|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
36-1063330
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1415 West 22nd Street,
Oak Brook, Illinois
|
|
60523
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
Page
|
||
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
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||
Item 6.
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||
Item 1.
|
Financial Statements (Unaudited).
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
230.8
|
|
|
$
|
234.6
|
|
|
$
|
452.4
|
|
|
$
|
434.8
|
|
Cost of sales
|
165.1
|
|
|
175.7
|
|
|
327.5
|
|
|
329.1
|
|
||||
Gross profit
|
65.7
|
|
|
58.9
|
|
|
124.9
|
|
|
105.7
|
|
||||
Selling, engineering, general and administrative expenses
|
36.1
|
|
|
34.9
|
|
|
70.5
|
|
|
69.1
|
|
||||
Restructuring
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.1
|
)
|
||||
Operating income
|
29.2
|
|
|
23.9
|
|
|
54.0
|
|
|
36.7
|
|
||||
Interest expense
|
0.6
|
|
|
0.9
|
|
|
1.2
|
|
|
1.9
|
|
||||
Other expense, net
|
0.1
|
|
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
||||
Income before income taxes
|
28.5
|
|
|
22.7
|
|
|
51.8
|
|
|
34.5
|
|
||||
Income tax expense
|
(10.2
|
)
|
|
(5.7
|
)
|
|
(18.6
|
)
|
|
(9.9
|
)
|
||||
Income from continuing operations
|
18.3
|
|
|
17.0
|
|
|
33.2
|
|
|
24.6
|
|
||||
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net income
|
$
|
18.3
|
|
|
$
|
17.1
|
|
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
62.6
|
|
|
62.8
|
|
|
62.5
|
|
|
62.8
|
|
||||
Diluted
|
63.6
|
|
|
63.8
|
|
|
63.5
|
|
|
63.8
|
|
||||
Cash dividends declared per common share
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.12
|
|
|
$
|
0.03
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
18.3
|
|
|
$
|
17.1
|
|
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
4.6
|
|
|
0.4
|
|
|
(7.3
|
)
|
|
0.4
|
|
||||
Change in unrecognized net actuarial losses related to pension benefit plans, net of income tax expense of $0.4, $0.4, $1.3 and $0.8, respectively
|
0.3
|
|
|
0.6
|
|
|
2.2
|
|
|
1.4
|
|
||||
Unrealized net loss on derivatives, net of income tax benefit of $0.0, $(0.1), $0.0 and $(0.1), respectively
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
Total other comprehensive income (loss)
|
4.9
|
|
|
0.8
|
|
|
(5.1
|
)
|
|
1.6
|
|
||||
Comprehensive income
|
$
|
23.2
|
|
|
$
|
17.9
|
|
|
$
|
28.1
|
|
|
$
|
26.1
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
(in millions, except per share data)
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35.9
|
|
|
$
|
30.4
|
|
Accounts receivable, net of allowances for doubtful accounts of $1.6 and $1.3, respectively
|
119.8
|
|
|
107.6
|
|
||
Inventories
|
120.1
|
|
|
121.0
|
|
||
Prepaid expenses
|
10.7
|
|
|
8.8
|
|
||
Deferred tax assets
|
12.3
|
|
|
18.8
|
|
||
Other current assets
|
7.2
|
|
|
2.8
|
|
||
Current assets of discontinued operations
|
0.7
|
|
|
1.1
|
|
||
Total current assets
|
306.7
|
|
|
290.5
|
|
||
Properties and equipment, net of accumulated depreciation of $128.9 and $124.6, respectively
|
68.2
|
|
|
69.5
|
|
||
Goodwill
|
262.4
|
|
|
266.3
|
|
||
Deferred tax assets
|
16.7
|
|
|
25.3
|
|
||
Deferred charges and other assets
|
3.7
|
|
|
4.0
|
|
||
Long-term assets of discontinued operations
|
3.0
|
|
|
3.1
|
|
||
Total assets
|
$
|
660.7
|
|
|
$
|
658.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term borrowings and capital lease obligations
|
$
|
6.2
|
|
|
$
|
6.2
|
|
Accounts payable
|
49.4
|
|
|
50.7
|
|
||
Customer deposits
|
11.6
|
|
|
12.1
|
|
||
Deferred revenue
|
7.8
|
|
|
2.9
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and withholding taxes
|
22.2
|
|
|
28.2
|
|
||
Other current liabilities
|
33.0
|
|
|
37.3
|
|
||
Current liabilities of discontinued operations
|
1.6
|
|
|
1.7
|
|
||
Total current liabilities
|
131.8
|
|
|
139.1
|
|
||
Long-term borrowings and capital lease obligations
|
42.4
|
|
|
44.0
|
|
||
Long-term pension and other postretirement benefit liabilities
|
58.4
|
|
|
63.5
|
|
||
Deferred gain
|
13.6
|
|
|
14.6
|
|
||
Other long-term liabilities
|
21.6
|
|
|
20.9
|
|
||
Long-term liabilities of discontinued operations
|
4.9
|
|
|
5.0
|
|
||
Total liabilities
|
272.7
|
|
|
287.1
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $1 par value per share, 90.0 shares authorized, 64.7 and 64.2 shares issued, respectively
|
64.7
|
|
|
64.2
|
|
||
Capital in excess of par value
|
190.2
|
|
|
187.0
|
|
||
Retained earnings
|
252.7
|
|
|
227.0
|
|
||
Treasury stock, at cost, 2.2 and 1.7 shares, respectively
|
(35.0
|
)
|
|
(27.1
|
)
|
||
Accumulated other comprehensive loss
|
(84.6
|
)
|
|
(79.5
|
)
|
||
Total stockholders’ equity
|
388.0
|
|
|
371.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
660.7
|
|
|
$
|
658.7
|
|
|
Six Months Ended
June 30, |
||||||
(in millions)
|
2015
|
|
2014
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss from discontinued operations and disposal
|
—
|
|
|
0.1
|
|
||
Depreciation and amortization
|
7.7
|
|
|
7.3
|
|
||
Deferred financing costs
|
0.2
|
|
