fss-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-6003

_____________________________________________

FEDERAL SIGNAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						36-1063330
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1333 Butterfield Road, Downers Grove, Illinois

(Address of principal executive offices)

60515

(Zip code)

(630) 954-2000

(Registrant’s telephone number, including area code)

_____________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FSS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of March 31, 2025, the number of shares outstanding of the registrant’s common stock was 60,968,839.


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	7
	Note 1 – Summary of Significant Accounting Policies	7

	Note 2 – Acquisitions	8
	Note 3 – Revenue Recognition	10
	Note 4 – Inventories	10
	Note 5 – Debt	11
	Note 6 – Goodwill and Other Intangible Assets	13
	Note 7 – Income Taxes	13
	Note 8 – Pensions	14
	Note 9 – Commitments and Contingencies	14
	Note 10 – Earnings Per Share	15
	Note 11 – Stockholders’ Equity	16
	Note 12 – Segment Information	18
	Note 13 – Fair Value Measurements	20



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURE		31


	Three Months Ended March 31,
(in millions, except per share data)	2025		2024
Net sales	$	463.8	$	424.9
Cost of sales	333.0		308.9
Gross profit	130.8		116.0
Selling, engineering, general and administrative expenses	60.2		57.2
Amortization expense	4.3		3.6
Acquisition and integration-related expenses, net	0.6		0.9

Operating income	65.7		54.3
Interest expense, net	3.0		3.2


Other expense, net	0.7		0.2
Income before income taxes	62.0		50.9
Income tax expense (benefit)	15.7		(0.7)


Net income	$	46.3	$	51.6
Earnings per share:


Basic	$	0.76	$	0.85



Diluted	0.75		0.84
Weighted average common shares outstanding:
Basic	61.1		60.9
Diluted	61.8		61.6


	Three Months Ended March 31,
(in millions)	2025		2024
Net income	$	46.3	$	51.6
Other comprehensive income (loss):
Change in foreign currency translation adjustment	4.0		(3.9)
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense of $0.1 and $0.2, respectively	0.2		0.6
Change in unrealized gain or loss on interest rate swaps, net of income tax expense of $0.0 and $0.2, respectively	0.1		0.5
Total other comprehensive income (loss)	4.3		(2.8)
Comprehensive income	$	50.6	$	48.8


	March 31, 2025		December 31, 2024
(in millions, except per share data)	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	57.5	$	91.1
Accounts receivable, net of allowances for doubtful accounts of $2.9 and $2.6, respectively	223.2		196.4
Inventories	362.0		331.0
Prepaid expenses and other current assets	22.1		24.0



Total current assets	664.8		642.5
Properties and equipment, net of accumulated depreciation of $193.8 and $187.4, respectively	235.8		218.9
Rental equipment, net of accumulated depreciation of $55.6 and $53.3, respectively	185.3		173.2
Operating lease right-of-use assets	27.3		27.8
Goodwill	514.0		477.7
Intangible assets, net of accumulated amortization of $89.9 and $85.6, respectively	226.0		199.7
Deferred tax assets	9.9		9.4
Other long-term assets	16.3		16.0

Total assets	$	1,879.4	$	1,765.2
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:

Current portion of long-term borrowings and finance lease obligations	$	10.1	$	19.4
Accounts payable	103.8		79.0
Customer deposits	48.9		35.0


Accrued liabilities:
Compensation and withholding taxes	28.8		45.6

Current operating lease liabilities	6.9		6.8
Other current liabilities	79.9		56.0

Total current liabilities	278.4		241.8
Long-term borrowings and finance lease obligations	266.9		204.4
Long-term operating lease liabilities	21.3		21.8
Long-term pension and other postretirement benefit liabilities	40.1		41.7

Deferred tax liabilities	58.8		58.0
Other long-term liabilities	11.5		11.4

Total liabilities	677.0		579.1
Stockholders’ equity:
Common stock, $1 par value per share, 90.0 shares authorized, 70.6 and 70.3 shares issued, respectively	70.6		70.3
Capital in excess of par value	312.2		309.8
Retained earnings	1,140.5		1,102.8
Treasury stock, at cost, 9.5 and 9.2 shares, respectively	(236.2)		(207.8)
Accumulated other comprehensive loss	(84.7)		(89.0)
Total stockholders’ equity	1,202.4		1,186.1
Total liabilities and stockholders’ equity	$	1,879.4	$	1,765.2


