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UNITED STATES

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

 


 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended April 2, 2005

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from              to

 

Commission File Number: 333-110531

 

NORCROSS SAFETY PRODUCTS L.L.C.

(Exact name of Registrant as Specified in its Charter)

 

Delaware

 

61-1283304

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

2211 York Road, Suite 215 Oak Brook, Illinois 60523

 

60523

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code:

(630) 572-5715

 

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý   No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).   Yes o   No ý

 

On May 11, 2005 Norcross Safety Products L.L.C. had 100 units outstanding, all of which were owned by a holding company.

 

 



 

NORCROSS SAFETY PRODUCTS L.L.C.
FORM 10-Q QUARTERLY REPORT

For the Quarterly Period Ended April 2, 2005

 

TABLE OF CONTENTS

 

PART I Financial Information

 

 

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (Unaudited)

1

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets

1

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Operations

2

 

 

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows

3

 

 

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

24

 

 

 

 

 

 

PART II Other Information

25

 

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

25

 

 

 

 

 

 

 

 

Item 6.

 

Exhibits and Reports on Form 8-K

27

 

 

 

 

 

 

Signatures

28

 

 

 

 

 

 

Form 10-Q Listing of Exhibits

29

 

i



 

PART I
FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

NORCROSS SAFETY PRODUCTS L.L.C.

CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands) (Unaudited)

 

 

 

December 31,
2004 (1)

 

April 2,
2005

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

35,731

 

$

16,922

 

Accounts receivable, less allowance of $2,063 and $2,165 in 2004 and 2005, respectively

 

61,167

 

69,707

 

Inventories

 

82,532

 

83,503

 

Deferred income taxes

 

60

 

60

 

Prepaid expenses and other current assets

 

3,183

 

2,980

 

Total current assets

 

182,673

 

173,172

 

Property, plant, and equipment, net

 

51,809

 

49,581

 

Deferred financing costs, net

 

9,394

 

8,934

 

Goodwill, net

 

132,662

 

132,986

 

Other intangible assets, net

 

6,256

 

6,080

 

Other noncurrent assets

 

5,689

 

5,491

 

Total assets

 

$

388,483

 

$

376,244

 

 

 

 

 

 

 

Liabilities and member’s equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

17,871

 

$

20,315

 

Accrued expenses

 

28,127

 

20,596

 

Current maturities of long-term obligations

 

15,252

 

2,690

 

Total current liabilities

 

61,250

 

43,601

 

Pension, post-retirement, and deferred compensation

 

22,923

 

22,937

 

Long-term obligations

 

238,314

 

237,889

 

Other noncurrent liabilities

 

1,653

 

1,646

 

Deferred income taxes

 

4,799

 

5,036

 

Minority interest

 

142

 

139

 

 

 

267,831

 

267,647

 

Member’s equity:

 

 

 

 

 

Contributed capital

 

116,060

 

116,060

 

Accumulated deficit

 

(42,447

)

(34,155

)

Due from NSP Holdings L.L.C.

 

(17,740

)

(17,918

)

Accumulated other comprehensive income

 

3,529

 

1,009

 

Total member’s equity

 

59,402

 

64,996

 

Total liabilities and member’s equity

 

$

388,483

 

$

376,244

 

 


(1)          December 31, 2004 balances were obtained from audited financial statements.

 

See notes to unaudited consolidated financial statements.

 

1



 

NORCROSS SAFETY PRODUCTS L.L.C.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands) (Unaudited)

 

 

 

Three months ended

 

 

 

April 3,
2004

 

April 2,
2005

 

Net sales

 

$

109,073

 

$

120,423

 

Cost of goods sold

 

68,707

 

75,602

 

Gross profit

 

40,366

 

44,821

 

Operating expenses:

 

 

 

 

 

Selling

 

10,404

 

11,857

 

Distribution

 

5,368

 

6,274

 

General and administrative

 

9,968

 

10,943

 

Amortization of intangibles

 

126

 

142

 

Total operating expenses

 

25,866

 

29,216

 

Income from operations

 

14,500

 

15,605

 

Other expense (income):

 

 

 

 

 

Interest expense

 

5,636

 

5,599

 

Interest income

 

(35

)

(250

)

Other, net

 

534

 

386

 

Income before income taxes and minority interest

 

8,365

 

9,870

 

Income tax expense

 

1,033

 

1,574

 

Minority interest

 

5

 

4

 

Net income

 

$

7,327

 

$

8,292

 

 

See notes to unaudited consolidated financial statements.

 

2



 

NORCROSS SAFETY PRODUCTS L.L.C.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Thousands) (Unaudited)

 

 

 

Three months ended

 

 

 

April 3,
2004

 

April 2,
2005

 

Operating activities

 

 

 

 

 

Net income

 

$

7,327

 

$

8,292

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation

 

2,853

 

2,705

 

Amortization of intangibles

 

126

 

142

 

Amortization of deferred financing costs

 

441

 

461

 

Amortization of original issue discount

 

22

 

25

 

Deferred income taxes

 

(46

)

237

 

Minority interest

 

5

 

4

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(9,029

)

(8,540

)

Inventories

 

(1,315

)

(969

)

Prepaid expenses and other current assets

 

(388

)

220

 

Other noncurrent assets

 

(30

)

73

 

Accounts payable

 

202

 

2,445

 

Accrued expenses

 

(7,229

)

(7,533

)

Pension, postretirement, and deferred compensation

 

787

 

14

 

Other noncurrent liabilities

 

(2

)

(6

)

Other

 

3

 

(6

)

Net cash used in operating activities

 

(6,273

)

(2,436

)

 

 

 

 

 

 

Investing activities

 

 

 

 

 

Purchase of businesses, net of cash acquired

 

(112

)

(431

)

Purchases of property, plant, and equipment

 

(1,507

)

(1,327

)

Due from NSP Holdings L.L.C.

 

(178

)

(178

)

Net cash used in investing activities

 

(1,797

)

(1,936

)

 

 

 

 

 

 

Financing activities

 

 

 

 

 

Payments of debt

 

(937

)

(13,013

)

Net cash used in financing activities

 

(937

)

(13,013

)

Effect of exchange rate changes on cash

 

(474

)

(1,424

)

Net decrease in cash and cash equivalents

 

(9,481

)

(18,809

)

Cash and cash equivalents at beginning of period

 

16,341

 

35,731

 

Cash and cash equivalents at end of period

 

$

6,860

 

$

16,922

 

 

See notes to unaudited consolidated financial statements

 

3



 

NORCROSS SAFETY PRODUCTS L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Thousands) (Unaudited)

 

1.              Basis of Presentation

 

The accompanying unaudited consolidated financial statements of Norcross Safety Products L.L.C. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements.

 

In the opinion of management, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the financial position and results of operations have been included. Interim results are not necessarily indicative of the results that might be expected for any other interim period or for the fiscal year ending December 31, 2005. The financial statements presented should be read in conjunction with the consolidated financial statements and footnotes thereto included in our 2004 consolidated financial statements.

 

Certain account balances have been reclassified from the prior year to conform with current year presentation.

