Form 8-K

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): November 1, 2007

 


MINE SAFETY APPLIANCES COMPANY

(Exact name of registrant as specified in its charter)

 


 

Pennsylvania   1-15579   25-0668780

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

121 Gamma Drive

RIDC Industrial Park

O’Hara Township

Pittsburgh, Pennsylvania

  15238
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 412-967-3000

 


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 November 1, 2007 the Company issued a press release announcing its financial results for the quarter ended September 30, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.

 

Item 9.01. Exhibits

 

Exhibit
Number

  

Description

99.1

   Mine Safety Appliances Company Press Release dated November 1, 2007, announcing financial results for the quarter ended September 30, 2007.

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.

 

MINE SAFETY APPLIANCES COMPANY
  (Registrant)
By  

/s/ Dennis L. Zeitler

  Dennis L. Zeitler
  Senior Vice President - Finance

Date: November 1, 2007

 

2


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1

  

Mine Safety Appliances Company Press Release dated November 1, 2007, announcing financial

results for the quarter ended September 30, 2007.

 

3

Press Release

Exhibit 99.1

LOGO

 

FROM:    MSA (Mine Safety Appliances Company)
   Ticker: MSA (NYSE)
   Contact: Mark Deasy – (412) 967-3357

FOR IMMEDIATE RELEASE

MSA Announces Record Third Quarter Sales

Net Sales Increase 18 Percent

PITTSBURGH, November 1, 2007 – MSA (NYSE) today announced that net sales for the third quarter of 2007 were $247.7 million compared with $209.8 million for the third quarter of 2006, an increase of $37.9 million, or 18 percent. Net income for the third quarter of 2007 was $16.7 million, or 47 cents per basic share, an increase of $4.1 million, or 33 percent, compared with $12.6 million, or 35 cents per basic share, for the same quarter last year.

Sales in the North American segment grew $16.6 million, or 15 percent, in the current quarter. Shipments of Advanced Combat Helmets and related communications systems to the military were up $5.6 million and $2.3 million, respectively, and sales of ballistic protection products, including those made by Paraclete Armor and Equipment, were up $1.3 million in the current quarter. Third quarter 2007 sales of self-contained breathing apparatus (SCBA) were flat against a low 2006 third quarter, primarily due to sluggish demand from the U.S. fire service market as customers waited for the implementation of new National Fire Protection Association (NFPA) standards that all manufacturers had to meet by August 31, 2007. MSA was the first SCBA manufacturer to have a product fully certified as meeting the new NFPA performance requirements, but this occurred after the August 31 deadline, meaning the company was unable to ship SCBA to the North American fire service in September. Shipments of the new breathing apparatus have subsequently begun. Sales of thermal imaging cameras to the fire service improved $1.6 million reflecting improved availability of funding under the Federal Assistance to

 

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Firefighters Grant (AFG) Program. Continued strength in North American construction and industrial markets was reflected in sales of fall protection and head protection products, which improved $2.5 million in the current quarter.

Sales in MSA’s European segment improved $10.7 million, or 22 percent, for the current quarter. Currency translation effects increased European sales by $5.1 million, when stated in U.S. dollars. Local currency sales in Europe improved $5.6 million reflecting higher shipments in most markets, but particularly in Eastern Europe.

Sales in the company’s International segment improved $10.6 million, or 22 percent, in the current quarter. Local currency sales increased $4.0 million in South Africa, primarily due to strong growth in the mining industry, and $2.7 million in Latin America. Currency translation effects increased International segment sales by $2.5 million, when stated in U.S. dollars.

Third quarter net income in the North American segment was $6.9 million higher. The increase was primarily related to an after tax gain of $6.5 million on the sale of Cranberry Woods property. Excluding this gain, North American segment net income improved slightly in the quarter, with higher gross margin dollars as a result of higher sales being largely offset by increased selling, general and administrative expenses.

MSA Europe reported a $0.4 million loss for the current quarter compared to net income of $1.0 million in the prior year quarter. The entire loss and most of the decrease in income compared to 2006 was due to a one-time income tax charge of $1.6 million related to a write-down in net deferred tax assets, which resulted from a reduction of approximately 9% in the German statutory tax rate that was enacted during the current quarter.

 

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Net income in the International segment was down $0.6 million in the quarter, reflecting higher selling, general and administrative expenses associated with the expansion in activities in South Africa, China, and Southeast Asia, partially offset by higher sales and gross margin dollars.

“I am pleased with the sales improvements that we continued to make in the third quarter from the comparable sales in 2006, particularly in our important industrial products of head protection and ballistic protection,” said John T. Ryan III, MSA Chairman and CEO. “Aspects of our third quarter performance were somewhat to be expected due to the transition from the previous to the new NFPA standards in SCBA.”

“Early in September, our next generation breathing apparatus for firefighters – the FireHawk® M7 Air Mask – was the first device to be certified by the Safety Equipment Institute as compliant to both 2007 edition NFPA standards covering breathing apparatus performance and Personal Alert Safety System (PASS) performance. As we have previously discussed, the new standards were challenging and the approval process for all manufacturers was quite extended. I am pleased that we were the first to achieve full certification, as we were on all previous cycles of this standard, but the process of getting approval and adjusting production and the supply chain for the new devices kept us from meaningful invoicing of SCBA to the North American Fire Service in September and from getting samples to customers for fire ground evaluations. We are now back into production, have delivered evaluation samples and are shipping the new apparatus. As I noted at the end of the second quarter, our experience has been that the transition to a new NFPA standard generally causes a considerable part of the market to defer decisions until devices that meet the new standard are available and can be evaluated. This was particularly the case this time,” Mr. Ryan said. “We are confident in the competitiveness of our new device and in the entire market for breathing apparatus in North America, and I expect that we will begin to see improved SCBA sales in late 2007 and early 2008.”

