Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2019shares | |
Cover page. | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2019 |
Document Transition Report | false |
Entity File Number | 1-6003 |
Entity Registrant Name | FEDERAL SIGNAL CORP /DE/ |
Entity Incorporation, State or Country Name | DE |
Entity Tax Identification Number | 36-1063330 |
Entity Address, Address Line One | 1415 West 22nd Street |
Entity Address, City or Town | Oak Brook |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60523 |
City Area Code | 630 |
Local Phone Number | 954-2000 |
Title of 12(b) Security | Common Stock, par value $1.00 per share |
Trading Symbol | FSS |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 60,354,662 |
Entity Shell Company | false |
Entity Central Index Key | 0000277509 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 324.3 | $ 291 | $ 598.1 | $ 540.7 |
Cost of sales | 235.3 | 211.8 | 438.8 | 399.6 |
Gross profit | 89 | 79.2 | 159.3 | 141.1 |
Selling, engineering, general and administrative expenses | 41.8 | 40.7 | 85.7 | 82.5 |
Acquisition and integration-related expenses | 0.9 | 0.4 | 1.5 | 0.9 |
Operating income | 46.3 | 38.1 | 72.1 | 57.7 |
Interest expense | 2 | 2.5 | 4 | 5 |
Other (income) expense, net | (0.1) | 0.4 | 0.3 | 0.5 |
Income before income taxes | 44.4 | 35.2 | 67.8 | 52.2 |
Income tax expense | 11.6 | 8.3 | 17.5 | 12.4 |
Net income | $ 32.8 | $ 26.9 | $ 50.3 | $ 39.8 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 0.55 | $ 0.45 | $ 0.84 | $ 0.67 |
Diluted earnings per share: | ||||
Net earnings per share (usd per share) | $ 0.54 | $ 0.44 | $ 0.82 | $ 0.65 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 60.1 | 59.9 | 60.1 | 59.9 |
Diluted (shares) | 61.3 | 61 | 61.2 | 60.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 32.8 | $ 26.9 | $ 50.3 | $ 39.8 |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment | 0.8 | (5.2) | 0.8 | (3.2) |
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense of $0.1, $0.2, $0.3 and $0.4, respectively | 1.3 | 1.7 | 1.5 | 1.8 |
Change in unrealized gain on derivatives, net of income tax (benefit) expense of ($0.2), $0.1, ($0.4), and $0.3, respectively | (0.7) | 0.2 | (1.2) | 1 |
Total other comprehensive income (loss) | 1.4 | (3.3) | 1.1 | (0.4) |
Comprehensive income | $ 34.2 | $ 23.6 | $ 51.4 | $ 39.4 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense on change in unrecognized net actuarial losses and prior service cost related to pension benefit plans | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.4 |
Tax expense on unrealized gain on derivatives | $ (0.2) | $ 0.1 | $ (0.4) | $ 0.3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 38.6 | $ 37.4 |
Accounts receivable, net of allowances for doubtful accounts of $1.8 and $1.6, respectively | 145.9 | 124.4 |
Inventories | 173.5 | 157.3 |
Prepaid expenses and other current assets | 9.6 | 9.4 |
Total current assets | 367.6 | 328.5 |
Properties and equipment, net of accumulated depreciation of $121.0 and $116.0, respectively | 67.2 | 62 |
Rental equipment, net of accumulated depreciation of $38.5 and $30.0, respectively | 106.5 | 96.6 |
Operating lease right-of-use assets | 24.9 | 0 |
Goodwill | 375 | 375.1 |
Intangible assets, net of accumulated amortization of $17.5 and $13.4, respectively | 139.5 | 143.1 |
Deferred tax assets | 11.3 | 12.5 |
Deferred charges and other long-term assets | 3.3 | 5.6 |
Long-term assets of discontinued operations | 0.4 | 0.4 |
Total assets | 1,095.7 | 1,023.8 |
Current liabilities: | ||
Current portion of long-term borrowings and finance lease obligations | 0.2 | 0.2 |
Accounts payable | 71.3 | 66.1 |
Customer deposits | 10 | 10.1 |
Accrued liabilities: | ||
Compensation and withholding taxes | 22.8 | 29.5 |
Other current liabilities | 61.5 | 52.7 |
Current liabilities of discontinued operations | 0.2 | 0.2 |
Total current liabilities | 166 | 158.8 |
Long-term borrowings and finance lease obligations | 209.2 | 209.9 |
Long-term operating lease liabilities | 19.4 | 0 |
Long-term pension and other postretirement benefit liabilities | 54.7 | 54.6 |
Deferred gain | 0 | 6.8 |
Deferred tax liabilities | 51 | 46.3 |
Other long-term liabilities | 14.1 | 15.9 |
Long-term liabilities of discontinued operations | 1.2 | 1.4 |
Total liabilities | 515.6 | 493.7 |
Stockholders’ equity: | ||
Common stock, $1 par value per share, 90.0 shares authorized, 66.7 and 66.4 shares issued, respectively | 66.7 | 66.4 |
Capital in excess of par value | 221.3 | 217 |
Retained earnings | 479.7 | 432.5 |
Treasury stock, at cost, 6.3 and 6.2 shares, respectively | (91.4) | (88.5) |
Accumulated other comprehensive loss | (96.2) | (97.3) |
Total stockholders’ equity | 580.1 | 530.1 |
Total liabilities and stockholders’ equity | $ 1,095.7 | $ 1,023.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable, current | $ 1.8 | $ 1.6 |
Accumulated depreciation, properties and equipment | 121 | 116 |
Accumulated depreciation, rental equipment | 38.5 | 30 |
Accumulated amortization, intangible assets | $ 17.5 | $ 13.4 |
Common stock, par value (usd per share) | $ 1 | $ 1 |
Common stock, shares authorized (shares) | 90,000,000 | 90,000,000 |
Common stock, shares issued (shares) | 66,700,000 | 66,400,000 |
Treasury stock, shares (shares) | 6,300,000 | 6,200,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Operating activities: | ||||||
Net income | $ 32.8 | $ 26.9 | $ 50.3 | $ 39.8 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | 19.3 | 17.6 | ||||
Deferred financing costs | 0.2 | 0.2 | ||||
Deferred gain | 0 | (0.9) | $ (1.9) | |||
Stock-based compensation expense | 4.2 | 4 | ||||
Pension expense, net of funding | (0.1) | (3.2) | ||||
Changes in fair value of contingent consideration and deferred payment | 0.8 | 0.6 | ||||
Deferred income taxes | 4 | 2 | ||||
Changes in operating assets and liabilities | (52.9) | (22.3) | ||||
Net cash provided by operating activities | 25.8 | 37.8 | ||||
Investing activities: | ||||||
Purchases of properties and equipment | (9.4) | (7) | ||||
Proceeds from acquisition-related activity | 0 | 3 | ||||
Other, net | 0 | 0.1 | ||||
Net cash used for investing activities | (9.4) | (3.9) | ||||
Financing activities: | ||||||
Decrease in revolving lines of credit, net | (3.1) | (26.6) | ||||
Purchases of treasury stock | (1) | 0 | ||||
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation | (1.6) | (0.3) | ||||
Cash dividends paid to stockholders | (4.8) | $ (4.8) | (4.8) | (9.6) | (9) | |
Proceeds from stock-based compensation activity | 0 | 0.9 | ||||
Other, net | (0.1) | 0.1 | ||||
Net cash used for financing activities | (15.4) | (34.9) | ||||
Effects of foreign exchange rate changes on cash and cash equivalents | 0.2 | (0.5) | ||||
Increase (decrease) in cash and cash equivalents | 1.2 | (1.5) | ||||
Cash and cash equivalents at beginning of year | $ 37.4 | 37.4 | 37.5 | 37.5 | ||
Cash and cash equivalents at end of period | $ 38.6 | $ 36 | $ 38.6 | $ 36 | $ 37.4 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | |
Beginning Balance at Dec. 31, 2017 | $ 457.4 | $ 66.1 | $ 207.7 | $ 346.6 | $ (86.1) | $ (76.9) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 39.8 | 39.8 | |||||
Total other comprehensive (loss) income | (0.4) | (0.4) | [1] | ||||
Cash dividends declared | (9) | (9) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 3.3 | 3.3 | |||||
Stock option exercises and other | 1.3 | 0.2 | 1.7 | (0.6) | |||
Ending Balance at Jun. 30, 2018 | 492.4 | 66.3 | 212.7 | 377.4 | (86.7) | (77.3) | |
Beginning Balance at Mar. 31, 2018 | 469.9 | 66.1 | 208.8 | 355.3 | (86.3) | (74) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 26.9 | 26.9 | |||||
Total other comprehensive (loss) income | (3.3) | (3.3) | [1] | ||||
Cash dividends declared | (4.8) | (4.8) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 2.4 | 2.4 | |||||
Stock option exercises and other | 1.3 | 0.2 | 1.5 | (0.4) | |||
Ending Balance at Jun. 30, 2018 | 492.4 | 66.3 | 212.7 | 377.4 | (86.7) | (77.3) | |
Beginning Balance at Dec. 31, 2018 | 530.1 | 66.4 | 217 | 432.5 | (88.5) | (97.3) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 50.3 | 50.3 | |||||
Total other comprehensive (loss) income | 1.1 | 1.1 | [1] | ||||
Cash dividends declared | (9.6) | (9.6) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 3.5 | 3.5 | |||||
Stock option exercises and other | 0.1 | 0.2 | 0.9 | (1) | |||
Performance share unit transactions | (0.9) | 0.1 | (0.1) | (0.9) | |||
Stock repurchase program | (1) | (1) | |||||
Ending Balance at Jun. 30, 2019 | 580.1 | 66.7 | 221.3 | 479.7 | (91.4) | (96.2) | |
Beginning Balance at Mar. 31, 2019 | 548.4 | 66.5 | 218.4 | 451.7 | (90.6) | (97.6) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 32.8 | 32.8 | |||||
Total other comprehensive (loss) income | 1.4 | 1.4 | [1] | ||||
Cash dividends declared | (4.8) | (4.8) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 2.1 | 2.1 | |||||
Stock option exercises and other | 0.2 | 0.2 | 0.8 | (0.8) | |||
Ending Balance at Jun. 30, 2019 | 580.1 | $ 66.7 | $ 221.3 | 479.7 | $ (91.4) | $ (96.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Impact of adoption of ASU 2016-02 | Accounting Standards Update 2016-02 | $ 6.5 | $ 6.5 | |||||
[1] | Amounts in parentheses indicate losses. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | |||||
Cash dividends declared per common share (usd per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.16 | $ 0.15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of the Business Federal Signal Corporation was founded in 1901 and was reincorporated as a Delaware corporation in 1969. References herein to the “Company,” “we,” “our” or “us” refer collectively to Federal Signal Corporation and its subsidiaries. Products manufactured and services rendered by the Company are divided into two reportable segments: Environmental Solutions Group and Safety and Security Systems Group. The individual operating businesses are organized as such because they share certain characteristics, including technology, marketing, distribution and product application, which create long-term synergies. These segments are discussed in Note 11 – Segment Information. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements represent the consolidation of Federal Signal Corporation and its subsidiaries included herein and have been prepared by the Company pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures presented herein are adequate to ensure the information presented is not misleading. Except as otherwise noted, these condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , and should be read in conjunction with those consolidated financial statements and the notes thereto. These condensed consolidated financial statements include all normal and recurring adjustments that we considered necessary to present a fair statement of our results of operations, financial condition and cash flow. Intercompany balances and transactions have been eliminated in consolidation. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. While we label our quarterly information using a calendar convention whereby our first, second and third quarters are labeled as ending on March 31, June 30 and September 30, respectively, it is our longstanding practice to establish interim quarterly closing dates based on a 13-week period ending on a Saturday, with our fiscal year ending on December 31. The effects of this practice are not material and exist only within a reporting year. Recent Accounting Pronouncements and Accounting Changes In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), which supersedes the lease accounting requirements in Accounting Standards Codification (“ASC”) 840, Leases (“Topic 840”). Topic 842 requires organizations that are lessees in operating lease arrangements to recognize right-of-use assets and lease liabilities on the balance sheet and requires disclosure of key qualitative and quantitative information about leasing arrangements by both lessors and lessees. The Company adopted Topic 842 effective January 1, 2019, using the alternative transition method outlined in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which permits application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under Topic 840. See Note 3 – Leases for further discussion. No other new accounting pronouncements issued, but not yet adopted, are expected to have a material impact on the Company’s results of operations, financial position or cash flow. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies Following the adoption of Topic 842, the Company’s lease accounting policy is and will be disclosed as a significant accounting policy. See Note 3 – Leases for further discussion. There have been no other changes to the Company’s significant accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 . |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition [Abstract] | |
