UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020

☐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: 1-7665

LYDALL INC /DE/

(Exact name of registrant as specified in its charter)

Delaware

06-0865505

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

One Colonial Road

Manchester

Connecticut

06042

(Address of principal executive offices)

(zip code)

(860) 646-1233

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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, $0.01 par value	LDL	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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐ 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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Total Shares outstanding ~~July~~October 15, 2020			~~17,760,777~~17,733,429

LYDALL, INC.

INDEX

Page
Number

Cautionary Note Concerning Forward – Looking Statements

Part I.

Financial Information

Item 1.

Financial Statements

Condensed Consolidated Statements of Operations (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

~~Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)~~

Notes to Condensed Consolidated Financial Statements (Unaudited)

119

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

3233

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

4648

Item 4.

Controls and Procedures

4648

Part II.

Other Information

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

Signature

Lydall, Inc. and its subsidiaries are hereafter collectively referred to as “Lydall,” the “Company” or the “Registrant.” Lydall and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or trade names of Lydall, Inc. and its subsidiaries.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of the Company based on current assumptions relating to the Company’s business, the economy and future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs” and other words of similar meaning in connection with the discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Forward-looking statements in this Quarterly Report on Form 10-Q include, among others, statements relating to:

•The impact of the coronavirus pandemic ("COVID-19") on the Company's businesses;

•Overall economic and business conditions and the effects on the Company’s markets;

•Ability to meet financial covenants in the Company's credit agreement;

•Outlook for the ~~third~~fourth quarter and full year 2020;

•Ability to improve operational effectiveness;

•Expected vehicle production in the North American, European or Asian markets;

•Growth opportunities in markets served by the Company;

•Expected costs and future savings associated with restructuring, reduction-in-force, or other cost savings programs;

•Expected gross margin, operating margin and working capital improvements from cost control and other improvement programs;

•Future impact of raw material commodity costs;

•Product development and new business opportunities;

•Future strategic transactions, including but not limited to: acquisitions, joint ventures, alliances, licensing agreements and divestitures;

•Pension plan funding;

•Future cash flow and uses of cash;

•Future amounts of stock-based compensation expense;

•Future earnings and other measurements of financial performance;

•Ability to meet cash operating requirements;

•Future levels of indebtedness and capital spending;

•Future impact of the variability of interest rates and foreign currency exchange rates and impacts of hedging instruments;

•Expected future impact of recently issued accounting pronouncements upon adoption;

•Future effective income tax rates and realization of deferred tax assets;

•Estimates of fair values of reporting units and long-lived assets used in assessing goodwill and long-lived assets for possible impairment; and

•The expected outcomes of legal proceedings and other contingencies, including environmental matters.

All forward-looking statements are inherently subject to a number of risks and uncertainties that could cause the actual results of the Company to differ materially from those reflected in forward-looking statements made in this Quarterly Report on Form 10-Q, as well as in press releases and other statements made from time to time by the Company’s authorized officers. Such risks and uncertainties include, among others, the duration, severity, and impact of COVID-19 or other new pandemics and the measures taken in response thereto, in particular the impact the virus has on the Company's operations and ability to meet customer demands; worldwide economic cycles and political changes and uncertainties that affect the markets which the Company’s businesses serve, which could have an effect on demand for the Company’s products and impact the Company’s profitability; challenges encountered by the Company in the execution of restructuring programs; disruptions in the global credit and financial markets, including diminished liquidity and credit availability; changes in international trade agreements and policies, including tariff regulation and trade restrictions; swings in consumer confidence and spending; unstable economic growth; volatility in foreign currency exchange rates; raw material pricing and supply issues; fluctuations in unemployment rates; retention of key employees; increases in fuel prices; and outcomes of legal proceedings, claims and investigations, as well as other risks and uncertainties identified in Part II, Item 1A - Risk Factors of this Quarterly Report on Form 10-Q, and Part I, Item 1A - Risk Factors of the Company's Annual Report on Form 10-K for the year ended December 31, 2019. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LYDALL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019
		(Unaudited)						(Unaudited)							(Unaudited)				(Unaudited)
Net sales	Net sales	$	146,160	$	220,811	$	346,687	$	438,836	Net sales	$	207,085	$	205,274	$	553,772	$	644,110
Cost of sales	Cost of sales	117,742		175,536		279,701		351,505		Cost of sales	169,155		168,918		448,856		520,423
Gross profit	Gross profit	28,418		45,275		66,986		87,331		Gross profit	37,930		36,356		104,916		123,687
Selling, product development and administrative expenses	Selling, product development and administrative expenses	30,164		32,096		63,191		65,102		Selling, product development and administrative expenses	32,227		28,909		95,418		94,011
Impairment of goodwill and other long-lived assets	Impairment of goodwill and other long-lived assets	—		—		61,109		—		Impairment of goodwill and other long-lived assets	0		0		61,109		0
Restructuring expenses										Restructuring expenses	14,984		0		14,984		0
Operating (loss) income	Operating (loss) income	(1,746)		13,179		(57,314)		22,229		Operating (loss) income	(9,281)		7,447		(66,595)		29,676

Employee benefit plans settlement expenses	Employee benefit plans settlement expenses	—		25,515		385		25,515		Employee benefit plans settlement expenses	0		186		385		25,701
Interest expense	Interest expense	4,476		3,731		7,333		7,359		Interest expense	4,537		3,666		11,870		11,025
Other expense (income), net	Other expense (income), net	248		(873)		(170)		(474)		Other expense (income), net	276		(885)		106		(1,359)
Loss before income taxes		(6,470)		(15,194)		(64,862)		(10,171)
Income tax benefit		(595)		(8,199)		(2,610)		(7,093)
(Income) loss from equity method investment		(18)		(49)		26		(22)
Net loss		$	(5,857)	$	(6,946)	$	(62,278)	$	(3,056)
Loss per share:
(Loss) income before income taxes										(Loss) income before income taxes	(14,094)		4,480		(78,956)		(5,691)
Income tax (benefit) expense										Income tax (benefit) expense	(2,334)		1,574		(4,944)		(5,519)
Income from equity method investment										Income from equity method investment	(50)		(98)		(24)		(120)
Net (loss) income										Net (loss) income	$	(11,710)	$	3,004	$	(73,988)	$	(52)
(Loss) earnings per share:										(Loss) earnings per share:
Basic	Basic	$	(0.34)	$	(0.40)	$	(3.59)	$	(0.18)	Basic	$	(0.67)	$	0.17	$	(4.26)	$	0.00
Diluted	Diluted	$	(0.34)	$	(0.40)	$	(3.59)	$	(0.18)	Diluted	$	(0.67)	$	0.17	$	(4.26)	$	0.00
Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	17,372		17,267		17,354		17,260		Basic	17,384		17,270		17,364		17,264
Diluted	Diluted	17,372		17,267		17,354		17,260		Diluted	17,384		17,330		17,364		17,264

See accompanying Notes to Condensed Consolidated Financial Statements.

LYDALL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In Thousands)

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(Unaudited) (Unaudited)
Net loss $ (5,857) $ (6,946) $ (62,278) $ (3,056)
Other comprehensive income (loss):
Foreign currency translation adjustments 5,146 2,457 (4,811) 2,330
Pension liability adjustment, net of tax — 19,159 331 19,374
Unrealized loss on hedging activities, net of tax (685) (1,351) (239) (2,026)
Comprehensive (loss) income $ (1,396) $ 13,319 $ (66,997) $ 16,622


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020		2019		2020		2019
	(Unaudited)						(Unaudited)
Net (loss) income	$	(11,710)	$	3,004	$	(73,988)	$	(52)
Other comprehensive income (loss):
Foreign currency translation	8,245		(8,726)		3,434		(6,396)
Pension and other postretirement benefit plans, net of tax	(49)		21		282		19,395
Unrealized gain/(loss) on derivative instruments, net of tax	(1,963)		(148)		(2,202)		(2,174)

Comprehensive (loss) income	$	(5,477)	$	(5,849)	$	(72,474)	$	10,773

See accompanying Notes to Condensed Consolidated Financial Statements.

LYDALL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(Unaudited)							(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	92,546	$	51,331	Cash and cash equivalents	$	122,043	$	51,331
Accounts receivable, net of allowance for doubtful accounts of $2,647 and $1,842, respectively		100,767		107,786
Accounts receivable, net of allowance for doubtful accounts of $2,465 and $1,842, respectively						Accounts receivable, net of allowance for doubtful accounts of $2,465 and $1,842, respectively	113,258		107,786
Contract assets	Contract assets	27,969		28,245		Contract assets	27,186		28,245
Inventories	Inventories	80,300		80,544		Inventories	71,167		80,544
Taxes receivable	Taxes receivable	2,235		3,427		Taxes receivable	6,636		3,427
Prepaid expenses	Prepaid expenses	4,389		3,814		Prepaid expenses	6,117		3,814
Other current assets	Other current assets	8,562		8,450		Other current assets	8,516		8,450
Total current assets	Total current assets	316,768		283,597		Total current assets	354,923		283,597
Property, plant and equipment, at cost	Property, plant and equipment, at cost	483,013		487,371		Property, plant and equipment, at cost	491,291		487,371
Accumulated depreciation	Accumulated depreciation	(276,577)		(265,729)		Accumulated depreciation	(286,713)		(265,729)
Property, plant and equipment, net	Property, plant and equipment, net	206,436		221,642		Property, plant and equipment, net	204,578		221,642
Operating lease right-of-use assets	Operating lease right-of-use assets	21,392		23,116		Operating lease right-of-use assets	21,522		23,116
Goodwill	Goodwill	83,951		133,912		Goodwill	85,385		133,912
Other intangible assets, net	Other intangible assets, net	104,595		115,577		Other intangible assets, net	99,445		115,577
Other assets, net	Other assets, net	7,391		8,093		Other assets, net	7,785		8,093
Total assets	Total assets	$	740,533	$	785,937	Total assets	$	773,638	$	785,937
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of long-term debt	Current portion of long-term debt	$	9,855	$	9,928	Current portion of long-term debt	$	9,844	$	9,928

Accounts payable	Accounts payable	78,108		73,426		Accounts payable	101,785		73,426
Accrued payroll and other compensation	Accrued payroll and other compensation	20,130		17,198		Accrued payroll and other compensation	24,806		17,198
Accrued taxes	Accrued taxes	11,152		5,638		Accrued taxes	10,125		5,638

Other accrued liabilities	Other accrued liabilities	25,106		23,668		Other accrued liabilities	39,214		23,668
Total current liabilities	Total current liabilities	144,351		129,858		Total current liabilities	185,774		129,858
Long-term debt	Long-term debt	275,655		262,713		Long-term debt	273,195		262,713
Long-term operating lease liabilities	Long-term operating lease liabilities	17,157		18,424		Long-term operating lease liabilities	17,369		18,424
Deferred tax liabilities	Deferred tax liabilities	28,327		34,561		Deferred tax liabilities	27,016		34,561
Benefit plan liabilities	Benefit plan liabilities	18,528		18,957		Benefit plan liabilities	18,770		18,957
Other long-term liabilities	Other long-term liabilities	3,253		3,004		Other long-term liabilities	3,201		3,004

Commitments and Contingencies (Note 15)
Stockholders’ equity:
Commitments and Contingencies (Note 16)						Commitments and Contingencies (Note 16)
Stockholders' equity:						Stockholders' equity:
Preferred stock	Preferred stock	—		—		Preferred stock	0		0
Common stock	Common stock	255		253		Common stock	255		253
Capital in excess of par value	Capital in excess of par value	95,985		94,140		Capital in excess of par value	96,536		94,140
Retained earnings	Retained earnings	278,351		340,629		Retained earnings	266,641		340,629
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(30,698)		(25,979)		Accumulated other comprehensive loss	(24,465)		(25,979)
Treasury stock, at cost	Treasury stock, at cost	(90,631)		(90,623)		Treasury stock, at cost	(90,654)		(90,623)
Total stockholders’ equity	Total stockholders’ equity	253,262		318,420		Total stockholders’ equity	248,313		318,420
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	740,533	$	785,937	Total liabilities and stockholders’ equity	$	773,638	$	785,937

See accompanying Notes to Condensed Consolidated Financial Statements.

LYDALL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)


		For the Six Months Ended June 30,							For the Nine Months Ended September 30,
		2020		2019			2020		2019
		(Unaudited)							(Unaudited)
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(62,278)	$	(3,056)	Net loss	$	(73,988)	$	(52)
Adjustments to reconcile net loss to net cash provided by operating activities:	Adjustments to reconcile net loss to net cash provided by operating activities:					Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on divestiture	Gain on divestiture	—		(1,459)		Gain on divestiture	0		(1,459)
Depreciation and amortization	Depreciation and amortization	24,842		24,001		Depreciation and amortization	42,349		36,682
Impairment of goodwill and long-lived assets	Impairment of goodwill and long-lived assets	61,109		—		Impairment of goodwill and long-lived assets	61,109		0
Deferred income taxes	Deferred income taxes	(6,048)		(12,358)		Deferred income taxes	(6,911)		(12,849)

Employee benefit plans settlement expenses	Employee benefit plans settlement expenses	385		25,515		Employee benefit plans settlement expenses	385		25,701
Stock-based compensation	Stock-based compensation	1,799		1,475		Stock-based compensation	2,508		2,073
Other, net	Other, net	53		—		Other, net	47		0
Loss on disposition of property, plant and equipment		25		—
Loss (Income) from equity method investment		26		(22)
Loss (gain) on disposition of property, plant and equipment						Loss (gain) on disposition of property, plant and equipment	164		(43)
Income from equity method investment						Income from equity method investment	(24)		(120)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	3,063		(1,988)		Accounts receivable	(8,288)		10,528
Contract assets	Contract assets	222		1,231		Contract assets	1,269		(4,330)
Inventories	Inventories	(353)		(4,660)		Inventories	10,117		(6,206)
Accounts payable	Accounts payable	8,342		10,227		Accounts payable	28,391		13,427
Accrued payroll and other compensation	Accrued payroll and other compensation	2,974		3,000		Accrued payroll and other compensation	7,192		4,935

Accrued taxes	Accrued taxes	5,833		308		Accrued taxes	4,558		1,810

Other, net	Other, net	421		(5,995)		Other, net	5,735		(7,133)
Net cash provided by operating activities	Net cash provided by operating activities	40,415		36,219		Net cash provided by operating activities	74,613		62,964
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(15,472)		(20,287)		Capital expenditures	(20,540)		(27,236)
Collections of finance receivables	Collections of finance receivables	3,390		—		Collections of finance receivables	4,257		0
Proceeds from divestiture	Proceeds from divestiture	—		2,298		Proceeds from divestiture	0		2,298
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	2		295		Proceeds from the sale of property, plant and equipment	14		297
Business acquisitions, net of cash acquired	Business acquisitions, net of cash acquired	—		869		Business acquisitions, net of cash acquired	0		869
Net cash used for investing activities	Net cash used for investing activities	(12,080)		(16,825)		Net cash used for investing activities	(16,269)		(23,772)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from borrowings	Proceeds from borrowings	20,000		—		Proceeds from borrowings	20,000		0
Debt repayments	Debt repayments	(7,001)		(25,169)		Debt repayments	(9,500)		(38,185)
Factoring liability		458		—
Proceeds from servicing receivables						Proceeds from servicing receivables	207		0
Common stock issued	Common stock issued	33		—		Common stock issued	32		5
Common stock repurchased	Common stock repurchased	(8)		(43)		Common stock repurchased	(31)		(50)
Net cash provided by (used for) financing activities	Net cash provided by (used for) financing activities	13,482		(25,212)		Net cash provided by (used for) financing activities	10,708		(38,230)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(602)		(3)		Effect of exchange rate changes on cash	1,660		(1,280)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	41,215		(5,821)		Increase (decrease) in cash and cash equivalents	70,712		(318)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	51,331		49,237		Cash and cash equivalents at beginning of period	51,331		49,237
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	92,546	$	43,416	Cash and cash equivalents at end of period	$	122,043	$	48,919

Non-cash capital expenditures of ~~$2.7~~$4.8 million and ~~$2.3~~$3.8 million were included in accounts payable at ~~June~~September 30, 2020 and 2019, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.

~~LYDALL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(Unaudited)~~

~~For the Three Months Ended June 30, 2020~~

In thousands of dollars and shares Common Stock Shares Common Stock Amount Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance at March 31, 2020 25,401 $ 254 $ 94,905 $ 284,208 $ (35,159) $ (90,631) $ 253,577
Net loss (5,857) (5,857)
Other comprehensive income, net of tax 4,461 4,461
Stock issued under employee plans 23 1 1
Stock-based compensation expense 720 720
Stock issued to directors 43 360 360
Balance at June 30, 2020 25,467 $ 255 $ 95,985 $ 278,351 $ (30,698) $ (90,631) $ 253,262

~~For the Six Months Ended June 30, 2020~~

In thousands of dollars and shares Common Stock Shares Common Stock Amount Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance at December 31, 2019 25,328 $ 253 $ 94,140 $ 340,629 $ (25,979) $ (90,623) $ 318,420
Net loss (62,278) (62,278)
Other comprehensive loss, net of tax (4,719) (4,719)
Stock repurchased (8) (8)
Stock issued under employee plans 93 2 30 32
Stock-based compensation expense 1,455 1,455
Stock issued to directors 46 360 360
Balance at June 30, 2020 25,467 $ 255 $ 95,985 $ 278,351 $ (30,698) $ (90,631) $ 253,262

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

~~LYDALL, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - CONTINUED~~

~~(Unaudited)~~

~~For the Three Months Ended June 30, 2019~~

In thousands of dollars and shares Common Stock Shares Common Stock Amount Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance at March 31, 2019 25,228 $ 252 $ 91,713 $ 415,032 $ (43,272) $ (90,511) $ 373,214
Net loss (6,946) (6,946)
Other comprehensive income, net of tax 20,265 20,265
Stock repurchased (13) (13)
Stock issued (canceled) under employee plans (3) 1 12 13
Stock-based compensation expense 332 332
Stock issued to directors 10 240 240
Balance at June 30, 2019 25,235 $ 253 $ 92,297 $ 408,086 $ (23,007) $ (90,524) $ 387,105

~~For the Six Months Ended June 30, 2019~~

In thousands of dollars and shares Common Stock Shares Common Stock Amount Capital in Excess of Par Value Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders' Equity
Balance at December 31, 2018 25,254 $ 253 $ 90,851 $ 411,325 $ (42,685) $ (90,469) $ 369,275
Net loss (3,056) (3,056)
Other comprehensive income, net of tax 19,678 19,678
Stock repurchased (55) (55)
Stock issued (canceled) under employee plans (29) 12 12
Stock-based compensation expense 1,194 1,194
Stock issued to directors 10 240 240
Adoption of ASC 606 (1)
(183) (183)
Balance at June 30, 2019 25,235 $ 253 $ 92,297 $ 408,086 $ (23,007) $ (90,524) $ 387,105

(1) During the three-month period ended March 31, 2019, the Company recorded an adjustment reducing retained earnings and contract assets by $0.2 million to correct an error in the adoption of ASC 606.

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~

LYDALL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Financial Statement Presentation

Description of Business

Lydall, Inc. and its subsidiaries ~~(the~~(collectively, the “Company” or “Lydall”) design and manufacture specialty engineered nonwoven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration/separation and heat abatement and sound dampening applications.

Recent ~~Developments -~~Developments: COVID-19

The impact of the novel strain of the coronavirus ~~identified in late 2019~~ (“COVID-19”) has grown throughout the world, including in all global and regional markets served by the Company. During ~~the first quarter of~~ 2020, governmental authorities implemented numerous measures attempting to contain and mitigate the effects of COVID-19, including travel bans and restrictions, quarantines, social distancing orders, shelter in place orders, and shutdowns of non-essential activities. The Company’s manufacturing facilities are located in areas that have been affected by the pandemic and ~~the~~ shutdowns. Certain Company facilities in the United States, Europe, and Asia carried out shutdowns as a result of government-imposed restrictions or in conjunction with customer plant closures during the first quarter. The Company’s Asia facilities ~~did not resume~~resumed operations ~~until~~in late February and other facilities ramped back up moderately, in line with customer demand, during the second quarter. ~~Although~~In the third quarter, the Company ~~is beginning to see an increase in orders, it does not expect operations supporting the automotive markets to reach pre-COVID-19 production levels~~has seen a stronger recovery in the ~~near term.~~

Performance Materials segment, specifically in the Filtration business, and in the Thermal Acoustical Solutions and Technical Nonwovens segments as discussed below.

Performance Materials (“~~TAS”~~PM”) Developments

~~As previously disclosed,~~Performance Materials sales were down 4.6% in the ~~Company ramped~~first half of 2020 from the comparative period in 2019 with incremental demand for specialty filtration media products more than offset by softer demand in the Sealing and Advanced Solutions business.PM’s Filtration sales continued to be very strong in the third quarter, up approximately 37.8% from the comparative period in the prior year, led by continued demand for fine fiber meltblown media used in personal protective equipment such as N95 respirators and surgical and medical masks. This demand is expected to moderate into the fourth quarter and expected to be down ~~its Thermal Acoustical~~slightly on a sequential basis due to normal seasonality. Weaker demand in automotive, agricultural, and construction equipment markets resulted in a sales decline of approximately 1.7% in the Sealing and Advanced Solutions ~~operations~~business in ~~North Carolina, as well as in France and Germany coinciding with~~ the ~~shutdown of its major automotive customers' facilities in those regions beginning in late March 2020. During the first~~third quarter of 2020 ~~TAS sales were down 11.2% from 2019 as the pandemic expanded. April’s parts sales were heavily impacted by customer shutdowns with sales declining approximately 90%~~ from the ~~previous year. TAS began~~comparative period in 2019.

As a result of continued strong demand for filtration products, the Company approved investments to ~~ramp up~~add 2 production lines in Performance Materials’ Rochester facility for the production of fine fiber meltblown filtration media used in the N95 respirator and surgical and medical masks.In addition, the Company has an agreement with the U.S. Government that provides partial funding of the investments in the production lines and funding for other technical resources.

In the third quarter of 2020, the Company announced an investment in a new fine fiber meltblown production line in its French facility to support the European Union face mask production and air filter production in ~~mid-May 2020~~the fight against COVID-19. The Company has a tentative agreement with the French Government to partially fund a portion of this investment.

In the third quarter, the Company initiated actions to close underperforming operating locations in Europe and discontinue production of a lower efficiency air filtration media product and, in turn, fully depreciated the supporting machinery and equipment in North ~~America~~America. These actions are part of the Company's ongoing assessment of underperforming assets and ~~Europe as customers began~~focus of resources on the significant investments to ~~re-open their plants~~expand fine fiber meltblown production.These actions are expected to be completed in ~~these regions, with sequential monthly sales growth~~2021 and projected to improve overall segment margin performance beginning in ~~both May and June. However, given the facility shutdowns early in the quarter, parts sales in the second quarter were down 62.1% from the previous year.~~2021. For additional information, see Note 12, "Restructuring".

Technical Nonwovens (“TNW”) Developments

During the first ~~quarter~~half of 2020, TNW experienced slowdowns in all geographic ~~locations except Canada;~~locations; predominantly in its facilities in South Carolina, the United Kingdom, and ~~China operations.~~China. TNW’s Texel business in Canada, however, is a leading supplier of nonwoven products used in the production of healthcare applications including medical wipes, pads, and gowns. In response to the COVID-19 pandemic, the Company re-prioritized its manufacturing capabilities in North America and Europe to focus on serving customers for these products.

TNW’s sales in the first ~~quarter~~half of 2020 declined ~~12.5%~~18.8% from the comparable period in ~~2019.~~2019 on generally slower demand in industrial end markets globally. In the ~~second~~third quarter ~~softer~~of 2020, sales increased 12.5% on a sequential basis from the previous quarter but decreased 8.5% compared to the prior year quarter. Softer industrial end markets and lower sales into automotive applications resulted in ~~year over year~~the year-over-year sales ~~decline~~declines in ~~both April and May periods. While down from~~ the ~~prior year, sales in June increased sequentially from May, with seasonal increases in demand for geosynthetics and higher automotive demand partially offsetting weaker industrial end markets. Second~~quarter. Third quarter 2020 sales were down ~~25.0%~~10.0% in Industrial Filtration and ~~9.3%~~6.8% in Advanced Materials ~~businesses.~~businesses from the same period in the previous year.

~~Performance Materials~~Thermal Acoustical Solutions (“~~PM”~~TAS”) Developments

~~Performance Materials’ sealing businesses also experienced slowdowns during~~As previously disclosed, the Company ramped-down its TAS operations in North Carolina in the United States, as well as in France and Germany, coinciding with the shutdown of its major automotive customers' facilities in those regions beginning in late March 2020. During the first half of 2020, TAS sales decreased 35.4% from prior year, heavily impacted by customer shutdowns during March, April, and May. TAS began to ramp-up production in mid-second quarter of 2020 in North America and Europe as customers began to re-open their plants in these regions. During the third quarter 2020, part sales were down 0.8% from the previous year as TAS continued to see stronger demand in North America and Europe with sales increasing significantly compared to second quarter 2020.

