Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2024 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2024 |
Document Transition Report | false |
Entity File Number | 1-6003 |
Entity Registrant Name | FEDERAL SIGNAL CORPORATION |
Entity Incorporation, State or Country Name | DE |
Entity Tax Identification Number | 36-1063330 |
Entity Address, Address Line One | 1333 Butterfield Road |
Entity Address, City or Town | Downers Grove |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60515 |
City Area Code | 630 |
Local Phone Number | 954-2000 |
Title of 12(b) Security | Common Stock, par value $1.00 per share |
Trading Symbol | FSS |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 61,146,072 |
Entity Shell Company | false |
Entity Central Index Key | 0000277509 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 490.4 | $ 442.4 | $ 915.3 | $ 827.9 |
Cost of sales | 346.4 | 325.1 | 655.3 | 614.8 |
Gross profit | 144 | 117.3 | 260 | 213.1 |
Selling, engineering, general and administrative expenses | 58.3 | 53.4 | 115.5 | 105.4 |
Amortization expense | 3.8 | 3.9 | 7.4 | 7.5 |
Acquisition and integration-related expenses, net | 0.8 | 0.6 | 1.7 | 1.3 |
Operating income | 81.1 | 59.4 | 135.4 | 98.9 |
Interest expense, net | 3.2 | 5.6 | 6.4 | 10.3 |
Other expense, net | 0.4 | 1.1 | 0.6 | 1.2 |
Income before income taxes | 77.5 | 52.7 | 128.4 | 87.4 |
Income tax expense | 16.7 | 12.4 | 16 | 19.7 |
Net income | $ 60.8 | $ 40.3 | $ 112.4 | $ 67.7 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 1 | $ 0.66 | $ 1.84 | $ 1.12 |
Diluted earnings per share: | ||||
Earnings per share (usd per share) | $ 0.99 | $ 0.66 | $ 1.82 | $ 1.10 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 61 | 60.7 | 61 | 60.7 |
Diluted (shares) | 61.7 | 61.4 | 61.7 | 61.4 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 60.8 | $ 40.3 | $ 112.4 | $ 67.7 |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment | (1.4) | 3.2 | (5.3) | 4.7 |
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense of $0.2, $0.0, $0.4 and $0.0 respectively | 0.4 | (0.1) | 1 | (0.1) |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | (0.3) | 0.6 | 0.2 | (0.3) |
Total other comprehensive (loss) income | (1.3) | 3.7 | (4.1) | 4.3 |
Comprehensive income | $ 59.5 | $ 44 | $ 108.3 | $ 72 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense on change in unrecognized net actuarial losses and prior service cost related to pension benefit plans | $ 0.2 | $ 0 | $ 0.4 | $ 0 |
Tax expense on unrealized net gain on derivatives | $ (0.1) | $ 0.2 | $ 0.1 | $ (0.1) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 48.6 | $ 61 |
Accounts receivable, net of allowances for doubtful accounts of $2.0 and $2.5, respectively | 213.6 | 186.2 |
Inventories | 326.9 | 303.4 |
Prepaid expenses and other current assets | 22.7 | 19.6 |
Total current assets | 611.8 | 570.2 |
Properties and equipment, net of accumulated depreciation of $181.7 and $173.3, respectively | 203.4 | 190.8 |
Rental equipment, net of accumulated depreciation of $51.0 and $47.5, respectively | 154.2 | 134.8 |
Operating lease right-of-use assets | 27.8 | 21 |
Goodwill | 469.9 | 472.7 |
Intangible assets, net of accumulated amortization of $78.1 and $70.7, respectively | 200.6 | 207.5 |
Deferred tax assets | 11.7 | 12 |
Other long-term assets | 12.1 | 11.5 |
Total assets | 1,691.5 | 1,620.5 |
Current liabilities: | ||
Current portion of long-term borrowings and finance lease obligations | 6.5 | 4.7 |
Accounts payable | 87 | 66.7 |
Customer deposits | 24.6 | 27.1 |
Accrued liabilities: | ||
Compensation and withholding taxes | 32.9 | 42.3 |
Current operating lease liabilities | 7.3 | 6.8 |
Other current liabilities | 53.4 | 48.2 |
Total current liabilities | 211.7 | 195.8 |
Long-term borrowings and finance lease obligations | 248.8 | 294.3 |
Long-term operating lease liabilities | 21.3 | 14.9 |
Long-term pension and other postretirement benefit liabilities | 42.9 | 44.2 |
Deferred tax liabilities | 55.5 | 53.2 |
Other long-term liabilities | 11.7 | 16.2 |
Total liabilities | 591.9 | 618.6 |
Stockholders’ equity: | ||
Common stock, $1 par value per share, 90.0 shares authorized, 70.3 and 70.0 shares issued, respectively | 70.3 | 70 |
Capital in excess of par value | 302 | 291.1 |
Retained earnings | 1,013.5 | 915.8 |
Treasury stock, at cost, 9.1 and 9.0 shares, respectively | (200.8) | (193.7) |
Accumulated other comprehensive loss | (85.4) | (81.3) |
Total stockholders’ equity | 1,099.6 | 1,001.9 |
Total liabilities and stockholders’ equity | $ 1,691.5 | $ 1,620.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2 | $ 2.5 |
Properties and equipment, accumulated depreciation | 181.7 | 173.3 |
Rental Equipment, Accumulated Depreciation | 51 | 47.5 |
Intangible assets, accumulated amortization | $ 78.1 | $ 70.7 |
Common stock, par value (usd per share) | $ 1 | |
Common stock, shares authorized | 90 | |
Common stock, shares issued | 70.3 | 70 |
Treasury stock, shares | 9.1 | 9 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net income | $ 112.4 | $ 67.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 31.2 | 29.8 |
Stock-based compensation expense | 8.8 | 5.8 |
Changes in fair value of contingent consideration | 0.1 | (0.2) |
Amortization of interest rate swap settlement gain | (1.2) | (1.2) |
Deferred income taxes | 2.3 | 2.2 |
Changes in operating assets and liabilities | (81.7) | (61.1) |
Net cash provided by operating activities | 71.9 | 43 |
Investing activities: | ||
Purchases of properties and equipment | (24.2) | (15.7) |
Payments for acquisition-related activity, net of cash acquired | 0 | (56) |
Other, net | 1.2 | 0.3 |
Net cash used for investing activities | (23) | (71.4) |
Financing activities: | ||
(Decrease) increase in revolving lines of credit, net | (39.2) | 44.7 |
Payments on long-term borrowings | (1.6) | 0 |
Purchases of treasury stock | (0.1) | 0 |
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation | (5.9) | (5.4) |
Payments for acquisition-related activity | 0 | (0.5) |
Cash dividends paid to stockholders | (14.7) | (11.6) |
Proceeds from stock-based compensation activity | 1.3 | 2 |
Other, net | (0.3) | 0 |
Net cash (used for) provided by financing activities | (60.5) | 29.2 |
Effects of foreign exchange rate changes on cash and cash equivalents | (0.8) | 0.5 |
(Decrease) increase in cash and cash equivalents | (12.4) | 1.3 |
Cash and cash equivalents at beginning of year | 61 | 47.5 |
Cash and cash equivalents at end of period | $ 48.6 | $ 48.8 |
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, Common | Accumulated Other Comprehensive Loss |
Beginning Balance at Dec. 31, 2022 | $ 860.9 | $ 69.5 | $ 271.8 | $ 782.2 | $ (178.6) | $ (84) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 67.7 | 67.7 | ||||
Total other comprehensive income (loss) | 4.3 | 4.3 | ||||
Cash dividends declared | (11.6) | (11.6) | ||||
Stock-based payments: | ||||||
Stock-based compensation | 5.1 | 5.1 | ||||
Stock option exercises and other | 0.8 | 0.3 | 4.1 | (3.6) | ||
Performance share unit transactions | (3.3) | 0.1 | (0.1) | (3.3) | ||
Ending Balance at Jun. 30, 2023 | 923.9 | 69.9 | 280.9 | 838.3 | (185.5) | (79.7) |
Beginning Balance at Mar. 31, 2023 | 882 | 69.7 | 274.7 | 804.1 | (183.1) | (83.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 40.3 | |||||
Total other comprehensive income (loss) | 3.7 | 3.7 | ||||
Cash dividends declared | (6.1) | (6.1) | ||||
Stock-based payments: | ||||||
Stock-based compensation | 3.1 | 3.1 | ||||
Stock option exercises and other | 0.9 | 0.2 | 3.1 | (2.4) | ||
Ending Balance at Jun. 30, 2023 | 923.9 | 69.9 | 280.9 | 838.3 | (185.5) | (79.7) |
Beginning Balance at Dec. 31, 2023 | 1,001.9 | 70 | 291.1 | 915.8 | (193.7) | (81.3) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 112.4 | 112.4 | ||||
Total other comprehensive income (loss) | (4.1) | (4.1) | ||||
Cash dividends declared | (14.7) | (14.7) | ||||
Stock-based payments: | ||||||
Stock-based compensation | 7.9 | 7.9 | ||||
Stock option exercises and other | (0.1) | 0.2 | 3.1 | (3.4) | ||
Performance share unit transactions | (3.6) | 0.1 | (0.1) | (3.6) | ||
Stock repurchase program | (0.1) | (0.1) | ||||
Ending Balance at Jun. 30, 2024 | 1,099.6 | 70.3 | 302 | 1,013.5 | (200.8) | (85.4) |
Beginning Balance at Mar. 31, 2024 | 1,044.4 | 70.2 | 296.8 | 960.1 | (198.6) | (84.1) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 60.8 | |||||
Total other comprehensive income (loss) | (1.3) | (1.3) | ||||
Cash dividends declared | (7.4) | (7.4) | ||||
Stock-based payments: | ||||||
Stock-based compensation | 3.5 | 3.5 | ||||
Stock option exercises and other | (0.4) | 0.1 | 1.7 | (2.2) | ||
