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)
|
Common stock $.10 par value per share.
|
|
Total Shares outstanding April 22, 2011
|
17,154,780
|
Page
Number
|
|||
Part I.
|
Financial Information
|
||
Item 1.
|
Financial Statements
|
3 | |
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
|
||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
14
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
24
|
|
Item 4.
|
Controls and Procedures
|
24
|
|
Part II.
|
Other Information
|
||
Item 1.
|
Legal Proceedings
|
26
|
|
Item 1A.
|
Risk Factors
|
26
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
27
|
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Item 5.
|
Other Information
|
27
|
|
Item 6.
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Exhibits
|
29
|
|
Signature
|
30
|
||
Exhibit Index
|
31
|
Item 1.
|
Financial Statements
|
Quarter Ended
March 31,
|
||||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
Net sales
|
$ | 108,110 | $ | 75,579 | ||||
Cost of sales
|
88,918 | 61,573 | ||||||
Gross profit
|
19,192 | 14,006 | ||||||
Selling, product development and administrative expenses
|
14,676 | 14,675 | ||||||
Gain on sale of product line
|
(405 | ) | - | |||||
Operating income (loss)
|
4,921 | (669 | ) | |||||
Interest expense
|
210 | 220 | ||||||
Other expense (income), net
|
39 | (102 | ) | |||||
Income (loss) before income taxes
|
4,672 | (787 | ) | |||||
Income tax expense (benefit)
|
1,729 | (316 | ) | |||||
Net income (loss)
|
$ | 2,943 | $ | (471 | ) | |||
Earnings (loss) per share:
|
||||||||
Basic
|
$ | .18 | $ | (.03 | ) | |||
Diluted
|
$ | .17 | $ | (.03 | ) | |||
Weighted average number of common shares outstanding:
|
||||||||
Basic
|
16,735 | 16,651 | ||||||
Diluted
|
16,838 | 16,651 |
March 31,
2011
|
December 31,
2010
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 22,304 | $ | 24,988 | ||||
Accounts receivable, net
|
63,480 | 47,080 | ||||||
Inventories, net
|
36,991 | 37,444 | ||||||
Taxes receivable
|
1,676 | 1,867 | ||||||
Prepaid expenses and other current assets, net
|
6,523 | 4,652 | ||||||
Total current assets
|
130,974 | 116,031 | ||||||
Property, plant and equipment, at cost
|
252,214 | 246,460 | ||||||
Accumulated depreciation
|
(164,401 | ) | (158,224 | ) | ||||
Net, property, plant and equipment
|
87,813 | 88,236 | ||||||
Goodwill and other intangible assets
|
24,475 | 24,094 | ||||||
Other assets, net
|
3,098 | 3,527 | ||||||
Total assets
|
$ | 246,360 | $ | 231,888 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Current portion of long-term debt
|
$ | 1,607 | $ | 1,496 | ||||
Accounts payable
|
37,628 | 33,963 | ||||||
Accrued payroll and other compensation
|
10,366 | 9,022 | ||||||
Accrued taxes
|
5,066 | 3,113 | ||||||
Other accrued liabilities
|
4,736 | 5,077 | ||||||
Total current liabilities
|
59,403 | 52,671 | ||||||
Long-term debt
|
3,206 | 3,392 | ||||||
Deferred tax liabilities
|
6,133 | 5,360 | ||||||
Pension and other long-term liabilities
|
14,699 | 15,010 | ||||||
Stockholders’ equity:
|
||||||||
Preferred stock
|
— | — | ||||||
Common stock
|
2,363 | 2,364 | ||||||
Capital in excess of par value
|
55,178 | 54,799 | ||||||
Retained earnings
|
174,765 | 171,822 | ||||||
Accumulated other comprehensive loss
|
(4,187 | ) | (8,330 | ) | ||||
Treasury stock, at cost
|
(65,200 | ) | (65,200 | ) | ||||
Total stockholders’ equity
|
162,919 | 155,455 | ||||||