As customer demand increased in North America, the Company began to experience an increase of COVID-19 cases, particularly at its North American operation, resulting in workforce shortages and other operational inefficiencies causing higher overtime, outsourcing costs, and logistics costs. In addition, recent recoveries in the manufacturing industries are causing higher commodity pricing in North America. In late third quarter 2020, as a result of labor shortages and operational inefficiencies directly related to COVID-19, TAS was unable to manufacture parts timely, resulting in customer production line stoppages. In early October 2020, due to the unforeseen and unforeseeable nature of the COVID-19 pandemic, which is out of the Company’s control, the Company invoked force majeure or commercial impracticability as legal excuse for delayed performance of contracts and defense to any claim that may be asserted by customers.A recent resurgence of cases in that same facility has caused the Company to expand its ~~exposure~~declaration of force majeure or commercial impracticability to ~~automotive end market applications, impacting the Sealing~~other impacted customers. The Company has taken various actions to resolve these issues and ~~Advanced Solutions business. In contrast, PM’s Filtration business has been deemed an essential supplier~~expects TAS to ~~certain customers which has driven~~continue to incur incremental ~~demand in specialty filtration product lines, including media used in N95 respirator, surgical, and medical masks. PM’s sales~~costs in the ~~first~~fourth quarter of 2020 were up 1.0% from the comparative period in 2019. PM’s Filtration sales were very strong in April, with gains of approximately 20.0% from the prior year, and this demand continued through the remainder of the quarter, with second quarter Filtration sales up 19.8% from the previous year. In contrast, exposure to automotive and other end markets resulted in sales decline of approximately 28.6% in the Sealing and Advanced Solutions business, with year over year sales declines spread across all months.

2020.

As a result of continued strong demand for filtration products during the second quarter, the Company approved additional investments to add two production lines in Performance Materials’ Rochester facility for the production of meltblown filtration media used in the N95 respirator, surgical and medical masks based on the significant increase in demand. In addition, the Company reached an agreement with the U.S. Government that provides partial funding of the investment in the production lines in addition to funding for other technical resources.

~~Looking Forward~~

Any ramp up of production continues to be dependent on the Company’s customers resuming operations and no additional outbreaks of COVID-19 that could cause a second slow-down in demand impacting the Company’s ability to operate because of government mandates, employee illnesses or other related unforeseen events. The Company anticipates the global automotive industry will stabilize in the third quarter, but that volumes in the second half of 2020 will be lower than the comparative 2019 period as a result of the global economic slowdown caused by the COVID-19 pandemic. New vehicle sales are highly dependent on the strength of the consumer. If unemployment remains at higher levels, new vehicle sales could be significantly lower than historical and previously projected sales levels. The Company expects to face continued headwinds in its Performance Material's sealing businesses but stronger demand for filtration products is expected to offset this. Additionally, the Company expects seasonally strong construction activity driving geosynthetic demand, coupled with stable demand for medical related nonwoven products, to be offset by softness in industrial end markets in its Technical Nonwovens segment in the second half of 2020.

Liquidity and Cash Preservation

The ~~recent automotive production ramp down across most of the world has impacted the Company's daily working capital significantly. The~~ Company ~~experienced~~continued to experience working capital cash flow improvements through ~~June~~September 30, 2020, ~~but does not expect the benefits to continue if production does not further ramp up. Upon ramping up production,~~generating $74.6 million in cash from operating activities. As the Company continues to ramp-up production and invest in new fine fiber meltblown production equipment to meet customer demand, the Company expects ~~initial~~ cash outflows to support working capital requirements and capital ~~projects for its investments in new meltblown production equipment followed by a more normalized working capital flow over time.~~projects.

~~The~~During the first nine months of 2020, the Company ~~has also taken~~took significant measures to reduce its overall cash expenditures, including the furlough or lay-off of hourly/salary plant workers and select furloughs of corporate and other salaried employees, deferred company contributions to its pension plans and matching contributions under the Company's 401(k) defined contribution plan, reduction of purchase obligations for raw materials, and reduction/delay of non-critical capital spending. ~~With these actions initiated in early 2020,~~As a result, the Company ~~has~~ reduced its monthly cash ~~expenditures and plans~~expenditures. The Company may elect to continue ~~to do so as long as~~certain actions if the COVID-19 pandemic continues.

In addition, the Company has taken advantage of specific benefits, including wage recovery provided by social programs in Europe and China and deferred domestic employer tax in the U.S. through the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. Through ~~June~~September 30, 2020, the Company benefited from ~~$1.7~~$2.0 million in social cost reimbursements predominately in Europe and China. The Company ~~plans to continue to~~may pursue, wherever it qualifies, governmental ~~assistance. The Company may also~~assistance and take advantage of governmental ~~programs such as the Main Street Lending Program, to help defray costs.~~programs. The Company cannot guarantee, however, that it will qualify for, or receive, any additional assistance that it pursues.

As noted above, the Company reached an agreement with the U.S. Government in June 2020 that provides funding to cover a portion of the cost to install ~~two~~2 new production lines for the production of meltblown material for N95 ~~respirator,~~respirators, surgical and medical masks, and for other technical resources. The Company will receive monthly payments in accordance with the agreement to fund up to $13.5 million. Additionally, the Company has a tentative agreement with the French Government to fund up to 30% of the Company’s investment in its facility in France supporting the European Union face mask production and air filter production.

its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the Company's financial covenants. The Company was in compliance with those modified financial covenants as of and for the three-month period ended ~~June~~September 30, 2020, and management does not anticipate noncompliance in the foreseeable future.

~~During the first half~~Through September of 2020, the Company generated ~~$40.4~~$74.6 million of net cash provided by operations and had cash on hand of ~~$92.5~~$122.0 million as of ~~June~~September 30, 2020. The Company continues to maintain the necessary capital to meet its debt obligations and interest payments. As previously disclosed in late 2019, the Company entered into arrangements with a banking institution to sell trade accounts receivable balances for selected customers. The Company continues to sell trade accounts receivable balances under these arrangements. See Transfer of Financial Assets ~~under~~in this Note 1, “Basis of Financial Statement Presentation” for more information.

The spread of COVID-19 and the measures taken to constrain the spread of the virus have had, and will continue to have, a material negative impact on the Company’s financial results, and such negative impact may continue well beyond the containment of such outbreak. There is inherent uncertainty in the assumptions the Company uses to estimate its future liquidity due to the impact of the COVID-19 outbreak. In addition, the magnitude, duration, and speed of the global pandemic is uncertain. Consequently, the impact on the Company's business, financial condition or longer-term financial or operational results is uncertain. However, management believes, based on the actions taken to reduce cash expenditures and the Company’s financial position, that net cash provided by operations combined with its cash and cash equivalents and borrowing availability under its Credit Facility will be sufficient to fund its current obligations, capital spending, debt service requirements, and working capital needs over at least the next twelve months.

Steps Taken to Protect Employees

The Company continues to monitor the global outbreak and spread of COVID-19 and to take steps to mitigate the potential risks to the Company and its employees posed by ~~its~~the spread, ~~and~~ related circumstances, and economic ~~impacts.~~impacts of COVID-19. As the ~~Company’s operations ramp up production and bring~~Company brings employees back to work, it has implemented changes to help ensure the safety and health of all ~~our~~its employees and continues to assess and update its business continuity plans in the context of this pandemic. The Company established the Lydall Emergency Preparedness Team (“LEPT”), implementing strict travel restrictions, enforcing rigorous hygiene protocols, increasing sanitization efforts at all facilities and implementing remote working arrangements for the majority of its employees who work outside the plants. The Company will continue its work to ensure it maintains a safe and healthy work environment and continue to allow remote working arrangements as long as necessary, where appropriate.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements include the accounts of Lydall, Inc. and its subsidiaries. All financial information is unaudited for the interim periods reported. All significant intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The year-end Condensed Consolidated Balance Sheet was derived from the audited financial statements for the year ended December 31, 2019, but does not include all disclosures required by U.S. GAAP. In the opinion of management, the condensed consolidated financial information reflects all adjustments necessary for a fair statement of the Company’s consolidated financial position, results of operations, and cash flows for the interim periods reported, but do not include all the disclosures required by U.S. GAAP. All such adjustments are of a normal recurring nature, unless otherwise disclosed in this report. Certain amounts in prior year financial statements and notes thereto have been reclassified to conform to current year presentation. The statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations, and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including ~~as a~~the result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat ~~COVID-19.~~it. The Company has made estimates of the impact of COVID-19 within its financial statements and there may be changes to those estimates in future periods. Actual results could differ from those estimates.

Recent Accounting Pronouncements Adopted

Effective January 1, 2020, the Company adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326)." The new standard amends guidance on reporting credit losses for assets held at amortized cost basis. The Company has determined the only financial assets subject to the new standard are its trade receivables and contract assets. The adoption of this ASU did not have any impact on the Company’s consolidated financial statements and disclosures.

Effective January 1, 2020, the Company adopted the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement," which adds, amends, and removes certain disclosure requirements related to fair value measurements. Among other changes, this standard requires certain additional disclosure surrounding Level 3 assets, including changes in unrealized gains or losses in other comprehensive income and certain inputs in those measurements. Please refer to Note 5, “Impairments of Goodwill and Other Long-Lived Assets”, for discussion of the inputs used in the quantitative impairment assessments for the three-month period ended March 31, 2020.

Effective January 1, 2020, the Company adopted FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40); Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The amendments in this update require implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the noncancellable term of the cloud computing arrangement plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service

provider. The adoption of this ASU did not have ~~any~~a material impact on the Company’s consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848); Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments in this update are elective, and provide optional expedients and exceptions in accounting for contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance in this update is effective for transactions entered into between March 12, 2020 and December 31, 2022. The Company adopted this ASU upon issuance and notes no impact to the Company's consolidated financial statements and disclosures as of ~~June~~September 30, 2020.

Recent Accounting Pronouncements Not Yet Adopted

In August 2020, the FASB issued ASU 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)." The amendments in this update are intended to simplify the accounting for convertible debt instruments and convertible preferred stock. This ASU is effective for fiscal years and interim periods beginning after December 15, 2021 with early adoption permitted. The Company does not expect the adoption of this update to have a material impact on its consolidated financial statements and related disclosures.

In January 2020, the FASB issued ASU 2020-01, "Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)." The amendments in this update are intended to reduce diversity in practice and increase comparability of the accounting for interaction of equity securities, investments accounted for under the equity method of accounting, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020 with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". The new standard is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in Topic 740, and by clarifying and amending existing guidance in other areas of the same topic. This ASU is effective for fiscal years and interim periods beginning after December 15, 2020 with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU No. 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." This ASU requires entities to disclose the weighted-average interest crediting rates for cash balance plans and other plans with promised interest crediting rates. This ASU also requires entities to disclose an explanation for significant gains and losses related to changes in the benefit obligation for the period. This ASU is effective for fiscal years beginning after December 15, 2020

with early adoption permitted. The Company is currently evaluating the impact the adoption of this ASU will have on its consolidated financial statements and disclosures.

Significant Accounting Policies

The Company’s significant accounting policies are detailed in Note 1, “Significant Accounting Policies” within Part IV, Item 15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

Risks and Uncertainties

Worldwide economic cycles, political changes, and the COVID-19 pandemic affect the markets that the Company’s businesses serve and affect demand for the Company's products and could impact profitability. Among other factors, disruptions in the global credit and financial markets, including diminished liquidity and credit availability, changes in international trade agreements, swings in consumer confidence and spending, and unstable economic growth and fluctuations in unemployment rates has caused economic instability and can have a negative impact on the Company’s results of operations, financial condition, and liquidity.

Transfers of Financial Assets

In December 2019, the Company entered into 2 arrangements with a banking institution to sell trade accounts receivable balances for select customers. Under the programs, the Company has no risk of loss due to credit default ~~with the exception of $0.5 million of trade accounts receivable balances sold from our foreign operations,~~ and is charged a fee based on the nominal value of receivables sold and the time between the sale of the trade accounts receivables to banking institutions and collection from the customer. Under one of the programs, the Company services the trade receivables after sale and receives 90.0% of the trade receivables in cash at the time of sale and the remaining 10.0% in cash, net of fees, at the earlier of customer payment or 150 days. In the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020, under both programs, the Company sold ~~$10.3~~$21.3 million and ~~$43.0~~$64.3 million, respectively, in trade receivable balances, received ~~$40.0~~$59.1 million in total cash under the programs, and incurred ~~$0.1~~$0.2 million in fees. The Company expects to receive the remainder, net of fees, in the ~~third~~fourth quarter of 2020.

Condensed Consolidated Statements of Comprehensive Income

In connection with the preparation of its 2019 audited financial statements, the Company identified that in its previously filed unaudited interim financial statements for the three-month and six-month periods ended June 30, 2019 and the nine-month period ended September 30, 2019, the Company had incorrectly excluded, from its Condensed Consolidated Statements of Comprehensive Income, the impact to comprehensive income resulting from the settlement of its U.S. Lydall Pension Plan (see Note 11, "Employer Sponsored Benefit Plans"). As a result, unaudited comprehensive income for such periods was understated by approximately $19.0 million. This error did not have any impact on the Company’s corresponding previously filed Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Cash Flows. Management has concluded that such errors did not result in the previously issued unaudited financial statements being materially misstated. ~~The~~In connection with the filing of this Quarterly Report on Form 10-Q, the Company ~~will revise~~has revised the Condensed Consolidated Statements of Comprehensive Income for the nine-month period ended September 30, 2019 in connection with the future filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2020. In connection with the filing of this Quarterly Report on Form 10-Q, the Company did, however, revise the Condensed Consolidated Statements of Comprehensive Income for the three-month and six-month periods ended June 30, 2019 as follows:


		Three Months Ended June 30, 2019						Six Months Ended June 30, 2019					Nine Months Ended September 30, 2019
In thousands	In thousands	As reported		As revised		As reported		As revised		In thousands	As reported		As revised
Pension liability adjustment, net of tax	Pension liability adjustment, net of tax	$	143	$	19,159	$	358	$	19,374	Pension liability adjustment, net of tax	$	379	$	19,395
Comprehensive (loss) income	Comprehensive (loss) income	$	(5,697)	$	13,319	$	(2,394)	$	16,622	Comprehensive (loss) income	$	(8,243)	$	10,773

2. Revenue from Contracts with Customers

The Company accounts for revenue in accordance with ASC 606, "Revenue from Contracts ~~from~~with Customers". Revenues are generated from the design and manufacture of specialty engineered filtration media, industrial thermal insulating solutions, automotive thermal and acoustical barriers for filtration/separation and thermal/acoustical applications. The Company’s revenue recognition policies require the Company to make significant judgments and estimates. In applying the Company’s revenue recognition policy, determinations must be made as to when control of products passes to the Company’s customers which can be either at a point in time or over time. Revenue is generally recognized at a point in time when control passes to customers upon shipment of the Company’s products and revenue is generally recognized over time when control of the Company’s products transfers to customers during the manufacturing process. The Company analyzes several factors, including but not limited to, the nature of the products being sold and contractual terms and conditions in contracts with customers to help the

Company make such judgments about revenue recognition. Unfulfilled performance obligations are generally expected to be satisfied within one year.

Contract Assets and Liabilities

The Company’s contract assets primarily include unbilled amounts typically resulting from sales under contracts when the over time method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. These unbilled accounts receivable in contract assets are transferred to accounts receivable upon invoicing, typically when the right to payment becomes unconditional in which case payment is due based only upon the passage of time.

The Company’s contract liabilities primarily relate to billings and advance payments received from customers and deferred revenue. These contract liabilities represent the Company’s obligation to transfer its products to its customers for which the Company has received, or is owed consideration from its customers. Contract liabilities are included in Other long-term liabilities on the Company’s Condensed Consolidated Balance Sheets.

Contract assets and liabilities consisted of the following:


In thousands	In thousands	June 30, 2020		December 31, 2019		Dollar Change		In thousands	September 30, 2020		December 31, 2019		Dollar Change
Contract assets	Contract assets	$	27,969	$	28,245	$	(276)	Contract assets	$	27,186	$	28,245	$	(1,059)
Contract liabilities	Contract liabilities	$	3,762	$	1,441	$	2,321	Contract liabilities	$	3,414	$	1,441	$	1,973

The ~~$0.3~~$1.1 million decrease in ~~contract~~contact assets from December 31, 2019 to ~~June~~September 30, 2020 was primarily due to timing of billings to customers.

The ~~$2.3~~$2.0 million increase in contract liabilities from December 31, 2019 to ~~June~~September 30, 2020 was primarily due to an increase in customer deposits, offset by ~~$0.9~~$1.1 million of revenue recognized in the first ~~six~~nine months of 2020 related to contract liabilities at December 31, 2019.

Disaggregated Revenue

The Company disaggregates revenue from customers by geographic region, as it believes this disclosure best depicts how the nature, amount, timing, and uncertainty of the Company's ~~revenue~~revenues and cash flows are affected by economic factors. Disaggregated revenue by geographical region for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019 were as follows:

For the Three Months Ended June 30, 2020
In thousands Performance Materials Technical Nonwovens Thermal Acoustical Solutions Eliminations and Other Consolidated Net Sales
North America $ 40,190 $ 31,236 $ 22,575 $ (1,668) $ 92,333
Europe 16,501 15,418 11,424 (100) 43,243
Asia 1,782 5,353 3,449 — 10,584
Total Net Sales $ 58,473 $ 52,007 $ 37,448 $ (1,768) $ 146,160

For the Three Months Ended June 30, 2019
In thousands Performance Materials Technical Nonwovens Thermal Acoustical Solutions Eliminations and Other Consolidated Net Sales
North America $ 47,822 $ 42,667 $ 64,235 $ (6,466) $ 148,258
Europe 15,729 17,791 25,203 (175) 58,548
Asia 1,551 8,620 3,834 — 14,005
Total Net Sales $ 65,102 $ 69,078 $ 93,272 $ (6,641) $ 220,811

For the Six Months Ended June 30, 2020
In thousands Performance Materials Technical Nonwovens Thermal Acoustical Solutions Eliminations and Other Consolidated Net Sales
North America $ 86,107 $ 66,967 $ 79,676 $ (7,345) $ 225,405
Europe 33,776 32,356 34,964 (280) 100,816
Asia 3,810 10,087 6,569 — 20,466
Total Net Sales $ 123,693 $ 109,410 $ 121,209 $ (7,625) $ 346,687

For the Six Months Ended June 30, 2019
In thousands Performance Materials Technical Nonwovens Thermal Acoustical Solutions Eliminations and Other Consolidated Net Sales
North America $ 94,199 $ 79,856 $ 127,837 $ (12,734) $ 289,158
Europe 32,386 36,840 51,645 (381) 120,490
Asia 3,097 17,988 8,103 — 29,188
Total Net Sales $ 129,682 $ 134,684 $ 187,585 $ (13,115) $ 438,836


	For the Three Months Ended September 30, 2020														For the Three Months Ended September 30, 2019
In thousands	North America		Europe		Asia		Total Net Sales		North America		Europe		Asia		Total Net Sales

Performance Materials	$	45,759	$	18,776	$	3,282	$	67,817	$	42,693	$	15,203	$	2,104	$	60,000
Technical Nonwovens	34,727		17,318		6,464		58,509		42,128		16,544		5,240		63,912
Thermal Acoustical Solutions	57,841		22,861		4,821		85,523		61,315		22,208		4,403		87,926
Eliminations and Other	(4,569)		(195)		0		(4,764)		(6,405)		(159)		0		(6,564)
Total Net Sales	$	133,758	$	58,760	$	14,567	$	207,085	$	139,731	$	53,796	$	11,747	$	205,274

1614


	For the Nine Months Ended September 30, 2020														For the Nine Months Ended September 30, 2019
In thousands	North America		Europe		Asia		Total Net Sales		North America		Europe		Asia		Total Net Sales

Performance Materials	$	131,866	$	52,552	$	7,092	$	191,510	$	136,892	$	47,589	$	5,201	$	189,682
Technical Nonwovens	101,694		49,674		16,551		167,919		121,984		53,384		23,228		198,596
Thermal Acoustical Solutions	137,517		57,825		11,390		206,732		189,152		73,853		12,506		275,511
Eliminations and Other	(11,914)		(475)		0		(12,389)		(19,139)		(540)		0		(19,679)
Total Net Sales	$	359,163	$	159,576	$	35,033	$	553,772	$	428,889	$	174,286	$	40,935	$	644,110

3. Inventories

Inventories as of ~~June~~September 30, 2020 and December 31, 2019 were as follows:


In thousands	In thousands	June 30, 2020		December 31, 2019		In thousands	September 30, 2020		December 31, 2019
Raw materials	Raw materials	$	35,148	$	36,322	Raw materials	$	31,442	$	36,322
Work in process	Work in process	15,531		14,873		Work in process	14,228		14,873
Finished goods	Finished goods	29,621		29,349		Finished goods	25,497		29,349

Total inventories	Total inventories	$	80,300	$	80,544	Total inventories	$	71,167	$	80,544

Included in work in process is net tooling inventory of ~~$2.2~~$2.0 million and $1.8 million at ~~June~~September 30, 2020 and December 31, 2019, respectively.

4. Goodwill and Other Intangible Assets

~~Goodwill:~~Goodwill

The Company ~~tests~~performs an assessment of its goodwill for impairment at least annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value may exceed its fair value. There were no such events or changes in circumstances during the ~~three month~~three-month period ended ~~June~~September 30, 2020. See Note 5, "Impairments of Goodwill and Other Long-Lived Assets", for discussion of the goodwill impairment recorded during the ~~three month~~three-month period ended March 31, 2020.

The changes in the carrying amount of goodwill by segment as of and for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 were as follows:


In thousands	In thousands	December 31, 2019		Currency translation adjustments		Impairment		June 30, 2020		In thousands	December 31, 2019		Currency translation adjustments		Impairment		September 30, 2020
																			In thousands	December 31, 2019	Currency translation adjustments	Impairment	September 30, 2020
Performance Materials	Performance Materials	$	80,658	$	(45)	$	(48,671)	$	31,942	Performance Materials	$	80,658	$	(22)	$	(48,671)	$	31,965
Technical Nonwovens	Technical Nonwovens	53,254		(1,245)		—		52,009		Technical Nonwovens	53,254		166		0		53,420
Total goodwill	Total goodwill	$	133,912	$	(1,290)	$	(48,671)	$	83,951	Total goodwill	$	133,912	$	144	$	(48,671)	$	85,385

Goodwill Impairment

During the three-month period ended March 31, 2020, the Company performed a goodwill impairment analysis in the Performance Materials and Technical Nonwovens reporting units and recorded a goodwill impairment charge of $48.7 million in the Performance Materials reporting unit. See Note 5, "Impairments of Goodwill and Other Long-Lived Assets", for further discussion of the goodwill impairment.

Other Intangible ~~Assets:~~Assets

The table below presents the gross carrying amount and, as applicable, the accumulated amortization of the Company’s acquired intangible assets other than goodwill included in “Other intangible assets, net” in the Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2020 and December 31, 2019:


		June 30, 2020						December 31, 2019							September 30, 2020				December 31, 2019
In thousands	In thousands	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization		In thousands	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets	Amortized intangible assets									Amortized intangible assets
Customer Relationships	Customer Relationships	$	141,462	$	(39,622)	$	142,400	$	(30,648)	Customer Relationships	$	141,784	$	(44,636)	$	142,400	$	(30,648)
Patents	Patents	760		(661)		759		(607)		Patents	791		(670)		759		(607)
Technology	Technology	2,500		(1,060)		2,500		(977)		Technology	2,500		(1,102)		2,500		(977)
Trade Names	Trade Names	7,205		(5,989)		7,293		(5,143)		Trade Names	7,322		(6,544)		7,293		(5,143)
License Agreements	License Agreements	611		(611)		610		(610)		License Agreements	629		(629)		610		(610)
Other	Other	550		(550)		551		(551)		Other	570		(570)		551		(551)
Total amortized intangible assets		$	153,088	$	(48,493)	$	154,113	$	(38,536)
Total other intangible assets										Total other intangible assets	$	153,596	$	(54,151)	$	154,113	$	(38,536)

5. Impairments of Goodwill and Other Long-Lived Assets

During the three-month period ended March 31, 2020, the Company experienced disruptions in some operations from lower customer demand directly attributable to the COVID-19 pandemic. Many of the Company's automotive customers temporarily ceased operations due to the impact of the COVID-19 pandemic on the global economy resulting in the following:

•The Company’s China facilities carried out a planned ~~shut down~~shutdown in conjunction with the lunar New Year in late January, which was extended to late February as a result of government imposed restrictions. The facilities did not resume operations until late February and ramped back up moderately in line with customer demand. Currently, all of the Company’s plants in China are operating and all of its automotive customer plants in China have re-opened. The Company has not experienced any significant disruption it its supply chains in China since resuming operations;

•On March 20, 2020, the Company announced ~~ramp downs~~ramp-downs at its Thermal Acoustical Solutions ("TAS") operations in North America and Europe as a direct result of customer ~~stoppages;~~stoppages. The Company's facilities in North America and Europe have since resumed operations;

•Leading economic indicators began to signal a broad economic recession and a future decline in automotive sales;

•Certain of the Company’s Performance Materials ("PM") and Technical Nonwovens ("TNW") operations with exposure to automotive end markets also experienced reductions in sales, which, in some cases, have been partially offset by increases in sales of other products. These operations also have exposure to various industrial end markets. Leading economic indicators for certain of these markets also ~~began signaling~~signaled a downturn in demand; and

•The Company's share price and market capitalization experienced a significant decline.

~~The~~During the three-month period ended March 31, 2020, the Company considered the combination of the above to be triggering events that required an impairment analysis for the goodwill held at the PM and TNW reporting units, and for certain long-lived assets. Therefore, during the three-month period ended March 31, 2020, in accordance with both ASC 350 Intangibles - Goodwill and Other, and with ASC 360 Property, Plant & Equipment, the Company performed an impairment analysis of its goodwill held by the PM and TNW reporting units, and on certain of its long-lived assets (principally land, machinery and equipment, customer relationships, and buildings and improvements).

