8-K
MSA Safety Inc (MSA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2021
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-15579 | 46-4914539 | ||||
|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | 1000 Cranberry Woods Drive | |||
| --- | --- | --- | ||||
| Cranberry Township, | Pennsylvania | 16066-5207 | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 724-776-8600
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | MSA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition |
|---|
On October 27, 2021, the Company issued a press release announcing its financial results for the quarter ended September 30, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
99.1 MSA Safety Incorporated Press Release dated October 27, 2021, announcing financial results for the quarter ended September 30, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MSA SAFETY INCORPORATED | |
|---|---|
| (Registrant) | |
| By | /s/ Kenneth D. Krause |
| Kenneth D. Krause | |
| Sr. Vice President, Chief Financial Officer and Treasurer |
October 27, 2021
EXHIBIT INDEX
Exhibit No. Description
Document
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
FROM: MSA Safety Incorporated
Ticker: MSA (NYSE)
Media Relations Contact: Mark Deasy (412) 559 - 8154
Investor Relations Contact: Chris Hepler (412) 225 - 3717
MSA Safety Announces Third Quarter Results
Revenue growth driven by strength in core products and strategic acquisitions
PITTSBURGH, October 27, 2021 - Global safety equipment manufacturer MSA Safety Incorporated (NYSE: MSA) today reported results for the third quarter of 2021.
Quarterly Highlights
•Total revenue was $340 million, increasing 12 percent from a year ago on a reported basis and 3 percent on an organic constant currency basis. Core product revenue was up 19 percent on a reported basis and 9 percent on an organic constant currency basis.
•GAAP operating income was $29 million or 8.5 percent of sales, compared to $41 million or 13.5 percent of sales in the same period a year ago. Adjusted operating income was $51 million or 15.0 percent of sales, compared to $54 million or 17.6 percent of sales in the same period a year ago.
•GAAP earnings were $19 million or $0.48 per diluted share, compared to $28 million or $0.71 per diluted share in the same period a year ago. Adjusted earnings were $37 million or $0.94 per diluted share, consistent with the same period a year ago.
•Operating cash flow was $46 million, compared to $27 million in the same period a year ago. The increase was driven by strong working capital management. In the third quarter, MSA completed the acquisition of Bacharach, Inc. and funded $17 million of dividends to shareholders.
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Comments from Management
“MSA delivered double-digit growth in quarterly revenue and cash flow while broadening our reach in the safety market and launching ground-breaking safety solutions for our customers,” said Nish Vartanian, MSA Chairman, President and CEO. "Order pace strengthened through the third quarter and demand is intact. At the same time, inflationary pressures and supply chain constraints have intensified, which is creating a very dynamic cost environment and driving backlog higher. Our book-to-bill ratio was in excess of 1x and backlog is trending at record levels," he said.
MSA completed its acquisition of Bacharach on July 1, 2021, a move that expands MSA’s addressable market in the gas detection vertical. "Bacharach is a leader in monitoring and managing the usage of refrigerants, which present risks to the environment, to workers, and to our customers' cost of doing business. The acquisition provides MSA with another avenue to help customers achieve their safety and sustainability goals, while also improving productivity,” Mr. Vartanian said. He noted that integration activities are on track and Bacharach's order pace was up strongly in the quarter.
"In addition to completing strategic acquisitions, we continue to invest in R&D programs to bring advanced safety technologies to market. We recently unveiled the ALTAIR io™ 4 Gas Detection wearable device, which is a fully connected safety solution,” he said. The gas detector works in concert with the company's new MSA+™ safety subscription offering to simplify safety through actionable data. “Our new connected services platform is a hardware/software combination that simplifies safety and increases productivity for our customers,” Mr. Vartanian said.
"The strategic acquisitions we've made in 2021 and our innovative pipeline of new products and services position us well for the future. While we expect ongoing supply challenges to persist for the foreseeable future, I remain very confident in our ability to strengthen our market positions and advance our mission of safety as business conditions continue to improve,” he concluded.
