8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2008

LYDALL, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 1-7665

Delaware	06-0865505
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Colonial Road, Manchester, Connecticut	06042
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: (860) 646-1233

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On March 17, 2008, Lydall, Inc. (the “Company”) issued a press release setting forth the Company’s financial results for the fourth quarter ended December 31, 2007. Such results have been updated to reflect events occurring after the release of preliminary financial results for the fourth quarter on February 20, 2008. Net income was $2.4 million, or $.15 per diluted share for the quarter ended December 31, 2007, compared to the previously reported net income of $2.9 million, or $0.18 per diluted share. The Annual Report on Form 10-K for the year ended December 31, 2007, filed by the Company on March 17, 2008, reflects the updated results.

The previously announced financial results were updated to reflect a new litigation matter involving a former employee of the Company which occurred subsequent to the Company’s previous earnings announcement.

On February 22, 2008, a former employee of the Company commenced an action in the Delaware Chancery Court seeking advancement and indemnification from the Company of approximately $0.9 million. The amount sought is for income taxes that he is expecting to incur as a result of payments made by the Company in 2007, related to a previous litigation matter. Management concluded that it was probable that a loss had been incurred by the Company as of December 31, 2007. Based on management’s estimates at this time, the Company recorded expense of approximately $0.9 million (pre-tax) during the quarter ended December 31, 2007, related to this matter. The expense was recorded in corporate office selling, product development and administrative expenses.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this report, as set forth below:

Exhibit Number	Exhibit Description
99.1	Press release, dated March 17, 2008, titled “Lydall Updates 2007 Financial Results for Subsequent Event,” furnished herewith.

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.
March 17, 2008	By:	/s/ James V. Laughlan
		James V. Laughlan
		Controller and Principal Accounting Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press release, dated March 17, 2008, titled “Lydall Updates 2007 Financial Results for Subsequent Event,” furnished herewith.

EX-99.1

Exhibit 99.1

LYDALL UPDATES 2007 FINANCIAL RESULTS

FOR SUBSEQUENT EVENT

MANCHESTER, CT – March 17, 2008 — LYDALL, INC. (NYSE: LDL) today announced that its net income for the quarter ended December 31, 2007 was $2.4 million, or $.15 per diluted share, compared to net income of $2.9 million, or $0.18 per diluted share, previously announced in a press release on February 20, 2008. The previously announced financial results were updated to reflect a new litigation matter involving a former employee of the Company which occurred subsequent to the Company’s previous earnings announcement.

On February 22, 2008, a former employee of the Company commenced an action in the Delaware Chancery Court seeking advancement and indemnification from the Company of approximately $0.9 million. The amount sought is for income taxes that he is expecting to incur as a result of payments made by the Company in 2007, related to a previous litigation matter. Management concluded that it was probable that a loss had been incurred by the Company as of December 31, 2007. Based on management’s estimates at this time, the Company recorded expense of approximately $0.9 million (pre-tax) during the quarter ended December 31, 2007, related to this matter. The expense was recorded in corporate office selling, product development and administrative expenses.

Lydall, Inc. is a New York Stock Exchange listed company, headquartered in Manchester, Connecticut. The Company, with operations in the U.S., France, and Germany and sales offices in the U.S., Europe, and Asia, focuses on specialty engineered products for the thermal/acoustical and filtration/separation markets.

Cautionary Note Concerning Factors That May Affect Future Results

Stockholders are referred to Lydall’s 2007 Annual Report on Form 10-K, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cautionary Note Concerning Factors That May Affect Future Results,” and “Risk Factors” which outline certain risks regarding the Company’s forward-looking statements. Such risks include, among others: a major downturn of the automotive market, which accounted for approximately 52 percent of Lydall’s 2007 net sales, dependence on large customers, pricing pressures from OEM automotive customers, changes in raw material pricing and supply, specifically, aluminum and other metals used in most of the Company’s heat-shield products, various fibers used in thermal/acoustical and filtration/separation products. In addition, increases in energy pricing, inherent risks at international operations, the timing and performance of new-product introductions, compliance with environmental laws and regulations, outcomes of legal contingencies or assertions by or against the Company relating to intellectual property rights, changes in tax laws and rates, and strategic transactions can impact Lydall’s projected results. For further details on these risks and other pertinent information on Lydall, copies of the Company’s Forms 10-K, 10-Q and 8-K are available on Lydall’s web site, www.lydall.com. Information may also be obtained from the Company Contact: Thomas P. Smith, Vice President, Chief Financial Officer and Treasurer, at One Colonial Road, Manchester, CT 06042; Telephone 860-646-1233, email: investor@lydall.com