Total liabilities and stockholders’ equity
|
$ | 246,360 | $ | 231,888 |
Quarter Ended
March 31,
|
||||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | 2,943 | $ | (471 | ) | |||
Adjustments to reconcile net income (loss) to net cash (used for) provided by operating activities:
|
||||||||
Gain on sale of product line
|
(405 | ) | - | |||||
Depreciation and amortization
|
3,646 | 3,655 | ||||||
Amortization of debt issuance costs
|
101 | 101 | ||||||
Deferred income taxes
|
532 | (541 | ) | |||||
Stock based compensation
|
420 | 359 | ||||||
Loss on disposition of property, plant and equipment
|
2 | 30 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(15,163 | ) | (8,680 | ) | ||||
Inventories
|
1,279 | (5,204 | ) | |||||
Accounts payable
|
2,952 | 5,635 | ||||||
Accrued payroll and other compensation
|
1,041 | 2,644 | ||||||
Accrued taxes
|
1,769 | 752 | ||||||
Other, net
|
(1,222 | ) | 1,783 | |||||
Net cash (used for) provided by operating activities
|
(2,105 | ) | 63 | |||||
Cash flows from investing activities:
|
||||||||
Receipt from acquisition net assets adjustment
|
- | 276 | ||||||
Capital expenditures
|
(1,552 | ) | (1,780 | ) | ||||
Reimbursement of cash from leasing company
|
613 | - | ||||||
Net cash used for investing activities
|
(939 | ) | (1,504 | ) | ||||
Cash flows from financing activities:
|
||||||||
Debt repayments
|
(357 | ) | (342 | ) | ||||
Common stock issued
|
22 | 8 | ||||||
Net cash used for financing activities
|
(335 | ) | (334 | ) | ||||
Effect of exchange rate changes on cash
|
695 | (700 | ) | |||||
Decrease in cash and cash equivalents
|
(2,684 | ) | (2,475 | ) | ||||
Cash and cash equivalents at beginning of period
|
24,988 | 22,721 | ||||||
Cash and cash equivalents at end of period
|
$ | 22,304 | $ | 20,246 |
In thousands
|
March 31,
2011
|
December 31,
2010
|
||||||
Raw materials
|
$ | 16,953 | $ | 15,587 | ||||
Work in process
|
8,609 | 11,759 | ||||||
Finished goods
|
11,678 | 10,758 | ||||||
37,240 | 38,104 | |||||||
Less: Progress billings
|
(249 | ) | (660 | ) | ||||
Total inventories
|
$ | 36,991 | $ | 37,444 |
In thousands except per share amounts and years
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
|
||||||||||||
Outstanding at December 31, 2010
|
907 | $ | 8.62 | |||||||||||||
Granted
|
— | $ | — | |||||||||||||
Exercised
|
(4 | ) | $ | 5.13 | ||||||||||||
Forfeited/Cancelled
|
(19 | ) | $ | 8.22 | ||||||||||||
Outstanding at March 31, 2011
|
884 | $ | 8.65 | 6.3 | $ | 1,040 | ||||||||||
Options exercisable at March 31, 2011
|
517 | $ | 9.64 | 4.5 | $ | 347 |
In thousands except per share amounts
|
Shares
|
Weighted-Average
Grant-Date
Fair Value
|
||||||
Unvested at December 31, 2010
|
430 | $ | 6.27 | |||||
Granted
|
22 | $ | 5.54 | |||||
Vested
|
— | $ | — | |||||
Forfeited
|
(34 | ) | $ | 5.57 | ||||
Unvested at March 31, 2011
|
418 | $ | 6.29 |
Quarter Ended
|
||||||||
March 31,
|
||||||||
In thousands
|
2011
|
2010
|
||||||
Components of net periodic benefit cost:
|
||||||||
Interest cost
|
$ | 646 | $ | 642 | ||||
Expected return on assets
|
(662 | ) | (583 | ) | ||||
Amortization of actuarial loss
|
140 | 145 | ||||||
Net periodic benefit cost
|
$ | 124 | $ | 204 |
Quarter Ended
|
||||||||
March 31,
|
||||||||
In thousands
|
2011
|
2010
|
||||||
Net income (loss)
|
$ | 2,943 | $ | (471 | ) | |||
Changes in accumulated other comprehensive income (loss):
|
||||||||
