Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2020 |
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 | 1415 West 22nd Street |
Entity Address, City or Town | Oak Brook |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60523 |
City Area Code | 630 |
Local Phone Number | 954-2000 |
Title of 12(b) Security | Common Stock, par value $1.00 per share |
Trading Symbol | FSS |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 60,523,414 |
Entity Shell Company | false |
Entity Central Index Key | 0000277509 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 279.8 | $ 308.8 | $ 836 | $ 906.9 |
Cost of sales | 207.2 | 226.8 | 618.3 | 665.6 |
Gross profit | 72.6 | 82 | 217.7 | 241.3 |
Selling, engineering, general and administrative expenses | 38.4 | 43 | 118 | 128.7 |
Acquisition and integration-related expenses | 0.2 | 0.4 | 0.8 | 1.9 |
Restructuring | 0 | 0 | 1.3 | 0 |
Operating income | 34 | 38.6 | 97.6 | 110.7 |
Interest expense | 1.2 | 2.1 | 4.5 | 6.1 |
Other (income) expense, net | (0.1) | 0.2 | 2.1 | 0.5 |
Income before income taxes | 32.9 | 36.3 | 91 | 104.1 |
Income tax expense | 7.6 | 7.9 | 20.9 | 25.4 |
Net income | $ 25.3 | $ 28.4 | $ 70.1 | $ 78.7 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 0.42 | $ 0.47 | $ 1.16 | $ 1.31 |
Diluted earnings per share: | ||||
Earnings per share (usd per share) | $ 0.41 | $ 0.46 | $ 1.14 | $ 1.28 |
Weighted average common shares outstanding: | ||||
Basic (shares) | 60.3 | 60.2 | 60.3 | 60.1 |
Diluted (shares) | 61.3 | 61.4 | 61.5 | 61.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 25.3 | $ 28.4 | $ 70.1 | $ 78.7 |
Other comprehensive income (loss): | ||||
Change in foreign currency translation adjustment | 4.4 | (3.8) | (0.5) | (3) |
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense of $0.2, $0.2, $0.6 and $0.5, respectively | 0.3 | 1.3 | 3 | 2.8 |
Change in unrealized gain or loss on interest rate swaps, net of income tax expense (benefit) of $0.0, $(0.1), $(1.1) and $(0.5), respectively | 0.1 | (0.1) | (3.3) | (1.3) |
Total other comprehensive income (loss) | 4.8 | (2.6) | (0.8) | (1.5) |
Comprehensive income | $ 30.1 | $ 25.8 | $ 69.3 | $ 77.2 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Income tax expense on change in unrecognized net actuarial losses and prior service cost related to pension benefit plans | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.5 |
Income tax benefit on unrealized gain or loss on interest rate swaps | $ 0 | $ (0.1) | $ (1.1) | $ (0.5) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 66.2 | $ 31.6 |
Accounts receivable, net of allowances for doubtful accounts of $3.0 and $2.4, respectively | 145 | 134.2 |
Inventories | 196.6 | 182.9 |
Prepaid expenses and other current assets | 9.9 | 12 |
Total current assets | 417.7 | 360.7 |
Properties and equipment, net of accumulated depreciation of $133.0 and $125.5, respectively | 105.6 | 91.9 |
Rental equipment, net of accumulated depreciation of $40.9 and $33.6, respectively | 115.4 | 115.4 |
Operating lease right-of-use assets | 22.4 | 27.6 |
Goodwill | 392 | 388.8 |
Intangible assets, net of accumulated amortization of $29.4 and $22.1, respectively | 155.4 | 162.9 |
Deferred tax assets | 7.7 | 10 |
Deferred charges and other long-term assets | 8.2 | 7.9 |
Long-term assets of discontinued operations | 0.3 | 0.3 |
Total assets | 1,224.7 | 1,165.5 |
Current liabilities: | ||
Current portion of long-term borrowings and finance lease obligations | 0.2 | 0.2 |
Accounts payable | 71.1 | 65 |
Customer deposits | 11.5 | 11.5 |
Accrued liabilities: | ||
Compensation and withholding taxes | 27.8 | 31.1 |
Current operating lease liabilities | 8.1 | 8.2 |
Other current liabilities | 39.7 | 44 |
Current liabilities of discontinued operations | 0.2 | 0.2 |
Total current liabilities | 158.6 | 160.2 |
Long-term borrowings and finance lease obligations | 238.7 | 220.3 |
Long-term operating lease liabilities | 16.2 | 21.6 |
Long-term pension and other postretirement benefit liabilities | 44.6 | 50.9 |
Deferred tax liabilities | 58.1 | 52.7 |
Other long-term liabilities | 27.8 | 17.3 |
Long-term liabilities of discontinued operations | 0.9 | 0.9 |
Total liabilities | 544.9 | 523.9 |
Stockholders’ equity: | ||
Common stock, $1 par value per share, 90.0 shares authorized, 67.8 and 66.9 shares issued, respectively | 67.8 | 66.9 |
Capital in excess of par value | 237.4 | 228.6 |
Retained earnings | 583.8 | 528.2 |
Treasury stock, at cost, 7.3 and 6.4 shares, respectively | (119.3) | (93) |
Accumulated other comprehensive loss | (89.9) | (89.1) |
Total stockholders’ equity | 679.8 | 641.6 |
Total liabilities and stockholders’ equity | $ 1,224.7 | $ 1,165.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3 | $ 2.4 |
Properties and equipment, accumulated depreciation | 133 | 125.5 |
Rental equipment, accumulated depreciation | 40.9 | 33.6 |
Intangible assets, accumulated amortization | $ 29.4 | $ 22.1 |
Common stock, par value (usd per share) | $ 1 | |
Common stock, shares authorized | 90 | |
Common stock, shares issued | 67.8 | 66.9 |
Treasury stock, shares | 7.3 | 6.4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net income | $ 70.1 | $ 78.7 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 33.1 | 30.1 |
Stock-based compensation expense | 5.4 | 5.9 |
Payments for acquisition-related activity | 0 | (3.1) |
Deferred income taxes | 8.4 | 8.6 |
Changes in operating assets and liabilities | (37.4) | (61.6) |
Net cash provided by operating activities | 79.6 | 58.6 |
Investing activities: | ||
Purchases of properties and equipment | (24.3) | (21.2) |
Proceeds from sales of properties and equipment | 0.5 | 0.3 |
Payments for acquisition-related activity | (6.2) | (49.6) |
Proceeds from acquisition-related activity | 0.8 | 0 |
Other, net | 0 | 0.2 |
Net cash used for investing activities | (29.2) | (70.3) |
Financing activities: | ||
Increase in revolving lines of credit, net | 20.5 | 37.5 |
Payments of debt financing fees | 0 | (1) |
Purchases of treasury stock | (13.7) | (1) |
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation | (9) | (1.9) |
Payments for acquisition-related activity | 0 | (10.3) |
Cash dividends paid to stockholders | (14.5) | (14.5) |
Proceeds from stock-based compensation activity | 0.6 | 1.7 |
Other, net | 0.1 | 0 |
Net cash (used for) provided by financing activities | (16) | 10.5 |
Effects of foreign exchange rate changes on cash and cash equivalents | 0.2 | (0.3) |
Increase (decrease) in cash and cash equivalents | 34.6 | (1.5) |
Cash and cash equivalents at beginning of year | 31.6 | 37.4 |
Cash and cash equivalents at end of period | $ 66.2 | $ 35.9 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Capital in Excess of Par Value | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | |
Beginning Balance at Dec. 31, 2018 | $ 530.1 | $ 66.4 | $ 217 | $ 432.5 | $ (88.5) | $ (97.3) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 78.7 | 78.7 | |||||
Total other comprehensive income (loss) | (1.5) | (1.5) | [1] | ||||
Cash dividends declared | (14.5) | (14.5) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 5.2 | 5.2 | |||||
Stock option exercises and other | 1.6 | 0.4 | 3.4 | (2.2) | |||
Performance share unit transactions | (0.9) | 0.1 | (0.1) | (0.9) | |||
Stock repurchase program | (1) | (1) | |||||
Ending Balance at Sep. 30, 2019 | 604.2 | 66.9 | 225.5 | 503.2 | (92.6) | (98.8) | |
Beginning Balance at Jun. 30, 2019 | 580.1 | 66.7 | 221.3 | 479.7 | (91.4) | (96.2) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 28.4 | 28.4 | |||||
Total other comprehensive income (loss) | (2.6) | (2.6) | [1] | ||||
Cash dividends declared | (4.9) | (4.9) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 1.7 | 1.7 | |||||
Stock option exercises and other | 1.5 | 0.2 | 2.5 | (1.2) | |||
Ending Balance at Sep. 30, 2019 | 604.2 | 66.9 | 225.5 | 503.2 | (92.6) | (98.8) | |
Stock-based payments: | |||||||
Impact of adoption of ASU 2016-02 | Accounting Standards Update 2016-02 | 6.5 | 6.5 | |||||
Beginning Balance at Dec. 31, 2019 | 641.6 | 66.9 | 228.6 | 528.2 | (93) | (89.1) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 70.1 | 70.1 | |||||
Total other comprehensive income (loss) | (0.8) | (0.8) | [1] | ||||
Cash dividends declared | (14.5) | (14.5) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 5.4 | 5.4 | |||||
Stock option exercises and other | (5.4) | 0.7 | 3.6 | (9.7) | |||
Performance share unit transactions | (2.9) | 0.2 | (0.2) | (2.9) | |||
Stock repurchase program | (13.7) | (13.7) | |||||
Ending Balance at Sep. 30, 2020 | 679.8 | 67.8 | 237.4 | 583.8 | (119.3) | (89.9) | |
Beginning Balance at Jun. 30, 2020 | 655.4 | 67.5 | 234.7 | 563.3 | (115.4) | (94.7) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 25.3 | 25.3 | |||||
Total other comprehensive income (loss) | 4.8 | 4.8 | [1] | ||||
Cash dividends declared | (4.8) | (4.8) | |||||
Stock-based payments: | |||||||
Stock-based compensation | 1.5 | 1.5 | |||||
Stock option exercises and other | (2.2) | 0.3 | 1.2 | (3.7) | |||
Stock repurchase program | (0.2) | (0.2) | |||||
Ending Balance at Sep. 30, 2020 | $ 679.8 | $ 67.8 | $ 237.4 | $ 583.8 | $ (119.3) | $ (89.9) | |
[1] | Amounts in parentheses indicate losses. |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividends declared per common share (usd per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.24 | $ 0.24 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, 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. In addition, certain prior-year amounts have been reclassified to conform to current-year presentation. 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, 2019, which was filed with the SEC on February 27, 2020, and as updated in Part II, Item 1A, Risk Factors , of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, which were filed with the SEC on April 29, 2020 and July 29, 2020, respectively, and in this Form 10-Q. 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements , which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions, and reasonable forecasts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The amendments in this ASU should be applied on a modified retrospective basis. The Company adopted this guidance effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , which eliminates certain disclosure requirements, such as the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. This ASU adds new disclosure requirements for Level 3 measurements, and is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s disclosures in its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a retrospective, modified retrospective or prospective basis, depending on the area covered by the update. The Company currently expects to adopt this guidance effective January 1, 2021 and does not expect that its adoption will have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Among other things, for all types of hedging relationships, the guidance allows an entity to change the reference rate and other critical terms related to reference rate reform without having to remeasure the value or reassess a previous accounting determination. The amendments in this guidance should be applied on a prospective basis and, for companies with a fiscal year ending December 31, are effective from January 1, 2020 through December 31, 2022. The Company adopted this guidance effective January 1, 2020. When the transition occurs, the Company expects to apply this expedient to its existing interest rate swap that references LIBOR, and to any other new transactions that reference LIBOR or another reference rate that is discontinued, through December 31, 2022. The adoption of this ASU did not impact the Company’s consolidated financial statements. No other new accounting pronouncements issued, but not yet adopted, are expected to have a material impact on the Company’s results of operations, financial position or cash flow. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (iii) the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ, including as a result of the risks and uncertainties associated with the COVID-19 pandemic and its effect on the global economy. 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, 2019. