SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2002
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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 1-313
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THE LAMSON & SESSIONS CO.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0349210
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
25701 Science Park Drive
Cleveland, Ohio 44122-7313
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(Address of principal executive offices) (Zip Code)
216/464-3400
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(Registrant's telephone number, including area code)
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(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 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 X No
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APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 29, 2002 the Registrant had outstanding 13,777,608 common shares.
PART I
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
SECOND QUARTER ENDED FIRST HALF ENDED
------------------------------------------ -----------------------------------------
2002 2001 2002 2001
-------------------- -------------------- -------------------- -------------------
NET SALES $89,198 100.0% $96,751 100.0% $157,281 100.0% $185,392 100.0%
Cost of products sold 69,699 78.1% 79,072 81.7% 126,303 80.3% 151,377 81.7%
----------- ----------- ----------- -----------
GROSS PROFIT 19,499 21.9% 17,679 18.3% 30,978 19.7% 34,015 18.3%
Operating expenses 12,527 14.1% 13,742 14.2% 22,951 14.6% 27,828 15.0%
Net gain - 0.0% - 0.0% - 0.0% (1,600) -0.9%
----------- ----------- ----------- -----------
OPERATING INCOME 6,972 7.8% 3,937 4.1% 8,027 5.1% 7,787 4.2%
Interest expense, net 2,596 2.9% 2,582 2.7% 5,007 3.2% 5,232 2.8%
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 4,376 4.9% 1,355 1.4% 3,020 1.9% 2,555 1.4%
Income tax provision 1,968 2.2% 654 0.7% 1,368 0.9% 1,158 0.6%
----------- ----------- ----------- -----------
INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 2,408 2.7% 701 0.7% 1,652 1.0% 1,397 0.8%
Cumulative effect of change in accounting
principle, net of income tax of $13,750 - 0.0% - 0.0% (46,250) -29.4% - 0.0%
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 2,408 2.7% $ 701 0.7% $(44,598) -28.4% $ 1,397 0.8%
=========== =========== =========== ===========
BASIC EARNINGS (LOSS) PER COMMON SHARE:
Earnings before cumulative effect of
change in accounting principle $ 0.17 $ 0.05 $ 0.12 $ 0.10
Cumulative effect of change in accounting
principle, net of tax - - (3.36) -
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 0.17 $ 0.05 $ (3.24) $ 0.10
=========== =========== =========== ===========
DILUTED EARNINGS (LOSS) PER COMMON SHARE:
Earnings before cumulative effect of
change in accounting principle $ 0.17 $ 0.05 $ 0.12 $ 0.10
Cumulative effect of change in accounting
principle, net of tax - - (3.36) -
----------- ----------- ----------- -----------
NET EARNINGS (LOSS) $ 0.17 $ 0.05 $ (3.24) $ 0.10
=========== =========== =========== ===========
See notes to Consolidated Financial Statements (Unaudited).
2
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands) SECOND QUARTER SECOND QUARTER
ENDED YEAR ENDED ENDED
-----------------------------------------------
2002 2001 2001
-----------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,733 $ 165 $ 823
Accounts receivable, net of allowances of
$2,701, $2,122 and $2,032, respectively 46,585 39,204 55,840
Inventories, net
Finished goods and work-in-process 30,630 36,623 49,165
Raw materials 3,634 5,460 6,281
--------- --------- ---------
34,264 42,083 55,446
Deferred tax assets 6,500 7,650 12,844
Prepaid expenses and other 4,202 4,983 4,865
--------- --------- ---------
TOTAL CURRENT ASSETS 95,284 94,085 129,818
PROPERTY, PLANT AND EQUIPMENT
Land 3,537 3,537 3,998
Buildings 24,730 24,775 25,407
Machinery and equipment 115,149 116,484 120,902
--------- --------- ---------
143,416 144,796 150,307
Less allowances for depreciation and amortization 88,820 86,925 83,144
--------- --------- ---------
TOTAL NET PROPERTY, PLANT AND EQUIPMENT 54,596 57,871 67,163
GOODWILL 21,666 81,666 83,864
PENSION ASSETS 23,982 24,071 22,790
DEFERRED TAX ASSETS 21,478 7,673 --
OTHER ASSETS 8,317 8,455 9,302
--------- --------- ---------
TOTAL ASSETS $ 225,323 $ 273,821 $ 312,937
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 24,119 $ 21,975 $ 29,986
Accrued compensation and benefits 8,855 7,311 6,588
Other accrued expenses 16,721 17,237 18,765
Taxes 4,415 4,274 3,365
Current maturities of long-term debt 12,112 12,093 12,018
--------- --------- ---------
TOTAL CURRENT LIABILITIES 66,222 62,890 70,722
LONG-TERM DEBT 98,378 104,266 128,054
POST-RETIREMENT BENEFITS AND OTHER
LONG-TERM LIABILITIES 24,210 25,441 26,553
SHAREHOLDERS' EQUITY
Common shares 1,378 1,378 1,377
Other capital 75,499 75,499 75,451
Retained (deficit) earnings (38,205) 6,393 11,633
Accumulated other comprehensive (loss) income (2,159) (2,046) (853)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 36,513 81,224 87,608
--------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 225,323 $ 273,821 $ 312,937
========= ========= =========
See notes to Consolidated Financial Statements (Unaudited).
