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 28, 2025
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 28, 2025, the Company issued a press release announcing its financial results for the quarter ended September 30, 2025. 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 28, 2025, announcing financial results for the quarter ended September 30, 2025.
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/ Julie A. Beck |
| Julie A. Beck | |
| Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) |
October 28, 2025
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: Larry De Maria (917) 245-7463
MSA Safety Announces Third Quarter 2025 Results
Third Quarter 2025 Highlights
•Achieved quarterly net sales of $468 million, an 8% GAAP increase and a 3% organic increase year-over-year
•Generated GAAP operating income of $94 million, or 20.1% of sales, and adjusted operating income of $104 million, or 22.1% of sales
•Recorded GAAP net income of $70 million, or $1.77 per diluted share, and adjusted earnings of $76 million, or $1.94 per diluted share
•Generated free cash flow of $100 million; repaid $50 million of debt, net leverage declined to 1.0x; ample liquidity of $1.1 billion
PITTSBURGH, October 28, 2025 - Global safety equipment and solutions provider MSA Safety Incorporated (NYSE: MSA) today reported financial results for the third quarter of 2025.
"Our financial performance in the third quarter reflected solid results, demonstrating our continued execution of our Accelerate strategy," said Steve Blanco, President and CEO of MSA Safety. "We continued our broad-based momentum in fixed and portable detection and delivered double-digit growth in fall protection. The success of these growth areas offset timing headwinds in the fire service due to the later-than-normal announcement of the annual Assistance to Firefighter Grants program in the U.S. Additionally, I am pleased to report that our recent acquisition of M&C TechGroup is performing well, and the integration remains on track."
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"Joining MSA Safety as Chief Financial Officer and working alongside such a passionate and dedicated team is an honor," stated Julie Beck, MSA Safety Chief Financial Officer. "It became very clear to me early on that the commitment to the mission of safety is an intangible asset that sets MSA apart. Our balance sheet remains strong, we retain our disciplined and balanced capital allocation strategy and maintain an active M&A pipeline. Following our strong free cash flow generation year-to-date, we expect to repurchase shares in the fourth quarter. We reaffirm our low-single-digit organic sales growth outlook for 2025 while continuing to manage through the U.S. Government shutdown and near-term timing-related challenges in the fire service, as well as ongoing macro and tariff-related dynamics," Ms. Beck added.
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Financial Highlights
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions, except per share data and percentages) | 2025 | 2024 | % Change (a) | 2025 | 2024 | % Change (a) | ||||||||||
| Net Sales | $ | 468.4 | $ | 432.7 | 8% | $ | 1,363.9 | $ | 1,308.4 | 4 | % | |||||
| GAAP | ||||||||||||||||
| Operating income | 94.3 | 91.5 | 3 | % | 257.9 | 271.5 | (5) | % | ||||||||
| % of Net sales | 20.1 | % | 21.1 | % | (100) bps | 18.9 | % | 20.8 | % | (190) bps | ||||||
| Net income | 69.6 | 66.6 | 4 | % | 192.0 | 197.0 | (3) | % | ||||||||
| Diluted EPS | 1.77 | 1.69 | 5 | % | 4.87 | 4.98 | (2) | % | ||||||||
| Non-GAAP | ||||||||||||||||
| Adjusted EBITDA | $ | 118.9 | $ | 111.6 | 7 | % | $ | 336.9 | $ | 334.8 | 1 | % | ||||
| % of Net sales | 25.4 | % | 25.8 | % | (40) bps | 24.7 | % | 25.6 | % | (90) bps | ||||||
| Adjusted operating income | 103.7 | 97.9 | 6 | % | 292.7 | 294.1 | — | % | ||||||||
