Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 24, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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 | 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 | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Ordinary Shares, par value $0.0001 per share | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 79,684,170 | |
Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,921,099 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net revenue | $ 82.8 | $ 77.8 | $ 245.9 | $ 247.1 |
Cost of goods sold | 51.3 | 53.4 | 156.7 | 169.8 |
Gross profit | 31.5 | 24.4 | 89.2 | 77.3 |
Selling, general and administrative expenses | 20.9 | 26.8 | 64.4 | 86.8 |
Depreciation and amortization expense | 8.1 | 7.8 | 24.2 | 24 |
Other operating expense , net | 0.9 | 1.5 | 3.5 | 3.4 |
Income (Loss) from operations | 1.6 | (11.7) | (2.9) | (36.9) |
Interest expense | 6.8 | 5.3 | 18.4 | 15.2 |
Foreign currency (gain) loss | (0.7) | (1.2) | 0.2 | (4.1) |
Other non-operating income, net | (0.1) | (4) | (0.8) | (4) |
Loss before income tax expense (benefit) | (4.4) | (11.8) | (20.7) | (44) |
Income tax expense (benefit) | (1.1) | (3.1) | (2.9) | (9.9) |
Net loss | $ (3.3) | $ (8.7) | $ (17.8) | $ (34.1) |
Earnings Per Share [Abstract] | ||||
Basic | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) |
Diluted | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) |
Weighted average number of shares outstanding - Class A and C | ||||
Basic | 82,322,957 | 81,979,986 | 82,297,985 | 81,833,718 |
Diluted | 82,322,957 | 81,979,986 | 82,297,985 | 81,833,718 |
Other comprehensive income (loss), before tax | ||||
Foreign currency translation adjustments | $ (4.6) | $ (9.8) | $ (2) | $ (24.3) |
Interest rate swap adjustments | (2.2) | 3.3 | (5.3) | 14.1 |
Cross-currency swap adjustments | 2.7 | 2.7 | 1 | 7 |
Total other comprehensive income (loss), before tax | (4.1) | (3.8) | (6.3) | (3.2) |
Provision (benefit) for income taxes related to other comprehensive income (loss) | 0.1 | 1.5 | (1.1) | 5.2 |
Total other comprehensive income (loss), net of tax | (4.2) | (5.3) | (5.2) | (8.4) |
Comprehensive loss, net of tax | $ (7.5) | $ (14) | $ (23) | $ (42.5) |
Class A | ||||
Earnings Per Share [Abstract] | ||||
Basic | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) |
Diluted | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) |
Weighted average number of shares outstanding - Class A and C | ||||
Basic | 79,401,858 | 79,058,887 | 79,376,886 | 78,912,619 |
Diluted | 79,401,858 | 79,058,887 | 79,376,886 | 78,912,619 |
Class C | ||||
Earnings Per Share [Abstract] | ||||
Basic | $ (0.03) | $ (0.1) | $ (0.21) | $ (0.41) |
Diluted | $ (0.03) | $ (0.1) | $ (0.21) | $ (0.41) |
Weighted average number of shares outstanding - Class A and C | ||||
Basic | 2,921,099 | 2,921,099 | 2,921,099 | 2,921,099 |
Diluted | 2,921,099 | 2,921,099 | 2,921,099 | 2,921,099 |
Paper revenue | ||||
Revenue | $ 64.8 | $ 62.6 | $ 192.4 | $ 199 |
Machine lease revenue | ||||
Revenue | 13.2 | 11.7 | 38.7 | 36.4 |
Other revenue | ||||
Revenue | $ 4.8 | $ 3.5 | $ 14.8 | $ 11.7 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 52.1 | $ 62.8 |
Accounts receivable, net | 32.2 | 33 |
Inventories, net | 18.6 | 25 |
Income tax receivable | 3.7 | 2.1 |
Prepaid expenses and other current assets | 16.8 | 16.7 |
Total current assets | 123.4 | 139.6 |
Property, plant and equipment, net | 134.6 | 124 |
Operating lease right-of-use assets, net | 21.8 | 6 |
Goodwill | 445.4 | 446.7 |
Intangible assets, net | 349.5 | 372.1 |
Deferred tax assets | 0.6 | 0.6 |
Other assets | 43.9 | 44.5 |
Total assets | 1,119.2 | 1,133.5 |
Current liabilities | ||
Accounts payable | 19.7 | 24.3 |
Accrued liabilities and other | 18.1 | 10.6 |
Current portion of long-term debt | 2.3 | 1.3 |
Operating lease liabilities, current | 3 | 2 |
Deferred Revenue | 2.8 | 0.9 |
Total current liabilities | 45.9 | 39.1 |
Long-term debt | 390 | 391.7 |
Deferred tax liabilities | 78.1 | 80.8 |
Derivative instruments | 2.7 | 3.7 |
Operating lease liabilities, non-current | 23.2 | 4 |
Other liabilities | 1.7 | 1.4 |
Total liabilities | 541.6 | 520.7 |
Commitments and contingencies - Note 13 | ||
Shareholders' equity | ||
Additional paid-in capital | 692.1 | 704.3 |
Accumulated deficit | (114.5) | (96.7) |
Accumulated other comprehensive income | 0 | 5.2 |
Total shareholders' equity | 577.6 | 612.8 |
Total liabilities and shareholders' equity | 1,119.2 | 1,133.5 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
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) | 79,652,315 | 79,086,372 |
Common stock, shares outstanding (shares) | 79,652,315 | 79,086,372 |
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 |
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 (Loss) | Class A | Class C |
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 loss | (14.1) | (14.1) | ||||
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 | ||||
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 | ||||
Net loss | (34.1) | |||||
Other comprehensive income (loss) | (8.4) | |||||
Ending Balance at Sep. 30, 2022 | 611.6 | 706.8 | (89.4) | (5.8) | ||
Ending Balance (Shares) at Sep. 30, 2022 | 79,064,041 | 2,921,099 | ||||
Beginning Balance at Mar. 31, 2022 | 631.4 | 694.8 | (69.4) | 6 | ||
Beginning Balance (Shares) at Mar. 31, 2022 | 79,006,238 | 2,921,099 | ||||
Issue Director shares | 32,954 | |||||
Amortization of restricted stock units | 5.3 | 5.3 | ||||
Net loss | (11.3) | (11.3) | ||||
Other comprehensive income (loss) | (6.5) | (6.5) | ||||
Ending Balance at Jun. 30, 2022 | 618.9 | 700.1 | (80.7) | (0.5) | ||
Ending Balance (Shares) at Jun. 30, 2022 | 79,039,192 | 2,921,099 | ||||
Stock-based awards vested and distributed (shares) | 11,454 | |||||
Issue Director shares | 13,395 | |||||
Amortization of restricted stock units | 6.7 | 6.7 | ||||
Net loss | (8.7) | (8.7) | ||||
Other comprehensive income (loss) | (5.3) | (5.3) | ||||
Ending Balance at Sep. 30, 2022 | 611.6 | 706.8 | (89.4) | (5.8) | ||
Ending Balance (Shares) at Sep. 30, 2022 | 79,064,041 | 2,921,099 | ||||
Beginning Balance at Dec. 31, 2022 | 612.8 | 704.3 | (96.7) | 5.2 | ||
Beginning Balance (Shares) at Dec. 31, 2022 | 79,086,372 | 2,921,099 | ||||
Stock-based awards vested and distributed | (0.4) | (0.4) | ||||
Stock-based awards vested and distributed (shares) | 368,153 | |||||
Issue Director shares | 14,084 | |||||
Amortization of restricted stock units | 2.8 | 2.8 | ||||
Net loss | (12.4) | (12.4) | ||||
Other comprehensive income (loss) | 0.8 | 0.8 | ||||
Ending Balance at Mar. 31, 2023 | 603.6 | 706.7 | (109.1) | 6 | ||
Ending Balance (Shares) at Mar. 31, 2023 | 79,468,609 | 2,921,099 | ||||
Beginning Balance at Dec. 31, 2022 | 612.8 | 704.3 | (96.7) | 5.2 | ||
Beginning Balance (Shares) at Dec. 31, 2022 | 79,086,372 | 2,921,099 | ||||
Net loss | (17.8) | |||||
Other comprehensive income (loss) | (5.2) | |||||
Ending Balance at Sep. 30, 2023 | 577.6 | 692.1 | (114.5) | 0 | ||
Ending Balance (Shares) at Sep. 30, 2023 | 79,652,315 | 2,921,099 | ||||
Beginning Balance at Mar. 31, 2023 | 603.6 | 706.7 | (109.1) | 6 | ||
Beginning Balance (Shares) at Mar. 31, 2023 | 79,468,609 | 2,921,099 | ||||
Stock-based awards vested and distributed (shares) | 27,931 | |||||
Issue Director shares | 51,240 | |||||
Amortization of restricted stock units | (9.5) | (9.5) | ||||
Net loss | (2.1) | (2.1) | ||||
Other comprehensive income (loss) | (1.8) | (1.8) | ||||
Ending Balance at Jun. 30, 2023 | 590.2 | 697.2 | (111.2) | 4.2 | ||
Ending Balance (Shares) at Jun. 30, 2023 | 79,547,780 | 2,921,099 | ||||
Stock-based awards vested and distributed (shares) | 65,830 | |||||
Issue Director shares | 38,705 | |||||
Amortization of restricted stock units | (5.1) | (5.1) | ||||
Net loss | (3.3) | (3.3) | ||||
Other comprehensive income (loss) | (4.2) | (4.2) | ||||
Ending Balance at Sep. 30, 2023 | $ 577.6 | $ 692.1 | $ (114.5) | $ 0 | ||
Ending Balance (Shares) at Sep. 30, 2023 | 79,652,315 | 2,921,099 |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (17.8) | $ (34.1) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 49.4 | 52.8 |
Amortization of deferred financing costs | 1.5 | 1.1 |
Loss on disposal of fixed assets | 0.8 | 0.9 |
Deferred income taxes | (1.5) | (8.2) |
Amortization of initial value of interest rate swap | (1.6) | (0.6) |
Currency (gain) loss on foreign denominated debt and notes payable | 0.2 | (3.8) |
Amortization of restricted stock units | (11.8) | 20.8 |
Amortization of cloud-based software implementation costs | 2.2 | 2.1 |
Unrealized gain on investments in small private businesses | 0 | (3.9) |
Changes in operating assets and liabilities: | ||
Increase in receivables, net | (4.1) | (0.2) |
(Increase) decrease in inventory | 3.3 | (1.5) |
Increase in prepaid expenses and other assets | (1.9) | (3.3) |
Increase (decrease) in accounts payable | (1.2) | (4.2) |
Increase (decrease) in accrued liabilities | 11.3 | (4.9) |
Change in other assets and liabilities | (5.8) | (22.5) |
Net cash provided by (used in) operating activities | 23 | (9.5) |
Capital expenditures: | ||
Converter equipment | (17.5) | (23.4) |
Other capital expenditures | (17.4) | (10.6) |
Total capital expenditures | (34.9) | (34) |
Cash paid for investments in small private businesses | 0 | (2.1) |
Cash inflow from settlement of net investment hedges | 0 | 10 |
Patent and trademark expenditures | 0 | (1) |
Proceeds from sale of plant, property, and equipment | 2.9 | 0 |
Net cash used in investing activities | (32) | (27.1) |
Cash Flows from Financing Activities | ||
Proceeds from equipment financing | 2.3 | 0 |
Financing costs of debt facilities | (1) | 0 |
Principal Payments on term loans | (1.5) | (1.2) |
Payments on finance lease liabilities | (0.7) | (0.6) |
Tax payments for withholdings on stock-based awards distributed | (0.5) | (2.5) |
Net cash used in financing activities | (1.4) | (4.3) |
Effect of Exchange Rate Changes on Cash | (0.3) | (1.7) |
Net Decrease in Cash and Cash Equivalents | (10.7) | (42.6) |
Cash and Cash Equivalents, beginning of period | 62.8 | 103.9 |
Cash and Cash Equivalents, end of period | $ 52.1 | $ 61.3 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
