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Section 1: 10-Q (10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
FORM 10-Q
 
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2017
 
OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from           to         
 
Commission File Number: 1-7665 
 
LYDALL, INC.
(Exact name of registrant as specified in its charter)
Delaware
06-0865505
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
 
One Colonial Road, Manchester, Connecticut
06042
(Address of principal executive offices)
(zip code)
 
(860) 646-1233
(Registrant’s telephone number, including area code) 
None
(Former name, former address and former fiscal year, if changed since last report)
____________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýNo ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ýNo ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ýAccelerated filer ¨Non-accelerated filer (Do not check if a smaller reporting company) ¨Smaller reporting company ¨Emerging growth company¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No ý
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Common Stock $ .01 par value per share.
Total Shares outstanding July 18 , 2017
17,233,972






LYDALL, INC.
INDEX
 
 
 
 
Page
Number
 
 
 
 
Cautionary Note Concerning Forward – Looking Statements
 
 
 
 
Part I.
Financial Information
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
Part II.
Other Information
 
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 6.
 
 
 
 
Signature
 
 
 
 
 
 
Exhibit Index
 
 

 

2




Lydall, Inc. and its subsidiaries are hereafter collectively referred to as “Lydall,” the “Company” or the “Registrant.” Lydall and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are all either the registered or unregistered trademarks or trade names of Lydall and its subsidiaries.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of the Company based on current assumptions relating to the Company’s business, the economy and future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs” and other words of similar meaning in connection with the discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Forward-looking statements in this Quarterly Report on Form 10-Q include, among others, statements relating to:
Overall economic and business conditions and the effects on the Company’s markets;
Outlook for the third quarter and remainder of 2017;
Expected vehicle production in the North American, European or Asian markets;
Growth opportunities in markets served by the Company;
Expected future financial and operating performance of Texel and Gutsche;
Ability to integrate the Texel and Gutsche businesses;
Expected costs and future savings associated with restructuring programs;
Expected gross margin, operating margin and working capital improvements from the application of Lean Six Sigma;
Product development and new business opportunities;
Future strategic transactions, including but not limited to: acquisitions, joint ventures, alliances, licensing agreements and divestitures;
Pension plan funding;
Future cash flow and uses of cash;
Future amounts of stock-based compensation expense;
Future earnings and other measurements of financial performance;
Ability to meet cash operating requirements;
Future levels of indebtedness and capital spending;
Ability to meet financial covenants in the Company's amended revolving credit facility;
Future impact of the variability of interest rates and foreign currency exchange rates;
Expected future impact of recently issued accounting pronouncements upon adoption;
Future effective income tax rates and realization of deferred tax assets;
Estimates of fair values of reporting units and long-lived assets used in assessing goodwill and long-lived assets for possible impairment; and
The expected outcomes of legal proceedings and other contingencies, including environmental matters.
All forward-looking statements are inherently subject to a number of risks and uncertainties that could cause the actual results of the Company to differ materially from those reflected in forward-looking statements made in this Quarterly Report on Form 10-Q, as well as in press releases and other statements made from time to time by the Company’s authorized officers. Such risks and uncertainties include, among others, worldwide economic cycles and political changes that affect the markets which the Company’s

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businesses serve, which could have an effect on demand for the Company’s products and impact the Company’s profitability; challenges encountered by the Company in the integration of the Texel and Gutsche acquisitions, including execution of restructuring programs; disruptions in the global credit and financial markets, including diminished liquidity and credit availability; changes in international trade agreements including tariff regulation and trade restrictions; swings in consumer confidence and spending; unstable economic growth; volatility in foreign currency exchange rates; raw material pricing and supply issues; fluctuations in unemployment rates; retention of key employees; increases in fuel prices; and outcomes of legal proceedings, claims and investigations, as well as other risks and uncertainties identified in Part II, Item 1A - Risk Factors of this Quarterly Report on Form 10-Q, and Part I, Item 1A - Risk Factors of Lydall’s Annual Report on Form 10-K for the year ended December 31, 2016. The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


4




PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
LYDALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)
 
 
Quarter Ended 
 June 30,
 
2017
 
2016
 
(Unaudited)
Net sales
$
174,879

 
$
137,235

Cost of sales
131,626

 
101,245

Gross profit
43,253

 
35,990

Selling, product development and administrative expenses
23,409

 
20,468

Operating income
19,844

 
15,522

Interest expense
795

 
110

Other expense (income), net
599

 
(499
)
Income before income taxes
18,450

 
15,911

Income tax expense
5,303

 
5,098

Loss from equity method investment
22

 

Net income
$
13,125

 
$
10,813

Earnings per share:
 
 
 
Basic
$
0.77

 
$
0.64

Diluted
$
0.76

 
$
0.63

Weighted average number of common shares outstanding:
 
 
 
Basic
17,044

 
16,864

Diluted
17,262

 
17,074

 
See accompanying Notes to Condensed Consolidated Financial Statements.



















 
 





5





LYDALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands Except Per Share Data)


 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(Unaudited)
Net sales
$
340,366

 
$
266,935

Cost of sales
256,689

 
198,568

Gross profit
83,677

 
68,367

Selling, product development and administrative expenses
48,878

 
39,166

Operating income
34,799

 
29,201

Interest expense
1,401

 
254

Other expense (income), net
739

 
(666
)
Income before income taxes
32,659

 
29,613

Income tax expense
7,797

 
9,631

Loss from equity method investment
68

 

Net income
$
24,794

 
$
19,982

Earnings per share:
 
 
 
Basic
$
1.46

 
$
1.19

Diluted
$
1.44

 
$
1.17

Weighted average number of common shares outstanding:
 
 
 
Basic
17,014

 
16,844

Diluted
17,272

 
17,036


See accompanying Notes to Condensed Consolidated Financial Statements.


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LYDALL, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
 
 
Quarter Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
 
(Unaudited)
 
(Unaudited)
Net income
$
13,125

 
$
10,813

 
$
24,794

 
$
19,982

Other comprehensive income:
 
 
 
 
 
 
 
Foreign currency translation adjustments
11,784

 
(4,026
)
 
14,513

 
(1,268
)
Pension liability adjustment, net of tax
172

 
139

 
344

 
285

       Unrealized loss on hedging activities, net of tax
(44
)
 

 
(44
)
 

Comprehensive income
$
25,037

 
$
6,926

 
$
39,607

 
$
18,999

 
See accompanying Notes to Condensed Consolidated Financial Statements.
 

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LYDALL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
 
 
June 30,
2017
 
December 31,
2016
 
(Unaudited)
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
63,542

 
$
71,934

Accounts receivable, less allowances (2017 - $1,421; 2016 - $1,429)
114,708

 
103,316

Inventories
81,989

 
66,146

Taxes receivable
6,854

 
3,883

Prepaid expenses
4,780

 
4,085

Other current assets
7,105

 
6,242

Total current assets
278,978

 
255,606

Property, plant and equipment, at cost
377,226

 
359,961

Accumulated depreciation
(213,032
)
 
(199,166
)
Net, property, plant and equipment
164,194

 
160,795

Goodwill
66,854

 
63,606

Other intangible assets, net
41,273

 
41,447

Other assets, net
6,464

 
5,575

Total assets
$
557,763

 
$
527,029

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
250

 
$
634

Accounts payable
69,429

 
56,346

Accrued payroll and other compensation
13,832

 
14,016

Accrued taxes
5,882

 
6,460

Other accrued liabilities
13,663

 
12,988

Total current liabilities
103,056

 
90,444

Long-term debt
107,048

 
128,141

Deferred tax liabilities
16,993

 
15,849

Benefit plan liabilities
12,354

 
14,729

Other long-term liabilities
5,146

 
4,410

 
 
 
 
Commitments and Contingencies (Note 14)

 

Stockholders’ equity:
 
 
 
Preferred stock

 

Common stock
249

 
249

Capital in excess of par value
84,987

 
82,387

Retained earnings
350,260

 
325,466

Accumulated other comprehensive loss
(33,137
)
 
(47,950
)
Treasury stock, at cost
(89,193
)
 
(86,696
)
Total stockholders’ equity
313,166

 
273,456

Total liabilities and stockholders’ equity
$
557,763

 
$
527,029

 
See accompanying Notes to Condensed Consolidated Financial Statements.
 


