17 unchanged sentences
The Company's Independent registered public accounting firm that audited the consolidated financial statements included in this annual report issued an attestation report on the Company's internal control over financial reporting.
−Removed: /s/ NISHAN J.
−Removed: Chairman and Chief Executive Officer
+Added: /s/ STEVEN C.
+Added: President and Chief Executive Officer
Senior Vice President and Chief Financial Officer
5 unchanged sentences
In our opinion, MSA Safety Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss and noncontrolling interests for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 and our report dated February 16, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 and our report dated February 14, 2025, expressed an unqualified opinion thereon.
Basis for Opinion
20 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of MSA Safety Incorporated (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss and noncontrolling interests for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 (collectively referred to as the “consolidated financial statements”).
+Added: We have audited the accompanying consolidated balance sheets of MSA Safety Incorporated (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, cash flows, and changes in retained earnings, accumulated other comprehensive loss for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) 2 (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.
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The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Divestiture of MSA LLC
−Removed: Description of the Matter As more fully described in Note 20 to the consolidated financial statements, on January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Sag Main Holdings, LLC (the “Buyer”) under which the Company transferred to the Buyer all of the issued and outstanding limited liability company interests of MSA LLC (the “Sale”).
−Removed: 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 remained with MSA LLC when it transferred to the Buyer's ownership pursuant to the Purchase Agreement.
−Removed: Following the completion of the Sale and the transfer of MSA LLC to the Buyer, the Company no longer has any obligation with respect to pending and future cumulative trauma product liability claims relating to MSA LLC.
−Removed: As such, all legacy cumulative trauma product liability reserves and related insurance assets were derecognized.
−Removed: The Company incurred a pre-tax loss on divestiture of MSA LLC of $129.2 million during the year ended December 31, 2023.
−Removed: Auditing management’s evaluation of the divestiture of MSA LLC and the corresponding derecognition of the legacy cumulative trauma product liability reserves and related insurance assets was challenging and required additional audit effort given the complexity of the accounting guidance and the evaluation of the Purchase Agreement and other related agreements to assess whether the criteria were met to derecognize the legacy cumulative trauma product liability reserves and related insurance assets.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant internal controls over the Company’s divestiture of MSA LLC, including the controls related to the evaluations performed to determine whether the criteria to derecognize the legacy cumulative trauma product liability reserves and related insurance assets were met.
−Removed: To test the Company’s accounting evaluations surrounding the divestiture of MSA LLC, we performed audit procedures which included, among others:
−Removed: reading the minutes of the meetings of the board of directors and the committees of the board, reading the Purchase Agreement and related agreements to evaluate whether any provisions or circumstances were present that would provide the Company the power or control over the divested assets and liabilities or that may provide for any characteristics of continuing involvement in the management of the legacy cumulative trauma product liability reserves and related insurance assets, performing a search for new or contrary evidence, and obtaining a representation letter from the Company.
−Removed: We engaged professionals with specialized skill and knowledge to assist in performing these procedures.
−Removed: Our procedures also included evaluating the sufficiency of the Company’s disclosures with respect to the divestiture of MSA LLC described in Note 20 to the consolidated financial statements.
+Added: Valuation of Goodwill
+Added: Description of the Matter At December 31, 2024, the Company had goodwill of approximately $620.9 million.
+Added: As discussed in Notes 1 and 14 to the consolidated financial statements, the Company evaluates goodwill for impairment at least annually or whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
+Added: The Company performed a quantitative impairment assessment for each reporting unit as of October 1, 2024.
+Added: The Company estimated the fair value of each reporting unit using a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.
+Added: Auditing management’s annual goodwill impairment assessments was challenging and required additional audit effort due to the use of valuation methodologies in the determination of the estimated fair values of the reporting units.
+Added: These fair value estimates are impacted by assumptions such as discount rates, revenue growth rates, and operating margins which are affected by expectations about future market or economic conditions.
+Added: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops assumptions that are used as inputs to the annual goodwill impairment tests.
+Added: This included controls over management’s review of the valuation models and the assumptions, described above.
+Added: To test the fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies, testing the assumptions, and testing the completeness and accuracy of the underlying data.
+Added: We involved our internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of certain assumptions selected by management.
+Added: We performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.
+Added: We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.
+Added: We also assessed the appropriateness of the disclosures in the consolidated financial statements.
/s/ Ernst & Young LLP
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Other income, net (Note 16) ( 22,718 ) ( 22,101 ) ( 21,056 )
−Removed: Total other expense (income), net 24,632 604 ( 824 )
+Added: Total other expense, net 14,171 24,632 604
Income before income taxes 375,006 206,688 238,533
1 unchanged sentence
Net income $ 284,967 $ 58,583 $ 179,630
−Removed: Net income attributable to noncontrolling interests — — ( 448 )
−Removed: Net income attributable to MSA Safety Incorporated $ 58,583 $ 179,630 $ 21,340
−Removed: Earnings per share attributable to MSA Safety Incorporated common shareholders (Note 9):
+Added: Earnings per share attributable to common shareholders (Note 10):
Basic $ 7.24 $ 1.49 $ 4.58
10 unchanged sentences
Pension and post-retirement plan actuarial gains, net of tax (Note 7) 31,262 7,683 6,961
−Removed: Unrealized gains (losses) on available-for-sale securities (Note 6) 2 3 ( 4 )
−Removed: Reclassifications from accumulated other comprehensive loss into net income (Note 6) 101 2,912 267
−Removed: Total other comprehensive income (loss), net of tax 29,468 ( 9,577 ) 33,165
+Added: Unrealized gains on available-for-sale securities (Note 7) — 2 3
+Added: Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) ( 1,200 ) 101 2,912
+Added: Total other comprehensive (loss) income, net of tax ( 12,400 ) 29,468 ( 9,577 )
Comprehensive income 272,567 88,051 170,053
−Removed: Comprehensive income attributable to noncontrolling interests — — ( 356 )
−Removed: Comprehensive income attributable to MSA Safety Incorporated $ 88,051 $ 170,053 $ 54,597
The accompanying notes are an integral part of the consolidated financial statements.
6 unchanged sentences
Inventories (Note 5) 296,796 292,604
−Removed: Investments, short-term (Note 19) — 9,905
Prepaid income taxes 18,631 12,912
−Removed: Notes receivable, insurance companies (Note 20) — 5,931
Prepaid expenses and other current assets 43,830 39,634
6 unchanged sentences
Intangible assets, net (Note 14) 246,437 266,134
−Removed: Notes receivable, insurance companies, noncurrent (Note 20) — 38,695
−Removed: Insurance receivable (Note 20) and other noncurrent assets 19,811 136,853
+Added: Other noncurrent assets 16,656 19,811
Total assets $ 2,205,784 $ 2,170,150
2 unchanged sentences
Employees’ compensation 54,826 73,386
−Removed: Insurance and product liability (Note 20) 8,521 73,898
Income taxes payable (Note 11) 14,966 19,972
2 unchanged sentences
Long-term debt, net (Note 13) 481,622 575,170
−Removed: Pensions and other employee benefits (Note 15) 143,967 137,810
+Added: Pensions (Note 15) and other employee benefits 134,251 143,967
Noncurrent operating lease liabilities (Note 17) 45,984 44,495
Deferred tax liabilities (Note 11) 107,691 102,419
−Removed: Product liability (Note 20) and other noncurrent liabilities 4,479 336,889
+Added: Other noncurrent liabilities 4,824 4,479
Total liabilities $ 1,062,465 $ 1,203,348
−Removed: Commitments and contingencies (Note 20)
Shareholders' Equity
20 unchanged sentences
Stock-based compensation (Note 12) 18,185 30,023 19,650
−Removed: Pension (income) expense (Note 15) and other charges ( 7,915 ) ( 11,499 ) 2,448
−Removed: Deferred income tax benefit (Note 10) ( 8,514 ) 5,171 ( 38,850 )
+Added: Pension income (Note 15) ( 8,147 ) ( 7,915 ) ( 11,499 )
+Added: Deferred income tax (benefit) provision (Note 11) ( 98 ) ( 8,514 ) 5,171
Loss on asset write-down and dispositions, net 819 173 6,290
18 unchanged sentences
Proceeds from maturities of short-term investments (Note 19) — — 119,000
−Removed: Acquisitions, net of cash acquired (Note 14) — — ( 392,437 )
Property disposals and other investing 468 2,811 ( 1,389 )
5 unchanged sentences
Cash dividends paid ( 78,759 ) ( 73,488 ) ( 71,497 )
−Removed: Acquisition of noncontrolling interests in consolidated subsidiaries (Note 14) — — ( 13,381 )
−Removed: Distribution to noncontrolling interests (Note 14) — — ( 5,632 )
Company stock purchases (Note 8) ( 37,340 ) ( 3,961 ) ( 34,394 )
1 unchanged sentence
Employee stock purchase plan (Note 8) 1,363 963 891
−Removed: Cash Flow (Used In) Provided by Financing Activities ( 52,253 ) ( 113,350 ) 203,925
+Added: Cash Flow Used In Financing Activities ( 208,689 ) ( 52,253 ) ( 113,350 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 17,295 ) ( 16,671 ) ( 16,631 )
−Removed: (Decrease) increase in cash, cash equivalents and restricted cash ( 16,020 ) 22,990 ( 19,596 )
+Added: Change in cash, cash equivalents and restricted cash 16,689 ( 16,020 ) 22,990
Beginning cash, cash equivalents and restricted cash 148,408 164,428 141,438
9 unchanged sentences
CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS
−Removed: ACCUMULATED OTHER COMPREHENSIVE LOSS AND NONCONTROLLING INTERESTS
+Added: AND ACCUMULATED OTHER COMPREHENSIVE LOSS
(In thousands, except per share amounts) Retained
1 unchanged sentence
Comprehensive
−Removed: Loss Noncontrolling Interests
Balances at January 1, 2022 $ 1,050,214 $ ( 149,140 )
2 unchanged sentences
Pension and post-retirement plan adjustments, net of $ 2,570 tax benefit
−Removed: Unrecognized net losses on available-for-sale securities (Note 19) — ( 4 ) —
+Added: Unrecognized net gains on available-for-sale securities (Note 19) — 3
Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — 2,912
−Removed: (Income) loss attributable to noncontrolling interests ( 448 ) 92 356
−Removed: Acquisition of noncontrolling interests in consolidated subsidiaries — — ( 8,349 )
−Removed: Distributions to noncontrolling interests ( 5,632 ) — —
Common dividends ($ 1.82 per share)
−Removed: ( 68,545 ) — —
Preferred dividends ($ 2.25 per share)
6 unchanged sentences
Common dividends ($ 1.87 per share)
−Removed: ( 71,456 ) — —
Preferred dividends ($ 2.25 per share)
3 unchanged sentences
Pension and post-retirement plan adjustments, net of $ 10,227 tax benefit
−Removed: Unrecognized net gains on available-for-sale securities (Note 19) — 2 —
Reclassification of currency translation from accumulated other comprehensive loss into net income (Note 7) — ( 1,200 )
Common dividends ($ 2.00 per share)
−Removed: ( 73,447 ) — —
Preferred dividends ($ 2.25 per share)
11 unchanged sentences
Intercompany accounts and transactions are eliminated.