 

2.              Inventories

 

Inventories consist of the following:

 

 

 

December 31,
2004

 

April 2,
2005

 

At FIFO cost:

 

 

 

 

 

Raw materials

 

$

21,726

 

$

24,393

 

Work in process

 

10,419

 

10,973

 

Finished goods

 

52,045

 

49,795

 

 

 

84,190

 

85,161

 

Adjustment to LIFO cost

 

(1,658

)

(1,658

)

 

 

$

82,532

 

$

83,503

 

 

4



 

3.              Debt

 

The Company’s debt consists of the following:

 

 

 

December 31,
2004

 

April 2,
2005

 

Revolving credit facilities

 

$

 

$

 

Term loan

 

97,725

 

85,200

 

Senior subordinated notes

 

152,500

 

152,500

 

European term loans

 

469

 

358

 

Arbin seller notes

 

454

 

430

 

Subordinated seller notes

 

3,121

 

2,801

 

Capital lease obligations

 

207

 

175

 

Unamortized discount on senior subordinated notes

 

(910

)

(885

)

 

 

253,566

 

240,579

 

Less: Current maturities of long-term obligations

 

15,252

 

2,690

 

 

 

$

238,314

 

$

237,889

 

 

Aggregate maturities of long-term debt as of April 2, 2005, are as follows:

 

2006

 

$

2,690

 

2007

 

3,293

 

2008

 

1,223

 

2009

 

81,197

 

2010

 

34

 

Thereafter

 

152,142

 

 

 

$

240,579

 

 

5



 

4.              Employee Benefit Plans

 

The following table sets forth the components of net periodic benefit cost:

 

 

 

Three months ended April 3, 2004

 

Three months ended April 2, 2005

 

 

 

Pension
Benefits

 

Post-retirement
Benefits

 

Pension
Benefits

 

Post-retirement
Benefits

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

373

 

$

7

 

$

417

 

$

6

 

Interest cost

 

872

 

20

 

905

 

20

 

Expected return on plan assets

 

(668

)

 

(777

)

 

Amortization of prior service cost

 

1

 

4

 

1

 

4

 

Amortization of actuarial loss

 

212

 

21

 

284

 

22

 

 

 

$

790

 

$

52

 

$

830

 

$

52

 

 

6



 

5.              Legal Proceedings

 

The Company is subject to various claims arising in the ordinary course of business. Most of these lawsuits and claims are product liability matters that arise out of the use of respiratory product lines manufactured by the Company’s North Safety Products subsidiary. As of April 2, 2005, the Company’s North Safety Products subsidiary, along with its predecessors and/or the former owners of such business were named as defendants in approximately 864 lawsuits involving respirators manufactured and sold by it or its predecessors . The Company is also monitoring an additional 11 lawsuits in which it feels that North Safety Products, its predecessors and/or the former owners of such businesses may be named as defendants. Collectively, these 875 lawsuits represent a total of approximately 26,300 plaintiffs. Approximately 91% of these lawsuits involve plaintiffs alleging injury resulting from exposure to silica dust, with the remainder alleging injury resulting from exposure to other particles, including asbestos. These lawsuits typically allege that the purported injuries resulted in part from respirators that were negligently designed or manufactured. Invensys plc (“Invensys”), formerly Siebe plc, is contractually obligated to indemnify the Company for any losses, including costs of defending claims, resulting from respiratory products manufactured or sold prior to the acquisition of North Safety Products in October 1998.

 

In addition, the Company’s North Safety Products subsidiary is contractually entitled to indemnification from Norton Company, an affiliate of Saint-Gobain, which owned the North Safety Products business prior to Invensys. Pursuant to a December 14, 1982 asset purchase agreement, Siebe Norton, Inc., a newly formed wholly-owned subsidiary of Norton Company, acquired the assets of Norton’s Safety Products Division and the stock of this company was in turn acquired by Siebe Gorman Holdings PLC. Under the terms of the Agreement, Siebe Norton, Inc. did not assume any liability for claims relating to products shipped by Norton Company prior to the closing date. Moreover, Norton Company covenanted in the Agreement to indemnify Siebe Norton and its successors and assigns against any liability resulting from or arising out of any state of facts, omissions or events existing or occurring on or before the closing date, including, without limitation, any claims arising from products shipped by Norton Company or any of its affiliates prior to the closing date. Siebe Norton, whose name was subsequently changed to Siebe North Inc., was subsequently acquired by the Company as part of the 1998 acquisition of the North Safety Products business from Invensys.

 

Despite these indemnification arrangements, the Company could potentially be liable for losses or claims relating to products manufactured prior to the October 1998 acquisition date if Invensys fails to meet its obligations to indemnify the Company and the Company could potentially be liable for losses and claims relating to products sold prior to January 10, 1983 if both Invensys and Norton fail to meet their obligations to indemnify the Company. The Company could also be liable if the alleged exposure involved the use of a product manufactured by the Company after its October 1998 acquisition of the North Safety Products business. Invensys is currently handling the defense of all of the cases prior to October 1998 in which North Safety Products, its predecessors and/or former owners of such business have been named as defendants. The Company is jointly with Invensys handling the defense of all of the cases which allege exposure, including periods pre and post October 1998.  The Company will individually handle the defense of all cases with exclusive post October 1998 exposure, however, it has not been involved in a case with exclusive post October 1998 exposure to date.  As of April 2, 2005, Invensys has sent us requests for reimbursement totaling $147, relating to settled cases in which Invensys claims that the period of alleged exposure included periods after October 1998. Based on information provided to the Company by Invensys, the Company believes that Invensys has made payments with respect to settlement of these claims of $4 for the three months ended April 2, 2005 . The Company believes that Invensys has the ability to pay these claims based on its current financial position, as publicly disclosed by Invensys.

 

Consistent with the current environment being experienced by companies involved in silica and asbestos-related litigation, there has been an increase in the number of asserted claims that could

 

7



 

potentially involve the Company. Based upon information provided to the Company by Invensys, the Company believes activity related to these lawsuits was as follows for the three months ended April 2, 2005:

 

Beginning lawsuits

 

858

 

New lawsuits

 

66

 

Settlements

 

(3

)

Dismissals and other

 

(46

)

Ending lawsuits

 

875

 

 

