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Mine Safety Appliances Company (NYSE:MSA)

Q3 2010 Earnings Call Transcript

October 28, 2010 10:00 am ET

Executives

Mark Deasy – Director, Global Public Relations

Bill Lambert – President & CEO

Dennis Zeitler – SVP & CFO

Phil Robbibaro – President and CEO, General Monitors

Joe Bigler – VP & President, North America

Analysts

Edward Marshall – Sidoti & Company

Richard Eastman – Robert W. Baird

Brian Rafn – Morgan Dempsey Capital

Dick Ryan – Dougherty & Company

Operator

Welcome to the MSA third quarter earnings conference call. My name is Kim, and I will be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded.

I will now turn the call over to Mr. Mark Deasy. Mr. Deasy, you may begin.

Mark Deasy

Thank you, Kim, and good morning everybody and welcome to our third quarter earnings conference call for 2010. As is our normal practice, joining us on the call this morning are Bill Lambert, President and Chief Executive Officer, Dennis Zeitler, our Senior Vice President and Chief Financial Officer, Joe Bigler, President of MSA North America and Rob Canizares, Executive Vice President and President of MSA International.

I should also note that we have with us today, here in Pittsburgh, Phil Robbibaro, President and CEO of General Monitors. Phil is in Pittsburgh this week for meetings which included, co-hosting with Joe Bigler, a town hall meeting with our North American employees yesterday.

Earnings press release was issued this morning at 8:30, and we hope everybody's had an opportunity to review it. If you haven't seen it, a copy can be found on the home page of MSA's website at www.msanet.com.

This morning Bill will provide commentary on our third quarter. He will then be followed by Dennis who will review our financials and after Dennis's comments, we'll open up the call for your questions.

As always, before we begin, I need to remind everyone that the matters discussed on this call, with the exception of historical information, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Forward-looking statements, including, without limitation, all projections and anticipated levels of future performance involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed here. These risks, uncertainties and other factors are detailed from time to time in our filings with the SEC, including our most recent Form 10-Q which was filed on July 28, 2010.

You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. Our SEC filings can be easily obtained at no charge at www.sec.gov, our own website and a number of other commercial sites.

With that, that concludes our forward-looking statement. So at this point, I'll turn the call over to Bill Lambert for his comments. Bill?

Bill Lambert

Thanks, Mark, and good morning, everyone. And let me begin by saying thank you for joining us today on this conference call and for your continued interest in MSA. Presumably, all of you have seen our third quarter earnings release and have our financial figures with all comparisons corresponding to the equivalent third quarter of 2009.

As you saw in our press release, we have seen a nice pickup in many parts of our business. Although the recovery continues to be tedious with a very slow reversal in unemployment levels in the US and Western Europe, I am pleased to report that we are seeing some nice growth in core industrial markets and in mining in North America, Africa and Latin America.

I am also pleased to report that our order book remains relatively strong and continues to provide us with a certain amount of optimism that the core industrial markets we serve, which makes up nearly two-thirds of our consolidated global sales, are slowly and steadily improving.

It is especially encouraging to see continued strength in order activity in our industrial markets in North America and in Latin America throughout the quarter. And I'm also encouraged by the recent uptick in order activity in China and emerging markets in Eastern Europe and the Middle East.

The emphasis we are placing on driving our core industrial business, that is the business outside of the fire service and the military, is without question generating results as, on a year-over-year comparison, North American industrial sales increased 12%.

In our international segment, our local currency industrial sales were up 16% when compared to the third quarter of 2009. A large portion of this was in Africa and Latin America, serving the mining and the broad manufacturing markets in those regions.

As you saw in our press release, our consolidated sales in the quarter were 242 million, representing an increase of 13.5 million, or 6% over the same period from a year-ago. In our North American segment, sales were up 5% from a year-ago. And our international segment sales increased a healthy 21% in the quarter as reported.

Conversely, as reported sales in our European segment declined 5% from a year-ago, eliminating the effects of a weaker euro, overall European sales actually increased 3% when compared to the third quarter of 2009.

MSA consolidated gross profit, as reported, increased 9%, or $7.5 million on the 6% consolidated sales increase I just noted. That's an improvement of 108 basis points when expressed as a percentage of sales. This improvement reflects both a change in product mix with an increased weighting towards industrial markets and the results of our continued and very focused efforts to improve gross margins under Project Magellan.

Dennis will talk more specifically about improving operating margins in his remarks, but I am pleased to see the progress we are making and pleased to see these initial results of our efforts. While reported net income is down quarter-over-quarter, I think it's important to note that we recognize the 2.1 million pretax charge for restructuring, or roughly $0.04 per basic share after tax. 1.5 million of that restructuring charge was in euro.

As I noted on our last earnings call, we are in the middle of a multi-year project in Europe that, when completed, will reduce operating costs in that segment, improve and streamline decision making and ultimately improve the profitability and effectiveness of our European organization. This is a long-term improvement initiative, but I am pleased to report that we are indeed making steady progress toward our goals in Europe.

I think it's also important to note that we incurred a $2.5 million pretax charge, or roughly $0.05 per basic share after tax, associated with the acquisition of General Monitors which we formally completed just two weeks ago on October 13th. I welcome Phil here, joining us today, to MSA and to this call.

As I noted when we announced this transaction, our acquisition of General Monitors accelerates a key element of MSA's long-term corporate strategy to provide a broad line of fixed flame and gas detection systems and solutions to customers in an estimated $850 million market. As we have communicated previously to you, we expect this transaction to be accretive by $0.10 to $0.15 per share in 2011 earnings.

Okay. To give you a bit more insight into the results of our three geographic segments, I'll start with North America.

As I stated earlier, North American sales showed an increase of $4.9 million, or 5% versus the third quarter of 2009. Higher invoicing in North America was the result of the following key factors.

