Delaware
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06-0865505
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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One Colonial Road, Manchester, Connecticut
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06042
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Large accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Accelerated filer
ý
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Smaller reporting company
o
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Page
Number
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PART I
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PART II
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|
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Other Information
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||
PART III
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PART IV
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•
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Overall economic and business conditions and the effects on the Company’s markets;
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•
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Outlook for the fiscal year 2016;
|
•
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Expected vehicle production in the North American, European or Asian markets;
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•
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Growth opportunities in markets served by the Company;
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•
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Expected gross margin, operating margin and working capital improvements from the application of Lean Six Sigma;
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•
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Product development and new business opportunities;
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•
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Future strategic transactions, including but not limited to: acquisitions, joint ventures, alliances, licensing agreements and divestitures;
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•
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Pension plan funding;
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•
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Future cash flow and uses of cash;
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•
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Future amounts of stock-based compensation expense;
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•
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Future earnings and other measurements of financial performance;
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•
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Ability to meet cash operating requirements;
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•
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Future levels of indebtedness and capital spending;
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•
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Ability to meet financial covenants in the Company's revolving credit facility;
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•
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Future impact of the variability of interest rates and foreign currency exchange rates;
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•
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Expected future impact of recently issued accounting pronouncements upon adoption;
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•
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Future effective income tax rates and realization of deferred tax assets;
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•
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Estimates of fair values of reporting units and long-lived assets used in assessing goodwill and long-lived assets for possible impairment; and
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•
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The expected outcomes of legal proceedings and other contingencies.
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Item 1.
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BUSINESS
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Item 1A.
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RISK FACTORS
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•
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Identify and effectively complete strategic transactions;
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•
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Obtain adequate financing to fund strategic initiatives, which could be difficult to obtain;
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•
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Successfully integrate and manage acquired businesses that involve numerous operational and financial risks, including difficulties in the integration of acquired operations, diversion of management's attention from other
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•
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Improve operating margins through its Lean Six Sigma initiatives which are intended to improve processes and work flow, improve customer service, reduce costs and leverage synergies across the Company; and
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•
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Successfully invest and deploy capital investments to support our business and commitments to our customers.
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•
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Manage working capital and the level of future profitability. The consolidated cash balance is impacted by capital equipment and inventory investments that may be made in response to changing market conditions;
|
•
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Satisfy covenants and other obligations under its existing credit facility, which could limit or prohibit Lydall’s ability to borrow funds. Additionally, these debt covenants and other obligations could limit the Company’s ability to make acquisitions, incur additional debt, make investments, or consummate asset sales and obtain additional financing from other sources.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
|
Item 2.
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PROPERTIES
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Location
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Primary Business Segment/General Description
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Type of
Interest
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Hamptonville, North Carolina
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Thermal/Acoustical Metals and Fibers – Product Manufacturing
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Owned
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Yadkinville, North Carolina
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Thermal/Acoustical Fibers – Product Manufacturing
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Leased
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Meinerzhagen, Germany
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Thermal/Acoustical Metals – Product Manufacturing
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Owned
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Saint-Nazaire, France
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Thermal/Acoustical Metals – Product Manufacturing
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Leased
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Taicang, China
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Thermal/Acoustical Metals – Product Manufacturing
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Leased
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Green Island, New York
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Performance Materials – Specialty Media Manufacturing
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Owned
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Rochester, New Hampshire
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Performance Materials – Specialty Media Manufacturing
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Owned
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Saint-Rivalain, France
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Performance Materials – Specialty Media Manufacturing
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Owned
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Geleen, the Netherlands
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Performance Materials – Specialty Media Manufacturing
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Leased
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Heerlen, the Netherlands
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Performance Materials – Specialty Media Manufacturing
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Leased
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Stoke-on-Trent, United Kingdom
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Industrial Filtration - Filtration Media Manufacturing
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Leased
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Rossendale, United Kingdom
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Industrial Filtration - Filtration Media Manufacturing
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Owned
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Bury, United Kingdom
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Industrial Filtration - Filtration Media Manufacturing
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Leased
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Wuxi, China
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Industrial Filtration - Filtration Media Manufacturing
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Leased
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Shanghai, China
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Industrial Filtration - Filtration Media Manufacturing
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Leased
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North Augusta, South Carolina
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Industrial Filtration - Filtration Media Manufacturing
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Owned
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Bethune, South Carolina
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Industrial Filtration - Filtration Media Manufacturing
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|
Leased
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Manchester, Connecticut
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|
Corporate Office
|
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Owned
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
|
Name
|
|
Age
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Position and Date of Appointment
|
|
Other Business Experience Since 2011
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Dale G. Barnhart
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63
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President, Chief Executive Officer (August 27, 2007)
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Not applicable
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Scott M. Deakin
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49
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Executive Vice President and Chief Financial Officer (September 8, 2015)
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Executive Vice President and Chief Financial Officer, Ensign-Bickford Industries, Inc. (2009 – 2015), a diversified global manufacturer with operating segments that serve the aerospace & defense, life science, specialty chemicals and food & flavoring industries.
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Joseph A. Abbruzzi
|
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57
|
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President, Industrial Filtration (February 20, 2014); formerly Sr. Vice President, General Manager, Lydall Thermal/Acoustical Fibers (March 14, 2011)
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Vice President & General Manager, Guardian Automotive, Glass Division (2007 − 2010), a manufacturer of glass products for commercial, residential, interiors, automotive, energy/solar, and technical glass industries.
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William M. Feld
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53
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Vice President, General Manager, Lydall Thermal/Acoustical Fibers (February 24, 2014); formerly Vice President of Operations, Performance Materials (December 10, 2012), formerly Director Engineering, Lydall Thermal/Acoustical Metals (July 11, 2011)
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Principle, BNJS Management Group, (2009 - 2011), a consulting group providing expertise relating to start-up, business development, and operations excellence.
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William J. Hume
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53
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Senior Vice President, General Manager, Lydall Thermal/Acoustical Metals (August 19, 2014); formerly Senior Vice President, General Manager, Charter Medical Ltd. (January 2, 2012), formerly Director Lean Six Sigma, Lydall, Inc. (September 12, 2011), formerly General Manager, Affinity, a former subsidiary of Lydall,Inc. (March 9, 2009)
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Not applicable
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James V. Laughlan
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43
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Vice President, Chief Accounting Officer and Treasurer (March 26, 2013); formerly Chief Accounting Officer, Controller and Treasurer (July 27, 2012); formerly Chief Accounting Officer and Controller (March 29, 2010)
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|
Not applicable
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Chad A. McDaniel
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42
|
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Senior Vice President, Chief Administrative Officer, General Counsel and Secretary (May 13, 2015); formerly Vice President, General Counsel and Secretary (May 10, 2013)
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|
Associate General Counsel, United Technologies Corporation (“UTC”), Sikorsky Aircraft division (2012 – 2013), Director; Executive Assistant to the President, UTC Fire & Security division (2010 – 2012); UTC is a manufacturer of high-technology products and services for the global aerospace and building systems industries.
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
High
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|
Low
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Close
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||||||
2015
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|
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||||||
First Quarter
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$
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33.10
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$
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27.19
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$
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31.72
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Second Quarter
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32.75
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26.13
|
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29.56
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|||
Third Quarter
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30.71
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25.28
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28.49
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|||
Fourth Quarter
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38.86
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28.16
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35.48
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|||
2014
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|
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||||||
First Quarter
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$
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23.24
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$
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16.55
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$
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22.87
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Second Quarter
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29.66
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21.50
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|
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27.37
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|||
Third Quarter
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31.64
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|
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24.20
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27.01
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|||
Fourth Quarter
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33.57
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|
|
25.33
|
|
|
32.82
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|
Period
|
Total Number
of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced
Plans or Programs
|
|
Maximum Number of
Shares That May Yet Be Purchased Under the
Plans or Programs
|
|||||
Activity October 1, 2015 - October 31, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Activity November 1, 2015 - November 30, 2015
|
2,027
|
|
|
$
|
37.74
|
|
|
—
|
|
|
—
|
|
Activity December 1, 2015 - December 31, 2015
|
5,991
|
|
|
$
|
36.74
|
|
|
—
|
|
|
—
|
|
Total
|
8,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
12/31/2010
|
|
12/31/2011
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|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
||||||
Lydall, Inc.
|
|
100.00
|
|
|
117.89
|
|
|
178.14
|
|
|
218.88
|
|
|
407.70
|
|
|
440.75
|
|
S&P Smallcap 600
|
|
100.00
|
|
|
101.02
|
|
|
117.51
|
|
|
166.05
|
|
|
175.61
|
|
|
172.14
|
|
Russell 2000
|
|
100.00
|
|
|
95.82
|
|
|
111.49
|
|
|
154.78
|
|
|
162.35
|
|
|
155.18
|
|
*
|
$100 invested on 12/31/10 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
|
Item 6.
