NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
|
|
1.
|
Basis of Financial Statement Presentation
|
Description of Business
Lydall, Inc. and its subsidiaries (the “Company” or “Lydall”) design and manufacture specialty engineered nonwoven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration/separation and heat abatement and sound dampening applications.
On July 7, 2016, the Company completed an acquisition of the nonwoven and coating materials businesses primarily operating under the Texel brand (“Texel”) from ADS, Inc. (“ADS”), a Canadian based corporation. The Texel operations manufacture nonwoven needle punch materials and predominantly serve the geosynthetic, liquid filtration, and other industrial markets. The acquired businesses are included in the Company's Technical Nonwovens reporting segment.
On December 31, 2016, the Company completed an acquisition of the nonwoven needle punch materials businesses, operating under the Gutsche (“Gutsche”) brand, a German based corporation. The Gutsche operations manufacture nonwoven needle punch materials and predominantly serve the industrial filtration and high performance nonwoven markets. The acquired businesses are included in the Company's Technical Nonwovens reporting segment.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include the accounts of Lydall, Inc. and its subsidiaries. All financial information is unaudited for the interim periods reported. All significant intercompany transactions have been eliminated in the Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The operating results of Texel and Gutsche have been included in the Consolidated Statements of Operations beginning on their respective dates of acquisition through March 31, 2017. As part of the acquisition of Texel, the Company acquired a
fifty percent
interest in a joint venture, Afitex Texel Geosynthetiques Inc., which is accounted for under the equity method of accounting. The year-end Condensed Consolidated Balance Sheet was derived from the
December 31, 2016
audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Management believes that all adjustments, which include only normal recurring adjustments necessary for a fair statement of the Company’s condensed consolidated financial position, results of operations and cash flows for the periods reported, have been included. For further information, refer to the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2016
.
Recent Accounting Pronouncements
In July 2015, the FASB issued ASU No. 2015-11, “Inventory” (Topic 330): Simplifying the Measurement of Inventory." This ASU requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. This ASU is effective for fiscal years beginning after December 15, 2016. The adoption of this ASU did not have any impact on the Company’s consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)." The objective of this standard update is to remove inconsistent practices with regard to revenue recognition between US GAAP and IFRS. The standard intends to improve comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. ASU 2014-09 is effective for the Company’s interim and annual reporting periods beginning January 1, 2018, and is to be adopted using either a full retrospective or modified retrospective transition method with early adoption permitted for annual periods beginning after December 15, 2016. The Company anticipates adopting ASU 2014-09 under the modified retrospective transition method, with the cumulative effect of initially adopting this standard recognized through retained earnings at the date of adoption.
The Company has developed a project plan that includes a phased approach to implementing ASU 2014-09. During the remainder of 2017, the Company will be completing the second phase which includes conversion activities, such as establishing policies, identifying system impacts, integration of the standard update into financial reporting processes and systems, and developing an understanding of the financial impact of this statement on the Company’s consolidated financial statements. The Company anticipates the transition to the new standard will result in changes to revenue recognition practices but the Company will be unable to quantify that impact until the second phase of the project has been completed.
Subsequent to the issuance of ASU No. 2014-09, the FASB has issued the following update; ASU No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The amendments in this update affects the guidance contained within ASU 2014-09 and will be assessed as part of the Company's revenue recognition project plan.
In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, "Leases (Topic 842)". This ASU requires entities that lease assets with lease terms of more than 12 months to recognize right-of-use assets and lease liabilities created by those leases on their balance sheets. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. This ASU is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the method and impact the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements and disclosures.
Acquisitions
On December 31, 2016, the Company completed an acquisition of the nonwoven needle punch materials businesses, which include MGF Gutsche & Co GmbH KG, FRG and Gutsche Environmental Technology (Yixing) Co. Ltd., China, operating under Gutsche (“Gutsche”), a German based corporation. The Gutsche operations manufacture nonwoven needle punch materials and predominantly serve the industrial filtration and high performance nonwoven markets. The Company acquired
one hundred percent
of Gutsche for
$57.6 million
, net of a receivable of
$3.0 million
related to an estimated post-closing purchase price adjustment. The purchase price was financed with a combination of cash on hand and
$31.6 million
of borrowings through the Company's amended
$175 million
credit facility. The assets and liabilities of Gutsche have been included in the Consolidated Balance Sheet at December 31, 2016. The acquired businesses are included in the Company's Technical Nonwovens reporting segment.
For the quarter ended March 31, 2017, Gutsche reported net sales and operating income of
$11.2 million
and
$0.3 million
, respectively. Operating income for the period ended March 31, 2017 included
$0.3 million
of purchase accounting inventory fair value step-up adjustments in cost of sales upon the sale of inventory. There were no sales or operating income for Gutsche during the quarter ended March 31, 2016 as the acquisition occurred on December 31, 2016.
On July 7, 2016, the Company completed an acquisition of the nonwoven and coating materials businesses primarily operating under Texel from ADS, a Canadian based corporation. The Texel operations manufacture nonwoven needle punch materials and predominantly serve the geosynthetic, liquid filtration, and other industrial markets. The Company acquired
one hundred percent
of Texel for
$102.7 million
in cash, including a post-closing working capital adjustment. The purchase price was financed with a combination of cash on hand and
$85.0 million
of borrowings through the Company’s amended
$175 million
credit facility. As part of the acquisition, the Company acquired a
fifty percent
interest in a joint venture, Afitex Texel Geosynthetiques, Inc., with a fair value of
$0.6 million
. The joint venture is accounted for under the equity method of accounting. The operating results of the Texel business are reported within the Technical Nonwovens segment.
