<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File Number 1-313
------
T H E L A M S O N & S E S S I O N S C O.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 34-0349210
-------------------------------------------- ------------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
25701 Science Park Drive
Cleveland, Ohio 44122-7313
-------------------------------------------- ------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
216/464-3400
------------------------------------------------------------
(Registrant's telephone number, including area code)
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
------- -------
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of July 1, 2000 the Registrant had outstanding 13,500,987 common shares.
<PAGE> 2
PART I
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED FIRST HALF ENDED
------------------------------------- ---------------------------------------
2000 1999 2000 1999
---------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES $ 91,284 100.0% $ 74,482 100.0% $ 171,639 100.0% $ 141,680 100.0%
Cost of products sold 64,376 70.5% 60,352 81.0% 123,411 71.9% 112,098 79.1%
---------- ----------- ------------ ------------
GROSS PROFIT 26,908 29.5% 14,130 19.0% 48,228 28.1% 29,582 20.9%
Operating expenses 15,462 17.0% 12,116 16.3% 28,699 16.7% 24,717 17.5%
---------- ----------- ------------ ------------
OPERATING INCOME 11,446 12.5% 2,014 2.7% 19,529 11.4% 4,865 3.4%
Net interest expense 921 1.0% 927 1.2% 1,546 0.9% 1,754 1.2%
---------- ----------- ------------ ------------
INCOME BEFORE INCOME TAXES 10,525 11.5% 1,087 1.5% 17,983 10.5% 3,111 2.2%
Income tax provision (benefit) 3,394 3.7% (700) -0.9% 6,154 3.6% (1,400) -1.0%
---------- ----------- ------------ ------------
NET INCOME $ 7,131 7.8% $ 1,787 2.4% $ 11,829 6.9% $ 4,511 3.2%
========== =========== ============ ============
BASIC EARNINGS PER COMMON SHARE $ 0.53 $ 0.13 $ 0.88 $ 0.34
========== =========== ============ ============
AVERAGE COMMON SHARES OUTSTANDING 13,490 13,445 13,474 13,445
========== =========== ============ ============
DILUTED EARNINGS PER COMMON SHARE $ 0.52 $ 0.13 $ 0.86 $ 0.33
========== =========== ============ ============
DILUTED AVERAGE COMMON SHARES
OUTSTANDING 13,811 13,516 13,704 13,488
========== =========== ============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
SECOND QUARTER SECOND QUARTER
ENDED YEAR END ENDED
---------------------------------------------------
2000 1999 1999
---------------------------------------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,180 $ 2,724 $ 587
Accounts receivable, net 51,517 40,676 44,197
Inventories, net
Finished goods and work-in-process 50,621 36,778 34,780
Raw materials 4,865 5,783 4,743
--------- --------- ---------
55,486 42,561 39,523
Deferred tax assets 12,508 4,963 6,381
Prepaid expenses and other 3,141 3,780 3,117
--------- --------- ---------
TOTAL CURRENT ASSETS 127,832 94,704 93,805
PENSION ASSETS 20,300 19,046 17,244
DEFERRED TAX ASSETS 4,000 15,787 6,769
OTHER ASSETS 5,259 5,689 5,539
PROPERTY, PLANT AND EQUIPMENT
Land 3,588 3,588 3,588
Buildings 22,323 22,251 21,920
Machinery and equipment 95,398 92,893 91,888
--------- --------- ---------
121,309 118,732 117,396
Less allowances for depreciation and amortization 73,271 70,639 66,749
--------- --------- ---------
TOTAL NET PROPERTY, PLANT, AND EQUIPMENT 48,038 48,093 50,647
--------- --------- ---------
TOTAL ASSETS $ 205,429 $ 183,319 $ 174,004
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 35,254 $ 28,237 $ 23,968
Accrued compensation and benefits 8,386 9,184 7,541
Other accrued expenses 17,230 11,269 14,564
Taxes 5,495 3,645 3,537
Current maturities of long-term debt 3,938 3,888 3,874
--------- --------- ---------
TOTAL CURRENT LIABILITIES 70,303 56,223 53,484
LONG-TERM DEBT 35,150 36,919 45,906
POST-RETIREMENT BENEFITS AND OTHER
LONG-TERM LIABILITIES 24,657 26,808 25,970
SHAREHOLDERS' EQUITY
Common shares 1,350 1,345 1,344
Other capital 73,904 73,616 73,574
