $ 55.0 $ 55.0 $ - $ - Current and long-term debt 403.9 - 403.9 - Interest rate swap agreements 1.6 - 1.6 - Cross-currency swap agreement $ 0.9 $ - $ 0.9 $ - December 31, 2021 Money market fund $ 70.0 $ 70.0 $ - $ - Current and long-term debt 406.5 - 406.5 - Interest rate swap agreements 6.2 - 6.2 - Cross-currency swap agreement $ 2.3 $ - $ 2.3 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Our effective tax rate was as follows: Three Months Ended March 31, 2022 2021 Effective tax rate 22.7 % ( 10.9 )% |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Operating Leases and Finance Leases included in Condensed Consolidated Balance Sheets | Operating leases and finance leases are included in the condensed consolidated balance sheets as follows: Classification March 31, 2022 December 31, 2021 Lease assets Operating lease right-of-use assets, net Assets $ 5.9 $ 6.6 Finance lease right of use assets, net Property, plant, and equipment, net 1.4 1.5 Total lease assets $ 7.3 $ 8.1 Lease liabilities Operating lease liabilities, current Current liabilities $ 2.2 $ 2.4 Operating lease liabilities, non-current Liabilities 3.8 4.3 Finance lease liabilities, current Current portion of long-term debt 0.6 0.6 Finance lease liabilities, non-current Long-term debt 1.0 0.9 Total lease liabilities $ 7.6 $ 8.2 |
Summary of Components of Lease Costs | The components of lease costs, which are included in income from operations in our condensed consolidated statements of operations and comprehensive income (loss), were as follows: Three Months Ended March 31, 2022 2021 Operating leases Operating lease costs $ 0.8 $ 0.7 Variable lease costs - 0.2 Total operating lease costs $ 0.8 $ 0.9 Finance leases Amortization of right-of-use asset $ 0.2 $ 0.2 Interest on finance lease liabilities - - Total finance lease costs $ 0.2 $ 0.2 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2022 are as follows: Operating Finance Total 2022 $ 1.9 $ 0.5 $ 2.4 2023 1.7 0.5 2.2 2024 1.4 0.3 1.7 2025 1.2 0.1 1.3 2026 0.2 0.3 0.5 2027 and Thereafter - - - Total lease payments 6.4 1.7 8.1 Less lease interest ( 0.4 ) ( 0.1 ) ( 0.5 ) Total lease liabilities $ 6.0 $ 1.6 $ 7.6 |
Summary of Additional Information Related to Leases | Additional information related to leases is presented as follows: March 31, 2022 December 31, 2021 Operating leases Weighted average remaining lease term 3.4 years 3.5 years Weighted average discount rate 3.8 % 3.8 % Finance leases Weighted average remaining lease term 2.8 years 3.0 years Weighted average discount rate 3.3 % 3.3 % Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 0.7 $ 0.6 Operating cash flows from finance leases - - Financing cash flows from finance leases 0.2 0.1 Total cash paid $ 0.9 $ 0.7 Leased assets obtained in exchange for new operating lease liabilities $ - $ 7.1 Leased assets obtained in exchange for new finance lease liabilities 0.1 1.8 Right-of-use assets obtained in exchange for lease liabilities $ 0.1 $ 8.9 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Cost by Plan | The table below summarizes certain data for our stock-based compensation plans: Three Months Ended March 31, 2022 2021 Stock-based compensation expense $ 8.8 $ 2.7 Tax benefit for stock-based compensation 0.3 0.4 Stock-based compensation expense, net of tax $ 9.1 $ 3.1 |
Share-based Payment Arrangement, Activity | As of March 31, 2022, the pool of shares in the 2019 Plan is summarized as follows: 2019 Plan Quantity Maximum allowed for issuance 13,118,055 Awards granted ( 6,212,832 ) Awards forfeited 928,792 Available for future awards 7,834,015 Awards vested 1,979,138 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | Activity of our RSUs and PRSUs is as follows: RSUs PRSUs Quantity Weighted Average Grant Date Fair Value Quantity Weighted Average Grant Date Fair Value Restricted at December 31, 2021 508,871 $ 15.61 2,818,257 $ 22.38 Granted 117,219 22.96 598,053 22.28 Vested ( 264,915 ) 15.29 ( 466,059 ) 14.24 Forfeited ( 6,521 ) 26.48 ( 28,367 ) 21.66 Outstanding at March 31, 2022 354,654 $ 18.08 2,921,884 $ 23.66 |
