|
|
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)
|
Total Shares outstanding April 13, 2015
|
17,014,967
|
|
|
|
|
Page
Number
|
|
|
|
|
Cautionary Note Concerning Forward – Looking Statements
|
|||
|
|
|
|
Part I.
|
Financial Information
|
|
|
|
|
|
|
|
Item 1.
|
|
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Item 2.
|
||
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|
|
Item 3.
|
28
|
|
|
|
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|
Item 4.
|
||
|
|
|
|
Part II.
|
Other Information
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
|
Item 1A.
|
||
|
|
|
|
|
Item 2.
|
||
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|
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|
|
Item 5.
|
||
|
|
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|
|
Item 6.
|
32
|
|
|
|
|
|
Signature
|
|
|
|
|
|
|
|
Exhibit Index
|
|
|
•
|
Overall economic and business conditions and the effects on the Company’s markets;
|
•
|
Outlook for the remainder of
2015
;
|
•
|
Expected vehicle production in the North American, European or Asian markets;
|
•
|
Growth opportunities in markets served by the Company;
|
•
|
Expected cost savings from synergy programs associated with the Industrial Filtration acquisition;
|
•
|
Expected gross margin, operating margin and working capital improvements from the application of Lean Six Sigma;
|
•
|
Product development and new business opportunities;
|
•
|
Future strategic transactions, including but not limited to: acquisitions, joint ventures, alliances, licensing agreements and divestitures;
|
•
|
Pension plan funding requirements;
|
•
|
Future cash flow and uses of cash;
|
•
|
Future repurchases of the Company’s Common Stock;
|
•
|
Future amounts of stock-based compensation expense;
|
•
|
Future earnings and other measurements of financial performance;
|
•
|
Future levels of indebtedness and capital spending;
|
•
|
Ability to meet cash operating requirements;
|
•
|
Ability to meet financial covenants in the Company's revolving credit facility;
|
•
|
Future impact of the variability of interest rates;
|
•
|
Future impact of foreign currency exchange rates;
|
•
|
The expected future impact of recently issued accounting pronouncements upon adoption;
|
•
|
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; and
|
•
|
The expected outcomes of legal proceedings and other contingencies.
|
|
Quarter Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Net sales
|
$
|
127,306
|
|
|
$
|
125,226
|
|
Cost of sales
|
99,606
|
|
|
99,027
|
|
||
Gross profit
|
27,700
|
|
|
26,199
|
|
||
Selling, product development and administrative expenses
|
17,622
|
|
|
18,573
|
|
||
Operating income
|
10,078
|
|
|
7,626
|
|
||
Gain on sale of business
|
(18,647
|
)
|
|
—
|
|
||
Interest expense
|
222
|
|
|
212
|
|
||
Other (income) expense, net
|
(1,022
|
)
|
|
55
|
|
||
Income before income taxes
|
29,525
|
|
|
7,359
|
|
||
Income tax expense
|
10,588
|
|
|
3,643
|
|
||
Net income
|
$
|
18,937
|
|
|
$
|
3,716
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.12
|
|
|
$
|
0.22
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
0.22
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
16,837
|
|
|
16,542
|
|
||
Diluted
|
17,109
|
|
|
16,852
|
|
|
Quarter Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Net income
|
$
|
18,937
|
|
|
$
|
3,716
|
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation adjustments
|
(9,919
|
)
|
|
(336
|
)
|
||
Pension liability adjustment, net of tax
|
137
|
|
|
111
|
|
||
Comprehensive income
|
$
|
9,155
|
|
|
$
|
3,491
|
|
|
March 31,
2015 |
|
December 31, 2014
|
||||
|
