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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________ | | | | | |
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2024
or | | | | | |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-35971
_______________________________
ALLEGION PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
_______________________________ | | | | | |
Ireland | 98-1108930 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Block D
Iveagh Court
Harcourt Road
Dublin 2, D02 VH94, Ireland
(Address of principal executive offices, including zip code)
+(353) (1) 2546200
(Registrant’s telephone number, including area code)
_______________________________
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of each class | Trading symbol | Name of exchange on which registered |
Ordinary shares, par value $0.01 per share | ALLE | New York Stock Exchange |
3.500% Senior Notes due 2029 | ALLE 3 ½ | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | | Accelerated filer | ☐
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Non-accelerated filer | ☐
| | Smaller reporting company | ☐ |
| | | | |
| | | Emerging growth company | ☐ |
| | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of ordinary shares outstanding of Allegion plc as of October 22, 2024 was 86,929,281.
ALLEGION PLC
FORM 10-Q
INDEX
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PART I-FINANCIAL INFORMATION
Item 1 – Financial Statements
Allegion plc
Condensed and Consolidated Statements of Comprehensive Income
(Unaudited) | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| September 30, | | September 30, |
In millions, except per share amounts | 2024 | | 2023 | | 2024 | | 2023 |
Net revenues | $ | 967.1 | | | $ | 917.9 | | | $ | 2,826.6 | | | $ | 2,753.4 | |
Cost of goods sold | 535.0 | | | 514.6 | | | 1,574.8 | | | 1,557.2 | |
Selling and administrative expenses | 217.1 | | | 210.2 | | | 655.7 | | | 647.5 | |
Operating income | 215.0 | | | 193.1 | | | 596.1 | | | 548.7 | |
Interest expense | 28.8 | | | 22.9 | | | 76.8 | | | 70.2 | |
| | | | | | | |
Other (income) expense, net | (8.4) | | | 0.1 | | | (17.2) | | | (1.8) | |
Earnings before income taxes | 194.6 | | | 170.1 | | | 536.5 | | | 480.3 | |
Provision for income taxes | 20.4 | | | 13.7 | | | 83.1 | | | 58.3 | |
Net earnings | 174.2 | | | 156.4 | | | 453.4 | | | 422.0 | |
Less: Net earnings attributable to noncontrolling interests | — | | | 0.1 | | | — | | | 0.2 | |
Net earnings attributable to Allegion plc | $ | 174.2 | | | $ | 156.3 | | | $ | 453.4 | | | $ | 421.8 | |
Earnings per share attributable to Allegion plc ordinary shareholders: | | | | | | | |
Basic net earnings | $ | 2.00 | | | $ | 1.78 | | | $ | 5.19 | | | $ | 4.80 | |
Diluted net earnings | $ | 1.99 | | | $ | 1.77 | | | $ | 5.16 | | | $ | 4.78 | |
Weighted-average shares outstanding: | | | | | | | |
Basic | 87.1 | | | 87.9 | | | 87.3 | | | 87.9 | |
Diluted | 87.6 | | | 88.2 | | | 87.8 | | | 88.3 | |
| | | | | | | |
Total comprehensive income | $ | 215.5 | | | $ | 127.2 | | | $ | 465.6 | | | $ | 411.0 | |
Less: Total comprehensive income attributable to noncontrolling interests | — | | | 0.8 | | | — | | | 0.1 | |
Total comprehensive income attributable to Allegion plc | $ | 215.5 | | | $ | 126.4 | | | $ | 465.6 | | | $ | 410.9 | |
See accompanying notes to condensed and consolidated financial statements.
Allegion plc
Condensed and Consolidated Balance Sheets
(Unaudited) | | | | | | | | | | | |
In millions, except share amounts | September 30, 2024 | | December 31, 2023 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 878.9 | | | $ | 468.1 | |
| | | |
Accounts and notes receivable, net | 458.8 | | | 412.8 | |
Inventories | 449.9 | | | 438.5 | |
Other current assets | 74.8 | | | 41.5 | |
| | | |
Total current assets | 1,862.4 | | | 1,360.9 | |
Property, plant and equipment, net | 384.8 | | | 358.1 | |
Goodwill | 1,505.8 | | | 1,443.1 | |
Intangible assets, net | 604.8 | | | 572.8 | |
Other noncurrent assets | 615.9 | | | 576.6 | |
Total assets | $ | 4,973.7 | | | $ | 4,311.5 | |
LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 266.7 | | | $ | 259.2 | |
Accrued expenses and other current liabilities | 405.9 | | | 407.9 | |
Short-term borrowings and current maturities of long-term debt | 418.9 | | | 412.6 | |
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Total current liabilities | 1,091.5 | | | 1,079.7 | |
Long-term debt | 1,983.2 | | | 1,602.4 | |
Other noncurrent liabilities | 328.0 | | | 311.1 | |
Total liabilities | 3,402.7 | | | 2,993.2 | |
Equity: | | | |
| | | |
Ordinary shares, $0.01 par value (86,924,345 and 87,504,673 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively) | 0.9 | | | 0.9 | |
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Retained earnings | 1,819.4 | | | 1,578.9 | |
Accumulated other comprehensive loss | (249.3) | | | (261.5) | |
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| | | |
Total equity | 1,571.0 | | | 1,318.3 | |
Total liabilities and equity | $ | 4,973.7 | | | $ | 4,311.5 | |
See accompanying notes to condensed and consolidated financial statements.
Allegion plc
Condensed and Consolidated Statements of Cash Flows
(Unaudited) | | | | | | | | | | | |
| Nine months ended |
| September 30, |
In millions | 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net earnings | $ | 453.4 | | | $ | 422.0 | |
Adjustments to arrive at net cash provided by operating activities: | | | |
Depreciation and amortization | 89.3 | | | 83.7 | |
| | | |
| | | |
Changes in assets and liabilities and other non-cash items | (86.7) | | | (124.6) | |
Net cash provided by operating activities | 456.0 | | | 381.1 | |
Cash flows from investing activities: | | | |
Capital expenditures | (68.0) | | | (60.7) | |
Acquisition of businesses, net of cash acquired | (121.2) | | | (31.7) | |
| | | |
Other investing activities, net | (1.0) | | | 9.0 | |
Net cash used in investing activities | (190.2) | | | (83.4) | |
Cash flows from financing activities: | | | |
Debt repayments, net | (10.1) | | | (9.5) | |
Proceeds from Revolving Facility | — | | | 30.0 | |
Repayments of Revolving Facility | — | | | (99.0) | |
Proceeds from issuance of senior notes | 400.0 | | | — | |
| | | |
| | | |
Net proceeds from (repayments of) debt | 389.9 | | | (78.5) | |
Debt financing costs | (6.9) | | | — | |
| | | |
Dividends paid to ordinary shareholders | (125.6) | | | (119.2) | |
| | | |
| | | |
| | | |
Repurchase of ordinary shares | (120.0) | | | (19.9) | |
Other financing activities, net | 9.9 | | | (2.3) | |
Net cash provided by (used in) financing activities | 147.3 | | | (219.9) | |
Effect of exchange rate changes on cash and cash equivalents | (2.3) | | | (1.5) | |
Net increase in cash and cash equivalents | 410.8 | | | 76.3 | |
Cash and cash equivalents - beginning of period | 468.1 | | | 288.0 | |
Cash and cash equivalents - end of period | $ | 878.9 | | | $ | 364.3 | |
See accompanying notes to condensed and consolidated financial statements.
