8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 9, 2009

Material Sciences Corporation

(Exact name of registrant as specified in its charter)

Delaware	01-8803	95-2673173
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 East Pratt Boulevard

Elk Grove Village, Illinois 60007

(Address of Principal Executive Offices, including Zip Code)

(847) 439-2210

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02. Results of Operations and Financial Condition.

On October 9, 2009, Material Sciences Corporation (the “Company”) issued a press release reporting results of operations for the three and six months ended August 31, 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information, including Exhibit 99.1, in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Document
99.1	Press Release dated October 9, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATERIAL SCIENCES CORPORATION
By:	/S/    JAMES M. FROISLAND
	James M. Froisland
	Senior Vice President, Chief Financial Officer, Chief Information Officer and Corporate Secretary

Date: October 9, 2009

EX-99.1

Exhibit 99.1

Material Sciences Corporation 2200 East Pratt Blvd. Elk Grove Village, IL 60007 847-439-2210

COMPANY CONTACT:	MEDIA CONTACT:
James M. Froisland	Lynne Franklin
Senior Vice President, Chief Financial Officer,	Wordsmith
Chief Information Officer and Corporate Secretary	847-729-5716
847-718-8020

Material Sciences Reports Second Quarter Fiscal 2010 Results

• Automotive OEM Plant Shutdowns and Soft Housing Market Primarily Responsible for 45% Sales Reduction

• Operating Efficiencies, Cost Reductions and Restructuring Activities Lead to Pattern of Improved Quarterly Results Since the Fiscal 2009 Fourth Quarter

• Solid Cash Flow, Cash Position and No Long-term Debt

• New Product Introductions, New Market Penetration and Contract Closes Improve Longer-term Outlook

• First Appliance Applications of ElectroBrite® Debut in Major Retail Chains

ELK GROVE VILLAGE, IL, October 9, 2009—Material Sciences Corporation (OTCBB: MASC), a leading provider of material-based solutions for acoustical and coated applications, today announced results for its second quarter ended August 31, 2009.

Net sales for the most recent quarter, at $31.1 million, were 45 percent lower than the $56.8 million reported a year ago. The $3.6 million net loss for latest three months, equal to $0.28 per common share, increased from the loss of $1.3 million, equal to $0.09 per common share, at this time last year.

Operations Show Consecutive-Quarter Improvements

“With our two major markets not expected to show much positive change until 2010, we improved our near-term results by increasing Material Sciences’ operating efficiency, and effectively managing all expenditures and the balance sheet,” explained Clifford D. Nastas, chief executive officer. “The progress we are making is apparent by looking at our last three quarters. Gross margin went from a negative 9.9 percent in the fourth quarter to a positive 9.7 percent in the second. Selling, general and administrative expenses decreased 36.8 percent during this period. And our quarterly loss per share went from $1.87 in the fourth quarter, which included one-time charges, to the $0.28 we just reported. While we’re not happy with these results—and are striving to improve our near- and long-term outlook—they are good indicators of the progress we are making.”

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Material Sciences Corporation Announces Second Quarter Results

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Lower Sales Lead to Quarterly Loss

Acoustical materials sales—primarily from automotive manufacturers—were $14.0 million in the quarter, down 45.4 percent from $25.7 million at this time last year. Significantly lower automobile production in North America, associated with a soft economy and OEM bankruptcies, reduced demand for nearly all of the company’s acoustical applications, including body panels, engines and brakes.

Sales of coated materials—primarily purchased by automotive, building products and appliance customers—were down by 45.1 percent to $17.1 million from $31.1 million in the year-ago quarter. Much of the reduction reflected softer automotive and building markets, and sales of appliance-related products were flat between the two periods.

Gross profit for the quarter was $3.0 million, down 50.1 percent from $6.1 million at this time last year. This put the gross margin at 9.7 percent of sales for the latest period, versus 10.7 percent for the prior quarter. Most of the reduction came from lower sales this year, and a decrease in scrap metal sales, which negatively affected gross margins by $4.0 million. Reductions in the cost of non-conformance, materials costs, and operating expenses added back $3.1 million to gross profit.

Selling, general and administrative expenses (SG&A) were down 27.4 percent, to $6.8 million from the prior-year quarter’s $9.4 million. This reflected a decrease in headcount and salary-related costs (because of restructurings in the second half of fiscal 2009), lower depreciation, and a reduction in professional fees and other general expenses: totaling $2.6 million.

The quarterly loss from operations was $3.8 million compared with a loss of $3.3 million for last year’s second quarter. Other income for the three months was $0.2 million compared with $1.1 million, primarily due to a gain on the sale of Manulife investments in the prior year quarter. These factors combined to create a net loss of $3.6 million, equal to $0.28 per common share, versus last year’s second quarter loss of $1.3 million, equal to $0.09 per common share.