|
SELECTED FINANCIAL DATA
|
In thousands except per share amounts and ratio data
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Financial results from continuing operations
|
|
|
|
|
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|
||||||||||
Net sales
|
$
|
524,505
|
|
|
$
|
535,829
|
|
|
$
|
397,969
|
|
|
$
|
378,924
|
|
|
$
|
383,588
|
|
Income from continuing operations
|
$
|
46,259
|
|
|
$
|
21,847
|
|
|
$
|
19,155
|
|
|
$
|
16,806
|
|
|
$
|
9,047
|
|
Common stock per share data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income from continuing operations
|
$
|
2.76
|
|
|
$
|
1.31
|
|
|
$
|
1.16
|
|
|
$
|
1.01
|
|
|
$
|
0.54
|
|
Basic income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.28
|
|
Basic net income
|
$
|
2.76
|
|
|
$
|
1.31
|
|
|
$
|
1.16
|
|
|
$
|
1.01
|
|
|
$
|
0.82
|
|
Diluted income from continuing operations
|
$
|
2.71
|
|
|
$
|
1.28
|
|
|
$
|
1.14
|
|
|
$
|
0.99
|
|
|
$
|
0.54
|
|
Diluted income from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.28
|
|
Diluted net income
|
$
|
2.71
|
|
|
$
|
1.28
|
|
|
$
|
1.14
|
|
|
$
|
0.99
|
|
|
$
|
0.82
|
|
Financial position
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
358,260
|
|
|
$
|
361,770
|
|
|
$
|
274,685
|
|
|
$
|
251,916
|
|
|
$
|
235,185
|
|
Long-term debt, net of current maturities
|
$
|
20,156
|
|
|
$
|
40,315
|
|
|
$
|
1,051
|
|
|
$
|
1,646
|
|
|
$
|
2,261
|
|
Total stockholders’ equity
|
$
|
245,225
|
|
|
$
|
212,599
|
|
|
$
|
200,087
|
|
|
$
|
174,496
|
|
|
$
|
160,852
|
|
Property, plant and equipment, net
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
114,433
|
|
|
$
|
115,357
|
|
|
$
|
78,863
|
|
|
$
|
76,254
|
|
|
$
|
78,939
|
|
Capital expenditures
|
$
|
21,555
|
|
|
$
|
19,001
|
|
|
$
|
13,826
|
|
|
$
|
11,404
|
|
|
$
|
8,884
|
|
Depreciation
|
$
|
16,386
|
|
|
$
|
16,659
|
|
|
$
|
12,109
|
|
|
$
|
12,784
|
|
|
$
|
13,625
|
|
Performance and other ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margin
|
23.4
|
%
|
|
21.5
|
%
|
|
21.4
|
%
|
|
20.5
|
%
|
|
17.6
|
%
|
|||||
Operating margin
|
10.0
|
%
|
|
6.4
|
%
|
|
7.2
|
%
|
|
5.6
|
%
|
|
4.2
|
%
|
|||||
Total debt to total capitalization
|
7.7
|
%
|
|
16.1
|
%
|
|
0.8
|
%
|
|
1.4
|
%
|
|
2.0
|
%
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Consolidated net sales were
$524.5 million
in 2015, compared to $535.8 million in 2014, a decrease of
$11.3 million
, or
2.1%
. 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
|
|
|
2.8
|
%
|
Parts, volume and pricing change
|
|
15,903
|
|
|
3.0
|
%
|
|
Change in tooling sales
|
|
2,146
|
|
|
0.4
|
%
|
|
Divestiture of Life Sciences Vital Fluids (January 30, 2015)
|
|
(18,011
|
)
|
|
(3.4
|
)%
|
|
Foreign currency translation
|
|
(26,354
|
)
|
|
(4.9
|
)%
|
|
Total
|
|
$
|
(11,324
|
)
|
|
(2.1
|
)%
|
•
|
The change in consolidated net sales attributable to the acquisition of Industrial Filtration relates to the change in net sales in the first quarter of 2015 compared to the partial first quarter of 2014 as the acquisition occurred on February 20, 2014.
|
•
|
Gross margin increased 190 basis points to
23.4%
in 2015 compared to
21.5%
in 2014. Gross margin improved in the T/A Fibers and Industrial Filtration segments impacting consolidated gross margin by approximately 110 and 50 basis points, respectively, primarily from lower raw material costs, favorable mix of product sales, and improved absorption of fixed costs. T/A Metals and Performance Materials segment gross margins had minimal impact on the change in consolidated gross margin.
|
•
|
Operating income was
$52.5 million
, or
10.0%
of net sales, compared to
$34.0 million
, or
6.4%
of net sales; The change in consolidated operating income is summarized in the following table.
|
Components
|
|
Change in Operating Income
|
|
Percent Change
|
||
Sales/operational
|
|
$
|
10,669
|
|
|
31.3%
|
Long-lived asset impairment charge
|
|
(1,354
|
)
|
|
(4.0)%
|
|
Decrease in pension settlement expense
|
|
4,914
|
|
|
14.5%
|
|
Acquisition/Divestiture, net
|
|
589
|
|
|
1.7%
|
|
Impact of foreign currency translation
|
|
(1,861
|
)
|
|
(5.5)%
|
|
Decrease in sales commission settlement expense
|
|
2,900
|
|
|
8.5%
|
|
Decrease in transaction-related expenses
|
|
2,572
|
|
|
7.6%
|
|
Total
|
|
$
|
18,429
|
|
|
54.1%
|
•
|
The sales/operational component of the change in Consolidated operating income was primarily attributed to the T/A Fibers segment where operating income increased $7.9 million in 2015 compared to 2014 due to increased net sales and improved gross margin.
|
•
|
Net income was
$46.3 million
, or
$2.71
per diluted share, compared to
$21.8 million
, or
$1.28
per diluted share in
2014
. Net income in 2015 included $11.8 million, or $0.69 per diluted share, from the sale of the Life Sciences Vital Fluids business.
|
•
|
Cash generated from operations was
$36.1 million
in
2015
compared to
$41.6 million
in
2014
. Increased working capital requirements were partially offset by an increase in net income and non-cash adjustments in 2015 compared to 2014.
|
In thousands of dollars
|
|
2015
|
|
Percent Change
|
|
2014
|
|
Percent Change
|
|
2013
|
||||||||
Net sales
|
|
$
|
524,505
|
|
|
(2.1
|
)%
|
|
$
|
535,829
|
|
|
34.6
|
%
|
|
$
|
397,969
|
|
In thousands of dollars
|
|
2015
|
|
Percent Change
|
|
2014
|
|
Percent Change
|
|
2013
|
||||||||
Cost of sales
|
|
$
|
402,008
|
|
|
(4.5
|
)%
|
|
$
|
420,851
|
|
|
34.6
|
%
|
|
$
|
312,744
|
|
In thousands of dollars
|
2015
|
|
2014
|
|
2013
|
||||||
Gross profit
|
$
|
122,497
|
|
|
$
|
114,978
|
|
|
$
|
85,225
|
|
Gross margin
|
23.4
|
%
|
|
21.5
|
%
|
|
21.4
|
%
|
In thousands of dollars
|
2015
|
|
2014
|
|
2013
|
||||||
Selling, product development and administrative expenses
|
$
|
70,020
|
|
|
$
|
80,930
|
|
|
$
|
56,512
|
|
Percentage of net sales
|
13.3
|
%
|
|
15.1
|
%
|
|
14.2
|
%
|
In thousands of dollars
|
2015
|
|
2014
|
|
2013
|
||||||
Gain on sale of business
|
$
|
(18,647
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
In thousands of dollars
|
2015
|
|
2014
|
|
2013
|
||||||
Interest expense
|
$
|
755
|
|
|
$
|
1,093
|
|
|
$
|
304
|
|
Weighted average interest rate during the year
|
1.3
|
%
|
|
1.5
|
%
|
|
5.4
|
%
|
In thousands of dollars
|
2015
|
|
2014
|
|
2013
|
||||||
Other (income) expense, net
|
$
|
(654
|
)
|
|
$
|
(701
|
)
|
|
$
|
67
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Effective income tax rate
|
34.9
|
%
|
|
35.1
|
%
|
|
32.4
|
%
|
Consolidated Net Sales
|
For the Years Ended December 31,
|
||||||||||
|
(2)
|
|
(3)
|
|
|
||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Performance Materials Segment:
|
|
|
|
|
|
||||||
Filtration
|
$
|
62,716
|
|
|
$
|
71,648
|
|
|
$
|
64,752
|
|
Thermal Insulation
|
28,311
|
|
|
31,404
|
|
|
36,929
|
|
|||
Life Sciences Filtration
|
10,451
|
|
|
12,814
|
|
|
10,320
|
|
|||
Performance Materials Segment net sales
|
101,478
|
|
|
115,866
|
|
|
112,001
|
|
|||
Industrial Filtration Segment:
|
|
|
|
|
|
||||||
Industrial Filtration
(1)
|
139,133
|
|
|
112,220
|
|
|
—
|
|
|||
Industrial Filtration Segment net sales
|
139,133
|
|
|
112,220
|
|
|
—
|
|
|||
Thermal/Acoustical Metals Segment:
|
|
|
|
|
|
||||||
Metal parts
|
141,117
|
|
|
145,135
|
|
|
135,833
|
|
|||
Tooling
|
19,815
|
|
|
19,130
|
|
|
22,573
|
|
|||
Thermal/Acoustical Metals Segment net sales
|
160,932
|
|
|
164,265
|
|
|
158,406
|
|
|||
Thermal/Acoustical Fibers Segment:
|
|
|
|
|
|
||||||
Fiber parts
|
135,595
|
|
|
124,458
|
|
|
105,876
|
|
|||
Tooling
|
3,152
|
|
|
4,133
|
|
|
8,444
|
|
|||
Thermal/Acoustical Fibers Segment net sales
|
138,747
|
|
|
128,591
|
|
|
114,320
|
|
|||
Other Products and Services:
|
|
|
|
|
|
||||||
Life Sciences Vital Fluids
|
1,671
|
|
|
19,682
|
|
|
17,175
|
|
|||
Other Products and Services net sales
|
1,671
|
|
|
19,682
|
|
|
17,175
|
|
|||
Eliminations and Other
(1)
|
(17,456
|
)
|
|
(4,795
|
)
|
|
(3,933
|
)
|
|||
Consolidated Net Sales
|
$
|
524,505
|
|
|
$
|
535,829
|
|
|
$
|
397,969
|
|
Operating Income
|
For the Years Ended December 31,
|
||||||||||
|
(2)
|
|
(3)
|
|
|
||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Performance Materials Segment
|
$
|
6,790
|
|
|
$
|
9,706
|
|
|
$
|
9,462
|
|
Industrial Filtration Segment
|
13,431
|
|
|
6,412
|
|
|
—
|
|
|||
Thermal/Acoustical Metals Segment
|
15,517
|
|
|
13,823
|
|
|
14,088
|
|
|||
Thermal/Acoustical Fibers Segment
|
37,086
|
|
|
29,167
|
|
|
21,486
|
|
|||
Other Products and Services:
|
|
|
|
|
|
||||||
Life Sciences Vital Fluids
|
118
|
|
|
1,582
|
|
|
778
|
|
|||
Corporate Office Expenses
|
(20,465
|
)
|
|
(26,642
|
)
|
|
(17,101
|
)
|
|||
Consolidated Operating Income
|
$
|
52,477
|
|
|
$
|
34,048
|
|
|
$
|
28,713
|
|
(1)
|
Included in the Industrial Filtration segment and Eliminations and Other is
$13.8 million
and
$1.0 million
in intercompany sales to the T/A Fibers segment for the years ended 2015 and 2014, respectively.