|
0.2
|
|
||
Deferred gain
|
(1.0
|
)
|
|
(1.0
|
)
|
||
Stock-based compensation expense
|
3.1
|
|
|
2.8
|
|
||
Excess tax benefit from stock-based compensation
|
(0.3
|
)
|
|
—
|
|
||
Pension expense, net of funding
|
(2.2
|
)
|
|
(2.4
|
)
|
||
Provision for doubtful accounts
|
0.5
|
|
|
0.1
|
|
||
Deferred income taxes
|
14.6
|
|
|
12.0
|
|
||
Changes in operating assets and liabilities, net of effects of discontinued operations
|
(28.3
|
)
|
|
(19.9
|
)
|
||
Net cash provided by continuing operating activities
|
27.5
|
|
|
23.7
|
|
||
Net cash used for discontinued operating activities
|
(0.1
|
)
|
|
(0.3
|
)
|
||
Net cash provided by operating activities
|
27.4
|
|
|
23.4
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of properties and equipment
|
(5.6
|
)
|
|
(9.4
|
)
|
||
Proceeds from sales of properties and equipment
|
0.1
|
|
|
0.1
|
|
||
Proceeds from sale of FSTech Group
|
—
|
|
|
7.0
|
|
||
Net cash used for continuing investing activities
|
(5.5
|
)
|
|
(2.3
|
)
|
||
Financing activities:
|
|
|
|
||||
Decrease in revolving lines of credit, net
|
—
|
|
|
(20.0
|
)
|
||
Increase in short-term borrowings, net
|
—
|
|
|
5.0
|
|
||
Payments on long-term borrowings
|
(1.4
|
)
|
|
(1.4
|
)
|
||
Purchases of treasury stock
|
(5.0
|
)
|
|
(3.3
|
)
|
||
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation
|
(2.9
|
)
|
|
—
|
|
||
Cash dividends paid to stockholders
|
(7.5
|
)
|
|
(1.9
|
)
|
||
Proceeds from stock-based compensation activity
|
0.4
|
|
|
1.1
|
|
||
Excess tax benefit from stock-based compensation
|
0.3
|
|
|
—
|
|
||
Other, net
|
(0.3
|
)
|
|
(0.4
|
)
|
||
Net cash used for continuing financing activities
|
(16.4
|
)
|
|
(20.9
|
)
|
||
Effects of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
0.2
|
|
||
Increase in cash and cash equivalents
|
5.5
|
|
|
0.4
|
|
||
Cash and cash equivalents at beginning of period
|
30.4
|
|
|
23.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
35.9
|
|
|
$
|
24.2
|
|
(in millions)
|
Common
Stock
|
|
Capital in
Excess of
Par
Value
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
Balance at January 1, 2015
|
$
|
64.2
|
|
|
$
|
187.0
|
|
|
$
|
227.0
|
|
|
$
|
(27.1
|
)
|
|
$
|
(79.5
|
)
|
|
$
|
371.6
|
|
Net income
|
|
|
|
|
33.2
|
|
|
|
|
|
|
33.2
|
|
||||||||||
Total other comprehensive loss
|
|
|
|
|
|
|
|
|
(5.1
|
)
|
|
(5.1
|
)
|
||||||||||
Cash dividends declared
|
|
|
|
|
(7.5
|
)
|
|
|
|
|
|
(7.5
|
)
|
||||||||||
Stock-based payments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
|
2.7
|
|
|
|
|
|
|
|
|
2.7
|
|
||||||||||
Stock option exercises and other
|
|
|
1.0
|
|
|
|
|
|
|
|
|
1.0
|
|
||||||||||
Performance share unit transactions
|
0.5
|
|
|
(0.5
|
)
|
|
|
|
(2.9
|
)
|
|
|
|
(2.9
|
)
|
||||||||
Stock repurchase program
|
|
|
|
|
|
|
(5.0
|
)
|
|
|
|
(5.0
|
)
|
||||||||||
Balance at June 30, 2015
|
$
|
64.7
|
|
|
$
|
190.2
|
|
|
$
|
252.7
|
|
|
$
|
(35.0
|
)
|
|
$
|
(84.6
|
)
|
|
$
|
388.0
|
|
(in millions)
|
Common
Stock
|
|
Capital in
Excess of
Par
Value
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
Balance at January 1, 2014
|
$
|
63.8
|
|
|
$
|
177.0
|
|
|
$
|
168.9
|
|
|
$
|
(16.8
|
)
|
|
$
|
(41.9
|
)
|
|
$
|
351.0
|
|
Net income
|
|
|
|
|
24.5
|
|
|
|
|
|
|
24.5
|
|
||||||||||
Total other comprehensive income
|
|
|
|
|
|
|
|
|
1.6
|
|
|
1.6
|
|
||||||||||
Cash dividends declared
|
|
|
|
|
(1.9
|
)
|
|
|
|
|
|
(1.9
|
)
|
||||||||||
Stock-based payments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Stock-based compensation
|
|
|
2.2
|
|
|
|
|
|
|
|
|
2.2
|
|
||||||||||
Stock option exercises and other
|
0.2
|
|
|
1.2
|
|
|
|
|
|
|
|
|
1.4
|
|
|||||||||
Stock repurchase program
|
|
|
|
|
|
|
$
|
(3.3
|
)
|
|
|
|
$
|
(3.3
|
)
|
||||||||
Balance at June 30, 2014
|
$
|
64.0
|
|
|
$
|
180.4
|
|
|
$
|
191.5
|
|
|
$
|
(20.1
|
)
|
|
$
|
(40.3
|
)
|
|
$
|
375.5
|
|
(in millions)
|
June 30,
2015 |
|
December 31,
2014 |
||||
Raw materials
|
$
|
46.6
|
|
|
$
|
53.1
|
|
Work in progress
|
24.2
|
|
|
23.7
|
|
||
Finished goods
|
49.3
|
|
|
44.2
|
|
||
Total inventories
|
$
|
120.1
|
|
|
$
|
121.0
|
|
(in millions)
|
June 30,
2015 |
|
December 31, 2014
|
||||
Senior Secured Credit Facility:
|
|
|
|
||||
Revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan
|
47.7
|
|
|
49.2
|
|
||
Capital lease obligations
|
0.9
|
|
|
1.0
|
|
||
Total long-term borrowings and capital lease obligations, including current portion
|
48.6
|
|
|
50.2
|
|
||
Less: Current maturities
|
5.8
|
|
|
5.8
|
|
||
Less: Current capital lease obligations
|
0.4
|
|
|
0.4
|
|
||
Total long-term borrowings and capital lease obligations, net
|
$
|
42.4
|
|
|
$
|
44.0
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
(in millions)
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
||||||||
Long-term borrowings
(a)
|
$
|
48.6
|
|
|
$
|
48.6
|
|
|
$
|
50.2
|
|
|
$
|
50.2
|
|
(a)
|
Long-term borrowings includes current portions of long-term debt and current portions of capital lease obligations of
$6.2 million
and
$6.2 million
as of
June 30, 2015
and
December 31, 2014
, respectively.