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying Condensed and Consolidated Financial Statements of Allegion plc, an Irish public limited company, and its consolidated subsidiaries ("Allegion" or "the Company"), reflect the consolidated operations of the Company and have been prepared in accordance with United States ("U.S.") Securities and Exchange Commission ("SEC") interim reporting requirements. Accordingly, the accompanying Condensed and Consolidated Financial Statements do not include all disclosures required by accounting principles generally accepted in the U.S. ("GAAP") for full financial statements and should be read in conjunction with the Consolidated Financial Statements included in the Allegion Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, the accompanying Condensed and Consolidated Financial Statements contain all adjustments, which include normal recurring adjustments, necessary to state fairly the consolidated unaudited results for the interim periods presented.
NOTE 2 - ACQUISITIONS
2024
On February 1, 2024, the Company, through its subsidiaries, acquired 100% of Boss Door Controls, a door solutions provider in the United Kingdom. Boss Door Controls is reported in the Company's Allegion International segment.
On March 4, 2024, the Company, through its subsidiaries, acquired 100% of Montajes electronicos Dorcas S.L. ("Dorcas"), a leading manufacturer of electromechanical access control solutions based in Spain. Dorcas is reported in the Company's Allegion International segment.
On June 3, 2024, the Company, through its subsidiaries, acquired 100% of Krieger Specialty Products, LLC ("Krieger"), a leading manufacturer of high-performance special purpose doors and windows based in the United States. Krieger is reported in the Company's Allegion Americas segment.
On June 10, 2024, the Company, through its subsidiaries, acquired 100% of Unicel Architectural Corp. ("Unicel"), a leading manufacturer of advanced glass, timber and aluminum building solutions based in Canada. Unicel is reported in the Company's Allegion Americas segment.
Acquisitions were accounted for as business combinations and were funded with available cash on hand. Initial aggregate cash consideration for these acquisitions was approximately $121.2 million (net of cash acquired). Additional consideration may be payable in the future in the event certain financial metrics are achieved.
The following table summarizes the preliminary allocation of the aggregate purchase price, which includes initial cash consideration and the estimated fair value of contingent consideration, to assets acquired and liabilities assumed as of the respective acquisition dates:
| | | | | |
In millions | |
Net working capital | $ | 8.7 | |
Property, plant and equipment | 3.0 | |
Goodwill | 61.0 | |
Intangible assets | 69.2 | |
Other noncurrent liabilities | (13.5) | |
Total net assets acquired and liabilities assumed | $ | 128.4 | |
The valuations of assets acquired and liabilities assumed had not yet been finalized as of September 30, 2024, and finalization of the valuations during the measurement period could result in a change in the amounts recorded. The completion of the valuations will occur no later than one year from the respective acquisition dates as required by GAAP.
Goodwill results from several factors including Allegion-specific synergies that were excluded from the cash flow projections used in the valuation of intangible assets and intangible assets that do not qualify for separate recognition. The majority of the goodwill related to these acquisitions is not expected to be deductible for tax purposes.
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Intangible assets recognized as of the acquisition dates were comprised of the following:
| | | | | | | | | | | | | | |
In millions | | Value (in millions) | | Weighted Average Useful life (in years) |
Completed technologies/patents | | $ | 14.3 | | | 15 |
Customer relationships | | 29.3 | | | 18 |
Trade names (finite-lived) | | 15.3 | | | 15 |
Backlog revenue | | 10.3 | | | 1 |
2023
On January 3, 2023, the Company, through its subsidiaries, completed an acquisition of the assets of plano. group, a SaaS workforce management solution business based in Germany ("plano"), for initial cash consideration of $36.6 million. Additional consideration may be payable in future periods in the event plano achieves certain specified financial results. This acquisition was accounted for as a business combination, and plano has been incorporated into the Allegion International segment.
The allocation of the purchase price, which includes initial cash consideration and the estimated fair value of contingent consideration, to assets acquired and liabilities assumed as of the acquisition date includes $17.5 million of finite-lived intangible assets and approximately $23.0 million of goodwill and $3.9 million of net liabilities assumed. The finite-lived intangible assets have a weighted average useful life of approximately 15 years.
NOTE 3 - INVENTORIES
Inventories are stated at the lower of cost and net realizable value using the first-in, first-out (FIFO) method. The major classes of inventories were as follows:
| | | | | | | | | | | |
In millions | September 30, 2024 | | December 31, 2023 |
Raw materials | $ | 205.5 | | | $ | 218.4 | |
Work-in-process | 51.7 | | | 41.6 | |
Finished goods | 192.7 | | | 178.5 | |
Total | $ | 449.9 | | | $ | 438.5 | |
NOTE 4 - GOODWILL
The changes in the carrying amount of goodwill for the nine months ended September 30, 2024, were as follows: | | | | | | | | | | | | | | | | | |
In millions | Allegion Americas | | Allegion International | | Total (1) |
December 31, 2023 | $ | 1,126.7 | | | $ | 316.4 | | | $ | 1,443.1 | |
Acquisitions and adjustments | 56.2 | | | 4.8 | | | 61.0 | |
| | | | | |
| | | | | |
Currency translation | (1.6) | | | 3.3 | | | 1.7 | |
September 30, 2024 | $ | 1,181.3 | | | $ | 324.5 | | | $ | 1,505.8 | |
(1) Accumulated impairment for the International segment was $573.6 million as of September 30, 2024 and December 31, 2023. There are no accumulated impairment losses for the Americas segment.
There was no impairment of goodwill for the nine months ended September 30, 2024 and 2023.