Ending Balance at Jun. 30, 2024 | $ 1,099.6 | $ 70.3 | $ 302 | $ 1,013.5 | $ (200.8) | $ (85.4) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends declared per common share (usd per share) | $ 0.12 | $ 0.10 | $ 0.24 | $ 0.19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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, which may differ materially due to, among other things, the risk factors described under Part I, Item 1A, Risk Factors , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, including enhanced disclosures regarding significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures , which expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, with early adoption and retrospective application permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statement disclosures. 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 There have been no 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, 2023. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Acquisition of Trackless On April 3, 2023, the Company completed the acquisition of substantially all the assets and operations of Trackless Vehicles Limited and Trackless Vehicles Asset Corp, including the wholly-owned subsidiary Work Equipment Ltd. (collectively, “Trackless”), a leading Canadian manufacturer of off-road, multi-purpose maintenance vehicles and attachments. The initial cash consideration paid by the Company to acquire Trackless was C$56.3 million (approximately $41.9 million), inclusive of certain closing adjustments. In addition, there is a contingent earn-out payment of up to C$6.0 million (approximately $4.4 million), based upon the achievement of certain financial targets over a specified performance period. The purchase price was funded through existing cash and borrowings under the Company’s credit agreement. During the first quarter of 2024, the Company finalized the Trackless purchase price allocation and recognized measurement period adjustments, which primarily resulted from obtaining third-party valuations, that reduced the estimated fair value of contingent consideration by $0.2 million and increased the carrying value of acquired intangible assets by $1.1 million, resulting in a corresponding $1.3 million decrease to the carrying value of Goodwill, from the $8.0 million previously recognized as of December 31, 2023. The measurement period adjustments did not have a material impact on the Company’s Condensed Consolidated Statements of Operations for the six months ended June 30, 2024. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: (in millions) Purchase price, inclusive of closing adjustments $ 41.9 Estimated fair value of additional consideration (a) 4.3 Total consideration 46.2 Accounts receivable 4.7 Inventories 15.0 Prepaid expenses and other current assets 0.1 Rental equipment 1.6 Properties and equipment 4.4 Customer relationships (b) 11.1 Trade names (c) 4.6 Accounts payable (1.5) Accrued liabilities (0.5) Net assets acquired 39.5 Goodwill (d) $ 6.7 (a) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included in Other long-term liabilities on the Condensed Consolidated Balance Sheets. See Note 12 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment. (b) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of approximately 12 years. (c) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (d) Goodwill, which is primarily tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 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) 2024 2023 2024 2023 Geographic Region: U.S. $ 384.4 $ 338.9 $ 718.7 $ 648.0 Canada 69.4 69.4 128.7 113.3 Europe/Other 36.6 34.1 67.9 66.6 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 318.6 $ 285.0 $ 590.9 $ 530.3 Parts 60.1 59.6 121.1 114.4 Rental income (b) 17.4 16.9 29.4 27.9 Other (c) 12.7 11.5 21.4 19.2 Total 408.8 373.0 762.8 691.8 Safety and Security Systems Public safety and security equipment 53.1 42.4 98.0 82.6 Industrial signaling equipment 17.6 18.7 34.5 37.3 Warning systems 10.9 8.3 20.0 16.2 Total 81.6 69.4 152.5 136.1 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 (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 $28.0 million and $30.9 million as of June 30, 2024 and December 31, 2023, respectively. Contract assets, such as unbilled receivables, were not material as of any of the periods presented herein. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The following table summarizes the components of Inventories: (in millions) June 30, December 31, Finished goods $ 122.6 $ 116.1 Raw materials 173.9 154.6 Work in process 30.4 32.7 Total inventories $ 326.9 $ 303.4 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT The following table summarizes the components of Long-term borrowings and finance lease obligations: (in millions) June 30, December 31, 2023 2022 Credit Agreement (a) $ 253.7 $ 297.4 Finance lease obligations 1.6 1.6 Total long-term borrowings and finance lease obligations, including current portion 255.3 299.0 Less: Current maturities 5.5 3.9 Less: Current finance lease obligations 1.0 0.8 Total long-term borrowings and finance lease obligations $ 248.8 $ 294.3 (a) Defined as the Third Amended and Restated Credit Agreement, dated October 21, 2022, as amended. 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 Company’s long-term borrowings and finance lease obligations 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 carrying amounts of the Company’s long-term borrowings and finance lease obligations approximate their fair values as of June 30, 2024 and December 31, 2023. The 2022 Credit Agreement is a senior secured credit facility which provides the Company and certain of its foreign subsidiaries access to an aggregate original principal amount of up to $800 million, consisting of (i) a revolving credit facility in an amount up to $675 million (the “Revolver”) and (ii) a term loan facility in an original amount of up to $125 million. The 2022 Credit Agreement matures on October 21, 2027. On May 16, 2024, the Company entered into the First Amendment to the 2022 Credit Agreement. The amendment was largely administrative in nature, including certain language to address ongoing reference rate reform. There were no changes to the term or the Company’s borrowing capacity under the 2022 Credit Agreement. Borrowings under the 2022 Credit Agreement bear interest, at the Company’s option, at a base rate or an Adjusted Eurocurrency Rate (as defined in the 2022 Credit Agreement) in the case of borrowings in Euros or an adjusted RFR (as defined in the 2022 Credit Agreement) in the case of borrowings in U.S. Dollars, Canadian Dollars and Sterling, 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 Adjusted Eurocurrency Rate and RFR 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 Revolver along with other standard fees. Applicable margin, issuance fees and other customary expenses are payable on outstanding letters of credit. The Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under the 2022 Credit Agreement that are measured at each fiscal quarter-end. The Company was in compliance with all such covenants as of June 30, 2024. As of June 30, 2024, there was $131.0 million of cash drawn on the Revolver, $122.7 million outstanding under the term loan facility and $11.1 million of undrawn letters of credit under the 2022 Credit Agreement, with $532.9 million of net availability for borrowings. As of December 31, 2023, there was $173.2 million of cash drawn on the Revolver, $124.2 million outstanding under the term loan facility and $9.1 million of undrawn letters of credit under the 2022 Credit Agreement, with $492.7 million of net availability for borrowings. The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities: Six Months Ended (in millions) 2024 2023 Gross borrowings $ 18.0 $ 115.7 Gross payments 57.2 71.0 Interest Rate Swaps On October 21, 2022, the Company entered into an interest rate swap (the “2022 Swap”) with a notional amount of $75.0 million, as a means of fixing the floating interest rate component on $75.0 million of its variable-rate debt. The 2022 Swap is designated as a cash flow hedge, with an original maturity date of October 31, 2025. On July 11, 2023, the Company entered into an additional interest rate swap (the “2023 Swap”) with a notional amount of $75.0 million, as a means of fixing the floating interest rate component on $75.0 million of its variable-rate debt. The 2023 Swap is designated as a cash flow hedge, with an original maturity date of August 1, 2025. As a result of the application of hedge accounting treatment, all unrealized gains and losses related to the derivative instruments 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. The Company does not use derivative instruments for trading or speculative purposes. The fair value of the Company’s interest rate swaps 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, 2024 and December 31, 2023, the fair value of the Company’s interest rate swaps was an asset of $0.7 million and a liability of $0.7 million, which were included in Other long-term assets and Other long-term liabilities on the Condensed Consolidated Balance Sheets, respectively. During the three and six months ended June 30, 2024, unrealized pre-tax gains of $0.2 million and $1.4 million, respectively, were recorded in Accumulated other comprehensive loss. During the three and six months ended June 30, 2023, unrealized pre-tax gains of $1.4 million and $0.9 million, respectively, were recorded in Accumulated other comprehensive loss. No ineffectiveness was recorded in either period. In connection with entering into the 2022 Credit Agreement in October 2022, the Company terminated an interest rate swap initially entered into in 2019, receiving proceeds of $4.3 million upon settlement. The settlement gain was recorded in Accumulated other comprehensive loss and is being amortized into earnings ratably through the original maturity date of July 30, 2024. During the three and six months ended June 30, 2024, the Company recognized non-cash settlement gains of $0.6 million and $1.2 million, respectively, as a component of Interest expense, net on the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2023, the Company