0001445305-14-003134.txt : 20140731 0001445305-14-003134.hdr.sgml : 20140731 20140731075901 ACCESSION NUMBER: 0001445305-14-003134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140731 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140731 DATE AS OF CHANGE: 20140731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYDALL INC /DE/ CENTRAL INDEX KEY: 0000060977 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 060865505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07665 FILM NUMBER: 141004592 BUSINESS ADDRESS: STREET 1: ONE COLONIAL RD STREET 2: P O BOX 151 CITY: MANCHESTER STATE: CT ZIP: 06045-0151 BUSINESS PHONE: 2036461233 FORMER COMPANY: FORMER CONFORMED NAME: COLONIAL BOARD CO DATE OF NAME CHANGE: 19700115 8-K 1 ldl2014q28-k.htm 8-K LDL 2014 Q2 8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 

Date of Report (Date of earliest event reported): July 31, 2014 
 
  
LYDALL, INC.
(Exact name of registrant as specified in its charter)
 
Commission file number: 1-7665
 
Delaware
06-0865505
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
 
 
One Colonial Road, Manchester, Connecticut
06042
(Address of principal executive offices)
(zip code)
 
Registrant’s telephone number, including area code: (860) 646-1233 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 








Section 2 – Financial Information
 
Item 2.02. Results of Operations and Financial Condition
 
On July 31, 2014, Lydall, Inc. (the “Company”) issued a press release setting forth the Company’s financial results for the second quarter ended June 30, 2014. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
 
Section 9 - Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits.
 
The following exhibit is furnished with this report, as set forth below:
 
Exhibit
Number
 
Exhibit
Description
99.1
 
Press release, dated July 31, 2014, titled “Lydall Announces Financial Results for the Second Quarter Ended June 30, 2014,” furnished herewith.
 





SIGNATURE
 
Pursuant to the requirements 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.
 
 
LYDALL, INC.
 
 
 
 
July 31, 2014
By:
 
/s/ James V. Laughlan
 
  
 
James V. Laughlan
Vice President, Chief Accounting Officer and Treasurer
 






EXHIBIT INDEX
 
Exhibit
Number
 
Exhibit
Description
99.1
 
Press release, dated July 31, 2014, titled “Lydall Announces Financial Results for the Second Quarter Ended June 30, 2014," furnished herewith.
 



EX-99.1 2 ex-991ldl2014q2earningsrel.htm EXHIBIT 99.1 EX - 99.1 LDL 2014 Q2 Earnings Release
Lydall, Inc
Telephone 860-646-1233
One Colonial Road
Facsimile 860-464-4917
Manchester, CT 06045-0151
www.lydall.com
Exhibit 99.1
NewsRelease
    
LYDALL ANNOUNCES FINANCIAL RESULTS
FOR THE SECOND QUARTER ENDED JUNE 30, 2014
 
Adjusted EPS of $0.64 per share on sales of $149 million
 
Organic growth of 11.7% compared to Q2 2013
 
Adjusted operating margin of 10.9%

MANCHESTER, CT – July 31, 2014 -- LYDALL, INC. (NYSE: LDL) today announced financial results for the second quarter ended June 30, 2014. Net sales were $148.8 million in the second quarter compared to $101.1 million in the second quarter of 2013. The second quarter of 2014 includes net sales of $34.1 million from the acquisition of Industrial Filtration, which was completed in February 2014. Net income was $8.2 million, or $0.49 per diluted share in the second quarter of 2014 compared to $6.0 million, or $0.35 per diluted share, in the second quarter of 2013.

Adjusted earnings were $0.64 per diluted share for the quarter ended June 30, 2014, excluding a previously announced one-time sales commission expense of $2.9 million to terminate a long-standing commercial sales agreement in the Thermal/Acoustical Metals business in Europe, and purchase accounting adjustments and transaction related costs of $0.7 million associated with the Industrial Filtration acquisition.

