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Federal Signal Reports Third Quarter Results Including 17% Net Sales Growth and 24% Operating Income Improvement; Raises Full-Year Outlook

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Federal Signal (NYSE:FSS) reported third quarter 2025 results for the period ended September 30, 2025, with net sales of $555 million (up 17%) and operating income of $94.0 million (up 24%). GAAP diluted EPS was $1.11 and adjusted EPS was $1.14, both higher year‑over‑year. The company raised full‑year guidance to adjusted EPS $4.09–$4.17 and net sales $2.10B–$2.14B. Adjusted EBITDA rose 25% to $116.2 million and margin improved 130 basis points to 20.9% in Q3.

Federal Signal executed a new five‑year credit agreement increasing revolving capacity to $1.1 billion plus a $400 million delayed draw, and agreed to acquire New Way for $396 million plus $30 million for facilities, expected to close in Q4 2025.

Federal Signal (NYSE:FSS) ha riportato i risultati del terzo trimestre 2025 per il periodo terminato il 30 settembre 2025, con vendite nette di 555 milioni di dollari (in aumento del 17%) e utile operativo di 94,0 milioni di dollari (in aumento del 24%). L'EPS diluito GAAP è stato 1,11 dollari e l'EPS rettificato è stato 1,14 dollari, entrambi in aumento rispetto all'anno precedente. L'azienda ha aumentato la guidance annua a EPS rettificato 4,09–4,17 dollari e vendite nette 2,10–2,14 miliardi di dollari. L'Adjusted EBITDA è aumentato del 25% a 116,2 milioni di dollari e il margine è migliorato di 130 punti base al 20,9% nel terzo trimestre.

Federal Signal ha stipulato un nuovo contratto di credito quinquennale che incrementa la capacità revolving a 1,1 miliardo di dollari più un delayed draw di 400 milioni di dollari, e ha concordato l'acquisizione di New Way per 396 milioni di dollari più 30 milioni per impianti, con chiusura prevista nel quarto trimestre del 2025.

Federal Signal (NYSE:FSS) presentó resultados del tercer trimestre de 2025 para el periodo que terminó el 30 de septiembre de 2025, con ventas netas de 555 millones de dólares (un 17% más) y ingresos operativos de 94,0 millones de dólares (un 24% más). El GAAP diluido por acción fue $1.11 y el EPS ajustado fue $1.14, ambos superiores respecto al año anterior. La compañía elevó su guía para el año completo a EPS ajustado de 4.09–4.17 dólares y ventas netas de 2.10–2.14 mil millones. El EBITDA ajustado aumentó un 25% a 116,2 millones de dólares y el margen mejoró 130 puntos básicos a 20,9% en el tercer trimestre.

Federal Signal ejecutó un nuevo acuerdo de crédito a cinco años aumentando la capacidad revolvente a 1.1 mil millones de dólares más un retiro diferido de 400 millones, y acordó adquirir New Way por 396 millones de dólares más 30 millones para instalaciones, con cierre esperado en el cuarto trimestre de 2025.

Federal Signal (NYSE:FSS) 는 2025년 9월 30일로 마감된 기간에 대한 2025년 3분기 실적을 발표했으며 매출액 5억 5500만 달러 (전년 대비 17% 증가) 및 영업이익 9400만 달러 (전년 대비 24% 증가)를 기록했습니다. GAAP 희석EPS는 1.11달러, 조정 EPS는 1.14달러로 둘 다 전년 대비 증가했습니다. 회사는 연간 가이던스를 조정 EPS 4.09–4.17달러매출액 21.0–21.4억 달러로 상향했습니다. 조정 EBITDA는 25% 증가한 1억 1,620만 달러로, 분기 마진은 130bp 개선되어 20.9%에 도달했습니다.

Federal Signal은 5년 신규 차입 계약을 체결해 회전한도을 11억 달러로 늘리고, 4억 달러의 지연인출과 함께 New Way를 3.96억 달러, 설비비로 3000만 달러에 인수하기로 합의했으며 2025년 4분기에 마감할 예정입니다.

Federal Signal (NYSE:FSS) a publié les résultats du troisième trimestre 2025 pour la période se terminant le 30 septembre 2025, avec un chiffre d'affaires net de 555 millions de dollars (en hausse de 17 %) et un résultat opérationnel de 94,0 millions de dollars (en hausse de 24 %). L'EPS dilué GAAP était 1,11 dollar et l'EPS ajusté était 1,14 dollar, les deux en hausse sur un an. L'entreprise a relevé ses prévisions annuelles à EPS ajusté de 4,09–4,17 dollars et un chiffre d'affaires net de 2,10–2,14 milliards. L'EBITDA ajusté a augmenté de 25 % pour atteindre 116,2 millions de dollars et la marge s'est améliorée de 130 points de base à 20,9 % au T3.

