Notes to Consolidated Financial Statements
December 31, 2019
(All currency and share amounts are in millions, except per share and par value data)
(1) Basis of Presentation and Summary of Significant Accounting Policies
Our significant accounting policies are described below, as well as in other Notes that follow. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).
Principles of Consolidation — The consolidated financial statements include SPX Corporation’s (“SPX”, “our”, or “we”) accounts prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) after the elimination of intercompany transactions. Investments in unconsolidated companies where we exercise significant influence but do not have control are accounted for using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the VIE. We have an interest in a VIE, in which we are not the primary beneficiary, as a result of the sale of Balcke Dürr. See below and in Notes 2, 4 and 17 for further discussion of the Balcke Dürr sale. All other VIEs are considered immaterial, individually and in aggregate, to our consolidated financial statements.
Shift Away from the Power Generation Markets — On September 26, 2015, we completed the spin-off to our stockholders (the “Spin-Off”) of all the outstanding shares of SPX FLOW, Inc., a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries. Prior to the Spin-Off, our businesses serving the power generation markets had a major impact on the consolidated financial results of SPX. In the recent years leading up to the Spin-Off, these businesses experienced significant declines in revenues and profitability associated with weak demand and increased competition within the global power generation markets. Based on a review of our post-spin portfolio and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformer and process cooling systems businesses. As a result, we have significantly reduced our exposure to the power generation markets as indicated by the activities summarized below:
•Sale of Dry Cooling Business - On March 30, 2016, we completed the sale of our dry cooling business, a business that provides dry cooling systems to the global power generation markets.
•Sale of Balcke Dürr Business - On December 30, 2016, we completed the sale of Balcke Dürr, a business that provides heat exchangers and other related components to the European and Asian power generation markets, to a subsidiary of Mutares AG (the “Buyer”). Balcke Dürr historically had been the most significant of our power generation businesses. As we considered the disposition of Balcke Dürr to be the cornerstone of our strategic shift away from the power generation markets, and given the significance of Balcke Dürr’s financial results to our overall operations prior to its disposition, we have classified Balcke Dürr as a discontinued operation in the accompanying consolidated financial statements. See Note 4 for additional details.
•Planned Wind-Down of the SPX Heat Transfer Business - During the second quarter of 2018, as a continuation of our strategic shift away from power generation markets, we initiated a plan to wind-down the SPX Heat Transfer (“Heat Transfer”) business. In connection with the wind-down, we recorded charges of $3.5 in our 2018 operating results, with $0.9 related to the write-down of inventories (included in “Cost of products sold”), $0.6 related to the impairment of machinery and equipment and $2.0 related to severance costs (both included in “Special charges, net”). In addition, and as part of the wind-down, we sold certain intangible assets of the Heat Transfer business for net cash proceeds of $4.8, which resulted in a gain of less than $0.1 within our 2018 operating results. Lastly, during the first quarter of 2019, we completed the sale of Heat Transfer's manufacturing facility for cash proceeds of $5.5, which resulted in a gain recorded to “Other expense”, net, of $0.3. We anticipate completing the wind-down of Heat Transfer during 2020.
Acquisitions in 2019:
•Sabik – On February 1, 2019, we completed the acquisition of Sabik Marine (“Sabik”), primarily a manufacturer of obstruction lighting products, for a purchase price of $77.2, net of cash acquired of $0.6. The post-acquisition operating results of Sabik are reflected within our Detection and Measurement reportable segment.
•SGS – On July 3, 2019, we completed the acquisition of SGS Refrigeration Inc. (“SGS”), a manufacturer of industrial refrigeration products, for cash proceeds of $10.0 and a deferred payment not to exceed $1.5, with the ultimate amount of such deferred payment, if any, dependent upon the achievement of certain financial metrics by SGS during the year ended December 31, 2019. The post-acquisition operating results of SGS are reflected within our HVAC reportable segment.
•Patterson-Kelley – On November 12, 2019, we completed the acquisition of Patterson-Kelley, LLC (“Patterson-Kelley”), a manufacturer and distributor of commercial boilers and water heaters, for cash proceeds of $59.9. The post-acquisition operating results of Patterson-Kelley are reflected within our HVAC reportable segment.
The assets acquired and liabilities assumed in the Sabik, SGS, and Patterson-Kelley transactions have been recorded at estimates of fair value as determined by management, based on information available and on assumptions as to future operations and are subject to change upon completion of acquisition accounting for each of these entities.
Acquisitions in 2018:
•Schonstedt - On March 1, 2018, we completed the acquisition of Schonstedt Instrument Company (“Schonstedt”), a manufacturer and distributor of magnetic locator products used for locating underground utilities and other buried objects, for a purchase price of $16.4, net of cash acquired of $0.3. The post-acquisition operating results of Schonstedt are reflected within our Detection and Measurement reportable segment.
•Cues - On June 7, 2018, we completed the acquisition of Cues, Inc. (“Cues”), a manufacturer of pipeline inspection and rehabilitation equipment. The acquisition was completed through the purchase of all of the issued and outstanding shares of Cues’ parent company for a purchase price of $164.4, net of cash acquired of $20.6. The post-acquisition operating results of Cues are reflected within our Detection and Measurement reportable segment. See Note 4 for additional details on the Cues acquisition.
New Income Tax Law in the United States — On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted which significantly changed United States (“U.S.”) income tax law for businesses and individuals. The Act introduced changes that impact U.S. corporate tax rates (e.g., a reduction in the top tax rate from 35% to 21%), business-related exclusions, and deductions and credits. In addition, the Act imposes tax consequences for many entities that operate internationally, including the timing and the amount of tax to be paid on undistributed foreign earnings. As provided for by Staff Accounting Bulletin No. 118, we recorded provisional amounts in our 2017 consolidated financial statements to account for certain income tax effects of the Act. See Note 12 for a discussion of the impact of the Act on our consolidated financial statements.
Foreign Currency Translation and Transactions — The financial statements of our foreign subsidiaries are translated into U.S. dollars in accordance with the Foreign Currency Matters Topic of the Financial Accounting Standards Board Codification (“Codification”). Gains and losses on foreign currency translations are reflected as a separate component of equity and other comprehensive income. Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts and currency forward embedded derivatives, are included in “Other expense, net,” with the related net losses totaling $1.5, $0.3 and $3.3 in 2019, 2018 and 2017, respectively.
Cash Equivalents — We consider highly liquid money market investments with original maturities of three months or less at the date of purchase to be cash equivalents.
Revenue Recognition — Effective January 1, 2018, we adopted Accounting Standards Codification (“ASC”) 606 under the modified retrospective transition approach. See Note 5 for our policy for recognizing revenue under ASC 606 as well as the various other disclosures required by ASC 606.
For 2017, revenue continues to be presented based on prior guidance. Under such guidance, we recognized revenues from product sales upon shipment to the customer (e.g., FOB shipping point) or upon receipt by the customer (e.g., FOB destination). Revenues from service contracts and long-term maintenance arrangements were recognized on a straight-line basis over the agreement period. In addition, certain of our businesses, primarily within the Engineered Solutions reportable segment and those in our “All Other” group of operating segments, also recognized revenues from long-term construction/installation contracts under the percentage-of-completion method of accounting.
The percentage-of-completion on our long-term construction/installation contracts was measured principally by the percentage of costs incurred to date for each contract to the estimated costs for such contract at completion. We recognized revenues for similar short-term contracts using the completed-contract method of accounting.
Provisions for any estimated losses on uncompleted long-term contracts were made in the period in which such losses were determined. In the case of customer change orders for uncompleted long-term contracts, estimated recoveries were included for work performed in forecasting the ultimate profitability on certain contracts.
Our claims related to long-term contracts were recognized as revenue only after we had determined that collection was probable and the amount could be reliably estimated. Claims against us were recognized when a loss was considered probable and the amounts were reasonably estimable.
We recognized $255.5 in revenues under the percentage-of-completion method for the year ended December 31, 2017.
Research and Development Costs — We expense research and development costs as incurred. We charge costs incurred in the research and development of new software included in products to expense until technological feasibility is established. After technological feasibility is established, additional eligible costs are capitalized until the product is available for general release. We amortize these costs over the economic lives of the related products and include the amortization in cost of products sold. We perform periodic reviews of the recoverability of these capitalized software costs. At the time we determine that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, we write off any unrecoverable capitalized amounts. Capitalized software, net of amortization, totaled $3.8 and $6.2 as of December 31, 2019 and 2018, respectively. Capitalized software amortization expense totaled $2.4 in 2019, 2018 and 2017. We expensed research activities relating to the development and improvement of our products of $24.8, $22.9 and $23.3 in 2019, 2018 and 2017, respectively.
Property, Plant and Equipment — Property, plant and equipment (“PP&E”) is stated at cost, less accumulated depreciation. We use the straight-line method for computing depreciation expense over the useful lives of PP&E, which do not exceed 40 years for buildings and range from 3 to 15 years for machinery and equipment. Depreciation expense, including amortization of capital leases, was $23.2, $22.6 and $22.2 for the years ended December 31, 2019, 2018 and 2017, respectively. Leasehold improvements are amortized over the life of the related asset or the life of the lease, whichever is shorter. Interest is capitalized on significant construction or installation projects. No interest was capitalized during 2019, 2018 or 2017.
Pension and Postretirement — We recognize changes in the fair value of plan assets and actuarial gains and losses in earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expense and, accordingly, recognize the effects of plan investment performance, interest rate changes, and changes in actuarial assumptions as a component of earnings in the year in which they occur. The remaining components of pension/postretirement expense, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis.
Income Taxes — We account for income taxes based on the requirements of the Income Taxes Topic of the Codification, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.
Derivative Financial Instruments — We use foreign currency forward contracts to manage our exposures to fluctuating currency exchange rates, forward contracts to manage the exposure on forecasted purchases of commodity raw materials (“commodity contracts”) and interest rate protection agreements to manage our exposures to fluctuating interest rate risk on variable rate debt. Derivatives are recorded on the balance sheet and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair values of both the derivatives and the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the change in fair value of the derivatives is recorded in accumulated other comprehensive income (“AOCI”) and subsequently recognized in earnings when the forecasted transaction impacts earnings. We do not enter into financial instruments for speculative or trading purposes.
For those transactions that are designated as cash flow hedges, on the date the derivative contract is entered into, we document our hedge relationship, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction. We also assess, both at inception and quarterly thereafter, whether such derivatives are highly effective in offsetting changes in the fair value of the hedged item. See Notes 14 and 16 for further information.
Cash flows from hedging activities are included in the same category as the items being hedged, which are primarily operating activities.
(2) Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We evaluate these estimates and judgments on an ongoing basis and base our estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from the estimates and assumptions used in the consolidated financial statements and related notes.
Listed below are certain significant estimates and assumptions used in the preparation of our consolidated financial statements. Certain other estimates and assumptions are further explained in the related notes.
Accounts Receivable Allowances — We provide allowances for estimated losses on uncollectible accounts based on our historical experience and the evaluation of the likelihood of success in collecting specific customer receivables. In addition, we maintain allowances for customer returns, discounts and invoice pricing discrepancies, with such allowances primarily based on historical experience. Summarized below is the activity for these allowance accounts.
