UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2006
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: 333-127781
SAFETY PRODUCTS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 34-2051198 |
(State or other jurisdiction of incorporation or
organization) | | (I.R.S. Employer Identification No.) |
| | |
2001 Spring Road, Suite 425 Oak Brook, Illinois | | 60523 |
(Address of Principal Executive Offices) | | (Zip Code) |
(630) 572-5715 |
(Registrant’s telephone number, including area code) |
|
Securities registered pursuant to Section 12(b) of the Act: |
None. |
|
Securities registered pursuant to Section 12(g) of the Act: |
None. |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes x No o
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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Accelerated filer o Non-accelerated filer x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
None of the Registrant’s units are held by non-affiliates of the Registrant.
As of March 23, 2007, Safety Products Holdings, Inc. had 11,030,884 common shares outstanding.
Documents Incorporated by Reference
None
PART I
ITEM 1. BUSINESS
Company Overview
Safety Products Holdings, Inc. (the “Company”, “We” or “Safety Products”) is 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 safety and preparedness, fire service and electrical safety industries. Our broad product offering includes, among other things, respiratory protection, protective footwear, hand protection, eye, head and face protection, bunker gear and linemen equipment for utility workers.
We sell our products under trusted, long-standing and well-recognized brand names, including North, KCL, Fibre-Metal, NEOS, Morning Pride, Ranger, Servus, Pro-Warrington, American Firewear, Salisbury and Safety Line. We believe these brand names have a strong reputation for excellence in protecting workers from hazardous and life-threatening environments, which is a key purchasing consideration for personal protection equipment. We believe our brand names, reputation, history of developing innovative products and a comprehensive line of high-quality, differentiated products and high levels of customer service have enhanced our relationships with our distributors and end-users. These factors have enabled us to achieve strong market share positions in key product lines. In addition, the non-discretionary and consumable nature of our products provides us with stable and recurring revenues.
We are one of the largest participants in the personal protection equipment industry with approximately 3,000 employees in 32 primary facilities worldwide. We market and sell our products through three distinct sales forces dedicated to our three target markets. Our sales representatives work closely with third-party distributors, while simultaneously calling on end-users to generate “pull-through” demand for our products. We manufacture or assemble the majority of the products we sell. Approximately 81% of our net sales in 2006 were to customers in North America, with the remainder to customers primarily in Europe. We generated net sales of $438.5 million, $481.1 million and $558.1 million for the year ended December 31, 2004, the combined year ended December 31, 2005 and year ended December 31, 2006, respectively.
We classify our diverse product offerings into three primary operating segments:
General Safety and Preparedness. We offer a diverse portfolio of leading products for a wide variety of industries, including the manufacturing, agriculture, construction, food processing, pharmaceutical and automotive industries and the military, under the North, Ranger, Servus, KCL, Fibre-Metal and NEOS 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 safety and preparedness products primarily through industrial distributors. Our general safety and preparedness segment generated net sales of $308.6 million, $332.5 million and $391.3 million for the year ended December 31, 2004, the combined year ended December 31, 2005 and the year ended December 31, 2006, respectively.
Fire Service. We manufacture and market one of the broadest lines of personal protection equipment for the fire service market, offering firefighters head-to-toe protection. Our products include bunker gear, fireboots, helmets, gloves and other accessories. We market our products under our Total Fire Group umbrella, using the brand names of Morning Pride, Ranger, Servus, Pro-Warrington and American Firewear. We are widely known for developing innovative equipment; for example, our bunker gear alone, which has more than 100 patented features and our urban search and rescue products are certified by third-party testing labs as meeting all of the requirements of the National Fire Protection Agency (“NFPA”) and other regulatory bodies. 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. Our fire service segment generated net sales of $78.9 million, $87.9 million and $87.9 million for the year ended December 31, 2004, the combined year ended December 31, 2005 and the year ended December 31, 2006, respectively.
Electrical Safety. We manufacture and market a broad line of personal protection equipment for the electrical safety market under the Salisbury, Safety Line and Servus brands. Our products include linemen equipment, gloves, sleeves and footwear. All our products either meet or exceed the applicable standards of the American National Standards Institute (“ANSI”)
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and the American Society for Testing of Materials (“ASTM”). We sell our electrical safety products through specialized distributors, test labs, utilities and electrical contractors. Our electrical safety segment generated net sales of $51.0 million, $60.6 and $78.8 million for the years ended December 31, 2004, the combined year ended December 31, 2005 and the year ended December 31, 2006, respectively.
For net income and income from operations for each of our segments for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006 and total assets for each of our segments as of December 31, 2005 and 2006, see Note 14 to our audited financial statements.
In May 2005, Safety Products was formed to effect the acquisition from NSP Holdings L.L.C. (“NSP Holdings”) of all the issued and outstanding equity interests of Norcross Safety Products L.LC. (“Norcross”) and NSP Holdings Capital Corp. (“NSP Capital”) in a transaction valued at approximately $481.0 million. To execute this transaction, Safety Products, NSP Holdings and Norcross entered into a purchase and sale agreement whereby Safety Products acquired all of the equity interests of Norcross and NSP Capital. As a result of the acquisition, Safety Products became the sole unit holder of Norcross. The acquisition was completed in July 2005 and was funded with proceeds to Safety Products from the issuance and sale of $25.0 million of senior pay in kind notes as well as an equity investment by affiliates of Odyssey Investment Partners, LLC, or Odyssey, and General Electric Pension Trust, or GEPT, and certain members of management of Norcross. Concurrently with the acquisition, Norcross also entered into a new senior credit facility consisting of an $88.0 million term loan and a $50.0 million revolving credit facility.
In November 2005, we completed the acquisition of all of the issued and outstanding capital stock of The Fibre-Metal Products Company (“Fibre-Metal”). The purchase price of $68.7 million (including acquisition costs of $0.7 million) was financed through additional term borrowings under the senior credit facility and cash on the balance sheet.
In February 2006, we completed the acquisition of all of the issued and outstanding capital stock of American Firewear, Inc. (“American Firewear”). The purchase price consisted of $4.5 million in cash (including acquisition costs of $0.2 million and net of cash acquired of $0.2 million) and a $1.0 million subordinated seller note. In addition, the purchase price may be increased by $0.8 million over the next four years based on American Firewear achieving certain financial and operating objectives. We financed the acquisition through cash on the balance sheet and the issuance of the $1.0 million subordinated seller note.
In June 2006, we completed the acquisition of all of the issued and outstanding capital stock of The White Rubber Corporation (“White Rubber”). The purchase price of $22.2 million (including acquisition costs of $0.6 million and gross of outstanding checks of $0.8 million) was financed through additional term borrowings under the senior credit facility and cash on the balance sheet.
In September 2006, we completed the acquisition of all of the issued and outstanding capital stock of The New England Overshoe Company, Inc. (“NEOS”). The purchase price consisted of $3.6 million in cash (including acquisition costs of $0.1 million and net of cash acquired) and a $0.8 million subordinated seller note. In addition, the purchase price may be increased over the next five years based on NEOS achieving certain net sales targets. We financed the acquisition through cash on the balance sheet and the issuance of the $0.8 million subordinated seller note.
We refer herein to the acquisition of Norcross as the “Norcross Transaction”, the acquisition of Fibre-Metal as the “Fibre-Metal Transaction”, the acquisition of American Firewear as the “American Firewear Transaction”, the acquisition of White Rubber as the “White Rubber Transaction” and the acquisition of NEOS as the “NEOS Transaction.”
Industry Overview
The worldwide personal protection equipment industry, which we estimate to be over $20 billion in size, is highly fragmented with few market participants offering a broad line of products. Demand for personal protection equipment is relatively stable, as purchases of these products are generally non-discretionary due to their use in protecting workers from bodily harm in hazardous and life-threatening work environments and as a result of government and industry regulations mandating their use. Furthermore, many of our products have limited life spans due to normal course wear and tear or because they are one-time use products by design, which results in consistent replacement and recurring revenues for industry participants. Additionally, we sell products, such as our respirator lines, which have both a durable component, in this case the facepiece, and a disposable component, in this case the cartridge. Ordinary-course usage of the disposable component of our equipment creates recurring revenues.
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In recent years, several trends have reshaped the market for personal protection equipment, including the following:
Heightened Compliance and Commitment to Worker Safety. Demand for personal protection equipment is driven largely by regulatory standards and recognition by companies of the economic and productivity benefits of a safer workplace. Regulatory bodies and standard-setting entities, such as Occupational Safety & Health Administration (“OSHA”), National Institute for Occupational Safety and Health (“NIOSH”), the NFPA, ANSI and ASTM, require and enforce businesses’ compliance with worker safety regulations and establish strict performance and product design requirements for personal protection equipment. Similarly, while the required standards for worker protection are generally lower outside of North America and parts of Western Europe, many countries have been increasing safety regulations in recent years, creating opportunities for manufacturers to increase sales internationally. In addition, the litigious environment in which companies operate compels many businesses to provide personal protection equipment for their employees and in some cases causes businesses to provide more personal protection equipment than is mandated.
Focus on Domestic Preparedness. In the aftermath of the terrorist attacks of September 11, 2001 and other incidences of terrorism worldwide, governments have significantly increased their focus and their spending on preparedness for conventional and nuclear, biological and chemical attacks. The U.S. government, for example, created a separate cabinet-level Department of Homeland Security and allocated significant funding to further its mission. The 2007 budget for the Department of Homeland Security is approximately $42.8 billion, including approximately $8.6 billion of funds allocated to the Federal Emergency Management Agency and Emergency Preparedness.
Industrial Distributor Trends. The industrial distribution channel has experienced consolidation over the past several years as distributors have attempted to realize economies of scale. In addition, product procurement trends have shown that distributors are increasing their purchases from large, multi product vendors, thereby simplifying the management of their supply chain, reducing their procurement costs and improving their selling efficiency. Distributors, therefore, have an explicit preference for vendors with broad product offerings and comprehensive services, including consolidated shipping and invoicing, direct marketing to end-users and salesforce training.
Operating Structure
Our operations are organized into three primary operating segments: general safety and preparedness, fire service and electrical safety. Each segment has a sales force, a marketing team, manufacturing facilities, distribution facilities and customer service functions.
The following table sets forth the percentage of our net sales generated by each of our operating segments for the year ended December 31, 2004, the combined year ended December 31, 2005 and the year ended December 31, 2006. The data have been derived from our audited historical consolidated financial statements.
| | Year ended
December 31, | | Combined
Year ended
December 31, | | Year ended
December 31, | |
Segment | | 2004 | | 2005 | | 2006 | |
General Safety and Preparedness | | 70.4 | % | 69.1 | % | 70.1 | % |
Fire Service | | 18.0 | % | 18.3 | % | 15.8 | % |
Electrical Safety | | 11.6 | % | 12.6 | % | 14.1 | % |
Principal Products
We market one of the broadest offerings of personal protection equipment in the industry. The following is a brief description of each of our principal product categories, organized by each of our three primary operating segments:
General Safety and Preparedness. Our general safety and preparedness products include respiratory protection, protective footwear, hand protection, eye, head and face protection, first aid, fall protection and hearing protection.
Respiratory Protection. Our respiratory product offering is one of the broadest and deepest in the industry and includes disposable and reusable masks and face-pieces, filtration cartridges, powered air purifying respirators, self-contained breathing apparatuses and airline respirators. We produce respirators for use in a variety of applications, including protection against dust, fumes, micro-organisms, fibers, odors, mists and gases. In addition,
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we offer respirators for nuclear, biological and chemical protection. Our traditional strength is in air purifying systems, which utilize cartridges to filter ambient air as opposed to self-contained breathing apparatus which supply fresh air from a portable cylinder. Our 7700 Series half-mask face-piece is among the world’s best selling face-pieces due to its superior fit and comfort.
Protective Footwear. Protective footwear is required to protect workers’ feet from falling objects, objects piercing the sole, electrical hazards, hazardous materials, chemicals and extreme temperatures. We produce rubber, injection molded and other footwear to protect against such threats, using a variety of techniques for diverse applications, including meat and food processing, chemical processing, commercial fishing, agricultural work, construction and cold storage. With our origins as a footwear company, we have long held dominant positions within the footwear segments of the personal protection equipment industry through our Ranger and Servus brands. We believe we are the largest manufacturer of both neoprene safety and hand-laid rubber protective footwear for the industrial market in North America.
Hand Protection. Hand protection is required for workers exposed to hazardous substances, vulnerable to severe cuts, abrasions or chemical burns, and exposed to extreme temperatures. We manufacture and source gloves designed to protect workers against each of these threats and for a variety of specific applications, including use in material handling, automotive, construction, meat and food processing and controlled environments. Our products range from basic protection provided by imported cotton gloves to highly-engineered, patented gloves designed to withstand dangerous chemicals present in many workplaces. We market a full range of gloves with performance characteristics tailored to each user’s application or hazardous situation.
Eye, Head and Face Protection. We offer a wide variety of protective eyewear and face shields that through innovative design and state of the art materials provide what we believe to be a high degree of optical quality, comfort and fit. Many of our products are offered with coatings that provide anti-fog, anti-scratch, anti-UV or anti-static protection. Our hard hats and accessories provide comfortable and dependable head protection, featuring stylish, lightweight shell designs, suspension height adjustment and comfort padding. Our 2005 acquisition of Fibre-Metal significantly increased the breadth of products in our head and face protection product line and added a new line of welding helmets and accessories.
First Aid. We market a wide range of products, including unitized and bulk first aid supplies, nonprescription medicinals, dermatologicals, eye wash and body flush kits. Regulations require that first aid products be available to workers throughout the workplace, thereby creating stable demand for first aid kits.
Fall Protection. We manufacture and market harnesses, lanyards, confined space retrieval equipment, self-retracting lifeliners and engineered fall protection systems. This product category often requires customized solutions to meet end-user needs.
Hearing Protection. We provide a broad line of both disposable and reusable hearing protection products used in a variety of industries. All of our hearing protection products are designed to be as comfortable as possible while protecting against hazardous noise in the workplace. Many of these products are tested for us at an independent third-party National Voluntary Laboratory Accreditation Program certified laboratory.
Fire Service. Our fire service products include bunker gear, fireboots, helmets, gloves and other accessories.
Bunker Gear. Bunker gear is protective clothing worn by firefighters that must meet the strict design specifications set by the NFPA, including resistance to heat and fire, chemicals, viruses and tears. All of our bunker gear meets or exceeds the NFPA’s or other regulatory body specifications. Bunker gear is made-to-order, with custom measurements for each firefighter. We sell bunker gear under the Morning Pride brand name, which has been in existence since 1921 and has high distributor and end-user loyalty. Morning Pride products are made with proprietary designs, are protected by more than 100 patents, and use state-of-the-art materials such as Kevlar™, W.L. Gore’s Crosstech™, PBI™, Nomex Omega™ and P-84™. Our sales force traditionally has been successful in influencing fire departments to specify critical safety features for which we have a patent. Our unique, patented and field-tested features, such as dead air panels, liner inspection ports and heat channel knee technologies, combined with our awareness of end-users’ needs for function and comfort, differentiate our bunker gear from that of our competitors. These proprietary designs and specialized materials have allowed us to improve the performance of bunker gear products and have increased the growth rate of our sales of these products.
Fireboots. Fireboots typically must meet the strict design specifications set by the NFPA, including specifications for heat and flame resistance, compression, sole puncture resistance, electrical hazards and water
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protection. Leather fireboots are generally lighter in weight and provide firefighters with increased comfort and agility. Rubber fireboots are hand-made using state-of-the-art specialized materials such as Kevlar™, which is more durable than felt, the traditional fireboot material, while providing enhanced wear and flame resistance. Over the last five years, either Ranger, Servus or Pro-Warrington fireboots have been selected by the majority of the major metropolitan fire departments in the U.S.
Helmets, Gloves and Other Accessories. Helmets, gloves and other firefighting accessories typically must meet the strict design specifications set by the NFPA or other regulatory bodies, including those noted above for bunker gear as well as impact resistance, force transmission dissipation and burst strength. Helmets are made using state-of-the-art specialized materials such as the Fyrglass fiberglass helmet shell, which offers improved strength while being lightweight. Unique features, such as bloodborne pathogen interface capable technologies, differentiate our products from those of our competitors. Over the last decade, we have been selected as the vendor of choice to supply helmets, gloves and other accessories to numerous major metropolitan fire departments in the U.S. Our 2006 acquisition of American Firewear significantly expanded our glove and hood product line offering.
Electrical Safety. Our electrical safety products include linemen equipment, gloves, sleeves and footwear. We also provide electrical safety equipment for industrial applications.
Linemen Equipment. Linemen equipment encompasses an array of products that enable utility workers to work with “live” energized or de-energized electrical equipment and power lines. Products include insulating blankets, grounding equipment, linehose and covers, and guards that protect the worker, valuable equipment and reduce outages. Our products are required to meet ANSI and ASTM standards and OSHA regulations.
Gloves, Sleeves and Footwear. We manufacture insulating gloves, sleeves and dielectric footwear, which protect electrical workers against electrical hazards. These products also must meet ANSI and ASTM standards.
Arc Flash Protection. We offer a full line of protective gear and clothing to protect electrical workers against the hazards of arc flash. This product line meets ASTM standards and is designed to comply with NFPA Standard 70E, “Standard for Electrical Safety in the Workplace.”
Manufacturing Processes
The majority of our net sales are from products manufactured or assembled by us, with the remainder sourced from a variety of low-cost vendors. The majority of our manufacturing occurs in the U.S., though many labor intensive or hand-fabricated products are assembled in China, Mexico and the Caribbean.
We manufacture our general safety and preparedness products using a variety of techniques. Respirators and cartridges are injection molded from silicone or plastics. Our protective footwear products serving the general safety and preparedness market are manufactured using a variety of methods, including hand-laid rubber, dipped neoprene latex, slush and injection molding. We use automated glove knitters as well as hand-sewn and dipped processes in our work glove product offering. Head protection products are injection molded from high density polyethylene. A portion of eye and ear protection products are molded and assembled by us. First aid products are bought and packaged. Fall protection products are cut and sewn.
We manufacture bunker gear through a made-to-order process, as both pants and coats are constructed to meet an end-user’s individual specifications. Outer-shell and liner fabrics are cut, assembled with other components, including pockets, hardware, trim and lettering, and extensively inspected to ensure quality control. We have installed Gerber material cutters and a Gerber mover, which automates the handling of bunker gear materials. Every fire service product we sell meets or exceeds the standard of the NFPA or other regulatory bodies. Rubber fireboots are assembled by both hand-laid and automated dipping techniques.
We manufacture our electrical safety and hand protection products using a variety of techniques. We manufacture our chemical-resistant and electrical insulating gloves and sleeves using a multiple layering process of polymer dissolved in organic solvents. These processes are relatively automated and operate in closely controlled environments. Other chemical-resistant and coated fabric gloves are manufactured with water-based latex polymers. We manufacture utility linemen products, other than gloves, using injection, transfer or compression molding of natural and synthetic polymers. The manufacturing processes utilize extensive in-line and post-manufacturing quality assurance because these products are designed to protect workers from hazardous and life-threatening environments.
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Customers
The majority of our sales are to industrial, fire service and utility distributors. The balance of our products are sold directly to end-users and the U.S. government. None of our customers accounts for more than 10% of our net sales.
Our general safety and preparedness products are utilized in a variety of industries, including the manufacturing, agriculture, automotive, construction, food processing, pharmaceutical, construction, petrochemical, nuclear, fishing, and biotechnology industries and the military. The primary end-users of our fire service products are professional fire departments and the primary end-users of our electrical safety products are utility companies.
Set forth below is a summary of our net sales by geographic region for the year ended December 31, 2004, the combined year-ended December 31, 2005 and the year ended December 31, 2006:
| | Year Ended
December 31, | | Combined
Year Ended
December 31, | | Year Ended
December 31, | |
Region | | 2004 | | 2005 | | 2006 | |
| | | | | | | |
United States | | 67.0 | % | 65.1 | % | 64.3 | % |
Canada | | 13.6 | | 15.1 | | 16.2 | |
Europe | | 15.6 | | 15.9 | | 15.8 | |
Africa | | 3.8 | | 3.9 | | 3.7 | |
Total | | 100.0 | % | 100.0 | % | 100.0 | % |
For net sales by geographic region for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006 and total long-lived assets by geographic region as of December 31, 2005 and 2006, see Note 16 to our audited financial statements.
In general, we do not experience a significant backlog of customer orders. We do, however, have a backlog of orders from certain customers, such as the U.S. government, who tend to order products less frequently and in greater quantities, and our fire service customers, who tend to custom order products which require greater lead time. The timing of these orders results in some backlog variability. As of December 31, 2006, there was approximately $34.6 million of such backlog that management believed to be firm, as compared to $35.8 million of backlog as of December 31, 2005. The majority of this backlog will ship by the end of the first quarter of 2007.
Competition
The personal protection equipment market is highly competitive, with participants ranging in size from small companies which focus on a single type of personal protection equipment to a few large multinational corporations which manufacture and supply many types of personal protection equipment. Our main competitors vary by region and product. We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, comfort and durability), price, brand name trust and recognition and service. Set forth below is a brief summary of our most significant competitors by operating segment.
General Safety and Preparedness. Bacou-Dalloz SA.; 3M; Mine Safety Appliances Company; Ansell Occupational Healthcare; LaCrosse Footwear, Inc.; Aearo Company; Pac-Kit Safety Equipment Co.; Jackson Products, Inc.; and Scott Technologies.
Fire Service. Bacou-Dalloz SA; Mine Safety Appliances Company; Globe Manufacturing Company; Lion Apparel, Inc.; LaCrosse Footwear, Inc.; and E.D. Bullard Co., Inc.
Electrical Safety. A.B. Chance Company; Hastings Fiber Glass Products, Inc.; MacLean Fogg Co.; Comasec; Cementex; and The Oberon Company.
We believe we compete favorably within each of our operating segments as a result of the breadth of our product offering, high product quality and strong brand name trust and recognition.
Sales and Marketing
We maintain a distinct sales force for each of our three operating segments. While the majority of our sales are through distributors, we have developed and employ a sales and marketing strategy designed to drive demand at both the distributor and the end-user levels. As part of this strategy, our sales forces call on the end-users of our products in their respective segments to generate demand using a “pull-through” effect whereby end-users of our products seek out our brands from distributors. Our dedicated sales forces achieve this pull-through effect by
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educating both distributors and end-users on the specific performance characteristics of our products, which provides significant positive differentiation relative to competing products. Customer training and education are particularly important with respect to our fire service and electrical safety products, which tend to be more technical in their design and use. Our product research and development teams work closely with our dedicated sales forces. By working closely with the end-users of our products, our sales forces gain valuable insight into our customers’ preferences and needs and the ways in which we can further differentiate our products from those of our competitors.
Distribution Channels
Our products are sold through three distinct distribution channels:
General Safety and Preparedness. We distribute our general safety and preparedness products primarily through specialized personal protection equipment and industrial distributors, as well as maintenance, repair and operations equipment distributors for whom personal protection equipment products are a core line of business. Vendor relationships with distributors tend to be non-exclusive. Our customer base includes national, regional and local distributors. Some of our key distributors include W.W. Grainger, Airgas, Thermo Fisher Scientific International and Hagemeyer North America, Inc. In addition, selected footwear products are distributed through work-wear retailers. These retailers primarily serve farmers and agricultural workers. Our average relationship with our key general safety and preparedness customers is in excess of ten years.
Fire Service. The fire service segment’s primary channel of distribution is through specialized fire service distributors. As a result of the breadth of our product offering and our reputation for quality, we have long-standing relationships with the premier fire service distributors in the U.S., many of whom carry our products exclusively. Our average relationship with our largest ten fire service distributors is in excess of ten years.
Electrical Safety. The electrical safety segment primarily markets its products through specialized distributors, test labs, utilities and electrical contractors. Sales to utilities are typically made pursuant to one-year contracts, while sales to distributors are typically open-ended purchase contracts. As a result of the breadth of our product offering and our reputation for quality, the electrical safety segment has long-standing relationships with many large utilities and the premier utility distributors. Our average relationship with our largest ten electrical safety customers is in excess of ten years.
Intellectual Property
It is our policy to protect our intellectual property through a range of measures, including trademarks, patents and confidentiality agreements. We own and use trademarks and brand names to identify ourselves as a proprietary source of certain goods. The following brand names of certain of our products and product lines are registered in the U.S.: North, Fibre-Metal, NEOS, Morning Pride, Ranger, Servus, Pro-Warrington, American Firewear, Safety Line and Salisbury. Certain of our fire service products are marketed under the registered trademark Total Fire Group.
Whenever possible, our intellectual property rights are protected through the filing of applications for and registrations of trademarks and patents. Our Morning Pride line of products, for example, is protected by more than 100 patents, including patents for such unique features as dead air panels, liner inspection ports and heat channel knee technologies. We also rely upon unpatented trade secrets for the protection of certain intellectual property rights, which trade secrets are also material to our business. We protect our trade secrets by requiring certain of our employees, consultants and other suppliers, customers, agents and advisors to execute confidentiality agreements upon the commencement of employment or other relationships with us. These agreements provide that all confidential information developed by, or made known to, the individual or entity during the course of the relationship with us is to be kept confidential and not to be disclosed to third parties except under certain limited circumstances.
Raw Materials and Suppliers
The primary raw materials we use in manufacturing our products include natural rubber, PVC, fabrics, nitrile, latex, moisture barriers and knitting yarns. We purchase these materials both domestically and internationally, and we believe our supply sources are both well established and reliable. We have close vendor relationship programs with the majority of our key raw material suppliers. Although we generally do not have long-term supply contracts, we have not experienced any significant problems in obtaining adequate raw materials.
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Environmental Matters
As with all manufacturers, our facilities and operations are subject to federal, state, local and foreign environmental requirements. We do not currently anticipate any material adverse effect on our operations or financial condition as a result of our efforts to comply with, or our liabilities under, these requirements. We will, from time to time, incur costs to attain or maintain compliance with evolving regulatory requirements under environmental law, but do not currently expect any such costs to be material.
We were required by the South Carolina Department of Health and Environmental Control (“DHEC”) to conduct a RCRA Facility Investigation pursuant to the federal Resource Conservation and Recovery Act of 1976 (“RCRA”) at our glove manufacturing plant in Charleston, South Carolina. Based upon soil and groundwater assessment work conducted in connection with such investigation, we have proposed to DHEC that conditions of soil and groundwater contamination at the Charleston site be addressed through a “monitored natural attenuation” approach. DHEC has required additional soil and groundwater investigation. Invensys plc, a successor to Siebe plc, the former owner of North Safety Products, Inc. (“North Safety Products”), has paid for the investigation and remediation at the site. We do not currently expect the liability associated with this matter to be material.
Our Clover, South Carolina facility has been the subject of the “corrective action” requirements of RCRA, including investigation and cleanup of areas of the Clover site where regulated wastes have historically been managed. Such investigation and cleanup has been conducted by (and at the sole expense of) Invensys plc, a successor to Siebe plc, the former owner of North Safety Products, pursuant to an Administrative Order from the United States Environmental Protective Agency (“EPA”) dated September 29, 1988. By letter dated September 16, 2005, the EPA confirmed that the investigation of all but one of the Areas of Concern had been satisfactorily completed. Invensys is conducting additional groundwater sampling in the area of the burn pit, which is located on property owned by Invensys, before a remediation alternative for the area is selected. EPA has required that North Safety Products obtain a deed restriction at the Clover facility, to restrict access to chromium-impacted soil beneath the concrete floor in the area of the chromic acid vat. With the obligations of the EPA Administrative Order nearly completed, the EPA letter notes that a State Consent Agreement will be required for the selection of the remediation alternative for the burn pit groundwater and for continued environmental monitoring of the facility. Completion of the investigation and any related cleanup is the contractual responsibility of Invensys and we do not currently expect to incur material liability in connection with this matter. In the unlikely event that Invensys does not continue to fulfill its contractual obligations, we could incur costs in connection with this matter. We do not currently expect such costs to be material.
We have been named as a potentially responsible party under the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) with regard to waste disposal in the 1980s at the Seaboard Chemical Corporation site in Jamestown, North Carolina. Wastes sent by North Safety Products, now part of the Company, to the Seaboard Chemical Corporation site are believed to comprise less than 1% of the total volume of all wastes sent to the site. Invensys plc has paid for costs associated with this matter. Because liability under CERCLA is strict (i.e., without regard to the lawfulness of the disposal) and retroactive, and under some circumstances joint and several, we may incur liability with respect to other historical disposal locations in the future. We do not currently expect our share of the liability, if any, for the Seaboard site or for other such sites to be material.
We may be subject to wastewater categorical pre-treatment regulations for wastewater discharges at our Clover, South Carolina, North Charleston, South Carolina and Rock Island, Illinois facilities. Compliance with wastewater categorical pre-treatment regulations may require the installation of additional treatment equipment.
Compliance with “maximum achievable control technology” air regulations may require our facilities at Clover, South Carolina, North Charleston, South Carolina and Rock Island, Illinois to install additional air emissions control equipment.
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Employees
As of December 31, 2006, we had 2,998 full-time employees throughout the world. The following sets forth the number of employees by operating segment:
Operating Segment | | Number
of
Employees | |
General Safety and Preparedness | | 2,188 | |
Fire Service | | 486 | |
Electrical Safety | | 318 | |
Corporate | | 6 | |
Total | | 2,998 | |
Approximately 612 of our 2,464 North American employees are represented by various unions, and the majority of our 534 non-North American employees are represented by unions. We believe we have maintained good relationships with our unionized employees and we have not experienced any material disruptions in operations on account of our employees in the past five years.
Available Information
Through our Internet website www.nspusa.com, we provide a link to the SEC Internet website that makes available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.
ITEM 1A. RISK FACTORS
In addition to the factors discussed elsewhere in this Form 10-K, the following are important factors which could cause actual results or events to differ materially from those contained in any forward-looking statements made by or on behalf of the Company.
If we are unable to retain senior executives and other qualified professionals our growth may be hindered.
Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales and marketing personnel. Competition for these types of personnel is intense. We may be unsuccessful in attracting and retaining the personnel we require to conduct and expand our operations successfully. Our results of operations could be materially and adversely affected if we are unable to attract, hire, train and retain qualified personnel. Our success also depends to a significant extent on the continued service of our management team. The loss of any member of the management team could have a material adverse effect on our business, results of operations and financial condition.
The markets in which we compete are highly competitive, and some of our competitors have greater financial and other resources than we do. The competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition.
The personal protection equipment market is highly competitive, with participants ranging in size from small companies which focus on single types of safety products, to large multinational corporations which manufacture and supply many types of safety products. Our main competitors vary by region and product. We believe that participants in this industry compete primarily on the basis of product characteristics (such as functional performance, design and style), price, brand name recognition and service. Some of our competitors have greater financial and other resources than we do and our cash flows from operations could be adversely affected by competitors’ new product innovations and pricing changes made by us in response to competition from existing or new competitors. Individual competitors have advantages and strengths in different segments of the industry, in different products and in different areas, including manufacturing and distribution systems, geographic market presence, customer service and support, breadth of product, delivery time, costs of labor and price. We may not be able to compete successfully against current and future competitors and the competitive pressures faced by us could materially and adversely affect our business, results of operations and financial condition. See “Item 1. Business—Competition.”
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Many of our products are subject to existing regulations and standards, changes in which could materially and adversely affect our results of operations.
Our net sales may be materially and adversely affected by changes in safety regulations and standards covering industrial workers, firefighters and utility workers in the U.S. and Canada, including safety regulations of OSHA and standards of the NFPA, ANSI and ASTM. Our net sales could also be adversely affected by a reduction in the level of enforcement of such regulations. Changes in regulations could reduce the demand for our products or require us to reengineer our products, thereby creating opportunities for our competitors.
A reduction in the spending patterns of government agencies could materially and adversely affect our net sales.
We sell a significant portion of our products in the U.S. and Canada to various governmental agencies. In addition, a portion of our products are sold to government agencies through fixed price contracts awarded by competitive bids submitted to state and local agencies. Many of these governmental agency contracts are awarded on an annual basis. Accordingly, notwithstanding our long-standing relationship with various governmental agencies, we may lose our contracts with such agencies to lower bidders in the competitive bid process. Moreover, the terms and conditions of such sales and the government contract process are subject to extensive regulation by various federal, state and local authorities in the U.S. and Canada.
In most markets in which we compete, there are frequent introductions of new products and product line extensions. If we fail to introduce successful new products, we may lose market position and our financial performance may be negatively impacted.
If we are unable to identify emerging consumer and technological trends, maintain and improve the competitiveness of our products and introduce these products on a global basis, we may lose market position, which could have a material adverse effect on our business, financial condition and results of operations. Continued product development and marketing efforts have all the risks inherent in the development of new products and line extensions, including development delays, the failure of new products and line extensions to achieve anticipated levels of market acceptance and the cost of failed product introductions.
Our international operations are subject to various uncertainties and a significant reduction in international sales of our products could have a material adverse effect on our results of operations.
Our international operations are subject to various political, economic and other uncertainties which could adversely effect our business. A significant reduction of our international business due to any of these risks would adversely affect our revenues. In 2006, approximately 35.7% of our net sales were outside the U.S. These risks include:
· unexpected changes in regulatory requirements;
· currency exchange rate fluctuations;
· changes in trade policy or tariff regulations;
· customs matters;
· longer payment cycles;
· higher tax rates and potentially adverse tax consequences, including restrictions on repatriating earnings and the threat of “double taxation”;
· additional tax withholding requirements;
· intellectual property protection difficulties;
· difficulty in collecting accounts receivable;
· complications in complying with a variety of foreign laws and regulations, many of which conflict with U.S. laws;
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· costs and difficulties in integrating, staffing and managing international operations; and
· strains on financial and other systems to properly administer VAT and other taxes.
In addition, foreign operations involve uncertainties arising from local business practices, cultural considerations and international political and trade tensions. In addition, a portion of our manufacturing and outsourcing relationships involve China. If we are unable to successfully manage the risks associated with expanding our global business or to adequately manage operational fluctuations internationally, it could have a material adverse effect on our business, financial condition or results of operations.
We may incur restructuring or impairment charges that would reduce our earnings.
We have in the past and may in the future restructure some of our operations, including our recently acquired subsidiaries. In such circumstances, we may take actions that would result in a charge related to discontinued operations, thereby reducing our earnings. These restructurings have or may be undertaken to realign our subsidiaries, eliminate duplicative functions, rationalize our operating facilities and products, and reduce our staff. In conjunction with the Fibre-Metal Transaction, we recorded an accrual of $1.7 million, comprised of $1.4 million in severance costs and $0.3 million in facility closure and other exit costs. In conjunction with the White Transaction, we recorded an accrual of $1.0 million in severance costs. We carry a very significant amount of goodwill and intangible assets and Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” requires us to perform an annual assessment for possible impairment. As of December 31, 2006, we had goodwill and other intangible assets of approximately $438.7 million.
We may be unable to successfully execute or effectively integrate acquisitions, which may adversely affect our results of operations.
One of our key operating strategies is to selectively pursue acquisitions. Acquisitions involve a number of risks including:
· failure of the acquired businesses to achieve the results we expect;
· diversion of our management’s attention from operational matters;
· our inability to retain key personnel of the acquired businesses;
· risks associated with unanticipated events or liabilities;
· the potential disruption of our existing business; and
· customer dissatisfaction or performance problems at the acquired businesses.
If we are unable to integrate or successfully manage any business that we may acquire in the future, we may not realize anticipated cost savings, improved manufacturing efficiencies and revenue growth, which may result in reduced profitability or operating losses. In addition, we expect to face competition for acquisition candidates, which may limit the number of our acquisition opportunities and may lead to higher acquisition prices. Moreover, acquisitions of businesses may require additional debt financing, resulting in additional leverage. The covenants in our senior credit facility and the indenture governing the senior subordinated notes may further limit our ability to complete acquisitions. The realization of all or any of the risks described above could materially and adversely affect our reputation and our results of operations.
Our continued success depends on our ability to protect our intellectual property. If we are unable to protect our intellectual property, our sales could be materially and aversely affected.
