SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002
COMMISSION FILE NUMBER 1-313
THE LAMSON & SESSIONS CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OHIO 34-0349210
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
25701 SCIENCE PARK DRIVE, CLEVELAND, OHIO 44122
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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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON SHARES, WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The aggregate market value of the voting stock held as of June 28, 2002
(the last trading day of the Company's fiscal 2002 second quarter) by non-
affiliates of the Registrant was $46,708,623, based on the close price of
$3.90 on the New York Stock Exchange.
As of February 7, 2003 the Registrant had outstanding 13,777,608 common shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 30, 2003 are incorporated by reference into
Part III of this report.
THE LAMSON & SESSIONS CO.
INDEX TO
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 28, 2002
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to Security Holders
PART II
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 7(a). Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Controls and Procedures
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
2
PART I
ITEM 1. BUSINESS
The Lamson & Sessions Co., an Ohio corporation, (the "Company" or "Lamson &
Sessions"), founded in 1866, is a diversified manufacturer and distributor of a
broad line of thermoplastic electrical, consumer, telecommunications and
engineered sewer products for major domestic markets. The markets for
thermoplastic electrical conduit, related fittings and accessories, wiring
devices and sewer pipe include: the construction, utility and telecommunications
industries, municipalities, other government agencies, and contractors; and
"do-it-yourself" home remodelers.
PRINCIPAL PRODUCTS AND MARKETS
The Company is engaged in the manufacture and distribution of a broad line of
thermoplastic electrical, telecommunications and engineered sewer products. In
addition, the Company distributes a wide variety of consumer electrical wiring
devices, home security devices, wireless electrical and other wireless products.
All of the Company's thermoplastic electrical products compete with and serve as
substitutes for similar metallic products. The Company's thermoplastic
electrical products offer several advantages over these other products.
Specifically, nonmetallic electrical and telecommunications conduit and related
fittings and accessories are generally less expensive, lighter and easier to
install than metallic products. They do not rust, corrode or conduct
electricity. Thermoplastics, either polyvinyl chloride (PVC) or high density
polyethylene (HDPE), are the materials of choice to protect fiber optic cable.
Three business segments are served, each of which has unique product and
marketing requirements. These markets are:
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 HDPE conduit designed to protect underground
fiber optic cables, allowing future cabling expansion and flexible conduit used
inside buildings to protect communications cable.
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, door 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 PVC resin and is used to protect wire
or fiber optic cables supporting the infrastructure of power or
telecommunications systems.
A breakdown of net sales as a percent of total net sales by major business
segment for 2002, 2001 and 2000, is as follows:
(Dollars in thousands)
2002 2001 2000
--------------------- ---------------------- -------------------
Carlon $149,037 47% $188,161 53% $142,979 41%
Lamson Home Products 71,486 23% 62,128 18% 63,351 18%
PVC Pipe 93,952 30% 102,383 29% 142,403 41%
-------- -------- -------- -------- -------- --------
$314,475 100% $352,672 100% $348,733 100%
======== ======== ======== ======== ======== ========
See discussion of segment products in Note M of financial statements.
3
COMPETITION
Each of the three segments in which the Company presently operates is highly
competitive based on service, price and quality. Most of the competitors are
either national or smaller regional manufacturers who compete with limited
product offerings. Unlike a majority of the Company's competitors, the Company
manufactures a broad line of thermoplastic products, complementary fittings and
accessories. The Company believes that with its products and investment in
information technology infrastructure, it will continue to compete favorably.
However, certain of the Company's competitors have greater financial resources
than the Company which occasionally can adversely affect the Company through
price competition strategies in selected products and markets.
DISTRIBUTION
The Company distributes its products through a nationwide network of more than
100 manufacturers' representatives and a direct field sales force of
approximately 17.
RAW MATERIALS
The Company is a large purchaser of pipe grade PVC and HDPE resins. The Company
has entered into supply contracts for PVC which should stabilize its
availability for the next several years. HDPE is purchased by the Company from
various sources and is readily available.
PATENTS AND TRADEMARKS
The Company owns various patents, patent applications, licenses, trademarks and
trademark applications relating to its products and processes. While the Company
considers that, in the aggregate, its patents, licenses and trademarks are of
importance in the operation of its business, it does not consider that any
individual patent, license or trademark, or any technically related group, is of
such importance that termination would materially affect its business.
SEASONAL FACTORS
Two of the Company's three business segments experience moderate seasonality
caused principally by a decrease in construction activity during the winter
months. They are subject also to the economic cycles affecting the residential,
commercial, industrial and telecommunications construction markets. The
Company's consumer products business segment is affected by existing home sales,
consumer spending and consumer confidence.
MAJOR CUSTOMERS
Sales to Affiliated Distributors, a cooperative buying group reported within the
Carlon and PVC Pipe segments not otherwise affiliated with the Company, totaled
approximately 15.0% of consolidated net sales in 2002, 14.0% of consolidated net
sales in 2001, and 17.0% of consolidated net sales in 2000. Sales to Home Depot,
a customer reported within the Lamson Home Products segment not otherwise
affiliated with the Company, totaled approximately 10.0% of consolidated net
sales in 2002, prior to that they were less than 10.0% of consolidated net
sales.
BACKLOG
In the Company's three business segments, the order-to-delivery cycle ranges
from several days to a few weeks. Therefore, the measurement of backlog is not a
significant factor in the evaluation of the Company's prospects.
RESEARCH AND DEVELOPMENT
The Company is engaged in product development programs, which concentrate on
identifying, creating and introducing innovative applications for thermoplastic
and wireless electrical products. The Company maintains a material testing lab
and development center in its Cleveland, Ohio headquarters to facilitate this
effort and improve manufacturing processes. The Company's research and
development expenditures totaled $2.2 million, $2.8 million and $3.3 million in
2002, 2001 and 2000, respectively.
ENVIRONMENTAL REGULATIONS
The Company believes that its current operations and its use of property, plant
and equipment conform in all material respects to applicable environmental laws
and regulations presently in effect. The Company has facilities at numerous
geographic locations, which are subject to a range of federal, state and local
environmental laws and regulations. Compliance with these laws has, and will,
require expenditures on a continuing basis.
4
ASSOCIATES At December 28, 2002, the Company had 1,116 associates, 929 of whom
were employed at the Company's manufacturing facilities and distribution
centers. The remainder of associates were primarily employed at the Company's
corporate headquarters.
FOREIGN OPERATIONS
The net sales, operating earnings and assets employed outside the United States
are not significant. Export sales were approximately 3.0% of consolidated net
sales in 2002, and 2.0% of consolidated net sales in 2001 and 2000, and were
made principally to customers in Canada.
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, amendments to those reports and other information
with the Securities and Exchange Commission. The public can obtain copies of
these materials by visiting the SEC's Public Reference Room at 450 Fifth Street,
NW, Washington, DC 20549, by calling the SEC at 1-800-SEC-0330 or by accessing
the SEC's website at http://www.sec.gov. In addition, as soon as reasonably
practicable, after such materials are filed with or furnished to the SEC, the
Company makes copies available to the public free of charge on or through its
website at http://www.lamson-sessions.com.
ITEM 2. PROPERTIES
The Company owns (O) or leases (L) manufacturing and distribution facilities,
which are suitable and adequate for the production and marketing of its
products. The Company owns executive and administrative offices, which are
located in Cleveland, Ohio, and occupy 68,000 square feet in a suburban office
complex. An additional 22,000 square feet of warehouse space was added to the
lease of the Woodland Distribution Center, on approximately November 15, 2002.
The following is a list of the Company's manufacturing and distribution center
locations:
APPROXIMATE
MANUFACTURING FACILITIES SQUARE FEET
------------------------- -----------
Woodland, California (O) 66,000
High Springs, Florida (O) 110,000
Tennille, Georgia (O) 41,000
Clinton, Iowa (O) 124,000
Mountain Grove, Missouri (O) 36,000
Bowling Green, Ohio (O) 67,000
Oklahoma City, Oklahoma (O) 172,000
Nazareth, Pennsylvania (O) 59,000
Erie, Pennsylvania (L) 56,000
Cranesville, Pennsylvania (L) 10,000
Pasadena, Texas (O) 52,000
DISTRIBUTION CENTERS
--------------------
Columbia, South Carolina (L) 350,000
Woodland, California (L) 127,000
Fort Myers, Florida (O) 4,000
The above manufacturing facilities were operated at approximately 61.0% of their
productive capacity during 2002.
ITEM 3. 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 then filed a petition for certiorari with
the United States Supreme Court. The United States Supreme Court has reversed
the decision of the Court of Appeals and remanded the case back to it. The Court
of Appeals has requested additional briefs be submitted by February 21, 2003.
5
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, which resulted in a net gain of $1.6
million in 2001.
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.
ITEM 4. SUBMISSION OF MATTERS TO SECURITY HOLDERS
None.
6
EXECUTIVE OFFICERS OF THE REGISTRANT
JOHN B. SCHULZE DONALD A. GUTIERREZ
Chairman, President and Chief Executive Officer Senior Vice President
Executive Officer since January 1988. Age 65. Executive Officer since February 26, 1998. Senior Vice
President since February 21, 2001. Vice President, Carlon
since March 1998. Age 45.
JAMES J. ABEL CHARLES W. HENNON
Executive Vice President, Secretary, Treasurer and Chief Vice President
Financial Officer
Executive Officer since February 25, 1999. Vice President
Executive Officer since December 1990. Age 56. and Chief Information Officer since April 1998. Manager,
Business Support Services with Ferro Corporation, 1993 -
April 1998. Age 57.
NORMAN E. AMOS LORI L. SPENCER
Vice President Vice President
Executive Officer since February 21, 2001. Vice President Executive Officer since February 27, 1997. Vice
Supply Chain Management since August 1, 2000. Manager, President and Controller since August 1997. Age 43.
Transportation and Logistics with Xerox Corporation July 1995 -
July 2000. Age 57.
ALBERT J. CATANI, II NORMAN P. SUTTERER
Vice President Senior Vice President
Executive Officer since February 27, 1997. Vice President, Executive Officer since February 29, 1996. Senior Vice
Manufacturing since August 1995. Age 55. President since February 18, 2003. Vice President, Lamson
Home Products since March 1998. Age 53.
EILEEN E. CLANCY
Vice President
Executive Officer since January 2, 2002. Vice President, Human
Resources since January 2, 2002. Director of Human Resource
Development, December 1995 - December 2001. Age 52.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Company's Common Stock is traded on the New York Stock Exchange and the
Pacific Stock Exchange. High and low sales prices for the Common Stock are
included in Note O to the Consolidated Financial Statements. No dividends were
paid in 2002, 2001 or 2000. The approximate number of shareholders of record of
the Company's Common Stock at December 28, 2002 was 1,305.