−Removed: Noncontrolling Interests— Noncontrolling interests reflect noncontrolling shareholders’ investments in certain consolidated subsidiaries and their proportionate share of the income and accumulated other comprehensive loss of those subsidiaries.
−Removed: During July 2021, the Company purchased the remaining noncontrolling interests in MSA (China) Safety Equipment Co., Ltd.
−Removed: See Note 14—Acquisitions for further detail.
+Added: Reclassifications— Certain reclassifications of prior years' results have been made to conform to the current year presentation.
+Added: These reclassifications relate to aligning prior year deferred tax and accrued warranty reserve with current year presentation within our disclosures.
Currency Translation— The functional currency of all significant non-U.S.
−Removed: subsidiaries is the local country currency.
+Added: operating subsidiaries is the local country currency.
Assets and liabilities of these operations are translated at year-end exchange rates.
3 unchanged sentences
Cash Equivalents— Cash equivalents include temporary deposits with financial institutions and highly liquid investments with original maturities of 90 days or less.
−Removed: Highly liquid investments, consisting of money market funds totaling $ 1.9 million at December 31, 2022, were liquidated and included in the cash contributed in the MSA LLC divestiture transaction.
−Removed: Refer to Note 20—Contingencies to the consolidated financial statements in Part II Item 8 of this Form 10-K for further discussion on the divestiture of MSA LLC on January 5, 2023.
−Removed: Prior to the divestiture, these funds were valued at net asset value (“NAV”) and were required to price and transact at a NAV per share that fluctuated based upon the pricing of the underlying portfolio of securities.
Restricted Cash— Restricted cash, which is designated for use other than current operations, is included in prepaid expenses and other current assets in the Consolidated Balance Sheets.
4 unchanged sentences
It is the Company's general policy to write-down any inventory balance in excess of the last 24 months of consumption and any inventory identified as obsolete.
−Removed: Investment securities — Prior to the divestiture of MSA LLC as discussed above, the Company held investment securities, primarily consisting of fixed income securities which were classified as available-for-sale.
−Removed: The securities were recorded at fair market value and included in “Investments, short-term” in the accompanying Consolidated Balance Sheets with changes in fair market value recorded in other comprehensive income, net of tax.
−Removed: The purchases and sales of these investments were classified as investing activities in the Consolidated Statements of Cash Flows.
Property and Depreciation— Property is recorded at cost.
11 unchanged sentences
Additionally, costs of upgrades and enhancements are capitalized when it is probable that the upgrades and enhancements will result in added functionality.
−Removed: During 2023, 2022 and 2021, respectively, there was approximately $ 12.1 million, $ 8.7 million and $ 8.1 million of software development costs capitalized.
+Added: During 2024, 2023 and 2022, respectively, there was $ 13.0 million, $ 12.1 million and $ 8.7 million of software development costs capitalized.
The Company has unamortized computer software development costs of $ 19.9 million and $ 18.2 million as of December 31, 2024 and 2023, respectively, included in property, plant and equipment, net.
23 unchanged sentences
For finance leases, the amortization of the right-of-use asset is included in depreciation and amortization, and the interest is included in interest expense.
−Removed: Lessor Arrangements — The Company derives a portion of its revenue from various leasing arrangements where the Company is the lessor, primarily fire service contracts entered into by Bristol which was acquired in January 2021 (Note 14).
−Removed: Such arrangements provide for monthly payments covering equipment provided, maintenance and interest.
−Removed: These arrangements meet the criteria to be accounted for as sales-type leases under Accounting Standards Codification ("ASC") 842 and contain both lease and non-lease components.
+Added: Lessor Arrangements — The Company derives a portion of its revenue from various leasing arrangements where the Company is the lessor, primarily managed fire service contracts.
+Added: Such arrangements provide for payments covering equipment provided, maintenance and interest.
+Added: These arrangements meet the criteria to be accounted for as sales-type leases under ASC 842 and contain both lease and non-lease components.
For a component to be separate, the customer would be able to benefit from the right of use of the component separately or with other resources readily available to the customer and the right of the use is not highly dependent or highly interrelated with the other rights to use the other underlying assets or components.
1 unchanged sentence
Upon the recognition of such revenue, an asset is established for the investment in sales-type leases.
−Removed: Maintenance revenue, which is considered a non-lease component, and interest is recognized monthly over the lease term.
−Removed: As of December 31, 2023, the Company had remaining maintenance performance obligations of approximately $ 32.9 million which are expected to be recognized to revenue over approximately 4 years.
−Removed: Lease revenues and interest earned by the Company, included in the Consolidated Statements of Income, were not material to any of the years ended December 31, 2023, 2022 and 2021.
−Removed: Net investment in sales-type leases of $ 6.3 million and $ 14.6 million were included in Prepaid expenses and other current assets and Insurance receivable and other noncurrent assets, respectively, in the Consolidated Balance Sheets as of December 31, 2023.
−Removed: The portion in Insurance receivable and other noncurrent assets at December 31, 2023 is expected to be collected within six years .
+Added: Maintenance revenue, which is considered a non-lease component, and interest is recognized over the lease term.
Goodwill and Other Intangible Assets— Intangible assets with a finite useful life are amortized on a straight-line basis over their useful lives.
12 unchanged sentences
If the estimated fair value of a reporting unit is less than its carrying value, an impairment charge is recognized for the excess of the reporting unit's carrying value over its fair value.
−Removed: Fair value is measured based on the discounted cash flow method and relative market-based approaches.
In 2024, we performed a quantitative test at October 1, 2024.
−Removed: We estimate reporting unit fair value using a weighted average of fair values determined by discounted cash flow ("DCF") and market approach methodologies, as we believe both are important indicators of fair value.
−Removed: A number of assumptions and estimates are involved in the application of the DCF model, including sales volumes and prices, costs to produce, tax rates, capital spending, discount rates, and working capital changes.
+Added: We estimate fair value of each reporting unit using a combination of valuation techniques, including the discounted cash flow ("DCF") method, a form of the income approach, and the guideline public company method, a form of the market approach, as we believe each are important indicators of fair value.
+Added: A number of assumptions and estimates are involved in the application of the DCF model, such as discount rates, revenue growth rates, and operating margins which are affected by expectations about future market or economic conditions.
Cash flow forecasts are generally based on approved reporting unit operating plans for the early years and historical relationships in later years.
4 unchanged sentences
Revenue Recognition— We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers .
−Removed: Revenue from the sale of products is recognized when there is persuasive evidence of an arrangement and control passes to the customer, which generally occurs either when product is shipped to the customer or, in the case of most U.S.
−Removed: distributor customers, when product is delivered to the distributor's delivery site.
+Added: Revenue from the sale of products and solutions is recognized when there is persuasive evidence of an arrangement and control passes to the customer.