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LYDALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
(Unaudited)
Cash flows from operating activities:
 

 
 

Net income
$
24,794

 
$
19,982

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
12,778

 
8,634

Long-lived asset impairment charge
772

 

Inventory step-up amortization
1,025

 

Deferred income taxes
157

 
(553
)
Stock-based compensation
2,287

 
2,074

Loss from equity method investment
68

 

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(8,197
)
 
(11,294
)
Inventories
(14,202
)
 
(704
)
Accounts payable
15,479

 
8,226

Accrued payroll and other compensation
(729
)
 
2,859

Accrued taxes
(977
)
 
492

Other, net
(5,460
)
 
3,691

Net cash provided by operating activities
27,795

 
33,407

Cash flows from investing activities:
 
 
 
Business acquisitions, net of cash acquired
(353
)
 

Capital expenditures
(15,068
)
 
(15,549
)
Net cash used for investing activities
(15,421
)
 
(15,549
)
Cash flows from financing activities:
 
 
 
Debt repayments
(21,566
)
 
(10,297
)
Common stock issued
313

 
404

Common stock repurchased
(2,497
)
 
(710
)
Net cash used for financing activities
(23,750
)
 
(10,603
)
Effect of exchange rate changes on cash
2,984

 
(449
)
(Decrease) Increase in cash and cash equivalents
(8,392
)
 
6,806

Cash and cash equivalents at beginning of period
71,934

 
75,909

Cash and cash equivalents at end of period
$
63,542

 
$
82,715

 
Non-cash capital expenditures of $4.3 million and $2.7 million were included in accounts payable at June 30, 2017 and 2016, respectively.

See accompanying Notes to Condensed Consolidated Financial Statements.
 


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LYDALL, INC.
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 (“Texel”) brand 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. 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 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 new standard requires new comprehensive qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue arising from contracts with customers, including significant judgments and estimates used when applying the guidance.

The Company is implementing a project plan that includes a phased approach to implementing ASU 2014-09. During the remainder of 2017, the Company is 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 continues to assess potential impacts to all of its segments under the new standard and has identified a potential impact to the timing of revenue recognition across all segments. The Company currently generally recognizes revenue at a point in time, whereas the implementation of the new standard could result in certain revenue streams moving to an over-time revenue recognition model. The Company anticipates the transition to the new standard will result in changes to revenue recognition practices, including areas described above, but the Company will be unable to quantify that impact until the second phase of the project has been completed.


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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 July 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 February 2016, the FASB issued 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. This 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.

In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting". This ASU requires an entity to apply modification accounting in Topic 718 when there are changes to the terms or conditions of a share-based payment award, unless the fair value, vesting conditions, and classification of the modified award are the same as the original award immediately before the original award is modified. This ASU is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the method and impact the adoption of ASU 2016-09 will have on the Company’s consolidated financial statements and disclosures.

2.
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. In the second quarter of 2017, the Company finalized the post closing adjustment resulting in an increase in the purchase price of $0.4 million resulting in a final purchase price of $58.0 million. 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 June 30, 2017, Gutsche reported net sales and operating income of $12.1 million and $0.6 million, respectively. Operating income for the quarter ended June 30, 2017 included $0.2 million of purchase accounting inventory fair value step-up adjustments in cost of sales upon the sale of inventory and $0.2 million of restructuring expenses. There were no sales or operating income for Gutsche during the quarter ended June 30, 2016 as the acquisition occurred on December 31, 2016.

For the six months ended June 30, 2017, Gutsche reported net sales and operating income of $23.3 million and $0.9 million, respectively. Operating income for the six months ended June 30, 2017 included $0.6 million of purchase accounting inventory fair value step-up adjustments in cost of sales upon the sale of inventory and $0.2 million of restructuring expenses. There were no sales or operating income for Gutsche during the six months ended June 30, 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 June 30, 2017, Texel reported net sales and operating income of $20.8 million and $1.5 million, respectively. Operating income for the quarter ended June 30, 2017 included $0.3 million of purchase accounting inventory fair value step-up

11




adjustments in cost of sales upon the sale of inventory. There were no sales or operating income for Texel during the quarter ended June 30, 2016 as the acquisition occurred on July 7, 2016.

For the six months ended June 30, 2017, Texel reported net sales and operating income of $35.9 million and $2.0 million, respectively. Operating income for the six months ended June 30, 2017 included $0.5 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 six months ended June 30, 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 acquisitions:

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 14)
 
925

 

Property, plant and equipment, net
 
31,525

 
7,969

Investment in joint venture
 
616

 

Goodwill (Note 4)
 
28,655

 
19,759

Other intangible assets, net (Note 4)
 
22,887

 
15,622

Other long term assets
 

 
1,545

   Total assets acquired
 
$
119,567

 
$
69,573

 
 
 
 
 
Current liabilities
 
$
(8,520
)
 
$
(8,376
)
Long-term environmental remediation liability (Note 14)
 
(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

 
$
57,985


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 related to Gutsche reflects 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 quarter and six months ended June 30, 2017 and the unaudited pro forma operating results of the Company for the quarter and six months ended June 30, 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 acquisitions 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 
 June 30,
 
Six Months Ended 
 June 30,
 
 
(Actual)
 
(Unaudited Pro Forma)
 
(Actual)
 
(Unaudited Pro Forma)
In thousands
 
2017
 
2016
 
2017
 
2016
Net sales
 
$
174,879

 
$
173,834

 
$
340,366

 
$
329,982

Net income
 
$
13,125

 
$
13,537

 
$
24,794

 
$
23,239


 

 

 
 
 
 
Earnings per share:
 

 

 
 
 
 
  Basic
 
$
0.77

 
$
0.80

 
$
1.46

 
$
1.38

  Diluted
 
$
0.76

 
$
0.79

 
$
1.44

 
$
1.36


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Included in earnings during the quarter ended June 30, 2017 was $0.9 million of amortization expense and $0.5 million of fair value step-up adjustments to inventory related to Texel and Gutsche.

Pro forma earnings during the quarter ended June 30, 2016 were adjusted to exclude non-recurring items such as acquisition related expenses of $1.5 million. Pro forma earnings during the quarter ended June 30, 2016 were adjusted to include $1.2 million of additional amortization expense of the acquired intangible assets recognized at fair value in purchase accounting, additional depreciation expense of $0.5 million resulting from increased basis of property, plant and equipment, as well as $0.5 million of interest expense associated with borrowings under the Company's Amended Credit Facility. Customer freight billings of $0.5 million were reclassed from costs of sales to net sales for the quarter ended June 30, 2016.

Included in earnings during the six months ended June 30, 2017 was $2.0 million of amortization expense, $1.0 million of fair value step-up adjustments to inventory and acquisition related expenses of $0.1 million related to Texel and Gutsche.