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Year ended December 31,
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|
|
|
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2019
|
|
2018
|
|
2017
|
Balance at beginning of year
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$
|
12.2
|
|
|
$
|
10.2
|
|
|
$
|
10.1
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|
|
|
|
|
|
Acquisitions
|
0.3
|
|
|
—
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|
|
—
|
|
Allowances provided
|
18.7
|
|
|
17.7
|
|
|
13.2
|
|
Write-offs, net of recoveries, credits issued and other
|
(20.7)
|
|
|
(15.7)
|
|
|
(13.1)
|
|
Balance at end of year
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$
|
10.5
|
|
|
$
|
12.2
|
|
|
$
|
10.2
|
|
Inventory — We estimate losses for excess and/or obsolete inventory and the net realizable value of inventory based on the aging and historical utilization of the inventory and the evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.
Long-Lived Assets and Intangible Assets Subject to Amortization — We continually review whether events and circumstances subsequent to the acquisition of any long-lived assets, or intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be fully recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows on an undiscounted basis related to the assets are likely to exceed the related carrying amount. We will record an impairment charge to the extent that the carrying value of the assets exceed their fair values as determined by valuation techniques appropriate in the circumstances, which could include the use of similar projections on a discounted basis.
In determining the estimated useful lives of definite-lived intangibles, we consider the nature, competitive position, life cycle position, and historical and expected future operating cash flows of each acquired asset, as well as our commitment to support these assets through continued investment and legal infringement protection.
Goodwill and Indefinite-Lived Intangible Assets — We test goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred to determine whether the carrying value exceeds the implied fair value. The fair value of reporting units is based generally on discounted projected cash flows, but we also consider factors such as comparable industry price multiples. We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about the carrying values of the reported net assets of our reporting units. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition, such as volume, price, service, product performance and technical innovations, as well as estimates associated with cost reduction initiatives, capacity utilization and assumptions for inflation and foreign currency changes.
Accrued Expenses — We make estimates and judgments in establishing accruals as required under GAAP. Summarized in the table below are the components of accrued expenses at December 31, 2019 and 2018.
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December 31,
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2019
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2018
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Employee benefits
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$
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78.5
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|
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$
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68.5
|
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Warranty
|
12.6
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|
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12.0
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Other (1)
|
129.3
|
|
|
103.2
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Total
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$
|
220.4
|
|
|
$
|
183.7
|
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___________________________________________________________________
(1)Other consists of various items including, among other items, accrued legal, interest and restructuring costs, none of which is individually material.
Legal — It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated. We do not discount legal obligations or reduce them by anticipated insurance recoveries.
Environmental Remediation Costs — We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of related assets. We record liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. Our environmental accruals cover anticipated costs, including investigation, remediation and operation and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. We generally do not discount environmental obligations or reduce them by anticipated insurance recoveries.
Risk Management Matters — We are subject to claims associated with risk management matters (e.g., product liability, predominately associated with alleged exposure to asbestos-containing materials, general liability, automobile, and workers’ compensation claims). The liabilities we record for these claims are based on a number of assumptions, including historical claims and payment experience and, with respect to asbestos claims, actuarial estimates of the future period during which additional claims are reasonably foreseeable. We also have recorded insurance recovery assets associated with the asbestos product liability matters. These assets represent amounts that we believe we are or will be entitled to recover under agreements we have with insurance companies. The assets we record for these insurance recoveries are based on a number of assumptions, including the continued solvency of the insurers, and our legal interpretation of our rights for recovery under the agreements we have with the insurers. In addition, we are self-insured for certain of our workers’ compensation, automobile, product, general liability, disability and health costs, and we maintain adequate accruals to cover our retained liabilities. Our accruals for self-insurance liabilities are based on claims filed and an estimate of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other factors, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred and reported. See Note 15 for additional details.
Warranty — In the normal course of business, we issue product warranties for specific products and provide for the estimated future warranty cost in the period in which the sale is recorded. We provide for the estimate of warranty cost based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided. In addition, due to the seasonal fluctuations at certain of our businesses, the timing of warranty provisions and the usage of warranty accruals can vary period to period. We make adjustments to initial obligations for warranties as changes in the obligations become reasonably estimable. The following is an analysis of our product warranty accrual for the periods presented:
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Year ended December 31,
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|
|
|
|
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2019
|
|
2018
|
|
2017
|
Balance at beginning of year
|
$
|
34.0
|
|
|
$
|
33.9
|
|
|
$
|
35.8
|
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Acquisitions
|
0.4
|
|
|
1.0
|
|
|
—
|
|
Impact of initial adoption of ASC 606
|
—
|
|
|
0.4
|
|
|
—
|
|
Provisions
|
14.0
|
|
|
11.9
|
|
|
13.0
|
|
Usage
|
(13.2)
|
|
|
(13.1)
|
|
|
(15.4)
|
|
Currency translation adjustment
|
(0.1)
|
|
|
(0.1)
|
|
|
0.5
|
|
Balance at end of year
|
35.1
|
|
|
34.0
|
|
|
33.9
|
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Less: Current portion of warranty
|
12.6
|
|
|
12.0
|
|
|
13.8
|
|
Non-current portion of warranty
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$
|
22.5
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|
|
$
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22.0
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|
|
$
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20.1
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__________________________________________________________________
Income Taxes — We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain tax positions in accordance with the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are classified as “Income taxes payable” and “Deferred and other income taxes” in the accompanying consolidated balance sheets based on an expectation as to the timing of when the matter will be resolved. As events change or resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. For tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority, assuming such authority has full knowledge of all relevant information. These reviews also entail analyzing the realization of deferred tax assets. When we believe that it is more likely than not that we will not realize a benefit for a deferred tax asset based on all available evidence, we establish a valuation allowance.
Employee Benefit Plans — Defined benefit plans cover a portion of our salaried and hourly employees, including certain employees in foreign countries. As discussed in Note 1, we recognize changes in the fair value of plan assets and actuarial gains and losses associated with our pension and postretirement benefit plans in earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expense. The remaining components of pension/postretirement expense, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis. See Note 11 for further discussion of our pension and postretirement benefits.
We derive pension expense from an actuarial calculation based on the defined benefit plans’ provisions and our assumptions regarding discount rate and rate of increase in compensation levels. We determine the discount rate for our more significant U.S. plans by matching the expected projected benefit obligation cash flows of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date. For our other plans, we determine the discount rate based on representative bond indices. The rate of increase in compensation levels is established based on our expectations of current and foreseeable future increases in compensation. We also consult with independent actuaries in determining these assumptions.
Parent Guarantees and Bonds Associated with Balcke Dürr — As further discussed in Note 17, in connection with the sale of Balcke Dürr, we remain contingently obligated under existing parent company guarantees and bank and surety bonds which totaled approximately Euro 79.0 and Euro 79.0, respectively, at the time of sale (and Euro 31.7 and Euro 9.4, respectively, at December 31, 2019). We have accounted for our contingent obligation in accordance with the Guarantees Topic of the Codification, which required that we record a liability for the estimated fair value of the parent company guarantees and the bonds in connection with the accounting for the sale of Balcke Dürr. We estimated the fair value of the parent company guarantees and bank and surety bonds considering the probability of default by Balcke Dürr and an estimate of the amount we would be obligated to pay in the event of a default. As also discussed in Note 17, under the related purchase agreement, Balcke Dürr provided cash collateral and mutares AG provided a partial guarantee in the event any of the bonds are called. We recorded an asset for the estimated fair value of the cash collateral provided by Balcke Dürr and the partial guarantee provided by mutares AG, with the estimated fair values based on the terms and conditions and relative risk associated with each of these securities. By way of an offset to “Other expense, net,” we are reducing the liability and amortizing the asset, with the reduction of the liability generally to occur upon return of the guarantee or bond which is expected to occur at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds, and the amortization of the asset to occur based on the expiration terms of each of the securities. We will continue to evaluate the adequacy of the recorded liability and will record an adjustment to the liability if we conclude that it is probable that we will be required to fund an amount greater than what is recorded. See Note 17 for further information regarding the estimated fair values of the parent company guarantees and bonds, as well as the cash collateral provided by Balcke Dürr and the partial guarantee provided by mutares AG.
(3) New Accounting Pronouncements
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard on revenue recognition (“ASC 606”) that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most current revenue recognition guidance, including industry-specific guidance. Effective January 1, 2018, we adopted ASC 606 using the modified retrospective transition approach for all contracts not completed as of the date of adoption. The modified retrospective transition approach recognizes any changes as of the beginning of the year of initial application (i.e., as of January 1, 2018) through retained earnings, with no restatement of comparative periods.
The only significant change in revenue recognition as a result of the adoption of ASC 606 related to our power transformer business. Under ASC 606, revenues for our power transformer business are being recognized over time, while under previous revenue recognition guidance (ASC 605), revenues for power transformers were recognized at a point in time. See Note 5 for further discussion of our revenue recognition principles under, and the post-adoption impact of, ASC 606.
In January 2016, the FASB issued an amendment to guidance that (i) requires equity securities (excluding equity method investments) to be measured at fair value, with changes in fair value recognized in net earnings, and (ii) enhances the disclosure associated with these instruments. The amendment allows equity securities that do not have readily determinable fair values to be measured at fair value, either upon the occurrence of an observable price change or identification of an impairment. We adopted this amendment in 2018, with the impact limited to an adjustment to the carrying value of an equity security that we had been accounting for based on its historical cost. In connection with our adoption, we adjusted the carrying value of this equity security to its estimated fair value, which resulted in a reduction, net of tax, of our retained deficit of $12.0. See Note 17 for additional details.
In February 2016, the FASB issued an amendment to existing guidance, ASC 842, that requires lessees to recognize assets and liabilities for the rights and obligations created by leases. Under the amendment, additional qualitative and quantitative disclosures are required to allow users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Effective January 1, 2019, we adopted ASC 842 using the modified retrospective transition approach. The modified retrospective transition approach recognizes any changes as of the beginning of the year of initial application (i.e., as of January 1, 2019) through retained earnings, with no restatement of comparative periods.
The new standard provides a number of optional practical expedients upon transition. We elected the “package of practical expedients,” which allowed us to maintain our prior conclusions regarding lease identification, lease classification and initial direct costs. We did not elect the practical expedients for the use-of-hindsight or land easements; the latter not being applicable to us.
The impact of the initial adoption of the standard on our consolidated balance sheet is summarized below, with the most significant impact being the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases. Our accounting for finance leases remains substantially unchanged.
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|
|
|
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|
|
December 31, 2018
|
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Impact of Adoption of ASC 842
|
|
January 1, 2019
|
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|
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|
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Assets
|
|
|
|
|
|
|
|
|
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Other assets
|
|
$
|
657.7
|
|
|
|
$
|
27.7
|
|
|
|
$
|
685.4
|
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|
|
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Liabilities
|
|
|
|
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|
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Accrued expenses
|
|
183.7
|
|
|
7.9
|
|
|
191.6
|
|
Other long-term liabilities
|
|
817.3
|
|
|
19.8
|
|
|
837.1
|
|
The adoption of ASC 842 had no impact on our retained deficit and no significant impact on the accompanying consolidated statements of operations for the year ended December 31, 2019 and consolidated statement of cash flows for the year ended December 31, 2019. See Note 6 for further discussion of the post adoption impact of ASC 842.
In June 2016, the FASB issued an amendment on the measurement of credit losses. The FASB’s new guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables, based on historical experience, current conditions, and reasonable and supportable forecasts. This amendment is effective for interim and annual periods beginning after December 15, 2019. We will adopt the new standard effective January 1, 2020 and do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
In October 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-16, which removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The requirements of ASU 2016-16 are to be applied on a modified retrospective basis, which entails recognizing the initial effect of adoption in retained earnings. We adopted ASU 2016-16 as of January 1, 2018, which resulted in an increase of our retained deficit of $0.2.
