Company Quick10K Filing
Quick10K
MSA Safety
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$110.26 39 $4,270
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-05-20 Other Events, Exhibits
8-K 2019-05-17 Shareholder Vote
8-K 2019-04-24 Earnings, Exhibits
8-K 2019-02-20 Earnings, Exhibits
8-K 2019-01-22 Officers, Exhibits
8-K 2019-01-22 Officers, Exhibits
8-K 2018-10-24 Earnings, Exhibits
8-K 2018-09-07 Enter Agreement, Off-BS Arrangement, Other Events, Exhibits
8-K 2018-09-04 Officers
8-K 2018-07-25 Earnings, Exhibits
8-K 2018-05-18 Officers, Exhibits
8-K 2018-05-15 Shareholder Vote
8-K 2018-04-23 Earnings, Exhibits
8-K 2018-03-14 Other Events
8-K 2018-02-20 Earnings, Exhibits
8-K 2018-01-02 Officers
NS NuStar Energy 2,840
CLDT Chatham Lodging Trust 928
HNGR Hanger 709
QTNT Quotient 578
ANIK Anika Therapeutics 564
AMRB American River Bankshares 76
PCFO Pacific Office Properties Trust 0
GNTH Genethera 0
TKOI Telkonet 0
BRRM Bare Metal Standard 0
MSA 2019-03-31
Part I. Financial Information
Item 1. Financial Statements
Note 1-Basis of Presentation
Note 2-Recently Adopted and Recently Issued Accounting Standards
Note 3-Inventories
Note 4-Restructuring Charges
Note 5-Property, Plant and Equipment
Note 6-Reclassifications Out of Accumulated Other Comprehensive Loss
Note 7-Capital Stock
Note 8-Segment Information
Note 9-Earnings per Share
Note 10-Income Taxes
Note 11-Stock Plans
Note 12-Long-Term Debt
Note 13-Goodwill and Intangible Assets
Note 14-Leases
Note 15-Pensions and Other Post-Retirement Benefits
Note 16-Derivative Financial Instruments
Note 17-Fair Value Measurements
Note 18-Contingencies
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
EX-31.1 ex311-q12019.htm
EX-31.2 ex312-q12019.htm
EX-32 ex32-q12019.htm

MSA Safety Earnings 2019-03-31

MSA 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 a10q-q12019.htm 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-Q
 
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2019
Commission File No. 1-15579
 gmsaq1-2018a03.jpg
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
 
Pennsylvania
 
 46-4914539

(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
 
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
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
 
Accelerated filer   ¨
 
Non-accelerated filer   ¨
 
Smaller reporting company  ¨
 
 
 
 
 
 

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. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x
As of April 23, 2019, 38,688,532 shares of common stock, of the registrant were outstanding.




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MSA SAFETY INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF INCOME
Unaudited
 
 
Three Months Ended March 31,
(In thousands, except per share amounts)
 
2019
 
2018
Net sales
 
$
326,038

 
$
325,894

Cost of products sold
 
176,056

 
178,555

Gross profit
 
149,982

 
147,339

 
 
 
 
 
Selling, general and administrative
 
78,429

 
80,250

Research and development
 
13,705

 
12,548

Restructuring charges (Note 4)
 
5,831

 
5,274

Currency exchange losses, net (Note 6)
 
16,961

 
2,008

Product liability expense (Note 18)
 
2,896

 
2,824

Operating income
 
32,160

 
44,435

 
 
 
 
 
Interest expense
 
2,360

 
4,781

Other income, net
 
(2,579
)
 
(2,340
)
Total other (income) expense, net
 
(219
)
 
2,441

 
 
 
 
 
Income before income taxes
 
32,379

 
41,994

Provision for income taxes (Note 10)
 
9,003

 
9,505

Net income
 
23,376

 
32,489

 
 
 
 
 
Net income attributable to noncontrolling interests
 
(144
)
 
(118
)
 
 
 
 
 
Net income attributable to MSA Safety Incorporated
 
$
23,232

 
$
32,371

 
 
 
 
 
Earnings per share attributable to MSA Safety Incorporated common shareholders:
 
 
 
 
       Basic
 
$
0.60

 
$
0.85

Diluted
 
$
0.59

 
$
0.83

Dividends per common share
 
$
0.38

 
$
0.35

The accompanying notes are an integral part of the consolidated financial statements.

-2-



MSA SAFETY INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited
 
 
Three Months Ended March 31,
(In thousands)
 
2019
 
2018
Net income
 
$
23,376

 
$
32,489

Other comprehensive income, net of tax:
 
 
 
 
     Foreign currency translation adjustments (Note 6)
 
361

 
13,400

     Pension and post-retirement plan actuarial gains, net of tax (Note 6)
 
2,023

 
2,329

Unrealized gains on available-for-sale securities (Note 6)
 
536

 

Reclassification of currency translation from accumulated other comprehensive (loss) into net income (Note 6)
 
15,359

 

Total other comprehensive income, net of tax
 
18,279

 
15,729

Comprehensive income
 
41,655

 
48,218

Comprehensive income attributable to noncontrolling interests
 
(287
)
 
(288
)
Comprehensive income attributable to MSA Safety Incorporated
 
$
41,368

 
$
47,930

The accompanying notes are an integral part of the consolidated financial statements.

-3-



MSA SAFETY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited 
(In thousands)
 
March 31, 2019
 
December 31, 2018
Assets
 
 
 
 
Cash and cash equivalents
 
$
107,668

 
$
140,095

Trade receivables, less allowance for doubtful accounts of $5,115 and $5,369
 
253,351

 
245,032

Inventories (Note 3)
 
172,663

 
156,602

Investments, short-term (Note 17)
 
73,619

 
55,106

Prepaid income taxes
 
12,252

 
10,769

Notes receivable, insurance companies (Note 18)
 
3,586

 
3,555

Prepaid expenses and other current assets
 
49,652

 
45,464

Total current assets
 
672,791

 
656,623

 
 
 
 
 
Property, plant and equipment, net (Note 5)
 
156,099

 
157,940

Operating lease assets, net (Note 14)
 
52,020

 

Prepaid pension cost
 
61,500

 
57,568

Deferred tax assets (Note 10)
 
29,492

 
32,522

Goodwill (Note 13)
 
415,254

 
413,640

Intangible assets (Note 13)
 
168,050

 
169,515

Notes receivable, insurance companies, noncurrent (Note 18)
 
56,368

 
56,012

Insurance receivable (Note 18) and other noncurrent assets
 
59,794

 
64,192

Total assets
 
$
1,671,368

 
$
1,608,012

 
 
 
 
 
Liabilities
 
 
 
 
Notes payable and current portion of long-term debt, net (Note 12)
 
$
20,155

 
$
20,063

Accounts payable
 
75,524

 
78,367

Employees’ compensation
 
33,740

 
51,386

Insurance and product liability (Note 18)
 
32,429

 
48,688

Income taxes payable (Note 10)
 
8,208

 

Warranty reserve (Note 18) and other current liabilities
 
96,214

 
83,556

Total current liabilities
 
266,270

 
282,060

 
 
 
 
 
Long-term debt, net (Note 12)
 
357,304

 
341,311

Pensions and other employee benefits
 
166,294

 
166,101

Noncurrent operating lease liabilities (Note 14)
 
41,962

 

Deferred tax liabilities (Note 10)
 
7,613

 
7,164

Product liability (Note 18) and other noncurrent liabilities
 
168,640

 
171,857

Total liabilities
 
$
1,008,083

 
$
968,493

Commitments and contingencies (Note 18)
 

 

 
 
 
 
 
Equity
 
 
 
 
Preferred stock, 4 1/2% cumulative, $50 par value (Note 7)
 
$
3,569

 
$
3,569

Common stock, no par value (Note 7)
 
213,099

 
211,806

Treasury shares, at cost (Note 7)
 
(302,673
)
 
(298,143
)
Accumulated other comprehensive loss (Note 6)
 
(204,563
)
 
(218,927
)
Retained earnings
 
947,929

 
935,577

Total MSA Safety Incorporated shareholders' equity
 
657,361

 
633,882

Noncontrolling interests
 
5,924

 
5,637

Total shareholders’ equity
 
663,285

 
639,519

Total liabilities and shareholders’ equity
 
$
1,671,368

 
$
1,608,012


The accompanying notes are an integral part of the consolidated financial statements.

-4-



MSA SAFETY INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
 
 
Three Months Ended March 31,
(In thousands)
 
2019
 
2018
Operating Activities
 
 
 
 
Net income
 
$
23,376

 
$
32,489

Depreciation and amortization
 
9,326

 
9,671

Stock-based compensation (Note 11)
 
2,745

 
5,606

Pension expense (Note 15)
 
48

 
1,488

Deferred income tax provision (benefit) (Note 10)
 
1,834

 
(600
)
Loss on asset dispositions, net
 
25

 
17

Pension contributions (Note 15)
 
(1,767
)
 
(1,243
)
Currency exchange losses, net
 
16,961

 
2,008

Product liability expense (Note 18)
 
2,896

 
2,824

Collections on insurance receivables and notes receivable,
insurance companies (Note 18)
 
8,122

 
17,700

Product liability payments (Note 18)
 
(20,003
)
 
(5,600
)
Changes in:
 
 
 
 
     Trade receivables
 
(7,720
)
 
(6,858
)
     Inventories (Note 3)
 
(16,127
)
 
(14,513
)
     Prepaid expenses and other current assets
 
(8,055
)
 
(1,642
)
     Accounts payable and accrued liabilities
 
(10,523
)
 
(24,372
)
     Other noncurrent assets and liabilities
 
79

 
378

Cash Flow From Operating Activities
 
1,217

 
17,353

Investing Activities
 

 

Capital expenditures
 
(4,897
)
 
(3,241
)
Purchase of short-term investments (Note 17)
 
(52,541
)
 

Proceeds from maturities of short-term investments (Note 17)
 
33,600

 

Property disposals
 
12

 
58

Cash Flow Used in Investing Activities
 
(23,826
)
 
(3,183
)
Financing Activities
 
 
 
 
Payments on short-term debt, net
 
91

 
99

Proceeds from long-term debt (Note 12)
 
133,000

 
137,500

Payments on long-term debt (Note 12)
 
(119,000
)
 
(147,000
)
Cash dividends paid
 
(14,652
)
 
(13,390
)
Company stock purchases (Note 7)
 
(7,446
)
 
(2,673
)
Exercise of stock options (Note 7)
 
1,465

 
848

Cash Flow Used in Financing Activities
 
(6,542
)
 
(24,616
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(3,221
)
 
1,363

Decrease in cash, cash equivalents and restricted cash
 
(32,372
)
 
(9,083
)
Beginning cash, cash equivalents and restricted cash
 
140,604

 
137,889

Ending cash, cash equivalents and restricted cash
 
$
108,232

 
$
128,806

 
 
 
 
 
Supplemental cash flow information:
 
 
 
 
Cash and cash equivalents
 
$
107,668

 
$
124,883

Restricted cash included in prepaid expenses and other current assets
 
564

 
3,923

Total cash, cash equivalents and restricted cash
 
$
108,232

 
$
128,806

The accompanying notes are an integral part of the consolidated financial statements.