| % of Net sales | 22.1 | % | 22.6 | % | (50) bps | 21.5 | % | 22.5 | % | (100) bps | ||||||
| Adjusted earnings | 76.2 | 72.3 | 5 | % | 218.6 | 215.5 | 1 | % | ||||||||
| Adjusted diluted EPS | 1.94 | 1.83 | 6 | % | 5.55 | 5.45 | 2 | % | ||||||||
| Free cash flow | 100.5 | 70.1 | 43 | % | 189.4 | 148.7 | 27 | % | ||||||||
| Free cash flow conversion | 144 | % | 105 | % | 99 | % | 75 | % | ||||||||
| Americas Segment | ||||||||||||||||
| Net sales | $ | 313.3 | $ | 299.5 | 5 | % | $ | 926.6 | $ | 909.7 | 2 | % | ||||
| GAAP operating income | 86.7 | 89.4 | (3) | % | 254.5 | 269.8 | (6) | % | ||||||||
| % of Net sales | 27.7 | % | 29.9 | % | (220) bps | 27.5 | % | 29.7 | % | (220) bps | ||||||
| Adjusted operating income | 88.7 | 91.8 | (3) | % | 260.7 | 276.5 | (6) | % | ||||||||
| % of Net sales | 28.3 | % | 30.7 | % | (240) bps | 28.1 | % | 30.4 | % | (230) bps | ||||||
| International Segment | ||||||||||||||||
| Net sales | $ | 155.1 | $ | 133.2 | 16 | % | $ | 437.3 | $ | 398.7 | 10 | % | ||||
| GAAP operating income | 22.7 | 17.4 | 31 | % | 52.3 | 51.3 | 2 | % | ||||||||
| % of Net sales | 14.7 | % | 13.0 | % | 170 bps | 12.0 | % | 12.9 | % | (90) bps | ||||||
| Adjusted operating income | 24.8 | 18.2 | 37 | % | 63.7 | 55.9 | 14 | % | ||||||||
| % of Net sales | 16.0 | % | 13.6 | % | 240 bps | 14.6 | % | 14.0 | % | 60 bps | ||||||
| (a) Percentage change may not calculate exactly due to rounding. |
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2025 Net Sales Outlook
The company maintained its low-single-digit organic sales growth outlook for 2025 and noted the health of its overall business, while acknowledging ongoing risks related to macroeconomic factors. It also noted near-term timing challenges due to the later-than-normal Assistance to Firefighter Grant (AFG) release and the subsequent U.S. Government shutdown, which will shift a portion of fourth quarter sales to 2026, predominantly in the fire service, along with the timing of the National Fire Protection Association (NFPA) approval for their next-generation self-contained breathing apparatus (SCBA).
Conference Call
MSA Safety will host a conference call on Wednesday, October 29, 2025, at 10:00 a.m. Eastern Time to discuss its third quarter 2025 results and full-year outlook. The call and an accompanying slide presentation will be webcast at http://investors.msasafety.com/ under the “News and Events” tab, subheading “Events & Presentations.” Investors and interested parties can also dial into the call at 1-844-854-4415 (toll-free) or 1-412-902-6599 (international). When prompted, please instruct the operator to be joined into the MSA Safety Incorporated conference call. A replay of the conference call will be available at http://investors.msasafety.com/ shortly after the conclusion of the presentation and will be available for the next 90 days.
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MSA Safety Incorporated
Condensed Consolidated Statements of Income (Unaudited)
(In thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net sales | $ | 468,445 | $ | 432,679 | $ | 1,363,900 | $ | 1,308,443 |
| Cost of products sold | 250,829 | 225,223 | 732,179 | 682,427 | ||||
| Gross profit | 217,616 | 207,456 | 631,721 | 626,016 | ||||
| Selling, general and administrative | 102,852 | 95,103 | 308,895 | 294,329 | ||||
| Research and development | 16,521 | 16,707 | 49,186 | 49,695 | ||||
| Restructuring charges | 58 | 1,184 | 2,470 | 5,744 | ||||
| Currency exchange losses, net | 3,875 | 2,985 | 13,237 | 4,715 | ||||
| Operating income | 94,310 | 91,477 | 257,933 | 271,533 | ||||
| Interest expense | 8,416 | 9,153 | 23,368 | 29,556 | ||||
| Other income, net | (6,562) | (5,833) | (18,585) | (16,215) | ||||
| Total other expense, net | 1,854 | 3,320 | 4,783 | 13,341 | ||||
| Income before income taxes | 92,456 | 88,157 | 253,150 | 258,192 | ||||