7
ITEM 6. -- SELECTED FINANCIAL DATA
FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY
FISCAL YEARS ENDED
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(Dollars in thousands except per share data, shareholders,
associates and percentages) 2002 2001 2000 1999 1998
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OPERATIONS:
NET SALES $ 314,475 $ 352,672 $ 348,733 $ 291,381 $ 270,914
Cost of products sold 252,499 291,272 260,114 229,981 214,410
GROSS PROFIT 61,976 61,400 88,619 61,400 56,504
Operating expenses (1) 43,467 52,962 54,132 48,054 47,584
Net gain -- (4,550) -- -- --
Restructuring and impairment charge -- 6,805 -- -- --
OPERATING INCOME 18,509 6,183 34,487 13,346 8,920
Interest expense, net 9,583 11,626 4,539 3,558 4,341
INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 8,926 (5,443) 29,948 9,788 4,579
Income tax provision (benefit) 3,900 (1,600) 8,500 (9,000) (2,100)
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 5,026 (3,843) 21,448 18,788 6,679
Net cumulative effect of change in accounting principle (46,250) -- -- -- --
NET (LOSS) INCOME (41,224) (3,843) 21,448 18,788 6,679
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YEAR-END FINANCIAL POSITION:
Current Assets $ 84,764 $ 94,085 $ 134,906 $ 94,704 $ 83,975
Other Assets 77,192 121,865 120,090 40,522 25,957
Property, Plant and Equipment 51,749 57,871 65,297 48,093 50,735
Total Assets 213,705 273,821 320,293 183,319 160,667
Current Liabilities 64,112 62,890 76,656 56,223 47,278
Long-Term Debt 84,350 104,266 130,276 36,919 40,807
Other Long-Term Liabilities 29,067 25,441 27,332 26,808 28,451
Shareholders' Equity 36,176 81,224 86,029 63,369 44,131
Working Capital 20,652 31,195 58,250 38,481 36,697
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STATISTICAL INFORMATION:
Average number of dilutive common shares outstanding 13,778 13,757 13,989 13,482 13,488
Number of shareholders of record 1,305 1,336 1,377 1,558 1,687
Number of associates 1,116 1,115 1,345 963 983
Book value per share $ 2.63 $ 5.90 $ 6.15 $ 4.70 $ 3.27
Market price per share $ 3.40 $ 5.24 $ 10.50 $ 4.88 $ 5.13
Market capitalization $ 46,844 $ 72,195 $ 143,819 $ 65,584 $ 68,903
Gross margin as a % of net sales 19.7% 17.4% 25.4% 21.1% 20.9%
Operating expenses as a % of net sales 13.8% 15.0% 15.5% 16.5% 17.6%
Operating margin as a % of net sales 5.9% 1.8% 9.9% 4.6% 3.3%
Operating Cash Flow $ 26,520 $ 30,076 $ 27,521 $ 12,198 $ 8,721
Operating cash flow as a % of total debt 27.6% 25.8% 19.9% 29.9% 19.5%
Capital Expenditures $ 3,952 $ 7,980 $ 11,085 $ 7,563 $ 4,546
EBITDA (earnings before interest, taxes, depreciation and
amortization) (2) $ 30,182 $ 24,202 $ 45,716 $ 23,482 $ 18,877
EBITDA Margin 9.6% 6.9% 13.1% 8.1% 7.0%
Return on average equity (70.2%) (4.6%) 28.7% 35.0% 16.5%
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BASIC (LOSS) EARNINGS PER COMMON SHARE:
Earnings (Loss) before change in accounting principle $ 0.36 $ (0.28) $ 1.58 $ 1.40 $ 0.50
Cumulative effect of change in accounting principle,
net of tax (3.36) -- -- -- --
NET (LOSS) EARNINGS $ (2.99) $ (0.28) $ 1.58 $ 1.40 $ 0.50
DILUTED (LOSS) EARNINGS PER COMMON SHARE:
Earnings (Loss) before change in accounting principle $ 0.36 $ (0.28) $ 1.53 $ 1.39 $ 0.50
Cumulative effect of change in accounting principle,
net of tax (3.36) -- -- -- --
NET (LOSS) EARNINGS $ (2.99) $ (0.28) $ 1.53 $ 1.39 $ 0.50
(1) In 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible
Assets," which eliminated the amortization of goodwill. Operating expenses
in 2001, 2000, 1999 and 1998 include $4,605, $971, $313 and $299 in
goodwill amortization, respectively.
(2) EBITDA is a calculation used by management to measure operating performance
and is defined as operating income plus depreciation and amortization.
EBITDA is not a recognized term under accounting principles generally
accepted in the United States and does not purport to be an alternative to
operating income or to cash flows from operating activities as a measure of
liquidity.
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
DISCUSSION OF THE CONSOLIDATED STATEMENTS OF OPERATIONS
THE CONSOLIDATED STATEMENTS OF OPERATIONS present Lamson & Sessions' operating
performance over the last three years.
RESULTS OF OPERATIONS
Net sales declined in 2002 by $38.2 million or 10.8% compared with 2001. The
greatest reduction was experienced in the Carlon business segment, as net sales
were $39.1 million or 20.8% lower in 2002 compared with 2001. Almost the entire
shortfall was due to the significant decline of over 30.0% in telecommunications
infrastructure related sales. The electrical product sales in this segment
declined only nominally in 2002 from 2001 as strong residential and utility
markets offset declines in commercial and industrial construction. Favorable
existing home sales activity, driven by low interest rates, the introduction of
innovative new products and the expansion of market share with its largest
customers all led to the $9.4 million increase in net sales in the Lamson Home
Products business segment. This represents a 15.1% improvement over the $62.1
million in net sales in 2001.Overall, net sales for the PVC Pipe business
segment fell by $8.4 million or 8.2% to $94.0 million in 2002 compared with
$102.4 million in 2001. Pipe volume shipped in 2002 was 7.7% lower than 2001
while average pricing for the current year was approximately the same as the
prior year. The volume decline primarily reflects the soft market conditions for
both telecommunications and commercial construction projects.
Net sales increased by 1.1% or $3.9 million in 2001 compared with 2000. Overall,
Carlon experienced a growth rate of 31.6% or $45.2 million for the year 2001
over 2000. Incremental HDPE conduit sales totaled approximately $53.0 million
primarily from the Pyramid and Ameriduct acquisitions, which were completed in
the latter part of 2000. The remainder of Carlon's product sales declined from
2000 levels by approximately 6.3%. This decrease was caused by a general
economic slowdown, which persisted throughout the year, and continued
contraction in telecommunications infrastructure capital spending. Lamson Home
Products had a net sales decline of $1.2 million, or 1.9%, in 2001 compared with
2000, as home improvement retailers reduced their inventories during the year in
response to softness in sales and inconsistent consumer confidence levels.
Lastly, the PVC Pipe business segment net sales dropped 28.1%, or $40.0 million,
in 2001 compared with 2000. Pipe volume shipped was up 6.1% while average
pricing declined by approximately 31.0% from 2000. Mix has also shifted this
year in the PVC Pipe business as telecommunications-related conduit is down
20.0% in units shipped, which has been offset by increased electrical conduit
shipments, primarily in the first three quarters of the year.
Gross margin in 2002 was 19.7%, an increase of 13.0% over the 17.4% realized in
2001. The largest improvement was generated in the PVC Pipe business as selling
prices stayed fairly level with the prior year while operating costs and net
material costs per pound have declined slightly. The overall manufacturing
utilization rates this year were at 61.0% compared with 73.0% experienced in
2001 and was almost entirely offset by cost savings from the restructuring
efforts at the end of 2001 and disciplined cost controls employed throughout the
year. Finally, the significant increase in Lamson Home Products sales this year
helped the Company to leverage their largely fixed cost base, improving the
segment's gross margin. This helped to offset the lower margins in the Carlon
business segment, which resulted from the continued downturn in telecom related
products.
Gross margin in 2001 was 17.4%, down from the 25.4% margin realized in 2000.
This drop was primarily caused by the margin squeeze experienced in the PVC Pipe
business, as a continued oversupply of PVC resin in the domestic market has
caused PVC Pipe selling prices to be down over 30.0% from a year ago, while PVC
resin costs have declined on average 18.0% for the year. In addition, the
significant mix shift in PVC pipe from telecommunications duct to electrical
conduit has had a negative impact on its gross margin. Finally, the Company
utilized its manufacturing facilities at a much reduced rate, 73.0% in 2001 vs.
91.0% in 2000, generating approximately $7.0 million more in unfavorable
manufacturing variances during the current year.
Operating expenses were reduced to $43.5 million, or 13.8% of sales, in 2002, a
$9.5 million, or 17.9%, decrease from the $53.0 million, or 15.0% of net sales,
incurred in 2001. Approximately half of the 2002 reduction in expenses is a
direct result of the elimination of goodwill amortization as required by SFAS
No. 142 (see Note B). The remainder of the decline is a combination of cost
savings from the full year effect of reductions in the salary workforce
implemented in the fourth quarter of 2001, lower variable selling expenses from
the reduced sales levels and tight control over discretionary spending primarily
involving marketing programs and travel related expenditures. These savings were
partially offset by increased employee benefit costs including pensions, medical
programs, incentive compensation plans, professional fees and higher bad debt
expense driven by telecom market bankruptcy activity. Operating income for 2002
was $18.5 million, or 5.9% of net sales, compared with $6.2 million, or 1.8%, of
net sales in 2001. This improvement of almost 200% is a result of the operating
expense net reduction in the current year as described above.
Operating expenses in 2001 totaled $53.0 million, or 15.0% of net sales,
compared with $54.1 million, or 15.5% of net sales in 2000. During the year the
Company consolidated the selling, general and administrative processes of the
two acquisitions to reduce any redundant costs. In addition, discretionary
spending was reduced, as it became evident economic conditions were declining.
During 2001, the Company also recorded net gains of $4.6 million relating to the
resolution of the PW Eagle litigation, changes in estimates for certain other
litigation and environmental liabilities and a gain on the sale of a
non-strategic business. The Company also incurred a restructuring and impairment
charge of $7.7 million to reduce excess capacity, eliminate under-performing
product lines and reduce salaried staff of which $0.9 million was included in
cost of products sold. In summary, the Company earned $6.2
9
million in operating income, or 1.8% of net sales, in 2001 ($9.4 million, or
2.7%, excluding the restructuring and impairment charge and net gains) versus
$34.5 million, or 9.9%, of net sales in 2000.
Interest expense has declined by over $2.0 million in 2002 compared with 2001 as
the Company paid down over $20.0 million in debt during the year, with
outstanding debt averaging $110 million in 2002 versus $139 million in 2001. The
Company had an average borrowing rate during 2002 of 6.46% compared with 6.81%
in 2001.
The income tax provision for 2002 reflects an estimated tax rate of 39.5% and
net changes in the deferred tax valuation allowance against certain of the
Company's general business tax credits.
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 (see Note B).
The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) was $30.2 million for 2002 compared with the $24.2 million EBITDA
earned in 2001, an improvement of nearly 25.0%. EBITDA is a calculation used by
management to measure operating performance and is defined as operating income
plus depreciation and amortization. EBITDA is not a recognized term under
accounting principles generally accepted in the United States and does not
purport to be an alternative to operating income or to cash flows from operating
activities as a measure of liquidity.
FINANCIAL CONDITION
The Company continued to focus throughout 2002 on generating cash flow from
improved earnings and working capital reductions. Net working capital was $20.7
million at the end of 2002 compared with $31.2 million at the end of 2001. The
current ratio decreased to 1.32 in 2002 from 1.50 in 2001 as accounts receivable
and inventory declined by a combined $12.4 million from lower economic activity
and improved inventory control, while payables and expense accruals increased by
$1.6 million primarily from higher benefit accruals required. Cash flow
generated from operating activities remained strong at $26.5 million in 2002
after generating $30.1 million in 2001.
Accounts receivable were $36.7 million at the end of 2002, compared with $39.2
million at the end of 2001. Days sales outstanding at the end of 2002 were about
52.7 compared with 56.9 days for 2001 year-end. The improvement is driven
primarily by the disposition of several telecommunications accounts outstanding
at the end of 2001 and more rigorous credit reviews.
The inventory level at the end of 2002 was $32.2 million compared with $42.1
million at the end of 2001. As a result, annual inventory turns increased from
4.9 times in 2001 to 6.5 times in 2002. Almost all inventory categories have
been reduced. However, the largest reduction came in PVC resin and related
conduit products for which pounds in inventory were 44.0% lower than 2001
year-end while the average unit cost was about 4.0% higher compared with 2001
year-end levels.