In January 2017, the FASB issued an amendment to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires that an entity recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This amendment is effective for annual reporting periods beginning after December 31, 2019, including interim periods within those annual reporting periods. Early adoption is permitted. The impact of this amendment on our consolidated financial statements will depend on the results of future goodwill impairment tests.
In August 2017, the FASB issued significant amendments to hedge accounting. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. We adopted this guidance during the first quarter of 2019, with such adoption having no material impact to our consolidated financial statements.
In February 2018, the FASB amended its guidance for reporting comprehensive income to reflect the potential impacts of the reduction in the corporate tax rate resulting from the Act. The amendment gives the option of reclassifying the stranded tax effects within AOCI to retained earnings during the fiscal year or quarter in which the effect of the lower tax rate is recorded. The amendment is effective for years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance as of January 1, 2018, which resulted in an increase of our retained deficit of $4.8.
In August 2018, the FASB issued amended guidance to simplify fair value measurement disclosure requirements. The new provisions eliminate the requirements to disclose (i) transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, and (iii) net asset value disclosure of estimates of timing of future liquidity events. The FASB also modified disclosure requirements of Level 3 fair value measurements. This guidance is effective for annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this standard on January 1, 2020 and do not expect the adoption to have a material impact on our consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business combination that result in a step-up in the tax basis of goodwill. The transition requirements are primarily prospective and the effective date is for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of the new guidance on our consolidated financial statements.
(4) Acquisitions and Discontinued Operations
Acquisition of Cues
As indicated in Note 1, on June 7, 2018, we completed the acquisition of Cues for $164.4, net of cash acquired of $20.6. We financed the acquisition with available cash and borrowings under our senior credit and trade receivables financing arrangements. The following is a summary of the recorded fair values of the assets acquired and liabilities assumed for Cues as of June 7, 2018:
|
|
|
|
|
|
|
|
|
Assets acquired:
|
|
|
Current assets, including cash and equivalents of $20.6
|
|
$
|
70.4
|
|
Property, plant and equipment
|
|
7.4
|
|
Goodwill
|
|
47.8
|
|
Intangible assets
|
|
79.5
|
|
Other assets
|
|
2.3
|
|
Total assets acquired
|
|
207.4
|
|
|
|
|
Current liabilities assumed
|
|
7.8
|
|
Non-current liabilities assumed
|
|
14.6
|
|
|
|
|
Net assets acquired
|
|
$
|
185.0
|
|
The identifiable intangible assets acquired consist of a trademark, customer backlog, customer relationships, and technology of $27.6, $0.8, $42.6, and $8.5, respectively, with such amounts based on an assessment of the related fair values. We are amortizing the customer backlog, customer relationships, and technology assets over 0.5, 12.0, and 11.0 years, respectively.
We acquired gross receivables of $13.6, which had a fair value at the acquisition date of $13.2 based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected synergies from combining our existing inspection equipment operations with those of Cues, expected market growth for Cues’ existing operations, and various other factors. We expect none of this goodwill or the intangible assets described above to be deductible for tax purposes.
For the period June 7, 2018 to December 31, 2018, Cues recognized revenues and a net loss of $52.3 and $0.4, respectively with the net loss impacted by charges of $4.3 associated with the excess fair value (over historical cost) of inventory acquired which has been subsequently sold. During the year ended December 31, 2018, we incurred acquisition related costs for Cues of $2.4, which have been recorded to “Selling, general and administrative” within the accompanying consolidated statement of operations.
The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2018 and 2017 as if the acquisition of Cues had taken place on January 1, 2017. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Cues. These pro forma results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, the removal of charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold, the removal of professional fees and other one-time costs incurred in connection with the transaction, and the related income tax effects.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
|
|
2018
|
|
2017
|
Revenues
|
|
|
|
|
$
|
1,572.7
|
|
|
$
|
1,511.4
|
|
Income from continuing operations
|
|
|
|
|
87.1
|
|
|
87.4
|
|
Net income
|
|
|
|
|
90.1
|
|
|
92.7
|
|
|
|
|
|
|
|
|
|
Income from continuing operations per share of common stock:
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
$
|
2.02
|
|
|
$
|
2.06
|
|
Diluted
|
|
|
|
|
$
|
1.95
|
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
Net income per share of common stock:
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
$
|
2.09
|
|
|
$
|
2.19
|
|
Diluted
|
|
|
|
|
$
|
2.02
|
|
|
$
|
2.11
|
|
Other Acquisitions
As indicated in Note 1, on March 1, 2018, February 1, 2019, July 3, 2019, and November 12, 2019, we completed the acquisitions of Schonstedt, Sabik, SGS, and Patterson-Kelley, respectively. The pro forma effects of these acquisitions are not material to our consolidated results of operations.
Sale of Balcke Dürr Business
As indicated in Note 1, on December 30, 2016, we completed the sale of Balcke Dürr. In connection with the sale, we recorded a net loss of $78.6 to “Gain (loss) on disposition of discontinued operations, net of tax” during 2016.
During 2017, we reduced the net loss associated with the sale of Balcke Dürr by $6.8. The reduction was comprised of an additional income tax benefit recorded for the sale of $9.4, partially offset by the impact of adjustments to liabilities retained in connection with the sale and certain other adjustments. During the second quarter of 2018, we reached a settlement with the Buyer on the amount of cash and working capital at the closing date, as well as on various other matters, for a net payment from the Buyer in the amount of Euro 3.0. The settlement resulted in a gain, net of tax, of $3.8, which was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the second quarter of 2018.
Other Discontinued Operations Activity
In addition to Balcke Dürr, we recognized net losses of $4.4, $0.8 and $1.5 during 2019, 2018 and 2017, respectively, resulting from adjustments to gains/losses on dispositions of businesses discontinued prior to 2017.
Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.
For the years ended December 31, 2019, 2018 and 2017, results of operations from our businesses reported as discontinued operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Balcke Dürr
|
|
|
|
|
|
Income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
(2.6)
|
|
Income tax (provision) benefit
|
—
|
|
|
(2.5)
|
|
|
9.4
|
|
Income from discontinued operations, net
|
—
|
|
|
3.8
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
|
|
|
|
Loss from discontinued operations
|
(4.0)
|
|
|
(1.2)
|
|
|
(4.0)
|
|
Income tax (provision) benefit
|
(0.4)
|
|
|
0.4
|
|
|
2.5
|
|
Loss from discontinued operations, net
|
(4.4)
|
|
|
(0.8)
|
|
|
(1.5)
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Income (loss) from discontinued operations
|
(4.0)
|
|
|
5.1
|
|
|
(6.6)
|
|
Income tax (provision) benefit
|
(0.4)
|
|
|
(2.1)
|
|
|
11.9
|
|
Income (loss) from discontinued operations, net
|
$
|
(4.4)
|
|
|
$
|
3.0
|
|
|
$
|
5.3
|
|
(5) Revenues from Contracts
As indicated in Notes 1 and 3, effective January 1, 2018, we adopted ASC 606 under the modified retrospective transition approach. As a result, for periods prior to 2018, revenue continues to be presented based on prior guidance. Summarized below is our policy for recognizing revenue under ASC 606, as well as the various disclosures required by ASC 606.
Performance Obligations - Certain of our contracts are comprised of multiple deliverables, which can include hardware and software components, installation, maintenance, and extended warranties. For these contracts, we evaluate whether these deliverables represent separate performance obligations as defined by ASC 606. In some cases, a customer contracts with us to integrate a complex set of tasks and components into a single project or capability (even if the single project results in the delivery of multiple units). Hence, the entire contract is treated as a single performance obligation. In contrast, we may promise to provide distinct goods or services within a contract, in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. In cases where we sell standard products with observable standalone selling prices, these selling prices are used to determine the standalone selling price. In cases where we sell a customized customer specific solution, we typically use the expected cost plus margin approach to estimate the standalone selling price of each performance obligation. Sales taxes and other usage-based taxes are excluded from revenue.
Remaining performance obligations represent performance obligations that have yet to be satisfied. As a practical expedient, we do not disclose performance obligations that are (i) part of a contract that has an original expected duration of less than one year (this encompasses substantially all contracts with customers in the HVAC and Detection and Measurement reportable segments) and/or (ii) satisfied in a manner consistent with our right to consideration from the customer (i.e., revenue is recognized as value is transferred). Performance obligations for contracts with an original duration in excess of one year that have yet to be satisfied as of the end of a period primarily relate to our large process cooling systems, as well as certain of our bus fare collection systems. As of December 31, 2019, the aggregate amount allocated to remaining performance obligations after the effect of practical expedients was $75.9. We expect to recognize revenue on approximately 47% and 67% of the remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.
Options - We offer options within certain of our contracts to purchase future goods or services. To the extent the option provides a material right to a future benefit (i.e., future goods and services at a discount from the relative standalone selling price), we separate the material right as a performance obligation and adjust the standalone selling price of the other performance obligations within the contract. When determining the relative standalone selling price of the option, we first determine the incremental discount that the customer would receive by exercising the option and then adjust that value based on the probability of option exercise (based, where possible, on historical experience). Revenue is recognized for the option as either the option is exercised or when it expires.
Contract Combination and Modification - We assess each contract at its inception to determine whether it should be combined with other contracts for revenue recognition purposes. When making this determination, we consider factors such as whether two or more contracts with a customer were negotiated at or near the same time or were negotiated with an overall profit objective. Contracts are sometimes modified for changes in contract specifications, scope, or price (or a combination of these). Contract modifications for goods or services that are not distinct within the context of the contract (generally associated with specification changes for certain product lines within our Engineered Solutions reportable segment and “All Other” category of operating segments) are accounted for as part of the existing contract. Contract modifications for goods or services that are distinct (i.e., adding or subtracting distinct goods or services) are accounted for as either a termination of the existing contract and the creation of a new contract (where the goods or services are not priced at their standalone selling price), or the creation of separate contract (where the goods or services are priced at their standalone selling price).
Variable Consideration - We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. For contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant revenue reversal and, if necessary, constrain the amount of variable consideration recognized in order to mitigate this risk. Variable consideration primarily pertains to late delivery penalties, unapproved change orders and claims (levied by us and/or against us), and index-based pricing. Actual amounts of consideration ultimately received may differ from our estimates. If actual results vary from our estimates, we will adjust these estimates, which would affect revenue and earnings in the period such variances become known.
As noted above, the nature of our contracts gives rise to several types of variable consideration, including unapproved change orders and claims. We include in our contract estimates additional revenue for unapproved change orders or claims against the customer when we believe we have an enforceable right to the unapproved change order or claim, the amount can be reliably estimated, and the above criteria have been met. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim. These estimates are also based on historical award experience.
As indicated in Note 15, during February, March, and April of 2019, we received a number of claims from the prime contractors on these projects asserting various amounts of damages. In consideration of these claims (including the magnitude of the claims and claims in areas that had not been previously identified by the prime contractors), and in accordance with ASC 606, we analyzed the risk of a significant revenue reversal associated with the amount of variable consideration that had been recorded for these projects. Based on such analysis, we reduced the amount of cumulative revenue associated with variable consideration on the large power projects in South Africa by $17.5 during the first quarter of 2019, as it was no longer probable that such amounts of revenue would not be reversed.
