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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 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 30, 2001
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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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T H E L A M S O N & S E S S I O N S C O.
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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 30, 2001 the Registrant had outstanding 13,773,608 common shares.
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PART I
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
SECOND QUARTER ENDED FIRST HALF ENDED
-------------------------------------- ---------------------------------------
2001 2000 2001 2000
----------------- ---------------- ------------------ -----------------
NET SALES $ 96,751 100.0% $ 91,284 100.0% $ 185,392 100.0% $ 171,639 100.0%
Cost of products sold 79,072 81.7% 64,376 70.5% 151,377 81.7% 123,411 71.9%
-------- -------- --------- ---------
GROSS PROFIT 17,679 18.3% 26,908 29.5% 34,015 18.3% 48,228 28.1%
Operating expenses 13,742 14.2% 15,462 17.0% 26,228 14.1% 28,699 16.7%
-------- -------- --------- ---------
OPERATING INCOME 3,937 4.1% 11,446 12.5% 7,787 4.2% 19,529 11.4%
Interest expense, net 2,582 2.7% 921 1.0% 5,232 2.8% 1,546 0.9%
-------- -------- --------- ---------
INCOME BEFORE INCOME TAXES 1,355 1.4% 10,525 11.5% 2,555 1.4% 17,983 10.5%
Income tax provision 654 0.7% 3,394 3.7% 1,158 0.6% 6,154 3.6%
-------- -------- --------- ---------
NET INCOME $ 701 0.7% $ 7,131 7.8% $ 1,397 0.8% $ 11,829 6.9%
======== ======== ========= =========
BASIC EARNINGS PER COMMON SHARE $ 0.05 $ 0.53 $ 0.10 $ 0.88
======== ======== ========= =========
AVERAGE COMMON SHARES
OUTSTANDING 13,760 13,490 13,738 13,474
======== ======== ========= =========
DILUTED EARNINGS PER COMMON SHARE $ 0.05 $ 0.52 $ 0.10 $ 0.86
======== ======== ========= =========
DILUTED AVERAGE COMMON SHARES
OUTSTANDING 13,975 13,811 14,032 13,704
======== ======== ========= =========
See notes to Consolidated Financial Statements (Unaudited).
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CONSOLIDATED BALANCE SHEETS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands) SECOND SECOND
QUARTER YEAR QUARTER
ENDED ENDED ENDED
--------- --------- ---------
2001 2000 2000
--------- --------- ---------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 823 $ 1,452 $ 5,180
Accounts receivable, net 55,840 56,659 51,517
Inventories, net
Finished goods and work-in-process 49,165 53,283 50,621
Raw materials 6,281 6,290 4,865
--------- --------- ---------
55,446 59,573 55,486
Deferred tax assets 12,844 13,211 12,508
Prepaid expenses and other 4,865 4,011 3,141
--------- --------- ---------
TOTAL CURRENT ASSETS 129,818 134,906 127,832
PROPERTY, PLANT AND EQUIPMENT
Land 3,998 3,998 3,588
Buildings 25,407 24,702 22,323
Machinery and equipment 120,902 116,154 95,398
--------- --------- ---------
150,307 144,854 121,309
Less allowances for depreciation and amortization 83,144 79,557 73,271
--------- --------- ---------
TOTAL NET PROPERTY, PLANT AND EQUIPMENT 67,163 65,297 48,038
GOODWILL 83,864 88,868 2,052
PENSION ASSETS 22,790 21,555 20,300
DEFERRED TAX ASSETS -- -- 4,000
OTHER ASSETS 9,302 9,667 3,207
--------- --------- ---------
TOTAL ASSETS $ 312,937 $ 320,293 $ 205,429
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 29,986 $ 28,572 $ 35,254
Accrued compensation and benefits 6,588 10,034 8,386
Other accrued expenses 18,765 25,499 17,230
Taxes 3,365 4,383 5,495
Current maturities of long-term debt 12,018 8,168 3,938
--------- --------- ---------
TOTAL CURRENT LIABILITIES 70,722 76,656 70,303
LONG-TERM DEBT 128,054 130,276 35,150
POST-RETIREMENT BENEFITS AND OTHER
LONG-TERM LIABILITIES 26,553 27,332 24,657
SHAREHOLDERS' EQUITY
Common shares 1,377 1,369 1,350
Other capital 75,451 74,997 73,904
Retained earnings (deficit) 11,633 10,236 617
Accumulated other comprehensive income (loss) (853) (573) (552)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 87,608 86,029 75,319
--------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 312,937 $ 320,293 $ 205,429
========= ========= =========
See notes to Consolidated Financial Statements (Unaudited).