For the quarter ended March 31, 2017, Texel reported net sales and operating income of
$15.1 million
and
$0.4 million
, respectively. Operating income for the period ended March 31, 2017 included
$0.1 million
of purchase accounting inventory fair value step-up adjustments in cost of sales upon the sale of inventory. There were no sales or operating income for Texel during the quarter ended March 31, 2016 as the acquisition occurred on July 7, 2016.
The following table summarizes the fair values of identifiable assets acquired and liabilities assumed at the date of the acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
Texel
|
|
Gutsche
|
|
Cash and cash equivalents
|
|
$
|
1,610
|
|
|
$
|
9,400
|
|
|
Accounts receivable
|
|
13,355
|
|
|
7,736
|
|
|
Inventories
|
|
17,525
|
|
|
6,417
|
|
|
Prepaid expenses and other current assets
|
|
2,469
|
|
|
1,125
|
|
|
Non-current environmental indemnification receivable (Note 12)
|
|
925
|
|
|
—
|
|
|
Property, plant and equipment, net
|
|
31,525
|
|
|
7,969
|
|
|
Investment in joint venture
|
|
616
|
|
|
—
|
|
|
Goodwill (Note 4)
|
|
28,655
|
|
|
19,406
|
|
|
Other intangible assets, net (Note 4)
|
|
22,887
|
|
|
15,622
|
|
|
Other Long Term Assets
|
|
—
|
|
|
1,545
|
|
|
Total assets acquired
|
|
$
|
119,567
|
|
|
$
|
69,220
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
$
|
(8,520
|
)
|
|
$
|
(8,376
|
)
|
|
Long-term environmental remediation liability (Note 12)
|
|
(925
|
)
|
|
—
|
|
|
Deferred tax liabilities
|
|
(7,413
|
)
|
|
(470
|
)
|
|
Other long-term liabilities
|
|
—
|
|
|
(2,742
|
)
|
|
Total liabilities assumed
|
|
(16,858
|
)
|
|
(11,588
|
)
|
|
Net assets acquired
|
|
$
|
102,709
|
|
|
$
|
57,632
|
|
The final purchase price allocation related to Texel reflects post-closing adjustments pursuant to the terms of the Texel Stock Purchase Agreement. The final purchase price allocation for Gutsche remains subject to post-closing adjustments pursuant to the terms of the Gutsche Share Purchase Agreement.
The following table reflects the actual operating results of the Company for the three months ended March 31, 2017 and the unaudited pro forma operating results of the Company for the three months ended March 31, 2016, which give effect to the acquisitions of Texel and Gutsche as if they had occurred on January 1, 2015. The pro forma information includes the historical financial results of the Company and the acquired businesses. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisition been effective January 1, 2015, nor are they intended to be indicative of results that may occur in the future. The pro forma information does not include the effects of any synergies related to the acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31,
|
|
|
|
(Actual)
|
|
(Unaudited Pro Forma)
|
|
In thousands
|
|
2017
|
|
2016
|
|
Net sales
|
|
$
|
165,487
|
|
|
$
|
156,148
|
|
|
Net income
|
|
$
|
11,669
|
|
|
$
|
9,703
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
Basic
|
|
$
|
0.69
|
|
|
$
|
0.58
|
|
|
Diluted
|
|
$
|
0.68
|
|
|
$
|
0.57
|
|
Included in earnings during the three months ended
March 31, 2017
was
$1.0 million
of amortization expense,
$0.5 million
of fair value adjustments to inventory and acquisition related expenses of
$0.1 million
related to Texel and Gutsche.
Pro forma earnings during the three months ended
March 31, 2016
were adjusted to exclude non-recurring items such as acquisition related expenses of
$0.6 million
. Pro forma earnings during the three months ended March 31, 2016 were adjusted to include
$1.1 million
of additional amortization expense of the acquired intangible assets recognized at fair value in purchase accounting, additional depreciation expense of
$0.4 million
resulting from increased basis of property, plant and equipment, as well as
$0.4
million
of interest expense associated with borrowings under the Company's Amended Credit Facility. Customer freight billings of
$0.3 million
were reclassed from costs of sales to net sales for the quarter ended March 31, 2016.
3. Inventories
Inventories as of
March 31, 2017
and
December 31, 2016
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
March 31,
2017
|
|
December 31,
2016
|
|
Raw materials
|
|
$
|
29,031
|
|
|
$
|
24,518
|
|
|
Work in process
|
|
23,152
|
|
|
17,161
|
|
|
Finished goods
|
|
27,193
|
|
|
25,360
|
|
|
|
|
79,376
|
|
|
67,039
|
|
|
Less: Progress billings
|
|
(1,252
|
)
|
|
(893
|
)
|
|
Total inventories
|
|
$
|
78,124
|
|
|
$
|
66,146
|
|
Included in work in process is gross tooling inventory of
$15.2 million
and
$10.3 million
at
March 31, 2017
and
December 31, 2016
, respectively. Tooling inventory, net of progress billings, was
$14.0 million
and
$9.4 million
at
March 31, 2017
and
December 31, 2016
, respectively.
4. Goodwill and Other Intangible Assets
Goodwill:
The Company tests its goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate that the carrying value may exceed its fair value.
