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FEDERAL SIGNAL CORP /DE/

For the period ended Mar 31, 2025. Filed Apr 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed Apr 30, 2025

FSS$113.44+1.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-10-31.

0000277509-24-000051

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-04-30.

0000277509-25-000031

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 94 previous paragraphs and 68 current paragraphs.

23 unchanged; 27 reworded; 18 added; 43 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (18)

Current report

A substantial majority of the Company’s manufacturing operations are located within the U.S., and the substantial majority of the raw materials and component parts used to support the Company’s domestic production processes are sourced from within the U.S. Similarly, in the locations where the Company manufactures products outside of the U.S, the respective supply chains and end customers are predominantly localized. While the Company primarily sources its products within the respective countries in which it manufactures, certain raw materials and component parts that go into making its products are imported into the U.S. from various countries, including China, and are subject to tariffs, sanctions, embargoes, export and import controls, and other trade restrictions. Additionally, the Company sells certain products to customers outside of the U.S., including in Canada, that are covered by international trade agreements and regulations, including tariffs. In March and April 2025, the U.S. federal government implemented or threatened broad new tariffs on imports, which has resulted in certain retaliatory tariffs being levied or threatened by a number of impacted countries. The U.S. federal government has also indicated that they may increase the existing tariffs, impose additional tariffs, and/or expand tariffs on goods imported from various countries. Although certain exemptions to the tariffs have been announced, their duration and scope remain unclear at this time, and such exemptions may be subject to change.

Current report

While the tariffs implemented in March 2025 did not have a significant impact on the Company’s first quarter results, the long-term effects of those implemented then, and implemented in April 2025, remain uncertain. Although the Company believes that many of its products are included in the current tariff exemptions, the Company continues to closely monitor the evolving tariff and trade policy environment, which could change or alter these exemptions. Further, the Company is monitoring the potential for supply disruptions as a result of these trade disputes and negotiations, including those related to restrictions around exporting certain rare earth minerals and magnets by China, some of which are used in the production of certain of the Company’s products. While the collective impact of these trade issues is uncertain, the Company continues to monitor the potential for higher product and operating costs and to evaluate the need to counteract any adverse effects on the Company’s financial position, results of operations, or cash flow.

Current report

Net sales for the three months ended March 31, 2025 increased by $38.9 million, or 9%, compared to the prior-year quarter, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. The Environmental Solutions Group reported a net sales increase of $33.4 million, or 9%, primarily due to increases in sales of sewer cleaners of $15.1 million, dump truck bodies of $10.4 million, road-marking and line-removal equipment of $6.8 million, and industrial vacuum loaders of $5.7 million. In addition, aftermarket revenues improved by $11.2 million. Partially offsetting these improvements were reductions in sales of safe-digging trucks of $8.4 million and trailers of $4.6 million, as well as a $3.0 million unfavorable foreign currency translation impact. Within the Safety and Security Systems Group, net sales increased by $5.5 million, or 8%, primarily due to a $5.8 million improvement in sales of public safety equipment.

Current report

Net income for the three months ended March 31, 2025 decreased by $5.3 million compared to the prior-year quarter, largely due to a $16.4 million increase in income tax expense, partially offset by the aforementioned increase in income before taxes.

Current report

Net sales for the three months ended March 31, 2025 increased by $38.9 million, or 9%, compared to the prior-year quarter, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. The Environmental Solutions Group reported a net sales increase of $33.4 million, or 9%, primarily due to increases in sales of sewer cleaners of $15.1 million, dump truck bodies of $10.4 million, road-marking and line-removal equipment of $6.8 million, and industrial vacuum loaders of $5.7 million. In addition, aftermarket revenues improved by $11.2 million. Partially offsetting these improvements were reductions in sales of safe-digging trucks of $8.4 million and trailers of $4.6 million, as well as a $3.0 million unfavorable foreign currency translation impact. Within the Safety and Security Systems Group, net sales increased by $5.5 million, or 8%, primarily due to a $5.8 million improvement in sales of public safety equipment.

Current report

SEG&A expenses for the three months ended March 31, 2025 increased by $3.0 million, or 5%, compared to the prior-year quarter, primarily due to a $4.0 million increase within the Environmental Solutions Group and a $0.5 million increase within the Safety and Security Systems Group, which were partially offset by a $1.5 million decrease in Corporate SEG&A expenses. As a percentage of net sales, SEG&A expenses were 13.0% in the current-year quarter, compared to 13.5% in the prior-year quarter.

Current report

Operating income for the three months ended March 31, 2025 increased by $11.4 million, or 21%, compared to the prior-year quarter, primarily driven by a $14.8 million improvement in gross profit and a $0.3 million reduction in acquisition and integration-related expenses, net, partially offset by a $3.0 million increase in SEG&A expenses and a $0.7 million increase in amortization expense. Consolidated operating margin for the three months ended March 31, 2025 was 14.2%, compared to 12.8% in the prior-year quarter.

Current report

Other expense, net, for the three months ended March 31, 2025 increased by $0.5 million compared to the prior-year quarter, primarily due to higher non-operating pension costs.

Current report

March 31, 2025 was an expense of 25.3%, compared to a benefit of 1.4% in the prior-year quarter.

Current report

Net income for the three months ended March 31, 2025 decreased by $5.3 million compared to the prior-year quarter, largely due to the $16.4 million increase in income tax expense, partially offset by the aforementioned increase in income before taxes.

Current report

Total orders for the three months ended March 31, 2025 increased by $52.4 million, or 12%, compared to the prior-year quarter. U.S. orders increased by $64.0 million, primarily due to a $24.0 million increase in orders for road-marking and line-removal equipment, inclusive of the acquisition of a $16.1 million U.S. order backlog from the Hog transaction, as well as increases in orders for aftermarket offerings of $13.8 million, dump truck bodies of $13.6 million, street sweepers of $10.9 million, safe-digging trucks of $10.2 million, and trailers of $2.6 million. Partially offsetting these improvements were reductions in orders for sewer cleaners of $5.5 million, refuse trucks of $4.3 million, and waterblasting equipment of $2.1 million. Non-U.S. orders decreased by $11.6 million, largely due to reductions in orders for refuse trucks of $37.3 million and dump truck bodies of $2.5 million, as well as a $3.5 million unfavorable foreign currency translation impact. Partially offsetting these reductions were improvements in orders for sewer cleaners of $14.0 million, street sweepers of $4.4 million, metal extraction support equipment of $4.2 million, road-marking and line-removal equipment of $4.0 million, inclusive of the acquisition of a $3.4 million non-U.S. order backlog from the Hog transaction, aftermarket offerings of $3.8 million, and waterblasting equipment of $1.7 million.

