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 June 30, 2020

OR

☐ 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.)

1415 West 22nd Street, Oak Brook, Illinois

(Address of principal executive offices)

60523

(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 June 30, 2020, the number of shares outstanding of the registrant’s common stock was 60,423,457.

FEDERAL SIGNAL CORPORATION

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2019	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2020 and 2019	3
	Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2019	5
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2019	6
	Notes to Condensed Consolidated Financial Statements	8
	Note 1 – Summary of Significant Accounting Policies	8
	Note 2 – Acquisitions	9
	Note 3 – Revenue Recognition	10
	Note 4 – Inventories	10
	Note 5 – Debt	11
	Note 6 – Income Taxes	12
	Note 7 – Pension and Other Post-Employment Plans	12
	Note 8 – Commitments and Contingencies	13
	Note 9 – Earnings Per Share	18
	Note 10 – Stockholders’ Equity	19
	Note 11 – Segment Information	22
	Note 12 – Fair Value Measurements	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
SIGNATURE		39

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) is being filed by Federal Signal Corporation and its subsidiaries (referred to collectively as the “Company,” “we,” “our” or “us” herein, unless the context otherwise indicates) with the United States (“U.S.”) Securities and Exchange Commission (the “SEC”), and includes comments made by management that may contain words such as “may,” “will,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “project,” “estimate” and “objective” or similar terminology, or the negative thereof, concerning the Company’s future financial performance, business strategy, plans, goals and objectives. These expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company’s possible or assumed future performance or results of operations and are not guarantees. While these statements are based on assumptions and judgments that management has made in light of industry experience as well as perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances, they are subject to risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different.

These risks and uncertainties, some of which are beyond the Company’s control, include 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 Report on Form 10-Q for the quarterly period ended March 31, 2020, which was filed with the SEC on April 29, 2020, and this Form 10-Q. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. The Company operates in a continually changing business environment and new factors emerge from time to time, including, for example, the ongoing coronavirus (“COVID-19”) pandemic and the government response to the pandemic. The Company cannot predict such factors, nor can it assess the impact, if any, of such factors on its results of operations, financial condition or cash flow. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. The Company disclaims any responsibility to update any forward-looking statement provided in this Form 10-Q.

ADDITIONAL INFORMATION

The Company is subject to the reporting and information requirements of the Exchange Act and, as a result, is obligated to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and information with the SEC, as well as amendments to those reports. The Company makes these filings available free of charge through our website at www.federalsignal.com as soon as reasonably practicable after such materials are filed with, or furnished to, the SEC. Information on our website does not constitute part of this Form 10-Q.

1

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited).

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except per share data)	2020		2019		2020		2019
Net sales	$	270.1	$	324.3	$	556.2	$	598.1
Cost of sales	199.8		235.3		411.1		438.8
Gross profit	70.3		89.0		145.1		159.3
Selling, engineering, general and administrative expenses	37.4		41.8		79.6		85.7
Acquisition and integration-related expenses	0.3		0.9		0.6		1.5
Restructuring	1.3		—		1.3		—
Operating income	31.3		46.3		63.6		72.1
Interest expense	1.8		2.0		3.3		4.0
Other expense (income), net	2.0		(0.1)		2.2		0.3
Income before income taxes	27.5		44.4		58.1		67.8
Income tax expense	6.1		11.6		13.3		17.5
Net income	$	21.4	$	32.8	$	44.8	$	50.3
Earnings per share:
Basic	$	0.36	$	0.55	$	0.74	$	0.84
Diluted	0.35		0.54		0.73		0.82
Weighted average common shares outstanding:
Basic	60.1		60.1		60.3		60.1
Diluted	61.3		61.3		61.6		61.2

See notes to condensed consolidated financial statements.