recognized non-cash settlement gains of $0.6 million and $1.2 million, respectively, as a component of Interest expense, net on the Condensed Consolidated Statements of Operations. At June 30, 2024 and December 31, 2023, an unrealized settlement gain of $0.2 million and $1.4 million, respectively, was included in Accumulated other comprehensive loss on the Condensed Consolidated Balance Sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES During the year ended December 31, 2023, the Company filed amended U.S. federal income tax returns for the 2015 through 2018 tax years to claim a worthless stock deduction. As of December 31, 2023, the amended tax returns were under examination by the applicable tax authorities and recovery of the refund claim was not considered more-likely-than-not. Accordingly, the aggregate refund claim of $13.6 million, including interest of $1.8 million, was recorded as an income tax receivable as of December 31, 2023, fully offset by a corresponding liability for unrecognized tax benefits. During the first quarter of 2024, the tax authorities notified the Company that the amended tax returns had been approved, at which point receipt of the refund claim was considered more-likely-than-not. As a result, the Company released the associated liability for unrecognized tax benefits and recognized a $13.0 million discrete tax benefit for the U.S. federal refund claim, net of taxes on the associated interest. During the second quarter of 2024, the Company received the U.S. federal income tax refund and began amending applicable state tax returns to reflect the worthless stock deduction, resulting in the recognition of a $2.6 million discrete state tax benefit during the three months ended June 30, 2024. Including this discrete state tax benefit, and the recognition of $0.7 million in excess tax benefits associated with stock-based compensation activity, the Company recognized income tax expense of $16.7 million for the three months ended June 30, 2024, resulting in an effective tax rate of 21.5%. For the three months ended June 30, 2023, the Company recognized income tax expense of $12.4 million, resulting in an effective tax rate of 23.5%. The Company’s income tax expense and effective tax rate for the three months ended June 30, 2023 also included the effects of the recognition of $0.9 million in excess tax benefits associated with stock-based compensation activity. Including the discrete tax benefits associated with the worthless stock deduction, which aggregated to $15.6 million, and the recognition of $1.5 million in excess tax benefits associated with stock-based compensation activity, the Company recognized income tax expense of $16.0 million for the six months ended June 30, 2024, resulting in an effective tax rate of 12.5%. For the six months ended June 30, 2023, the Company recognized income tax expense of $19.7 million, resulting in an effective tax rate of 22.5%. The Company’s income tax expense and effective tax rate for the six months ended June 30, 2023 also included the effects of the recognition of $1.6 million in excess tax benefits associated with stock-based compensation activity. |
Pensions
Pensions | 6 Months Ended |
Jun. 30, 2024 | |
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) 2024 2023 2024 2023 2024 2023 2024 2023 Service cost $ — $ — $ — $ — $ 0.1 $ — $ 0.1 $ — Interest cost 1.5 1.5 2.9 3.0 0.3 0.4 0.7 0.8 Amortization of actuarial loss 0.5 0.3 1.0 0.6 0.2 0.3 0.4 0.5 Amortization of prior service cost — — — — 0.1 — 0.1 — Expected return on plan assets (1.8) (1.9) (3.6) (3.8) (0.6) (0.5) (1.1) (1.0) Net periodic pension expense (benefit) $ 0.2 $ (0.1) $ 0.3 $ (0.2) $ 0.1 $ 0.2 $ 0.2 $ 0.3 The items that comprise Net periodic pension expense (benefit), other than service cost, are included as a component of Other expense, net on the Condensed Consolidated Statements of Operations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 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, 2024, the Company had outstanding performance and financial standby letters of credit, as well as outstanding bid and performance bonds, aggregating to $25.7 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. 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 The following table summarizes the changes in the Company’s warranty liabilities during the six months ended June 30, 2024 and 2023: (in millions) 2024 2023 Balance at January 1 $ 9.6 $ 9.3 Provisions to expense 4.7 3.8 Acquisitions — 0.1 Payments (4.4) (3.8) Balance at June 30 $ 9.9 $ 9.4 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 claiming that exposure to the Company’s sirens impaired their hearing and the sirens are therefore defective. Between 1999 and 2013, 40 cases were filed on behalf of a total of 2,816 plaintiffs in the Circuit Court of Cook County, Illinois. 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. In 2009, a trial was held on behalf of nine Chicago firefighter plaintiffs and concluded with a verdict for the plaintiffs in varying amounts totaling $0.4 million. Following appeals, the Company satisfied the judgments, resulting in the final dismissal of the cases. A third consolidated trial involving eight Chicago firefighter plaintiffs occurred in November 2011. The jury returned a unanimous verdict in favor of the Company. Thereafter, the trial court scheduled a fourth consolidated trial involving three firefighter plaintiffs. Prior to trial, the claims of two of the firefighter plaintiffs were dismissed, and on December 17, 2012, the jury entered a complete defense verdict for the Company. On December 20, 2021, the parties executed a settlement agreement to resolve claims of approximately 462 firefighters still involved in the litigation, agreeing to pay a lump sum of $0.2 million based upon an assessment of firefighters who met minimal bilateral hearing loss standards. The estimated settlement amount was accrued by the Company. The settlement agreement did not require the payment of any attorney fees by the Company and provided that plaintiffs’ attorney would withdraw from representing firefighters who did not agree to the settlement. In July 2022, the Company issued the settlement payment for eligible plaintiffs who submitted a release. The claims of all other eligible plaintiffs were dismissed for want of prosecution on August 5, 2022. The Company also filed motions to dismiss cases involving firefighters who worked for fire departments located outside of Illinois based on improper venue. On February 24, 2017, the Circuit Court of Cook County dismissed the cases of 1,770 such firefighter plaintiffs. In 2017, the Company entered into a global settlement agreement (the “2017 Settlement Agreement”) with two attorneys who represented approximately 1,090 of these plaintiffs offering to pay $700 per plaintiff to settle these cases, and 717 plaintiffs accepted this offer as a final settlement. The 2017 Settlement Agreement did not require the payment of any attorney fees by the Company. 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 are barred from doing so by the statute of limitations. The Company was also sued on this issue outside of the Cook County, Illinois venue. Between 2007 and 2009, 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, one case was voluntarily dismissed, and others were settled for nominal sums. Three trials were held in these cases. In the first trial, a jury returned a verdict for the plaintiff, finding that the Company’s siren was not defectively designed but that the Company negligently constructed the siren. The jury awarded damages in an amount less than $0.1 million. In 2010, a jury returned a defense verdict for the Company as to the claims of nine plaintiffs. In a third trial, the jury returned a defense verdict for the Company as to the claims of nine plaintiffs. Following the defense verdicts in the last two Philadelphia trials, in order to avoid the inconvenience, uncertainty and distraction of the lawsuits, the Company entered into a global settlement agreement (the “2010 Settlement Agreement”) on behalf of 1,125 claimants (the “Claimants”). The 2010 Settlement Agreement provided that the Company pay a total amount of $3.8 million 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 2010 Settlement Agreement. On April 22, 2011, the Company confirmed that the terms and conditions of the 2010 Settlement Agreement had been met and made an adjusted 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. The Company generally denies the allegations made in the lawsuits and denies that its products caused any injuries to the Claimants. 