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS Acquisition of Public Works Equipment and Supply, Inc. On June 12, 2020, the Company acquired certain assets and operations of Public Works Equipment and Supply, Inc. (“PWE”), a distributor of maintenance and infrastructure equipment covering North Carolina, South Carolina and parts of Tennessee. The acquisition included cash consideration of $6.2 million, which included a payment to acquire certain inventory and fixed assets at closing. As the acquisition closed on June 12, 2020, the assets and liabilities of PWE have been consolidated into the Company’s Condensed Consolidated Balance Sheet as of September 30, 2020, and the post-acquisition results of operations have been included in the Condensed Consolidated Statements of Operations, within the Environmental Solutions Group. The assets acquired and liabilities assumed in the PWE acquisition have been measured at their fair values at the acquisition date, resulting in $2.5 million of goodwill, which is deductible for tax purposes. Due to the timing of the acquisition, these amounts are preliminary and are subject to change within the measurement period as the Company finalizes its fair value estimates. The Company currently expects to finalize the purchase price allocation by the end of the current year. The acquisition was not, and would not have been, material to the Company’s net sales, results of operations or total assets during any period presented. Accordingly, the Company’s consolidated results from operations do not differ materially from historical performance as a result of the acquisition, and therefore, pro-forma results are not presented. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [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 Nine Months Ended (in millions) 2020 2019 2020 2019 Geographic Region: U.S. $ 219.1 $ 252.6 $ 650.7 $ 705.6 Canada 41.6 35.6 113.4 131.2 Europe/Other 19.1 20.6 71.9 70.1 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 179.1 $ 198.3 $ 531.1 $ 585.7 Parts 32.4 34.4 96.7 101.0 Rental income (b) 9.2 12.1 27.3 35.1 Other (c) 10.3 9.2 23.1 18.9 Total 231.0 254.0 678.2 740.7 Safety and Security Systems Public safety and security equipment 29.5 31.6 97.6 98.6 Industrial signaling equipment 11.6 15.1 38.0 45.1 Warning systems 7.7 8.1 22.2 22.5 Total 48.8 54.8 157.8 166.2 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 (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 $14.7 million and $13.9 million as of September 30, 2020 and December 31, 2019, respectively. Contract assets, such as unbilled receivables, were not material as of any of the periods presented herein. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The following table summarizes the components of Inventories: (in millions) September 30, December 31, Finished goods $ 99.8 $ 86.8 Raw materials 79.5 79.5 Work in process 17.3 16.6 Total inventories $ 196.6 $ 182.9 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT The following table summarizes the components of Long-term borrowings and finance lease obligations: (in millions) September 30, December 31, 2019 2019 Credit Agreement (a) $ 238.2 $ 219.9 Finance lease obligations 0.7 0.6 Total long-term borrowings and finance lease obligations, including current portion 238.9 220.5 Less: Current finance lease obligations 0.2 0.2 Total long-term borrowings and finance lease obligations $ 238.7 $ 220.3 (a) Defined as the Second Amended and Restated Credit Agreement, dated July 30, 2019. As more fully described within Note 12 – Fair Value Measurements, the Company uses a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value of long-term debt is based on interest rates that we believe are currently available to us for issuance of debt with similar terms and remaining maturities (Level 2 input). The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term borrowings: September 30, 2020 December 31, 2019 (in millions) Notional Fair Notional Fair Long-term borrowings (a) $ 238.9 $ 238.9 $ 220.5 $ 220.5 (a) Long-term borrowings includes current finance lease obligations of $0.2 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. Borrowings under the 2019 Credit Agreement bear interest, at the Company’s option, at a base rate or a LIBOR rate, plus, in each case, an applicable margin. The applicable margin ranges from zero to 0.75% for base rate borrowings and 1.00% to 1.75% for LIBOR borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.10% to 0.25% per annum on the unused portion of the $500 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable LIBOR margin plus other customary fees. The Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under the 2019 Credit Agreement that are to be measured at each fiscal quarter-end. The Company was in compliance with all such covenants as of September 30, 2020. As of September 30, 2020, there was $238.2 million of cash drawn and $11.2 million of undrawn letters of credit under the 2019 Credit Agreement, with $250.6 million of availability for borrowings. As of December 31, 2019, there was $219.9 million cash drawn and $11.2 million of undrawn letters of credit under the 2019 Credit Agreement, with $268.9 million of availability for borrowings. The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities: Nine Months Ended (in millions) 2020 2019 Gross borrowings $ 82.6 $ 80.1 Gross payments 62.1 42.6 Interest Rate Swap On June 2, 2017, the Company entered into an interest rate swap (the “2017 Swap”) with a notional amount of $150.0 million, as a means of fixing the floating interest rate component on $150.0 million of its variable-rate debt. In the third quarter of 2019, the Company terminated the 2017 Swap and received $0.2 million in connection with its settlement. The 2017 Swap was previously designated as a cash flow hedge, with an original termination date of June 2, 2020. On October 2, 2019, the Company entered into an interest rate swap (the “2019 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 2019 Swap is designated as a cash flow hedge, with a maturity date of July 30, 2024. As a result of the application of hedge accounting treatment, all unrealized gains and losses related to the derivative instrument are recorded in Accumulated other comprehensive loss and are reclassified into operations in the same period in which the hedged transaction affects earnings. The gain on the termination of the 2017 Swap was included in Accumulated other comprehensive loss and was reclassified into earnings ratably through June 2, 2020. 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 September 30, 2020, the fair value of the 2019 Swap was a liability of $3.4 million, which was included in Other long-term liabilities on the Condensed Consolidated Balance Sheet. At December 31, 2019, the fair value of the 2019 Swap was an asset of $0.9 million, which was included in Deferred charges and other long-term assets on the Condensed Consolidated Balance Sheet. During the three months ended September 30, 2020, an unrealized pre-tax gain of $0.1 million was recorded in Accumulated other comprehensive loss, whereas during the nine months ended September 30, 2020, an unrealized pre-tax loss of $4.3 million was recorded. No ineffectiveness was recorded in either period. During the three and nine months ended September 30, 2019, unrealized pre-tax losses of $0.2 million and $1.8 million, respectively, were recorded in Accumulated other comprehensive loss, and no ineffectiveness was recorded. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The Company recognized income tax expense of $7.6 million and $7.9 million for the three months ended September 30, 2020 and 2019, respectively. The decrease in tax expense in the current-year quarter was largely due to lower pre-tax income levels, and the recognition of $0.7 million more excess tax benefits from stock compensation activity, compared to the prior-year quarter. The Company’s effective tax rate for the three months ended September 30, 2020 was 23.1%, compared to 21.8% in the prior-year quarter, when the Company also recognized a $0.6 million benefit associated with the completion of a tax audit. For the nine months ended September 30, 2020 and 2019, the Company recognized income tax expense of $20.9 million and $25.4 million, respectively. The decrease in tax expense in the current year was largely due to lower pre-tax income levels, and the recognition of $2.3 million more excess tax benefits from stock compensation activity, compared to the prior-year period. The Company’s effective tax rate for the nine months ended September 30, 2020 was 23.0%, compared to 24.4% in the prior-year period. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The income tax provisions of the CARES Act had limited applicability to the Company and, therefore, did not have a material impact on the Company’s income tax expense for the three and nine months ended September 30, 2020. However, as permitted under the CARES Act, the Company elected to defer approximately $3.3 million of federal income tax payments, that would have otherwise been paid during the second quarter of 2020, to the third quarter of 2020. |
Pension and Other Post-Employme
Pension and Other Post-Employment Plans | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Pension and Other Post-Employment Plans | PENSION AND OTHER POST-EMPLOYMENT PLANS Defined Benefit Pension Plans The following table summarizes the components of Net periodic pension (benefit) expense: U.S. Benefit Plan Non-U.S. Benefit Plan Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ — $ — $ — $ — $ — $ — $ 0.1 $ 0.1 Interest cost $ 1.5 1.7 4.3 5.1 0.2 0.3 0.7 1.0 Amortization of actuarial loss 0.8 0.8 2.4 2.0 0.2 0.2 0.4 0.5 Amortization of prior service cost — — — — — — 0.1 0.1 Expected return on plan assets (2.3) (2.1) (6.9) (6.5) (0.5) (0.5) (1.4) (1.5) Net periodic pension (benefit) expense $ — $ 0.4 (0.2) 0.6 $ (0.1) $ — (0.1) 0.2 The items that comprise Net periodic pension (benefit) expense, other than service cost, are included as a component of Other (income) expense, net on the Condensed Consolidated Statements of Operations. In the nine months ended September 30, 2020, the Company contributed $5.0 million to its U.S. defined benefit plan. The Company did not make any contributions to its U.S. defined benefit plan in 2019. In each of the nine months ended September 30, 2020 and 2019, the Company contributed $1.0 million to its non-U.S. defined benefit plan. During the remainder of 2020, the Company expects to make additional contributions of up to $0.3 million to the non-U.S. benefit plan. Multi-Employer Pension Plans During the second quarter of 2020, the Company decided to withdraw from the Sheet Metal Workers’ National Pension Fund. In connection with the issuance of the Company’s intention to withdraw from the plan, the Company recorded an estimated liability of $2.4 million as a component of Other current liabilities on the Condensed Consolidated Balance Sheet as of September 30, 2020. The related expense was included as a component of Other (income) expense, net on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Financial Commitments The Company provides indemnifications and other guarantees in the ordinary course of business, the terms of which range in duration and often are not explicitly defined. Specifically, the Company is occasionally required to provide letters of credit and bid and performance bonds to various customers, principally to act as security for retention levels related to casualty insurance policies and to guarantee the performance of subsidiaries that engage in export and domestic transactions. At September 30, 2020, the Company had outstanding performance and financial standby letters of credit, as well as outstanding bid and performance bonds, aggregating to $28.1 million. If any such letters of credit or bonds are called, the Company would be obligated to reimburse the issuer of the letter of credit or bond. The Company believes the likelihood of any currently outstanding letter of credit or bond being called is remote. The Company has transactions involving the sale of equipment to certain of its customers which include (i) guarantees to repurchase the equipment for a fixed price at a future date and (ii) guarantees to repurchase the equipment from the third-party lender in the event of default by the customer. As of September 30, 2020, the single year and maximum potential cash payments the Company could be required to make to repurchase equipment under these agreements were each $3.9 million. The Company’s risk under these repurchase arrangements would be partially mitigated by the value of the products repurchased as part of the transaction. Historical cash requirements and losses associated with these obligations have not been significant, but could increase if customer defaults exceed current expectations, including as a result of the current COVID-19 pandemic and its effect on the global economy. 