FSS US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide information that is supplemental to, and shall be read together with, the consolidated financial statements and the accompanying notes contained in this Form 10-K. Information in MD&A is intended to assist the reader in obtaining an understanding of (i) the 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 consolidated financial statements.

Executive Summary

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, safe-digging trucks, street sweepers, waterblasting equipment, road-marking and line-removal equipment, dump truck bodies, trailers and metal extraction support equipment, 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 20 manufacturing facilities in five countries and provide products and integrated solutions to municipal, governmental, industrial and commercial customers in all regions of the world.

As described in Note 17 – Segment Information to the accompanying consolidated financial statements, the Company’s business units are organized in two reportable segments: the Environmental Solutions Group and the Safety and Security Systems Group.

Coronavirus Update

The coronavirus pandemic adversely impacted our operating results for the year ended December 31, 2020. As market conditions have gradually improved, we have seen strong recovery in customer demand, with orders for the year ended December 31, 2021 increasing by $492 million, or 47%, compared to the prior year. This order improvement has contributed to a record backlog of $629 million as of December 31, 2021.

However, the pace of economic recovery in many countries and high levels of demand have placed significant pressure on global supply chains, which has been exacerbated by labor shortages and transportation challenges. In particular, there have been significant global shortages in semi-conductors and component parts, which among other things has led to a decline in the availability of chassis in North America. These supply chain disruptions have impacted our ability to obtain certain raw materials and purchased components that are necessary to our production processes, including the ability to obtain a sufficient quantity of chassis from third-party suppliers to maximize production efficiencies and deliver products to our customers. With these supply chain challenges, we have also experienced increases in the cost of raw materials, such as steel, and have taken measures designed to mitigate the associated impacts. While we were able to largely mitigate these issues during the year ended December 31, 2021, we cannot provide any assurance that such mitigation efforts will be successful in addressing further supply chain disruption, especially with respect to chassis, which may impact our ability to service our customers, effectively roll out and realize price increases to offset the effects of commodity inflation and sustain our profit margins.

We continue to closely monitor the impact of the pandemic, and its emerging variants, on our business, including how it is affecting our employees, customers, supply chain and distribution network. The overall magnitude of the direct and indirect impact of the pandemic on our operating and financial results remains uncertain and will largely depend on the duration of the pandemic and the measures implemented in response, as well as the effect on our customers and suppliers.

Operating and Financial Performance in 2021

Despite the challenges created by the coronavirus pandemic, the Company was able to sustain a high level of financial performance and make progress against several long-term objectives in 2021. Included among the Company’s highlights in 2021 were the following:

•Orders exceeded $1.5 billion for the first time in the Company’s history, and were up $492 million, or 47%, from last year.

•Backlog at December 31, 2021 was $629 million, a new Company record, and more than double the backlog at the end of last year.

•Net sales for the year ended December 31, 2021 were $1.2 billion, an increase of $82 million, or 7% from last year.

•For the year ended December 31, 2021, we reported operating income and income from continuing operations of $130.7 million and $100.6 million, respectively.

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•On a consolidated basis, we reported adjusted EBITDA* of $180.5 million for the year ended December 31, 2021, which translated to an adjusted EBITDA margin* of 14.9%, towards the high-end of our target range.

•Cash flow from continuing operating activities for the year ended December 31, 2021 was $101.8 million.

•With the positive operating cash flow, we ended the year with $41 million of cash and $209 million of availability for borrowings under our $500 million credit facility, which was executed in July 2019. The five-year facility can be increased by an additional $250 million for acquisitions.

•With our strong balance sheet, positive operating cash flow, and capacity under our revolving credit facility, we are well positioned to continue to invest in internal growth initiatives, pursue strategic acquisitions and consider ways to return value to stockholders, as we did during 2021:

◦Our capital expenditures in 2021 were approximately $37 million, most of which related to the acquisition of our Elgin, Illinois manufacturing facility, which we had previously leased. We also continued to make strategic investments for the future by purchasing new machinery and equipment aimed at gaining operating efficiencies and expanding capacity at several of our production facilities.

◦We continue to invest in new product development and are encouraged that these efforts will provide additional opportunities to further diversify our customer base, penetrate new end-markets or gain access to new geographic regions.

◦We completed three acquisitions in 2021, with the addition of OSW, Ground Force and Deist providing us with opportunities to expand our geographic footprint and augment our specialty vehicle product offerings.

◦We demonstrated our commitment to returning value to our stockholders by paying cash dividends of $22.0 million, and spending $15.4 million repurchasing shares under our authorized repurchase program.

•Our eighty-twenty improvement initiatives remain a critical part of our culture and we continue to focus on reducing product costs and improving manufacturing efficiencies across all our businesses.

•To highlight our ongoing focus on operating in a socially responsible and sustainable manner, we published our second annual Sustainability Report in November 2021.

*The Company uses adjusted earnings before interest, tax, depreciation and amortization (“adjusted EBITDA”) and the ratio of adjusted EBITDA to net sales (“adjusted EBITDA margin”) as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. Refer to the Results of Operations section for further discussion regarding these non-GAAP metrics and a reconciliation of each to the most comparable GAAP measure for each of the periods presented.

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Results of Operations

The following table summarizes our Consolidated Statements of Operations as of, and for the years ended, December 31, 2021, 2020 and 2019, and illustrates the key financial indicators used to assess our consolidated financial results:

For the Years Ended December 31, Change

Restructuring — 1.3 — (1.3) 1.3

Pension settlement charges 10.3 — — 10.3 —

Other (income) expense, net (1.7) 1.1 0.6 (2.8) 0.5

Gain from discontinued operations and disposal, net of tax — 0.1 0.1 (0.1) —

Other data:

(a)The Company uses adjusted EBITDA and adjusted EBITDA margin as additional measures which are representative of its underlying performance and to improve the comparability of results across reporting periods. We believe that investors use versions of these metrics in a similar manner. For these reasons, the Company believes that adjusted EBITDA and adjusted EBITDA margin are meaningful metrics to investors in evaluating the Company’s underlying financial performance. Adjusted EBITDA is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other income/expense, income tax expense, depreciation and amortization expense and the impact of adoption of a new lease accounting standard, where applicable. Adjusted EBITDA margin is a non-GAAP measure that represents the total of income from continuing operations, interest expense, pension settlement charges, acquisition and integration-related (benefits) expenses, restructuring activity, coronavirus-related expenses, purchase accounting effects, other income/expense, income tax expense, depreciation and amortization expense and the impact of adoption of a new lease accounting standard, where applicable, divided by net sales for the applicable period(s). Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.

A discussion of changes in the Company’s financial condition and results of operations during the year ended December 31, 2020 compared to the year ended December 31, 2019 has been omitted from this Annual Report on Form 10-K, but may be found under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

Year ended December 31, 2021 vs. year ended December 31, 2020

Net sales

Net sales for the year ended December 31, 2021 increased by $82.4 million, or 7%, compared to the prior year. The Environmental Solutions Group reported a net sales increase of $88.2 million, or 10%, primarily due to a $55.8 million

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improvement in aftermarket revenues, inclusive of a $30.0 million increase in used equipment sales, increases in sales of dump truck bodies, industrial vacuum loaders and waterblasting equipment of $27.4 million, $7.5 million and $6.9 million, respectively, and a $12.2 million favorable foreign currency translation impact. Partially offsetting these improvements were reductions in shipments of street sweepers and sewer cleaners of $14.5 million and $13.8 million, respectively. Within the Safety and Security Systems Group, net sales decreased by $5.8 million, or 3%, primarily due to reductions in sales of public safety equipment and warning systems of $7.7 million and $2.5 million, respectively, partially offset by a $2.2 million increase in sales of industrial signaling equipment and a $2.2 million favorable foreign currency translation impact.

Cost of sales

For the year ended December 31, 2021, cost of sales increased by $87.3 million, or 10%, compared to the prior year, largely due to an increase of $90.1 million, or 13%, within the Environmental Solutions Group, primarily related to increased sales volumes, inclusive of current-year acquisition effects, higher material costs, an $11.6 million unfavorable foreign currency translation impact and a $3.8 million increase in depreciation expense. Within the Safety and Security Systems Group, cost of sales decreased by $2.8 million, or 2%, primarily related to lower sales volumes, partially offset by a $1.6 million unfavorable foreign currency translation impact and higher material and freight costs.

