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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

(Registrant’s 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 issuer’s 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

 



Table of Contents

LYDALL, INC.

INDEX

 

               Page
Number


Part I.

  

Financial Information

    
    

Item 1.

  

Financial Statements

    
         

Condensed Consolidated Statements of Operations

   3
         

Condensed Consolidated Balance Sheets

   4
         

Condensed Consolidated Statements of Cash Flows

   5
         

Notes to Condensed Consolidated Financial Statements

   6-12
    

Item 2.

  

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

   13-19
    

Item 3.

  

Quantitative and Qualitative Disclosures about Market Risk

   19
    

Item 4.

  

Controls and Procedures

   20

Part II.

  

Other Information

    
    

Item 1.

  

Legal Proceedings

   20
    

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   20
    

Item 4.

  

Submission of Matters to a Vote of Security Holders

   21
    

Item 6.

  

Exhibits

   21

Signature

   22

Exhibit Index

   23


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

LYDALL, INC.

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


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LYDALL, INC.

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


Table of Contents

LYDALL, INC.

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


Table of Contents

LYDALL, INC.

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 recognition—The 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 Company’s 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 costs—The 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


Table of Contents

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


Table of Contents

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.