Pro forma earnings during the six months ended June 30, 2016 were adjusted to exclude non-recurring items such as acquisition related expenses of $2.1 million. Pro forma earnings during the six months ended June 30, 2016 were adjusted to include $2.3 million of additional amortization expense of the acquired intangible assets recognized at fair value in purchase accounting, additional depreciation expense of $1.0 million resulting from increased basis of property, plant and equipment, as well as $0.9 million of interest expense associated with borrowings under the Company's Amended Credit Facility. Customer freight billings of $0.8 million were reclassed from costs of sales to net sales for the six months ended June 30, 2016.

3. Inventories
 
Inventories as of June 30, 2017 and December 31, 2016 were as follows:
In thousands
 
June 30,
2017
 
December 31,
2016
Raw materials
 
$
31,131

 
$
24,518

Work in process
 
28,185

 
17,161

Finished goods
 
24,524

 
25,360

 
 
83,840

 
67,039

Less: Progress billings
 
(1,851
)
 
(893
)
Total inventories
 
$
81,989

 
$
66,146


Included in work in process is gross tooling inventory of $18.3 million and $10.3 million at June 30, 2017 and December 31, 2016, respectively. Tooling inventory, net of progress billings, was $16.4 million and $9.4 million at June 30, 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 June 30, 2017 were as follows:
 
 
December 31,
2016
 
Currency
translation adjustments
 
Additions
 
June 30, 2017
In thousands
 
 
 
 
Performance Materials
 
$
12,777

 
$
324

 
$

 
$
13,101

Technical Nonwovens
 
50,829

 
2,571

 
353

 
53,753

Total goodwill
 
$
63,606

 
$
2,895

 
$
353

 
$
66,854


Goodwill Associated with Acquisitions and Divestitures

The goodwill addition of $0.4 million within the Technical Nonwovens segment is the result of the final post-closing adjustment in the second quarter of 2017 related to the acquisition of Gutsche on December 31, 2016.



13




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 June 30, 2017 and December 31, 2016:
 
 
June 30, 2017
 
December 31, 2016
In thousands
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Amortized intangible assets
 
 

 
 

 
 

 
 

Customer Relationships
 
$
38,036

 
$
(2,822
)
 
$
36,131

 
$
(1,284
)
Patents
 
4,319

 
(3,602
)
 
4,028

 
(3,300
)
Technology
 
2,500

 
(560
)
 
2,500

 
(477
)
Trade Names
 
4,131

 
(909
)
 
3,912

 
(394
)
License Agreements
 
618

 
(618
)
 
583

 
(583
)
Other
 
564

 
(384
)
 
536

 
(205
)
Total amortized intangible assets
 
$
50,168

 
$
(8,895
)
 
$
47,690

 
$
(6,243
)

5. Long-term Debt and Financing Arrangements
 
On July 7, 2016, the Company amended its $100 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 million. The Company was in compliance with all covenants at June 30, 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.

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 its 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 is accounting for the interest rate swap agreement as a cash flow hedge. 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.

At June 30, 2017, the Company had borrowing availability of $64.6 million under the Amended Credit Facility, net of $106.6 million of borrowings outstanding and standby letters of credit outstanding of $3.8 million.


14




In addition to the amounts outstanding under the Amended Credit Facility, the Company has various acquired foreign credit facilities totaling approximately $11.2 million. At June 30, 2017, the Company's foreign subsidiaries had $0.1 million in borrowings outstanding as well as $2.5 million in standby letters of credit outstanding.
 
Total outstanding debt consists of:
 
 
 
 
 
 
June 30,
 
December 31,
In thousands
 
Effective Rate
 
Maturity
 
2017
 
2016
Revolver Loan, due July 7, 2021
 
2.48
%
 
2021
 
$
106,600

 
$
126,600

Commerzbank Loan, due January 2, 2017
 
3.40
%
 
2017
 

 
400

Sparkasse Loan, due December 31, 2024
 
0.80
%
 
2024
 

 
1,030

Capital Leases
 
 1.65% - 2.08%

 
2019 - 2020
 
698

 
745

 
 
 

 
 
 
107,298

 
128,775

Less portion due within one year
 
 

 
 
 
(250
)
 
(634
)
Total long-term debt
 
 

 
 
 
$
107,048

 
$
128,141

 
The carrying value of the Company’s $175 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 2.0% for the six months ended June 30, 2017 and 1.4% for the year ended December 31, 2016.

6. Derivatives

The Company selectively uses financial instruments to manage market risk associated with exposure to fluctuations in interest rates. These financial exposures are monitored and managed by the Company as an integral part of its risk management program. The Company’s interest rate exposure is most sensitive to fluctuations in interest rates in the United States and Europe, which impact interest paid on its debt. The Company has debt with variable rates of interest based generally on LIBOR. From time to time, the Company may enter into interest rate swap agreements to manage interest rate risk. These instruments are designated as cash flow hedges and are recorded at fair value using Level 2 observable market inputs.

Derivative instruments are recognized as either assets or liabilities on the balance sheet in either current or non-current other assets or other accrued liabilities or other long-term liabilities depending upon maturity and commitment. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the hedge transaction affects earnings. Any ineffective portion, or amounts related to contracts that are not designated as hedges, are recorded directly to earnings. The Company's policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item. The Company does not use derivatives for speculative or trading purposes or to manage commodity exposures.
 
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 its 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 interest rate swap agreement was accounted for as cash flow hedge. 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.

The following table sets forth the fair value amounts of derivative instruments held by the Company:
 
June 30, 2017
 
December 31, 2016
In thousands
Asset Derivatives
 
Liability Derivatives
 
Asset Derivatives
 
Liability Derivatives
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
Interest rate contract
$

 
$
(69
)
 
$

 
$

Total derivatives
$

 
$
(69
)
 
$

 
$



15


The following table sets forth the loss, recorded in accumulated other comprehensive income (loss), net of tax, for the quarters and six months ended June 30, 2017 and 2016 for derivatives held by the Company and designated as hedging instruments:
 
Quarter Ended 
 June 30,
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
2017
 
2016
Cash flow hedges:
 
 
 
 
 
 
 
Interest rate contract
$
(44
)
 
$

 
$
(44
)
 
$

 
$
(44
)
 

 
$
(44
)
 
$


7. Equity Compensation Plans
 
As of June 30, 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 $1.1 million and $0.9 million for the quarters ended June 30, 2017 and June 30, 2016, respectively, and $2.3 million and $2.1 million for the six months ended June 30, 2017 and June 30, 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 June 30, 2017:
In thousands except per share
amounts and years
 
Shares
 
Weighted-
Average
Exercise Price
 
Aggregate
Intrinsic Value
Outstanding at June 30, 2017
 
399

 
$
26.34

 
$
10,588

Exercisable at June 30, 2017
 
219

 
$
16.49

 
$
7,727

Unvested at June 30, 2017
 
179

 
$
38.41

 
$
2,860

 
There were no stock options granted and 16,300 stock options exercised during the quarter ended June 30, 2017 and no stock options granted and 28,464 stock options exercised during the six months ended June 30, 2017. The amount of cash received from the exercise of stock options was $0.2 million during the quarter ended June 30, 2017 and $0.3 million during the six months ended June 30, 2017. The intrinsic value of stock options exercised was $0.7 million with a tax benefit of $0.1 million during the quarter ended June 30, 2017 and the intrinsic value of stock options exercised was $1.2 million with a tax benefit of $0.3 million during the six months ended June 30, 2017.