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 nine months ended September 30, 2020 and 2019: (in millions) 2020 2019 Balance at January 1 $ 11.2 $ 9.8 Provisions to expense 5.2 4.9 Acquisitions — 0.2 Payments (6.3) (4.8) Balance at September 30 $ 10.1 $ 10.1 As of September 30, 2020 and December 31, 2019, an estimated liability was recorded within the Environmental Solutions Group in connection with a specific warranty matter. It is reasonably possible that the Company’s estimate may change in the future as more information becomes available; however, the ultimate resolution of this matter is not expected to have a material adverse effect on the Company’s results of operations, financial position or liquidity. Liabilities of Discontinued Operations The Company retains certain liabilities for operations discontinued in prior periods, primarily for environmental remediation and product liability. Included in liabilities of discontinued operations on the Condensed Consolidated Balance Sheets as of both September 30, 2020 and December 31, 2019, were reserves of $0.3 million related to environmental remediation at the Pearland, Texas facility previously used by the Company’s discontinued Pauluhn business, and $0.8 million related to estimated product liability obligations of the discontinued North American refuse truck body business. Legal Proceedings The Company is subject to various claims, including pending and possible legal actions for product liability and other damages, and other matters arising in the ordinary course of the Company’s business. On a quarterly basis, the Company reviews uninsured material legal claims against the Company and accrues for the costs of such claims as appropriate in the exercise of management’s best judgment and experience. However, due to a lack of factual information available to the Company about a claim, or the procedural stage of a claim, it may not be possible for the Company to reasonably assess either the probability of a favorable or unfavorable outcome of the claim or to reasonably estimate the amount of loss should there be an unfavorable outcome. Therefore, for many claims, the Company cannot reasonably estimate a range of loss. The Company believes, based on current knowledge and after consultation with counsel, that the outcome of such claims and actions will not have a material adverse effect on the Company’s results of operations or financial condition. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if unfavorable, could have a material adverse effect on the Company’s results of operations, financial condition or cash flow. Hearing Loss Litigation The Company has been sued for monetary damages by firefighters who claim that exposure to the Company’s sirens has impaired their hearing and that the sirens are therefore defective. There were 33 cases filed during the period of 1999 through 2004, involving a total of 2,443 plaintiffs, in the Circuit Court of Cook County, Illinois. These cases involved more than 1,800 firefighter plaintiffs from locations outside of Chicago. In 2009, six additional cases were filed in Cook County, involving 299 Pennsylvania firefighter plaintiffs. During 2013, another case was filed in Cook County involving 74 Pennsylvania firefighter plaintiffs. The trial of the first 27 of these plaintiffs’ claims occurred in 2008, whereby a Cook County jury returned a unanimous verdict in favor of the Company. An additional 40 Chicago firefighter plaintiffs were selected for trial in 2009. Plaintiffs’ counsel later moved to reduce the number of plaintiffs from 40 to nine. The trial for these nine plaintiffs concluded with a verdict against the Company and for the plaintiffs in varying amounts totaling $0.4 million. The Company appealed this verdict. On September 13, 2012, the Illinois Appellate Court rejected this appeal. The Company thereafter filed a petition for rehearing with the Illinois Appellate Court, which was denied on February 7, 2013. The Company sought further review by filing a petition for leave to appeal with the Illinois Supreme Court on March 14, 2013. On May 29, 2013, the Illinois Supreme Court issued a summary order declining to accept review of this case. On July 1, 2013, the Company satisfied the judgments entered for these plaintiffs, which resulted in final dismissal of these cases. A third consolidated trial involving eight Chicago firefighter plaintiffs occurred during November 2011. The jury returned a unanimous verdict in favor of the Company at the conclusion of this trial. Following this trial, on March 12, 2012 the trial court entered an order certifying a class of the remaining Chicago Fire Department firefighter plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. The Company petitioned the Illinois Appellate Court for interlocutory appeal of this ruling. On May 17, 2012, the Illinois Appellate Court accepted the Company’s petition. On June 8, 2012, plaintiffs moved to dismiss the appeal, agreeing with the Company that the trial court had erred in certifying a class action trial in this matter. Pursuant to plaintiffs’ motion, the Illinois Appellate Court reversed the trial court’s certification order. Thereafter, the trial court scheduled a fourth consolidated trial involving three firefighter plaintiffs, which began in December 2012. Prior to the start of this trial, the claims of two of the three firefighter plaintiffs were dismissed. On December 17, 2012, the jury entered a complete defense verdict for the Company. Following this defense verdict, plaintiffs again moved to certify a class of Chicago Fire Department plaintiffs for trial on the sole issue of whether the Company’s sirens were defective and unreasonably dangerous. Over the Company’s objection, the trial court granted plaintiffs’ motion for class certification on March 11, 2013 and scheduled a class action trial to begin on June 10, 2013. The Company filed a petition for review with the Illinois Appellate Court on March 29, 2013 seeking reversal of the class certification order. On June 25, 2014, a unanimous three-judge panel of the First District Illinois Appellate Court issued its opinion reversing the class certification order of the trial court. Specifically, the Appellate Court determined that the trial court’s ruling failed to satisfy the class-action requirements that the common issues of the firefighters’ claims predominate over the individual issues and that there is an adequate representative for the class. During a status hearing on October 8, 2014, plaintiffs represented to the Court that they would again seek to certify a class of firefighters on the issue of whether the Company’s sirens were defective and unreasonably dangerous. On January 12, 2015, plaintiffs filed motions to amend their complaints to add class action allegations with respect to Chicago firefighter plaintiffs, as well as the approximately 1,800 firefighter plaintiffs from locations outside of Chicago. On March 11, 2015, the trial court granted plaintiffs’ motions to amend their complaints. On April 24, 2015, the cases were transferred to Cook County chancery court, which will decide all class certification issues. On March 23, 2018, plaintiffs filed a motion to certify as a class all firefighters from the Chicago Fire Department who have filed lawsuits in this matter. The parties have requested discovery from each other related to this motion. The Company intends to continue its objections to any attempt at certification. A settlement conference related to the Cook County cases occurred on October 20, 2020, which was not successful in resolving these cases. Another status hearing has been scheduled for November 19, 2020. The Company has also filed motions to dismiss cases involving firefighters who worked for fire departments located outside of the State of Illinois based on improper venue. On February 24, 2017, the Circuit Court of Cook County entered orders dismissing the cases of 1,770 such firefighter plaintiffs from the jurisdiction of the State of Illinois. Pursuant to these orders, these plaintiffs had six months thereafter to refile their cases in jurisdictions where these firefighters are located. Prior to this six-month deadline, attorneys representing some of these plaintiffs contacted the Company regarding possible settlement of their cases. During the year ended December 31, 2017, the Company entered into a global settlement agreement with two attorneys who represented approximately 1,090 of these plaintiffs. Under the terms of the settlement agreement, the Company offered $700 per plaintiff to settle these cases and 717 plaintiffs accepted this offer as a final settlement. The attorneys representing these plaintiffs agreed to withdraw from representing plaintiffs who did not respond to the settlement offer. It is the Company’s position that the non-settling plaintiffs who failed to timely refile their cases following the February 2017 dismissal by the Circuit Court of Cook County are now barred from doing so by the statute of limitations. The Company filed a venue motion seeking to transfer to DuPage County cases involving 10 plaintiffs who reside and work in Illinois but outside of Cook County. The Court granted this motion on June 28, 2017. The Company has also been sued on this issue outside of the Cook County, Illinois venue. Between 2007 and 2009, a total of 71 lawsuits involving 71 plaintiffs were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. Three of these cases were dismissed pursuant to pretrial motions filed by the Company. Another case was voluntarily dismissed. Prior to trial in four cases, the Company paid nominal sums to obtain dismissals. Three trials occurred in Philadelphia involving these cases filed in 2007 through 2009. The first trial involving one of these plaintiffs occurred in 2010, when the jury returned a verdict for the plaintiff. In particular, the jury found that the Company’s siren was not defectively designed, but that the Company negligently constructed the siren. The jury awarded damages in the amount of $0.1 million, which was subsequently reduced to $0.08 million. The Company appealed this verdict. Another trial, involving nine Philadelphia firefighter plaintiffs, also occurred in 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial. The third trial, also involving nine Philadelphia firefighter plaintiffs, was completed during 2010 when the jury returned a defense verdict for the Company as to all claims and all plaintiffs involved in that trial. Following defense verdicts in the last two Philadelphia trials, the Company negotiated settlements with respect to all remaining filed cases in Philadelphia at that time, as well as other firefighter claimants represented by the attorney who filed the Philadelphia cases. On January 4, 2011, the Company entered into a Global Settlement Agreement (the “Settlement Agreement”) with the law firm of the attorney representing the Philadelphia claimants, on behalf of 1,125 claimants the firm represented (the “Claimants”) and who had asserted product claims against the Company (the “Claims”). Three hundred eight of the Claimants had lawsuits pending against the Company in Cook County, Illinois. The Settlement Agreement provided that the Company pay a total amount of $3.8 million (the “Settlement Payment”) to settle the Claims (including the costs, fees and other expenses of the law firm in connection with its representation of the Claimants), subject to certain terms, conditions and procedures set forth in the Settlement Agreement. In order for the Company to be required to make the Settlement Payment: (i) each Claimant who agreed to settle his or her claims had to sign a release acceptable to the Company (a “Release”), (ii) each Claimant who agreed to the settlement and who was a plaintiff in a lawsuit, had to dismiss his or her lawsuit with prejudice, (iii) by April 29, 2011, at least 93% of the Claimants identified in the Settlement Agreement must have agreed to settle their claims and provide a signed Release to the Company and (iv) the law firm had to withdraw from representing any Claimants who did not agree to the settlement, including those who filed lawsuits. If the conditions to the settlement were met, but less than 100% of the Claimants agreed to settle their Claims and sign a Release, the Settlement Payment would be reduced by the percentage of Claimants who did not agree to the settlement. On April 22, 2011, the Company confirmed that the terms and conditions of the Settlement Agreement had been met and made a payment of $3.6 million to conclude the settlement. The amount was based upon the Company’s receipt of 1,069 signed releases provided by Claimants, which was 95% of all Claimants identified in the Settlement Agreement. The Company generally denies the allegations made in the claims and lawsuits by the Claimants and denies that its products caused