3
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands)
FIRST HALF ENDED
--------------------------
2002 2001
-------- --------
OPERATING ACTIVITIES
Net (loss) income $(44,598) $ 1,397
Adjustments to reconcile net (loss) income to cash provided
by operating activities:
Cumulative effect of change in accounting principle 46,250 --
Depreciation 5,185 5,860
Amortization 800 3,066
Deferred income taxes 1,177 367
Net change in working capital accounts:
Accounts receivable (7,381) (1,277)
Inventories 7,819 4,127
Prepaid expenses and other 781 (854)
Accounts payable 2,144 1,414
Accrued expenses and other current liabilities 1,221 (6,825)
Other long-term items (1,551) (2,287)
-------- --------
CASH PROVIDED BY OPERATING ACTIVITIES 11,847 4,988
INVESTING ACTIVITIES
Net additions to property, plant and equipment (1,910) (4,991)
Acquisitions and related items (500) (2,487)
-------- --------
CASH USED IN INVESTING ACTIVITIES (2,410) (7,478)
FINANCING ACTIVITIES
Net (payments) borrowings under secured credit agreement (5,500) 2,100
Payment on other long-term borrowings (369) (472)
Exercise of stock options -- 233
-------- --------
CASH (USED) PROVIDED BY FINANCING ACTIVITIES (5,869) 1,861
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,568 (629)
Cash and cash equivalents at beginning of year 165 1,452
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,733 $ 823
======== ========
See notes to Consolidated Financial Statements (Unaudited).
4
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals and changes in accounting
estimates) considered necessary for a fair presentation have been included.
Certain 2001 amounts have been reclassified to conform with 2002
classifications.
NOTE B - GOODWILL AND INTANGIBLE ASSETS
The Company adopted Statement of Financial Accounting Standard (SFAS) No. 142,
"GOODWILL AND OTHER INTANGIBLE ASSETS," on December 30, 2001. Goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to impairment tests at least annually. Other intangible
assets will continue to be amortized over their useful lives.
Pursuant to the adoption of this Standard, Lamson completed a transitional
impairment review for goodwill during the second quarter of 2002 for each of its
reporting units. It was determined that the carrying value of the telecom
reporting unit (component of the Carlon business segment) exceeded its estimated
fair value as determined by utilizing various valuation techniques including
discounted cash flows. Given the indication of a potential impairment, the
Company completed the assessment of the implied fair value of the goodwill for
the telecom reporting unit, which resulted in an impairment loss of $60.0
million ($46.3 million after tax). This transitional impairment loss was
recognized as a cumulative effect of a change in accounting principle as of the
beginning of fiscal 2002. The transitional impairment loss is a one-time,
non-cash charge. No reclasses were required between intangible assets and
goodwill pursuant to the adoption of this Standard. Of the $21.7 million of
goodwill remaining on the balance sheet approximately $20.1 million relates to
the telecom reporting unit in the Carlon business segment and the remainder is
included in the Lamson Home Product business segment.