Gross profit

For the year ended December 31, 2021, gross profit decreased by $4.9 million, or 2%, compared to the prior year, primarily due to reductions of $3.0 million and $1.9 million within the Safety and Security Systems Group and Environmental Solutions Group, respectively. Gross profit as a percentage of net sales (“gross profit margin”) for the year ended December 31, 2021 was 23.8%, compared to 26.0% in the prior year, primarily driven by reductions within the Environmental Solutions Group and Safety and Security Systems Group of 220 basis points and 40 basis points, respectively.

Selling, engineering, general and administrative (“SEG&A”) expenses

For the year ended December 31, 2021, SEG&A expenses remained consistent with the prior year, with a $1.5 million reduction in Corporate SEG&A expenses being largely offset by a $1.4 million increase within the Environmental Solutions Group. As a percentage of net sales, SEG&A expenses decreased from 13.2% in the prior year, to 12.3% in the current year.

Operating income

Operating income for the year ended December 31, 2021 decreased by $0.7 million, or 1%, compared to the prior year, largely due to the $4.9 million reduction in gross profit and a $1.3 million increase in amortization expense, partially offset by a $4.2 million decrease in acquisition-related costs and the non-recurrence of $1.3 million of restructuring charges that were recognized in the prior year. Consolidated operating margin for the year ended December 31, 2021 was 10.8%, compared to 11.6% in the prior year.

Interest expense

Interest expense for the year ended December 31, 2021 decreased by $1.2 million, or 21%, compared to the prior year, largely due to lower average debt levels in comparison to the prior year.

Pension settlement charges

During the year ended December 31, 2021, the Company recognized a pension settlement charge of $10.3 million in connection with the purchase of a group annuity contract from an insurance company, under which approximately $25 million of the projected benefit obligation of the Company’s U.S. defined benefit plan was transferred to the insurance company. For further discussion, see Note 11 – Pension and Other Post-Employment Plans to the accompanying consolidated financial statements.

Other (income) expense, net

For the year ended December 31, 2021, Other (income) expense, net, totaled $1.7 million of income, largely due to the recognition of $1.1 million of net periodic pension benefit and $0.3 million of foreign currency transaction gains. For the year ended December 31, 2020, Other (income) expense, net, totaled $1.1 million of expense, largely due to the recognition of a $2.3 million charge associated with the withdrawal from a multi-employer pension plan, partially offset by $0.5 million of net periodic pension benefit and $0.4 million of foreign currency transaction gains.

Income tax expense

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The Company recognized income tax expense of $17.0 million for the year ended December 31, 2021, compared to $28.5 million for the year ended December 31, 2020. The reduction in income tax expense in the current year was primarily due to the recognition of a $3.4 million tax benefit associated with the release of state valuation allowances and a $3.3 million tax benefit associated with the remeasurement of deferred taxes for changes in state tax apportionment, both of which resulted from a change in tax status during the year, a $2.0 million increase in excess tax benefits from stock compensation activity and the effects of lower pre-tax earnings. Including these items, the Company’s effective tax rate for the year ended December 31, 2021 was 14.5%, compared to 22.9% in 2020. For further discussion, see Note 10 – Income Taxes to the accompanying consolidated financial statements.

Income from continuing operations

Income from continuing operations for the year ended December 31, 2021 increased by $4.5 million, or 5%, compared to the prior year, largely due to a $11.5 million decrease in income tax expense, the $2.8 million increase in other income and the $1.2 million reduction in interest expense, partially offset by the recognition of the $10.3 million pension settlement charge and the reduced operating income.

Adjusted EBITDA

Adjusted EBITDA for the year ended December 31, 2021 was $180.5 million, compared to $182.2 million in the prior year. Adjusted EBITDA margin for the year ended December 31, 2021 was 14.9%, compared to 16.1% in the prior year.

The following table summarizes the Company’s adjusted EBITDA and adjusted EBITDA margin and reconciles income from continuing operations to adjusted EBITDA for each of the three years in the period ended December 31, 2021:

For the Years Ended December 31,

Income from continuing operations $ 100.6 $ 96.1 $ 108.4

Add (less):

Pension settlement charges 10.3 — —

Acquisition and integration-related (benefits) expenses (2.1) 2.1 2.5

Restructuring — 1.3 —

Coronavirus-related expenses (a) 1.2 2.3 —

Purchase accounting effects (b) 0.3 0.3 0.2

Other (income) expense, net (1.7) 1.1 0.6

(a)Coronavirus-related expenses relate to direct expenses incurred in connection with the Company's response to the coronavirus pandemic, that are incremental to, and separable from, normal operations. Such expenses primarily relate to incremental paid time off provided to employees and costs incurred to implement enhanced workplace safety protocols.

(b)Purchase accounting effects represent the step-up in the valuation of equipment acquired in recent business combinations that was sold during the periods presented.

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Environmental Solutions

The following table summarizes the Environmental Solutions Group’s operating results as of, and for the years ended, December 31, 2021, 2020 and 2019:

For the Years Ended December 31, Change

Other data:

Year ended December 31, 2021 vs. year ended December 31, 2020

Total orders increased by $457.3 million, or 54%, for the year ended December 31, 2021. U.S. orders increased by $416.6 million, or 63%, primarily due to improvements in orders for sewer cleaners, street sweepers, dump truck bodies, safe-digging trucks, trailers, industrial vacuum loaders, metal extraction support equipment and road-marking and line-removal equipment of $103.9 million, $67.6 million, $46.7 million, $37.3 million, $24.7 million, $21.3 million, $15.1 million and $10.4 million, respectively. In addition, upon acquiring OSW, Ground Force and Deist, we acquired a backlog of U.S. orders aggregating to $36.3 million, while aftermarket demand also increased by $36.3 million. Non-U.S. orders increased by $40.7 million, or 22%, primarily due to a $17.2 improvement in aftermarket demand, increases in orders for sewer cleaners, dump truck bodies, and industrial vacuum loaders of $7.9 million, $6.9 million, and $3.5 million, respectively, and a $11.9 million favorable foreign currency translation impact. In addition, upon acquiring OSW, Ground Force and Deist, we acquired a backlog of non-U.S. orders aggregating to $5.0 million. Partially offsetting these improvements was a $14.3 million reduction in orders for refuse trucks, primarily associated with the timing of large fleet orders in the prior-year period.

Net sales increased by $88.2 million, or 10%, for the year ended December 31, 2021. U.S. sales increased by $58.2 million, or 8%, largely due to a $40.1 million increase in aftermarket revenues and a $22.1 million increase in sales of dump truck bodies, partially offset by a $12.0 million reduction in shipments of sewer cleaners. Non-U.S. sales increased by $30.0 million, or 18%, primarily due to a $15.7 million improvement in aftermarket revenues, a $5.3 million increase in sales of dump truck bodies and a $12.2 million favorable foreign currency translation impact, partially offset by a $6.7 million reduction in shipments of street sweepers.

Cost of sales increased by $90.1 million, or 13%, for the year ended December 31, 2021, primarily due to increased sales volumes, inclusive of current-year acquisition effects, higher material costs, an $11.6 million unfavorable foreign currency translation impact and a $3.8 million increase in depreciation expense. Including these factors, gross profit margin for the year ended December 31, 2021 was 21.1%, compared to 23.3% in the prior year, with the impact of higher material costs and production inefficiencies associated with supply chain disruptions being partially offset by pricing actions and a more favorable sales mix, associated with the increase in aftermarket demand.

SEG&A expenses increased by $1.4 million, or 2%, for the year ended December 31, 2021, primarily due to the addition of expenses from current-year acquisitions. As a percentage of net sales, SEG&A expenses decreased from 8.6% in the prior year, to 8.0% in the current year.

Operating income decreased by $3.8 million, or 3%, for the year ended December 31, 2021, largely due to a $1.9 million reduction in gross profit, the $1.4 million increase in SEG&A expenses and a $1.3 million increase in amortization expense, partially offset by the non-recurrence of $0.7 million of restructuring charges that were recognized in the prior year and a $0.1 million decrease in acquisition-related costs.

Backlog was $576.4 million at December 31, 2021, compared to $282.5 million at December 31, 2020.

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Safety and Security Systems

The following table summarizes the Safety and Security Systems Group’s operating results as of, and for the years ended, December 31, 2021, 2020 and 2019:

For the Years Ended December 31, Change

Other data:

Year ended December 31, 2021 vs. year ended December 31, 2020

Total orders increased by $34.4 million, or 17%, for the year ended December 31, 2021. U.S. orders increased by $15.6 million, or 12%, compared to the prior year, driven by improvements in orders for public safety equipment and industrial signaling equipment of $12.2 million and $6.3 million, respectively, partially offset by a $2.9 million reduction in orders for warning systems. Non-U.S. orders increased by $18.8 million, or 23%, due to improvements in orders for public safety equipment and industrial signaling equipment of $15.8 million and $3.0 million, respectively, as well as a $2.7 million favorable foreign currency translation impact, partially offset by a $2.7 million reduction in orders for warning systems.