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 which were dismissed prior to trial. In 2012, 20 new cases were filed in Philadelphia on behalf of 20 Philadelphia firefighters against various defendants in addition to the Company. Five of these cases were dismissed. The first trial involving these cases occurred in December 2014 and involved three firefighter plaintiffs. The jury returned a verdict in favor of the Company. Following the trial, the parties agreed to settle cases involving seven firefighter plaintiffs for nominal amounts. In January 2015, plaintiffs’ attorneys filed two new complaints in Philadelphia on behalf of approximately 70 additional firefighter plaintiffs. One of the complaints, which involved 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 that case on May 31, 2016. The Company thereafter moved to recover fees and costs in this case, asserting that plaintiffs’ counsel failed to properly investigate the claims prior to filing suit. The Court granted the motion, awarding $0.1 million to the Company, and the United States Court of Appeals for the Third Circuit affirmed the decision awarding fees and costs to the Company. The Court granted the Company’s motion to dismiss the remaining out-of-state firefighters. In 2015, another nine new cases involving a total of 193 firefighters were filed in Philadelphia. The court dismissed all claims filed by out-of-state firefighters, a decision affirmed by the appellate court. In 2016 and 2017, plaintiffs filed new cases involving a total of 155 Philadelphia firefighters in Philadelphia state court, and the cases were transferred to the mass tort program in Philadelphia for pretrial purposes. In November 2017, a trial involving one Philadelphia firefighter occurred, and the jury returned a verdict in favor of the Company. In 2014, an action was brought in the Court of Common Pleas of Erie County, Pennsylvania on behalf of 61 firefighters against various defendants in addition to the Company. Also in 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. In 2015, the Company was served with a complaint filed in Union County, New Jersey state court, involving 34 New Jersey firefighters. In 2016, nine cases were filed in Suffolk County, Massachusetts state court, naming the Company as a defendant. These cases involved 194 firefighters who lived and worked in the Boston area. In 2017, plaintiffs’ attorneys filed additional hearing loss cases in Florida. Prior to a dismissal of these cases pursuant to the Tolling Agreement discussed below, there was a total of 1084 firefighters involved in these cases. In 2013, cases were filed in Allegheny County, Pennsylvania on behalf of 247 plaintiff firefighters from Pittsburgh and against various defendants including the Company. In 2016, cases were filed against an additional 19 Pittsburgh firefighters. After the Company filed pretrial motions, the Court dismissed claims of 55 Pittsburgh firefighter plaintiffs. Prior to the first scheduled trial, 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. A jury rendered a verdict in favor of the Company in 2017. In 2017, five cases involving 70 firefighter plaintiffs were filed in Lackawanna County, Pennsylvania. A second trial involving Pittsburgh firefighters began in 2018. At the outset of this trial, plaintiffs’ attorneys, who represent all firefighters who filed cases in Allegheny County, Philadelphia, Buffalo, New Jersey, Massachusetts, and Florida requested that the Company consider settlement of various cases. In March 2018, the parties agreed in principle on a framework (the “Settlement Framework”) to resolve hearing loss claims and cases in all jurisdictions involved in the hearing loss litigation except Cook County, Illinois and Lackawanna County, Pennsylvania and a case involving one firefighter in New York City, cases being handled by different attorneys. The Company later settled the cases in Lackawanna County and settled the case involving one firefighter in New York City for nominal amounts. 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. The Tolling Agreement continued in place until the parties executed a global settlement agreement (the “2019 Settlement Agreement”) on November 4, 2019. After execution of the 2019 Settlement Agreement, the Allegheny County (Pittsburgh) cases were dismissed. Pursuant to the 2019 Settlement Agreement, the Company would pay $700 to each firefighter who filed a lawsuit and is eligible to be part of the settlement and $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 2,160 firefighters whose claims may be considered as part of this settlement, including approximately 921 firefighters who have ongoing filed lawsuits. The 2019 Settlement Agreement requires plaintiffs’ attorneys to withdraw from representing firefighters who elect not to participate in the settlement and does not include the payment of any attorney fees by the Company. Pursuant to the 2019 Settlement Agreement, the parties are now in the process of determining how many of the approximately 2,160 firefighters will be eligible to participate in the settlement. As of June 30, 2024, the Company has recognized an estimated liability for the potential settlement amount under the Settlement Framework. 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. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The Company computes earnings per share (“EPS”) in accordance with Accounting Standards Codification (“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, 2024 and 2023 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, 2024 and 2023, the number of options to purchase shares of the Company’s stock that had an antidilutive effect on EPS was immaterial. The following table reconciles Net income to basic and diluted EPS: Three Months Ended Six Months Ended (in millions, except per share data) 2024 2023 2024 2023 Net income $ 60.8 $ 40.3 $ 112.4 $ 67.7 Weighted average shares outstanding – Basic 61.0 60.7 61.0 60.7 Dilutive effect of common stock equivalents 0.7 0.7 0.7 0.7 Weighted average shares outstanding – Diluted 61.7 61.4 61.7 61.4 Earnings per share: Basic $ 1.00 $ 0.66 $ 1.84 $ 1.12 Diluted 0.99 0.66 1.82 1.10 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Dividends On February 20, 2024, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.12 per common share. The dividend totaled $7.3 million and was distributed on March 28, 2024 to stockholders of record at the close of business on March 15, 2024. On April 23, 2024, the Board declared a quarterly cash dividend of $0.12 per common share. The dividend totaled $7.4 million and was distributed on May 31, 2024 to stockholders of record at the close of business on May 17, 2024. During the three and six months ended June 30, 2023, dividends of $6.1 million and $11.6 million, respectively, were paid to stockholders. On July 23, 2024, the Board declared a quarterly cash dividend of $0.12 per common share payable on August 30, 2024 to stockholders of record at the close of business on August 16, 2024. Stock Repurchase Program In March 2020, the Board authorized a stock repurchase program of up to $75.0 million of the Company’s common stock, with the remaining authorization under our previously described repurchase program adopted in 2014 being subject to the March 2020 program. The stock repurchase program is intended primarily to facilitate purchases of Company stock as a means to provide cash returns to stockholders, enhance stockholder returns and manage the Company’s capital structure. Under its stock repurchase program, the Company is authorized to repurchase, from time to time, shares of its outstanding common stock. Stock repurchases by the Company are subject to market conditions and other factors and may be commenced, suspended or discontinued at any time. No shares were repurchased during the three months ended June 30, 2024. During the six months ended June 30, 2024, the Company repurchased 1,600 shares for a total of $0.1 million under its stock repurchase programs. No shares were repurchased during the three and six months ended June 30, 2023. Accumulated Other Comprehensive Loss The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the three months ended June 30, 2024 and 2023: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at April 1, 2024 $ (69.1) $ (2.0) $ (14.0) $ 1.0 $ (84.1) Other comprehensive (loss) income before reclassifications (0.2) — (1.4) 0.4 (1.2) Amounts reclassified from accumulated other comprehensive loss 0.5 0.1 — (0.7) (0.1) Net current-period other comprehensive income (loss) 0.3 0.1 (1.4) (0.3) (1.3) Balance at June 30, 2024 $ (68.8) $ (1.9) $ (15.4) $ 0.7 $ (85.4) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at April 1, 2023 $ (68.6) $ (2.0) $ (14.5) $ 1.7 $ (83.4) Other comprehensive (loss) income before reclassifications (0.5) — 3.2 1.1 3.8 Amounts reclassified from accumulated other comprehensive loss 0.4 — — (0.5) (0.1) Net current-period other comprehensive (loss) income (0.1) — 3.2 0.6 3.7 Balance at June 30, 2023 $ (68.7) $ (2.0) $ (11.3) $ 2.3 $ (79.7) (a) Amounts in parentheses indicate losses. The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the six months ended June 30, 2024 and 2023: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at January 1, 2024 $ (69.7) $ (2.0) $ (10.1) $ 0.5 $ (81.3) Other comprehensive (loss) income before reclassifications (0.1) — (5.3) 1.6 (3.8) Amounts reclassified from accumulated other comprehensive loss 1.0 0.1 — (1.4) (0.3) Net current-period other comprehensive income (loss) 0.9 0.1 (5.3) 0.2 (4.1) Balance at June 30, 2024 $ (68.8) $ (1.9) $ (15.4) $ 0.7 $ (85.4) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at January 1, 2023 $ (68.6) $ (2.0) $ (16.0) $ 2.6 $ (84.0) Other comprehensive (loss) income before reclassifications (0.9) — 4.7 0.7 4.5 Amounts reclassified from accumulated other comprehensive loss 0.8 — — (1.0) (0.2) Net current-period other comprehensive (loss) income (0.1) — 4.7 (0.3) 4.3 Balance at June 30, 2023 $ (68.7) $ (2.0) $ (11.3) $ 2.3 $ (79.7) (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, 2024 and 2023 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 2024 2023 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (0.7) $ (0.6) Other expense, net Amortization of prior service costs of defined benefit pension plans (0.1) — Other expense, net Interest rate swaps 0.9 0.7 Interest expense, net Total before tax 0.1 0.1 Income tax expense — — Income tax expense Total reclassifications for the period, net of tax $ 0.1 $ 0.1 (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, 2024 and 2023 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 2024 2023 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.4) $ (1.1) Other expense, net Amortization of prior service costs of defined benefit pension plans (0.1) — Other expense, net Interest rate swaps 1.8 1.4 Interest expense, net Total before tax 0.3 0.3 Income tax expense — (0.1) Income tax expense Total reclassifications for the period, net of tax $ 0.3 $ 0.2 (a) Amounts in parentheses indicate losses. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The Company has two reportable segments: the Environmental Solutions Group and the Safety and Security Systems Group. 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) 2024 2023 2024 2023 Net sales: Environmental Solutions $ 408.8 $ 373.0 $ 762.8 $ 691.8 Safety and Security Systems 81.6 69.4 152.5 136.1 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 Operating income (loss): Environmental Solutions $ 72.9 $ 56.2 $ 124.6 $ 93.8 Safety and Security Systems 18.3 14.1 32.1 26.2 Corporate and eliminations (10.1) (10.9) (21.3) (21.1) Total operating income 81.1 59.4 135.4 98.9 Interest expense, net 3.2 5.6 6.4 10.3 Other expense, net 0.4 1.1 0.6 1.2 Income before income taxes $ 77.5 $ 52.7 $ 128.4 $ 87.4 (in millions) June 30, 2024 December 31, 2023 Total assets: Environmental Solutions $ 1,361.1 $ 1,290.9 Safety and Security Systems 288.5 288.1 Corporate and eliminations 41.9 41.5 Total assets $ 1,691.5 $ 1,620.5 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 Swaps As described in Note 5 – Debt, the Company may, from time to time, execute interest rate swaps as a means of fixing the floating interest rate component on a portion of its floating-rate debt. The Company classifies its interest rate swaps 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 swaps. Contingent Consideration At June 30, 2024, the Company had contingent obligations to transfer up to $7.5 million, $6.2 million, and C$6.0 million (approximately $4.4 million), to the former owners of Deist Industries, Inc. and certain of its affiliates (collectively, “Deist”), Blasters, Inc. and Blasters Technologies, LLC (collectively, “Blasters”), and Trackless, respectively, if specified financial results are met over future reporting periods (i.e., an earn-out). The Deist, Blasters, and Trackless acquisitions were completed on December 30, 2021, January 3, 2023, and April 3, 2023, respectively. The Deist contingent earn-out payment, if earned, would be due to be paid following the third anniversary of the closing date. The Blasters contingent earn-out payments, if earned, would be due to be paid annually, in each of the three years following the anniversary of the closing date. There was no contingent earn-out payable for the first annual measurement period ended December 31, 2023. The Trackless contingent earn-out payment, if earned, would be due to be paid following the second anniversary of the closing date. During the six months ended June 30, 2023, the Company paid $0.5 million to settle the contingent consideration obligation due to the former owners of Mark Rite Lines Equipment Company, Inc. (“MRL”), which was acquired on July 1, 2019. 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 included as a component of Acquisition and integration-related expenses, net on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration liability based on the present value of risk-adjusted future cash flows under either a scenario-based or option-pricing method, as appropriate. Due to the lack of relevant observable market data over fair value inputs, such as prospective financial information or probabilities of future events as of June 30, 2024, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements . The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024: Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 15.1 $ — $ — $ 15.1 Interest rate swaps — 0.7 — 0.7 Liabilities: Contingent consideration — — 4.7 4.7 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, 2024 and 2023: (in millions) 2024 2023 Contingent consideration liability, at April 1 $ 4.6 ` $ 6.0 Acquisitions, including measurement period adjustments — 4.5 Total expense included in earnings (a) 0.1 — Contingent consideration liability, at June 30 $ 4.7 $ 10.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses, net on 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, 2024 and 2023: (in millions) 2024 2023 Contingent consideration liability, at January 1 $ 4.9 $ 2.7 Acquisitions, including measurement period adjustments (0.2) 8.5 Settlements of contingent consideration liabilities — (0.5) Foreign currency translation (0.1) — Total expense (benefit) included in earnings (a) 0.1 (0.2) Contingent consideration liability, at June 30 $ 4.7 $ 10.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses, net on the Condensed Consolidated Statements of Operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, 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, which may differ materially due to, among other things, the risk factors described under Part I, Item 1A, Risk Factors , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. 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 November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, including enhanced disclosures regarding significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures , which expands the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024, with early adoption and retrospective application permitted. The Company is currently evaluating the impact of adopting this guidance on its financial statement disclosures. |
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. |
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 Swaps As described in Note 5 – Debt, the Company may, from time to time, execute interest rate swaps as a means of fixing the floating interest rate component on a portion of its floating-rate debt. The Company classifies its interest rate swaps 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 swaps. Contingent Consideration At June 30, 2024, the Company had contingent obligations to transfer up to $7.5 million, $6.2 million, and C$6.0 million (approximately $4.4 million), to the former owners of Deist Industries, Inc. and certain of its affiliates (collectively, “Deist”), Blasters, Inc. and Blasters Technologies, LLC (collectively, “Blasters”), and Trackless, respectively, if specified financial results are met over future reporting periods (i.e., an earn-out). The Deist, Blasters, and Trackless acquisitions were completed on December 30, 2021, January 3, 2023, and April 3, 2023, respectively. The Deist contingent earn-out payment, if earned, would be due to be paid following the third anniversary of the closing date. The Blasters contingent earn-out payments, if earned, would be due to be paid annually, in each of the three years following the anniversary of the closing date. There was no contingent earn-out payable for the first annual measurement period ended December 31, 2023. The Trackless contingent earn-out payment, if earned, would be due to be paid following the second anniversary of the closing date. During the six months ended June 30, 2023, the Company paid $0.5 million to settle the contingent consideration obligation due to the former owners of Mark Rite Lines Equipment Company, Inc. (“MRL”), which was acquired on July 1, 2019. 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 included as a component of Acquisition and integration-related expenses, net on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration liability based on the present value of risk-adjusted future cash flows under either a scenario-based or option-pricing method, as appropriate. Due to the lack of relevant observable market data over fair value inputs, such as prospective financial information or probabilities of future events as of June 30, 2024, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Trackless | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date: (in millions) Purchase price, inclusive of closing adjustments $ 41.9 Estimated fair value of additional consideration (a) 4.3 Total consideration 46.2 Accounts receivable 4.7 Inventories 15.0 Prepaid expenses and other current assets 0.1 Rental equipment 1.6 Properties and equipment 4.4 Customer relationships (b) 11.1 Trade names (c) 4.6 Accounts payable (1.5) Accrued liabilities (0.5) Net assets acquired 39.5 Goodwill (d) $ 6.7 (a) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included in Other long-term liabilities on the Condensed Consolidated Balance Sheets. See Note 12 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment. (b) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of approximately 12 years. (c) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (d) Goodwill, which is primarily tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales Disaggregated By Geographic Region and 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) 2024 2023 2024 2023 Geographic Region: U.S. $ 384.4 $ 338.9 $ 718.7 $ 648.0 Canada 69.4 69.4 128.7 113.3 Europe/Other 36.6 34.1 67.9 66.6 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 318.6 $ 285.0 $ 590.9 $ 530.3 Parts 60.1 59.6 121.1 114.4 Rental income (b) 17.4 16.9 29.4 27.9 Other (c) 12.7 11.5 21.4 19.2 Total 408.8 373.0 762.8 691.8 Safety and Security Systems Public safety and security equipment 53.1 42.4 98.0 82.6 Industrial signaling equipment 17.6 18.7 34.5 37.3 Warning systems 10.9 8.3 20.0 16.2 Total 81.6 69.4 152.5 136.1 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 (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. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The following table summarizes the components of Inventories: (in millions) June 30, December 31, Finished goods $ 122.6 $ 116.1 Raw materials 173.9 154.6 Work in process 30.4 32.7 Total inventories $ 326.9 $ 303.4 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 2022 Credit Agreement (a) $ 253.7 $ 297.4 Finance lease obligations 1.6 1.6 Total long-term borrowings and finance lease obligations, including current portion 255.3 299.0 Less: Current maturities 5.5 3.9 Less: Current finance lease obligations 1.0 0.8 Total long-term borrowings and finance lease obligations $ 248.8 $ 294.3 |
