Attached files
| file | filename |
|---|---|
| 8-K - 8-K - FEDERAL SIGNAL CORP /DE/ | d406456d8k.htm |
| EX-10.1 - EX-10.1 - FEDERAL SIGNAL CORP /DE/ | d406456dex101.htm |
| EX-10.2 - EX-10.2 - FEDERAL SIGNAL CORP /DE/ | d406456dex102.htm |
| EX-99.1 - EX-99.1 - FEDERAL SIGNAL CORP /DE/ | d406456dex991.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT
On June 20, 2012, Federal Signal Corporation, a Delaware corporation (“the Company”), entered into an Asset Purchase Agreement, as amended on August 3, 2012 and September 4, 2012 (the “Agreement”) with 3M Company (“Buyer”) a Delaware corporation, pursuant to which the Company agreed to sell substantially all of the assets of its Federal Signal Technologies Group (the “FSTech Business”) to Buyer (the “Transaction”).
Pursuant to the terms and conditions of the Agreement, on September 4, 2012, the Company completed the disposition of the assets of its FSTech Business to Buyer for cash consideration of $110 million, subject to working capital adjustments in favor of Buyer of approximately $6 million.
The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2011 is presented as if the disposition occurred on January 1, 2011 and excludes results from discontinued operations.
The unaudited pro forma condensed consolidated statement of operations is not intended to represent or be indicative of our consolidated results of operations or financial position that we would have reported had the Transaction been completed as of the dates presented, and should not be taken as representation of our future consolidated results of operations or financial condition.
The unaudited pro forma condensed consolidated statement of operations is based upon and should be read in conjunction with historical consolidated financial statements and related notes of the Company included in our Annual Report on Form 10-K for the year ended December 31, 2011.
Federal Signal Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2011
| As Reported | Pro Forma Adjustments (Note 3) |
Pro Forma | ||||||||||
| Net sales |
$ | 795.6 | $ | 106.9 | $ | 688.7 | ||||||
| Cost of sales |
600.6 | 67.3 | 533.3 | |||||||||
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| Gross profit |
195.0 | 39.6 | 155.4 | |||||||||
| Selling, engineering, general and administrative |
171.1 | 48.9 | 122.2 | |||||||||
| Goodwill and intangible assets impairment |
20.6 | 20.6 | — | |||||||||
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| Operating income (loss) |
3.3 | (29.9 | ) | 33.2 | ||||||||
| Interest expense |
16.4 | — | 16.4 | |||||||||
| Other expense (income), net |
0.2 | — | 0.2 | |||||||||
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| (Loss) income before income taxes |
(13.3 | ) | (29.9 | ) | 16.6 | |||||||
| Income tax (expense), benefit |
(1.1 | ) | 2.4 | (3.5 | ) | |||||||
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| (Loss) income from continuing operations |
$ | (14.4 | ) | $ | (27.5 | ) | $ | 13.1 | ||||
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| Basic and diluted earnings per share from continuing operations |
$ | (0.23 | ) | $ | 0.21 | |||||||
| Weighted average common shares outstanding: |
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| Basic |
62.2 | 62.2 | ||||||||||
| Diluted |
62.2 | 62.3 | ||||||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations.
Federal Signal Corporation
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
1. DESCRIPTION OF THE TRANSACTION
On June 20, 2012, Federal Signal Corporation, a Delaware corporation (“the Company”), entered into an Asset Purchase Agreement, as amended on August 3, 2012 and September 4, 2012 (the “Agreement”) with 3M Company (“Buyer”), a Delaware corporation, pursuant to which the Company agreed to sell substantially all of the assets of its Federal Signal Technologies Group (the “FSTech Business”) to Buyer (the “Transaction”).
Pursuant to the terms and conditions of the Agreement, on September 4, 2012, the Company completed the disposition of the assets of its FSTech Business to Buyer for cash consideration of $110 million, subject to working capital adjustments in favor of Buyer of approximately $6 million.
2. BASIS OF PRESENTATION
The unaudited pro forma condensed consolidated statement of operations has been derived from historical financial information for Federal Signal Corporation included in our Annual Report on Form 10-K for the year ended December 31, 2011.
3. PRO FORMA ADJUSTMENTS
Represents adjustments to present the operations of the FSTech business for the year ended December 31, 2011 as a discontinued operation. The FSTech Business was included in discontinued operations in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, which should be read in conjunction with these notes.