Our success depends, in part, on our ability to obtain and enforce patents, maintain trade secret protection and operate without infringing on the proprietary rights of third parties. We have been issued patents and have registered trademarks with respect to many of our products, but our competitors could independently develop similar or superior products or technologies, duplicate any of our designs, trademarks, processes or other intellectual property or design around any processes or designs on which we have or may obtain patents or trademark protection. In addition, it is possible that third parties may have or acquire licenses for other technology or designs that we may use or desire to use, so that we may need to acquire licenses to, or to contest the validity of, such patents or trademarks of third parties. Such licenses may not be made available to us on acceptable terms, if at all, and we may not prevail in contesting the validity of third-party rights.
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In addition to patent and trademark protection, we also protect trade secrets, know-how and other confidential information against unauthorized use by others or disclosure by persons who have access to them, such as our employees, through contractual arrangements. These agreements may not provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature of our technologies, our sales could be materially adversely affected. See “Item 1. Business—Intellectual Property.”
We do not have long-term contracts with many of our customers and they may terminate their relationship with us at any time, which could have a material adverse effect on our operating results.
A significant portion of our contracts are not long-term contacts and are terminable at will by either party. If a significant number of our customers choose to terminate their contracts or to not renew their contracts with us upon expiration, it would have a material adverse effect on our business, financial condition and results of operations.
We face an inherent business risk of exposure to product liability claims which could have a material adverse effect on our operating results.
We face an inherent business risk of exposure to product liability claims arising from the claimed failure of our products to prevent the types of personal injury or death against which they are designed to protect. We have not experienced any material uninsured losses due to product liability claims, but it is possible that we could experience material losses in the future. For more information, see “Item 3. Legal Proceedings.”
We are subject to various environmental laws and any violation of these laws could adversely affect our results of operations.
We are subject to federal, state and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, hazardous substance contamination and the maintenance of a safe workplace. These laws impose penalties for noncompliance and liability for response costs and certain damages resulting from past and current spills, disposals or other releases of hazardous materials. We could incur substantial costs as a result of noncompliance with or liability pursuant to these environmental laws and to attain and maintain compliance with evolving regulatory requirements under environmental laws. Environmental laws continue to evolve and we may be subject to more stringent environmental laws in the future. If more stringent environmental laws are enacted, these future laws could have a material adverse effect on our results of operations. See “Item 1. Business—Environmental Matters.”
We have a significant amount of indebtedness, which makes us more vulnerable to adverse economic and competitive conditions.
We have a significant amount of indebtedness. As of December 31, 2006, we had outstanding long-term indebtedness of $475.4 million (excluding original issue premium (discount)) and shareholders’ equity of $126.9 million. This amount of debt is substantial and could:
· require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
· limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
· place us at a competitive disadvantage compared to our less leveraged competitors; or
· increase our vulnerability to both general and industry-specific adverse economic conditions;
· and limit, among other things, our ability to borrow additional funds.
Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
N/A
ITEM 2. PROPERTIES
We conduct our operations through 32 primary facilities, nine of which are owned as of December 31, 2006. We believe we have sufficient capacity in the majority of our facilities to support the projected growth in our business for the next five years.
We manufacture respiratory, head and face and hearing products in Cranston, Rhode Island. In this facility, we have implemented lean manufacturing and Six Sigma process improvements and continue to invest in automated equipment. The Cranston facility also serves as a distribution center for the general safety and preparedness segment in the U.S.
We manufacture head and face protection in a leased facility in Concordville, Pennsylvania. We are in the process of transferring these operations to our other existing facilities.
We manufacture fireboots and other protective footwear in our Rock Island, Illinois and Nashua, New Hampshire facilities. Our 110,000 square foot distribution center for protective footwear products is located in Davenport, Iowa, approximately five miles from the Rock Island, Illinois manufacturing plants, facilitating timely delivery of customer orders.
We assemble our first aid and various other products at our Mexicali, Mexico facility, utilizing lower cost labor. Products manufactured in Mexicali are distributed through our Reno, Nevada warehouse and our Cranston, Rhode Island distribution facility.
We operate hand protection facilities for the general safety and preparedness market. Our Maiden, North Carolina facility manufactures knitted and coated hand protection products, while butyl and dry-box hand protection lines are manufactured at our Clover, South Carolina facility. In addition, our Clover, South Carolina facility has the ability to produce nuclear, biological and chemical resistant gloves, utilizing a highly technical manufacturing process.
In our Etobicoke, Canada facility, we manufacture our fall protection product line. In our Rawdon, Canada and Montreal, Canada facilities, we produce numerous general safety and preparedness products, including eye, ear and head protection. Canadian distribution is coordinated through our Montreal, Canada facility and an additional facility in Edmonton, Canada.
In our Middelburg facility, we manufacture fall, eye and head and face protection products.
In Eichenzell, Germany, we manufacture and distribute a variety of liquid-proof and cut-resistant gloves in a owned facility.
We manufacture bunker gear in a leased facility in Dayton, Ohio. We have installed Gerber material cutters and a sophisticated Gerber mover, which automated the handling of bunker gear materials and improved the productivity of the division. In addition, we manufacturer gloves and other accessories in our Ohatchee, Alabama facility.
Linemen gloves are manufactured at two plants in Charleston, South Carolina. Linemen sleeves are currently manufactured in our Addison, Illinois and Ravenna, Ohio facility. We are in the process of closing the Addison, Illinois and Ravenna, Ohio facilities and moving manufacturing to existing facilities. Other products serving the electrical safety market, including linemen equipment, are manufactured at our Chicago, Illinois and Spokane, Washington facilities. We are in the process of closing our Spokane, Washington facility and moving operations to existing facilities.
Due to the nature of product use, quality systems are of paramount importance. The vast majority of our U.S. plants are, or will become shortly, certified to the ISO 9000:2000 standard.
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The following table sets forth a list of our primary facilities:
Facility | | Products | | Locations | | Approx.
Sq. Ft. | | Owned/
Leased | |
General Safety and Preparedness: | | | | | | | | | |
Manufacturing facility | | Footwear (1) | | Rock Island, IL | | 340,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Various | | Cranston, RI | | 240,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Various | | Montreal, Canada | | 128,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Hand Protection | | Eichenzell, Germany | | 115,000 | | Owned | |
Warehouse | | Footwear | | Davenport, IA | | 110,000 | | Leased | |
Offices, manufacturing facility and warehouse (2) | | Head and Face Protection | | Concordville, PA | | 100,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Various | | Middleburg, Holland | | 72,000 | | Leased | |
Manufacturing facility | | Hand Protection | | Clover, SC | | 63,000 | | Owned | |
Manufacturing facility | | Various | | Mexicali, Mexico | | 57,000 | | Leased | |
Manufacturing facility | | Hand Protection | | Maiden, NC | | 51,000 | | Leased | |
Manufacturing facility | | Footwear | | Rock Island, IL | | 45,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Various | | New Germany, South Africa | | 43,000 | | Owned | |
Manufacturing facility | | Footwear | | Nashua, NH | | 38,000 | | Leased | |
Offices and warehouse | | Various | | Edmonton, Canada | | 37,000 | | Leased | |
Manufacturing facility | | Hearing, Head Protection | | Rawdon, Canada | | 30,000 | | Owned | |
Offices, manufacturing facility and warehouse | | Respiratory | | Venlo, Holland | | 30,000 | | Leased | |
Warehouse | | Various | | Houston, TX | | 28,000 | | Leased | |
Offices, manufacturing facility and warehouse | | Fall Production | | Etobicoke, Canada | | 28,000 | | Leased | |
Warehouse | | Various | | Reno, NV | | 24,000 | | Leased | |
Offices and warehouse | | Various | | Islando, South Africa | | 23,000 | | Leased | |
Manufacturing facility | | Hand Protection | | Ostrava, Czech Republic | | 20,000 | | Owned | |
Fire Service: | | | | | | | | | |
Offices, manufacturing facility, laboratory and warehouse | | Various | | Dayton, OH | | 56,000 | | Leased | |
Manufacturing facility | | Various | | Ohatchee, AL | | 36,000 | | Leased | |
Electrical Safety: | | | | | | | | | |
Offices, manufacturing facility & laboratory | | Linemen Gloves | | Charleston, SC | | 106,000 | | Owned | |
Manufacturing facility | | Linemen Equipment | | Chicago, IL | | 92,000 | | Owned | |
Manufacturing facility(2) | | Linemen Sleeves | | Ravenna, OH | | 47,000 | | Owned | |
Offices, manufacturing facility and warehouse | | Linemen Equipment | | Skokie, IL | | 44,000 | | Leased | |
Warehouse | | Linemen Gloves | | Charleston, SC | | 44,000 | | Leased | |
Manufacturing facility | | Linemen Sleeves | | Charleston, SC | | 43,000 | | Owned | |
Manufacturing facility(2) | | Linemen Sleeves | | Addison, IL | | 26,000 | | Leased | |
Manufacturing facility(2) | | Linemen Equipment | | Spokane, WA | | 16,000 | | Leased | |
Other: | | | | | | | | | |
Executive Suite | | Not Applicable | | Oak Brook, IL | | 6,100 | | Leased | |
(1) Also produces fireboots for the fire service segment and dielectric footwear for the electrical safety segment.
(2) In process of transferring operations to other existing facilities.
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ITEM 3. LEGAL PROCEEDINGS
We are 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 our North Safety Products subsidiary. As of December 31, 2006, our North Safety Products subsidiary, along with its predecessors and/or the former owners of such business were named as defendants in approximately 632 lawsuits involving respirators allegedly manufactured and sold by it or its predecessors. We are also monitoring an additional 12 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 644 lawsuits represent approximately 8,746 (excluding spousal claims) plaintiffs. Approximately 85% 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, Inc. 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, Inc., 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.
Effective July 1, 2006, we entered into a joint defense agreement through December 31, 2008 with the former owners of the North Safety Products business (the “Joint Defense Agreement” or “JDA”). Under the terms of the Joint Defense Agreement, we agreed to pay a weighted average percentage of defense costs (including legal fees, expert witnesses and out of pocket expenses) associated with defending ourselves and the prior owners of the North Safety Products business subject to a cap of $525,000, $960,000 and $1.0 million for the period from July 1, 2006 through December 31, 2006, the year ended December 31, 2007 and the year ended December 31, 2008, respectively. The cap excludes settlement costs and other costs incurred exclusively by us (including trial costs and special requests of counsel), which we will be required to pay under the JDA. Separately, we agreed to pay Invensys $200,000 related to settled cases through June 30, 2006 in which Invensys claims that the period of alleged exposure included periods after October 1998.
Although the JDA expires on December 31, 2008, we expect to incur additional defense and settlement costs beyond this date. We will consider our alternatives for defending the claims as the JDA nears expiration and determine the appropriate course of action, which would include an extension of the JDA.
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Based upon information provided to the Company by Invensys, the Company believes activity related to these lawsuits was as follows for the periods indicated:
| | 2004 | | 2005 | | 2006 | |
| | Plaintiffs | | Cases | | Plaintiffs | | Cases | | Plaintiffs | | Cases | |
Beginning lawsuits | | 24,002 | | 680 | | 25,944 | | 858 | | 18,459 | | 1,148 | |
New lawsuits | | 4,658 | | 372 | | 2,226 | | 587 | | 653 | | 498 | |
Settlements | | (546 | ) | (46 | ) | 24 | | (32 | ) | (5 | ) | (5 | ) |
Dismissals and other | | (2,170 | ) | (148 | ) | (9,735 | ) | (265 | ) | (10,361 | ) | (997 | ) |
Ending lawsuits | | 25,944 | | 858 | | 18,459 | | 1,148 | | 8,746 | | 644 | |
Both the rate of new filings and the number of existing claimants have declined dramatically since 2003 as courts and legislatures have tightened the rules on when and where the silica claims can be pursued in an effort to reduce the large number of unmeritorious claims. The new rules make bringing silica cases on a mass level much less attractive to the plaintiffs’ bar. Plaintiffs’ attorneys in many jurisdictions can no longer (1) find a worker with some stated exposure to silica, (2) take a X-ray of his chest, (3) have it interpreted as demonstrating lung shadows by a radiologist, (4) then file a single lawsuit in a dangerous venue with hundreds of other plaintiffs against hundreds of defendants with the pleading containing little more than the parties’ names and some standard pleading language. More specifically, the legislatures of at least seven states — including former hotbeds of silica litigation such as Texas, Florida and Ohio — passed impairment-criteria legislation that redefined injury. These acts force plaintiffs to prove impairment as a result of their exposure to qualify for judicial treatment. The same legislation requires that each silica claimant be tried individually, and not in the multiple plaintiff format in which the potential for large verdicts resulted from increased plaintiffs and where a few meritorious claims could increase the value of unmeritorious ones. Further tort reform in Texas created a state-wide multi-district litigation (“MDL”) wherein one judge presides over the pretrial of all Texas-silica cases. In Mississippi, the Supreme Court changed the venue rules making it much more difficult to file out-of-state plaintiffs there. The Mississippi court also changed the pleading requirements making the plaintiffs’ attorneys include plaintiff-specific allegations against each defendant sued, instead of the vague allegations against hundreds of defendants.
Plaintiffs have asserted specific dollar claims in approximately 28% of the approximately 632 cases pending as of December 31, 2006 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 632 complaints maintained in our records, 454 do not specify the amount of damages sought, 25 generally allege damages in excess of $50,000, one alleges compensatory damages in excess of $50,000 and an unspecified amount of punitive damages, 81 allege compensatory damages and punitive damages, each in excess of $25,000, two generally allege damages in excess of $100,000, four allege compensatory damages and punitive damages, each in excess of $50,000, 20 generally allege damages of $15.0 million, one generally alleges damages of $23.0 million, one alleges compensatory damages and punitive damages, each in excess of $10,000, four allege general damages of $18.0 million and punitive damages of $10.0 million, two allege general damages of $13.0 million and punitive damages $10.0 million, 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, nine generally allege damages in excess of $15,000, 12 generally allege damages in excess of $25,000, one alleges compensatory damages of $18.0 million and punitive damages of $10.0 million, one alleges punitive damages of $13.5 million and compensatory damages of $10.0 million, one alleges punitive damages of $13.0 million and compensatory damages of $10.0 million, seven allege compensatory damages of $13.0 million and punitive damages of $10.0 million, one alleges compensatory and punitive damages, each of $15,000, 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 12 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.
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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 Company 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.
The Predecessor recorded a $1.25 million reserve for respiratory claims during the year ended December 31, 2004. The Predecessor reevaluated this reserve in its first and second quarter 2005 financial statements and concluded the $1.25 million recorded reserve continued to be its best estimate of the probable loss for the respiratory contingency.
In the July 2005 acquisition purchase accounting (as first reported in the Form 10-Q for the third quarter of 2005), we carried forward the $1.25 million liability for this pre-acquisition contingency. Although management concluded that it was likely their estimate of this pre-acquisition contingent liability would be increased during the purchase accounting allocation period as the new ownership finalized their strategy for addressing the liability and gathered information (primarily related to case information and the working relationship among the prior owners of North), it was unlikely the amount would be lower than the amount recorded by the Predecessor. Thus, the $1.25 million amount represented the low end of a probable loss range, subject to further adjustment during the allocation period.
In December 2005, we began negotiations with the former owners of the North business to enter into the JDA. We determined that the liability should be increased to $5.0 million as of December 31, 2005 as part of the purchase price allocation process. The $5.0 million reserve as of December 31, 2005 represented management’s best estimate of the liability based on the current status of negotiations. As of December 31, 2005, the estimate was still preliminary as we were awaiting finalization of the JDA negotiation process.
As discussed above, we entered into the JDA effective July 1, 2006 and completed our evaluation of the reserve. After all information was obtained, we adjusted the reserve to $7.0 million as part of the purchase price allocation process during the permitted “allocation period”. As of December 31, 2006, the reserve balance is $6.8 million.
The final estimated amount recorded in purchase accounting related entirely to losses incurred before the July 2005 acquisition. Our final estimate of the probable loss for the respiratory contingency incorporated the new ownerships’ decision to enter into the JDA. The decision represented a significantly different plan as new ownership agreed to assume losses related to claims with unknown years of exposure. In addition, the decision to enter the JDA was being considered from the date of the acquisition and the ultimate decision was made during the allocation period.
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. We believe that a five-year projection of claims and related defense costs is the most reasonable approach. This reserve will be 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.
In connection with an ongoing dispute, one of our competitors has filed a complaint against us alleging that we have made a series of misrepresentations concerning this competitor and its products. The complaint seeks a retraction of all statements alleged to have been made by us and unspecified damages, including legal fees. A bench trial on the issue of liability was held in February 2006 and the matter is now awaiting ruling by the court. We intend to vigorously defend against these claims.
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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.
We are subject to legal proceedings and claims that arise in the ordinary course of our business. In our opinion, the outcome of these actions will not have a material adverse effect on our financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5 | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
There is no public trading market for our units. As of December 31, 2006, there were 14 holders of record of our common stock.
In the fourth quarter of 2006, we sold 7,626 shares of our common stock for an aggregate purchase price of $150,003 to a member of management. The securities described in this paragraph were issued in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act and Rule 701 promulgated thereunder relative to sales by an issuer not involving any public offering. The recipient either received adequate information about us or had access, through employment or other relationships, to such information.
No underwriters were involved in the foregoing sales of securities. The purchaser represented his intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate legends were affixed to the stock certificates issued in such transactions. All of the foregoing securities are deemed restricted securities for the purposes of the Securities Act.
Safety Products has not paid any dividends on its common stock since its formation in 2005 in connection with the Norcross Transaction. We do not anticipate paying any dividends on our common stock in the foreseeable future. Our senior credit facility and the indentures governing our senior pay in kind notes and the Norcross senior subordinated notes restrict our ability to declare or pay dividends on our common stock. We intend to retain future earnings to finance the ongoing operations and growth of our business. Any future determination relating to our dividend policy will be made at the discretion of the board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors the board of directors may deem relevant.
There were no repurchases made of the Company’s equity securities during the fourth quarter.
21
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected historical consolidated statements of operations, balance sheet and other data for the periods presented and should only be read in conjunction with our audited consolidated financial statements and the related notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this Form 10-K. In the following table, Safety Products, following the Norcross Transaction, is referred to as the “Successor” and NSP Holdings, prior to the Norcross Transaction, is referred to as the “Predecessor.” The historical financial data for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006 have been derived from our historical audited consolidated financial statements included elsewhere in this Form 10-K. The historical financial data for the two years ended December 31, 2003 have been derived from our historical consolidated financial statements, which are not included in this Form 10-K.
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| | Predecessor | | Successor | |
| | Year Ended December 31, | | January 1,
2005
through
July 19, | | July 20,
2005
through
December 31, | | Year
Ended
December 31 | |
| | 2002 | | 2003 | | 2004 | | 2005 | | 2005 | | 2006 | |
| | (dollars in thousands) | |
Statement of Operations Data: | | | | | | | | | | | | | |
Net sales | | $ | 322,173 | | $ | 370,802 | | $ | 438,499 | | $ | 271,694 | | $ | 209,396 | | $ | 558,065 | |
Cost of goods sold | | 205,655 | | 240,408 | | 281,924 | | 171,645 | | 139,978 | | 352,340 | |
Gross profit | | 116,518 | | 130,394 | | 156,575 | | 100,049 | | 69,418 | | 205,725 | |
Operating expenses: | | | | | | | | | | | | | |
Selling | | 29,104 | | 35,155 | | 40,120 | | 25,512 | | 19,154 | | 51,908 | |
Distribution | | 15,177 | | 18,550 | | 22,452 | | 14,634 | | 11,385 | | 32,688 | |
General and administrative | | 31,075 | | 34,011 | | 41,721 | | 41,344 | | 19,946 | | 47,758 | |
Amortization of goodwill and other intangibles | | 3,239 | | 2,583 | | 517 | | 329 | | 7,216 | | 11,508 | |
Zimbabwe subsidiary impairment charge | | 2,785 | | — | | — | | — | | — | | — | |
Strategic alternatives | | — | | — | | 616 | | — | | — | | — | |
Restructuring and merger-related charges | | 9,269 | | — | | — | | — | | — | | 1,539 | |
Total operating expenses | | 90,649 | | 90,299 | | 105,426 | | 81,819 | | 57,701 | | 145,401 | |
Income from operations | | 25,869 | | 40,095 | | 51,149 | | 18,230 | | 11,717 | | 60,324 | |
Other expense (income): | | | | | | | | | | | | | |
Interest expense | | 23,374 | | 33,454 | | 35,962 | | 24,584 | | 17,645 | | 46,875 | |
Interest income | | (122 | ) | (117 | ) | (213 | ) | (914 | ) | (156 | ) | (621 | ) |
Seller transaction expenses | | — | | — | | — | | 4,646 | | — | | — | |
Other, net | | (305 | ) | (1,002 | ) | 1,539 | | 745 | | (9 | ) | (1,026 | ) |
Income (loss) before income taxes and minority interest | | 2,922 | | 7,760 | | 13,861 | | (10,831 | ) | (5,763 | ) | 15,096 | |
Income tax expense (benefit) | | 7,901 | | 1,843 | | 3,195 | | 3,619 | | (995 | ) | 6,209 | |
Minority interest | | — | | (3 | ) | 25 | | 13 | | (2 | ) | 23 | |
Net (loss) income | | (4,979 | ) | 5,920 | | $ | 10,641 | | $ | (14,463 | ) | $ | (4,766 | ) | $ | 8,864 | |
Preferred unit dividends | | 11,991 | | 12,973 | | | | | | | | | |
Net loss attributable to common unitholders | | $ | (16,970 | ) | $ | (7,053 | ) | | | | | | | | |
| | | | | | | | | | | | | |
Other Financial Data and Ratios: | | | | | | | | | | | | | |
Depreciation and amortization | | $ | 18,617 | | $ | 12,749 | | $ | 12,371 | | $ | 6,506 | | $ | 12,361 | | $ | 25,835 | |
Capital expenditures | | 7,197 | | 7,432 | | 6,423 | | 4,250 | | 5,037 | | 11,573 | |
Net cash provided by operating activities | | 23,230 | | 22,696 | | 29,911 | | 19,564 | | 26,691 | | 35,005 | |
Net cash used in investing activities | | (17,728 | ) | (25,611 | ) | (6,378 | ) | (4,903 | ) | (278,762 | ) | (42,818 | ) |
Net cash (used in) provided by financing activities | | (6,819 | ) | 13,753 | | (8,621 | ) | 20,622 | | 264,475 | | 13,686 | |
| | | | | | | | | | | | | |
Balance Sheet Data (at period end): | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,762 | | $ | 16,341 | | $ | 35,731 | | | | $ | 20,819 | | $ | 26,796 | |
Working capital (1) | | 24,155 | | 103,804 | | 120,526 | | | | 131,791 | | 146,832 | |
Total assets | | 307,208 | | 362,718 | | 389,191 | | | | 693,656 | | 744,082 | |
Long-term obligations | | 219,071 | | 258,248 | | 253,566 | | | | 443,239 | | 474,960 | |
Mandatorily redeemable preferred units | | 114,583 | | 120,817 | | 134,310 | | | | — | | — | |
Total members’ deficit/shareholders’ equity | | (93,738 | ) | (89,241 | ) | (75,097 | ) | | | 106,891 | | 126,886 | |
(1) Working capital is defined as current assets less current liabilities.
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this Form 10-K. Some of the statements set forth below include forward-looking statements that involve risks and uncertainties.
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 safety and preparedness, fire service and electrical safety industries. We sell our products under trusted, long-standing and well-recognized brand names, including North, KCL, Fibre-Metal, NEOS, Morning Pride, Ranger, Servus, Pro-Warrington, American Firewear, Salisbury and Safety Line. 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 operating segments:
General Safety and Preparedness. We offer a diverse portfolio of leading products for a wide variety of industries, including manufacturing, agriculture, automotive, construction, food processing and pharmaceutical industries and the military, under the North, KCL, Fibre-Metal, NEOS, 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 safety and preparedness products primarily through industrial distributors.
Fire Service. We manufacture and market one of the broadest lines of personal protection equipment for the fire service market, offering firefighters head-to-toe protection. Our products include bunker gear, fireboots, helmets, gloves and other accessories. We market our products under our Total Fire Group umbrella, using the brand names of Morning Pride, Ranger, Servus, Pro-Warrington and American Firewear. 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.
Electrical Safety. We manufacture and market a broad line of personal protection equipment for the utility market under the Salisbury, Safety Line and Servus brands. Our products, including linemen equipment, gloves, sleeves and footwear, are designed to protect workers from up to 36,000 volts of electricity. We distribute our electrical safety products through specialized distributors, test labs, utilities and electrical contractors.
Predecessor and Successor
In May 2005, Safety Products entered into a purchase and sale agreement with NSP Holdings and Norcross to purchase from NSP Holdings all of the outstanding equity interests of Norcross and NSP Capital for an aggregate purchase price of approximately $481.0 million, which included the assumption or repayment of indebtedness but excluded payment of fees and expenses. The acquisition closed on July 19, 2005 and was funded with proceeds to Safety Products from the issuance and sale of senior pay in kind notes as well as an equity investment from affiliates of Odyssey and General Electric Pension Trust (“GEPT”) and certain members of management of Norcross. Concurrently with the acquisition, Norcross entered into a new senior credit facility, consisting of a revolving credit facility that provides for up to $50.0 million of borrowings and an $88.0 million term loan. As a result of the acquisition, Safety Products became the sole unit holder of Norcross. Safety Products, following the Norcross Transaction, is referred to as the “Successor.” NSP Holdings, prior to the Norcross Transaction, is referred to as the “Predecessor.”
In accordance with GAAP, our historical financial results for the Predecessor and the Successor are presented separately. The separate presentation is required under GAAP in situations when there is a change in accounting basis, which occurred when purchase accounting was applied to the Norcross Transaction. Purchase accounting requires that the historical carrying value of assets acquired and liabilities assumed be adjusted to fair value, which may yield results that are not comparable on a period-to-period basis due to the different, and sometimes higher, cost basis associated with the allocation of the purchase price. There have been no material changes to the operations or customer relationships of our business as a result of the Norcross Transaction.
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In evaluating our results of operations and financial performance, our management has used combined results for the year ended December 31, 2005 as a single measurement period. Due to the Norcross Transaction, we believe that comparisons between the year ended December 31, 2004 or 2006 and either the Predecessor’s results for the period from January 1, 2005 to July 19, 2005 or the Successor’s results for the period from July 20, 2005 to December 31, 2005 may impede the ability of users of our financial information to understand our operating and cash flow performance.
Consequently, in order to enhance an analysis of our operating results and cash flows, we have presented our operating results and cash flows on a combined basis for the year ended December 31, 2005. This combined presentation for the year ended December 31, 2005 simply represents the mathematical addition of the pre-acquisition results of operations of the Predecessor for the period from January 1, 2005 to July 19, 2005 and the results of operations of the Successor for the period from July 20, 2005 to December 31, 2005. We believe the combined presentation provides relevant information for investors. These combined results, however, are not intended to represent what our operating results would have been had the Norcross Transaction occurred at the beginning of the period. A reconciliation showing the mathematical combination of our operating results for such periods is included below under “—Results of Operations.”
Acquisition History
We made four acquisitions during the three year period ended December 31, 2006. As a result, comparability of periods has been affected by these acquisitions.
In November 2005, Norcross completed the acquisition of all of the issued and outstanding capital stock of Fibre-Metal. The purchase price of $68.7 million (including $0.7 million of acquisition costs) was financed through $65.0 million of additional term borrowings under the senior credit facility and cash on the balance sheet.
In February 2006, we completed the acquisition of all of the issued and outstanding capital stock of American Firewear. The purchase price consisted of $4.5 million in cash (including acquisition costs of $0.2 million and net of cash acquired of $0.2 million) and a $1.0 million subordinated seller note. In addition, the purchase price may be increased by $0.8 million over the next four years based on American Firewear achieving certain financial and operating objectives. We financed the acquisition through cash on the balance sheet and the issuance of the $1.0 million subordinated seller note.
In June 2006, we completed the acquisition of all of the issued and outstanding capital stock of White Rubber. The purchase price of $22.2 million (including $0.6 million of acquisition costs and gross of outstanding checks of $0.8 million) was financed through $15.0 million of additional term borrowings under the senior credit facility and cash on the balance sheet.
In September 2006, we completed the acquisition of all of the issued and outstanding capital stock of NEOS. The purchase price consisted of $3.6 million in cash (including acquisition costs of $0.1 million and net of cash acquired) and a $0.8 million subordinated seller note. In addition, the purchase price may be increased over the next five years based on NEOS achieving certain net sales targets. We financed the acquisition through cash on the balance sheet and the issuance of the $0.8 million subordinated seller note.
Restructuring Plans
In conjunction with the Fibre-Metal Transaction, we initiated a restructuring plan to close the Fibre-Metal manufacturing facility located in Concordville, Pennsylvania and move production to our Cranston, Rhode Island and Mexicali, Mexico facilities. In addition, we closed certain Fibre-Metal distribution centers and integrated Fibre-Metal distribution into our existing distribution facilities. We initiated this plan in order to increase profitability through the utilization of excess capacity at our existing plants and the movement of manufacturing to locations with favorable labor costs. As of the date of the Fibre-Metal Transaction, we recorded an accrual for costs associated with the plan of $1.7 million, comprised of $1.4 million in severance costs and $0.3 million in facility closure and other exit costs.
In conjunction with the White Rubber Transaction, the Company initiated a restructuring plan to move certain production and distribution functions located in Ohio and Washington to its Charleston, South Carolina, Skokie, Illinois and Chicago, Illinois facilities. The Company initiated this plan in order to increase profitability by utilizing excess capacity and consolidating distribution functions. As of the date of the White Rubber Transaction, the Company recorded an accrual for severance costs associated with the plan of $1.0 million.
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Critical Accounting Policies
Certain of our accounting policies as discussed below require the application of significant judgment by management in selecting the appropriate estimates and assumptions for calculating amounts to record in our financial statements. Actual results could differ from those estimates and assumptions, impacting our reported results of operations and financial position. However, we do not believe the differences between the actual amounts and our estimates will be material to our financial statements. Our significant accounting policies are more fully described in the notes to our audited financial statements included elsewhere in this Form 10-K. Certain accounting policies, however, are considered to be critical in that they are most important to the depiction of our financial condition and results of operations and their application requires management’s most subjective judgment in making estimates about the effect of matters that are inherently uncertain.
Allowance for Doubtful Accounts. We evaluate the collectibility of our trade receivables based on a combination of factors. We regularly analyze our significant customer accounts and, when we become aware of a specific customer’s inability to meet its financial obligations to us, we record a specific reserve for bad debts to reduce the related receivable to the amount we reasonably believe is collectible. We also record allowances for all other customers based on a variety of factors including the length of time the receivables are past due, the financial health of the customer, macroeconomic considerations and historical experience. Historically, our allowance for doubtful accounts has been adequate to cover our bad debts. If circumstances related to specific customers change, our estimates of the recoverability of receivables could be further adjusted. However, due to our diverse customer base and lack of credit concentration, we do not believe our estimates would be materially impacted by changes in our assumptions.
Inventory. We perform a detailed assessment of inventory which includes a review of, among other factors, demand requirements, product life cycle and development plans, component cost trends, product pricing and quality issues. Based on this analysis, we record adjustments to inventory for excess, obsolescence or impairment when appropriate to reflect inventory at net realizable value. Historically, our inventory reserves have been adequate to reflect our inventory at net realizable values. Revisions to our inventory adjustments to record additional reserves may be required if actual demand, component costs or product life cycles differ from our estimates. However, due to our diverse product lines and end-user markets, we do not believe our estimates would be materially impacted by changes in our assumptions.
Goodwill and Other Intangibles. Purchase accounting requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair market value of the assets purchased and liabilities assumed. We have accounted for our acquisitions using the purchase method of accounting.
In accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” we performed a goodwill impairment test during our fiscal year fourth quarter. In conducting our impairment analysis, we utilized the discounted cash flow (“DCF”) approach that estimates the projected future cash flows to be generated by the business (including an estimate of terminal cash flows), discounted to present value at our estimated cost of capital. An absolute 1% increase or decrease in cash flow projections would produce an average 0.9% increase or 0.9% decrease, respectively, in the overall value of our reporting segments. An absolute 1% increase or decrease in the terminal cash flow growth rate would produce an average 9.8% increase or 7.6% decrease, respectively, in the overall value of our reporting segments. An absolute 1% decrease or increase in the discount rate would produce an average 12.7% increase or 9.9% decrease, respectively, in the overall value of our reporting segments.
Based on the results of the first step of the annual goodwill impairment test, we determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed. As a result, the second step of the annual goodwill impairment test was not required to be completed. We cannot predict the occurrence of certain future events that might adversely affect the reported value of goodwill as of December 31, 2006. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material negative change in our relationships with significant customers. We will continue to perform a goodwill impairment test on an annual basis and on an interim basis, if certain conditions exist.
We also performed an impairment test related to our indefinite life brand names during the fourth quarter using a relief from royalty method. This method is a specific discounted cash flow approach to analyze cash flows attributable to the brand names based on projected revenues associated with each brand name and an estimated
26
royalty rate. This method is based on the assumption that, in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the trade name and that the inherent economic value of each trade name is directly related to the cash flows (royalties saved) in the future. We did not combine our brand names into a single “unit of accounting” with the exception of our footwear brands in our general safety and preparedness segment. An absolute 1% increase or decease, in the revenue base would produce an 1.0% increase or 1.0% decrease, respectively, across the portfolio of brand names. An 1% increase or decease, in the royalty rates would produce an 1.0% increase or 1.0% decrease, respectively, across the portfolio of brand names. An absolute 1% decrease or increase in the discount rate would produce an average 12.1% increase or 9.7% decrease, respectively, across the portfolio of brand names.
Based on the results of our annual indefinite life brand name impairment test, we determined that the fair value of each of the brand names exceeded their carrying amounts and, therefore, no impairment existed. The Company cannot predict the occurrence of certain future events that might adversely affect the reported value of its indefinite life brand names as of December 31, 2006. Such events include, but are not limited to, strategic decisions made in response to economic and competitive conditions, the impact of the economic environment on our customer base, or a material negative change in our relationships with significant customers. We will continue to perform an indefinite life brand name impairment test on an annual basis and on an interim basis, if certain conditions exist.
Long-Lived Assets. We evaluate our long-lived assets on an ongoing basis. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value. Our estimates of future cash flows could be impacted if we underperform relative to historical or projected future operating results. However, due to our diverse product lines and end-user markets, we do not believe our estimates would be materially impacted by changes in our assumptions.
Defined Benefit Pension Plans. The costs and obligations of our defined benefit pension plans are dependent on actuarial assumptions. Three critical assumptions used, which impact the net periodic pension expense and two of which impact the benefit obligation, are the discount rate, expected return on plan assets and rate of compensation increase.
In regards to selecting a discount rate assumption, we routinely select a discount rate based on a variety of factors including high quality market indices (such as Moody’s AA corporate bond rate index and the Citigroup corporate pension discount rate index) and fixed-income debt instruments based on the expected duration of the benefit payments for our pension plans. For 2005, as a result of the Norcross Transaction, we reflected purchase accounting as of July 20, 2005. The re-measurement of our obligations as of the purchase date necessitated the selection of a new discount rate. Because of the prevailing change in corporate bond rates from December 31, 2004 through mid-July 2005, and following the process described above, we decided on a change in discount rate from 5.75% to 5.25%. Similarly, for the 2005 and 2006 fiscal year-end disclosures, we decided on a change in discount rate from 5.25% (as of the Norcross Transaction date) to 5.50% and from 5.50% to 5.90%, respectively.
The long-term rate of return on plan assets assumption is reviewed annually. We use an investment model to determine an expected rate of return based on current investment allocation. The investment model considers past performance and forward looking assumptions for each asset class based on current market indices, key economic indicators and assumed long-term rate of inflation. The long-term rate of return assumption is adjusted, as needed, such that it falls between the 25th and 75th percentile expected return generated from the model.
The rate of compensation increase represents the long-term assumption for expected increases to salaries. These key assumptions are evaluated annually. We froze our U.S. defined benefit plans during the year ended December 31, 2006, and therefore assumptions related to rate of compensation increase no longer impact our obligation.
