F I N A N C I A L HIGHLIGHTS
Continuing Operations
(Dollar in millions, except share data)
Consolidated Statement of Operations Data
Net Sales
Adjusted EBIT
% ROS
Earnings per Diluted Common Share
Year End December 31,
2017
2018
2019
Net Sales
(In millions of U.S. dollars)
$979.9 $1,034.9
$938.5
$103.0
$84.8
$83.1
10.5%
8.2%
8.9%
$1,034.9
$5.9
$445.8
$979.9
$6.0
$455.3
$938.5
$396.9
Adjusted Earnings from Continuing Operations
$4.32
$3.50
$3.47
Weighted-Average Shares Outstanding (in thousands)
17,052
16,968
16,906
(Dollars in millions, except share data)
2017
2018
2019
Consolidated Balance Sheet Data
Total Assets
Total Stockholders’ Equity
Total Debt
Cash and Cash Equivalents
Debt to Adjusted EBITDA
Debt to Capital
Other Financial Data
Net Cash Flow Provided by (used for):
Operating Activities
Capital Expenditures
Free Cash Flow
Stock Price Year-End
Cash Dividend
GAAP Reconciliation
Net income
Loss from Discontinued Operations
Income from Continuing Operations
Provision for Income Taxes
Interest Expense, Net
EBIT (Operating Income)
Restructuring, Integration and Other Costs
Benefit Plan, Insurance and Other Settlements
Impairment Loss
Adjusted EBIT
Depreciation & Amortization
Amortization Equity-Based Compensation
Adjusted EBITDA
Diluted Earnings per Share
Restructuring, Integration and Other Costs
$904.4
$861.2
$827.8
$399.9
$390.2
$406.3
$255.5
$239.1
$200.8
$4.5
1.8x
39%
$9.9
1.9x
38%
$9.0
1.6x
33%
$100.0
$92.7
$97.6
(42.7)
(38.1)
(21.4)
$518.6
$583.2
$541.6
2017
2018
2019
Technical
Products
Fine Paper
& Packaging
Other
8APR202000272389
..................................................
Adjusted EBIT
(In millions of U.S. dollars)
$57.3
$54.6
$76.2
$103.0
$90.65
$58.92
$70.43
$1.48
$1.64
$1.80
Year End December 31,
11%
$84.8
$83.1
9%
$80.3
$36.4
$55.4
8%
—
80.3
11.4
12.6
104.3
1.3
(2.6)
—
103.0
32.1
6.4
0.8
37.2
3.9
13.0
54.1
2.1
(2.5)
31.1
84.8
35.0
4.0
—
55.4
11.1
11.8
78.3
6.2
(1.4)
—
83.1
33.8
5.6
$141.5
$123.8
$122.5
$4.68
$2.17
$3.26
0.06
0.10
0.27
2017
2018
2019
Adjusted EBIT
8APR202000271972
% of Sales
..................................................
Adjusted Earnings
Per Share
$4.32
$3.50
$3.47
Benefit Plan, Insurance and Other Settlements
(0.10)
(0.15)
(0.06)
Impairment Loss
Tax Adjustments
—
(0.32)
1.37
0.01
—
—
2017
Adjusted Diluted Earnings per Share
$4.32
$3.50
$3.47
2018
8APR202000271830
2019
TECHNICAL PRODUCTS
Neenah is a leading producer of Technical Products,
using various substrates to produce specialized
materials that employ saturation, coating and other
function-enhancing processes to deliver specified
performance to customers.
Our products include filtration, digital image transfer,
tape, dye sublimation papers, abrasive backings, labels
and other specialized products. Specific end uses
include transportation and water filtration,
industrial applications, medical packaging, signage and
many others.
The Technical Products group serves over 1,000
customers worldwide through manufacturing facilities in
the U.S., Germany, the Netherlands, and the U.K.,
supported by R&D efforts focused on developing new
products that will deliver the performance our
customers require and drive our growth.
OUR PRODUCTS DELIVER HIGH-PERFORMANCE SOLUTIONS:
•
•
•
providing essential filtration capabilities for transportation, water and other
uses
enabling superior performance in products for industrial applications, such
as abrasives, tapes and digital image transfer
meeting specialized needs for strength, durability resistance to water and
contamination in products as diverse as medical packaging, labels and
covering materials
FILTRATION
High-performance filtration media for transportation, industrial, water and other markets
PERFORMANCE MATERIALS
Saturated and coated products for a variety of end markets, including digital transfers, backings for specialty
abrasives and tapes, labels, durable printing and medical applications
8APR202000272108
8APR202000272530
FINE PAPER & PACKAGING
Neenah is the market leader in North America in the
creation and manufacturing of premium paper and
packaging. The Neenah Fine Paper portfolio includes
recognizable and distinguished brands like CLASSIC�,
ENVIRONMENT�, ROYAL SUNDANCE�,
ASTROBRIGHTS� and Southworth�. With multiple U.S.
manufacturing facilities specializing in color, texture and
specialty features, there is an endless combination of
paper, packaging and envelopes available.
Neenah Premium Packaging provides unique, sustainable
and custom solutions for many of the world’s leading
brands in cosmetics and fragrances; wine, spirits and craft
beer; and retail. Our offering includes materials for box
wraps, gift cards, hangtags, labels, folding board and
fragrance strips. We provide captivating colors and
textures, customized for brands or ready-made, as well as
high-performance products and hands-on customer
service.
OUR PRODUCTS ARE IN DEMAND WHEREVER IMAGE MATTERS:
•
•
high-end marketing and advertising collateral and business identity systems
upscale packaging and label for high value items in small packages,
focused on beauty, alcohol and retail markets
•
brightly colored papers for home, school or business
GRAPHIC IMAGING
Unique colors, textures and finishes for identity systems, invitations, crafting, advertising and marketing collateral, and
envelopes
PREMIUM PACKAGING
Image-enhancing colors and textures for premium folding board, box wrap, bags and hang tags, and labels for
cosmetics and fragrances; wine, spirits, craft beers, and retail
8APR202000272249
8APR202000272673
NOTICE OF 2020
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
TO OUR STOCKHOLDERS
April 9, 2020
On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2020 Annual Meeting of Stockholders of
Neenah, Inc. to be held at the Company’s headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600,
Alpharetta, Georgia 30005 on Thursday, May 21, 2020 at 2:00 p.m., Eastern Daylight Time.
Looking back at 2019, I’m very pleased with what our teams accomplished. While external factors challenged demand in
many of our markets, our teams focused on items within their control, implementing strategic decisions that will make us
stronger in the years to come, as well as taking actions that had a more immediate positive impact. These included:
• Managing costs and pricing to restore operating margins after a rapid run-up in input costs in 2018
• Reinvigorating our product innovation pipeline and launching a number of unique new products
• Changing a major fine paper distributor to others who are providing more support for our brands
• Continuing to ramp-up and improve operational efficiencies in our US filtration plant
• Generating record free cash flow and using it to reduce debt significantly
• Increasing financial expertise and diversity on our Board with the addition of Donna Costello
• Announcing a 10th consecutive year of increasing dividends
As we enter 2020, our actions continue...
• We’ve implemented a new, functionally-aligned organization to help accelerate value creation globally between
all our businesses
• We’re publishing a new Corporate Sustainability Report, highlighting our commitment and accomplishments to
environmental, social and governance issues
• We’re implementing a new operating system at our two largest plants, helping to drive safety and cost improvements
These actions underscore our commitment to become a leading global specialty materials company known for its ability to create
sustainable value for its stockholders, its dedication to providing a safe and healthy workplace for its employees, and as a responsible
and engaged steward of the environment and communities in which we operate.
We are actively monitoring developments with respect to the coronavirus. In the event it is not possible or advisable to hold our
annual meeting in person, we will announce alternative arrangements for the meeting, which may include holding the meeting solely
by means of remote communication. Please monitor our investor relations webpage at www.neenah.com for updated information.
The formal business to be transacted at the 2020 Annual Meeting of Stockholders includes:
• Election of the three nominees detailed in this Proxy Statement as Class I directors for a three-year term;
• Approval of an advisory vote on the Company’s executive compensation; and
• Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020.
At the meeting, we will provide a brief report on our results and strategies. Our directors and executive officers, as well as
representatives from Deloitte & Touche LLP, will be in attendance to answer any questions. Regardless of whether you choose to
attend or not, please either vote electronically, by telephone, or follow the procedures for requesting written copies of the proxy
materials described in the attached Proxy Statement and return the proxy card at your earliest convenience. This will assure your
shares will be represented and voted at the Annual Meeting.
In February, I announced to the Board of Directors my intention to retire as of the 2020 Annual Meeting of Stockholders and am
confident in the succession plan developed by the Board of Directors and in Julie Schertell’s ability to lead Neenah as our next CEO.
It’s been an honor and a pleasure to lead this company the past 10 years and I leave with Neenah in a very good place - with a strong
financial position, especially important during the current unprecedented economic and public health challenges, catalysts in place
to propel future growth, a deep and experienced leadership team, and outstanding employees. On behalf of our Board of Directors,
thank you for your support and trust. We look forward to updating you on our progress in 2020.
Sincerely,
JOHN P. O’DONNELL
President and Chief Executive Officer
NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
Meeting Date:
May 21, 2020
Meeting Time:
2:00 p.m (Eastern Daylight Time)
Meeting Place1:
Preston Ridge III
3460 Preston Ridge Road, Suite 600
Alpharetta, Georgia 30005
Record Date:
March 27, 2020
Matters that will be voted upon:
1. A proposal to elect the three nominees named as Class I directors in the attached Proxy Statement to serve until the 2023
Annual Meeting of Stockholders;
2. A proposal to approve, on an advisory basis, the Company’s executive compensation;
3. A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm
of Neenah, Inc. for the fiscal year ending December 31, 2020; and
4. Such other business as properly may come before the Annual Meeting or any adjournments thereof. The Board of Directors
is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.
NOTICE HEREBY IS GIVEN that the 2020 Annual Meeting of Stockholders of Neenah, Inc. will be held at the Company’s
headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Thursday, May 21,
2020 at 2:00 p.m., Eastern Daylight Time.
Information relating to the above matters is set forth in the attached Proxy Statement. Stockholders of record at the close of
business on March 27, 2020 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof.
This Proxy Statement and the 2020 Annual Report to Stockholders are available on our Investor Relations webpage at:
www.neenah.com.
Please read the attached proxy statement and then vote electronically, by telephone, or request printed proxy materials
and promptly complete, execute, and return the proxy card included with the proxy materials in the accompanying
postage envelope.
By order of the Board of Directors.
NOAH S. BENZ
Senior Vice President, General Counsel and Secretary
Alpharetta, Georgia
April 9, 2020
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN VOTE ELECTRONICALLY, BY TELEPHONE, OR REQUEST PRINTED
PROXY MATERIALS AND PROMPTLY COMPLETE, EXECUTE, AND RETURN THE PROXY CARD INCLUDED WITH THE PROXY MATERIALS
IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.
1We intend to hold our annual meeting in person. If you are planning to attend our meeting, please check the website one
week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting. However, we
are actively monitoring the coronavirus (COVID-19) and are sensitive to the public health and travel concerns our stockholders
may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable
to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable,
which may include holding the meeting solely by means of remote communication. Please monitor our investor relations
webpage at www.neenah.com for updated information.
Neenah, Inc. 2020 Proxy Statement | 3
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY ......................................................................................................... 5
CORPORATE GOVERNANCE AND BOARD MATTERS
Board of Directors ..................................................................................................................... 6
Director Skills Summary ............................................................................................................. 11
Meetings and Committees of The Board of Directors ..................................................................... 12
Corporate Governance .............................................................................................................. 14
2019 Director Compensation ....................................................................................................... 17
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis ........................................................................................ 19
Compensation Committee Report ............................................................................................... 34
Additional Executive Compensation Information ........................................................................... 35
AUDIT RELATED MATTERS
Audit Committee Report ............................................................................................................ 44
Independent Registered Public Accounting Firm Fees and Services ................................................... 44
Policy on Audit Committee Pre-approval ...................................................................................... 44
ITEMS TO BE VOTED UPON
Election of Directors (Item 1) ...................................................................................................... 45
Advisory Vote on Executive Compensation (Item 2)........................................................................ 46
Ratification of Appointment of Independent Registered Public Accounting Firm (Item 3) .................... 47
OTHER INFORMATION
FAQ: Annual Meeting and Voting ................................................................................................. 48
Beneficial Ownership ................................................................................................................ 50
Stockholders’ Proposals for 2021 Annual Meeting ........................................................................... 54
Householding of Notice of Internet Availability of Proxy Materials .................................................... 54
Section 16(a) Beneficial Ownership Reporting Compliance ............................................................... 55
Neenah, Inc. 2020 Proxy Statement | 4
PROXY STATEMENT SUMMARY
Our Board of Directors is soliciting proxies from our stockholders in connection with Neenah’s Annual Meeting of Stockholders.
When used in this Proxy Statement, the terms “we,” “us,” “our,” “the Company,” and “Neenah” refer to Neenah, Inc. and its
consolidated subsidiaries. The approximate date on which this Proxy Statement is being filed and notice is being sent or given
to stockholders of record is April 9, 2020.
This summary highlights information contained in the Proxy Statement. It does not include all of the information that you
should consider prior to voting and we encourage you to read the entire document prior to voting.
For more complete information regarding Neenah’s 2019 financial performance, please review the Company’s Annual Report
on Form 10-K for the year ended December 31, 2019.
STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING
MATTERS AT THE 2020 ANNUAL MEETING OF STOCKHOLDERS:
Description
Item
Board Recommendation
Page
Election of Directors
The Board and the Nominating and Corporate
Governance Committee believe that the three Class I
Director nominees possess the necessary qualifications,
attributes, skills and experiences to provide quality
advice and counsel to the Company’s management
and effectively oversee the business and the long-term
interests of stockholders.
Advisory Vote to Approve Executive Compensation
The Company seeks a non-binding advisory vote to
approve the compensation of its named executive
officers as described in the Compensation Discussion
and Analysis section beginning on page 19 and the
Executive Compensation Tables section beginning on
page 35. The Board values stockholders’ opinions, and
the Compensation Committee will take into account
the outcome of the advisory vote when considering
future executive compensation decisions.
Ratification of the Appointment of Deloitte & Touche,
LLP, as Independent Auditors
The Audit Committee and the Board believe that
the retention of Deloitte & Touche, LLP, to serve as
the Independent Auditors for the fiscal year ending
December 31, 2020 is in the best interest of the
Company and its stockholders. As a matter of good
corporate governance, stockholders are being asked
to ratify the Audit Committee’s selection of the
Independent Auditors.
1
2
3
FOR Each
Director Nominee
45
FOR
46
FOR
47
Neenah, Inc. 2020 Proxy Statement | 5
BOARD OF DIRECTORS
CLASS I DIRECTORS – NOMINATED FOR RE-ELECTION:
William M. Cook
William M. Cook, born in 1953, is the retired Executive
Chairman (2015-2016) of Donaldson Company Inc.,
a technology-driven global company that manufacturers
filtration systems to remove contaminants from air and
liquids. Mr. Cook is also the former Chairman (2005-2015),
President and Chief Executive Officer (2004-2015)
of Donaldson. Prior to that, Mr. Cook held various roles at
Donaldson of increasing responsibility, including service
as Senior Vice President, International (2000-2004);
Chief Financial Officer (2001-2004); and Senior Vice
President, Commercial and Industrial (1994-2000). Mr. Cook is also currently a Director of
IDEX Corporation (where he serves as Lead Director and also on the Audit Committee) and
was a director of Valspar Corporation (where he served on the Audit Committee) from 2010
to 2017. Mr. Cook brings to the Neenah Board his filtration industry and operations
experience and financial expertise for the past 35 years at Donaldson where he held a
wide range of financial and business positions with global responsibilities. Mr. Cook is an
experienced public company Board member having served on the Donaldson Board from
2004-2016 and as an independent director for IDEX and Valspar. Mr. Cook also has valuable
Board experience from his past service to various private and charitable organizations.
Mr. Cook has served as a director of Neenah since 2016. Mr. Cook holds a BS degree in
Business Management and an MBA degree from Virginia Tech. Mr. Cook’s educational
background, financial expertise, and extensive experience in the filtration industry make
him an effective member of Neenah’s Board.
Philip C. Moore
Philip C. Moore, born in 1953, retired as Senior Vice President,
Deputy General Counsel and Corporate Secretary of TD Bank
Group, Toronto, Canada on December 31, 2016. Mr. Moore
joined TD Bank Group in May 2013, prior to which he had been
a partner at McCarthy Tétrault LLP, Canada’s national law
firm where he practiced corporate and securities law in
Toronto and Sydney, Australia, with particular emphasis on
corporate governance, finance, mergers and acquisitions,
and other business law issues. He has been involved in
many corporate mergers, acquisitions, dispositions,
and reorganizations, as well as capital markets transactions in a variety of industries
and geographies. Mr. Moore has extensive experience in corporate transactions involving the
pulp and paper industries. Mr. Moore has been awarded the designation “Chartered Director”
from the Directors College, Canada’s leading director education program run by McMaster
University and the Conference Board of Canada. He has advised on the design and
implementation of numerous executive compensation plans, as well as on executive
compensation governance matters. From 1994 until 2000, he was a director of Imax
Corporation and is currently a director of a number of private corporations. Mr. Moore
has served as a director of Neenah since 2004. Mr. Moore received his BA from McMaster
University and his LLB from Queen’s University. Mr. Moore’s educational background and
extensive experience in corporate governance and business law make him an effective
member of Neenah’s Board.
Age
66
Director Since
2016
Committees
Audit Committee
Public Directorship
Experience
Donaldson Company Inc.
IDEX Corporation
Valspar Corporation
Independent
Yes
Age
66
Director Since
2004
Committees
Audit Committee
Nominating and Corporate
Governance Committee
Public Directorship
Experience
Imax Corporation
Independent
Yes
Neenah, Inc. 2020 Proxy Statement | 6
Julie A. Schertell
Julie A. Schertell, born in 1969, is Senior Vice President and
Chief Operating Officer of the Company. Ms. Schertell has
been in this role since January 1, 2020. Prior to this role,
Ms. Schertell was the President of Technical Products from
September 2018 to December 2019, and President of Fine
Paper & Packaging, from January 2011 to September 2018.
Ms. Schertell joined the Company in 2008 and served as
Vice President of Sales and Marketing for the Fine Paper
division through December 2010. Ms. Schertell was employed
by Georgia-Pacific Corporation in the Consumer Products
Retail division, where she served as Vice President of Sales Strategy from 2007 to 2008,
and as Vice President of Customer Solutions from 2003 through 2007. Ms. Schertell has served
as a director of Neenah since February 5, 2020. Ms. Schertell’s extensive experience in the
paper and consumer products industries, and leadership positions in the Company make her
an effective member of Neenah’s Board.
Age
50
Director Since
2020
Committees
N/A
Public Directorship
Experience
N/A
Independent
No
Neenah, Inc. 2020 Proxy Statement | 7
CLASS II DIRECTORS – TERM EXPIRING AT THE 2021 ANNUAL MEETING:
Margaret S. Dano
Margaret S. Dano, born in 1959, is the former Chairman
of the Board for Superior Industries International, Inc.,
a leading manufacturer of aluminum road wheels for use
in the automobile and light truck industry. Ms. Dano was
appointed as Chairman of the Board in 2014 and served as
a director for Superior from 2007 to 2017. In addition,
Ms. Dano currently serves as a director of Douglas Dynamics,
Inc., a manufacturer of snow and ice control equipment for
the global light truck market, a position she has held since
2012, where she chairs the Governance committee and serves
on both the compensation and audit committees. From 2002 to 2005, Ms. Dano served as
Vice President, Worldwide Integrated Supply Chain and Operations for Honeywell Corporation.
Prior to that she served as Vice President, Worldwide Supply Chain Office Products & GM
Printer Papers for Avery Dennison Corporation from 1999 to 2002 and Vice President of
Corporate Manufacturing & Engineering from 1996 to 1999. Ms. Dano received a BS in
mechanical engineering from Kettering University (formerly the General Motors Institute).
Ms. Dano has served as a director of Neenah since 2015. Ms. Dano’s senior executive
experience in global manufacturing and supply chain and her public board experience
and leadership with manufacturing companies make her an effective member of
Neenah’s Board.
Stephen M. Wood, Ph.D.
Stephen M. Wood, Ph.D., born in 1946, is an Operating
Partner with Snow Phipps Group LLC, an internationally
diversified investment company. Prior to this he served as
Chairman of the Board for FiberVisions Corporation which is a
leading global manufacturer of synthetic fibers for consumer
products, construction, and industrial applications. Dr. Wood
was President and Chief Executive Officer of FiberVisions from
2006 to 2012. Dr. Wood was also Chairman of the Board of
ESFV, a global joint Venture with JNC Corporation, a leading
Japanese Chemical Company. From 2001 to 2004, Dr. Wood
served as President and Chief Executive Officer of Kraton Polymers, a specialties chemical
company, and Chairman and Representative Director of JSR Kraton Elastomers, a Japanese
joint venture company. Prior to this Dr. Wood was President of the Global Elastomers business
of Shell Chemicals, Ltd., and a Vice President of that company. Dr. Wood was also elected
International President of the International Institute of Synthetic Rubber Producers.
Dr. Wood has a BSc in Chemistry and a Ph.D. in Chemical Engineering from Nottingham
University, United Kingdom and is a graduate of the Institute of Chemical Engineers and a
Fellow of the Institute of Directors. Dr. Wood has served as a director of Neenah since 2004.
Dr. Wood’s experience as the senior executive of global chemical manufacturing companies,
his international and previous board experience, and his educational background make him
an effective member of Neenah’s Board.
Age
60
Director Since
2015
Committees
Nominating and Corporate
Governance Committee
Compensation Committee
Public Directorship
Experience
Superior Industries
International, Inc.
Douglas Dynamics, Inc.
Independent
Yes
Age
73
Director Since
2004
Committees
Audit Committee
Compensation Committee
Public Directorship
Experience
N/A
Independent
Yes
Neenah, Inc. 2020 Proxy Statement | 8
Donna M. Costello
Donna M. Costello, born in 1973, is an experienced
Finance Executive. Most recently, Ms. Costello was the
Chief Financial Officer of C&D Technologies from 2016 until
early 2020. Previously, Ms. Costello served as Chief Financial
Officer of Sequa Corporation, a $1.5 billion global
manufacturer and service provider in the Industrial and
Aerospace markets, from 2008 to 2015. Prior to being
promoted to Chief Financial Officer in 2008, Ms. Costello
served as Vice President and Controller of Sequa Corporation,
which was a publicly traded company until its acquisition
by The Carlyle Group in 2007. From 2002 to 2005, Ms. Costello served as Vice President
and Controller of Chromalloy Gas Turbine, Sequa’s largest subsidiary. Ms. Costello began
her career in 1995 as an auditor for Arthur Andersen and advanced through a series of
assignments to become a senior audit manager in 1999. Ms. Costello received her BBA and
MBA from Iona College. Ms. Costello is a certified public accountant and a member of both
the American Institute of Certified Public Accountants and the New York State Society of
Certified Public Accountants. Ms. Costello is also a member of the Henry Crown Fellowship
Program of the Aspen Institute. Ms. Costello has served as a director of Neenah since 2019.
Age
47
Director Since
2019
Committees
Audit Committee
Public Directorship
Experience
N/A
Independent
Yes
Neenah, Inc. 2020 Proxy Statement | 9
CLASS III DIRECTORS – TERM EXPIRING AT THE 2022 ANNUAL MEETING:
Timothy S. Lucas
Timothy S. Lucas, born in 1946, was an independent financial
reporting consultant with Lucas Financial Reporting from
2002 until retiring in December 2017. From 1988 to 2002,
Mr. Lucas worked at the Financial Accounting Standards
Board (“FASB”), where he was the Director of Research and
Technical Activities, and Chairman of the FASB’s Emerging
Issues Task Force. Mr. Lucas has served as a director of
Neenah since 2004. Mr. Lucas received his BA in Economics
and BS in Accounting from Rice University and his Master
of Accounting from the Jesse H. Jones Graduate School,
Age
73
Director Since
2004
Committees
Audit Committee
Compensation Committee
Public Directorship
Experience
N/A
Rice University. Mr. Lucas’ experience at FASB, consulting experience, and educational
background make him an effective member of Neenah’s Board.
Independent
Yes
Tony R. Thene
Tony R. Thene, born in 1960, currently serves as director
and Chief Executive Officer of Carpenter Technology
Corporation, a leader in specialty alloy-based materials and
process solutions. Mr. Thene began his career at Carpenter in
2013 as Chief Financial Officer and has served as a director
since 2015. Prior to 2013, Mr. Thene worked at Alcoa, Inc. in
various senior financial and accounting leadership positions.
Mr. Thene received his BS in Accounting from Indiana State
University and his MBA from the Weatherhead School of
Management at Case Western Reserve University. Mr. Thene
has served as a director of Neenah since 2019. Mr. Thene’s educational background, financial
expertise, and extensive experience in the specialty materials industry make him an effective
member of Neenah’s Board.
Age
59
Director Since
2019
Committees
Nominating and Corporate
Governance Committee
Public Directorship
Experience
Carpenter Technology
Corporation
Independent
Yes
DIRECTORS RETIRING EFFECTIVE AS OF THE 2020 ANNUAL MEETING:
John P. O’Donnell
John P. O’Donnell, born in 1960, is President and Chief
Executive Officer of Neenah and previously served as Chief
Operating Officer from 2010 to 2011 and President, Fine Paper
from 2007 to 2010. Prior to joining Neenah in 2007,
Mr. O’Donnell was with Georgia Pacific Corporation since
1985 and held increasingly senior management positions in
the Consumer Products division. Mr. O’Donnell served as
President of the North American Retail Business from 2004
through 2007 and as President of the North American
Commercial Tissue business from 2002 through 2004.
Mr. O’Donnell received his BS from Iowa State University. He has served as a director of
Neenah since 2010. Mr. O’Donnell has also served as a director for Clearwater Paper
Corporation since April 2016.
Age
59
Director Since
2010
Committees
N/A
Public Directorship
Experience
Clearwater Paper
Corporation
Independent
No
Neenah, Inc. 2020 Proxy Statement | 10
DIRECTOR SKILLS SUMMARY
Our Board of Directors possesses diverse experience and
perspectives in various areas critical to our business.
The Board’s collective knowledge ensures appropriate
management and risk oversight and supports our goal of
creating long-term sustainable stockholder value.
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Senior Executive/Strategic Leadership: experience
in overseeing, developing, and/or implementing
business strategy for a publicly listed company or
complex organization.
Manufacturing/Supply Chain: experience in
manufacturing and/or supply chain management.
International: experience in international business
management or transactions.
Capital/Asset Allocation: experience in
assessing and/or implementing capital and/or
asset allocation decisions.
Talent Management & Executive Compensation:
experience in human resources, leadership
development, talent management, and/or
executive compensation issues.
Audit/Accounting/Financial Statements:
experience preparing, auditing, analyzing,
or evaluating financial statements for a
complex business
Capital Markets/Investor Relations: capital
markets experience; experience relevant to
institutional investor expectations.
Legal/Regulatory/Risk Management:
experience in the management or oversight
of legal, compliance and regulatory affairs,
and of risk management.
Other Board Experience: experience as a
director of a publicly listed company or other
complex organization.
Neenah, Inc. 2020 Proxy Statement | 11
MEETINGS / COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through
meetings of the full Board and through committees of
the Board, consisting of an Audit Committee, a
Compensation Committee and a Nominating and
Corporate Governance Committee, which we refer to as
the Nominating Committee. The Board of Directors held
four meetings in 2019. The Company’s Corporate Governance
Policies provide that all directors are expected to regularly
attend and participate in Board and Committee meetings
and encourage the directors to attend the Company’s
Annual Meeting. In 2019, our directors attended 100% of
the regularly scheduled meetings of the Board and of the
committees of which he or she is a member. All of the
Company’s directors were in attendance at the 2019
Annual Meeting. Neenah holds regularly scheduled executive
sessions of the independent directors at each Board meeting.
As Chair of the Board, Mr. Cook presides at all of the
executive sessions.
AUDIT COMMITTEE
The Audit Committee is comprised solely of directors who meet the independence
requirements of the New York Stock Exchange (“NYSE”) and the Securities Exchange Act
of 1934, as amended (“Exchange Act”), and are financially literate, as required by NYSE rules.
At least one member of the Audit Committee is an audit committee financial expert, as
defined by the rules and regulations of the Securities and Exchange Commission (“SEC”).
The Audit Committee has been established in accordance with applicable rules promulgated
by the NYSE and the SEC. The Audit Committee assists the Board in monitoring:
•
•
•
•
the quality and integrity of our financial statements;
our compliance with ethical policies contained in our Code of Business Conduct
and Ethics, and legal and regulatory requirements;
the independence, qualification and performance of our registered public
accounting firm;
the performance of our internal auditors; and related party transactions.
The Audit Committee is governed by the Audit Committee Charter approved by the Board. The
charter is available on our website at www.neenah.com.
COMMITTEE AND MEMBERS
Timothy S. Lucas, Chair
Stephen M. Wood
William M. Cook
Philip C. Moore
Donna M. Costello
Number of Meetings
8
> All members are
independent
> All members are
financially literate under
NYSE standards
> The Board has determined
that Messrs. Lucas and
Cook and Ms. Costello are
audit committee financial
experts within the meaning
of the SEC’s rules.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating Committee is comprised solely of directors who meet the NYSE
independence requirements. The Nominating Committee:
•
•
•
•
oversees the process by which individuals are nominated to our Board;
reviews the qualifications, performance, and independence of members of our Board;
reviews and recommends policies with respect to composition, organization, processes
and, practices of our Board, including diversity; and
identifies and investigates emerging corporate governance issues and trends that may
affect us.
COMMITTEE AND MEMBERS
Margaret S. Dano, Chair
Philip C. Moore
Tony R. Thene
Number of Meetings
4
> All members are
independent
The Nominating Committee is governed by the Nominating and Corporate Governance
Committee Charter approved by the Board. The charter is available on our website at
www.neenah.com.
Neenah, Inc. 2020 Proxy Statement | 12
COMPENSATION COMMITTEE
The Compensation Committee is comprised solely of directors who meet NYSE independence
requirements, meet the requirements for a “non-employee director” under the Exchange Act,
meet the requirements of Rule 10C-1 under the Exchange Act, and meet the requirements for
an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”). The Compensation Committee:
•
•
reviews and approves corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and sets such compensation;
approves, in consultation with our Chief Executive Officer, the compensation of our
officers who are elected by our Board;
• makes recommendations to our Board with respect to our equity-based plans and
•
executive incentive compensation plans; and
reviews with management and approves awards under our long-term incentive
compensation plans and equity-based plans.
The Compensation Committee is governed by the Compensation Committee Charter approved
by the Board. The charter is available on our website at www.neenah.com.
Additional information regarding the Compensation Committee’s processes and procedures
for consideration of executive compensation is provided in the “Compensation Discussion
and Analysis” below.
COMMITTEE AND MEMBERS
Stephen M. Wood, Chair
Timothy S. Lucas
Margaret S. Dano
Number of Meetings
5
> All members are
independent
Neenah, Inc. 2020 Proxy Statement | 13
CORPORATE GOVERNANCE
Board Leadership
The Board selects from
among its members the
Chair of the Board.
The Board also elects the
Chief Executive Officer of the
Company. The current Board
Leadership is as follows:
Chairman of the Board
William M. Cook
Chief Executive Officer
John P. O’Donnell
Chief Executive Officer-elect
Julie A. Schertell
On February 5, 2020, Mr. O’Donnell delivered notice to
the Board of his intent to retire from his position as Chief
Executive Officer effective as of May 21, 2020 and to not stand
for re-election as a member of the Board at the Company’s
2020 Annual Meeting. In connection with Mr. O’Donnell’s
planned retirement, the Board unanimously approved the
appointment of Ms. Schertell as a member of the Board,
effective as of February 5, 2020, and Chief Executive Officer,
effective as of the 2020 Annual Meeting.
The Board believes at this time that it is appropriate
for Ms. Schertell to serve as a member of the Board prior
to assuming the role as Chief Executive Officer and to
continue serving as a member of the Board after
Mr. O’Donnell’s retirement. Ms. Schertell’s position as
both Chief Executive Officer and director provides a
continuity of leadership between the senior executive team
and the Board and enhances the corporate governance
environment of the Board.
Independent Directors
Our Amended and Restated Bylaws provide that a majority
of the directors on our Board shall be independent and
currently seven out of the nine directors are independent.
Immediately following the 2020 Annual Meeting, seven out
of the eight directors will be independent. In addition,
the Corporate Governance Policies adopted by the Board,
described further below, provide for independence standards
consistent with NYSE listing standards. Generally, a director
does not qualify as an independent director if the director
(or in some cases, members of the director’s immediate
family) has, or in the past three years has had, certain
material relationships or affiliations with the Company,
its external or internal auditors, or other companies that
do business with the Company. Having seven out of eight
independent directors provides Neenah with a sufficient level
of oversight, governance and independence without unduly
limiting the senior executives from acting in the best interest
of the Company and its stockholders.
In evaluating the independence of our independent directors,
the Board also considered whether any of the independent
directors had any material relationships with Neenah and
concluded that no such material relationship existed that
would impair their independence (see “Approval of Related
Party Transactions” below). In making this determination,
the Board relied both on information provided by our directors
as well as information developed internally by Neenah. As is
currently the case, immediately after the election of the
nominees to the Board of Directors, a majority of all directors
holding office will be independent directors. The Nominating
Committee and the Board have affirmatively determined
that seven of the Company’s nine directors do not have
any relationship that would interfere with the exercise of
independent judgment in carrying out their responsibilities
as directors and are independent in accordance with NYSE
listing standards, rules and regulations and our Corporate
Governance Policies. Immediately following the 2020 Annual
Meeting, Neenah’s independent directors will be Margaret S.
Dano, Stephen M. Wood, Timothy S. Lucas, Philip C. Moore,
Tony R. Thene, William M. Cook and Donna M. Costello.
Nomination of Directors
The Board of Directors is responsible for approving candidates
for Board membership. The Board has delegated the
screening and recruitment process to the Nominating
Committee, in consultation with the Chair of the Board and
Chief Executive Officer. More specifically, our Nominating
Committee has adopted, and the Board has ratified, the
“Neenah, Inc. Policy Regarding Qualification and Nomination
of Director Candidates.”
The Nominating Committee seeks to create a Board that
is strong in its collective knowledge and diversity of skills
and experience with respect to, accounting and finance,
management and leadership, vision and strategy, business
operations, business judgment, crisis management, risk
assessment, industry knowledge, corporate governance,
education, background and global markets.
Qualified candidates for director are those who, in the
judgment of the Nominating Committee, possess all of the
Neenah, Inc. 2020 Proxy Statement | 14
following personal attributes and a sufficient mix of the
following experience attributes to assure effective service
on the Board. Personal attributes of a Board candidate
considered by the Nominating Committee include: leadership,
ethical nature, contributing nature, independence,
interpersonal skills, effectiveness, currency of work history
and diversity. Experience attributes of a Board candidate
considered by the Nominating Committee include: financial
acumen, general business experience, industry knowledge,
diversity of view-points, special business experience,
and expertise. When the Nominating Committee reviews a
potential new candidate, the Nominating Committee looks
specifically at the candidate’s qualifications in light of the
needs of the Board and our company at that time, given the
then current mix of director attributes.
The Nominating Committee seeks to develop a diverse
Board that is representative of our customer, employee and
investor base. Our Board currently includes individuals of
differing ages and genders. While the Nominating Committee
carefully considers diversity when identifying potential director
candidates, the Nominating Committee has not established
a formal policy regarding diversity.
The Nominating Committee utilizes a variety of methods
for identifying and evaluating nominees for director.
The Nominating Committee periodically assesses the
appropriate size of the Board and whether any vacancies
on the Board are expected. In the event that vacancies are
anticipated or otherwise arise, the Nominating Committee
will seek to identify director candidates based on input
provided by a number of sources, including: (i) Nominating
Committee members; (ii) other directors of Neenah; (iii)
management of Neenah; and (iv) stockholders of Neenah.
The Nominating Committee also has the authority to
consult with or retain advisors or search firms to assist in
the identification of qualified director candidates.
The Nominating Committee will consider nominees
recommended by stockholders as candidates for election to
the Board. A stockholder wishing to nominate a candidate for
election to the Board at the Annual Meeting is required to give
written notice to the Secretary of Neenah of his or her
intention to make a nomination. Pursuant to our Amended
and Restated Bylaws, the notice of nomination must be
received by Neenah not less than 50 calendar days nor
more than 75 calendar days prior to the Annual Meeting,
or if Neenah gives less than 60 calendar days’ notice of the
meeting date, the notice of nomination must be received
no later than the close of business on the 10th calendar day
following the day on which the Annual Meeting date
is announced.
To recommend a nominee, a stockholder should write to
Noah S. Benz, Senior Vice President, General Counsel and
Secretary of Neenah, at 3460 Preston Ridge Road, Preston
Ridge III, Suite 600, Alpharetta, Georgia 30005.
Any such recommendation must include:
•
the name and address of the stockholder and a
representation that the stockholder is a holder of record
of shares of our common stock;
a brief biographical description for the nominee,
including his or her name, age, business and residence
addresses, occupation for at least the last five years,
and a statement of the qualifications of the candidate,
taking into account the requirements set forth above;
a description of all arrangements or understandings
between the stockholder and each nominee;
such other information regarding the nominee as would
be required to be included in a proxy statement filed
pursuant to the proxy rules of the SEC; and
the nominee’s consent to serve as a director if elected.
•
•
•
•
Once director candidates have been identified, the
Nominating Committee will then evaluate each candidate
in light of his or her qualifications and credentials and any
additional factors that the Nominating Committee deems
necessary or appropriate, including those set forth above.
Qualified prospective candidates will be interviewed by the
Chair of the Board, the Chief Executive Officer and at least
one member of the Nominating Committee. The full Board
will be kept informed of the candidate’s progress. Using input
from such interviews and other information obtained by the
Nominating Committee, the Nominating Committee will
evaluate whether a prospective candidate is qualified to serve
as a director and, if so qualified, will seek full Board approval
of the nomination of the candidate or the election of such
candidate to fill a vacancy on the Board.
Existing directors who are being considered for re-nomination
will be re-evaluated by the Nominating Committee based on
each director’s satisfaction of the qualifications described
above and his or her performance as a director during the
preceding year. All candidates submitted by stockholders
will be evaluated in the same manner as candidates
recommended from other sources, provided that the
procedures set forth above have been followed. All of
the current nominees for director are current members of
the Board. Based on the Nominating Committee’s evaluation
of each nominee’s satisfaction of the qualifications
described above, the Nominating Committee determined to
recommend the two directors for re-election. The Nominating
Committee has not received any nominations from
stockholders for the Annual Meeting.
Corporate Governance Policies
We have adopted the Neenah, Inc. Corporate Governance
Policies that guide the Company and the Board on matters
of corporate governance, including director responsibilities,
Board committees and their charters, director independence,
director qualifications, director evaluations, director
orientation and education, director access to management,
Board access to independent advisors, and management
development and succession planning. Copies of the
Neenah, Inc. 2020 Proxy Statement | 15
Corporate Governance Policies are available on our website
at www.neenah.com on the “Investor Relations” page
under the tab “Corporate Governance—Governance Policies
and Documents”.
Code of Business Conduct and Ethics
We have adopted the Neenah, Inc. Code of Business
Conduct and Ethics, which applies to all of our directors,
officers and employees. The Code of Business Conduct and
Ethics meets the requirements of a “code of ethics” as
defined by SEC rules and regulations. The Code of Business
Conduct and Ethics also meets the requirements of a code
of conduct under NYSE listing standards. The Code of
Business Conduct and Ethics is available on our website at
www.neenah.com on the “Investor Relations” page under
the tab “Corporate Governance—Governance Policies
and Documents”.
Human Rights Policy
We have adopted the Neenah, Inc. Human Rights Policy
applicable to all stakeholders. The Human Rights Policy sets
forth Neenah’s commitment to promote human rights in
accordance with the Universal Declaration of Human Rights
and the United Nations Guiding Principles on Business and
Human Rights to ensure that all people are treated with
dignity and respect. The Human Rights Policy is available on
our website at www.neenah.com on the “Investor Relations”
page under the tab “Corporate Governance—Governance
Policies and Documents”.
Environmental Policy
We have adopted the Neenah, Inc. Environmental Policy
applicable to all stakeholders. The Environmental Policy
sets forth Neenah’s commitment to stewardship and
sustainability of our natural resources. The Environmental
Policy is available on our website at www.neenah.com on
the “Investor Relations” page under the tab “Corporate
Governance—Governance Policies and Documents”.
Corporate Sustainability Report
We have published a Corporate Sustainability Report
describing how environmental and social consideration,
and related financial impacts, are integrated into Neenah’s
long-term strategy. The Corporate Sustainability Report
is available on our website at www.neenah.com on the
“Investors Relations” page.
Risk Oversight
The Board participates in risk oversight through the
Company’s Enterprise Risk Evaluation conducted by our
Chief Financial Officer and General Counsel, in conjunction
with the Company’s senior management team, and holds
management accountable for the maintenance of high
ethical standards and effective policies and practices
to protect the Company’s assets and enhance the
Company’s culture. Annual findings are reported to the
Audit Committee pursuant to the requirements of its
charter and the full Board reviews an annual report of the
findings as required by our Corporate Governance Policies.
In addition, the Board has the opportunity to address
developing risks at each Board meeting in connection with
its regular review of significant safety, business and financial
developments. The Company’s senior management team
assists the Board in identifying and analyzing significant
emerging issues that may impact the company’s overall
strategy, global business continuity and financial results.
The Board believes the processes described above provide
for the orderly escalation of developing issues and helps the
Board satisfy its risk oversight responsibilities.
Communications with the Board of Directors
We have established a process for interested parties to
communicate with members of the Board, including
non-management members of the Board. If you have any
concern, question or complaint regarding any accounting,
auditing or internal controls matter, or any issue with
regard to our Code of Business Conduct and Ethics or other
matters that you wish to communicate to our Board or
non-management directors, send these matters in writing
to c/o General Counsel, Neenah, Inc., Preston Ridge III, 3460
Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.
Information about our Board communications policy and
procedures for processing Board communications for
all interested parties can be found on our website at
www.neenah.com on the “Investor Relations” page
under the tab “Corporate Governance—Governance
Policies and Documents”.
Approval of Related Party Transactions
The charter of the Audit Committee requires that the Audit
Committee review and approve any transactions that would
require disclosure under SEC rules and regulations.
To help identify related party transactions and relationships,
each director and NEO, as such term is defined in the
“Compensation Discussion and Analysis” section of this Proxy
Statement, completes a questionnaire on an annual basis
that requires the disclosure of any transaction or relationship
that the person, or any member of his or her immediate
family, has or will have with the Company or its subsidiaries.
Additionally, the Company’s Code of Business Conduct and
Ethics prohibits related party transactions and requires that
any employee with knowledge of such a transaction provide
written notice of the relationship or transaction to the
Company’s General Counsel. Neither Neenah nor the Board
is aware of any matter in 2019 that required the review and
approval of the Audit Committee in accordance with the
terms of the charter.
Stockholder Rights Plan
The Company’s Stockholder Rights Agreement expired on
November 30, 2014. The Company subsequently decided not
to put a new plan in place. We will continue to evaluate the
need for such a plan in the future as such need may arise.
Neenah, Inc. 2020 Proxy Statement | 16
2019 DIRECTOR COMPENSATION
The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors
regarding compensation for our non-employee directors.
Each of our directors (who are not employees) receives the following compensation:
Item
Annual cash retainer
Additional cash retainers for Committee and Board Chairs:
• Board Chair
• Audit Committee Chair
• Compensation Committee Chair
• Nominating Committee Chair
Additional cash retainers for Committee Members:
• Audit Committee Members and Chair
• Compensation Committee Members and Chair
• Nominating Committee Members and Chair
Annual value of equity grant
Amount
$60,000
$40,000
$30,000
$30,000
$17,500
$9,000
$7,000
$5,000
$100,000*
*Annual equity grant paid in restricted stock units subject to a one-year vesting period
Neenah’s director compensation program is intended to align
with market level compensation to attract, motivate, and
retain high-performing and diverse quality director talent.
Neenah conducts a biennial director pay study to ensure
alignment with market level compensation, the latest of
which was undertaken in 2017 and resulted in an adjustment
to better align with the market and evolving director work
load as shown in the table above. In 2019, each director
received a total of 1,676 RSUs. The number of RSUs granted
to non-employee directors is calculated annually by dividing
the total value of the equity grant by the grant date fair
value of the Company’s stock on the day of the grant in
the same manner as used to calculate grants for Company
employees under the Long-Term Compensation Plan (“LTCP”).
The RSUs become fully vested and convert to shares of our
common stock on the first anniversary of the date of grant.
Employee directors receive no additional compensation and
no perquisites for serving on our Board.
Neenah also established the Neenah Paper Directors’
Deferred Compensation Plan (the “Directors’ Deferred
Compensation Plan”), which enables each of our
non-employee U.S. directors to defer a portion of their
cash compensation and RSU awards. In 2019, Dr. Wood
participated in the Directors’ Deferred Compensation Plan.
Each of our non-employee directors is required to
own Company stock equal to four times their annual
cash retainer. The valuation of restricted stock and options
owned by our directors is calculated pursuant to the same
guidelines detailed in this Proxy Statement for our named
executive officers. All of our non-employee directors met or
exceeded the guidelines as of December 31, 2019. Mr. Thene
and Ms. Costello were appointed to the Board of Directors
on February 1, 2019 and November 1, 2019, respectively,
and each has five years in order to meet the stock
ownership requirements.
Neenah, Inc. 2020 Proxy Statement | 17
The following table shows the total compensation paid to each of our non-employee directors in 2019.
Name
Fees Earned or Paid in Cash ($)
Stock Awards ($)(1)
Total ($)
Sean T. Erwin(2)
William M. Cook
Donna M. Costello(3)
Margaret S. Dano
41,667
91,500
11,500
79,500
Timothy S. Lucas
106,000
John F. McGovern(4)
Philip C. Moore
Stephen M. Wood(5)
Tony R. Thene
37,292
74,000
–
48,667
–
100,000
–
100,000
100,000
–
100,000
–
41,667
191,500
11,500
179,500
206,000
37,292
174,000
–
100,000
148,667
(1)
Amounts reported in this column represent the
grant date fair value of the 2019 RSU award granted
to each director, calculated in accordance with
Financial Accounting Standards Board Statement
ASC Topic 718 (“ASC 718”). Due to restrictions
imposed by Canadian law, Mr. Moore is not able to
receive a quarterly cash dividend on his RSUs. In lieu
of receiving such dividends, Mr. Moore is granted
additional shares of common stock on the date of
each dividend payment and in value to the cash
dividend that he would have received. Mr. Moore
received 43 of these common shares in 2019.
(2)
(3)
(4)
(5)
Mr. Erwin did not stand for re-election as a
Class III director at the 2019 Annual Meeting.
Ms. Costello was appointed to the Board of Directors
on November 1, 2019.
Mr. McGovern did not stand for re-election as a
Class III director at the 2019 Annual Meeting.
Dr. Wood deferred his 2019 compensation under the
Directors’ Deferred Compensation Plan.
Neenah, Inc. 2020 Proxy Statement | 18
COMPENSATION DISCUSSION AND ANALYSIS
The following section presents an analysis, summary,
and overview of our compensation policies and programs,
including material decisions made under those policies and
programs in setting the compensation levels for 2019 for our
named executive officers (each a “NEO”). Decisions made
concerning the total compensation package for our NEOs
take into consideration the individual executive’s level of
responsibility within Neenah, the performance of Neenah
relative to internal targets and peer companies, and the
creation of long-term stockholder value. We strive to achieve
a balanced and competitive compensation package through
a mix of base salary, performance-based cash bonuses,
long-term equity-based incentives and awards, deferred
compensation plans, pension plans, and welfare benefits.
Compensation Objectives and Philosophy
Neenah’s compensation policies are designed to incorporate
the following attributes:
INCLUDED
EXCLUDED
• Guaranteed variable compensation and/or
open-ended payments
•
•
Single trigger change in control arrangements;
excise tax gross-ups
Re-pricing or cash buyout of underwater stock
appreciation rights without stockholder approval
• Market timing of equity awards
•
Significant component of pay based on
performance achievement; more senior positions
have a higher percentage of performance-based
pay; maximum payment limit on incentive plans
• Measures are based on achievement of financial
targets, attainment of strategic objectives,
and enhancement of stockholder value, with a
clawback policy
•
•
Policies validated through an independent
consultant reporting to the Compensation
Committee, comparison to independent peer
companies & stockholder “say-on-pay” votes
Strict insider trading policy for equity awards
2019 Key Strategic and Financial Achievements
Delivered increased margins and earnings per share.
Consolidated
net sales of
$938.5
million
decreased 9%
versus 2018.
Consolidated
operating
income of
$78.3
million
increased 45%
versus 2018.
Record free
cash flow of
$76.2
million.
Earnings per diluted
common share
from continuing
operations of
$3.26
increased 50%
versus 2018.
Continued to
build presence
and capabilities in
targeted growth
categories.
Neenah, Inc. 2020 Proxy Statement | 19
Strategic initiatives to drive future top and bottom
line growth
• Managed costs and pricing to restore operating margins
after a rapid run-up in input costs in 2018
Reinvigorated our product innovation pipeline and
launched a number of unique new products
Following this section under the heading “Additional
Executive Compensation Information” we have included
certain tables where you will find detailed compensation
information for each of our NEOs. This section is intended to
provide additional details regarding Neenah’s compensation
practices, as well as the information and process used to
create and implement our compensation program for our
NEOs and other executive officers.
Changed a major fine paper distributor to others who
are providing more support for our brands
Named Executive Officers
•
•
•
•
•
Implemented a new, functionally-aligned organization
to help accelerate value creation globally between all
our businesses
Published a new Corporate Sustainability Report,
highlighting our commitment and accomplishments
to environmental, social and governance issues
Implemented a new operating system at our
two largest plants, helping to drive safety and
cost improvements
Deployed cash in a disciplined fashion to maintain a strong
Return on Capital and provide attractive direct returns of
cash to stockholders
•
Free cash flow of $76.2 million was used to reduce debt
and return cash to shareholders. Increased the dividend
by 10% in 2019
• Maintained a Return on Investment in excess of our
cost of capital
•
Credit ratings and metrics remained strong,
providing liquidity and ample capacity to pursue
attractive opportunities
• Our Total Stockholder Return (“TSR”) in 2019 was 22.8%
and over the past ten years, Neenah’s TSR was 3rd highest
of the 14 companies in our peer group and more than
three times the return of the Russell 2000
John P. O’Donnell
President and Chief Executive Officer
Bonnie C. Lind
Senior Vice President, Chief Financial Officer and Treasurer
Julie A. Schertell
Senior Vice President, Chief Operating Officer
Byron J. Racki, Senior Vice President
Senior Vice President, Sales & Marketing
Matthew L. Duncan
Senior Vice President, Chief Human Resources Officer
On January 14, 2020, Mr. Duncan announced his resignation
as Senior Vice President, Chief Human Resources Officer,
effective as of February 1, 2020.
Neenah, Inc. 2020 Proxy Statement | 20
Our Compensation-Setting Process:
Role of Compensation Committee
The Compensation Committee is responsible for carrying out
the Board’s responsibilities for determining the compensation
for our NEOs. In that capacity, the Compensation Committee
(1) annually reviews and approves the corporate goals and
objectives relating to our executive compensation programs,
(2) evaluates performance against those goals and objectives,
and (3) approves the compensation payable to our NEOs.
The Role of Stockholder Say-on-Pay Votes
The Company provides its stockholders with the opportunity
to cast an annual advisory vote on executive compensation.
At the Company’s annual meeting of stockholders held on
May 22, 2019, greater than 98% of the votes cast on the
say-on-pay proposal were voted in favor of the proposal.
The Compensation Committee considered these results and
believes the voting results reflect strong stockholder support
for the Company’s approach to executive compensation.
The Compensation Committee will continue to consider the
outcome of the Company’s say-on-pay proposal votes in
order to help understand the environment for future executive
compensation practices.
Use of Compensation Consultants
The Compensation Committee charter grants the
Committee authority to independently retain compensation
consultants, and in 2019 the Committee again engaged
Hugessen Consulting, Inc. (“Hugessen”) to provide the
Committee with independent advice and assistance in
its deliberations regarding compensation matters. At the
Committee’s request, Hugessen originated certain analyses,
reviewed the information provided by management, and
assisted the Committee in assessing 2019 compensation
for Neenah’s NEOs. In addition, Hugessen provided input
to assist the Committee in establishing the 2019 targeted
compensation levels and performance criteria under the
Company’s incentive plans.