Overall, we are continuing to see a broad-based increase in end-user demand in the North American industrial market. During the quarter, we saw an increase in sales of $8 million or roughly 12% in the North American core industrial market versus the same period last year. What continues to be especially encouraging to us is that this growth occurred across multiple core MSA product lines.

More specifically, sales of hardhats and head protection products increased 38% in the quarter, portable gas detection instrument sales increased 30%, and fixed gas detection instrument sales increased almost 14% over the same period last year in North America.

Our North American military sales, which includes the US and Canada, were up 1.4 million, an increase of 18% from a year-ago, primarily related to higher ballistic helmet sales.

I am happy to report to you that during the quarter, we successfully worked through the startup delays that hampered our earlier transition to our new contract for advanced combat helmets, and we are in full production. This should bode well for the fourth quarter of 2010 and even into 2011 as we ship ACHs to the US Army under our current $45 million contract.

Looking at the fire service within North America, fire service sales were down 4.5 million, or 14%, reflecting the ongoing budget and revenue difficulties that continue to restrict municipal spending in this area.

Shifting gears to our margin performance, gross margins in North America were up 40 basis points in the quarter when compared to the third quarter of 2009 on a more favorable product mix resulting from a higher percentage of commercial core industrial sales. Operating costs in North America, excluding research and development costs were up about $0.4 million, or 2% versus last year.

Substantially all of this increase was in selling and marketing costs on the higher level of industrial market sales.

Now, shifting our focus to Europe, as reported sales were down 5% from a year-ago, eliminating the weakness in the euro, sales were actually up 3%, or 2.1 million over the same period in 2009. Although the weak economic recovery is causing budget and tax revenue difficulties and restrictions on municipal spending in Europe, we saw a nice improvement in military sales in the quarter.

Local currency military sales increased by $3.9 million, or 48% in the quarter, while local currency fire service sales were down $1.6 million, or 7% in the quarter, versus the same period last year. Local currency core industrial market sales were flat when comparing the third quarter of 2010 to the same period in 2009 for Europe.

Compared to what we're seeing elsewhere in the world, the pickup in order activity has clearly been a bit more choppy in our European operations. Although we have started to see a nice improvement in northern and central Europe, where we recognized increases in revenue of 17% and 10% respectively when comparing the current quarter to the third quarter of 2009, we continue to feel the impact of a very slow recovery occurring in areas like Spain and Italy.

We expect continued volatility across Europe as the speed of the recovery continues to be impacted by austerity measures that limit economic activity and improvements in employment levels there.

Our gross margins in Europe are relatively flat, increasing 10 basis points above a year-ago. Excluding our investment in research and development, local currency operating costs increased $0.5 million on the 3% improvement in sales.

Increasing revenues in certain areas of Europe, coupled with a strong focus on controlling operating costs, helped us to recognize an improvement in operating income in our European segment during the quarter.

Lastly, looking at our international segment, I am pleased to report that we're seeing some very strong and encouraging improvement there. Overall, the international segment reported a sales increase of $12.1 million, a 21% improvement from the same period of a year-ago. Eliminating currency translation effects, international sales were up 15% from the third quarter of 2009.

Incoming orders are up year-over-year. And in certain regions like Latin America, we have seen significant growth, where local currency sales improved 36% from the third quarter of 2009.

Broadly across the international segment, core industrial sales were up 23% from the third quarter a year-ago, with only 7% of that increase attributable to the strengthening of foreign currencies. This continues to clearly reflect a strong rebound in demand for our products in core industrial markets within emerging international markets.

On a local currency basis, international gross margins were flat when compared to the third quarter of 2009, while operating costs, excluding the research and development, were up about $1.2 million, or 7%. Much of this increase is in Latin America on significantly higher levels of sales.

Strengthening sales and a strong focus on managing operating costs resulted in solid improvement in our international segment net income when compared to the same period of a year-ago.

Before I turn the call over to Dennis, I would like to highlight what I see as very noteworthy successes for MSA during the quarter, and discuss some of our focus areas as we close out 2010.

To begin, our performance in the global industrial market was very strong in the quarter and is especially encouraging when we consider the broad increases experienced in the multiple core product lines I noted earlier.

Global (inaudible) sales of head protection increased 38%. Portable instrument sales increased 28% and eye and face protection increased 26% over the third quarter of 2009. I think it's important to keep in mind that 86% of MSA's business is outside the US fire service and the US military segments. Global industrial markets are at our core, and that is where we have refocused our efforts and our investments over the past two years. And that is where we are seeing some very strong results.

Second, our business in Latin America continues to recover with significant local currency sales growth. We are benefiting from our strong presence in this emerging market region and the general economic recovery that is clearly underway there.

Lastly, as I mentioned earlier, we successfully completed the acquisition of General Monitors on October 13th. Since we announced this transaction in September, our work has focused on establishing a detailed cross-functional integration process that will ensure the success of this exciting addition to MSA.

Related to this, I am pleased to report that we recently accomplished a critical step when our joint GM and MSA integration teams established a detailed organizational structure with defined team goals, individual responsibilities and processes that will help ensure the integration is fully planned and executed effectively.

While our work is just beginning on this front, I am confident that we have the right people and right processes in place to make this acquisition a great success and firmly position our combined companies as a global leader in fixed flame and gas detection technology.

While we remain committed to investing in targeted growth areas such as our core product lines, emerging international markets, and as demonstrated by the acquisition of General Monitors, we are mindful of the ongoing economic uncertainties.

For this reason, management continues to focus on managing operating costs throughout the world, and especially in Europe where, when measured in local currency and excluding research and development costs, our costs were essentially flat compared to a year-ago.

As economic conditions improve, our focus on investing in targeted growth areas and our continued discipline in managing operating costs are helping us to weather the slow growth in global economic activity and emerge in a way that will significantly increase shareholder value in the future as the world economies gain further strength.