Current report

Net sales for the three months ended March 31, 2025 increased by $33.4 million, or 9%, compared to the prior-year quarter, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. For the three months ended March 31, 2025, U.S. sales increased by $27.8 million, largely due to increases in sales of sewer cleaners of $15.0 million, dump truck bodies of $12.0 million, road-marking and line-removal equipment of $6.1 million, and industrial vacuum loaders of $5.7 million. Additionally, aftermarket revenues increased by $11.9 million. Partially offsetting these improvements were reductions in shipments of safe-digging trucks of $11.1 million, trailers of $4.6 million, metal extraction support equipment of $3.7 million, and street sweepers of $2.8 million. Non-U.S. sales increased by $5.6 million, primarily due to increases in shipments of metal extraction support equipment of $3.2 million, safe-digging trucks of $2.7 million, and street sweepers of $2.6 million, partially offset by a $3.0 million unfavorable foreign currency translation impact.

Current report

SEG&A expenses for the three months ended March 31, 2025 increased by $4.0 million, or 13%, compared to the prior-year quarter, primarily due to the addition of SEG&A expenses from recent acquisitions and higher employee-related costs. As a percentage of net sales, SEG&A expenses were 9.0% in the current-year quarter, compared to 8.7% in the prior-year quarter.

Current report

Operating income for the three months ended March 31, 2025 increased by $8.0 million, or 15%, compared to the prior-year quarter, largely due to a $12.3 million improvement in gross profit and a $0.4 million reduction in acquisition and integration-related expenses, partially offset by the $4.0 million increase in SEG&A expenses and a $0.7 million increase in amortization expense.

Current report

Backlog was $1.03 billion at March 31, 2025, compared to $1.04 billion in the prior-year quarter.

Current report

SEG&A expenses for the three months ended March 31, 2025 increased by $0.5 million, or 3%, compared to the prior-year quarter, primarily due to increased investment in new product development initiatives and higher sales commissions. As a percentage of net sales, SEG&A expenses were 20.9% in the current-year quarter, compared to 21.9% in the prior-year quarter.
Removed paragraphs (43)

Previous report

Net sales for the three months ended September 30, 2024 increased by $27.8 million, or 6%, compared to the prior-year quarter, primarily due to higher sales volumes and the effects of pricing actions. Our Environmental Solutions Group reported a net sales increase of $25.2 million, or 7%, primarily due to increases in sales of dump truck bodies, sewer cleaners, street sweepers, road-marking and line-removal equipment, and metal extraction support equipment of $9.2 million, $4.8 million, $3.3 million, $1.6 million, and $1.3 million, respectively. In addition, aftermarket revenues improved by $9.8 million. Partially offsetting these improvements were reductions in sales of trailers and safe-digging trucks of $3.3 million and $2.5 million, respectively. Within our Safety and Security Systems Group, net sales increased by $2.6 million, or 4%, primarily due to improvements in sales of public safety equipment of $4.0 million, partially offset by a $1.5 million reduction in sales of warning systems.

Previous report

Net sales for the nine months ended September 30, 2024 increased by $115.2 million, or 9%, compared to the prior-year period, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. Our Environmental Solutions Group reported a net sales increase of $96.2 million, or 9%, primarily due to increases in sales of dump truck bodies, sewer cleaners, street sweepers, road-marking and line-removal equipment, industrial vacuum loaders, multi-purpose maintenance vehicles, metal extraction support equipment, refuse trucks, safe-digging trucks and hoists of $23.1 million, $12.1 million, $11.6 million, $7.9 million, $6.9 million, $6.7 million, $6.6 million, $4.6 million, $3.8 million and $2.5 million, respectively. In addition, aftermarket revenues improved by $16.0 million. Partially offsetting these improvements was a reduction in sales of trailers of $7.6 million as well as a $1.6 million unfavorable foreign currency translation impact. Within our Safety and Security Systems Group, net sales increased by $19.0 million, or 9%, primarily due to improvements in sales of public safety equipment and warning systems of $19.5 million and $2.2 million, respectively, partially offset by a $2.8 million reduction in sales of industrial signaling equipment.

Previous report

Operating income for the nine months ended September 30, 2024 increased by $49.9 million, or 31%, compared to the prior-year period, primarily driven by a $69.6 million improvement in gross profit and a $0.2 million decrease in amortization expense, partially offset by a $19.6 million increase in SEG&A expenses and a $0.3 million increase in acquisition and integration-related expenses. Consolidated operating margin for the nine months ended September 30, 2024 was 15.2%, compared to 12.7% in the prior-year period.

Previous report

Net income for the three months ended September 30, 2024 increased by $10.6 million compared to the prior-year quarter, largely due to the aforementioned increase in income before taxes, partially offset by a $4.9 million increase in income tax expense. The effective tax rate for the three months ended September 30, 2024 was 25.8%, compared to 24.2% in the prior-year quarter.

Previous report

Net income for the nine months ended September 30, 2024 increased by $55.3 million compared to the prior-year period, largely due to the aforementioned increase in income before taxes, partially offset by a $1.2 million increase in income tax expense. The effective tax rate for the nine months ended September 30, 2024 was 17.3%, compared to 23.2% in the prior-year period.

Previous report

Total orders for the nine months ended September 30, 2024 were $1.40 billion, a $4 million reduction compared to the prior-year period. Our Environmental Solutions Group reported total orders of $1.18 billion in the nine months ended September 30, 2024, a reduction of $3 million compared to the prior-year period. Orders in the nine months ended September 30, 2024 within our Safety and Security Systems Group were $225 million, a decrease of $1 million compared to the prior-year period.