The Compensation Committee must pre-approve any
additional work of a material nature assigned to its
consultant and will not approve any such work that, in
its view, could compromise Hugessen’s independence as
advisor to the Committee. Hugessen does not provide any
other services to Neenah. Decisions made by the Committee
are the responsibility of the Committee and reflect factors
and considerations in addition to the information and
recommendations provided by Hugessen. In 2019, the
Compensation Committee, in accordance with SEC rules,
considered the independence factors having to do with
consultant conflicts of interest and determined that the
work of Hugessen did not raise any conflicts of interest.
In addition, in 2019 the Company retained Aon Hewitt, Inc.
(“Aon”) to advise management on developments relating
to executive compensation in general and provide support
to management and the Compensation Committee in their
ongoing analysis and assessment of the effectiveness of
Neenah’s compensation policies and programs. Aon also
assisted in the preparation and review of materials prepared
by management related to benchmarking and plan designs.
Role of Executive Officers
At the request of the Compensation Committee,
our President and Chief Executive Officer, along with our
Senior Vice President and Chief Human Resources Officer
after extensive market research, make recommendations
to our Compensation Committee regarding base salary
and target levels for our annual performance bonuses and
long-term equity compensation for our executive officers.
These recommendations are based on the philosophy
and analysis described in this “Compensation Discussion
and Analysis” section of this Proxy Statement.
Neither Mr. O’Donnell nor Ms. Schertell are involved in
setting or approving his or her own compensation levels.
Neenah, Inc. 2020 Proxy Statement | 21
Peer Comparison
To assist in evaluating and determining levels of compensation
in 2018 for each element of pay, the Compensation
Committee reviewed various sources of data prepared by
management including:
Proxy data collected and analyzed from a peer group of
companies in the paper, printing and specialty chemical
industries and similar in size to Neenah (the “Peer Group”).
In 2019, the Compensation Committee conducted a thorough
review of the companies in the Peer Group. The Committee
reviewed and discussed the companies presented for
consideration, including (i) industry, (ii) revenue size, (iii)
market cap, and (iv) total enterprise value, and unanimously
selected the following companies:
Clearwater Paper Corporation
Ferro Corporation
Innophos Holdings, Inc.
Innospec, Inc.
Kraton Corporation
Lydall, Inc.
•
•
•
•
•
•
• Multi-Color Corporation
• Myers Industries, Inc.
• Omnova Solutions, Inc.
P.H. Glatfelter Company
•
• Quaker Chemical Corporation
•
•
•
•
Rayonier Advanced Materials, Inc.
Rogers Corporation
Schweitzer-Mauduit International, Inc.
Stepan Company
Data collected from Aon’s database using a broad industry
cut of manufacturing companies with approximate revenues
between $500 million and $2.0 billion.
To develop market figures, compensation opportunities for
the NEOs were compared to the compensation opportunities
for similarly situated executives in comparable positions.
Hugessen reviewed the results of these analyses and provided
feedback to the Compensation Committee in connection with
their review of competitive pay practices.
Neenah’s management and the Compensation Committee do
not believe that it is appropriate to establish compensation
levels based solely on peer comparisons or benchmarking;
however, marketplace information is one of the many
factors that we consider in assessing the reasonableness
of compensation. Management and the Compensation
Committee believe that information regarding pay
practices at other companies is useful to confirm that our
compensation practices are competitive in the marketplace.
Targeted Compensation Levels
The Compensation Committee establishes targeted total
compensation levels based upon performance objectives for
our executive officers eligible to receive an annual cash bonus
opportunity under the Management Incentive Plan (“MIP”)
and equity awards under the LTCP as authorized by the
Amended and Restated Neenah, Inc. 2018 Omnibus Stock
and Incentive Compensation Plan (the “2018 Omnibus Plan”).
In making these determinations, the Committee is guided
by the compensation philosophy described below.
The Committee also considers historical compensation levels,
pay practices at companies in the Peer Group and the relative
compensation among Neenah’s senior executive officers.
The Committee also considers industry conditions, corporate
performance versus peer companies, and the overall
effectiveness of Neenah’s compensation program in
achieving desired performance levels.
As targeted total compensation levels are determined,
the Compensation Committee also determines the portion
of total compensation that will be contingent,
performance-based pay. Performance-based pay includes
cash awards under our MIP program and equity awards under
our LTCP, which may be earned based on the Company’s
achievement of performance goals. The value of the LTCP
award largely depends upon long-term appreciation in the
Company’s stock price.
Neenah, Inc. 2020 Proxy Statement | 22
Neenah’s compensation philosophy is intended to provide
competitive pay within the relevant market by targeting the
total compensation opportunities and to reward executives
for short-term and long-term performance through an
overall compensation mix that is targeted to include a
minimum of 50% performance-based compensation for
our NEOs. In 2019, our Chief Executive Officer’s compensation
was approximately 74% performance-based at target levels
and our other NEOs compensation was approximately 59%
performance-based at target levels.
CEO @ Target
Other NEOs @Target
Perf.-
Cash
23%
Base
Salary
26%
Perf.-
Equity
51%
Perf.-
Cash
24%
Perf.-
Equity
35%
Base
Salary
41%
Compensation Components
Our executive compensation includes the base
components described below, each of which is designed
to accomplish specific goals of our compensation philosophy
described above. In connection with our discussion of each
of such base components, the following questions will
be addressed:
• Why Neenah chooses to pay each of the
base components;
• How Neenah determines the amount of the various
base components;
• How each component fits into Neenah’s overall
compensation plan and supports Neenah’s
compensation philosophy.
Base Salary
Base salary is a critical element of executive compensation
because it provides our executives with a defined level of
monthly income and also sets the base level for performance
compensation. Individual base salaries for our NEOs are
generally reviewed by comparing total compensation
opportunities within the Peer Group as discussed above.
Salary increases, if any, are reviewed and approved by
the Compensation Committee on an annual basis.
Factors considered in base salary increases include the
Company’s performance over the past year, changes in
individual executive responsibility, the position of base salary
together with all other compensation as indicated by our
analysis of the Peer Group, and market data provided by
Aon when peer data was not available.
This approach to base salary supports our compensation
philosophy. The Compensation Committee has determined
that setting NEO base salaries in this manner allows Neenah
to be competitive in attracting and retaining talent, while
at the same time, aligning the executive’s and stockholders’
interest as a majority of the executive’s overall compensation
is performance-based.
Neenah, Inc. 2020 Proxy Statement | 23
2019 Base Salary Decisions
In January 2019, after discussing the individual performance,
experience, scope of responsibilities, and Mr. O’Donnell’s
recommendations for the other NEOs, the Compensation
Committee established the base salaries for each NEO.
In general, any increases in base pay are intended to be
competitive with the market and take into consideration
the individual performance and scope of responsibilities of
each NEO. Taking into account all of these factors and a
comparison relative to peers, the Committee approved the
adjustments shown below to further align NEO base salary
with the market.
The following table provides the base salary of each NEO as of December 31 for each year listed:
Name
2018 Base Salary
2019 Base Salary
% Increase
John P. O’Donnell
$830,000
Bonnie C. Lind
$410,000
$863,000
$435,000
Julie A. Schertell
$460,000
$460,000
Byron J. Racki
$377,000
Matthew L. Duncan
$300,000
$377,000
$315,000
4%
6%
0% (1)
0% (2)
5%
(1)
(2)
Ms. Schertell received a 15% base salary increase on
October 1, 2018 in connection with a material change
in her roles and responsibilities.
Mr. Racki received a 29% base salary increase on
October 1, 2018 in connection with a material change
in his roles and responsibilities.
Annual Performance Bonuses
Annual cash incentive bonus opportunities are awarded under
the MIP and are based on our achievement of performance
goals established at the beginning of each calendar year.
MIP target bonuses are established as a percentage of base
salary with a target bonus ranging from 50% to 90% for
each NEO. The Compensation Committee annually approves
the target bonus range based on: (i) data provided from the
market surveys as previously described, (ii) the experience
and knowledge of the executive, and (iii) the quality and
effectiveness of the executive’s leadership within Neenah.
The amount of the actual MIP bonus is adjusted up or down
from the target bonus based on Neenah’s year-end results,
as may be adjusted by the Compensation Committee for
non-recurring items (with year-end results measured against
the objective and subjective criteria set forth in the MIP
plan for the applicable year, as previously approved by the
Compensation Committee). Actual MIP payments can range
from 0-200% of the target bonus for our chief executive,
legal, operations and financial officers, and 0-250% for the
business unit leaders, depending on whether the Company’s
results fall short of, achieve, or exceed the identified
performance goals.
Under the MIP, the Compensation Committee generally
sets a range of possible payments from zero to a maximum
percentage of the target award based on its belief that
no bonus should be earned if performance is below
established thresholds and its determination that the top
end of the range should provide an appropriate incentive for
management to achieve exceptional performance. Under
the MIP, specific performance measures and thresholds are
determined by the Committee in consultation with the Chief
Executive Officer, based on key metrics that support the
achievement of Neenah’s short-term and long-term
strategic objectives.
Annual performance bonuses support our compensation
philosophy in that they: (i) reward Neenah’s executives for
meeting and exceeding goals that contribute to Neenah’s
short-term and long-term strategic plan and growth, (ii)
promote a performance-based work environment, and (iii)
serve as a material financial incentive to attract and retain
executive talent.
Neenah, Inc. 2020 Proxy Statement | 24
2019 Annual Performance Bonus Awards
For 2019, the Compensation Committee approved target
bonuses for our NEOs as a percentage of base salary with a
target bonus ranging from 50% to 90%. The performance
goals for the 2019 MIP program were set based on the
following performance criteria and the relative weighting
set forth below: (i) adjusted corporate earnings before
interest, income taxes, depreciation and amortization
(“Corporate EBITDA”), which is calculated as net income
plus income tax expenses, plus depreciation expense and
amortization expense for intangibles, plus amortization
expense for stock options and restricted stock units adjusted
for any one time events outside of the ordinary course of
business, (ii) business unit earnings before interest and
taxes (“EBIT”) for our Fine Paper & Packaging and Technical
Products business units, and (iii) progress achieved in
implementing the Company’s strategic plan:
Name
John P. O’Donnell
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
2019 Target MIP
(% of Base Salary)
Corporate
EBITDA
Business Unit
EBIT
Strategic
Initiatives
Performance Criteria
90%
60%
60%
50%
50%
75%
75%
25%
25%
75%
–
–
50%
50%
–
25%
25%
25%
25%
25%
Each goal was set at levels that both the Compensation
Committee and management believed to be challenging
but attainable, and achievements would reflect significant
performance by the Company. On a stand-alone basis,
Corporate EBITDA could yield a payout from 0% at threshold,
100% at target and 200% at outstanding, and business unit
EBIT could yield a payout from 0% at threshold, 100% at
target and 300% at maximum, based on year-end results.
These targets are consistent with our desire to incentivize and
reward significant growth in profits.
The performance goals and results relative to the NEOs for each of the financial metrics in 2019 were as follows (in millions):
$250
$200
$150
Max
$145
$100
Threshold
$116
$50
$0
Max
$67
Threshold
$46
$80
$70
$60
$50
$40
$30
$20
$10
$0
Actual $61
Target $56
Payout %
160%
Max
$67
Threshold
$46
$80
$70
$60
$50
$40
$30
$20
$10
$0
Target $133
Actual $125
Payout %
52%
Target $56
Actual $43
Payout %
0%
Corporate EBITDA
Fine Paper & Packaging EBIT
Technical Products EBIT
Neenah, Inc. 2020 Proxy Statement | 25
The strategic plan objective was paid out at 110% of target
reflecting performance in achieving a set of strategic
objectives considered critical for long-term growth.
Results included the continued ramp-up of a major organic
capital project to add filtration capacity in the U.S.,
continued product innovation and the launching of a
number of unique new products, the transition of a major
fine paper distributor to a more supportive distributor
network, organic growth achieved in targeted categories,
and other strategic initiatives.
Based on the process described above, MIP payments were awarded as follows:
Name
2019 MIP at Target
2019 MIP at Actual
% of Target Earned
John P. O’Donnell
$776,700
Bonnie C. Lind
$261,000
Julie A. Schertell
$276,000
Byron J. Racki
$188,500
$516,506
$173,565
$111,780
$227,143
Matthew L. Duncan
$157,500
$104,738
66.5%
66.5%
40.5%
120.5%
66.5%
Long-Term Equity Compensation
Long-term equity incentives under the 2019 LTCP consist of
performance share units (“PSUs”) and restricted stock units
(“RSUs”) granted on an annual basis, with RSUs representing
approximately 30% of the total value of the equity incentive
awards and PSUs representing approximately 70% of the
total value of the equity award granted to an executive officer
for 2019. This reflects the Company’s desire to emphasize the
performance-based incentives in the LTCP. The total target
LTCP grants are set at the beginning of the year for each NEO
with the 2019 LTCP grants ranging from 75% to 200% of the
executive’s base salary. The Company typically grants 100% of
the RSUs in conjunction with the first Board meeting of each
fiscal year. Each year the Compensation Committee reviews
and approves a target number of PSUs for each of our NEOs
and each other participant in the LTCP plan. The number
of units actually earned by each participant is determined
by the Company’s performance during the applicable
performance period. The range of possible awards is set
by the Committee based on its: (i) belief that a minimal
award should be granted if the performance measures are
significantly below target levels; and (ii) determination that
the top end of the range provided an appropriate incentive
for management to achieve exceptional performance.
The combination of RSUs and PSUs focuses our executives
on Neenah’s financial performance and increasing
stockholder value. It is aligned with and supports our stock
ownership policy and helps retain employees for the duration
of the performance periods and vesting periods.
The Compensation Committee regularly reviews the
Company’s LTCP to identify opportunities to further align
executive compensation with long-term stockholder value.
In 2020, and in consultation with the compensation
consultant, the Compensation Committee approved changes
to the 2020 LTCP to remove the one-year performance
period component of the PSU award, with 100% of the PSUs
being subject to a three-year performance period ending on
December 31, 2022.
Neenah, Inc. 2020 Proxy Statement | 26
2019 LTCP Awards
For 2019, the Compensation Committee, consistent with our
compensation philosophy, approved equity grants under the
LTCP for our NEOs with target values ranging from 75% to
200% of base salary as follows:
The process described above resulted in grants of RSUs in
2019 as follows:
Name
John P. O’Donnell
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
2019 LTCP
(% of Base Salary)
2019 RSUs
200
100
90
75
75
7,483
1,886
1,795
1,226
1,024
For each of our NEOs, the value was divided into awards
of RSUs and a target number of PSUs, with 70% of the
value in PSUs and 30% of the value in RSUs. The range
of possible awards under the LTCP was selected to tie a
substantial percentage of each NEOs compensation to
Neenah’s performance.
Component
I - 75%
PSU
70%
RSU
30%
Component
II - 25%
The number of RSUs to be awarded to each NEO in 2019
was determined by dividing the value of the portion of the
LTCP award to be awarded as RSUs (determined by the
Compensation Committee as described above) by the grant
date fair value of the Company’s stock on the day of the
grant, and then rounded to the nearest share to produce the
number of shares subject to the applicable RSU award. Each
grant of RSUs made in 2019 vests in increments of 33.34%,
33.33% and 33.33% over a three-year period, with vesting
occurring on December 31, 2019, December 31, 2020 and
December 31, 2021
In 2017, the Compensation Committee approved an
amendment to the PSU portion of the LTCP program to
incorporate a three-year performance period for 25% of the
total PSU award, further aligning senior management of the
Company with long-term stockholder interests. The remaining
75% of the PSU award retains a one-year performance period
to focus on and reward annual growth in sales, earnings per
share, and return on invested capital. The target number of
PSUs to be awarded to each NEO in 2019 was determined by
the value of the portion of the LTCP award to be awarded
as PSUs (determined by the Compensation Committee as
described above) using the fair market value of the stock
price as of the date of grant, and then rounded to the nearest
ten shares. The target number of PSUs are increased or
decreased (to an amount equal to between 0% and 200%
of the target) after the performance period for
each component.
The first component (“Component I”), representing
75% of the PSU award, is subject to a one-year performance
period. The awarded PSUs are then subject to a two-year
holding period. After the end of the performance period,
the adjustment of the target number of PSUs is calculated
based on the Company’s achievement of performance goals
relative to the following equally weighted criteria:
year-over-year growth in net sales, excluding translation
impacts from changes in foreign exchange rates (“Constant
Currency Sales”), year-over-year growth in return on invested
capital (“Return on Capital”), and year-over-year growth in
Neenah, Inc. 2020 Proxy Statement | 27
adjusted earnings per share (“Adjusted Earnings Per Share”).
Each of the metrics may be adjusted for certain items as
further described in the PSU award agreements as filed
by the Company as Exhibit 10.1 to the Quarterly Report on
Form 10-Q filing dated August 7, 2019. The threshold, target,
and outstanding levels for Constant Currency Sales growth
and Return on Capital were adjusted in 2019 to reflect the
Company’s continued plans for growth through strategic
acquisitions and investments in organic growth.
The specific targets and results in 2019 for Component I were as follows:
50 bps
25 bps
0 bps
<25 bps>
<50 bps>
<75 bps>
<100 bps>
10%
Outstanding
8%
Outstanding
10 bps
Actual 17 bps
Target <25> bps
Threshold
<60%> bps
Payout %
200%
5%
0%
<5%>
<10%>
<15%>
Threshold
0%
Target 4%
Actual <5%>
Payout %
0%
15%
10%
5%
0%
<5%>
Outstanding
11%
Target 7%
Threshold
3%
Actual
<1%>
Payout %
0%
Return on Capital (increase of basis points)
Constant Currency Sales (% growth)
Adjusted Earnings per Share (% growth)
Based on the process described above and our performance against the targets noted, PSU grants for Component I
were awarded as follows:
Name
Component I
at Target
Component I
Earned
% of Target
Earned
John P. O’Donnell
13,095
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
3,300
3,141
2,145
1,793
8,774
2,211
2,104
1,437
1,201
67%
67%
67%
67%
67%
The earned PSUs are now in a two-year hold period and are still subject to forfeiture as further described in the PSU
award agreement. All of the above awarded PSUs are scheduled to vest on December 31, 2021.
The second component (“Component II”), representing 25% of the PSU award, is subject to a three-year performance period.
After the end of the performance period, the adjustment of the target number of PSUs is calculated based on the Company’s
achievement of the performance goal of relative total stockholder return (“Relative TSR”). The Relative TSR (including dividend
yield), is compared against the Russell 2000 Value Index over the performance period.
Metric
Threshold
Target
Outstanding
Payout %
Payout (as a % of Target)
Total Stockholder Return
0%
100%
200%
TBD*
3rd Quartile
2nd Quartile 1st Quartile
* Subject to a three-year performance period ending December 31, 2021.
Neenah, Inc. 2020 Proxy Statement | 28
Component II Performance 2017 LTCP Awards
Component II of the 2017 LTCP award, representing 25%
of the PSU award, is subject to a three-year performance
period ending December 31, 2019. The target number of PSUs
is calculated based on the Company’s achievement of the
performance goal of Relative TSR.
The Relative TSR (including dividend yield), is compared
against the Russell 2000 Value Index over the performance
period and the target number of PSUs are increased or
decreased (to an amount equal to between 40% and 200%
of the target).
The specific targets and results in 2017 for Component II were as follows:
Metric
Threshold
Target
Outstanding
Payout %
Payout (as a % of Target)
Total Stockholder Return
0%
100%
200%
40%
3rd Quartile
2nd Quartile 1st Quartile
Based on the process described above and our performance against the targets noted, PSU grants for Component II of the
2017 LTCP grants were awarded as follows:
Name
Component II
at Target
Component II
Earned
% of Target
Earned
John P. O’Donnell
3,536
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
699
682
311
358
1,414
280
273
124
143
40%
40%
40%
40%
40%
Neenah, Inc. 2020 Proxy Statement | 29
Retirement Benefits
We maintain the Neenah 401(k) Retirement Plan (the “401(k)
Plan”), which is a tax-qualified defined contribution plan for
employees. The 401(k) Plan is available to all Neenah’s U.S.
employees, but includes a special profit-sharing contribution
feature that is only applicable for certain employees who are
ineligible to participate in the Pension Plan (the “Retirement
Contribution Plan”). Further, we maintain a supplemental
retirement contribution plan (the “Supplemental RCP”) which
is a non-qualified defined contribution plan which is intended
to provide a tax-deferred retirement savings alternative
for amounts exceeding Internal Revenue Code limitations
on qualified plans. Additional information regarding the
Supplemental RCP can be found in the “2019 Non-qualified
Deferred Compensation” table later in this Proxy Statement.
We also maintain the Neenah Deferred Compensation Plan
(the “Deferred Compensation Plan”), which is a non-qualified
deferred compensation plan for our executive officers.
The Deferred Compensation Plan enables our executive
officers to defer a portion of annual cash compensation
(base salary and non-equity awards under our MIP).
The Deferred Compensation Plan is intended to assist
our executive officers in maximizing the value of the
compensation they receive from the Company and assist in
their retention. Additional information regarding the Deferred
Compensation Plan can be found in the “2019 Non-qualified
Deferred Compensation” table later in this Proxy Statement.
We also maintain the Neenah Pension Plan, a tax-qualified
defined benefit plan (the “Pension Plan”) and the Neenah
Supplemental Pension Plan, a non-qualified defined benefit
plan (the “Supplemental Pension Plan”) which provide
tax-deferred retirement benefits for certain of our employees.
Ms. Lind is the only NEO that participates in the Pension
Plan and Supplemental Pension Plan. Additional information
regarding the Pension Plan and the Supplemental Pension
Plan can be found in the “2019 Pension Benefits” table later in
this Proxy Statement.
Neenah and the Compensation Committee believe
that the Pension Plan, Supplemental Pension Plan,
Retirement Contribution Plan, Supplemental RCP, Deferred
Compensation Plan, and 401(k) Plan are core components of
our compensation program. The plans are competitive with
plans maintained by our peer companies and are necessary to
attract and retain top level executive talent. Additionally, the
plans support the long-term retention of key executives by
providing a strong incentive for the executive to remain with
Neenah over an extended number of years.
Severance Payments
In March 2017, the Compensation Committee amended and
restated its executive severance plan (the “2017 Executive
Severance Plan”), effective April 1, 2017, to provide executives
certain severance benefits both upon termination of
employment following a change in control of Neenah and
outside of a change in control. The 2017 Executive Severance
Plan also categorize the participating executives as either
“Tier 1”, “Tier 2”, or “Tier 3” participants in order to provide
varying benefit amounts to the different executives.
All NEOs are Tier 1 participants under the 2017 Executive
Severance Plan.
Upon termination of an NEO’s employment by Neenah
without “cause” outside of a change in control, such NEO
will be entitled to an amount equal to one and one-half
times his or her base salary. Upon termination of the NEO’s
employment by Neenah without “cause” within the two-year
period following a change in control or by the NEO for “good
reason” within the two-year period following a change
in control the 2017 Executive Severance Plan provides that
such terminated NEO will be entitled to the sum of:
(I) Two times the sum of his or her annual base salary,
(II) the amount of bonus under the MIP that he or she has
earned through the date of the change in control, plus two
times his or her targeted annual bonus,
(III) any profit-sharing contributions or pension plan
benefits forfeited as a result of such termination
(IV) the amount of profit-sharing contributions and
pension plan benefits such participant would have received
under the qualified and supplemental retirement plans but
for his or her termination for the two-year period following
his or her termination, and
(V) the cost of medical and dental COBRA premiums for a
period of two years
In addition, such NEO will be fully vested in his or her account
under the Deferred Compensation Plan and any awards
granted to him or her under the Amended and Restated
Neenah Paper, Inc. 2004 Omnibus Stock and Incentive
Compensation Plan (the “2004 Omnibus Plan”) or the 2018
Omnibus Plan.
In addition, upon termination of an NEO’s employment by
Neenah at any time without “cause” or by the officer for
“good reason” within the two-year period following a change
in control, the NEO will be eligible to receive reimbursement
Neenah, Inc. 2020 Proxy Statement | 30
for outplacement service costs for a period of two years in an
amount not to exceed $50,000.
Payment of the benefits under the 2017 Executive Severance
Plan is subject to the applicable executive executing an
agreement that includes restrictive covenants and a general
release of claims against Neenah. These benefits are intended
to recruit and retain key executives and provide continuity in
Neenah’s management in the event of a change in control.
We believe the 2017 Executive Severance Plan is consistent
with similar plans maintained by our peer companies and,
therefore, is a core component of our compensation program
necessary to attract and retain key executives.
Timing of Compensation
Base salary adjustments, if any, are made by our
Compensation Committee at the first meeting of each fiscal
year (with the adjustments effective as of January 1 of that
same year). RSU awards and PSU target levels and awards
are made in the manner described above. The number of
RSUs awarded is determined by the grant date fair value
of the Company’s stock on the day of the grant. We do not
coordinate the timing of equity awards with the release of
non-public information.
Tax and Accounting Consideration
In general, the tax and accounting treatment of
compensation for our NEOs has not been a core component
used in setting compensation. In limited circumstances, we
do consider such treatment and attempt to balance the cost
to Neenah against the overall goals we intend to achieve
through our compensation philosophy. In particular, we have
historically sought to maximize deductibility of our NEOs’
compensation under Internal Revenue Code Section 162(m)
while maintaining the flexibility necessary to appropriately
compensate our executives based on performance and the
existing competitive environment.
The MIP and LTCP programs are performance-based and have
historically been intended to be fully deductible under Section
162(m). The exemption from Section 162(m)’s deduction limit
for performance-based compensation has been repealed,
effective for taxable years beginning after December 31, 2017,
such that compensation paid to our covered executive officers
in excess of $1 million will not be deductible unless it qualifies
for transition relief applicable to certain arrangements in
place as of November 2, 2017.
Despite our efforts in the past to structure annual cash
incentives in a manner intended to be exempt from
Section 162(m) and, therefore, not subject to its deduction
limits, because of ambiguities and uncertainties as to the
application and interpretation of Section 162(m) and the
regulations issued thereunder, including the uncertain scope
of the transition relief under the legislation repealing Section
162(m)’s exemption from the deduction limit, no assurance
can be given that compensation intended to satisfy the
requirements for exemption from Section 162(m) in
fact will. Further, the Compensation Committee reserves
the right to modify compensation that was initially intended
to be exempt from Section 162(m) if it determines that such
modifications are consistent with our business needs.
Neenah, Inc. 2020 Proxy Statement | 31
Stock Ownership Guidelines
The Compensation Committee has adopted stock
ownership guidelines to foster long-term stock holdings by
company leadership. These guidelines create a strong link
between stockholders’ and management’s interests. NEOs are
required to own a designated multiple of their respective
base salary. The multiples for each NEO are as follow:
Name
John P. O’Donnell
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
Stock Ownership Multiple
of Base Salary
6x
4x
4x
4x
4x
Each NEO is required to hold at least 50% of their annual
PSU grants until they reach the ownership guidelines. The
following holdings are counted toward fulfilling guidelines,
with each being valued using our stock price as of December
31 of each year: (i) stock held in the 401(k) Plan, other
deferral plans, outright, or in brokerage accounts, (ii) PSUs or
RSUs earned but not vested or not paid out, and (iii) ‘in the
money’ value of vested or unvested stock options and SARs.
Penalties for continued failure to meet the guidelines include
payment of MIP compensation in Neenah stock and reduction
of LTCP compensation. All of our NEOs met or exceeded the
guidelines as of December 31, 2019. Mr. Racki was named an
executive officer in May 2017 and has five years to meet the
stock ownership requirements.
CEO Pay Ratio
Under Section 953(b) of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and Item 402(u) of Regulation
S-K, the Company is required to provide the ratio of the
annual total compensation of its Chief Executive Officer,
Mr. O’Donnell, to the annual total pay of the median
employee of the Company (the “Pay Ratio Disclosure”).
For 2019, the median compensation of all employees of the
Company and its consolidated subsidiaries (other than Mr.
O’Donnell), which includes employees located in the United
States, Germany, The Netherlands, and England, was $56,116.
Mr. O’Donnell’s total compensation in 2019 for purposes
of the Pay Ratio Disclosure was $3,265,694. Based on this
information, the ratio of the compensation of the Chief
Executive Officer to the median annual total compensation
of all other employees for purposes of the 2019 Pay Ratio
Disclosure was estimated to be 58 to 1.
The Pay Ratio Disclosure above was calculated in
accordance with SEC rules based upon the Company’s
reasonable judgment and assumptions using the
methodology described below. The SEC rules do not specify
a single methodology for identification of the median
employee or calculation of the Pay Ratio Disclosure and
other companies may use assumptions and methodologies
that are different from those used by the Company in
calculating their Pay Ratio Disclosure. Accordingly, the pay
ratio disclosed by other companies may not be comparable
to the Company’s Pay Ratio Disclosure above. The Company’s
methodology for calculating the Pay Ratio Disclosure
included the following:
•
•
Reviewed total annual cash earnings of all employees on
December 31, 2018 for our 2018 fiscal year. This included
both base pay and any overtime/premium pay earned by
each employee in 2018.
Permanent employee hours were annualized if they did
not work a full year (i.e. someone working a 20-hour
workweek would be annualized at 1,040 hours a year,
and someone full time would be annualized at 2,080
hours a year). Temporary and seasonal employees were
not annualized if they did not work a full year.
• We identified the median employee based on total 2018
annualized earnings and then captured all 2019 pay
components under the summary compensation table
for such identified employee to compare to the Chief
Executive Officer
•
Currency used to convert pay was determined as of
December 31, 2019 at 1.1215 USD to 1 EUR.
Neenah, Inc. 2020 Proxy Statement | 32
Clawback Policy
The Compensation Committee adopted a “clawback policy”
for all executives and other employees participating in our
MIP program concerning the payment of MIP payments and
long-term equity grants under the LTCP program. This policy
gives the Board the authority to reclaim certain overstated
payments made to Neenah employees due to materially
inaccurate results presented in the Company’s audited
financial statements or if the Board concludes that such
employee engaged in improper conduct.
Compensation Committee Interlocks and
Insider Participation
The following directors served on the Compensation
Committee during 2019: Ms. Dano, Mr. McGovern, Mr. Lucas,
and Dr. Wood. Mr. McGovern did not stand for re-election as a
member of the Board of Directors at the 2019 Annual Meeting
and ceased to be a member of the Compensation Committee
at that time. None of the members of the Compensation
Committee was an officer or employee of Neenah during 2019
or any time prior thereto, and none of the members had any
relationship with Neenah during 2019 that required disclosure
under Item 404 of Regulation S-K. None of our executive
officers serves as a member of the board of directors or
compensation committee of any entity that has one or more
of its executive officers serving as a member of our Board of
Directors or Compensation Committee.
Policies against Hedging and Pledging Securities
Our insider trading policy provides that directors, officers and
employees are prohibited from engaging in short sales and
buying or selling puts or calls or other derivative securities
of Neenah. Directors and officers are also prohibited from
holding Neenah securities in a margin account or pledging
Neenah securities as collateral for a loan.
Neenah, Inc. 2020 Proxy Statement | 33
COMPENSATION COMMITTEE REPORT
The Compensation Committee oversees Neenah’s
compensation policies and programs on behalf of the Board.
In fulfilling this responsibility, the Compensation Committee
has reviewed and discussed with Neenah’s management the
Compensation Discussion and Analysis included in this
Proxy Statement. In reliance on such review and discussions,
the Compensation Committee recommended to Neenah’s
Board of Directors that the Compensation Discussion and
Analysis be included in this Proxy Statement and in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2019.
Compensation Committee:
Stephen M. Wood, Chair
•
• Margaret S. Dano
Timothy S. Lucas
•
Neenah, Inc. 2020 Proxy Statement | 34
ADDITIONAL EXECUTIVE COMPENSATION INFORMATION
Summary Compensation Table
The following table reflects compensation paid to or earned by our NEOs for services rendered during 2019, 2018, and 2017:
Name
Year
Salary
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(3)
Non-Equity
Incentive
Plan
($)(4)
Change in
Pension
Value
($)(5)
All Other
Compensation
($)(6)
Total
($)
O’Donnell
2019
863,000
1,781,928
–
516,506
2018
830,000
1,310,184
498,004
186,750
2017
830,000
1,351,979
498,003
472,478
–
–
–
104,260
3,265,694
138,182
2,963,120
136,148
3,288,609
Lind
2019
435,000
449,071
–
173,565
332,092
14,650
1,404,378
2018
410,000
291,322
110,696
61,500
121,523
22,080
1,017,121
2017
410,000
267,146
98,400
155,595
695,393
10,300
1,636,834
Schertell
2019
460,000
427,425
–
111,780
2018
415,000
270,736
108,006
67,860
2017
400,000
260,647
96,002
161,150
Racki
2019
377,000
291,903
–
227,143
2018
326,750
146,878
55,806
68,288
2017
292,000
118,901
43,794
94,936
Duncan
2019
315,000
243,890
–
104,738
2018
300,000
177,619
67,500
37,500
2017
280,000
136,871
50,406
88,550
–
–
–
–
–
–
–
–
–
54,155
1,053,360
53,999
915,601
53,152
970,951
37,289
933,335
41,993
639,715
33,168
582,799
34,690
698,318
37,310
619,929
32,943
588,770
(1)
(2)
Amounts shown reflect actual earnings during
the applicable year and include mid-year
salary adjustments. Please see the “Compensation
Discussion & Analysis” section of this Proxy
Statement for base salary information for each
NEO as of December 31, 2019.
awards is equal to the fair market value of the
underlying common stock on the date of grant.
See Note 9 of Notes to Consolidated Financial
Statements included in our 2019 Annual Report on
Form 10-K for the assumptions used in valuing the
PSUs and RSUs granted.
Amounts shown reflect the aggregate grant date
fair value with respect to PSUs and RSUs granted
pursuant to the 2004 Omnibus Plan and 2018
Omnibus Plan. The amounts represent the grant date
fair value of the PSU and RSU awards in accordance
with ASC 718. The grant date fair value of the stock
(3)
Amounts shown reflect the aggregate grant date
fair value with respect to SARs granted pursuant to
the 2004 Omnibus Plan and 2018 Omnibus Plan.
The amounts represent grant date fair value of the
SARs in accordance with ASC 718.The grant date
fair value of the SAR awards is determined using the
Neenah, Inc. 2020 Proxy Statement | 35
Black-Scholes option valuation model. See Note 9 of
Notes to Consolidated Financial Statements included
in our 2019 Annual Report on Form 10-K for the
assumptions used in valuing the SARs granted.
(6)
“All Other Compensation” includes Neenah’s
contribution to the 401(k) Plan and Supplemental
RCP account of our NEOs as follows (as further
disclosed on page 42 of this Proxy Statement):
(4)
(5)
Amounts shown reflect annual performance
bonuses earned in the fiscal year and paid in the
following year. 2019 amounts are described in detail
in the portion of our “Compensation Discussion and
Analysis” captioned “2019 Annual Performance
Bonus Awards.”
Amounts shown reflect the aggregate change
during the year in the actuarial present value of
accumulated benefit under our Pension Plan and
Supplemental Pension Plan. The large variability in
value year-to-year is caused, for the most part, by
changes in the discount rates used to calculate the
value from year-to-year, and not any increase or
change in the pension plan for any individual NEO.
Messrs. Racki, Duncan, O’Donnell and Ms. Schertell
do not participate in either the Pension Plan or
Supplemental Pension Plan.
Name
John P. O’Donnell
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
Year
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
2019
2018
2017
Amount ($)
98,260
120,291
129,348
8,400
8,250
8,100
49,955
49,535
49,891
36,464
34,788
30,968
32,845
35,465
31,958
The amounts in the “All Other Compensation”
column also include the following categories of
perquisites: annual physicals, tax preparation,
financial planning and spousal travel to attend the
Company’s August 2018 Board of Directors meeting.
Neenah, Inc. 2020 Proxy Statement | 36
2019 Grants of Plan Based Awards
The following table contains information relating to the plan based awards grants made in 2019 to our NEOs under the 2018
Omnibus Plan and is intended to supplement the “Summary Compensation Table” listed above:
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
All Other
Under Equity Incentive
Plan Awards(2)
Stock
Awards(3)
# of
Grant
Date
Fair
Grant
Threshold
Target
Maximum
Threshold
Target
Maximum
Stock
Underlying
Stock
Awards
Securities
Value of
Name
Plan
Date
($)
($)
($)
(#)
(#)
(#)
Awards (#)
($)
John P. O’Donnell
Bonnie C. Lind
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
MIP
PSU
RSU
MIP
PSU
RSU
MIP
PSU
RSU
MIP
PSU
RSU
MIP
PSU
RSU
1/29/2019 0
776,700
1,553,400
1/29/2019
1/29/2019
0
17,460
34,920
1,264,104
7,483
517,824
1/29/2019 0
261,000
522,000
1/29/2019
1/29/2019
0
4,400
8,800
318,560
1,886
130,511
1/29/2019 0
276,000
632,500
1/29/2019
1/29/2019
0
4,188
8,376
303,211
1,795
124,214
1/29/2019 0
188,500
431,665
1/29/2019
1/29/2019
0
2,860
5,720
207,064
1,226
84,839
1/29/2019 0
157,500
315,000
1/29/2019
1/29/2019
0
2,390
4,780
173,030(4)
1,024
70,861(5)
(1)
(2)
Reflects the range of potential annual incentive
bonus payments that could have been earned by
each NEO under Neenah’s MIP in 2019.
The actual bonuses earned in 2019 are reflected in
the “Summary Compensation Table” above under the
caption “Non-Equity Incentive Plan Compensation.”
For more information regarding annual incentive
bonus opportunities, see the discussion in the
“Compensation Discussion and Analysis” section
of this Proxy Statement.
Reflects the range of potential PSUs that may be
earned by each NEO based on the Company’s level
of achievement of performance goals in 2019 and
Relative TSR for the performance period ending
December 31, 2021. After the December 31, 2019
performance period, the PSUs remain subject to
a two-year holding period. For more information
regarding the PSUs, including how the number of
PSUs awarded was determined and the vesting terms
applicable to such units, see the discussion in the
“Compensation Discussion and Analysis” section
of this Proxy Statement. Outstanding PSUs receive
dividends at the same rate as other stockholders
following the applicable performance period.
(3)
(4)
(5)
The RSUs vest in increments of 33.34%, 33.33%
and 33.33% over a three-year period, with vesting
occurring on December 31, 2019, December 31, 2020
and December 31, 2021.
Mr. Duncan forfeited 100% of the January 29, 2019
PSU award upon his resignation on February 1, 2020.
Mr. Duncan forfeited 66.67% of the January 29, 2019
RSU award upon his resignation on February 1, 2020.
Neenah, Inc. 2020 Proxy Statement | 37
Outstanding Equity Awards at 2019 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2019.
Option Awards
Stock Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Name
John P. O’Donnell
28,312
24,501
11,044
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
–
12,252
22,090
Bonnie C. Lind
4,840
2,455
2,422
4,910
Julie A. Schertell
Byron J. Racki
Matt Duncan
3,000
4,900
4,370
4,380
5,996
4,722
2,395
1,940
2,548
2,154
1,237
1,191
1,239
1,497
–
–
–
–
–
2,363
4,791
–
–
1,078
2,476
–
1,241
2,994
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
Number of
Shares or
Units or
Stock That
Have Not
Vested
Market
Value of
Shares or
Units of
Stock
Option
Exercise
Price ($)
Option
Expiration
Date
57.95(5) 01/25/2026
82.15(6) 01/29/2027
93.35(7) 01/29/2028
6,847(9)
482,234
13,139(10)
925,379
4,989(11)
351,375
82.15(6) 01/29/2027
93.35(7) 01/29/2028
1,522(9)
3,311(10)
107,194
233,194
1,258(11)
88,601
24.09(1) 01/24/2022
31.23(2) 01/28/2023
42.82(3) 01/27/2024
59.72(4) 01/26/2025
57.95(5) 01/25/2026
82.15(6) 01/29/2027
93.35(7) 01/29/2028
1,485(9)
3,151(10)
1,197(11)
104,589
221,925
84,305
59.72(4) 01/26/2025
57.95(5) 01/25/2026
82.15(6) 01/29/2027
93.35(7) 01/29/2028
768(9)
2,152(10)
818(11)
54,090
151,565
57,612
60.56(8) 02/28/2026
82.15(6) 01/29/2027
93.35(7) 01/29/2028
928(9)
1,798(10)
683(11)
65,359
126,633
48,104
Neenah, Inc. 2020 Proxy Statement | 38
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
These options were granted on January 25, 2012
and vested as follows: 33.34% on January 25, 2013
and 33.33% on both January 25, 2014 and
January 25, 2015. These options were converted
to SARs on July 1, 2014.
(9)
These options were granted on January 29, 2013,
and vest as follows: 33.34% on January 29, 2014
and 33.33% on both January 29, 2015 and
January 29, 2016. These options were converted
to SARs on July 1, 2014.
These options were granted on January 28, 2014,
and vest as follows: 33.34% on January 28, 2015
and 33.33% on both January 28, 2016 and
January 28, 2017. These options were converted
to SARs on July 1, 2014.
(10)
These SARs were granted on January 27, 2015,
and vest as follows: 33.34% on January 27, 2016
and 33.33% on both January 27, 2017 and
January 27, 2018.
These SARs were granted on January 26, 2016,
and vest as follows: 33.34% on January 26, 2017
and 33.33% on both January 26, 2018 and
January 26, 2019.
These SARs were granted on January 30, 2017,
and vest as follows: 33.34% on January 30, 2018
and 33.33% on both January 30, 2019 and
January 30, 2020.
These SARs were granted on January 30, 2018,
and vest as follows: 33.34% on January 30, 2019
and 33.33% on both January 30, 2020 and
January 30, 2021.
These SARs were granted to Mr. Duncan on February
29, 2016 and vest as follows: 33.34% on February
28, 2017, and 33.33% on both February 28, 2018 and
February 28, 2019.
These PSU target levels were set on January 30,
2018 and 75% of the award was earned on December
31, 2018, based on the Company’s achievement of
performance goals during the performance period
ending December 31, 2018. This component of the
awards was granted at 40% of target as disclosed
in the “Compensation Discussion and Analysis”
section of the 2018 Proxy Statement and the market
value disclosed in this table reflects the sizing of
these awards. These PSUs are subject to a two-year
continued service requirement after the one-year
performance period, subject to certain exceptions.
The remaining 25% of the grant is subject to
a three-year performance period ending
December 31, 2020.
These PSU target levels were set on January 29,
2019 and 75% of the award was earned on December
31, 2019, based on the Company’s achievement of
performance goals during the performance period
ending December 31, 2019. This component of the
awards was granted at 67% of target as disclosed
in the “Compensation Discussion and Analysis”
section of the 2019 Proxy Statement and the market
value disclosed in this table reflects the sizing of
these awards. These PSUs are subject to a two-year
continued service requirement after the one-year
performance period, subject to certain exceptions.
The remaining 25% of the grant is subject to a
three-year performance period ending
December 31, 2021.
(11)
These RSUs were granted on January 29, 2019,
and vest as follows: 33.34% on December 31, 2019,
and 33.33% on both December 31, 2020
and December 31, 2021.
Neenah, Inc. 2020 Proxy Statement | 39
Option Exercises and Stock Vested in 2019
The following table sets forth information regarding stock options or SARs exercised and stock awards vested for our NEOs
during 2019:
Option Awards
Stock Awards(1)
Name
Number of
Shares
Acquired on
Exercise (#)
Value
Realized
on Exercise
($)
Number of
Shares
Acquired on
Vesting (#)
Value
Realized
on Vesting
($)(2)
John P. O’Donnell
0
0
15,367
1,080,529
Bonnie C. Lind
11,097
172,968
3,172
223,054
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
0
0
0
0
0
0
3,080
216,583
1,541
1,645
108,376
115,677
(1)
These shares represent the vesting of (i) PSUs granted to each of our NEOs in January of 2017 and which vested on
December 31, 2019 after a one-year performance and two-year holding period, and (ii) PSUs granted to each of our
NEOs in January of 2017 and which vested on December 31, 2019 after a three-year performance period, and (iii)RSUs
granted to each of our NEOs in January of 2019 and which vested 33.34% on December 31, 2019.
(2)
Reflects the market value of the shares on the vesting date.
Pension Plans
The Neenah Pension Plan is a broad-based, tax-qualified
defined benefit pension plan, which provides a benefit upon
retirement to eligible employees of the Company.
The Neenah Supplemental Pension Plan is a non-qualified
defined benefit pension plan which covers pay and benefits
above the qualified limits in the Pension Plan.
The compensation covered by these defined benefit plans
includes the salary and non-equity incentive payments set
forth above in the “Summary Compensation Table”.
Under our Pension Plan, an employee is entitled to receive
an annual standard benefit based on years of service
and integrated with social security benefits. The Internal
Revenue Code generally places limits on the amount of
pension benefits that may be paid from the tax-qualified
Pension Plan. However, we will pay any participant in our
Supplemental Pension Plan the amount of the benefit payable
under the Pension Plan that is limited by the Code.
Retirement benefits for participants in the Pension Plan who
have at least five years of service may begin on a reduced
basis at age 55 or on an unreduced basis at the normal
retirement age of 65. Unreduced benefits also are available
(i) for participants with ten years of service at age 62 or
as early as age 60 with thirty years of service, and (ii) as
described below, for certain involuntary terminations.
Ms. Lind is eligible for early retirement on a reduced basis.
None of our other NEOs currently is eligible for retirement
under our Pension Plan or Supplemental Pension Plan.
The normal form of benefit is a single-life annuity payable
monthly and other optional forms of benefit are available
including a joint and survivor benefit. Accrued benefits under
our Supplemental Pension Plan will, at the participant’s
option, either be paid as monthly payments in the same form
as the retirement payments from the Pension Plan or as an
actuarially determined lump sum payment upon retirement
after age 55.
For a discussion of how we value these obligations and the
assumption we use in that valuation, see Note 8 of Notes
to Consolidated Financial Statements included in our 2019
Annual Report on Form 10-K. For purposes of determining
the present value of accumulated benefits, we have used the
normal retirement age under the plans, which is 65.
Neenah, Inc. 2020 Proxy Statement | 40
2019 Pension Benefits
The following table sets forth information as of December 31, 2019 regarding accumulated benefits to our NEOs under our
Pension Plan and Supplemental Pension Plan:
Name (1)
Plan Name
Number of Years
Credited Service
Present Value of
Accumulated Benefit ($)(2)
Bonnie C. Lind
Neenah Pension Plan
Neenah Supplemental Pension Plan
38(3)
38(3)
2,320,935
3,038,271
(1)
(2)
Messrs. O’Donnell, Racki, Duncan and Ms. Schertell do not participate in the Pension Plan or Supplemental
Pension Plan.
For a description of the assumptions applied in determining the present value of accumulated benefits reported
above, see Note 8 of Notes to Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K.
(3)
Includes years of service credited for employment with Kimberly-Clark prior to Neenah’s spin-off.
2019 Non-qualified Deferred Compensation
The Supplemental RCP is a non-qualified excess benefit
and supplemental retirement plan pursuant to which
the Company provides additional retirement benefits to
certain highly compensated employees. These Company
contributions are intended to provide contributions to those
individuals whose benefits under tax-qualified programs
are restricted by the limitations permitted by the Internal
Revenue Code. Contributions are held for each participant in
either an excess benefit or supplemental benefit unfunded
separate account. Participant accounts are credited with
earnings, gains, and losses based on the rate of return
of investment funds selected by the participant, which
the participant may elect to change in accordance with
the participant’s elections under the Supplemental RCP.
Payments can be tied to termination of employment,
including retirement, and would be paid in lump sum.
If a participant dies before receiving the full value of their
account balance, the participant’s beneficiary would receive
the remainder of the benefit in one lump sum payment.
All accounts would be distributed promptly following a
change in control, subject to a 10% reduction in a current
participant’s account and a 5% reduction in an account for
a retired participant. Ms. Lind does not participate in the
Supplemental RCP due to her participation in the Pension
Plan and Supplemental Pension Plan.
The Deferred Compensation Plan enables our executive
officers to defer a portion of annual cash compensation
(base salary and non-equity awards under our MIP). This plan
is intended to assist our executive officers in maximizing the
value of the compensation they receive from the Company
and assist in their retention.
Neenah, Inc. 2020 Proxy Statement | 41
NEO participation in the Supplemental RCP and the Deferred Compensation Plan in 2019 is as follows:
Name (1)
Fiscal Year(2)
Fiscal Year(3)
Fiscal Year
Distributions
Fiscal Year
Executive
Company
Aggregate
Contributions
Contributions
in last
in last
Earnings
in last
Aggregate
Withdrawal/
Aggregate
Balance
at Last
John P. O’Donnell
Julie A. Schertell
Byron J. Racki
Matthew L. Duncan
–
–
–
–
$67,353
$140,447
$20,448
$45,878
$11,157
$18,804
$5,438
$4,067
–
–
–
–
$1,038,209
$303,542
$101,724
$24,391
(1)
Ms. Lind does not participate in the Supplemental RCP due to her participation in the Pension Plan
and Supplemental Pension Plan.
(2)
None of our NEOs elected to defer compensation in 2019 under the Deferred Compensation Plan.
(3)
Amounts included “All Other Compensation” column of the “Summary Compensation Table” for 2019.
Potential Payments Upon Termination
We do not have employment agreements or other
individual arrangements with our NEOs that provide for
specific benefits upon a termination of employment.
In general, upon termination of employment, an executive
officer will receive compensation and benefits for which he
or she has already vested. This includes accrued but unpaid
salary, accrued and unused vacation pay, and payments and
benefits accrued under our broad-based benefit programs.
The following section describes certain payments and
benefits that would be payable to our NEOs in the event of
their involuntary termination in connection with a change in
control of Neenah or other involuntary termination
The 2017 Executive Severance Plan provides NEOs certain
severance benefits both upon termination of employment
following a change in control of Neenah and outside of a
change in control. The 2017 Executive Severance Plan also
categorize the participating executives as either “Tier 1,”
“Tier 2,” or “Tier 3” participants in order to provide varying
benefit amounts to the different executives. All NEOs are Tier
1 participants under the 2017 Executive Severance Plan.
Upon termination of an executive’s employment by Neenah
without “cause” outside of a change in control of Neenah,
such terminated NEO will be entitled to an amount equal
to one and one-half times his or her base salary. Upon
termination of an executive’s employment by Neenah without
“cause” within the two-year period following a change
in control, or by the executive for “good reason” within the
two-year period following a change in control, the 2017
Executive Severance Plan provides that such NEO will be
entitled to the sum of (i) two times the sum of his or her
annual base salary, (ii) the amount of bonus under Neenah’s
MIP that he or she has earned through the date of the change
in control, plus two times his or her targeted annual bonus,
(iii) any profit-sharing contributions or pension plan benefits
forfeited as a result of such termination, (iv) the amount of
profit-sharing contributions and pension plan benefits such
participant would have received under the qualified and
supplemental retirement plans but for his or her termination
for the two-year period following his or her termination, and
(v) the cost of medical and dental COBRA premiums for a
period of two years. In addition, such NEO will be fully vested
in his or her account under the Deferred Compensation Plan
and any awards granted under the 2004 Omnibus Plan or the
2018 Omnibus Plan. Excise tax gross up payments are not
included as a part of the 2017 Executive Severance Plan.
In addition, upon termination of an NEO’s employment by
Neenah at any time without “cause” or by the NEO for “good
reason” within the two-year period following a change in
control, the NEO will be eligible to receive reimbursement for
outplacement service costs for a period of two years for an
amount not to exceed $50,000.
Neenah, Inc. 2020 Proxy Statement | 42
The following table shows the payments that would be made to each of our NEOs under the 2017 Executive Severance Plan
in connection with a change in control termination as of December 31, 2019:
Payments
John P.
O’Donnell
Bonnie C.
Lind
Julie A.
Schertell
Byron J.
Racki
Matthew L.
Duncan
Severance(1)
$3,279,400
$1,392,000
$1,472,000
$1,131,000
$945,000
Prorated Non-Equity Incentive Payment(2) –
–
–
–
–
Unvested Restricted Stock(3)
$351,375
$88,601
$84,305
$57,612
$48,104
Unvested PSU Component I(4)
$881,009
$214,178
$205,303
$130,789
$120,224
Unvested PSU Component II(5)
$545,167
$130,571
$125,487
$77,425
$74,294
Retirement Benefit Payment(6)
$282,817
$607,662
$117,309
$72,212
$66,744
Welfare Benefit Values(7)
$37,752
$25,728
$39,384
$51,528
$51,528
Outplacement
$50,000
$50,000
$50,000
$50,000
$50,000
Aggregate Payments
$5,427,520
$2,508,740
$2,093,788
$1,570,566
$1,355,894
(1)
(2)
(3)
Severance payment equal to two times the sum of the executive’s annual base salary at the time of the termination,
plus two times the target MIP bonus.
The target Non-Equity Incentive Payment is prorated for the number of days in the calendar year prior to termination.
Since the assumed termination is December 31, 2019, the Non-Equity Incentive Payment for 2019 would have been
earned and paid to the executives and would not be payable under the 2017 Executive Severance Plan.