|
(2)
|
Other Products and Services reports results for the period preceding the date of disposition of the Life Sciences Vital Fluids business on January 30, 2015.
|
(3)
|
Industrial Filtration segment reports results for the period following the date of acquisition of February 20, 2014 through December 31, 2014.
|
|
|
For the Year Ended
December 31, |
||||||||||
In thousands except ratio data
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash and cash equivalents
|
|
$
|
75,909
|
|
|
$
|
62,051
|
|
|
$
|
75,407
|
|
Cash provided by operating activities
|
|
$
|
36,110
|
|
|
$
|
41,628
|
|
|
$
|
30,280
|
|
Cash provided by (used for) investing activities
|
|
$
|
7,905
|
|
|
$
|
(93,489
|
)
|
|
$
|
(13,986
|
)
|
Cash (used for) provided by financing activities
|
|
$
|
(26,707
|
)
|
|
$
|
42,549
|
|
|
$
|
(5,617
|
)
|
Depreciation and amortization
|
|
$
|
17,275
|
|
|
$
|
17,646
|
|
|
$
|
12,703
|
|
Capital expenditures
|
|
$
|
(20,645
|
)
|
|
$
|
(13,971
|
)
|
|
$
|
(13,826
|
)
|
Total debt
|
|
$
|
20,479
|
|
|
$
|
40,930
|
|
|
$
|
1,714
|
|
Total capitalization (debt plus equity)
|
|
$
|
265,704
|
|
|
$
|
253,529
|
|
|
$
|
201,801
|
|
Total debt to total capitalization
|
|
7.7
|
%
|
|
16.1
|
%
|
|
0.8
|
%
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
In thousands
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
After 5 years
|
|
Total
|
||||||||||||||
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating leases
|
4,385
|
|
|
3,782
|
|
|
2,284
|
|
|
828
|
|
|
526
|
|
|
603
|
|
|
12,408
|
|
|||||||
Capital leases*
|
326
|
|
|
42
|
|
|
42
|
|
|
42
|
|
|
35
|
|
|
—
|
|
|
487
|
|
|||||||
Long-term debt*
|
288
|
|
|
288
|
|
|
288
|
|
|
20,024
|
|
|
—
|
|
|
|
|
20,888
|
|
||||||||
Total Contractual Obligations
|
$
|
4,999
|
|
|
$
|
4,112
|
|
|
$
|
2,614
|
|
|
$
|
20,894
|
|
|
$
|
561
|
|
|
$
|
603
|
|
|
$
|
33,783
|
|
|
*
|
Includes estimated interest payments
|
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.8
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
Expected life
|
5.5 years
|
|
|
5.1 years
|
|
|
5.2 years
|
|
Expected volatility
|
43
|
%
|
|
46
|
%
|
|
65
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted average exercise price of outstanding options, warrants and rights
(b)
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
806,260
|
|
|
$
|
11.57
|
|
|
949,731
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
806,260
|
|
|
$
|
11.57
|
|
|
949,731
|
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
|
Page
|
1. Financial Statements:
|
|
Consolidated Statements of Operations for the years ended December 31, 2015, 2014, and 2013
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014, and 2013
|
|
Consolidated Balance Sheets at December 31, 2015 and 2014
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014, and 2013
|
|
Consolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended December 31, 2015
|
|
2. Financial Statement Schedule:
|
|
Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2015, 2014, and 2013
|
2.1
|
|
Sale and Purchase Agreement dated February 20, 2014, by and among the Andrew Industries Limited, Lydall Inc. and Lydall UK Ltd., filed as Exhibit 10.1 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference. The Registrant will supplementally furnish any omitted schedules to the Commission upon request.
|
3.1
|
|
Restated Certificate of Incorporation of the Registrant, as amended through the date of filing of this Annual Report on Form 10-K, filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q dated April 30, 2015 and incorporated herein by this reference.
|
3.2
|
|
Bylaws of the Registrant, as amended and restated as of August 1,2015, filed as Exhibit 3.1 to the Registrant’s Form 8-K dated August 5, 2015 and incorporated herein by this reference.
|
4.1
|
|
Certain long-term debt instruments, each representing indebtedness in an amount equal to or less than 10 percent of the Registrant’s total consolidated assets, have not been filed as exhibits to this Annual Report on Form 10-K. The Registrant will file these instruments with the Commission upon request.
|
10.1
|
|
Capital lease agreement between Lydall Thermique Acoustique S.A.S., CMCIC Lease and Natiocredimurs Societe en Nom Collectif, filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q dated November 9, 2004 and incorporated herein by reference.
|
10.2*
|
|
Employment Agreement with Dale G. Barnhart dated July 31, 2007, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated August 3, 2007 and incorporated herein by this reference.
|
10.3*
|
|
Employment Agreement with Robert K. Julian dated October 3, 2012, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated October 4, 2012 and incorporated herein by this reference.
|
10.4*
|
|
Employment Agreement with David H. Williams dated June 27, 2012, filed as Exhibit 10.3 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.5*
|
|
Employment Agreement with Chad A. McDaniel dated May 8, 2013, filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K dated March 5, 2014 and incorporated herein by reference.
|
10.6*
|
|
Employment Agreement with Joseph A. Abbruzzi dated March 31, 2014, filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.7*
|
|
Employment Agreement with James V. Laughlan dated August 3, 2015, filed as Exhibit 10.1 to the Registrant's Form 8-K dated August 5, 2015 and incorporated herein by reference.
|
10.8*
|
|
Employment Agreement with Scott M. Deakin dated August 21, 2015, filed as Exhibit 10.1 to the Registrant's Form 8-K dated August 21, 2015 and incorporated herein by reference.
|
10.9*
|
|
Indemnification Agreement with Dale G. Barnhart dated July 31, 2007, filed as Exhibit 10.2 to the Registrant’s Form 8-K dated August 3, 2007 and incorporated herein by this reference.
|
10.10*
|
|
Lydall, Inc. Annual Incentive Performance Program effective January 1, 2015, filed as Exhibit 10.35 to the Registrant's Annual Report on Form 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.11
|
|
Form of Indemnification Agreement between Lydall, Inc. and non-employee directors, filed as Exhibit 10.1 to the Registrant’s Form 8-K dated June 19, 2009 and incorporated herein by this reference.
|
10.12*
|
|
Amended and Restated Lydall 2003 Stock Incentive Compensation Plan, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q dated May 2, 2011 and incorporated herein by this reference.
|
10.13*
|
|
Lydall 2012 Stock Incentive Plan, filed as Exhibit A to the Registrant’s Definitive Proxy Statement dated March 16, 2012 and incorporated herein by this reference.
|
10.14*
|
|
Form of Restricted Share Award Agreement to Non-Employee Directors (Under the Lydall 2012 Stock Incentive Plan), filed as Exhibit 10.9 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.15*
|
|
Form of Non-Qualified/Incentive Stock Option Agreement (Under the Lydall 2012 Stock Incentive Plan) for U.S. employees, filed as Exhibit 10.4 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.16*
|
|
Form of Restricted Stock Award Agreement (Under the Lydall 2012 Stock Incentive Plan) for U.S. Employees, filed as Exhibit 10.8 to the Registrant’s to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.17*
|
|
Form of Non-Qualified Stock Option Agreement (Under the Lydall 2012 Stock Incentive Plan) for Netherland employees, filed as Exhibit 10.10 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.18*
|
|
Form of Non-Qualified Stock Option Agreement (Under the Lydall 2012 Stock Incentive Plan) for French employees, filed as Exhibit 10.11 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.19*
|
|
Form of Non-Qualified Stock Option Agreement (Under the Lydall 2012 Stock Incentive Plan) for German employees, filed as Exhibit 10.12 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.20*
|
|
Form of Lydall, Inc. Performance Share Award Agreement (Three-Year Period) for U.S. employees, filed as Exhibit 10.18 to the Registrant's Annual Report on Form 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.21*
|
|
Form of Lydall, Inc. Performance Share Award Agreement (Three-Year Period) for French employees, filed as Exhibit 10.6 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.22*
|
|
Form of Lydall, Inc. Performance Share Award Agreement (Three-Year Period) for German employees, filed as Exhibit 10.7 to the Registrant’s Form 10-Q dated August 1, 2012 and incorporated herein by this reference.
|
10.23*
|
|
Form of Lydall, Inc. Performance Share Award Agreement (One-Year Period), filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K dated February 26, 2010 and incorporated herein by this reference.
|
10.24
|
|
Amended and Restated Credit Agreement, dated February 18, 2014, by and between Lydall, Inc., as borrower, and Bank of America, N.A., as Agent for the Lenders, filed as Exhibit 10.2 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by this reference, as further amended by Amendment No. 1 to the Amended and Restated Credit Agreement, dated May 5, 2015, filed as Exhibit 99.1 to the Registrant's Form 8-K dated May 6, 2015 and incorporated herein by reference.
|
10.25
|
|
Amended and Restated Guaranty Agreement, dated February 18, 2014, by and among Lydall Thermal/Acoustical, Inc., Lydall Filtration/Separation, Inc., Lydall International, Inc., and Bank of America, N.A., filed as Exhibit 10.3 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference.
