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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-32240
 
NEENAHINCCORPORATESMALL.JPG
(Exact name of registrant as specified in its charter)
 

Delaware
 
20-1308307
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
f

3460 Preston Ridge Road

 
Alpharetta
,
Georgia
30005
 
(Address of principal executive offices, including zip code)
(678) 566-6500
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
NP
New York Stock Exchange
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
Accelerated filer
Non-accelerated filer
 
Smaller reporting company
(Do not check if a smaller reporting company)
 
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  No 
As of August 3, 2020, there were 16,802,188 shares of the Company’s Common Stock outstanding.



TABLE OF CONTENTS






Part I—FINANCIAL INFORMATION


Item 1.  Financial Statements

NEENAH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
(Unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Net sales
 
$
161.4

 
$
253.4

 
$
395.0

 
$
493.1

Cost of products sold
 
140.0

 
202.7

 
319.6

 
398.7

Gross profit
 
21.4

 
50.7

 
75.4

 
94.4

Selling, general and administrative expenses
 
20.8

 
26.9

 
47.4

 
52.2

Asset restructuring and impairment costs (Note 10)
 
55.3

 
2.0

 
55.3

 
2.0

Other restructuring and non-routine costs
 
1.3

 
1.5

 
2.7

 
1.5

Loss on debt extinguishment (Note 5)
 
1.9

 

 
1.9

 

COVID-19 costs
 
0.4

 

 
1.5

 

Acquisition and due diligence costs
 
0.1

 

 
1.1

 

Other expense - net
 
0.1

 
0.5

 
0.4

 
1.5

Operating income (loss)
 
(58.5
)
 
19.8

 
(34.9
)
 
37.2

Interest expense - net
 
3.0

 
3.0

 
5.9

 
6.2

Income (loss) from continuing operations before income taxes
 
(61.5
)
 
16.8

 
(40.8
)
 
31.0

Provision (benefit) for income taxes
 
(11.4
)
 
3.2

 
(7.1
)
 
5.6

Net income (loss)
 
$
(50.1
)
 
$
13.6

 
$
(33.7
)
 
$
25.4

 
 
 
 
 
 
 
 
 
Earnings (Loss) Per Common Share
 
 

 
 

 
 
 
 
Basic
 
$
(2.98
)
 
$
0.80

 
$
(2.01
)
 
$
1.50

Diluted
 
$
(2.98
)
 
$
0.80

 
$
(2.01
)
 
$
1.49

 
 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding (in thousands)
 
 

 
 

 
 
 
 
Basic
 
16,797

 
16,863

 
16,812

 
16,861

Diluted
 
16,797

 
16,910

 
16,812

 
16,914

 
 
 
 
 
 
 
 
 
Cash Dividends Declared Per Share of Common Stock
 
$
0.47

 
$
0.45

 
$
0.94

 
$
0.90

 
See Notes to Condensed Consolidated Financial Statements

F-1


NEENAH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Net income (loss)
 
$
(50.1
)
 
$
13.6

 
$
(33.7
)
 
$
25.4

Reclassification of amounts recognized in the condensed consolidated statements of operations:
 
 
 
 
 
 
 
 
Amortization of adjustments to pension and other postretirement benefit liabilities (Note 6)
 
1.5

 
1.4

 
3.1

 
3.1

Unrealized foreign currency translation gain (loss)
 
3.6

 
1.5

 
(0.4
)
 
(1.7
)
Net gain from pension and other postretirement benefit plans
 

 
4.9

 

 
4.9

Income from other comprehensive income items
 
5.1

 
7.8

 
2.7

 
6.3

Provision for income taxes
 
0.4

 
1.6

 
0.6

 
1.8

Other comprehensive income
 
4.7

 
6.2

 
2.1

 
4.5

Comprehensive income (loss)
 
$
(45.4
)
 
$
19.8

 
$
(31.6
)
 
$
29.9

 
See Notes to Condensed Consolidated Financial Statements

F-2


NEENAH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)
 
 
 
June 30, 2020
 
December 31, 2019
ASSETS
 
 

 
 

Current Assets
 
 

 
 

Cash and cash equivalents
 
$
26.2

 
$
9.0

Restricted cash (Note 5)
 
176.5

 

Accounts receivable (less allowances of $1.9 million and $1.5 million)
 
91.8

 
102.6

Inventories
 
115.0

 
122.8

Prepaid and other current assets
 
16.1

 
18.3

Total Current Assets
 
425.6

 
252.7

Property, Plant and Equipment
 
 

 
 

Property, plant and equipment, at cost
 
782.1

 
850.6

Less accumulated depreciation
 
462.6

 
470.0

Property, Plant and Equipment—net
 
319.5

 
380.6

Lease Right-of-Use Assets (Note 1)
 
21.0

 
13.9

Deferred Income Taxes
 
22.3

 
13.4

Goodwill
 
83.1

 
83.1

Intangible Assets—net
 
63.3

 
66.7

Other Noncurrent Assets
 
17.6

 
17.4

TOTAL ASSETS
 
$
952.4

 
$
827.8

 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 

 
 

Current Liabilities
 
 

 
 

Debt payable within one year (Note 5)
 
$
179.7

 
$
2.6

Lease liabilities payable within one year (Note 1)
 
2.8

 
1.9

Accounts payable
 
37.0

 
48.9

Accrued expenses
 
47.0

 
47.0

Total Current Liabilities
 
266.5

 
100.4

Long-term Debt
 
201.7

 
198.2

Noncurrent Lease Liabilities (Note 1)
 
19.3

 
13.0

Noncurrent Employee Benefits
 
89.3

 
93.1

Deferred Income Taxes
 
12.1

 
12.9

Other Noncurrent Obligations
 
5.5

 
3.9

TOTAL LIABILITIES
 
594.4

 
421.5

Contingencies and Legal Matters (Note 9)
 

 

TOTAL STOCKHOLDERS’ EQUITY
 
358.0

 
406.3

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
952.4

 
$
827.8

 
See Notes to Condensed Consolidated Financial Statements

F-3


NEENAH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions, shares in thousands)
(Unaudited)

 
 
2020 Activity
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Treasury
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Balance, December 31, 2019
 
18,678

 
$
0.2

 
$
(82.8
)
 
$
334.1

 
$
268.1

 
$
(113.3
)
 
$
406.3

Net income
 

 

 

 

 
16.4

 

 
16.4

Other comprehensive loss, including income taxes
 

 

 

 

 

 
(2.6
)
 
(2.6
)
Dividends declared
 

 

 

 

 
(8.0
)
 

 
(8.0
)
Shares purchased (Note 8)
 

 

 
(3.6
)
 

 

 

 
(3.6
)
Stock options exercised
 
3

 

 

 

 

 

 

Restricted stock vesting (Note 8)
 
8

 

 
(0.2
)
 

 

 

 
(0.2
)
Stock-based compensation
 

 

 

 
1.5

 

 

 
1.5

Balance, March 31, 2020
 
18,689

 
$
0.2

 
$
(86.6
)
 
$
335.6

 
$
276.5

 
$
(115.9
)
 
$
409.8

Net loss
 

 

 

 

 
(50.1
)
 

 
(50.1
)
Other comprehensive income, net of income taxes
 

 

 

 

 

 
4.7

 
4.7

Dividends declared
 

 

 

 

 
(8.0
)
 