Previous report

Net sales for the three months ended September 30, 2024 increased by $27.8 million, or 6%, compared to the prior-year quarter, primarily due to higher sales volumes and the effects of pricing actions. The Environmental Solutions Group reported a net sales increase of $25.2 million, or 7%, primarily due to increases in sales of dump truck bodies, sewer cleaners, street sweepers, road-marking and line-removal equipment, and metal extraction support equipment of $9.2 million, $4.8 million, $3.3 million, $1.6 million, and $1.3 million, respectively. In addition, aftermarket revenues improved by $9.8 million. Partially offsetting these improvements were reductions in sales of trailers and safe-digging trucks of $3.3 million and $2.5 million, respectively. Within the Safety and Security Systems Group, net sales increased by $2.6 million, or 4%, primarily due to improvements in sales of public safety equipment of $4.0 million, partially offset by a $1.5 million reduction in sales of warning systems.

Previous report

Net sales for the nine months ended September 30, 2024 increased by $115.2 million, or 9%, compared to the prior-year period, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. The Environmental Solutions Group reported a net sales increase of $96.2 million, or 9%, primarily due to increases in sales of dump truck bodies, sewer cleaners, street sweepers, road-marking and line-removal equipment, industrial vacuum loaders, multi-purpose maintenance vehicles, metal extraction support equipment, refuse trucks, safe-digging trucks and hoists of $23.1 million, $12.1 million, $11.6 million, $7.9 million, $6.9 million, $6.7 million, $6.6 million, $4.6 million, $3.8 million and $2.5 million, respectively. In addition, aftermarket revenues improved by $16.0 million. Partially offsetting these improvements was a reduction in sales of trailers of $7.6 million as well as a $1.6 million unfavorable foreign currency translation impact. Within the Safety and Security Systems Group, net sales increased by $19.0 million, or 9%, primarily due to improvements in sales of public safety equipment and warning systems of $19.5 million and $2.2 million, respectively, partially offset by a $2.8 million reduction in sales of industrial signaling equipment.

Previous report

Cost of sales increased by $45.6 million, or 5%, for the nine months ended September 30, 2024 compared to the prior-year period, largely due to an increase of $41.6 million, or 5%, within the Environmental Solutions Group, primarily related to higher sales volumes, inclusive of the effects of acquisitions, and increased material costs. Within the Safety and Security Systems Group, cost of sales increased by $4.0 million, or 3%, primarily related to higher sales volumes, partially offset by favorable product mix and lower material costs.

Previous report

Gross profit increased by $69.6 million, or 21%, for the nine months ended September 30, 2024 compared to the prior-year period, primarily due to a $54.6 million improvement within the Environmental Solutions Group and a $15.0 million increase within the Safety and Security Systems Group. Gross profit margin for the nine months ended September 30, 2024 was 28.8%, compared to 26.0% in the prior-year period, primarily due to improvements within the Environmental Solutions Group and the Safety and Security Systems Group of 280 basis points and 330 basis points, respectively.

Previous report

SEG&A expenses for the three months ended September 30, 2024 increased by $9.5 million, or 19%, compared to the prior-year quarter, primarily due to increases of $3.7 million and $1.9 million within the Environmental Solutions Group and the Safety and Security Systems Group, respectively, in addition to a $3.9 million increase in Corporate SEG&A expenses. As a percentage of net sales, SEG&A expenses were 12.7% in the current-year quarter, compared to 11.3% in the prior-year quarter.

Previous report

SEG&A expenses for the nine months ended September 30, 2024 increased by $19.6 million, or 13%, compared to the prior-year period, primarily due to increases of $9.4 million and $6.0 million within the Environmental Solutions Group and the Safety and Security Systems Group, respectively, in addition to a $4.2 million increase in Corporate SEG&A expenses. As a percentage of net sales, SEG&A expenses were 12.6% in the current-year period, compared to 12.2% in the prior-year period.

Previous report

Operating income for the three months ended September 30, 2024 increased by $13.4 million, or 21%, compared to the prior-year quarter, primarily driven by a $22.7 million improvement in gross profit, a $0.1 million decrease in acquisition and integration-related expenses, and a $0.1 million reduction in amortization expense, partially offset by a $9.5 million increase in SEG&A expenses. Consolidated operating margin for the three months ended September 30, 2024 was 16.0%, compared to 14.0% in the prior-year quarter.

Previous report

Operating income for the nine months ended September 30, 2024 increased by $49.9 million, or 31%, compared to the prior-year period, primarily driven by a $69.6 million improvement in gross profit and a $0.2 million decrease in amortization expense, partially offset by a $19.6 million increase in SEG&A expenses and a $0.3 million increase in acquisition and integration-related expenses. Consolidated operating margin for the nine months ended September 30, 2024 was 15.2%, compared to 12.7% in the prior-year period.

Previous report

Other expense, net, for the three months ended September 30, 2024 was $0.3 million, unchanged from the prior-year quarter.

Previous report

Other expense, net, for the nine months ended September 30, 2024 decreased by $0.6 million, compared to the prior-year period, primarily due to the non-recurrence of an $0.8 million environmental remediation charge recorded in the prior-year period associated with a business discontinued in 2009 and lower foreign currency transaction losses, partially offset by a $0.5 million increase in net periodic pension expense.

Previous report

During the year ended December 31, 2023, the Company filed amended U.S. federal income tax returns for the 2015 through 2018 tax years to claim a worthless stock deduction. As of December 31, 2023, the amended tax returns were under examination by the applicable tax authorities and recovery of the refund claim was not considered more-likely-than-not. Accordingly, the aggregate refund claim of $13.6 million, including interest of $1.8 million, was recorded as an income tax receivable as of December 31, 2023, fully offset by a corresponding liability for unrecognized tax benefits.

Previous report

During the first quarter of 2024, the tax authorities notified the Company that the amended tax returns had been approved, at which point receipt of the refund claim was considered more-likely-than-not. As a result, the Company released the associated liability for unrecognized tax benefits and recognized a $13.0 million discrete tax benefit for the U.S. federal refund claim, net of taxes on the associated interest. During the second quarter of 2024, the Company received the U.S. federal income tax refund and began amending applicable state tax returns to reflect the worthless stock deduction, resulting in the recognition of a $2.6 million discrete state tax benefit.