The changes in the carrying amount of goodwill by segment as of and for the quarter ended
March 31, 2017
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2016
|
|
Currency
translation adjustments
|
|
Additions
|
|
March 31, 2017
|
|
In thousands
|
|
|
|
|
|
Performance Materials
|
|
$
|
12,777
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
12,825
|
|
|
Technical Nonwovens
|
|
50,829
|
|
|
565
|
|
|
—
|
|
|
51,394
|
|
|
Total goodwill
|
|
$
|
63,606
|
|
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
64,219
|
|
Other Intangible Assets:
The table below presents the gross carrying amount and, as applicable, the accumulated amortization of the Company’s acquired intangible assets other than goodwill included in “Other intangible assets, net” in the Condensed Consolidated Balance Sheets as of
March 31, 2017
and
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
In thousands
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Relationships
|
|
$
|
36,502
|
|
|
$
|
(2,019
|
)
|
|
$
|
36,131
|
|
|
$
|
(1,284
|
)
|
|
Patents
|
|
4,071
|
|
|
(3,365
|
)
|
|
4,028
|
|
|
(3,300
|
)
|
|
Technology
|
|
2,500
|
|
|
(518
|
)
|
|
2,500
|
|
|
(477
|
)
|
|
Trade Names
|
|
3,952
|
|
|
(638
|
)
|
|
3,912
|
|
|
(394
|
)
|
|
License Agreements
|
|
589
|
|
|
(589
|
)
|
|
583
|
|
|
(583
|
)
|
|
Other
|
|
541
|
|
|
(345
|
)
|
|
536
|
|
|
(205
|
)
|
|
Total amortized intangible assets
|
|
$
|
48,155
|
|
|
$
|
(7,474
|
)
|
|
$
|
47,690
|
|
|
$
|
(6,243
|
)
|
5. Long-term Debt and Financing Arrangements
On July 7, 2016, the Company amended its
$100.0 million
senior secured revolving credit facility (“Amended Credit Facility”) which increased the available borrowing from
$100 million
to
$175 million
, added a fourth lender and extended the maturity date to July 7, 2021. The Amended Credit Facility is secured by substantially all of the assets of the Company. Under the terms of the Amended Credit Facility, the lenders are providing a
$175 million
revolving credit facility to the Company, under which the lenders may make revolving loans and issue letters of credit to or for the benefit of the Company and its subsidiaries. The Company may request the Amended Credit Facility be increased by an aggregate amount not to exceed
$50 million
through an accordion feature, subject to specified conditions set forth in the Amended Credit Facility.
The Amended Credit Facility contains a number of affirmative and negative covenants, including financial and operational covenants. The Company is required to meet a minimum interest coverage ratio. The interest coverage ratio requires that, at the end of each fiscal quarter, the ratio of consolidated EBIT to Consolidated Interest Charges, both as defined in the Amended Credit Facility, may not be less than
2.0
to
1.0
for the immediately preceding 12 month period. In addition, the Company must maintain a Consolidated Leverage Ratio, as defined in the Amended Credit Facility, as of the end of each fiscal quarter of no greater than
3.0
to
1.0
. The Company must also meet minimum consolidated EBITDA as of the end of each fiscal quarter for the preceding 12 month period of
$30.0 million
. The Company was in compliance with all covenants at March 31, 2017 and December 31, 2016.
Interest is charged on borrowings at the Company’s option of either: (i) Base Rate plus the Applicable Rate, or (ii) the Eurodollar Rate plus the Applicable Rate. The Base Rate is a fluctuating rate equal to the highest of (a) the federal funds rate plus
0.50%
, (b) the prime rate as set by Bank of America, and (c) the Eurocurrency Rate plus
1.00%
. The Eurocurrency Rate means (i) if denominated in LIBOR quoted currency, a fluctuating LIBOR per annum rate equal to the London Interbank Offered Rate; (ii) if denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate; or (iii) the rate per annum as designated with respect to such alternative currency at the time such alternative currency is approved by the Lenders. The Applicable Rate is determined based on the Company’s Consolidated Leverage Ratio (as defined in the Amended Credit Agreement). The Applicable Rate added to the Base Rate Committed Loans ranges from
15
basis points to
100
basis points, and the Applicable Rate added to Eurocurrency Rate Committed Loans and Letters of Credit ranges from
75
basis points to
175
basis points. The Company pays a quarterly fee ranging from
17.5
basis points to
30
basis points on the unused portion of the
$175 million
available under the Amended Credit Facility.
At
March 31, 2017
, the Company had borrowing availability of
$54.6 million
under the Amended Credit Facility net of
$116.6 million
of borrowings outstanding and standby letters of credit outstanding of
$3.8 million
.
In addition to the amounts outstanding under the Amended Credit Facility, the Company has various acquired foreign credit facilities totaling approximately
$10.7 million
. At March 31, 2017, the Company's foreign subsidiaries had
$1.0 million
in borrowings outstanding as well as
$2.3 million
in standby letters of credit outstanding.
Total outstanding debt consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
December 31,
|
|
In thousands
|
|
Effective Rate
|
|
Maturity
|
|
2017
|
|
2016
|
|
Revolver Loan, due July 7, 2021
|
|
1.98
|
%
|
|
2021
|
|
$
|
116,600
|
|
|
$
|
126,600
|
|
|
Commerzbank Loan, due January 2, 2017
|
|
3.40
|
%
|
|
2017
|
|
$
|
—
|
|
|
$
|
400
|
|
|
Sparkasse Loan, due December 31, 2024
|
|
0.80
|
%
|
|
2024
|
|
$
|
1,012
|
|
|
$
|
1,030
|
|
|
Capital Lease, manufacturing equipment, Hamptonville, North Carolina
|
|
1.65
|
%
|
|
2020
|
|
145
|
|
|
156
|
|
|
Capital Leases, manufacturing equipment, Fulda, Germany
|
|
2.08
|
%
|
|
2019
|
|
577
|
|
|
589
|
|
|
|
|
|
|
|
|
|
118,334
|
|
|
128,775
|
|
|
Less portion due within one year
|
|
|
|
|
|
|
(236
|
)
|
|
(634
|
)
|
|
Total long-term debt
|
|
|
|
|
|
|
$
|
118,098
|
|
|
$
|
128,141
|
|
The carrying value of the Company’s
$175.0 million
Amended Credit Facility approximates fair value given the variable rate nature of the debt. The fair values of the Company’s long-term debt are determined using discounted cash flows based upon the Company’s estimated current interest cost for similar type borrowings or current market value, which falls under Level 2 of the fair value hierarchy. The carrying values of the long-term debt approximate fair market value.