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CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands)
FIRST HALF ENDED
---------------------------
2001 2000
-------- ---------
OPERATING ACTIVITIES
Net income $ 1,397 $ 11,829
Adjustments to reconcile net income to cash provided
by operating activities:
Depreciation and amortization 8,926 4,859
Deferred income taxes 367 4,242
Net change in working capital accounts:
Accounts receivable (1,277) (10,841)
Inventories 4,127 (12,925)
Prepaid expenses and other (854) 639
Accounts payable, accrued expenses and other current liabilities (5,411) 14,070
Other long-term items (2,287) (3,381)
-------- --------
CASH PROVIDED BY OPERATING ACTIVITIES 4,988 8,492
INVESTING ACTIVITIES
Acquisitions (2,487) --
Net additions to property, plant and equipment (4,991) (4,570)
-------- --------
CASH USED IN INVESTING ACTIVITIES (7,478) (4,570)
FINANCING ACTIVITIES
Net borrowings (payments) under secured credit agreement 2,100 (1,500)
Net changes in long-term borrowings and capital lease obligations (472) (219)
Exercise of stock options 233 253
-------- --------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES 1,861 (1,466)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (629) 2,456
Cash and cash equivalents at beginning of year 1,452 2,724
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 823 $ 5,180
======== ========
See notes to Consolidated Financial Statements (Unaudited).
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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.
NOTE B - INCOME TAXES
The second quarter 2001 income tax provision was calculated based on
management's estimate of the effective tax rate for the year. The difference
between this rate and the applicable statutory tax rate is due to permanent
unfavorable tax treatment of goodwill amortization generated with the 2000
acquisition of Pyramid Industries, Inc. ("Pyramid"). The provision for 2000 is
primarily a non-cash charge.
NOTE C - 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, telecommunications and wire
raceway systems and a broad line of nonmetallic enclosures, outlet boxes and
electrical fittings. Examples of the applications for the products included in
this segment are multi-cell duct systems or 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. The two 2000 acquisitions of Pyramid and Ameriduct
Worldwide, Inc. ("Ameriduct") are included as part of the Carlon segment.
Lamson Home Products - Consumer: The major customers served are home centers and
mass merchandisers for the "do-it-yourself" home repair market. The products
included in this segment are outlet boxes, liquidtight conduit, electrical
fittings, chimes and lighting controls.
PVC Pipe: This business segment supplies electrical, power and communications
conduit to the electrical distribution, telecommunications, consumer and power
utility markets. The 1/2-inch to 6-inch electrical and telecommunications
conduit is made from polyvinylchloride (PVC) and is used to protect wire or
fiber optic cables supporting the infrastructure of our power or
telecommunications systems. In addition, this segment provides closed-profile,
engineered sewer pipe ranging in diameter from 21 inches to 54 inches to various
municipalities and private contractors for drainage systems in new construction
and rehabilitation markets.
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THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE C - BUSINESS SEGMENTS - CONTINUED
(Dollars in thousands)
SECOND QUARTER ENDED FIRST HALF ENDED
---------------------------- ----------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
NET SALES
Carlon $ 50,988 $ 34,465 $ 98,369 $ 64,834
Lamson Home Products 16,608 15,915 29,584 30,895
PVC Pipe 29,155 40,904 57,439 75,910
--------- --------- --------- ---------
$ 96,751 $ 91,284 $ 185,392 $ 171,639
========= ========= ========= =========
OPERATING INCOME (LOSS)
Carlon $ 5,139 $ 6,847 $ 10,193 $ 10,163
Lamson Home Products 1,760 725 2,139 919
PVC Pipe (2,319) 8,534 (3,056) 14,940
Corporate Office (643) (4,660) (1,489) (6,493)
--------- --------- --------- ---------
$ 3,937 $ 11,446 $ 7,787 $ 19,529
========= ========= ========= =========
DEPRECIATION AND AMORTIZATION
Carlon $ 3,032 $ 806 $ 6,064 $ 1,655
Lamson Home Products 639 639 1,227 1,317
PVC Pipe 834 949 1,635 1,887
--------- --------- --------- ---------
$ 4,505 $ 2,394 $ 8,926 $ 4,859
========= ========= ========= =========
Total assets by business segment at June 30, 2001, December 30, 2000 and July 1,
2000.