| Provision for income taxes | 22,843 | 21,509 | 61,159 | 61,171 | ||||
| Net income | $ | 69,613 | $ | 66,648 | $ | 191,991 | $ | 197,021 |
| Earnings per share attributable to common shareholders: | ||||||||
| Basic | $ | 1.78 | $ | 1.69 | $ | 4.89 | $ | 5.00 |
| Diluted | $ | 1.77 | $ | 1.69 | $ | 4.87 | $ | 4.98 |
| Basic shares outstanding | 39,168 | 39,362 | 39,253 | 39,370 | ||||
| Diluted shares outstanding | 39,280 | 39,495 | 39,380 | 39,530 |
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MSA Safety Incorporated
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 169,998 | $ | 164,560 |
| Trade receivables, net | 306,949 | 279,213 | ||
| Inventories | 355,493 | 296,796 | ||
| Other current assets | 62,328 | 62,461 | ||
| Total current assets | 894,768 | 803,030 | ||
| Property, plant and equipment, net | 278,481 | 211,865 | ||
| Prepaid pension cost | 239,411 | 224,638 | ||
| Goodwill | 732,224 | 620,895 | ||
| Intangible assets, net | 304,505 | 246,437 | ||
| Other noncurrent assets | 104,188 | 98,919 | ||
| Total assets | $ | 2,553,577 | $ | 2,205,784 |
| Liabilities and shareholders' equity | ||||
| Notes payable and current portion of long-term debt, net | $ | 8,209 | $ | 26,391 |
| Accounts payable | 119,872 | 108,163 | ||
| Other current liabilities | 162,190 | 153,539 | ||
| Total current liabilities | 290,271 | 288,093 | ||
| Long-term debt, net | 620,374 | 481,622 | ||
| Pensions and other employee benefits | 151,596 | 134,251 | ||
| Deferred tax liabilities | 133,200 | 107,691 | ||
| Other noncurrent liabilities | 55,746 | 50,808 | ||
| Total shareholders' equity | 1,302,390 | 1,143,319 | ||
| Total liabilities and shareholders' equity | $ | 2,553,577 | $ | 2,205,784 |
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MSA Safety Incorporated
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net income | $ | 69,613 | $ | 66,648 | $ | 191,991 | $ | 197,021 |
| Depreciation and amortization | 18,585 | 15,959 | 52,935 | 47,563 | ||||
| Change in working capital and other operating | 24,264 | 1,725 | (3,413) | (56,064) | ||||
| Cash flow from operating activities | 112,462 | 84,332 | 241,513 | 188,520 | ||||
| Capital expenditures | (11,986) | (14,254) | (52,104) | (39,814) | ||||
| Acquisitions, net of cash acquired | — | — | (187,774) | — | ||||
| Property disposals and other investing | — | 16 | 19 | 90 | ||||
| Cash flow used in investing activities | (11,986) | (14,238) | (239,859) | (39,724) | ||||
| Change in debt | (49,892) | (37,743) | 115,328 | (51,003) | ||||
| Cash dividends paid | (20,757) | (20,081) | (61,638) | (58,670) | ||||
| Company stock purchases under repurchase program | — | (10,027) | (39,995) | (20,027) | ||||
| Other financing | (1,156) | (603) | (11,521) | (6,472) | ||||
| Cash flow (used in) from financing activities | (71,805) | (68,454) | 2,174 | (136,172) | ||||
| Effect of exchange rate changes on cash, cash <br>equivalents and restricted cash | (5,690) | 4,495 | 2,002 | (6,062) | ||||
| Increase in cash, cash equivalents and restricted cash | $ | 22,981 | $ | 6,135 | $ | 5,830 | $ | 6,562 |
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MSA Safety Incorporated
Sales by Product Group (Unaudited)
(In thousands, except percentages)
| Three Months Ended September 30, 2025 | Consolidated | Americas | International | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Dollars | Percent | Dollars | Percent | Dollars | Percent | ||||
| Detection(a) | $ | 191,188 | 41% | $ | 124,111 | 40% | $ | 67,077 | 43% |
| Fire Service(b) | 158,654 | 34% | 109,497 | 35% | 49,157 | 32% | |||
| Industrial PPE and Other(c) | 118,603 | 25% | 79,742 | 25% | 38,861 | 25% | |||
| Total | $ | 468,445 | 100% | $ | 313,350 | 100% | $ | 155,095 | 100% |
| Three Months Ended September 30, 2024 | Consolidated | Americas | International | ||||||