The weighted average interest rate on long-term debt was
1.8%
for the
three
months ended
March 31, 2017
and
1.4%
for the year ended
December 31, 2016
.
In April 2017, the Company entered into a
three
-year interest rate swap agreement transacted with a bank which converts the interest on the first notional
$60.0 million
of the Company's one-month LIBOR-based borrowings under it's revolver loan from a variable rate, plus the borrowing spread, to a fixed rate of
1.58%
plus the borrowing spread. The notional amount reduces quarterly by
$5.0 million
through March 31, 2020. The Company expects to account for the interest rate swap agreement as a cash flow hedge beginning in the second quarter of 2017. Effectiveness of this derivative agreement will be assessed quarterly by ensuring that the critical terms of the swap continue to match the critical terms of the hedged debt.
6. Equity Compensation Plans
As of
March 31, 2017
, the Company’s equity compensation plans consisted of the 2003 Stock Incentive Compensation Plan (the “2003 Plan”) and the 2012 Stock Incentive Plan (the “2012 Plan” and together with the 2003 Plan, the “Plans”) under which incentive and non-qualified stock options and time and performance based restricted shares have been granted to employees and directors from authorized but unissued shares of common stock or treasury shares. The 2003 Plan is not active, but continues to govern all outstanding awards granted under the plan until the awards themselves are exercised or terminate in accordance with their terms. The 2012 Plan, approved by shareholders on April 27, 2012, authorizes
1.75 million
shares of common stock for awards. The 2012 Plan also authorizes an additional
1.2 million
shares of common stock to the extent awards granted under prior stock plans that were outstanding as of April 27, 2012 are forfeited. The 2012 Plan provides for the following types of awards: options, restricted stock, restricted stock units and other stock-based awards.
The Company accounts for the expense of all share-based compensation by measuring the awards at fair value on the date of grant. The Company recognizes expense on a straight-line basis over the vesting period of the entire award. Options issued by the Company under its stock option plans have a term of
ten
years and generally vest ratably over a period of
three
to
four
years. Time-based restricted stock grants are expensed over the vesting period of the award, which is typically
two
to
four
years. The number of performance based restricted shares that vest or forfeit depend upon achievement of certain targets during the performance period. Prior to January 1, 2016, stock compensation expense included estimated effects of forfeitures. Upon adoption of ASU 2016-09,
Improvements to Employee Share-Based Payment Accounting
, in the first quarter of 2016, an accounting policy election was made to account for forfeitures as they occur. Compensation expense for performance based awards is recorded based upon the service period and management’s assessment of the probability of achieving the performance goals and will be adjusted based upon actual achievement.
The Company incurred equity compensation expense of
$1.2 million
and
$1.1 million
for the quarters ended
March 31, 2017
and
March 31, 2016
, respectively, for the Plans, including restricted stock awards.
No
equity compensation costs were capitalized as part of inventory.
Stock Options
The following table is a summary of outstanding and exercisable options as of
March 31, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2017
|
|
415
|
|
|
$
|
25.69
|
|
|
6.7
|
|
$
|
11,988
|
|
|
Exercisable at March 31, 2017
|
|
233
|
|
|
$
|
16.04
|
|
|
5.4
|
|
$
|
8,738
|
|
|
Unvested at March 31, 2017
|
|
182
|
|
|
$
|
38.00
|
|
|
8.5
|
|
$
|
3,250
|
|
There were
no
stock options granted and
12,164
stock options exercised during the quarter ended
March 31, 2017
. The amount of cash received from the exercise of stock options was
$0.2 million
during the quarter ended
March 31, 2017
. The intrinsic value of stock options exercised was
$0.5 million
with a tax benefit of
$0.2 million
during the quarter ended
March 31, 2017
. There were
18,300
stock options granted and
18,326
stock options exercised during the quarter ended March 31, 2016. The amount of cash received from the exercise of stock options was
$0.3 million
during the quarter ended March 31, 2016. The intrinsic value of stock options exercised was
$0.3 million
with a tax benefit of
$0.1 million
during the quarter ended March 31, 2016. At
March 31, 2017
, the total unrecognized compensation cost related to non-vested stock option awards was approximately
$2.6 million
, with a weighted average expected amortization period of
2.8 years
.
Restricted Stock
Restricted stock includes both performance-based and time-based awards. There were
no
time-based restricted stock shares granted during the quarter ended
March 31, 2017
. There were
18,100
performance-based restricted shares granted during the quarter ended
March 31, 2017
. There were
108,600
performance-based shares that vested during the quarter ended
March 31, 2017
. There were
9,288
time-based restricted shares that vested during the quarter ended March 31, 2017. There were
7,930
time-based and
7,380
performance-based restricted shares granted during the quarter ended March 31, 2016. There were
65,087
performance-based shares that vested during the quarter ended March 31, 2016. There were
8,129
time-based restricted shares that vested during the quarter ended March 31, 2016. At
March 31, 2017
, there were
195,365
unvested restricted stock awards with total unrecognized compensation cost related to these awards of
$5.1 million
with a weighted average expected amortization period of
2.2 years
. Compensation expense for performance based awards is recorded based on the service period and management’s assessment of the probability of achieving the performance goals.