As a result of these impairment tests, the Company recorded the following impairment charges during the three-month period ended March 31, 2020:


In thousands	In thousands	Performance Materials		Technical Nonwovens		Thermal Acoustical Solutions		Totals		In thousands	Performance Materials		Technical Nonwovens		Thermal Acoustical Solutions		Totals
Impairment of goodwill	Impairment of goodwill	$	48,671	$	—	$	—	$	48,671	Impairment of goodwill	$	48,671	$	0	$	0	$	48,671
Impairment of other long-lived assets	Impairment of other long-lived assets	12,438		—		—		12,438		Impairment of other long-lived assets	12,438		0		0		12,438
Total impairments	Total impairments	$	61,109	$	—	$	—	$	61,109	Total impairments	$	61,109	$	0	$	0	$	61,109

Goodwill

During the three-month period ended March 31, 2020, the Company performed a quantitative goodwill impairment assessment for both the PM and TNW reporting units. In the quantitative impairment assessment, the Company weighted equally both an income approach (discounted cash flow model) and a market approach to determine the fair value of the reporting units. The Company’s significant assumptions in the discounted cash flow model included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate.

Lower expected demand in automotive and other end markets due to the COVID-19 pandemic resulted in a reduction in sales and cash generation projections as compared to prior projections for the reporting units. Projected future cash flows includes management estimates and assumptions that are based on the best available information as of the date of the assessment. Future cash flows can be affected by numerous factors including changes in economic, industry or market conditions, changes in the underlying business or products of the reporting unit, changes in competition, and changes in technology. The cash flows of the Company's reporting units can be significantly affected by the depth of the estimated decline in automotive and other end markets and ~~our~~the Company's estimates of the pace and level of their recovery as well as the ability of the Company to increase production in response to the recovery.

The weighted average cost of capital for the PM reporting unit increased from 9.2 percent in the three-month period ended December 31, 2019 to 11.5 percent in the three-month period ended March 31, 2020. The weighted average cost of capital for the TNW reporting unit increased from 9.2 percent in the three-month period ended December 31, 2019 to 10.8 percent in the

three-month period ended March 31, 2020. There are inherent uncertainties and management judgment required in an analysis of goodwill impairment. The Company believes the income approach was appropriate because it provided a fair value estimate based upon the reporting unit's expected long-term operations and cash flow performance.

The Company also used a form of the market approach, which was derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products and services. The EBITDA multiples used in the market approach for both reporting units declined from the three-month period ended December 31, 2019 to the three-month period ended March 31, 2020 due to market-related changes in the industries in which these reporting units operate as a result of COVID-19.

Other assumptions included adding an implied control premium to the valuation based on estimating the fair value on a controlling basis, which was derived from research on control premiums observed in recent mergers and acquisitions in the industries in which the Company operates. The control premium for both reporting units increased by 5 percent from the three-month period ended December 31, 2019 to the three-month period ended March 31, 2020. Control premiums can be higher in periods of depressed stock prices. The Company believes the market approach was appropriate because it provided a fair value using multiples from companies with operations and economic characteristics similar to the PM reporting unit.

The Company also performed an overall reconciliation to corroborate the fair value derived from the income and market approaches to the Company's overall market capitalization. The revised projections, together with a deterioration in the inputs described above, drove a reduction in the fair value of both reporting units. As a result, the carrying value of the PM reporting unit was determined to exceed its fair value by $48.7 million, resulting in the impairment charge. After recording the impairment charge ~~incurred~~ during the three-month period ended March 31, 2020, the remaining goodwill associated with the PM reporting unit was $31.9 million. The fair value of the TNW reporting unit exceeded its carrying value and, therefore, no impairment was required. Any declines in financial projections, including changes to key assumptions, could have a material adverse impact on the fair value of the reporting units, and therefore could result in further impairment charges.

In the three-month period ended December 31, 2019, as part of its annual impairment assessment, the Company determined that the fair value of the PM reporting unit was less than its carrying value and recorded a goodwill impairment of $63.0 million.

Other Long-Lived Assets

During the three-month period ended March 31, 2020, the Company performed the following impairment assessments for ~~long lived~~long-lived assets in accordance with ASC 360:

•As a result of the ~~COVID 19~~COVID-19 pandemic and the Company's action plan to address the risks associated with it, the Company accelerated certain actions. One such action was a review of ~~a low-performing~~an underperforming European plant within the PM segment. As a result of a strategic shift regarding this plant, the Company performed an impairment assessment on the long-lived assets of the plant. To determine the recoverability of this asset group, the Company completed an undiscounted cash flow analysis (income approach) and compared it to the asset group carrying value. The impairment test concluded that the assets were not recoverable asbecause the ~~resulting~~ undiscounted cash flows were less than ~~their~~the carrying amount. The Company determined that the carrying value of the assets exceeded ~~their~~the fair value and recorded a long-lived asset impairment charge of $12.4 million.

•As a result of the temporary plant closures announced on March 20, 2020 in response to the COVID-19 pandemic's effects on the automotive sector, the Company performed impairment assessments on the long-lived assets for its TAS plants. The Company considered each operating plant's asset group, primarily consisting of machinery and equipment, and buildings and improvements. To determine the recoverability of each asset group, the Company completed an undiscounted cash flow analysis (income approach) and compared it to each asset groups' carrying value. For two of the asset groups, the undiscounted cash flows exceeded the carrying value of the asset group so no further assessment of impairment was necessary. For two of the European plants, the undiscounted cash flows did not exceed the plants' carrying values. As part of step two of the impairment assessment, the Company used the market approach to determine fair value based on independent appraisals of the long-lived assets. The Company determined that impairment was not necessary since the fair value of the long-lived asset groups for each operating plant exceeded their carrying amounts.

There were no events or circumstances during the three-month period ended ~~June~~September 30, 2020 that indicated any further triggering events under ASC 360 were present. Changes in future operating results could result in a future non-cash impairment charge.

During the three-month period ended December 31, 2019, the Company determined that fair value of a certain asset group in the PM segment exceeded its carrying value and recorded a long-lived asset impairment charge of $1.2 million.

6. Long-term Debt and Financing Arrangements

On August 31, 2018, the Company amended and restated its $175 million senior secured revolving credit agreement ("2018 Credit Agreement"), which increased the available borrowing from $175 million to $450 million, added ~~three~~3 additional lenders, and extended the maturity date from July 7, 2021 to August 31, 2023. On May 11, 2020, the Company amended its 2018 Credit Agreement ("2020 Amendment") which, among other changes, decreased borrowings from $450 million to $314 million and modified certain financial covenants contained in the 2018 Credit Agreement.

2018 Credit Agreement

Under the terms of the 2018 Credit Agreement, the lenders provided up to a $450 million credit facility (the “Facility”) to the Company, including a term loan commitment of $200 million and revolving loans to or for the benefit of the Company and its subsidiaries of up to $250 million. The Facility was secured by substantially all of the assets of the Company.

Interest was charged on borrowings at the Company’s option of either: (i) Base Rate plus the Applicable Rate, or (ii) the Eurodollar Rate plus the Applicable Rate. The Base Rate is a fluctuating rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate as set by Bank of America, and (c) the Eurocurrency Rate plus 1.00%. The Eurocurrency Rate means (i) if denominated in LIBOR quoted currency, a fluctuating LIBOR per annum rate equal to the London Interbank Offered Rate; (ii) if denominated in Canadian Dollars, the rate per annum equal to the Canadian Dollar Offered Rate; or (iii) the rate per annum as designated with respect to such alternative currency at the time such alternative currency is approved by the Lenders. The Applicable Rate is determined based on the Company’s Consolidated Leverage Ratio (as defined in the 2018 Credit Agreement). The Applicable Rate added to the Base Rate Committed Loans ranged from 0.00% to 1.25%, and the Applicable Rate added to Eurocurrency Rate Committed Loans and Letters of Credit ranged from 0.75% to 2.00%. The Company paid a quarterly fee ranging from 0.15% to 0.275% on the unused portion of the revolving commitment.

The Company has an interest rate swap in place to convert a portion of the Company's borrowings from a variable rate to a fixed rate. See Note 7, "Derivatives" for additional information.

The Company is permitted to prepay term and revolving borrowings in whole or in part at any time without premium or penalty, subject to certain minimum payment requirements, and the Company was generally permitted to irrevocably cancel unutilized portions of the revolving commitments under the 2018 Credit Agreement. The Company is required to repay the term commitment in an amount of $2.5 million per quarter beginning with the quarter ending December 31, 2018 through the quarter ending June 30, 2023.

The 2018 Credit Agreement contained covenants required of the Company and its subsidiaries, including various affirmative and negative financial and operational covenants. The Company was required to meet certain quarterly financial covenants calculated from the four fiscal quarters most recently ended, including: (i) a minimum Consolidated Fixed Charge Coverage Ratio, which requires that at the end of each fiscal quarter the ratio of (a) consolidated EBITDA to (b) the sum of consolidated interest charges, redemptions, non-financed maintenance capital expenditures, restricted payments and taxes paid, each as defined in the 2018 Credit Agreement, may not be lower than 1.25 to 1.0; and (ii) a Consolidated Net Leverage Ratio, which required that at the end of each fiscal quarter the ratio of consolidated funded indebtedness minus consolidated domestic cash to consolidated EBITDA, as defined in the 2018 Credit Agreement, could not be greater than 3.5 to 1.0.

2020 ~~Amendment~~Amendments to the 2018 Credit Agreement

On May 11, 2020, the Company amended its $450 million senior secured revolving 2018 Credit Agreement. The principal purpose of the Amendment was to modify certain financial covenants contained in the 2018 Credit Agreement, at least one of which the Company expected to fail as early as the second quarter of 2020 as a result of the impact of COVID-19. The amended terms and conditions included the following:

•Modified the financial covenants as follows:

◦Consolidated Net Leverage Ratio, which requires that on the last day of each fiscal quarter the ratio not be greater than 6.5:1 through the period ending March 31, 2021, 4.50:1 for the period ending June 30, 2021 through the period ending March 31, 2022, and 3.50:1 for the periods ending June 30, 2022 and thereafter;

◦The minimum Consolidated Fixed Charge Coverage Ratio, which requires that on the last day of each fiscal quarter the ratio not be lower than 1.10:1 calculated on a trailing twelve month basis through the period

ending June 30, 2020, 1.25:1 calculated on a distinct quarterly basis for the periods ended September 30, 2020 through June 30, 2021, and 1.25:1 calculated on a trailing twelve month basis beginning with the period ending September 30, 2021 and thereafter;

•Required the Company maintain a minimum cash and cash equivalents balance of $40 million, excluding deposit accounts in China;

•Decreased the term loan facility from $200 million to $144 million and decreased the revolving credit facility from $250 million to $170 million for a total overall facility of $314 million; and eliminated the accordion feature;

•Established a floor on the Base and Eurocurrrency Rate of 1%;

•Modified the definition of the Applicable Rate, as determined based on the Company’s Consolidated Net Leverage Ratio, by increasing the range for the Base Rate for Committed Loans to 2.00% to 3.25% and increasing the range for the Eurocurrency Rate Committed Loans and Letters of Credit to 3.00% to 4.25%;

•Increased the quarterly commitment fee to 0.375% on the unused portion of the revolving commitment; and

•Required the Company to pay an amendment fee to the Lenders based on their commitment levels.

There was no modification to the maturity date of the facility.

On October 14, 2020, the Company further amended its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the Company's financial covenants. The Company believes that its liquidity resources, including the Facility, are sufficient to meet its working capital needs and other cash requirements. The Company was in compliance with ~~the~~those modified financial covenants at ~~June~~September 30, 2020, and management does not anticipate noncompliance in the foreseeable future.

At ~~June~~September 30, 2020, the Company had ~~$286.0~~$283.5 million of borrowings outstanding and standby letters of credit outstanding of ~~$1.6~~$1.8 million. The borrowings outstanding included a ~~$141.0~~$138.5 million term loan, net of $0.5 million in debt issuance costs being

amortized to interest expense over the debt maturity period. The Company ~~has~~had available borrowings of ~~$23.9~~$23.7 million and $121.6 million at ~~June~~September 30, 2020 and December 31, 2019, respectively.

In addition to the amounts outstanding under the Facility, the Company has various foreign credit facilities totaling approximately ~~$7.1~~$9.4 million. At ~~June~~September 30, 2020, the Company's foreign subsidiaries had ~~$0.1~~$0.2 million in borrowings outstanding as well as $1.3 million in standby letters of credit outstanding.

The Company also has a finance lease ~~agreements~~agreement for ~~machinery and~~ equipment at ~~multiple operations~~a North America operation requiring monthly principal and interest payments through October 31, 2020.

Total outstanding debt consists of:


In thousands	In thousands	Effective Rate		Maturity	June 30, 2020		December 31, 2019		In thousands	Effective Rate		Maturity	September 30, 2020		December 31, 2019
Revolver loan	Revolver loan	5.25	%	8/31/2023	$	144,500	$	126,500	Revolver loan	5.25	%	8/31/2023	$	144,500	$	126,500
Term loan, net of debt issuance costs	Term loan, net of debt issuance costs	5.25	%	8/31/2023	140,996		146,106		Term loan, net of debt issuance costs	5.25	%	8/31/2023	138,536		146,106
Finance leases	Finance leases	1.60	%	2020	14		35		Finance leases	1.60	%	10/31/2020	3		35
					285,510		272,641						283,039		272,641
Less portion due within one year	Less portion due within one year				(9,855)		(9,928)		Less portion due within one year				(9,844)		(9,928)
Total long-term debt, net of debt issuance costs	Total long-term debt, net of debt issuance costs				$	275,655	$	262,713	Total long-term debt, net of debt issuance costs				$	273,195	$	262,713

The weighted average interest rate on long-term debt was ~~4.8%~~5.2% for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 and 4.3% for the year-ended December 31, 2019.

7. Derivatives

The Company selectively uses financial instruments to manage market risk associated with exposure to fluctuations in interest rates and foreign currency rates. These financial exposures are monitored and managed by the Company as an integral part of its risk management program.

Interest Rate Hedging

The Company’s interest rate exposure is most sensitive to fluctuations in interest rates in the United States and Europe, which ~~impact~~impacts interest paid on its debt. The Company has debt with variable rates of interest based generally on LIBOR. From time to time, the Company enters into interest rate swap agreements to manage interest rate risk. These instruments are designated as cash flow hedges and are recorded at fair value (see Note 8, "Fair Value Measurements" for additional information).

In November 2018, the Company entered into a five-year interest rate swap agreement with a bank ~~which converts~~to convert the interest on a notional $139.0 million of the Company's borrowings under its 2018 Credit Agreement from a variable rate, plus the borrowing spread, to a fixed rate of 3.09% plus the borrowing spread. The notional amount reduces quarterly by fluctuating amounts through August 2023. In April 2017, the Company entered into a three-year interest rate swap agreement with a bank ~~which converts~~to convert the interest on a notional $60.0 million of the Company's borrowings from a variable rate, plus the borrowing spread, to a fixed rate of 1.58% plus the borrowing spread. The notional amount reduced quarterly by $5.0 million through March 31, 2020 and is now settled. Prior to May 11, 2020, these interest rate swap agreements were accounted for as cash flow hedges. Effectiveness of the remaining derivative agreement was assessed quarterly, or more frequently, if necessary, by ensuring that the critical terms of the swap continued to match the critical terms of the hedged debt in order to report gains or losses on the derivative instrument in other comprehensive income.

On May 11, 2020, the Company amended its 2018 Credit Agreement, see Note 6, "Long-term Debt and Financing Arrangements". The amendment included, among other modifications, the establishment of a floor on the base and Eurocurrency rate of 1%. As a result, the Company determined that the critical terms of the swap no longer matched the critical terms of the hedged debt and performed an assessment of the effectiveness of the interest rate swap agreement. The Company concluded the interest rate swap agreement is no longer effective. The Company also concluded that the hedged forecasted transaction (the occurrence of variable interest rate payments on the hedged debt) continues to be probable of occurring. Therefore, as of May 11, 2020, the Company discontinued hedge accounting. After May 11, 2020, any fair value gains or losses on the derivative agreement isare recorded as interest expense in the Company's Consolidated Statement of Operations. The cumulative loss on the discontinued hedge relationship through May 11, 2020, which was recorded in Accumulated Other Comprehensive Income, will be amortized into earnings / (losses) ~~earnings~~ through August 31, 2023, the maturity date of the hedged debt. The loss included in Accumulated Other Comprehensive Income related to the discontinued hedging relationship at ~~June~~

September 30, 2020 was ~~$6.9 million.~~$4.5 million, net of tax. The amount reclassified out of other comprehensive income into interest expense on ~~our~~the Company's Condensed Consolidated Statement of Operations for ~~both~~ the three and ~~six months~~nine-months ended ~~June~~September 30, 2020 was ~~$0.5 million.~~$0.9 million and $1.4 million, respectively. The Company expects $~~3.3~~3.1 million to be reclassified from Accumulated Other Comprehensive Income over the next twelve months.

Net Investment Hedges

The Company’s operations are subject to certain risks, including foreign currency exchange rate fluctuations. From time to time, the Company enters into cross-currency swaps designated as hedges, recorded at fair value (see Note 8, "Fair Value Measurements"), to protect the Company's net investments in subsidiaries denominated in currencies other than the US dollar.

In November 2019, the Company entered into 3 fixed-to-fixed cross-currency swaps with banking institutions with aggregate notional amounts totaling €67.8 million ($75 million U.S. dollar equivalent). These swaps hedge a portion of the Company's net investment in a Euro functional currency denominated subsidiary against the variability of exchange rate translation impacts between the U.S. dollar and Euro. These contracts require monthly cash interest exchanges over the life of the contracts with the Company recognizing a reduction to interest expense due to the favorable interest rate differential between the U.S. dollar and Euro. Also, settlement of the notional €22.6 million ($25 million U.S. dollar equivalent) cross-currency swaps occur at maturity dates of August 2021, August 2022 and August 2023. The Company assesses hedge effectiveness of the cross-currency swaps quarterly by ensuring the critical terms of the swaps continue to match the critical terms of the designated net investment. The Company elected to assess effectiveness using the spot method, and as a result, records the interest rate differential monthly in the Company's Statement of Operations.

Derivative instruments are recognized as either assets or liabilities on the balance sheet in either current or non-current other assets or other accrued liabilities or other long-term liabilities depending upon maturity and commitment. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the hedge transaction affects earnings. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. The Company's policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item. The Company does not use derivatives for speculative or trading purposes.

The following table sets forth the fair value amounts of derivative instruments held by the Company presented in the Condensed Consolidated Balance Sheets as Other current assets and Other accrued liabilities:


		June 30, 2020						December 31, 2019							September 30, 2020				December 31, 2019
In thousands	In thousands	Asset Derivatives		Liability Derivatives		Asset Derivatives		Liability Derivatives		In thousands	Asset Derivatives		Liability Derivatives		Asset Derivatives		Liability Derivatives
Interest rate contracts	Interest rate contracts	$	—	$	6,896	$	2	$	4,538	Interest rate contracts	$	0	$	5,967	$	2	$	4,538
Cross-currency swaps	Cross-currency swaps	177		—		—		1,817		Cross-currency swaps	0		3,310		0		1,817
Total derivatives	Total derivatives	$	177	$	6,896	$	2	$	6,355	Total derivatives	$	0	$	9,277	$	2	$	6,355

The following table sets forth the (loss) income recorded in accumulated other comprehensive (loss) income, net of tax, for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019 for derivatives held by the Company and designated as hedging instruments:


		For the Three Months Ended June 30,						For the Six Months Ended June 30,							For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		2020		2019		In thousands	2020		2019		2020		2019
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Interest rate contracts	Interest rate contracts	$	11	$	(1,351)	$	(2,162)	$	(2,026)	Interest rate contracts	$	706	$	(148)	$	(1,059)	$	(2,174)
Cross-currency swaps	Cross-currency swaps	(1,093)		—		1,526		—		Cross-currency swaps	(2,669)		0		(1,143)		0
Total derivatives	Total derivatives	$	(1,082)	$	(1,351)	$	(636)	$	(2,026)	Total derivatives	$	(1,963)	$	(148)	$	(2,202)	$	(2,174)

8. Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•Level 1 - Quoted prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The following table presents the carrying value and fair value of financial instruments that are not carried at fair value:


		June 30, 2020						December 31, 2019							September 30, 2020				December 31, 2019
In thousands	In thousands	Carrying Value		Fair Value		Carrying Value		Fair Value		In thousands	Carrying Value		Fair Value		Carrying Value		Fair Value
Debt	Debt	$	286,000	$	292,543	$	273,000	$	269,434	Debt	$	283,500	$	288,891	$	273,000	$	269,434

The fair values of the Company’s long-term debt outstanding were computed based on discounted future cash flows (observable inputs), as applicable, which falls under Level 2 of the fair value hierarchy. Differences from carrying values are attributable to interest rate changes subsequent to when the transactions occurred.

The fair values of cash and cash equivalents, accounts receivable, net and accounts payable approximate their carrying amounts due to the short-term maturities of these instruments.

Recurring Fair Value Measures

The Company holds derivative instruments for interest rate swap contracts and cross-currency swaps that are measured using observable market inputs such as forward rates and its counterparties' credit risks. Based on these inputs, the derivative instruments are classified within Level 2 of the valuation hierarchy. At ~~June~~September 30, 2020 and December 31, 2019, these derivative instruments were included in other current assets and other accrued liabilities on the Consolidated Balance Sheet. Based on the Company's continued ability to trade and enter into interest rate swaps and cross-currency swaps, the Company considers the markets for their fair value instruments to be open.

Nonrecurring Fair Value Measurements

During the three-month period ended March 31, 2020, the Company incurred a $48.7 million impairment charge for goodwill at its Performance Materials segment and a $12.4 million impairment charge for a certain asset group at one of the Performance Materials' European businesses. See Note 5, "Impairment of Goodwill and Other Long-Lived Assets" for information regarding the calculation of fair value.

9. Equity Compensation Plans

As of ~~June~~September 30, 2020, the Company’s equity compensation plans consisted of the 2003 Stock Incentive Compensation Plan (the “2003 Plan”), and the Amended and Restated 2012 Stock Incentive Plan, (the “2012 Plan” and together with the 2003 Plan, the “Plans”) under which incentive and non-qualified stock options and time and performance based restricted shares have been granted to employees and directors from authorized but unissued shares of common stock or treasury shares. The 2003 Plan is not active, but continues to govern all outstanding awards granted under the plan until the awards themselves are exercised or terminate in accordance with their terms. The 2012 Plan, amended and approved by ~~shareholders~~stockholders on April 24, 2020, authorizes 3.0 million shares of common stock for awards. The 2012 Plan also ~~authorizes~~authorized an additional 19,720 shares of common stock to the extent awards granted under prior stock plans that were outstanding as of April 24, 2020 are forfeited. The 2012 Plan provides for the following types of awards: options, restricted stock, restricted stock units and other stock-based awards. During the fourth quarter of 2019, additional shares of common stock were issued pursuant to separate inducement share agreements with ~~two~~2 individuals as material inducement to their employment with the Company (the "Inducement Grants"). The Inducement Grants awarded stock options and restricted stock to the ~~two~~2 individuals. Amounts shown below are inclusive of the Plans and the Inducement Grants.

The Company accounts for the expense of all share-based compensation by measuring the awards at fair value on the date of grant. The Company recognizes expense on a straight-line basis over the vesting period of the entire award. Options issued by

the Company under its stock option plans have a term of ten years and generally vest ratably over a period of three to four years. Time-based and performance-based restricted stock grants are expensed over the vesting period of the award, which is typically two to four years. The number of performance-based restricted shares that ultimately vest ~~or forfeit depend~~depends upon achievement of certain ~~targets during~~relative performance metrics as measured against the performance of the S&P 600 industrial index during a three-year performance period. The Company estimates the grant date value of performance awards using a Monte Carlo simulation model on the date of grant. The Company accounts for forfeitures as they occur. Compensation expense for performance-based awards granted prior to December 2018 is recorded based upon the service period and management’s assessment of the probability of achieving the performance goals and will be adjusted based upon actual achievement. In December 2018, the performance metric changed to a 3-year relative Total Shareholder Return ("TSR") compared to the S&P 600 industrial index instead of a pre-established earnings-per-share target to better align compensation to the long-term interests of shareholders. Stock options issued under the current plan must have an exercise price that may not be less than the fair market value of the Company’s common stock on the date of grant. The Plans provide for automatic acceleration of vesting in the event of a change in control of the Company.

The Company incurred equity compensation expense of ~~$0.9~~$0.7 million and ~~$0.5~~$0.6 million for the three-month periods ended ~~June~~September 30, 2020 and 2019, respectively, and ~~$1.8~~$2.5 million and ~~$1.5~~$2.1 million for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, respectively, for the Plans, including restricted stock awards. The Company also incurred equity compensation expense of $0.2 million and $0.2 million for the three-month periods ended September 30, 2020 and 2019, respectively, and $0.5 million and $0.5 million for the nine-month periods ended September 30, 2020 and 2019, respectively, for stock awards granted to Directors. No equity compensation costs were capitalized as part of inventory.

Stock Options

The following table is a summary of outstanding and exercisable options for the ~~three-month~~three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020:


		For the Three Months Ended June 30, 2020						For the Six Months Ended June 30, 2020					For the Three Months Ended September 30, 2020				For the Nine Months Ended September 30, 2020
In thousands except per share amounts	In thousands except per share amounts	Shares	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price			In thousands except per share amounts	Shares	Weighted- Average Exercise Price			Shares	Weighted- Average Exercise Price
Stock Options outstanding at the beginning of the period	Stock Options outstanding at the beginning of the period	761	$	26.35	683	$	27.15		Stock Options outstanding at the beginning of the period	748	$	25.36		683	$	27.15
Granted	Granted	58	$	9.41	169	$	17.44		Granted	11	$	16.27		180	$	17.37
Exercised	Exercised	—	$	—	(4)	$	8.67		Exercised	0	$	0		(4)	$	8.67
Forfeited or Expired	Forfeited or Expired	(71)	$	22.85	(100)	$	24.91		Forfeited or Expired	(71)	$	26.25		(171)	$	25.46
Stock Options outstanding at June 30, 2020		748	$	25.36	748	$	25.36
Stock Options outstanding at September 30, 2020									Stock Options outstanding at September 30, 2020	688	$	25.11		688	$	25.11

Exercisable at June 30, 2020		297	$	33.80	297	$	33.80
Unvested at June 30, 2020		451	$	19.79	451	$	19.79
Exercisable at September 30, 2020									Exercisable at September 30, 2020	305	$	32.54		305	$	32.54
Unvested at September 30, 2020									Unvested at September 30, 2020	383	$	19.20		383	$	19.20

There was 0 cash received from exercise of stock options during the three-month period ended ~~June~~September 30, 2020. The amount of cash received from the exercise of stock options was less than $0.1 million during the ~~six-month~~nine-month period ended ~~June~~September 30, 2020. The intrinsic value of stock options exercised was less than $0.1 million with a tax benefit of less than $0.1 million during the ~~three-month and six-month periods~~nine-month period ended ~~June~~September 30, 2020.