Prior to the adoption of SFAS No. 142, in fiscal 2002, amortization expense was
recorded for goodwill. For comparison purposes, supplemental net income and
earnings per common share for the second quarter and first half ended 2001 are
provided as follows:
(Dollars in thousands, except per share amounts)
SECOND QUARTER FIRST HALF
ENDED 2001 ENDED 2001
-------------- ----------
Net income as previously reported $ 701 $1,397
Goodwill amortization, net of tax 896 1,803
------ ------
Net income, excluding goodwill amortization $1,597 $3,200
====== ======
Earnings per common share, excluding goodwill amortization
Basic $ 0.12 $ 0.23
Diluted $ 0.11 $ 0.23
5
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE B - GOODWILL AND INTANGIBLE ASSETS - CONTINUED
The Company's other intangible assets and related accumulated amortization is as
follows:
(Dollars in thousands)
NON-COMPETE
AGREEMENTS PATENTS TOTAL
----------- ------- -------
JUNE 29, 2002
Gross $ 6,500 $ 2,150 $ 8,650
Accumulated amortization (2,302) (937) (3,239)
------- ------- -------
Net value $ 4,198 $ 1,213 $ 5,411
DECEMBER 29, 2001
Gross $ 6,500 $ 2,150 $ 8,650
Accumulated amortization (1,652) (788) (2,440)
------- ------- -------
Net value $ 4,848 $ 1,362 $ 6,210
JUNE 30, 2001
Gross $ 6,500 $ 2,150 $ 8,650
Accumulated amortization (1,002) (638) (1,640)
------- ------- -------
Net value $ 5,498 $ 1,512 $ 7,010
All non-compete agreements are included in the Carlon business segment and all
patents are included in the Lamson Home Products business segment. Based on the
current amount of intangible assets subject to amortization, the estimated
amortization expense for each of the five succeeding years would be $1.6
million, $1.6 million, $1.6 million, $1.2 million and $0.2 million for 2002
through 2006, respectively.
NOTE C - INCOME TAXES
The second quarter 2002 income tax provision was calculated based on
management's estimate of the annual effective tax rate of 42% for the year and
the recording of a valuation allowance against certain of the Company's business
tax credits. The provisions for 2002 and 2001 are primarily non-cash charges.
NOTE D - BUSINESS SEGMENTS
The Company's reportable segments are as follows:
CARLON - INDUSTRIAL, RESIDENTIAL, COMMERCIAL, TELECOMMUNICATIONS AND UTILITY
CONSTRUCTION: The major customers served are electrical contractors and
distributors, original equipment manufacturers, electric power utilities, cable
television (CATV), telephone and telecommunications companies. The principal
products sold by this segment include electrical and telecommunications raceway
systems and a broad line of nonmetallic enclosures, electrical outlet boxes and
fittings. Examples of the applications for the products included in this segment
are multi-cell duct systems and High Density Polyethylene (HDPE) conduit
designed to protect underground fiber optic cables, allowing future cabling
expansion and flexible conduit used inside buildings to protect communications
cable.
6
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE D - BUSINESS SEGMENTS - CONTINUED
LAMSON HOME PRODUCTS - CONSUMER: The major customers served are home centers and
mass merchandisers for the "do-it-yourself" home improvement market. The
products included in this segment are electrical outlet boxes, liquidtight
conduit, electrical fittings, chimes and lighting controls.
PVC PIPE: This business segment primarily supplies electrical, power and
communications conduit to the electrical distribution, telecommunications,
consumer and power utility markets. The electrical and telecommunications
conduit is made from polyvinyl chloride (PVC) resin and is used to protect wire
or fiber optic cables supporting the infrastructure of power or
telecommunications systems.
(Dollars in thousands)
SECOND QUARTER ENDED FIRST HALF ENDED
---------------------------- ----------------------------
2002 2001 2002 2001
--------- --------- --------- ---------
NET SALES
Carlon $ 41,937 $ 50,988 $ 76,928 $ 98,369
Lamson Home Products 17,511 16,608 33,803 29,584
PVC Pipe 29,750 29,155 46,550 57,439
--------- --------- --------- ---------
$ 89,198 $ 96,751 $ 157,281 $ 185,392
========= ========= ========= =========
OPERATING INCOME (LOSS)
Carlon $ 5,099 $ 5,139 $ 8,256 $ 10,193
Lamson Home Products 2,541 1,760 4,534 2,139
PVC Pipe 1,257 (2,319) (1,507) (3,056)
Corporate Office (1,925) (643) (3,256) (1,489)
--------- --------- --------- ---------
$ 6,972 $ 3,937 $ 8,027 $ 7,787
========= ========= ========= =========
DEPRECIATION AND AMORTIZATION
Carlon $ 1,895 $ 3,032 $ 3,841 $ 6,064
Lamson Home Products 492 639 1,016 1,227
PVC Pipe 558 834 1,128 1,635
--------- --------- --------- ---------
$ 2,945 $ 4,505 $ 5,985 $ 8,926
========= ========= ========= =========
The second quarter and first half 2002 operating income in the Carlon and Lamson
Home Products business segments exclude the amortization of goodwill whereas the
second quarter and first half 2001 operating income includes the amortization of
goodwill. (See Note B).