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MSA Safety Incorporated
Condensed Consolidated Statement of Income (Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Net sales | $ | 340,197 | $ | 304,392 | $ | 989,915 | $ | 959,975 |
| Cost of products sold | 194,199 | 172,160 | 556,263 | 528,799 | ||||
| Gross profit | 145,998 | 132,232 | 433,652 | 431,176 | ||||
| Selling, general and administrative | 87,450 | 64,793 | 246,339 | 214,066 | ||||
| Research and development | 14,946 | 13,851 | 42,149 | 41,723 | ||||
| Restructuring charges | 3,853 | 7,603 | 12,239 | 18,475 | ||||
| Currency exchange losses (gains), net | 100 | 2,759 | (359) | 3,821 | ||||
| Product liability expense | 10,688 | 2,077 | 25,235 | 4,878 | ||||
| Operating income | 28,961 | 41,149 | 108,049 | 148,213 | ||||
| Interest expense | 3,764 | 2,305 | 7,847 | 7,907 | ||||
| Other income, net | (2,266) | (1,117) | (8,773) | (4,376) | ||||
| Total other expense (income), net | 1,498 | 1,188 | (926) | 3,531 | ||||
| Income before income taxes | 27,463 | 39,961 | 108,975 | 144,682 | ||||
| Provision for income taxes | 8,640 | 11,727 | 28,165 | 36,251 | ||||
| Net income | 18,823 | 28,234 | 80,810 | 108,431 | ||||
| Net income attributable to noncontrolling interests | — | (200) | (448) | (668) | ||||
| Net income attributable to MSA Safety Incorporated | $ | 18,823 | $ | 28,034 | $ | 80,362 | $ | 107,763 |
| Earnings per share attributable to MSA Safety Incorporated common shareholders: | ||||||||
| Basic | $ | 0.48 | $ | 0.72 | $ | 2.05 | $ | 2.77 |
| Diluted | $ | 0.48 | $ | 0.71 | $ | 2.04 | $ | 2.74 |
| Basic shares outstanding | 39,194 | 38,906 | 39,152 | 38,853 | ||||
| Diluted shares outstanding | 39,430 | 39,260 | 39,424 | 39,269 |
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MSA Safety Incorporated
Condensed Consolidated Balance Sheet (Unaudited)
(In thousands)
| September 30, 2021 | December 31, 2020 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 117,302 | $ | 160,672 |
| Trade receivables, net | 219,481 | 252,283 | ||
| Inventories | 249,449 | 197,819 | ||
| Notes receivable, insurance companies | 3,884 | 3,796 | ||
| Other current assets | 135,263 | 139,708 | ||
| Total current assets | 725,379 | 754,278 | ||
| Property, net | 204,410 | 189,620 | ||
| Prepaid pension cost | 108,842 | 97,545 | ||
| Operating lease assets, net | 50,731 | 53,451 | ||
| Goodwill | 636,113 | 443,272 | ||
| Notes receivable, insurance companies, noncurrent | 44,330 | 48,540 | ||
| Insurance receivable, noncurrent | 94,950 | 85,077 | ||
| Other noncurrent assets | 394,697 | 200,701 | ||
| Total assets | $ | 2,259,452 | $ | 1,872,484 |
| Liabilities and shareholders' equity | ||||
| Notes payable and current portion of long-term debt, net | $ | 20,000 | $ | 20,000 |
| Accounts payable | 92,634 | 86,854 | ||
| Other current liabilities | 224,187 | 203,691 | ||
| Total current liabilities | 336,821 | 310,545 | ||
| Long-term debt, net | 592,742 | 287,157 | ||
| Pensions and other employee benefits | 199,486 | 208,068 | ||
| Noncurrent operating lease liabilities | 40,854 | 44,639 | ||
| Deferred tax liabilities | 49,898 | 10,916 | ||
| Product liability and other noncurrent liabilities | 215,474 | 201,268 | ||
| Total shareholders' equity | 824,177 | 809,891 | ||
| Total liabilities and shareholders' equity | $ | 2,259,452 | $ | 1,872,484 |
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MSA Safety Incorporated
Condensed Consolidated Statement of Cash Flows (Unaudited)
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Net income | $ | 18,823 | $ | 28,234 | $ | 80,810 | $ | 108,431 |
| Depreciation and amortization | 14,182 | 9,856 | 36,270 | 29,284 | ||||
| Change in working capital and other operating | 13,224 | (10,953) | 13,063 | (27,560) | ||||
| Cash flow from operating activities | 46,229 | 27,137 | 130,143 | 110,155 | ||||
| Capital expenditures | (10,675) | (12,864) | (30,963) | (32,698) | ||||
| Acquisition, net of cash acquired | (329,445) | — | (392,437) | — | ||||