2

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2020		2019		2020		2019
Net income	$	21.4	$	32.8	$	44.8	$	50.3
Other comprehensive income (loss):
Change in foreign currency translation adjustment	1.2		0.8		(4.9)		0.8
Change in unrecognized net actuarial loss and prior service cost related to pension benefit plans, net of income tax expense of $0.2, $0.1, $0.4 and $0.3, respectively	0.9		1.3		2.7		1.5
Change in unrealized gain or loss on interest rate swaps, net of income tax benefit of $0.1, $0.2, $1.1 and $0.4, respectively	(0.3)		(0.7)		(3.4)		(1.2)
Total other comprehensive income (loss)	1.8		1.4		(5.6)		1.1
Comprehensive income	$	23.2	$	34.2	$	39.2	$	51.4

See notes to condensed consolidated financial statements.

3

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2020		December 31, 2019
(in millions, except per share data)	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	73.6	$	31.6
Accounts receivable, net of allowances for doubtful accounts of $2.6 and $2.4, respectively	125.3		134.2
Inventories	197.5		182.9
Prepaid expenses and other current assets	10.4		12.0
Total current assets	406.8		360.7
Properties and equipment, net of accumulated depreciation of $129.7 and $125.5, respectively	101.4		91.9
Rental equipment, net of accumulated depreciation of $37.8 and $33.6, respectively	113.4		115.4
Operating lease right-of-use assets	24.8		27.6
Goodwill	390.6		388.8
Intangible assets, net of accumulated amortization of $26.9 and $22.1, respectively	157.6		162.9
Deferred tax assets	8.7		10.0
Deferred charges and other long-term assets	7.6		7.9
Long-term assets of discontinued operations	0.3		0.3
Total assets	$	1,211.2	$	1,165.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term borrowings and finance lease obligations	$	0.2	$	0.2
Accounts payable	73.1		65.0
Customer deposits	11.7		11.5
Accrued liabilities:
Compensation and withholding taxes	23.1		31.1
Other current liabilities	52.4		52.2
Current liabilities of discontinued operations	0.2		0.2
Total current liabilities	160.7		160.2
Long-term borrowings and finance lease obligations	244.4		220.3
Long-term operating lease liabilities	18.3		21.6
Long-term pension and other postretirement benefit liabilities	49.6		50.9
Deferred tax liabilities	56.9		52.7
Other long-term liabilities	25.0		17.3
Long-term liabilities of discontinued operations	0.9		0.9
Total liabilities	555.8		523.9
Stockholders’ equity:
Common stock, $1 par value per share, 90.0 shares authorized, 67.5 and 66.9 shares issued, respectively	67.5		66.9
Capital in excess of par value	234.7		228.6
Retained earnings	563.3		528.2
Treasury stock, at cost, 7.1 and 6.4 shares, respectively	(115.4)		(93.0)
Accumulated other comprehensive loss	(94.7)		(89.1)
Total stockholders’ equity	655.4		641.6
Total liabilities and stockholders’ equity	$	1,211.2	$	1,165.5

See notes to condensed consolidated financial statements.

4

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six Months Ended June 30,
(in millions)	2020		2019
Operating activities:
Net income	$	44.8	$	50.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	21.9		19.3
Stock-based compensation expense	3.9		4.2
Deferred income taxes	6.0		4.0
Changes in operating assets and liabilities	(11.6)		(52.0)
Net cash provided by operating activities	65.0		25.8
Investing activities:
Purchases of properties and equipment	(16.3)		(9.4)
Proceeds from sales of properties and equipment	0.5		—
Payments for acquisition-related activity	(6.2)		—
Proceeds from acquisition-related activity	0.8		—
Net cash used for investing activities	(21.2)		(9.4)
Financing activities:
Increase (decrease) in revolving lines of credit, net	27.7		(3.1)
Purchases of treasury stock	(13.5)		(1.0)
Redemptions of common stock to satisfy withholding taxes related to stock-based compensation	(6.6)		(1.6)
Cash dividends paid to stockholders	(9.7)		(9.6)
Proceeds from stock-based compensation activity	0.5		—
Other, net	0.1		(0.1)
Net cash used for financing activities	(1.5)		(15.4)
Effects of foreign exchange rate changes on cash and cash equivalents	(0.3)		0.2
Increase in cash and cash equivalents	42.0		1.2
Cash and cash equivalents at beginning of year	31.6		37.4
Cash and cash equivalents at end of period	$	73.6	$	38.6

See notes to condensed consolidated financial statements.

