<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 April 1, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File Number 1-313
------
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)
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)
216/464-3400
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(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 April 1, 2000 the Registrant had outstanding 13,469,237 common shares.
<PAGE> 2
PART I
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
<TABLE>
<CAPTION>
(Dollars in thousands, except per share data) FIRST QUARTER ENDED
-------------------------------------------------------------------------
2000 1999
-------------------------------------- -------------------------------
<S> <C> <C> <C> <C>
NET SALES $ 80,355 100.0% $ 67,198 100.0%
Cost of products sold 59,035 73.5% 51,746 77.0%
------------------------ --------------------
GROSS PROFIT 21,320 26.5% 15,452 23.0%
Operating expenses 13,237 16.4% 12,601 18.8%
------------------------ --------------------
OPERATING INCOME 8,083 10.1% 2,851 4.2%
Net interest expense 625 0.8% 827 1.2%
------------------------ --------------------
INCOME BEFORE INCOME TAXES 7,458 9.3% 2,024 3.0%
Income tax provision (benefit) 2,760 3.5% (700) -1.1%
------------------------ --------------------
NET INCOME $ 4,698 5.8% $ 2,724 4.1%
======================== ====================
BASIC EARNINGS PER COMMON SHARE $ 0.35 $ 0.20
======================== ====================
AVERAGE COMMON SHARES OUTSTANDING 13,459 13,445
======================== ====================
DILUTED EARNINGS PER COMMON SHARE $ 0.35 $ 0.20
======================== ====================
DILUTED AVERAGE COMMON SHARES OUTSTANDING 13,597 13,459
======================== ====================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 3
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
<TABLE>
<CAPTION>
(Dollars in thousands) FIRST QUARTER FIRST QUARTER
ENDED YEAR END ENDED
------------------------------------------------------
2000 1999 1999
------------------------------------------------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,371 $ 2,724 $ 703
Accounts receivable 44,746 40,676 40,237
Inventories:
Finished goods and work-in-process 44,592 36,778 38,968
Raw materials 4,937 5,783 4,625
--------- --------- ---------
49,529 42,561 43,593
Deferred tax assets 9,000 4,963 6,057
Prepaid expenses and other 3,166 3,780 2,616
--------- --------- ---------
TOTAL CURRENT ASSETS 108,812 94,704 93,206
PENSION ASSETS 19,673 19,046 15,748
DEFERRED TAX ASSETS 9,570 15,787 6,393
OTHER ASSETS 5,673 5,689 5,222
PROPERTY, PLANT AND EQUIPMENT
Land 3,588 3,588 3,588
Buildings 22,323 22,251 21,626
Machinery and equipment 94,443 92,893 90,351
--------- --------- ---------
120,354 118,732 115,565
Less allowances for depreciation and amortization 72,868 70,639 64,668
--------- --------- ---------
TOTAL NET PROPERTY, PLANT, AND EQUIPMENT 47,486 48,093 50,897
--------- --------- ---------
TOTAL ASSETS $ 191,214 $ 183,319 $ 171,466
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 34,606 $ 28,237 $ 24,993
Accrued compensation and benefits 7,865 9,184 7,272
Other accrued expenses 10,775 11,269 11,685
Taxes 4,489 3,645 3,586
Current maturities of long-term debt 3,888 3,888 3,886
--------- --------- ---------
TOTAL CURRENT LIABILITIES 61,623 56,223 51,422
LONG-TERM DEBT 35,033 36,919 44,843
POST-RETIREMENT BENEFITS AND OTHER
LONG-TERM LIABILITIES 26,554 26,808 28,357
SHAREHOLDERS' EQUITY
Common shares 1,347 1,345 1,344
Other capital 73,693 73,616 73,574
Retained earnings (deficit) (6,514) (11,212) (27,276)
Accumulated other comprehensive income (loss) (522) (380) (798)
--------- --------- ---------
TOTAL SHAREHOLDERS' EQUITY 68,004 63,369 46,844
--------- --------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 191,214 $ 183,319 $ 171,466
========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
(Dollars in thousands)
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