|
10.26
|
|
Amended and Restated Security Agreement, dated February 18, 2014, by and between Lydall, Inc., and Bank of America, N.A., filed as Exhibit 10.4 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference, as further amended by that certain Amendment to the Amended and Restated Security Agreements, the Amended and Restated Domain Name Collateral Assignment and Security Agreement and Partial Release dated January 30, 2015, filed as Exhibit 10.34 to the Registrant's Annual Report on From 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.27
|
|
Amended and Restated Security Agreement, dated February 18, 2014, by and between Lydall Thermal/Acoustical, Inc., and Bank of America, N.A., filed as Exhibit 10.5 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference, as further amended by that certain Amendment to the Amended and Restated Security Agreements, the Amended and Restated Domain Name Collateral Assignment and Security Agreement and Partial Release dated January 30, 2015, filed as Exhibit 10.34 to the Registrant's Annual Report on From 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.28
|
|
Amended and Restated Security Agreement, dated February 18, 2014, by and between Lydall Filtration/Separation, Inc., and Bank of America, N.A. filed as Exhibit 10.6 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference.
|
10.29
|
|
Amended and Restated Security Agreement, dated February 18, 2014, by and between Lydall International, Inc., and Bank of America, N.A., filed as Exhibit 10.7 to the Registrant’s Form 8-K dated February 24, 2014 and incorporated herein by reference.
|
10.30
|
|
Amendment to the Amended and Restated Security Agreements, the Amended and Restated Domain Name Collateral Assignment and Security Agreement and Partial Release dated January 30, 2015 by and among Lydall, Inc., Lydall Thermal/Acoustical, Inc. and Bank of America, filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K dated March 3, 2015 and incorporated herein by reference.
|
10.31*
|
|
Amendment No. 1 to the Agreement, dated February 24, 2016
,
between the Company and Chad A. McDaniel, amending that certain Employment Agreement dated May 8, 2013 (see Exhibit 10.5 of this Annual Report on Form 10-K), filed herewith.
|
10.32*
|
|
Amendment No. 1 to the Agreement, dated February 24, 2016
,
between the Company and Joseph A. Abbruzzi, amending that certain Employment Agreement dated March 31, 2014 (see Exhibit 10.6 of this Annual Report on Form 10-K), filed herewith.
|
10.33*
|
|
Amendment No. 1 to the Agreement, dated February 24, 2016
,
between the Company and James V. Laughlan, amending that certain Employment Agreement dated August 3, 2015 (see Exhibit 10.7 of this Annual Report on Form 10-K), filed herewith.
|
10.34*
|
|
Amendment No. 1 to the Agreement, dated February 24, 2016
,
between the Company and Scott M. Deakin, amending that certain Employment Agreement dated August 21, 2015 (see Exhibit 10.8 of this Annual Report on Form 10-K), filed herewith.
|
14.1
|
|
Lydall’s Code of Ethics and Business Conduct, as amended, and the supplemental Code of Ethics for the Chief Executive Officer, Senior Financial Officers and All Accounting and Financial Personnel, as amended, each can be accessed on Lydall’s website at www.lydall.com under the Corporate Governance section.
|
21.1
|
|
List of subsidiaries of the Registrant, filed herewith.
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, filed herewith.
|
24.1
|
|
Power of Attorney, dated February 19, 2016 authorizing Scott M. Deakin to sign this Annual Report on Form 10-K on behalf of each member of the Board of Directors indicated therein, filed herewith.
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 as 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 as principal executive 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, furnished 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
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
|
Management contract or compensatory plan.
|
|
LYDALL, INC.
|
||
February 24, 2016
|
By:
|
|
/s/ Scott M. Deakin
|
|
|
|
Scott M. Deakin
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ Dale G. Barnhart
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 24, 2016
|
Dale G. Barnhart
|
|
|
|
|
/s/ Scott M. Deakin
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
|
February 24, 2016
|
Scott M. Deakin
|
|
|
|
|
/s/ James V. Laughlan
|
|
Vice President, Chief Accounting Officer, and Treasurer (Principal Accounting Officer)
|
|
February 24, 2016
|
James V. Laughlan
|
|
|
|
|
/s/ Scott M. Deakin
|
|
|
|
February 24, 2016
|
Scott M. Deakin
|
|
|
|
|
Attorney-in-fact for:
|
|
|
|
|
Kathleen Burdett
|
|
Director
|
|
|
W. Leslie Duffy
|
|
Chairman of the Board of Directors
|
|
|
Matthew T. Farrell
|
|
Director
|
|
|
Marc T. Giles
|
|
Director
|
|
|
William D. Gurley
|
|
Director
|
|
|
Suzanne Hammett
|
|
Director
|
|
|
S. Carl Soderstrom, Jr.
|
|
Director
|
|
|
/s/ PricewaterhouseCoopers LLP
|
|
PricewaterhouseCoopers LLP
|
Hartford, Connecticut
|
February 24, 2016
|
|
For the years ended December 31,
|
||||||||||
In thousands except per share data
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
524,505
|
|
|
$
|
535,829
|
|
|
$
|
397,969
|
|
Cost of sales
|
402,008
|
|
|
420,851
|
|
|
312,744
|
|
|||
Gross profit
|
122,497
|
|
|
114,978
|
|
|
85,225
|
|
|||
Selling, product development and administrative expenses
|
70,020
|
|
|
80,930
|
|
|
56,512
|
|
|||
Operating income
|
52,477
|
|
|
34,048
|
|
|
28,713
|
|
|||
Gain on sale of business
|
(18,647
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
755
|
|
|
1,093
|
|
|
304
|
|
|||
Other (income) expense, net
|
(654
|
)
|
|
(701
|
)
|
|
67
|
|
|||
Income before income taxes
|
71,023
|
|
|
33,656
|
|
|
28,342
|
|
|||
Income tax expense
|
24,764
|
|
|
11,809
|
|
|
9,187
|
|
|||
Net income
|
$
|
46,259
|
|
|
$
|
21,847
|
|
|
$
|
19,155
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.76
|
|
|
$
|
1.31
|
|
|
$
|
1.16
|
|
Diluted
|
$
|
2.71
|
|
|
$
|
1.28
|
|
|
$
|
1.14
|
|
Weighted average common shares outstanding
|
16,746
|
|
|
16,662
|
|
|
16,570
|
|
|||
Weighted average common shares and equivalents outstanding
|
17,084
|
|
|
17,003
|
|
|
16,866
|
|
|
For the years ended December 31,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
46,259
|
|
|
$
|
21,847
|
|
|
$
|
19,155
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Change in pension plans, net of income taxes of $55, $1,595,
and $4,028, respectively |
(90
|
)
|
|
(2,603
|
)
|
|
6,572
|
|
|||
Foreign currency translation adjustments
|
(10,334
|
)
|
|
(12,714
|
)
|
|
2,950
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(10,424
|
)
|
|
(15,317
|
)
|
|
9,522
|
|
|||
Comprehensive income
|
$
|
35,835
|
|
|
$
|
6,530
|
|
|
$
|
28,677
|
|
|
December 31,
|
||||||
In thousands of dollars and shares
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
75,909
|
|
|
$
|
62,051
|
|
Accounts receivable, (net of allowance for doubtful receivables of $1,251
and $709, respectively) |
82,149
|
|
|
84,366
|
|
||
Inventories
|
46,530
|
|
|
51,241
|
|
||
Taxes receivable
|
4,194
|
|
|
4,539
|
|
||
Prepaid expenses and other current assets
|
10,521
|
|
|
11,109
|
|
||
Total current assets
|
219,303
|
|
|
213,306
|
|
||
Property, plant and equipment, net
|
114,433
|
|
|
115,357
|
|
||
Goodwill
|
16,841
|
|
|
21,943
|
|
||
Other intangible assets, net
|
5,399
|
|
|
7,841
|
|
||
Deferred tax assets
|