We establish our shipping terms according to local practice and market characteristics.
We do not ship product unless we have an order or other documentation authorizing shipment to our customers.
−Removed: Our payment terms vary by the type and location of our customer and the products offered.
+Added: Our payment terms vary by the type and location of our customer and the products and solutions offered.
The term between invoicing and when payment is due is not significant.
2 unchanged sentences
We make appropriate provisions for credit losses, which have historically been insignificant in relation to our net sales.
−Removed: Certain contracts with customers, primarily distributor customers, have an element of variable consideration that is estimated when revenue is recognized under the contract to the extent that it is material to the individual contract.
−Removed: Variable consideration includes volume incentive rebates, performance guarantees, price concessions and returns.
+Added: Certain contracts with customers have an element of variable consideration that is estimated when revenue is recognized under the contract to the extent that it is material to the individual contract.
Rebates are based on achieving a certain level of purchases and other performance criteria that are documented in established distributor programs.
These rebates are estimated based on projected sales to the customer and accrued as a reduction of net sales as they are earned by the customer.
−Removed: The rebate accrual is reviewed monthly and adjustments are made as the estimate of projected sales changes.
−Removed: Product returns, including an adjustment for restocking fees if it is material, are estimated based on historical return experience and revenue is adjusted.
Sales, value add and other taxes collected with revenue-producing activities and remitted to governmental authorities are excluded from revenue.
−Removed: Depending on the terms of the arrangement, we may defer revenue for which we have a future obligation, including leases where the Company is the lessor, connected safety subscriptions, training, extended warranty, software subscriptions, maintenance and technical services, until such time that the obligation has been satisfied.
−Removed: We use an observable price, or a cost plus margin approach when one is not available, to determine the stand-alone selling price for separate performance obligations.
−Removed: We have elected to recognize the cost for shipping and handling as an expense when control of the product has passed to the customer.
−Removed: These costs are included within the Cost of products sold line on the Consolidated Statements of Income.
−Removed: Amounts billed to customers for shipping and handling are included in net sales.
+Added: Refer to Note 2—Revenue Recognition for additional disclosures on revenue recognition matters.
Product Warranties— Estimated expenses related to product warranties and additional service actions are charged to Cost of products sold in the period in which the related revenue is recognized or when significant product quality issues are identified.
7 unchanged sentences
subsidiaries as these earnings are not considered to be permanently reinvested.
+Added: The Company treats any Global Intangible Low Taxed Income as a period cost.
Stock-Based Compensation— We recognize expense for employee and non-employee director stock-based compensation based on the grant date fair value of the awards.
Except for retirement-eligible participants, for whom there is no requisite service period, this expense is recognized ratably over the requisite service periods following the date of grant.
−Removed: For retirement-eligible participants, this expense is recognized over an accelerated period of at least one year .
Derivative Instruments— We may use derivative instruments from time to time to minimize the effects of changes in currency exchange rates.
10 unchanged sentences
Legal matters are reviewed on a continuous basis to determine if there has been a change in management’s judgment regarding the likelihood and/or estimate of a potential loss.
−Removed: Please refer to Note 20 — Contingencies for further details on product liability related matters.
+Added: Refer to Note 20—Contingencies for further details on product liability related matters.
Concentration of credit and business risks— We sell to customers in a broad mix of industries and are exposed to credit risk in the event of nonpayment.
1 unchanged sentence
We mitigate our exposure to credit risk by performing ongoing credit evaluations and, when deemed necessary, requiring letters of credit, credit insurance, prepayments, guarantees or other collateral.
−Removed: No individual customer represented more than 10% of our sales or receivables as of December 31, 2023 or 2022 or for any of the three years ended December 31, 2023.
+Added: No individual customer represented more than 10% of our receivables as of December 31, 2024, or 2023, or sales for any of the three years ended December 31, 2024.
+Added: Recently Issued Accounting Standards and Disclosure Rules —In December 2023, the FASB issued ASU No.
+Added: 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures .
+Added: ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.
+Added: This standard also includes certain other amendments to improve the effectiveness of income tax disclosures.
+Added: ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024.
+Added: With the exception of expanding disclosures, we do not expect the adoption of ASU 2023-09 to have a material effect on our consolidated financial statements taken as a whole.
+Added: In March 2024, the U.S.
+Added: Securities and Exchange Commission (the "SEC") adopted the final rule under SEC Release No.
+Added: 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors .
+Added: This rule would require registrants to disclose certain climate-related information in registration statements and annual reports.
+Added: In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.
+Added: The disclosure requirements would apply to the Company's fiscal year ended December 31, 2025, pending resolution of the stay.
+Added: The Company is currently evaluating the final rule to determine its impact on the Company's disclosures.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (“DISE”) .
+Added: ASU 2024-03 requires disaggregated disclosure of income statement expenses for public business entities.
+Added: ASU 2024-03 does not change the expense captions an entity presents on the face of the income statement;
+Added: rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.
+Added: As revised by ASU No.
+Added: 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures , the provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.
+Added: With the exception of expanding disclosures to include more granular income statement expense categories, we do not expect the adoption of ASU 2024-03 to have a material effect on our consolidated financial statements taken as a whole.
+Added: Note 2— Revenue Recognition
+Added: We generate revenue primarily from manufacturing and selling a comprehensive line of safety products and solutions to protect the health and safety of workers and facility infrastructures around the world.
+Added: Our customers generally fall into two categories:
+Added: distributors and industrial or end-users.
+Added: All customer categories have similar nature, timing and uncertainty related to cash flows.
+Added: As a result, the underlying principles of revenue recognition are identical for both categories of customers.
+Added: We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers .
+Added: Revenue from the sale of products and solutions is recognized when there is persuasive evidence of an arrangement and control passes to the customer, which generally occurs either when product is shipped to the customer or, in the case of certain customers, when product is delivered to the customer's site.
+Added: We establish our shipping terms according to local practice and market characteristics.
+Added: We do not ship product unless we have an order or other documentation authorizing shipment to our customers.
+Added: Our payment terms vary by the type and location of our customer and the products and solutions offered;
+Added: however, in most cases, the term between invoicing and when payment is due is not significant.
+Added: Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services.
+Added: Amounts billed and due from our customers are classified as receivables on the Consolidated Balance Sheets.
+Added: We make appropriate provisions for credit losses, which have historically been insignificant in relation to our net sales.
+Added: Certain contracts with customers may have an element of variable consideration that is estimated when revenue is recognized under the contract to the extent that it is material to the individual contract.
+Added: Variable consideration could include volume incentive rebates and performance guarantees.
+Added: Rebates are based on achieving a certain level of purchases and other performance criteria that are documented in established distributor programs.
+Added: These rebates are estimated based on projected sales to the customer and accrued as a reduction of net sales as they are earned by the customer.
+Added: Sales, value add and other taxes collected with revenue-producing activities and remitted to governmental authorities are excluded from revenue.
+Added: Depending on the terms of the arrangement, we may defer revenue for which we have a future obligation, which may include leases where the Company is the lessor, training, extended warranty, software subscriptions, maintenance and technical services, until such time that the obligation has been satisfied.
+Added: We use an observable price, or a cost plus margin approach when one is not available, to determine the stand-alone selling price for separate performance obligations.
+Added: We have elected to recognize the cost for shipping and handling as an expense when control of the product has passed to the customer.
+Added: These costs are included within the Cost of products sold line on the Consolidated Statements of Income.
+Added: Amounts billed to customers for shipping and handling are included in net sales.
+Added: Performance Obligations
+Added: The Company recognizes revenue when performance obligations identified under the terms of the contract with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of sale.
+Added: For most contracts with customers, this results in point-in-time revenue recognition once contractual shipping terms are fulfilled.
+Added: Disaggregation of Revenue
+Added: Refer to Note 9—Segment Information to the consolidated financial statements in Part II Item 8 of this Form 10-K for disaggregation of revenue by segment and product category, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
+Added: Lessor Arrangements
+Added: The Company derives a portion of its revenue from various leasing contracts where the Company is the lessor, primarily managed fire service contracts entered by Bristol.
+Added: Such arrangements provide for recurring payments throughout the contract term.
+Added: These payments cover equipment provided in addition to several services which include maintenance and interest.
+Added: Managed fire service contracts meet the criteria to be accounted for as sales-type leases.
+Added: Under ASC 842, these contracts contain both lease and non-lease components.
+Added: For a component to be separate, the customer would be able to benefit from the right of use of the component separately or with other resources readily available to the customer and the right of the use is not highly dependent or highly interrelated with the other rights to use the other underlying assets or components.
+Added: For managed fire service contracts, revenue from equipment provided is considered a lease component and recognized with point in time revenue recognition upon lease commencement.
+Added: Upon the recognition of such revenue, an asset is established for the investment in sales-type leases.
+Added: Maintenance revenue, which is considered a non-lease component, and interest are recognized monthly over the lease term.
+Added: As of December 31, 2024, remaining maintenance performance obligations for managed fire service contracts were $ 25.5 million, which are expected to be recognized to revenue over approximately 3 years.