Retained earnings (deficit) 617 (11,212) (25,489)
Accumulated other comprehensive income (loss) (552) (380) (785)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 75,319 63,369 48,644
--------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 205,429 $ 183,319 $ 174,004
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
FIRST HALF ENDED
--------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 11,829 $ 4,511
Adjustments to reconcile net income to cash provided (used)
by operating activities:
Depreciation and amortization 4,859 4,926
Deferred income taxes 4,242 (1,400)
Loss on retirement of assets - 110
Net change in working capital accounts:
Accounts receivable (10,841) (9,117)
Inventories (12,925) (361)
Prepaid expenses and other 639 (1,378)
Accounts payable, accrued expenses and other current liabilities 14,070 6,180
Other long-term items (3,381) (5,197)
--------------- ---------------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES 8,492 (1,726)
INVESTING ACTIVITIES
Net additions to property, plant and equipment (4,570) (4,749)
--------------- ---------------
CASH USED BY INVESTING ACTIVITIES (4,570) (4,749)
FINANCING ACTIVITIES
Net (payments) borrowings under secured credit agreement (1,500) 5,329
Net changes in long-term borrowings and capital lease obligations (219) (204)
Exercise of stock options 253 -
--------------- ---------------
CASH (USED) PROVIDED BY FINANCING ACTIVITIES (1,466) 5,125
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,456 (1,350)
Cash and cash equivalents at beginning of year 2,724 1,937
--------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,180 $ 587
=============== ===============
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
<PAGE> 5
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals and changes in accounting estimates)
considered necessary for a fair presentation of the results of operations have
been included. Certain 1999 amounts have been reclassified to conform with 2000
classifications.
NOTE B - INCOME TAXES
The difference in the second quarter of 1999 between the income tax provision
and the applicable statutory tax rate is due to changes in the valuation
allowance related to the tax benefits arising from prior year federal net
operating loss carryforwards.
Effective in the fourth quarter of 1999, the Company recognized the full benefit
of its federal net operating loss carryforwards (i.e. by reducing a substantial
portion of its valuation allowance on its deferred tax assets).
The second quarter 2000 income tax provision was calculated based on
management's current estimate of the effective tax rate for the year. As a
result, the 2000 annual effective tax rate of 34% reflects the Company's
estimated statutory federal and state tax rate, which principally is a non-cash
charge. In the second quarter of 2000, the Company reduced its valuation
allowance on its deferred tax assets by $500,000 as a result of anticipated
utilization of state net operating losses and tax credits.
NOTE C - BUSINESS SEGMENTS
The Company's reportable segments are as follows:
CARLON - INDUSTRIAL, RESIDENTIAL, COMMERCIAL, TELECOMMUNICATIONS AND UTILITY
CONSTRUCTION: The major customers served are electrical contractors and
distributors, original equipment manufacturers, electric power utilities, cable
television (CATV), telephone and telecommunications companies. The principal
products sold by this segment include electrical and wire raceway systems and a
broad line of nonmetallic enclosures, outlet boxes and electrical fittings.
Examples of the applications for the products included in this segment are
multi-cell duct systems 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 repair market. The products
included in this segment are outlet boxes, liquidtight conduit and electrical
fittings. In addition, this segment supplies its market with products such as
light dimmers, fan speed controls, touch controls, wireless door chimes, motion
sensors and home security systems.