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Changes in these assumptions can result in different expense and liability amounts. The effects of the indicated increase and decrease in selected assumptions for our pension plans as of December 31, 2006 assuming no changes in benefit levels and no amortization of gains or losses, is shown below (in thousands):
| | Increase
(Decrease)
in PBO | | Increase
(Decrease)
in Pension
Expense | |
| | | | | |
Discount rate change: | | | | | |
Increase 100 basis points | | $ | (7,236 | ) | $ | (554 | ) |
Decrease 100 basis points | | 8,824 | | (187 | ) |
| | | | | |
Expected rate of return change: | | | | | |
Increase 100 basis points | | N/A | | (501 | ) |
Decrease 100 basis points | | N/A | | 501 | |
| | | | | | | |
Respiratory Liability. As of December 31, 2006, our North Safety Products subsidiary, along with its predecessors and/or the former owners of such business were named as defendants in approximately 632 lawsuits involving respirators allegedly manufactured and sold by it or its predecessors. We are also monitoring an additional 12 lawsuits in which we believe that North Safety Products, its predecessors and /or the former owners of such businesses may be named as defendants.
We have recorded a $6.8 million reserve associated with the lawsuit as of December 31, 2006. This reserve will be re-evaluated periodically and additional charges or credits will be recorded to operating expenses as additional information becomes available. The calculation of the reserve involved several key assumptions including the following:
· We have used a five-year projection of claims to calculate the reserve. We believe a five-year projection of claims and related defense and settlement costs was the most meaningful as we could not estimate future activity beyond a five year period due to the uncertainty of future events, including future legislation regarding tort reform. Changes in the projection period could impact our estimate of the reserve.
· We have estimated future claim activity based on historical claim activity and expectations of future activity. Our estimate did not assume enactment of proposed legislation regarding tort reform at the federal or state level. Changes in legislation could impact our estimate of future claim activity.
· We have estimated our share of defense costs under the JDA based on the historical defense costs paid to our legal counsel and the historical portion of claims that allege use during the post-October 1998 exposure period. These estimates could change as more information regarding case specifics becomes available.
· We have estimated our share of settlement costs based on historical settlement amounts and the historical portion of claims that allege use during the post-October 1998 exposure period. These estimates could change as more information regarding case specifics becomes available.
· We have estimated our share of future defense costs beyond the expiration of the JDA consistent with the current JDA. These estimates could change if the manner in which we handle the defense of cases beyond December 31, 2008 is not consistent with the current JDA.
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Other Contingencies. In the ordinary course of business, we are involved in legal proceedings involving contractual and employment relationships, product liability claims, trademark rights and a variety of other matters. We record contingent liabilities resulting from claims against us when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. We disclose contingent liabilities when there is a reasonable possibility that the ultimate loss will exceed the recorded liability. Estimating probable losses requires analysis of multiple factors, in some cases including judgments about the potential actions of third-party claimants and courts. Therefore, actual losses in any future period are inherently uncertain. Currently, we do not believe that any of our pending legal proceedings or claims will have a material impact on our financial position or results of operations. However, if actual or estimated probable future losses exceed our recorded liability for such claims, we would record additional charges as operating expense during the period in which the actual loss or change in estimate occurred.
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Results of Operations
The following tables set forth our results of operations in dollars and as a percentage of net sales for the fiscal year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005, and the fiscal year ended December 31, 2006. The data for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005 and the period from July 20, 2005 through December 31, 2005, and the year ended December 31, 2006 have been derived from our audited historical consolidated financial statements. Although the Predecessor and Successor results are not comparable by definition in certain respects due to the Norcross Transaction and the resulting revaluation, the 2005 information is presented on a combined basis for comparative purposes. For the year ended December 31, 2005, the Predecessor (January 1, 2005 through July 19, 2005) and Successor (July 20, 2005 through December 31, 2005) results of operations are combined.
| | Predecessor | | Successor | | | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Combined
Year ended
December 31,
2005 | | Year ended
December 31,
2006 | |
| | (dollars in thousands) | |
| | | | | | | | | | | |
Net sales: | | | | | | | | | | | |
General safety and preparedness | | $ | 308,576 | | $ | 186,434 | | $ | 146,103 | | $ | 332,537 | | $ | 391,321 | |
Fire service | | 78,881 | | 51,702 | | 36,213 | | 87,915 | | 87,902 | |
Electrical safety | | 51,042 | | 33,558 | | 27,080 | | 60,638 | | 78,842 | |
Total net sales | | 438,499 | | 271,694 | | 209,396 | | 481,090 | | 558,065 | |
Cost of goods sold | | 281,924 | | 171,645 | | 139,978 | | 311,623 | | 352,340 | |
Gross profit | | 156,575 | | 100,049 | | 69,418 | | 169,467 | | 205,725 | |
Operating expenses | | 105,426 | | 81,819 | | 57,701 | | 139,520 | | 145,401 | |
Income from operations: | | | | | | | | | | | |
General safety and preparedness | | 31,112 | | 19,937 | | 7,667 | | 27,604 | | 46,099 | |
Fire service | | 14,972 | | 9,332 | | 2,574 | | 11,906 | | 8,364 | |
Electrical safety | | 11,148 | | 8,442 | | 4,352 | | 12,794 | | 14,853 | |
Corporate | | (6,083 | ) | (19,481 | ) | (2,876 | ) | (22,357 | ) | (8,992 | ) |
Total income from operations | | 51,149 | | 18,230 | | 11,717 | | 29,947 | | 60,324 | |
Other expense (income): | | | | | | | | | | | |
Interest expense | | 35,962 | | 24,584 | | 17,645 | | 42,229 | | 46,875 | |
Interest income | | (213 | ) | (914 | ) | (156 | ) | (1,070 | ) | (621 | ) |
Seller transaction expenses | | — | | 4,646 | | — | | 4,646 | | — | |
Other, net | | 1,539 | | 745 | | (9 | ) | 736 | | (1,026 | ) |
Income (loss) before income taxes and minority interest | | 13,861 | | (10,831 | ) | (5,763 | ) | (16,594 | ) | 15,096 | |
Income tax expense (benefit) | | 3,195 | | 3,619 | | (995 | ) | 2,624 | | 6,209 | |
Minority interest | | 25 | | 13 | | (2 | ) | 11 | | 23 | |
Net income (loss) | | $ | 10,641 | | $ | (14,463 | ) | $ | (4,766 | ) | $ | (19,229 | ) | $ | 8,864 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
30
| | Predecessor | | Successor | | | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Combined
Year ended
December
31,
2005 | | Year ended
December 31,
2006 | |
| | | | | | | | | | | |
Net sales: | | | | | | | | | | | |
General safety and preparedness | | 70.4 | % | 68.6 | % | 69.8 | % | 69.1 | % | 70.1 | % |
Fire service | | 18.0 | % | 19.0 | % | 17.3 | % | 18.3 | % | 15.8 | % |
Electrical safety | | 11.6 | % | 12.4 | % | 12.9 | % | 12.6 | % | 14.1 | % |
Total net sales | | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Cost of goods sold | | 64.3 | % | 63.2 | % | 66.8 | % | 64.8 | % | 63.1 | % |
Gross profit | | 35.7 | % | 36.8 | % | 33.2 | % | 35.2 | % | 36.9 | % |
Operating expenses | | 24.0 | % | 30.1 | % | 27.6 | % | 29.0 | % | 26.1 | % |
Income from operations: | | | | | | | | | | | |
General safety and preparedness | | 7.1 | % | 7.3 | % | 3.6 | % | 5.7 | % | 8.3 | % |
Fire service | | 3.4 | % | 3.4 | % | 1.2 | % | 2.5 | % | 1.5 | % |
Electrical safety | | 2.5 | % | 3.1 | % | 2.1 | % | 2.7 | % | 2.7 | % |
Corporate | | (1.3 | )% | (7.1 | )% | (1.3 | )% | (4.7 | )% | (1.7 | )% |
Total income from operations | | 11.7 | % | 6.7 | % | 5.6 | % | 6.2 | % | 10.8 | % |
Other expense (income): | | | | | | | | | | | |
Interest expense | | 8.2 | % | 9.0 | % | 8.5 | % | 8.8 | % | 8.4 | % |
Interest income | | (0.0 | )% | (0.3 | )% | (0.1 | )% | (0.2 | )% | (0.1 | )% |
Seller transaction expenses | | 0.0 | % | 1.7 | % | 0.0 | % | 1.0 | % | 0.0 | % |
Other, net | | 0.4 | % | 0.3 | % | (0.0 | )% | 0.1 | % | (0.2 | )% |
Income (loss) before income taxes and minority interest | | 3.1 | % | (4.0 | )% | (2.8 | )% | (3.5 | )% | 2.7 | % |
Income tax expense (benefit) | | 0.7 | % | 1.3 | % | (0.5 | )% | 0.5 | % | 1.1 | % |
Minority interest | | 0.0 | % | 0.0 | % | (0.0 | )% | 0.0 | % | 0.0 | % |
Net income (loss) | | 2.4 | % | (5.3 | )% | (2.3 | )% | (4.0 | )% | 1.6 | % |
31
Year Ended December 31, 2006 as Compared to Combined Year Ended December 31, 2005
Net sales. Net sales increased by $77.0 million, or 16.0%, from $481.1 million in 2005 to $558.1 million in 2006. In our general safety and preparedness segment, net sales increased by $58.8 million, or 17.7%, from $332.5 million in 2005 to $391.3 million in 2006. The increase reflects a combination of the following: incremental combined Fibre-Metal and NEOS net sales of $36.1 million, combined organic growth in our European and South African operations of $13.8 million, overall organic growth in our North American non-government business of $11.3 million, favorable exchange rates, which had an impact of $4.7 million and a decrease in government contract shipments of $7.1 million. In our fire service segment, net sales were consistent at $87.9 million in 2005 and 2006 as incremental American Firewear net sales of $6.4 million were offset by postponed customer orders due in part to the combined impact of government grant holdups and the delayed issuance of the new NFPA standard. In our electrical safety segment, net sales increased by $18.2 million, or 30.0%, from $60.6 million in 2005 to $78.8 million in 2006 primarily driven by strong market demand, new product penetration and incremental White Rubber net sales of $9.0 million.
Gross profit. Gross profit increased by $36.2 million, or 21.4%, from $169.5 million in 2005 to $205.7 million in 2006, primarily due to the $77.0 million, or 16.0%, increase in net sales. Excluding the impact of inventory purchase accounting adjustments of $5.6 million in 2005 and $1.1 million in 2006 and LIFO charges of $0.2 million in 2005 and $0.9 million in 2006, gross profit increased by $32.4 million, or 18.5%. After adjusting for the inventory purchase accounting adjustments and LIFO charges, our gross profit margin of 37.2% in 2006 was favorable to the 36.4% gross profit margin in 2005. In our general safety and preparedness segment (after adjusting for charges related to purchase accounting and LIFO of $4.5 million in 2005 and $1.7 million in 2006), gross profit increased by $28.2 million, or 23.0%, from $122.7 million in 2005 to $150.9 million in 2006. This increase was primarily due to the overall net sales increase of $58.8 million, or 17.7%, and improved margin realization in our North American operations (in part due to the favorable contribution of Fibre-Metal). In our fire service segment (after adjusting for charges related to purchase accounting of $1.3 million in 2005), gross profit decreased $2.4 million, or 8.4%, from $28.7 million in 2005 to $26.3 million in 2006 due to lower margin realization (in part due to the inherent lower margin of American Firewear products and product line integration costs). In our electrical safety segment (after adjusting for charges related to purchase accounting of $0.3 million in 2006), gross profit increased by $6.6 million, or 27.9%, from $23.9 million in 2005 to $30.5 million in 2006, primarily due to the $18.2 million, or 30.0%, increase in net sales, which was partially offset by lower margin realization in part due to the White Rubber plant integration.
Operating expenses. Operating expenses increased by $5.9 million, or 4.2%, from $139.5 million in 2005 to $145.4 million in 2006. In our general safety and preparedness segment, operating expenses increased by $12.5 million, or 13.8%, from $90.6 million in 2005 to $103.1 million in 2006, primarily due to higher amortization expense of $1.9 million associated with the intangible assets recorded as part of purchase accounting, incremental combined Fibre-Metal and NEOS operating expenses of $7.3 million, higher foreign exchange rates, which had an impact of $1.3 million, $1.4 million of restructuring charges related to plant relocations and acquisition integration activities, increased variable distribution and selling expenses associated with the $58.8 million, or 17.7%, increase in net sales and higher payroll and administrative expenses. These increases were partially offset by a $6.8 million non-cash curtailment gain recorded as a result of freezing our U.S. defined benefit plans. In our fire service segment, operating expenses increased $2.4 million, or 15.8%, from $15.5 million in 2005 to $17.9 million in 2006, primarily due to higher amortization expense of $1.6 million associated with intangible assets recorded as part of purchase accounting and incremental American Firewear operating expenses of $0.6 million. In our electrical safety segment, operating expenses increased by $4.4 million, or 38.7%, from $11.0 million in 2005 to $15.4 million in 2006, primarily due to higher amortization expense of $0.5 million associated with intangible assets recorded as part of purchase accounting, incremental White Rubber operating expenses of $1.8 million, $0.1 million of restructuring charges related to White Rubber acquisition integration activities and increased variable selling and distribution expenses related to the $18.2 million, or 30.0%, increase in net sales. Corporate expenses in 2005 consisted of $6.0 million of general and administrative expenses and $16.4 million of management incentive compensation expense related to the Norcross Transaction. Corporate expenses in 2006 consisted of $7.4 million of general and administrative expenses and $1.6 million of management incentive compensation expense. The increase in corporate general and administrative expenses of $1.4 million was primarily due to higher payroll, administrative expenses and professional fees.
Income from operations. Income from operations increased by $30.4 million, or 101.4%, from $29.9 million in 2005 to $60.3 million in 2006. Key variances in 2006 relative to 2005 include: (1) lower inventory purchase accounting charges of $4.5 million, (2) higher LIFO charges of $0.7 million (3) incremental amortization expense of $4.0 million related to purchase accounting, (4) lower management incentive compensation charges of $14.8 million, (5) a non-cash curtailment gain of $6.8 million recorded as a result of freezing our U.S. defined benefit plans and (6) restructuring charges related to plant consolidation and acquisition integration activities of $1.5 million. Excluding these charges from both periods, income
32
from operations increased by $10.5 million, or 17.7%. Excluding these same charges, as a percentage of net sales, income from operations increased from 12.4% in 2005 to 12.6% in 2006. In our general safety and preparedness segment (after adjusting for the net increase of the key variances discussed above of $6.3 million), income from operations increased by $12.3 million, or 34.4%, from $35.6 million in 2005 to $47.9 million in 2006, primarily due to higher net sales of $58.8 million, or 17.7%, and favorable margin realization. In our fire service segment (after adjusting for the net decrease of the key variances discussed above of $0.3 million), income from operations decreased by $3.3 million, or 20.9%, from $15.8 million in 2005 to $12.5 million in 2006 primarily due to lower margin realization. In our electrical safety segment (after adjusting for the net decrease of the key variances discussed above of $0.9 million), income from operations increased by $2.9 million, or 21.3%, from $14.3 million in 2005 to $17.2 million in 2006, primarily due to higher net sales of $18.2 million, or 30.0%, which was partially offset by lower margin realization. Corporate expenses in 2005 consisted of $6.0 million of general and administrative expenses and $16.4 million of management incentive compensation expense related to the Norcross Transaction. Corporate expenses in 2006 consisted of $7.4 million of general and administrative expenses and $1.6 million of management incentive compensation expense. The increase in corporate general and administrative expenses of $1.4 million was primarily due to higher payroll, administrative expenses and professional fees.
Included in income from operations in 2006 and 2005 were depreciation and amortization expenses of $25.8 million and $18.9 million, respectively. Of these amounts, $16.8 million, $4.6 million, and $4.4 million were attributable to the general safety and preparedness, fire service, and electrical safety segments, respectively, in 2006 and $12.8 million, $3.0 million, and $3.1 million were attributable to these segments in 2005.
Interest expense. Interest expense increased by $4.6 million, or 11.0%, from $42.2 million in 2005 to $46.8 million in 2006 primarily due to higher outstanding debt balances related to the Fibre-Metal and White Rubber Transactions and higher variable interest rates on our senior credit facility. Included in interest expense in 2005 were non-cash interest charges associated with the senior pay in kind notes and redeemable preferred units of NSP Holdings of $18.0 million. Included in interest expense in 2006 were non-cash interest charges associated with the senior pay in kind notes of $16.7 million.
Seller transaction expenses. NSP Holdings incurred $4.6 million in transaction expenses (primarily related to professional services) in 2005. The expenses were funded by the Predecessor from proceeds realized upon the consummation of the Norcross Transaction.
Other, net. Other, net decreased by $1.7 million from $0.7 million in 2005 to $(1.0) million in 2006, primarily due to unrealized foreign exchange rate gains.
Income tax expense. Income tax expense increased by $3.6 million, from $2.6 million in 2005 to $6.2 million in 2006, primarily as a result of higher domestic income tax expense.
Net income. Net income (loss) increased by $28.1 million from $(19.2) million in 2005 to $8.9 million in 2006. This was the result of the reasons discussed above.
Combined Year Ended December 31, 2005 as Compared to Year Ended December 31, 2004
Net sales. Net sales increased by $42.6 million, or 9.7%, from $438.5 million in 2004 to $481.1 million in 2005. In our general safety and preparedness segment, net sales increased by $24.0 million, or 7.8%, from $308.5 million in 2004 to $332.5 million in 2005. This increase reflects a combination of the following: overall organic growth in our Canadian, European and South African operations of $16.5 million; favorable exchange rates, which had an impact of $5.2 million; incremental Fibre-Metal net sales of $4.9 million and lower overall net sales in the United States of $2.6 million as strong overall market demand, in part due to the hurricane activity in the Gulf Coast region, was offset by a decrease in government contract shipments of $10.3 million. In our fire service segment, net sales increased by $9.0 million, or 11.5%, from $78.9 million in 2004 to $87.9 million in 2005 reflecting strong market demand. In our electrical safety segment, net sales increased by $9.6 million, or 18.8%, from $51.0 million in 2004 to $60.6 million in 2005, driven by the hurricane activity in the Gulf Coast region, strong overall market demand and new product penetration.
Gross profit. Gross profit increased by $12.9 million, or 8.2%, from $156.6 million in 2004 to $169.5 million in 2005. Excluding the impact of inventory purchase accounting adjustments in our general safety and preparedness and fire service segments of $4.3 million and $1.3 million, respectively, gross profit increased by $18.5 million, or 11.8%. This increase was primarily attributable to the $42.6 million, or 9.7% increase in net sales. After adjusting for the inventory purchase accounting adjustments, our overall gross profit margin of 36.4% in 2005 was favorable to the 35.7% gross profit
33
margin in 2004. In our general safety and preparedness segment (after adjusting for expenses related to purchase accounting of $4.3 million), gross profit increased by $12.0 million, or 10.8%, from $110.5 million in 2004 to $122.5 million in 2005. This increase was primarily due to the overall net sales increase of $24.0 million, or 7.8%, favorable exchange rates which has an impact of $1.9 million, and improved margin realization. Included in the general safety and preparedness segment gross profit were a $1.2 million and $4.1 million increase to the reserve for excess and obsolete inventory and a $0.2 million increase and $0.2 million decrease to the LIFO provisions in 2005 and 2004, respectively. The $1.2 million inventory reserve recorded in 2005 related primarily to our hand protection product line. Our hand protection products were deemed to be excess inventory as we determined that we had either multiple years of inventory on hand or items that had not moved in over a year. The $4.1 million inventory reserve recorded in 2004 related primarily to our respiratory product line. The respiratory products were deemed to be either: 1) excess as we determined that we had either multiple years of inventory on hand or items that had not moved in over a year or 2) obsolete due to government safety standard changes. In our fire service segment (after adjusting for expenses related to purchase accounting of $1.3 million), gross profit increased by $2.5 million, or 9.9%, from $26.1 million in 2004 to $28.6 million in 2005, as the $9.0 million, or 11.5% increase in net sales was partially offset by lower margin realization. In our electrical safety segment, gross profit increased by $4.0 million, or 20.4%, from $19.9 million in 2004 to $23.9 million in 2005, primarily due to the $9.6 million, or 18.8% increase in net sales and improved manufacturing performance.
Operating expenses. Operating expenses increased by $34.1 million, or 32.3%, from $105.4 million in 2004 to $139.5 million in 2005. In our general safety and preparedness segment, operating expenses increased by $11.0 million, or 13.9%, from $79.6 million in 2004 to $90.6 million in 2005, primarily due to incremental amortization expense of $3.0 million associated with intangible assets recorded as part of purchase accounting; higher exchange rates, which had an impact of $1.3 million; incremental Fibre-Metal operating expense of $1.4 million; higher payroll and other administrative costs; and increased variable distribution and selling expenses associated with the $24.0 million, or 7.8% increase in net sales. In our fire service segment, operating expenses increased $4.4 million, or 39.0%, from $11.1 million in 2004 to $15.5 million in 2005, primarily due to higher amortization expense of $2.6 million associated with intangible assets recorded as part of purchase accounting and additional general and administrative expenses, including legal costs related to litigation with a competitor. In our electrical safety segment, operating expenses increased by $2.4 million, or 27.6%, from $8.7 million in 2004 to $11.1 million in 2005, primarily due to higher amortization expense of $1.4 million associated with intangible assets recorded as part of purchase accounting and higher selling and distribution expenses associated with the $9.6 million, or 18.8% increase in net sales. Corporate expenses in 2004 consisted of $5.5 million of general and administrative expenses and $0.6 million of expenses associated with exploring strategic alternatives. Corporate expenses in 2005 consisted of $6.0 million of general and administrative expenses and $16.4 million of management incentive compensation expense related to the Norcross Transaction. The increase in corporate general and administrative expenses of $0.5 million was 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 decreased by $21.2 million, or 41.5%, from $51.1 million in 2004 to $29.9 million in 2005. Included in income from operations in 2005 were: (1) inventory purchase accounting charges of $5.6 million; (2) incremental amortization expenses of $7.0 million related to purchase accounting; and (3) $16.4 million of management incentive compensation expense. Included in income from operations in 2004 were $0.6 million of expenses related to exploring strategic alternatives. Excluding these charges, income from operations increased by $7.2 million, or 13.9%. Excluding these same charges, as a percentage of net sales, income from operations increased from 11.8% in 2004 to 12.3% in 2005. In our general safety and preparedness segment (after adjusting for expenses related to purchase accounting of $7.3 million), income from operations increased by $3.9 million, or 12.4%, from $31.1 million in 2004 to $35.0 million in 2005, primarily due to higher net sales of $24.0 million, or 7.8%. In our fire service segment (after adjusting for expenses related to purchase accounting of $3.9 million), income from operations increased by $0.7 million, or 5.4%, from $15.0 million in 2004 to $15.7 million in 2005, as the $9.0 million, or 11.5%, increase in net sales was partially offset by lower margin realization and higher administrative expenses. In our electrical safety segment (after adjusting for expenses related to purchase accounting of $1.4 million), income from operations increased by $3.1 million, or 27.5%, from $11.1 million in 2004 to $14.2 million in 2005, primarily due to higher net sales of $9.6 million, or 18.8%, and improved manufacturing performance. Corporate expenses in 2004 consisted of $5.5 million of general and administrative expenses and $0.6 million of expenses associated with exploring strategic alternatives. Corporate expenses in 2005 consisted of $6.0 million of general and administrative expenses and $16.4 million of management incentive compensation expense related to the Norcross Transaction. The increase in corporate general and administrative expenses of $0.5 million was primarily due to higher payroll and administrative expenses including costs associated with public reporting and Sarbanes-Oxley Act related compliance requirements.
34
Included in income from operations in 2005 and 2004 were depreciation and amortization expenses of $18.9 million and $12.4 million, respectively. Of these amounts, $12.8 million, $3.0 million, and $3.1 million were attributable to the general safety and preparedness, fire service, and electrical safety segments, respectively, in 2005 and $9.9 million, $0.4 million, $1.5 million and $0.6 million were attributable to these segments and corporate in 2004.
Interest expense. Interest expense increased by $6.2 million, or 17.4%, from $36.0 million in 2004 to $42.2 in 2005 primarily due to the net impact of an increase in interest expense associated with the senior pay in kind notes and higher outstanding debt balances related to the Fibre-Metal Transaction and a decrease in preferred unit dividends included in interest expense associated with the redemption of $60.0 million of mandatorily redeemable preferred units of NSP Holdings. Included in interest expense were non-cash interest charges associated with the senior pay in kind notes and preferred unit dividends of $13.5 million for 2004 and $18.0 million for 2005.
Seller transaction expenses. NSP Holdings incurred $4.6 million in transaction expenses (primarily related to professional services) in 2005. The expenses were funded by the Predecessor from proceeds realized upon the consummation of the Norcross Transaction.
Other, net. Other, net decreased by $0.8 from $1.5 million in 2004 to $0.7 million in 2005 due primarily to a $0.9 million loss recorded on the sale of property, plant and equipment in 2004.
Income tax expense. Income tax expense decreased by $0.6 million, from $3.2 million in 2004 to $2.6 million in 2005, as higher income tax expense levels at foreign operations were offset by the ability of the Company to recognize benefit on certain net operating losses in the U.S.
Net income. Net income (loss) decreased by $29.8 million, from $10.6 million in 2004 to $(19.2) million in 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.
In 2006 and 2005, cash provided by operating activities was $35.0 million and $46.3 million, respectively. The $11.3 million decrease was primarily attributable to increased inventory and accounts receivable due in part to the $77.0 million, or 16.0%, increase in net sales and inventory build-up related to Fibre-Metal and White Rubber plant consolidations, which was partially offset by the $10.5 million increase in operating income (after adjusting for purchase accounting, LIFO, management incentive compensation, pension curtailment gain and restructuring charges).
In 2005 and 2004, cash provided by operating activities was $46.3 million and $29.9 million, respectively. The $16.4 million improvement was primarily attributable to the $7.2 million increase in operating income (after adjusting for expenses related to purchase accounting, management incentive compensation and strategic alternatives expense) and favorable working capital activity.
Historically, our principal uses of cash have been capital expenditures, acquisitions and working capital. Investing activities for the year ended December 31, 2006 include: (1) $22.2 million for the White Rubber Transaction; (2) $4.5 million for the American Firewear Transaction; (3) $3.6 million for the NEOS Transaction; and (4) $1.1 million for royalty payments to the sellers of Muck Boot and Arbin.
For the Predecessor period from January 1, 2005 through July 19, 2005, we made royalty payments to the sellers of Muck Boot and Arbin totaling $0.7 million. Successor period investing activities for the period from July 20, 2005 through December 31, 2005 include: (1) $204.5 million of cash purchase price related to the Norcross Transaction; (2) $68.7 million of cash purchase price related to the Fibre-Metal Transaction; and (3) $0.5 million for royalty payments to the sellers of Muck Boot and Arbin.
In 2004, we made royalty payments to the sellers of Muck Boot and Arbin totaling $0.7 million and received proceeds from the sale of property, plant and equipment of $0.7 million.
Our capital expenditures were $11.6 million in 2006, $9.3 million in 2005 and $6.4 million in 2004.
35
As of December 31, 2006, we had working capital of $146.8 million and cash of $26.8 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 year ended December 31, 2006, net cash provided by financing activities was $13.7 million, consisting of the following: proceeds from additional term borrowings of $15.0 million under the New Credit Facility (as defined below) related to the White Rubber Transaction, $1.8 million of payments on long-term obligations, $0.7 million of capital contributions and $0.2 million of payments for deferred financing costs.
For the Predecessor period from January 1, 2005 through July 19, 2005, net cash used in financing activities was $20.6 million, representing payments of deferred financing fees of $3.2 million; proceeds from the issuance of 11¾% senior pay in kind notes of $100.0 million (the “Existing Holdings Notes”); payments on long-term obligations of $13.6 million , including an excess cash flow sweep payment under the terms of the former senior credit facility of $12.2 million; payment in respect of preferred units of $60.0 million; and distributions in respect of the common units of certain members of management of $2.5 million. For the successor period from July 20, 2005 through December 31, 2005, net cash provided by financing activities was $264.5 million, including $153.0 million of borrowings under our New Credit Facility (as defined below) used to fund the Norcross and Fibre-Metal Transactions, $23.6 million of proceeds from the issuance of senior pay in kind notes and $109.7 million of capital contributions. Additionally, we paid $21.1 million in deferred financing costs consisting of expenses associated with the New Credit Facility (including incremental borrowings for the Fibre-Metal Transaction), the Norcross senior subordinated notes, and the senior pay in kind notes which are further discussed below.
In 2004, net cash used in financing activities was $8.6 million, representing payments for deferred financing costs of $0.9 million, payments on long-term debt obligations of $4.8 million and tax distributions to members of $2.9 million.
On January 7, 2005, NSP Holdings and NSP Capital issued the Existing Holdings Notes. The proceeds were used to: (i) make a payment in respect of preferred units of $60.0 million, $58.0 million of which were payments in respect of accrued preferred yield and $2.0 million of which was the return of a portion of the original capital contribution made by holders of NSP Holdings’ preferred units, (ii) make distributions in respect of the common units of certain members of management of $2.5 million, and (iii) pay fees and expenses. The remainder of the net proceeds were used for general corporate purposes, including potential acquisitions and/or distributions to NSP Holdings’ unit holders.
On July 19, 2005, in conjunction with the Norcross Transaction, Norcross entered into a new Senior Credit Facility (the “New Credit Facility”) which provides for aggregate borrowings of $138.0 million, consisting of (a) a term loan in the amount of $88.0 million, payable in twenty-eight consecutive quarterly installments which commenced on September 30, 2005 and (b) a revolving credit facility in an aggregate principal amount of $50.0 million. The New Credit Facility is comprised of a U.S. revolving facility and a Canadian subfacility. The amount of the total U.S. revolving facility is an amount equal to $50.0 million less the amount at such time outstanding under the Canadian subfacility. The amount of the total Canadian subfacility is an amount denominated in Canadian dollars having a U.S. dollar equivalent of $25.0 million less the amount at such time outstanding under the U.S. revolving facility. At any time upon the request of us or the U.S. Subsidiary Borrowers (as defined in the New Credit Facility), one or more new term loan facilities may be added in any aggregate amount of up to $100.0 million (and not less than $10.0 million for any such additional term loan), subject to certain conditions, the proceeds of which shall be used to finance permitted acquisitions, pay fees and related expenses thereto and to refinance indebtedness of the entity or associated with the assets to be so acquired. The New Credit Facility is subject to certain mandatory prepayments upon the occurrence of certain events, subject to certain exceptions set forth in the credit agreement. The proceeds of the New Credit Facility were used primarily to refinance the then existing senior credit facility.
On November 1, 2005, Norcross entered into the Incremental Facility Amendment to the New Credit Facility (the “Amendment”) in order to complete the acquisition of all of the issued and outstanding capital stock of Fibre-Metal. Under the terms of the Amendment, Norcross, the U.S. borrowers and the lenders agreed to a total incremental term commitment of $65.0 million. Additionally, the Amendment required, among other things, that the proceeds of the incremental term loans be used for permitted acquisitions and the consolidated senior leverage ratio, after giving effect to the use of the proceeds, not exceed 3.25 to 1.00. Norcross financed the Fibre-Metal Transaction with these additional term borrowings and cash on the balance sheet.
On June 9, 2006, Norcross entered into the Second Incremental Facility Amendment to the New Credit Facility (the “Second Amendment”) in order to complete the acquisition of all of the issued and outstanding capital stock of White Rubber. Under the terms of the Second Amendment, Norcross, the U.S. borrowers and the lenders agreed to a total incremental term commitment of $15.0 million. Additionally, the Second Amendment required, among other things, that the proceeds of the incremental term loans be used for permitted acquisitions and the consolidated senior leverage ratio, after giving effect to the use of the proceeds, not exceed 3.25 to 1.00. Norcross financed the White Transaction with these additional term borrowings and cash on the balance sheet.
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As of December 31, 2006, borrowings under the New Credit Facility bore interest at a weighted average rate of 7.5%. Prior to June 30, 2010, 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 $1.7 million per annum, with the remainder due in four quarterly installments ending June 30, 2012. As of December 31, 2006, there was approximately $165.7 million of outstanding indebtedness under the New Credit Facility and approximately $47.5 million of available borrowings under the revolving credit facility.
Borrowings under the U.S. revolving facility and term loan portion of the New Credit Facility bear interest at a rate per annum equal to our choice of (a) an alternate base rate (which is equal to the higher of (i) the rate of interest announced by Credit Suisse as its prime rate in effect and (ii) the federal funds rate plus 0.50%) or (b) the Eurodollar rate, plus an applicable margin. Borrowings under the Canadian subfacility of the New Credit Facility bear interest at a rate per annum equal to the Canadian prime rate (which is the higher of (i) the rate of interest announced by Credit Suisse, Toronto Branch, as its reference rate then in effect for determining interest rates on Canadian dollar denominated commercial loans in Canada and (ii) the CDOR rate plus 0.50% per annum), plus an applicable margin, or with respect to banker’s acceptances or their equivalents, the discount rate (as defined in the credit agreement) plus an applicable margin.
Initially, the applicable margin with respect to the revolving credit facility is (a) 1.25% in the case of alternate base rate loans and Canadian dollar prime loans and (b) 2.25% in the case of Eurodollar rate loans and bankers’ acceptance rate loans. With respect to the term loan, the applicable margin will be (a) 1.00% in the case of alternate base rate loans and (b) 2.00% in the case of Eurodollar rate loans. After our fiscal quarter ending December 31, 2005, the margins applicable to the revolving credit facility and the U.S. swing line loans adjust on a sliding scale based on the total leverage ratio of Norcross and its subsidiaries. In addition, we will be required to pay to the lenders under the revolving credit facility an initial commitment fee in respect of the unused commitments thereunder at a per annum rate of 0.50%. After our fiscal quarter ending December 31, 2005, the commitment fee rate adjusts on a sliding scale based on the total leverage ratio of Norcross and its subsidiaries.
Norcross’ domestic subsidiaries (including any future or indirect subsidiaries that may be created or acquired by us) and Safety Products guarantee the U.S. subsidiary borrowers’ and Norcross’ obligations under the New Credit Facility. The guarantees in respect of the New Credit Facility are secured by a perfected first priority security interest in all of our equity securities, the equity securities of our direct and indirect domestic subsidiaries, substantially all of the guarantors’ tangible and intangible assets and 65% of the equity securities of, or equity interest in, certain of our foreign first-tier subsidiaries, subject to certain exceptions. All of the Canadian Borrower’s obligations under the New Credit Facility are be secured by all of the assets of our present and future Canadian subsidiaries, and are guaranteed by all of our present and future Canadian subsidiaries.
The New Credit Facility contains certain customary covenants, including among other things:
· affirmative covenants requiring us to provide certain financial statements to the Administrative Agent for distribution to its lenders and to pay material obligations when due, maintain its legal existence, keep its material properties in good working order and condition, provide certain notices to the Administrative Agent for distribution to its lenders, comply in all material respects with environmental laws and maintain at all times ratings for the New Credit Facility;
· restrictive covenants including limitations on other indebtedness, liens, fundamental changes, asset sales, restricted payments, capital expenditures, investments, prepayments, transactions with affiliates, sales and leasebacks, negative pledges, lines of business; and
· financial covenants requiring us to maintain a maximum total leverage ratio of total debt over EBITDA (as defined therein) for the period, a minimum fixed charge coverage ratio of EBITDA (as defined therein) less capital expenditures over fixed charges for the period and a minimum interest coverage ratio of EBITDA (as defined therein) over interest expense for the period.
The New Credit Facility contains certain customary representations and warranties and events of default, including failure to pay interest, principal or fees, any material inaccuracy of any representation and warranty, failure to comply with covenants, material cross-defaults, bankruptcy and insolvency events, ERISA events, change of control, failure to maintain first priority perfected security interest, material judgments, invalidity of guarantee and loss of subordination. Certain of the events of defaults are subject to exceptions, materiality qualifiers and baskets.
On July 19, 2005, we sold $25.0 million in principal amount of 11¾% senior pay in kind notes due 2012 (the “New Notes”). The New Notes were sold pursuant to a purchase agreement, dated June 28, 2005 (the “Purchase Agreement”), by and between us and Credit Suisse First Boston, LLC (the “Initial Purchaser”). The New Notes were issued pursuant to the Indenture. Pursuant to the term of the Purchase Agreement, the New Notes were sold to the Initial Purchaser and were resold to qualified institutional buyers in compliance with the exemption from registration.
