| SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Business — Lydall, Inc. and its subsidiaries (collectively, “Lydall”, "the Company”, “we” and “our”) design, manufacture, and market specialty filtration and advanced materials solutions that contribute to a cleaner, quieter, and safer world. The Company operates in a variety of attractive end markets supported by global megatrends such as the demand for indoor air quality and lower emissions, near sourcing of supply chains, and vehicle electrification redefining safety and sound. Lydall solves our customers' problems culminating in demanding applications, including: high performance air and liquid specialty filtration, molecular filtration, engineered fiber based sealing solutions, specialty insulation including high temperature and ultra-low temperature (cryogenic) insulation, needle punch nonwoven materials for industrial, geosynthetic, medical and other specialty applications; and thermal management and acoustical products and solutions to assist in the reduction of noise, vibration, and harshness. The Company conducts its business through three reportable segments: Performance Materials, Technical Nonwovens, and Thermal Acoustical Solutions. Principles of consolidation — The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain amounts in prior year Consolidated Financial Statements and the accompanying Notes have been reclassed to conform to current year presentation. Estimates and assumptions — The preparation of the Company’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; goodwill and other intangible assets; valuation allowances for receivables, inventories and income taxes; valuation of equity compensation; obligations related to employer sponsored benefit plans; and estimates for environmental and other contingent liabilities. Actual results could differ materially from those estimates. Additional cash flow information — Non-cash investing activities include non-cash capital expenditures of $5.4 million, $5.5 million, and $4.9 million that were included in accounts payable at December 31, 2020, 2019 and 2018 respectively. Cash and cash equivalents — Cash and cash equivalents include cash on hand and demand deposits. Concentrations of credit risk — Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, trade accounts receivable and contract assets. The Company deposits its cash and cash equivalents in high-quality financial institutions. As these deposits are generally redeemable upon demand and are held by high quality, reputable institutions, we consider them to bear minimal credit risk. The Company believes its concentrations of credit risk with respect to trade accounts receivable and contract assets is mitigated by the Company’s ongoing credit evaluation of customers’ creditworthiness and generally does not require collateral. The Company establishes the allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical losses, current economic conditions, geographic considerations, and other information. We work towards diversifying our customer base to mitigate the concentration of credit risk. At December 31, 2020 and December 31, 2019, no customer accounted for more than 10.0% of total accounts receivable. Foreign sales, including U.S. and non-U.S. customers, and US export sales totaled 55.3% of the Company’s net sales in 2020, 53.1% in 2019, and 53.5% in 2018. Export sales primarily to Canada, Mexico, Asia and Europe were $80.2 million, $86.3 million, and $56.8 million in 2020, 2019, and 2018, respectively. Sales to the automotive market, included in the Thermal Acoustical Solutions segment and, to a lesser extent, the Performance Materials segment, were 38.5% of the Company’s net sales in 2020, 42.9% in 2019, and 46.3% in 2018. No customer accounted for more than 10.0% of total net sales in 2020. During 2019, and 2018, sales to Ford Motor Company were $99.1 million, and $116.1 million, respectively, and accounted for 11.8%, and 14.8% of Lydall’s consolidated net sales in the years ended December 31, 2019 and 2018, respectively. These sales were reported in the Thermal Acoustical Solutions segment. Contingencies and environmental obligations — The Company makes judgments and estimates in accordance with U.S. GAAP when it establishes reserves for legal proceedings, claims, investigations, environmental obligations and other contingent matters. Provisions for such matters are charged against income 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. The amount and timing of all future expenses related to legal proceedings, claims, investigations, environmental obligations, and other contingent matters may vary significantly from estimates. See Note 17, "Commitments and Contingencies", in these Notes to the Consolidated Financial Statements for additional details regarding the Company's contingencies and environmental obligations. Contract assets — The Company's contract assets include unbilled amounts typically resulting from sales from contracts when the over-time method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time. Amounts do not exceed their net realizable value. Contract assets are generally classified as current as such amounts are billable and collectible within twelve months. Contract liabilities — The Company's contract liabilities consist of advance payments and billings in excess of revenue recognized and deferred revenue. Advance payments and billings in excess of revenue recognized are classified as current or noncurrent based on the timing of when recognition of revenue is expected. Cost of sales — Cost