MSA Safety Inc 10-Q

Item 1. Financial Statements MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Unaudited Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share values) 2023 2022 2023 2022 Net sales $ 447,299 $ 372,313 $ 845,561 $ 703,005 Cost of products sold 233,503 207,913 450,367 395,821 Gross profit 213,796 164,400 395,194 307,184 Selling, general and administrative 96,336 86,076 187,427 164,625 Research and development 15,992 15,268 31,224 28,601 Restructuring charges (Note 3) 3,350 57 5,097 2,247 Currency exchange losses (gains), net 3,110 ( 1,463 ) 7,285 1,809 Loss on divestiture of MSA LLC (Note 17) — — 129,211 — Product liability expense (Note 17) — 2,926 3 5,698 Operating income 95,008 61,536 34,947 104,204 Interest expense 13,175 4,578 24,651 8,196 Other income, net ( 5,650 ) ( 6,419 ) ( 9,450 ) ( 12,762 ) Total other expense (income), net 7,525 ( 1,841 ) 15,201 ( 4,566 ) Income before income taxes 87,483 63,377 19,746 108,770 Provision for income taxes (Note 10) 20,393 15,684 102,829 25,535 Net income (loss) $ 67,090 $ 47,693 $ ( 83,083 ) $ 83,235 Earnings (loss) per share attributable to common shareholders (Note 9): Basic $ 1.71 $ 1.21 $ ( 2.12 ) $ 2.12 Diluted $ 1.70 $ 1.21 $ ( 2.12 ) $ 2.11 Dividends per common share $ 0.47 $ 0.46 $ 0.93 $ 0.90 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -3- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Unaudited Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Net income (loss) $ 67,090 $ 47,693 $ ( 83,083 ) $ 83,235 Other comprehensive gains (losses), net of tax: Foreign currency translation adjustments (Note 6) 5,039 ( 31,606 ) 16,233 ( 25,714 ) Pension and post-retirement plan actuarial gains, net of tax (Note 6) 115 2,330 554 4,594 Unrealized (loss) gain on available-for-sale securities (Note 6) — ( 9 ) 2 ( 18 ) Total other comprehensive income (loss), net of tax 5,154 ( 29,285 ) 16,789 ( 21,138 ) Comprehensive income (loss) $ 72,244 $ 18,408 $ ( 66,294 ) $ 62,097 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -4- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS Unaudited (In thousands) June 30, 2023 December 31, 2022 Assets Cash and cash equivalents $ 146,897 $ 162,902 Trade receivables, less allowance for credit loss of $ 7,124 and $ 6,769 302,201 297,028 Inventories (Note 4) 337,954 338,316 Investments, short-term (Note 16) — 9,905 Prepaid income taxes 26,900 21,700 Notes receivable, insurance companies (Note 17) — 5,931 Prepaid expenses and other current assets 36,428 44,344 Total current assets 850,380 880,126 Property, plant and equipment, net (Note 5) 206,066 207,552 Operating lease right-of-use assets, net 42,330 44,142 Prepaid pension cost (Note 14) 148,172 141,643 Deferred tax assets (Note 10) 26,867 25,490 Goodwill (Note 13) 626,262 620,622 Intangible assets, net (Note 13) 275,305 281,853 Notes receivable, insurance companies (Note 17) — 38,695 Insurance receivables (Note 17) and other noncurrent assets 23,769 136,853 Total assets $ 2,199,151 $ 2,376,976 Liabilities Notes payable and current portion of long-term debt (Note 12) $ 26,492 $ 7,387 Accounts payable 107,046 112,532 Employees’ compensation 39,812 45,077 Insurance and product liability (Note 17) 9,613 73,898 Income taxes payable (Note 10) 25,191 6,149 Accrued restructuring (Note 3) and other current liabilities 91,796 100,822 Total current liabilities 299,950 345,865 Long-term debt, net (Note 12) 787,527 565,445 Pensions and other employee benefits (Note 14) 139,783 137,810 Noncurrent operating lease liabilities 33,870 35,345 Deferred tax liabilities (Note 10) 102,744 31,881 Product liability (Note 17) and other noncurrent liabilities 4,146 336,889 Total liabilities $ 1,368,020 $ 1,453,235 Equity Preferred stock, 4.5 % cumulative, $ 50 par value (Note 7) $ 3,569 $ 3,569 Common stock, no par value (Note 7) 294,364 281,980 Treasury shares, at cost (Note 7) ( 363,624 ) ( 361,438 ) Accumulated other comprehensive loss (Note 6) ( 141,928 ) ( 158,717 ) Retained earnings 1,038,750 1,158,347 Total shareholders’ equity 831,131 923,741 Total liabilities and shareholders’ equity $ 2,199,151 $ 2,376,976 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -5- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Unaudited Six Months Ended June 30, (In thousands) 2023 2022 Operating Activities Net (loss) income $ ( 83,083 ) $ 83,235 Depreciation and amortization 29,461 28,087 Tax-effected loss on divestiture of MSA LLC (Note 17) 199,578 — Stock-based compensation (Note 11) 13,029 8,358 Pension income (Note 14) ( 4,040 ) ( 5,304 ) Deferred income tax benefit (Note 10) ( 393 ) ( 1,526 ) (Gain) loss on asset dispositions, net ( 713 ) 124 Pension contributions (Note 14) ( 4,092 ) ( 3,829 ) Currency exchange losses, net 7,285 1,809 Product liability expense (Note 17) 3 5,698 Collections on insurance receivables and notes receivable, insurance companies (Note 17) — 3,906 Product liability payments (Note 17) ( 5,250 ) ( 3,653 ) Contribution on divestiture of MSA LLC (Note 17) ( 341,186 ) — Changes in: Trade receivables ( 10,410 ) ( 12,505 ) Inventories (Note 4) 5,896 ( 69,726 ) Accounts payable ( 6,756 ) 7,106 Other current assets and liabilities 5,943 ( 3,590 ) Other noncurrent assets and liabilities 3,887 1,786 Cash Flow (Used in) From Operating Activities ( 190,841 ) 39,976 Investing Activities Capital expenditures ( 18,322 ) ( 19,805 ) Proceeds from maturities of short-term investments (Note 16) — 69,000 Purchase of short-term investments (Note 16) — ( 54,793 ) Property disposals and other investing 2,674 — Cash Flow Used in Investing Activities ( 15,648 ) ( 5,598 ) Financing Activities Proceeds from long-term debt (Note 12) 1,108,000 572,000 Payments on long-term debt (Note 12) ( 871,102 ) ( 535,000 ) Debt issuance costs ( 963 ) — Cash dividends paid ( 36,514 ) ( 35,401 ) Company stock purchases (Note 7) ( 3,871 ) ( 32,156 ) Exercise of stock options (Note 7) 542 298 Employee stock purchase plan (Note 7) 497 486 Cash Flow From (Used in) Financing Activities 196,589 ( 29,773 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 5,651 ) ( 10,474 ) Decrease in cash, cash equivalents and restricted cash ( 15,551 ) ( 5,869 ) Beginning cash, cash equivalents and restricted cash 164,428 141,438 Ending cash, cash equivalents and restricted cash $ 148,877 $ 135,569 Supplemental cash flow information: Cash and cash equivalents $ 146,897 $ 134,047 Restricted cash included in prepaid expenses and other current assets 1,980 1,522 Total cash, cash equivalents and restricted cash $ 148,877 $ 135,569 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -6- Table of Contents MSA SAFETY INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND ACCUMULATED OTHER COMPREHENSIVE LOSS Unaudited (In thousands, except per share values) Retained Earnings Accumulated Other Comprehensive (Loss) Balances March 31, 2022 $ 1,068,464 $ ( 140,993 ) Net income 47,693 — Foreign currency translation adjustments — ( 31,606 ) Pension and post-retirement plan adjustments, net of tax of $ 950 — 2,330 Unrealized