Share-based Payment Arrangement, Nonemployee Director Award Plan, Activity | : Director Stock Units Quantity Weighted Average Grant Date Fair Value Balance at December 31, 2021 28,364 $ 24.69 Granted 2,495 37.58 Vested ( 2,495 ) 37.58 Balance at March 31, 2022 28,364 $ 24.69 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following tables set forth the computation of our earnings (loss) per share: Three Months Ended March 31, 2022 2021 Numerator: Net income (loss) $ ( 14.1 ) $ 6.3 Net income (loss) attributable to common stockholders for basic and diluted EPS $ ( 14.1 ) $ 6.3 Denominator: Basic weighted average common shares outstanding 81,573,467 73,559,340 Dilutive effect of assumed vesting of RSUs and PRSUs - 632,804 Dilutive effect of Class A and Class C earnout shares - 2,056,370 Diluted weighted average common shares outstanding 81,573,467 76,248,514 Earnings (loss) per share attributable to common stockholders Basic $ ( 0.17 ) $ 0.09 Diluted $ ( 0.17 ) $ 0.08 Two-class method: Class A Common Stock Basic weighted average common shares outstanding 78,652,368 67,222,766 Dilutive effect of assumed vesting of RSUs and PRSUs - 632,804 Dilutive effect of Class A earnout shares - 1,881,651 Diluted weighted average common shares outstanding 78,652,368 69,737,221 Proportionate share of net income (loss) $ ( 13.6 ) $ 5.8 Class A – basic earnings (loss) per share $ ( 0.17 ) $ 0.09 Class A – diluted earnings (loss) per share $ ( 0.17 ) $ 0.08 Class C Common Stock Basic weighted average common shares outstanding 2,921,099 6,336,574 Dilutive effect of assumed vesting of RSUs and PRSUs - - Dilutive effect of Class C earnout shares - 174,719 Diluted weighted average common shares outstanding 2,921,099 6,511,293 Proportionate share of net income (loss) $ ( 0.5 ) $ 0.5 Class C – basic earnings (loss) per share $ ( 0.17 ) $ 0.08 Class C – diluted earnings (loss) per share $ ( 0.17 ) $ 0.08 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings | The following securities were not included in the computation of diluted shares outstanding because the effect would be anti-dilutive or because milestones were not yet achieved for awards contingent on the achievement of performance milestones: Three Months Ended March 31, 2022 2021 RSUs and PRSUs 3,270,039 134,122 Total antidilutive securities 3,270,039 134,122 |
Supplemental Balance Sheet Da_3
Supplemental Balance Sheet Data and Cash Flow Information - Components of Accounts Receivable, Net (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 48.5 | $ 44.7 |
Allowance for doubtful accounts | (0.9) | (1) |
Accounts receivable, net | $ 47.6 | $ 43.7 |
Supplemental Balance Sheet Da_4
Supplemental Balance Sheet Data and Cash Flow Information - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Accounts Notes And Loans Receivable [Line Items] | ||||
Cash | $ 55 | $ 70 | ||
Allotment Option | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Sale of stock, number of shares issued in transaction (shares) | 0.8 | |||
First Lien Dollar Term Facility | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Prepaid of principal amount | $ 20.9 | |||
Class A | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Sale of stock, number of shares issued in transaction (shares) | 4.5 | |||
Sale of stock, consideration received per transaction | $ 103.4 | |||
No Customer | Maximum | Accounts Receivable | Customer Concentration Risk | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% |
Supplemental Balance Sheet Da_5
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Inventory, Net (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 18.4 | $ 19.5 |
Work-in-process | 10.8 | 1.2 |
Finished goods | 12.3 | 12.5 |
Total inventories | 41.5 | 33.2 |
Reserve for obsolescence | (0.3) | (0.3) |
Inventories, net | $ 41.2 | $ 32.9 |
Supplemental Balance Sheet Da_6
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Property. Plant and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 220.1 | $ 212.4 |
Accumulated depreciation | (97) | (86.1) |
Property, plant, and equipment, net | 123.1 | 126.3 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 4.1 | 4.1 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 8.8 | 9.2 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 29.4 | 22.3 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 10.5 | 12.7 |
Converting Machines | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 167.3 | $ 164.1 |
Supplemental Balance Sheet Da_7
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 11.5 | $ 10.5 |
Cost of goods sold | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | 10.6 | 9.1 |
Depreciation and amortization expense | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 0.9 | $ 1.4 |
Supplemental Balance Sheet Da_8
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Accrued Liabilities and Other (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee compensation | $ 2.2 | $ 1.5 |
Taxes | 10.8 | 6.9 |