Federal Signal a conclu un nouvel accord de crédit quinquennal augmentant la capacité revolving à 1,1 milliard de dollars plus un tirage différé de 400 millions, et a convenu d'acquérir New Way pour 396 millions de dollars plus 30 millions pour les installations, ce qui devrait être clos au T4 2025.

Federal Signal (NYSE:FSS) meldete die Ergebnisse des dritten Quartals 2025 für den Zeitraum bis zum 30. September 2025, mit netto Umsatz von 555 Millionen US-Dollar (+17%) und operativem Gewinn von 94,0 Millionen US-Dollar (+24%). GAAP verdünnte EPS betrug 1,11 USD und der bereinigte EPS betrug 1,14 USD, beides gegenüber dem Vorjahr höher. Das Unternehmen hob die Umsatzprognose für das Gesamtjahr auf bereinigtes EPS 4,09–4,17 USD und Nettoabsatzerlöse 2,10–2,14 Mrd. USD an. Das bereinigte EBITDA stieg um 25% auf 116,2 Mio. USD und die Marge verbesserte sich um 130 Basispunkte auf 20,9% im dritten Quartal.

Federal Signal setzte eine neue Fünf-Jahres-Kreditfazilität um und erhöhte die revolvierende Kapazität auf 1,1 Milliarden USD plus eine verzögerte Zeichnung von 400 Millionen, und stimmte dem Erwerb von New Way für 396 Millionen USD zuzüglich 30 Millionen USD für Anlagen zu, der voraussichtlich im Q4 2025 abgeschlossen wird.

Federal Signal (NYSE:FSS) أظهرت نتائج الربع الثالث من عام 2025 للفترة المنتهية في 30 سبتمبر 2025، مع إيرادات صافية قدرها 555 مليون دولار (ارتفاع 17%) ودخل تشغيلي قدره 94.0 مليون دولار (ارتفاع 24%). كان ربحية السهم الموزع وفق GAAP 1.11 دولار والسهم المخفض المعدل 1.14 دولار، وكلاهما أعلى من العام السابق. رفعت الشركة التوجيه السنوي إلى EPS المعدل 4.09–4.17 دولار وإيرادات صافية 2.10 مليار–2.14 مليار دولار. ارتفع EBITDA المعدل بنسبة 25% ليصل إلى 116.2 مليون دولار وهامش الربح تحسن بمقدار 130 نقطة أساس ليصل إلى 20.9% في الربع الثالث.

نفذت Federal Signal اتفاقية ائتمان جديدة لخمس سنوات زادت القدرة القابلة للد revolving إلى 1.1 مليار دولار إضافة إلى سحب مؤجل قدره 400 مليون، ووافقت على الاستحواذ على New Way لقاء 396 مليون دولار إضافة إلى 30 مليون دولار للمرافق، المتوقع أن تَغلق في الربع الرابع من 2025.

Positive
  • Net sales +17% to $555 million in Q3 2025
  • Operating income +24% to $94.0 million
  • Adjusted EPS +30% to $1.14 in Q3 2025
  • Raised 2025 adjusted EPS outlook to $4.09–$4.17
  • Adjusted EBITDA +25% to $116.2 million; margin +130 bps
  • New credit facility increases revolving capacity to $1.1B
  • Signed acquisition of New Way for $396M plus $30M
Negative
  • Consolidated backlog declined to $992 million from $1.03 billion
  • Consolidated cash and cash equivalents were $54 million at Sept 30, 2025
  • Consolidated debt was $213 million at Sept 30, 2025

Insights

Strong quarter: double‑digit sales and margin expansion; guidance raised and acquisition financed by larger credit facility.

The Company reported consolidated net sales of $555 million in the third quarter, a 17% year‑over‑year increase, and operating income of $94.0 million, up 24%. Adjusted EBITDA rose to $116.2 million with margin expansion to 20.9%, and adjusted EPS guidance for 2025 was raised to a new range of $4.09 to $4.17.

These metrics show execution on both volume and margin management: organic growth of $51 million and contributions from acquisitions supported the top‑line, while adjusted EBITDA and operating income improved materially. The company also announced a definitive acquisition agreement for New Way with initial consideration of $396 million, plus $30 million for facilities, and concurrently increased its revolving facility to $1.1 billion with a delayed draw term loan of up to $400 million.