Total value of unvested Restricted Stock that would become vested upon a change in control assuming a share price
of $70.43 and a change in control date of December 31, 2019.
(4)
All actual and unearned Component I PSUs vest upon a change in control event.
(5)
Amounts are based on target 2018 and 2019 Component II PSU grants.
(6)
Actuarial value attributable to retirement benefits.
(7)
Estimated value associated with the continuation of medical and dental for two years post-termination.
Neenah, Inc. 2020 Proxy Statement | 43
AUDIT RELATED MATTERS
AUDIT COMMITTEE REPORT
The Audit Committee assists the Board of Directors in
fulfilling its oversight responsibilities relating to the accuracy
and integrity of Neenah’s financial reporting, including the
performance and the independence of Neenah’s independent
registered public accounting firm, Deloitte & Touche LLP
(“Deloitte”). Our Board of Directors adopted an Audit
Committee Charter, which sets forth the responsibilities
of the Audit Committee. The charter is available on our
website at www.neenah.com. The Audit Committee reviewed
and discussed with management and Deloitte our audited
financial statements for the fiscal year ended December
31, 2019. The Audit Committee also discussed with Deloitte
the matters required to be discussed under Public Company
Accounting Oversight Board (“PCAOB”) Auditing Standards
No. 1301, Communications with Audit Committees.
The Audit Committee received the written disclosures and
other communications from Deloitte that are required by the
applicable requirements of the PCAOB regarding Deloitte’s
communications with the Audit Committee, which included
independence considerations. The Audit Committee reviewed
the audit and non-audit services provided by Deloitte for
the fiscal year ended December 31, 2019 and determined
to engage Deloitte as the independent registered public
accounting firm of Neenah for the fiscal year ending
December 31, 2020.
The Audit Committee also received and reviewed a report
by Deloitte outlining communications required by NYSE
listing standards describing: (1) the firm’s internal quality
control procedures; (2) any material issue raised by a) the
most recent internal quality control review of the firm, b)
peer review of the firm, or c) any inquiry or investigation
by governmental or professional authorities, within the
preceding five years, respecting one or more independent
audits carried out by the firm, and any steps taken to deal
with issues; and (3) (to assess Deloitte’s independence) all
relationships between Deloitte and us.
In reliance upon the Audit Committee’s review of the audited
financial statements, the discussions noted above, and
Deloitte’s report, the Audit Committee recommended to the
Board of Directors, and the Board of Directors approved, that
the audited financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2019 for
filing with the SEC.
Audit Committee:
Timothy S. Lucas, Chair
•
Philip C. Moore
•
Stephen M. Wood
•
• William M. Cook
• Donna M. Costello
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES AND SERVICES
Aggregate Fees for professional services rendered for us by
Deloitte & Touche LLP, the member firms of Deloitte Touche
and Tohmatsu and their respective affiliates as of or for
the fiscal years ended December 31, 2019 and December
31, 2018 are set forth below. The aggregate fees included in
the Audit category are fees billed for the fiscal year for the
integrated audit of our annual financial statements and
review of statutory and regulatory filings. The aggregate fees
included in each of the other categories are fees billed in the
fiscal years.
Audit Fees were for professional services rendered for the
audit of our annual consolidated financial statements
including the audit of our internal control over financial
reporting and review of Quarterly Reports on Form 10-Q filed
by us with the SEC.
2018
2019
Audit Fees
$2,080,000
$1,927,000
Audit Related Fees
Tax Fees
All Other Fees
Total
–
–
–
–
–
–
$2,080,000
$1,927,000
POLICY ON AUDIT COMMITTEE PRE-APPROVAL
To avoid potential conflicts of interest in maintaining
auditor independence, the law prohibits a publicly traded
company from obtaining certain non-audit services from its
independent registered public accounting firm. The law also
requires the audit committee of a publicly traded company
to pre-approve other services provided by the independent
registered public accounting firm. Pursuant to its charter,
the Audit Committee’s policy is to pre-approve all audit and
permissible non-audit services provided by the independent
registered public accounting firm. These services may include
audit services, audit related services, tax services and
other services. In its pre-approval of non-audit services,
the Audit Committee considers, among other factors, the
possible effect of the performance of such services on the
auditor’s independence. The Audit Committee may delegate
pre-approval authority to a member of the Audit Committee.
The decisions of any Audit Committee member to whom
pre-approval authority is delegated shall be presented to the
full Audit Committee at its next scheduled meeting.
The Audit Committee pre-approved all services performed by
the independent registered public accounting firm in fiscal
2019 and fiscal 2018, including those services described in the
table above under the captions “Audit Fees”.
Neenah, Inc. 2020 Proxy Statement | 44
ELECTION OF DIRECTORS (ITEM 1)
BOARD
APPROVED
NOMINEES
The Board unanimously recommends that the stockholders vote “FOR” the proposal
to elect William M. Cook, Philip C. Moore and Julie A. Schertell as Class I directors for
a three-year term expiring at the 2023 Annual Meeting of Stockholders and until their
successors have been duly elected and qualified.
On February 5, 2020, Julie A. Schertell was unanimously
appointed by the Board to serve as a Class I director
and will stand for re-election at the Company’s 2020
Annual Meeting. The Board currently consists of nine
members divided into one class of two directors (Class III),
one class of three directors (Class II) and one class of four
directors (Class I). The directors in each class serve three-year
terms, with the terms of the Class I directors expiring at the
2020 Annual Meeting. The Board has nominated William M.
Cook, Philip C. Moore and Julie A. Schertell, each a current
Class I director, for re-election at the 2020 Annual Meeting.
If re-elected, the nominees will serve a three-year term
expiring at the 2023 Annual Meeting of Stockholders and
until his or her successor has been duly elected and qualified.
Each of the nominees has consented to serve another term
as a director if re-elected.
If any of the nominees should be unavailable to serve
for any reason (which is not anticipated), the Board may
designate a substitute nominee or nominees (in which event
the persons named on the enclosed proxy card will vote the
shares represented by all valid proxy cards for the election of
such substitute nominee or nominees), allow the vacancies
to remain open until a suitable candidate or candidates
are located, or by resolution provide for a lesser number
of directors.
If any incumbent nominee for director in an uncontested
election should fail to receive the required affirmative vote
of the holders of a majority of the shares represented and
entitled to vote at the Annual Meeting, under Delaware law
the director remains in office as a “holdover” director until
his successor is elected and qualified or until his or her earlier
resignation, retirement, disqualification, removal from office
or death. In the event of a holdover director, the Board of
Directors in its discretion may request the director to resign
from the Board. If the director resigns, the Board of Directors
may immediately fill the resulting vacancy, allow the vacancy
to remain open until a suitable candidate is located and
appointed, or adopt a resolution to decrease the authorized
number of directors.
On February 5, 2020, John P. O’Donnell delivered notice
to the Board of his intent to retire as President and Chief
Executive Officer as of May 21, 2020 and to not to stand
for re-election as Class I director at the Company’s 2020
Annual Meeting. The Board has not made any nominations
and does not currently intend to fill this Class I vacancy at
this time. Accordingly, immediately following the 2020 Annual
Meeting, the Board will consist of eight members divided into
two classes of three directors (Classes I and II) and one class
of two directors (Class III).
Set forth above is certain information as of March 27, 2020,
regarding the nominees and each director continuing in
office, including their ages, principal occupations (which
have continued for at least the past five years unless
otherwise noted), current Board experience and
participation, and how the background, experience, and
qualification of each nominee and director make them well
suited to serve on Neenah’s Board.
Neenah, Inc. 2020 Proxy Statement | 45
ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)
BOARD
APPROVED
COMPENSATION
The Board of Directors unanimously recommends that the stockholders vote
“FOR” the approval of the Company’s executive compensation.
Section 14A of the Exchange Act requires that we include in
this Proxy Statement a non-binding stockholder vote on our
executive compensation as described in this Proxy Statement
(commonly referred to as “Say-on-Pay”).
We encourage stockholders to review the “Compensation
Discussion and Analysis” (“CD&A”) section of this Proxy
Statement. Our executive compensation program has
been designed to pay-for-performance and align our
compensation programs with business strategies focused
on long-term growth and creating value for stockholders
while also paying competitively and focusing on
total compensation. The Company’s executive compensation
programs are designed to attract, motivate, and retain highly
qualified executive officers who are able to achieve corporate
objectives and create stockholder value. The Compensation
Committee believes the Company’s executive compensation
programs reflect a strong pay-for-performance philosophy
and are well aligned with the stockholders’ long-term
interests without promoting excessive risk. We feel this
design is evidenced by the following:
•
A majority of our executives’ compensation is directly
linked to our performance and the creation of
stockholder value. The overall compensation mix is
targeted to include at least 50% performance-based
compensation for the NEOs with a higher percentage
of our CEO’s compensation being performance-based.
In 2019, 74% of our CEO’s compensation was
performance-based at target levels.
• Our long-term incentive awards are exclusively in the
form of PSUs, RSUs, stock options and SARs and all of
our incentive plans have capped payouts.
•
LTCP grants are split with 70% of the total value of
the awards granted as PSUs with a three-year vesting
and a combination of one-year and three-year
performance periods, and 30% as RSUs with annual
vesting over a three-year period. For our PSUs, we use
objective performance metrics closely tied to financial
performance and stockholder value, such as maintaining
an attractive return on invested capital, revenue and
earnings per share growth, and relative total stockholder
return. In 2019, Component I of the PSU grants,
representing 75% of the total grant, were awarded at
67% of target based on performance and in accordance
with the terms of the PSU award agreements.
Component II of the PSU grants, representing 25% of
the grant, using relative total stockholder return as
the performance metric, is subject to a three-year
performance period ending on December 31, 2021.
• Our short-term incentive plan (MIP) also is based on
a pay-for-performance philosophy, with target bonus
opportunities ranging from 50% to 90% of base salary
based on improvements in corporate and business unit
profits and successful execution of strategic objectives.
In 2019, NEOs received a payment of 40.5% to 120.5% of
target as a result of performance in corporate EBITDA,
business unit EBIT and the successful execution of
strategic objectives.
•
We have meaningful stock ownership requirements for
our NEOs.
• We do not have employment agreements or other
individual arrangements with our NEOs that provide for
a specified term of employment, compensation terms,
or specific benefits upon a termination of employment.
•
•
•
•
Benefits under our 2017 Executive Severance Plan in
connection with a change in control are payable only on
a double-trigger basis (i.e., following both a change in
control and a qualifying termination of employment).
The Compensation Committee is advised by an
independent compensation consultant who keeps the
Committee apprised of developments and best practices.
The Company has a clawback policy which allows the
Company to recoup awards if payment or vesting was
based on financial criteria that are later deemed to be
materially inaccurate or if the Board concludes that such
employee engaged in improper conduct.
In 2017, the Compensation Committee amended the
Company’s executive severance plan to remove the excise
tax gross up provision.
Neenah, Inc. 2020 Proxy Statement | 46
The Board strongly endorses the Company’s executive
compensation program and recommends that stockholders
vote in favor of the following resolution:
RESOLVED, that the stockholders approve the compensation
of the Company’s named executive officers as described
in this proxy statement under “Executive Compensation”,
including the Compensation Discussion and Analysis and the
tabular and narrative disclosure contained in this
proxy statement.
Because the vote is advisory, it will not be binding upon
the Board of Directors or the Compensation Committee
and neither the Board of Directors nor the Compensation
Committee will be required to take any action as a result of
the outcome of the vote on this proposal.
The Compensation Committee will consider the
outcome of the vote when considering future executive
compensation arrangements.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)
BOARD
APPROVED
ACCOUNTING FIRM
The Board of Directors unanimously recommends that the stockholders vote
“FOR” the proposal to ratify the appointment of Deloitte & Touche, LLP as our
independent registered public accounting firm.
The Audit Committee and the Board unanimously recommend
that the stockholders vote “FOR” the proposal to ratify the
appointment of Deloitte & Touche, LLP as our independent
registered public accounting firm.
The Audit Committee of our Board of Directors, in accordance
with its charter and authority delegated to it by the Board,
has appointed the firm of Deloitte & Touche LLP to serve
as our independent registered public accounting firm for
the fiscal year ending December 31, 2020. As a matter of
good corporate practice, the Board has directed that such
appointment be submitted to our stockholders for ratification
at the 2020 Annual Meeting. Deloitte & Touche LLP has served
as our independent registered public accounting firm since
our spin-off from Kimberly-Clark Corporation in November
2004 and is considered by our Audit Committee to be
well qualified. If the stockholders do not ratify the
appointment of Deloitte & Touche LLP, the Audit Committee
will reconsider the appointment. Even if the stockholders
ratify the appointment, the Audit Committee, in its
discretion, may appoint a different independent auditor at
any time during the year if the Audit Committee determines
that such a change would be in the best interests of Neenah
and its stockholders.
Representatives of Deloitte & Touche LLP will be present at
the 2020 Annual Meeting. They will be available to respond to
appropriate questions from stockholders.
Neenah, Inc. 2020 Proxy Statement | 47
FAQ: ANNUAL MEETING AND VOTING
When and where is the Annual Meeting?
When:
Thursday, May 21, 2020, at 2:00 p.m. Eastern
Daylight Time
Where1: Company headquarters located at Preston Ridge III,
3460 Preston Ridge Road, Suite 600,
Alpharetta, GA 30005
Who is entitled to vote at the Annual Meeting?
You are entitled to vote at the Annual Meeting if you owned
our common stock, par value $0.01 per share, as of the
close of business March 27, 2020 (the “Record Date”), with
each share entitling its owner to one vote on each matter
submitted to the stockholders. On the record date, 16,790,686
shares of common stock were outstanding and eligible to be
voted at the Annual Meeting. The presence, in person or
by proxy, of the holders of a majority of the issued and
outstanding shares of our common stock is necessary to
constitute a quorum at the 2020 Annual Meeting.
How do I vote at the Annual Meeting?
You may vote in person at the Annual Meeting or by proxy.
We recommend you vote by proxy even if you plan to attend
the 2020 Annual Meeting. You can always change your vote
at the meeting. Giving us your proxy means you authorize us
to vote your shares at the 2020 Annual Meeting in the manner
you direct. If you plan to attend the meeting in person you
must provide proof of your ownership of our common stock
as of the Record Date, such as an account statement, and a
form of personal identification for admission to the meeting.
If you hold your shares in street name and you also wish
to be able to vote at the 2020 Annual Meeting, you are
required to obtain a proxy from your bank or broker,
executed in your favor.
If your shares are held in your name, you can vote by proxy
in three convenient ways:
If your shares are held in street name, the availability of
telephone and Internet voting will depend on the voting
processes of the applicable bank or brokerage firm; therefore,
it is recommended that you follow the voting instructions on
the form you receive from your bank or brokerage firm.
All properly executed proxies received by the Company in time
to be voted at the 2020 Annual Meeting and not revoked will
be voted at the 2020 Annual Meeting in accordance with the
directions noted on the proxy card. If any other matters
properly come before the 2020 Annual Meeting, the persons
named as proxies will vote upon such matters according to
their judgment.
We are also sending the Notice and voting materials to
participants in various employee benefit plans of the
Company. The trustee of each plan, as the stockholder of
record of the shares of common stock held in the plan, will
vote whole shares of stock attributable to each participant’s
interest in the plan in accordance with the directions
the participant gives or, if no directions are given by the
participant, in accordance with the directions received from
the applicable plan committees.
Can I change my vote?
Any stockholder of record delivering a proxy has the power
to revoke it at any time before it is voted at the 2020 Annual
Meeting: (i) by giving written notice to Noah S. Benz, Senior
Vice President, General Counsel and Secretary at Preston
Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta,
Georgia 30005; (ii) by submitting a proxy card bearing a
later date, including a proxy submitted via the Internet or by
telephone; or (iii) by voting in person at the 2020 Annual
Meeting. Please note, however, that any beneficial owner of
our common stock whose shares are held in street name may
(a) revoke his or her proxy and (b) attend and vote his or
her shares in person at the 2020 Annual Meeting only in
accordance with applicable rules and procedures as then may
be employed by such beneficial owner’s brokerage firm or bank.
» Via the Internet: Go to
http://www.proxyvote.com
and follow the instructions.
» By Telephone: Call toll free
1-800-690-6903 and follow
the instructions.
What Proposals am I being asked to vote on at the
2020 Annual Meeting and what is required to approve
each proposal?
You are being asked to vote on three proposals:
• Proposal 1 – the election of the three nominees as
Class I directors;
» By Mail: Request a printed copy of the proxy
materials disclosed in this Proxy Statement
and complete, sign, date and return your
proxy card in the envelope included with
your printed proxy materials.
• Proposal 2 – the approval, in a non-binding advisory vote,
of Neenah’s executive compensation; and
• Proposal 3 – the ratification of the appointment of our
independent public accounting firm.
Neenah, Inc. 2020 Proxy Statement | 48
In voting with regard to Proposal 1, you may vote in favor
of each nominee, against each nominee, or may abstain
from voting. A majority of the shares of common stock
represented and entitled to vote on Proposal 1 is required for
the election of each director, provided a quorum is present.
Abstentions will be considered in determining the number of
votes required to obtain the necessary majority vote for the
proposal, and therefore will have the same legal effect as
votes against the proposal.
In voting with regard to Proposals 2 and 3, you may vote in
favor of each proposal, against each proposal, or may abstain
from voting. The vote required to approve Proposals 2 and 3
is majority of the shares of common stock represented and
entitled to vote, provided a quorum is present. Abstentions
will be considered in determining the number of votes
required to obtain the necessary majority vote for each
proposal, and therefore will have the same legal effect as
votes against such proposal.
Neenah is not aware, as of the date hereof, of any matters
to be voted upon at the 2020 Annual Meeting other than
those stated in this Proxy Statement. If any other matters are
properly brought before the 2020 Annual Meeting, your proxy
gives discretionary authority to the persons named as proxies
to vote the shares represented thereby in their discretion.
What happens if I don’t return my proxy card or vote
my shares?
If you hold your shares directly your shares will not be voted
if you do not return your proxy card or vote in person at the
2020 Annual Meeting.
If your shares are held in the name of a bank or brokerage
firm (in “street name”) and you do not vote your shares,
your bank or brokerage firm will only be permitted to exercise
discretionary authority to vote your shares for proposals
which are considered “discretionary” proposals. We believe
that Proposal 3 is a discretionary proposal.
Brokers are prohibited from exercising discretionary
authority for beneficial owners who have not provided voting
instructions to the broker for proposals which are considered
“non-discretionary” (a “broker non-vote”). We believe
Proposals 1 and 2 are non-discretionary proposals.
As such, broker non-votes will be counted for the purpose of
determining if a quorum is present, but will not be considered
as shares entitled to vote on Proposals 1 and 2, and therefore
will have no effect on the outcome of these proposals.
What happens if I sign, date and return my proxy card but
do not specify how to vote my shares?
If a signed proxy card is received which does not specify
a vote or an abstention, then the shares represented by
that proxy card will be voted FOR the election of all Class
I director nominees described herein, FOR the approval
of the Company’s executive compensation, and FOR the
ratification of the appointment of Deloitte & Touche LLP as
our independent registered public accounting firm for the
year ending December 31, 2020.
Why haven’t I received a printed copy of the Proxy
Statement or annual report?
We are choosing to follow the SEC rules that allow
companies to furnish proxy materials to stockholders via
the Internet. If you received a Notice of Internet Availability
of Proxy Materials, or “Notice,” by mail, you will not receive
a printed copy of the proxy materials, unless you specifically
request one. The Notice instructs you on how to access and
review all of the important information contained in the proxy
statement and annual report as well as how to submit your
proxy over the Internet. If you received the Notice and would
still like to receive a printed copy of our proxy materials, you
should follow the instructions for requesting these materials
included in the Notice. We plan to mail the Notice to
stockholders by April 9, 2020.
Who pays for the cost of this proxy solicitation?
We will bear the cost of preparing, printing and filing the
Proxy Statement and related proxy materials. In addition to
soliciting proxies through the mail, we may solicit proxies
through our directors, officers, and employees, in person
and by telephone or email and facsimile. We expect to
retain Okapi Partners LLC to aid in the solicitation at a
cost of approximately $9,000, plus reimbursement of
out-of-pocket expenses. Brokerage firms, nominees,
custodians, and fiduciaries also may be requested to
forward proxy materials to the beneficial owners of shares
held of record by them. We will pay all expenses incurred in
connection with the solicitation of proxies.
When will voting results be made available?
We will announce the final results on our website at
www.neenah.com shortly after the 2020 Annual Meeting
and on Form 8-K immediately following the meeting.
1We intend to hold our annual meeting in person. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to
vote your shares prior to the annual meeting. However, we are actively monitoring the coronavirus (COVID-19) and are sensitive to the public health and travel concerns our stockholders may
have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative
arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations webpage
at www.neenah.com for updated information.
Neenah, Inc. 2020 Proxy Statement | 49
BENEFICIAL OWNERSHIP
Directors and Executive Officers
The following table sets forth information regarding the
beneficial ownership of our common stock as of March 27,
2020 with respect to: (i) each of our directors; (ii) each of the
NEOs appearing elsewhere herein; and (iii) all executive
officers and directors as a group, based in each case on
information furnished to us by such persons. As used in
this Proxy Statement, “beneficial ownership” means that a
person has, as of March 27, 2020, or may have within 60 days
thereafter, the sole or shared power to vote or direct the
voting of a security and/or the sole or shared investment
power to dispose of or direct the disposition of a security.
Name
Shares Beneficially Owned (1)
Percent of Class(2)
William M. Cook
Donna M. Costello
Margaret S. Dano
Matthew L. Duncan
Ronald J. Lane
Bonnie C. Lind
Timothy S. Lucas
Philip C. Moore
John P. O’Donnell
Byron J. Racki
Julie A. Schertell
Tony R. Thene
Stephen M. Wood
5,765(3)
–(4)
4,174(5)
1,543(6)
–(7)
19,697(8)
19,824(9)
21,904(10)
52,464(11)
5,144(12)
6,917(13)
1,676(14)
21,483(15)
*
*
*
*
*
*
*
*
*
*
*
*
*
All directors and executive officers as a group (16 persons)
175,977(16)
1.0
Neenah, Inc. 2020 Proxy Statement | 50
(1)
(2)
(3)
(4)
(5)
(6)
Except as otherwise noted, the directors and
executive officers, and all directors and executive
officers as a group, have sole voting power and sole
investment power over the shares listed. Shares of
common stock held by the trustee of Neenah’s 401(k)
Retirement Plan for the benefit of, and which are
attributable to our executive officers, are included in
the table.
An asterisk indicates that the percentage of common
stock beneficially owned by the named individual
does not exceed 1% of the total outstanding shares of
our common stock.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020.
Ms. Costello was appointed to the Board of Directors
on November 1, 2019.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020.
This total does not include 8,162 Stock Appreciation
Rights. On January 14, 2020, Mr. Duncan announced
his resignation as Senior Vice President, Chief Human
Resources effective as of February 1, 2020.
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(7)
Mr. Lane joined the Company on July 24, 2019.
(8)
This total does not include 14,627 Stock
Appreciation Rights.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020. This total
does not include 1,430 Stock Appreciation Rights.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020.
This total does not include 98,199 Stock Appreciation
Rights. Mr. O’Donnell will retire as President and
Chief Executive Officer and is not standing for
re-election as director at the 2020 Annual Meeting.
This total does not include 11,433 Stock
Appreciation Rights.
This total does not include 36,917 Stock
Appreciation Rights.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020.
Includes 1,676 shares of common stock issuable upon
conversion of restricted stock units that are vested or
will vest within 60 days of March 27, 2020.
On July 1, 2014 the Company converted all
outstanding Stock Options to Stock Appreciation
Rights which are not included in the calculation of
beneficial ownership. Stock Appreciation Rights are
disclosed in detail under the “Outstanding Equity
Awards at 2019 Fiscal Year-End” section of this
Proxy Statement.
Neenah, Inc. 2020 Proxy Statement | 51
Third Parties
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2019
for each person known to us to be the beneficial owner of more than 5% of our outstanding common stock.
Name and Address of Beneficial Owner
Shares Beneficially Owned (1)
Percent of Class(2)
Common Stock Beneficially Owned
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
Wells Fargo & Company
420 Montgomery St.
San Francisco, CA 94163
2,562,158(1)
15.2%
1,445,226(2)
8.59%
Macquarie Investment Management Holdings, Inc
1,143,168(3)
6.80%
2005 Market Street
Philadelphia, PA 19103(4)
The Vanguard Group
100 Vanguard Blvd.
Malverne, PA 19355
1,093,427(5)
6.50%
Wellington Management Group LLP
1,093,610(6)
6.50%
280 Congress Street
Boston, MA 02210
(1)
(2)
The amount shown and the following information is
derived from the Schedule 13G filed by Blackrock, Inc.
on February 4, 2020, reporting beneficial ownership
as of December 31, 2019. Of the 2,562,158 shares
reported, Blackrock, Inc. reported sole dispositive
power over all 2,562,158 shares and sole voting power
over 2,526,760 shares.
The amount shown and the following information is
derived from the Schedule 13G filed by Wells Fargo &
Company, on behalf of itself and certain subsidiaries
named therein, on January 24, 2020, reporting
beneficial ownership as of December 31, 2019. Of the
1,445,226 shares reported by Wells Fargo & Company,
the filing reported Wells Fargo & Company has sole
dispositive and voting power over 23,111 of the shares,
shared voting power with respect to 226,750 shares,
and shared dispositive power with respect to
1,422,115 shares. Of the 1,384,269 shares reported by
Wells Capital Management Incorporated, the filing
reported Wells Capital Management Incorporated
has shared voting power with respect to 1,310,483
of the shares and has shared dispositive power with
respect to all 1,384,269 shares. Of the 1,109,779
shares reported by Wells Fargo Funds Management,
LLC, the filing reported Wells Fargo Funds
Management, LLC has shared voting power with
respect to 1,107,865 of the shares and has shared
dispositive power with respect to all 1,109,779 shares.
(3)
The amount shown and the following information
is derived from the Schedule 13G filed by Macquarie
Investment Management Holdings, Inc., on behalf
Neenah, Inc. 2020 Proxy Statement | 52
(5)
(6)
of itself and certain subsidiaries named therein,
on February 12, 2020, reporting beneficial ownership
as of December 31, 2019. The filing reported 1,143,168
shares are deemed beneficially owned by Macquarie
Investment Management Holdings, Inc. and 1,144,798
shares deemed beneficially owned by Macquarie
Group Limited and Macquarie Bank Limited as a
result of these companies’ direct or indirect
ownership of Macquarie Bank Limited, Macquarie
Investment Management Holdings Inc., and
Macquarie Investment Management Business Trust.
The filing reported neither Macquarie Group Limited
nor Macquarie Bank Limited have any voting or
dispositive power, either sole or shared, with respect
to any of the 1,144,798 shares. Of the 1,143,168 shares
reported by Macquarie Investment Management
Holdings, Inc., and Macquarie Investment
Management Business Trust, the filing reported
Macquarie Investment Management Holdings, Inc.,
and Macquarie Investment Management Business
Trust have sole voting and dispositive power over
1,139,724 of the shares. Of the 1,630 shares reported
by Macquarie Investment Management Austria
Kapitalanlage AG, the filing reported Macquarie
Investment Management Austria Kapitalanlage AG
has sole voting and dispositive power with respect to
all 1,630 shares.
(4)
The principal business address of Macquarie
Investment Management Holdings Inc., and
Macquarie Investment Management Business Trust
was reported as 2005 Market Street, Philadelphia,
PA 19103. The principal business address of Macquarie
Investment Management Austria Kapitalanlage AG
was reported as L3, Kaerntner Strasse, Vienna
C4 1010.
The amount shown and the following information is
derived from the Schedule 13G filed by The Vanguard
Group on February 10, 2020, reporting beneficial
ownership as of December 31, 2019. Of the 1,093,427
shares reported, The Vanguard Group reported sole
dispositive power over 1,060,025 of the shares, shared
voting power with respect to 3,500 shares, shared
dispositive power with respect to 33,402 shares, and
sole voting power over 31,717 shares.
The amount shown and the following information
is derived from the Schedule 13G filed by Wellington
Management Group LLP, on behalf of itself and
certain subsidiaries named therein, on January 27,
2020, reporting beneficial ownership as of December
31, 2019. Of the 1,093,610 shares reported by
Wellington Management Group LLP, the filing
reported Wellington Management Group LLP has
shared voting power with respect to 988,814 shares
and shared dispositive power with respect to all
1,093,610 shares. Of the 1,093,610 shares shown
reported by Wellington Group Holdings LLP, the
filing reported Wellington Group Holdings LLP has
shared voting power with respect to 988,814 shares
and shared dispositive power with respect to all
1,093,610 shares. Of the 1,093,610 shares shown
reported by Wellington Investment Advisors
Holdings LLP, the filing reported Wellington
Investment Advisors Holdings LLP has shared voting
power with respect to 988,814 shares and shared
dispositive power with respect to all 1,093,610 shares.
Of the 1,084,270 shares reported by Wellington
Management Company LLP, the filing reported
Wellington Management Company LLP has shared
voting power with respect to 979,474 shares and
shared dispositive power with respect to all
1,084,270 shares.
Neenah, Inc. 2020 Proxy Statement | 53
HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY
OF PROXY MATERIALS
The SEC’s proxy rules permit companies and intermediaries,
such as brokers and banks, to satisfy delivery requirements
for Notices, and if applicable, the proxy statements and
annual reports, with respect to two or more stockholders
sharing the same address by delivering a single Notice to
those stockholders. This method of delivery, often referred
to as householding, should reduce the amount of duplicate
information that stockholders receive and lower printing
and mailing costs for companies. Neenah and certain
intermediaries are householding Notices, and if applicable,
proxy statements and annual reports, for stockholders of
record in connection with its 2020 Annual Meeting.
This means that:
• Only one Notice, if applicable, Proxy Statement and
Annual Report on Form 10-K for the 2020 Annual Meeting,
will be delivered to multiple stockholders sharing an
address unless you notify your broker or bank to
the contrary;
•
•
You can contact Neenah by calling 678-566-6500 or
by writing to INVESTOR RELATIONS, Neenah, Inc., at
3460 Preston Ridge Road, Preston Ridge III, Suite 600,
Alpharetta, Georgia 30005 to request a separate copy
of the Notice, and if applicable, Proxy Statement and
Annual Report on Form 10-K for the 2020 Annual Meeting
and for future meetings or, if you are currently receiving
multiple copies, to receive only a single copy in the future
or you can contact your bank or broker to make a similar
request; and
You can request delivery of a single copy of the Notice,
and if applicable, Proxy Statement and Annual Report on
Form 10-K for the 2020 Annual Meeting, from your bank or
broker if you share the same address as another Neenah
stockholder and your bank or broker has determined to
household proxy materials.
STOCKHOLDERS’ PROPOSALS FOR 2021 ANNUAL MEETING
Proposals of stockholders, excluding nominations for the
Board, intended to be presented at the 2021 Annual Meeting
should be submitted by certified mail, return receipt
requested, and must be received by us at our executive offices
in Alpharetta, Georgia, on or before December 10, 2020, the
date that is 120 calendar days prior to the first anniversary of
the date that this Proxy Statement is released to stockholders,
to be eligible for inclusion in our Proxy Statement and form of
proxy relating to that meeting and to be introduced for action
at the 2021 Annual Meeting. In the event that the date of the
2021 Annual Meeting is changed more than thirty days from
the date of this year’s meeting, notice by stockholders should
be received no later than (i) the close of business on the later
of the 150th calendar day prior to the 2021 meeting, or (ii) the
10th calendar day on which public announcement of the date
of such meeting is first made.
Any stockholder proposal must be in writing and must comply
with Rule 14a - under the Exchange Act and must set forth
(i) a description of the business desired to be brought before
the meeting and the reasons for conducting the business at
the meeting; (ii) the name and address, as they appear on
our books, of the stockholder submitting the proposal; (iii)
the class and number of shares that are beneficially owned
by such stockholder; (iv) the dates on which the stockholder
acquired the shares; (v) documentary support for any claim
of beneficial ownership as required by Rule 14a-8; (vi) any
material interest of the stockholder in the proposal; (vii) a
statement in support of the proposal; and (viii) any other
information required by the rules and regulations of the SEC.
Stockholder nominations for the Board must comply with
the procedures set forth above under “Corporate
Governance—Nomination of Directors.”
The failure of a stockholder to deliver a proposal in
accordance with the requirements of the preceding
paragraphs may result in it being excluded from our Proxy
Statement and ineligible for consideration at the 2021
Annual Meeting. Further, the submission of a proposal
in accordance with the requirements of the preceding
paragraph does not guarantee that we will include it in our
Proxy Statement or that it will be eligible for consideration
at the 2021 Annual Meeting. We strongly encourage any
stockholder interested in submitting a proposal to contact
our Corporate Secretary in advance of the submission
deadline to discuss the proposal.
Neenah, Inc. 2020 Proxy Statement | 54
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act and rules and regulations
of the SEC thereunder require our directors, officers, and
persons who beneficially own more than 10% of our common
stock, as well as certain affiliates of such persons, to file
initial reports of their ownership of our common stock and
subsequent reports of changes in such ownership with
the SEC. Directors, officers, and persons owning more than
10% of our common stock are required by SEC rules and
regulations to furnish us with copies of all Section 16(a)
reports they file. Based solely on our review of the copies
of such reports received by us and on information provided
by the reporting persons, we believe that during 2019, our
directors, officers, and owners of more than 10% of our
common stock complied with all applicable
filing requirements.
OTHER MATTERS THAT MAY COME BEFORE THE
ANNUAL MEETING
Our Board knows of no matters other than those referred to in
the accompanying Notice of Annual Meeting of Stockholders
which may properly come before the Annual Meeting.
However, if any other matter should be properly presented
for consideration and vote at the Annual Meeting or any
adjournment(s) thereof, it is the intention of the persons
named as proxies on the enclosed form of proxy card to vote
the shares represented by all valid proxy cards in accordance
with their judgment of what is in the best interest of Neenah
and its stockholders.
Neenah, Inc. 2020 Proxy Statement | 55
Neenah, Inc. 2020 Proxy Statement | 56
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
FORM 10-K
_______________________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒
For the fiscal year ended December 31, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-32240
F
o
r
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1
0
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K
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
20-1308307
(I.R.S. Employer Identification No.)
3460 Preston Ridge Road
Alpharetta
Georgia
(Address of Principal Executive Offices)
30005
(Zip Code)
Registrant's telephone number, including area code: (678) 566-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock — $0.01 Par Value
NP
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required
to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
"large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☒
☐
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 Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates on June 30, 2019 (based on the closing stock price on the New York Stock
Exchange) on such date was approximately $955,454,000.
As of February 18, 2020, there were 16,848,000 shares of the Company's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the definitive proxy statement for the Company's Annual Meeting of Stockholders to be held on May 21, 2020 is incorporated by reference
into Part III hereof.
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors and Executive Officers of the Registrant
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedule
Form 10-K Summary
Page
1
12
21
22
23
24
25
26
30
44
46
46
46
47
48
49
49
50
50
51
54
55
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Item 16.
Signatures
PART I
In this report, unless the context requires otherwise, references to "we," "us," "our," "Neenah" or the "Company" are
intended to mean Neenah, Inc., its consolidated subsidiaries and predecessor companies.
Item 1. Business
Overview
Neenah is a specialty materials company organized into two primary businesses: a performance-based technical products
business and a premium fine paper and packaging business.
Our technical products business is a leading international producer of transportation, water and other filter media and
durable, saturated and coated substrates for a variety of end markets. We focus on categories where we believe we are, or
can be, a market leader. These categories include filtration media for transportation, water and other end use applications,
backings for specialty tapes and abrasives, performance labels, digital image transfer papers, and other custom engineered
materials. Our products are typically used in high performance applications where our customers require specific standards
and qualifications. Our dedicated technical products manufacturing facilities are located in Weidach and Bruckmühl,
Germany, Eerbeek, Netherlands, Bolton, England, Munising, Michigan, and Pittsfield, Massachusetts.
Our fine paper and packaging business is a leading supplier of premium printing, packaging, and other high-end specialty
papers predominantly in North America. Our products include some of the most recognized and preferred brands in North
America, where we enjoy leading market positions in many of our product categories. Often these papers are characterized
by distinctive finishing, colors, textures and coating. We sell our products primarily to authorized paper distributors, as well
as through converters, major national retailers and specialty businesses. Our dedicated fine paper and packaging
manufacturing facilities are located in Whiting and Neenah, Wisconsin, and Great Barrington, Massachusetts.
In addition, certain products of both businesses are manufactured in shared facilities located in Brownville and Lowville,
New York, Appleton, Wisconsin, and Quakertown, Pennsylvania. For a description of our facilities, see Item 2,
"Properties."
History of the Businesses
Neenah was incorporated in April 2004 in contemplation of the spin-off by Kimberly-Clark Corporation ("Kimberly-
Clark") of its technical products and fine paper businesses in the United States and its Canadian pulp business (collectively,
the "Pulp and Paper Business"). We had no material assets or activities until Kimberly-Clark's transfer to us of the Pulp and
Paper business on November 30, 2004. On that date, Kimberly-Clark completed the distribution of all of the shares of our
common stock to the stockholders of Kimberly-Clark.
Former Pulp Operations. Our former pulp operations consisted of mills located in Terrace Bay, Ontario and Pictou, Nova
Scotia and approximately 975,000 acres of related woodlands. We disposed of these mills and woodlands in a series of
transactions from 2006 through 2010.
Technical Products. The Munising, Michigan mill was purchased by Kimberly-Clark in 1952. Subsequent to the purchase,
the mill was converted to produce durable, saturated and coated papers for sale and use in a variety of industrial
applications for our technical products business.
In October 2006, we purchased the outstanding interests of FiberMark Services GmbH & Co. KG and the outstanding
interests of FiberMark Beteiligungs GmbH (collectively "Neenah Germany"). At acquisition, the Neenah Germany assets
consisted of three mills located in Weidach, Bruckmühl and Lahnstein, Germany. These mills produce a wide range of
products, including transportation filter media, nonwoven wall coverings, masking and other tapes, abrasive backings, and
specialized printing and coating substrates. In October 2015, we sold the Lahnstein mill to the Kajo Neukirchen Group.
The Lahnstein mill had been manufacturing nonwoven wallcoverings and various other specialty papers.
In July 2014, we purchased all of the outstanding equity of Crane Technical Materials, Inc. from Crane & Co., Inc. The
acquired business provides performance-oriented wet laid nonwoven media for water filtration end markets as well as
environmental, energy and industrial uses. The business has two manufacturing facilities in Pittsfield, Massachusetts.
1
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In November 2017, we purchased all of the outstanding equity of Neenah Coldenhove B.V. ("Neenah Coldenhove"). The
acquired business is a specialty materials manufacturer with a leading position in digital transfer media and other technical
products. The business has one manufacturing facility in Eerbeek, Netherlands. See Note 4 of Notes to Consolidated
Financial Statements, "Acquisitions."
Fine Paper and Packaging. The fine paper and packaging business was incorporated in 1885 as Neenah Paper Company,
which initially operated a single paper mill in Neenah, Wisconsin. Kimberly-Clark acquired the mill in 1956. In 1981,
Kimberly-Clark purchased an additional mill located in Whiting, Wisconsin and in the late 1980s and early 1990s, the
capacity of the fine paper and packaging business was expanded by building two new paper machines at the Whiting mill
and completing a major expansion of the Neenah facility with the installation of a new paper machine, finishing center,
customer service center and an expanded distribution center.
In the first of the series of consolidating acquisitions, in March 2007, we acquired the assets and brands of Neenah Paper
FR, LLC ("Fox River") (including our mill located in Appleton, Wisconsin). In January 2012, we purchased certain
premium fine paper brands and other assets from Wausau Paper Mills, LLC, a subsidiary of Wausau Paper Corp.
("Wausau") and in January 2013, we purchased certain premium business paper brands from the Southworth Company
("Southworth").
In August 2017, we purchased a laminating asset in Great Barrington, Massachusetts to support continued growth in our
premium packaging business.
Shared Facilities. In August 2015, we purchased all of the outstanding equity of ASP FiberMark, LLC ("FiberMark"). We
added specialty coating and finishing capabilities with this acquisition, particularly in luxury packaging and technical
products. The results of operations and assets related to FiberMark are reflected in each of our business segments. These
mills are located in Brownville and Lowville, New York, Quakertown, Pennsylvania and Bolton, England. On December
31, 2018, the Company completed the sale of certain equipment, inventory, real property and other specified assets relating
to the Company’s premium fine paper and office products manufacturing facility located in Brattleboro, Vermont. See Note
13 of Notes to Consolidated Financial Statements, "Sale of Brattleboro Mill and Impairment Loss."
One of the two fine paper machines of the Fox River acquisition located in Appleton, Wisconsin (noted above) was
converted to produce filtration products. This business, Neenah Filtration Appleton, began operations in 2017 and produces
transportation filtration media.
Business Strategy
Our mission is to create value by improving the image and performance of everything we touch. We expect to create value
by growing in specialized niche markets that value performance or image and where we have competitive advantages. In
managing our businesses, we believe that achieving and maintaining a leadership position in our markets, responding
effectively to customer needs and competitive challenges, employing capital optimally, controlling costs, and managing
risks are important to our long-term success. Strategies to deliver value include:
Enhance our leading positions in high value core categories — We will increase our participation in niche markets that can
provide us with leading positions and value our core competencies in performance-based fiber and non-woven media
production, coating and saturating. Key markets include transportation filtration, specialty backings and technical products,
and premium fine paper and packaging.
Increasing our size, growth rate and portfolio diversification — We will invest and focus resources in higher growth
specialty markets such as filtration, digital image transfer, and premium packaging, to grow with customers in new
products and geographies and to enter into adjacent markets that are growing and profitable. We will do this both through
organic initiatives that build on our technologies and capabilities, and through acquisitions that fit with our competencies
and provide attractive financial returns.
Delivering consistent, attractive returns to our shareholders — We will continue to use Return on Invested Capital
("ROIC") as a key metric to evaluate investment decisions and measure our performance, and will also maintain a prudent
capital structure and deploy cash flows in ways that can provide value, including direct cash returns to shareholders
through a meaningful dividend.
2
Products
Technical Products. Our technical products business is a leading international producer of fiber-formed, durable, coated
and/or saturated specialized media that delivers high performance benefits to customers, such as filtration media for
transportation, water and other filtration markets, and saturated and coated performance materials used for specialty tapes,
abrasives, performance labels, digital image transfer, and a variety of other end markets. Typically, our technical products
are sold to other manufacturers as key components for their finished products. Many of our key market segments served,
including filtration and specialty backings for tape and abrasives, are global in scope. JET-PRO®SofStretchTM,
KIMDURA®, PREVAILTM, NEENAH®, and GESSNER® are some of the brands of our technical products business.
The following is a description of certain key products and markets:
Filtration media for transportation, including induction air, fuel, oil and cabin air applications. Transportation filtration
media are sold to filter manufacturers who in turn supply automotive and other companies with filters used as original
equipment on new cars and trucks as well as to the aftermarket, which is a recurring sale and represents the large majority
of our sales.
Filtration media for water and other industrial end markets. Primary applications include reverse osmosis, catalytic
conversion, nanofiltration, ultrafiltration, pervaporation and vapor permeation, as well as other applications for specialty
markets.
Specialty backings, including (a) saturated and unsaturated crepe and flat paper tapes sold to manufacturers to produce
finished pressure sensitive products for sale in automotive, transportation, manufacturing, building construction, and
industrial general purpose applications, including sales in the consumer do-it-yourself retail channel and (b) coated
lightweight abrasive paper used in the automotive, construction, metal and woodworking industries for both dry and wet
sanding applications.
Digital image transfer media used to transfer digital images onto clothing, sportswear, and other materials. A fiber-based
sheet undergoes various coatings to impart required performance. Digital transfer papers are also used to digitally print
images from paper to clothing, hats, coffee mugs, and other surfaces.
Label and tag products made from both saturated base label stock and synthetic base label stock, with coatings applied to
allow for high quality digital printing. Label and tag stock is sold to pressure sensitive coaters, who in turn sell the coated
label and tag stock to the label printing community.
Other latex saturated and coated papers for use by a wide variety of manufacturers. Premask paper is used as a protective
over wrap for products during the manufacturing process and for applying signs, labeling and other finished products.
Medical packaging paper is typically a polymer impregnated base sheet that provides a breathable sterilization barrier that
provides unique properties.
Publishing and security papers used to produce book covers, stationery, and passports. Other specialty products include
clean room papers, release papers and furniture backers.
Fine Paper and Packaging. Our fine paper and packaging business manufactures and sells world-class branded premium
writing, text, cover and specialty papers and envelopes used in high-end commercial printing services, corporate identity
packages, and advertising collateral. In addition, we produce premium packaging, high end beverage labels and other forms
of packaging, as well as wide format applications used for display graphics and indoor/outdoor signage. Often these papers
are characterized by finishing, colors, textures, and distinctive coating.
The following is a description of certain key products and markets:
Commercial printing papers, including premium writing, text and cover papers and envelopes. Uses include advertising
collateral, stationery, corporate identity packages and brochures, pocket folders, annual reports, advertising inserts, direct
mail, business cards, scrapbooks, and a variety of other uses where colors, texture, coating, unique finishes or heavier
weight papers are desired. Our market leading brands in this category include CLASSIC®, CLASSIC CREST®,
ENVIRONMENT®, ROYAL SUNDANCE®, SOUTHWORTH®, and TOUCHE® trademarks. Our fine paper and
packaging business has an exclusive agreement to market and distribute Gruppo Cordenons SpA's SO...SILK®, PLIKE®
and STARDREAM® branded fine papers in the U.S. and Canada. The fine paper and packaging business also sells private
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watermarked paper and other specialty writing, text, and cover papers. Additionally, the fine paper and packaging business
provides leading solutions in the wide format arena, led by its Neenah Wide Format® and CONVERD® brands.
Bright papers used in applications such as direct mail, advertising inserts, scrapbooks and marketing collateral. Our brands
in this category include ASTROBRIGHTS®. Additionally, business papers for professionals and small businesses are sold
under our Southworth® brand through major retailers.
Consumer products, such as bright papers, cardstock, stationary paper and envelopes are sold to national retailers like
Staples, Office Depot, Walmart and Amazon. Our brands in this category include ASTROBRIGHTS®, SOUTHWORTH®,
and Neenah® Bright White.
Premium packaging products used for wine, spirits and beer labels, folding cartons, box wrap, bags, hang tags, and stored
value cards servicing high-end retail, cosmetics, spirits, and electronics end-use markets. Our market leading brands in
these categories include NEENAH® Folding Board, ESTATE LABEL®, Neenah® Box Wrap, and IMAGEMAX® Paper
Card.
The fine paper and packaging business also produces and sells other specialty papers such as translucent papers, art papers,
papers for optical scanning and other specialized applications.
Markets and Customers
Technical Products. The technical products business sells its products globally to other manufacturers who convert our
product for sale into product categories generally used as base materials in the following applications: filtration, component
backing materials for manufactured products such as tape and abrasives, and other specialized product uses such as
graphics and identification.
Our products are generally used in markets that are directly affected by economic business cycles. Certain market segments
such as image transfer papers used in small/home office and consumer applications are relatively stable. Most products are
performance-based and require extended qualification by customers; however, certain categories may also be subject to
price competition and the substitution of lower cost substrates for some less demanding applications.
The technical products business relies on a team of direct sales representatives and customer service representatives to
market and sell a large majority of its sales volume directly to customers and converters.
The technical products business has more than 1,000 customers worldwide. The distribution of sales in 2019 was
approximately 44 percent in North America, 38 percent in Europe, and 18 percent in Asia and Latin America. Customers
typically convert and transform base papers and film into finished rolls and sheets by adding adhesives, coatings, and
finishes. These transformed products are then sold to end-users.
Fine Paper and Packaging. We believe our fine paper and packaging business is a leading supplier of premium printing,
packaging, and other high-end specialty papers predominantly in North America. These products are used in high-end
commercial printing services, corporate identity packages, and advertising collateral. Our premium packaging business
includes products such as food and beverage labels and high-end packaging materials such as folding cartons and box wrap
used for luxury retail goods. In addition, we produce wide format applications used for display graphics and indoor/outdoor
signage. Bright papers are generally used by consumers for flyers, direct mail and packaging.
The fine paper and packaging business has over 450 customers worldwide. The fine paper and packaging business sells its
products in a variety of channels including authorized paper distributors, converters, major national retailers, specialty
business converters, and direct to end users. Sales to distributors account for approximately 50 percent of net sales in the
fine paper and packaging business. During 2019, approximately 11 percent of the net sales of our fine paper and packaging
business were exported to markets outside the United States.
Concentration. For the year ended December 31, 2019, sales to the technical products business' largest customer
represented approximately 8 percent of consolidated net sales, and approximately 14 percent of net sales for the technical
products segment. For the years ended December 31, 2018, and 2017, there were no customers sales to which constituted
over 10 percent of segment net sales for technical products. For the fine paper and packaging business, for year ended
December 31, 2019, sales to the largest customer represented approximately 8 percent of consolidated net sales, and
approximately 18 percent of net sales of the fine paper and packaging segment. For the year ended December 31, 2018,
sales to the two largest customers of the fine paper and packaging business represented approximately 7 percent and 5
4
percent, respectively, of consolidated net sales and approximately 16 percent and 12 percent, respectively, of net sales of
the fine paper and packaging segment. For the year ended December 31, 2017, sales to the two largest customers of the fine
paper and packaging each represented approximately 7 percent of consolidated net sales and approximately 15 percent of
net sales of the fine paper and packaging segment. We practice limited sales distribution to improve our ability to control
the marketing of our products. Although a complete loss of these customers would cause a temporary decline in the
respective business's sales volume, the decline could be partially offset by expanding sales to existing customers, and
further offset over a several month period with the addition of new customers.
Competition
Technical Products. Our technical products business competes in global markets with a number of large multinational
competitors, including Ahlstrom-Munksjö, ArjoWiggins SAS and Hollingsworth & Vose Company. It also competes in
some, but not all, of these segments with smaller regional manufacturers, such as Monadnock Paper Mills, Inc. and
Potsdam Specialty Paper, Inc. We believe the bases of competition in most of these categories are the ability to design and
develop customized product features to meet customer performance specifications while maintaining quality, customer
service and a competitive price. We believe our research and development program gives us an advantage in customizing
base papers and developing advanced filter media to meet customer needs.
Fine Paper and Packaging. Our fine paper and packaging business is a leading supplier of premium printing and other
high-end specialty papers in North America. Our fine paper and packaging business also competes in the premium segment
of the uncoated free sheet market. The fine paper and packaging business competes directly in North America with
Mohawk Fine Paper Inc. We believe the primary bases of competition for premium fine papers are product quality,
customer service, product availability, promotional support, variety of colors and textures, and brand recognition. Price also
can be a factor particularly for lower quality printing needs that may compete with opaque and offset papers. We have and
will continue to invest in advertising and other programs aimed at graphic designers, printers and corporate end-users in
order to maintain a high level of brand awareness as well as communicate the advantages of using our products.
Our premium packaging business is focused on high-end packaging needs in end market verticals like beauty products,
spirits and retail. Primary bases of competition are similarly product quality, customer service, product availability, a
variety of colors and textures, and brand recognition. Premium packaging is primarily a North American business, but we
also sell to customers in Asia and other markets outside the U.S. We believe the premium packaging market to be highly
fragmented, with multiple competitors, many of which produce premium packaging products as a small subset of larger
packaging operations.
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5
TheÄfollowingÄgraphsÄpresentÄfurtherÄinformationÄaboutÄnetÄsalesÄbyÄbusiness,ÄgeographicÄareaÄandÄproductÄlineÄ(dollarsÄin
millions):
Net Sales by Business
$938.5
$396.9
$1,034.9
$5.9
$445.8
$979.9
$6.0
$455.3
$541.6
$583.2
$518.6
2019
2018
2017
NetÄSalesÄbyÄGeographicÄRegion
(inÄMillions)
)
s
n
o
i
l
l
i
M
(
$
1,200
1,000
800
600
400
200
0
$74.0
$216.5
$20.7
$210.3
$69.2
$196.3
$673.0
$744.4
$748.9
2019
2018
2017
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Technical
Products
Fine Paper &
Packaging
Other
United States
Germany
Rest of Europe
2019ÄNetÄSalesÄbyÄProductÄLine
Technical Products
Fine Paper & Packaging
Specialty: 34%
Graphic
Imaging: 79%
Backings:
24%
Filtration:
42%
Packaging:
21%
NetÄsalesÄareÄattributedÄtoÄgeographicÄareasÄbasedÄonÄtheÄphysicalÄlocationÄofÄtheÄNeenahÄsellingÄentity.ÄSeeÄNoteÄ14Äof
NotesÄtoÄConsolidatedÄFinancialÄStatements,Ä"BusinessÄSegmentÄandÄGeographicÄInformation",ÄforÄinformationÄwith
respectÄtoÄnetÄsales,ÄoperatingÄincomeÄandÄlong-livedÄassetsÄbyÄbusinessÄsegmentÄandÄlocation.