Revenue | REVENUE RECOGNITION The following table presents the Company’s Net sales disaggregated by geographic region, based on the location of the end customer, and by major product line: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Geographic Region: U.S. $ 248.2 $ 220.7 $ 453.0 $ 417.3 Canada 51.2 45.8 95.6 78.2 Europe/Other 24.9 24.5 49.5 45.2 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 213.7 $ 185.2 $ 387.4 $ 340.8 Parts 35.5 32.4 66.6 62.2 Rental income (b) 13.4 11.6 23.0 19.4 Other (c) 4.6 4.1 9.7 7.5 Total 267.2 233.3 486.7 429.9 Safety and Security Systems Public safety and security equipment 34.6 36.7 67.0 67.3 Industrial signaling equipment 16.2 13.5 30.0 26.7 Warning systems 6.3 7.5 14.4 16.8 Total 57.1 57.7 111.4 110.8 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 (a) Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment. (b) Represents income from vehicle and equipment lease arrangements with customers. (c) Primarily includes revenues from services such as maintenance and repair work and the sale of extended warranty contracts. Contract Balances The Company recognizes contract liabilities when cash payments, such as customer deposits, are received in advance of the Company’s satisfaction of the related performance obligations. Contract liabilities are recognized as Net sales when the related performance obligations are satisfied, which generally occurs within three to six months of the cash receipt. Contract liability balances are not materially impacted by any other factors. The Company’s contract liabilities were $12.1 million as of both June 30, 2019 and December 31, 2018 . Contract assets, such as unbilled receivables, were not material as of any of the periods presented herein. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | LEASES Impact of the Adoption of Topic 842 On January 1, 2019, the Company adopted Topic 842, using the alternative transition method under ASU 2018-11, which permits application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under Topic 840. The Company elected to apply the practical expedient package outlined in the transition guidance which, among other things, allows for the carryforward of historical lease classifications. In addition, the Company elected to separately account for non-lease and associated lease components and apply the short-term lease exception, whereby the Company does not recognize a right-of-use asset or lease liability for leases with an initial term of twelve months or less. Upon adoption, the Company recognized operating lease right-of-use assets and liabilities on its Condensed Consolidated Balance Sheet of $27.1 million and $29.5 million , respectively. In addition, the Company recognized the remaining deferred gain of $8.7 million associated with the sale-leaseback transactions that the Company entered into in July 2008 for its Elgin, Illinois and University Park, Illinois plant locations, net of the related deferred tax asset of $2.2 million , as a cumulative effect adjustment to opening retained earnings as of the January 1, 2019 adoption date. Prior to the adoption of Topic 842, the deferred gain, which initially totaled $29.0 million , had been amortized through the Company’s Condensed Consolidated Statements of Operations on a straight-line basis over the 15 -year life of the respective leases. Effective in 2019, approximately $1.9 million of the deferred gain, which had been recognized each year since 2008, will no longer be recognized through the Condensed Consolidated Statements of Operations. Other than the aforementioned elimination of the deferred gain recognition, the adoption of Topic 842 did not have a material impact on the Company’s results of operations or cash flows. Further, the adoption of Topic 842 did not have an impact on the Company’s liquidity or debt-covenant compliance under its current arrangements. Description of Leases The Company leases certain facilities within the U.S., Europe and Canada from which the Company provides sales, service and/or equipment rentals, some of which contain options to renew. In addition, eight of the Company’s 14 principal manufacturing plants are leased. The Company also leases vehicles and various other equipment. The Company’s lease agreements may contain lease and non-lease components, which are accounted for separately. In connection with the 2016 acquisition of substantially all of the assets and operations of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. (collectively, “JJE”), the Company entered into lease agreements for two facilities owned by affiliates of the sellers of JJE. Both agreements include an annual rent that is considered market-based, and were for an initial lease term of five years , with options to renew. The total lease liability under these agreements to the former shareholders of JJE, some of whom are now employees of the Company, was $0.6 million as of June 30, 2019 . The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. The following table summarizes the Company’s total lease costs and supplemental cash flow information arising from operating lease transactions: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Total operating lease costs (a) $ 3.3 $ 6.1 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2.0 $ 4.0 (a) Includes short-term leases and variable lease costs, which are immaterial. The following table summarizes the components of lease right-of-use assets and liabilities: (in millions) June 30, 2019 Affected Line Item in Condensed Consolidated Balance Sheets Assets Operating lease right-of-use assets $ 24.9 Operating lease right-of-use assets Finance lease right-of-use assets 0.9 Properties and equipment, net of accumulated depreciation Total lease right-of-use assets $ 25.8 Liabilities Current: Operating leases $ 7.8 Other current liabilities Finance leases 0.2 Current portion of long-term borrowings and finance lease obligations Noncurrent: Operating leases 19.4 Long-term operating lease liabilities Finance leases 0.4 Long-term borrowings and finance lease obligations Total lease liabilities $ 27.8 As of June 30, 2019 , the Company’s operating leases have a weighted-average remaining lease term of 4.0 years and a weighted-average discount rate of 4.0% . Maturities of operating lease liabilities as of June 30, 2019 were as follows: (in millions) 2019 (excluding the six months ended June 30, 2019) $ 4.1 2020 7.7 2021 7.0 2022 6.1 2023 3.4 Thereafter 1.2 Total lease payments 29.5 Less: Imputed interest 2.3 Present value of operating lease liabilities $ 27.2 At December 31, 2018 , minimum future rental commitments under operating leases having non-cancelable lease terms in excess of one year, as previously determined in accordance with Topic 840, aggregated $34.3 million and were payable as follows: $8.9 million in 2019 , $8.0 million in 2020 , $6.9 million in 2021 , $5.9 million in 2022 , $3.4 million in 2023 and $1.2 million thereafter. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The following table summarizes the components of Inventories : (in millions) June 30, December 31, Finished goods $ 87.3 $ 78.3 Raw materials 71.8 66.3 Work in process 14.4 12.7 Total inventories $ 173.5 $ 157.3 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The following table summarizes the components of Long-term borrowings and finance lease obligations : (in millions) June 30, December 31, 2018 Amended 2016 Credit Agreement (a) $ 208.8 $ 209.4 Finance lease obligations 0.6 0.7 Total long-term borrowings and finance lease obligations, including current portion 209.4 210.1 Less: Current finance lease obligations 0.2 0.2 Total long-term borrowings and finance lease obligations $ 209.2 $ 209.9 (a) Defined as the Amended and Restated Credit Agreement, dated January 27, 2016, as amended on June 2, 2017. As more fully described within Note 12 – Fair Value Measurements, the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value of long-term debt is based on interest rates that we believe are currently available to us for issuance of debt with similar terms and remaining maturities (Level 2 input). The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term borrowings: June 30, 2019 December 31, 2018 (in millions) Notional Amount Fair Value Notional Amount Fair Value Long-term borrowings (a) $ 209.4 $ 209.4 $ 210.1 $ 210.1 (a) Long-term borrowings includes current portions of long-term debt and current portions of finance lease obligations of $0.2 million and $0.2 million as of June 30, 2019 and December 31, 2018 , respectively. Borrowings under the Amended 2016 Credit Agreement bear interest, at the Company’s option, at a base rate or a LIBOR rate, plus, in each case, an applicable margin. The applicable margin ranges from 0.00% to 1.25% for base rate borrowings and 1.00% to 2.25% for LIBOR borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.15% to 0.30% per annum on the unused portion of the $400 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin plus other customary fees. The Company is subject to certain leverage ratio and interest coverage ratio financial covenants under the Amended 2016 Credit Agreement that are to be measured at each fiscal quarter-end. The Company was in compliance with all such covenants as of June 30, 2019 . As of June 30, 2019 , there was $208.8 million of cash drawn and $11.3 million of undrawn letters of credit under the Amended 2016 Credit Agreement, with $179.9 million of net availability for borrowings. As of December 31, 2018 , there was $209.4 million cash drawn and $11.3 million of undrawn letters of credit under the Amended 2016 Credit Agreement, with $179.3 million of net availability for borrowings. For the six months ended June 30, 2019 , gross borrowings under the Amended 2016 Credit Agreement were $10.7 million and there were $13.8 million of gross payments. For the six months ended June 30, 2018 , gross borrowings and gross payments were $8.0 million and $34.6 million , respectively. On July 30, 2019 , the Company entered into the Second Amended and Restated Credit Agreement (the “2019 Credit Agreement”), by and among the Company (the “U.S. Borrower”) and certain of its foreign subsidiaries (collectively, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, N.A. as syndication agent, and the other lenders and parties signatory thereto. The 2019 Credit Agreement amends and restates the Company’s Amended 2016 Credit Agreement. See Note 13 – Subsequent Events for additional information. Interest Rate Swap On June 2, 2017 , the Company entered into an interest rate swap (the “Swap”) with a notional amount of $150.0 million , as a means of fixing the floating interest rate component on $150.0 million of its variable-rate debt. The Swap is designated as a cash flow hedge, with a termination date of June 2, 2020 . As a result of the application of hedge accounting treatment, all unrealized gains and losses related to the derivative instrument are recorded in Accumulated other comprehensive loss and are reclassified into operations in the same period in which the hedged transaction affects earnings. Hedge effectiveness is assessed quarterly. We do not use derivative instruments for trading or speculative purposes. As more fully described within Note 12 – Fair Value Measurements, the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value of the Swap is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve (Level 2 inputs) and measured on a recurring basis in our Condensed Consolidated Balance Sheets. At June 30, 2019 and December 31, 2018 , the fair value of the Swap, included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets, was $0.4 million and $2.0 million , respectively. During the three and six months ended June 30, 2019 , unrealized pre-tax losses of $1.0 million and $1.6 million , respectively, were recorded in Accumulated other comprehensive loss . During the three and six months ended June 30, 2018 , unrealized pre-tax gains of $0.3 million and $1.3 million , respectively, were recorded in Accumulated other comprehensive loss |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recognized income tax expense of $11.6 million and $8.3 million for the three months ended June 30, 2019 and 2018 , respectively. The increase in tax expense in the current-year quarter was largely due to higher pre-tax income levels. The Company’s effective tax rate for the three months ended June 30, 2019 was 26.1% , compared to 23.6% in the prior-year quarter, which included the recognition of a $0.5 million excess tax benefit from stock compensation activity. For the six months ended June 30, 2019 and 2018 , the Company recognized income tax expense of $17.5 million and $12.4 million , respectively. The increase in tax expense in the current year was largely due to higher pre-tax income levels. The Company’s effective tax rate for the six months ended June 30, 2019 was 25.8% , compared to 23.8% in the prior-year period, which included the recognition of a $0.5 million excess tax benefit from stock compensation activity. |
Pensions
Pensions | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Pensions | PENSIONS The following table summarizes the components of net periodic pension expense (benefit): U.S. Benefit Plan Non-U.S. Benefit Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ — $ — $ — $ — $ 0.1 $ 0.1 Interest cost 1.7 1.6 3.4 3.2 0.4 0.4 0.7 0.7 Amortization of actuarial loss 0.6 0.7 1.2 1.5 0.1 0.1 0.3 0.3 Amortization of prior service cost — — — — 0.1 — 0.1 — Expected return on plan assets (2.2 ) (2.2 ) (4.4 ) (4.4 ) (0.5 ) (0.6 ) (1.0 ) (1.2 ) Net periodic pension expense (benefit) $ 0.1 $ 0.1 $ 0.2 $ 0.3 $ 0.1 $ (0.1 ) $ 0.2 $ (0.1 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Financial Commitments The Company provides indemnifications and other guarantees in the ordinary course of business, the terms of which range in duration and often are not explicitly defined. Specifically, the Company is occasionally required to provide letters of credit and bid and performance bonds to various customers, principally to act as security for retention levels related to casualty insurance policies and to guarantee the performance of subsidiaries that engage in export and domestic transactions. At June 30, 2019 , the Company had outstanding performance and financial standby letters of credit, as well as outstanding bid and performance bonds, aggregating to $18.6 million . If any such letters of credit or bonds are called, the Company would be obligated to reimburse the issuer of the letter of credit or bond. The Company believes the likelihood of any currently outstanding letter of credit or bond being called is remote. The Company has transactions involving the sale of equipment to certain of its customers which include (i) guarantees to repurchase the equipment for a fixed price at a future date and (ii) guarantees to repurchase the equipment from the third-party lender in the event of default by the customer. As of June 30, 2019 , the single year and maximum potential cash payments the Company could be required to make to repurchase equipment under these agreements were $3.6 million and $4.2 million , respectively. The Company’s risk under these repurchase arrangements would be partially mitigated by the value of the products repurchased as part of the transaction. Historical cash requirements and losses associated with these obligations have not been significant, but could increase if customer defaults exceed current expectations. Product Warranties The Company issues product performance warranties to customers with the sale of its products. The specific terms and conditions of these warranties vary depending upon the product sold and country in which the Company does business, with warranty periods generally ranging from one to five years . The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time the sale of the related product is recognized. Factors that affect the Company’s warranty liability include (i) the number of units under warranty, (ii) historical and anticipated rates of warranty claims and (iii) costs per claim. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. The following table summarizes the changes in the Company’s warranty liabilities during the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Balance at January 1 $ 9.8 $ 8.4 Provisions to expense 2.9 3.5 Payments (3.1 ) (3.2 ) Balance at June 30 $ 9.6 $ 8.7 As of June 30, 2019 and December 31, 2018 , an estimated liability was recorded within the Environmental Solutions Group in connection with a specific warranty matter. It is reasonably possible that the Company’s estimate may change in the future as more information becomes available; however, the ultimate resolution of this matter is not expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. Liabilities of Discontinued Operations The Company retains certain liabilities for operations discontinued in prior periods, primarily for environmental remediation and product liability. Included in liabilities of discontinued operations on the Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018 , were reserves of $0.3 million and $0.4 million , respectively, related to environmental remediation at the Pearland, Texas facility previously used by the Company’s discontinued Pauluhn business, and $1.1 million and $1.1 million , respectively, related to estimated product liability obligations of the discontinued North American refuse truck body business. Legal Proceedings The Company is subject to various claims, including pending and possible legal actions for product liability and other damages, and other matters arising in the ordinary course of the Company’s business. On a quarterly basis, the Company reviews uninsured material legal claims against the Company and accrues for the costs of such claims as appropriate in the exercise of management’s best judgment and experience. However, due to a lack of factual information available to the Company about a claim, or the procedural stage of a claim, it may not be possible for the Company to reasonably assess either the probability of a favorable or unfavorable outcome of the claim or to reasonably estimate the amount of loss should there be an unfavorable outcome. Therefore, for many claims, the Company cannot reasonably estimate a range of loss. The Company believes, based on current knowledge and after consultation with counsel, that the outcome of such claims and actions will not have a material adverse effect on the Company’s results of operations or financial condition. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if unfavorable, could have a material adverse effect on the Company’s results of operations, financial condition or cash flow. Hearing Loss Litigation The Company has been sued for monetary damages by firefighters who claim that exposure to the Company’s sirens has impaired their hearing and that the sirens are therefore defective. There were 33 cases filed during the period of 1999 through 2004, involving a total of 2,443 plaintiffs, in the Circuit Court of Cook County, Illinois. These cases involved more than 1,800 firefighter plaintiffs from locations outside of Chicago. In 2009, six additional cases were filed in Cook County, involving 299 Pennsylvania firefighter plaintiffs. During 2013, another case was filed in Cook County involving 74 Pennsylvania firefighter plaintiffs. The trial of the first 27 of these plaintiffs’ claims occurred in 2008, whereby a Cook County jury returned a unanimous verdict in favor of the Company. An additional 40 Chicago firefighter plaintiffs were selected for trial in 2009. Plaintiffs’ counsel later moved to reduce the number of plaintiffs from 40 to nine . The trial for these nine plaintiffs concluded with a verdict against the Company and for the plaintiffs in varying amounts totaling $0.4 million . The Company appealed this verdict. On September 13, 2012, the Illinois Appellate Court rejected this appeal. The Company thereafter filed a petition for rehearing with the Illinois Appellate Court, which was denied on February 7, 2013. The Company sought further review by filing a petition for leave to appeal with the Illinois Supreme Court on March 14, 2013. On May 29, 2013, the Illinois Supreme Court issued a summary order declining to accept review of this case. On July 1, 2013, the Company satisfied the judgments entered for these plaintiffs, which resulted in final dismissal of these cases. A third consolidated trial involving eight Chicago firefighter plaintiffs occurred during November 2011. The jury returned a unanimous verdict in favor of the Company at the conclusion of this trial. Following this trial, on March 12, 2012 the trial court entered an order certifying a class of the remaining Chicago Fire Department firefighter plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. The Company petitioned the Illinois Appellate Court for interlocutory appeal of this ruling. On May 17, 2012, the Illinois Appellate Court accepted the Company’s petition. On June 8, 2012, plaintiffs moved to dismiss the appeal, agreeing with the Company that the trial court had erred in certifying a class action trial in this matter. Pursuant to plaintiffs’ motion, the Illinois Appellate Court reversed the trial court’s certification order. Thereafter, the trial court scheduled a fourth consolidated trial involving three firefighter plaintiffs, which began in December 2012. Prior to the start of this trial, the claims of two of the three firefighter plaintiffs were dismissed. On December 17, 2012, the jury entered a complete defense verdict for the Company. Following this defense verdict, plaintiffs again moved to certify a class of Chicago Fire Department plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. Over the Company’s objection, the trial court granted plaintiffs’ motion for class certification on March 11, 2013 and scheduled a class action trial to begin on June 10, 2013. The Company filed a petition for review with the Illinois Appellate Court on March 29, 2013 seeking reversal of the class certification order. On June 25, 2014, a unanimous three-judge panel of the First District Illinois Appellate Court issued its opinion reversing the class certification order of the trial court. Specifically, the Appellate Court determined that the trial court’s ruling failed to satisfy the class-action requirements that the common issues of the firefighters’ claims predominate over the individual issues and that there is an adequate representative for the class. During a status hearing on October 8, 2014, plaintiffs represented to the Court that they would again seek to certify a class of firefighters on the issue of whether the Company’s sirens were defective and unreasonably dangerous. On January 12, 2015, plaintiffs filed motions to amend their complaints to add class action allegations with respect to Chicago firefighter plaintiffs, as well as the approximately 1,800 firefighter plaintiffs from locations outside of Chicago. On March 11, 2015, the trial court granted plaintiff’s motions to amend their complaints. On April 24, 2015, the cases were transferred to Cook County chancery court, which will decide all class certification issues. On March 23, 2018, plaintiffs filed a motion to certify as a class all firefighters from the Chicago Fire Department who have filed lawsuits in this matter. The Company has served discovery upon plaintiffs related to this motion and intends to continue its objections to any attempt at certification. The court has ordered plaintiffs to respond to the Company’s discovery. The Company has also filed motions to dismiss cases involving firefighters who worked for fire departments located outside of the State of Illinois based on improper venue. On February 24, 2017, the Circuit Court of Cook County entered orders dismissing the cases of 1,770 such firefighter plaintiffs from the jurisdiction of the State of Illinois. Pursuant to these orders, these plaintiffs had six months thereafter to refile their cases in jurisdictions where these firefighters are located. Prior to this six-month deadline, attorneys representing some of these plaintiffs contacted the Company regarding possible settlement of their cases. During the year ended December 31, 2017, the Company entered into a global settlement agreement with two attorneys who represented approximately 1,090 of these plaintiffs. Under the terms of the settlement agreement, the Company offered $700 per plaintiff to settle these cases and 717 plaintiffs accepted this offer as a final settlement. The attorneys representing these plaintiffs agreed to withdraw from representing plaintiffs who did not respond to the settlement offer. It is the Company’s position that the non-settling plaintiffs who failed to timely refile their cases following the February 2017 dismissal by the Circuit Court of Cook County are now barred from doing so by the statute of limitations. The Company filed a venue motion seeking to transfer to DuPage County cases involving 10 plaintiffs who reside and work in Illinois but outside of Cook County. The Court granted this motion on June 28, 2017. The Company has also been sued on this issue outside of the Cook County, Illinois venue. Between 2007 and 2009, a total of 71 lawsuits involving 71 plaintiffs were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. Three of these cases were dismissed pursuant to pretrial motions filed by the Company. Another case was voluntarily dismissed. Prior to trial in four cases, the Company paid nominal sums to obtain dismissals. Three trials occurred in Philadelphia involving these cases filed in 2007 through 2009. The first trial involving one of these plaintiffs occurred in 2010, when the jury returned a verdict for the plaintiff. In particular, the jury found that the Company’s siren was not defectively designed, but that the Company negligently constructed the siren. The jury awarded damages in the amount of $0.1 million , which was subsequently reduced to $0.08 million . The Company appealed this verdict. Another trial, involving nine Philadelphia firefighter plaintiffs, also occurred in 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial. The third trial, also involving nine Philadelphia firefighter plaintiffs, was completed during 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial. Following defense verdicts in the last two Philadelphia trials, the Company negotiated settlements with respect to all remaining filed cases in Philadelphia at that time, as well as other firefighter claimants represented by the attorney who filed the Philadelphia cases. On January 4, 2011, the Company entered into a Global Settlement Agreement (the “Settlement Agreement”) with the law firm of the attorney representing the Philadelphia claimants, on behalf of 1,125 claimants the firm represented (the “Claimants”) and who had asserted product claims against the Company (the “Claims”). Three hundred eight of the Claimants had lawsuits pending against the Company in Cook County, Illinois. The Settlement Agreement provided that the Company pay a total amount of $3.8 million (the “Settlement Payment”) to settle the Claims (including the costs, fees and other expenses of the law firm in connection with its representation of the Claimants), subject to certain terms, conditions and procedures set forth in the Settlement Agreement. In order for the Company to be required to make the Settlement Payment: (i) each Claimant who agreed to settle his or her claims had to sign a release acceptable to the Company (a “Release”), (ii) each Claimant who agreed to the settlement and who was a plaintiff in a lawsuit, had to dismiss his or her lawsuit with prejudice, (iii) by April 29, 2011, at least 93% of the Claimants identified in the Settlement Agreement must have agreed to settle their claims and provide a signed Release to the Company and (iv) the law firm had to withdraw from representing any Claimants who did not agree to the settlement, including those who filed lawsuits. If the conditions to the settlement were met, but less than 100% of the Claimants agreed to settle their Claims and sign a Release, the Settlement Payment would be reduced by the percentage of Claimants who did not agree to the settlement. On April 22, 2011, the Company confirmed that the terms and conditions of the Settlement Agreement had been met and made a payment of $3.6 million to conclude the settlement. The amount was based upon the Company’s receipt of 1,069 signed releases provided by Claimants, which was 95% of all Claimants identified in the Settlement Agreement. The Company generally denies the allegations made in the claims and lawsuits by the Claimants and denies that its products caused any injuries to the Claimants. Nonetheless, the Company entered into the Settlement Agreement for the purpose of minimizing its expenses, including legal fees, and avoiding the inconvenience, uncertainty and distraction of the claims and lawsuits. During April through October 2012, 20 new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases were filed on behalf of 20 Philadelphia firefighters and involve various defendants in addition to the Company. Five of these cases were subsequently dismissed. The first trial involving these 2012 Philadelphia cases occurred during December 2014 and involved three firefighter plaintiffs. The jury returned a verdict in favor of the Company. Following this trial, all of the parties agreed to settle cases involving seven firefighter plaintiffs set for trial during January 2015 for nominal amounts per plaintiff. In January 2015, plaintiffs’ attorneys filed two new complaints in the Court of Common Pleas, Philadelphia, Pennsylvania on behalf of approximately 70 additional firefighter plaintiffs. The vast majority of the firefighters identified in these complaints are located outside of Pennsylvania. One of the complaints in these cases, which involves 11 firefighter plaintiffs from the District of Columbia, was removed to federal court in the Eastern District of Pennsylvania. Plaintiffs voluntarily dismissed all claims in this case on May 31, 2016. The Company thereafter moved to recover various fees and costs in this case, asserting that plaintiffs’ counsel failed to properly investigate these claims prior to filing suit. The Court granted this motion on April 25, 2017, awarding $0.1 million to the Company. After plaintiffs appealed this Order, the United States Court of Appeals for the Third Circuit affirmed the lower court decision awarding fees and costs to the Company. With respect to claims of other out-of-state firefighters involved in these two cases, the Company moved to dismiss these claims as improperly filed in Pennsylvania. The Court granted this motion and dismissed these claims on November 5, 2015. During August through December 2015, another nine new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases involve a total of 193 firefighters, most of whom are located outside of Pennsylvania. The Company again moved to dismiss all claims filed by out-of-state firefighters in these cases as improperly filed in Pennsylvania. On May 24, 2016, the Court granted this motion and dismissed these claims. Plaintiffs appealed this decision and, on September 25, 2018, the appellate court reversed this dismissal. The Company has filed a petition with the appellate court requesting that the court reconsider its ruling. On December 7, 2018, the appellate court granted the Company’s petition and withdrew its prior decision. The Court has ordered that the parties file additional briefs and a new panel of appellate judges issue a decision. On May 13, 2016, four new cases were filed in Philadelphia state court, involving a total of 55 Philadelphia firefighters who live in Pennsylvania. During August 2016, the Company settled a case involving four Philadelphia firefighters that had been set for trial in Philadelphia state court during September 2016. During 2017, plaintiffs filed additional cases in the Court of Common Pleas, Philadelphia County, involving over 100 Philadelphia firefighter plaintiffs. During January 2017, plaintiffs filed a motion to consolidate and bifurcate, similar to a motion filed in the Pittsburgh hearing loss cases, as described below. The Company has filed an opposition to this motion. These cases were then transferred to the mass tort program in Philadelphia for pretrial purposes. Plaintiffs’ counsel thereafter dismissed several plaintiffs. During November 2017, a trial involving one Philadelphia firefighter occurred. The jury returned a verdict in favor of the Company in this trial. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 75 firefighters involved in cases pending in the Philadelphia mass tort program. During April through July 2013, additional cases were filed in Allegheny County, Pennsylvania on behalf of 247 plaintiff firefighters from Pittsburgh and against various defendants, including the Company. During May 2016, two additional cases were filed against the Company in Allegheny County involving 19 Pittsburgh firefighters. After the Company filed pretrial motions, the Court dismissed claims of 55 Pittsburgh firefighter plaintiffs. The Court scheduled trials for May, September and November 2016, for eight firefighters per trial. Prior to the first scheduled trial in Pittsburgh, the Court granted the Company’s motion for summary judgment and dismissed all claims asserted by plaintiff firefighters involved in this trial. Following an appeal by the plaintiff firefighters, the appellate court affirmed this dismissal. The next trial for six Pittsburgh firefighters started on November 7, 2016. Shortly after this trial began, plaintiffs’ counsel moved for a mistrial because a key witness suddenly became unavailable. The Court granted this motion and rescheduled this trial for March 6, 2017. During January 2017, plaintiffs also moved to consolidate and bifurcate trials involving Pittsburgh firefighters. In particular, plaintiffs sought one trial involving liability issues which will apply to all Pittsburgh firefighters who filed suit against the Company. The Company filed an opposition to this motion. On April 18, 2017, the trial court granted plaintiffs’ motion to bifurcate the next Pittsburgh trial. Pursuant to a motion for clarification filed by the Company, the Court ruled that the bifurcation order would only apply to six plaintiffs who were part of the next trial group in Pittsburgh. The Company thereafter sought an interlocutory appeal of the Court’s bifurcation order. The appellate court declined to accept the appeal at that time. A bifurcated trial began on September 27, 2017 in Allegheny County, Pennsylvania. Prior to and during trial, two plaintiffs were dismissed, resulting in four plaintiffs remaining for trial. After approximately two weeks of trial, the jury found that the Company’s siren product was not defective or unreasonably dangerous and rendered a verdict in favor of the Company. A second trial involving Pittsburgh firefighters began during January 2018. At the outset of this trial, plaintiffs’ attorneys requested that the Company consider settlement of various cases. This trial was continued to allow the parties to further discuss possible settlement. During March 2018, the parties agreed in principle on a framework to resolve hearing loss claims and cases in all jurisdictions involved in the hearing loss litigation except in Cook County and Lackawanna County, and excluding one case involving one firefighter in New York City. The firefighters excluded from this settlement framework are represented by different attorneys. Pursuant to this settlement framework, the Company would pay $700 to each firefighter who has filed a lawsuit and is eligible to be part of the settlement. The Company would pay $300 to each firefighter who has not yet filed a case and is eligible to be part of the settlement. To be eligible for settlement, among other things, firefighters must provide proof that they have high frequency noise-induced hearing loss. There are approximately 3,700 firefighters whose claims may be considered as part of this settlement, including approximately 1,320 firefighters who have ongoing filed lawsuits. The parties are in the process of determining how many of these firefighters will be eligible to participate in the settlement. In order to minimize the parties’ respective legal costs and expenses during this settlement process, on July 5, 2018, the parties entered into a tolling agreement (the “Tolling Agreement”). Pursuant to the Tolling Agreement, counsel for the settling firefighters agreed to dismiss the pending lawsuits in all jurisdictions except for the Allegheny County (Pittsburgh), Pennsylvania cases, and the Company agreed to a tolling of any statute of limitations applicable to the dismissed cases until July 31, 2019. The settlement framework will require plaintiffs’ attorneys to withdraw from representing firefighters who elect not to participate in this settlement. As of June 30, 2019 , the Company has recognized an estimated liability for the potential settlement amount. While it is reasonably possible that the ultimate resolution of this matter may result in a loss in excess of the amount accrued, the incremental loss is not expected to be material. During March 2014, an action also was brought in the Court of Common Pleas of Erie County, Pennsylvania on behalf of 61 firefighters. This case likewise involves various defendants in addition to the Company. After the Company filed pretrial motions, 33 Erie County firefighter plaintiffs voluntarily dismissed their claims. During August 2017, five cases involving 70 firefighter plaintiffs were filed in Lackawanna County, Pennsylvania. These cases involve firefighter plaintiffs who originally filed in Cook County and were dismissed pursuant to the Company’s forum nonconveniens motion. As of June 30, 2019 , a total of 263 firefighters are involved in cases filed in Allegheny and Lackawanna counties in Pennsylvania. On September 17, 2014, 20 lawsuits, involving a total of 193 Buffalo Fire Department firefighters, were filed in the Supreme Court of the State of New York, Erie County. All of the cases filed in Erie County, New York have been removed to federal court in the Western District of New York. Plaintiffs have filed a motion to consolidate and bifurcate these cases, similar to the motion filed in the Pittsburgh hearing loss cases, as described above. The Company has filed an opposition to the motion. During February 2015, a lawsuit involving one New York City firefighter plaintiff was filed in the Supreme Court of the State of New York, New York County. The plaintiff named the Company as well as several other parties as defendants. That case subsequently was transferred to federal court in the Northern District of New York and thereafter dismissed. During April 2015 through January 2016, 29 new cases involving a total of 235 firefighters were filed in various counties in the New York City area. During December 2016 through October 2017, additional cases were filed in these jurisdictions. On February 5, 2018, the Company was served with a complaint in an additional case filed in Kings County, New York. This case involves one plaintiff. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 536 firefighters involved in cases filed in the State of New York. During November 2015, the Company was served with a complaint filed in Union County, New Jersey state court, involving 34 New Jersey firefighters. This case has been transferred to federal court in the District of New Jersey. During the period from January through May 2016, eight additional cases were filed in various New Jersey state courts. Most of the firefighters in these cases reside in New Jersey and work or worked at New Jersey fire departments. During December 2016, a case involving one New Jersey firefighter was filed in the United States District Court of New Jersey. On May 2, 2017, plaintiffs filed a motion to consolidate and bifurcate in the pending federal court case in New Jersey. This motion was similar to bifurcation motions filed by plaintiffs in Pittsburgh, Buffalo and Philadelphia. The Court has denied this motion as premature. Pursuant to a petition filed by both parties, all New Jersey state court cases were consolidated for pretrial purposes. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 61 firefighters involved in cases filed in New Jersey. During May through October 2016, nine cases were filed in Suffolk County, Massachusetts state court, naming the Company as a defendant. These cases involve 194 firefighters who lived and worked in the Boston area. During August 2017, plaintiffs filed additional cases in Suffolk County court. The Company moved to transfer various cases filed in Suffolk County to other counties in Massachusetts where plaintiffs reside and work. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 218 firefighters involved in cases filed in Massachusetts. During August and September 2017, plaintiffs’ attorneys filed additional hearing loss cases in Florida. The Company is the only named defendant. These cases were filed in several different counties in Florida, including Tampa, Miami and Orlando municipalities. Plaintiffs have agreed to stipulate that they will not seek more than $75,000 in damages in any individual plaintiff case. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 166 firefighters involved in cases filed in Florida. From 2007 through 2009, firefighters also brought hearing loss claims against the Company in New Jersey, Missouri, Maryland and Kings County, New York. All of those cases, however, were dismissed prior to trial, including four cases in the Supreme Court of Kings County, New York that were dismissed upon the Company’s motion in 2008. On appeal, the New York appellate court affirmed the trial court’s dismissal of these cases. Plaintiffs’ attorneys have threatened to file additional lawsuits. The Company intends to vigorously defend all of these lawsuits, if filed. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company computes earnings per share (“EPS”) in accordance with ASC 260, Earnings per Share , which requires that non-vested restricted stock containing non-forfeitable dividend rights should be treated as participating securities pursuant to the two-class method. Under the two-class method, net income is reduced by the amount of dividends declared in the period for common stock and participating securities. The remaining undistributed earnings are then allocated to common stock and participating securities as if all of the net income for the period had been distributed. The amounts of distributed and undistributed earnings allocated to participating securities for the three and six months ended June 30, 2019 and 2018 were insignificant and did not materially impact the calculation of basic or diluted EPS. Basic EPS is computed by dividing income available to common stockholders by the weighted average number of shares of common stock and non-vested restricted stock awards outstanding for the period. Diluted EPS is computed using the weighted average number of shares of common stock and non-vested restricted stock awards outstanding for the year, plus the effect of dilutive potential common shares outstanding during the period. The dilutive effect of common stock equivalents is determined using the more dilutive of the two-class method or alternative methods. The Company uses the treasury stock method to determine the potentially dilutive impact of our employee stock options and restricted stock units, and the contingently issuable method for our performance-based restricted stock unit awards. For both the three and six months ended June 30, 2019 , options to purchase 0.5 million shares of the Company’s common stock, respectively, had an anti-dilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS. For both the three and six months ended June 30, 2018 , options to purchase 0.3 million shares of the Company’s common stock had an anti-dilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS. The following table reconciles Net income to basic and diluted EPS: Three Months Ended Six Months Ended (in millions, except per share data) 2019 2018 2019 2018 Net income $ 32.8 $ 26.9 $ 50.3 $ 39.8 Weighted average shares outstanding – Basic 60.1 59.9 60.1 59.9 Dilutive effect of common stock equivalents 1.2 1.1 1.1 1.0 Weighted average shares outstanding – Diluted 61.3 61.0 61.2 60.9 Earnings per share: Basic $ 0.55 $ 0.45 $ 0.84 $ 0.67 Diluted 0.54 0.44 0.82 0.65 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Dividends On February 19, 2019 , the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.08 per common share. The dividend totaled $4.8 million and was distributed on March 29, 2019 to holders of record at the close of business on March 18, 2019 . On April 30, 2019 , the Board declared a quarterly cash dividend of $0.08 per common share. The dividend totaled $4.8 million and was distributed on May 30, 2019 to holders of record at the close of business on May 15, 2019 . During the three and six months ended June 30, 2018 , dividends of $4.8 million and $9.0 million , respectively, were paid to stockholders. On July 30, 2019 , the Board declared a quarterly cash dividend of $0.08 per common share payable on August 28, 2019 to holders of record at the close of business on August 14, 2019 . Stock Repurchase Program In November 2014, the Board authorized a stock repurchase program of up to $75.0 million of the Company’s common stock. The stock repurchase program is intended primarily to facilitate opportunistic purchases of Company stock as a means to provide cash returns to stockholders, enhance stockholder returns and manage the Company’s capital structure. Under the stock repurchase program, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock in the open market or through privately negotiated transactions. Stock repurchases by the Company are subject to market conditions and other factors and may be commenced, suspended or discontinued at any time. During the six months ended June 30, 2019 , the Company repurchased 48,409 shares for a total of $1.0 million under the stock repurchase program. Accumulated Other Comprehensive Loss The following tables summarize the changes in each component of Accumulated other comprehensive loss , net of tax: Three Months Ended June 30, 2019 and 2018 (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Total Balance at April 1, 2019 $ (87.2 ) (2.5 ) $ (8.9 ) $ 1.0 $ (97.6 ) Other comprehensive income (loss) before reclassifications 0.6 — 0.8 (0.5 ) 0.9 Amounts reclassified from accumulated other comprehensive loss 0.6 0.1 — (0.2 ) 0.5 Net current-period other comprehensive income (loss) 1.2 0.1 0.8 (0.7 ) 1.4 Balance at June 30, 2019 $ (86.0 ) (2.4 ) $ (8.1 ) $ 0.3 $ (96.2 ) (in millions) (a) Actuarial Losses Foreign Unrealized Total Balance at April 1, 2018 $ (75.3 ) $ (0.5 ) $ 1.8 $ (74.0 ) Other comprehensive income (loss) before reclassifications 1.1 (5.2 ) 0.3 (3.8 ) Amounts reclassified from accumulated other comprehensive loss 0.6 — (0.1 ) 0.5 Net current-period other comprehensive income (loss) 1.7 (5.2 ) 0.2 (3.3 ) Balance at June 30, 2018 $ (73.6 ) $ (5.7 ) $ 2.0 $ (77.3 ) Six months ended June 30, 2019 and 2018 (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Total Balance at January 1, 2019 $ (87.4 ) (2.5 ) $ (8.9 ) $ 1.5 $ (97.3 ) Other comprehensive income (loss) before reclassifications 0.2 — 0.8 (0.7 ) 0.3 Amounts reclassified from accumulated other comprehensive loss 1.2 0.1 — (0.5 ) 0.8 Net current-period other comprehensive income (loss) 1.4 0.1 0.8 (1.2 ) 1.1 Balance at June 30, 2019 $ (86.0 ) (2.4 ) $ (8.1 ) $ 0.3 $ (96.2 ) (in millions) (a) Actuarial Losses Foreign Unrealized Total Balance at January 1, 2018 $ (75.4 ) $ (2.5 ) $ 1.0 $ (76.9 ) Other comprehensive income (loss) before reclassifications 0.4 (3.2 ) 1.1 (1.7 ) Amounts reclassified from accumulated other comprehensive loss 1.4 — (0.1 ) 1.3 Net current-period other comprehensive income (loss) 1.8 (3.2 ) 1.0 (0.4 ) Balance at June 30, 2018 $ (73.6 ) $ (5.7 ) $ 2.0 $ (77.3 ) (a) Amounts in parentheses indicate losses. The following table summarizes the amounts reclassified from Accumulated other comprehensive loss , net of tax, in the three months ended June 30, 2019 and 2018 and the affected line item in the Condensed Consolidated Statements of Operations: Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in Condensed Consolidated Statements of Operations 2019 2018 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (0.7 ) $ (0.8 ) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1 ) — Other (income) expense, net Interest rate swap 0.3 0.2 Interest expense Total before tax (0.5 ) (0.6 ) Income tax benefit — 0.1 Income tax expense Total reclassifications for the period, net of tax $ (0.5 ) $ (0.5 ) (a) Amounts in parentheses indicate losses. The following table summarizes the amounts reclassified from Accumulated other comprehensive loss , net of tax, in the six months ended June 30, 2019 and 2018 and the affected line item in the Condensed Consolidated Statements of Operations: Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in Condensed Consolidated Statements of Operations 2019 2018 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.5 ) $ (1.8 ) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1 ) — Other (income) expense, net Interest rate swap 0.7 0.2 Interest expense Total before tax (0.9 ) (1.6 ) Income tax benefit 0.1 0.3 Income tax expense Total reclassifications for the period, net of tax $ (0.8 ) $ (1.3 ) (a) Amounts in parentheses indicate losses. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company has two reportable segments. Business units are organized under each reportable segment because they share certain characteristics, such as technology, marketing, distribution and product application, which create long-term synergies. The following tables summarize the Company’s operations by segment, including Net sales , Operating income (loss), and Total assets : Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Net sales: Environmental Solutions $ 267.2 $ 233.3 $ 486.7 $ 429.9 Safety and Security Systems 57.1 57.7 111.4 110.8 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 Operating income (loss): Environmental Solutions $ 44.8 $ 37.2 $ 70.5 $ 57.8 Safety and Security Systems 9.5 8.2 18.2 14.3 Corporate and eliminations (8.0 ) (7.3 ) (16.6 ) (14.4 ) Total operating income 46.3 38.1 72.1 57.7 Interest expense 2.0 2.5 4.0 5.0 Other (income) expense, net (0.1 ) 0.4 0.3 0.5 Income before income taxes $ 44.4 $ 35.2 $ 67.8 $ 52.2 (in millions) As of As of December 31, 2018 Total assets: Environmental Solutions $ 838.1 $ 775.2 Safety and Security Systems 219.3 211.5 Corporate and eliminations 37.9 36.7 Total assets of continuing operations 1,095.3 1,023.4 Total assets of discontinued operations 0.4 0.4 Total assets $ 1,095.7 $ 1,023.8 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. The three levels of inputs are classified as follows: • Level 1 — quoted prices in active markets for identical assets or liabilities; • Level 2 — observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and • Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash Equivalents Cash equivalents primarily consist of time-based deposits and interest-bearing instruments with maturities of three months or less. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Interest Rate Swap As described in Note 5 – Debt, the Company entered into an interest rate swap as a means of fixing the floating interest rate component on a portion of its floating-rate debt. The Company classified the interest rate swap as Level 2 due to the use of a discounted cash flow model based on the terms of the contract and the interest rate curve (Level 2 inputs) to calculate the fair value of the swap. Contingent Consideration The Company has a contingent obligation to transfer cash to the former owners of JJE if specified financial results are met over future reporting periods (i.e., an earn-out). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred. Subsequent changes in fair value are recorded as a component of Acquisition and integration-related expenses on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration obligation based on future financial performance, which is determined based on the present value of expected future cash flows. Due to the lack of relevant observable market data over fair value inputs, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements . Increases in the expected payout under a contingent consideration arrangement contribute to increases in the fair value of the related liability. Conversely, decreases in the expected payout under a contingent consideration arrangement contribute to decreases in the fair value of the related liability. Changes in assumptions could have an impact on the fair value of the contingent consideration, which has a maximum payout of C $10.0 million (approximately $7.6 million ). The Company expects to settle the contingent consideration liability during the third quarter of 2019. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2019 : Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 13.8 $ 13.8 Interest rate swap $ 0.4 0.4 Liabilities: Contingent consideration $ 7.6 7.6 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the three months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Contingent consideration liability, at April 1 $ 7.1 $ 6.4 Foreign currency translation 0.1 (0.1 ) Total losses included in earnings (a) 0.4 0.2 Contingent consideration liability, at June 30 $ 7.6 $ 6.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses within the Condensed Consolidated Statements of Operations. The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Contingent consideration liability, at January 1 $ 6.7 $ 6.3 Foreign currency translation 0.3 (0.2 ) Total losses included in earnings (a) 0.6 0.4 Contingent consideration liability, at June 30 $ 7.6 $ 6.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses within the Condensed Consolidated Statements of Operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Event [Line Items] | |
Subsequent Events | SUBSEQUENT EVENTS Acquisition of Mark Rite Lines Equipment Company, Inc. On July 1, 2019 , the Company completed the acquisition of substantially all of the assets and operations of Mark Rite Lines Equipment Company, Inc. (“MRL”), a U.S. manufacturer of truck-mounted and ride-on road-marking equipment, including its wholly-owned subsidiary HighMark Traffic Services, Inc., for an initial purchase price of $55.5 million , subject to certain post-closing adjustments, which are expected to be finalized in the fourth quarter of 2019. The initial cash consideration was funded through borrowings under the Company’s revolving credit facility. The acquisition also includes contingent consideration of up to $15.5 million , based on the achievement of certain financial targets over the three-year period following the closing. The preliminary purchase price allocation has not been completed at this time, due to the proximity of the date of acquisition to the date of issuance of the condensed consolidated financial statements. The Company expects that MRL will provide an efficient entry into a new line of product offerings and access to new markets. The post-acquisition operating results of MRL are expected to be included within the Environmental Solutions Group. Debt Refinancing On July 30, 2019 , the Company entered into the 2019 Credit Agreement, which amends and restates the Amended 2016 Credit Agreement. The 2019 Credit Agreement is a $500 million revolving credit facility, maturing on July 30, 2024 , that provides for borrowings in the form of loans or letters of credit up to the aggregate availability under the facility, with a sub-limit of $75 million for letters of credit. The 2019 Credit Agreement allows for the Borrowers to borrow in denominations of U.S. Dollars, Canadian Dollars, Euros or British Pounds (with borrowings in non-U.S. currencies subject to a sublimit of $200 million ). In addition, the Company may cause the commitments to increase by up to an additional $250 million , subject to the approval of the applicable lenders providing such additional financing. Borrowings under the 2019 Credit Agreement may be used for working capital and general corporate purposes, including acquisitions. The Company’s material domestic subsidiaries provide guarantees for all obligations of the Borrowers under the 2019 Credit Agreement, which is secured by a first priority security interest in (i) all existing or hereafter acquired domestic property and assets of the U.S. Borrower and material domestic subsidiaries, (ii) the stock or other equity interests in each of the material domestic subsidiaries and (iii) 65% of outstanding voting capital stock of certain first-tier foreign subsidiaries, subject to certain exclusions. Borrowings under the 2019 Credit Agreement bear interest, at the Company’s option, at a base rate or a LIBOR rate, plus, in each case, an applicable margin. The applicable margin ranges from zero to 0.75% for base rate borrowings and 1.00% to 1.75% for LIBOR borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.10% to 0.25% per annum on the unused portion of the $500 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin plus other customary fees. The Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under the 2019 Credit Agreement that are to be measured at each fiscal quarter-end. The 2019 Credit Agreement also includes a series of “covenant holiday” periods, which allow for the temporary increase of the minimum net leverage ratio following the completion of a permitted acquisition, or a series of acquisitions, when the aggregate consideration over a period of twelve months exceeds $75 million . In addition, the 2019 Credit Agreement includes customary negative covenants, subject to certain exceptions, restricting or limiting the Company’s and its subsidiaries’ ability to, among other things: (i) make non-ordinary course dispositions of assets; (ii) make certain fundamental business changes, such as mergers, consolidations or any similar combination; (iii) make restricted payments, including dividends and stock repurchases; (iv) incur indebtedness; (v) make certain loans and investments; (vi) create liens; (vii) transact with affiliates; (viii) enter into sale/leaseback transactions; (ix) make negative pledges; and (x) modify subordinated debt documents. Under the 2019 Credit Agreement, restricted payments, including dividends and stock repurchases, shall be permitted if (i) the Company’s leverage ratio is less than or equal to 3.25 ; (ii) the Company is in compliance with all other financial covenants; and (iii) there are no existing defaults under the 2019 Credit Agreement. If its leverage ratio is more than 3.25 , the Company is still permitted to fund (i) up to $35 million of dividend payments and stock repurchases; and (ii) an incremental $50 million of other cash payments. The 2019 Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the 2019 Credit Agreement and the commitments from the lenders may be terminated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of the Business | Organization and Description of the Business Federal Signal Corporation was founded in 1901 and was reincorporated as a Delaware corporation in 1969. References herein to the “Company,” “we,” “our” or “us” refer collectively to Federal Signal Corporation and its subsidiaries. Products manufactured and services rendered by the Company are divided into two reportable segments: Environmental Solutions Group and Safety and Security Systems Group. The individual operating businesses are organized as such because they share certain characteristics, including technology, marketing, distribution and product application, which create long-term synergies. These segments are discussed in Note 11 – Segment Information. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements represent the consolidation of Federal Signal Corporation and its subsidiaries included herein and have been prepared by the Company pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures presented herein are adequate to ensure the information presented is not misleading. Except as otherwise noted, these condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 , and should be read in conjunction with those consolidated financial statements and the notes thereto. These condensed consolidated financial statements include all normal and recurring adjustments that we considered necessary to present a fair statement of our results of operations, financial condition and cash flow. Intercompany balances and transactions have been eliminated in consolidation. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. While we label our quarterly information using a calendar convention whereby our first, second and third quarters are labeled as ending on March 31, June 30 and September 30, respectively, it is our longstanding practice to establish interim quarterly closing dates based on a 13-week period ending on a Saturday, with our fiscal year ending on December 31. The effects of this practice are not material and exist only within a reporting year. |