There were no stock options granted and 9,313 stock options exercised during the quarter ended June 30, 2016 and 18,300 stock options granted and 27,639 stock options exercised during the six months ended June 30, 2016. The amount of cash received from the exercise of stock options was $0.1 million during the quarter ended June 30, 2016 and $0.4 million during the six months ended

16




June 30, 2016. The intrinsic value of stock options exercised was $0.3 million with a minimal tax benefit during the quarter ended June 30, 2016 and the intrinsic value of stock options exercised was $0.6 million with a tax benefit of $0.1 million during the six months ended June 30, 2016.

At June 30, 2017, the total unrecognized compensation cost related to non-vested stock option awards was approximately $2.3 million, with a weighted average expected amortization period of 2.6 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 and six month period ended June 30, 2017. There were no performance-based restricted shares granted during the quarter ended June 30, 2017 and 18,100 performance-based restricted shares granted for the six months ended June 30, 2017, which have a 2019 earnings per share target. There were no performance-based restricted shares that vested during the quarter ended June 30, 2017 and 108,600 performance-based restricted shares that vested during the six months ended June 30, 2017. There were no time-based restricted shares that vested during the quarter ended June 30, 2017 and 9,288 time-based restricted shares that vested during the six months ended June 30, 2017.

There were no time-based restricted shares granted during the quarter ended June 30, 2016 and 7,930 time-based restricted shares granted during the six months ended June 30, 2016. There were no performance-based restricted shares granted during the quarter ended June 30, 2016 and 7,380 performance-based shares granted in the six months ended June 30, 2016, which have a 2018 earnings per share target. There were no performance-based restricted shares that vested during the quarter ended June 30, 2016 and there were 65,087 performance-based restricted shares that vested during the six months ended June 30, 2016 in accordance with Plan provisions. There were no time-based restricted shares that vested during the quarter ended June 30, 2016 and there were 8,129 time-based restricted shares that vested during the six months ended June 30, 2016.

At June 30, 2017, there were 193,925 unvested restricted stock awards with total unrecognized compensation cost related to these awards of $4.4 million with a weighted average expected amortization period of 2.0 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.

8. Stock Repurchases
 
During the six months ended June 30, 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.

9. Restructuring

In April 2017, the Company commenced a restructuring plan in the Technical Nonwovens segment which will include plant consolidations and transfer of equipment to other facilities within the segment's Europe and China operations. The consolidation of certain plants, which is expected to conclude in the second quarter of 2019, is expected to reduce operating costs, increase efficiency and enhance the Company’s flexibility by better aligning its manufacturing footprint with the segment's customer base. Accordingly, the Company expects to record pre-tax expenses of approximately $5.0 million, in connection with this restructuring plan, of which approximately $4.8 million is expected to result in future cash expenditures over the period of consolidation. Approximately $2.0 million of expenses are expected during the second half of 2017, predominately in the fourth quarter. The Company also expects to incur cash expenditures of approximately $3.5 million for capital expenditures associated with this plan.

During the quarter and six months ended June 30, 2017, the Company recorded pre-tax restructuring expenses of $0.3 million. Restructuring expenses of $0.2 million, related to contract termination and other associated expenses, were recorded in selling, product development and administrative expenses and $0.1 million of severance related expenses were recorded in cost of sales.











17


Actual pre-tax expenses incurred and total estimated pre-tax expenses for the restructuring program by type are as follows:

In thousands
Severance and Related Expenses
Contract Termination Expenses
Facility Exit, Move and Set-up Expenses
Total
Expense incurred during quarter ended:
 
 
 
 
June 30, 2017
74

185

34

293

Total pre-tax expense incurred
$
74

$
185

$
34

$
293

Estimated remaining expense at June 30, 2017
1,600

50

3,050

4,700

Total estimated pre-tax expense
$
1,674

$
235

$
3,084

$
4,993


There were no cash outflows for the restructuring program for the quarter and six months ended June 30, 2017.

Accrued restructuring costs were as follows at June 30, 2017:

In thousands
Total
Balance as of March 31, 2017
$

Pre-tax restructuring expenses
293

Cash paid

Balance as of June 30, 2017
$
293


10. Employer Sponsored Benefit Plans
 
As of June 30, 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 and $2.4 million were made during the quarter and six months ended June 30, 2017, respectively. There were no contributions made during the quarter and six months ended June 30, 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 and six months ended June 30, 2017 and 2016:

 
 
Quarter Ended 
 June 30,
 
Six Months Ended 
 June 30,
In thousands
 
2017
 
2016
 
2017
 
2016
Components of net periodic benefit cost
 
 

 
 

 
 
 
 
Interest cost
 
$
514

 
$
535

 
$
1,029

 
$
1,070

Expected return on assets
 
(594
)
 
(605
)
 
(1,188
)
 
(1,210
)
Amortization of actuarial loss
 
273

 
233

 
546

 
467

Net periodic benefit cost
 
$
193

 
$
163

 
$
387

 
$
327


11. Income Taxes
 
The Company’s effective tax rate was 28.7% and 32.0% for the quarters ended June 30, 2017 and 2016, and 23.9% and 32.5% for the six months ended June 30, 2017 and 2016, respectively. The difference in the Company’s effective tax rate for the quarter ended June 30, 2017 compared to the quarter ended June 30, 2016 was primarily related to a more favorable mix of income in lower taxed jurisdictions during the quarter ended June 30, 2017. The difference in the Company's effective tax rate for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 was primarily related to tax benefits from stock

18




compensation of $1.6 million for the six months ended June 30, 2017 compared to $0.3 million for the six months ended June 30, 2016 and a more favorable mix of income in lower taxed jurisdictions during the six months ended June 30, 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. Within the next 12 months, it is reasonably possible that the Company could conclude certain federal income tax matters through the year ended December 31, 2014. If concluded, it is reasonably possible that net unrecognized benefits of up to $1.5 million may be recognized. 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.

12. Earnings Per Share
 
For the quarters and six months ended June 30, 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 
 June 30,
 
Six Months Ended 
 June 30,
In thousands
 
2017
 
2016
 
2017
 
2016
Basic average common shares outstanding
 
17,044

 
16,864

 
17,014

 
16,844

Effect of dilutive options and restricted stock awards
 
218

 
210

 
258

 
192

Diluted average common shares outstanding
 
17,262

 
17,074

 
17,272

 
17,036

 
For each of the quarters ended June 30, 2017 and 2016, stock options for 38,280 shares and 121,745 shares of Common Stock were not considered in computing diluted earnings per common share because they were antidilutive.

For the six months ended June 30, 2017 and 2016, stock options for 38,280 shares and 199,375 shares of common stock, respectively, were not considered in computing diluted earnings per share because they were antidilutive.
 
13. 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-

19




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.