First-Half Performance Also Affected by Lower Sales

For the latest six months, net sales were off 44.8 percent to $62.9 million from $114.0 million a year ago. This reflected a 46.8 percent reduction in acoustical materials sales and 42.9 percent lower coated materials revenues. Gross profit was $5.5 million or 8.7 percent of sales, versus $12.9 million or 11.3 percent of sales, for last year’s first half. SG&A, at $13.4 million this year, compared with $19.7 million from the comparable prior-year period, for a reduction of $6.3 million. Other income for the latest period was $0.4 million in contrast with $1.8 million. The net loss was $7.7 million, equal to $0.58 per common share, versus last year’s loss of $2.8 million, equal to $0.21 per common share.

Financial Condition Remains Solid

Net cash provided by operations in the first half was $5.1 million, compared to $5.6 million in the prior year. The latest period’s results included reductions in inventory, higher accounts receivable and accounts payable. Also, in terms of cash, we received $1.0 million in early payment on the note from the purchaser of the Morrisville facility. To date this year, the company invested $0.5 million in capital improvement projects in contrast to $2.8 million a year ago.

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Material Sciences Corporation Announces Second Quarter Results

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The cash balance at August 31, 2009, was near record levels, at $15.6 million, or $5.0 million higher than at February 28, 2009, and the company continued to have no long-term debt.

New Product, Market Gains Improve Outlook

“Our focus in the second quarter extended beyond improving operational efficiencies and into increasing opportunities for growth,” Nastas explained. “Electrobrite®, our stainless steel substitute, appeared on its first commercial applications: two new dishwashers introduced this quarter. It also is expected to be used in two more refrigeration applications next year. We closed eight new brake contracts in Asia, seven in Europe, and six in North America. New Quiet Steel® contracts included a dash panel for the Lincoln Town Car—which begins shipping in November, and two Ford Europe engine applications. We are excited about the near- and long-term revenue that these and other projects will generate, and are continuously looking for ways to create new markets for existing products and new products to tap additional markets.”

Conference Call

Material Sciences will host a conference call today to share its second quarter results at 9:00 a.m. Central Time. Clifford D. Nastas, chief executive officer, and James M. Froisland, senior vice president, chief financial officer, chief information officer and corporate secretary, will discuss the company’s financial performance and answer questions from the financial community.

The company invites interested investors to listen to the presentation, which will be carried live on Material Sciences’ Web site: www.matsci.com. A replay of the call will be available on the site for the following 30 days. Those who wish to listen should go to the Web site several minutes before the discussion begins. After clicking on the presentation icon, investors should follow the instructions to ensure their systems are set up to hear the event, or download the correct applications at no charge. A replay will be available on the site about two hours after the call ends.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for acoustical and coated applications. Material Sciences uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems. The company’s stock is traded on the OTC Bulletin Board under the symbol MASC.

This news release contains forward-looking statements that are based on current expectations, forecasts and assumptions. Material Sciences cautions the reader that the following factors could cause its actual outcomes and results to differ materially from those stated or implied in this release: the recent unprecedented deterioration in the overall economy; changes in the business environment, including the transportation, building and construction, electronics and durable goods industries; competitive factors, including domestic and foreign competition for both acoustical and coated applications, pricing acceptance, union activity, as well as changes in industry capacity; changes in laws, regulations, policies or other activities of governments, agencies or similar organizations (including the ruling under Section 201 of the Trade Act of 1974); the stability of governments and business conditions inside and

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Material Sciences Corporation Announces Second Quarter Results

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outside of the U.S., which may affect a successful penetration of the company’s products; acceptance of brake damping materials, engine components and body panel laminate parts by customers in North America, Asia and Europe, and new product introductions; the continued successful operation of the Application Research Center in Michigan and the Application Development Center in Europe; increases in the prices of raw and other material inputs used by the company, as well as their availability; the loss, or changes in the operations, financial condition, or results of operations, including the bankruptcy or potential bankruptcy of one or more of the company’s significant customers; Material Sciences’ ability to effectively manage its business objectives including the ability to retain key personnel and maintain good labor relations with its unions; overcapacity in the coil coating industry; shifts in the supply model for its products; the impact of future warranty expenses; environmental risks, costs, recoveries and penalties associated with the company’s past and present manufacturing operations; access to credit, which may be limited under its asset-based credit agreement; the company’s ability to utilize net operating loss carryforwards; Material Sciences’ ability to maintain a stable liquidity trading environment for its common stock, traded on the over-the-counter bulletin board market; and other factors, risks and uncertainties identified in Part I, Item 1A of the company’s Annual Report on Form 10-K for the year ended February 28, 2009, filed with the Securities and Exchange Commission on May 14, 2009, and from time to time in other reports filed with the Securities and Exchange Commission.

Additional information about Material Sciences is available at www.matsci.com.