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BacklogÄandÄSeasonality
TechnicalÄProducts.ÄÄÄÄInÄgeneral,ÄsalesÄandÄoperatingÄincomeÄforÄtheÄtechnicalÄproductsÄbusinessÄhaveÄbeenÄrelatively
strongerÄinÄtheÄfirstÄhalfÄofÄtheÄyearÄwithÄreductionsÄinÄtheÄthirdÄquarterÄdueÄtoÄreducedÄcustomerÄconvertingÄschedulesÄand
inÄtheÄfourthÄquarterÄdueÄtoÄaÄreductionÄinÄyear-endÄinventoryÄlevelsÄbyÄourÄcustomers.ÄTheÄorderÄflowÄforÄtheÄtechnical
productsÄbusinessÄisÄsubjectÄtoÄseasonalÄpeaksÄforÄseveralÄofÄitsÄproducts,ÄsuchÄasÄtheÄlargerÄvolumeÄgradesÄofÄspecialtyÄtape,
abrasives,Äpremask,ÄandÄlabelÄstockÄusedÄprimarilyÄinÄtheÄdownstreamÄfinishedÄgoodsÄmanufacturingÄprocess.ÄToÄassure
timelyÄshipmentsÄduringÄtheseÄseasonalÄpeaks,ÄtheÄtechnicalÄproductsÄbusinessÄprovidesÄcertainÄcustomersÄwithÄfinished
goodsÄinventoryÄonÄconsignment.ÄTheÄtechnicalÄproductsÄbusinessÄperiodicallyÄexperiencesÄperiodsÄwhereÄorderÄentryÄlevels
surge,ÄandÄorderÄbacklogsÄcanÄincreaseÄsubstantially.ÄRawÄmaterialsÄareÄpurchasedÄandÄmanufacturingÄschedulesÄareÄplanned
basedÄonÄcustomerÄforecasts,ÄcurrentÄmarketÄconditionsÄandÄindividualÄordersÄforÄcustomÄproducts.ÄTheÄorderÄbacklogÄinÄthe
technicalÄproductsÄbusinessÄonÄDecemberÄ31,Ä2019ÄwasÄapproximatelyÄ$118.8ÄmillionÄandÄrepresentedÄapproximately
22ÄpercentÄofÄcurrentÄyearÄsales.ÄTheÄorderÄbacklogÄinÄtheÄtechnicalÄproductsÄbusinessÄonÄDecemberÄ31,Ä2018Äwas
approximatelyÄ$119.1ÄmillionÄandÄrepresentedÄapproximatelyÄ21ÄpercentÄofÄsalesÄinÄ2018.ÄWeÄpreviouslyÄfilledÄtheÄorder
backlogÄfromÄDecemberÄ31,Ä2018ÄandÄexpectÄtoÄfillÄtheÄorderÄbacklogÄfromÄDecemberÄ31,Ä2019ÄwithinÄtheÄnextÄyear.
FineÄPaperÄandÄPackaging.ÄÄÄÄTheÄfineÄpaperÄandÄpackagingÄbusinessÄhasÄhistoricallyÄnotÄexperiencedÄseasonality.ÄOrders
forÄstockÄproductsÄareÄtypicallyÄshippedÄwithinÄtwoÄdays,ÄwhileÄcustomÄordersÄareÄshippedÄwithinÄtwoÄtoÄthreeÄweeksÄof
receipt.ÄRawÄmaterialÄpurchasesÄandÄmanufacturingÄschedulesÄareÄplannedÄbasedÄonÄaÄcombinationÄofÄhistoricalÄtrends,
customerÄforecastsÄandÄcurrentÄmarketÄconditions.ÄTheÄorderÄbacklogsÄinÄtheÄfineÄpaperÄandÄpackagingÄbusinessÄon
DecemberÄ31,Ä2019ÄandÄ2018ÄwereÄ$16.3ÄmillionÄandÄ$17.6Ämillion,Ärespectively,ÄwhichÄrepresentÄapproximately
14-15ÄdaysÄofÄsales.ÄTheÄorderÄbacklogsÄfromÄDecemberÄ31,Ä2019ÄandÄ2018ÄwereÄfilledÄinÄtheÄrespectiveÄfollowingÄyears.
TheÄoperatingÄresultsÄforÄbothÄofÄourÄbusinessesÄareÄinfluencedÄbyÄtheÄtimingÄofÄourÄannualÄmaintenanceÄdowns,ÄwhichÄare
generallyÄscheduledÄinÄtheÄthirdÄquarter.
7
Raw Materials
Technical Products. Softwood pulp, specialty pulps and fibers, and latex are the primary raw materials consumed by our
technical products business. The technical products business purchases softwood pulp, specialty pulp and fibers, and latex
from various external suppliers. We believe that all of the raw materials for our technical products operations, except for
certain specialty latex grades and specialty pulps, are readily available from several sources and that the loss of a single
supplier would not cause a shutdown of our manufacturing operations.
Our technical products business acquires all of its specialized pulp requirements from two global suppliers and certain
critical specialty latex grades from four suppliers. In general, these supply arrangements are covered by formal contracts,
and represent multi-year business relationships that have historically been sufficient to meet our needs. We expect these
relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of production at
any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term requirements
for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp or specialty
latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to meet
required product performance characteristics and incur only a limited disruption in our production. As a result, we do not
believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations.
Fine Paper and Packaging. Hardwood pulp is the primary raw material used to produce products of the fine paper and
packaging business. Other significant raw material inputs in the production of fine paper and packaging products include
softwood pulp, recycled fiber, cotton fiber, dyes and fillers. The fine paper and packaging business purchases all of its raw
materials externally. We believe that all of the raw materials for our fine paper and packaging operations are readily
available from several sources and that the loss of a single supplier would not cause a shutdown of our manufacturing
operations.
Working Capital
Technical Products. The technical products business maintains approximately 20 to 25 days of raw materials and supplies
inventories to support its manufacturing operations and approximately 30 to 35 days of finished goods inventory to support
customer orders for its products. Sales terms in the technical products business vary depending on the type of product sold
and customer category. Extended credit terms of up to 120 days are offered to customers located in certain international
markets. In general, sales are collected in approximately 45 to 55 days and supplier invoices are paid within 20 to 25 days.
Fine Paper and Packaging. The fine paper and packaging business maintains approximately 9 days of raw material
inventories to support its paper making operations and about 52 days of finished goods inventory to fill customer orders.
Fine paper and packaging sales terms range between 20 and 30 days with discounts of 0 to 2 percent for customer
payments, with discounts of 1 percent and 20-day terms used most often. Extended credit terms are offered to customers
located in certain international markets. Supplier invoices are typically paid within 60 days.
Energy and Water
The equipment used to manufacture the products of our technical products and fine paper and packaging businesses uses
significant amounts of energy, primarily electricity, natural gas, oil and coal. We have the ability to generate substantially
all of our electrical energy at the Munising mill and approximately 25 percent of the electrical energy at our mills in
Appleton, Wisconsin and Bruckmühl, Germany. We also purchase electrical energy from external sources, including
electricity generated from renewable sources.
Availability of energy is not expected to be a problem in the foreseeable future, but the purchase price of such energy can
and likely will fluctuate significantly based on changes in demand and other factors.
An adequate supply of water is needed to manufacture our products. We believe that there is an adequate supply of water
for this purpose at each of our manufacturing locations.
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Research and Development
Our technical products business maintains research and development laboratories in Feldkirchen-Westerham, Germany,
Eerbeek, Netherlands, Munising, Michigan, Pittsfield, Massachusetts, and Appleton, Wisconsin to support its strategy of
developing new products and technologies, and to support growth in its existing product lines and other strategically
important markets. We also have a research and development laboratory in East Longmeadow, Massachusetts that supports
both our technical products and fine paper and packaging businesses. We have continually invested in product research and
development with spending of $8.7 million in 2019, $9.2 million in 2018 and $8.9 million in 2017.
Intellectual Property
We own more than 100 granted patents and have multiple pending patent applications in the United States, Canada, Europe
and certain other countries covering image transfer paper, abrasives and medical packaging, and other paper application
and media processing. We also own more than 150 trademarks with registrations in approximately 80 countries. Our image
transfer patents have contributed to establishing the technical products business as a leading global supplier of image
transfer papers through our highly recognized JET-PRO®, JET-OPAQUE®, TECHNI-PRINT®, LASER-1-OPAQUE®
and IMAGE CLIP® brands. We add even more depth and strength to our technical products portfolio with the well-
recognized dye-sublimation JETCOL® brand, which is also supported by patented technology, as well as our recently
launched TEXCOLTM brand, which enables industrial transfer on natural substrates, supported by a pending patent. The
KIMDURA® and MUNISING LP® trademarks have also made a significant contribution to the marketing of synthetic
film and clean room papers for our technical products business.
For more than 100 years, Neenah’s fine paper and packaging business has built its market leading reputation on creating
and manufacturing trademarked brands for premium writing, text, cover, digital, packaging, and specialty needs. The
Neenah signature portfolio includes innovative, market leading brands such as CLASSIC® (including CLASSIC
CREST®, CLASSIC® Linen, CLASSIC® Laid, CLASSIC COLUMNS®, CLASSIC® Stipple, CLASSIC® Woodgrain,
and CLASSIC® Techweave), ASTROBRIGHTS®, ENVIRONMENT®, ROYAL SUNDANCE®, SOUTHWORTH® and
many more. Our fine paper and packaging business provides unique and sustainable packaging papers, as well as custom
solutions for premium packaging needs. With brands that stand for quality and consistency, such as NEENAH® Folding
Board, NEENAH® Box Wrap, ESTATE LABEL®, and NEENAH IMAGEMAX® Paper Card, our fine paper and
packaging business enables leading brands to deliver on their promise. The business accordingly maintains a well-rounded
and respected portfolio of brands that position Neenah as an industry leader, setting standards for quality, consistency, and
dependability.
Neenah also has significant trademarks recognized in both the publishing and packaging markets, including
SKIVERTEX® and KIVAR®.
The GESSNER® trademark has played an important role in the marketing of Neenah’s filtration product lines. With the
expansion of our filtration facility in Appleton, Wisconsin, Neenah expects increased recognition of this brand domestically
and internationally.
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Employee and Labor Relations
As of December 31, 2019, we had approximately 2,324 regular full-time employees of whom 995 hourly and 513 salaried
employees were located in the United States and 385 hourly and 431 salaried employees were located in Europe.
Certain employees of Neenah Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union,
Industriegewerkschaft Bergbau, Chemie and Energie (the "IG BCE"). The IG BCE and a national trade association
representing all employers in the industry signed a collective bargaining agreement covering union employees of Neenah
Germany that expires in August 2020. Under German law union membership is voluntary and does not need to be disclosed
to the Company. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE
cannot be determined. In Netherlands, most of our employees are eligible to be represented by the Christelijke Nationale
Vakbond ("CNV") and the Federatie Nederlandse Vakvereniging ("FNV"). Under Netherlands law, union membership is
voluntary and does not need to be disclosed to the Company.
9
As of December 31, 2019, no employees are covered under collective bargaining agreements that expire in the next 12
months, not including the employees covered by the collective bargaining arrangements with the IG BCE and CNV and
FNV.
We believe we have satisfactory relations with our employees covered by collective bargaining agreements and do not
expect the negotiation of new collective bargaining agreements to have a material effect on our results of operations or cash
flows. See Note 12 of Notes to Consolidated Financial Statements, "Commitments, Contingencies, and Legal Matters —
Employees and Labor Relations."
Environmental, Health and Safety Matters
Our operations are subject to federal, state and local laws, regulations and ordinances relating to various environmental,
health and safety matters. We believe our operations are in compliance with, or we are taking actions designed to ensure
compliance with, these laws, regulations and ordinances. However, the nature of our operations exposes us to the risk of
claims concerning non-compliance with environmental, health and safety laws or standards, and there can be no assurance
that material costs or liabilities will not be incurred in connection with those claims. Except for certain orders issued by
environmental, health and safety regulatory agencies with which we believe we are in compliance and which we believe
are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any
judicial or administrative proceeding relating to environmental, health and safety matters.
Greenhouse gas ("GHG") emissions have increasingly become the subject of political and regulatory focus. Concern over
potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting
GHG emissions. In addition to certain federal proposals in the United States to regulate GHG emissions, Germany, the
United Kingdom (“U.K.”) and all the states in which we operate are currently considering GHG legislation or regulations,
either individually and/or as part of regional initiatives. While not all are likely to become law it is reasonably possible that
additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our
costs by increasing energy costs and raw material prices, requiring operational or equipment modifications to reduce
emissions and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.
While we have incurred in the past several years, and will continue to incur, capital and operating expenditures in order to
comply with environmental, health and safety laws, regulations and ordinances, we believe that our future cost of
compliance with environmental, health and safety laws, regulations and ordinances, and our exposure to liability for
environmental, health and safety claims will not have a material effect on our financial condition, results of operations or
liquidity. However, future events, such as changes in existing laws and regulations, new legislation to limit GHG emissions
or contamination of sites owned, operated or used for waste disposal by us (including currently unknown contamination
and contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional
costs which could have a material effect on our financial condition, results of operations or liquidity.
Our anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial
condition, results of operations or liquidity.
Company Structure
Our corporate structure consists of Neenah, Inc. and eight direct wholly-owned subsidiaries.
Neenah, Inc. is a Delaware corporation that holds our trademarks and patents related to all of our U.S. businesses (except
Neenah Paper FVC, Inc), all of our U.S. fine paper and packaging inventory, the real estate, mills and manufacturing assets
associated with our fine paper and packaging operations in Neenah and Whiting, Wisconsin and all of the equity in our
subsidiaries listed below.
Neenah Paper Michigan, Inc. is a Delaware corporation and a wholly owned subsidiary of Neenah that owns the real estate,
mill and manufacturing assets associated with our U.S. technical products business in Munising, Michigan.
Neenah Paper FVC, LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of
the equity of Neenah Paper FR, LLC. Neenah Paper FR, LLC is a Delaware limited liability company that owns the real
estate, mill and manufacturing assets associated with our filtration operation in Appleton, Wisconsin and leases the real
10
estate and owns the manufacturing assets associated with our fine paper and packaging operations in Great Barrington,
Massachusetts.
Neenah Paper International Holding Company, LLC is a Delaware limited liability company and wholly owned subsidiary
of Neenah that owns all of the equity of Neenah Paper International, LLC. Neenah Paper International, LLC is a Delaware
limited liability company that owns all of the equity of Neenah Germany GmbH and in conjunction with Neenah
Germany GmbH all of the equity of Neenah Services GmbH & Co. KG.
NPCC Holding Company LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns
all of the equity of Neenah Paper Company of Canada ("Neenah Canada"). Neenah Canada is a Nova Scotia unlimited
liability corporation that holds certain post-employment liabilities of our former Canadian operations.
Neenah Paper International Finance Company BV is a private company with limited liability organized under the laws of
the Netherlands and a wholly owned subsidiary of Neenah that facilitates the financing of our international operations.
Neenah Filtration, LLC is a Delaware limited liability company and wholly owned subsidiary of Neenah that owns all of
the equity of Neenah Technical Materials, Inc. ("NTM") and Neenah Filtration Appleton, LLC ("NFA"). NTM is a
Massachusetts corporation that owns all of the real estate, mills and manufacturing assets associated with our technical
materials business in Pittsfield, Massachusetts. NFA is a Delaware limited liability company that owns certain assets
associated with our filtration business in Appleton, Wisconsin.
Neenah FMK Holdings, LLC is a Delaware limited liability company and a wholly owned subsidiary of Neenah that owns
all of the equity of ASP FiberMark, LLC. FiberMark is a Delaware limited liability company that owns all of the equity of
Neenah Northeast, LLC ("NNE") and Neenah International UK Limited, a United Kingdom corporation ("Neenah UK").
NNE is a Delaware limited liability company that owns certain real estate, mills and manufacturing assets associated with
our fine paper and packaging business and technical products business located in Quakertown, Pennsylvania, and
Brownville and Lowville, New York. Neenah UK is a United Kingdom corporation that owns all of the equity of Neenah
Red Bridge International Limited ("Neenah Red Bridge"). Neenah Red Bridge is a United Kingdom corporation that owns
all of the real estate, manufacturing assets and inventory associated with our technical products business in Bolton,
England.
Neenah Global Holdings B.V. is a private company with limited liability organized under the laws of the Netherlands and a
wholly owned subsidiary of Neenah that owns all of the equity of Neenah Coldenhove Holding BV ("Coldenhove
Holding") and Neenah Hong Kong Limited, a limited liability company organized under the laws of Hong Kong ("Neenah
Hong Kong"). Coldenhove Holding is a private company with limited liability organized under the laws of the Netherlands
that owns all of the equity of Neenah Coldenhove B.V. Neenah Coldenhove is a private company with limited liability
organized under the laws of the Netherlands that owns substantially all of the real estate, manufacturing assets and
inventory associated with our technical products business in Eerbeek, Netherlands. Neenah Hong Kong provides certain
sales and marketing services to Neenah, Inc. and its affiliated entities.
AVAILABLE INFORMATION
We are subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934. As such, we
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC"). Our SEC filings are available to the public on the SEC's web site at www.sec.gov. You may also read
and copy any document we file at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our common stock
is traded on the New York Stock Exchange under the symbol "NP". You may inspect the reports, proxy statements and
other information concerning us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Our web site is www.neenah.com. Information on our web site is not incorporated by reference in this document. Our
reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, are and will be available free of
charge on our web site as soon as reasonably practicable after we file or furnish such reports with the SEC. In addition, you
may request a copy of any of these reports (excluding exhibits) at no cost upon written request to us at: Investor Relations,
Neenah, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.
11
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Item 1A. Risk Factors
You should carefully consider each of the following risks and all of the other information contained in this Annual Report
on Form 10-K. Some of the risks described below relate principally to our business and the industry in which we operate,
while others relate principally to our indebtedness. The remaining risks relate principally to the securities markets
generally and ownership of our common stock.
Our business, financial condition, results of operations or liquidity could be materially affected by any of these risks, and,
as a result, the trading price of our common stock could decline. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.
Risks Related to Our Business and Industry
Our business will suffer if we are unable to effectively respond to decreased demand for some of our products due to
conditions in the global economy, secular pressures in some markets or consumer preferences.
We have experienced and may experience in the future decreased demand for some of our products due to slowing or
negative global economic growth, uncertainty in credit markets, declining consumer and business confidence or
preferences, fluctuating commodity prices, increased unemployment and other challenges affecting the global economy.
Parts of our fine paper and packaging business are subject to electronic substitution and, for fine paper products in
particular, are in secular decline. Our efforts to offset these declines with new fine paper and packaging products and
growth in existing fine paper and office products categories are not certain to fully offset the market declines, and an
evaluation of the scope of our manufacturing footprint may be required in the future. In addition, our customers may
experience deterioration of their businesses, cash flow shortages, and difficulty obtaining financing. If we are unable to
implement business strategies to effectively respond to decreased demand for our products, our financial position, cash
flows and results of operations would be adversely affected.
Changes in international geopolitical and macro economic conditions generally, and particularly in Germany, could
adversely affect our business and results of operations. Fluctuations in the prices of and the demand for products could
result in smaller profits and sales.
Our operating results and business prospects could be adversely affected by risks related to the countries outside the United
States in which we have manufacturing facilities or sell our products, including Germany, the Eurozone and the U.K.
Downturns in economic activity, adverse tax consequences, fluctuations in the value of local currency versus the U.S.
dollar, or any change in social, political, macro economic or labor conditions in any of these countries or regions could
negatively affect our financial results.
Historically, economic and market shifts, and fluctuations in capacity have created cyclical changes in prices, sales volume
and gross profits for products in the paper, packaging and related industries. The length and magnitude of industry cycles
have varied over time and by product, but generally reflect changes in macroeconomic conditions and levels of industry
capacity. The overall levels of demand for many of our products reflect fluctuations in levels of end-user demand, which
depend in large part on general macroeconomic conditions in North America and regional economic conditions in our
markets (including Europe, Asia, and Central and South America), as well as foreign currency exchange rates. The
foregoing factors could materially and adversely impact our sales, cash flows, profitability and results of operations.
Additionally, changes to the United States’ participation in, withdrawal out of, renegotiation of certain international trade
agreements or other major trade related issues including the non-renewal of expiring favorable tariffs granted to developing
countries, tariff quotas, and retaliatory tariffs (including, but not limited to, the current United States administration’s tariffs
on China and China's retaliatory tariffs on certain products from the United States), trade sanctions, new or onerous trade
restrictions, embargoes and other stringent government controls could have a material adverse effect on our business,
results of operations and financial condition.
The availability of and prices incurred for raw materials, energy and transportation services will significantly impact
our business.
We purchase a substantial portion of the raw materials, energy, transportation and distribution services (primarily over-the-
road freight) and other inputs necessary to produce our products on the open market, and, as a result, the price and other
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terms of those purchases are subject to change based on factors such as worldwide supply and demand and government
regulation. We do not have significant influence over our raw material, energy or transportation prices and our ability to
pass increases in those costs along to our customers through selling price increases may be challenged. We have
experienced and may experience in the future significant raw material, energy, transportation and other input cost increases
and we may not be able to fully recover these incremental costs through selling price increases or our pricing actions may
lag behind due to contractual quarterly adjusters or annual renewals. In addition, we may not be able to recoup other cost
increases we may experience, such as those resulting from inflation or from increases in wages or salaries, health care,
pension or other employee benefits costs, insurance costs and other costs.
Our technical products business acquires certain of its specialized pulp requirements from two global suppliers and certain
critical specialty latex grades from a limited number of suppliers. In general, these supply arrangements are covered by
formal contracts and represent multi-year business relationships that have historically been sufficient to meet our needs. We
expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of
production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term
requirements for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp
or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to
meet required product performance characteristics and incur only a limited disruption in our production.
Our fine paper and packaging business acquires a substantial majority of the cotton fiber used in the production of certain
branded bond paper products pursuant to annual agreements with two North American producers. The balance of our
cotton fiber requirements are acquired through spot market purchases from a variety of other producers. We believe that a
partial or total disruption in the production of cotton fibers at our two primary suppliers would increase our reliance on spot
market purchases with a likely corresponding increase in cost.
Our operating results are likely to fluctuate.
Our operating results are subject to substantial quarterly and annual fluctuations due to a number of factors, many of which
are beyond our control. Operating results could be adversely affected by general economic conditions causing a downturn
in the market for paper products. Additional factors that could affect our results include, among others, changes in the
market price of pulp, other raw materials and distribution/transportation services, the effects of competitive pricing
pressures, production capacity levels and manufacturing yields, availability and cost of products from our suppliers, the
gain or loss of significant customers, our ability to develop, introduce and market new products and technologies on a
timely basis, changes in the mix of products produced and sold, seasonal customer demand, the relative strength of the
Euro versus the U.S. dollar, increasing interest rates and environmental costs. The timing and effect of the foregoing factors
are difficult to predict, and these or other factors could materially adversely affect our quarterly or annual operating results.
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We face many competitors, several of which have greater financial and other resources.
We face competition in each of our business segments from companies that produce the same type of products that we
produce or that produce lower priced alternative products that customers may use instead of our products. Some of our
competitors have greater financial, sales and marketing, or research and development resources than we do. Greater
financial resources and product development capabilities may also allow our competitors to respond more quickly to new
opportunities or changes in customer requirements.
Our businesses are significantly dependent on sales to their largest customers.
Sales to the largest customer of the fine paper and packaging business represented approximately 18 percent of its total
sales in 2019. Sales to the technical products business's largest customer represented approximately 14 percent of total
sales for the segment in 2019. A significant loss of business from any of our major fine paper and packaging or technical
products customers may have a material adverse effect on our financial condition, results of operations and liquidity. We
are also subject to credit risk associated with our customer concentration. If one or more of our largest fine paper and
packaging or technical products customers were to become bankrupt, insolvent or otherwise were unable to pay for
services provided, we may incur significant write-offs of accounts receivable.
We cannot be certain that our tax planning strategies will be effective and that our research and development tax credits
and net operating losses will continue to be available.
As of December 31, 2019, we had $21.0 million of U.S. federal and $7.5 million of U.S. state research and development
tax credits ("R&D Credits") which, if not used, will expire between 2031 and 2039 for the U.S. federal R&D Credits and
between 2020 and 2034 for the state R&D Credits. The availability of state net operating losses (NOLs) and federal or state
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tax credits to offset taxable income and income tax, respectively, could also be substantially reduced if we were to undergo
an "ownership change" as defined within certain federal and state tax codes.
We are continuously undergoing examination by the Internal Revenue Service (the "IRS") as well as taxing authorities in
various state and foreign jurisdictions in which we operate. The IRS and other taxing authorities routinely challenge certain
deductions and credits reported on our income tax returns.
In accordance with Accounting Standards Codification ("ASC") Topic 740, Income Taxes ("ASC Topic 740"), as of
December 31, 2019, we have recorded a liability of $7.8 million for uncertain tax positions where we believe it is "more
likely than not" that the tax benefit reported on our income tax returns will not be realized. There can be no assurance,
however, that the actual amount of unrealized deductions will not exceed the amounts we have recognized for uncertain tax
positions.
We have significant obligations for pension and other postretirement benefits.
We have significant obligations for pension and other postretirement benefits which could require future funding beyond
that which we have funded in the past or which we currently anticipate. At December 31, 2019, our projected pension
benefit obligations were $482.4 million and exceeded the fair value of pension plan assets by $58.3 million. In 2019, we
made total contributions to qualified pension trusts of $6.0 million. In addition, during 2019 we paid pension benefits for
unfunded qualified, insurance backed and supplemental retirement plans of $2.3 million. At December 31, 2019, our
projected other postretirement benefit obligations were $39.7 million. No assets have been set aside to satisfy our other
postretirement benefit obligations. In 2019, we made payments for postretirement benefits other than pensions of $4.8
million. A material increase in funding requirements or benefit payments could have a material effect on our cash flows.
We may be required to pay material amounts under multiemployer pension plans.
Historically, we have contributed to the PACE Industry Union-Management Pension Fund (the “PIUMPF"), a
multiemployer pension plan. The amount of our annual contributions to the PIUMPF was negotiated with the plan and the
bargaining unit representing our employees covered by the plan. The PIUMPF was certified to be in "critical status" for the
plan year beginning January 1, 2010, and continued to be in critical status for the plan year beginning January 1, 2018.
Effective July 1, 2018, the Company and representatives of the United Steelworkers Union (the "USW") of the Lowville
mill initiated actions to withdraw from the PIUMPF. As a result, the Company recorded an estimated withdrawal liability
of $1.0 million, which assumed payment of $0.1 million per year over 20 years, discounted at a credit adjusted risk-free
rate of 5.7%. In October 2019, the Company received a billing from PIUMPF for the withdrawal liability, which confirmed
the $1.0 million liability. In addition to the withdrawal liability, PIUMPF also demanded immediate payment of $1.3
million for the Company's pro-rata share of the fund's accumulated funding deficiency. The Company is challenging this
demand and believes it to be unenforceable. As such, the Company has not recorded a liability for this amount as of
December 31, 2019.
The outcome of legal actions and claims may adversely affect us.
We are involved in legal actions and claims arising in the ordinary course of our business. The outcome of such legal
actions and claims against us cannot be predicted with certainty. Legal actions and claims against us could have a material
effect on our financial condition, results of operations and liquidity.
Labor interruptions would adversely affect our business.
Except for our Pittsfield, Massachusetts, Brownville, New York and Quakertown, Pennsylvania manufacturing facilities
which are non-union, substantially all of our hourly employees are unionized. In addition, some key customers and
suppliers are also unionized. Strikes, lockouts or other work stoppages or slowdowns involving our unionized employees,
and/or those of our suppliers and customers, could have a material effect on us.
If we are unable to continue to implement our business strategies, our financial condition and operating results could
be materially affected.
Our future operating results will depend, in part, on the extent to which we can successfully implement our business
strategies, including expansion and growth of our technical products (filtration and performance materials) and packaging
businesses in a cost effective manner. Additionally, a slower than anticipated loading of our filtration asset in Appleton,
Wisconsin due to the pace of certification of products by our customers could cause our results to be lower than expected in
the future. Our strategies are subject to significant business, economic and competitive uncertainties and contingencies,
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many of which are beyond our control. If we are unable to successfully implement our business strategies, our business,
financial condition and operating results could be materially adversely affected.
We may not successfully integrate acquisitions and may be unable to achieve anticipated cost savings or other synergies.
The integration of the operations of acquired companies involves a number of risks and presents financial, managerial,
legal and operational challenges. We may have difficulty, and may incur unanticipated expenses related to, integrating
information systems, financial reporting activities, and integrating and retaining management and personnel from acquired
companies. We may not be able to achieve anticipated cost savings or commercial or growth synergies, for a number of
reasons, including contractual constraints and obligations or an inability to take advantage of expected commercial
opportunities, increased operating efficiencies or commercial expansion of key technologies. Failure to successfully
integrate acquired companies may have an adverse effect on our business, financial condition, results of operations, and
cash flows.
We may not be able to adequately protect our intellectual property and proprietary rights, which could harm our future
success and competitive position.
Our future success and competitive position also depends, in part, upon our ability to obtain and maintain protection for our
intellectual property and proprietary rights. Failure to protect our existing intellectual property rights may result in the loss
of valuable technologies or may require us to license other companies' intellectual property rights. It is possible that any of
our patents may be invalidated, rendered unenforceable, circumvented, challenged or licensed to others or any of our
pending or future patent applications may not be issued within the scope of the claims sought by us, if at all. Further, others
may develop technologies that are similar or superior to our technologies, duplicate our technologies or design around our
patents, and steps taken by us to protect our technologies may not prevent misappropriation of such technologies.
Future dividends on our common stock may be restricted or eliminated.
Dividends are declared at the discretion of our Board of Directors, and future dividends will depend on our future earnings,
cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under
the terms of both our bank credit agreement and the indenture for our $175 million of senior notes due November 2021 (the
"2021 Senior Notes"). As of December 31, 2019, under the most restrictive terms of our bank credit agreement and the
indenture for the 2021 Senior Notes, our ability to pay cash dividends on our common stock is limited, as described under
"Risks Relating to Our Indebtedness." There can be no assurance that we will continue to pay dividends in the future.
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We may be required to record a charge to our earnings if our goodwill or intangible assets become impaired.
As of December 31, 2019, we had goodwill of $83.1 million and other intangible assets of $66.7 million. Goodwill and
other intangible assets are recorded at fair value on the date of acquisition. In accordance with applicable accounting
guidance, we review goodwill and other indefinite-lived intangible assets at least annually for impairment, and long-lived
intangible assets when facts and circumstances warrant an impairment review. Impairment may result from, among other
things, deterioration in performance, adverse market conditions, acceleration of the secular decline in fine paper and office
products or a lack of success in our efforts to offset these declines with new fine paper and packaging products, which
could lead to a reduction in the size of our manufacturing footprint, adverse changes in applicable laws or regulations, and
a variety of other factors. The amount of any non-cash impairment would be recognized immediately through our
consolidated statement of operations. Any future goodwill or other intangible asset impairment could have a material
adverse effect on our results of operations and financial position.
If we have a catastrophic loss or unforeseen or recurring operational problems at any of our facilities, we could suffer
significant lost production and/or cost increases.
Our technical products and fine paper and packaging businesses may suffer catastrophic loss due to fire, flood, terrorism,
mechanical failure, or other natural or man-made events. If any of our facilities were to experience a catastrophic loss, it
could disrupt our operations, delay production, delay or reduce shipments, reduce revenue, and result in significant
expenses to repair or replace the facility. These expenses and losses may not be adequately covered by property or business
interruption insurance. Even if covered by insurance, our inability to deliver our products to customers, even on a short-
term basis, may cause us to lose market share on a more permanent basis.
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Fluctuations in currency exchange rates could adversely affect our results.
Exchange rate fluctuations for the Euro do not have a material effect on the operations or cash flows of our German and
Dutch technical products businesses. Our German and Dutch technical products business incurs most of its costs and sells
most of its production in Europe and, therefore, its operations and cash flows are not materially affected by changes in the
exchange rate of the Euro relative to the U.S. dollar. Changes in the Euro exchange rate relative to the U.S. dollar will,
however, have an effect on our balance sheet and reported results of operations. See Item 7A, "Quantitative and Qualitative
Disclosures About Market Risk — Foreign Currency Risk."
In addition, because we transact business in other foreign countries, some of our revenues and expenses are denominated in
a currency other than the local currency of our operations. As a result, changes in exchange rates between the currency in
which the transaction is denominated and the local currency of our operations into which the transaction is being recorded
can impact the amount of local currency recorded for such transaction. This can result in more or less local currency
revenues or costs related to such transaction, and thus have an effect on our reported sales and income before income taxes.
Our activities are subject to extensive government regulation, which could increase our costs, cause us to incur
liabilities and adversely affect the manufacturing and marketing of our products.
Our operations are subject to federal, state and local laws, regulations and ordinances in the United States, Germany, the
Netherlands and elsewhere in the world relating to various environmental, health and safety matters. The nature of our
operations requires that we invest capital and incur operating costs to comply with those laws, regulations and ordinances
and exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards.
We cannot assure that significant additional expenditures will not be required to maintain compliance with, or satisfy
potential claims arising from, such laws, regulations and ordinances. Future events, such as changes in existing laws and
regulations or contamination of sites owned, operated or used for waste disposal by us (including currently unknown
contamination and contamination caused by prior owners and operators of such sites or other waste generators) may give
rise to additional costs that could require significantly higher capital expenditures and operating costs, which would reduce
the funds otherwise available for operations, capital expenditures, future business opportunities or other purposes.
Additionally, in the U.S., portions of the Moving Ahead for Progress in the 21st Century Act (“MAP-21”, primarily, the
electronic logging device (ELD) rules under MAP-21) have created a decrease in levels of capacity in the over-the-road
freight sector which continue to have an adverse impact on our business. The current operating environment in the over-
the-road freight and transportation sector resulting from fluctuating fuel costs, industry-specific regulations (such as hours-
of-service and ELD rules), a shortage of qualified drivers, and other economic factors are causing a tightening of capacity
and an increase in prices charged to shippers, such as us, in the over-the-road transportation and distribution sector
generally, and in our carrier networks specifically, which continue to have an adverse impact on our business.
We are subject to risks associated with possible climate change legislation and various cost and manufacturing issues
associated with such legislation.
GHG emissions have increasingly become the subject of political and regulatory focus. Concern over potential climate
change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. In
addition to certain federal proposals in the United States to regulate GHG emissions, Germany, the U.K. and all the states
in which we operate are currently considering GHG legislation or regulations, either individually and/or as part of regional
initiatives. While not all are likely to become law it is reasonably possible that additional climate change related mandates
will be forthcoming, and it is expected that they may adversely impact our costs by increasing energy costs and raw
material prices, requiring operational or equipment modifications to reduce emissions and creating costs to comply with
regulations or to mitigate the financial consequences of compliance.
Any failure to comply with applicable environmental laws, regulations or permit requirements may result in civil or
criminal fines or penalties or enforcement actions. These may include regulatory or judicial orders enjoining or curtailing
operations or requiring corrective measures, installing pollution control equipment or remedial actions, any of which could
involve significant expenditures. Future development of such laws and regulations may require capital expenditures to
ensure compliance. We may discover currently unknown environmental problems or conditions in relation to our past or
present operations, or we may face unforeseen environmental liabilities in the future. These conditions and liabilities may
require site remediation or other costs to maintain compliance or correct violations of environmental laws and regulations;
or result in governmental or private claims for damage to person, property or the environment, any of which could have a
material adverse effect on our financial condition and results of operations.
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We are subject to cybersecurity risks related to breaches of security pertaining to sensitive company, customer, employee
and vendor information as well as breaches in the technology that manages operations and other business processes.
We use information technologies to securely manage operations and various business functions. We rely on various
technologies to process, store and report on our business and interact with customers, vendors and employees. The secure
processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our
security design and controls, and those of our third party providers, our information technology and infrastructure may be
vulnerable to cyber attacks by hackers or breaches due to employee error, malfeasance or other disruptions. Any such
breach could result in operational disruptions or the misappropriation of sensitive data that could subject us to civil and
criminal penalties, litigation or have a negative impact on our reputation. There can be no assurance that such disruptions
or misappropriations and the resulting repercussions will not negatively impact our cash flows and materially affect our
results of operations or financial condition. The U.S. Congress is considering cybersecurity legislation that, if enacted,
could impose additional obligations on us and could expand our potential liability in the event of a cybersecurity incident.
Additionally, we collect, process, store, use and transmit personal data for use in our business, most of which relates to our
global employees. Personal data is increasingly subject to legal and regulatory protections around the world, which vary
widely in approach and which possibly conflict with one another. As discussed above, in recent years, U.S. legislators and
regulatory agencies, such as the Federal Trade Commission, as well as U.S. states, have increased their focus on protecting
personal data by law and regulation, and have increased enforcement actions for violations of privacy and data protection
requirements. The European Commission also recently approved and adopted the General Data Protection Regulation
("GDPR") in the European Union, a new data protection law, which became effective in May 2018. These data protection
laws and regulations are intended to protect the privacy and security of personal data, including credit card information that
is collected, processed and transmitted in or from the relevant jurisdiction. Implementation of and compliance with these
laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business
operations, which could negatively impact our financial position or cash flows. Additionally, media coverage of data
breaches has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits. As this
focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs
resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these
legal requirements or differences in approaches to privacy and security of data. Our business could be materially adversely
affected by our inability, or the inability of our vendors who receive personal data from us, to comply with legal obligations
regarding the use of personal data, new data handling requirements that conflict with or negatively impact our business
practices.
Our business may suffer if we do not retain our senior management.
We depend on our senior management. The loss of services of members of our senior management team could adversely
affect our business until suitable replacements can be found. There may be a limited number of persons with the requisite
skills to serve in these positions and we may be unable to locate or employ qualified personnel on acceptable terms. In
addition, our future success requires us to continue to attract and retain competent personnel.
Risks Relating to Our Indebtedness
We may not be able to fund our future capital requirements internally or obtain third-party financing.
We may be required or choose to obtain additional debt or equity financing to meet our future working capital
requirements, as well as to fund capital expenditures and acquisitions. To the extent we must obtain financing from external
sources to fund our capital requirements, we cannot guarantee financing will be available on favorable terms, if at all. For
example, during periods of volatile credit markets, there is a risk that lenders, even those with strong balance sheets and
sound lending practices, could fail or refuse to honor their credit commitments and obligations, including, but not limited
to, extending credit up to the maximum permitted by a credit facility and otherwise accessing capital and/or honoring loan
commitments. If our lenders are unable to fund borrowings under their loan commitments or we are unable to borrow, it
could be difficult to replace such loan commitments on similar terms or at all. If adequate funds are not available on
acceptable terms, we may be unable to meet our future working capital requirements or fund capital expenditures and
acquisitions, any of which could negatively affect our business. As of December 31, 2019, we have required debt payments
of $2.6 million during the year ending December 31, 2020.
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We may not be able to generate sufficient cash flow to meet our debt obligations, including the 2021 Senior Notes.
Our ability to make scheduled payments or to refinance our obligations with respect to the 2021 Senior Notes, our other
debt and our other liabilities will depend on our financial and operating performance, which, in turn, is subject to prevailing
economic conditions and to certain financial, business and other factors beyond our control. If our cash flow and capital
resources are insufficient to fund our debt obligations and other liabilities, we could face substantial liquidity problems and
may be forced to reduce or delay scheduled expansions and capital expenditures, sell material assets or operations, obtain
additional capital or restructure our debt. We cannot assure that our operating performance, cash flow and capital resources
will be sufficient to repay our debt in the future. In the event that we are required to dispose of material assets or operations
or restructure our debt to meet our debt and other obligations, we can make no assurances as to the terms of any such
transaction or how quickly any such transaction could be completed.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
•
•
•
our debt holders could declare all outstanding principal and interest to be due and payable;
our senior secured lenders could terminate their commitments and commence foreclosure proceedings against our
assets; and
we could be forced into bankruptcy or liquidation.
If our operating performance declines in the future or we breach our covenants under our revolving credit facility, we may
need to obtain waivers from the lenders under our revolving credit facility to avoid being in default. We may not be able to
obtain these waivers. If this occurs, we would be in default under our revolving credit facility.
We have significant indebtedness which subjects us to restrictive covenants relating to the operation of our business.
As of December 31, 2019, we had $175 million of 2021 Senior Notes, $21.6 million in revolving credit borrowings and
$7.2 million of project financing outstanding. In addition, availability under our bank credit agreement was approximately
$174 million. Our leverage could have important consequences. For example, it could:
• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments
on the 2021 Senior Notes and our other indebtedness;
place us at a disadvantage to our competitors;
require us to dedicate a substantial portion of our cash flow from operations to service payments on our indebtedness,
thereby reducing funds available for other purposes;
increase our vulnerability to a downturn in general economic conditions or the industry in which we operate;
limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general
corporate and other purposes; and
limit our ability to plan for and react to changes in our business and the industry in which we operate.
•
•
•
•
•
The terms of our indebtedness, including our bank credit agreement and the indenture governing the 2021 Senior Notes,
contain covenants restricting our ability to, among other things, incur certain additional debt, incur or create certain liens,
make specified restricted payments, pay dividends, authorize or issue capital stock, enter into transactions with our
affiliates, consolidate or merge with or acquire another business, sell certain of our assets or liquidate, dissolve or wind-up
our Company. Under the terms of our Fourth Amended and Restated Credit Agreement, we are permitted to pay cash
dividends on or repurchase shares of our common stock, and to make voluntary prepayments or redemptions of certain
indebtedness (including our 2021 Senior Notes), without limitation, as long as the sum of the aggregate revolving credit
availability under our Fourth Amended and Restated Credit Agreement as then in effect, plus (subject to certain limitations)
any excess of our aggregate borrowing base over our aggregate revolving credit facility commitment, or our “specified
excess availability” (on a pro forma basis after giving effect to such dividend, repurchase or voluntary prepayment/
redemption), equals or exceeds the greater of (i) $25 million and (ii) 12.5 percent of the maximum aggregate commitments
under our revolving credit facility as then in effect (approximately $28 million as of December 31, 2019), on a pro forma
basis after giving effect to such dividend or stock repurchase (as the case may be). If our specified excess availability, on a
pro forma basis, is less than the applicable threshold, then such cash dividends are limited to no more than $45 million in
any 12 consecutive months, such share repurchases are limited to no more than $25 million in any fiscal year, and
voluntary prepayments or redemptions of such indebtedness are prohibited. Under the most restrictive terms of the 2021
Senior Notes, we are permitted to pay cash dividends of up to $25 million in a calendar year, but not permitted to
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repurchase shares of our common stock. However, as long as the net leverage ratio (net debt/EBITDA) under the 2021
Senior Notes is below 2.5x, we can pay dividends or repurchase shares without limitation. Refer to Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" for the
current limitations on our ability to pay dividends on or repurchase shares of our common stock.
In addition, if the specified excess availability under our revolving credit facility is less than the greater of (i) $25 million
and (ii) 12.5 percent of the maximum aggregate commitments under our revolving credit facilities as then in effect, we will
be subject to increased reporting obligations and controls until such time as availability is more than the greater of
(a) $35 million and (b) 17.5 percent of the maximum aggregate commitments under our revolving credit facility as then in
effect for at least 60 consecutive days and no default or event of default has occurred or is continuing during such 60-day
period.
If specified excess availability under our revolving credit facilities is less than the greater of (i) $20 million and (ii) 10
percent of the maximum aggregate commitments under our revolving credit facilities as then in effect, we are required to
comply with a fixed charge coverage ratio (as defined in our bank credit agreement) of not less than 1.1 to 1.0 for the
preceding four-quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer be
necessary once (x) specified excess availability under our revolving credit facilities exceeds the greater of (i) 17.5 percent
of the aggregate commitment for our revolving credit facility as then in effect and (ii) $35 million for 60 consecutive days
and (y) no default or event of default has occurred and is continuing during such 60-day period. As of December 31, 2019,
specified excess availability under our revolving credit facility exceeded the minimum required amount, and we are not
required to comply with such fixed charge coverage ratio.
Our revolving credit facility accrues interest at variable rates. As of December 31, 2019, we had $21.6 million of revolving
credit borrowings outstanding which mature on December 10, 2023. We may reduce our exposure to rising interest rates by
entering into interest rate hedging arrangements, although those arrangements may result in us incurring higher interest
expenses than we would incur without the arrangements. If interest rates increase in the absence of such arrangements, we
will need to dedicate more of our cash flow from operations to make payments on our debt. In addition, the variable
interest rates on our revolving credit facility are based on the London Interbank Offered Rate ("LIBOR") as a benchmark,
exposing us to possible changes in interest in the event that the method for determining LIBOR changes, LIBOR is
replaced by an alternative reference rate or LIBOR is phased out altogether.
For more information on our liquidity, see Item 7A, "Management's Discussion and Analysis of Financial Condition and
Results of Operations — Liquidity and Capital Resources."
Our failure to comply with the covenants contained in our revolving credit facility or the indenture governing the 2021
Senior Notes could result in an event of default that could cause acceleration of our indebtedness.
Our failure to comply with the covenants and other requirements contained in the indenture governing the 2021 Senior
Notes, our revolving credit facility or our other debt instruments could cause an event of default under the relevant debt
instrument. The occurrence of an event of default could trigger a default under our other debt instruments, prohibit us from
accessing additional borrowings and permit the holders of the defaulted debt to declare amounts outstanding with respect to
that debt to be immediately due and payable. Our assets or cash flows may not be sufficient to fully repay borrowings
under our outstanding debt instruments, and we may be unable to refinance or restructure the payments on indebtedness on
favorable terms, or at all.
Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness, which
may increase the risks created by our substantial indebtedness.
Because the terms of our bank credit agreement and the indenture governing the 2021 Senior Notes do not fully prohibit us
or our subsidiaries from incurring additional indebtedness, we and our subsidiaries may be able to incur substantial
additional indebtedness in the future, some of which may be secured. If we or any of our subsidiaries incur additional
indebtedness, the related risks that we and they face may intensify.
Our bank credit agreement is secured by a majority of our assets.
Our bank credit agreement is secured by a majority of our assets. Availability under our bank credit agreement will
fluctuate over time depending on the value of our inventory, receivables and various capital assets. An extended work
stoppage or decline in sales volumes would result in a decrease in the value of the assets securing the bank credit
agreement. A reduction in availability under the bank credit agreement could have a material effect on our liquidity.
19
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Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost
of financing and have an adverse effect on the market price of our securities.
Our debt currently has a non-investment grade rating, and there can be no assurance that any rating assigned by the rating
agencies will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating
agency if, in that rating agency's judgment, future circumstances relating to the basis of the rating, such as adverse changes,
so warrant. A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our
future borrowing costs and reduce our access to capital, which could have a material adverse impact on our financial
condition and results of operations.
We depend on our subsidiaries to generate cash flow to meet our debt service obligations.
We conduct a substantial portion of our business through our subsidiaries. Consequently, our cash flow and ability to
service our debt obligations depend upon the earnings of our subsidiaries and the distribution of those earnings to us, or
upon loans, advances or other payments made by these entities to us. The ability of these entities to pay dividends or make
other payments or advances to us will be subject to applicable laws and contractual restrictions contained in the instruments
governing their debt, including our revolving credit facility and the indenture governing the 2021 Senior Notes. These
limitations are also subject to important exceptions and qualifications.
The ability of our subsidiaries to generate sufficient cash flow from operations to allow us to make scheduled payments on
our debt will depend upon their future financial performance, which will be affected by a range of economic, competitive
and business factors, many of which are outside of our control as well as their ability to repatriate cash to us. If our
subsidiaries do not generate sufficient cash flow from operations to help us satisfy our debt obligations, including payments
on the 2021 Senior Notes, or if they are unable to distribute sufficient cash flow to us, we may have to undertake
alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital
expenditures or seeking to raise additional capital. Refinancing may not be possible, and any assets may not be saleable, or,
if sold, we may not realize sufficient amounts from those sales. Additional financing may not be available on acceptable
terms, if at all, or we may be prohibited from incurring it, if available, under the terms of our various debt instruments then
in effect. Our inability to generate sufficient cash flow to satisfy our debt obligations or to refinance our obligations on
commercially reasonable terms would have an adverse effect on our business, financial condition and results of operations.
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K may constitute "forward-looking" statements as defined in
Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA"), or in releases made by the SEC, all
as may be amended from time to time. Statements contained in this Annual Report on Form 10-K that are not historical
facts may be forward-looking statements within the meaning of the PSLRA. Any such forward-looking statements reflect
our beliefs and assumptions and are based on information currently available to us. Forward-looking statements are only
predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements, or industry results, to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These cautionary statements are being made
pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe
harbor" provisions of such laws. We caution investors that any forward-looking statements we make are not guarantees or
indicative of future performance. For additional information regarding factors that may cause our results of operations to
differ materially from those presented herein, please see "Risk Factors" contained in this Annual Report on Form 10-K and
as are detailed from time to time in other reports we file with the SEC.
20
You can identify forward-looking statements as those that are not historical in nature, particularly those that use
terminology such as "may," "will," "should," "expect," "anticipate," "contemplate," "estimate," "believe," "plan," "project,"
"predict," "potential" or "continue," or the negative of these, or similar terms. In evaluating these forward-looking
statements, you should consider the following factors, as well as others contained in our public filings from time to time,
which may cause our actual results to differ materially from any forward-looking statement:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
changes in market demand for our products due to global economic and political conditions;
the impact of competition, both domestic and international, changes in industry production capacity, including the
construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or
productivity increases;
the loss of current customers or the inability to obtain new customers;
increases in commodity prices, (particularly for pulp, energy and latex);
our ability to control costs, including transportation, and implement measures designed to enhance operating
efficiencies;
the availability of raw materials and energy;
the enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or
regulation;
the impact of increased trade protectionism and tariffs on our business, results of operations and financial condition;
unanticipated expenditures related to the cost of compliance with environmental and other governmental regulations;
fluctuations in (i) exchange rates (in particular changes in the U.S. dollar/Euro currency exchange rates) and
(ii) interest rates;
increases in the funding requirements for our pension and postretirement liabilities;
our ability identify attractive acquisition targets and to successfully integrate acquired businesses into our existing
operations;
changes in asset valuations including write-downs of assets including property, plant and equipment; inventory,
accounts receivable, deferred income tax assets or other assets for impairment or other reasons;
loss of key personnel;
strikes, labor stoppages and changes in our collective bargaining agreements and relations with our employees and
unions;
capital and credit market volatility and fluctuations in global equity and fixed-income markets;
our existing and future indebtedness;
our net operating losses may not be available to offset our tax liability and other tax planning strategies may not be
effective;
other risks that are detailed from time to time in reports we file with the SEC; and
other factors described under "Risk Factors."
You are cautioned not to unduly rely on such forward-looking statements, which speak only as of the date made, when
evaluating the information presented in this information statement. We undertake no duty to update these forward-looking
statements after the date of this Form 10-K, even though our situation may change in the future.
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Item 1B. Unresolved Staff Comments
None.
21
Item 2. Properties
Our principal executive offices are located in Alpharetta, Georgia, a suburb of Atlanta, Georgia. We have 10 manufacturing
facilities in the United States that produce printing and writing, text, cover, durable saturated and coated substrates,
premium packaging, filtration and other specialty papers for a variety of end uses. We have two manufacturing facilities in
Germany that produce transportation and other filter media, and durable and saturated substrates. We have one
manufacturing facility in the Netherlands that produces digital transfer media and other technical products. We have one
manufacturing facility in the U.K. that produces durable printing and specialty paper.
We believe that each of these facilities is adequately maintained and is suitable for conducting our operations and business.
We manage machine operating schedules at our manufacturing locations to fulfill customer orders in a timely manner and
control inventory levels.