Plaintiffs have asserted specific dollar claims in approximately a quarter of the approximately 864 cases pending as of April 2, 2005 in which North Safety Products, its predecessors and/or the former owners of such businesses have been named as defendants. A majority of jurisdictions prohibit specifying damages in tort cases such as these, and most of the remaining jurisdictions do not require such specification. In those cases in which plaintiffs choose to assert specific dollar amounts in their complaints, brought in states that permit such pleading, the amounts claimed are typically not meaningful as an indicator of a company’s potential liability. This is because (1) the amounts claimed typically bear no relation to the level of the plaintiff’s injury, (2) the complaints typically assert claims against numerous defendants, and (3) many cases are brought on behalf of plaintiffs who have not suffered any medical injury, and, ultimately, are resolved without any payment or payment of a small fraction of the damages initially claimed. Of the 864 complaints maintained in the Company’s records, 648 do not specify the amount of damages sought, 41 generally allege damages in excess of $50, three allege compensatory damages in excess of $50 and an unspecified amount of punitive damages, 92 allege compensatory damages and punitive damages, each in excess of $25, three generally allege damages in excess of $100, 19 allege compensatory damages and punitive damages, each in excess of $50, 29 generally allege damages of $15,000, one generally alleges damages not to exceed $290,000, one alleges compensatory damages and punitive damages, each in excess of $10, one alleges compensatory and punitive damages, each in excess of $15, one alleges punitive damages in excess of $25, one alleges punitive damages in excess of $50, 18 generally allege damages in excess of $15, three generally allege damages in excess of $25, one generally alleges damages in excess of $4, and two allege compensatory and punitive damages, each in excess of $15,000. The Company currently does not have access to the complaints with respect to the previously mentioned additional 11 monitored cases, and therefore do not know whether these cases allege specific damages, or if so, the amount of such damages, but are in the process of seeking to obtain such information.  Due to the reasons noted above and to the indemnification arrangements benefiting the Company, it does not believe that the damage amounts specified in these complaints are a meaningful factor in any assessment of the Company’s potential liability.

 

The Company recorded a $1,250 liability and charge to operating expenses to establish a reserve for respiratory claims during the year ended December 31, 2004, which remains outstanding as of April 2, 2005.  The Company believes that this reserve represents a reasonable estimate of the Company’s probable and estimable liabilities for claims alleging injury resulting from exposure to silica dust and other particles, including asbestos, as determined by the Company in consultation with an independent consultant.  The Company believes that a five-year projection of claims and defense costs is the most reasonable approach.  However, it is possible that the Company may incur liabilities in excess of the amounts currently reserved.  This reserve will be re-evaluated periodically and additional charges or credits will be recorded to operating expenses as additional information becomes available.

 

8



 

The Company is not otherwise involved in any material lawsuits. The Company historically has not been required to pay any material liability claims. The Company maintains insurance against product liability claims (with the exception of asbestosis and silicosis cases, for which coverage is not commercially available), but it is possible that insurance coverage will not continue to be available on terms acceptable to the Company or that such coverage will not be adequate for liabilities actually incurred.  In connection with the North Safety Products acquisition, the Company recorded a $2,500 reserve for potential uninsured product liability claims of North Safety Products for periods prior to October 1998. The reserve was established at the date of acquisition and relates to potential claims primarily associated with fall protection products sold in Canada. Through December 31, 2003, the Company incurred charges of $200 against this reserve, which reduced the balance to $2,300.  During 2004, the Company reduced this reserve to $1,000 to reflect its current expectations of the liability based on information available and recorded a $1,300 credit to operating expenses. The $1,000 reserve remains outstanding as of April 2, 2005. This reserve is re-evaluated periodically, and additional charges or credits will be recorded to operating expenses as additional information becomes available.

 

It is possible that the Company may incur liabilities in an amount in excess of amounts currently reserved. However, taking into account currently available information, historical experience, and the Company’s indemnification from Invensys, but recognizing the inherent uncertainties in the projection of any future events, the Company believes that these suits or claims should not result in final judgments or settlements in excess of its reserve.

 

6.              Segment Data

 

The following table presents information about the Company by segment:

 

 

 

General
Industrial

 

Fire
Service

 

Utility/
High
Voltage

 

Corporate

 

Eliminations

 

Total

 

Three Months Ended April 3, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales—third parties

 

$

 76,464

 

$

 20,293

 

$

 12,316

 

$

 —

 

$

 —

 

$

 109,073

 

Net sales—intersegment

 

2,722

 

 

 

 

(2,722

)

 

Income (loss) from operations

 

8,946

 

3,941

 

2,717

 

(1,104

)

 

14,500

 

Three Months Ended April 2, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales—third parties

 

83,220

 

23,000

 

14,203

 

 

 

120,423

 

Net sales—intersegment

 

2,558

 

 

 

 

(2,558

)

 

Income (loss) from operations

 

8,812

 

4,381

 

3,685

 

(1,273

)

 

15,605

 

 

9



 

7.              Subsidiary Guarantors

 

All of the Company’s direct or indirect 100% owned active domestic subsidiaries, fully, unconditionally, jointly and severally guarantee its senior credit facility and the senior subordinated notes. Separate financial statements of the guarantor subsidiaries are not separately presented because, in the opinion of management, such financial statements are not material to investors. The non-guarantor subsidiaries include wholly owned subsidiaries of the Company organized under the laws of foreign jurisdictions and inactive subsidiaries, all of which are included in the consolidated financial statements. The following is summarized combining financial information for Norcross Safety Products L.L.C. on a stand-alone basis (NSP), Norcross Capital Corp. (NCC), the guarantor subsidiaries of the Company and the non-guarantor subsidiaries of the Company:

 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Total

 

April 2, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,549

 

$

 

$

(3,020

)

$

2,393

 

$

 

$

16,922

 

Accounts receivable, net

 

10,901

 

 

33,068

 

25,738

 

 

69,707

 

Inventories

 

9,083

 

 

35,112

 

39,308

 

 

83,503

 

Deferred income taxes

 

 

 

 

60

 

 

60

 

Prepaid expenses and other current assets

 

1,028

 

 

1,112

 

840

 

 

2,980

 

Total current assets

 

38,561

 

 

66,272

 

68,339

 

 

173,172

 

Property, plant, and equipment, net

 

4,579

 

 

25,404

 

19,598

 

 

49,581

 

Deferred financing costs, net

 

8,934

 

 

 

 

 

8,934

 

Goodwill, net

 

426

 

 

105,091

 

27,469

 

 

132,986

 

Other intangible assets, net

 

3,775

 

 

 

2,305

 

 

6,080

 

Investment in subsidiaries

 

173,702

 

 

41,908

 

 

(215,610

)

 

Other noncurrent assets

 

 

 

3,650

 

1,841

 

 

5,491

 

Total assets

 

$

229,977

 

$

 

$

242,325

 

$

119,552

 

$

(215,610

)

$

376,244

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,707

 

$

 

$

10,841

 

$

6,767

 

$

 

$

20,315

 

Accrued expenses

 

5,922

 

 

6,947

 

7,727

 

 

20,596

 

Current maturities of long-term obligations

 

1,198

 

 

276

 

1,216

 

 

2,690

 

Total current liabilities

 

9,827

 

 

18,064

 

15,710

 

 

43,601

 

Pension, post-retirement, and deferred compensation

 

141

 

 

22,104

 

692

 

 

22,937

 

Long-term obligations

 

237,617

 

 

35

 

237

 

 

237,889

 

Intercompany balances

 

(82,604

)

 

32,495

 

50,109

 

 

 

Other noncurrent liabilities

 

 

 

1,593

 

53

 

 

1,646

 

Deferred income taxes

 

 

 

 

5,036

 

 

5,036

 

Minority interest

 

 

 

 

139

 

 

139

 

 

 

155,154

 

 

56,227

 

56,266

 

 

267,647

 

Member’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

116,060

 

 

148,417

 

49,280

 

(197,697

)

116,060

 

Accumulated deficit

 

(34,155

)

 

19,617

 

(1,704

)

(17,913

)

(34,155

)

Due from NSP Holdings L.L.C.