+Added: Lease revenues and interest earned by the Company, included in the Consolidated Statements of Income, were not material to any of the years ended December 31, 2024, 2023 and 2022.
+Added: Net investment in sales-type leases of $ 5.6 million and $ 11.3 million were included in Prepaid expenses and other current assets and Other noncurrent assets, respectively, in the Consolidated Balance Sheets as of December 31, 2024.
+Added: These amounts at December 31, 2024, are expected to be collected over the remaining life of each contract.
+Added: Practical Expedients and Exemptions
+Added: We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
+Added: We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
+Added: We generally expense sales commissions when incurred because the amortization period would have been one year or less.
+Added: These costs are recorded within selling, general and administrative expenses in our Consolidated Statements of Income.
Note 3— Cash and Cash Equivalents
13 unchanged sentences
Americas segment restructuring charges of $ 1.6 million during the year ended December 31, 2024, were related to manufacturing footprint optimization activities.
+Added: International segment restructuring charges of $ 3.5 million during the year ended December 31, 2024, were related to ongoing initiatives to optimize our manufacturing footprint and improve productivity as well as management restructuring.
+Added: Corporate segment restructuring charges of $ 1.3 million during the year ended December 31, 2024, were related to management restructuring.
+Added: Americas segment restructuring charges of $ 3.1 million during the year ended December 31, 2023, were related to manufacturing footprint optimization activities.
International segment restructuring charges of $ 4.7 million during the year ended December 31, 2023, were related to ongoing initiatives to drive profitable growth and improve productivity.
Corporate segment restructuring charges of $ 2.1 million during the year ended December 31, 2023, were related to footprint optimization activities and management restructuring.
−Removed: A total of 152 positions were eliminated in 2023.
−Removed: There were 62 positions eliminated in the Americas segment, 75 in the International segment, and 15 in the Corporate segment.
Americas segment restructuring charges of $ 2.3 million during the year ended December 31, 2022, were related to
3 unchanged sentences
realign the organization and adjust our operations in response to current business conditions.
−Removed: A total of 151 positions were eliminated in 2022.
−Removed: There were 24 positions eliminated in the Americas segment, 123 in the International segment, and 4 in the Corporate segment.
−Removed: Americas segment restructuring charges of $ 4.6 million during the year ended December 31, 2021, were primarily related
−Removed: to integration related activities and costs associated with our global Fixed Gas & Flame Detection manufacturing footprint
−Removed: optimization as well as programs to adjust our operations in response to current business conditions.
−Removed: International segment restructuring charges of $ 11.2 million during the year ended December 31, 2021, were primarily related to our initiatives to
−Removed: drive profitable growth and right size our operations.
−Removed: Corporate segment restructuring charges of $ 0.6 million during the year ended December 31, 2021, were primarily related to programs to adjust our operations in response to current business conditions.
−Removed: A total of 143 positions were eliminated in 2021.
−Removed: There were 66 positions eliminated in the Americas segment, 71 in the International segment, and 6 in the Corporate segment.
Activity and reserve balances for restructuring charges by segment were as follows:
32 unchanged sentences
Note 7— Reclassifications Out of Accumulated Other Comprehensive Loss
−Removed: MSA Safety Incorporated Noncontrolling Interests
+Added: MSA Safety Incorporated
(In thousands) 2024 2023 2022
13 unchanged sentences
Balance at beginning of period $ — $ ( 2 ) $ ( 5 )
−Removed: Unrealized gain (loss) on available-for-sale securities (Note 19) 2 3 ( 4 ) — — —
+Added: Unrealized gain on available-for-sale securities (Note 19) — 2 3
Balance at end of period $ — $ — $ ( 2 )
1 unchanged sentence
Balance at beginning of period $ ( 86,597 ) $ ( 108,380 ) $ ( 91,839 )
−Removed: Reclassification from accumulated other comprehensive loss into net income (b)
+Added: Reclassification of currency translation from accumulated other comprehensive loss into net income (b)
( 1,200 ) 101 2,912
−Removed: Acquisition of noncontrolling interests in consolidated subsidiaries — — — — — ( 280 )
Foreign currency translation adjustments ( 42,462 ) 21,682 ( 19,453 )
1 unchanged sentence
(a) Reclassifications out of accumulated other comprehensive loss and into net income are included in the computation of net periodic pension and other post-retirement benefit costs (refer to Note 15—Pensions and Other Post-retirement Benefits).
−Removed: (b) Reclassifications out of accumulated other comprehensive loss and into net income relate primarily to the approval of our plan to close a foreign subsidiary.
+Added: (b) Reclassifications out of accumulated other comprehensive loss and into net income relate primarily to the approval of our plan to close certain foreign subsidiaries.
The reclassifications are included in Currency exchange losses, net, within the Consolidated Statements of Income.
12 unchanged sentences
The maximum number of shares that may be purchased is calculated based on the dollars remaining under the program and the respective month-end closing share price.
−Removed: Under the program, there were no shares repurchased during 2023, 251,408 shares repurchased during 2022 and no shares repurchased during 2021.
−Removed: We do not have any other share repurchase programs.
+Added: Under this and prior stock repurchase programs, there were 166,292 shares repurchased during 2024, no shares repurchased during 2023, and 251,408 shares repurchased during 2022.
There were 22,821,311 and 22,764,179 Treasury shares at December 31, 2024 and 2023, respectively.
12 unchanged sentences
Stock option expense — — 49 —
−Removed: Stock option forfeitures — — ( 9 ) —
Performance stock issued — 55,447 ( 880 ) 880
Performance stock expense — — 15,843 —
−Removed: Employee stock purchase plan — 5,730 772 83
+Added: Performance stock forfeitures — — ( 2,730 ) —
+Added: Employee stock purchase plan shares issued — 7,412 779 112
Treasury shares purchased — ( 31,260 ) — ( 4,021 )
−Removed: Acquisition of noncontrolling interest — — ( 4,751 ) —
+Added: Share repurchase program — ( 251,408 ) — ( 30,373 )
Balances December 31, 2022 62,081,391 ( 22,868,327 ) $ 281,980 $ ( 359,838 )
4 unchanged sentences
Stock option expense — — 11 —
+Added: Stock option forfeitures — — ( 11 ) —
Performance stock issued — 53,407 ( 855 ) 855
1 unchanged sentence
Performance stock forfeitures — — ( 1,585 ) —
−Removed: Employee stock purchase plan — 7,412 779 112
+Added: Employee stock purchase plan shares issued — 7,140 849 114
Treasury shares purchased — ( 28,649 ) — ( 3,961 )
−Removed: Share repurchase program — ( 251,408 ) — ( 30,373 )
Balances December 31, 2023 62,081,391 ( 22,764,179 ) $ 312,324 $ ( 361,684 )
8 unchanged sentences
Performance stock forfeitures — — ( 1,634 ) —
−Removed: Employee stock purchase plan — 7,140 849 114
+Added: Employee stock purchase plan shares issued — 8,871 1,215 148
+Added: Employee stock purchase plan expense — — 186 —
Treasury shares purchased — ( 40,019 ) — ( 7,408 )
+Added: Share repurchase program — ( 166,292 ) — ( 29,932 )
Balances December 31, 2024 62,081,391 ( 22,821,311 ) $ 329,953 $ ( 396,604 )
+Added: (a) Excludes treasury cost related to preferred stock.
Note 9— Segment Information
−Removed: We are organized into four geographical operating segments that are based on management responsibilities:
−Removed: Northern North America, Latin America, Europe, Middle East & Africa, and Asia Pacific.
−Removed: 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:
+Added: The Company is organized into four geographical operating segments that are based on management responsibilities:
+Added: Northern North America;
+Added: Latin America;
+Added: Europe, Middle East & Africa;
+Added: and Asia Pacific.
+Added: The operating segments have been aggregated (based on economic similarities, the nature of their products and solutions, end-user markets and methods of distribution) into three reportable segments:
Americas, International, and Corporate.
3 unchanged sentences
The Company's sales are allocated to each segment based primarily on the country destination of the end-customer.
−Removed: 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.
−Removed: Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains (losses), product liability expense, loss on divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), transaction costs and acquisition-related amortization.
−Removed: Adjusted operating margin is defined as adjusted operating income (loss) divided by segment net sales to external customers.
−Removed: Adjusted EBITDA is defined as adjusted operating income (loss) plus depreciation and amortization.
−Removed: Adjusted EBITDA margin is defined as adjusted EBITDA divided by segment net sales to external customers.
−Removed: The accounting principles applied at the operating segment level in determining operating income (loss) are generally the same as those applied at the consolidated financial statement level.
+Added: The Company adopted ASU No.
+Added: 2023-07 (“ASU 2023-07”), Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures for the year ended December 31, 2024 and applied it retrospectively for all prior periods presented.
+Added: Adjusted operating income (loss) is the measure used by the chief operating decision maker, identified as our President and Chief Executive Officer, to evaluate segment performance and identify opportunities when allocating resources.