Previous report

Including the discrete tax benefits associated with the worthless stock deduction, which aggregated to $15.6 million, and the recognition of $1.7 million in excess tax benefits associated with stock-based compensation activity, the Company recognized income tax expense of $34.7 million for the nine months ended September 30, 2024, resulting in an effective tax rate of 17.3%. For the nine months ended September 30, 2023, the Company recognized income tax expense of $33.5 million, resulting in an effective tax rate of 23.2%. The Company’s income tax expense and effective tax rate for the nine months ended September 30, 2023 also included the effects of the recognition of $1.9 million in excess tax benefits associated with stock-based compensation activity and a $0.6 million benefit associated with changes in tax reserves.

Previous report

Net income for the three months ended September 30, 2024 increased by $10.6 million compared to the prior-year quarter, largely due to the aforementioned increase in income before taxes, partially offset by a $4.9 million increase in income tax expense.

Previous report

Net income for the nine months ended September 30, 2024 increased by $55.3 million compared to the prior-year period, largely due to the aforementioned increase in income before taxes, partially offset by a $1.2 million increase in income tax expense.

Previous report

Three months ended September 30, 2024 vs. three months ended September 30, 2023

Previous report

Total orders for the three months ended September 30, 2024 decreased by $22.1 million, or 6%, compared to the prior-year quarter. U.S. orders decreased by $7.0 million, primarily due to reductions in orders for safe-digging trucks, street sweepers, refuse trucks, hoists, road-marking and line-removal equipment, metal extraction support equipment, and industrial vacuum loaders of $18.2 million, $4.0 million, $3.4 million, $1.4 million, $1.0 million, $0.7 million, and $0.6 million, respectively. Partially offsetting these reductions were improvements in orders of aftermarket offerings, dump truck bodies, sewer cleaners, and trailers of $7.9 million, $7.0 million, $6.7 million, and $1.1 million, respectively. Non-U.S. orders decreased by $15.1 million, largely due to reductions in orders for sewer cleaners, metal extraction support equipment, safe-digging trucks, multi-purpose maintenance vehicles, refuse trucks, and street sweepers of $2.9 million, $2.5 million, $2.2 million, $2.1 million, $1.4 million, and $1.2 million, respectively.

Previous report

Net sales for the three months ended September 30, 2024 increased by $25.2 million, or 7%, compared to the prior-year quarter, primarily due to higher sales volumes and pricing actions. For the three months ended September 30, 2024, U.S. sales increased by $30.7 million, largely due to increases in sales of dump truck bodies, sewer cleaners, street sweepers, metal extraction support equipment, refuse trucks, and road-marking and line removal equipment of $9.7 million, $4.4 million, $4.0 million, $2.8 million, $1.9 million, and $1.6 million, respectively. Additionally, aftermarket revenues increased by $8.4 million. Partially offsetting these improvements was a $3.3 million reduction in sales of trailers. Non-U.S. sales decreased by $5.5 million, largely due to reductions in sales of safe-digging trucks, metal extraction support equipment, and refuse trucks of $2.3 million, $1.5 million, and $1.4 million, as well as a $0.7 million unfavorable foreign currency translation impact. Partially offsetting these reductions was a $1.4 million increase in aftermarket revenues.

Previous report

SEG&A expenses for the three months ended September 30, 2024 increased by $3.7 million, or 13%, compared to the prior-year quarter, primarily due to increases in marketing costs, sales commissions, and incentive-based compensation expense. As a percentage of net sales, SEG&A expenses were 8.1% in the current-year quarter, compared to 7.6% in the prior-year quarter.

Previous report

Operating income for the three months ended September 30, 2024 increased by $14.3 million, or 25%, compared to the prior-year quarter, largely due to a $17.7 million improvement in gross profit, a $0.2 million decrease in acquisition and integration-related expenses, and a $0.1 million reduction in amortization expense, partially offset by the $3.7 million increase in SEG&A expenses.

Previous report

Nine months ended September 30, 2024 vs. nine months ended September 30, 2023

Previous report

Total orders for the nine months ended September 30, 2024 decreased by $2.6 million compared to the prior-year period. U.S. orders decreased by $40.2 million, primarily due to reductions in orders for street sweepers, safe-digging trucks, trailers, multi-purpose maintenance vehicles, industrial vacuum loaders, road-marking and line-removal equipment, and metal extraction support equipment $48.7 million, $46.3 million, $9.4 million, $4.9 million, $2.0 million, $1.9 million, and $1.1 million, respectively. Partially offsetting these reductions were improvements in orders of dump truck bodies, aftermarket offerings, sewer cleaners, refuse trucks, waterblasting equipment, and hoists of $43.3 million, $12.2 million, $9.8 million, $3.1 million, $2.5 million, and $1.5 million, respectively. Non-U.S. orders increased by $37.6 million, largely due to a $31.8 million improvement in orders for refuse trucks, inclusive of certain large fleet orders, as well as increases in orders for street sweepers, multi-purpose maintenance vehicles, aftermarket offerings, dump truck bodies, and metal extraction support equipment of $6.1 million, $5.8 million, $4.3 million, $3.9 million, and $1.9 million, respectively. Partially offsetting these improvements were reductions in orders for sewer cleaners, industrial vacuum loaders, safe-digging trucks, and snow removal equipment of $9.7 million, $2.2 million, $2.2 million, and $1.1 million, respectively, as well as a $1.9 million unfavorable foreign currency translation impact.

Previous report

Net sales for the nine months ended September 30, 2024 increased by $96.2 million, or 9%, compared to the prior-year period, primarily due to higher sales volumes, inclusive of the effects of acquisitions, and pricing actions. For the nine months ended September 30, 2024, U.S. sales increased by $84.8 million, largely due to increases in sales of metal extraction support equipment, dump truck bodies, street sweepers, sewer cleaners, road-marking and line-removal equipment, safe-digging trucks, industrial vacuum loaders, metal extraction support equipment, refuse trucks and hoists of $19.1 million, $13.5 million, $10.1 million, $8.0 million, $7.9 million, $6.9 million, $3.6 million, $2.6 million and $2.6 million, respectively. Additionally, aftermarket revenues increased by $12.7 million. Partially offsetting these improvements was a $7.6 million reduction in sales of trailers. Non-U.S. sales increased by $11.4 million, largely due to increases in sales of multi-purpose maintenance vehicles, dump truck bodies, metal extraction support equipment, sewer cleaners and refuse trucks of $5.3 million, $4.0 million, $3.0 million, $2.0 million and $2.0 million, respectively. In addition, aftermarket revenues increased by $3.3 million. Partially offsetting these improvements were reductions in sales of safe-digging trucks and street sweepers of $4.1 million and $1.9 million, respectively, as well as a $1.6 million unfavorable foreign currency translation impact.