any injuries to the Claimants. Nonetheless, the Company entered into the Settlement Agreement for the purpose of minimizing its expenses, including legal fees, and avoiding the inconvenience, uncertainty and distraction of the claims and lawsuits. During April through October 2012, 20 new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases were filed on behalf of 20 Philadelphia firefighters and involve various defendants in addition to the Company. Five of these cases were subsequently dismissed. The first trial involving these 2012 Philadelphia cases occurred during December 2014 and involved three firefighter plaintiffs. The jury returned a verdict in favor of the Company. Following this trial, all of the parties agreed to settle cases involving seven firefighter plaintiffs set for trial during January 2015 for nominal amounts per plaintiff. In January 2015, plaintiffs’ attorneys filed two new complaints in the Court of Common Pleas, Philadelphia, Pennsylvania on behalf of approximately 70 additional firefighter plaintiffs. The vast majority of the firefighters identified in these complaints are located outside of Pennsylvania. One of the complaints in these cases, which involves 11 firefighter plaintiffs from the District of Columbia, was removed to federal court in the Eastern District of Pennsylvania. Plaintiffs voluntarily dismissed all claims in this case on May 31, 2016. The Company thereafter moved to recover various fees and costs in this case, asserting that plaintiffs’ counsel failed to properly investigate these claims prior to filing suit. The Court granted this motion on April 25, 2017, awarding $0.1 million to the Company. After plaintiffs appealed this Order, the United States Court of Appeals for the Third Circuit affirmed the lower court decision awarding fees and costs to the Company. With respect to claims of other out-of-state firefighters involved in these two cases, the Company moved to dismiss these claims as improperly filed in Pennsylvania. The Court granted this motion and dismissed these claims on November 5, 2015. During August through December 2015, another nine new cases were filed in the Court of Common Pleas, Philadelphia County, Pennsylvania. These cases involve a total of 193 firefighters, most of whom are located outside of Pennsylvania. The Company again moved to dismiss all claims filed by out-of-state firefighters in these cases as improperly filed in Pennsylvania. On May 24, 2016, the Court granted this motion and dismissed these claims. Plaintiffs appealed this decision and, on September 25, 2018, the appellate court reversed this dismissal. The Company then filed a petition with the appellate court requesting that the court reconsider its ruling. On December 7, 2018, the appellate court granted the Company’s petition and withdrew its prior decision. The Court ordered that the parties file additional briefs and a new panel of appellate judges issue a decision. On June 25, 2020, after further briefing, the appellate court issued a decision affirming the trial court’s dismissal of these cases. On May 13, 2016, four new cases were filed in Philadelphia state court, involving a total of 55 Philadelphia firefighters who live in Pennsylvania. During August 2016, the Company settled a case involving four Philadelphia firefighters that had been set for trial in Philadelphia state court during September 2016. During 2017, plaintiffs filed additional cases in the Court of Common Pleas, Philadelphia County, involving over 100 Philadelphia firefighter plaintiffs. During January 2017, plaintiffs filed a motion to consolidate and bifurcate, similar to a motion filed in the Pittsburgh hearing loss cases, as described below. The Company has filed an opposition to this motion. These cases were then transferred to the mass tort program in Philadelphia for pretrial purposes. Plaintiffs’ counsel thereafter dismissed several plaintiffs. During November 2017, a trial involving one Philadelphia firefighter occurred. The jury returned a verdict in favor of the Company in this trial. Prior to a dismissal of these cases pursuant to the Tolling Agreement, discussed below, there was a total of 75 firefighters involved in cases pending in the Philadelphia mass tort program. During April through July 2013, additional cases were filed in Allegheny County, Pennsylvania on behalf of 247 plaintiff firefighters from Pittsburgh and against various defendants, including the Company. During May 2016, two additional cases were filed against the Company in Allegheny County involving 19 Pittsburgh firefighters. After the Company filed pretrial motions, the Court dismissed claims of 55 Pittsburgh firefighter plaintiffs. The Court scheduled trials for May, September and November 2016, for eight firefighters per trial. Prior to the first scheduled trial in Pittsburgh, the Court granted the Company’s motion for summary judgment and dismissed all claims asserted by plaintiff firefighters involved in this trial. Following an appeal by the plaintiff firefighters, the appellate court affirmed this dismissal. The next trial for six Pittsburgh firefighters started on November 7, 2016. Shortly after this trial began, plaintiffs’ counsel moved for a mistrial because a key witness suddenly became unavailable. The Court granted this motion and rescheduled this trial for March 6, 2017. During January 2017, plaintiffs also moved to consolidate and bifurcate trials involving Pittsburgh firefighters. In particular, plaintiffs sought one trial involving liability issues which will apply to all Pittsburgh firefighters who filed suit against the Company. The Company filed an opposition to this motion. On April 18, 2017, the trial court granted plaintiffs’ motion to bifurcate the next Pittsburgh trial. Pursuant to a motion for clarification filed by the Company, the Court ruled that the bifurcation order would only apply to six plaintiffs who were part of the next trial group in Pittsburgh. The Company thereafter sought an interlocutory appeal of the Court’s bifurcation order. The appellate court declined to accept the appeal at that time. A bifurcated trial began on September 27, 2017 in Allegheny County, Pennsylvania. Prior to and during trial, two plaintiffs were dismissed, resulting in four plaintiffs remaining for trial. After approximately two weeks of trial, the jury found that the Company’s siren product was not defective or unreasonably dangerous and rendered a verdict in favor of the Company. A second trial involving Pittsburgh firefighters began during January 2018. At the outset of this trial, plaintiffs’ attorneys requested that the Company consider settlement of various cases. This trial was continued to allow the parties to further discuss possible settlement. During March 2018, the parties agreed in principle on a framework (the “Settlement Framework”) to resolve hearing loss claims and cases in all jurisdictions involved in the hearing loss litigation except in Cook County and Lackawanna County, and excluding one case involving one firefighter in New York City. The firefighters excluded from the Settlement Framework are represented by different attorneys. The Company has agreed in principle to settle the cases in Lackawanna County and the case involving one firefighter in New York City for nominal amounts. Pursuant to the Settlement Framework, the Company would pay $700 to each firefighter who has filed a lawsuit and is eligible to be part of the settlement. The Company would pay $300 to each firefighter who has not yet filed a case and is eligible to be part of the settlement. To be eligible for settlement, among other things, firefighters must provide proof that they have high frequency noise-induced hearing loss. There are approximately 3,700 firefighters whose claims may be considered as part of this settlement, including approximately 1,320 firefighters who have ongoing filed lawsuits. This Settlement Framework was finalized in a global settlement agreement executed on November 4, 2019 (the “Framework Agreement”). Pursuant to the Framework Agreement, the parties are now in the process of determining how many of the approximately 3,700 firefighters will be eligible to participate in the settlement. In order to minimize the parties’ respective legal costs and expenses during this settlement process, on July 5, 2018, the parties entered into a tolling agreement (the “Tolling Agreement”). Pursuant to the Tolling Agreement, counsel for the settling firefighters agreed to dismiss the pending lawsuits in all jurisdictions except for the Allegheny County (Pittsburgh), Pennsylvania cases, and the Company agreed to a tolling of any statute of limitations applicable to the dismissed cases. The Tolling Agreement continued in place until the parties executed the Framework Agreement on November 4, 2019. After execution of the Framework Agreement, the Allegheny County (Pittsburgh) cases were dismissed. The Framework Agreement requires plaintiffs’ attorneys to withdraw from representing firefighters who elect not to participate in this settlement. As of September 30, 2020, the Company has recognized an estimated liability for the potential settlement amount under the Framework Agreement. While it is reasonably possible that the ultimate resolution of this matter may result in a loss in excess of the amount accrued, the incremental loss is not expected to be material. During March 2014, an action also was brought in the Court of Common Pleas of Erie County, Pennsylvania on behalf of 61 firefighters. This case likewise involves various defendants in addition to the Company. After the Company filed pretrial motions, 33 Erie County firefighter plaintiffs voluntarily dismissed their claims. During August 2017, five cases involving 70 firefighter plaintiffs were filed in Lackawanna County, Pennsylvania. These cases involve firefighter plaintiffs who originally filed in Cook County and were dismissed pursuant to the Company’s forum nonconveniens motion. As of September 30, 2020, a total of 263 firefighters are involved in cases filed in Allegheny and Lackawanna counties in Pennsylvania. On September 17, 2014, 20 lawsuits, involving a total of 193 Buffalo Fire Department firefighters, were filed in the Supreme Court of the State of New York, Erie County. All of the cases filed in Erie County, New York have been removed to federal court in the Western District of New York. Plaintiffs have filed a motion to consolidate and bifurcate these cases, similar to the motion filed in the Pittsburgh hearing loss cases, as described above. The Company has filed an opposition to the motion. During February 2015, a lawsuit involving one New York City firefighter plaintiff was filed in the Supreme Court of the State of New York, New York County. The plaintiff named the Company as well as several other parties as defendants. That case subsequently was transferred to federal court in the Northern District of New York and thereafter dismissed. During April 2015 through January 2016, 29 new cases involving a total of 235 firefighters were filed in various counties in the New York City area. During December 2016 through October 2017, additional cases were filed in these jurisdictions. On February 5, 2018, the Company was served with a complaint in an additional case filed in Kings County, New York. This case involves one plaintiff. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 536 firefighters involved in cases filed in the State of New York. During November 2015, the Company was served with a complaint filed in Union County, New Jersey state court, involving 34 New Jersey firefighters. This case has been transferred to federal court in the District of New Jersey. During the period from January through May 2016, eight additional cases were filed in various New Jersey state courts. Most of the firefighters in these cases reside in New Jersey and work or worked at New Jersey fire departments. During December 2016, a case involving one New Jersey firefighter was filed in the United States District Court of New Jersey. On May 2, 2017, plaintiffs filed a motion to consolidate and bifurcate in the pending federal court case in New Jersey. This motion was similar to bifurcation motions filed by plaintiffs in Pittsburgh, Buffalo and Philadelphia. The Court has denied this motion as premature. Pursuant to a petition filed by both parties, all New Jersey state court cases were consolidated for pretrial purposes. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 61 firefighters involved in cases filed in New Jersey. During May through October 2016, nine cases were filed in Suffolk County, Massachusetts state court, naming the Company as a defendant. These cases involve 194 firefighters who lived and worked in the Boston area. During August 2017, plaintiffs filed additional cases in Suffolk County court. The Company moved to transfer various cases filed in Suffolk County to other counties in Massachusetts where plaintiffs reside and work. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 218 firefighters involved in cases filed in Massachusetts. During August and September 2017, plaintiffs’ attorneys filed additional hearing loss cases in Florida. The Company is the only named defendant. These cases were filed in several different counties in Florida, including Tampa, Miami and Orlando municipalities. Plaintiffs have agreed to stipulate that they will not seek more than $75,000 in damages in any individual plaintiff case. Prior to a dismissal of these cases pursuant to the Tolling Agreement, there was a total of 166 firefighters involved in cases filed in Florida. From 2007 through 2009, firefighters also brought hearing loss claims against the Company in New Jersey, Missouri, Maryland and Kings County, New York. All of those cases, however, were dismissed prior to trial, including four cases in the Supreme Court of Kings County, New York that were dismissed upon the Company’s motion in 2008. On appeal, the New York appellate court affirmed the trial court’s dismissal of these cases. Plaintiffs’ attorneys have threatened to file additional lawsuits. The Company intends to vigorously defend all of these lawsuits, if filed. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 and 2019 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 nine months ended September 30, 2020, options to purchase 0.5 million shares of the Company’s common stock, respectively, had an anti-dilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS. For the three and nine months ended September 30, 2019, options to purchase 0.2 million and 0.5 million shares of the Company’s common stock, respectively, had an anti-dilutive effect on EPS, and accordingly, are excluded from the calculation of diluted EPS. The following table reconciles Net income to basic and diluted EPS: Three Months Ended Nine Months Ended (in millions, except per share data) 2020 2019 2020 2019 Net income $ 25.3 $ 28.4 $ 70.1 $ 78.7 Weighted average shares outstanding – Basic 60.3 60.2 60.3 60.1 Dilutive effect of common stock equivalents 1.0 1.2 1.2 1.2 Weighted average shares outstanding – Diluted 61.3 61.4 61.5 61.3 Earnings per share: Basic $ 0.42 $ 0.47 $ 1.16 $ 1.31 Diluted 0.41 0.46 1.14 1.28 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Dividends On February 19, 2020, the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.08 per common share. The dividend totaled $4.8 million and was distributed on March 31, 2020 to holders of record at the close of business on March 18, 2020. On April 21, 2020, the Board declared a quarterly cash dividend of $0.08 per common share. The dividend totaled $4.9 million and was distributed on June 2, 2020 to holders of record at the close of business on May 15, 2020. On July 27, 2020, the Board declared a quarterly cash dividend of $0.08 per common share. The dividend totaled $4.8 million and was distributed on September 4, 2020 to holders of record at the close of business on August 21, 2020. During the three and nine months ended September 30, 2019, dividends of $4.9 million and $14.5 million were paid to stockholders. On October 27, 2020, the Board declared a quarterly cash dividend of $0.08 per common share payable on December 1, 2020 to holders of record at the close of business on November 19, 2020. Stock Repurchase Program In November 2014, the Board authorized a stock repurchase program (the “November 2014 program”) of up to $75.0 million of the Company’s common stock. On March 13, 2020, the Board authorized an additional stock repurchase program (the “March 2020 program”) of up to $75.0 million of the Company’s common stock. The March 2020 program supplements the Board’s prior authorization under the November 2014 program, which remains in effect. The stock repurchase programs are 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 programs, 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. During the three and nine months ended September 30, 2020, the Company repurchased 7,227 and 498,217 shares for a total of $0.2 million and $13.7 million, respectively, under the stock repurchase program. During the nine months ended September 30, 2019, the Company repurchased 48,409 shares for a total of $1.0 million under the stock repurchase program. Accumulated Other Comprehensive Loss The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the three months ended September 30, 2020 and 2019: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at July 1, 2020 $ (77.8) $ (2.3) $ (12.0) $ (2.6) $ (94.7) Other comprehensive (loss) income before reclassifications (0.4) — 4.4 — 4.0 Amounts reclassified from accumulated other comprehensive loss 0.7 — — 0.1 0.8 Net current-period other comprehensive income 0.3 — 4.4 0.1 4.8 Balance at September 30, 2020 $ (77.5) $ (2.3) $ (7.6) $ (2.5) $ (89.9) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at July 1, 2019 $ (86.0) $ (2.4) $ (8.1) $ 0.3 $ (96.2) Other comprehensive income (loss) before reclassifications 0.5 — (3.8) 0.1 (3.2) Amounts reclassified from accumulated other comprehensive loss 0.8 — — (0.2) 0.6 Net current-period other comprehensive income (loss) 1.3 — (3.8) (0.1) (2.6) Balance at September 30, 2019 $ (84.7) $ (2.4) $ (11.9) $ 0.2 $ (98.8) The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the nine months ended September 30, 2020 and 2019: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at January 1, 2020 $ (80.4) $ (2.4) $ (7.1) $ 0.8 $ (89.1) Other comprehensive income (loss) before reclassifications 0.8 — (0.5) (3.4) (3.1) Amounts reclassified from accumulated other comprehensive loss 2.1 0.1 — 0.1 2.3 Net current-period other comprehensive income (loss) 2.9 0.1 (0.5) (3.3) (0.8) Balance at September 30, 2020 $ (77.5) $ (2.3) $ (7.6) $ (2.5) $ (89.9) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at January 1, 2019 $ (87.4) $ (2.5) $ (8.9) $ 1.5 $ (97.3) Other comprehensive income (loss) before reclassifications 0.7 — (3.0) (0.6) (2.9) Amounts reclassified from accumulated other comprehensive loss 2.0 0.1 — (0.7) 1.4 Net current-period other comprehensive income (loss) 2.7 0.1 (3.0) (1.3) (1.5) Balance at September 30, 2019 $ (84.7) $ (2.4) $ (11.9) $ 0.2 $ (98.8) (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 September 30, 2020 and 2019 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 2020 2019 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.0) $ (1.0) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans — — Other (income) expense, net Interest rate swaps (0.2) 0.2 Interest expense Total before tax (1.2) (0.8) Income tax benefit 0.4 0.2 Income tax expense Total reclassifications for the period, net of tax $ (0.8) $ (0.6) (a) Amounts in parentheses indicate losses. The following table summarizes the amounts reclassified from Accumulated other comprehensive loss, net of tax, in the nine months ended September 30, 2020 and 2019 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 2020 2019 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (2.8) $ (2.5) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1) (0.1) Other (income) expense, net Interest rate swaps (0.2) 0.9 Interest expense Total before tax (3.1) (1.7) Income tax benefit 0.8 0.3 Income tax expense Total reclassifications for the period, net of tax $ (2.3) $ (1.4) (a) Amounts in parentheses indicate losses. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended (in millions) 2020 2019 2020 2019 Net sales: Environmental Solutions $ 231.0 $ 254.0 $ 678.2 $ 740.7 Safety and Security Systems 48.8 54.8 157.8 166.2 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 Operating income (loss): Environmental Solutions $ 33.0 $ 35.9 $ 91.0 $ 106.4 Safety and Security Systems 7.4 8.6 25.2 26.8 Corporate and eliminations (6.4) (5.9) (18.6) (22.5) Total operating income 34.0 38.6 97.6 110.7 Interest expense 1.2 2.1 4.5 6.1 Other (income) expense, net (0.1) 0.2 2.1 0.5 Income before income taxes $ 32.9 $ 36.3 $ 91.0 $ 104.1 (in millions) As of As of December 31, 2019 Total assets: Environmental Solutions $ 940.9 $ 908.1 Safety and Security Systems 226.5 222.6 Corporate and eliminations 57.0 34.5 Total assets of continuing operations 1,224.4 1,165.2 Total assets of discontinued operations 0.3 0.3 Total assets $ 1,224.7 $ 1,165.5 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
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 The Company has a contingent obligation to transfer up to $15.5 million to the former owners of Mark Rite Lines Equipment Company, Inc. (“MRL”), a U.S. manufacturer of truck-mounted and ride-on road-marking and line-removal equipment acquired by the Company on July 1, 2019, if specified financial results are met over future reporting periods (i.e., an earn-out). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred. Subsequent changes in fair value are included as a component of Acquisition and integration-related expenses on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration obligation based on 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 September 30, 2020, 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 September 30, 2020: Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 34.4 $ — $ — $ 34.4 Liabilities: Contingent consideration — — 4.4 4.4 Interest rate swap — 3.4 — 3.4 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the three months ended September 30, 2020 and 2019: (in millions) 2020 2019 (a) (b) Contingent consideration liability, at July 1 $ 4.4 $ 7.6 Issuance of contingent consideration in connection with acquisitions — 7.9 Settlements of contingent consideration liabilities — (7.6) Foreign currency translation — — Total losses included in earnings 0.0 0.1 Contingent consideration liability, at September 30 $ 4.4 $ 8.0 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the nine months ended September 30, 2020 and 2019: (in millions) 2020 2019 (a) (b) Contingent consideration liability, at January 1 $ 4.3 $ 6.7 Issuance of contingent consideration in connection with acquisitions — 7.9 Settlements of contingent consideration liabilities — (7.6) Foreign currency translation — 0.3 Total losses included in earnings 0.1 0.7 Contingent consideration liability, at September 30 $ 4.4 $ 8.0 (a) Activity in the three and nine months ended September 30, 2019 includes a contingent obligation to provide additional consideration to the former owners of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. based on the achievement of specified financial results over the three-year period following the closing of the acquisition. During the third quarter of 2019, the Company paid $7.6 million to settle this contingent consideration liability. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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, 2019, 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. In addition, certain prior-year amounts have been reclassified to conform to current-year presentation. 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, 2019, which was filed with the SEC on February 27, 2020, and as updated in Part II, Item 1A, Risk Factors , of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, which were filed with the SEC on April 29, 2020 and July 29, 2020, respectively, and in this Form 10-Q. 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 June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements , which requires the measurement of expected credit losses for financial instruments based on historical experience, current conditions, and reasonable forecasts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The amendments in this ASU should be applied on a modified retrospective basis. The Company adopted this guidance effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) , which eliminates certain disclosure requirements, such as the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy. This ASU adds new disclosure requirements for Level 3 measurements, and is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s disclosures in its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied on a retrospective, modified retrospective or prospective basis, depending on the area covered by the update. The Company currently expects to adopt this guidance effective January 1, 2021 and does not expect that its adoption will have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Among other things, for all types of hedging relationships, the guidance allows an entity to change the reference rate and other critical terms related to reference rate reform without having to remeasure the value or reassess a previous accounting determination. The amendments in this guidance should be applied on a prospective basis and, for companies with a fiscal year ending December 31, are effective from January 1, 2020 through December 31, 2022. The Company adopted this guidance effective January 1, 2020. When the transition occurs, the Company expects to apply this expedient to its existing interest rate swap that references LIBOR, and to any other new transactions that reference LIBOR or another reference rate that is discontinued, through December 31, 2022. The adoption of this ASU did not impact the Company’s consolidated financial statements. No other new accounting pronouncements issued, but not yet adopted, are expected to have a material impact on the Company’s results of operations, financial position or cash flow. |