-5-



MSA SAFETY INCORPORATED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN RETAINED EARNINGS,
ACCUMULATED OTHER COMPREHENSIVE LOSS AND NONCONTROLLING INTERESTS
Unaudited
(In thousands)
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss)
 
Noncontrolling Interests
Balances December 31, 2017
$
868,675

 
$
(171,762
)
 
$
4,977

Net income
32,489

 

 

Foreign currency translation adjustments

 
13,400

 

Pension and post-retirement plan adjustments, net of tax of $1,066

 
2,329

 

Income attributable to noncontrolling interests
(118
)
 
(170
)
 
288

Common dividends
(13,380
)
 

 

Preferred dividends ($0.5625 per share)
(10
)
 

 

Balances March 31, 2018
$
887,656

 
$
(156,203
)
 
$
5,265

 
 
 
 
 
 
Balances December 31, 2018
$
935,577

 
$
(218,927
)
 
$
5,637

Net income
23,376

 

 

Foreign currency translation adjustments

 
361

 

Pension and post-retirement plan adjustments, net of tax of $666

 
2,023

 

Unrealized net gains on available-for-sale securities (Note 17)

 
536

 

Reclassification of currency translation from accumulated other comprehensive (loss) into net income (Note 6)

 
15,359

 

Income attributable to noncontrolling interests
(144
)
 
(143
)
 
287

Common dividends
(14,642
)
 

 

Preferred dividends ($0.5625 per share)
(10
)
 

 

Reclassification due to the adoption of ASU 2018-02 (Note 2)
3,772

 
(3,772
)
 

Balances March 31, 2019
$
947,929

 
$
(204,563
)
 
$
5,924

The accompanying notes are an integral part of the consolidated financial statements.

-6-



MSA SAFETY INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
Note 1—Basis of Presentation
The condensed consolidated financial statements of MSA Safety Incorporated and its subsidiaries ("MSA" or the "Company") are unaudited. These condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary by management to fairly state the Company's results. Intercompany accounts and transactions have been eliminated. The results reported in these condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the entire year. The December 31, 2018 Condensed Consolidated Balance Sheet data was derived from the audited consolidated balance sheet, but does not include all disclosures required by accounting principles generally accepted in the United States of America (U.S. GAAP). This Form 10-Q report should be read in conjunction with MSA's Form 10-K for the year ended December 31, 2018, which includes all disclosures required by U.S. GAAP.
Reclassifications - Certain reclassifications of prior years' data have been made to conform to the current year presentation. These reclassifications relate to (1) additional captions disclosed within the operating section of the unaudited Condensed Consolidated Statement of Cash Flows but do not change the overall cash flow from operating activities for the prior years as previously reported, and (2) additional captions disclosed for product warranty activity within the table that reconciles the changes in the Company's accrued warranty reserve (Note 18—Contingencies).
Note 2—Recently Adopted and Recently Issued Accounting Standards
In February 2016, the FASB issued ASU 2016-02, Leases. This ASU requires lessees to record a right-of-use asset and a liability for virtually all leases. This ASU was adopted on January 1, 2019, using the modified retrospective transition method at the adoption date. Comparative periods presented in our unaudited condensed consolidated financial statements are reported in accordance with ASC 840, Leases. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. The Company also elected the practical expedient to not separate lease and non-lease components for new leases entered into after January 1, 2019 when calculating the lease liability under this ASU. Adoption of this ASU resulted in the recording of lease liabilities of approximately $54 million with the offset to lease right-of-use assets of $54 million. The standard did not materially impact our unaudited Condensed Consolidated Statement of Income and had no impact on our unaudited Condensed Consolidated Statement of Cash Flows. The new standard also requires increased disclosures to help financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. See additional disclosures in Note 14Leases.
In June 2016, the FASB issued ASU 2016-13, Allowance for Loan and Lease Losses. This ASU introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including loans, held-to-maturity debt securities, loan commitments, financial guarantees and net investments in leases, as well as reinsurance and trade receivables. This ASU will be effective beginning in 2020. Based on a review of its portfolio of financial instruments, the Company has developed a project plan and is in the process of assessing the impact that this ASU will have on our reserve for trade receivables as recorded in our unaudited Condensed Consolidated Balance Sheet. Additionally, we expect the adoption of this ASU to result in additional disclosures.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. This ASU simplifies the accounting for goodwill impairments under Step 2 by eliminating the requirement to perform procedures to determine the fair value of the assets and liabilities of the reporting unit, including previously unrecognized assets and liabilities, in order to determine the fair value of the goodwill and any impairment charge to be recognized. Under this ASU, the impairment charge to be recognized should be the amount by which the reporting unit's carrying value exceeds the reporting unit's fair value as calculated under Step 1 provided that the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The Company adopted ASU 2017-04 on January 1, 2019 and adoption of this ASU may have a material effect on our unaudited condensed consolidated financial statements in the event that we determine that goodwill for any of our reporting units is impaired.


-7-



In January 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("AOCI"), which gives entities the option to reclassify to retained earnings the tax effects resulting from the new tax reform legislation commonly known as the Tax Cuts and Jobs Act ("the Act") related to items in AOCI that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Act is recognized in the period of adoption. The Company must adopt this guidance for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. ASU2018-02 requires new disclosures regarding the Company’s accounting policy for releasing the tax effects in accumulated other comprehensive loss and allows the Company to reclassify the effect of remeasuring deferred tax liabilities and assets related to items within accumulated other comprehensive loss using the then newly enacted 21% federal corporate income tax rate. The Company adopted ASU 2018-02 on January 1, 2019 and this adoption resulted in a reclassification that increased retained earnings by $3.8 million, with an offsetting increase to accumulated other comprehensive loss for the same amount.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which improves fair value disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures’ specific requirements and adding relevant disclosure requirements. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted and an entity can choose to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. The Company is still evaluating the impact that the adoption of ASU 2018-13 will have on the unaudited condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-14, Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which improves defined benefit disclosure requirements by removing disclosures that are not cost beneficial, clarifying disclosures’ specific requirements and adding relevant disclosure requirements. This ASU is effective for fiscal years ending after December 15, 2020 and early adoption is permitted.  The amendments in this ASU are required to be applied on a retrospective basis to all periods presented. The Company is still evaluating the impact that the adoption of ASU 2018-14 will have on the unaudited condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which will now allow all cloud computing arrangements classified as service contracts to capitalize certain implementation costs in accordance with ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software, depending on the project stage within which the costs were incurred. This ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal periods. Early adoption of the amendments in this ASU is permitted, including adoption in any interim period and the amendments can be applied either retrospectively or prospectively. In 2018, the Company has adopted this ASU prospectively for all implementation costs incurred related to cloud computing arrangements and the implementation did not have a material impact on our unaudited condensed consolidated financial statements.
Note 3—Inventories
The following table sets forth the components of inventory:
(In thousands)
 
March 31, 2019
 
December 31, 2018
Finished products
 
$
75,164

 
$
65,965

Work in process
 
8,517

 
6,169

Raw materials and supplies
 
129,248

 
124,554

Inventories at current cost
 
212,929

 
196,688

Less: LIFO valuation
 
(40,266
)
 
(40,086
)
Total inventories
 
$
172,663

 
$
156,602


-8-



Note 4—Restructuring Charges
During the three months ended March 31, 2019, we recorded restructuring charges of $5.8 million. International segment restructuring charges of $5.7 million during the three months ended March 31, 2019, were primarily related to severance costs for staff reductions associated with our ongoing initiatives to drive profitable growth. Corporate segment restructuring charges of $0.1 million during the three months ended March 31, 2019, related primarily to the legal and operational realignment of our U.S. and Canadian operations.
During the three months ended March 31, 2018, we recorded restructuring charges of $5.3 million, respectively. Corporate segment restructuring charges of $2.0 million during the three months ended March 31, 2018, related primarily to our ongoing review of the Company's legal structure to evaluate potential realignments to better facilitate the execution of our corporate strategy. International segment restructuring charges of $3.3 million during the three months ended March 31, 2018, were related to severance costs for staff reductions associated with our ongoing initiatives to drive profitable growth in Europe.
Activity and reserve balances for restructuring charges by segment were as follows:
(In millions)
Americas
 
International
 
Corporate
 
Total
Reserve balances at December 31, 2017
$
0.5

 
$
3.6

 
$

 
$
4.1

Restructuring charges
2.3

 
5.6

 
5.3

 
13.2

Currency translation and other adjustments
(0.3
)
 
(0.3
)
 

 
(0.6
)
Cash payments / utilization
(2.0
)
 
(4.9
)
 
(5.3
)
 
