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): October 27, 2008

 

 

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 October 27, 2008, the Company issued a press release announcing its financial results for the quarter ended September 30, 2008. 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 October 27, 2008, announcing financial results for the quarter ended September 30, 2008.

 

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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: October 27, 2008

 

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EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1   Mine Safety Appliances Company Press Release dated October 27, 2008, announcing financial results for the quarter ended September 30, 2008.

 

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Mine Safety Appliances Company 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 15 Percent

 

   

European and International Sales Increase 23 Percent

 

   

Net Income Increases 7 Percent

PITTSBURGH, October 27, 2008 – MSA (NYSE: MSA) today announced that net sales for the third quarter of 2008 were $285.9 million compared with $247.7 million for the third quarter of 2007, an increase of $38.2 million, or 15 percent. Net income for the third quarter of 2008 was $17.9 million, or 50 cents per basic share, an increase of $1.2 million, or 7 percent, compared with $16.7 million, or 47 cents per basic share, for the same quarter last year. Net income for the third quarter of 2007 included an after-tax gain of $6.5 million related to the sale of Cranberry Woods development property. Excluding this nonoperating gain in 2007, net income in the current quarter increased $7.7 million, or 75%.

“I am pleased to report the strongest third quarter sales in MSA history,” said William M. Lambert, MSA President and CEO. “This performance is especially satisfying in the current economic environment and is the result of our continuing focus on our core business and our ongoing efforts to expand our geographic market reach, particularly in the European and International segments. I believe that by focusing on the strengths in our core products and markets, we will continue to make significant progress during the remainder of 2008 and in future years,” he said.

 

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Sales in the company’s North American segment increased $11.1 million, or 9 percent, in the third quarter of 2008. Self-contained breathing apparatus (SCBA) sales were up $15.3 million in the current quarter. This increase was primarily due to $13.2 million in shipments of SCBAs to the U.S. Air Force during the third quarter of 2008. Sales of Advanced Combat Helmets to the U.S. military and CG634 helmets to Canadian Forces were up $2.3 million and $2.1 million, respectively. Shipments of gas masks and communication devices were down $4.1 million and $2.5 million, respectively, reflecting the completion of certain military orders.

Sales in the company’s European segment increased $14.0 million, or 24 percent, in the current quarter. Local currency sales increased $8.2 million, reflecting strong sales of SCBAs to the government in Germany and ballistic vests to the military in France. Currency translation effects increased European segment sales, when stated in U.S. dollars, by $5.8 million, reflecting the stronger euro.

Sales in MSA’s International segment improved by $13.2 million, or 22 percent, in the current quarter. The sales increase was primarily in South Africa and Latin America, where local currency sales were up $4.8 million and $4.1 million, respectively. The improvements were primarily due to strong growth in sales to the mining industry. Currency translation effects increased International segment sales, when stated in U.S. dollars, by $2.0 million.

 

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Third quarter 2008 net income in the North American segment of $10.9 million was 21 percent lower than net income of $13.8 million in the same quarter last year. As mentioned previously, North American segment net income for the third quarter of 2007 included an after-tax gain of $6.5 million on the sale of Cranberry Woods development property. Excluding this gain, North American segment net income improved 50 percent in the current quarter, reflecting higher sales and lower operating costs.

European segment net income for the third quarter of 2008 was $1.7 million compared to a loss of $0.4 million for the same quarter last year. European segment net income in the third quarters of 2008 and 2007 included one time income tax charges of $0.5 million and $1.6 million, respectively. Excluding these charges, European segment income improved $1.0 million in the current quarter, reflecting the previously-discussed sales increase.

Third quarter 2008 net income in the International segment of $4.2 million was 8 percent higher than net income of $3.9 million in the same quarter last year. The improvement was due to the previously discussed increase in sales, partially offset by higher costs associated with business expansion activities in this segment.

“During the quarter, we saw meaningful sales growth in each of our three geographic segments,” Mr. Lambert commented. “In North America, our sales growth was led by strong shipments of our latest generation Firehawk® M7 Responder SCBA to the U.S. Air Force for use by air base firefighting squads,” Mr. Lambert added. “Our sales in the European segment

 

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grew nicely across a broad range of products and our backlog continues to be strong in those markets. International segment sales growth was led by Latin America and South Africa, where we see continued strength in the mining industry.”

