UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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: 1-7665
LYDALL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 06-0865505 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| One Colonial Road, Manchester, Connecticut | 06040 | |
| (Address of principal executive offices) | (zip code) |
(860) 646-1233
(Registrants telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
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 x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
| Common stock $.10 par value per share. | ||
| Total Shares outstanding April 26, 2005 | 16,156,210 | |
INDEX
| Page Number | ||||||
| Part I. |
Financial Information |
|||||
| Item 1. |
||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
| 6-12 | ||||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition |
13-19 | ||||
| Item 3. |
19 | |||||
| Item 4. |
20 | |||||
| Part II. |
Other Information |
|||||
| Item 1. |
20 | |||||
| Item 2. |
20 | |||||
| Item 4. |
21 | |||||
| Item 6. |
21 | |||||
| 22 | ||||||
| 23 | ||||||
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
| Quarter Ended March 31, | ||||||
| 2005 |
2004 | |||||
| (Unaudited) | ||||||
| Net sales |
$ | 72,184 | $ | 72,121 | ||
| Cost of sales |
56,104 | 56,900 | ||||
| Gross margin |
16,080 | 15,221 | ||||
| Selling, product development and administrative expenses |
14,703 | 13,471 | ||||
| Operating income |
1,377 | 1,750 | ||||
| Interest expense |
330 | 305 | ||||
| Other (income) expense, net |
50 | 2 | ||||
| Income before income taxes |
997 | 1,443 | ||||
| Income tax expense |
354 | 505 | ||||
| Net income |
$ | 643 | $ | 938 | ||
| Earnings per share: |
||||||
| Basic |
$ | .04 | $ | .06 | ||
| Diluted |
$ | .04 | $ | .06 | ||
| Weighted average number of common shares outstanding: |
||||||
| Basic |
16,061 | 16,151 | ||||
| Diluted |
16,183 | 16,237 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
| March 31, 2005 |
December 31, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 1,486 | $ | 1,580 | ||||
| Accounts receivable, net |
50,423 | 49,909 | ||||||
| Inventories, net |
43,965 | 40,082 | ||||||
| Prepaid expenses and other current assets |
5,833 | 6,308 | ||||||
| Deferred tax assets |
2,787 | 2,818 | ||||||
| Total current assets |
104,494 | 100,697 | ||||||
| Property, plant and equipment, at cost |
201,607 | 199,519 | ||||||
| Accumulated depreciation |
(93,074 | ) | (90,573 | ) | ||||
| 108,533 | 108,946 | |||||||
| Other assets, net |
38,596 | 38,754 | ||||||
| Total assets |
$ | 251,623 | $ | 248,397 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Current portion of long-term debt |
$ | 4,555 | $ | 5,172 | ||||
| Accounts payable |
28,896 | 27,125 | ||||||
| Accrued payroll and other compensation |
5,608 | 5,220 | ||||||
| Other accrued liabilities |
7,274 | 8,931 | ||||||
| Total current liabilities |
46,333 | 46,448 | ||||||
| Long-term debt |
37,093 | 32,941 | ||||||
| Deferred tax liabilities |
10,559 | 10,098 | ||||||
| Pension and other long-term liabilities |
14,722 | 14,406 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders equity: |
||||||||
| Preferred stock |
| | ||||||
| Common stock |
2,250 | 2,253 | ||||||
| Capital in excess of par value |
45,773 | 46,147 | ||||||
| Unearned compensation |
(477 | ) | (555 | ) | ||||
| Treasury stock, at cost |
(63,981 | ) | (64,486 | ) | ||||
| Retained earnings |
164,050 | 163,407 | ||||||
| Accumulated other comprehensive loss |
(4,699 | ) | (2,262 | ) | ||||
| Total stockholders equity |
142,916 | 144,504 | ||||||
| Total liabilities and stockholders equity |
$ | 251,623 | $ | 248,397 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
| Quarter Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| (Unaudited) | ||||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 643 | $ | 938 | ||||
| Adjustments to reconcile net income to net cash from operating activities: |
||||||||
| Depreciation and amortization |
3,696 | 4,227 | ||||||
| Deferred income taxes |
(104 | ) | 550 | |||||
| Amortization of unearned compensation |
78 | 131 | ||||||
| Loss on disposition of property, plant and equipment |