Professional fees | 3.5 | 4.6 |
Bonus | 3.3 | 10.1 |
Interest | 1.6 | 1.7 |
Interest rate swap liability, current portion | 0.4 | 3.8 |
Other | 1.2 | 2.9 |
Accrued liabilities and other | $ 23 | $ 31.5 |
Supplemental Balance Sheet Da_9
Supplemental Balance Sheet Data and Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest paid | $ 5.1 | $ 5.5 |
Taxes paid | 0.7 | 0.7 |
Non-cash investing activities | ||
Right-of-use assets obtained in exchange for lease liabilities | 0.1 | 8.9 |
Capital expenditures in accounts payable | $ 0.7 | $ 0.3 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) - Segment | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Number of operating segments | 2 | |
Number of reportable segments | 1 | |
No Customer | Revenue | Customer Concentration Risk | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 82.5 | $ 87.7 | |
Gross profit | 24.6 | 36.3 | |
Selling, general and administrative expenses | 29.7 | 19.1 | |
Depreciation and amortization expense | 8.2 | 8.7 | |
Other operating expense, net | 0.5 | 0.8 | |
Interest expense | 5 | 5.6 | |
Foreign currency gain | (0.6) | (3.6) | |
Income (loss) before income tax benefit | (18.2) | 5.7 | |
Long-lived assets | 123.1 | $ 126.3 | |
North America | |||
Segment Reporting Information [Line Items] | |||
Revenues | 30.9 | 28.1 | |
Gross profit | 9.9 | 9.7 | |
Long-lived assets | 61.8 | 62.1 | |
Europe/Asia | |||
Segment Reporting Information [Line Items] | |||
Revenues | 51.6 | 59.6 | |
Gross profit | 14.7 | $ 26.6 | |
Long-lived assets | $ 61.3 | $ 64.2 |
Revenue Recognition, Contract_3
Revenue Recognition, Contracts with Customers - Narrative (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 0 | $ 0 |
Revenue Recognition, Contract_4
Revenue Recognition, Contracts with Customers - Schedule of Change in Deferred Revenue (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contract with Customer, Liability [Roll Forward] | |
Beginning balance | $ 3.1 |
Deferral of revenue | 2.8 |
Recognition of revenue | (3.8) |
Ending balance | $ 2.1 |
Revenue Recognition, Contract_5
Revenue Recognition, Contracts with Customers - Revenue from Contracts with Customers Summarized by Segment Geography (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net revenue | $ 82.5 | $ 87.7 |
ASC 606 | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 70.3 | 76.9 |
ASC 842 | ||
Disaggregation of Revenue [Line Items] | ||
Machine lease revenue | 12.2 | 10.8 |
Net revenue | 82.5 | 87.7 |
North America | ASC 606 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 25.6 | 23.6 |
Europe/Asia | ASC 606 | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 44.7 | $ 53.3 |
Goodwill, Long-Lived and Inta_3
Goodwill, Long-Lived and Intangible Assets, Net - Schedule of Goodwill Balances by Operating Segment (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Roll Forward] | |
Gross carrying value, beginning balance | $ 453 |
Currency translation | (1.7) |
Gross carrying value, ending balance | 451.3 |
North America | |
Goodwill [Roll Forward] | |
Gross carrying value, beginning balance | 338.8 |
Currency translation | 0 |
Gross carrying value, ending balance | 338.8 |
Europe | |
Goodwill [Roll Forward] | |
Gross carrying value, beginning balance | 114.2 |
Currency translation | (1.7) |
Gross carrying value, ending balance | $ 112.5 |
Goodwill, Long-Lived and Inta_4
Goodwill, Long-Lived and Intangible Assets, Net - Schedule of Identifiable Intangible Assets, Net (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 373.5 | $ 374.2 |
Accumulated Amortization | (81.3) | (74.1) |
Net | 292.2 | 300.1 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible assets, Gross Carrying Amount | 479.9 | 480.6 |
Intangible Assets, Net (Excluding Goodwill), Total | 398.6 | 406.5 |
Trademarks/tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible Assets, Net (Excluding Goodwill), Total | 106.4 | 106.4 |
Indefinite-lived intangible assets (excluding goodwill) | 106.4 | 106.4 |
Customer/distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 200.1 | 201.7 |
Accumulated Amortization | (37.6) | (34.6) |
Net | 162.5 | 167.1 |
Patented/Unpatented Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 172.1 | 171.9 |
Accumulated Amortization | (43.6) | (39.4) |
Net | 128.5 | 132.5 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.6 | 0.6 |
Accumulated Amortization | (0.1) | (0.1) |
Net | 0.5 | 0.5 |
In-Process Research & Development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.7 | 0 |