JUNE 30, DECEMBER 30, JULY 1,
2001 2000 2000
-------- -------- --------
IDENTIFIABLE ASSETS
Carlon $174,319 $184,527 $ 54,308
Lamson Home Products 33,362 31,720 34,198
PVC Pipe 61,641 61,449 69,427
Corporate Office (includes deferred tax and
pension assets) 43,615 42,597 47,496
-------- -------- --------
$312,937 $320,293 $205,429
======== ======== ========
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THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE D - COMPREHENSIVE INCOME
The components of comprehensive income for the second quarter and the first half
of 2001 and 2000 are as follows:
(Dollars in thousands)
SECOND QUARTER ENDED FIRST HALF ENDED
-------------------------- --------------------------
JUNE 30, JULY 1, JUNE 30, JULY 1,
2001 2000 2001 2000
-------- -------- -------- --------
Net income $ 701 $ 7,131 $ 1,397 $ 11,829
Foreign currency translation
adjustments (34) (30) (16) (172)
Income (loss) on derivative
instruments, net of tax 146 -- (264) --
-------- -------- -------- --------
Comprehensive income $ 813 $ 7,101 $ 1,117 $ 11,657
======== ======== ======== ========
The components of accumulated other comprehensive loss, at June 30, 2001,
December 30, 2000 and July 1, 2000 are as follows:
(Dollars in thousands)
JUNE 30, DECEMBER 30, JULY 1,
2001 2000 2000
------- ------------ -------
Foreign currency translation
adjustments $(546) $(530) $(495)
Minimum pension liability adjustment (43) (43) (57)
Accumulated derivative losses (264) -- --
----- ----- -----
Accumulated other comprehensive
loss $(853) $(573) $(552)
===== ===== =====
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THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE E - EARNINGS PER SHARE CALCULATION
The following table sets forth the computation of basic and diluted earnings per
share:
(In thousands, except per share amounts)
SECOND QUARTER ENDED FIRST HALF ENDED
----------------------- -----------------------
2001 2000 2001 2000
------- ------- ------- -------
BASIC EARNINGS-PER-SHARE COMPUTATION
Net Income $ 701 $ 7,131 $ 1,397 $11,829
======= ======= ======= =======
Average Common Shares Outstanding 13,760 13,490 13,738 13,474
======= ======= ======= =======
Basic Earnings Per Share $ 0.05 $ 0.53 $ 0.10 $ 0.88
======= ======= ======= =======
DILUTED EARNINGS-PER-SHARE COMPUTATION
Net Income $ 701 $ 7,131 $ 1,397 $11,829
======= ======= ======= =======
Basic Shares Outstanding 13,760 13,490 13,738 13,474
Stock Options Calculated Under
the Treasury Stock Method 215 321 294 230
------- ------- ------- -------
Total Shares 13,975 13,811 14,032 13,704
======= ======= ======= =======
Diluted Earnings Per Share $ 0.05 $ 0.52 $ 0.10 $ 0.86
======= ======= ======= =======
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THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE F - DERIVATIVES AND HEDGING
Effective as of December 31, 2000, the Company adopted Statement of Financial
Accounting Standards 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 1.125% to 1.875%, respectively. These transactions are
considered cash flow hedges and, thus, the fair market value at the end of the
second quarter of $265,000 (net of tax) loss, has been recognized in other
comprehensive income. 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
$350,000 (net of tax) loss of the fair value of the hedges is classified as
current, with the remaining $85,000 (net of tax) gain classification as
long-term.
The Company has no derivative instruments that are classified as fair value
hedges.
NOTE G - RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill will no longer be amortized but
will be subject to annual impairment tests in accordance with the Statements.
Other intangible assets will continue to be amortized over their useful lives.
The Company will apply the new rules on accounting for goodwill in the first
quarter of 2002. During 2002, the Company will perform the first of the required
impairment tests of goodwill as of December 30, 2001 and has not yet determined
what the effect of these tests will be on the earnings and financial position of
the Company.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales increased by 6.0%, or $5.5 million in the second quarter of 2001
compared to the second quarter of 2000. The Carlon segment net sales grew by
47.9% or $16.5 million in this quarter compared to the prior year period. The
entire increase this quarter is attributable to the effect of acquisitions
completed in late 2000. Excluding these additional sales, the Carlon segment
would have experienced a 3.0% decline in sales during the second quarter 2001
compared to the second quarter of 2000. There has been improvement in this
business segment compared to the first quarter 2001 in the residential and
commercial construction products; however, the contraction in telecommunication
infrastructure spending persists. Lamson Home Products had a net sales increase
of 4.4% or $700 thousand, during the second quarter of 2001 compared to the
second quarter of 2000. Home improvement retailers have resumed replenishment of
their inventories during this quarter, as the consumer activity has remained
steady in this market. Overall sales for the PVC Pipe segment declined 28.7% or
$11.7 million in the second quarter 2001 compared to the same period in the
prior year. Volume in shipments of electrical and telecommunications conduit in
this business segment is up 10% during the second quarter 2001 compared to the
same period in the prior year. However, pricing is off 34% this quarter from the
second quarter 2000. Additionally, sales of engineered sewer pipe are down $1.8
million during the second quarter of 2001 versus the second quarter of 2000.