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 | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022, 2021, and 2020, which are included in our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 10-K”). The three months ended September 30, 2023 may be further referred to herein as the “third quarter of 2023.” The three months ended September 30, 2022 may be further referred to herein as the “third quarter of 2022.” 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. 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 Company is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency, which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations. In turn, subsidiary income statement balances that are denominated in currencies other than USD are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income. Recently Adopted Accounting Standards — In December 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which gives optional guidance to provide relief for reference rate reform, where certain transactions have transitioned or are transitioning away from the London Interbank Offered Rate (“LIBOR”) to other reference rates, including one-month and three-month USD LIBOR, on which our existing indebtedness and interest rate swap agreements were based. ASU 2022-06 defers the sunset date of ASC Topic 848, Reference Rate Reform (“ASC 848”) from December 31, 2022 to December 31, 2024 to ensure the relief in ASC 848 covers the period of time during which a significant number of modifications may take place. As further disclosed in Note 7, “ Long-Term Debt” , we amended the terms of our Credit Agreement to replace the interest rate based on LIBOR and related LIBOR-based mechanics with an interest rate based on the secured overnight financing rate (“SOFR”) and related SOFR-based mechanics. We have elected to apply the practical expedients provided by ASC 848 related to eligible contract modifications as they occur. This election did not have a material impact on our consolidated financial statements, and the impact of applying the election to future eligible contract modifications that occur through December 31, 2024 is also not expected to be material. |
Supplemental Balance Sheet Data
Supplemental Balance Sheet Data and Cash Flow Information | 9 Months Ended |
Sep. 30, 2023 | |
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. We are invested in a money market fund, which 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 non-operating expense (income), net and were immaterial in all periods presented. The balance was approximately $ 19.3 million and $ 30.5 million at September 30, 2023 and December 31, 2022, 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. Accounts Receivable, net — The components of accounts receivable, net were as follows: September 30, 2023 December 31, 2022 Accounts receivable $ 32.7 $ 33.7 Allowance for doubtful accounts ( 0.5 ) ( 0.7 ) Accounts receivable, net $ 32.2 $ 33.0 At September 30, 2023, one customer’s accounts receivable balance represented 13 % of our accounts receivable balance. A t December 31, 2022 , no customer’s accounts receivable balance exceeded 10.0 % of our accounts receivable balance. Inventories, net — The components of inventories, net were as follows: September 30, 2023 December 31, 2022 Raw materials $ 10.6 $ 12.4 Work-in-process 2.3 5.7 Finished goods 5.9 7.2 Total inventories 18.8 25.3 Reserve for obsolescence ( 0.2 ) ( 0.3 ) Inventories, net $ 18.6 $ 25.0 Property, Plant and Equipment, net — The following table details our property, plant and equipment, net: September 30, 2023 December 31, 2022 Land $ 2.4 $ 4.0 Buildings and improvements 11.9 12.9 Leasehold improvements 19.4 0.4 Machinery and equipment 34.9 34.0 Computer and office equipment 12.2 11.5 Converting machines 197.5 182.8 Total property, plant, and equipment 278.3 245.6 Accumulated depreciation ( 143.7 ) ( 121.6 ) Property, plant, and equipment, net $ 134.6 $ 124.0 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 September 30, Nine Months Ended September 30, Depreciation expense included in 2023 2022 2023 2022 Cost of goods sold $ 8.3 $ 8.3 $ 25.2 $ 28.7 Depreciation and amortization expense 0.9 0.7 2.5 2.4 Total depreciation expense $ 9.2 $ 9.0 $ 27.7 $ 31.1 Accrued Liabilities and Other – The components of accrued liabilities and other were as follows: September 30, 2023 December 31, 2022 Employee compensation $ 4.0 $ 2.1 Taxes 1.5 3.4 Professional fees 2.9 0.8 Bonus 2.7 0.7 Interest 2.2 1.9 Interest rate swap liability, current portion 0.5 - Warranty reserve 0.6 0.7 Other 3.7 1.0 Accrued liabilities and other $ 18.1 $ 10.6 Supplemental Cash Flow Information — Supplemental cash flow information is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Supplemental cash flow information Interest paid $ 7.3 $ 4.9 $ 19.2 $ 15.2 Income taxes paid $ 0.5 $ 0.3 $ 2.5 $ 2.1 Non-cash investing activities Right-of-use assets obtained in exchange for lease liabilities $ 6.1 $ 0.8 $ 20.7 $ 1.1 Capital expenditures in accounts payable $ 1.2 $ - $ 1.2 $ 0.4 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue North America $ 34.9 $ 33.4 $ 98.2 $ 98.6 Europe/Asia 47.9 44.4 147.7 148.5 Net revenue 82.8 77.8 245.9 247.1 Segment gross profit North America 12.8 9.7 32.0 30.6 Europe/Asia 18.7 14.7 57.2 46.7 Gross profit 31.5 24.4 89.2 77.3 Expenses excluded from segment gross profit Selling, general and administrative expenses 20.9 26.8 64.4 86.8 Depreciation and amortization expense 8.1 7.8 24.2 24.0 Other operating expense, net 0.9 1.5 3.5 3.4 Interest expense 6.8 5.3 18.4 15.2 Foreign currency (gain) loss ( 0.7 ) ( 1.2 ) 0.2 ( 4.1 ) Other non-operating income, net ( 0.1 ) ( 4.0 ) ( 0.8 ) ( 4.0 ) Loss before income tax expense (benefit) $ ( 4.4 ) $ ( 11.8 ) $ ( 20.7 ) $ ( 44.0 ) Our customers are not concentrated in any specific geographic region. During the nine months ended September 30, 2023 and 2022 , no customers exceeded 10 % of net revenue. The following table presents our long-lived assets by geographic region. Refer to Note 12, “ Leases ” for additional detail on our new leased facility in Eygelshoven, The Netherlands and our new leased facility in Shelton, Connecticut: September 30, 2023 December 31, 2022 North America $ 79.5 $ 65.4 Europe/Asia 76.9 64.6 Total long-lived assets $ 156.4 $ 130.0 |
Revenue Recognition, Contracts
Revenue Recognition, Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
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 Automation equipment sales is recognized based on an input method over time. 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 on a straight-line basis over the terms of the PPS systems agreements with customers, which have durations of less than one year. 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. 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. The transfer of control of our products results in an unconditional right to receive consideration. Contract assets arise as revenue is recognized prior to billing the customer in accordance with the terms of the contract. Changes in contract assets were as follows: Nine Months Ended September 30, 2023 2022 Beginning balance $ - $ - Revenue recognized in excess of billings 1.7 - Ending balance $ 1.7 $ - Deferred revenue represents contractual amounts received from customers that exceed revenue recognized for automation equipment sales, as well as prepayments for machine fees that 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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 0.9 $ 3.1 Deferral of revenue 12.2 7.5 Recognition of revenue ( 10.3 ) ( 9.0 ) Ending balance $ 2.8 $ 1.6 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America $ 28.9 $ 28.1 $ 80.8 $ 82.3 Europe/Asia 40.7 38.0 126.4 128.4 Total paper and other revenue $ 69.6 $ 66.1 $ 207.2 $ 210.7 Machine lease revenue $ 13.2 $ 11.7 $ 38.7 $ 36.4 Net revenue $ 82.8 $ 77.8 $ 245.9 $ 247.1 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 Assets, In
Goodwill, Long-Lived Assets, Intangible Assets and Impairment | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Long-Lived and Intangible Assets, Net | Note 6 — Goodwill, Long-Lived Assets, Intangible Assets and Impairment Goodwill, Indefinite-Lived Intangible Assets and Impairment 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. As of September 30, 2023, there were no indicators to suggest that it is more likely than not that the fair value of our reporting units and indefinite-lived assets were below their carrying values. 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, 2022 $ 338.8 $ 107.9 $ 446.7 Currency translation - ( 1.3 ) ( 1.3 ) Balance at September 30, 2023 $ 338.8 $ 106.6 $ 445.4 Finite-Lived or Amortizable 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; property, plant and equipment; and lease right-of-use assets 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 September 30, 2023, 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: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer/distributor relationships $ 194.2 $ ( 55.8 ) $ 138.4 $ 195.5 $ ( 46.5 ) $ 149.0 Patented/unpatented technology 171.6 ( 66.9 ) 104.7 171.6 ( 55.0 ) 116.6 Intellectual property 0.5 ( 0.3 ) 0.2 0.5 ( 0.2 ) 0.3 Total definite-lived intangible assets 366.3 ( 123.0 ) 243.3 367.6 ( 101.7 ) 265.9 Trademarks/tradenames with indefinite lives 106.2 - 106.2 106.2 - 106.2 Identifiable intangible assets, net $ 472.5 $ ( 123.0 ) $ 349.5 $ 473.8 $ ( 101.7 ) $ 372.1 The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at September 30, 2023: Year Amount 2023 $ 7.2 2024 28.9 2025 28.4 2026 28.0 2027 27.9 Thereafter 122.9 $ 243.3 Amortization expense was $ 7.2 million and $ 7.1 million in the third quarter of 2023 and 2022, respectively. Amortization expense was $ 21.7 million and $ 21.7 million in the nine months ended September 30, 2023 and 2022, respectively. The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of September 30, 2023 and December 31, 2022: Remaining Weighted-Average Useful Life September 30, 2023 December 31, 2022 Customer/distributor relationships 11 years 11 years Patented/unpatented technology 7 years 8 years Intellectual property 7 years 7 years Total identifiable assets, net with definite lives 9 years 10 years |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7 — Long-Term Debt In 2019, the Company entered into a First Lien Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), which consists of senior secured credit facilities of a $ 378.2 million USD-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 June 2026 and the Revolving Facility matures in June 2025 . Borrowings under the Facilities, at our option, bear interest at either (1) an adjusted eurocurrency rate or, as of the effectiveness of Amendment No. 2 (as defined below), the SOFR rate, or (2) a base rate, in each case plus an applicable margin. The applicable margin is 3.75 % with respect to eurocurrency borrowings or SOFR borrowings, as applicable, and 2.75 % with respect to base rate borrowings, in each case 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 4.00 % for eurocurrency borrowings and SOFR borrowings, as applicable, and 3.00 % with respect to base rate borrowings. The interest rate for the First Lien Dollar Term Facility as of September 30, 2023 and December 31, 2022, was 9.43 % and 7.88 %, respectively. The interest rate for the First Lien Euro Term Facility as of September 30, 2023 and December 31, 2022, was 7.66 % and 5.25 %, respectively. As of September 30, 2023 and