7. Stock Repurchases
During the
three
months ended
March 31, 2017
, the Company purchased
42,308
shares of common stock valued at
$2.5 million
, through withholding, pursuant to provisions in agreements with recipients of restricted stock granted under the Company’s equity compensation plans, in which the Company withholds that number of shares having fair value equal to each recipient’s minimum tax withholding due.
8. Employer Sponsored Benefit Plans
As of
March 31, 2017
, the Company maintains a defined benefit pension plan that covers certain domestic Lydall employees (“domestic pension plan”) that is closed to new employees and benefits are no longer accruing. The domestic pension plan is noncontributory and benefits are based on either years of service or eligible compensation paid while a participant is in the plan. The Company’s funding policy is to fund not less than the ERISA minimum funding standard and not more than the maximum amount that can be deducted for federal income tax purposes.
The Company expects to contribute approximately
$3.5
million to
$4.0
million in cash for its domestic pension plan in 2017. Contributions of
$1.2
million were made during the first quarter of 2017. There were
no
contributions made during the first quarter of 2016.
The following is a summary of the components of net periodic benefit cost, which is recorded primarily within selling, product development and administrative expenses, for the domestic pension plan for the quarters ended
March 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31,
|
|
In thousands
|
|
2017
|
|
2016
|
|
Components of net periodic benefit cost
|
|
|
|
|
|
|
|
Interest cost
|
|
$
|
514
|
|
|
$
|
535
|
|
|
Expected return on assets
|
|
(594
|
)
|
|
(605
|
)
|
|
Amortization of actuarial loss
|
|
273
|
|
|
233
|
|
|
Net periodic benefit cost
|
|
$
|
193
|
|
|
$
|
163
|
|
9. Income Taxes
The Company’s effective tax rate for the first quarter of 2017 was
17.6%
compared to an effective tax rate of
33.1%
for the first quarter of 2016. The difference in the Company’s effective tax rate was primarily related to tax benefits from stock vesting of
$1.6 million
for the quarter ended March 31, 2017 compared to
$0.3 million
for the quarter ended March 31, 2016, and a more favorable mix of income in lower taxed jurisdictions during the first quarter of 2017.
The Company and its subsidiaries file a consolidated federal income tax return, as well as returns required by various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities, including such major jurisdictions as the United States, France, Germany, China, the United Kingdom, the Netherlands and Canada. With few exceptions, the Company is no longer subject to U.S. federal examinations for years before 2013, state and local examinations for years before 2012, and non-U.S. income tax examinations for years before 2003.
The Company’s effective tax rates in future periods could be affected by earnings being higher or lower in countries where tax rates differ from the United States federal tax rate, the relative impact of permanent tax adjustments on higher or lower earnings
from domestic operations, changes in net deferred tax asset valuation allowances, stock vesting, the completion of acquisitions or divestitures, changes in tax rates or tax laws and the completion of tax projects and audits.
10. Earnings Per Share
For the quarters ended
March 31, 2017
and
2016
, basic earnings per share were computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Unexercised stock options and unvested restricted shares are excluded from this calculation but are included in the diluted earnings per share calculation using the treasury stock method as long as their effect is not antidilutive.
The following table provides a reconciliation of weighted-average shares used to determine basic and diluted earnings per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31,
|
|
In thousands
|
|
2017
|
|
2016
|
|
Basic average common shares outstanding
|
|
16,983
|
|
|
16,825
|
|
|
Effect of dilutive options and restricted stock awards
|
|
301
|
|
|
211
|
|
|
Diluted average common shares outstanding
|
|
17,284
|
|
|
17,036
|
|
For each of the quarters ended
March 31, 2017
and 2016, stock options for
38,280
shares and
200,287
shares of Common Stock were not considered in computing diluted earnings per common share because they were antidilutive.
11. Segment Information
The Company’s reportable segments are Performance Materials, Technical Nonwovens, Thermal/Acoustical Metals, and Thermal/Acoustical Fibers.
On December 31, 2016, the Company completed an acquisition of the nonwoven needle punch materials businesses, which include MGF Gutsche & Co GmbH KG, FRG and Gutsche Environmental Technology (Yixing) Co. Ltd., China, operating under Gutsche (“Gutsche”), a German based corporation. The Gutsche operations manufacture nonwoven needle punch materials and predominantly serve the industrial filtration and high performance nonwoven markets. The acquired businesses are included in the Company's Technical Nonwovens reporting segment.
On July 7, 2016, the Company completed an acquisition of the nonwoven and coating materials businesses primarily operating under the Texel brand (“Texel”) from ADS, Inc. (“ADS”), a Canadian based corporation. The Texel operations manufacture nonwoven needle punch materials and predominantly serve the geosynthetic, liquid filtration, and other industrial markets. The acquired businesses are included in the Company's Technical Nonwovens reporting segment.