Despite the lower inventory levels, accounts payable decreased by only $800
thousand in 2002 from the prior year-end due to the scheduled timing of
vendor payments after year-end.
Accrued liabilities at 2002 year-end were approximately $2.3 million more than
the prior year due to incentive compensation programs and other benefit accruals
which reflect higher costs. The increase of $3.4 million in other long-term
liabilities in 2002 is consistent with the recording of a minimum liability for
defined benefit pension plans due to lower trust asset levels and payments of
$2.2 million made for retiree medical benefits.
10
Capital expenditures totaled approximately $4.0 million in 2002 compared with
$8.0 million in 2001. The current year spending was primarily for additional
plant equipment to improve efficiencies and critical tooling replacements.
The Company has credit capacity available of over $30 million, which is adequate
to support its current operational expense and capital spending needs as well as
those anticipated for 2003. In order to support key operational improvement
initiatives, capital spending is expected to return to a more historical average
level of $8-10 million in 2003. During the fourth quarter of 2002 the Company
refinanced the mortgage on its corporate headquarters. The resulting $3.7
million in additional funds were used to pay down bank term debt. Due to
improved cash flow and operating results, the Company has decided to defer more
comprehensive changes in capital structure.
In December 2002, the New York Stock Exchange (the "Exchange") accepted the
Company's business plan for continued listing on the Exchange. The Company
submitted its business plan to the Exchange in October 2002 in order to comply
with the listing requirements of the Exchange. This effort follows a formal
notice from the Exchange that the Company is below the Exchange's continued
listing criteria of a total market capitalization of not less than $50 million
over a 30-day trading period and shareholders' equity of not less than $50
million. The Company's plan will be reviewed quarterly for ongoing compliance
with its goals and objectives. The Company believes its business plan, when
implemented, should achieve the requirements of the Exchange for shareholder
equity and market capitalization. At the end of 2002, the Company's shareholder
equity is $36.3 million. The Company's total market capitalization, based on
13.778 million shares of common stock outstanding at a closing price of $3.36 on
February 7, 2003 was $46.3 million.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
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 believed to be reasonable 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.
The Company's policy of amortizing unrecognized gains or losses in accordance
with SFAS No. 87, the significant deterioration in the stock market and
resulting reduction in defined benefit pension plan assets will cause an
increase of approximately $2.2 million in the reported pension expense to be
included in the Company's results of operations beginning in 2003. In addition,
the substantial decline in defined benefit pension plan assets over the past
nine months has led to the Company making a voluntary contribution of $6.0
million to the Company's defined benefit pension plans in the fourth quarter of
2002 in order to maintain an appropriate funding level.
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. Actual
litigation costs can vary from estimates based on the facts and circumstance and
application of laws in individual cases.
As of December 28, 2002, the Company had approximately $26.9 million of net
deferred tax assets primarily related to loss carryforwards that expire through
2021. 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.
11
Both housing starts at 1.7 million units and existing home sales were very
strong throughout 2002 and finished the year at near record levels. Low interest
rates have allowed the maintenance of this activity over the last several years
and supported the sales growth in Lamson Home Products, the electrical product
sales in Carlon and the PVC Pipe business segment. It is expected, barring an
economic downturn that housing starts and home sales will decline modestly in
2003 but will remain at historically strong levels. Commercial and industrial
construction plummeted by 20% and 40%, respectively, in 2002, and these areas
will probably remain weak and at best show only modest improvement in 2003 due
to the overhang of excess capacity.
The Company believes that the telecommunications infrastructure market has
bottomed out during 2002. We do not expect any demand improvement through 2003
as most participants are only maintaining their current systems and holding off
on incremental investments in additional infrastructure until absolutely
necessary. We believe also that spending in this market long-term will be
required, to build out metropolitan rings, expand corporate and institutional
high-speed data and communications networks and to provide broadband services to
the home. While very little sales growth is anticipated in this market during
2003, many of the weaker competitors have been eliminated and, therefore, the
stability of our customer base has improved.
In the PVC Pipe business, we expect PVC resin costs to increase throughout the
first half of 2003 in response to higher oil and natural gas prices and capacity
restrictions on some feedstocks. These should be passed on by the PVC pipe
producers as inventory across the distribution network has been lowered. As PVC
resin costs increase, assuming reasonable general economic activity, the margin
spreads are generally able to be expanded resulting in improved profitability.
We do expect to build some inventory levels in the first quarter in anticipation
of the cyclical construction season.
In summary, we estimate that net sales for 2003 will increase by 8% to 10% with
approximately half of this improvement coming from a higher price level for PVC
Pipe products. The remaining net sales growth will be the result of market share
improvement in the Lamson Home Products segment and some general strengthening
in our markets as a whole. Despite a significant pension expense increase that
will need to be recorded in 2003, we believe, net income should be 10% to 15%
above the 2002 performance as the result of the implementation of planned
customer service and operational improvement initiatives.
Our manufacturing plants will enjoy higher capacity utilization as we build
inventories, particularly in the first half of the year. Despite this increase,
however, due to the completion of several efficiency improvement projects, we
expect to reduce inventory and show further improvement in our inventory turn
performance by the end of 2003. We have experienced improved credit quality in
our accounts receivable in 2002 and anticipate that it will continue in 2003.
The expected increase in cash needed for capital spending should be offset by
the continued focus on working capital efficiency. The Company expects to have
sufficient cash flow for all necessary capital and operating needs as well as
reduction in debt leverage in the second half of 2003.
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.
ITEM 7(a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. The Company is exposed to market
risk related to changes in interest rates and commodity prices for PVC and HDPE
resins. The Company does not use derivative financial instruments for
speculative or trading purposes.
Almost all of the Company's long-term debt obligations bear interest at a
variable rate. In order to mitigate the risk associated with interest rate
fluctuations, in the first quarter of 2001, the Company entered into two
interest rate swap agreements for a total notional amount of $58.5 million,
$44.0 million outstanding at December 28, 2002, and effectively fixed the
variable rate debt at 5.41% and 5.48% plus the Company's risk premium of 1.5% to
4.0%. The notional amount is used to calculate the contractual cash flow to be
exchanged and does not represent exposure to credit loss.
These risks and others that are detailed in this Form 10-K must be considered by
any investor or potential investor in the Company.
12
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENTS:
Report of Independent Auditors ........................................... 14
Statement of Management's Responsibility ................................. 15
Consolidated Statements of Operations for Fiscal Years
Ended 2002, 2001, 2000 .............................................. 16
Consolidated Statements of Cash Flows for Fiscal Years
Ended 2002, 2001, 2000 .............................................. 17
Consolidated Balance Sheets at December 28, 2002 and December 29, 2001.... 18
Consolidated Statements of Shareholders' Equity for Fiscal Years
Ended 2002, 2001, 2000 .............................................. 20
Notes to Consolidated Financial Statements ............................... 21
FINANCIAL STATEMENT SCHEDULE:
Schedule II -- Valuation and Qualifying Accounts and Reserves ............ 37
13
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
The Lamson & Sessions Co.
We have audited the accompanying consolidated balance sheets of The Lamson &
Sessions Co. and Subsidiaries as of December 28, 2002 and December 29, 2001, and
the related consolidated statements of operations, shareholders' equity and cash
flows for each of the three fiscal years in the period ended December 28, 2002.
Our audits also included the financial statement schedule listed in the Index at
Item 15 (a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Lamson & Sessions Co. and Subsidiaries at December 28, 2002 and December 29,
2001, and the consolidated results of their operations and their cash flows for
each of the three fiscal years in the period ended December 28, 2002, in
conformity with accounting principles generally accepted in the United States.
Also, in our opinion, the related financial statement schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
As discussed in Note B to the consolidated financial statements, in 2002 the
Company changed its method of accounting for goodwill.
/s/ Ernst & Young LLP
Cleveland, Ohio
January 31, 2003
14
STATEMENT OF MANAGEMENT'S RESPONSIBILITY
We have prepared the financial statements and other financial information
contained in this Annual Report.
The management of Lamson & Sessions is primarily responsible for the integrity
of this financial information. The financial statements were prepared in
accordance with accounting principles generally accepted in the United States
and necessarily include certain amounts based on management's reasonable best
estimates and judgments, giving due consideration to materiality. Financial
information contained elsewhere in this Annual Report is consistent with that
contained in the financial statements.
Management is responsible for establishing and maintaining a system of internal
control designed to provide reasonable assurance as to the integrity and
reliability of financial reporting. The concept of reasonable assurance is based
on the recognition that there are inherent limitations in all systems of
internal control, and that the cost of such systems should not exceed the
benefits to be derived therefrom.
To meet management's responsibility for financial reporting, we have established
internal control systems that we believe are adequate to provide reasonable
assurance that our assets are protected from loss. These systems produce data
used for the preparation of published financial information and provide for
appropriate reporting relationships and division of responsibility. All
significant systems and controls are reviewed periodically by management in
order to ensure compliance and by our independent auditors to support their
audit work. It is management's policy to implement a high proportion of
recommendations resulting from this review.
The Audit Committee of the Board of Directors, composed solely of outside
directors, meets regularly with management and our independent auditors to
review accounting, auditing and financial matters. The independent auditors have
free access to the Audit Committee, with or without management, to discuss the
scope and results of their audits and the adequacy of the system of internal
controls.
/s/ JOHN B. SCHULZE
---------------------------------------------
John B. Schulze
Chairman of the Board, President and
Chief Executive Officer
/s/ JAMES J. ABEL
---------------------------------------
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
/s/ LORI L. SPENCER
-----------------------------------------
Lori L. Spencer
Vice President and Controller
15
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEARS
------------------------------------------------------
(Dollars in thousands, except per share data) 2002 2001 2000
------------------------------------------------------
NET SALES $ 314,475 $ 352,672 $ 348,733
Cost of products sold 252,499 291,272 260,114
--------- --------- ---------
GROSS PROFIT 61,976 61,400 88,619
Operating expenses 43,467 52,962 54,132
Net gain -- (4,550) --
Restructuring and impairment charge -- 6,805 --
--------- --------- ---------
OPERATING INCOME 18,509 6,183 34,487
Interest expense, net 9,583 11,626 4,539
--------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 8,926 (5,443) 29,948
Income tax provision (benefit) 3,900 (1,600) 8,500
--------- --------- ---------
INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 5,026 (3,843) 21,448
Cumulative effect of change in accounting
principle, net of income tax benefit of $13,750 (46,250) -- --
--------- --------- ---------
NET (LOSS) INCOME $ (41,224) $ (3,843) $ 21,448
========= ========= =========
BASIC (LOSS) EARNINGS PER COMMON SHARE:
Earnings (loss) before cumulative effect of
change in accounting principle $ 0.36 $ (0.28) $ 1.58
Cumulative effect of change in accounting
principle, net of tax (3.36) -- --
--------- --------- ---------
NET (LOSS) EARNINGS $ (2.99) $ (0.28) $ 1.58
========= ========= =========
DILUTED (LOSS) EARNINGS PER COMMON SHARE:
Earnings (loss) before cumulative effect of
change in accounting principle $ 0.36 $ (0.28) $ 1.53
Cumulative effect of change in accounting
principle, net of tax (3.36) -- --
--------- --------- ---------
NET (LOSS) EARNINGS $ (2.99) $ (0.28) $ 1.53
========= ========= =========
See notes to consolidated financial statements.