20





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 and six months ended June 30, 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 
 June 30,
 
Six Months Ended 
 June 30,
In thousands
 
2017
 
2016
 
2017
 
2016
Performance Materials Segment:
 
 

 
 

 
 
 
 
Filtration
 
$
19,255

 
$
18,657

 
$
38,100

 
$
35,816

Thermal Insulation
 
7,407

 
7,214

 
14,833

 
13,489

Life Sciences Filtration
 
2,639

 
4,095

 
5,119

 
7,044

Performance Materials Segment net sales
 
29,301

 
29,966

 
58,052

 
56,349

 
 
 
 
 
 
 
 
 
Technical Nonwovens Segment (1):
 
 
 
 
 
 
 
 
Industrial Filtration
 
36,325

 
20,128

 
70,538

 
43,722

Advanced Materials (2)
 
30,773

 
7,712

 
55,478

 
15,325

Technical Nonwovens net sales
 
67,098

 
27,840

 
126,016

 
59,047

 
 
 
 
 
 
 
 
 
Thermal/Acoustical Metals Segment:
 
 
 
 
 
 
 
 
Metal parts
 
40,827

 
41,053

 
82,521

 
77,836

Tooling
 
2,558

 
4,192

 
5,144

 
9,406

Thermal/Acoustical Metals Segment net sales
 
43,385

 
45,245

 
87,665

 
87,242

 
 
 
 
 
 
 
 
 
Thermal/Acoustical Fibers Segment:
 
 
 
 
 
 
 
 
Fiber parts
 
40,704

 
36,934

 
81,691

 
72,611

Tooling
 
2,795

 
3,234

 
3,180

 
3,418

Thermal/Acoustical Fibers Segment net sales
 
43,499

 
40,168

 
84,871

 
76,029

     Eliminations and Other (2)
 
(8,404
)
 
(5,984
)
 
(16,238
)
 
(11,732
)
Consolidated Net Sales
 
$
174,879

 
$
137,235

 
$
340,366

 
$
266,935



21




 Operating income by segment:
 
 
Quarter Ended 
 June 30,
 
Six Months Ended 
 June 30,
In thousands
 
2017
 
2016
 
2017
 
2016
Performance Materials
 
$
3,864

 
$
4,681

 
$
5,453

 
$
6,819

Technical Nonwovens (1)
 
6,535

 
3,219

 
11,203

 
7,145

Thermal/Acoustical Metals
 
3,174

 
4,082

 
5,617

 
7,639

Thermal/Acoustical Fibers
 
12,157

 
10,630

 
24,446

 
20,954

Corporate Office Expenses
 
(5,886
)
 
(7,090
)
 
(11,920
)
 
(13,356
)
Consolidated Operating Income
 
$
19,844

 
$
15,522

 
$
34,799

 
$
29,201


(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 $6.8 million and $4.6 million in intercompany sales to the T/A Fibers segment for the quarters ended June 30, 2017 and 2016, respectively, and $13.1 million and $9.1 million for the six months ended June 30, 2017 and 2016, respectively.

14. 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 $3.8 million U.S. Dollars as of June 30, 2017) to definitively conclude this matter. The Company recorded the expense of €3.3 million (approximately $3.5 million U.S. Dollars) in December 2016. In July 2017, Lydall Gerhardi entered into a formal settlement agreement with the German Cartel Office, definitively concluding this matter and will remit payment in the third quarter of 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. The Company, through the engagement of a third-party environmental service firm, has been in the process of determining the final scope and timing of the remediation project and estimated the cost of the remediation project to range between $0.9 million and $1.5 million. Based upon this range of estimated remediation costs, the Company recorded an environmental liability of $0.9 million within other long-term liabilities on the Company's balance sheet at December 31, 2016. In July, 2017, the third-party environmental service firm completed its initial investigatory work and, based on information provided from the results of such work, the Company increased its environmental liability by $0.6 million at June 30, 2017. The environmental liability which reflects the most current estimate of $1.5 million (which remains fully offset as described below) is included within other long-term liabilities on the Company's balance sheet at June 30, 2017. During the six months ended June 30, 2017, the environmental liability has been reduced by $0.1 million, reflecting payments made to vendors, resulting in a balance of $1.4 million at June 30, 2017.

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 June 30, 2017). Should the costs and liabilities exceed the environmental escrow amount, the Company also has access to the general indemnity escrow account, which was originally established in the amount of $14.0 million Canadian Dollars ($10.8 million U.S. Dollars as of June 30, 2017), and based on the Share Purchase Agreement was reduced to approximately $7.0 million Canadian Dollars ($5.4 million U.S. Dollars as of June 30,

22




2017) at June 30, 2017. Based on the foregoing, an indemnification asset of $0.9 million was also recorded in other assets at December 31, 2016 as the Company believed, and still believes collection from ADS is probable. This indemnification asset has been increased by $0.6 million to reflect the most current estimate of $1.5 million. The indemnification asset has been reduced by $0.1 million reflecting indemnification from ADS for payments made by the Company to its vendors during the six months ended June 30, 2017. The resulting indemnification asset balance is $1.4 million at June 30, 2017. 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 in the first quarter of 2017 associated with the expected costs of conducting this site investigation. There was no additional expense recorded in the second quarter of 2017 as 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.

15. 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 June 30, 2017 and 2016:
In thousands
 
Foreign Currency
Translation
Adjustment
 
Defined Benefit
Pension
Adjustment
 
Gains and Losses
on Cash Flow Hedges
 
Total
Accumulated
Other
Comprehensive
(Loss) Income
Balance at December 31, 2015
 
$
(16,920
)
 
$
(17,665
)
 
 
$

 
 
$
(34,585
)
Other Comprehensive loss
 
(1,268
)
 

 
 

 
 
(1,268
)
Amounts reclassified from accumulated other comprehensive loss
 

 
285

(a)
 

 
 
285

Balance at June 30, 2016
 
(18,188
)
 
(17,380
)
 
 

 
 
(35,568
)
Balance at December 31, 2016
 
(27,885
)
 
(20,065
)
 
 

 
 
(47,950
)
Other Comprehensive loss
 
14,513

 

 
 
(44
)
(b)
 
14,469

Amounts reclassified from accumulated other comprehensive loss
 

 
344

(a)
 

 
 
344

Balance at June 30, 2017
 
$
(13,372
)
 
$
(19,721
)
 
 
$
(44
)
 
 
$
(33,137
)

(a)
Amount represents amortization of actuarial losses, a component of net periodic benefit cost. This amount was $0.3 million, net of $0.2 million tax benefit for the six months ended June 30, 2017 and 2016.
(b)
Amount represents unrealized losses on the fair value of hedging activities, net of taxes for the six months ended June 30, 2017.

23




Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW AND OUTLOOK
 
Business
 
Lydall, Inc. and its subsidiaries (collectively, 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. Lydall principally conducts its business through four reportable segments: Performance Materials, Technical Nonwovens, Thermal/Acoustical Metals and Thermal/Acoustical Fibers, with sales globally. The Performance Materials segment includes filtration media solutions for air, fluid power, and industrial applications (“Filtration”), air and liquid life science applications (“Life Sciences Filtration”), and thermal insulation solutions for building products, appliances, and energy and industrial markets (“Thermal Insulation”). The Technical Nonwovens ("TNW")consists of Industrial Filtration products that include nonwoven rolled-goods felt media and filter bags used primarily in industrial air and liquid filtration applications as well as Advanced Materials products that include nonwoven rolled-good media that is used in other commercial applications and predominantly serves the geosynthetics, automotive, industrial and medical markets. Advanced Materials products also include automotive rolled-good material for use in the Thermal/Acoustical Fibers segment manufacturing process. Nonwoven filter media is used to satisfy increasing emission control regulations in a wide range of industries, including power, cement, steel, asphalt, incineration, food, and pharmaceutical. The Thermal/Acoustical Metals (“T/A Metals”) segment and Thermal/Acoustical Fibers (“T/A Fibers”) segment offer innovative engineered products to assist in noise and heat abatement within the transportation sector.
 