As indicated in Note 15, on June 28, 2019, our South African subsidiary, DBT, reached an agreement with Alstom S&E Africa (PTY) LTD (“Alstom/GE”), one of the prime contractors on the large power projects in South Africa to, among other things, settle all material outstanding claims between the parties (other than certain pass-through claims relating to third parties). In connection with the agreement, we reduced the amount of cumulative revenue associated with variable consideration on the large power projects in South Africa by $6.0 during the second quarter of 2019.
As of December 31, 2019, there was no cumulative recognized revenue related to variable consideration on the large power projects in South Africa.
Returns, Customer Sales Incentives and Warranties - We have certain arrangements that require us to estimate, at the time of sale, the amounts of variable consideration that should be excluded from revenue as (i) certain amounts are not expected to be collected from customers and/or (ii) the product may be returned. We principally rely on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of shipment and to reduce the transaction price. These arrangements include volume rebates, which are estimated using the most likely amount method, as well as early payment discounts and promotional and advertising allowances, which are estimated using the expected value method. We primarily offer assurance-type standard warranties that the product will conform to published specifications for a defined period of time after delivery. These types of warranties do not represent separate performance obligations. We establish provisions for estimated returns and warranties primarily based on contract terms and historical experience, using the expected value method. Certain businesses offer extended warranties, which are considered separate performance obligations.
Contract Costs - We have elected to apply the practical expedient provided under ASC 606 which allows an entity to expense incremental costs of obtaining or fulfilling a contract when incurred if the amortization period of the asset that the entity otherwise would have recorded is one year or less. Shipping and handling costs associated with outbound freight after
control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products sold. The net asset recorded for incremental costs incurred to obtain or fulfill contracts, after consideration of the practical expedient mentioned above, is not material to our consolidated financial statements.
Nature of Goods and Services, Satisfaction of Performance Obligations, and Payment Terms
Our HVAC product lines include package cooling towers, residential and commercial boilers, and comfort heating and ventilation products. Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, with satisfaction of these performance obligations occurring at the time of shipment or delivery (i.e., control is transferred at a point in time). The typical length of a contract is one to three months and payment terms are generally 15 to 60 days after shipment to the customer.
Our detection and measurement product lines include underground pipe and cable locators, inspection and rehabilitation equipment, bus fare collection systems, signal monitoring, and obstruction lighting. Performance obligations for these product lines relate to delivery of equipment and components, installation and other short-term services, long-term maintenance and software subscription services. Performance obligations for equipment and components generally are satisfied at the time of shipment or delivery (i.e., control is transferred at a point in time). Performance obligations for installation and other short-term services are satisfied over time as the installation or service is performed. Performance obligations for maintenance and software subscription services are satisfied over time, with the related revenue recorded evenly throughout the contract service period as this method best depicts how control of the service is transferred. Payment terms for equipment and components are typically 30 to 60 days after shipment or delivery, while payment for services typically occurs at completion for shorter-term engagements (less than three months in duration) and throughout the service period for longer-term engagements (generally greater than three months in duration). These product lines have varying contract lengths ranging from one to eighteen months (with the longer term contracts generally associated with our bus fare collection systems and signal monitoring products lines), with the typical duration being one to three months.
Our engineered solutions product lines include medium and large power transformers and process cooling equipment. Performance obligations for these product lines relate to delivery of equipment and components, construction and reconstruction of cooling towers and other components, and providing installation, replacement/spare parts, and various other services. For these product lines, our customers typically contract with us to provide a customer-specific solution. The customer typically controls the work in process due to contractual termination clauses whereby we have an enforceable right to recovery of cost incurred including a reasonable profit for work performed to date on products or services that do not have an alternative use to us. Additionally, certain projects are performed on customer sites such that the customer controls the asset as it is created or enhanced. As such, performance obligations for these product lines are generally satisfied over time, with the related revenue recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion, as this method best depicts how control of the product or service is being transferred. Revenue for sales of certain engineered components and all replacement/spare parts is recognized upon shipment or delivery (i.e., at a point in time). The length of customer contract is generally 6 to 12 months for our power transformers business and 6 to 18 months for our process cooling business. Payments on longer-term contracts are generally commensurate with milestones defined in the related contract, while payments for the replacement/spare parts contracts typically occur 30 to 60 days after delivery.
Our remaining (“All Other”) product lines include primarily heat exchangers and two large power plant contracts in our South African business. Performance obligations for these product lines relate to delivery of equipment and components and construction, installation, and various other services. For these product lines, our customers typically contract with us to provide a customer-specific solution. The customer typically controls the work in process due to contractual termination clauses whereby we have an enforceable right to recovery of cost incurred including a reasonable profit for work performed to date on products or services that do not have an alternative use to us. Additionally, certain projects are performed on customer sites such that the customer controls the asset as it is created or enhanced. As such, performance obligations for these product lines are generally satisfied over time, with the related revenue recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion, as this method best depicts how control of the product or service is being transferred. The length of customer contract is generally 6 to 18 months for our heat exchanger business. The large contracts in our South African business relate to the construction of two large power plants that have a length in excess of 10 years. Payments for these product lines are generally commensurate with milestones defined in the related contract.
Customer prepayments, progress billings, and retention payments are customary in certain of our project-based businesses, generally for our engineered solutions and “All Other” product lines and, to a lesser extent, our detection and measurement product lines. Customer prepayments, progress billings, and retention payments are not considered a significant financing component because they are intended to protect either the customer or ourselves in the event that some or all of the obligations under the contract are not completed. Additionally, most contract assets are expected to convert to accounts
receivable, and contract liabilities are expected to convert to revenue, within one year. As such, after applying the practical expedient to exclude potential financing components that are less than one year in duration, we do not have any such financing components.
Disaggregated Revenues
We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments and our group of other operating segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are effected by economic factors, with such disaggregation presented below for the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
Reportable Segments and All Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Engineered Solutions
|
|
All Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
|
|
Cooling
|
|
$
|
284.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284.2
|
|
Boilers, comfort heating, and ventilation
|
|
309.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
309.0
|
|
Underground locators and inspection and rehabilitation equipment
|
|
—
|
|
|
194.3
|
|
|
—
|
|
|
—
|
|
|
194.3
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
190.6
|
|
|
—
|
|
|
—
|
|
|
190.6
|
|
Power transformers
|
|
—
|
|
|
—
|
|
|
403.4
|
|
|
—
|
|
|
403.4
|
|
Process cooling equipment, services, and heat exchangers
|
|
—
|
|
|
—
|
|
|
145.5
|
|
|
9.3
|
|
|
154.8
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9)
|
|
|
(10.9)
|
|
|
|
$
|
593.2
|
|
|
$
|
384.9
|
|
|
$
|
548.9
|
|
|
$
|
(1.6)
|
|
|
$
|
1,525.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
593.2
|
|
|
$
|
357.1
|
|
|
$
|
48.4
|
|
|
$
|
3.0
|
|
|
$
|
1,001.7
|
|
Revenues recognized over time
|
|
—
|
|
|
27.8
|
|
|
500.5
|
|
|
(4.6)
|
|
|
523.7
|
|
|
|
$
|
593.2
|
|
|
$
|
384.9
|
|
|
$
|
548.9
|
|
|
$
|
(1.6)
|
|
|
$
|
1,525.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
Reportable Segments and All Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Engineered Solutions
|
|
All Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
|
|
Cooling
|
|
$
|
281.7
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
281.7
|
|
Boilers, comfort heating, and ventilation
|
|
300.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300.4
|
|
Underground locators and inspection and rehabilitation equipment
|
|
—
|
|
|
159.1
|
|
|
—
|
|
|
—
|
|
|
159.1
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
161.8
|
|
|
—
|
|
|
—
|
|
|
161.8
|
|
Power transformers
|
|
—
|
|
|
—
|
|
|
373.8
|
|
|
—
|
|
|
373.8
|
|
Process cooling equipment, services, and heat exchangers
|
|
—
|
|
|
—
|
|
|
163.2
|
|
|
49.5
|
|
|
212.7
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49.1
|
|
|
49.1
|
|
|
|
$
|
582.1
|
|
|
|
$
|
320.9
|
|
|
|
$
|
537.0
|
|
|
|
$
|
98.6
|
|
|
|
$
|
1,538.6
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
582.1
|
|
|
|
$
|
307.3
|
|
|
|
$
|
61.5
|
|
|
|
$
|
5.1
|
|
|
$
|
956.0
|
|
Revenues recognized over time
|
|
—
|
|
|
13.6
|
|
|
475.5
|
|
|
93.5
|
|
|
582.6
|
|
|
|
$
|
582.1
|
|
|
|
$
|
320.9
|
|
|
|
$
|
537.0
|
|
|
|
$
|
98.6
|
|
|
|
$
|
1,538.6
|
|
Contract Balances
Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our consolidated balance sheets. Our contract balances consisted of the following as of December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Balances
|
December 31, 2019
|
|
December 31, 2018 (1)
|
|
Change
|
Contract Accounts Receivable (1)
|
$
|
260.8
|
|
|
$
|
263.9
|
|
|
$
|
(3.1)
|
|
Contract Assets
|
63.4
|
|
|
91.2
|
|
|
(27.8)
|
|
Contract Liabilities - current
|
(100.8)
|
|
|
(79.5)
|
|
|
(21.3)
|
|
Contract Liabilities - non-current (2)
|
(3.3)
|
|
|
(2.1)
|
|
|
(1.2)
|
|
Net contract balance
|
$
|
220.1
|
|
|
$
|
273.5
|
|
|
$
|
(53.4)
|
|
_____________________
(1) Included in “Accounts receivable, net” within the accompanying consolidated balance sheets.
(2) Included in “Other long-term liabilities” within the accompanying consolidated balance sheets.
The $53.4 decrease in our net contract balance from December 31, 2018 to December 31, 2019 was due primarily to cash payments received from customers during the period, partially offset by revenue recognized during the period.
During 2019, we recognized revenues of $63.1 related to our contract liabilities at December 31, 2018.
Impact of ASC 606 Adoption
Summarized below is a comparison of our consolidated statement of operations and comprehensive income for the year ended December 31, 2018 as prepared under the provisions of ASC 606 to a presentation of this financial statement under the prior revenue recognition guidance. As previously discussed, the most significant impact of adopting ASC 606 relates to our power transformer business where, under ASC 606, revenues for power transformers are now being recorded over time versus at a point in time under the prior revenue recognition guidance. As such, and as noted below, the difference in revenue and earnings under prior revenue recognition guidance during the year ended December 31, 2018 is due primarily to the timing of power transformer deliveries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018
|
|
|
|
|
Consolidated statement of operations and comprehensive income
|
Reported
|
|
Effect of ASC 606 Adoption
|
|
Under Prior Revenue Recognition Guidance
|
Revenues
|
$
|
1,538.6
|
|
|
$
|
(14.2)
|
|
|
$
|
1,524.4
|
|
Cost of products sold
|
1,127.9
|
|
|
(11.6)
|
|
|
1,116.3
|
|
Selling, general and administrative
|
292.6
|
|
|
(0.6)
|
|
|
292.0
|
|
Operating income
|
107.6
|
|
|
(2.0)
|
|
|
105.6
|
|
Income from continuing operations before income taxes
|
79.6
|
|
|
(2.0)
|
|
|
77.6
|
|
Income tax provision
|
(1.4)
|
|
|
0.5
|
|
|
(0.9)
|
|
Income from continuing operations
|
78.2
|
|
|
(1.5)
|
|
|
76.7
|
|
Net income
|
$
|
81.2
|
|
|
$
|
(1.5)
|
|
|
$
|
79.7
|
|
|
|
|
|
|
|
Comprehensive income
|
$
|
76.0
|
|
|
$
|
(0.5)
|
|
|
$
|
75.5
|
|
|
|
|
|
|
|
|
|
Basic income per share of common stock:
|
|
|
|
|
|
Income from continuing operations
|
$
|
1.82
|
|
|
$
|
(0.04)
|
|
|
$
|
1.78
|
|
Net income per share
|
$
|
1.89
|
|
|
$
|
(0.04)
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
Diluted income per share of common stock:
|
|
|
|
|
|
Income from continuing operations
|
$
|
1.75
|
|
|
$
|
(0.03)
|
|
|
$
|
1.72
|
|
Net income per share
|
$
|
1.82
|
|
|
$
|
(0.03)
|
|
|
$
|
1.79
|
|
Consolidated statement of cash flows - The impact of ASC 606 on our consolidated statement of cash flows for the year ended December 31, 2018 is not presented, as the only impact to operating cash flows related to changes to net income and certain working capital amounts (no change to total operating cash flows) and there was no impact to investing or financing cash flows.