“Our third quarter performance reflects the broad balance of our business, both in terms of diverse product lines and markets. We continue to see strength in our core business, but this outlook is certainly subject to global economic conditions,” Mr. Lambert concluded.

About MSA:

Established in 1914, MSA is a global leader in the development, manufacture and supply of safety products that protect people’s health and safety. MSA’s 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 $1 billion, manufacturing operations throughout the United States and Europe, and 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 and our ability to collect related insurance receivables, 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 per share amounts)

 

     Three Months Ended
September 30
    Nine Months Ended
September 30
 
     2008     2007     2008    2007  

Net sales

   $ 285,941     $ 247,675     $ 845,447    $ 722,713  

Other income

     1,426       11,249       3,834      12,713  
                               
     287,367       258,924       849,281      735,426  
                               

Cost of products sold

     177,203       157,407       518,768      449,480  

Selling, general and administrative

     67,921       62,362       202,934      177,711  

Research and development

     9,485       7,560       26,039      20,274  

Restructuring and other charges

     1,045       707       3,276      3,202  

Interest

     2,307       2,653       7,082      6,878  

Currency exchange (gains) losses

     (879 )     (23 )     3,139      (1,259 )
                               
     257,082       230,666       761,238      656,286  
                               

Income before income taxes

     30,285       28,258       88,043      79,140  

Provision for income taxes

     12,342       11,523       34,119      29,009  
                               

Net income

     17,943       16,735       53,924      50,131  
                               

Basic earnings per common share

   $ 0.50     $ 0.47     $ 1.51    $ 1.40  
                               

Diluted earnings per common share

   $ 0.50     $ 0.46     $ 1.50    $ 1.38  
                               

Dividends per common share

   $ 0.24     $ 0.22     $ 0.70    $ 0.62  
                               

Basic shares outstanding

     35,617       35,559       35,584      35,713  

Diluted shares outstanding

     35,961       36,159       35,990      36,294  

 

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Mine Safety Appliances Company

Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)

 

     September 30,
2008
   December 31,
2007

Current assets

     

Cash and cash equivalents

   $ 49,877    $ 74,981

Trade receivables, net

     206,088      205,737

Inventories

     177,778      155,332

Other current assets

     78,647      61,000
             

Total current assets

     512,390      497,050

Property, net

     137,907      130,445

Prepaid pension cost

     224,419      212,304

Goodwill

     84,327      87,011

Other noncurrent assets

     103,187      89,496
             

Total

     1,062,230      1,016,306
             

Current liabilities

     

Notes payable and current portion of long-term debt

   $ 74,580    $ 54,676

Accounts payable

     54,587      50,648

Other current liabilities

     115,713      103,865
             

Total current liabilities

     244,880      209,189

Long-term debt

     93,448      103,726

Pensions and other employee benefits

     126,234      126,790

Deferred tax liabilities

     100,686      100,934

Other noncurrent liabilities

     11,247      13,129

Minority interests

     909      1,007

Shareholders’ equity

     484,826      461,531
             

Total

     1,062,230      1,016,306
             

 

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Mine Safety Appliances Company

Segment Information (Unaudited)

(In thousands)

 

     Three Months Ended
September 30
    Nine Months Ended
September 30
 
     2008    2007     2008     2007  

Net sales

         

North America

   $ 140,819    $ 129,737     $ 436,143     $ 384,456  

Europe

     72,796      58,800       210,054       167,913  

International

     72,326      59,138       199,250       170,344  
                               

Total

     285,941      247,675       845,447       722,713  
                               

Net income

         

North America

   $ 10,914    $ 13,797     $ 36,833     $ 34,930  

Europe

     1,672      (379 )     6,041       4,065  

International

     4,170      3,878       12,696       11,512  

Reconciling

     1,187      (561 )     (1,646 )     (376 )
                               

Total

     17,943      16,735       53,924       50,131  
                               

 

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