Net sales decreased by $5.8 million, or 3%, for the year ended December 31, 2021. U.S. sales decreased by $3.7 million, or 3%, driven by reductions in sales of warning systems and public safety equipment of $4.2 million and $1.3 million, respectively, partially offset by a $1.8 million increase in sales of industrial signaling equipment. Non-U.S. sales decreased by $2.1 million, or 2%, largely due to a $6.4 million reduction in sales of public safety equipment, partially offset by an increase in sales of warning systems of $1.7 million, as well as a $2.2 million favorable foreign currency translation impact.

Cost of sales decreased by $2.8 million, or 2%, for the year ended December 31, 2021, primarily related to lower sales volumes, partially offset by a $1.6 million unfavorable foreign currency translation impact and higher material and freight costs. Gross profit margin for the year ended December 31, 2021 was 36.9%, compared to 37.3% in the prior year, with the decrease primarily attributable to the impact of higher material and freight costs.

SEG&A expenses increased by $0.1 million for the year ended December 31, 2021. As a percentage of net sales, SEG&A expenses were 21.2% in the current year, compared with 20.6% in the prior year.

Operating income decreased by $2.8 million, or 8%, for the year ended December 31, 2021, primarily due to a $3.0 million reduction in gross profit, partially offset by the non-recurrence of $0.3 million of restructuring charges that were recognized in the prior year.

Backlog was $52.5 million at December 31, 2021, compared to $21.4 million at December 31, 2020.

Corporate Expense

Corporate operating expenses were $22.5 million, $28.4 million and $30.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.

For the year ended December 31, 2021, corporate operating expenses decreased by $5.9 million, primarily due to a $4.1 million decrease in acquisition and integration-related expenses, of which $3.5 million related to a reduction in the estimated fair value of contingent consideration, as well as lower incentive-based compensation costs.

The Company’s hearing loss litigation has historically been managed by the Company’s legal staff resident at the corporate office and not by management at either segment. In accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting, which provides that segment reporting should follow the management of the item and that certain expenses may be corporate expenses, these legal expenses (which are not part of the normal operating activities of any of our reportable segments) are reported and managed as corporate expenses.

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Financial Condition, Liquidity and Capital Resources

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. 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 2019 Credit Agreement will provide funds sufficient for these purposes. The net cash flows associated with the Company’s rental equipment transactions are included in cash flow from operating activities.

The Company’s cash and cash equivalents totaled $40.5 million, $81.7 million and $31.6 million as of December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, $18.2 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 indefinitely 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 were 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 were repatriated.

Net cash provided by operating activities totaled $101.8 million, $136.2 million and $103.1 million in 2021, 2020 and 2019, respectively. The reduction in cash generated by operating activities in 2021 compared to the prior year was primarily due to a $13.2 million increase in income tax payments associated with tax planning initiatives, as well as differences in the timing of certain payments, with the prior year benefiting from the deferral of $7.3 million of payroll tax payments under the Coronavirus Aid, Relief, and Economic Security Act, of which, $3.7 million was remitted in the current year. The year-over-year change also reflects increases in working capital, primarily due to the strategic stocking of critical inventory components, such as chassis, to support demand levels and partially mitigate current supply chain constraints.

Net cash used for investing activities totaled $168.7 million, $34.4 million and $84.4 million in 2021, 2020 and 2019, respectively. In each of the years presented, cash was used to fund the purchase of properties and equipment, with $37.4 million, $29.7 million and $35.4 million of capital expenditures in 2021, 2020 and 2019, respectively. Capital expenditures in 2021 included the acquisition of the Company’s Elgin, Illinois manufacturing facility for $19.8 million, whereas capital expenditures in 2020 and 2019 included the expansion of a number of the Company’s other production facilities. In addition, as discussed further in Note 2 – Acquisitions to the accompanying consolidated financial statements, the Company completed three acquisitions during 2021 for aggregate initial consideration of $131.8 million, excluding cash acquired. In 2020, the Company paid $6.2 million to acquire certain assets and operations of Public Works Equipment and Supply, Inc. (“PWE”) and received $0.8 million as part of the finalization of certain post-closing adjustments in connection with the acquisition of MRL, which it acquired in 2019 for an initial $49.6 million, net of cash acquired.

Net cash of $26.4 million was provided by financing activities in 2021, compared to a net cash usage of $53.4 million and $24.6 million in 2020 and 2019, respectively. In 2021, the Company borrowed $70.5 million under its revolving credit facility, primarily to fund current-year acquisitions, and received $4.2 million from stock option exercises. The Company also funded cash dividends and share repurchases of $22.0 million and $15.4 million, respectively, and redeemed $10.7 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 2020, the Company paid down $11.8 million of net borrowings, funded cash dividends and share repurchases of $19.4 million and $13.7 million, respectively, and redeemed $9.1 million of stock in order to remit funds to tax authorities to satisfy employees’ minimum tax withholdings. In 2019, the Company increased net borrowings by $7.4 million, primarily to fund the acquisition of MRL. In addition, the Company funded payments of $10.3 million relating to acquisitions completed in 2016, paid cash dividends of $19.3 million, incurred $1.0 million of debt refinancing costs, repurchased $1.0 million of treasury stock, and redeemed $2.1 million of stock to satisfy employees’ tax withholdings.

On July 30, 2019, the Company entered into the 2019 Credit Agreement, by and among the Company (the “U.S. Borrower”) and certain of its foreign subsidiaries (collectively, the “Borrowers”), Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, JPMorgan Chase Bank, N.A. as syndication agent, and the other lenders and parties signatory thereto.

The 2019 Credit Agreement is a $500 million revolving credit facility, maturing on July 30, 2024, that provides for borrowings in the form of loans or letters of credit up to the aggregate availability under the facility, with a sub-limit of $75 million for letters of credit. The 2019 Credit Agreement allows for the Borrowers to borrow in denominations of U.S. Dollars, Canadian Dollars, Euros or British Pounds (with borrowings in non-U.S. currencies subject to a sublimit of $200 million). In addition, the Company may cause the commitments to increase by up to an additional $250 million, subject to the approval of the applicable

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lenders providing such additional financing. Borrowings under the 2019 Credit Agreement may be used for working capital and general corporate purposes, including acquisitions.

The Company’s material domestic subsidiaries provide guarantees for all obligations of the Borrowers under the 2019 Credit Agreement, which is secured by a first priority security interest in (i) all existing or hereafter acquired domestic property and assets of the U.S. Borrower and material domestic subsidiaries, (ii) the stock or other equity interests in each of the material domestic subsidiaries and (iii) 65% of outstanding voting capital stock of certain first-tier foreign subsidiaries, subject to certain exclusions.

Borrowings under the 2019 Credit Agreement bear interest, at the Company’s option, at a base rate or a Eurocurrency or SONIA daily rate (as each is defined in the 2019 Credit Agreement), plus, in each case, an applicable margin. The applicable margin ranges from zero to 0.75% for base rate borrowings and 1.00% to 1.75% for Eurocurrency or SONIA daily rate borrowings. The Company must also pay a commitment fee to the lenders ranging between 0.10% to 0.25% per annum on the unused portion of the $500 million revolving credit facility along with other standard fees. Letter of credit fees are payable on outstanding letters of credit in an amount equal to the applicable Eurocurrency or SONIA daily rate margin plus other customary fees.

The Company is subject to certain net leverage ratio and interest coverage ratio financial covenants under the 2019 Credit Agreement that are to be measured at each fiscal quarter-end. The Company was in compliance with all such covenants as of December 31, 2021. The 2019 Credit Agreement also includes a series of “covenant holiday” periods, which allow for the temporary increase of the minimum net leverage ratio following the completion of a permitted acquisition, or a series of acquisitions, when the aggregate consideration over a period of twelve months exceeds $75 million. In addition, the 2019 Credit Agreement includes customary negative covenants, subject to certain exceptions, restricting or limiting the Company’s and its subsidiaries’ ability to, among other things: (i) make non-ordinary course dispositions of assets; (ii) make certain fundamental business changes, such as mergers, consolidations or any similar combination; (iii) make restricted payments, including dividends and stock repurchases; (iv) incur indebtedness; (v) make certain loans and investments; (vi) create liens; (vii) transact with affiliates; (viii) enter into sale/leaseback transactions; (ix) make negative pledges; and (x) modify subordinated debt documents.

