10-Q 1 d10q.txt FORM 10-Q ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 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: 1-7665 LYDALL, INC. (Exact name of registrant as specified in its charter)
Delaware 06-0865505 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization)
One Colonial Road, P.O.B. 151, Manchester, Connecticut, 06045-0151 (Address of principal executive offices) (zip code) (860) 646-1233 (Registrant's telephone number, including area code) None (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 [_] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock $.10 par value per share. Total Shares outstanding April 27, 2001 15,865,137 ================================================================================ LYDALL, INC. INDEX
Page No. -------- Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets.................. 3 Consolidated Condensed Statements of Net Income and Comprehensive Income................................... 4 Consolidated Condensed Statements of Cash Flows........ 5 Notes to Consolidated Condensed Financial Statements... 6-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 8-10 Item 3. Quantitative and Qualitative Disclosures about Market Risk................................................... 10 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K....................... 11 Signature........................................................... 12
Part I. FINANCIAL INFORMATION Item 1. Financial Statements LYDALL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands)
March 31, December 31, 2001 2000 ----------- ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents............................ $ 4,166 $ 2,220 Accounts receivable, net............................. 39,629 39,993 Inventories: Finished goods..................................... 9,721 9,933 Work in progress................................... 7,624 5,820 Raw materials...................................... 7,646 6,272 LIFO reserve....................................... (555) (555) -------- -------- Total inventories.................................... 24,436 21,470 Taxes receivable..................................... -- 2,705 Prepaid expenses..................................... 1,717 1,632 Net investment in discontinued operations............ 1,540 14,285 Assets held for sale................................. 4,824 6,200 Deferred tax assets.................................. 9,046 7,290 -------- -------- Total current assets............................... 85,358 95,795 Property, plant and equipment, at cost................. 127,954 126,711 Less: accumulated depreciation......................... (54,435) (52,291) -------- -------- 73,519 74,420 Other assets, at cost, less amortization............... 24,656 24,749 -------- -------- Total assets......................................... $183,533 $194,964 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt.................... $ 6,391 $ 7,101 Accounts payable..................................... 19,222 19,154 Accrued taxes........................................ 1,422 844 Accrued payroll and other compensation............... 3,685 7,244 Liabilities related to assets held for sale.......... 183 421 Other accrued liabilities............................ 7,640 6,481 -------- -------- Total current liabilities.......................... 38,543 41,245 Long-term debt......................................... 12,973 24,927 Deferred tax liabilities............................... 12,698 11,183 Other long-term liabilities............................ 6,002 5,856 Commitments and contingencies Stockholders' equity: Preferred stock...................................... -- -- Common stock......................................... 2,196 2,196 Capital in excess of par value....................... 40,337 40,335 Retained earnings.................................... 139,356 137,664 Accumulated other comprehensive loss................. (6,930) (6,800) -------- -------- 174,959 173,395 Less: treasury stock, at cost........................ (61,642) (61,642) -------- -------- Total stockholders' equity......................... 113,317 111,753 -------- -------- Total liabilities and stockholders' equity........... $183,533 $194,964 ======== ========
See accompanying Notes to Consolidated Condensed Financial Statements. 3 LYDALL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF NET INCOME AND COMPREHENSIVE INCOME (In Thousands Except Per-Share Data)
Three Months Ended March 31, ---------------- 2001 2000 ------- ------- (Unaudited) Net sales.................................................... $58,266 $69,733 Cost of sales................................................ 41,672 52,135 ------- ------- Gross margin................................................. 16,594 17,598 Selling, product development and administrative expenses..... 13,510 13,074 ------- ------- Operating income............................................. 3,084 4,524 Impairment charge............................................ 760 -- Other (income) expense: Investment income.......................................... (37) (16) Interest expense........................................... 333 490 Gain on sale of operation.................................. -- (6,065) Foreign currency transaction loss.......................... 148 76 Other...................................................... 33 (312) ------- ------- 477 (5,827) ------- ------- Income from continuing operations before income taxes........ 1,847 10,351 Income tax expense........................................... 610 3,832 ------- ------- Income from continuing operations............................ 1,237 6,519 ------- ------- Discontinued operations: (Loss) income from operations of discontinued segments, net of tax (benefit) expense of ($181) and $95, respectively.. (308) 215 Gain on disposal of discontinued operations, net of tax expense of $448 and $44, respectively..................... 763 71 ------- ------- Gain from discontinued operations.......................... 