| Change in short-term investments | 1,017 | (9,935) | 26,062 | (19,337) | ||||
| Property disposals and other investing | (5,309) | 251 | (5,249) | 334 | ||||
| Cash flow used in investing activities | (344,412) | (22,548) | (402,587) | (51,701) | ||||
| Change in debt | 281,855 | 4,000 | 308,859 | (5,000) | ||||
| Cash dividends paid | (17,255) | (16,771) | (51,322) | (49,811) | ||||
| Other financing | (19,715) | 2,792 | (24,107) | (21,332) | ||||
| Cash flow from (used in) financing activities | 244,885 | (9,979) | 233,430 | (76,143) | ||||
| Effect of exchange rate changes on cash, <br>cash equivalents and restricted cash | (3,270) | 1,986 | (4,177) | (1,668) | ||||
| Decrease in cash, cash equivalents and restricted cash | $ | (56,568) | $ | (3,404) | $ | (43,191) | $ | (19,357) |
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MSA Safety Incorporated
Segment Information (Unaudited)
(In thousands, except percentage amounts)
| Americas | International | Corporate | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2021 | |||||||||||
| Sales to external customers | $ | 229,076 | $ | 111,121 | $ | — | $ | 340,197 | |||
| Operating income | 28,961 | ||||||||||
| Operating margin % | 8.5 | % | |||||||||
| Restructuring charges | 3,853 | ||||||||||
| Currency exchange losses, net | 100 | ||||||||||
| Product liability expense | 10,688 | ||||||||||
| Acquisition related costs | 7,351 | ||||||||||
| Adjusted operating income (loss) | 44,364 | 12,599 | (6,010) | 50,953 | |||||||
| Adjusted operating margin % | 19.4 | % | 11.3 | % | 15.0 | % | |||||
| Depreciation and amortization (a) | 11,823 | ||||||||||
| Adjusted EBITDA | 52,514 | 16,142 | (5,880) | 62,776 | |||||||
| Adjusted EBITDA % | 22.9 | % | 14.5 | % | 18.5 | % | |||||
| Three Months Ended September 30, 2020 | |||||||||||
| Sales to external customers | $ | 194,303 | $ | 110,089 | $ | — | $ | 304,392 | |||
| Operating income | 41,149 | ||||||||||
| Operating margin % | 13.5 | % | |||||||||
| Restructuring charges | 7,603 | ||||||||||
| Currency exchange losses, net | 2,759 | ||||||||||
| Product liability expense | 2,077 | ||||||||||
| Acquisition related costs | 41 | ||||||||||
| Adjusted operating income (loss) | 40,898 | 15,658 | (2,927) | 53,629 | |||||||
| Adjusted operating margin % | 21.0 | % | 14.2 | % | 17.6 | % | |||||
| Depreciation and amortization (a) | 9,856 | ||||||||||
| Adjusted EBITDA | 47,465 | 18,848 | (2,828) | 63,485 | |||||||
| Adjusted EBITDA % | 24.4 | % | 17.1 | % | 20.9 | % |
(a) Excludes acquisition related amortization, which is included in acquisition related costs above.
The Americas segment is comprised of our operations in North America and Latin America geographies. The International segment is comprised of our operations in all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived.
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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. As such, management believes that adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin are useful metrics for investors. Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains / losses, product liability expense, acquisition related costs, including acquisition related amortization. Adjusted operating margin is defined as adjusted operating income (loss) divided by segment sales to external customers. Adjusted EBITDA is defined as adjusted operating income (loss) plus depreciation and amortization and adjusted EBITDA margin is defined as adjusted EBITDA divided by segment sales to external customers. Adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin are not recognized terms under GAAP and therefore do not purport to be alternatives to operating income or operating margin as a measure of operating performance. The Company's definition of adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. As such, management believes that it is appropriate to consider operating income determined on a GAAP basis in addition to these non-GAAP measures.