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 5 - INTANGIBLE ASSETS
The gross amount of the Company’s intangible assets and related accumulated amortization were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2024 | | December 31, 2023 |
In millions | | Gross carrying amount | | Accumulated amortization | | Net carrying amount | | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
Completed technologies/patents | | $ | 79.3 | | | $ | (42.0) | | | $ | 37.3 | | | $ | 64.5 | | | $ | (36.9) | | | $ | 27.6 | |
Customer relationships | | 569.1 | | | (206.8) | | | 362.3 | | | 535.3 | | | (185.2) | | | 350.1 | |
Trade names (finite-lived) | | 158.3 | | | (92.0) | | | 66.3 | | | 142.2 | | | (79.3) | | | 62.9 | |
Other | | 93.1 | | | (59.0) | | | 34.1 | | | 75.3 | | | (47.5) | | | 27.8 | |
Total finite-lived intangible assets | | 899.8 | | | $ | (399.8) | | | 500.0 | | | 817.3 | | | $ | (348.9) | | | 468.4 | |
Trade names (indefinite-lived) | | 104.8 | | | | | 104.8 | | | 104.4 | | | | | 104.4 | |
Total | | $ | 1,004.6 | | | | | $ | 604.8 | | | $ | 921.7 | | | | | $ | 572.8 | |
Intangible asset amortization expense was $48.0 million and $46.6 million for the nine months ended September 30, 2024 and 2023, respectively. Future estimated amortization expense on existing intangible assets in each of the next five years amounts to approximately $64.0 million for full year 2024, $60.5 million for 2025, $51.5 million for 2026, $44.7 million for 2027 and $35.4 million for 2028.
NOTE 6 - DEBT AND CREDIT FACILITIES
Long-term debt and other borrowings consisted of the following: | | | | | | | | | | | |
In millions | September 30, 2024 | | December 31, 2023 |
Term Facility | $ | 215.6 | | | $ | 225.0 | |
| | | |
3.200% Senior Notes due 2024 | 400.0 | | | 400.0 | |
3.550% Senior Notes due 2027 | 400.0 | | | 400.0 | |
3.500% Senior Notes due 2029 | 400.0 | | | 400.0 | |
5.411% Senior Notes due 2032 | 600.0 | | | 600.0 | |
5.600% Senior Notes due 2034 | 400.0 | | | — | |
Other debt | 0.1 | | | 0.1 | |
Total borrowings outstanding | 2,415.7 | | | 2,025.1 | |
Discounts and debt issuance costs, net | (13.6) | | | (10.1) | |
Total debt | 2,402.1 | | | 2,015.0 | |
Less current portion of long-term debt | 418.9 | | | 412.6 | |
Total long-term debt | $ | 1,983.2 | | | $ | 1,602.4 | |
Unsecured Credit Facilities
The Company has an unsecured credit agreement consisting of a $250.0 million term loan facility (the “Term Facility”), of which $215.6 million was outstanding at September 30, 2024, and a $750.0 million revolving credit facility (the “Revolving Facility” and, together with the Term Facility, the “Credit Facilities”), of which no balance was outstanding at September 30, 2024. The Credit Facilities are unconditionally guaranteed jointly and severally on an unsecured basis by Allegion plc, Allegion US Holding Company Inc. ("Allegion US Hold Co"), the Company’s wholly-owned subsidiary, and Allegion (Ireland) Finance Designated Activity Company (“Allegion Ireland DAC”), the Company’s wholly-owned subsidiary.
The Term Facility requires quarterly principal payments through its maturity on November 18, 2026. Future payments total $3.1 million for the remainder of 2024, $21.9 million due in 2025, and $190.6 million due in 2026. The Company repaid $9.4 million of principal on the Term Facility during the nine months ended September 30, 2024.
The Revolving Facility matures on May 20, 2029 and includes up to $100.0 million for the issuance of letters of credit. The Company had $18.5 million of letters of credit outstanding at September 30, 2024. Borrowings under the Revolving Facility may be repaid at any time without premium or penalty, and amounts repaid may be reborrowed.
Outstanding borrowings under the Credit Facilities accrue interest, at the option of the Company, equal to either: (i) a Secured Overnight Financing Rate ("SOFR") rate plus an applicable margin or (ii) a base rate plus the applicable margin. The applicable margin ranges from 0.875% to 1.375% depending on the Company’s credit ratings. At September 30, 2024, the Company's outstanding borrowings under the Credit Facilities accrued interest at SOFR plus a margin of 1.225%, resulting in an interest
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
rate of 6.070%. The Credit Facilities also contain negative and affirmative covenants and events of default that, among other things, limit or restrict the Company’s ability to enter into certain transactions. In addition, the Credit Facilities require the Company to comply with a maximum leverage ratio as defined in the credit agreement. As of September 30, 2024, the Company was in compliance with all applicable covenants under the credit agreement.
Senior Notes
As of September 30, 2024, Allegion US Hold Co had $400.0 million outstanding of its 3.200% Senior Notes due 2024 (the "3.200% Senior Notes"), $400.0 million outstanding of its 3.550% Senior Notes due 2027 (the “3.550% Senior Notes”), $600.0 million outstanding of its 5.411% Senior Notes due 2032 (the "5.411% Senior Notes") and $400.0 million outstanding of its 5.600% Senior Notes due 2034 (the "5.600% Senior Notes"), and Allegion plc had $400.0 million outstanding of its 3.500% Senior Notes due 2029 (the “3.500% Senior Notes”, and all five senior notes collectively, the “Senior Notes”). The 3.550% Senior Notes and 3.500% Senior Notes require semi-annual interest payments on April 1 and October 1 of each year and will mature on October 1, 2027 and October 1, 2029, respectively. The 5.411% Senior Notes require semi-annual interest payments on January 1 and July 1 of each year, and will mature on July 1, 2032. The 5.600% Senior Notes require semi-annual interest payments on May 29 and November 29, beginning November 29, 2024, and mature on May 29, 2034. The Company repaid the 3.200% Senior Notes on October 1, 2024.
The 3.550% Senior Notes, 5.411% Senior Notes, and 5.600% Senior Notes are senior unsecured obligations of Allegion US Hold Co and rank equally with all of Allegion US Hold Co’s existing and future senior unsecured and unsubordinated indebtedness. The guarantee of the 3.550% Senior Notes, the 5.411% Senior Notes and the 5.600% Senior Notes is the senior unsecured obligation of Allegion plc and ranks equally with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. The 3.500% Senior Notes are senior unsecured obligations of Allegion plc, are guaranteed by Allegion US Hold Co and rank equally with all of the Company’s existing and future senior unsecured indebtedness. As of September 30, 2024, the company was in compliance with all applicable covenants under the Senior Notes.
NOTE 7 - FINANCIAL INSTRUMENTS
Currency Hedging Instruments
The gross notional amount of the Company’s currency derivatives was $221.8 million and $175.4 million at September 30, 2024 and December 31, 2023, respectively. Neither the fair values of currency derivatives, which are determined based on a pricing model that uses spot rates and forward prices from actively quoted currency markets that are readily observable (Level 2 inputs under the fair value hierarchy described in Note 10), nor the balances included in Accumulated other comprehensive loss were material as of September 30, 2024 or December 31, 2023. Currency derivatives designated as cash flow hedges did not have a material impact to either Net earnings or Other comprehensive income during the nine months ended September 30, 2024 and 2023, nor is the amount to be reclassified into Net earnings over the next twelve months expected to be material. At September 30, 2024, the maximum term of the Company’s currency derivatives was less than one year.