Previous report

Cost of sales for the nine months ended September 30, 2024 increased by $41.6 million, or 5%, compared to the prior-year period, primarily related to higher sales volumes, inclusive of the effects of acquisitions, and increased material costs. Gross profit margin for the nine months ended September 30, 2024 was 26.2%, compared to 23.4% in the prior-year period, with the improvement primarily attributable to improved operating leverage from higher sales volumes, benefits from pricing actions, and favorable sales mix.

Previous report

SEG&A expenses for the nine months ended September 30, 2024 increased by $9.4 million, or 11%, compared to the prior-year period, primarily due to additional costs from acquired businesses, as well as increases in marketing costs, sales commissions and incentive-based compensation expense. As a percentage of net sales, SEG&A expenses were 8.2% in the current-year period, compared to 8.1% in the prior-year period.

Previous report

Operating income for the nine months ended September 30, 2024 increased by $45.1 million, or 30%, compared to the prior-year period, largely due to a $54.6 million improvement in gross profit and a $0.2 million decrease in amortization expense, partially offset by the $9.4 million increase in SEG&A expenses and a $0.3 million increase in acquisition and integration-related expenses.

Previous report

Three months ended September 30, 2024 vs. three months ended September 30, 2023

Previous report

SEG&A expenses for the three months ended September 30, 2024 increased by $1.9 million, or 14%, compared to the prior-year quarter, primarily due to higher sales commissions and incentive-based compensation expense. As a percentage of net sales, SEG&A expenses were 20.8% in the current-year quarter, compared to 18.9% in the prior-year quarter.

Previous report

Nine months ended September 30, 2024 vs. nine months ended September 30, 2023

Previous report

Total orders for the nine months ended September 30, 2024 decreased by $0.9 million compared to the prior-year period. U.S. orders increased by $20.6 million, primarily due to improvements in orders for public safety equipment and industrial signaling equipment of $17.0 million and $4.0 million, respectively. Non-U.S. orders decreased by $21.5 million, primarily due to a $18.0 million reduction in orders for public safety equipment in comparison to the prior-year period, which included large fleet orders from customers in Mexico and Europe, as well as a $3.3 million reduction in orders for industrial signaling equipment.

Previous report

Net sales for the nine months ended September 30, 2024 increased by $19.0 million, or 9%, compared to the prior-year period, inclusive of the effects of higher sales volumes and pricing actions. U.S. sales increased by $25.8 million, driven by improvements in sales of public safety equipment, warning systems and industrial signaling equipment of $22.2 million, $2.2 million and $1.4 million, respectively. Non-U.S. sales decreased by $6.8 million, largely due to reductions in sales of industrial signaling equipment and public safety equipment of $4.2 million and $2.7 million, respectively.

Previous report

Cost of sales for the nine months ended September 30, 2024 increased by $4.0 million, or 3%, compared to the prior-year period, primarily related to higher sales volumes, partially offset by favorable product mix and lower material costs. Gross profit margin for the nine months ended September 30, 2024 was 42.2%, compared to 38.9% in the prior-year period, with the improvement primarily attributable to improved operating leverage from higher sales volumes, favorable sales mix, lower material costs, and benefits from pricing actions.

Previous report

SEG&A expenses for the nine months ended September 30, 2024 increased by $6.0 million, or 14%, compared to the prior-year period, primarily due to higher sales commissions and incentive-based compensation expense. As a percentage of net sales, SEG&A expenses were 20.8% in the current-year period, compared to 19.8% in the prior-year period.

Showing the first 40 of 43 passages. Open the source sections for the rest.

Reworded paragraphs (27)

Previous wording

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and should be read together with, the condensed consolidated financial statements and the accompanying notes contained in this Form 10-Q, as well as Federal Signal Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023. References herein to the “Company,” “we,” “our,” or “us” refer collectively to Federal Signal Corporation and its subsidiaries. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the condensed consolidated financial statements, (ii) the Company’s business segments and how the results of those segments impact the Company’s results of operations and financial condition as a whole and (iii) how certain accounting principles affect the Company’s condensed consolidated financial statements. The Company’s results for interim periods should not be regarded as necessarily indicative of results that may be expected for the entire year, which may differ materially due to, among other things, the risk factors described under Part I, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024.

Current wording

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and should be read together with, the condensed consolidated financial statements and the accompanying notes contained in this Form 10-Q, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Information in MD&A is intended to provide an analysis of our financial condition and results of operations from management’s perspective and assist the reader in obtaining an understanding of (i) the condensed consolidated financial statements, (ii) the Company’s business segments and how the results of those segments impact the Company’s results of operations and financial condition as a whole, and (iii) how certain accounting principles affect the Company’s condensed consolidated financial statements, and to provide discussion of material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be indicative of future operating results or future financial condition. The Company’s results for interim periods 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, 2024, which was filed with the SEC on February 26, 2025.

Previous wording

The Company is a leading global manufacturer and supplier of (i) vehicles and equipment for maintenance and infrastructure end-markets, including sewer cleaners, industrial vacuum loaders, vacuum- and hydro-excavation trucks (collectively, “safe-digging trucks”), street sweepers, waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers, metal extraction support equipment, and multi-purpose maintenance vehicles, and (ii) public safety equipment, such as vehicle lightbars and sirens, industrial signaling equipment, public warning systems, and general alarm/public address systems. In addition, we engage in the sale of parts, service and repair, equipment rentals, and training as part of a comprehensive aftermarket offering to our customer base. We operate 23 principal manufacturing facilities in five countries and provide products and integrated solutions to municipal, governmental, industrial, and commercial customers in all regions of the world.

Current wording

The Company is a leading global manufacturer and supplier of (i) vehicles and equipment for maintenance and infrastructure end-markets, including sewer cleaners, industrial vacuum loaders, vacuum- and hydro-excavation trucks (collectively, “safe-digging trucks”), street sweepers, waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers, metal extraction support equipment, and multi-purpose maintenance vehicles, and (ii) public safety equipment, such as vehicle lightbars and sirens, industrial signaling equipment, public warning systems, and general alarm/public address systems. In addition, we engage in the sale of parts, service and repair, equipment rentals, and training as part of a comprehensive aftermarket offering to our customer base. We operate 18 principal manufacturing facilities in the U.S., three in Canada, two in Europe, and one in South Africa and provide products and integrated solutions to municipal, governmental, industrial, and commercial customers in all regions of the world.