December 31, 2022 , no amounts were outstanding under the Revolving Facility. The Revolving Facility includes borrowing capacity available for standby letters of credit of up to $ 5.0 million. As of September 30, 2023, we had $ 1.3 million committed to outstanding letters of credit, leaving net availability under the Revolving Facility at $ 43.7 million . Long-term debt consisted of the following: September 30, 2023 December 31, 2022 First Lien Dollar Term Facility $ 250.0 $ 250.0 First Lien Dollar Term Facility exit fees payable 2.5 - First Lien Euro Term Facility 142.2 145.4 First Lien Euro Term Facility exit fees payable 1.4 - Finance lease liabilities 1.6 1.5 Equipment financing 2.3 - Deferred financing costs, net ( 7.7 ) ( 3.9 ) Total debt $ 392.3 $ 393.0 Less: current portion of long-term debt ( 1.5 ) ( 0.6 ) Less: current portion of finance lease liabilities ( 0.8 ) ( 0.7 ) Long-term debt $ 390.0 $ 391.7 The Credit Agreement contains customary events of default, representations and warranties, and affirmative and negative covenants, including restrictions on certain of the Company’s subsidiaries’ ability to incur additional debt and liens or undergo certain fundamental changes, as well as certain financial tests and ratios. We were in compliance with all financial covenants as of September 30, 2023. The Credit Agreement also has customary mandatory prepayment provisions, including the requirement for the borrowers under the Credit Agreement to apply excess cash flow to mandatorily prepay term loans under the Credit Agreement. On April 4, 2023, the Company entered into the Amendment No. 2 to First Lien Credit Agreement (“Amendment No. 2”) to amend the Credit Agreement to, among other things, replace the interest rate based on the LIBOR and related LIBOR-based mechanics applicable to borrowings under the Credit Agreement with an interest rate based on the SOFR (including a customary spread adjustment) and related SOFR-based mechanics. On June 7, 2023, the Company entered into Amendment No. 3 to First Lien Credit Agreement (“Amendment No. 3”) to amend the Credit Agreement to, among other things, extend the maturity date applicable to the Revolving Facility to June 3, 2025 from June 3, 2024, reduce certain financial covenant ratio levels and modify restrictions on incurrence of incremental debt and other negative covenants. Except as amended by Amendment No. 2 and Amendment No. 3, the remaining terms of the Credit Agreement remain in full force and effect. At the time of Amendment No. 3, the Company also executed the Amendment No. 3 Effective Date and Exit Payment Letter, which provides for a fee of 0.25 % of the aggregate amount of all Initial Revolving Credit Commitments and Initial Term Loans, due on the effective date of Amendment No. 3. In addition, fees due upon repayment of the Term Loans and Revolving Loan are as follows: • If the repayment occurs prior to December 31, 2023 (the “First Exit Payment Date”), 0.50 % of the Initial Revolving Credit Commitments and Outstanding Term Loans; • If the repayment occurs after the First Exit Payment Date, but prior to June 30, 2024 (the “Second Exit Payment Date”), 0.75 % of the Initial Revolving Credit Commitments and Outstanding Term Loans; or • If the repayment occurs after the Second Exit Payment Date, 1.00 % of the Initial Revolving Credit Commitments and Outstanding Term Loans. As the Company expects repayment to occur after the Second Exit Payment Date, the Company has recorded fees equal to 1.00 % of the Facilities, or approximately $ 5 million. These fees are included within the related balances of debt and deferred financing fees as of September 30, 2023 . The Company evaluated the amendments to the Credit Agreement entered into during the second quarter of 2023, and determined that there were no provisions requiring bifurcation and treatment as a derivative, and that the transaction constituted a modification rather than an extinguishment. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2023 | |
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. Interest Rate Swap Agreements In January 2019, we 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 economically converts a portion of the variable rate debt to fixed rate debt. In September 2019, we 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 %, which matured on June 1, 2023 (the “September 2019 Swap”). We designated both the Amended January 2019 Swap and the September 2019 Swap as cash flow hedges 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. In March 2020, the Amended January 2019 Swap was further amended to lower the rate to 2.1 % and extend 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 September 30, 2023 Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.12 % 200.0 First Lien Dollar Term Facility 80 % $ 200.0 80 % December 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 % The Second Amended January 2019 Swap contains an insignificant financing element that is amortized over the term of the hedging relationship. As of September 30, 2023, we anticipate having to reclassify $ 5.1 million from accumulated other comprehensive income into earnings during the next twelve months to offset the variability of the hedged items during this period. Cross Currency Swap Agreements In November 2022, we entered into a fixed-to-fixed cross-currency rate swap contract between the Euro and U.S. dollar to protect the value of our investments in our foreign operations against adverse changes in foreign currency exchange rates and that we designated as a hedge and accounted for as a net investment hedge (the “November 2022 Swap”). At the spot exchange rate of 1.0205 , we converted notional amounts of approximately $ 80.0 million at 5.84 % for € 78.4 million at 3.95 %. The component of the gains and losses on our net investment in these designated foreign operations driven by changes in foreign exchange rates are economically partly offset by movements in the fair value of our cross-currency swap contracts. The fair value of the swaps is calculated each period, with changes in fair value recorded in currency translation in other comprehensive income (loss) and accumulated other comprehensive income (loss). Components of the November 2022 Swap excluded from the assessment of effectiveness are amortized out of accumulated other comprehensive income (loss) and into interest expense over the life of the November 2022 Swap to maturity on June 1, 2024. In April and July 2022, we terminated our previously outstanding February 2022 and April 2022 cross-currency swaps, respectively, resulting in a cash inflow of approximately $ 2.8 million and approximately $ 5.1 million, respectively, which was recorded within other comprehensive income in 2022. 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 September 30, 2023 and December 31, 2022 . 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 September 30, 2023 December 31, 2022 Interest Rate Swap Agreements Designated as cash flow hedges Prepaid expenses and other current assets $ 5.1 $ 6.3 Designated as cash flow hedges Other assets - 1.8 Designated as cash flow hedges Accrued liabilities and other current liabilities ( 0.5 ) - $ 4.6 $ 8.1 Cross-Currency Swap Agreement Designated as net investment hedge Derivative instruments $ ( 2.7 ) $ ( 3.7 ) $ ( 2.7 ) $ ( 3.7 ) The following table p resents 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total interest expense presented in the statement of operations $ 6.8 $ 5.3 $ 18.4 $ 15.2 Interest rate swap agreements designated as cash flow hedges $ ( 2.4 ) $ ( 0.4 ) $ ( 6.2 ) $ 1.2 Cross-currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing $ ( 0.3 ) $ ( 0.2 ) $ ( 1.0 ) $ ( 1.0 ) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 9 — Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) 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 loss. The components of accumulated other comprehensive income (loss) at September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 10.0 ) $ - $ ( 10.0 ) Unrealized gain (loss) on interest rate swaps 5.6 ( 1.0 ) 4.6 Unrealized gain (loss) on cross-currency swap ( 2.8 ) 0.6 ( 2.2 ) Realized gain (loss) on cross-currency swap 10.0 ( 2.4 ) 7.6 Total $ 2.8 $ ( 2.8 ) $ - December 31, 2022 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 8.0 ) $ - $ ( 8.0 ) Unrealized gain (loss) on interest rate swaps 11.0 ( 2.4 ) 8.6 Unrealized gain (loss) on cross-currency swap ( 3.9 ) 0.9 ( 3.0 ) Realized gain (loss) on cross-currency swap 10.0 ( 2.4 ) 7.6 Total $ 9.1 $ ( 3.9 ) $ 5.2 The following table presents the changes in accumulated other comprehensive income (loss) by component: Nine Months Ended September 30, 2023 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 $ ( 8.0 ) $ 8.6 $ ( 3.0 ) $ 7.6 $ 5.2 Other comprehensive income (loss) before reclassifications ( 2.0 ) ( 11.4 ) ( 4.8 ) - ( 18.2 ) Amounts reclassified from accumulated other comprehensive income (loss) - 7.4 5.6 - 13.0 Ending balance $ ( 10.0 ) $ 4.6 $ ( 2.2 ) $ 7.6 $ - |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
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. • 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 September 30, 2023 and December 31, 2022. The following table provides the carrying amounts, estimated fair values and the respective fair value measurements of our financial instruments as of September 30, 2023 and December 31, 2022: Fair Value Measurements Carrying Amount Level 1 Level 2 Level 3 September 30, 2023 Money market fund $ 19.3 $ 19.3 $ - $ - Current and long-term debt 400.0 - 394.5 - Interest rate swap agreements 4.6 - 4.6 - Cross-currency swap agreement 2.7 - 2.7 - December 31, 2022 Money market fund $ 30.5 $ 30.5 $ - $ - Current and long-term debt 396.9 - 388.7 - Interest rate swap agreements 8.1 - 8.1 - Cross-currency swap agreement 3.7 - 3.7 - 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 fair value due to the short-term nature of the investment. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Effective tax rate 26.0 % 26.8 % 14.2 % 22.6 % The fluctuation in the effective tax rate over the periods presented above was primarily attributable to a tax expense of $ 0.5 million and $ 1.8 million related to stock-based compensation shortfall recognized for the three and nine months ended September 30, 2023 , respectively. The effective tax rate is less than the U.S. federal statutory rate due primarily to stock-based compensation adjustments. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 12 — Leases We lease automobiles, machinery, equipment, warehouses, 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. In the first quarter of 2023, we commenced a 15 -year operating lease for our new regional headquarters in Eygelshoven, the Netherlands. This facility is used for both administrative and produ ction purposes. In the third quarter of 2023, we commenced a 10-year operating lease for our Shelton, Connecticut facility, which we use for production and administrative purposes. This lease requires annual lease payments of approximately $ 1.0 million. Operating leases and finance leases are included in the condensed consolidated balance sheets as follows: Classification September 30, 2023 December 31, 2022 Lease assets Operating lease right-of-use assets, net Assets $ 21.8 $ 6.0 Finance lease right of use assets, net Property, plant, and equipment, net 1.5 1.4 Total lease assets $ 23.3 $ 7.4 Lease liabilities Operating lease liabilities, current Current liabilities $ 3.0 $ 2.0 Operating lease liabilities, non-current Non-current liabilities 23.2 4.0 Finance lease liabilities, current Current portion of long-term debt 0.8 0.7 Finance lease liabilities, non-current Long-term debt 0.8 0.8 Total lease liabilities $ 27.8 $ 7.5 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating leases Operating lease costs $ 1.4 $ 0.7 $ 3.6 $ 2.2 Variable lease costs 0.1 0.1 0.2 0.2 Short-term lease costs - - 0.2 - Total operating lease costs $ 1.5 $ 0.8 $ 4.0 $ 2.4 Finance leases Amortization of right-of-use asset $ 0.2 $ 0.1 $ 0.6 $ 0.5 Interest on finance lease liabilities 0.1 - 0.1 0.1 Total finance lease costs $ 0.3 $ 0.1 $ 0.7 $ 0.6 Maturities of lease liabilities as of September 30, 2023 are as follows: Operating Finance Total 2023 $ 1.3 $ 0.2 $ 1.5 2024 5.2 0.8 6.0 2025 5.1 0.5 5.6 2026 3.6 0.2 3.8 2027 3.1 - 3.1 2028 and Thereafter 24.7 - 24.7 Total lease payments 43.0 1.7 44.7 Less lease interest ( 16.8 ) ( 0.1 ) ( 16.9 ) Total lease liabilities $ 26.2 $ 1.6 $ 27.8 Additional information related to leases is presented as follows: September 30, 2023 December 31, 2022 Operating leases Weighted average remaining lease term 10.9 years 3.3 years Weighted average discount rate 9.9 % 5.4 % Finance leases Weighted average remaining lease term 2.3 years 2.5 years Weighted average discount rate 6.5 % 3.4 % Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3.6 $ 2.1 Operating cash flows from finance leases 0.1 - Financing cash flows from finance leases 0.7 0.6 Total cash paid $ 4.4 $ 2.7 Leased assets obtained in exchange for new operating lease liabilities $ 20.1 $ 0.8 Leased assets obtained in exchange for new finance lease liabilities 0.6 0.3 Right-of-use assets obtained in exchange for lease liabilities $ 20.7 $ 1.1 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 and nine months ended September 30, 2023. 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock-based compensation expense $ ( 5.1 ) $ 6.7 $ ( 11.8 ) $ 20.8 Tax (expense) benefit for stock-based compensation ( 1.3 ) ( 0.1 ) ( 3.0 ) 0.7 Stock-based compensation expense, net of tax $ ( 3.8 ) $ 6.6 $ ( 8.8 ) $ 21.5 The Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time, 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. As of September 30, 2023, the pool of shares in the 2019 Plan is summarized as follows: 2019 Plan Quantity Maximum allowed for issuance 13,118,055 Awards granted ( 8,955,338 ) Awards forfeited 1,671,363 Available for future awards 5,834,080 Awards vested 2,827,224 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 2021, 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. As appropriate, the Company evaluates both its long- and short-term operating plan, and, as part of that evaluation, the likelihood of attaining performance criteria related to management’s variable compensation arrangements. During the second quarter of 2023, management’s assessment of the Company’s attainment of certain performance metrics primarily related to the 2021 LTIP PRSUs resulted in a reduction in expense of approximately $ 13.0 million which was recorded in the second quarter of 2023 to stock-based compensation expense, which is included within Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income. During the third quarter of 2023, management’s assessment of the Company’s attainment of certain performance metrics primarily related to the 2021 LTIP PRSUs resulted in a further reduction in expense of approximately $ 6.5 million which was recorded in the third quarter of 2023 to stock-based compensation expense, which is included within Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income. 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, 2022 351,945 $ 15.78 2,560,551 $ 23.52 Granted 930,329 5.95 1,399,454 6.10 Vested ( 229,816 ) 27.74 ( 435,219 ) 18.38 Forfeited ( 12,119 ) 27.85 ( 325,094 ) 18.44 Outstanding at September 30, 2023 1,040,339 $ 4.21 3,199,692 $ 17.12 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, 2022 51,240 $ 11.72 Granted 269,509 3.59 Vested ( 104,029 ) 8.35 Balance at September 30, 2023 216,720 $ 3.23 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | Note 15 — 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 September 30, 2023 , we have not issued any instruments that are 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 table sets forth the computation of our earnings (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 3.3 ) $ ( 8.7 ) $ ( 17.8 ) $ ( 34.1 ) Net loss attributable to common stockholders for basic and diluted EPS $ ( 3.3 ) $ ( 8.7 ) $ ( 17.8 ) $ ( 34.1 ) Denominator: Basic and diluted weighted average common shares outstanding 82,322,957 81,979,986 82,297,985 81,833,718 Loss per share attributable to common stockholders Basic $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Diluted $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Two-class method: Class A Common Stock Basic and diluted weighted average common shares outstanding 79,401,858 79,058,887 79,376,886 78,912,619 Proportionate share of net loss $ ( 3.2 ) $ ( 8.4 ) $ ( 17.2 ) $ ( 32.9 ) Class A – basic earnings (loss) per share $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Class A – diluted earnings (loss) per share $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Class C Common Stock Basic and diluted weighted average common shares outstanding 2,921,099 2,921,099 2,921,099 2,921,099 Proportionate share of net loss $ ( 0.10 ) $ ( 0.30 ) $ ( 0.60 ) $ ( 1.20 ) Class C – basic earnings (loss) per share $ ( 0.03 ) $ ( 0.10 ) $ ( 0.21 ) $ ( 0.41 ) Class C – diluted earnings (loss) per share $ ( 0.03 ) $ ( 0.10 ) $ ( 0.21 ) $ ( 0.41 ) The dilutive effect of 0.4 million and 0.5 million shares in the three months ended September 30, 2023 and 2022, respectively, and 0.8 million and 0.9 million shares in the nine months ended September 30, 2023 and 2022 , respectively, 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 RSUs and PRSUs 1,713,777 3,559,496 1,094,712 3,417,060 Total antidilutive securities 1,713,777 3,559,496 1,094,712 3,417,060 |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | Note 16 — Transactions with Related Parties 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 an entity controlled by our chief executive officer, 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 were not material for the third quarter of 2023 and 2022. Total fees under the agreement amounted to approximately $ 0.3 million and $ 0.2 million for the nine months ended September 30, 2023 and 2022 , respectively. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Note 17 — Shareholders' Equity On July 26, 2022, the Directors authorized a general share repurchase program of the Company’s Class A common stock of up to $ 50.0 million, with a 36-month expiration. These Class A common stock repurchases may occur in transactions that may include, without limitation, tender offers, open market purchases, accelerated share repurchases, negotiated block purchases, and transactions effected through plans under Rule 10b5-1 of the Securities Exchange Act of 1934. The timing and actual number of shares repurchased will depend on a variety of different factors and may be modified, suspended or terminated at any time at the discretion of the Directors. There have been no repurchases executed to date. |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Assets Held for Sale | Note 18 — Assets Held for Sale In 2021, we entered into a build-to-suit lease agreement for a new Europe/Asia regional headquarters and manufacturing facility in Kerkrade, The Netherlands (the “New Facility”). We completed the construction and occupation of the New Facility in the second quarter of 2023. We own the existing Europe/Asia headquarters and manufacturing facility in Heerlen, The Netherlands. On June 27, 2023, we entered into a definitive agreement to divest our building and land located in Heerlen, The Netherlands at a sale price of $ 2.9 million. The carrying values of the building and land classified as held for sale in our consolidated balance sheet as of June 30, 2023, were $ 1.5 million for the building and $ 1.6 million for the land. Upon classification as held for sale, we recognized a total loss on disposal of $ 0.2 million within Other operating expenses in the consolidated statements of operations. On September 1, 2023, we completed the sale of the Heerlen facility and received cash proceeds of $ 2.9 million. No selling costs were incurred. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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. 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 Company is subject to currency translation exposure because the operations of its subsidiaries are measured in their functional currency, which is the currency of the primary economic environment in which the subsidiary operates. Any currency balances that are denominated in currencies other than the functional currency of the subsidiary are re-measured into the functional currency, with the resulting gain or loss recorded in the foreign currency (gains) losses line-item in our Unaudited Condensed Consolidated Statements of Operations. In turn, subsidiary income statement balances that are denominated in currencies other than USD are translated into USD, our reporting currency, in consolidation using the average exchange rate in effect during each fiscal month during the period, with any related gain or loss recorded as foreign currency translation adjustments in other comprehensive income (loss). The assets and liabilities of subsidiaries that use functional currencies other than the USD are translated into USD in consolidation using period end exchange rates, with the effects of foreign currency translation adjustments included in accumulated other comprehensive income. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards — In December 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”), which gives optional guidance to provide relief for reference rate reform, where certain transactions have transitioned or are transitioning away from the London Interbank Offered Rate (“LIBOR”) to other reference rates, including one-month and three-month USD LIBOR, on which our existing indebtedness and interest rate swap agreements were based. ASU 2022-06 defers the sunset date of ASC Topic 848, Reference Rate Reform (“ASC 848”) from December 31, 2022 to December 31, 2024 to ensure the relief in ASC 848 covers the period of time during which a significant number of modifications may take place. As further disclosed in Note 7, “ Long-Term Debt” , we amended the terms of our Credit Agreement to replace the interest rate based on LIBOR and related LIBOR-based mechanics with an interest rate based on the secured overnight financing rate (“SOFR”) and related SOFR-based mechanics. We have elected to apply the practical expedients provided by ASC 848 related to eligible contract modifications as they occur. This election did not have a material impact on our consolidated financial statements, and the impact of applying the election to future eligible contract modifications that occur through December 31, 2024 is also not expected to be material. |