Concentration of Credit Risk
The counterparties to the Company’s forward contracts consist of a number of investment grade major international financial institutions. The Company could be exposed to losses in the event of nonperformance by the counterparties. However, the credit ratings and the concentration of risk in these financial institutions are monitored on a continuous basis, and therefore, the Company believes they present no significant credit risk to the Company.
NOTE 8 - LEASES
Total rental expense for the nine months ended September 30, 2024 and 2023, was $48.3 million and $47.6 million, respectively, and is classified within Cost of goods sold and Selling and administrative expenses within the Condensed and Consolidated Statements of Comprehensive Income. Rental expense related to short-term leases, variable lease payments or other leases or lease components not included within the right of use ("ROU") asset or lease liability totaled $12.3 million and $15.0 million, respectively, for the nine months ended September 30, 2024 and 2023. No material lease costs have been capitalized on the Condensed and Consolidated Balance Sheets as of September 30, 2024 or December 31, 2023.
The Company assesses the specific terms and conditions of each lease to determine the appropriate classification as either an operating or finance lease and the lease term. Substantially all of the Company's leases for which the Company is a lessee are classified as operating leases.
As a lessee, the Company categorizes its leases into two general categories: real estate leases and equipment leases. Amounts included within the Condensed and Consolidated Balance Sheets related to the Company’s ROU asset and lease liability for both real estate and equipment leases were as follows:
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | September 30, 2024 | | December 31, 2023 |
In millions | Balance Sheet classification | | Real estate | | Equipment | | Total | | Real estate | | Equipment | | Total |
ROU asset | Other noncurrent assets | | $ | 112.2 | | | $ | 40.6 | | | $ | 152.8 | | | $ | 114.7 | | | $ | 33.4 | | | $ | 148.1 | |
Lease liability - current | Accrued expenses and other current liabilities | | 20.1 | | | 17.2 | | | 37.3 | | | 18.7 | | | 15.0 | | | 33.7 | |
Lease liability - noncurrent | Other noncurrent liabilities | | 95.9 | | | 23.3 | | | 119.2 | | | 98.9 | | | 18.4 | | | 117.3 | |
| | | | | | | | | | | | | |
Other information: | | | | | | | | | | | | |
Weighted-average remaining term (years) | | 11.1 | | 2.8 | | | | 11.6 | | 2.7 | | |
Weighted-average discount rate | | 5.2 | % | | 5.6 | % | | | | 5.0 | % | | 4.4 | % | | |
The following table summarizes additional information related to the Company’s leases for the nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2024 | | 2023 |
In millions | | Real estate | | Equipment | | Total | | Real estate | | Equipment | | Total |
Cash paid for amounts included in the measurement of lease liabilities | | $ | 18.9 | | | $ | 17.1 | | | $ | 36.0 | | | $ | 18.0 | | | $ | 14.6 | | | $ | 32.6 | |
ROU assets obtained in exchange for new lease liabilities | | 11.0 | | | 14.6 | | | 25.6 | | | 57.3 | | | 10.8 | | | 68.1 | |
Future Repayments
Scheduled minimum lease payments required under non-cancellable operating leases for both the real estate and equipment lease portfolios for the remainder of 2024 and for each of the years thereafter as of September 30, 2024, are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In millions | | Remainder of 2024 | | 2025 | | 2026 | | 2027 | | 2028 | | Thereafter | | Total |
Real estate leases | | $ | 6.4 | | | $ | 25.2 | | | $ | 21.2 | | | $ | 17.0 | | | $ | 11.4 | | | $ | 77.2 | | | $ | 158.4 | |
Equipment leases | | 5.2 | | | 17.5 | | | 11.4 | | | 6.3 | | | 3.1 | | | 0.4 | | | 43.9 | |
Total | | $ | 11.6 | | | $ | 42.7 | | | $ | 32.6 | | | $ | 23.3 | | | $ | 14.5 | | | $ | 77.6 | | | $ | 202.3 | |
The difference between the total undiscounted minimum lease payments and the combined current and noncurrent lease liabilities as of September 30, 2024, is due to imputed interest of approximately $46 million.
NOTE 9 - DEFINED BENEFIT PLANS
The Company sponsors several U.S. and non-U.S. defined benefit pension plans for eligible employees and retirees and also maintains other supplemental plans for officers and other key employees. The components of the Company’s Net periodic pension benefit cost (income) for the three and nine months ended September 30 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| U.S. |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | 0.2 | | | $ | 0.2 | | | $ | 0.6 | | | $ | 0.6 | |
Interest cost | 2.9 | | | 3.1 | | | 8.7 | | | 9.0 | |
Expected return on plan assets | (3.7) | | | (3.7) | | | (11.3) | | | (11.2) | |
Administrative costs and other | 0.2 | | | 0.3 | | | 0.8 | | | 0.8 | |
Net amortization of: | | | | | | | |
Prior service costs | — | | | — | | | 0.1 | | | 0.1 | |
Plan net actuarial losses | 0.3 | | | 0.3 | | | 0.7 | | | 0.6 | |
Net periodic pension benefit (income) cost | $ | (0.1) | | | $ | 0.2 | | | $ | (0.4) | | | $ | (0.1) | |
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Non-U.S. |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | 0.4 | | | $ | 0.2 | | | $ | 1.3 | | | $ | 1.0 | |
Interest cost | 3.0 | | | 3.0 | | | 9.0 | | | 9.0 | |
Expected return on plan assets | (4.0) | | | (3.8) | | | (12.1) | | | (11.6) | |
Administrative costs and other | 0.4 | | | 0.5 | | | 1.3 | | | 1.3 | |
Net amortization of: | | | | | | | |
Prior service costs | 0.1 | | | 0.1 | | | 0.1 | | | 0.1 | |
Plan net actuarial losses | 0.8 | | | 0.7 | | | 2.6 | | | 2.5 | |
| | | | | | | |
Net periodic pension benefit cost | $ | 0.7 | | | $ | 0.7 | | | $ | 2.2 | | | $ | 2.3 | |
Service cost is recorded in Cost of goods sold and Selling and administrative expenses, while the remaining components of Net periodic pension benefit cost (income) are recorded in Other income, net within the Condensed and Consolidated Statements of Comprehensive Income. Employer contributions to the plans were not material during the nine months ended September 30, 2024 or 2023. Employer contributions totaling approximately $3.7 million are expected to be made during the remainder of 2024.
NOTE 10 - FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a framework that utilizes the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is comprised of three levels that are described below:
•Level 1 – Inputs based on quoted prices in active markets for identical assets or liabilities.
•Level 2 – Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.
•Level 3 – Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities.
