8-K/A
 



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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 3, 2004

MINE SAFETY APPLIANCES COMPANY


(Exact name of registrant as specified in its charter)
         
Pennsylvania   1-15579   25-0668780

 
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File Number)   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:

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

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

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

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



 


 

Explanatory Note

This Form 8-K/A amends the Form 8-K dated November 3, 2004. The submission heading under which the original 8-K was submitted erroneously referred to Item numbers 12 and 9.01, when in fact it should have referred to Items 2.02 and 9.01. The purpose of this amendment is to reflect the correct Item numbers in the submission. The content of this amendment is identical to the original Form 8-K.

Item 2.02 Results of Operations and Financial Condition.

     On November 3, 2004, the Company issued a press release announcing its financial results for the quarter ended September 30, 2004. 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 3, 2004, announcing financial results for the quarter ended September 30, 2004.

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   
Date: November 18, 2004    Vice President - Finance   
 

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EXHIBIT INDEX

     
Exhibit    
Number
  Description
99.1
  Mine Safety Appliances Company Press Release dated November 3, 2004, announcing financial results for the quarter ended September 30, 2004.

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Ex-99.1
 

Exhibit 99.1

(MSA LOGO)

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

FOR IMMEDIATE RELEASE

MSA Announces Record Sales and Earnings
Global Safety Equipment Manufacturer Continues Strong Performance

    Net Sales Increase 28%
 
    Net Income from Continuing Operations Up 74%
 
    Strong Performance Continues to be Led by Military, Homeland Security and Fire Service Sales in North America

     PITTSBURGH, November 3, 2004 – MSA (NYSE: MSA) today announced that net sales for the third quarter of 2004 were $219,962,000, compared with $171,927,000 for the third quarter of 2003, an increase of $48.0 million, or 28 percent. Net income from continuing operations for the third quarter of 2004 improved 74 percent to $19,111,000, or $.51 per basic share, compared with $10,984,000, or $.30 per basic share, for the same quarter last year.

     Net sales for the nine months ended September 30, 2004 were $627,566,000, compared with $508,257,000 in 2003, an increase of $119.3 million, or 23 percent. Net income from continuing operations for the nine months ended September 30, 2004 improved 58 percent to $53,367,000, or $1.44 per basic share, compared with $33,675,000, or $.91 per basic share, for the same period last year.

     Including the sale of a discontinued business in September 2003, noted below, net income for the third quarter of 2004 was $19,111,000, or $.51 per basic share, compared with $24,540,000, or $.67 per basic share, for the same quarter last year. Net income for the nine months ended September 30, 2004 was $53,367,000, or $1.44 per basic share, compared with $50,018,000, or $1.36 per basic share, for the same period last year. Third quarter 2003 and year-to-date 2003 net income included income of $13,556,000, or $.37 per basic share, and $16,343,000, or $.45 per basic share, respectively, related to the Callery Chemical Division which was sold to BASF Corporation in September 2003 for a gain of $13,658,000.

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     Third quarter sales growth occurred primarily in the company’s North American segment, led by strong shipments of self-contained breathing apparatus (SCBA) and thermal imaging cameras (TICs) to the fire service market, and Advanced Combat Helmets and gas masks to homeland security and military markets. The company’s broad range of sophisticated new products are selling well, assisted by higher government funding to support the fire service, homeland security and the war on terrorism.

     The company continues to see strong demand for its latest generation of SCBAs and Millennium® Gas Masks, which were among the first such devices to meet new performance standards adopted by the National Fire Protection Association (NFPA) and the National Institute for Occupational Safety and Health (NIOSH) for protection against chemical, biological, radiological and nuclear (CBRN) agents. These standards are helping to provide first responders with higher levels of protection against possible terrorist attacks. Shipments of the Advanced Combat Helmet, which was recognized as one of the Greatest Inventions of 2002 by the U.S. Army, were also significantly higher during the current quarter.

     MSA’s Evolution® 5000 TIC, which combines the functionality and durability required by the fire service with features and performance not found on other small format cameras, continues to be the camera of choice in the fire service market. Sales of instrument products also grew significantly on improved industrial market demand for the company’s latest generation portable instruments, such as the Solaris® Multigas Detector, which is one of the smallest and lightest four-gas monitors available today. Industrial helmet sales in North America have also been good.

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     Local currency sales in the company’s European segment grew modestly during the quarter and were assisted by the acquisition of Sordin AB, a leading manufacturer of passive and electronic hearing protection devices for the industrial, law enforcement and military markets. In MSA’s International segment, local currency sales during the third quarter were somewhat higher due to improved performance in Latin America and the Asia Pacific region. When stated in U.S. dollars, reported sales in these segments also increased modestly as a result of favorable currency translation effects associated with a stronger Euro, Australian Dollar, and South African Rand.

     Third quarter income growth occurred primarily in the company’s North American segment and is a result of the previously discussed sales growth. Income also improved in MSA’s European segment, primarily as a result of the Sordin acquisition. International segment income also improved on higher sales.

     “Our strong performance, which continues a trend that began several years ago, is the direct result of our focus on key markets and customers, including the fire service, homeland security and the military,” said John T. Ryan III, MSA Chairman and CEO. “We have been particularly diligent in identifying promising markets and developing innovative products that meet new performance standards and anticipate end-user needs. I am particularly pleased by the diversity of our sales performance in North America where we have shown sales gains in almost every active commercial product area, including those driven by special government funding and those that are not. I believe that a heightened commitment to worker safety and a focus on homeland security throughout the world will continue to provide MSA with attractive opportunities to respond to and meet customers’ safety equipment needs across a wide range of end-user markets and applications,” Mr. Ryan said.