--------------------------------------
2000 1999
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,698 $ 2,724
Adjustments to reconcile net income to cash provided (used)
by operating activities:
Depreciation and amortization 2,465 2,507
Deferred income taxes 2,180 (700)
Net change in working capital accounts:
Accounts receivable (4,070) (5,157)
Inventories (6,968) (4,431)
Prepaid expenses and other 614 (877)
Accounts payble, accrued expenses and other current liabilities 5,400 4,106
Other long-term items (934) (911)
------------------ ------------------
CASH PROVIDED (USED) BY OPERATING ACTIVITIES 3,385 (2,739)
INVESTING ACTIVITIES
Net additions to property, plant and equipment (1,891) (2,569)
------------------ ------------------
CASH USED IN INVESTING ACTIVITIES (1,891) (2,569)
FINANCING ACTIVITIES
Net (payments) borrowings under secured credit agreement (1,750) 4,190
Net change in long-term borrowings and capital lease obligations (136) (116)
Exercise of stock options 39 -
------------------ ------------------
CASH (USED) PROVIDED BY FINANCING ACTIVITIES (1,847) 4,074
------------------ ------------------
DECREASE IN CASH AND CASH EQUIVALENTS (353) (1,234)
Cash and cash equivalents at beginning of year 2,724 1,937
------------------ ------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,371 $ 703
================== ==================
</TABLE>
See Notes to Consolidated Financial Statements (Unaudited)
4
<PAGE> 5
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments, which consist of normal recurring accruals and changes in
accounting estimates, that are 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 first 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 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 first 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 37% reflects the Company's
estimated statutory federal and state tax rate, which principally is a non-cash
charge.
NOTE C - BUSINESS SEGMENTS
The Company's reportable segments are as follows:
CARLON - INDUSTRIAL, RESIDENTIAL, COMMERCIAL, TELECOMMUNICATIONS AND UTILITY
CONSTRUCTION: The major customers served are electrical contractors and
distributors, original equipment manufacturers, electric power utilities, cable
television (CATV), telephone and telecommunications companies. The principal
products sold by this segment include electrical 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 DIY home repair market. The products included in this
segment are outlet boxes, weatherproof products, specialty flexible conduit and
electrical fittings. In addition, this segment supplies its market with products
such as lighting 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, retail, power utility and
telecommunications markets. In addition, it provides engineered sewer products
to various municipalities and private contractors for drainage systems, sewer
construction and rehabilitation. 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 21
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
<TABLE>
<CAPTION>
(Dollars in thousands) FIRST QUARTER
---------------------------------------------
2000 1999
---------------------- ----------------------
<S> <C> <C>
NET SALES
Carlon $ 30,369 $ 27,242
Lamson Home Products 14,980 13,387
PVC Pipe 35,006 26,569
---------------------- ----------------------
$ 80,355 $ 67,198
====================== ======================
OPERATING INCOME (LOSS)
Carlon $ 3,316 $ 2,740
Lamson Home Products 194 280
PVC Pipe 6,406 2,192
Corporate Office (includes costs associated with the
consolidation of distribution operations in 1999) (1,833) (2,361)
---------------------- ----------------------
$ 8,083 $ 2,851
====================== ======================
DEPRECIATION AND AMORTIZATION
Carlon $ 849 $ 893
Lamson Home Products 678 678
PVC Pipe 938 936
---------------------- ----------------------
$ 2,465 $ 2,507
====================== ======================
Total assets by business segment at April 1, 2000 and January 1, 2000.