In future quarters, I look forward to reporting to you on our continued focus with multi-year strategic initiatives like, one, investing in our core product lines and core markets in both developed areas and emerging markets like Eastern Europe, Latin America and Africa.

Two, our long-term commitment to developing exciting and innovative new products that advances worker safety.

Three, implementing programs to build customer satisfaction and to optimize our channels of distribution.

Four, optimizing our global manufacturing footprint under Project Magellan in order to lower our production costs and improve our manufacturing competitiveness.

And lastly, five, successful milestone completion in our ongoing General Monitors acquisition integration.

The first four of these initiatives have certainly helped us to recognize increased sales and improved operating margins during this quarter and the fifth, General Monitors, will certainly help us going forward.

I want to assure you that we remain focused on these strategic programs and these areas of our business which will hope us to accelerate growth, increase market share and ensure the company's long-term success.

Now I would like to turn the conference call over to Dennis Zeitler, our CFO, who will provide you with more insight into our financial results. Dennis?

Dennis Zeitler

Thank you, Bill. Good morning, everyone. I would like to give you some further insight into our third quarter performance and comment on the balance sheet and cash flow statements. Additional information will be available later today when we file our Form 10-Q with the Securities and Exchange Commission.

And as Bill mentioned, sales in the third quarter of 2010 were $242 million. Compared to the third quarter of 2009, sales were up 6% with an increase of 21% in our international segment, 5% in North America and a decrease of 5% in Europe.

When we exclude the change in foreign currency rates around the world, our total sales are up 7%; 4% in North America, 3% in Europe, and 15% in international.

By markets, the fire service was down 14%, military was up 37%, and core industrial business, which is two-thirds of our business, increased 12% over last year. As Bill said, North American sales in the third quarter were up 5% compared to 2009, comprised of a 14% decrease in the fire service, an 18% increase in military and a 12% increase in industrial sales.

The US fire service has certainly benefited from the release of AFG funding during the first half of this year but that benefit has been more than offset by the very real budget constraints that some – many municipalities are dealing with today.

As we have discussed for several quarters, our US military sales have been depressed recently due to the cap in ACH production as we transition between contracts.

I am happy to report that we did begin shipping ACH-3 helmets to the US military in September and will continue to ramp up production during the fourth quarter. Other good news is that head protection, portable gas detection and permanent gas detection sales in North America were up 38%, 30%, and 14% respectively over the depressed levels of 2009.

Our international sales were up 21% this quarter, of which 6 percentage points was currency related. Although fire service sales were down 7%, our industrial sales, which represent 86% of our international segment sales, were up 23% over the third quarter of 2009.

In Europe, our sales were down 5% compared to the same quarter last year. The fire service was down 16%, military was up 32%, and industrial sales down 7%. Adjusting for the fact that the average value of the euro during the third quarter of this year was lower than the average rate in the third quarter of 2009, sales in Europe are actually up 3%, with the fire service down 7%, military up 48%, and our industrial business was stable.

The other view of our sales performance is to separate the two portions of our business that historically have been the most volatile, the US fire service and the US military, from everything else.

Our US fire service sales of $25 million was a decrease of 16%, and our military sales of $9 million was an increase of 18%. Then when we look at all of our other globally diversified sales, which comprised 86% of our total sales this quarter, these sales were up 9% at current exchange rates, or up 10% when you exclude currency rate changes.

Our gross profit rate for this quarter was 37.5%, up from 36.4% last year. Our success with strategically pricing the MSA brand allowed our continuing global efforts to reduce manufacturing costs both worked to improve our gross profit rates. During this third quarter, we closed two factories in the United States, our old factory in China and began the exit from our corporate headquarters building.

Selling and administrative costs in the third quarter were 25% of sales, the same ratio as last year's third quarter. However, when we exclude 2.5 million of expenses related to the acquisition of General Monitors, our selling and administrative costs are only 24% of sales. We continue to work diligently at reducing and controlling the numerous aspects of our administrative costs. The increased costs that we are accepting are the added sales expenses in both North America and South America where our industrial sales strategies are working very well.

Our investment in new product development this quarter was $8 million which is the same as each of the first two quarters of this year and 800,000 more than the third quarter of 2009.

The resulting operating income, excluding restructuring charges, currency losses and acquisition costs, is $25 million, 33% higher than the same quarter last year and 19% higher than the second quarter of this year. As a percent of sales, this is over 10% this quarter versus 8% in the third quarter of last year. That is some very welcome progress.

Our consolidated tax rate this quarter was just under 35%, which is 3% higher than the third quarter of last year, which is when we were able to recognize both the R&D tax credit, which has not yet been renewed for 2010, as well as some tax benefits in South Africa.

The bottom line is net income of 9.6 million, or $0.27 per basic share compared to $0.31 last year. However, on a pro forma basis, which would exclude restructuring charges, currency losses and acquisition costs, our net income would be $15 million, which is $0.42 per share.

Let me repeat that. When we look at the operating earnings of this business and exclude the one-time cost that we incurred as we drive cost reduction and made a most attractive acquisition, our earnings per share was $0.42.

Our gross margin improvement programs are gaining traction, and our control of operating expenses is real. We will have more restructuring charges in future quarters, but they will each result in more cost reduction as we drive to improve our operating profits as a percent of our total sales.

As for the balance sheet and cash flow statement, our cash position at the end of September was $47 million. We have seen increases in accounts receivable and in inventories around the world as our business has grown. But these have been partially offset with improvements that we have made in accounts payable and other short-term liabilities.

The net increase in working capital so far this year is $14 million. Our capital equipment purchases are 16 million over these first nine months, and our dividend payout was $27 million.

I would like to remind our shareholders and prospective shareholders of some of the financial parameters of the General Monitors transaction which we closed on October 13th.