Supplemental Balance Sheet Da_2
Supplemental Balance Sheet Data and Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 December 31, 2022 Accounts receivable $ 32.7 $ 33.7 Allowance for doubtful accounts ( 0.5 ) ( 0.7 ) Accounts receivable, net $ 32.2 $ 33.0 |
Schedule of Inventory, Net | Inventories, net — The components of inventories, net were as follows: September 30, 2023 December 31, 2022 Raw materials $ 10.6 $ 12.4 Work-in-process 2.3 5.7 Finished goods 5.9 7.2 Total inventories 18.8 25.3 Reserve for obsolescence ( 0.2 ) ( 0.3 ) Inventories, net $ 18.6 $ 25.0 |
Property, Plant and Equipment | Property, Plant and Equipment, net — The following table details our property, plant and equipment, net: September 30, 2023 December 31, 2022 Land $ 2.4 $ 4.0 Buildings and improvements 11.9 12.9 Leasehold improvements 19.4 0.4 Machinery and equipment 34.9 34.0 Computer and office equipment 12.2 11.5 Converting machines 197.5 182.8 Total property, plant, and equipment 278.3 245.6 Accumulated depreciation ( 143.7 ) ( 121.6 ) Property, plant, and equipment, net $ 134.6 $ 124.0 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 September 30, Nine Months Ended September 30, Depreciation expense included in 2023 2022 2023 2022 Cost of goods sold $ 8.3 $ 8.3 $ 25.2 $ 28.7 Depreciation and amortization expense 0.9 0.7 2.5 2.4 Total depreciation expense $ 9.2 $ 9.0 $ 27.7 $ 31.1 |
Schedule of Accrued Liabilities and Other | Accrued Liabilities and Other – The components of accrued liabilities and other were as follows: September 30, 2023 December 31, 2022 Employee compensation $ 4.0 $ 2.1 Taxes 1.5 3.4 Professional fees 2.9 0.8 Bonus 2.7 0.7 Interest 2.2 1.9 Interest rate swap liability, current portion 0.5 - Warranty reserve 0.6 0.7 Other 3.7 1.0 Accrued liabilities and other $ 18.1 $ 10.6 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental Cash Flow Information — Supplemental cash flow information is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Supplemental cash flow information Interest paid $ 7.3 $ 4.9 $ 19.2 $ 15.2 Income taxes paid $ 0.5 $ 0.3 $ 2.5 $ 2.1 Non-cash investing activities Right-of-use assets obtained in exchange for lease liabilities $ 6.1 $ 0.8 $ 20.7 $ 1.1 Capital expenditures in accounts payable $ 1.2 $ - $ 1.2 $ 0.4 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue, Segment Gross Profit from External Customers, Certain Expenses 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenue North America $ 34.9 $ 33.4 $ 98.2 $ 98.6 Europe/Asia 47.9 44.4 147.7 148.5 Net revenue 82.8 77.8 245.9 247.1 Segment gross profit North America 12.8 9.7 32.0 30.6 Europe/Asia 18.7 14.7 57.2 46.7 Gross profit 31.5 24.4 89.2 77.3 Expenses excluded from segment gross profit Selling, general and administrative expenses 20.9 26.8 64.4 86.8 Depreciation and amortization expense 8.1 7.8 24.2 24.0 Other operating expense, net 0.9 1.5 3.5 3.4 Interest expense 6.8 5.3 18.4 15.2 Foreign currency (gain) loss ( 0.7 ) ( 1.2 ) 0.2 ( 4.1 ) Other non-operating income, net ( 0.1 ) ( 4.0 ) ( 0.8 ) ( 4.0 ) Loss before income tax expense (benefit) $ ( 4.4 ) $ ( 11.8 ) $ ( 20.7 ) $ ( 44.0 ) The following table presents our long-lived assets by geographic region. Refer to Note 12, “ Leases ” for additional detail on our new leased facility in Eygelshoven, The Netherlands and our new leased facility in Shelton, Connecticut: September 30, 2023 December 31, 2022 North America $ 79.5 $ 65.4 Europe/Asia 76.9 64.6 Total long-lived assets $ 156.4 $ 130.0 |
Revenue Recognition, Contract_2
Revenue Recognition, Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Change in contract assets | Contract assets arise as revenue is recognized prior to billing the customer in accordance with the terms of the contract. Changes in contract assets were as follows: Nine Months Ended September 30, 2023 2022 Beginning balance $ - $ - Revenue recognized in excess of billings 1.7 - Ending balance $ 1.7 $ - |
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: Nine Months Ended September 30, 2023 2022 Beginning balance $ 0.9 $ 3.1 Deferral of revenue 12.2 7.5 Recognition of revenue ( 10.3 ) ( 9.0 ) Ending balance $ 2.8 $ 1.6 |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 North America $ 28.9 $ 28.1 $ 80.8 $ 82.3 Europe/Asia 40.7 38.0 126.4 128.4 Total paper and other revenue $ 69.6 $ 66.1 $ 207.2 $ 210.7 Machine lease revenue $ 13.2 $ 11.7 $ 38.7 $ 36.4 Net revenue $ 82.8 $ 77.8 $ 245.9 $ 247.1 |
Goodwill, Long-Lived Assets, _2
Goodwill, Long-Lived Assets, Intangible Assets and Impairment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 $ 338.8 $ 107.9 $ 446.7 Currency translation - ( 1.3 ) ( 1.3 ) Balance at September 30, 2023 $ 338.8 $ 106.6 $ 445.4 |
Schedule of Indefinite-Lived Intangible Assets | The following tables summarize our identifiable intangible assets, net with definite and indefinite useful lives: September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Customer/distributor relationships $ 194.2 $ ( 55.8 ) $ 138.4 $ 195.5 $ ( 46.5 ) $ 149.0 Patented/unpatented technology 171.6 ( 66.9 ) 104.7 171.6 ( 55.0 ) 116.6 Intellectual property 0.5 ( 0.3 ) 0.2 0.5 ( 0.2 ) 0.3 Total definite-lived intangible assets 366.3 ( 123.0 ) 243.3 367.6 ( 101.7 ) 265.9 Trademarks/tradenames with indefinite lives 106.2 - 106.2 106.2 - 106.2 Identifiable intangible assets, net $ 472.5 $ ( 123.0 ) $ 349.5 $ 473.8 $ ( 101.7 ) $ 372.1 |
Finite-lived Intangible Assets Amortization Expense | The following table shows the remaining estimated amortization expense for our definite-lived intangible assets at September 30, 2023: Year Amount 2023 $ 7.2 2024 28.9 2025 28.4 2026 28.0 2027 27.9 Thereafter 122.9 $ 243.3 |
Schedule of Finite-Lived Intangible Assets | The following table shows the remaining weighted-average useful life of our definite lived intangible assets as of September 30, 2023 and December 31, 2022: Remaining Weighted-Average Useful Life September 30, 2023 December 31, 2022 Customer/distributor relationships 11 years 11 years Patented/unpatented technology 7 years 8 years Intellectual property 7 years 7 years Total identifiable assets, net with definite lives 9 years 10 years |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following: September 30, 2023 December 31, 2022 First Lien Dollar Term Facility $ 250.0 $ 250.0 First Lien Dollar Term Facility exit fees payable 2.5 - First Lien Euro Term Facility 142.2 145.4 First Lien Euro Term Facility exit fees payable 1.4 - Finance lease liabilities 1.6 1.5 Equipment financing 2.3 - Deferred financing costs, net ( 7.7 ) ( 3.9 ) Total debt $ 392.3 $ 393.0 Less: current portion of long-term debt ( 1.5 ) ( 0.6 ) Less: current portion of finance lease liabilities ( 0.8 ) ( 0.7 ) Long-term debt $ 390.0 $ 391.7 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 Second Amended January 2019 Swap Cash flow hedge June 1, 2024 2.12 % 200.0 First Lien Dollar Term Facility 80 % $ 200.0 80 % December 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 % |
Schedule of Derivative Assets at Fair Value | 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 September 30, 2023 December 31, 2022 Interest Rate Swap Agreements Designated as cash flow hedges Prepaid expenses and other current assets $ 5.1 $ 6.3 Designated as cash flow hedges Other assets - 1.8 Designated as cash flow hedges Accrued liabilities and other current liabilities ( 0.5 ) - $ 4.6 $ 8.1 Cross-Currency Swap Agreement Designated as net investment hedge Derivative instruments $ ( 2.7 ) $ ( 3.7 ) $ ( 2.7 ) $ ( 3.7 ) |
Schedule of Derivative Instruments, Gain (Loss) | The following table p resents 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Total interest expense presented in the statement of operations $ 6.8 $ 5.3 $ 18.4 $ 15.2 Interest rate swap agreements designated as cash flow hedges $ ( 2.4 ) $ ( 0.4 ) $ ( 6.2 ) $ 1.2 Cross-currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing $ ( 0.3 ) $ ( 0.2 ) $ ( 1.0 ) $ ( 1.0 ) |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Components of AOCI | The components of accumulated other comprehensive income (loss) at September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 10.0 ) $ - $ ( 10.0 ) Unrealized gain (loss) on interest rate swaps 5.6 ( 1.0 ) 4.6 Unrealized gain (loss) on cross-currency swap ( 2.8 ) 0.6 ( 2.2 ) Realized gain (loss) on cross-currency swap 10.0 ( 2.4 ) 7.6 Total $ 2.8 $ ( 2.8 ) $ - December 31, 2022 Gross Balance Tax Effect Net Balance Foreign currency translation $ ( 8.0 ) $ - $ ( 8.0 ) Unrealized gain (loss) on interest rate swaps 11.0 ( 2.4 ) 8.6 Unrealized gain (loss) on cross-currency swap ( 3.9 ) 0.9 ( 3.0 ) Realized gain (loss) on cross-currency swap 10.0 ( 2.4 ) 7.6 Total $ 9.1 $ ( 3.9 ) $ 5.2 The following table presents the changes in accumulated other comprehensive income (loss) by component: Nine Months Ended September 30, 2023 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 $ ( 8.0 ) $ 8.6 $ ( 3.0 ) $ 7.6 $ 5.2 Other comprehensive income (loss) before reclassifications ( 2.0 ) ( 11.4 ) ( 4.8 ) - ( 18.2 ) Amounts reclassified from accumulated other comprehensive income (loss) - 7.4 5.6 - 13.0 Ending balance $ ( 10.0 ) $ 4.6 $ ( 2.2 ) $ 7.6 $ - |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022: Fair Value Measurements Carrying Amount Level 1 Level 2 Level 3 September 30, 2023 Money market fund $ 19.3 $ 19.3 $ - $ - Current and long-term debt 400.0 - 394.5 - Interest rate swap agreements 4.6 - 4.6 - Cross-currency swap agreement 2.7 - 2.7 - December 31, 2022 Money market fund $ 30.5 $ 30.5 $ - $ - Current and long-term debt 396.9 - 388.7 - Interest rate swap agreements 8.1 - 8.1 - Cross-currency swap agreement 3.7 - 3.7 - |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Our effective tax rate was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Effective tax rate 26.0 % 26.8 % 14.2 % 22.6 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Lease assets Operating lease right-of-use assets, net Assets $ 21.8 $ 6.0 Finance lease right of use assets, net Property, plant, and equipment, net 1.5 1.4 Total lease assets $ 23.3 $ 7.4 Lease liabilities Operating lease liabilities, current Current liabilities $ 3.0 $ 2.0 Operating lease liabilities, non-current Non-current liabilities 23.2 4.0 Finance lease liabilities, current Current portion of long-term debt 0.8 0.7 Finance lease liabilities, non-current Long-term debt 0.8 0.8 Total lease liabilities $ 27.8 $ 7.5 |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating leases Operating lease costs $ 1.4 $ 0.7 $ 3.6 $ 2.2 Variable lease costs 0.1 0.1 0.2 0.2 Short-term lease costs - - 0.2 - Total operating lease costs $ 1.5 $ 0.8 $ 4.0 $ 2.4 Finance leases Amortization of right-of-use asset $ 0.2 $ 0.1 $ 0.6 $ 0.5 Interest on finance lease liabilities 0.1 - 0.1 0.1 Total finance lease costs $ 0.3 $ 0.1 $ 0.7 $ 0.6 |