Below are financial highlights comparing Lydall’s quarter ended June 30, 2014 (“Q2 2014”) results to its quarter ended June 30, 2013 (“Q2 2013”) results:

Net sales increased by $47.7 million, or 47.2%, compared to Q2 2013, including net sales of $34.1 million from the Industrial Filtration segment. Net sales increased 11.7% organically, 33.8% from the acquisition and 1.7% from favorable foreign currency translation;

Gross margin increased to 23.3%, compared to 22.8% in Q2 2013, driven by the impact of increased net sales improving the absorption of overhead costs and lower raw material costs primarily in the Thermal/Acoustical Fibers and Metals segments, partially offset by Industrial Filtration segment gross margin. Consolidated gross margin in Q2 2014 was also negatively impacted by approximately 30 basis points from purchase accounting adjustments;

Operating income was $12.6 million, or 8.4% of net sales, compared to $9.5 million, or 9.4% of net sales, in Q2 2013, with operating income for Q2 2014 including $2.2 million from the Industrial Filtration segment. Adjusted operating income was $16.2 million, or 10.9% of net sales, in Q2 2014, excluding the one-time sales commission expense and purchase accounting adjustments and transaction expenses related to the acquisition; and

Effective tax rate of 31.3% in Q2 2014 compared to 36.8% in Q2 2013 as Q2 2014 was positively impacted by the mix of income generated from countries with relatively lower tax rates; Q2 2013 included a discrete tax benefit of $0.3 million, or $0.02 per share.





Cash balance was $64.4 million at June 30, 2014 compared to $75.4 million at December 31, 2013. Cash generated by operating activities in the first half of 2014 was $13.4 million compared to cash generated by operating activities of $6.5 million in the first six months of 2013. The Company's consolidated leverage ratio was approximately 1.3 at June 30, 2014 (as defined in the Amended Credit Facility), significantly below a maximum permitted ratio of 3.0.

During the second quarter of 2014, the Company terminated a commercial sales agreement with an agency for a $4.0 million cash payment, which eliminated all future sales commissions owed to the agency, and resulted in a one-time commission expense of $2.9 million, net of previously accrued commissions. The one-time sales commission expense and purchase accounting adjustments and transaction expenses related to the acquisition reduced the Company’s consolidated operating income by approximately $3.6 million, operating margin by approximately 250 basis points and earnings per share by approximately $0.15 per diluted share during the second quarter of 2014 (as noted in the following table).

Quarter ended June 30, 2014
 
Pre-Acquisition Businesses
 
Industrial Filtration
 
Consolidated
Net sales
 
$
114,658

 
$
34,135

 
$
148,793

 
 
 
 
 
 
 
Operating income, as reported
 
10,375

 
2,198

 
12,573

Sales commission settlement expense
 
2,900

 

 
2,900

Purchase accounting adjustment
 

 
523

 
523

Transaction expenses
 
209

 

 
209

Operating income, adjusted
 
$
13,484

 
$
2,721

 
$
16,205

Operating margin, as reported
 
9.0
%
 
6.4
%
 
8.4
%
Operating margin, adjusted
 
11.8
%
 
8.0
%
 
10.9
%
 
 
 
 
 
 
 
Diluted earnings per share, reported
 
 
 
 
 
$
0.49

Sales commission settlement, net of tax of $895
 
 
 
 
 
$
0.12

Purchase accounting adjustment, net of tax of $163
 
 
 
 
 
$
0.02

Transaction expenses, net of tax of $88
 
 
 
 
 
$
0.01

Diluted earnings per share, adjusted
 
 
 
 
 
$
0.64


Thermal/Acoustical Fibers (“T/A Fibers”) segment net sales increased by $8.3 million, or 29.9%, from higher automotive parts sales in North America. Favorable market conditions as well as timing of certain customer purchases contributed to the significant increase in T/A Fibers net sales in the second quarter of 2014 compared to the second quarter of 2013. Thermal/Acoustical Metals (“T/A Metals”) segment net sales increased by $2.4 million, or 5.9%, compared to the second quarter of 2013, driven by higher automotive parts sales in North America and Europe of $1.7 million and favorable foreign currency translation of $1.2 million, partially offset by lower tooling net sales. Net sales for the Performance Materials segment increased by $2.3 million, or 7.9%, primarily from greater filtration and life sciences products net sales within the segment’s European operations.

Dale Barnhart, President and Chief Executive Officer, stated, “Overall, we are pleased to report very strong second quarter results with adjusted earnings of $0.64 per share. Organic sales growth of nearly 12% was led by our T/A Fibers segment as we continued to benefit from favorable automotive market conditions in North America and from new platform awards. I am also pleased that our Performance Materials segment reported organic sales growth of approximately 6% in the second quarter of 2014.

“In our first full quarter with the Industrial Filtration business, sales were strong as there was favorable demand for felt filtration media and filter bags as this business traditionally experiences higher demand in the first half of the year due to many industrial plants coming online. We continue to remain on track with our integration of this business

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including the introduction of Lydall Lean Six Sigma principles to achieve future margin and working capital improvements.