We paid a net price of $260 million. That is a gross price of 280 million. That's about 20 million of cash held by General Monitors.

In calendar year 2009 as well as for the past 12 months, the business earned $26 million of earnings before interest, taxes and depreciation. Going forward, of this $26 million, roughly one-third will be offset by interest expense. An estimated one-third will be the non-cash amortization of certain intangible assets that we have acquired. And the last one-third will be immediately accretive to our earnings. That obviously does not include any value from the very significant sales synergies we have identified between our two organizations.

As I mentioned earlier, we had $2.5 million of acquisition-related expenses in the third quarter, and we anticipate another $4.5 million in the fourth quarter. We did borrow $100 million from the Prudential Insurance Company at a fixed rate of 4% for 11 years and established a new $250 million five-year revolving credit with a bank group led by PNC Bank. The current cost of the revolving debt is 2.5%. We will be working diligently to reduce the balance on the revolver over the next several years.

Those are my comments. At this point, Bill, Rob Canizares, Joe Bigler and Phil Robbibaro and I will be more than glad to answer whatever questions you may have. Please remember that MSA does not give what is referred to as guidance. And that precludes most discussions related to our expectations of future sales and earnings. Having said that, we will now open the call to your questions.

Question-and-Answer Session

Operator

Thank you. We will now begin the question-and-answer session. (Operator Instructions) At this time, we have a question from Edward Marshall with Sidoti & Company. Please go ahead.

Edward Marshall – Sidoti & Company

Good morning, guys. Thanks for take my call.

Dennis Zeitler

Good morning, Ed.

Edward Marshall – Sidoti & Company

A quick question on the General Monitors charge, was that due to due diligence, the $1.6 million charge?

Dennis Zeitler

That's 2.5 million before tax. A big chunk of that was due diligence, but we also had the lawyers for about an equal amount. And some of the investment banking fees were paid before the actual closing.

Edward Marshall – Sidoti & Company

Okay. You mentioned ACH in the quarter started up production. When did you reach full production in the quarter? And how many months, I guess, of full production did you run?

Bill Lambert

Ed, this is Bill. We were in full production for about a month, just about a month, maybe a little bit more than that, but only one-third of the quarter.

Edward Marshall – Sidoti & Company

Okay. So there's some upside there in sequential quarters.

Bill Lambert

Yes.

Edward Marshall – Sidoti & Company

Okay. The ACH helmet, my understanding is you haven't submitted a helmet yet for – has that changed? Have you submitted a test helmet at this point?

Bill Lambert

Ed, our ACH samples are scheduled for shipment to the military for testing by the end of November, according to the schedule that we have with them. We expect to receive government notification by the end of the year if we are selected by the contracting officer to enter the next phase of that project. But we feel very good about where we are in that project right now on the performance of our helmet and when that will be submitted.

Edward Marshall – Sidoti & Company

Okay. You talked about, Bill – if I could switch gears a little bit. You talked about the industrial – the core industrial market globally, I guess, as we look at it, and then in the two other segments, the US fire service and the US military, and the percentage relating to sales. But maybe if I could dig a little bit deeper, because it does seem to have somewhat of a material impact on the earnings. What's kind of the EBIT impact, percentagewise, of those business lines relative to the sales percentage lines? Or if you could give me margins, that would be great.

Bill Lambert

The two businesses you're talking about, or two markets, are the US fire service and the US military. Is that –

Edward Marshall – Sidoti & Company

Correct. Correct.

Bill Lambert

Yes. I don't know that we've broken that down or released the information on EBIT or operating margins for those – for the US fire service and the US military.

Dennis Zeitler

I've got to tell you, Ed, that's an interesting question. We actually don't compute that number on a regular basis. And if we did, we probably wouldn't tell you. Okay? I'm sure that would be very useful information for a competitor.

Edward Marshall – Sidoti & Company

No, I understand that. I just – when these segments seem to suffer, I mean, the core industrial business seems to look like it's done pretty well. And it does seem to be a little bit of a dampening when you look kind of down the line into EPS and operating line.

And I have to assume that's attributable to this. So even though it's a smaller percentage of the top line, it seems to be a larger percent than the weighting on the top line to the EBIT line. Is that a fair way of assessing it, or looking at it?

Dennis Zeitler

I think what we've normally said, and I think it still holds true, is that, yes, there's considerably different gross margins, certainly between fire service and military. That's probably two extremes. But there's a lot less operating expense involved in the military business. So when you get a large military contract, even if it's only a 25 or 30% gross margin, you still make some good operating money on it.

So, yes, I don't think there's that large a disparity between operating profitability of any one of these segments.

Edward Marshall – Sidoti & Company

Well, maybe I can ask it another way. Are these two business lines a higher operating margin than, say, the core business line is and at the blended global core industrial operating margin?

Dennis Zeitler

I'd say no.

Edward Marshall – Sidoti & Company

Okay. And then cash from operations in the quarter, if you have that handy? Sorry. It's just a maintenance question.

Dennis Zeitler

Cash flow from operating activities was $2 million.

Edward Marshall – Sidoti & Company

Okay. And that was the quarter or the nine months?

Dennis Zeitler

I'm sorry. You're right. That's nine months.

Edward Marshall – Sidoti & Company

Okay. That's fine. I'll compute. Thank you very much, guys.

Dennis Zeitler

Yes.

Bill Lambert

Okay. Ed.

Operator

Thank you. Our next question comes from Richard Eastman from Robert W. Baird. Please go ahead.

Richard Eastman – Robert W. Baird

Hey, good morning.

Bill Lambert

Hey, Rick.

Dennis Zeitler

Good morning, Rick.

Richard Eastman – Robert W. Baird

Dennis, I think you gave these numbers. But could you just repeat the – if you look at the overall business for the third quarter by end market, so fire service, military, industrial, what was the local currency change year-over-year in those three markets?