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| Americas | International | Corporate | Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nine Months Ended September 30, 2021 | |||||||||||
| Sales to external customers | $ | 655,123 | $ | 334,792 | $ | — | $ | 989,915 | |||
| Operating income | 108,049 | ||||||||||
| Operating margin % | 10.9 | % | |||||||||
| Restructuring charges | 12,239 | ||||||||||
| Currency exchange gains, net | (359) | ||||||||||
| Product liability expense | 25,235 | ||||||||||
| Acquisition related costs | 11,891 | ||||||||||
| Adjusted operating income (loss) | 138,778 | 41,794 | (23,517) | 157,055 | |||||||
| Adjusted operating margin % | 21.2 | % | 12.5 | % | 15.9 | % | |||||
| Depreciation and amortization (a) | 33,716 | ||||||||||
| Adjusted EBITDA | 161,861 | 52,095 | (23,185) | 190,771 | |||||||
| Adjusted EBITDA % | 24.7 | % | 15.6 | % | 19.3 | % | |||||
| Nine Months Ended September 30, 2020 | |||||||||||
| Sales to external customers | $ | 629,787 | $ | 330,188 | $ | — | $ | 959,975 | |||
| Operating income | 148,213 | ||||||||||
| Operating margin % | 15.4 | % | |||||||||
| Restructuring charges | 18,475 | ||||||||||
| Currency exchange losses, net | 3,821 | ||||||||||
| Product liability expense | 4,878 | ||||||||||
| Acquisition related costs | 202 | ||||||||||
| COVID-19 related costs | 757 | ||||||||||
| Adjusted operating income (loss) | 149,708 | 45,719 | (19,081) | 176,346 | |||||||
| Adjusted operating margin % | 23.8 | % | 13.8 | % | 18.4 | % | |||||
| Depreciation and amortization (a) | 29,284 | ||||||||||
| Adjusted EBITDA | 169,343 | 55,075 | (18,788) | 205,630 | |||||||
| Adjusted EBITDA % | 26.9 | % | 16.7 | % | 21.4 | % |
(a) Excludes acquisition related amortization, which is included in acquisition related costs above.
The Americas segment is comprised of our operations in North America and Latin America geographies. The International segment is comprised of our operations in all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived.
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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. As such, management believes that adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin are useful metrics for investors. Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains / losses, product liability expense, acquisition related costs, including acquisition related amortization, and COVID-19 related costs. Adjusted operating margin is defined as adjusted operating income (loss) divided by segment sales to external customers. Adjusted EBITDA is defined as adjusted operating income (loss) plus depreciation and amortization and adjusted EBITDA margin is defined as adjusted EBITDA divided by segment sales to external customers. Adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin are not recognized terms under GAAP and therefore do not purport to be alternatives to operating income or operating margin as a measure of operating performance. The Company's definition of adjusted operating income (loss), adjusted operating margin, adjusted EBITDA and adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. As such, management believes that it is appropriate to consider operating income determined on a GAAP basis in addition to these non-GAAP measures.
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MSA Safety Incorporated
Reconciliation of As Reported Financial Measures to Non-GAAP Financial Measures
Constant currency revenue growth (Unaudited)
Consolidated
| Three Months Ended September 30, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Breathing Apparatus | Firefighter Helmets and Protective Apparel* | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | 13 | % | 27 | % | 25 | % | 28 | % | 14 | % | 15 | % | 19 | % | (28) | % | 12 | % |
| Plus: Currency translation effects | — | % | (2) | % | (1) | % | (1) | % | (1) | % | (3) | % | (1) | % | (1) | % | (1) | % |
| Constant currency sales change | 13 | % | 25 | % | 24 | % | 27 | % | 13 | % | 12 | % | 18 | % | (29) | % | 11 | % |
| Less: <br>Acquisitions | — | % | 21 | % | — | % | — | % | 22 | % | — | % | 9 | % | — | % | 8 | % |
| Organic constant currency sales change | 13 | % | 4 | % | 24 | % | 27 | % | (9) | % | 12 | % | 9 | % | (29) | % | 3 | % |
| Nine Months Ended September 30, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Breathing Apparatus | Firefighter Helmets and Protective Apparel* | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | 1 | % | 22 | % | 13 | % | 16 | % | — | % | 15 | % | 9 | % | (27) | % | 3 | % |
| Plus: Currency translation effects | (2) | % | (3) | % | (1) | % | (3) | % | (2) | % | (3) | % | (3) | % | (2) | % | (2) | % |
| Constant currency sales change | (1) | % | 19 | % | 12 | % | 13 | % | (2) | % | 12 | % | 6 | % | (29) | % | 1 | % |
| Less: <br>Acquisitions | — | % | 16 | % | — | % | — | % | 8 | % | — | % | 4 | % | — | % | 4 | % |
| Organic constant currency sales change | (1) | % | 3 | % | 12 | % | 13 | % | (10) | % | 12 | % | 2 | % | (29) | % | (3) | % |
*Firefighter Helmets and Protective Apparel and Fixed Gas and Flame Detection include the impact of the Bristol and Bacharach acquisitions completed on January 25, 2021 and July 1, 2021, respectively.