At ~~June~~September 30, 2020, the total unrecognized compensation cost related to non-vested stock option awards was approximately ~~$2.7~~$2.1 million, with a weighted average expected amortization period of ~~2.9~~2.7 years.

Restricted Stock

Restricted stock includes both performance-based and time-based awards. The following is a summary of the Company's unvested time-based restricted shares for the ~~three-month~~three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020:


		For the Three Months Ended June 30, 2020	For the Six Months Ended June 30, 2020		For the Three Months Ended September 30, 2020	For the Nine Months Ended September 30, 2020
In thousands	In thousands	Shares	Shares	In thousands	Shares	Shares
Unvested at the beginning of the period	Unvested at the beginning of the period	203	159	Unvested at the beginning of the period	220	159
Granted	Granted	23	77	Granted	0	77
Vested	Vested	—	(3)	Vested	(5)	(8)
Forfeited or Expired	Forfeited or Expired	(6)	(13)	Forfeited or Expired	(12)	(25)
Unvested at June 30, 2020		220	220
Unvested at September 30, 2020				Unvested at September 30, 2020	203	203

The following is a summary of the Company's unvested performance-based restricted shares for the ~~three-month~~three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020:


		For the Three Months Ended June 30, 2020	For the Six Months Ended June 30, 2020		For the Three Months Ended September 30, 2020	For the Nine Months Ended September 30, 2020
In thousands	In thousands	Shares	Shares	In thousands	Shares	Shares
Unvested at the beginning of the period	Unvested at the beginning of the period	154	129	Unvested at the beginning of the period	161	129
Granted	Granted	25	66	Granted	5	71
Vested	Vested	—	—	Vested	0	0
Forfeited or Expired	Forfeited or Expired	(18)	(34)	Forfeited or Expired	(18)	(52)
Unvested at June 30, 2020		161	161
Unvested at September 30, 2020				Unvested at September 30, 2020	148	148

At ~~June~~September 30, 2020, there were ~~381,242~~350,348 total unvested restricted stock awards with total unrecognized compensation cost related to these awards of ~~$5.3~~$4.4 million with a weighted average expected amortization period of ~~2.2~~2.1 years. ~~Compensation expense for~~

~~performance-based awards is recorded based on the service period and management’s assessment of the probability of achieving the performance goals.~~

10. Stock Repurchases

During the ~~six-month~~nine-month period ended ~~June~~September 30, 2020, the Company purchased ~~916~~2,340 shares of common stock valued at less than $0.1 million, through tax withholding, pursuant to provisions in agreements with recipients of restricted stock granted under the Company’s equity compensation plans, in which the Company withholds that number of shares having fair value equal to each recipient’s minimum tax withholding due.

11. Employer Sponsored Benefit Plans

~~Prior to the three-month period ended June 30, 2020, the~~The Company ~~maintained two~~maintains one domestic pension ~~plans:~~plan: the Retirement Income Plan for Employees of Interface Performance Materials, Inc. ("IPM ~~Pension Plan"), and the Interface Sealing Solutions, Inc. Pension Plan ("ISS~~ Pension Plan"). During the three-month period ended March 31, 2020, the Company settled the pension obligation of the Interface Sealing Solutions, Inc. Pension Plan ("ISS Pension ~~Plan~~Plan") through lump sum distributions to participants or by irrevocably transferring pension liabilities to an insurance company through the purchase of a group annuity contract. This purchase, funded with pension assets, resulted in a pre-tax settlement loss of $0.4 million in the three-month period ended March 31, 2020, related to the recognition of accumulated deferred actuarial losses. The settlement loss and expenses were included as non-operating expense in the condensed consolidated statements of operations.

The IPM Pension Plan covers a portion of Interface's union and non-union employees. The plan is closed to new employees and benefits are no longer accruing for the majority of participants. The Company expects to make required contributions of approximately $1.2 million to the IPM Pension Plan during 2020. There were 0 contributions made during the three-month period ended ~~June~~September 30, 2020, as the Company took advantage of the delay in minimum funding contribution due dates as allowed under the CARES Act, and is delaying payment of the minimum funding contributions of $0.3 million originally due during April 2020, and $0.3 million originally due during July 2020. ~~This~~These and other required minimum funding contributions for the remainder of 2020 will be made later in 2020. Contributions of $0.4 million were made during the ~~six-month~~nine-month period ended ~~June~~September 30, 2020. Contributions of $0.3 million and ~~$0.9~~$1.1 million were made during the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, respectively, inclusive of contributions made to the ISS Pension Plan.

Prior to 2020, the Company also maintained the U.S. Lydall Pension Plan. During the second quarter of 2019, the Company settled the pension obligation of the U.S. Lydall Pension Plan through lump sum distributions to participants or by irrevocably transferring pension liabilities to two insurance companies through the purchase of group annuity contracts. ~~NaN contributions were made to the U.S. Lydall Pension Plan during the three-month and six-month periods ended June 30, 2019.~~

The following is a summary of the components of net periodic benefit cost for the domestic defined benefit pension plans for

the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019:


		For the Three Months Ended June 30,						For the Six Months Ended June 30,							For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		2020		2019		In thousands	2020		2019		2020		2019
Components of employer benefit cost	Components of employer benefit cost									Components of employer benefit cost
Service cost	Service cost	$	40	$	30	$	80	$	60	Service cost	$	40	$	30	$	120	$	90
Interest cost	Interest cost	428		833		857		1,827		Interest cost	428		530		1,285		2,356
Expected return on assets	Expected return on assets	(532)		(744)		(1,065)		(1,616)		Expected return on assets	(532)		(488)		(1,597)		(2,105)
Amortization of actuarial loss	Amortization of actuarial loss	—		186		2		464		Amortization of actuarial loss	0		0		2		464
Net periodic benefit cost	Net periodic benefit cost	$	(64)	$	305	$	(126)	$	735	Net periodic benefit cost	$	(64)	$	72	$	(190)	$	805
Settlement loss	Settlement loss	—		25,515		385		25,515		Settlement loss	0		186		385		25,701
Total employer benefit plan cost	Total employer benefit plan cost	$	(64)	$	25,820	$	259	$	26,250	Total employer benefit plan cost	$	(64)	$	258	$	195	$	26,506

The Company reports the service cost component of net periodic benefit cost in the same line item as other compensation costs in operating expenses and the non-service cost components of net periodic benefit cost in other income.

12. Restructuring

During the third quarter of 2020, the Company’s Performance Materials segment undertook actions to discontinue production of a lower efficiency air filtration media product and, in turn, fully depreciated the supporting machinery and equipment in North America and consolidated certain product lines and began exiting underperforming facilities in Europe. These restructuring activities, which are projected to conclude in the first half of 2021, are expected to reduce operating costs, increase production efficiency, and enhance the Company’s flexibility by better aligning its manufacturing operations with the segment's customer base. Accordingly, the Company expects to record total pre-tax expenses of approximately $17.0 to $20.0 million, primarily related to severance and employee retention expenses, in connection with these restructuring activities, of which approximately $11.5 to $14.5 million are expected to result in cash expenditures. The Company incurred non-cash expenditures of approximately $5.5 million, which consisted of fully depreciating and/or amortizing long-lived assets and, to a lesser extent, writing-off inventory.

In North America, the Company decided to shut down 2 underperforming nonwoven manufacturing carded lines and ancillary equipment, originally acquired in 2018, that served commercial and residential HVAC markets with low to medium efficiency air filtration media. The Company experienced lower demand as a result of COVID-19, which accelerated a market shift from lower efficiency air filtration media to higher performance rated air filtration media. As a result, the Company recorded a pre-tax restructuring charge of $5.4 million, primarily due to accelerated depreciation of property, plant and equipment and other intangible assets. The Company does not anticipate incurring additional restructuring expenses related to the closure of these manufacturing Carded lines.

The Company undertook actions to consolidate global production facilities in the Sealing & Advanced Solutions business from 5 facilities to 4, resulting in the closure of an underperforming facility in Germany. In the first quarter of 2020, the Company performed an impairment analysis of the long-lived assets and determined that the carrying value of the assets did not exceed their fair value and recorded an impairment charge of $12.4 million (see Note 5, “Impairments of Goodwill and Other Long-Lived Assets” for additional information). The closure is expected to be completed in the first quarter of 2021. In addition, the Company decided to close a small volume membrane filtration production facility in the Netherlands. In the fourth quarter of 2019, the Company performed an impairment of the long-lived assets for this facility and recorded an impairment charge of $1.2 million. The assets have been fully depreciated through September 30, 2020. The closure is expected to be completed in the second quarter of 2021.

As a result of the 2 facility closures in Europe, the Company recorded pre-tax restructuring charges of $9.6 million consisting of severance costs, legal expenses, and inventory write-offs and anticipates it could incur an additional $2.0 million to $5.0 million in restructuring expenses, primarily related to severance costs from these facility closures.

The following table summarizes the total restructuring charges by cost type:


In Thousands	Severance and Related Expenses		Facility Exit and Asset Write-Off Expenses		Total
Expense incurred during quarter ended:
September 30, 2020	$	9,484	$	5,500	$	14,984
Total pre-tax expense incurred	$	9,484	$	5,500	$	14,984

For the three and nine-month periods ended September 30, 2020, $15.0 million was included in restructuring expenses on the Company’s Condensed Consolidated Statements of Operations with $14.8 million recorded in the Performance Materials segment and $0.2 million recorded within Corporate Office expenses.

There were cash outflows of $0.2 million for the restructuring program for the three and nine months ended September 30, 2020.

The following table summarizes the accrued liability balance by cost type for the restructuring actions:


In Thousands	Total
Balance as of December 31, 2019	$	0
Pre-tax restructuring expenses, excluding asset write-off expenses	9,485
Cash paid	(203)
Currency translation adjustments	(119)
Balance as of September 30, 2020	$	9,163

The above accrued liability balances were included in Other accrued liabilities on the Company’s Condensed Consolidated Balance Sheets.

13. Income Taxes

lower effective tax rate when in a pre-tax loss position. For the three months ended ~~June~~September 30, 2019, the Company had a pre-tax loss primarily resulting from a pension plan settlement of $25.5 million, resulting in a $10.5 million tax benefit. Excluding the tax benefit of the pension plan settlement, the Company's effective tax rate ~~for the three months ended June 30, 2019 was 22.7%. This~~ was negatively impacted by ~~valuation allowance activity of $0.9 million, partially offset by the Company's geographical mix of earnings.~~losses in jurisdictions in which no tax benefit can be recognized.

For the ~~six-month~~nine-month period ended ~~June~~September 30, 2020, the Company's effective tax rate was ~~4.0%~~6.3% compared to an effective tax rate of ~~69.7%~~97.0% for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019. For the ~~six~~nine months ended ~~June~~September 30, 2020, the Company had a pre-tax loss primarily resulting from impairment charges of $61.1 million. The impairment charges significantly impacted the Company's effective tax rate because $48.7 million of the impairment charges related to non-deductible goodwill, resulting in a low effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2020 when in a pre-tax loss position. Additionally, the effective rate was negatively impacted by valuation allowance activity of ~~$0.7~~$2.7 million. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, the Company ~~had~~recorded a ~~pre-tax loss~~tax benefit of $5.5 million primarily ~~resulting from a~~driven by $10.5 million of tax benefit related to the pension plan ~~settlement of $25.5 million, resulting in a $10.5 million tax benefit.~~settlement. Excluding the tax benefit of the pension plan settlement, the Company's effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2019 was ~~22.5%~~25.2%. This was negatively impacted by ~~valuation allowance activity of $1.2~~$1.8 million from losses in jurisdictions in which no tax benefit can be recognized, partially offset by the Company's geographical mix of earnings.

The Company and its subsidiaries file a consolidated federal income tax return, as well as returns required by various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities, including such major jurisdictions as the United States, Canada, China, France, Germany, Hong Kong, India, the Netherlands, and the United Kingdom. With few exceptions, the Company is no longer subject to U.S. federal examinations for years before 2016, state and local examinations for years before 2015, and non-U.S. income tax examinations for years before 2013.

carryforwards in which no tax benefit can be recognized, stock vesting, pension plan terminations, the completion of acquisitions or divestitures, changes in tax rates or tax laws and the completion of ongoing tax planning strategies and audits.

On July 20, 2020, the U.S. Treasury Department and IRS released T.D. 9902 final regulations for publication in the Federal Register related to the global intangible low-taxed income (“GILTI”) high-tax exception. The final regulations largely adopt the framework of the 2019 proposed regulations, with certain key departures. The most significant departures are that an election to apply the GILTI high-tax exception may be made annually instead of once every five years, and that the calculation is made with respect to each “tested unit” of a controlled foreign corporation, rather than on a qualified business unit by qualified business unit basis. The company ~~is evaluating~~has evaluated the final regulations and ~~is assessing potential~~included the impacts of these changes toin the Company’s third quarter financial statements.

~~13. Loss~~14. (Loss) Earnings Per Share

For the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, basic earnings per share were computed by dividing net ~~loss~~(loss) income by the weighted average number of shares of common stock outstanding during the period. Unexercised stock options and unvested restricted shares are excluded from this calculation but are included in the diluted earnings per share calculation using the treasury stock method as long as their effect is not antidilutive.

The following table provides a reconciliation of weighted-average shares used to determine basic and diluted earnings per share:


		For the Three Months Ended June 30,			For the Six Months Ended June 30,				For the Three Months Ended September 30,		For the Nine Months Ended September 30,
In thousands	In thousands	2020	2019	2020	2019	In thousands	2020	2019	2020	2019
Basic weighted-average common shares outstanding	Basic weighted-average common shares outstanding	17,372	17,267	17,354	17,260	Basic weighted-average common shares outstanding	17,384	17,270	17,364	17,264
Effect of dilutive options and restricted stock awards	Effect of dilutive options and restricted stock awards	—	—	—	—	Effect of dilutive options and restricted stock awards	0	60	0	0
Diluted weighted-average common shares outstanding	Diluted weighted-average common shares outstanding	17,372	17,267	17,354	17,260	Diluted weighted-average common shares outstanding	17,384	17,330	17,364	17,264

Dilutive stock awards totaling ~~4,432~~77,707 and ~~19,710~~28,085 shares of Common Stock were excluded from the diluted per share computation for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020, as the Company reported a net loss during those periods and, therefore, the effect of including these options would be antidilutive. Dilutive stock options totaling ~~54,713 and 69,730~~53,892 shares of Common Stock were excluded from the diluted per share computation for the ~~three-month and six-month periods~~nine-month period ended ~~June~~September 30, 2019, as the Company reported a net loss during that period and, therefore, the effect of including these options would be antidilutive.

For each of the three-month periods ended ~~June~~September 30, 2020 and 2019, stock options for ~~732,512~~658,654 shares and ~~520,189~~584,725 shares of Common Stock were not considered in computing diluted earnings per common share because they were antidilutive.

For each of the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, stock options for ~~715,046~~722,006 shares and ~~521,293~~542,669 shares of Common Stock were not considered in computing diluted earnings per common share because they were antidilutive.

~~14.~~15. Segment Information

As of ~~June~~September 30, 2020, the Company’s reportable segments were Performance Materials, Technical Nonwovens, and Thermal Acoustical Solutions.

Performance Materials Segment

The Performance Materials segment includes filtration media solutions primarily for air, fluid power, life science and industrial applications (“Filtration”), and sealing and gasket solutions, thermal insulation, energy storage, and other engineered products (“Sealing and Advanced Solutions”).

Filtration products include LydAir® MG (Micro-Glass) Air Filtration Media, LydAir® MB (Melt Blown) Air Filtration Media, LydAir® SC (Synthetic Composite) Air Filtration Media, and Arioso® Membrane Composite Media. These high efficiency specialty filtration products constitute the critical filtration media component of clean-air systems for applications in ~~clean-space, commercial, industrial~~Indoor Air Quality (commercial, residential, and ~~residential~~specialized HVAC applications such as cleanrooms and hospital environments), respiratory Personal Protective Equipment (N95 respirators and surgical masks), power generation, ~~respiratory protection (including face mask material),~~ and specialty industrial ~~processes. The Company~~process applications. Lydall has leveraged its extensive technical expertise and applications knowledge into a suite of media products covering the vast liquid filtration landscape across the transportation and industrial fields. The LyPore® Liquid Filtration Media series address a variety of application needs in fluid power including hydraulic filters, air-water and air-oil

coalescing, industrial fluid processes and diesel fuel filtration. LyPore® media and Solupor® ultra-high molecular weight polyethylene membranes also serve critical liquid filtration/separation applications such as biopharmaceutical pre-filtration and clarification, lateral flow diagnostic and analytical testing, potable water filtration and high purity process filtration such as those found in food and beverage and medical applications.

Sealing and Advanced Solutions products include nonwoven specialty engineered materials for a multitude of applications. Interface fiber-reinforced gasket materials serve the heavy-duty diesel, automobile, small engine, transmission and compressor markets. These products handle demanding sealing challenges with a diverse range of metallic, non-metallic, rubber-coated and laminate materials that comprise the extensive Sealing materials portfolio. Interface Engineered Components are ~~ready to use~~ready-to-use soft and hard gasket parts sold directly to OEMs and aftermarket applications. An example is Select-a-Seal® rubber-edged composite (REC) technology that provides robust sealing, compression, adhesion, and shear strength for driveline applications. Advanced Solutions’ nonwoven veils, papers, and specialty composites for the building products, appliance, energy, and industrial markets include Manniglas® Thermal Insulation Papers, and Lytherm® Insulation Media for high temperature technology applications. The Company's Cryotherm® Super-Insulating Media, CRS-Wrap® Super-Insulating Media and Cryo-Lite® Cryogenic Insulation products are industry standards for state-of-the-art cryogenic insulation designs used by manufacturers of cryogenic equipment for liquid gas storage, piping, and transportation. Additional specialty composite materials include specialty fiber calendar bowl products to service the printing and textile industries and press pad materials for industrial lamination processes.

Technical Nonwovens Segment

The Technical Nonwovens segment primarily produces needle punch nonwoven solutions for a multitude of industries and applications. Products are manufactured and sold globally under the leading brands of Lydall Industrial Filtration, Southern Felt, Gutsche, and Texel. Industrial Filtration products include nonwoven rolled-good felt media and filter bags used primarily in industrial air and liquid filtration applications. Nonwoven filter media is an effective solution to satisfy increasing emission control regulations in a wide range of industries, including power, cement, steel, asphalt, incineration, mining, food, and pharmaceutical. Advanced Materials products include nonwoven rolled-good media used in commercial applications and predominantly serves the geosynthetics, automotive, industrial, medical, and safety apparel markets. Automotive media is provided to Tier I/II suppliers as well as the Company's Thermal Acoustical Solutions segment.

Technical Nonwovens segment products include air and liquid filtration media sold under the brand names Fiberlox® high performance filtration felts, Checkstatic™ conductive filtration felts, Microfelt® high efficiency filtration felts, Pleatlox® pleatable filtration felts, Ultratech™ PTFE filtration felts, Powertech® and Powerlox® power generation filtration felts, Microcap® high efficiency liquid filtration felts, Duotech membrane composite filtration felts, along with ~~our~~the porotex® family of high temperature filtration felts including microvel® and optivel® products. Technical Nonwovens Advanced Materials

products are sold under the brand names Thermofit® thermo-formable products, Ecoduo® recycled content materials, Duotex® floor protection products, and Versaflex® composite molding materials. Technical Nonwovens also offers extensive finishing and coating capabilities which provide custom engineered properties tailored to meet the most demanding applications. The business leverages a wide range of fiber types and extensive technical capabilities to provide products that meet ~~our~~ customers’ needs across a variety of applications providing both high performance and durability.

Thermal Acoustical Solutions Segment

The Thermal Acoustical Solutions segment offers a full range of innovative engineered products tailored for the transportation and industrial sectors to thermally shield sensitive components from high heat, improve exhaust gas treatment and lower harmful emissions as well as assist in the reduction of noise, vibration, and harshness (NVH). Within the transportation sector, the Company’s products are found in the interior (dash insulators, cabin flooring), underbody (wheel well, aerodynamic belly pan, fuel tank, exhaust, tunnel, spare tire) and under hood (engine compartment, outer dash, powertrain, catalytic converter, turbo charger, manifolds) of cars, trucks, SUVs, heavy duty trucks, and recreational vehicles.

Thermal Acoustical Solutions segment products offer thermal and acoustical insulating solutions comprised of organic and inorganic fiber composites that provide weight reduction, superior noise suppression and increased durability over conventional designs, as well as products that efficiently combine multiple layers of metal and thermal - acoustical insulation media to provide an engineered shielding solution for an array of application areas. Lydall’s dBCore® is a lightweight acoustical composite that emphasizes absorption principles over heavy-mass type systems. Lydall’s dBLyte® is a high-performance acoustical barrier with sound absorption and blocking properties and can be used throughout a vehicle’s interior to minimize intrusive noise from an engine compartment and road. Lydall’s ZeroClearance® is an innovative thermal solution that utilizes an adhesive backing for attachment and is used to protect vehicle components from excessive heat. Lydall’s flux® product family includes several patented or IP-rich products that address applications which include: Direct Exhaust Mount heat shields, which are assembled to high temperature components like catalytic converters, turbochargers or exhaust manifolds using

aluminized and stainless steel and high performance and high temperature heat insulating materials; Powertrain heat shields that absorb noise at the source and do not contribute to the engine's noise budget; and durable, thermally robust solutions for temperature sensitive plastic components such as fuel tanks that are in proximity to high temperature heat sources.

The tables below present net sales and operating income by segment for the three-month and ~~six- month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, and also a reconciliation of total segment net sales and operating income to total consolidated net sales and operating income.

Consolidated net sales by segment:

For the Three Months Ended
June 30, For the Six Months Ended
June 30,
In thousands 2020 2019 2020 2019
Performance Materials Segment:
Filtration $ 29,636 $ 24,732 $ 55,523 $ 48,666
Sealing and Advanced Solutions 28,837 40,370 68,170 81,016
Performance Materials Segment net sales 58,473 65,102 123,693 129,682
Technical Nonwovens Segment (1):
Industrial Filtration 29,413 38,706 60,782 81,070
Advanced Materials (2) 22,594 30,372 48,628 53,614
Technical Nonwovens Segment net sales 52,007 69,078 109,410 134,684
Thermal Acoustical Solutions Segment:
Parts 32,448 85,705 109,769 170,281
Tooling 5,000 7,567 11,440 17,304
Thermal Acoustical Solutions Segment net sales 37,448 93,272 121,209 187,585
     Eliminations and Other (2) (1,768) (6,641) (7,625) (13,115)
Consolidated Net Sales $ 146,160 $ 220,811 $ 346,687 $ 438,836


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
In thousands	2020		2019		2020		2019
Performance Materials Segment:
Filtration	$	30,899	$	22,427	$	86,422	$	71,093
Sealing and Advanced Solutions	36,918		37,573		105,088		118,589
Performance Materials Segment net sales	67,817		60,000		191,510		189,682

Technical Nonwovens Segment (1):
Industrial Filtration	29,643		32,935		90,425		114,005
Advanced Materials (2)	28,866		30,977		77,494		84,591
Technical Nonwovens Segment net sales	58,509		63,912		167,919		198,596

Thermal Acoustical Solutions Segment:
Parts	79,687		80,309		189,456		250,591
Tooling	5,836		7,617		17,276		24,920
Thermal Acoustical Solutions Segment net sales	85,523		87,926		206,732		275,511





Eliminations and Other (2)	(4,764)		(6,564)		(12,389)		(19,679)
Consolidated Net Sales	$	207,085	$	205,274	$	553,772	$	644,110

Operating income (loss) by segment:


		For the Three Months Ended June 30,						For the Six Months Ended June 30,							For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		2020		2019		In thousands	2020		2019		2020		2019
Performance Materials (3)	Performance Materials (3)	$	5,443	$	3,303	$	(51,498)	$	4,762	Performance Materials (3)	$	(6,759)	$	712	$	(58,257)	$	5,474
Technical Nonwovens (1),(2),(4)	Technical Nonwovens (1),(2),(4)	6,684		7,844		10,497		12,578		Technical Nonwovens (1),(2),(4)	5,061		7,165		15,558		19,743
Thermal Acoustical Solutions	Thermal Acoustical Solutions	(6,285)		7,357		(657)		16,848		Thermal Acoustical Solutions	1,174		5,022		517		21,870

Corporate Office Expenses	Corporate Office Expenses	(7,588)		(5,325)		(15,656)		(11,959)		Corporate Office Expenses	(8,757)		(5,452)		(24,413)		(17,411)
Consolidated Operating Income	Consolidated Operating Income	$	(1,746)	$	13,179	$	(57,314)	$	22,229	Consolidated Operating Income	$	(9,281)	$	7,447	$	(66,595)	$	29,676

(1)The Technical Nonwovens segment includes the results of Geosol through the date of disposition of May 9, 2019.