Foreign currency translation adjustments
|
4,059 | (4,507 | ) | |||||
Pension liability adjustment, net of tax
|
84 | 90 | ||||||
Unrealized loss on derivative instruments, net of tax
|
- | (14 | ) | |||||
Total comprehensive income (loss)
|
$ | 7,086 | $ | (4,902 | ) |
Quarter Ended
|
||||||||
March 31,
|
||||||||
In thousands
|
2011
|
2010
|
||||||
Basic average common shares outstanding
|
16,735 | 16,651 | ||||||
Effect of dilutive options and restricted stock awards
|
103 | - | ||||||
Diluted average common shares outstanding
|
16,838 | 16,651 |
Quarter Ended
March 31,
|
||||||||
In thousands
|
2011
|
2010
|
||||||
Performance Materials:
|
||||||||
Industrial Filtration
|
$ | 20,471 | $ | 15,844 | ||||
Industrial Thermal Insulation
|
11,952 | 8,789 | ||||||
Life Sciences Filtration
|
4,046 | 2,519 | ||||||
Performance Materials Segment net sales
|
$ | 36,469 | $ | 27,152 | ||||
Thermal/Acoustical:
|
||||||||
Metal parts
|
$ | 35,513 | $ | 25,570 | ||||
Fiber parts
|
19,264 | 9,946 | ||||||
Tooling
|
7,194 | 5,021 | ||||||
Thermal/Acoustical Segment net sales
|
$ | 61,971 | $ | 40,537 | ||||
Other Products and Services:
|
||||||||
Life Sciences Vital Fluids
|
$ | 3,768 | $ | 4,150 | ||||
Affinity
|
6,437 | 4,138 | ||||||
Other Products and Services net sales
|
$ | 10,205 | $ | 8,288 | ||||
Eliminations and Other
|
(535 | ) | (398 | ) | ||||
Consolidated Net Sales
|
$ | 108,110 | $ | 75,579 |
Quarter Ended
March 31,
|
||||||||
In thousands
|
2011 | 2010 | ||||||
Performance Materials
|
$ | 6,297 | $ | 2,003 | ||||
Thermal/Acoustical
|
2,186 | 1,358 | ||||||
Other Products and Services
|
||||||||
Life Sciences Vital Fluids
|
(285 | ) | 180 | |||||
Affinity
|
381 | (24 | ) | |||||
Corporate Office Expenses
|
(3,658 | ) | (4,186 | ) | ||||
Consolidated Operating Income (Loss)
|
$ | 4,921 | $ | (669 | ) |
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
·
|
Overall economic and business conditions and the effects of the Japanese natural disaster on the Company’s markets;
|
|
·
|
Business strategies, synergies, or operating efficiencies, such as manufacturing inefficiencies at the Company’s North American automotive facility;
|
|
·
|
The ability of the Company to improve gross margins of fiber-based products at its North American automotive facility;
|
|
·
|
Expected automobile production in the North American or European automotive markets;
|
|
·
|
The cost and availability of raw materials and energy and ability to pass through to customers increases in such costs;
|
|
·
|
Benefits realized from savings and operating efficiency improvements as a result of Lean Six Sigma and operational excellence initiatives;
|
|
·
|
Future amounts of stock-based compensation expense;
|
|
·
|
Pension plan funding requirements;
|
|
·
|
Future levels of capital spending;
|
|
·
|
The Company’s ability to meet cash operating requirements;
|
|
·
|
The Company’s ability to meet financial covenants in its domestic credit facility;
|
|
·
|
The Company’s ability to remediate identified control deficiencies over financial reporting;
|
|
·
|
Future effective income tax rates and realization of deferred tax assets;
|
|
·
|
Estimates of fair values of reporting units and long-lived assets used in assessing goodwill and long-lived assets for possible impairment;
|
|
·
|
The expected outcomes of contingencies; and
|
|
·
|
The ability to complete future strategic transactions.