Dennis Zeitler

Fire service was down 14%, military was up 37%, core industrial was up 12%.

Richard Eastman – Robert W. Baird

Okay. And then I just had a question. I guess maybe I'm going to pull Phil into the conference here if you've got a headset. But I'm curious, earlier, Bill, you had mentioned that you just completed a town hall meeting with General Monitors. And can you just give us a sense of how you're viewing this and maybe what you discussed at the town hall meeting? I mean, was this – are the benefits to accrue through sales synergies or profitability improvements? Or what's your first line of attack here?

Bill Lambert

Yeah. Rick, as we indicated in our last conference call, when we made the announcement on the General Monitors acquisition, our first plan of attack here, this is built on sales synergies going forward. It's not built around cost reduction activities or eliminating jobs in one area or another.

Over time, there will be certain operating synergies that naturally occur, and through attrition, will occur. But this acquisition is built on sales synergies going forward. When you look at the two organizations, and when you – you build a map of where General Monitors has strong distribution channels and into certain markets, and then you overlay where MSA has strong distribution channels and into certain markets, you don't see much overlap.

So, for instance, 70% of General Monitors' sales are to the oil and gas industry. And that, conversely, when you look at MSA's fixed gas instrument sales is much, much lower than that. Less than one-fifth of our sales are to the oil and gas industry.

When you break it down by country or by region of the world, where General Monitors is strong, MSA is weak, and vice versa. Where MSA has strength in core industrial markets, selling fixed gas detection instrumentation, let's say, for instance, Germany, or into Europe, General Monitors does not have that presence. So there is great opportunity here to take some of our industrial product line, fixed gas detection instruments through some of these very strong channels of distribution General Monitors has, and obviously, vice versa. That's what this acquisition is built on.

Richard Eastman – Robert W. Baird

Okay. I got you.

Bill Lambert

Phil, would you like to add anything to that?

Phil Robbibaro

Oh, no. I agree with you, Bill. I think the profile, complementary profile of both companies, is really key to the success and is really the source of the synergy.

Bill Lambert

Great. Thanks, Phil.

Richard Eastman – Robert W. Baird

Is Phil's – just a – Bill or Phil. What's Phil's role here? Is he going to manage the overall gas product line of the two companies or –

Bill Lambert

Phil will be – Phil will continue to lead the efforts of General Monitors –

Richard Eastman – Robert W. Baird

Okay.

Bill Lambert

– as we go forward.

Richard Eastman – Robert W. Baird

Okay. Got you. And then just another question, just to clarify, on the ACH business, if we're in the full run rate, two things; one is fourth quarter, just order of magnitude on the revenue side here, would we be somewhere in the neighborhood of 10 to 15 million of revenue at full production?

Bill Lambert

I think we stated before, Rick, that it's a $45 million contract. And once we're at full production, it will take us about a year.

Richard Eastman – Robert W. Baird

Okay.

Bill Lambert

So 15 is a little high. 10 is more like the right number.

Richard Eastman – Robert W. Baird

Okay. And then also, we bumped into just an obscure kind of press release. Did you win more business? Do you have more backlog there than the 45 million?

Bill Lambert

No. No, Rick, we don't. Current contract is the $45 million contract.

Richard Eastman – Robert W. Baird

Yes. Okay. And then another question, on the AFG side, we’ve kind of noticed there's really been no releases here against the fiscal Penn Grants. Now we get – we have one issue there. The grant we know is down, obviously, for fiscal '10. But when you look at that business, and you look at your US fire service sales, where do you think kind of the low watermark is for sales there? I mean, are we – because it would appear as though that first quarter of calendar '11 will be a pretty difficult comparison once again. And then from that point forward, do you think we can start to build on a quarterly volume basis?

Bill Lambert

Well, I think that if we hit the low watermark in 2011, Rick, I think you're probably close to being right there. It's really impossible to predict what's happening. But the headwinds are quite strong, whether it be the reduction in AFG funding or whether it just be the appetite for spending within the US fire service, because that very much mirrors the state of the overall economy. It's slow, it's uncertain, and it's extremely cautious right now when it comes to big ticket spending, like outfitting the fire department with new SCBA.

If major purchases are able to be postponed, we're seeing that those decisions are being postponed. But that can only go so far. And in many major municipalities in particular, the pressure to buy SCBA so that firefighters can actually do their job and be protected when they do their job, that pressure is overwhelming. So where do we think the low watermark is?

It's probably in that – on a quarterly basis, we're probably approaching it right now, I would imagine. On an annual basis, probably 2011. As the economy starts to improve in 2012, as the NFPA comes out with a new standard in 2013 – and I think before, we have told you that that was 2012. That's now been delayed one year into 2013. So we don't expect to see a strong recovery in SCBA purchases until probably into that 2012 second half of that year into 2013.

Richard Eastman – Robert W. Baird

Okay. All right. And then just one last question, Bill, and I'll get off the line here. But on the restructuring side, the expenses have been quite heavy. Clearly, if we pull the expenses out, we see improvement. But what are those – what do the planned restructuring actions look like, say, in the fourth quarter? And then also as we get into calendar '11, are we getting to cost structure here, to an optimal level so that we can start showing GAAP, GAAP-EBIT improvements?

Bill Lambert

I think that the restructuring costs that we have incurred to this point in time have been a little bit mixed. We had some heavy restructuring expenses in North America last year as we were implementing Project Magellan.

And as Dennis indicated, we have now closed down a couple of those locations entirely, and we're out of those. And so the restructuring costs associated with North America are really tapering off quite dramatically.

But our attention was turned last year to Europe and making some moves in Europe, and this year in particular. Those will likely continue. Europe, as you know, is a complex area. And the restructuring over there has to be negotiated at many levels. And we continue our efforts there. I would expect to see restructuring costs continue to be incurred in 2011, in the fourth quarter this year, certainly, and into 2011 for Europe.