of sales includes costs of products and services sold (i.e., purchased product, raw material, direct labor, engineering labor, outbound freight charges, warehousing costs, depreciation and amortization, indirect costs and overhead charges). Derivative instruments — The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in foreign currency rates and interest rates. From time to time, the Company will enter into foreign currency derivative transactions and interest rate swap derivative instruments to manage such market risks. Derivative instruments are measured at fair value and recognized as either assets or liabilities on the Consolidated Balance Sheets depending upon maturity and commitment. Short-term assets are recognized in prepaid expenses and other current assets while long-term assets are recognized in other assets, net. Short-term liabilities are recognized in derivative liability or other accrued liabilities and long-term liabilities are recognized in other long-term liabilities. The changes in fair values of derivatives are recorded each period in earnings or accumulated other comprehensive income, depending on whether a derivative is effective as part of the hedged transaction. Gains and losses on derivative instruments reported in accumulated other comprehensive income are subsequently included in earnings in the periods in which earnings are affected by the hedged item. 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. The Company does not engage in derivative instruments for speculative or trading purposes. See Note 8, "Derivatives", in these Notes to the Consolidated Financial Statements for additional information. Earnings per share — Basic earnings per common share are equal to net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are equal to net income divided by the weighted average number of common shares outstanding during the period, including the effect of stock options and stock awards, if such effect is dilutive. Employer sponsored benefit plans — The Company accounts for its employer sponsored benefit pension plan by recognizing the overfunded or underfunded status of the plan, calculated as the difference between the plan assets and the projected benefit obligation, as an asset or liability on the Consolidated Balance Sheets, with changes in the funded status recognized in comprehensive income in the year in which they occur. Expenses and liabilities associated with the plan are determined based on actuarial valuations using key assumptions related to discount rates, mortality rates, and expected return on plan assets. Essential to the actuarial valuations, are a variety of assumptions including expected return on plan assets and discount rate. The Company regularly reviews the assumptions, which are updated at the measurement date, December 31st. The impact of differences between actual results and the assumptions are accumulated and generally amortized over future periods, which will affect expense recognized in future periods. The service cost component of net benefit cost is recorded in cost of sales and selling, product development, and administrative expenses separately from the other components of net benefit cost, which are recorded to non-service pension and postretirement benefit income and included in other expense (income), net on the Consolidated Statements of Operations. For additional information, see Note 12, "Employer Sponsored Benefit Plans", in these Notes to the Consolidated Financial Statements. Equity compensation — The Company records compensation expense for awards of equity instruments, which include incentive and non-qualified stock options and time and performance-restricted shares, under the fair value method of accounting based on the assessment of the grant date fair value of the awards. The Company recognizes expense on a straight-line basis over the vesting period for awards that have cliff vesting, and on a graded vesting basis for time-based restricted awards that have graded vesting. The amount of expense recognized is always at least equal to the fair value of the vested portion of the award. Forfeitures are recorded as they occur. The Company estimates the fair value of incentive and non-qualified options based on the Black-Scholes option-pricing model. Expected volatility and expected term are based on historical information, risk-free interest rate is based on U.S. Government bond rates, and dividend yield is based on historical trend and future plans. The calculation assumes that future volatility and expected term are not likely to materially differ from the Company’s historical stock price volatility and historical exercise data, respectively. The Company estimates the fair value of time-based restricted awards, and performance-restricted awards with performance conditions, based on the market value of the stock on the grant date. The Company estimates the fair value of performance-restricted awards containing a market condition using a Monte Carlo simulation model on the date of grant. As with options, expected volatility and expected term are based on historical information, risk-free interest rate is based on U.S. Government bond rates, and dividend yield is based on historical trend and future plans. The market condition for certain performance-restricted awards requires achievement of Total Shareholder Return (rTSR) targets relative to that of the S&P 600 Industrials Index over a three-year performance period. Compensation expense for performance-restricted awards with a performance target is also impacted by the probability