(12.2
)
Reserve balances at December 31, 2018
$
0.5

 
$
4.0

 
$

 
$
4.5

Restructuring charges

 
5.7

 
0.1

 
5.8

Currency translation and other adjustments

 
(0.1
)
 

 
(0.1
)
Cash payments
(0.1
)
 
(1.9
)
 
(0.1
)
 
(2.1
)
Reserve balances at March 31, 2019
$
0.4

 
$
7.7

 
$

 
$
8.1

Note 5—Property, Plant and Equipment
The following table sets forth the components of property, plant and equipment:
(In thousands)
March 31, 2019
 
December 31, 2018
Land
$
3,020

 
$
3,188

Buildings
119,051

 
117,910

Machinery and equipment
387,758

 
386,690

Construction in progress
26,251

 
24,044

Total
536,080

 
531,832

Less: accumulated depreciation
(379,981
)
 
(373,892
)
Net property, plant and equipment
$
156,099

 
$
157,940


-9-



Note 6—Reclassifications Out of Accumulated Other Comprehensive Loss
During three months ended March 31, 2019 , we recognized non-cash cumulative translation losses of approximately $15.4 million as a result of the approval of our plan to close our South Africa affiliates. This charge is related to the historical translation of the elements of the financial statements for the business from the functional currency to the U.S. Dollar. The translation impact has been historically recorded as currency translation adjustment (“CTA”), a separate component of accumulated other comprehensive loss within the equity section of the unaudited Condensed Consolidated Balance Sheet and has been reclassified into net income during three months ended March 31, 2019.
Changes in accumulated other comprehensive loss were as follows:
 
 
MSA Safety Incorporated
 
Noncontrolling Interests
 
 
Three Months Ended March 31,
 
Three Months Ended March 31,
(In thousands)
 
2019
 
2018
 
2019
 
2018
Pension and other post-retirement benefits (a)
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
(115,517
)
 
$
(97,948
)
 
$

 
$

Amounts reclassified from accumulated other comprehensive loss into net income:
 
 
 
 
 
 
 
 
Amortization of prior service credit (Note 15)
 
(105
)
 
(83
)
 

 

Recognized net actuarial losses (Note 15)
 
2,794

 
3,478

 

 

Tax benefit
 
(666
)
 
(1,066
)
 

 

Total amount reclassified from accumulated other comprehensive loss, net of tax, into net income
 
2,023

 
2,329

 

 

Reclassification to retained earnings due to the adoption of ASU 2018-02 (Note 2)
 
(3,772
)
 

 

 

Balance at end of period
 
$
(117,266
)
 
$
(95,619
)
 
$

 
$

Available-for-sale securities
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
(572
)
 
$

 
$

 
$

Unrealized gains on available-for-sale securities (Note 17)
 
536

 

 

 

Balance at end of period
 
$
(36
)
 
$

 
$

 
$

Foreign Currency Translation
 
 
 
 
 
 
 
 
Balance at beginning of period
 
$
(102,838
)
 
$
(73,814
)
 
$
496

 
$
801

Reclassification from accumulated other comprehensive loss into net income
 
15,359

(b) 

 

 

Foreign currency translation adjustments
 
218

 
13,230

 
143

 
170

Balance at end of period
 
$
(87,261
)
 
$
(60,584
)
 
$
639

 
$
971

(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).
(b) Reclassifications into net income relate primarily to the approval of our plan to close our South Africa affiliates as discussed above and are included in Currency exchange losses, net within the unaudited Condensed Consolidated Statement of Income.
Note 7—Capital Stock
Preferred Stock - The Company has authorized 100,000 shares of $50 par value 4.5% cumulative preferred nonvoting stock which is callable at $52.50. There are 71,340 shares issued and 52,878 shares held in treasury at March 31, 2019. The Treasury shares at cost line on the unaudited Condensed Consolidated Balance Sheet includes $1.8 million related to preferred stock. There were no treasury purchases of preferred stock during the three months ended March 31, 2019 or 2018. The Company has also authorized 1,000,000 shares of $10 par value second cumulative preferred voting stock. No shares have been issued as of March 31, 2019.
Common Stock - The Company has authorized 180,000,000 shares of no par value common stock. There were 62,081,391 shares issued as of December 31, 2018. No new shares were issued during three months ended March 31, 2019 or 2018. There were 38,682,918 and 38,526,523 shares outstanding at March 31, 2019, and December 31, 2018, respectively.

-10-



Treasury Shares - The Company's share repurchase program authorizes up to $100.0 million to repurchase MSA common stock in the open market and in private transactions. The share purchase program has no expiration date. 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. No shares were repurchased under this program during the three months ended March 31, 2019 or 2018. We do not have any other share repurchase programs. There were 23,398,473 and 23,554,868 Treasury Shares at March 31, 2019, and December 31, 2018, respectively.
The Company issues Treasury Shares for all share based benefit plans. Shares are issued from Treasury at the average Treasury Share cost on the date of the transaction. There were 230,112 and 111,902 Treasury Shares issued for these purposes during the three months ended March 31, 2019 and 2018, respectively.
Common stock activity is summarized as follows:
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
(In thousands)
Common
Stock
 
Treasury
Cost
 
Common
Stock
 
Treasury
Cost
Balance at beginning of period
211,806

 
(296,390
)
 
194,953

 
(296,081
)
Stock compensation expense
2,745

 

 
5,606

 

Restricted and performance stock awards
(2,411
)
 
2,411

 
(1,102
)
 
1,102

Stock options exercised
959

 
506

 
545

 
302

Treasury shares purchased

 
(7,446
)
 

 
(2,673
)
Balance at end of period
213,099

 
(300,919
)
 
200,002

 
(297,350
)
Note 8—Segment Information
We are organized into six geographic operating segments based on management responsibilities. The operating segments have been aggregated (based on economic similarities, the nature of their products, end-user markets and methods of distribution) into three reportable segments: Americas, International, and Corporate.
The Americas segment is comprised of our operations in North America and Latin America geographies. The International segment is comprised of our operations of all geographies outside of the Americas. Certain global expenses are allocated to each segment in a manner consistent with where the benefits from the expenses are derived.
The Company's sales are allocated to each country based primarily on the destination of the end-customer.
Adjusted operating income (loss), adjusted operating margin, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted EBITDA margin are the measures used by the chief operating decision maker to evaluate segment performance and allocate resources. Adjusted operating income (loss) is defined as operating income excluding restructuring charges, currency exchange gains/losses, product liability expense and strategic transaction costs and 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 U.S. GAAP and therefore do not purport to be alternatives to operating income or operating margin as a measure of operating performance. Further, the Company's measure 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. Adjusted operating income (loss) and adjusted EBITDA on a consolidated basis is presented in the following table to reconcile the segment operating performance measure to operating income as presented on the unaudited Condensed Consolidated Statement of Income.
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. Sales and transfers between operating segments are accounted for at market-based transaction prices and are eliminated in consolidation.

-11-



Reportable segment information is presented in the following table:
(In thousands, except percentage amounts)
 
Americas
 
International
 
Corporate
 
Reconciling
Items
1
 
Consolidated
Totals
Three Months Ended March 31, 2019
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
213,687

 
$
112,351

 
$

 
$

 
$
326,038

Intercompany sales
 
159,262

 
79,329

 

 
(238,591
)
 

Operating income
 
 
 
 
 
 
 
 
 
32,160

Restructuring charges (Note 4)
 
 
 
 
 
 
 
 
 
5,831

Currency exchange losses, net (Note 6)
 
 
 
 
 
 
 
 
 
16,961

Product liability expense (Note 18)
 
 
 
 
 
 
 
 
 
2,896

Strategic transaction costs
 
 
 
 
 
 
 
 
 
456

Adjusted operating income (loss)
 
54,803

 
11,040

 
(7,539
)
 

 
58,304

Adjusted operating margin %
 
25.6
%
 
9.8
%
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
9,326

Adjusted EBITDA
 
60,900

 
14,171

 
(7,441
)
 

 
67,630

Adjusted EBITDA %
 
28.5
%
 
12.6
%
 
 
 
 
 
 
(In thousands, except percentage amounts)
 
Americas
 
International
 
Corporate
 
Reconciling
Items
1
 
Consolidated
Totals
Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
Sales to external customers
 
$
209,129

 
$
116,765

 
$

 
$

 
$
325,894

Intercompany sales
 
34,198

 
82,379

 

 
(116,577
)
 

Operating income
 
 
 
 
 
 
 
 
 
44,435

Restructuring charges (Note 4)
 
 
 
 
 
 
 
 
 
5,274

Currency exchange losses, net (Note 6)
 
 
 
 
 
 
 
 
 
2,008

Product liability expense (Note 18)
 
 
 
 
 
 
 
 
 
2,824

Strategic transaction costs
 
 
 
 
 
 
 
 
 
94

Adjusted operating income (loss)
 
50,086

 
12,778

 
(8,229
)
 

 
54,635

Adjusted operating margin %
 
23.9
%
 
10.9
%
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
 
 
 
9,671

Adjusted EBITDA
 
56,225

 
16,209

 
(8,128
)
 
 
 
64,306

Adjusted EBITDA %
 
26.9
%
 
13.9
%
 
 
 
 
 
 
1Reconciling items consist primarily of intercompany eliminations and items not directly attributable to reporting segments.