Previous wording

Operating income for the three months ended September 30, 2024 increased by $13.4 million, or 21%, compared to the prior-year quarter, primarily driven by a $22.7 million improvement in gross profit, a $0.1 million decrease in acquisition and integration-related expenses, and a $0.1 million reduction in amortization expense, partially offset by a $9.5 million increase in Selling, Engineering, General and Administrative (“SEG&A”) expenses. Consolidated operating margin for the three months ended September 30, 2024 was 16.0%, compared to 14.0% in the prior-year quarter.

Current wording

Operating income for the three months ended March 31, 2025 increased by $11.4 million, or 21%, compared to the prior-year quarter, primarily driven by a $14.8 million improvement in gross profit and a $0.3 million reduction in acquisition and integration-related expenses, net, partially offset by a $3.0 million increase in Selling, Engineering, General and Administrative (“SEG&A”) expenses and a $0.7 million increase in amortization expense. Consolidated operating margin for the three months ended March 31, 2025 was 14.2%, compared to 12.8% in the prior-year quarter.

Previous wording

Income before income taxes for the nine months ended September 30, 2024 increased by $56.5 million, or 39%, compared to the prior-year period. The increase resulted from the higher operating income, a $6.0 million reduction in interest expense, and a $0.6 million decrease in other expense.

Current wording

Income before income taxes for the three months ended March 31, 2025 increased by $11.1 million, or 22%, compared to the prior-year quarter. The increase resulted from the higher operating income and a $0.2 million reduction in interest expense, net, partially offset by a $0.5 million increase in other expense, net.

Previous wording

Total orders for the three months ended September 30, 2024 were $426 million, a reduction of $24 million, or 5%, as compared to the prior-year quarter. Our Environmental Solutions Group reported total orders of $353 million in the three months ended September 30, 2024, a reduction of $22 million, or 6%, in comparison to the prior-year quarter. Orders in the three months ended September 30, 2024 within our Safety and Security Systems Group were $73 million, a decrease of $2 million, or 3%, compared to the prior-year quarter.

Current wording

Total orders for the three months ended March 31, 2025 were $568 million, an increase of $65 million, or 13%, compared to the prior-year quarter. The Environmental Solutions Group reported total orders of $480 million in the three months ended March 31, 2025, an increase of $52 million, or 12%, in comparison to the prior-year quarter. Orders in the three months ended March 31, 2025 within the Safety and Security Systems Group were $88 million, an increase of $13 million, or 17%, compared to the prior-year quarter.

Previous wording

Our consolidated backlog at September 30, 2024 was $1.03 billion, an increase of $27 million, or 3%, compared to the prior-year quarter.

Current wording

Our consolidated backlog at March 31, 2025 was $1.10 billion, an increase of $3 million compared to the prior-year quarter.

Previous wording

Cost of sales increased by $5.1 million, or 2%, for the three months ended September 30, 2024 compared to the prior-year quarter, largely due to an increase of $7.5 million, or 3%, within the Environmental Solutions Group, primarily related to higher sales volumes and increased material costs. Within the Safety and Security Systems Group, cost of sales decreased by $2.4 million, or 5%, primarily related to favorable product mix and lower material costs, partially offset by higher sales volumes.

Current wording

Cost of sales increased by $24.1 million, or 8%, for the three months ended March 31, 2025 compared to the prior-year quarter, largely due to an increase of $21.1 million, or 8%, within the Environmental Solutions Group, primarily related to higher sales volumes and the addition of cost of sales from recent acquisitions. Within the Safety and Security Systems Group, cost of sales increased by $3.0 million, or 7%, primarily related to higher sales volumes.

Previous wording

Gross profit increased by $22.7 million, or 19%, for the three months ended September 30, 2024 compared to the prior-year quarter, primarily due to a $17.7 million improvement within the Environmental Solutions Group and a $5.0 million increase within the Safety and Security Systems Group. Gross profit as a percentage of revenues (“gross profit margin”) for the three months ended September 30, 2024 was 29.6%, compared to 26.4% in the prior-year quarter, primarily due to improvements within the Environmental Solutions Group and the Safety and Security Systems Group of 290 basis points and 530 basis points, respectively.

Current wording

Gross profit increased by $14.8 million, or 13%, for the three months ended March 31, 2025 compared to the prior-year quarter, primarily due to a $12.3 million improvement within the Environmental Solutions Group and a $2.5 million increase within the Safety and Security Systems Group. Gross profit as a percentage of revenues (“gross profit margin”) for the three months ended March 31, 2025 was 28.2%, compared to 27.3% in the prior-year quarter, primarily due to improvements within the Environmental Solutions Group of 110 basis points and the Safety and Security Systems Group of 30 basis points.

Previous wording

Interest expense, net, for the three and nine months ended September 30, 2024 decreased by $2.1 million and $6.0 million, respectively, compared to the corresponding periods of the prior year, largely due to reductions in average debt levels.

Current wording

Interest expense, net, for the three months ended March 31, 2025 decreased by $0.2 million compared to the prior-year quarter, largely due to reductions in average debt levels.

Previous wording

The Company recognized income tax expense of $18.7 million for the three months ended September 30, 2024, compared to $13.8 million in the prior-year quarter, with the increase primarily due to higher pre-tax income levels. The Company’s effective tax rate for the three months ended September 30, 2024 was 25.8%, compared to 24.2% in the prior-year quarter.

Current wording

The Company recognized income tax expense of $15.7 million for the three months ended March 31, 2025, compared to a benefit of $0.7 million in the three months ended March 31, 2024, with the increase primarily due to the effects of higher pre-tax income levels and the non-recurrence of a $13.0 million discrete tax benefit, which was recognized in the prior-year quarter when the Company was notified that certain U.S. federal tax returns, which had been amended in 2023 to claim a worthless stock deduction, had been approved by the relevant tax authorities. The Company’s effective tax rate for the three months ended

Previous wording

The following table summarizes the Environmental Solutions Group’s operating results as of and for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes the Environmental Solutions Group’s operating results as of and for the three months ended March 31, 2025 and 2024:

Previous wording

Cost of sales for the three months ended September 30, 2024 increased by $7.5 million, or 3%, compared to the prior-year quarter, primarily related to higher sales volumes and increased material costs. Gross profit margin for the three months ended September 30, 2024 was 27.1%, compared to 24.2% in the prior-year quarter, with the improvement primarily attributable to improved operating leverage from higher sales volumes, benefits from pricing actions, and favorable sales mix.