|
|
U.S. Benefit Plan
|
|
Non-U.S. Benefit Plans
|
||||||||||||||||||||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
1.9
|
|
|
1.9
|
|
|
3.8
|
|
|
3.9
|
|
|
0.5
|
|
|
0.6
|
|
|
1.0
|
|
|
1.3
|
|
||||||
Amortization of actuarial loss
|
1.8
|
|
|
1.3
|
|
|
3.4
|
|
|
2.5
|
|
|
0.2
|
|
|
0.1
|
|
|
0.4
|
|
|
0.2
|
|
||||||
Expected return on plan assets
|
(2.6
|
)
|
|
(2.2
|
)
|
|
(5.1
|
)
|
|
(4.5
|
)
|
|
(0.7
|
)
|
|
(0.9
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
||||||
Net postretirement pension expense
|
$
|
1.1
|
|
|
$
|
1.0
|
|
|
2.1
|
|
|
1.9
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.2
|
|
|
$
|
(0.1
|
)
|
(in millions)
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
9.1
|
|
|
$
|
8.4
|
|
Provisions to expense
|
3.6
|
|
|
3.5
|
|
||
Payments
|
(3.8
|
)
|
|
(3.5
|
)
|
||
Balance at June 30
|
$
|
8.9
|
|
|
$
|
8.4
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income from continuing operations
|
$
|
18.3
|
|
|
$
|
17.0
|
|
|
$
|
33.2
|
|
|
$
|
24.6
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net income
|
$
|
18.3
|
|
|
$
|
17.1
|
|
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Weighted average shares outstanding – Basic
|
62.6
|
|
|
62.8
|
|
|
62.5
|
|
|
62.8
|
|
||||
Dilutive effect of common stock equivalents
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
||||
Weighted average shares outstanding – Diluted
|
$
|
63.6
|
|
|
$
|
63.8
|
|
|
$
|
63.5
|
|
|
$
|
63.8
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
(in millions)
(a)
|
Actuarial Losses
(b)
|
|
Foreign
Currency Translation |
|
Unrealized
Gain (Loss) on Derivatives |
|
Total
|
||||
Balance at April 1, 2015
|
(77.9
|
)
|
|
(11.7
|
)
|
|
0.1
|
|
|
(89.5
|
)
|
Other comprehensive income (loss) before reclassifications
|
(1.0
|
)
|
|
4.6
|
|
|
—
|
|
|
3.6
|
|
Amounts reclassified from accumulated other comprehensive loss
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
Net current-period other comprehensive income
|
0.3
|
|
|
4.6
|
|
|
—
|
|
|
4.9
|
|
Balance at June 30, 2015
|
(77.6
|
)
|
|
(7.1
|
)
|
|
0.1
|
|
|
(84.6
|
)
|
Balance at April 1, 2014
|
(57.3
|
)
|
|
16.0
|
|
|
0.2
|
|
|
(41.1
|
)
|
Other comprehensive income (loss) before reclassifications
|
(0.2
|
)
|
|
0.3
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
Amounts reclassified from accumulated other comprehensive loss
|
0.8
|
|
|
0.1
|
|
|
—
|
|
|
0.9
|
|
Net current-period other comprehensive income (loss)
|
0.6
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.8
|
|
Balance at June 30, 2014
|
(56.7
|
)
|
|
16.4
|
|
|
—
|
|
|
(40.3
|
)
|
(in millions)
(a)
|
Actuarial Losses
(b)
|
|
Foreign
Currency Translation
|
|
Unrealized
Gain (Loss) on
Derivatives
|
|
Total
|
||||||||
Balance at January 1, 2015
|
$
|
(79.8
|
)
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
(79.5
|
)
|
Other comprehensive loss before reclassifications
|
(0.2
|
)
|
|
(7.3
|
)
|
|
—
|
|
|
(7.5
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||
Net current-period other comprehensive income (loss)
|
2.2
|
|
|
(7.3
|
)
|
|
—
|
|
|
(5.1
|
)
|
||||
Balance at June 30, 2015
|
$
|
(77.6
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
0.1
|
|
|
$
|
(84.6
|
)
|
Balance at January 1, 2014
|
$
|
(58.1
|
)
|
|
$
|
16.0
|
|
|
$
|
0.2
|
|
|
$
|
(41.9
|
)
|
Other comprehensive income (loss) before reclassifications
|
(0.3
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
1.7
|
|
|
0.2
|
|
|
—
|
|
|
1.9
|
|
||||
Net current-period other comprehensive income (loss)
|
1.4
|
|
|
0.4
|
|
|
(0.2
|
)
|
|
1.6
|
|
||||
Balance at June 30, 2014
|
$
|
(56.7
|
)
|
|
$
|
16.4
|
|
|
$
|
—
|
|
|
$
|
(40.3
|
)
|
(a)
|
Amounts in parenthesis indicate debits.
|
(b)
|
Actuarial losses increased significantly during the fourth quarter of 2014 based on an updated actuarial valuation of the Company’s defined-benefit pension obligations. Largely as a result of a lower discount rate and improved mortality assumptions, the Company’s long-term pension liabilities increased, which contributed to a corresponding increase in actuarial losses.
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in Condensed Consolidated Statements of Operations
|
||||||
|
2015
|
|
2014
|
|
||||||
|
|
(in millions)
(a)
|
|
|
||||||
Amortization of actuarial losses of defined benefit pension plans
|
|
$
|
(2.0
|
)
|
|
$
|
(1.4
|
)
|
|
(b)
|
Total before tax
|
|
(2.0
|
)
|
|
(1.4
|
)
|
|
|
||
Income tax benefit
|
|
0.7
|
|
|
0.6
|
|
|
Income tax expense
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(1.3
|
)
|
|
$
|
(0.8
|
)
|
|
|
Details about Accumulated Other Comprehensive Loss Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss
|
|
Affected Line Item in Condensed Consolidated Statements of Operations
|
||||||
|
2015
|
|
2014
|
|
||||||
|
|
(in millions)
(a)
|
|
|
||||||
Amortization of actuarial losses of defined benefit pension plans
|
|
$
|
(3.8
|
)
|
|
$
|
(2.7
|
)
|
|
(b)
|
Total before tax
|
|
(3.8
|
)
|
|
(2.7
|
)
|
|
|
||
Income tax benefit
|
|
1.4
|
|
|
1.0
|
|
|
Income tax expense
|
||
Total reclassifications for the period, net of tax
|
|
$
|
(2.4
|
)
|
|
$
|
(1.7
|
)
|
|
|
(a)
|
Amount in parenthesis indicate debits to profit/loss.