+Added: Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains (losses), product liability expense, loss on divestiture of Mine Safety Appliances Company, LLC ("MSA LLC"), net cost for product-related legal matter, transaction costs and acquisition-related amortization.
+Added: The accounting principles applied at the operating segment level in determining the segment measure of profit or loss are the same as those applied at the consolidated financial statement level.
Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation.
2 unchanged sentences
Net sales to external customers $ 1,246,641 $ 561,499 $ — $ — $ 1,808,140
−Removed: Operating income 231,320
−Removed: Restructuring charges (Note 3) 9,892
−Removed: Currency exchange losses, net 17,079
−Removed: Loss on divestiture of MSA LLC (Note 20) 129,211
−Removed: Product liability expense (Note 20) 3
−Removed: Amortization of acquisition-related intangible assets 9,246
−Removed: Transaction costs (b)
+Added: Cost of products sold 618,019 320,502 — —
+Added: Selling, general and administrative 208,753 129,683 50,385 —
+Added: Research and development 39,783 26,743 — —
Adjusted operating income (loss) 380,086 84,571 ( 50,385 ) — 414,272
−Removed: Adjusted operating margin % 29.1 % 16.2 %
−Removed: Depreciation and amortization 36,979 13,705 843 51,527
−Removed: Adjusted EBITDA 396,596 103,404 ( 50,757 ) 449,243
−Removed: Adjusted EBITDA margin % 32.1 % 18.7 %
Noncash items:
+Added: Depreciation and amortization $ 46,289 $ 17,164 $ 880 $ — $ 64,333
Pension (income) expense ( 11,854 ) 3,707 — — ( 8,147 )
2 unchanged sentences
Net sales to external customers $ 1,235,594 $ 552,053 $ — $ — $ 1,787,647
−Removed: Operating income 239,137
−Removed: Restructuring charges (Note 3) 7,965
−Removed: Currency exchange losses, net 10,255
−Removed: Product liability expense (Note 20) 20,590
−Removed: Amortization of acquisition-related intangible assets 9,207
−Removed: Transaction costs (b)
+Added: Cost of products sold 619,948 306,443 ( 128 ) —
+Added: Selling, general and administrative 215,236 128,720 51,724 —
+Added: Research and development 40,793 27,191 4 —
Adjusted operating income (loss) 359,617 89,699 ( 51,600 ) — 397,716
−Removed: Adjusted operating margin % 25.6 % 12.6 %
−Removed: Depreciation and amortization 34,334 12,256 520 — 47,110
−Removed: Adjusted EBITDA 301,726 73,179 ( 37,408 ) — 337,497
−Removed: Adjusted EBITDA margin % 28.9 % 15.1 %
Noncash items:
+Added: Depreciation and amortization $ 44,170 $ 15,760 $ 843 $ — $ 60,773
Pension (income) expense ( 11,873 ) 3,958 — — ( 7,915 )
2 unchanged sentences
Net sales to external customers $ 1,043,238 $ 484,715 $ — $ — $ 1,527,953
−Removed: Operating income 22,780
−Removed: Restructuring charges (Note 3) 16,433
−Removed: Currency exchange losses, net 216
−Removed: Product liability expense (Note 20) 185,264
−Removed: Amortization of acquisition-related intangible assets 8,764
−Removed: Transaction costs (b)
+Added: Cost of products sold 559,773 285,098 44 —
+Added: Selling, general and administrative 181,861 115,894 37,884 —
+Added: Research and development 34,212 22,800 — —
Adjusted operating income (loss) 267,392 60,923 ( 37,928 ) — 290,387
−Removed: Adjusted operating margin % 22.3 % 14.9 %
−Removed: Depreciation and amortization 31,236 13,718 463 — 45,417
−Removed: Adjusted EBITDA 233,732 86,997 ( 34,735 ) — 285,994
−Removed: Adjusted EBITDA margin % 25.7 % 17.7 %
Noncash items:
+Added: Depreciation and amortization $ 41,525 $ 14,272 $ 520 $ — $ 56,317
Pension (income) expense ( 18,368 ) 6,869 — — ( 11,499 )
2 unchanged sentences
(a) Reconciling items consist primarily of intercompany eliminations and items not directly attributable to operating segments.
−Removed: (b) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during acquisitions and divestitures.
−Removed: These costs are included in Selling, general and administrative expense in the Consolidated Statements of Income
+Added: A reconciliation of total Adjusted operating income from reportable segments to Income before income taxes is presented in the following table:
+Added: (In thousands) 2024 2023 2022
+Added: Adjusted operating income $ 414,272 $ 397,716 $ 290,387
+Added: Restructuring charges (Note 4) 6,397 9,892 7,965
+Added: Currency exchange losses, net 3,638 17,079 10,255
+Added: Interest expense 36,889 46,733 21,660
+Added: Other income, net (Note 16) ( 22,718 ) ( 22,101 ) ( 21,056 )
+Added: Amortization of acquisition-related intangible assets 9,174 9,246 9,207
+Added: Transaction costs (a)
+Added: 886 965 3,233
+Added: Net cost for product-related legal matter 5,000 — —
+Added: Loss on divestiture of MSA LLC (Note 20) — 129,211 —
+Added: Product liability expense (Note 20) — 3 20,590
+Added: Income before income taxes $ 375,006 $ 206,688 $ 238,533
+Added: (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred during our evaluation of acquisitions and divestitures.
+Added: These costs are included in Selling, general and administrative expense in the Consolidated Statements of Operations.
Geographic information on Net sales to external customers, based on country of origin:
6 unchanged sentences
United States $ 160,760 $ 156,937 $ 159,345
+Added: United Kingdom 30,274 24,740 25,302
Other 76,914 83,498 67,047
Total $ 267,948 $ 265,175 $ 251,694
−Removed: Total Net sales by product portfolio was as follows:
+Added: Total Net sales by product category was as follows:
2024 Consolidated Americas International
(In thousands) Dollars Percent Dollars Percent Dollars Percent
−Removed: Firefighter Safety (a)
+Added: Fire Service (a)
$ 712,684 39 % $ 507,738 41 % $ 204,946 36 %
6 unchanged sentences
(In thousands) Dollars Percent Dollars Percent Dollars Percent
−Removed: Firefighter Safety (a)
+Added: Fire Service (a)
$ 684,224 38 % $ 501,676 41 % $ 182,548 33 %
6 unchanged sentences
(In thousands) Dollars Percent Dollars Percent Dollars Percent
−Removed: Firefighter Safety (a)
+Added: Fire Service (a)
$ 578,935 38 % $ 416,427 40 % $ 162,508 34 %
4 unchanged sentences
Total $ 1,527,953 100 % $ 1,043,238 100 % $ 484,715 100 %
−Removed: (a) Firefighter Safety includes Breathing Apparatus and Firefighter Helmets and Protective Apparel, and includes sales from the Bristol acquisition from January 25, 2021 onward (International).
−Removed: (b) Detection includes Fixed Gas and Flame Detection and Portable Gas detection, and includes sales from the Bacharach acquisition from July 1, 2021 onward (Americas and International).
+Added: (a) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.
+Added: (b) Detection includes Fixed Gas and Flame Detection and Portable Gas detection.
(c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core.
20 unchanged sentences
Components of income before income taxes
−Removed: income (loss) $ 80,229 $ 170,426 $ ( 59,746 )
income $ 243,129 $ 80,229 $ 170,426
+Added: income 131,877 126,459 68,107
Income before income taxes $ 375,006 $ 206,688 $ 238,533
9 unchanged sentences
Provision for income taxes $ 90,039 $ 148,105 $ 58,903
−Removed: On June 10, 2021 the United Kingdom ("U.K.") Parliament announced royal assent for Bill No.
−Removed: 12, on the Finance Act of 2021.
−Removed: This bill increased the statutory rate from 19% to 25% in April 2023.
−Removed: The Company recorded this impact on its deferred tax balances in the second quarter of 2021.
Reconciliation of the U.S.
2 unchanged sentences
federal income tax rate 21.0 % 21.0 % 21.0 %
−Removed: Divestiture (Note 20) 46.6 % — % — %
State income taxes-U.S.
2.9 % 3.7 % 2.9 %
−Removed: Nondeductible compensation 1.9 % 1.2 % 15.3 %
−Removed: Research and development credit ( 0.8 ) % ( 0.4 ) % ( 5.3 ) %
Taxes on non-U.S.
income 1.1 % ( 0.6 ) % 0.1 %
+Added: Nondeductible compensation 0.5 % 1.9 % 1.2 %
+Added: Divestiture (Note 20) — % 46.6 % — %
+Added: Valuation allowances ( 1.2 ) % ( 0.2 ) % 0.8 %
+Added: Research and development credit ( 0.7 ) % ( 0.8 ) % ( 0.4 ) %
+Added: Employee share-based payments ( 0.2 ) % ( 0.4 ) % ( 0.8 ) %
Taxes on non-U.S.
income - U.S., Canadian & European reorganization ( 0.1 ) % ( 0.5 ) % — %
−Removed: Employee share-based payments ( 0.4 ) % ( 0.8 ) % ( 18.3 ) %
−Removed: Valuation allowances ( 0.2 ) % 0.8 % 7.0 %
Foreign exchange on entity closures ( 0.1 ) % — % 0.3 %
5 unchanged sentences
Capitalized research and development $ 31,030 $ 28,822
+Added: Inventory 9,434 7,281
Net operating losses and tax credit carryforwards 6,715 10,964
Share-based compensation 6,149 5,528
−Removed: Inventory 7,281 —
Accrued expenses and other reserves 5,006 4,566
Reserve for doubtful accounts 1,071 1,562
−Removed: Product liability 655 72,950
Other 2,177 1,944
20 unchanged sentences
The total amount of unrecognized tax benefits, if recognized, would reduce our future effective tax rate.
