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): April 29, 2010

 

 

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 April 29, 2010, the Company issued a press release announcing its financial results for the quarter ended March 31, 2010. 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 April 29, 2010, announcing financial results for the quarter ended March 31, 2010.

 

2


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: April 29, 2010

 

3


EXHIBIT INDEX

 

Exhibit
Number

  

Description

99.1    Mine Safety Appliances Company Press Release dated April 29, 2010, announcing financial results for the quarter ended March 31, 2010.

 

4

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 First Quarter Results

PITTSBURGH, April 29, 2010 – MSA (NYSE: MSA) today announced that net sales for the first quarter of 2010 were $212.4 million compared with $218.2 million for the first quarter of 2009, a decrease of $5.8 million, or 3 percent. Net income for the first quarter of 2010 was $4.9 million, or 14 cents per basic share, a decrease of $2.3 million, or 32 percent, compared with $7.2 million, or 20 cents per basic share, for the same quarter last year. Reported net income for first quarter 2010 includes after-tax restructuring charges of $4.7 million, or 13 cents per basic share.

“MSA’s consolidated sales in the first quarter reflected signs of the ongoing economic recession, but also provided encouraging signs of optimism,” said William M. Lambert, MSA President and CEO. “Our incoming order book strengthened late in the first quarter and provided us with cautious optimism that our core industrial business, which makes up two-thirds of our sales, is working its way out of the global economic recession. More specifically, orders began to show a great deal of strength in March and we’re seeing this trend continue in April,” he said.

For the first quarter of 2010, sales in the company’s North American segment decreased $11.6 million, or 10 percent. Self-contained breathing apparatus (SCBA) sales were down $13.0 million in the current quarter. First quarter 2009 SCBA sales benefited from $7.3 million in shipments of the company’s FireHawk® M7 Responder to the U.S. Air Force. Excluding shipments on this contract, SCBA sales were

 

(more)


$5.7 million lower in the current quarter, reflecting delays in fire department funding under the Assistance to Firefighters Grant program and tight municipal budgets. Shipments of Advanced Combat helmets to the U.S. military were $3.8 million lower, reflecting the transition to a new contract. Shipments of head protection and instrument products were up $1.9 million and $3.4 million, respectively, on modestly improved demand in industrial markets, particularly late in the quarter.

Sales in the company’s European segment decreased $3.8 million, or 6 percent, in the first quarter of 2010. Local currency sales were down $8.4 million, or 14 percent, on lower shipments to fire service and military markets. Currency translation effects increased first quarter European segment sales, when stated in U.S. dollars, by $4.6 million, due to a stronger euro.

Sales in MSA’s International segment were up $9.6 million, or 20 percent, in the first quarter of 2010. Local currency sales were essentially flat quarter to quarter. Currency translation effects increased first quarter International segment sales, when stated in U.S. dollars, by $9.4 million.

Net income in MSA’s North American segment decreased $0.3 million, or 8 percent, in the first quarter of 2010. North American segment net income for the first quarter of 2009 included a $4.4 million after-tax charge related to a voluntary retirement incentive program in the U.S. Excluding this 2009 one-time charge, North American segment net income was down $4.7 million in the current quarter. The decrease reflects the negative effect of the previously-discussed decrease in sales.

(more)

 

- 2 -


MSA’s European segment reported a loss of $3.8 million in the first quarter of 2010, compared to income of $2.2 million in the first quarter of 2009. The current quarter loss includes a $3.7 million after-tax charge related to severance costs and a voluntary retirement incentive program in Germany that was completed in March as part of the company’s previously announced initiative to streamline European operations. Excluding this one-time charge, European segment net income was down $2.3 million in the current quarter. The decrease reflects the previously discussed decrease in sales. Currency translation effects increased current period European segment net income, when stated in U.S. dollars, by $0.9 million.

Net income in MSA’s International segment was $3.4 million higher in the first quarter of 2010. Higher local currency net income was primarily related to improved gross profits, on a more favorable product and geographic sales mix. Currency translation effects increased current quarter International segment net income, when stated in U.S. dollars, by approximately $0.5 million.

“Although I am encouraged by the recent strength we’re seeing in incoming orders, I also realize it is early in the recovery,” Mr. Lambert said. “At this time last year we were deploying defensive measures with a focus on cost management activities to offset the effects of the recession. With signs of an economic recovery beginning to surface and solidify, we are now emphasizing an investment focus in those areas that will help us accelerate growth, build market share, and provide a foundation for our long-term success. We’re making prudent investments in R&D, marketing and selling because it appears that a meaningful recovery will proceed at an uneven rate with a somewhat slow improvement in employment levels over the rest of the year. Overall, 2010 is a transition year for MSA when we move from playing defense to playing offense, as the economy improves,” Mr. Lambert concluded.

(more)

 

- 3 -


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 global economic conditions, 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.

(more)

 

- 4 -


Mine Safety Appliances Company

Consolidated Condensed Statement of Income (Unaudited)

(In thousands, except earnings per share)

 

     Three Months Ended
March 31
 
     2010     2009  

Net sales

   $ 212,434     $ 218,175  

Other income

     1,305       859  
                
     213,739       219,034  
                

Cost of products sold

     129,981       135,198  

Selling, general and administrative

     61,908       56,820  

Research and development

     7,736       7,013  

Restructuring and other charges

     6,809       8,095  

Interest

     1,540       1,847  

Currency exchange gains

     (2,158     (926
                
     205,816       208,047  
                

Income before income taxes

     7,923       10,987  

Provision for income taxes

     2,803       3,614  
                

Net income

     5,120       7,373  

Net income attributable to noncontrolling interests

     (214     (152
                

Net income attributable to Mine Safety Appliances Company

     4,906       7,221  
                

Basic earnings per share

   $ .14     $ .20  
                

Diluted earnings per share

   $ .14     $ .20  
                

Dividends per common share

   $ .24     $ .24  
                

Basic shares outstanding

     35,697       35,633  

Diluted shares outstanding

     36,224       35,824  

(more)

 

- 5 -


Mine Safety Appliances Company

Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)

 

     March 31,
2010
   December  31,
2009

Current assets

     

Cash and cash equivalents

   $ 61,896    $ 61,983

Trade receivables, net

     170,240      173,355

Inventories

     128,652      123,944

Other current assets

     61,403      74,743
             

Total current assets

     422,191      434,025

Property, net

     140,128      144,575

Prepaid pension cost

     109,060      105,812

Goodwill

     84,105      84,727

Other non-current assets

     120,964      106,089
             

Total

     876,448      875,228
             

Current liabilities

     

Notes payable and current portion of long-term debt

   $ 34,750    $ 16,326

Accounts payable

     52,072      43,487

Other current liabilities

     90,557      108,637
             

Total current liabilities

     177,379      168,450

Long-term debt

     82,112      82,114

Pensions and other employee benefits

     125,427      125,387

Deferred tax liabilities

     44,750      44,800

Other non-current liabilities

     14,674      15,077

Equity

     432,106      439,400
             

Total

     876,448      875,228
             

(more)

 

- 6 -


Mine Safety Appliances Company

Segment Information (Unaudited)

(In thousands)

 

     Three Months Ended
March 31
     2010     2009

Net sales

    

North America

   $ 99,114     $ 110,721

Europe

     56,624       60,382

International

     56,696       47,072
              

Total

     212,434       218,175
              

Net income (loss)

    

North America

   $ 3,435     $ 3,724

Europe

     (3,815     2,221

International

     3,925       463

Reconciling

     1,361       813
              

Total

     4,906       7,221
              

###

 

- 7 -