-12-



Total sales by product group was as follows:
(In thousands, except percentage amounts)
Consolidated
 
Americas
 
International
Three Months Ended March 31, 2019
Dollars
Percent
 
Dollars
Percent
 
Dollars
Percent
Breathing Apparatus
$
75,446

23%
 
$
50,904

24%
 
$
24,542

22%
Fixed Gas & Flame Detection
60,398

19%
 
32,930

15%
 
27,468

24%
Firefighter Helmets & Protective Apparel
43,577

13%
 
35,064

16%
 
8,513

8%
Portable Gas Detection
40,726

13%
 
26,991

13%
 
13,735

12%
Industrial Head Protection
35,744

11%
 
27,836

13%
 
7,908

7%
Fall Protection
30,128

9%
 
17,961

8%
 
12,167

11%
Other
40,019

12%
 
22,001

11%
 
18,018

16%
Total
$
326,038

100%
 
$
213,687

100%
 
$
112,351

100%
(In thousands, except percentage amounts)
Consolidated
 
Americas
 
International
Three Months Ended March 31, 2018
Dollars
Percent
 
Dollars
Percent
 
Dollars
Percent
Breathing Apparatus
$
74,618

23%
 
$
49,333

24%
 
$
25,285

22%
Fixed Gas & Flame Detection
60,931

19%
 
32,526

15%
 
28,405

24%
Firefighter Helmets & Protective Apparel
44,484

14%
 
34,754

17%
 
9,730

8%
Portable Gas Detection
42,227

13%
 
28,762

14%
 
13,465

12%
Industrial Head Protection
34,956

11%
 
27,841

13%
 
7,115

6%
Fall Protection
25,705

8%
 
14,109

7%
 
11,596

10%
Other
42,973

12%
 
21,804

10%
 
21,169

18%
Total
$
325,894

100%
 
$
209,129

100%
 
$
116,765

100%
Note 9—Earnings per Share
Basic earnings per share attributable to MSA Safety Incorporated common shareholders is computed by dividing net income, after the deduction of preferred stock dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to MSA Safety Incorporated common shareholders assumes the issuance of common stock for all potentially dilutive share equivalents outstanding not classified as participating securities. Participating securities are defined as unvested stock-based payment awards that contain nonforfeitable rights to dividends.
Amounts attributable to MSA Safety Incorporated common shareholders:
 
Three Months Ended March 31,
(In thousands, except per share amounts)
 
2019
 
2018
Net income
 
$
23,232

 
$
32,371

Preferred stock dividends
 
(10
)
 
(10
)
Net income available to common equity
 
23,222

 
32,361

Dividends and undistributed earnings allocated to participating securities
 
(22
)
 
(32
)
Net income available to common shareholders
 
23,200

 
32,329

 
 
 
 
 
Basic weighted-average shares outstanding
 
38,536

 
38,216

Stock options and other stock compensation
 
548

 
562

Diluted weighted-average shares outstanding
 
39,084

 
38,778

Antidilutive stock options
 

 

 
 
 
 
 
Earnings per share:
 
 
 
 
Basic
 
$
0.60

 
$
0.85

Diluted
 
$
0.59

 
$
0.83


-13-



Note 10—Income Taxes
The Company's effective tax rate for the three months ended March 31, 2019, was 27.8% and differs from the U.S. federal statutory rate of 21% primarily due to non-deductible foreign exchange on entity closures partially offset by certain share-based payments related to the application of ASU 2016-09. The Company's effective tax rate for the three months ended March 31, 2018, was 22.6% which differs from the U.S. federal statutory rate of 21% primarily due to higher profitability in less favorable tax jurisdictions and a charge for Global Intangible Low-Taxed Income (GILTI), partially offset a tax benefit of related to certain share-based payments related to the application of ASU 2016-09.
At March 31, 2019, the Company had a gross liability for unrecognized tax benefits of $13.2 million. The Company has recognized tax benefits associated with these liabilities of $5.2 million at March 31, 2019. The gross liability includes amounts associated with prior period foreign tax exposure.
The Company recognizes interest related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company's liability for accrued interest related to uncertain tax positions was $1.6 million at March 31, 2019.
Note 11—Stock Plans
The 2016 Management Equity Incentive Plan provides for various forms of stock-based compensation for eligible key employees through May 2026. Management stock-based compensation includes stock options, restricted stock, restricted stock units and performance stock units. The 2017 Non-Employee Directors’ Equity Incentive Plan provides for grants of stock options and restricted stock to non-employee directors through May 2027. We issue treasury shares for stock option exercises, and grants of restricted stock and performance stock. Please refer to Note 7—Capital Stock for further information regarding stock compensation share issuance.
Stock compensation expense is as follows:
 
 
Three Months Ended March 31,
(In thousands)
 
2019
 
2018
Stock compensation expense
 
$
2,745

 
$
5,606

Income tax benefit
 
670

 
1,362

Stock compensation expense, net of income tax benefit
 
$
2,075

 
$
4,244

A summary of stock option activity for the three months ended March 31, 2019, follows:
 
 
Shares
 
Weighted Average
Exercise Price
Outstanding at January 1, 2019
 
735,001

 
$
43.79

Exercised
 
(44,407
)
 
36.24

Outstanding at March 31, 2019
 
690,594

 
44.28

Exercisable at March 31, 2019
 
690,594

 
$
44.28

Restricted stock and restricted stock units are valued at the market value of the stock on the grant date. A summary of restricted stock and unit activity for the three months ended March 31, 2019, follows:
 
 
Shares
 
Weighted Average
Grant Date Fair Value
Unvested at January 1, 2019
 
205,449

 
$
68.97

Granted
 
37,320

 
103.59

Vested
 
(44,421
)
 
44.23

Forfeited
 
(1,062
)
 
83.33

Unvested at March 31, 2019
 
197,286

 
$
81.38


-14-



Performance stock units have a market condition modifier and are valued at an estimated fair value using the Monte Carlo model. The final number of shares to be issued for performance stock units granted in the first quarter of 2019 may range from 0% to 200% of the target award based on achieving the specified performance targets over the performance period plus an additional payout modifier based on total shareholder return (TSR) performance. The following weighted average assumptions were used in the Monte Carlo model for units granted in the first quarter of 2019 with a market condition modifier.
Fair value per unit
$99.82
Risk-free interest rate
2.47%
Expected dividend yield
1.57%
Expected volatility
26.6%
MSA stock beta
1.094
The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date converted into an implied spot rate yield curve. Expected dividend yield is based on the most recent annualized dividend divided by the one year average closing share price. Expected volatility is based on the ten year historical volatility using daily stock prices. Expected life is based on historical stock option exercise data.
A summary of performance stock unit activity for the three months ended March 31, 2019, follows:
 
 
Shares
 
Weighted Average
Grant Date Fair Value
Unvested at January 1, 2019
 
218,886

 
$
68.43

Granted
 
76,813

 
100.66

Performance adjustments
 
77,783

 
43.77

Vested
 
(139,476
)
 
44.75

Unvested at March 31, 2019
 
234,006

 
$
84.93

The performance adjustments above relate to the final number of shares issued for the 2016 Management Performance Units which vested in the first quarter of 2019 at 237.6% of the target award based on cumulative performance against the Operating Margin % and Revenue Growth targets with a payout modifier based upon MSA's Total Shareholder Return during the three year performance period.
Note 12—Long-Term Debt
(In thousands)
March 31, 2019
 
December 31, 2018
2010 Senior Notes payable through 2021, 4.00%, net of debt issuance costs
60,000

 
$
60,000

2016 Senior Notes payable through 2031, 3.40%, net of debt issuance costs
71,494

 
69,604

Senior revolving credit facility maturing in 2023, net of debt issuance costs
245,810

 
231,707

Total
377,304

 
361,311

Amounts due within one year, net of debt issuance costs
20,000

 
20,000

Long-term debt, net of debt issuance costs
$
357,304

 
$
341,311

On September 7, 2018, the Company entered into an Amended and Restated Credit Agreement associated with our senior revolving credit facility which extended the term of the revolving credit facility through September 2023 and increased the capacity to $600.0 million. Under this 2018 Amended and Restated Credit Agreement, the Company may elect either a Base rate of interest (“BASE”) or an interest rate based on the London Interbank Offered Rate (“LIBOR”). The BASE is a daily fluctuating per annum rate equal to the highest of (i) 0.00%, (ii) the Prime Rate, (ii) the Federal Funds Open Rate plus one half of one percent (0.5%), (iii) the Overnight Bank Funding Rate, plus one half of one percent (0.50%), or (iv) the Daily Libor Rate plus one percent (1.00%). The Company pays a credit spread of 0 to 175 basis points based on the Company’s net EBITDA leverage ratio and elected rate (BASE or LIBOR). The Company has a weighted average revolver interest rate of 3.46% as of March 31, 2019. At March 31, 2019, $349.8 million of the existing $600.0 million senior revolving credit facility was unused, including letters of credit.

-15-



On January 22, 2016, the Company entered into a multi-currency note purchase and private shelf agreement (the "Notes"), pursuant to which MSA issued notes in an aggregate original principal amount of £54.9 million (approximately $71.5 million at March 31, 2019). The Notes are repayable in annual installments of £6.1 million (approximately $7.9 million at March 31, 2019), commencing January 22, 2023, with a final payment of any remaining amount outstanding on January 22, 2031. The interest rate on these Notes is fixed at 3.4%. On September 7, 2018, the Company entered into an amended and restated agreement associated with these Notes. Under this 2018 Second Amended and Restated Multi-Currency Note Purchase and Private Shelf Agreement, as amended ("Amended Note Purchase Agreement"), the Company may request from time to time during a three-year period ending September 7, 2021, the issuance of up to $150 million of additional senior notes. There were no amounts borrowed under the Amended Note Purchase Agreement as of March 31, 2019.

