The following commentary should be read in conjunction with the audited Consolidated Financial Statements and the accompanying notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's most recent Annual Report on Form 10-K. Within the following discussion, unless otherwise stated, "the second quarter of 2020" refers to the three months endedJune 30, 2020 and "the second quarter of 2019" refers to the three months endedJune 30, 2019 , "the first half of 2020" refers to the six months endedJune 30, 2020 and "the first half of 2019" refers to the six months endedJune 30, 2019 . Forward-Looking and Cautionary Statements Certain statements in this report, including without limitation, certain statements made under the caption "Overview and Outlook," are forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, our management may from time to time make oral forward-looking statements. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements may be identified by the words "believe," "expect," "anticipate," "project," "might," "plan," "estimate," "may," "will," "could," "should," "seek" or "intend" and similar expressions. Forward-looking statements reflect our current expectations and assumptions regarding our business, the economy and other future events and conditions and are based on currently available financial, economic and competitive data and our current business plans. Actual results could vary materially depending on risks and uncertainties that may affect our operations, markets, services, prices and other factors as discussed in the Risk Factors section of this report and our other filings with theSEC . While we believe our assumptions are reasonable, we caution you against relying on any forward-looking statements as it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a weakening of global economic and financial conditions, interruptions in the supply of or increased cost of raw materials, the loss of, or difficulties with the further realization of, cost savings in connection with our strategic initiatives, the impact of our indebtedness, our failure to comply with financial covenants under our credit facilities or other debt, pricing actions by our competitors that could affect our operating margins, changes in governmental regulations and related compliance and litigation costs, uncertainties related to COVID-19 and the impact of our responses to it and the other factors listed in the Risk Factors section of this report and in our otherSEC filings. For a more detailed discussion of these and other risk factors, see the Risk Factors section of this report and our most recent filings made with theSEC . All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements made by us speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may emerge from time to time. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. Overview and Outlook COVID-19 Impact InMarch 2020 , theWorld Health Organization categorized COVID-19 as a global pandemic. Around the world, local governments' responses to COVID-19 continue to evolve, which has led to stay-at-home orders, social distancing guidelines and other preventative measures that have disrupted various industries in the global economy and the markets in which our products are manufactured, distributed and sold. During this pandemic, we have implemented additional guidelines to further protect the health and safety of our employees as we continue to operate with our suppliers and customers. We have committed to maintaining a paramount focus on the safety of our employees while minimizing potential disruptions caused by COVID-19. For example we are following all legislatively-mandated travel directives in the various countries where we operate, and we have also put additional travel restrictions in place for our associates designed to reduce the risk from COVID-19. Additionally, we are utilizing extended work from home options to protect our office associates, while adjusting our meeting protocols and processes at our manufacturing sites. Our businesses have been designated by many governments as essential businesses and our operations have continued throughJune 30, 2020 . While we have continued to operate during the pandemic, we did incur adverse financial impacts to our sales and profitability results during the three and six months endedJune 30, 2020 from COVID-19, primarily related to reduced volumes associated with the pandemic. The pandemic has impacted global economic conditions and lowered demand in many of the end use markets in which the Company operates such as automotive, aerospace, industrial products, oil and gas, construction and housing. The ultimate impact that COVID-19 will have on our future financial position, operating results and cash flows involves numerous risks and uncertainties, including new information which may emerge concerning the severity and duration of COVID-19 and actions to contain the virus or treat its impact. Business Overview We are a large participant in the specialty chemicals industry, one of the world's largest producers of thermosetting resins, or thermosets, and a leading producer of adhesive and structural resins and coatings. Thermosets are a critical ingredient for most paints, coatings, glues and other adhesives produced for consumer or industrial uses. We provide a broad array of thermosets and associated technologies and have significant market positions in all of the key markets that we serve. 20
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Table of Contents Our products are used in thousands of applications and are sold into diverse markets, such as forest products, architectural and industrial paints, packaging, consumer products and automotive coatings, as well as higher growth markets, such as wind energy and electrical composites. Major industry sectors that we serve include industrial/marine, construction, consumer/durable goods, automotive, wind energy, aviation, electronics, architectural, civil engineering, repair/remodeling and oil and gas drilling. Key drivers for our business include general economic and industrial conditions, including housing starts and auto build rates. In addition, due to the nature of our products and the markets we serve, competitor capacity constraints and the availability of similar products in the market may impact our results. As is true for many industries, our financial results are impacted by the effect on our customers of economic upturns or downturns, as well as by the impact on our own costs to produce, sell and deliver our products. Our customers use most of our products in their production processes. As a result, factors that impact their industries can and have significantly affected our results. Through our worldwide network