Recent Accounting Pronouncements and Accounting Changes | Recent Accounting Pronouncements and Accounting Changes In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), which supersedes the lease accounting requirements in Accounting Standards Codification (“ASC”) 840, Leases (“Topic 840”). Topic 842 requires organizations that are lessees in operating lease arrangements to recognize right-of-use assets and lease liabilities on the balance sheet and requires disclosure of key qualitative and quantitative information about leasing arrangements by both lessors and lessees. The Company adopted Topic 842 effective January 1, 2019, using the alternative transition method outlined in ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which permits application of the new guidance at the beginning of the period of adoption, with comparative periods continuing to be reported under Topic 840. See Note 3 – Leases for further discussion. No other new accounting pronouncements issued, but not yet adopted, are expected to have a material impact on the Company’s results of operations, financial position or cash flow. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Leases, Lessee | The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental collateralized borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the respective lease term. |
Fair Value Measurements | The Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. The three levels of inputs are classified as follows: • Level 1 — quoted prices in active markets for identical assets or liabilities; • Level 2 — observable inputs, other than quoted prices included in Level 1, such as quoted prices for markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and • Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. In determining fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the Company’s assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Cash Equivalents Cash equivalents primarily consist of time-based deposits and interest-bearing instruments with maturities of three months or less. The Company classified cash equivalents as Level 1 due to the short-term nature of these instruments and measured the fair value based on quoted prices in active markets for identical assets. Interest Rate Swap As described in Note 5 – Debt, the Company entered into an interest rate swap as a means of fixing the floating interest rate component on a portion of its floating-rate debt. The Company classified the interest rate swap as Level 2 due to the use of a discounted cash flow model based on the terms of the contract and the interest rate curve (Level 2 inputs) to calculate the fair value of the swap. Contingent Consideration The Company has a contingent obligation to transfer cash to the former owners of JJE if specified financial results are met over future reporting periods (i.e., an earn-out). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred. Subsequent changes in fair value are recorded as a component of Acquisition and integration-related expenses on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration obligation based on future financial performance, which is determined based on the present value of expected future cash flows. Due to the lack of relevant observable market data over fair value inputs, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disaggregation of Revenue [Abstract] | |
Net Sales Disaggregated By Geographic Region Based On The Location Of The End Customer And By Major Product Line | The following table presents the Company’s Net sales disaggregated by geographic region, based on the location of the end customer, and by major product line: Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Geographic Region: U.S. $ 248.2 $ 220.7 $ 453.0 $ 417.3 Canada 51.2 45.8 95.6 78.2 Europe/Other 24.9 24.5 49.5 45.2 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 213.7 $ 185.2 $ 387.4 $ 340.8 Parts 35.5 32.4 66.6 62.2 Rental income (b) 13.4 11.6 23.0 19.4 Other (c) 4.6 4.1 9.7 7.5 Total 267.2 233.3 486.7 429.9 Safety and Security Systems Public safety and security equipment 34.6 36.7 67.0 67.3 Industrial signaling equipment 16.2 13.5 30.0 26.7 Warning systems 6.3 7.5 14.4 16.8 Total 57.1 57.7 111.4 110.8 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 (a) Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment. (b) Represents income from vehicle and equipment lease arrangements with customers. (c) Primarily includes revenues from services such as maintenance and repair work and the sale of extended warranty contracts. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lease Cost and Other Information | The following table summarizes the Company’s total lease costs and supplemental cash flow information arising from operating lease transactions: (in millions) Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Total operating lease costs (a) $ 3.3 $ 6.1 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2.0 $ 4.0 (a) Includes short-term leases and variable lease costs, which are immaterial. |
Lease Assets And Liabilities | The following table summarizes the components of lease right-of-use assets and liabilities: (in millions) June 30, 2019 Affected Line Item in Condensed Consolidated Balance Sheets Assets Operating lease right-of-use assets $ 24.9 Operating lease right-of-use assets Finance lease right-of-use assets 0.9 Properties and equipment, net of accumulated depreciation Total lease right-of-use assets $ 25.8 Liabilities Current: Operating leases $ 7.8 Other current liabilities Finance leases 0.2 Current portion of long-term borrowings and finance lease obligations Noncurrent: Operating leases 19.4 Long-term operating lease liabilities Finance leases 0.4 Long-term borrowings and finance lease obligations Total lease liabilities $ 27.8 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2019 were as follows: (in millions) 2019 (excluding the six months ended June 30, 2019) $ 4.1 2020 7.7 2021 7.0 2022 6.1 2023 3.4 Thereafter 1.2 Total lease payments 29.5 Less: Imputed interest 2.3 Present value of operating lease liabilities $ 27.2 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The following table summarizes the components of Inventories : (in millions) June 30, December 31, Finished goods $ 87.3 $ 78.3 Raw materials 71.8 66.3 Work in process 14.4 12.7 Total inventories $ 173.5 $ 157.3 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Components of Long-Term Borrowings and Finance Lease Obligations | The following table summarizes the components of Long-term borrowings and finance lease obligations : (in millions) June 30, December 31, 2018 Amended 2016 Credit Agreement (a) $ 208.8 $ 209.4 Finance lease obligations 0.6 0.7 Total long-term borrowings and finance lease obligations, including current portion 209.4 210.1 Less: Current finance lease obligations 0.2 0.2 Total long-term borrowings and finance lease obligations $ 209.2 $ 209.9 (a) Defined as the Amended and Restated Credit Agreement, dated January 27, 2016, as amended on June 2, 2017. |
Schedule of Carrying Amounts and Estimated Fair Values of Long-Term Borrowings | The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term borrowings: June 30, 2019 December 31, 2018 (in millions) Notional Amount Fair Value Notional Amount Fair Value Long-term borrowings (a) $ 209.4 $ 209.4 $ 210.1 $ 210.1 (a) Long-term borrowings includes current portions of long-term debt and current portions of finance lease obligations of $0.2 million and $0.2 million as of June 30, 2019 and December 31, 2018 , respectively. |
Pensions (Tables)
Pensions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Retirement Benefits [Abstract] | |
Summary of Components of Net Periodic Pension Expense (Benefit) | The following table summarizes the components of net periodic pension expense (benefit): U.S. Benefit Plan Non-U.S. Benefit Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 2019 2018 2019 2018 Service cost $ — $ — $ — $ — $ — $ — $ 0.1 $ 0.1 Interest cost 1.7 1.6 3.4 3.2 0.4 0.4 0.7 0.7 Amortization of actuarial loss 0.6 0.7 1.2 1.5 0.1 0.1 0.3 0.3 Amortization of prior service cost — — — — 0.1 — 0.1 — Expected return on plan assets (2.2 ) (2.2 ) (4.4 ) (4.4 ) (0.5 ) (0.6 ) (1.0 ) (1.2 ) Net periodic pension expense (benefit) $ 0.1 $ 0.1 $ 0.2 $ 0.3 $ 0.1 $ (0.1 ) $ 0.2 $ (0.1 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following table summarizes the changes in the Company’s warranty liabilities during the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Balance at January 1 $ 9.8 $ 8.4 Provisions to expense 2.9 3.5 Payments (3.1 ) (3.2 ) Balance at June 30 $ 9.6 $ 8.7 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Net Income to Basic and Diluted EPS | The following table reconciles Net income to basic and diluted EPS: Three Months Ended Six Months Ended (in millions, except per share data) 2019 2018 2019 2018 Net income $ 32.8 $ 26.9 $ 50.3 $ 39.8 Weighted average shares outstanding – Basic 60.1 59.9 60.1 59.9 Dilutive effect of common stock equivalents 1.2 1.1 1.1 1.0 Weighted average shares outstanding – Diluted 61.3 61.0 61.2 60.9 Earnings per share: Basic $ 0.55 $ 0.45 $ 0.84 $ 0.67 Diluted 0.54 0.44 0.82 0.65 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Changes in Each Component of Accumulated Other Comprehensive Loss | The following tables summarize the changes in each component of Accumulated other comprehensive loss , net of tax: Three Months Ended June 30, 2019 and 2018 (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Total Balance at April 1, 2019 $ (87.2 ) (2.5 ) $ (8.9 ) $ 1.0 $ (97.6 ) Other comprehensive income (loss) before reclassifications 0.6 — 0.8 (0.5 ) 0.9 Amounts reclassified from accumulated other comprehensive loss 0.6 0.1 — (0.2 ) 0.5 Net current-period other comprehensive income (loss) 1.2 0.1 0.8 (0.7 ) 1.4 Balance at June 30, 2019 $ (86.0 ) (2.4 ) $ (8.1 ) $ 0.3 $ (96.2 ) (in millions) (a) Actuarial Losses Foreign Unrealized Total Balance at April 1, 2018 $ (75.3 ) $ (0.5 ) $ 1.8 $ (74.0 ) Other comprehensive income (loss) before reclassifications 1.1 (5.2 ) 0.3 (3.8 ) Amounts reclassified from accumulated other comprehensive loss 0.6 — (0.1 ) 0.5 Net current-period other comprehensive income (loss) 1.7 (5.2 ) 0.2 (3.3 ) Balance at June 30, 2018 $ (73.6 ) $ (5.7 ) $ 2.0 $ (77.3 ) Six months ended June 30, 2019 and 2018 (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Total Balance at January 1, 2019 $ (87.4 ) (2.5 ) $ (8.9 ) $ 1.5 $ (97.3 ) Other comprehensive income (loss) before reclassifications 0.2 — 0.8 (0.7 ) 0.3 Amounts reclassified from accumulated other comprehensive loss 1.2 0.1 — (0.5 ) 0.8 Net current-period other comprehensive income (loss) 1.4 0.1 0.8 (1.2 ) 1.1 Balance at June 30, 2019 $ (86.0 ) (2.4 ) $ (8.1 ) $ 0.3 $ (96.2 ) (in millions) (a) Actuarial Losses Foreign Unrealized Total Balance at January 1, 2018 $ (75.4 ) $ (2.5 ) $ 1.0 $ (76.9 ) Other comprehensive income (loss) before reclassifications 0.4 (3.2 ) 1.1 (1.7 ) Amounts reclassified from accumulated other comprehensive loss 1.4 — (0.1 ) 1.3 Net current-period other comprehensive income (loss) 1.8 (3.2 ) 1.0 (0.4 ) Balance at June 30, 2018 $ (73.6 ) $ (5.7 ) $ 2.0 $ (77.3 ) (a) Amounts in parentheses indicate losses. |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the amounts reclassified from Accumulated other comprehensive loss , net of tax, in the three months ended June 30, 2019 and 2018 and the affected line item in the Condensed Consolidated Statements of Operations: Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in Condensed Consolidated Statements of Operations 2019 2018 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (0.7 ) $ (0.8 ) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1 ) — Other (income) expense, net Interest rate swap 0.3 0.2 Interest expense Total before tax (0.5 ) (0.6 ) Income tax benefit — 0.1 Income tax expense Total reclassifications for the period, net of tax $ (0.5 ) $ (0.5 ) (a) Amounts in parentheses indicate losses. The following table summarizes the amounts reclassified from Accumulated other comprehensive loss , net of tax, in the six months ended June 30, 2019 and 2018 and the affected line item in the Condensed Consolidated Statements of Operations: Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in Condensed Consolidated Statements of Operations 2019 2018 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.5 ) $ (1.8 ) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1 ) — Other (income) expense, net Interest rate swap 0.7 0.2 Interest expense Total before tax (0.9 ) (1.6 ) Income tax benefit 0.1 0.3 Income tax expense Total reclassifications for the period, net of tax $ (0.8 ) $ (1.3 ) (a) Amounts in parentheses indicate losses. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Summary of Net Sales, Operating Income (Loss), and Total Assets by Segment | The following tables summarize the Company’s operations by segment, including Net sales , Operating income (loss), and Total assets : Three Months Ended Six Months Ended (in millions) 2019 2018 2019 2018 Net sales: Environmental Solutions $ 267.2 $ 233.3 $ 486.7 $ 429.9 Safety and Security Systems 57.1 57.7 111.4 110.8 Total net sales $ 324.3 $ 291.0 $ 598.1 $ 540.7 Operating income (loss): Environmental Solutions $ 44.8 $ 37.2 $ 70.5 $ 57.8 Safety and Security Systems 9.5 8.2 18.2 14.3 Corporate and eliminations (8.0 ) (7.3 ) (16.6 ) (14.4 ) Total operating income 46.3 38.1 72.1 57.7 Interest expense 2.0 2.5 4.0 5.0 Other (income) expense, net (0.1 ) 0.4 0.3 0.5 Income before income taxes $ 44.4 $ 35.2 $ 67.8 $ 52.2 (in millions) As of As of December 31, 2018 Total assets: Environmental Solutions $ 838.1 $ 775.2 Safety and Security Systems 219.3 211.5 Corporate and eliminations 37.9 36.7 Total assets of continuing operations 1,095.3 1,023.4 Total assets of discontinued operations 0.4 0.4 Total assets $ 1,095.7 $ 1,023.8 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2019 : Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 13.8 $ 13.8 Interest rate swap $ 0.4 0.4 Liabilities: Contingent consideration $ 7.6 7.6 |