And then the last part has been international where we've done some small restructuring in locations like Africa and Latin America when I look back two years. But – and also Australia, Rob reminds me – when I look back over the past two years. But I don't see much of that as we go forward.

So I think the restructuring costs will continue to be there, but those will be primarily focused on Europe. And as we continue to implement our new target operating model over there and lay out that Pan-European operating business model in the right way, we will continue to incur some restructuring costs over there.

Richard Eastman – Robert W. Baird

Okay. Very good. Thank you.

Dennis Zeitler

Thanks, Rick.

Operator

Thank you. Our next question comes from Brian Rafn from Morgan Dempsey Capital. Please go ahead.

Brian Rafn – Morgan Dempsey Capital

Good morning, guys.

Bill Lambert

Hi, Brian.

Brian Rafn – Morgan Dempsey Capital

Can you give me a sense, on the ACH shipment, that 45 million, what is the duration of that contract in actually production shipments?

Bill Lambert

Joe, I'll look to you. I think you know some of those details.

Joe Bigler

Yeah. I think as Bill mentioned, we started in September, and have a full month production. That'll continue through the fourth quarter and will continue through all of next year. And we should wrap this contract up, I would say, certainly within the first couple months of 2012.

Brian Rafn – Morgan Dempsey Capital

Okay. Is that a – on a unit volume basis, is that a contract in the tens of thousands of units?

Bill Lambert

Well, yes, the contract is, what, 200 (inaudible).

Joe Bigler

Yes. It's basically 240,000 helmets.

Brian Rafn – Morgan Dempsey Capital

Okay. Okay. Is that – and the vendor, then, is the US Army, or is that the Marines?

Joe Bigler

Well, it's all going into defense supply into Philadelphia. And it primarily goes to the Army. But there are certainly some of the other branches that call on defense supply. But it's primarily for the US Army.

Brian Rafn – Morgan Dempsey Capital

Okay. Okay. Is there an expectation that this is just a precursor of multiple orders, or is this a replenishment from the Iraq-Afghanistan campaigns? What is your sense?

Joe Bigler

Our sense is we expect – over the next 60 to 90 days, we're expecting another solicitation for another contract of helmets.

Brian Rafn – Morgan Dempsey Capital

Okay. Does the ACH – is that specifically just a combat helmet, or does that also have a SWAT, police application?

Joe Bigler

It primarily is a combat helmet.

Brian Rafn – Morgan Dempsey Capital

Okay. What are you guys seeing relative to cross-inflation, commodities, resins, steels, metals, that type of thing?

Bill Lambert

Well, what we're seeing generally is that they're all up. There is no question about it. Resins saw some pretty sharp increases, and we see some of those increases for next year. And as we get into next year, our forecasting shows those increases being a lesser percent, but still above inflation rates. And metals, commodities, those have all seen some pretty good increases.

Brian Rafn – Morgan Dempsey Capital

Could you guys kind of put a year-over-year number on the resin side? Are you single digits, double digits? What – a sense of –

Bill Lambert

Well, I'll tell you, Brian, on a global basis, if you're looking for costs next year, our costs are not changing significantly from 2010 to 2011. And yes, there's a lot of commodity cost increases, but we've made some real improvements from Project Magellan. And when you roll it all together, we have a minimal cost increase for next year.

Brian Rafn – Morgan Dempsey Capital

Okay. Getting into the fire service, are you guys seeing any – obviously, you're talking about the whole fire area as one area. Do you see any differences in procurement between municipal city fire departments versus maybe rural fire departments, or differences between a municipal city versus an airport or a military, like a US Air Force fire department?

Dennis Zeitler

Well, they – yes, I mean, we have always noted differences between those two, or those areas that you've mentioned in how they procure and the processes that they go through. But the municipal fire department and the volunteer fire department segments, those have both been very significantly impacted by this economic downturn and the availability of tax revenues.

Joe, I'll ask you if there's some significant difference that you're seeing in buying behavior. And I guess where Brian is headed is to ask, is one of those up, or are all three or four of those down?

Joe Bigler

All of those areas are really down, Brian. I would say the big city municipal departments are probably taking the biggest hit. But when you look at the voluntary fire departments, which is actually a bigger sector in terms of numbers, that is down as well, but not by as much. But that whole market is certainly depressed. It is getting slammed in just about every direction.

Brian Rafn – Morgan Dempsey Capital

Okay. Let me ask you, I'm assuming on the SCBA breathing apparatus, they have something that is obsolete at the department that uses them. In other words, a lot of times you will see major urban departments sell fire trucks to rural volunteer. Is there much secondary market in used equipment, or is it primarily something that's procured, used and then disposed of?

Joe Bigler

Well, we don't participate at all in that secondary used market on SCBA. And we're not really aware of what does or doesn't go on with regard to major fire departments selling to volunteer – small volunteer fire departments within the US. We know that there are many major municipal fire departments that have sister cities in international locations where this may be the first time that that international location – perhaps in Mexico or Latin America, where they have not had a SCBA before. And so the equipment that gets – it's really donated. It's not really sold.

Brian Rafn – Morgan Dempsey Capital

Right.

Joe Bigler

It's donated to those markets. It's the first time they've ever had a breathing apparatus. So it's an improvement over what they had. But we're not aware of the secondary market. We don't participate in the secondary market at all. And so I am not sure that we can really answer your question.

Brian Rafn – Morgan Dempsey Capital

Okay. You guys talked a little bit about – what is your sense on kind of the pent-up demand, what would be the lifespan of a standard breathing apparatus? Obviously, it depends certainly on the usage, number of fires. Urban fire departments would have certainly more calls, perhaps, than maybe a volunteer. What's the shelf life of something like that?