 
(8.0
)
Shares purchased (Note 8)
 

 

 

 

 

 

 

Stock options exercised
 
2

 

 

 

 

 

 

Restricted stock vesting (Note 8)
 
9

 

 

 

 

 

 

Stock-based compensation
 

 

 

 
1.6

 

 

 
1.6

Balance, June 30, 2020
 
18,700

 
0.2

 
(86.6
)
 
337.2

 
218.4

 
(111.2
)
 
358.0





F-4


 
 
2019 Activity
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Treasury Stock
 
Additional Paid-In Capital
 
Retained Earnings
 
Accumulated Other Comprehensive Loss
 
Total
Balance, December 31, 2018
 
18,597

 
$
0.2

 
$
(76.6
)
 
$
328.5

 
$
243.2

 
$
(105.1
)
 
$
390.2

Net income
 

 

 

 

 
11.8

 

 
11.8

Other comprehensive loss, including income taxes
 

 

 

 

 

 
(1.7
)
 
(1.7
)
Dividends declared
 

 

 

 

 
(7.6
)
 

 
(7.6
)
Shares purchased (Note 8)
 

 

 
(0.3
)
 

 

 

 
(0.3
)
Stock options exercised
 
9

 

 

 

 

 

 

Restricted stock vesting (Note 8)
 
3

 

 
(0.1
)
 

 

 

 
(0.1
)
Stock-based compensation
 

 

 

 
1.9

 

 

 
1.9

Balance, March 31, 2019
 
18,609

 
$
0.2

 
$
(77.0
)
 
$
330.4

 
$
247.4

 
$
(106.8
)
 
$
394.2

Net income
 

 

 

 

 
13.6

 

 
13.6

Other comprehensive income, net of income taxes
 

 

 

 

 

 
6.2

 
6.2

Dividends declared
 

 

 

 

 
(7.6
)
 

 
(7.6
)
Shares purchased (Note 8)
 

 

 
(1.6
)
 

 

 

 
(1.6
)
Stock options exercised
 
1

 

 

 

 

 

 

Restricted stock vesting (Note 8)
 
21

 

 

 

 

 

 

Stock-based compensation
 

 

 

 
1.7

 

 

 
1.7

Other/currency
 

 

 

 

 

 

 

Balance, June 30, 2019
 
18,631

 
0.2

 
(78.6
)
 
332.1

 
253.4

 
(100.6
)
 
406.5



See Notes to Condensed Consolidated Financial Statements

F-5


NEENAH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
 
 
Six Months Ended June 30,
 
 
2020
 
2019
OPERATING ACTIVITIES
 
 

 
 

Net income (loss)
 
$
(33.7
)
 
$
25.4

Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization
 
19.7

 
19.0

Stock-based compensation
 
3.1

 
3.6

Deferred income tax provision (benefit)
 
(10.3
)
 
1.9

Asset impairment costs (Note 10)
 
52.3

 

Loss on debt extinguishment (Note 5)
 
1.9

 

Loss on asset dispositions
 
0.1

 
0.1

Provision for uncollectible accounts receivable
 
1.1

 

Non-cash effects of changes in liabilities for uncertain income tax positions
 

 
(0.4
)
Decrease (increase) in working capital
 
7.9

 
(7.3
)
Pension and other postretirement benefits
 
(0.1
)
 
(0.9
)
Long-term payroll taxes
 
1.7

 

Other
 
(0.1
)
 
(0.4
)
NET CASH PROVIDED BY OPERATING ACTIVITIES
 
43.6

 
41.0

 
 
 
 
 
INVESTING ACTIVITIES
 
 

 
 

Capital expenditures
 
(8.0
)
 
(9.0
)
Purchase of marketable securities
 
(0.1
)
 
(0.3
)
Other
 
(0.2
)
 
(0.3
)
NET CASH USED IN INVESTING ACTIVITIES
 
(8.3
)
 
(9.6
)
 
 
 
 
 
FINANCING ACTIVITIES
 
 

 
 

Long-term borrowings (Note 5)
 
291.0

 
124.3

Repayments of long-term debt (Note 5)
 
(107.5
)
 
(139.9
)
Debt issuance costs
 
(5.2
)
 
(0.4
)
Cash dividends paid
 
(16.0
)
 
(15.2
)
Shares purchased (Note 8)
 
(3.8
)
 
(2.0
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
 
158.5

 
(33.2
)
 
 
 
 
 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
(0.1
)
 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
 
193.7

 
(1.8
)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
 
9.0

 
9.9

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
 
$
202.7

 
$
8.1

 
 
 
 
 
RECONCILIATION TO THE CONDENSED CONSOLIDATED BALANCE SHEET:
 
 
 
 
Cash and cash equivalents
 
$
26.2

 
$
8.1

Restricted cash (Note 5)
 
176.5

 

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
 
$
202.7

 
$
8.1

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 

 
 

Cash paid during period for interest, net of interest costs capitalized
 
$
5.4

 
$
5.7

Cash paid during period for income taxes
 
$
3.0

 
$
9.3

Non-cash investing activities:
 
 

 
 

Liability for equipment acquired
 
$
2.1

 
$
1.7


 See Notes to Condensed Consolidated Financial Statements

F-6


NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in millions, except as noted)


Note 1.  Background and Basis of Presentation
Background
Neenah, Inc. ("Neenah" or the "Company"), is a Delaware corporation incorporated in April 2004. The Company has two primary operations: its technical products business and its fine paper and packaging business. See Note 11, "Business Segment Information."

Basis of Consolidation and Presentation
These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make extensive use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates.
 
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year.
 
The condensed consolidated financial statements of Neenah and its subsidiaries included herein are unaudited. The condensed consolidated financial statements include the financial statements of the Company and its wholly owned and majority owned subsidiaries. Intercompany balances and transactions have been eliminated.

Impacts of COVID-19
The Company assessed the impacts of the novel coronavirus pandemic (“COVID-19” or the "pandemic") on its various accounting estimates and significant judgments, including those that require consideration of forecasted financial information in the context of the unknown future impacts of COVID-19, using information that is reasonably available at this time. The accounting estimates and other matters assessed included, but were not limited to, goodwill, indefinite-lived intangibles and other long-lived assets, allowance for uncollectible accounts receivable, valuation allowances for tax assets and revenue recognition. Based on the Company’s current assessment of these estimates and due to the adverse impacts of COVID-19, the Company recorded a non-cash impairment loss of $52.3 million to write-down certain long-lived assets for the three months ended June 30, 2020. The Company also recorded $2.6 million of restructuring charges due to the idling of a fine paper machine and other smaller assets and $0.4 million of related severance costs. See Note 10, "Asset Restructuring and Impairment Costs" for further discussion.

The Company also recorded incremental and direct costs of responding to COVID-19 including purchases of personal protective equipment and additional cleaning and sanitation costs of $1.5 million for the six months ended June 30, 2020. This included a one-time special payment to its mill operators of $1.1 million related to COVID-19 during the three months ended March 31, 2020.