The first half 2001 operating loss in the PVC Pipe segment includes a net gain
of $1.6 million from a litigation settlement.
7
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE D - BUSINESS SEGMENTS - CONTINUED
Total assets by business segment at June 29, 2002, December 29, 2001 and June
30, 2001 are as follows:
(Dollars in thousands)
JUNE 29, DECEMBER 29, JUNE 30,
2002 2001 2001
-------- -------- --------
IDENTIFIABLE ASSETS
Carlon $ 92,889 $153,194 $174,319
Lamson Home Products 28,453 28,157 33,362
PVC Pipe 41,179 45,684 61,641
Corporate Office (includes deferred tax and
pension assets) 62,802 46,786 43,615
-------- -------- --------
$225,323 $273,821 $312,937
======== ======== ========
The reduction in Carlon identifiable assets includes the write-off of $60.0
million in goodwill (see Note B) while the Corporate Office assets increased
by the related $13.7 million of deferred tax assets.
NOTE E - COMPREHENSIVE INCOME
The components of comprehensive income (loss) for the second quarter and the
first half of 2002 and 2001 are as follows:
(Dollars in thousands)
SECOND QUARTER ENDED FIRST HALF ENDED
-------------------------- --------------------------
JUNE 29, JUNE 30, JUNE 29, JUNE 30,
2002 2001 2002 2001
-------- -------- -------- --------
Net income (loss) $ 2,408 $ 701 $(44,598) $ 1,397
Foreign currency translation
adjustments 40 (34) 15 (16)
(Loss) income on derivative
instruments, net of tax (454) 146 (128) (264)
-------- -------- -------- --------
Comprehensive income (loss) $ 1,994 $ 813 $(44,711) $ 1,117
======== ======== ======== ========
8
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE E - COMPREHENSIVE INCOME - CONTINUED
The components of accumulated other comprehensive income (loss), at June 29,
2002, December 29, 2001 and June 30, 2001 are as follows:
(Dollars in thousands)
JUNE 29, DECEMBER 29, JUNE 30,
2002 2001 2001
------- ------- -------
Foreign currency translation
adjustments $ (576) $ (591) $ (546)
Minimum pension liability adjustment (421) (421) (43)
Accumulated derivative losses, net of tax (1,162) (1,034) (264)
------- ------- -------
Accumulated other comprehensive
(loss) income $(2,159) $(2,046) $ (853)
======= ======= =======
NOTE F - EARNINGS PER SHARE CALCULATION
The following table sets forth the computation of basic and diluted earnings per
share:
(Dollars in thousands, except per share amounts)
SECOND QUARTER ENDED FIRST HALF ENDED
----------------------- -------------------------
2002 2001 2002 2001
------- ------- -------- -------
BASIC EARNINGS-PER-SHARE COMPUTATION
Net Income (Loss) $ 2,408 $ 701 $(44,598) $ 1,397
======= ======= ======== =======
Average Common Shares Outstanding 13,778 13,760 13,778 13,738
======= ======= ======== =======
Basic Earnings (Loss) Per Share $ 0.17 $ 0.05 $ (3.24) $ 0.10
======= ======= ======== =======
DILUTED EARNINGS-PER-SHARE COMPUTATION
Net Income (Loss) $ 2,408 $ 701 $(44,598) $ 1,397
======= ======= ======== =======
Basic Shares Outstanding 13,778 13,760 13,778 13,738
Stock Options Calculated Under
the Treasury Stock Method 45 215 -- 294
------- ------- -------- -------
Total Shares 13,823 13,975 13,778 14,032
======= ======= ======== =======
Diluted Earnings (Loss) Per Share $ 0.17 $ 0.05 $ (3.24) $ 0.10
======= ======= ======== =======
9
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE F - EARNINGS PER SHARE CALCULATION - CONTINUED
In 2002, the weighted average shares issuable upon the exercise of stock options
were excluded from the computation of the year-to-date diluted earnings per
share due to their antidilutive effect.
NOTE G - DERIVATIVES AND HEDGING
Effective as of the beginning of fiscal 2001, the Company adopted Statement of
Financial Accounting Standard No. (SFAS) 133, "Accounting for Derivative
Instruments and Hedging Activities" which was issued in June 1998 by the
Financial Accounting Standards Board (FASB), as amended by SFAS 137, "Accounting
for Derivative Instruments and Hedging Activities - Deferral of Effective Date
of SFAS 133" and SFAS 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities."