134
|
|
|
1,408
|
|
||
Other assets, net
|
2,150
|
|
|
1,915
|
|
||
Total assets
|
$
|
358,260
|
|
|
$
|
361,770
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
323
|
|
|
$
|
615
|
|
Accounts payable
|
42,470
|
|
|
49,325
|
|
||
Accrued payroll and other compensation
|
10,210
|
|
|
14,550
|
|
||
Accrued taxes
|
1,200
|
|
|
1,447
|
|
||
Other accrued liabilities
|
6,797
|
|
|
7,140
|
|
||
Total current liabilities
|
61,000
|
|
|
73,077
|
|
||
Long-term debt
|
20,156
|
|
|
40,315
|
|
||
Deferred tax liabilities
|
14,997
|
|
|
13,867
|
|
||
Benefit plan liabilities
|
14,222
|
|
|
19,142
|
|
||
Other long-term liabilities
|
2,660
|
|
|
2,770
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock (par value $0.01 per share; authorized 500,000 shares; none issued
or outstanding) (Note 7) |
—
|
|
|
—
|
|
||
Common stock (par value $0.01 per share; authorized 30,000 shares; issued
24,733 and 24,631 shares, respectively) (Note 7) |
247
|
|
|
2,463
|
|
||
Capital in excess of par value
|
76,746
|
|
|
68,961
|
|
||
Retained earnings
|
288,358
|
|
|
242,099
|
|
||
Accumulated other comprehensive loss
|
(34,585
|
)
|
|
(24,161
|
)
|
||
Treasury stock, 7,592 and 7,312 shares of common stock, respectively, at cost
|
(85,541
|
)
|
|
(76,763
|
)
|
||
Total stockholders’ equity
|
245,225
|
|
|
212,599
|
|
||
Total liabilities and stockholders’ equity
|
$
|
358,260
|
|
|
$
|
361,770
|
|
|
For the years ended December 31,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
46,259
|
|
|
$
|
21,847
|
|
|
$
|
19,155
|
|
Adjustments to reconcile net income to net cash provided
|
|
|
|
|
|
||||||
by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of business
|
(18,647
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation and amortization
|
17,275
|
|
|
17,646
|
|
|
12,703
|
|
|||
Inventory step-up amortization
|
—
|
|
|
2,053
|
|
|
—
|
|
|||
Long-lived asset impairment charge
|
1,354
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
3,585
|
|
|
(1,477
|
)
|
|
969
|
|
|||
Stock based compensation
|
2,827
|
|
|
2,787
|
|
|
1,763
|
|
|||
Pension settlement charge
|
—
|
|
|
4,914
|
|
|
—
|
|
|||
Loss on disposition of property, plant and equipment
|
288
|
|
|
241
|
|
|
359
|
|
|||
Accounts receivable
|
(2,749
|
)
|
|
(7,189
|
)
|
|
(4,101
|
)
|
|||
Inventories
|
479
|
|
|
4,539
|
|
|
(3,046
|
)
|
|||
Taxes receivable
|
276
|
|
|
(4,129
|
)
|
|
(640
|
)
|
|||
Prepaid expenses and other assets
|
(1,337
|
)
|
|
(2,318
|
)
|
|
161
|
|
|||
Accounts payable
|
(4,886
|
)
|
|
1,167
|
|
|
(59
|
)
|
|||
Accrued payroll and other compensation
|
(3,416
|
)
|
|
3,299
|
|
|
(121
|
)
|
|||
Benefit plan liabilities
|
(4,778
|
)
|
|
(3,563
|
)
|
|
(684
|
)
|
|||
Other, net
|
(420
|
)
|
|
1,811
|
|
|
3,821
|
|
|||
Net cash provided by operating activities
|
36,110
|
|
|
41,628
|
|
|
30,280
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(79,407
|
)
|
|
—
|
|
|||
Capital expenditures
|
(20,645
|
)
|
|
(13,971
|
)
|
|
(13,826
|
)
|
|||
Proceeds from sale of business, net
|
28,550
|
|
|
—
|
|
|
—
|
|
|||
Acquisition earn out payments
|
—
|
|
|
(111
|
)
|
|
(160
|
)
|
|||
Net cash provided by (used for) investing activities
|
7,905
|
|
|
(93,489
|
)
|
|
(13,986
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from borrowings
|
—
|
|
|
60,000
|
|
|
—
|
|
|||
Debt repayments
|
(20,571
|
)
|
|
(20,646
|
)
|
|
(768
|
)
|
|||
Common stock issued
|
1,521
|
|
|
2,457
|
|
|
1,497
|
|
|||
Common stock repurchased
|
(8,701
|
)
|
|
(748
|
)
|
|
(6,617
|
)
|
|||
Excess tax benefit on stock awards
|
1,044
|
|
|
1,486
|
|
|
271
|
|
|||
Net cash (used for) provided by financing activities
|
(26,707
|
)
|
|
42,549
|
|
|
(5,617
|
)
|
|||
Effect of exchange rate changes on cash
|
(3,450
|
)
|
|
(4,044
|
)
|
|
1,107
|
|
|||
Increase (Decrease) in cash and cash equivalents
|
13,858
|
|
|
(13,356
|
)
|
|
11,784
|
|
|||
Cash and cash equivalents at beginning of period
|
62,051
|
|
|
75,407
|
|
|
63,623
|
|
|||
Cash and cash equivalents at end of period
|
$
|
75,909
|
|
|
$
|
62,051
|
|
|
$
|
75,407
|
|
Supplemental Schedule for Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
632
|
|
|
$
|
875
|
|
|
$
|
214
|
|
Income taxes
|
$
|
20,180
|
|
|
$
|
14,679
|
|
|
$
|
7,227
|
|
In thousands of dollars and shares
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Capital in Excess of Par Value
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Treasury Stock
|
|
Total Stockholders' Equity
|
|||||||||||||
Balance at December 31, 2012
|
23,785
|
|
|
$
|
2,379
|
|
|
$
|
58,784
|
|
|
$
|
201,097
|
|
|
$
|
(18,366
|
)
|
|
$
|
(69,398
|
)
|
|
$
|
174,496
|
|
Net income
|
|
|
|
|
|
|
19,155
|
|
|
|
|
|
|
19,155
|
|
|||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
9,522
|
|
|
|
|
9,522
|
|
|||||||||||
Stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(6,617
|
)
|
|
(6,617
|
)
|
|||||||||||
Stock issued under employee plans
|
297
|
|
|
30
|
|
|
1,467
|
|
|
|
|
|
|
|
|
1,497
|
|
|||||||||
Excess tax benefit on stock awards
|
|
|
|
|
271
|
|
|
|
|
|
|
|
|
271
|
|
|||||||||||
Stock based compensation expense
|
|
|
|
|
1,511
|
|
|
|
|
|
|
|
|
1,511
|
|
|||||||||||
Stock issued to directors
|
16
|
|
|
1
|
|
|
251
|
|
|
|
|
|
|
|
|
252
|
|
|||||||||
Balance at December 31, 2013
|
24,098
|
|
|
2,410
|
|
|
62,284
|
|
|
220,252
|
|
|
(8,844
|
)
|
|
(76,015
|
)
|
|
200,087
|
|
||||||
Net income
|
|
|
|
|
|
|
21,847
|
|
|
|
|
|
|
21,847
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(15,317
|
)
|
|
|
|
(15,317
|
)
|
|||||||||||
Stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(748
|
)
|
|
(748
|
)
|
|||||||||||
Stock issued under employee plans
|
524
|
|
|
52
|
|
|
2,405
|
|
|
|
|
|
|
|
|
2,457
|
|
|||||||||
Excess tax benefit on stock awards
|
|
|
|
|
1,486
|
|
|
|
|
|
|
|
|
1,486
|
|
|||||||||||
Stock based compensation expense
|
|
|
|
|
2,535
|
|
|
|
|
|
|
|
|
2,535
|
|
|||||||||||
Stock issued to directors
|
9
|
|
|
1
|
|
|
251
|
|
|
|
|
|
|
|
|
252
|
|
|||||||||
Balance at December 31, 2014
|
24,631
|
|
|
2,463
|
|
|
68,961
|
|
|
242,099
|
|
|
(24,161
|
)
|
|
(76,763
|
)
|
|
212,599
|
|
||||||
Net Income
|
|
|
|
|
|
|
46,259
|
|
|
|
|
|
|
46,259
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
(10,424
|
)
|
|
|
|
(10,424
|
)
|
|||||||||||
Stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(8,778
|
)
|
|
(8,778
|
)
|
|||||||||||
Stock issued under employee plans
|
91
|
|
|
(2
|
)
|
|
1,700
|
|
|
|
|
|
|
|
|
1,698
|
|
|||||||||
Excess tax benefit on stock awards
|
|
|
|
|
1,044
|
|
|
|
|
|
|
|
|
1,044
|
|
|||||||||||
Stock based compensation expense
|
|
|
|
|
2,477
|
|
|
|
|
|
|
|
|
2,477
|
|
|||||||||||
Stock issued to directors
|
10
|
|
|
|
|
350
|
|
|
|
|
|
|
|
|
350
|
|
||||||||||
Change in par value
|
|
|
(2,214
|
)
|
|
2,214
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Balance at December 31, 2015
|
24,732
|
|
|
$
|
247
|
|
|
$
|
76,746
|
|
|
$
|
288,358
|
|
|
$
|
(34,585
|
)
|
|
$
|
(85,541
|
)
|
|
$
|
245,225
|
|
|
December, 31
|
||||||
In thousands
|
2015
|
|
2014
|
||||
Inventories, net of progress billings and reserves
|
$
|
9,220
|
|
|
$
|
8,832
|
|
Prepaid expenses and other current assets, net
|
266
|
|
|
30
|
|
||
Total tooling related assets
|
$
|
9,486
|
|
|
$
|
8,862
|
|
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 5)
|
|
5,596
|
|
|
Goodwill (Note 5)
|
|
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
|
|
|
December 31,
|
||||||
In thousands
|
2015
|
|
2014
|
||||
Raw materials
|
$
|
17,128
|
|
|
$
|