Joe Bigler

I think the product life cycle that we have been looking at and watching has SCBA down around ten years now. A fire department has a major purchase to make, and there are certain barriers to entry when that fire department is maybe thinking about buying new breathing apparatus. So to change brands of breathing apparatus is a fairly major decision for a fire department to make. And there's some rules and regulations that go around that which makes it somewhat difficult.

But in general, we would see fire departments about every ten years starting to evaluate what SCBA they use. And over that ten-year period of time, you would go through two generations of NFPA revisions to the standards that govern those breathing apparatus.

That ten years has come down over the past few years. And there was a time when it was 15 years or perhaps even longer. But that product life cycle is declining somewhat now. And after 9/11/2001, we saw a major influx of money from the federal government, through the AFG programs, to municipal fire departments, so 2001, 2002, 2003. Those were big years for spend.

You tack on ten years to that, as you start to think about, well, what's the replacement cycle here then for those big years of SCBA, and that starts to push you towards that 2012, 2013, 2014, as the time period where – as you're referring to it as pent-up demand, where we start to think about some major increases and also major opportunities in the US fire service.

Brian Rafn – Morgan Dempsey Capital

Okay. Okay. Thank you. I appreciate that. The sense of pent-up demand, how much of that, guys, would be based upon waiting for the new NFPA standards? Might that also have a slight delay?

Joe Bigler

It might have a slight delay. The revisions to this particular standard are not so significant as maybe historical changes to the NFPA standard have been. So I'm not sure it's going to influence those decisions in all that major way.

But it might, because fire departments will not want to buy a breathing apparatus under a particular standard or something that meets a particular product standard and then within a year's time, all of a sudden now, well, they've got the old version.

Doesn't mean they can't use it. But they really don't meet the latest version of the NFPA standards. So that does have some delaying effect with certain fire departments. That's clear.

Brian Rafn – Morgan Dempsey Capital

Okay. And one more on that. When fire departments procure these breathing apparatuses, are they replacing their entire footprint in breathing, or are they buying niche additions to equipment? And is there a compatibility issue in competitive brands?

Joe Bigler

Yes, there is a compatibility issue on competitive brands. There is not any major fire department that I can think of that mixes and matches competitive brand of SCBA. There are certain regulations against that.

And so generally, when a fire department switches brand, it's a complete switch-out, top to bottom, so that their training can be standardized, so that their parts in storage and everything that goes into their safety program can all be standardized around one particular brand. So it's a major deal for any fire department to change brands.

Brian Rafn – Morgan Dempsey Capital

Okay. And then just one final for Dennis. What's the CapEx budget, Dennis, for 2010?

Dennis Zeitler

For 2010?

Brian Rafn – Morgan Dempsey Capital

Yeah.

Dennis Zeitler

Well, it's more than what we're going to spend.

Bill Lambert

The budget.

Dennis Zeitler

Yeah. I mean, we've only spent 16 million for nine months, so we're probably going to come in something less than 20 for the year.

Brian Rafn – Morgan Dempsey Capital

Okay.

Dennis Zeitler

Actually, it was higher than that.

Brian Rafn – Morgan Dempsey Capital

Okay. And what would maintenance CapEx be of that number you spent so far?

Dennis Zeitler

Actually, we had a pretty light year. I think, if you want to look out over the years and look at maintenance CapEx, I think 25 million a year is a good number.

Brian Rafn – Morgan Dempsey Capital

Okay.

Dennis Zeitler

And that includes a decent amount of IT stuff. That's not just factory stuff.

Brian Rafn – Morgan Dempsey Capital

Right. Okay. Thanks, guys. Appreciate it.

Operator

Thank you. Our next question comes from Dick Ryan from Dougherty. Please go ahead.

Dick Ryan – Dougherty & Company

Hi there. Good morning. Thanks for taking my call. Bill, just a – one other question on the SCBA standards that were pushed. If the revisions aren't that significant, what pushed the standards? And then also, I think you're introducing some new technology. And what – when will that be introduced, and what is the new technology that you're bringing out?

Bill Lambert

Yeah. Let me answer the second part of that question first. We have talked in the past about some new technology that we are bringing forward. Some of that technology we'll actually see near the end of next year, 2011, and then we'll also see some in 2012.

So we had fully anticipated and put these new product development tracks around the 2012 and NFPA standard revision. And those programs remain on track at this point in time. Why the standard was revised to 2013, I can't – or the introduction of it, or adoption of it was pushed to 2013, I can't comment on that.

That's something that occurred within the NFPA and within the standard-setting organization. So I can't really address that aspect of it.

Dick Ryan – Dougherty & Company

Okay. On the additional solicitation for helmets over the next 60 to 90 days, do you have a sense of kind of the size of that procurement and what that would be looking at for deliveries?

Bill Lambert

I can't give you the number. It'll be significant, we believe. And it'll be looking for delivery coming into the second half of 2011 moving into 2012 and '13.

Dick Ryan – Dougherty & Company

Inverse of the initial procurement, and would this be larger, smaller, of same size, any sense?

Bill Lambert

There's really been so many rumors and so much speculation, I wouldn't want to say.

Dick Ryan – Dougherty & Company

Okay.

Bill Lambert

Other than to say it'll be significant.

Dick Ryan – Dougherty & Company

Okay. On the conference call for General Monitors, you talked about potential regulation coming from the drilling debacle. And at the time, it was still pretty early. Has anything moved in that direction from a regulation standpoint that you've been able to detect?

Bill Lambert

There's been no regulations promulgated in that regard that I'm aware of. I'll look to Phil. And Phil, perhaps you might have heard of something or been made aware of something that's cooking at this point in time.

Phil Robbibaro

No, nothing at this point in time. It's still very early.

Bill Lambert

Right.