(6) Leases
As indicated in Note 3, effective January 1, 2019, we adopted ASC 842 under the modified retrospective transition approach. As a result, for periods prior to 2019, leases continue to be presented based on prior guidance. Summarized below is our policy under, as well as the various other disclosures required by, ASC 842.
We elected to account for lease agreements with lease and non-lease components as a single component for all leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet and we recognize lease expense for these leases on a straight-line basis over the lease term.
We review if an arrangement is a lease at inception and conclude whether the contract contains an identified asset if we have the right to obtain substantially all the economic benefit and direct the use of the asset. Operating leases with ROU assets are reflected within “Other assets,” “Accrued expenses,” and “Other long-term liabilities” within our consolidated balance sheet. Finance leases are included in “Property, plant and equipment,” “Current maturities of long-term debt,” and “Long-term debt.”
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and the related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. These payments include renewal options when reasonably certain to be exercised, and exclude termination options. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments and excludes lease incentives.
We have operating and finance leases for facilities, equipment, and vehicles. Our leases have remaining lease terms of one year to 10 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the lease within one year. We rent or sublease certain space within owned facilities to third parties under operating leases, with the impact of these lease arrangements being immaterial to our consolidated financial statements.
The components of lease expense were as follows:
|
|
|
|
|
|
|
|
Year ended
|
|
|
December 31, 2019
|
|
Operating lease cost (1)
|
$
|
13.5
|
|
|
Variable lease cost
|
$
|
—
|
|
|
|
|
|
Finance lease cost:
|
|
|
Amortization of right-of-use assets
|
$
|
1.2
|
|
|
Interest on lease liabilities
|
0.1
|
|
|
Total finance lease cost
|
$
|
1.3
|
|
|
__________________________
(1) Includes short-term lease cost of $3.8.
Supplemental cash flow information related to leases for the year ended December 31, 2019 was as follows:
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
Operating cash flow from operating leases
|
$
|
9.8
|
|
Operating cash flows from finance leases
|
0.1
|
|
Financing cash flows from finance leases
|
1.2
|
|
Non-cash activities:
|
|
Operating lease right-of-use assets obtained in exchange for new lease obligations
|
5.2
|
|
Finance lease right-of-use assets obtained in exchange for new lease obligations
|
1.3
|
|
Supplemental balance sheet information related to leases as of December 31, 2019 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases:
|
|
|
Affected Line Item in the Consolidated Balance Sheet
|
Operating lease ROU assets (1)
|
$
|
30.7
|
|
|
Other assets
|
|
|
|
|
Operating lease current liabilities
|
$
|
7.8
|
|
|
Accrued expenses
|
Operating lease non-current liabilities
|
17.7
|
|
|
Other long-term liabilities
|
Total operating lease liabilities
|
$
|
25.5
|
|
|
|
|
|
|
|
|
|
|
|
Finance Leases:
|
|
|
|
Finance Lease Assets
|
$
|
2.5
|
|
|
Property, plant and equipment, net
|
|
|
|
|
Finance lease current liabilities
|
$
|
1.0
|
|
|
Current maturities of long-term debt
|
Finance lease non-current liabilities
|
1.7
|
|
|
Long-term debt
|
Total finance lease liabilities
|
$
|
2.7
|
|
|
|
___________________________________________________________________
(1) Includes favorable leasehold interests of $6.9 recorded as part of the acquisition of Patterson-Kelley.
The weighted average remaining lease terms (years) of our leases as of December 31, 2019 were as follows:
|
|
|
|
|
|
Operating Leases
|
5.2
|
Finance Leases
|
3.3
|
The discount rate utilized to determine the present value of lease payments over the lease term is our incremental borrowing rate based on the information available at commencement date. In developing the incremental borrowing rate, we considered the interest rate that reflects a term similar to the underlying lease term on a fully collateralized basis. We concluded to apply the incremental borrowing rate at a consolidated portfolio level using a five-year term, as the results did not materially differ upon further stratification. The weighted-average discount for both our operating and finance leases was 3.8% at December 31, 2019.
The future minimum payments under our operating and finance leases were as follows as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases (1)
|
|
Finance Leases
|
|
Total
|
|
|
|
|
|
|
Next 12 months
|
$
|
8.7
|
|
|
$
|
1.0
|
|
|
$
|
9.7
|
|
12 to 24 months
|
5.6
|
|
|
0.8
|
|
|
6.4
|
|
24 to 36 months
|
4.6
|
|
|
0.5
|
|
|
5.1
|
|
36 to 48 months
|
4.3
|
|
|
0.3
|
|
|
4.6
|
|
48 to 60 months
|
3.9
|
|
|
0.1
|
|
|
4.0
|
|
Thereafter
|
1.5
|
|
|
0.1
|
|
|
1.6
|
|
Total lease payments
|
28.6
|
|
|
2.8
|
|
|
31.4
|
|
Less imputed interest
|
3.1
|
|
|
0.1
|
|
|
3.2
|
|
Total
|
$
|
25.5
|
|
|
$
|
2.7
|
|
|
$
|
28.2
|
|
___________________________________________________________________
(1) Excludes $17.8 of minimum lease payments for leases executed on January 1, 2020.
As a result of adopting ASC 842 on January 1, 2019, we are required to present the future minimum lease payments under operating leases with remaining non-cancelable terms in excess of one year that were previously disclosed in our 2018 Annual Report on Form 10-K and accounted for under the previous lease guidance. Our operating lease commitments as of December 31, 2018 were as follows:
|
|
|
|
|
|
2019
|
$
|
9.1
|
|
2020
|
7.3
|
|
2021
|
4.5
|
|
2022
|
3.8
|
|
2023
|
3.4
|
|
Thereafter
|
3.1
|
|
Total minimum payments
|
$
|
31.2
|
|
(7) Information on Reportable and Other Operating Segments
We are a global supplier of highly specialized, engineered solutions with operations in 17 countries and sales in over 100 countries around the world.
Our DBT and Heat Transfer operating segments are being reported in an “All Other” category for segment reporting purposes. We have aggregated our other operating segments into the following three reportable segments: HVAC, Detection and Measurement and Engineered Solutions. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment. In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification. Operating income or loss for each of our operating segments is determined before considering impairment and special charges, pension and postretirement expense/income, long-term incentive compensation, loss on sale of dry cooling business, certain other operating expenses, and other indirect corporate expenses. This is consistent with the way our Chief Operating Decision Maker evaluates the results of each segment.
HVAC Reportable Segment
Our HVAC reportable segment engineers, designs, manufactures, installs and services cooling products for the HVAC and industrial markets, as well as boilers, comfort heating and ventilation products for the residential and commercial markets. The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a customer base in North America, Europe, and Asia.
Detection and Measurement Reportable Segment
Our Detection and Measurement reportable segment engineers, designs, manufactures and installs underground pipe and cable locators, inspection and rehabilitation equipment, bus fare collection systems, communication technologies, and obstruction lighting. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base, with a strong presence in North America, Europe, Africa and Asia Pacific.
Engineered Solutions Reportable Segment
Our Engineered Solutions reportable segment engineers, designs, manufactures, installs and services transformers for the power transmission and distribution market and process cooling equipment for the industrial and power generation markets. The primary distribution channels for the segment’s products are direct to customers and third-party representatives. The segment has a strong presence in North America.
All Other
Our “All Other” group of operating segments engineer, design, manufacture, install and service equipment, including heat exchangers, for the industrial and power generation markets. The primary distribution channels for the group’s products are direct to customers and third-party representatives. These operating segments have a presence in North America and South Africa.
Corporate Expense
Corporate expense generally relates to the cost of our Charlotte, NC corporate headquarters.