(2)Included in the Technical Nonwovens segment and Eliminations and Other is ~~$1.4~~the following:

•$3.9 million and ~~$4.6~~$4.3 million inof intercompany sales to the Thermal Acoustical Solutions segment for the three-month periods ended ~~June~~September 30, 2020 and 2019, ~~respectively, and $6.4~~respectively.

•$10.2 million and ~~$9.3~~$13.6 million inof intercompany sales to the Thermal Acoustical Solutions segment for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~2019, respectively.

(3)Included in the Performance Materials segment is ~~$61.1~~the following:

•$61.1 million of impairment charges related to goodwill and other long-lived assets for the ~~six-month~~nine-month period ended ~~June~~September 30, ~~2020, $4.0~~2020.

•$14.8 million restructuring charges for the three and nine-month periods ending September 30, 2020.

•$4.0 million and $4.1 million of intangible assets amortization for the three-month periods ended ~~June~~September 30, 2020 and 2019, ~~respectively, and $7.9~~respectively.

•$11.9 million and ~~$8.1~~$12.2 million of intangible assets amortization for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, respectively.

(4)Included in the Technical Nonwovens segment is ~~$1.2~~the following:

•$1.2 million and $1.3 million of intangible assets amortization for the three-month periods ended ~~June~~September 30, 2020 and 2019, ~~respectively, and $2.3~~respectively.

•$3.5 million and ~~$2.6~~$3.8 million of intangible assets amortization for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~2019, respectively.

~~15.~~16. Commitments and Contingencies

Environmental Remediation

In the fourth quarter of 2016, as part of a groundwater discharging permitting process, water samples collected from wells and process water basins at the Company’s Rochester New Hampshire manufacturing facility, within the Performance Materials segment, showed concentrations of Per and Polyfluorinated Substances (“PFAS”) in excess of state ambient groundwater quality standards. In January 2017, the Company received a notification from the State of New Hampshire Department of Environmental Services (“NHDES”) naming Lydall Performance Materials, Inc. a responsible party with respect to the discharge of regulated contaminants and, as such, is required to take action to investigate and remediate the impacts in accordance with standards established by the NHDES. The Company conducted a site investigation, the scope of which was reviewed by the NHDES, in order to assess the extent of potential soil and groundwater contamination and develop a remedial action. Based on input received from NHDES in March 2017 with regard to the scope of the site investigation, the Company recorded $0.2 million of expense. In 2018, the Company received a response from the NHDES to the site investigation report outlining proposed remedial actions. The Company recorded an additional $0.1 million of expense in 2018 associated with the expected costs to remediate the impacts of the discharge of regulated contaminants in accordance with standards established by the NHDES. During 2018 the environmental liability was fully reduced reflecting payments made to vendors, resulting in 0 balance at December 31, 2018. Additionally, the Company incurred $0.2 million of capital expenditures in 2018, in relation to the lining of the Company's fresh water lagoons. The site investigation isand remedial action plan are ongoing. The Company cannot be sure that costs will not exceed the current estimates until this matter is closed with the NHDES, nor that any future corrective action at this location would not have a material effect on the Company’s financial condition, results of operations or cash flows.

In December 2018, the New York State Department of Environmental Conservation (“NYDEC”) informed the Company that the newly acquired Interface site located at Hoosick Falls, NY will be the subject of an investigation in to the possibility of it being an inactive hazardous disposable waste site. The letter specifically references PFAS that have been detected in a nearby water supply, soil and/or surface water. Notably, the PFAS contamination has been identified in the Hoosick Falls area for some time and other large manufacturers in the area have previously been identified as a source. The NYDEC approved a site characterization plan in December 2019. The Company recorded expense of $0.3 million in the fourth quarter of 2019 as a result of the site characterization plan preparation and site characterization activities. Additional site characterization activities ~~which will continue when~~are planned for the ~~COVID-19 crisis abates to a point where the site investigation can safely proceed.~~fourth quarter of 2020. The Company does not know the scope or extent of its future obligations, if any, that may arise from the site investigation and therefore is unable to estimate the cost of any corrective action. Accordingly, the Company cannot assure that the costs of any future corrective at this location would not have a material effect on the Company's financial condition, results of operations or cash flows.

limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, and presently enacted laws and regulations. In future periods, a number of factors could significantly impact any estimates of environmental remediation costs.

~~16. Changes in~~

17. Stockholders' Equity and Accumulated Other Comprehensive Income ~~(Loss)~~

Changes in stockholders' equity for the three and nine-month periods ended September 30, 2020 were as follows:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
In thousands	2020		2019		2020		2019
Beginning Balance	$	253,262	$	387,105	$	318,420	$	369,275
Comprehensive (loss) income, net of tax	(5,477)		(5,849)		(72,474)		10,773
Stock repurchased	(23)		(7)		(31)		(62)
Stock issued under employee plans	0		5		4		5
Stock-based compensation expense	551		417		2,006		1,611
Stock issued to directors	0		0		388		252
Adoption of ASC 606 (1)	0		0		0		(183)



Ending Balance	$	248,313	$	381,671	$	248,313	$	381,671

The ~~following table discloses the changes by classification within~~components of accumulated other comprehensive (loss) income ~~(loss) for~~are shown below:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
In Thousands	2020		2019		2020		2019
Foreign currency translation:
Beginning balance	$	(22,833)	$	(16,128)	$	(18,022)	$	(18,458)
Net gain (loss) on foreign currency translation	8,245		(8,726)		3,434		(6,396)
Other comprehensive income (loss), net of tax	8,245		(8,726)		3,434		(6,396)
Ending balance	(14,588)		(24,854)		(14,588)		(24,854)

Pension and other postretirement benefit plans:
Beginning balance	(2,749)		(2,879)		(3,080)		(22,253)
Amounts reclassified from accumulated other comprehensive (loss) income (2)	(49)		21		282		19,395
Other comprehensive (loss) income, net of tax	(49)		21		282		19,395
Ending balance	(2,798)		(2,858)		(2,798)		(2,858)

Unrealized gain/(loss) on derivative instruments:
Beginning balance	(5,116)		(4,000)		(4,877)		(1,974)
Net loss on derivative instruments (3)	(2,669)		(148)		(3,306)		(2,174)
Amounts reclassified from accumulated other comprehensive income (4)	706		0		1,104		0
Other comprehensive loss, net of tax	(1,963)		(148)		(2,202)		(2,174)
Ending balance	(7,079)		(4,148)		(7,079)		(4,148)

Total accumulated other comprehensive loss	$	(24,465)	$	(31,860)	$	(24,465)	$	(31,860)

(1) During the three-month period ended March 31, 2019, the Company recorded an adjustment reducing retained earnings and ~~six-month periods~~contract assets by $0.2 million to correct an error in the adoption of ASC 606.

(2) For the three-months ended ~~June~~September 30, 2020 and ~~2019:~~

In thousands Foreign Currency
Translation
Adjustment Defined Benefit
Pension
Adjustment Gains and Losses
on Cash Flow Hedges Total
Accumulated
Other
Comprehensive
(Loss) Income
Balance at March 31, 2020 $ (27,979) $ (2,749) $ (4,431) $ (35,159)
Other comprehensive income (loss) 5,146 — (1,082) (a) 4,064
Amounts reclassified from accumulated other comprehensive loss — — 397 (b) 397
Balance at June 30, 2020 $ (22,833) $ (2,749) $ (5,116) $ (30,698)
Balance at December 31, 2019 (18,022) (3,080) (4,877) (25,979)
Other comprehensive loss (4,811) — (636) (a) (5,447)
Amounts reclassified from accumulated other comprehensive loss — 331 (c) 397 (b) 728
Balance at June 30, 2020 $ (22,833) $ (2,749) $ (5,116) $ (30,698)

In thousands Foreign Currency
Translation
Adjustment Defined Benefit
Pension
Adjustment Gains and Losses
on Cash Flow Hedges Total
Accumulated
Other
Comprehensive
(Loss) Income
Balance at March 31, 2019 $ (18,585) $ (22,038) $ (2,649) $ (43,272)
Other comprehensive income (loss) 2,457 — (1,351) (a) 1,106
Amounts reclassified from accumulated other comprehensive loss — 19,159 (d) — 19,159
Balance at June 30, 2019 $ (16,128) $ (2,879) $ (4,000) $ (23,007)
Balance at December 31, 2018 (18,458) (22,253) (1,974) (42,685)
Other comprehensive income (loss) 2,330 — (2,026) (a) 304
Amounts reclassified from accumulated other comprehensive loss — 19,374 (d) — 19,374
Balance at June 30, 2019 $ (16,128) $ (2,879) $ (4,000) $ (23,007)

~~(a) Amount~~2019, amount represents ~~unrealized~~routine amortization of actuarial gains and losses ~~on the fair value~~in net periodic benefit cost and other activity of ~~hedging activities, net of taxes, for the three-month and six-month periods ended June 30, 2020 and 2019.~~

~~(b) Amount represents the impact of de-designation of the interest rate swap agreement. This amount was $0.5~~less than $0.1 million, net of less than $0.1 million tax ~~benefit, for~~benefit. For the ~~three-month and six-month periods~~nine-months ended ~~June~~September 30, ~~2020.~~

~~(c) Amount~~2020, amount represents the settlement of the ISS Pension Plan in the first quarter of ~~2020. This amount was~~2020 of $0.4 million, net of $0.1 million tax benefit, and routine amortization of actuarial gains and losses in net periodic benefit cost and other activity of less than $0.1 million, net of less than $0.1 million tax benefit.

~~(d) Amount~~ For the nine-months ended September 30, 2019, amount represents the settlement of the Lydall Pension Plan in the second quarter of ~~2019. This amount was approximately~~2019 of $19.0 million, net of $11.5 million tax benefit, ~~for the three-month~~ and ~~six-month periods ended June 30, 2019. Amount also represents~~routine amortization of actuarial losses ~~a component of~~in net periodic benefit cost during the first five months of fiscal year 2019 prior to the plan ~~termination. This amount was $0.1 million, net~~termination of ~~less than $0.1 million tax benefit for the three-month period ended June 30, 2019 and~~ $0.4 million, net of $0.1 million tax ~~benefit~~benefit.

(3) Amount represents unrealized losses on the fair value of hedging activities, net of tax benefits of $0.8 million and less than $0.1 million for the ~~six-month period~~three-month periods ended ~~June~~September 30, ~~2019.~~2020 and 2019, respectively, and $1.0 million and $0.7 million for the nine-month periods ended September 30, 2020 and 2019, respectively.

(4) Amounts represents the impact of de-designation of the interest rate swap agreement, net of tax expenses of $0.2 million and $0.3 million, for the three-month and nine-month periods ended September 30, 2020, respectively.

~~17.~~18. Subsequent Events

~~The~~On October 14, 2020, the Company ~~has evaluated subsequent events through~~amended its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the ~~issuance date~~amendment, to be excluded from EBITDA in the calculation of ~~these~~the Company's modified financial ~~statements. No material events were identified that require disclosure.~~covenants.

3132


Item 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview and Outlook

Business

Lydall, Inc. and its subsidiaries (collectively, the “Company” or “Lydall”) design and manufacture specialty engineered nonwoven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration/separation and heat abatement and sound dampening applications. The Company principally conducts its business through three reportable segments: Performance Materials, Technical Nonwovens and Thermal Acoustical Solutions, with sales globally. The Performance Materials ("PM") segment includes filtration media solutions primarily for air, fluid power, life science and industrial applications (“Filtration”), and gasket and sealing solutions, thermal insulation, energy storage, and other engineered products (“Sealing and Advanced Solutions”). The Technical Nonwovens ("TNW") segment consists of Industrial Filtration products that include nonwoven rolled-goods felt media and filter bags used primarily in industrial air and liquid filtration applications as well as Advanced Materials products that include nonwoven rolled-good media that is used in other commercial applications and predominantly serves the geosynthetics, automotive, industrial, and medical markets. Advanced Materials products also include automotive rolled-good material for use in the Thermal Acoustical Solutions segment manufacturing process. Nonwoven filter media is used to satisfy increasing emission control regulations in a wide range of industries, including power, cement, steel, asphalt, incineration, food, and pharmaceutical. The Thermal Acoustical Solutions ("TAS") segment offers innovative engineered products to assist in noise and heat abatement within the transportation and industrial sectors.

Recent Developments - COVID-19

The impact of the novel strain of the coronavirus ~~identified in late 2019~~ (“COVID-19”) has grown throughout the world, including in all global and regional markets served by the Company. During ~~the first quarter of~~ 2020, governmental authorities implemented numerous measures attempting to contain and mitigate the effects of COVID-19, including travel bans and restrictions, quarantines, social distancing orders, shelter in place orders and shutdowns of non-essential activities. The Company’s manufacturing facilities are located in areas that have been affected by the pandemic and ~~the~~ shutdowns. Certain Company facilities in the United States, Europe and Asia carried out shutdowns as a result of government-imposed restrictions or in conjunction with customer plant closures during the first quarter. The Company’s Asia facilities ~~did not resume~~resumed operations ~~until~~in late February and other facilities ramped back up moderately, in line with customer demand, during the second quarter. ~~Although~~In the third quarter, the Company ~~is beginning to see an increase~~has seen a stronger recovery in ~~orders, it does not expect operations supporting the automotive markets to reach pre-COVID-19 production levels~~its Performance Materials segment, specifically in its Filtration business, and in the ~~near term.~~Thermal Acoustical Solutions and Technical Nonwovens segments as discussed below.

~~Thermal Acoustical Solutions~~Performance Materials (“~~TAS”~~PM”) Developments

As a result of continued strong demand for filtration products, the Company approved investments to ~~ramp-up~~add two production lines in Performance Materials’ Rochester facility for the production of fine fiber meltblown filtration media used in the N95 respirator and surgical and medical masks.In addition, the Company reached an agreement with the U.S. Government that provides partial funding of the investments in the production lines in addition to funding for other technical resources.

In the third quarter of 2020, the Company announced an investment in a new fine fiber meltblown production line in its French facility to support the European Union face mask production and air filter production in ~~mid-May 2020~~the fight against COVID-19. This investment is being partially funded by the French Government.

of resources on the significant investments to ~~re-open their plants~~expand fine fiber meltblown production.These actions are expected to be completed in ~~these regions, with sequential monthly sales growth~~2021 and projected to improve overall segment margin performance beginning in ~~both May and June. However, given the facility shutdowns early in the quarter, parts sales in the second quarter were down 62.1% from the previous year.~~2021. For additional information, see Note 12, "Restructuring".

Technical Nonwovens (“TNW”) Developments

~~Performance Materials~~Thermal Acoustical Solutions (“~~PM”~~TAS”) Developments

As customer demand increased in North America, the Company began to experience an increase of COVID-19 cases, particularly at its North American operation, resulting in workforce shortages and other operational inefficiencies causing higher overtime, outsourcing costs, and logistics costs. In addition, recent recoveries in the manufacturing industries are causing higher commodity pricing in North America. In late third quarter 2020, as a result of labor shortages and operational inefficiencies directly related to COVID-19, TAS was unable to manufacture parts timely, resulting in customer production line stoppages. In early October 2020, due to the unforeseen and unforeseeable nature of the COVID-19 pandemic, which is out of the Company’s control, the Company invoked force majeure or commercial impracticability as legal excuse for delayed performance of contracts and defense to any claim that may be asserted by customers.A recent resurgence of cases in that same facility has caused the Company to expand its ~~exposure~~declaration of force majeure or commercial impracticability to ~~automotive end market applications, impacting the Sealing~~other impacted customers. The Company has taken various actions to resolve these issues and ~~Advanced Solutions business. In contrast, PM’s Filtration business has been deemed an essential supplier~~expects TAS to ~~certain customers which has driven~~continue to incur incremental ~~demand in specialty filtration product lines, including media used in N95 respirator, surgical, and medical masks. PM’s sales~~costs in the ~~first~~fourth quarter of 2020 were up 1% from the comparative period in 2019. PM’s Filtration sales were very strong in April, with gains of approximately 20% from the prior year, and this demand continued through the remainder of the quarter, with second quarter Filtration sales up 19.8% from the previous year. In contrast, exposure to automotive and other end markets resulted in sales decline of approximately 28.6% in the Sealing and Advanced Solutions business, with year over year sales declines spread across all months.

2020.

Looking Forward

~~Any ramp up~~The continuation of the ramp-up of production ~~continues to be~~is dependent on ~~the Company’s customers resuming operations~~customer demand and no additional outbreaks of COVID-19 that could cause a ~~second slow-down~~major slowdown in demand impacting the Company’s ability to operate because of government mandates, employee illnesses or other related unforeseen events. The Company anticipates the global automotive industry will continue to stabilize in the ~~third~~fourth quarter, but ~~that~~fourth quarter volumes ~~in the second half of 2020 will~~are expected to be lower than the comparative 2019 period as a result of the global economic slowdown caused by the COVID-19 pandemic. New vehicle sales are highly dependent on the strength of the consumer. If unemployment remains at higher levels, new vehicle sales could be significantly lower than historical and previously projected sales levels. The Company expects workforce shortages directly driven by COVID-19 to continue into the fourth quarter for the TAS segment. The Company also expects to face continued headwinds in ~~its Performance Material's~~PM’s sealing businesses but stronger demand for filtration products is expected to offset ~~this.~~this decline. Additionally, the Company expects seasonally strong construction activity, ~~driving geosynthetic demand, coupled with stable~~which drives demand for ~~medical related nonwoven~~geosynthetic products, to ~~be offset by~~decline as winter approaches and continued softness in industrial end markets in its Technical Nonwovens segment in the ~~second half~~fourth quarter of 2020.

Liquidity and Cash Preservation

The ~~recent automotive production ramp down across most of the world has impacted the Company's daily working capital significantly. The~~ Company ~~experienced~~continued to experience working capital cash flow improvements through ~~June~~September 30, 2020 ~~but does not expect~~generating $74.6 million in cash from operating activities. As the ~~benefits~~Company continues to ~~continue if production does not further~~ ramp ~~up. Upon ramping~~ up production and invest in new fine fiber meltblown production equipment to meet customer demand, the Company expects ~~initial~~ cash outflows to support working capital requirements and capital ~~projects for its investments in new meltblown production equipment followed by a more normalized working capital flow over time.~~projects.

~~The~~

During the nine months of 2020, the Company ~~has also taken~~took significant measures to reduce its overall cash expenditures, including the furlough or lay-off of hourly/salary plant workers and select furloughs of corporate and other salaried employees, deferred company contributions to its pension plans and matching contributions under the Company's 401(k) defined contribution plan, reduction of purchase obligations for raw materials and reduction/delay of non-critical capital spending. ~~With these actions initiated in early 2020,~~As a result, the Company ~~has~~ reduced its monthly cash ~~expenditures and plans~~expenditures. The Company may elect to continue ~~to do so as long as~~certain actions if the COVID-19 pandemic continues.

As noted above, the Company reached an agreement with the U.S. Government in June 2020 that provides funding to cover a portion of the cost to install two new production lines for the production of meltblown material for N95 respirator, surgical and medical masks and for other technical resources. The Company will receive monthly payments in accordance with the agreement to fund up to $13.5 million. Additionally, the Company has a tentative agreement with the French Government to fund up to 30% of the Company’s investment in its facility in France supporting the European Union face mask production and air filter production.

In addition to the significant measures taken to reduce and contain costs, the Company took ~~action~~actions in March 2020 to provide additional liquidity, primarily including a $20.0 million draw down on its amended credit facility.On May 11, 2020, the Company entered into an amended credit agreement (see Note 6, "Long-term Debt and Financing Arrangements" for the key amended terms and conditions) to modify certain financial maintenance covenants, at least one of which the Company expected to fail during the second quarter of 2020 as a result of the impact of COVID-19.On October 14, 2020, the Company amended its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the Company's financial covenants. The Company was in compliance with those modified financial covenants as of and for the ~~quarter~~three-month period ended ~~June~~September 30, 2020, and management does not anticipate noncompliance in the foreseeable future.

~~During the first half~~Through September of 2020, the Company generated ~~$40.4~~$74.6 million of net cash provided by operations and had cash on hand of ~~$92.5~~$122.0 million as of ~~June~~September 30, 2020. The Company continues to maintain the necessary capital to meet its debt obligations and interest payments. As previously disclosed in late 2019, the Company entered into arrangements with a banking institution to sell trade accounts receivable balances for selected customers. The Company continues to sell trade accounts receivable balances under these arrangements. See Transfer of Financial Assets ~~in this~~under Note 1, “Basis of Financial Statement Presentation” for more information.

The spread of COVID-19 and the measures taken to constrain the spread of the virus have had, and will continue to have, a material negative impact on the Company’s financial results, and such negative impact may continue well beyond the containment of such outbreak. There is inherent uncertainty in the assumptions the Company uses to estimate its future liquidity due to the impact of the COVID-19 outbreak. In addition, the magnitude, duration, and speed of the global pandemic is uncertain. Consequently, the impact on the Company's business, financial condition or longer-term financial or operational results is uncertain. However, management believes, based on the actions taken to reduce cash expenditures and the Company’s financial position, that net cash provided by operations combined with its cash and cash equivalents and borrowing availability under its Credit Facility will be sufficient to fund its current obligations, capital spending, debt service requirements and working capital needs over at least the next twelve months.

Steps Taken to Protect Employees

~~Second~~

Third Quarter 2020 Highlights

Below are financial performance highlights ~~comparing~~for the ~~Company’s~~ three-month period ended ~~June~~September 30, 2020 ~~results~~compared to ~~its~~the three-month period ended ~~June~~September 30, ~~2019 results:~~2019:

•Net sales were ~~$146.2~~$207.1 million in the ~~second~~third quarter of 2020, compared to ~~$220.8~~$205.3 million in the ~~second~~third quarter of 2019, ~~a decrease~~an increase of ~~$74.7~~$1.8 million, or ~~33.8%.~~0.9%, driven by $7.8 million in higher sales in the Company's Performance Materials segment, resulting from higher demand in filtration products for face mask media in response to the COVID-19 pandemic, partially offset by lower sales in the Company's Technical Nonwovens and Thermal Acoustical Solutions segments. The change in consolidated net sales is summarized in the following table:


Components (in thousands)	Components (in thousands)	Change in Net Sales		Percent Change		Components (in thousands)	Change in Net Sales		Percent Change
Acquisitions and divestitures		$	(84)	—	%

Parts volume and pricing change	Parts volume and pricing change	(70,025)		(31.7)	%	Parts volume and pricing change	$	648	0.3	%
Change in tooling sales	Change in tooling sales	(2,573)		(1.2)	%	Change in tooling sales	(1,827)		(0.9)	%
Foreign currency translation	Foreign currency translation	(1,969)		(0.9)	%	Foreign currency translation	2,990		1.5	%
Total	Total	$	(74,651)	(33.8)	%	Total	$	1,811	0.9	%

•Gross margin ~~decreased~~increased to ~~19.4%~~18.3% for the three-month period ended ~~June~~September 30, 2020 as compared to ~~20.5%~~17.7% in the corresponding period in 2019. Gross margin from the TAS segment adversely impacted consolidated gross margin by approximately 710 basis points primarily due to unfavorable product mix on significant volume reduction of higher margin acoustical parts and the sunsetting of certain customer OEM platforms related to COVID-19, partially offset by reduced fixed costs. The Performance Materials segment favorably impacted consolidated gross margin by approximately ~~430~~330 basis points, primarily due to favorable product mix, driven by increased demand for face mask media in response to the COVID-19 pandemic and higher liquid filtration sales, combined with ~~reduced fixed overhead and~~ favorable raw material commodity and production costs, inand lower overhead costs. Gross margin from the ~~second quarter of 2020 compared to the second quarter of 2019. The Technical Nonwovens~~Thermal Acoustical Solutions segment ~~favorably~~adversely impacted consolidated gross margin by approximately ~~180~~160 basis points ~~primarily driven by~~due to labor shortages and operating inefficiencies directly related to an ~~insurance claim settlement of $1.3 million, or 100 basis points of~~increase in COVID-19 cases in its North American facility, resulting in higher freight and temporary labor expenses in order to meet larger OEM customers' demands. The Technical Nonwovens segment adversely impacted consolidated gross margin ~~related~~by approximately 110 basis points due to ~~an inventory write-off charge for a flood in one of its European facilities in the first quarter of 2020.~~unfavorable overhead absorption on lower segment net sales combined with unfavorable product mix.

•Operating loss was ~~$(1.7)~~$(9.3) million for the three-month period ended ~~June~~September 30, 2020 compared to operating income of ~~$13.2~~$7.4 million in the corresponding period in 2019. The operating loss was driven by ~~plant ramp downs,~~restructuring charges of $15.0 million primarily in the Performance Materials segment and significant operating inefficiencies in the Company's Thermal Acoustical Solutions segment ~~beginning in later March and lasting into mid-May due to the COVID-19 pandemic.~~as noted above. The following ~~components are included in~~expenses adversely impacted operating income for the ~~second~~third quarters of 2020 and ~~2019 and impact the comparability of each quarter:~~2019:

For the Three Months Ended June 30, 2020
Components (in thousands except per share amounts)
Operating Income Impact Pre-tax
EPS Impact Tax Effect
EPS Impact (1) Net
EPS Impact
Strategic initiatives expenses $ (1,230) $ (0.07) $ 0.01 $ (0.06)
Reduction-in-force severance expenses $ (257) $ (0.02) $ 0.01 $ (0.01)


	For the Three Months Ended September 30, 2020
Components (in thousands except per share amounts)	Operating Income Impact		Pre-tax EPS Impact		Tax Effect EPS Impact (1)		Net EPS Impact
PM restructuring expenses	$	(14,984)	$	(0.86)	$	0.21	$	(0.65)

For the Three Months Ended June 30, 2019
Components (in thousands except per share amounts)
Operating Income Impact Pre-tax
EPS Impact Tax Effect
EPS Impact (1) Net
EPS Impact
Strategic initiatives expenses $ (405) $ (0.02) $ 0.01 $ (0.01)
TNW restructuring expenses $ (97) $ (0.01) $ 0.00 $ (0.01)


	For the Three Months Ended September 30, 2019
Components (in thousands except per share amounts)	Operating Income Impact		Pre-tax EPS Impact		Tax Effect EPS Impact (1)		Net EPS Impact
TNW restructuring expenses	$	(117)	$	(0.01)	$	0.00	$	(0.01)

(1) Tax expense represents the statutory tax rate in the jurisdiction in which the expense was incurred.

