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 continues to assess 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 assessment of these estimates and due to the adverse impacts of COVID-19, during the three months ended June 30, 2020, the Company recorded a non-cash impairment loss of $52.3 million to write-down certain long-lived assets, and $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. During the three months ended September 30, 2020, the Company qualitatively reviewed its fixed assets and intangibles including goodwill and indefinite-lived intangibles and noted no impairment indicators triggered.
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 $2.1 million for the nine months ended September 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.
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 September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Income (loss) from continuing operations
|
|
$
|
7.9
|
|
|
$
|
14.4
|
|
|
$
|
(25.8)
|
|
|
$
|
39.8
|
|
Amounts attributable to participating securities
|
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.2)
|
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
7.8
|
|
|
$
|
14.3
|
|
|
$
|
(26.0)
|
|
|
$
|
39.6
|
|
|
|
|
|
|
|
|
|
|
Weighted-average basic shares outstanding
|
|
16,802
|
|
|
16,837
|
|
|
16,810
|
|
|
16,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share
|
|
$
|
0.46
|
|
|
$
|
0.85
|
|
|
$
|
(1.55)
|
|
|
$
|
2.35
|
|
Earnings (Loss) Per Diluted Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Income (loss) from continuing operations
|
|
$
|
7.9
|
|
|
$
|
14.4
|
|
|
$
|
(25.8)
|
|
|
$
|
39.8
|
|
Amounts attributable to participating securities
|
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.2)
|
|
|
(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) available to common stockholders
|
|
$
|
7.8
|
|
|
$
|
14.3
|
|
|
$
|
(26.0)
|
|
|
$
|
39.6
|
|
|
|
|
|
|
|
|
|
|
Weighted-average basic shares outstanding
|
|
16,802
|
|
|
16,837
|
|
|
16,810
|
|
|
16,850
|
|
Add: Assumed incremental shares under stock compensation plans (a)
|
|
19
|
|
|
68
|
|
|
—
|
|
|
60
|
|
Weighted-average diluted shares
|
|
16,821
|
|
|
16,905
|
|
|
16,810
|
|
|
16,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share
|
|
$
|
0.46
|
|
|
$
|
0.84
|
|
|
$
|
(1.55)
|
|
|
$
|
2.33
|
|
(a) For the three months ended September 30, 2020 and 2019, there were 330,789 and 231,471 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 nine months ended September 30, 2020 and 2019, there were 337,180 and 231,199 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 nine months ended September 30, 2020, incremental shares of 25,626, 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).
As of September 30, 2020, the carrying values of the Company’s debt approximated fair value.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 September 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 September 30, 2020, Neenah Germany had investments of $2.3 million that were restricted to the payment of certain post-retirement employee benefits of which $0.7 million and $1.6 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 approximated 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. 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. Credit terms of up to 90 days 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 nine months ended September 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 $1.7 million and $1.5 million as of September 30, 2020 and December 31, 2019. The Company recorded a $1.0 million provision for uncollectible accounts receivable from the impacts of COVID-19 for the three months ended March 31, 2020. For the three months ended September 30, 2020, the provision for uncollectible accounts receivable was reduced by $0.3 million as a result of improved collections.
Leases
The Company has operating leases for corporate offices, warehouses, converting operations, 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 September 30, 2020, the Company did not have any material financing 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 September 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 upon adoption.