Schedule of Gross Borrowings and Gross Payments | The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities: Six Months Ended (in millions) 2024 2023 Gross borrowings $ 18.0 $ 115.7 Gross payments 57.2 71.0 |
Pensions (Tables)
Pensions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Retirement Benefits [Abstract] | |
Summary of Components of Net Periodic Pension (Benefit) Expense | 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) 2024 2023 2024 2023 2024 2023 2024 2023 Service cost $ — $ — $ — $ — $ 0.1 $ — $ 0.1 $ — Interest cost 1.5 1.5 2.9 3.0 0.3 0.4 0.7 0.8 Amortization of actuarial loss 0.5 0.3 1.0 0.6 0.2 0.3 0.4 0.5 Amortization of prior service cost — — — — 0.1 — 0.1 — Expected return on plan assets (1.8) (1.9) (3.6) (3.8) (0.6) (0.5) (1.1) (1.0) Net periodic pension expense (benefit) $ 0.2 $ (0.1) $ 0.3 $ (0.2) $ 0.1 $ 0.2 $ 0.2 $ 0.3 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023: (in millions) 2024 2023 Balance at January 1 $ 9.6 $ 9.3 Provisions to expense 4.7 3.8 Acquisitions — 0.1 Payments (4.4) (3.8) Balance at June 30 $ 9.9 $ 9.4 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) 2024 2023 2024 2023 Net income $ 60.8 $ 40.3 $ 112.4 $ 67.7 Weighted average shares outstanding – Basic 61.0 60.7 61.0 60.7 Dilutive effect of common stock equivalents 0.7 0.7 0.7 0.7 Weighted average shares outstanding – Diluted 61.7 61.4 61.7 61.4 Earnings per share: Basic $ 1.00 $ 0.66 $ 1.84 $ 1.12 Diluted 0.99 0.66 1.82 1.10 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 in the three months ended June 30, 2024 and 2023: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at April 1, 2024 $ (69.1) $ (2.0) $ (14.0) $ 1.0 $ (84.1) Other comprehensive (loss) income before reclassifications (0.2) — (1.4) 0.4 (1.2) Amounts reclassified from accumulated other comprehensive loss 0.5 0.1 — (0.7) (0.1) Net current-period other comprehensive income (loss) 0.3 0.1 (1.4) (0.3) (1.3) Balance at June 30, 2024 $ (68.8) $ (1.9) $ (15.4) $ 0.7 $ (85.4) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at April 1, 2023 $ (68.6) $ (2.0) $ (14.5) $ 1.7 $ (83.4) Other comprehensive (loss) income before reclassifications (0.5) — 3.2 1.1 3.8 Amounts reclassified from accumulated other comprehensive loss 0.4 — — (0.5) (0.1) Net current-period other comprehensive (loss) income (0.1) — 3.2 0.6 3.7 Balance at June 30, 2023 $ (68.7) $ (2.0) $ (11.3) $ 2.3 $ (79.7) (a) Amounts in parentheses indicate losses. The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the six months ended June 30, 2024 and 2023: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at January 1, 2024 $ (69.7) $ (2.0) $ (10.1) $ 0.5 $ (81.3) Other comprehensive (loss) income before reclassifications (0.1) — (5.3) 1.6 (3.8) Amounts reclassified from accumulated other comprehensive loss 1.0 0.1 — (1.4) (0.3) Net current-period other comprehensive income (loss) 0.9 0.1 (5.3) 0.2 (4.1) Balance at June 30, 2024 $ (68.8) $ (1.9) $ (15.4) $ 0.7 $ (85.4) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Interest Rate Swaps Total Balance at January 1, 2023 $ (68.6) $ (2.0) $ (16.0) $ 2.6 $ (84.0) Other comprehensive (loss) income before reclassifications (0.9) — 4.7 0.7 4.5 Amounts reclassified from accumulated other comprehensive loss 0.8 — — (1.0) (0.2) Net current-period other comprehensive (loss) income (0.1) — 4.7 (0.3) 4.3 Balance at June 30, 2023 $ (68.7) $ (2.0) $ (11.3) $ 2.3 $ (79.7) (a) Amounts in parentheses indicate losses. |
Reclassification from Accumulated Other Comprehensive Loss, Net of Tax | The following table summarizes the amounts reclassified from Accumulated other comprehensive loss, net of tax, in the three months ended June 30, 2024 and 2023 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 2024 2023 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (0.7) $ (0.6) Other expense, net Amortization of prior service costs of defined benefit pension plans (0.1) — Other expense, net Interest rate swaps 0.9 0.7 Interest expense, net Total before tax 0.1 0.1 Income tax expense — — Income tax expense Total reclassifications for the period, net of tax $ 0.1 $ 0.1 (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, 2024 and 2023 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 2024 2023 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.4) $ (1.1) Other expense, net Amortization of prior service costs of defined benefit pension plans (0.1) — Other expense, net Interest rate swaps 1.8 1.4 Interest expense, net Total before tax 0.3 0.3 Income tax expense — (0.1) Income tax expense Total reclassifications for the period, net of tax $ 0.3 $ 0.2 (a) Amounts in parentheses indicate losses. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) 2024 2023 2024 2023 Net sales: Environmental Solutions $ 408.8 $ 373.0 $ 762.8 $ 691.8 Safety and Security Systems 81.6 69.4 152.5 136.1 Total net sales $ 490.4 $ 442.4 $ 915.3 $ 827.9 Operating income (loss): Environmental Solutions $ 72.9 $ 56.2 $ 124.6 $ 93.8 Safety and Security Systems 18.3 14.1 32.1 26.2 Corporate and eliminations (10.1) (10.9) (21.3) (21.1) Total operating income 81.1 59.4 135.4 98.9 Interest expense, net 3.2 5.6 6.4 10.3 Other expense, net 0.4 1.1 0.6 1.2 Income before income taxes $ 77.5 $ 52.7 $ 128.4 $ 87.4 (in millions) June 30, 2024 December 31, 2023 Total assets: Environmental Solutions $ 1,361.1 $ 1,290.9 Safety and Security Systems 288.5 288.1 Corporate and eliminations 41.9 41.5 Total assets $ 1,691.5 $ 1,620.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024: Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 15.1 $ — $ — $ 15.1 Interest rate swaps — 0.7 — 0.7 Liabilities: Contingent consideration — — 4.7 4.7 |
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, 2024 and 2023: (in millions) 2024 2023 Contingent consideration liability, at April 1 $ 4.6 ` $ 6.0 Acquisitions, including measurement period adjustments — 4.5 Total expense included in earnings (a) 0.1 — Contingent consideration liability, at June 30 $ 4.7 $ 10.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses, net on 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, 2024 and 2023: (in millions) 2024 2023 Contingent consideration liability, at January 1 $ 4.9 $ 2.7 Acquisitions, including measurement period adjustments (0.2) 8.5 Settlements of contingent consideration liabilities — (0.5) Foreign currency translation (0.1) — Total expense (benefit) included in earnings (a) 0.1 (0.2) Contingent consideration liability, at June 30 $ 4.7 $ 10.5 (a) Changes in the fair value of contingent consideration liabilities are included as a component of Acquisition and integration-related expenses, net on the Condensed Consolidated Statements of Operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2024 Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Apr. 03, 2023 USD ($) | Apr. 03, 2023 CAD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 03, 2023 CAD ($) | |
Business Acquisition [Line Items] | ||||||||
Revenues | $ 490.4 | $ 442.4 | $ 915.3 | $ 827.9 | ||||
Operating Income (Loss) | 81.1 | $ 59.4 | 135.4 | $ 98.9 | ||||
Goodwill | 469.9 | 469.9 | $ 472.7 | |||||
Trackless | ||||||||
Business Acquisition [Line Items] | ||||||||
Contingent consideration maximum | $ 4.4 | $ 6 | ||||||
Goodwill | $ 8 | |||||||
Payments to Acquire Businesses, Gross | $ 41.9 | $ 56.3 | ||||||
Goodwill, Other Increase (Decrease) | (1.3) | |||||||
Business Acquisition post closing adjustment | $ (0.2) | (0.2) | ||||||
Increase (Decrease) in Intangible Assets, Current | $ 1.1 |
Acquisitions - Fair Value of As
Acquisitions - Fair Value of Assets Acquired and Liabilities Assumed (Details) - Trackless $ in Millions | Apr. 03, 2023 USD ($) |
Business Acquisition [Line Items] | |
Purchase price, inclusive of adjustment for working capital and other post-closing items | $ 41.9 |
Estimated fair value of additional consideration | 4.3 |
Total consideration | 46.2 |
Accounts receivable | 4.7 |
Inventories | 15 |
Prepaid expenses and other current assets | 0.1 |
Rental equipment | 1.6 |
Properties and equipment | 4.4 |
Customer relationships | 11.1 |
Trade names | 4.6 |
Accounts payable | (1.5) |
Accrued liabilities | (0.5) |
Net assets acquired | 39.5 |
Goodwill | $ 6.7 |
Customer-Related Intangible Assets | |