F-7


Earnings per Share ("EPS")
The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands):
 
Earnings (Loss) Per Basic Common Share
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Income (loss) from continuing operations
 
$
(50.1
)
 
$
13.6

 
$
(33.7
)
 
$
25.4

Amounts attributable to participating securities
 

 
(0.1
)
 
(0.1
)
 
(0.2
)
Net income (loss) available to common stockholders
 
$
(50.1
)
 
$
13.5

 
$
(33.8
)
 
$
25.2

 
 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
 
16,797

 
16,863

 
16,812

 
16,861

 
 
 

 
 

 
 
 
 
Basic earnings (loss) per share
 
$
(2.98
)
 
$
0.80

 
$
(2.01
)
 
$
1.50

 


Earnings (Loss) Per Diluted Common Share 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Income (loss) from continuing operations
 
$
(50.1
)
 
$
13.6

 
$
(33.7
)
 
$
25.4

Amounts attributable to participating securities
 

 
(0.1
)
 
(0.1
)
 
(0.2
)
Net income (loss) available to common stockholders
 
$
(50.1
)
 
$
13.5

 
$
(33.8
)
 
$
25.2

 
 
 
 
 
 
 
 
 
Weighted-average basic shares outstanding
 
16,797

 
16,863

 
16,812

 
16,861

Add: Assumed incremental shares under stock compensation plans (a)
 

 
47

 

 
53

Weighted-average diluted shares
 
16,797

 
16,910

 
16,812

 
16,914

 
 
 

 
 

 
 

 
 

Diluted earnings (loss) per share
 
$
(2.98
)
 
$
0.80

 
$
(2.01
)
 
$
1.49

 
(a)        For the three months ended June 30, 2020 and 2019, there were 338,690 and 230,928 potentially dilutive options, respectively, excluded from the computation of dilutive common shares because the exercise price of such options exceeded the average market price of the Company’s Common Stock. For the six months ended June 30, 2020 and 2019, there were 340,886 and 231,129 potentially dilutive options, respectively, similarly excluded from the computation of dilutive common shares. In addition, as a result of the loss from continuing operations for the three and six months ended June 30, 2020, incremental shares of 23,000 and 28,000, respectively, resulting from the dilutive options and performance share units, were excluded from the diluted earnings per share calculation as the effect would have been anti-dilutive.
 
Fair Value of Financial Instruments
The Company measures the fair value of financial instruments in accordance with Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820") which establishes a framework for measuring fair value. ASC Topic 820 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
 

F-8


The following table presents the carrying value and the fair value of the Company’s debt: 
 
 
June 30, 2020
 
December 31, 2019
 
 
Carrying
Value
 
Fair Value (a)
 
Carrying
Value
 
Fair Value (a)
Term Loan B (variable rates)
 
$
200.0

 
$
200.0

 
$

 
$

2021 Senior Notes (5.25% fixed rate)
 
175.0

 
175.0

 
175.0

 
174.3

Global Revolving Credit Facility (variable rates)
 
10.1

 
10.1

 
21.6

 
21.6

German loan agreement (2.45% fixed rate)
 
2.9

 
3.0

 
3.5

 
3.6

German loan agreement (1.45% fixed rate)
 
3.0

 
3.0

 
3.7

 
3.7

Total debt
 
$
391.0

 
$
391.1

 
$
203.8

 
$
203.2


(a)         The fair value for all debt instruments was estimated from Level 2 measurements using rates currently available to the Company for debt of the same remaining maturities.

As of June 30, 2020, the Company had $4.1 million in marketable securities in the U.S. classified as "Other Noncurrent Assets" on the Condensed Consolidated Balance Sheet. The cost of such marketable securities was $4.5 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s U.S. marketable securities are designated for the payment of benefits under its supplemental employee retirement plan ("SERP"). As of June 30, 2020, Neenah Germany had investments of $2.1 million that were restricted to the payment of certain post-retirement employee benefits of which $0.6 million and $1.5 million are classified as "Prepaid and other current assets" and "Other Noncurrent Assets", respectively, on the Condensed Consolidated Balance Sheet. The cost of these investments approximate market.

Revenue from Contracts with Customers
The Company recognizes sales revenue at a point in time following the transfer of control of the product to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. Sales are reported net of allowable discounts and estimated returns. Reserves for cash discounts, trade allowances and sales returns are estimated using historical experience. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, the Company records customer payments of shipping and handling costs as a component of net sales and classifies such costs as a component of cost of sales. The Company excludes tax amounts assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers from our measurement of transaction prices. Accordingly, such tax amounts are not included as a component of net sales or cost of sales.

The Company considers each transaction/shipment as a separate performance obligation. Neenah recognizes revenue when the title transfers to the customer. As such, the remaining performance obligations at period end are not considered significant.

Sales terms in the technical products business vary depending on the type of product sold and customer category. In general, sales are collected in 45 to 55 days. Extended credit terms of up to 120 days are offered to customers located in certain international markets. Fine paper and packaging sales terms range between 20 and 30 days with discounts of 0 to 2% for customer payments, with discounts of 1% and 20-day terms used most often. Extended credit terms are offered to customers located in certain international markets.

Refer to Note 11, "Business Segment Information" for disaggregation of segment revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019.

Allowance for Uncollectible Accounts Receivable
In January 2020, the Company adopted Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which amends the FASB's guidance on the impairment of financial instruments. The ASU adds to U.S. GAAP an impairment model (known as the "current expected credit loss model" or "CECL") that is based on expected losses rather than incurred losses. The adoption of this standard did not have a material impact on the Company's financial position, results of operations and cash flows. Losses on receivables are estimated based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is probable that contractual payments due will not be collected in accordance with the terms of the agreement. The allowance for uncollectible accounts receivable was $1.9 million and $1.5 million as of June 30, 2020 and December 31, 2019. The Company recorded a $1.0 million provision for uncollectible accounts receivable from the impacts of

F-9


COVID-19 for the three months ended March 31, 2020. There were no significant new provisions recorded for the three months ended June 30, 2020.

Leases
The Company has operating leases for corporate offices, warehouses and certain equipment, with remaining lease terms of up to 11 years, some of which include options to extend the leases for up to five years. The Company determines if an arrangement is a lease at inception. Operating leases with terms greater than 12 months are included in "Lease Right-of-Use Assets", "Lease liabilities payable within one year" and "Noncurrent Lease Liabilities" on the Condensed Consolidated Balance Sheets. As of June 30, 2020, the Company did not have any material finance leases.

In March 2020, the Company entered into operating leases for two warehouse buildings, and recognized a right-of-use ("ROU") asset and a corresponding lease liability of $6.6 million with a term of 10 years, and an ROU asset and corresponding lease liability of $1.8 million with a term of 5 years. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.


Note 2.  Accounting Standards Changes
As of June 30, 2020, no amendments to the ASC have been issued that will have or are reasonably likely to have a material effect on the Company’s financial position, results of operations or cash flows.


Note 3.  Supplemental Balance Sheet Data
 
The following table presents inventories by major class:
 
 
June 30, 2020
 
December 31, 2019
Raw materials
 
$
31.5

 
$
32.8

Work in progress
 
20.0

 
26.4

Finished goods
 
67.0

 
67.3

Supplies and other
 
5.5

 
5.2

 
 
124.0

 
131.7

Adjust FIFO inventories to LIFO cost
 
(9.0
)
 
(8.9
)
Total
 
$
115.0

 
$
122.8


 
The FIFO values of inventories valued on the LIFO method were $99.3 million and $102.2 million as of June 30, 2020 and December 31, 2019, respectively. For the three and six months ended June 30, 2020, income from continuing operations before income taxes was reduced by less than $0.1 million due to a decrease in certain LIFO inventory quantities.

