SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| For the quarter ended March 31, 2005 | Commission File No. 1-15579 |
MINE SAFETY APPLIANCES COMPANY
(Exact name of registrant as specified in its charter)
| Pennsylvania | 25-0668780 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) | |
| 121 Gamma Drive RIDC Industrial Park OHara Township Pittsburgh, Pennsylvania |
15238 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: 412/967-3000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of April 30, 2005, 36,433,825 shares of common stock without par value were outstanding, not including 3,056,429 shares held by the Mine Safety Appliances Company Stock Compensation Trust.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MINE SAFETY APPLIANCES COMPANY
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share amounts)
| Three Months Ended March 31 Unaudited | ||||||
| 2005 |
2004 | |||||
| Net sales |
$ | 228,048 | $ | 194,490 | ||
| Other income |
1,332 | 786 | ||||
| 229,380 | 195,276 | |||||
| Costs and expenses |
||||||
| Cost of products sold |
134,680 | 112,687 | ||||
| Selling, general and administrative |
53,558 | 50,194 | ||||
| Research and development |
5,680 | 5,215 | ||||
| Interest |
1,218 | 514 | ||||
| Currency exchange losses |
615 | 667 | ||||
| 195,751 | 169,277 | |||||
| Income before income taxes |
33,629 | 25,999 | ||||
| Provision for income taxes |
12,276 | 9,861 | ||||
| Net income |
21,353 | 16,138 | ||||
| Basic earnings per common share |
$0.58 | $0.44 | ||||
| Diluted earnings per common share |
$0.57 | $0.43 | ||||
| Dividends per common share |
$0.10 | $0.07 | ||||
See notes to condensed consolidated financial statements.
MINE SAFETY APPLIANCES COMPANY
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
| March 31 2005 |
December 31 2004 |
|||||||
| Unaudited | ||||||||
| ASSETS |
||||||||
| Current assets |
||||||||
| Cash and cash equivalents |
$ | 59,446 | $ | 76,545 | ||||
| Trade receivables, less allowance for doubtful accounts of $7,382 and $7,548, respectively |
168,501 | 161,584 | ||||||
| Inventories |
126,090 | 124,846 | ||||||
| Deferred tax assets |
18,639 | 19,377 | ||||||
| Prepaid expenses and other current assets |
11,407 | 15,308 | ||||||
| Total current assets |
384,083 | 397,660 | ||||||
| Property, less accumulated depreciation of $251,590 and $250,725, respectively |
119,298 | 123,716 | ||||||
| Prepaid pension cost |
133,929 | 131,496 | ||||||
| Deferred tax assets |
20,138 | 21,513 | ||||||
| Goodwill |
48,796 | 49,495 | ||||||
| Other noncurrent assets |
10,443 | 10,230 | ||||||
| TOTAL |
716,687 | 734,110 | ||||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities |
||||||||
| Notes payable and current portion of long-term debt |
$ | 29,805 | $ | 6,378 | ||||
| Accounts payable |
42,906 | 40,705 | ||||||
| Employees compensation |
19,330 | 19,284 | ||||||
| Insurance and product liability |
16,082 | 14,926 | ||||||
| Taxes on income |
5,784 | 3,790 | ||||||
| Other current liabilities |
37,901 | 41,984 | ||||||
| Total current liabilities |
151,808 | 127,067 | ||||||
| Long-term debt |
54,283 | 54,463 | ||||||
| Pensions and other employee benefits |
80,912 | 83,628 | ||||||
| Deferred tax liabilities |
75,202 | 76,704 | ||||||
| Other noncurrent liabilities |
13,686 | 14,637 | ||||||
| Shareholders equity |
||||||||
| Preferred stock, 4 1/2% cumulative authorized 100,000 shares of $50 par value, issued 71,373 and 71,373 shares, callable at $52.50 per share |
3,569 | 3,569 | ||||||
| Second cumulative preferred voting stock authorized 1,000,000 shares of $10 par value; none issued |
| | ||||||
| Common stock authorized 180,000,000 shares of no par value; issued 61,839,525 and 61,740,327 shares (outstanding 36,411,415 and 37,341,386 shares) |
42,129 | 39,248 | ||||||
| Stock compensation trust 3,061,667 and 3,146,222 shares |
(15,994 | ) | (16,436 | ) | ||||
| Treasury shares, at cost: |
||||||||
| Preferred 52,736 and 52,736 shares |
(1,746 | ) | (1,746 | ) | ||||
| Common 22,366,443 and 21,252,719 shares |
(192,928 | ) | (141,549 | ) | ||||
| Deferred stock compensation |
(2,674 | ) | (1,247 | ) | ||||
| Accumulated other comprehensive (loss) income |
(3,245 | ) | 1,793 | |||||
| Retained earnings |
511,685 | 493,979 | ||||||
| Total shareholders equity |
340,796 | 377,611 | ||||||
| TOTAL |
716,687 | 734,110 | ||||||
See notes to condensed consolidated financial statements.