16
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS
----------------------------------------------
(Dollars in thousands) 2002 2001 2000
----------------------------------------------
OPERATING ACTIVITIES
Net (loss) income $ (41,224) $ (3,843) $ 21,448
Adjustments to reconcile net (loss) income to cash provided
by operating activities:
Cumulative effect of change in accounting principle 46,250 -- --
Depreciation 10,074 11,848 9,801
Amortization 1,599 6,171 1,428
Net gains -- (2,950) --
Restructuring and impairment charge -- 7,672 --
Deferred income taxes 4,645 (1,934) 6,903
Net change in working capital accounts (excluding effect
of acquired businesses):
Accounts receivable 2,518 14,581 1,574
Inventories 9,853 15,914 (9,531)
Prepaid expenses and other 610 (909) 1,217
Accounts payable (766) (6,534) (9,314)
Accrued expenses and other current liabilities 2,441 (3,768) 11,238
Pension plan contributions (6,477) (310) (317)
Other long-term items (3,003) (5,862) (6,926)
--------- --------- ---------
CASH PROVIDED BY OPERATING ACTIVITIES 26,520 30,076 27,521
INVESTING ACTIVITIES
Net additions to property, plant and equipment (3,952) (7,980) (11,085)
Proceeds from sale of business -- 1,411 --
Acquisitions and related items (1,000) (2,987) (112,839)
--------- --------- ---------
CASH USED IN INVESTING ACTIVITIES (4,952) (9,556) (123,924)
FINANCING ACTIVITIES
Net (payments) borrowings under secured credit agreement (23,000) (20,900) 161,387
Retirement of previous credit agreement -- -- (42,296)
Proceeds from refinancing 4,250 -- --
Payments on long-term borrowings (1,487) (1,185) (25,330)
Exercise of stock options -- 278 1,370
--------- --------- ---------
CASH (USED) PROVIDED BY FINANCING ACTIVITIES (20,237) (21,807) 95,131
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,331 (1,287) (1,272)
Cash and cash equivalents at beginning of year 165 1,452 2,724
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 1,496 $ 165 $ 1,452
========= ========= =========
See notes to consolidated financial statements.
17
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 28, 2002 and December 29, 2001
(Dollars in thousands) 2002 2001
-------- --------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,496 $ 165
Accounts receivable, net of allowances of
$1,924 and $2,122, respectively 36,686 39,204
Inventories, net
Finished goods and work-in-process 28,881 36,623
Raw materials 3,349 5,460
-------- --------
32,230 42,083
Deferred tax assets 9,979 7,650
Prepaid expenses and other 4,373 4,983
-------- --------
TOTAL CURRENT ASSETS 84,764 94,085
PROPERTY, PLANT AND EQUIPMENT
Land 3,537 3,537
Buildings 24,910 24,775
Machinery and equipment 116,595 116,484
-------- --------
145,042 144,796
Less allowances for depreciation 93,293 86,925
-------- --------
TOTAL NET PROPERTY, PLANT AND EQUIPMENT 51,749 57,871
GOODWILL 21,558 81,666
PENSION ASSETS 30,882 24,071
DEFERRED TAX ASSETS 16,879 7,673
OTHER ASSETS 7,873 8,455
-------- --------
TOTAL ASSETS $213,705 $273,821
======== ========
See notes to consolidated financial statements.
18
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 28, 2002 and December 29, 2001
(Dollars in thousands, except per share data) 2002 2001
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 21,209 $ 21,975
Accrued compensation and benefits 11,660 7,311
Other accrued expenses 15,617 17,237
Taxes 3,854 4,274
Current maturities of long-term debt 11,772 12,093
--------- ---------
TOTAL CURRENT LIABILITIES 64,112 62,890
LONG-TERM DEBT 84,350 104,266
POST-RETIREMENT BENEFITS AND OTHER
LONG-TERM LIABILITIES 29,067 25,441
SHAREHOLDERS' EQUITY
Common shares, without par value, stated
value of $.10 per share, authorized 20,000,000
shares; outstanding, 13,777,608 shares in 2002 and 2001 1,378 1,378
Other capital 75,499 75,499
Retained earnings (deficit) (34,831) 6,393
Accumulated other comprehensive income (loss) (5,870) (2,046)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 36,176 81,224
--------- ---------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 213,705 $ 273,821
========= =========
See notes to consolidated financial statements.
19
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands) Cumulative Other
Comprehensive Income (Loss)
-------------------------------------
Retained Interest Foreign Minimum Total
Common Other Earnings Rate Currency Pension Shareholders'
Shares Capital (Deficit) Swaps Translation Liability Equity
-------------------------------------------------------------------------------------------
BALANCE AT JANUARY 1, 2000 $ 1,345 $ 73,616 $(11,212) -- $ (323) $ (57) $ 63,369
Net income -- -- 21,448 -- -- -- 21,448
Other comprehensive income:
Foreign currency translation -- -- -- -- (207) -- (207)
Minimum pension liability -- -- -- -- -- 14 14
---------
Total comprehensive income -- -- -- -- -- -- 21,255
Issuance of 244,026 shares
under employee benefit plans 24 1,381 -- -- -- -- 1,405
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 30, 2000 $ 1,369 $ 74,997 $ 10,236 -- $ (530) $ (43) $ 86,029
Net loss -- -- (3,843) -- -- -- (3,843)
Other comprehensive loss:
Foreign currency translation -- -- -- -- (61) -- (61)
Minimum pension liability -- -- -- -- -- (378) (378)
Interest rate swaps -- -- -- (1,034) -- -- (1,034)
---------
Total comprehensive loss -- -- -- -- -- -- (5,316)
Issuance of 80,331 shares
under employee benefit plans 9 502 -- -- -- -- 511
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 29, 2001 $ 1,378 $ 75,499 $ 6,393 $ (1,034) $ (591) $ (421) $ 81,224
Net loss -- -- (41,224) -- -- -- (41,224)
Other comprehensive loss:
Foreign currency translation -- -- -- -- (23) -- (23)
Minimum pension liability,
net of $2,100 tax -- -- -- -- -- (3,285) (3,285)
Interest rate swaps -- -- -- (516) -- -- (516)
---------
Total comprehensive loss -- -- -- -- -- -- (45,048)
---------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 28, 2002 $ 1,378 $ 75,499 $(34,831) $ (1,550) $ (614) $ (3,706) $ 36,176
=================================================================================================================================
See notes to consolidated financial statements.
20
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three fiscal years ended December 28, 2002
NOTE A--ACCOUNTING POLICIES
FISCAL YEAR: The Company's fiscal year end is the Saturday closest to December
31.
PRINCIPLES OF CONSOLIDATION AND PRESENTATION: The consolidated financial
statements include the accounts of the Company and all domestic and foreign
subsidiaries after elimination of intercompany items. Certain 2001 and 2000
items have been reclassified to conform with the 2002 financial statement
presentation.
RECENT ACCOUNTING STANDARD CHANGES: During 2002, the Financial Accounting
Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS)
No. 146, "Accounting for Disposal Obligations." The Statement is effective for
disposal activities initiated after December 31, 2002. The Company will adopt
this statement as required, and management does not believe the adoption will
have a material effect on the Company's results of operations, financial
condition or liquidity.
USE OF ESTIMATES: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ
from those estimates.
CASH AND CASH EQUIVALENTS: The Company considers all investments with an
original maturity of three months or less on their acquisition date to be cash
equivalents.
INVENTORIES: Inventories are valued at the lower of first-in, first-out (FIFO)
cost or market.
FINANCIAL INSTRUMENTS: The Company's carrying value of its financial instruments
approximates fair value.
PROPERTY AND DEPRECIATION: Property, plant and equipment are recorded at cost.
For financial reporting purposes, depreciation and amortization are computed
principally by the straight-line method over the estimated useful lives of the
assets. Buildings are depreciated over periods up to 31.5 years. Machinery and
equipment is depreciated over periods ranging from 3 years to 15 years.
Accelerated methods of depreciation are used for federal income tax purposes.
IMPAIRMENT OF LONG-LIVED ASSETS: During 2002, the Company has adopted SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
Accordingly, and as prescribed under SFAS No. 121 in the previous year, the
Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives at each balance sheet date. The Company would record
an impairment charge or change in useful life whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable, measured
using undiscounted cash flows, or the useful life has changed. The adoption had
no impact on the Company's results of operations, financial condition or
liquidity.
GOODWILL: Goodwill represents the cost in excess of fair value of net assets
acquired in business combinations accounted for by the purchase method. Goodwill
is no longer amortized, but instead is tested for impairment at least annually
(see Note B).
STOCK COMPENSATION PLANS: At December 28, 2002, the Company has two stock-based
employee compensation plans, which are described more fully in Note J. The
Company accounts for those plans under the recognition and measurement
principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
and related Interpretations. No stock-based employee compensation cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. In accordance with SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," the following table illustrates the
effect on net income and earnings per share if the Company had applied the fair
value recognition provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation," to stock-based employee compensation.
21
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE A--ACCOUNTING POLICIES--CONTINUED
Fiscal Years
---------------------------------------------
(Dollars in thousands, except per share data) 2002 2001 2000
---------------------------------------------
Net income As reported $(41,224) $(3,843) $21,448
Pro forma (41,985) (4,507) 20,941
Basic earnings per share As reported $ (2.99) $ (0.28) $ 1.58
Pro forma (3.05) (0.33) 1.54
Diluted earnings per share As reported $ (2.99) $ (0.28) $ 1.53
Pro forma (3.05) (0.33) 1.50
For pro forma calculations, the fair value of each stock option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used for grants:
2002 2001 2000
-------------------------------------------------------------
Expected volatility 56.8% 57.2% 52.2%
Risk-free interest rates 4.56% 4.87% 6.05%
Average expected life 5 years 5 years 5 years
INCOME TAXES: The Company accounts for income taxes using the provisions of SFAS
No. 109, "Accounting for Income Taxes." Investment tax credits are recorded
using the flow-through method.
REVENUE RECOGNITION: Revenues are derived from sales to unaffiliated customers
and are recognized when products are shipped and title has transferred.
SHIPPING AND HANDLING COSTS: All shipping and handling costs are included in the
cost of products sold in the Consolidated Statements of Operations.
RESEARCH AND DEVELOPMENT COSTS: Research and Development (R&D) costs consist of
Company-sponsored activities to develop new value-added products. R&D costs are
expensed as incurred and expenditures were $2.2 million, $2.8 million and $3.3
million in 2002, 2001 and 2000, respectively. R&D costs are included in
operating expenses in the Consolidated Statements of Operations.
ADVERTISING COSTS: Advertising costs are expensed as incurred and totaled $2.8
million in 2002 and $3.0 million per year in 2001 and 2000.
NOTE B--GOODWILL AND INTANGIBLE ASSETS
The Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," on
December 30, 2001. Goodwill and intangible assets deemed to have indefinite
lives are no longer amortized but are subject to impairment tests at least
annually. Other intangible assets 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
22
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE B--GOODWILL AND INTANGIBLE ASSET--CONTINUED
is a one-time, non-cash charge. The annual evaluation of goodwill was completed
as of the first day of the fourth quarter with no additional valuation
adjustment required. No reclassifications were required between intangible
assets and goodwill pursuant to the adoption of this Standard. Of the $21.6
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 Products 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 year ended 2001 are provided as follows:
(Dollars in thousands, except per share amounts)
Fiscal Years
----------------------------
2001 2000
---------- ----------
Net (loss) income as previously reported $(3,843) $21,448
Goodwill amortization, net of tax 3,646 971
------- -------
Net (loss) income, excluding goodwill amortization $ (197) $22,419
======= =======
(Loss) earnings per common share,
excluding goodwill amortization
Basic $ (0.01) $ 1.65
Diluted $ (0.01) $ 1.60
The Company's other intangible assets and related accumulated amortization is as
follows:
(Dollars in thousands)
NON-COMPETE
AGREEMENTS PATENTS TOTAL
----------- -------- --------
DECEMBER 28, 2002
-----------------
Gross $ 6,500 $ 2,150 $ 8,650
Accumulated amortization (2,952) (1,087) (4,039)
------- ------- -------
Net value $ 3,548 $ 1,063 $ 4,611
======= ======= =======
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
======= ======= =======
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 four succeeding years will be $1.6 million,
$1.6 million, $1.2 million and $0.2 million for 2003 through 2006, respectively.