21,248
|
|
Work in process
|
14,670
|
|
|
15,753
|
|
||
Finished goods
|
15,048
|
|
|
15,348
|
|
||
|
46,846
|
|
|
52,349
|
|
||
Less: Progress billings
|
(316
|
)
|
|
(1,108
|
)
|
||
Total inventories
|
$
|
46,530
|
|
|
$
|
51,241
|
|
|
Estimated
Useful Lives
|
|
December 31,
|
||||||
In thousands
|
2015
|
|
2014
|
||||||
Land
|
–
|
|
$
|
2,636
|
|
|
$
|
2,773
|
|
Buildings and improvements
|
10-35 years
|
|
55,887
|
|
|
56,562
|
|
||
Machinery and equipment
|
5-25 years
|
|
195,125
|
|
|
197,804
|
|
||
Office equipment
|
2-8 years
|
|
30,622
|
|
|
31,139
|
|
||
Vehicles
|
3-6 years
|
|
864
|
|
|
930
|
|
||
Assets under capital leases:
|
|
|
|
|
|
||||
Land
|
–
|
|
546
|
|
|
609
|
|
||
Buildings and improvements
|
10-35 years
|
|
4,798
|
|
|
5,345
|
|
||
|
|
|
290,478
|
|
|
295,162
|
|
||
Accumulated depreciation
|
|
|
(185,356
|
)
|
|
(186,510
|
)
|
||
Accumulated amortization of capital leases
|
|
|
(2,829
|
)
|
|
(2,944
|
)
|
||
|
|
|
102,293
|
|
|
105,708
|
|
||
Construction in progress
|
|
|
12,140
|
|
|
9,649
|
|
||
Total property, plant and equipment, net
|
|
|
$
|
114,433
|
|
|
$
|
115,357
|
|
In thousands
|
Performance Materials
|
|
Industrial Filtration
|
|
Thermal/ Acoustical Metals
|
|
Other Products and Services
|
|
Totals
|
||||||||||
Goodwill
|
$
|
13,340
|
|
|
$
|
3,943
|
|
|
$
|
12,160
|
|
|
$
|
5,787
|
|
|
$
|
35,230
|
|
Accumulated amortization/impairment
|
—
|
|
|
—
|
|
|
(12,160
|
)
|
|
(1,127
|
)
|
|
(13,287
|
)
|
|||||
Balance at December 31, 2014
|
13,340
|
|
|
3,943
|
|
|
—
|
|
|
4,660
|
|
|
21,943
|
|
|||||
Goodwill
|
12,898
|
|
|
3,943
|
|
|
12,160
|
|
|
—
|
|
|
29,001
|
|
|||||
Accumulated amortization/impairment
|
—
|
|
|
—
|
|
|
(12,160
|
)
|
|
—
|
|
|
(12,160
|
)
|
|||||
Balance at December 31, 2015
|
$
|
12,898
|
|
|
$
|
3,943
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,841
|
|
In thousands
|
Performance Materials
|
|
Industrial Filtration
|
|
Other Products and Services
|
|
Totals
|
||||||||
Balance at January 1, 2014
|
$
|
13,929
|
|
|
$
|
—
|
|
|
$
|
4,660
|
|
|
$
|
18,589
|
|
Goodwill adjustment
|
—
|
|
|
3,943
|
|
|
—
|
|
|
3,943
|
|
||||
Currency translation adjustment
|
(589
|
)
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
||||
Balance at December 31, 2014
|
13,340
|
|
|
3,943
|
|
|
4,660
|
|
|
21,943
|
|
||||
Goodwill adjustment
|
—
|
|
|
—
|
|
|
(4,660
|
)
|
|
(4,660
|
)
|
||||
Currency translation adjustment
|
(442
|
)
|
|
—
|
|
|
—
|
|
|
(442
|
)
|
||||
Balance at December 31, 2015
|
$
|
12,898
|
|
|
$
|
3,943
|
|
|
$
|
—
|
|
|
$
|
16,841
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
In thousands
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
||||||||
License agreements
|
|
$
|
771
|
|
|
$
|
(771
|
)
|
|
$
|
818
|
|
|
$
|
(818
|
)
|
Technology
|
|
2,500
|
|
|
(310
|
)
|
|
2,500
|
|
|
(143
|
)
|
||||
Customer Relationships
|
|
2,412
|
|
|
(411
|
)
|
|
2,477
|
|
|
(195
|
)
|
||||
Patents
|
|
4,137
|
|
|
(3,272
|
)
|
|
6,037
|
|
|
(3,274
|
)
|
||||
Other
|
|
612
|
|
|
(269
|
)
|
|
691
|
|
|
(252
|
)
|
||||
Total amortized intangible assets
|
|
$
|
10,432
|
|
|
$
|
(5,033
|
)
|
|
$
|
12,523
|
|
|
$
|
(4,682
|
)
|
|
|
|
|
|
December 31,
|
||||||
In thousands
|
Effective Rate
|
|
Maturity
|
|
2015
|
|
2014
|
||||
Revolver Loan, due January 31, 2019
|
1.42%
|
|
2019
|
|
$
|
20,000
|
|
|
$
|
40,000
|
|
Capital Lease, land and building, St. Nazaire, France
|
5.44%
|
|
2016
|
|
277
|
|
|
893
|
|
||
Capital Lease, manufacturing equipment, Hamptonville, North Carolina
|
5.00%
|
|
2017
|
|
9
|
|
|
37
|
|
||
Capital Lease, manufacturing equipment, Hamptonville, North Carolina
|
1.65%
|
|
2020
|
|
193
|
|
|
—
|
|
||
|
|
|
|
|
20,479
|
|
|
40,930
|
|
||
Less portion due within one year
|
|
|
|
|
(323
|
)
|
|
(615
|
)
|
||
Total long-term debt
|
|
|
|
|
$
|
20,156
|
|
|
$
|
40,315
|
|
|
December 31,
|
||||||
In thousands
|
2015
|
|
2014
|
||||
Change in benefit obligation:
|
|
|
|
||||
Net benefit obligation at beginning of year
|
$
|
50,827
|
|
|
$
|
53,427
|
|
Interest cost
|
2,066
|
|
|
2,348
|
|
||
Actuarial loss (gain)
|
(2,430
|
)
|
|
7,654
|
|
||
Gross benefits paid
|
(2,382
|
)
|
|
(12,602
|
)
|
||
Net benefit obligation at end of year
|
$
|
48,081
|
|
|
$
|
50,827
|
|
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
33,275
|
|
|
$
|
40,680
|
|
Actual return on plan assets
|
(1,106
|
)
|
|
945
|
|
||
Contributions
|
5,626
|
|
|
4,252
|
|
||
Gross benefits paid
|
(2,382
|
)
|
|
(12,602
|
)
|
||
Fair value of plan assets at end of year
|
$
|
35,413
|
|
|
$
|
33,275
|
|
Net benefit obligation in excess of plan assets
|
$
|
(12,668
|
)
|
|
$
|
(17,552
|
)
|
Balance sheet amounts:
|
|
|
|
||||
Noncurrent liabilities
|
$
|
(12,668
|
)
|
|
$
|
(17,552
|
)
|
Total liabilities
|
$
|
(12,668
|
)
|
|
$
|
(17,552
|
)
|
Amounts recognized in accumulated other comprehensive income, net of tax consist of:
|
|
|
|
||||
Net actuarial loss
|
$
|
17,313
|
|
|
$
|
17,228
|
|
Net amount recognized
|
$
|
17,313
|
|
|
$
|
17,228
|
|
|
December 31,
|
||||||
In thousands
|
2015
|
|
2014
|
||||
Projected benefit obligation
|
$
|
48,081
|
|
|
$
|
50,827
|
|
Accumulated benefit obligation
|
$
|
48,081
|
|
|
$
|
50,827
|
|
Fair value of plan assets
|
$
|
35,413
|
|
|
$
|
33,275
|
|
|
December 31,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Interest cost
|
$
|
2,066
|
|
|
$
|
2,348
|
|
|
$
|
2,453
|
|
Expected return on plan assets
|
(2,360
|
)
|
|
(2,798
|
)
|
|
(2,691
|
)
|
|||
Amortization of actuarial net loss
|
897
|
|
|
725
|
|
|
1,069
|
|
|||
Pension settlement cost
|
—
|
|
|
4,914
|
|
|
—
|
|
|||
Total net periodic benefit cost
|
$
|
603
|
|
|
$
|
5,189
|
|
|
$
|
831
|
|
|
Benefit Obligation
|
|
Net Cost
|
|||||||||||
For the years ended December 31,
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2013
|
|||||
Discount rate
|
4.56
|
%
|
|
4.16
|
%
|
|
4.16
|
%
|
|
5.09
|
%
|
|
4.16
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.50
|
%
|
|
|||||||
|
Target Allocation
|
|
Actual Allocation of Plan Assets
December 31, |
||||
Asset Category
|
2016
|
|
2015
|
|
2014
|
||
Equity securities:
|
|
|
|
|
|
|
|
U.S. Equity
|
22% - 60%
|
|
42
|
%
|
|
43
|
%
|
Non-U.S.
|
15% - 25%
|
|
21
|
%
|
|
19
|
%
|
Emerging Markets
|
3% - 9%
|
|
6
|
%
|
|
6
|
%
|
Fixed income securities:
|
|
|
|
|
|
|
|
U.S. Bond funds
|
12% - 38%
|
|
25
|
%
|
|
26
|
%
|
Non-U.S. Bond funds
|
2% - 8%
|
|
3
|
%
|
|
3
|
%
|
Real estate investment trusts
|
0% - 8%
|
|
—
|
%
|
|
—
|
%
|
Cash and cash equivalents
|
0% - 5%
|
|
3
|
%
|
|
3
|
%
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
In thousands
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Equity
|
$
|
14,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,789
|
|
Non-U.S.
|
7,356
|
|
|
—
|
|
|
—
|
|
|
7,356
|
|
||||
Emerging Markets
|
2,027
|
|
|
—
|
|
|
—
|
|
|
2,027
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Bond funds
|
8,915
|
|
|
—
|
|
|
—
|
|
|
8,915
|
|
||||
Non-U.S. Bond funds
|
1,034
|
|
|
—
|
|
|
—
|
|
|
1,034
|
|
||||
Real estate investment trusts
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
||||
Cash and cash equivalents
|
1,097
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
||||
Total Assets at Fair Value
|
$
|
35,413
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,413
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
In thousands
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Equity
|
$
|
14,272
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,272
|
|
Non-U.S.