As of December 31, 2019, following are the locations of our principal facilities and operating equipment and the products
produced at each location:
Location
Equipment/Resources
Owned or Leased
Products
Fine Paper and Packaging
Segment
Neenah Mill
Neenah, Wisconsin
Whiting Mill
Whiting, Wisconsin
Converting Center
Neenah, Wisconsin
Great Barrington Mill
Great Barrington,
Massachusetts
Technical Products Segment
Munising Mill
Munising, Michigan
Pittsfield Mill
Pittsfield, Massachusetts
Bruckmühl Mill
Bruckmühl, Germany
Weidach Mill
Feldkirchen-Westerham,
Germany
Bolton Mill
Bolton, England
Eerbeek Mill
Eerbeek, Netherlands
Shared Facilities
Appleton Mill
Appleton, Wisconsin
Brownville Mill
Brownville, New York
Lowville Mill
Lowville, New York
Quakertown Mill
Quakertown, Pennsylvania
Two paper machines; paper
finishing equipment
Four paper machines; paper
finishing equipment
Paper finishing equipment
Owned
Owned
Owned
Paper finishing equipment
Owned; leased facility
Printing and writing, text, cover, packaging and
other specialty papers
Printing and writing, text, cover, packaging and
other specialty papers
Printing and writing, text, cover, packaging and
other specialty papers
Laminated specialty papers and toll converting
services
Two paper machines; two off line
saturators; two off line coaters;
specialty finishing equipment
Three paper machines; paper
finishing equipment
One paper machine; two saturator/
coaters; finishing equipment
Two paper machines; three
saturators; one laminator; three
meltblown machines; specialty
finishing equipment
Saturating, coating, and finishing
equipment
Two paper machines; paper
finishing equipment
Two paper machines; saturating
equipment; paper finishing
equipment
One paper machine; one off-line
coater
Saturating, coating, embossing and
finishing equipment
Saturating, coating, embossing and
finishing equipment
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Tapes, abrasives, premask, medical packaging and
other durable, saturated and coated substrates
Reverse osmosis filtration and glass applications
Masking tape backings and abrasive backings
Transportation filtration and other filter media
Durable printing, specialty paper, and coated
substrates
Digital dye sublimation and image transfer printing
paper
Transportation filtration, printing and writing, text,
cover, packaging, and other specialty papers
Durable printing, packaging, and specialty paper
Durable printing, packaging, and specialty paper
Durable printing, packaging, and specialty paper
See Note 7 of Notes to Consolidated Financial Statements, "Debt", for a description of the material encumbrances attached
to the properties described in the table above.
22
As of December 31, 2019, following are the locations of our owned and leased office and laboratory space and the
functions performed at each location.
Office/Other Space
Function
Leased Office Space
Corporate Headquarters, Administration
and Design Center
Owned Office Space
Administration
Administrative Location
Alpharetta, Georgia
Neenah, Wisconsin
Appleton, Wisconsin
Munising, Michigan
Pittsfield, Massachusetts
East Longmeadow, Massachusetts
Owned and Leased Office and
Laboratory Space
Owned Office and Laboratory
Space
Owned Office and Laboratory
Space
Leased Office and Laboratory
Space
Feldkirchen-Westerham, Germany
Owned Office and Laboratory
Space
Eerbeek, Netherlands
Owned Office and Laboratory
Space
Administration and Research and
Development for our technical products
businesses
Administration and Research and
Development for our technical products
businesses
Administration and Research and
Development for our technical products
businesses
Administration and Research and
Development for our technical products
and fine paper and packaging businesses
Administration and Research and
Development for our technical product
businesses
Administration and Research and
Development for our technical product
businesses
Capacity Utilization
Paper machines in our manufacturing facilities generally operate on a combination of three-shift five- or seven-day
schedules to meet demand. We are not constrained by input factors and the maximum operating capacity of our
manufacturing facilities is calculated based on operating days to account for variations in mix and different units of
measure between assets. Due to required maintenance downtime and contract holidays, the maximum number of operating
days is defined as 350 days per year. We generally expect to utilize approximately 80 to 90 percent of our maximum
operating capacity. The following table presents our percentage utilization of maximum operating capacity by segment:
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Technical Products
Fine Paper and Packaging
Item 3. Legal Proceedings
Litigation
Year Ended December 31,
2019
2018
2017
66%
86%
74%
78%
78%
81%
We are involved in certain legal actions and claims arising in the ordinary course of business. While the outcome of these
legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of any such
claim which is pending or threatened, either individually or on a combined basis, will not have a material effect on our
consolidated financial condition, results of operations or liquidity.
23
Income Taxes
We periodically undergo examination by the IRS as well as various state and foreign jurisdictions. The IRS and other
taxing authorities routinely challenge certain deductions and credits we report on our income tax returns.
Item 4. Mine Safety Disclosures
Not applicable.
24
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Neenah common stock is listed on the New York Stock Exchange and is traded under the ticker symbol "NP".
For the year ended December 31, 2019 we paid quarterly cash dividends of $0.45 per common share or $30.5 million
annually. For the year ended December 31, 2018, we paid quarterly cash dividends of $0.41 per common share or $27.8
million annually. In November 2019, our Board of Directors approved a 4 percent increase in the quarterly dividend rate on
our common stock to $0.47 per share, scheduled to be paid starting in March 2020.
Dividends are declared at the discretion of the Board of Directors, and future dividends will depend on our future earnings,
cash flow, financial requirements and other factors. Our ability to pay cash dividends on our common stock is limited under
the terms of both our bank credit agreement and our 2021 Senior Notes. Under the terms of the Fourth Amended and
Restated Credit Agreement, we are permitted to pay cash dividends on, and repurchase shares of our common stock
without limitation as long as our specified excess availability under the Fourth Amended and Restated Credit Agreement
exceeds the greater of (i) $25 million and (ii) 12.5 percent of the maximum aggregate commitments under our revolving
credit facility as then in effect (approximately $28 million as of December 31, 2019), on a pro forma basis after giving
effect to such dividend or stock repurchase (as the case may be). If our specified excess availability, on a pro forma basis, is
below that amount, we are subject to certain restrictions on the amount of cash dividends we are permitted to declare and
the amount of share repurchases we are permitted to execute. As of December 31, 2019, our availability exceeded the
applicable threshold, so this restriction did not apply. Under the most restrictive terms of the 2021 Senior Notes, we are
permitted to pay cash dividends of up to $25 million in a calendar year, but not permitted to repurchase shares of our
common stock. However, as long as the net leverage ratio (net debt/EBITDA) under the 2021 Senior Notes is below 2.5x,
we can pay dividends or repurchase shares without limitation. In the event the net leverage ratio exceeds 2.5x, we may still
pay dividends in excess of $25 million or repurchase shares by utilizing "restricted payment baskets" as defined in the
indenture for the 2021 Senior Notes. As of December 31, 2019, since our leverage ratio was less than 2.5x, none of these
covenants were restrictive to our ability to pay dividends on or repurchase shares of our common stock.
As of February 20, 2020, Neenah had approximately 1,085 holders of record of its common stock. The closing price of
Neenah's common stock on February 20, 2020 was $65.04.
Purchases of Equity Securities:
The following table sets forth certain information regarding purchases of our common stock during the fourth quarter of
2019.
Period
October 2019
November 2019
December 2019
_______________________
Total Number
of Shares
Purchased (a)
Average Price
Paid Per
Share (c)
88
$
— $
$
15,254
—
—
—
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (b)
Approximate Dollar Value
of Shares that May Yet
Be Purchased Under
Publicly Announced
Plans or Programs in 2019
— $
— $
— $
20,092,060
20,092,060
20,092,060
(a) Transactions include the purchase of vested restricted shares from employees to satisfy minimum tax withholding
requirements upon vesting of stock-based awards. See Note 9 of Notes to Consolidated Financial Statements,
"Stock Compensation Plans."
(b) In November 2018, our Board of Directors authorized a program for the purchase of up to $25 million of
outstanding common stock which was in effect till December 31, 2019. In November 2019, our Board of
Directors authorized a program for the purchase of up to $25 million of outstanding common stock effective
January 1, 2020. The program does not require the Company to purchase any specific number of shares and may
be suspended or discontinued at any time.
(c) Average price paid per share for shares purchased as part of our program.
25
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Equity Compensation Plan Information
The following table summarizes information about outstanding options (in this report, unless the context requires
otherwise, references to "options" are intended to include stock appreciation rights) and restricted stock units and shares
reserved for future issuance under our existing equity compensation plans as of December 31, 2019.
(a)
Number of
securities
to be issued upon
exercise of
outstanding
options,
warrants, and
rights
(b)
Weighted-
average
exercise price
of
outstanding
options,
warrants, and
rights (1)
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))
166,790 (2)(3) $
70.08
1,091,000
—
166,790
$
—
70.08
—
1,091,000
Plan Category
Equity compensation plans approved by security
holders
Equity compensation plans not approved by security
holders
Total
_______________________
(1) The weighted-average exercise price of outstanding options, warrants and rights does not take into account
restricted stock units since they do not have an exercise price.
(2) Includes (i) 55,937 shares issuable upon the exercise of outstanding options and stock appreciation rights
("SARs") for which the exercise price of outstanding options and SARs exceeds closing price of our common
stock of $70.43, (ii) 66,191 shares issuable following the vesting and conversion of outstanding performance share
unit awards, and (iii) 44,662 shares issuable upon the vesting and conversion of outstanding restricted stock units,
all as of December 31, 2019. As of December 31, 2019, we had an aggregate of 416,548 stock options and SARs
outstanding. The weighted average exercise price of the stock options and SARs was $70.08 per share and the
remaining contractual life of such awards was 6.3 years.
(3) Includes 53,259 shares that would be issued upon the assumed exercise of 177,062 SARs at the $70.43 per share
closing price of our common stock on December 31, 2019.
Item 6. Selected Financial Data
The following table sets forth our selected historical financial and other data. You should read the information set forth
below in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
our historical consolidated financial statements and the notes to those consolidated financial statements included elsewhere
in this Annual Report. The statement of operations data for the years ended December 31, 2019, 2018 and 2017 and the
balance sheet data as of December 31, 2019 and 2018 set forth below are derived from our audited historical consolidated
financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data as of December 31,
2017, 2016 and 2015 and the statement of operations data for the years ended December 31, 2016 and 2015 set forth below
are derived from our historical consolidated financial statements not included in this Annual Report on Form 10-K.
On October 31, 2015, we sold the Lahnstein Mill for net cash proceeds of approximately $5.4 million. For the year ended
December 31, 2018, discontinued operations reported on the consolidated statements of operations reflect an additional
loss on sale of $0.8 million arising from the final adjustment to the transaction price on the sale of the Lahnstein Mill in
2015. For the years ended December 31, 2016 and December 31, 2015, discontinued operations reported on the
consolidated statements of operations reflect the results of operations and the loss on sale of the Lahnstein Mill. As of
December 31, 2015, the assets and liabilities of the Lahnstein Mill are classified as assets held for sale on the consolidated
balance sheet.
26
Consolidated Statement of Operations Data
Net sales
Cost of products sold (f)
Gross profit (f)
Selling, general and administrative expenses
Acquisition/integration/restructuring and other costs (b)
Pension and SERP-related adjustments (c)
Impairment loss (a)
Acquisition-related adjustments (d)
Insurance settlement (e)
Other expense, net
Operating income
Interest expense, net
Income from continuing operations before income taxes
Provision for income taxes (k)
Income from continuing operations
Loss from discontinued operations, net of taxes (g)
Net income
Earnings from continuing operations per basic share
Earnings from continuing operations per diluted share
Cash dividends per common share
Other Financial Data
Net cash flow provided by (used for):
Operating activities (j)
Capital expenditures (i)
Other investing activities (h)
Financing activities (j)
Year Ended December 31,
2019
2018
2017
2016
2015
$ 938.5
755.1
$ 1,034.9
851.5
$ 979.9
779.7
$ 941.5
724.2
183.4
95.9
200.2
95.3
217.3
90.0
$ 887.7
690.9
196.8
85.3
6.5
—
—
—
—
3.6
101.4
11.5
89.9
29.4
7.0
0.8
—
—
—
5.4
114.1
11.1
103.0
29.6
73.4
(0.4)
$ 73.0
60.5
(9.4)
$ 51.1
2.1
1.8
31.1
(3.9)
(0.4)
2.7
54.1
13.0
41.1
3.9
37.2
(0.8)
36.4
1.3
0.6
—
—
(3.2)
1.9
104.3
12.6
91.7
11.4
80.3
—
$ 80.3
183.4
98.6
6.2
(1.4)
—
—
—
1.7
78.3
11.8
66.5
11.1
55.4
—
55.4
3.27
3.26
1.80
97.6
(21.4)
(1.9)
(75.2)
$
$
$
$
$
$
$
$
$
$
2.20
2.17
1.64
$ 4.74
$ 4.68
$ 1.48
$ 4.33
$ 4.26
$ 1.32
$ 3.58
$ 3.53
$ 1.20
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92.7
(38.1)
3.8
(52.6)
$ 100.0
(42.7)
(52.3)
(3.8)
$ 115.8
(68.5)
0.3
(48.4)
$ 111.2
(48.1)
(112.0)
(18.8)
Consolidated Balance Sheet Data
Cash and cash equivalents
Working capital, less cash and cash equivalents
Total assets (j)(k)
Long-term debt
Total liabilities (j)(k)
Total stockholders' equity
_______________________
December 31,
2019
2018
2017
2016
2015
(Dollars in millions)
$
9.0
$
9.9
$
4.5
$
3.1
$
143.3
827.8
198.2
421.5
406.3
147.2
861.2
236.8
471.0
390.2
156.1
904.4
254.1
504.5
399.9
125.2
765.6
219.7
427.3
338.3
4.2
136.3
751.4
228.2
439.8
311.6
27
(a) For the year ended December 31, 2018, we recorded a non-cash impairment loss of $31.1 million related to our
Brattleboro mill and associated research and office facilities. See Note 13 of Notes to Consolidated Financial
Statements, "Sale of Brattleboro Mill and Impairment Loss."
(b) For the year ended December 31, 2019, we incurred $6.2 million of non-routine costs primarily related to the
accelerated depreciation and other costs related to the consolidation of the fine paper manufacturing footprint with
an idling of a paper machine. For the year ended December 31, 2018, we incurred $0.5 million of integration costs
related to the acquisition of Neenah Coldenhove ("Coldenhove Acquisition") and $1.6 million of restructuring and
other one-time costs. For the year ended December 31, 2017, we incurred of $1.3 million of acquisition costs
related to the Coldenhove Acquisition. For the year ended December 31, 2016, we incurred $4.1 million of
integration costs related to the FiberMark Acquisition, $2.7 million of non-capitalized trial costs related to the
U.S. filtration project, and $0.2 million of other one-time costs. For the year ended December 31, 2015, we
incurred $5.3 million of integration costs related to the FiberMark Acquisition and $1.2 million of restructuring
costs.
(c) For the year ended December 31, 2019, we recorded a curtailment gain of $1.6 million related to the Neenah
Coldenhove pension plan. For the years ended December 31, 2019, 2018, 2017, and 2016, we recorded $0.1
million, $0.8 million, $0.6 million, and $0.8 million of pension settlement charges, respectively. For the year
ended December 31, 2018, we also recorded an estimated withdrawal liability of $1.0 million related to our
withdrawal from PIUMPF. See Note 8 of Notes to Consolidated Financial Statements, "Pension and Other
Postretirement Benefits."
(d) For the year ended December 31, 2018, we recorded $3.9 million of acquisition-related adjustments arising from
the operating results of Neenah Coldenhove subsequent to the acquisition. See Note 4 of Notes to Consolidated
Financial Statements, "Acquisitions."
(e) For the years ended December 31, 2018 and 2017, we recorded a representations and warranties insurance
(f)
settlement of $0.4 million and $3.2 million, respectively, related to the FiberMark acquisition.
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net
Periodic Postretirement Benefit Cost (Topic 715). The Company adopted this ASU as of January 1, 2018. As a
result of the adoption, the Company reclassified $1.5 million and $1.2 million of net cost for the year ended
December 31, 2017, $2.8 million and $2.2 million of net cost for the year ended December 31, 2016, and $1.4
million and $1.2 million of net cost for the year ended December 31, 2015, respectively, of other components of
net benefit cost from "Cost of products sold" and "Selling, general and administrative expenses" to "Other expense
- net" on the consolidated statements of operations. There was no other material impact on its consolidated
financial statements due to the adoption.
(g) The following table presents the results of discontinued operations:
Year Ended December 31,
2019
2018 (1)
2017
2016 (1)
2015 (2)
Discontinued operations: (3)
Income from operations
Loss on sale of the Lahnstein Mill (3)
(Loss) income before income taxes
(Benefit) provision for income taxes
(Loss) income from discontinued operations, net of taxes
_______________________
$
$
—
—
— $ — $ — $ — $
—
0.2
(13.6)
(13.4)
—
(4.0)
—
— $ (0.8) $ — $ (0.4) $ (9.4)
(0.6)
(0.6)
(0.2)
(0.8)
(0.8)
—
—
(1) The losses in 2018 and 2016 were due to the final adjustments of the sales price of the Lahnstein Mill.
(2) The loss on sale of the Lahnstein Mill includes a net curtailment gain related to the divestiture of the pension
plan of $15.8 million, including a $5.5 million write-off of deferred actuarial losses in 2015.
(3) On October 31, 2015, we sold the Lahnstein Mill. For the years ended December 31, 2018, 2016, and 2015,
the results of operations and the loss on sale of the Lahnstein Mill are reported as discontinued operations in
the Consolidated Statements of Operations Data.
(h) In December 2018, we sold the Brattleboro mill for $5 million. In November 2017, we purchased all of the
outstanding equity of Neenah Coldenhove for approximately $45 million. In August 2015, we purchased all of the
outstanding equity of FiberMark for approximately $118 million.
28
(i) During the year ended December 31, 2016, we completed our U.S. Filtration project.
(j)
In January 2019, we adopted ASU 2016-02, Leases (Topic 842) and recorded right-of-use ("ROU") assets of $16
million and lease liabilities of $17 million as of January 1, 2019. See Note 11 of Notes to Consolidated Financial
Statements, "Leases."
(k) At December 31, 2017, financial statements reflect the adjustments arising from the U.S. tax reform signed on
December 22, 2017. See Note 6 of Notes to Consolidated Financial Statements, "Income Taxes." At December 31,
2016, we adopted ASC Topic No. 2016-09 and applied the guidance retroactively to January 1, 2016. At
December 31, 2015, we adopted ASC Topic No. 2015-03 and ASC Topic No. 2015-17 and elected to apply the
guidance retroactively to all periods presented.
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis presents the factors that had a material effect on our results of operations during the
years ended December 31, 2019, 2018 and 2017. Also discussed is our financial position as of the end of those years. You
should read this discussion in conjunction with our consolidated financial statements and the notes to those consolidated
financial statements included elsewhere in this Annual Report on Form 10-K. This Management's Discussion and Analysis
of Financial Condition and Results of Operations contains forward-looking statements. See "Forward-Looking Statements"
for a discussion of the uncertainties, risks and assumptions associated with these statements.
Introduction
This Management's Discussion and Analysis of Financial Condition is intended to provide investors with an understanding
of the historical performance of our business, its financial condition and its prospects. We will discuss and provide our
analysis of the following:
•
•
•
•
•
•
Overview of Business;
Business Segments;
Results of Operations and Related Information;
Liquidity and Capital Resources;
Adoption of New Accounting Pronouncements; and
Critical Accounting Policies and Use of Estimates.
Overview of Business
We are a leading global producer of specialty materials for niche markets. We have two primary operations: our technical
products business and our fine paper and packaging business.
Our mission is to create value by improving the image and performance of everything we touch. We expect to create value
by growing in markets that value performance or image and where we have competitive advantages. In managing our
businesses, we believe that achieving and maintaining a leadership position in our markets, responding effectively to
customer needs and competitive challenges, employing capital optimally, controlling costs and managing risks are
important to long-term success. Changes in general economic conditions and timing of changes in input costs and selling
prices can also impact our results. In this discussion and analysis, we will refer to these factors.
Business Segments
Our reportable operating segments consist of Technical Products and Fine Paper and Packaging.
Our technical products business is a leading international producer of transportation, water and other filter media and
durable, saturated and coated substrates for a variety of end markets. We focus on categories where we believe we are, or
can be, a market leader. These categories include filtration media for transportation, water and other end use applications,
backings for specialty tapes and abrasives, performance labels, digital image transfer papers, and other custom engineered
materials. Our products are typically used in high performance applications where our customers require specific standards
and qualifications. Our dedicated technical products manufacturing facilities are located in Weidach and Bruckmühl,
Germany, Eerbeek, Netherlands, Bolton, England, Munising, Michigan, and Pittsfield, Massachusetts.
Our fine paper and packaging business is a leading supplier of premium printing, packaging, and other high-end specialty
papers predominantly in North America. Our products include some of the most recognized and preferred brands in North
America, where we enjoy leading market positions in many of our product categories. Often these papers are characterized
by distinctive finishing, colors, textures and coating. We sell our products primarily to authorized paper distributors, as
well as through converters, major national retailers and specialty businesses. Our dedicated fine paper and packaging
30
manufacturing facilities are located in Whiting and Neenah, Wisconsin, and Great Barrington, Massachusetts. In addition,
certain products of both segments are manufactured in shared facilities located in Brownville and Lowville, New York,
Appleton, Wisconsin, and Quakertown, Pennsylvania.
Prior to 2019, our Other segment included certain product lines composed of papers sold to converters for end uses such as
covering materials for datebooks, diaries, yearbooks and traditional photo albums. These products were primarily
manufactured at our shared facilities located in Brownville, New York and Brattleboro, Vermont. Following the disposition
of the Brattleboro mill which eliminated a significant portion of the products of the Other business segment, in January
2019 we realigned the remaining products manufactured in the Other business segment to be managed as part of the
Technical Products business segment. As a result, we recast the comparable 2018 and 2017 information and presented the
$15.6 million and $16.5 million of net sales for the years ended December 31, 2018 and 2017, respectively, of this
remaining portion of the Other business segment within the Technical Products business segment. The 2018 and 2017
operating income (loss) of the Other business segment was immaterial and was not recast. See Note 14 of Notes to
Consolidated Financial Statements, "Business Segment and Geographic Information" where a realignment of this segment
in 2019 is described.
Results of Operations and Related Information
In this section, we discuss and analyze our net sales, income before interest and income taxes (which we refer to as
"operating income") and other information relevant to an understanding of our results of operations.
Executive Summary
For the year ended December 31, 2019, consolidated net sales of $938.5 million decreased $96.4 million, or 9 percent,
from $1,034.9 million in 2018. The decrease resulted from lower volumes, including the divestiture of the Brattleboro mill,
and unfavorable currency effects. These were partially offset by increased selling prices and a higher-value Technical
Products sales mix.
Consolidated operating income of $78.3 million for the year ended December 31, 2019 increased $24.2 million, or 45
percent, from the prior year. The increase was mainly due to the absence of a $31.1 million impairment loss in 2018 related
to the divestiture of the Brattleboro mill. Excluding the $4.8 million of net unfavorable adjustments in 2019, primarily due
to idling of a fine paper machine, and $30.7 million of net unfavorable adjustments in 2018, adjusted operating income
decreased $1.7 million (2%), primarily due to lower sales and production volumes, and associated manufacturing fixed
cost inefficiencies, that were only partially offset by higher net selling prices and slightly lower input costs. See later in this
section for further information regarding the presentation of operating income, as adjusted.
Cash provided by operating activities of $97.6 million for the year ended December 31, 2019 was $4.9 million higher than
cash provided by operating activities of $92.7 million in the prior year. The increase in cash flows resulted primarily from
lower pension plan contributions, partly offset by lower cash earnings.
Capital expenditures for the year ended December 31, 2019 were $21.4 million compared to $38.1 million in the prior year.
Spending was lower in 2019 as a result of a large environmental project completed in 2018 at the Company's filtration
plant in Germany, and lower required spending in 2019 for most businesses.
Analysis of Net Sales — Years Ended December 31, 2019, 2018 and 2017
The following table presents net sales by segment and net sales expressed as a percentage of total net sales:
Net sales
Technical Products
Fine Paper and Packaging
Other
Consolidated
Year Ended December 31,
2019
2019
2018
2018
2017
2017
$
$
541.6
396.9
—
938.5
58% $ 583.2
42%
445.8
—%
5.9
100% $1,034.9
56% $ 518.6
43%
455.3
1%
6.0
100% $ 979.9
53%
46%
1%
100%
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Commentary:
Year 2019 versus 2018
Technical Products
Fine Paper and Packaging
Other
Consolidated
For the Year
Ended
December 31,
2019
2018
541.6
$
583.2
$
396.9
—
445.8
5.9
938.5
$
1,034.9
$
$
$
Change in Net Sales Compared to the
Prior Year
Change Due To
Total
Change
Volume
Net Price
Currency
(41.6) $
(48.9)
(5.9)
(96.4) $
(48.5) $
(53.6)
(5.9)
(108.0) $
21.9
$
4.7
—
26.6
$
(15.0)
—
—
(15.0)
Consolidated net sales for the year ended December 31, 2019 were $96.4 million (9%) lower than the prior year. The
decrease resulted from lower volumes, including the divestiture of the Brattleboro mill, and unfavorable currency effects.
These were partially offset by increased selling prices and a higher-value Technical Products sales mix.
•
•
Net sales in our technical products business decreased $41.6 million (7%) from the prior year due to volume declines
(primarily due to lower backings sales in Asia) and negative foreign currency impacts. These items were partially
offset by increased selling prices and a higher value mix.
Net sales in our fine paper and packaging business decreased $48.9 million (11%) from the prior year. Half of the
decline was due to the sale of Brattleboro, with the remainder mostly due to lower commercial print volume (including
impacts from a change in the relationship with a major distributor). These items were partly offset by higher selling
prices.
Year 2018 versus 2017
Change in Net Sales Compared to the
Prior Year
For the Years Ended
December 31,
2018
2017
$
583.2
$
518.6
$
445.8
5.9
455.3
6.0
$
1,034.9
$
979.9
$
Total
Change
Volume
Net Price
Currency
Change Due To
64.6
(9.5)
(0.1)
55.0
$
$
34.9
(21.6)
(0.1)
13.2
$
$
18.7
12.1
—
$
11.0
—
—
30.8
$
11.0
Technical Products (a)
Fine Paper and Packaging
Other (a)
Consolidated
_______________________
(a) As a result of the Brattleboro mill sale in 2018, we recast the comparable 2018 and 2017 information and
presented the $15.6 million and $16.5 million of net sales for the years ended December 31, 2018 and 2017,
respectively, of the remaining portion of the Other business segment within the Technical Products business
segment. See Note 13 of Notes to Consolidated Financial Statements, "Sale of Brattleboro Mill and Impairment
Loss" where a realignment of this segment in 2019 is described.
Consolidated net sales for the year ended December 31, 2018 were $55.0 million (6%) higher than the prior year. The
increase resulted from higher Technical Products volumes (including volumes from the November 2017 Coldenhove
Acquisition), increased selling prices in both segments, and a higher value mix and favorable currency effects in Technical
Products. These items more than offset lower Fine Paper and Packaging volumes.
32
•
•
•
Net sales in our technical products business increased $64.6 million (12%) from the prior year due to acquired volume,
organic increases in filtration sales, as well as a higher-priced mix and favorable currency effects due to a stronger
euro in the first half of the year.
Net sales in our fine paper and packaging business decreased $9.5 million (2%) from the prior year. Volume declines
in commercial print products were partly offset by higher selling prices and volume increases in premium packaging.
Net sales in our other business segment decreased $0.1 million from the prior year period due to lower volumes.
Analysis of Operating Income — Years Ended December 31, 2019 and 2018
The following table sets forth line items from our consolidated statements of operations as a percentage of net sales for the
periods indicated and is intended to provide a perspective of trends in our historical results:
Net sales
Cost of products sold
Gross profit
Selling, general and administrative expenses
Restructuring, integration and other costs
Pension and SERP related adjustments
Impairment loss
Acquisition-related adjustments
Other expense, net
Operating income
Interest expense, net
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Year Ended December 31,
2019
2018
100.0 %
80.5 %
19.5 %
10.5 %
0.6 %
(0.1)%
— %
— %
0.2 %
8.3 %
1.2 %
7.1 %
1.2 %
5.9 %
100.0 %
82.3 %
17.7 %
9.3 %
0.2 %
0.2 %
3.0 %
(0.4)%
0.2 %
5.2 %
1.2 %
4.0 %
0.4 %
3.6 %
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Commentary:
Year 2019 versus 2018
Change in Operating Income (Loss) Compared to the Prior Year
For the Years Ended
December 31,
2019
2018
Total
Change
Volume
Net Price (a)
Input Costs
(b)
Currency
Other
(c)
Change Due To
Technical Products
$
44.6
$
50.9
$
(6.3) $ (13.5) $
15.1
$
1.6
$
(1.9) $ (7.7)
Fine Paper and
Packaging
Other
Unallocated corporate
costs
Consolidated
$
_______________________
53.2
—
(19.5)
78.3
$
29.4
(6.4)
(19.8)
54.1
23.8
6.4
0.3
(7.4)
—
—
11.2
—
—
$
24.2
$ (20.9) $
26.3
$
1.4
—
—
3.0
—
—
18.7
6.4
—
0.3
(1.9) $ 17.7
$
(a)
(b)
(c)
Includes price changes, net of changes in product mix.
Includes price changes for raw materials and energy.
Includes other manufacturing costs, over (under) absorption of fixed costs, distribution and selling, general and
administrative ("SG&A") expenses. In addition, 2018 results include $35.0 million of unfavorable adjustments
primarily related to the divestiture of the Brattleboro mill and restructuring costs, and $4.3 million of favorable
adjustments related to the Coldenhove Acquisition and an insurance-related settlement. In 2019, it includes non-
routine costs of $6.2 million primarily related to the accelerated depreciation and other costs related to the
consolidation of the fine paper manufacturing footprint with an idling of a paper machine, and $1.4 million of
favorable adjustments primarily related to the curtailment gain for the Neenah Coldenhove pension plan. See the
breakdown by segment and the reconciliation table on page 36 for further detail.
Consolidated operating income of $78.3 million for the year ended December 31, 2019 increased $24.2 million (45%) from
the prior year. The increase was mainly due to the absence of a $31.1 million impairment loss in 2018 related to the
divestiture of the Brattleboro mill. Excluding the $4.8 million of net unfavorable adjustments in 2019, primarily due to
idling of a fine paper machine, and $30.7 million of net unfavorable adjustments in 2018, adjusted operating income
decreased $1.7 million (2%), primarily due to lower sales and production volumes, and associated manufacturing fixed
cost inefficiencies, that were only partially offset by higher net selling prices and slightly lower input costs. See later in this
section for further information regarding the presentation of operating income, as adjusted.
•
•
•
Operating income for our technical products business decreased $6.3 million (12%) from the prior year. The decrease
in income resulted from lower sales and production volumes and associated manufacturing fixed cost inefficiencies,
higher SG&A and unfavorable foreign currency impacts, partially offset by increased selling prices, a higher-value
mix and lower input and distribution costs. Excluding the previously noted favorable adjustments of $1.2 million in
2019 and $1.4 million in 2018, adjusted operating income for the technical products business decreased $6.1 million
(12%).
Operating income for our fine paper and packaging business increased $23.8 million (81%) from the prior year period
The increase was mainly due to adjustments in 2018 of $24.3 million for impairment related to the divestiture of the
Brattleboro mill and other one-time items referenced above, partly offset by $5.7 million of non-routine costs in 2019
primarily due to the idling of a paper machine. Excluding these costs, adjusted operating income for the fine paper and
packaging business increased $5.2 million (10%) as a result of higher selling prices and slightly lower input, SG&A
and distribution costs that more than offset the lower sales volumes.
Unallocated corporate costs for the year ended December 31, 2019 were $19.5 million, or $0.3 million lower than the
prior year. 2019 included adjusting items of $0.3 million for restructuring costs and pension settlement. These costs
compared to $1.9 million of pension settlement, restructuring and other non-routine costs in 2018.
34
Year 2018 versus 2017
A comparative discussion of our operating income (loss), additional statement of operations commentary, and liquidity and
capital resources for the years ended December 31, 2018 and 2017 is set out in our Annual Report on Form 10-K for the
year ended December 31, 2018 under the heading “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Results of Operations - Year 2018 versus Year 2017.”
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The following table sets forth our operating income by segment, adjusted for the effects of certain costs, for the periods
indicated:
Technical Products
GAAP Operating Income
Restructuring, integration, and other costs
Pension and SERP-related adjustments
Impairment loss
Acquisition-related adjustments
Adjusted operating income
Fine Paper and Packaging
GAAP Operating Income
Idled paper machine costs
2012-15 indirect tax audit costs
Restructuring and other non-routine costs
Pension and SERP-related adjustments
Impairment loss
Insurance settlement
Adjusted operating income
Other/Unallocated Corporate
GAAP Operating Income
Restructuring and other non-routine costs
Pension and SERP-related adjustments
Impairment loss
Insurance settlement
Adjusted operating income
Consolidated
GAAP Operating Income
Idled paper machine costs
2012-15 indirect tax audit costs
Restructuring, integration, and other costs
Pension and SERP-related adjustments
Impairment loss
Acquisition-related adjustments
Insurance settlement
Adjusted operating income
YTD
2019
2018
$
$
$
$
$
$
$
$
44.6
0.3
(1.5)
—
—
43.4
53.2
4.7
0.7
0.3
—
—
—
58.9
$
$
$
$
(19.5) $
0.2
0.1
—
—
(19.2) $
78.3
4.7
0.7
0.8
(1.4)
—
—
—
83.1
$
$
50.9
1.0
0.4
1.1
(3.9)
49.5
29.4
—
—
(0.2)
0.4
24.4
(0.3)
53.7
(26.2)
1.3
1.0
5.6
(0.1)
(18.4)
54.1
—
—
2.1
1.8
31.1
(3.9)
(0.4)
84.8
In accordance with generally accepted accounting principles in the United States ("GAAP"), consolidated operating
income includes the pre-tax effects of an impairment loss, acquisition, integration and restructuring costs, pension plan
settlement and other costs, acquisition-related adjustments, and an insurance settlement. We believe that by adjusting
reported operating income to exclude the effects of these items, the resulting adjusted operating income is on a basis that
reflects the results of our ongoing operations. We believe that providing adjusted operating results will help investors gain
an additional perspective of underlying business trends and results. Adjusted operating income is not a recognized term
under GAAP and should not be considered in isolation or as a substitute for operating income derived in accordance with
36
GAAP. Other companies may use different methodologies for calculating their non-GAAP financial measures and,
accordingly, our non-GAAP financial measures may not be comparable to their measures.
Additional Statement of Operations Commentary:
•
•
•
•
SG&A expense of $98.6 million for the year ended December 31, 2019 was $2.7 million higher than 2018, as a result
of timing of certain costs. SG&A expense as a percentage of net sales for the year ended December 31, 2019
increased to 10.5 percent from 9.3 percent in 2018 due to lower sales.
For the years ended December 31, 2019 and 2018, we incurred $11.8 million and $13.0 million of interest expense,
respectively. During the year ended December 31, 2019, we made net repayments of $36.3 million under our Global
Revolving Credit Facilities resulting in only Euro-denominated borrowings (with lower interest rates compared to
USD-denominated borrowings) outstanding under these facilities as of December 31, 2019.
Income tax expense represented 17 percent and 9 percent of income from continuing operations before income taxes
for the years ended December 31, 2019 and 2018, respectively. In general, our effective tax rate differs from the U.S.
statutory tax rate primarily due to impacts of changes in the mix of earnings in taxing jurisdictions with differing
statutory rates, the impact of R&D and other tax credits, changes in tax laws and changes in corporate structure as a
result of business acquisitions and dispositions.
For the year ended December 31, 2019, our effective income tax rate related to continuing operations was 17 percent,
primarily due to the tax benefit of R&D tax credits generated during the year. For the year ended December 31, 2018,
our effective income tax rate related to continuing operations was 9 percent, primarily due to the reduction in the U.S.
federal tax rate from 35% to 21%. In addition, the effective tax rate was significantly reduced by the effects of the
$31.1 million impairment loss of the Brattleboro mill and associated research and office facilities (see Note 13 of
Notes to Consolidated Financial Statements, "Sale of Brattleboro Mill and Impairment Loss"), as similar sized
reconciling items had a larger percentage impact on lower pre-tax book income. Throughout 2018, we completed our
analysis of the Tax Act and recorded additional adjustments to reflect a measurement-period tax benefit of $0.9 million
related to the effects of the statutory corporate tax rate reduction and a measurement-period tax expense of $0.8
million from U.S. federal and state taxes on accumulated earnings and profits ("E&P") of its foreign subsidiaries.
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Liquidity and Capital Resources
Net cash flow provided by (used in):
Operating activities
Investing activities:
Capital expenditures
Proceeds from sale of property, plant and equipment
Other investing activities
Total investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
$
37
Year Ended December 31,
2019
2018
$
97.6
$
92.7
(21.4)
—
(1.9)
(23.3)
(75.2)
—
(0.9) $
(38.1)
5.0
(1.2)
(34.3)
(52.6)
(0.4)
5.4
Operating Cash Flow Commentary
•
Cash provided by operating activities of $97.6 million for the year ended December 31, 2019 was $4.9 million higher
than cash provided by operating activities of $92.7 million in the prior year. The increase in cash flows resulted
primarily from lower pension plan contributions, partly offset by lower cash earnings.
Investing Cash Flow Commentary:
•
•
•
For the years ended December 31, 2019 and 2018, cash used by investing activities was $23.3 million and $34.3
million, respectively. The decrease was primarily due to reduced capital spending in 2019. In addition, 2018 included
proceeds from the sale of Brattleboro mill.
Capital expenditures for the year ended December 31, 2019 were $21.4 million compared to spending of $38.1 million
in the prior year. Spending was lower in 2019 as a result of a large environmental project completed in 2018 at the
Company's filtration plant in Germany, and lower required spending in 2019 for most businesses.
Going forward, we expect aggregate annual capital expenditures to be within a range of approximately 2 to 4 percent
of net sales. We believe that this level of capital spending can be more than adequately funded from cash provided
from operating activities and allows us to maintain the efficiency and cost effectiveness of our assets while also
investing in expanded capabilities to successfully pursue strategic initiatives and deliver attractive returns.
Financing Cash Flow Commentary:
Our liquidity requirements are provided by cash generated from operations and short and long-term borrowings.
•
For the year ended December 31, 2019, cash used by financing activities was $75.2 million compared to cash used by
financing activities of $52.6 million for the prior year. The increase was due to higher net debt repayments of $38.1
million in 2019 compared to $12.8 million in prior year and higher dividends paid in 2019.
• We have the following short- and long-term borrowings:
Secured Bank Credit Facility
In December 2018, we entered into the Fourth Amended Credit Agreement. The Fourth Amended Credit Agreement,
among other things: (1) increased the maximum principal amount of our existing credit facility for the U.S. Revolving
Credit Facility to $150 million; (2) maintained the German Revolving Credit Facility in the maximum principal
amount of $75 million; (3) caused Neenah and the other domestic borrowers to guarantee, among other things, the
obligations arising under the German Revolving Credit Facility; (4) provides for the Global Revolving Credit Facilities
to mature on December 10, 2023; and (5) modifies the accordion feature permitting one or more increases in the
Global Revolving Credit Facilities in an aggregate principal amount not exceeding $125 million, such that the
aggregate commitments under the Global Revolving Credit Facilities do not exceed $350 million. In addition,
domestic borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount
not to exceed $20 million outstanding at any time, and German borrowers may request letters of credit under the
German Revolving Credit Facility in an aggregate face amount not to exceed $5 million outstanding at any time. The
variable interest rates on our revolving credit facility are based on LIBOR as a benchmark, exposing us to possible
changes in interest in the event that the method for determining LIBOR changes, LIBOR is replaced by an alternative
reference rate or LIBOR is phased out altogether. We will continue to monitor developments related to the LIBOR
transition and identification of an alternative reference rate. The impact related to any changes cannot be predicted at
this time. As of December 31, 2019, we had approximately $21.6 million of LIBOR-based debt. See Note 7 of Notes
to Consolidated Financial Statements, "Debt."
Unsecured Senior Notes
We have $175 million of 2021 Senior Notes. Proceeds from this offering were used to retire the remaining principal
amount of 2014 Senior Notes, to repay approximately $56 million in outstanding revolver borrowings under our bank
credit agreement and for general corporate purposes. See Note 7 of Notes to Consolidated Financial Statements,
"Debt."
38
Other Debt
The Second German Loan Agreement provides for € 9.0 million of construction financing which is secured by the melt
blown machine. The loan matures in September 2022 and principal is repaid in equal quarterly installments. At
December 31, 2019, € 3.1 million ($3.5 million, based on exchange rates at December 31, 2019) was outstanding under
the Second German Loan Agreement.
In May 2018, Neenah Germany entered into a project financing agreement for construction of a regenerative thermal
oxidizer (the "Third German Loan Agreement") to increase the capacity of the existing saturators and ensure
compliance with new European air emission standards. The agreement provides for € 5.0 million of financing and is
secured by the asset. The loan matures in September 2022 and principal is repaid in 13 equal quarterly installments
beginning in June 2019. The interest rate on amounts outstanding is 1.45 percent based on actual days elapsed in a
360-day year and is payable quarterly. In the fourth quarter 2018, we received a subsidy from the German government
of $0.9 million due to completion of the regenerative thermal oxidizer project. At December 31, 2019, € 3.3 million
($3.7 million, based on exchange rates at December 31, 2019) was outstanding under the Third German Loan
Agreement.
•
Availability under our revolving credit facility varies over time depending on the value of our inventory, receivables
and various capital assets. As of December 31, 2019, we had $21.6 million outstanding under our Revolver and $173.5
million of available credit (based on exchange rates at December 31, 2019).
• We have required debt payments through December 31, 2020 of $2.6 million on the Second and Third German Loan
Agreements.
•
•
For the year ended December 31, 2019, cash and cash equivalents decreased $0.9 million to $9.0 million at
December 31, 2019 from $9.9 million at December 31, 2018. Total debt decreased $38.3 million to $200.8 million at
December 31, 2019 from $239.1 million at December 31, 2018. Net debt (total debt minus cash and cash equivalents)
decreased by $37.4 million. Total debt was higher at December 31, 2018 due to higher borrowings under our revolving
credit facility.
As of December 31, 2019, our cash balance of $9.0 million consists of $2.7 million in the U.S. and $6.3 million held at
entities outside of the U.S. As of December 31, 2019, there were no restrictions regarding the repatriation of our non-
U.S. cash.
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Transactions with Shareholders
•
•
•
•
•
For the years ended December 31, 2019 and 2018, we paid quarterly cash dividends of $0.45 per common share or
$30.5 million annually and $0.41 per common share or $27.8 million annually, respectively.
In November 2019, our Board of Directors approved a 4 percent increase in the quarterly dividend rate on our
common stock to $0.47 per share, scheduled to be paid starting in March 2020.
In November 2019, our Board of Directors authorized a program for the purchase of up to $25 million of outstanding
common stock effective January 1, 2020 ("2020 Stock Purchase Plan"). The program does not require the Company to
purchase any specific number of shares and may be suspended or discontinued at any time. Purchases under the 2020
Stock Purchase Plan will be made from time to time in the open market or in privately negotiated transactions in
accordance with the requirements of applicable law. The timing and amount of any purchases will depend on share
price, market conditions and other factors. For the year ended December 31, 2019, we acquired approximately 79,676
shares of Common Stock at a cost of $4.9 million. For further details on our Stock Purchase Plans refer to Note 10 of
Notes to Consolidated Financial Statements, "Stockholders' Equity."
For the years ended December 31, 2019 and 2018, we acquired approximately 17,774 and 25,890 shares of Common
Stock, respectively, at a cost of $1.3 million and $1.5 million, respectively, for shares surrendered by employees to pay
taxes due on vested restricted stock awards and stock appreciation rights exercised. In addition, we received $0.0
million and $0.6 million in proceeds from the exercise of employee stock options for the years ended December 31,
2019 and 2018, respectively.
Under the most restrictive terms of the Fourth Amended and Restated Credit Agreement, we are permitted to pay cash
dividends on or repurchase shares of our common stock up to the amount available under the Fourth Amended and
Restated Credit Agreement, as long as our specified excess availability under the Fourth Amended and Restated Credit
39
Agreement exceeds the greater of (i) $25 million and (ii) 12.5% of our aggregate commitments under the Global
Revolving Credit Facilities (approximately $25 million as of December 31, 2019), on a pro forma basis after giving
effect to such dividend or stock repurchase (as the case may be). If our specified excess availability, on a pro forma
basis, is less tan the applicable threshold, we are subject to certain restrictions on the amount of cash dividends we are
permitted to declare and the amount of share repurchases we are permitted to execute. As of December 31, 2019, our
availability was $173.5 million, so this restriction did not apply. See our availability under the Fourth Amended and
Restated Credit Agreement in Note 7 of Notes to Consolidated Financial Statements, "Debt." Under the most
restrictive terms of the 2021 Senior Notes, we are permitted to pay cash dividends of up to $25 million in a calendar
year, but not permitted to repurchase shares of our common stock. However, as long as the net leverage ratio (net debt/
EBITDA) under the 2021 Senior Notes is below 2.5x, we can pay dividends or repurchase shares without limitation. In
the event the net leverage ratio exceeds 2.5x, we may still pay dividends in excess of $25 million or repurchase shares
by utilizing "restricted payment baskets" as defined in the indenture for the 2021 Senior Notes. As of December 31,
2019, since our leverage ratio was less than 2.5x, none of these covenants were restrictive to our ability to pay
dividends on or repurchase shares of our common stock.
Contractual Obligations
The following table presents the total contractual obligations for which cash flows are fixed or determinable as of
December 31, 2019:
(In millions)
2020
2021
2022
2023
2024
Beyond
2024
Total
Long-term debt payments
$
2.6
$
177.8
$
1.8
$
21.6
$
— $
— $
203.8
Interest payments on long-term
debt (a)
Open purchase orders (b)
Other post-employment
benefits (c)
Contributions to pension trusts
and other benefit obligations (d)
Minimum purchase
commitments (e)
Operating leases (f)
9.6
79.7
5.6
9.1
7.2
2.8
4.6
—
5.0
0.1
0.8
2.6
Total contractual obligations
$
116.6
$
190.9
$
_______________________
0.3
—
4.6
0.1
0.2
2.3
9.3
0.2
—
4.2
0.1
0.2
2.0
$
28.3
$
—
—
3.9
0.1
—
1.7
5.7
—
—
13.7
1.2
—
7.4
14.7
79.7
37.0
10.7
8.4
18.8
$
22.3
$
373.1
(a)
Interest payments on long-term debt includes interest on variable rate debt at December 31, 2019 weighted
average interest rates.
(b) The open purchase orders displayed in the table represent amounts we anticipate will become payable within the
next 12 months for goods and services that we have negotiated for delivery.
(c) The above table includes future payments that we will make for postretirement benefits other than pensions. Those
amounts are estimated using actuarial assumptions, including expected future service, to project the future
obligations.
(d) We expect to make aggregate contributions to qualified and nonqualified defined benefit pension trusts and to pay
pension benefits for unfunded pension plans of $9 million in 2020. The amount also includes estimated payments
of $0.1 million per year over 20 years for the withdrawal liability from PIUMPF. See Note 8 of Notes to
Consolidated Financial Statements, "Pension and Other Postretirement Benefits."
(e) The minimum purchase commitments in 2020 are primarily for raw material contracts. Although we are primarily
liable for payments on the above minimum purchase commitments, based on historic operating performance and
forecasted future cash flows, we believe our exposure to losses, if any, under these arrangements is not material.
(f) We adopted the ASU 2016-02, Leases (Topic 842) accounting standard in 2019 by recognizing the present value
of the lease payments above as right-of-use assets and corresponding lease liabilities on our consolidated balance
sheet. See Note 11 of Notes to Consolidated Financial Statements, "Leases."
40
Other Items
•
As of December 31, 2019, we had $21.0 million of U.S. federal and $7.5 million of U.S. state R&D Credits which, if
not used, will expire between 2031 and 2039 for the U.S. federal R&D Credits and between 2020 and 2034 for the
state R&D Credits. As of December 31, 2019, we had $44.1 million of state net operating losses (NOLs) which may be
used to offset state taxable income. The NOLs are reflected in the consolidated financial statements as a deferred
income tax asset of $2.7 million. If not used, substantially all of the NOLs will expire in various amounts between
2020 and 2039.
• Management believes that our ability to generate cash from operations and our borrowing capacity are adequate to
fund working capital, capital spending and other cash needs for the next 12 months. Our ability to generate adequate
cash from operations beyond 2019 will depend on, among other things, our ability to successfully implement our
business strategies, control costs in line with market conditions and manage the impact of changes in input prices and
currencies. We can give no assurance we will be able to successfully implement these items.
Adoption of New Accounting Pronouncements
See Note 2 of Notes to Consolidated Financial Statements, "Summary of Significant Accounting Policies — Recently
Adopted Accounting Standards" for a description of accounting standards adopted in the year ended December 31, 2019.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements in conformity with GAAP in the United States requires estimates and assumptions
that affect the reported amounts and related disclosures of assets and liabilities at the date of the financial statements and
net sales and expenses during the reporting period. Actual results could differ from these estimates, and changes in these
estimates are recorded when known. The critical accounting policies used in the preparation of the consolidated financial
statements are those that are important both to the presentation of financial condition and results of operations and require
significant judgments with regard to estimates used. These critical judgments relate to the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported amounts of expenses.
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The following summary provides further information about the critical accounting policies and should be read in
conjunction with the notes to the consolidated financial statements. We believe that the consistent application of our
policies provides readers of our financial statements with useful and reliable information about our operating results and
financial condition.
We have discussed the application of these critical accounting policies with our Board of Directors and Audit Committee.
Inventories
We value U.S. inventories at the lower of cost, using the last-in, first-out ("LIFO") method, or market. German and Dutch
inventories are valued at the lower of cost, using a weighted-average cost method, or net realizable value. The first-in, first-
out ("FIFO") value of U.S. inventories valued on the LIFO method was $102.2 million and $109.1 million at December 31,
2019 and 2018, respectively and exceeded such LIFO value by $8.9 million and $15.4 million, respectively. Cost includes
labor, materials and production overhead. Under the LIFO inventory valuation method, changes in the cost of raw materials
and production activities are recognized in cost of sales in the current period even though these materials and other costs
may have been incurred at significantly different values due to the length of time of our production cycle. Since we value
most of our inventory utilizing the LIFO inventory costing methodology, rapid changes in raw material costs have an
immediate impact on our operating results.
41
Income Taxes
Significant judgment is required in determining our global provision for income taxes and recording the related tax assets
and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax
determination is less than certain. Our effective income tax rates include the tax effects of certain special items, such as
R&D Credits, foreign tax rate differences, tax effects of foreign financing structures, changes in statutory tax rates and
excess tax benefits from stock compensation. While we believe that these judgments and estimates are appropriate and
reasonable under the circumstances, actual resolution of these matters may differ from recorded estimated amounts.
As of December 31, 2019 and 2018, our liability for uncertain income taxes positions was $7.8 million and $10.1 million,
respectively. The determination of our provision for income taxes requires considerable judgment, the use of estimates, and
the interpretation and application of complex tax laws. Significant judgment is also required in assessing the timing and
amounts of deductible and taxable items and the probability of sustaining uncertain tax positions. Uncertain tax positions
occur, and a resulting income tax liability is recorded when management concludes that an income tax position fails to
achieve a more likely than not recognition threshold. When this occurs, the amount of tax benefits recognized may differ
from the amount taken or expected to be taken on a tax return. These differences represent unrecognized tax benefits and
are reviewed at each reporting period based on facts, circumstances, available evidence and applicable laws. We recognize
interest and penalties, if any, related to uncertain tax positions as a component of the provision for income taxes.
Pension and Other Postretirement Benefits
Consolidated pension expense related to continuing operations for defined benefit pension plans was $3.7 million, $7.7
million and $7.0 million for the years ended December 31, 2019, 2018 and 2017, respectively. See Note 8, "Pension and
Other Postretirement Benefits" for components of net periodic benefit cost. Accounting for defined benefit pension plans
requires various assumptions, including, but not limited to, discount rates, expected long-term rates of return on plan assets,
future compensation growth rates and mortality rates. Accounting for our postretirement benefit plans also requires various
assumptions, which include, but are not limited to, discount rates and annual rates of increase in the per capita costs of
health care benefits.
The following chart summarizes the more significant assumptions used in the actuarial valuation of our defined benefit
plans for each of the past three years:
Pension plans
Weighted average discount rate for benefit expense
Weighted average discount rate for benefit obligation
Expected long-term rate on plan assets
Rate of compensation increase for benefit expense
Postretirement benefit plans
Weighted average discount rate for benefit expense
Weighted average discount rate for benefit obligation
Health care cost trend rate assumed for next year
Ultimate cost trend rate
Year that the ultimate cost trend rate is reached
2019
2018
2017
3.78% 3.65% 4.18%
2.98% 3.94% 3.49%
5.91% 5.78% 6.31%
2.33% 2.44% 2.49%
3.84% 3.42% 3.89%
2.68% 3.84% 3.27%
6.10% 6.80% 6.80%
4.50% 4.50% 4.50%
2037
2037
2037
The discount (or settlement) rate that is utilized for determining the present value of future pension obligations in the U.S.
is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the market place,
whose duration matches the timing of expected pension benefit payments. The discount (or settlement) rate that is utilized
for determining the present value of future pension obligations in Germany is generally based on the IBOXX index of AA-
rated corporate bonds adjusted to match the timing of expected pension benefit payments.
The expected long-term rate of return on pension fund assets held by our pension trusts was determined based on several
factors, including input from pension investment consultants and projected long-term returns of broad equity and bond
indices. We also considered the plans' historical 10-year and 15-year compounded annual returns. We evaluate our
investment strategy and long-term rate of return on pension asset assumptions at least annually.