Organic constant currency sales change is a non-GAAP financial measure provided by the Company to give a better understanding of the Company's underlying business performance. Organic constant currency sales change is calculated by deducting the percentage impact from acquisitions and currency translation effects from the overall percentage change in net sales.
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MSA Safety Incorporated
Reconciliation of As Reported Financial Measures to Non-GAAP Financial Measures
Constant currency revenue growth (Unaudited)
Americas Segment
| Three Months Ended September 30, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Breathing Apparatus | Firefighter Helmets and Protective Apparel | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | 19 | % | 3 | % | 35 | % | 39 | % | 36 | % | 35 | % | 26 | % | (30) | % | 18 | % |
| Plus: Currency translation effects | (1) | % | — | % | (1) | % | (1) | % | (1) | % | (1) | % | (1) | % | (1) | % | (1) | % |
| Constant currency sales change | 18 | % | 3 | % | 34 | % | 38 | % | 35 | % | 34 | % | 25 | % | (31) | % | 17 | % |
| Less: <br>Acquisitions | — | % | — | % | — | % | — | % | 35 | % | — | % | 8 | % | — | % | 7 | % |
| Organic constant currency sales change | 18 | % | 3 | % | 34 | % | 38 | % | — | % | 34 | % | 17 | % | (31) | % | 10 | % |
| Nine Months Ended September 30, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Breathing Apparatus | Firefighter Helmets and Protective Apparel | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | 3 | % | 4 | % | 19 | % | 22 | % | 8 | % | 21 | % | 10 | % | (32) | % | 4 | % |
| Plus: Currency translation effects | — | % | — | % | 1 | % | — | % | — | % | (1) | % | — | % | (1) | % | — | % |
| Constant currency sales change | 3 | % | 4 | % | 20 | % | 22 | % | 8 | % | 20 | % | 10 | % | (33) | % | 4 | % |
| Less: <br>Acquisitions | — | % | — | % | — | % | — | % | 12 | % | — | % | 3 | % | — | % | 2 | % |
| Organic constant currency sales change | 3 | % | 4 | % | 20 | % | 22 | % | (4) | % | 20 | % | 7 | % | (33) | % | 2 | % |
*Fixed Gas and Flame Detection includes the impact of the Bacharach acquisition completed on July 1, 2021.
Organic constant currency sales change is a non-GAAP financial measure provided by the Company to give a better understanding of the Company's underlying business performance. Organic constant currency sales change is calculated by deducting the percentage impact from acquisitions and currency translation effects from the overall percentage change in net sales.