|
|
·
|
Consolidated net sales increased by $32.5 million, or 43.0%, to a record quarterly amount of $108.1 million;
|
|
o
|
Foreign currency translation had an immaterial impact on net sales growth;
|
|
·
|
Segment net sales increased as follows:
|
|
o
|
Performance Materials segment increased by $9.3 million, or 34.3%;
|
|
o
|
Thermal/Acoustical segment increased by $21.4 million, or 52.9%;
|
|
o
|
Other Products and Services increased by $1.9 million, or 23.1%;
|
|
·
|
Gross margin percentage decreased to 17.8% compared to 18.5% primarily due to negative gross profit on fiber parts in the Thermal/Acoustical segment;
|
|
·
|
Consolidated operating income was $4.9 million, compared to an operating loss of $(0.7) million;
|
|
o
|
Performance Materials segment reported operating income of $6.3 million, compared to operating income of $2.0 million;
|
|
o
|
Thermal/Acoustical segment reported operating income of $2.2 million, compared to operating income of $1.4 million;
|
|
o
|
OPS reported operating income of $0.1 million, compared to operating income of $0.2 million;
|
|
o
|
Corporate office expenses were $3.7 million, compared with $4.2 million;
|
|
·
|
Pretax income was $4.7 million, compared to pretax loss of $(0.8) million;
|
|
·
|
Net income was $2.9 million, or $.17 per share, compared to a net loss of $(0.5) million, or $(.03) per share;
|
|
·
|
Cash used by operations was $(2.1) million compared to cash provided by operations of $0.1 million.
|
In thousands
|
Quarter Ended
|
|||||||||||
Q1-11
|
Q1-10
|
Percent
Change
|
||||||||||
Net sales
|
$ | 108,110 | $ | 75,579 | 43.0 | % |
In thousands
|
Quarter Ended
|
|||||||||||
Q1-11
|
Q1-10
|
Percent
Change
|
||||||||||
Gross profit
|
$ | 19,192 | $ | 14,006 | 37.0 | % | ||||||
Percentage of sales
|
17.8 | % | 18.5 | % |
In thousands
|
Quarter Ended
|
|||||||||||
Q1-11
|
Q1-10
|
Percent
Change
|
||||||||||
Selling, product development and administrative expenses
|
$ | 14,676 | $ | 14,675 | - | % | ||||||
Percentage of net sales
|
13.6 | % | 19.4 | % |
In thousands
|
Quarter Ended
|
|||||||||||
Q1-11
|
Q1-10
|
Percent
Change
|
||||||||||
Gain on sale of product line
|
$ | 405 | $ | - | - | % |
In thousands
|
Quarter Ended
|
|||||||||||
Q1-11
|
Q1-10
|
Percent
Change
|
||||||||||
Interest expense
|
$ | 210 | $ | 220 | (4.5 | )% | ||||||
Weighted average interest rate
|
5.3 | % | 5.3 | % |
In thousands
|
Quarter Ended
March 31, 2011
|
Quarter Ended
March 31, 2010
|
Dollar
Change
|
|||||||||
Performance Materials:
|
||||||||||||
Industrial Filtration
|
$ | 20,471 | $ | 15,844 | $ | 4,627 | ||||||
Industrial Thermal Insulation
|
11,952 | 8,789 | 3,163 | |||||||||
Life Sciences Filtration
|
4,046 | 2,519 | 1,527 | |||||||||
Performance Materials Segment net sales
|
$ | 36,469 | $ | 27,152 | $ | 9,317 | ||||||
Thermal/Acoustical:
|
||||||||||||
Metal parts
|
$ | 35,513 | $ | 25,570 | $ | 9,943 | ||||||
Fiber parts
|
19,264 | 9,946 | 9,318 | |||||||||
Tooling
|
7,194 | 5,021 | 2,173 | |||||||||
Thermal/Acoustical Segment net sales
|
$ | 61,971 | $ | 40,537 | $ | 21,434 | ||||||
Other Products and Services:
|
||||||||||||
Life Sciences Vital Fluids
|
$ | 3,768 | $ | 4,150 | $ | (382 | ) | |||||
Affinity
|
6,437 | 4,138 | 2,299 | |||||||||
Other Products and Services net sales
|
$ | 10,205 | $ | 8,288 | $ | 1,917 | ||||||
Eliminations and Other
|
(535 | ) | (398 | ) | (137 | ) | ||||||
Consolidated Net Sales
|
$ | 108,110 | $ | 75,579 | $ | 32,531 |
Quarter Ended
March 31, 2011
|
Quarter Ended
March 31, 2010
|
|||||||||||||||||||
In thousands
|
Operating
Income
|
Operating
Margin %
|
Operating
Income
|
Operating
Margin %
|
Dollar
Change
|
|||||||||||||||
Performance Materials
|
$ | 6,297 | 17.3 | % | $ | 2,003 | 7.4 | % | $ | 4,294 | ||||||||||
Thermal/Acoustical
|
2,186 | 3.5 | % | 1,358 | 3.4 | % | 828 | |||||||||||||
Other Products and Services
|
||||||||||||||||||||
Life Sciences Vital Fluids
|
(285 | ) | (7.6 | )% | 180 | 4.3 | % | (465 | ) | |||||||||||
Affinity
|
381 | 5.9 | % | (24 | ) | (0.6 | )% | 405 | ||||||||||||
Corporate Office Expenses
|