Note 3. Supplemental Balance Sheet Data
The following table presents inventories by major class:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Raw materials
|
|
$
|
30.5
|
|
|
$
|
32.8
|
|
Work in progress
|
|
21.4
|
|
|
26.4
|
|
Finished goods
|
|
58.1
|
|
|
67.3
|
|
Supplies and other
|
|
6.1
|
|
|
5.2
|
|
|
|
116.1
|
|
|
131.7
|
|
Adjust FIFO inventories to LIFO cost
|
|
(8.3)
|
|
|
(8.9)
|
|
Total
|
|
$
|
107.8
|
|
|
$
|
122.8
|
|
The FIFO values of inventories valued on the LIFO method were $92.1 million and $102.2 million as of September 30, 2020 and December 31, 2019, respectively. For the three and nine months ended September 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 nine months ended September 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
|
|
7.5
|
|
|
—
|
|
|
7.5
|
|
Amounts reclassified from AOCI
|
|
—
|
|
|
4.7
|
|
|
4.7
|
|
Income from other comprehensive income items
|
|
7.5
|
|
|
4.7
|
|
|
12.2
|
|
Provision for income taxes
|
|
0.2
|
|
|
1.2
|
|
|
1.4
|
|
Other comprehensive income
|
|
7.3
|
|
|
3.5
|
|
|
10.8
|
|
AOCI — September 30, 2020
|
|
$
|
(11.7)
|
|
|
$
|
(90.8)
|
|
|
$
|
(102.5)
|
|
For the nine months ended September 30, 2020 and 2019, the Company reclassified $4.7 million and $4.4 million of costs, respectively, from AOCI to "Other expense - net" on the Condensed Consolidated Statements of Operations. For the nine months ended September 30, 2020 and 2019, the Company recognized an income tax benefit of $1.2 million and $1.1 million, respectively, 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 23% and 11% of pre-tax book income (loss) for the three months ended September 30, 2020 and 2019, respectively, and (15)% and 16% of pre-tax book income (loss) for the nine months ended September 30, 2020 and 2019, respectively. The effective income tax (benefit) rate for the nine months ended September 30, 2020 was 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") recorded during the three months ended June 30, 2020. Also, 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 September 30,
|
|
Nine Months Ended September 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
|
|
(1)
|
%
|
|
1
|
%
|
|
(7)
|
%
|
|
1
|
%
|
Foreign tax rate differences and financing structure
|
|
10
|
%
|
|
—
|
%
|
|
3
|
%
|
|
1
|
%
|
U.S. taxes on foreign earnings
|
|
3
|
%
|
|
1
|
%
|
|
2
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
Research and development and other tax credits
|
|
(10)
|
%
|
|
(5)
|
%
|
|
(7)
|
%
|
|
(6)
|
%
|
Excess tax benefits from stock compensation
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Uncertain income tax positions
|
|
(8)
|
%
|
|
(7)
|
%
|
|
(2)
|
%
|
|
(3)
|
%
|
Valuation allowances
|
|
1
|
%
|
|
—
|
%
|
|
14
|
%
|
|
—
|
%
|
Other differences - net
|
|
7
|
%
|
|
—
|
%
|
|
2
|
%
|
|
1
|
%
|
Effective income tax (benefit) rate
|
|
23
|
%
|
|
11
|
%
|
|
(15)
|
%
|
|
16
|
%
|
Note 5. Debt
Long-term debt consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Term Loan B (variable rates) due June 2027
|
|
$
|
199.5
|
|
|
$
|
—
|
|
2021 Senior Notes (5.25% fixed rate) redeemed July 2020
|
|
—
|
|
|
175.0
|
|
Global Revolving Credit Facility (variable rates) due December 2023
|
|
—
|
|
|
21.6
|
|
German loan agreement (2.45% fixed rate) due in quarterly installments ending September 2022
|
|
2.6
|
|
|
3.5
|
|
German loan agreement (1.45% fixed rate) due in quarterly installments ending September 2022
|
|
2.8
|
|
|
3.7
|
|
Debt discounts and deferred financing costs
|
|
(9.4)
|
|
|
(3.0)
|
|
Total debt
|
|
195.5
|
|
|
200.8
|
|
Less: Debt payable within one year
|
|
4.8
|
|
|
2.6
|
|
Long-term debt
|
|
$
|
190.7
|
|
|
$
|
198.2
|
|
2021 Senior Notes
On June 30, 2020, the Company initiated the calling of the 2021 senior unsecured notes (the "2021 Senior Notes") for redemption in full 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. The redemption of the 2021 Senior Notes was completed on July 16, 2020.
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, as selected by the Company, 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%. As of September 30, 2020, the weighted-average interest rate on outstanding Term Loan borrowings was 5.0% per annum. 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.
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 September 30, 2020, the Company had no borrowings and $0.5 million in letters of credit outstanding under the Global Revolving Credit Facility and $140.9 million of available credit (based on exchange rates at September 30, 2020). 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 September 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 September 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 the second quarter 2020 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 nine months ended September 30, 2020, the Company made net long-term debt repayments of $3.1 million which related to the $196.0 million draw down on the Term Loan B (net of original issue discount of $4 million) offset by net repayments of $175 million on the Senior 2021 Notes, $21.6 million on the Global Revolving Credit Facility related to daily cash management activities, and $2.5 million of scheduled debt repayments. For the nine months ended September 30, 2019, the Company made scheduled debt repayments of $1.6 million and net long-term debt repayments of $31.7 million related to daily cash management activities.