Use of Estimates | Use of EstimatesThe 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 and outcomes may differ, including as a result of the risks and uncertainties associated with the COVID-19 pandemic and its effect on the global economy. |
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 The Company has a contingent obligation to transfer up to $15.5 million to the former owners of Mark Rite Lines Equipment Company, Inc. (“MRL”), a U.S. manufacturer of truck-mounted and ride-on road-marking and line-removal equipment acquired by the Company on July 1, 2019, if specified financial results are met over future reporting periods (i.e., an earn-out). Liabilities for contingent consideration are measured at fair value each reporting period, with the acquisition-date fair value included as part of the consideration transferred. Subsequent changes in fair value are included as a component of Acquisition and integration-related expenses on the Condensed Consolidated Statements of Operations. The Company uses an income approach to value the contingent consideration obligation based on 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 September 30, 2020, the Company has classified the contingent consideration liability within Level 3 of the fair value hierarchy outlined in ASC 820, Fair Value Measurements |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Disaggregation of Revenue [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 Nine Months Ended (in millions) 2020 2019 2020 2019 Geographic Region: U.S. $ 219.1 $ 252.6 $ 650.7 $ 705.6 Canada 41.6 35.6 113.4 131.2 Europe/Other 19.1 20.6 71.9 70.1 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 Major Product Line: Environmental Solutions Vehicles and equipment (a) $ 179.1 $ 198.3 $ 531.1 $ 585.7 Parts 32.4 34.4 96.7 101.0 Rental income (b) 9.2 12.1 27.3 35.1 Other (c) 10.3 9.2 23.1 18.9 Total 231.0 254.0 678.2 740.7 Safety and Security Systems Public safety and security equipment 29.5 31.6 97.6 98.6 Industrial signaling equipment 11.6 15.1 38.0 45.1 Warning systems 7.7 8.1 22.2 22.5 Total 48.8 54.8 157.8 166.2 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 (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) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The following table summarizes the components of Inventories: (in millions) September 30, December 31, Finished goods $ 99.8 $ 86.8 Raw materials 79.5 79.5 Work in process 17.3 16.6 Total inventories $ 196.6 $ 182.9 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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) September 30, December 31, 2019 2019 Credit Agreement (a) $ 238.2 $ 219.9 Finance lease obligations 0.7 0.6 Total long-term borrowings and finance lease obligations, including current portion 238.9 220.5 Less: Current finance lease obligations 0.2 0.2 Total long-term borrowings and finance lease obligations $ 238.7 $ 220.3 (a) Defined as the Second Amended and Restated Credit Agreement, dated July 30, 2019. |
Schedule of Carrying Amounts and Estimated Fair Values of Long-Term Borrowings | The following table summarizes the carrying amounts and estimated fair values of the Company’s long-term borrowings: September 30, 2020 December 31, 2019 (in millions) Notional Fair Notional Fair Long-term borrowings (a) $ 238.9 $ 238.9 $ 220.5 $ 220.5 (a) Long-term borrowings includes current finance lease obligations of $0.2 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. |
Schedule of Gross Borrowings and Gross Payments | The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities: Nine Months Ended (in millions) 2020 2019 Gross borrowings $ 82.6 $ 80.1 Gross payments 62.1 42.6 |
Pension and Other Post-Employ_2
Pension and Other Post-Employment Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Summary of Components of Net Periodic Pension (Benefit) Expense | The following table summarizes the components of Net periodic pension (benefit) expense: U.S. Benefit Plan Non-U.S. Benefit Plan Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended (in millions) 2020 2019 2020 2019 2020 2019 2020 2019 Service cost $ — $ — $ — $ — $ — $ — $ 0.1 $ 0.1 Interest cost $ 1.5 1.7 4.3 5.1 0.2 0.3 0.7 1.0 Amortization of actuarial loss 0.8 0.8 2.4 2.0 0.2 0.2 0.4 0.5 Amortization of prior service cost — — — — — — 0.1 0.1 Expected return on plan assets (2.3) (2.1) (6.9) (6.5) (0.5) (0.5) (1.4) (1.5) Net periodic pension (benefit) expense $ — $ 0.4 (0.2) 0.6 $ (0.1) $ — (0.1) 0.2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The following table summarizes the changes in the Company’s warranty liabilities during the nine months ended September 30, 2020 and 2019: (in millions) 2020 2019 Balance at January 1 $ 11.2 $ 9.8 Provisions to expense 5.2 4.9 Acquisitions — 0.2 Payments (6.3) (4.8) Balance at September 30 $ 10.1 $ 10.1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended (in millions, except per share data) 2020 2019 2020 2019 Net income $ 25.3 $ 28.4 $ 70.1 $ 78.7 Weighted average shares outstanding – Basic 60.3 60.2 60.3 60.1 Dilutive effect of common stock equivalents 1.0 1.2 1.2 1.2 Weighted average shares outstanding – Diluted 61.3 61.4 61.5 61.3 Earnings per share: Basic $ 0.42 $ 0.47 $ 1.16 $ 1.31 Diluted 0.41 0.46 1.14 1.28 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 and 2019: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at July 1, 2020 $ (77.8) $ (2.3) $ (12.0) $ (2.6) $ (94.7) Other comprehensive (loss) income before reclassifications (0.4) — 4.4 — 4.0 Amounts reclassified from accumulated other comprehensive loss 0.7 — — 0.1 0.8 Net current-period other comprehensive income 0.3 — 4.4 0.1 4.8 Balance at September 30, 2020 $ (77.5) $ (2.3) $ (7.6) $ (2.5) $ (89.9) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at July 1, 2019 $ (86.0) $ (2.4) $ (8.1) $ 0.3 $ (96.2) Other comprehensive income (loss) before reclassifications 0.5 — (3.8) 0.1 (3.2) Amounts reclassified from accumulated other comprehensive loss 0.8 — — (0.2) 0.6 Net current-period other comprehensive income (loss) 1.3 — (3.8) (0.1) (2.6) Balance at September 30, 2019 $ (84.7) $ (2.4) $ (11.9) $ 0.2 $ (98.8) The following tables summarize the changes in each component of Accumulated other comprehensive loss, net of tax in the nine months ended September 30, 2020 and 2019: (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at January 1, 2020 $ (80.4) $ (2.4) $ (7.1) $ 0.8 $ (89.1) Other comprehensive income (loss) before reclassifications 0.8 — (0.5) (3.4) (3.1) Amounts reclassified from accumulated other comprehensive loss 2.1 0.1 — 0.1 2.3 Net current-period other comprehensive income (loss) 2.9 0.1 (0.5) (3.3) (0.8) Balance at September 30, 2020 $ (77.5) $ (2.3) $ (7.6) $ (2.5) $ (89.9) (in millions) (a) Actuarial Losses Prior Service Costs Foreign Unrealized Gain (Loss) on Interest Rate Swaps Total Balance at January 1, 2019 $ (87.4) $ (2.5) $ (8.9) $ 1.5 $ (97.3) Other comprehensive income (loss) before reclassifications 0.7 — (3.0) (0.6) (2.9) Amounts reclassified from accumulated other comprehensive loss 2.0 0.1 — (0.7) 1.4 Net current-period other comprehensive income (loss) 2.7 0.1 (3.0) (1.3) (1.5) Balance at September 30, 2019 $ (84.7) $ (2.4) $ (11.9) $ 0.2 $ (98.8) (a) Amounts in parentheses indicate losses. |
Reclassification out of Accumulated Other Comprehensive Income | The following table summarizes the amounts reclassified from Accumulated other comprehensive loss, net of tax, in the three months ended September 30, 2020 and 2019 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 2020 2019 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (1.0) $ (1.0) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans — — Other (income) expense, net Interest rate swaps (0.2) 0.2 Interest expense Total before tax (1.2) (0.8) Income tax benefit 0.4 0.2 Income tax expense Total reclassifications for the period, net of tax $ (0.8) $ (0.6) (a) Amounts in parentheses indicate losses. The following table summarizes the amounts reclassified from Accumulated other comprehensive loss, net of tax, in the nine months ended September 30, 2020 and 2019 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 2020 2019 (in millions) (a) Amortization of actuarial losses of defined benefit pension plans $ (2.8) $ (2.5) Other (income) expense, net Amortization of prior service costs of defined benefit pension plans (0.1) (0.1) Other (income) expense, net Interest rate swaps (0.2) 0.9 Interest expense Total before tax (3.1) (1.7) Income tax benefit 0.8 0.3 Income tax expense Total reclassifications for the period, net of tax $ (2.3) $ (1.4) (a) Amounts in parentheses indicate losses. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended (in millions) 2020 2019 2020 2019 Net sales: Environmental Solutions $ 231.0 $ 254.0 $ 678.2 $ 740.7 Safety and Security Systems 48.8 54.8 157.8 166.2 Total net sales $ 279.8 $ 308.8 $ 836.0 $ 906.9 Operating income (loss): Environmental Solutions $ 33.0 $ 35.9 $ 91.0 $ 106.4 Safety and Security Systems 7.4 8.6 25.2 26.8 Corporate and eliminations (6.4) (5.9) (18.6) (22.5) Total operating income 34.0 38.6 97.6 110.7 Interest expense 1.2 2.1 4.5 6.1 Other (income) expense, net (0.1) 0.2 2.1 0.5 Income before income taxes $ 32.9 $ 36.3 $ 91.0 $ 104.1 (in millions) As of As of December 31, 2019 Total assets: Environmental Solutions $ 940.9 $ 908.1 Safety and Security Systems 226.5 222.6 Corporate and eliminations 57.0 34.5 Total assets of continuing operations 1,224.4 1,165.2 Total assets of discontinued operations 0.3 0.3 Total assets $ 1,224.7 $ 1,165.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020: Fair Value Measurement at Reporting Date Using (in millions) Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 34.4 $ — $ — $ 34.4 Liabilities: Contingent consideration — — 4.4 4.4 Interest rate swap — 3.4 — 3.4 |
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 September 30, 2020 and 2019: (in millions) 2020 2019 (a) (b) Contingent consideration liability, at July 1 $ 4.4 $ 7.6 Issuance of contingent consideration in connection with acquisitions — 7.9 Settlements of contingent consideration liabilities — (7.6) Foreign currency translation — — Total losses included in earnings 0.0 0.1 Contingent consideration liability, at September 30 $ 4.4 $ 8.0 The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements in the nine months ended September 30, 2020 and 2019: (in millions) 2020 2019 (a) (b) Contingent consideration liability, at January 1 $ 4.3 $ 6.7 Issuance of contingent consideration in connection with acquisitions — 7.9 Settlements of contingent consideration liabilities — (7.6) Foreign currency translation — 0.3 Total losses included in earnings 0.1 0.7 Contingent consideration liability, at September 30 $ 4.4 $ 8.0 (a) Activity in the three and nine months ended September 30, 2019 includes a contingent obligation to provide additional consideration to the former owners of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. based on the achievement of specified financial results over the three-year period following the closing of the acquisition. During the third quarter of 2019, the Company paid $7.6 million to settle this contingent consideration liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Payments to acquire businesses | $ 6.2 | $ 49.6 |
PWE | ||
Business Acquisition [Line Items] | ||
Payments to acquire businesses | 6.2 | |
Goodwill acquired during the period | $ 2.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue From Contracts With Customers (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 279.8 | $ 308.8 | $ 836 | $ 906.9 | |
U.S. | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 219.1 | 252.6 | 650.7 | 705.6 | |