Summary of Maturities of Lease Liabilities | Maturities of lease liabilities as of September 30, 2023 are as follows: Operating Finance Total 2023 $ 1.3 $ 0.2 $ 1.5 2024 5.2 0.8 6.0 2025 5.1 0.5 5.6 2026 3.6 0.2 3.8 2027 3.1 - 3.1 2028 and Thereafter 24.7 - 24.7 Total lease payments 43.0 1.7 44.7 Less lease interest ( 16.8 ) ( 0.1 ) ( 16.9 ) Total lease liabilities $ 26.2 $ 1.6 $ 27.8 |
Summary of Additional Information Related to Leases | Additional information related to leases is presented as follows: September 30, 2023 December 31, 2022 Operating leases Weighted average remaining lease term 10.9 years 3.3 years Weighted average discount rate 9.9 % 5.4 % Finance leases Weighted average remaining lease term 2.3 years 2.5 years Weighted average discount rate 6.5 % 3.4 % Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3.6 $ 2.1 Operating cash flows from finance leases 0.1 - Financing cash flows from finance leases 0.7 0.6 Total cash paid $ 4.4 $ 2.7 Leased assets obtained in exchange for new operating lease liabilities $ 20.1 $ 0.8 Leased assets obtained in exchange for new finance lease liabilities 0.6 0.3 Right-of-use assets obtained in exchange for lease liabilities $ 20.7 $ 1.1 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock-based compensation expense $ ( 5.1 ) $ 6.7 $ ( 11.8 ) $ 20.8 Tax (expense) benefit for stock-based compensation ( 1.3 ) ( 0.1 ) ( 3.0 ) 0.7 Stock-based compensation expense, net of tax $ ( 3.8 ) $ 6.6 $ ( 8.8 ) $ 21.5 |
Share-based Payment Arrangement, Activity | As of September 30, 2023, the pool of shares in the 2019 Plan is summarized as follows: 2019 Plan Quantity Maximum allowed for issuance 13,118,055 Awards granted ( 8,955,338 ) Awards forfeited 1,671,363 Available for future awards 5,834,080 Awards vested 2,827,224 |
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, 2022 351,945 $ 15.78 2,560,551 $ 23.52 Granted 930,329 5.95 1,399,454 6.10 Vested ( 229,816 ) 27.74 ( 435,219 ) 18.38 Forfeited ( 12,119 ) 27.85 ( 325,094 ) 18.44 Outstanding at September 30, 2023 1,040,339 $ 4.21 3,199,692 $ 17.12 |
Share-based Payment Arrangement, Nonemployee Director Award Plan, Activity | 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, 2022 51,240 $ 11.72 Granted 269,509 3.59 Vested ( 104,029 ) 8.35 Balance at September 30, 2023 216,720 $ 3.23 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 table sets forth the computation of our earnings (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Numerator: Net loss $ ( 3.3 ) $ ( 8.7 ) $ ( 17.8 ) $ ( 34.1 ) Net loss attributable to common stockholders for basic and diluted EPS $ ( 3.3 ) $ ( 8.7 ) $ ( 17.8 ) $ ( 34.1 ) Denominator: Basic and diluted weighted average common shares outstanding 82,322,957 81,979,986 82,297,985 81,833,718 Loss per share attributable to common stockholders Basic $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Diluted $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Two-class method: Class A Common Stock Basic and diluted weighted average common shares outstanding 79,401,858 79,058,887 79,376,886 78,912,619 Proportionate share of net loss $ ( 3.2 ) $ ( 8.4 ) $ ( 17.2 ) $ ( 32.9 ) Class A – basic earnings (loss) per share $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Class A – diluted earnings (loss) per share $ ( 0.04 ) $ ( 0.11 ) $ ( 0.22 ) $ ( 0.42 ) Class C Common Stock Basic and diluted weighted average common shares outstanding 2,921,099 2,921,099 2,921,099 2,921,099 Proportionate share of net loss $ ( 0.10 ) $ ( 0.30 ) $ ( 0.60 ) $ ( 1.20 ) Class C – basic earnings (loss) per share $ ( 0.03 ) $ ( 0.10 ) $ ( 0.21 ) $ ( 0.41 ) Class C – diluted earnings (loss) per share $ ( 0.03 ) $ ( 0.10 ) $ ( 0.21 ) $ ( 0.41 ) |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 RSUs and PRSUs 1,713,777 3,559,496 1,094,712 3,417,060 Total antidilutive securities 1,713,777 3,559,496 1,094,712 3,417,060 |
Supplemental Balance Sheet Da_3
Supplemental Balance Sheet Data and Cash Flow Information - Components of Accounts Receivable, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 32.7 | $ 33.7 |
Allowance for doubtful accounts | (0.5) | (0.7) |
Accounts receivable, net | $ 32.2 | $ 33 |
Supplemental Balance Sheet Da_4
Supplemental Balance Sheet Data and Cash Flow Information - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Notes And Loans Receivable [Line Items] | ||
Cash | $ 19.3 | $ 30.5 |
No Customer | Maximum | Accounts Receivable | Customer Concentration Risk | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 10% | |
One Customer | Maximum | Accounts Receivable | Customer Concentration Risk | ||
Accounts Notes And Loans Receivable [Line Items] | ||
Concentration risk, percentage | 13% |
Supplemental Balance Sheet Da_5
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Inventory, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 10.6 | $ 12.4 |
Work-in-process | 2.3 | 5.7 |
Finished goods | 5.9 | 7.2 |
Total inventories | 18.8 | 25.3 |
Reserve for obsolescence | (0.2) | (0.3) |
Inventories, net | $ 18.6 | $ 25 |
Supplemental Balance Sheet Da_6
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Property. Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 278.3 | $ 245.6 |
Accumulated depreciation | (143.7) | (121.6) |
Property, plant, and equipment, net | 134.6 | 124 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 2.4 | 4 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 11.9 | 12.9 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 34.9 | 34 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 12.2 | |
Converting Machines | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 197.5 | $ 182.8 |
Supplemental Balance Sheet Da_7
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Depreciation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 9.2 | $ 9 | $ 27.7 | $ 31.1 |
Cost of goods sold | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 8.3 | 8.3 | 25.2 | 28.7 |
Depreciation and amortization expense | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 0.9 | $ 0.7 | $ 2.5 | $ 2.4 |
Supplemental Balance Sheet Da_8
Supplemental Balance Sheet Data and Cash Flow Information - Schedule of Accrued Liabilities and Other (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee compensation | $ 4 | $ 2.1 |
Taxes | 1.5 | 3.4 |
Professional fees | 2.9 | 0.8 |
Bonus | 2.7 | 0.7 |
Interest | 2.2 | 1.9 |
Interest rate swap liability, current portion | 0.5 | 0 |
Warranty reserve | 0.6 | 0.7 |
Other | 3.7 | 1 |
Accrued liabilities and other | $ 18.1 | $ 10.6 |
Supplemental Balance Sheet Da_9
Supplemental Balance Sheet Data and Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Interest paid | $ 7.3 | $ 4.9 | $ 19.2 | $ 15.2 |
Income taxes paid | 0.5 | 0.3 | 2.5 | 2.1 |
Non-cash investing activities | ||||
Right-of-use assets obtained in exchange for lease liabilities | 6.1 | 0.8 | 20.7 | 1.1 |
Capital expenditures in accounts payable | $ 1.2 | $ 0 | $ 1.2 | $ 0.4 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) - Segment | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
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% | 10% |
Segment and Geographic Inform_4
Segment and Geographic Information - Schedule of Revenue, Segment Gross Profit from External Customers, Certain Expenses and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
Revenues | $ 82.8 | $ 77.8 | $ 245.9 | $ 247.1 | |
Gross profit | 31.5 | 24.4 | 89.2 | 77.3 | |
Selling, general and administrative expenses | 20.9 | 26.8 | 64.4 | 86.8 | |
Depreciation and amortization expense | 8.1 | 7.8 | 24.2 | 24 | |
Other operating expense , net | 0.9 | 1.5 | 3.5 | 3.4 | |
Interest expense | 6.8 | 5.3 | 18.4 | 15.2 | |
Foreign currency (gain) loss | (0.7) | (1.2) | 0.2 | (4.1) | |
Other non-operating income, net | (0.1) | (4) | (0.8) | (4) | |
Income (loss) before income tax benefit | (4.4) | (11.8) | (20.7) | (44) | |
Long-lived assets | 156.4 | 156.4 | $ 130 | ||
North America | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 34.9 | 33.4 | 98.2 | 98.6 | |
Gross profit | 12.8 | 9.7 | 32 | 30.6 | |
Long-lived assets | 79.5 | 79.5 | 65.4 | ||
Europe/Asia | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 47.9 | 44.4 | 147.7 | 148.5 | |
Gross profit | 18.7 | $ 14.7 | 57.2 | $ 46.7 | |
Long-lived assets | $ 76.9 | $ 76.9 | $ 64.6 |
Revenue Recognition, Contract_3
Revenue Recognition, Contracts with Customers - Schedule of Change in Deferred Revenue (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 0.9 | $ 3.1 |
Deferral of revenue | 12.2 | 7.5 |
Recognition of revenue | (10.3) | (9) |
Ending balance | 2.8 | 1.6 |
Contract assets [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 0 | 0 |
Revenue Recognized In Excess of Billings | 1.7 | 0 |
Ending balance | $ 1.7 | $ 0 |
Revenue Recognition, Contract_4
Revenue Recognition, Contracts with Customers - Revenue from Contracts with Customers Summarized by Segment Geography (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 82.8 | $ 77.8 | $ 245.9 | $ 247.1 |
ASC 606 | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 69.6 | 66.1 | 207.2 | 210.7 |
ASC 842 | ||||
Disaggregation of Revenue [Line Items] | ||||
Machine lease revenue | 13.2 | 11.7 | 38.7 | 36.4 |
Net revenue | 82.8 | 77.8 | 245.9 | 247.1 |
North America | ASC 606 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 28.9 | 28.1 | 80.8 | 82.3 |
Europe/Asia | ASC 606 | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 40.7 | $ 38 | $ 126.4 | $ 128.4 |
Goodwill, Long-Lived Assets, _3
Goodwill, Long-Lived Assets, Intangible Assets and Impairment - Schedule of Goodwill Balances by Operating Segment (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Gross carrying value, beginning balance | $ 446.7 |
Currency translation | (1.3) |
Gross carrying value, ending balance | 445.4 |
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 | 107.9 |
Currency translation | (1.3) |
Gross carrying value, ending balance | $ 106.6 |
Goodwill, Long-Lived Assets, _4