of strategically located production facilities, we serve more than 3,100 customers in approximately 85 countries. Our global customers include large companies in their respective industries, such asAkzo Nobel , BASF, Norbord, Louisiana Pacific,Monsanto , Owens Corning, PPG Industries,Sherwin Williams and Weyerhaeuser. Realignment of Reportable Segments in 2020 As part of our continuing efforts to drive growth and greater operating efficiencies, inJanuary 2020 , we changed our reporting segments to align around our two growth platforms: Adhesives; and Coatings and Composites. AtJune 30, 2020 , we have three reportable segments, which consist of the following businesses: •Adhesives: these businesses focus on the global adhesives market. They include our global wood adhesives business, including: forest products resin assets inNorth America ,Latin America ,Europe ,Australia and New Zealand ; global formaldehyde; and the global phenolic specialty resins business, which now also includes the oilfield technologies group. •Coatings and Composites: these businesses focus on the global coatings and composites market. They include our base and specialty epoxy resins and Versatic™ Acids and Derivatives businesses. •Corporate and Other: primarily corporate general and administrative expenses that are not allocated to the other segments, such as shared service and administrative functions and foreign exchange gains and losses. In this quarterly report on form 10-Q, we have recast ourNet Sales and Segment EBITDA by reportable segment, for the comparable Predecessor three and six months endedJune 30, 2019 to reflect the new reportable segments. The recast of previously issued financial information does not represent a correction of error with respect to, and has no impact on, our previously issued financial statements. Fresh Start Accounting As a result of the Company's reorganization and emergence from Chapter 11 on the Effective Date, we applied fresh start accounting to our financial statements, which resulted in a new basis of accounting and we became a new entity for financial reporting purposes. As a result of the application of fresh start accounting and the effects of the implementation of the Plan, the Condensed Consolidated Financial Statements after the Effective Date are not comparable with the Condensed Consolidated Financial Statements prior to that date. References to "Successor" or "Successor Company " relate to the financial position and results of operations of the Company after the Effective Date. References to "Predecessor" or "Predecessor Company " refer to the financial position and results of operations of the Company on or before the Effective Date.
2020 Overview
Following are highlights from our results of operations for the six months ended
Successor Predecessor June 30, 2020 June 30, 2019 $ Change % Change Statements of Operations: Net sales$ 1,454 $ 1,778 $ (324) (18) % Operating (loss) income (64) 88 (152) (173) % Loss before income tax (111) (146) 35 24 % Net loss (101) (159) 58 36 % Segment EBITDA: Adhesives$ 122 $ 149 $ (27) (18) % Coatings and Composites 65 96 (31) (32) % Corporate and Other (33) (30) (3) (10) % Total$ 154 $ 215 $ (61) (28) % 21
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Table of Contents •Net Sales-In the first half of 2020, net sales decreased by$324 , or 18%, compared to the first half of 2019. COVID-19's global impact on demand across various industries and markets in the second quarter of 2020 was the main driver of the decrease in net sales. Volumes negatively impacted net sales by$194 , which was primarily related to volume decreases in our North American resins business due to weaker demand and in our base epoxy and phenolic resins businesses due to overall weakness in the market, primarily in the automotive and construction industries. Pricing negatively impacted sales by$98 due primarily to raw material price decreases contractually passed through to customers across many of our businesses, as well as softer market conditions in our base epoxy resins business. Foreign currency translation negatively impacted net sales by$32 due to the weakening of various foreign currencies against theU.S. dollar in the first half of 2020 compared to the first half of 2019. •Net Loss-In the first half of 2020, net loss decreased by$58 as compared to the first half of 2019. This decrease in net loss was mainly driven by$156 of reorganization costs incurred in the first half of 2019 and a reduction in interest expense of$38 as a result of the restructuring of our debt through our Chapter 11 proceedings. These were partially offset by a reduction in operating income of$152 , primarily related to an increase of$62 in depreciation and amortization expense related to the step up of our fixed and intangible assets as a result of the application of fresh-start accounting,$16 of asset impairments in our oilfield and phenolic specialty resins businesses in the first quarter 2020, a$24 increase in business realignment costs driven by higher severance expenses related to current cost reduction actions and a decrease in gross profit due primarily to the impacts of COVID-19 on volumes in our businesses. •Segment EBITDA-For the first half of 2020, Segment EBITDA was$154 , a decrease of 28% compared with$215 in the first half of 2019. This decrease was primarily due to the impacts of COVID-19 on volumes in our businesses, most notably in our base epoxy resins and forest products resins businesses. We also experienced a temporary manufacturing outage at our Pernis site, which negatively impacted our second quarter 2020 Segment EBITDA by approximately$8 . These Segment EBITDA decreases were partially offset by favorability in our specialty epoxy business driven by strong global demand in wind energy. •Restructuring and Cost Reduction Activities-During the first half of 2020, we achieved$8 in cost savings related to our cost reduction activities. These activities include certain in-process facility rationalizations and the creation of a business service group within the Company to provide certain administrative functions for us going forward. Overall we have$11 of in-process cost savings related to these activities, which we expect to realize over the next 12 months. Short-term Outlook Overall, we expect negative COVID-19 volume impacts to continue to challenge our business results throughout the remainder of 2020. While our businesses have been designated by many governments as essential businesses which has allowed our operations to continue during the pandemic, we saw weaker economic conditions begin to develop in the latter half ofMarch 2020 and through the second quarter, specifically within automotive and certain industrial markets. We expect these weaknesses