Accumulated Amortization | 0 | 0 |
Net | $ 0.7 | $ 0 |
Goodwill, Long-Lived and Inta_5
Goodwill, Long-Lived and Intangible Assets, Net - Schedule of Finite-Lived Intangible Assets Amortization Expense (Details) $ in Millions | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 22 |
2023 | 29.3 |
2024 | 29.3 |
2025 | 28.8 |
2026 | 28.4 |
Thereafter | 153.7 |
Finite-lived intangible assets, Net | $ 291.5 |
Goodwill, Long-Lived and Inta_6
Goodwill, Long-Lived and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 7.3 | $ 7.4 |
Goodwill, Long-Lived and Inta_7
Goodwill, Long-Lived and Intangible Assets, Net - Schedule of Intangible Asset Remaining Useful Life (Details) - Weighted Average | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 10 years | 11 years |
Customer/distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 12 years | 12 years |
Patented/Unpatented Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 8 years | 9 years |
Patents and Other Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 7 years | 7 years |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) € in Millions, $ in Millions | Feb. 14, 2020USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Jun. 03, 2019USD ($) | Jun. 03, 2019EUR (€) |
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 399.1 | $ 401.4 | ||||||
Long-term line of credit | 0 | |||||||
Debt covenant, restrictive payments | $ 10 | $ 7 | ||||||
Debt covenant, threshold percentage of debt capacity of cash contributions | 10.00% | 7.00% | ||||||
Amortization of deferred financing costs | 0.4 | $ 0.4 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding amount | $ 0.9 | |||||||
Line of credit facility, maximum borrowing capacity | $ 45 | |||||||
Debt instrument maturity date | 2024 | |||||||
Long-term line of credit | $ 44.1 | 0 | ||||||
Line of credit facility, additional borrowing capacity | $ 95 | |||||||
Percentage of consolidated EBIDTA | 100.00% | |||||||
Standby Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term line of credit | $ 5 | |||||||
First Lien Term Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument maturity date | 2026 | |||||||
Exit Payment | $ 8.2 | |||||||
First Lien Dollar Term Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepaid of principal amount | $ 20.9 | |||||||
Dollar Denominated Line of Credit | First Lien Term Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 250 | 250 | 378.2 | |||||
First Lien Euro Term Facility | First Lien Term Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 152.3 | $ 155 | $ 152.6 | € 140 | ||||
Debt instrument, interest rate, effective percentage | 3.75% | 3.75% | ||||||
Line of Credit | First Lien Term Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate, effective percentage | 3.99% | 3.85% | ||||||
Line of Credit | First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, covenant, leverage ratio, minimum | 0.05% | |||||||
Line of Credit | First Lien Credit Agreement | Eurodollar Applicable Margin Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.75% | 3.75% | ||||||
Line of Credit | First Lien Credit Agreement | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 4.00% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) € in Millions, $ in Millions | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Jun. 03, 2019USD ($) | Jun. 03, 2019EUR (€) |
Debt Instrument [Line Items] | ||||
Total | $ 399.1 | $ 401.4 | ||
Finance lease liabilities | 1.6 | |||
Less: current portion of long-term debt | (0.4) | (0.4) | ||
Less: current portion of finance lease liabilities | (0.6) | (0.6) | ||
Long-term debt | 398.1 | 400.4 | ||
Dollar Denominated Line of Credit | First Lien Term Facility | ||||
Debt Instrument [Line Items] | ||||
Total | 250 | 250 | $ 378.2 | |
First Lien Euro Term Facility | First Lien Term Facility | ||||
Debt Instrument [Line Items] | ||||
Total | 152.3 | 155 | $ 152.6 | € 140 |
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Finance lease liabilities | 1.6 | 1.5 | ||
Deferred financing costs, net | $ (4.8) | $ (5.1) |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||||||||
Apr. 30, 2022USD ($)Rate | Feb. 28, 2022USD ($)Rate | Mar. 31, 2022USD ($) | Apr. 30, 2022EUR (€)Rate | Feb. 28, 2022EUR (€)Rate | Dec. 31, 2021USD ($) | Sep. 30, 2021USD ($)Rate | Mar. 27, 2020 | Sep. 25, 2019USD ($) | Jan. 31, 2019USD ($) | |
Derivative [Line Items] | ||||||||||
Interest rate cash flow hedge loss to be reclassified during next twelve months, net | $ (0.4) | |||||||||