(Unaudited)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
72,103
|
|
|
$
|
62,051
|
|
Accounts receivable, less allowances (2015 - $907; 2014 - $709)
|
91,252
|
|
|
84,366
|
|
||
Inventories
|
53,640
|
|
|
51,241
|
|
||
Taxes receivable
|
1,426
|
|
|
4,539
|
|
||
Prepaid expenses and other current assets
|
10,205
|
|
|
11,109
|
|
||
Total current assets
|
228,626
|
|
|
213,306
|
|
||
Property, plant and equipment, at cost
|
289,473
|
|
|
304,811
|
|
||
Accumulated depreciation
|
(179,184
|
)
|
|
(189,454
|
)
|
||
Net, property, plant and equipment
|
110,289
|
|
|
115,357
|
|
||
Goodwill
|
16,796
|
|
|
21,943
|
|
||
Other intangible assets, net
|
7,323
|
|
|
7,841
|
|
||
Other assets, net
|
3,522
|
|
|
3,323
|
|
||
Total assets
|
$
|
366,556
|
|
|
$
|
361,770
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
550
|
|
|
$
|
615
|
|
Accounts payable
|
48,488
|
|
|
49,325
|
|
||
Accrued payroll and other compensation
|
9,118
|
|
|
14,550
|
|
||
Accrued taxes
|
10,334
|
|
|
1,447
|
|
||
Other accrued liabilities
|
9,711
|
|
|
7,140
|
|
||
Total current liabilities
|
78,201
|
|
|
73,077
|
|
||
Long-term debt
|
40,146
|
|
|
40,315
|
|
||
Deferred tax liabilities
|
11,571
|
|
|
13,867
|
|
||
Benefit plan liabilities
|
18,966
|
|
|
19,142
|
|
||
Other long-term liabilities
|
2,681
|
|
|
2,770
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
2,460
|
|
|
2,463
|
|
||
Capital in excess of par value
|
70,402
|
|
|
68,961
|
|
||
Retained earnings
|
261,036
|
|
|
242,099
|
|
||
Accumulated other comprehensive loss
|
(33,943
|
)
|
|
(24,161
|
)
|
||
Treasury stock, at cost
|
(84,964
|
)
|
|
(76,763
|
)
|
||
Total stockholders’ equity
|
214,991
|
|
|
212,599
|
|
||
Total liabilities and stockholders’ equity
|
$
|
366,556
|
|
|
$
|
361,770
|
|
|
Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
18,937
|
|
|
$
|
3,716
|
|
Adjustments to reconcile net income to net cash used for operating activities:
|
|
|
|
||||
Gain on sale of business
|
(18,647
|
)
|
|
—
|
|
||
Depreciation and amortization
|
4,362
|
|
|
3,848
|
|
||
Inventory step-up amortization
|
—
|
|
|
1,282
|
|
||
Deferred income taxes
|
(1,746
|
)
|
|
315
|
|
||
Stock based compensation
|
635
|
|
|
573
|
|
||
Loss on disposition of property, plant and equipment
|
106
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(12,017
|
)
|
|
(20,259
|
)
|
||
Inventories
|
(6,465
|
)
|
|
3,601
|
|
||
Accounts payable
|
3,644
|
|
|
5,970
|
|
||
Accrued payroll and other compensation
|
(4,409
|
)
|
|
(1,934
|
)
|
||
Accrued taxes
|
8,978
|
|
|
1,460
|
|
||
Other, net
|
5,525
|
|
|
(1,432
|
)
|
||
Net cash used for operating activities
|
(1,097
|
)
|
|
(2,860
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(79,157
|
)
|
||
Proceeds from the sale of business, net
|
28,370
|
|
|
—
|
|
||
Capital expenditures
|
(7,396
|
)
|
|
(2,807
|
)
|
||
Net cash provided by (used for) investing activities
|
20,974
|
|
|
(81,964
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
—
|
|
|
60,000
|
|
||
Debt repayments
|
(140
|
)
|
|
(162
|
)
|
||
Common stock issued
|
605
|
|
|
433
|
|
||
Common stock repurchased
|
(7,246
|
)
|
|
(479
|
)
|
||
Excess tax benefit on stock awards
|
286
|
|
|
222
|
|
||
Net cash (used for) provided by financing activities
|
(6,495
|
)
|
|
60,014
|
|
||
Effect of exchange rate changes on cash
|
(3,330
|
)
|
|
531
|
|
||
Increase (Decrease) in cash and cash equivalents
|
10,052
|
|
|
(24,279
|
)
|
||
Cash and cash equivalents at beginning of period
|
62,051
|
|
|
75,407
|
|
||
Cash and cash equivalents at end of period
|
$
|
72,103
|
|
|
$
|
51,128
|
|
1.
|
Basis of Financial Statement Presentation
|
2.