In connection with the closing of the Norcross Transaction, we entered into a second supplemental indenture dated as of July 19, 2005 (the “Second Supplemental Indenture”) among NSP Holdings, NSP Capital, us and Wilmington Trust Company, as trustee (the “Trustee”) under the indenture dated as of January 7, 2005 (the “Indenture”) by and among NSP Holdings, NSP Capital and the Trustee providing for the issuance of the New Notes and the assumption by us of all of the rights, powers, commitments, obligations and liabilities of NSP Holdings under the Indenture and the Existing Holdings Notes.
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In connection with the closing of the Norcross Transaction, Norcross entered into a supplemental indenture dated as of July 19, 2005 (the “Supplemental Indenture”) by and among Norcross, Norcross Capital Corp. (“Capital”), the guarantors listed on the signature pages thereto and Wilmington Trust Company, as trustee (the “Trustee”) under the indenture dated as of August 13, 2003 (the “Indenture”) providing for the issuance by Norcross and Capital of $152.5 million aggregate principal amount of 9 7/8 % senior subordinated notes due 2011. Pursuant to the terms of the Supplemental Indenture, the definition of Permitted Holders was amended and the parties confirmed that the Requisite Consents (as defined in the Supplemental Indenture) had been delivered in order to waive our obligations under the Change in Control covenant of the Indenture in connection with the Norcross Transaction.
Safety Products is a holding company with no business operations or assets other than the equity interests it holds in its subsidiaries. Its subsidiaries do not guarantee Safety Products’ obligations under the senior pay in kind notes and do not have any obligation with respect to the notes. Consequently, Safety Products is dependent on dividends and other payments from its subsidiaries, none of which have guaranteed the notes, to make payments of principal and, when they elect to or are required to pay interest in cash interest on the notes. Its subsidiaries are separate and distinct legal entities, and they will have no obligation, contingent or otherwise, to pay the amounts due under the notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.
The terms of Norcross’ senior credit facility significantly restrict Norcross from paying dividends and otherwise transferring assets to Safety Products. Further, the terms of the indenture governing the Norcross senior subordinated notes significantly restrict Norcross and Safety Products’ other subsidiaries from paying dividends and otherwise transferring assets to Safety Products, except for taxes and ordinary course corporate operating expenses. Safety Products cannot assure you that the agreements governing the current and future indebtedness of its subsidiaries will permit its subsidiaries to provide Safety Products with sufficient dividends, distributions or loans to make the mandatory partial redemption of the senior pay in kind notes on July 1, 2010 or to fund the cash interest payments on the notes that are required to begin thereafter. The ability of Safety Products’ subsidiaries to make dividends and other payments to it will depend on their cash flows and earnings which, in turn, will be affected by all of the factors discussed under the heading “Item 1A. Risk Factors.”
Given the restrictions in our debt instruments, we currently anticipate that, in order to pay the principal amount of the senior pay in kind notes at maturity or to repurchase the notes upon a change of control as defined in the indentures governing the notes, we will be required to adopt one or more alternatives, such as refinancing our indebtedness at or before maturity, selling our equity securities or the equity securities or assets of Norcross, seeking capital contributions or loans from our affiliates or reducing or delaying business activities and capital expenditures. There can be no assurance that any of the foregoing actions could be effected on satisfactory terms, or at all, or that any of the foregoing actions would enable us to refinance our indebtedness or pay the principal amount or interest of the notes or that any of such actions would be permitted by the terms of the indentures governing the notes or any debt instruments of our subsidiaries then in effect.
We believe that our internal cash flows and borrowings under the revolving portions of the New 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, 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 the New 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 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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Contractual Obligations
The following table summarizes our contractual obligations and commitments, as of December 31, 2006 (dollars in thousands):
| | Payment Due by Period | |
Contractual Obligations | | Total | | Less than
1 year | | 1-3 years | | 3-5 Years | | More than
5 years | |
Long-term debt obligations | | $ | 445,143 | | $ | 4,631 | | $ | 4,652 | | $ | 234,146 | | $ | 201,714 | |
Capital lease obligations | | 205 | | 68 | | 137 | | — | | — | |
Interest payments (1) | | 260,449 | | 27,448 | | 54,190 | | 75,122 | | 103,689 | |
Operating lease obligations | | 35,923 | | 7,065 | | 11,096 | | 7,042 | | 10,720 | |
Purchase obligations (2) | | 47,036 | | 47,036 | | — | | — | | — | |
Other long-term liabilities (3) | | 4,076 | | 4,076 | | — | | — | | — | |
Total | | $ | 792,832 | | $ | 90,324 | | $ | 70,075 | | $ | 316,310 | | $ | 316,123 | |
(1) Interest payments for variable rate obligations are calculated using the interest rate as of December 31, 2006.
(2) Purchase obligations exclude our accounts payable of $21.9 million and include open purchase orders of $46.4 million and all other contractual obligations of $0.6 million pursuant to which we are obligated to purchase good or services.
(3) Represents obligations under pension and other post-retirement plans.
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Off-balance Sheet Arrangements
As of December 31, 2006, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Effect of Inflation
Inflation has generally not been a material factor affecting our business. Our general operating expenses, such as wages and salaries, employee benefits and materials and facilities costs, are subject to normal inflationary pressures.
Recent Accounting Pronouncements
In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes. The interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, and we will adopt FIN 48 as of January 1, 2007, as required. We are in the process of determining the effects, if any, that the adoption of FIN 48 will have on our financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for us as of the beginning of our fiscal year ended December 31, 2008. We are in the process of determining the effects, if any, that the adoption of SFAS No. 157 will have on our financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115. This statement is intended to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, and it does not establish requirements for recognizing dividend income, interest income or interest expense. It also does not eliminate disclosure requirements included in other accounting standards. We are required to adopt SFAS No. 159 as of the beginning of our fiscal year ended December 31, 2008. We are in the process of determining the effects, if any, that adoption of SFAS No. 159 will have on our financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk
We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates. Our policy is to not enter into derivatives or other financial instruments for trading or speculative purposes. We may enter into financial instruments to manage and reduce the impact of changes in interest rates.
Interest rate swaps are entered into as a hedge of underlying debt instruments to change the characteristics of the interest rate from variable to fixed without actually changing the debt instrument. Therefore, these interest rate swap agreements convert outstanding floating rate debt to fixed rate debt for a period of time. For fixed rate debt, interest rate changes affect the fair market value, but do not impact earnings or cash flows. Conversely for floating rate debt, interest rate changes generally do not affect the fair market value but do impact future earnings and cash flows, assuming other factors are held constant.
At December 31, 2006, we had total debt (excluding original issue (discount) premium) and obligations under capital leases of $475.4 million. This debt is comprised of fixed rate debt of $309.7 million and floating rate debt of $165.7 million. The pre-tax earnings and cash flow impact in 2006 resulting from a one percentage point increase in interest rates on our variable rate debt would be approximately $1.7 million, holding other variables constant.
A portion of our net sales was derived from manufacturing operations in Canada, Holland, Germany, Mexico, the Caribbean and South Africa. The results of operations and financial position of our foreign operations are principally measured in their respective currency and translated into U.S. dollars. The effects of foreign currency fluctuations in these countries are somewhat mitigated by the fact that expenses are generally incurred in the same currency in which revenues are generated. The reported income of these subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency.
A portion of our assets are based in our foreign operations and are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each period, with the effect of such translation reflected as a separate component of member’s equity. Accordingly, our consolidated member’s equity will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currency.
Our strategy for management of currency risk relies primarily upon conducting our operations in a country’s respective currency and may, from time to time, also involve hedging programs intended to reduce our exposure to currency fluctuations. Management believes the effect of a one percentage point increase in the strength of the Canadian dollar and the Euro relative to the U.S. dollar from December 31, 2005 to December 31, 2006 would have resulted in a $140,000 and $113,000 increase in our income from operations, respectively. During 2006, the Canadian dollar was consistent relative to the U.S. dollar and the Euro strengthened approximately 10.2% relative to the U.S. dollar.
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Safety Products Holdings, Inc.
Audited Consolidated Financial Statements for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006
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Report of Independent Registered Public Accounting Firm
Shareholders
Safety Products Holdings, Inc.
We have audited the accompanying consolidated balance sheets as of December 31, 2006 and 2005, of Safety Products Holdings, Inc., (Company), a Delaware Corporation, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year ended December 31, 2006 and the period from July 20, 2005 to December 31, 2005 (Successor), and the related consolidated statements of operations, changes in members’ deficit, and cash flows for the year ended December 31, 2004 and for the period from January 1, 2005 to July 19, 2005 of NSP Holdings L.L.C. (Predecessor). Our audits also included the financial statement schedules listed in the index at Item 15(a). These financial statements and schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and schedules referred to above present fairly, in all material respects, the consolidated financial position of Safety Products Holdings, Inc. as of December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for the year ended December 31, 2006 and for period from July 20, 2005 to December 31, 2005 (Successor), and the consolidated results of NSP Holdings L.L.C. ( Predecessor) operations and cash flows for the year ended December 31, 2004 and for the period from January 1, 2005 to July 19, 2005 , in conformity with U.S. generally accepted accounting principles.
As discussed in Note 4 to the consolidated financial statements, the Company adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an Amendment of FASB Statements Nos. 87, 88, 106 and 132(R), as of December 31, 2006. The Company also adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards No. 123(R), Share-based Payment, as of January 1, 2006.
/s/ Ernst & Young LLP | |
|
Chicago, Illinois |
March 14, 2007 |
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SAFETY PRODUCTS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
| | December 31, | |
| | 2005 | | 2006 | |
Assets | | | | | |
Current assets: | | | | | |
Cash and cash equivalents | | $ | 20,819 | | $ | 26,796 | |
Accounts receivable, less allowance of $2,317 and $2,323 in 2005 and 2006, respectively | | 68,286 | | 73,306 | |
Inventories | | 93,462 | | 108,270 | |
Deferred income taxes | | 3,230 | | 2,143 | |
Prepaid expenses and other current assets | | 3,206 | | 3,624 | |
Total current assets | | 189,003 | | 214,139 | |
Property, plant and equipment, net | | 67,315 | | 69,627 | |
Deferred financing costs, net | | 19,669 | | 16,517 | |
Goodwill | | 135,718 | | 157,242 | |
Other intangible assets, net | | 276,842 | | 281,438 | |
Other noncurrent assets | | 5,109 | | 5,119 | |
Total assets | | $ | 693,656 | | $ | 744,082 | |
| | | | | |
Liabilities and shareholders’ equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | 21,229 | | $ | 21,891 | |
Accrued expenses | | 34,137 | | 40,596 | |
Current maturities of long-term obligations | | 1,846 | | 4,820 | |
Total current liabilities | | 57,212 | | 67,307 | |
Pension, postretirement and deferred compensation | | 32,340 | | 17,082 | |
Long-term obligations | | 441,393 | | 470,140 | |
Other noncurrent liabilities | | 5,376 | | 7,008 | |
Deferred income taxes | | 50,268 | | 55,460 | |
Minority interest | | 176 | | 199 | |
| | 529,553 | | 549,889 | |
| | | | | |
Shareholders’ equity: | | | | | |
Common shares | | 110 | | 110 | |
Contributed capital | | 109,560 | | 111,883 | |
(Accumulated deficit) retained earnings | | (4,766 | ) | 4,098 | |
Accumulated other comprehensive income | | 1,987 | | 10,795 | |
Total shareholders’ equity | | 106,891 | | 126,886 | |
Total liabilities and shareholders’ equity | | $ | 693,656 | | $ | 744,082 | |
See notes to consolidated financial statements.
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SAFETY PRODUCTS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
| | Predecessor | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year ended
December 31,
2006 | |
| | | | | | | | | |
Net sales | | $ | 438,499 | | $ | 271,694 | | $ | 209,396 | | $ | 558,065 | |
Cost of goods sold | | 281,924 | | 171,645 | | 139,978 | | 352,340 | |
Gross profit | | 156,575 | | 100,049 | | 69,418 | | 205,725 | |
Operating expenses: | | | | | | | | | |
Selling | | 40,120 | | 25,512 | | 19,154 | | 51,908 | |
Distribution | | 22,452 | | 14,634 | | 11,385 | | 32,688 | |
General and administrative (1) | | 41,721 | | 41,344 | | 19,946 | | 47,758 | |
Amortization of intangibles | | 517 | | 329 | | 7,216 | | 11,508 | |
Strategic alternatives | | 616 | | — | | — | | — | |
Restructuring and merger-related charges | | — | | — | | — | | 1,539 | |
Total operating expenses | | 105,426 | | 81,819 | | 57,701 | | 145,401 | |
Income from operations | | 51,149 | | 18,230 | | 11,717 | | 60,324 | |
Other expense (income): | | | | | | | | | |
Interest expense | | 35,962 | | 24,584 | | 17,645 | | 46,875 | |
Interest income | | (213 | ) | (914 | ) | (156 | ) | (621 | ) |
Seller transaction expenses | | — | | 4,646 | | — | | — | |
Other, net | | 1,539 | | 745 | | (9 | ) | (1,026 | ) |
Income (loss) before income taxes and minority interest | | 13,861 | | (10,831 | ) | (5,763 | ) | 15,096 | |
Income tax expense (benefit) | | 3,195 | | 3,619 | | (995 | ) | 6,209 | |
Minority interest | | 25 | | 13 | | (2 | ) | 23 | |
Net income (loss) | | $ | 10,641 | | $ | (14,463 | ) | $ | (4,766 | ) | $ | 8,864 | |
(1) General and administrative expenses exclude amortization of intangibles and include $16,388 and $1,610 of management incentive compensation for the period from January 1, 2005 through July 19, 2005 and for the year ended December 31, 2006, respectively.
See notes to consolidated financial statements.
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SAFETY PRODUCTS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ DEFICIT/ SHAREHOLDERS’ EQUITY
(Amounts in Thousands, Except Units)
| | | | | | | | | | | | | | | | | | | | Accumulated | | | |
| | | | | | | | | | | | | | | | | | | | Other | | | |
| | | | | | | | | | | | | | | | | | | | Comprehensive | | | |
| | Class E | | Class A | | Class C | | Class D | | Accumulated | | (Loss) | | | |
| | Units | | Amount | | Units | | Amount | | Units | | Amount | | Units | | Amount | | Deficit | | Income | | Total | |
Predecessor Company | | | | | | | | | | | | | | | | | | | | | | | |
Balance at January 1, 2004 | | — | | $ | — | | 7,265,804 | | $ | 38,676 | | 184,523 | | $ | 188 | | 212,018 | | $ | 1,248 | | $ | (126,437 | ) | $ | (2,916 | ) | $ | (89,241 | ) |
Foreign currency translation adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 7,492 | | 7,492 | |
Minimum pension liability | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (1,047 | ) | (1,047 | ) |
Net income | | — | | — | | — | | — | | — | | — | | — | | — | | 10,641 | | — | | 10,641 | |
Comprehensive income | | | | | | | | | | | | | | | | | | | | | | 17,086 | |
Capital contributions | | 986 | | 1 | | — | | — | | — | | — | | — | | — | | — | | — | | 1 | |
Distributions to members | | — | | — | | — | | — | | — | | — | | — | | — | | (2,943 | ) | — | | (2,943 | ) |
Balance at December 31, 2004 | | 986 | | 1 | | 7,265,804 | | 38,676 | | 184,523 | | 188 | | 212,018 | | 1,248 | | (118,739 | ) | 3,529 | | (75,097 | ) |
Foreign currency translation adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (5,651 | ) | (5,651 | ) |
Minimum pension liability | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (3,684 | ) | (3,684 | ) |
Net loss | | — | | — | | — | | — | | — | | — | | — | | — | | (14,463 | ) | — | | (14,463 | ) |
Comprehensive loss | | | | | | | | | | | | | | | | | | | | | | (23,798 | ) |
Capital contributions | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Distributions to members | | — | | — | | — | | — | | — | | — | | — | | — | | (2,509 | ) | — | | (2,509 | ) |
Balance at July 19, 2005 | | 986 | | $ | 1 | | 7,265,804 | | $ | 38,676 | | 184,523 | | $ | 188 | | 212,018 | | $ | 1,248 | | $ | (135,711 | ) | $ | (5,806 | ) | $ | (101,404 | ) |
| | | | | | | | (Accumulated | | Accumulated | | | |
| | | | | | | | Deficit) | | Other | | | |
| | | | | | Contributed | | Retained | | Comprehensive | | | |
| | Shares | | Amount | | Capital | | Earnings | | Income | | Total | |
Successor Company | | | | | | | | | | | | | |
Capital contribution | | 10,967,000 | | $ | 110 | | $ | 109,560 | | $ | — | | $ | — | | $ | 109,670 | |
Foreign currency translation adjustments | | — | | — | | — | | — | | 1,987 | | 1,987 | |
Net loss | | — | | — | | — | | (4,766 | ) | — | | (4,766 | ) |
Comprehensive loss | | | | | | | | | | | | (2,779 | ) |
Balance at December 31, 2005 | | 10,967,000 | | 110 | | 109,560 | | (4,766 | ) | 1,987 | | 106,891 | |
Capital contribution | | 63,884 | | — | | 713 | | — | | — | | 713 | |
Management incentive compensation | | — | | — | | 1,610 | | — | | — | | 1,610 | |
Foreign currency translation adjustments | | — | | — | | — | | — | | 5,344 | | 5,344 | |
Net income | | — | | — | | — | | 8,864 | | — | | 8,864 | |
Comprehensive income | | | | | | | | | | | | 14,208 | |
Adjustment to initially apply SFAS No. 158, net of tax of $2,208 | | — | | — | | — | | — | | 3,464 | | 3,464 | |
Balance at December 31, 2006 | | 11,030,884 | | $ | 110 | | $ | 111,883 | | $ | 4,098 | | $ | 10,795 | | $ | 126,886 | |
See notes to consolidated financial statements.
45
SAFETY PRODUCTS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
| | Predecessor | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year ended
December 31,
2006 | |
| | | | | | | | | |
Operating activities | | | | | | | | | |
Net income (loss) | | $ | 10,641 | | $ | (14,463 | ) | $ | (4,766 | ) | $ | 8,864 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | |
Depreciation and form amortization | | 11,854 | | 6,177 | | 5,145 | | 14,327 | |
Amortization of intangibles | | 517 | | 329 | | 7,216 | | 11,508 | |
Amortization of deferred financing costs | | 1,777 | | 1,311 | | 1,441 | | 3,353 | |
Amortization of original issue discount (premium) | | 92 | | 58 | | (76 | ) | (147 | ) |
Loss on sale of property, plant and equipment | | 899 | | — | | — | | 131 | |
Deferred income taxes | | 583 | | (86 | ) | (2,416 | ) | 920 | |
Minority interest | | 25 | | 13 | | (2 | ) | 23 | |
Noncash interest | | 13,493 | | 11,167 | | 6,877 | | 16,733 | |
Noncash management incentive compensation | | — | | — | | — | | 1,610 | |
Noncash pension curtailment gain | | — | | — | | — | | (6,751 | ) |
Changes in operating assets and liabilities: | | | | | | | | | |
Accounts receivable | | (7,876 | ) | (2,607 | ) | 1,259 | | (2,206 | ) |
Inventories | | (1,704 | ) | (1,515 | ) | 7,208 | | (10,855 | ) |
Prepaid expenses and other current assets | | 650 | | 467 | | (233 | ) | (116 | ) |
Other noncurrent assets | | (627 | ) | (477 | ) | 412 | | (559 | ) |
Accounts payable | | (365 | ) | (492 | ) | 2,170 | | (1,317 | ) |
Accrued expenses | | 1,175 | | 20,902 | | 3,883 | | 3,851 | |
Pension, postretirement, and deferred compensation | | (2,442 | ) | (1,210 | ) | (1,431 | ) | (4,002 | ) |
Other noncurrent liabilities | | 1,223 | | (30 | ) | 3 | | (367 | ) |
Other | | (4 | ) | 20 | | 1 | | 5 | |
Net cash provided by operating activities | | 29,911 | | 19,564 | | 26,691 | | 35,005 | |
| | | | | | | | | |
Investing activities | | | | | | | | | |
Purchase of businesses, net of cash acquired | | (691 | ) | (653 | ) | (273,725 | ) | (31,358 | ) |
Purchases of property plant and equipment | | (6,423 | ) | (4,250 | ) | (5,037 | ) | (11,573 | ) |
Proceeds from sale of property, plant and equipment | | 736 | | — | | — | | 113 | |
Net cash used in investing activities | | (6,378 | ) | (4,903 | ) | (278,762 | ) | (42,818 | ) |
| | | | | | | | | |
Financing activities | | | | | | | | | |
Payments for deferred financing costs | | (904 | ) | (3,246 | ) | (21,110 | ) | (201 | ) |
Proceeds from borrowings | | — | | 100,000 | | 176,646 | | 15,000 | |
Payments of debt | | (4,775 | ) | (13,623 | ) | (731 | ) | (1,826 | ) |
Capital contribution | | 1 | | — | | 109,670 | | 713 | |
Distributions on preferred units | | — | | (60,000 | ) | — | | — | |
Distributions on common units | | (2,943 | ) | (2,509 | ) | — | | — | |
Net cash (used in) provided by financing activities | | (8,621 | ) | 20,622 | | 264,475 | | 13,686 | |
Effect of exchange rate changes on cash | | 4,478 | | (2,725 | ) | 1,271 | | 104 | |
Net increase in cash and cash equivalents | | 19,390 | | 32,558 | | 13,675 | | 5,977 | |
Cash and cash equivalents at beginning of period | | 16,341 | | 35,731 | | 7,144 | | 20,819 | |
Cash and cash equivalents at end of period | | $ | 35,731 | | $ | 68,289 | | $ | 20,819 | | $ | 26,796 | |
See notes to consolidated financial statements.
46
SAFETY PRODUCTS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2004, THE PERIOD FROM JANUARY 1, 2005 THROUGH JULY 19,
2005, THE PERIOD FROM July 20, 2005 THROUGH DECEMBER 31, 2005 AND THE YEAR ENDED
DECEMBER 31, 2006
(Amounts in Thousands, Except Units and Per Unit Data)
1. Formation of Safety Products Holdings, Inc.
Safety Products Holdings, Inc. (the “Company” or “Safety Products”) operates as a corporation in accordance with the General Corporation Law of the state of Delaware. The Company is a leading designer, manufacturer and marketer of branded products in the personal protection equipment industry. The Company manufactures and markets a full line of personal protection equipment for workers in the general safety and preparedness, fire service and electrical safety industries.
2. Transactions
On July 19, 2005, Norcross Safety Products L.LC. (“Norcross”) announced the closing of the transaction under which it was acquired by Safety Products, a new holding company formed by Odyssey Investment Partners, LLC for the purpose of completing the acquisition. Pursuant to the terms of the purchase agreement, Safety Products purchased all of the outstanding membership units of Norcross and all of the outstanding common stock of NSP Holdings Capital Corp. (“NSP Capital”), a wholly-owned subsidiary of NSP Holdings L.L.C. (“NSP Holdings”), and pursuant to which Safety Products assumed all of the outstanding indebtedness of Norcross and NSP Holdings, in exchange for a base purchase price to NSP Holdings of $472,000, plus the cash in Norcross as of April 2, 2005 in the amount of approximately $16,900, less (1) the indebtedness of Norcross and its subsidiaries as of April 2, 2005 and (2) certain transaction fees and expenses. The cash purchase price was $204,488 including direct costs of acquisition of $2,346, and excluding assumed debt of $260,523.
On November 1, 2005, the Company completed the acquisition of all of the issued and outstanding capital stock of The Fibre-Metal Products Company (“Fibre-Metal”). The purchase price was $68,723, including acquisition costs of $723. The Company financed the acquisition through additional term borrowings under the New Credit Facility and cash on the balance sheet. The results of operations of Fibre-Metal are included in the Company’s consolidated statement of operations from the date of acquisition.
On February 2, 2006, the Company completed the acquisition of all of the issued and outstanding capital stock of American Firewear, Inc. (“American Firewear”). The purchase price consisted of $4,453 in cash (including acquisition costs of $203 and net of cash acquired of $183) and a $1,000 subordinated seller note. In addition, the purchase price may be increased by $750 over the next four years based on American Firewear achieving certain financial and operating objectives. The Company financed the acquisition through cash on the balance sheet and the issuance of the $1,000 subordinated seller note. The Company believes the acquisition of American Firewear will strengthen its hand protection product line in the fire service segment. The results of operations of American Firewear are included in the Company’s consolidated statement of operations from the date of acquisition.
On June 9, 2006, the Company completed the acquisition of all of the issued and outstanding capital stock of The White Rubber Corporation (“White Rubber”). The purchase price was $22,182 (including acquisition costs of $636 and gross of outstanding checks of $773). The Company financed the acquisition through additional term borrowings under the senior credit facility and cash on the balance sheet. The Company believes the acquisition of White Rubber will strengthen its product line offering in the electrical safety segment. The results of operations of White Rubber are included in the Company’s consolidated statement of operations from the date of acquisition.
On September 19, 2006, the Company completed the acquisition of all of the issued and outstanding capital stock of The New England Overshoe Company, Inc. (“NEOS”). The purchase price consisted of $3,639 in cash (including acquisition costs of $139 and net of cash acquired of $6) and a $750 subordinated seller note. In addition, the purchase price may be increased over the next five years based on NEOS achieving certain net sales targets. The Company financed the acquisition through cash on the balance sheet and the issuance of a $750 subordinated seller note. The Company believes the acquisition of NEOS will broaden its footwear product portfolio in the general safety and preparedness segment. The results of NEOS are included in the Company’s consolidated statement of operations from the date of acquisition.
47
The acquisition of Norcross is referred to as the “Norcross Transaction”, the acquisition of Fibre-Metal is referred to as the “Fibre-Metal Transaction”, the acquisition of American Firewear is referred to as the “American Firewear Transaction”, the acquisition of White Rubber is referred to as the “White Rubber Transaction” and the acquisition of NEOS is referred to as the “NEOS Transaction.” Collectively, the Norcross Transaction, the Fibre-Metal Transaction, the American Firewear Transaction, the White Rubber Transaction and the NEOS Transaction are referred to as the “Transactions”.
3. Basis of Presentation
Predecessor — The consolidated financial statements of the Predecessor represent the consolidated results of operations of NSP Holdings L.L.C. prior to the Norcross Transaction.
Successor — The consolidated financial statements of the Successor represent the consolidated results of operations of Safety Products Holdings, Inc. subsequent to the Norcross Transaction.
The consolidated financial statements of the Successor reflect the Transactions under the purchase method of accounting, in accordance with the Financial Accounting Standards Board (“FASB”) Statement of Accounting Standards (SFAS) No. 141, Business Combinations.
The Company has allocated the purchase price related to the Norcross Transaction on the basis of its estimate of the fair value of the underlying assets acquired and liabilities assumed as follows:
| | As of
July 20, 2005 | |
Cash and cash equivalents | | $ | 7,144 | |
Accounts receivable | | 63,774 | |
Inventories | | 93,503 | |
Prepaid expenses and other current assets | | 2,806 | |
Property, plant and equipment | | 63,560 | |
Goodwill | | 108,456 | |
Other intangible assets | | 242,459 | |
Other noncurrent assets | | 5,828 | |
Total assets acquired | | $ | 587,530 | |
| | | |
Accounts payable | | $ | 17,379 | |
Accrued expenses | | 28,991 | |
Pension, post-retirement and deferred compensation | | 33,739 | |
Other noncurrent liabilities | | 7,373 | |
Deferred income taxes | | 34,887 | |
Minority interest | | 148 | |
Total liabilities assumed | | 122,517 | |
Net assets acquired | | $ | 465,013 | |
48
The Company has allocated the purchase price related to the Fibre-Metal Transaction on the basis of its estimate of the fair value of the underlying assets acquired and liabilities assumed as follows:
| | As of
November 1,
2005 | |
Cash and cash equivalents | | $ | — | |
Accounts receivable | | 5,770 | |
Inventories | | 6,950 | |
Prepaid expenses and other current assets | | 166 | |
Property, plant and equipment | | 3,533 | |
Goodwill | | 32,178 | |
Other intangible assets | | 41,130 | |
Total assets acquired | | $ | 89,727 | |
| | | |
Accounts payable | | $ | 1,680 | |
Accrued expenses | | 3,026 | |
Pension, post-retirement and deferred compensation | | 32 | |
Deferred income taxes | | 16,266 | |
Total liabilities assumed | | 21,004 | |
Net assets acquired | | $ | 68,723 | |
The Company has allocated the purchase price related to the White Rubber Transaction on the basis of its estimate of the fair value of the underlying assets acquired and liabilities assumed as follows:
| | As of
June 10,
2006 | |
Cash and cash equivalents | | $ | — | |
Accounts receivable | | 1,866 | |
Inventories | | 2,682 | |
Prepaid expenses and other current assets | | 285 | |
Property, plant and equipment | | 2,974 | |
Goodwill | | 10,677 | |
Other intangible assets | | 9,530 | |
Other noncurrent assets | | 127 | |
Total assets acquired | | $ | 28,141 | |
| | | |
Accounts payable | | $ | 1,909 | |
Accrued expenses | | 1,691 | |
Pension, post-retirement and deferred compensation | | 26 | |
Deferred income taxes | | 3,106 | |
Total liabilities assumed | | 6,732 | |
Net assets acquired | | $ | 21,409 | |
49
The Company engaged independent appraisers to assist in determining the fair values of property, plant and equipment, inventories, and other intangible assets, including customer relationships, brand names, developed technology, favorable leaseholds and backlog. The Company has received values from the appraisers, which have been included in the above tables.
Approximately $108,456 of goodwill was recorded related to the Norcross Transaction (of which approximately $38,000 was tax deductible). The primary reasons for the Norcross Transaction and the primary factors that contributed to a purchase price that resulted in recognition of goodwill include:
· The Company’s leading market position as a designer, manufacturer and marketer of branded products in the fragmented personal protection equipment industry offers a competitive advantage in competing for new customers.
· The Company, being one of only a small number of companies that can provide complete head-to-toe protection, provides a competitive advantage when selling to new and existing customers.
· The diverse customer base and industries served minimizes the potential impact of volatility from any one customer or industry.
Other considerations affecting the value of goodwill include:
· The ability of the assembled workforce to develop future innovative technologies and products.
· The application of purchase accounting, particularly for such items as pension and deferred tax liabilities for which significant liability balances were recorded with no corresponding significant short-term cash outflows.
Approximately $32,178 of goodwill was recorded related to the Fibre-Metal Transaction (none of which was tax deductible). The primary reasons for the Fibre-Metal Transaction and the primary factors that contributed to a purchase price that resulted in recognition of goodwill include:
· Fibre-Metal’s leading market position as a designer, manufacturer and marketer of branded products in the fragmented personal protection equipment industry offers a competitive advantage in competing for new customers.
· Expected cost savings associated with integrating Fibre-Metal manufacturing and distribution facilities into the Company’s existing facilities.
Other considerations affecting the value of goodwill include:
· The ability of the assembled workforce to develop future innovative technologies and products.
· The application of purchase accounting, particularly for deferred tax liabilities for which significant liability balances were recorded with no corresponding significant short-term cash outflows.
Approximately $10,677 of goodwill was recorded related to the White Rubber Transaction (none of which was tax deductible). The primary factor that contributed to a purchase price that resulted in recognition of goodwill was the expected cost savings associated with integrating White Rubber manufacturing and distribution facilities into the Company’s existing facilities. The other consideration affecting the value of goodwill was the application of purchase accounting, particularly for deferred tax liabilities for which significant liability balances were recorded with no corresponding significant short-term cash outflows.
The following table presents the unaudited pro forma net sales, income from operations, and net income of the Company (based on the preliminary allocation of purchase price) assuming the Transactions had occurred on January 1, 2005:
| | Year ended
December 31,
2005 | | Year ended
December 31,
2006 | |
Net sales | | $ | 538,324 | | $ | 567,931 | |
Income from operations | | 33,659 | | 65,915 | |
Net (loss) income | | (22,434 | ) | 12,887 | |
| | | | | | | |
50
4. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Safety Products Holdings, Inc. and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of trade receivables. Credit risk with respect to trade receivables is limited due to the diversity of customers comprising the Company’s customer base. The Company performs ongoing credit evaluations of its customers and maintains sufficient allowances for potential credit losses. The Company evaluates the collectibility of its accounts receivable based on the length of time the receivable is past due and the anticipated future write-offs based on historical experience. The Company’s policy is to not charge interest on trade receivables after the invoice becomes past due and to not require collateral. A receivable is considered past due if payments have not been received within agreed-upon invoice terms.
Revenue Recognition
Sales and related cost of sales are recognized when risk of loss and product title passes to the customer.
Freight-Out Costs
The Company records freight-out costs in distribution expenses. Such amounts were $10,224, $6,848, $5,380 and $15,751 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005, and the year ended December 31, 2006, respectively.
Inventories
Inventories are stated at the lower of cost or market. The Company’s North Safety Products, Inc. (“North”) legal entity accounts for its inventory under the last in, first out (“LIFO”) method. This was the method in place when North was acquired by the Company in October 1998 and was also the method adopted in connection with the Norcross Transaction. The Company has continued to use the LIFO method for this legal entity for tax purposes and accordingly, is required to use LIFO for financial reporting purposes. All of the other legal entities of the Company account for their inventory under the first in, first out (“FIFO”) method. Inventories valued at FIFO accounted for approximately 64% and 63% of the Company’s inventories at December 31, 2005 and 2006, respectively.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Equipment under capital leases is stated at the present value of minimum lease payments or fair value at the inception of the leases, whichever is lower. Depreciation is determined by using the straight-line method over the estimated useful lives of the assets. Equipment held under capital leases and leasehold improvements are amortized using the straight-line method over the shorter of the lease term or estimated useful life of the asset, with the related amortization expense included in depreciation expense.
The useful lives of plant and equipment for the purpose of computing book depreciation are as follows:
Buildings and improvements | 4 to 25 years |
Machinery and equipment | 4 to 15 years |
Dies and tooling | 1 to 15 years |
Furniture and fixtures | 1 to 10 years |
Computers and office equipment | 1 to 7 years |
51
Intangible Assets
The amortizable lives of intangible assets for the purpose of computing amortization expense, which is recorded on a straight line basis, are as follows:
Brand names | | Indefinite |
Customer relationships | | 15 to 20 years |
Technology | | 10 years |
Favorable Leaseholds | | 1.5 years |
Deferred Financing Costs
Deferred financing costs represent capitalized fees and expenses associated with obtaining financing. The costs are being amortized and recorded to interest expense using the straight-line method, which approximates the effective interest method, over the period of the related financing. Accumulated amortization of deferred financing costs at December 31, 2005 and 2006, was $1,441 and $4,794, respectively.
Goodwill and Other Intangibles
Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. The Company performs an annual review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the carrying value of the recorded goodwill is impaired. The impairment review process for goodwill compares the fair value of the reporting unit in which goodwill resides to its carrying value. Based on the results of the first step of the annual impairment test, the Company determined that the fair value of each of the reporting units exceeded their carrying amounts and, therefore, no goodwill impairment existed.
The following table summarizes goodwill by segment:
| | General
Safety and
Preparedness | | Fire
Service | | Electrical
Safety | | Total | |
Predecessor Company | | | | | | | | | |
Balance as of January 1, 2005 | | $ | 123,275 | | $ | 9,387 | | $ | — | | $ | 132,662 | |
Goodwill acquired and other adjustments to purchase price allocation | | 73 | | — | | 258 | | 331 | |
Effect of foreign currency translation | | (773 | ) | — | | — | | (773 | ) |
Balance as of July 19, 2005 | | $ | 122,575 | | $ | 9,387 | | $ | 258 | | $ | 132,220 | |
| | | | | | | | | |
Successor Company | | | | | | | | | |
Balance as of July 20, 2005 | | $ | 84,851 | | 19,437 | | $ | 12,005 | | $ | 116,293 | |
Goodwill acquired and other adjustments to purchase price allocation | | 18,815 | | (24 | ) | — | | 18,791 | |
Effect of foreign currency translation | | 634 | | — | | — | | 634 | |
Balance as of December 31, 2005 | | 104,300 | | 19,413 | | 12,005 | | 135,718 | |
Goodwill acquired and other adjustments to purchse price allocation | | 7,086 | | 2,089 | | 10,676 | | 19,851 | |
Effect of foreign currency translation | | 1,673 | | — | | — | | 1,673 | |
Balance as of December 31, 2006 | | $ | 113,059 | | $ | 21,502 | | $ | 22,681 | | $ | 157,242 | |
52
The Company’s other intangible assets with indefinite lives consist of $98,802 and $100,906 related to brand names as of December 31, 2005 and 2006, respectively. The Company determined that these brand names had indefinite lives due to their strong reputation for excellence in protecting workers from hazardous and life-threatening environments, their history of developing innovative and differentiated products and their strong market share positions in key product lines. In addition, these brand names have been in existence for multiple years and the Company has the ability and intent to continue supporting these brands. The impairment review for indefinite lived intangibles compares the fair value of each intangible to its carrying value. Based on the impairment test, the Company determined that no impairment of indefinite lived intangibles existed.