Designated as Hedging Instrument | Cash Flow Hedge | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | 250 | $ 250 | ||||||||
January 2019 Swap | Not Designated as Hedging Instrument | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 200 | |||||||||
Derivative, fixed interest rate | 2.56% | |||||||||
January 2019 Swap | Designated as Hedging Instrument | Cash Flow Hedge | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 200 | $ 200 | ||||||||
Derivative, fixed interest rate | 2.09% | 2.09% | 2.10% | 2.31% | ||||||
September 2019 Swap | Designated as Hedging Instrument | Cash Flow Hedge | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 50 | $ 50 | $ 50 | |||||||
Derivative, fixed interest rate | 1.50% | 1.50% | 1.50% | |||||||
September 2021 Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 80 | |||||||||
Derivative, Description of Terms | The September 2021 Swap involves the receipt of fixed-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the contract without exchange of the underlying notional amounts. At a spot exchange rate of 1.1835, we converted notional amounts of approximately $80.0 million at 5.84% for €67.6 million at 5.02%. The change in fair value of the September 2021 Swap is recorded in currency translation in other comprehensive income and accumulated other comprehensive income. Components of the September 2021 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income and into interest expense over the life of the September 2021 Swap to maturity on June 1, 2024. | |||||||||
Derivative, fixed interest rate | 5.84% | |||||||||
Spot exchange rate | Rate | 118.35% | |||||||||
Derivative notional amount, converted | $ 67.6 | |||||||||
Derivative notional amount, converted rate | Rate | 502.00% | |||||||||
Gains (losses) on derivatives | $ 2.1 | |||||||||
February 2022 Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 80 | |||||||||
Derivative, fixed interest rate | 5.84% | 5.84% | ||||||||
Spot exchange rate | Rate | 113.45% | 113.45% | ||||||||
Derivative notional amount, converted | € | € 70.5 | |||||||||
Derivative notional amount, converted rate | Rate | 437.00% | 437.00% | ||||||||
Gains (losses) on derivatives | $ 2.8 | |||||||||
April 2022 Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Derivative, notional amount | $ 80 | |||||||||
Derivative, fixed interest rate | 5.84% | 5.84% | ||||||||
Spot exchange rate | 1.0827 | 1.0827 | ||||||||
Derivative notional amount, converted | € | € 73.9 | |||||||||
Derivative notional amount, converted rate | Rate | 393.00% | 393.00% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Rate Swaps (Details) - Designated as Hedging Instrument - Cash Flow Hedge - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 27, 2020 | Sep. 25, 2019 |
Derivative [Line Items] | ||||
Derivative, notional amount | $ 250 | $ 250 | ||
Percentage of Debt Instrument Outstanding | 100.00% | 100.00% | ||
September 2019 Swap | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 1.50% | 1.50% | 1.50% | |
Derivative, notional amount | $ 50 | $ 50 | $ 50 | |
September 2019 Swap | First Lien Term Facility | ||||
Derivative [Line Items] | ||||
Percentage of Debt Instrument Outstanding | 20.00% | 20.00% | ||
January 2019 Swap | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 2.09% | 2.09% | 2.10% | 2.31% |
Derivative, notional amount | $ 200 | $ 200 | ||
January 2019 Swap | First Lien Term Facility | ||||
Derivative [Line Items] | ||||
Percentage of Debt Instrument Outstanding | 80.00% | 80.00% |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Derivative Assets and Liabilities at Fair Value (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Derivative liability, fair value | $ 1.6 | $ (6.2) |
Cash Flow Hedge | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, fair value | 0.9 | 2.3 |
Cash Flow Hedge | Accrued liabilities and other | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative liability, fair value | 0.4 | 3.8 |
Cash Flow Hedge | Derivative instruments | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative liability, fair value | 2.4 | |
Cash Flow Hedge | Prepaid Expenses And Other Current Assets | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, fair value | 0.9 | 2.3 |
Cash Flow Hedge | Other Assets | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, fair value | $ 2 |
Derivative Instruments - Effect
Derivative Instruments - Effect of Derivative Instruments on Statement of Financial Position (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative [Line Items] | ||