APRIL 1, 2000 JANUARY 1, 2000
---------------------- ----------------------
IDENTIFIABLE ASSETS
Carlon $ 52,682 $ 52,326
Lamson Home Products 31,696 30,658
PVC Pipe 60,355 51,393
Corporate Office (includes deferred tax and
pension assets) 46,481 48,942
---------------------- ----------------------
$ 191,214 $ 183,319
====================== ======================
</TABLE>
6
<PAGE> 7
THE LAMSON & SESSIONS CO. AND SUBSIDIARIES
NOTE D - COMPREHENSIVE INCOME
The components of comprehensive income (loss) for the first quarter of 2000 and
1999 are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands) FIRST QUARTER ENDED
APRIL 1, 2000 APRIL 2, 1999
------------------ ------------------
<S> <C> <C>
Net income $ 4,698 $ 2,724
Foreign currency translation adjustments (142) (11)
------------------ ------------------
Comprehensive income $ 4,556 $ 2,713
================== ==================
</TABLE>
The components of accumulated comprehensive loss, at April 1, 2000 and January
1, 2000, are as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
APRIL 1, 2000 JANUARY 1, 2000
------------------ ---------------------
<S> <C> <C>
Foreign currency translation adjustments $ (465) $ (323)
Minimum pension liability adjustments (57) (57)
------------------ ---------------------
Accumulated other comprehensive loss $ (522) $ (380)
================== =====================
</TABLE>
NOTE E - EARNINGS PER SHARE CALCULATION
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
(In thousands, except per share amounts) FIRST QUARTER ENDED
------------------------------------
2000 1999
------------------------------------
<S> <C> <C>
BASIC EARNINGS-PER-SHARE COMPUTATION
Net Income $ 4,698 $ 2,724
================= =================
Average Common Shares Oustanding 13,459 13,445
================= =================
Basic Earnings Per Share $ 0.35 $ 0.20
================= =================
DILUTED EARNINGS-PER-SHARE COMPUTATION
Net Income $ 4,698 $ 2,724
================= =================
Basic Shares Oustanding 13,459 13,445
Stock Options Calculated Under the Treasury Stock Method 138 14
----------------- -----------------
Total Shares 13,597 13,459
Diluted Earnings Per Share $ 0.35 $ 0.20
================= =================
</TABLE>
7
<PAGE> 8
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the quarter increased nearly 20% compared with the prior year first
quarter. All segments participated in this top-line growth. Carlon sales
improved 11.5% as the business unit's growth in inside premise and outside plant
telecommunications products remained strong. Carlon also benefited from higher
electrical product sales, which included a modest price increase. Higher sales
volumes in Lamson Home Products resulted in increased market share and sales
growth over the prior year quarter of approximately 12%. During the quarter the
business unit added several product categories at Lowes, added Sears as a new
customer and benefited from the continued robust home improvement market. The
PVC Pipe Business posted exceptional results in the first quarter 2000 with
sales increasing nearly 32% over the prior year quarter. This was driven by an
increase in pipe prices of over 50% from the prior year quarter due to strong
demand and increasing raw material costs. Total pipe pounds sold declined by 13%
in the quarter compared to the abnormally high first quarter of 1999. However,
the telecommunication duct portion of the business experienced a volume increase
of nearly 10%, which improved the product mix considerably.
Gross profit as a percentage of net sales improved 15%, from 23% in the first
quarter 1999, to 26.5% in the current quarter. The strong performance was
attributable to a favorable mix of new telecommunications products in both
Carlon and the PVC Pipe segments, logistic cost efficiencies achieved from the
consolidation of our distribution operations and a strong demand for PVC pipe
which allowed favorable selling prices to offset raw material cost increases.
Operating income was over $8 million, or 10.1% of net sales in the first quarter
of 2000, compared to $2.9 million or 4.2% of net sales in the prior year first
quarter. Operating expenses as a percentage of net sales dropped from 18.8% in
1999 to 16.5% in the current quarter. Our investment in the Company's
information technology infrastructure and human resource development has kept
operating expense, a large portion of which is commissions, growing at only 5%
despite much higher sales growth.
Net interest expense is comparable to the prior year as average debt levels were
lower and interest rates higher. In addition, the Company received $200,000
during the quarter in interest from a state tax refund.
An income tax provision of $2.8 million or 37% was recorded in the current
quarter versus a credit of $700,000 in the prior year quarter. See Footnote B to
the Consolidated Financial Statements. If the 37% estimated tax rate had been
applied (on a proforma basis) to the first quarter of 1999, net income would
have been reduced to $1.3 million or $0.09 per diluted share compared with $0.35
per diluted share in the current quarter.
The Company's Earnings Before Interest, Taxes, Depreciation and Amortization
(EBITDA) rose to $10.5 million in the current quarter, nearly double last year's
first quarter of $5.4 million.
FINANCIAL CONDITION
During the quarter, working capital increased by $8.7 million to $47.2 million
and was higher than last year's first quarter by $5.4 million. The Company also
experienced $3.4 million in favorable cash flow from operating activities in
this first quarter versus a cash outflow of $2.7 million in 1999's first
quarter. The strong quarterly operating results offset seasonal net increases in
accounts receivable, inventories and accounts payable.
Accounts receivable increased $4.1 million compared with year-end levels due to
higher sales in the current quarter. Although receivables were higher by $4.5
million compared with the prior year first quarter, days sales outstanding
improved from 50 days in 1999 to 48 days in 2000. Inventory increased $7 million
and $5.9 million from year-end and the prior year first quarter, respectively.