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MSA Safety Incorporated
Reconciliation of As Reported Financial Measures to Non-GAAP Financial Measures
Constant currency revenue growth (Unaudited)
International Segment
| Three Months Ended September 30, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Breathing Apparatus | Firefighter Helmets and Protective Apparel* | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | 5 | % | 164 | % | (1) | % | 8 | % | (15) | % | (9) | % | 6 | % | (25) | % | 1 | % |
| Plus: Currency translation effects | (2) | % | (13) | % | (3) | % | (2) | % | (1) | % | (4) | % | (2) | % | (2) | % | (3) | % |
| Constant currency sales change | 3 | % | 151 | % | (4) | % | 6 | % | (16) | % | (13) | % | 4 | % | (27) | % | (2) | % |
| Less: <br>Acquisitions | — | % | 145 | % | — | % | — | % | 4 | % | — | % | 11 | % | — | % | 8 | % |
| Organic constant currency sales change | 3 | % | 6 | % | (4) | % | 6 | % | (20) | % | (13) | % | (7) | % | (27) | % | (10) | % |
| Nine Months Ended September 30, 2021 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Breathing Apparatus | Firefighter Helmets and Protective Apparel* | Industrial Head Protection | Portable Gas Detection | Fixed Gas and Flame Detection* | Fall Protection | Core Sales | Non-Core Sales | Net Sales | ||||||||||
| GAAP reported sales change | (2) | % | 117 | % | (4) | % | 4 | % | (12) | % | 8 | % | 5 | % | (17) | % | 1 | % |
| Plus: Currency translation effects | (6) | % | (18) | % | (6) | % | (6) | % | (4) | % | (8) | % | (6) | % | (6) | % | (6) | % |
| Constant currency sales change | (8) | % | 99 | % | (10) | % | (2) | % | (16) | % | — | % | (1) | % | (23) | % | (5) | % |
| Less: <br>Acquisitions | — | % | 97 | % | — | % | — | % | 1 | % | — | % | 7 | % | — | % | 6 | % |
| Organic constant currency sales change | (8) | % | 2 | % | (10) | % | (2) | % | (17) | % | — | % | (8) | % | (23) | % | (11) | % |
*Firefighter Helmets and Protective Apparel and Fixed Gas and Flame Detection include the impact of the Bristol and Bacharach acquisitions completed on January 25, 2021 and July 1, 2021, respectively.
Organic constant currency sales change is a non-GAAP financial measure provided by the Company to give a better understanding of the Company's underlying business performance. Organic constant currency sales change is calculated by deducting the percentage impact from acquisitions and currency translation effects from the overall percentage change in net sales.
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MSA Safety Incorporated
Supplemental Segment Information (Unaudited)
Summary of constant currency revenue growth by segment and product group
| Three Months Ended September 30, 2021 | ||||||
|---|---|---|---|---|---|---|
| Consolidated | Americas | International | ||||
| Portable Gas Detection | 27 | % | 38 | % | 6 | % |
| Firefighter Helmets and Protective Apparel* | 25 | % | 3 | % | 151 | % |
| Industrial Head Protection | 24 | % | 34 | % | (4) | % |
| Breathing Apparatus | 13 | % | 18 | % | 3 | % |
| Fixed Gas and Flame Detection* | 13 | % | 35 | % | (16) | % |
| Fall Protection | 12 | % | 34 | % | (13) | % |
| Core Sales | 18 | % | 25 | % | 4 | % |
| Non-Core Sales | (29) | % | (31) | % | (27) | % |
| Net Sales | 11 | % | 17 | % | (2) | % |
| Net Sales excluding Acquisitions | 3 | % | 10 | % | (10) | % |
| Nine Months Ended September 30, 2021 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Consolidated | Americas | International | ||||
| Portable Gas Detection | 13 | % | 22 | % | (2) | % |
| Firefighter Helmets and Protective Apparel* | 19 | % | 4 | % | 99 | % |
| Industrial Head Protection | 12 | % | 20 | % | (10) | % |
| Breathing Apparatus | (1) | % | 3 | % | (8) | % |
| Fixed Gas and Flame Detection* | (2) | % | 8 | % | (16) | % |
| Fall Protection | 12 | % | 20 | % | — | % |
| Core Sales | 6 | % | 10 | % | (1) | % |
| Non-Core Sales | (29) | % | (33) | % | (23) | % |
| Net Sales | 1 | % | 4 | % | (5) | % |
| Net Sales excluding Acquisitions | (3) | % | 2 | % | (11) | % |
*Firefighter Helmets and Protective Apparel and Fixed Gas and Flame Detection include the impact of the Bristol and Bacharach acquisitions completed on January 25, 2021 and July 1, 2021, respectively.