Under the 2019 Credit Agreement, restricted payments, including dividends and stock repurchases, shall be permitted if (i) the Company’s leverage ratio is less than or equal to 3.25; (ii) the Company is in compliance with all other financial covenants; and (iii) there are no existing defaults under the 2019 Credit Agreement. If its leverage ratio is more than 3.25, the Company is still permitted to fund (i) up to $35 million of dividend payments and stock repurchases in any fiscal year; and (ii) an incremental $50 million of other cash payments in the aggregate during the term of the 2019 Credit Agreement.

The 2019 Credit Agreement contains customary events of default. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the 2019 Credit Agreement and the commitments from the lenders may be terminated.

As of December 31, 2021, there was $280.7 million of cash drawn and $10.1 million of undrawn letters of credit under the 2019 Credit Agreement, with $209.2 million of net availability for borrowings.

The following table summarizes the gross borrowings and gross payments under the Company’s revolving credit facilities:

For the Years Ended December 31,

Aggregate maturities of total borrowings due amount to approximately $0.6 million in 2022, $0.5 million in 2023, $281.2 million in 2024, and $0.5 million in 2025. The weighted average interest rate on long-term borrowings was 1.5% at December 31, 2021.

The Company paid interest of $3.9 million in 2021, $5.4 million in 2020 and $7.8 million in 2019.

The Company paid income taxes of $35.5 million in 2021, $22.3 million in 2020 and $25.7 million in 2019.

Cash dividends of $22.0 million, $19.4 million and $19.3 million were declared and paid to stockholders in 2021, 2020 and 2019, respectively.

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On February 16, 2022, the Company completed the acquisition of its University Park, Illinois manufacturing facility for approximately $28 million. Excluding this acquisition, the Company anticipates that capital expenditures for 2022 will be in the range of $25 million to $30 million. The Company believes that its financial resources and major sources of liquidity, including cash flow from operations and borrowing capacity, will be adequate to meet its operating needs, capital needs and financial commitments.

Contractual Obligations and Off-Balance Sheet Arrangements

The following table summarizes the Company’s contractual obligations and payments due by period as of December 31, 2021:

Payments Due by Period

(in millions) Total Less than1 Year 2-3 Years 4-5 Years More than5 Years

Long-term debt $ 280.7 $ — $ 280.7 $ — $ —

Interest payments on long-term debt (a) 12.3 4.1 8.2 — —

Finance lease obligations 2.1 0.6 1.0 0.5 —

Pension contributions (d) 1.0 1.0 — — —

Contingent earn-out payments (e) 2.7 0.7 2.0 — —

(a) Amounts represent estimated contractual interest payments on outstanding long-term debt.

(b) Amounts include contractual obligations associated with lease arrangements with an initial term of twelve months or less, which are not recorded on the Consolidated Balance Sheets. For further discussion, see Note 4 – Leases to the accompanying consolidated financial statements.

(c) Purchase obligations primarily relate to commercial chassis and other contracts in the ordinary course of business.

(d) The Company expects to contribute up to $1.0 million to the non-U.S. benefit plan in 2022, which represents the minimum required contribution. The Company does not currently expect to make any contributions to the U.S. benefit plan in 2022. Future contributions to the plans will be based on such factors as (i) annual service cost, (ii) the financial return on plan assets, (iii) interest rate movements that affect discount rates applied to plan liabilities and (iv) the value of benefit payments made. Due to the high degree of uncertainty regarding the potential future cash outflows associated with these plans, the Company is unable to provide a reasonably reliable estimate of the amounts and periods in which any additional liabilities might be paid.

(e) Represents the fair value of the contingent earn-out payments associated with the acquisitions of MRL and Deist. For further discussion, see Note 2 – Acquisitions to the accompanying consolidated financial statements.

(f) As of December 31, 2021, the Company had a liability of approximately$1.2 million for unrecognized tax benefits. For further discussion, see Note 10 – Income Taxes to the accompanying consolidated financial statements. Due to the uncertainties related to these tax matters, the Company generally cannot make a reasonably reliable estimate of the period of cash settlement for this liability. As such, the potential future cash outflows are not included in the table above. We do not expect any significant change to our unrecognized tax benefits as a result of potential expiration of statute of limitations and settlements with tax authorities.

The following table summarizes the Company’s off-balance sheet arrangements and the notional amount by expiration period as of December 31, 2021:

Notional Amount by Expiration Period

(in millions) Total Less than1 Year 2-3 Years 4-5 Years

Financial standby letters of credit (a) $ 9.8 $ 9.8 $ — $ —

Performance standby letters of credit (a) 0.3 0.3 — —

Performance and bid bonds (b) 18.5 18.1 0.4 —

Repurchase obligations (c) 2.7 0.6 1.3 0.8

Total off-balance sheet arrangements $ 31.3 $ 28.8 $ 1.7 $ 0.8

(a) Financial standby letters of credit largely relate to casualty insurance policies for the Company’s workers’ compensation, automobile, general liability and product liability policies. Performance standby letters of credit primarily represent guarantees of performance of certain subsidiaries that engage in transactions with foreign customers.

(b) Performance and bid bonds primarily relate to guarantees of performance of certain subsidiaries that engage in transactions with domestic and foreign customers.

(c) Relates to certain transactions that the Company has entered into involving the sale of equipment to certain of its customers which included (i) guarantees to repurchase the equipment for a fixed price at a future date and (ii) guarantees to repurchase the equipment from the third-party lender in the event of default by the customer. For further discussion, see Note 12 – Commitments and Contingencies to the accompanying consolidated financial statements.

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Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) 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 could differ from those estimates. The Company considers the following policies to be the most critical in understanding the judgments that are involved in the preparation of the Company’s consolidated financial statements and the uncertainties that could impact the Company’s financial condition, results of operations or cash flow.

Goodwill

Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or more frequently if indicators of impairment exist. The Company performed its annual goodwill impairment test as of October 31, 2021.

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with ASC 350, Intangibles – Goodwill and Other.

A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value. In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the reporting unit, including, but not limited to: the results of prior quantitative assessments performed; changes in the carrying amount; actual and projected financial performance; relevant market data for both the Company and its guideline comparable companies; industry outlook; and macroeconomic conditions. Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. In this situation, the Company would not be required to perform the quantitative impairment test described below.

A quantitative approach is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and no impairment charge is required. If the carrying amount of a reporting unit exceeds its fair value, this difference is recorded as an impairment charge not to exceed the carrying amount of goodwill. The Company generally determines the fair value of its reporting units using both the income and market approaches.

Under the income approach, the key assumptions include projected sales, cost of sales, operating expenses and earnings before interest, income taxes, depreciation and amortization (“EBITDA”). These assumptions are determined by management utilizing our internal operating plan, including growth rates for revenues and operating expenses and margin assumptions. An additional key assumption under this approach is the discount rate, which is determined by reviewing current risk-free rates of capital and current market interest rates and by evaluating the risk premium relevant to the reporting unit. If the Company’s assumptions relative to growth rates were to change, the fair value calculation may change, which could result in impairment.

Under the market approach, the Company estimates fair value using marketplace fair value data from within a comparable industry grouping of publicly traded companies and from pricing multiples implied from sales of companies similar to the Company’s reporting units. The Company’s selection of comparable guideline companies is a key assumption underlying the market approach. Similar to the income approach discussed above, sales, cost of sales, operating expenses, EBITDA and their respective growth rates are also key assumptions utilized. The market prices of the Company’s common stock and other guideline companies are additional key inputs. If these market prices increase, the estimated market value would increase. Conversely, if market prices decrease, the estimated market value would decrease.

The results of these two methods are weighted based upon management’s evaluation of the relevance of the two approaches.

Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from estimated financial results due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on either the fair value of the reporting units, the amount of any goodwill impairment charge, or both. The Company also compares the sum of the estimated fair values of its reporting units to the overall fair value of the Company implied by its market capitalization. This comparison provides an indication that, in total, assumptions and estimates are reasonable. Future declines in the overall market value of the Company may also result in a conclusion that the fair value of one or more reporting units has declined below its carrying value.