|
(b)
|
The actuarial loss components of
Accumulated other comprehensive loss
are included in the computation of net periodic pension cost for the
three and six months ended
June 30, 2015
and
2014
, as disclosed in Note
5
– Pensions.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
Environmental Solutions
|
$
|
146.6
|
|
|
$
|
139.2
|
|
|
$
|
286.8
|
|
|
$
|
259.9
|
|
Safety and Security Systems
|
58.8
|
|
|
61.3
|
|
|
115.1
|
|
|
116.3
|
|
||||
Fire Rescue
|
25.4
|
|
|
34.1
|
|
|
50.5
|
|
|
58.6
|
|
||||
Total net sales
|
$
|
230.8
|
|
|
$
|
234.6
|
|
|
$
|
452.4
|
|
|
$
|
434.8
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Environmental Solutions
|
$
|
29.2
|
|
|
$
|
23.1
|
|
|
$
|
53.1
|
|
|
$
|
38.3
|
|
Safety and Security Systems
|
7.3
|
|
|
7.5
|
|
|
13.9
|
|
|
11.8
|
|
||||
Fire Rescue
|
0.0
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
(1.1
|
)
|
||||
Corporate and eliminations
|
(7.3
|
)
|
|
(6.4
|
)
|
|
(13.3
|
)
|
|
(12.3
|
)
|
||||
Total operating income
|
29.2
|
|
|
23.9
|
|
|
54.0
|
|
|
36.7
|
|
||||
Interest expense
|
0.6
|
|
|
0.9
|
|
|
1.2
|
|
|
1.9
|
|
||||
Other expense, net
|
0.1
|
|
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
||||
Income before income taxes
|
$
|
28.5
|
|
|
$
|
22.7
|
|
|
$
|
51.8
|
|
|
$
|
34.5
|
|
(in millions)
|
As of
June 30, 2015 |
|
As of December 31, 2014
|
||||
Total assets:
|
|
|
|
||||
Environmental Solutions
|
$
|
271.9
|
|
|
$
|
254.2
|
|
Safety and Security Systems
|
202.7
|
|
|
208.3
|
|
||
Fire Rescue
|
122.0
|
|
|
124.0
|
|
||
Corporate and eliminations
|
60.4
|
|
|
68.0
|
|
||
Total assets of continuing operations
|
657.0
|
|
|
654.5
|
|
||
Total assets of discontinued operations
|
3.7
|
|
|
4.2
|
|
||
Total assets
|
$
|
660.7
|
|
|
$
|
658.7
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions, except per share data)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
230.8
|
|
|
$
|
234.6
|
|
|
$
|
(3.8
|
)
|
|
$
|
452.4
|
|
|
$
|
434.8
|
|
|
$
|
17.6
|
|
Cost of sales
|
165.1
|
|
|
175.7
|
|
|
(10.6
|
)
|
|
327.5
|
|
|
329.1
|
|
|
(1.6
|
)
|
||||||
Gross profit
|
65.7
|
|
|
58.9
|
|
|
6.8
|
|
|
124.9
|
|
|
105.7
|
|
|
19.2
|
|
||||||
Selling, engineering, general and administrative expenses
|
36.1
|
|
|
34.9
|
|
|
1.2
|
|
|
70.5
|
|
|
69.1
|
|
|
1.4
|
|
||||||
Restructuring
|
0.4
|
|
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.5
|
|
||||||
Operating income
|
29.2
|
|
|
23.9
|
|
|
5.3
|
|
|
54.0
|
|
|
36.7
|
|
|
17.3
|
|
||||||
Interest expense
|
0.6
|
|
|
0.9
|
|
|
(0.3
|
)
|
|
1.2
|
|
|
1.9
|
|
|
(0.7
|
)
|
||||||
Other expense, net
|
0.1
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
1.0
|
|
|
0.3
|
|
|
0.7
|
|
||||||
Income before income taxes
|
28.5
|
|
|
22.7
|
|
|
5.8
|
|
|
51.8
|
|
|
34.5
|
|
|
17.3
|
|
||||||
Income tax expense
|
(10.2
|
)
|
|
(5.7
|
)
|
|
(4.5
|
)
|
|
(18.6
|
)
|
|
(9.9
|
)
|
|
(8.7
|
)
|
||||||
Income from continuing operations
|
18.3
|
|
|
17.0
|
|
|
1.3
|
|
|
33.2
|
|
|
24.6
|
|
|
8.6
|
|
||||||
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
||||||
Net income
|
$
|
18.3
|
|
|
$
|
17.1
|
|
|
$
|
1.2
|
|
|
$
|
33.2
|
|
|
$
|
24.5
|
|
|
$
|
8.7
|
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.7
|
%
|
|
10.2
|
%
|
|
2.5
|
%
|
|
11.9
|
%
|
|
8.4
|
%
|
|
3.5
|
%
|
||||||
Diluted earnings per share – Continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.02
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
|
$
|
0.13
|
|
Total orders
|
213.5
|
|
|
253.4
|
|
|
(39.9
|
)
|
|
399.5
|
|
|
485.1
|
|
|
(85.6
|
)
|
||||||
Backlog
|
269.1
|
|
|
356.0
|
|
|
(86.9
|
)
|
|
269.1
|
|
|
356.0
|
|
|
(86.9
|
)
|
||||||
Depreciation and amortization
|
3.9
|
|
|
3.7
|
|
|
0.2
|
|
|
7.7
|
|
|
7.3
|
|
|
0.4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
146.6
|
|
|
$
|
139.2
|
|
|
$
|
7.4
|
|
|
$
|
286.8
|
|
|
$
|
259.9
|
|
|
$
|
26.9
|
|
Operating income
|
29.2
|
|
|
23.1
|
|
|
6.1
|
|
|
53.1
|
|
|
38.3
|
|
|
14.8
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
19.9
|
%
|
|
16.6
|
%
|
|
3.3
|
%
|
|
18.5
|
%
|
|
14.7
|
%
|
|
3.8
|
%
|
||||||
Total orders
|
$
|
114.2
|
|
|
$
|
152.0
|
|
|
$
|
(37.8
|
)
|
|
$
|
220.5
|
|
|
$
|
266.2
|
|
|
$
|
(45.7
|
)
|
Backlog
|
152.0
|
|
|
205.6
|
|
|
(53.6
|
)
|
|
152.0
|
|
|
205.6
|
|
|
(53.6
|
)
|
||||||
Depreciation and amortization
|
2.0
|
|
|
1.6
|
|
|
0.4
|
|
|
3.8
|
|
|
3.2
|
|
|
0.6
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
58.8
|
|
|
$
|
61.3
|
|
|
$
|
(2.5
|
)
|
|
$
|
115.1
|
|
|
$
|
116.3
|
|
|
$
|
(1.2
|
)
|
Operating income
|
7.3
|
|
|
7.5
|
|
|
(0.2
|
)
|
|
13.9
|
|
|
11.8
|
|
|
2.1
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.4
|
%
|
|
12.2
|
%
|
|
0.2
|
%
|
|
12.1
|
%
|
|
10.1
|
%
|
|
2.0
|
%
|
||||||
Total orders
|
$
|
60.4
|
|
|
$
|
61.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
118.1
|
|
|
$
|
127.0
|
|
|
$
|
(8.9
|
)
|
Backlog
|
38.9
|
|
|
38.4
|
|
|
0.5
|
|
|
38.9
|
|
|
38.4
|
|
|
0.5
|
|
||||||
Depreciation and amortization
|
1.2
|
|
|
1.1
|
|
|
0.1
|
|
|
2.3
|
|
|
2.2
|
|
|
0.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
25.4
|
|
|
$
|
34.1
|
|
|
$
|
(8.7
|
)
|
|
$
|
50.5
|
|
|
$
|
58.6
|
|
|
$
|
(8.1
|
)
|
Operating income (loss)
|
0.0
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
0.3
|
|
|
(1.1
|
)
|
|
1.4
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
0.0
|
%
|
|
(0.9
|
)%
|
|
0.9
|
%
|
|
0.6
|
%
|
|
(1.9
|
)%
|
|
2.5
|
%
|
||||||
Total orders
|
$
|
38.9
|
|
|
$
|
40.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
60.9
|
|
|
$
|
91.9
|
|
|
$
|
(31.0
|
)
|
Backlog
|
78.2
|
|
|
112.0
|
|
|
(33.8
|
)
|
|
78.2
|
|
|
112.0
|
|
|
(33.8
|
)
|
||||||
Depreciation and amortization
|
0.7
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
1.5
|
|
|