“We expect sales growth in the third quarter and second half of the year to be less robust than the first half due to timing of customer orders, typical customer plant shut-downs in North America and Europe as well as seasonality that normally occurs in some of our segments. As as result, we expect lower organic sales growth in the second half compared to the first half of 2014.”

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, including adjusted operating income, adjusted operating margin and adjusted earnings per share, which exclude transaction related costs and purchase accounting adjustments related to the acquisition of the Industrial Filtration businesses as well as a one-time sales commission settlement. The Company excluded the above items because they are outside of Lydall’s normal operations. Additionally, organic net sales refers to sales calculated according to GAAP but excluding (1) sales from the acquired business and (2) the impact of foreign currency translation. The Company excludes the effect of foreign currency translation from organic net sales because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends, and excludes the effect of acquisitions and related items because the nature and size of acquisitions can vary dramatically from period to period and can also obscure underlying business trends and make comparisons of long-term performance difficult.

The Company believes that the use of non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such results to previous periods or forecasts. Non-GAAP measures should be considered in addition to, and not as a replacement for or superior to, the corresponding GAAP measures, and may not be comparable to similarly titled measures reported by other companies.

Conference Call

Lydall will host a conference call today at 11:00 a.m. Eastern Time to discuss results for its second quarter ended June 30, 2014 as well as general matters related to its businesses and markets. The call may be accessed at (888) 338-7142, from within the U.S., or (412) 902-4181, internationally. In addition, the audio of the call will be webcast live and will be available for replay on the Company's website at www.lydall.com in the Investor Relations' section. A recording of the call will be available from 3:00 p.m. Eastern Time on July 31, 2014 through 11:59 p.m. Eastern Time, August 7, 2014 at (877) 344-7529, from within the U.S., or (412) 317-0088, internationally, pass code 10050151. Additional information, including a presentation outlining key financial data supporting today’s conference call, can be found on the Company’s website www.lydall.com under the Investors Relations’ Section.

Lydall, Inc. is a New York Stock Exchange listed company, headquartered in Manchester, Connecticut with global manufacturing operations producing specialty engineered products for the thermal/acoustical and filtration/separation markets. For more information, visit http://www.lydall.com. is a registered trademark of Lydall, Inc. in the U.S. and other countries.

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact, including statements about the expected impact of the acquisition of the Industrial Filtration businesses on Lydall’s future financial performance and the overall outlook for the second half of 2014, may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of the Company based on current expectations and assumptions relating to the Company’s business, the economy and other future conditions. Forward-looking statements generally can be

3



identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs,” and other words of similar meaning in connection with the discussion of future operating or financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties which include, among others, worldwide economic cycles that affect the markets that the Company’s businesses serve which could have an effect on demand for the Company’s products and impact the Company’s profitability, challenges encountered by Lydall in the integration of the acquired businesses, disruptions in the global credit and financial markets, including diminished liquidity and credit availability, swings in consumer confidence and spending, unstable economic growth, raw material pricing and supply issues, fluctuations in unemployment rates, increases in fuel prices, and outcomes of legal proceedings, claims and investigations, including with respect to possible violations of German anti-trust laws by employees in our German operation, could have a negative impact on the Company’s results of operations and financial condition. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our filings with the Securities and Exchange Commission, including the risks and uncertainties identified in Part I, Item 1A - Risk Factors of Lydall’s Annual Report on Form 10-K for the year ended December 31, 2013.

These forward-looking statements speak only as of the date of this press release, and Lydall does not assume any obligation to update or revise any forward-looking statement made in this press release or that may from time to time be made by or on behalf of the Company. Information may also be obtained from the Company Contact: David D. Glenn, Director of Business Development and Investor Relations, One Colonial Road, Manchester, CT 06042; Telephone 860-646-1233, email: investor@lydall.com.