of achieving the performance targets. Goodwill and other intangible assets — Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill and other intangible assets with indefinite lives are not amortized but are subject to annual impairment tests. Under Accounting Standards Codification ("ASC") 350, “Intangibles – Goodwill and Other,” (“ASC 350”), the Company has the option to first assess qualitative factors such as considering capital markets environment, economic conditions, industry trends, results of operations, and other factors. If the results of the qualitative test indicate a potential for impairment, a quantitative test is performed. The quantitative test compares the estimated fair value of each reporting unit to its carrying value. To determine the fair value of the reporting unit, the Company uses a combination of two approaches: the income approach and a market approach (also known as the Guideline Public Company method), both of which are weighted equally. Under the income approach, the Company calculates fair value by taking the cash flows that are based on internal projections and other assumptions deemed reasonable by management and discounts them using an estimated weighted average cost of capital. Under the market approach, fair value is estimated using published market multiples for comparable companies. If the carrying value exceeds the fair value under the quantitative approach, the Company will record an impairment charge for the excess of the carrying value over the respective fair value. In performing impairment tests, the Company considers discounted cash flows and other market factors as best evidence of fair value. There are inherent uncertainties and management judgment is required in these analyses. During the three-month period ended March 31, 2020, the COVID-19 pandemic was considered a triggering event for possible impairment of goodwill. The Company performed an interim quantitative test of goodwill for its Performance Materials and Technical Nonwovens segments. Based on the results, the Company recorded a goodwill impairment charge of $48.7 million for the Performance Materials segment. See Note 6, "Goodwill and Other Intangible Assets" in these Notes to the Consolidated Financial Statements for additional information. Income taxes — The provision for income taxes is based upon income reported in the accompanying Consolidated Financial Statements. Deferred income taxes reflect the impact of temporary differences between the amounts of income and expense recognized for financial reporting purposes and such amounts recognized for tax purposes. In the event the Company was to determine that it would not be able to realize all or a portion of its deferred tax assets in the future, the Company would record a valuation allowance through a charge against income in the period that such determination was made. Conversely, if the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance and record an increase to income in the period that such determination was made. The Company records a benefit for uncertain tax positions in the financial statements only when it determines it is more likely than not that such a position will be sustained upon examination by taxing authorities based on the technical merits of the position. Unrecognized tax benefits represent the difference between the position taken in the tax return and the benefit reflected in the financial statements. Inventories — Inventories are valued at lower of cost or net realizable value. Cost is generally determined using first-in, first-out (“FIFO”) or average cost methods of accounting. The Company’s inventory is composed of the following types of inventory: raw material, work in process and finished goods. Raw materials include certain general stock materials and purchased parts and components to be used in the manufacturing process. Work in process and finished goods are valued at production cost represented by raw material, labor, and indirect overhead. Inventory is periodically reviewed and impairment, if any, is recognized when the expected net realizable value is less than the carrying value. The Company also maintains inventory reserves for estimated excess and obsolete inventory. Leases — The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and evaluates whether the lease is an operating lease or a finance lease as of the commencement date. The Company recognizes right-of-use (“ROU”) assets and lease liabilities for operating and finance leases with terms greater than 12 months. ROU assets represent the Company’s right to use an asset for the lease term, while lease liabilities represent the obligation to make lease payments. Operating and finance lease ROU assets and lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The Company uses the implicit interest rate or, if not readily determinable, our incremental borrowing rate as of the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is based on our borrowing rate over a similar period to the lease term. Operating and finance lease ROU assets are recognized net of any lease prepayments and incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease expense is recognized based on the effective-interest method over the lease term. Pre-production design and development costs — The Company enters into contractual agreements with certain customers to design and develop molds, dies, and tools (collectively, “tooling”). All such tooling contracts relate to parts that the Company will supply to customers under long-term supply agreements. Tooling costs are