PVC PIPE: This business segment supplies electrical, power and communications
conduit to the electrical distribution, telecommunications, consumer and power
utility markets. In addition, it provides engineered sewer products to various
municipalities and private contractors for drainage systems in new construction
and rehabilitation markets. Principal products utilized by the waste water
market include closed profile engineered sewer pipe for new sewer construction
and existing sewer line rehabilitation. The products range in diameter from 4
inches to 54 inches for sewer products and 1/2 inch to 6 inches for electrical
and telecommunications conduit.
5
<PAGE> 6
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE C - BUSINESS SEGMENTS - CONTINUED
(Dollars in thousands)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED FIRST HALF ENDED
----------------------------- -----------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
NET SALES
Carlon $ 34,465 $ 31,977 $ 64,834 $ 59,219
Lamson Home Products 15,915 12,397 30,895 25,784
PVC Pipe 40,904 30,108 75,910 56,677
--------- --------- --------- ---------
$ 91,284 $ 74,482 $ 171,639 $ 141,680
========= ========= ========= =========
OPERATING INCOME (LOSS)
Carlon $ 6,847 $ 5,179 $ 10,163 $ 7,919
Lamson Home Products 725 617 919 898
PVC Pipe 8,534 (684) 14,940 1,509
Corporate Office (4,660) (3,098) (6,493) (5,461)
--------- --------- --------- ---------
$ 11,446 $ 2,014 $ 19,529 $ 4,865
========= ========= ========= =========
DEPRECIATION AND AMORTIZATION
Carlon $ 806 $ 870 $ 1,655 $ 1,764
Lamson Home Products 639 659 1,317 1,337
PVC Pipe 949 890 1,887 1,825
--------- --------- --------- ---------
$ 2,394 $ 2,419 $ 4,859 $ 4,926
========= ========= ========= =========
</TABLE>
Total Assets By Business Segment at July 1, 2000, January 1, 2000 and July 3,
1999 are as follows:
<TABLE>
<CAPTION>
JULY 1, JANUARY 1, JULY 3,
2000 2000 1999
-------- -------- --------
<S> <C> <C> <C>
IDENTIFIABLE ASSETS
Carlon $ 54,308 $ 52,326 $ 55,181
Lamson Home Products 34,198 30,658 32,766
PVC Pipe 69,427 51,393 49,571
Corporate Office (includes
deferred tax and pension assets) 47,496 48,942 36,486
-------- -------- --------
$205,429 $183,319 $174,004
======== ======== ========
</TABLE>
6
<PAGE> 7
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE D - COMPREHENSIVE INCOME
The components of comprehensive income (loss) for the second quarter and first
half of 2000 and 1999 are as follows:
(Dollars in thousands)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED FIRST HALF ENDED
------------------------------- -------------------------------
JULY 1, JULY 3, JULY 1, JULY 3,
2000 1999 2000 1999
--------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net income $ 7,131 $ $ 1,787 $ 11,829 $ 4,511
Foreign currency translation adjustments (30) 13 (172) 2
--------------- -------------- --------------- ---------------
Comprehensive income $ 7,101 $ $ 1,800 $ 11,657 $ 4,513
=============== ============== =============== ===============
</TABLE>
The components of accumulated other comprehensive loss, at July 1, 2000, January
1, 2000 and July 3, 1999 are as follows:
(Dollars in thousands)
<TABLE>
<CAPTION>
JULY 1, JANUARY 1, JULY 3,
2000 2000 1999
----------------- ----------------- -----------------
<S> <C> <C> <C>
Foreign currency translation adjustments $ (495) $ $ (323) $ (349)
Minimum pension liability adjustments (57) (57) (436)
----------------- ----------------- -----------------
Accumulated other comprehensive loss $ (552) $ $ (380) $ (785)
================= ================= =================
</TABLE>
7
<PAGE> 8
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE E - EARNINGS PER SHARE CALCULATION
The following table sets for the computation of basic and diluted earnings per
share:
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED FIRST HALF ENDED
------------------------------- -------------------------------
2000 1999 2000 1999
-------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
BASIC EARNINGS-PER-SHARE COMPUTATION
------------------------------------
Net Income $ 7,131 $ 1,787 $ 11,829 $ 4,511
============== =============== =============== ==============
Average Common Shares Outstanding 13,490 13,445 13,474 13,445
============== =============== =============== ==============