Current wording

Cost of sales for the three months ended March 31, 2025 increased by $21.1 million, or 8%, compared to the prior-year quarter, primarily related to higher sales volumes and the addition of cost of sales from recent acquisitions. Gross profit margin for the three months ended March 31, 2025 was 25.6%, compared to 24.5% in the prior-year quarter, with the improvement primarily attributable to improved operating leverage from higher sales volumes, benefits from pricing actions, and favorable sales mix.

Previous wording

The following table summarizes the Safety and Security Systems Group’s operating results as of and for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following table summarizes the Safety and Security Systems Group’s operating results as of and for the three months ended March 31, 2025 and 2024:

Previous wording

Total orders for the three months ended September 30, 2024 decreased by $2.2 million, or 3%, compared to the prior-year quarter. U.S. orders increased by $6.7 million, primarily due to improvements in orders for public safety equipment, warning systems and industrial signaling equipment of $2.6 million, $2.3 million and $1.8 million, respectively. Non-U.S. orders decreased by $8.9 million, primarily due to a $7.7 million reduction in orders for public safety equipment in comparison to the prior-year quarter, which included a large fleet order from a customer in Europe, as well as a $1.7 million reduction in orders for industrial signaling equipment.

Current wording

Total orders for the three months ended March 31, 2025 increased by $12.8 million, or 17%, compared to the prior-year quarter. U.S. orders increased by $9.6 million, primarily due to improvements in orders for public safety equipment of $8.3 million and warning systems of $2.8 million, partially offset by a $1.5 million reduction in orders for industrial signaling equipment. Non-U.S. orders increased by $3.2 million, primarily due to a $3.3 million improvement in orders for public safety equipment.

Previous wording

Net sales for the three months ended September 30, 2024 increased by $2.6 million, or 4%, compared to the prior-year quarter, inclusive of the effects of higher sales volumes and pricing actions. U.S. sales increased by $9.2 million, driven by increases in sales of public safety equipment and industrial signaling equipment of $7.7 million and $1.5 million, respectively. Non-U.S. sales decreased by $6.6 million, largely due to reductions in sales of public safety equipment, industrial signaling equipment and warning systems of $3.7 million, $1.6 million and $1.5 million, respectively.

Current wording

Net sales for the three months ended March 31, 2025 increased by $5.5 million, or 8%, compared to the prior-year quarter, inclusive of the effects of higher sales volumes. U.S. sales increased by $2.4 million, driven by increases in sales of public safety equipment of $1.1 million, industrial signaling equipment of $0.7 million, and warning systems of $0.6 million. Non-U.S. sales increased by $3.1 million, primarily due to a $4.7 million improvement in sales of public safety equipment, partially offset by reductions in industrial signaling equipment of $0.9 million and warning systems of $0.5 million.

Previous wording

Cost of sales for the three months ended September 30, 2024 decreased by $2.4 million, or 5%, compared to the prior-year quarter, primarily related to favorable product mix and lower material costs, partially offset by higher sales volumes. Gross profit margin for the three months ended September 30, 2024 was 42.9%, compared to 37.6% in the prior-year quarter, with the improvement primarily attributable to favorable sales mix, lower material costs, and benefits from pricing actions.

Current wording

Cost of sales for the three months ended March 31, 2025 increased by $3.0 million, or 7%, compared to the prior-year quarter, primarily related to higher sales volumes. Gross profit margin for the three months ended March 31, 2025 was 41.6%, compared to 41.3% in the prior-year quarter, with the improvement primarily attributable to favorable sales mix.

Previous wording

Operating income for the three months ended September 30, 2024 increased by $3.1 million, or 23%, compared to the prior-year quarter, primarily due to a $5.0 million improvement in gross profit, partially offset by the $1.9 million increase in SEG&A expenses.

Current wording

Operating income for the three months ended March 31, 2025 increased by $2.0 million, or 14%, compared to the prior-year quarter, primarily due to a $2.5 million improvement in gross profit, partially offset by the $0.5 million increase in SEG&A expenses.

Previous wording

Backlog was $980 million at September 30, 2024, compared to $939 million at September 30, 2023.

Current wording

Backlog was $69 million at March 31, 2025, compared to $62 million at March 31, 2024.

Previous wording

Corporate operating expenses for the nine months ended September 30, 2024 were $33.7 million, compared to $29.5 million in the prior-year period, with the increase primarily due to higher stock and incentive-based compensation expense, post-retirement expenses, and information technology costs, partially offset by a $1.8 million gain associated with an insurance recovery and lower medical expenses.

Current wording

Corporate operating expenses for the three months ended March 31, 2025 were $9.8 million, compared to $11.2 million in the prior-year quarter, with the decrease primarily due to reductions in post-retirement and stock compensation expenses, partially offset by the non-recurrence of a $1.8 million gain associated with an insurance recovery in the prior-year quarter.

Previous wording

The Company uses its cash flow from operations to fund growth and to make capital investments that sustain its operations, reduce costs, or both. Beyond these uses, remaining cash is used to pay down debt, repurchase shares, fund dividend payments and make pension contributions. The Company may also choose to invest in the acquisition of businesses, like the acquisition of substantially all the assets and operations of Standard Equipment Company that was completed on October 4, 2024. In the absence of significant unanticipated cash demands, we believe that the Company’s existing cash balances, cash flow from operations, and borrowings available under the Company’s credit facility will provide funds sufficient for these purposes.

Current wording

The Company uses its cash flow from operations to fund growth and to make capital investments that sustain its operations, reduce costs, or both. Beyond these uses, remaining cash is used to pay down debt, repurchase shares, fund dividend payments and make pension contributions. The Company may also choose to invest in the acquisition of businesses, like the acquisition of substantially all the assets and operations of Hog that was completed on February 12, 2025. In the absence of significant unanticipated cash demands, we believe that the Company’s existing cash balances, cash flow from operations, and borrowings available under the Company’s credit facility will provide funds sufficient for these purposes.