Second Quarter 2017 Highlights
 
Below are financial highlights comparing Lydall’s quarter ended June 30, 2017 (“Q2 2017”) results to its quarter ended June 30, 2016 (“Q2 2016”) results:
 
Net sales were $174.9 million in Q2 2017, compared to $137.2 million in Q2 2016, an increase of $37.6 million, or 27.4%. The change in consolidated net sales is summarized in the following table:
Components
 
Change in Net Sales
 
Percent Change
   Acquisitions
 
$
32,979

 
24.0
 %
   Parts volume and pricing change
 
8,747

 
6.4
 %
   Change in tooling sales
 
(2,024
)
 
(1.5
)%
   Foreign currency translation
 
(2,058
)
 
(1.5
)%
      Total
 
$
37,644

 
27.4
 %

Increase in consolidated net sales was primarily related to the acquisitions of Texel and Gutsche of 24.0%, which occurred on July 7, 2016 and December 31, 2016, respectively, and are included in the Technical Nonwovens segment. The Company also experienced sales growth of 4.6% of consolidated net sales in the legacy businesses of the Technical Nonwovens segment, including 160 basis points of intercompany sales to the T/A Fibers segment, as well as sales growth of 2.4% of consolidated net sales in the T/A Fibers segment. Partially offsetting this sales growth was a decline of 1.4% and 0.5%, of consolidated net sales in the T/A Metals and Performance Materials segments, respectively. These results included the negative impact of foreign currency translation of $2.1 million, or 1.5%, on consolidated net sales in Q2 2017 compared to Q2 2016.

Gross margin decreased 150 basis points to 24.7% in Q2 2017, compared to 26.2% in Q2 2016. The Technical Nonwovens segment negatively impacted consolidated gross margin by approximately 100 basis points, primarily related to unfavorable mix between legacy and acquisition business gross margins as well as approximately 40 basis points of purchase accounting adjustments relating to inventory step up and restructuring expenses. The Performance Materials segment negatively impacted consolidated gross margin by approximately 60 basis points primarily related to unfavorable mix of product sales, mainly associated with a higher margin termination buy in the second quarter of 2016 in advance of product discontinuance in the second half of 2016. Improvements in gross margin by the T/A Fibers segment primarily due to product mix and fixed costs absorption were partially offset by the T/A Metals segment with a marginal decline in gross margin, primarily related to operating inefficiencies in Europe in Q2 2017 compared to Q2 2016.

24





Operating income was $19.8 million, or 11.3%, of net sales in Q2 2017, compared to $15.5 million, or 11.3% of net sales, in Q2 2016. Operating margin was flat with Q2 2016 as the negative impact of lower gross margins was offset by decreased selling, product development and administrative expenses as a percentage of net sales of 150 basis points.

Operating income for Q2 2017 included $0.9 million of amortization of intangibles from TNW segment acquisitions, $0.5 million of inventory step up from acquisitions in the TNW segment and $0.3 million of TNW restructuring expenses.

Operating income for Q2 2016 included $1.5 million of strategic initiative expenses.

Effective tax rate was 28.7% in Q2 2017 compared to 32.0% in Q2 2016, with the improvement primarily related to a more favorable mix of income in lower taxed jurisdictions during Q2 2017.

Net income was $13.1 million, or $0.76 per diluted share, in Q2 2017, which included $0.02 per share of inventory step-up, $0.02 per share of restructuring expenses and $0.03 per share of negative impact for foreign currency revaluation included in other expense.

Net income was $10.8 million, or $0.63 per diluted share, in Q2 2016, which included $0.07 per share of strategic initiative expenses and $0.02 per share of favorable impact for foreign currency revaluation included in other income.

Liquidity

Cash flows from operations in the first six months of 2017 was $27.8 million compared with $33.4 million in the first six months of 2016, with this reduction primarily driven by increases in working capital, including greater tooling inventory in advance of new product launches together with timing of pension plan contributions and tax payments. Cash was $63.5 million at June 30, 2017, net of $20.0 million paid down on the Company’s domestic credit facility during the 2017, leaving availability of $64.6 million on the facility.

Outlook

Looking forward to the third quarter of 2017, demand is generally stable in the Company's markets across all segments, and the Company expects to deliver marginal organic growth. From a gross margin perspective, mix, including increased low margin tooling sales in advance of new automotive platform launches later in 2017, and select commodity pricing pressures in the Company's Thermal/Acoustical Metals segment are expected to reduce the Company's gross margin. The Company continues to actively implement productivity initiatives and the corrective actions needed to realize further operating improvement in the Thermal/Acoustical Metals segment. Lastly, the Company remains on track with integrating the Texel and Gutsche businesses, and are now moving into the execution phase of the previously disclosed restructuring plan that is expected to reduce operating costs and increase efficiency, in total delivering $5.0 million of run-rate profit improvement by 2019 and important enhancements to the Company’s flexibility and competitive position.

Results of Operations
 
All of the following tabular comparisons, unless otherwise indicated, are for the quarters ended June 30, 2017 (Q2-17) and June 30, 2016 (Q2-16) and the six months ended June 30, 2017 (YTD-17) and June 30, 2016 (YTD-16) .

Net Sales
 
 
Quarter Ended
 
Six Months Ended
In thousands
 
Q2-17
 
Q2-16
 
Percent
Change
 
YTD-17
 
YTD-16
 
Percent
Change
Net sales
 
$
174,879

 
$
137,235

 
27.4
%
 
$
340,366

 
$
266,935

 
27.5
%
 
Net sales for the second quarter of 2017 increased by $37.6 million, or 27.4%, compared to the second quarter of 2016. This increase was primarily related to greater net sales in the Technical Nonwovens segment of $39.3 million, or 28.6% of consolidated net sales, including $33.0 million from the Texel and Gutsche acquisitions, which occurred on July 7, 2016 and December 31, 2016, respectively. There were no Texel or Gutsche sales included in the Technical Nonwovens segment in the second quarter of 2016. The increase in net sales for the Technical Nonwovens segment included the negative impact of foreign currency translation of $1.2 million, or 4.1%, in the second quarter of 2017 compared to the second quarter of 2016. The T/A Fibers segment reported

25




growth in net sales from increased volume of $3.3 million, or 8.3%, in the second quarter of 2017 compared to the second quarter of 2016. These increases to net sales were partially offset by decreases in net sales in the Company's T/A Metals segment of $1.9 million, or 4.1%, including the negative impact of foreign currency translation of $0.6 million, or 1.4%, and a decrease in net sales in the Performance Materials segment of $0.7 million, or 2.2%, in the second quarter of 2017 compared to the second quarter of 2016, including the negative impact of foreign currency translation of $0.3 million, or 0.9%.

Net sales for the six months ended June 30, 2017 increased by $73.4 million, or 27.5%, compared to the six months ended June 30, 2016. This increase was primarily related to greater net sales in the Technical Nonwovens segment of $67.0 million, or 25.1% of consolidated net sales, including $59.2 million from the Texel and Gutsche acquisitions, which occurred on July 7, 2016 and December 31, 2016, respectively. There were no Texel or Gutsche sales included in the Technical Nonwovens segment in the first six months of 2016. The increase in net sales for the Technical Nonwovens segment included the negative impact of foreign currency translation of $2.4 million, or 4.1%, in the first six months 2017 compared to the first six months of 2016. The T/A Fibers segment reported growth in net sales from increased volume of $8.8 million, or 11.6%, in the first six months of 2017 compared to the first six months of 2016, and the Performance Materials segment reported growth in net sales from increased volume of $1.7 million, or 3.0%, including the negative impact of foreign currency translation of $0.6 million, or 1.1%. The T/A Metals segment reported growth in net sales from increased volume of $0.4 million, or 0.5%, in the first six months of 2017 compared to the first six months of 2016, including the negative impact of foreign currency translation of $1.5 million, or 1.7%.

