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): July 28, 2009

 

 

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 July 28, 2009, the Company issued a press release announcing its financial results for the quarter ended June 30, 2009. 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 July 28, 2009, announcing financial results for the quarter ended June 30, 2009.

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: July 28, 2009

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Mine Safety Appliances Company Press Release dated July 28, 2009, announcing financial results for the quarter ended June 30, 2009.

 

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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 Second Quarter Results

PITTSBURGH, July 28, 2009 – MSA (NYSE) today announced that net sales for the second quarter of 2009 were $227.2 million compared with $293.2 million for the second quarter of 2008, a decrease of $66.0 million, or 22 percent. Net income for the second quarter of 2009 was $12.5 million, or 35 cents per basic share, a decrease of $7.5 million, or 38 percent, compared with $20.0 million, or 56 cents per basic share, for the same quarter last year.

“MSA’s consolidated sales continue to be clearly impacted by the effects of the ongoing recession,” said William M. Lambert, MSA President and CEO. “Since the fourth quarter of 2008 and throughout this year we have been operating with a keen understanding that 2009 would be challenging for each of our three geographic segments. While our top line results have tracked with this expectation, I’m pleased and proud of the efforts our leadership team and our associates have put forth to manage MSA’s expenses across the board. In particular, I was encouraged by a 19 percent reduction in selling, general and administrative expenses that we were able to achieve during the current quarter,” he said. “Maintaining a high level of cost discipline throughout the balance of this year, while continuing to move forward with key new product development initiatives that restore our longer-term top line results, will continue to be our major focus in the second half of 2009. And, based on the progress we have made year-to-date, I am confident we will be successful on both fronts.”

 

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Sales in the company’s North American segment decreased $36.3 million, or 24 percent, in the second quarter of 2009. The decrease reflects the ongoing impact of the recession on end-user demand, especially in construction, oil and gas, and other industrial

markets, as well as the completion of certain government contracts. Sales of self-contained breathing apparatus (SCBA) were $12.2 million lower in the current quarter. Second quarter 2008 SCBA sales included $12.6 million in shipments to the U.S. Air Force. Excluding these shipments, SCBA sales were flat quarter-to-quarter. Shipments of Advanced Combat Helmets to the U.S. military were down $8.8 million, reflecting a gap in production due to the transition to a new contract. Sales of CG634 ballistic helmets to the Canadian Forces were down $3.9 million due to completion of the contract. Shipments of head protection and fall protection were down $6.6 million and $2.4 million, respectively, as the effects of the recession reduced demand in construction and industrial markets.

Sales in the company’s European segment decreased $21.0 million, or 27 percent, in the current quarter. Local currency sales were down $8.8 million, primarily due to lower shipments of helmets and gas masks to military and first responder markets in France and Germany. Local currency sales in Eastern Europe were flat quarter-to-quarter. Currency translation effects reduced European segment sales, when stated in U.S. dollars, by $12.2 million, reflecting the weaker euro.

Sales in MSA’s International segment decreased by $8.6 million, or 13 percent, in the current quarter. Local currency sales were flat. Lower sales in Latin America, Australia and Africa, primarily due to the effects of the recession on the mining industry, were substantially offset by higher sales in China and the Middle East. Currency translation effects reduced International segment sales, when stated in U.S. dollars, by $8.3 million.

 

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On a currency adjusted basis, and in particular on the relative strength of the U.S. dollar compared to the second quarter of last year, MSA’s global sales declined 15 percent for the quarter, with a decline of 24 percent in North America, 11 percent in Europe, and no change in International.

Net income in the company’s North American segment was down only $0.7 million, or 6 percent, on the 24 percent decrease in sales in the second quarter of 2009. The decrease was primarily related to the previously-discussed decrease in sales, substantially offset by the positive results of ongoing initiatives to reduce operating expenses.

Net income in the European segment was down $4.4 million, or 91 percent, in the second quarter of 2009. Local currency net income was $3.3 million lower due to the previously-discussed decrease in sales. Currency translation effects reduced European segment net income, when stated in U.S. dollars, by approximately $1.1 million.