Phil Robbibaro

There's a lot that has to be done in the investigation yet. So nothing has happened.

Dick Ryan – Dougherty & Company

Okay, great. Okay. Thanks, guys.

Phil Robbibaro

Welcome.

Operator

Thank you. Our next question comes from Richard Eastman from Robert W. Baird. Please go ahead.

Richard Eastman – Robert W. Baird

Hi. I guess two follow-ups real quickly. Dennis, on the restructuring costs, if I estimate it to be maybe 13 to 15 million this year at the EBIT line, pretax, how much of that would you think is cash? What would be the cash cost, just about?

Dennis Zeitler

This year? I think pretty much all of our restructuring costs are cash this year. The only non-cash –

Richard Eastman – Robert W. Baird

Okay.

Dennis Zeitler

– restructuring – only non-cash restructuring charge we had was the North American retirement program last year that we did for the pension fund.

Richard Eastman – Robert W. Baird

Okay. And then –

Dennis Zeitler

And we did in Germany this year with the cash payout. And everything else is related to moving – you know, shutting down factories, paying out incentive bonuses.

Richard Eastman – Robert W. Baird

Yeah, and that won't change as we shift toward Europe? It'll –

Dennis Zeitler

Going forward, I don't see – I don't think we're going to see any non-cash –

Richard Eastman – Robert W. Baird

Okay. So most of that – okay.

Dennis Zeitler

It's not like we're taking losses on getting rid of real estate or buying out a lease or –

Richard Eastman – Robert W. Baird

Okay. And then just a last question. Given how you guys disclose profitability at the net income line, if I look at growth going forward, does the international piece – what would you guess would be kind of a GAAP-EBIT contribution margin for international? Sorry. If you don't have this, I'll follow up.

Dennis Zeitler

A GAAP-EBIT contribution.

Richard Eastman – Robert W. Baird

Well, international is obviously growing the quickest – growing very quickly, rebounding quickly. When I look at the growth rate by geography, does the international business contribute at the EBIT line – does it contribute 25% contribution margin? Is that going to help our –

Dennis Zeitler

If you do some of the arithmetic on our press release and you can see that the international – we're talking about international.

Richard Eastman – Robert W. Baird

Well, I can't tell because the tax rates and everything else which you apply there. I mean, you only give the net away – the net income number.

Dennis Zeitler

In very rough terms, international being not North America and not Europe –

Richard Eastman – Robert W. Baird

Yes.

Dennis Zeitler

– as roughly the same profitability as that North America has.

Richard Eastman – Robert W. Baird

As North America, okay. All right. Thank you.

Operator

Thank you. Our next question comes from Edward Marshall from Sidoti & Company.

Edward Marshall – Sidoti & Company

Two quick follow-up questions, one, someone mentioned costs, resins and materials and so forth. What is your ability to capture that cost increase with price? And are customers willing to accept that with the rising raw material environment?

Bill Lambert

Ed, I think that as we've said in the calls before, we were able to have a price increase that was announced in January of this year, or went into effect, I should say, in January of this year, was announced late last year. And we've done the same thing this year. We've gone through our pricing and have announced our price changes. And so there is an ability for us to capture some of that.

Edward Marshall – Sidoti & Company

Some, not all, or –

Bill Lambert

Well, I think we're able to capture most, if not all –

Edward Marshall – Sidoti & Company

Okay.

Bill Lambert

– is what we have been able to see.

Edward Marshall – Sidoti & Company

Okay. And then on the military piece, I'm assuming, by your math, it looks like maybe there was 4 to $5 million of military helmets shipped in the quarter. Is that about right?

Joe Bigler

It was closer to about $2 million.

Edward Marshall – Sidoti & Company

2 million. Okay. And there was a falloff from the second quarter. I think there was 10 million shipments in the second quarter. And I know you didn't ship any ACH. So I would have expected the number to rise sequentially. What moved there? What was the moving pieces?

Joe Bigler

Well, in the military business, we had – I mean, there are some other products in the military business. There were no – from a North American perspective, the US military, there has been no significant military helmet shift up until the month of September, which was about $2 million.

So some of the other invoicing that we've seen in the US military has really come from the air force self-contained breathing apparatus. We've had some other products, obviously, that we sell to the military that's contributed to our military business other than just the ACH helmets.

Edward Marshall – Sidoti & Company

And they dropped off a little bit in the third quarter here? Is that about right?

Joe Bigler

When you say they dropped off, you mean the –

Edward Marshall – Sidoti & Company

The SCBA to the other – let's call it – let's call it the other sales in US military.

Joe Bigler

Yes. We wrapped up some other contracts with the air force SCBA in the third quarter that was a little bit stronger in the second quarter. So the answer to your question is yes. Some of those other products fell off as we started – we picked up a couple million dollars in September on the ACH.

Edward Marshall – Sidoti & Company

So going forward, is a 10 million or $15 million run rate for the military kind of about right?

Dennis Zeitler

For each forward quarter, in total US military, or total global military?

Edward Marshall – Sidoti & Company

US military. I'm sorry.

Dennis Zeitler

Are we going to get – are we going to estimate that? I'm looking at Joe. He's not going to give an estimate.

Edward Marshall – Sidoti & Company

Okay. Okay. Fair enough. Thank you, guys.

Operator

Thank you. At this time, there are no further questions. I will now turn the conference back to Mr. Deasy.

Mark Deasy

Okay. Thank you, Kim. And thank you, everybody, for the participation, for the questions. We went a little bit longer than normal. But we really do appreciate the interest and the questions.

I want to thank everybody for joining us. Also, I want to remind everyone that an audio replay of today's call will be available on our website for the next 30 days.

So with that, on behalf of Bill, Dennis, Joe, Rob and Phil, we look forward to talking with you again. And we hope everybody has a great day. So long.

Operator

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating. You may now disconnect.

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