−Removed: We have recognized tax benefits associated with these liabilities in the amount of $ 0.6 million and $ 2.7 million at December 31, 2023 and 2022, respectively.
+Added: We have no recognized tax benefits associated with these liabilities in 2024 and recognized $ 0.6 million of tax liabilities associated with these liabilities in 2023.
We recognize interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.
−Removed: Our liability for accrued interest and penalties related to uncertain tax positions was $ 0.2 million and $ 1.1 million at December 31, 2023 and 2022, respectively.
+Added: Our liability for accrued interest and penalties related to uncertain tax positions was $ 0.2 million at both December 31, 2024 and 2023.
We are subject to regular review and audit by both foreign and domestic tax authorities.
8 unchanged sentences
The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues above €750.0 million (referred to as Pillar 2), with effective dates beginning in January 2024.
−Removed: While it is uncertain whether the U.S.
−Removed: will enact legislation to adopt Pillar 2, we meet the overall revenue threshold and therefore fall within the scope of Pillar 2.
−Removed: At this time, we do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows.
−Removed: We continue to monitor the potential financial impacts and compliance requirements of Pillar 2.
+Added: We meet the overall revenue threshold and fall within the scope of Pillar 2 and as such, have complied with the requirements of the legislation for the year ended December 31, 2024.
+Added: The application of Pillar 2 resulted in additional tax expense of $ 1.1 million.
Note 12— Stock Plans
The 2023 Management Equity Incentive Plan and its predecessor, the 2016 Management Equity Incentive Plan, provide for various forms of stock-based compensation for eligible employees through May 2033 including stock options, restricted stock awards, restricted stock units and performance stock units.
−Removed: The 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2027.
+Added: The 2024 Non-Employee Directors' Equity Incentive Plan and its predecessor, the 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2034.
Stock options are granted at market prices and expire after ten years .
+Added: The 2014 MSA Employee Stock Purchase Plan (“ESPP”) permits eligible employees to purchase the Company's shares of common stock at a 15 % discount from fair market value, semi-annually, from the stock market.
+Added: The ESPP plan is considered a compensatory plan.
+Added: The discount is recorded as a component of selling, general and administrative expense in the Company's Consolidated Statements of Operations.
+Added: As of December 31, 2024, there were 1,772,153 ;
+Added: and 68,404 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive and employee stock purchase plans.
Stock options are exercisable beginning three years after the grant date.
6 unchanged sentences
Please refer to Note 8—Capital Stock for further information regarding stock compensation share issuance.
−Removed: As of December 31, 2023, there were 1,869,407 and 68,439 shares, respectively, reserved for future grants under the management and non-employee directors’ equity incentive plans.
Stock-based compensation expense was as follows:
3 unchanged sentences
Performance stock units 6,760 21,961 13,113
+Added: Employee stock purchase program 186 — —
Total stock-compensation expense before income taxes 18,185 30,023 19,650
7 unchanged sentences
Exercised ( 103,545 ) 44.91
−Removed: Forfeited ( 210 ) 43.75
Outstanding December 31, 2022 58,156 46.48 58,156
Exercised ( 31,394 ) 46.90
+Added: Forfeited ( 226 ) 49.44
Outstanding December 31, 2023 26,536 45.95 26,536
38 unchanged sentences
Performance adjustments ( 22,147 ) 99.84
+Added: Forfeited ( 18,485 ) 147.66
Unvested at December 31, 2022 178,760 146.28
26 unchanged sentences
2023 Senior Notes payable through 2028, 5.25 %, net of debt issuance costs
+Added: 49,953 49,939
Senior revolving credit facility maturing in 2026, net of debt issuance costs — 59,602
8 unchanged sentences
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 SOFR).
−Removed: The Company has a weighted average revolver interest rate of 6.22 % as of December 31, 2023.
−Removed: At December 31, 2023, $ 838.1 million of the existing $ 900.0 million senior revolving credit facility was unused, including letters of credit issued under the facility.
+Added: At December 31, 2024, we had no borrowings outstanding under our $ 900.0 million senior revolving credit 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.
−Removed: 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.
+Added: On July 1, 2024, the Company entered into Amendment No.
+Added: 3 to the Third Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement (the “Prudential Note Agreement”) with PGIM, Inc.
(“Prudential”).
2 unchanged sentences
Remaining maturities of this note are £ 6.1 million (approximately $ 7.6 million at December 31, 2024) due annually through January 2031.
−Removed: On July 1, 2021, the Company entered into a Second Amended and Restated Master Note Facility (the “NYL Note Facility”) with NYL Investors.
+Added: On July 1, 2024, the Company entered into Amendment No.
+Added: 3 to the 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.
4 unchanged sentences
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.
−Removed: On July 1, 2021, the Company acquired Bacharach in a transaction valued at $ 329.4 million, net of cash acquired.
−Removed: The acquisition was partially financed by $ 200.0 million of 2.69 % Senior Notes from the Prudential Note Agreement and NYL Note Facility.
−Removed: The remaining purchase price was financed under the Revolving Credit Facility.
−Removed: 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.
−Removed: LIBOR reference rates to SOFR reference rates.
−Removed: The Company applied 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.
−Removed: Therefore, these modifications did not require remeasurement at the modification date or a reassessment of previous accounting determinations.
−Removed: As such, the change in reference rates did not have an impact on the Company’s 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.
17 unchanged sentences
Balance at January 1 $ 627,534 $ 620,622
−Removed: Measurement period adjustment — ( 1,041 )
Currency translation ( 6,639 ) 6,912
19 unchanged sentences
Intangible asset amortization expense over the next five years is expected to be approximately $ 17.5 million in 2025, $ 17.1 million in 2026, $ 17.0 million in 2027, $ 16.8 million in 2028, and $ 16.0 million in 2029.
−Removed: Note 14— Acquisitions
−Removed: Acquisition of Bacharach
−Removed: On July 1, 2021, we acquired 100 % of the common stock of Bacharach in an all cash transaction valued at $ 329.4 million, net of cash acquired.
−Removed: Headquartered near Pittsburgh in New Kensington, PA, Bacharach is a leader in gas detection technologies used in the HVAC-R markets.
−Removed: This acquisition expanded MSA’s gas detection portfolio and leverages MSA’s product and manufacturing expertise into new markets.
−Removed: Bacharach's operating results are included in our consolidated financial statements from the acquisition date within the Americas, International and Corporate reportable segments.
−Removed: The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.
−Removed: The following table summarizes the fair values of the Bacharach assets acquired and liabilities assumed at the date of the acquisition:
−Removed: (In millions) July 1, 2021
−Removed: Current assets (including cash of $ 11.7 million)
−Removed: Property, plant and equipment and other noncurrent assets 4.3
−Removed: Customer relationships 123.0
−Removed: Developed technology 20.5
−Removed: Trade name 15.0
−Removed: Goodwill 193.5
−Removed: Total assets acquired 388.4
−Removed: Total liabilities assumed ( 47.3 )
−Removed: Net assets acquired $ 341.1
−Removed: Assets acquired and liabilities assumed in connection with the acquisition were recorded at fair values.
−Removed: Fair values were determined by management, based in part on an independent valuation performed by a third party valuation specialist.
−Removed: The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges;
−Removed: the relief from royalty method for trade name and developed technologies;
−Removed: and the cost method for assembled workforce was included in goodwill.
−Removed: A number of significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes.
−Removed: Cash flow forecasts were generally based on Bacharach pre-acquisition forecasts, coupled with estimated MSA sales synergies.
−Removed: Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.
−Removed: The customer relationships, developed technology and trade name acquired in the Bacharach transaction are being amortized over periods of 21 years, 7 to 9 years and 20 years, respectively.
−Removed: The step up to fair value of acquired inventory as part of the purchase price allocation totaled $ 2.3 million.
−Removed: The amortization of the inventory step up was included in Cost of products sold in the Consolidated Statements of Income for the year ended December 31, 2021.
−Removed: Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
−Removed: Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Bacharach with our operations.
−Removed: Goodwill of $ 193.5 million related to the Bacharach acquisition was recorded, with $ 154.6 million and $ 38.9 million allocated to the Americas reportable segment and International reportable segment, respectively.
−Removed: This Goodwill is non-deductible for tax purposes.