The following table presents changes in accumulated other comprehensive income (loss) ("AOCI") for the six months ended June 30, 2020
 
 
Net Unrealized Foreign
Currency Translation
Loss
 
Net Loss from
Pension and Other
Postretirement
Liabilities
 
Accumulated Other
Comprehensive Loss
AOCI — December 31, 2019
 
$
(19.0
)
 
$
(94.3
)
 
$
(113.3
)
Other comprehensive loss before reclassifications
 
(0.4
)
 

 
(0.4
)
Amounts reclassified from AOCI
 

 
3.1

 
3.1

Income (loss) from other comprehensive income items
 
(0.4
)
 
3.1

 
2.7

Provision (benefit) for income taxes
 
(0.2
)
 
0.8

 
0.6

Other comprehensive income (loss)
 
(0.2
)
 
2.3

 
2.1

AOCI — June 30, 2020
 
$
(19.2
)
 
$
(92.0
)
 
$
(111.2
)


For each of the six months ended June 30, 2020 and 2019, the Company reclassified $3.1 million of costs from AOCI to "Other expense - net" on the Condensed Consolidated Statements of Operations. For each of the six months ended June 30, 2020 and

F-10


2019, the Company recognized an income tax benefit of $0.8 million related to such reclassifications classified as "Provision for income taxes" on the Condensed Consolidated Statements of Operations.


Note 4. Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Income tax expense (benefit) represented (19)% and 19% of pre-tax book income (loss) for the three months ended June 30, 2020 and 2019, respectively, and (17)% and 18% of pre-tax book income (loss) for the six months ended June 30, 2020 and 2019, respectively. The effective income tax (benefit) rates for the three and six months ended June 30, 2020 were significantly impacted by the effects of the $52.3 million asset impairment loss of the U.S. transportation filtration asset (see Note 10, "Asset Restructuring and Impairment Costs"). As of June 30, 2020, the Company evaluated its ability to utilize its deferred tax assets, including research and development and other tax credits and net operating losses ("NOLs"), before they expire. As a result of the impacts of COVID-19 and other factors, a $4.0 million tax expense was recorded to increase the valuation allowance against certain state tax credits and NOLs. In determining the need for a valuation allowance, the Company considered many factors, including specific taxing jurisdictions, sources of taxable income and income tax strategies. A valuation allowance is recognized if, based on the weight of available evidence, the Company concludes that it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The following table presents the principal reasons for the difference between the Company's effective income tax (benefit) rate and the U.S. federal statutory income tax (benefit) rate:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
U.S. federal statutory income tax (benefit) rate
 
(21
)%
 
21
 %
 
(21
)%
 
21
 %
U.S. state income taxes (benefit), net of federal income tax effect
 
(4
)%
 
2
 %
 
(5
)%
 
1
 %
Foreign tax rate differences and financing structure
 
 %
 
 %
 
 %
 
1
 %
U.S. taxes on foreign earnings
 
 %
 
 %
 
1
 %
 
1
 %
Research and development and other tax credits
 
2
 %
 
(7
)%
 
(3
)%
 
(6
)%
Excess tax benefits from stock compensation
 
 %
 
 %
 
 %
 
 %
Uncertain income tax positions
 
 %
 
1
 %
 
1
 %
 
(1
)%
Valuation allowances
 
6
 %
 
 %
 
10
 %
 
 %
Other differences - net
 
(2
)%
 
2
 %
 
 %
 
1
 %
Effective income tax (benefit) rate
 
(19
)%
 
19
 %
 
(17
)%
 
18
 %




Note 5.  Debt
Long-term debt consisted of the following: 
 
 
June 30, 2020
 
December 31, 2019
Term Loan B (variable rates) due June 2027
 
$
200.0

 
$

2021 Senior Notes (5.25% fixed rate) due May 2021
 
175.0

 
175.0

Global Revolving Credit Facility (variable rates) due December 2023
 
10.1

 
21.6

German loan agreement (2.45% fixed rate) due in quarterly installments ending September 2022
 
2.9

 
3.5

German loan agreement (1.45% fixed rate) due in quarterly installments ending March 2023
 
3.0

 
3.7

Debt discounts and deferred financing costs
 
(9.6
)
 
(3.0
)
Total debt
 
381.4

 
200.8

Less: Debt payable within one year
 
179.7

 
2.6

Long-term debt
 
$
201.7

 
$
198.2




F-11


 
2021 Senior Notes
In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the "2021 Senior Notes") at a face amount of $175 million. The 2021 Senior Notes contained terms, covenants and events of default with which the Company must comply, which the Company believed were ordinary and standard for notes of this nature. As of June 30, 2020, the Company was in compliance with all terms of the indenture for the 2021 Senior Notes (the "2021 Note Indenture"). As noted below under "Subsequent Event", on June 30, 2020, the Company initiated the calling of the 2021 Senior Notes for redemption in full on July 16, 2020 and recorded a debt extinguishment charge of $1.9 million related to the write-off of the remaining deferred financing costs associated with the 2021 Senior Notes.

Term Loan B Credit Facility
On June 30, 2020, the Company entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among the Company, as borrower, certain of its domestic subsidiaries, as guarantors (the “Guarantors”, and together with the Company, the “Term Loan Parties”), a syndicate of banks, financial institutions and other entities as lenders (the “TLB Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “TLB Administrative Agent”). The Term Loan Credit Agreement provides a seven-year Term Loan B credit facility (the "Term B Facility") in the initial principal amount of $200 million (the "Term Loan B".) The Term Loan B was executed in a single $200 million draw on the closing date. Proceeds under the Term B Facility were used to redeem in full the 2021 Senior Notes, repay borrowings under the Company’s senior secured revolving credit facility, pay fees and expenses of the transaction and for general corporate purposes. Under the terms of the Term Loan Credit Agreement, and subject to certain conditions and adjustments, the Company may from time to time solicit the TLB Lenders or new lenders to provide incremental term loan financings under the Term B Facility up to $125 million in the aggregate (each an "Incremental Term Facility"). The proceeds of an Incremental Term Facility may be used for general corporate purposes of the Company and its subsidiaries, including permitted acquisitions, investments and other uses not prohibited by the Term Loan Credit Agreement.

The obligations under the Term Loan Credit Agreement are jointly and severally guaranteed by the Guarantors and are secured by all or substantially all of the assets of the Term Loan Parties, including (i) a first- priority security interest in all of the tangible and intangible non-current assets of the Term Loan (collectively, the “TLB Priority Collateral”), and (ii) a second-priority security interest in all of the current assets of the Term Loan Parties comprising priority collateral of the lenders under the Company’s secured revolving credit facility (together with the TLB Priority Collateral, the “Collateral”). Under the terms of the Term Loan Credit Agreement, borrowings under the Term B Facility will bear interest at a per annum rate equal to either (a) the reserve-adjusted LIBOR rate for interest periods of one, two or three months, plus an applicable rate of 4.00% per annum, or (b) the Alternate Base Rate, plus an applicable rate of 2.00% per annum. “Alternate Base Rate” will be equal to the greatest of (1) the prime rate as quoted from time to time in The Wall Street Journal or published by the Federal Reserve Board, (2) the overnight bank funding rate established by the Federal Reserve Bank of New York, plus 50 basis points, and (3) one-month reserve-adjusted LIBOR plus 100 basis points. The Alternate Base Rate is subject to a “floor” of 2.0%, and the adjusted LIBOR rate is subject to a “floor” of 1.0%. The Term Loan B is repayable in equal quarterly installments commencing on September 30, 2020 in an aggregate annual amount equal to 1% of the original principal amount of the Term B Facility (subject to certain reductions in connection with debt prepayments and debt buybacks). The entire unpaid principal balance of the Term Loan B, together with all accrued and unpaid interest thereon, will be due and payable at maturity on June 30, 2027.