|
6,432
|
|
|
—
|
|
|
—
|
|
|
6,432
|
|
||||
Emerging Markets
|
1,896
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Bond funds
|
8,528
|
|
|
—
|
|
|
—
|
|
|
8,528
|
|
||||
Non-U.S. Bond funds
|
917
|
|
|
—
|
|
|
—
|
|
|
917
|
|
||||
Real estate investment trusts
|
170
|
|
|
—
|
|
|
—
|
|
|
170
|
|
||||
Cash and cash equivalents
|
1,060
|
|
|
—
|
|
|
—
|
|
|
1,060
|
|
||||
Total Assets at Fair Value
|
$
|
33,275
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,275
|
|
In thousands
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2020-2024
|
||||||||||||
Benefit payments
|
$
|
2,385
|
|
|
$
|
2,443
|
|
|
$
|
2,519
|
|
|
$
|
2,655
|
|
|
$
|
2,802
|
|
|
$
|
14,704
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Risk-free interest rate
|
1.8
|
%
|
|
1.6
|
%
|
|
1.7
|
%
|
Expected life
|
5.5 years
|
|
|
5.1 years
|
|
|
5.2 years
|
|
Expected volatility
|
43
|
%
|
|
46
|
%
|
|
65
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted- Average Remaining Contractual Term (years)
|
|
Aggregate Intrinsic Value
|
||||
Outstanding at December 31, 2014
|
609
|
|
$
|
14.81
|
|
|
|
|
|
||
Granted
|
92
|
|
$
|
36.74
|
|
|
|
|
|
||
Exercised
|
(166)
|
|
$
|
10.21
|
|
|
|
|
|
||
Forfeited/Cancelled
|
(72)
|
|
$
|
19.08
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
463
|
|
$
|
20.15
|
|
|
7.2
|
|
$
|
7,213
|
|
Options exercisable at December 31, 2015
|
241
|
|
$
|
12.37
|
|
|
5.6
|
|
$
|
5,569
|
|
Expected to vest at December 31, 2015
|
209
|
|
$
|
28.55
|
|
|
9.0
|
|
$
|
1,556
|
|
In thousands except per share amounts
|
|
|
|
||
Outstanding Restricted Shares
|
Shares
|
|
Weighted-Average Grant-Date Fair Value
|
||
Outstanding at December 31, 2014
|
459
|
|
$
|
19.17
|
|
Granted
|
72
|
|
$
|
34.09
|
|
Vested
|
(41)
|
|
$
|
14.69
|
|
Forfeited/Cancelled
|
(147)
|
|
$
|
16.43
|
|
Outstanding at December 31, 2015
|
343
|
|
$
|
24.01
|
|
Expected to vest at December 31, 2015
|
307
|
|
$
|
25.88
|
|
Consolidated Net Sales
|
For the Years Ended December 31,
|
||||||||||
|
(2)
|
|
(3)
|
|
|
||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Performance Materials Segment:
|
|
|
|
|
|
||||||
Filtration
|
$
|
62,716
|
|
|
$
|
71,648
|
|
|
$
|
64,752
|
|
Thermal Insulation
|
28,311
|
|
|
31,404
|
|
|
36,929
|
|
|||
Life Sciences Filtration
|
10,451
|
|
|
12,814
|
|
|
10,320
|
|
|||
Performance Materials Segment net sales
|
101,478
|
|
|
115,866
|
|
|
112,001
|
|
|||
Industrial Filtration Segment:
|
|
|
|
|
|
||||||
Industrial Filtration (1)
|
139,133
|
|
|
112,220
|
|
|
—
|
|
|||
Industrial Filtration net sales
|
139,133
|
|
|
112,220
|
|
|
—
|
|
|||
Thermal/Acoustical Metals Segment:
|
|
|
|
|
|
||||||
Metal parts
|
141,117
|
|
|
145,135
|
|
|
135,833
|
|
|||
Tooling
|
19,815
|
|
|
19,130
|
|
|
22,573
|
|
|||
Thermal/Acoustical Metals Segment net sales
|
160,932
|
|
|
164,265
|
|
|
158,406
|
|
|||
Thermal/Acoustical Fibers Segment:
|
|
|
|
|
|
||||||
Fiber parts
|
135,595
|
|
|
124,458
|
|
|
105,876
|
|
|||
Tooling
|
3,152
|
|
|
4,133
|
|
|
8,444
|
|
|||
Thermal/Acoustical Fibers Segment net sales
|
138,747
|
|
|
128,591
|
|
|
114,320
|
|
|||
Other Products and Services:
|
|
|
|
|
|
||||||
Life Sciences Vital Fluids
|
1,671
|
|
|
19,682
|
|
|
17,175
|
|
|||
Other Products and Services net sales
|
1,671
|
|
|
19,682
|
|
|
17,175
|
|
|||
Eliminations and Other
(1)
|
(17,456
|
)
|
|
(4,795
|
)
|
|
(3,933
|
)
|
|||
Consolidated Net Sales
|
$
|
524,505
|
|
|
$
|
535,829
|
|
|
$
|
397,969
|
|
(1)
|
Included in the Industrial Filtration segment and Eliminations and Other is
$13.8 million
and
$1.0 million
in intercompany sales to the T/A Fibers segment for the years ended December 31, 2015 and 2014, respectively.
|
Operating Income
|
For the Years Ended December 31,
|
||||||||||
|
(2)
|
|
(3)
|
|
|
||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Performance Materials Segment
|
$
|
6,790
|
|
|
$
|
9,706
|
|
|
$
|
9,462
|
|
Industrial Filtration Segment
|
13,431
|
|
|
6,412
|
|
|
—
|
|
|||
Thermal/Acoustical Metals Segment
|
15,517
|
|
|
13,823
|
|
|
14,088
|
|
|||
Thermal/Acoustical Fibers Segment
|
37,086
|
|
|
29,167
|
|
|
21,486
|
|
|||
Other Products and Services:
|
|
|
|
|
|
||||||
Life Sciences Vital Fluids
|
118
|
|
|
1,582
|
|
|
778
|
|
|||
Corporate Office Expenses
|
(20,465
|
)
|
|
(26,642
|
)
|
|
(17,101
|
)
|
|||
Consolidated Operating Income
|
$
|
52,477
|
|
|
$
|
34,048
|
|
|
$
|
28,713
|
|
Total Assets
|
December 31,
|
||||||||||
|
(2)
|
|
(3)
|
|
|
||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Performance Materials Segment
|
$
|
66,706
|
|
|
$
|
71,325
|
|
|
$
|
74,838
|
|
Industrial Filtration Segment
|
89,566
|
|
|
100,201
|
|
|
—
|
|
|||
Thermal/Acoustical Metals Segment
|
111,195
|
|
|
106,210
|
|
|
104,908
|
|
|||
Thermal/Acoustical Fibers Segment
|
38,881
|
|
|
33,109
|
|
|
30,176
|
|
|||
Other Products and Services
|
—
|
|
|
11,580
|
|
|
11,866
|
|
|||
Corporate Office
|
51,912
|
|
|
39,345
|
|
|
52,897
|
|
|||
Total Assets
|
$
|
358,260
|
|
|
$
|
361,770
|
|
|
$
|
274,685
|
|
|
Capital Expenditures
|
|
Depreciation and Amortization
|
||||||||||||||||||||
|
(2)
|
|
(3)
|
|
|
|
(2)
|
|
(3)
|
|
|
||||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Performance Materials Segment
|
$
|
3,519
|
|
|
$
|
4,124
|
|
|
$
|
4,604
|
|
|
$
|
4,499
|
|
|
$
|
4,654
|
|
|
$
|
4,667
|
|
Industrial Filtration Segment
|
968
|
|
|
1,804
|
|
|
—
|
|
|
4,996
|
|
|
4,536
|
|
|
—
|
|
||||||
Thermal/Acoustical Metals Segment
|
11,494
|
|
|
8,544
|
|
|
6,027
|
|
|
4,233
|
|
|
4,578
|
|
|
4,777
|
|
||||||
Thermal/Acoustical Fibers Segment
|
4,807
|
|
|
3,296
|
|
|
1,887
|
|
|
2,400
|
|
|
2,166
|
|
|
2,217
|
|
||||||
Other Products and Services
|
22
|
|
|
574
|
|
|
243
|
|
|
45
|
|
|
804
|
|
|
588
|
|
||||||
Corporate Office
|
745
|
|
|
659
|
|
|
1,065
|
|
|
1,102
|
|
|
908
|
|
|
454
|
|
||||||
Total
|
$
|
21,555
|
|
|
$
|
19,001
|
|
|
$
|
13,826
|
|
|
$
|
17,275
|
|
|
$
|
17,646
|
|
|
$
|
12,703
|
|
(2)
|
Other Products and Services reports results for the period preceding the date of disposition of the Vital Fluids Life Sciences business on January 30, 2015.
|
(3)
|
Industrial Filtration segment reports results for the period following the date of acquisition of February 20, 2014 through December 31, 2014.
|
|
Net Sales
|
|
Long-Lived Assets
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
United States (4),(5)
|
$
|
344,950
|
|
|
$
|
345,864
|
|
|
$
|
269,989
|
|
|
$
|
76,502
|
|
|
$
|
72,832
|
|
|
$
|
48,787
|
|
France
|
47,495
|
|
|
52,534
|
|
|
47,831
|
|
|
12,899
|
|
|
13,861
|
|
|
16,436
|
|
||||||
Germany
|
68,861
|
|
|
77,896
|
|
|
77,229
|
|
|
10,149
|
|
|
12,366
|
|
|
13,287
|
|
||||||
United Kingdom (5)
|
26,598
|
|
|
26,387
|
|
|
—
|
|
|
6,399
|
|
|
7,601
|
|
|
—
|
|
||||||
China (5)
|
33,885
|
|
|
29,401
|
|
|
—
|
|
|
9,953
|
|
|
11,225
|
|
|
—
|
|
||||||
Other
|
2,716
|
|
|
3,747
|
|
|
2,920
|
|
|
815
|
|
|
795
|
|
|
1,815
|
|
||||||
Total
|
$
|
524,505
|
|
|
$
|
535,829
|
|
|
$
|
397,969
|
|
|
$
|
116,717
|
|
|
$
|
118,680
|
|
|
$
|
80,325
|
|
(4)
|
Other Products and Services reports results for the period preceding the date of disposition of the Vital Fluids Life Sciences business on January 30, 2015.
|
(5)
|
Industrial Filtration segment reports results for the period following the date of acquisition of February 20, 2014 through December 31, 2014.
