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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNESEPTEMBER 30, 1995
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-7665
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LYDALL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-0865505
(I.R.S. EMPLOYER
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYERIDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE COLONIAL ROAD, P. O. BOX 151, 06045-0151
MANCHESTER, CONNECTICUT (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(203) 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 AugustNovember 8, 1995 17,255,35617,289,988
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LYDALL, INC.
INDEX
PAGE NO.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets............................. 2
Consolidated Condensed Statements of Income....................... 3-4
Consolidated Condensed Statements of Cash Flows................... 5
Notes to Consolidated Condensed Financial Statements.............. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 6-8Operations..................................... 7-8
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders......... 8
Item 6. Exhibits and Reports on Form 8-K............................ 8
Signature............................................................. 9
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LYDALL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS)
JUNESEPTEMBER 30, DECEMBER 31,
1995 1994
--------------------- ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents..............................equivalents.......................... $ 16,55422,417 $ 11,684
Short-term investments................................. 3,117investments............................. 2,993 2,904
Accounts receivable, net............................... 35,220net........................... 35,769 31,825
Inventories:
Finished goods....................................... 7,426goods................................... 6,450 5,423
Work in process...................................... 3,478process.................................. 3,724 2,941
Raw materials and supplies........................... 8,584supplies....................... 7,910 6,822
LIFO reserve......................................... (2,103)reserve..................................... (2,420) (1,659)
-------- --------
Total inventories...................................... 17,385inventories.................................. 15,664 13,527
Prepaid expenses....................................... 845expenses................................... 769 662
Deferred tax asset..................................... 3,496asset................................. 3,503 3,485
-------- --------
Total current assets................................. 76,617assets............................. 81,115 64,087
-------- --------
Property, plant and equipment, at cost................... 100,253cost............... 103,293 94,431
Less accumulated depreciation............................ (43,069)depreciation........................ (44,763) (39,660)
-------- --------
57,18458,530 54,771
Other assets, at cost, less amortization................. 16,572amortization............. 15,733 17,755
-------- --------
$150,373$155,378 $136,613
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt......................debt.................. $ 2,8652,866 $ 2,843
Accounts payable....................................... 17,345payable................................... 17,457 17,032
Accrued payroll and other compensation................. 5,215compensation............. 5,341 5,420
Accrued taxes.......................................... 978taxes...................................... 1,538 2,196
Other accrued liabilities.............................. 8,422liabilities.......................... 6,934 5,773
-------- --------
Total current liabilities............................ 34,825liabilities........................ 34,136 33,264
Long-term debt........................................... 7,839debt....................................... 7,794 10,607
Deferred tax liabilities................................. 12,442liabilities............................. 12,931 11,752
Pensions and other long-term liabilities................. 4,954liabilities............. 4,873 4,763
Stockholders' equity:
Preferred stock........................................stock.................................... -- --
Common stock........................................... 2,083stock....................................... 2,084 1,013
Capital in excess of par value......................... 32,070value..................... 32,156 31,419
Retained earnings...................................... 67,201earnings.................................. 72,648 56,023
Pension liability adjustment........................... (504)adjustment....................... (485) (547)
Foreign currency translation adjustment................ 2,282adjustment............ 2,060 1,138
-------- --------
103,132108,463 89,046
Less: treasury stock, at cost..........................cost...................... (12,819) (12,819)
-------- --------
Total stockholders' equity........................... 90,313equity....................... 95,644 76,227
-------- --------
$150,373$155,378 $136,613
======== ========
See accompanying Notes to Consolidated Condensed Financial Statements.
2
LYDALL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER-SHARE DATA)
THREE MONTHS ENDED
JUNESEPTEMBER 30,
--------------------
1995 1994
--------- ---------
(UNAUDITED)
Net sales................................................ $ 65,55261,487 $ 53,55654,446
Cost of sales............................................ 45,528 37,50942,572 38,058
--------- ---------
Gross margin............................................. 20,024 16,04718,915 16,388
Selling, product development and administrative expenses. 10,456 8,8649,643 9,329
--------- ---------
Operating income......................................... 9,568 7,1839,272 7,059
Other (income) expense
Investment income...................................... (198) (71)(288) (95)
Interest expense....................................... 191 255200 240
Other, net............................................. (54) 541123 309
--------- ---------
(61) 72535 454
--------- ---------
Income before income taxes............................... 9,629 6,4589,237 6,605
Income tax expense....................................... 3,757 2,7003,790 2,727
--------- ---------
Net income............................................... $ 5,8725,447 $ 3,7583,878
========= =========
Net income per common and common equivalent share*....... $ .32.30 $ .21
========= =========
Weighted average common stock and equivalents
outstand-
ing*.................................................... 18,293 17,898outstanding*............................................ 18,418 18,057
========= =========
- --------
* 1994 restated to reflect a two-for-one stock split distributed June 21, 1995.