Interest expense | $ 5 | $ 5.6 |
Interest Expense | Interest Rate Swap | ||
Derivative [Line Items] | ||
Interest rate swap agreements designated as cash flow hedges | 1 | 1 |
Cross currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing | $ 0.3 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Components of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Foreign currency translation, Gross Balance | $ (0.3) | $ 2.5 |
Foreign currency translation, Tax Effect | 0 | 0 |
Foreign currency translation, Net Balance | (0.3) | 2.5 |
Unrealized gain (loss) on interest rate swaps, Gross Balance | 4.9 | (3.2) |
Unrealized gain (loss) on interest rate swaps, Tax Effect | (0.9) | 1 |
Unrealized gain (loss) on interest rate swaps, Net Balance | 4 | (2.2) |
Unrealized gain (loss) on cross currency swap, Gross Balance | 0.9 | 2.9 |
Unrealized gain (loss) on cross currency swap, Tax Effect | (0.2) | (0.6) |
Unrealized gain (loss) on cross currency swap, Net Balance | 0.7 | 2.3 |
Realized gain (loss) on cross-currency swap, Gross Balance | 2.1 | |
Realized gain (loss) on cross-currency swap, Tax Effect | (0.5) | |
Realized gain (loss) on cross-currency swap, Net Balance, Total | 1.6 | |
Total, Gross Balance | 7.6 | 2.2 |
Total, Tax Effect | (1.6) | 0.4 |
Total, Net Balance | $ 6 | $ 2.6 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Changes in AOCI (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | $ 636.2 |
Ending Balance | 631.4 |
Accumulated Other Comprehensive Income | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 2.6 |
Other comprehensive income (loss) before reclassifications | (6.2) |
Amounts reclassified from accumulated other comprehensive income (loss) | 2.8 |
Ending Balance | 6 |
Foreign currency translation | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 2.5 |
Other comprehensive income (loss) before reclassifications | (2.8) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Ending Balance | (0.3) |
Unrealized gain (loss) on interest rate swaps | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (2.2) |
Other comprehensive income (loss) before reclassifications | 9.1 |
Amounts reclassified from accumulated other comprehensive income (loss) | 2.9 |
Ending Balance | (4) |
Unrealized gain (loss) on cross currency swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 2.3 |
Other comprehensive income (loss) before reclassifications | 1.7 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0.1 |
Ending Balance | 0.7 |
Realized gain (loss) on cross-currency swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 0 |
Other comprehensive income (loss) before reclassifications | 1.6 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Ending Balance | $ 1.6 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Amounts, Estimated Fair Values and Respective Fair Value Measurements (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | $ 55 | $ 70 |
Current and long-term debt | 0 | 0 |
Interest rate swap agreements | 0 | 0 |
Cross currency swap agreement | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | 0 | 0 |
Current and long-term debt | 403.9 | 406.5 |
Interest rate swap agreements | 1.6 | 6.2 |
Cross currency swap agreement | 0.9 | 2.3 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | 0 | 0 |
Current and long-term debt | 0 | 0 |
Interest rate swap agreements | 0 | 0 |
Cross currency swap agreement | 0 | 0 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | 55 | 70 |
Current and long-term debt | 403.9 | 406.5 |
Interest rate swap agreements | 1.6 | 6.2 |
Cross currency swap agreement | $ 0.9 | $ 2.3 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, percent | 22.70% | (10.90%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Earliest Tax Year | |
Income Taxes [Line Items] | |
Examination tax year | 2019 |
Latest Tax Year | |
Income Taxes [Line Items] | |
Examination tax year | 2022 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases and Finance Leases included in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Lease assets | ||
Operating lease right-of-use assets, net | $ 5.9 | $ 6.6 |
Finance lease right of use assets, net | 1.4 | 1.5 |
Total lease assets | 7.3 | 8.1 |
Lease liabilities | ||
Operating lease liabilities, current | 2.2 | 2.4 |
Operating lease liabilities, non-current | 3.8 | 4.3 |
Finance lease liabilities, current | 0.6 | 0.6 |
Finance lease liabilities, non-current | 1 | 0.9 |