Key dependencies and risks include successful close of the New Way transaction (subject to regulatory approval), integration execution, and maintenance of cash generation that supported year‑to‑date operating cash flow of $158 million. Watch the completion of the New Way acquisition expected in the fourth quarter of 2025 and the company’s use of the expanded credit capacity versus stated capital returns (dividends and opportunistic repurchases) over the next 6–12 months.

Balance sheet flexibility increased via a larger credit facility to fund a near‑term strategic acquisition.

Consolidated debt stood at $213 million with cash of $54 million at quarter end, and the Company replaced its prior facility with a 2025 Credit Agreement expanding revolver capacity to $1.1 billion and adding up to $400 million in delayed draw term loans. The firm expects to fund the New Way acquisition for initial consideration of $396 million plus $30 million for facilities.

The enlarged facility materially raises borrowing headroom and financial optionality. The immediate items to monitor are the actual draw patterns against the new facility, any covenants or pricing terms disclosed in the credit agreement, and confirmation of the New Way close in the fourth quarter of 2025. Also track cash generation versus planned capital returns given the company funded $8.5 million in dividends this quarter and reiterated a similar dividend for the fourth quarter.

DOWNERS GROVE, Ill., Oct. 30, 2025 /PRNewswire/ - Federal Signal Corporation (NYSE:FSS) (the "Company"), a leader in environmental and safety solutions, today reported financial results for the third quarter ended September 30, 2025.

Third Quarter Highlights

  • Net sales of $555 million, up $81 million, or 17%, from last year; organic growth of $51 million, or 11%
  • Operating income of $94.0 million, up $18.1 million, or 24%, from last year
  • GAAP Diluted EPS of $1.11, up $0.24, or 28%, from last year
  • Adjusted EPS of $1.14, up $0.26, or 30%, from last year
  • Orders of $467 million, up $41 million, or 10%, from last year
  • Raises 2025 adjusted EPS* outlook to a new range of $4.09 to $4.17, from the prior range of $3.92 to $4.10
  • Raises 2025 net sales outlook to a new range of between $2.10 billion and $2.14 billion, from the prior range of $2.07 billion to $2.13 billion
  • Recently executed new, five-year $1.5 billion credit facility

Consolidated net sales for the third quarter were $555 million, an increase of $81 million, or 17%, compared to the prior-year quarter. Net income for the third quarter was $68.1 million, or $1.11 per diluted share, compared to $53.9 million, or $0.87 per diluted share, in the prior-year quarter.

The Company also reported adjusted net income for the third quarter of $69.7 million, or $1.14 per diluted share, compared to $54.2 million, or $0.88 per diluted share, in the prior-year quarter. The Company is reporting adjusted results to facilitate comparisons of underlying performance on a year-over-year basis. A reconciliation of these and other non-GAAP measures is provided at the conclusion of this news release.

Double-Digit Year-over-Year Growth in Net Sales and Operating Income

"Our businesses were able to deliver 17% year-over-year net sales growth, double-digit operating income improvement, and a 130-basis point increase in adjusted EBITDA margin during the third quarter," commented Jennifer L. Sherman, President and Chief Executive Officer. "Within our Environmental Solutions Group, we delivered 17% year-over-year net sales growth and a 20% increase in adjusted EBITDA. Production increases at several of our businesses, higher sales of our aftermarket offerings, proactive management of price/cost dynamics, and contributions from recent acquisitions were meaningful year-over-year growth drivers. Our Safety and Security Systems Group also delivered impressive results, with 18% top-line growth and an adjusted EBITDA margin of 26%."

In the Environmental Solutions Group, net sales for the third quarter were $466 million, up $67 million, or 17%, compared to the prior-year quarter. In the Safety and Security Systems Group, net sales were $90 million, up $14 million, or 18%, compared to the prior-year quarter.

Consolidated operating income for the third quarter was $94.0 million, up $18.1 million, or 24%, compared to the prior-year quarter. Consolidated operating margin for the third quarter was 16.9%, up from 16.0% in the prior-year quarter.

Consolidated adjusted earnings before interest, tax, depreciation and amortization ("adjusted EBITDA") for the third quarter was $116.2 million, up $23.2 million, or 25%, compared to the prior-year quarter, and consolidated adjusted EBITDA margin was 20.9%, up from 19.6% in the prior-year quarter.