|
Acquisition and Divestiture
|
In thousands
|
|
|
|
Cash
|
$
|
7,493
|
|
Accounts Receivable
|
26,779
|
|
|
Inventory
|
25,046
|
|
|
Other current assets
|
2,894
|
|
|
Property, plant and equipment
|
38,780
|
|
|
Deferred Taxes
|
2,501
|
|
|
Intangible assets (Note 4)
|
5,596
|
|
|
Goodwill (Note 4)
|
3,943
|
|
|
Total assets acquired
|
113,032
|
|
|
|
|
||
Other liabilities
|
(18,002
|
)
|
|
Deferred taxes
|
(8,130
|
)
|
|
Total liabilities assumed
|
(26,132
|
)
|
|
Net assets acquired
|
$
|
86,900
|
|
|
(Unaudited Pro Forma)
|
||
In thousands
|
Quarter Ended March 31, 2014
|
||
Net Sales
|
$
|
142,742
|
|
Net Income
|
$
|
7,476
|
|
|
|
||
Earnings per share:
|
|
||
Basic
|
$
|
0.45
|
|
Diluted
|
$
|
0.44
|
|
In thousands
|
March 31,
2015 |
|
December 31,
2014 |
||||
Raw materials
|
$
|
23,520
|
|
|
$
|
21,248
|
|
Work in process
|
16,831
|
|
|
15,753
|
|
||
Finished goods
|
14,794
|
|
|
15,348
|
|
||
|
55,145
|
|
|
52,349
|
|
||
Less: Progress billings
|
(1,505
|
)
|
|
(1,108
|
)
|
||
Total inventories
|
$
|
53,640
|
|
|
$
|
51,241
|
|
|
|
December 31,
2014 |
|
Currency
translation adjustments
|
|
Other Activity
|
|
March 31, 2015
|
||||||||
In thousands
|
|
|
|
|
||||||||||||
Performance Materials
|
|
$
|
13,340
|
|
|
$
|
(487
|
)
|
|
$
|
—
|
|
|
$
|
12,853
|
|
Industrial Filtration
|
|
3,943
|
|
|
—
|
|
|
—
|
|
|
3,943
|
|
||||
Other Products and Services
|
|
4,660
|
|
|
—
|
|
|
(4,660
|
)
|
|
—
|
|
||||
Total goodwill
|
|
$
|
21,943
|
|
|
$
|
(487
|
)
|
|
$
|
(4,660
|
)
|
|
$
|
16,796
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
In thousands
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
License agreements
|
|
$
|
767
|
|
|
$
|
(767
|
)
|
|
$
|
818
|
|
|
$
|
(818
|
)
|
Technology
|
|
2,500
|
|
|
(185
|
)
|
|
2,500
|
|
|
(143
|
)
|
||||
Customer Relationships
|
|
2,439
|
|
|
(248
|
)
|
|
2,477
|
|
|
(195
|
)
|
||||
Patents
|
|
5,430
|
|
|
(3,025
|
)
|
|
6,037
|
|
|
(3,274
|
)
|
||||
Other
|
|
621
|
|
|
(209
|
)
|
|
691
|
|
|
(252
|
)
|
||||
Total amortized intangible assets
|
|
$
|
11,757
|
|
|
$
|
(4,434
|
)
|
|
$
|
12,523
|
|
|
$
|
(4,682
|
)
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|||||
In thousands
|
|
Effective Rate
|
|
Maturity
|
|
2015
|
|
2014
|
|||||
Revolver Loan, due January 31, 2019
|
|
1.18
|
%
|
|
2019
|
|
$
|
40,000
|
|
|
$
|
40,000
|
|
Capital Lease, land and building, St. Nazaire, France
|
|
5.44
|
%
|
|
2016
|
|
665
|
|
|
893
|
|
||
Capital Lease, manufacturing equipment, Hamptonville, North Carolina
|
|
5.00
|
%
|
|
2017
|
|
31
|
|
|
37
|
|
||
|
|
|
|
|
|
|
40,696
|
|
|
40,930
|
|
||
Less portion due within one year
|
|
|
|
|
|
|
(550
|
)
|
|
(615
|
)
|
||
Total long-term debt
|
|
|
|
|
|
|
$
|
40,146
|
|
|
$
|
40,315
|
|
In thousands except per share
amounts and years
|
|
Shares
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term