|
|
For the years ended December 31,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
18,291
|
|
|
$
|
8,069
|
|
|
$
|
5,477
|
|
State
|
1,204
|
|
|
1,334
|
|
|
709
|
|
|||
Foreign
|
1,684
|
|
|
3,883
|
|
|
2,032
|
|
|||
Total Current
|
21,179
|
|
|
13,286
|
|
|
8,218
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,583
|
|
|
$
|
(42
|
)
|
|
$
|
1,609
|
|
State
|
1,696
|
|
|
(1,626
|
)
|
|
(1,144
|
)
|
|||
Foreign
|
306
|
|
|
191
|
|
|
504
|
|
|||
Total Deferred
|
3,585
|
|
|
(1,477
|
)
|
|
969
|
|
|||
Provision for income taxes
|
$
|
24,764
|
|
|
$
|
11,809
|
|
|
$
|
9,187
|
|
|
For the years ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes
|
2.9
|
|
|
0.8
|
|
|
2.9
|
|
Valuation allowances for deferred tax assets, including state
|
1.3
|
|
|
1.3
|
|
|
(1.8
|
)
|
Research and development credits
|
(1.5
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
Capitalized transaction costs
|
—
|
|
|
2.0
|
|
|
—
|
|
Domestic production activities deduction
|
(1.6
|
)
|
|
(2.6
|
)
|
|
(2.7
|
)
|
Foreign income taxed at lower rates
|
(1.3
|
)
|
|
(3.5
|
)
|
|
—
|
|
Other
|
0.1
|
|
|
2.6
|
|
|
0.1
|
|
Effective income tax rate
|
34.9
|
%
|
|
35.1
|
%
|
|
32.4
|
%
|
|
2015
|
|
2014
|
||||||||||||
|
Deferred Tax Assets
|
|
Deferred Tax Assets
|
||||||||||||
In thousands
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Federal
|
$
|
3,684
|
|
|
$
|
—
|
|
|
$
|
3,399
|
|
|
$
|
—
|
|
State
|
147
|
|
|
134
|
|
|
711
|
|
|
1,408
|
|
||||
Foreign
|
782
|
|
|
—
|
|
|
1,504
|
|
|
—
|
|
||||
Totals
|
$
|
4,613
|
|
|
$
|
134
|
|
|
$
|
5,614
|
|
|
$
|
1,408
|
|
|
2015
|
|
2014
|
||||||||||||
|
Deferred Tax Liabilities
|
|
Deferred Tax Liabilities
|
||||||||||||
In thousands
|
Current
|
|
Long-term
|
|
Current
|
|
Long-term
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
12,504
|
|
|
$
|
—
|
|
|
$
|
10,562
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Foreign
|
—
|
|
|
2,493
|
|
|
—
|
|
|
3,305
|
|
||||
Totals
|
$
|
—
|
|
|
$
|
14,997
|
|
|
$
|
—
|
|
|
$
|
13,867
|
|
|
December 31,
|
||||||
In thousands
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Accounts receivable
|
$
|
218
|
|
|
$
|
211
|
|
Inventories
|
741
|
|
|
884
|
|
||
Net operating loss carryforwards
|
4,213
|
|
|
4,992
|
|
||
Other accrued liabilities
|
2,745
|
|
|
3,341
|
|
||
Pension
|
3,684
|
|
|
7,295
|
|
||
Tax Credits
|
1,634
|
|
|
1,879
|
|
||
Total deferred tax assets
|
13,235
|
|
|
18,602
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
4,077
|
|
|
6,525
|
|
||
Property, plant and equipment
|
15,101
|
|
|
15,195
|
|
||
Total deferred tax liabilities
|
19,178
|
|
|
21,720
|
|
||
Valuation allowance
|
4,307
|
|
|
3,727
|
|
||
Net deferred tax liabilities
|
$
|
(10,250
|
)
|
|
$
|
(6,845
|
)
|
|
For the years ended December 31,
|
||||||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
64,923
|
|
|
$
|
27,463
|
|
|
$
|
23,433
|
|
Foreign
|
6,100
|
|
|
6,193
|
|
|
4,909
|
|
|||
Total income before income taxes
|
$
|
71,023
|
|
|
$
|
33,656
|
|
|
$
|
28,342
|
|
In thousands
|
2015
|
|
2014
|
||||
Unrecognized tax benefits at beginning of year
|
$
|
2,272
|
|
|
$
|
1,864
|
|
Increases relating to positions taken in prior periods
|
—
|
|
|
20
|
|
||
Increases relating to current period
|
49
|
|
|
388
|
|
||
Decreases due to settlements with tax authorities
|
(336
|
)
|
|
—
|
|
||
Decreases due to lapse of statute of limitations
|
(328
|
)
|
|
—
|
|
||
Unrecognized tax benefits at end of year
|
$
|
1,657
|
|
|
$
|
2,272
|
|
|
Payments due by period
|
||||||||||
In thousands
|
Operating Lease Payments
|
|
Capital Lease Payments
|
|
Total
|
||||||
2016
|
$
|
4,385
|
|
|
$
|
326
|
|
|
$
|
4,711
|
|
2017
|
3,782
|
|
|
42
|
|
|
3,824
|
|
|||
2018
|
2,284
|
|
|
42
|
|
|
2,326
|
|
|||
2019
|
828
|
|
|
42
|
|
|
870
|
|
|||
2020
|
526
|
|
|
35
|
|
|
561
|
|
|||
Thereafter
|
603
|
|
|
—
|
|
|
603
|
|
|||
Total
|
12,408
|
|
|
487
|
|
|
12,895
|
|
|||
Interest on capital leases
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
|||
Total
|
$
|
12,408
|
|
|
$
|
476
|
|
|
$
|
12,884
|
|
|
For the years ended
December 31, |
|||||||
In thousands
|
2015
|
|
2014
|
|
2013
|
|||
Basic average common shares outstanding
|
16,746
|
|
|
16,662
|
|
|
16,570
|
|
Effect of dilutive options and restricted stock awards
|
338
|
|
|
341
|
|
|
296
|
|
Diluted average common shares outstanding
|
17,084
|
|
|
17,003
|
|
|
16,866
|
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||||||||||||||||||
In thousands except per share data
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Net sales
|
$
|
127,306
|
|
|
$
|
125,226
|
|
|
$
|
134,561
|
|
|
$
|
148,793
|
|
|
$
|
131,240
|
|
|
$
|
134,227
|
|
|
$
|
131,398
|
|
|
$
|
127,583
|
|
Gross profit
|
$
|
27,700
|
|
|
$
|
26,199
|
|
|
$
|
33,889
|
|
|
$
|
34,653
|
|
|
$
|
31,691
|
|
|
$
|
28,564
|
|
|
$
|
29,217
|
|
|
$
|
25,562
|
|
Net income
|
$
|
18,937
|
|
|
$
|
3,716
|
|
|
$
|
10,817
|
|
|
$
|
8,240
|
|
|
$
|
11,186
|
|
|
$
|
4,158
|
|
|
$
|
5,319
|
|
|
$
|
5,733
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
1.12
|
|
|
$
|
0.22
|
|
|
$
|
0.65
|
|
|
$
|
0.50
|
|
|
$
|
0.67
|
|
|
$
|
0.25
|
|
|
$
|
0.32
|
|
|
$
|
0.34
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
0.22
|
|
|
$
|
0.64
|
|
|
$
|
0.49
|
|
|
$
|
0.66
|
|
|
$
|
0.24
|
|
|
$
|
0.31
|
|
|
$
|
0.34
|
|
In thousands
|
Foreign Currency
Translation
Adjustment
|
|
Defined Benefit
Pension
Adjustment
|
|
Total
Accumulated Other
Comprehensive
(Loss) Income
|
||||||
Balance at December 31, 2012
|
$
|
3,178
|
|
|
$
|
(21,544
|
)
|
|
$
|
(18,366
|
)
|
Other Comprehensive income
|
2,950
|
|
|
5,909
|
|
(a)
|
8,859
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
663
|
|
(b)
|
663
|
|
|||
Balance at December 31, 2013
|
$
|
6,128
|
|
|
$
|
(14,972
|
)
|
|
$
|
(8,844
|
)
|
Other Comprehensive loss
|
(12,714
|
)
|
|
(6,099
|
)
|
(a)
|
(18,813
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
3,496
|
|
(b)
|
3,496
|
|
|||
Balance at December 31, 2014
|
$
|
(6,586
|
)
|
|
$
|
(17,575
|
)
|
|
$
|
(24,161
|
)
|
Other Comprehensive loss
|
(10,334
|
)
|
|
(637
|
)
|
(a)
|
(10,971
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
|
|
547
|
|
(b)
|
547
|
|
||||
Balance at December 31, 2015
|
$
|
(16,920
|
)
|
|
$
|
(17,665
|
)
|
|
$
|
(34,585
|
)
|
In thousands
|
|
Balance at January 1,
|
|
Charges to Costs and Expenses
|
|
Charges (Deductions) to Other Accounts
|
|
Deductions
|
|
Balance at December 31,
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful receivables
|
|
$
|
709
|
|
|
$
|
855
|
|
|
$
|
(53
|
)
|
2
|
$
|
(260
|
)
|
1
|
$
|
1,251
|
|
|
Tax valuation allowances
|
|
3,727
|
|
|
1,615
|
|
|
(272
|
)
|
2
|
(763
|
)
|
3
|
4,307
|
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful receivables
|
|
$
|
480
|
|
|
$
|
384
|
|
|
$
|
(39
|
)
|
2
|
$
|
(116
|
)
|
1
|
$
|
709
|
|
|
Tax valuation allowances
|
|
3,315
|
|
|
1,120
|
|
|
193
|
|
2,4
|
(901
|
)
|
3
|
3,727
|
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful receivables
|
|
$
|
469
|
|
|
$
|
60
|
|
|
$
|
15
|
|
2
|
$
|
(64
|
)
|
1
|
$
|
480
|
|
|
Tax valuation allowances
|
|
3,587
|
|
|
855
|
|
|
—
|
|
|
(1,127
|
)
|
3
|
3,315
|
|
|
1.
|
Uncollected receivables written off and recoveries.
|
2.
|
Foreign currency translation and other adjustments.
|
3.
|
Reduction to income tax expense.
|
4.
|
Adjustments relating to the acquisition of Industrial Filtration.
|
By:
|
/S/ DALE G. BARNHART
February 24, 2016
|
Dale G. Barnhart |
Date
|
By:
|
/S/ DALE G. BARNHART
February 24, 2016
|
Dale G. Barnhart |
Date
|
By:
|
/S/ DALE G. BARNHART
February 24, 2016
|
Dale G. Barnhart |
Date
|
By:
|
/S/ DALE G. BARNHART
February 24, 2016
|
Dale G. Barnhart |
Date
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
(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.
|
February 24, 2016
|
|
/s/ Dale G. Barnhart
|
|
|
Dale G. Barnhart
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
(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.
|
February 24, 2016
|
|
/s/ Scott M. Deakin
|
|
|
Scott M. Deakin
Executive Vice President and Chief Financial Officer
|
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.
|
February 24, 2016
|
|
/s/ Dale G. Barnhart
|
|
|
Dale G. Barnhart
President and Chief Executive Officer
|
|
|
|
February 24, 2016
|
|
/s/ Scott M. Deakin
|
|
|
Scott M. Deakin
Executive Vice President and Chief Financial Officer
|