This reflects the buildup of inventory heading into the construction season and
higher raw material costs compared with the prior year. Accounts payable are
higher
8
<PAGE> 9
by $6.4 million from year-end and $9.6 million more than the prior year first
quarter. This increase is attributable to the funding of the inventory build.
The Company invested $1.9 million in property, plant and equipment. The primary
capital expenditures were for PVC and Polyethylene extrusion line capacity
expansions and web-based customer service system developments. The Company
anticipates spending $10 to $12 million on additional manufacturing capacity,
productivity improvements and e-commerce related investments during 2000.
The Company paid down $1.9 million in borrowings during the first quarter of
2000 compared with an increase in net borrowings by over $4 million during the
first quarter of 1999.
The Company has up to $14 million in availability under the revolver portion of
its secured credit agreement at the end of the first quarter and believes it has
sufficient credit available to support the operating needs of the business and
fund capital projects. The Company is pursuing a refinancing of its debt to
increase its borrowing capacity and to provide financing 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 home sales and housing start
construction indexes, telecom market construction, consumer confidence and
consumer spending in the DIY retail market, all of which is expected to be
fairly stable in 2000.
The Company expects to continue top-line growth in all three business segments
over the next several quarters provided that interest rate increases only serve
to slow the growth rate in the general economy and not to stagnate it.
In particular, PVC pipe demand is projected to continue its steady growth while
PVC resin supply is expected to be tight for the foreseeable future as the only
announced new PVC resin supply increase is scheduled for 2001. The Company has
negotiated raw material supply agreements that will be in place for the next
several years to help to ensure adequate supply of raw material during this
period. These market conditions should support continued favorable trends in
selling prices.
Finally, we believe that the telecommunications market forecasts which suggest
that infrastructure spending will grow by 10-15% annually for at least the next
five years are reasonable. The Carlon business unit is poised to serve this
market with its engineered cable management products and the Company continues
to concentrate on acquisition opportunities and capacity expansion efforts to
add to our telecommunications product offerings.
The only cautionary item on the near term horizon relates to the Lamson Home
Products unit. In an effort to pass on extraordinary raw material cost increases
management has implemented price increases with all retail customers which has
triggered a product line review by Home Depot during the third quarter.
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 polyvinyl chloride 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.
9
<PAGE> 10
PART II
ITEM 1. - LEGAL PROCEEDINGS
On September 23, 1999, the Company announced that a United States District Court
jury in the Northern District of Illinois found that the Company willfully
infringed on a patent held by Intermatic Incorporated of Spring Grove, Illinois,
relating to the design of an in-use weatherproof electrical outlet cover, and
awarded Intermatic $12.5 million in damages plus pre-judgment interest of
approximately $1.5 million. The court declined to increase the damages with
respect to the willfulness finding. The Company is pursuing a vigorous appeal
and believes it has meritorious positions that will substantially reduce or
eliminate the jury award. If, however, the appeal process is not successful, the
final resolution of the matter could have a material adverse affect on the
Company's financial position, cash flows and results of operations. 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.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27 Financial Data Schedule
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for the
three months ended April 1, 2000.
10
<PAGE> 11
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: May 16, 2000 By /s/ James J. Abel
-------------------------------------
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000057497
<NAME> THE LAMSON & SESSIONS CO.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
<CASH> 703
<SECURITIES> 0
<RECEIVABLES> 40,237
<ALLOWANCES> 0
<INVENTORY> 43,593
<CURRENT-ASSETS> 93,206
<PP&E> 115,565
<DEPRECIATION> 64,668
<TOTAL-ASSETS> 171,466
<CURRENT-LIABILITIES> 51,422
<BONDS> 44,843
0
0
<COMMON> 1,344
<OTHER-SE> 45,500
<TOTAL-LIABILITY-AND-EQUITY> 171,466
<SALES> 67,198
<TOTAL-REVENUES> 67,198
<CGS> 51,746
<TOTAL-COSTS> 51,746
<OTHER-EXPENSES> 12,601
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 827
<INCOME-PRETAX> 2,024
<INCOME-TAX> (700)
<INCOME-CONTINUING> 2,724
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,724
<EPS-BASIC> 0.20
<EPS-DILUTED> 0.20
</TABLE>