FINANCIAL TABLES FOLLOW

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Condensed Consolidated Statements of Operations (Unaudited)

Material Sciences Corporation and Subsidiaries

	Three Months Ended August 31,				Six Months Ended August 31,
(In thousands, except per share data)	2009		2008		2009		2008
Net Sales	$	31,116	$	56,793	$	62,943	$	113,958
Cost of Sales		28,092		50,735		57,453		101,099
Gross Profit		3,024		6,058		5,490		12,859
Selling, General and Administrative Expenses		6,794		9,362		13,449		19,716
Loss from Operations		(3,770)		(3,304)		(7,959)		(6,857)
Other Income, Net:
Interest Income, Net		(72)		(60)		(143)		(134)
Equity in Results of Joint Venture		(130)		(139)		(166)		(220)
Other, Net		(43)		(910)		(86)		(1,400)
Total Other Income, Net		(245)		(1,109)		(395)		(1,754)
Loss from Operations Before
Benefit for Income Taxes		(3,525)		(2,195)		(7,564)		(5,103)
Provision (Benefit) for Income Taxes		98		(936)		116		(2,272)
Net Loss	$	(3,623)	$	(1,259)	$	(7,680)	$	(2,831)
Basic Net Loss Per Share	$	(0.28)	$	(0.09)	$	(0.58)	$	(0.21)
Diluted Net Loss Per Share	$	(0.28)		$(0.09)	$	(0.58)	$	(0.21)
Weighted Average Number of Common Shares Outstanding
Used for Basic Net Loss Per Share		13,000		13,678		13,173		13,776
Dilutive Shares		-		-		-		-
Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares		13,000		13,678		13,173		13,776
Outstanding Common Stock Options Having No Dilutive Effect		472		582		472		582

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Condensed Consolidated Balance Sheets (Unaudited)

Material Sciences Corporation and Subsidiaries

(In thousands)	August 31, 2009		February 28, 2009
Assets:
Current Assets:
Cash and Cash Equivalents	$	15,647	$	10,664
Receivables, Less Reserves of $2,148 and $2,965, Respectively		17,360		13,297
Income Taxes Receivable		869		2,567
Prepaid Expenses		1,223		657
Inventories		18,393		24,657
Assets Held for Sale		3,275		3,329
Total Current Assets		56,767		55,171
Property, Plant and Equipment		171,331		170,010
Accumulated Depreciation		(126,930)		(122,264)
Net Property, Plant and Equipment		44,401		47,746
Other Assets:
Notes Receivable		1,519		4,363
Investment in Joint Venture		2,872		2,288
Other		651		471
Total Other Assets		5,042		7,122
Total Assets	$	106,210	$	110,039
Liabilities:
Current Liabilities:
Accounts Payable	$	14,666	$	10,442
Accrued Payroll Related Expenses		4,818		3,269
Accrued Expenses		6,272		8,284
Total Current Liabilities		25,756		21,995
Long-Term Liabilities:
Pension and Postretirement Liabilities		10,050		10,574
Other		2,890		3,250
Total Long-Term Liabilities		12,940		13,824
Commitments and Contingencies
Shareowners’ Equity:
Preferred Stock		-		-
Common Stock		380		380
Additional Paid-In Capital		79,819		79,696
Treasury Stock at Cost		(56,774)		(56,146)
Retained Earnings		47,481		55,161
Accumulated Other Comprehensive Income		(3,392)		(4,871)
Total Shareowners’ Equity		67,514		74,220
Total Liabilities and Shareowners’ Equity	$	106,210	$	110,039

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Condensed Consolidated Statements of Cash Flows (Unaudited)

Material Sciences Corporation and Subsidiaries

	Six Months Ended August 31,
(In thousands)	2009		2008
Cash Flows From:
Operating Activities:
Net (Loss)	$	(7,680)	$	(2,831)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by Operating Activities:
Gain on Sale of Marketable Securities		-		(841)
Depreciation, Amortization and Accretion		4,414		5,434
Change in Provision for Deferred Income Taxes		-		(2,674)
Compensatory Effect of Stock Plans		119		219
Foreign Currency Transaction Gain		-		(354)
Loss on Derivative Instruments		33		-
Other, Net		(365)		(220)
Changes in Assets and Liabilities:
Receivables		(1,982)		248
Income Taxes Receivable		1,699		1,657
Prepaid Expenses		(560)		(1,021)
Inventories		6,488		(4,113)
Accounts Payable		4,176		10,979
Accrued Expenses		(1,539)		(899)
Other, Net		310		(14)
Net Cash Provided by Operating Activities		5,113		5,570
Investing Activities:
Capital Expenditures		(535)		(2,823)
Proceeds from Note Receivable		944		-
Proceeds from Sale of Marketable Securities		-		4,027
Proceeds from Exclusivity Agreement		-		1,000
Net Cash Provided by Investing Activities		409		2,204
Financing Activities:
Purchases of Treasury Stock		(628)		(3,110)
Issuance of Common Stock		3		11
Net Cash Used in Financing Activities		(625)		(3,099)
Effect of Exchange Rate Changes on Cash		86		(52)
Net Increase in Cash		4,983		4,623
Cash and Cash Equivalents at Beginning of Period		10,664		7,913
Cash and Cash Equivalents at End of Period	$	15,647	$	12,536
Non-Cash Transactions:
Capital Expenditures in Accounts Payable at End of Period	$	81	$	356
Supplemental Cash Flow Disclosures:
Interest Paid	$	26	$	49
Income Taxes Paid	$	370	$	29

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