52 | | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(1,300 | ) | (11,771 | ) | ||||
| Inventories |
(4,495 | ) | (1,346 | ) | ||||
| Accounts payable |
2,133 | 3,965 | ||||||
| Accrued payroll and other compensation |
525 | 1,456 | ||||||
| Other, net |
(563 | ) | 4,851 | |||||
| Net cash provided by operating activities |
665 | 3,001 | ||||||
| Cash flows from investing activities: |
||||||||
| Capital expenditures |
(5,416 | ) | (6,344 | ) | ||||
| Release of restricted cash |
| 2,516 | ||||||
| Net cash used for investing activities |
(5,416 | ) | (3,828 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Debt proceeds |
34,800 | 17,511 | ||||||
| Debt repayments |
(30,173 | ) | (13,232 | ) | ||||
| Common stock issued |
128 | 621 | ||||||
| Common stock repurchased |
| (1,021 | ) | |||||
| Net cash provided by financing activities |
4,755 | 3,879 | ||||||
| Effect of exchange rate changes on cash |
(98 | ) | (483 | ) | ||||
| (Decrease) Increase in cash and cash equivalents |
(94 | ) | 2,569 | |||||
| Cash and cash equivalents at beginning of period |
1,580 | 3,008 | ||||||
| Cash and cash equivalents at end of period |
$ | 1,486 | $ | 5,577 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | The accompanying condensed consolidated financial statements include the accounts of Lydall, Inc. and its subsidiaries (collectively, the Company or the Registrant). All financial information is unaudited for the interim periods reported. All significant intercompany transactions have been eliminated in the condensed consolidated financial statements. The condensed consolidated financial statements have been prepared, in all material respects, in accordance with the same accounting principles followed in the preparation of the Companys annual financial statements for the year ended December 31, 2004. The year-end condensed consolidated balance sheet was derived from the December 31, 2004 audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Management believes that all adjustments, which include only normal recurring adjustments necessary to fairly present the Companys consolidated financial position, results of operations and cash flows for the periods reported, have been included. For further information, refer to the consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2004. Certain prior year components of the condensed consolidated financial statements have been reclassified to be consistent with current year presentation. |
The Company has expanded certain of its significant accounting policy disclosures, described in Note 1 of the Notes to Consolidated Financial Statements in the Companys Annual Report on Form 10-K for the year ended December 31, 2004, to provide additional information with respect to those policies, as described below.
Revenue recognitionThe Company recognizes revenue in accordance with SEC Staff Accounting Bulletin 104, Revenue Recognition (SAB 104). SAB 104 requires revenue to be recognized: (1) once evidence of an arrangement exists; (2) product delivery has occurred; (3) pricing is fixed or determinable; and (4) collection is reasonably assured. The four criteria required to recognize revenue by SAB 104 are considered to be met, and the passage of title to the customer occurs, at the respective FOB point and revenue is recognized at that time. The Companys standard sales and shipping terms are FOB shipping point, therefore, substantially all revenue is recognized upon shipment. However, in limited circumstances, the Company conducts business with certain customers on FOB destination terms and in these instances revenue is recognized upon receipt by the customer. The Company generally does not provide specific customer inspection or acceptance provisions in its sales terms, with the exception of tooling sales discussed in Pre-production design and development costs below.
Sales returns and allowances are recorded when identified or communicated by the customer and internally approved, as historically they have not been material to total sales.
Shipping and handling costs consist primarily of costs incurred to deliver products to customers and internal costs related to preparing products for shipment and are recorded in cost of sales.