The Company is required to make mandatory prepayments of the Term Loan B, commencing with the fiscal year ending December 31, 2021, based on certain secured leverage ratios levels, among other requirements, as per below:
Secured leverage ratio levels
 
Mandatory prepayments
< 1.50
 
No prepayments required
1.50 - 2.50
 
25% of Excess Cash Flow
> 2.50
 
50% of Excess Cash Flow


“Secured Leverage Ratio” means the ratio, for the four most recent fiscal quarters, of the net secured indebtedness of the Company as of the last day of such period to EBITDA for such period. “Excess Cash Flow” means consolidated net income, plus or minus adjustments for specified items including, among others:(i) increases or decreases in working capital, (ii) certain capital expenditures, (iii) scheduled principal payments and voluntary prepayments of certain funded indebtedness, (iv) interest expense and any premium, make-whole or penalty payments in respect of indebtedness, (v) taxes, (vi) permitted acquisitions and certain other permitted investments, and (vii) up to $8.75 million per fiscal quarter of regularly scheduled quarterly cash dividends paid by the Company. The Term Loan Credit Agreement contains covenants and events of default which the Company believes are customary for agreements of this nature.

F-12



Subsequent Event
On June 30, 2020, the Company irrevocably instructed the trustee under the 2021 Note Indenture (the “2021 Note Trustee”) to issue a notice calling all of the Company’s outstanding 2021 Notes for redemption. Also on June 30, 2020, the Company deposited in trust with the 2021 Note Trustee funds from the Term Loan B proceeds equal to the sum of the redemption price (equal to 100% of the principal amount thereof) of the 2021 Notes, plus accrued and unpaid interest thereon, and the 2021 Note Indenture was satisfied and discharged. The funds held by the 2021 Note Trustee were shown as “Restricted Cash” and the 2021 Senior Notes were shown in “Debt payable within one year” on the condensed consolidated balance sheet as of June 30, 2020. The redemption of the 2021 Senior Notes and distribution from the 2021 Note Trustee account were completed on July 16, 2020.

Secured Revolving Credit Facility
In December 2018, the Company amended its existing global secured revolving credit facility (the “Global Revolving Credit Facility”) by entering into a Fourth Amended and Restated Credit Agreement, dated December 10, 2018 (the “ABL Credit Agreement”). The Global Revolving Credit Facility will mature on December 10, 2023.

On June 30, 2020, the Company amended its existing ABL Credit Agreement (the "Third Amendment") to among other things, (a) remove the applicable components of the TLB Priority Collateral from the borrowing base calculation under the Global Revolving Credit Facility, (b) permit the pledging of the Collateral under the Term B Facility and subordinate liens of the Fourth Amended and Restated Credit Agreement lenders on TLB Priority Collateral to the first position liens on TLB Priority Collateral under the Term B Facility, (c) reduce the U.S. revolving credit facility amount from $150 million to $125 million, (d) reduce the German revolving credit facility amount from $75 million to $50 million, and (e) adjust certain reporting and financial covenant activation and deactivation thresholds.
 
Availability under the Global Revolving Credit Facility varies over time depending on the value of the Company’s inventory, receivables and various capital assets. As of June 30, 2020, the Company had $10.1 million of borrowings and $0.5 million in letters of credit outstanding under the Global Revolving Credit Facility and $132.8 million of available credit (based on exchange rates at June 30, 2020). As of June 30, 2020, the weighted-average interest rate on outstanding Global Revolving Credit Facility borrowings was 1.3 percent per annum. As of December 31, 2019, the weighted-average interest rate under the Global Revolving Credit Facility was 1.3 percent per annum.
 
The ABL Credit Agreement contains covenants with which the Company and its subsidiaries must comply during the term of the agreement, which the Company believes are ordinary and standard for agreements of this nature. As of June 30, 2020, the Company was in compliance with all terms of the ABL Credit Agreement.

Under the terms of the Term Loan Credit Agreement and the ABL Credit Agreement, the Company has limitations on its ability to repurchase shares of and pay dividends on its Common Stock. These limitations are triggered depending on the Company’s credit availability under the ABL Credit Agreement and leverage levels under the Term Loan Credit Agreement. As of June 30, 2020, none of these covenants were restrictive to the Company’s ability to repurchase shares of and pay dividends on its Common Stock.

For additional information about the Company's debt agreements, see Note 7, "Debt" of the Notes to Consolidated Financial Statements in the 2019 Form 10-K and the agreements attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and 10.2.

Borrowings and Repayments of Long-Term Debt
The Condensed Consolidated Statements of Cash Flows present borrowings and repayments under the Global Revolving Credit Facility using a gross approach. This approach presents not only discrete borrowings for transactions such as a business acquisition, but also reflects all borrowings and repayments that occur as part of daily management of cash receipts and disbursements. For the six months ended June 30, 2020, the Company made net long-term debt borrowings of $183.5 million which related to the $200.0 million draw down on the Term Loan B offset by net repayments of $11.2 million on the Global Revolving Credit Facility related to daily cash management activities and $1.3 million of scheduled debt repayments. For the six months ended June 30, 2019, the Company made scheduled debt repayments of $1.0 million and net long-term debt repayments of $14.6 million related to daily cash management activities.



F-13


Note 6.  Pension and Other Postretirement Benefits
Pension Plans
Substantially all active employees of the Company’s U.S. operations participate in defined benefit pension plans and/or defined contribution retirement plans. The Company has defined benefit plans for substantially all its employees in Germany and the United Kingdom. In addition, the Company maintains a SERP, which is a non-qualified defined benefit plan, and a supplemental retirement contribution plan (the "SRCP"), which is a non-qualified, unfunded defined contribution plan. The Company provides benefits under the non-qualified SERP and SRCP plans to the extent necessary to fulfill the intent of its retirement plans without regard to the limitations set by the Internal Revenue Code on qualified retirement benefit plans.

The following table presents the components of net periodic benefit cost for the Company’s defined benefit plans and postretirement plans other than pensions:
 
Components of Net Periodic Benefit Cost for Defined Benefit Plans 
 
 
Pension Benefits
 
Postretirement Benefits
Other than Pensions
 
 
Three Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Service cost
 
$
1.2

 
$
1.3

 
$
0.3

 
$
0.3

Interest cost
 
3.5

 
4.1

 
0.2

 
0.4

Expected return on plan assets (a)
 
(5.2
)
 
(5.3
)
 

 

Recognized net actuarial loss
 
1.3

 
1.1

 
0.1

 
0.2

Amortization of prior service benefit
 
0.1

 
0.1

 

 

Net periodic benefit cost
 
$
0.9

 
$
1.3

 
$
0.6

 
$
0.9

 
 
Pension Benefits
 
Postretirement Benefits
Other than Pensions
 
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Service cost
 
$
2.4

 
$
2.6

 
$
0.6

 
$
0.6

Interest cost
 
7.0

 
8.2

 
0.4

 
0.8

Expected return on plan assets (a)
 
(10.4
)
 
(10.3
)
 

 

Recognized net actuarial loss
 
2.6

 
2.6

 
0.3

 
0.4

Amortization of prior service benefit
 
0.2

 
0.1

 

 

Net periodic benefit cost
 
$
1.8

 
$
3.2

 
$
1.3

 
$
1.8


(a)
The expected return on plan assets is determined by multiplying the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and contributions) by the expected long-term rate of return. The Dutch pension plan is funded through an insurance contract, and the expected return on plan assets is calculated based on the discount rate of the insured obligations.

