Acquisitions

Acquisition of Senscient, Inc.

On September 19, 2016, we acquired 100% of the common stock of Senscient, Inc. ("Senscient") for $19.1 million in cash. There is no contingent consideration. Senscient, which is headquartered in the UK, is a leader in laser-based gas detection technology. The acquisition of Senscient expands and enhances MSA’s technology offerings in the global market for fixed gas and flame detection systems, as the Company continues to execute its core product growth strategy. The acquisition was funded through borrowings on our unsecured senior revolving credit facility.

Goodwill related to the Senscient acquisition, which is included in the European operating segment, is currently being evaluated to determine deductibility for tax purposes.

Our results for the three and nine months ended September 30, 2016 include transaction and integration costs of $0.3 million related to the acquisition. These costs are reported in selling, general and administrative expenses.

Senscient operating results will be included in our consolidated financial statements from the acquisition date. The acquisition qualifies as a business combination and will be accounted for using the acquisition method of accounting.

At the date of issuance of these condensed consolidated financial statements, the initial purchase accounting was not complete. We expect to finalize this information in our Annual Report on Form 10-K for the year ended December 31, 2016.

Acquisition of Latchways

On October 21, 2015, MSA Safety Incorporated acquired Latchways plc and its affiliated companies, Latchways Australia Pty Limited ("LA"), Latchways Inc. ("LI"), HCL Group Plc ("HCL"), Height Solutions Limited ("HSL"), and Sigma 6 d.o.o. ('Sigma 6"), collectively referred to as ("Latchways"), for $190.9 million. There is no contingent consideration.

The acquisition was funded through cash on hand and borrowings on our $125.0 million unsecured senior revolving credit facility, which was subsequently repaid in December 2015.

Latchways is a global provider of innovative fall protection systems based in the United Kingdom. Latchways solutions are found throughout the aerospace, power transmission, utility and telecommunication sectors, and Latchways products are integrated with major roofing and tower systems. In addition to providing us with greater access to the fall protection market, we believe that the acquisition significantly enhances our long-term corporate strategy in fall protection by providing us with world-class research and development talent and an industry-leading product line. While Latchways products are sold globally, its operations most significantly impact our International reportable segment.

The following table summarizes the fair values of the Latchways assets acquired and liabilities assumed at the date of acquisition:



(In millions)	October 21, 2015
Current assets (including cash of $10.6 million)	$	35.7
Property, plant and equipment	9.5
Trade name and acquired technology	14.6
Customer-related intangibles	53.0
Goodwill	98.0
Total assets acquired	210.8
Total liabilities assumed	19.9
Net assets acquired	$	190.9

The purchase price allocation was finalized in the 2016 third quarter and did not result in any adjustments to the preliminary fair values.

Assets acquired and liabilities assumed in connection with the acquisition have been recorded at their fair values. Fair values were determined by management, based, in part on an independent valuation performed by a third party valuation specialist. The valuation methods used to determine the fair value of intangible assets included the excess earnings approach for customer relationships and technology related intangible assets; the relief from royalty method for trade name; and the cost method for assembled workforce which is included in goodwill. A number of significant assumptions and estimates were involved in the application of these valuation methods, including sales volumes and prices, costs to produce, tax rates, capital spending, discount rates, and working capital changes. Cash flow forecasts were generally based on Latchways pre-acquisition forecasts coupled with estimated MSA sales synergies. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The identifiable intangible assets acquired in the Latchways transaction will be amortized over an estimated amortization period of 15 years. Estimated future amortization expense related to these identifiable intangible assets is approximately $4.5 million in each of the next five years. The step up to fair value of acquired inventory as part of the purchase price allocation totaled $1.6 million. We amortized $0.9 million of this step up in inventory value in 2015, and have amortized $0.5 million during the nine months ended September 30, 2016. Estimated future depreciation expense related to Latchways property, plant and equipment is approximately $0.9 million in each of the next five years.

Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce, the expected synergies and other benefits that we believe will result from combining the operations of Latchways with our operations. Goodwill related to the Latchways acquisition has been recorded in our reportable segments as follows: $96.6 million in the International segment and $1.4 million in Americas segment. Goodwill associated with the acquisition is not tax deductible.

Our results for the nine months ended September 30, 2016 include integration costs of $0.5 million ($0.4 million after tax). These costs are reported in selling, general and administrative expenses in the accompanying condensed consolidated statement of income.

The operating results of Latchways have been included in our consolidated financial statements from the acquisition date. Our results for the three and nine months ended September 30, 2016 include Latchways sales of $14.0 million and $42.9 million, respectively. Our results for the three and nine months ended September 30, 2016 include Latchways net income of $1.2 million and $2.4 million, respectively. Latchways net income for the three and nine months ended September 30, 2016 includes an increase in cost of sales of $0.1 million ($0.1 million after tax) and $0.5 million ($0.3 million after tax), respectively, related to the turn of the fair value step-up of inventories acquired as well as interest expense incurred by MSA associated with debt used to fund the acquisition.

The following unaudited pro forma information presents our combined results as if the acquisition had occurred at the beginning of 2015. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company’s results. There were no material transactions between us and Latchways during the periods presented that are required to be eliminated. Transactions between Latchways companies during the periods presented have been eliminated in the unaudited pro forma condensed combined financial information. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements.

Pro forma financial information (Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions, except per share amounts)	2016		2015		2016		2015
Net sales	$	278.2	$	288.6	$	853.5	$	856.9
Income from continuing operations	25.5		17.8		67.5		53.5
Basic earnings per share from continuing operations	0.68		0.48		1.80		1.44
Diluted earnings per share from continuing operations	0.67		0.47		1.77		1.42

The unaudited pro forma condensed combined financial information is presented for information purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisitions been completed as of the date and for the periods presented, and should not be taken as representative of our consolidated results of operations or financial condition following the acquisition. In addition, the unaudited proforma condensed combined financial information is not intended to project the future financial position or results of operations of the combined company.