42
For the years ended December 31, 2019, 2018 and 2017, consolidated postretirement health care and life insurance plan
benefit expense was $3.6 million, $3.1 million and $2.7 million, respectively. The discount (or settlement) rate that is
utilized for determining the present value of future postretirement health care and life insurance plan benefit obligations in
the U.S. is generally based on the yield for a theoretical basket of AA-rated corporate bonds currently available in the
market place, whose duration matches the timing of expected postretirement health care and life insurance benefit
payments. The discount (or settlement) rate that is utilized for determining the present value of future postretirement health
care and life insurance obligations for our foreign benefit plans is generally based on an index of AA-rated corporate bonds
adjusted to match the timing of expected benefit payments.
We evaluate these assumptions at least once each year or as facts and circumstances dictate and we make changes as
conditions warrant. Changes to these assumptions will increase or decrease our reported net periodic benefit expense,
which will result in changes to the recorded benefit plan assets and liabilities.
Useful Life and Impairment of Long-Lived Assets
Property, Plant and Equipment
For financial reporting purposes, depreciation is principally computed on the straight-line method over estimated useful
asset lives. The weighted average remaining useful lives for buildings, land improvements and machinery and equipment
are approximately 19 years, 19 years and 10 years respectively. We also use units-of-production method of depreciation for
the U.S. transportation filtration production assets with a gross book value of $69.3 million, which reflects the nature of the
assets' utilization.
Property, plant and equipment are tested for impairment in accordance with ASC Topic 360, Property, Plant, and
Equipment ("ASC Topic 360"), whenever events or changes in circumstances indicate that the carrying amounts of such
long-lived assets may not be recoverable from future net pre-tax cash flows. Impairment testing requires significant
management judgment including estimating the future success of product lines, future sales volumes, growth rates for
selling prices and costs, alternative uses for the assets and estimated proceeds from disposal of the assets. Impairment
testing is conducted at the lowest level where cash flows can be measured and are independent of cash flows of other
assets. An asset impairment would be indicated if the sum of the expected future net pre-tax cash flows from the use of the
asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would
be measured based on the difference between the fair value of the asset and its carrying amount. We determine fair value
based on an expected present value technique using multiple cash flow scenarios that reflect a range of possible outcomes
and a risk free rate of interest are used to estimate fair value.
The estimates and assumptions used in the impairment analysis are consistent with the business plans and estimates we use
to manage our business operations. The use of different assumptions would increase or decrease the estimated fair value of
the asset and would increase or decrease the impairment charge. Actual outcomes may differ from the estimates.
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There was no impairment indicated as of December 31, 2019.
Goodwill and Other Intangible Assets with Indefinite Lives
We test goodwill for impairment at least annually in conjunction with preparation of Neenah's annual business plan, or
more frequently if events or circumstances indicate it might be impaired.
We tested goodwill for impairment as of November 30, 2019 under ASC Topic 350, Intangibles — Goodwill and Other.
We elected the option under ASC Topic 350, Intangibles — Goodwill and Other, to perform a qualitative assessment of our
reporting units to determine whether further impairment testing is necessary. In this qualitative assessment, we considered
the following items for each of the reporting units: macroeconomic conditions, industry and market conditions, overall
financial performance and other entity specific events. In addition, for each of these reporting units, the most recent fair
value determination results in an amount that exceeds the carrying amount of the reporting units. Based on these
assessments, we determined that the likelihood that a current fair value determination would be less than the current
carrying amount of the reporting unit is not more likely than not. As of November 30, 2019, no impairment was indicated.
Other Intangible Assets
Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with
indefinite lives are annually reviewed for impairment in accordance with ASC Topic 350.
43
Acquired intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated
useful lives, and reviewed for impairment in accordance with ASC Topic 360. Intangible assets consist primarily of
customer relationships, trade names and acquired intellectual property. Such intangible assets are amortized using the
straight-line method over estimated useful lives of between 10 and 15 years.
Our annual test of other intangible assets for impairment at November 30, 2019, 2018 and 2017 indicated that the carrying
amount of such assets was recoverable.
Acquisition Accounting
We account for acquisitions under ASC Topic 805, which requires companies to record assets acquired and liabilities
assumed at their respective fair market values at the date of acquisition. The accounting for acquisitions involves a
considerable amount of judgment and estimate, including the fair value of certain forms of consideration; fair value of
acquired intangible assets involving projections of future revenues and cash flows that are then either discounted at an
estimated discount rate or measured at an estimated royalty rate; fair value of other acquired assets and assumed liabilities,
including potential contingencies; and the useful lives of the acquired assets. The assumptions used are determined at the
time of the acquisition in accordance with accepted valuation models. Projections are developed using internal forecasts,
available industry and market data and estimates of long-term rates of growth for our business. The impact of prior or
future acquisitions on our financial position or results of operations may be materially impacted by the change in or initial
selection of assumptions and estimates. Refer to Note 4, “Acquisitions”, of Notes to Consolidated Financial Statements
included elsewhere in this Annual Report for further discussion of business combination accounting valuation methodology
and assumptions.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a multinational enterprise, we are exposed to risks such as changes in commodity prices, foreign currency exchange
rates, interest rates and environmental regulation. A variety of practices are employed to manage these risks, including
operating and financing activities.
Presented below is a description of our most significant risks.
Foreign Currency Risk
Our reported operating results are affected by changes in the exchange rates of the local currencies of our non-U.S.
operations relative to the U.S. dollar. For the year ended December 31, 2019, a hypothetical 10 percent strengthening of the
U.S dollar relative to the local currencies of our non-U.S. operations would have decreased our income before income
taxes by approximately $3.8 million. We do not hedge our exposure to exchange risk on reported operating results.
The translation of the balance sheets of our non-U.S. operations from their local currencies into U.S. dollars is also
sensitive to changes in the exchange rate of the U.S. dollar. Consequently, we performed a sensitivity test to determine if
changes in the exchange rate would have a significant effect on the translation of the balance sheets of our non-U.S.
operations into U.S. dollars. These translation gains or losses are recorded as unrealized translation adjustments ("UTA", a
component of accumulated other comprehensive income (loss) within stockholders' equity). The hypothetical change in
UTA is calculated by multiplying the net assets of our non-U.S. operations by a 10 percent change in the exchange rate of
their local currencies compared to the U.S. dollar. As of December 31, 2019, the net assets of our non-U.S. operations
exceeded their net liabilities by approximately $207 million. As of December 31, 2019, a 10 percent strengthening of the
U.S. dollar relative to the local currencies of our non-U.S. operations would have decreased our stockholders' equity by
approximately $21 million.
44
Commodity Risk
Pulp
We purchase the wood pulp used to produce our products on the open market, and, as a result, the price and other terms of
those purchases are subject to change based on factors such as worldwide supply and demand and government regulation.
We do not have significant influence over the price paid for our wood pulp purchases. Therefore, an increase in wood pulp
prices could adversely affect earnings if prices for our products are not increased or if such increases significantly trail the
increases in wood pulp prices.
Based on our current quantity of pulp purchases, a $100 per ton increase in the average market price for pulp would have
increased our annual costs for pulp by approximately $23 million.
Other Manufacturing Inputs
We purchase a substantial portion of the other manufacturing inputs necessary to produce our products on the open market,
and, as a result, the price and other terms of those purchases are subject to change based on factors such as worldwide
supply and demand and government regulation. We do not have significant influence over our costs for such manufacturing
inputs. Therefore, an increase in manufacturing inputs could adversely affect earnings if prices for our products are not
increased or if such increases significantly trail the increases in manufacturing inputs.
Our technical products business acquires certain of its specialized pulp requirements from two global suppliers and certain
critical specialty latex grades from a limited number of suppliers. In general, these supply arrangements are covered by
formal contracts and represent multi-year business relationships that have historically been sufficient to meet our needs. We
expect these relationships to continue to operate in a satisfactory manner in the future. In the event of an interruption of
production at any one supplier, we believe that each of these suppliers individually would be able to satisfy our short-term
requirements for specialized pulp or specialty latex. In the event of a long-term disruption in our supply of specialized pulp
or specialty latex, we believe we would be able to substitute other pulp grades or other latex grades that would allow us to
meet required product performance characteristics and incur only a limited disruption in our production. As a result, we do
not believe that the substitution of such alternative pulp or latex grades would have a material effect on our operations.
We have the ability to generate substantially all of the electrical energy used by our Munising mill and approximately 25
percent of the electrical energy at our Appleton and Bruckmühl mills. Availability of energy is not expected to be a problem
in the foreseeable future, but the purchase price of such energy can and likely will fluctuate significantly based on
fluctuations in demand and other factors. There is no assurance that that we will be able to obtain electricity or natural gas
purchases on favorable terms in the future.
Except for certain specialty latex grades and specialty pulps used by our technical products business, we are not aware of
any significant concentration of business transacted with a particular supplier.
Our transportation costs are affected by various market factors as previously discussed under Item 1A, "Risk Factors." We
do not have significant influence over our transportation prices. Therefore, an increase in transportation costs could
adversely affect earnings if prices for our products are not increased or if such increases significantly trail the increases in
transportation costs.
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Interest Rate Risk
We are exposed to interest rate risk on our variable rate bank debt. At December 31, 2019, we had $21.6 million of variable
rate borrowings outstanding. A 100 basis point increase in interest rates would increase our annual interest expense on
outstanding variable rate borrowings by approximately $0.2 million.
We believe these risks can be managed and will not have a material effect on our business or our consolidated financial
position, results of operations or cash flows.
45
Item 8. Financial Statements and Supplementary Data
The information required in Item 8 is contained in and incorporated herein by reference from pages F-1 through F-55 of
this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15
(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this
report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the
end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing
and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the
Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as
defined in Rules 13a-15(f) or 15a-15(f) under the Securities Exchange Act of 1934. The Company's internal control over
financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the
preparation and fair presentation of published financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31,
2019. The scope of management's assessment of the effectiveness of internal control over financial reporting includes all of
the Company's businesses for the year ended December 31, 2019. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —
Integrated Framework (2013). Based upon its assessment, management believes that as of December 31, 2019, the
Company's internal controls over financial reporting were effective.
The effectiveness of internal control over financial reporting as of December 31, 2019, has been audited by Deloitte &
Touche LLP, the independent registered public accounting firm who also audited our consolidated financial statements.
Deloitte & Touche's attestation report on the Company's internal control over financial reporting is included herein. See
Item 15, "Exhibits and Financial Statement Schedule."
Neenah, Inc.
February 21, 2020
46
Changes in Internal Control Over Financial Reporting
There has been no significant change in the Company's internal control over financial reporting during the three months
ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The information required to be set forth herein, except for the information included under Executive Officers of the
Company below, relating to nominees for director of Neenah and compliance with Section 16(a) of the Securities Exchange
Act of 1934 is set forth under the captions "Election of Directors", "Meetings and Committees of the Board of Directors",
"Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance", respectively, in the Proxy
Statement for the Annual Meeting of Stockholders ("Annual Meeting") to be held on May 21, 2020. Such information is
incorporated herein by reference. The definitive Proxy Statement will be filed with the Securities and Exchange
Commission no later than 120 days after December 31, 2019.
Executive Officers of the Company
Set forth below is information concerning our executive officers.
Name
John P. O'Donnell
Julie A. Schertell
Bonnie C. Lind
Byron J. Racki
Ronald J. Lane
Noah S. Benz
President, Chief Executive Officer and Director
Senior Vice President, Chief Operating Officer
Position
Senior Vice President, Chief Financial Officer and Treasurer
Senior Vice President, Sales and Marketing
Senior Vice President, Operations
Senior Vice President, General Counsel and Secretary
Larry N. Brownlee
Vice President, Controller and Principal Accounting Officer
John P. O'Donnell, born in 1960, is President and Chief Executive Officer and serves as a Director. He has been in that role
since May 2011. Prior to becoming President and Chief Executive Office, Mr. O'Donnell served as our Senior Vice
President, Chief Operating Officer since June 2010. In November 2007, Mr. O'Donnell joined Neenah as President, Fine
Paper. Mr. O'Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior
roles in the Consumer Products division. Mr. O'Donnell served as President of the North America Retail Business from
2004 through 2007, and as President of the North American Commercial Tissue business from 2002 through 2004.
Julie A. Schertell, born in 1969, is Senior Vice President, Chief Operating Officer, and has been in that role since January
2020. Ms. Schertell joined Neenah in 2008 and served as Vice President of Sales and Marketing for the Fine Paper division
through December 2010, as a Senior Vice President and President, Fine Paper and Packaging through September 2018, and
as a Senior Vice President and President, Technical Products through December 2019. Ms. Schertell was employed by
Georgia-Pacific Corporation in the Consumer Products Retail division, where she served as Vice President of Sales
Strategy from 2007-2008, and as Vice President of Customer Solutions from 2003 through 2007.
Bonnie C. Lind, born in 1958, is Senior Vice President, Chief Financial Officer and Treasurer and has been in that role
since June 2004. Ms. Lind was an employee of Kimberly-Clark from 1982 until 2004, holding a variety of increasingly
senior financial and operations positions. From 1999 until June 2004, Ms. Lind served as the Assistant Treasurer of
Kimberly-Clark and was responsible for managing global treasury operations. Prior to that, she was Director of Kimfibers
with overall responsibility for the sourcing and distribution of pulp to Kimberly-Clark's global operations.
Byron J. Racki, born in 1977, is Senior Vice President of Sales and Marketing, and has been in that role since January
2020. Mr. Racki joined the Company in 2006 and has served in areas of increasing responsibility including Vice President
of Sales and Marketing for Fine Paper in 2012 and 2013, Vice President of Sales and Marketing, Performance Materials
(Specialty Products) in 2014 through 2016, Senior Vice President and President, Performance Materials in 2017 and 2018
and Senior Vice President and President, Fine Paper and Packaging through December 2019. Prior to joining Neenah, Mr.
Racki was employed by Kimberly-Clark in the Family Care division in various finance positions.
Ronald J. Lane, born in 1966, is Senior Vice President of Operations, and has been in that role since July 2019. Prior to
joining the Company, Mr. Lane was employed by Aleris Corporation, where he served as Senior Vice President of Global
48
Manufacturing since 2015. Prior to this, Mr. Lane served in various operational leadership roles with National Starch &
Chemical Company and Cytec Industries Incorporated.
Noah S. Benz, born in 1973, is Senior Vice President, General Counsel and Secretary and has been in that role since August
2018. Mr. Benz served as Neenah’s Vice President, Deputy General Counsel and Assistant Secretary from 2010 through
2018 and Associate General Counsel from 2005 through 2010. Prior to his employment with Neenah, Mr. Benz served as
Associate General Counsel for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company. Mr.
Benz engaged in the private practice of law with Nelson, Mullins, Riley & Scarborough and Chamberlain Hrdlicka from
1998 through 2003. Mr. Benz received his JD, with honors, from the Emory University School of Law in 1998.
Larry N. Brownlee, born in 1956, is Vice President, Controller and Principal Accounting Officer and has been in that role
since July 2004. From 1990 to 2004, Mr. Brownlee served as Controller of several public companies in the electric utility,
telephone and healthcare industries. From 1979 to 1990, Mr. Brownlee was with Arthur Andersen & Co. and provided audit
services to clients primarily in the manufacturing, utility and healthcare industries. Mr. Brownlee is a Certified Public
Accountant and received his Masters of Accountancy from the University of Georgia in 1979.
On February 11, 2020, Neenah announced that its Board of Directors has approved an executive succession plan under
which John P. O'Donnell will retire as President, Chief Executive Officer and as a member of the Board, effective as of the
Company's 2020 Annual Meeting on May 21, 2020. Julie A. Schertell will succeed Mr. O'Donnell as President and Chief
Executive Officer on May 21, 2020. Ms. Schertell was appointed to the Board of Directors, effective immediately, and will
stand for re-election at the 2020 Annual Meeting.
There are no family relationships among our directors or executive officers.
Code of Ethics
The Neenah, Inc. Code of Business Conduct and Ethics, applies to all directors, officers and employees of Neenah. The
Code of Business Conduct and Ethics meets the requirements of a "code of ethics" as defined by Item 406 of Regulation S-
K, and applies to our Chief Executive Officer, Chief Financial Officer (our principal financial officer) and Vice President,
Controller (our principal accounting officer), as well as all other employees, as indicated above. The Code of Business
Conduct and Ethics also meets the requirements of a code of conduct under New York Stock Exchange listing standards.
The Code of Business Conduct and Ethics is posted on our web site at www.neenah.com under the links "Investor
Relations — Corporate Governance — Code of Ethics" and print copies are available upon request without charge. You can
request print copies by contacting our General Counsel in writing at Neenah, Inc., 3460 Preston Ridge Road, Suite 600,
Alpharetta, Georgia 30005 or by telephone at 678-566-6500. We intend to disclose any amendments to the Code of
Business Conduct and Ethics, as well as any waivers for executive officers or directors, on our web site at
www.neenah.com. Information on our web site is not incorporated by reference in this document.
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Item 11. Executive Compensation
Information relating to executive compensation and other matters is set forth under the captions "Compensation,
Discussion and Analysis", "Additional Executive Compensation", "Director Compensation", and "Compensation
Committee Report" in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information relating to ownership of common stock of Neenah by certain persons is set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" in the Proxy Statement referred to in Item 10 above. Such
information is incorporated herein by reference. Information regarding securities authorized for issuance under equity
compensation plans of Neenah is set forth under the caption "Equity Compensation Plan Information" in the Proxy
Statement referred to in Item 10 above. Such information is incorporated herein by reference.
49
Item 13. Certain Relationships and Related Transactions and Director Independence
Information relating to existing or proposed relationships or transactions between Neenah and any affiliate of Neenah is set
forth under the caption "Certain Relationships and Related Transactions" in the Proxy Statement referred to in Item 10
above. Such information is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information relating to Neenah's principal accounting fees and services is set forth under the caption "Independent
Registered Public Accounting Firm Fees and Services" in the Proxy Statement referred to in Item 10 above. Such
information is incorporated herein by reference.
50
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PART IV
Item 15. Exhibits and Financial Statement Schedule
(a) Documents filed as part of this report:
1. Consolidated Financial Statements
The following reports and financial statements are filed herewith on the pages indicated:
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement schedule
The following schedule is filed herewith:
Schedule II — Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.
3. Exhibits
See (b) below
(b) Exhibits
The following exhibits are filed with or incorporated by reference in this report. Where such filing is made by
incorporation by reference to a previously filed registration statement or report, such registration statement or report is
identified in parentheses. We will furnish any exhibit at no cost upon written request to us at: Investor Relations,
Neenah, Inc., 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005.
Exhibit
Number
2.1
Interest Purchase Agreement by and among ASP FiberMark Holdings, LLC, ASP FiberMark, LLC, Neenah
FMK Holdings, LLC and Neenah Paper, Inc. dated as of July 16, 2015 (filed as Exhibit 2.1 to the Neenah
Paper, Inc. Quarterly Report on Form 10-Q for the three months ended September 30, 2015, filed
November 9, 2015 and incorporated herein by reference).
Exhibit
2.2
Asset Purchase Agreement, by and among Neenah Paper, Inc., Wausau Paper Corp. and Wausau Paper
Mills, LLC, dated as of December 7, 2011 (filed as Exhibit 2.1 to the Neenah Paper, Inc. Current Report on
Form 8-K filed January 31, 2012 and incorporated herein by reference).
51
Exhibit
Number
2.30 +
3.1
3.2
3.3
4.1
4.2
4.3
10.1
10.3*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Exhibit
Securities Purchase Agreement by and among Crane Technical Materials, Inc., Crane & Co., Inc., Neenah
Paper, Inc. and Neenah Filtration, LLC dated as of June 2, 2014 (filed as Exhibit 2.1 to the Neenah Paper, Inc.
Quarterly Report on Form 10-Q for the three months ended June 30, 2014, filed August 7, 2014) (confidential
treatment has been granted for certain portions of this exhibit pursuant to a Confidential Treatment Request
filed with the Securities Exchange Commission).
Amended and Restated Certificate of Incorporation of Neenah Paper, Inc. (filed as Exhibit 3.1 to the Neenah
Paper, Inc. Current Report on Form 8-K filed November 30, 2004 and incorporated herein by reference).
Second Amended and Restated Bylaws of Neenah, Inc. (filed as Exhibit 3.2 to the Neenah, Inc. Current
Report on Form 8-K filed January 3, 2018 and incorporated herein by reference).
Certificate of Ownership & Merger merging Neenah, Inc. into Neenah Paper, Inc., dated December 11, 2017
(filed as Exhibit 3.3 to the Neenah, Inc. Annual Report on Form 10-K for the year ended December 31, 2017,
filed February 23, 2018 and incorporated herein by reference).
Indenture dated as of May 23, 2013, by and among the Company, the Guarantors named therein, and the 2021
Notes Trustee filed as Exhibit 4.1 to the Neenah Paper, Inc. Current Report on Form 8-K, filed May 24, 2013
and incorporated herein by reference).
Form of Notation of Subsidiary Guarantee (included as Exhibit E to Exhibit 4.1).
Description of the Company's Securities (filed herewith)
Tax Sharing Agreement dated as of November 30, 2004 by and between Kimberly-Clark Corporation and
Neenah Paper, Inc. (filed as Exhibit 10.2 to the Neenah Paper, Inc. Current Report on Form 8-K filed
November 30, 2004 and incorporated herein by reference).
Neenah Paper Supplemental Pension Plan (filed as Exhibit 10.5 to the Neenah Paper, Inc. Annual Report on
Form 10-K for the year ended December 31, 2012, filed March 7, 2013 and incorporated herein by reference).
First Amendment to Neenah Paper Supplemental Pension Plan (filed as Exhibit 10.31 to the Neenah Paper,
Inc. Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 4, 2014 and
incorporated herein by reference).
Neenah Paper Amended and Restated Supplemental Retirement Contribution Plan, effective as of January 1,
2016 (filed as Exhibit 10.5 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended
December 31, 2016, filed on February 24, 2017 and incorporated herein by reference).
Neenah Paper Executive Severance Plan (filed as Exhibit 10.7 to the Neenah Paper, Inc. Annual Report on
Form 10-K for the year ended December 31, 2012, filed March 7, 2013 and incorporated herein by reference).
First Amendment to Neenah Paper Executive Severance Plan (filed as Exhibit 10.33 to the Neenah Paper, Inc.
Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 4, 2014 and incorporated
herein by reference).
Neenah Paper, Inc. Amended and Restated 2004 Omnibus Stock and Incentive Compensation Plan (filed as
Annex A to the Neenah Paper, Inc. Definitive Proxy Statement on Schedule 14A filed April 12, 2013 and
incorporated herein by reference).
Neenah Paper Deferred Compensation Plan approved on December 11, 2006 (filed as Exhibit 10.21 to the
Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2012, filed March 7, 2013
and incorporated herein by reference).
10.10*
Neenah Paper Directors' Deferred Compensation Plan approved on December 11, 2006. (filed as
Exhibit 10.22 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended December 31, 2012,
filed March 7, 2013 and incorporated herein by reference).
10.11 + Third Amended and Restated Credit Agreement dated December 18, 2014 by and among Neenah Paper, Inc.,
certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders
(filed as Exhibit 10.31 to the Neenah Paper, Inc. Annual Report on Form 10-K for the year ended
December 31, 2014, filed February 27, 2015 and incorporated herein by reference) (confidential treatment has
been granted for certain portions of this exhibit pursuant to a Confidential Treatment Request filed with the
Securities Exchange Commission).
10.12
10.13
First Amendment, dated as of July 28, 2016, to the Third Amended and Restated Credit Agreement dated
December 18, 2014 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 99.1 to the Neenah Paper, Inc. Current
Report on Form 8-K, filed August 2, 2016 and incorporated herein by reference).
Second Amendment, dated as of December 13, 2016, to the Third Amended and Restated Credit Agreement
dated December 18, 2014 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed
therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 99.1 to the Neenah Paper,
Inc. Current Report on Form 8-K, filed December 16, 2016 and incorporated herein by reference).
52
Exhibit
Number
10.14
10.15
10.16*
10.17*
10.18
10.19
10.20*
10.21*
10.22*
10.23*
21
23
24
31.1
31.2
32.1
32.2
Exhibit
Third Amendment, dated as of August 30, 2017, to the Third Amended and Restated Credit Agreement dated
December 18, 2014 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.1 to the Neenah Paper, Inc.
Quarterly Report on Form 10-Q, filed November 8, 2017 and incorporated herein by reference).
Fourth Amendment, dated as of December 14, 2017, to the Third Amended and Restated Credit Agreement
dated December 18, 2014 by and among Neenah Paper, Inc., certain of its subsidiaries, the lenders listed
therein and JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.16 to the Neenah, Inc.
Annual Report on Form 10-K for the year ended December 31, 2017, filed February 23, 2018 and
incorporated herein by reference).
Amended and Restated Neenah Executive Severance Plan (filed as Exhibit 10.1 to the Neenah, Inc. Current
Report on Form 8-K filed on April 25, 2017 and incorporated herein by reference)
Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan (filed as Appendix A to the Neenah, Inc.
Definitive Proxy Statement on Schedule 14A filed on April 13, 2018 and incorporated herein by reference)
Fourth Amended and Restated Credit Agreement dated December 10, 2018 by and among Neenah, Inc.,
certain of its subsidiaries, the lenders listed therein and JPMorgan Chase Bank, N.A., as agent for the Lenders
(filed as Exhibit 10.19 to the Neenah, Inc. Annual Report on Form 10-K filed on February 22, 2019 and
incorporated herein by reference)
First Amendment, dated as of February 28, 2019, to the Fourth Amended and Restated Credit Agreement
dated December 10, 2018 by and among Neenah, Inc., certain of its subsidiaries, the lenders listed therein and
JPMorgan Chase Bank, N.A., as agent for the Lenders (filed as Exhibit 10.1 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed May 3, 2019 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (retirement) (filed as Exhibit 99.3 to the Neenah, Inc.
Current Report on Form 8-K, filed February 1, 2019 and incorporated herein by reference)
Form of Performance Share Unit Award Agreement (filed as Exhibit 10.1 to the Neenah, Inc. Quarterly
Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (A - standard award) (filed as Exhibit 10.2 to the Neenah,
Inc. Quarterly Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)
Form of Restricted Stock Unit Award Agreement (B - standard award) (filed as Exhibit 10.3 to the Neenah,
Inc. Quarterly Report on Form 10-Q, filed August 7, 2019 and incorporated herein by reference)
List of Subsidiaries of Neenah, Inc. (filed herewith).
Consent of Deloitte & Touche LLP (filed herewith)
Power of Attorney (filed herewith)
Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (filed herewith).
Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act
(filed herewith).
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith).
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
and Section 1350 of Chapter 63 of Title 18 of the United States Code (filed herewith).
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101.INS XBRL Instance Document (filed herewith).
101.SC
H
XBRL Taxonomy Extension Schema Document (filed herewith).
101.CA
L
101.DE
F
101.LA
B
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
XBRL Taxonomy Extension Label Linkbase Document (filed herewith).
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
_______________________
*
Indicates management contract or compensatory plan or arrangement.
53
+
Pursuant to a confidential treatment request portions of this exhibit have been furnished separately to the
Securities and Exchange Commission.
(c) Financial Statement Schedule
See Item 15(a) (2) above
Item 16. Form 10-K Summary
None.
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Neenah, Inc.
By:
/s/ JOHN P. O'DONNELL
Name:
Title:
John P. O'Donnell
President, Chief Executive Officer and
Director (in his capacity as a duly
authorized officer of the Registrant and in
his capacity as Chief Executive Officer)
February 21, 2020
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ JOHN P. O'DONNELL
John P. O'Donnell
/s/ JULIE A. SCHERTELL
Julie A. Schertell
/s/ BONNIE C. LIND
Bonnie C. Lind
/s/ LARRY N. BROWNLEE
Larry N. Brownlee
President, Chief Executive Officer and
Director (Principal Executive Officer)
Senior Vice President, Chief Operating
Officer and Director
Senior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer)
Vice President, Controller (Principal
Accounting Officer)
/s/ WILLIAM M. COOK*
Chairman of the Board and Director
William M. Cook
/s/ DONNA M. COSTELLO* Director
Donna M. Costello
/s/ MARGARET S. DANO*
Director
Margaret S. Dano
/s/ TIMOTHY S. LUCAS*
Director
Timothy S. Lucas
/s/ PHILIP C. MOORE*
Director
Philip C. Moore
/s/ TONY R. THENE*
Director
Tony R. Thene
/s/ STEPHEN M. WOOD*
Director
Stephen M. Wood
*By:
/s/ NOAH S. BENZ
Noah S. Benz
Senior Vice President, General
Counsel and Secretary
Attorney-in-fact
55
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February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
February 21, 2020
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Neenah, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Neenah, Inc. and subsidiaries (the “Company”) as of
December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control - Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended
December 31, 2019, of the Company and our report dated February 21, 2020, expressed an unqualified opinion on those
consolidated financial statements and financial statement schedule.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 21, 2020
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Neenah, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Neenah, Inc. and subsidiaries (the "Company") as of
December 31, 2019 and 2018, the related consolidated statements of operations, comprehensive income, changes in
stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2019, and the related
notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2019, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 21, 2020, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Income Taxes - Recognition and Measurement of Uncertain Tax Positions - Refer to Notes 2 and 6 to the
consolidated financial statements
Critical Audit Matter Description
The Company evaluates uncertain tax positions and amounts are recognized when it is more likely than not that the
position will be sustained upon examination. Once the recognition threshold is met, the Company records the amount that
is estimated to be more likely than not realized. The Company establishes a reserve for uncertain tax positions that do not
meet this threshold. Judgment is required to evaluate each uncertain tax position to determine whether the more likely than
not recognition thresholds have been met. Amounts recorded for uncertain tax positions as of December 31, 2019 were
approximately $7.8 million, primarily related to research and development (“R&D”) tax credits.
F-3
Given the complexities of the tax laws and regulations and the subjectivity of the amounts to be realized, performing
procedures to audit management’s estimates for the recognition and measurement of uncertain tax positions involved a high
degree of judgment and an increased extent of effort, including the need to include our income tax specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the recognition and measurement of uncertain tax positions included the following, among
others:
• We tested the effectiveness of controls over the Company’s recognition and measurement of the uncertain tax
positions, such as controls over the identification and evaluation of the relevant tax laws and regulations, the
evaluation of subjective estimates of amounts to be realized and the supervision of third-party income tax
specialists.
• We evaluated, with the assistance of our tax specialists, a selection of underlying tax positions to evaluate the
more likely than not principle as it applied to the specific underlying tax position.
• We evaluated, with the assistance of our income tax specialists, including those with expertise in R&D tax credits,
the appropriateness of the Company’s recognition of uncertain tax positions by performing the following:
◦
◦
◦
◦
Obtaining management and third-party opinions or memoranda regarding the analysis of uncertain tax
positions and identifying the key judgments and evaluating whether the analysis was consistent with our
interpretation of the relevant laws and regulations.
Reviewing relevant tax laws, regulations, interpretive guidance and the Company’s positions regarding its
R&D tax credits. With respect to the measurement of the amount of uncertain tax positions to be recorded,
our income tax specialists also assisted in evaluating the appropriateness of the Company’s estimates,
including review of Company history and assumptions as well as data from external sources for relevance and
consistency.
Evaluating the matters raised by tax authorities in former and ongoing tax audits and considering the
implications of these matters on open tax years.
Assessing changes and interpretation of applicable tax law.
/s/ Deloitte & Touche LLP
Atlanta, Georgia
February 21, 2020
We have served as the Company's auditor since 2003.
F-4
NEENAH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except share and per share data)
Year Ended December 31,
2019
2018
2017
$
938.5
$
1,034.9
$
755.1
183.4
98.6
6.2
(1.4)
—
—
—
1.7
78.3
11.8
—
66.5
11.1
55.4
—
851.5
183.4
95.9
2.1
1.8
31.1
(3.9)
(0.4)
2.7
54.1
13.0
—
41.1
3.9
37.2
(0.8)
36.4
2.20
(0.05)
2.15
2.17
(0.05)
2.12
$
$
$
$
$
979.9
779.7
200.2
95.3
1.3
0.6
—
—
(3.2)
1.9
104.3
12.7
(0.1)
91.7
11.4
80.3
—
80.3
4.74
—
4.74
4.68
—
4.68
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Net sales
Cost of products sold
Gross profit
Selling, general and administrative expenses
Restructuring, integration and other costs
Pension and SERP-related adjustments (Note 8)
Impairment loss (Note 13)
Acquisition-related adjustments (Note 4)
Insurance settlement
Other expense, net
Operating income
Interest expense
Interest income
Income from continuing operations before income taxes
Provision for income taxes
Income from continuing operations
Loss from discontinued operations, net of taxes (Note 2)
Net income
$
55.4
$
Earnings (Loss) Per Common Share
Basic
Continuing operations
Discontinued operations
Diluted
Continuing operations
Discontinued operations
$
$
$
$
3.27
—
3.27
3.26
—
3.26
$
$
$
$
Weighted Average Common Shares Outstanding (in thousands)
Basic
Diluted
16,848
16,906
16,850
16,968
16,805
17,052
See Notes to Consolidated Financial Statements
F-5
NEENAH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Reclassification of amounts recognized in the consolidated statement of operations:
Amortization of adjustments to pension and other postretirement benefit liabilities
Pension plan settlement/curtailment losses
Amounts recognized in the consolidated statement of operations
Unrealized foreign currency translation (loss) gain
Net loss from pension and other postretirement benefit plans
Deferred loss on "available-for-sale" securities
(Loss) income from other comprehensive income items before income taxes
Benefit for income taxes
Other comprehensive (loss) income
Comprehensive income
See Notes to Consolidated Financial Statements
Year Ended December 31,
2019
2018
2017
$
55.4
$
36.4
$
80.3
6.0
1.3
7.3
(3.5)
(13.7)
—
(9.9)
(1.7)
(8.2)
47.2
$
6.0
0.8
6.8
(7.9)
(11.2)
—
(12.3)
(1.0)
(11.3)
25.1
5.9
0.6
6.5
20.0
(20.3)
(0.4)
5.8
(3.0)
8.8
$
89.1
$
F-6
NEENAH, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents
Accounts receivable, net
Inventories
Prepaid and other current assets
Total Current Assets
Property, Plant and Equipment, net
Lease Right-of-Use Assets
Deferred Income Taxes
Goodwill (Note 5)
Intangible Assets, net (Note 5)
Other Assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Debt payable within one year
Lease liabilities payable within one year
Accounts payable
Accrued expenses
Total Current Liabilities
Long-Term Debt
Noncurrent Lease Liabilities
Noncurrent Employee Benefits
Deferred Income Taxes
Other Noncurrent Obligations
TOTAL LIABILITIES
Commitments and Contingencies (Note 12)
Stockholders' Equity
Common stock, par value $0.01, authorized: 100,000,000 shares; issued and outstanding:
16,843,000 shares and 16,859,000 shares
Treasury stock, at cost: 1,835,000 shares and 1,738,000 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total Stockholders' Equity
December 31,
2019
2018
$
9.0
$
102.6
122.8
18.3
252.7
380.6
13.9
13.4
83.1
66.7
17.4
9.9
114.8
131.6
21.6
277.9
396.2
—
16.4
84.0
70.7
16.0
$
827.8
$
861.2
$
$
2.6
1.9
48.9
47.0
100.4
198.2
13.0
93.1
12.9
3.9
2.3
—
63.3
55.2
120.8
236.8
—
92.9
14.4
6.1
421.5
471.0
0.2
(82.8)
334.1
268.1
(113.3)
406.3
0.2
(76.6)
328.5
243.2
(105.1)
390.2
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
827.8
$
861.2
See Notes to Consolidated Financial Statements
F-7
NEENAH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions, shares in thousands)
Common Stock
Shares
Amount
Treasury
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Balance, December 31, 2016
Net income
Other comprehensive income, net of income
taxes
Reclassification of the stranded tax effects
related to the Tax Act (Note 10)
Dividends declared
Shares purchased (Note 10)
Stock options exercised
Restricted stock vesting (Note 10)
Stock-based compensation
Other/Currency
Balance, December 31, 2017
Net income
Other comprehensive loss, after income tax
benefit
Reclassification of the unrealized loss on
"available-for-sale" securities (Note 10)
Reclassification of deferred income taxes on
intra-entity asset transfers (Note 6)
Dividends declared
Shares purchased (Note 10)
Stock options exercised
Restricted stock vesting (Note 10)
Stock-based compensation
Other/Currency
Balance, December 31, 2018
Net income
Other comprehensive loss, after income tax
benefit
Dividends declared
Shares purchased (Note 10)
Stock options exercised
Restricted stock vesting (Note 10)
Stock-based compensation
Balance, December 31, 2019
18,245
$
—
—
—
—
—
140
73
—
—
18,458
—
—
—
—
—
—
67
72
—
—
18,597
—
—
—
—
17
64
—
0.2
—
$ (56.5) $
—
—
—
—
—
—
—
—
—
0.2
—
—
—
—
—
—
—
—
—
—
0.2
—
—
—
—
—
—
—
—
—
—
(6.8)
—
(2.5)
—
—
(65.8)
—
—
—
—
—
(9.3)
—
(1.5)
—
—
(76.6)
—
—
—
(4.9)
—
(1.3)
—
$ (82.8) $
317.0
$
169.6
$
—
—
—
—
—
0.4
—
6.4
0.1
323.9
—
—
—
—
—
—
0.7
—
4.0
(0.1)
328.5
—
—
—
—
—
—
5.6
80.3
—
10.9
(25.1)
—
—
—
—
—
235.7
36.4
—
(0.3)
(0.8)
(27.8)
—
—
—
—
—
243.2
55.4
—
(30.5)
—
—
—
—
334.1
$
268.1
$
(92.0)
—
8.8
(10.9)
—
—
—
—
—
—
(94.1)
—
(11.3)
0.3
—
—
—
—
—
—
—
(105.1)
—
(8.2)
—
—
—
—
—
(113.3)
18,678
$
0.2
See Notes to Consolidated Financial Statements
F-8
NEENAH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment loss (Note 13)
Stock-based compensation
Deferred income tax provision
Pension curtailment (gain)/settlement charge, net of plan payments (Note 8)
Loss on asset dispositions
Non-cash effects of changes in liabilities for uncertain income tax positions
Net cash used in changes in operating working capital, net of effect of acquisitions
(Note 15)
Pension and other post-employment benefits
Other
NET CASH PROVIDED BY OPERATING ACTIVITIES
INVESTING ACTIVITIES
Capital expenditures
Business acquisition (Note 4)
Asset acquisition
Proceeds from sale of property, plant and equipment (Note 13)
Sales (purchases) of marketable securities
Other
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt (Note 7)
Debt issuance costs (Note 7)
Repayments of long-term debt (Note 7)
Cash dividends paid
Shares purchased (Note 10)
Proceeds from exercise of stock options
Other
NET CASH USED IN FINANCING ACTIVITIES
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH
EQUIVALENTS
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
Year Ended December 31,
2019
2018
2017
$
55.4
$
36.4
$
80.3
38.9
—
5.6
3.4
(1.4)
0.1
(0.7)
(0.6)
(3.7)
0.6
97.6
(21.4)
—
—
—
(0.4)
(1.5)
(23.3)
163.5
(0.4)
(201.6)
(30.5)
(6.2)
—
—
(75.2)
36.1
31.1
4.0
(1.9)
1.8
0.3
0.1
(1.0)
(12.3)
(1.9)
92.7
(38.1)
—
—
5.0
0.1
(1.3)
(34.3)
272.8
(1.8)
(285.6)
(27.8)
(10.8)
0.6
—
(52.6)
—
(0.9)
9.9
9.0
$
(0.4)
5.4
4.5
9.9
$
$
33.3
—
6.4
(0.2)
0.6
0.2
(0.1)
(11.8)
(8.0)
(0.7)
100.0
(42.7)
(43.1)
(8.0)
—
(0.6)
(0.6)
(95.0)
323.7
(0.3)
(293.3)
(25.1)
(9.3)
0.4
0.1
(3.8)
0.2
1.4
3.1
4.5
See Notes to Consolidated Financial Statements
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F-9
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except as noted)
Note 1. Background and Basis of Presentation
Background
Neenah, Inc. ("Neenah" or the "Company"), is a Delaware corporation incorporated in April 2004. The Company has two
primary operations: its technical products business and its fine paper and packaging business.
The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that
delivers high performance benefits to customers. Included in this segment are filtration media, tape and abrasives backings
products, digital image transfer, durable label, and other specialty substrate products. The fine paper and packaging
business is a supplier of branded premium printing, packaging and other high-end specialty papers primarily in North
America. The Company's premium writing, text and cover papers, and specialty papers are used in commercial printing and
imaging applications for corporate identity packages, invitations, personal stationery and high-end advertising, as well as
premium labels and luxury packaging.
Basis of Presentation
The consolidated financial statements include the financial statements of the Company and its wholly owned and majority
owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.
Note 2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting
periods. Actual results could differ from these estimates, and changes in these estimates are recorded when known.
Significant management judgment is required in determining the accounting for, among other things, reserves for uncertain
tax positions, pension and postretirement benefit obligations, retained insurable risks, reserves for sales discounts and
allowances, purchase price allocations, useful lives for depreciation and amortization, asset retirement obligations
("AROs"), future cash flows associated with impairment testing for tangible and intangible long-lived assets, goodwill,
income taxes, contingencies, inventory obsolescence and market reserves and the valuation of stock-based compensation.
Revenue Recognition
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 contractual arrangements.
Sales are reported net of allowable discounts and estimated returns. Reserves for cash discounts, trade allowances and sales
returns are estimated using historical experience. The Company accounts for shipping and handling activities related to
contracts with customers as costs to fulfill our promise to transfer the associated products. Accordingly, the Company
records customer payments of shipping and handling costs as a component of net sales and classifies such costs as a
component of cost of sales. The Company excludes tax amounts assessed by governmental authorities that are both (i)
imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers from our
measurement of transaction prices. Accordingly, such tax amounts are not included as a component of net sales or cost of
sales. The Company considers each transaction/shipment as a separate performance obligation. Neenah recognizes revenue
when the title transfers to the customer. As such, the remaining performance obligations at period end are not considered
significant. Sales terms in the technical products business vary depending on the type of product sold and customer
category. In general, sales are collected in approximately 45 to 55 days. Extended credit terms of up to 120 days are offered
to customers located in certain international markets. Fine paper and packaging sales terms range between 20 and 30 days
F-10
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
with discounts of 0 to 2 percent for early customer payments, with discounts of one percent and 20-day terms used most
often. Extended credit terms are offered to customers located in certain international markets. Refer to Note 14, "Business
Segment and Geographic Information", for further disaggregation of revenue.
Cash and Cash Equivalents
Cash and cash equivalents include all cash balances and highly liquid investments with an initial maturity of three months
or less. The Company places its temporary cash investments with high credit quality financial institutions. As of
December 31, 2019 and 2018, $0.1 million and $0.1 million, respectively, of the Company's cash and cash equivalents is
restricted to the payment of postretirement benefits for certain former Fox River executives.
Inventories
U.S. inventories are valued at the lower of cost, using the last-in, first-out ("LIFO") method for financial reporting
purposes, or market. European inventories are valued at the lower of cost, using a weighted-average cost method, or net
realizable value. Cost includes labor, materials and production overhead.
Foreign Currency
Balance sheet accounts of the Company's operations in Germany and the Netherlands, the United Kingdom (the "U.K."),
and Canada are translated from Euros, British Pounds, and Canadian dollars, respectively, into U.S. dollars at period-end
exchange rates, and income and expense accounts are translated at average exchange rates during the period. Translation
gains or losses related to net assets located in Germany, the Netherlands, the U.K., and Canada are recorded as unrealized
foreign currency translation adjustments within accumulated other comprehensive income (loss) ("AOCI") in stockholders'
equity. Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the
entity's functional currency) are included in Other expense, net in the consolidated statements of operations.
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Property and Depreciation
Property, plant and equipment are stated at cost, less accumulated depreciation. Certain costs of software developed or
obtained for internal use are capitalized. When property, plant and equipment is sold or retired, the costs and the related
accumulated depreciation are removed from the accounts, and the gains or losses are recorded in Other (income) expense,
net. For financial reporting purposes, depreciation is principally computed on the straight-line method over estimated
useful asset lives. The weighted average remaining useful lives for buildings, land improvements and machinery and
equipment are approximately 19 years, 19 years and 10 years, respectively. The units-of-production method of depreciation
is used for the U.S. transportation filtration production assets with a gross book value of $69.3 million, which reflects the
nature of the assets' utilization. For income tax purposes, accelerated methods of depreciation are used.
The costs of major rebuilds and replacements of plant and equipment are capitalized, and the cost of maintenance
performed on manufacturing facilities, composed of labor, materials and other incremental costs, is expensed as incurred.
Start-up costs for new or expanded facilities, including costs related to trial production, are expensed as incurred.
The Company accounts for AROs in accordance with Accounting Standards Codification ("ASC") Topic 410, Asset
Retirements and Environmental Obligations, which requires companies to make estimates regarding future events in order
to record a liability for AROs in the period in which a legal obligation is created. Such liabilities are recorded at fair value,
with an offsetting increase to the carrying value of the related long-lived asset. As of December 31, 2019, the Company is
unable to estimate its AROs for environmental liabilities at its manufacturing facilities.
F-11
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the fair value recognition provisions of ASC
Topic 718, Compensation — Stock Compensation ("ASC Topic 718"). The amount of stock-based compensation cost
recognized is based on the fair value of grants that are ultimately expected to vest and is recognized pro-rata over the
requisite service period for the entire award.
Research and Development Expense
Research and development costs are charged to expense as incurred and are recorded in "Selling, general and
administrative expenses" on the consolidated statement of operations. See Note 15, "Supplemental Data — Supplemental
Statement of Operations Data."
Fair Value Measurements
The Company measures fair value in accordance with 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).
Fair Value of Financial Instruments
The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, accounts receivable and
accounts payable approximate fair value due to their short maturities. The fair value of short and long-term debt is
estimated using rates currently available to the Company for debt of the same remaining maturities. The following table
presents the carrying value and the fair value of the Company's debt.
2021 Senior Notes (5.25% fixed rate)
Global Revolving Credit Facilities (variable rates)
Second German Loan Agreement (2.5% fixed rate)
Third German Loan Agreement (1.45% fixed rate)
Total debt
_______________________
12/31/2019
12/31/2018
Carrying
Value
Fair
Value (a)
Carrying
Value
Fair
Value (a)
$
175.0
$
174.3
$
175.0
$
170.5
21.6
3.5
3.7
21.6
3.6
3.7
57.9
4.8
4.9
57.9
5.1
4.9
$
203.8
$
203.2
$
242.6
$
238.4
(a) Fair value for all debt instruments was estimated from Level 2 measurements.
The Company's investments in marketable securities are accounted for as "available-for-sale securities" in accordance with
ASC Topic 320, Investments — Debt and Equity Securities ("ASC Topic 320"). Pursuant to ASC Topic 320, marketable
securities are reported at fair value on the consolidated balance sheet and holding gains and losses are reported in "Other
Income (Expense), net" on the Company's consolidated statements of operations. At December 31, 2019, the Company had
F-12
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
$4.0 million in marketable securities classified as Other assets on the consolidated balance sheet. The cost of such
marketable securities was $4.4 million. Fair value for the Company's marketable securities was estimated from Level 1
inputs. The Company's marketable securities are designated for the payment of benefits under its supplemental employee
retirement plan ("SERP").
Fair Value of Pension Plan Assets
With the exception of cash and cash equivalents which are considered Level 1, and the annuity contracts which are
considered Level 3, pension plan assets are measured at Net Asset Value ("NAV") (or its equivalent) as an alternative to fair
market value due to the absence of readily available market prices, and as such are not subject to the fair value hierarchy.
Following is the fair value of each investment category:
•
•
•
•
Cash and cash equivalents ($0.8 million and $1.7 million at December 31, 2019 and 2018, respectively).
U.S and non-U.S. Equities ($122.5 million and $107.8 million at December 31, 2019 and 2018,
respectively) — These proprietary collective funds have observable NAVs (based on the fair value of the
underlying investments of the funds) that are provided to investors and provide for liquidity either
immediately or within a few days.
U.S and non-U.S. Fixed Income Securities ($219.4 million and $192.7 million at December 31, 2019 and
2018, respectively) — These proprietary collective funds have observable NAVs (based on the fair value of
the underlying investments of the funds) that are provided to investors and provide for liquidity either
immediately or within a few days.
Hedge Fund/Other ($29.9 million and $27.9 million at December 31, 2019 and 2018, respectively) — This
fund is valued using NAVs calculated by the underlying investment managers and allow for quarterly or more
frequent redemptions.
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In conjunction with the Coldenhove Acquisition, there were purchases of $46.8 million into Level 3 plan assets during the
year ended December 31, 2017, as the defined benefit plan for Neenah Coldenhove is administered through an insurance
contract.
The following table summarizes the changes in Level 3 defined benefit pension plan assets (Neenah Coldenhove insurance
contract) measured at fair value on a recurring basis for the year ended December 31, 2019 and 2018:
Return on plan assets
Attributable
to Assets
Held at
December 31
Attributable
to Assets
Sold
Fair Value
at January 1
Net Purchases/
(Settlements)
Transfers into/
(out of) Level 3
Foreign
currency
effects
Fair
Value at
December 31
For the year ended
December 31, 2017
For the year ended
December 31, 2018
For the year ended
December 31, 2019
$
$
$
—
48.4
45.1
Discontinued Operations
0.2
(0.9)
7.5
—
—
—
46.9
(0.3)
(0.2)
—
—
—
1.3
$
48.4
(2.1) $
45.1
(0.9) $
51.5
During the three months ended September 30, 2018, the Company recorded an additional loss on sale of $0.8
million arising from the final adjustment to the transaction price on the sale of the Lahnstein Mill in 2015.
F-13
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Accounting Standards Changes
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 requires lessees to
put most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current
lease accounting. The amendments in this ASU are effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11,
Leases - Targeted Improvements, to allow a company to elect an optional modified retrospective transition method that
applies the new lease requirements through a cumulative-effect adjustment in the period of adoption. Effective January 1,
2019, the Company adopted the new lease accounting standard using the modified retrospective transition option of
applying the new standard at the adoption date. The Company elected the package of practical expedients permitted under
the transition guidance within the new standard, which among other things, allowed the Company to carry forward
the historical lease classification. The most significant change was related to the recognition of $16 million of right-of-use
assets and corresponding lease liabilities of $17 million on its consolidated balance sheet as of January 1, 2019. The
adoption of this standard did not have a material impact related to existing leases and as a result, a cumulative-effect
adjustment was not recorded. See Note 11, "Leases."
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic
Postretirement Benefit Cost (Topic 715). ASU 2017-07 requires entities to (1) disaggregate the current service-cost
component from the other components of net benefit cost (the "other components") and present it with other current
compensation costs for related employees in the income statement and (2) present the other components elsewhere in the
income statement and outside of income from operations if such a subtotal is presented. In addition, only the service-cost
component of net benefit cost is eligible for capitalization in inventories. The Company adopted this ASU as of January 1,
2018. As a result of the adoption, the Company reclassified $1.5 million and $1.2 million of net cost for the year ended
December 31, 2017, of other components of net benefit cost from "Cost of products sold" and "Selling, general and
administrative expenses" to "Other Expense - net" on the consolidated statements of operations. There was no other
material impact on its consolidated financial statements due to the adoption.
As of December 31, 2019, no other amendments to the ASC had been issued and not adopted by the Company that will
have or are reasonably likely to have a material effect on the its financial position, results of operations or cash flows.
Note 3. Earnings per Share ("EPS")
The Company's restricted stock units ("RSUs") are paid non-forfeitable common stock dividends and thus meet the criteria
of participating securities. Accordingly, basic EPS has been calculated using the two-class method, under which earnings
are allocated to both common stock and participating securities. Basic EPS has been computed by dividing net income
allocated to common stock by the weighted average common shares outstanding. For the computation of basic EPS,
weighted average RSUs outstanding are excluded from the calculation of weighted average shares outstanding.
ASC Topic 260, Earnings per Share ("ASC Topic 260") requires companies with participating securities to calculate
diluted earnings per share using the "two class" method. The "two class" method requires first calculating diluted earnings
per share using a denominator that includes the weighted average share equivalents from the assumed conversion of
dilutive securities. Diluted earnings per share is then calculated using net income reduced by the amount of distributed and
undistributed earnings allocated to participating securities calculated using the "Treasury Stock" method and a denominator
that includes the weighted average share equivalents from the assumed conversion of dilutive securities excluding
participating securities. Companies are required to report the lower of the diluted earnings per share amounts under the two
calculations subject to the anti-dilution provisions of ASC Topic 260.