Financial data for our reportable segments and other operating segments for the years ended December 31, 2019, 2018 and 2017 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Revenues:
|
|
|
|
|
|
HVAC reportable segment
|
$
|
593.2
|
|
|
$
|
582.1
|
|
|
$
|
511.0
|
|
Detection and Measurement reportable segment
|
384.9
|
|
|
320.9
|
|
|
260.3
|
|
Engineered Solutions reportable segment
|
548.9
|
|
|
537.0
|
|
|
560.7
|
|
All Other (1)
|
(1.6)
|
|
|
98.6
|
|
|
93.8
|
|
Consolidated revenues
|
$
|
1,525.4
|
|
|
$
|
1,538.6
|
|
|
$
|
1,425.8
|
|
Income (loss):
|
|
|
|
|
|
HVAC reportable segment
|
$
|
95.4
|
|
|
$
|
90.0
|
|
|
$
|
74.1
|
|
Detection and Measurement reportable segment
|
81.7
|
|
|
72.4
|
|
|
63.4
|
|
Engineered Solutions reportable segment
|
43.0
|
|
|
35.0
|
|
|
44.2
|
|
All Other (1)(2)
|
(46.1)
|
|
|
(18.9)
|
|
|
(56.8)
|
|
Total income for segments
|
174.0
|
|
|
178.5
|
|
|
124.9
|
|
Corporate expense
|
46.7
|
|
|
48.5
|
|
|
46.2
|
|
Pension and postretirement expense
|
—
|
|
|
—
|
|
|
0.3
|
|
Long-term incentive compensation expense
|
13.6
|
|
|
15.5
|
|
|
15.8
|
|
|
|
|
|
|
|
Special charges, net
|
4.0
|
|
|
6.3
|
|
|
2.7
|
|
Other operating expenses
|
1.8
|
|
|
—
|
|
|
—
|
|
Loss on sale of dry cooling business
|
—
|
|
|
0.6
|
|
|
—
|
|
Consolidated operating income
|
$
|
107.9
|
|
|
$
|
107.6
|
|
|
$
|
59.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
HVAC reportable segment
|
$
|
5.9
|
|
|
$
|
2.7
|
|
|
$
|
2.2
|
|
Detection and Measurement reportable segment
|
2.3
|
|
|
1.9
|
|
|
0.8
|
|
Engineered Solutions reportable segment
|
7.0
|
|
|
6.9
|
|
|
5.8
|
|
All Other
|
0.1
|
|
|
0.1
|
|
|
0.3
|
|
General corporate
|
2.5
|
|
|
0.8
|
|
|
1.9
|
|
Total capital expenditures
|
$
|
17.8
|
|
|
$
|
12.4
|
|
|
$
|
11.0
|
|
Depreciation and amortization:
|
|
|
|
|
|
HVAC reportable segment
|
$
|
6.9
|
|
|
$
|
5.4
|
|
|
$
|
5.5
|
|
Detection and Measurement reportable segment
|
13.2
|
|
|
8.4
|
|
|
4.1
|
|
Engineered Solutions reportable segment
|
10.7
|
|
|
10.6
|
|
|
10.4
|
|
All Other
|
0.7
|
|
|
1.8
|
|
|
2.1
|
|
General corporate
|
3.0
|
|
|
3.0
|
|
|
3.1
|
|
Total depreciation and amortization
|
$
|
34.5
|
|
|
$
|
29.2
|
|
|
$
|
25.2
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Identifiable assets:
|
|
|
|
|
|
HVAC reportable segment
|
$
|
852.0
|
|
|
$
|
778.5
|
|
|
$
|
747.1
|
|
Detection and Measurement reportable segment
|
609.4
|
|
|
479.0
|
|
|
277.8
|
|
Engineered Solutions reportable segment
|
392.9
|
|
|
422.4
|
|
|
466.2
|
|
All Other
|
59.9
|
|
|
82.2
|
|
|
91.6
|
|
General corporate
|
220.3
|
|
|
295.4
|
|
|
457.7
|
|
|
|
|
|
|
|
Total identifiable assets
|
$
|
2,134.5
|
|
|
$
|
2,057.5
|
|
|
$
|
2,040.4
|
|
Geographic Areas:
|
|
|
|
|
|
Revenues: (3)
|
|
|
|
|
|
United States
|
$
|
1,380.6
|
|
|
$
|
1,317.5
|
|
|
$
|
1,243.3
|
|
China
|
31.1
|
|
|
38.5
|
|
|
28.0
|
|
South Africa (1)
|
(6.1)
|
|
|
72.7
|
|
|
56.9
|
|
United Kingdom
|
59.0
|
|
|
62.4
|
|
|
60.8
|
|
Other
|
60.8
|
|
|
47.5
|
|
|
36.8
|
|
|
$
|
1,525.4
|
|
|
$
|
1,538.6
|
|
|
$
|
1,425.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Long-Lived Assets:
|
|
|
|
|
|
United States
|
$
|
754.7
|
|
|
$
|
837.4
|
|
|
$
|
919.6
|
|
Other
|
46.7
|
|
|
28.9
|
|
|
24.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total tangible long-lived assets
|
$
|
801.4
|
|
|
$
|
866.3
|
|
|
$
|
944.4
|
|
___________________________________________________________________
(1)As further discussed in Note 15, during the first and second quarter of 2019, the third quarter of 2018, and second and fourth quarters of 2017, we made revisions to our estimates of expected revenues and costs on our large power projects in South Africa. As a result of these revisions, we reduced 2019 revenues by $23.5 ($17.5 and $6.0 in the first and second quarters, respectively), 2018 revenues by $2.7, and 2017 revenues by $36.9 ($13.5 and $23.4 during the second and fourth quarters, respectively), and 2019 segment income by $23.5 ($17.5 and $6.0 in the first and second quarters, respectively), 2018 segment income by $4.7, and 2017 segment income by $52.8 ($22.9 and $29.9 in the second and fourth quarters, respectively).
(2)During 2017, we settled a contract that had been suspended and then ultimately canceled by a customer of our Heat Transfer operating segment for cash proceeds of $9.0 and other consideration. In connection with the settlement, we recorded a gain of $10.2.
(3)Revenues are included in the above geographic areas based on the country that recorded the customer revenue.
(8) Special Charges, Net
As part of our business strategy, we periodically right-size and consolidate operations to improve long-term results. Additionally, from time to time, we alter our business model to better serve customer demand, discontinue lower-margin product lines and rationalize and consolidate manufacturing capacity. Our restructuring and integration decisions are based, in part, on discounted cash flows and are designed to achieve our goals of reducing structural footprint and maximizing profitability. As a result of our strategic review process, we recorded net special charges of $4.0 in 2019, $6.3 in 2018, and $2.7
in 2017. These net special charges were primarily related to restructuring initiatives to consolidate manufacturing and sales facilities, reduce workforce, and rationalize certain product lines.
The components of the charges have been computed based on actual cash payouts, including severance and other employee benefits based on existing severance policies, local laws, and other estimated exit costs, and our estimate of the realizable value of the affected tangible and intangible assets.
Impairments of long-lived assets, including amortizable intangibles, which represent non-cash asset write-downs, typically arise from business restructuring decisions that lead to the disposition of assets no longer required in the restructured business. For these situations, we recognize a loss when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair values for assets subject to impairment testing are determined primarily by management, taking into consideration various factors including third-party appraisals, quoted market prices and previous experience. If an asset remains in service at the decision date, the asset is written down to its fair value and the resulting net book value is depreciated over its remaining economic useful life. When we commit to a plan to sell an asset, including the initiation of a plan to locate a buyer, and it is probable that the asset will be sold within one year based on its current condition and sales price, depreciation of the asset is discontinued and the asset is classified as an asset held for sale. The asset is written down to its fair value less any selling costs.
Liabilities for exit costs, including, among other things, severance, other employee benefit costs, and operating lease obligations on idle facilities, are measured initially at their fair value and recorded when incurred.
We anticipate that the liabilities related to restructuring actions will be paid within one year from the period in which the action was initiated.
Special charges for the years ended December 31, 2019, 2018 and 2017 are described in more detail below and in the applicable sections that follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Employee termination costs
|
$
|
2.7
|
|
|
$
|
5.7
|
|
|
$
|
2.5
|
|
Facility consolidation costs
|
0.5
|
|
|
—
|
|
|
—
|
|
Other cash costs, net
|
—
|
|
|
—
|
|
|
0.2
|
|
Non-cash asset write-downs
|
0.8
|
|
|
0.6
|
|
|
—
|
|
Total
|
$
|
4.0
|
|
|
$
|
6.3
|
|
|
$
|
2.7
|
|
2019 Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs, Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
HVAC reportable segment
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
Detection and Measurement reportable segment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Engineered Solutions reportable segment
|
0.1
|
|
|
0.4
|
|
|
—
|
|
|
0.3
|
|
|
0.8
|
|
All Other
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
Corporate
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
Total
|
$
|
2.7
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
4.0
|
|
HVAC – Charges for 2019 related primarily to severance, asset impairment, and other charges associated with the relocation of certain of the segment’s operations and severance costs associated with a restructuring action at the segment’s Cooling EMEA business. These actions resulted in the termination of 9 employees.
Engineered Solutions – Charges for 2019 related primarily to costs associated with the relocation of certain operations and an asset impairment charge. These actions resulted in the termination of 10 employees.
All Other – Charges for 2019 related primarily to severance costs incurred in connection with the wind-down activities at DBT, our South African subsidiary. These actions resulted in the termination of 339 employees.
Corporate – Charges for 2019 related primarily to severance costs incurred in connection with the rationalization of certain administrative functions.
2018 Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs, Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
HVAC reportable segment
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Detection and Measurement reportable segment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Engineered Solutions reportable segment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
All Other
|
4.4
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
5.0
|
|
Corporate
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
Total
|
$
|
5.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.6
|
|
|
$
|
6.3
|
|
HVAC — Charges for 2018 related primarily to severance costs associated with restructuring actions at the boiler and Cooling Americas’ businesses. These actions resulted in the termination of 18 employees.
All Other — Charges for 2018 related primarily to severance and other costs associated with the wind-down of our Heat Transfer business and a restructuring action at DBT. These actions resulted in the termination of 295 employees.
Corporate — Charges for 2018 related to severance costs incurred in connection with the rationalization of certain administrative functions. These actions resulted in the termination of 6 employees.
2017 Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Termination
Costs
|
|
Facility
Consolidation
Costs
|
|
Other
Cash Costs, Net
|
|
Non-Cash
Asset
Write-downs
|
|
Total
Special
Charges
|
HVAC reportable segment
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Detection and Measurement reportable segment
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
Engineered Solutions reportable segment
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.4
|
|
All Other
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
Corporate
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Total
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
2.7
|
|
HVAC — Charges for 2017 related primarily to severance costs associated with a restructuring action at our Cooling Americas' business. This action resulted in the termination of 12 employees.
Detection and Measurement — Charges for 2017 related to severance costs associated with a restructuring action at our communication technologies business. This action resulted in the termination of 8 employees.
Engineered Solutions — Charges for 2017 related primarily to severance costs associated with a restructuring action at our process cooling business. This action resulted in the termination of 3 employees.
All Other — Charges for 2017 related primarily to severance costs associated with a restructuring action at DBT. This action resulted in the termination of 108 employees.
Corporate — Charges for 2017 related to severance costs incurred in connection with the sale of Balcke Dürr. This action resulted in the termination of 4 employees.
The following is an analysis of our restructuring liabilities for the years ended December 31, 2019, 2018 and 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Balance at beginning of year
|
$
|
2.7
|
|
|
$
|
0.6
|
|
|
$
|
0.9
|
|
Special charges(1)
|
3.2
|
|
|
5.7
|
|
|
2.7
|
|
Utilization — cash
|
(4.2)
|
|
|
(3.6)
|
|
|
(3.0)
|
|
Currency translation adjustment and other
|
—
|
|
|
—
|
|
|
—
|
|
Balance at the end of year
|
$
|
1.7
|
|
|
$
|
2.7
|
|
|
$
|
0.6
|
|
___________________________________________________________________
(1)The years ended December 31, 2019, 2018 and 2017 excluded $0.8, $0.6 and $0.0, respectively, of non-cash charges that impacted special charges but not the restructuring liabilities.
(9) Inventories, Net
Inventories at December 31, 2019 and 2018 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2019
|
|
2018
|
Finished goods
|
$
|
57.6
|
|
|
$
|
49.8
|
|
Work in process
|
19.3
|
|
|
16.2
|
|
Raw materials and purchased parts
|
90.3
|
|
|
74.9
|
|
Total FIFO cost
|
167.2
|
|
|
140.9
|
|
Excess of FIFO cost over LIFO inventory value
|
(12.3)
|
|
|
(12.1)
|
|
Total inventories
|
$
|
154.9
|
|
|
$
|
128.8
|
|
Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out (“LIFO”) method. These inventories were approximately 36% and 45% of total inventory at December 31, 2019 and 2018, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method.