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MSA Safety Incorporated
Reconciliation of As Reported Financial Measures to Non-GAAP Financial Measures
Adjusted earnings (Unaudited)
Adjusted earnings per diluted share (Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | %<br>Change | 2021 | 2020 | %<br>Change | |||||
| Net income attributable to MSA Safety Incorporated | $ | 18,823 | $ | 28,034 | (33)% | $ | 80,362 | $ | 107,763 | (25)% |
| Tax expense associated with transactions | 1,713 | — | 1,713 | — | ||||||
| Tax benefit associated with ASU 2016-09: Improvements to employee share-based payment accounting | (293) | (80) | (2,372) | (1,699) | ||||||
| Subtotal | 20,243 | 27,954 | (28)% | 79,703 | 106,064 | (25)% | ||||
| Product liability expense | 10,688 | 2,077 | 25,235 | 4,878 | ||||||
| Acquisition related costs | 7,351 | 41 | 11,891 | 202 | ||||||
| Restructuring charges | 3,853 | 7,603 | 12,239 | 18,475 | ||||||
| Asset related losses, net | 375 | 62 | 423 | 189 | ||||||
| COVID-19 related costs | — | — | — | 757 | ||||||
| Currency exchange losses (gains), net | 100 | 2,759 | (359) | 3,821 | ||||||
| Income tax expense on adjustments | (5,525) | (3,700) | (12,845) | (7,614) | ||||||
| Adjusted earnings | $ | 37,085 | $ | 36,796 | 1% | $ | 116,287 | $ | 126,772 | (8)% |
| Adjusted earnings per diluted share | $ | 0.94 | $ | 0.94 | 0% | $ | 2.95 | $ | 3.23 | (9)% |
Management believes that adjusted earnings and adjusted earnings per diluted share are useful measures for investors, as management uses these measures to internally assess the company’s performance and ongoing operating trends. There can be no assurances that additional special items will not occur in future periods, nor that MSA's definition of adjusted earnings is consistent with that of other companies. As such, management believes that it is appropriate to consider both net income determined on a GAAP basis as well as adjusted earnings.
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About MSA:
Established in 1914, MSA Safety Incorporated is the global leader in the development, manufacture and supply of safety products that protect people and facility infrastructures. Many MSA products integrate a combination of electronics, mechanical systems and advanced materials to protect users against hazardous or life-threatening situations. The company's comprehensive product line is used by workers around the world in a broad range of markets, including the oil, gas and petrochemical industry, the fire service, the construction industry, mining and the military. MSA's core products include self-contained breathing apparatus, fixed gas and flame detection systems, portable gas detection instruments, industrial head protection products, firefighter helmets and protective apparel, and fall protection devices. With 2020 revenues of $1.35 billion, MSA employs approximately 5,200 people worldwide. The company is headquartered north of Pittsburgh in Cranberry Township, Pa., and has manufacturing operations in the United States, Europe, Asia and Latin America. With more than 40 international locations, MSA realizes approximately half of its revenue from outside North America. For more information visit MSA's web site at www.MSAsafety.com.
Cautionary Statement Regarding Forward-Looking Statements:
Except for historical information, certain matters discussed in this press release may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to all projections and anticipated levels of future performance. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results to differ materially from those discussed herein. Any number of factors could cause actual results to differ materially from projections or forward-looking statements, including without limitation global economic conditions, spending patterns of government agencies, competitive pressures, the impact of acquisitions and related integration activities, product liability claims, the success of new product introductions, currency exchange rate fluctuations and the risks of doing business in foreign countries. A full listing of these risks, uncertainties and other factors are detailed from time-to-time in our filings with the United States Securities and Exchange Commission ("SEC"), including our most recent Form 10-K filed on February 19, 2021. You are strongly urged to review all such filings for a more detailed discussion of such risks and uncertainties. MSA’s SEC filings are readily obtainable at no charge at www.sec.gov, as well as on its own investor relations website at http://investors.MSAsafety.com. MSA undertakes no duty to publicly update any forward-looking statements contained herein, except as required by law.
Non-GAAP Financial Measures: This press release includes certain non-GAAP financial measures. These financial measures include organic constant currency revenue growth, adjusted operating income, adjusted operating margin, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings, and adjusted earnings per diluted share. The presentation of these financial measures does not comply with U.S. generally accepted accounting principles ("GAAP"). For an explanation of these measures, together with a reconciliation to the most directly comparable GAAP financial measure, see the Reconciliation of As Reported Financial Measures to Non-GAAP Financial Measures in the financial tables section above.