See accompanying Notes to Consolidated Condensed Financial Statements.
3
LYDALL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER-SHARE DATA)
SIXNINE MONTHS ENDED
JUNESEPTEMBER 30,
------------------
1995 1994
-------- --------
(UNAUDITED)
Net sales.................................................... $128,288 $101,672sales................. $189,775 $156,118
Cost of sales................................................ 89,038 70,480sales............. 131,610 108,538
-------- --------
Gross margin................................................. 39,250 31,192margin.............. 58,165 47,580
Selling, product
development and
administrative expenses..... 20,719 17,449expenses.. 30,362 26,778
-------- --------
Operating income............................................. 18,531 13,743income.......... 27,803 20,802
Other (income) expense
Investment (income), expense............................... (430) 32income....... (718) (63)
Interest expense........................................... 455 515expense........ 655 755
Other, net................................................. 170 712net.............. 293 1,021
-------- --------
195 1,259230 1,713
-------- --------
Income before income
taxes................................... 18,336 12,484taxes.................... 27,573 19,089
Income tax expense........................................... 7,158 5,198expense........ 10,948 7,925
-------- --------
Net income...................................................income................ $ 11,17816,625 $ 7,28611,164
======== ========
Net income per common and
common equivalent share*............ $ .61.91 $ .41.62
======== ========
Weighted average common
stock and equivalents
outstanding*... 18,218 17,841............. 18,285 17,913
======== ========
- --------
* 1994 restated to reflect a two-for-one stock split distributed June 21, 1995.
See accompanying Notes to Consolidated Condensed Financial Statements.
4
LYDALL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
SIXNINE MONTHS ENDED
JUNESEPTEMBER 30,
-----------------------------------
1995 1994
--------------- --------
(UNAUDITED)
Cash flows from operating activities:
Net income................................................ $11,178 $ 7,28616,625 $ 11,164
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation............................................ 3,687 3,087
Amortization............................................ 763 650Depreciation............................................. 5,602 4,752
Amortization............................................. 1,134 1,033
Changes in operating assets and liabilities, excluding
effects from acquisitions:acquisition:
Accounts receivable................................... (2,992) (3,484)
Inventories........................................... (3,593) (468)receivable..................................... (3,585) (6,420)
Inventories............................................. (1,922) (1,512)
Other assets.......................................... 282 55assets............................................ 378 404
Accounts payable...................................... 43 2,975payable........................................ 191 5,009
Accrued taxes......................................... (1,285) (64)taxes........................................... (715) 130
Accrued payroll and other compensation................ (232) (187)compensation.................. (102) 774
Deferred income taxes................................. 384 407taxes................................... 906 613
Other long-term liabilities........................... 65 (215)liabilities............................. 9 (127)
Other accrued liabilities............................. 2,614 2,247
-------liabilities............................... 1,136 3,280
-------- --------
Total adjustments....................................... (264) 5,003
-------adjustments......................................... 3,032 7,936
-------- --------
Net cash provided by operating activities................... 10,914 12,289
------- --------activities.................. 19,657 19,100
Cash flows from investing activities:
Purchase of assets of Columbus and Jacksonville
Opera-
tions....................................................Operations............................................... -- (16,836)(16,843)
Additions of property, plant & equipment.................. (5,228) (1,708)
Purchase of short-term investments, net................... (208) (1,852)(8,726) (5,072)
Disposals of property, plant & equipment, net............. 380 100
-------406 561
(Purchase) Sale of short-term investments, net............ 382 (2,162)
-------- --------
Net cash used for investing activities...................... (5,056) (20,296)
-------activities..................... (7,938) (23,516)
-------- --------
Cash flows from financing activities:
Long-term debt repayments................................. (2,777) (2,260)(2,816) (2,691)
Issuance of common stock.................................. 1,721 268
-------1,808 341
-------- --------
Net cash used for financing activities...................... (1,056) (1,992)
-------activities..................... (1,008) (2,350)
-------- --------
Effect of exchange rate changes on cash..................... 68 78
-------cash.................... 22 135
-------- --------
(Decrease) Increase (decrease) in cash and cash equivalents............ 4,870 (9,921)equivalents........... 10,733 (6,631)
Cash and cash equivalents at beginning of period............period........... 11,684 13,820
--------------- --------
Cash and cash equivalents at end of period.................. $16,554period................. $ 3,899
=======22,417 $ 7,189
======== ========
Supplemental Scheduleschedule of Cash Flow Information:cash flow information:
Cash paid during the period for:
Interest..................................................Interest................................................. $ 550556 $ 489536
Income taxes.............................................. 8,007 5,365taxes............................................. 10,977 7,437
Non-cash transactions:
Note issued to purchase assets of Columbus operation......operation..... -- 2,250
Reclassification ofbetween short-term and long-term
investments, to long-term,
net...................................................... -- 1,988net........................................ 447 1,966
Effect on Additional Paid in Capital and Common Stock for
stock split effected in the form of a stock dividend.....dividend.... 1,041 --
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. All financial
information is unaudited for 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 the periods have been
included. The year-end condensed balance sheet data was derived from
audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. Certain prior year information
has been reclassified to conform with the current year presentation format
with no impact on net income or working capital.