net losses on available-for-sale securities (Note 16) — ( 9 ) Common dividends ($ 0.46 per share) ( 18,099 ) — Preferred dividends ($ 0.5625 per share) ( 10 ) — Balances June 30, 2022 $ 1,098,048 $ ( 170,278 ) Balances March 31, 2023 $ 990,129 $ ( 147,082 ) Net income 67,090 — Foreign currency translation adjustments — 5,039 Pension and post-retirement plan adjustments, net of tax of $ 46 — 115 Common dividends ($ 0.47 per share) ( 18,459 ) — Preferred dividends ($ 0.5625 per share) ( 10 ) — Balances June 30, 2023 $ 1,038,750 $ ( 141,928 ) Balances December 31, 2021 $ 1,050,214 $ ( 149,140 ) Net income 83,235 — Foreign currency translation adjustments — ( 25,714 ) Pension and post-retirement plan adjustments, net of tax of $ 1,966 — 4,594 Unrecognized net losses on available-for-sale securities (Note 16) — ( 18 ) Common dividends ($ 0.90 per share) ( 35,381 ) — Preferred dividends ($ 1.125 per share) ( 20 ) — Balances June 30, 2022 $ 1,098,048 $ ( 170,278 ) Balances December 31, 2022 $ 1,158,347 $ ( 158,717 ) Net loss ( 83,083 ) — Foreign currency translation adjustments — 16,233 Pension and post-retirement plan adjustments, net of tax of $ 232 — 554 Unrecognized net gains on available-for-sale securities (Note 16) — 2 Common dividends ($ 0.93 per share) ( 36,494 ) — Preferred dividends ($ 1.125 per share) ( 20 ) — Balances June 30, 2023 $ 1,038,750 $ ( 141,928 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. -7- Table of Contents MSA SAFETY INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Unaudited Note 1— Basis of Presentation The condensed consolidated financial statements of MSA Safety Incorporated and its subsidiaries ("MSA" or "the Company") are unaudited. These unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company's results. Intercompany accounts and transactions have been eliminated. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 2022, Balance Sheet data was derived from the audited Consolidated Balance Sheets, but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). This Form 10-Q report should be read in conjunction with MSA's Form 10-K for the year ended December 31, 2022, which includes all disclosures required by U.S. GAAP. Note 2— Cash and Cash Equivalents Several of the Company's subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. As part of a master netting arrangement, the participants combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant. Under the terms of the master netting arrangement, the financial institution has the right, ability and intent to offset a positive balance in one account against an overdrawn amount in another account. Amounts in each of the accounts are unencumbered and unrestricted with respect to use. As such, the net cash balance related to this pooling arrangement is included in Cash and cash equivalents in the unaudited Condensed Consolidated Balance Sheets. The Company's net cash pool position consisted of the following: (In thousands) June 30, 2023 Gross cash pool position $ 84,369 Less: cash pool borrowings ( 82,278 ) Net cash pool position $ 2,091 Note 3— Restructuring Charges During the three and six months ended June 30, 2023, we recorded restructuring charges of $ 3.4 million and $ 5.1 million, respectively. Americas segment restructuring charges of $ 2.2 million during the six months ended June 30, 2023, were related to manufacturing footprint optimization activities. International segment restructuring charges of $ 1.5 million during the six months ended June 30, 2023, were related to ongoing initiatives to drive profitable growth and rightsize our operations including the expansion of our European Shared Service Center in Warsaw, Poland. During the three and six months ended June 30, 2022, we recorded restructuring charges of $ 0.1 million and $ 2.2 million, respectively. International segment restructuring charges of $ 2.1 million during the six months ended June 30, 2022, were primarily related to the expansion of our European Shared Service Center in Warsaw, Poland. Americas segment restructuring charges of $ 0.3 million during the six months ended June 30, 2022, were primarily related to initiatives to optimize our manufacturing footprint . -8- Table of Contents Restructuring reserves are included in Accrued restructuring and other current liabilities in the accompanying unaudited Condensed Consolidated Balance Sheets. Activity and reserve balances for restructuring by segment were as follows: (In millions) Americas International Corporate Total Reserve balances at December 31, 2021 $ 3.3 $ 17.4 $ 0.3 $ 21.0 Restructuring charges 2.3 5.1 0.6 8.0 Currency translation 0.1 ( 1.3 ) — ( 1.2 ) Cash payments / utilization ( 4.0 ) ( 8.4 ) ( 0.4 ) ( 12.8 ) Reserve balances at December 31, 2022 $ 1.7 $ 12.8 $ 0.5 $ 15.0 Restructuring charges 2.2 1.5 1.4 5.1 Currency translation — 0.1 — 0.1 Cash payments ( 2.9 ) ( 4.1 ) ( 1.2 ) ( 8.2 ) Reserve balances at June 30, 2023 $ 1.0 $ 10.3 $ 0.7 $ 12.0 Note 4— Inventories The following table sets forth the components of inventory: (In thousands) June 30, 2023 December 31, 2022 Finished products $ 100,992 $ 97,142 Work in process 23,400 16,360 Raw materials and supplies 213,562 224,814 Total inventories $ 337,954 $ 338,316 Note 5— Property, Plant and Equipment The following table sets forth the components of property, plant and equipment, net: (In thousands) June 30, 2023 December 31, 2022 Land $ 4,321 $ 4,884 Buildings 138,194 138,618 Machinery and equipment 480,637 466,394 Construction in progress 21,746 22,097 Total 644,898 631,993 Less: accumulated depreciation ( 438,832 ) ( 424,441 ) Property, plant and equipment, net $ 206,066 $ 207,552 -9- Table of Contents Note 6— Reclassifications Out of Accumulated Other Comprehensive Loss Changes in accumulated other comprehensive loss were as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Pension and other post-retirement benefits (a) Balance at beginning of period $ ( 49,896 ) $ ( 55,032 ) $ ( 50,335 ) $ ( 57,296 ) Amounts reclassified from accumulated other comprehensive loss into net income (loss): Amortization of prior service credit (Note 14) ( 24 ) ( 48 ) ( 48 ) ( 96 ) Recognized net actuarial losses (Note 14) 185 3,328 370 6,656 Tax (benefit) expense ( 46 ) ( 950 ) 232 ( 1,966 ) Total amount reclassified from accumulated other comprehensive loss, net of tax, into net income (loss) 115 2,330 554 4,594 Balance at end of period $ ( 49,781 ) $ ( 52,702 ) $ ( 49,781 ) $ ( 52,702 ) Available-for-sale securities Balance at beginning of period $ — $ ( 14 ) $ ( 2 ) $ ( 5 ) Unrealized net (losses) gains on available-for-sale securities (Note 16) — ( 9 ) 2 ( 18 ) Balance at end of period $ — $ ( 23 ) $ — $ ( 23 ) Foreign currency translation Balance at beginning of period $ ( 97,186 ) $ ( 85,947 ) $ ( 108,380 ) $ ( 91,839 ) Foreign currency translation adjustments 5,039 ( 31,606 ) 16,233 ( 25,714 ) Balance at end of period $ ( 92,147 ) $ ( 117,553 ) $ ( 92,147 ) $ ( 117,553 ) (a) Reclassifications out of accumulated other comprehensive loss