	Three Months ended March 31, 2025
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at January 1, 2025	$	70.3	$	309.8	$	1,102.8	$	(207.8)	$	(89.0)	$	1,186.1
Net income					46.3						46.3
Total other comprehensive income									4.3		4.3
Cash dividends declared ($0.14 per share)					(8.6)						(8.6)
Stock-based payments:
Stock-based compensation			2.4								2.4
Stock option exercises and other	0.1		0.2				(0.5)				(0.2)
Performance share unit transactions	0.2		(0.2)				(8.2)				(8.2)
Stock repurchase program							(19.7)				(19.7)
Balance at March 31, 2025	$	70.6	$	312.2	$	1,140.5	$	(236.2)	$	(84.7)	$	1,202.4


	Three Months Ended March 31, 2024
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at January 1, 2024	$	70.0	$	291.1	$	915.8	$	(193.7)	$	(81.3)	$	1,001.9
Net income					51.6						51.6
Total other comprehensive loss									(2.8)		(2.8)
Cash dividends declared ($0.12 per share)					(7.3)						(7.3)
Stock-based payments:
Stock-based compensation			4.4								4.4
Stock option exercises and other	0.1		1.4				(1.2)				0.3
Performance share unit transactions	0.1		(0.1)				(3.6)				(3.6)
Stock repurchase program							(0.1)				(0.1)
Balance at March 31, 2024	$	70.2	$	296.8	$	960.1	$	(198.6)	$	(84.1)	$	1,044.4


(in millions)
Purchase price, inclusive of preliminary closing adjustments (a)	$	84.1
Estimated fair value of additional consideration (b)	7.5
Settlement of pre-existing contractual relationship (c)	0.9
Total consideration	92.5


Accounts receivable	7.2
Inventories	11.1
Prepaid expenses and other current assets	2.3

Properties and equipment	17.8



Customer relationships (d)	16.5
Trade names (e)	10.5
Other intangible assets	3.5
Accounts payable	(4.1)
Accrued liabilities	(1.8)
Customer deposits	(5.4)


Net assets acquired	57.6

Goodwill (f)	$	34.9


(in millions)	March 31, 2025		December 31, 2024

2022 Credit Agreement (a)	$	275.8	$	210.9
Finance lease obligations	1.2		12.9
Total long-term borrowings and finance lease obligations, including current portion	277.0		223.8
Less: Current maturities	9.4		7.0
Less: Current finance lease obligations	0.7		12.4
Total long-term borrowings and finance lease obligations	$	266.9	$	204.4


(in millions)	Environmental Solutions		Safety & Security Systems		Total
Balance at January 1, 2025	$	368.8	$	108.9	$	477.7
Acquisitions, including measurement period adjustments	34.9		—		34.9
Translation adjustments	—		1.4		1.4
Balance at March 31, 2025	$	403.7	$	110.3	$	514.0


	March 31, 2025						December 31, 2024
(in millions)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Definite-lived intangible assets:
Customer relationships (a)	$	182.2	$	(84.7)	$	97.5	$	165.7	$	(80.7)	$	85.0
Other (a)	10.7		(5.2)		5.5		7.2		(4.9)		2.3
Total definite-lived intangible assets	192.9		(89.9)		103.0		172.9		(85.6)		87.3
Indefinite-lived intangible assets:
Trade names	118.7		—		118.7		108.1		—		108.1
Other	4.3		—		4.3		4.3		—		4.3
Total indefinite-lived intangible assets	123.0		—		123.0		112.4		—		112.4
Total intangible assets	$	315.9	$	(89.9)	$	226.0	$	285.3	$	(85.6)	$	199.7


(in millions)	March 31, 2025		December 31, 2024
Finished goods	$	139.3	$	129.4
Raw materials	185.1		171.9
Work in process	37.6		29.7
Total inventories	$	362.0	$	331.0


	U.S. Benefit Plan		Non-U.S. Benefit Plan
	Three Months Ended March 31,			Three Months Ended March 31,
(in millions)	2025	2024			2025	2024

SEC Form 10-Q filed by Federal Signal Corporation