 

(17,918

)

 

 

 

 

(17,918

)

Accumulated other comprehensive loss

 

1,009

 

 

 

 

 

1,009

 

Total member’s equity

 

64,996

 

 

168,034

 

47,576

 

(215,610

)

64,996

 

Total liabilities and member’s equity

 

$

229,977

 

$

 

$

242,325

 

$

119,552

 

$

(215,610

)

$

376,244

 

 

10



 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Total

 

December 31, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,859

 

$

 

$

(2,780

)

$

5,652

 

$

 

$

35,731

 

Accounts receivable, net

 

10,940

 

 

27,140

 

23,087

 

 

61,167

 

Inventories

 

9,572

 

 

33,175

 

39,785

 

 

82,532

 

Deferred income taxes

 

 

 

 

60

 

 

60

 

Prepaid expenses and other current assets

 

947

 

 

1,281

 

955

 

 

3,183

 

Total current assets

 

54,318

 

 

58,816

 

69,539

 

 

182,673

 

Property, plant and equipment, net

 

4,722

 

 

25,964

 

21,123

 

 

51,809

 

Deferred financing costs, net

 

9,394

 

 

 

 

 

9,394

 

Goodwill, net

 

426

 

 

104,833

 

27,403

 

 

132,662

 

Other intangible assets, net

 

3,730

 

 

 

2,526

 

 

6,256

 

Investment in subsidiaries

 

167,009

 

 

42,555

 

 

(209,564

)

 

Other noncurrent assets

 

 

 

3,689

 

2,000

 

 

5,689

 

Total assets

 

$

239,599

 

$

 

$

235,857

 

$

122,591

 

$

(209,564

)

$

388,483

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,614

 

$

 

$

7,296

 

$

6,961

 

$

 

$

17,871

 

Accrued expenses

 

10,937

 

 

9,349

 

7,841

 

 

28,127

 

Current maturities of long-term obligations

 

13,358

 

 

567

 

1,327

 

 

15,252

 

Total current liabilities

 

27,909

 

 

17,212

 

16,129

 

 

61,250

 

Pension, post-retirement and deferred compensation

 

147

 

 

22,042

 

734

 

 

22,923

 

Long-term obligations

 

237,957

 

 

68

 

289

 

 

238,314

 

Intercompany balances

 

(85,816

)

 

33,954

 

51,862

 

 

 

Other noncurrent liabilities

 

 

 

1,589

 

64

 

 

1,653

 

Deferred income taxes

 

 

 

 

4,799

 

 

4,799

 

Minority interest

 

 

 

 

142

 

 

142

 

 

 

152,288

 

 

57,653

 

57,890

 

 

267,831

 

Member’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

116,060

 

 

148,417

 

49,280

 

(197,697

)

116,060

 

Accumulated deficit

 

(42,447

)

 

12,575

 

(708

)

(11,867

)

(42,447

)

Due from NSP Holdings L.L.C.

 

(17,740

)

 

 

 

 

(17,740

)

Accumulated other comprehensive income

 

3,529

 

 

 

 

 

3,529

 

Total member’s equity

 

59,402

 

 

160,992

 

48,572

 

(209,564

)

59,402

 

Total liabilities and member’s equity

 

$

239,599

 

$

 

$

235,857

 

$

122,591

 

$

(209,564

)

$

388,483

 

 

11



 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Total

 

Three Months Ended April 2, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Third party

 

$

17,941

 

$

 

$

60,980

 

$

41,502

 

$

 

$

120,423

 

Intercompany

 

2,201

 

 

2,148

 

2,340

 

(6,689

)

 

Net sales

 

20,142

 

 

63,128

 

43,842

 

(6,689

)

120,423

 

Cost of goods sold

 

13,213

 

 

40,527

 

28,551

 

(6,689

)

75,602

 

Gross profit

 

6,929

 

 

22,601

 

15,291

 

 

44,821

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

963

 

 

5,657

 

5,237

 

 

11,857

 

Distribution

 

1,105

 

 

2,382

 

2,787

 

 

6,274

 

General and administrative

 

1,931

 

 

5,944

 

3,068

 

 

10,943

 

Amortization of intangibles

 

79

 

 

 

63

 

 

142

 

Total operating expenses

 

4,078

 

 

13,983

 

11,155

 

 

29,216

 

Income from operations

 

2,851

 

 

8,618

 

4,136

 

 

15,605

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

5,551

 

 

11

 

37

 

 

5,599

 

Interest income

 

(226

)

 

 

(24

)

 

(250

)

Intercompany charges

 

(10,761

)

 

(495

)

1,697

 

9,559

 

 

Other, net

 

(5

)

 

(3

)

394

 

 

386

 

Income (loss) before income taxes and minority interest

 

8,292

 

 

9,105

 

2,032

 

(9,559

)

9,870

 

Income tax expense

 

 

 

94

 

1,480

 

 

1,574

 

Minority interest

 

 

 

 

4

 

 

4

 

Net income (loss)

 

$

8,292

 

$

 

$

9,011

 

$

548

 

$

(9,559

)

$

8,292

 

 

12



 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Total

 

Three months ended April 3, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Third party

 

$

17,492

 

$

 

$

55,799

 

$

35,782

 

$

 

$

109,073

 

Intercompany

 

2,318

 

 

1,749

 

2,508

 

(6,575

)

 

Net sales

 

19,810

 

 

57,548

 

38,290

 

(6,575

)

109,073

 

Cost of goods sold

 

12,847

 

 

37,096

 

25,339

 

(6,575

)

68,707

 

Gross profit

 

6,963

 

 

20,452

 

12,951

 

 

40,366

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

931

 

 

5,333

 

4,140

 

 

10,404

 

Distribution

 

938

 

 

2,136

 

2,294

 

 

5,368

 

General and administrative

 

1,847

 

 

5,119

 

3,002

 

 

9,968

 

Amortization of intangibles

 

66

 

 

 

60

 

 

126

 

Total operating expenses

 

3,782

 

 

12,588

 

9,496

 

 

25,866

 

Income from operations

 

3,181

 

 

7,864

 

3,455

 

 

14,500

 

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

5,560

 

 

17

 

59

 

 

5,636

 

Interest income

 

(31

)

 

 

(4

)

 

(35

)

Intercompany charges

 

(9,639

)

 

460

 

858

 

8,321

 

 

Other, net

 

 

 

9

 

525

 

 

534

 

Income (loss) before income taxes and minority interest

 

7,291

 

 

7,378

 

2,017

 

(8,321

)

8,365

 

Income tax (benefit) expense

 

(36

)

 

(33

)

1,102

 

 

1,033

 

Minority interest

 

 

 

 

5

 

 

5

 

Net income (loss)

 

$

7,327

 

$

 

$

7,411

 

$

910

 

$

(8,321

)

$

7,327

 

 

13



 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Total

 

Three months ended April 2, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(5,525

)

$

 

$

3,605

 

$

(516

)

$

 

$

(2,436

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of businesses, net of cash acquired

 

(126

)

 

(275

)

(30

)

 

(431

)

Purchase of property, plant, and equipment

 

(169

)

 

(811

)

(347

)

 

(1,327

)

Due from NSP Holdings L.L.C.

