Background and Basis of Presentation | Background and Basis of Presentation Background Neenah, Inc. ("Neenah" or the "Company"), is a Delaware corporation incorporated in April 2004. The Company has two primary operations: its technical products business and its fine paper and packaging business. See Note 12, "Business Segment Information." Basis of Consolidation and Presentation These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and, in accordance with those rules and regulations, do not include all information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Management believes that the disclosures made are adequate for a fair presentation of the Company’s results of operations, financial position and cash flows. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of operations, financial position and cash flows for the interim periods presented herein. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make extensive use of estimates and assumptions that affect the reported amounts and disclosures. Actual results may vary from these estimates. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year. The condensed consolidated financial statements of Neenah and its subsidiaries included herein are unaudited. The condensed consolidated financial statements include the financial statements of the Company and its wholly owned and majority owned subsidiaries. Intercompany balances and transactions have been eliminated. Earnings per Share ("EPS") The following table presents the computation of basic and diluted EPS (dollars in millions except per share amounts, shares in thousands): Earnings (Loss) Per Basic Common Share Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Loss from continuing operations $ (29.7) $ (50.1) $ (21.4) $ (33.7) Amounts attributable to participating securities — — (0.1) (0.1) Net loss available to common stockholders $ (29.7) $ (50.1) $ (21.5) $ (33.8) Weighted-average basic shares outstanding 16,851 16,797 16,844 16,812 Basic loss per share $ (1.76) $ (2.98) $ (1.27) $ (2.01) Earnings (Loss) Per Diluted Common Share Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Loss from continuing operations $ (29.7) $ (50.1) $ (21.4) $ (33.7) Amounts attributable to participating securities — — (0.1) (0.1) Net loss available to common stockholders $ (29.7) $ (50.1) $ (21.5) $ (33.8) Weighted-average basic shares outstanding 16,851 16,797 16,844 16,812 Add: Assumed incremental shares under stock compensation plans (a) — — — — Weighted-average diluted shares 16,851 16,797 16,844 16,812 Diluted loss per share $ (1.76) $ (2.98) $ (1.27) $ (2.01) (a) For the three months ended June 30, 2021 and 2020, there were 324,182 and 338,690 potentially dilutive options, respectively, excluded from the computation of dilutive common shares because the exercise price of such options exceeded the average market price of the Company’s Common Stock. For the six months ended June 30, 2021 and 2020, there were 324,189 and 340,886 potentially dilutive options, respectively, similarly excluded from the computation of dilutive common shares. In addition, as a result of the loss from continuing operations for the three and six months ended June 30, 2021, incremental shares of 51,000 and 49,000, respectively, resulting from the dilutive options and performance share units, were excluded from the diluted earnings per share calculation as the effect would have been anti-dilutive. Similarly, as a result of the loss from continuing operations for the three and six months ended June 30, 2020, incremental shares of 23,000 and 28,000, respectively, resulting from the dilutive options and performance share units, were excluded from the diluted earnings per share calculation as the effect would have been anti-dilutive. Fair Value of Financial Instruments The Company measures the fair value of financial instruments in accordance with Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements and Disclosures ("ASC Topic 820") which establishes a framework for measuring fair value. ASC Topic 820 provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). As of June 30, 2021, the carrying values of the Company’s debt approximated fair value. The fair value for all debt instruments was estimated from Level 2 measurements using rates currently available to the Company for debt of the same remaining maturities. During the three months ended March 31, 2021, in anticipation of the Itasa acquisition (as further defined and discussed in Note 4, "Acquisition"), the Company entered into foreign currency forward contracts to purchase €205.9 million at a weighted average exchange rate of $1.203 per euro on April 6, 2021. These contracts were designed to act as economic hedges for the pending Itasa acquisition and were settled on that date with a loss of $5.1 million. As of June 30, 2021, the Company had $0.7 million in marketable securities in the U.S. classified as "Other Noncurrent Assets" on the Condensed Consolidated Balance Sheet. The cost of such marketable securities was $0.7 million. Fair value for the Company’s marketable securities was estimated from Level 1 inputs. The Company’s U.S. marketable securities are designated for the payment of benefits under its supplemental employee retirement plan ("SERP"). As of June 30, 2021, Neenah Germany had investments of $2.2 million that were restricted to the payment of certain post-retirement employee benefits of which $0.8 million and $1.4 million are classified as "Prepaid and other current assets" and "Other Noncurrent Assets", respectively, on the Condensed Consolidated Balance Sheet. The cost of these investments approximated market. Revenue from Contracts with Customers The Company recognizes sales revenue at a point in time following the transfer of control of the product to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. Sales are reported net of allowable discounts and estimated returns. Reserves for cash discounts, trade allowances and sales returns are estimated using historical experience. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, the Company records customer payments of shipping and handling costs as a component of net sales and classifies such costs as a component of cost of sales. The Company excludes tax amounts assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers from our measurement of transaction prices. Accordingly, such tax amounts are not included as a component of net sales or cost of sales. The Company considers each transaction/shipment as a separate performance obligation. Neenah recognizes revenue when the title transfers to the customer. As such, the remaining performance obligations at period end are not considered significant. Refer to Note 12, "Business Segment Information" for disaggregation of segment revenue from contracts with customers for the three and six months ended June 30, 2021 and 2020. Allowance for Uncollectible Accounts Receivable Losses on receivables are estimated based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written-off when it is expected that contractual payments due will not be collected in accordance with the terms of the agreement. The allowance for uncollectible accounts receivable was $1.8 million and $1.5 million as of June 30, 2021 and December 31, 2020, respectively. The Company recorded a $1.0 million provision for uncollectible accounts receivable from the impacts of COVID-19 for the six months ended June 30, 2020. There were no significant adjustments for the three and six months ended June 30, 2021. Leases As of June 30, 2021, the Company has $22.5 million of finance leases, primarily for manufacturing facilities in Spain and Mexico as a result of the Itasa acquisition. The finance lease Right-of-Use ("ROU") assets acquired were valued at $22.1 million, with corresponding lease liabilities, with a weighted-average term of approximately 19.5 years and weighted-average discount rate of 4.3%. Finance leases with terms greater than 12 months are included in "Finance Lease Right-of-Use Assets", "Finance lease liabilities payable within one year" and "Noncurrent Finance Lease Liabilities" on the Condensed Consolidated Balance Sheets. The Company has operating leases for corporate offices, warehouses, converting operations, and certain equipment, with remaining lease terms of up to 10 years, some of which include options to extend the leases for up to five years. The Company determines if an arrangement is a lease at inception. Operating leases with terms greater than 12 months are included in "Operating Lease Right-of-Use Assets", "Operating lease liabilities payable within one year" and "Noncurrent Operating Lease Liabilities" on the Condensed Consolidated Balance Sheets. Impacts of COVID-19 The Company recorded incremental and direct costs of responding to the novel coronavirus pandemic (“COVID-19”) of $0.2 million and $0.7 million for the three and six months ended June 30, 2021, respectively. For the three and six months ended June 30, 2020, the Company recorded $0.4 million and $1.5 million, respectively, related to COVID-19. |