Roll-Forward of Fair Value of Recurring Level 3 Fair Value Measurements | The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the three months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Contingent consideration liability, at April 1 $ 7.1 $ 6.4 Foreign currency translation 0.1 (0.1 ) Total losses included in earnings (a) 0.4 0.2 Contingent consideration liability, at June 30 $ 7.6 $ 6.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses within the Condensed Consolidated Statements of Operations. The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the six months ended June 30, 2019 and 2018 : (in millions) 2019 2018 Contingent consideration liability, at January 1 $ 6.7 $ 6.3 Foreign currency translation 0.3 (0.2 ) Total losses included in earnings (a) 0.6 0.4 Contingent consideration liability, at June 30 $ 7.6 $ 6.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses within the Condensed Consolidated Statements of Operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2019Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue From Contracts With Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 324.3 | $ 291 | $ 598.1 | $ 540.7 | |
U.S. | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 248.2 | 220.7 | 453 | 417.3 | |
Canada | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 51.2 | 45.8 | 95.6 | 78.2 | |
Europe/Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 24.9 | 24.5 | 49.5 | 45.2 | |
Environmental Solutions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 267.2 | 233.3 | 486.7 | 429.9 | |
Environmental Solutions | Vehicles and equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [1] | 213.7 | 185.2 | 387.4 | 340.8 |
Environmental Solutions | Parts | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 35.5 | 32.4 | 66.6 | 62.2 | |
Environmental Solutions | Rental income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [2] | 13.4 | 11.6 | 23 | 19.4 |
Environmental Solutions | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [3] | 4.6 | 4.1 | 9.7 | 7.5 |
Safety and Security Systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 57.1 | 57.7 | 111.4 | 110.8 | |
Safety and Security Systems | Public safety and security equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 34.6 | 36.7 | 67 | 67.3 | |
Safety and Security Systems | Industrial signaling equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 16.2 | 13.5 | 30 | 26.7 | |
Safety and Security Systems | Warning systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 6.3 | $ 7.5 | $ 14.4 | $ 16.8 | |
[1] | Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment. | ||||
[2] | Represents income from vehicle and equipment lease arrangements with customers. | ||||
[3] | Primarily includes revenues from services such as maintenance and repair work and the sale of extended warranty contracts. |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Contract with Customer, Liability [Abstract] | ||
Contract liabilities | $ 12.1 | $ 12.1 |
Description of performance obligation timing | Contract liabilities are recognized as Net sales when the related performance obligations are satisfied, which generally occurs within three to six months of the cash receipt. |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | ||
Leases - Lease Cost and Other Information [Abstract] | |||
Total operating lease costs | [1] | $ 3.3 | $ 6.1 |
Operating cash flows from operating leases | $ 2 | $ 4 | |
[1] | Includes short-term leases and variable lease costs, which are immaterial. |
Leases - Lease Assets and Liabi
Leases - Lease Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets | |||
Operating lease right-of-use assets | $ 24.9 | $ 27.1 | $ 0 |
Finance lease right-of-use assets | 0.9 | ||
Total lease right-of-use assets | 25.8 | ||
Current Liabilities: | |||
Operating leases | 7.8 | ||
Finance leases | 0.2 | ||
Noncurrent Liabilities: | |||
Operating leases | 19.4 | $ 0 | |
Finance leases | 0.4 | ||
Total lease liabilities | $ 27.8 |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease Liabilities, Payments Due [Abstract] | |||
2019 | $ 8.9 | ||
2019 (excluding the six months ended June 30, 2019) | $ 4.1 | ||
2020 | 7.7 | 8 | |
2021 | 7 | 6.9 | |
2022 | 6.1 | 5.9 | |
2023 | 3.4 | 3.4 | |
Thereafter | 1.2 | 1.2 | |
Total lease payments | 29.5 | $ 34.3 | |
Less: Imputed interest | 2.3 | ||
Present value of operating lease liabilities | $ 27.2 | $ 29.5 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | Jul. 01, 2007USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 24.9 | $ 0 | $ 27.1 | ||
Operating lease liabilities | $ 27.2 | $ 29.5 | |||
Deferred gain on sale-leaseback transactions | 8.7 | $ 29 | |||
Deferred tax impact of remaining deferred gain associated with the sale-leaseback transactions | 2.2 | ||||
Sale-leaseback transaction lease period | 15 years | ||||
Deferred gain | $ 0 | $ 0.9 | $ 1.9 | ||
Number of principal manufacturing plants leased | 8 | ||||
Number of principal manufacturing plants | 14 | ||||
Weighted-average remaining lease term – operating leases | 4 years | ||||
Weighted-average discount rate – operating leases | 4.00% | ||||
Joe Johnson Equipment | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease liabilities | $ 0.6 | ||||
Number of facility operating leases with affiliates | 2 | ||||
Initial lease term for two facilities owned by affiliates of the sellers of JJE | 5 years |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 87.3 | $ 78.3 |
Raw materials | 71.8 | 66.3 |
Work in process | 14.4 | 12.7 |
Total inventories | $ 173.5 | $ 157.3 |
Debt - Summary of Components of
Debt - Summary of Components of Long-Term Borrowings and Finance Lease Obligations (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Amended 2016 Credit Agreement | [1] | $ 208.8 | $ 209.4 |
Finance lease obligations | 0.6 | 0.7 | |
Total long-term borrowings and finance lease obligations, including current portion | 209.4 | 210.1 | |
Less: Current finance lease obligations | 0.2 | 0.2 | |
Total long-term borrowings and finance lease obligations | $ 209.2 | $ 209.9 | |
[1] | Defined as the Amended and Restated Credit Agreement, dated January 27, 2016, as amended on June 2, 2017. |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amounts and Estimated Fair Values of Long-Term Borrowings (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Long-term borrowings | $ 209.4 | $ 210.1 | |
Current portion of long-term borrowings and finance lease obligations | 0.2 | 0.2 | |
Notional Amount | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | 209.4 | 210.1 |
Fair Value | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | $ 209.4 | $ 210.1 |
[1] | Long-term borrowings includes current portions of long-term debt and current portions of finance lease obligations of $0.2 million and $0.2 million as of June 30, 2019 and December 31, 2018 , respectively. |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Fair value of interest rate swap | $ 0.4 | $ 0.4 | $ 2 | ||
Unrealized gain (loss) on interest rate cash flow hedges, pretax, accumulated other comprehensive income (loss) | (1) | $ 0.3 | (1.6) | $ 1.3 | |
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Credit facility outstanding amount | 150 | 150 | |||
Amended 2016 Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit facility maximum borrowings | 400 | 400 | |||
Credit facility outstanding amount | 208.8 | 208.8 | 209.4 | ||
Remaining borrowing capacity | 179.9 | 179.9 | 179.3 | ||
Proceeds from credit facility | 10.7 | 8 | |||
Gross payments under credit facility | $ 13.8 | $ 34.6 | |||
Amended 2016 Credit Agreement | Revolving Credit Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.15% | ||||
Amended 2016 Credit Agreement | Revolving Credit Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, unused capacity, commitment fee percentage | 0.30% | ||||
Amended 2016 Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Base rate borrowings margin range | 0.00% | ||||
Amended 2016 Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Base rate borrowings margin range | 1.25% | ||||
Amended 2016 Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Base rate borrowings margin range | 1.00% | ||||
Amended 2016 Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Base rate borrowings margin range | 2.25% | ||||
Amended 2016 Credit Agreement | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Remaining borrowing capacity | 11.3 | $ 11.3 | $ 11.3 | ||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Interest rate swap, notional amount | $ 150 | $ 150 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 11.6 | $ 8.3 | $ 17.5 | $ 12.4 |
Effective tax rate | 26.10% | 23.60% | 25.80% | 23.80% |
Excess tax benefit from stock compensation activity | $ 0.5 | $ 0.5 |
Pensions - Summary of Component
Pensions - Summary of Components of Net Periodic Pension Expense (Benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
U.S. Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1.7 | 1.6 | 3.4 | 3.2 |
Amortization of actuarial loss | 0.6 | 0.7 | 1.2 | 1.5 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Expected return on plan assets | (2.2) | (2.2) | (4.4) | (4.4) |
Net periodic pension expense (benefit) | 0.1 | 0.1 | 0.2 | 0.3 |
Non-U.S. Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0.1 | 0.1 |
Interest cost | 0.4 | 0.4 | 0.7 | 0.7 |
Amortization of actuarial loss | 0.1 | 0.1 | 0.3 | 0.3 |
Amortization of prior service cost | 0.1 | 0 | 0.1 | 0 |
Expected return on plan assets | (0.5) | (0.6) | (1) | (1.2) |
Net periodic pension expense (benefit) | $ 0.1 | $ (0.1) | $ 0.2 | $ (0.1) |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Changes in Warranty Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at January 1 | $ 9.8 | $ 8.4 |
Provisions to expense | 2.9 | 3.5 |
Payments | (3.1) | (3.2) |
Balance at June 30 | $ 9.6 | $ 8.7 |
Minimum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 1 year | |
Maximum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Dec. 31, 2018 |
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||
Environmental remediation reserve | $ 0.3 | $ 0.4 |
Estimated product liability obligations of the discontinued North American refuse truck body business | $ 1.1 | $ 1.1 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | Feb. 05, 2018Plaintiff | Jun. 28, 2017Plaintiff | Feb. 24, 2017Plaintiff | May 13, 2016plaintiffcase | Jan. 12, 2015Plaintiff | Sep. 17, 2014Plaintiffcase | Nov. 30, 2012Plaintiff | Apr. 29, 2011USD ($) | Apr. 22, 2011USD ($)Plaintiff | Mar. 31, 2018Plaintiff | Mar. 31, 2018plaintiff | Nov. 30, 2017plaintiff | Sep. 30, 2017plaintiff | Aug. 31, 2017Plaintiffplaintiff | Dec. 31, 2016Plaintiff | May 31, 2016Plaintiff | Nov. 30, 2015Plaintiff | Feb. 28, 2015Plaintiff | Jan. 31, 2015casePlaintiffCase | Dec. 31, 2014Plaintiff | Mar. 31, 2014Plaintiffplaintiff | Dec. 31, 2012Plaintiff | Nov. 30, 2011Plaintiff | Sep. 30, 2017USD ($) | Jul. 31, 2013Plaintiff | May 31, 2016Case | Dec. 31, 2015Plaintiffcase | Jun. 30, 2019USD ($)Plaintiffplaintiff | Oct. 31, 2016plaintiffCase | May 31, 2017plaintiff | Nov. 30, 2016plaintiff | Oct. 31, 2012PlaintiffCasecase | Jan. 31, 2016Case | Nov. 05, 2015Case | Dec. 31, 2017USD ($)Plaintiffplaintiff | Dec. 31, 2013plaintiff | Dec. 31, 2010Plaintiff | Dec. 31, 2010plaintiff | Dec. 31, 2010case | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($)Plaintiffplaintiffcase | Dec. 31, 2008Plaintiff | Dec. 31, 2009Plaintiff | Dec. 31, 2009Case | Dec. 31, 2009case | Dec. 31, 2004plaintiffcase | Jun. 30, 2017USD ($) | Jan. 04, 2011Plaintiff |
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding letters of credit and bonds | $ | $ 18,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,320 | |||||||||||||||||||||||||||||||||||||||||||||||
Gain contingency, unrecorded amount | $ | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement offer per eligible plaintiff who has already filed a lawsuit | $ | $ 700 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement offer per eligible plaintiff who has not already filed a lawsuit | $ | $ 300 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of firefighters considered as part of the settlement | 3,700 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs cases dismissed (plaintiff) | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
Circuit Court Of Cook County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 2,443 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | 27 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of claimants settled (plaintiff) | 308 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 6 | 33 | ||||||||||||||||||||||||||||||||||||||||||||||