| Dollars | Percent | Dollars | Percent | Dollars | Percent | ||||
| Detection(a) | $ | 163,150 | 38% | $ | 110,459 | 37% | $ | 52,691 | 40% |
| Fire Service(b) | 160,515 | 37% | 111,992 | 37% | 48,523 | 36% | |||
| Industrial PPE and Other(c) | 109,014 | 25% | 77,046 | 26% | 31,968 | 24% | |||
| Total | $ | 432,679 | 100% | $ | 299,497 | 100% | $ | 133,182 | 100% |
| Nine Months Ended September 30, 2025 | Consolidated | Americas | International | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Dollars | Percent | Dollars | Percent | Dollars | Percent | ||||
| Detection(a) | $ | 546,094 | 40% | $ | 361,176 | 39% | $ | 184,918 | 42% |
| Fire Service(b) | 472,576 | 35% | 326,220 | 35% | 146,356 | 33% | |||
| Industrial PPE and Other(c) | 345,230 | 25% | 239,253 | 26% | 105,977 | 25% | |||
| Total | $ | 1,363,900 | 100% | $ | 926,649 | 100% | $ | 437,251 | 100% |
| Nine Months Ended September 30, 2024 | Consolidated | Americas | International | ||||||
| Dollars | Percent | Dollars | Percent | Dollars | Percent | ||||
| Detection(a) | 473,214 | 36% | 318,159 | 35% | 155,055 | 39% | |||
| Fire Service(b) | 496,478 | 38% | 352,730 | 39% | 143,748 | 36% | |||
| Industrial PPE and Other(c) | 338,751 | 26% | 238,856 | 26% | 99,895 | 25% | |||
| Total | $ | 1,308,443 | 100% | $ | 909,745 | 100% | $ | 398,698 | 100% |
| (a) Detection includes Fixed Gas and Flame Detection and Portable Gas detection. Detection includes sales from M&C TechGroup Germany GmbH and its affiliated companies ("M&C"), acquired by the Company, from May 6th, 2025, onward (Americas and International).<br><br>(b) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.<br><br>(c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core. |
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MSA Safety Incorporated
Reconciliation of Non-GAAP Financial Measures
Organic sales change (Unaudited)
Consolidated
| Three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 17% | (1)% | 9% | 8% |
| Currency translation effects | (1)% | (2)% | (2)% | (1)% |
| Less: Acquisitions | (10)% | —% | —% | (4)% |
| Organic sales change | 6% | (3)% | 7% | 3% |
| Nine months ended September 30, 2025 | ||||
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 15% | (5)% | 2% | 4% |
| Currency translation effects | —% | —% | 1% | —% |
| Less: Acquisitions | (5)% | —% | —% | (2)% |
| Organic sales change | 10% | (5)% | 3% | 2% |
Americas Segment
| Three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 12% | (2)% | 3% | 5% |
| Currency translation effects | —% | —% | —% | —% |
| Less: Acquisitions | (5)% | —% | —% | (2)% |
| Organic sales change | 7% | (2)% | 3% | 3% |
| Nine months ended September 30, 2025 | ||||
| --- | --- | --- | --- | --- |
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 14% | (8)% | —% | 2% |
| Currency translation effects | 1% | 1% | 2% | 1% |
| Less: Acquisitions | (4)% | —% | —% | (1)% |
| Organic sales change | 11% | (7)% | 2% | 2% |
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International Segment
| Three months ended September 30, 2025 | ||||
|---|---|---|---|---|
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 27% | 1% | 22% | 16% |
| Currency translation effects | (4)% | (4)% | (5)% | (4)% |
| Less: Acquisitions | (18)% | —% | —% | (7)% |
| Organic sales change | 5% | (3)% | 17% | 5% |
| Nine months ended September 30, 2025 | ||||
| --- | --- | --- | --- | --- |
| Detection(a) | Fire Service(b) | Industrial PPE and Other(c) | Net Sales | |
| GAAP reported sales change | 19% | 2% | 6% | 10% |
| Currency translation effects | (2)% | (2)% | (2)% | (2)% |
| Less: Acquisitions | (11)% | —% | —% | (5)% |
| Organic sales change | 6% | —% | 4% | 3% |
(a) Detection includes Fixed Gas and Flame Detection and Portable Gas Detection. Detection includes sales from M&C, acquired by the Company, from May 6th, 2025, onward (Americas and International).