23
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE C--ACQUISITIONS
On September 22, 2000 and December 15, 2000, the Company acquired Pyramid
Industries, Inc. ("Pyramid") for $45.4 million and Ameriduct Worldwide, Inc.
("Ameriduct") for $63.8 million plus assumed debt of $3.9 million plus
transaction costs. In addition, pursuant to terms of non-competition agreements,
Lamson will pay three former Pyramid shareholders $6.5 million over a five-year
period, including $1.5 million, which was paid at closing. The acquisitions were
funded through the Company's secured credit agreement. Both Pyramid and
Ameriduct are leading manufacturers of HDPE conduit used in building
telecommunications and utility infrastructure.
The acquisitions have been accounted for by the purchase method and,
accordingly, the operating results have been included in the Company's
consolidated financial statements and the Carlon business segment since the
respective dates of acquisition. The assets acquired and liabilities assumed
were recorded at estimated fair values. For financial statement purposes, the
non-compete agreements are being amortized over their five-year term, while
goodwill was amortized in 2000 and 2001 over 20 years. Goodwill for the telecom
reporting unit was evaluated for impairment according to SFAS No. 142 and
written down to $20.1 million as of the beginning of fiscal 2002 (see Note B).
(Dollars in thousands)
Estimated fair values
Assets acquired $ 48,381
Liabilities assumed (22,845)
Goodwill 85,273
---------
Purchase price paid 110,809
Less cash acquired (128)
---------
Net cash paid $ 110,681
=========
NOTE D--LONG-TERM DEBT AND COMMITMENTS
Long-term debt consists of the following:
FISCAL YEARS
---------------------------
(Dollars in thousands) 2002 2001
---------------------------
Secured Credit Agreement:
Term $ 28,800 $ 43,500
Revolver 53,200 61,500
-------- --------
82,000 105,000
Industrial Revenue Bonds 9,855 10,510
Other 4,267 849
-------- --------
96,122 116,359
Less amounts classified as current 11,772 12,093
-------- --------
$ 84,350 $104,266
======== ========
24
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE D--LONG-TERM DEBT AND COMMITMENTS--CONTINUED
In August 2000, the Company completed the refinancing of its previously secured
credit agreement by entering into a new five-year, $125 million revolving credit
agreement with a consortium of banks led by Harris Trust of Chicago. In December
2000, in conjunction with the acquisition of Ameriduct, the agreement was
amended and increased to a $194 million facility, consisting of $48.5 million in
term debt and $145.5 million in a revolver. As of March 27, 2002 the agreement
was amended reducing the credit commitments of the lenders to an aggregate $150
million of which $110 million represents a revolving credit facility with the
remainder representing term debt. In addition, this amendment provided for a 1%
term loan fee and an increase of 1% in the term loan interest rate if the term
loan was not paid in full by September 30, 2002. Since the term loan was not
paid off, the increase in interest rate and additional fee were realized. The
term portion of this agreement requires principal payments of $2 million on
March 31 and June 30 and $3.5 million on September 30 and December 31 of each
year with a balloon payment in August 2005. This agreement is secured by
substantially all of the Company's assets. Interest on the revolver portion of
the facility is at LIBOR plus 1.5% to 4.0% and 2.5% to 5.0% for the term
portion. The specific rate is determined based on the ratio of indebtedness to
adjusted earnings before interest, taxes, depreciation and amortization and is
calculated quarterly. The rate at December 28, 2002 is 7.03%. In addition to
amounts borrowed, letters of credit related to Industrial Revenue Bond
financings and other contractual obligations total approximately $14.9 million
under the agreement. Total availability at December 28, 2002 under the secured
credit agreement approximates $30 million. The Company's credit agreement
contains various restrictive covenants pertaining to maintenance of net worth,
certain financial ratios and prohibits stock repurchases and dividend payments.
The Company's Industrial Revenue Bond financings include several issues due in
annual installments from 2000 through 2023 with interest at variable rates. The
weighted average rate for these bonds at December 28, 2002 was 1.58%.
In the fourth quarter 2002 the Company refinanced the mortgage on the Company's
headquarters. The net proceeds of $3.7 million were used to pay down the term
debt. The current mortgage is payable in equal monthly installments of $24
thousand through 2012 with interest at Prime Rate plus .25% (4.5% at December
28, 2002).
The aggregate minimum combined maturities of long-term debt for the year 2004
through 2007 are approximately $11,757,000, $60,854,000, $771,000 and $877,000,
respectively, with $10,091,000 due thereafter.
Interest paid was $8,752,000, $9,573,000 and $4,026,000 in 2002, 2001 and 2000,
respectively.
Rental expense was $5,777,000, $6,268,000 and $5,861,000 in 2002, 2001 and 2000,
respectively. Aggregate future minimum payments related to non-cancelable
operating leases with initial or remaining terms of one year or more for the
years 2003 through 2007 are approximately $3,713,000, $3,297,000, $2,105,000,
$845,000 and $201,000, respectively, with $66,000 due thereafter.
NOTE E--DERIVATIVES AND HEDGING
Effective as of the beginning of fiscal 2001, the Company adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which was issued
in June 1998 by the FASB, as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of Effective Date of SFAS No.
133" and SFAS No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities."
25
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE E--DERIVATIVES AND HEDGING--CONTINUED
As a result of the adoption of SFAS No. 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 No. 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 No. 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, $44.0 million
outstanding at December 28, 2002, 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 2002 of a $1,550,000 (net of
$991,000 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 $1,645,000 loss on the fair
value of the hedges is classified in current accrued liabilities, with the
remaining $896,000 loss classified as a long-term liability.
The Company has no derivative instruments that are classified as fair value
hedges.
NOTE F--PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS
The Company sponsors several qualified and nonqualified pension plans and other
post-retirement benefit plans for its current and former employees. The
following table provides a reconciliation of the changes in the benefit
obligations and fair value of plan assets over each of the two years in the
period ended December 28, 2002 and December 29, 2001, respectively, and a
statement of the funded status at both years' end:
PENSION BENEFITS OTHER BENEFITS
(Dollars in thousands) 2002 2001 2002 2001
-------- -------- ------- ---------
CHANGE IN BENEFIT OBLIGATION
Obligation at beginning of year $ 75,817 $ 73,799 $ 12,732 $ 13,094
Service cost 1,104 1,054 15 14
Interest cost 5,219 5,280 851 911
Plan participants' contribution -- -- 107 98
Plan amendment -- 223 -- --
Actuarial loss 1,994 2,077 1,964 695
Benefits paid (6,630) (6,616) (2,181) (2,080)
-------- -------- -------- --------
Obligation at end of year $ 77,504 $ 75,817 $ 13,488 $ 12,732
======== ======== ======== ========
26
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE F--PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS--CONTINUED
PENSION BENEFITS OTHER BENEFITS
(Dollars in thousands) 2002 2001 2002 2001
-------- -------- -------- --------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year $ 72,511 $ 89,975 $ -- $ --
Actual return on plan assets (9,481) (11,158) -- --
Employer contributions 6,477 310 2,074 1,982
Plan participants' contributions -- -- 107 98
Benefits paid (6,630) (6,616) (2,181) (2,080)
-------- -------- -------- --------
Fair value of plan assets at end of year $ 62,877 $ 72,511 $ -- $ --
======== ======== ======== ========
Plan assets include 860,856 shares of the Company's common stock with a fair
market value at December 28, 2002 of $2.7 million and $4.5 million at December
29, 2001.
PENSION BENEFITS OTHER BENEFITS
(Dollars in thousands) 2002 2001 2002 2001
-------- -------- -------- --------
FUNDED STATUS
Fund status at end of year $(14,627) $ (3,306) $(13,488) $(12,732)
Unrecognized actuarial loss (gain) 40,751 23,702 728 (1,425)
Unrecognized transition (asset) (1,076) (1,164) -- --
Unrecognized prior service cost (gain) 408 448 (2,038) (2,236)
-------- -------- -------- --------
Net amount recognized at end of year $ 25,456 $ 19,680 $(14,798) $(16,393)
======== ======== ======== ========
The pension benefits table above provides information relating to the funded
status of all defined benefit pension plans on an aggregated basis. The
projected benefit obligation, accumulated benefit obligation, and fair value of
plan assets for the pension plans with accumulated benefit obligations in excess
of plan assets were $28.1 million, $25.0 million and $13.4 million,
respectively, as of December 28, 2002 and $5.3 million, $4.9 million and $0,
respectively, as of December 29, 2001.
The following table provides the amounts recognized in the consolidated balance
sheets for both years:
PENSION BENEFITS OTHER BENEFITS
(Dollars in thousands) 2002 2001 2002 2001
-------- -------- -------- --------
Prepaid benefit cost $ 30,881 $ 24,071 $ -- $ --
Accrued benefit liability (11,685) (5,081) (14,798) (16,393)
Intangible asset 184 -- -- --
Accumulated other comprehensive income 6,076 690 -- --
-------- -------- -------- --------
$ 25,456 $ 19,680 $(14,798) $(16,393)
======== ======== ======== ========
27
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE F--PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS--CONTINUED
The assumptions used in the measurement of the Company's benefit obligations at
December 28, 2002 and December 29, 2001 were:
PENSION BENEFITS OTHER BENEFITS
2002 2001 2002 2001
------ ----- ----- -----
Discount rate 6.8% 7.2% 6.75% 7.25%
Expected return on plan assets 9.0% 9.5% -- --
Rate of salary increase 4.0% 5.0% -- --
For measurement purposes, a 12.0% average health care cost trend rate was used
for 2003 (8.5% in 2002). The rate is assumed to decline gradually each year to
an ultimate rate of 5.0% in 2009 and thereafter. A 1.0% change in assumed health
care cost trend rates would have the following effects:
(Dollars in thousands) 1% INCREASE 1% DECREASE
----------- -----------
Net periodic benefit cost $ 59 $ (53)
Accumulated post-retirement benefit obligation $ 879 $ (791)
The components of net periodic benefit cost (income) are as follows:
PENSION BENEFITS OTHER BENEFITS
(Dollars in thousands) 2002 2001 2000 2002 2001 2000
------- ------- ------- ------- ------- -------
Service cost $ 1,104 $ 1,054 $ 886 $ 15 $ 14 $ 13
Interest cost 5,219 5,280 5,300 851 911 980
Expected return on assets (6,593) (8,241) (8,111) -- -- --
Net amortization and deferral 971 (72) (93) (387) (420) (394)
Defined contribution plans 987 965 1,147 -- -- --
------- ------- ------- ------- ------- -------
$ 1,688 $(1,014) $ (871) $ 479 $ 505 $ 599
======= ======= ======= ======= ======= =======
In addition to the defined benefit plans described above, the Company also
sponsors a defined contribution plan, which covers substantially all full-time
associates. The Company's matching contribution is a minimum of 50.0% of
voluntary employee contributions of up to 6.0% of wages.
The Company remains contingently liable for certain post-retirement benefits of
a business previously sold. No liability has been accrued as the Company's
liability is not probable or cannot be reasonably estimated. This contingency
expires in 2008, twenty years after the sale of the related business.
28
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE G--LITIGATION
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 then filed a petition for certiorari with
the United States Supreme Court. The United States Supreme Court has reversed
the decision of the Court of Appeals and remanded the case back to it. The Court
of Appeals has requested additional briefs be submitted by February 21, 2003.
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
in 2001.
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.