Canada | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 41.6 | 35.6 | 113.4 | 131.2 | |
Europe/Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 19.1 | 20.6 | 71.9 | 70.1 | |
Environmental Solutions | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 231 | 254 | 678.2 | 740.7 | |
Environmental Solutions | Vehicles and equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [1] | 179.1 | 198.3 | 531.1 | 585.7 |
Environmental Solutions | Parts | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 32.4 | 34.4 | 96.7 | 101 | |
Environmental Solutions | Rental income | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [2] | 9.2 | 12.1 | 27.3 | 35.1 |
Environmental Solutions | Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [3] | 10.3 | 9.2 | 23.1 | 18.9 |
Safety and Security Systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 48.8 | 54.8 | 157.8 | 166.2 | |
Safety and Security Systems | Public safety and security equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 29.5 | 31.6 | 97.6 | 98.6 | |
Safety and Security Systems | Industrial signaling equipment | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 11.6 | 15.1 | 38 | 45.1 | |
Safety and Security Systems | Warning systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 7.7 | $ 8.1 | $ 22.2 | $ 22.5 | |
[1] | Includes net sales from the sale of new and used vehicles and equipment, including sales of rental equipment. | ||||
[2] | Represents income from vehicle and equipment lease arrangements with customers. | ||||
[3] | Primarily includes revenues from services, such as maintenance and repair work, and the sale of extended warranty contracts. |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Contract with Customer, Liability [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 | $ 14.7 | $ 13.9 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 99.8 | $ 86.8 |
Raw materials | 79.5 | 79.5 |
Work in process | 17.3 | 16.6 |
Total inventories | $ 196.6 | $ 182.9 |
Debt - Summary of Components of
Debt - Summary of Components of Long-Term Borrowings and Finance Lease Obligations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | $ 238.2 | $ 219.9 |
Finance lease obligations | 0.7 | 0.6 | |
Total long-term borrowings and finance lease obligations, including current portion | 238.9 | 220.5 | |
Less: Current finance lease obligations | 0.2 | 0.2 | |
Total long-term borrowings and finance lease obligations | $ 238.7 | $ 220.3 | |
[1] | Defined as the Second Amended and Restated Credit Agreement, dated July 30, 2019. |
Debt - Summary of Carrying Amou
Debt - Summary of Carrying Amounts and Estimated Fair Values of Long-Term Borrowings (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Long-term borrowings | $ 238.9 | $ 220.5 | |
Current portion of long-term borrowings and finance lease obligations | 0.2 | 0.2 | |
Notional Amount | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | 238.9 | 220.5 |
Fair Value | |||
Debt Instrument [Line Items] | |||
Long-term borrowings | [1] | $ 238.9 | $ 220.5 |
[1] | Long-term borrowings includes current finance lease obligations of $0.2 million and $0.2 million as of September 30, 2020 and December 31, 2019, respectively. |
Debt - Schedule of Gross Borrow
Debt - Schedule of Gross Borrowings and Gross Payments (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Line of Credit Facility [Line Items] | ||
Gross borrowings | $ 82.6 | $ 80.1 |
Gross payments | $ 62.1 | $ 42.6 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jun. 02, 2017 | |
Debt Instrument [Line Items] | ||||||
Proceeds from early terminated 2017 swap | $ 0.2 | |||||
Unrealized pre-tax gain (loss) on interest rate swap cash flow hedges, recorded in accumulated other comprehensive loss | $ 0.1 | (0.2) | $ (4.3) | $ (1.8) | ||
Interest rate swap liability, fair value | 3.4 | 3.4 | ||||
Interest rate swap asset, fair value | $ 0.9 | |||||
Hedge ineffectiveness recorded during the period | 0 | $ 0 | $ 0 | $ 0 | ||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding amount | $ 150 | |||||
Interest rate swap, notional amount | $ 150 | |||||
2019 Credit Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.10% | |||||
2019 Credit Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | |||||
2019 Credit Agreement | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Base rate borrowings margin range | 0.00% | |||||
2019 Credit Agreement | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Base rate borrowings margin range | 0.75% | |||||
2019 Credit Agreement | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Base rate borrowings margin range | 1.00% | |||||
2019 Credit Agreement | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Base rate borrowings margin range | 1.75% | |||||
2019 Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility maximum borrowings | 500 | $ 500 | ||||
Credit facility outstanding amount | 238.2 | 238.2 | 219.9 | |||
Remaining borrowing capacity | 250.6 | 250.6 | 268.9 | |||
2019 Credit Agreement | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding amount | 11.2 | 11.2 | $ 11.2 | |||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility outstanding amount | 75 | 75 | ||||
Interest rate swap, notional amount | $ 75 | $ 75 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 7.6 | $ 7.9 | $ 20.9 | $ 25.4 |
Excess tax benefit from completion of tax audit | $ 0.6 | $ 0.6 | ||
Excess tax benefit from stock compensation activity | $ 0.7 | $ 2.3 | ||
Effective tax rate | 23.10% | 21.80% | 23.00% | 24.40% |
Deferred tax payments under the CARES Act | $ 3.3 |
Pension and Other Post-Employ_3
Pension and Other Post-Employment Plans - Summary of Components of Net Periodic Pension Expense (Benefit) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
U.S. Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 1.5 | 1.7 | 4.3 | 5.1 |
Amortization of actuarial loss | 0.8 | 0.8 | 2.4 | 2 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Expected return on plan assets | (2.3) | (2.1) | (6.9) | (6.5) |
Net periodic pension (benefit) expense | 0 | 0.4 | (0.2) | 0.6 |
Non-U.S. Benefit Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0.1 | 0.1 |
Interest cost | 0.2 | 0.3 | 0.7 | 1 |
Amortization of actuarial loss | 0.2 | 0.2 | 0.4 | 0.5 |
Amortization of prior service cost | 0 | 0 | 0.1 | 0.1 |
Expected return on plan assets | (0.5) | (0.5) | (1.4) | (1.5) |
Net periodic pension (benefit) expense | $ (0.1) | $ 0 | $ (0.1) | $ 0.2 |
Pension and Other Post-Employ_4
Pension and Other Post-Employment Plans - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Withdrawal liability from Sheet Metal Workers' National Pension Fund | $ 2.4 | |
U.S. Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 5 | $ 0 |
Non-U.S. Benefit Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer contributions | 1 | $ 1 |
Estimated employer contributions remaining in current year | $ 0.3 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Changes in Warranty Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Balance at January 1 | $ 11.2 | $ 9.8 |
Provisions to expense | 5.2 | 4.9 |
Acquisitions | 0 | 0.2 |
Payments | (6.3) | (4.8) |
Balance at September 30 | $ 10.1 | $ 10.1 |
Minimum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 1 year | |
Maximum | ||
Product Warranty Liability [Line Items] | ||
Warranty period | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Liabilities of Discontinued Operations (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||
Environmental remediation reserve | $ 0.3 | $ 0.3 |
Estimated product liability obligations of the discontinued North American refuse truck body business | $ 0.8 | $ 0.8 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | Jul. 05, 2018plaintiffUSD ($)Plaintiff | Feb. 05, 2018Plaintiff | Jun. 28, 2017Plaintiff | Apr. 25, 2017USD ($) | Feb. 24, 2017Plaintiff | May 13, 2016caseplaintiff | Jan. 12, 2015Plaintiff | Sep. 17, 2014casePlaintiff | Nov. 30, 2012Plaintiff | Apr. 29, 2011USD ($) | Apr. 22, 2011USD ($)Plaintiff | Mar. 31, 2018USD ($) | Mar. 31, 2018plaintiff | Mar. 31, 2018Plaintiff | Nov. 30, 2017plaintiff | Sep. 30, 2017plaintiff | Aug. 31, 2017Plaintiff | Dec. 31, 2016Plaintiff | Aug. 30, 2016plaintiff | May 31, 2016Plaintiff | Nov. 30, 2015Plaintiff | Feb. 28, 2015Plaintiff | Jan. 31, 2015case | Jan. 31, 2015Plaintiff | Jan. 31, 2015Case | Dec. 31, 2014Plaintiff | Mar. 31, 2014plaintiffPlaintiff | Dec. 31, 2012Plaintiff | Nov. 30, 2011Plaintiff | Sep. 30, 2017USD ($) | Jul. 31, 2013Plaintiff | May 31, 2016Case | Dec. 31, 2015Plaintiffcase | Oct. 31, 2016plaintiffCase | Nov. 30, 2016plaintiff | Oct. 31, 2012CasecasePlaintiff | Sep. 30, 2020USD ($)Plaintiff | Jan. 31, 2016Case | Nov. 05, 2015Case | Sep. 30, 2017plaintiff | Dec. 31, 2017USD ($)Plaintiffplaintiff | Dec. 31, 2013plaintiff | Dec. 31, 2010USD ($) | Dec. 31, 2010case | Dec. 31, 2010plaintiff | Dec. 31, 2010Plaintiff | Dec. 31, 2009USD ($)caseplaintiffPlaintiff | Dec. 31, 2008Plaintiff | Dec. 31, 2009case | Dec. 31, 2009Plaintiff | Dec. 31, 2009Case | Dec. 31, 2004plaintiffcase | Jan. 04, 2011Plaintiff |
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding letters of credit and bonds | $ | $ 28,100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,320 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain contingency, unrecorded amount | $ | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement offer per eligible plaintiff who has already filed a lawsuit | $ | $ 700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement offer per eligible plaintiff who has not already filed a lawsuit | $ | $ 300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of firefighters considered as part of the settlement | 3,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs cases dismissed (plaintiff) | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Circuit Court Of Cook County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 2,443 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | 27 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of claimants settled (plaintiff) | 308 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 6 | 33 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Court of Common Pleas, Philadelphia County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 71 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of cases of plaintiff's claims (case) | 2 | 3 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | Case | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Damages maximum amount | $ | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of claimants settled (plaintiff) | 1,125 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 71 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,069 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Claims settled amount | $ | $ 3,800,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of claimants agreed for settlement | 93.00% | 95.00% | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of claimants agreed for settlement as per settlement agreement | 100.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 3,600,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Supreme Court of Kings County New York | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Lackawanna Firefighter Plaintiffs | Lackawanna County Pennsylvania [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 70 | 263 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Outside Chicago Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 10 | 1,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Outside Chicago Firefighter Plaintiffs | Circuit Court Of Cook County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 1,800 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Pennsylvania Firefighter Plaintiffs | Circuit Court Of Cook County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 74 | 299 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 3 | 3 | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 40 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | Circuit Court Of Cook County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Litigation settlement | $ | $ 700 | $ 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Philadelphia Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 75 | 55 | 1 | 4 | 7 | 70 | 3 | 20 | 100 | 9 | 9 | ||||||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | case | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 4 | 2 | 9 | 20 | |||||||||||||||||||||||||||||||||||||||||||||||||