Pre-production design and development costsThe Company enters into contractual agreements with certain customers to design and develop molds, dies and tools (collectively, tooling). The Company accounts for these pre-production design and development costs pursuant to Emerging Issues Task Force Issue No. 99-5, Accounting for Pre-Production Costs Related to Long-Term Supply Arrangements (EITF 99-5). The majority of all tooling contracts are executed under sales terms where revenue is recognized upon acceptance of the tooling by the customer. For tooling sales arrangements, applicable costs are recorded in inventory as incurred and subsequently recognized, along with the related revenue, upon customer acceptance of the tooling.
Periodically, the Company enters into contractually guaranteed reimbursement arrangements related to the sale of tooling to customers. Under these arrangements, revenue is recognized upon acceptance of the tooling by the customer and amounts due under such arrangements are settled over the part supply
6
LYDALL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
arrangement, in accordance with the specific terms of the arrangement. The amounts due from the customer in such transactions are recorded in Prepaid expenses and other current assets or Other assets, net based upon the expected term of the reimbursement arrangement.
Occasionally, the Company incurs costs in excess of those contractually reimbursed. In those cases, the Company capitalizes these costs when the customer provides the Company the noncancelable right to use the tooling during the part supply arrangement; otherwise, such non-reimbursed costs are expensed as incurred. These capitalized costs are then amortized over the expected life of the part supply arrangement. For such part supply arrangements, tooling costs are recorded in inventory as incurred and, upon customer acceptance of the tooling, the related revenue and costs are recorded, as applicable, and any non-reimbursed portion of the costs is reclassified to Other assets, net and amortized over the life of the part supply arrangement (typically not to exceed three years).
The Company also may progress bill on certain tooling being constructed, these billings are recorded as progress billings (a reduction of the associated inventory) until the appropriate revenue recognition criteria have been met.
| 2. | Inventories, net of valuation reserves, as of March 31, 2005 and December 31, 2004 were as follows: |
| In thousands |
March 31, 2005 |
December 31, 2004 |
||||||
| Raw materials |
$ | 15,305 | $ | 14,203 | ||||
| Work in process |
17,354 | 15,386 | ||||||
| Finished goods |
12,911 | 12,879 | ||||||
| 45,570 | 42,468 | |||||||
| Less: Progress billings |
(1,605 | ) | (2,386 | ) | ||||
| Total inventories |
$ | 43,965 | $ | 40,082 | ||||
Progress billings relate to tooling inventory, which is included in work in process inventory in the above table.
| 3. | Basic and diluted earnings per common share are calculated in accordance with the provisions of Statement of Financial Accounting Standards No. 128, Earnings per Share. Basic earnings per common share are equal to net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are equal to net income divided by the weighted average number of common shares outstanding during the period, including the effect of stock options and stock awards, where such effect is dilutive. |
| Quarter Ended March 31, 2005 |
Quarter Ended March 31, 2004 | |||||||||||||||
| In thousands except per share amounts |
Net Income |
Average Shares |
Per Share Amount |
Net Income |
Average Shares |
Per Share Amount | ||||||||||
| Basic earnings per share |
$ | 643 | 16,061 | $ | .04 | $ | 938 | 16,151 | $ | .06 | ||||||
| Effect of dilutive options and awards |
| 122 | | | 86 | | ||||||||||
| Diluted earnings per share |
$ | 643 | 16,183 | $ | .04 | $ | 938 | 16,237 | $ | .06 | ||||||
7
LYDALL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| 4. | The Company has stock option plans under which employees and directors have options to purchase Common Stock. The Company applies APB Opinion 25, Accounting for Stock Issued to Employees and |
| related interpretations in accounting for its stock option plans. Accordingly, compensation cost is not recognized in the financial statements on the grant date or over the life of the stock options as the exercise price is set on the date of the grant and is not less than the fair market value per share on that date. Restricted share grants are expensed over the vesting period of the award. The Company has adopted those provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation and Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation Transition and Disclosure, an amendment of Statement of Financial Accounting Standards No. 123, which require the disclosure of pro forma effects on net income and earnings per share as if compensation cost had been recognized based upon the fair value method at the date of grant for options awarded. |