The Company’s other intangible assets with finite lives consist of brand names, customer relationships, technology and favorable leaseholds. The following table summarizes other intangible assets with finite lives:
| | December 31, 2005 | | December 31, 2006 | |
| | Gross
Amount | | Accumulated
Amortization | | Net
Carrying
Amount | | Gross
Amount | | Accumulated
Amortization | | Net
Carrying
Amount | |
Brand names | | $ | — | | $ | — | | $ | — | | $ | 210 | | $ | (123 | ) | $ | 87 | |
Customer relationships | | 160,478 | | (3,072 | ) | 157,406 | | 174,296 | | (12,050 | ) | 162,246 | |
Technology | | 20,910 | | (729 | ) | 20,181 | | 20,910 | | (2,823 | ) | 18,087 | |
Favorable Leaseholds | | 510 | | (57 | ) | 453 | | 510 | | (398 | ) | 112 | |
Total | | $ | 181,898 | | $ | (3,858 | ) | $ | 178,040 | | $ | 195,926 | | $ | (15,394 | ) | $ | 180,532 | |
Future amortization expense for other finite lived intangible assets held as of December 31, 2006, is as follows:
2007 | | $ | 11,522 | |
2008 | | 11,324 | |
2009 | | 11,324 | |
2010 | | 11,324 | |
2011 | | 11,324 | |
Thereafter | | 123,714 | |
| | $ | 180,532 | |
Income Taxes
The Company is a corporation. The Predecessor income is allocated to, and included in the individual returns of the unitholders of NSP Holdings which is treated as a partnership under federal tax law. The Successor income is included as part of the U.S. federal consolidated return of Safety Products. Certain of the Company’s subsidiaries are corporations which are subject to U.S. federal, state and local income taxes. For the Predecessor period the tax liability for these entities is calculated on a stand alone basis. For the Successor period, these entities are treated as filing as part of a consolidated group with the Company. Additionally, the Company’s foreign subsidiaries are subject to their respective foreign income tax reporting requirements.
Deferred income taxes are recognized for the difference in reporting of certain assets and liabilities for financial reporting and tax purposes. These temporary differences are determined by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Valuation allowances are provided against deferred tax assets which are not more likely than not to be realized. Deferred income taxes are not provided on the unremitted earnings of foreign subsidiaries because it has been the practice, and it is the intention, of the Company to continue to reinvest these earnings in the businesses outside the United States. The effect of a change in tax rates is recognized in the period that includes the enactment date. Tax contingencies are reserved (including related interest) for tax positions taken for which the likelihood of being sustained is considered to be less than probable. Tax contingency reserves are re-evaluated throughout the year taking into account new legislation, regulations, case law and tax audit results.
53
Advertising
The Company expenses advertising costs as incurred. Advertising expense was approximately $3,021, $2,422, $1,547 and $4,806 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005, and the year ended December 31, 2006, respectively.
Foreign Currency Translation
The accounts of foreign operations are measured using local currency as the functional currency. For those operations, assets and liabilities are translated into U.S. dollars at the end of period exchange rates and income and expenses are translated at average exchange rates for the period. Net adjustments resulting from such translation are accumulated as a separate component of other comprehensive income included in member’s equity. The accumulated balance of the foreign currency translation adjustments included as a component of the accumulated other comprehensive income amounted to $1,987 and $7,331 as of December 31, 2005 and 2006 respectively.
Long-Lived Assets
The Company evaluates its long-lived assets on an ongoing basis. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the related asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to future undiscounted cash flows expected to be generated by the asset. If the asset is determined to be impaired, the impairment recognized is measured by the amount by which the carrying value of the asset exceeds its fair value.
Fair Value of Financial Instruments
The Company’s financial instruments include cash and cash equivalents, the New Senior Credit Facility, notes payable, the New Senior Subordinated Notes and the Senior Pay In Kind Notes (see Note 7). The fair values of the Company’s financial instruments were not materially different from their carrying values at December 31, 2005 and 2006, with the exception of the Senior Pay In Kind Notes which had a carrying value of $148,464 and fair value of $165,946 as of December 31, 2006. The Company estimates the fair value of its obligations using the discounted cash flow method with interest rates currently available for similar obligations.
Insurance
Employee medical costs are insured under commercial excess policies. The Company covers the cost of such coverages up to certain retention limits. Insurance claim reserves for employee medical costs represent the estimated amounts necessary to settle outstanding claims, including claims that are incurred but not reported, based on the facts in each case and the Company’s experience with similar cases. These estimates are continually reviewed and updated, and any resulting adjustments are reflected in current income from operations.
The liability related to medical self-insurance was $2,520 and $ 2,505 as of December 31, 2005 and 2006, respectively. Medical self-insurance expense was approximately $6,270, $4,800, $3,109 and $7,621 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006, respectively.
Use of Estimates in the Consolidated Financial Statements
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Employee Benefit Plans
In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires an employer to recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status, measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes are reported in comprehensive income
54
and as a separate component of shareholders’ equity. SFAS No. 158 does not change the amount of net periodic benefit cost included in net earnings. The requirement to recognize the funded status of defined benefit postretirement plans is effective for the Company as of December 31, 2007, with early adoption permitted. The Company adopted the recognition and measurement provisions of SFAS No. 158 for the year ended December 31, 2006 and recognized $3,464 of accumulated comprehensive income, net of tax. This represented the net impact of a $5,672 decrease to pension , post-retirement and deferred compensation and a $2,208 decrease to deferred tax assets (see Note 9). The Company’s measurement date for its defined benefit and post-retirement benefit plans was December 31, 2006.
Management Incentive Compensation
Prior to December 31, 2005, the Company accounted for stock-based compensation programs according to the provisions of Accounting Principles Board Opinion (“ABP”) No. 25, Accounting for Stock Issued to Employees (“APB No. 25”), as permitted by SFAS No. 123, Accounting for Stock-Based Compensation. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123 (R), Share-Based Payments (“SFAS No. 123(R)”). As a result of adopting SFAS No. 123(R) on January 1, 2006, income before income taxes and net income for the year ended December 31, 2006, are $1,610 and $984 lower, respectively, than if the Company had continued to account for share-based compensation under APB No. 25. The application of the fair value provisions of SFAS No. 123(R) would not have had an impact on the Company’s results in 2005 (see Note 21).
Recent Accounting Pronouncements
In June 2006, the FASB issued Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes. The interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, and the Company will adopt FIN 48 as of January 1, 2007, as required. The Company is in the process of determining the effects, if any, that the adoption of FIN 48 will have on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for the Company as of the beginning of its fiscal year ended December 31, 2008. The Company is in the process of determining the effects, if any, that adoption of SFAS No. 157 will have on its financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115. This statement is intended to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. It also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. The statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, and it does not establish requirements for recognizing dividend income, interest income or interest expense. It also does not eliminate disclosure requirements included in other accounting standards. The Company is required to adopt SFAS No. 159 as of the beginning of its fiscal year ended December 31, 2008. The Company is in the process of determining the effects, if any, that adoption of SFAS No. 159 will have on its financial statements.
55
5. Property, Plant and Equipment
Property, plant and equipment consist of the following:
| | December 31,
2005 | | December 31,
2006 | |
Land | | $ | 8,271 | | $ | 8,656 | |
Buildings and improvements | | 15,989 | | 18,264 | |
Machinery and equipment | | 33,074 | | 41,695 | |
Dies and tooling | | 5,852 | | 7,276 | |
Furniture and fixtures | | 1,704 | | 3,138 | |
Computers and office equipment | | 4,479 | | 6,878 | |
Construction in progress | | 2,730 | | 1,995 | |
| | 72,099 | | 87,902 | |
Less: Accumulated depreciation | | (4,784 | ) | (18,275 | ) |
| | $ | 67,315 | | $ | 69,627 | |
6. Inventories
Inventories consist of the following:
| | December 31,
2005 | | December 31,
2006 | |
At FIFO cost: | | | | | |
Raw materials | | $ | 23,755 | | $ | 24,823 | |
Work in process | | 12,745 | | 13,756 | |
Finished goods | | 57,126 | | 70,799 | |
| | 93,626 | | 109,378 | |
Adjustment to LIFO cost | | (164 | ) | (1,108 | ) |
| | $ | 93,462 | | $ | 108,270 | |
7. Debt
The Company’s debt consists of the following:
| | December 31,
2005 | | December 31,
2006 | |
Revolving credit facilities | | $ | — | | $ | — | |
Term loan | | 152,390 | | 165,720 | |
Senior pay in kind notes | | 138,357 | | 155,090 | |
Senior subordinated notes | | 152,500 | | 152,500 | |
European term loans | | 248 | | 173 | |
Subordinated seller notes | | — | | 1,750 | |
Capital lease obligations | | 75 | | 205 | |
Unamortized discount on senior pay in kind notes | | (7,517 | ) | (6,626 | ) |
Unamortized premium on senior subordinated notes | | 7,186 | | 6,148 | |
| | 443,239 | | 474,960 | |
Less: Current maturities of long-term obligations | | 1,846 | | 4,820 | |
| | $ | 441,393 | | $ | 470,140 | |
On July 19, 2005, in conjunction with the Norcross Transaction, Norcross entered into a new Senior Credit Facility (the “New Credit Facility”) which provides for aggregate borrowings of $138,000, consisting of (a) a term loan in the amount of $88,000, payable in twenty-eight consecutive quarterly installments which commenced on September 30, 2005 and (b) a revolving credit facility in an aggregate principal amount of $50,000. The New Credit Facility is comprised of a U.S. revolving facility and a Canadian subfacility. The amount of the total U.S. revolving facility is an amount equal to $50,000 less the amount at such time outstanding under the Canadian subfacility. The amount of the total Canadian subfacility is an amount denominated in Canadian dollars having a U.S. dollar equivalent of $25,000 less the amount at such time outstanding under the U.S. revolving facility. At any time upon the request of the Company or the U.S. Subsidiary Borrowers (as defined in the New Credit Facility), one or more new term loan facilities may be added in any aggregate amount of up to $100,000 (and not less than
56
$10,000 for any such additional term loan), subject to certain conditions, the proceeds of which shall be used to finance permitted acquisitions, pay fees and related expenses thereto and to refinance indebtedness of the entity or associated with the assets to be so acquired. The New Credit Facility is subject to certain mandatory prepayments upon the occurrence of certain events, subject to certain exceptions set forth in the credit agreement. The proceeds of the New Credit Facility were used primarily to refinance the Former Credit Facility. As of December 31, 2006, the interest rate was 7.5% for the term loan.
Borrowings under the U.S. revolving facility and term loan bear interest at a rate per annum equal to our choice of (a) an alternate base rate (which is equal to the higher of (i) the rate of interest announced by Credit Suisse as its prime rate in effect and (ii) the federal funds rate plus 0.50%) or (b) the Eurodollar rate, plus an applicable margin. Borrowings under the Canadian subfacility bear interest at a rate per annum equal to the Canadian prime rate (which is the higher of (i) the rate of interest announced by Credit Suisse, Toronto Branch, as its reference rate then in effect for determining interest rates on Canadian dollar denominated commercial loans in Canada and (ii) the CDOR rate plus 0.50% per annum), plus an applicable margin, or with respect to banker’s acceptances or their equivalents, the discount rate (as defined in the credit agreement) plus an applicable margin.
Initially, the applicable margin with respect to the revolving credit facility was (a) 1.25% in the case of alternate base rate loans and Canadian dollar prime loans and (b) 2.25% in the case of Eurodollar rate loans and bankers’ acceptance rate loans. With respect to the term loan, the applicable margin will be (a) 1.00% in the case of alternate base rate loans and (b) 2.00% in the case of Eurodollar rate loans. After December 31, 2005, the margins applicable to the revolving credit facility and the U.S. swing line loans adjust on a sliding scale based on the total leverage ratio of Norcross and its subsidiaries. In addition, the Company will be required to pay to the lenders under the revolving credit facility an initial commitment fee in respect of the unused commitments thereunder at a per annum rate of 0.50%. After December 31, 2005, the commitment fee rate adjusts on a sliding scale based on the total leverage ratio of Norcross and its subsidiaries.
The U.S. revolver also provides for the issuance of letters of credit of up to $5,000 or in an amount which, when added to the aggregate outstanding amount under the U.S. and Canadian revolvers, will not exceed $50,000. The Canadian revolver provides for the issuance of letters of credit of up to Canadian $1,000 or in an amount which, when added to the aggregate outstanding principal amount under the Canadian revolver, will not exceed the U.S. equivalent of $25,000. At December 31, 2006, total letters of credit outstanding were $2,521 under the U.S. revolver and the Company had aggregate unused credit available of $47,479 under the U.S. and Canadian revolver.
On November 1, 2005, Norcross entered into the Incremental Facility Amendment to the New Credit Facility (the “Amendment”). Under the terms of the Amendment, Norcross, the U.S. Borrowers and the Lenders agreed to a total incremental term commitment from the Increasing Lenders of $65,000. Additionally, the Amendment required, among other things, that the proceeds of the incremental term loans be used for permitted acquisitions and the consolidated senior leverage ratio, after giving effect to the use of the proceeds, not exceed 3.25 to 1.00.
On June 9, 2006, Norcross entered into the Second Incremental Facility Amendment to the New Credit Facility (the “Second Amendment”). Under the terms of the Second Amendment, Norcross, the U.S. Borrowers and the Lenders agreed to a total incremental term commitment from the Increasing Lenders of $15,000. Additionally, the Second Amendment required, among other things, that the proceeds of the incremental term loans be used for permitted acquisitions and the consolidated senior leverage ratio, after giving effect to the use of the proceeds, not exceed 3.25 to 1.00.
On August 13, 2003, Norcross and Norcross Capital Corp. (“Capital”) issued $152,500 of 9.875% Senior Subordinated Notes due 2011 (the “New Senior Subordinated Notes”). In connection with the Norcross Transaction, Norcross entered into a supplemental indenture dated as of July 19, 2005 (the “Supplemental Indenture”) by and among Norcross, Capital, the guarantors listed on the signature pages thereto and Wilmington Trust Company, as trustee (the “Trustee”) under the indenture dated as of August 13, 2003 (the “Indenture”) providing for the issuance of the New Senior Subordinated Notes. Pursuant to the terms of the Supplemental Indenture, the definition of Permitted Holders was amended and the parties confirmed that the Requisite Consents (as defined in the Supplemental Indenture) had been delivered in order to waive Norcross’ obligations under the Change in Control covenant of the Indenture in connection with the Norcross Transaction.
On January 7, 2005, NSP Holdings and NSP Capital issued $100,000 of 11¾% senior pay in kind notes due 2012 the “Senior Notes”. The proceeds were used to: (i) make a payment in respect of preferred units of $60,000, $58,000 of which were payments in respect of accrued preferred yield and $2,000 of which was the return of a portion of the original capital contribution made by holders of NSP Holdings preferred units, (ii) make distributions in respect of the common units
57
of certain members of management of $2,000, and (iii) pay fees and expenses. The remainder of the net proceeds were used for general corporate purposes, including potential acquisitions and/or distributions to NSP Holdings’ unitholders.
In connection with the closing of the Norcross Transaction, the Company entered into a second supplemental indenture dated as of July 19, 2005 (the “Second Supplemental Indenture”) among NSP Holdings, NSP Capital, the Company and Wilmington Trust Company, as trustee (the “Trustee”) under the indenture dated as of January 7, 2005 (the “Indenture”) by and among NSP Holdings, NSP Capital and the Trustee providing for the issuance of the Senior Notes. Pursuant to the terms of the Second Supplemental Indenture, the Company assumed all of the rights, powers, commitments, obligations and liabilities of NSP Holdings under the Indenture and the Senior Notes.
On July 19, 2005, the Company sold $25,000 in principal amount of 11¾% senior pay in kind notes due 2012 (the “New Notes”). The New Notes were sold pursuant to a purchase agreement, dated June 28, 2005 (the “Purchase Agreement”), by and between the Company and Credit Suisse First Boston, LLC (the “Initial Purchaser”). The New Notes were issued pursuant to the Indenture. Pursuant to the term of the Purchase Agreement, the New Notes were sold to the Initial Purchaser and were resold to qualified institutional buyers in compliance with the exemption from registration.
The New Credit Facility and New Senior Subordinated Notes contain certain covenants restricting the Company’s ability to: (i) incur additional indebtedness, (ii) dispose of property or issue capital stock, (iii) declare or pay dividends or redeem or repurchase capital stock, (iv) make capital expenditures, (v) make loans or investments, (vi) prepay, amend, or otherwise alter debt and other material agreements, (vii) transact with affiliates, and (viii) engage in sale and leaseback transactions. The Company is also subject to certain financial covenants including the maintenance of minimum interest and fixed charge coverage ratios and a total leverage ratio.
The New Credit Facility is secured by a first priority lien on substantially all of the Company’s property and assets. The New Senior Subordinated Notes are general unsecured obligations of the Company that are subordinate to borrowings under the New Credit Facility and European term loans. The New Credit Facility and the New Senior Subordinated Notes are guaranteed by the Company’s domestic subsidiaries and by Safety Products. In addition, borrowing under the Canadian revolver are guaranteed by the Canadian subsidiaries.
Revolving credit facilities in Europe permit borrowings of up to €2,717, of which €2,717 was available at December 31, 2006.
Aggregate maturities of long-term debt at December 31, 2006 are as follows:
2007 | | $ | 4,820 | |
2008 | | 2,478 | |
2009 | | 2,434 | |
2010 | | 31,816 | |
2011 | | 231,698 | |
Thereafter | | 201,714 | |
| | $ | 474,960 | |
Interest paid during the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006 was approximately $20,599, $12,047, $9,406 and $26,935, respectively.
8. Income Taxes
For the Predecessor, certain of the Company’s subsidiaries are subject to foreign and U.S. federal, state and local income taxes. The components of “Income before income taxes and minority interest,” for the C corporations subject to foreign and U.S. federal, state and local income taxes consist of U.S. income of $11,078 and $12,516 and foreign income of $6,107 and $5,244, for the year ended December 31, 2004 and the period from January 1, 2005 through July 19, 2005, respectively.
For the Successor, Safety Products and its U.S. subsidiaries file a consolidated U.S. corporate income tax return. The income and losses attributable to all other subsidiaries and the U.S. and foreign income taxes attributable to such income or losses are reported in full. The components of “Income (loss) before income taxes and minority interest,” for the subsidiaries subject to foreign and U.S. federal, state and local income taxes consist of U.S. (losses) income of $(5,739) and $2,889 and foreign (losses) income of $(24) and $12,207, for the period from July 20, 2005 through December 31, 2005 and year ended December 31, 2006, respectively.
58
The income tax expense (benefit) on income (loss) before income taxes and minority interest consists of the following:
| | Predecessor | | Successor | |
| | Year Ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year Ended
December 31,
2006 | |
| | (dollars in thousands) | |
Current: | | | | | | | | | |
Federal | | $ | 207 | | $ | 185 | | $ | 33 | | $ | (93 | ) |
State and local | | 171 | | 165 | | 232 | | 1,838 | |
Foreign | | 3,230 | | 2,886 | | 1,402 | | 5,054 | |
Total current provision | | 3,608 | | 3,236 | | 1,667 | | 6,799 | |
Deferred: | | | | | | | | | |
Federal | | — | | — | | (1,223 | ) | 723 | |
State and local | | — | | — | | (210 | ) | 304 | |
Foreign | | (413 | ) | 383 | | (1,229 | ) | (1,617 | ) |
Total deferred (benefit) expense | | (413 | ) | 383 | | (2,662 | ) | (590 | ) |
Income tax expense (benefit) | | $ | 3,195 | | $ | 3,619 | | $ | (995 | ) | $ | 6,209 | |
The income tax expense (benefit) differs from the amount of income tax expense (benefit) computed by applying the U.S. federal income tax rate to income (loss) before income taxes and minority interest. A reconciliation of the difference is as follows:
| | Predecessor | | Successor | |
| | Year Ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year Ended
December 31,
2006 | |
| | (dollars in thousands) | |
Income tax expense (benefit) at statutory federal tax rate | | $ | 4,851 | | $ | (3,791 | ) | $ | (2,017 | ) | $ | 5,283 | |
Adjustment for limited liability company income included in the return of the unit holders of NSP Holdings | | 1,154 | | 9,852 | | — | | — | |
C corporation income tax expense at statutory federal tax rate | | 6,005 | | 6,061 | | (2,017 | ) | 5,283 | |
Increase (decrease) resulting from: | | | | | | | | | |
State and local taxes, net of federal benefit | | 110 | | 33 | | (60 | ) | 1,179 | |
Foreign subsidiaries’ tax rate differences | | (353 | ) | 1,219 | | 154 | | (168 | ) |
Change in valuation allowance—U.S. | | (3,711 | ) | (4,407 | ) | — | | — | |
Change in valuation allowance—Foreign | | 415 | | — | | (6 | ) | — | |
Change in deferred tax rate | | — | | — | | — | | (1,360 | ) |
Nondeductible depreciation, amortization and other expenses | | (149 | ) | 46 | | 68 | | — | |
Other | | 878 | | 667 | | 866 | | 1,275 | |
Income tax expense (benefit) | | $ | 3,195 | | $ | 3,619 | | $ | (995 | ) | $ | 6,209 | |
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The tax effect of temporary differences that gave rise to deferred tax assets and liabilities consist of the following:
| | December 31, | | December 31, | |
| | 2005 | | 2006 | |
Deferred tax assets: | | | | | |
United States net operating loss carryforwards | | $ | 6,065 | | $ | 7,911 | |
Inventories—Principally obsolescence reserves | | 2,607 | | 3,000 | |
Intangibles—Principally covenant not to compete | | 3,866 | | 1,086 | |
Pensions and deferred compensation | | 12,439 | | 5,232 | |
Allowance for doubtful accounts | | 244 | | 279 | |
Other—Principally accruals | | 5,032 | | 7,066 | |
Total deferred tax asset | | 30,253 | | 24,574 | |
Deferred tax liabilities: | | | | | |
Property, plant, and equipment | | 13,682 | | 11,712 | |
LIFO reserve | | 2,426 | | 2,824 | |
Intangible assets | | 59,136 | | 62,203 | |
Other—Principally inventory step-up | | 2,047 | | 1,152 | |
Total deferred tax liabilities | | 77,291 | | 77,891 | |
Net deferred tax liability | | $ | (47,038 | ) | $ | (53,317 | ) |
The U.S. net operating losses expire beginning in 2018. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. For the years ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the Predecessor began to generate taxable income and utilized a portion of its net operating loss carryforward; which resulted in a decrease in the valuation allowance. For the Successor, no valuation reserve is recorded due primarily to two factors: 1) the change in the Company’s tax structure which allows all U.S. subsidiaries to file a consolidated federal return and 2) the creation of significant deferred tax liabilities in purchase accounting which can be offset by the Company’s deferred tax assets, allowing full recognition of the assets.
Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $24,572 at December 31, 2006. These earnings are considered to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes has been provided thereon. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical calculation.
The income tax expense (benefit) for the Predecessor differs from the amount of income tax expense computed by applying the U.S. federal income tax rate to income (loss) before income taxes and minority interest primarily due to: 1) the tax structure of certain U.S. subsidiaries which requires income taxes to be distributed to and paid by the unitholders, 2) net operating loss carryforwards in the United States and 3) the settlement of income tax audits in Canada and the Netherlands.
The income tax expense (benefit) for the Successor differs from the amount of income tax expense computed by applying the U.S. federal income tax rate to income (loss) before income taxes and minority interest primarily due to state income taxes and changes in enacted future tax rates in certain foreign jurisdictions which impacted our deferred tax assets and liabilities.
Income taxes paid during the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006 were $1,327, $2,548, $3,895 and $5,677, respectively.
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9. Employee Benefit Plans
The Company sponsors a tax-qualified, defined-benefit pension plan covering the majority of all U.S.-based employees. Effective December 31, 2006, the Company froze the plan and therefore, employees will no longer accrue benefits under the plan. Through December 31, 2006, the pension plan’s benefits were based on years of service, employment with the Company, retirement date, and compensation or stated amounts for each year of service. The Company’s funding policy is to annually contribute amounts sufficient to meet the minimum funding requirements under the Employee Retirement Income Security Act of 1974.
Additionally, the Company has a nonqualified defined-benefit pension plans covering employees who were highly compensated. Effective December 31, 2006, the Company froze this plan and therefore, employees will no longer accrue benefits under the plans.
The majority of the Company’s U.S.-based employees are covered by postretirement health and life insurance benefit plans. Effective December 31, 2006, participation in the plan was limited to employees over the age of 55 with 10 years of service. The expected cost of these benefits is recognized during the years that employees render services. Retiree contributions are required depending on the year of retirement and the number of years of service at the time of retirement.
As a result of the amendments to the tax-qualified and nonqualified pension plans and postretirement health and life insurance benefit plans as discussed above, the Company recorded a non-cash curtailment gain of $6,751 in 2006, which is reflected in general and administrative expenses.
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The following table sets forth the details of the funded status of the pension and post-retirement plans, the amounts recognized in the consolidated statements of financial position, the components of net periodic benefit cost, and the weighted-average assumptions used in determining these amounts:
| | Predecessor | | Successor | |
| | January 1, 2005
through
July 19, 2005 | | July 20, 2005
through
December 31, 2005 | | Year ended
December 31, 2006 | |
| | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | |
| | | | | | | | | | | | | |
Change in benefit obligation: | | | | | | | | | | | | | |
Benefit obligation at beginning of period | | $ | 64,694 | | $ | 1,440 | | $ | 70,567 | | $ | 1,483 | | $ | 73,309 | | $ | 1,404 | |
Fibre-Metal opening obligation | | — | | — | | 3,085 | | — | | — | | — | |
Service cost | | 903 | | 14 | | 855 | | 12 | | 2,170 | | 25 | |
Interest cost | | 1,960 | | 43 | | 1,692 | | 34 | | 4,018 | | 72 | |
Benefits paid | | (1,698 | ) | (250 | ) | (897 | ) | (162 | ) | (2,950 | ) | (192 | ) |
Actuarial loss (gain) | | 4,708 | | 237 | | (1,993 | ) | 37 | | (2,413 | ) | (37 | ) |
Curtailment gain | | — | | — | | — | | — | | (6,626 | ) | (125 | ) |
Benefit obligation at end of period | | $ | 70,567 | | $ | 1,484 | | $ | 73,309 | | $ | 1,404 | | $ | 67,508 | | $ | 1,147 | |
Change in plan assets: | | | | | | | | | | | | | |
Fair value of plan assets at beginning of period | | $ | 37,854 | | $ | — | | $ | 40,083 | | $ | — | | $ | 44,870 | | $ | — | |
Fibre-Metal opening plan assets | | — | | — | | 3,053 | | — | | — | | — | |
Actual return on plan assets | | 1,052 | | — | | 863 | | — | | 5,709 | | — | |
Employer contribution | | 2,876 | | 250 | | 1,768 | | 162 | | 5,234 | | 192 | |
Benefits paid | | (1,698 | ) | (250 | ) | (897 | ) | (162 | ) | (2,950 | ) | (192 | ) |
Fair value of plan assets at end of period | | $ | 40,084 | | $ | — | | $ | 44,870 | | $ | — | | $ | 52,863 | | $ | — | |
Reconciliation of amount recognized in the consolidated balance sheets: | | | | | | | | | | | | | |
Accumulated benefit obligation | | $ | (63,524 | ) | $ | (1,484 | ) | $ | (66,561 | ) | $ | (1,404 | ) | $ | (67,508 | ) | $ | (1,147 | ) |
Effect of salary projection | | (7,043 | ) | — | | (6,748 | ) | — | | — | | — | |
Projected benefit obligation | | (70,567 | ) | (1,484 | ) | (73,309 | ) | (1,404 | ) | (67,508 | ) | (1,147 | ) |
Market value of assets | | 40,084 | | — | | 44,870 | | — | | 52,863 | | — | |
Funded status | | (30,483 | ) | (1,484 | ) | (28,439 | ) | (1,404 | ) | (14,645 | ) | (1,147 | ) |
Unrecognized actuarial loss (gain) | | 21,538 | | 1,331 | | (1,223 | ) | 37 | | (5,672 | ) | — | |
Unrecognized prior service cost | | 36 | | 109 | | — | | — | | — | | — | |
Amount recognized at end of period | | $ | (8,909 | ) | $ | (44 | ) | $ | (29,662 | ) | $ | (1,367 | ) | $ | (20,317 | ) | $ | (1,147 | ) |
Net amount recognized in the consolidated balance sheets: | | | | | | | | | | | | | |
Accrued benefit liability | | $ | (23,440 | ) | $ | (44 | ) | $ | (29,662 | ) | $ | (1,367 | ) | $ | (20,317 | ) | $ | (1,147 | ) |
Intangible asset | | 36 | | — | | — | | — | | — | | — | |
Accumulated other comprehensive loss (income) | | 14,495 | | — | | — | | — | | (5,672 | ) | — | |
Net amount recognized at end of period | | $ | (8,909 | ) | $ | (44 | ) | $ | (29,662 | ) | $ | (1,367 | ) | $ | (14,645 | ) | $ | (1,147 | ) |
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| | Predecessor | | Successor | |
| | January 1, 2005
through
July 19, 2005 | | July 20, 2005
through
December 31, 2005 | | Year ended
December 31, 2006 | |
| | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | |
Change in accrued benefit cost: | | | | | | | | | | | | | |
Accrued benefit cost at beginning of year | | $ | 10,171 | | $ | 180 | | $ | 30,483 | | $ | 1,483 | | $ | 29,662 | | $ | 1,367 | |
Fibre-Metal opening accrued benefit cost | | — | | — | | 32 | | — | | — | | — | |
Net periodic benefit cost | | 1,614 | | 114 | | 914 | | 46 | | 2,515 | | 97 | |
Contributions | | (2,876 | ) | (250 | ) | (1,767 | ) | (162 | ) | (5,234 | ) | (192 | ) |
Curtailment gain | | — | | — | | — | | — | | (6,626 | ) | (125 | ) |
Accrued benefit cost at December 31 | | $ | 8,909 | | $ | 44 | | $ | 29,662 | | $ | 1,367 | | $ | 20,317 | | $ | 1,147 | |
Weighted average assumptions used to determine year end benefit obligation: | | | | | | | | | | | | | |
Discount rate | | 5.25 | % | 5.25 | % | 5.50 | % | 5.50 | % | 5.90 | % | 5.90 | % |
Rate of compensation increase | | 4.00 | % | — | | 4.00 | % | — | | 4.00 | % | — | |
| | Predecessor | | Successor | |
| | Year ended
December 31, 2004 | | January 1, 2005
through
July 19, 2005 | | July 20, 2005
through
December 31, 2005 | | Year ended
December 31, 2006 | |
| | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | |
Components of net benefit cost: | | | | | | | | | | | | | | | | | |
Service cost | | $ | 1,566 | | $ | 26 | | $ | 903 | | $ | 14 | | $ | 855 | | $ | 12 | | $ | 2,170 | | $ | 25 | |
Interest cost | | 3,511 | | 82 | | 1,961 | | 43 | | 1,692 | | 34 | | 4,018 | | 72 | |
Expected return on plan assets | | (2,683 | ) | — | | (1,780 | ) | — | | (1,633 | ) | — | | (3,673 | ) | — | |
Amortization of prior service cost | | 5 | | 18 | | 3 | | 9 | | — | | — | | — | | — | |
Amortization of actuarial loss | | 886 | | 85 | | 527 | | 48 | | — | | — | | — | | — | |
Net periodic expense | | 3,285 | | 211 | | 1,614 | | 114 | | 914 | | 46 | | 2,515 | | 97 | |
Curtailment gain | | — | | — | | — | | — | | — | | — | | (6,626 | ) | (125 | ) |
Net expense (income) | | $ | 3,285 | | $ | 211 | | $ | 1,614 | | $ | 114 | | $ | 914 | | $ | 46 | | $ | (4,111 | ) | $ | (28 | ) |
Weighted-average assumptions used to determine net periodic benefit cost are as follows: | | | | | | | | | | | | | | | | | |
Discount rate | | 6.00 | % | 6.00 | % | 5.75 | % | 5.75 | % | 5.25 | % | 5.25 | % | 5.50 | % | 5.50 | % |
Expected return on plan assets | | 8.50 | % | — | | 8.50 | % | — | | 8.50 | % | — | | 8.00 | % | — | |
Rate of compensation increase | | 4.00 | % | — | | 4.00 | % | — | | 4.00 | % | — | | 4.00 | % | — | |
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The long-term rate of return on plan assets assumption is reviewed annually. An investment model is used to determine an expected rate of return based on current investment allocation. The investment model considers past performance and forward looking assumptions for each asset class based on current market indices, key economic indicators and assumed long-term rate of inflation. The long-term rate of return assumption is adjusted, as needed, such that it falls between the 25th and 75th percentile expected return generated from the model.
The Company’s investment philosophy is to diversify the pension assets subject to a specified asset allocation policy. The Company rebalances the asset classes to stay within an acceptable range around the targeted allocation. The philosophy recognizes that the primary objective for the management of the assets is to maximize return commensurate with the level of risk undertaken. With the understanding that investment returns are largely uncertain from year to year, the basic return objective is to be achieved over an averaging period no greater than three to five years in duration. The assets are invested in both indexed funds and actively managed funds, depending on the asset class.
The Company’s plan asset allocation at December 31, 2005 and 2006, and target allocation for 2007, by asset category are as follows:
| | | | | | | | Target | |
| | December 31, | | Allocation | |
| | 2005 | | 2006 | | 2007 | |
| | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | | Pension
Benefits | | Post-
Retirement
Benefits | |
Equity securities | | 60 | % | — | % | 60 | % | — | % | 60 | % | — | % |
Debt securities | | 40 | % | — | % | 40 | % | — | % | 40 | % | — | % |
Future expected benefit payments as of December 31, 2006, is as follows:
2007 | | $ | 3,265 | |
2008 | | 3,455 | |
2009 | | 3,646 | |
2010 | | 3,867 | |
2011 | | 4,172 | |
Thereafter | | 24,624 | |
| | $ | 43,029 | |
The Company expects 2007 contributions for pension and post-retirement benefits to be approximately $4,076. The Company does not expect any amounts included in accumulated comprehensive income as of December 31, 2006 to be recognized as expense for the year ended December 31, 2007 due to the pension freeze discussed above.
The Company also sponsors defined-contribution plans covering substantially all of its U.S.-based employees. The Company’s contribution to these plans ranges from 0% to 4% of a participant’s salary. In addition, the Company may elect to make discretionary contributions to some of the plans. The amount expensed for various match provisions of the plans was $907, $558, $406, and $1,104 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005, and the year ended December 31, 2006, respectively.
10. Lease Commitments
The Company leases certain assets whose terms and conditions qualify the obligations for treatment as capital leases.
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The Company also leases certain facilities under various noncancelable operating lease agreements. Future minimum lease payments under capital and noncancelable operating leases as of December 31, 2006, are as follows:
| | Capital Leases | | Operating
Leases | |
2007 | | $ | 83 | | $ | 7,065 | |
2008 | | 83 | | 5,977 | |
2009 | | 69 | | 5,119 | |
2010 | | — | | 4,288 | |
2011 | | — | | 2,754 | |
Thereafter | | — | | 10,720 | |
Total minimum lease payments | | 235 | | $ | 35,923 | |
Less: Amount representing interest | | 30 | | | |
Present value of net minimum capital lease payments | | 205 | | | |
Less: Current portion of obligations under capital leases | | 68 | | | |
Obligations under capital leases, excluding current installments | | $ | 137 | | | |
Rent expense was $5,513, $3,488, $2,676 and $7,314 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005, and the year ended December 31, 2006, respectively.