In the Environmental Solutions Group, adjusted EBITDA for the third quarter was $104.9 million, up $17.7 million, or 20%, compared to the prior-year quarter, and its adjusted EBITDA margin was 22.5%, up from 21.9% last year. In the Safety and Security Systems Group, adjusted EBITDA for the third quarter was $22.9 million, up $5.1 million, or 29%, compared to the prior-year quarter, and its adjusted EBITDA margin was 25.6%, up from 23.4% last year.

Consolidated orders for the third quarter were $467 million, an increase of $41 million, or 10%, compared to the prior-year quarter. Consolidated backlog at September 30, 2025 was $992 million, compared to $1.03 billion in the prior-year quarter.

New Credit Facility Further Strengthens Financial Position, Providing Additional Financial Flexibility to Fund Growth Opportunities

Net cash provided by operating activities during the third quarter was $61 million, bringing the total year-to-date operating cash generation to $158 million, an increase of $17 million, or 12%, compared to the prior-year period.

At September 30, 2025, consolidated debt was $213 million, total cash and cash equivalents were $54 million, and the Company had $570 million of availability for borrowings under its previous credit facility.

On September 24, 2025, the Company entered into a definitive agreement to acquire all of the outstanding equity interests of Scranton Manufacturing Company Inc. ("New Way"), a leading U.S.-based designer and manufacturer of refuse collection vehicles, for initial consideration of $396 million. As part of the acquisition, the Company will also pay additional consideration of $30 million for New Way's manufacturing facilities and associated real estate rights in Iowa and Mississippi. The Company currently expects to complete the transaction during the fourth quarter of 2025, subject to regulatory approval and customary closing conditions.

On October 29, 2025, the Company entered into the Fourth Amended and Restated Credit Agreement (the "2025 Credit Agreement"), which amends and restates the 2022 Credit Agreement. The 2025 Credit Agreement increases the Company's revolving credit facility from up to $675 million to up to $1.1 billion, and includes a delayed draw term loan facility in an amount of up to $400 million.

"With the increase in borrowing capacity under our new credit facility, low net debt leverage, and our healthy cash generation, we have significant financial flexibility to invest in organic growth initiatives and pursue strategic acquisitions, like New Way," said Sherman. "We also remain committed to returning cash to stockholders through dividends and opportunistic stock repurchases."

The Company funded dividends of $8.5 million during the third quarter, reflecting a dividend of $0.14 per share, and recently announced a similar $0.14 per share dividend that will be payable in the fourth quarter of 2025.

Outlook

"Demand for our products and our aftermarket offerings remains strong," noted Sherman. "With our third quarter performance, our current backlog, and continued execution against our strategic initiatives, we are raising our full-year adjusted EPS* outlook to a new range of $4.09 to $4.17, from the prior range of $3.92 to $4.10. We are also increasing our full-year net sales outlook to a new range of between $2.10 billion and $2.14 billion, from the prior range of $2.07 billion to $2.13 billion."

CONFERENCE CALL

Federal Signal will host its third quarter conference call on Thursday, October 30, 2025 at 10:00 a.m. Eastern Time. The call will last approximately one hour. The call may be accessed over the internet through Federal Signal's website at www.federalsignal.com or by dialing phone number 1-877-704-4453 and entering the pin number 13756653. A replay will be available on Federal Signal's website shortly after the call.

About Federal Signal

Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer and supplier of products and total solutions that serve municipal, governmental, industrial, and commercial customers. Headquartered in Downers Grove, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: www.federalsignal.com.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This release contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this release that are not historical are forward-looking statements. Forward looking statements should not be relied upon as a predictor of actual results. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: our ability to successfully close and implement the acquisition of New Way, our ability to achieve anticipated revenue and cost benefits associated with the New Way acquisition, economic and political uncertainty, risks and adverse economic effects associated with geopolitical conflicts including tariffs and other trade conflicts, legal and regulatory developments, foreign currency exchange rate changes, inflationary pressures, product and price competition, supply chain disruptions, availability and pricing of raw materials, interest rate changes, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, work stoppages, increases in pension funding requirements, cybersecurity risks, increased legal expenses and litigation results and other risks and uncertainties described in filings with the Securities and Exchange Commission.