•The net loss was ~~$(5.9)~~$(11.7) million, or ~~$(0.34)~~$(0.67) per diluted share, for the three-month period ended ~~June~~September 30, 2020 compared to a net ~~loss~~income of ~~$(6.9)~~$3.0 million, or ~~$(0.40)~~$0.17 per diluted share, in the corresponding period in ~~2019, which included employee benefit plan settlement expenses of $0.86 per diluted share.~~2019.

•Cash was ~~$92.5~~$122.0 million at ~~June~~September 30, 2020, compared to $51.3 million at December 31, 2019. Net cash provided by operations was ~~$40.4~~$74.6 million for the ~~six-month~~nine-month period ~~ending June 20,~~ended September 30, 2020 compared to ~~$36.2~~$63.0 million in the corresponding period in 2019, with the improvement primarily driven by increases in payable days across the Company's operations. ~~At the end of the first quarter the Company drew down an incremental $20 million on its Amended Credit Facility.~~ On ~~May 11,~~October 14, 2020, the Company amended its 2018 Credit ~~Agreement.~~Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the

Company's modified financial covenants. See Note 6. "Long-term Debt and Financing Arrangements" to the Condensed Consolidated Financial Statements for highlights of the key amended terms and conditions.

Results of Operations

All of the following tabular comparisons ~~unless otherwise indicated,~~ are for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~2019, unless otherwise indicated.

Net Sales


		For the Three Months Ended June 30,										For the Six Months Ended June 30,											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		Percent Change		2020		2019		Percent Change		In thousands	2020		2019		Percent Change		2020		2019		Percent Change
Net sales	Net sales	$	146,160	$	220,811	(33.8)	%	$	346,687	$	438,836	(21.0)	%	Net sales	$	207,085	$	205,274	0.9	%	$	553,772	$	644,110	(14.0)	%

Net sales for the ~~second quarter of~~three-month period ended September 30, 2020 ~~decreased~~increased by ~~$74.7~~$1.8 million, or ~~33.8%~~0.9%, compared to the ~~second~~third quarter of 2019. This increase was primarily driven by an increase in Performance Materials segment sales of $7.8 million, or 3.8% of consolidated net sales, related to higher net sales of filtration products on higher demand in the air filtration market in response to the COVID-19 pandemic. This increase was partially offset by lower sealing and advanced solutions sales as large OEM customers continued to ramped-up production. The increase in Performance Materials segment sales was partially offset by a $5.4 million decrease, or 2.6% of consolidated sales, in the Technical Nonwovens segment, driven primarily by softness in industrial end markets, primarily air filtration, in North American and Europe. Additionally, the Thermal Acoustical Solutions segment reported a decrease in net sales of $2.4 million, or 1.2% of consolidated net sales, primarily due to lower tooling sales of $1.8 million and lower net parts sales of $0.6 million, as the Company continues to ramp-up production in line with it's large OEM customers. Foreign currency translation favorably impacted net sales by $3.0 million, or 1.5% of consolidated net sales.

Net sales for the nine-month period ended September 30, 2020 decreased by $90.3 million, or 14.0%, compared to the corresponding period in 2019. This decrease was primarily due to lower net parts sales of ~~$53.3~~$61.1 million, or ~~24.1%~~9.5% of consolidated net sales, in the Thermal Acoustical Solutions segment, driven by temporary plant ramp downs across all of its operations ~~beginning~~ in ~~mid-March as~~ the ~~Company's large OEM customers closed plants~~first half of ~~their own~~2020 due to the COVID-19 pandemic; and a $2.6 million decrease in net tooling sales. The Technical Nonwovens segment reported a decrease in net sales of $17.1 million, or 7.7% of consolidated net sales, driven primarily by global softness in industrial end markets, primarily air filtration. The Performance Materials segment reported a decrease in net sales of $6.6 million, or 3.0% of consolidated net sales, primarily due to decreased sealing and advanced solutions sales of $11.5 million, predominately driven by large OEM customer shutdowns ~~due to~~resulting from the COVID-19 pandemic. This decrease was partially offset by increased sales in its air filtration market, driven by demand for face mask media in response to the COVID-19 pandemic. Foreign currency translation had a negative impact on net sales of $2.0 million, or 0.9% of consolidated net sales, primarily impacting the Technical Nonwovens segment by $1.3 million, the Performance Materials segment by $0.4 million, and the Thermal Acoustical Solutions segments by $0.3 million.

Net sales for the six-month period ended June 30, 2020 decreased by $92.1 million, or 21.0%, compared to the corresponding period in 2019. This decrease was primarily due to lower net parts sales of $60.5 million, or 13.8% of consolidated net sales, in the Thermal Acoustical Solutions segment, driven by temporary plant ramp downs across all of its operations discussed abovepandemic, and lower net tooling sales of ~~$5.9~~$7.6 million. The Technical Nonwovens segment reported a decrease in net sales of ~~$25.3~~$30.7 million, or ~~5.8%~~4.8% of consolidated net sales, driven primarily by the global softness in industrial end markets, primarily air

filtration. The Performance Materials segment reported ~~a decrease~~an increase in net sales of ~~$6.0~~$1.8 million, or ~~1.4%~~0.3% of consolidated net sales, ~~primarily due to decreased sealing and advanced solutions sales of $12.8 million, primarily~~ driven by ~~large OEM customer shutdowns due to COVID-19. This decrease was partially offset by~~ increased net sales in ~~its~~filtration as demand increased in the air filtration market ~~driven by significant demand~~ for face mask media in response to the COVID-19 ~~pandemic.~~pandemic, partially offset by decreased sealing and advanced solutions sales related to large OEM customer shutdowns beginning in mid-March due to COVID-19. Foreign currency translation had a negative impact on net sales of ~~$4.2~~$1.2 million, or ~~1.0%~~0.2% of consolidated net ~~sales, primarily impacting the Technical Nonwovens segment by $2.1 million, the Thermal Acoustical Solutions segments by $1.1 million, and the Performance Materials segment by $1.0 million.~~sales.

Cost of Sales


		For the Three Months Ended June 30,										For the Six Months Ended June 30,											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		Percent Change		2020		2019		Percent Change		In thousands	2020		2019		Percent Change		2020		2019		Percent Change
Cost of sales	Cost of sales	$	117,742	$	175,536	(32.9)	%	$	279,701	$	351,505	(20.4)	%	Cost of sales	$	169,155	$	168,918	0.1	%	$	448,856	$	520,423	(13.8)	%

Cost of sales for the ~~second~~three-month period ended September 30, 2020 increased by $0.2 million, or 0.1%, compared to the corresponding period in 2019. The increase was primarily driven by a significant increase in variable overhead costs, principally in the Thermal Acoustical Solutions segment related to higher costs associated with COVID-19, primarily in the Company's North American plant, and, to a lesser extent, in the Technical Nonwovens segment related to unfavorable overhead costs on lower volume. Additionally, higher net sales in the Performance Materials segment due to higher demand for face mask media in response to COVID-19 contributed to the higher cost of sales. The increase in cost of sales was partially offset by lower net sales in the Technical Nonwovens and Thermal Acoustical Solutions segments and lower raw material commodity and production costs across all segments, coupled with favorable product mix in the Performance Materials and Thermal Acoustical Solutions segments. Foreign currency translation increased cost of sales by $2.5 million, or 1.5%, in the third quarter of 2020 compared to the third quarter of 2019.

Cost of sales for the nine-month period ended September 30, 2020 decreased by ~~$57.8~~$71.6 million, or ~~32.9%~~13.8%, compared to of the corresponding period in 2019. The decrease was driven by lower net sales across all segments, ~~totaling $74.7 million,~~ primarily due to plant ramp

downs in the Thermal Acoustical Solutions segment as noted above and, to a lesser extent, the Technical Nonwovens segment due to the COVID-19 pandemic. In addition, ~~reduced fixed overhead~~lower raw material commodity and production costs primarily in the Thermal Acoustical Solutions and Performance Materials segments related to reduction-in-force programs initiated in the fourth quarter of 2019, employee furloughs in the second quarter of 2020, and lower material costs in the Technical Nonwovens and Performance Materialsacross all segments contributed to ~~the~~ lower cost of sales. These decreases to cost of sales were partially offset by higher overhead costs in the Thermal Acoustical Solutions and Technical Nonwovens segments due to the drivers noted above, combined with unfavorable product mix, primarily in the Thermal Acoustical Solutions segment resulting from lower fibers sales related to the sunsetting of major platforms in the second half of 2019 with select OEM manufacturers. Foreign currency translation decreased cost of sales by ~~$1.6~~$1.1 million, or ~~0.9%, in the second quarter of 2020 compared to the second quarter of 2019.~~

Cost of sales for the six-month period ended June 30, 2020 decreased by $71.8 million, or 20.4%, compared to of the corresponding period in 2019. The decrease was driven by the drivers noted above. Foreign currency translation decreased cost of sales by $3.5 million, or 1.0%0.2%, in the first ~~six~~nine months of 2020 compared to the first ~~six~~nine months of 2019.

Gross Profit


		For the Three Months Ended June 30,														For the Six Months Ended June 30,														For the Three Months Ended September 30,					For the Nine Months Ended September 30,
In thousands	In thousands	2020			2019			Percent Change		2020			2019			Percent Change		In thousands	2020			2019			Percent Change		2020			2019			Percent Change
Gross profit	Gross profit	$	28,418		$	45,275		(37.2)	%	$	66,986		$	87,331		(23.3)	%	Gross profit	$	37,930		$	36,356		4.3	%	$	104,916		$	123,687		(15.2)	%
Gross margin	Gross margin	19.4		%	20.5		%			19.3		%	19.9		%			Gross margin	18.3		%	17.7		%			18.9		%	19.2		%

Gross margin for the ~~second quarter of~~three-month period ended September 30, 2020 ~~decreased 110~~increased 60 basis points compared to the ~~second quarter of~~corresponding period in 2019. The Thermal Acoustical Solutions segment adversely impacted consolidated gross margin by approximately 710 basis points driven by unfavorable product mix on significant volume reduction of higher margin acoustical parts and the sunsetting of certain customer OEM platforms, partially offset by reduced fixed costs, primarily driven by reduction-in-force programs completed during the fourth quarter of 2019 and second quarter of 2020 along with furlough activity during plant ramp downs in response to the pandemic. The Performance Materials segment favorably impacted consolidated gross margin by approximately ~~430~~330 basis points, primarily due to favorable product mix, driven by higher demand for face mask media in response to the COVID-19 pandemic and increased liquid filtration sales, combined with ~~lower fixed overhead~~favorable customer pricing, and ~~favorable~~ raw material commodity and production costs. The Thermal Acoustical Solutions segment adversely impacted consolidated gross margin by approximately 160 basis points driven by higher COVID-19-related costs as noted above. The Technical Nonwovens segment ~~favorably~~negatively impacted consolidated gross margin by approximately 110 basis points due to unfavorable overhead absorption on reduced segment net sales combined with unfavorable product mix in the second quarter by approximately 180 basis points, primarily driven by an insurance claim settlement of $1.3 million, or 100 basis points of consolidated gross margin, related to an inventory write-off charge for a flood in one of its European facilities in the firstthird quarter of 2020 ~~combined with lower raw material commodity costs.~~compared to the third quarter of 2019.

Gross margin for the for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 decreased 6030 basis points compared to the corresponding period in 2019. The Thermal Acoustical Solutions segment negatively impacted consolidated gross margin by approximately ~~370~~300 basis points driven by the significant reduction in segment net sales due to the ~~same drivers noted above.~~COVID-19 pandemic and higher COVID-19-related costs in the third quarter of 2020. The Performance Materials segment favorably impacted consolidated gross margin by approximately ~~260~~290 basis points ~~and the Technical Nonwovens segment favorably impacted consolidated gross margin by approximately 50 basis points; both segment improvements in gross margin were~~ due to the drivers noted ~~above.~~above while the Technical Nonwovens segment had a minimal impact on consolidated gross margin in the first nine months of 2020 compared to the corresponding period in 2019.

Selling, Product Development and Administrative Expenses


		For the Three Months Ended June 30,														For the Six Months Ended June 30,														For the Three Months Ended September 30,					For the Nine Months Ended September 30,
In thousands	In thousands	2020			2019			Percent Change		2020			2019			Percent Change		In thousands	2020			2019			Percent Change		2020			2019			Percent Change
Selling, product development and administrative expenses	Selling, product development and administrative expenses	$	30,164		$	32,096		(6.0)	%	$	63,191		$	65,102		(2.9)	%	Selling, product development and administrative expenses	$	32,227		$	28,909		11.5	%	$	95,418		$	94,011		1.5	%
Percentage of sales	Percentage of sales	20.6		%	14.5		%			18.2		%	14.8		%			Percentage of sales	15.6		%	14.1		%			17.2		%	14.6		%

Selling, product development and administrative expenses for the ~~second quarter of~~three-month period ended September 30, 2020 ~~decreased $1.9~~increased $3.3 million, ~~but increased 610~~or 150 basis points as a percentage of net sales, compared to the ~~second quarter of 2019 due to the significant drop~~corresponding period in ~~net sales driven by the COVID-19 pandemic. Decreased~~2019. The increase in selling, product development and administrative expenses were driven by ~~lower travel expenses and salaries of $0.9 million each, lower severance~~higher compensation-related expenses of ~~$0.7~~$2.6 million, ~~decreased~~higher consulting ~~expenses~~costs of ~~$0.5~~$0.6 million, and ~~lower~~an increase in other general administrative ~~expenses~~costs of ~~approximately $1.1~~$0.9 million. These ~~decreases~~increases were partially offset by ~~an increase in cash incentive compensation expense of $1.4 million and higher strategic initiatives~~lower travel expenses of $0.8 million.

Selling, product development and administrative expenses for the ~~first six months of~~nine-month period ended September 30, 2020 ~~decreased $1.9~~increased $1.4 million, ~~but increased 340~~or 260 basis points as a percentage of net sales, compared to the ~~first six months of 2019 due to the significant drop~~corresponding period in ~~net sales driven by the COVID-19 pandemic. Lower~~2019. The increase in selling, product development and administrative expenses were driven by higher compensation-related expenses of $3.7 million and higher strategic initiatives expenses of $1.9 million. These increases were partially offset by lower salaries expenses of $1.7 million, ~~reduced~~lower travel ~~and consulting~~ expenses of $1.2 million, ~~and $1.0 million, respectively,~~ lower ~~intangibles amortization expense~~consulting expenses of ~~$0.4~~$0.5 million, and a decrease in other general administrative costs of ~~$1.2 million. These decreases were partially offset by higher strategic initiatives expenses of $1.9 million and increased cash incentive compensation expense of $1.7~~$0.8 million.

Impairment of Goodwill and Other Long-Lived Assets


		For the Three Months Ended June 30,										For the Six Months Ended June 30,											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change		In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change
Impairment of goodwill and other long-lived assets	Impairment of goodwill and other long-lived assets	$	—	$	—	$	—	$	61,109	$	—	$	61,109	Impairment of goodwill and other long-lived assets	$	—	$	—	$	—	$	61,109	$	—	$	61,109

As previously reported, the Company recorded a goodwill impairment charge of $48.7 million in the Performance Materials segment during the three-month period ended March 30, 2020. Lower expected demand in automotive and other end markets due to the COVID-19 pandemic resulted in a reduction in sales and cash generation projections as compared to prior projections for the reporting units. As a result of these revised projections and changes in other Company and market-based inputs to the determination of fair value, the carrying value of the Performance Materials reporting unit exceeded its fair value by $48.7 million, resulting in the impairment charge.

As a result of the COVID 19 pandemic and the Company's action plan to address the risks associated with it, the Company accelerated certain strategic actions. One such action was a review of ~~a low-performing~~an underperforming European plant within the Performance Materials segment. As a result of a strategic shift regarding this plant, the Company performed an impairment assessment on the long-lived assets of the plant. The impairment test concluded that the asset group was not recoverable, and the Company then determined that carrying value of the asset group exceeded its fair value and recorded a long-lived asset impairment charge of $12.4 million.

~~Employee Benefit Plans Settlement~~Restructuring Expenses


		For the Three Months Ended June 30,										For the Six Months Ended June 30,											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change		In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change
Employee benefit plans settlement expenses		$	—	$	25,515	$	(25,515)	$	385	$	25,515	$	(25,130)
Restructuring expenses														Restructuring expenses	$	14,984	$	—	$	14,984	$	14,984	$	—	$	14,984

During the third quarter of 2020, the Company’s Performance Materials segment undertook actions to discontinue production of a lower efficiency air filtration media product and, in turn, fully depreciated the supporting machinery and equipment in North America and consolidated certain product lines and began exiting underperforming facilities in Europe. These restructuring activities, which are projected to conclude in the first half of 2021, are expected to reduce operating costs, increase production efficiency and enhance the Company’s flexibility by better aligning its manufacturing operations with the segment's customer base. Accordingly, the Company expects to record pre-tax expenses of approximately $17.0 to $20.0 million, primarily related to severance and employee retention expenses, in connection with these restructuring activities, of which approximately $11.5 to $14.5 million are expected to result in cash expenditures. The Company incurred non-cash expenditures of approximately $5.5 million which consisted of fully depreciating and/or amortizing long-lived assets and, to a lesser extent, writing-off inventory.

In North America, the Company decided to shut down two underperforming nonwoven manufacturing carded lines and ancillary equipment, originally acquired in 2018, that served commercial and residential HVAC markets with low to medium efficiency air filtration media. The Company experienced lower demand as a result of COVID-19, which accelerated a market shift from lower efficiency air filtration media to higher performance rated air filtration media. As a result, the Company recorded a pre-tax restructuring charge of $5.4 million, primarily due to accelerated depreciation of property, plant and equipment and other intangible assets.

The Company undertook actions to consolidate global production facilities in the Sealing and Advanced Solutions business from five facilities to four, resulting in the closure of an underperforming facility in Germany. In addition, the Company decided to close a small volume membrane filtration production facility in the Netherlands. As a result of the two facility closures in Europe, the Company recorded pre-tax restructuring charges of $9.6 million consisting of severance costs, legal expenses and inventory write-offs. The Company expects to generate annualized savings of $5.0 million to $6.0 million. See Note 12, "Restructuring" for additional information.

3739

Employee Benefit Plans Settlement Expenses


	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change
Employee benefit plans settlement expenses	$	—	$	186	$	(186)	$	385	$	25,701	$	(25,316)

In the first quarter of 2020, the Company settled the pension obligation of the Interface Sealing Solutions, Inc. Pension Plan through lump sum distributions to participants or by irrevocably transferring pension liabilities to an insurance company through the purchase of a group annuity contract. The settlement, funded with pension plan assets, resulted in a non-cash settlement expense of $0.4 million in the first quarter of 2020 related to the recognition of accumulated deferred actuarial losses.

~~During~~In the ~~three-month period ended June 30,~~second quarter of 2019, the Company settled the pension obligation of the U.S. Lydall Pension Plan through lump sum distributions to participants or by irrevocably transferring pension liabilities to two insurance companies through the purchase of group annuity contracts. The settlement, funded with Pension Plan assets, resulted in a non-cash settlement expense of $25.5 million in the second quarter of 2019 related to the recognition of accumulated deferred actuarial ~~losses.~~losses and an additional $0.2 million in the third quarter of 2019 to complete the termination of the pension plan.

Interest Expense


		For the Three Months Ended June 30,														For the Six Months Ended June 30,														For the Three Months Ended September 30,					For the Nine Months Ended September 30,
In thousands	In thousands	2020			2019			Percent Change		2020			2019			Percent Change		In thousands	2020			2019			Percent Change		2020			2019			Percent Change
Interest expense	Interest expense	$	4,476		$	3,731		20.0	%	$	7,333		$	7,359		(0.4)	%	Interest expense	$	4,537		$	3,666		23.8	%	$	11,870		$	11,025		7.7	%
Weighted average interest rate	Weighted average interest rate	5.2		%	4.4		%			4.8		%	4.3		%			Weighted average interest rate	6.2		%	4.4		%			5.2		%	4.3		%

The increase in interest expense for the ~~three-month period~~three and nine-month periods ended ~~June~~September 30, 2020 compared to the corresponding period in 2019 was due to higher interest rates ~~and the write-off of debt issuance costs~~ related to the amendment of the Company's Facility in the second quarter of 2020, partially offset by reduction to interest expense due to the favorable interest rate differential between the U.S. dollar and Euro related to the net investment hedge the company entered into in the fourth quarter of 2019.

Interest expense for the six-month period ended June 30, 2020 was essentially flat compared to the corresponding period in 2019 as higher interest rates and the write-off of debt issuances costs was offset by lower average borrowings and a reduction to interest expense due to the favorable interest rate differential between the U.S. dollar and Euro related to the net investment hedge the company entered into in the fourth quarter of 2019.

Other (Income) Expense, net


		For the Three Months Ended June 30,										For the Six Months Ended June 30,											For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change		In thousands	2020		2019		Dollar Change		2020		2019		Dollar Change
Other expense (income), net	Other expense (income), net	$	248	$	(873)	$	1,121	$	(170)	$	(474)	$	304	Other expense (income), net	$	276	$	(885)	$	1,161	$	106	$	(1,359)	$	1,465

Other expense (income), net, ~~decreased~~was unfavorable for the ~~three and six month~~three-month period ended ~~June~~September 30, 2020 compared to the corresponding 2019 period primarily due to the absence of a gain of $0.6 million recognized for a change in estimate of the contingent purchase price of the 2018 PCC acquisition and higher foreign currency losses recognized on the revaluation of cash, trade payables and receivables and intercompany loans denominated in currencies other than the functional currencies of the Company's subsidiaries.

Other expense (income), net, was unfavorable for the nine-month period ended September 30, 2020 compared to the corresponding 2019 period primarily ~~resulting from~~due to the absence of the $1.5 million gain on the sale of a business that occurred in the second quarter of 2019 and ~~lower~~a gain of $0.7 million recognized for a change in estimate of the contingent purchase price of the PCC acquisition in the first nine months of 2019. Additionally, 2020 included higher foreign currency losses recognized on the revaluation of cash, trade payables and receivables and intercompany loans denominated in currencies other than the functional currencies of the Company's subsidiaries.

Income Taxes

For the three-month period ended ~~June~~September 30, 2020, the Company's effective tax rate was ~~9.2%~~16.6% compared to an effective tax rate of ~~54.0%~~35.1% for the three-month period ended ~~June~~September 30, 2019. For the three months ended ~~June~~September 30, 2020, the rate was negatively impacted by valuation allowance activity of ~~$0.5~~$2.0 million, ~~and~~offset by a ~~foreign withholding~~state tax ~~liability~~benefit of ~~$0.4 million,~~$0.8 million. resulting in a lower effective tax rate when in a pre-tax loss position. For the ~~three-month period~~three months ended ~~June~~September 30, 2019, the Company had a pre-tax loss primarily resulting from a pension plan settlement of $25.5 million, resulting in a $10.5 million tax benefit. Excluding the tax benefit of the pension plan settlement, the Company's effective tax rate ~~for the three months ended June 30, 2019 was 22.7%. This~~ was negatively impacted by ~~valuation allowance activity of $0.9 million, partially offset by the Company's geographical mix of earnings.~~losses in jurisdictions in which no tax benefit can be recognized.

negatively impacted by valuation allowance activity of ~~$0.7~~$2.7 million. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, the Company ~~had~~recorded a ~~pre-tax loss~~tax benefit of $5.5 million primarily ~~resulting from a~~driven by $10.5 million of tax benefit related to the pension plan ~~settlement of $25.5 million, resulting in a $10.5 million tax benefit.~~settlement. Excluding the tax benefit of the pension plan settlement, the Company's effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2019 was ~~22.5%~~25.2%. This was negatively impacted by ~~valuation allowance activity of $1.2~~$1.8 million from losses in jurisdictions in which no tax benefit can be recognized, partially offset by the Company's geographical mix of earnings.

The Company’s effective tax rates in future periods could be affected by an increase or decrease in earnings in countries where tax rates differ from the United States federal tax rate, the relative impact of permanent tax adjustments on earnings from domestic operations, changes in net deferred tax asset valuation allowances, including valuation allowances on loss carryforwards in which no tax benefit can be recognized, stock vesting, pension plan terminations, the completion of acquisitions or divestitures, changes in tax rates or tax laws and the completion of ongoing tax planning strategies and audits.

Segment Results

The following tables present segment net sales and operating income for the primary product and service categories ~~within each operating segment and operating income by segment~~ for the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019, respectively.