Performance Materials Segment
The Performance Materials segment includes filtration media solutions primarily for air, fluid power, and industrial applications (“Filtration”), thermal insulation solutions for building products, appliances, and energy and industrial markets (“Thermal Insulation”) and air and liquid life science applications (“Life Sciences Filtration”). Filtration products include LydAir® MG (Micro-Glass) Air Filtration Media, LydAir® MB (Melt Blown) Air Filtration Media, LydAir® SC (Synthetic Composite) Air Filtration Media, and Arioso™ Membrane Composite Media. These products constitute the critical media component of clean-air systems for applications in clean-space, commercial, industrial and residential HVAC, power generation, and industrial processes. Lydall has leveraged its extensive technical expertise and applications knowledge into a suite of media products covering the vast liquid filtration landscape across the engine and industrial fields. The LyPore® Liquid Filtration Media series address a variety of application needs in fluid power including hydraulic filters, air-water and air-oil coalescing, industrial fluid processes and diesel fuel filtration.
Thermal Insulation products are high performance nonwoven veils, papers, mats and specialty composites for the building products, appliance, and energy and industrial markets. The Manniglas® Thermal Insulation brand is diverse in its product application ranging from high temperature seals and gaskets in ovens and ranges to specialty veils for HVAC and cavity wall insulation. The appLY® Mat Needled Glass Mats have been developed to expand Lydall’s high temperature technology portfolio for broad application into the appliance market and supplements the Lytherm® Insulation Media product brand, traditionally utilized in the industrial market for kilns and furnaces used in metal processing. Lydall’s Cryotherm® Super-Insulating Media, CRS-Wrap® Super-Insulating Media and Cryo-Lite™ Cryogenic Insulation products are industry standards for state-of-the-art cryogenic insulation designs used by manufacturers of cryogenic equipment for liquid gas storage, piping, and transportation.
Life Sciences is comprised of products which have been designed to meet the stringent requirements of critical applications including biopharmaceutical pre-filtration and clarification, lateral flow diagnostic and analytical testing, respiratory protection, potable water filtration and high purity process filtration such as that found in food and beverage and medical applications. Lydall also offers ultra-high molecular weight polyethylene membranes under the Solupor® trade name. These specialty microporous membranes are utilized in various markets and applications including air and liquid filtration and transdermal drug delivery. Solupor® membranes incorporate a unique combination of high mechanical strength, chemical inertness, gamma stability and very high porosity making them ideal for many applications.
Technical Nonwovens Segment
The Technical Nonwovens segment primarily produces needle punch nonwoven solutions for myriad industries and applications. Products are manufactured and sold globally under the leading brands of Lydall Industrial Filtration, Southern Felt, Gutsche, and Texel. The Industrial Filtration products include nonwoven rolled-good felt media and filter bags used primarily in industrial air and liquid filtration applications. Nonwoven filter media is the most effective solution to satisfy increasing emission control regulations in a wide range of industries, including power, cement, steel, asphalt, incineration, mining, food, and pharmaceutical. The Advanced Materials products include nonwoven rolled-good media used in commercial applications and predominantly serves the geosynthetics, automotive, industrial,medical, and safety apparel markets. The automotive media is provided to Tier I/II suppliers and as well as the Company's Thermal/Acoustical Fibers segment.
Technical Nonwovens segment products include air and liquid filtration media sold under the brand names Fiberlox® high performance filtration felts, Checkstatic™ conductive filtration felts, Microfelt® high efficiency filtration felts, Pleatlox® pleatable filtration felts, Ultratech™ PTFE filtration felts, Powertech® and Powerlox® power generation filtration felts, Microcap® high efficiency liquid filtration felts, Duotech membrane composite filtration felts, along with our porotex® family of high temperature filtration felts including microvel® and optivel® products. Technical Nonwovens Advanced Materials products are sold under the brand names Thermofit® thermo-formable products, Ecoduo® recycled content materials, Duotex® floor protection products, and Versaflex® composite molding materials. Technical Nonwovens also offers extensive finishing and coating capabilities which provide custom engineered properties tailored to meet the most demanding applications. The business leverages a wide range of fiber types and extensive technical capabilities to provide products that meet our customers’ needs across a variety of applications providing both high performance and durability.
Thermal/Acoustical Metals Segment
The Thermal/Acoustical Metals segment offers a full range of innovative engineered products tailored for the transportation sector to thermally shield sensitive components from high heat, improve exhaust gas treatment and lower harmful emissions as well as assist in the reduction of powertrain and road noise. Lydall products are found in the underbody (tunnel, fuel tank, rear muffler, spare tire) and underhood (outer dash, powertrain, catalytic converter, turbo charger, manifolds) of cars, trucks, SUVs, heavy duty trucks and recreational vehicles.
Thermal/Acoustical Metals segment products are formed on production lines capable of efficiently combining multiple layers of metal and thermal - acoustical insulation media to provide an engineered thermal and acoustical shielding solution for an array of application areas in the global automotive and truck markets. The flux® product family in Thermal/Acoustical Metals includes several patented or IP-rich products that address applications which include: Direct Exhaust Mount heat shields, which are assembled to high temperature components like catalytic converters, turbochargers or exhaust manifolds using aluminized and stainless steel and high performance and high temperature heat insulating materials; Powertrain heat shields that absorb noise at the source and do not contribute to the engine's noise budget; and durable, thermally robust solutions for temperature sensitive plastic components such as fuel tanks that are in proximity to high temperature heat sources.
Thermal/Acoustical Fibers Segment
The Thermal/Acoustical Fibers segment offers innovative engineered products to assist primarily in noise vibration and harshness (NVH) abatement within the transportation sector. Lydall products are found in the interior (dash insulators, cabin flooring), underbody (wheel well, aerodynamic belly pan, fuel tank, exhaust) and under hood (engine compartment) of cars, trucks, SUVs, heavy duty trucks and recreational vehicles.