 

(178

)

 

 

 

 

(178

)

Net cash used in investing activities

 

(473

)

 

(1,086

)

(377

)

 

(1,936

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments of debt

 

(12,525

)

 

(324

)

(164

)

 

(13,013

)

Intercompany

 

3,213

 

 

(1,460

)

(1,753

)

 

 

Net cash used in financing activities

 

(9.312

)

 

(1,784

)

(1,917

)

 

(13,013

)

Effect of exchange rate changes on cash

 

 

 

(975

)

(449

)

 

(1,424

)

Net decrease in cash and cash equivalents

 

(15,310

)

 

(240

)

(3,259

)

 

(18,809

)

Cash and cash equivalents at beginning of period

 

32,859

 

 

(2,780

)

5,652

 

 

35,731

 

Cash and cash equivalents at end of period

 

$

17,549

 

$

 

$

(3,020

)

$

2,393

 

$

 

$

16,922

 

 

14



 

 

 

NSP

 

NCC

 

Guarantor
Subsidiaries

 

Non-Guarantor
Subsidiaries

 

Eliminations

 

Total

 

Three months ended April 3, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(9,180

)

$

 

$

3,406

 

$

(499

)

$

 

$

(6,273

)

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of businesses, net of cash acquired

 

(97

)

 

 

(15

)

 

(112

)

Purchase of property, plant, and equipment

 

(212

)

 

(908

)

(387

)

 

(1,507

)

Due from NSP Holdings L.L.C.

 

(178

)

 

 

 

 

(178

)

Net cash used in investing activities

 

(487

)

 

(908

)

(402

)

 

(1,797

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments of debt

 

(325

)

 

(320

)

(292

)

 

(937

)

Intercompany

 

2,705

 

 

(1,889

)

(816

)

 

 

Net cash provided by (used in) financing activities

 

2,380

 

 

(2,209

)

(1,108

)

 

(937

)

Effect of exchange rate changes on cash

 

 

 

(916

)

442

 

 

(474

)

Net decrease in cash and cash equivalents

 

(7,287

)

 

(627

)

(1,567

)

 

(9,481

)

Cash and cash equivalents at beginning of period

 

15,863

 

 

(1,989

)

2,467

 

 

16,341

 

Cash and cash equivalents at end of period

 

$

8,576

 

$

 

(2,616

)

$

900

 

$

 

$

6,860

 

 

8. Comprehensive Income

 

Total comprehensive income for the three months ended April 3, 2004 and April 2, 2005 amounted to $5,928 and $5,772, respectively.

 

15



 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We are a leading designer, manufacturer and marketer of branded products in the fragmented personal protection equipment industry. We manufacture and market a full line of personal protection equipment for workers in the general industrial, fire service and utility/high voltage industries. We sell our products under trusted, long-standing and well-recognized brand names, including North, Morning Pride, Ranger, Servus, Pro-Warrington and Salisbury. Our broad product offering includes, among other things, respiratory protection, protective footwear, hand protection, bunker gear and linemen equipment.

 

We classify our diverse product offerings into three primary operating segments:

 

General Industrial. We offer a diverse portfolio of leading products for a wide variety of industries, including the manufacturing, agriculture, automotive, construction, food processing and pharmaceutical industries and the military, under the North, Ranger and Servus brand names. Our product offering is one of the broadest in the personal protection equipment industry and includes respiratory protection, protective footwear, hand protection, eye, head and face protection, first aid, hearing protection and fall protection. We sell our general industrial products primarily through industrial distributors.

 

Fire Service. We manufacture and market one of the broadest lines of personal protection equipment for the fire service segment, offering firefighters head-to-toe protection. Our products include bunker gear, fire boots, helmets, gloves and other accessories. We market our products under our Total Fire Group umbrella, using the brand names of Morning Pride, Ranger, Servus and Pro-Warrington. We are the vendor of choice for many of the largest fire departments in North America. We sell our fire service products primarily through specialized fire service distributors.

 

Utility/High Voltage. We manufacture and market one of the broadest lines of personal protection equipment for the utility/high voltage service segment under the Salisbury and Servus brands. Our products, including linemen equipment, gloves, sleeves and footwear, are designed to protect workers from up to 40,000 volts of electricity. All of our products either meet or exceed the applicable standards of ANSI and ASTM. We distribute our utility/high voltage products through specialized distributors and direct to utilities and electrical contractors.

 

16



 

Results of Operations

 

The following tables set forth our results of operations in dollars and as a percentage of net sales for the three months ended April 3, 2004 and April 2, 2005. The data for the three months ended April 3, 2004 and April 2, 2005 have been derived from our historical unaudited financial statements.

 

 

 

Three Months Ended

 

 

 

April 3,
2004

 

April 2,
2005

 

 

 

(dollars in thousands)

 

Net sales:

 

 

 

 

 

General industrial

 

$

76,464

 

$

83,220

 

Fire service

 

20,293

 

23,000

 

Utility/high voltage

 

12,316

 

14,203

 

Total net sales

 

109,073

 

120,423

 

Cost of goods sold

 

68,707

 

75,602

 

Gross profit

 

40,366

 

44,821

 

Operating expenses

 

25,866

 

29,216

 

Income from operations:

 

 

 

 

 

General industrial

 

8,946

 

8,812

 

Fire service

 

3,941

 

4,381

 

Utility/high voltage

 

2,717

 

3,685

 

Corporate

 

(1,104

)

(1,273

)

Total income from operations

 

14,500

 

15,605

 

Other expense (income):

 

 

 

 

 

Interest expense

 

5,636

 

5,599

 

Interest income

 

(35

)

(250

)

Other, net

 

534

 

386

 

Income before income taxes and minority interest

 

8,365

 

9,870

 

Income tax expense

 

1,033

 

1,574

 

Minority interest

 

5

 

4

 

Net income

 

$

7,327

 

$

8,292

 

 

17



 

 

 

Three Months Ended

 

 

 

April 3,
2004

 

April 2,
2005

 

 

 

(as a percentage of net sales)

 

Net sales:

 

 

 

 

 

General industrial

 

70.1

%

69.1

%

Fire service

 

18.6

%

19.1

%

Utility/high voltage

 

11.3

%

11.8

%

Total net sales

 

100.0

%

100.0

%

Cost of goods sold

 

63.0

%

62.8

%

Gross profit

 

37.0

%

37.2

%

Operating expenses

 

23.7

%

24.3

%

Income from operations:

 

 

 

 

 

General industrial

 

8.2

%

7.3

%

Fire service

 

3.6

%

3.6

%

Utility/high voltage

 

2.5

%

3.1

%

Corporate

 

(1.0

)%

(1.1

)%

Total income from operations

 