The Company records the service cost component of net periodic benefit cost as part of cost of sales and selling, general and administrative ("SG&A") expenses; and the non-service cost components of net periodic benefit cost (i.e., interest cost, expected return on plan assets, net actuarial gains or losses, and amortization of prior service cost or credits) as part of "Other expense - net" on the Condensed Consolidated Statements of Operations.

The Company continues to monitor the impact of COVID-19 and related global economic conditions and uncertainty on the pension and other postretirement benefit plans. For the six months ended June 30, 2020, the Company made $3.5 million of aggregate contributions to qualified and nonqualified defined benefit pension trusts and payments to pension benefits for unfunded pension and other postretirement benefit plans. The Company expects to make $7.2 million of such payments in calendar 2020. The Company made similar payments of $6.3 million and $13.1 million for the six months ended June 30, 2019 and for the year ended December 31, 2019, respectively.


F-14


Multi-Employer Plan
Historically, the Company has contributed to the PACE Industry Union-Management Pension Fund (the “PIUMPF"), a multiemployer pension plan. The amount of our annual contributions to the PIUMPF was negotiated with the plan and the bargaining unit representing our employees covered by the plan. The PIUMPF was certified to be in "critical status" for the plan year beginning January 1, 2010, and continued to be in critical status for the plan year beginning January 1, 2018.

Effective July 1, 2018, the Company and representatives of the United Steelworkers Union (the "USW") of the Lowville mill withdrew from the PIUMPF and recorded an estimated withdrawal liability of $1.0 million, which assumed payment of $0.1 million per year over 20 years, discounted at a credit adjusted risk-free rate of 5.7%. In October 2019, the Company received a billing from PIUMPF for the withdrawal liability, which confirmed the $1.0 million liability, and the Company began making monthly payments. In addition to the withdrawal liability, in October 2019, PIUMPF also demanded immediate payment of $1.3 million for the Company's pro-rata share of the fund's accumulated funding deficiency, which the Company is challenging. As such, the Company has not recorded a liability for this amount (which accrues interest at an annual rate of 12%) as of June 30, 2020.


Note 7.  Stock Compensation Plan
Stock Options and Stock Appreciation Rights ("Options")
There were no Options awarded during the six months ended June 30, 2020.

The following table presents information regarding Options that vested during the six months ended June 30, 2020
Options vested
67,054

Aggregate grant date fair value of Options vested (in millions)
$
1.0


 

The following table presents information regarding outstanding Options:
 
 
June 30, 2020
 
December 31, 2019
Options outstanding
 
387,530

 
416,548

Aggregate intrinsic value (in millions)
 
$
0.9

 
$
3.9

Per share weighted average exercise price
 
$
70.71

 
$
70.08

Exercisable Options
 
358,617

 
318,029

Aggregate intrinsic value (in millions)
 
$
0.9

 
$
3.9

Unvested Options
 
28,913

 
98,519

Per share weighted average grant date fair value
 
$
14.73

 
$
14.41


 

Performance Share Units ("PSUs") and Restricted Share Units ("RSUs")
For the six months ended June 30, 2020, the Company granted target awards of 43,935 PSUs. The measurement period for the PSUs is January 1, 2020 through December 31, 2022. The PSUs vest on December 31, 2022. Common Stock of an amount between zero and 200 percent of the PSUs target will be awarded based on the Company’s return on invested capital, consolidated revenue growth, free cash flow as a percentage of net sales, and total return to shareholders relative to the companies in the Russell 2000® Value small cap index. The Company’s return on invested capital, consolidated revenue growth, and free cash flow as a percentage of net sales are adjusted for certain items as further described in the Performance Share Award Agreement. The market price on the date of grant for the PSUs was $63.16 per share.

For the six months ended June 30, 2020, the Company awarded 78,957 RSUs to certain employees. The weighted average grant date fair value of such awards was $62.22 per share and the one third of the shares will vest on each of the first three anniversaries of the grant date, with certain exceptions for retiring employees. For the six months ended June 30, 2020, the Company also awarded 14,112 RSUs to non-employee members of the Board of Directors. The weighted average grant date fair value of such awards was $49.60 per share and the awards vest one year from the date of grant. During the vesting period, the holders of the RSUs are entitled to dividends, but the RSUs do not have voting rights. Generally, the RSUs and PSUs are forfeited in the event the holder is no longer working for the Company on the vesting date. However, under specific circumstances, vesting may be accelerated or reflect pro-rata vesting.

F-15




Note 8.  Stockholders' Equity
Common Stock
As of June 30, 2020 and December 31, 2019, the Company had 16,802,000 shares and 16,843,000 shares of Common Stock outstanding, respectively.

In November 2019, the Company's Board of Directors authorized a program for the purchase of up to $25 million of outstanding Common Stock effective January 1, 2020 (the "2020 Stock Purchase Plan"). The program does not require the Company to purchase any specific number of shares and may be suspended or discontinued at any time. Purchases under the 2020 Stock Purchase Plan will be made from time to time in the open market or in privately negotiated transactions in accordance with the requirements of applicable law. The timing and amount of any purchases will depend on share price, market conditions and other factors. Among the measures taken to manage the Company's cash flow and preserve its liquidity, purchases under the 2020 Stock Purchase Plan were curtailed in March 2020 and remain suspended. The Company also had $25 million repurchase programs in place during the preceding two years that expired in December 2019 (the “2019 Stock Purchase Plan”) and December 2018 (the “2018 Stock Purchase Plan”), respectively.

The following table shows shares purchased and value ($ in millions) under the respective stock purchase plans:
 
 
Six Months Ended June 30,
 
 
2020
 
2019
 
 
Shares
 
Amount
 
Shares
 
Amount
2020 Stock Purchase Plan
 
59,577

 
$
3.6

 

 
$

2019 Stock Purchase Plan
 

 

 
31,268

 
1.9


 
For the six months ended June 30, 2020 and 2019, the Company acquired 3,612 and 1,851 shares of Common Stock, at a cost of $0.2 million and $0.1 million, respectively, for shares surrendered by employees to pay taxes due on vested restricted stock awards.


Note 9.  Contingencies and Legal Matters
Litigation
The Company is involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such claim which is pending or threatened, either individually or on a combined basis, will not have a material effect on the consolidated financial condition, results of operations or cash flows of the Company.

Income Taxes
The Company periodically undergoes examination by the IRS, as well as various state and foreign jurisdictions. These tax authorities routinely challenge certain deductions and credits reported by the Company on its income tax returns. No significant tax audit findings are being contested at this time with either the IRS or any state or foreign tax authority.