11. 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 December 31, 2006, 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 632 lawsuits involving respirators allegedly manufactured and sold by it or its predecessors. The Company is also monitoring an additional 12 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 644 lawsuits represent a total of approximately 8,746 plaintiffs. Approximately 85% of these lawsuits involve plaintiffs alleging injury resulting from exposure to silica dust, with the remainder alleging injury resulting from exposure to other dust particles, including asbestos. These lawsuits typically allege that the purposed 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, Inc. 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, Inc., 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 the October 1998 acquisition of the North Safety Products business. The Company believes that Invensys has the ability to pay these claims based on its current financial position, as publicly disclosed by Invensys.
Effective July 1, 2006, the Company entered into a joint defense agreement through December 31, 2008 with the former owners of the North Safety Products business (the “Joint Defense Agreement” or “JDA”). Under the terms of the Joint Defense Agreement, the Company agreed to pay a weighted average percentage of defense costs (including legal fees, expert witnesses and out of pocket expenses) associated with defending the Company
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and the prior owners of the North Safety Products business subject to a cap of $525, $960 and $1,000 for the period from July 1, 2006 through December 31, 2006, the year ended December 31, 2007 and the year ended December 31, 2008, respectively. The cap excludes settlement costs and other costs incurred exclusively by the Company (including trial costs and special requests of counsel), which it be required to pay under the JDA. Separately, the Company agreed to pay Invensys $200 related to settled cases through June 30, 2006 in which Invensys claimed that the period of alleged exposure included periods after October 1998.
Although the JDA expires on December 31, 2008, the Company expects to incur additional defense and settlement costs beyond this date. The Company will consider its alternatives for defending the claims as the JDA nears expiration and determine the appropriate course of action, which would include an extension of the JDA.
Based upon information provided to the Company by Invensys, the Company believes activity related to these lawsuits was as follows for the periods indicated:
| | 2004 | | 2005 | | 2006 | |
| | Plaintiffs | | Cases | | Plaintiffs | | Cases | | Plaintiffs | | Cases | |
Beginning lawsuits | | 24,002 | | 680 | | 25,944 | | 858 | | 18,459 | | 1,148 | |
New lawsuits | | 4,658 | | 372 | | 2,226 | | 587 | | 653 | | 498 | |
Settlements | | (546 | ) | (46 | ) | 24 | | (32 | ) | (5 | ) | (5 | ) |
Dismissals and other | | (2,170 | ) | (148 | ) | (9,735 | ) | (265 | ) | (10,361 | ) | (997 | ) |
Ending lawsuits | | 25,944 | | 858 | | 18,459 | | 1,148 | | 8,746 | | 644 | |
Both the rate of new filings and the number of existing claimants have declined dramatically since 2003 as courts and legislatures have tightened the rules on when and where the silica claims can be pursued in an effort to reduce the large number of unmeritorious claims. The new rules make bringing silica cases on a mass level much less attractive to the plaintiffs’ bar. Plaintiffs’ attorneys in many jurisdictions can no longer (1) find a worker with some stated exposure to silica, (2) take a X-ray of his chest, (3) have it interpreted as demonstrating lung shadows by a radiologist, (4) then file a single lawsuit in a dangerous venue with hundreds of other plaintiffs against hundreds of defendants with the pleading containing little more than the parties’ names and some standard pleading language. More specifically, the legislatures of at least seven states — including former hotbeds of silica litigation such as Texas, Florida and Ohio — passed impairment-criteria legislation that redefined injury. These acts force plaintiffs to prove impairment as a result of their exposure to qualify for judicial treatment. The same legislation requires that each silica claimant be tried individually, and not in the multiple plaintiff format in which the potential for large verdicts resulted from increased plaintiffs and where a few meritorious claims could increase the value of unmeritorious ones. Further tort reform in Texas created a state-wide multi-district litigation (“MDL”) wherein one judge presides over the pretrial of all Texas-silica cases. In Mississippi, the Supreme Court changed the venue rules making it much more difficult to file out-of-state plaintiffs there. The Mississippi court also changed the pleading requirements making the plaintiffs’ attorneys include plaintiff-specific allegations against each defendant sued, instead of the vague allegations against hundreds of defendants.
Plaintiffs have asserted specific dollar claims in approximately 28% of the approximately 632 cases pending as of December 31, 2006 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 632 complaints maintained in the Company’s records, 454 do not specify the amount of damages sought, 25 generally allege damages in excess of $50, one alleges compensatory damages in excess of $50 and an unspecified amount of punitive damages, 81 allege compensatory damages and punitive damages, each in excess of $25, two generally allege damages in excess of $100, four allege compensatory damages and punitive damages, each in excess of $50, 20 generally allege damages in excess of $15,000, one generally alleges damages of $23,000, one alleges compensatory damages and punitive damages, each in excess of $10, four allege general damages of $18,000 and punitive damages of $10,000, two allege general damages of $13,000 and punitive damages of $10,000, one alleges compensatory and punitive damages, each in excess of $15, one alleges punitive damages in
66
excess of $25, one alleges punitive damages in excess of $50, nine generally allege damages in excess of $15, 12 generally allege damages in excess of $25, one alleges compensatory damages of $18,000 and punitive damages of $10,000, one alleges punitive damages of $13,500 and compensatory damages of $10,000, one alleges punitive damages of $13,000 and compensatory damages of $10,000, seven allege compensatory damages of $13,000 and punitive damages of $10,000, one alleges compensatory and punitive damages, each of $15 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 12 monitored cases, and therefore it does not know whether these cases allege specific damages, or if so, the amount of such damages, but is 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 Predecessor recorded a $1,250 reserve for respiratory claims during the year ended December 31, 2004. The Predecessor reevaluated this reserve in its first and second quarter 2005 financial statements and concluded the $1,250 recorded reserve continued to be its best estimate of the probable loss for the respiratory contingency.
In the July 2005 acquisition purchase accounting (as first reported in the Form 10-Q for the third quarter of 2005), the Company carried forward the $1,250 liability for this pre-acquisition contingency. Although management concluded that it was likely their estimate of this pre-acquisition contingent liability would be increased during the purchase accounting allocation period as the new ownership finalized their strategy for addressing the liability and gathered information (primarily related to case information and the working relationship among the prior owners of North), it was unlikely the amount would be lower than the amount recorded by the Predecessor. Thus, the $1,250 amount represented the low end of a probable loss range, subject to further adjustment during the allocation period.
In December 2005, the Company began negotiations with the former owners of the North business to enter into the JDA. The Company determined that the liability should be increased to $5,000 as of December 31, 2005 as part of the purchase price allocation process. The $5,000 reserve as of December 31, 2005 represented management’s best estimate of the liability based on the current status of negotiations. As of December 31, 2005, the estimate was still preliminary as the Company was awaiting finalization of the JDA negotiation process.
As discussed above, the Company entered into the JDA effective July 1, 2006 and completed its evaluation of the reserve. After all information was obtained, the Company adjusted the reserve to $7,000 as part of the purchase price allocation process during the permitted allocation period. As of December 31, 2006, the reserve balance is $6.8 million.
The final estimated amount recorded in purchase accounting related entirely to losses incurred before the July 2005 acquisition. The Company’s final estimate of the probable loss for the respiratory contingency incorporated the new ownerships’ decision to enter into the JDA. The decision represented a significantly different plan as new ownership agreed to assume losses related to claims with unknown years of exposure. In addition, the decision to enter the JDA was being considered from the date of the acquisition and the ultimate decision was made during the allocation period.
The Company believes that this reserve represents a reasonable estimate of its probable and estimable liabilities for product claims alleging injury resulting from exposure to silica dust and other particles, including asbestos. The Company believes that a five-year projection of claims and related defense costs is the most reasonable approach. This reserve will be 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.
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In connection with an ongoing dispute, one of the Company’s competitors has filed a complaint against it alleging that the Company has made a series of misrepresentations concerning this competitor and its products. The complaint seeks a retraction of all statements alleged to have been made by the Company and unspecified damages, including legal fees. A bench trial on the issue of liability was held in February 2006 and the matter is now awaiting ruling by the court. The Company intends to vigorously defend against these claims.
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 its 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.
12. Restructuring and Merger-Related Charges
In conjunction with the Fibre-Metal Transaction, the Company initiated a restructuring plan to close the Fibre-Metal manufacturing facility located in Concordville, Pennsylvania and move production to its Cranston, Rhode Island and Mexicali, Mexico facilities. In addition, the Company plans to close certain Fibre-Metal distribution centers and integrate Fibre-Metal distribution into its existing distribution facilities. The Company initiated this plan in order to increase profitability through utilizing excess capacity at its existing plants and moving manufacturing to locations with favorable labor costs. The Company expects to complete the plan in the second quarter of 2007. As of the date of the Fibre-Metal Transaction, the Company recorded an accrual for costs associated with the plan of $1,716, comprised of $1,383 in severance costs and $333 in facility closure and other exit costs. The restructuring liability is classified within the accrued expenses caption on the consolidated balance sheet.
A rollforward of the restructuring liability is as follows:
| | Severance
and
severance
related
costs | | Facility
closure and
other exit
costs | | Total | |
Balance at November 2, 2005 | | $ | 1,383 | | $ | 333 | | $ | 1,716 | |
Payments | | — | | — | | — | |
Balance as of December 31, 2005 | | 1,383 | | 333 | | 1,716 | |
Payments | | (345 | ) | (163 | ) | (508 | ) |
Effect of foreign currency translation | | 1 | | 3 | | 4 | |
Balance as of December 31, 2006 | | $ | 1,039 | | $ | 173 | | $ | 1,212 | |
In conjunction with the White Rubber Transaction, the Company initiated a restructuring plan to move certain production and distribution functions located in Ohio and Washington to its Charleston, South Carolina, Skokie, Illinois and Chicago, Illinois facilities. The Company initiated this plan in order to increase profitability by utilizing excess capacity and consolidating distribution functions. The Company expects to complete the plan in the second quarter of 2007. As of the date of the White Rubber Transaction, the Company recorded an accrual for costs associated with the plan of $1,018, comprised of severance and severance related costs. Since the White Rubber Transaction there have been $177 of payments recorded against the liability. The restructuring liability is classified within the accrued expenses caption on the consolidated balance sheet.
The Company also recorded $1,539 of restructuring and merger-related charges related to plant relocations and acquisition integration activities during the year ended December 31, 2006.
13. Related Party Transactions
The Company leases a facility in Dayton, Ohio from American Firefighters Cooperative, Inc., a corporation controlled by William L. Grilliot, President—Fire Service. The initial term of the lease ended on February 28, 2005, and was extended through April 30, 2009. The base rent is $348 per year, payable in monthly installments. In addition, the Company must also pay American Firefighters Cooperative, Inc. all general and special assessments of every kind, as additional rent during the term of the lease. The rent paid was $366, $218, $155 and $382 for the year ended December 31, 2004, the period from January 1, 2005 through July 19, 2005, the period from July 20, 2005 through December 31, 2005 and the year ended December 31, 2006, respectively.
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The Company leases a facility in Ohatchee, Alabama from WKDG, Properties, LLC, a limited liability company controlled by Ernest Paffumi, our Vice President and General Manager-American Firewear and Robert Morgan, our Vice President of Production and Purchasing-American Firewear. The lease began February 2, 2006 and has a six year term with the option to renew the lease for two periods of three years. The base rent is $146 per year, payable in monthly installments. In addition, the Company must also pay WKDG, Properties, LLC the actual amount of all real estate taxes and operating expenses of every kind, as additional rent during the term of the lease. The rent paid for the year ended December 31, 2006 was $134.
14. Segment Data
The Company has three reporting segments (each of which are operating segments): general safety and preparedness, fire service, and electrical safety. General safety and preparedness offers products to a wide variety of industries, including manufacturing, agriculture, automotive, construction, food processing and pharmaceutical industries and the military, under the North, Ranger, Servus, KCL, Fibre-Metal and NEOS brand names. The product offering includes respiratory protection, protective footwear, hand protection, eye, head and face protection, first aid, hearing protection and fall protection. The Company sells its general safety and preparedness products primarily through industrial distributors. Fire service offers personal protection equipment for the fire service market, providing firefighters head-to-toe protection. The product offering includes bunker gear, fireboots, helmets, gloves and other accessories. The Company markets its products under the Total Fire Group umbrella, using the brand names of Morning Pride, Ranger, Servus, American Firewear and Pro-Warrington. The Company sells its fire service products primarily through specialized fire service distributors. Electrical safety offers personal protection equipment for the utility market under the Salisbury, Servus and Safety Line brands. The product offering includes linemen equipment, gloves, sleeves and footwear. The Company distributes its electrical safety products through specialized distributors, test labs, utilities, and electrical contractors.
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The following table presents information about the Company by segment:
| | General
Safety and
Preparedness | | Fire
Service | | Electrical
Safety | | Corporate | | Eliminations | | Total | |
Predecessor Company | | | | | | | | | | | | | |
Year ended December 31, 2004 | | | | | | | | | | | | | |
Net sales—third parties | | $ | 308,576 | | $ | 78,881 | | $ | 51,042 | | $ | — | | $ | — | | $ | 438,499 | |
Net sales—intersegment | | 9,684 | | — | | | | — | | (9,684 | ) | — | |
Income (loss) from operations | | 31,112 | | 14,972 | | 11,148 | | (6,083 | ) | — | | 51,149 | |
Strategic alternatives | | — | | — | | — | | 616 | | — | | 616 | |
Interest expense | | 22,385 | | 52 | | — | | 13,525 | | — | | 35,962 | |
Income tax expense | | 2,734 | | 238 | | — | | 223 | | — | | 3,195 | |
Depreciation and amortization | | 9,868 | | 413 | | 1,482 | | 608 | | — | | 12,371 | |
Purchase of plant, property and equipment | | 5,028 | | 480 | | 915 | | — | | — | | 6,423 | |
Period from January 1, 2005 through July 19, 2005 | | | | | | | | | | | | | |
Net sales—third parties | | 186,434 | | 51,702 | | 33,558 | | — | | — | | 271,694 | |
Net sales—intersegment | | 5,548 | | — | | — | | — | | (5,548 | ) | — | |
Income (loss) from operations | | 19,937 | | 9,332 | | 8,442 | | (19,481 | ) | — | | 18,230 | |
Interest expense | | 13,112 | | 14 | | — | | 11,458 | | — | | 24,584 | |
Income tax expense | | 3,373 | | 146 | | — | | 100 | | — | | 3,619 | |
Depreciation and amortization | | 5,319 | | 238 | | 944 | | 5 | | — | | 6,506 | |
Purchase of plant, property and equipment | | 3,349 | | 91 | | 810 | | — | | — | | 4,250 | |
Successor Company | | | | | | | | | | | | | |
Period from July 20, 2005 through December 31, 2005 | | | | | | | | | | | | | |
Net sales—third parties | | 146,103 | | 36,213 | | 27,080 | | — | | — | | 209,396 | |
Net sales—intersegment | | 3,750 | | — | | — | | — | | (3,750 | ) | — | |
Income (loss) from operations | | 7,667 | | 2,574 | | 4,352 | | (2,876 | ) | — | | 11,717 | |
Interest expense | | 9,496 | | 3 | | — | | 8,146 | | — | | 17,645 | |
Income tax expense | | 810 | | 1,086 | | — | | (2,891 | ) | — | | (995 | ) |
Depreciation and amortization | | 7,448 | | 2,731 | | 2,180 | | 2 | | — | | 12,361 | |
Purchase of plant, property and equipment | | 4,215 | | 175 | | 647 | | — | | — | | 5,037 | |
Total assets | | 683,091 | | 138,385 | | 97,122 | | 233,431 | | (458,373 | ) | 693,656 | |
Year ended December 31, 2006 | | | | | | | | | | | | | |
Net sales—third parties | | 391,321 | | 87,902 | | 78,842 | | — | | — | | 558,065 | |
Net sales—intersegment | | 9,307 | | — | | — | | — | | (9,307 | ) | — | |
Income (loss) from operations | | 46,099 | | 8,364 | | 14,853 | | (8,992 | ) | — | | 60,324 | |
Interest expense | | 27,154 | | 71 | | — | | 19,650 | | — | | 46,875 | |
Income tax expense | | 10,320 | | 3,190 | | (357 | ) | (6,944 | ) | — | | 6,209 | |
Depreciation and amortization | | 16,796 | | 4,571 | | 4,455 | | 13 | | — | | 25,835 | |
Purchase of plant, property and equipment | | 9,294 | | 285 | | 1,994 | | — | | — | | 11,573 | |
Total assets | | 730,576 | | 143,415 | | 122,543 | | 232,117 | | (484,569 | ) | 744,082 | |
| | | | | | | | | | | | | | | | | | | |
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15. Product Line Data
The following table presents net sales of the Company by product line:
| | Predecessor | | Successor | |
| | Year Ended
December 31, | | January 1,
2005
through
July 19, | | July 20,
2005
through
December 31, | | Year Ended
December 31, | |
| | 2004 | | 2005 | | 2005 | | 2006 | |
| | (dollars in thousands) | |
Protective footwear | | $ | 97,254 | | $ | 52,343 | | $ | 44,980 | | $ | 95,384 | |
Hand protection | | 111,266 | | 68,316 | | 47,651 | | 131,142 | |
Eye, head and face | | 36,428 | | 23,472 | | 20,962 | | 84,394 | |
Respiratory | | 50,906 | | 34,983 | | 26,683 | | 69,643 | |
Protective garments | | 60,220 | | 39,121 | | 29,267 | | 64,862 | |
First aid | | 13,303 | | 8,655 | | 5,893 | | 15,553 | |
Hearing protection | | 7,800 | | 4,704 | | 3,214 | | 8,172 | |
Fall protection | | 12,860 | | 9,531 | | 7,134 | | 19,677 | |
Linemen equipment | | 28,248 | | 17,613 | | 14,418 | | 42,999 | |
Other | | 20,214 | | 12,956 | | 9,194 | | 26,239 | |
| | $ | 438,499 | | $ | 271,694 | | $ | 209,396 | | $ | 558,065 | |
16. Geographic Data
The following table presents information about the Company by geographic area:
| | United
States | | Europe | | Canada | | Africa | | Total
Foreign | | Consolidated | |
Predecessor Company | | | | | | | | | | | | | |
Year ended December 31, 2004 | | | | | | | | | | | | | |
Net sales | | $ | 293,622 | | $ | 68,357 | | $ | 59,498 | | $ | 17,022 | | $ | 144,877 | | $ | 438,499 | |
Period from January 1, 2005 through July 19, 2005 | | | | | | | | | | | | | |
Net sales | | 173,711 | | 46,204 | | 40,917 | | 10,862 | | 97,983 | | 271,694 | |
Successor Company | | | | | | | | | | | | | |
Period from July 20, 2005 through December 31, 2005 | | | | | | | | | | | | | |
Net sales | | 139,405 | | 30,380 | | 31,654 | | 7,957 | | 69,991 | | 209,396 | |
Long-lived assets | | 289,931 | | 32,183 | | 26,141 | | 1,011 | | 59,335 | | 349,266 | |
Year ended December 31, 2006 | | | | | | | | | | | | | |
Net sales | | 358,736 | | 88,332 | | 90,607 | | 20,390 | | 199,329 | | 558,065 | |
Long-lived assets | | 296,141 | | 34,365 | | 24,643 | | 1,035 | | 60,043 | | 356,184 | |
| | | | | | | | | | | | | | | | | | | |
17. Subsidiary Guarantors
NSP Holdings Capital Corp. is a 100% owned finance subsidiary of the Company with no assets or operations. None of the Company’s other subsidiaries guarantee the 11¾% senior pay in kind notes due 2012. The terms of the New Credit Facility significantly restrict Norcross from paying dividends and otherwise transferring assets to the Company. Further, the terms of the indenture governing its 97¤8% senior subordinated notes due 2011 significantly restrict Norcross and the Company’s other subsidiaries from paying dividends and otherwise transferring assets to the Company, except for ordinary course operating expenses.
71
18. Quarterly Results (Unaudited)
The following tables contain selected unaudited consolidated statements of operations information for each quarter of 2005 and 2006. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.
| | Successor | |
| | Year ended December 31, 2006 | |
| | Quarter
ended
December 31 | | Quarter
ended
September 30 | | Quarter
ended
July 1 | | Quarter
ended
April 1 | |
Net sales | | $ | 138,065 | | $ | 141,878 | | $ | 136,246 | | $ | 141,876 | |
Gross profit | | 48,288 | | 50,794 | | 52,912 | | 53,731 | |
Net income | | 819 | | 889 | | 3,469 | | 3,687 | |
| | | | | | | | | | | | | |
| | Successor | | Predecessor | |
| | Quarter
ended
December 31, 2005 | | July 20, 2005
through
October 1, 2005 | | July 3, 2005
through
July 19, 2005 | | Quarter
ended
July 2, 2005 | | Quarter
ended
April 2, 2005 | |
Net sales | | $ | 124,407 | | $ | 84,989 | | $ | 33,624 | | $ | 118,126 | | $ | 119,944 | |
Gross profit | | 42,700 | | 26,718 | | 11,038 | | 44,669 | | 44,342 | |
Net income (loss) | | 257 | | (5,023 | ) | (20,369 | ) | 2,712 | | 3,194 | |
| | | | | | | | | | | | | | | | |
19. Strategic Alternatives
The Predecessor had previously announced that it was in the process of exploring strategic alternatives, including a possible sale of the Company. A decision was made by the Predecessor in 2004 to terminate this process and therefore it has expensed $616 in associated costs (primarily consisting of professional service fees) for the year ended December 31, 2004. These costs are reflected in operating expenses as strategic alternatives.
20. Members’ Deficit/Shareholders’ Equity
Unit Options
As of January 1, 2002, the Predecessor had granted an aggregate of 21,124 options to purchase Class A units at $2.10 per unit, 31,239 options to purchase Class A units at $5.89 per unit, 313,640 options to purchase Class C units at $5.89 per unit, and 21,124 options to purchase preferred units at $3.90 per unit. Each issuance approximated fair market value at date of grant. The options were fully vested at the date of grant and expire ten years from the date of grant. No options were issued, exercised, forfeited, or expired in 2002, 2003, and 2004. As part of the Norcross Transaction, all outstanding options were exercised with a realized value of $1,580.
Unit Appreciation Rights Plan
The Predecessor had a unit appreciation rights plan (Rights Plan), whereby the Board of Managers or their designee may issue to key employees up to 476,700 of unit appreciation rights. As of the date of the Norcross Transaction, 441,264 appreciation rights were outstanding. Individuals vest in appreciated rights over four years (first year: 10%; second year: 20%; third year: 30%; and fourth year: 40%). Vesting accelerated upon certain events, including a participant’s death and the sale of the Predecessor or an initial public offering. All appreciation rights are issued at fair market value at the date of grant. The Company recorded no compensation expense related to the grant appreciation rights during the years ended December 31, 2003 and 2004. As part of the Norcross Transaction, all outstanding units appreciation rights were exercised with a realized value of $2,720.
Redeemable Preferred Units
In connection with the North acquisition on October 2, 1998, the Predecessor received $57,329 in exchange for the issuance of redeemable preferred units. The preferred units accrued dividends at a semiannual compound rate of 10%. The preferred units were nonvoting and were mandatorily redeemable by the Predecessor on September 30, 2013. In the event of any liquidation, sale, dissolution, or winding up of the affairs of the Predecessor, holders of the preferred units were to be paid the redemption price, plus all accrued dividends before any payment to other unit holders.
72
In connection with the Arbin acquisition, the Predecessor issued additional mandatorily redeemable preferred units for $1,950, respectively. These preferred units also accrued dividends at a semiannual compound rate of 10%, and were mandatorily redeemable by the Predecessor on September 30, 2013.
Beginning January 1, 2004, in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 150, the yield on the Predecessor’s preferred units is recorded as interest expense and the preferred units are classified on the Predecessor’s balance sheet as long-term liabilities. For all periods prior to January 1, 2004, the yield is recorded below net income as preferred unit dividend and the preferred units were recorded on the Predecessor’s balance sheet between debt and equity. For the year ended December 31, 2004 and period from January 1, 2005 through July 19, 2005, the Predecessor classified $13,493 and $4,833 of preferred unit dividends as interest expense, respectively.
As of December 31, 2004, $57,726 of dividends were accrued and unpaid. On January 7, 2005, the Predecessor made a payment in respect of the preferred units of $60,000, $58,000 of which were payments in respect of accrued preferred yield and $2,000 of which was the return of a portion of the original capital contribution made by holders of NSP Holdings preferred units (See Note 7). As part of the Norcross Transaction, all outstanding accrued preferred yield and capital was funded to the preferred unit holders.
Class E Units
During the year ended December 31, 2004, the Predecessor authorized the issuance of 1,000 Class E Units, which vest 6.25% quarterly. As of December 31, 2004, 986 Class E Units were issued to senior management of the Company for $1. The holders of Class E Units were entitled to distributions on the Company’s units as defined in the Company’s Second Amended and Restated Limited Liability Company Agreement. The units were vested 31.25% as of December 31, 2004. As part of the Norcross Transaction, the Predecessor funded $7,698 to the holders of Class E Units.
Common Units
In addition to the preferred units and Class E Units, the Predecessor’s equity structure consisted of Class A common units, Class B common units, Class C common units, and Class D common units. Class B common units and Class D common units were nonvoting. Common units were generally convertible into other classes of common units at the member’s request, with certain restrictions based on Class B and Class C unit holders, as defined. In connection with the Arbin acquisition, the Company issued Class A units for proceeds of $1,050.
Common Shares
As of December 31, 2006, the Company had 15,000,000 authorized common shares and 11,030,884 outstanding common shares with a par price of $0.01 per share.
Management Loans
In connection with the acquisition of North, certain members of management entered into nonrecourse promissory notes amounting to $1,086 in exchange for Class C common units of the Predecessor. The notes were non-interest-bearing and matured on the earlier of December 31, 2016, the sale of the Predecessor, or the occurrence of certain events, all as defined in the notes. The promissory notes were collateralized by the Class A and Class C common and all preferred units of the borrowers, and were classified as reductions to members’ deficit. In 2002 and 2003, $94 of this note amount was repaid.
In connection with an acquisition, certain members of management entered into nonrecourse promissory notes amounting to $1,108 in exchange for Class A common units and preferred units of the Predecessor. The notes were non-interest-bearing and matured on the earlier of December 31, 2016, the sale of the Predecessor, or the occurrence of certain events, all as defined in the notes. The promissory notes are collateralized by Class A common and preferred units of the borrowers and have been classified as reductions to members’ deficit. In 2002 and 2003, $34 and $61 of this note amount was repaid, related to the Class A common units and preferred units, respectively. No amounts were repaid in 2004.
The management loans were repaid as part of the Norcross Transaction.
21. Management Incentive Compensation
Safety Products’ Option Plan (as amended, the “Plan”) was adopted and approved by the Board of Directors in December 2005, and provides for the issuance of up to 1,436,631 shares of common stock of Safety Products in connection with the granting of non-qualified or incentive stock options. The principal purposes of the Plan are: 1) to further the growth, development and financial success of Safety Products and its subsidiaries, by providing additional incentives to employees,
73
consultants and independent directors (as defined) of Safety Products and its subsidiaries and 2) to enable Safety Products and its subsidiaries to obtain and retain the services of the type of professional, technical and managerial employees, consultants and independent directors considered essential to the long-range success of Safety Products.
In the first quarter of 2006, Safety Products granted a total of 1,213,559 non-qualified options in connection with the Plan (the “Initial Grant”). Outstanding non-qualified stock options under the Initial Grant have an expiration date ten years from the date of grant and have an exercise price of $10 per share. In the fourth quarter of 2006, Safety Products granted a total of 132,000 non-qualified options in connection with the Plan (the “Second Grant”). Outstanding non-qualified stock options under the Second Grant have an expiration date ten years from the date of grant and have an exercise price of $19.67 per share. All non-qualified stock options were granted with an exercise price equal to the fair market value on the date of grant. The fair market value for the Initial Grant was consistent with the price paid by Odyssey as part of the Norcross Transaction. The fair market value for the Second Grant was determined using a discounting cash flow analysis. During the year ended December 31, 2006, no options expired or were forfeited or exercised.
The non-qualified stock options under the Initial Grant and Second Grant are scheduled to vest over an approximate eight year period. In addition, a portion of the non-qualified stock options are subject to accelerated vesting provisions when certain performance targets are met. Under the Initial Grant, the first and second performance targets were met, and therefore the first and second installment were vested as of December 31, 2006. If certain additional performance targets are met, the remaining three installments will vest on, or within 120 days following, December 31 of each calendar year 2007 through 2009. Under the Second Grant, the performance targets are over a three year period beginning in 2007, and if met, will vest on, or within 120 days following, December 31 of each calendar year 2007 through 2009. The non-qualified stock options are subject to further acceleration clauses based on change in control provisions. As of December 31, 2006, 407,332 shares of non-qualified stock options were vested under Initial Grant and no shares of non-qualified stock options were vested under the Second Grant. As of December 31, 2006, there was approximately $3,189 and $976 of unrecognized management incentive compensation related to nonvested non-qualified stock options under the Initial Grant and Second Grant, respectively. The Company expects to recognize this management incentive compensation over a weighted average period of 4.0 years under the Initial Grant and 3.0 years under the Second Grant.
The Company used the Black-Scholes option-pricing model to estimate the fair value of each option grant as of the date of grant. Expected volatilities are based on historical volatility of the common stock of comparable public companies. The Company estimated the expected life of the options based on the likelihood of the achievement of performance targets, change in control provisions, and historic employee termination data. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. The estimated weighted-average fair values of and related assumptions for options granted were as follows:
| | Initial
Grant | | Second
Grant | |
Weighted-average fair value of options granted: | | | | | |
At fair value | | $ | 3.95 | | $ | 7.39 | |
| | | | | |
Assumptions: | | | | | |
Dividend yield | | 0.0 | % | 0.0 | % |
Expected volatility | | 40.0 | % | 40.0 | % |
Risk-free interest rate | | 5.0 | % | 4.6 | % |
Expected life of option (years) | | 5.0 | | 4.0 | |
| | | | | | | |
As a result of the Norcross Transaction, the Predecessor recognized $16,388 in management incentive compensation expense during the January 1, 2005 through July 19, 2005 predecessor period. The expenses were funded by the Predecessor from proceeds realized upon the consummation of the Norcross Transaction.
22. Seller Transaction Expenses
NSP Holdings incurred $4,646 in transaction expenses related to professional services during the January 1, 2005 through July 19, 2005 predecessor period. The expenses were funded by the Predecessor from proceeds realized upon the consummation of the Norcross Transaction. These costs are reflected below operating expenses as seller transaction expenses.
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SAFETY PRODUCTS HOLDINGS, INC. (PARENT COMPANY ONLY)
(NSP Holdings L.L.C. as predecessor)
SCHEDULE I—CONDENSED FINANCIAL INFORMATION
BALANCE SHEETS
(Amounts in Thousands)
| | December 31,
2005 | | December 31,
2006 | |
Assets | | | | | |
Cash | | $ | 136 | | $ | 700 | |
Prepaid expenses and other current assets | | 1,086 | | 69 | |
Total current assets | | 1,222 | | 769 | |
Deferred financing costs, net | | 12,156 | | 10,130 | |
Investment in subsidiary | | 223,363 | | 260,502 | |
Goodwill | | (769 | ) | — | |
Deferred income taxes | | 2,228 | | 4,002 | |
Total assets | | $ | 238,200 | | $ | 275,403 | |
| | | | | |
Liabilities and shareholders’ equity | | | | | |
Current liabilities: | | | | | |
Accounts payable | | $ | — | | $ | — | |
Accrued expenses | | 469 | | 53 | |
Current maturities of long-term obligations | | (889 | ) | (1,010 | ) |
Total current liabilities | | (420 | ) | (957 | ) |
Long-term obligations | | 131,729 | | 149,474 | |
Shareholders’ equity: | | | | | |
Common shares | | 110 | | 110 | |
Contributed capital | | 109,560 | | 111,883 | |
(Accumulated deficit) retained earnings | | (4,766 | ) | 4,098 | |
Accumulated other comprehensive income | | 1,987 | | 10,795 | |
Total shareholders’ equity | | 106,891 | | 126,886 | |
Total liabilities and shareholders’ equity | | $ | 238,200 | | $ | 275,403 | |
See notes to condensed financial statements.
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SAFETY PRODUCTS HOLDINGS, INC. (PARENT COMPANY ONLY)
(NSP Holdings L.L.C. as predecessor)
SCHEDULE I—CONDENSED FINANCIAL INFORMATION
STATEMENTS OF OPERATIONS
(Amounts in Thousands)
| | Predecessor | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year ended
December 31,
2006 | |
General and administrative | | $ | (518 | ) | $ | (3,094 | ) | $ | (113 | ) | $ | (326 | ) |
Interest expense | | (13,525 | ) | (11,458 | ) | (8,156 | ) | (19,650 | ) |
Interest income | | — | | 450 | | — | | — | |
Seller transaction expense | | — | | (4,646 | ) | — | | — | |
Other, net | | (380 | ) | — | | — | | — | |
Income tax (expense) benefit | | (223 | ) | (100 | ) | 2,457 | | 6,944 | |
Equity in earnings of subsidiary | | 25,287 | | 4,385 | | 1,046 | | 21,896 | |
Net income (loss) | | $ | 10,641 | | $ | (14,463 | ) | $ | (4,766 | ) | $ | 8,864 | |
See notes to consolidated financial statements.
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SAFETY PRODUCTS HOLDINGS, INC. (PARENT COMPANY ONLY)
(NSP Holdings L.L.C. as predecessor)
SCHEDULE I—CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
| | Predecessor | | Successor | |
| | Year ended
December 31,
2004 | | January 1,
2005
through
July 19,
2005 | | July 20,
2005
through
December 31,
2005 | | Year ended
December 31,
2006 | |
Operating activities | | | | | | | | | |
Net cash (used in) provided by operating activities | | $ | (347 | ) | $ | (667 | ) | $ | 268 | | $ | 2,315 | |
Investing activities | | | | | | | | | |
Investment in subsidiary | | — | | — | | (121,114 | ) | — | |
Advances from (to) subsidiary | | 4,704 | | 567 | | 728 | | (2,464 | ) |
Net cash provided by (used in) investing activities | | 4,704 | | 567 | | (120,386 | ) | (2,464 | ) |
Financing activities | | | | | | | | | |
Payments for deferred financing costs | | (700 | ) | (3,246 | ) | (13,062 | ) | — | |
Payments from borrowings | | — | | 100,000 | | 23,646 | | — | |
Payments of debt | | (1,056 | ) | — | | — | | — | |
Proceeds from capital contribution | | 1 | | — | | 109,670 | | 713 | |
Distribution of preferred units | | — | | (60,000 | ) | — | | — | |
Distribution of common units | | (2,943 | ) | (2,509 | ) | — | | — | |
Net cash (used in) provided by financing activities | | (4,698 | ) | 34,245 | | 120,254 | | 713 | |
Effect of exchange rate changes on cash | | 341 | | — | | — | | — | |
Net increase in cash and cash equivalents | | — | | 34,145 | | 136 | | 564 | |
Cash and cash equivalents at beginning of year | | — | | — | | — | | 136 | |
Cash and cash equivalents at end of year | | $ | — | | $ | 34,145 | | 136 | | $ | 700 | |
| | | | | | | | | | | | | |
See notes to consolidated financial statements.
77
SAFETY PRODUCTS HOLDINGS, INC. (PARENT COMPANY ONLY)
(NSP Holdings L.L.C. as predecessor)
SCHEDULE I—CONDENSED FINANCIAL INFORMATION
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2004, AND 2005
YEAR ENDED DECEMBER 31, 2004, THE PERIOD FROM JANUARY 1, 2005 THROUGH JULY 19,
2005, THE PERIOD FROM July 20, 2005 THROUGH DECEMBER 31, 2005 AND THE YEAR ENDED
DECEMBER 31, 2006
(Amounts in Thousands, Except Units and Per Unit Data)
1. The Transaction
On July 19, 2005, Norcross Safety Products L.L.C. (“Norcross”) announced the closing of the transaction under which it was acquired by Safety Products Holdings, Inc. (the “Company” or “Safety Products”) a new holding company formed by Odyssey Investment Partners, LLC for the purpose of completing the acquisition. Pursuant to the terms of the purchase agreement, Safety Products purchased all of the outstanding membership units of Norcross and all of the outstanding common stock of NSP Holdings Capital Corp. (“NSP Capital”), a wholly-owned subsidiary of NSP Holdings L.L.C. (“NSP Holdings”), and pursuant to which Safety Products assumed all of the outstanding indebtedness of Norcross and NSP Holdings, in exchange for a base purchase price to NSP Holdings of $472,000, plus the cash in Norcross as of April 2, 2005 in the amount of approximately $16,900, less (1) the indebtedness of Norcross and its subsidiaries as of April 2, 2005 and (2) certain transaction fees and expenses. The cash purchase price was $204,488 including direct costs of acquisition of $2,346, and excluding assumed debt of $260,523. The acquisition of Norcross is referred to as the “Norcross Transaction”.