Court of Common Pleas, Philadelphia County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 71 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | 2 | 4 | 3 | |||||||||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | Case | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Damages maximum amount | $ | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of claimants settled (plaintiff) | 1,125 | |||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 80,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 71 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,069 | |||||||||||||||||||||||||||||||||||||||||||||||
Claims settled amount | $ | $ 3,800,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Percentage of claimants agreed for settlement | 93.00% | 95.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Percentage of claimants agreed for settlement as per settlement agreement | 100.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 3,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Supreme Court of Kings County New York | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 4 | |||||||||||||||||||||||||||||||||||||||||||||||
Lackawanna Firefighter Plaintiffs | Lackawanna County Pennsylvania [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 70 | 263 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 5 | |||||||||||||||||||||||||||||||||||||||||||||||
Outside Chicago Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 10 | 1,800 | ||||||||||||||||||||||||||||||||||||||||||||||
Outside Chicago Firefighter Plaintiffs | Circuit Court Of Cook County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 1,800 | |||||||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Firefighter Plaintiffs | Circuit Court Of Cook County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 74 | 299 | ||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 3 | 3 | 8 | |||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | Minimum | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | Maximum | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 40 | |||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | Circuit Court Of Cook County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 700 | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Philadelphia Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 55 | 1 | 4 | 70 | 3 | 75 | 20 | 100 | 9 | 9 | ||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | case | 5 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of cases set for trial (case) | case | 7 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 4 | 2 | 9 | 20 | ||||||||||||||||||||||||||||||||||||||||||||
District of Columbia Firefighter Plaintiffs | Federal Court, Eastern District of Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 11 | 193 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Outside Pennsylvania Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 247 | 6 | 8 | |||||||||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | 55 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
Buffalo Firefighter Plaintiffs | Supreme Court of State of New York Erie County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 193 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 20 | |||||||||||||||||||||||||||||||||||||||||||||||
New York City Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||
New York City Firefighter Plaintiffs | Supreme Court of State of New York, New York County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 536 | 235 | |||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 29 | |||||||||||||||||||||||||||||||||||||||||||||||
New York Kings County Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 61 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 8 | |||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Firefighter Plaintiffs | Superior Court of New Jersey, Union County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 34 | ||||||||||||||||||||||||||||||||||||||||||||||
Massachusetts Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 218 | 194 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 9 | |||||||||||||||||||||||||||||||||||||||||||||||
Erie County Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 61 | |||||||||||||||||||||||||||||||||||||||||||||||
Florida Firefighters Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | $ | 166 | |||||||||||||||||||||||||||||||||||||||||||||||
Damages maximum amount | $ | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Property Lease Guarantee | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase obligation, single year potential cash payments | $ | $ 3,600,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Repurchase obligation, maximum potential cash payments | $ | $ 4,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Dismissed | Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 2 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement Candidates | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,090 | |||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,770 | |||||||||||||||||||||||||||||||||||||||||||||||
Erie County Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 33 | |||||||||||||||||||||||||||||||||||||||||||||||
Responsive Settlement Candidates | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 717 | |||||||||||||||||||||||||||||||||||||||||||||||
Remaining | Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 4 | |||||||||||||||||||||||||||||||||||||||||||||||
Court of Common Pleas, Philadelphia County | Pittsburgh Firefighter Plaintiffs | ||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 19 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Net Income to Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 32.8 | $ 26.9 | $ 50.3 | $ 39.8 |
Weighted average shares outstanding - Basic (shares) | 60.1 | 59.9 | 60.1 | 59.9 |
Dilutive effect of common stock equivalents (shares) | 1.2 | 1.1 | 1.1 | 1 |
Weighted average shares outstanding - Diluted (shares) | 61.3 | 61 | 61.2 | 60.9 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 0.55 | $ 0.45 | $ 0.84 | $ 0.67 |
Diluted earnings per share: | ||||
Net earnings per share (usd per share) | $ 0.54 | $ 0.44 | $ 0.82 | $ 0.65 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of diluted EPS (shares) | 0.5 | 0.3 | 0.5 | 0.3 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Each Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ (97.3) | ||||
Net current-period other comprehensive income (loss) | $ 1.4 | $ (3.3) | 1.1 | $ (0.4) | |
Ending balance | (96.2) | (96.2) | |||
Actuarial Losses | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (87.2) | (75.3) | (87.4) | (75.4) |
Other comprehensive income (loss) before reclassifications | [1] | 0.6 | 1.1 | 0.2 | 0.4 |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.6 | 0.6 | 1.2 | 1.4 |
Net current-period other comprehensive income (loss) | [1] | 1.2 | 1.7 | 1.4 | 1.8 |
Ending balance | [1] | (86) | (73.6) | (86) | (73.6) |
Prior Service Costs | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (2.5) | (2.5) | ||
Other comprehensive income (loss) before reclassifications | [1] | 0 | 0 | ||
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.1 | 0.1 | ||
Net current-period other comprehensive income (loss) | [1] | 0.1 | 0.1 | ||
Ending balance | [1] | (2.4) | (2.4) | ||
Foreign Currency Translation | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (8.9) | (0.5) | (8.9) | (2.5) |
Other comprehensive income (loss) before reclassifications | [1] | 0.8 | (5.2) | 0.8 | (3.2) |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | [1] | 0.8 | (5.2) | 0.8 | (3.2) |
Ending balance | [1] | (8.1) | (5.7) | (8.1) | (5.7) |
Unrealized Gain on Derivatives | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | 1 | 1.8 | 1.5 | 1 |
Other comprehensive income (loss) before reclassifications | [1] | (0.5) | 0.3 | (0.7) | 1.1 |
Amounts reclassified from accumulated other comprehensive loss | [1] | (0.2) | (0.1) | (0.5) | (0.1) |
Net current-period other comprehensive income (loss) | [1] | (0.7) | 0.2 | (1.2) | 1 |
Ending balance | [1] | 0.3 | 2 | 0.3 | 2 |
Accumulated Other Comprehensive Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (97.6) | (74) | (97.3) | (76.9) |
Other comprehensive income (loss) before reclassifications | [1] | 0.9 | (3.8) | 0.3 | (1.7) |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.5 | 0.5 | 0.8 | 1.3 |
Net current-period other comprehensive income (loss) | [1] | 1.4 | (3.3) | 1.1 | (0.4) |
Ending balance | [1] | $ (96.2) | $ (77.3) | $ (96.2) | $ (77.3) |
[1] | Amounts in parentheses indicate losses. |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassifications from Accumulated Other Comprehensive Loss (Details) - Amount Reclassified from Accumulated Other Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Amortization of actuarial losses of defined benefit pension plans | [1] | $ (0.7) | $ (0.8) | $ (1.5) | $ (1.8) |
Amortization of prior service costs of defined benefit pension plans | [1] | (0.1) | 0 | (0.1) | 0 |
Interest rate swap | [1] | 0.3 | 0.2 | 0.7 | 0.2 |
Total before tax | [1] | (0.5) | (0.6) | (0.9) | (1.6) |
Income tax benefit | [1] | 0 | 0.1 | 0.1 | 0.3 |
Total reclassifications for the period, net of tax | [1] | $ (0.5) | $ (0.5) | $ (0.8) | $ (1.3) |
[1] | Amounts in parentheses indicate losses. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Nov. 30, 2014 | |
Dividends Payable [Line Items] | |||||||
Cash dividends declared per common share (usd per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.16 | $ 0.15 | ||
Payments of common stock dividends | $ 4,800,000 | $ 4,800,000 | $ 4,800,000 | $ 9,600,000 | $ 9,000,000 | ||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares repurchased | 48,409 | ||||||
Treasury stock purchases | $ 1,000,000 | $ 0 | |||||
Subsequent Event | |||||||
Dividends Payable [Line Items] | |||||||
Cash dividends declared per common share (usd per share) | $ 0.08 | ||||||
November 2014 Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 75,000,000 |
Segment Information - Summary o
Segment Information - Summary of Net Sales, Operating Income (Loss), and Total Assets by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||
Total net sales | $ 324.3 | $ 291 | $ 598.1 | $ 540.7 | |
Total operating income | 46.3 | 38.1 | 72.1 | 57.7 | |
Interest expense | 2 | 2.5 | 4 | 5 | |
Other (income) expense, net | (0.1) | 0.4 | 0.3 | 0.5 | |
Income before income taxes | 44.4 | 35.2 | 67.8 | 52.2 | |
Total assets | 1,095.7 | 1,095.7 | $ 1,023.8 | ||
Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,095.3 | 1,095.3 | 1,023.4 | ||
Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 0.4 | 0.4 | 0.4 | ||
Environmental Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 267.2 | 233.3 | 486.7 | 429.9 | |
Total operating income | 44.8 | 37.2 | 70.5 | 57.8 | |
Environmental Solutions | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 838.1 | 838.1 | 775.2 | ||
Safety and Security Systems | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 57.1 | 57.7 | 111.4 | 110.8 | |
Total operating income | 9.5 | 8.2 | 18.2 | 14.3 | |
Safety and Security Systems | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 219.3 | 219.3 | 211.5 | ||
Corporate And Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total operating income | (8) | $ (7.3) | (16.6) | $ (14.4) | |
Corporate And Eliminations | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 37.9 | $ 37.9 | $ 36.7 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Fair Value Measurements - Asset
Fair Value Measurements - Asset and Liabilities Measured at Fair Value (Details) - Fair Value, Measurements, Recurring $ in Millions | Jun. 30, 2019USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | $ 13.8 |
Interest rate swap | 0.4 |
Contingent consideration | 7.6 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 13.8 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate swap | 0.4 |
Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contingent consideration | $ 7.6 |
Fair Value Measurements - Roll-
Fair Value Measurements - Roll-Forward of Fair Value of Recurring Level 3 Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Contingent consideration liability, beginning balance | $ 7.1 | $ 6.4 | $ 6.7 | $ 6.3 | |
Foreign currency translation | 0.1 | (0.1) | 0.3 | (0.2) | |
Total losses included in earnings | [1] | 0.4 | 0.2 | 0.6 | 0.4 |
Contingent consideration liability, ending balance | $ 7.6 | $ 6.5 | $ 7.6 | $ 6.5 | |
[1] | Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses within the Condensed Consolidated Statements of Operations. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Jun. 30, 2019 $ in Millions, $ in Millions | USD ($) | CAD ($) |
Joe Johnson Equipment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 7.6 | $ 10 |
Subsequent Events - Acquisition
Subsequent Events - Acquisition of Mark Rite Lines Equipment Company, Inc. (Details) - MRL - Subsequent Event $ in Millions | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Subsequent Event [Line Items] | |
Initial purchase price | $ 55.5 |
Maximum | |
Subsequent Event [Line Items] | |
Contingent consideration | $ 15.5 |
Subsequent Events - Debt Refina
Subsequent Events - Debt Refinancing (Details) - 2019 Credit Agreement - Subsequent Event $ in Millions | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Credit facility maximum borrowings | $ 500 |
Credit facility potential additional borrowings | $ 250 |
Guaranteed percentage of outstanding voting capital stock | 65.00% |
Maximum covenant leverage ratio | 3.25 |
Letter of Credit | |
Subsequent Event [Line Items] | |
Credit facility maximum borrowings | $ 75 |
Non-U.S. | Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Credit facility maximum borrowings | $ 200 |
Minimum | Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Line of credit facility, unused capacity, commitment fee percentage | 0.10% |
Line of credit facility, covenants holiday, permitted acquisition consideration | $ 75 |
Minimum | Base Rate | |
Subsequent Event [Line Items] | |
Base rate borrowings margin range | 0.00% |
Minimum | LIBOR | |
Subsequent Event [Line Items] | |
Base rate borrowings margin range | 1.00% |
Maximum | Revolving Credit Facility | |
Subsequent Event [Line Items] | |
Line of credit facility, unused capacity, commitment fee percentage | 0.25% |
Line of credit facility, permitted dividends and stock repurchases | $ 35 |
Line of credit facility, covenants, permitted other incremental cash payments | $ 50 |
Maximum | Base Rate | |
Subsequent Event [Line Items] | |
Base rate borrowings margin range | 0.75% |
Maximum | LIBOR | |
Subsequent Event [Line Items] | |
Base rate borrowings margin range | 1.75% |