Employees and Labor Relations
The Company’s U.S. union employees are represented by the USW. Approximately 50 percent of salaried employees and 80 percent of hourly employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft Bergbau, Chemie and Energie (the "IG BCE"). In the Netherlands, most of our employees are eligible to be represented by the CNV and the FNV. As of June 30, 2020, the Company had 384 U.S. employees covered under collective bargaining agreements that have or will expire in the next 12 months.


F-16


The following table shows the expiration dates of the Company’s various bargaining agreements and the number of employees covered under each of these agreements:
Contract Expiration Date
Location
Union
Number of
Employees

April 2020
Eerbeek, Netherlands
CNV, FNV
(a) (b)

August 2020
Neenah Germany
IG BCE
(a)

January 2021
Whiting, WI
USW
201

June 2021
Neenah, WI
USW
183

July 2021
Munising, MI
USW
180

November 2021
Lowville, NY
USW
94

May 2022
Appleton, WI
USW
84


(a)
Under German and Dutch laws, union membership is voluntary and does not need to be disclosed to the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE, and the CNV and FNV cannot be determined.
(b)
The Company is currently in negotiations with the CNV and the FNV. Until a new contract is signed, the terms of the previous contract still apply.

The Company’s United Kingdom salaried and hourly employees are eligible to participate in Unite the Union ("UNITE") on an individual basis, but not under a collective bargaining agreement.


Note 10.  Asset Restructuring and Impairment Costs 
During the three months ended June 30, 2020, due to the adverse impacts of COVID-19, the Company recorded non-cash asset restructuring and impairment costs of $55.3 million, of which $52.3 million related to a non-cash impairment loss for long-lived assets used primarily in the Technical Products segment. The other charge of $3.0 million arose from accelerated depreciation due to the idling of assets and related employee termination benefits for a workforce reduction in the Fine Paper and Packaging segment.

The pandemic triggered the evaluation of the carrying values of long-lived assets in the Technical Products segment, with the largest impact resulting from changes in the duration of the ramp-up of net sales of the Company's U.S. transportation filtration asset. As a result of the change in forecast of net sales and profitability, the Company determined that indicators of impairment in the carrying value of the property, plant and equipment were present at June 30, 2020. Accordingly, based on the applicable accounting guidance, the Company tested the recoverability of those long-lived assets using undiscounted estimates of the future cash flows from the use of those assets. The recoverability tests indicated that the long-lived assets were impaired at June 30, 2020. As a result, the Company determined the fair value of the long-lived assets principally on a probability-weighting of the discounted cash flows expected under multiple operating scenarios, based in part on the Company's current and future evaluation of economic conditions, as well as current and future plans. The Company used a credit-adjusted risk-free rate of 9.5% based on the expected rate of return from the highest and best use of similar assets by a market participant. An impairment charge of $51.0 million was recorded in the Technical Products segment to reduce the carrying value of the assets to their indicated fair values. These fair value calculations are highly subjective and require management to make assumptions and apply judgments to estimates regarding the timing and amount of future cash flows, probabilities related to various cash flow scenarios, and appropriate discount rates based on the perceived risks, among others. While the Company believes its assumptions and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates do not occur or if events change requiring the Company to significantly revise its estimates. Long-lived assets are measured at fair value on a nonrecurring basis using Level 3 inputs.

The Company also tested its indefinite-lived intangible assets (brand names) for impairment using the applicable accounting guidance and as a result recorded an impairment loss of $0.9 million and $0.4 million in the Fine Paper and Packaging and Technical Products segments, respectively. The Company updated the qualitative review of goodwill and other indefinite-lived intangibles, noting that there were no impairment indicators triggered as of June 30, 2020.

During the three months ended June 30, 2020, the adverse impacts of COVID-19 led to additional actions taken to consolidate the Company's operational footprint with the idling of a fine paper machine and other smaller assets and reallocating their volume, optimizing and eliminating certain product brands and SKUs and restructuring parts of its workforce. During the three months ended June 30, 2020, the Company recorded accelerated depreciation of $2.6 million related to the idling of the manufacturing assets and $0.4 million of employee termination benefit costs.

F-17



For the three and six months ended June 30, 2019, the Company recorded $2.0 million of accelerated depreciation and spare parts inventory reserves related to an idled paper machine in the Fine Paper and Packaging segment.

A summary of the asset restructuring and impairment costs incurred during the three and six months ended June 30, 2020 and 2019, is as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Impairment losses
 
$
52.3

 
$

 
$
52.3

 
$

Restructuring charges from idled assets
 
2.6

 
2.0

 
2.6

 
2.0

Severance costs
 
0.4

 

 
0.4

 

Total
 
$
55.3

 
$
2.0

 
$
55.3

 
$
2.0





Note 11.  Business Segment Information
The Company’s reportable operating segments consist of Technical Products and Fine Paper and Packaging.

The Technical Products segment is an aggregation of the Company’s performance materials and filtration businesses which are similar in terms of economic characteristics, nature of products, processes, customer class and product distribution methods. The segment is an international producer of fiber-formed, coated and/or saturated specialized media that deliver high performance benefits to customers. Included in this segment are tape and abrasives backings products, digital image transfer, durable label and other specialty substrate products ("Performance Materials"), and filtration media for transportation, water and other end use applications ("Filtration"). During the three months ended March 31, 2020, the Company aggregated the backings and specialties revenues into Performance Materials and recast the prior year period disclosure based on the economic similarity of the products per ASC Topic 280, Segment Reporting, and changes in the internal management of these products. The following table presents sales by product category for the technical products business:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Performance Materials
 
57
%
 
58
%
 
58
%
 
58
%
Filtration
 
43
%
 
42
%
 
42
%
 
42
%
Total
 
100
%
 
100
%
 
100
%
 
100
%


The Fine Paper and Packaging segment is a leading supplier of premium printing and other high-end specialty papers ("Graphic Imaging"), and premium packaging ("Packaging"), primarily in North America. The following table presents sales by product category for the fine paper and packaging business:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Graphic Imaging
 
69
%
 
78
%
 
74
%
 
79
%
Packaging
 
31
%
 
22
%
 
26
%
 
21
%
Total
 
100
%
 
100
%
 
100
%
 
100
%


Each segment employs different technologies and marketing strategies. Disclosure of segment information is on the same basis that management uses internally for evaluating segment performance and allocating resources. Transactions between segments are eliminated in consolidation. The costs of shared services, and other administrative functions managed on a common basis, are allocated to the segments based on usage, where possible, or other factors based on the nature of the activity. General corporate expenses that do not directly support the operations of the business segments are shown as Unallocated corporate costs.
 