1.7
|
|
|
(0.2
|
)
|
|
Trailing Twelve
Months Ending June 30, |
||||||
(in millions)
|
2015
|
|
2014
|
||||
Total debt
|
$
|
48.6
|
|
|
$
|
75.5
|
|
|
|
|
|
||||
Income from continuing operations
|
71.6
|
|
|
68.1
|
|
||
Add:
|
|
|
|
||||
Interest expense
|
3.1
|
|
|
4.5
|
|
||
Other expense, net
|
2.2
|
|
|
0.5
|
|
||
Income tax expense
|
33.0
|
|
|
3.9
|
|
||
Depreciation and amortization
|
15.4
|
|
|
14.6
|
|
||
Adjusted EBITDA
|
$
|
125.3
|
|
|
$
|
91.6
|
|
|
|
|
|
||||
Total debt to adjusted EBITDA ratio
|
0.4
|
|
|
0.8
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
•
|
No default or event of default shall exist or shall result from such dividend payment;
|
•
|
The leverage ratio (consolidated total indebtedness to consolidated EBITDA, as defined therein) of the Company and its subsidiaries shall be, for the trailing 12-month period ending on the date of distribution, less than 3.25; and
|
•
|
The Company is in compliance with the quarterly consolidated total leverage ratio and consolidated fixed charge coverage ratio, as defined therein.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(a) (b)
|
||||||
April 2015 (3/29/15 – 5/2/15)
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
76,179,474
|
|
May 2015 (5/3/15 – 5/30/15)
|
|
59,018
|
|
|
14.9938
|
|
|
59,018
|
|
|
75,294,570
|
|
||
June 2015 (5/31/15 – 6/27/15)
|
|
37,707
|
|
|
14.8633
|
|
|
37,707
|
|
|
74,734,121
|
|
(a)
|
On April 22, 2014, the Board authorized a stock repurchase program of up to $15 million of the Company’s common stock. As cumulative stock repurchases under the April 2014 program, including those made in the
three months ended June 30, 2015
, totaled
$15.0 million
as of
June 30, 2015
, the April 2014 program is considered to be completed as of
June 30, 2015
and no additional stock repurchases will be made under that program.
|
(b)
|
On November 4, 2014, the Board authorized an additional stock repurchase program of up to $75 million of the Company’s common stock.
|
Item 3.
|
Defaults upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.
|
|
|
Federal Signal Corporation
|
|
|
|
Date:
|
July 28, 2015
|
/s/ Brian S. Cooper
|
|
|
Brian S. Cooper
|
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
Participant:
|
_______________________________________________________
|
|
Date of Grant:
|
_______________________________________________________
|
|
Date of Expiration:
|
_______________________________________________________
|
|
Number of Options:
|
_______________________________________________________
|
|
Exercise Price:
|
_______________________________________________________
|
|
Vesting Schedule:
|
_______________________________________________________
|
|
|
_______________________________________________________
|
|
|
_______________________________________________________
|
|
(a)
|
When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to “Nonaffiliated Persons” (as that term is defined in this Section below) of 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment;
|
(b)
|
When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or
|
(c)
|
When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date.
|
(a)
|
This Award Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to these Options, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.
|
(b)
|
The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participant’s vested rights under this Award Agreement, without the written consent of the Participant.
|
(c)
|
The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation), domestic or foreign, required by law to be withheld with respect to any exercise of the Participant’s rights under this Award Agreement.
|
(d)
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Award Agreement.
|
(e)
|
This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(f)
|
All obligations of the Company under the Plan and this Award Agreement, with respect to these Options, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
(g)
|
The Participant agrees to execute this Award Agreement and return it to the address below within 45 days of receipt of this Award Agreement or forfeit the awarded stock options.
|
(h)
|
To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of law.
|
By:
|
___________________________________________
|
|
___________________________________________
|
|
___________________________________________
|
|
___________________________________________
|
Participant:
|
_______________________________________________________
|
|
Date of Grant:
|
_______________________________________________________
|
|
Number of Shares of Restricted Stock Granted:
|
_______________________________________________________
|
|
Lapse of Restriction Date:
|
Rest
rictions placed on the shares of Restricted Stock shall lapse on the __, 20__.
|
This document constitutes part of the prospectus covering
securities that have been registered under the Securities Act of 1933. |
(a)
|
By Death or Disability
. In the event the employment of the Participant is terminated due to death, or Disability (as determined by the Committee) during the Period of Restriction, the Period of Restriction and the restrictions imposed on the shares of Restricted Stock held by the Participant at the time of his/her death or Disability shall immediately lapse with all such shares becoming immediately transferable by the Participant or his or her estate, subject to applicable federal and state securities laws. For the purposes of this Award Agreement, “Disability” shall have the meaning ascribed to such term in the Participant’s governing long-term disability plan, or if no such plan exists, at the discretion of the Committee.
|
(b)
|
By Retirement.