Thermal/Acoustical Fibers segment products offer thermal and acoustical insulating solutions comprised of organic and inorganic fiber composites for the automotive and truck markets primarily in North America. Lydall’s dBCore® is a lightweight acoustical composite that emphasizes absorption principles over heavy-mass type systems. Lydall’s dBLyte® is a high-performance acoustical barrier with sound absorption and blocking properties and can be used throughout a vehicle’s interior to minimize intrusive noise from an engine compartment and road. Lydall’s ZeroClearance® is an innovative thermal solution that utilizes an adhesive backing for attachment and is used to protect vehicle components from excessive heat. Lydall’s specially engineered products provide a solution that provides weight reduction, superior noise suppression, and increased durability over conventional designs.
Thermal/Acoustical Metals segment and Thermal/Acoustical Fibers segment operating results include allocations of certain costs shared between the segments.
The tables below present net sales and operating income by segment for the quarters ended
March 31, 2017
and
2016
, and also a reconciliation of total segment net sales and operating income to total consolidated net sales and operating income.
Consolidated net sales by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31,
|
|
In thousands
|
|
2017
|
|
2016
|
|
Performance Materials Segment:
|
|
|
|
|
|
|
|
Filtration
|
|
$
|
18,846
|
|
|
$
|
17,159
|
|
|
Thermal Insulation
|
|
7,425
|
|
|
6,275
|
|
|
Life Sciences Filtration
|
|
2,480
|
|
|
2,949
|
|
|
Performance Materials Segment net sales
|
|
28,751
|
|
|
26,383
|
|
|
|
|
|
|
|
|
Technical Nonwovens Segment
(1)
:
|
|
|
|
|
|
Industrial Filtration
|
|
34,214
|
|
|
23,593
|
|
|
Advanced Materials
(2)
|
|
24,704
|
|
|
7,614
|
|
|
Technical Nonwovens net sales
|
|
58,918
|
|
|
31,207
|
|
|
|
|
|
|
|
|
Thermal/Acoustical Metals Segment:
|
|
|
|
|
|
Metal parts
|
|
41,694
|
|
|
36,783
|
|
|
Tooling
|
|
2,586
|
|
|
5,214
|
|
|
Thermal/Acoustical Metals Segment net sales
|
|
44,280
|
|
|
41,997
|
|
|
|
|
|
|
|
|
Thermal/Acoustical Fibers Segment:
|
|
|
|
|
|
Fiber parts
|
|
40,987
|
|
|
35,677
|
|
|
Tooling
|
|
385
|
|
|
184
|
|
|
Thermal/Acoustical Fibers Segment net sales
|
|
41,372
|
|
|
35,861
|
|
|
Eliminations and Other
(2)
|
|
(7,834
|
)
|
|
(5,748
|
)
|
|
Consolidated Net Sales
|
|
$
|
165,487
|
|
|
$
|
129,700
|
|
Operating income by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31,
|
|
In thousands
|
|
2017
|
|
2016
|
|
Performance Materials
|
|
$
|
1,589
|
|
|
$
|
2,138
|
|
|
Technical Nonwovens
(1)
|
|
4,668
|
|
|
3,926
|
|
|
Thermal/Acoustical Metals
|
|
2,443
|
|
|
3,557
|
|
|
Thermal/Acoustical Fibers
|
|
12,289
|
|
|
10,324
|
|
|
Corporate Office Expenses
|
|
(6,034
|
)
|
|
(6,266
|
)
|
|
Consolidated Operating Income
|
|
$
|
14,955
|
|
|
$
|
13,679
|
|
|
|
|
|
(1)
|
The Technical Nonwovens segment reports results of Texel and Gutsche for the period following the dates of acquisition of July 7, 2016 and December 31, 2016, respectively.
|
|
|
|
|
(2)
|
Included in the Technical Nonwovens segment and Eliminations and Other is
$6.3 million
and
$4.5 million
in intercompany sales to the T/A Fibers segment for the quarters ended
March 31, 2017
and
2016
, respectively.
|
12. Commitments and Contingencies
The Company is subject to legal proceedings, claims, investigations and inquiries that arise in the ordinary course of business such as, but not limited to, actions with respect to commercial, intellectual property, employment, personal injury, and environmental matters. The Company believes that it has meritorious defenses against the claims currently asserted against it and intends to defend them vigorously. While the outcome of litigation is inherently uncertain and the Company cannot be sure that it will prevail in any of the cases, subject to the matter referenced below, the Company is not aware of any matters pending that are expected to have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
Lydall Gerhardi GmbH Co. & KG (“Lydall Gerhardi”), an indirect wholly-owned subsidiary of the Company and part of Lydall’s Thermal/Acoustical Metals reporting segment, has been cooperating with the German Federal Cartel Office, Bundeskartellamt (“German Cartel Office”) since May 2014 in connection with an investigation relating to violations of German anti-trust laws by and among certain European automotive heat shield manufacturers, including Lydall Gerhardi.
In December 2016, Lydall Gerhardi agreed in principle with the German Cartel Office to pay a settlement amount of
€3.3 million
(approximately
$3.5 million
as of March 31, 2017) to definitively conclude this matter. The Company recorded the expense of
€3.3 million
(approximately
$3.5 million
) in December 2016 and expects to enter into a formal settlement agreement with the German Cartel Office and remit payment in the quarter ending June 30, 2017.