13.3

%

12.9

%

Other expense (income):

 

 

 

 

 

Interest expense

 

5.2

%

4.6

%

Interest income

 

(0.0

)%

(0.2

)%

Other, net

 

0.5

%

0.3

%

Income before income taxes and minority interest

 

7.6

%

8.2

%

Income tax expense

 

0.9

%

1.3

%

Minority interest

 

0.0

%

0.0

%

Net income

 

6.7

%

6.9

%

 

Three Months Ended April 2, 2005 as Compared to Three Months Ended April 3, 2004

 

Net sales. Net sales increased by $11.3 million, or 10.4%, from $109.1 million for the three months ended April 3, 2004 to $120.4 million for the three months ended April 2, 2005. In our general industrial segment, net sales increased by $6.7 million, or 8.8%, from $76.5 million for the three months ended April 3, 2004 to $83.2 million for the three months ended April 2, 2005. This increase was primarily due to: higher net sales in the United States of $1.0, overall organic growth in our Canadian and European operations of $2.8 million, and favorable exchange rates, which had an impact of $2.7 million. In our fire service segment, net sales increased by $2.7 million, or 13.3%, from $20.3 million for the three months ended April 3, 2004 to $23.0 million for the three months ended April 2, 2005 reflecting strong market demand. In our utility/high voltage segment, net sales increased by $1.9 million, or 15.3%, from $12.3 million for the three months ended April 3, 2004 to $14.2 million for the three months ended April 2, 2005 primarily driven by strong market demand and new product penetration.

 

Gross profit. Gross profit increased by $4.4 million, or 11.0%, from $40.4 million for the three months ended April 3, 2004 to $44.8 million for the three months ended April 2, 2005, primarily due to the $11.3 million, or 10.4%, increase in net sales. Our gross profit margin of 37.2% for the three months ended April 2, 2005 was favorable to the 37.0% gross profit margin for the three months ended April 3, 2004. In our general industrial segment, gross profit increased by $2.5 million, or 8.7%, from $29.0 million for the three months ended April 3, 2004 to $31.5 million for the three months ended April 2, 2005. This increase was primarily due to the overall net sales increase of $6.7 million, or 8.8%, and favorable exchange rates which had an impact of $1.0 million.

 

18



 

In our fire service segment, gross profit increased by $0.7 million, or 11.5%, from $6.7 million for the three months ended April 3, 2004 to $7.4 million for the three months ended April 2, 2005, primarily due to the $2.7 million, or 13.3% increase in net sales. In our utility/high voltage segment, gross profit increased by $1.2 million, or 24.4%, from $4.8 million for the three months ended April 3, 2004 to $6.0 million for the three months ended April 2, 2005, primarily due to the $1.9 million, or 15.3% increase in net sales and improved manufacturing performance.

 

Operating expenses. Operating expenses increased by $3.4 million, or 13.0%, from $25.8 million for the three months ended April 3, 2004 to $29.2 million for the three months ended April 2, 2005. In our general industrial segment, operating expenses increased by $2.7 million, or 13.3%, from $20.0 million for the three months ended April 3, 2004 to $22.7 million for the three months ended April 2, 2005, primarily due to higher exchange rates, which had an impact of $0.7 million; higher payroll and other administrative costs; and increased variable distribution and selling expenses associated with the $6.7 million, or 8.8% increase in net sales. In our fire service segment, operating expenses increased $0.3 million, or 12.0%, from $2.7 million for the three months ended April 3, 2004 to $3.0 million for the three months ended April 2, 2005, primarily due to additional variable selling expenses associated with the $2.7 million, or 13.3%, increase in net sales. In our utility/high voltage segment, operating expenses increased by $0.2 million, or 9.7%, from $2.1 million for the three months ended April 3, 2004 to $2.3 million for the three months ended April 2, 2005, primarily due to higher selling expenses. Our corporate expense increased $0.2 million, or 15.3%, primarily due to higher payroll and administrative expenses including costs associated with public reporting and Sarbanes-Oxley Act related compliance requirements.

 

Income from operations. Income from operations increased by $1.1 million, or 7.6%, from $14.5 million for the three months ended April 3, 2004 to $15.6 million for the three months ended April 2, 2005. As a percentage of net sales, income from operations decreased from 13.3% for the three months ended April 3, 2004 to 12.9% for the three months ended April 2, 2005. In our general industrial segment, income from operations decreased by $0.1 million, or 1.5%, from $8.9 million for the three months ended April 3, 2004 to $8.8 million for the three months ended April 2, 2005 as higher net sales of $6.7 million, or 8.8%, were offset by higher overall operating expenses. In our fire service segment, income from operations increased by $0.4 million, or 11.2%, from $4.0 million for the three months ended April 3, 2004 to $4.4 million for the three months ended April 2, 2005, primarily due to the $2.7 million, or 13.3%, increase in net sales. In our utility/high voltage segment, income from operations increased by $1.0 million, or 35.6%, from $2.7 million for the three months ended April 3, 2004 to $3.7 million for the three months ended April 2, 2005, primarily due to higher net sales of $1.9 million, or 15.3% and improved manufacturing performance. Our corporate expenses increased $0.2 million, or 15.3%, primarily due to higher payroll and administrative expenses including costs associated with public reporting and Sarbanes-Oxley Act related compliance requirements.

 

Included in income from operations for the three months ended April 2, 2005 and April 3, 2004 were depreciation and amortization expenses of $2.8 million and $3.0 million, respectively. Of these amounts, $2.3 million, $0.1 million, and $0.4 million were attributable to the general industrial, fire service, and utility/high voltage segments, respectively, for the three months ended April 2, 2005 and $2.4 million, $0.1 million, $0.3 million and $0.2 million were attributable to the general industrial, fire service, utility/high voltage, and corporate segments for the three months ended April 3, 2004.

 

Interest expense. Interest expense was consistent at $5.6 million for the three months ended April 3, 2004 and the three months ended April 2, 2005. Interest expense incurred by NSP and the subsidiary guarantors totaled $5.6 million for both the three months ended April 3, 2004 and the three months ended April 2, 2005.

 

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Other, net. Other, net decreased by $0.1 from $0.5 million for the three months ended April 3, 2004 to $0.4 million for the three months ended April 2, 2005.

 

Income tax expense. Income tax expense increased by $0.6 million, from $1.0 million for the three months ended April 3, 2004 to $1.6 million for the three months ended April 2, 2005, as a result of higher income tax expense levels at foreign operations.

 

Net income. Net income increased by $1.0 million, or 13.2%, from $7.3 million for the three months ended April 3, 2004 to $8.3 million for the three months ended April 2, 2005. This was the result of the reasons discussed above.

 

Liquidity and Capital Resources

 

We have historically used internal cash flow from operations, commercial borrowings on our lines of credit, seller notes, investments from our equityholders and capital markets transactions to fund our operations, acquisitions, capital expenditures and working capital requirements. For the three months ended April 2, 2005 and April 3, 2004, cash used in operating activities was $2.4 million and $6.3 million, respectively. The $3.9 million improvement was primarily attributable to the $1.1 increase in income from operations and favorable working capital activity.