In 2021, the Company performed a combination of qualitative and quantitative impairment tests to assess the goodwill of its reporting units for potential impairment. For one reporting unit, a quantitative impairment test was performed, using a combination of the income and market approaches to determine the fair value of the reporting unit. The valuation was prepared

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by a third-party valuation specialist. One measure of the sensitivity of assumptions used in the impairment analysis is the amount by which each reporting unit “passed” (fair value exceeds the carrying value). The fair value of the reporting unit exceeded its carrying value by more than 20%, and, therefore, no impairment was recognized. For its other reporting units, the Company applied the qualitative approach to assess the goodwill of its reporting units for potential impairment and concluded that it was not “more likely than not” that the fair value of the Company’s reporting units were less than their carrying values. Accordingly, further quantitative testing was not required to be performed.

The Company had no goodwill impairments in 2021, 2020 or 2019. For all reporting units, a 10% decrease in the estimated fair value would have had no effect on the carrying value of goodwill at the annual measurement date in 2021. However, adverse changes to the Company’s business environment and future cash flow could cause us to record impairment charges in future periods, which could be material. See Note 8 – Goodwill and Other Intangible Assets to the accompanying consolidated financial statements for a summary of the Company’s goodwill by segment.

Indefinite-lived Intangible Assets

An intangible asset determined to have an indefinite useful life is not amortized. Indefinite-lived intangible assets are tested for impairment on an annual basis at year-end, or more frequently if an event occurs or circumstances change that indicate the fair value of an indefinite-lived intangible asset could be below its carrying amount. The Company’s indefinite-lived intangible assets include trade names associated with acquisitions.

In testing the indefinite-lived intangibles assets for potential impairment, the Company applies either a qualitative test, or a quantitative test, in accordance with ASC 350, Intangibles — Goodwill and Other. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of the indefinite-lived intangible assets are less than their carrying value. A quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

Significant judgment is applied when evaluating whether an intangible asset has an indefinite useful life and in testing for impairment. The Company primarily uses the relief from royalty model to estimate the fair value of the indefinite-lived intangible assets. The relief from royalty model requires management to make a number of business and valuation assumptions including future revenue growth and royalty rates.

In 2021, the Company performed a combination of qualitative and quantitative impairment tests over its indefinite-lived intangible assets. The fair value of the indefinite-lived intangible asset that was quantitatively tested for impairment exceeded its carrying value by approximately 50%, and, therefore, no impairment was recognized. This valuation was prepared by a third-party valuation specialist. Further, the Company concluded that it was not “more likely than not” that the fair value of indefinite-lived intangible assets that were qualitatively tested for impairment were less than the carrying amounts. Accordingly, further quantitative testing was not required to be performed.

The Company had no indefinite-lived intangible asset impairments in 2021, 2020 or 2019. Although the Company believes its estimates of fair value are reasonable, actual financial results could differ from estimated financial results due to the inherent uncertainty involved in making such estimates. The use of alternative estimates and assumptions could increase or decrease the estimated fair value of the assets and potentially result in different impacts to the Company’s results of operations. Actual results may differ from the Company’s estimates.

See Note 8 – Goodwill and Other Intangible Assets to the accompanying consolidated financial statements for a summary of the Company’s indefinite-lived intangible assets.

Revenue Recognition

Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied; generally this occurs at a point in time, with the transfer of control of the Company’s products or services to customers. For most of the Company’s product sales, these criteria are met at the time the product is shipped; however, occasionally control passes later or earlier than shipment due to customer contract or letter of credit terms. In circumstances where credit is extended, payment terms generally range from 30 to 120 days and customer deposits may be required.

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring products or providing services. Expected returns and allowances are estimated and recognized based primarily on an analysis of historical experience, with Net sales presented net of such returns and allowances.

The Company enters into sales arrangements that may provide for multiple performance obligations to a customer. These arrangements may include software and non-software components that function together to deliver the products’ essential

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functionality. The Company identifies all performance obligations that are to be delivered separately under the sales arrangement and allocates revenue to each performance obligation based on its relative standalone selling price. The Company uses an observable price to determine the standalone selling price or a cost plus margin approach when one is not available. In general, performance obligations include hardware, integration and installation services. The allocated revenue for each performance obligation is recognized as such performance obligations are satisfied.

Net sales include sales of products and billed freight related to product sales. Freight has not historically comprised a material component of Net sales. The Company has elected to account for such shipping and handling activities as a fulfillment cost and not as a separate performance obligation. Taxes collected from customers and remitted to governmental authorities are recorded on a net basis and are excluded from Net sales.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The Company is subject to market risk associated with changes in interest rates and foreign exchange rates. To mitigate this risk, the Company may utilize derivative financial instruments, including interest rate swaps and foreign currency forward contracts. The Company does not hold or issue derivative financial instruments for trading or speculative purposes and is not party to leveraged derivatives contracts.

Interest Rate Risk

The Company has certain debt instruments which subject it to market risk associated with movements in interest rates. The fair value of the Company’s total debt obligations held at December 31, 2021 was $282.8 million. From time to time, the Company may enter into interest rate swaps as a means of fixing the floating interest rate component on its variable-rate debt. At December 31, 2021, the Company had one interest rate swap outstanding. That swap had a notional amount of $75.0 million, and fixed the floating interest rate component on $75.0 million of the Company’s variable-rate debt. See Note 9 – Debt to the accompanying consolidated financial statements for a description of the Company’s debt agreements and interest rate swaps that were in place during 2021. A hypothetical 1% increase or decrease in variable interest rates on the Company’s total debt obligations as of December 31, 2021 would increase or decrease annual interest expense by approximately $2.1 million.

Foreign Exchange Rate Risk

Although the majority of the Company’s sales, expenses and cash flow are transacted in U.S. dollars, the Company has exposure to changes in foreign exchange rates, primarily the Canadian Dollar, Euro and British pound. The impact of currency movements on the Company’s financial results is largely mitigated by natural hedges in its operations. The Canadian operations of JJE primarily conduct business in Canadian dollars. Almost all other sales of product from the U.S. to other parts of the world are denominated in U.S. dollars. Sales from and within other currency zones are predominantly transacted in the currency of the country sourcing the product or service. Approximately 76% of the Company’s net sales are conducted within the U.S. and are transacted in U.S. dollars. The Company estimates that a 10% appreciation of the U.S. dollar against other currencies would reduce full-year net sales by approximately 2% and operating income by approximately 2%.

The Company may also have foreign currency exposures related to buying and selling in currencies other than the local currency in which it operates and to certain balance sheet positions. If such transactional or balance sheet exposures are material, the Company may enter into matching foreign currency forward contracts from time to time to protect against variability in exchange rates.

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Item 8. Financial Statements and Supplementary Data.

FEDERAL SIGNAL CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) 31

Consolidated Balance Sheets as of December 31, 2021 and 2020 36

Notes to Consolidated Financial Statements 39

Note 1 – Summary of Significant Accounting Policies 39

Note 2 – Acquisitions 43

Note 3 – Revenue Recognition 50

Note 4 – Leases 51

Note 5 – Inventories 53

Note 6 – Properties and Equipment, Net 53

Note 7 – Rental Equipment, Net 53

Note 8 – Goodwill and Other Intangible Assets 54

Note 9 – Debt 54

Note 10 – Income Taxes 56

Note 11 – Pension and Other Post-Employment Plans 59

Note 12 – Commitments and Contingencies 64

Note 13 – Legal Proceedings 65

Note 14 – Earnings Per Share 69

Note 15 – Stock-based Compensation 70

Note 16 – Stockholders’ Equity 73

Note 17 – Segment Information 75

Note 18 – Fair Value Measurements 77

Note 19 – New Accounting Pronouncements (Issued but Not Yet Adopted) 78

Note 20 – Subsequent Events 78

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Federal Signal Corporation

Oak Brook, Illinois

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Federal Signal Corporation and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes and the schedule listed in the Index at Part IV, Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Refer to Notes 1 and 8 to the financial statements

Critical Audit Matter Description

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with ASC 350, Intangibles – Goodwill and Other. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value.

A quantitative approach is performed by comparing the fair value of a reporting unit with its carrying amount (“quantitative assessment”).

For reporting units tested for impairment using the quantitative assessment, the Company determines the fair value of each reporting unit using both the income approach and the market approach. The income approach requires management to make a number of business and valuation assumptions for each reporting unit including annual assumptions of projected sales, cost of sales, operating expenses, earnings before interest, income taxes, depreciation, and amortization (“EBITDA”), and discount rates. The market approach requires management to estimate fair value using marketplace fair value data derived from a comparable industry grouping of publicly traded companies and from pricing multiples implied from sales of companies similar to the Company’s reporting units (“market multiples”). The Company’s goodwill balance was $432.2 million as of December 31, 2021. No impairment was recognized in 2021.