On January 4, 2019, the Company entered into an amended and restated agreement associated with the New York Life master note facility dated June 2, 2014.   Under this Amended and Restated Master Note Facility ("Amended Note Facility"), the Company may request from time to time during a three-year period ending January 4, 2022, the issuance of up to $150 million of additional senior promissory notes. There were no amounts borrowed under the Amended Note Facility as of March 31, 2019.
Both the Amended Note Purchase Agreement and Amended Note Facility require MSA to comply with specified financial covenants, including a requirement to maintain a minimum fixed charges coverage ratio of not less than 1.50 to 1.00 and a consolidated leverage ratio not to exceed 3.50 to 1.00; except during an acquisition period in which case the consolidated net leverage ratio shall not exceed 4.00 to 1.00; in each case calculated on the basis of the trailing four fiscal quarters. In addition, the Amended Note Purchase Agreement and Amended Note Facility both contain negative covenants limiting the ability of MSA and its subsidiaries to incur additional indebtedness or issue guarantees, create or incur liens, make loans and investments, make acquisitions, transfer or sell assets, enter into transactions with affiliated parties, make changes in its organizational documents that are materially adverse to lenders or modify the nature of MSA's or its subsidiaries' business. However, the covenants contained in the Amended Note Facility do not apply until promissory notes are issued.
The revolving credit facilities require the Company to comply with specified financial covenants. In addition, the credit facilities contain negative covenants limiting the ability of the Company and its subsidiaries to enter into specified transactions. The Company was in compliance with all covenants at March 31, 2019.
The Company had outstanding bank guarantees and standby letters of credit with banks as of March 31, 2019, totaling $10.2 million, of which $2.7 million relate to the senior revolving credit facility. The letters of credit serve to cover customer requirements in connection with certain sales orders and insurance companies. The full amount of the letters of credit remains unused and available at of March 31, 2019. The Company is also required to provide cash collateral in connection with certain arrangements. At March 31, 2019, the Company has $0.6 million of restricted cash in support of these arrangements.
Note 13—Goodwill and Intangible Assets
Changes in goodwill during the three months ended March 31, 2019 are as follows:
(In thousands)
Goodwill
Balance at January 1, 2019
$
413,640

Currency translation
1,614

Balance at March 31, 2019
$
415,254

At March 31, 2019, the Company had goodwill of $273.2 million and $142.1 million related to the Americas and International reportable segments, respectively.
Changes in intangible assets, net of accumulated amortization during the three months ended March 31, 2019, are as follows:
(In thousands)
Intangible Assets
Net balance at January 1, 2019
$
169,515

Amortization expense
(2,613
)
Currency translation
1,148

Net balance at March 31, 2019
$
168,050

At March 31, 2019, the Company had a trade name with an indefinite life totaling $60.0 million.

-16-



Note 14—Leases
Effective January 1, 2019, we implemented ASU 2016-02, Leases, which amended authoritative guidance on leases and is codified in ASC Topic 842. The amended guidance requires lessees to recognize most leases on their balance sheets as right-of-use assets along with corresponding lease liabilities. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. The FASB's authoritative guidance provides companies with the option to apply this ASU to new and existing leases within the scope of the guidance as of the beginning of the period of adoption. We elected this transition method of applying the new standard and have recognized right-of-use assets and lease liabilities as of January 1, 2019. Prior period amounts were not adjusted and will continue to be reported under the accounting standards in effect for those periods. The adoption of this standard had a material impact on our unaudited Condensed Consolidated Balance Sheet as of March 31, 2019 due to the capitalization of right-of-use assets and lease liabilities associated with our current operating leases in which we are the lessee. Adoption of the new standard resulted in the recording of additional right-of-use assets and lease liabilities of approximately $54 million and $54 million, respectively, as of January 1, 2019.
Upon adoption of the new standard on January 1, 2019, we elected the package of practical expedients provided under the guidance. The practical expedient package applies to leases that commenced prior to adoption of the new standard and permits companies not to reassess whether existing or expired contracts are or contain a lease, the lease classification and any initial direct costs for existing leases. We have elected to not separate the lease and non-lease components within our lease contracts. Therefore, all fixed costs associated with the lease are included in the right-of-use asset and the lease liability. These costs often relate to the payments for a proportionate share of real estate taxes, insurance, common area maintenance and other operating costs in addition to base rent. We did not elect the hindsight practical expedient.
At the inception of our contracts we determine if the contract is or contains a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Right-of-use assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at commencement. The discount rate for leases is based on the Company's incremental borrowing rate ("IBR"). Our IBR reflects a fully secured rate based on our credit rating, taking into consideration the repayment timing of the lease and any impacts due to the economic environment in which the lease operates.
Lease right-of-use assets and liabilities are recognized based on the present value of the fixed future lease payments over the lease term. Lease expense for all operating leases is classified in cost of products sold or selling, general and administrative expense in the unaudited Condensed Consolidated Statement of Income. 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.
As a lessee, we have various operating lease agreements primarily related to real estate, vehicles and office and plant equipment. Our lease payments are largely fixed. Variable lease payments that depend on an index or a rate are included in the lease payments and are measured using the prevailing index or rate at the measurement date, with differences between the calculated lease payment and the actual lease payment being expensed in the period of the change. Other variable lease payments, including utilities, consumption and common area maintenance as well as repairs, maintenance and mileage overages on vehicles, are expensed during the period incurred. Variable lease costs were immaterial for the three months ended March 31, 2019. A majority of our real estate leases include options to extend the lease and options to early terminate the lease. Leases with an early termination option generally involve a termination payment. If we are reasonably certain to exercise an option to extend a lease, the extension period is included as part of the right-of-use asset and the lease liability. Some of our leases contain residual value guarantees. These are guarantees made to the lessor that the value of an underlying asset returned to the lessor at the end of a lease will be at least a specified amount. Our leases do not contain restrictions or covenants that restrict us from incurring other financial obligations. We do not have any significant leases not yet commenced.
For our leases, we have elected to not apply the recognition requirements to leases of less than twelve months. These leases are expensed on a straight-line basis and are not included within the Company's operating lease asset or liability. Lease costs associated with leases of less than twelve months were immaterial for the three months ended March 31, 2019. We did not have any lease transactions with related parties.

-17-



 
 
 
 
Other Information
 
 
 
 
Three Months Ended March 31,
(In thousands, except percentage amounts)
 
2019
Lease cost:
 
 
 
 
Operating lease cost recognized as rent expense
 
$
3,263

 
 
Total lease cost
 
3,263

 
 
 
 
 
Cash paid for amounts included in the measurement of lease liabilities:
 
 
Operating cash flows related to operating leases
 
$
3,425

 
 
 
 
 
Non-cash other information:
 
 
Right-of-use assets obtained in exchange for new operating lease liabilities
 
$
1,883

 
 
 
 
 
Weighted-average remaining lease term (in years):
 
 
Operating leases
 
12

 
 
 
 
 
Weighted-average discount rate:
 
 
Operating leases
 
4.29
%
At March 31, 2019, future lease payments under operating leases were as follows:
 
 
 
 
(In thousands)
 
 
Operating Leases
 
 
 
 
Remainder of 2019
 
 
$
8,852

2020
 
 
8,941

2021
 
 
6,988

2022
 
 
4,294

2023
 
 
3,843

After 2023
 
 
32,744

Total lease payments
 
 
$
65,662

Less: Interest
 
 
13,870

Present value of operating lease liabilities
 
 
51,792

Less: Current operating lease liabilities(a)
 
 
9,830

Noncurrent operating lease liabilities
 
 
$
41,962

(a) Included in "Warranty reserve and other current liabilities" on the unaudited Condensed Consolidated Balance Sheet.

-18-



Note 15—Pensions and Other Post-retirement Benefits
Components of net periodic benefit cost consisted of the following:
 
 
Pension Benefits
 
Other Benefits
(In thousands)
 
2019
 
2018
 
2019
 
2018
Three Months Ended March 31,
 
 
 
 
 
 
 
 
Service cost
 
$
2,423

 
$
2,891

 
$
89

 
$
101

Interest cost
 
4,705

 
4,219

 
249

 
221

Expected return on plan assets
 
(9,653
)
 
(9,096
)
 

 

Amortization of prior service credit
 
(4
)
 
(6
)
 
(101
)
 
(77
)
Recognized net actuarial losses
 
2,577

 
3,453

 
217

 
25

Settlement/curtailment loss (credit)
 

 
27

 

 
(141
)
Net periodic benefit cost(a)
 
48

 
1,488

 
454

 
129

(a) Components of net periodic benefit cost other than service cost are included in the line item "Other income, net" in the unaudited Condensed Consolidated Statements of Income.
We made contributions of $1.8 million and $1.2 million to our pension plans during the three months ended March 31, 2019 and 2018, respectively. We expect to make total contributions of approximately $7.1 million to our pension plans in 2019 which are primarily associated with our International segment.
Note 16—Derivative Financial Instruments
As part of our currency exchange rate risk management strategy, we may enter into certain derivative foreign currency forward contracts that do not meet the U.S. GAAP criteria for hedge accounting, but which have the impact of partially offsetting certain foreign currency exposures. We account for these forward contracts at fair value and report the related gains or losses in currency exchange losses, net, in the unaudited Condensed Consolidated Statement of Income. The notional amount of open forward contracts was $76.4 million and $72.4 million at March 31, 2019, and December 31, 2018, respectively.
The following table presents the unaudited Condensed Consolidated Balance Sheet location and fair value of assets and liabilities associated with derivative financial instruments:
(In thousands)
 
March 31, 2019
 
December 31, 2018
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign exchange contracts: other current liabilities
 
$
1,201

 
$
12

Foreign exchange contracts: other current assets
 
36

 
488

The following table presents the unaudited Condensed Consolidated Statement of Income location and impact of derivative financial instruments:
 
 
 
 
Loss (Gain) Recognized in Income
 
 
 
 
Three Months Ended March 31,
(In thousands)
 
Statement of Income Location
 
2019
 
2018
Derivatives not designated as hedging instruments:
 
 
 
 
Foreign exchange contracts
 
Currency exchange losses, net
 
$
1,262

 
$
(2,875
)