MINE SAFETY APPLIANCES COMPANY
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
| Three Months Ended Unaudited |
||||||||
| 2005 |
2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 21,353 | $ | 16,138 | ||||
| Depreciation and amortization |
6,486 | 5,820 | ||||||
| Pensions |
(1,569 | ) | (1,917 | ) | ||||
| Net gain on sale of assets |
(633 | ) | (38 | ) | ||||
| Deferred income taxes |
2,137 | 1,677 | ||||||
| Changes in operating assets and liabilities |
(9,661 | ) | (13,522 | ) | ||||
| Other including currency exchange adjustments |
(484 | ) | 177 | |||||
| Cash flow from continuing operations |
17,629 | 8,335 | ||||||
| Cash flow from discontinued operations |
| 2,061 | ||||||
| Cash flow from operating activities |
17,629 | 10,396 | ||||||
| INVESTING ACTIVITIES |
||||||||
| Property additions |
(3,997 | ) | (5,601 | ) | ||||
| Property disposals |
952 | 67 | ||||||
| Other investing |
(1,114 | ) | (1,570 | ) | ||||
| Cash flow from investing activities |
(4,159 | ) | (7,104 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Additions to long-term debt |
388 | 11 | ||||||
| Reductions of long-term debt |
(77 | ) | (80 | ) | ||||
| Changes in notes payable and short-term debt |
23,501 | 168 | ||||||
| Cash dividends |
(3,647 | ) | (2,596 | ) | ||||
| Company stock purchases |
(51,379 | ) | (443 | ) | ||||
| Company stock sales |
1,620 | 561 | ||||||
| Cash flow from financing activities |
(29,594 | ) | (2,379 | ) | ||||
| Effect of exchange rate changes on cash |
(975 | ) | (240 | ) | ||||
| (Decrease) increase in cash and cash equivalents |
(17,099 | ) | 673 | |||||
| Beginning cash and cash equivalents |
76,545 | 73,244 | ||||||
| Ending cash and cash equivalents |
59,446 | 73,917 | ||||||
See notes to condensed consolidated financial statements.
MINE SAFETY APPLIANCES COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1) Basis of Presentation
We have prepared the condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements.
The interim condensed consolidated financial statements are unaudited; however, we believe that all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of these interim periods have been included. The results for interim periods are not necessarily indicative of the results to be expected for the full year.
The condensed consolidated financial statements include the accounts of the company and all subsidiaries. Intercompany accounts and transactions have been eliminated.
Certain prior year amounts have been reclassified to conform with the current year presentation. Depreciation and amortization expense that was previously reported as a separate line in the condensed consolidated statement of income is now reported in cost of products sold and operating expenses.
Managements Discussion and Analysis of Financial Condition and Results of Operations that is included elsewhere in this report contains additional information about our results of operations and financial position and should be read in conjunction with these notes.
(2) Earnings per Share
Basic earnings per share is computed on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of the weighted average stock options outstanding during the period, using the treasury stock method. Antidilutive options are not considered in computing diluted earnings per share.
| Three Months Ended March 31 | ||||||
| (In thousands) |
2005 |
2004 | ||||
| Net income |
$ | 21,353 | $ | 16,138 | ||
| Preferred stock dividends |
10 | 11 | ||||
| Income available to common shareholders |
21,343 | 16,127 | ||||
| Basic shares outstanding |
36,486 | 36,964 | ||||
| Stock options |
896 | 985 | ||||
| Diluted shares outstanding |
37,382 | 37,949 | ||||
| Antidilutive stock options |
187 | 4 | ||||
(3) Comprehensive Income
Components of comprehensive income are as follows:
| Three Months Ended March 31 | |||||||
| (In thousands) |
2005 |
2004 | |||||
| Net income |
$ | 21,353 | $ | 16,138 | |||
| Cumulative translation adjustments |
(5,038 | ) | 159 | ||||
| Comprehensive income |
16,315 | 16,297 | |||||
Components of accumulated other comprehensive (loss) income are as follows:
| (In thousands) |
March 31 2005 |
December 31 2004 |
||||||
| Cumulative translation adjustments |
$ | (1,028 | ) | $ | 4,010 | |||
| Minimum pension liability adjustments |
(2,217 | ) | (2,217 | ) | ||||
| Accumulated other comprehensive (loss) income |
(3,245 | ) | 1,793 | |||||
(4) Segment Information
We are organized into three geographic operating segments: North America, Europe and International. Reportable segment information is presented in the following table:
| Three Months Ended March 31, 2005 | ||||||||||||||||
| (In thousands) |
North America |
Europe |
International |
Reconciling Items |
Consolidated Totals | |||||||||||
| Sales to external customers |
$ | 147,661 | $ | 48,341 | $ | 32,046 | $ | | $ | 228,048 | ||||||
| Intercompany sales |
7,154 | 18,490 | 1,397 | (27,041 | ) | | ||||||||||
| Net income |
15,942 | 4,196 | 1,791 | (576 | ) | 21,353 | ||||||||||
| Three Months Ended March 31, 2004 | ||||||||||||||||
| (In thousands) |
North America |
Europe |
International |
Reconciling Items |
Consolidated Totals | |||||||||||
| Sales to external customers |
$ | 129,630 | $ | 39,386 | $ | 25,474 | $ | | $ | 194,490 | ||||||
| Intercompany sales |
6,225 | 14,466 | 635 | (21,326 | ) | | ||||||||||
| Net income |
13,782 | 1,832 | 1,130 | (606 | ) | 16,138 | ||||||||||
Reconciling items consist primarily of intercompany eliminations and items reported at the corporate level.
(5) Pensions and Other Postretirement Benefits
Components of net periodic benefit (credit) cost for the three months ended March 31 consisted of the following: