Exhibit 99.1
DATE: August 12, 2005
From:
Safety Products Holdings, Inc. and Norcross Safety Products L.L.C.
2211 York Road
Oak Brook, IL 60523
Contact:
David F. Myers, Jr.
(630) 572-5715
FOR IMMEDIATE RELEASE
SAFETY PRODUCTS HOLDINGS, INC. AND NORCROSS SAFETY PRODUCTS L.L.C.
ANNOUNCE SECOND QUARTER 2005 RESULTS
OAK BROOK, IL August 12, 2005 — Safety Products Holdings, Inc. (“Holdings”), as successor to NSP Holdings L.L.C. (“NSP Holdings”), and Norcross Safety Products L.L.C. (“NSP” and collectively with NSP Holdings, the “Company”), today announced results for the second quarter ended July 2, 2005. The following discussion presents results for both NSP and the Company where the results between the two differ. On July 19, 2005, Holdings and NSP completed the transaction under which Holdings acquired all of the outstanding membership units of NSP and assumed and succeeded to all of the obligations of NSP Holdings under NSP Holdings’ and NSP Holdings Capital Corp.’s outstanding $100.0 million 11¾% senior pay in kind notes due 2012 and the indenture governing such notes (the “Acquisition”).
For the second quarter 2005, net sales of the Company were $118.8 million compared to $107.0 million in the second quarter 2004. Income from operations was $16.0 million and $12.2 million for NSP and $15.8 million and $12.0 million for the Company for the three months ended July 2, 2005 and July 3, 2004, respectively. Earning before interest, taxes, depreciation, and amortization (EBITDA) increased to $18.3 million from $15.1 million in the second quarter of 2004 for NSP, and increased to $18.1 million from $14.9 million in the second quarter of 2004 for the Company.
The Company’s net sales increase of $11.8 million, or 11.1%, was attributable to increased net sales in each of our three operating segments. In our general industrial segment, the net sales increase of $6.4 million, or 8.5%, reflects a combination of the following: overall organic growth in Canada, Europe, and South Africa, favorable exchange rates, and lower overall net sales in the United States, as strong overall market demand was offset by a decrease in government contract shipments. In our fire service segment, net sales increased $2.7 million, or 14.2%, reflecting strong market demand. In our utility/high voltage segment, net sales increased $2.7 million, or 21.8%, primarily driven by strong market demand and new product penetration.
The Company’s gross profit increased by $7.0 million, or 18.3%, primarily due to the increase in net sales and improved margin performance. Gross profit margin of 38.2% in the second quarter of 2005 was favorable to the 35.9% gross profit margin in the prior-year quarter.
In the second quarter 2005, income from operations increased $3.8 million, or 30.9% for NSP and $3.8 million, or 32.0% for the Company. In our general industrial segment, income from operations increased by $1.2 million, or 14.3%, primarily due to higher net sales. In our fire service segment, income from operations increased by $0.5 million, or 13.9%, primarily due to the increase in net sales. In our utility/high voltage segment, income from operations increased by $1.7 million, or 70.7%, primarily due to higher net sales and improved manufacturing performance. Excluding the $0.6 million of expenses associated with exploring strategic alternatives during the second quarter of 2004, corporate expenses increased $0.2 million for NSP and $0.1 million for the Company, with both increases driven by higher payroll and administrative expenses including costs associated with public reporting and Sarbanes-Oxley Act related compliance requirements.
For the first six months of 2005, net sales of the Company were $239.3 million compared to $216.1 million in the first six months of 2004. Income from operations was $31.6 million and $26.7 million for NSP and $31.3 and $26.3 for the Company for the six months ended July 2, 2005 and July 3, 2004, respectively. EBITDA increased to $36.3 million from $32.0 million for the first six months of 2004 for NSP, and increased to $36.1 million from $31.7 million for the first six months of 2004 for the Company.
The Company’s net sales increase of $23.2 million, or 10.7%, was attributable to increased net sales in each of our three operating segments. In our general industrial segment, the net sales increase of $13.2 million, or 8.7%, reflects a combination of the following: overall organic growth in Canada, Europe, and South Africa, favorable exchange rates, and lower overall net sales in the United States, as strong overall market demand was offset by a decrease in government contract shipments. In our fire service segment, net sales increased $5.4 million, or 13.7%, reflecting strong market demand. In our utility/high voltage segment, net sales increased $4.6 million, or 18.6%, primarily driven by strong market demand and new product penetration.
The Company’s gross profit increased by $11.5 million, or 14.6%, primarily due to the increase in net sales and improved margin performance. Gross profit margin of 37.7% in the first six months of 2005 was favorable to the 36.4% in the prior year period.
In first six months of 2005, income from operations increased $4.9 million, or 18.3% for NSP and $5.0 million, or 18.9% for the Company. In our general industrial segment, income from operations increased by $1.0 million, or 6.0%, primarily due to higher net sales. In our fire service segment, income from operations increased by $0.9 million, or 12.4%, primarily due to the increase in net sales. In our utility/high voltage segment, income from operations increased by $2.7 million, or 52.2%, primarily due to higher net sales and improved manufacturing performance. Excluding the $0.6 million of expenses associated with exploring strategic alternatives during the first six months of 2004, corporate expenses increased $0.4 million for NSP and $0.3 million for the Company, with both increases driven by higher payroll and administrative expenses including costs associated with public reporting and Sarbanes-Oxley Act related compliance requirements.
As of July 2, 2005, NSP and the Company had working capital of $134.9 million and $168.8 million and cash of $29.3 million and $63.5 million, respectively. The Company’s capital expenditures were $3.5 million in the first six months of 2005 and $2.6 million in the first six months of 2004.
The following table reconciles net income to EBITDA for NSP:
| | Three Months Ended | | Six Months Ended | |
| | July 3, 2004 | | July 2, 2005 | | July 3, 2004 | | July 2, 2005 | |
| | | | | | | | | |
Net income | | $ | 5,244 | | $ | 7,901 | | $ | 12,571 | | $ | 16,193 | |
Add: | | | | | | | | | |
Interest expense, net | | 5,631 | | 5,517 | | 11,232 | | 10,866 | |
Income tax expense | | 1,243 | | 2,093 | | 2,276 | | 3,667 | |
Depreciation and amortization | | 2,953 | | 2,747 | | 5,932 | | 5,594 | |
EBITDA (1) | | 15,071 | | 18,258 | | 32,011 | | 36,320 | |
Add: | | | | | | | | | |
Strategic alternatives | | 613 | | — | | 613 | | — | |
Loss on the sale of property, plant and equipment | | 384 | | — | | 384 | | — | |
Adjusted EBITDA (1) | | $ | 16,068 | | $ | 18,258 | | $ | 33,008 | | $ | 36,320 | |
| | | | | | | | | | | | | | | |
The following table reconciles net income to EBITDA for the Company:
| | Three Months Ended | | Six Months Ended | |
| | July 3, 2004 | | July 2, 2005 | | July 3, 2004 | | July 2, 2005 | |
| | | | | | | | | |
Net income | | $ | 1,670 | | $ | 2,712 | | $ | 5,536 | | $ | 5,906 | |
Add: | | | | | | | | | |
Interest expense, net | | 8,935 | | 10,535 | | 17,841 | | 20,828 | |
Income tax expense | | 1,323 | | 2,153 | | 2,359 | | 3,757 | |
Depreciation and amortization | | 2,953 | | 2,747 | | 5,932 | | 5,594 | |
EBITDA (1) | | 14,881 | | 18,147 | | 31,668 | | 36,085 | |
Add: | | | | | | | | | |
Strategic alternatives | | 613 | | — | | 613 | | — | |
Loss on the sale of property, plant and equipment | | 384 | | — | | 384 | | — | |
Adjusted EBITDA (1) | | $ | 15,878 | | $ | 18,147 | | $ | 32,665 | | $ | 36,085 | |
(1) EBITDA and Adjusted EBITDA do not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by accounting principles generally accepted in the United States (GAAP), and NSP’s and the Company’s calculations thereof may not be comparable to that reported by other companies. EBITDA and Adjusted EBITDA are calculated above as it is a basis upon which NSP and the Company assesses their liquidity position and because we believe that they present useful information to investors regarding a company’s ability to service and/or incur indebtedness. This belief is based on NSP’s and the Company’s negotiations with its lenders who have indicated that the amount of indebtedness it will be permitted to incur will be based, in part, on measures similar to their EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA do not take into account NSP’s and the Company’s working capital requirements, debt service requirements and other commitments and, accordingly, are not necessarily indicative of amounts that may be available for discretionary use.
We are a leading designer, manufacturer and marketer of branded products in the 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 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 have scheduled a conference call to discuss our financial results on Monday, August 15 at 11:30 a.m. EDT. The call in number is (800) 837-5458. A recording of the conference call will be available for 72 hours after the completion of the call. The recording can be accessed by dialing (800) 633-8284 and entering reservation number 21257904.
This press release 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 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.
Norcross Safety Products L.L.C.
Consolidated Statements of Operations
(Amounts in Thousands) (Unaudited)
| | Three months ended | | Six months ended | |
| | July 3, 2004 | | July 2, 2005 | | July 3, 2004 | | July 2, 2005 | |
| | | | | | | | | |
Net sales | | $ | 107,005 | | $ | 118,845 | | $ | 216,078 | | $ | 239,268 | |
Cost of goods sold | | 68,625 | | 73,457 | | 137,332 | | 149,059 | |
Gross profit | | 38,380 | | 45,388 | | 78,746 | | 90,209 | |
Operating expenses: | | | | | | | | | |
Selling | | 10,422 | | 11,697 | | 20,826 | | 23,554 | |
Distribution | | 5,527 | | 6,346 | | 10,895 | | 12,620 | |
General and administrative | | 9,506 | | 11,250 | | 19,474 | | 22,193 | |
Amortization of intangibles | | 124 | | 141 | | 250 | | 283 | |
Strategic alternatives | | 613 | | — | | 613 | | — | |
Total operating expenses | | 26,192 | | 29,434 | | 52,058 | | 58,650 | |
Income from operations | | 12,188 | | 15,954 | | 26,688 | | 31,559 | |
Other expense (income): | | | | | | | | | |
Interest expense | | 5,660 | | 5,682 | | 11,296 | | 11,281 | |
Interest income | | (29 | ) | (165 | ) | (64 | ) | (415 | ) |
Other, net | | 59 | | 436 | | 593 | | 822 | |
Income before income taxes and minority interest | | 6,498 | | 10,001 | | 14,863 | | 19,871 | |
Income tax expense | | 1,243 | | 2,093 | | 2,276 | | 3,667 | |
Minority interest | | 11 | | 7 | | 16 | | 11 | |
Net income | | $ | 5,244 | | $ | 7,901 | | $ | 12,571 | | $ | 16,193 | |
Norcross Safety Products L.L.C.
Consolidated Balance Sheets
(Amounts in Thousands) (Unaudited)
| | December 31, 2004 | | July 2, 2005 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 35,731 | | $ | 29,344 | |
Accounts receivable, less allowance of $2,063 and $2,212 in 2004 and 2005, respectively | | 61,167 | | 67,754 | |
Inventories | | 82,532 | | 84,263 | |
Deferred income taxes | | 60 | | 61 | |
Prepaid expenses and other current assets | | 3,183 | | 2,978 | |
Total current assets | | 182,673 | | 184,400 | |
Property, plant, and equipment, net | | 51,809 | | 48,078 | |
Deferred financing costs, net | | 9,394 | | 8,472 | |
Goodwill, net | | 132,662 | | 131,842 | |
Other intangible assets, net | | 6,256 | | 5,895 | |
Other noncurrent assets | | 5,689 | | 5,657 | |
Total assets | | $ | 388,483 | | $ | 384,344 | |
| | | | | |
Liabilities and member’s equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 17,871 | | $ | 19,036 | |
Accrued expenses | | 28,127 | | 27,989 | |
Current maturities of long-term obligations | | 15,252 | | 2,443 | |
Total current liabilities | | 61,250 | | 49,468 | |
Pension, post-retirement and deferred compensation | | 22,923 | | 22,822 | |
Long-term obligations | | 238,314 | | 237,536 | |
Other noncurrent liabilities | | 1,653 | | 1,625 | |
Deferred income taxes | | 4,799 | | 4,647 | |
Minority interest | | 142 | | 146 | |
| | 267,831 | | 266,776 | |
| | | | | |
Member’s equity: | | | | | |
Contributed capital | | 116,060 | | 116,060 | |
Accumulated deficit | | (42,447 | ) | (26,263 | ) |
Due from NSP Holdings L.L.C. | | (17,740 | ) | (18,162 | ) |
Accumulated other comprehensive income (loss) | | 3,529 | | (3,535 | ) |
Total member’s equity | | 59,402 | | 68,100 | |
Total liabilities and member’s equity | | $ | 388,483 | | $ | 384,344 | |
Norcross Safety Products L.L.C.
Consolidated Statements of Cash Flows
(Amounts in Thousands) (Unaudited)
| | Six Months Ended | |
| | July 3, 2004 | | July 2, 2005 | |
Operating activities | | | | | |
Net income | | $ | 12,571 | | $ | 16,193 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation | | 5,682 | | 5,311 | |
Amortization of intangibles | | 250 | | 283 | |
Amortization of deferred financing costs | | 883 | | 922 | |
Amortization of original issue discount | | 45 | | 50 | |
Loss on sale of property, plant, and equipment | | 384 | | — | |
Deferred income taxes | | (40 | ) | (153 | ) |
Minority interest | | 16 | | 11 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | | (10,866 | ) | (6,587 | ) |
Inventories | | (3,808 | ) | (1,731 | ) |
Prepaid expenses and other current assets | | (29 | ) | 222 | |
Other noncurrent assets | | 103 | | (219 | ) |
Accounts payable | | 1,968 | | 1,165 | |
Accrued expenses | | (1,299 | ) | (138 | ) |
Pension, postretirement and deferred compensation | | 1,288 | | (101 | ) |
Other noncurrent liabilities | | (26 | ) | (28 | ) |
Other | | 13 | | 12 | |
Net cash provided by operating activities | | 7,135 | | 15,212 | |
| | | | | |
Investing activities | | | | | |
Purchase of businesses, net of cash acquired | | (235 | ) | (605 | ) |
Purchases of property, plant, and equipment | | (2,614 | ) | (3,478 | ) |
Proceeds from sale of property, plant, and equipment | | 480 | | — | |
Due from NSP Holdings L.L.C. | | (459 | ) | — | |
Net cash used in investing activities | | (2,828 | ) | (4,083 | ) |
| | | | | |
Financing activities | | | | | |
Payments of debt | | (1,307 | ) | (13,637 | ) |
Due from NSP Holdings L.L.C. | | — | | (422 | ) |
Dividends to NSP Holdings L.L.C. | | (1,192 | ) | (9 | ) |
Net cash used in financing activities | | (2,499 | ) | (14,068 | ) |
Effect of exchange rate changes on cash | | (436 | ) | (3,448 | ) |
Net increase (decrease) in cash and cash equivalents | | 1,372 | | (6,387 | ) |
Cash and cash equivalents at beginning of period | | 16,341 | | 35,731 | |
Cash and cash equivalents at end of period | | $ | 17,713 | | $ | 29,344 | |
NSP Holdings L.L.C.
Consolidated Statements of Operations
(Amounts in Thousands) (Unaudited)
| | Three months ended | | Six months ended | |
| | July 3, | | July 2, | | July 3, | | July 2, | |
| | 2004 | | 2005 | | 2004 | | 2005 | |
| | | | | | | | | |
Net sales | | $ | 107,005 | | $ | 118,845 | | $ | 216,078 | | $ | 239,268 | |
Cost of goods sold | | 68,625 | | 73,457 | | 137,332 | | 149,059 | |
Gross profit | | 38,380 | | 45,388 | | 78,746 | | 90,209 | |
Operating expenses: | | | | | | | | | |
Selling | | 10,422 | | 11,697 | | 20,826 | | 23,554 | |
Distribution | | 5,527 | | 6,346 | | 10,895 | | 12,620 | |
General and administrative | | 9,696 | | 11,361 | | 19,817 | | 22,428 | |
Amortization of intangibles | | 124 | | 141 | | 250 | | 283 | |
Strategic alternatives | | 613 | | — | | 613 | | — | |
Total operating expenses | | 26,382 | | 29,545 | | 52,401 | | 58,885 | |
Income from operations | | 11,998 | | 15,843 | | 26,345 | | 31,324 | |
Other expense (income): | | | | | | | | | |
Interest expense | | 8,964 | | 10,936 | | 17,905 | | 21,657 | |
Interest income | | (29 | ) | (401 | ) | (64 | ) | (829 | ) |
Other, net | | 59 | | 436 | | 593 | | 822 | |
Income before income taxes and minority interest | | 3,004 | | 4,872 | | 7,911 | | 9,674 | |
Income tax expense | | 1,323 | | 2,153 | | 2,359 | | 3,757 | |
Minority interest | | 11 | | 7 | | 16 | | 11 | |
Net income | | $ | 1,670 | | $ | 2,712 | | $ | 5,536 | | $ | 5,906 | |
NSP Holdings L.L.C.
Consolidated Balance Sheets
(Amounts in Thousands) (Unaudited)
| | December 31, 2004 | | July 2, 2005 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 35,731 | | $ | 63,528 | |
Accounts receivable, less allowance of $2,063 and $2,212 in 2004 and 2005, respectively | | 61,167 | | 67,754 | |
Inventories | | 82,532 | | 84,263 | |
Deferred income taxes | | 60 | | 61 | |
Prepaid expenses and other current assets | | 3,183 | | 2,978 | |
Total current assets | | 182,673 | | 218,584 | |
Property, plant, and equipment, net | | 51,809 | | 48,078 | |
Deferred financing costs, net | | 9,960 | | 12,021 | |
Goodwill, net | | 132,662 | | 131,842 | |
Other intangible assets, net | | 6,256 | | 5,895 | |
Other noncurrent assets | | 5,831 | | 5,799 | |
Total assets | | $ | 389,191 | | $ | 422,219 | |
| | | | | |
Liabilities and members’ deficit | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 17,871 | | $ | 19,036 | |
Accrued expenses | | 29,024 | | 28,305 | |
Current maturities of long-term obligations | | 15,252 | | 2,443 | |
Total current liabilities | | 62,147 | | 49,784 | |
Pension, post-retirement and deferred compensation | | 22,923 | | 22,822 | |
Long-term obligations | | 238,314 | | 343,284 | |
Mandatorily redeemable preferred units | | 134,310 | | 78,675 | |
Other noncurrent liabilities | | 1,653 | | 1,625 | |
Deferred income taxes | | 4,799 | | 4,647 | |
Minority interest | | 142 | | 146 | |
| | 402,141 | | 451,199 | |
| | | | | |
Members’ deficit: | | | | | |
Class E units | | 1 | | 1 | |
Common units: | | | | | |
Class A units | | 38,676 | | 38,676 | |
Class C units | | 188 | | 188 | |
Class D units | | 1,248 | | 1,248 | |
Accumulated deficit | | (118,739 | ) | (115,342 | ) |
Accumulated other comprehensive income (loss) | | 3,529 | | (3,535 | ) |
Total members’ deficit | | (75,097 | ) | (78,764 | ) |
Total liabilities and members’ deficit | | $ | 389,191 | | $ | 422,219 | |
NSP Holdings L.L.C.
Consolidated Statements of Cash Flows
(Amounts in Thousands) (Unaudited)
| | Six Months Ended | |
| | July 3, 2004 | | July 2, 2005 | |
Operating activities | | | | | |
Net income | | $ | 5,536 | | $ | 5,906 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
Depreciation | | 5,682 | | 5,311 | |
Amortization of intangibles | | 250 | | 283 | |
Amortization of deferred financing costs | | 883 | | 1,185 | |
Amortization of original issue discount | | 45 | | 50 | |
Loss on sale of property, plant, and equipment | | 384 | | — | |
Deferred income taxes | | (40 | ) | (153 | ) |
Minority interest | | 16 | | 11 | |
Noncash interest | | 6,588 | | 10,113 | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | | (10,866 | ) | (6,587 | ) |
Inventories | | (3,808 | ) | (1,731 | ) |
Prepaid expenses and other current assets | | (29 | ) | 222 | |
Other noncurrent assets | | 103 | | (219 | ) |
Accounts payable | | 1,968 | | 1,165 | |
Accrued expenses | | (1,312 | ) | (717 | ) |
Pension, postretirement and deferred compensation | | 1,288 | | (101 | ) |
Other noncurrent liabilities | | (26 | ) | (28 | ) |
Other | | 13 | | 10 | |
Net cash provided by operating activities | | 6,675 | | 14,720 | |
| | | | | |
Investing activities | | | | | |
Purchase of businesses, net of cash acquired | | (235 | ) | (605 | ) |
Purchases of property, plant, and equipment | | (2,614 | ) | (3,478 | ) |
Proceeds from sale of property, plant and equipment | | 480 | | — | |
Net cash used in investing activities | | (2,369 | ) | (4,083 | ) |
| | | | | |
Financing activities | | | | | |
Payments for deferred financing costs | | — | | (3,246 | ) |
Proceeds from borrowings | | — | | 100,000 | |
Payments of debt | | (1,331 | ) | (13,637 | ) |
Proceeds from capital contributions | | 1 | | — | |
Distributions on preferred units | | — | | (60,000 | ) |
Distributions on common units | | (1,192 | ) | (2,509 | ) |
Net cash (used in) provided by financing activities | | (2,522 | ) | 20,608 | |
Effect of exchange rate changes on cash | | (412 | ) | (3,448 | ) |
Net increase in cash and cash equivalents | | 1,372 | | 27,797 | |
Cash and cash equivalents at beginning of period | | 16,341 | | 35,731 | |
Cash and cash equivalents at end of period | | $ | 17,713 | | $ | 63,528 | |