and into net income (loss) are included in the computation of net periodic pension and other post-retirement benefit costs (refer to Note 14—Pensions and Other Post-retirement Benefits). Note 7— Capital Stock Preferred Stock - The Company has authorized 100,000 shares of $ 50 par value 4.5 % cumulative preferred nonvoting stock which is callable at $ 52.50 . There are 71,340 shares issued and 52,998 shares held in treasury at both June 30, 2023 and December 31, 2022. The Treasury shares at cost line in the unaudited Condensed Consolidated Balance Sheets includes $ 1.8 million related to preferred stock. There were no shares of preferred stock purchased and subsequently held in treasury during the six months ended June 30, 2023 or 2022. The Company has also authorized 1,000,000 shares of $ 10 par value second cumulative preferred voting stock. No shares have been issued as of June 30, 2023. Common Stock - The Company has authorized 180,000,000 shares of no par value common stock. There were 62,081,391 shares issued as of June 30, 2023 and December 31, 2022. No new shares were issued during the six months ended June 30, 2023 or 2022. There were 39,290,833 and 39,213,064 shares outstanding at June 30, 2023 and December 31, 2022, respectively. Treasury Shares - The Company's stock repurchase program authorizes up to $ 100.0 million to repurchase MSA common stock in the open market and in private transactions. The stock repurchase program has no expiration date. The maximum number of shares that may be repurchased is calculated based on the dollars remaining under the program and the respective month-end closing share price. During the six months ended June 30, 2023, no shares were repurchased under the program. During the six months ended June 30, 2022, 231,835 shares were repurchased under the program. There were 22,790,558 and 22,868,327 Treasury shares at June 30, 2023 and December 31, 2022, respectively. The Company issues Treasury shares for all stock-based benefit plans. Shares are issued from Treasury at the average Treasury share cost on the date of the transaction. There were 105,894 and 110,696 Treasury shares issued for these purposes during the six months ended June 30, 2023 and 2022, respectively. -10- Table of Contents Common stock activity is summarized as follows: Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 (In thousands) Common Stock Treasury Cost Common Stock Treasury Cost Balance at beginning of period $ 287,009 $ ( 362,280 ) $ 262,627 $ ( 331,160 ) Stock compensation expense 6,759 — 4,629 — Restricted and performance stock awards ( 190 ) 190 ( 201 ) 201 Stock options exercised 354 184 166 80 Treasury shares purchased for stock compensation programs — ( 184 ) — ( 272 ) Employee stock purchase program 432 65 424 62 Share repurchase program — — — ( 28,225 ) Balance at end of period $ 294,364 $ ( 362,025 ) $ 267,645 $ ( 359,314 ) Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 (In thousands) Common Stock Treasury Cost Common Stock Treasury Cost Balance at beginning of period $ 281,980 $ ( 359,838 ) $ 260,121 $ ( 328,776 ) Stock compensation expense 13,029 — 8,358 — Restricted and performance stock awards ( 1,434 ) 1,434 ( 1,461 ) 1,461 Stock options exercised 357 185 203 95 Treasury shares purchased for stock compensation programs — ( 3,871 ) — ( 3,931 ) Employee stock purchase program 432 65 424 62 Share repurchase program — — — ( 28,225 ) Balance at end of period $ 294,364 $ ( 362,025 ) $ 267,645 $ ( 359,314 ) Note 8— Segment Information The Company is organized into four geographical operating segments that are based on management responsibilities: Northern North America, Latin America, Europe, Middle East & Africa, and Asia Pacific. The operating segments have been aggregated (based on economic similarities, the nature of their products, end-user markets and methods of distribution) into three reportable segments: Americas, International, and Corporate. The Americas segment is comprised of our operations in Northern North American and Latin American geographies. The International segment is comprised of our operations in all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived. The Company's sales are allocated to each segment based primarily on the country destination of the end-customer. Adjusted operating income (loss), adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin are the measures used by the chief operating decision maker to evaluate segment performance and allocate resources. Adjusted operating income (loss) is defined as operating income (loss) excluding restructuring charges, currency exchange (gains) losses, product liability expense, loss on divestiture of MSA LLC, transaction costs and acquisition-related amortization. Adjusted operating margin is defined as adjusted operating income (loss) divided by segment net sales to external customers. Adjusted EBITDA is defined as adjusted operating income (loss) plus depreciation and amortization. Adjusted EBITDA margin is defined as adjusted EBITDA divided by segment net sales to external customers. The accounting principles applied at the operating segment level in determining operating income (loss) are generally the same as those applied at the unaudited condensed consolidated financial statement level. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation. -11- Table of Contents Reportable segment information is presented in the following table: (In thousands, except percentages) Americas International Corporate Consolidated Totals Three Months Ended June 30, 2023 Net sales to external customers $ 308,378 $ 138,921 $ — $ 447,299 Operating income 95,008 Restructuring charges (Note 3) 3,350 Currency exchange losses, net 3,110 Amortization of acquisition-related intangible assets 2,315 Adjusted operating income (loss) 94,816 21,743 ( 12,776 ) 103,783 Adjusted operating margin % 30.7 % 15.7 % Depreciation and amortization 12,574 Adjusted EBITDA 103,977 24,949 ( 12,569 ) 116,357 Adjusted EBITDA margin % 33.7 % 18.0 % Three Months Ended June 30, 2022 Net sales to external customers $ 252,386 $ 119,927 $ — $ 372,313 Operating income 61,536 Restructuring charges (Note 3) 57 Currency exchange gains, net ( 1,463 ) Product liability expense (Note 17) 2,926 Amortization of acquisition-related intangible assets 2,318 Transaction costs (a) 239 Adjusted operating income (loss) 57,141 17,207 ( 8,735 ) 65,613 Adjusted operating margin % 22.6 % 14.3 % Depreciation and amortization 11,604 Adjusted EBITDA 65,461 20,370 ( 8,614 ) 77,217 Adjusted EBITDA margin % 25.9 % 17.0 % (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Operations. -12- Table of Contents (In thousands, except percentages) Americas International Corporate Consolidated Totals Six Months Ended June 30, 2023 Net sales to external customers $ 588,645 $ 256,916 $ — $ 845,561 Operating income 34,947 Restructuring charges (Note 3) 5,097 Currency exchange losses, net 7,285 Loss on divestiture of MSA LLC (Note 17) 129,211 Product liability expense (Note 17) 3 