5

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

	Three Months Ended June 30, 2020
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at April 1, 2020	$	67.2	$	230.1	$	546.8	$	(111.4)	$	(96.5)	$	636.2
Net income					21.4						21.4
Total other comprehensive income									1.8		1.8
Cash dividends declared ($0.08 per share)					(4.9)						(4.9)
Stock-based payments:
Stock-based compensation			2.9								2.9
Stock option exercises and other	0.3		1.7				(4.0)				(2.0)
Balance at June 30, 2020	$	67.5	$	234.7	$	563.3	$	(115.4)	$	(94.7)	$	655.4

	Three Months Ended June 30, 2019
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at April 1, 2019	$	66.5	$	218.4	$	451.7	$	(90.6)	$	(97.6)	$	548.4
Net income					32.8						32.8
Total other comprehensive income									1.4		1.4
Cash dividends declared ($0.08 per share)					(4.8)						(4.8)
Stock-based payments:
Stock-based compensation			2.1								2.1
Stock option exercises and other	0.2		0.8				(0.8)				0.2
Balance at June 30, 2019	$	66.7	$	221.3	$	479.7	$	(91.4)	$	(96.2)	$	580.1

	Six Months Ended June 30, 2020
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at January 1, 2020	$	66.9	$	228.6	$	528.2	$	(93.0)	$	(89.1)	$	641.6
Net income					44.8						44.8
Total other comprehensive loss									(5.6)		(5.6)
Cash dividends declared ($0.16 per share)					(9.7)						(9.7)
Stock-based payments:
Stock-based compensation			3.9								3.9
Stock option exercises and other	0.4		2.4				(6.0)				(3.2)
Performance share unit transactions	0.2		(0.2)				(2.9)				(2.9)
Stock repurchase program							(13.5)				(13.5)
Balance at June 30, 2020	$	67.5	$	234.7	$	563.3	$	(115.4)	$	(94.7)	$	655.4

See notes to condensed consolidated financial statements.

6

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

	Six Months Ended June 30, 2019
(in millions)	Common Stock		Capital in Excess of Par Value		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total
Balance at January 1, 2019	$	66.4	$	217.0	$	432.5	$	(88.5)	$	(97.3)	$	530.1
Net income					50.3						50.3
Total other comprehensive income									1.1		1.1
Cash dividends declared ($0.16 per share)					(9.6)						(9.6)
Impact of adoption of ASU 2016-02					6.5						6.5
Stock-based payments:
Stock-based compensation			3.5								3.5
Stock option exercises and other	0.2		0.9				(1.0)				0.1
Performance share unit transactions	0.1		(0.1)				(0.9)				(0.9)
Stock repurchase program							(1.0)				(1.0)
Balance at June 30, 2019	$	66.7	$	221.3	$	479.7	$	(91.4)	$	(96.2)	$	580.1

See notes to condensed consolidated financial statements.

7

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – 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 Report on Form 10-Q for the quarterly period ended March 31, 2020, which was filed with the SEC on April 29, 2020, 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.

8

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

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 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.

NOTE 2 – 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 June 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.

9

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (CONTINUED)

(Unaudited)

NOTE 3 – 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 June 30,				Six Months Ended June 30,
(in millions)	2020		2019		2020		2019
Geographic Region:
U.S.	$	205.0	$	248.2	$	431.6	$	453.0
Canada	38.3		51.2		71.8		95.6
Europe/Other	26.8		24.9		52.8		49.5
Total net sales	$	270.1	$	324.3	$	556.2	$	598.1
Major Product Line:
Environmental Solutions
Vehicles and equipment (a)	$	165.9	$	213.7	$	352.0	$	387.4
Parts	30.9		35.5		64.3		66.6