455 286 ------- ------- Net income................................................... $ 1,692 $ 6,805 ======= ======= Basic earnings per common share: Continuing operations...................................... $ .08 $ .42 Discontinued operations.................................... .03 .01 ------- ------- Net income................................................. $ .11 $ .43 Diluted earnings per common share: Continuing operations...................................... $ .08 $ .42 Discontinued operations.................................... .03 .01 ------- ------- Net income................................................. $ .11 $ .43 Weighted average common stock outstanding.................... 15,865 15,706 Weighted average common stock and equivalents outstanding.... 15,979 15,740 Net income................................................... $ 1,692 $ 6,805 Other comprehensive (loss) income, before tax: Foreign currency translation adjustments................... (384) (1,330) Unrealized loss on derivative instruments.................. (126) -- Unrealized gain on securities.............................. -- 19 ------- ------- Other comprehensive loss, before tax......................... (510) (1,311) Income tax benefit related to items of other comprehensive loss........................................................ 179 456 ------- ------- Other comprehensive loss, net of tax......................... (331) (855) Cumulative effect of change in accounting principle, net of tax......................................................... 201 -- ------- ------- Comprehensive income......................................... $ 1,562 $ 5,950 ======= =======
See accompanying Notes to Consolidated Condensed Financial Statements. 4 LYDALL, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In Thousands)
Three Months Ended March 31, ------------------ 2001 2000 -------- -------- (Unaudited) Cash flows from operating activities: Net income................................................. $ 1,692 $ 6,805 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation........................................... 2,540 2,614 Amortization........................................... 388 388 Gain on disposal of discontinued segments.............. (1,289) (71) Gain on sale of operation.............................. -- (6,065) Impairment charge...................................... 760 -- Loss on disposition of property, plant and equipment... -- 20 Foreign currency transaction loss...................... 148 76 Gain on receipt of common stock from demutualization of insurance companies................................... -- (299) Changes in operating assets and liabilities: Accounts receivable.................................. 1,046 (3,120) Taxes receivable..................................... 2,583 2,956 Inventories.......................................... (2,880) 870 Other assets......................................... (257) 158 Accounts payable..................................... 594 2,281 Accrued taxes........................................ (194) 1,186 Accrued payroll and other compensation............... (3,541) 4,053 Deferred income taxes................................ (208) 1,464 Other long-term liabilities.......................... 166 84 Other accrued liabilities............................ (1,174) (6,961) -------- -------- Total adjustments...................................... (1,318) (366) -------- -------- Net cash provided by operating activities.................. 374 6,439 -------- -------- Cash flows from investing activities: Proceeds from sale of discontinued segments.............. 15,000 1,819 Proceeds from sale of operations......................... -- 12,037 Additions of property, plant, and equipment.............. (2,114) (4,193) -------- -------- Net cash provided by investing activities.................. 12,886 9,663 -------- -------- Cash flows from financing activities: Long-term debt payments.................................. (19,041) (70,777) Long-term debt proceeds.................................. 7,825 55,134 Issuance of common stock................................. 2 236 -------- -------- Net cash used for financing activities..................... (11,214) (15,407) -------- -------- Effect of exchange rate changes on cash.................... (100) (40) -------- -------- Increase in cash and cash equivalents...................... 1,946 655 Cash and cash equivalents at beginning of period........... 2,220 1,154 -------- -------- Cash and cash equivalents at end of period................. $ 4,166 $ 1,809 ======== ======== Supplemental Schedule of Cash Flow Information: Cash paid during the period for: Interest................................................. $ 304 $ 459 Income taxes............................................. 363 56 Non-cash transactions: Unrealized gain/losses on available-for-sale securities.... -- 19 Fair market value of interest rate swap.................... 184 --
See accompanying Notes to Consolidated Condensed Financial Statements. 5 LYDALL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying consolidated condensed financial statements include the accounts of Lydall, Inc. and its wholly owned subsidiaries (collectively, the "Company"). All financial information is unaudited for the interim periods reported. All significant intercompany transactions have been eliminated in the consolidated condensed financial statements. Management believes that all adjustments, which include only normal recurring accruals, necessary to present a fair statement of the financial position and results of operations for the periods presented have been included. The year-end consolidated condensed balance sheet was derived from the December 31, 2000 audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. 2. Basic earnings per common share are based on income from continuing operations and net income divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are based on income from continuing operations and net income divided by the weighted average number of common shares outstanding during the period, including the effect of stock options, where such effect is dilutive.