Cost of Sales
 
 
Quarter Ended
 
Six Months Ended
In thousands of dollars
 
Q2-17
 
Q2-16
 
Percent Change
 
YTD-17
 
YTD-16
 
Percent Change
Cost of sales
 
$
131,626

 
$
101,245

 
30.0
%
 
$
256,689

 
$
198,568

 
29.3
%

Cost of sales for the second quarter of 2017 increased by $30.4 million, or 30.0%, compared to the second quarter of 2016. The increase was primarily due to increased sales volumes in the Technical Nonwovens segment, primarily related to the Texel and Gutsche acquisitions and included a $0.5 million purchase accounting adjustment to cost of sales related to inventory step-up, as well as increased sales volumes in the T/A Fibers segment. Also contributing to the increase in cost of sales for the second quarter of 2017 compared to the second quarter of 2016 was increased fixed costs in the T/A Metals and Technical Nonwovens segments, and in the Performance Materials segment, unfavorable mix of product sales. These increases to cost of sales were partially offset by improved mix of products in the T/A Fibers segment. Foreign currency translation lowered cost of sales in the second quarter of 2017 compared to the second quarter of 2016 by $1.8 million, or 1.8%.

Cost of sales for the six months ended June 30, 2017 increased by $58.1 million, or 29.3%, compared to the six months ended June 30, 2016. The increase was primarily due to increased sales volumes in the Technical Nonwovens segment, primarily related to the Texel and Gutsche acquisitions and included a $1.0 million purchase accounting adjustment to cost of sales related to inventory step-up, as well as increases in sales volumes in all other segments. Also contributing to the increase in cost of sales for the first six months of 2017 compared to the first six months of 2016 were increased fixed costs, primarily in the T/A Metals, Performance Materials segments and Technical Nonwovens segments. These increases to cost of sales were partially offset by improved mix of products in the T/A Fibers segment. Foreign currency translation lowered cost of sales in the first six months of 2017 compared to the first six months of 2016 by $3.9 million, or 2.0%.

Gross Profit
 
 
Quarter Ended
 
Six Months Ended
In thousands
 
Q2-17
 
Q2-16
 
Percent
Change
 
YTD-17
 
YTD-16
 
Percent
Change
Gross profit
 
$
43,253

 
$
35,990

 
20.2
%
 
$
83,677

 
$
68,367

 
22.4
%
Gross margin
 
24.7
%
 
26.2
%
 
 
 
24.6
%
 
25.6
%
 
 
 
Gross margin for the second quarter of 2017 was 24.7% compared to 26.2% in the second quarter of 2016. The Technical Nonwovens segment negatively impacted consolidated gross margin by approximately 100 basis points, primarily related to unfavorable mix between legacy and acquisition business gross margins as well as approximately 40 basis points of purchase accounting adjustments relating to inventory step up and restructuring expenses. Additionally, the Performance Materials segment negatively impacted consolidated gross margin by approximately 60 basis points primarily related to unfavorable mix of product sales, mainly associated with a higher margin termination buy in the second quarter of 2016. The T/A Metals segment negatively impacted consolidated gross margin by approximately 20 basis points primarily related to higher variable overhead costs from operating inefficiencies in Europe in the second quarter of 2017 compared to the second quarter of 2016. The T/A Fibers segment favorably impacted

26




consolidated gross margin by approximately 40 basis points, primarily as a result of improved mix of products and favorable absorption of fixed costs in the second quarter of 2017 compared to the second quarter of 2016.

Gross margin for the six months ended June 30, 2017 was 24.6% compared to 25.6% in the six months ended June 30, 2016. The Technical Nonwovens segment negatively impacted consolidated gross margin by approximately 90 basis points, primarily related to unfavorable mix between legacy and acquisition business gross margins as well as approximately 30 basis points of purchase accounting adjustments relating to inventory step up and restructuring expenses. Additionally, the T/A Metals segment negatively impacted consolidated gross margin by approximately 40 basis points primarily related to operating inefficiencies and severance expenses from reduction in force in the first six months of 2017 compared to the first six months of 2016. The Performance Materials segment negatively impacted consolidated gross margin by approximately 20 basis points primarily related to unfavorable absorption of fixed costs in the first six months of 2017 compared to the first six months of 2016. The T/A Fibers segment favorably impacted consolidated gross margin by approximately 40 basis points, primarily as a result of improved mix of products and favorable absorption of fixed costs in the first six months of 2017 compared to the first six months of 2016.

Selling, Product Development and Administrative Expenses
 
 
Quarter Ended
 
Six Months Ended
In thousands
 
Q2-17
 
Q2-16
 
Percent
Change
 
YTD-17
 
YTD-16
 
Percent
Change
Selling, product development and administrative expenses
 
$
23,409

 
$
20,468

 
14.4
%
 
$
48,878

 
$
39,166

 
24.8
%
Percentage of sales
 
13.4
%
 
14.9
%
 
 
 
14.4
%
 
14.7
%
 
 

Selling, product development and administrative expenses for the second quarter of 2017 increased by $2.9 million, or 14.4%, compared to the second quarter of 2016. This increase was primarily related to the Technical Nonwovens segment due to the acquisitions of Texel on July 7, 2016 and Gutsche on December 31, 2016, resulting in $4.6 million of selling, product development and administrative expenses, which included $0.9 million of incremental intangible amortization expense from TNW segment acquisitions. There were no Texel or Gutsche selling, product development and administrative expenses included in the Technical Nonwovens segment in the second quarter of 2016. All other selling, product development and administrative expenses decreased $1.6 million, or 7.9%, in the second quarter of 2017 compared to the second quarter of 2016. This decrease was primarily due to lower strategic initiatives expenses of $1.5 million, decreased severance expenses of $0.6 million and lower bad debt expense of $0.6 million. These decreases were partially offset by increased salaries and benefits of $0.9 million and other administrative expenses of $0.2 million in the second quarter of 2017 compared to the second quarter of 2016.

Selling, product development and administrative expenses for the six months ended June 30, 2017 increased by $9.7 million, or 24.8%, compared to the six months ended June 30, 2016. This increase was primarily related to the Technical Nonwovens segment due to the acquisitions of Texel on July 7, 2016 and Gutsche on December 31, 2016 resulting in $9.0 million of selling, product development and administrative expenses, which included $2.0 million of incremental intangible amortization expense from TNW segment acquisitions. There were no Texel or Gutsche selling, product development and administrative expenses included in the Technical Nonwovens segment in the first six months of 2016. All other selling, product development and administrative expenses increased $0.8 million, or 1.9%, in the first six months of 2017 compared to the first six months of 2016. This increase was primarily due to greater salaries and benefits of $1.8 million, a non-cash long-lived asset impairment charge of $0.8 million, increased information technology expenses of $0.6 million, environmental expenses of $0.2 million and other administrative expenses of $0.3 million in the first six months of 2017 compared to the first six months of 2016. These increases were partially offset by lower strategic initiatives expenses of $1.9 million, decreased severance expenses of $0.5 million and lower bad debt expense of $0.5 million in the first six months of 2017 compared to the first six months of 2016.