(10) Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill, for the year ended December 31, 2019, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018
|
|
Goodwill
Resulting
from Business
Combinations (1)
|
|
Impairments
|
|
|
|
Foreign
Currency
Translation
|
|
December 31,
2019
|
HVAC reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
$
|
261.8
|
|
|
$
|
15.7
|
|
|
$
|
—
|
|
|
|
|
$
|
(0.4)
|
|
|
$
|
277.1
|
|
Accumulated impairments
|
(144.4)
|
|
|
—
|
|
|
—
|
|
|
|
|
(0.2)
|
|
|
(144.6)
|
|
Goodwill
|
117.4
|
|
|
15.7
|
|
|
—
|
|
|
|
|
(0.6)
|
|
|
132.5
|
|
Detection and Measurement reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
265.0
|
|
|
40.4
|
|
|
—
|
|
|
|
|
(1.3)
|
|
|
304.1
|
|
Accumulated impairments
|
(134.3)
|
|
|
—
|
|
|
—
|
|
|
|
|
0.7
|
|
|
(133.6)
|
|
Goodwill
|
130.7
|
|
|
40.4
|
|
|
—
|
|
|
|
|
(0.6)
|
|
|
170.5
|
|
Engineered Solutions reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
335.3
|
|
|
—
|
|
|
—
|
|
|
|
|
(1.1)
|
|
|
334.2
|
|
Accumulated impairments
|
(189.0)
|
|
|
—
|
|
|
—
|
|
|
|
|
1.1
|
|
|
(187.9)
|
|
Goodwill
|
146.3
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
146.3
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
20.8
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
20.8
|
|
Accumulated impairments
|
(20.8)
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
(20.8)
|
|
Goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
882.9
|
|
|
56.1
|
|
|
—
|
|
|
|
|
(2.8)
|
|
|
936.2
|
|
Accumulated impairments
|
(488.5)
|
|
|
—
|
|
|
—
|
|
|
|
|
1.6
|
|
|
(486.9)
|
|
Goodwill
|
$
|
394.4
|
|
|
$
|
56.1
|
|
|
$
|
—
|
|
|
|
|
$
|
(1.2)
|
|
|
$
|
449.3
|
|
___________________________________________________________________
(1) Reflects goodwill acquired in connection with the Sabik, SGS and Patterson-Kelley acquisitions of $41.2, $1.9 and $13.8, respectively, partially offset by a reduction in Cues' goodwill during the first quarter of 2019 of $0.8 resulting from revisions to the valuation of certain income tax accounts. As indicated in Note 4, the acquired assets, including goodwill, and liabilities assumed in the Sabik, SGS, and Patterson-Kelley acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
The changes in the carrying amount of goodwill, for the year ended December 31, 2018, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2017
|
|
Goodwill
Resulting
from Business
Combinations (1)
|
|
|
|
Impairments
|
|
Foreign
Currency
Translation
|
|
December 31,
2018
|
HVAC reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
$
|
263.7
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
(1.9)
|
|
|
$
|
261.8
|
|
Accumulated impairments
|
(144.7)
|
|
|
—
|
|
|
|
|
—
|
|
|
0.3
|
|
|
(144.4)
|
|
Goodwill
|
119.0
|
|
|
—
|
|
|
|
|
—
|
|
|
(1.6)
|
|
|
117.4
|
|
Detection and Measurement reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
216.6
|
|
|
50.4
|
|
|
|
|
—
|
|
|
(2.0)
|
|
|
265.0
|
|
Accumulated impairments
|
(136.0)
|
|
|
—
|
|
|
|
|
—
|
|
|
1.7
|
|
|
(134.3)
|
|
Goodwill
|
80.6
|
|
|
50.4
|
|
|
|
|
—
|
|
|
(0.3)
|
|
|
130.7
|
|
Engineered solutions reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
337.5
|
|
|
—
|
|
|
|
|
—
|
|
|
(2.2)
|
|
|
335.3
|
|
Accumulated impairments
|
(191.2)
|
|
|
—
|
|
|
|
|
—
|
|
|
2.2
|
|
|
(189.0)
|
|
Goodwill
|
146.3
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
20.8
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
20.8
|
|
Accumulated impairments
|
(20.8)
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(20.8)
|
|
Goodwill
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
838.6
|
|
|
50.4
|
|
|
|
|
—
|
|
|
(6.1)
|
|
|
882.9
|
|
Accumulated impairments
|
(492.7)
|
|
|
—
|
|
|
|
|
—
|
|
|
4.2
|
|
|
(488.5)
|
|
Goodwill
|
$
|
345.9
|
|
|
$
|
50.4
|
|
|
|
|
$
|
—
|
|
|
$
|
(1.9)
|
|
|
$
|
394.4
|
|
___________________________________________________________________
(1) Reflects amounts acquired in connection with the Schonstedt and Cues acquisitions of $1.8 and $48.6, respectively.
Identifiable intangible assets were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
Intangible assets with determinable lives:(1)
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
$
|
77.4
|
|
|
$
|
(8.7)
|
|
|
$
|
68.7
|
|
|
$
|
44.8
|
|
|
$
|
(3.5)
|
|
|
$
|
41.3
|
|
Technology
|
29.5
|
|
|
(3.3)
|
|
|
26.2
|
|
|
17.1
|
|
|
(1.1)
|
|
|
16.0
|
|
Patents
|
4.5
|
|
|
(4.5)
|
|
|
—
|
|
|
4.5
|
|
|
(4.5)
|
|
|
—
|
|
Other
|
12.6
|
|
|
(9.2)
|
|
|
3.4
|
|
|
11.3
|
|
|
(7.9)
|
|
|
3.4
|
|
|
124.0
|
|
|
(25.7)
|
|
|
98.3
|
|
|
77.7
|
|
|
(17.0)
|
|
|
60.7
|
|
Trademarks with indefinite lives (2)
|
153.4
|
|
|
—
|
|
|
153.4
|
|
|
137.7
|
|
|
—
|
|
|
137.7
|
|
Total
|
$
|
277.4
|
|
|
$
|
(25.7)
|
|
|
$
|
251.7
|
|
|
$
|
215.4
|
|
|
$
|
(17.0)
|
|
|
$
|
198.4
|
|
___________________________________________________________________
(1)The identifiable intangible assets associated with the Sabik, SGS and Patterson-Kelley acquisitions consist of customer backlog of $0.4, $0.4 and $0.3, respectively, and customer relationships of $11.6, $3.7 and $17.5, respectively. In addition, the Sabik and Patterson-Kelley acquisitions included technology of $9.1 and $3.5, respectively. Further, the Sabik acquisition included definite-lived trademarks of $0.2.
(2)Changes during 2019 related primarily to the acquisition of Sabik, SGS and Patterson-Kelley trademarks of $9.0, $1.0 and $6.0, respectively.
Amortization expense was $8.9, $4.2 and $0.6 for the years ended December 31, 2019, 2018 and 2017, respectively. Estimated amortization expense over each of the next five years is $9.6 related to these intangible assets.
At December 31, 2019, the net carrying value of intangible assets with determinable lives consisted of $27.4 in the HVAC reportable segment and $70.9 in the Detection and Measurement reportable segment. Trademarks with indefinite lives consisted of $96.2 in the HVAC reportable segment, $48.1 in the Detection and Measurement reportable segment, and $9.1 in the Engineered Solutions reportable segment.
Consistent with the requirements of the Intangible — Goodwill and Other Topic of the Codification, the fair values of our reporting units generally are estimated using discounted cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable industry price multiples. Many of our reporting units closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost improvement initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Any significant change in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give rise to impairment in the period that the change becomes known.
We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. Based on our annual goodwill impairment testing in the fourth quarter of 2019, we concluded that the estimated fair value of each of our reporting units, exclusive of Cues, exceeded the carrying value of their respective net assets by over 100%. The estimated fair value of Cues exceeded the carrying value of its net assets by approximately 10%, while the total goodwill for Cues was $47.8 at December 31, 2019. A change in any of the assumptions used in testing Cues’ goodwill for impairment (e.g., projected revenue and profit growth rates, discount rates, industry price multiples, etc.) could result in Cues’ estimated fair value being less than the carrying value of its net assets. If Cues is unable to achieve the financial forecasts included in its 2019 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Cues’ goodwill.
We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with the resulting cash flows discounted at a rate of return that reflects current market conditions. The basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year.
(11) Employee Benefit Plans
Overview — Defined benefit pension plans cover a portion of our salaried and hourly paid employees, including certain employees in foreign countries. Beginning in 2001, we discontinued providing these pension benefits generally to newly hired employees. Effective January 31, 2018, we no longer provide service credits to active participants.
We have domestic postretirement plans that provide health and life insurance benefits to certain retirees and their dependents. Beginning in 2003, we discontinued providing these postretirement benefits generally to newly hired employees.
The plan year-end date for all our plans is December 31.
Actuarial Gains and Losses - As indicated in Notes 1 and 2, actuarial gains and losses related to our pension and postretirement plans are recorded to earnings during the fourth quarter of each year, unless earlier remeasurement is required.
In July 2014, we discontinued our sponsorship of post-65 age healthcare plans, effective January 1, 2015, which resulted in eligible retirees being transitioned to coverage in the individual healthcare insurance market that we subsidize through health reimbursement accounts. In November 2014, a lawsuit was filed challenging certain aspects of this action. In September 2017, we received a favorable ruling related to the lawsuit. During the third quarter of 2017, in connection with the favorable ruling, we reduced our unfunded liability related to postretirement benefits by $26.8. The offset for the reduction of the unfunded liability was recorded to accumulated other comprehensive income and represents unrecognized prior service credits. These unrecognized prior service credits are being recorded to net periodic postretirement benefit (income) expense over a period of approximately eight years, beginning in the fourth quarter of 2017. In addition, we remeasured our unfunded liability related to postretirement benefits, which resulted in a gain within net periodic postretirement benefit expense and a reduction of the unfunded liability of $2.6 during the third quarter of 2017.
Defined Benefit Pension Plans
Plan assets — Our investment strategy is based on the long-term growth and protection of principle while mitigating overall risk to ensure that funds are available to pay benefit obligations. The domestic plan assets are invested in a broad range of investment classes, including fixed income securities and domestic and international equities. We engage various investment managers who are regularly evaluated on long-term performance, adherence to investment guidelines and the ability to manage risk commensurate with the investment style and objective for which they were hired. We continuously monitor the value of assets by class and routinely rebalance our portfolio with the goal of meeting our target allocations.
The strategy for bonds emphasizes investment-grade corporate and government debt with maturities matching a portion of the longer duration pension liabilities. The bonds strategy also includes a high yield element, which is generally shorter in duration. The strategy for equity assets is to minimize concentrations of risk by investing primarily in companies in a diversified mix of industries worldwide, while targeting neutrality in exposure to global versus regional markets, fund types and fund managers. A small portion of U.S. plan assets (Level 3 assets) is allocated to private equity partnerships and real estate asset fund investments for diversification, providing opportunities for above market returns.
Allowable investments under the plan agreements include fixed income securities, equity securities, mutual funds, venture capital funds, real estate and cash and equivalents. In addition, investments in futures and option contracts, commodities and other derivatives are allowed in commingled fund allocations managed by professional investment managers. Investments prohibited under the plan agreements include private placements and short selling of stock. No shares of our common stock were held by our defined benefit pension plans as of December 31, 2019 or 2018.
Actual asset allocation percentages of each class of our domestic and foreign pension plan assets as of December 31, 2019 and 2018, along with the targeted asset investment allocation percentages, each of which is based on the midpoint of an allocation range, were as follows:
Domestic Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
Allocations
|
|
|
|
Mid-point of Target
Allocation Range
|
|
2019
|
|
2018
|
|
2019
|
Fixed income common trust funds
|
67
|
%
|
|
70
|
%
|
|
65
|
%
|
Commingled global fund allocation
|
17
|
%
|
|
11
|
%
|
|
18
|
%
|
Non-U.S. Government securities
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Global equity common trust funds
|
5
|
%
|
|
6
|
%
|
|
5
|
%
|
|
|
|
|
|
|
U.S. Government securities
|
9
|
%
|
|
10
|
%
|
|
10
|
%
|
Short-term investments (1)
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
|
|
|
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
___________________________________________________________________
(1)Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts.