Net sales ~~and operating income~~ by segment:

For the Three Months Ended June 30,
In thousands 2020 2019 Dollar Change
Performance Materials Segment:
Filtration $ 29,636 $ 24,732 $ 4,904
Sealing and Advanced Solutions 28,837 40,370 (11,533)
Performance Materials Segment net sales 58,473 65,102 (6,629)
Technical Nonwovens Segment (1):
Industrial Filtration 29,413 38,706 (9,293)
Advanced Materials (2) 22,594 30,372 (7,778)
Technical Nonwovens Segment net sales 52,007 69,078 (17,071)
Thermal Acoustical Solutions Segment:
Parts 32,448 85,705 (53,257)
Tooling 5,000 7,567 (2,567)
Thermal Acoustical Solutions Segment net sales 37,448 93,272 (55,824)
Eliminations and Other (2) (1,768) (6,641) 4,873
Consolidated Net Sales $ 146,160 $ 220,811 $ (74,651)

For the Three Months Ended June 30,
2020 2019
In thousands Operating Income Operating Margin % Operating Income Operating Margin % Dollar Change
Performance Materials (3) $ 5,443 9.3% $ 3,303 5.1% $ 2,140
Technical Nonwovens (1),(2),(4) 6,684 12.9% 7,844 11.4% (1,160)
Thermal Acoustical Solutions (6,285) (16.8)% 7,357 7.9% (13,642)
Corporate Office Expenses (7,588) (5,325) (2,263)
Consolidated Operating Income $ (1,746) (1.2)% $ 13,179 6.0% $ (14,925)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
In thousands	2020		2019		2020		2019
Performance Materials Segment:
Filtration	$	30,899	$	22,427	$	86,422	$	71,093
Sealing and Advanced Solutions	36,918		37,573		105,088		118,589
Performance Materials Segment net sales	67,817		60,000		191,510		189,682

Technical Nonwovens Segment (1):
Industrial Filtration	29,643		32,935		90,425		114,005
Advanced Materials (2)	28,866		30,977		77,494		84,591
Technical Nonwovens Segment net sales	58,509		63,912		167,919		198,596

Thermal Acoustical Solutions Segment:
Parts	79,687		80,309		189,456		250,591
Tooling	5,836		7,617		17,276		24,920
Thermal Acoustical Solutions Segment net sales	85,523		87,926		206,732		275,511





Eliminations and Other (2)	(4,764)		(6,564)		(12,389)		(19,679)
Consolidated Net Sales	$	207,085	$	205,274	$	553,772	$	644,110

For the Six Months Ended June 30,
In thousands 2020 2019 Dollar Change
Performance Materials Segment:
Filtration $ 55,523 $ 48,666 $ 6,857
Sealing and Advanced Solutions 68,170 81,016 (12,846)
Performance Materials Segment net sales 123,693 129,682 (5,989)
Technical Nonwovens Segment (1):
Industrial Filtration 60,782 81,070 (20,288)
Advanced Materials (2) 48,628 53,614 (4,986)
Technical Nonwovens Segment net sales 109,410 134,684 (25,274)
Thermal Acoustical Solutions Segment:
Parts 109,769 170,281 (60,512)
Tooling 11,440 17,304 (5,864)
Thermal Acoustical Solutions Segment net sales 121,209 187,585 (66,376)
Eliminations and Other (2) (7,625) (13,115) 5,490
Consolidated Net Sales $ 346,687 $ 438,836 $ (92,149)
Operating income (loss) by segment:


		For the Six Months Ended June 30,
		2020					2019								For the Three Months Ended September 30,				For the Nine Months Ended September 30,
In thousands	In thousands	Operating Income		Operating Margin %	Operating Income		Operating Margin %	Dollar Change		In thousands	2020		2019		2020		2019
Performance Materials (3)	Performance Materials (3)	$	(51,498)	(41.6)%	$	4,762	3.7%	$	(56,260)	Performance Materials (3)	$	(6,759)	$	712	$	(58,257)	$	5,474
Technical Nonwovens (1),(2),(4)	Technical Nonwovens (1),(2),(4)	10,497		9.6%	12,578		9.3%	(2,081)		Technical Nonwovens (1),(2),(4)	5,061		7,165		15,558		19,743
Thermal Acoustical Solutions	Thermal Acoustical Solutions	(657)		(0.5)%	16,848		9.0%	(17,505)		Thermal Acoustical Solutions	1,174		5,022		517		21,870

Corporate Office Expenses	Corporate Office Expenses	(15,656)			(11,959)			(3,697)		Corporate Office Expenses	(8,757)		(5,452)		(24,413)		(17,411)
Consolidated Operating Income	Consolidated Operating Income	$	(57,314)	(16.5)%	$	22,229	5.1%	$	(79,543)	Consolidated Operating Income	$	(9,281)	$	7,447	$	(66,595)	$	29,676

(1)The Technical Nonwovens segment includes the results of Geosol through the date of disposition of May 9, 2019.

(2)Included in the Technical Nonwovens segment and Eliminations and Other is ~~$1.4~~the following:

•$10.2 million and ~~$9.3~~$13.6 million inof intercompany sales to the Thermal Acoustical Solutions segment for the ~~six months~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~2019, respectively.

(3)Included in the Performance Materials segment is ~~$61.1~~the following:

•$61.1 million of impairment charges related to goodwill and other long-lived assets for the ~~six months~~nine-month period ended ~~June~~September 30, ~~2020, $4.0~~2020.

•$14.8 million restructuring charges for the three and nine-month periods ending September 30, 2020.

•$4.0 million and $4.1 million of intangible assets amortization for the three-month periods ended ~~June~~September 30, 2020 and 2019, ~~and $7.9~~respectively.

•$11.9 million and ~~$8.1~~$12.2 million of intangible assets amortization for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~2019, respectively.

(4)Included in the Technical Nonwovens segment is ~~$1.2~~the following:

•$1.2 million and $1.3 million of intangible assets amortization for the three-month periods ended ~~June~~September 30, 2020 and 2019, ~~respectively, and $2.3~~respectively.

•$3.5 million and ~~$2.6~~$3.8 million of intangible assets amortization for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and ~~2019.~~

2019, respectively.

Performance Materials

Segment net sales ~~decreased $6.6~~increased $7.8 million in the ~~second~~third quarter of 2020 compared to the ~~second~~third quarter of 2019. The ~~decrease~~increase was primarily ~~due~~driven by higher net sales in filtration of $8.5 million as demand increased in the air filtration market for face mask media in response to ~~decreased~~the COVID-19 pandemic. This increase was partially offset by lower sealing and advanced solutions net sales of ~~$11.5~~$0.7 million as these products partially serve the automotive industry and were impacted by lower demand ~~due~~as automotive customers continued to ~~automotive customer~~ramp-up production following shutdowns in the ~~second quarter~~first half of 2020 related to COVID-19. ~~This decrease was partially offset by increased net sales in filtration of $4.9 million as demand in the air filtration market for face mask media in response to the COVID-19 pandemic grew.~~ Foreign currency translation ~~had a negative impact on~~positively impacted segment net sales ~~of $0.4~~by $0.9 million, or ~~0.6%, in the second quarter of 2020 compared to the second quarter of 2019.~~1.6%.

The Performance Materials segment reported an operating ~~income~~loss of ~~$5.4~~($6.8) million in the ~~second~~third quarter of 2020, compared to operating income of ~~$3.3~~$0.7 million in the ~~second~~third quarter of 2019. The ~~increase~~decrease in operating income of ~~$2.1~~$7.5 million ~~or 420 basis points,~~ was primarily ~~due to improved~~driven by segment restructuring charges of $14.8 million in the third quarter of 2020. This decrease was partially offset by an improvement in segment gross margin of ~~370~~780 basis points, primarily related to favorable product mix from increased demand for face mask media, combined with lower material commodity and ~~to a lesser extent, lower~~production costs. Additionally, selling, product development and general administrative expenses ~~of 50~~decreased $0.3 million, or 280 basis points as a ~~percentage~~percent of segment net sales. Improved gross margin was primarily driven by favorable product mix related to increased face mask media demand, reduced fixed overhead costs from savings driven by the fourth quarter 2019 reduction-in-force program, and lower raw material commodity costs in the second quarter of 2020 compared to the corresponding 2019 period. Selling, product development and general administrative expenses decreased by $1.8 million,sales, primarily driven by lower travel expenses of $0.4 million, ~~the absence~~lower salaries of ~~a $0.4~~$0.2 million, lower bad debt ~~write-off in the second quarter of 2019, lower salaries and consulting~~ expense of ~~$0.3~~$0.2 million, ~~each.~~ and reduced other general administrative costs of ~~$1.2~~$0.1 million. These decreases were partially offset by increased accrued cash incentive compensation of ~~$0.8 million in the second quarter of 2020 compared to the corresponding period in 2019.~~$0.6 million.

Segment net sales ~~decreased $6.0~~increased $1.8 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 compared to the corresponding period in 2019. The ~~decrease~~increase was driven by the drivers noted above. Foreign currency translation had a ~~negative~~marginal impact on segment net sales ~~of $1.0 million, or 0.8%,~~ in the first ~~six~~nine months of 2020 compared to the first ~~six~~nine months of 2019.

The Performance Materials segment reported an operating loss of ($~~51.5)~~58.3) million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020, compared to operating income of ~~$4.8~~$5.5 million for the corresponding 2019 period. The ~~change~~decrease in operating income of ~~$56.3~~$63.7 million was primarily driven by goodwill and other long-lived asset impairment charges of $61.1 million in the first quarter of 2020 and segment restructuring charges of $14.8 million in the third quarter of 2020. ~~The impairment charges were~~This decrease was partially offset by ~~higher~~an improvement in segment gross margin of ~~300~~460 basis points, primarily due to favorable product mix driven by increased demand for face mask media, ~~combined with reduced~~lower material commodity and production costs, lower fixed overhead ~~and labor~~ costs from savings driven by the fourth quarter 2019 reduction-in-force program, and lower ~~material commodity and production costs~~depreciation expense related to the asset-write off in one of the segment's European plants in the first ~~six months~~quarter of ~~2020 compared to the corresponding 2019 period. After excluding the impairment charges,~~2020. Additionally, selling, product development and general administrative expenses ~~were favorable by 110~~decreased $2.9 million, or 170 basis points as a ~~percentage~~percent of segment net sales, ~~for the six-month period ended June 30, 2020, compared to the corresponding 2019 period,~~ primarily driven by decreased travel, consulting, ~~salaries~~ and ~~travel~~salaries expenses, partially offset by increased accrued cash incentive compensation.

Technical Nonwovens

Segment net sales decreased ~~$17.1~~$5.4 million, or ~~24.7%~~8.5%, in the ~~second~~third quarter of 2020 compared to the ~~second~~third quarter of ~~2020.~~2019. Industrial filtration net sales decreased $3.3 million, or 10.0%, driven by soft industrial end markets, primarily air filtration, in North America and Europe, as a result of the COVID-19 pandemic. Advanced materials net sales decreased $2.1 million, or 6.8%, in the third quarter of 2020 compared to the third quarter of 2019, driven primarily by lower geosynthetic product demand in Canada. Foreign currency translation positively impacted segment net sales by $0.8 million, or 1.2%.

The Technical Nonwovens segment reported operating income of $5.1 million, or 8.6% of segment net sales, in the third quarter of 2020, compared to $7.2 million, or 11.2% of net segment sales, in the third quarter of 2019. The decrease in operating income of $2.1 million was primarily driven by lower sales adversely impacting operating margin by 260 basis points. The decrease in operating margin was primarily driven by a decrease in gross margin of 180 basis points, primarily related to reduced customer pricing, unfavorable product mix, and unfavorable absorption on overhead costs, partially offset by lower material commodity and productivity costs. Selling, product development and general administrative expenses were flat with prior year with an increase in compensation costs offset by lower travel costs.

Segment net sales decreased $30.7 million, or 15.4%, in the first nine months of 2020 compared to the first nine months of 2019. Foreign currency translation had a negative impact on segment net sales of $1.3 million, or ~~1.9%~~0.7%, in the ~~second quarter~~first nine months of 2020 compared to the ~~second quarter of~~corresponding period in 2019. Industrial filtration net sales decreased ~~$9.3~~$23.6 million, or 24.0%, driven by soft industrial end markets, primarily air filtration, across all regions as a result of COVID-19, coupled with the negative impact of foreign currency. Advanced materials net sales decreased $7.8 million, or 25.6%, driven primarily by $3.2 million less in sales of automotive rolled-good material for use in the Thermal Acoustical Solutions segment manufacturing process due to the plant ramp downs in the second quarter of 2020 caused by COVID-19 and decreased geosynthetic product demand in Canada in the second quarter of 2020 compared to the second quarter of 2019.

The Technical Nonwovens segment reported operating income of $6.7 million, or 12.9% of net sales, in the second quarter of 2020, compared to $7.8 million, or 11.4% of net sales, in the second quarter of 2019. The decrease in operating income of $1.2 million was driven by the significant top-line reduction, yet operating margin improved 150 basis points as a result of improved gross margin of 230 basis points, partially offset by higher selling, product development and general administrative expenses of 90 basis points as a percentage of segment net sales. Gross margin improvement was primarily driven by an insurance claim settlement of $1.3 million, or 260 basis points coupled with lower material commodity and productivity costs, partially offset by unfavorable labor and variable overhead absorption on reduced volume. The increase in selling, product development and general administrative expenses as a percentage of net sales was primarily due to the $17.1 million reduction in sales, while expenses actually decreased $1.2 million, primarily driven by lower salaries of $0.4 million, decreased travel expenses of $0.3 million and reduced other general administrative costs of $0.5 million in the second quarter of 2020 compared to the second quarter of 2019.

Segment net sales decreased $25.3 million, or 18.8%, in the first six months of 2020 compared to the first six months of 2020. Foreign currency translation had a negative impact on segment net sales of $2.1 million, or 1.6%, in the first six months of 2020 compared to the first six months of 2019. Industrial filtration net sales decreased $20.3 million, or 25.0%20.7%, driven by soft global industrial end markets across all regions as a result of the COVID-19 pandemic, coupled with the negative impact

of foreign currency. Advanced materials net sales decreased ~~$5.0~~$7.1 million, or ~~9.3%~~8.4%, driven by ~~$2.9~~$3.4 million ~~less~~ in lower sales of automotive rolled-good material due to the plant ~~ramp downs~~ramp-downs in the ~~second quarter~~first half of 2020 caused by ~~COVID-19.~~COVID-19, coupled with lower geosynthetic product demand in Canada.

The Technical Nonwovens segment reported operating income of ~~$10.5~~$15.6 million, or ~~9.6%~~9.3% of segment net sales, in the first ~~six~~nine months of 2020, compared to ~~$12.6~~$19.7 million, or ~~9.3%~~9.9% of segment net sales, in the first ~~six~~nine months of 2019. The decrease in operating income of ~~$2.1~~$4.2 million was driven by ~~the significant top-line reduction~~lower sales volume due to the COVID-19 ~~yet~~pandemic, resulting in operating margin ~~improved 30~~erosion of 60 basis ~~points as a result of improved gross~~points. The decrease in operating margin ~~of 100 basis points, partially offset~~was primarily driven by higher selling, product development and general administrative expenses of 70 basis points, as a percentage of segment net sales, partially offset by improved gross margin of 10 basis points, as a percentage of segment sales. ~~Gross~~The gross margin improvement was primarily driven by lower raw material commodity costs and favorable product mix in North America related to personal protective equipment, partially offset by ~~unfavorable~~higher labor and variable overhead ~~absorption on reduced volume.~~costs. The increase in selling, product development and general administrative expenses, as a percentage of segment net sales, was primarily due to the ~~$25.3~~$30.7 million reduction in sales, ~~while~~but was partially offset by decreased expenses ~~actually decreased $1.8~~of $1.9 million, primarily driven by lower salaries expenses of ~~$0.9~~$0.8 million, ~~decreased~~a decrease in travel expenses of ~~$0.4~~$0.6 million, lower intangible amortization expense of $0.3 million, and ~~reduced~~lower other general administrative costs of ~~$0.5 million in the first six months of 2020 compared to the first six months of 2019.~~$0.2 million.

Thermal Acoustical Solutions

Segment net sales decreased ~~$55.8~~$2.4 million, or ~~59.9%~~2.7%, in the ~~second~~third quarter of 2020 compared to the ~~second~~third quarter of 2019. This decrease was primarily due to lower tooling sales of $1.8 million and, to a lesser extent, lower net parts sales of ~~$53.3~~$0.6 million, ~~driven by temporary plant ramp downs across all of its operations beginning in mid-March~~ as the ~~Company's~~Company continues to ramp-up production in line with it's large OEM customers ~~closed plants~~ramp-up after plant closures in the first half of ~~their own~~2020 due to the COVID-19 pandemic. The Company's Thermal Acoustical Solutions plants began ramping up production in May through the end of June, with the exception of plants in China, which resumed operations in April. Additionally, net tooling sales decreased $2.6 million in the second quarter of 2020 compared to the corresponding 2019 period. Foreign currency translation ~~had a negative impact on~~favorably impacted segment net sales ~~of $0.3~~by $1.3 million, or ~~0.3%, in the second quarter of 2020 compared to the second quarter of 2019.~~1.5%.

The Thermal Acoustical Solutions segment reported an operating ~~loss~~income of ~~($6.3)~~$1.2 million, or 1.4% of segment net sales, in the ~~second~~third quarter of 2020, compared to operating income of ~~$7.4~~$5.0 million, or ~~7.9%~~5.7% of segment net sales, in the ~~second~~third quarter of 2019. The decrease in operating income of ~~$13.6~~$3.8 million, or 430 basis points, as a percentage of net sales, was primarily due to the degradation of gross margin of 350 basis points driven by ~~the significant reduction in segment net sales~~operating inefficiencies due to ~~the COVID-19 pandemic. Additionally, unfavorable product mix on significant volume reduction of higher margin acoustical parts~~work force shortages directly related to an increase in COVID-19 cases, resulting in higher expedited freight and temporary labor costs as the ~~COVID-19 pandemic and the sunsetting of certain customer~~Company continued to ramp-up production at its facility in North America to meet its large OEM ~~platforms coupled with unfavorable labor absorption drove~~customers' demand. Operating income was further ~~degradation of gross margin. These decreases to operating income were partially offset~~impacted by ~~reduced fixed costs, primarily driven by reduction-in-force programs completed during the fourth quarter of 2019 and second quarter of 2020 along with furlough activity during plant ramp downs~~an increase in ~~response to the pandemic. Selling,~~selling, product development and administrative expenses ~~decreased $1.2~~of $0.5 million ~~primarily driven~~for higher compensation and consulting expenses, partially offset by ~~reduced severance expenses of $0.7 million and~~ lower ~~salaries of $0.3 million, but increased 610 basis points as a percentage of net sales due to the significant volume reduction in the second quarter of 2020 compared to the corresponding 2019 period.~~other general administrative costs.

Segment net sales decreased ~~$66.4~~$68.8 million, or ~~35.4%~~25.0%, for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 compared to the corresponding 2019 period. This decrease was primarily due to lower net parts sales of ~~$60.5~~$61.1 million, driven by temporary plant ~~ramp downs~~ramp-downs across all of its operations ~~beginning~~ in ~~mid-March~~the first half of 2020 as the Company's large OEM customers closed plants ~~of their own~~ due to the COVID-19 pandemic. Additionally, net tooling sales decreased ~~$5.9~~$7.6 million compared to the corresponding 2019 period. Foreign currency translation had a ~~negative~~marginal impact on segment net ~~sales of $1.1 million, or 0.6%, for the six months ended June 30, 2020 compared to the same 2019 period.~~sales.

The Thermal Acoustical Solutions segment reported an operating ~~loss~~income of ~~($0.7)~~$0.5 million, or 0.3% of segment net sales, for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 compared to operating income of ~~$16.8~~$21.9 million, or ~~9.0%~~7.9% of segment net sales, for the corresponding 2019 period. The decrease in operating income of ~~$17.5~~$21.4 million was primarily due to the degradation of gross margin driven by the significant reduction in segment net sales due to the COVID-19 pandemic ~~caused by~~in addition to the ~~same drivers noted~~operating inefficiencies in North America that occurred in the third quarter as discussed above. Selling, product development and administrative expenses decreased ~~$1.3 million, primarily driven by reduced severance expenses of~~ $0.7 ~~million and lower salaries of $0.5 million, but increased 210 basis points~~million; however, as a percentage of net sales, increased due to the significant sales volume reduction. The reduction ~~for the six-month period ended June 30, 2020 compared to the corresponding 2019 period.~~in selling, product development and administrative costs was driven by lower employee-related costs and travel expenses, partially offset by an increase in bad debt expense of $0.3 million and higher consulting expenses of $0.2 million.

Corporate Office Expenses

Corporate office expenses for the three-month period ended ~~June~~September 30, 2020 were ~~$7.6~~$8.8 million, compared to ~~$5.3~~$5.5 million in the corresponding period in 2019. The increase of ~~$2.3~~$3.3 million was primarily due to ~~increased corporate strategic initiatives~~

~~expenses~~an increase in compensation-related costs of ~~$0.8~~$1.9 million, higher ~~accrued cash incentive compensation~~consulting costs of $0.5 million ~~increased stock compensation expense of $0.4 million~~ and ~~increased~~an increase in other general administrative expenses of ~~$0.6~~$0.9 million in the ~~second~~third quarter of 2020 compared to the ~~second~~third quarter of 2019.

Corporate office expenses for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 were ~~$15.7~~$24.4 million, compared to ~~$12.0~~$17.4 million in the corresponding period in 2019. The increase of ~~$3.7~~$7.0 million was primarily due to ~~increased~~an increase in corporate strategic

initiatives expenses of $1.9 million, higher ~~accrued cash incentive compensation~~compensation-related costs of ~~$0.9~~$2.9 million, ~~increased~~an increase in stock compensation expense of ~~$0.4~~$0.5 million and ~~increased~~higher other general administrative expenses of ~~$0.5 million in the first six months of 2020 compared to the first six months of 2019.~~$1.7.

Liquidity and Capital Resources

The Company assesses its liquidity in terms of its ability to generate cash to fund operating, investing and financing activities. The principal source of liquidity is operating cash flows and borrowings under the Credit Facility. In addition to operating cash flows, other significant factors that affect the overall management of liquidity include capital expenditures, investments in businesses, strategic transactions, income tax payments, debt service payments, outcomes of contingencies, foreign currency exchange rates and employee benefit plan funding. The Company manages worldwide cash requirements by considering available funds among domestic and foreign subsidiaries. The Company expects to finance its 2020 operating activities and capital spending requirements from existing cash balances, cash provided by operating activities and through borrowings under the Credit Facility, as needed.

In December 2019, the Company entered into two arrangements with a banking institution to sell trade accounts receivable balances for select customers. ~~For~~In the ~~six-month period~~three-month and nine-month periods ended ~~June~~September 30, 2020, ~~and December 31, 2019,~~under both programs, the Company sold ~~$43.0~~$21.3 million and $64.3 million, respectively, in trade receivable balances, received $59.1 million in ~~trade receivables balances.~~total cash under the programs. The Company expects to receive the remainder, net of fees, in the fourth quarter of 2020. See “Transfer of Financial Assets” in Note 1, “Basis of Financial Statement Presentation” for additional information.

In June 2020, the Company reached an agreement with the U.S. Government that provides funding to cover a portion of the cost to install two new production lines for the production of meltblown material for N95 respirator, surgical and medical masks and for other technical resources. The Company will receive monthly payments in accordance with the agreement to fund up to $13.5 million. Additionally, the Company has a tentative agreement with the French Government to fund up to 30% of the Company’s investment in its facility in France supporting the European Union face mask production and air filter production.

At ~~June~~September 30, 2020, the Company held ~~$92.5~~$122.0 million in cash and cash equivalents, including ~~$49.7~~$62.8 million in the U.S. with the remaining held by foreign subsidiaries and ~~$286.0~~$283.5 million of borrowings outstanding and standby letters of credit outstanding of ~~$1.6~~$1.8 million.

The Company’s continued access to sources of liquidity depends on multiple factors, including global economic conditions, the COVID-19 pandemic’s effects on its customers and their production rates, the condition of global financial markets, the availability of sufficient amounts of financing, its operating performance and its credit ratings. The Company borrowed $20 million under the revolver portion of its Facility during the first quarter of 2020, in order to increase its cash position and preserve financial flexibility in light of the impact of the COVID-19 outbreak on its results of operations and liquidity. The Company is taking further actions to improve its liquidity, including capital expenditure and operating expense reductions and increased management and oversight of its working capital.

Interest rates on amounts outstanding under the Credit Agreement are variable based on LIBOR. The LIBOR benchmark has been the subject of national, international, and other regulatory guidance and proposals for reform. In July 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit rates for calculation of LIBOR after 2021. These reforms may cause LIBOR to perform differently than in the past, and LIBOR may ultimately cease to exist after 2021. Alternative, benchmark rate(s) may replace LIBOR and could affect the Company's debt securities, derivative instruments, receivables, debt payments and receipts. At this time, it is not possible to predict the effect of any changes to LIBOR, any phase out of LIBOR or any establishment of alternative benchmark rates. Any new benchmark rate will likely not replicate LIBOR exactly, which could impact ~~our~~the Company's contracts ~~which~~that terminate after 2021. There is uncertainty about how applicable law, the courts or the Company will address the replacement of LIBOR with alternative rates on variable rate retail loan contracts and other contracts that do not include alternative rate fallback provisions. In addition, any changes to benchmark rates may have an uncertain impact on ~~our~~the Company's cost of funds and ~~our~~ access to the capital markets, which could impact ~~our~~ liquidity, financial position or results of operations.

The Company continues to assess strategic initiatives that could result in costs being incurred in future quarters related to restructuring activities.

Financing Arrangements

2020 Amendment to the 2018 Credit Agreement

On August 31, 2018, the Company amended and restated its $175 million senior secured revolving credit agreement ("2018 Credit Agreement") which increased the available borrowing from $175 million to $450 million, added three additional lenders and extended the maturity date from July 7, 2021 to August 31, 2023. On May 11, 2020, the Company amended its 2018 Credit Agreement ("2020 Amendment") which, among other changes, modified certain financial covenants contained in the 2018 Credit Agreement, decreased the term loan facility from $200 million to $144 million and reduced the revolving credit facility from $250 million to $170 million. On October 14, 2020, the Company amended its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the Company's financial covenants. See Note 6, “Long-term Debt and Financing Arrangements” for additional information.