As a result of the adoption of SFAS 133, the Company is required to recognize
all derivative financial instruments as either assets or liabilities at fair
value. Derivative instruments that are not hedges must be adjusted to fair value
through net income. Under the provisions of SFAS 133, changes in the fair value
of derivative instruments that are classified as fair value hedges are offset
against changes in the fair value of the hedged assets, liabilities, or firm
commitments, through net income. Changes in the fair value of derivative
instruments that are classified as cash flow hedges are recognized in other
comprehensive income until such time as the hedged items are recognized in net
income.
The adoption of SFAS 133 did not result in any transition adjustment as the
Company had no derivative instruments outstanding at December 31, 2000. During
the first quarter of 2001, the Company entered into two interest rate swap
agreements for a total notional amount of $58.5 million which effectively fixes
interest rates on its variable rate debt at 5.41% and 5.48% plus the Company's
risk premium of 1.5% to 4.0%, respectively. These transactions are considered
cash flow hedges and, therefore, the fair market value at the end of the second
quarter 2002 of $1,162,000 (net of $743,000 in tax) loss, has been recognized in
other comprehensive income (loss). There is no ineffectiveness on the cash flow
hedges, therefore, all changes in the fair value of these derivatives are
recorded in equity and not included in the current period's income statement.
Approximately $1,430,000 loss on the fair value of the hedges is classified in
current accrued liabilities, with the remaining $475,000 loss classified as a
long-term liability.
The Company has no derivative instruments that are classified as fair value
hedges.
10
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE H - RESTRUCTURING ACTIVITIES
Restructuring liabilities of $83,000 remained at June 29, 2002 related to
announced 2001 restructuring activities. A movement of the various components of
these items are as follows:
(Dollars in thousands)
WORK FORCE
REDUCTION
----------
Liabilities at December 29, 2001 $400
Severance Paid 317
----
Liabilities at June 29, 2002 $ 83
====
The Company currently anticipates that the remaining liabilities will be
extinguished in 2002. In addition, the Company continues to classify one of its
facilities as an asset held for sale.
11
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Net sales decreased by 7.8%, or $7.6 million in the second quarter of 2002
compared with the second quarter of 2001. The Carlon business segment
represents the entire reduction in net sales as it declined by 17.8% or $9.1
million in this quarter compared with the prior-year period. The entire decline
is attributable to the effect of the telecom market collapse since mid-2001,
where telecommunication related sales are down by almost one third. There has
been improvement in this business segment compared with the first half 2001 in
the residential and utility construction projects supporting general electrical
product sales. Lamson Home Products had a net sales increase of 5.4% or $.9
million, during the second quarter of 2002 compared with the second quarter of
2001. Home improvement sales have remained strong, supported by high levels of
existing home sales. Overall sales for the PVC Pipe business segment grew 2.0%
or $.6 million in the second quarter 2002 compared with the same period in the
prior year. Volume in shipments of electrical and telecommunications conduit in
this business segment is up 14.8% during the second quarter 2002 compared with
the same period in the prior year. This volume represents the highest pounds
shipped in a quarter in the last five years and reflects the continued robust
residential construction market and the restocking of some inventory occurring
throughout the distribution channel. Average PVC Pipe pricing is 9.0% lower
this quarter than the second quarter 2001 but has been rising throughout the
quarter as raw material cost increases have been passed on in our selling
prices.
For the first half of 2002, net sales declined by $28.1 million or 15.2% from
the first half of 2001. The Carlon business segment's net sales fell 21.8% or
$21.4 million while the Lamson Home Products segment increased net sales by $4.2
million or 14.3% and the PVC Pipe segment's net sales declined 19.0% or $10.9
million during the first half of 2002 compared with the same period of 2001. Net
sales are lower for the Carlon business segment during the first half of 2002
due entirely to the decline in telecom infrastructure project activity. The
electrical portion of the Carlon segment has rebounded from the first half 2001
as the economy has improved modestly. In the first half of 2001, Lamson Home
Products' sales were adversely affected by inventory reduction programs at
several of their large home improvement market customers, whereas demand in the
same period of 2002 has been steady as the home improvement market was strong.