Business Acquisition [Line Items] | |
Finite-lived intangible asset, useful life | 12 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue From Contracts With Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 490.4 | $ 442.4 | $ 915.3 | $ 827.9 | ||
U.S. | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 384.4 | 338.9 | 718.7 | 648 | ||
Canada | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 69.4 | 69.4 | 128.7 | 113.3 | ||
Europe/Other | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 36.6 | 34.1 | 67.9 | 66.6 | ||
Environmental Solutions | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 408.8 | 373 | 762.8 | 691.8 | ||
Environmental Solutions | Vehicles and equipment | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 318.6 | [1] | 285 | [1] | 590.9 | 530.3 |
Environmental Solutions | Parts | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 60.1 | 59.6 | 121.1 | 114.4 | ||
Environmental Solutions | Rental income | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 17.4 | [2] | 16.9 | [2] | 29.4 | 27.9 |
Environmental Solutions | Other | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 12.7 | [3] | 11.5 | [3] | 21.4 | 19.2 |
Safety and Security Systems | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 81.6 | 69.4 | 152.5 | 136.1 | ||
Safety and Security Systems | Public safety and security equipment | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 53.1 | 42.4 | 98 | 82.6 | ||
Safety and Security Systems | Industrial signaling equipment | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | 17.6 | 18.7 | 34.5 | 37.3 | ||
Safety and Security Systems | Warning systems | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Net sales | $ 10.9 | $ 8.3 | $ 20 | $ 16.2 | ||
[1] Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment. |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
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. | |
Contract liabilities | $ 28 | $ 30.9 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 122.6 | $ 116.1 |
Raw materials | 173.9 | 154.6 |
Work in process | 30.4 | 32.7 |
Total inventories | $ 326.9 | $ 303.4 |
Debt - Summary of Components of
Debt - Summary of Components of Long-Term Borrowings and Finance Lease Obligations (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | $ 253.7 | $ 297.4 |
Finance lease obligations | 1.6 | 1.6 | |
Total long-term borrowings and finance lease obligations, including current portion | 255.3 | 299 | |
Long-term Debt, Current Maturities | [1] | 5.5 | 3.9 |
Current finance lease obligations | 1 | 0.8 | |
Total long-term borrowings and finance lease obligations | $ 248.8 | $ 294.3 | |
[1]Defined as the Third Amended and Restated Credit Agreement, dated October 21, 2022, as amended. |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amounts and Estimated Fair Values of Long-Term Borrowings (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term borrowings | $ 255.3 | $ 299 |
Current portion of long-term borrowings and finance lease obligations | $ 6.5 | $ 4.7 |
Debt - Schedule of Gross Borrow
Debt - Schedule of Gross Borrowings and Gross Payments (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Line of Credit Facility [Line Items] | ||
Gross borrowings | $ 18 | $ 115.7 |
Gross payments | $ 57.2 | $ 71 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Mar. 31, 2024 | Dec. 31, 2023 | Oct. 21, 2022 | Oct. 02, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 11, 2023 | |
Debt Instrument [Line Items] | |||||||||
Interest rate swap liability, fair value | $ 700,000 | ||||||||
Interest rate swap asset, fair value | $ 700,000 | $ 700,000 | |||||||
2022 Credit Agreement | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowings | $ 800,000,000 | ||||||||
2022 Credit Agreement | Minimum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.10% | ||||||||
2022 Credit Agreement | Maximum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||||
2022 Credit Agreement | Base Rate | Minimum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Base rate borrowings margin range | 0% | ||||||||
2022 Credit Agreement | Base Rate | Maximum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Base rate borrowings margin range | 0.75% | ||||||||
2022 Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Base rate borrowings margin range | 1% | ||||||||
2022 Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Base rate borrowings margin range | 1.75% | ||||||||
2022 Credit Agreement | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility outstanding amount | 173,200,000 | 131,000,000 | 131,000,000 | ||||||
Remaining borrowing capacity | 492,700,000 | 532,900,000 | 532,900,000 | ||||||
2022 Credit Agreement | Revolving Credit Facility | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowings | $ 675,000,000 | ||||||||
2022 Credit Agreement | Letter of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility outstanding amount | 9,100,000 | 11,100,000 | 11,100,000 | ||||||
2022 Credit Agreement | Secured Debt | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility maximum borrowings | 125,000,000 | ||||||||
2022 Credit Agreement | Term loan Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility outstanding amount | 124,200,000 | 122,700,000 | 122,700,000 | ||||||
Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Unrealized pre-tax gain (loss) on interest rate swap cash flow hedges, recorded in accumulated other comprehensive loss | 200,000 | $ 1,400,000 | 1,400,000 | $ 900,000 | |||||
Debt Securities, Unrealized Gain (Loss) | $ 200,000 | $ 1,400,000 | |||||||
Debt and Equity Securities, Realized Gain (Loss) | $ 600,000 | $ 600,000 | $ 1,200,000 | $ 1,200,000 | |||||
Proceeds from Hedge, Financing Activities | $ 4,300,000 | ||||||||
Proceeds from Hedge, Financing Activities | $ 4,300,000 | ||||||||
us-gaap_InterestRateSwapMember2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility outstanding amount | 75,000,000 | ||||||||
Interest rate swap, notional amount | $ 75,000,000 | ||||||||
InterestRateSwapMember2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility outstanding amount | $ 75,000,000 | ||||||||
Interest rate swap, notional amount | $ 75,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ 16,700,000 | $ 12,400,000 | $ 16,000,000 | $ 19,700,000 | ||
Excess tax benefit from stock compensation activity | $ 700,000 | $ 900,000 | $ 1,500,000 | $ 1,600,000 | ||
Effective tax rate | 21.50% | 23.50% | 12.50% | 22.50% | ||
Recognized Tax Benefit from worhtless stock deduction, Net | $ 15,600,000 | $ 15,600,000 | $ 13,000,000 | |||
Tax Benefit from worthless stock deduction | $ 2,600,000 | $ 2,600,000 | $ 13,600,000 | |||
Tax Benefit from worthless stock deduction, Interest | $ 1,800,000 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
U.S. | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1.5 | 1.5 | 2.9 | 3 |
Amortization of actuarial loss | 0.5 | 0.3 | 1 | 0.6 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Expected return on plan assets | (1.8) | (1.9) | (3.6) | (3.8) |
Net periodic pension expense (benefit) | 0.2 | (0.1) | 0.3 | (0.2) |
Non-U.S. Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0.1 | 0 | 0.1 | 0 |
Interest cost | 0.3 | 0.4 | 0.7 | 0.8 |
Amortization of actuarial loss | 0.2 | 0.3 | 0.4 | 0.5 |
Amortization of prior service cost | 0.1 | 0 | 0.1 | 0 |
Expected return on plan assets | (0.6) | (0.5) | (1.1) | (1) |
Net periodic pension expense (benefit) | $ 0.1 | $ 0.2 | $ 0.2 | $ 0.3 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Changes in Warranty Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at January 1 | $ 9.6 | $ 9.3 |
Provisions to expense | 4.7 | 3.8 |
Acquisitions | 0 | 0.1 |
Payments | (4.4) | (3.8) |
Balance at June 30 | $ 9.9 | $ 9.4 |
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 - Additional Information (Details) | 1 Months Ended | 4 Months Ended | 5 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | 36 Months Ended | 180 Months Ended | |||||||||||||||||||||||
Dec. 20, 2021 USD ($) Plaintiff | Apr. 25, 2017 USD ($) | Feb. 24, 2017 Plaintiff | Sep. 17, 2014 Plaintiff case | Nov. 30, 2012 Plaintiff | Apr. 29, 2011 USD ($) | Apr. 22, 2011 USD ($) Plaintiff | Mar. 31, 2018 USD ($) Plaintiff | Nov. 30, 2017 plaintiff | Aug. 31, 2017 Plaintiff | May 31, 2016 Plaintiff | Nov. 30, 2015 Plaintiff | Jan. 31, 2015 case | Jan. 31, 2015 Plaintiff | Jan. 31, 2015 Case | Dec. 31, 2014 Plaintiff | Mar. 31, 2014 Plaintiff | Dec. 31, 2012 Plaintiff | Nov. 30, 2011 Plaintiff | Jul. 31, 2013 Plaintiff | Dec. 31, 2015 Plaintiff case | Oct. 31, 2016 plaintiff Case | Oct. 31, 2012 Plaintiff Case case | Dec. 31, 2017 USD ($) Plaintiff plaintiff | Dec. 31, 2010 USD ($) case plaintiff | Dec. 31, 2009 USD ($) Plaintiff | Dec. 31, 2008 Plaintiff | Dec. 31, 2009 case plaintiff | Dec. 31, 2013 case plaintiff | Jun. 30, 2024 USD ($) | Jan. 04, 2011 Plaintiff | |
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Outstanding letters of credit and bonds | $ | $ 25,700,000 | ||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 921 | ||||||||||||||||||||||||||||||
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 | 2,160 | ||||||||||||||||||||||||||||||
Number of plaintiffs cases dismissed (plaintiff) | 2 | ||||||||||||||||||||||||||||||
Circuit Court Of Cook County | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 2,816 | ||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | 27 | ||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 40 | ||||||||||||||||||||||||||||||