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 September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Service cost
|
|
$
|
1.1
|
|
|
$
|
1.2
|
|
|
$
|
0.2
|
|
|
$
|
0.3
|
|
Interest cost
|
|
3.5
|
|
|
4.0
|
|
|
0.3
|
|
|
0.3
|
|
Expected return on plan assets (a)
|
|
(5.1)
|
|
|
(5.4)
|
|
|
—
|
|
|
—
|
|
Recognized net actuarial loss
|
|
1.4
|
|
|
1.1
|
|
|
0.1
|
|
|
0.1
|
|
Amortization of prior service benefit
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Amount of settlement loss recognized (b)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
Other than Pensions
|
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Service cost
|
|
$
|
3.5
|
|
|
$
|
3.8
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
Interest cost
|
|
10.5
|
|
|
12.2
|
|
|
0.7
|
|
|
1.1
|
|
Expected return on plan assets (a)
|
|
(15.5)
|
|
|
(15.7)
|
|
|
—
|
|
|
—
|
|
Recognized net actuarial loss
|
|
4.0
|
|
|
3.7
|
|
|
0.4
|
|
|
0.5
|
|
Amortization of prior service benefit
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
Amount of settlement loss recognized (b)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
Net periodic benefit cost
|
|
$
|
2.8
|
|
|
$
|
4.3
|
|
|
$
|
1.9
|
|
|
$
|
2.5
|
|
(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.
(b) For the nine months ended September 30, 2019, the Company recognized a settlement loss of $0.1 million related to the SERP.
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 nine months ended September 30, 2020, the Company made $5.3 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 $13.0 million of such payments in calendar 2020. The Company made similar payments of $9.7 million and $13.1 million for the nine months ended September 30, 2019 and for the year ended December 31, 2019, respectively.
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 September 30, 2020.
Note 7. Stock Compensation Plan
Stock Options and Stock Appreciation Rights ("Options")
There were no Options awarded during the nine months ended September 30, 2020.
The following table presents information regarding Options that vested during the nine months ended September 30, 2020:
|
|
|
|
|
|
Options vested
|
73,828
|
|
Aggregate grant date fair value of Options vested (in millions)
|
$
|
1.1
|
|
The following table presents information regarding outstanding Options:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020
|
|
December 31, 2019
|
Options outstanding
|
|
386,053
|
|
|
416,548
|
|
Aggregate intrinsic value (in millions)
|
|
$
|
0.3
|
|
|
$
|
3.9
|
|
Per share weighted average exercise price
|
|
$
|
70.68
|
|
|
$
|
70.08
|
|
Exercisable Options
|
|
368,775
|
|
|
318,029
|
|
Aggregate intrinsic value (in millions)
|
|
$
|
0.3
|
|
|
$
|
3.9
|
|
Unvested Options
|
|
17,278
|
|
|
98,519
|
|
Per share weighted average grant date fair value
|
|
$
|
14.61
|
|
|
$
|
14.41
|
|
Performance Share Units ("PSUs") and Restricted Share Units ("RSUs")
For the nine months ended September 30, 2020, the Company granted target awards of 44,206 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 $63.07 per share.
For the nine months ended September 30, 2020, the Company awarded 79,977 RSUs to certain employees. The weighted average grant date fair value of such awards was $62.04 per share and 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 nine months ended September 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.
Note 8. Stockholders' Equity
Common Stock
As of September 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
2020 Stock Purchase Plan
|
|
59,577
|
|
|
$
|
3.6
|
|
|
—
|
|
|
$
|
—
|
|
2019 Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
79,676
|
|
|
4.9
|
|
For the nine months ended September 30, 2020 and 2019, the Company acquired 3,801 and 2,432 shares of Common Stock, respectively, at a cost of $0.2 million each 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 Christelijke Nationale Vakbond ("CNV") and the Federatie Nederlandse Vakvereniging ("FNV"). As of September 30, 2020, the Company had no U.S. employees covered under collective bargaining agreements that will expire in the next 12 months.
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)
|
November 2021
|
Lowville, NY
|
USW
|
85
|
|
January 2022
|
Whiting, WI
|
USW
|
198
|
|
May 2022
|
Appleton, WI
|
USW
|
83
|
|
June 2022
|
Neenah, WI
|
USW
|
173
|
|
July 2022
|
Munising, MI
|
USW
|
172
|
|
September 2022
|
Neenah Germany
|
IG BCE
|
(a)
|
(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. The Company is currently in negotiations with the CNV and FNV. Until new contracts are signed, the terms of the previous contracts 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.