 

Historically, our principal uses of cash have been capital expenditures, acquisitions and working capital. Our capital expenditures were $1.3 million for the three months ended April 2, 2005 and $1.5 million for the three months ended April 3, 2004. During the three months ended April 2, 2005 and April 3, 2004, we funded cash to NSP Holdings L.L.C. of $0.2 million.

 

As of April 2, 2005, we had working capital of $129.6 million and cash of $16.9 million. We maintain inventory levels sufficient to satisfy customer orders on demand, with generally a three month supply on hand. Bunker gear is an exception and is generally made to order. Our accounts receivable terms are generally 30 days, net.

 

For the three months ended April 2, 2005, net cash used in financing activities was $13.0 million, representing payments on long term debt obligations, including an excess cash flow sweep payment under the terms of the senior credit facility of $12.2 million. For the three months ended April 3, 2004, net cash used in financing activities was $0.9 million, representing payments on long term debt obligations.

 

On March 21, 2003, we entered into a senior credit facility which provides for aggregate borrowings by us of $160.0 million and C$10.0 million, consisting of (1) a $30.0 million United States revolving credit facility; (2) a C$10.0 million Canadian revolving credit facility; and (3) a $130.0 million term loan. As of April 2, 2005, there was approximately $85.2 million of outstanding indebtedness under the senior credit facility and approximately $36.9 million of available borrowings under the revolving facilities. We used the proceeds of our senior credit facility to refinance our then existing senior credit facility and for general corporate purposes, including working capital, refinancings, acquisitions, investments and capital expenditures.

 

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As of April 2, 2005, borrowings under the senior credit facility bore interest at a weighted average rate of 6.1%. Prior to March 20, 2008, we may borrow, repay and re-borrow under the revolving facilities without payment of penalty or premium. The term loan is payable in quarterly installments totaling $1.3 million per annum, with the remainder due on March 20, 2009. All of the domestic borrowers’ obligations under the senior credit facility are secured by a pledge of all our equity securities and the equity securities of our direct and indirect domestic subsidiaries, substantially all of our tangible and intangible assets and 65% of the equity securities of, or equity interest in, each of our foreign subsidiaries. All of the obligations under the senior credit facility are guaranteed by all of our present and future domestic subsidiaries, and all of the Canadian borrower’s obligations under the senior credit facility are guaranteed by all of our present and future Canadian subsidiaries.

 

Our senior credit facility contains, and the indenture governing the notes contains, numerous restrictive covenants, including, among other things, covenants that limit our ability to incur indebtedness, use our assets as security in other transactions, make fundamental changes to our capital structure, dispose of assets, pay dividends, make capital expenditures, enter into transactions with affiliates and enter into sale and leaseback transactions. In addition, our senior credit facility requires us to meet specified financial ratios and tests.

 

We believe that our internal cash flows and borrowings under the revolving portions of our senior credit facility will provide us with sufficient liquidity and capital resources to meet our current and future financial obligations for the foreseeable future, including funding our operations, debt service and capital expenditures. Our future operating performance will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. If our future cash flow from operations and other capital resources are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional debt or equity capital or restructure or refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we would be able to accomplish any of these alternatives on a timely basis or on satisfactory terms, if at all. In addition, the terms of our existing and future indebtedness, including our senior subordinated notes and our senior credit facility, may limit our ability to pursue any of these alternatives.

 

Forward-Looking Statements

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking information. These statements reflect management’s expectations, estimates, and assumptions based on information available at the time of the statement. Forward-looking statements include, but are not limited to, statements regarding future events, plans, goals, objectives, and expectations. The words ‘‘anticipate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘intent,’’ ‘‘likely,’’ ‘‘will,’’ ‘‘should,’’ and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other

 

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factors, including those set forth below, which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements. Important factors that could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by those statements include, but are not limited to: (i) our high degree of leverage and significant debt service obligations; (ii) the impact of current and future laws and governmental regulations affecting us or our product offerings; (iii) the impact of governmental spending; (iv) our ability to retain existing customers, maintain key supplier status with those customers with which we have achieved such status, and obtain new customers; (v) the highly competitive nature of the personal protection equipment industry; (vi) any future changes in management; (vii) acceptance by consumers of new products we develop or acquire; (viii) the importance and costs of product innovation; (ix) unforeseen problems associated with international sales, including gains and losses from foreign currency exchange and restrictions on the efficient repatriation of earnings; (x) the unpredictability of patent protection and other intellectual property issues; (xi) cancellation of current orders; (xii) the outcome of pending product liability claims and the availability of indemnification for those claims; (xiii) general risks associated with the personal protection equipment industry; and (xiv) the successful integration of acquired companies on economically acceptable terms. We undertake no obligation to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, or changes to future results over time.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

There have been no material changes to our exposure to market risk since December 31, 2004.

 

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Item 4. Controls and Procedures

 

Based on their evaluation as of the end of the period covered by this quarterly report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are effective.  There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II
OTHER INFORMATION

 

Item 1. Legal Proceedings

 

As of April 2, 2005, our North Safety Products subsidiary, along with its predecessors and/or the former owners of such business were named as defendants in approximately 864 lawsuits involving respirators manufactured and sold by it or its predecessors. We are also monitoring an additional 11 lawsuits in which we feel that North Safety Products, its predecessors and/or the former owners of such businesses may be named as defendants. Collectively, these 875 lawsuits represent approximately 26,300 (excluding spousal claims) plaintiffs. Approximately 91% of these lawsuits involve plaintiffs alleging injury resulting from exposure to silica dust, with the remainder alleging injury from exposure to other particles, including asbestos. These lawsuits typically allege that the purported injuries resulted in part from respirators that were negligently designed and/or manufactured. The defendants in these lawsuits are often numerous, and include, in addition to respirator manufacturers, employers of the plaintiffs and manufacturers of sand (used in sand blasting) and asbestos.  We acquired our North Safety Products subsidiary on October 2, 1998 from Siebe plc.  In connection with the acquisition, Siebe, which was subsequently merged with BTR plc (now known as “Invensys plc”), contractually agreed to indemnify us for any losses, including costs of defending claims, resulting from respiratory products manufactured or sold prior to our acquisition of North Safety Products in October 1998.

 

In addition, our North Safety Products subsidiary is contractually entitled to indemnification from Norton Company, an affiliate of Saint-Gobain, which owned the North Safety Products business prior to Invensys. Pursuant to a December 14, 1982 asset purchase agreement, Siebe Norton, Inc., a newly formed wholly-owned subsidiary of Norton Company, acquired the assets of Norton’s Safety Products Division and the stock of this company was in turn acquired by Siebe Gorman Holdings PLC. Under the terms of the Agreement, Siebe Norton, Inc. did not assume any liability for claims relating to products shipped by Norton Company prior to the closing date. Moreover, Norton Company covenanted in the Agreement to indemnify Siebe Norton and its successors and assigns against any liability resulting from or arising out of any state of facts, omissions or events existing or occurring on or before the closing date, including, without limitation, any claims arising from products shipped by Norton Company or any of its affiliates prior to the closing date. Siebe Norton, whose name was subsequently changed to Siebe North Inc., was subsequently acquired by us as part of the 1998 acquisition of the North Safety Products business from Invensys.