(years)
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at March 31, 2015
|
|
539
|
|
|
$
|
15.35
|
|
|
6.9
|
|
$
|
8,816
|
|
Exercisable at March 31, 2015
|
|
261
|
|
|
$
|
9.96
|
|
|
5.0
|
|
$
|
5,684
|
|
Expected to Vest at March 31, 2015
|
|
218
|
|
|
$
|
20.61
|
|
|
8.7
|
|
$
|
2,421
|
|
|
|
Quarter Ended
March 31, |
||||||
In thousands
|
|
2015
|
|
2014
|
||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
||
Interest cost
|
|
$
|
516
|
|
|
$
|
666
|
|
Expected return on assets
|
|
(590
|
)
|
|
(794
|
)
|
||
Amortization of actuarial loss
|
|
225
|
|
|
180
|
|
||
Net periodic benefit cost
|
|
$
|
151
|
|
|
$
|
52
|
|
|
|
Quarter Ended
March 31, |
||||
In thousands
|
|
2015
|
|
2014
|
||
Basic average common shares outstanding
|
|
16,837
|
|
|
16,542
|
|
Effect of dilutive options and restricted stock awards
|
|
272
|
|
|
310
|
|
Diluted average common shares outstanding
|
|
17,109
|
|
|
16,852
|
|
|
|
|
Quarter Ended
March 31, |
||||||
In thousands
|
|
|
(1)
2015
|
|
(2)
2014
|
||||
Performance Materials Segment:
|
|
|
|
|
|
|
|
||
Filtration
|
|
|
$
|
15,067
|
|
|
$
|
17,873
|
|
Thermal Insulation
|
|
|
7,485
|
|
|
8,528
|
|
||
Life Sciences Filtration
|
|
|
2,506
|
|
|
2,452
|
|
||
Performance Materials Segment net sales
|
|
|
25,058
|
|
|
28,853
|
|
||
|
|
|
|
|
|
||||
Industrial Filtration Segment:
|
|
|
|
|
|
||||
Industrial Filtration
|
|
|
34,200
|
|
|
17,656
|
|
||
Industrial Filtration net sales
|
|
|
34,200
|
|
|
17,656
|
|
||
|
|
|
|
|
|
||||
Thermal/Acoustical Metals Segment:
|
|
|
|
|
|
||||
Metal parts
|
|
|
35,022
|
|
|
37,025
|
|
||
Tooling
|
|
|
3,093
|
|
|
5,431
|
|
||
Thermal/Acoustical Metals Segment net sales
|
|
|
38,115
|
|
|
42,456
|
|
||
|
|
|
|
|
|
||||
Thermal/Acoustical Fibers Segment:
|
|
|
|
|
|
||||
Fiber parts
|
|
|
30,411
|
|
|
30,322
|
|
||
Tooling
|
|
|
706
|
|
|
2,191
|
|
||
Thermal/Acoustical Fibers Segment net sales
|
|
|
31,117
|
|
|
32,513
|
|
||
|
|
|
|
|
|
||||
Other Products and Services:
|
|
|
|
|
|
||||
Life Sciences Vital Fluids
|
|
|
1,671
|
|
|
4,724
|
|
||
Other Products and Services net sales
|
|
|
1,671
|
|
|
4,724
|
|
||
Eliminations and Other
|
|
|
(2,855
|
)
|
|
(976
|
)
|
||
Consolidated Net Sales
|
|
|
$
|
127,306
|
|
|
$
|
125,226
|
|
|
|
Quarter Ended
March 31, |
||||||
In thousands
|
|
(1)
2015
|
|
(2)
2014
|
||||
Performance Materials
|
|
$
|
1,306
|
|
|
$
|
1,863
|
|
Industrial Filtration
|
|
3,154
|
|
|
786
|
|
||
Thermal/Acoustical Metals
|
|
3,581
|
|
|
3,653
|
|
||
Thermal/Acoustical Fibers
|
|
7,093
|
|
|
7,341
|
|
||
Other Products and Services
|
|
118
|
|
|
420
|
|
||
Corporate Office Expenses
|
|
(5,174
|
)
|
|
(6,437
|
)
|
||
Consolidated Operating Income
|
|
$
|
10,078
|
|
|
$
|
7,626
|
|
(1)
|
Other Products and Services reports results for the period preceding the date of disposition of January 30, 2015.
|
(2)
|
Industrial Filtration segment reports results for the period following the date of acquisition of February 20, 2014 through March 31, 2014.
|
In thousands
|
|
Foreign Currency
Translation
Adjustment
|
|
Defined Benefit
Pension
Adjustment
|
|
Total
Accumulated
Other
Comprehensive
(Loss) Income
|
||||||
Balance at December 31, 2013
|
|
$
|
6,128
|
|
|
$
|
(14,972
|
)
|
|
$
|
(8,844
|
)
|
Other Comprehensive loss
|
|
(336
|
)
|
|
—
|
|
|
(336
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (a)
|
|
—
|
|
|
111
|
|
|
111
|
|
|||
Balance at March 31, 2014
|
|
5,792
|
|
|
(14,861
|
)
|
|
(9,069
|
)
|
|||
Balance at December 31, 2014
|
|
(6,586
|
)
|
|
(17,575
|
)
|
|
(24,161
|
)
|
|||
Other Comprehensive loss
|
|
(9,919
|
)
|
|
—
|
|
|
(9,919
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income (a)
|
|
—
|
|
|
137
|
|
|
137
|
|
|||
Balance at March 31, 2015
|
|
$
|
(16,505
|
)
|
|
$
|
(17,438
|
)
|
|
$
|
(33,943
|
)
|
(a)
|
Amount represents amortization of actuarial losses, a component of net periodic benefit cost. This amount was
$0.1 million
net of
$0.1 million
tax benefit for the quarters ended
March 31, 2015
and
2014
, respectively.
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Net sales were $127.3 million in the current quarter, compared to $125.2 million in the first quarter of 2014, an increase of
$2.1 million
, or
1.7%
, compared to
Q1 2014
. The change in consolidated net sales is summarized in the following table.
|
Components
|
|
Change in Net Sales
|
|
Percent Change
|
|||
Acquisition of Industrial Filtration (February 20, 2014)
|
|
$
|
14,992
|
|
|
12.0
|
%
|
Foreign currency translation
|
|
(7,147
|
)
|
|
(5.7
|
)%
|
|
Change in tooling sales
|
|
(3,150
|
)
|
|
(2.5
|
)%
|
|
Divestiture of Life Sciences Vital Fluids (January 30, 2015)
|
|
(3,053
|
)
|
|
(2.4
|
)%
|
|
Volume and pricing increase
|
|
438
|
|
|
0.3
|
%
|
|
Total
|
|
$
|
2,080
|
|
|
1.7
|
%
|
•
|
Gross margin increased 90 basis points to 21.8%, compared to 20.9% in Q1 2014. Gross margin in the first quarter of 2014 was adversely impacted by a $1.3 million, or 100 basis points purchase accounting adjustment in cost of sales related to inventory step-up for the Industrial Filtration acquisition.
|
•
|
Operating income was $
10.1 million
, or
7.9%
of net sales, compared to $
7.6 million
, or
6.1%
of net sales, in
Q1 2014
;
|
|
-
|
Operating income in the first quarter of 2015 was negatively impacted by foreign currency translation of $0.5 million, or 0.4% of net sales.
|
|
-
|
Operating income in the first quarter of 2014 was negatively impacted by $2.4 million of transaction related costs and $1.3 million of purchase accounting adjustments related to inventory step-up associated with the Industrial Filtration acquisition.
|
•
|
Other income, net, in the first quarter of 2015 included foreign currency transaction gains of $1.0 million primarily from intercompany loans.
|
•
|
Net income was $18.9 million, or $1.11 per diluted share, in the first quarter of 2015, including $0.69 per diluted share from the sale of the Life Sciences Vital Fluids business, compared to $3.7 million, or $0.22 per diluted share, in the first quarter of 2014.