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We identified the valuation of goodwill for one of the Company’s reporting units as a critical audit matter due to the reporting unit’s historical performance as compared to projections and because the determination of reporting unit fair value was based on significant assumptions that are sensitive to changes and are affected by expected future market and economic conditions. Auditing management’s judgments used in the quantitative assessment regarding significant assumptions related to projected sales, cost of sales, operating expenses, and EBITDA (“forecasts”) as well as the selection of market multiples applied to management’s projected sales and EBITDA estimates for this reporting unit required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s forecasts and the selection of market multiples for this reporting unit included the following, among others:

•We tested the design and operating effectiveness of controls over the annual goodwill impairment assessment, including those over the forecasts and the market multiples.

•We evaluated management’s ability to accurately forecast projected sales, cost of sales, operating expenses, and EBITDA by comparing actual results to management’s historical forecasts.

•We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

◦Internal communications to management and the Board of Directors.

◦Comparing the forecasts to historical results, third-party economic research, industry performance, and peer company performance.

◦Actual results from the October 31, 2021, annual measurement date to December 31, 2021.

•We performed sensitivity analyses to evaluate the risk of impairment if key assumptions are changed.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) market multiples by performing certain procedures, that included:

◦Evaluating whether the fair value models being used are appropriate considering the Company’s circumstances and valuation premise identified.

◦Evaluating the market multiples by considering (1) the selected comparable industry grouping of publicly traded companies, (2) the selected sales of companies similar to the Company’s reporting units, and (3) the adjustments made for differences in growth prospects and risk profiles between the reporting unit and the comparable industry grouping of publicly traded companies.

◦Testing the underlying source information and mathematical accuracy of the calculations.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1, 2022

We have served as the Company’s auditor since 2013.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Federal Signal Corporation

Oak Brook, Illinois

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Federal Signal Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

As described in Management's Annual Report on Internal Control over Financial Reporting, management excluded from its assessment, the internal control over financial reporting at OSW Equipment & Repair, LLC (“OSW”), Ground Force Manufacturing LLC (“Ground Force”), and Deist Industries, Inc. (“Deist”), which were acquired on February 17, 2021, October 4, 2021, and December 30, 2021, respectively, and whose financial statements constitute approximately 4% of total assets and 4% of net sales of the consolidated financial statement amounts (excluding lease-related assets, goodwill and intangible assets, which were integrated into the Company’s control environment) as of and for the year ended December 31, 2021. Accordingly, our audit did not include the internal control over financial reporting at OSW, Ground Force, and Deist.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois

March 1, 2022

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31,

Selling, engineering, general and administrative expenses 149.2 149.2 164.4

Acquisition and integration-related (benefits) expenses (2.1) 2.1 2.5

Restructuring — 1.3 —

Pension settlement charges 10.3 — —

Other (income) expense, net (1.7) 1.1 0.6

Gain from discontinued operations and disposal, net of tax — 0.1 0.1

Basic earnings per share:

Earnings from continuing operations $ 1.65 $ 1.59 $ 1.80

Earnings from discontinued operations and disposal, net of tax — 0.00 0.00

Diluted earnings per share:

Earnings from continuing operations $ 1.63 $ 1.56 $ 1.76

Earnings from discontinued operations and disposal, net of tax — 0.00 0.00

Weighted average shares outstanding:

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31,

Other comprehensive income (loss):

Change in foreign currency translation adjustment (4.7) 8.4 1.8

Total other comprehensive income (loss) 17.5 (2.6) 8.2

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31,

(in millions, except per share data) 2021 2020

ASSETS

Current assets:

Cash and cash equivalents $ 40.5 $ 81.7

Prepaid expenses and other current assets 25.4 11.8

Properties and equipment, net 141.9 106.9

Operating lease right-of-use assets 29.8 21.9

Deferred tax assets 8.4 9.5

Deferred charges and other long-term assets 8.7 3.8

Long-term assets of discontinued operations — 0.2

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accrued liabilities:

Compensation and withholding taxes 29.9 30.3

Current operating lease liabilities 8.8 8.2

Other current liabilities 44.4 44.7

Current liabilities of discontinued operations — 0.1

Long-term borrowings and finance lease obligations 282.2 209.8

Long-term operating lease liabilities 22.1 15.5

Long-term pension and other post-retirement benefit liabilities 40.4 54.0

Deferred tax liabilities 53.2 53.7

Other long-term liabilities 13.8 24.5

Long-term liabilities of discontinued operations — 0.8

Stockholders’ equity:

Capital in excess of par value 256.7 240.8

Treasury stock, at cost, 8.0 and 7.3 shares, respectively (151.0) (119.8)

Accumulated other comprehensive loss (74.2) (91.7)

Total liabilities and stockholders’ equity $ 1,366.1 $ 1,208.8

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

Operating activities:

Net gain on discontinued operations and disposal — (0.1) (0.1)

Deferred financing costs 0.3 0.3 0.3

Stock-based compensation expense 7.6 8.4 8.8

Pension settlement charges 10.3 — —

Pension-related expense, net of funding (3.8) (6.6) (0.1)

Changes in fair value of contingent consideration (3.5) (0.1) 1.0

Payments for acquisition-related activity — — (3.1)

Deferred income taxes, including change in valuation allowance (6.5) 5.8 3.3

Changes in operating assets and liabilities:

Accounts receivable 2.5 8.6 (4.7)

Prepaid expenses and other current assets (2.6) (0.6) (2.2)

Customer deposits 3.9 1.7 (5.1)

Accrued liabilities (5.5) (1.2) 2.8

Net cash provided by continuing operating activities 101.8 136.3 103.4

Net cash used for discontinued operating activities — (0.1) (0.3)

Investing activities:

Purchases of properties and equipment (37.4) (29.7) (35.4)

Payments for acquisition-related activity (131.8) (5.4) (49.6)

Net cash used for investing activities (168.7) (34.4) (84.4)

Financing activities:

Increase (decrease) in revolving lines of credit, net 70.5 (11.8) 7.4

Payments of debt financing fees — — (1.0)

Purchases of treasury stock (15.4) (13.7) (1.0)

Payments for acquisition-related activity — — (10.3)

Cash dividends paid to stockholders (22.0) (19.4) (19.3)

Proceeds from stock compensation activity 4.2 0.6 1.7

Other, net (0.2) — —

Net cash provided by (used for) financing activities 26.4 (53.4) (24.6)

(Decrease) increase in cash and cash equivalents (41.2) 50.1 (5.8)

Cash and cash equivalents at beginning of year 81.7 31.6 37.4

Cash and cash equivalents at end of year $ 40.5 $ 81.7 $ 31.6

See notes to consolidated financial statements.

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FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Total other comprehensive income 8.2 8.2

Cash dividends declared ($0.32 per share) (19.3) (19.3)

Stock-based payments:

Stock-based compensation 8.1 8.1

Stock option exercises and other 0.4 3.6 (2.6) 1.4

Performance share unit transactions 0.1 (0.1) (0.9) (0.9)

Stock repurchase program (1.0) (1.0)

Total other comprehensive loss (2.6) (2.6)

Cash dividends declared ($0.32 per share) (19.4) (19.4)

Stock-based payments:

Stock-based compensation 7.8 7.8

Stock option exercises and other 0.7 4.6 (10.2) (4.9)

Performance share unit transactions 0.2 (0.2) (2.9) (2.9)

Stock repurchase program (13.7) (13.7)

Total other comprehensive income 17.5 17.5

Cash dividends declared ($0.36 per share) (22.0) (22.0)

Stock-based payments:

Stock-based compensation 7.0 7.0

Stock option exercises and other 0.9 9.1 (12.0) (2.0)

Performance share unit transactions 0.2 (0.2) (3.8) (3.8)

Stock repurchase program (15.4) (15.4)

See notes to consolidated financial statements.

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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.

The Company’s fiscal year ends on December 31. All references to 2021, 2020 and 2019 relate to the fiscal year unless otherwise indicated.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements represent the consolidation of Federal Signal Corporation and its subsidiaries and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”).

Intercompany balances and transactions have been eliminated in consolidation. During the current year, the Company is separately presenting Amortization expense on the Consolidated Statements of Operations. Accordingly, prior-year amounts have been reclassified from Selling, engineering, general and administrative (“SEG&A”) expenses to conform to current-year presentation.