−Removed: Acquisition of Bristol Uniforms and Bell Apparel
−Removed: On January 25, 2021, we acquired 100 % of the common stock of B T Q Limited, including Bristol in an all-cash transaction valued at $ 63.0 million, net of cash acquired.
−Removed: Bristol, which is headquartered in the U.K., is a leading innovator and provider of protective apparel to the fire, rescue services, and utility sectors.
−Removed: The acquisition strengthens MSA's position as a global market leader in fire service personal protective equipment products, which include breathing apparatus, firefighter helmets, thermal imaging cameras, and firefighter protective apparel, while providing an avenue to expand its business in the U.K.
−Removed: and key European markets.
−Removed: Bristol is also a leading manufacturer of flame-retardant, waterproof, and other protective work wear for the utility industry.
−Removed: Marketed under the Bell Apparel brand, this line complements MSA's existing and broad range of offerings for the global utility market.
−Removed: Bristol's operating results are included in our consolidated financial statements from the acquisition date as part of the International reportable segment.
−Removed: The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting.
−Removed: The following table summarizes the fair values of the Bristol assets acquired and liabilities assumed at the date of the acquisition:
−Removed: (In millions) January 25, 2021
−Removed: Current assets (including cash of $ 13.3 million)
−Removed: Net investment in sales-type leases, noncurrent 29.0
−Removed: Property, plant and equipment and other noncurrent assets 12.0
−Removed: Customer relationships 4.5
−Removed: Trade name and other intangible assets 1.4
−Removed: Total assets acquired 88.9
−Removed: Total liabilities assumed ( 12.6 )
−Removed: Net assets acquired $ 76.3
−Removed: Assets acquired and liabilities assumed in connection with the acquisition were recorded at fair values.
−Removed: Fair values were determined by management, based in part on an independent valuation performed by a third party valuation specialist.
−Removed: The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships using customer inputs and contributory charges;
−Removed: the relief from royalty method for trade name;
−Removed: and the cost method for assembled workforce which is included in goodwill.
−Removed: A number of significant assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates, capital spending, discount rates, attrition rates and working capital changes.
−Removed: Cash flow forecasts were generally based on Bristol pre-acquisition forecasts, coupled with estimated MSA sales synergies.
−Removed: Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives.
−Removed: The customer relationships and trade name acquired in the Bristol transaction will be amortized over a period of 15 years.
−Removed: The step up to fair value of acquired inventory as part of the purchase price allocation totaled $ 1.5 million.
−Removed: The amortization of the inventory step up was included in Cost of products sold in the Consolidated Statements of Income for the year ended December 31, 2021.
−Removed: Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
−Removed: Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Bristol with our operations.
−Removed: Goodwill of $ 4.9 million related to the Bristol acquisition has been recorded in the International reportable segment and is non-deductible for tax purposes.
−Removed: The operating results of the Bristol and Bacharach acquisitions have been included in our consolidated financial statements from their respective acquisition dates.
−Removed: Our results for the year ended December 31, 2021, include combined net sales and net loss of $ 67.2 million and $ 6.3 million, respectively.
−Removed: The following unaudited pro forma information presents our combined results as if the Bristol and Bacharach acquisitions had occurred at the beginning of 2021.
−Removed: The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition;
−Removed: (2) factually supportable;
−Removed: and (3) expected to have a continuing impact on the combined company's results.
−Removed: There were no material transactions between MSA and Bristol or Bacharach during the periods presented that are required to be eliminated.
−Removed: The unaudited pro forma combined financial information does not reflect cost savings, operating synergies or revenue enhancements that the combined companies may achieve or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.
−Removed: Pro forma combined financial information (Unaudited)
−Removed: Year Ended December 31,
−Removed: (In millions, except per share amounts) 2021
−Removed: Net sales $ 1,437.9
−Removed: Net income 10.2
−Removed: Basic earnings per share 0.26
−Removed: Diluted earnings per share 0.26
−Removed: The unaudited pro forma combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented, and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition.
−Removed: In addition, the unaudited pro forma combined financial information is not intended to project the future results of the combined company.
−Removed: The unaudited pro forma combined financial information was prepared using the acquisition method of accounting under existing U.S.
−Removed: MSA has been treated as the acquirer.
−Removed: Total transaction costs were $ 1.0 million, $ 3.2 million and $ 7.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: Transaction costs are included in Selling, general and administrative expenses in the Consolidated Statements of Income.
−Removed: Acquisition of Noncontrolling Interest
−Removed: During July 2021, the Company purchased the remaining 10 % noncontrolling interest in MSA (China) Safety Equipment Co., Ltd.
−Removed: from our partner in China for $ 19.0 million, inclusive of a $ 5.6 million distribution.
Note 15— Pensions and Other Post-retirement Benefits
2 unchanged sentences
plan is funded in compliance with the Employee Retirement Income Security Act ("ERISA").
−Removed: It is our general policy to fund current costs for the international plans, except in Germany and Mexico, where it is common practice and permissible under tax laws to maintain an unfunded liability.
+Added: It is our general policy to fund current costs for the international plans according to local requirements and general market practice.
We provide health care benefits and limited life insurance for certain retired employees who are covered by our principal U.S.
9 unchanged sentences
Plan amendments ( 20 ) ( 194 ) — —
−Removed: Actuarial gains (a)
+Added: Actuarial (losses) gains (a)
( 27,259 ) 23,750 1,696 ( 326 )
29 unchanged sentences
Accumulated Benefit Obligations for all Defined Benefit Plans $ 442,734 $ 487,167 $ — $ —
−Removed: (a) Actuarial gains for both periods relate primarily to the increase/decrease in discount rates used in measuring plan obligations as of December 31, 2023 and 2022, respectively.
+Added: (a) Actuarial (losses) gains for both periods relate primarily to the increase/decrease in discount rates used in measuring plan obligations as of December 31, 2024, and 2023, respectively.
Pension Benefits Other Benefits
6 unchanged sentences
Recognized net actuarial losses 1,103 186 11,704 460 550 1,242
−Removed: Settlement/curtailment loss (gain) 15 ( 354 ) ( 2,234 ) (b)
+Added: Settlement/curtailment loss (gain) 919 15 ( 354 ) — — —
Net periodic benefit (income) cost (a)
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(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 Consolidated Statements of Income.
−Removed: (b) Relates primarily to the conversion of our Netherlands pension plan into a defined contribution plan and is included in "Restructuring charges" in the Consolidated Statements of Income.
The Company utilizes a spot rate approach, which discounts the individual plan specific expected cash flows underlying the service and interest cost using the applicable spot rates derived from a yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
41 unchanged sentences
The fair values of the Company's pension plan assets are determined using NAV as a practical expedient, or by information categorized in the fair value hierarchy level based on the inputs used to determine fair value, as further discussed in Note 19—Fair Value Measurements.
−Removed: The fair values at December 31, 2023, were as follows:
+Added: The fair values of the Company's pension plan assets at December 31, 2024, were as follows:
(In thousands) Total NAV Quoted Prices
53 unchanged sentences
Total (before tax effects) $ ( 388 )
−Removed: We expect to make net contributions of $ 5 million to our pension plans in 2024, which are primarily associated with statutorily required plans in the International reporting segment.
+Added: We expect to make net contributions between $ 6 million and $ 8 million to our pension plans in 2025, which are primarily associated with statutorily required plans in the International reporting segment.
For the 2024 beginning of the year measurement purposes (net periodic benefit expense), a 6.7 % increase in the costs of covered health care benefits was assumed, decreasing by 0.2 % for each successive year to 4.4 % in 2033 and thereafter.
11 unchanged sentences
Total other income, net $ 22,718 $ 22,101 $ 21,056
−Removed: During the years ended December 31, 2023, 2022 and 2021, we recognized $ 8.2 million, $ 4.2 million and $ 3.3 million of other income, respectively, related to interest earned on cash balances, short-term investments and notes receivable from insurance companies.
+Added: During the years ended December 31, 2024, and 2023, we recognized $ 7.0 million and $ 8.2 million of other income, respectively, related to interest earned on cash balances.
+Added: During the year ended December 31, 2022, we recognized $ 4.2 million of other income related to interest earned on cash balances, short-term investments and notes receivable from insurance companies.
The short-term investments and notes receivables from insurance companies were divested as of January 5, 2023.
−Removed: Please refer to Note 20—Contingencies for further discussion on the Company's notes receivables from insurance companies.
Note 17— Leases
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The valuation methodologies we used to measure financial assets and liabilities were limited to the pension plan assets and the derivative financial instruments described in Note 15—Pensions and Other Post-retirement Benefits and Note 18—Derivative Financial Instruments, respectively.
+Added: Valuations of these financial assets and liabilities may reflect assumptions about financial markets which may change based on economic conditions.
See Note 15 for the fair value hierarchy classification of pension plan assets.
1 unchanged sentence
Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy.
−Removed: With the exception of our investments in marketable securities and fixed rate long-term debt both as disclosed below, we believe that the reported carrying amounts of our remaining financial assets and liabilities approximate their fair values.