Environmental Remediation
The Company has elected to remediate environmental contamination discovered prior to the closing of the Texel acquisition at a certain property in the province of Quebec, Canada (“the Property”) that was acquired by Lydall. The Company records accruals for environmental costs when such losses are probable and reasonably estimable. While the Company is currently in the process of determining the final scope and timing of the remediation project, it estimates the cost of the remediation project to range between
$0.9 million
and
$1.5 million
based on information provided from and the results of investigatory work performed by a third party environmental service firm. Based upon this range of estimated remediation costs, the Company recorded an environmental liability of
$0.9 million
(which is fully offset as described below) within other long-term liabilities on the Company's balance sheet at December 31, 2016 and March 31, 2017 representing the minimum amount in the range as no other amount within the range represents a better estimate at this time.
Pursuant to the Share Purchase Agreement, ADS has agreed to indemnify the Company from all costs and liabilities associated with the contamination and remediation work, including the costs of preparation and approval of the remediation plan and other reports in relation therewith. This indemnity was secured by an environmental escrow account, which was established in the amount of
$3.0 million
Canadian Dollars (
$2.3 million
U.S. Dollars as of March 31, 2017). Should the costs and liabilities exceed the environmental escrow amount, the Company also has access to the general indemnity escrow account, which was established in the amount of
$14.0 million
Canadian Dollars (
$10.5 million
U.S. Dollars as of March 31, 2017). Based on the foregoing, an indemnification asset of
$0.9 million
was also recorded in other assets at December 31, 2016 and March 31, 2017 as the Company believes collection from ADS is probable. The accrual for remediation costs will be adjusted as further information develops, estimates change and payments to vendors are made for remediation, with an off-setting adjustment to the indemnification asset from ADS if collection is deemed probable.
In the fourth quarter of 2016, as part of a groundwater discharging permitting process, water samples collected from wells and process water basins at the Company’s Rochester New Hampshire manufacturing facility, within the Performance Materials segment, showed concentrations of Perfluorinated Compounds (“PFCs”) in excess of state ambient groundwater quality standards.
In January 2017, the Company received a notification from the State of New Hampshire Department of Environmental Services (“NHDES”) naming Lydall Performance Materials, Inc. a responsible party with respect to the discharge of regulated contaminants and as such, is required to take action to investigate and remediate the impacts in accordance with standards established by the NHDES. The Company is conducting a site investigation, the scope of which has been reviewed by the NHDES, in order to assess the extent of potential soil and groundwater contamination and develop a remedial action, if necessary. Based on input received from NHDES in March 2017 with regard to the scope of the site investigation, the Company recorded
$0.2 million
of expense associated with the expected costs of conducting this site investigation. The Company does not know the scope or extent of its future obligations, if any, that may arise from the site investigation and therefore is unable to estimate the cost of any future corrective action. Accordingly, the Company cannot assure that the costs of any future corrective action at this location would not have a material effect on the Company’s financial condition, results of operations or liquidity. Provisions for such matters are charged to expense when it is probable that a liability has been incurred and reasonable estimates of the liability can be made. Estimates of environmental liabilities are based on a variety of matters, including, but not limited to, the stage of investigation, the stage of the remedial design, evaluation of existing remediation technologies, and presently enacted laws and regulations. In future periods, a number of factors could significantly impact any estimates of environmental remediation costs.
13. Changes in Accumulated Other Comprehensive Income (Loss)
The following table discloses the changes by classification within accumulated other comprehensive income (loss) for the periods ended
March 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands
|
|
Foreign Currency
Translation
Adjustment
|
|
Defined Benefit
Pension
Adjustment
|
|
Total
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Balance at December 31, 2015
|
|
$
|
(16,920
|
)
|
|
$
|
(17,665
|
)
|
|
$
|
(34,585
|
)
|
|
Other Comprehensive loss
|
|
2,758
|
|
|
—
|
|
|
2,758
|
|
|
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
—
|
|
|
146
|
|
|
146
|
|
|
Balance at March 31, 2016
|
|
(14,162
|
)
|
|
(17,519
|
)
|
|
(31,681
|
)
|
|
Balance at December 31, 2016
|
|
(27,885
|
)
|
|
(20,065
|
)
|
|
(47,950
|
)
|
|
Other Comprehensive loss
|
|
2,729
|
|
|
—
|
|
|
2,729
|
|
|
Amounts reclassified from accumulated other comprehensive loss (a)
|
|
—
|
|
|
172
|
|
|
172
|
|
|
Balance at March 31, 2017
|
|
$
|
(25,156
|
)
|
|
$
|
(19,893
|
)
|
|
$
|
(45,049
|
)
|
|
|
|
|
(a)
|
Amount represents amortization of actuarial losses, a component of net periodic benefit cost. This amount was
$0.2 million
, net of
$0.1 million
tax benefit, and
$0.1 million
, net of
$0.1 million
tax benefit for the quarters ended
March 31, 2017
and
2016
, respectively.
|
14. Subsequent Event
In April 2017, the Company committed to a restructuring plan related to the Technical Nonwovens segment which will include plant consolidations that are expected to commence in the second half of 2017 and conclude within
24 months
. The consolidation of certain plants is expected to reduce operating costs, increase efficiency and enhance the Company’s flexibility by better aligning its manufacturing footprint with the customer base. Accordingly, the Company expects to record pre-tax charges of approximately
$5.0 million
, of which approximately
$4.5 million
will result in future cash expenditures, over the period of consolidation. Approximately
$2.5 million
of charges are expected during the second half of 2017, predominately in the fourth quarter of 2017. The Company also expects to incur cash expenditures of approximately
$3.5 million
for capital expenditures associated with this plan.