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Assets and liabilities measured at fair value as of September 30, 2024, were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value measurements | | Total fair value |
In millions | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | |
Recurring fair value measurements | | | | | | | |
Assets: | | | | | | | |
Investments | $ | — | | | $ | 17.1 | | | $ | — | | | $ | 17.1 | |
| | | | | | | |
Total asset recurring fair value measurements | $ | — | | | $ | 17.1 | | | $ | — | | | $ | 17.1 | |
Liabilities: | | | | | | | |
| | | | | | | |
Deferred compensation and other retirement plans | $ | — | | | $ | 17.1 | | | $ | — | | | $ | 17.1 | |
Total liability recurring fair value measurements | $ | — | | | $ | 17.1 | | | $ | — | | | $ | 17.1 | |
Financial instruments not carried at fair value | | | | | | | |
Total debt | $ | — | | | $ | 2,432.4 | | | $ | — | | | $ | 2,432.4 | |
Total financial instruments not carried at fair value | $ | — | | | $ | 2,432.4 | | | $ | — | | | $ | 2,432.4 | |
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Assets and liabilities measured at fair value as of December 31, 2023, were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value measurements | | Total fair value |
In millions | Quoted prices in active markets for identical assets (Level 1) | | Significant other observable inputs (Level 2) | | Significant unobservable inputs (Level 3) | |
Recurring fair value measurements | | | | | | | |
Assets: | | | | | | | |
Investments | $ | — | | | $ | 18.0 | | | $ | — | | | $ | 18.0 | |
| | | | | | | |
Total asset recurring fair value measurements | $ | — | | | $ | 18.0 | | | $ | — | | | $ | 18.0 | |
Liabilities: | | | | | | | |
| | | | | | | |
Deferred compensation and other retirement plans | $ | — | | | $ | 18.2 | | | $ | — | | | $ | 18.2 | |
Total liability recurring fair value measurements | $ | — | | | $ | 18.2 | | | $ | — | | | $ | 18.2 | |
Financial instruments not carried at fair value | | | | | | | |
Total debt | $ | — | | | $ | 1,984.9 | | | $ | — | | | $ | 1,984.9 | |
Total financial instruments not carried at fair value | $ | — | | | $ | 1,984.9 | | | $ | — | | | $ | 1,984.9 | |
The Company determines the fair value of its financial assets and liabilities using the following methodologies:
•Investments – These instruments include equity mutual funds and corporate bond funds. The fair value is obtained based on observable market prices quoted on public exchanges for similar instruments.
•Deferred compensation and other retirement plans – These include obligations related to deferred compensation and other retirement plans adjusted for market performance. The fair value is obtained based on observable market prices quoted on public exchanges for similar instruments.
•Debt – These instruments are recorded at cost and include the Credit Facilities and Senior Notes maturing through 2034. The fair value of these debt instruments is obtained based on observable market prices quoted on public exchanges for similar instruments.
The methodologies used by the Company to determine the fair value of its financial assets and liabilities as of September 30, 2024, are the same as those used as of December 31, 2023. The carrying values of Cash and cash equivalents, Accounts and notes receivable, net, Accounts payable and Accrued expenses and other current liabilities are a reasonable estimate of their fair value due to the short-term nature of these instruments.
The Company also had investments in debt and equity securities without readily determinable fair values of $66.8 million and $65.8 million as of September 30, 2024 and December 31, 2023, respectively, which are classified as Other noncurrent assets within the Condensed and Consolidated Balance Sheets. These investments are considered to be nonrecurring fair value measurements, and thus, are not included in the fair value tables above.
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 11 - EQUITY
The changes in the components of Equity for the nine months ended September 30, 2024, were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Allegion plc shareholders' equity | | |
| | | Ordinary shares | | | | | | | | |
In millions, except per share amounts | Total equity | | Amount | | Shares | | Capital in excess of par value | | Retained earnings | | Accumulated other comprehensive loss | | |
Balance at December 31, 2023 | $ | 1,318.3 | | | $ | 0.9 | | | 87.5 | | | $ | — | | | $ | 1,578.9 | | | $ | (261.5) | | | |
Net earnings | 123.8 | | | — | | | — | | | — | | | 123.8 | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive loss, net | (24.0) | | | — | | | — | | | — | | | — | | | (24.0) | | | |
Repurchase of ordinary shares | (40.0) | | | — | | | (0.3) | | | (14.8) | | | (25.2) | | | — | | | |
Share-based compensation activity | 14.8 | | | — | | | 0.2 | | | 14.8 | | | — | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends to ordinary shareholders ($0.48 per share) | (42.0) | | | — | | | — | | | — | | | (42.0) | | | — | | | |
| | | | | | | | | | | | | |
Balance at March 31, 2024 | 1,350.9 | | | 0.9 | | | 87.4 | | | — | | | 1,635.5 | | | (285.5) | | | |
Net earnings | 155.4 | | | — | | | — | | | — | | | 155.4 | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive loss, net | (5.1) | | | — | | | — | | | — | | | — | | | (5.1) | | | |
Repurchase of ordinary shares | (40.0) | | | — | | | (0.3) | | | (4.1) | | | (35.9) | | | — | | | |
Share-based compensation activity | 5.9 | | | — | | | — | | | 5.9 | | | — | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends to ordinary shareholders ($0.48 per share) | (41.8) | | | — | | | — | | | — | | | (41.8) | | | — | | | |
| | | | | | | | | | | | | |
Balance at June 30, 2024 | 1,425.3 | | | 0.9 | | | 87.1 | | | 1.8 | | | 1,713.2 | | | (290.6) | | | |
Net earnings | 174.2 | | | — | | | — | | | — | | | 174.2 | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive income, net | 41.3 | | | — | | | — | | | — | | | — | | | 41.3 | | | |
Repurchase of ordinary shares | (40.0) | | | — | | | (0.3) | | | (13.8) | | | (26.2) | | | — | | | |
Share-based compensation activity | 12.0 | | | — | | | 0.1 | | | 12.0 | | | — | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends to ordinary shareholders ($0.48 per share) | (41.8) | | | — | | | — | | | — | | | (41.8) | | | — | | | |
| | | | | | | | | | | | | |
Balance at September 30, 2024 | $ | 1,571.0 | | | $ | 0.9 | | | 86.9 | | | $ | — | | | $ | 1,819.4 | | | $ | (249.3) | | | |
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The changes in the components of Equity for the nine months ended September 30, 2023, were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Allegion plc shareholders' equity | | |
| | | Ordinary shares | | | | | | | | |
In millions, except per share amounts | Total equity | | Amount | | Shares | | Capital in excess of par value | | Retained earnings | | Accumulated other comprehensive loss | | Noncontrolling interests |