For the first half of 2001, sales increased by $13.8 million or 8% from the
first half of 2000. The Carlon business segment grew 51.7% or $33.5 million
while both the Lamson Home Products and PVC Pipe segments declined 4.2% ($1.3
million) and 24.3% ($18.5 million), respectively, during the first half of 2001
compared to the same period of 2000. Acquisitions contributed approximately $38
million in sales for the first half of 2001 in the Carlon segment. Sales are off
for the remainder of the business segment by almost 7% during the first half of
2001 due to the general slowdown in the economy and decline in telecom
infrastructure project activity. Lamson Home Products sales were adversely
affected by inventory reduction programs at several of their large home
improvement market customers during the first quarter of 2001, which was offset
by some inventory replenishment demand in the second quarter. On average, PVC
Pipe volume is up 17% from the first half of 2000 while pricing is down by
approximately 30%, which illustrates an oversupply of PVC resin availability
compared to current market demand.
Our gross margin percentage in the second quarter of 2001 declined to 18.3% from
the 29.5% gross margin achieved in the same quarter of 2000. The Carlon business
segment maintained a consistent margin performance compared to the record
quarter of 2000 when excluding the impact of acquisitions. While the additional
HDPE conduit sales from the acquisitions contributed to Carlon's growth, the
resultant margins negatively impacted the overall Carlon gross margin results
due to the low operating rates experienced in the first half, which reflected
the significant reduction in the telecom market activity and general slowness
in the economy overall. Lamson Home Products business segment was able to
expand its gross margin by 1.5 percentage points despite the lower net sales
levels for the six months of 2001. Almost the entire decrease in gross margin
in the second quarter and first half of 2001 compared with 2000 occurred in the
PVC Pipe business segment as the price of conduit dropped 34% while the average
cost of PVC resin was lower by approximately 13% during the second quarter of
2001 versus the same period of 2000. This business segment was also negatively
impacted by increased manufacturing variances as operating rates were lowered
to reduce conduit inventories during the second quarter of 2001.
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Operating income for the second quarter of 2001 totaled $3.9 million or 4.1% of
net sales, which was approximately one-third of the prior year's second quarter
operating income of $11.4 million or 12.5% of net sales. The reduced operating
income is a direct result of the lower gross profit in the current quarter as
operating expenses during the second quarter of 2001 actually were $1.7 million
lower than the second quarter of 2000. Operating expenses as a percent of sales
in the current quarter reflect lower selling and marketing expenses and lower
compensation expense. The second quarter of 2000 experienced higher legal and
other professional expenses. The Carlon business segment incurred about $1.4
million of incremental non-cash charges during the current quarter for the
amortization of intangibles related to the 2000 acquisitions.
Year-to-date operating income is $7.8 million (4.2% of net sales) in 2001
compared to $19.5 million (11.4% of net sales) for the same period in 2000.
Despite an increased sales level in the first half of 2001 and higher
amortization charges, operating expenses were reduced to 14.1% of net sales in
the first half of 2001 versus 16.7% of net sales in the prior year period
primarily due to the reductions in legal costs, compensation expense and
discretionary selling and marketing expenses.
Net interest expense increased significantly compared with the prior year due to
approximately $100 million in debt to fund acquisitions which offset lower
average borrowing rates of 6.6% in the second quarter of 2001 (6.9% in the first
half of 2001) and 7.8% in the second quarter of 2000.
The income tax provision of 45.3% for the first six months of 2001 compares to a
34.2% estimated rate in the first six months of 2000. The increased rate is
caused by the effect of permanent unfavorable tax treatment of goodwill from the
Pyramid acquisition.
The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) was $8.4 million for the second quarter of 2001, and $16.7 million for
the first half of 2001 compared with $13.8 million and $24.4 million for the
respective periods in 2000.