On average, PVC Pipe shipment volume is down 6.1% from the first half of 2001
while pricing is lower by approximately 12.9%. The first quarter of 2002
reflected very weak demand as customers were not investing in inventories. Only
recently has demand firmed and pricing begun to reflect the tight supply of
resin.
Our gross margin percentage in the second quarter of 2002 increased to 21.9%
from the 18.3% gross margin achieved in the same quarter of 2001, nearly a 20%
improvement. The reduction of telecom product sales in the Carlon business
segment caused a slight decline in its gross margin in the second quarter and
year-to-date 2002 compared with the same periods of 2001. The HDPE conduit
production facilities continued to average under 40% capacity utilization in the
current year down by about 50% from the same periods in 2001. Conversely, Lamson
Home Products was able to expand its gross margin as the higher volume in sales
led to better utilization of our molding facilities and distribution centers.
Finally, the PVC Pipe segment gross margin began to recover in the second
quarter 2002 reflecting higher selling prices and almost an 80% capacity
utilization of the PVC Pipe manufacturing facilities. The improved utilization,
and resulting lowering of unfavorable manufacturing variances, was a direct
result of the significant increases in pipe volume and the consistent reduction
of pipe inventory over the last four quarters.
Operating income for the second quarter of 2002 totaled $7.0 million or 7.8% of
net sales, which showed over 75% improvement from the prior year's second
quarter operating income of $3.9 million or 4.1% of net sales. The increased
operating income is a direct result of the higher gross profit in the current
quarter and the reduction in operating expenses during the quarter from the
elimination of $1.2 million in goodwill amortization no longer allowed under
SFAS No. 142 (see Note B).
12
In addition, operating expenses were favorably impacted by the effect of cost
reductions from acquisition integration and reductions in the Company's salaried
workforce implemented during 2001 and continued control of discretionary
spending, especially travel related items. These favorable items were offset by
higher professional fees incurred in the Company's evaluation of operations and
capital structure and higher bad debt expense driven by the bankruptcy activity
in the telecom market.
Year-to-date operating income is $8.0 million or 5.1% of net sales in 2002
compared with $7.8 million or 4.2% of net sales for the same period in 2001.
Operating expenses during the first half of 2001 included the impact ($1.6
million gain) of a litigation settlement. Excluding this gain and $2.3 million
in goodwill amortization included in the 2001 year-to-date operating expenses,
the Company lowered operating expenses by $2.6 million in the first half of 2002
compared with the first half of 2001. This reduction is reflective of the lower
sales levels in 2002 and the above mentioned items that effected the second
quarter comparisons.
Net interest expense was consistent with the prior year as approximately $30
million in debt has been paid down in the last twelve months which offset higher
average borrowing rates of 7.0% in the second quarter of 2002 (6.8% in the first
half of 2002) and 6.6% in the second quarter of 2001.
The income tax provision of 45.3% for the first six months of 2002 reflects an
estimated tax rate of 42.0% and an increase in the deferred tax valuation
allowance against certain of the Company's general business tax credits and
compares to a 45.3% estimated rate in the first six months of 2001.
During the second quarter of 2002, the Company completed the transitional review
for goodwill impairments required under SFAS No. 142 "GOODWILL AND OTHER
INTANGIBLE ASSETS". The review indicated that goodwill recorded in the telecom
reporting unit of the Carlon business segment was impaired as of the beginning
of fiscal 2002. Accordingly, the Company measured and recognized a transitional
goodwill impairment loss of $60.0 million ($46.3 million after tax). This has
been recorded as a cumulative effect of a change in accounting principle in the
statement of operations.
The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) was $9.9 million for the second quarter of 2002, and $14.0 million for
the first half of 2002 compared with $8.4 million and $16.7 million for the
respective periods in 2001.
FINANCIAL CONDITION
Working capital was $29.2 million at the end of the quarter, a reduction of
$30.5 million from last year's second quarter, and down $2 million from the
year-end 2001 level. With improved operating results and working capital
management the Company generated $11.8 million in cash from operating activities
during the first half of 2002.
Accounts receivable were $46.6 million at the end of the first half of 2002.
This represents a decline of 17%, or $9.3 million, from the prior year first
half. Days sales outstanding were approximately 48.2 days in the second quarter
of 2002 compared with 54.9 days in the second quarter 2001. This is primarily a
result of the collection of several delinquent telecommunications accounts
outstanding in the prior year and more rigorous credit reviews of current
accounts.