-19-



Note 17—Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:
Level 1—Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3—Unobservable inputs for the asset or liability.
The valuation methodologies we used to measure financial assets and liabilities include the derivative financial instruments described in Note 16—Derivative Financial Instruments. We estimate the fair value of the derivative financial instruments, consisting of foreign currency forward contracts, based upon valuation models with inputs that generally can be verified by observable market conditions and do not involve significant management judgment. Accordingly, the fair values of the derivative financial instruments are classified within Level 2 of the fair value hierarchy.
We value our investments in marketable securities, primarily fixed income, at fair value using quoted market prices for similar securities or pricing models. Accordingly, the fair values of the investments are classified within Level 2 of the fair value hierarchy. The amortized cost basis of our investments was $73.5 million and $55.4 million as of March 31, 2019 and December 31, 2018, respectively. The fair value was $73.6 million and $55.1 million as of March 31, 2019 and December 31, 2018, respectively, which was reported in "Investments, short-term" in the accompanying unaudited Condensed Consolidated Balance Sheet. The change in fair value is recorded in other comprehensive income, net of tax. The Company does not intend to sell, nor is it more likely than not that we will be required to sell, these securities prior to recovery of their cost, as such, management believes that any unrealized gains or losses are temporary; therefore, no impairment gains or losses relating to these securities have been recognized.  All investments in marketable securities have maturities of one year or less and are currently in an unrealized loss position as of March 31, 2019.
With the exception of fixed rate long-term debt, we believe that the reported carrying amounts of our financial assets and liabilities approximate their fair values. The reported carrying amount of our fixed rate long-term debt (including the current portion) was $131.5 million and $130.0 million at March 31, 2019, and December 31, 2018, respectively. The fair value of this debt was $144.7 million and $139.0 million at March 31, 2019, and December 31, 2018, respectively. The fair value of this debt was determined using Level 2 inputs by evaluating similarly rated companies with publicly traded bonds where available or current borrowing rates available for financings with similar terms and maturities.
Note 18—Contingencies
Product liability

We 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. 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. The Company estimates its liability for single incident product liability claims based on expected settlement costs for asserted single incident product liability claims, and an estimate of costs for single incident product liability claims incurred but not reported ("IBNR"). The estimate for IBNR claims is based on experience, sales volumes, and other relevant information. The reserve for single incident product liability claims, which includes asserted single incident product liability claims and IBNR single incident product liability claims, was $3.5 million and $3.6 million at March 31, 2019 and December 31, 2018, respectively. Single incident product liability expense was $0.2 million during the three months ended March 31, 2019 and $0.3 million during the three months ended March 31, 2018. Single incident product liability exposures are evaluated on an annual basis, or more frequently if changing circumstances warrant. Adjustments are made to the reserve as appropriate.

-20-



Cumulative trauma product liability claims. Cumulative trauma product liability claims involve 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. One of the Company's affiliates Mine Safety Appliances Company, LLC ("MSA LLC") was named as a defendant in 1,481 lawsuits comprised of 2,371 claims as of March 31, 2019. These lawsuits mainly involve respiratory protection products allegedly manufactured and sold by MSA LLC or its predecessors. The products at issue were manufactured many years ago and are not currently offered by MSA LLC.
A summary of cumulative trauma product liability lawsuits and asserted cumulative trauma product liability claims activity is as follows:
 
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
Open lawsuits, beginning of period
 
1,481

 
1,420

New lawsuits
 
70

 
369

Settled and dismissed lawsuits
 
(70
)
 
(308
)
Open lawsuits, end of period
 
1,481

 
1,481

 
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
Asserted claims, beginning of period
 
2,355

 
2,242

New claims
 
87

 
479

Settled and dismissed claims
 
(71
)
 
(366
)
Asserted claims, end of period
 
2,371

 
2,355

More than half of the open lawsuits at March 31, 2019, have had a de minimis level of activity over the last 5 years. It is possible that these cases could become active again at any time due to changes in circumstances.
Cumulative trauma product liability litigation is inherently unpredictable and MSA LLC's expense with respect to cumulative trauma product liability claims could vary significantly in future periods. Factors that limit MSA LLC's ability to estimate potential liability for cumulative trauma product liability claims include low volumes in the number of claims asserted and resolved (both in general and with respect to particular plaintiffs’ counsel as claims experience can vary significantly among different counsel), inconsistency of claims composition, uncertainty as to if and over what time periods claims might be asserted in the future, and other factors. With respect to the risk associated with any particular case that is filed against MSA LLC, it has typically not been until very late in the legal process that it can be reasonably determined whether it is probable that such a case will ultimately result in a liability. This uncertainty is caused by many factors, including consideration of the applicable statute of limitations, the sufficiency of product identification and other defenses. The complaints initially filed generally have not provided information sufficient to determine if a lawsuit will develop into an actively litigated case. Even when a case is actively litigated, it is often difficult to determine if the lawsuit will be dismissed or otherwise resolved until late in the lawsuit. Moreover, even if it is probable that such a lawsuit will result in a loss, it is often difficult to estimate the amount of actual loss that will be incurred. These actual loss amounts are highly variable and turn on a case-by-case analysis of the relevant facts, including the nature of the injury, the jurisdiction in which the claim is filed, the counsel for the plaintiff and the number of parties in the lawsuit. In addition, there are uncertainties concerning the impact of bankruptcies of other companies that are co-defendants with respect to particular claims and uncertainties surrounding the litigation process in different jurisdictions and from case to case within a particular jurisdiction.
Management works with outside legal counsel quarterly to review and assess MSA LLC's exposure to asserted cumulative trauma product liability claims not yet resolved. In addition, in connection with finalizing and reporting its results of operations, management works annually (unless significant changes in trends or new developments warrant an earlier review) with an outside valuation consultant and outside legal counsel to review MSA LLC's exposure to all cumulative trauma product liability claims. The review process for asserted cumulative trauma product liability claims not yet resolved takes into account available facts for those claims, including their number and composition, outcomes of matters resolved during current and prior periods, and variances associated with different groups of claims, plaintiffs' counsel, claims filing trends, and venues, as well as any other relevant information.


-21-



In August 2017, MSA LLC obtained additional detailed information about a significant number of claims that were then pending against it, including the nature and extent of the alleged injuries, product identification and other factors. MSA LLC subsequently agreed to resolve a substantial number of these claims for $75.2 million, a portion of which was insured. Amounts in excess of estimated insurance recoveries were reflected within Product liability expense in the unaudited Condensed Consolidated Statement of Income. MSA LLC paid a total of $28.6 million during 2018 and $14.3 million during the three months ended March 31, 2019, related to these settlements. MSA LLC expects to pay the final $7.1 million in the second quarter of 2019.

There remains considerable uncertainty in numerous aspects of MSA LLC's potential future claims experience, such as with respect to the number of claims that might be asserted, the alleged severity of those claims and the average settlement values of those claims, and that uncertainty may cause actual claims experience in the future to vary from the current estimate. Numerous uncertainties also exist with respect to factors not specific to MSA LLC’s claims experience, including potential legislative or judicial changes at the federal level or in key states concerning claims adjudication, future bankruptcy proceedings involving key co-defendants, payments from trusts established to compensate claimants, and/or changes in medical science relating to the diagnosis and treatment of cumulative trauma product liability claims. If future estimates of asserted cumulative trauma product liability claims not yet resolved and/or incurred but not reported ("IBNR") cumulative trauma product liability claims are materially higher (lower) than the accrued liability, we will record an appropriate charge (credit) to the unaudited Condensed Consolidated Statement of Income to increase (decrease) the accrued liability.

Certain significant assumptions underlying the material components of the accrual for IBNR cumulative trauma product liability claims include MSA LLC's experience related to the following:

The types of illnesses alleged by claimants to give rise to their claims;

The number of claims asserted against MSA LLC;

The propensity of claimants and their counsel asserting cumulative trauma product liability claims to name MSA LLC as a defendant;

The percentage of cumulative trauma product liability claims asserted against MSA LLC that are dismissed without payment;

The average value of settlements paid to claimants; and

The jurisdiction in which claims are asserted.

Additional assumptions include the following:

MSA LLC will continue to evaluate and handle cumulative trauma product liability claims in accordance with its existing defense strategy;

The number and effect of co-defendant bankruptcies will not materially change in the future;

No material changes in medical science occur with respect to cumulative trauma product liability claims; and

No material changes in law occur with respect to cumulative trauma product liability claims including, in particular, no material state or federal tort reform actions affecting such claims.

-22-



Total cumulative trauma product liability reserve was $170.7 million at March 31, 2019, including $16.7 million for claims settled but not yet paid and related defense costs, and $187.3 million at December 31, 2018, including $24.5 million for claims settled but not yet paid and related defense costs. This reserve includes estimated amounts for asserted claims not yet resolved and IBNR claims. The amount included in the reserve for IBNR cumulative trauma product liability claims represents the estimated value of such claims if the most likely potential outcome with respect to each of the assumptions described above is applied. Those estimated amounts reflect asbestos, silica and coal dust claims expected to be asserted through the year 2069 and are not discounted to present value. The Company revised its estimates of MSA LLC's potential liability for cumulative trauma product liability claims for the year ended December 31, 2018 as a result of its annual review process. The revisions to the Company’s estimates of potential liability for cumulative trauma product liability claims are based on an assessment of trends in the tort system generally and changes in MSA LLC’s claims experience over the past year, including the number of claims asserted, average value of settlements paid to claimants, the number and percentage of claims resolved with payment, the jurisdiction in which claims are asserted, and the counsel asserting such claims. The reserve does not include amounts which will be spent to defend the claims covered by the reserve. Defense costs are recognized in the unaudited Condensed Consolidated Statement of Income as incurred. There was no interim remeasurement of the cumulative trauma product liability reserve as of March 31, 2019.
At March 31, 2019, $22.4 million of the total reserve for cumulative trauma product liability claims is recorded in the Insurance and product liability line within other current liabilities in the unaudited Condensed Consolidated Balance Sheet and the remainder, $148.3 million, is recorded in the Product liability and other noncurrent liabilities line. At December 31, 2018, $38.8 million of the total reserve for cumulative trauma product liability claims is recorded in the Insurance and product liability line within other current liabilities in the unaudited Condensed Consolidated Balance Sheet and the remainder, $148.5 million, is recorded in the Product liability and other noncurrent liabilities line.
Because litigation is subject to inherent uncertainties, and unfavorable rulings or developments could occur, there can be no certainty that MSA LLC may not ultimately incur charges in excess of presently recorded liabilities. The reserve for liabilities relating to cumulative trauma product liability claims may be adjusted from time to time based on whether the actual number, types, and settlement value of claims differs from current projections and estimates and other developing facts and circumstances. These adjustments may reflect changes in estimates for asserted cumulative trauma product liability claims not yet resolved and/or IBNR cumulative trauma product liability claims. These adjustments may be material and could materially impact our consolidated financial statements in future periods.
Insurance Receivable and Notes Receivable, Insurance Companies
In the normal course of business, MSA LLC makes payments to settle various claims and for related defense costs and records receivables for the estimated amounts that are covered by insurance. With respect to cumulative trauma product liability claims, MSA LLC purchased insurance policies for the policy years from 1952-1986 from over 20 different insurance carriers that, subject to some common contract exclusions, provided coverage for cumulative trauma product liability losses and, in many instances, related defense costs (the "Occurrence-Based Policies"). The Occurrence-Based Policies have significant per claim retentions and applicable exclusions for cumulative trauma product liability claims after April 1986. While we continue to pursue reimbursement under certain policies, the vast majority of these insurance policies have been exhausted, settled or converted into negotiated coverage-in-place agreements with the applicable insurers (the "Coverage-In-Place Agreements"). As a result, MSA LLC is now largely self-insured for cumulative trauma product liability claims.
Since MSA LLC is now largely self-insured for cumulative trauma product liability claims, additional amounts recorded as insurance receivables will be limited and based on calculating the amounts to be reimbursed pursuant to negotiated Coverage-In-Place Agreements. Various factors could affect the timing and amount of recovery of the insurance receivables, including assumptions regarding claims composition (which are relevant to calculating reimbursement under the terms of certain Coverage-In-Place Agreements) and the extent to which the issuing insurers may become insolvent in the future.
Insurance receivables at March 31, 2019, totaled $64.1 million, of which, $11.5 million is reported in Prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheet and $52.6 million is reported in Insurance receivable and other noncurrent assets. Insurance receivables at December 31, 2018, totaled $71.7 million, of which $14.8 million was reported in Prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheet and $56.9 million was reported in Insurance receivable and other noncurrent assets. The vast majority of the $64.1 million insurance receivable balance at March 31, 2019 is attributable to reimbursement believed to be due under the terms of signed Coverage-In-Place Agreements.