NOTE H--ENVIRONMENTAL
The Company believes that its current operations and its use of property, plant
and equipment conform in all material respects to applicable environmental laws
and regulations presently in effect. The Company has facilities at numerous
geographic locations, which are subject to a range of federal, state and local
environmental laws and regulations. Compliance with these laws has, and will,
require expenditures on a continuing basis.
During 1999, the Company reached a settlement on litigation involving
environmental matters at a property sold by the Company in 1981 whereby the
Company agreed to incur costs of certain remediation activities, which will
occur over the next nine years. Management's current estimate of the costs are
accrued primarily in other long-term liabilities.
NOTE I--COMMON, PREFERRED, PREFERENCE STOCK
The Company has authorized 1,200,000 and 3,000,000 shares of Serial Preferred
and Preference Stock, respectively, none of which is issued or outstanding at
December 28, 2002 or December 29, 2001. The Company has reserved for issuance
200,000 shares of Cumulative Redeemable Serial Preference Stock, Series II,
without par value ("Series II Preference Stock"), which relates to the Rights
Agreement, dated as of September 8, 1998, between the Company and National City
Bank (the "Rights Agreement").
Under the Company's Rights Agreement, each shareholder has the right to purchase
from the Company one one-hundredth of a share of the Series II Preference Stock,
subject to adjustment, upon payment of an exercise price of $44.75. The Rights
will become exercisable only after a person or group acquires beneficial
ownership of or commences a tender or exchange offer for 15.0% or more of the
Company's Common Shares. Rights held by persons who exceed that threshold will
be void. In the event that a person or group acquires beneficial ownership of
15.0% or more of the Company's Common Shares, or a 15.0% shareholder merges into
or with the Company or engages in one of a number of
29
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE I--COMMON, PREFERRED, PREFERENCE STOCK--CONTINUED
self-dealing transactions, each Right would entitle its holder to purchase a
number of the Company's Common Shares (or, in certain cases, common stock of an
acquirer) having a market value of twice the Right's exercise price. The
Company's Board of Directors may, at its option, redeem all Rights for $0.01 per
Right, generally at any time prior to the Rights becoming exercisable. The
Rights will expire on September 20, 2008, unless earlier redeemed, exchanged or
amended by the Board of Directors.
NOTE J--STOCK COMPENSATION PLANS
Under the 1994 Nonemployee Directors Stock Option Plan, the Company is
authorized to issue 160,000 common shares in non-qualified stock options. The
stock options become exercisable one year after date of grant and expire at the
end of ten years. At December 28, 2002, a total of 53,000 shares were available
for future grant of stock options under this Plan.
On May 5, 1998, the Company's 1988 Incentive Equity Performance Plan expired. At
December 28, 2002, there were options outstanding under the Plan representing
939,950 shares of the Company's Common Stock. The options outstanding under the
Plan may be exercised, pursuant to the terms of the stock option agreements,
through April 20, 2008.
Under the 1998 Incentive Equity Plan, the Company is authorized to issue
1,950,000 incentive stock options (ISOs), non-qualified stock options, stock
appreciation rights (SARs) and restricted or deferred stock. Stock options
generally become exercisable, in part, one year after date of grant and expire
at the end of ten years. At December 28, 2002, under this Plan, a total of
570,105 shares were available for future grant.
A summary of the status of the Company's three stock compensation plans as of
December 28, 2002, December 29, 2001 and December 30, 2000, and changes during
the respective years then ended, is presented below:
2002 2001 2000
-------------------------- -------------------------- -------------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
(Shares in thousands) SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE
---------------------------------------- ------------------------------ ---------------
Outstanding at beginning of year 2,032 $ 7.20 1,874 $ 6.69 1,712 $ 6.34
Granted 416 4.17 370 9.77 454 7.60
Exercised -- -- (128) 5.25 (243) 5.97
Forfeited (89) 6.67 (84) 10.19 (49) 6.39
------ -------- ------- --------- ------ --------
Outstanding at end of year 2,359 $ 6.68 2,032 $ 7.20 1,874 $ 6.69
====== ======== ======= ========= ====== ========
Options exercisable at year-end 1,694 $ 6.92 1,410 $ 6.68 1,197 $ 6.58
Weighted-average fair value of options
granted during the year $ 2.21 $ 5.28 $ 4.01
30
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE J--STOCK COMPENSATION PLANS--CONTINUED
The following table summarizes information about options outstanding at December
28, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
-------------------------------------------------------------- --------------------------------------------
WEIGHTED-AVERAGE
RANGE OF SHARES REMAINING WEIGHTED-AVERAGE SHARES WEIGHTED-AVERAGE
EXERCISE PRICES AT 12/28/02 CONTRACTUAL LIFE (YRS) EXERCISE PRICE AT 12/28/02 EXERCISE PRICE
------------------- -------------- ----------------------------------------------- -------------- -----------------------------
$ 0-5 645,275 7.80 $ 4.46 264,250 $ 4.97
5-10 1,680,075 4.80 7.41 1,402,494 7.18
10-15 23,500 5.85 10.65 20,833 10.57
15-20 10,000 7.58 17.94 6,667 17.94
The Company has deferred compensation plans that provide both certain executive
officers and directors of the Company with the opportunity to defer receipt of
bonus compensation and director fees, respectively. The Company funds these
deferred compensation liabilities by making contributions to the Rabbi Trusts
which invest exclusively in the Company's common shares. In accordance with
Emerging Issues Task Force (EITF) 97-14 "Accounting for Deferred Compensation
Arrangements Where Amounts Earned Are Held in a Rabbi Trust and Invested," both
the trust assets and the related obligation are recorded in equity at cost and
offset each other.
NOTE K--EARNINGS PER SHARE CALCULATION
The following table sets forth the computation of basic and diluted earnings per
share:
FISCAL YEARS
-----------------------------------------------------
(Dollars and shares in thousands, except per share data) 2002 2001 2000
-----------------------------------------------------
BASIC EARNINGS PER SHARE COMPUTATION
-------------------------------------
Net (Loss) Income $ (41,224) $ (3,843) $21,448
========= ======== =======
Average Common Shares Outstanding 13,778 13,757 13,570
========= ======== =======
Basic (Loss) Earnings Per Share $ (2.99) $ (0.28) $ 1.58
========= ======== =======
DILUTED EARNINGS PER SHARE COMPUTATION
--------------------------------------
Net (Loss) Income $ (41,224) $ (3,843) $21,448
========= ======== =======
Basic Shares Outstanding 13,778 13,757 13,570
Stock Options Calculated Under
the Treasury Stock Method -- -- 419
--------- -------- -------
Total Shares 13,778 13,757 13,989
========= ======== =======
Diluted (Loss) Earnings Per Share $ (2.99) $ (0.28) $ 1.53
========= ======== =======
31
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE L--INCOME TAXES
Components of income tax provision (benefit) reflected in the consolidated
statements of income are as follows:
FISCAL YEARS
-----------------------------------------
(Dollars in thousands) 2002 2001 2000
------- ------- -------
Current:
Federal $ 70 $ (53) $ 983
State and local 34 164 614
------- ------- -------
104 111 1,597
Deferred:
Federal 3,561 (1,379) 6,156
State and local 235 (332) 747
------- ------- -------
3,796 (1,711) 6,903
------- ------- -------
Total $ 3,900 $(1,600) $ 8,500
======= ======= =======
The components of deferred taxes included in the balance sheets as of December
28, 2002 and December 29, 2001 are as follows:
FISCAL YEARS
---------------------
(Dollars in thousands) 2002 2001
-------- --------
Deferred tax assets:
Net operating loss carryforwards (Federal & State) $ 12,031 $ 10,094
Goodwill 12,164 --
Other accruals, credits and reserves 8,329 8,499
General business and alternative minimum tax credits 2,163 3,078
Post-retirement benefits other than pensions 5,179 5,738
-------- --------
Total deferred assets 39,866 27,409
Less valuation allowance (370) --
-------- --------
Total deferred assets 39,496 27,409
Deferred tax liabilities:
Tax in excess of book depreciation 5,861 5,437
Pensions 6,777 6,649
-------- --------
Total deferred tax liabilities 12,638 12,086
-------- --------
Total net deferred tax assets $ 26,858 $ 15,323
======== ========
32
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE L--INCOME TAXES--CONTINUED
During 2002 the Company established a valuation allowance of $370,000 against
available general business credits based upon projected earnings and the
availability to use these credits. The Company has available federal net
operating loss carryforwards totaling approximately $32.6 million, which expire
in the years 2008 to 2022. The Company also has available general business tax
credit carryforwards of $1.4 million, which expire through 2018 and alternative
minimum tax credit carryforwards of approximately $0.9 million, which may be
carried forward indefinitely.
The provision for income taxes is different than the amount computed using the
applicable statutory federal income tax rate with the differences summarized
below:
FISCAL YEARS
--------------------------------
(Dollars in thousands) 2002 2001 2000
------ ------- -------
Tax expense at statutory rates $3,124 $(1,905) $10,482
Adjustment due to:
Change in valuation allowance 370 -- (2,600)
State and local income taxes 22 (225) 1,146
Non-deductible goodwill -- 734 268
Other 384 (204) (796)
------ ------- -------
$3,900 $(1,600) $ 8,500
====== ======= =======
In 2002 the Company received an income tax refund of $1,385,000. Income taxes
paid in 2001 and 2000 were $1,256,000 and $904,000, respectively.
NOTE M--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 HDPE conduit designed to protect underground
fiber optic cables, allowing future cabling expansion and flexible conduit used
inside buildings to protect communications cable.
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, door 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 PVC resin and is used to protect wire or fiber optic cables
supporting the infrastructure of power or telecommunications systems.
33
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
NOTE M--BUSINESS SEGMENTS--CONTINUED
(Dollars in thousands) 2002 2001 2000
-------- -------- --------
NET SALES
Carlon $149,037 $188,161 $142,979
Lamson Home Products 71,486 62,128 63,351
PVC Pipe 93,952 102,383 142,403
-------- -------- --------
$314,475 $352,672 $348,733
======== ======== ========
OPERATING INCOME (LOSS)
Carlon $ 14,395 $ 14,585 $ 21,687
Lamson Home Products 10,324 3,724 1,856
PVC Pipe (784) (11,220) 20,224
Corporate Office (5,426) (906) (9,280)
-------- -------- --------
$ 18,509 $ 6,183 $ 34,487
======== ======== ========
DEPRECIATION AND AMORTIZATION
Carlon $ 7,507 $ 12,080 $ 5,187
Lamson Home Products 1,954 2,508 2,520
PVC Pipe 2,212 3,431 3,522
-------- -------- --------
$ 11,673 $ 18,019 $ 11,229
======== ======== ========
IDENTIFIABLE ASSETS
Carlon $ 83,750 $153,194 $184,527
Lamson Home Products 27,222 28,157 31,720
PVC Pipe 35,862 45,684 61,449
Corporate Office (includes deferred tax and pension assets) 66,871 46,786 42,597
-------- -------- --------
$213,705 $273,821 $320,293
======== ======== ========
Operating income in 2002 in the Carlon and Lamson Home Products business
segments exclude the amortization of goodwill whereas 2001 and 2000 operating
income includes the amortization of goodwill (see Note B).
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.
Substantially all sales are made within North America. Net sales to a single
customer within the Carlon and PVC Pipe segments totaled approximately 15.0% in
2002, 14.0% in 2001 and 17.0% in 2000 of consolidated net sales. Net sales to a
single customer within the Lamson Home Products segment totaled approximately
10.0% of consolidated net sales in 2002.