2. Basis of Presentation
Predecessor — The financial statements of the Predecessor represent the results of operations of NSP Holdings L.L.C. prior to the Norcross Transaction.
Successor — The financial statements of the Successor represent the results of operations of Safety Products Holdings, Inc. subsequent to the Norcross Transaction.
3. Investment in Subsidiary
NSP Holdings and Safety Products account for their investment in Norcross under the equity method of accounting. Advances to or from Norcross are included within the investment in subsidiary.
4. Debt
On January 7, 2005, NSP Holdings and NSP Capital issued $100,000 of 113¤4% senior pay in kind notes due 2012 the “Senior Notes”. The proceeds were used to: (i) make a payment in respect of preferred units of $60,000, $58,000 of which were payments in respect of accrued preferred yield and $2,000 of which was the return of a portion of the original capital contribution made by holders of NSP Holdings preferred units, (ii) make distributions in respect of the common units of certain members of management of $2,000, and (iii) pay fees and expenses. The remainder of the net proceeds were used for general corporate purposes, including potential acquisitions and/or distributions to NSP Holdings’ unitholders.
In connection with the closing of the Norcross Transaction, the Company entered into a second supplemental indenture dated as of July 19, 2005 (the “Second Supplemental Indenture”) among NSP Holdings, NSP Capital, the Company and Wilmington Trust Company, as trustee (the “Trustee”) under the indenture dated as of January 7, 2005 (the “Indenture”) by and among NSP Holdings, NSP Capital and the Trustee providing for the issuance of the Senior Notes. Pursuant to the terms of the Second Supplemental Indenture, the Company assumed all of the rights, powers, commitments, obligations and liabilities of NSP Holdings under the Indenture and the Senior Notes.
On July 19, 2005, the Company sold $25,000 in principal amount of 11¾% senior pay in kind notes due 2012 (the “New Notes”). The New Notes were sold pursuant to a purchase agreement, dated June 28, 2005 (the “Purchase Agreement”), by and between the Company and Credit Suisse First Boston, LLC (the “Initial Purchaser”). The New Notes were issued pursuant to the Indenture. Pursuant to the term of the Purchase Agreement, the New Notes were sold to the Initial Purchaser and were resold to qualified institutional buyers in compliance with the exemption from registration.
78
5.�� Redeemable Preferred Units
The preferred units accrued dividends at a semiannual compound rate of 10%. The preferred units were nonvoting and were mandatorily redeemable by the Predecessor on September 30, 2013. In the event of any liquidation, sale, dissolution, or winding up of the affairs of the Predecessor, holders of the preferred units were to be paid the redemption price, plus all accrued dividends before any payment to other unit holders. As of December 31, 2004, $57,726 of dividends were accrued and unpaid. On January 7, 2005, the Predecessor made a payment in respect of the preferred units of $60,000, $58,000 of which were payments in respect of accrued preferred yield and $2,000 of which was the return of a portion of the original capital contribution made by holders of NSP Holdings preferred units (See Note 4). As part of the Norcross Transaction, all outstanding accrued preferred yield and capital was funded to the preferred unit holders.
Beginning January 1, 2004, in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 150, the yield on the Predecessor’s preferred units is recorded as interest expense and the preferred units are classified on the Predecessor’s balance sheet as long-term liabilities. For all periods prior to January 1, 2004, the yield is recorded below net income as preferred unit dividend and the preferred units were recorded on the Predecessor’s balance sheet between debt and equity. For the year ended December 31, 2004 and period from January 1, 2005 through July 19, 2005, the Predecessor classified $13,493 and $4,833 of preferred unit dividends as interest expense, respectively.
6. Commitments and Contingencies
Safety Products along with Norcross has guaranteed Norcross’ obligations under Norcross’ senior credit facility, which consists of a term loan and revolving credit facilities, and secures its guarantee with substantially all of the Company’s assets, including the stock of Norcross. As of December 31, 2006, there was $165,720 outstanding under the term loan at an interest rate of 7.5%. Norcross also had $2,521 of letters of credit outstanding, in addition to $47,479 available for borrowings under the revolving credit facilities as of December 31, 2006.
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SCHEDULE II — VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES (IN THOUSANDS)
| | | | Additions | | | | | |
Description | | Balance at
beginning
of period | | Charged to
costs and
expenses | | Charged to
other
accounts | | Deductions—
write-offs | | Balance at
end of
period | |
Predecessor Company | | | | | | | | | | | |
Reserve for inventory obsolescence for the year ended December 31, 2004 | | $ | 5,287 | | $ | 4,263 | | $ | 249 | | $ | (499 | ) | $ | 9,300 | |
| | | | | | | | | | | |
Reserve for inventory obsolescence for the period from January 1, 2005 through July 19, 2005 | | 9,300 | | 229 | | (82 | ) | (368 | ) | 9,079 | |
| | | | | | | | | | | |
Successor Company | | | | | | | | | | | |
Reserve for inventory obsolescence for the period from July 20, 2005 through December 31, 2005 | | 9,079 | | 1,182 | | 317 | | (1,318 | ) | 9,260 | |
| | | | | | | | | | | |
Reserve for inventory obsolescence for the year ended December 31, 2006 | | 9,260 | | 2,319 | | 1,395 | | (2,394 | ) | 10,580 | |
| | | | | | | | | | | | | | | | |
| | | | Additions | | | | | |
Description | | Balance at
beginning
of period | | Charged to
costs and
expenses | | Charged to
other
accounts | | Deductions—
write-offs | | Balance at
end of
period | |
Predecessor Company | | | | | | | | | | | |
Allowances for uncollectible accounts for the year ended December 31, 2004 | | $ | 2,493 | | $ | 140 | | $ | 52 | | $ | (622 | ) | $ | 2,063 | |
| | | | | | | | | | | |
Allowances for uncollectible accounts for the period from January 1, 2005 through July 19, 2005 | | 2,063 | | 242 | | (115 | ) | (29 | ) | 2,161 | |
| | | | | | | | | | | |
Successor Company | | | | | | | | | | | |
Allowances for uncollectible accounts for the period from July 20, 2005 through December 31, 2005 | | 2,161 | | 183 | | 82 | | (109 | ) | 2,317 | |
| | | | | | | | | | | |
Allowances for uncollectible accounts for the year ended December 31, 2006 | | 2,317 | | 482 | | 31 | | (507 | ) | 2,323 | |
| | | | | | | | | | | | | | | | |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we performed an evaluation under the supervision and with the participation of our management including the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were effective. There have been no changes in internal control over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
Our executive officers and the members of our board of directors are as follows:
Name | | Age | | Position(s) held |
Robert A. Peterson | | 50 | | President and Chief Executive Officer, Director |
David F. Myers, Jr. | | 44 | | Executive Vice President, Chief Financial Officer and Secretary, Director |
William J. Hayes | | 47 | | President—General Safety and Preparedness |
Charles S. Ellis | | 58 | | President—North Worldwide |
Kenneth R. Martell | | 58 | | Vice President and General Manager—Electrical Safety |
Brian Kwait | | 45 | | Director |
Craig P. Staub | | 35 | | Director |
Matthew A. Satnick | | 27 | | Director |
Set forth below is a brief description of the business experience of each of our executive officers and the members of the board of directors.
Robert A. Peterson. Mr. Peterson has served as our President and Chief Executive Officer since our formation in June 1995, and he also has served as a member of the board of directors since July 2005. Previously, from 1984 to 1991, Mr. Peterson held various senior positions at Farley Industries, a diversified group of manufacturing companies with sales in excess of $2.5 billion and, from 1992 to 1993, was President of Wright Line, a technical furniture company. From 1994 to 1995, Mr. Peterson was involved in strategic planning consulting for Farley Industries and Merchant Partners. He is also a CPA and a former manager of Ernst & Young. Mr. Peterson also is a director of Actuant Corporation.
David F. Myers, Jr. Mr. Myers has served as our Executive Vice President, Chief Financial Officer and Secretary since our formation in June 1995, and he also has served as a member of the board of directors since July 2005. Previously he was with Morris Anderson & Associates, a leading turnaround consulting firm, providing advisory services and serving as interim chief financial officer to companies with sales ranging from $50.0 million to $2.0 billion. Mr. Myers started his career at Ernst & Young in the corporate finance/restructuring consulting practice. Mr. Myers is a CPA.
William J. Hayes Mr. Hayes has served as our President—General Safety and Preparedness since October 2006. Mr. Hayes was previously with Nitto Denko Corporation, where he served as President and Chief Executive Officer of Nitto Americas (Nitto Denko’s $350 million portfolio of U.S.—based manufacturing companies) and also served as Corporate Vice President of Nitto Denko, a multi-billion dollar global business. Prior to joining Nitto Denko in 1994, Mr. Hayes served as General Manager of Brady Coated Products Co., a unit of Brady Corp. Prior to joining Brady in 1987, Mr. Hayes worked for Johnson & Johnson and Avery Dennison in a variety of positions.
Charles S. Ellis. Mr. Ellis has served as our President-North Worldwide since December 2004 with responsibility for the U.S., Canadian and European divisions of North Safety Products (except for KCL, which reports directly to our President-General Safety and Preparedness). From June 2001 until December 2004, Mr. Ellis served as our President—U.S. General Safety and Preparedness. Mr. Ellis was previously at Thomas and Betts Corporation, where he served as president for the Lighting and Utility Division, a $320 million global business. Prior to joining Thomas and Betts in 1996, Mr. Ellis was President and COO of Elastimold, a division of Eagle Corp. He also worked for Westinghouse Electrical Corporation in a variety of positions over 17 years.
Kenneth R. Martell. Mr. Martell has served as our Vice President and General Manager—Electrical Safety since August 1999. Mr. Martell has more than 30 years of manufacturing expertise. Prior to joining us, he was an executive vice president and general manager of the Plews/Eddelman division of Stant Corporation. He has held executive positions at Epicor Industries, Parker Hannifin and American Can Corporation.
Brian Kwait. Mr. Kwait has served as a member of the board of directors since July 2005. He is a Managing Principal at Odyssey Investment Partners, LLC and was a principal in the private equity investing group of Odyssey Partners, L.P. from 1989 to 1997. He also currently serves on the Board of Directors of Pro Mach, Inc. and Wastequip, Inc. Prior to joining Odyssey Partners, Mr. Kwait was a corporate finance associate at Bear, Stearns & Co., Inc. Prior to joining Bear Stearns, he was a senior accountant at Ernst & Whinney. Mr. Kwait is a CPA.
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Craig P. Staub. Mr. Staub has served as a member of the board of directors since April 2006. Mr. Staub joined Odyssey Investment Partners, LLC in 2003 and also currently serves on the Board of Directors of Pro Mach, Inc. Prior to joining Odyssey, Mr. Staub was a vice president at Westbury Equity Partners where he was responsible for executing and monitoring private equity investments. Previously, he was a vice president for The Shattan Group, a boutique investment bank and Marakon Associates, a strategic consulting firm.
Matthew A. Satnick. Mr. Satnick has served as a member of the board of directors since March 2007. Mr. Satnick has been an Associate at Odyssey Investment Partners, LLC since 2004. Prior to joining Odyssey, Mr. Satnick was an Associate at Saunders Karp & Megrue, where he actively managed middle-market private equity investments. Prior to SKM, he was an Analyst at Lazard Fréres in the Restructuring Group, where he focused on advising financially distressed companies.
There are no family relationships between any of our executive officers or managers.
Board Composition
Odyssey Investment Partners Fund III, LP (“Odyssey Fund”) owns approximately 75% of the capital stock of Safety Products. See “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” The stockholders agreement among Safety Products, Odyssey Fund and Safety Products, LLC (“SPL”), which was entered into in July 2005, provides that the board of directors of Safety Products will consist of five members or such other number as may be agreed upon by Odyssey Fund and SPL. Pursuant to the stockholders agreement, SPL is required to vote in favor of any designee or designees to the board of directors selected by Odyssey Fund. Three of our five directors, Messrs. Kwait, Satnick and Staub, are members of Odyssey, the general partner of Odyssey Fund. For more information, see “Item 13. Certain Relationships and Related Transactions, and Director Independence—Stockholders Agreement.”
Committees of Our Board of Directors
Our board of directors has an audit committee. The audit committee consists of Messrs. Kwait and Staub, neither of whom qualifies as an audit committee financial expert. However, the board believes that each member of the audit committee has demonstrated that he is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. As the board believes that the current members of the audit committee are qualified to carry out all of the duties and responsibilities of the audit committee, the board does not believe that it is necessary at this time to actively search for an outside person to serve on the board of directors who would qualify as an audit committee financial expert. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Code of Ethics
We have adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code may be found on our Internet website, www.nspusa.com. We intend to post notice of any waiver from, or amendment to, any provision of our code of ethics on our web site.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview
Following the Norcross Transaction, our board of directors consists of three non-employee directors who are employed by affiliates of Odyssey, Robert A. Peterson, our President and Chief Executive Officer, and David F. Myers, Jr., our Executive Vice President and Chief Financial Officer. At present, Safety Products’ board of directors does not have a compensation committee but may determine to form one in the future, which would likely be comprised of certain of its non-employee directors and Mr. Peterson.
In connection with the Norcross Transaction, affiliates of Odyssey negotiated compensation arrangements with certain of our named executive officers, and the compensation paid to these executive officers, including the base salaries and performance targets on which incentive compensation is based, reflects the results of such negotiations. Additionally, certain of our named executive officers negotiated the terms of the 2005 Option Plan of Safety Products Holdings, Inc. (the “Option Plan”). The option grants and vesting schedule, as more specifically set forth in the discussion entitled “Option Grants” under the Grants of Plan-Based Awards Table, are a result of such negotiations. Following the Norcross Transaction, decisions with respect to Mr. Peterson’s and Mr. Myers’ compensation are made by Safety Products’ non-employee directors, and decisions regarding the compensation of our remaining executive officers are made by Safety Products’ non-employee directors, in consultation with our Chief Executive Officer.
Throughout this analysis, the individuals who served as our Chief Executive Officer and Chief Financial Officer during fiscal 2006, as well as other individuals included in the Summary Compensation Table, are referred to as the “named executive officers.”
Compensation Objectives and Program Structure. Our compensation determinations are made by Safety Products’ board of directors. The board is responsible for determining the compensation elements and amounts paid to each of the named executive officers. The primary objectives of our executive compensation program are to:
· Attract and retain the best possible executive talent;
· Achieve accountability for performance by linking annual cash and long-term incentive awards to achievement of measurable performance objectives; and
· Further the growth, development and financial success of the Company and its subsidiaries by aligning executives’ incentives with stockholder value creation.
Elements of Compensation. We have sought to create value for our stockholders by using all elements of compensation to reinforce a results-oriented management culture, focusing on financial targets such as EBITDA (as further defined herein) and net working capital, performance as compared to our annual budget, the achievement of longer-term strategic goals and objectives, and individual performance. Accordingly, our executive compensation combines foundational elements such as base salary and benefits, an annual bonus and equity incentives such as participation in our Option Plan. Our executive compensation consists of the following components:
· Base salary
· Annual cash bonus; and
· Stock options.
Base Salary. Base salary is established based on the experience, skills, knowledge and responsibilities required of the executive officers in their roles. We seek to maintain base salaries that are competitive with the marketplace, to allow us to attract and retain executive talent. Salaries for executive officers are reviewed on an annual basis, at the time of a promotion or other change in level of responsibilities, as well as when competitive circumstances may require review. Increases in salary are based on evaluation of factors such as merit, the individual’s level of responsibility, performance level of compensation compared to comparable companies, and cost of living.
Annual Cash Bonus. The objective of the annual cash bonus incentive is to reward executive officers for the performance of the Company and its subsidiaries as well as for individual performance. The annual cash bonus is based on performance metrics, which vary among the named executive officers and are set based on the annual budget. The bonus for
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Messrs. Peterson and Myers is based solely on a budget consolidated EBITDA. The bonus for Mr. Ellis is based on the following budget performance targets with respect to certain divisions of North Safety Products, Inc. (“North Safety”): EBITDA and net working capital. The bonus for Mr. Martell is based on the following budget performance targets with respect to our electrical safety segment: EBITDA, net sales, inventory turns and fill rate. In 2006, the bonus for Messrs. Ellis and Martell also included a discretionary payment based on their contributions to acquisition integration and other activities. The bonus for Mr. Laitsch is 5% of KCL’s net profit as defined in his employment agreement. For a more detailed description of the annual cash bonus payments, please see the discussion entitled “Summary of Grants of Plan-Based Awards.”
Option Plan. With the exception of Mr. Laitsch, all of our named executive officers have received equity compensation awards in the form of non-qualified stock options. We grant long term incentive awards in the form of stock options because it is a common method for privately-held companies to provide equity incentives to executive officers. The options are designed to align the interests of our executive officers with our stockholders’ long-term interests by providing them with equity-based awards that vest over a period of time, with a portion subject to acceleration upon the satisfaction of performance conditions, and to reward executive officers for performance. In connection with the Norcross Transaction, the board adopted the Option Plan. Stock options granted by us have an exercise price equal to the fair market value of our common stock on the date of grant. Future grants of stock options will be at the discretion of our board of directors. Because all of the options are non-qualified stock options, we will be entitled to a tax deduction in the year in which the non-qualified stock option is exercised in an amount equal to the amount by which the fair market value of the shares underlying the option on the date of exercise exceeds the option exercise price.
The Option Plan is currently administered by the board of directors of Safety Products unless that board delegates administration to its compensation committee. The board has the authority to determine to whom options will be granted, and to establish the terms and conditions of those grants. However, in no event may the exercise price of any option granted under the plan be less than the fair market value of the shares underlying that option on the date the option is granted and no option may have a term that exceeds 10 years. Additionally, neither the board nor the compensation committee may exercise its discretion in a way that would prevent an incentive stock option from qualifying as such under Section 422 of the Internal Revenue Code. The Option Plan and the underlying agreements provide, and will provide, that unless determined otherwise at the time the option is granted, following termination of employment, options that have not previously become exercisable will not become exercisable and that the exercise period of a vested (exercisable) option will generally be limited, provided that vested options will be cancelled immediately upon a termination for cause.
With the exception of options granted to Messrs. Peterson and Myers, options granted under the Option Plan may not be transferred other than by will or applicable inheritance laws. Messrs. Peterson and Myers are permitted to transfer non-qualified options to children, grandchildren, spouse, siblings or parents (collectively, “Immediate Family Members”), or to bona fide trusts, partnerships or other entities controlled by and of which the only beneficiaries are Immediate Family Members. Shares of common stock of Safety Products acquired upon exercise of options are subject to the terms of the Management Stockholders Agreement and, as a consequence, are generally not transferable other than in accordance with that agreement.
Upon a change in control all options that have previously become exercisable may be exercised in connection with that change in control. In addition, upon a change in control, previously unexercisable options will, or in the board’s discretion may, become exercisable if a certain internal rate of return and a multiple of investment dollars is achieved by Odyssey.
Retirement Benefits. Messrs. Ellis and Martell participate in the Norcross Safety Products L.L.C. Employees’ Pension Plan (the “NSP Pension Plan”), which is a tax-qualified defined benefit plan. Messrs. Peterson, Myers and Ellis are participants in the North Safety Products, Inc. Benefit Restoration Plan (“Restoration Plan”), which is a non-qualified unfunded defined benefit plan. Eligibility for this plan includes North Safety Products employees whose benefits are limited by the Internal Revenue Code or those employees selected by Safety Products’ board of directors. The NSP Pension Plan and the Restoration Plan were frozen for future benefit accruals as of December 31, 2006. Prior to 2006, Messrs. Myers and Peterson were not participants in the Restoration Plan. In connection with entering into new employment agreements with Mr. Peterson and Mr. Myers as part of the Norcross Transaction, Safety Products agreed that it would extend to them the opportunity to participate in the Restoration Plan. Benefits under these plans are described in the Pension Benefits Table.
Other Programs. We also provide our named executive officers with life and medical insurance, 401(k) matching, a car allowance program and, in the case of Mr. Martell, contribution to W.H. Salisbury’s profit sharing plan.
Compensation Committee Report
As we do not presently have a separately designated Compensation Committee, our full board of directors has reviewed and discussed the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K with management, and based on such review and discussions, has recommended that the Compensation Discussion and Analysis be included in this annual report.
| Robert A. Peterson | |
| David F. Myers, Jr. | |
| Brian Kwait | |
| Craig P. Staub | |
| Matthew A. Satnick | |
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Summary Compensation Table
The following table summarizes the total compensation earned in 2006 by our named executive officers:
Name and
Principal
Position
(a) | | Year
(b) | | Salary
($)
(c) | | Bonus
($)
(d) | | Stock
Awards
($)
(e) | | Option
Awards
($)
(f)
(3) | | Non-Equity
Incentive
Plan Compensation
($)
(g) | | Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
($)
(h)
(8) | | All
Other
Compensation
($)
(i)
(9) | | Total
($)
(j)
(10) | |
Robert A. Peterson, President and Chief Executive Officer | | 2006 | | 570,000 | | — | | — | | 748,769 | | 499,662 | (4) | 621,216 | | 16,548 | | 2,456,195 | |
David F. Myers, Jr., Executive Vice President and Chief Financial Officer | | 2006 | | 395,000 | | — | | — | | 485,113 | | 346,257 | (4) | 307,620 | | 16,548 | | 1,550,538 | |
Charles S. Ellis, President - North Worldwide | | 2006 | | 299,457 | (1) | 40,800 | | — | | 93,596 | | 190,402 | (5) | 74,052 | | 14,448 | | 712,755 | |
Volker H. Laitsch, President-KCL (11) | | 2006 | | 225,846 | | — | | — | | ¾ | | 339,961 | (6) | ¾ | | 15,404 | | 581,211 | |
Kenneth R. Martell, Vice President and General Manager-Electrical Safety | | 2006 | | 197,753 | (2) | 33,500 | | — | | 35,999 | | 91,500 | (7) | 22,428 | | 22,848 | | 404,028 | |
(1) Mr. Ellis’ base salary was increased on March 1, 2006 from $287,834 to $302,225. The salary set forth above represents the amount earned by Mr. Ellis in 2006.
(2) Mr. Martell’s base salary was increased on March 1, 2006 from $190,077 to $199,577. The salary set forth above represents the amount earned by Mr. Martell in 2006.
(3) This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2006 fiscal year for the fair value of stock options granted to each of the named executives in 2006 as well as prior fiscal years, in accordance with SFAS 123R, except that, in accordance with the SEC’s rules the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For additional information, refer to Note 21 of the consolidated financial statements for the year ended December 31, 2006. See the Grants of Plan-Based Awards Table for information on awards made in fiscal 2006. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized by the named executive officers.
(4) Represents bonus payments paid based on the achievement of budget consolidated EBITDA in fiscal 2006. See “Summary of Grants of Plan-Based Awards” for further information.
(5) Represents bonus payments paid based on the achievement of budget targets with respect to EBITDA and net working capital of certain divisions of North Safety. See “Summary of Grants of Plan-Based Awards” for further information.
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(6) Represents bonus payments paid equal to 5% of KCL’s net profit.
(7) Represents bonus payments paid based on the achievement of budget targets with respect to: EBITDA, net sales, inventory turns, and fill rate of our electrical safety segment. See “Summary of Grants of Plan-Based Awards” for further information.
(8) Represents the change in actuarial present value of the named executive’s accumulated benefit under the Norcross Safety Products L.L.C. Employees’ Pension Plan and the North Safety Products, Inc. Retirement Benefit Restoration Plan. The Company does not have any non-qualified defined contribution plans. As discussed above under “Compensation Discussion and Analysis — Retirement Benefits,” Messrs. Peterson and Myers were not participants in the Restoration Plan prior to 2006. Amounts for Messrs. Peterson and Myers therefore reflect the full amount of the pension benefits to which they became entitled in connection with the negotiation of their employment agreements in connection with the Norcross Transaction.
(9) The dollar value of the amounts shown in this column for 2006 includes the following:
Named Executive Officer | | Car Allowance
($) | | Matching Contributions
Under 401(k) Plan
($) | | Life Insurance and
AD&D Premiums
($) | | Contribution to
Profit Sharing Plan
($) | |
Robert A. Peterson | | 8,400 | | 7,500 | | 648 | | ¾ | |
David F. Myers, Jr. | | 8,400 | | 7,500 | | 648 | | ¾ | |
Charles S. Ellis | | 7,200 | | 6,600 | | 648 | | ¾ | |
Volker H. Laitsch | | 15,404 | * | ¾ | | ¾ | | ¾ | |
Kenneth R. Martell | | 7,200 | | 6,600 | | 648 | | 8,400 | |
*Mr. Laitsch is provided use of an automobile that is owned by KCL. The car allowance set forth in the table above represents the aggregate incremental cost to KCL for such automobile, based on the depreciation expense for fiscal 2006.
(10) The salary and bonus received and reported in the Summary Compensation Table for 2006 represents the following percentages of the total compensation received and reported for each named executive officer: Mr. Peterson - 44%, Mr. Myers - 48%, Mr. Ellis - 74%, Mr. Laitsch - 97% and Mr. Martell - 80%.
(11) We mutually agreed with Mr. Laitsch not to continue his employment with us effective March 13, 2007. Amounts paid to Mr. Laitsch have been translated into U.S. Dollars at a rate of $1.255=€1.00, the average exchange rate during fiscal 2006.
Summary of Employment Agreements
Robert A. Peterson. Norcross entered into an employment agreement, dated as of May 20, 2005, with Mr. Peterson, pursuant to which he serves as our President and Chief Executive Officer for a period of five years. Under the terms of this agreement Mr. Peterson is entitled to receive a base salary, as adjusted for 2006, of $570,000, a $700 per month automobile allowance, reimbursement for reasonable expenses, participation in whatever benefit programs (including participation in the Restoration Plan) Norcross has in place for its employees who are not members of a collective bargaining unit (on a basis commensurate with his position), and four calendar weeks of vacation per year. Pursuant to the terms of his agreement, for a period of eighteen months following the termination of Mr. Peterson’s employment, he shall be subject to a non-competition provision which states that Mr. Peterson cannot, without the prior written consent of Norcross, directly or indirectly participate in any line of business that is competitive with Norcross. For purposes of the non-competition provision, “participate” means direct or indirect ownership or assistance to any enterprise, excluding ownership of less than 2% of a class of securities on a national securities exchange or NASDAQ. The non-competition provision is limited in geographic scope to the United States and any other county in which Norcross does business. Upon termination, Mr. Peterson is also subject to an eighteen-month non-solicitation provision, which is applicable to customers, suppliers, business relations and employees of Norcross. Notwithstanding the foregoing, in the event Mr. Peterson’s employment with Norcross is terminated, he is permitted to solicit the employment of his personal assistant and Mr. Myers. In connection with the Norcross Transaction, in addition to the capital stock purchased by Mr. Peterson, Safety Products agreed to issue to Mr. Peterson options to purchase shares of capital stock of Safety Products equal to 4.25% of its fully diluted equity, which grants were made on January 2, 2006.
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David F. Myers, Jr. Norcross entered an employment agreement, dated as of May 20, 2005, with Mr. Myers, pursuant to which he serves as our Executive Vice President and Chief Financial Officer on substantially the same terms as those contained in Mr. Peterson’s employment agreement, except that (1) his base salary, as adjusted for 2006, is $395,000, (2) the non-solicitation provision contained in Mr. Myers’ agreement provides an exception allowing Mr. Myers to solicit the employment of his personal assistant and Mr. Peterson, and (3) in connection with the Norcross Transaction, in addition to the capital stock purchased by Mr. Myers, Safety Products agreed to issue to Mr. Myers options to purchase shares of capital stock of Safety Products equal to 2.75% of its fully diluted equity, which grants were made on January 2, 2006.
Charles S. Ellis. Our subsidiary, North Safety, entered into an employment agreement, dated as of May 20, 2005, with Mr. Ellis, pursuant to which he serves as President-North Worldwide for an initial term of three years. Under the terms of this agreement, Mr. Ellis is entitled to receive a base salary, as adjusted on April 1, 2006, of $302,225, a $600 per month automobile allowance, participate in all employee benefits plans for which senior executives of North Safety are eligible, and three calendar weeks of vacation per year. Pursuant to the terms of his agreement, for a period of eighteen months following the termination of Mr. Ellis’ employment, he shall be subject to (1) a non-competition provision, which has no limit in geographic scope and (2) a non-solicitation provision, which is applicable to customers, suppliers and employees of North Safety.
Volker H. Laitsch. Pursuant to a management service contract, effective as of July 1, 2005, between KCL and Volker H. Laitsch, Mr. Laitsch was appointed as sole managing director of KCL. Under the terms of the agreement, Mr. Laitsch receives a monthly salary of $18,825 (translated into U.S. Dollars at a rate of $1.255=€1.00, the average exchange rate during fiscal 2006) and is eligible to receive a yearly bonus in an amount equal to 5% of KCL’s net profit, before the deduction of the corporate income tax and possible supplementary taxes, and is provided use of an automobile owned by KCL.
Kenneth R. Martell. Our electrical safety segment entered into an employment agreement in August 1999 with Mr. Martell pursuant to which he serves as Vice President and General Manager. Under the terms of this agreement, Mr. Martell is entitled to receive a base salary, as adjusted on April 1, 2006, of $199,577. Mr. Martell is also entitled to participate in all employee benefits plans for which senior executives are eligible, a $600 per month automobile allowance and three calendar weeks of vacation per year.
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Grants of Plan-Based Awards
The following table summarizes information regarding awards granted under the Company’s equity and non-equity incentive plans during 2006:
| | | | Estimated Possible Payouts
Under Non-Equity Incentive
Plan(1) | | All Other
Option Awards:
Number of
Securities
Underlying
Options | | Exercise or
Base Price of
Option Awards | | Grant Date Fair
Value of Stock
and Option | |
| | Grant | | Threshold | | Target | | Maximum | | (#) | | ($/Sh) | | Awards | |
Name
(a) | | Date
(b) | | ($)
(c) | | ($)
(d) | | ($)
(e) | | (j)
(2) | | (k)
(3) | | (l)
(4) | |
Robert A. Peterson | | 1/1/06 1/2/06 | | — | | 513,000 | | 641,250 | | 520,000 | | 10.00 | | 2,054,000 | |
David F. Myers, Jr | | 1/1/06 1/2/06 | | — | | 355,500 | | 444,375 | | 336,898 | | 10.00 | | 1,330,747 | |
Charles S. Ellis | | 1/1/06 1/2/06 | | — | | 179,674 | | 224,593 | | 65,000 | | 10.00 | | 256,750 | |
Volker H. Laitsch (5) | | 5/29/06 | | 31,375 | | 240,960 | | N/A | | | | | | | |
Kenneth R. Martell | | 1/1/06 1/2/06 | | — | | 79,101 | | 98,877 | | 25,000 | | 10.00 | | 98,750 | |
(1) Such amounts represent the target and maximum amounts possible under the annual cash bonuses for 2006. For a more detailed description of the bonus targets and maximums, please see the discussion entitled “Summary of Grants of Plan-Based Awards” below.
(2) All option grants are subject to time-based vesting as described below under “Options Grants.” Vesting with respect to 66 2/3% of such options is subject to acceleration based upon satisfaction of annual and cumulative EBITDA-based performance conditions.
(3) There is currently no public market for Safety Products’ equity securities. The price of $10 per share was the share purchase price paid as part of the Norcross Transaction. The board of directors believed this was the most reasonable value to use as it reflected the price paid as part of an independent third party transaction for the business and, after considering various factors occurring between the July 19, 2005 transaction and the January 2006 issuance of the options, the board determined that $10 per share remained the appropriate fair value.
(4) This column shows the full grant date fair value of stock options under SFAS 123R granted to the named executives in 2006. Generally, the full grant date fair value is the amount that the company would expense in its financial statements over the award’s vesting schedule. For additional information on the valuation assumptions, refer to Note 21 of the audited financial statements for the year ended December 31, 2006. These amounts reflect our accounting expense, and do not correspond to the actual value that will be recognized by the named executive officers.
(5) Amounts paid to Mr. Laitsch have been translated into U.S. Dollars at a rate of $1.255=€1.00, the average exchange rate during fiscal 2006.
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Summary of Grants of Plan-Based Awards
Bonus Payments for Messrs Peterson and Myers. The target bonus for each of Mr. Peterson and Mr. Myers was based on the achievement of a budget consolidated EBITDA of $85,824,000. The target bonus payable to each of Messrs. Peterson and Myers was equal to 90% of such executive’s base salary. The maximum amount of bonus available to Messrs. Peterson and Myers was equal to 125% of such executive’s target bonus in the event 110%-120% of the target EBITDA was achieved, declining ratably to 100% of the target bonus if 100% of the target EBITDA was achieved, and declining to 0% of the target bonus if less than 90% of the target EBITDA was achieved. For fiscal 2006, these targets were 98.7% achieved and Mr. Peterson and Mr. Myers received the bonuses set forth in the Summary Compensation Table.
Bonus Payments for Mr. Ellis. The target bonus for Mr. Ellis was equal to 60% of his base salary and was based on the achievement of the following budget performance targets with respect to certain divisions of North Safety: target EBITDA of $31,368,000 and net working capital of 23.1% of net sales, with the EBITDA component comprising 60% of the target bonus and the net working capital component comprising 40% of the target bonus. Mr. Ellis was eligible to receive up to an additional 15% of his base salary as a discretionary bonus. The maximum amount of bonus available to Mr. Ellis was equal to 125% of his target bonus in the event 110%-120% of the performance targets were achieved, declining ratably to 100% of the target bonus if 100% of the performance targets were achieved, and declining to 0% of the target bonus if less than 90% of the performance targets were achieved. For fiscal 2006, 104.9% of the target was achieved and Mr. Ellis received the bonus set forth in the Summary Compensation Table.
Bonus Payments for Mr. Laitsch. For 2006, the cash bonus payable to Mr. Laitsch was established at 5% of the annual net profit of KCL, as calculated before the deduction of corporate income tax and possible supplementary taxes. Mr. Laitsch is entitled to a minimum bonus of $31,375 (translated into U.S. Dollars at a rate of $1.255=€1.00, the average exchange rate in fiscal 2006), and there is no cap on the maximum amount of bonus that he may receive.
Bonus Payments for Mr. Martell. The target bonus for Mr. Martell was equal to 40% of his base salary and was based on the achievement of the budget following performance targets with respect to our electrical safety segment: EBITDA of $18,398,000, net sales of $74,227,000 and the achievement of inventory turns and fill rate, with the EBITDA component comprising 70% of the target bonus, the sales component comprising 10% of the target bonus, the inventory turns component comprising 15% of the target bonus and the fill rate component comprising 5% of the target bonus. The maximum amount of bonus available to Mr. Martell was equal to 125% of his target bonus in the event 110%-120% of the performance targets were achieved, declining ratably to 100% of the target bonus if 100% of the performance targets were achieved, and declining to 0% of the target bonus if less than 90% of the performance targets were achieved. For fiscal 2006, 114.4 % of these targets were achieved and Mr. Martell received the bonus set forth in the Summary Compensation Table.
Option Grants. Options are subject to time vesting and are conditioned upon continual employment in active service. One-third of the options covered by the grant vest in five installments, with 4.1333% of the grant amount vesting on the grant date and an additional 7.29925% vesting in each of the four fiscal years from 2006 through 2009 (with each such annual installment vesting quarterly on the last day of each calendar quarter). The remaining two-thirds of the options covered by the grant become exercisable on the day immediately preceding the eighth anniversary of the grant date; however the vesting on this portion of the option award is subject to acceleration if the EBITDA-based targets set forth in the grant agreement are met. With respect to the two-thirds for which vesting is subject to acceleration, the grant agreements provide that an installment consisting of 7.2900% of the shares shall become exercisable on March 31, 2006 and an installment consisting of 14.8425% would become exercisable on or within 120 days following December 31 of each calendar year 2006 through 2009, if the EBITDA-based target for the year was met. If the targets are not met for any calendar year 2006 through 2009, the portion of the option that was subject to acceleration will become exercisable on, or within 120 days following, the first December 31 on which the EBITDA-based target for such year is met and the cumulative EBITDA-based target is met.