District of Columbia Firefighter Plaintiffs | Federal Court, Eastern District of Pennsylvania | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 11 | 193 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Outside Pennsylvania Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 247 | 8 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of claims dismissed (case) | 55 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Buffalo Firefighter Plaintiffs | Supreme Court of State of New York Erie County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 193 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | case | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
New York City Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
New York City Firefighter Plaintiffs | Supreme Court of State of New York, New York County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 536 | 1 | 235 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 29 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
New York Kings County Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 61 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
New Jersey Firefighter Plaintiffs | Superior Court of New Jersey, Union County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1 | 34 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Massachusetts Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 218 | 194 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of new claims filed (case) | Case | 9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Erie County Firefighter Plaintiffs | Court of Common Pleas, Philadelphia County | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 61 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Florida Firefighters Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | $ | 166 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Damages maximum amount | $ | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Lease Guarantee | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase obligation, single year potential cash payments | $ | $ 3,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase obligation, maximum potential cash payments | $ | $ 3,900,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Dismissed | Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement Candidates | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,090 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Chicago Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 1,770 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Erie County Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 33 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Responsive Settlement Candidates | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 717 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Remaining | Pittsburgh Firefighter Plaintiffs | Allegheny County, Pennsylvania | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | plaintiff | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Court of Common Pleas, Philadelphia County | Pittsburgh Firefighter Plaintiffs | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments Disclosure [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of plaintiffs (plaintiff) | 19 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Net Income to Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 25.3 | $ 28.4 | $ 70.1 | $ 78.7 |
Weighted average shares outstanding - Basic (shares) | 60.3 | 60.2 | 60.3 | 60.1 |
Dilutive effect of common stock equivalents (shares) | 1 | 1.2 | 1.2 | 1.2 |
Weighted average shares outstanding - Diluted (shares) | 61.3 | 61.4 | 61.5 | 61.3 |
Basic earnings per share: | ||||
Earnings per share (usd per share) | $ 0.42 | $ 0.47 | $ 1.16 | $ 1.31 |
Diluted earnings per share: | ||||
Earnings per share (usd per share) | $ 0.41 | $ 0.46 | $ 1.14 | $ 1.28 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from the calculation of diluted EPS (shares) | 0.5 | 0.2 | 0.5 | 0.5 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Each Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | $ (89.1) | ||||
Net current-period other comprehensive income (loss) | $ 4.8 | $ (2.6) | (0.8) | $ (1.5) | |
Ending balance | (89.9) | (89.9) | |||
Actuarial Losses | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (77.8) | (86) | (80.4) | (87.4) |
Other comprehensive (loss) income before reclassifications | [1] | (0.4) | 0.5 | 0.8 | 0.7 |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.7 | 0.8 | 2.1 | 2 |
Net current-period other comprehensive income (loss) | [1] | 0.3 | 1.3 | 2.9 | 2.7 |
Ending balance | [1] | (77.5) | (84.7) | (77.5) | (84.7) |
Prior Service Costs | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (2.3) | (2.4) | (2.4) | (2.5) |
Other comprehensive (loss) income before reclassifications | [1] | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0 | 0 | 0.1 | 0.1 |
Net current-period other comprehensive income (loss) | [1] | 0 | 0 | 0.1 | 0.1 |
Ending balance | [1] | (2.3) | (2.4) | (2.3) | (2.4) |
Foreign Currency Translation | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (12) | (8.1) | (7.1) | (8.9) |
Other comprehensive (loss) income before reclassifications | [1] | 4.4 | (3.8) | (0.5) | (3) |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0 | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | [1] | 4.4 | (3.8) | (0.5) | (3) |
Ending balance | [1] | (7.6) | (11.9) | (7.6) | (11.9) |
Unrealized Gain (Loss) on Interest Rate Swaps | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (2.6) | 0.3 | 0.8 | 1.5 |
Other comprehensive (loss) income before reclassifications | [1] | 0 | 0.1 | (3.4) | (0.6) |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.1 | (0.2) | 0.1 | (0.7) |
Net current-period other comprehensive income (loss) | [1] | 0.1 | (0.1) | (3.3) | (1.3) |
Ending balance | [1] | (2.5) | 0.2 | (2.5) | 0.2 |
Accumulated Other Comprehensive Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Beginning balance | [1] | (94.7) | (96.2) | (89.1) | (97.3) |
Other comprehensive (loss) income before reclassifications | [1] | 4 | (3.2) | (3.1) | (2.9) |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0.8 | 0.6 | 2.3 | 1.4 |
Net current-period other comprehensive income (loss) | [1] | 4.8 | (2.6) | (0.8) | (1.5) |
Ending balance | [1] | $ (89.9) | $ (98.8) | $ (89.9) | $ (98.8) |
[1] | Amounts in parentheses indicate losses. |
Stockholders' Equity - Reclassi
Stockholders' Equity - Reclassifications from Accumulated Other Comprehensive Loss (Details) - Amount Reclassified from Accumulated Other Comprehensive Loss - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||||
Amortization of actuarial losses of defined benefit pension plans | [1] | $ (1) | $ (1) | $ (2.8) | $ (2.5) |
Amortization of prior service costs of defined benefit pension plans | [1] | 0 | 0 | (0.1) | (0.1) |
Interest rate swaps | [1] | (0.2) | 0.2 | (0.2) | 0.9 |
Total before tax | [1] | (1.2) | (0.8) | (3.1) | (1.7) |
Income tax benefit | [1] | 0.4 | 0.2 | 0.8 | 0.3 |
Total reclassifications for the period, net of tax | [1] | $ (0.8) | $ (0.6) | $ (2.3) | $ (1.4) |
[1] | Amounts in parentheses indicate losses. |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 13, 2020 | Nov. 30, 2014 | |
Dividends Payable [Line Items] | |||||||||
Cash dividends declared per common share (usd per share) | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.24 | $ 0.24 | |||
Payments of common stock dividends | $ 4,800,000 | $ 4,900,000 | $ 4,800,000 | $ 4,900,000 | $ 14,500,000 | $ 14,500,000 | |||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Number of shares repurchased | 7,227 | 498,217 | 48,409 | ||||||
Treasury stock purchases | $ 200,000 | $ 13,700,000 | $ 1,000,000 | ||||||
Subsequent Event | |||||||||
Dividends Payable [Line Items] | |||||||||
Cash dividends declared per common share (usd per share) | $ 0.08 | ||||||||
November 2014 Repurchase Program | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Stock repurchase program, authorized amount | $ 75,000,000 | ||||||||
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 | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total net sales | $ 279.8 | $ 308.8 | $ 836 | $ 906.9 | |
Total operating income | 34 | 38.6 | 97.6 | 110.7 | |
Interest expense | 1.2 | 2.1 | 4.5 | 6.1 | |
Other (income) expense, net | (0.1) | 0.2 | 2.1 | 0.5 | |
Income before income taxes | 32.9 | 36.3 | 91 | 104.1 | |
Total assets | 1,224.7 | 1,224.7 | $ 1,165.5 | ||
Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 1,224.4 | 1,224.4 | 1,165.2 | ||
Discontinued Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 0.3 | 0.3 | 0.3 | ||
Environmental Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 231 | 254 | 678.2 | 740.7 | |
Total operating income | 33 | 35.9 | 91 | 106.4 | |
Environmental Solutions | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 940.9 | 940.9 | 908.1 | ||
Safety and Security Systems | |||||
Segment Reporting Information [Line Items] | |||||
Total net sales | 48.8 | 54.8 | 157.8 | 166.2 | |
Total operating income | 7.4 | 8.6 | 25.2 | 26.8 | |
Safety and Security Systems | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 226.5 | 226.5 | 222.6 | ||
Corporate And Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total operating income | (6.4) | $ (5.9) | (18.6) | $ (22.5) | |
Corporate And Eliminations | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 57 | $ 57 | $ 34.5 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
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 | Sep. 30, 2020USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | $ 34.4 |
Contingent consideration | 4.4 |
Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 34.4 |
Contingent consideration | 0 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 0 |
Contingent consideration | 0 |
Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Cash equivalents | 0 |
Contingent consideration | 4.4 |
Interest Rate Swap | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate swap | 3.4 |
Interest Rate Swap | Level 1 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate swap | 0 |
Interest Rate Swap | Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate swap | 3.4 |
Interest Rate Swap | Level 3 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Interest rate swap | $ 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 | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 01, 2019 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Settlements of contingent consideration liabilities | $ 0 | $ 7.6 | [1] | $ 0 | $ 7.6 | [1] | |
Issuance of contingent consideration in connection with acquisitions | 0 | 7.9 | [2] | 0 | 7.9 | [2] | |
Contingent consideration liability | 4.4 | 8 | 4.4 | 8 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Contingent consideration liability, beginning balance | 4.4 | 7.6 | 4.3 | 6.7 | |||
Issuance of contingent consideration in connection with acquisitions | 0 | 7.9 | [2] | 0 | 7.9 | [2] | |
Settlements of contingent consideration liabilities | 0 | 7.6 | [1] | 0 | 7.6 | [1] | |
Foreign currency translation | 0 | 0 | 0 | 0.3 | |||
Total losses included in earnings | 0 | 0.1 | 0.1 | 0.7 | |||
Contingent consideration liability, ending balance | $ 4.4 | 8 | $ 4.4 | 8 | |||
Joe Johnson Equipment | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Settlements of contingent consideration liabilities | 7.6 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Settlements of contingent consideration liabilities | 7.6 | ||||||
MRL | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Issuance of contingent consideration in connection with acquisitions | 7.9 | 7.9 | |||||
Contingent consideration liability | $ 4.1 | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||||
Issuance of contingent consideration in connection with acquisitions | $ 7.9 | $ 7.9 | |||||
[1] | Activity in the three and nine months ended September 30, 2019 includes a contingent obligation to provide additional consideration to the former owners of Joe Johnson Equipment, Inc. and Joe Johnson Equipment (USA), Inc. based on the achievement of specified financial results over the three-year period following the closing of the acquisition. During the third quarter of 2019, the Company paid $7.6 million to settle this contingent consideration liability. | ||||||
[2] | The $7.9 million of contingent consideration that was issued in connection with acquisitions during the three and nine months ended September 30, 2019 represented the Company’s preliminary estimate of the fair value of the contingent consideration issued in connection with the acquisition of MRL. Upon finalizing the Company’s purchase price allocation during the fourth quarter of 2019, the estimated fair value of the contingent consideration was determined to be $4.1 million. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Maximum | MRL | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 15.5 |