* Adjusted earnings per share ("EPS") is a non-GAAP measure, which includes certain adjustments to reported GAAP net income and diluted EPS. In the three and nine months ended September 30, 2025 and 2024, we made adjustments to exclude the impact of acquisition and integration-related expenses, net, purchase accounting effects, and certain special income tax items, where applicable. In prior years, we have also made adjustments to exclude the impact of environmental remediation costs of a discontinued operation, pension-related charges, debt settlement charges, and certain other unusual or non-recurring items. Should any similar items occur in the remainder of 2025, we would expect to exclude them from the determination of adjusted EPS. However, because of the underlying uncertainty in quantifying amounts which may not yet be known, a reconciliation of our Adjusted EPS outlook to the most applicable GAAP measure is excluded based on the unreasonable efforts exception in Item 10(e)(1)(i)(B).

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



Three Months Ended
September 30,


Nine Months Ended
September 30,

(in millions, except per share data)

2025


2024


2025


2024

Net sales

$    555.0


$    474.2


$  1,583.4


$  1,389.5

Cost of sales

393.5


333.8


1,121.5


989.1

Gross profit

161.5


140.4


461.9


400.4

Selling, engineering, general and administrative expenses

61.4


60.1


188.5


175.6

Amortization expense

4.5


3.8


13.3


11.2

Acquisition and integration-related expenses, net

1.6


0.6


2.7


2.3

Operating income

94.0


75.9


257.4


211.3

Interest expense, net

2.8


3.0


9.3


9.4

Other expense, net

0.7


0.3


2.2


0.9

Income before income taxes

90.5


72.6


245.9


201.0

Income tax expense

22.4


18.7


60.1


34.7

Net income

$      68.1


$      53.9


$    185.8


$    166.3

Earnings per share:








Basic

$      1.12


$      0.88


$      3.06


$      2.73

Diluted

$      1.11


$      0.87


$      3.02


$      2.70

Weighted average common shares outstanding:








Basic

60.7


61.0


60.8


61.0

Diluted

61.4


61.7


61.5


61.7

Cash dividends declared per common share

$      0.14


$      0.12


$      0.42


$      0.36









Operating data:








Operating margin

16.9 %


16.0 %


16.3 %


15.2 %

Adjusted EBITDA

$    116.2


$      93.0


$    319.5


$    261.3

Adjusted EBITDA margin

20.9 %


19.6 %


20.2 %


18.8 %

Total orders

$    466.9


$    425.9


$  1,574.5


$  1,401.6

Backlog

992.0


1,032.8


992.0


1,032.8

Depreciation and amortization

20.3


16.5


58.9


47.7

 

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS



September 30,
2025


December 31,
2024

(in millions, except per share data)

(Unaudited)



ASSETS




Current assets:




Cash and cash equivalents

$           54.4


$           91.1

Accounts receivable, net of allowances for doubtful accounts of $3.0 and $2.6, respectively

263.6


196.4

Inventories

367.3


331.0

Prepaid expenses and other current assets

21.2


24.0

Total current assets

706.5


642.5

Properties and equipment, net of accumulated depreciation of $204.9 and $187.4, respectively

237.4


218.9

Rental equipment, net of accumulated depreciation of $66.7 and $53.3, respectively

199.1


173.2

Operating lease right-of-use assets

28.9


27.8

Goodwill

521.7


477.7

Intangible assets, net of accumulated amortization of $99.0 and $85.6, respectively

217.6


199.7

Deferred tax assets

10.7


9.4

Other long-term assets

16.5


16.0

Total assets

$      1,938.4


$      1,765.2

LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:




Current portion of long-term borrowings and finance lease obligations

$           12.0


$           19.4

Accounts payable

103.1


79.0

Customer deposits

32.3


35.0

Accrued liabilities:




Compensation and withholding taxes

45.1


45.6

Current operating lease liabilities

7.2


6.8

Other current liabilities

71.5


56.0

Total current liabilities

271.2


241.8

Long-term borrowings and finance lease obligations

201.2


204.4

Long-term operating lease liabilities

22.7


21.8

Long-term pension and other postretirement benefit liabilities

42.4


41.7

Deferred tax liabilities

67.3


58.0

Other long-term liabilities

11.9


11.4

Total liabilities

616.7


579.1

Stockholders' equity:




Common stock, $1 par value per share, 90.0 shares authorized, 70.7 and 70.3 shares issued, respectively

70.7


70.3

Capital in excess of par value

324.3


309.8

Retained earnings

1,263.0


1,102.8

Treasury stock, at cost, 9.9 and 9.2 shares, respectively

(261.5)


(207.8)

Accumulated other comprehensive loss

(74.8)


(89.0)