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Percent
Change
|
|||||
Net sales
|
|
$
|
127,306
|
|
|
$
|
125,226
|
|
|
1.7
|
%
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Percent
Change |
|||||
Gross profit
|
|
$
|
27,700
|
|
|
$
|
26,199
|
|
|
5.7
|
%
|
Gross margin
|
|
21.8
|
%
|
|
20.9
|
%
|
|
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Percent
Change |
|||||
Selling, product development and administrative expenses
|
|
$
|
17,622
|
|
|
$
|
18,573
|
|
|
(5.1
|
)%
|
Percentage of sales
|
|
13.8
|
%
|
|
14.8
|
%
|
|
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Percent
Change |
|||||
Interest expense
|
|
$
|
222
|
|
|
$
|
212
|
|
|
4.7
|
%
|
Weighted average interest rate
|
|
1.3
|
%
|
|
1.7
|
%
|
|
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Dollar Change
|
|||||
Gain on sale of business
|
|
$
|
(18,647
|
)
|
|
$
|
—
|
|
|
(18,647
|
)
|
|
|
Quarter Ended
|
|||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Dollar Change
|
|||||
Other (income) expense, net
|
|
$
|
(1,022
|
)
|
|
$
|
55
|
|
|
(1,077
|
)
|
|
|
Quarter Ended
|
||||||||||
In thousands
|
|
Q1-15
|
|
Q1-14
|
|
Dollar Change
|
||||||
Performance Materials Segment:
|
|
|
|
|
|
|
|
|
|
|||
Filtration
|
|
$
|
15,067
|
|
|
$
|
17,873
|
|
|
$
|
(2,806
|
)
|
Thermal Insulation
|
|
7,485
|
|
|
8,528
|
|
|
(1,043
|
)
|
|||
Life Sciences Filtration
|
|
2,506
|
|
|
2,452
|
|
|
54
|
|
|||
Performance Materials Segment net sales
|
|
25,058
|
|
|
28,853
|
|
|
(3,795
|
)
|
|||
|
|
|
|
|
|
|
||||||
Industrial Filtration Segment:
|
|
|
|
|
|
|
||||||
Industrial Filtration
|
|
34,200
|
|
|
17,656
|
|
|
16,544
|
|
|||
Industrial Filtration net sales
|
|
34,200
|
|
|
17,656
|
|
|
16,544
|
|
|||
|
|
|
|
|
|
|
||||||
Thermal/Acoustical Metals Segment:
|
|
|
|
|
|
|
||||||
Metal parts
|
|
35,022
|
|
|
37,025
|
|
|
(2,003
|
)
|
|||
Tooling
|
|
3,093
|
|
|
5,431
|
|
|
(2,338
|
)
|
|||
Thermal/Acoustical Metals Segment net sales
|
|
38,115
|
|
|
42,456
|
|
|
(4,341
|
)
|
|||
|
|
|
|
|
|
|
||||||
Thermal/Acoustical Fibers Segment:
|
|
|
|
|
|
|
||||||
Fiber parts
|
|
30,411
|
|
|
30,322
|
|
|
89
|
|
|||
Tooling
|
|
706
|
|
|
2,191
|
|
|
(1,485
|
)
|
|||
Thermal/Acoustical Fibers Segment net sales
|
|
31,117
|
|
|
32,513
|
|
|
(1,396
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other Products and Services:
|
|
|
|
|
|
|
||||||
Life Sciences Vital Fluids
|
|
1,671
|
|
|
4,724
|
|
|
(3,053
|
)
|
|||
Other Products and Services net sales
|
|
1,671
|
|
|
4,724
|
|
|
(3,053
|
)
|
|||
Eliminations and Other
|
|
(2,855
|
)
|
|
(976
|
)
|
|
(1,879
|
)
|
|||
Consolidated Net Sales
|
|
$
|
127,306
|
|
|
$
|
125,226
|
|
|
$
|
2,080
|
|
|
|
Quarter Ended
|
|
|
||||||||||||
|
|
Q1-15
|
|
Q1-14
|
|
|
||||||||||
In thousands
|
|
Operating
Income
|
|
Operating
Margin %
|
|
Operating
Income
|
|
Operating
Margin %
|
|
Dollar
Change
|
||||||
Performance Materials
|
|
$
|
1,306
|
|
|
5.2%
|
|
$
|
1,863
|
|
|
6.5%
|
|
$
|
(557
|
)
|
Industrial Filtration
|
|
3,154
|
|
|
9.2%
|
|
786
|
|
|
4.5%
|
|
2,368
|
|
|||
Thermal/Acoustical Metals
|
|
3,581
|
|
|
9.4%
|
|
3,653
|
|
|
8.6%
|
|
(72
|
)
|
|||
Thermal/Acoustical Fibers
|
|
7,093
|
|
|
22.8%
|
|
7,341
|
|
|
22.6%
|
|
(248
|
)
|
|||
Other Products and Services
|
|
118
|
|
|
7.1%
|
|
420
|
|
|
8.9%
|
|
(302
|
)
|
|||
Corporate Office Expenses
|
|
(5,174
|
)
|
|
|
|
(6,437
|
)
|
|
|
|
1,263
|
|
|||
Consolidated Operating Income
|
|
$
|
10,078
|
|
|
7.9%
|
|
$
|
7,626
|
|
|
6.1%
|
|
$
|
2,452
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Program
|
|
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the
Program
|
|||||
January 1, 2015 - January 31, 2015
|
|
787
|
|
|
$
|
31.71
|
|
|
—
|
|
|
267,089
|
|
February 1, 2015 - February 28, 2015
|
|
3,104
|
|
|
$
|
31.44
|
|
|
—
|
|
|
267,089
|
|
March 1, 2015 - March 31, 2015
|
|
259,213
|
|
|
$
|
31.16
|
|
|
259,213
|
|
|
7,876
|
|
|
|
263,104
|
|
|
$
|
31.16
|
|
|
259,213
|
|
|
7,876
|
|
Item 5.
|
Other Information
|
Director