-MORE-


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Summary of Operations
 
 
 
 
 
 
 
 
In thousands except per share data
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Net sales
 
$
148,793

 
$
101,051

 
$
274,019

 
$
200,080

Cost of sales
 
114,140

 
78,014

 
213,167

 
155,678

Gross profit
 
34,653

 
23,037

 
60,852

 
44,402

 
 
 
 
 
 
 
 
 
Selling, product development and administrative expenses
 
22,080

 
13,516

 
40,653

 
28,364

Operating income
 
12,573

 
9,521

 
20,199

 
16,038

 
 
 
 
 
 
 
 
 
Interest expense
 
280

 
76

 
492

 
154

Other expense, net
 
299

 
18

 
354

 
60

Income before income taxes
 
11,994

 
9,427

 
19,353

 
15,824

 
 
 
 
 
 
 
 
 
Income tax expense
 
3,754

 
3,472

 
7,397

 
5,377

Net income
 
$
8,240

 
$
5,955

 
$
11,956

 
$
10,447

 
 
 
 
 
 
 
 
 
Earnings per share:
 
 
 
 
 
 
 
 
Basic
 
$
0.50

 
$
0.36

 
$
0.72

 
$
0.63

Diluted
 
$
0.49

 
$
0.35

 
$
0.71

 
$
0.62

 
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding
 
16,618

 
16,612

 
16,580

 
16,674

Weighted average number of common shares and equivalents outstanding
 
16,980

 
16,831

 
16,925

 
16,927



5



Summary of Segment Information
 
 
 
 
 
 
 
 
and Other Products and Services
 
 
 
 
 
 
 
 
In thousands
 
 
 
 
 
 
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
Quarter Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2014
 
2013
 
2014
 
2013
Net Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance Materials Segment
 
$
31,252

 
$
28,968

 
$
60,105

 
$
56,451

Industrial Filtration Segment
 
34,135

 

 
51,791

 

Thermal/Acoustical Metals Segment
 
43,339

 
40,920

 
85,795

 
81,122

Thermal/Acoustical Fibers Segment
 
36,308

 
27,959

 
68,821

 
55,886

Other Products and Services:
 
 
 
 
 
 
 
 
Life Sciences Vital Fluids
 
4,864

 
4,263

 
9,588

 
8,570

Eliminations and Others
 
(1,105
)
 
(1,059
)
 
(2,081
)
 
(1,949
)
Consolidated Net Sales
 
$
148,793

 
$
101,051

 
$
274,019

 
$
200,080

 
 
 
 
 
 
 
 
 
Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Performance Materials Segment
 
$
3,566

 
$
3,271

 
$
5,429

 
$
4,548

Industrial Filtration Segment
 
2,198

 

 
2,984

 

Thermal/Acoustical Metals Segment
 
2,564

 
4,431

 
6,217

 
7,449

Thermal/Acoustical Fibers Segment
 
9,279

 
5,432

 
16,620

 
11,586

Other Products and Services:
 
 
 
 
 
 
 
 
Life Sciences Vital Fluids
 
286

 
125

 
706

 
481

Corporate Office Expenses
 
(5,320
)
 
(3,738
)
 
(11,757
)
 
(8,026
)
Consolidated Operating Income
 
$
12,573

 
$
9,521

 
$
20,199

 
$
16,038



6



Financial Position
 
 
 
 
In thousands except ratio data
 
 
 
 
 
 
June 30, 2014
 
December 31, 2013
(Unaudited)
 
 
 
 
Cash and cash equivalents
 
$
64,425

 
$
75,407

Working capital
 
$
155,963

 
$
123,577

Total debt
 
$
61,381

 
$
1,714

Stockholders' equity
 
$
214,382

 
$
200,087

Total capitalization
 
$
275,763

 
$
201,801

Current ratio
 
3.1

 
3.5

Total debt to total capitalization
 
22.3
%
 
0.8
%

Cash Flows
 
 
 
 
 
 
 
 
In thousands
 
Quarter Ended
 
Six Months Ended
(Unaudited)
 
June 30,
 
June 30,
 
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
16,234

 
$
9,697

 
$
13,374

 
$
6,480

Net cash used for investing activities
 
$
(2,819
)
 
$
(3,210
)
 
$
(84,783
)
 
$
(5,673
)
Net cash provided by financing activities
 
$
472

 
$
(5,707
)
 
$
60,486

 
$
(5,511
)
Depreciation and amortization
 
$
4,724

 
$
3,196

 
$
8,572

 
$
6,541

Capital expenditures
 
$
(2,819
)
 
$
(3,052
)
 
$
(5,626
)
 
$
(5,515
)

Common Stock Data
 
 
 
 
Quarter Ended June 30,
 
2014
 
2013
 
 
 
 
 
High
 
29.66

 
15.38

Low
 
21.50

 
13.29

Close
 
27.37

 
14.60


During the second quarter of 2014, 6,573,793 shares of Lydall common stock (LDL) were traded on the New York Stock Exchange.


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