2. Earnings per common share are based on the weighted average number of
common shares outstanding during the period, including the effect of stock
options, stock awards and warrants where such effect would be dilutive.
Fully diluted earnings per share are not presented since the dilution is
not material.
3. In the mid-1980's, the United States Environmental Protection Agency
("EPA") notified a former subsidiary of the Company that it and other
entities may be potentially responsible in connection with the release of
hazardous substances at a landfill and property located adjacent to a
landfill located in Michigan City, Indiana. The two sites have been
combined and are viewed by the EPA as one site. The preliminary indication,
based on the Site Steering CommitteesCommittee's volumetric analysis, is that the
alleged contribution to the waste volume at the site of the plant once
owned by a former subsidiary is approximately 0.434 percent of the total
volume. The portion of the 0.434 percent specifically attributable to the
former subsidiary by the current operator of the plant is approximately
0.286 percent.percent of the total waste volume at the site.
There are over 800 potentially responsible parties ("prp") which have been
identified by the Site Steering Committee. Of these, 38, not including the
Company's former subsidiary, are estimated to have contributed over 80
percent of the total waste volume at the site. These prp's include Fortune
500 companies, public utilities, and the State of Indiana. The Company
believes that, in general, these parties are financially solvent and should
be able to meet their obligations at the site. The Company has reviewed the
financial statements and credit reports on several of these prp's, and
based on these financial reports, does not believe the Company will have
any material additional volume attributed to it for reparation of this site
due to insolvency of other prp's.
During the quarter ended September 30, 1994, the Company learned that the
EPA recently completed its Record of Decision ("ROD") for the Michigan City
site and has estimated the total cost of remediation to be between $17
million and $22 million. In June of 1995, the Company and its former
subsidiary were sued in the Northern District of Indiana by another prpthe insurer of
the current operator of the former subsidiary's plant, seeking
contribution. Based on the alleged contribution of its former subsidiary to
the site, the Company's alleged total exposure of less than $100 thousand
has been accrued.
Management believes the ultimate disposition of this matter will not have a
material adverse effect upon the Company's consolidated financial position
or results of operations.
4. On May 10, 1995, the Board of Directors of Lydall declared a two-for-one
stock split effected in the form of a stock dividend. The record date for
the stock split was May 24, 1995. The distribution of common shares was
made on June 21, 1995. To record the effect of the stock split $1.0 million
was reclassified from Capital in Excess of Par Value to Common Stock. Share
and per share amounts prior to the 1995 stock split have been restated to
reflect the two-for-one stock split.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS:OPERATIONS
For the secondthird quarter ended JuneSeptember 30, 1995, sales were $65.6$61.5 million
compared with $53.6$54.4 million for the same quarter last year, a 2213 percent
increase. Net income was $5.9$5.4 million compared with $3.9 million--up 40
percent. On a per-share basis, the Company earned $.30 in the third quarter of
1995 compared with $.21 in the same period last year--a 43 percent increase.
Gross margin in the quarter was $18.9 million, or $.32 a30.8 percent of sales, and
after-tax return on sales was 8.9 percent. For the 1994 period, gross margin
was $16.4 million, or 30.1 percent of sales, and after-tax return on sales was
7.1 percent.