At the end of the second quarter of 2002, the Company had approximately $34.3
million in inventory, down $7.8 million, or 18.6%, from year-end 2001 and $21.2
million, or 38.2%, from the second quarter of 2001. The cost per pound of the
primary raw material, PVC resin, in inventory is approximately 2.6% lower at
the end of the second quarter 2002 compared with the same quarter of 2001 and
18.5% higher than the year-end 2001. However, pounds of PVC resin in inventory
at June 29, 2002 were 35.1% lower than year-end and 36.5% less than June 30,
2001. On an overall basis, inventory turns improved to 6.8 times at June 29,
2002 from 4.8 times at June 30, 2001.
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Accounts payable have increased by $2.1 million from year-end 2001 despite
inventory reductions as operating activity has increased significantly during
the second quarter. Current period payables are $5.9 million less than the prior
year second quarter primarily from lower inventory and continued spending
controls.
Accruals were $1 million higher at the end of the first half of 2002 compared
with year-end 2001 as increased compensation and professional service related
accruals were offset by the pay down of routine annual customer sales and
marketing programs.
Capital expenditures totaled $1.9 million for the first half of 2002 primarily
to support production improvements, cost savings' initiatives and tooling for
new product line development. The Company plans to spend up to $8 million on
baseline plant and equipment upgrades, enhanced business capabilities and
anticipated new product introductions during 2002.
Since the first half of 2002 the Company has reduced its outstanding debt by
approximately $6 million, its lowest level since the two acquisitions were
completed in the second half of 2000. Based on current projected operating
results for the year, the Company believes cash flow from operations and its
secured credit facility provide adequate financing for general corporate
purposes and the planned capital expenditures.
The Company continues to evaluate changes to its capital structure in order to
ensure an appropriate degree of financial flexibility.
SIGNIFICANT ACCOUNTING POLICIES AND MANAGEMENT JUDGMENTS
Inherent in the Company's results of operations are certain estimates,
assumptions and judgments including reserves against accounts receivable for
doubtful collections, inventory costing and valuation allowances and an assumed
rate of return on invested pension assets. The Company maintains allowances
against accounts receivable and inventory obsolescence and valuation reserves
that are reasonable and that are based on the Company's historical experience
and current expectations for future performance of operations.
A sudden and prolonged deterioration in the economy could adversely affect the
Company's customers (especially related to the telecom or retail market)
requiring the Company to increase its allowances for doubtful accounts. A sudden
or unexpected decline in PVC resin costs coupled with a slow down in sales
volume could result in write downs of inventory valuations. If such adverse
conditions would occur, the Company cannot readily predict the effect on its
financial condition or results of operations as any such effect depends on both
future results of operations and the magnitude and timing of the adverse
conditions.
Because of the Company's policy of amortizing unrecognized gains or losses in
accordance with SFAS No. 87, the Company does not believe that a sudden
deterioration in market trends will have a significant impact in the near term
on the reported pension income (expense) included in the Company's results of
operations. A substantial decline in pension assets may increase the
contribution level required for the Company's pension plans to remain fully
funded.
Management also makes judgments and estimates in recording liabilities for
environmental cleanup and litigation. Liabilities for environmental remediation
are subject to change because of matters such as changes in laws, regulations
and their interpretation; the determination of additional information on the
extent and nature of site contamination; and improvements in technology.
Likewise, actual litigation costs can vary from estimates based on the facts and
circumstance and application of laws in individual cases.
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As of June 29, 2002, the Company had approximately $28.1 million of net deferred
tax assets primarily related to loss carryforwards that expire through 2021 and
other timing differences. The realization of these net assets is based primarily
upon estimates of future taxable income. Current expectations of operating
results are sufficient to sustain realization of these net assets. However,
should taxable income estimates for the carryforward period be significantly
reduced, the full realization of net deferred tax assets may not occur.
OUTLOOK
The following paragraphs contain forward-looking comments. The comments are
subject to, and the actual future results may be impacted by, the cautionary
limitations and factors outlined in the following narrative comments.
The continuing strength of the residential and utility construction and home
improvement markets in the second quarter of 2002 provided the Company with a
much stronger operating performance level than the first quarter of 2002. We
currently anticipate that the general economic trends will continue in the third
quarter with seasonal softening in the fourth quarter of 2002.
We continue to expect that the reduced capital spending levels experienced in
the first half in the industrial and commercial construction markets will be
relatively unchanged in the second half of 2002. Cost increases on PVC resin
were consistently announced and realized in the second quarter. There are
announcements of further increases present in the market currently and if demand
holds up, it is likely that they will be successful. In turn, we will try to
pass these cost increases on in our PVC Pipe selling prices as we have done in
the last few months. This will be a key element in maintaining our current
earnings momentum.
