LYDALL, INC. (NYSE:LDL) Files An 8-K Regulation FD DisclosureItem 7.01
As previously disclosed on August 30, 2017, Lydall, Inc. (“Lydall” or the “Company”) announced its intention to combine the Thermal/Acoustical Metals and Thermal/Acoustical Fibers segments into a single operating segment named Thermal Acoustical Solutions. Combining these automotive businesses into one segment is expected to allow for better customer alignment, leverage operating disciplines and realize efficiencies across the global automotive operations. Through December 31,2017, these two operating segments continued to be managed separately as the Company defined the future global structure and strategies of the combined businesses. Effective January 1, 2018, the Company commenced reporting of the two businesses as a single consolidated operating segment.
This Current Report on Form 8-K (this “Report”) includes additional detail on the changes described above along with recast (unaudited) historical information relative to the Thermal Acoustical Solutions business segment sales and operating income on both an annual and quarterly basis for the years ended December31, 2017 and 2016 (furnished hereunder as Exhibit99.1 and incorporated herein by reference). The Company did not operate under this structure for any of these prior periods and will begin to report comparative results under the new structure with the filing of its Quarterly Report on Form10-Q for the quarter ending March31, 2018. On March 21, 2018, the Company made available on its website unaudited historical quarterly and full-year financial data for 2017 and 2016 that has been recast to reflect its new segment reporting structure. The recast (unaudited) historical financial information is available at www.lydall.com under the headings “Investor Relations” and “News & Presentations,’ a copy of which is attached as Exhibit 99.1.
The information contained in this Report shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act.
This Report contains forward-looking information as defined by the Private Securities Litigation Reform Act of 1995. Any statements contained in this Report, except to the extent that they contain historical facts, are forward-looking. Such forward-looking statements involve estimates, assumptions, judgments and uncertainties. There are known and unknown factors that could cause actual results or outcomes related to this combination, including the timing and amount of costs to be incurred, the impact on the Company’s customers, as well as the timing and amounts of cost savings to be realized as a result of the combination, to differ materially from those addressed in the forward-looking information. Other known factors that could impact the Company’s financial results are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (“SEC”), and in other reports filed by the Company with the SEC, from time to time.
| Item 7.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is furnished with this report as set forth below:
LYDALL INC /DE/ ExhibitEX-99.1 2 tv488993_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 RECAST (UNAUDITED) QUARTERLY AND FULL YEAR SEGMENT INFORMATION FOR 2017 AND 2016 Effective January 1,…To view the full exhibit click here
About LYDALL, INC. (NYSE:LDL)
Lydall, Inc. (Lydall) designs and manufactures specialty engineered non-woven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration or separation and heat abatement, and sound dampening applications. The Company’s segments are Performance Materials, Industrial Filtration, Thermal/Acoustical Metals, and Thermal/Acoustical Fibers. The Performance Materials segment is engaged in the filtration, thermal insulation and life sciences filtration businesses. The Industrial Filtration segment is engaged in the Lydall’s industrial non-woven felt media and filter bag business. The Thermal/Acoustical Metals segment is engaged in the Lydall’s metal parts and related tooling. The Thermal/Acoustical Fibers segment is engaged in the Lydall’s fiber parts business and related tooling business for use in automotive applications. The Company’s products are sold to original equipment manufacturers and tier-one suppliers.