For purposes of our option vesting schedule and the bonus payment calculations, EBITDA means the sum of (a) the sum of (i) Adjusted EBITDA (which represents EBITDA adjusted for management incentive compensation; (gain) loss on sale of property, plant and equipment; inventory purchase accounting adjustments; non-cash pension curtailment gain and seller transaction expenses), plus (ii) any LIFO reserve adjustment (whether positive or negative), plus (iii) unrealized foreign exchange gains or losses, plus (iv) other non-recurring or extraordinary gains or losses, plus (b) any management or similar fees charged to the Company by any principal stockholder (but only to the extent that such fees are deducted from the earnings described in clause (a) above but excluding reimbursement of any reasonable out of pocket fees and expenses). EBITDA may be adjusted to reflect the impact of acquisitions.
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The specific EBITDA and Cumulative EBITDA targets are as follows:
EBITDA Targets | | 2006 | | 2007 | | 2008 | | 2009 | |
Total Annual EBITDA | | $ | 83,624,000 | | $ | 92,623,000 | | $ | 97,912,000 | | $ | 101,951,000 | |
Cumulative EBITDA Targets | | 150,724,000 | | 243,346,000 | | 341,258,000 | | 443,209,000 | |
| | | | | | | | | | | | | |
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Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity awards held by our named executive officers:
| | Option Awards | |
Name | | Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1) | | Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(2) | | Equity
Incentive
Plan
Awards:
Number
of
Securities Underlying
Unexercised
Unearned
Options
(#) | | Option
Exercise
Price
($) | | Option
Expiration
Date | |
(a) | | (b) | | (c) | | (d) | | (e) | | (f) | |
Robert A. Peterson | | 174,538 | | 345,462 | | — | | 10.00 | | 1/2/16 | |
David F. Myers, Jr. | | 113,080 | | 223,818 | | — | | 10.00 | | 1/2/16 | |
Charles S. Ellis | | 21,817 | | 43,183 | | — | | 10.00 | | 1/2/16 | |
Volker H. Laitsch | | ¾ | | ¾ | | — | | ¾ | | ¾ | |
Kenneth R. Martell | | 8,391 | | 16,609 | | — | | 10.00 | | 1/2/16 | |
(1) Exercisable options are comprised of (i) 4.13333% of the shares covered by the option grant, which vested as of January 2, 2006, plus (ii) 7.29925% of the shares covered by the option grant, which vested as of December 31, 2006, plus (iii) 7.29000% of the shares covered by the option grant, which were subject to accelerated vesting as of March 31, 2006 based on the achievement of the applicable EBITDA target as set by the board, plus (iv) 14.8425% of the shares covered by the option grant, which were subject to accelerated vesting as of December 31, 2006 based on the achievement the applicable EBITDA target as set by the board.
(2) Unexercisable options will vest as follows: (i) an installment consisting of 7.29925% of the shares covered by the option grant shall become exercisable at the rate of 25% of the installment on the last day of each calendar quarter for each year ending December 31, 2007, 2008 and 2009; (ii) 44.5275% of the shares subject to the option grant shall become fully exercisable on January 1, 2014, provided that the optionee remains continuously employed through such date, provided further that an installment consisting of 14.8425% of the shares covered by the option grant shall be subject to accelerated vesting on or within 120 days following December 31 of each calendar year 2007, 2008 and 2009, if the EBITDA as of such December 31 equals or exceeds the applicable EBITDA target for such year as set by the board.
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Option Exercises and Stock Vested
There were no options exercised in fiscal 2006.
PENSION BENEFITS TABLE
Name | | Plan
Name | | Number
of Years of
Credited Service | | Present
Value of
Accumulated Benefit | | Payments
During Last
Fiscal Year | |
| | (1) | | (#) | | ($) | | ($) | |
(a) | | (b) | | (c) | | (d) | | (e) | |
Robert A. Peterson | | North Safety Products Benefit Restoration Plan | | 11.7 | | 621,216 | | — | |
David F. Myers, Jr. | | North Safety Products Benefit Restoration Plan | | 11.5 | | 307,620 | | — | |
Charles S. Ellis | | Norcross Safety Products L.L.C. Employees
Pension Plan | | 5.5 | | 108,024 | | — | |
| | North Safety Products Benefit Restoration Plan | | 5.5 | | 145,320 | | — | |
Volker H. Laitsch | | ¾ | | ¾ | | ¾ | | ¾ | |
Kenneth R. Martell | | W.H. Salisbury & Co. Employees Pension Plan | | 7.4 | | 156,096 | | — | |
Norcross Safety Products L.L.C. Employees’ Pension Plan. Messrs. Ellis and Martell participate in the Norcross Safety Products L.L.C. Employees’ Pension Plan (the “NSP Pension Plan”), which is a tax-qualified defined benefit plan. Mr. Ellis’ benefits are determined by the North Safety Benefit formula and Mr. Martell’s benefits are determined by the W.H. Salisbury Benefit formula as described below. Under the terms of the NSP Pension Plan, eligibility for Normal Retirement is age 65. Eligibility for Early Retirement for employees of North Safety Products is age 55 with ten years of service. Eligibility for Early Retirement for employees of W. H. Salisbury is age 62 with twenty years of service. As of December 31, 2006 neither Messrs. Ellis nor Martell are eligible for Normal Retirement or Early Retirement benefits under the terms of the NSP Pension Plan. No additional benefits will be earned after December 31, 2006.
North Safety Benefits under the NSP Pension Plan are calculated based on (1) the employee’s average monthly compensation for the five consecutive calendar years for which the participant’s aggregate compensation was greatest and (2) the employee’s years of credited service. Compensation includes total cash compensation required to be reported on Form W-2, plus any compensation deferred under Section 401(k) of the Internal Revenue Code, plus any compensation reductions under a plan pursuant to Section 125 of the Internal Revenue Code, but excluding reimbursements, other expense allowances, fringe benefits, deferred compensation and welfare benefits. Compensation is subject to Internal Revenue Code limitations. The monthly benefits calculated for Mr. Ellis under the North Safety formula equals:
· 1.0% of the participant’s average final monthly compensation, plus 0.5% of the participant’s average final monthly compensation in excess of covered compensation, multiplied by years and partial years of credited service limited to 35 years on the excess portion.
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W.H. Salisbury Benefits under the NSP Pension Plan are calculated based on (1) the employee’s average monthly compensation for the three consecutive years out of the last 10 years which yields the highest average and (2) the employee’s years of credited service. Compensation includes all amounts paid for services rendered in the course of employment excluding certain amounts which receive special tax benefits defined under the plan. Compensation is subject to Internal Revenue Code limitations. The monthly benefits calculated for Mr. Martell under the W.H. Salisbury formula equals:
· 1.63% of the participant’s average final monthly compensation, plus 0.65% of the participant’s average final monthly compensation in excess of covered compensation, multiplied by years and partial years of credited service limited to 20 years; less
· profit sharing account balance which could be received as a straight life annuity provided to the participant under W.H. Salisbury & Co.’s defined contribution plan.
North Safety Products Benefit Restoration Plan. Messrs. Ellis, Myers and Peterson participate in a non-qualified, unfunded defined benefit plan (the “Restoration Plan”). Eligibility for this plan includes North Safety Products employees whose benefits are limited by the Internal Revenue Code or those employees selected by Safety Products board of directors. The Restoration Plan provides a supplemental benefit equal to the maximum benefit amount that the participant would have received under the NSP Pension Plan if (1) there were no limitations on the maximum benefits payable under the NSP Pension Plan, and (2) if certain Internal Revenue Code limitations did not apply, and (3) if the prior plan formula under the NSP Pension Plan continued to be effective for all years of credited service. Eligibility for payment of benefits under the Restoration Plan is the same as provided in the NSP Pension Plan. No additional benefits will be earned after December 31, 2006. The monthly benefits calculated under the Restoration Plan equal the greater of the formula below offset by the monthly benefits provided under the NSP Pension Plan.
· 1.0% of the participant’s average final monthly compensation, plus 0.5% of the participant’s average final monthly compensation in excess of “covered compensation,” multiplied by years and partial years of credited service limited to 35 years on the excess portion; or
· 1.67% of the participant’s average final monthly compensation multiplied by years and partial years of credited service, less 1.67% of the participants primary social security benefit multiplied by his years of service and full months of credited service, not to exceed 30 years.
The monthly benefits payable to Messrs. Peterson and Myers under the Restoration Plan will be equal to the above formula multiplied by 37%.
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Termination and Change in Control Arrangements
Assuming each executive officer’s employment was terminated under each of the circumstances set forth below on December 31, 2006, the estimated values of payments and benefits to each named executive officer are set forth in the following table:
Name | | Benefit | | Termination with
Cause or without
Good Reason | | Termination without
Cause or for Good
Reason | | Change in Control
(1) | | Termination in the
Event of Disability or
Death | |
| | Salary | | $ | ¾ | | $ | 1,140,000 | | $ | 1,062,465 | | $ | 1,140,000 | |
Robert A. | | Bonus(2) | | ¾ | | 499,662 | | 499,662 | | 499,662 | |
Peterson | | Medical Benefits | | ¾ | | 22,616 | | 22,616 | | 22,616 | |
| | All Other Compensation (3) | | ¾ | | 18,096 | | 18,096 | | — | |
| | Salary | | ¾ | | 790,000 | | 736,270 | | 790,000 | |
David F. | | Bonus(2) | | ¾ | | 346,257 | | 346,257 | | 346,257 | |
Myers, Jr | | Medical Benefits | | ¾ | | 22,616 | | 22,616 | | 22,616 | |
| | All Other Compensation (3) | | ¾ | | 18,096 | | 18,096 | | — | |
| | Salary | | ¾ | | 453,338 | | ¾ | | ¾ | |
Charles S. | | Bonus(2) | | ¾ | | 231,202 | | ¾ | | ¾ | |
Ellis | | Medical Benefits | | ¾ | | ¾ | | ¾ | | ¾ | |
| | All Other Compensation | | ¾ | | ¾ | | ¾ | | ¾ | |
| | Salary | | ¾ | | 112,923 | | — | | 56,462 | |
Volker H. | | Bonus(2) | | __ | | 509,941 | | ¾ | | ¾ | |
Laitsch (4) | | Medical Benefits | | ¾ | | ¾ | | ¾ | | ¾ | |
| | All Other Compensation | | ¾ | | ¾ | | ¾ | | ¾ | |
| | Salary | | ¾ | | ¾ | | ¾ | | ¾ | |
Kenneth R. | | Bonus | | ¾ | | ¾ | | ¾ | | ¾ | |
Martell | | Medical Benefits | | ¾ | | ¾ | | ¾ | | ¾ | |
| | All Other Compensation | | ¾ | | ¾ | | ¾ | | ¾ | |
| | | | | | | | | | | | | | | |
(1) At the discretion of the board of directors, unexercisable options may become exercised in connection with a change of control if a certain internal rate of return is achieved by Odyssey. Odyssey’s target internal rate of return would not have been achieved if a change in control had occurred on December 31, 2006.
(2) Includes bonus payments with respect to fiscal 2006 that are reflected in column (d) and column (g) of the Summary Compensation Table.
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(3) The dollar value of the amounts shown in this column includes the following, which amounts represent the two-year total of such benefits based on the value for fiscal 2006:
Named Executive Officer | | Car Allowance
($) | | Life Insurance and
AD&D Premiums
($) | |
Robert A. Peterson | | 16,800 | | 1,296 | |
David F. Myers, Jr. | | 16,800 | | 1,296 | |
(4) Amounts paid to Mr. Laitsch have been translated into U.S. Dollars at a rate of $1.255=€1.00, the average exchange rate during fiscal 2006.
Summary of Termination and Change in Control Arrangements
Messrs. Peterson and Myers. In the event employment of Messrs. Peterson and Myers is terminated by Norcross for cause or by the executive without good reason, the executive will be entitled to his base salary and benefits for the period ending on the date of such termination and any unpaid bonus for any calendar year ending prior to the year in which such termination occurs.
In the event that employment is terminated (1) by Norcross without cause, (2) by the executive for good reason, (3) due to the executive’s death or disability, or (4) due to Norcross not offering, at least 90 days prior to the end of the term of employment, to continue the executive’s employment for a period of at least two years, the executive (or his estate) will be entitled to his base salary and benefits for the period ending on the date of termination, any unpaid bonus for any calendar year ending prior to the year in which such termination occurs, a pro rata bonus for the calendar year in which termination occurs and (except in the event of termination due to his death) his base salary and benefits for a period of 2 years if, within 30 days of termination, the executive signs and delivers to Norcross a general release from claims arising from facts and circumstances existing before the date of such release. In the event such executive’s employment terminated because Norcross elected not to continue his employment after the expiration of the initial term, the severance payment as described above will be offset by any payments or benefits received by the executive in the second year following such termination as a result of his having obtained new employment. Any amounts due to the executive shall be paid as if he had not been terminated, except that in the event the executive terminated his employment due to a change in control, such amounts shall be paid in a lump sum within 10 days of his resignation, in an amount discounted to present value at a rate of 7% per year. In the event that employment is terminated (1) by Norcross with cause or (2) by the executive without good reason, the executive shall be entitled to (i) receive base salary and benefits for the period ending on the termination date; and (ii) receive any unpaid bonus for any calendar year ending prior to the year in which the termination date incurred.
For purposes of the executives’ employment agreements, the terms “cause” and “good reason” are defined as follows:
· “cause” means the executive’s: (1) embezzlement or misappropriation of funds; (2) conviction of a felony involving moral turpitude; (3) commission of a material act of dishonesty; (4) fraud or deceit; (5) breach of any material provision of the employment agreement or other agreement with Norcross, Safety Products or any subsidiary thereof; (6) habitual or willful neglect of duties; breach of fiduciary duty; or (7) material violation of any other duty to Norcross, Safety Products or any subsidiary thereof.
· “good reason” means: (1) material breach by Norcross of its obligations to the executive if not cured within twenty days after written notice by executive to Norcross; (2) Norcross requiring executive to move his principal place of employment by more than 25 miles if such move increases executive’s commute; (3) the failure of any successor to Norcross to assume executive’s employment agreement; (4) a change of control.
Mr. Ellis. In the event employment is terminated by North Safety without cause or by Mr. Ellis with good reason, North Safety shall, for a period of eighteen months following such termination or resignation, pay Mr. Ellis his base salary as of such termination date. As a condition of such severance payment, Mr. Ellis shall continue to be bound by the covenants not to compete or solicit as specifically set forth in his employment agreement. In the event employment of Mr. Ellis is
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terminated (1) by North Safety for cause, (2) by Mr. Ellis without good reason or (3) due to his death or disability, Mr. Ellis will be entitled to the sum of any unpaid base salary through the date of termination, plus accrued and unpaid vacation pay and any unreimbursed expenses incurred by Mr. Ellis on behalf of North Safety.
For purposes of Mr. Ellis’ employment agreement, the terms “cause” and “good reason” are defined as follows:
· “cause” has the same meaning as defined in the employment agreements for Messrs. Peterson and Myers, except that the definition for Mr. Ellis also includes: (1) failure to correct insubordination; (2) failure to comply with instructions; or (3) other acts or omissions that adversely affect operations.
· “good reason” means Mr. Ellis’ resignation as a result of: (1) a substantial diminution of responsibilities, duties or authorities; (2) a reduction of his perquisites, including office facilities and support staff; (iii) a relocation to an area more than fifty miles from the current location; or (4) a material breach of his employment agreement by North Safety, which is not cured within 30 days after written notice by Mr. Ellis to North Safety.
Mr. Laitsch. In the event Mr. Laitsch should become permanently unable to work, his employment shall terminate at the end of the calendar half year in which the permanent inability to work has been established and he shall be entitled to a pro rata bonus based on the profit of the KCL in the prior fiscal year. In the event employment of Mr. Laitsch is terminated due to his death, his wife and marital children that are less than 25 years old shall be entitled to receive his base salary for a period of four months and his pro rata bonus based on the profit of the KCL in the prior fiscal year. In the event employment of Mr. Laitsch was terminated without cause as of December 31st of any year, he would be entitled to his base salary through the following June 30 (i.e. up to 6 months in the event the Company did not elect to renew his contact on December 31st) and 150% of his bonus for fiscal 2006. In the event employment of Mr. Laitsch is terminated for cause or due to his resignation, his employment agreement will automatically terminate.
Option Plan. As described in the Compensation Discussion and Analysis, upon a change in control, previously unvested options would become exercisable if specified internal rate of return and a multiple of investment dollars had been achieved by Odyssey. As of December 31, 2006, such target internal rates of return and multiple of investment dollars had not been achieved and options would not accelerate upon a change in control unless the board of directors elected to do so in its discretion.
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Director Compensation
None of our employees are entitled to any compensation for serving on our board of directors.
ITEM 12. | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Principal Equityholders
The following table sets forth certain information with respect to the beneficial ownership of the common stock of Safety Products as of February 28, 2007, by:
· Each person, or group of affiliated persons, who is known by us to own beneficially more than 5.0% of its common stock;
· Each of our directors and named executive officers; and
· All of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rule of the SEC. Shares of common stock subject to options currently exercisable or exercisable within 60 days of February 28, 2007, are deemed outstanding for calculating the percentage of outstanding share of the person holding these options, but are not deemed outstanding for the percentage of any other person. Percentage of beneficial ownership is based upon 11,030,884 shares of common stock outstanding as of February 28, 2007. To our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name. Except as otherwise indicated, the address of each of the persons in this table is as follows: c/o Safety Products Holdings, Inc., 2001 Spring Road, Suite 425, Oak Brook, Illinois 60523.
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| | Common Stock | |
Name | | Number Including
Underlying
Options | | Number
Underlying
Options | | Percent | |
Odyssey Investment Partners Fund III, LP
c/o Odyssey Investment Partners, LLC
280 Park Avenue West Tower New York, NY 10017 | | 8,260,000 | (1) | 0 | | 74.9 | % |
Safety Products, LLC
c/o GE Asset Management
Incorporated 3001 Summer Street Stamford, CT 06905 | | 2,500,000 | | 0 | | 22.7 | % |
Robert A. Peterson | | 294,261 | | 184,261 | | 2.6 | % |
David F. Myers, Jr. | | 169,228 | | 119,228 | | 1.5 | % |
Charles S. Ellis | | 36,003 | | 23,003 | | * | |
Volker H. Laitsch | | 0 | | 0 | | * | |
Kenneth R. Martell | | 12,347 | | 8,847 | | * | |
Brian Kwait | | 8,301,258 | (2)(3)(4)(5) | 0 | | 75.3 | % |
Craig P. Staub | | 0 | | 0 | | * | |
Matthew A. Satnick | | 0 | | 0 | | * | |
All directors and executive officers as a group (10 persons) | | 8,844,726 | | 346,842 | | 77.7 | % |
* Represents beneficial ownership of less than one percent.
(1) Odyssey Capital Partners III, LLC, or Odyssey Capital, is the general partner of Odyssey Investment Partners Fund III, LP, or Odyssey Fund, and by virtue of such status may be deemed to be the beneficial owner of the shares held by Odyssey Fund. Mr. Kwait is a Managing Member of Odyssey Capital and does not have the power individually to direct or veto the voting or disposition of shares held by Odyssey Fund. Odyssey Capital expressly disclaims beneficial ownership of the shares held by Odyssey Fund.
(2) Includes 8,260,000 shares of common stock owned by Odyssey Fund.
(3) Mr. Kwait may be deemed to share beneficial ownership of the shares held by Odyssey Fund by virtue of his status as a Managing Member of Odyssey Capital. Mr. Kwait expressly disclaims beneficial ownership of any shares held by Odyssey Fund that exceed his pecuniary interest therein. The members and managers of Odyssey Capital share investment and voting power with respect to securities owned by Odyssey Fund, but no individual controls such investment or voting power.
(4) Includes 41,258 shares of common stock owned by Safety Products Coinvestment LLC, or Coinvestment LLC. Odyssey Investment Partners, LLC, or Odyssey, is the managing member of Coinvestment LLC and by virtue of such status may be deemed to be the beneficial owner of the shares held by Coinvestment LLC. Mr. Kwait is a Managing Member of Odyssey and does not have the power individually to direct or veto the voting or disposition of shares held by Coinvestment LLC. Odyssey expressly disclaims beneficial ownership of the shares held by Coinvestment LLC.
(5) Mr. Kwait may be deemed to share beneficial ownership of the shares held by Coinvestment LLC by virtue of his status as a Managing Member of Odyssey. Mr. Kwait expressly disclaims beneficial ownership of any shares held by Coinvestment LLC that exceed his pecuniary interest therein.
Equity Compensation Plan Information
The following table provides information as of December 31, 2006 about the common stock that may be issued under all of the existing equity compensation plans, including the 2005 Option Plan of Safety Products. The 2005 Option Plan has been approved by our stockholders.
| | Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights | | Weighted-average
exercise price of
outstanding options,
warrants and rights | | Number of securities
Remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in
column (a)) | |
| | (a) | | (b) | | (c) | |
Equity compensation plans approved by security holders | | 1,345,559 | | $ | 10.95 | | 91,072 | |
| | | | | | | |
Equity compensation plans not approved by security holders | | — | | — | | — | |
Total | | 1,345,559 | | $ | 10.95 | | 91,072 | |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Stockholders Agreement
On July 19, 2005, Safety Products entered into a stockholders agreement with Odyssey Investment Partners Fund III, LP (“Odyssey Fund”) and Safety Products, LLC (“SPL”). The stockholders agreement includes certain restrictions on the transfer of shares of common stock including the granting to Odyssey Fund of a right of first refusal with respect to sales of shares held by SPL at any time prior to the fifth anniversary of the execution date of the agreement. Under certain circumstances, SPL has “tag-along” rights to sell its shares on a pro rata basis with Odyssey Fund in certain sales to third parties. If Odyssey Fund approves a sale of shares of common stock, Odyssey Fund has the right to require SPL to sell their shares on the same terms. In addition, subject to certain exceptions, including issuance pursuant to an initial public offering, the stockholders agreement grants holders of common stock party thereto preemptive rights with respect to issuances of common stock by Safety Products.
The stockholders agreement also includes certain registration rights which provide that, upon the written request of either Odyssey Fund or SPL, Safety Products has agreed to, on one or more occasions following an initial public offering, prepare and file a registration statement with the SEC concerning the distribution of all or part of the shares of common stock held by Odyssey Fund and SPL, and use its commercially reasonable efforts to cause the registration statement to become effective. Following an initial public offering by Safety Products, Odyssey Fund and SPL will also have the right, subject to certain exceptions and rights of priority, to have their shares included in certain registration statements filed by Safety Products. Registration expenses of the selling stockholders (other than underwriting discounts and commissions and transfer taxes applicable to the shares sold by such stockholders or the fees and expenses of any accountants or other representatives retained by a selling stockholder) will be paid by Safety Products. Safety Products has also agreed to indemnify the stockholders against certain customary liabilities in connection with any registration.
Management Stockholders Agreement
On July 19, 2005, Safety Products also entered into a management stockholders agreement with Odyssey Fund and the management investors. The management stockholders agreement generally restricts the transfer of shares of common stock without the consent of Odyssey Fund. Exceptions to this restriction include transfers for estate planning purposes, in each case so long as any transferee agrees to be bound by the terms of the management stockholders agreement.
Safety Products and Odyssey Fund have a right of first refusal under the management stockholders agreement with respect to sales of shares of common stock held by management investors. Under certain circumstances, the stockholders have “tag-along” rights to sell their shares on a pro rata basis with the selling stockholder in certain sales to third parties. If Odyssey Fund approves a sale of shares of common stock, Odyssey Fund has the right to require the management stockholders to sell their shares on the same terms. The agreement also contains a provision that gives Safety Products the right to repurchase a management investor’s shares upon termination of that management investor’s employment and gives the management stockholder the right to require Safety Products to repurchase such stockholder’s shares upon termination of that management investor’s employment. In addition, subject to certain exceptions, including issuance pursuant to an initial public offering, the management stockholders agreement grants holders of common stock party thereto preemptive rights with respect to issuances of common stock by Safety Products to Odyssey Fund.
Family Relationships
William L. Grilliot, our President—Fire Service, is the husband of Mary I. Grilliot, the Vice President of our subsidiary, Morning Pride Manufacturing L.L.C. Mr. and Mrs. Grilliot were each paid an aggregate salary and bonus of $233,086 for their services during the year ended December 31, 2006.
Real Property Leases
Morning Pride Manufacturing L.L.C. leases a facility in Dayton, Ohio from American Firefighters Cooperative, Inc., a corporation controlled by William L. Grilliot, our President—Fire Service. The initial term of the lease ended on February 28, 2005 and was extended through April 30, 2009. The base rent is $347,816 per year, payable in monthly installments. In addition, we must also pay American Firefighters Cooperative, Inc. the actual amount of all real estate taxes, and all general and special assessments of every kind, as additional rent during the term of the lease. The annual rent paid in each of 2006, 2005 and 2004 was $382,111, $373,181 and $366,320, respectively. If the lease expires or is terminated at any time prior to July 1, 2010, we must reimburse American Firefighters Cooperative, Inc. an amount equal to the number of months remaining in the rental term multiplied by $1,206.
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Related Party Policy
We do not have a formal related party approval policy for review and approval of transactions required to be disclosed pursuant to item 404 (a) of Regulation S-K. However, it is our policy to comply with the covenant related to transactions with affiliates that is contained in the indeture governing our notes.
Director Independence
None of the Company’s directors is “independent” within the meaning of the rules of the national security exchanges. The Company is privately owned and all of its directors are affiliates of Odyssey Fund, the Company’s principal stockholder or are members of the Company’s management.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees for services provided by Ernst & Young LLP (“E&Y”) for fiscal year 2005 and 2006. All Audit Fees, Audit-Related Fees, Tax Fees and Other Fees were pre-approved by the Audit Committee in accordance with its established procedures.
(In thousands) | | 2005 | | 2006 | |
Audit Fees (a) | | $ | 1,249,942 | | $ | 1,103,342 | |
Audit-Related Fees (b) | | 73,742 | | 125,000 | |
Tax Fees (c) | | 939,210 | | 1,133,350 | |
All Other Fees | | — | | 12,823 | |
Total | | $ | 2,262,894 | | $ | 2,374,515 | |
(a) Fees for professional services provided for the audit of the Company’s annual financial statements as well as reviews of the Company’s quarterly reports on Form 10-Q, accounting consultations on matters addressed during the audit or interim reviews, SEC filings and offering memorandums including comfort letters and consents and assistance with SEC comment letters.
(b) Fees for professional services which principally include services in connection with internal control matters and due diligence procedures related to acquisition targets.
(c) Fees for professional services for tax related advice and compliance.
Pre-Approval Policy
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditor and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval policy, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. The aggregate amount of all such pre-approved services constitutes 100% of the total amount of fees paid by us to E&Y.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The financial statements filed as part of this Form 10-K are described in the Index to Consolidated Financial Statements in Item 8 above.
(a)(2) Financial Statement Schedules (included in Item 8 above)
Schedule I—Condensed Financial Information
Schedule II—Valuation and Qualifying Accounts and Reserves
(a)(3) Exhibits
See attached Exhibit Index.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | Safety Products Holdings, Inc. |
| | | | |
| | | /s/ Robert A. Peterson |
| | | By: | Robert A. Peterson |
Date: March 23, 2007 | | | Its: | President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 23, 2007.
Signatures | | Capacity |
| | |
| | |
/s/ Robert A. Peterson | | President, Chief Executive Officer and Director |
Robert A. Peterson | | (Principal Executive Officer) |
| | |
| | |
/s/ David F. Myers, Jr. | | Executive Vice President, Chief Financial Officer, |
David F. Myers, Jr. | | Secretary and Director |
| | (Principal Financial and Accounting Officer) |
| | |
| | |
/s/ Brian Kwait | | Director |
Brian Kwait | | |
| | |
| | |
/s/ Craig P. Staub | | Director |
Craig P. Staub | | |
| | |
| | |
/s/ Matthew A. Satnick | | Director |
Matthew A. Satnick | | |
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EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
3.1 | | Amended and Restated Certificate of Incorporation of Safety Products Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Safety Products Holdings, Inc. for the fiscal quarter ended July 2, 2005). |
| | |
3.2 | | Amended and Restated Bylaws of Safety Products Holdings, Inc. |
| | |
4.1 | | Indenture, dated as of January 7, 2005, by and between NSP Holdings L.L.C., NSP Holdings Capital Corp. and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-4 of NSP Holdings, L.L.C. (File No. 333-123631)). |
| | |
4.2 | | Form of 11¾% Senior Pay in Kind Notes due 2012, Series B (incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Safety Products Holdings, Inc., filed on December 15, 2005). |
| | |
4.3 | | First Supplemental Indenture dated as of July 19, 2005 among NSP Holdings L.L.C., NSP Holdings Capital Corp. and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-4 of Safety Products Holdings, Inc., filed on December 15, 2005). |
| | |
4.4 | | Second Supplemental Indenture dated as of July 19, 2005 among NSP Holdings L.L.C., NSP Holdings Capital Corp., Safety Products Holdings, Inc. and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 4.1 of the Current Report on Form 8-K of Safety Products Holdings, Inc. filed on July 25, 2005). |
| | |
4.5 | | Registration Rights Agreement dated as of July 19, 2005 by and between Safety Products Holdings, Inc. and Credit Suisse First Boston LLC (incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K of Safety Products Holdings, Inc. filed on July 25, 2005). |
| | |
10.1 | | Purchase Agreement dated June 28, 2005 by and between Safety Products Holdings, Inc. and Credit Suisse First Boston LLC (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K of Safety Products Holdings, Inc. filed on July 25, 2005). |
| | |
10.2 | | Purchase and Sale Agreement dated May 20, 2005 by and among NSP Holdings L.L.C., Norcross Safety Products L.L.C. and Safety Products Holdings, Inc. (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of Safety Products Holdings, Inc. for the fiscal quarter ended July 2, 2005). |
| | |
10.3 | | Credit Agreement dated as of July 19, 2005 among Safety Products Holdings, Inc., as a Guarantor, Norcross Safety Products L.L.C., North Safety Products Inc., Morning Pride Manufacturing L.L.C., North Safety Products LTD., the Several Lenders from Time to Time Parties thereto, Credit Suisse, as Administrative Agent, Bank of America, N.A., as Syndication Agent, GMAC Commercial Finance LLC, LaSalle Bank National Association and US Bank National Association, as Documentation Agents, and Credit Suisse, Toronto Branch, as Canadian Agent (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.4 | | Incremental Facility Amendment dated as of November 1, 2005 among Norcross Safety Products L.L.C., North Safety Products Inc., Morning Pride Manufacturing L.L.C., the Several Lenders from Time to Time Parties thereto, and Credit Suisse, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of Safety Products Holdings, Inc. for the fiscal quarter ended October 1, 2005). |
| | | | | |
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10.5 | | Incremental Facility Amendment dated as of June 9, 2006 among Norcross Safety Products L.L.C., North Safety Products Inc., Morning Pride Manufacturing L.L.C., the Several Lenders from Time to Time Parties thereto, and Credit Suisse, as Administrative Agent. |
10.6 | | Lease Agreement by and between Morning Pride Manufacturing L.L.C. and American Firefighter Cooperative, Inc. regarding property located in Dayton, Ohio (incorporated herein by reference to Exhibit 10.5 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.7 | | Managing Director Employment Agreement, dated May 29, 2006 and effective July 1, 2005, by and between Kächele-Cama Latex GmbH and Volker H. Laitsch (incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2006). |
| | |
10.8 | | Amended and Restated Employment Agreement dated as of May 20, 2005 by and between Norcross Safety Products L.L.C. and Robert A. Peterson (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.9 | | Amended and Restated Employment Agreement dated as of May 20, 2005 by and between Norcross Safety Products L.L.C. and David F. Myers, Jr. (incorporated herein by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.10 | | Employment Agreement dated as of May 20, 2005 by and between Morning Pride Manufacturing L.L.C. and William Grilliot (incorporated herein by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.11 | | Employment Agreement dated as of May 20, 2005 by and between North Safety Products, Inc. and Charles S. Ellis (incorporated herein by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.12 | | Employment Agreement, dated as of August 1999, by and between Kenneth R. Martell and W.H. Salisbury and Company (incorporated herein by reference to Exhibit 10.12 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.13 | | Share Purchase Agreement, dated September 1, 1998, by and among Norcross Safety Products L.L.C., Siebe Plc, Siebe International Limited, Deutsche Siebe Gmbh, and Siebe Inc (incorporated herein by reference to Exhibit 10.16 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.14 | | Amendment and Assignment of the Siebe Share Purchase Agreement (incorporated herein by reference to Exhibit 10.17 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
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| | |
10.15 | | 2005 Option Plan of Safety Products Holdings, Inc. (incorporated herein by reference to Exhibit 10.18 of the Registration Statement on Form S-4 of Safety Products Holdings, Inc., filed on December 15, 2005). |
| | |
10.16 | | Agreement, dated December 14, 1982, by and among Siebe Norton, Inc., Norton Company and Siebe Gorman Holdings PLC (incorporated herein by reference to Exhibit 10.29 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.17 | | Cooperation Agreement, made as of January 10, 1983, by and between Siebe Norton, Inc. and Norton Company (incorporated herein by reference to Exhibit 10.30 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.18 | | Indenture, dated as of August 13, 2003, by and between Norcross Safety Products L.L.C., Norcross Capital Corp., the Guarantors named therein and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.19 | | First Supplemental Indenture dated as of July 19, 2005 among Norcross Safety Products L.L.C., Norcross Capital Corp., the Guarantors listed on the signature pages thereto and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 4.1 of the Quarterly Report on Form 10-Q of Norcross Safety Products, L.L.C. for the fiscal quarter ended July 2, 2005). |
| | |
10.20 | | Second Supplemental Indenture dated as of December 14, 2005 among The Fibre-Metal Products Company, Norcross Safety Products L.L.C., Norcross Capital Corp., the Guarantors listed on the signature pages thereto and Wilmington Trust Company, as trustee (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-4 of Safety Products Holdings, Inc., filed on December 15, 2005). |
| | |
10.21 | | Form of 97/8% Senior Subordinated Notes due 2011, Series B, of Norcross Safety Products L.L.C. (incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.22 | | Form of Guarantee issued by the Guarantors of the 97/8% Senior Subordinated Notes due 2011 of Norcross Safety Products L.L.C. (incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-4 of Norcross Safety Products L.L.C., filed on November 14, 2003 (File No. 333-110531)). |
| | |
10.23 | | CIVC Registration Rights Agreement, dated as of January 7, 2005, by and among NSP Holdings L.L.C., NSP Holdings Capital Corp. and CIVC Partners Fund, L.P. (incorporated herein by reference to Exhibit 10.44 of the Annual Report on Form 10-K of Norcross Safety Products L.L.C. for the fiscal year ended December 31, 2004). |
| | |
10.24 | | Letter dated July 19, 2005 from Safety Products Holdings, Inc. to GS Mezzanine Partners III Onshore Fund, L.P. and GS Mezzanine Partners III Offshore Fund, L.P. (incorporated herein by reference to Exhibit 10.27 of the Registration Statement on Form S-4 of Safety Products Holdings, Inc., filed on December 15, 2005). |
| | |
10.25 | | Stock Purchase Agreement dated as of October 3, 2005 by and among Norcross Safety Products, L.L.C., The Fibre-Metal Products Company, Residuary Trust under the Will of Charles E. Bowers, Jr., Trust under the Will of Charles E. Bowers, Jr. for the benefit of Judith L. Bowers, Charles E. Bowers, Jr. Irrevocable Trust dated December 17, 1990 and Charles J. Grandi (incorporated herein by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of Safety Products Holdings, Inc. for the fiscal quarter ended October 1, 2005). |
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| | |
10.26 | | Amendment No. 1 to the 2005 Option Plan of Safety Products Holdings, Inc. (incorporated herein by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006). |
| | |
10.27 | | Form of Non-Qualified Option Agreement of Safety Products Holdings, Inc. |
| | |
10.28 | | Employment Letter Agreement by and between William Hayes and Norcross Safety Products L.L.C., dated September 8, 2006 (incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2006). |
| | |
21.1 | | Subsidiaries of Registrant. |
| | |
31.1 | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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