Total lease liabilities | $ 7.6 | $ 8.2 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, plant and equipment, net | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term debt | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term debt |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating leases | ||
Operating lease costs | $ 0.8 | $ 0.7 |
Variable lease costs | 0 | 0.2 |
Total operating lease costs | 0.8 | 0.9 |
Finance leases | ||
Amortization of right-of-use asset | 0.2 | 0.2 |
Interest on finance lease liabilities | 0 | 0 |
Total finance lease costs | $ 0.2 | $ 0.2 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Millions | Mar. 31, 2022USD ($) |
Operating leases | |
2022 | $ 1.9 |
2023 | 1.7 |
2024 | 1.4 |
2025 | 1.2 |
2026 | 0.2 |
2027 and Thereafter | 0 |
Total lease payments | 6.4 |
Less lease interest | (0.4) |
Total lease liabilities | 6 |
Finance leases | |
2022 | 0.5 |
2023 | 0.5 |
2024 | 0.3 |
2025 | 0.1 |
2026 | 0.3 |
2027 and Thereafter | 0 |
Total lease payments | 1.7 |
Less lease interest | (0.1) |
Total lease liabilities | 1.6 |
Total | |
2022 | 2.4 |
2023 | 2.2 |
2024 | 1.7 |
2025 | 1.3 |
2026 | 0.5 |
2027 and Thereafter | 0 |
Total lease payments | 8.1 |
Less lease interest | (0.5) |
Total lease liabilities | $ 7.6 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information to Leases (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Operating leases | |||
Weighted average remaining lease term | 3 years 4 months 24 days | 3 years 6 months | |
Weighted average discount rate | 3.80% | 3.80% | |
Finance leases | |||
Weighted average remaining lease term | 2 years 9 months 18 days | 3 years | |
Weighted average discount rate | 3.30% | 3.30% | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 0.7 | $ 0.6 | |
Operating cash flows from finance leases | 0 | 0 | |
Financing cash flows from finance leases | 0.2 | 0.1 | |
Total cash paid | 0.9 | 0.7 | |
Leased assets obtained in exchange for new operating lease liabilities | 0 | 7.1 | |
Leased assets obtained in exchange for new finance lease liabilities | 0.1 | 1.8 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 0.1 | $ 8.9 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Certain Data for Stock-Based Compensation Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based compensation expense | $ 8.8 | $ 2.7 |
Tax benefit for stock-based compensation | 0.3 | 0.4 |
Stock-based compensation expense, net of tax | $ 9.1 | $ 3.1 |
Stock-Based Compensation - 2019
Stock-Based Compensation - 2019 Plan (Details) - 2019 Plan - Share-based Payment Arrangement, Option | 3 Months Ended |
Mar. 31, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum allowed for issuance | 13,118,055 |
Awards granted | (6,212,832) |
Awards forfeited | 928,792 |
Available for future awards | 7,834,015 |
Awards vested | 1,979,138 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
May 31, 2021 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Additional shares authorized for issuance of future awards | 9,000,000 | |
RSUs | Director | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 0.1 | |
RSUs | Share-based Payment Arrangement, Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 2 years | |
PRSUs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Targeted performance goal expressed as percentage of growth in performance level attained | 0.00% | |
PRSUs | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Targeted performance goal expressed as percentage of growth in performance level attained | 150.00% | |
2021 LTIP PRSUs | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Targeted performance goal expressed as percentage of growth in performance level attained | 0.00% | |
2021 LTIP PRSUs | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Targeted performance goal expressed as percentage of growth in performance level attained | 300.00% |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Restricted Stock Unit and Restricted Stock Unit Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at December 31, 2021 (shares) | shares | 508,871 |
Granted (shares) | shares | 117,219 |
Vested (shares) | shares | (264,915) |
Forfeited (shares) | shares | (6,521) |
Outstanding at March 31, 2022 (shares) | shares | 354,654 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2021 (USD per share) | $ / shares | $ 15.61 |
Granted (USD per share) | $ / shares | 22.96 |
Vested (USD per share) | $ / shares | 15.29 |
Forfeited (USD per share) | $ / shares | 26.48 |
Outstanding at March 31, 2022 (USD per share) | $ / shares | $ 18.08 |
PRSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at December 31, 2021 (shares) | shares | 2,818,257 |
Granted (shares) | shares | 598,053 |
Vested (shares) | shares | (466,059) |
Forfeited (shares) | shares | (28,367) |
Outstanding at March 31, 2022 (shares) | shares | 2,921,884 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2021 (USD per share) | $ / shares | $ 22.38 |
Granted (USD per share) | $ / shares | 22.28 |
Vested (USD per share) | $ / shares | 14.24 |
Forfeited (USD per share) | $ / shares | 21.66 |
Outstanding at March 31, 2022 (USD per share) | $ / shares | $ 23.66 |
Stock-Based Compensation - Dire
Stock-Based Compensation - Director Stock Unit Activity (Details) - Director Stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Quantity | |
Outstanding at December 31, 2021 (shares) | shares | 28,364 |
Granted (shares) | shares | 2,495 |
Vested (shares) | shares | (2,495) |
Outstanding at March 31, 2022 (shares) | shares | 28,364 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2021 (USD per share) | $ / shares | $ 24.69 |
Granted (USD per share) | $ / shares | 37.58 |
Vested (USD per share) | $ / shares | 37.58 |
Outstanding at March 31, 2022 (USD per share) | $ / shares | $ 24.69 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | May 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 426,000,000 | ||
Preferred stock, shares authorized (shares) | 1,000,000 | ||
Preferred stock, par value (USD per shares) | $ 0.0001 | ||
Preferred stock, shares outstanding (shares) | 0 | ||
Class A | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (shares) | 5,300,000 | 79,006,238 | 78,482,024 |
Proceeds from issuance of common stock | $ 103.4 | ||
Class B | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 25,000,000 | ||
Common stock, par value (USD per share) | $ 0.0001 | ||
Class C | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued (shares) | 2,921,099 | 2,921,099 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share Basic [Line Items] | ||
Net income (loss) | $ (14.1) | $ 6.3 |
Net income (loss) attributable to common stockholders for basic and diluted EPS | $ (14.1) | $ 6.3 |
Basic weighted average common shares outstanding (shares) | 81,573,467 | 73,559,340 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Dilutive effect of assumed vesting of RSUs and PRSUs (shares) | 0 | 632,804 |
Dilutive effect of Class A and Class C earnout shares | 0 | 2,056,370 |
Dilutive weighted average common shares outstanding (shares) | 81,573,467 | 76,248,514 |
Loss per share attributable to common stockholders | ||
Basic (USD per share) | $ (0.17) | $ 0.09 |
Diluted (USD per share) | $ (0.17) | $ 0.08 |
Class A | ||
Earnings Per Share Basic [Line Items] | ||
Net income (loss) | $ (13.6) | $ 5.8 |
Basic weighted average common shares outstanding (shares) | 78,652,368 | 67,222,766 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Dilutive effect of assumed vesting of RSUs and PRSUs (shares) | 0 | 632,804 |
Dilutive effect of Class A and Class C earnout shares | 0 | 1,881,651 |
Dilutive weighted average common shares outstanding (shares) | 78,652,368 | 69,737,221 |
Loss per share attributable to common stockholders | ||
Basic (USD per share) | $ (0.17) | $ 0.09 |
Diluted (USD per share) | $ (0.17) | $ 0.08 |
Class C | ||
Earnings Per Share Basic [Line Items] | ||
Net income (loss) | $ (0.5) | $ 0.5 |
Basic weighted average common shares outstanding (shares) | 2,921,099 | 6,336,574 |
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | ||
Dilutive effect of assumed vesting of RSUs and PRSUs (shares) | 0 | 0 |
Dilutive effect of Class A and Class C earnout shares | 0 | 174,719 |
Dilutive weighted average common shares outstanding (shares) | 2,921,099 | 6,511,293 |
Loss per share attributable to common stockholders | ||
Basic (USD per share) | $ (0.17) | $ 0.08 |
Diluted (USD per share) | $ (0.17) | $ 0.08 |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2022shares | |
Earnings Per Share [Abstract] | |
Dilutive effect of shares omitted from the calculation of diluted weighted average shares outstanding and diluted earnings per share | 1.2 |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities | 3,270,039 | 134,122 |
RSUs and PRSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities | 3,270,039 | 134,122 |
Transactions with Related Par_2
Transactions with Related Parties - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
One Madison Group LLC | ||
Related Party Transaction [Line Items] | ||
Related party transaction, fees | $ 0.1 | $ 0.1 |