The Company has an interest rate swap in place to convert a portion of the Company's borrowings from a variable rate to a fixed rate. See Note 7, "Derivatives" for additional information.

Discussion and Analysis of Cash Flows

Operating Cash Flows

Net cash provided by operating activities for the ~~six-month~~nine-month period ended ~~June~~September 30, 2020 was ~~$40.4~~$74.6 million compared with ~~$36.2~~$63.0 million in the corresponding period in 2019. In the first ~~six~~nine months of 2020, net loss and non-cash adjustments were ~~$19.9~~$25.6 million compared to ~~$34.1~~$49.9 million in the first ~~six~~nine months of 2019. Since December 31, 2019, net operating assets and liabilities decreased by ~~$20.5~~$49.0 million, compared to ~~$2.1~~$13.0 million ~~from~~during the comparative nine-month period beginning December 31, 2018. The decrease in working capital since December 31, 2019 was primarily due to an increase of ~~$8.3~~$28.4 million in accounts payable, ~~and $5.8~~$7.2 million in accrued ~~taxes.~~payroll and other compensation and an decrease of $10.1 in inventory, partially offset by an increase in accounts receivable of $8.3 million. The increase in accounts payable was primarily driven by the timing of vendor payments, including capital expenditures within all segments of the Company. The increase in ~~accrued taxes~~accounts receivable was primarily due to higher net sales in the ~~timing~~third quarter of ~~U.S. income tax payables within~~2020 compared to the ~~first six months~~fourth quarter of ~~2020.~~2019.

Investing Cash Flows

In the ~~six-month~~nine-month periods ended ~~June~~September 30, 2020 and 2019, net cash used for investing activities consisted of capital expenditures of ~~$15.5~~$20.5 and ~~$20.3~~$27.2 million, respectively. In the first ~~six~~nine months of 2020 net cash used for investing activities was partially offset by ~~$3.4~~$4.3 million in cash inflows for collections of finance receivables under the Company’s receivable financing arrangements. In the first ~~six~~nine months of 2019, net cash used for investing activities included cash proceeds of $1.4 million from a final purchase price adjustment for the Interface acquisition less cash outflows of $0.5 million to fund an acquisition. The Company also received proceeds of $2.3 million from the divestiture of the Geosol business during the second quarter of 2019.

Financing Cash Flows

In the ~~six-month~~nine-month period ended ~~June~~September 30, 2020, net cash provided by financing activities was ~~$13.5~~$10.7 million compared to net cash used for financing activities of ~~$25.2~~$38.2 million in the corresponding period in 2019. The Company made debt repayments of ~~$7.0~~$9.5 million and ~~$25.2~~$38.2 million in the first ~~six~~nine months of 2020 and 2019, respectively. In the first ~~six~~nine months of 2020, the Company borrowed $20.0 million from its Amended Credit Facility as a precautionary measure in light of the uncertainty caused by COVID-19. The Company held $0.2 million in proceeds from servicing receivables owed to the banking institution which was paid in October.

Critical Accounting Estimates

The preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Note 1, "Significant Accounting Policies" of the “Notes to Consolidated Financial Statements” and Critical Accounting Estimates in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and the “Notes to Condensed Consolidated Financial Statements” of this report describe the significant accounting policies and critical accounting estimates used in the preparation of the consolidated financial statements. The Company’s management is required to make judgments and estimates about the effect of matters that are inherently uncertain. Actual results could differ from management’s estimates.

During the three-month period ended March 31, 2020, the Company recorded a goodwill impairment charge of $48.7 million, and a long-lived asset impairment charge of $12.4 million, both in the Performance Materials reporting unit. See Note 5, "Impairments of Goodwill and Other Long-Lived Assets", to the “Notes to Condensed Consolidated Financial Statements” of this report for additional discussion of the facts and circumstances surrounding and critical estimates made regarding the

impairment charges. The Company continues to monitor the recoverability of the long-lived assets within the Thermal Acoustical Solutions segment taking into consideration on-going financial results and automotive market conditions.

There have been no other significant changes in the Company’s critical accounting estimates during the ~~six-month~~nine-month period ended ~~June~~September 30, 2020.

4547


Item 3.			Quantitative and Qualitative Disclosures about Market Risk

The Company’s limited market risk exposures relate to changes in foreign currency exchange rates and interest rates.

Foreign Currency Risk

The Company has operations in France, Germany, China, the United Kingdom, Canada, India and the Netherlands, in addition to the United States. As a result of this, the Company’s financial results are affected by factors such as changes in foreign currency exchange rates or economic conditions in the foreign markets where the Company manufactures and distributes its products. The Company’s currency exposure is to the U.S. dollar, the Euro, the Chinese Yuan, the British Pound Sterling, the Canadian Dollar, the Japanese Yen, the Indian Rupee and the Hong Kong Dollar. The Company’s foreign and domestic operations attempt to limit foreign currency exchange transaction risk by completing transactions in local functional currencies, whenever practicable. The Company may periodically enter into foreign currency forward exchange contracts to mitigate exposure to foreign currency volatility. In addition, the Company utilizes bank loans and other debt instruments throughout its operations. To mitigate foreign currency risk, such debt is denominated primarily in the functional currency of the operation maintaining the debt.

The Company also has exposure to fluctuations in currency risk on intercompany loans that the Company makes to certain of its subsidiaries. The Company may periodically enter into foreign currency forward contracts which are intended to offset the impact of foreign currency movements on the underlying intercompany loan obligations.

Interest Rate Risk

The Company’s interest rate exposure is most sensitive to fluctuations in interest rates in the United States and Europe, which impact interest paid on its debt. The Company has borrowings outstanding of ~~$286.0~~$283.5 million from its Amended Credit Facility at ~~June~~September 30, 2020, with variable rates of interest based generally on LIBOR. Increases in interest rates could therefore significantly increase the associated interest payments that the Company is required to make on this debt. From time to time, the Company may enter into interest rate swaps or other hedging agreements to manage interest rate risk.

In November 2018, the Company entered into a five year interest rate swap agreement with a bank which converts the interest on a notional $139.0 million of the Company's one-month LIBOR-based borrowings under its 2018 Credit Agreement from a variable rate, plus the borrowing spread, to a fixed rate of 3.09% plus the borrowing spread. The notional amount reduces quarterly by fluctuating amounts through August 2023. In April 2017, the Company entered into a three-year interest rate swap agreement with a bank which converts the interest on a notional $60.0 million of the Company's borrowings from a variable rate, plus the borrowing spread, to a fixed rate of 1.58% plus the borrowing spread. The notional amount reduced quarterly by $5.0 million through March 31, 2020 and is now settled. Effectiveness of the remaining derivative agreement was assessed quarterly, or more frequently, if necessary, by ensuring that the critical terms of the swap continues to match the critical terms of the hedged debt in order to report gains or losses on the derivative instrument in other comprehensive income.

The Company has assessed its exposure to changes in interest rates by analyzing the sensitivity to the Company's earnings assuming various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates on the variable portion of the ~~$286.0~~$283.5 million outstanding borrowings as of ~~June~~September 30, 2020, the Company’s net income would decrease by an estimated ~~$1.3~~$1.4 million over a twelve-month period.


Item 4.			Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, including the Company’s President and Chief Executive Officer (the “CEO”) and the Executive Vice President and Chief Financial Officer (the "CFO"), conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the

4648

Securities Exchange Act of 1934, as amended (the “Exchange Act”)). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "SEC"), and that such information is accumulated and communicated to management of the Company, with the participation of its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of ~~June~~September 30, 2020 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the three-month period ended ~~June~~September 30, 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company has not experienced any material impact to its internal control over financial reporting during the COVID-19 pandemic. Most of the Company’s corporate and non-production employees worked remotely during the period in which these financial statements were prepared due to the impact of COVID-19. The Company enhanced its oversight and monitoring during the financial close and reporting process, including higher awareness and monitoring of cybersecurity threats. Other than enhancing its oversight and monitoring processes, the Company did not alter or compromise its disclosure controls and procedures. The Company continues to monitor and assess the need to modify or enhance its disclosure controls to ensure disclosure controls and procedures continue to be effective.

4749

PART II. OTHER INFORMATION


Item 1.			Legal Proceedings

The Company is subject to legal proceedings, claims, investigations and inquiries that arise in the ordinary course of business such as, but not limited to, actions with respect to commercial, intellectual property, employment, personal injury, and environmental matters. The Company believes that it has meritorious defenses against the claims currently asserted against it and intends to defend them vigorously. While the outcome of litigation is inherently uncertain and the Company cannot be sure that it will prevail in any of the cases, subject to the matter referenced below, the Company is not aware of any matters pending that are expected to have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.

In the fourth quarter of 2016, as part of a groundwater discharging permitting process, water samples collected from wells and process water basins at the Company’s Rochester New Hampshire manufacturing facility, within the Performance Materials segment, showed concentrations of Per and Polyfluorinated Substances (“PFAS”) in excess of state ambient groundwater quality standards. In January 2017, the Company received a notification from the State of New Hampshire Department of Environmental Services (“NHDES”) naming Lydall Performance Materials, Inc. a responsible party with respect to the discharge of regulated contaminants and, as such, is required to take action to investigate and remediate the impacts in accordance with standards established by the NHDES. The Company conducted a site investigation, the scope of which was reviewed by the NHDES, in order to assess the extent of potential soil and groundwater contamination and develop a remedial action. Based on input received from NHDES in March 2017 with regard to the scope of the site investigation, the Company recorded $0.2 million of expense. In 2018, the Company received a response from the NHDES to the site investigation report outlining proposed remedial actions. The Company recorded an additional $0.1 million of expense in 2018 associated with the expected costs to remediate the impacts of the discharge of regulated contaminants in accordance with standards established by the NHDES. During 2018 the environmental liability was fully reduced reflecting payments made to vendors, resulting in no balance at December 31, 2018. Additionally, the Company incurred $0.2 million of capital expenditures in 2018, in relation to the lining of the Company's fresh water lagoons. The site investigation isand remedial action plan are ongoing. The Company cannot be sure that costs will not exceed the current estimates until this matter is closed with the NHDES, nor that any future corrective action at this location would not have a material effect on the Company’s financial condition, results of operations or cash flow.

Provisions for such matters are charged to expense when it is probable that a liability has been incurred and reasonable estimates of the liability can be made. Estimates of environmental liabilities are based on a variety of matters, including, but not limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, and presently enacted laws and regulations. In future periods, a number of factors could significantly impact any estimates of environmental remediation costs.

Some of the Company’s OEM contracts in the Thermal Acoustical Solutions (“TAS”) segment contain provisions that require the Company to pay expedited freight if it fails or threatens to fail to deliver product timely and/or damages if the Company is the cause of production disruptions at customer facilities. Historically, the Company has paid expedited freight costs as needed to meet delivery obligations. In late third quarter 2020, as a result of labor shortages and operational inefficiencies directly related to COVID-19, TAS was unable to manufacture parts timely, resulting in customer production disruptions. Because of the unforeseen and unforeseeable nature of the COVID-19 pandemic, which is out of the Company’s control, in early October the Company invoked force majeure or commercial impracticability to certain customers as a legal excuse for delayed performance of contract and defense to claims that may be asserted by customers. A recent resurgence of cases in that same facility has caused the Company to expand its declaration of force majeure or commercial impracticability to other impacted customers. Although the Company believes it has a strong legal basis for asserting force majeure or commercial impracticability as a result of COVID-19, it is reasonably possible customers may assert claims against the Company, and the

Company could be subject to financial damages to customers, which could have a material effect on the Company’s consolidated results of operations and cash flows. The Company has not received any such claims and is unable to estimate the amount of any such future claims, if any, at this time


Item 1A.			Risk Factors

See Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as updated by Part II, Item 1, Legal Proceedings, of this Report and by the new risk factors added below. The COVID-19 pandemic has heightened, and in some cases manifested, certain of the risks the Company normally faces in operating ~~our~~the business, including those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and the risk factor disclosure in the Form 10-K is qualified by the information relating to COVID-19 that is described in this report, including the risk factors set forth below. The risks described in this report and in the Annual Report on Form 10-K, and the “Cautionary Note Concerning Forward-Looking Statements” in this report, are not the only risks faced by the Company. Additional risks and uncertainties not currently known or that are currently judged to be immaterial may also materially affect the Company’s business, financial position, results of operations or cash flows.

The Company’s financial condition and results of operations have been, and are expected to continue to be, adversely affected by the recent COVID-19 pandemic.

The global outbreak of COVID-19 has caused a material adverse effect on the level of economic activity around the world, including in all markets served by the Company. In response to this outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations. The Company has implemented numerous measures attempting to manage and mitigate the effects of the virus. While the Company has implemented programs to mitigate the impact of these measures on its results of operations, there can be no assurance that these programs will be successful. The Company cannot predict the degree to, or the time period over, which its sales and operations will be affected by this outbreak and preventative measures, and the effects could be material.

The COVID-19 pandemic poses the risk that we or the Company’s affiliates, employees, suppliers, customers and others may be restricted or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result of employee health and safety concerns, social distancing protocols, shutdowns, shelter in place orders, travel restrictions and other actions and restrictions that may be requested or mandated by governmental authorities. For example, the Company experienced a temporary reduction of its manufacturing and operating capacity in China as a result of government-mandated actions to control the spread of COVID-19. Additionally, beginning in March 2020, the Company experienced the ~~ramp down~~ramp-down of its automotive manufacturing facilities in the Americas and European regions coinciding with the shutdown of its major automotive customer facilities in these regions. While many of the Company’s other facilities have been designated by its customers as essential business in jurisdictions in which facility closures have otherwise been mandated, the Company can give no assurance that this will not change in the future or that its businesses will continue to be classified as essential in each of the jurisdictions in which it operates.

Additionally, restrictions on the Company’s access to its manufacturing facilities or on its support operations or workforce, or similar limitations for its distributors and suppliers, could continue to limit customer demand and/or the Company’s capacity to meet customer demand and have a material adverse effect on its business, financial condition and results of operations. In addition, the Company has modified its business practices (including employee travel, employee work locations, limited/restricted third-party access to the Company's facilities, and cancellation of physical participation in meetings, events and conferences), and may take further actions as may be required by government authorities, for the continued health and safety of its employees, or that the Company otherwise determines are in the best interests of its employees, customers, partners, and suppliers. Further, the Company has experienced disruptions and operational inefficiencies from COVID-19-related illnesses and workforce shortages and may continue to experience such disruptions and operational inefficiencies in the future. The Company may experience ~~disruptions or~~ delays in its supply chain, ~~as a result of such actions,~~ which is likely to result in higher supply chain costs to the Company in order to maintain the supply of materials and components for its products.

Managing the impact of COVID-19 on the Company has and will continue to require significant investment of time from its management and employees, as well as resources across its global enterprise. The focus on managing and mitigating the impacts of COVID-19 on the Company’s business may cause it to divert or delay the application of its resources toward other or new initiatives or investments, which may cause a material adverse impact on its results of operations.

The Company may also experience impacts from market downturns and changes in consumer behavior related to pandemic fears and impacts on its workforce as a result of COVID-19. The Company has experienced a significant decline in demand from certain customers as a result of COVID-19. In addition, the Company’s customers may choose to delay or abandon

projects for which the Company provides products and/or services in response to the adverse impact of COVID-19 and the measures to contain its spread have had on the global economy.

In late third quarter 2020, the Thermal Acoustical Solutions segment caused interruption of two customer production lines as a result of labor shortages and operational inefficiencies directly related to COVID-19 causing the Company to invoke force majeure (or excusable delay) with these two customers. A recent resurgence of cases in that same facility has caused the Company to expand its declaration of force majeure (or excusable delay) with most of its automotive customers. If the COVID-19 pandemic becomes more pronounced in the markets in which the Company or its automotive industry customers operate, or there is a resurgence in the virus in markets currently recovering from the spread of COVID-19, then its operations in areas impacted by such events could experience further materially adverse financial impacts due to market changes and other resulting events and circumstances. The extent to which the COVID-19 outbreak continues to impact the Company’s financial condition will depend on future developments that are highly uncertain and are difficult to predict, including new government actions or restrictions, new information that may emerge concerning the severity, the longevity and the impact of COVID-19 on economic activity. To the extent the COVID-19 pandemic materially adversely affects the Company’s business and financial results, it may also have the effect of significantly heightening many of the other risks associated with ~~our~~the Company's business and indebtedness, including those described in ~~in our~~the most recent Annual Report on Form 10-K for the year ended December 31, 2019.

The COVID-19 pandemic presents significant challenges to the Company’s liquidity and ability to comply with its financial covenants.

The Company’s continued access to sources of liquidity and ability to comply with its financial covenants depends on multiple factors, including global economic conditions, the COVID-19 pandemic’s effects on its customers and their production rates, the condition of global financial markets, the availability of sufficient amounts of financing, its operating performance and its credit worthiness. The Company relies on the credit markets to provide it with liquidity to operate and grow its businesses beyond the liquidity that operating cash flows provide. In March 2020, the Company drew down an incremental $20.0 million under its 2018 Credit Agreement to provide liquidity as it addresses critical issues that may arise. In addition, on May 11, 2020, the Company amended its 2018 Credit Agreement, which, among other changes, decreased available from $450 million to $314 million and modified financial covenants, at least one of which the Company expected to fail under the 2018 Credit Agreement as early as the second quarter of 2020. As a result of the impacts of the COVID-19 pandemic, the Company's access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, its prospects and its credit ratings. The Company believes that its liquidity resources, including the Facility, are sufficient to meet its working capital needs and other cash requirements. The Company was in compliance with the modified financial covenants as of and for the ~~three month~~three-month period ended ~~June~~September 30, 2020, and management does not anticipate noncompliance in the foreseeable future.

The Company may not be able to collect amounts owed to it or sell its inventory due to customers becoming significantly impacted by the COVID-19 pandemic.

The Company may experience an increase in uncollectible receivables if customers are severely impacted by COVID-19 and are unable to pay. Additionally, the Company may experience an increase in inventory write-off charges for those inventory items that have no alternative use for customers that are severely impacted by COVID-19.

Increased cybersecurity vulnerabilities and threats and more sophisticated and targeted computer crime pose a risk to the Company’s systems, networks, and data.

Increased global cybersecurity vulnerabilities and threats and more sophisticated and targeted cyber-related attacks pose an ongoing risk to the security of the Company’s systems and networks and the confidentiality, availability and integrity of the Company’s data. While the Company has not to date suffered a material loss from cyber incidents, from time to time, the Company experiences attacks on its systems and networks, including attacks that introduce malicious software into ~~our~~the Company's systems and networks, or gain access to and manipulate information in order to perpetrate a fraud on the Company or customers. Cyber threats are constantly evolving, thereby increasing the efforts and controls required to prevent, detect and successfully defend against them. While the Company attempts to mitigate these risks by employing a number of measures, including employee training, monitoring and testing, and maintenance of protective systems and contingency plans, the Company remains vulnerable to additional known or unknown threats. Moreover, as a result of the COVID-19 pandemic, a greater number of ~~our~~ employees are working remotely, which further increases the Company's vulnerability to the cyber risks. The Company's systems and networks contain sensitive, confidential or personal data or information in certain of the Company’s businesses that is subject to foreign, federal, state and local privacy and security laws, regulations and customer-imposed controls.

Despite efforts made by the Company to protect sensitive, confidential or personal data or information, the Company remains vulnerable to security breaches, ransomware, theft, misplaced or lost data, programming errors, employee errors and/or malfeasance and the compromising or loss of sensitive, confidential or personal data or information could adversely impact the Company's results of operations and cash flows. Although the Company carries cybersecurity insurance, in the event of a cyber incident, that insurance may not be extensive enough or adequate in scope of coverage or amount to cover damages the Company may incur. In addition, a cyber-related attack could result in other negative consequences, including loss of information, damage to the Company’s reputation or competitiveness, remediation or increased protection costs, litigation or regulatory action.

The General Data Protection Regulation ("GDPR"), which went into effect in the European Union ("EU") on May 25, 2018, among other things, mandates new requirements regarding the handling of personal data of employees and customers, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves. If the Company fails to comply with these laws or regulations, we could be subject to significant litigation, monetary damages, regulatory enforcement actions or fines in one or more jurisdictions.

5053


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

During the three-month period ended ~~June~~September 30, 2020, the Company ~~did not repurchase any~~acquired 1,424 shares of ~~its~~ common ~~stock.~~stock through withholding, pursuant to provisions in agreements with recipients of restricted stock granted under the Company’s equity compensation plans, which allow the Company to withhold the number of shares having fair value equal to each recipient’s tax withholding due.



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares That May Yet Be Purchased Under the Program
July 1, 2020 - July 31, 2020	1,070	$	15.86	—	—
August 1, 2020 - August 31, 2020	—	$	—	—	—
September 1, 2020 - September 30, 2020	354	$	18.84	—	—
	1,424	$	16.60	—	—

Item 5.

Other Information

2020 Amendment to the 2018 Credit Agreement

On October 14, 2020, the Company amended its 2018 Credit Agreement to allow certain restructuring and other charges, as defined by the amendment, to be excluded from EBITDA in the calculation of the Company's financial covenants. See Note 6, "Long-term Debt and Financing Arrangements" and Part 1, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Financing Arrangements” for additional information. A copy of the Amendment is filed herewith as Exhibit 10.2 and incorporated herein by reference. The above description of the Amendment is qualified in its entirety by reference to such exhibit.


Item 6.			Exhibits


Exhibit Number						Description

10.1						Third Amendment to Second Amended and Restated Credit Agreement, dated May 11, 2020, by and among Lydall, Inc., as borrower, the Guarantors named therein, and Bank of America, N.A., as Agent for the Lenders, filed as Exhibit 10.1 to the registrant's Form 10-Q dated May 11, 2020, and incorporated herein by this reference.

10.2						Fourth Amendment to Second Amended and Restated Credit Agreement, dated October 14, 2020, by and among Lydall, Inc., as borrower, the Guarantors named therein, and Bank of America, N.A., as Agent for the Lenders, filed as Exhibit 10.2 to the registrant's Form 10-Q dated October 27, 2020, filed herewith.

31.1						Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal executive officer, filed herewith.

31.2						Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal financial officer, filed herewith.

32.1						Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5256

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	LYDALL, INC.

~~July 28,~~October 27, 2020	By:	/s/ Randall B. Gonzales
		Randall B. Gonzales Executive Vice President and Chief Financial Officer (On behalf of the Registrant and as Principal Financial Officer)

5357


In thousands of dollars and shares	Common Stock Shares	Common Stock Amount		Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity
Balance at March 31, 2020	25,401	$	254	$	94,905	$	284,208	$	(35,159)	$	(90,631)	$	253,577
Net loss						(5,857)						(5,857)
Other comprehensive income, net of tax								4,461				4,461

Stock issued under employee plans	23	1										1
Stock-based compensation expense				720								720
Stock issued to directors	43			360								360




Balance at June 30, 2020	25,467	$	255	$	95,985	$	278,351	$	(30,698)	$	(90,631)	$	253,262


	For the Six Months Ended June 30, 2019
In thousands	Performance Materials		Technical Nonwovens		Thermal Acoustical Solutions		Eliminations and Other		Consolidated Net Sales

North America	$	94,199	$	79,856	$	127,837	$	(12,734)	$	289,158
Europe	32,386		36,840		51,645		(381)		120,490
Asia	3,097		17,988		8,103		—		29,188
Total Net Sales	$	129,682	$	134,684	$	187,585	$	(13,115)	$	438,836


In thousands	Foreign Currency Translation Adjustment		Defined Benefit Pension Adjustment					Gains and Losses on Cash Flow Hedges			Total Accumulated Other Comprehensive (Loss) Income
Balance at March 31, 2020	$	(27,979)	$	(2,749)		$	(4,431)		$	(35,159)
Other comprehensive income (loss)	5,146		—			(1,082)		(a)	4,064
Amounts reclassified from accumulated other comprehensive loss	—		—			397		(b)	397
Balance at June 30, 2020	$	(22,833)	$	(2,749)		$	(5,116)		$	(30,698)
Balance at December 31, 2019	(18,022)		(3,080)			(4,877)			(25,979)
Other comprehensive loss	(4,811)		—			(636)		(a)	(5,447)
Amounts reclassified from accumulated other comprehensive loss	—		331		(c)	397		(b)	728
Balance at June 30, 2020	$	(22,833)	$	(2,749)		$	(5,116)		$	(30,698)


	For the Three Months Ended June 30, 2020
Components (in thousands except per share amounts)	Operating Income Impact		Pre-tax EPS Impact		Tax Effect EPS Impact (1)		Net EPS Impact
Strategic initiatives expenses	$	(1,230)	$	(0.07)	$	0.01	$	(0.06)
Reduction-in-force severance expenses	$	(257)	$	(0.02)	$	0.01	$	(0.01)


	For the Three Months Ended June 30,
In thousands	2020		2019		Dollar Change
Performance Materials Segment:
Filtration	$	29,636	$	24,732	$	4,904
Sealing and Advanced Solutions	28,837		40,370		(11,533)
Performance Materials Segment net sales	58,473		65,102		(6,629)

Technical Nonwovens Segment (1):
Industrial Filtration	29,413		38,706		(9,293)
Advanced Materials (2)	22,594		30,372		(7,778)
Technical Nonwovens Segment net sales	52,007		69,078		(17,071)

Thermal Acoustical Solutions Segment:
Parts	32,448		85,705		(53,257)
Tooling	5,000		7,567		(2,567)
Thermal Acoustical Solutions Segment net sales	37,448		93,272		(55,824)





Eliminations and Other (2)	(1,768)		(6,641)		4,873
Consolidated Net Sales	$	146,160	$	220,811	$	(74,651)