 

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“Progress has been made in our International and European segments. The improvement in operating results in Europe this year has been masked by the tax provision adjustments. But going forward, our European segment results should benefit from the lower German income tax rate. Continuing expansion of our sales and operational capabilities in our International segment has held down earnings performance. I look forward to more clear progress in these areas,” Mr. Ryan continued.

“With the recent introduction of our new NFPA-compliant FireHawk M7 Air Mask and continued success in our other markets, I continue to believe that we should achieve our 2007 goal of record sales. Reaching our goal of record earnings will require a very strong performance in the fourth quarter to make up for the time lost in the NFPA approval process,” Mr. Ryan concluded.

About MSA:

Established in 1914, MSA is a global leader in the development, manufacture and supply of sophisticated safety products that protect people’s health and safety. Sophisticated safety products typically integrate any combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. The company’s comprehensive line of products is used by workers around the world in the fire service, homeland security, construction and other industries, as well as the military. Principal products include self-contained breathing apparatus, gas masks, gas detection instruments, head protection, respirators and thermal imaging cameras. The company also provides a broad range of consumer and contractor safety products through retail channels. These products are marketed and sold under the MSA Safety Works brand. MSA has annual sales of approximately $950 million, manufacturing operations throughout the United States and Europe, and more than 42 international locations. Additional information is available on the company’s Web site at www.msanet.com.

Cautionary Statement Regarding Forward-Looking Statements:

Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements, including without limitation all projections and anticipated levels of future performance, involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Actual results can be affected by any number of factors, many of which are outside of management’s control. Among the factors that could cause such differences are spending patterns of government agencies, competitive pressures, product liability claims, the success of new product introductions, currency exchange rate fluctuations, the identification and successful integration of acquisitions and the risks of doing business in foreign countries. These risks, uncertainties and other factors are detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”). You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. MSA’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on a number of other commercial web sites.

 

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Mine Safety Appliances Company

Consolidated Condensed Statement of Income (Unaudited)

(In thousands, except earnings per share)

 

    

Three Months Ended

September 30

  

Nine Months Ended

September 30

     2007     2006    2007     2006

Net sales

   $ 247,675     $ 209,802    $ 722,713     $ 656,775

Other income

     11,249       1,669      12,713       3,409
                             
     258,924       211,471      735,426       660,184
                             

Cost of products sold

     157,407       131,652      449,480       398,762

Selling, general and administrative

     62,362       52,378      177,711       159,791

Research and development

     7,560       6,603      20,274       19,125

Restructuring and other charges

     707       306      3,202       6,762

Interest

     2,653       1,481      6,878       3,880

Currency exchange (gains) losses

     (23 )     532      (1,259 )     2,525
                             
     230,666       192,952      656,286       590,845
                             

Income before income taxes

     28,258       18,519      79,140       69,339

Provision for income taxes

     11,523       5,918      29,009       24,919
                             

Net income

     16,735       12,601      50,131       44,420
                             

Basic earnings per share

   $ .47     $ .35    $ 1.40     $ 1.22
                             

Diluted earnings per share

   $ .46     $ .34    $ 1.38     $ 1.20
                             

Dividends per common share

   $ .22     $ .18    $ .62     $ .50
                             

Average number of common shares outstanding (basic)

     35,559       36,288      35,713       36,433

 

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Mine Safety Appliances Company

Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)

 

     September 30,
2007
   December 31,
2006

Current assets

     

Cash and cash equivalents

   $ 83,875    $ 61,296

Trade receivables, net

     194,761      174,569

Inventories

     153,141      137,230

Other current assets

     50,241      43,764
             

Total current assets

     482,018      416,859

Property, net

     125,993      120,651

Prepaid pension cost

     219,601      211,018

Goodwill

     86,667      79,360

Other non-current assets

     89,129      70,732
             

Total

     1,003,408      898,620
             

Current liabilities

     

Notes payable and current portion of long-term debt

   $ 49,079    $ 2,340

Accounts payable

     51,697      39,441

Other current liabilities

     102,460      85,654
             

Total current liabilities

     203,236      127,435

Long-term debt

     111,234      112,541

Pension and other employee benefits

     118,674      110,966

Deferred tax liabilities

     101,238      100,969

Other non-current liabilities

     16,180      8,856

Shareholders’ equity

     452,846      437,853
             

Total

     1,003,408      898,620
             

 

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Mine Safety Appliances Company

Segment Information (Unaudited)

(In thousands)

 

    

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
     2007     2006    2007     2006  

Net sales

         

North America

   $ 129,737     $ 113,180    $ 384,456     $ 371,102  

Europe

     58,800       48,085      167,913       146,152  

International

     59,138       48,537      170,344       139,521  
                               

Total

     247,675       209,802      722,713       656,775  
                               

Net income

         

North America

   $ 13,797     $ 6,908    $ 34,930     $ 30,020  

Europe

     (379 )     1,037      4,065       4,806  

International

     3,878       4,525      11,512       10,617  

Reconciling

     (561 )     131      (376 )     (1,023 )
                               

Total

     16,735       12,601      50,131       44,420  
                               

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