and overall lower global economic demand caused by COVID-19 to negatively impact our sales and profitability results through the remainder of 2020. The ultimate impact that COVID-19 will have on our operating results will depend on the severity and duration of the COVID-19 pandemic and actions to contain the virus or treat its impact. We anticipate that the COVID-19 pandemic will have an impact on our overall Coatings and Composites segment due to the markets and geographies in which this segment operates. Despite overall economic headwinds, we expect our epoxy specialty business to continue to benefit from government supported investment in theChina wind energy market, as well as a strong overall global wind energy market. We expect competitive market conditions in our base epoxy business to continue throughout 2020. Within our Adhesives segment, we expect year over year declines in Segment EBITDA in our North American forest products resins business based on COVID-19's impact on the latest expectations inU.S. housing starts, remodeling and macroeconomic conditions. We also expect COVID-19 to negatively impact market demand for volumes in our North American formaldehyde business throughout the remainder of 2020. We also expect weaker volumes in our phenolic specialty resins business due primarily to the impact of COVID-19 on the automotive industry. We also anticipate that our businesses will continue to benefit from the savings associated with our restructuring and cost reduction initiatives. In addition, we expect lower raw material costs to positively impact results across many of our businesses. Further, we plan to implement efficiency initiatives in 2020, which include process improvement and other productivity projects. Lastly, despite the prevailing economic headwinds, the benefits of our new capital structure and decreasing working capital will have a positive impact on free cash flow in 2020. Matters Impacting Comparability of Results Chapter 11 Bankruptcy and Fresh Start Accounting Impacts As a result of the emerging from Chapter 11 and qualifying for the application of fresh-start accounting, at the Effective Date, our assets and liabilities were recorded at their estimated fair values which, in some cases, were significantly different than amounts included in our financial statements prior to the Effective Date. Accordingly, our financial condition and results of operations on and after the Effective Date are not directly comparable to our financial condition and results of operations prior to the Effective Date. Specifically, our depreciation and amortization expense after the Effective Date reflects the step-up of fixed and intangible assets as a result of fresh-start accounting, and our interest expense after the Effective Date reflects the restructuring of our debt through the Chapter 11 process. 22
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Table of Contents In addition, during the first half of 2019, we incurred$179 directly related to our Chapter 11 proceedings. These costs included certain professional fees, financing fees payable, DIP ABL Facility fees, and other legal fees and expenses. Of these costs,$156 are classified within "Reorganization items, net" and we incurred$21 of costs related to our Chapter 11 proceedings prior to filing which are classified within "Selling, general and administrative expense" in the unaudited Condensed Consolidated Statements of Operations. Raw Material Prices Raw materials comprise approximately 80% of our cost of sales (excluding depreciation expense). The three largest raw materials used in our production processes are phenol, methanol and urea. These materials represent about half of our total raw material costs. Fluctuations in energy costs, such as volatility in the price of crude oil and related petrochemical products, as well as the cost of natural gas have historically caused volatility in our raw material and utility costs. In the first half of 2020 compared to the first half of 2019, the average price of phenol, urea and methanol decreased by approximately 5%, 8% and 20%, respectively. The impact of passing through raw material price changes to customers can result in significant variances in sales comparisons from year to year. We expect long-term raw material cost volatility to continue because of price movements of key feedstocks. To help mitigate raw material volatility, we have purchase and sale contracts and commercial arrangements with many of our vendors and customers that contain periodic price adjustment mechanisms. Due to differences in timing of the pricing trigger points between our sales and purchase contracts, there is often a "lead-lag" impact. In many cases this "lead-lag" impact can negatively impact our margins in the short term in periods of rising raw material prices and positively impact them in the short term in periods of falling raw material prices. Other Comprehensive Loss Our other comprehensive loss is primarily impacted by foreign currency translation. The impact of foreign currency translation is driven by the translation of assets and liabilities of our foreign subsidiaries which are denominated in functional currencies other than theU.S. dollar. Our non-U.S. operations accounted for approximately 56% of our sales in the first half of 2020. The primary assets and liabilities driving the adjustments are cash and cash equivalents; accounts receivable; inventory; property, plant and equipment; accounts payable; pension and other postretirement benefit obligations and certain intercompany loans payable and receivable. The primary currencies in which these assets and liabilities are denominated are the euro, Brazilian real, Chinese yuan, Canadian dollar and Australian dollar. In 2019, we entered into an interest rate swap agreement to hedge interest rate variability caused by quarterly changes in cash flow due to associated changes in LIBOR under our Senior Secured Term Loan. This swap is designated as a cash flow hedge and the change in fair value was recorded in "Accumulated other comprehensive loss". The impact of defined benefit pension and postretirement benefit adjustments is primarily driven by unrecognized prior service cost related to our defined benefit and other non-pension postretirement benefit plans ("OPEB"), as well as the subsequent amortization of these amounts from accumulated other comprehensive income in periods following the initial recording of such amounts. Upon the application of fresh start accounting, on the Effective Date, all prior unrecognized service cost within accumulated other comprehensive income related to our defined benefit pension and OPEB plans were reset in accordance with ASC 852. 23
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