Goodwill, Long-Lived Assets, Intangible Assets and Impairmentt - Schedule of Identifiable Intangible Assets, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 366.3 | $ 367.6 |
Accumulated Amortization | (123) | (101.7) |
Net | 243.3 | 265.9 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible assets, Gross Carrying Amount | 472.5 | 473.8 |
Intangible assets, net | 349.5 | 372.1 |
Trademarks/tradenames with indefinite lives | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible assets, net | 106.2 | 106.2 |
Indefinite-lived intangible assets (excluding goodwill) | 106.2 | 106.2 |
Customer/distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 194.2 | 195.5 |
Accumulated Amortization | (55.8) | (46.5) |
Net | 138.4 | 149 |
Patented/Unpatented Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 171.6 | 171.6 |
Accumulated Amortization | (66.9) | (55) |
Net | 104.7 | 116.6 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 0.5 | 0.5 |
Accumulated Amortization | (0.3) | (0.2) |
Net | $ 0.2 | $ 0.3 |
Goodwill, Long-Lived Assets, _5
Goodwill, Long-Lived Assets, Intangible Assets and Impairment - Schedule of Finite-Lived Intangible Assets Amortization Expense (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 7.2 |
2024 | 28.9 |
2025 | 28.4 |
2026 | 28 |
2027 | 27.9 |
Thereafter | 122.9 |
Finite-lived intangible assets, Net | $ 243.3 |
Goodwill, Long-Lived Assets, _6
Goodwill, Long-Lived Assets, Intangible Assets and Impairment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 7.2 | $ 7.1 | $ 21.7 | $ 21.7 |
Goodwill, Long-Lived Assets, _7
Goodwill, Long-Lived Assets, Intangible Assets and Impairment - Schedule of Intangible Asset Remaining Useful Life (Details) - Weighted Average | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 9 years | 10 years |
Customer/distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 11 years | 11 years |
Patented/Unpatented Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life (years) | 7 years | 8 years |
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 | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 04, 2023 | Jun. 03, 2019 USD ($) | Jun. 03, 2019 EUR (€) | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 392.3 | $ 393 | |||
Long-term line of credit | 0 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 43.7 | $ 45 | |||
Debt instrument maturity date | 2025 | ||||
Long-term line of credit | 0 | ||||
Letters of credit outstanding amount | $ 1.3 | ||||
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 | ||||
First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Revolving credit commitments exit fee | 0.25% | ||||
First Lien Credit Agreement | Second Exit Payment Date [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit commitments exit fee | 1% | 1% | |||
Debt and deferred financing fees | $ 5 | ||||
First Lien Credit Agreement | Revolving Credit Facility | First Exit Payment Date [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit commitments exit fee | 0.50% | ||||
Repayment occurs prior term | Dec. 31, 2023 | ||||
First Lien Credit Agreement | Revolving Credit Facility | Second Exit Payment Date [Member] | |||||
Debt Instrument [Line Items] | |||||
Revolving credit commitments exit fee | 0.75% | ||||
Repayment occurs prior term | Jun. 30, 2024 | ||||
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 | $ 142.2 | $ 145.4 | $ 152.6 | € 140 | |
Debt instrument, interest rate, effective percentage | 7.66% | 5.25% | |||
Line of Credit | First Lien Term Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate, effective percentage | 9.43% | 7.88% | |||
Line of Credit | First Lien Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, covenant, leverage ratio, minimum | 5% | ||||
Line of Credit | First Lien Credit Agreement | Eurodollar Applicable Margin Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.75% | 4% | |||
Line of Credit | First Lien Credit Agreement | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.75% | 3% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long Term Debt (Details) € in Millions, $ in Millions | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 03, 2019 USD ($) | Jun. 03, 2019 EUR (€) |
Debt Instrument [Line Items] | ||||
Total debt | $ 392.3 | $ 393 | ||
Total lease liabilities | 1.6 | |||
Less: current portion of long-term debt | (1.5) | (0.6) | ||
Less: current portion of finance lease liabilities | (0.8) | (0.7) | ||
Long-term debt | 390 | 391.7 | ||
Dollar Denominated Line of Credit | First Lien Term Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 250 | 250 | $ 378.2 | |
Dollar Denominated Line of Credit | First Lien Term Facility exit fees payable | ||||
Debt Instrument [Line Items] | ||||
Total debt | 2.5 | 0 | ||
First Lien Euro Term Facility | First Lien Term Facility | ||||
Debt Instrument [Line Items] | ||||
Total debt | 142.2 | 145.4 | $ 152.6 | € 140 |
First Lien Euro Term Facility | First Lien Term Facility exit fees payable | ||||
Debt Instrument [Line Items] | ||||
Total debt | 1.4 | 0 | ||
Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Total lease liabilities | 1.6 | 1.5 | ||
Deferred financing costs, net | (7.7) | (3.9) | ||
Equipment [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 2.3 | $ 0 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) € in Millions, $ in Millions | 1 Months Ended | ||||||||
Jul. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Jun. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) Rate | Nov. 30, 2022 EUR (€) Rate | Mar. 27, 2020 | Jan. 31, 2019 USD ($) | |
Derivative [Line Items] | |||||||||
Interest rate cash flow hedge loss to be reclassified during next twelve months, net | $ 5.1 | ||||||||
Designated as Hedging Instrument | Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | 200 | $ 250 | |||||||
January 2019 Swap | Not Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 200 | ||||||||
January 2019 Swap | Designated as Hedging Instrument | Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 200 | $ 200 | |||||||
Derivative, fixed interest rate | 2.12% | 2.31% | 2.09% | 2.10% | |||||
September 2019 Swap | Designated as Hedging Instrument | Cash Flow Hedge | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 50 | $ 50 | |||||||
Derivative, fixed interest rate | 1.50% | 1.50% | |||||||
February 2022 Swap | |||||||||
Derivative [Line Items] | |||||||||
Gains (losses) on derivatives | $ 2.8 | ||||||||
April 2022 Swap | |||||||||
Derivative [Line Items] | |||||||||
Gains (losses) on derivatives | $ 5.1 | ||||||||
Interest Rate Swap Six [Member] | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount | $ 80 | ||||||||
Derivative, fixed interest rate | 5.84% | 5.84% | |||||||
Spot exchange rate | 0.00010205 | 0.00010205 | |||||||
Derivative notional amount, converted | € | € 78.4 | ||||||||
Derivative notional amount, converted rate | Rate | 3.95% | 3.95% |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Interest Rate Swaps (Details) - Designated as Hedging Instrument - Cash Flow Hedge - USD ($) $ in Millions | Sep. 30, 2023 | Jun. 01, 2023 | Dec. 31, 2022 | Mar. 27, 2020 |
Derivative [Line Items] | ||||
Derivative, notional amount | $ 200 | $ 250 | ||
Percentage of Debt Instrument Outstanding | 80% | 100% | ||
September 2019 Swap | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 1.50% | 1.50% | ||
Derivative, notional amount | $ 50 | $ 50 | ||
September 2019 Swap | First Lien Term Facility | ||||
Derivative [Line Items] | ||||
Percentage of Debt Instrument Outstanding | 20% | |||
January 2019 Swap | ||||
Derivative [Line Items] | ||||
Derivative, fixed interest rate | 2.12% | 2.31% | 2.09% | 2.10% |
Derivative, notional amount | $ 200 | $ 200 | ||
January 2019 Swap | First Lien Term Facility | ||||
Derivative [Line Items] | ||||
Percentage of Debt Instrument Outstanding | 80% | 80% |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Derivative Assets and Liabilities at Fair Value (Details) - Designated as Hedging Instrument - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative liability, fair value | $ (2.7) | $ (3.7) |
Cash Flow Hedge | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, fair value | 4.6 | 8.1 |
Cash Flow Hedge | Accrued liabilities and other | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative liability, fair value | (0.5) | 0 |
Cash Flow Hedge | Prepaid Expenses And Other Current Assets | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative liability, fair value | 5.1 | 6.3 |
Derivative asset, fair value | (2.7) | (3.7) |
Cash Flow Hedge | Other Assets | Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative asset, fair value | $ 0 | $ 1.8 |
Derivative Instruments - Effect
Derivative Instruments - Effect of Derivative Instruments on Statement of Financial Position (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative [Line Items] | ||||
Interest expense | $ 6.8 | $ 5.3 | $ 18.4 | $ 15.2 |
Interest Expense | Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Interest rate swap agreements designated as cash flow hedges | (2.4) | 0.4 | (6.2) | 1.2 |
Cross currency swap agreement designated as net investment hedge, amounts excluded from effectiveness testing | $ (0.3) | $ (0.2) | $ (1) | $ (1) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Components of AOCI (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Foreign currency translation, Gross Balance | $ (10) | $ (8) |
Foreign currency translation, Tax Effect | 0 | 0 |
Foreign currency translation, Net Balance | (10) | (8) |
Unrealized gain (loss) on interest rate swaps, Gross Balance | 5.6 | 11 |
Unrealized gain (loss) on interest rate swaps, Tax Effect | (1) | (2.4) |
Unrealized gain (loss) on interest rate swaps, Net Balance | 4.6 | 8.6 |
Unrealized gain (loss) on cross currency swap, Gross Balance | (2.8) | (3.9) |
Unrealized gain (loss) on cross currency swap, Tax Effect | 0.6 | 0.9 |
Unrealized gain (loss) on cross currency swap, Net Balance | (2.2) | (3) |
Realized gain (loss) on cross-currency swap, Gross Balance | 10 | 10 |
Realized gain (loss) on cross-currency swap, Tax Effect | (2.4) | (2.4) |
Realized gain (loss) on cross-currency swap, Net Balance | 7.6 | 7.6 |
Total, Gross Balance | 2.8 | 9.1 |
Total, Tax Effect | (2.8) | (3.9) |
Total, Net Balance | $ 0 | $ 5.2 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | $ 612.8 |
Ending Balance | 577.6 |
Foreign currency translation | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (8) |
Other comprehensive income (loss) before reclassifications | (2) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Ending Balance | (10) |
Unrealized gain (loss) on interest rate swaps | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 8.6 |
Other comprehensive income (loss) before reclassifications | (11.4) |
Amounts reclassified from accumulated other comprehensive income (loss) | 7.4 |
Ending Balance | 4.6 |
Unrealized gain (loss) on cross-currency swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (3) |