Court of Common Pleas, Philadelphia County | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | case | 2 | 3 | |||||||||||||||||||||||||||||
Number of claims dismissed (case) | case | 1 | ||||||||||||||||||||||||||||||
Damages maximum amount | $ | $ 100,000 | ||||||||||||||||||||||||||||||
Number of claimants settled (plaintiff) | 1,125 | ||||||||||||||||||||||||||||||
Settlement Agreement | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,069 | ||||||||||||||||||||||||||||||
Claims settled amount | $ | $ 3,800,000 | ||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 3,600,000 | ||||||||||||||||||||||||||||||
Settlement Candidates | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 462 | 1,090 | |||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,770 | ||||||||||||||||||||||||||||||
Responsive Settlement Candidates | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 717 | ||||||||||||||||||||||||||||||
Lackawanna Firefighter Plaintiffs | Lackawanna County Pennsylvania [Member] | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 70 | ||||||||||||||||||||||||||||||
Number of new claims filed (case) | 5 | ||||||||||||||||||||||||||||||
Outside Chicago Firefighter Plaintiffs | CookCountyandDupageCounty | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 200,000 | ||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 3 | 8 | |||||||||||||||||||||||||||||
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) | 1 | 7 | 70 | 3 | 20 | 155 | 9 | 71 | |||||||||||||||||||||||
Number of claims dismissed (case) | case | 5 | ||||||||||||||||||||||||||||||
Number of new claims filed (case) | 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 | ||||||||||||||||||||||||||||||
Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 247 | ||||||||||||||||||||||||||||||
Number of claims dismissed (case) | 55 | ||||||||||||||||||||||||||||||
Number of new claims filed (case) | 19 | ||||||||||||||||||||||||||||||
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 | Lackawanna County Pennsylvania [Member] | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | ||||||||||||||||||||||||||||||
New Jersey Firefighter Plaintiffs | Superior Court of New Jersey, Union County | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 34 | ||||||||||||||||||||||||||||||
Massachusetts Firefighter Plaintiffs | |||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 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) | plaintiff | 1,084 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 60.8 | $ 40.3 | $ 112.4 | $ 67.7 |
Weighted average shares outstanding - Basic (shares) | 61 | 60.7 | 61 | 60.7 |
Dilutive effect of common stock equivalents (shares) | 0.7 | 0.7 | 0.7 | 0.7 |
Weighted average shares outstanding - Diluted (shares) | 61.7 | 61.4 | 61.7 | 61.4 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 1 | $ 0.66 | $ 1.84 | $ 1.12 |
Diluted earnings per share: | ||||
Earnings per share (usd per share) | $ 0.99 | $ 0.66 | $ 1.82 | $ 1.10 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ (81.3) | |||
Net current-period other comprehensive income (loss) | $ (1.3) | $ 3.7 | (4.1) | $ 4.3 |
Ending balance | (85.4) | (85.4) | ||
Actuarial Losses | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (69.1) | (68.6) | (69.7) | (68.6) |
Other comprehensive (loss) income before reclassifications | (0.2) | (0.5) | (0.1) | (0.9) |
Amounts reclassified from accumulated other comprehensive loss | 0.5 | 0.4 | 1 | 0.8 |
Net current-period other comprehensive income (loss) | 0.3 | (0.1) | 0.9 | (0.1) |
Ending balance | (68.8) | (68.7) | (68.8) | (68.7) |
Prior Service Costs | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (2) | (2) | (2) | (2) |
Other comprehensive (loss) income before reclassifications | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 0.1 | 0 | 0.1 | 0 |
Net current-period other comprehensive income (loss) | 0.1 | 0 | 0.1 | 0 |
Ending balance | (1.9) | (2) | (1.9) | (2) |
Currency Translation | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (14) | (14.5) | (10.1) | (16) |
Other comprehensive (loss) income before reclassifications | (1.4) | 3.2 | (5.3) | 4.7 |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (1.4) | 3.2 | (5.3) | 4.7 |
Ending balance | (15.4) | (11.3) | (15.4) | (11.3) |
Interest Rate Swaps | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | 1 | 1.7 | 0.5 | 2.6 |
Other comprehensive (loss) income before reclassifications | 0.4 | 1.1 | 1.6 | 0.7 |
Amounts reclassified from accumulated other comprehensive loss | (0.7) | (0.5) | (1.4) | (1) |
Net current-period other comprehensive income (loss) | (0.3) | 0.6 | 0.2 | (0.3) |
Ending balance | 0.7 | 2.3 | 0.7 | 2.3 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (84.1) | (83.4) | (81.3) | (84) |
Other comprehensive (loss) income before reclassifications | (1.2) | 3.8 | (3.8) | 4.5 |
Amounts reclassified from accumulated other comprehensive loss | (0.1) | (0.1) | (0.3) | (0.2) |
Net current-period other comprehensive income (loss) | (1.3) | 3.7 | (4.1) | 4.3 |
Ending balance | $ (85.4) | $ (79.7) | $ (85.4) | $ (79.7) |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of actuarial losses of defined benefit pension plans | $ (0.7) | $ (0.6) | $ (1.4) | $ (1.1) |
Amortization of prior service costs of defined benefit pension plans | (0.1) | 0 | (0.1) | 0 |
Interest rate swaps | 0.9 | 0.7 | 1.8 | 1.4 |
Total before tax | 0.1 | 0.1 | 0.3 | 0.3 |
Income tax expense | 0 | 0 | 0 | (0.1) |
Total reclassifications for the period, net of tax | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.2 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 13, 2020 | |
Dividends Payable [Line Items] | |||||||
Cash dividends declared per common share (usd per share) | $ 0.12 | $ 0.10 | $ 0.24 | $ 0.19 | |||
Cash dividends paid to stockholders | $ 7,400,000 | $ 7,300,000 | $ 6,100,000 | $ 14,700,000 | $ 11,600,000 | ||
Equity, Class of Treasury Stock [Line Items] | |||||||
Number of shares repurchased | 0 | 1,600 | 0 | ||||
Treasury stock purchases | $ 100,000 | $ 0 | |||||
Subsequent Event | |||||||
Dividends Payable [Line Items] | |||||||
Cash dividends declared per common share (usd per share) | $ 0.12 | ||||||
March 2020 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Total net sales | $ 490.4 | $ 442.4 | $ 915.3 | $ 827.9 | |
Operating Income (Loss) | 81.1 | 59.4 | 135.4 | 98.9 | |
Interest expense, net | 3.2 | 5.6 | 6.4 | 10.3 | |
Other expense, net | 0.4 | 1.1 | 0.6 | 1.2 | |
Income before income taxes | 77.5 | 52.7 | 128.4 | 87.4 | |
Total assets | 1,691.5 | 1,691.5 | $ 1,620.5 | ||
Environmental Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 408.8 | 373 | 762.8 | 691.8 | |
Operating Income (Loss) | 72.9 | 56.2 | 124.6 | 93.8 | |
Environmental Solutions | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,361.1 | 1,361.1 | 1,290.9 | ||
Safety and Security Systems | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 81.6 | 69.4 | 152.5 | 136.1 | |
Operating Income (Loss) | 18.3 | 14.1 | 32.1 | 26.2 | |
Safety and Security Systems | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 288.5 | 288.5 | 288.1 | ||
Corporate And Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income (Loss) | (10.1) | $ (10.9) | (21.3) | $ (21.1) | |
Corporate And Eliminations | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 41.9 | $ 41.9 | $ 41.5 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 Segment | |
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, 2024 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | $ 15.1 |
Estimated fair value of additional consideration (a) | 4.7 |
Derivative Asset | 0.7 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 15.1 |
Estimated fair value of additional consideration (a) | 0 |
Derivative Asset | 0 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 0 |
Estimated fair value of additional consideration (a) | 0 |
Derivative Asset | 0.7 |
Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 0 |
Estimated fair value of additional consideration (a) | 4.7 |
Derivative Asset | $ 0 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Settlements of contingent consideration liabilities | $ 0 | $ 0.5 | ||
Issuance of contingent consideration in connection with acquisitions | $ 0 | $ 4.5 | 0.2 | 8.5 |
Contingent consideration liability | 4.7 | 10.5 | 4.7 | 10.5 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Contingent consideration liability, beginning balance | 4.6 | 6 | 4.9 | 2.7 |
Issuance of contingent consideration in connection with acquisitions | 0 | 4.5 | 0.2 | 8.5 |
Settlements of contingent consideration liabilities | 0 | 0.5 | ||
Foreign currency translation | (0.1) | 0 | ||
Total losses included in earnings | 0.1 | 0 | 0.1 | (0.2) |
Contingent consideration liability, ending balance | $ 4.7 | $ 10.5 | $ 4.7 | $ 10.5 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions, $ in Millions | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Apr. 03, 2023 CAD ($) | Apr. 03, 2023 USD ($) | Jan. 03, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Settlements of contingent consideration liabilities | $ 0 | $ 0.5 | |||
Blasters [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration maximum | $ 6.2 | ||||
Trackless | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration maximum | $ 6 | $ 4.4 | |||
Maximum | Deist | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration maximum | $ 7.5 |