Previous wording

As of September 30, 2024, there was $107.0 million of cash drawn on the Revolver, $122.7 million outstanding under the term loan facility, and $11.1 million of undrawn letters of credit under the 2022 Credit Agreement, with $556.9 million of availability for borrowings. The net cash flows associated with the Company’s rental equipment transactions are included in cash flow from operating activities.

Current wording

As of March 31, 2025, there was $155.5 million of cash drawn on the Revolver, $120.3 million outstanding under the term loan facility, and $10.9 million of undrawn letters of credit under the 2022 Credit Agreement, with $508.6 million of availability for borrowings. The net cash flows associated with the Company’s rental equipment transactions are included in cash flow from operating activities.

Previous wording

The Company’s cash and cash equivalents totaled $73.7 million and $61.0 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024, $21.1 million of cash and cash equivalents was held by foreign subsidiaries. Cash and cash equivalents held by subsidiaries outside the U.S. typically are held in the currency of the country in which it is located. The Company uses this cash to fund the operating activities of its foreign subsidiaries and for further investment in foreign operations. Generally, the Company has considered such cash to be permanently reinvested in its foreign operations and the Company’s current plans do not demonstrate a need to repatriate such cash to fund U.S. operations. However, in the event that these funds are needed to fund U.S. operations or to satisfy U.S. obligations, they generally could be repatriated. The repatriation of these funds may cause the Company to incur additional U.S. income tax expense, dependent on income tax laws and other circumstances at the time any such amounts are repatriated.

Current wording

The Company’s cash and cash equivalents totaled $57.5 million as of March 31, 2025 and $91.1 million as of December 31, 2024. As of March 31, 2025, $21.5 million of cash and cash equivalents was held by foreign subsidiaries. Cash and cash equivalents held by subsidiaries outside the U.S. typically are held in the currency of the country in which it is located. The Company uses this cash to fund the operating activities of its foreign subsidiaries and for further investment in foreign operations. Generally, the Company has considered such cash to be permanently reinvested in its foreign operations and the Company’s current plans do not demonstrate a need to repatriate such cash to fund U.S. operations. However, in the event that these funds are needed to fund U.S. operations or to satisfy U.S. obligations, they generally could be repatriated. The repatriation of these funds may cause the Company to incur additional tax expense, dependent on income tax laws and other circumstances at the time any such amounts are repatriated.

Previous wording

Net cash of $140.7 million was provided by operating activities in the nine months ended September 30, 2024, compared to $91.0 million in the prior-year period, with the year-over-year increase primarily due to higher net income and working capital improvements, partially offset by higher incentive-based compensation payments.

Current wording

Net cash of $36.7 million was provided by operating activities in the three months ended March 31, 2025, compared to $31.3 million in the prior-year period, with the year-over-year increase primarily due to working capital improvements.

Previous wording

Net cash of $30.8 million was used for investing activities in the nine months ended September 30, 2024, compared to $75.7 million in the prior-year period. During the nine months ended September 30, 2024, the Company funded $32.1 million of capital expenditures. During the nine months ended September 30, 2023, the Company made initial payments of $41.9 million and $13.2 million to acquire Trackless and Blasters, respectively, and funded $21.4 million of capital expenditures.

Current wording

Net cash of $87.7 million was used for investing activities in the three months ended March 31, 2025, compared to $7.6 million in the prior-year period. During the three months ended March 31, 2025, the Company funded $5.6 million of capital expenditures and made an initial payment of $82.1 million to acquire Hog. During the three months ended March 31, 2024, the Company funded $8.4 million of capital expenditures.

Previous wording

Net cash of $97.2 million was used for financing activities in the nine months ended September 30, 2024, compared to $21.2 million in the prior-year period. In the nine months ended September 30, 2024, the Company paid down $64.4 million of borrowings under the Revolver and $1.6 million under its term loan facility, funded cash dividends of $22.0 million and share repurchases of $4.5 million, and redeemed $6.0 million of stock in order to remit funds to tax authorities to satisfy employees’ tax withholdings following the vesting of stock-based compensation and the exercise of stock options. In the nine months ended September 30, 2023, the Company increased debt borrowings by $4.6 million, funded cash dividends of $17.7 million and share repurchases of $4.3 million, and redeemed $5.6 million of stock in order to remit funds to tax authorities to satisfy employees’ tax withholdings following the vesting of stock-based compensation and the exercise of stock options. During the nine months ended September 30, 2023, the Company also paid $0.5 million to settle the contingent consideration obligation due to the former owners of MRL, and received $2.3 million from stock option exercises.

Current wording

Net cash of $16.9 million was provided by financing activities in the three months ended March 31, 2025, whereas in the prior-year period, net cash of $35.3 million was used for financing activities. In the three months ended March 31, 2025, the Company increased net borrowings under the Revolver by $64.2 million, paid $11.5 million to acquire a previously-leased manufacturing facility, funded cash dividends of $8.6 million and share repurchases of $18.5 million, and redeemed $8.6 million of stock in order to remit funds to tax authorities to satisfy employees’ tax withholdings following the vesting of stock-based compensation and the exercise of stock options. In the three months ended March 31, 2024, the Company paid down $23.5 million of borrowings under the Revolver and $0.8 million under its term loan facility, funded cash dividends of $7.3 million and share repurchases of $0.1 million, and redeemed $4.1 million of stock in order to remit funds to tax authorities to satisfy employees’ tax withholdings following the vesting of stock-based compensation and the exercise of stock options.

Previous wording

The Company anticipates that capital expenditures for 2024 will be in the range of $35 million to $40 million.

Current wording

The Company anticipates that capital expenditures for 2025 will be in the range of $40 million to $50 million.

Previous wording

During the nine months ended September 30, 2024, there have been no material changes in the Company’s contractual obligations and off-balance sheet arrangements as described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Current wording

During the three months ended March 31, 2025, there have been no material changes in the Company’s contractual obligations and off-balance sheet arrangements as described in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Income before income taxes for the three months ended September 30, 2024 increased by $15.5 million, or 27%, compared to the prior-year quarter. The increase resulted from the higher operating income and a $2.1 million reduction in interest expense.