F-18


The following tables summarize the net sales and operating income (loss) for each of the Company’s business segments: 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
Net sales
 
 

 
 

 
 
 
 
Technical Products
 
$
106.1

 
$
146.4

 
$
248.3

 
$
286.4

Fine Paper and Packaging
 
55.3

 
107.0

 
146.7

 
206.7

Consolidated
 
$
161.4

 
$
253.4

 
$
395.0

 
$
493.1


 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020 (a)
 
2019 (c)
 
2020 (b)
 
2019 (c)
Operating income (loss)
 
 

 
 

 
 
 
 
Technical Products
 
$
(47.3
)
 
$
12.5

 
$
(31.1
)
 
$
23.8

Fine Paper and Packaging
 
(4.1
)
 
12.9

 
10.7

 
24.8

Unallocated corporate costs
 
(7.1
)
 
(5.6
)
 
(14.5
)
 
(11.4
)
Consolidated
 
$
(58.5
)
 
$
19.8

 
$
(34.9
)
 
$
37.2


(a)
Operating income (loss) for the three months ended June 30, 2020 included (1) $55.3 million of asset restructuring and impairment costs ($51.6 million within Technical Products and $3.7 million within Fine Paper and Packaging) related to the impairment of certain long-lived assets, as well as the idling of a paper machine and other smaller assets and related severance costs; (2) $1.9 million of loss on debt extinguishment ($0.1 million within Technical Products and $1.8 million within Unallocated corporate costs) related to the redemption of the 2021 Senior Notes and resizing of the Global Revolving Credit Facility; (3) $0.4 million of incremental and direct costs of responding to COVID-19 ($0.1 million within Technical Products, $0.1 million within Fine Paper and Packaging and $0.2 million within Unallocated corporate costs); (4) $1.3 million of other restructuring and non-routine costs ($0.2 million within Technical Products, $0.8 million within Fine Paper and Packaging, and $0.3 million within Unallocated corporate costs); and (5) $0.1 million of due diligence and transaction costs of a terminated acquisition attempt within Unallocated corporate costs. Refer to Note 10, "Asset Restructuring and Impairment Costs", Note 5, "Debt", and Note 1, "Background and Basis of Presentation" for further discussion.
(b)
Operating income for the six months ended June 30, 2020 included (1) $55.3 million of asset restructuring and impairment costs ($51.6 million within Technical Products and $3.7 million within Fine Paper and Packaging) related to the impairment of certain long-lived assets, as well as the idling of a paper machine and other smaller assets and related severance costs; (2) $1.9 million of loss on debt extinguishment ($0.1 million within Technical Products and $1.8 million within Unallocated corporate costs) related to the redemption of the 2021 Senior Notes and resizing of the Global Revolving Credit Facility; (3) $1.5 million of incremental and direct costs of responding to COVID-19 ($0.7 million within Technical Products and $0.6 million within Fine Paper and Packaging and $0.2 million within Unallocated corporate costs); (4) $2.7 million of other restructuring and non-routine costs ($0.4 million within Technical Products, $1.7 million within Fine Paper and Packaging, and $0.6 million within Unallocated corporate costs); and (5) $1.1 million of due diligence and transaction costs of a terminated acquisition attempt within Unallocated corporate costs. Refer to Note 10, "Asset Restructuring and Impairment Costs", Note 5, "Debt", and Note 1, "Background and Basis of Presentation" for further discussion.
(c)
Operating income (loss) for the three and six months ended June 30, 2019 included (1) $3.0 million of non-routine costs within Fine Paper and Packaging, including $2.0 million of accelerated depreciation and spare parts inventory reserves related to an idled paper machine, a $0.6 million accrual for a 2012-15 indirect tax audit and a $0.4 million inventory reserve related to termination of a royalty arrangement; (2) a $0.4 million expense within Technical Products, primarily related to a 2016 electricity grid charge; and (3) $0.1 million of restructuring expenses within unallocated corporate costs.


F-19


The following tables represent a disaggregation of revenue from contracts with customers by location of the selling entities for the three and six months ended June 30, 2020 and 2019:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2020
 
2019
 
2020
 
2019
United States
 
70
%
 
73
%
 
70
%
 
72
%
Germany
 
24
%
 
20
%
 
23
%
 
21
%
Rest of Europe
 
6
%
 
7
%
 
7
%
 
7
%
Total
 
100
%
 
100
%
 
100
%
 
100
%





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis presents the factors that had a material effect on our financial position as of June 30, 2020 and our results of operations for the three and six months ended June 30, 2020 and 2019. You should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included in our most recent Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. See "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements.

Executive Summary
In the second quarter of 2020, we were faced with significant adverse impacts of the outbreak of COVID-19 as a result of a steep drop in global economic activity which resulted in significantly reduced demand for our products and our customers’ products. The pandemic had a material negative impact on our business operations and financial results, including net sales and earnings. In response, management has taken a number of actions to preserve the safety of our employees, carefully control and reduce spending, and preserve liquidity by actively managing working capital and capital expenditures. In addition, we consolidated our footprint with the idling of a fine paper machine and other smaller assets, optimized certain product brands and SKUs, and restructured parts of its workforce. These actions, along with expected impacts from COVID-19 that triggered the recoverability test of long-lived assets, led to non-cash asset restructuring and impairment costs of $55.3 million in the quarter.

For the three months ended June 30, 2020, consolidated net sales of $161.4 million decreased $92.0 million (36%) from the prior year period. The decline in revenues resulted primarily from lower volumes caused by major adverse impacts of COVID-19. Net sales declined 28% in Technical Products and 48% in Fine Paper and Packaging, with a more pronounced decline in the Fine Paper and Packaging segment due to its shorter supply chain and reductions in end use demand for commercial print papers used primarily in advertising and marketing campaigns. Impacts from lower net selling prices and unfavorable currency translation effects were minimal in the quarter.

Consolidated operating income decreased $78.3 million from the prior year period to a loss of $58.5 million for the three months ended June 30, 2020. The primary reason for the decline was $59.0 million of mostly non-cash costs for impairments and write-offs as noted earlier and presented in the GAAP reconciliation table. Excluding adjusting items in both years, operating income of $0.5 million decreased $22.8 million from $23.3 million in the prior year. The decline in operating income was due to lower sales volumes and related fixed manufacturing cost inefficiencies in both segments that were partly offset by spending reductions in manufacturing and SG&A, as well as benefits from lower input prices net of selling price changes.

Cash provided by operating activities of $43.6 million for the six months ended June 30, 2020 was $2.6 million higher than cash generated of $41.0 million in the prior year period. Actions to improve working capital by managing inventory and to reduce other discretionary spending more than offset the impact from lower earnings. Cash used for investing activities of $8.3 million was $1.3 million lower than the prior year period due to reduced capital spending.

We successfully closed a new $200 million Term Loan B Facility on June 30, 2020 with an initial variable interest rate of approximately 5%. Subsequent to quarter-end, proceeds under the Facility were used to redeem in full the 2021 Senior Notes, repay borrowings under our senior secured revolving credit facility, pay fees and expenses of the transaction and for general corporate purposes.

F-20



Impact of COVID-19 on Our Business
Both of our business segments have continued to operate during the pandemic as vital suppliers of goods and services and we continue to take steps to ensure the safety of our employees, including frequent cleaning and disinfection of workspaces, property and equipment, instituting social distancing measures and mandating remote working environments for certain employees. Disruptions to our supply chain and workforce have been minor and limited.

Additionally, we have taken numerous actions to improve our cash flow and preserve liquidity. These actions include the following:
reducing discretionary spending;
minimizing capital expenditures and discretionary contributions to pension plans;
suspending purchases under our 2020 Stock Purchase Plan;
utilizing government initiatives and subsidies such as deferring payroll taxes under the CARES Act, government subsidies in Europe and the U.K., and net operating loss carrybacks;
consolidating our manufacturing footprint; and
reducing payroll costs through a wage increase and hiring freeze, furloughs for all U.S. employees, and reductions in our salaried and hourly headcount.