Total stockholders' equity

1,321.7


1,186.1

Total liabilities and stockholders' equity

$      1,938.4


$      1,765.2

 

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



Nine Months Ended

September 30,

(in millions)

2025


2024

Operating activities:




Net income

$       185.8


$       166.3

Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation and amortization

58.9


47.7

Stock-based compensation expense

11.7


12.2

Changes in fair value of contingent consideration


0.1

Payments for acquisition-related activity

(0.1)


Amortization of interest rate swap settlement gain


(1.4)

Deferred income taxes

8.9


4.0

Changes in operating assets and liabilities

(107.7)


(88.2)

Net cash provided by operating activities

157.5


140.7

Investing activities:




Purchases of properties and equipment

(19.9)


(32.1)

Payments for acquisition-related activity, net of cash acquired

(82.1)


Other, net

0.7


1.3

Net cash used for investing activities

(101.3)


(30.8)

Financing activities:




Increase (decrease) in revolving lines of credit, net

1.1


(64.4)

Payments on long-term borrowings

(3.1)


(1.6)

Purchases of treasury stock

(39.7)


(4.5)

Redemptions of common stock to satisfy withholding taxes related to stock-based compensation

(12.2)


(6.0)

Payments for acquisition-related activity

(4.3)


Cash dividends paid to stockholders

(25.6)


(22.0)

Proceeds from stock-based compensation activity

1.4


1.6

Other, net

(12.0)


(0.3)

Net cash used for financing activities

(94.4)


(97.2)

Effects of foreign exchange rate changes on cash and cash equivalents

1.5


(Decrease) increase in cash and cash equivalents

(36.7)


12.7

Cash and cash equivalents at beginning of year

91.1


61.0

Cash and cash equivalents at end of period

$         54.4


$         73.7

 

FEDERAL SIGNAL CORPORATION AND SUBSIDIARIES
GROUP RESULTS (Unaudited)


The following tables summarize group operating results as of and for the three and nine months ended September 30, 2025 and 2024: 


Environmental Solutions Group






Three Months Ended September 30,


Nine Months Ended September 30,

($ in millions)

2025


2024


Change


2025


2024


Change

Net sales

$     465.5


$     398.2


$        67.3


$  1,333.4


$  1,161.0


$   172.4

Operating income

85.3


71.5


13.8


236.9


196.1


40.8

Adjusted EBITDA

104.9


87.2


17.7


293.2


241.9


51.3

Operating data:












Operating margin

18.3 %


18.0 %


0.3 %


17.8 %


16.9 %


0.9 %

Adjusted EBITDA margin

22.5 %


21.9 %


0.6 %


22.0 %


20.8 %


1.2 %

Total orders

$     371.1


$     352.7


$        18.4


$  1,292.3


$  1,176.6


$   115.7

Backlog

903.8


979.7


(75.9)


903.8


979.7


(75.9)

Depreciation and amortization

19.1


15.4


3.7


55.4


44.4


11.0













Safety and Security Systems Group



Three Months Ended September 30,


Nine Months Ended September 30,

($ in millions)

2025


2024


Change


2025


2024


Change

Net sales

$        89.5


$        76.0


$        13.5


$   250.0


$   228.5


$      21.5

Operating income

21.9


16.8


5.1


59.2


48.9


10.3

Adjusted EBITDA

22.9


17.8


5.1


62.3


51.9


10.4

Operating data:












Operating margin

24.5 %


22.1 %


2.4 %


23.7 %


21.4 %


2.3 %

Adjusted EBITDA margin

25.6 %


23.4 %


2.2 %


24.9 %


22.7 %


2.2 %

Total orders

$        95.8


$        73.2


$        22.6


$   282.2


$   225.0


$      57.2

Backlog

88.2


53.1


35.1


88.2


53.1


35.1

Depreciation and amortization

1.0


1.0



3.1


3.0


0.1

Corporate Expenses

Corporate operating expenses were $13.2 million and $12.4 million for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and 2024, corporate operating expenses were $38.7 million and $33.7 million, respectively.

SEC REGULATION G NON-GAAP RECONCILIATION

The financial measures presented below are unaudited and are not in accordance with U.S. generally accepted accounting principles ("GAAP"). The non-GAAP financial information presented herein should be considered supplemental to, and not a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company has provided this supplemental information to investors, analysts, and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the reconciliations below, and to provide an additional measure of performance which management considers in operating the business.