Basic Earnings Per Share $ 0.53 $ 0.13 $ 0.88 $ 0.34
============== =============== =============== ==============
DILUTED EARNINGS-PER-SHARE COMPUTATION
--------------------------------------
Net Income $ 7,131 $ 1,787 $ 11,829 $ 4,511
============== =============== =============== ==============
Basic Shares Outstanding 13,490 13,445 13,474 13,445
Stock Options calculated under
the Treasury Stock Method 321 71 230 43
-------------- --------------- --------------- --------------
Total Shares 13,811 13,516 13,704 13,488
============== =============== =============== ==============
Diluted Earnings Per Share $ 0.52 $ 0.13 $ 0.86 $ 0.33
============== =============== =============== ==============
</TABLE>
NOTE F - SUBSEQUENT EVENT
On August 8, 2000 the Company signed a new secured revolving credit agreement
with a consortium of nine banks. This credit facility replaced the current
secured credit agreement scheduled to expire June 30, 2001. The new $125 million
agreement is a five-year facility and includes restrictive covenants for net
worth and leverage ratios. Upfront fees under this agreement will be amortized
as interest expense over the term of the credit facility.
8
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
---------------------
Net sales during the second quarter 2000 rose 22.6% compared with the second
quarter of 1999. All business segments experienced increases with the PVC Pipe
business leading the way with a 35.9% growth rate. This was primarily due to
higher PVC Pipe pricing than 1999, driven by higher polyvinylchloride (PVC)
resin cost increases. Demand for electrical and, in particular,
telecommunications duct remained strong. Lamson Home Products had robust
quarterly growth over last year of 28.4%, reflecting increased market share from
key customer additions this year. Finally, Carlon continued its steady growth of
7.8% compared with the prior year's quarter as a result of higher selling prices
and strong demand in the telecom infrastructure market.
For the first half of 2000, sales increased by almost $30 million or 21.1% from
the first half of 1999. Consistent with the second quarter, PVC Pipe experienced
the highest growth at 33.9%, followed by Lamson Home Products with 19.8%, and
Carlon with 9.5%. On average, PVC Pipe selling prices have increased over
80.0% from the first half of 1999 while volume is down over 25.0% as some of the
capacity is being used to support more highly engineered telecom products in
Carlon and fabricated electrical products in both Carlon and Lamson Home
Products.
Gross margin percentage in the second quarter 2000 improved by 55.0% to 29.5%
compared with 19.0% in the same period of 1999. Gross margin percentage
increased from 20.9% to 28.1%, or a 34.0% improvement in the first half of 2000
compared with 1999 results. In the second quarter of 1999 the Company recorded
$1.6 million ($2.1 million for the first half of 1999) in restructuring costs
from the consolidation of the Company's distribution centers. The return on
this investment is being realized in 2000 as the Company is incurring lower
distribution and freight costs per unit shipped. In addition, growth in molded
and fabricated electrical products and new telecommunications products have
fueled a better product mix and, consequently, higher gross margin. Finally,
price increases implemented during the first quarter of 2000, particularly in
the Carlon and PVC Pipe businesses, were maintained in the second quarter in
order to offset raw material cost increases.
Operating income for the second quarter was $11.4 million (12.5% of sales) and
represented in excess of a 450% improvement over the $2.0 million (2.7% of
sales) reported for last year's second quarter. There has also been a dramatic
improvement from $4.9 million, or a 3.4% operating margin in the first half of
1999 to $19.5 million, or 11.4% operating margin in the first half of 2000.
Despite increased sales commissions, legal expenses and professional fees
incurred during the second quarter of 2000, operating expenses, as a percentage
of sales, dropped to 16.7% from 17.5% in the first half of 2000 compared with
the same period in 1999, and were only up slightly at 17.0% of sales during the
second quarter of 2000 compared with 1999.