 

Despite these indemnification arrangements, we could potentially be liable for losses or claims relating to products manufactured prior to the October 1998 acquisition date if Invensys fails to meet its obligations to indemnify us and we could potentially be liable for losses and claims relating to products sold prior to January 10, 1983 if both Invensys and Norton fail to meet their obligations to indemnify us. We could also be liable if the alleged exposure involved the use of a product manufactured by us after our October 1998 acquisition of the North Safety Products business. Invensys is currently handling the defense of all of the cases prior to October 1998 in which North Safety Products, its predecessors and/or the former owners of such businesses have been named as defendants. We are jointly with Invensys handling the defense of all of the cases which allege exposure including periods pre and post October 1998. We will individually handle the defense of all cases with exclusive post October 1998 exposure, however, we have not been involved in a case with exclusive post October 1998 exposure to date. As of April 2, 2005, Invensys has sent us requests for reimbursement totaling $146,696, relating to settled cases in which Invensys claims that the period of alleged exposure included periods after October 1998. To date, we have not reimbursed Invensys for these claims, as we are currently pursuing negotiations regarding the allocation of costs and the determination of the alleged exposure periods. Based on information provided to us by Invensys, we believe that Invensys has made payments with respect to settlement of these claims of $3,550 for the three months ended April 2, 2005.

 

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Consistent with the current environment being experienced by companies involved in silica and asbestos-related litigation, there has been an increase in the number of asserted claims that could potentially involve us. Based upon information provided to us by Invensys, we believe activity related to these lawsuits was as follows for the three months ended April 2, 2005:

 

Beginning lawsuits

 

858

 

New lawsuits

 

66

 

Settlements

 

(3

)

Dismissals and other

 

(46

)

Ending lawsuits

 

875

 

 

Plaintiffs have asserted specific dollar claims in less than a quarter of the approximately 864 cases pending as of April 2, 2005, in which North Safety Products, its predecessors and/or the former owners of such businesses have been named as defendants. A majority of jurisdictions prohibit specifying damages in tort cases such as these, and most of the remaining jurisdictions do not require such specification. In those cases in which plaintiffs choose to assert specific dollar amounts in their complaints, brought in states that permit such pleading, the amounts claimed are typically not meaningful as an indicator of a company’s potential liability. This is because (1) the amounts claimed typically bear no relation to the level of the plaintiff’s injury, (2) the complaints typically assert claims against numerous defendants, and (3) many cases are brought on behalf of plaintiffs who have not suffered any medical injury, and, ultimately, are resolved without any payment or payment of a small fraction of the damages initially claimed. Of the 864 complaints maintained in our records, 648 do not specify the amount of damages sought, 41 generally allege damages in excess of $50,000, three allege compensatory damages in excess of $50,000 and an unspecified amount of punitive damages, 92 allege compensatory damages and punitive damages, each in excess of $25,000, three generally allege damages in excess of $100,000, 19 allege compensatory damages and punitive damages, each in excess of $50,000, 29 generally allege damages of $15.0 million, one generally alleges damages not to exceed $290.0 million, one alleges compensatory damages and punitive damages, each in excess of $10,000, one alleges compensatory and punitive damages, each in excess of $15,000, one alleges punitive damages in excess of $25,000, one alleges punitive damages in excess of $50,000, 18 generally allege damages in excess of $15,000, three generally allege damages in excess of $25,000, one generally alleges damages in excess of $4,000 and two allege compensatory and punitive damages each in excess of $15.0 million. We currently do not have access to the complaints with respect to the previously mentioned additional 11 monitored cases, and therefore do not know whether these cases allege specific damages, and if so, the amount of such damages, but are in the process of seeking to obtain such information. Due to the reasons noted above and to the indemnification arrangements benefiting us, we do not believe that the damage amounts specified in these complaints are a meaningful factor in any assessment of our potential liability.

 

Bankruptcy filings of companies with asbestos and silica-related litigation could increase our cost over time. If we were found liable in these cases and either Invensys or Norton failed to meet its indemnification obligations to us or the suit involved products manufactured by us after our October 1998 acquisition of North Safety Products, it would have a material adverse effect on our business.

 

During the year ended December 31, 2004, we recorded a $1.25 million liability and charge to operating expenses to establish a reserve for respiratory claims, which remains outstanding as of April 2, 2005. We believe that this reserve represents a reasonable estimate of our probable and estimable liabilities for product claims alleging injury resulting from exposure to silica dust and other particles, including asbestos, as determined by us in consultation with an independent consultant. We believe that a five-year projection of claims and defense costs is the most reasonable approach.  However, it is possible that we may incur liabilities in excess of the amounts currently reserved. This reserve will be re-evaluated periodically and additional charges or credits will be recorded to operating expenses as additional information becomes available.

 

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We are not otherwise involved in any material lawsuits.  We historically have not been required to pay any material liability claims.  We maintain insurance against product liability claims (with the exception of asbestosis and silicosis cases, for which coverage is not commercially available), but it is possible that insurance coverage will not continue to be available on terms acceptable to us or that such coverage will not be adequate for liabilities actually incurred. In connection with the North Safety Products acquisition, we recorded a $2.5 million reserve for potential uninsured product liability claims of North Safety Products for periods prior to October 1998. This reserve was established at the date of acquisition and relates to potential claims primarily associated with fall protection products sold in Canada. Through December 2003, we incurred charges of approximately $0.2 million against this reserve, which reduced the reserve balance to $2.3 million. During 2004, we reduced this reserve to $1.0 million to reflect our current expectations of the liability based on information available and recorded a $1.3 million credit to operating expenses. The $1.0 million reserve remains outstanding as of April 2, 2005. This reserve is re-evaluated periodically, and additional charges or credits will be recorded to operating expenses as additional information becomes available.

 

It is possible that we may incur liabilities in an amount in excess of amounts currently reserved. However, taking into account currently available information, historical experience, and our indemnification from Invensys, but recognizing the inherent uncertainties in the projection of any future events, we believe that these suits or claims should not result in final judgments or settlements in excess of our reserve.

 

Item 6. Exhibits

 

Exhibits

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Norcross Safety Products L.L.C. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NORCROSS SAFETY PRODUCTS L.L.C.

 

 

 

 

 

 

May 11, 2005

By:

/s/ ROBERT A. PETERSON

 

 

 

Robert A. Peterson

 

 

President, Chief Executive Officer and Manager

 

 

(Principal Executive Officer)

 

 

 

 

 

 

May 11, 2005

By:

/s/ DAVID F. MYERS, JR.

 

 

 

David F. Myers, Jr.

 

 

Executive Vice President, Chief Financial Officer,

 

 

Secretary and Manager

 

 

(Principal Financial and Accounting Officer)

 

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NORCROSS SAFETY PRODUCTS L.L.C.

FORM 10-Q LISTING OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

31.1

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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