(b) Fire Service includes Breathing Apparatus and Firefighter Helmets and Protective Apparel.
(c) Industrial PPE and Other includes Industrial Head Protection, Fall Protection and Non-Core.
Management believes that organic sales change is a useful metric for investors, as foreign currency translation, acquisitions and divestitures can have a material impact on sales change trends. Organic sales change highlights ongoing business performance excluding the impact of fluctuating foreign currencies, acquisitions and divestitures. There can be no assurances that MSA's definition of organic sales change is consistent with that of other companies. As such, management believes that it is appropriate to consider sales change determined on a GAAP basis in addition to this non-GAAP financial measure.
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MSA Safety Incorporated
Reconciliation of Non-GAAP Financial Measures
Adjusted operating income (Unaudited)
Adjusted EBITDA (Unaudited)
(In thousands)
| Three months ended September 30, | Nine months ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Adjusted EBITDA | $ | 118,934 | $ | 111,605 | $ | 336,912 | $ | 334,789 |
| Less: | ||||||||
| Depreciation and amortization | 15,193 | 13,690 | 44,237 | 40,675 | ||||
| Adjusted operating income | 103,741 | 97,915 | 292,675 | 294,114 | ||||
| Less: | ||||||||
| Currency exchange losses, net | 3,875 | 2,985 | 13,237 | 4,715 | ||||
| Restructuring charges | 58 | 1,184 | 2,470 | 5,744 | ||||
| Acquisition-related amortization | 3,595 | 2,269 | 9,033 | 6,888 | ||||
| Net cost for product related legal matter | — | — | — | 5,000 | ||||
| Transaction costs (a) | 1,903 | — | 10,002 | 234 | ||||
| GAAP operating income | 94,310 | 91,477 | 257,933 | 271,533 | ||||
| Less: | ||||||||
| Interest expense | 8,416 | 9,153 | 23,368 | 29,556 | ||||
| Other income, net | (6,562) | (5,833) | (18,585) | (16,215) | ||||
| Income before income taxes | 92,456 | 88,157 | 253,150 | 258,192 | ||||
| Provision for income taxes | 22,843 | 21,509 | 61,159 | 61,171 | ||||
| Net income | $ | 69,613 | $ | 66,648 | $ | 191,991 | $ | 197,021 |
| (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income. |
Adjusted operating income, adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin are non-GAAP financial measures and operating ratios derived from non-GAAP measures. Adjusted operating income is defined as operating income excluding restructuring charges, currency exchange gains / losses, acquisition-related amortization, net cost for product related legal matter and transaction costs. Adjusted operating margin is defined as adjusted operating income divided by net sales to external customers. Adjusted EBITDA is defined as adjusted operating income plus depreciation and amortization, and adjusted EBITDA margin is defined as adjusted EBITDA divided by net sales to external customers. These metrics are consistent with how management evaluates segment results and makes strategic decisions about the business. Additionally, these non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Adjusted operating income, 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, 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 and net income determined on a GAAP basis in addition to these non-GAAP measures.