FINANCIAL CONDITION
Working capital reached $59.7 million at the end of the current quarter, which
is $2.2 million greater than last year's second quarter and exceeds year-end
2000 by $1.5 million. The first half of 2001 cash flow remained positive with
the Company generating $5.0 million from operating activities compared to $8.5
million for the first half of 2000. The Company was able to produce these
positive cash flows, in particular, by improving the management of accounts
receivable and inventory despite the decline in net income.
Accounts receivable were $55.8 million at the end of the second quarter of 2001
compared to $56.6 million at year-end 2000. Current accounts receivable,
excluding those associated with the 2000 acquisitions, were also lower than the
$51.5 million outstanding at the end of second quarter 2000 by approximately
$7.5 million. Days sales outstanding were about 52 days this quarter compared
with 48 days in the second quarter 2000 and 53 days at year-end 2000.
At the end of the second quarter 2001 the Company had $55.4 million in
inventory. The inventory level is down $4.1 million or 6.9% from year-end 2000
and is the same inventory level as the second quarter of 2000 despite about
$7.0 million of additional inventory from the acquisitions. The decrease from
year-end 2000 was the result of an across-the-board inventory reduction effort
carried out in the second quarter of 2001 to try to match the softening demand.
The cost per pound of the primary raw material, PVC resin in inventory is
approximately 20% lower at the end of the second quarter 2001 as compared with
the same quarter of 2000 and 6% lower than year-end 2000. Pounds of resin
inventory at June 30, 2001 have also declined by 2% and 4% compared to the end
of second quarter 2000 and year-end 2000, respectively. On an overall basis,
inventory turns were 4.8 times at June 30, 2001 versus 4.1 times at July 1,
2000.
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Accounts payable have increased from year-end 2000 by $1.4 million but are
lower than the prior year second quarter by $5.3 million due to the inventory
reduction program that significantly lowered the purchases of PVC resin in the
second quarter of 2001.
The reduction in accrued expenses during the first half of 2001 reflects revised
expectations for compensation costs and annual customer sales and marketing
programs and, in addition, the Company paid the remaining net purchase price on
the Ameriduct acquisition of approximately $0.5 million and non-compete payments
of $2.0 million to certain of the former shareholders of Pyramid.
Capital expenditures totaled $5.0 million during the first half of 2001,
primarily for PVC, polyethylene and flexible conduit extrusion line capacity and
productivity improvements, the installation of radio-frequency (RF) technology
at the distribution centers and tooling for new product line development. The
Company anticipates spending $9 to $10 million on these projects, enhanced
e-commerce capabilities and additional new product rollouts for the full year
of 2001.
Based on current projected operating results for the year, the Company believes
cash flow from operations and its $194 million secured credit facility provides
adequate financing for general corporate purposes and the planned capital
expenditures. The Company has negotiated an amendment to this credit facility
which resets various covenant levels through 2002 to reflect the lower earning
and growth expectations in the current economic environment. This amendment will
increase the Company's cost of borrowing under this agreement by approximately
50-100 basis points through the term of the amendment.
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.
On June 27, 2001, the Company issued an earnings warning for the second quarter,
which lowered its guidance on sales and diluted earnings-per-share estimates to
a range of $95 million to $100 million, and 3 cents to 8 cents, respectively.
We are encouraged by the stability apparent in housing start data and
expectations of steady spending in residential, commercial and industrial
construction through 2002. The interest rate cuts are also expected to
contribute to a good level of turnover in existing home sales, which support the
home improvement product sales in the Lamson Home Products business segment.
It is extremely difficult to predict the level of telecommunications
infrastructure market spending, which remains weak with no improvement expected
until sometime in the second half of 2002. The Company believes it is well
positioned to serve this market with both PVC and HDPE products as capital
becomes available to the telephone and cable TV companies that will continue
the build-out of the metropolitan rings and provide broadband service to the
home. In addition, we see expanding market opportunities as corporations and
institutions add high-speed networks to their office buildings and campuses.
We believe pricing will continue to be depressed in the PVC Pipe business
through the first quarter of 2002. This is caused by weakening international
economies, particularly in the Pacific Rim, that is causing an over-supply of
the Company's primary raw material, PVC resin, in the domestic market. This
situation will likely result in declining selling prices and raw material
costs.