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
|||
Dale G. Barnhart
|
|
13,650,809
|
|
|
300,634
|
|
|
1,172,792
|
|
Kathleen Burdett
|
|
13,650,060
|
|
|
301,383
|
|
|
1,172,792
|
|
W. Leslie Duffy
|
|
13,497,232
|
|
|
454,211
|
|
|
1,172,792
|
|
Matthew T. Farrell
|
|
13,664,631
|
|
|
286,812
|
|
|
1,172,792
|
|
Marc T. Giles
|
|
13,666,982
|
|
|
284,461
|
|
|
1,172,792
|
|
William D. Gurley
|
|
13,665,957
|
|
|
285,486
|
|
|
1,172,792
|
|
Suzanne Hammett
|
|
13,638,666
|
|
|
312,777
|
|
|
1,172,792
|
|
S. Carl Soderstorm, Jr.
|
|
13,665,820
|
|
|
285,623
|
|
|
1,172,792
|
|
For
|
12,260,671
|
|
Against
|
1,645,355
|
|
Abstain
|
45,417
|
|
Broker Non-Votes
|
1,172,792
|
|
For
|
13,741,638
|
|
Against
|
162,024
|
|
Abstain
|
47,781
|
|
Broker Non-Votes
|
1,172,792
|
|
For
|
14,707,793
|
|
Against
|
377,197
|
|
Abstain
|
39,245
|
|
Item 6.
|
Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of the Registrant, as amended through the date of filing of this Quarterly Report on Form 10-Q, filed herewith.
|
31.1
|
|
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal executive officer, filed herewith.
|
|
|
|
|
31.2
|
|
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal financial officer, 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.
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
LYDALL, INC.
|
|
|
|
|
April 30, 2015
|
By:
|
/s/ Robert K. Julian
|
|
|
|
|
|
Robert K. Julian
Executive Vice President and Chief Financial Officer
(On behalf of the Registrant and as
Principal Financial Officer)
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of the Registrant, as amended through the date of filing of this Quarterly Report on Form 10-Q, filed herewith.
|
31.1
|
|
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal executive officer, filed herewith.
|
|
|
|
|
31.2
|
|
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, of principal financial officer, 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.
|
|
|
|
|
101.INS
|
|
|
XBRL Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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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.
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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):
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(a)
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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)
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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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April 30, 2015
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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.
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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):
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(a)
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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)
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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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April 30, 2015
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/s/ Robert K. Julian
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Robert K. Julian
Executive Vice President and Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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April 30, 2015
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/s/ Dale G. Barnhart
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Dale G. Barnhart
President and Chief Executive Officer
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April 30, 2015
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/s/ Robert K. Julian
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Robert K. Julian
Executive Vice President and Chief Financial Officer
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