Adjusted Net Income and Earnings Per Share ("EPS"):

The Company believes that modifying its 2025 and 2024 net income and diluted EPS provides additional measures to assist it in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not representative of its underlying performance and to improve the comparability of results across reporting periods. Adjusted net income and Adjusted EPS are both non-GAAP measures. During the three and nine months ended September 30, 2025 and 2024 adjustments were made to reported GAAP net income and diluted EPS to exclude the impact of acquisition and integration-related expenses, net, purchase accounting effects, and certain special income tax items, where applicable.


Three Months Ended
September 30,


Nine Months Ended
September 30,

(in millions)

2025


2024


2025


2024

Net income, as reported

$         68.1


$         53.9


$       185.8


$       166.3

Add:








Income tax expense

22.4


18.7


60.1


34.7

Income before income taxes

90.5


72.6


245.9


201.0

Add:








Acquisition and integration-related expenses, net

1.6


0.6


2.7


2.3

Purchase accounting effects (a)

0.5



1.2


Adjusted income before income taxes

92.6


73.2


249.8


203.3

Adjusted income tax expense (b) (c)

(22.9)


(19.0)


(61.2)


(50.8)

Adjusted net income

$         69.7


$         54.2


$       188.6


$       152.5










Three Months Ended
September 30,


Nine Months Ended
September 30,

(dollars per diluted share)

2025


2024


2025


2024

EPS, as reported

$         1.11


$         0.87


$         3.02


$         2.70

Add:








Income tax expense

0.36


0.31


0.98


0.56

Income before income taxes

1.47


1.18


4.00


3.26

Add:








Acquisition and integration-related expenses, net

0.03


0.01


0.04


0.04

Purchase accounting effects (a)

0.01



0.02


Adjusted income before income taxes

1.51


1.19


4.06


3.30

Adjusted income tax expense (b) (c)

(0.37)


(0.31)


(0.99)


(0.83)

Adjusted EPS

$         1.14


$         0.88


$         3.07


$         2.47









(a)   

Purchase accounting effects in the three and nine months ended September 30, 2025 relate to adjustments to exclude the step-up in the valuation of inventory acquired in connection with acquisitions that was sold subsequent to the acquisition date and the depreciation of the step-up in the valuation of rental equipment acquired in the Standard Equipment Company transaction, where applicable. Such costs are included as a component of Cost of sales on the Condensed Consolidated Statements of Operations.

(b)   

Adjusted income tax expense for the three and nine months ended September 30, 2025 was recomputed after excluding the tax impacts of acquisition and integration-related expenses, net, and purchase accounting effects. Adjusted income tax expense for the nine months ended September 30, 2025 also excludes a $0.2 million discrete tax benefit recognized in connection with the amendment of certain state tax returns to claim a worthless stock deduction.

(c)   

Adjusted income tax expense for the three and nine months ended September 30, 2024 was recomputed after excluding the tax impacts of acquisition and integration-related expenses, net. Adjusted income tax expense for the nine months ended September 30, 2024 also excludes $15.6 million of discrete tax benefits that were recognized in connection with the amendment of certain federal and state tax returns to claim a worthless stock deduction.

Adjusted EBITDA and Adjusted EBITDA Margin:

The Company uses adjusted EBITDA and the ratio of adjusted EBITDA to net sales ("adjusted EBITDA margin"), at both the consolidated and segment level, as additional measures to assist in comparing its performance on a consistent basis for purposes of business decision making by removing the impact of certain items that management believes are not 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, at both the consolidated and segment level, are meaningful metrics to investors in evaluating the Company's underlying financial performance.

Consolidated adjusted EBITDA is a non-GAAP measure that represents the total of net income, interest expense, net, acquisition and integration-related expenses, net, purchase accounting effects, other expense, net, income tax expense, and depreciation and amortization expense, as applicable. Consolidated adjusted EBITDA margin is a non-GAAP measure that represents the total of net income, interest expense, net, acquisition and integration-related expenses, net, purchase accounting effects, other expense, net, income tax expense, and depreciation and amortization expense, as applicable, divided by net sales for the applicable period(s).

Segment adjusted EBITDA is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, net, purchase accounting effects, and depreciation and amortization expense, as applicable. Segment adjusted EBITDA margin is a non-GAAP measure that represents the total of segment operating income, acquisition and integration-related expenses, net, purchase accounting effects, and depreciation and amortization expense, as applicable, divided by segment net sales for the applicable period(s). Segment operating income includes all revenues, costs, and expenses directly related to the segment involved. In determining segment operating income, neither corporate nor interest expenses are included. Segment depreciation and amortization expense relates to those assets, both tangible and intangible, that are utilized by the respective segment.