Balance at December 31, 2022 | $ | 944.5 | | | $ | 0.9 | | | 87.9 | | | $ | 13.9 | | | $ | 1,212.8 | | | $ | (285.8) | | | $ | 2.7 | |
Net earnings | 123.6 | | | — | | | — | | | — | | | 123.5 | | | — | | | 0.1 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive income, net | 10.3 | | | — | | | — | | | — | | | — | | | 10.2 | | | 0.1 | |
| | | | | | | | | | | | | |
Share-based compensation activity | 5.7 | | | — | | | — | | | 5.7 | | | — | | | — | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends to ordinary shareholders ($0.45 per share) | (39.5) | | | — | | | — | | | — | | | (39.5) | | | — | | | — | |
| | | | | | | | | | | | | |
Balance at March 31, 2023 | 1,044.6 | | | 0.9 | | | 87.9 | | | 19.6 | | | 1,296.8 | | | (275.6) | | | 2.9 | |
Net earnings | 142.0 | | | — | | | — | | | — | | | 142.0 | | | — | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive income (loss), net | 7.9 | | | — | | | — | | | — | | | — | | | 8.8 | | | (0.9) | |
Repurchase of ordinary shares | (19.9) | | | — | | | (0.2) | | | (19.9) | | | — | | | — | | | — | |
Share-based compensation activity | 5.6 | | | — | | | 0.1 | | | 5.6 | | | — | | | — | | | — | |
Dividends to noncontrolling interests | (0.1) | | | — | | | — | | | — | | | — | | | — | | | (0.1) | |
Dividends to ordinary shareholders ($0.45 per share) | (39.6) | | | — | | | — | | | — | | | (39.6) | | | — | | | — | |
| | | | | | | | | | | | | |
Balance at June 30, 2023 | 1,140.5 | | | 0.9 | | | 87.8 | | | 5.3 | | | 1,399.2 | | | (266.8) | | | 1.9 | |
Net earnings | 156.4 | | | — | | | — | | | — | | | 156.3 | | | — | | | 0.1 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other comprehensive (loss) income, net | (29.2) | | | — | | | — | | | — | | | — | | | (29.9) | | | 0.7 | |
| | | | | | | | | | | | | |
Share-based compensation activity | 6.1 | | | — | | | — | | | 6.1 | | | — | | | — | | | — | |
Acquisition of noncontrolling interest | (3.0) | | | — | | | — | | | 0.4 | | | — | | | — | | | (3.4) | |
| | | | | | | | | | | | | |
Dividends to ordinary shareholders ($0.45 per share) | (39.4) | | | — | | | — | | | — | | | (39.4) | | | — | | | — | |
Balance at September 30, 2023 | $ | 1,231.4 | | | $ | 0.9 | | | 87.8 | | | $ | 11.8 | | | $ | 1,516.1 | | | $ | (296.7) | | | $ | (0.7) | |
In June 2023, the Company’s Board of Directors (the "Board") reauthorized the Company's existing share repurchase program and, as a result, authorized the repurchase of up to, and including, $500.0 million of the Company’s ordinary shares (the "Share Repurchase Authorization"). During the nine months ended September 30, 2024 the Company paid $120.0 million to repurchase ordinary shares on the open market under the Share Repurchase Authorization. As of September 30, 2024, the Company had approximately $340.0 million available under the Share Repurchase Authorization.
Accumulated Other Comprehensive Loss
The changes in Accumulated other comprehensive loss for the nine months ended September 30, 2024, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
In millions | | Cash flow hedges | | Defined benefit items | | Foreign currency items | | Total |
December 31, 2023 | | $ | 5.6 | | | $ | (125.9) | | | $ | (141.2) | | | $ | (261.5) | |
Other comprehensive income (loss) before reclassifications | | 0.8 | | | (4.8) | | | 13.4 | | | 9.4 | |
Amounts reclassified from accumulated other comprehensive loss(a) | | (0.8) | | | 3.5 | | | — | | | 2.7 | |
Tax (expense) benefit | | (0.2) | | | 0.3 | | | — | | | 0.1 | |
September 30, 2024 | | $ | 5.4 | | | $ | (126.9) | | | $ | (127.8) | | | $ | (249.3) | |
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The changes in Accumulated other comprehensive loss for the nine months ended September 30, 2023, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
In millions | | Cash flow hedges | | Defined benefit items | | Foreign currency items | | Total |
December 31, 2022 | | $ | 6.1 | | | $ | (117.1) | | | $ | (174.8) | | | $ | (285.8) | |
Other comprehensive income (loss) before reclassifications | | 0.7 | | | (0.7) | | | (13.6) | | | (13.6) | |
Amounts reclassified from accumulated other comprehensive loss(a) | | (0.5) | | | 2.9 | | | — | | | 2.4 | |
Tax benefit | | 0.2 | | | 0.1 | | | — | | | 0.3 | |
September 30, 2023 | | $ | 6.5 | | | $ | (114.8) | | | $ | (188.4) | | | $ | (296.7) | |
(a) Amounts reclassified from Accumulated other comprehensive loss and recognized into Net earnings related to cash flow hedges are recorded in Cost of goods sold and Interest expense. Amounts reclassified from Accumulated other comprehensive loss and recognized into Net earnings related to defined benefit items are recorded in Other income, net.
NOTE 12 - SHARE-BASED COMPENSATION
The Company’s share-based compensation plans include programs for stock options, restricted stock units ("RSUs") and performance stock units ("PSUs"). Share-based compensation expense is included in Cost of goods sold and Selling and administrative expenses within the Condensed and Consolidated Statements of Comprehensive Income. The following table summarizes the share-based compensation expense recognized for the three and nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Stock options | $ | 0.9 | | | $ | 0.8 | | | $ | 4.0 | | | $ | 3.6 | |
RSUs | 3.1 | | | 3.1 | | | 12.1 | | | 11.2 | |
PSUs | 2.0 | | | 2.0 | | | 6.0 | | | 5.5 | |
Pre-tax expense | 6.0 | | | 5.9 | | | 22.1 | | | 20.3 | |
Tax benefit | (0.6) | | | (0.6) | | | (2.2) | | | (2.5) | |
After-tax expense | $ | 5.4 | | | $ | 5.3 | | | $ | 19.9 | | | $ | 17.8 | |
Stock Options / RSUs
Eligible participants may receive (i) stock options, (ii) RSUs or (iii) a combination of both stock options and RSUs. Grants issued during the nine months ended September 30 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | | 2023 |
| Number granted | | Weighted- average fair value per award | | Number granted | | Weighted- average fair value per award |
Stock options | 135,906 | | | $ | 40.92 | | | 156,929 | | | $ | 33.66 | |
RSUs | 103,564 | | | $ | 129.48 | | | 131,386 | | | $ | 112.72 | |
The weighted-average fair value of the stock options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used during the nine months ended September 30:
| | | | | | | | | | | |
| 2024 | | 2023 |
Dividend yield | 1.47 | % | | 1.60 | % |
Volatility | 29.29 | % | | 28.47 | % |
Risk-free rate of return | 4.29 | % | | 4.10 | % |
Expected life (years) | 6.0 | | 6.0 |
Volatility is based on the Company’s historic volatility. The risk-free rate of return is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award. The expected life of the Company’s stock option awards is derived from the simplified approach based on the weighted-average time to vest and the remaining contractual term and represents the period of time that awards are expected to be outstanding.
