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 28, 2011

 

 

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.)

1000 Cranberry Woods Drive

Cranberry Township, Pennsylvania

  16066
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 724-776-8600

 

 

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 28, 2011, the Company issued a press release announcing its financial results for the quarter ended March 31, 2011. 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 28, 2011, announcing financial results for the quarter ended March 31, 2011.

 

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 28, 2011

 

3


EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1   Mine Safety Appliances Company Press Release dated April 28, 2011, announcing financial results for the quarter ended March 31, 2011.

 

4

Press Release

Exhibit 99.1

LOGO

 

FROM:    MSA (Mine Safety Appliances Company)
   Ticker: MSA (NYSE)
   Contact: Mark Deasy – (724) 741- 8570

FOR IMMEDIATE RELEASE

MSA Announces Record First Quarter Sales

Quarterly Revenue Increases 30% to $276 million

Net Income Increases 170% to $13 million

EPS Increases to $0.36 per basic share

PITTSBURGH, April 28, 2011 – MSA (NYSE: MSA) today announced that net sales for the first quarter of 2011 were $276 million compared with $212 million for the first quarter of 2010, an increase of $64 million, or 30 percent. Net income for the first quarter of 2011 was $13 million, or 36 cents per basic share, an increase of $8 million, or 170 percent, compared with $5 million, or 14 cents per basic share, for the same period last year. Excluding after-tax non-recurring purchase accounting adjustments of $2 million associated with the October acquisition of General Monitors, and restructuring charges of $2 million, net income was $17 million, or 48 cents per basic share.

“Our consolidated sales in the first quarter reinforce that we are effectively executing our corporate strategy and reflect continued improvement in economic and business conditions throughout many parts of the world,” said William M. Lambert, MSA President and CEO. “We continue to see solid growth in our core product groups in both developed and emerging markets,” he added.

(more)


Sales in the company’s North American segment increased $32 million, or 32 percent, in the first quarter of 2011. Organic sales increased $18 million, or 18 percent, while the company’s recent acquisition of General Monitors increased sales by $14 million in the quarter. Throughout the first quarter the company continued to experience strong demand in its core industrial markets, which led to an increase of $3 million in organic sales of gas detection products, while sales of head protection and fall protection products increased $2 million in the quarter. Sales of self-contained breathing apparatus (SCBA) to the fire service market increased $2 million for the quarter, largely on the strength of a significant order from the Canadian fire service. Shipments of ballistic helmets to the military were $7.5 million for the quarter.

Sales in the company’s European segment increased $8 million, or 14 percent, when compared to the first quarter of 2010. Local currency organic sales increased $2 million while the acquisition of General Monitors increased sales by $6 million in the quarter. Local currency organic sales of gas detection products were up $2 million on higher product shipments to core industrial markets in Europe. Local currency sales of breathing apparatus were up $4 million on higher shipments to fire service markets. These improvements were partially offset by a decline in ballistic helmet and gas mask sales to military markets.

Sales in MSA’s International segment increased $24 million, or 42 percent, in the first quarter of 2011. On a local currency basis, sales increased $19 million reflecting stronger product demand in Latin America and Asia, primarily in industrial markets across a broad group of product lines. Currency translation effects increased first quarter International segment sales, when stated in U.S. dollars, by $5 million, primarily related to a strengthening of the Australian dollar and Brazilian real.

(more)

 

- 2 -


Net income in MSA’s North American segment increased $4 million in the first quarter of 2011. North American segment net income for the first quarter of 2011 includes net income of $2 million related to General Monitors. The residual increase in net income reflects the previously discussed increase in sales and improved gross profits. These improvements were partially offset by higher operating costs on the higher level of sales.

MSA’s European segment reported income of $2 million in the quarter, compared to a loss of $3 million in the first quarter of 2010. The prior year loss included $3 million of additional after-tax charges related to restructuring activities. Excluding these charges, net income increased $2 million, including net income of $1 million related to General Monitors.

Net income in the International segment was $3 million higher in the first quarter of 2011. This increase was primarily related to higher sales in China and Latin America. Currency translation effects increased current quarter International segment net income, when stated in U.S. dollars, by approximately $1 million.

“Clearly, the business momentum we were able to generate through the second half of 2010, particularly in the global industrial market, carried over into the start of 2011, “ Mr. Lambert said. “We are focused on maintaining this momentum and remain committed to executing our strategy. I am confident that our strategy to grow core product revenues around the globe, develop new and innovative products that exceed customer expectations, invest in emerging markets, all while diligently managing operating and manufacturing costs, will provide a solid foundation for long-term success.” 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
 
     2011     2010  

Net sales

   $ 276,499     $ 212,434  

Other income

     796       1,305  
                
     277,295       213,739  
                

Cost of products sold

     166,102       129,981  

Selling, general and administrative

     73,045       61,908  

Research and development

     10,543       7,736  

Restructuring and other charges

     3,087       6,809  

Interest

     3,437       1,540  

Currency exchange losses (gains)

     666        (2,158
                
     256,880       205,816  
                

Income before income taxes

     20,415       7,923  

Provision for income taxes

     6,919       2,803  
                

Net income

     13,496       5,120  

Net income attributable to noncontrolling interests

     (187     (214
                

Net income attributable to Mine Safety Appliances Company

     13,309        4,906  
                

Basic earnings per share

   $ .36     $ .14  
                

Diluted earnings per share

   $ .36     $ .14  
                

Dividends per common share

   $ .25     $ .24  
                

Basic shares outstanding

     36,165       35,697  

Diluted shares outstanding

     36,795       36,224  

(more)

 

- 5 -


Mine Safety Appliances Company

Consolidated Condensed Balance Sheet (Unaudited)

(In thousands)

 

     March 31,
2011
     December 31,
2010
 

Current assets

     

Cash and cash equivalents

   $ 66,987      $ 59,760   

Trade receivables, net

     210,073        198,551   

Inventories

     156,752        150,581   

Other current assets

     63,001        68,497   
                 

Total current assets

     496,813        477,389   

Property, net

     158,872        156,789   

Prepaid pension cost

     124,016        121,631   

Goodwill

     266,556        263,089   

Other non-current assets

     184,706        178,290   
                 

Total

     1,230,963        1,197,188   
                 

Current liabilities

     

Notes payable and current portion of long-term debt

   $ 10,107      $ 10,163   

Accounts payable

     63,080        58,460   

Other current liabilities

     110,553        113,118   
                 

Total current liabilities

     183,740        181,741   

Long-term debt

     379,585        367,094   

Pensions and other employee benefits

     129,934        126,479   

Deferred tax liabilities

     48,689        49,177   

Other non-current liabilities

     18,183         16,647   

Equity

     470,832        456,050   
                 

Total

     1,230,963        1,197,188   
                 

(more)

 

- 6 -


Mine Safety Appliances Company

Segment Information (Unaudited)

(In thousands)

 

     Three Months Ended
March 31
 
     2011     2010  

Net sales

    

North America

   $ 130,916     $ 99,114  

Europe

     64,839       56,624  

International

     80,744        56,696  
                

Total

     276,499        212,434  
                

Net income (loss)

    

North America

   $ 9,823     $ 5,584  

Europe

     1,587        (3,265 )

International

     7,377        4,378  

Reconciling

     (5,478     (1,791 )
                

Total

     13,309        4,906  
                

# # #

 

- 7 -