Diluted EPS has been computed by dividing net income allocated to common stock by the weighted average number of
common shares used in computing basic EPS, further adjusted to include the dilutive impact of the exercise or conversion
of common stock equivalents, such as stock options, stock appreciation rights ("SARs") and target awards of RSUs with
performance conditions ("Performance Share Units" or "PSUs"), into shares of common stock as if those securities were
exercised or converted. For the years ended December 31, 2019, 2018 and 2017, approximately 231,000, 143,000 and
72,000 potentially dilutive options, respectively, were 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 respective
12-month periods during which the options were outstanding.
F-14
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The following table presents the computation of basic and diluted shares of common stock used in the calculation of EPS
(amounts in millions, except share and per share amounts):
Earnings per basic common share
Income from continuing operations
Amounts attributable to participating securities
Income from continuing operations available to common stockholders
Loss from discontinued operations, net of income taxes
Amounts attributable to participating securities
Net income available to common stockholders
Weighted-average basic shares outstanding
Basic earnings (loss) per share
Continuing operations
Discontinued operations
Earnings per diluted common share
Income from continuing operations
Amounts attributable to participating securities
Income from continuing operations available to common stockholders
Loss from discontinued operations, net of income taxes
Amounts attributable to participating securities
Net income available to common stockholders
Weighted-average basic shares outstanding
Add: Assumed incremental shares under stock-based compensation plans
Weighted average diluted shares
Diluted earnings (loss) per share
Continuing operations
Discontinued operations
Note 4. Acquisitions
Year Ended December 31,
2019
2018
2017
$
55.4
(0.3)
55.1
—
—
$
37.2
(0.2)
37.0
(0.8)
—
80.3
(0.6)
79.7
—
—
55.1
$
36.2
$
16,848
16,850
79.7
16,805
3.27
—
3.27
$
$
2.20
(0.05)
2.15
$
$
4.74
—
4.74
$
$
$
$
F
o
r
m
1
0
-
K
Year Ended December 31,
2019
2018
2017
$
$
55.4
(0.3)
55.1
—
—
$
37.2
(0.4)
36.8
(0.8)
—
$
55.1
$
36.0
$
16,848
58
16,906
16,850
118
16,968
$
$
3.26
—
3.26
$
$
2.17
(0.05)
2.12
$
$
80.3
(0.5)
79.8
—
—
79.8
16,805
247
17,052
4.68
—
4.68
On November 1, 2017, the Company purchased all of the outstanding equity of Neenah Coldenhove for net cash of
approximately $43 million. Neenah Coldenhove is a specialty materials manufacturer based in the Netherlands, with a
leading position in digital transfer media and other technical products.
The Company accounted for the transaction using the acquisition method in accordance with ASC Topic 805, Business
Combinations ("ASC Topic 805"). The allocation of the purchase price was based on estimates of the fair value of assets
F-15
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
acquired and liabilities assumed as of November 1, 2017. The Company did not recognize any in-process research and
development assets as part of the acquisition.
The following table summarizes the allocation of the purchase price to the estimated fair value of the assets acquired and
liabilities assumed as of December 31, 2017.
Assets Acquired
Cash and cash equivalents
Accounts receivable
Inventories (a)
Deferred income taxes
Prepaid and other current assets
Property, plant and equipment (a)
Non-amortizable intangible assets
Amortizable intangible assets
Acquired goodwill (a)
Other assets
Total assets acquired
Liabilities Assumed
Accounts payable
Accrued expenses
Contingent liability (b)
Deferred income taxes (a)
Noncurrent employee benefits
Long-term debt
Other noncurrent obligations
Total liabilities assumed
Net assets acquired
_______________________
December 31,
2017
$
$
4.9
4.7
12.7
0.4
0.2
31.2
1.2
4.7
10.0
0.1
70.1
4.1
5.4
2.3
3.5
4.9
1.8
0.1
22.1
48.0
(a) The Company had up to 12 months from the closing of the acquisition to finalize its valuations. Management
evaluated additional information and determined that the preliminary valuation of inventory at the acquisition date
should have been determined using fair value assumptions that would have resulted in the fair value of inventory
being lower than originally estimated primarily due to changes in the assumptions related to inventory margins of
the acquired business. In addition, management evaluated additional information related to fixed assets and
updated the preliminary valuation of fixed assets at the acquisition date. Accordingly, during the nine months
ended September 30, 2018, adjustments were made to reduce the carrying value of inventories and fixed assets by
$1.5 million, with a corresponding increase to the value of goodwill of $1.1 million, net of income taxes.
(b) In conjunction with the acquisition, the Company assumed a contingent liability of $2.3 million related to the
acquisition of direct customer relationships by Neenah Coldenhove, which amount was contingent on the growth
of sales from these customer relationships in 2018 and 2019. During the year ended December 31, 2018, the
Company reduced the estimated liability to $0.8 million and recognized a receivable of $2.4 million from the
former shareholders of Neenah Coldenhove related to a claim under an escrow arrangement. These two items
totaling $3.9 million were recognized as income during the year ended December 31, 2018, as they relate to the
F-16
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
operating results subsequent to the acquisition. These amounts were settled during the year ended December 31,
2019.
The Company estimated the fair value of the assets and liabilities acquired in accordance with ASC Topic 820, Fair Value
Measurements and Disclosures ("ASC Topic 820"). The fair value of amortizable and non-amortizable intangible assets
was estimated by applying a royalty rate to projected revenue, net of income tax impacts and adjusted for present value
considerations. The Company estimated the fair value of acquired property, plant and equipment using a combination of
cost and market approaches. In general, the fair value of other acquired assets and liabilities was estimated using the cost
basis of Neenah Coldenhove.
The excess of the purchase price over the estimated fair value of the tangible net assets and identifiable intangible assets
acquired was recorded as acquired goodwill. The factors contributing to the amount of goodwill recognized are based on
several strategic and synergistic benefits that are expected to be realized from the acquisition of Neenah Coldenhove. These
benefits include entry into profitable new markets for performance materials with new capabilities and recognized brands
and synergies from combining the business with Neenah's existing infrastructure. None of the goodwill recognized as part
of the Coldenhove Acquisition will be deductible for income tax purposes. All of the acquired goodwill was allocated to the
Technical Products segment.
For the year ended December 31, 2018, the Company incurred $0.5 million of integration costs. For the year ended
December 31, 2017, the Company incurred $1.3 million of acquisition and restructuring costs. For the year ended
December 31, 2017, the Company recorded net sales of $7.5 million and insignificant loss from operations before income
taxes (excluding the acquisition related costs described above) for the acquired business.
The following selected unaudited pro forma consolidated statements of operations data for the year ended December 31,
2017 was prepared as though the Coldenhove Acquisition had occurred on January 1, 2016. The information does not
reflect future events that may occur after the acquisition or any operating efficiencies or inefficiencies that may result from
the Coldenhove Acquisition. Therefore, the information is not necessarily indicative of results that would have been
achieved had the businesses been combined during the periods presented or the results that the Company will experience
going forward.
F
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m
1
0
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K
Net sales
Operating income
Net income
Earnings Per Common Share
Basic
Diluted
Year Ended December 31, 2017
$
$
$
$
1,019.8
108.9
83.0
4.90
4.84
Note 5. Goodwill and Other Intangible Assets
The Company follows the guidance of ASC Topic 805, Business Combinations ("ASC Topic 805"), in recording goodwill
arising from a business combination as the excess of purchase price over the fair value of identifiable assets acquired and
liabilities assumed.
The Company tests goodwill for impairment at least annually on November 30 in conjunction with preparation of its
annual business plan, or more frequently if events or circumstances indicate it might be impaired.
F-17
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The Company tested goodwill for impairment as of November 30, 2019 under ASC Topic 350, Intangibles — Goodwill
and Other. The Company elected the option under ASC Topic 350, Intangibles — Goodwill and Other, to perform a
qualitative assessment of the Company's reporting units to determine whether further impairment testing is necessary. In
this qualitative assessment, the Company considered the following items for each of the reporting units: macroeconomic
conditions, industry and market conditions, overall financial performance and other entity specific events. In addition, for
each of these reporting units, the most recent fair value determination results in an amount that exceeds the carrying
amount of the reporting units. Based on these assessments, the Company determined that the likelihood that a current fair
value determination would be less than the current carrying amount of the reporting unit is not more likely than not. There
was no impairment in the carrying value of goodwill for the years ended December 31, 2019, 2018 and 2017, with the
exception of $0.1 million of goodwill impairment related to the sale of the Brattleboro mill in 2018. See Note 13, "Sale of
Brattleboro mill and Impairment Loss."
Intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives to
their estimated residual values, and reviewed for impairment in accordance with ASC Topic 360, Property, Plant, and
Equipment. Intangible assets consist primarily of customer relationships, trade names and acquired intellectual property.
Such intangible assets are amortized using the straight-line method over estimated useful lives of between 10 and 15 years.
Certain trade names are estimated to have indefinite useful lives and as such are not amortized. Intangible assets with
indefinite lives are reviewed for impairment at least annually. There was no impairment in the carrying value of intangible
assets with indefinite lives for the years ended December 31, 2019, 2018 and 2017.
The following table presents the carrying value of goodwill by business segment and changes in the carrying value of
goodwill.
Technical Products
Fine Paper and
Packaging
Gross
Amount
Accumulated
Impairment
Losses
Net
Gross
Amount
Accumulated
Impairment
Losses
Net
Gross
Amount
Other
Accumulated
Impairment
Losses
Net
Net
Balance at December 31,
2017
Adjustment of goodwill
acquired in the Coldenhove
Acquisition (a)
Impairment related to the
Brattleboro mill and
associated office and
research facilities (b)
Foreign currency translation
Balance at December 31,
2018
Realignment of Other
segment (c)
Foreign currency translation
Balance at December 31,
2019
$ 128.3
$
(49.6) $ 78.7
$
6.2
1.1
—
1.1
—
—
(4.5)
—
2.2
—
(2.3)
124.9
(47.4)
77.5
0.4
(1.9)
(0.1)
1.0
0.3
(0.9)
—
—
6.2
—
—
—
—
—
—
—
—
—
6.2
$
0.4
— 0.4
$ 85.3
—
—
—
—
1.1
—
—
6.2
—
—
—
—
0.4
(0.4)
—
(0.1)
(0.1)
—
—
(0.1)
(2.3)
(0.1)
0.3
84.0
0.1
—
(0.3)
—
—
(0.9)
$ 123.4
$
(46.5) $ 76.9
$
6.2
$
— $ 6.2
$ — $
— $ — $ 83.1
_______________________
(a) As a result of finalizing the acquisition accounting for Neenah Coldenhove in 2018, an adjustment of $1.1 million,
net of income taxes, was recorded as a reduction to inventory and fixed assets and increase to goodwill.
(b) In conjunction with the sale of the Brattleboro mill, a goodwill impairment loss of $0.1 million was recognized in
(c)
2018.
In January 2019, the Company realigned the remaining products manufactured in the Other business segment to
be managed as part of the Technical Products business segment. See Note 14, "Business Segment and Geographic
Information."
F-18
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Other Intangible Assets
As of December 31, 2019, the Company had net identifiable intangible assets of $66.7 million. All such intangible assets
were acquired in the acquisitions of Neenah Germany, Fox River, FiberMark, Neenah Coldenhove and the Crane technical
materials business, and the acquisition of the Wausau and Southworth brands. The following table details amounts related
to those assets.
Amortizable intangible assets
Customer based intangibles
Trade names and trademarks
Acquired technology
Total amortizable intangible assets
Trade names
Total
12/31/2019
12/31/2018
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
$
38.2
$
5.1
16.9
60.2
37.6
97.8
$
$
(20.4) $
(2.7)
(8.0)
(31.1)
—
(31.1) $
38.3
$
5.1
16.9
60.3
37.8
98.1
$
(18.2)
(2.5)
(6.7)
(27.4)
—
(27.4)
The following table presents intangible assets acquired in conjunction with the Coldenhove Acquisition as of December 31,
2017:
Intangible assets — definite lived
Trade names and trademarks
Customer based intangibles
Acquired technology
Total
Non-amortizable trade names
Total intangible assets
Intangibles
Estimated Useful Lives
(Years)
10
15
4
$
$
0.5
2.9
1.3
4.7
1.2
5.9
F
o
r
m
1
0
-
K
As of December 31, 2019, $43.1 million and $23.6 million of such intangible assets are reported within the Technical
Products and Fine Paper and Packaging, respectively. See Note 14, "Business Segment and Geographic Information."
Aggregate amortization expense of acquired intangible assets for the years ended December 31, 2019, 2018 and 2017 was
$3.9 million, $4.3 million and $3.7 million, respectively and was reported in Cost of products sold on the consolidated
statement of operations. Estimated amortization expense for the years ended December 31, 2020, 2021, 2022, 2023 and
2024 is $3.7 million, $3.5 million, $2.9 million, $2.7 million and $2.7 million, respectively.
Note 6. Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Income tax expense
represented 16.7 percent, 9.5 percent and 12.4 percent of income from continuing operations before income taxes for the
years ended December 31, 2019, 2018 and 2017, respectively.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation in the Tax Cuts and Jobs Act of 2017
(the "Tax Act"). The Tax Act significantly revised the U.S. corporate income tax by, among other things, reducing the
F-19
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
statutory corporate tax rate from 35% to 21% effective January 1, 2018, eliminating certain deductions, imposing a
mandatory one-time tax on accumulated earnings of foreign subsidiaries, introducing new tax regimes and changing how
foreign earnings are subject to U.S. tax. The Tax Act also enhanced and extended through 2026 the option to claim
accelerated depreciation deductions on qualified property. In conjunction with the tax law changes, the Securities and
Exchange Commission ("SEC") in Staff Accounting Bulletin No. 118 ("SAB 118") provided for a measurement period of
one year from the enactment date to finalize the accounting for effects of the Tax Act. As of December 31, 2017, the
Company provisionally recorded an income tax benefit of $6.5 million related to the Tax Act. This amount was comprised
of a $10.3 million tax benefit from the remeasurement of federal net deferred income tax liabilities resulting from the
reduction in the U.S. statutory corporate tax rate to 21% from 35%, less $3.8 million of tax expense from the mandatory
one-time tax on the previously untaxed accumulated earnings and profits ("E&P") of its foreign subsidiaries. Also, as of
December 31, 2017, the Company early adopted ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated
Other Comprehensive Income (Topic 740) and reclassified $10.9 million from AOCI to retained earnings to address the
stranded tax effects resulting from the effect of lower tax rates in the Tax Act on items within AOCI.
In June 2017, as part of the annual strategic plan review, the Company reassessed its intentions regarding the indefinite
reinvestment of undistributed earnings of the German operations and asserted its intent to indefinitely reinvest them. As a
result, effective in the second quarter of 2017, the Company did not provide deferred income taxes on 2017 unremitted
earnings of the German operations. In addition, in that quarter the deferred income tax liability of $4.1 million which was
recorded in 2016 on unremitted German earnings was eliminated with a reduction to 2017 income tax expense. As noted
above, the Tax Act included a mandatory one-time tax on previously untaxed accumulated E&P of its foreign subsidiaries,
and as a result, previously unremitted E&P from all foreign countries were subject to this U.S. tax and a liability of $3.8
million was recorded thereon as of December 31, 2017.
During 2018, the Company completed its analysis of the Tax Act and interpreted additional guidance issued by the U.S.
Treasury Department. In addition, legislative actions by the various U.S. states related to application of the Tax Act
provisions on state tax returns was considered. The Company recorded additional adjustments throughout 2018 to reflect a
measurement-period tax benefit of $0.9 million related to the effects of the statutory corporate tax rate reduction and a
measurement-period tax expense of $0.8 million from U.S. federal and state taxes on accumulated E&P of its foreign
subsidiaries. As of December 31, 2018, a cumulative net tax benefit of $6.6 million related to the Tax Act was reflected,
comprised of a $11.2 million tax benefit from the remeasurement of federal net deferred income tax liabilities resulting
from the reduction in the U.S. statutory corporate tax rate, less $4.6 million of tax expense from the mandatory one-time
U.S. federal tax on certain previously untaxed accumulated E&P of its foreign subsidiaries and related state income tax
impacts. As of December 31, 2018, the measurement period for purposes of SAB 118 ended and the Company completed
the accounting for all of the impacts of the Tax Act.
As of December 31, 2017, the Company was not yet able to reasonably estimate the effects for the Global Intangible Low-
Taxed Income ("GILTI") provisions of the Tax Act, therefore no provisional effects were recorded. Also, at that time, the
Company had not made a policy decision regarding whether to record deferred income taxes on GILTI or use the period
cost method. During the three months ended March 31, 2018, the Company elected an accounting policy to record GILTI
tax expense as a period cost, if and when incurred each year. Also, beginning in that quarter, the Company was able to
reasonably estimate the annual effects of GILTI and reflects this effect in its annual effective tax rate.
F-20
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The following table presents the principal reasons for the difference between the Company's effective income tax rate and
the U.S. federal statutory income tax rate:
U.S. federal statutory income tax rate
U.S. state income taxes, net of federal income tax
benefit
Foreign tax rate differences (a)
Tax on foreign dividends (b)
Foreign financing structure (c)
Change in statutory tax rates (d)
Research and development and other tax credits
Excess tax benefits from stock compensation
Uncertain income tax positions
Other differences, net
Effective income tax rate
_______________________
Year Ended December 31,
2019
2019
2018
2018
2017
2017
21.0 % $ 14.0
21.0 % $
8.6
35.0 % $ 32.1
0.9
2.4
1.4 %
3.6 %
0.9 %
0.6
(3.0)%
(2.0)
— %
—
(6.2)%
(4.1)
(0.2)%
(0.1)
(1.9)%
(1.3)
1.1 %
0.7
16.7 % $ 11.1
(1.0)%
6.8 %
3.6 %
(5.1)%
(3.9)%
(10.5)%
(2.9)%
2.0 %
(0.5)%
9.5 % $
(0.4)
2.8
1.5
(2.1)
(1.6)
(4.3)
(1.2)
0.8
(0.2)
3.9
1.7
1.9 %
(3.1)
(3.4)%
(0.3)
(0.3)%
(2.0)
(2.2)%
(9.7)
(10.6)%
(3.0)
(3.3)%
(4.5)
(4.9)%
0.7
0.8 %
(0.6)%
(0.5)
12.4 % $ 11.4
(a) Represents the impact on the Company's effective tax rate due the mix of earnings among taxing jurisdictions with
differing statutory rates. In 2019 and 2018, the U.S. federal tax rate is lower than the tax rate in Germany and the
Netherlands.
(b) For 2017, the amount reflects the net benefit of the indefinite reinvestment assertion of $4.1 million, less the $3.8
million mandatory one-time tax on the accumulated E&P of foreign subsidiaries from the Tax Act. For 2018, the
amount reflects a measurement-period adjustment of $0.8 million to the mandatory one-time tax on the
accumulated E&P of foreign subsidiaries, and in 2019 and 2018 includes federal GILTI impacts and state taxation
of foreign E&P.
(c) Represents the impact on the Company's effective tax rate of the Company's financing strategies.
(d) Represents the net benefit from remeasurement of the net deferred income tax liabilities from tax rate changes.
For 2017, the amount reflects a tax benefit of $10.3 million from the Tax Act, less $0.6 million of tax expense
from a state tax rate change in Germany. For 2018, the amount reflects an additional measurement-period tax
benefit adjustment of $0.9 million from the Tax Act, plus $0.7 million of tax benefit from a federal tax rate change
in the Netherlands.
F
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1
0
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K
The Company's effective income tax rate can be affected by many factors, including but not limited to, changes in the mix
of earnings in taxing jurisdictions with differing statutory rates, the impact of research and development tax credits ("R&D
Credits"), changes in tax laws and changes in corporate structure as a result of business acquisitions and dispositions. In
addition to the impact of the reduction in the U.S. federal statutory tax rate from 35% to 21%, the 2018 effective income
tax rate was significantly reduced by the effects of the $31.1 million impairment loss of the Brattleboro mill and associated
research and office facilities (see Note 13), as similar sized reconciling items had a larger percentage impact on lower pre-
tax book income.
F-21
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The following table presents the U.S. and foreign components of income from continuing operations before income taxes:
Income (loss) from continuing operations before income taxes:
U.S.
Foreign
Total
The following table presents the components of the provision (benefit) for income taxes:
Year Ended December 31,
2019
2018
2017
$
$
30.1
36.4
66.5
$
$
(1.7) $
42.8
41.1
$
53.6
38.1
91.7
Year Ended December 31,
2019
2018
2017
Provision (benefit) for income taxes:
Current:
Federal
State
Foreign
Total current income tax provision
Deferred:
Federal
State
Foreign
Total deferred income tax provision
Total provision for income taxes
$
0.3
(0.2)
7.6
7.7
3.0
0.8
(0.4)
3.4
$
11.1
$
$
(3.0) $
0.1
8.7
5.8
(0.6)
(0.2)
(1.1)
(1.9)
3.9
$
4.7
0.5
6.4
11.6
(1.8)
(0.1)
1.7
(0.2)
11.4
The current federal and state tax provisions were reduced in 2018 as a result of incremental pension contributions which
could be applied to the 2017 tax year at the 35% federal rate and from refund of half of the Alternative Minimum Tax
credits. The 2018 federal and state deferred income tax provision was reduced by the effects of the book impairment loss of
the Brattleboro mill in excess of the write-off of its tax basis. In 2017, the federal deferred income tax provision was
reduced by a net $8.1 million as a result of the Tax Act and the German tax rate increase. This amount included $10.3
million of tax rate reduction from the Tax Act, less $0.6 million from the German tax rate increase, less $1.6 million of
impact of the mandatory one-time tax on the accumulated earnings of foreign subsidiaries from the Tax Act. The 2017
federal current tax provision was increased by $2.2 million due to the mandatory one-time tax on foreign earnings.
The Company has elected to treat its Canadian subsidiary as a branch for U.S. income tax purposes. Therefore, its pre-tax
loss, arising primarily from employee benefit plan costs, is included in determining U.S. federal and state income taxes.
F-22
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The asset and liability approach is used to recognize deferred income tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The
components of deferred income tax assets and liabilities, net of reserves for uncertain tax positions and valuation
allowances, are as follows:
Deferred income tax assets (liabilities)
Research and development tax credits
Employee benefits
Net operating losses and other tax credits
Lease liabilities
Accrued liabilities
Interest limitation
Inventories
Lease right-of-use assets
Intangibles
Accelerated depreciation
Other
December 31,
2019
2018
$
$
21.5
15.9
6.4
3.1
2.1
—
(0.6)
(2.8)
(4.7)
(28.0)
0.5
20.0
16.5
7.4
—
2.3
1.7
1.0
—
(4.2)
(28.8)
0.5
Net deferred income tax assets
$
13.4
$
16.4
Deferred income tax assets (liabilities)
Accelerated depreciation
Intangibles
Inventories
Lease right-of-use assets
Net operating losses
Lease liabilities
Employee benefits
Other
Net deferred income tax liabilities
$
(16.7) $
(3.0)
(0.9)
(0.7)
0.2
0.7
7.5
—
(12.9) $
$
(16.6)
(3.2)
(1.0)
—
0.2
—
6.3
(0.1)
(14.4)
F
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1
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K
The presentation above reflects net deferred income tax assets of U.S. federal and state jurisdictions and the net deferred
income tax liabilities related to operations of Germany, the Netherlands and the U.K.
As of December 31, 2019, the Company had $21.0 million of U.S. federal and $7.5 million of U.S. state R&D Credits
which, if not used, will expire between 2031 and 2039 for the U.S. federal R&D Credits and between 2020 and 2034 for
the state R&D Credits. As of December 31, 2019, the Company had $44.1 million of state net operating losses (NOLs)
which may be used to offset state taxable income. The NOLs are reflected in the consolidated financial statements as a
deferred income tax asset of $2.7 million. If not used, substantially all of the NOLs will expire in various amounts between
2020 and 2039. The Company had pre-acquisition and recognized built-in loss carryovers of $7.6 million, reflected as a
deferred income tax asset of $1.6 million. The Company also had $0.7 million of federal Alternative Minimum Tax Credit
carryovers, which under the Tax Act are fully refundable by no later than 2021.
On January 1, 2018, the Company implemented ASU 2016-16, Accounting for Income Taxes: Intra-Entity Asset Transfers
of Assets Other Than Inventory. The standard requires the recognition of the income tax consequences of an intra-entity
F-23
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
transfer of an asset other than inventory when the transfer occurs. For the Company, the tax effects related to a 2017
transfer of intellectual property were affected by this standard. The standard was applied on a modified retrospective basis
through a cumulative-effect adjustment directly to retained earnings as of January 1, 2018. The Company recorded a $2.9
million deferred income tax asset in the U.S. and eliminated a $3.7 million prepaid tax asset in Germany, each with offsets
to retained earnings.
As of December 31, 2019 and 2018, the Company had $48.8 million and $58.4 million, respectively, of undistributed
earnings (net of foreign taxes) of foreign subsidiaries. Except for immaterial foreign currency exchange considerations, the
Company will be able to repatriate these foreign earnings without U.S. federal taxation due to previously taxed income
under the GILTI provisions.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various U.S. state
jurisdictions and foreign jurisdictions. The Company is no longer subject to U.S. federal examination for years before
2016, to state and local examinations for years before 2015 and to non-U.S. income tax examinations for years before
2013. The following is a tabular reconciliation of the total amounts of uncertain tax positions as of and for the years ended
December 31, 2019, 2018 and 2017:
For the Years Ended
December 31,
2019
2018
2017
Balance at January 1,
Increases in prior period tax positions
Decreases in prior period tax positions
Increases in current period tax positions
Decreases due to lapse of statutes of limitations
Increases due to change in tax rates
Decreases due to settlements with tax authorities
Increases (decreases) from foreign exchange rate changes
$
10.1
$
10.0
$
0.7
(1.2)
0.6
(1.5)
—
(0.9)
—
0.1
—
0.8
(0.6)
0.1
(0.2)
(0.1)
10.1
$
10.3
0.4
(1.0)
0.7
(1.0)
0.4
—
0.2
10.0
Balance at December 31,
$
7.8
$
The $7.8 million of reserves for uncertain tax positions as of December 31, 2019 were reflected on the consolidated
balance sheets as follows: $7.3 million netted against deferred income tax assets and $0.5 million in other noncurrent
obligations. The $10.1 million of reserves for uncertain tax positions as of December 31, 2018 were reflected on the
consolidated balance sheets as follows: $7.9 million netted against deferred income tax assets, $2.2 million in other
noncurrent obligations. The $10.0 million of reserves for uncertain tax positions as of December 31, 2017 were reflected on
the consolidated balances as follows: $2.3 million netted against deferred income tax assets, $5.3 million netted against
(added to) deferred income tax liabilities and $2.4 million in other noncurrent obligations.
If recognized, $7.8 million of the benefit for uncertain tax positions at December 31, 2019 would favorably affect the
Company's effective tax rate in future periods. The Company files income tax returns and is subject to examination by
various taxing jurisdictions. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a
two-step process in which (1) it is determined whether it is more likely than not that the tax positions will be sustained on
the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not
recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be
realized upon ultimate settlement with the related tax authority.
The Company does not expect that facts and circumstances such as the expiration of statutes of limitations or the settlement
of audits in the next 12 months will result in liabilities for uncertain income tax positions that are materially different than
the amounts that were accrued as of December 31, 2019.
F-24
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The Company recognizes accrued interest and penalties related to uncertain income tax positions in the Provision for
income taxes on the consolidated statements of operations. As of December 31, 2019 and 2018, the Company had less than
$0.1 million and $0.1 million, respectively, accrued for interest and penalties related to uncertain income tax positions.
As of December 31, 2019 and 2018, the Company had $5.2 million and $2.2 million of foreign tax credits, all of which the
Company believes will expire unutilized. Therefore, as of December 31, 2019 and 2018, the Company recorded a valuation
allowance of equal amounts against this deferred income tax asset. As of December 31, 2019 and 2018, the Company also
had a valuation allowance of $0.5 million and $0.5 million, respectively, against its state tax credits and NOLs. In
determining the need for a valuation allowance, the Company considers many factors, including specific taxing
jurisdictions, sources of taxable income, income tax strategies and forecasted earnings for the entities in each jurisdiction.
A valuation allowance is recognized if, based on the weight of available evidence, the Company concludes that it is more
likely than not that some portion or all of the deferred income tax asset will not be realized.
Note 7. Debt
Long-term debt consisted of the following:
2021 Senior Notes (5.25% fixed rate) due May 2021
Global Revolving Credit Facilities (variable rates) due December 2023
Second German Loan Agreement (2.45% fixed rate) due in quarterly installments ending
September 2022
Third German Loan Agreement (1.45% fixed rate) due in quarterly installments ending
September 2022
Deferred financing costs
Total Debt
Less: Debt payable within one year
Long-term debt
Unsecured 2021 Senior Notes
December 31,
2019
2018
$
175.0
$
175.0
21.6
3.5
3.7
(3.0)
200.8
2.6
57.9
4.8
4.9
(3.5)
239.1
2.3
$
198.2
$
236.8
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In May 2013, the Company completed an underwritten offering of eight-year senior unsecured notes (the "2021 Senior
Notes") at a face amount of $175 million. The 2021 Senior Notes bear interest at a rate of 5.25%, payable in arrears on
May 15 and November 15 of each year, commencing on November 15, 2013, and mature on May 15, 2021. Proceeds from
this offering were used to redeem the remaining $70 million outstanding principal amount of ten-year 7.375% senior
unsecured notes, originally issued on November 30, 2004, to repay approximately $56 million in outstanding revolving
credit agreement borrowings and for general corporate purposes. The 2021 Senior Notes are fully and unconditionally
guaranteed by substantially all of the Company's domestic subsidiaries (the "Guarantors"). The 2021 Senior Notes were
sold in a private placement transaction, have not been registered under the Securities Act of 1933, as amended, and may not
be offered or sold absent registration or an applicable exemption from registration requirements.
The 2021 Senior Notes rank equally in right of payment with all the Company's existing and future senior unsecured
indebtedness. The guarantees of the 2021 Senior Notes are senior unsecured obligations of the Guarantors and rank equally
in right of payment with all existing and future senior unsecured indebtedness of the Guarantors. The 2021 Senior Notes
and the guarantees of the 2021 Senior Notes are effectively subordinated to the Company's and the Guarantors' existing and
future secured indebtedness (to the extent of the value of the collateral) and are structurally subordinated to all
indebtedness and other obligations of the Company's subsidiaries that do not guarantee the 2021 Senior Notes, including
the trade creditors of such non-guarantor subsidiaries.
F-25
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Terms, Covenants and Events of Default. The 2021 Senior Notes contain terms, covenants and events of default with which
the Company must comply, which the Company believes are ordinary and standard for notes of this nature. Among other
things, the 2021 Senior Notes contain covenants restricting the Company's ability to incur certain additional debt, make
specified restricted payments, pay dividends, authorize or issue capital stock, enter into transactions with the Company's
affiliates, consolidate or merge with or acquire another business, sell certain of the Company's assets or liquidate, dissolve
or wind-up the Company. As of December 31, 2019, the Company was in compliance with all terms of the indenture for the
2021 Senior Notes.
Under the most restrictive terms of the 2021 Senior Notes, the Company is permitted to pay cash dividends of up to $25
million in a calendar year, but not permitted to repurchase shares of the Company's common stock. However, as long as the
net leverage ratio (net debt/EBITDA) under the 2021 Senior Notes is below 2.5x, the Company can pay dividends or
repurchase shares without limitation. In the event the net leverage ratio exceeds 2.5x, the Company may still pay dividends
in excess of $25 million or repurchase shares by utilizing "restricted payment baskets" as defined in the indenture for the
2021 Senior Notes. As of December 31, 2019, since the Company's leverage ratio was less than 2.5x, none of these
covenants were restrictive to the Company's ability to pay dividends on or repurchase shares of the Company's common
stock.
Amended and Restated Secured Revolving Credit Facility
In December 2018, the Company amended and restated its existing credit facility by entering into the Fourth Amended and
Restated Credit Agreement (the "Fourth Amended Credit Agreement") by and among the Company and certain of its
domestic subsidiaries as the "Domestic Borrowers", Neenah Services GmbH & Co. KG and certain of its German
subsidiaries as the "German Borrowers", certain other subsidiaries as the "German Guarantors", the financial institutions
signatory to the Fourth Amended Credit Agreement as lenders (the "Lenders"), and JPMorgan Chase Bank, N.A., as agent
for the Lenders (the "Administrative Agent").
The Fourth Amended Credit Agreement, among other things: (1) increased the maximum principal amount of the existing
credit facility for the Domestic Borrowers to $150 million (the "U.S. Revolving Credit Facility"); (2) maintains the
secured, multicurrency, revolving credit facility for the German Borrowers in the maximum principal amount of $75
million (the "German Revolving Credit Facility," and together with the U.S. Revolving Credit Facility, the "Global
Revolving Credit Facilities"); (3) caused the Company and the other Domestic Borrowers to guarantee, among other
things, the obligations of the German Borrowers arising under the German Revolving Credit Facility; (4) provides for the
Global Revolving Credit Facilities to mature on December 10, 2023; and (5) modifies the accordion feature permitting one
or more increases in the Global Revolving Credit Facilities in an aggregate principal amount not exceeding $125 million,
such that the aggregate commitments under the Global Revolving Credit Facilities do not exceed $350 million. In addition,
the Domestic Borrowers may request letters of credit under the U.S. Revolving Credit Facility in an aggregate face amount
not to exceed $20 million outstanding at any time, and the German Borrowers may request letters of credit under the
German Revolving Credit Facility in an aggregate face amount not to exceed $5 million outstanding at any time.
Proceeds of borrowings under the Global Revolving Credit Facilities may be used to finance working capital needs,
permitted acquisitions, permitted investments (including certain inter-company loans), certain dividends, distributions and
other restricted payments, and for other general corporate purposes.
The consolidated statements of cash flows present borrowings and repayments under the Global Revolving Credit Facilities
and the predecessor revolving bank credit facility using a gross approach. This approach presents not only discrete
borrowings for transactions such as a business acquisition, but also reflects all borrowings and repayments that occur as
part of daily management of cash receipts and disbursements. For the years ended December 31, 2019 and 2018, all of the
borrowings related to the daily cash management. For the year ended December 31, 2017, $31 million was borrowed in
conjunction with the Coldenhove Acquisition and the remaining $293 million included borrowings for daily cash
management.
The right of the Domestic Borrowers to borrow and obtain letters of credit under the U.S. Revolving Credit Facility is
subject to, among other things, the borrowing base of the Domestic Borrowers on a consolidated basis (the "Domestic
Borrowing Base"). The right of the German Borrowers to borrow and obtain letters of credit under the German Revolving
F-26
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Credit Facility is similarly subject to a borrowing base requirement (the "German Borrowing Base"). The German
Borrowing Base is initially determined on a combined basis for all German Borrowers. Under certain circumstances
(including the occurrence of an event of default resulting from an act or omission of any German Borrower or German
Guarantor), the Administrative Agent may require the German Borrowing Base to be determined separately for each of the
German Borrowers. At its option the Company may, from time to time, allocate a portion of the Domestic Borrowing Base
to the German Borrowing Base (resulting in a corresponding reduction of the Domestic Borrowing Base); however, the
principal amount of borrowings and the outstanding letter of credit exposure under the German Revolving Credit Facility
may not at any time exceed the German Revolving Credit Facility commitment amount then in effect.
The guarantees of the German Guarantors are limited solely to the German Revolving Credit Facility obligations. Under
the terms of the Fourth Amended Credit Agreement and related loan documentation, neither the German Borrowers nor the
German Guarantors (collectively, the "German Loan Parties") will be liable for any obligations relating to the U.S.
Revolving Credit Facility. The Global Revolving Credit Facilities are secured by liens on all or substantially all of the
assets of the Domestic Borrowers. The German Revolving Credit Facility is secured by liens on all or substantially all of
the assets of the German Borrowers and certain assets of the German Guarantors. Any liens granted by the German Loan
Parties secure only the German Revolving Credit Facility obligations.
Terms, Covenants and Events of Default. In general, borrowings under the Global Revolving Credit Facilities will bear
interest at LIBOR (which cannot be less than zero percent) plus an applicable margin ranging from 1.25% to 1.75%,
depending on the amount of availability under the Fourth Amended Credit Agreement. In addition, the Company may elect
an alternate borrowing rate ("ABR") for borrowings under the Global Revolving Credit Facilities. ABR borrowings under
the Global Revolving Credit Facilities will bear interest at the highest interest rate shown in the following table:
Prime rate
Federal funds rate +0.50%
Monthly LIBOR (which cannot be less than zero percent) +1.00%
Overnight LIBOR (which cannot be less than zero percent)
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Applicable Margin
U.S. Revolving
Credit Facility
0.00%-0.25%
0.00%-0.25%
0.00%-0.25%
Not applicable
German Revolving
Credit Facility
Not applicable
Not applicable
Not applicable
1.25%-1.75%
The Company is also required to pay a monthly commitment fee on the unused amounts available under the Global
Revolving Credit Facilities at a per annum rate of 0.25%.
If specified excess availability (i.e., aggregate availability, plus any excess of the aggregate borrowing base over the
aggregate commitments under the Global Revolving Credit Facilities as then in effect, subject to certain limitations) under
the Global Revolving Credit Facilities is less than the greater of (i) $20 million and (ii) 10% of the aggregate commitments
under the Global Revolving Credit Facilities as then in effect, the Company is required to comply with a fixed charge
coverage ratio (as defined in the Fourth Amended Credit Agreement) of not less than 1.1 to 1.0 for the preceding four-
quarter period, tested as of the end of each quarter. Such compliance, once required, would no longer be necessary once
(x) specified excess availability under the Global Revolving Credit Facilities exceeds the greater of (i) 17.5% of the
aggregate commitment for the Global Revolving Credit Facilities and (ii) $35 million for 60 consecutive days and (y) no
default or event of default has occurred and is continuing during such 60-day period. As of December 31, 2019, specified
excess availability under the Global Revolving Credit Facilities exceeded the minimum required amount, and the Company
is not required to comply with such fixed charge coverage ratio.
The Fourth Amended Credit Agreement contains affirmative, reporting and negative covenants, events of default and other
terms which the Company believes are ordinary and standard for agreements of this nature, with which the Company and
its subsidiaries must comply during the term of the agreement. Among other things, such covenants restrict the ability of
the Company and its subsidiaries to incur certain debt, incur or create certain liens, make specified restricted payments,
F-27
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
authorize or issue capital stock, enter into transactions with their affiliates, consolidate, merge with or acquire another
business, sell certain of their assets, or dissolve or wind up.
In addition, if the specified excess availability under the Global Revolving Credit Facilities is less than the greater of
(i) $25 million and (ii) 12.5% of the aggregate commitments under the Global Revolving Credit Facilities as then in effect,
the Company will be subject to increased reporting obligations and controls until such time as availability is more than the
greater of (a) $35 million and (b) 17.5% of the aggregate commitments under the Global Revolving Credit Facilities as
then in effect.
Under the terms of the Fourth Amended and Restated Credit Agreement, we are permitted to pay cash dividends on, and
repurchase shares of, our common stock without limitation, as long as our specified excess availability under the Fourth
Amended and Restated Credit Agreement exceeds the greater of (i) $25 million and (ii) 12.5% of our aggregate
commitments under the Global Revolving Credit Facilities (approximately $28 million as of December 31, 2019), on a pro
forma basis after giving effect to such dividend or stock repurchase (as the case may be). If our specified excess
availability, on a pro forma basis, is less than the applicable threshold, we are subject to certain restrictions on the amount
of cash dividends we are permitted to declare and the amount of share repurchases we are permitted to execute. As of
December 31, 2019, the Company's availability exceeded the applicable threshold, so this restriction did not apply.
The Fourth Amended Credit Agreement also contains events of default customary for financings of this type, including
failure to pay principal or interest, materially false representations or warranties, failure to observe covenants and certain
other terms of the Fourth Amended Credit Agreement, cross-defaults to certain other indebtedness, bankruptcy, insolvency,
various ERISA and foreign pension violations, the incurrence of material judgments and changes in control.
Availability under the Global Revolving Credit Facilities varies over time depending on the value of the Company's
inventory, receivables and various capital assets. As of December 31, 2019, the Company had $21.6 million of borrowings
and $0.5 million in letters of credit outstanding under the Global Revolving Credit Facilities and $173.5 million of
available credit (based on exchanges rates at December 31, 2019). As of December 31, 2019 and 2018, the weighted-
average interest rate on outstanding Revolver borrowings was 1.3 percent and 2.9 percent per annum, respectively.
Other Debt
In January 2013, Neenah Germany entered into a project financing agreement for the construction of a melt blown machine
(the "Second German Loan Agreement"). The agreement provided € 9.0 million of construction financing which is secured
by the melt blown machine. The loan matures in September 2022 and principal is repaid in 32 equal quarterly installments
beginning in December 2014. The interest rate on amounts outstanding is 2.45% and is payable quarterly. At December 31,
2019, € 3.1 million ($3.5 million, based on exchange rates at December 31, 2019) was outstanding under the Second
German Loan Agreement.
In May 2018, Neenah Germany entered into a project financing agreement for the construction of a regenerative thermal
oxidizer ("RTO") (the "Third German Loan Agreement"). The purposes of the project were to increase the capacity of the
existing saturators and ensure compliance with new European air emission standards. The agreement provided € 5.0 million
of financing and is secured by the asset. The loan matures in September 2022 and principal is repaid in 13 equal quarterly
installments beginning in June 2019. The interest rate on amounts outstanding is 1.45% and is payable quarterly. In the
fourth quarter 2018, the Company received a subsidy from the German government of $0.9 million due to completion of
the RTO project in the form of a principal reduction. At December 31, 2019, € 3.3 million ($3.7 million, based on exchange
rates at December 31, 2019) was outstanding under the Third German Loan Agreement.
F-28
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Principal Payments
The following table presents the Company's required debt payments:
Debt payments
2020
$
2.6
2021
$ 177.8
2022
2023
2024
Thereafter
Total
$
1.8
$
21.6
$ — $
— $
203.8
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Note 8. Pension and Other Postretirement Benefits
Pension Plans
Substantially all active employees of the Company's U.S. operations participate in defined benefit pension plans and/or
defined contribution retirement plans. The Company also has defined benefit plans and/or alternative retirement plans for
substantially all its employees in Germany, the U.K, and the Netherlands. In addition, the Company maintains a SERP
which is a non-qualified defined benefit plan. The Company provides benefits under the SERP to the extent necessary to
fulfill the intent of its defined benefit retirement plans without regard to the limitations set by the Internal Revenue Code on
qualified defined benefit plans.
The Company's policy is to recognize settlement losses for deferred vested pension benefit payments regardless of whether
the amount exceeded the sum of expected service cost and interest costs of the pension plan for the respective calendar
year. During 2019, 2018, and 2017, the Company recorded a $0.1 million, $0.8 million, and a $0.6 million settlement
losses in the SERP, for total payments of $0.5 million, $2.2 million, $1.3 million, respectively.
The Company's funding policy for its U.S. qualified defined benefit plans and its U.K. defined benefit plan is to contribute
assets in compliance with regulatory requirements to fund the projected benefit obligation. There is no legal or
governmental obligation to fund Neenah Germany's benefit plans and as such the Neenah Germany defined benefit plans
are currently unfunded. As of December 31, 2019, Neenah Germany had investments of $2.0 million that were restricted to
the payment of certain post-retirement employee benefits. As of December 31, 2019, $1.4 million and $0.6 million of such
investments are classified as Prepaid and other current assets and Other assets, respectively, on the consolidated balance
sheet. The Neenah Coldenhove retirement benefit obligations are administered by a third-party insurance company, and
funding for these benefits comes from premiums paid. Nonqualified plans providing pension benefits in excess of
limitations imposed by taxing authorities are not funded; however, the Company holds $4.0 million of marketable
securities that are designated for the payment of benefits under the SERP as of December 31, 2019, classified as Other
Assets on the consolidated balance sheet.
During October 2019, the Company reached an agreement with the union members of the Christelijke Nationale Vakbond
("CNV") and the Federatie Nederlandse Vakvereniging ("FNV") that affected employees in the Netherlands. In accordance
with the new agreements, effective December 31, 2019, the Neenah Coldenhove defined benefit pension plan is closed to
new entrants, and the defined benefit pension plan was replaced by a new defined contribution plan. All new employees
will participate in the new defined contribution plan, and current employees will have their benefit frozen at current levels
under the defined benefit plan and will begin participation in the new defined contribution plan. The Company recognized
a curtailment gain of $1.6 million in the fourth quarter of 2019 due to these changes.
During November 2019, the Company ratified a new collective bargaining agreement with the USW that affected hourly
employees at the Appleton Mill. In accordance with the new agreement, effective February 2020, the current defined
benefit pension plan at this location will be closed to new entrants, and the defined benefit pension plan will be replaced by
a new defined contribution plan. All new hourly employees will participate in the new defined contribution plan, and
certain hourly employees (30 of 115 employees at this location) with less than 25 years of service will have their benefit
frozen at current levels under the defined benefit plan and will begin participation in the new defined contribution plan.
Hourly employees with over 25 years of service will continue to participate in the respective defined benefit plan. There
were no curtailment or amendment charges recognized due to this change.
F-29
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
During December 2018, the Company signed new collective bargaining agreements with the USW that affected hourly
employees at the Munising Mill, Whiting Mill, Neenah Mill, and Neenah Finishing Center. In accordance with the new
agreements, effective March 2019, the current defined benefit pension plans at these locations will be closed to new
entrants, and the defined benefit pension plans will be replaced by a new defined contribution plan. All new hourly
employees will participate in the new defined contribution plan, and certain hourly employees (375 of 690 employees at
these locations) with less than 25 years of service will have their benefit frozen at current levels under the defined benefit
plan and will begin participation in the new defined contribution plan. Hourly employees with over 25 years of service and
certain other hourly employees will continue to participate in their respective defined benefit plans. There were no
curtailment or amendment charges recognized due to these changes.
The Company uses the fair value of pension plan assets to determine pension expense, rather than averaging gains and
losses over a period of years. Investment gains or losses represent the difference between the expected return calculated
using the fair value of the assets and the actual return based on the fair value of assets. The Company's pension obligations
are measured annually as of December 31.
Multi-Employer Plan
Prior to July 1, 2018, the hourly employees of the Lowville, New York facility were covered by a multi-employer defined
benefit plan. Effective on that date, the Company and representatives of the United Steelworkers Union (the "USW") of the
Lowville mill initiated actions to withdraw from the Pace Industry Union-Management Pension Fund (“PIUMPF”). As a
result, the Company recorded an estimated withdrawal liability of $1.0 million, which assumed payment of $0.1
million per year over 20 years, discounted at a credit adjusted risk-free rate of 5.7%. In October 2019, the Company
received a billing from PIUMPF for the withdrawal liability, which confirmed the $1.0 million liability. In addition to the
withdrawal liability, PIUMPF also demanded immediate payment of $1.3 million for the Company's pro-rata share of the
fund's accumulated funding deficiency. The Company is challenging this demand and believes it to be unenforceable. As
such, the Company has not recorded a liability for this amount as of December 31, 2019.
For the year ended December 31, 2018, the Company's contributions to the plan were less than $0.1 million and less than
5% of total plan contributions. On July 1, 2018, when the Company withdrew, the plan was in the red zone. Among other
factors, plans in the red zone are generally less than 65% funded.
Other Postretirement Benefit Plans
The Company maintains postretirement health care and life insurance benefit plans for active employees of the Company
and former employees of the Canadian pulp operations. The Canadian plans are generally noncontributory for employees
who were eligible to retire on or before December 31, 1992 and contributory for most employees who became eligible to
retire on or after January 1, 1993. The Company does not provide a subsidized benefit to non-union U.S. employees hired
after 2003 or collectively bargained employees after 2005. The Company's obligations for postretirement benefits other
than pensions are measured annually as of December 31.
F-30
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The following table reconciles the benefit obligations, plan assets, funded status and net liability information of the
Company's pension and other postretirement benefit plans.
Pension Benefits
Postretirement
Benefits Other
than Pensions
Year Ended December 31,
2019
2018
2019
2018
Change in Benefit Obligation:
Benefit obligation at beginning of year
Service cost
Interest cost
Currency
Actuarial (gain) loss
Benefit payments from plans
Plan curtailment (a)
Settlement payments
Other
Benefit obligation at end of year
Change in Plan Assets:
Fair value of plan assets at beginning of year
Actual gain (loss) on plan assets
Employer contributions
Currency
Benefit payments
Settlement payments
Other
Fair value of plan assets at end of year
Reconciliation of Funded Status
Fair value of plan assets
Projected benefit obligation
Net liability recognized in statement of financial position
Amounts recognized in statement of financial position consist of:
Current liabilities
Noncurrent liabilities
Net amount recognized
_______________________
44.0
1.1
1.4
(0.3)
1.1
(4.9)
—
—
—
39.7
$
42.4
$
430.7
$
463.9
$
42.4
$
5.0
16.2
(1.2)
55.0
(21.1)
(2.8)
(0.5)
1.1
482.4
375.2
62.1
8.3
(0.5)
(21.1)
(0.5)
0.6
424.1
424.1
$
$
$
$
6.7
15.8
(4.6)
(29.3)
(20.3)
—
(2.2)
0.7
430.7
400.4
(18.9)
18.2
(2.7)
(20.3)
(2.2)
0.7
375.2
375.2
$
$
$
$
482.4
(58.3) $
430.7
(55.5) $
1.2
1.5
0.1
(0.7)
(4.8)
—
—
—
— $
—
—
—
—
—
—
— $
— $
39.7
(39.7) $
(1.2) $
(57.1)
(58.3) $
(1.7) $
(53.8)
(55.5) $
(5.6) $
(34.1)
(39.7) $
$
$
$
$
$
$
$
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—
—
—
—
—
—
—
—
—
42.4
(42.4)
(5.2)
(37.2)
(42.4)
(a) For the year ended December 31, 2019, the Company recognized a curtailment gain of $1.6 million related to the
Neenah Coldenhove pension plan. See discussion earlier in this Note.
F-31
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Amounts recognized in accumulated other comprehensive income (loss) consist of:
Accumulated actuarial loss
Prior service cost
Total recognized in AOCI
Summary disaggregated information about the pension plans follows:
Pension
Benefits
Postretirement
Benefits Other
than Pensions
December 31,
2019
2018
2019
2018
$ 117.8
0.9
$ 118.7
$ 110.1
0.7
$ 110.8
$
$
7.2
—
7.2
$
$
8.7
—
8.7
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Components of Net Periodic Benefit Cost
Service cost
Interest cost
Expected return on plan assets (a)
Recognized net actuarial loss
Amortization of prior service cost (credit)
Curtailment gain
Amount of settlement loss recognized
Net periodic benefit cost
_______________________
Assets Exceed
ABO
December 31,
ABO Exceed
Assets
Total
2019
2018
2019
2018
2019
2018
$
— $
—
—
130.3
125.4
128.8
$ 482.4
478.3
424.1
$ 300.4
298.5
246.4
$
482.4
$
478.3
424.1
430.7
423.9
375.2
Pension Benefits
Postretirement Benefits
Other than Pensions
Year Ended December 31,
2019
2018
2017
2019
2018
2017
$ 5.0
16.2
(21.1)
4.9
0.2
(1.6)
0.1
$ 3.7
$ 6.7
15.8
(21.0)
5.2
0.2
—
0.8
$ 7.7
$ 1.1
1.4
$ 5.5
$ 1.2
15.0
1.5
—
(19.9) —
0.9
0.8
— (0.2)
—
—
—
—
$ 3.1
$ 3.6
—
0.6
$ 7.0
5.6
0.2
$ 1.2
1.4
—
0.3
(0.2)
—
—
$ 2.7
(a) The expected return on plan assets, excluding the Neenah Coldenhove plan assets, is determined by multiplying
the fair value of plan assets at the prior year-end (adjusted for estimated current year cash benefit payments and
contributions) by the expected long-term rate of return. The Neenah Coldenhove pension plan is funded through
an insurance contract, and the expected return on plan assets is calculated based on the discount rate of the insured
obligations.
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
Net periodic benefit expense
Accumulated actuarial gain (loss)
Prior service cost (credit)
Total recognized in other comprehensive income (loss)
Total recognized in net periodic benefit cost and other comprehensive
income (loss)
Pension Benefits
Postretirement Benefits
Other than Pensions
Year Ended December 31,
2019
2018
2017
2019
2018
2017
$ 3.7
7.7
0.2
7.9
$
7.7
4.2
(0.1)
4.1
$ 7.0
$ 3.6
$ 3.1
10.1
(1.5)
0.1
(0.1) — 0.2
0.3
(1.5)
10.0
$ 2.7
3.7
0.2
3.9
$ 11.6
$ 11.8
$ 17.0
$ 2.1
$ 3.4
$ 6.6
The estimated net actuarial loss and prior service cost for the defined benefit pension plans expected to be amortized from
AOCI into net periodic benefit cost over the next fiscal year are $5.3 million and $0.3 million, respectively. The estimated
net actuarial loss and prior service (credit) for postretirement benefits other than pensions expected to be amortized from
AOCI into net periodic benefit cost over the next fiscal year is $0.6 million and $0.0 million, respectively.