Performance Stock Units
During the nine months ended September 30, 2024, the Company granted PSUs with a maximum award level of approximately 0.1 million shares. In February 2022, 2023 and 2024, the Company’s Compensation Committee granted PSUs that were earned based 50% upon a performance condition, measured at each reporting period by earnings per share ("EPS") performance in
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
relation to pre-established targets for each performance period set by the Compensation and Human Capital Committee of the Board, and 50% upon a market condition, measured by the Company’s relative total shareholder return against, for 2022 and 2023, the S&P 400 Capital Goods Index over a three-year performance period, and for 2024 a 50/50 blend of the S&P 400 Capitals Goods Index and the S&P 500 Capital Goods Index over a three-year performance period. The fair values of the market condition are estimated using a Monte Carlo Simulation approach in a risk-neutral framework to model future stock price movements based upon historical volatility, risk-free rates of return and correlation matrix.
NOTE 13 - OTHER INCOME, NET
The components of Other (income) expense, net for the three and nine months ended September 30 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Interest income | $ | (8.3) | | | $ | (1.5) | | | $ | (16.9) | | | $ | (3.4) | |
Foreign currency exchange (gain) loss | (0.5) | | | 1.1 | | | 0.3 | | | 2.8 | |
| | | | | | | |
Net periodic pension and postretirement benefit cost, less service cost | — | | | 0.4 | | | — | | | 0.5 | |
Other expense (income) | 0.4 | | | 0.1 | | | (0.6) | | | (1.7) | |
Other (income) expense, net | $ | (8.4) | | | $ | 0.1 | | | $ | (17.2) | | | $ | (1.8) | |
NOTE 14 - INCOME TAXES
The effective income tax rates for the three months ended September 30, 2024 and 2023, were 10.5% and 8.1%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024, the unfavorable year over year change in the amounts recognized for uncertain tax positions and the unfavorable mix of income earned in higher tax rate jurisdictions.
The effective income tax rates for the nine months ended September 30, 2024 and 2023, were 15.5% and 12.1%, respectively. The increase in the effective income tax rate compared to 2023 is primarily due to the enactment of global minimum tax in 2024, the unfavorable year over year change in the amounts recognized for uncertain tax positions and the unfavorable mix of income earned in higher tax rate jurisdictions.
NOTE 15 - EARNINGS PER SHARE ("EPS")
Basic EPS is calculated by dividing Net earnings attributable to Allegion plc by the weighted-average number of ordinary shares outstanding for the applicable period. Diluted EPS is calculated after adjusting the denominator of the basic EPS calculation for the effect of all potentially dilutive ordinary shares, which in the Company’s case includes shares issuable under share-based compensation plans.
The following table summarizes the weighted-average number of ordinary shares outstanding for basic and diluted EPS calculations for the three and nine months ended September 30:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Weighted-average number of basic shares | 87.1 | | | 87.9 | | | 87.3 | | | 87.9 | |
Shares issuable under share-based compensation plans | 0.5 | | | 0.3 | | | 0.5 | | | 0.4 | |
Weighted-average number of diluted shares | 87.6 | | | 88.2 | | | 87.8 | | | 88.3 | |
At September 30, 2024 and 2023, 0.3 million and 0.6 million stock options, respectively, were excluded from the computation of weighted-average diluted shares outstanding because the effect of including these shares would have been anti-dilutive.
NOTE 16 - NET REVENUES
The following tables show the Company’s Net revenues related to both tangible product sales and services for the three and nine months ended September 30, 2024 and 2023, respectively, disaggregated by business segment:
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2024 | | Nine months ended September 30, 2024 |
In millions | Allegion Americas | | Allegion International | | Total | | Allegion Americas | | Allegion International | | Total |
Net revenues | | | | | | | | | | | |
Products | $ | 744.6 | | | $ | 175.6 | | | $ | 920.2 | | | $ | 2,144.4 | | | $ | 542.5 | | | $ | 2,686.9 | |
Services | 37.8 | | | 9.1 | | | 46.9 | | | 118.0 | | | 21.7 | | | 139.7 | |
Total Net revenues | $ | 782.4 | | | $ | 184.7 | | | $ | 967.1 | | | $ | 2,262.4 | | | $ | 564.2 | | | $ | 2,826.6 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended September 30, 2023 | | Nine months ended September 30, 2023 |
In millions | Allegion Americas | | Allegion International | | Total | | Allegion Americas | | Allegion International | | Total |
Net revenues | | | | | | | | | | | |
Products | $ | 703.4 | | | $ | 167.1 | | | $ | 870.5 | | | $ | 2,090.5 | | | $ | 521.8 | | | $ | 2,612.3 | |
Services | 37.5 | | | 9.9 | | | 47.4 | | | 118.5 | | | 22.6 | | | 141.1 | |
Total Net revenues | $ | 740.9 | | | $ | 177.0 | | | $ | 917.9 | | | $ | 2,209.0 | | | $ | 544.4 | | | $ | 2,753.4 | |
Net revenues are shown by tangible product sales and services, as contract terms, conditions and economic factors affecting the nature, amount, timing and uncertainty around revenue recognition and cash flows are substantially similar within each of these two principal revenue streams. Product sales involve contracts with a single performance obligation, the transfer of control of a product or bundle of products to a customer. Service revenue, which includes inspection, maintenance and repair, design and installation, aftermarket and locksmith services, as well as software-as-a-service offerings such as access control, IoT integration and workforce management solutions, is delayed until the service performance obligations are satisfied.
As of September 30, 2024 and December 31, 2023, contract assets related to the Company’s right to consideration for work completed but not billed were not material. The Company does not have any costs to obtain or fulfill a contract that are capitalized on its Condensed and Consolidated Balance Sheets. During the three and nine months ended September 30, 2024 and 2023, no adjustments related to performance obligations satisfied in previous periods were recorded.
As of September 30, 2024 and December 31, 2023, contract liabilities related to revenues allocated to remaining performance obligations totaled $34.2 million and $27.2 million, respectively, and are classified as Accrued Expenses and Other Current Liabilities and Other noncurrent liabilities within the Condensed and Consolidated Balance Sheets. A majority of the contract liabilities are expected to be recognized as revenue within the next twelve months.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
The Company is involved in various litigation, claims and administrative proceedings, including those related to environmental and product warranty matters. Amounts recorded for identified contingent liabilities are estimates, which are reviewed periodically and adjusted to reflect additional information when it becomes available. Subject to the uncertainties inherent in estimating future costs for contingent liabilities, except as expressly set forth in this note, management believes that any liability which may result from these legal matters would not have a material adverse effect on the financial condition, results of operations, liquidity or cash flows of the Company.