Other comprehensive income (loss) before reclassifications | (4.8) |
Amounts reclassified from accumulated other comprehensive income (loss) | 5.6 |
Ending Balance | (2.2) |
Realized gain (loss) on cross-currency swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 7.6 |
Other comprehensive income (loss) before reclassifications | 0 |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 |
Ending Balance | 7.6 |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | 5.2 |
Other comprehensive income (loss) before reclassifications | (18.2) |
Amounts reclassified from accumulated other comprehensive income (loss) | 13 |
Ending Balance | $ 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Carrying Amounts, Estimated Fair Values and Respective Fair Value Measurements (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | $ 19.3 | $ 30.5 |
Current and long-term debt | 400 | 396.9 |
Interest rate swap agreements | 4.6 | 8.1 |
Cross-currency swap agreement | 2.7 | 3.7 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market fund | 19.3 | 30.5 |
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 | 394.5 | 388.7 |
Interest rate swap agreements | 4.6 | 8.1 |
Cross-currency swap agreement | 2.7 | 3.7 |
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 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate, percent | 26% | 26.80% | 14.20% | 22.60% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Income Taxes [Line Items] | ||
Tax expense | $ 0.5 | $ 1.8 |
Leases - Schedule of Operating
Leases - Schedule of Operating Leases and Finance Leases included in Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Lease assets | ||
Operating lease right-of-use assets, net | $ 21.8 | $ 6 |
Finance lease right of use assets, net | 1.5 | 1.4 |
Total lease assets | 23.3 | 7.4 |
Lease liabilities | ||
Operating lease liabilities, current | 3 | 2 |
Operating lease liabilities, non-current | 23.2 | 4 |
Finance lease liabilities, current | 0.8 | 0.7 |
Finance lease liabilities, non-current | 0.8 | 0.8 |
Total lease liabilities | $ 27.8 | $ 7.5 |
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating leases | ||
Operating lease costs | $ 3.6 | $ 2.2 |
Variable lease costs | 0.2 | 0.2 |
Short-term lease costs | 0.2 | 0 |
Total operating lease costs | 4 | 2.4 |
Finance leases | ||
Amortization of right-of-use asset | 0.6 | 0.5 |
Interest on finance lease liabilities | 0.1 | 0.1 |
Total finance lease costs | $ 0.7 | $ 0.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Operating Lease, Liability | $ 26.2 |
Annual lease payments | $ 1 |
Eygelshoven (Netherlands) [Member] | |
Lessor, Operating Lease, Term of Contract | 15 years |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Operating leases | |
2023 | $ 1.3 |
2024 | 5.2 |
2025 | 5.1 |
2026 | 3.6 |
2027 | 3.1 |
2028 and Thereafter | 24.7 |
Total lease payments | 43 |
Less lease interest | (16.8) |
Total lease liabilities | 26.2 |
Finance leases | |
2023 | 0.2 |
2024 | 0.8 |
2025 | 0.5 |
2026 | 0.2 |
2027 | 0 |
2028 and Thereafter | 0 |
Total lease payments | 1.7 |
Less lease interest | (0.1) |
Total lease liabilities | 1.6 |
Total | |
2023 | 1.5 |
2024 | 6 |
2025 | 5.6 |
2026 | 3.8 |
2027 | 3.1 |
2028 and Thereafter | 24.7 |
Total lease payments | 44.7 |
Less lease interest | (16.9) |
Total lease liabilities | $ 27.8 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information to Leases (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating leases | |||
Weighted average remaining lease term | 10 years 10 months 24 days | 3 years 3 months 18 days | |
Weighted average discount rate | 9.90% | 5.40% | |
Finance leases | |||
Weighted average remaining lease term | 2 years 3 months 18 days | 2 years 6 months | |
Weighted average discount rate | 6.50% | 3.40% | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 3.6 | $ 2.1 | |
Operating cash flows from finance leases | 0.1 | 0 | |
Financing cash flows from finance leases | 0.7 | 0.6 | |
Total cash paid | 4.4 | 2.7 | |
Leased assets obtained in exchange for new operating lease liabilities | 20.1 | 0.8 | |
Leased assets obtained in exchange for new finance lease liabilities | 0.6 | 0.3 | |
Right-of-use assets obtained in exchange for lease liabilities | $ 20.7 | $ 1.1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Certain Data for Stock-Based Compensation Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Stock-based compensation expense | $ (5.1) | $ 6.7 | $ (11.8) | $ 20.8 |
Tax (expense) benefit for stock-based compensation | (1.3) | (0.1) | (3) | 0.7 |
Stock-based compensation expense, net of tax | $ (3.8) | $ 6.6 | $ (8.8) | $ 21.5 |
Stock-Based Compensation - 2019
Stock-Based Compensation - 2019 Plan (Details) - 2019 Plan - Share-based Payment Arrangement, Option | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum allowed for issuance | 13,118,055 |
Awards granted | (8,955,338) |
Awards forfeited | 1,671,363 |
Available for future awards | 5,834,080 |
Awards vested | 2,827,224 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
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 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 6.5 | $ 13 | |
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% | ||
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% | ||
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% | ||
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% |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-Based Restricted Stock Unit and Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
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, 2022 (shares) | shares | 351,945 |
Granted (shares) | shares | 930,329 |
Vested (shares) | shares | (229,816) |
Forfeited (shares) | shares | (12,119) |
Outstanding at September 30, 2023 (shares) | shares | 1,040,339 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2022 (USD per share) | $ / shares | $ 15.78 |
Granted (USD per share) | $ / shares | 5.95 |
Vested (USD per share) | $ / shares | 27.74 |
Forfeited (USD per share) | $ / shares | 27.85 |
Outstanding at September 30, 2023 (USD per share) | $ / shares | $ 4.21 |
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, 2022 (shares) | shares | 2,560,551 |
Granted (shares) | shares | 1,399,454 |
Vested (shares) | shares | (435,219) |
Forfeited (shares) | shares | (325,094) |
Outstanding at September 30, 2023 (shares) | shares | 3,199,692 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2022 (USD per share) | $ / shares | $ 23.52 |
Granted (USD per share) | $ / shares | 6.1 |
Vested (USD per share) | $ / shares | 18.38 |
Forfeited (USD per share) | $ / shares | 18.44 |
Outstanding at September 30, 2023 (USD per share) | $ / shares | $ 17.12 |
Stock-Based Compensation - Dire
Stock-Based Compensation - Director Stock Unit Activity (Details) - Director Stock Units | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Quantity | |
Outstanding at December 31, 2022 (shares) | shares | 51,240 |
Granted (shares) | shares | 269,509 |
Vested (shares) | shares | (104,029) |
Outstanding at September 30, 2023 (shares) | shares | 216,720 |
Weighted Average Grant Date Fair Value | |
Outstanding at December 31, 2022 (USD per share) | $ / shares | $ 11.72 |
Granted (USD per share) | $ / shares | 3.59 |
Vested (USD per share) | $ / shares | 8.35 |
Outstanding at September 30, 2023 (USD per share) | $ / shares | $ 3.23 |
Earnings (Loss) per Share - Sch
Earnings (Loss) per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share Basic [Line Items] | ||||||||
Net loss | $ (3,300) | $ (2,100) | $ (12,400) | $ (8,700) | $ (11,300) | $ (14,100) | $ (17,800) | $ (34,100) |
Net loss attributable to common stockholders for basic and diluted EPS | $ 3,300 | $ (8,700) | $ (17,800) | $ (34,100) | ||||
Loss per share attributable to common stockholders | ||||||||
Basic (USD per share) | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) | ||||
Diluted (USD per share) | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) | ||||
Basic weighted average common shares outstanding (shares) | 82,322,957 | 81,979,986 | 82,297,985 | 81,833,718 | ||||
Dilutive weighted average common shares outstanding (shares) | 82,322,957 | 81,979,986 | 82,297,985 | 81,833,718 | ||||
Class A | ||||||||
Earnings Per Share Basic [Line Items] | ||||||||
Proportionate share of net loss | $ (3,200) | $ (8,400) | $ (17,200) | $ (32,900) | ||||
Loss per share attributable to common stockholders | ||||||||
Basic (USD per share) | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) | ||||
Diluted (USD per share) | $ (0.04) | $ (0.11) | $ (0.22) | $ (0.42) | ||||
Basic weighted average common shares outstanding (shares) | 79,401,858 | 79,058,887 | 79,376,886 | 78,912,619 | ||||
Dilutive weighted average common shares outstanding (shares) | 79,401,858 | 79,058,887 | 79,376,886 | 78,912,619 | ||||
Class C | ||||||||
Earnings Per Share Basic [Line Items] | ||||||||
Proportionate share of net loss | $ (100) | $ (300) | $ (600) | $ (1,200) | ||||
Loss per share attributable to common stockholders | ||||||||
Basic (USD per share) | $ (0.03) | $ (0.1) | $ (0.21) | $ (0.41) | ||||
Diluted (USD per share) | $ (0.03) | $ (0.1) | $ (0.21) | $ (0.41) | ||||
Basic weighted average common shares outstanding (shares) | 2,921,099 | 2,921,099 | 2,921,099 | 2,921,099 | ||||
Dilutive weighted average common shares outstanding (shares) | 2,921,099 | 2,921,099 | 2,921,099 | 2,921,099 |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Dilutive effect of shares omitted from the calculation of diluted weighted average shares outstanding and diluted earnings per share | 0.4 | 0.5 | 0.8 | 0.9 |
Earnings (Loss) per Share - S_2
Earnings (Loss) per Share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities | 1,713,777 | 3,559,496 | 1,094,712 | 3,417,060 |
RSUs and PRSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total antidilutive securities | 1,713,777 | 3,559,496 | 1,094,712 | 3,417,060 |
Transactions with Related Par_2
Transactions with Related Parties - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
One Madison Group LLC | ||
Related Party Transaction [Line Items] | ||
Related party transaction, fees | $ 0.3 | $ 0.2 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - Common Class A [Member] $ in Millions | Jul. 26, 2022 USD ($) |
Class of Stock [Line Items] | |
Share repurchase program maximum amount | $ 50 |
Stock repurchase program period | 36 months |
Assets Held for Sale (Additiona
Assets Held for Sale (Additional Information) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 01, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |||
Revenue from Asset Held for Sale | $ 2.9 | ||
Carrying Value of Building Held for Sale | $ 1.5 | ||
Carrying Value of Land Held for Sale | $ 1.6 | ||
Loss from Asset Held for Sale | $ 0.2 | ||
Sale of the Heerlen Facility and Received Cash Proceeds | $ 2.9 |