New Accounting Standards Adopted in 2021

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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 adopted this guidance on a prospective basis effective January 1, 2021. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

Non-U.S. Operations

Assets and liabilities of non-U.S. subsidiaries, other than those whose functional currency is the U.S. dollar, are translated at current exchange rates with the related translation adjustments reported in stockholders’ equity as a component of Accumulated other comprehensive loss. Accounts within the Consolidated Statements of Operations are translated at the average exchange rate during the period. Non-monetary assets and liabilities are translated at historical exchange rates.

The Company incurs foreign currency transaction gains or losses, related to transactions that are denominated in a currency other than the functional currency, which are recognized in the Consolidated Statements of Operations as a component of Other (income) expense, net. For the years ended December 31, 2021, 2020 and 2019, the Company realized foreign currency transaction gains of $0.3 million, $0.4 million and $0.1 million, respectively.

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 could differ from those estimates.

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Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The carrying amount of cash and cash equivalents approximates fair value because of the short-term maturity and highly liquid nature of these instruments.

Accounts Receivable

The Company carries accounts receivable at the face amount less an allowance for doubtful accounts for estimated losses as a result of a customer’s inability to make required payments. Management evaluates the aging of the accounts receivable balances, the financial condition of its customers, historical trends and the time outstanding of specific balances to estimate the amount of accounts receivables that may not be collected in the future and records the appropriate provision.

Inventories

The Company’s inventories are valued at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Included in the cost of inventories are raw materials, direct wages and associated production costs.

Properties and Equipment

Properties and equipment are stated at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Useful lives generally range from eight to 40 years for buildings and three to 15 years for machinery and equipment. Leasehold improvements are depreciated over the shorter of the remaining life of the lease or the useful life of the improvement. Depreciation expense is primarily included as a component of Cost of sales on the Consolidated Statements of Operations, with depreciation expense associated with certain assets used for administrative purposes being presented within SEG&A expenses. Depreciation expense, which includes depreciation on rental equipment, was $39.5 million, $35.2 million and $32.7 million in the years ended December 31, 2021, 2020 and 2019, respectively.

Properties and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Rental Equipment

The Company enters into lease agreements with customers related to the rental of certain equipment. All of these leasing agreements are classified as operating leases and are for periods generally not to exceed five years. In accounting for these leases, the cost of the equipment purchased or manufactured by the Company is recorded as an asset and is depreciated over its estimated useful life. Rental income is recognized ratably over the term of the underlying leases.

Rental equipment is depreciated to an estimated residual value on a straight-line basis over the estimated useful lives of the assets and is reviewed for potential impairment whenever an event occurs or circumstances change that indicate the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares non-discounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on a non-discounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Rental equipment includes certain equipment that is manufactured by the Company and subsequently transferred to the rental fleet, as well as equipment purchased from third-party manufacturers, for the purpose of renting to end-customers. The related cash flow activity associated with these transactions is reflected within operating activities on the Consolidated Statements of Cash Flows.

Goodwill

Goodwill represents the excess of the cost of an acquired business over the amounts assigned to its net assets. Goodwill is not amortized but is tested for impairment at a reporting unit level on an annual basis or more frequently if indicators of impairment exist. The Company performed its annual goodwill impairment test as of October 31, 2021.

In testing the goodwill of its reporting units for potential impairment, the Company applies either a qualitative or quantitative test, in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other.

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A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of a reporting unit is less than its carrying value. In this situation, the Company would not be required to perform the quantitative impairment test described below.

A quantitative approach is performed by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and no impairment charge is required. If the carrying amount of a reporting unit exceeds its fair value, this difference is recorded as an impairment charge not to exceed the carrying amount of goodwill. The Company generally determines the fair value of its reporting units using both the income and market approaches.

Under the income approach, the key assumptions include projected sales, cost of sales, operating expenses and the discount rate. Under the market approach, the Company estimates fair value using marketplace fair value data from within a comparable industry grouping. The results of these two methods are weighted based upon management’s evaluation of the relevance of the two approaches.

In 2021 and 2020, the Company performed a combination of qualitative and quantitative impairment tests to assess the goodwill of its reporting units for potential impairment. For one reporting unit, a quantitative impairment test was performed, using a combination of the income and market approaches to determine the fair value of the reporting unit. The fair value of the reporting unit exceeded its carrying values by more than 20%, and therefore, no impairment was recognized. For its other reporting units, the Company applied the qualitative approach to assess the goodwill of its reporting units for potential impairment and concluded that it was not “more likely than not” that the fair value of the Company’s reporting units were less than their carrying values. Accordingly, further quantitative testing was not required to be performed.

In 2019, the Company applied the quantitative approach to assess the goodwill of its reporting units for potential impairment, using a combination of the income and market approaches to determine the fair value of its reporting units. The fair values of the Company’s reporting units exceeded their carrying values by more than 20% and, therefore, no impairment was recognized.

The Company had no goodwill impairments in 2021, 2020 or 2019. See Note 8 – Goodwill and Other Intangible Assets for a summary of the Company’s goodwill by segment.

Intangible Assets

Definite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives and are tested for impairment if indicators exist in a manner similar to that described above for Rental Equipment.

Indefinite-lived intangible assets are tested for impairment on an annual basis at October 31, or more frequently if an event occurs or circumstances change that indicate the fair value of an indefinite-lived intangible asset could be below its carrying amount. In testing the indefinite-lived intangibles assets for potential impairment, the Company applies either a qualitative test, or a quantitative test, in accordance with ASC 350. A qualitative approach may be applied when the Company concludes that it is not “more likely than not” that the fair value of the indefinite-lived intangible assets are less than their carrying value. A quantitative impairment test consists of comparing the fair value of the indefinite-lived intangible asset with its carrying amount. An impairment loss would be recognized for the carrying amount in excess of its fair value.

In 2021, 2020 and 2019, the Company performed a combination of qualitative and quantitative impairment tests over its indefinite-lived intangible assets. The fair value of the indefinite-lived intangible assets that were quantitatively tested for impairment significantly exceeded their carrying value, and therefore, no impairment was recognized. Further, the Company concluded that it was not “more likely than not” that the fair value of indefinite-lived intangible assets that were qualitatively tested for impairment were less than the carrying amounts. Accordingly, further quantitative testing was not required to be performed.

The Company had no indefinite-lived intangible asset impairments in 2021, 2020 or 2019. See Note 8 – Goodwill and Other Intangible Assets for a summary of the Company’s intangible assets.

Warranties

Warranties are classified as either assurance-type or service-type warranties. A warranty is considered an assurance-type warranty if it provides the customer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service-type warranty. The Company offers certain limited warranties that are assurance-type warranties and extended service arrangements that are service-type warranties. Assurance-type warranties

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are not accounted for as separate performance obligations under the revenue model. If a service-type warranty is sold with a product or separately, revenue is recognized over the life of the warranty.

Sales of many of the Company’s products include assurance-type warranties based on terms that are generally accepted in the Company’s marketplaces. The Company records provisions for estimated warranty costs, which are included within Cost of sales, at the time of sale based on historical experience. The Company periodically adjusts these provisions to reflect actual experience. Infrequently, a material warranty issue can arise which is beyond the scope of the Company’s historical experience. The Company records costs related to these issues as they become probable and estimable.

The Company also sells optional service-type warranty contracts that extend coverage beyond the initial term of the express warranty period. At the time of sale, revenue related to the service-type warranty contract is deferred and typically recognized as revenue on a straight-line basis over the life of the contract. As of December 31, 2021 and 2020, deferred revenue associated with service-type warranty contracts was $4.0 million and $4.2 million, respectively, and was included within Other current liabilities and Other long-term liabilities on the Consolidated Balance Sheets. Costs under service-type warranty contracts are expensed as incurred.

Workers’ Compensation and Product Liability Reserves

Due to the nature of the Company’s manufacturing and products, the Company is subject to claims for workers’ compensation and product liability in the normal course of business. The Company is self-funded for a portion of these claims. The Company establishes a reserve using a third-party actuary for any known outstanding matters, including a reserve for claims incurred but not yet reported. The amount and timing of cash payments relating to these claims are considered to be reliably determinable given the nature of the claims and historical claim volumes to support the actuarial assumptions and judgments used to derive the expected loss payment patterns. As such, the reserves recorded are discounted using a risk-free rate that matches the average duration of the claims.

The Company has not established a reserve for potential losses resulting from the firefighter hearing loss litigation, with the exception of certain estimated losses that have been recognized related to settlement discussions (see Note 13 – Legal Proceedings). If the Company is not successful in its defense after exhausting all appellate options, it would record a charge for such claims, to the extent they exceed insurance recoveries, when the related losses become probable and estimable.