Interest Expense
 
 
Quarter Ended
 
Six Months Ended
In thousands
 
Q2-17
 
Q2-16
 
Percent
Change
 
YTD-17
 
YTD-16
 
Percent
Change
Interest expense
 
$
795

 
$
110

 
622.7
%
 
$
1,401

 
$
254

 
451.6
%
Weighted average interest rate
 
2.2
%
 
1.2
%
 
 
 
2.0
%
 
1.4
%
 
 
 
The increase in interest expense for the quarter and six months ended June 30, 2017 compared to the quarter and six months ended June 30, 2016 was due to higher average borrowings outstanding used to finance both the Texel and Gutsche acquisitions on July 7, 2016 and December 31, 2016, respectively, and increased interest rates.


27




Other Income/Expense, net
 
 
Quarter Ended
 
Six Months Ended
In thousands
 
Q2-17
 
Q2-16
 
Dollar Change
 
YTD-17
 
YTD-16
 
Dollar Change
Other expense (income), net
 
$
599

 
$
(499
)
 
1,098

 
$
739

 
$
(666
)
 
1,405


The decrease in other income, net, for the quarter and six months ended June 30, 2017 compared to the quarter and six months ended June 30, 2016 was primarily related to net foreign currency losses recognized with the revaluation of cash, trade payables and receivables and intercompany loans denominated in currencies other than the functional currencies of the Company's subsidiaries.

Income Taxes
 
The Company’s effective tax rate was 28.7% and 32.0% for the quarters ended June 30, 2017 and 2016, and 23.9% and 32.5% for the six months ended June 30, 2017 and 2016, respectively. The difference in the Company’s effective tax rate for the quarter ended June 30, 2017 compared to the quarter ended June 30, 2016 was primarily related to a more favorable mix of income in lower taxed jurisdictions during the second quarter of 2017. The difference in the Company's effective tax rate for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 was primarily related to tax benefits from stock compensation of $1.6 million for the six months ended June 30, 2017 compared to $0.3 million for the six months ended June 30, 2016 and a more favorable mix of income in lower taxed jurisdictions during the six months ended June 30, 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. Within the next 12 months, it is reasonably possible that the Company could conclude certain federal income tax matters through the year ended December 31, 2014. If concluded, it is reasonably possible that net unrecognized benefits of up to $1.5 million may be recognized. 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.



























28




Segment Results
 
The following tables present net sales information for the key product and service groups included within each operating segment as well as other products and services and operating income by segment, for the quarter and six months ended June 30, 2017 compared with the quarter and six months ended June 30, 2016:

Net sales by segment:
 
 
Quarter Ended
In thousands
 
Q2-17
 
Q2-16
 
Dollar Change
Performance Materials Segment:
 
 
 
 
 
 
Filtration
 
$
19,255

 
$
18,657

 
$
598

Thermal Insulation
 
7,407

 
7,214

 
193

Life Sciences Filtration
 
2,639

 
4,095

 
(1,456
)
Performance Materials Segment net sales
 
29,301

 
29,966

 
(665
)
 
 
 
 
 
 
 
Technical Nonwovens Segment (1):
 
 
 
 
 
 
Industrial Filtration
 
36,325

 
20,128

 
16,197

Advanced Materials (2)
 
30,773

 
7,712

 
23,061

Technical Nonwovens net sales
 
67,098

 
27,840

 
39,258

 
 
 
 
 
 
 
Thermal/Acoustical Metals Segment:
 
 
 
 
 
 
Metal parts
 
40,827

 
41,053

 
(226
)
Tooling
 
2,558

 
4,192

 
(1,634
)
Thermal/Acoustical Metals Segment net sales
 
43,385

 
45,245

 
(1,860
)
 
 
 
 
 
 
 
Thermal/Acoustical Fibers Segment:
 
 
 
 
 
 
Fiber parts
 
40,704

 
36,934

 
3,770

Tooling
 
2,795

 
3,234

 
(439
)
Thermal/Acoustical Fibers Segment net sales
 
43,499

 
40,168

 
3,331

     Eliminations and Other (2)
 
(8,404
)
 
(5,984
)
 
(2,420
)
Consolidated Net Sales
 
$
174,879

 
$
137,235

 
$
37,644



29




 
 
Six Months Ended
In thousands
 
YTD-17
 
YTD-16
 
Dollar Change
Performance Materials Segment:
 
 
 
 
 
 
Filtration
 
$
38,100

 
$
35,816

 
$
2,284

Thermal Insulation
 
14,833

 
13,489

 
1,344

Life Sciences Filtration
 
5,119

 
7,044

 
(1,925
)
Performance Materials Segment net sales
 
58,052

 
56,349

 
1,703

 
 
 
 
 
 
 
Technical Nonwovens Segment (1):
 
 
 
 
 
 
Industrial Filtration
 
70,538

 
43,722

 
26,816

Advanced Materials (2)
 
55,478

 
15,325

 
40,153

Technical Nonwovens net sales
 
126,016

 
59,047

 
66,969

 
 
 
 
 
 
 
Thermal/Acoustical Metals Segment:
 
 
 
 
 
 
Metal parts
 
82,521

 
77,836

 
4,685

Tooling
 
5,144

 
9,406

 
(4,262
)
Thermal/Acoustical Metals Segment net sales
 
87,665

 
87,242

 
423

 
 
 
 
 
 
 
Thermal/Acoustical Fibers Segment:
 
 
 
 
 
 
Fiber parts
 
81,691

 
72,611

 
9,080

Tooling
 
3,180

 
3,418

 
(238
)
Thermal/Acoustical Fibers Segment net sales
 
84,871

 
76,029

 
8,842

     Eliminations and Other (2)
 
(16,238
)
 
(11,732
)
 
(4,506
)
Consolidated Net Sales
 
$
340,366

 
$
266,935

 
$
73,431


Operating income by segment:
 
 
Quarter Ended
 
 
Q2-17
 
Q2-16
 
 
In thousands
 
Operating Income
 
Operating Margin %
 
Operating Income
 
Operating Margin %
 
Dollar Change
Performance Materials
 
$
3,864

 
13.2%
 
$
4,681

 
15.6%
 
$
(817
)
Technical Nonwovens (1)
 
6,535

 
9.7%
 
3,219

 
11.6%
 
3,316

Thermal/Acoustical Metals
 
3,174

 
7.3%
 
4,082

 
9.0%
 
(908
)
Thermal/Acoustical Fibers
 
12,157

 
27.9%
 
10,630

 
26.5%
 
1,527

Corporate Office Expenses
 
(5,886
)
 
 
 
(7,090
)
 
 
 
1,204

Consolidated Operating Income
 
$
19,844

 
11.3%
 
$
15,522

 
11.3%
 
$
4,322

 
 
Six Months Ended
 
 
YTD-17
 
YTD-16
 
 
In thousands
 
Operating Income
 
Operating Margin %
 
Operating Income
 
Operating Margin %
 
Dollar Change
Performance Materials
 
$
5,453

 
9.4%
 
$
6,819

 
12.1%
 
$
(1,366
)
Technical Nonwovens (1)
 
11,203

 
8.9%
 
7,145

 
12.1%
 
4,058

Thermal/Acoustical Metals
 
5,617

 
6.4%
 
7,639

 
8.8%
 
(2,022
)
Thermal/Acoustical Fibers
 
24,446

 
28.8%
 
20,954

 
27.6%
 
3,492

Corporate Office Expenses
 
(11,920
)
 
 
 
(13,356
)
 
 
 
1,436

Consolidated Operating Income
 
$
34,799

 
10.2%
 
$
29,201

 
10.9%
 
$
5,598