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Lydall, Inc. News Release March 17, 2008

Summary of Operations

	Quarter Ended December 31,					Year Ended December 31,
In thousands except per share data	2007			2006		2007			2006
	(unaudited)
Net sales	$	85,858		$	80,601	$	338,894		$	326,358
Cost of sales		65,474			62,208		262,759			253,561
Gross margin		20,384			18,393		76,135			72,797
Selling, product development and administrative expenses		16,334			14,930		60,105			57,466
Operating income		4,050			3,463		16,030			15,331
Interest expense		138			225		490			1,363
Other expense (income), net		(92	)		14		(140	)		(27	)
Income before income taxes		4,004			3,224		15,680			13,995
Income tax expense		1,584			1,099		6,573			3,767
Net income		2,420			2,125		9,107			10,228
Basic earnings per common share	$	0.15		$	0.13	$	0.56		$	0.63
Diluted earnings per common share	$	0.15		$	0.13	$	0.55		$	0.63
Weighted average common shares outstanding		16,380			16,145		16,295			16,147
Weighted average common shares and equivalents outstanding		16,422			16,193		16,472			16,198

Summary of Segment Information

	Quarter Ended December 31,						Year Ended December 31,
In thousands	2007			2006			2007			2006
	(unaudited)
Net Sales
Thermal/Acoustical	$	57,980		$	54,232		$	227,813		$	222,003
Filtration/Separation		21,005			19,155			82,966			74,906
Other Products and Services		7,366			7,855			30,378			31,971
Reconciling Items		(493	)		(641	)		(2,263	)		(2,522	)
Consolidated Totals	$	85,858		$	80,601		$	338,894		$	326,358
Operating Income
Thermal/Acoustical	$	6,671		$	5,441		$	22,508		$	23,193
Filtration/Separation		1,540			794			8,550			4,566
Other Products and Services		285			742			1,767			3,038
Corporate Office Expenses		(4,446	)		(3,514	)		(16,795	)		(15,466	)
Consolidated Totals	$	4,050		$	3,463		$	16,030		$	15,331

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Lydall, Inc. News Release March 17, 2008

Financial Position

In thousands except ratio data	December 31, 2007		December 31, 2006
Cash and cash equivalents	$	15,716	$	6,402
Working Capital	$	63,506	$	50,610
Total debt	$	9,829	$	10,106
Stockholders’ equity	$	180,453	$	161,217
Total capitalization	$	190,282	$	171,323
Current ratio		2.4		2.2
Total debt to total capitalization		5.2		5.9

Cash Flows

	Quarter Ended December 31,						Year Ended December 31,
	(Unaudited)
In thousands	2007			2006			2007			2006
Net cash provided by operating activities	$	11,910		$	14,699		$	22,133		$	39,703
Net cash used for investing activities	$	(5,830	)	$	(3,686	)	$	(14,610	)	$	(11,182	)
Net cash (used for) provided by financing activities	$	(333	)	$	(6,799	)	$	1,231		$	(25,183	)
Depreciation and amortization	$	3,816		$	3,710		$	15,227		$	15,439
Capital expenditures	$	5,830		$	3,686		$	14,610		$	11,182

Common Stock Data

Quarter Ended December 31,	2007		2006
High	$	11.70	$	11.19
Low	$	9.20	$	8.56
Close	$	10.52	$	10.81

During the fourth quarter of 2007, 4,115,725 shares of Lydall common stock (LDL) were traded on the New York Stock Exchange.

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