accumulated in work in process inventory and are charged to operations as the related revenue from the tooling is recognized. The Company’s revenue recognition policies require the Company to make significant judgments and estimates regarding timing of recognition based on timing of the transfer of control to the customer. The Company analyzes several factors, including but not limited to, the nature of the products being sold and the contractual terms and conditions in contracts with customers to help the Company make such judgments about revenue recognition. For tooling revenue recognized over time, the Company's significant judgments include, but are not limited to, estimated costs to completion, costs incurred to date, and assessments of risks related to changes in estimates of revenues and costs. The Company's management must make assumptions regarding the work required to fulfill the performance obligations, which is dependent upon the execution by the Company's subcontractors, among other variables and contract requirements. Periodically, the Company enters into contractually guaranteed reimbursement arrangements as a mechanism to collect amounts due from customers from tooling sales. Under these arrangements, amounts due from tooling sales are collected as parts are delivered over the part supply arrangement, in accordance with the specific terms of the arrangement. The amounts due from the customer in such transactions are recorded in “Prepaid expenses and other current assets” or “Other assets, net” based upon the expected term of the reimbursement arrangement. The following tooling related assets were included in the respective lines of the Consolidated Balance Sheets: At December 31, In thousands 2020 2019 Inventories $ 2,769 $ 1,777 Prepaid expenses and other current assets 711 530 Other assets, net 1,952 1,757 Total tooling related assets $ 5,432 $ 4,064 Amounts included in “Prepaid expenses and other current assets” include the short-term portion of receivables due under contractually guaranteed reimbursement arrangements. Company owned tooling is recorded in “Property, plant and equipment, net” at December 31, 2020 and December 31, 2019. Property, plant and equipment — Property, plant and equipment are recorded at cost. Depreciation is computed primarily on a straight-line basis over the estimated useful lives of the assets. The cost and accumulated depreciation amounts applicable to assets sold or otherwise disposed of are removed from the asset and accumulated depreciation accounts and any net gain or loss is credited to or charged against income. Expenses for maintenance and repairs are expensed as incurred. During 2020, the Company approved capital investments totaling approximately $38.0 million for the production of fine fiber meltblown filtration media used in N95 respirator and surgical and medical masks in its Performance Materials segment's Rochester, New Hampshire and Saint-Rivalain, France facilities. The Company entered into an agreement with the U.S. Government that provides $13.5 million in funding towards the Rochester, New Hampshire investment. The Company also entered into an agreement with the French Government that provides up to 30% of the Saint-Rivalain, France investment to be funded by a grant from the French Government. The funding provided by both the U.S. and French governments are accounted for as a reduction to property, plant and equipment. Revenue recognition — Under ASC 606, "Revenue from Contracts with Customers", ("ASC 606"), the amount of revenue recognized for any goods or services reflects the consideration that the Company expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, the Company applies the following five step approach: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied. A contract is accounted for when there has been approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Performance obligations under a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. The transaction price is determined based on the consideration that the Company will be entitled to in exchange for transferring goods or services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price, generally utilizing the most likely amount method. Performance obligations are satisfied either over time or at a point in time as discussed in further detail below. In addition, the Company's contracts with customers generally do not include significant financing components or non-cash consideration. The Company's 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 certain judgments and estimates. 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. 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 depending on when control of the Company’s products transfers to its customers. 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’s standard sales and shipping terms are FOB shipping point and, therefore, most point in time revenue is recognized upon shipment. The Company, however, conducts business with certain customers on FOB destination terms and in these instances point in time revenue is recognized upon receipt by the customer. In circumstances when control transfers over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. Changes in estimates for revenue recognized over time are recorded by the Company in the period they become known. Changes are recognized on a cumulative catch-up basis in net sales, costs of sales, and operating income. The cumulative catch up adjustment recognizes in the current period the cumulative effect of changes in estimates on current and prior periods. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the process of estimating total revenue and cost at completion is complex, subject to many variables, and requires significant judgment. See Note 2, "Revenue from Contracts with Customers", in these Notes to the Consolidated Financial Statements for more information. Sales returns and allowances are recorded as identified or communicated by the customer and internally approved. The Company does not provide customers with general rights of return for products sold; however, in limited circumstances, the Company will allow sales returns and allowances from customers if the products sold do not conform to specifications. The Company's accounting policy is to record shipping and handling activities occurring after control has passed to the customer as a fulfillment cost rather than as a distinct performance obligation. Shipping and handling expenses consist primarily of costs incurred to deliver products to customers and internal costs related to preparing products for shipment and are recorded as a cost of sales. Amounts billed to customers as shipping and handling are classified as revenue when the services are performed. Selling, product development and administrative expenses — Selling expenses primarily consist of advertising, promotion, employee payroll and corresponding benefits and commissions paid to sales and marketing personnel. Development costs are primarily composed of research and development personnel salaries, prototype material costs and testing and trials of new products. Research and development costs are expensed as incurred and amounted to $10.3 million in 2020, $11.2 million in 2019, and $10.6 million in 2018. Administrative expenses primarily consist of employee payroll including executive, administrative and financial personnel and corresponding benefits, incentive compensation, consulting expenses, professional fees (accounting and legal costs are expensed as incurred), depreciation and amortization costs and other general and administrative types of expenses. Transfers of financial assets — The Company accounts for transfers of financial assets as sold when it has surrendered control over the related assets. Whether control has been relinquished requires, among other things, an evaluation of relevant legal considerations and an assessment of the nature and extent of the Company's continuing involvement with the assets transferred. Gains or losses and any expenditures stemming from the transfers are included in "Other (Income) Expense, net" in the Consolidated Statements of Operations. Assets obtained and liabilities incurred in connection with transfers reported as sold are initially recognized in the Consolidated Balance Sheets at fair value. Beginning in December 2019, the Company maintains two 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 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 the sale to the bank 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, when the customer pays. Total trade accounts receivable balances sold under both arrangements were $77.4 million and $16.0 million during 2020 and 2019, respectively. Total cash received was $71.1 million and $14.9 million in 2020 and 2019, respectively. Total fees incurred were $0.4 million and $0.1 million in 2020 and 2019, respectively. The Company's Amended Credit Agreement allows the Company to sell trade accounts receivable to approved third parties in connection with Receivable Purchases Agreements, or similar agreements. At any given time, outstanding trade accounts receivables balances sold cannot exceed $10.0 million for a certain approved customer and $50.0 million in aggregate for any other approved group of customers. Translation of foreign currencies — Assets and liabilities of foreign subsidiaries are translated at exchange rates prevailing as of the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are reported in other comprehensive income (loss). Valuation of long-lived assets — The Company evaluates the recoverability of long-lived assets, such as property, plant and equipment and purchased intangible assets subject to amortization, whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. If circumstances require a long-lived asset be tested for possible impairment, the Company evaluates whether the carrying value of such assets will be recovered through undiscounted expected future cash flows and/or a market approach by which fair value is determined based on an independent appraisal of the long-lived assets. If the fair value is less than the carrying value, the Company will recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. During the three-month period ended March 31, 2020, the COVID-19 pandemic was a triggering event that required the Company to perform an impairment assessment of long-lived assets for certain operations in its Performance Materials and Thermal Acoustical Solutions segments. 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 an underperforming European facility within the Performance Materials segment. As a result of a strategic shift regarding this facility, the Company performed an impairment assessment of the long-lived assets of the facility. Based on the results, the Company recorded a long-lived impairment charge of $12.4 million. See Note 6, "Goodwill and Other Intangible Assets," in these Notes to the Consolidated Financial Statements for additional information. Recent Accounting Standards Recent Accounting Standards 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 con |