Sales for the nine months ended September 30, 1995, were $189.8 million
compared with $156.1 million-- up 22 percent. Net income was $16.6 million, or
$.91 per share, compared with $3.8
6
$11.2 million, or $.21 a$.62 per share--a 56 percent increase in net income with a 5247 percent
increase in earnings per share. After-taxGross margin was $58.2 million, or 30.6
percent of sales, for the nine months ended September 30, 1995, and the after-
tax return on sales forwas 8.8 percent. For the quarter1994 nine-month period, gross
margin was a record 9 percent compared with 7 percent for the same period
last year.
Sales for the six months ended June 30, 1995 were $128.3 million compared
with $101.7 million for the same period in 1994--up 26 percent. Net income was
$11.2$47.6 million, or $.61 per share, for30.5 percent of sales, and the six months ended June 30, 1995
compared with net income of $7.3 million, or $.41 per share, for the same
period in 1994--a 53 percent increase in net income, while earnings per share
increased by 49 percent. Returnafter-tax return
on sales after tax, for the six months ended
June 30, 1995 was 8.7 percent compared with 7.2 percent for the corresponding
period ended June 30, 1994.percent.
Sales and net income for all of 1995 included results from both the
Jacksonville, Florida and Columbus, Ohio Operations which were acquired during
1994. Results for 1994 included only fourseven months of results from the Columbus
Operation and no resultsthree months from the Jacksonville Operation, which was acquired
at the end of June.
Gross margins remained relatively constant, between 30 and 31 percent, for
the three months and six months ended June 30, 1995 and 1994.
Lydall continued to do well in all of its markets. International sales
growth, including foreign and exports, continued to outpace overall sales
growth and was up 37 percent in the second quarter compared with the same
quarter last year. The materials-handling business remained strong, both
domestically and overseas. Sales of high-efficiency air filtration media have
also been strong around the world. Lydall's facility in France increased its
production of air filtration media during the period both for consumption in
Europe and for export to the United States. Global capacity is particularly
significant to Lydall in this important market.
Thermal barrier products sold to the automotive market continued to perform
well. Lydall has not experienced any slowdown in automotive sales which are
driven by increasing heat management applications. Also, a significant portion
of the heat-shield business is in sport-utility vehicles, vans, and light-duty
trucks, sales of which are growing steadily. In addition, Lydall's battery
insulating program is on target, and this product is now approved for
virtually every Ford vehicle, including 1996 and 1997 models.
In other thermal areas, growth in industrial applications, particularly
sales of commercial building materials and architectural components was
strong. Demand for cryogenic insulating products also continued at a strong
pace.Operation.
Selling, new product development and administrative expenses increased 18.7%13.4%
in the first sixnine months of the year versus the same period in 1994. As a
percentage of sales however, these expenses decreased to 16.2%16.0% in 1995 from
17.2% in 1994. The Company anticipates that these expenses will remain at
theapproximately 16 to 17 percent level through the end of the year.
Despite a slight slowing of economic growth, demand was steady in most of
our markets. International sales, up by 29 percent year-to-date, continued to
outpace the growth of domestic sales during the quarter. We saw solid growth
in our materials-handling slipsheet and thermal barrier businesses. In the
thermal area, sales for automotive and cryogenic applications were
particularly strong.
Sales of high-efficiency air filtration media continued to be robust both
domestically and abroad fueled by the intensity of the semiconductor market.
Capital spending in the industry is the highest it has ever been and is
forecast to stay at these levels through 1997. This, together with the
increasing use of clean rooms in more and more industrial applications, bode
well for future growth of Lydall's air filtration product line.
During the second quarter, Lydall received certain tangible and intangible
assets as a result of a mediated settlement between the Company and Baxter
Healthcare. Included in Other Income, theThe amount of the settlement and details are confidential under
the terms of the agreement.agreement and are recorded in other income. Although this
ends the relationship with Baxter, development of Lydall's leukocyte depletion
media continues. Hemasure, Inc. announced that its LeukoNet Pre-Storage
Leukoreduction Filtration System, which incorporates Lydall's media, has been
cleared for marketing by the U.S.U. S. Food and Drug Administration. The Company
does not expect the Hemasure announcement to have a material impact on 1995
results.