Lower debt levels offset slightly higher interest rates (7.8% in second quarter
2000 versus 7.3% in second quarter 1999) resulting in similar period-to-period
interest expense.
The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) was $13.8 million for the second quarter of 2000, and $24.4 million for
the first half of 2000 compared with $4.4 million and $9.8 million for the
respective periods in 1999.
FINANCIAL CONDITION
-------------------
Working capital continued to increase during the quarter reaching $57.5 million,
which is $10.3 million higher than the first quarter of 2000 and $17.2 million
higher than mid year 1999. Even given this working capital increase, the
Company generated $8.5 million of cash flow from operating activities in the
first half of 2000 compared with a cash outflow of $1.7 million during the first
half of 1999. Strong net income offset increases in net working capital.
9
<PAGE> 10
The higher sales levels in the current quarter resulted in $51.5 million in
accounts receivable at the end of the current quarter. This is an increase of
$7.3 million, or 16.6% over the same period of the prior year and $6.8 million,
or 15.1% over the current year first quarter. Days sales outstanding continue to
be at around 48 days this quarter, which is consistent with first quarter and 4%
better than the prior year.
Inventory is higher by $6 million than the first quarter of 2000 reflecting the
normal build that takes place to ensure adequate supply during the summer
building season. The increase in inventory compared with the second quarter of
1999 is $16 million, or about 40%. This reflects higher raw material costs in
the current year and increased PVC Pipe inventory. At this time in 1999 the
Company was beginning to realize the effects of a shortage of PVC pipe grade
resin as a major supplier was impacted by tornado damage and material supply in
the overall market was tight. Accounts payable have increased by $11.3 million
over the second quarter of 1999 partially offsetting the cash outflow effect of
this inventory build.
Strong operating results and resulting cash flow have reduced the Company's
long-term debt-to-equity ratio to 46.7%, a historical low.
The Company invested $4.6 million in property, plant and equipment during the
first half of 2000. The primary capital expenditures continue to be PVC and
Polyethylene extrusion line capacity expansions and quality enhancements as well
as web-based customer service system developments. The Company anticipates
spending approximately $12 million on manufacturing capacity, productivity
improvements and e-commerce related investments in 2000.
The Company paid down $1.7 million in borrowings during the first half of 2000
which compares favorably with an increase in net borrowings of $5.1 million
during the first half of 1999, despite the significant increases in working
capital described above.
The Company has refinanced its credit facility which resulted in increasing its
total borrowing capacity to $125 million. The new secured credit agreement will
provide financing for general corporate purposes, capital expenditures and for
potential acquisitions.
OUTLOOK
-------
The following paragraphs contain forward-looking comments. These comments are
subject to, and the actual future results may be impacted by, the cautionary
limitations and factors outlined in the following narrative comments.
The demand for the Company's products follows new housing starts and several
national indexes, depending on their market concentration, including telecom
market construction, consumer confidence and consumer spending, all of which
have been fairly stable in the first half of 2000. With the most recent interest
rate increases there has been some slowing in the new home sales, however other
economic indicators while moderating, remain positive.
The Company expects to realize top-line growth in all three business segments
over the second half of the year although it will be at a lower growth rate than
the first half. This confidence is based on the assumption that the impact of
recent interest rate increases will only serve to moderate general economic
demand and that of the primary markets which we serve.
The PVC Pipe demand is projected to be strong especially in the
telecommunications market. While PVC resin supply has been tight, we believe
that demand will moderate in response to higher interest rates and the addition
of new capacity which may enter the market later this year. Accordingly, resin
costs and selling prices are expected to level out through the third quarter
and may decline somewhat later in the year.
10
<PAGE> 11
As mentioned in the first quarter Form 10-Q, the Lamson Home Products business
unit had a line review with its most significant customer in July. Based on the
results the Company believes that approximately $1 million of sales was lost on
an annual basis. It is expected that the new customers recently obtained will
absorb this volume at a more profitable level; and although sales growth may be
slowed in the second half, the earnings impact should be positive.