In the telecommunications infrastructure market we anticipated that the first
half of 2002 would be worse than the second half of 2001 and, unfortunately, so
far it has proven to be just that. Throughout the first half of 2002, we saw a
steady stream of lower capital spending projections for this market. Numerous
fiber optic cable and telecommunications equipment companies have lowered their
revenue projections for 2002. Our expectations that the beginning of the
recovery in the telecommunications infrastructure market will not begin before
the fourth quarter of 2002 have changed. Based on the various announcements
relating to the telecommunications industry in the past few months, we have
concluded that we will not begin to see any substantive improvement in this
market until late 2003 or early 2004.
We are concentrating on cash management opportunities to further reduce our debt
and leverage. We anticipate additional progress on inventory turns and expect to
restrain capital spending through the end of the year.
While the overall economic data indicates a recovery is underway, the industrial
and commercial construction markets remain very soft and we do not anticipate
any significant change to occur in the second half. Consumer spending and
consumer confidence remain positive overall which should help to sustain the
residential construction and home improvement markets.
At this time, we believe that the third quarter will not change significantly
from the second quarter performance overall. Any sales growth will be nominal
and diluted earnings per share will probably be in the 12 to 15 cent range if
current order levels continue. If this projection is realized, the fourth
quarter will likely be profitable but at seasonally lower demand levels. The
diluted earnings per share could range from 3 to 5 cents in the fourth quarter.
We expect to generate operating cash flow consistent with the first half which
would result in further debt reduction and lower debt to EBITDA leverage. The
Company continues to review possible changes in its capital structure to ensure
that appropriate financial flexibility is maintained.
15
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains expectations that are forward-looking statements that
involve risks and uncertainties within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
expected as a result of a variety of factors, such as: (i) the volatility of
resin pricing, (ii) the ability of the Company to pass through raw material cost
increases to its customers, (iii) maintaining a stable level of housing starts,
telecommunications infrastructure spending, consumer confidence and general
construction trends, and (iv) any adverse change in the recovery trend of the
country's general economic condition affecting the markets for the Company's
products.
PART II
ITEM 1 - LEGAL PROCEEDINGS
On September 23, 1999, the Company announced that a United States District Court
jury in the Northern District of Illinois found that the Company willfully
infringed on a patent held by Intermatic Incorporated ("Intermatic") of Spring
Grove, Illinois, relating to the design of an in-use weatherproof electrical
outlet cover, and awarded Intermatic $12.5 million in damages plus pre-judgment
interest of approximately $1.5 million. The Company pursued a vigorous appeal
and on December 17, 2001 the United States Court of Appeals ruled that, as a
matter of law, Lamson & Sessions' products did not infringe Intermatic's patent
and that the Company has no liability to Intermatic. The trial jury's earlier
verdict in favor of Intermatic in the amount of $12.5 million, plus pre-judgment
and post-judgment interest estimated to be in excess of $3 million, was
reversed. Intermatic filed for a rehearing of the ruling to the Court of Appeals
en banc, which was denied. Intermatic has informed the Company that it has filed
a petition for certiorari with the United States Supreme Court.
During the first quarter of 2001, the Company settled its litigation against PW
Eagle and received a payment of $2.05 million, representing a partial recovery
of costs incurred in current and previous quarters, arising out of the failed
sale of the PVC Pipe segment in 1999 and resulted in a net gain of $1.6 million.
The Company is also a party to various other claims and matters of litigation
incidental to the normal course of its business. Management believes that the
final resolution of these matters will not have a material adverse effect on the
Company's financial position, cash flows or results of operations.
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ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 26, 2002, the Company held its Annual Meeting of Shareholders. At the
meeting 12,763,272 Common Shares (92.64% of the Common Shares outstanding) were
voted.
The following directors were elected to Class III and received the votes
indicated next to their names.
CLASS III FOR WITHHELD AUTHORITY
----------------------------- -------------- ------------------
James J. Abel 12,629,460 133,812
A. Malachi Mixon, III 12,629,968 133,304
John B. Schulze 12,614,920 148,352
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K. There were no reports on Form 8-K filed
for the three months ended June 29, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE LAMSON & SESSIONS CO.
-------------------------
(Registrant)
July 31, 2002 By /s/ James J. Abel
------------------------------------------
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
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