In the event the employment of the Participant is terminated by reason of Participant’s retirement during the Period of Restriction on terms and conditions authorized in writing by the Committee, the Committee may exercise its discretion at or near the Participant’s retirement date to provide that some or all outstanding Restricted Stock not yet vested is immediately fully vested. In exercising its discretion under this Section 5(b), the Committee shall consider whether the Participant: (1) remained employed in good standing with the Company through the Participant’s retirement date; (2) provided reasonable written notice to the Company of the Participant’s intention to retire of no less than twelve weeks; (3) materially breached any statutory, contractual, or common law duties owed to Company or any material Company Policy, including but not limited to post-employment non-competition, non-solicitation and confidentiality obligations; and (4) failed in good faith to provide to and perform for Company all reasonably requested duties and responsibilities in connection with the transition of the Participant’s duties and responsibilities. In exercising its discretion, the Committee shall also consider: (1) the financial status of the Company; (2) Company performance: (3) Company stock performance; and (4) where appropriate, input from Company management. In the event the Committee does not so exercise its discretion, the Participant’s termination from employment shall be considered a termination of employment for other reasons and vesting and exercising shall be governed by Section 5(c) of this Award Agreement.
|
(c)
|
Termination for Other Reasons
. If the employment of the Participant shall terminate for any reason other than the reasons set forth in Sections 5(a) and 5(b) above or Sections 6 or 7 below, during the Period of Restriction, all shares of Restricted Stock held by the Participant at the time of employment termination and still subject to a Period of Restriction or other restrictions shall be forfeited by the Participant to the Company. The transfer of employment of the Participant between the Company and any affiliate or subsidiary (or between affiliates and/or subsidiaries) shall not be deemed a termination of employment for the purposes of this Award Agreement.
|
(a)
|
When used with reference to the sale of stock or other securities of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, the sale, exchange, transfer, distribution or other disposition of the ownership, either beneficially or of record or both, by the Company or one of its subsidiaries to “Nonaffiliated Persons” (as that term is defined in this Section below) of 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment;
|
(b)
|
When used with reference to the merger or consolidation of a Business Segment that is or becomes a separate corporation, limited liability company, partnership or other separate business entity, any such transaction that results in Nonaffiliated Persons owning, either beneficially or of record or both, 100% of either (a) the then-outstanding common stock (or the equivalent equity interests) of the Business Segment or (b) the combined voting power of the then-outstanding voting securities of the Business Segment entitled to vote generally in the election of the board of directors or the equivalent governing body of the Business Segment; or
|
(c)
|
When used with reference to the sale of the assets of the Business Segment, the sale, exchange, transfer, liquidation, distribution or other disposition of all or substantially all of the assets of the Business Segment necessary or required to operate the Business Segment in the manner that the Business Segment had been operated prior to the Divestiture Date.
|
(a)
|
This Award Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Award Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.
|
(b)
|
The Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participant’s vested rights under this Award Agreement, without the written consent of the Participant.
|
(c)
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Award Agreement.
|
(d)
|
This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(e)
|
All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
(f)
|
The Participant agrees to execute this agreement and return it to the address below within 45 days of receipt of this agreement or forfeit the awarded restricted stock shares.
|
(g)
|
To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to principles of conflict of law.
|
|
|
|
Federal Signal Corporation
By: _________________________________ |
ATTEST:
______________________________________________
|
______________________________________________ Participant |
1.
|
I have reviewed this quarterly report on Form 10-Q of Federal Signal Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Dennis J. Martin
|
|
Dennis J. Martin
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Federal Signal Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian S. Cooper
|
|
Brian S. Cooper
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Dennis J. Martin
|
|
Dennis J. Martin
|
|
President and Chief Executive Officer
|
|
(
Principal Executive Officer)
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o (d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Brian S. Cooper
|
|
Brian S. Cooper
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