Amortization of acquisition-related intangible assets 4,620 Adjusted operating income (loss) 166,510 37,522 ( 22,869 ) 181,163 Adjusted operating margin % 28.3 % 14.6 % Depreciation and amortization 24,841 Adjusted EBITDA 184,471 44,007 ( 22,474 ) 206,004 Adjusted EBITDA margin % 31.3 % 17.1 % Six Months Ended June 30, 2022 Net sales to external customers $ 478,034 $ 224,971 $ — $ 703,005 Operating income 104,204 Restructuring charges (Note 3) 2,247 Currency exchange losses, net 1,809 Product liability expense (Note 17) 5,698 Amortization of acquisition-related intangible assets 4,667 Transaction costs (a) 832 Adjusted operating income (loss) 109,577 26,196 ( 16,316 ) 119,457 Adjusted operating margin % 22.9 % 11.6 % Depreciation and amortization 23,420 Adjusted EBITDA 126,256 32,698 ( 16,077 ) 142,877 Adjusted EBITDA margin % 26.4 % 14.5 % (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Operations. -13- Table of Contents Total sales by product group was as follows: Three Months Ended June 30, 2023 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Fixed Gas & Flame Detection $ 105,855 24 % $ 66,387 22 % $ 39,468 29 % Breathing Apparatus 101,231 23 % 69,268 22 % 31,963 23 % Firefighter Helmets & Protective Apparel 65,259 15 % 51,889 17 % 13,370 10 % Portable Gas Detection 52,387 12 % 37,987 12 % 14,400 10 % Industrial Head Protection 47,164 10 % 36,092 12 % 11,072 8 % Fall Protection 33,882 7 % 22,475 7 % 11,407 8 % Other 41,521 9 % 24,280 8 % 17,241 12 % Total $ 447,299 100 % $ 308,378 100 % $ 138,921 100 % Three Months Ended June 30, 2022 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Fixed Gas & Flame Detection $ 80,498 22 % $ 50,514 20 % $ 29,984 25 % Breathing Apparatus 91,950 25 % 64,610 26 % 27,340 23 % Firefighter Helmets & Protective Apparel 47,899 13 % 35,037 14 % 12,862 11 % Portable Gas Detection 44,892 12 % 31,665 13 % 13,227 11 % Industrial Head Protection 43,724 12 % 34,023 13 % 9,701 8 % Fall Protection 26,614 7 % 17,005 7 % 9,609 8 % Other 36,736 9 % 19,532 7 % 17,204 14 % Total $ 372,313 100 % $ 252,386 100 % $ 119,927 100 % Six Months Ended June 30, 2023 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Fixed Gas & Flame Detection $ 199,490 24 % $ 127,530 22 % $ 71,960 28 % Breathing Apparatus 177,952 21 % 122,037 21 % 55,915 22 % Firefighter Helmets & Protective Apparel 127,926 15 % 101,176 17 % 26,750 10 % Portable Gas Detection 105,353 12 % 76,155 13 % 29,198 11 % Industrial Head Protection 90,071 11 % 69,717 12 % 20,354 8 % Fall Protection 65,039 8 % 42,933 7 % 22,106 9 % Other 79,730 9 % 49,097 8 % 30,633 12 % Total $ 845,561 100 % $ 588,645 100 % $ 256,916 100 % Six Months Ended June 30, 2022 Consolidated Americas International (In thousands, except percentages) Dollars Percent Dollars Percent Dollars Percent Fixed Gas & Flame Detection $ 163,575 23 % $ 105,135 22 % $ 58,440 26 % Breathing Apparatus 162,901 23 % 115,008 24 % 47,893 21 % Firefighter Helmets & Protective Apparel 96,360 14 % 68,513 14 % 27,847 12 % Portable Gas Detection 81,635 12 % 57,456 12 % 24,179 11 % Industrial Head Protection 79,881 11 % 62,188 13 % 17,693 8 % Fall Protection 51,275 7 % 33,282 7 % 17,993 8 % Other 67,378 10 % 36,452 8 % 30,926 14 % Total $ 703,005 100 % $ 478,034 100 % $ 224,971 100 % -14- Table of Contents Note 9—E arnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net income, after the deduction of preferred stock dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities. Participating securities are defined as unvested stock-based compensation awards that contain nonforfeitable rights to dividends. Three Months Ended June 30, Six Months Ended June 30, (In thousands, except per share values) 2023 2022 2023 2022 Net income (loss) $ 67,090 $ 47,693 $ ( 83,083 ) $ 83,235 Preferred stock dividends ( 10 ) ( 10 ) ( 20 ) ( 20 ) Net income (loss) attributable to common equity 67,080 47,683 ( 83,103 ) 83,215 Dividends and undistributed earnings allocated to participating securities ( 8 ) ( 8 ) ( 8 ) ( 13 ) Net income (loss) attributable to common shareholders 67,072 47,675 ( 83,111 ) 83,202 Basic weighted-average shares outstanding 39,274 39,266 39,249 39,279 Stock-based compensation awards (a) 135 155 — 193 Diluted weighted-average shares outstanding 39,409 39,421 39,249 39,472 Antidilutive shares — — 158 — Earnings (loss) per share: Basic $ 1.71 $ 1.21 $ ( 2.12 ) $ 2.12 Diluted $ 1.70 $ 1.21 $ ( 2.12 ) $ 2.11 (a) During periods in which the Company incurs a net loss, stock-based compensation awards are excluded from the computation of diluted earnings per share because their effect would be anti-dilutive. As such, during periods in which the Company incurs a net loss, diluted weighted average shares outstanding are equivalent to basic weighted average shares outstanding. -15- Table of Contents Note 10— Income Taxes The Company's effective tax rate for the three months ended June 30, 2023, was 23.3 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to state income taxes. The Company's effective tax rate for the three months ended June 30, 2022, was 24.7 %, which differs from the U.S. federal statutory rate of 21% primarily due to state income taxes and increased profitability in higher tax jurisdictions. The Company's effective tax rate for the six months ended June 30, 2023, was 520.8 %, which differs from the United States of America ("U.S.") federal statutory rate of 21% primarily due to the divestiture of MSA LLC and the non-deductible loss recorded on the derecognition of the product liability reserves and related assets. Refer to Note 17—Contingencies to the unaudited condensed consolidated financial statements in Part I Item 1 of this Form 10-Q for further information on this transaction. The Company's effective tax rate for the six months ended June 30, 2022, was 23.5 %, which differs from the U.S. federal statutory rate of 21% primarily due to state income taxes. At June 30, 2023, the Company had a gross liability for unrecognized tax benefits of $ 3.4 million. The Company has recognized tax benefits associated with these liabilities of $ 1.8 million at June 30, 2023. The gross liability includes amounts associated with foreign tax exposure in prior periods. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and operating expenses, respectively. The Company's liability for accrued interest related to uncertain tax positions was $ 0.3 million at June 30, 2023. We are subject to regular review and audit by both foreign and domestic tax authorities. While we believe our tax positions will be sustained, the final outcome of tax audits and related litigation may differ materially from the tax amounts recorded in our unaudited condensed consolidated financial statements. Note 11— Stock Plans The 2016 Management Equity Incentive Plan provides for various forms of stock-based compensation for eligible employees through May 2026 including stock options, restricted stock awards, restricted stock units and performance stock units. The 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2027. Stock compensation expense, included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Operations, is as follows: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2023 2022 2023 2022 Stock compensation expense $ 6,759 $ 4,629 $ 13,029 $ 8,358 Income tax benefit 1,656 1,134 3,192 2,048 Stock compensation expense, net of tax $ 5,103 $ 3,495 $ 9,837 $ 6,310 We have not capitalized any stock-based compensation expense. A summary of stock option activity for the six months ended June 30, 2023, is as follows: Shares Weighted Average Exercise Price Outstanding at January 1, 2023 58,156 $ 46.48 Exercised ( 11,533 ) 46.99 Outstanding and exercisable at June 30, 2023 46,623 $ 46.35 -16- Table of Contents Restricted stock awards and restricted stock units are valued at the market value of the stock on the grant date. A summary of restricted stock activity for the six months ended June 30, 2023, is as follows: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 145,886 $ 137.36 Granted 68,996 137.31 Vested ( 38,950 ) 124.37 Forfeited ( 4,343 ) 138.89 Unvested at June 30, 2023 171,589 $ 140.45 Performance stock units that have a market condition modifier are valued at an estimated fair value using a Monte Carlo model. The final number of shares to be issued for performance stock units granted in the first quarter of 2023 may range from 0 % to 200 % of the target award based on achieving the specified performance targets over the performance period plus an additional modifier based on total shareholder return ("TSR") over the performance period. The following weighted average assumptions were used in estimating the fair value of the performance stock units granted for the six months ended June 30, 2023. Fair value per unit $ 131.46 Risk-free interest rate 4.4 % Expected dividend yield 1.43 % Expected volatility 36.7 % MSA stock beta 0.739 The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date converted into an implied spot rate yield curve. Expected dividend yield is based on the most recent annualized dividend divided by the one year average closing share price. Expected volatility is based on the three year historical volatility preceding the grant date using daily stock prices. Expected life is based on historical stock option exercise data. A summary of performance stock unit activity for the six months ended June 30, 2023, is as follows: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 178,760 $ 146.28 Granted 76,285 129.98 Performance adjustments (a) ( 3,009 ) 127.40 Vested ( 53,407 ) 127.36 Forfeited ( 2,306 ) 139.97 Unvested at June 30, 2023 196,323 $ 146.04 (a) Performance adjustments relate primarily to the final number of shares issued for the 2020 performance unit awards which vested in the first quarter of 2023 at 94.9 % of the target award based on both cumulative performance against EBITDA margin and revenue growth targets and MSA's TSR during the three -year performance period. -17- Table of Contents Note 12— Long-Term Debt (In thousands) June 30, 2023 December 31, 2022 2016 Senior Notes payable through 2031, 3.40 %, net of debt issuance costs $ 61,832 $ 66,379 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,722 99,711 2021 Senior Notes payable through 2036, 2.69 %, net of debt issuance costs 99,722 99,711 2023 Term Loan credit agreement maturing in 2026, net of debt issuance costs 242,971 — 2023 Senior Notes payable through 2028, 5.25 %, net of debt issuance costs 49,950 — Senior revolving credit facility maturing in 2026, net of debt issuance costs 259,822 307,031 Total 814,019 572,832 Amounts due within one year 26,492 7,387 Long-term debt, net of debt issuance costs $ 787,527 $ 565,445 On May 24, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Facility" or "Facility”) that extended its term through May 24, 2026 and increased the capacity to $ 900.0 million. Under the amended agreement, the Company may elect either a Base rate of interest (“BASE”) or an interest rate based on the London Interbank Offered Rate (“LIBOR”). The BASE is a daily fluctuating per annum rate equal to the highest of (i) 0.00 %, (ii) the Prime Rate, (iii) the Federal Funds Open Rate plus one half of one percent ( 0.5 %), (iv) the Overnight Bank Funding Rate, plus one half of one percent ( 0.5 %), or (v) the Daily LIBOR Rate plus one percent ( 1.00 %). The Company pays a credit spread of 0 to 175 basis points based on the Company’s net EBITDA leverage ratio and elected rate (BASE or LIBOR). The Company has a weighted average revolver interest rate of 6.14 % as of June 30, 2023. At June 30, 2023, $ 637.2 million of the existing $ 900.0 million Revolving Credit Facility was unused, including letters of credit issued under the Facility. The Facility also provides an accordion feature that allows the Company to access an additional $ 400.0 million of capacity pending approval by MSA’s board of directors and from the bank group. On July 1, 2021, the Company entered into a Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement (the “Prudential Note Agreement”) with PGIM, Inc. (“Prudential”). The Prudential Note Agreement provided for (i) the issuance of $ 100.0 million of 2.69 % Series C Senior Notes due July 1, 2036 and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to Prudential’s acceptance in its sole discretion, the issuance of up to $ 335.0 million aggregate principal amount of senior unsecured notes. As of June 30, 2023, the Company has outstanding £ 48.8 million (approximately $ 61.9 million at June 30, 2023) of 3.4 % Series B Senior Notes due January 22, 2031. Remaining maturities of this note are £ 6.1 million (approximately $ 7.7 million at June 30, 2023) due January 22, 2024, with annual maturities of £ 6.1 million through January 2031. On July 1, 2021, the Company entered into a Second Amended and Restated Master Note Facility (the “NYL Note Facility”) with NYL Investors. The NYL Note Facility provided for (i) the issuance of $ 100.0 million of 2.69 % Series A Senior Notes due July 1, 2036, and (ii) the establishment of an uncommitted note issuance facility whereby the Company may request, subject to NYL Investors’ acceptance in its sole discretion, the issuance of up to $ 200.0 million aggregate principal amount of senior unsecured notes. On June 29, 2023, the Company issued $ 50 million of 5.25 % Series B Senior Notes due July 1, 2028, pursuant to the NYL Note Facility (the "Notes"). The Notes bear interest at 5.25 % per annum, payable semi-annually, and mature on July 1, 2028. The Notes provide for a principal payment of $ 25 million on July 1, 2027, with the remaining $ 25 million due on July 1, 2028. The Notes may be redeemed at the Company’s option prior to their maturity at a make-whole redemption price calculated as provided in the NYL Note Facility. The proceeds of the Notes were used on June 29, 2023, to pay down an equivalent amount of borrowings under the Company’s revolving credit facility with PNC Bank, National Association, as Administrative Agent. The Revolving Credit Facility, Prudential