For the three and nine months ended September 30, 2019, the Company recorded $2.4 million and $4.4 million, respectively, of accelerated depreciation and spare parts inventory reserves related to an idled paper machine in the Fine Paper and Packaging segment.
During the three months ended September 30, 2020, the Company qualitatively reviewed its fixed assets and intangible assets, including goodwill and indefinite-lived intangibles, and noted no impairment indicators had been triggered.
A summary of the asset restructuring and impairment costs incurred during the three and nine months ended September 30, 2020 and 2019, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Impairment losses
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52.3
|
|
|
$
|
—
|
|
Restructuring charges from idled assets
|
|
—
|
|
|
2.4
|
|
|
2.6
|
|
|
4.4
|
|
Severance costs
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
Total
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
55.3
|
|
|
$
|
4.4
|
|
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 September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Performance Materials
|
|
50
|
%
|
|
57
|
%
|
|
55
|
%
|
|
58
|
%
|
Filtration
|
|
50
|
%
|
|
43
|
%
|
|
45
|
%
|
|
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 September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Graphic Imaging
|
|
75
|
%
|
|
80
|
%
|
|
74
|
%
|
|
79
|
%
|
Packaging
|
|
25
|
%
|
|
20
|
%
|
|
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.
The following tables summarize the net sales and operating income (loss) for each of the Company’s business segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net sales
|
|
|
|
|
|
|
|
|
Technical Products
|
|
$
|
123.5
|
|
|
$
|
131.7
|
|
|
$
|
371.8
|
|
|
$
|
418.1
|
|
Fine Paper and Packaging
|
|
67.2
|
|
|
100.1
|
|
|
213.9
|
|
|
306.8
|
|
Consolidated
|
|
$
|
190.7
|
|
|
$
|
231.8
|
|
|
$
|
585.7
|
|
|
$
|
724.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020 (a)
|
|
2019 (c)
|
|
2020 (b)
|
|
2019 (d)
|
Operating income (loss)
|
|
|
|
|
|
|
|
|
Technical Products
|
|
$
|
12.3
|
|
|
$
|
9.5
|
|
|
$
|
(18.8)
|
|
|
$
|
33.3
|
|
Fine Paper and Packaging
|
|
6.0
|
|
|
13.2
|
|
|
16.7
|
|
|
38.0
|
|
Unallocated corporate costs
|
|
(4.4)
|
|
|
(3.7)
|
|
|
(18.9)
|
|
|
(15.1)
|
|
Consolidated
|
|
$
|
13.9
|
|
|
$
|
19.0
|
|
|
$
|
(21.0)
|
|
|
$
|
56.2
|
|
(a) Operating income (loss) for the three months ended September 30, 2020 included (1) $0.6 million of incremental and direct costs of responding to COVID-19 ($0.2 million within Technical Products and $0.4 million within Fine Paper and Packaging ); and (2) $1.4 million of other restructuring and non-routine costs ($0.1 million within Technical Products, $0.3 million within Fine Paper and Packaging, and $1.0 million within Unallocated corporate costs). Refer to Note 1, "Background and Basis of Presentation" for further discussion.
(b) Operating income for the nine months ended September 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) $2.1 million of incremental and direct costs of responding to COVID-19 ($0.9 million within Technical Products and $1.0 million within Fine Paper and Packaging and $0.2 million within Unallocated corporate costs); (4) $4.1 million of other restructuring and non-routine costs ($0.5 million within Technical Products, $2.0 million within Fine Paper and Packaging, and $1.6 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 months ended September 30, 2019 included $2.4 million of accelerated depreciation and spare parts inventory reserves related to an idled paper machine within Fine Paper and Packaging, and a $0.1 million of SERP settlement loss within Unallocated corporate costs.
(d) Operating income (loss) for the nine months ended September 30, 2019 included $4.4 million of accelerated depreciation and spare parts inventory reserves related to an idled paper machine within Fine Paper and Packaging, $1.5 million of integration and restructuring costs, and a $0.1 million of SERP settlement loss within Unallocated corporate costs.
The following tables represent a disaggregation of revenue from contracts with customers by location of the selling entities for the three and nine months ended September 30, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
United States
|
|
65
|
%
|
|
72
|
%
|
|
68
|
%
|
|
72
|
%
|
Germany
|
|
29
|
%
|
|
21
|
%
|
|
25
|
%
|
|
21
|
%
|
Rest of Europe
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|