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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. MSA products include self-contained breathing apparatus, gas masks, gas detection instruments, head protection, respirators and thermal imaging cameras. The company also provides a broad offering of consumer and contractor safety products through retail channels. These products are marketed and sold under the MSA Safety Works brand name. MSA has manufacturing operations throughout the United States and Europe and 28 international affiliates. More information about MSA is available on the company’s Web site at www.msanet.com.

Cautionary Statement Regarding Forward-Looking Statements:

Except for historical information, the matters discussed in this press release are forward-looking statements within the meaning of the 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. These risks, uncertainties and other factors are detailed from time to time in our filings with the United States Securities and Exchange Commission (“SEC”), including without limitation our most recent filing on Form 10-K, filed on March 15, 2004 and our Form S-3/A, filed on June 23, 2004. You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. Our 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 and shares outstanding)

                                 
    Three Months Ended   Nine Months Ended
    September 30
  September 30
    2004
  2003
  2004
  2003
Net sales
  $ 219,962     $ 171,927     $ 627,566     $ 508,257  
Other income
    2,018       1,586       3,482       2,116  
Cost of products sold
    128,227       102,010       362,166       299,149  
Selling, general and administrative
    50,352       41,761       145,229       123,076  
Research and development
    5,588       5,599       15,890       15,495  
Depreciation and amortization
    6,647       5,522       18,228       16,572  
Interest
    996       1,033       2,725       3,325  
Currency exchange loss (gain)
    (951 )     (121 )     969       (1,922 )
 
   
 
     
 
     
 
     
 
 
Income from continuing operations before income taxes
    31,121       17,709       85,841       54,678  
Provision for income taxes
    12,010       6,725       32,474       21,003  
 
   
 
     
 
     
 
     
 
 
Net income from continuing operations
    19,111       10,984       53,367       33,675  
Net income from discontinued operations
            (102 )             2,685  
Gain on sale of discontinued operations – after tax
            13,658               13,658  
 
   
 
     
 
     
 
     
 
 
Net income
    19,111       24,540       53,367       50,018  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share
                               
Continuing operations
    .51       .30       1.44       .91  
Discontinued operations
            .37               .45  
 
   
 
     
 
     
 
     
 
 
Net income
    .51       .67       1.44       1.36  
 
   
 
     
 
     
 
     
 
 
Diluted earnings per share
                               
Continuing operations
    .50       .29       1.40       .91  
Discontinued operations
            .36               .44  
 
   
 
     
 
     
 
     
 
 
Net income
    .50       .65       1.40       1.35  
 
   
 
     
 
     
 
     
 
 
Average number of common shares outstanding (basic)
    37,126,586       36,743,757       37,048,383       36,690,147  

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Mine Safety Appliances Company
Consolidated Condensed Balance Sheet (Unaudited)

                 
(In thousands)
 
  September 30, 2004
  December 31, 2003
Current assets
               
Cash and cash equivalents
  $ 62,210     $ 73,244  
Trade receivables, net
    160,565       129,900  
Inventories
    112,396       90,103  
Other current assets
    33,961       30,995  
 
   
 
     
 
 
Total current assets
    369,132       324,242  
 
Property, plant and equipment, net
    120,936       120,560  
Prepaid pension cost
    130,243       121,290  
Goodwill
    48,142       44,810  
Other non-current assets
    31,408       32,983  
 
   
 
     
 
 
Total
    699,861       643,885  
 
   
 
     
 
 
Current liabilities
               
Notes payable and current portion of long-term debt
  $ 5,365     $ 5,666  
Accounts payable
    37,973       40,029  
Other current liabilities
    82,242       69,020  
 
   
 
     
 
 
Total current liabilities
    125,580       114,715  
 
Long-term debt
    59,911       59,915  
Pension and other employee benefits
    76,189       74,808  
Deferred tax liabilities
    75,639       70,845  
Other non-current liabilities
    13,157       15,744  
Shareholders’ equity
    349,385       307,858  
 
   
 
     
 
 
 
    699,861       643,885  
 
   
 
     
 
 

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Mine Safety Appliances Company
Segment Information (Unaudited)

                                 
    Three Months Ended   Nine Months Ended
(In thousands)   September 30
  September 30
 
 
  2004
  2003
  2004
  2003
Net Sales
                               
North America
  $ 151,197     $ 112,889     $ 424,846     $ 331,054  
Europe
    40,739       34,890       121,795       106,164  
International
    28,026       24,148       80,925       71,039  
 
   
 
     
 
     
 
     
 
 
Total
    219,962       171,927       627,566       508,257  
 
   
 
     
 
     
 
     
 
 
 
                               
Net income from continuing operations
                               
North America
  $ 16,022     $ 9,636     $ 44,492     $ 26,681  
Europe
    1,304       686       4,447       2,750  
International
    2,230       919       5,522       3,792  
Reconciling
    (445 )     (257 )     (1,094 )     452  
 
   
 
     
 
     
 
     
 
 
 
    19,111       10,984       53,367       33,675  
 
   
 
     
 
     
 
     
 
 

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