Note Agreement and NYL Note Facility require the Company to comply with specified financial covenants, including a requirement to maintain a minimum fixed charges coverage ratio of not less than 1.50 to 1.00 and a consolidated leverage ratio not to exceed 3.50 to 1.00; except during an acquisition period, defined as four consecutive fiscal quarters beginning with the quarter of acquisition, in which case the consolidated net leverage ratio shall not exceed 4.00 to 1.00; in each case calculated on the basis of the trailing four fiscal quarters. In addition, the agreements contain negative covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or issue guarantees, create or incur liens, make loans and investments, make acquisitions, transfer or sell assets, enter into transactions with affiliated parties, make changes in its organizational documents that are materially adverse to lenders or modify the nature of the Company's or its subsidiaries' business, subject to certain exceptions and limitations, including carve-outs and baskets. All credit facilities exclude Mine Safety Appliances Company, LLC prior to the divestiture of this subsidiary on January 5, 2023, as discussed further in Note 17. -18- Table of Contents During August 2021 and June 2023, respectively, the Company amended its Revolving Credit Facility to transition from Sterling LIBOR reference rates to Sterling Overnight Interbank Average Rate ("SONIA") reference rates and from U.S. LIBOR reference rates to Secured Overnight Financing Rate ("SOFR") reference rates. The Company will apply the optional expedients in ASC 848, Reference Rate Reform, to these modifications driven by reference rate reform, accounting for the modifications as a continuation of the existing contracts. Therefore, these modifications will not require remeasurement at the modification date or a reassessment of previous accounting determinations. As such, the Company does not anticipate the change in reference rates will have an impact on the Company’s unaudited condensed consolidated financial statements. On January 5, 2023, the Company entered into a new $ 250 million term loan facility to fund the divestiture of MSA LLC, a wholly owned subsidiary. Under the agreement, the Company may elect either BASE or an interest rate based on the Secured Overnight Financing Rate. The Company pays a credit spread of 0 to 200 basis points based on the Company's net EBITDA leverage ratio and elected rate. The Company had a Term Loan interest rate of 6.76 % as of June 30, 2023. As of June 30, 2023, the Company was in full compliance with the restrictive covenants under its various credit agreements. The Company had outstanding bank guarantees and standby letters of credit with banks as of June 30, 2023, totaling $ 9.8 million, of which $ 1.5 million relate to the Revolving Credit Facility. The letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies. The Company is also required to provide cash collateral in connection with certain arrangements. At June 30, 2023, the Company has $ 2.0 million of restricted cash in support of these arrangements. Note 13— Goodwill and Intangible Assets, Net Changes in goodwill during the six months ended June 30, 2023, were as follows: (In thousands) Goodwill Balance at January 1, 2023 $ 620,622 Currency translation 5,640 Balance at June 30, 2023 $ 626,262 At June 30, 2023, goodwill of $ 447.6 million and $ 178.7 million related to the Americas and International reportable segments, respectively. Changes in intangible assets, net, during the six months ended June 30, 2023, were as follows: (In thousands) Intangible Assets Net balance at January 1, 2023 $ 281,853 Amortization expense ( 9,018 ) Currency translation 2,470 Net balance at June 30, 2023 $ 275,305 At June 30, 2023, intangible assets, net, includes a trade name related to Globe Manufacturing Company, LLC ("Globe") with an indefinite life totaling $ 60.0 million. -19- Table of Contents Note 14— Pensions and Other Post-retirement Benefits Components of net periodic benefit (income) cost consisted of the following: Pension Benefits Other Benefits (In thousands) 2023 2022 2023 2022 Three Months Ended June 30, Service cost $ 1,884 $ 3,099 $ 53 $ 82 Interest cost 5,918 3,613 273 148 Expected return on plan assets ( 9,906 ) ( 12,418 ) — — Amortization of prior service cost (credit) 37 36 ( 61 ) ( 84 ) Recognized net actuarial losses 47 3,018 138 310 Net periodic benefit (income) cost (a) $ ( 2,020 ) $ ( 2,652 ) $ 403 $ 456 Six Months Ended June 30, Service cost $ 3,768 $ 6,198 $ 106 $ 164 Interest cost 11,836 7,226 546 296 Expected return on plan assets ( 19,812 ) ( 24,836 ) — — Amortization of prior service cost (credit) 74 72 ( 122 ) ( 168 ) Recognized net actuarial losses 94 6,036 276 620 Net periodic benefit (income) cost (a) $ ( 4,040 ) $ ( 5,304 ) $ 806 $ 912 (a) Components of net periodic benefit (income) cost other than service cost are included in the line item Other income, net, and service costs are included in the line items Cost of products sold and Selling, general and administrative in the unaudited Condensed Consolidated Statements of Operations. We made contributions of $ 4.1 million and $ 3.8 million to our pension plans during the six months ended June 30, 2023, and 2022, respectively. We expect to make total contributions of $ 8.2 million to our pension plans in 2023, which are primarily associated with statutorily required plans in the International reporting segment. Note 15— Derivative Financial Instruments As part of our currency exchange rate risk management strategy, we enter into certain derivative foreign currency forward contracts that do not meet the U.S. GAAP criteria for hedge accounting but have the impact of partially offsetting certain of our foreign currency exposures. We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses (gains), net, in the unaudited Condensed Consolidated Statements of Operations. The notional amount of open forward contracts was $ 106.6 million and $ 103.0 million at June 30, 2023, and December 31, 2022, respectively. The following table presents the unaudited Condensed Consolidated Balance Sheets location and fair value of assets and liabilities associated with derivative financial instruments: (In thousands) June 30, 2023 December 31, 2022 Derivatives not designated as hedging instruments: Foreign exchange contracts: prepaid expenses and other current assets $ 31 $ 724 Foreign exchange contracts: accrued restructuring and other current liabilities 488 85 The following table presents the unaudited Condensed Consolidated Statements of Operations and unaudited Condensed Consolidated Statements of Cash Flows location and the (gain) loss impact of derivative financial instruments: Six Months Ended June 30, (In thousands) 2023 2022 Derivatives not designated as hedging instruments: Foreign exchange contracts: currency exchange losses, net $ 123 $ 8,449 -20- Table of Contents Note 16— Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are: • Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. • Level 3—Unobservable inputs for the asset or liability. The valuation methodologies we used to measure financial assets and liabilities include the derivative financial instruments described in Note 15—Derivative Financial Instruments. We estimate the fair value of the derivative financial instruments, consisting of foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy. With the exception of our investments in marketable securities and fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and liabilities approximate their fair values. Our investments in available-for-sale marketable securities, primarily fixed income, were transferred to Sag Main Holdings, LLC, on January 5, 2023, as part of our MSA LLC divestiture as described in Note 17—Contingencies. Prior to the divestiture, these investments were valued at fair value using quoted market prices for similar securities or pricing models. Accordingly, the fair values of the investments were classified within Level 2 of the fair value hierarchy. The amortized cost basis of our investments was $ 9.9 million as of December 31, 2022. The fair value was $ 9.9 million as of December 31, 2022, which was reported in Investments, short-term in the accompanying unaudited Condensed Consolidated Balance Sheets. Prior to the divestiture, changes in fair value were recorded in Other comprehensive (loss) income, net of tax. No impairment losses relating to these securities occurred during the three months ended March 31, 2023. All investments in marketable securities had maturities of one year or less and were in an unrealized loss position as of December 31, 2022. The reported carrying amount of our fixed rate long-term debt was $ 311.9 million and $ 266.5 million at June 30, 2023, and December 31, 2022, respectively. The fair value of this debt was $ 268.3 million and $ 218.3 million at June 30, 2023, and December 31, 2022, respectively. The fair value of this debt was determined using Level 2 inputs by evaluating similarly rated companies with publicly traded bonds where available or current borrowing rates available for financings with similar terms and maturities. Note 17— Contingencies Product liability The Company and its subsidiaries face an inherent business risk of exposure to legal claims arising from the alleged failure of our products to prevent the types of personal injury or death against which they are designed to protect. Product liability claims are categorized as either single incident or cumulative trauma. Single incident product liability claims. Single incident product liability claims involve incidents of short duration that are typically known when they occur and involve observable injuries, which provide an objective basis for quantifying damages. Management has established reserves for the single incident product liability claims of the Company's various subsidiaries, including asserted single incident product liability claims and incurred but not reported ("IBNR") single incident claims. To determine the reserves, Management makes reasonable estimates of losses for single incident claims based on the number and characteristics of asserted claims, historical experience, sales volumes, expected settlement costs, and other relevant information. The reserve for single incident product liability claims was $ 1.5 million at June 30, 2023, and $ 1.4 million December 31, 2022. Single incident product liability expense was $ 0.1 million during both the six months ended June 30, 2023 and the six months ended June 30, 2022. Single incident product liability exposures are evaluated on an annual basis, or more frequently if changing circumstances warrant. Adjustments are made to the reserve as appropriate. The reserve has not been discounted to present value and does not include future amounts which will be spent to defend the claims. -21- Table of Contents Cumulative trauma product liability claims. Cumulative trauma product liability claims involve alleged exposures to harmful substances (e.g., silica, asbestos and coal dust) that occurred years ago and may have developed over long periods of time into diseases such as silicosis, asbestosis, mesothelioma, or coal worker’s pneumoconiosis. Prior to the divestiture described below, one of the Company's former subsidiaries, Mine Safety Appliances Company, LLC ("MSA LLC"), was named as a defendant in various lawsuits related to such claims. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by MSA LLC or its predecessors. Management previously established a reserve for MSA LLC's potential exposure to cumulative trauma product liability claims. Prior to its divestiture, MSA LLC's total cumulative trauma product liability reserve was $ 395.1 million, including $ 13.4 million for claims settled but not yet paid and related defense costs, as of December 31, 2022. The reserve includes estimated amounts related to asserted and IBNR asbestos, silica, and coal dust claims expected to be resolved through the year 2075. The reserve was not discounted to present value and did not include future amounts which will be spent to defend the claims. Defense costs were recognized in the unaudited Condensed Consolidated Statements of Operations as incurred. At December 31, 2022, $ 65.1 million of the total reserve for cumulative trauma product liability claims was recorded in the Insurance and product liability line within other current liabilities in the Consolidated Balance Sheets and the remainder, $ 330.0 million, is recorded in the Product liability and other noncurrent liabilities line. Prior to the divestiture, MSA LLC's cumulative trauma product liability reserve was based upon an estimate of MSA LLC’s current and potential future liability for cumulative trauma product liability claims, in accordance with applicable accounting principles. See further discussion on the process and assumptions used to derive this estimate in Note 20—Contingencies of the consolidated financial statements in Part II Item 8 of MSA's Form 10-K for the year ended December 31, 2022. On January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Sag Main Holdings, LLC (the “Buyer”). The Buyer is a joint venture between R&Q Insurance Holdings Ltd. (“R&Q”) and Obra Capital, Inc. (“Obra”). Under the Purchase Agreement, on January 5, 2023, the Company transferred to the Buyer all of the issued and outstanding limited liability company interests of MSA LLC (the “Sale”). In connection with the closing, the Company contributed $ 341.2 million in cash and cash equivalents, while R&Q and Obra contributed an additional $ 35.0 million. As MSA LLC was the obligor for the Company's legacy cumulative trauma product liability reserves and policyholder of the related insurance assets, the rights and obligations related to these items transferred upon the sale to the Buyer. In addition, pursuant to the Purchase Agreement, the Buyer and MSA LLC have agreed to indemnify the Company and its affiliates for legacy