34
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE M--BUSINESS SEGMENTS--CONTINUED
(Dollars in thousands) 2001 OPERATING
2001 NET INCOME (LOSS)
OPERATING CHARGE EXCLUDING NET
INCOME (LOSS) (GAIN) CHARGE (GAINS)
------------ ------- --------------
Carlon $ 14,585 $ 3,762 $ 18,347
Lamson Home Products 3,724 1,149 4,873
PVC Pipe (11,220) 661 (10,559)
Corporate Office (906) (2,400) (3,306)
-------- ------- --------
$ 6,183 $ 3,172 $ 9,355
======== ======= ========
The above schedule shows the operating results by segment excluding the
restructuring and impairment charge of $7.7 million and net gains of $4.6
million recorded in 2001.
NOTE N--RESTRUCTURING, IMPAIRMENT CHARGE AND NET GAINS
Due to the dramatic downturn in the economy in 2001, especially in the
telecommunications infrastructure market, the Company evaluated all of the
Company's facilities and equipment to reduce excess capacity by eliminating or
consolidating assets to more efficiently service its markets and lower its fixed
cost base. As a result of this evaluation the Company recognized a $7.7 million
restructuring and impairment charge in the fourth quarter of 2001. Included in
this charge is approximately $3.5 million related to the elimination of
approximately 15.0% of the Company's HDPE capacity through disposal of several
excess extrusion lines. The Company had also approved the shutdown and sale of
one of its facilities. The facility (asset held for sale at December 29, 2001)
written down by $1.7 million (included in the $3.5 million charge) to its
estimated fair value. In addition, several underperforming product lines in the
Carlon and PVC Pipe segments were eliminated during the fourth quarter of 2001
resulting in a $2.9 million charge. Approximately $0.9 million of this charge is
for obsolete inventory which is included in cost of products sold while the
remainder is primarily the write-off and disposal of related manufacturing
assets. Also included in the charge is $0.9 million for the write-off of
corporate fixed assets that are obsolete. Finally, the Company reduced its
salary workforce by approximately 17.0% in 2001 of which approximately 10.0%
occurred in the fourth quarter resulting in a $0.4 million charge, representing
severance payments which were paid in the first half of 2002.
The Company recognized net gains of $4.6 million in 2001 relating to the
resolution of litigation ($1.6 million), changes in accounting estimates for
legal and environmental liabilities ($2.3 million) and the sale of a
non-strategic business ($0.7 million).
Due to deteriorating real estate market conditions, as of December 28, 2002, the
Company continues to carry one of its facilities as an asset held for disposal.
Management believes this property will be sold within the next year. The asset
had been written down in 2001 to its estimated fair value with no adjustment
deemed necessary in 2002.
35
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
NOTE O--SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share data)
BASIC EARNINGS (LOSS) DILUTED EARNINGS (LOSS)
PER COMMON SHARE PER COMMON SHARE CLOSING
------------------------- ------------------------- MARKET PRICE
INCOME (LOSS) NET INCOME (LOSS) NET INCOME (LOSS) NET PER SHARE
NET GROSS BEFORE EFFECT OF INCOME BEFORE EFFECT OF INCOME BEFORE EFFECT OF INCOME ------------
SALES PROFIT ACCOUNTING CHANGE (LOSS) ACCOUNTING CHANGE (LOSS) ACCOUNTING CHANGE (LOSS) HIGH LOW
-------- ------- ----------------- ------ ----------------- ------ ----------------- ------ ---- ---
Fiscal 2002:
First quarter $ 68,083 $11,479 $ (756) $(47,006) $(0.05) $(3.41) $(0.05) $(3.41) $ 6.00 $4.00
Second quarter 89,198 19,499 2,408 2,408 0.17 0.17 0.17 0.17 6.00 3.85
Third quarter 82,381 18,226 2,594 2,594 0.19 0.19 0.19 0.19 4.05 2.75
Fourth quarter 74,813 12,772 780 780 0.06 0.06 0.06 0.06 3.70 2.50
-------- ------- ------- -------- ------ ------ ------ ------
TOTAL $314,475 $61,976 $ 5,026 $(41,224) $ 0.36* $(2.99) $ 0.36* $(2.99)
FISCAL 2001:
First quarter $ 88,641 $16,336 $ 696 $ 696 $ 0.05 $ 0.05 0.05 0.05 $12.13 $7.32
Second quarter 96,751 17,679 701 701 0.05 0.05 0.05 0.05 12.10 6.64
Third quarter 90,554 13,602 (1,921) (1,921) (0.14) (0.14) (0.14) (0.14) 8.45 4.00
Fourth quarter 76,726 13,783 (3,319) (3,319) (0.24) (0.24) (0.24) (0.24) 5.24 3.31
-------- -------- ------- -------- ------ ------ ------ ------
TOTAL $352,672 $61,400 $(3,843) $ (3,843) $(0.28) $(0.28) $(0.28) $(0.28)
Fiscal 2002 first quarter net income (loss) and basic and diluted earnings
(loss) per common share were adjusted from previously reported results to
reflect the cumulative effect of the change in accounting for goodwill effective
the first day of fiscal 2002 (see Note B).
Included in the results of each quarter in 2001 is approximately $900 in
goodwill amortization net of tax ($0.07 per share), which was discontinued in
2002 with the adoption of SFAS No. 142.
* Earnings per share were computed on a stand-alone quarterly basis for each
respective quarter. Therefore, the sum of the Basic and Diluted Earnings
Per Common Share Before Effect of Accounting Change in 2002 do not equal
the year's total due to rounding.
36
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in thousands)
------------------------------------------------------------------------------------------------------------------
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND DEDUCTIONS END OF
DESCRIPTION PERIOD EXPENSES AND OTHER PERIOD
------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 28, 2002
Allowances deducted from assets:
Trade receivable allowances $ 2,122 $ 676 $ 874 (A) $ 1,924
Inventory obsolescence reserve 1,754 782 1,789 (B) 747
Other current and long-term assets 989 -- 523 (D) 466
Accounts and loss reserves included in
current and long-term liabilities 5,374 -- 412 (C) 4,962
------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 29, 2001
Allowances deducted from assets:
Trade receivable allowances $ 2,394 $ 422 $ 694 (A) $ 2,122
Inventory obsolescence reserve 1,039 2,043 1,328 (B) 1,754
Other current and long-term assets 800 492 303 989
Accounts and loss reserves included in
current and long-term liabilities 3,968 1,750 344 (C) 5,374
------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 30, 2000
Allowances deducted from assets:
Trade receivable allowances $ 2,078 $ 817 $ 501 (A) $ 2,394
Inventory obsolescence reserve 1,030 1,396 1,387 (B) 1,039
Other current and long-term assets 450 (350) 800
Accounts and loss reserves included in
current and long-term liabilities 3,680 500 212 (C) 3,968
------------------------------------------------------------------------------------------------------------------
Note A -- Principally write-off of uncollectible accounts and disputed items,
net of recoveries.
Note B -- Principally the disposal of obsolete inventory.
Note C -- Principally payments on contractual obligations for previously-owned
businesses.
Note D -- Principally the disposal of fixed assets.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors
The information set forth under the caption "Election of Directors" in
the Company's definitive Proxy Statement for its Annual Meeting of
Shareholders to be held April 30, 2003 is hereby incorporated by
reference.
(b) Executive Officers -- See Part I.
(c) Compliance with Section 16(a) of the Exchange Act.
37
The information set forth under the caption "Section 16(a) Beneficial
Ownership Reporting Compliance" in the Company's definitive Proxy
Statement for its Annual Meeting of Shareholders to be held April 30,
2003 is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation" in the
Company's definitive Proxy Statement for its Annual Meeting of Shareholders to
be held April 30, 2003 is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the captions "Ownership of the Company's Common
Shares," "Election of Directors" and "Security Ownership of Management" in the
Company's definitive Proxy Statement for its Annual Meeting of Shareholders to
be held April 30, 2003 is hereby incorporated by reference.
The table below sets forth certain information regarding the following equity
compensation plans of the Company as of December 28, 2002: 1988 Incentive Equity
Performance Plan (As Amended as of October 19, 2000) (the "1988 Plan"), 1998
Incentive Equity Plan (As Amended and Restated as of April 27, 2001) (the "1998
Plan"), Nonemployee Directors Stock Option Plan (As Amended and Restated as of
July 19, 2001) (the "Directors Option Plan"), Deferred Compensation Plan for
Nonemployee Directors (As Amended and Restated as of October 18, 2001) (the
"Directors Deferred Plan") and Deferred Compensation Plan for Executive Officers
(As Amended and Restated as of October 18, 2001) (the "Executive Officers
Deferred Plan"). All of those plans have been approved by shareholders, except
the Directors Deferred Plan and the Executive Officers Deferred Plan.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES FUTURE ISSUANCE UNDER
TO BE ISSUED UPON WEIGHTED-AVERAGE EQUITY COMPENSATION
EXERCISE OF EXERCISE PRICE OF PLANS (EXCLUDING
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (a))
------------- -------------------- -------------------- -----------------------
(a) (b) (c)
Equity compensation plans
approved by security holders 2,358,850 $6.68 623,105(1)
Equity compensation plans not
approved by security holders 0 N/A (2)
Total 2,358,850 $6.68 623,105
(1) Includes 570,105 Common Shares remaining available under the 1998
Plan, which authorizes the Governance, Nominating and Compensation
Committee to make awards of Option Rights, Appreciation Rights,
Restricted Shares, Deferred Shares, Performance Shares and Performance
Units; and 53,000 Common Shares remaining available under the
Directors Option Plan, which provides for annual awards of stock
options.
(2) The Directors Deferred Plan and the Executive Officers Deferred Plan
provide for the issuance of Common Shares, but do not provide for a
specific amount available under the plans. Descriptions of those plans
are set forth below.
DIRECTORS DEFERRED PLAN
The Directors Deferred Plan provides Directors the opportunity to defer their
annual retainers and meeting fees. Such deferred fees may be invested, at each
Director's election, in either a money market fund or in Common Shares of the
Company. If a Director elects to have this deferred compensation invested in
Common Shares, the director will receive an additional sum, also invested in
Common Shares, equal to 25.0% of the deferred amount.
38
EXECUTIVE OFFICERS DEFERRED PLAN
The Executive Officers Deferred Plan provides designated executive officers and
other key employees of the Company the opportunity to defer bonus compensation
payable to them under the Company's annual incentive compensation program. Such
deferred compensation is invested in deferred Common Shares of the Company. If a
participant elects to have his or her bonus deferred, the Company will issue
Restricted Shares under the 1998 Plan to such participant in the amount of 20.0%
of the deferred annual incentive compensation.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past fiscal year, the Company, in the normal course of business,
utilized the services of the law firm of Jones Day, in which Mr. Coquillette, a
director of the Company, is a partner. The Company plans to continue using the
services of the firm in 2003.
ITEM 14. CONTROLS AND PROCEDURES
As of December 28, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective. There have been no significant changes
in the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to their evaluation.
39
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Consolidated financial statements of The Lamson & Sessions Co. and
Subsidiaries are included in Item 8 of this report:
1. Financial Statements
Consolidated Statements of Operations for Fiscal Years Ended
2002, 2001 and 2000.
Consolidated Statements of Cash Flows for Fiscal Years Ended
2002, 2001 and 2000.
Consolidated Balance Sheets at December 28, 2002 and December 29,
2001.
Consolidated Statements of Shareholders' Equity for Fiscal Years
Ended 2002, 2001 and 2000.
Notes to Consolidated Financial Statements.
2. Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts and Reserves.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are
inapplicable and, therefore, have been omitted.
3. The exhibits listed in the accompanying Exhibit Index and
required by Item 601 of Regulation S-K (numbered in accordance
with Item 601 of Regulation S-K) are filed or incorporated by
reference as part of this Report.
(b) Reports on Form 8-K
1. The Company's Current Report on Form 8-K, dated October 31, 2002,
relating to the certifications made by the Company's Chief
Executive Officer and Chief Financial Officer with respect to the
Company's Quarterly Report on Form 10-Q or the period ended
September 28, 2002 pursuant to Section 906 of the Sarbanes-Oxley
Act.