−Removed: Our investments in available-for-sale marketable securities, primarily fixed income, were owed by our now-divested subsidiary MSA LLC and were part of our MSA LLC divestiture as described in Note 20—Contingencies.
−Removed: Prior to the divestiture, these investments were valued at fair value using quoted market prices for similar securities or pricing models.
−Removed: Accordingly, the fair values of the investments were classified within Level 2 of the fair value hierarchy.
−Removed: The amortized cost basis of our investments was $ 9.9 million as of December 31, 2022.
−Removed: The fair value of our investments was $ 9.9 million as of December 31, 2022, which was reported in Investments, short-term in the accompanying Consolidated Balance Sheets.
−Removed: Prior to the divestiture, changes in fair value were recorded in Other comprehensive income (loss), net of tax.
−Removed: No impairment losses relating to these securities occurred during the year ended December 31, 2023.
+Added: With the exception of our fixed rate long-term debt, we believe that the reported carrying amounts of our remaining financial assets and liabilities approximate their fair values.
The reported carrying amount of fixed rate long-term debt, including the current portion of long-term debt, was $ 303.5 million and $ 312.2 million at December 31, 2024, and 2023, respectively.
4 unchanged sentences
The Company and its subsidiaries face an inherent business risk of exposure to product liability 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.
−Removed: 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.
−Removed: Management has established reserves for the single incident product liability claims of its various subsidiaries, including, asserted single incident product liability claims and incurred but not reported ("IBNR") single incident claims.
+Added: 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.
−Removed: The reserve for single incident product liability claims was $ 1.3 million and $ 1.4 million at December 31, 2023 and December 31, 2022, respectively.
−Removed: Single incident product liability expense was nominal for the three years ended December 31, 2023, 2022 and 2021.
−Removed: Single incident product liability exposures are evaluated on an annual basis, or more frequently if changing circumstances warrant.
−Removed: Adjustments are made to the reserve as appropriate.
−Removed: The reserve has not been discounted to present value and does not include future amounts which will be spent to defend the claims.
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.
−Removed: A former subsidiary of the Company, MSA LLC, which was divested as described below, has been named as a defendant in various lawsuits related to such claims.
+Added: A former subsidiary of the Company, Mine Safety Appliances Company, LLC ("MSA LLC"), which was divested as described below, has been 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.
−Removed: Management previously established a reserve for MSA LLC's potential exposure to cumulative trauma product liability claims.
−Removed: 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.
−Removed: The reserve included estimated amounts related to asserted and IBNR asbestos, silica, and coal dust claims expected to be resolved through the year 2075.
−Removed: The reserve was not discounted to present value and did not include future amounts which will be spent to defend the claims.
−Removed: Defense costs were recognized in the Consolidated Statements of Income as incurred.
−Removed: 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, was recorded in the Product liability and other noncurrent liabilities line.
−Removed: 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.
−Removed: See further discussion on the process and assumptions used to derive this estimate in Note 20—
−Removed: Contingencies of the consolidated financial statements in Part II Item 8 of MSA's Form 10-K for the year ended December 31,
−Removed: On January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with Sag Main Holdings, LLC (the “Buyer”).
−Removed: The Buyer is a joint venture between R&Q Insurance Holdings Ltd.
−Removed: (“R&Q”) and Obra Capital, Inc.
−Removed: 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”).
−Removed: 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.
−Removed: As MSA LLC was the obligor for the claims to which the Company's legacy cumulative trauma product liability reserves and the policyholder of the related insurance assets, the rights and obligations related to these items remained with MSA LLC when it transferred to the Buyer's ownership pursuant to the Purchase Agreement.
−Removed: 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.
+Added: On January 5, 2023, the Company entered into a membership interest purchase agreement (the “Purchase Agreement”) with a joint venture between R&Q Insurance Holdings Ltd.
+Added: and Obra Capital, Inc.
+Added: (the "Purchaser").
+Added: Under the Purchase Agreement, on January 5, 2023, the Company transferred to the Purchaser all of the issued and outstanding limited liability company interests of MSA LLC (the “Sale”).
+Added: In connection with the closing, the Company contributed $ 341.2 million in cash and cash equivalents, while the Purchaser contributed an additional $ 35.0 million.
+Added: As MSA LLC was the obligor for the claims to which the Company's legacy cumulative trauma product liability reserves relate and the policyholder of the related insurance assets, the rights and obligations related to these items remained with MSA LLC when it transferred to the Purchaser's ownership pursuant to the Purchase Agreement.
+Added: In addition, pursuant to the Purchase Agreement, the Purchaser 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.
−Removed: Following the completion of the sale and the transfer of MSA LLC to the Buyer, the Company no longer has any obligation with respect to pending and future cumulative trauma product liability claims relating to these matters.
+Added: Following the completion of the transaction, 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.
−Removed: R&Q and Obra's joint venture has assumed management of the divested subsidiary, including the management of its claims and associated assets.
+Added: The Purchaser assumed management of the divested subsidiary, including the management of its claims and associated assets.
Below is a summary of the impact of the divestiture of MSA LLC on our Consolidated Statements of Income for the year ended December 31, 2023:
13 unchanged sentences
(a) Related to the write-off of deferred tax asset related to product liability reserve
−Removed: Insurance Receivable and Notes Receivable, Insurance Companies
−Removed: 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").
−Removed: 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.
−Removed: 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 Consolidated Balance Sheets and $ 110.3 million was reported in Insurance receivables and other noncurrent assets.
−Removed: A summary of insurance receivables balance and activity related to cumulative trauma product liability losses and divestiture of MSA LLC is as follows:
−Removed: (In millions) 2023 2022
−Removed: Balance beginning of period $ 127.6 $ 130.2
−Removed: Divestiture of MSA LLC ( 127.6 ) —
−Removed: Additions — 1.8
−Removed: Collections — ( 4.4 )
−Removed: Balance end of period $ — $ 127.6
−Removed: 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 Consolidated Balance Sheets and $ 38.7 million was reported in Notes receivable, insurance companies, noncurrent.
−Removed: A summary of notes receivables from insurance companies balance is as follows:
−Removed: (In millions) 2023 2022
−Removed: Balance beginning of period $ 44.6 $ 48.5
−Removed: Divestiture of MSA LLC ( 44.6 ) —
−Removed: Additions — 1.2
−Removed: Collections — ( 5.1 )
−Removed: Balance end of period $ — $ 44.6
Other Litigation
7 unchanged sentences
Globe is also pursuing insurance coverage and indemnification related to the lawsuits.
−Removed: As of February 7, 2024, Globe was named as a defendant in approximately 467 lawsuits comprised of about 10,578 claims, plus one action filed on behalf of a putative class of Florida firefighters and certain of their dependents.
+Added: As of February 4, 2025, Globe was named as a defendant in approximately 663 lawsuits comprised of about 8,801 claims, predominantly styled as individual personal injury claims and including two putative class actions.
Certain of these lawsuits include MSA Safety Inc.
or other Globe affiliates as defendants.
−Removed: MSA LLC is also a defendant in a number of PFAS lawsuits and the Buyer assumed responsibility for these and any similar future claims specific to MSA LLC in connection with the divestiture on January 5, 2023.
+Added: MSA LLC is also a defendant in a number of PFAS lawsuits predominantly relating to Aqueous Film-Forming Foam.
+Added: The Purchaser assumed responsibility for these and any similar future claims specific to MSA LLC, including such claims that have been or may be brought against MSA Safety Inc.
+Added: or its subsidiaries, under the terms of the Purchase Agreement governing the Company's January 5, 2023, divestiture of MSA LLC.
+Added: Further information about the transaction can be found in the Company’s Current Report on Form 8-K filed on January 6, 2023.
Product Warranty
8 unchanged sentences
Warranty payments ( 11,802 ) ( 9,794 ) ( 10,631 )
−Removed: Warranty claims 8,899 14,544 10,225
−Removed: Provision for product warranties and other adjustments ( 47 ) ( 1,106 ) ( 243 )
+Added: Warranty claims, current 10,684 9,128 14,274
+Added: Warranty claims, preexisting 765 ( 614 ) 504
+Added: Currency translation and other adjustments ( 211 ) 338 ( 1,340 )
Ending warranty reserve $ 13,724 $ 14,288 $ 15,230
4 unchanged sentences
Gross profit 195,531 223,029 207,456 234,429 860,445
−Removed: Net (loss) income attributable to MSA Safety Incorporated ( 150,173 ) 67,090 65,256 76,410 58,583
−Removed: (Loss) earnings per share (1)
+Added: Net income 58,139 72,234 66,648 87,946 284,967
+Added: Earnings per share (1)
Basic $ 1.48 $ 1.83 $ 1.69 $ 2.23 $ 7.24
3 unchanged sentences
Gross profit 181,398 213,796 218,761 238,183 852,138
−Removed: Net income attributable to MSA Safety Incorporated 35,542 47,693 44,906 51,489 179,630
+Added: Net (loss) income ( 150,173 ) 67,090 65,256 76,410 58,583
Earnings per share (1)
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.