|
|
|
•
|
Operating income of $29.2 million for the quarter, up 22% versus last year
|
•
|
Excluding foreign currency translation effects, net sales up 2% versus last year
|
•
|
Earnings per share of $0.29 for the quarter, up 7% compared to $0.27 last year
|
•
|
Affirms full-year outlook of $0.95 to $1.02 earnings per share
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions, except per share data)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net sales
|
$
|
230.8
|
|
|
$
|
234.6
|
|
|
$
|
452.4
|
|
|
$
|
434.8
|
|
Cost of sales
|
165.1
|
|
|
175.7
|
|
|
327.5
|
|
|
329.1
|
|
||||
Gross profit
|
65.7
|
|
|
58.9
|
|
|
124.9
|
|
|
105.7
|
|
||||
Selling, engineering, general and administrative expenses
|
36.1
|
|
|
34.9
|
|
|
70.5
|
|
|
69.1
|
|
||||
Restructuring
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.1
|
)
|
||||
Operating income
|
29.2
|
|
|
23.9
|
|
|
54.0
|
|
|
36.7
|
|
||||
Interest expense
|
0.6
|
|
|
0.9
|
|
|
1.2
|
|
|
1.9
|
|
||||
Other expense, net
|
0.1
|
|
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
||||
Income before income taxes
|
28.5
|
|
|
22.7
|
|
|
51.8
|
|
|
34.5
|
|
||||
Income tax expense
|
(10.2
|
)
|
|
(5.7
|
)
|
|
(18.6
|
)
|
|
(9.9
|
)
|
||||
Income from continuing operations
|
18.3
|
|
|
17.0
|
|
|
33.2
|
|
|
24.6
|
|
||||
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Net income
|
$
|
18.3
|
|
|
$
|
17.1
|
|
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.53
|
|
|
$
|
0.39
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Gain (loss) from discontinued operations and disposal, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net earnings per share
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
62.6
|
|
|
62.8
|
|
|
62.5
|
|
|
62.8
|
|
||||
Diluted
|
63.6
|
|
|
63.8
|
|
|
63.5
|
|
|
63.8
|
|
||||
Cash dividends declared per common share
|
$
|
0.06
|
|
|
$
|
0.03
|
|
|
$
|
0.12
|
|
|
$
|
0.03
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
(in millions, except per share data)
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35.9
|
|
|
$
|
30.4
|
|
Accounts receivable, net of allowances for doubtful accounts of $1.6 and $1.3, respectively
|
119.8
|
|
|
107.6
|
|
||
Inventories
|
120.1
|
|
|
121.0
|
|
||
Prepaid expenses
|
10.7
|
|
|
8.8
|
|
||
Deferred tax assets
|
12.3
|
|
|
18.8
|
|
||
Other current assets
|
7.2
|
|
|
2.8
|
|
||
Current assets of discontinued operations
|
0.7
|
|
|
1.1
|
|
||
Total current assets
|
306.7
|
|
|
290.5
|
|
||
Properties and equipment, net of accumulated depreciation of $128.9 and $124.6, respectively
|
68.2
|
|
|
69.5
|
|
||
Goodwill
|
262.4
|
|
|
266.3
|
|
||
Deferred tax assets
|
16.7
|
|
|
25.3
|
|
||
Deferred charges and other assets
|
3.7
|
|
|
4.0
|
|
||
Long-term assets of discontinued operations
|
3.0
|
|
|
3.1
|
|
||
Total assets
|
$
|
660.7
|
|
|
$
|
658.7
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term borrowings and capital lease obligations
|
$
|
6.2
|
|
|
$
|
6.2
|
|
Accounts payable
|
49.4
|
|
|
50.7
|
|
||
Customer deposits
|
11.6
|
|
|
12.1
|
|
||
Deferred revenue
|
7.8
|
|
|
2.9
|
|
||
Accrued liabilities:
|
|
|
|
||||
Compensation and withholding taxes
|
22.2
|
|
|
28.2
|
|
||
Other current liabilities
|
33.0
|
|
|
37.3
|
|
||
Current liabilities of discontinued operations
|
1.6
|
|
|
1.7
|
|
||
Total current liabilities
|
131.8
|
|
|
139.1
|
|
||
Long-term borrowings and capital lease obligations
|
42.4
|
|
|
44.0
|
|
||
Long-term pension and other postretirement benefit liabilities
|
58.4
|
|
|
63.5
|
|
||
Deferred gain
|
13.6
|
|
|
14.6
|
|
||
Other long-term liabilities
|
21.6
|
|
|
20.9
|
|
||
Long-term liabilities of discontinued operations
|
4.9
|
|
|
5.0
|
|
||
Total liabilities
|
272.7
|
|
|
287.1
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $1 par value per share, 90.0 shares authorized, 64.7 and 64.2 shares issued, respectively
|
64.7
|
|
|
64.2
|
|
||
Capital in excess of par value
|
190.2
|
|
|
187.0
|
|
||
Retained earnings
|
252.7
|
|
|
227.0
|
|
||
Treasury stock, at cost, 2.2 and 1.7 shares, respectively
|
(35.0
|
)
|
|
(27.1
|
)
|
||
Accumulated other comprehensive loss
|
(84.6
|
)
|
|
(79.5
|
)
|
||
Total stockholders’ equity
|
388.0
|
|
|
371.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
660.7
|
|
|
$
|
658.7
|
|
|
Six Months Ended
June 30, |
||||||
(in millions)
|
2015
|
|
2014
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
33.2
|
|
|
$
|
24.5
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Loss from discontinued operations and disposal
|
—
|
|
|
0.1
|
|
||
Depreciation and amortization
|
7.7
|
|
|
7.3
|
|
||
Deferred financing costs
|
0.2
|
|
|
0.2
|
|
||
Deferred gain
|
(1.0
|
)
|
|
(1.0
|
)
|
||
Stock-based compensation expense
|
3.1
|
|
|
2.8
|
|
||
Excess tax benefit from stock-based compensation
|
(0.3
|
)
|
|
—
|
|
||
Pension expense, net of funding
|
(2.2
|
)
|
|
(2.4
|
)
|
||
Provision for doubtful accounts
|
0.5
|
|
|
0.1
|
|
||
Deferred income taxes
|
14.6
|
|
|
12.0
|
|
||
Changes in operating assets and liabilities, net of effects of discontinued operations
|
(28.3
|
)
|
|
(19.9
|
)
|
||
Net cash provided by continuing operating activities
|
27.5
|
|
|
23.7
|
|
||
Net cash used for discontinued operating activities
|
(0.1
|
)
|
|
(0.3
|
)
|
||
Net cash provided by operating activities
|
27.4
|
|
|
23.4
|
|
||
Investing activities:
|
|
|
|
||||
Purchases of properties and equipment
|