Weighted-Average Assumptions Used to Determine Benefit Obligations at December 31
Discount rate
Rate of compensation increase
Initial healthcare cost trend rate
Ultimate healthcare cost trend rate
Ultimate year
Pension
Benefits
Postretirement
Benefits
Other than
Pensions
2019
2018
2019
2018
2.98% 3.94% 2.68% 3.84%
—%
—%
2.05% 2.34%
—% 6.10% 6.80%
—% 4.50% 4.50%
2037
2037
—
—%
—%
—
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost for Years Ended December 31
Pension Benefits
Postretirement
Benefits Other than
Pensions
Year Ended December 31,
2019
2018
2017
2019
2018
2017
Discount rate
Expected long-term return on plan assets (a)
Rate of compensation increase
Initial healthcare cost trend rate
Ultimate healthcare cost trend rate
Ultimate year
_______________________
—%
3.78% 3.65% 4.18% 3.84% 3.42% 3.89%
—%
5.91% 5.78% 6.31%
—%
—%
2.33% 2.44% 2.49% 2.50% 2.50%
—% 6.50% 6.80% 7.00%
—% 4.50% 4.50% 4.50%
2037
—
—% —%
—% —%
—
2037
2037
—
(a) The expected long-term return on plan assets does not include the Neenah Coldenhove plan assets. The Neenah
Coldenhove pension plan is funded through an insurance contract, and the expected return on plan assets is
calculated based on the discount rate of the insured obligations.
Expected Long-Term Rate of Return and Investment Strategies
The expected long-term rate of return on pension fund assets held by the Company's pension trusts was determined based
on several factors, including input from pension investment consultants and projected long-term returns of broad equity
and bond indices. Also considered were the plans' historical compounded annual returns. It is anticipated that, on average,
the managed pension plan assets will generate a return of 5 to 6 percent. The expected long-term rate of return on the assets
in the plans was based on an asset allocation assumption of approximately 33 percent with equity managers, with expected
long-term rates of return of approximately 8 to 10 percent, 8 percent with hedge funds/other, with expected long-term rates
of return of approximately 5 to 7 percent, and 59 percent with fixed income managers, with an expected long-term rate of
return of about 3 to 5 percent. The actual asset allocation is regularly reviewed and periodically rebalanced to the targeted
allocation when considered appropriate.
Plan Assets
Pension plan asset allocations are as follows:
Asset Category (a)
Equity securities
Hedge fund / Other
Debt securities / Fixed Income
Cash and money-market funds
Total
_______________________
Percentage of Plan
Assets At
December 31,
2019
2018
33%
33%
8%
8%
58%
59%
1%
—%
100% 100%
(a) The asset categories do not include the insurance contract related to the Neenah Coldenhove pension plan.
F-34
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The Company's investment objective for pension plan assets is to ensure, over the long-term life of the pension plans, an
adequate pool of assets to support the benefit obligations to participants, retirees, and beneficiaries. Specifically, these
objectives include the desire to: (a) invest assets in a manner such that future assets are available to fund liabilities,
(b) maintain liquidity sufficient to pay current benefits when due and (c) diversify, over time, among asset classes so assets
earn a reasonable return with acceptable risk to capital.
The weighted average target investment allocation and permissible allocation range for plan assets by category are as
follows:
Asset Category
Equity securities
Hedge fund / Other
Debt securities / Fixed Income
Strategic Target
Permitted Range
33%
8%
59%
28-38%
3-13%
54-64%
As of December 31, 2019, no company or group of companies in a single industry represented more than 5 percent of plan
assets.
The Company's investment assumptions are established by an investment committee composed of members of senior
management and are validated periodically against actual investment returns. As of December 31, 2019, the Company's
investment assumptions are as follows:
(1) The plan should be substantially fully invested in debt and equity securities at all times because substantial cash
holdings will reduce long-term rates of return;
(2) Equity investments will provide greater long-term returns than fixed income investments, although with greater
short-term volatility;
(3) It is prudent to diversify plan investments across major asset classes;
(4) Allocating a portion of plan assets to foreign equities will increase portfolio diversification, decrease portfolio risk
and provide the potential for long-term returns;
(5) Investment managers with active mandates can reduce portfolio risk below market risk and potentially add value
through security selection strategies, and a portion of plan assets should be allocated to such active mandates;
(6) A component of passive, indexed management can benefit the plans through greater diversification and lower
cost, and a portion of the plan assets should be allocated to such passive mandates, and
(7) It is appropriate to retain more than one investment manager, given the size of the plans, provided that such
managers offer asset class or style diversification.
For the years ended December 31, 2019, 2018 and 2017, no plan assets were invested in the Company's securities.
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Cash Flows
At December 31, 2019, the Company expects to make aggregate contributions to qualified and nonqualified defined benefit
pension trusts and to pay pension benefits for unfunded pension and other postretirement benefit plans in 2020 of
approximately $9 million (based on exchange rates at December 31, 2019).
F-35
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
2020
2021
2022
2023
2024
Years 2025-2029
Health Care Cost Trends
Pension Plans
Postretirement
Benefits
Other than
Pensions
$
$
22.3
27.1
23.3
24.2
25.0
129.3
5.6
5.0
4.6
4.2
3.9
13.7
Assumed health care cost trend rates affect the amounts reported for postretirement health care benefit plans. A one
percentage-point change in assumed health care cost trend rates would have the following effects:
Effect on total of service and interest cost components
Effect on post-retirement benefit other than pension obligation
One Percentage-
Point
Increase
Decrease
$
— $
0.2
—
(0.2)
Defined Contribution Retirement Plans
Company contributions to defined contribution retirement plans are based on various factors for covered employees.
Contributions to these plans, all of which were charged to expense, were $2.0 million in 2019, $2.3 million in 2018 and
$2.5 million in 2017. In addition, the Company maintains a supplemental retirement contribution plan (the "SRCP") which
is a non-qualified, unfunded defined contribution plan. The Company provides benefits under the SRCP to the extent
necessary to fulfill the intent of its defined contribution retirement plans without regard to the limitations set by the Internal
Revenue Code on qualified defined contribution plans. For the years ended December 31, 2019, 2018 and 2017, the
Company recognized expense related to the SRCP of $0.4 million, $0.0 million and $0.4 million, respectively. At both
December 31, 2019 and December 31, 2018, the unfunded obligation of the SRCP was $1.7 million.
Investment Plans
The Company provides voluntary contribution investment plans to substantially all North American employees. Under the
plans, the Company matches a portion of employee contributions. For the years ended December 31, 2019, 2018 and 2017,
costs charged to expense for Company matching contributions under these plans were $4.7 million, $4.0 million and $3.7
million, respectively.
F-36
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Note 9. Stock Compensation Plans
The Company established the 2004 Omnibus Stock and Incentive Plan (the "2004 Omnibus Plan") in December 2004 and
reserved 3,500,000 shares of $0.01 par value common stock ("Common Stock") for issuance under the Omnibus Plan.
Pursuant to the terms of the 2004 Omnibus Plan, the compensation committee of the Company's Board of Directors may
grant various types of equity-based compensation awards, including incentive and nonqualified stock options, SARs,
restricted stock, RSUs, Performance Units, in addition to certain cash-based awards. All grants under the Omnibus Plan
will be made at fair market value and no grant may be repriced. In general, the options expire 10 years from the date of
grant and vest over a 3-year service period.
At the 2018 Annual Meeting of Stockholders, the Company's stockholders approved an amendment and restatement of the
2004 Omnibus Plan (as amended and restated the "2018 Omnibus Plan"). The amendment and restatement authorized the
Company to reserve an additional 800,000 shares of Common Stock for future issuance. As of December 31, 2019, the
Company had 1,091,000 shares of Common Stock reserved for future issuance under the 2018 Omnibus Plan. As of
December 31, 2019, the number of shares available for future issuance was reduced by approximately 177,000 shares for
outstanding SARs where the closing market price for the Company's common stock was greater than the exercise price of
the SAR. The Company accounts for stock-based compensation pursuant to the fair value recognition provisions of ASC
Topic 718, Compensation — Stock Compensation ("ASC Topic 718").
Valuation and Expense Information Under ASC Topic 718
Substantially all stock-based compensation expense has been recorded in Selling, general and administrative expenses on
the consolidated statements of operations. The following table summarizes stock-based compensation costs and related
income tax benefits.
Stock-based compensation expense
Income tax benefit
Stock-based compensation, net of income tax benefit
Year Ended December 31,
2019
2018
2017
$
$
5.6
(1.4)
4.2
$
$
4.0
(1.0)
3.0
$
$
6.4
(2.5)
3.9
The following table summarizes total compensation costs related to the Company's equity awards and amounts recognized
in the year ended December 31, 2019.
Unrecognized compensation cost — December 31, 2018
Grant date fair value current year grants
Compensation expense recognized
Unrecognized compensation cost — December 31, 2019
Expected amortization period (in years)
Stock Options
Performance
Shares and RSUs
$
$
0.6
$
—
(0.4)
0.2
1.1
$
2.1
5.5
(5.2)
2.4
1.6
Stock Options/SARs
The Company grants nonqualified stock options to certain non-U.S. employees and Stock Appreciation Rights (SARs, and
collectively 'stock options') to certain U.S. employees. Upon exercise, the holder of a SAR receives common shares equal
to the number of SARs exercised multiplied by a fraction where the numerator is equal to the market price at the time of
F-37
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
exercise minus the exercise price of the SAR and the denominator is equal to the market price at the time of exercise. The
SARs can only be settled for shares of Common Stock and the Company does not receive any cash proceeds upon exercise.
The following tables present information regarding stock options awarded during the years ended December 31, 2019,
2018 and 2017.
Stock options granted
Per share weighted-average exercise price
Per share weighted-average grant date fair value
2019
1,272
66.59
10.32
$
$
2018
108,420
93.22
15.00
$
$
2017
144,089
82.11
13.54
$
$
The weighted-average grant date fair value for stock options granted for the years ended December 31, 2019, 2018 and
2017 was estimated using the Black-Scholes option valuation model with the following assumptions:
Expected term in years
Risk free interest rate
Volatility
Dividend yield
2019
2018
2017
5.0
5.7
5.8
2.1%
2.5%
1.8%
23.1% 21.5% 22.9%
3.0%
3.0%
3.0%
Expected volatility and the expected term were estimated by reference to the historical stock price performance of the
Company and historical data for the Company's stock option awards, respectively. The risk-free interest rate was based on
the yield on U.S. Treasury bonds with a remaining term approximately equal to the expected term of the stock option
awards. Forfeitures were estimated at the date of grant.
The following table summarizes stock option activity under the Omnibus Plan for the year ended December 31, 2019:
Options outstanding — December 31, 2018
Add: Options granted
Less: Options exercised
Less: Options forfeited/cancelled
Options outstanding — December 31, 2019
Number of
Stock Options
Weighted-Average
Exercise Price
451,081
1,272
34,073
1,732
416,548
$
$
$
$
$
67.46
66.59
35.26
71.89
70.08
F-38
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The status of outstanding and exercisable stock options as of December 31, 2019, summarized by exercise price follows:
Options Vested or Expected to Vest
Options Exercisable
Exercise Price
$13.38 — $22.44
$24.09 — $42.82
$48.19 — $74.20
$74.70 — $93.35
Weighted-
Average
Remaining
Contractual
Life (Years)
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value (a)
Number of
Options
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value (a)
0.8
3.3
5.8
7.5
6.3
$
$
$
$
$
18.72
$
34.28
58.45
86.93
70.08
$
0.4
2.0
1.5
—
3.9
8,745
56,380
120,347
132,557
318,029
$
$
$
$
$
18.72
$
34.28
58.35
85.35
64.36
$
0.4
2.0
1.5
—
3.9
Number of
Options
8,745
56,380
121,703
229,720
416,548
_______________________
(a) Represents the total pre-tax intrinsic value as of December 31, 2019 that option holders would have received had
they exercised their options as of such date. The pre-tax intrinsic value is based on the closing market price for the
Company's common stock of $70.43 on December 31, 2019.
The aggregate pre-tax intrinsic value of stock options exercised for the years ended December 31, 2019, 2018 and 2017
was $1.2 million, $5.2 million and $11.5 million, respectively.
The following table summarizes the status of the Company's unvested stock options as of December 31, 2019 and activity
for the year then ended:
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Outstanding — December 31, 2018
Add: Options granted
Less: Options vested
Less: Options forfeited
Outstanding — December 31, 2019
Number of
Stock Options
Weighted-Average
Grant Date
Fair Value
210,178
1,272
111,615
1,316
98,519
$
$
$
$
$
14.21
10.32
14.04
13.73
14.41
As of December 31, 2019, certain participants met age and service requirements that allowed their options to qualify for
accelerated vesting upon retirement. As of December 31, 2019, there were approximately 61,000 stock options subject to
accelerated vesting that such participants would have been eligible to exercise if they had retired as of such date. The
aggregate grant date fair value of options subject to accelerated vesting was $0.9 million. For the year ended December 31,
2019, stock-based compensation expense for such options was less than $0.1 million. For the year ended December 31,
2019, the aggregate grant date fair value of options vested, including options subject to accelerated vesting, was $1.6
million. Stock options that reflect accelerated vesting for expense recognition become exercisable according to the contract
terms of the stock option grant.
PSUs/RSUs
For the year ended December 31, 2019, the Company granted target awards of 49,730 PSUs. The measurement period for
three fourths of the PSUs is January 1, 2019 through December 31, 2019, and for the remaining fourth of the PSUs is
F-39
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
January 1, 2019 through December 31, 2021. The PSUs vest on December 31, 2021. Common Stock equal to not more
than 200 percent of the PSUs target will be awarded based on the Company’s return on invested capital, consolidated
revenue growth, EPS and total return to shareholders relative to the companies in the Russell 2000® Value small cap index.
The Company’s return on invested capital, consolidated revenue growth and EPS are adjusted for certain items as further
described in the Performance Share Unit Award Agreement.
As of December 31, 2019, the Company expects that Common Stock equal to approximately 67 percent of the PSU targets
will be earned. The market price on the date of grant for the PSUs was $69.05 per share. At the end of the measurement
period, the PSUs convert into RSUs, at the determined rate mentioned above, that are entitled to dividends but do not have
voting rights. The Company is recognizing stock-based compensation expense pro-rata over the vesting term of the PSUs/
RSUs. For further discussion on participating securities refer to Note 3, "Earnings Per Share".
For the year ended December 31, 2019, the Company awarded 10,056 RSUs to non-employee members of the Board of
Directors and 36,457 RSUs to employees. The weighted-average grant date fair value of such awards was $67.04 per share
and the awards vest one year from the date of grant for the Board of Directors grants and in equal amounts at December 31,
2019, 2020, and 2021 for the employee grants. During the vesting period, the holders of the RSUs are entitled to dividends,
but the RSUs do not have voting rights and are forfeited in the event the holder is no longer an employee or member of the
Board of Directors on the vesting date as further described in the Restricted Stock Unit Award Agreement.
The following table summarizes the activity of the Company's unvested stock-based awards (other than stock options) for
the years ended December 31, 2019, 2018 and 2017:
Weighted-Average
Grant Date
Fair Value
RSUs
PSUs
Weighted-Average
Grant Date
Fair Value
Outstanding — December 31, 2016
Shares granted (a)
Shares vested
Performance Shares vested
Shares expired or cancelled
Outstanding — December 31, 2017
Shares granted (a)
Shares vested
Performance Shares vested
Shares expired or cancelled
Outstanding — December 31, 2018
Shares granted (a)
Shares vested
Performance Shares vested
Shares expired or cancelled
Outstanding — December 31, 2019 (b)
_______________________
80,719
$
10,318
$
(72,451) $
73,838
$
(3,625) $
88,799
$
10,618
$
(72,190) $
33,928
$
(7,695) $
53,460
$
46,556
$
(63,595) $
10,354
$
(2,113) $
44,662
$
54.91
76.84
55.26
52.11
50.48
53.33
82.29
60.24
88.40
84.45
67.53
67.04
72.91
93.21
69.35
65.23
53,506
$
41,883
$
— $
(53,506) $
(506) $
$
41,377
40,747
$
— $
(31,421) $
(3,482) $
47,221
$
49,730
$
— $
(25,833) $
(4,927) $
66,191
$
73.79
81.85
—
73.79
81.85
81.85
93.21
—
81.85
84.45
93.21
69.05
—
93.21
85.67
75.62
(a) For the years ended December 31, 2019, 2018 and 2017, includes 43 RSUs, 132 RSUs and 226 RSUs,
respectively, that were granted in lieu of cash dividends. Such dividends-in-kind vest concurrently with the
underlying RSUs.
(b) The aggregate pre-tax intrinsic value of outstanding RSUs as of December 31, 2019 was $3.1 million.
F-40
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The aggregate pre-tax intrinsic value of restricted stock and RSUs that vested for the years ended December 31, 2019, 2018
and 2017 was $4.2 million, $4.4 million and $6.3 million, respectively.
Excess Tax Benefits
Excess tax benefits represent the difference between the tax deduction the Company will receive on its tax return for
compensation recognized by employees upon the vesting or exercise of stock-based awards and the tax benefit recognized
for the grant date fair value of such awards. For the years ended December 31, 2019, 2018 and 2017, the Company
recognized excess tax benefits related to the exercise or vesting of stock-based awards of $0.1 million, $1.2 million and
$4.5 million, respectively.
Note 10. Stockholders' Equity
Common Stock
The Company has authorized 100 million shares of Common Stock. Holders of the Company's Common Stock are entitled
to one vote per share.
In November 2019, the Company's Board of Directors authorized a program, effective January 1, 2020, that would allow
the Company to repurchase up to $25 million of its outstanding Common Stock over the next 12 months (the "2020 Stock
Purchase Plan"). Purchases by the Company under the 2020 Stock Purchase Plan would be made from time to time in the
open market or in privately negotiated transactions in accordance with the requirements of applicable law. The timing and
amount of any purchases will depend on share price, market conditions and other factors. The 2020 Stock Purchase Plan
does not require the Company to purchase any specific number of shares and may be suspended or discontinued at any
time. The 2020 Stock Purchase Plan is expected to be funded using cash on hand or borrowings under the Company's bank
credit facility. The Company also had $25 million repurchase programs in place during the preceding two years that
expired in December 2019 (the “2019 Stock Purchase Plan”) and December 2018 (the “2018 Stock Purchase Plan”),
respectively.
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The following table shows shares purchased under the respective stock purchase plans:
2019 Stock Purchase Plan
2018 Stock Purchase Plan
2017 Stock Purchase Plan
2016 Stock Purchase Plan
Year Ended December 31,
2019
2018
2017
Shares
$
Shares
$
Shares
$
79,676
$
4.9
124,434
$
9.3
—
85,354
—
$ 6.8
As of December 31, 2019, under the terms of the Fourth Amended and Restated Credit Agreement and the 2021 Senior
Notes, the Company has limitations on its ability to repurchase shares of its Common Stock, as further discussed in Note 7,
"Debt."
For the years ended December 31, 2019, 2018 and 2017, the Company acquired 17,774 shares, 25,890 shares and 28,000
shares of Common Stock, respectively, at a cost of $1.3 million, $1.5 million and $2.5 million, respectively, for shares
surrendered by employees to pay taxes due on vested restricted stock awards and SARs exercised.
F-41
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Preferred Stock
The Company has authorized 20 million shares of $0.01 par value preferred stock. The preferred stock may be issued in
one or more series and with such designations and preferences for each series as shall be stated in the resolutions providing
for the designation and issue of each such series adopted by the Board of Directors of the Company. The Board of
Directors is authorized by the Company's articles of incorporation to determine the voting, dividend, redemption and
liquidation preferences pertaining to each such series. No shares of preferred stock have been issued by the Company.
Other Comprehensive Income (Loss)
Comprehensive income (loss) includes, in addition to net income (loss), gains and losses recorded directly into
stockholders' equity on the consolidated balance sheet. These gains and losses are referred to as other comprehensive
income (loss) ("OCI") items. AOCI consists of foreign currency translation gains and (losses), adjustments related to
pensions and other post-retirement benefits, and, prior to 2018, deferred gains and (losses) on "available-for-sale"
securities. The Company does not provide income taxes for foreign currency translation adjustments related to indefinite
investments in foreign subsidiaries.
The components of accumulated other comprehensive income (loss), net of applicable income taxes are as follows:
Net loss from pension and other postretirement benefit liabilities, net of income tax benefits of
$31.6 million and $29.9 million, respectively
$
(94.3) $
(89.6)
Unrealized foreign currency translation losses, net of income tax benefits of $0.3 and $0.3,
respectively
AOCI
(19.0)
(15.5)
$ (113.3) $ (105.1)
December 31,
2019
2018
The following table presents changes in accumulated other comprehensive income (loss):
Year Ended December 31,
Pretax
Amount
2019
Tax
Effect
Net
Amount
Pretax
Amount
2018
Tax
Effect
Net
Amount
Pretax
Amount
2017
Tax
Effect
Net
Amount
$
(3.5) $ — $ (3.5) $
(7.9) $ (0.1) $ (8.0) $
20.0
$ — $ 20.0
(6.4)
1.7
$ (4.7)
(4.4)
1.1
(3.3)
(13.8)
2.9
(10.9)
—
—
—
—
—
—
(0.4)
0.1
(0.3)
$
(9.9) $ 1.7
$ (8.2) $ (12.3) $ 1.0
$ (11.3) $
5.8
$ 3.0
$
8.8
Unrealized foreign currency
translation gains (losses)
Adjustment to pension and other
benefit liabilities (a)
Unrealized loss on "available-
for-sale" securities (b)
Other comprehensive income
(loss)
_______________________
(a)
In conjunction with the Tax Act, the Company early adopted in the fourth quarter of 2017 ASU
2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income (Topic
740) and accordingly reclassified $10.9 million from AOCI to retained earnings to address the stranded tax effects
resulting from the effect of lower tax rates in the Tax Act on items with AOCI.
(b) The Company adopted ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial
Assets and Financial Liabilities as of January 1, 2018. As a result of the adoption, the Company reclassified $0.3
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
million of unrealized losses (net of $0.1 million income tax effect) on "available-for-sale" securities to beginning
retained earnings.
For the years ended December 31, 2019, 2018 and 2017, the Company reclassified $6.0 million, $6.0 million and $5.9
million, respectively, of costs from AOCI to Other expense, net on the consolidated statements of operations. For the years
ended December 31, 2019, 2018 and 2017, the Company recognized an income tax benefit of $1.5 million, $1.5 million
and $2.3 million, respectively, related to such reclassifications classified as Provision for income taxes on the consolidated
statements of operations.
For the year ended December 31, 2019, 2018, and 2017, the Company reclassified costs of $1.3 million, $0.8 million, and
$0.6 million, respectively, from AOCI to the pension and SERP plan related adjustments on the Consolidated Statements of
Operations. For the years ended December 31, 2019, 2018, and 2017, the Company recognized an income tax benefit of
$0.3 million, $0.2 million, and $0.2 million, respectively, related to such reclassifications classified as provision for income
taxes on the Consolidated Statements of Operations.
Note 11. Leases
Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842) using the modified retrospective
transition option. The Company also elected the package of transition provisions available for expired or existing contracts,
which allowed us to carry forward our historical assessments of (1) whether contracts are or contain leases, (2) lease
classification and (3) initial direct costs. The most significant impact was recognition of right-of-use ("ROU") assets of $16
million and lease liabilities of $17 million on the Condensed Consolidated Balance Sheet as of January 1, 2019. The
adoption of this standard did not have a significant effect related to existing leases and, as a result, no cumulative-effect
adjustment was needed. The Company also completed the implementation of new processes to assist in the ongoing lease
data collection and analysis, and updated its accounting policies and internal controls in connection with the adoption of
the new standard.
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The Company has operating leases for corporate offices, warehouses and certain equipment, with remaining lease terms of
up to 11 years, some of which include options to extend the leases for up to five years. The Company determines if an
arrangement is a lease at inception. Operating leases with terms greater than 12 months are included in "Lease Right-of-Use
Assets", "Lease liabilities payable within one year" and "Noncurrent Lease Liabilities" on the Condensed Consolidated Balance
Sheets. As of December 31, 2019, the Company did not have any material finance leases.
Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease
payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the
Company uses its incremental borrowing rate based on the information available at commencement date in determining the
present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonably
certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-
line basis over the lease term.
The Company’s lease agreements contain lease and non-lease components, which are accounted for as a single lease component.
Additionally, for certain equipment leases, the Company applies a portfolio approach to effectively account for the operating
lease ROU assets and liabilities.
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The components of lease expense were as follows:
Operating lease cost
Short-term lease cost
Variable lease cost (a)
_______________________
Year Ended December 31, 2019
$
3.1
1.5
2.1
(a) The variable lease costs consist mainly of a warehouse lease where the cost is determined based on the square footage
used each month.
For the year ended December 31, 2019, the Company paid $3.1 million for amounts included in the measurement of operating
lease liabilities. For the year ended December 31, 2019, new ROU assets of $0.4 million were obtained in exchange for
operating lease liabilities.
As of December 31, 2019, the weighted average remaining lease term and weighted average discount rate for operating leases
were 8.1 years and 4.9%, respectively.
Maturities of lease liabilities were as follows:
Year Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less: Imputed interest
Total lease liabilities
Operating Leases
$
$
2.8
2.6
2.3
2.0
1.7
7.4
18.8
3.9
14.9
Under the previous accounting standard, ASC Topic 840, Leases, which was effective through December 31, 2018, the rent
expense under operating leases for the years ended December 31, 2018 and 2017 rent was $7.2 million and $6.8 million,
respectively.
Note 12. Commitments, Contingencies, and Legal Matters
Litigation
The Company is involved in certain legal actions and claims arising in the ordinary course of business. While the outcome
of these legal actions and claims cannot be predicted with certainty, it is the opinion of management that the outcome of
any such claim which is pending or threatened, either individually or on a combined basis, will not have a material effect
on the consolidated financial condition, results of operations or liquidity of the Company.
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Income Taxes
The Company periodically undergoes examination by the Internal Revenue Service (the "IRS") as well as various state and
foreign jurisdictions. These tax authorities routinely challenge certain deductions and credits reported by the Company on
its income tax returns. No significant tax audit findings are being contested at this time with either the IRS or any state or
foreign tax authority.
Environmental, Health and Safety Matters
The Company is subject to federal, state and local laws, regulations and ordinances relating to various environmental,
health and safety matters. The Company is in compliance with, or is taking actions designed to ensure compliance with,
these laws, regulations and ordinances. However, the nature of the Company's business exposes it to the risk of claims with
respect to environmental, health and safety matters, and there can be no assurance that material costs or liabilities will not
be incurred in connection with such claims. Except for certain orders issued by environmental, health and safety regulatory
agencies, with which management believes the Company is in compliance and which management believes are immaterial
to the results of operations of the Company's business, Neenah is not currently named as a party in any judicial or
administrative proceeding relating to environmental, health and safety matters.
While the Company has incurred in the past several years, and will continue to incur, capital and operating expenditures in
order to comply with environmental, health and safety laws, regulations and ordinances, management believes that the
Company's future cost of compliance with environmental, health and safety laws, regulations and ordinances, and its
exposure to liability for environmental, health and safety claims will not have a material effect on its financial condition,
results of operations or liquidity. However, future events, such as changes in existing laws and regulations or contamination
of sites owned, operated or used for waste disposal by the Company (including currently unknown contamination and
contamination caused by prior owners and operators of such sites or other waste generators) may give rise to additional
costs which could have a material effect on the Company's financial condition, results of operations or liquidity.
The Company incurs capital expenditures necessary to meet legal requirements and otherwise relating to the protection of
the environment at its facilities in the United States and internationally. The Company's anticipated capital expenditures for
environmental projects are not expected to have a material effect on the Company's financial condition, results of
operations or liquidity.
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Employees and Labor Relations
As of December 31, 2019, the Company had approximately 2,324 regular full-time employees of whom 995 hourly and
513 salaried employees were located in the United States and 385 hourly and 431 salaried employees were located in
Europe. All of the Company's U.S. hourly union employees are represented by the USW. Certain employees of Neenah
Germany are eligible to be represented by the Mining, Chemicals and Energy Trade Union, Industriegewerkschaft
Bergbau, Chemie and Energie (the "IG BCE"). Under German law union membership is voluntary and does not need to be
disclosed to the Company. As a result, the number of employees covered by the collective bargaining agreement with the
IG BCE cannot be determined. In Netherlands, most of our employees are eligible to be represented by the Christelijke
Nationale Vakbond ("CNV") and the Federatie Nederlandse Vakvereniging ("FNV"). Under Netherlands law, union
membership is voluntary and does not need to be disclosed to the Company. The collective bargaining arrangement with
CNV and FNV will expire in April 2020. Hourly union employees at the Company's Bolton, England manufacturing
facility are represented by Unite the Union ("UNITE"). As of December 31, 2019, no employees are covered under
collective bargaining agreements that will expire in the next 12 months, not including the employees covered by the
collective bargaining arrangements with the IG BCE and CNV and FNV.
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
The following table shows the status of the Company's bargaining agreements as of December 31, 2019.
Contract Expiration Date
April 2020
August 2020
January 2021
June 2021
July 2021
November 2021
May 2022
_______________________
Location
Union
Number of
Employees
Eerbeek, Netherlands
CNV, FNV (a)
Weidach and
Bruckmühl, Germany
IG BCE
Whiting, WI
Neenah, WI
Munising, MI
Lowville, NY
Appleton, WI
USW
USW
USW
USW
USW
(a)
203
244
177
98
89
(a) Under Germany and Netherlands laws, union membership is voluntary and does not need to be disclosed to the
Company. As a result, the number of employees covered by the collective bargaining agreement with the IG BCE,
and the CNV and FNV cannot be determined.
Purchase Commitments
The Company has certain minimum purchase commitments that extend beyond December 31, 2019. Commitments under
these contracts are approximately $7.2 million, $0.8 million, $0.2 million, and $0.2 million for the years ended
December 31, 2020, 2021, 2022, and 2023 respectively. Such purchase commitments for the year ended December 31,
2020 are primarily for raw material contracts. Although the Company is primarily liable for payments on the above-
mentioned leases and purchase commitments, management believes exposure to losses, if any, under these arrangements is
not material.
Note 13. Sale of Brattleboro Mill and Impairment Loss
In the second quarter of 2018, as a result of a broad scope review of various initiatives to improve margins and optimize the
portfolio of products and manufacturing footprint in the Fine Paper and Packaging segment, the Company determined that
the Brattleboro mill was not a strategic part of the Fine Paper and Packaging manufacturing footprint, given the nature of
the office supply category. Historically, the Brattleboro mill had manufactured products primarily for the office supply
category, and more recently had been adversely impacted by manufacturing inefficiencies due to changes in input costs,
product category and grade complexity. Following the review, the Company initiated a process to sell the Brattleboro mill,
its business operations and associated research and office facilities ("disposal group"). The disposal transaction did not
constitute a strategic shift in the business that would have a major effect on operations of the Company.
Upon classifying the disposal group as assets held for sale, the Company tested the individual assets of the disposal group
for impairment. The disposal group was measured at fair value (a Level 3 measurement, using unobservable estimates),
less costs to sell. On December 31, 2018, the Company completed the sale of the Brattleboro mill to Long Falls
Paperboard, LLC for a purchase price of $5.0 million. In conjunction with the sale, the Company recorded an impairment
loss of $31.1 million, of which $24.4 million, $1.1 million and $5.6 million was reported within the Fine Paper and
Packaging, Technical Products and Other business segments, respectively.
F-46
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Note 14. Business Segment and Geographic Information
The Company's reportable operating segments consist of Technical Products, Fine Paper and Packaging and, in the prior
year periods only, Other. The Technical Products segment is an aggregation of the Company's filtration and performance
materials businesses which are similar in terms of economic characteristics, nature of products, processes, customer class
and product distribution methods.
The technical products business is an international producer of fiber-formed, coated and/or saturated specialized media that
delivers high performance benefits to customers. Included in this segment are filtration media for transportation, water and
other end use applications ("Filtration"), and tape and abrasives backings products ("Backings") and digital image transfer,
durable label and other specialty substrate products ("Specialty").
The following table presents sales by product category for the technical products business:
Filtration
Backings
Specialty
Total
Year Ended
December 31,
2019
2018
2017
42%
24%
34%
100%
40%
28%
32%
100%
42%
31%
27%
100%
Following the disposition of the Brattleboro mill which eliminated a significant portion of the products of the Other
business segment, in January 2019 the Company realigned the remaining products manufactured in the Other business
segment to be managed as part of the Technical Products business segment. As a result, the Company recast the comparable
2018 and 2017 information and presented the $15.6 million and $16.5 million of net sales for the year ended December 31,
2018 and 2017, respectively, of this remaining portion of the Other business segment within the Technical Products
business segment. The 2018 and 2017 operating income (loss) of the Other business segment was immaterial and was not
recast. The Company also recast the total assets by segment and presented the $12.9 million of total assets as of December
31, 2018 of this remaining portion of the Other business segment within the Technical Products business segment. The
Company also recast the 2018 and 2017 depreciation and amortization and capital expenditures by segment and presented
$0.7 million and $0.9 million of depreciation and amortization, respectively, and $0.0 million and $1.1 million of capital
expenditures, respectively, of this remaining portion of the Other business segment within the Technical Products business
segment. The Company presented the net sales for the years ended December 31, 2018 and 2017 of the remaining portion
of the Other business segment into Specialty products category in the table above.
The fine paper and packaging business is a leading supplier of premium printing and other high-end specialty papers
("Graphic Imaging"), premium packaging ("Packaging") and specialty office papers ("Filing/Office") primarily in North
America. The following table presents sales by product category for the fine paper and packaging business:
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Graphic Imaging
Packaging
Filing/Office
Total
Year Ended
December 31,
2019
2018
2017
79%
21%
—%
100%
78%
18%
4%
100%
80%
16%
4%
100%
Each segment employs different technologies and marketing strategies. Disclosure of segment information is on the same
basis that management uses internally for evaluating segment performance and allocating resources. Transactions between
segments are eliminated in consolidation. The costs of shared services, and other administrative functions managed on a
F-47
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
common basis, are allocated to the segments based on usage, where possible, or other factors based on the nature of the
activity. General corporate expenses that do not directly support the operations of the business segments are shown as
Unallocated corporate costs. The accounting policies of the reportable operating segments are the same as those described
in Note 2, "Summary of Significant Accounting Policies."
Business Segments
Net sales
Technical Products
Fine Paper and Packaging
Other
Consolidated
Operating income (loss)
Technical Products (a)
Fine Paper and Packaging (b)
Other (c)
Unallocated corporate costs (d)
Consolidated
_______________________
Year Ended December 31,
2019
2018
2017
$
541.6
$
583.2
$
396.9
—
$
938.5
445.8
5.9
$ 1,034.9
518.6
455.3
6.0
$
979.9
Year Ended December 31,
2019
2018
2017
$
44.6
$
50.9
$
55.3
53.2
—
(19.5)
78.3
$
29.4
(6.4)
(19.8)
54.1
$
69.5
(0.4)
(20.1)
104.3
$
(a) Operating income for the year ended December 31, 2019 included restructuring and other non-routine costs of
$0.3 million and a curtailment gain of $1.6 million related to the Neenah Coldenhove pension plan. Operating
income for the year ended December 31, 2018 included non-cash impairment loss, restructuring and integration
costs, and pension settlement charges of $2.5 million, offset by favorable acquisition adjustments of $3.9 million.
(b) Operating income for the year ended December 31, 2019 included $5.7 million of non-routine costs, primarily
related to idled paper machine costs due to the consolidation of the fine paper manufacturing footprint. Operating
income for the year ended December 31, 2018 included non-cash impairment loss, restructuring costs, and
pension settlement charges of $24.6 million, offset by favorable insurance settlement of $0.3 million. Operating
income for the year ended December 31, 2017 included a favorable insurance settlement of $2.9 million.
Operating income for the year ended December 31, 2016 included integration costs of $1.8 million.
(c) Operating income for the year ended December 31, 2018 included non-cash impairment loss, restructuring costs,
and a pension settlement charge of $6.0 million, offset by favorable insurance settlement of $0.1 million.
Operating income for the year ended December 31, 2017 included a favorable insurance settlement of $0.3
million. Operating income for the years ended December 31, 2016 included integration costs of $1.1 million.
(d) Unallocated corporate costs for the year ended December 31, 2019 included costs of $0.3 million, consisting of
restructuring and other non-routine costs and a SERP settlement charge. Unallocated corporate costs for the year
ended December 31, 2018 included restructuring costs and pension settlement charge of $1.9 million. Unallocated
corporate costs for the year ended December 31, 2017 included acquisition and integration costs of $1.3 million
and $0.6 million from pension plan and SERP settlement costs. December 31, 2016 included $2.7 million of pre-
operating costs related to conversion of a fine paper machine to filtration and $0.8 million for a pension plan
settlement charge.
F-48
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Depreciation and amortization
Technical Products
Fine Paper and Packaging
Other
Corporate
Consolidated
Capital expenditures
Technical Products
Fine Paper and Packaging
Corporate
Consolidated
Total Assets (a)
Technical Products
Fine Paper and Packaging
Corporate and other (b)
Total
_______________________
Year Ended December 31,
2019
2018
2017
$
24.1
13.2
—
1.6
$
24.4
$
9.9
0.2
1.6
20.3
11.0
0.3
1.7
$
38.9
$
36.1
$
33.3
Year Ended December 31,
2019
2018
2017
$
13.1
$
28.0
$
7.7
0.6
8.7
1.4
29.7
12.5
0.5
$
21.4
$
38.1
$
42.7
December 31,
2019
2018
$
573.8
$
217.7
36.3
599.3
234.7
27.2
$
827.8
$
861.2
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(a) Segment identifiable assets are those that are directly used in the segments operations.
(b) Corporate assets are primarily deferred income taxes and lease ROU assets.
Geographic Information
Net sales
United States
Germany
Rest of Europe
Consolidated
Year Ended December 31,
2019
2018
2017
$
$
673.0
196.3
69.2
938.5
$
744.4
216.5
74.0
$ 1,034.9
$
$
748.9
210.3
20.7
979.9
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Net sales are attributed to geographic areas based on the physical location of the selling entities.
Long-Lived Assets
United States
Germany
Rest of Europe
Total
December 31,
2019
2018
$
$
364.2
153.3
57.6
575.1
$
$
366.3
157.9
59.1
583.3
Long-lived assets consist of property and equipment, deferred income taxes, goodwill, intangibles and other assets.
Concentrations
For the year ended December 31, 2019, sales to the technical products business' largest customer represented
approximately 8 percent of consolidated net sales, and approximately 14 percent of net sales for the technical products
segment. For the years ended December 31, 2018, and 2017, there were no customers sales to which constituted over 10
percent of segment net sales for technical products. For the year ended December 31, 2019, sales to the largest customer of
fine paper and packaging business represented approximately 8 percent of consolidated net sales, and approximately 18
percent of net sales of the fine paper and packaging business. For the year ended December 31, 2018, sales to the two
largest customers of fine paper and packaging business represented approximately 7 percent and 5 percent, respectively, of
consolidated net sales and approximately 16 percent and 12 percent, respectively, of net sales of the fine paper and
packaging business. For the year ended December 31, 2017 sales to the two largest customers of fine paper and packaging
business each represented approximately 7 percent of consolidated net sales and approximately 15 percent of net sales of
the fine paper and packaging business. Except for certain specialty latex grades and specialty softwood pulp used by
Technical Products, management is not aware of any significant concentration of business transacted with a particular
supplier that could, if suddenly eliminated, have a material effect on its operations.
Note 15. Supplemental Data
Supplemental Statement of Operations Data
Summary of Advertising and Research and Development Expenses
Advertising expense (a)
Research and development expense
_______________________
Year Ended December 31,
2019
2018
2017
$
$
4.9
8.7
4.7
9.2
$
6.0
8.9
(a) Advertising expense and research and development expense are recorded in Selling, general and administrative
expenses on the consolidated statements of operations.
F-50
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Supplemental Balance Sheet Data
Summary of Accounts Receivable, net
From customers
Less allowance for doubtful accounts and sales discounts
Total
Summary of Inventories
Inventories by Major Class:
Raw materials
Work in progress
Finished goods
Supplies and other
Excess of FIFO over LIFO cost
Total
December 31,
2019
2018
$ 104.1
(1.5)
$ 102.6
$ 116.1
(1.3)
$ 114.8
December 31,
2019
2018
$
$
32.8
26.4
67.3
5.2
131.7
(8.9)
122.8
$
$
35.6
30.1
78.3
3.0
147.0
(15.4)
131.6
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The first-in, first-out ("FIFO") value of inventories valued on the LIFO method was $102.2 million and $109.1 million at
December 31, 2019 and 2018, respectively. For the year ended December 31, 2019 and 2018, income from continuing
operations before income taxes was reduced by less than $0.1 million and $0.6 million, respectively, due to a decrease in
certain LIFO inventory quantities.
Summary of Prepaid and Other Current Assets
Prepaid and other current assets
Spare parts
Receivable for income taxes
Total
December 31,
2019
2018
$
$
9.9
6.4
2.0
18.3
$
$
12.2
6.6
2.8
21.6
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NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Summary of Property, Plant and Equipment, net
Land and land improvements
Buildings
Machinery and equipment
Construction in progress
Less accumulated depreciation
Net Property, Plant and Equipment
December 31,
2019
2018
$
19.4
$
165.4
651.0
14.8
850.6
470.0
$
380.6
$
19.0
156.0
650.3
14.9
840.2
444.0
396.2
Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $33.9 million, $32.6 million and $28.3
million, respectively. Interest expense capitalized as part of the costs of capital projects was $0.2 million, $0.2 million and
$0.0 million, respectively, for the years ended December 31, 2019, 2018 and 2017.
Summary of Accrued Expenses
Accrued salaries and employee benefits
Amounts due to customers
Accrued income taxes
Accrued utilities
Accrued interest
Other
Total
Summary of Noncurrent Employee Benefits
Pension benefits
Post-employment benefits other than pensions (a)
Total
_______________________
December 31,
2019
2018
$
26.2
$
23.9
8.9
0.5
3.0
1.2
7.2
$
47.0
$
9.6
5.3
3.9
1.2
11.3
55.2
December 31,
2019
2018
$
$
57.1
36.0
93.1
$
$
54.0
38.9
92.9
(a) Post-employment benefits other than pensions included $1.7 million of SRCP benefits, $0.7 million of Canadian
long-term disability benefits, and $0.2 million of other long-term benefits as of December 31, 2019. As of
December 31, 2018, $1.7 million of SRCP benefits and $0.8 million of Canadian long-term disability benefits
were included.
F-52
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
Supplemental Cash Flow Data
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest, net of interest expense capitalized
Cash paid during the year for income taxes, net of refunds
Non-cash investing activities:
Liability for equipment acquired
Year Ended December 31,
2019
2018
2017
$
10.9
13.3
3.2
$
11.9
7.6
3.4
$ 11.3
7.6
5.4
Net Cash Provided by (Used in) Changes in Operating Working Capital, Net of Effect of Acquisitions
Accounts receivable
Inventories
Income taxes receivable/payable
Prepaid and other current assets
Accounts payable
Accrued expenses
Other
Total
Note 16. Unaudited Quarterly Data
Year Ended December 31,
2019
2018
2017
$
11.6
$
8.2
(5.4)
2.4
(14.0)
(3.4)
—
(0.6) $
$
(0.9) $ (10.2)
(11.7)
3.8
4.5
(1.8)
(0.4)
(1.8)
10.6
0.3
(4.2)
(0.6)
(0.4)
—
(1.0) $ (11.8)
F
o
r
m
1
0
-
K
Net Sales
Gross Profit
Operating Income (Loss)
Income (Loss) From Continuing Operations
Earnings (Loss) Per Common Share From Continuing
Operations:
Basic
Diluted
_______________________
2019 Quarters
First
Second (a)
Third (b)
Fourth (c)
Year
$ 239.7
43.7
$ 253.4
50.7
$ 231.8
44.7
17.4
11.8
19.8
13.6
19.0
14.4
$
213.6
$
44.3
22.1
15.6
938.5
183.4
78.3
55.4
$ 0.70
$ 0.69
$
$
0.80
0.80
$
$
0.85
0.84
$
$
0.92
0.92
$
$
3.27
3.26
(a) Operating income includes idled paper machine costs of $2.0 million, indirect tax audit costs for 2012-15 of $0.6
million, and restructuring and other non-routine costs of $0.9 million.
F-53
NEENAH, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except as noted)
(b) Operating income includes idled paper machine costs of $2.4 million, indirect tax audit costs for 2012-15 of $0.1
million, a favorable adjustment to restructuring and other non-routine costs of $0.2 million, and a SERP settlement
charge of $0.1 million.
(c) Operating income includes idled paper machine costs of $0.3 million, a pension plan curtailment gain of $1.6
million, and a pension plan curtailment charge of $0.1 million.
Net Sales
Gross Profit
Operating Income
Income From Continuing Operations
Earnings Per Common Share From Continuing Operations:
Basic
Diluted
_______________________
2018 Quarters
First (d)
Second (e)
Third (f)
Fourth (g)
Year
$ 266.5
52.4
24.1
16.2
$ 271.3
55.1
(4.3)
(4.8)
$ 256.2
41.3
16.5
12.9
$
240.9
34.6
17.8
12.9
$ 1,034.9
183.4
54.1
37.2
$ 0.96
$ 0.95
$
$
(0.29) $
(0.29) $
0.76
0.75
$
$
0.77
0.76
$
$
2.20
2.17
(d) Income from continuing operations includes an unfavorable prior year tax adjustment of $0.9 million related to
one-time taxes on foreign earnings under the Tax Act and an after-tax SERP settlement charge of $0.6 million.
(e) Operating loss includes an impairment loss of $32.0 million, pension settlement charges of $1.0 million and
integration and restructuring charges of $0.3 million.
(f) Operating income includes a favorable acquisition-related adjustment of $3.1 million, a favorable insurance
settlement of $0.4 million, and unfavorable adjustments to the impairment loss of $2.0 million and $2.2 million of
integration and restructuring charges.
(g) Operating income includes favorable adjustments to the impairment loss of $2.9 million and $0.4 million to
integration and restructuring costs and a favorable acquisition-related adjustment of $0.8 million. Income from
continuing operations includes a favorable tax adjustment related to a Netherlands tax rate change of $0.7 million.
F-54
SCHEDULE II
NEENAH, INC. AND SUBSIDIARIES
SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS
(Dollars in millions)
Description
December 31, 2019
Allowances deducted from assets to
which they apply
Allowance for doubtful accounts
$
Allowance for sales discounts
Valuation allowance – deferred
income taxes
December 31, 2018
Allowances deducted from assets to
which they apply
Allowance for doubtful accounts
$
Allowance for sales discounts
Valuation allowance – deferred
income taxes
December 31, 2017
Allowances deducted from assets to
which they apply
Allowance for doubtful accounts
$
Allowance for sales discounts
Valuation allowance – deferred
income taxes
Balance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged
to Other
Accounts
Write-offs
and
Reclassifications
Balance at
End of Period
$
$
$
0.8
0.5
2.7
0.8
0.5
0.4
1.0
0.5
3.5
$
$
$
0.5
—
—
0.1
—
0.1
0.2
—
—
— $
(0.1)
(0.3) $
—
3.1
—
— $
—
(0.1) $
—
2.2
—
— $
—
—
(0.4) $
—
(3.1)
1.0
0.4
5.8
0.8
0.5
2.7
0.8
0.5
0.4
F
o
r
m
1
0
-
K
F-55
S T O C K H O L D E R INFORMATION
CORPORATE HEADQUARTERS
CERTIFICATIONS
Neenah, Inc.
3460 Preston Ridge Road
Suite 600
Alpharetta, GA 30005
678.566.6500
www.neenah.com
ANNUAL MEETING OF STOCKHOLDERS
The 2020 annual meeting of the stockholders of
Neenah, Inc. will be held Thursday, May 21, 2020 at
2:00 p.m., Eastern Daylight Time at Neenah’s
headquarters in Alpharetta, Georgia.
We are actively monitoring developments with respect to
the coronavirus. In the event it is not possible or advisable
to hold our annual meeting in person, we will announce
alternative arrangements for the meeting, which may
include holding the meeting solely by means of remote
communication. Please monitor our investor relations
webpage at www.neenah.com.
As of March 27, 2020, Neenah had approximately 1,080
holders of record of its common stock.
Certifications of Neenah’s Chief Executive Officer and Chief
Financial Officer regarding the quality of our public
disclosure have been included as exhibits to its Annual
Report on Form 10-K for the fiscal year ended
December 31, 2019 filed with the SEC.
TRADEMARKS
Brand names mentioned in this report are trademarks of
Neenah, Inc.
STOCK EXCHANGE
8APR202013261992
Neenah’s common stock is traded on the
New York Stock Exchange under the symbol NP.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
191 Peachtree Street NE
Suite 2000
Atlanta, GA 30303
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Neenah, Inc., the Russell 2000 Value Index and a Peer Group
REGISTRAR AND TRANSFER AGENT
Computershare
P.O. Box 505000
Louisville, KY 40233
www.computershare.com/investor
Contact Center:
Toll-Free:
TDD for Hearing Impaired:
Foreign Stockholders:
TDD for International Callers:
$200
$150
$100
$50
$0
877-498-8847
800-231-5469
201-680-6578
201-680-6610
Neenah, Inc.
Russell 2000 Value Index
Peer Group
FINANCIAL AND OTHER COMPANY INFORMATION
2014
2015
2016
2017
2018
8MAR202014532803
2019
Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 is available on our website at
www.neenah.com along with financial reports, recent filings
with the Securities and Exchange Commission (SEC), news
releases and other information.
For a printed copy of our Form 10-K and Annual Report
materials, without charge, please contact:
Neenah, Inc.
Attn: Stockholder Services
3460 Preston Ridge Road
Suite 600
Alpharetta, GA 30005
866.548.6569
or via email to investors@neenah.com
Peer Group: Clearwater Paper Corp., Ferro Corp., P.H. Glatfelter Co., Innophos
Holdings, Inc., Innospec, Inc., Kraton Corp., Lydall, Inc., Myers Industries, Inc.,
OMNOVA Solutions, Inc., Quaker Chemical Corp., Rayonier Advanced
Materials, Inc., Rogers Corp., Schweitzer-Mauduit International, Inc.,
Stepan Co.
* $100 invested on December 31, 2014 in stock or index, including
reinvestment of dividends.
STOCK PRICE PERFORMANCE
Russell
2000
Value
Year-on-
Year %
Change Neenah, Inc.
Year-on-
Year %
Change
2019
2018
2017
2016
2015
1,926.49
1,608.84
1,883.34
1,779.87
1,380.60
20%
(cid:31)15%
6%
29%
(cid:31)9%
$70.43
$58.92
$90.65
$85.20
$62.43
Reflects stock price as of December 31 of the year indicated
20%
(cid:31)35%
6%
36%
4%
LEADERSHIP
EXECUTIVE TEAM
BOARD OF DIRECTORS
John P. O’Donnell*
President and Chief
Executive Officer
21MAR201914025623
21MAR201914394874
Julie A. Schertell**
Senior Vice President,
Chief Operating
Officer
27MAR201915105443
21MAR201914400799
Bonnie C. Lind
Senior Vice President,
Chief Financial Officer
and Treasurer
21MAR201914395349
21MAR201914032536
Byron J. Racki
21MAR201914395704
Senior Vice President,
Sales and Marketing
21MAR201914402978
William M. Cook
Chairman of the
Board, Former
Executive Chairman of
Donaldson
Company, Inc.
Margaret S. Dano
Former Vice
President, Honeywell
International, Inc.,
Worldwide Operations
of Garrett Engine
Boosting Systems
Philip C. Moore
Retired Senior Vice
President, Deputy
General Counsel and
Corporate Secretary,
TD Bank Group
Tony R. Thene
President and Chief
Executive Officer of
Carpenter Technology
Corporation
Donna M. Costello
Former Chief Financial
Officer of C&D
Technologies
Timothy S. Lucas
Retired Independent
Consultant, Lucas
Financial Reporting
and Former Director
of Research, FASB
12MAR202019101774
21MAR201914403664
Julie A. Schertell**
Senior Vice President,
Chief Operating
Officer, Neenah, Inc.
27MAR201915105443
Stephen M. Wood
Former President and
Chief Executive
Officer, FiberVisions
Corporation
21MAR201914402537
Ronald J. Lane
9MAR202009012178
Senior Vice President,
Operations
21MAR201914025623
John P. O’Donnell*
President and Chief
Executive Officer,
Neenah, Inc.
Noah S. Benz
Senior Vice President,
General Counsel and
Secretary
27MAR201916191492
*retiring effective as of the 2020 Annual Meeting of Stockholders
**elected to serve as President and Chief Executive Officer as of the 2020
Annual Meeting of Stockholders