Environmental Matters
As of September 30, 2024 and December 31, 2023, the Company had reserves for environmental matters of $18.2 million and $20.2 million, respectively. The total reserve at September 30, 2024 and December 31, 2023, included $10.1 million and $11.2 million, respectively, related to remediation of sites previously disposed by the Company. Environmental reserves are classified as Accrued expenses and other current liabilities or Other noncurrent liabilities within the Condensed and Consolidated Balance Sheets based on the timing of their expected future payment. The Company’s total current environmental reserve at September 30, 2024 and December 31, 2023, was $2.0 million and $3.6 million, respectively, and the remainder was classified as noncurrent. Expenses related to environmental remediation were not material during the nine months ended September 30, 2024 or 2023. Given the evolving nature of environmental laws, regulations and technology, the ultimate cost of future compliance is uncertain.
ALLEGION PLC
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Warranty Liability
The changes in the standard product warranty liability for the nine months ended September 30 were as follows:
| | | | | | | | | | | |
In millions | 2024 | | 2023 |
Balance at beginning of period | $ | 20.7 | | | $ | 18.2 | |
Reductions for payments | (10.4) | | | (6.8) | |
Accruals for warranties issued during the current period | 11.6 | | | 8.9 | |
Changes to accruals related to preexisting warranties | (0.6) | | | (0.5) | |
| | | |
Currency translation | 0.1 | | | (0.2) | |
Balance at end of period | $ | 21.4 | | | $ | 19.6 | |
Standard product warranty liabilities are classified as either Accrued expenses and other current liabilities or Other noncurrent liabilities within the Condensed and Consolidated Balance Sheets based on the timing of the expected future payments.
NOTE 18 - BUSINESS SEGMENT INFORMATION
The Company classifies its business into the following two reportable segments based on industry and market focus: Allegion Americas and Allegion International. The Company largely evaluates performance based on Segment operating income and Segment operating margins. Segment operating income is the measure of profit and loss that the Company’s chief operating decision maker, the chief executive officer, uses to evaluate the financial performance of the business and as the basis for resource allocation, performance reviews and compensation. For these reasons, the Company believes that Segment operating income represents the most relevant measure of segment profit and loss. The Company’s chief operating decision maker may exclude certain charges or gains, such as corporate charges and other special charges, from Operating income to arrive at a Segment operating income that is a more meaningful measure of profit and loss upon which to base operating decisions. The Company defines Segment operating margin as Segment operating income as a percentage of the segment’s Net revenues.
A summary of operations by reportable segment for the three and nine months ended September 30 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
In millions | 2024 | | 2023 | | 2024 | | 2023 |
Net revenues | | | | | | | |
Allegion Americas | $ | 782.4 | | | $ | 740.9 | | | $ | 2,262.4 | | | $ | 2,209.0 | |
Allegion International | 184.7 | | | 177.0 | | | 564.2 | | | 544.4 | |
Total | $ | 967.1 | | | $ | 917.9 | | | $ | 2,826.6 | | | $ | 2,753.4 | |
Segment operating income | | | | | | | |
Allegion Americas | $ | 221.1 | | | $ | 200.2 | | | $ | 622.4 | | | $ | 582.2 | |
Allegion International | 17.9 | | | 15.7 | | | 48.6 | | | 40.2 | |
Total | 239.0 | | | 215.9 | | | 671.0 | | | 622.4 | |
Reconciliation to Operating income | | | | | | | |
Unallocated corporate expense | (24.0) | | | (22.8) | | | (74.9) | | | (73.7) | |
Operating income | 215.0 | | | 193.1 | | | 596.1 | | | 548.7 | |
Reconciliation to earnings before income taxes | | | | | | | |
Interest expense | 28.8 | | | 22.9 | | | 76.8 | | | 70.2 | |
| | | | | | | |
Other (income) expense, net | (8.4) | | | 0.1 | | | (17.2) | | | (1.8) | |
Earnings before income taxes | $ | 194.6 | | | $ | 170.1 | | | $ | 536.5 | | | $ | 480.3 | |
NOTE 19 - SUBSEQUENT EVENTS
On October 1, 2024, the Company repaid the $400.0 million outstanding balance on the 3.200% Senior Notes.
On October 17, 2024, the Company, through its subsidiaries, acquired 100% of SOSS Door Hardware ("SOSS"), a manufacturer of premium door hardware primarily sold across North America. SOSS will be incorporated into the Company's Allegion Americas segment.
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that may cause a difference include, but are not limited to, those discussed under Part I, Item 1A – Risk Factors in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The following section is qualified in its entirety by the more detailed information, including our Condensed and Consolidated Financial Statements and the notes thereto, which appears elsewhere in this Quarterly Report.
Overview
Organization
Allegion plc and its consolidated subsidiaries ("Allegion," "the Company", "we," "our," or "us") are a leading global provider of security products and solutions operating in two segments: Allegion Americas and Allegion International. We sell a wide range of security products and solutions for end-users in commercial, institutional and residential facilities worldwide, including the education, healthcare, government, hospitality, retail, commercial office and single and multi-family residential markets. Our leading brands include CISA®, Interflex®, LCN®, Schlage®, SimonsVoss® and Von Duprin®.
Recent Developments
Business and Industry Trends and Outlook
In the third quarter of 2024, we experienced a mid-single digits percent increase in revenue as compared to the same period in 2023, driven by favorable pricing, volume growth from most of our major businesses, as well as the impact from acquisitions made during the year. We expect the business to continue to grow in the last quarter of 2024.
Acquisitions
On February 1, 2024, we, through our subsidiaries, acquired 100% of Boss Door Controls, a door solutions provider in the United Kingdom. Boss Door Controls is reported in the Allegion International segment.
On March 4, 2024, we, through our subsidiaries, acquired 100% of Montajes electronicos Dorcas S.L. ("Dorcas"), a leading manufacturer of electro-mechanical access control solutions based in Spain. Dorcas is reported in the Allegion International segment.
On June 3, 2024, we, through our subsidiaries, acquired 100% of Krieger Specialty Products, LLC ("Krieger"), a leading manufacturer of high-performance special purpose doors and windows based in the United States. Krieger is reported in the Company's Allegion Americas segment.
On June 10, 2024, we, through our subsidiaries, acquired 100% of Unicel Architectural Corp. ("Unicel"), a leading manufacturer of advanced glass, timber and aluminum building solutions based in Canada. Unicel is reported in the Company's Allegion Americas segment.
2024 Dividends and Share Repurchases
During the nine months ended September 30, 2024, we paid dividends of $1.44 per ordinary share to shareholders and repurchased approximately 0.9 million shares for $120.0 million.
Results of Operations – Three months ended September 30 | | | | | | | | | | | | | | | | | | | | | | | |
In millions, except per share amounts | 2024 | | % of revenues | | 2023 | | % of revenues |
Net revenues | $ | 967.1 | | | | | $ |