-23-



A summary of Insurance receivable balances and activity related to cumulative trauma product liability losses is as follows:
(In millions)
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
Balance beginning of period
 
$
71.7

 
$
134.7

Additions
 
0.5

 
19.6

Collections, settlements converted to notes receivable and other adjustments
 
(8.1
)
 
(82.6
)
Balance end of period
 
$
64.1

 
$
71.7

Additions to insurance receivables in the above table represent insured cumulative trauma product liability losses and related defense costs which we believe are covered by the Occurrence-Based Policies or applicable Coverage-in-Place Agreements. Collections of the receivables primarily occur pursuant to the terms of negotiated agreements with the insurance companies, either in a lump sum, in installments over time, or to reimburse a portion of future expense once incurred (i.e. pursuant to a Coverage-In-Place Agreement).
In some cases, payment streams due pursuant to negotiated settlement agreements were converted to formal notes receivable from insurance companies. The notes receivable were recorded as a transfer from the Insurance receivable balance to the Notes receivable, insurance companies (current and noncurrent) in the unaudited Condensed Consolidated Balance Sheet. In cases where the payment stream covers multiple years and there were no contingencies, the present value of the payments was recorded as a transfer from the insurance receivable balance to the Notes receivable, insurance companies (current and long-term) in the unaudited Condensed Consolidated Balance Sheet. Provided the remaining insurance receivable was recoverable through the insurance carriers, no gain or loss was recognized at the time of transfer from Insurance receivable to Notes receivable, insurance companies.
Notes receivable from insurance companies at March 31, 2019, totaled $60.0 million, of which $3.6 million is reported in Notes receivable, insurance companies, current on the unaudited Condensed Consolidated Balance Sheet and $56.4 million is reported in Notes receivable, insurance companies, noncurrent. Notes receivable from insurance companies at December 31, 2018, totaled $59.6 million, of which $3.6 million was reported in Notes receivable, insurance companies, current in the unaudited Condensed Consolidated Balance Sheet and $56.0 million was reported in Notes receivable, insurance companies, noncurrent.
A summary of Notes receivable, insurance companies balances is as follows:
(In millions)
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
Balance beginning of period
 
$
59.6

 
$
76.9

Additions
 
0.4

 
1.7

Collections
 

 
(19.0
)
Balance end of period
 
$
60.0

 
$
59.6

The collectibility of MSA LLC's insurance receivables and notes receivable is regularly evaluated and we believe that the amounts recorded are probable of collection. The determination that the recorded insurance receivables are probable of collection is based on the terms of the settlement agreements reached with the insurers, assumptions regarding various aspects of the composition of future claims (which are relevant to calculating reimbursement under the terms of certain Coverage-In-Place Agreements), the financial ability of the insurance carriers to pay the claims, and the advice of MSA LLC's outside legal counsel.
Total cumulative trauma liability losses were $3.3 million and $3.2 million for the three months ended March 31, 2019 and March 31, 2018, respectively, primarily related to the defense of cumulative trauma product liability claims. Uninsured cumulative trauma product liability losses, which were included in Product liability expense in the unaudited Condensed Consolidated Statement of Income, were $2.8 million for both the three months ended March 31, 2019 and March 31, 2018.

-24-



Insurance Litigation
For more than a decade, MSA LLC was engaged in coverage litigation with many of its insurance carriers that issued Occurrence-Based Policies. In July 2010, MSA LLC (as Mine Safety Appliances Company) filed a lawsuit in the Superior Court of the State of Delaware seeking declaratory and other relief concerning the future rights and obligations of MSA LLC and its excess insurance carriers under various insurance policies. During the same time period, MSA LLC was also engaged in coverage disputes with The North River Insurance Company (“North River”) in various courts. Since 2010, MSA LLC reached negotiated resolutions with the vast majority of the insurance carriers once in litigation, including the July 2018 settlement with North River disclosed below.

In July 2018, MSA LLC resolved through a negotiated settlement its remaining coverage litigation with North River. As part of this settlement in October 2018, MSA LLC dismissed all claims and appeals against North River in each of the pending coverage actions. This represents a settlement with MSA LLC’s last major Occurrence-Based insurance carrier. Payment under this negotiated settlement was received in the third quarter of 2018 and was accounted for as a reduction of the insurance receivable balance.


Product Warranty
The Company provides warranties on certain product sales. Product warranty reserves are established in the same period that revenue from the sale of the related products is recognized, or in the period that a specific issue arises as to the functionality of a Company's product. The determination of such reserves requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty.
The amounts of the reserves are based on established terms and the Company's best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. If actual return rates and/or repair and replacement costs differ significantly from estimates, adjustments to recognize additional cost of sales may be required in future periods.
The following table reconciles the changes in the Company's accrued warranty reserve:
(In thousands)
 
Three Months Ended March 31, 2019
 
Year Ended December 31, 2018
Beginning warranty reserve
 
$
14,214

 
$
14,753

Warranty payments
 
(3,198
)
 
(9,955
)
Warranty claims
 
301

 
10,585

Provision for product warranties and other adjustments
 
2,423

 
(1,169
)
Ending warranty reserve
 
$
13,740

 
$
14,214

Warranty expense was $2.7 million and $2.6 million for the three months ended March 31, 2019 and 2018, respectively.


-25-



Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information included elsewhere in this quarterly report on Form 10-Q. This discussion may contain forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of our annual report entitled “Forward-Looking Statements” and “Risk Factors.”
BUSINESS OVERVIEW
We are a 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 ("OGP"), fire service, construction, utilities and mining industries. MSA's core products include fixed gas and flame detection systems, breathing apparatus where self-contained breathing apparatus ("SCBA") is the principal product, portable gas detection instruments, industrial head protection products, firefighter helmets and protective apparel, and fall protection devices. We are committed to providing our customers with service unmatched in the safety industry and, in the process, enhancing our ability to provide a growing line of safety solutions for customers in key global markets.
We tailor our product offerings and distribution strategy to satisfy distinct customer preferences that vary across geographic regions. To best serve these customer preferences, we have organized our business into seven geographical operating segments that are aggregated into three reportable geographic segments: Americas, International and Corporate. In 2018, 63% and 37% of our net sales were made by our Americas and International segments, respectively.
Americas. Our largest manufacturing and research and development facilities are located in the United States (U.S.). We serve our markets across the Americas with manufacturing facilities in the U.S., Mexico and Brazil. Operations in other Americas segment countries focus primarily on sales and distribution in their respective home country markets.
International. Our International segment includes companies in Europe, the Middle East, Africa and the Asia Pacific region, some of which are in developing regions of the world. In our largest International affiliates (in Germany, France, United Kingdom (U.K.), Ireland and China), we develop, manufacture and sell a wide variety of products. In China, the products manufactured are sold primarily in the home country as well as in regional markets. Operations in other International segment countries focus primarily on sales and distribution in their respective home country markets. Although some of these companies may perform limited production, most of their sales are of products manufactured in our plants in Germany, France, the U.S., U.K., Ireland and China, or are purchased from third-party vendors. During the three months ended March 31, 2019, a plan to close our South Africa affiliates was approved as part of our footprint rationalization but we will continue to serve the Africa region through our channel partners.
Corporate. The Corporate segment primarily consists of general and administrative expenses incurred in our corporate headquarters, costs associated with corporate development initiatives, legal expense, interest expense, foreign exchange gains or losses and other centrally-managed costs. Corporate general and administrative costs comprise the majority of the expense in the Corporate segment.
In March 2019, we entered into a definitive agreement to acquire California-based Sierra Monitor Corporation ("SRMC") in an all-cash transaction valued at approximately $33 million. The acquisition accelerates MSA’s strategy to enhance worker safety through the use of cloud technology and wireless connectivity, while supplementing the Company’s organic investments in software-as-a-service applications, including its recently established Safety io subsidiary. Additionally, SRMC's FGFD line enables us to better serve end markets where we do not have leading positions. The transaction is expected to close in the second quarter of 2019, subject to customary closing conditions. With approximately 85 percent of its revenue from the U.S. and Canada, SRMC’s financial results will be primarily reflected in our Americas segment.