(5.6
|
)
|
|
(9.4
|
)
|
||
Proceeds from sales of properties and equipment
|
0.1
|
|
|
0.1
|
|
||
Proceeds from sale of FSTech Group
|
—
|
|
|
7.0
|
|
||
Net cash used for continuing investing activities
|
(5.5
|
)
|
|
(2.3
|
)
|
||
Financing activities:
|
|
|
|
||||
Decrease in revolving lines of credit, net
|
—
|
|
|
(20.0
|
)
|
||
Increase in short-term borrowings, net
|
—
|
|
|
5.0
|
|
||
Payments on long-term borrowings
|
(1.4
|
)
|
|
(1.4
|
)
|
||
Purchases of treasury stock
|
(5.0
|
)
|
|
(3.3
|
)
|
||
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation
|
(2.9
|
)
|
|
—
|
|
||
Cash dividends paid to stockholders
|
(7.5
|
)
|
|
(1.9
|
)
|
||
Proceeds from stock-based compensation activity
|
0.4
|
|
|
1.1
|
|
||
Excess tax benefit from stock-based compensation
|
0.3
|
|
|
—
|
|
||
Other, net
|
(0.3
|
)
|
|
(0.4
|
)
|
||
Net cash used for continuing financing activities
|
(16.4
|
)
|
|
(20.9
|
)
|
||
Effects of foreign exchange rate changes on cash and cash equivalents
|
—
|
|
|
0.2
|
|
||
Increase in cash and cash equivalents
|
5.5
|
|
|
0.4
|
|
||
Cash and cash equivalents at beginning of period
|
30.4
|
|
|
23.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
35.9
|
|
|
$
|
24.2
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
146.6
|
|
|
$
|
139.2
|
|
|
$
|
7.4
|
|
|
$
|
286.8
|
|
|
$
|
259.9
|
|
|
$
|
26.9
|
|
Operating income
|
29.2
|
|
|
23.1
|
|
|
6.1
|
|
|
53.1
|
|
|
38.3
|
|
|
14.8
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
19.9
|
%
|
|
16.6
|
%
|
|
3.3
|
%
|
|
18.5
|
%
|
|
14.7
|
%
|
|
3.8
|
%
|
||||||
Total orders
|
$
|
114.2
|
|
|
$
|
152.0
|
|
|
$
|
(37.8
|
)
|
|
$
|
220.5
|
|
|
$
|
266.2
|
|
|
$
|
(45.7
|
)
|
Backlog
|
152.0
|
|
|
205.6
|
|
|
(53.6
|
)
|
|
152.0
|
|
|
205.6
|
|
|
(53.6
|
)
|
||||||
Depreciation and amortization
|
2.0
|
|
|
1.6
|
|
|
0.4
|
|
|
3.8
|
|
|
3.2
|
|
|
0.6
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
58.8
|
|
|
$
|
61.3
|
|
|
$
|
(2.5
|
)
|
|
$
|
115.1
|
|
|
$
|
116.3
|
|
|
$
|
(1.2
|
)
|
Operating income
|
7.3
|
|
|
7.5
|
|
|
(0.2
|
)
|
|
13.9
|
|
|
11.8
|
|
|
2.1
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
12.4
|
%
|
|
12.2
|
%
|
|
0.2
|
%
|
|
12.1
|
%
|
|
10.1
|
%
|
|
2.0
|
%
|
||||||
Total orders
|
$
|
60.4
|
|
|
$
|
61.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
118.1
|
|
|
$
|
127.0
|
|
|
$
|
(8.9
|
)
|
Backlog
|
38.9
|
|
|
38.4
|
|
|
0.5
|
|
|
38.9
|
|
|
38.4
|
|
|
0.5
|
|
||||||
Depreciation and amortization
|
1.2
|
|
|
1.1
|
|
|
0.1
|
|
|
2.3
|
|
|
2.2
|
|
|
0.1
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
($ in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||||
Net sales
|
$
|
25.4
|
|
|
$
|
34.1
|
|
|
$
|
(8.7
|
)
|
|
$
|
50.5
|
|
|
$
|
58.6
|
|
|
$
|
(8.1
|
)
|
Operating income (loss)
|
0.0
|
|
|
(0.3
|
)
|
|
0.3
|
|
|
0.3
|
|
|
(1.1
|
)
|
|
1.4
|
|
||||||
Operating data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating margin
|
0.0
|
%
|
|
(0.9
|
)%
|
|
0.9
|
%
|
|
0.6
|
%
|
|
(1.9
|
)%
|
|
2.5
|
%
|
||||||
Total orders
|
$
|
38.9
|
|
|
$
|
40.4
|
|
|
$
|
(1.5
|
)
|
|
$
|
60.9
|
|
|
$
|
91.9
|
|
|
$
|
(31.0
|
)
|
Backlog
|
78.2
|
|
|
112.0
|
|
|
(33.8
|
)
|
|
78.2
|
|
|
112.0
|
|
|
(33.8
|
)
|
||||||
Depreciation and amortization
|
0.7
|
|
|
0.9
|
|
|
(0.2
|
)
|
|
1.5
|
|
|
1.7
|
|
|
(0.2
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Income from continuing operations
|
18.3
|
|
|
17.0
|
|
|
33.2
|
|
|
24.6
|
|
||||
Add:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
10.2
|
|
|
5.7
|
|
|
18.6
|
|
|
9.9
|
|
||||
Income before income taxes
|
28.5
|
|
|
22.7
|
|
|
51.8
|
|
|
34.5
|
|
||||
Add (less):
|
|
|
|
|
|
|
|
||||||||
Restructuring
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
|
(0.1
|
)
|
||||
Adjusted income before income taxes
|
28.9
|
|
|
22.8
|
|
|
52.2
|
|
|
34.4
|
|
||||
Adjusted income tax expense
(a)
|
(10.3
|
)
|
|
(5.7
|
)
|
|
(18.7
|
)
|
|
(9.8
|
)
|
||||
Adjusted net income from continuing operations
|
$
|
18.6
|
|
|
$
|
17.1
|
|
|
$
|
33.5
|
|
|
$
|
24.6
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(dollars per diluted share)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
EPS, as reported
|
$
|
0.29
|
|
|
$
|
0.27
|
|
|
$
|
0.52
|
|
|
$
|
0.39
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
0.15
|
|
|
0.09
|
|
|
0.29
|
|
|
0.15
|
|
||||
Income before income taxes
|
0.44
|
|
|
0.36
|
|
|
0.81
|
|
|
0.54
|
|
||||
Add (less):
|
|
|
|
|
|
|
|
||||||||
Restructuring
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
||||
Adjusted income before income taxes
|
0.45
|
|
|
0.36
|
|
|
0.82
|
|
|
0.54
|
|
||||
Adjusted income tax expense
(a)
|
(0.16
|
)
|
|
(0.09
|
)
|
|
(0.29
|
)
|
|
(0.15
|
)
|
||||
Adjusted EPS
|
0.29
|
|
|
0.27
|
|
|
0.53
|
|
|
0.39
|
|
(a)
|
Adjusted income tax expense for the
three and six months ended
June 30, 2015
and
2014
was recomputed after excluding the impact of restructuring activity.
|
|
Trailing Twelve
Months Ending June 30, |
||||||
($ in millions)
|
2015
|
|
2014
|
||||
Total debt
|
$
|
48.6
|
|
|
$
|
75.5
|
|
|
|
|
|
||||
Income from continuing operations
|
71.6
|
|
|
68.1
|
|
||
Add:
|
|
|
|
||||
Interest expense
|
3.1
|
|
|
4.5
|
|
||
Other expense, net
|
2.2
|
|
|
0.5
|
|
||
Income tax expense (benefit)
|
33.0
|
|
|
3.9
|
|
||
Depreciation and amortization
|
15.4
|
|
|
14.6
|
|
||
Adjusted EBITDA
|
$
|
125.3
|
|
|
$
|
91.6
|
|
|
|
|
|
||||
Total debt to adjusted EBITDA ratio
|
0.4
|
|
|
0.8
|
|