The telecom infrastructure market continues to show signs of strength with the
announcement of new fiber optic cable installation projects being announced for
bid by some of the major providers. The Company continues to believe the market
research that predicts 10-15% growth in infrastructure spending for at least the
next five years. The Carlon business unit and to some degree the PVC Pipe
business seek to capitalize on this growth opportunity with new engineered cable
management products and production capacity expansions. This market is also the
primary focus of the Company's acquisition efforts.
The above statements contain expectations that are forward looking 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 polyvinylchloride resin pricing, (ii) changes in
the pattern of construction spending in both the new construction and repair and
rehabilitation markets, (iii) changes in the number and distribution of housing
starts, (iv) fluctuations in the interest rate affecting housing starts, (v) the
ability of the Company to pass through raw material cost increases to its
customers and (vi) a reversal in the country's general pattern of economic
stability affecting the markets for the Company's products.
PART II
-------
ITEM 1 - LEGAL PROCEEDINGS
--------------------------
On September 23, 1999, the Company announced that a United States District Court
jury in the Northern District of Illinois found that the Company willfully
infringed on a patent held by Intermatic Incorporated of Spring Grove, Illinois,
relating to the design of an in-use weatherproof electrical outlet cover, and
awarded Intermatic $12.5 million in damages plus pre-judgment interest of
approximately $1.5 million. The court declined to increase the damages with
respect to the willfulness finding. The Company is pursing a vigorous appeal and
believes it has meritorious positions that will substantially reduce or
eliminate the jury award. If, however, the appeal process is not successful, the
final resolution of the matter could have a material adverse affect on the
Company's financial position, cash flows and results of operations. It is the
Company's understanding that the appeal process may require a one-to-two year
period.
The Company has filed suit to recover damages related to the termination of the
agreement to sell its PVC Pipe business. It is premature to estimate the timing
for a resolution of this suit.
The Company is also a party to various other claims and matters of litigation
incidental to the normal course of its business. Management believes that the
final resolution of these matters will not have a material adverse affect on the
Company's financial position, cash flows and results of operations.
11
<PAGE> 12
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
On April 28, 2000, the Company held its Annual Meeting of Shareholders. At the
meeting, 12,453,170 Common Shares (92.57% of the Common Shares outstanding) were
voted. An amendment to The Lamson & Sessions Co. 1998 Incentive Equity Plan was
approved by a vote of 10,946,661 shares For, 1,470,392 shares Against, and
36,116 shares Abstained. The following directors were elected to Class II and
received the votes indicated next to their names.
WITHHELD
CLASS II FOR AUTHORITY
----------------------------- ---------------- ----------------
John C. Dannemiller 12,252,385 200,785
George R. Hill 12,255,485 197,685
D. Van Skilling 12,243,785 209,385
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a) Exhibits
10(a) Credit Agreement, dated as of August 8,
2000, among the Lamson & Sessions Co., the
guarantors from time to time parties
thereto, the lenders from time to time
parties thereto, National City Bank, as
Syndication Agent, Bank of America, N.A., as
Documentation Agent, and Harris Trust and
Savings Bank, as Administrative Agent.
27 Financial Data Schedule
(b) Reports on Form 8-K. There were no reports on
Form 8-K filed for the three months ended
July 1, 2000.
12
<PAGE> 13
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE LAMSON & SESSIONS CO.
-------------------------
(Registrant)
DATE: August 15, 2000 By /s/ James J.Abel
-----------------------------------------
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
13
<PAGE> 14
FOR FURTHER INFORMATION, PLEASE CONTACT:
JAMES J. ABEL
EXECUTIVE VICE PRESIDENT, SECRETARY,
TREASURER AND CHIEF FINANCIAL OFFICER
THE LAMSON & SESSIONS CO.
(216) 766-6557
14