cumulative trauma product liabilities and other product liabilities, and a subsidiary of the Company has agreed to indemnify MSA LLC for all other historical liabilities of MSA LLC. This indemnification is not subject to any cap or time limitation. In connection with the sale, the Company and its Board of Directors received a solvency opinion from an independent advisory firm that MSA LLC was solvent and adequately capitalized after giving effect to the transaction. Following the completion of the sale and transfer, the Company no longer has any obligation with respect to pending and future cumulative trauma product liability claims relating to these matters. As such, all legacy cumulative trauma product liability reserves, related insurance assets, and associated deferred tax assets of the divested subsidiary were derecognized from our balance sheet and the Company incurred a tax-effected loss on the divestiture of MSA LLC of $ 199.6 million, including transaction related costs of $ 5.6 million. R&Q and Obra's joint venture has assumed management of the divested subsidiary, including the management of its claims and associated assets. -22- Table of Contents Below is a summary of the impact of the divestiture of MSA LLC on our unaudited Condensed Consolidated Statements of Operations for the quarter ended March 31, 2023 (no additional impact for the quarter ended June 30, 2023): (In millions) Three Months Ended March 31, 2023 Cash and cash equivalents $ ( 341.2 ) Current insurance receivables ( 17.3 ) Notes receivable, insurance companies ( 5.9 ) Noncurrent insurance receivables ( 110.3 ) Notes receivable, insurance companies, noncurrent ( 38.7 ) Current product liability 65.1 Noncurrent product liability 324.7 Loss on divestiture of MSA LLC before transaction costs ( 123.6 ) Transaction costs ( 5.6 ) Loss on divestiture of MSA LLC ( 129.2 ) Income tax expense (a) ( 70.4 ) Tax-effected loss on divestiture of MSA LLC $ ( 199.6 ) (a) Related to the write-off of deferred tax asset related to product liability reserve Insurance Receivable and Notes Receivable, Insurance Companies Many years ago, MSA LLC purchased insurance policies from various insurance carriers that, subject to common contract exclusions, provided coverage for cumulative trauma product liability losses (the "Occurrence-Based Policies"). Prior to the divestiture of MSA LLC, when adjustments were made to amounts recorded in the cumulative trauma product liability reserve, we calculated amounts due to be reimbursed pursuant to the terms of the negotiated Coverage-In-Place Agreements, including cumulative trauma product liability losses and related defense costs, and we recorded the amounts probable of reimbursement as insurance receivables. Insurance receivables at December 31, 2022 totaled $ 127.6 million, of which $ 17.3 million was reported in Prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheets and $ 110.3 million was reported in Insurance receivables and other noncurrent assets. A summary of insurance receivables balance and activity related to cumulative trauma product liability losses and divestiture of MSA LLC is as follows: (In millions) Six Months Ended June 30, 2023 Year Ended December 31, 2022 Balance beginning of period $ 127.6 $ 130.2 Divestiture of MSA LLC ( 127.6 ) — Additions — 1.8 Collections and other adjustments — ( 4.4 ) Balance end of period $ — $ 127.6 Prior to the divestiture of MSA LLC, notes receivable from insurance companies at December 31, 2022 totaled $ 44.6 million of which $ 5.9 million was reported in Notes receivable, insurance companies, current in the unaudited Condensed Consolidated Balance Sheets and $ 38.7 million was reported in Notes receivable, insurance companies, noncurrent. -23- Table of Contents A summary of notes receivables from insurance companies balance is as follows: (In millions) Six Months Ended June 30, 2023 Year Ended December 31, 2022 Balance beginning of period $ 44.6 $ 48.5 Divestiture of MSA LLC ( 44.6 ) — Additions — 1.2 Collections — ( 5.1 ) Balance end of period $ — $ 44.6 Other Litigation Globe, a subsidiary of the Company, is defending claims in which plaintiffs assert that certain products allegedly containing per- and polyfluoroalkyl substances (“PFAS”) have caused harm, including injury or health issues. PFAS are a large class of substances that are widely used in everyday products. Specifically, Globe builds turnout gear from technical fabrics sourced from a small pool of specialty textile manufacturers. These protective fabrics have been tested and certified to meet industry standards, and some of them contain PFAS to achieve water, oil, or chemical resistance. At this time, no manufacturer of firefighter protective clothing is able to meet current National Fire Protection Association safety standards while offering coats or pants that are completely PFAS free. Globe believes it has valid defenses to these claims. These matters are at a very early stage with numerous factual and legal issues to be resolved. Defense costs relating to these lawsuits are recognized in the unaudited Condensed Consolidated Statements of Operations as incurred. Globe is also pursuing insurance coverage and indemnification related to the lawsuits. As of July 27, 2023, Globe was named as a defendant in 137 lawsuits comprised of approximately 8,231 claims, plus one action filed on behalf of a putative class of Florida firefighters and certain of their dependents. MSA LLC is also a defendant in a number of PFAS lawsuits and Sag Main Holdings, LLC (the "Buyer") assumed responsibility for these and any similar future claims specific to MSA LLC in connection with the divestiture on January 5, 2023. Product Warranty The Company provides warranties on certain product sales. Product warranty reserves are established in the same period that revenue from the sale of the related products is recognized, or in the period that a specific issue arises as to the functionality of the Company's product. The determination of such reserves requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The amounts of the reserves are based on established terms and the Company's best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. If actual return rates and/or repair and replacement costs differ significantly from estimates, adjustments to recognize additional cost of sales may be required in future periods. The following table reconciles changes in the Company's accrued warranty reserve: (In thousands) Six Months Ended June 30, 2023 Year Ended December 31, 2022 Beginning warranty reserve $ 15,230 $ 12,423 Warranty payments ( 4,790 ) ( 10,631 ) Warranty claims 4,914 14,544 Provision for product warranties and other adjustments ( 252 ) ( 1,106 ) Ending warranty reserve $ 15,102 $ 15,230 Warranty expense was $ 4.7 million and $ 4.8 million for the six months ended June 30, 2023, and 2022, respectively, and is included in Costs of products sold on the unaudited Condensed Consolidated Statements of Operations. -24- Table of Contents