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Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Acquisition of Autronica
On July 9, 2026, the Company acquired 100% of the common stock of Autronica in an all-cash transaction valued at approximately $563 million, net of cash acquired.
Headquartered in Trondheim, Norway, Autronica is a designer, manufacturer, and supplier of fire detection, gas detection, and alarm systems. Autronica's products and systems are used in a wide range of industries including maritime, oil and gas, infrastructure, and industrial sectors. The acquisition expands the Company’s fire and gas detection capabilities and global market presence.
Autronica’s operating results are included in our consolidated financial statements from the acquisition date within the Americas and International reportable segments. The acquisition qualified as a business combination and was accounted for using the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3).
The following table summarizes the fair values of the Autronica assets acquired and liabilities assumed at the date of the acquisition:
(In millions)July 9, 2026
Cash and cash equivalents$8.4 
Trade receivables33.0 
Inventories19.8 
Prepaid expenses and other current assets19.9 
Other noncurrent assets26.9 
Customer relationships188.7 
Trade name 46.3 
Developed technology43.5 
Goodwill316.6 
Total assets acquired$703.1 
Deferred tax liability(60.4)
Other liabilities(71.1)
Total liabilities assumed$(131.5)
Net assets acquired$571.6 
As of September 30, 2026, the purchase accounting for Autronica is subject to change upon completion of the valuation of the assets acquired and liabilities assumed, primarily for review of tax balances, valuation of intangible assets and allocation of goodwill.
Assets acquired and liabilities assumed in connection with the acquisition were 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 using customer inputs and contributory charges; the relief from royalty method for trade name and developed technology and the cost approach for assembled workforce, which is included in goodwill. Assumptions and estimates were involved in the application of these valuation methods, including forecasted sales volumes and prices, royalty rates, costs to produce, tax rates and amortization tax benefits, capital spending, discount rates, customer attrition rates, technology obsolescence assumptions, and working capital changes. Cash flow forecasts were generally based on Autronica pre-acquisition forecasts. Identifiable intangible assets with finite lives are subject to amortization over their estimated useful lives. The customer relationships, developed technology, and trade name acquired in the Autronica transaction are being amortized over periods of 20 years, 15 years, and 15 years, respectively. Estimated future amortization expense related to the identifiable intangible assets is approximately $4 million for the remainder of 2026, approximately $15 million annually for 2027 through 2030, and $209 million thereafter.
Goodwill was 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 Autronica with our operations. Goodwill of $316.6 million related to the Autronica acquisition was recorded, with $269.1 million and $47.5 million allocated to the International and Americas reportable segments, respectively. This goodwill is nondeductible for tax purposes.
Our results for the three and nine months ended September 30, 2026, include strategic acquisition costs of $11.8 million and $15.7 million, respectively, including costs related to the Autronica acquisition. Our results for the three and nine months ended September 30, 2025, include $1.9 million and $10.0 million, respectively, of strategic acquisition costs. These costs are reported in selling, general, and administrative expenses.
Our results for the three and nine months ended September 30, 2026, include sales and net loss of $39.5 million and $6.0 million, respectively, attributable to this acquisition. The net loss attributable to the Autronica acquisition excludes certain acquisition-related costs incurred and recorded by MSA outside of the acquired entities, which are included in the strategic acquisition costs described above.
The following unaudited pro forma information presents our combined results as if MSA's acquisitions of Autronica in 2026 and M&C during 2025 had occurred on January 1, 2025. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisitions; (2) factually supportable; and (3) expected to have a continuing impact on the combined company's results. There were no material transactions between MSA and the acquired businesses during the periods presented that are required to be eliminated in the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, or revenue enhancements that the combined companies 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.
Three Months EndedNine Months Ended
(In millions, except per share amounts)September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Net sales$540.1 $502.2 $1,588.9 $1,493.7 
Net income55.7 75.3 206.0 211.0 
Basic earnings per share1.45 1.92 5.32 5.38 
Diluted earnings per share1.44 1.92 5.31 5.36 
The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of the combined results of operations or financial position that we would have reported had the acquisition been completed as of the date and for the periods presented, and should not be taken as representative of our unaudited condensed consolidated results of operations or financial condition following the acquisition. In addition, the unaudited pro forma condensed combined financial information is not intended to project the future financial position or result of operations of the combined company.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under existing U.S. GAAP. MSA has been treated as the acquirer.