2. The Company's Current Report on Form 8-K, dated October 31, 2002,
relating to the Company's earnings for the third quarter of 2002.
(c) Exhibits -- See 15(a)3.
40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this February 27, 2003.
THE LAMSON & SESSIONS CO.
By /s/ James J. Abel
-------------------------------------
James J. Abel
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated as of February 18, 2003.
SIGNATURE TITLE
--------- -----
/s/ John B. Schulze Chairman of the Board, President
---------------------------- and Chief Executive Officer
John B. Schulze (Principal Executive Officer)
/s/ James J. Abel Executive Vice President, Secretary,
---------------------------- Treasurer and Chief Financial Officer
James J. Abel (Principal Financial Officer)
/s/ Lori L. Spencer Vice President and Controller
---------------------------- (Principal Accounting Officer)
Lori L. Spencer
/s/ James T. Bartlett* Director
----------------------------
James T. Bartlett
/s/ Francis H. Beam, Jr.* Director
----------------------------
Francis H. Beam, Jr.
/s/ Martin J. Cleary* Director
----------------------------
Martin J. Cleary
41
SIGNATURES -- CONTINUED
SIGNATURE TITLE
--------- -----
/s/ William H. Coquillette* Director
----------------------------
William H. Coquillette
/s/ John C. Dannemiller* Director
----------------------------
John C. Dannemiller
/s/ George R. Hill* Director
----------------------------
George R. Hill
/s/ A. Malachi Mixon, III* Director
----------------------------
A. Malachi Mixon, III
/s/ D. Van Skilling* Director
----------------------------
D. Van Skilling
* The undersigned, by signing his name hereto, does sign and execute this
Annual Report on Form 10-K pursuant to a Power of Attorney executed on
behalf of the above-named directors of The Lamson & Sessions Co. and filed
herewith as Exhibit 24 on behalf of The Lamson & Sessions Co. and each such
person.
February 27, 2003 By /s/ James J. Abel
--------------------------------
James J. Abel, Attorney-in-fact
CERTIFICATIONS
I, John B. Schulze, President and Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of The Lamson &
Sessions Co.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
42
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
February 27, 2003 /s/ John B. Schulze
----------------------------------
John B. Schulze
Chairman of the Board, President
and Chief Executive Officer
CERTIFICATIONS
I, James J. Abel, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of The Lamson &
Sessions Co.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
43
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
February 27, 2003 /s/ James J. Abel
-------------------------------------
James J. Abel
Executive Vice President, Secretary
Treasurer and Chief Financial Officer
44
EXHIBIT INDEX
Management Contracts and Compensatory Plans required to be filed pursuant to
Item 14 of Form 10-K are identified with an asterisk (*).
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
3(a) Amended Articles of Incorporation of the Company (incorporated by
reference to Exhibit 4(a) to the Company's Registration Statement on
Form S-8 (Registration No. 333-32875) filed with the Securities and
Exchange Commission on August 5, 1997).
3(b) Amended Code of Regulations of the Company (incorporated by reference
to Exhibit 3(a) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001 (the "first quarter 2001 Form 10-Q")).
4(a) Form of Rights Certificate (incorporated by reference to Exhibit 4.1
to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on September 9, 1998).
4(b) Rights Agreement, dated as of September 8, 1998, by and between the
Company and National City Bank (incorporated by reference to Exhibit
4.1 to the Company's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on September 9, 1998).
*10(a) Form of Three-Year Executive Change-in-Control Agreement between the
Company and certain executive officers (incorporated by reference to
Exhibit 10(b) to the Company's Annual Report on Form 10-K for the year
ended January 1, 2000).
*10(b) Form of Two-Year Executive Change-in-Control Agreement between the
Company and certain executive officers (incorporated by reference to
Exhibit 10(c) to the Company's Annual Report on Form 10-K for the year
ended January 1, 2000).
*10(c) Form of Indemnification Agreement between the Company and the
Directors and certain officers (incorporated by reference to Exhibit
10(g) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
10(d) Asset Purchase Agreement between Iochpe-Maxion Ohio, Inc. and The
Lamson & Sessions Co. dated as of May 4, 1994 (incorporated by
reference to Exhibit 10 to the Company's Current Report on Form 8-K
dated as of May 27, 1994).
10(e) Share Purchase Agreement, dated as of August 20, 2000, by and among
the Company, Pyramid Industries, Inc. and the shareholders of Pyramid
Industries, Inc. (incorporated by reference to Exhibit 2 of the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on October 6, 2000).
10(f) Share Purchase Agreement, dated as of December 6, 2000, by and among
the Company, Ameriduct Worldwide, Inc. and the shareholders of
Ameriduct Worldwide, Inc. (incorporated by reference to Exhibit 2 of
the Company's Current Report on Form 8-K, filed with the Securities
and Exchange Commission on January 2, 2001).
45
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
10(g) Amended and Restated Credit Agreement, dated as of December 15, 2000,
among the Company, the Guarantors party thereto, the Lenders party
thereto, National City Bank, as Syndication Agent, Bank of America,
N.A., as Documentation Agent and Harris Trust and Savings Bank as
Administrative Agent (incorporated by reference to Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 29, 2001 (the "third quarter 2001 Form 10-Q")).
10(h) First Amendment to the Amended and Restated Credit Agreement, entered
into as of August 1, 2001, among the Company, the Guarantors party
thereto, the Lenders party thereto and Harris Trust and Savings Bank,
as Administrative Agent for the Lenders (incorporated by reference to
Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001).
10(i) Second Amendment to the Amended and Restated Credit Agreement, entered
into as of October 31, 2001, among the Company, the Guarantors party
thereto, the Lenders party thereto and Harris Trust and Savings Bank,
as Administrative Agent for the Lenders (incorporated by reference to
Exhibit 10(b) to the third quarter 2001 Form 10-Q).
10(j) Third Amendment to the Amended and Restated Credit Agreement, entered
into as of March 27, 2002, among The Lamson & Sessions Co., the
Guarantors party thereto, the Lenders party thereto, and Harris Trust
and Savings Bank, as Administrative Agent for the Lenders
(incorporated by reference to Exhibit 10(a) to the Company's quarterly
report on Form 10-Q for the quarterly period ended March 30, 2002).
10(k) Fourth Amendment to the Amended and Restated Credit Agreement, entered
into as of September 30, 2002, among The Lamson & Sessions Co., the
Guarantors party thereto, the Lenders party thereto, and Harris Trust
and Savings Bank, as Administrative Agent for the Lenders
(incorporated by reference to Exhibit 10(a) to the Company's quarterly
report on Form 10-Q for the quarterly period ended September 28,
2002).
10(l) Mortgage and Security Agreement, dated October 29, 1993, between The
Lamson & Sessions Co. and PFL Life Insurance Company (incorporated by
reference to Exhibit 10(j) to the Company's Annual Report on Form 10-K
for the year ended January 1, 1994).
*10(m) Form of Amended and Restated Supplemental Executive Retirement
Agreement dated as of March 20, 1990 between the Company and certain
of its executive officers (incorporated by reference to Exhibit 10(e)
to the Company's Annual Report on Form 10-K for the year ended
December 30, 1995).
*10(n) First Amendment to The Lamson & Sessions Co. Amended and Restated
Supplemental Retirement Agreement, effective January 1, 2000
(incorporated by reference to Exhibit 10(ak) to the Company's Annual
Report on Form 10-K for the year ended January 1, 2000).
*10(o) 1988 Incentive Equity Performance Plan (as amended and restated as of
February 26, 1998) (incorporated by reference to Exhibit 4(c) of the
Company's Registration Statement on Form S-3 (Registration No.
333-65795) filed with the Securities and Exchange Commission on
October 16, 1998).
*10(p) Amendment No. 3 to The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan (as amended and restated as of February 26, 1998)
(incorporated by reference to Exhibit 10(am) to the Company's Annual
Report on Form 10-K for the year ended January 1, 2000).
46
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
*10(q) Amendment No. 4 to The Lamson & Sessions Co. 1988 Incentive Equity
Performance Plan (as amended and restated as of February 26, 1998),
dated as of October 19, 2000 (incorporated by reference to Exhibit
10(d) to the first quarter 2001 Form 10-Q).
*10(r) Form of two-year non-qualified stock option agreement under the
Company's 1988 Incentive Equity Performance Plan (incorporated by
reference to Exhibit 10(e) to the third quarter 2001 Form 10-Q).
*10(s) Form of three-year non-qualified stock option agreement under the
Company's 1988 Incentive Equity Performance Plan (incorporated by
reference to Exhibit 10(f) to the third quarter 2001 Form 10-Q).
*10(t) 1998 Incentive Equity Plan (as amended and restated as of April 27,
2001) (incorporated by reference to Appendix A of the Company's Proxy
Statement dated March 23, 2001).
*10(u) Form of two-year non-qualified stock option agreement under the
Company's 1998 Incentive Equity Plan (incorporated by reference to
Exhibit 10(c) to the third quarter 2001 Form 10-Q).
*10(v) Form of three-year non-qualified stock option agreement under the
Company's 1998 Incentive Equity Plan (incorporated by reference to
Exhibit 10(d) to the third quarter 2001 Form 10-Q).
*10(w) The Company's Long-Term Incentive Plan (incorporated by reference to
Exhibit 10(h) to the Company's Annual Report on Form 10-K for the year
ended December 28, 1996).
*10(x) Amendment No. 1 to The Lamson & Sessions Co. Long-Term Incentive Plan,
effective January 1, 2000 (incorporated by reference to Exhibit 10(an)
to the Company's Annual Report on Form 10-K for the year ended January
1, 2000).
*10(y) The Lamson & Sessions Co. Deferred Savings Plan (as amended and
restated as of February 17, 1998 by Amendments 1-6) (incorporated by
reference to Exhibit 4(c) to the Company's Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on February
26, 1998 (Registration No. 333-46953).
*10(z) Amendment No. 7 to The Lamson & Sessions Co. Deferred Savings Plan
(incorporated by reference to Exhibit 10(a) to the first quarter 2001
Form 10-Q).
*10(aa) Amendment No. 8 to The Lamson & Sessions Co. Deferred Savings Plan
(incorporated by reference to Exhibit 10(b) to the first quarter 2001
Form 10-Q).
*10(bb) Amendment No. 9 to The Lamson & Sessions Co. Deferred Savings Plan
(incorporated by reference to Exhibit 10(c) to the first quarter 2001
Form 10-Q).
*10(cc) The Lamson & Sessions Co. Nonemployee Directors Stock Option Plan, as
amended and restated as of July 19, 2001 (incorporated by reference to
Exhibit 10(g) to the third quarter 2001 Form 10-Q).
*10(dd) Form of non-qualified stock option agreement under the Company's
Nonemployee Directors Stock Option Plan (incorporated by reference to
Exhibit 10(h) to the third quarter 2001 Form 10-Q).
47
EXHIBIT NO. DESCRIPTION OF DOCUMENT
----------- -----------------------
*10(ee) The Lamson & Sessions Co. Deferred Compensation Plan for Nonemployee
Directors, as amended and restated as of October 18, 2001
(incorporated by reference to Exhibit 10(i) to the third quarter 2001
Form 10-Q).
*10(ff) The Lamson & Sessions Co. Deferred Compensation Plan for Executive
Officers, as amended and restated as of October 18, 2001 (incorporated
by reference to Exhibit 10(j) to the third quarter 2001 Form 10-Q).
21 Subsidiaries of the Registrant, filed herewith.
23 Consent of Independent Auditors, filed herewith.
24 Powers of Attorney, filed herewith.
48