The Company's effectiveDuring the third quarter 1995, the French government enacted a tax increase
which had the effect of increasing our Axohm Division's tax rate decreasedfrom 33.3
percent to 36.6 percent, effective January 1, 1995. Domestic U.S. rates were
reduced during the year due to several factors including stronger export sales
resulting in a favorable Foreign Sales Corporation benefit and the settlement
of Internal Revenue Service audits. The Internal Revenue Service is currently examining Lydall's federal income
tax returnseffect of these events resulted in an
estimated ongoing effective rate of approximately 39.0 percent for 1990 through 1992. Management believes that the ultimate
resolution of the examinations will not have a material effect upon the
consolidated earnings and financial position of the
Company. Tax assessments,
if any, as a result of the examination are expected to be funded by cash
balances or cash generated from operations.
7
LIQUIDITY AND CAPITAL RESOURCES:
On JuneSeptember 30, 1995, Lydall closed with $19.7$25.4 million in cash, cash
equivalents and short-term investments compared with $14.6 million at December
31, 1994. During the first sixnine months of 1995, the Company repaid $3.3$3.4
million of long term debt and accrued interest. This payment, along with
normal payments
7
for taxes and capital expenditures, was made with cash generated from
operations and cash on hand. Increased levels of accounts receivable and
inventories are directly attributable to higher sales levels.
Operating cash flow (earnings before taxes, interest expense and investment
income or expense plus depreciation and amortization) was $11.9$11.4 million in the
quarter bringing operating cash flow year-to-date to $22.8$34.2 million. This
compares to $8.6$8.8 million for the quarter and $16.8$25.6 million year to date in
1994. The current ratio increased to 2.202.38 from 1.93; total debt to total
capitalization was .11.10 versus .15; and debt to equity was .12.11 versus .18 when
comparing JuneSeptember 30, 1995 with December 31, 1994, respectively.
The Company expects to continue to finance its day to day operating needs
from accumulated cash plus cash from operations.
Lydall continues to actively seek strategic acquisitions and to reinvest in
the Company with the primary focus on the ongoing comprehensive quality
program.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on May 10, 1995. In
addition to the election of directors, stockholders approved an Amendment to
the Certificate of Incorporation to increase the number of authorized common
stock shares.
The proposals were approved by the stockholders as follows:
WITHHOLD BROKER
FOR AGAINST ABSTAIN AUTHORITY NONVOTES
--------- ------- ------- --------- --------
1. Approval of amendment to the
Certificate of Incorporation.. 6,111,086 445,426 36,241 -- --
2. Election of Nominees to the
Board of Directors
Lee A. Asseo.................. 6,574,474 -- -- 18,279 --
Paul S. Buddenhagen........... 6,574,474 -- -- 18,279 --
Carole F. Butenas............. 6,574,474 -- -- 18,279 --
Samuel P. Cooley.............. 6,574,474 -- -- 18,279 --
W. Leslie Duffy............... 6,567,447 -- -- 25,306 --
Leonard R. Jaskol............. 6,574,474 -- -- 18,279 --
William P. Lyons.............. 6,568,482 -- -- 24,271 --
William J. Rankin............. 6,574,474 -- -- 18,279 --
Joel Schiavone................ 6,567,155 -- -- 25,598 --
Roger M. Widmann.............. 6,574,474 -- -- 18,279 --
Albert E. Wolf................ 6,568,482 -- -- 24,271 --
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 --Amendment of Incorporation of Lydall, Inc. dated August 14, 1995,
(filed as Exhibit 3.1 to the registrants Annual Report on Form 10K
dated March 28, 1994, and incorporated herein by this reference).
4.2 --Bylaws of Lydall Inc. (filed as Exhibit 3.2 to the registrant's
Registration Statement on Form 8-B dated October 16, 1987 and
incorporated herein by this reference).
11.1 --Schedule of Computation of Weighted Average Shares Outstanding
27.1 --Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarterthree months
ended JuneSeptember 30, 1995.
8
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/ John E. Hanley
By __________________________________
JOHN E. HANLEY
Vice President-FinancePresident--Finance and Treasurer
(Principal Accounting and Financial and
Accounting Officer)
August 8,November 9, 1995
9
LYDALL, INC.
Index to Exhibits
Exhibit No. Page No.
- ------- --------------- --------
4.1 Amendment of Incorporation of Lydall, Inc. 14
11.1 Schedule of Computation of Weighted Average Shares Outstanding 16
13