-26-



PRINCIPAL PRODUCTS
The following is a brief description of each of our principal product categories:
MSA's corporate strategy includes a focus on driving sales of core products where we have leading market positions and a distinct competitive advantage. Core products, as mentioned above, include fixed gas and flame detection instruments, breathing apparatus where SCBA is the principal product, portable gas detection instruments, industrial head protection products, firefighter helmets and protective apparel, and fall protection devices. These products receive the highest levels of investment and resources as they typically realize higher levels of return on investment than non-core products. Core products comprised approximately 88% of sales for both the three months ended March 31, 2019 and 2018.
MSA maintains a portfolio of non-core products. Non-core products reinforce and extend the core offerings, drawing upon our customer relationships, distribution channels, geographical presence and technical experience. These products are complementary to the core offerings and have their roots within the core product value chain. Key non-core products include respirators, eye and face protection, ballistic helmets and gas masks. Ballistic helmet and gas mask sales are the primary sales to our military customers and were approximately $9.3 million and $10.2 million globally during the three months ended March 31, 2019 and 2018, respectively.
A detailed listing of our significant product offerings in the aforementioned product groups above is included in MSA's Annual Report on Form 10-K for the year ended December 31, 2018.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2019, Compared to Three Months Ended March 31, 2018
Net Sales. Net sales for the three months ended March 31, 2019, were $326.0 million compared to $325.9 million for the three months ended March 31, 2018. Please refer to the Net Sales table for a reconciliation of the quarter over quarter sales change.
Net Sales
Three Months Ended March 31,
 
Dollar
Increase/ (Decrease)
 
Percent
Increase/(Decrease)
(In millions, except percentage amounts)
2019
 
2018
 
Consolidated
$326.0
 
$325.9
 
$0.1
 
—%
Americas
213.7
 
209.1
 
4.6
 
2.2%
International
112.3
 
116.8
 
(4.5)
 
(3.9)%
Net Sales
Three Months Ended March 31, 2019 versus March 31, 2018
(Percent Change)
Americas
International
Consolidated
GAAP reported sales change
2.2%
(3.9)%
—%
Currency translation effects
(1.1)%
(7.4)%
(3.4)%
Constant currency sales change
3.3%
3.5%
3.4%
Note: 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. Constant currency sales change is calculated by removing the percentage impact of currency translation effects from the overall percentage change in net sales.
Net sales for the Americas segment were $213.7 million for the three months ended March 31, 2019, an increase of $4.6 million, or 2%, compared to $209.1 million for the same period in 2018 due to stronger core product sales. During the three months ended March 31, 2019, constant currency sales in the Americas segment increased 3% compared to the prior year period, driven primarily by growth across our portfolio with notable strength in fall protection on new product launches.
Net sales for the International segment were $112.3 million for the three months ended March 31, 2019, a decrease of $4.5 million, or 4%, compared to $116.8 million for the same period in 2018. During the three months ended March 31, 2019, constant currency sales in the International segment increased 4% compared to the prior year period, as we recognized higher sales throughout our product portfolio, driven by stronger demand in Europe and China partially offset by weaker results in the Middle East.

Our book to bill ratio was 107% in the quarter and backlog, which can fluctuate due to seasonality in our business, remains strong headed into the second quarter. Depending upon our overall order activity, we expect to reduce our
backlog in the second half of 2019.


-27-




We continue to target mid-single digit constant currency revenue growth for 2019.
Gross profit. Gross profit for the three months ended March 31, 2019, was $150.0 million, an increase of $2.7 million, or 2%, compared to $147.3 million for the same period in 2018. The ratio of gross profit to net sales was 46.0% during the three months ended March 31, 2019, compared to 45.2% in the same period last year. The higher gross profit ratio during the current period is primarily attributable to new product launches and pricing initiatives.
Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses were $78.4 million during the three months ended March 31, 2019, a decrease of $1.8 million or 2%, compared to $80.3 million during the same period in 2018. Overall, SG&A expenses were 24.1% of net sales during the three months ended March 31, 2019, compared to 24.6% of net sales during the same period in 2018. Our continued focus on cost control held constant currency SG&A expenses growth to 1% allowing us to leverage the 3% constant currency revenue growth from the prior year. 
Selling, general, and administrative expenses
Three Months Ended March 31, 2019 versus March 31, 2018
(Percent Change)
Consolidated
GAAP reported change
(2.3)%
Less: Currency translation effects
(3.2)%
Constant currency change
0.9%
Note: Constant currency change is a non-GAAP financial measure provided by the Company to give a better understanding of the Company's underlying business performance. Constant currency change in selling, general, and administrative expenses is calculated by deducting the percentage impact from currency translation effects from the overall percentage change in selling, general, and administrative expense. Management believes excluding currency translation effects provides investors with a greater level of clarity into spending levels on a year-over-year basis.
Research and development expense. Research and development expense was $13.7 million during the three months ended March 31, 2019, an increase of $1.2 million, or 9%, compared to $12.5 million during the same period in 2018. Research and development expense was 4.2% of net sales during the three months ended March 31, 2019, compared to 3.9% of net sales during the same period in 2018. We continue to develop new products for global safety markets, including the newly unveiled MSA connected firefighter product powered by LUNAR, which was introduced in early 2019, as well as the V Series product family of fall protection for the industrial market. During three months ended March 31, 2019, we capitalized $0.8 million of software development costs.
Restructuring. During the three months ended March 31, 2019, the Company recorded restructuring charges of $5.8 million, related to footprint rationalization and other restructuring programs associated with our ongoing initiatives to drive profitable growth in our International segment. These programs are expected to be executed in the second, third and fourth quarters of 2019. These activities are expected to provide $4 million to $5 million of annual savings, beginning in late 2019 and into 2020. This compared to restructuring charges of $5.3 million during the same period in 2018, primarily related to the legal and operational realignment of our U.S. and Canadian operations and severance costs for staff reductions associated with our ongoing initiatives to drive profitable growth in Europe.
Currency exchange. Currency exchange losses were $17.0 million in the three months ended March 31, 2019, compared to $2.0 million during the same period in 2018. The increase in currency exchange losses was primarily due to the recognition of non-cash cumulative translation losses of approximately $15.4 million during the first quarter of 2019 as a result of the approval of our plan to close our South Africa affiliates. This charge is related to the historical translation of the elements of the financial statements for the business from the functional currency to the U.S. Dollar. The translation impact has been historically recorded as currency translation adjustment (“CTA”), a separate component of accumulated other comprehensive loss within the equity section of the unaudited Condensed Consolidated Balance Sheet. The remaining currency exchange losses in both periods were related to foreign currency exposure on unsettled inter-company balances. Refer to Note 16—Derivative Financial Instruments to the unaudited condensed consolidated financial statements in Part I Item I of this Form 10-Q for information regarding our currency exchange rate risk management strategy.
Product liability expense. Product liability expense for the three months ended March 31, 2019, was $2.9 million, compared to $2.8 million during the same period in 2018. Product liability expense in both periods were related primarily to defense costs for uninsured asserted cumulative trauma product liability claims.
GAAP operating income. Consolidated operating income for the three months ended March 31, 2019, was $32.2 million compared to operating income of $44.4 million in the same period in 2018. The decrease in operating results was primarily driven by currency exchange losses as discussed above, partially offset by our continued focus on controlled spending.

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Adjusted operating income. Americas adjusted operating income for the three months ended March 31, 2019, was $54.8 million, an increase of $4.7 million, or 9%, compared to $50.1 million during the same period in 2018. The increase was related to the higher level of sales and improved margins driven primarily by new product launches and pricing initiatives as well as our continued focus on controlled spending.
International adjusted operating income for the three months ended March 31, 2019, was $11.0 million, a decrease of $1.8 million, or 14%, compared to $12.8 million during the same period in 2018. The decrease in adjusted operating income is primarily attributable to a lower level of sales volumes in the Middle East.
Corporate segment adjusted operating loss for the three months ended March 31, 2019, was $7.5 million, a decrease of $0.7 million, or 8%, compared to an adjusted operating loss of $8.2 million during the same period in 2018, reflecting lower compensation and legal expense.
The following tables represent a reconciliation from GAAP operating income to adjusted operating income (loss) and adjusted EBITDA. Adjusted operating margin % is calculated as adjusted operating income (loss) divided by net sales and adjusted EBITDA margin % is calculated as adjusted EBITDA divided by net sales.
 
Three Months Ended March 31, 2019
(In thousands, except percentage amounts)
Americas
International
Corporate
Consolidated
Net sales
$
213,687

$
112,351

$

$
326,038

GAAP operating income
 
 
 
32,160

Restructuring charges (Note 4)
 
 
 
5,831

Currency exchange losses, net (Note 6)
 
 
 
16,961

Product liability expense (Note 18)
 
 
 
2,896

Strategic transaction costs
 
 
 
456

Adjusted operating income (loss)
54,803

11,040

(7,539
)
58,304

Adjusted operating margin %
25.6
%
9.8
%
 
 
Depreciation and amortization
 
 
 
9,326

Adjusted EBITDA
60,900

14,171

(7,441
)
67,630

Adjusted EBITDA %
28.5
%
12.6
%
 
 
 
Three Months Ended March 31, 2018
(In thousands, except percentage amounts)
Americas
International
Corporate
Consolidated
Net sales
$
209,129

$
116,765

$

$
325,894

GAAP operating income
 
 
 
44,435

Restructuring charges (Note 4)
 
 
 
5,274

Currency exchange losses, net (Note 6)
 
 
 
2,008

Product liability expense (Note 18)
 
 
 
2,824

Strategic transaction costs
 
 
 
94

Adjusted operating income (loss)
50,086

12,778

(8,229
)
54,635

Adjusted operating margin %
23.9
%
10.9
%
 
 
Depreciation and amortization
 
 
 
$