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MSA Safety Incorporated
Reconciliation of Non-GAAP Financial Measures
Adjusted earnings (Unaudited)
Adjusted diluted earnings per share (Unaudited)
(In thousands, except per share amounts and percentages)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | %<br>Change | 2025 | 2024 | %<br>Change | |||||
| Net income | $ | 69,613 | $ | 66,648 | 4% | $ | 191,991 | $ | 197,021 | (3)% |
| Currency exchange losses, net | 3,875 | 2,985 | 13,237 | 4,715 | ||||||
| Restructuring charges | 58 | 1,184 | 2,470 | 5,744 | ||||||
| Acquisition-related amortization | 3,595 | 2,269 | 9,033 | 6,888 | ||||||
| Transaction costs (a) | 1,903 | — | 10,002 | 234 | ||||||
| Asset related losses | 97 | 207 | 989 | 959 | ||||||
| Pension settlement | — | — | 721 | 1,308 | ||||||
| Net cost for product related legal matter | — | — | — | 5,000 | ||||||
| Income tax expense on adjustments | (2,949) | (995) | (9,885) | (6,412) | ||||||
| Adjusted earnings | $ | 76,192 | $ | 72,298 | 5% | $ | 218,558 | $ | 215,457 | 1% |
| Adjusted diluted earnings per share | $ | 1.94 | $ | 1.83 | 6% | $ | 5.55 | $ | 5.45 | 2% |
| Diluted shares outstanding | 39,280 | 39,495 | 39,380 | 39,530 | ||||||
| (a)Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income. |
Management believes that adjusted earnings and adjusted diluted earnings per 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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MSA Safety Incorporated
Reconciliation of Non-GAAP Financial Measures
Debt to adjusted EBITDA / Net debt to adjusted EBITDA (Unaudited)
(In thousands)
| Twelve Months Ended September 30, 2025 | ||
|---|---|---|
| Operating income | $ | 375,577 |
| Depreciation and amortization | 58,721 | |
| Currency exchange losses, net | 12,160 | |
| Restructuring charges | 3,123 | |
| Acquisition-related amortization | 11,319 | |
| Transaction costs (a) | 10,654 | |
| Adjusted EBITDA | $ | 471,554 |
| Total end-of-period debt | 628,583 | |
| Debt to adjusted EBITDA | 1.3 | |
| Total end-of-period debt | $ | 628,583 |
| Total end-of-period cash and cash equivalents | 169,998 | |
| Net debt | $ | 458,585 |
| Net debt to adjusted EBITDA | 1.0 | |
| (a) Transaction costs include advisory, legal, accounting, valuation, and other professional or consulting fees incurred in connection with acquisitions and divestitures. These costs are included in Selling, general and administrative expense in the unaudited Condensed Consolidated Statements of Income. |
Management believes that Debt to adjusted EBITDA and Net debt to adjusted EBITDA are useful measures for investors, as management uses these measures to internally assess the company’s liquidity and balance sheet strength. There can be no assurances that that MSA's definition of Debt to adjusted EBITDA and Net debt to adjusted EBITDA is consistent with that of other companies.
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About MSA Safety:
MSA Safety Incorporated (NYSE: MSA) is the global leader in advanced safety products, technologies and solutions. Driven by its singular mission of safety, the Company has been at the forefront of safety innovation since 1914, protecting workers and facility infrastructure around the world across a broad range of diverse end markets while creating sustainable value for shareholders. With 2024 revenues of $1.8 billion, MSA Safety is headquartered in Cranberry Township, Pennsylvania and employs a team of over 5,000 associates across its more than 40 international locations. For more information, please visit 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. These statements relate to future events or our future financial performance and involve various assumptions, known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or other comparable words. Actual results, performance or outcomes may differ materially from those expressed or implied by these forward-looking statements and may not align with historical performance and events due to a number of factors, including those discussed in the sections of our annual report on Form 10-K entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and those discussed in our Form 10-Q quarterly reports filed after such annual report. 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. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and caution should be exercised against placing undue reliance upon such statements, which are based only on information currently available to us and speak only as of the date hereof. We are under no duty to update publicly any of the forward-looking statements after the date of this earnings press release, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures: This press release includes certain non-GAAP financial measures. These financial measures include organic sales change, adjusted operating income, adjusted operating margin, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings, adjusted earnings per diluted share, debt to adjusted EBITDA, and net debt to adjusted EBITDA. These non-GAAP financial measures provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management also uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use, and computational methods with respect thereto, may differ from the non-GAAP financial measures and key performance indicators, and computational methods, that our peers use to assess their performance and trends.
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The presentation of these non-GAAP financial measures does not comply with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. When non-GAAP financial measures are disclosed, the Securities and Exchange Commission's Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. For an explanation of these measures, with a reconciliation to the most directly comparable GAAP financial measure, see the Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures in the financial tables section above.