In summary, we anticipate net sales for the full year 2001 will reach $380 to
$390 million, an increase of 9 to 12 percent over 2000. Based on achieving this
range of net sales, we believe that the Company will be profitable in the third
and fourth quarters of 2001. However, the uncertainty in the timing of the
telecommunications market recovery and the PVC Pipe business conditions
mentioned above prevent us from making more specific projections at this time.
Lamson & Sessions is a leading producer of thermoplastic enclosures, fittings,
wiring outlet boxes and conduit for the electrical, telecommunications,
consumer, power and wastewater markets. For additional information, please visit
our Web site at: www.lamson-sessions.com.
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The above statements contain 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, telecom infrastructure spending, consumer confidence and general
construction trends and (iv) further deterioration in 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 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 court declined to increase the damages with
respect to the willfulness finding. The Company is pursuing a vigorous appeal
and believes it has meritorious positions that will substantially reduce or
eliminate the jury award. If, however, the appeal process is not successful, the
final resolution of the matter could have a material adverse affect on the
Company's financial position, cash flows and results of operations. The date for
the hearing of this appeal is set for September 4, 2001 and it is expected that
there will be a resolution to this matter by the end of the first quarter of
2002.
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.
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 affect on the
Company's financial position, cash flows or results of operations.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 27, 2001, the Company held its Annual Meeting of Shareholders. At the
meeting 12,355,459 Common Shares (90.05% of the Common Shares outstanding) were
voted.
The following directors were elected to Class I and received the votes indicated
next to their names.
CLASS I FOR WITHHELD AUTHORITY
-------------------------- --------- ------------------
James T. Bartlett 9,909,647 2,445,812
Francis H. Beam, Jr. 9,901,947 2,453,512
Martin J. Cleary 8,549,029 3,806,430
William H. Coquillette 9,909,647 2,445,812
An amendment to The Lamson & Sessions Co. 1998 Incentive Equity Plan was
approved; For 8,472,212 Against 3,474,107 Abstain 409,140
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The following twelve amendments to the Company's Code of Regulations were
approved as follows:
Article I, Section 1 - in order to permit the Company to have more flexibility
in the timing of its annual shareholders' meeting; For 12,189,966 Against
125,178 Abstain 40,315
Article I, Section 3 - in order to permit the Company to hold shareholders'
meetings at any place allowed by Ohio law; For 10,764,267 Against 1,550,601
Abstain 40,591
Article I, Section 4 - in order to permit notice of shareholders' meetings to be
given by any means allowed by Ohio law; For 10,759,359 Against 1,559,331 Abstain
36,769
Article I, Section 6 - in order to permit proxies to be voted by any means
allowed by Ohio law; For 12,211,607 Against 104,485 Abstain 39,367
Article I, Section 7 - in order to permit the Company to make its annual
financial statements available to shareholders by any means allowed by Ohio law;
For 10,755,835 Against 1,560,783 Abstain 38,841
Article I, Section 8 - in order to permit the Company to produce a list of
shareholders entitled to vote at the Company's annual shareholders' meetings to
shareholders upon request by any means allowed by Ohio law; For 10,779,572
Against 1,539,610 Abstain 36,277
Article II, Section 6 - in order to permit the Company to have more flexibility
in the business conducted as its Board of Directors' meetings; For 10,733,632
Against 1,575,388 Abstain 46,439
Article II, Section 8 - in order to permit a majority of directors to constitute
a quorum at meetings of the Board of Directors; For 11,122,530 Against 1,094,751
Abstain 42,166
Article II, Section 9 - in order to permit the Company's directors to create
committees of the Board of Directors as allowed by Ohio law; For 10,629,509
Against 1,682,320 Abstain 43,630
Article VI, in order to allow indemnification of the Company's directors and
officers to the full extent permitted by Ohio law; For 10,721,293 Against
1,562,354 Abstain 71,812
Article X, in order to allow amendments to the Company's Regulations adopted at
a meeting of the shareholders without a meeting be distributed to shareholders
by any means permitted by Ohio law; For 10,741,030 Against 1,573,181 Abstain
41,248
Adoption of a new Article XI, in order to clarify that words used in the
Regulations importing any gender include the other gender; For 12,220,891
Against 98,240 Abstain 36,328
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
10(a) First Amendment to the Amended and Restated Credit
Agreement, entered into as of August 1, 2001, among
The Lamson & Sessions Co., the Guarantors party
thereto, the Lenders party thereto and Harris Trust and
Savings Bank, as Administrative Agency for Lenders.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed
for the three months ended June 30, 2001.
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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)
DATE: August 13, 2001 By /s/ James J. Abel
----------- -----------------------------
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
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