Pensions

The Company sponsors domestic and foreign defined benefit pension plans. Key assumptions used in the accounting for these employee benefit plans include the discount rate, expected long-term rate of return on plan assets and estimates of future mortality of plan participants.

The weighted-average discount rate used to measure pension liabilities and costs is selected using a hypothetical portfolio of high-quality bonds that would provide the necessary cash flow to match the projected benefit payments of the plans. The discount rate represents the rate at which our benefit obligations could effectively be settled as of the year-end measurement date. The weighted-average discount rate used to measure pension liabilities increased from 2020 to 2021. See Note 11 – Pension and Other Post-Employment Plans for further discussion.

The expected long-term rate of return on plan assets is based on historical and expected returns for the asset classes in which the plans are invested. The Company references published mortality tables and scales in determining its estimate of future mortality.

Revenue Recognition

See Note 3 – Revenue Recognition for discussion regarding the Company’s revenue recognition accounting policies.

Product Shipping Costs

Product shipping costs are expensed as incurred and are included within Cost of sales.

Research and Development

The Company invests in research to support development of new products and the enhancement of existing products and services. Expenditures for research and development by the Company were $11.4 million in 2021, $12.2 million in 2020 and $13.6 million in 2019, and are included within SEG&A expenses.

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Stock-Based Compensation Plans

The Company has various stock-based compensation plans, described more fully in Note 15 – Stock-Based Compensation. Stock-based compensation expense is recorded net of estimated forfeitures in the Company’s Consolidated Statements of Operations. The Company estimates the forfeiture rate based on historical forfeitures of equity awards and adjusts the rate to reflect changes in facts and circumstances, if any. The Company revises its estimated forfeiture rate if actual forfeitures differ from its initial estimates.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carryforwards. Deferred tax assets and liabilities at the end of each period are determined using enacted tax rates expected to apply to taxable income in the period in which the deferred tax liability or asset is expected to be settled or realized. A valuation allowance is established or maintained when, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will not be realized.

The Company files a consolidated U.S. federal income tax return for Federal Signal Corporation and its eligible domestic subsidiaries. The Company’s non-U.S. subsidiaries file income tax returns in their respective local jurisdictions. The Company accounts for taxes on Global Intangible Low-Taxed Income (“GILTI”) as a period expense in the year in which it is incurred.

Accounting standards on accounting for uncertainty in income taxes address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under the guidance on accounting for uncertainty in income taxes, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company presents interest and penalties related to income tax matters as a component of Income tax expense.

Litigation Contingencies

The Company is subject to various claims, including pending and possible legal actions for product liability and other damages, and other matters arising in the ordinary course of the Company’s business. The Company believes, based on current knowledge and after consultation with counsel, that the outcome of such claims and actions in the aggregate will not have an adverse effect on the Company’s financial position or results of operations. However, in the event of unexpected future developments, it is possible that the ultimate resolution of such matters, if unfavorable, could have a material adverse effect on the Company’s results of operations. Professional legal fees are expensed when incurred. The Company accrues for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions of contingent losses are different from actual results, adjustments are made in subsequent periods to reflect more current information.

NOTE 2 – ACQUISITIONS

The Company’s acquisitions are accounted for in accordance with ASC 805, Business Combinations. In accordance with this guidance, the fair value of consideration transferred is allocated to assets acquired and liabilities assumed based on their estimated fair values as of the completion of the acquisition, with the remaining amount recognized as goodwill. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations.

Under ASC 805-10, acquisition-related costs (e.g., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. Acquisition-related costs are included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations.

Acquisitions Completed in 2021

During the year ended December 31, 2021, the Company completed three acquisitions. The assets and liabilities of each of the acquisitions have been consolidated into the Company’s Consolidated Balance Sheet as of December 31, 2021, and the results

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of operations of each of the acquisitions have been included in the Consolidated Statement of Operations, within the Environmental Solutions Group, from their respective acquisition dates through December 31, 2021. Collectively, these acquisitions generated net sales and operating income of $44.3 million and $0.6 million, respectively, during the year ended December 31, 2021. All of the acquisitions were accounted for as business combinations in accordance with ASC 805.

Acquisition of Deist

On December 30, 2021, the Company completed the acquisition of substantially all of the assets and operations of each of Deist Industries, Inc.; Bucks Fabricating, LLC; Roll-Off Parts, LLC and Switch-N-Go, LLC (collectively, “Deist”). Deist designs, manufactures and sells interchangeable truck body systems for class 3-7 vehicles in the work truck industry and a full line of waste hauling products, including front/rear loading containers and specialty roll-off containers. The Company expects that the Deist acquisition will strengthen its specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings.

The initial cash consideration paid by the Company to acquire Deist was approximately $36.5 million, inclusive of certain preliminary closing adjustments and a payment of $4.1 million to acquire Deist’s manufacturing facilities. In addition, there is a contingent earn-out payment of up to $7.5 million, based upon the achievement of certain financial targets over a specified performance period. Any additional closing adjustments are expected to be finalized before the end of the second quarter of 2022.

As of December 31, 2021, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but not more than one year from the acquisition date.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)

Estimated fair value of additional consideration (b) 2.0

Total consideration 38.5

Accounts receivable 5.1

Inventories 8.9

Prepaid expenses and other current assets 0.2

Properties and equipment 8.5

Customer relationships (c) 10.0

Trade names (d) 6.1

Other intangible assets 0.3

Accounts payable (1.8)

Accrued liabilities (3.3)

Customer deposits (0.6)

Net assets acquired 33.4

Goodwill (e) $ 5.1

Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)

(a) The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility.

(b) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included as a component of Other long-term liabilities on the Consolidated Balance Sheets. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.

(c) Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(d) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

Acquisition of Ground Force

On October 4, 2021, the Company completed the acquisition of substantially all of the assets and operations of Ground Force Manufacturing LLC (“Ground Force”). Ground Force is a leading manufacturer of specialty material handling vehicles that support the extraction of metals. The Company expects that the Ground Force acquisition will further bolster its position as an industry leading diversified industrial manufacturer of specialized vehicles for maintenance and infrastructure markets with leading brands of premium, value-adding products, and a strong supporting aftermarket platform.

The initial cash consideration paid by the Company to acquire Ground Force was approximately $43.1 million, inclusive of certain preliminary closing adjustments. Any additional closing adjustments are expected to be finalized during the first quarter of 2022.

As of December 31, 2021, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but not more than one year from the acquisition date.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)

Total consideration 43.1

Accounts receivable 3.4

Inventories 3.9

Prepaid expenses and other current assets 0.3

Properties and equipment 1.3

Operating lease right-of-use assets 3.0

Customer relationships (b) 16.3

Trade names (c) 10.0

Other intangible assets 0.4

Operating lease liabilities (3.0)

Accounts payable (1.8)

Accrued liabilities (0.7)

Customer deposits (3.3)

Net assets acquired 29.8

Goodwill (d) $ 13.3

(a) The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility.

(b) Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(c) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(d) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

In connection with the acquisition of Ground Force, the Company entered into a lease agreement for a facility owned by an entity affiliated with the sellers of Ground Force. The agreement includes an initial term of five years, with options to renew, and an annual rent that is considered market-based. During the year ended December 31, 2021, total rent paid under this agreement was approximately $0.2 million, and the total lease liability as of December 31, 2021 was $2.9 million.

Acquisition of OSW

On February 17, 2021, the Company completed the acquisition of all of the outstanding equity of OSW Equipment & Repair, LLC, a leading manufacturer of dump truck bodies and custom upfitter of truck equipment and trailers. The acquisition also includes OSW’s wholly-owned subsidiaries, Northend Truck Equipment, LLC and Western Truck Body Mfg. ULC (collectively “OSW”). The Company expects that the OSW acquisition will strengthen its specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings.

The initial cash consideration paid by the Company to acquire OSW was approximately $53.2 million, inclusive of an adjustment for working capital and a preliminary adjustment for other post-closing items. The remaining post-closing adjustments are expected to be finalized during 2022.

As of December 31, 2021, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation during the first quarter of 2022.

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The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)

Total consideration 53.2

Accounts receivable 3.5

Inventories 8.3

Prepaid expenses and other current assets 0.7

Properties and equipment 5.8

Operating lease right-of-use assets 12.3

Customer relationships (b) 11.3

Trade names (c) 8.4

Other intangible assets 0.2

Operating lease liabilities (12.3)

Accounts payable (3.8)

Accrued liabilities (1.9)

Customer deposits (0.8)

Finance lease obligations (1.7)

Net assets acquired 31.3