Net income in MSA’s International segment was down $2.1 million, or 59 percent, in the current quarter. Local currency income was $1.2 million lower, primarily due to the previously-discussed decrease in sales. Currency translation reduced International segment net income by approximately $0.9 million.

“In these uncertain economic times, our global teams are closely monitoring the markets we serve and are adjusting our responses to meet market realities. We must continue to be diligent in our efforts to reduce costs and manage our business in ways that allow us to not only weather the current downturn, but to be responsive in seizing opportunities when a recovery occurs,” Mr. Lambert concluded.

 

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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. 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 earnings per share)

 

     Three Months Ended
June 30
    Six Months Ended
June 30
 
     2009    2008     2009     2008  

Net sales

   $ 227,232    $ 293,162     $ 445,407     $ 559,506  

Other income

     672      1,464       1,531       2,523  
                               
     227,904      294,626       446,938       562,029  
                               

Cost of products sold

     141,917      181,573       277,115       341,565  

Selling, general and administrative

     56,041      68,919       112,861       135,013  

Research and development

     7,273      9,202       14,286       16,554  

Restructuring and other charges

     966      1,125       9,061       2,231  

Interest

     1,914      2,281       3,761       4,775  

Currency exchange losses (gains)

     579      (76     (347     4,018  
                               
     208,690      263,024       416,737       504,156  
                               

Income before income taxes

     19,214      31,602       30,201       57,873  

Provision for income taxes

     6,986      11,676       10,600       21,777  
                               

Net income

     12,228      19,926       19,601       36,096  

Net loss (income) attributable to the noncontrolling interests

     230      28       78       (115
                               

Net income attributable to Mine Safety Appliances Company

     12,458      19,954       19,679       35,981  
                               

Basic earnings per common share

   $ 0.35    $ 0.56     $ 0.55     $ 1.01  
                               

Diluted earnings per common share

   $ 0.35    $ 0.55     $ 0.55     $ 1.00  
                               

Dividends per common share

   $ 0.24    $ 0.24     $ 0.48     $ 0.46  
                               

Basic shares outstanding

     35,672      35,594       35,652       35,567  

Diluted shares outstanding

     35,818      35,987       35,821       36,004  

 

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Mine Safety Appliances Company

Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)

 

     June 30,
2009
   December 31,
2008

Current assets

     

Cash and cash equivalents

   $ 62,667    $ 50,894

Trade receivables, net

     173,978      198,622

Inventories

     145,312      159,428

Other current assets

     60,516      68,831
             

Total current assets

     442,473      477,775

Property, net

     145,437      141,409

Prepaid pension cost

     78,411      78,037

Goodwill

     83,638      83,211

Other noncurrent assets

     109,807      95,378
             

Total

     859,766      875,810
             

Current liabilities

     

Notes payable and current portion of long-term debt

   $ 49,191    $ 60,849

Accounts payable

     45,865      50,126

Other current liabilities

     92,120      108,712
             

Total current liabilities

     187,176      219,687

Long-term debt

     94,118      94,082

Pensions and other employee benefits

     122,158      120,494

Deferred tax liabilities

     36,318      36,491

Other noncurrent liabilities

     8,996      9,931

Equity

     411,000      395,125
             

Total

     859,766      875,810
             

 

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Mine Safety Appliances Company

Segment Information (Unaudited)

(In thousands)

 

     Three Months Ended
June 30
    Six Months Ended
June 30
 
     2009     2008     2009    2008  

Net sales

         

North America

   $ 112,358     $ 148,682     $ 223,079    $ 295,324  

Europe

     55,834       76,853       112,751      137,258  

International

     59,040       67,627       109,577      126,924  
                               

Total

     227,232       293,162       445,407      559,506  
                               

Net income attributable to Mine Safety Appliances Company

         

North America

   $ 10,912     $ 11,612     $ 14,636    $ 26,194  

Europe

     428       4,810       2,497      5,498  

International

     1,468       3,556       2,083      7,122  

Reconciling

     (350     (24     463      (2,833
                               

Total

     12,458       19,954       19,679      35,981  
                               

 

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