Other companies may use different methods to calculate adjusted EBITDA and adjusted EBITDA margin.

Consolidated

The following table summarizes the Company's consolidated adjusted EBITDA and adjusted EBITDA margin and reconciles net income to consolidated adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:


Three Months Ended
September 30,


Nine Months Ended
September 30,

($ in millions)

2025


2024


2025


2024

Net income

$      68.1


$      53.9


$   185.8


$   166.3

Add:








Interest expense, net

2.8


3.0


9.3


9.4

Acquisition and integration-related expenses, net

1.6


0.6


2.7


2.3

Purchase accounting effects *

0.3



0.5


Other expense, net

0.7


0.3


2.2


0.9

Income tax expense

22.4


18.7


60.1


34.7

Depreciation and amortization

20.3


16.5


58.9


47.7

Consolidated adjusted EBITDA

$   116.2


$      93.0


$   319.5


$   261.3









Net sales

$   555.0


$   474.2


$  1,583.4


$  1,389.5









Consolidated adjusted EBITDA margin

20.9 %


19.6 %


20.2 %


18.8 %


* Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and $0.7 million for the three and nine months ended September 30, 2025, respectively.

Environmental Solutions Group

The following table summarizes the Environmental Solutions Group's adjusted EBITDA and adjusted EBITDA margin and reconciles operating income to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:


Three Months Ended
September 30,


Nine Months Ended
September 30,

($ in millions)

2025


2024


2025


2024

Operating income

$      85.3


$      71.5


$   236.9


$   196.1

Add:








Acquisition and integration-related expenses, net

0.2


0.3


0.4


1.4

Purchase accounting effects *

0.3



0.5


Depreciation and amortization

19.1


15.4


55.4


44.4

Adjusted EBITDA

$   104.9


$      87.2


$   293.2


$   241.9









Net sales

$   465.5


$   398.2


$  1,333.4


$  1,161.0









Adjusted EBITDA margin

22.5 %


21.9 %


22.0 %


20.8 %


* Excludes purchase accounting expense effects included within depreciation and amortization of $0.2 million and $0.7 million for the three and nine months ended September 30, 2025, respectively.

Safety and Security Systems Group

The following table summarizes the Safety and Security Systems Group's adjusted EBITDA and adjusted EBITDA margin and reconciles operating income to adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:


Three Months Ended
September 30,


Nine Months Ended
September 30,

($ in millions)

2025


2024


2025


2024

Operating income

$      21.9


$      16.8


$      59.2


$      48.9

Add:








Depreciation and amortization

1.0


1.0


3.1


3.0

Adjusted EBITDA

$      22.9


$      17.8


$      62.3


$      51.9









Net sales

$      89.5


$      76.0


$   250.0


$   228.5









Adjusted EBITDA margin

25.6 %


23.4 %


24.9 %


22.7 %

Cision View original content:https://www.prnewswire.com/news-releases/federal-signal-reports-third-quarter-results-including-17-net-sales-growth-and-24-operating-income-improvement-raises-full-year-outlook-302599792.html

SOURCE Federal Signal Corporation

FAQ

What were Federal Signal (FSS) third quarter 2025 net sales and EPS on Oct 30, 2025?

Federal Signal reported Q3 2025 net sales of $555 million and GAAP diluted EPS of $1.11 on Oct 30, 2025.

How did Federal Signal (FSS) change its full‑year 2025 guidance on Oct 30, 2025?

The company raised full‑year 2025 guidance to adjusted EPS $4.09–$4.17 and net sales $2.10B–$2.14B.

What is the size and structure of Federal Signal's new 2025 credit facility (FSS)?

The Fourth Amended and Restated Credit Agreement increases revolving capacity to $1.1 billion and adds a $400 million delayed draw term loan.

What acquisition did Federal Signal (FSS) announce on Sept 24, 2025 and what are the terms?

Federal Signal agreed to acquire New Way for $396 million of initial consideration plus $30 million for manufacturing facilities; expected to close in Q4 2025.

How did Federal Signal's adjusted EBITDA and margin move in Q3 2025?

Adjusted EBITDA rose to $116.2 million (up 25%) and adjusted EBITDA margin increased by 130 basis points to 20.9%.

What were Federal Signal's cash, debt, and backlog levels at September 30, 2025?

At Sept 30, 2025 Federal Signal reported $54 million in cash, $213 million of consolidated debt, and a backlog of $992 million.
Federal Signal

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