For the Three Months For the Three Months Ended March 31, 2001 Ended March 31, 2000 (unaudited) (unaudited) ------------------------- ------------------------- Income Income from from Continuing Per- Continuing Per- Operations Shares Share Operations Shares Share ($000's) (000's) Amount ($000's) (000's) Amount ---------- ------- ------ ---------- ------- ------ Basic earnings per share.. $1,237 15,865 $.08 $6,519 15,706 $.42 Effect of dilutive stock options.................. -- 114 -- -- 34 -- ------ ------ ---- ------ ------ ---- Diluted earnings per share.................... $1,237 15,979 $.08 $6,519 15,740 $.42 ====== ====== ==== ====== ====== ==== Per- Per- Net Income Shares Share Net Income Shares Share ($000's) (000's) Amount ($000's) (000's) Amount ---------- ------- ------ ---------- ------- ------ Basic earnings per share.. $1,692 15,865 $.11 $6,805 15,706 $.43 Effect of dilutive stock options.................. -- 114 -- -- 34 -- ------ ------ ---- ------ ------ ---- Diluted earnings per share.................... $1,692 15,979 $.11 $6,805 15,740 $.43 ====== ====== ==== ====== ====== ====
3. In February 2001, the Company's Board of Directors adopted a plan to discontinue the operations of the Paperboard Segment, consisting principally of the Southern Products and Lydall & Foulds Divisions. Accordingly, the operating results of this segment have been segregated from continuing operations and reported as discontinued operations for all periods presented. On February 1, 2001, the Company announced that the Lydall & Foulds Division would be closed on April 1, 2001. Additionally, on February 5, 2001, the Company sold the Southern Products Division for approximately $15 million in cash, subject to a post closing adjustment. In total, the disposition of the Paperboard Segment resulted in a gain, net of tax, of $.8 million or $.05 per diluted share. The sale of the Southern Products Division resulted in a gain, net of tax, of $3.6 million or $.23 per diluted share. The closing of the Lydall & Foulds Division resulted in a loss, net of tax, of $2.8 million or $.18 per share representing costs incurred from the measurement date through March 31, 2001, severance and other exit costs to be incurred during the phase- out period, and the adjustment to net realizable value for certain current and long-lived assets. Paperboard Segment net assets to be disposed of, consisting primarily of accounts receivable, inventory and property, plant and equipment of the Lydall & Foulds Division, with a total net realizable value of 6 $1.5 million, have been classified in the Consolidated Condensed Balance Sheet at March 31, 2001 as "Net Investment in Discontinued Operations." 4. During the quarter ended March 31, 2001, the Company recorded an impairment charge before tax of $.8 million, or $.03 per share after tax, related to assets held for sale owned by its Composite Materials Covington Operation. On April 2, 2001, the Company sold certain assets of this operation for approximately $1.8 million and announced that the operation would be closing. Closing costs and severance benefits will be recorded as a charge in the second quarter of 2001 and are expected to be between $.05 to $.06 per share. The Covington operation generated net sales of $1.6 million and $1.8 million for the first quarter of 2001 and 2000, respectively, and was essentially breakeven for both quarters. 5. Lydall's reportable segments are Thermal/Acoustical and Filtration/Separation. All other products and services are aggregated in Other Products and Services. For a full description of each segment, refer to the "Notes to Consolidated Financial Statements" reported in the Company's 2000 Annual Report on Form 10-K. The table below presents net sales and operating income by segment for the three months ended March 31, 2001 and 2000.
In thousands Thermal/ Filtration/ Other Products Reconciling Consolidated For the Three Months Ended Acoustical Separation & Services Items Totals -------------------------- ---------- ----------- -------------- ----------- ------------ March 31, 2001 Net sales............... $32,101 $17,566 $ 9,316 $ (717) $58,266 Operating income........ 4,618 1,784 677 (3,995) 3,084 ======= ======= ======= ======= ======= March 31, 2000 Net sales............... $44,231 $16,221 $10,271 $ (990) $69,733 Operating income........ 4,283 2,422 878 (3,059) 4,524 ======= ======= ======= ======= =======
6. On January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133" and Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133" (collectively referred to hereafter as "FAS 133"). In accordance with the transition provisions of FAS 133, the Company recorded a $.2 million net-of-tax cumulative-effect adjustment in other comprehensive income as of January 1, 2001 representing the fair value of the interest rate swap designated as a cash flow hedge. At March 31, 2001, the interest rate swap is the Company's only derivative instrument. The swap is a cash flow hedge utilized to convert the base rate component of the variable interest rate on the Company's term loan to a fixed rate. In accordance with FAS 133, the swap has been recorded at its fair value as of the balance sheet date. Subsequent changes in the fair value of the swap will be recorded in other comprehensive income to the extent the hedge is effective. The Company formally assesses effectiveness on an ongoing basis. If it is determined that the interest rate swap has ceased to be highly effective as a hedge, the Company will discontinue hedge accounting prospectively and changes in the fair value of the interest rate swap will be reported in current period earnings. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. RESULTS OF OPERATIONS Net Sales Lydall, Inc. recorded net sales of $58.3 million in the first quarter of 2001 compared with $69.7 million for the same quarter in 2000, a decrease of $11.5 million (16.4%). The disposition of two unprofitable German operations at the end of the third quarter of 2000 reduced net sales by $13.6 million. After adjusting for the disposition of the German operations, net sales increased for the first quarter of 2001 over 2000 by $2.1 million, primarily due to increased sales volume of the Company's thermal/acoustical and filtration/separation products. Gross Margin Gross margin for the first quarter of 2001 was 28.5 percent compared to 25.2 percent for the same quarter of 2000. The disposition of the two German operations accounted for a majority of the gross margin improvement as these operations generated gross margins significantly below the Company's average. In addition, increased sales volume for Lydall's automotive thermal/acoustical products improved gross margins for the quarter ended March 31, 2001 when compared to the same period in the prior year. Selling, Product Development and Administrative Expenses For the quarter ended March 31, 2001, selling, product development and administrative expenses were $13.5 million compared to $13.1 million for the same period in 2000. The increase in selling, product development and administrative expenses is the result of increased selling expenses primarily associated with the introduction of the Bio-PakTM product line, the restaffing of the corporate finance department, increased payroll taxes associated with incentive compensation paid in the first quarter of 2001 and unfavorable self- insured claims experience. These increases were partially offset by the reduction in selling, product development and administrative expenses due to the divestiture of two German operations. Impairment Charge During the quarter ended March 31, 2001, the Company recorded an impairment charge before tax of $.8 million, or $.03 per share after tax, related to assets held for sale owned by its Composite Materials Covington Operation. On April 2, 2001, the Company sold certain assets of this operation for approximately $1.8 million and announced that the operation would be closing. Closing costs and severance benefits will be recorded as a charge in the second quarter of 2001 and are expected to be between $.05 and $.06 per share. Other (Income) Expense Other expense for the quarter ended March 31, 2001 was $.5 million and consisted primarily of interest expense of $.3 million and foreign currency transaction losses of approximately $.2 million. Other income for the quarter ended March 31, 2000 was $5.8 million and consisted primarily of a gain from the sale of the Hoosick Falls Operation of $6.1 million and a gain of $.3 million from the receipt of common stock due to the demutualization of one of the Company's insurance carriers. These gains were partially offset by interest expense of $.5 million. Income Taxes The effective tax rate on income from continuing operations for the three months ended March 31, 2001 was 33.0 percent compared to 37.0 percent for the same period in 2000. The decrease is primarily due to the gain on the sale of the Hoosick Falls Operation recorded in the first quarter of 2000 that resulted in an unusually high state effective tax rate when compared to the Company's historic effective rate. 8 SEGMENT RESULTS Thermal/Acoustical Thermal/Acoustical net sales decreased $12.1 million (27.4 %) for the first quarter of 2001 compared to the same period in 2000. Net sales for the first quarter of 2000 include $13.6 million of sales from the two German operations that were divested at the end of the third quarter of 2000. After adjusting prior year net sales for the divested operations, segment net sales increased approximately $1.5 million primarily due to the increased sales volume of the Company's automotive thermal/acoustical products. Thermal/Acoustical operating income for the first quarter of 2001 increased $.3 million (7.8%) over the same period in 2000 primarily due to increased sales volume. Operating margin increased from 9.7 percent in 2000 to 14.4 percent in 2001 primarily due to the disposition of the two unprofitable German operations and increased sales volumes. Filtration/Separation Filtration/Separation net sales increased $1.3 million (8.3%) for the first quarter ended March 31, 2001 compared to the same period of 2000. Sales of the Company's bioprocessing products increased as a number of new qualifications for the Company's Bio-Pak(TM) customized sterile containers were obtained during the quarter. In addition, demand for the Company's high-efficiency air filtration media was particularly strong in Europe, and U.S. demand remained strong for the first quarter ended March 31, 2001. Filtration/Separation operating income decreased $.6 million (26.3%) for the first quarter ended March 31, 2001 compared to the same period in 2000. Lower operating income was primarily due to increased raw material costs for air filtration media and increased spending associated with the introduction of the Bio-Pak(TM) product line. Other Products and Services Other Products and Services net sales decreased $1.0 million (9.3%) for the first quarter of 2001 compared to the same period in 2000. The absence of approximately $.5 million of gasket sales, a business that was sold in the first quarter of 2000, accounted for a portion of the net decrease. Lower demand for the Company's specialty substrates was partially offset by growth of Lydall Transport, Ltd. The Covington Operation, sold on April 2, 2001, generated net sales of $1.6 million and was essentially breakeven for the first quarter of 2001. Other Products and Services operating income