(3,658 | ) | - | (4,186 | ) | - | 528 | |||||||||||||
Consolidated Operating Income
|
$ | 4,921 | 4.6 | % | $ | (669 | ) | (0.9 | )% | $ | 5,590 |
|
·
|
The Company reinforced existing company-wide financial reporting policies and procedures, and developed enhanced procedures and processes at the facility involving journal entries and corresponding supporting documentation, and the Company reinforced existing controls and expectations regarding roles and responsibilities;
|
|
·
|
The Company designed and implemented additional training programs to enhance the expertise of the finance function at the facility;
|
|
·
|
Management has taken steps to improve communication at the facility between finance personnel responsible for accounting for transactions and other operational functions within the facility to allow for improved monitoring practices concerning the review of monthly journal entries and reported financial results at the facility; and
|
|
·
|
The facility finance team changed its monitoring practices concerning the review of monthly journal entries and reported financial results.
|
1.)
|
Election of Nominees to the Board of Directors
|
2.)
|
Advisory Vote on Executive Compensation
|
For:
|
13,593,235
|
Against:
|
192,646
|
Abstain:
|
88,926
|
Broker Non-Votes:
|
1,185,911
|
3.)
|
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
|
1 Year:
|
12,566,761
|
2 Years:
|
83,252
|
3 Years:
|
1,141,349
|
Abstain:
|
77,445
|
Broker Non-Votes:
|
1,185,911
|
4.)
|
Ratification of Appointment of Independent Auditors
|
For:
|
14,569,393
|
Against:
|
483,488
|
Abstain:
|
7,837
|
Exhibit
Number
|
Description
|
|
3.1
|
Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K dated March 12, 2004 and incorporated herein by this reference.
|
|
3.2
|
Bylaws of the Registrant, as amended and restated as of December 11, 2003, filed as Exhibit 3.2 to the Registrant’s Annual Report on 10-K dated March 12, 2004 and incorporated herein by this reference.
|
|
10.1
|
Amended and Restated Lydall 2003 Stock Incentive Compensation Plan, filed herewith.
|
|
31.1
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, filed herewith.
|
|
31.2
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, filed herewith.
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
LYDALL, INC.
|
||
May 2, 2011
|
By
:
|
/s/ James V. Laughlan
|
James V. Laughlan
Chief Accounting Officer and Controller
(On behalf of the Registrant and as
Principal Accounting Officer)
|
Exhibit
Number
|
||
3.1
|
Certificate of Incorporation of the Registrant, as amended, filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K dated March 12, 2004 and incorporated herein by this reference.
|
|
3.2
|
Bylaws of the Registrant, as amended and restated as of December 11, 2003, filed as Exhibit 3.2 to the Registrant’s Annual Report on 10-K dated March 12, 2004 and incorporated herein by this reference.
|
|
10.1
|
Amended and Restated Lydall 2003 Stock Incentive Compensation Plan, filed herewith.
|
|
31.1
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, filed herewith.
|
|
31.2
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, filed herewith.
|
|
32.1
|
|
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Lydall, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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May 2, 2011
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/s/ Dale G. Barnhart
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Dale G. Barnhart
President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Lydall, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
May 2, 2011
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/s/ Erika G. Turner
|
|
Erika G. Turner
Vice President, Chief Financial Officer and Treasurer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 2, 2011
|
/s/ Dale G. Barnhart
|
|
Dale G. Barnhart
President and Chief Executive Officer
|
||
May 2, 2011
|
/s/ Erika G. Turner
|
|
Erika G. Turner
Vice President, Chief Financial Officer and Treasurer
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