decreased $.2 million (23.0%) for the first quarter ended March 31, 2001 compared to the same period in 2000. The decrease was primarily due to lower sales volume. OUTLOOK The Company completed its strategic restructuring plan during the first quarter with the sale of non-core businesses and the closing of unprofitable operations. As a result, Lydall has narrowed its strategic focus to its two core businesses--filtration/separation and thermal/acoustical. Lydall will also continue to operate and grow its Lydall Transport, Ltd. subsidiary, a provider of total logistics services and an important service provider to the Company's other businesses. Lydall's thermal/acoustical and filtration/separation businesses remain healthy and are expected to strengthen during the second quarter. The Company started several new development efforts for filtration/separation products in the first quarter of 2001, and the automotive portion of the thermal/acoustical 9 business continues to benefit from new-product introductions. Also in April, the Company entered into a strategic alliance with BGF Industries, Inc. By virtue of the agreement, Lydall is the exclusive representative of BGF products for thermal applications in the appliance market. The agreement enhances Lydall's position as a thermal solutions provider to the consumer appliance market and significantly broadens the Company's product offering in this area. LIQUIDITY AND CAPITAL RESOURCES At March 31, 2001, cash and cash equivalents were $4.2 million compared to $2.2 million at December 31, 2000. Working capital at March 31, 2001 was $46.8 million compared with $54.6 million at December 31, 2000. The reduction in working capital is mainly due to the sale of the Southern Products Division of the Paperboard Segment during the first quarter of 2001. Capital expenditures were $2.1 million for the first quarter of 2001 compared with $4.2 million for the same period in 2000 as the Company completed several major capital projects in 2000. As of March 31, 2001, the Company had unused borrowing capacity of approximately $49.7 million under various credit facilities. Management believes that the Company's cash and cash equivalents, operating cash flow, and unused borrowing capacity at March 31, 2001 are sufficient to meet current and anticipated requirements for the foreseeable future. ACCOUNTING STANDARDS On January 1, 2001 the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended by Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities--Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133" and Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133" (collectively referred to hereafter as "FAS 133"). In accordance with the transition provisions of FAS 133, the Company recorded a $.2 million net-of-tax cumulative-effect adjustment in other comprehensive income as of January 1, 2001 representing the fair value of an interest rate swap previously designated a cash flow hedge. FORWARD-LOOKING INFORMATION In the interest of more meaningful disclosure, Lydall and its management make statements regarding the future outlook of the Company which constitute "forward-looking statements" under the securities laws. These forward looking statements are intended to provide management's current expectations for the future operating and financial performance of the company, based on assumptions currently believed to be valid. Forward-looking statements are included under the "Outlook" section of this Item and elsewhere within this report and are generally identified through the use of language such as "believe," "expect," "estimate," "anticipate" and other words of similar meaning in connection with discussion of future operating or financial performance. All forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Some of the factors that might cause such a difference include risks and uncertainties which are detailed in Note 14 and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Company's 2000 Annual Report on Form 10-K. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no significant changes in market risks from those disclosed in Item 7A. of Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. 10 Part II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits 3.1--Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K dated March 21, 2001, and incorporated herein by this reference). 3.2--By-laws of the Registrant (filed as Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q dated November 12, 1999, and incorporated herein by this reference). 10.1--Asset Purchase and Sale Agreement between Lydall Filtration/Separation, Inc. and Bennett Fleet (Chambly), Inc., dated April 2, 2001, filed herewith. 10.2--Agreement and General Release with Raymond J. Lanzi dated March 28, 2001, filed herewith. b. Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended March 31, 2001. 11 SIGNATURE 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. LYDALL, INC. (Registrant) /s/ Thomas P. Smith May 11, 2001 By___________________________________ Thomas P. Smith Vice President--Controller (On behalf of the Registrant and as Principal Accounting Officer) 12 LYDALL, INC. Index to Exhibits
Exhibit No. ------- 3.1 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K dated March 21, 2001, and incorporated herein by this reference). 3.2 By-laws of the Registrant (filed as Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q dated November 12, 1999, and incorporated herein by this reference). 10.1 Asset Purchase and Sale Agreement between Lydall Filtration/Separation, Inc. and Bennett Fleet (Chambly), Inc., dated April 2, 2001. 10.2 Agreement and General Release with Raymond J. Lanzi dated March 28, 2001.
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