Foreign Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual
Allocations
|
|
|
|
Mid-point of Target
Allocation Range
|
|
2019
|
|
2018
|
|
2019
|
Global equity common trust funds
|
10
|
%
|
|
17
|
%
|
|
13
|
%
|
|
|
|
|
|
|
Fixed income common trust funds
|
45
|
%
|
|
39
|
%
|
|
39
|
%
|
Commingled global fund allocation
|
37
|
%
|
|
36
|
%
|
|
37
|
%
|
|
|
|
|
|
|
Non-U.S. Government securities
|
7
|
%
|
|
7
|
%
|
|
7
|
%
|
Short-term investments (1)
|
1
|
%
|
|
1
|
%
|
|
4
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
___________________________________________________________________
(1)Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts.
The fair values of pension plan assets at December 31, 2019, by asset class, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Quoted Prices in Active
Markets for Identical
Assets
(Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Asset class:
|
|
|
|
|
|
|
|
Debt securities:
|
|
|
|
|
|
|
|
Fixed income common trust funds (1) (2)
|
$
|
255.6
|
|
|
$
|
—
|
|
|
$
|
255.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Non-U.S. Government securities
|
13.2
|
|
|
—
|
|
|
13.2
|
|
|
—
|
|
U.S. Government securities
|
24.5
|
|
|
—
|
|
|
24.5
|
|
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
Global equity common trust funds (1) (3)
|
30.1
|
|
|
—
|
|
|
30.1
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alternative investments:
|
|
|
|
|
|
|
|
Commingled global fund allocations (1) (4)
|
110.3
|
|
|
—
|
|
|
110.3
|
|
|
—
|
|
Other:
|
|
|
|
|
|
|
|
Short-term investments (5)
|
7.1
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
Other
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
Total
|
$
|
441.7
|
|
|
$
|
7.1
|
|
|
$
|
433.7
|
|
|
$
|
0.9
|
|
The fair values of pension plan assets at December 31, 2018, by asset class, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
|
Significant
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
Asset class:
|
|
|
|
|
|
|
|
Debt securities:
|
|
|
|
|
|
|
|
Fixed income common trust funds (1) (2)
|
$
|
228.5
|
|
|
$
|
—
|
|
|
$
|
228.5
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Non-U.S. Government securities
|
11.5
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
U.S. Government securities
|
24.0
|
|
|
—
|
|
|
24.0
|
|
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
Global equity common trust funds (1) (3)
|
41.1
|
|
|
—
|
|
|
41.1
|
|
|
—
|
|
Alternative Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commingled global fund allocations (1) (4)
|
83.3
|
|
|
—
|
|
|
83.3
|
|
|
—
|
|
Other:
|
|
|
|
|
|
|
|
Short-term investments (5)
|
7.8
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
Other
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
Total
|
$
|
397.2
|
|
|
$
|
7.8
|
|
|
$
|
388.4
|
|
|
$
|
1.0
|
|
___________________________________________________________________
(1)Common/commingled trust funds are similar to mutual funds, with a daily net asset value per share measured by the fund sponsor and used as the basis for current transactions. These investments, however, are not registered with the U.S. Securities and Exchange Commission and participation is not open to the public. The funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
(2)This class represents investments in actively managed common trust funds that invest in a variety of fixed income investments, which may include corporate bonds, both U.S. and non-U.S. municipal and government securities, interest rate swaps, options and futures.
(3)This class represents investments in actively managed common trust funds that invest primarily in equity securities, which may include common stocks, options and futures.
(4)This class represents investments in actively managed common trust funds with investments in both equity and debt securities. The investments may include common stock, corporate bonds, U.S. and non-U.S. municipal securities, interest rate swaps, options and futures.
(5)Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in actively managed common trust funds or interest-bearing accounts.
Employer Contributions — We currently fund U.S. pension plans in amounts equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus additional amounts that may be approved from time to time. During 2019, we made no contributions to our qualified domestic pension plans, and direct benefit payments of $6.2 to our non-qualified domestic pension plans. In 2020, we do not expect to make any minimum required funding contributions to our qualified domestic pension plans and expect to make direct benefit payments of $5.6 to our non-qualified domestic pension plans.
In 2019, we made contributions of $1.0 to our foreign pension plans. In 2020, we expect to make contributions of $1.0 to our foreign pension plans.
Estimated Future Benefit Payments — Following is a summary, as of December 31, 2019, of the estimated future benefit payments for our pension plans in each of the next five fiscal years and in the aggregate for five fiscal years thereafter. Benefit payments are paid from plan assets or directly by us for our non-funded plans. The expected benefit payments are estimated based on the same assumptions used at December 31, 2019 to measure our obligations and include benefits attributable to estimated future employee service.
Estimated future benefit payments:
(Domestic and foreign pension plans)
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic
Pension
Benefits
|
|
Foreign
Pension
Benefits
|
2020
|
$
|
25.6
|
|
|
$
|
5.0
|
|
2021
|
25.2
|
|
|
4.9
|
|
2022
|
26.3
|
|
|
6.0
|
|
2023
|
25.9
|
|
|
5.9
|
|
2024
|
25.7
|
|
|
6.2
|
|
Subsequent five years
|
104.3
|
|
|
36.0
|
|
Obligations and Funded Status — The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates. Our non-funded pension plans account for $64.9 of the current underfunded status, as these plans are not required to be funded. The following tables show the domestic and foreign pension plans’ funded status and amounts recognized in our consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Pension
Plans
|
|
|
|
Foreign Pension
Plans
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
Projected benefit obligation — beginning of year
|
$
|
320.9
|
|
|
$
|
357.1
|
|
|
$
|
158.2
|
|
|
$
|
175.2
|
|
|
|
|
|
|
|
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest cost
|
13.3
|
|
|
12.3
|
|
|
4.8
|
|
|
4.7
|
|
|
|
|
|
|
|
|
|
Actuarial (gains) losses
|
32.4
|
|
|
(25.4)
|
|
|
13.2
|
|
|
(6.8)
|
|
Settlements
|
(12.7)
|
|
|
(11.1)
|
|
|
—
|
|
|
—
|
|
Acquisition
|
7.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
Benefits paid
|
(12.8)
|
|
|
(12.0)
|
|
|
(8.0)
|
|
|
(5.0)
|
|
Foreign exchange and other
|
—
|
|
|
—
|
|
|
6.8
|
|
|
(11.1)
|
|
Projected benefit obligation — end of year
|
$
|
348.2
|
|
|
$
|
320.9
|
|
|
$
|
175.0
|
|
|
$
|
158.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Pension
Plans
|
|
|
|
Foreign Pension
Plans
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Change in plan assets:
|
|
|
|
|
|
|
|
Fair value of plan assets — beginning of year
|
$
|
238.0
|
|
|
$
|
269.7
|
|
|
$
|
159.2
|
|
|
$
|
183.4
|
|
Actual return on plan assets
|
35.7
|
|
|
(14.8)
|
|
|
19.4
|
|
|
(8.7)
|
|
Contributions (employer and employee)
|
6.2
|
|
|
6.2
|
|
|
1.0
|
|
|
1.1
|
|
Settlements
|
(12.7)
|
|
|
(11.1)
|
|
|
—
|
|
|
—
|
|
Benefits paid
|
(12.8)
|
|
|
(12.0)
|
|
|
(8.0)
|
|
|
(5.0)
|
|
Acquisition
|
9.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign exchange and other
|
—
|
|
|
—
|
|
|
6.5
|
|
|
(11.6)
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets — end of year
|
$
|
263.6
|
|
|
$
|
238.0
|
|
|
$
|
178.1
|
|
|
$
|
159.2
|
|
Funded status at year-end
|
(84.6)
|
|
|
(82.9)
|
|
|
3.1
|
|
|
1.0
|
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
Other assets
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
|
$
|
3.3
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
(5.5)
|
|
|
(5.6)
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
(81.4)
|
|
|
(77.3)
|
|
|
(3.1)
|
|
|
(2.3)
|
|
Net amount recognized
|
$
|
(84.6)
|
|
|
$
|
(82.9)
|
|
|
$
|
3.1
|
|
|
$
|
1.0
|
|
Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service (credits) costs
|
(0.3)
|
|
|
(0.4)
|
|
|
1.2
|
|
|
1.2
|
|
The following is information about our pension plans that had accumulated benefit obligations in excess of the fair value of their plan assets at December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Pension
Plans
|
|
|
|
Foreign Pension
Plans
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Projected benefit obligation
|
$
|
341.2
|
|
|
$
|
320.9
|
|
|
$
|
47.8
|
|
|
$
|
43.6
|
|
Accumulated benefit obligation
|
341.2
|
|
|
320.9
|
|
|
47.8
|
|
|
43.6
|
|
Fair value of plan assets
|
254.3
|
|
|
238.0
|
|
|
44.7
|
|
|
41.3
|
|
The accumulated benefit obligation for all domestic and foreign pension plans was $348.2 and $175.0, respectively, at December 31, 2019 and $320.9 and $158.2, respectively, at December 31, 2018.
Components of Net Periodic Pension Benefit Expense (Income) — Net periodic pension benefit expense (income) for our domestic and foreign pension plans included the following components:
Domestic Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Interest cost
|
13.3
|
|
|
12.3
|
|
|
13.4
|
|
Expected return on plan assets
|
(9.8)
|
|
|
(10.3)
|
|
|
(10.1)
|
|
Amortization of unrecognized prior service credits
|
(0.1)
|
|
|
(0.2)
|
|
|
(0.1)
|
|
Recognized net actuarial (gains) losses (1)
|
6.5
|
|
|
(0.2)
|
|
|
3.9
|
|
Total net periodic pension benefit expense
|
$
|
9.9
|
|
|
$
|
1.6
|
|
|
$
|
7.4
|
|
___________________________________________________________________
(1)Consists primarily of our reported actuarial (gains) losses, the difference between actual and expected returns on plan assets, settlement gains (losses), and curtailment gains (losses).
Foreign Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
4.8
|
|
|
4.7
|
|
|
4.9
|
|
Expected return on plan assets
|
(6.7)
|
|
|
(7.5)
|
|
|
(6.4)
|
|
|
|
|
|
|
|
Recognized net actuarial losses (1)
|
1.0
|
|
|
9.1
|
|
|
3.1
|
|
Total net periodic pension benefit (income) expense
|
$
|
(0.9)
|
|
|
$
|
6.3
|
|
|
$
|
1.6
|
|
___________________________________________________________________
(1)Consists of our reported actuarial (gains) losses and the difference between actual and expected returns on plan assets.
Assumptions — Actuarial assumptions used in accounting for our domestic and foreign pension plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Domestic Pension Plans
|
|
|
|
|
|
Weighted-average actuarial assumptions used in determining net periodic pension expense:
|
|
|
|
|
|
Discount rate
|
4.29
|
%
|
|
3.57
|
%
|
|
3.98
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
|
3.75
|
%
|
Expected long-term rate of return on assets
|
4.25
|
%
|
|
4.00
|
%
|
|
4.00
|
%
|
Weighted-average actuarial assumptions used in determining year-end benefit obligations:
|
|
|
|
|
|
Discount rate
|
3.16
|
%
|
|
4.29
|
%
|
|
3.57
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
|
3.75
|
%
|
Foreign Pension Plans
|
|
|
|
|
|
Weighted-average actuarial assumptions used in determining net periodic pension expense:
|
|
|
|
|
|
Discount rate
|
3.02
|
%
|
|
2.76
|
%
|
|
2.97
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on assets
|
4.69
|
%
|
|
4.50
|
%
|
|
4.09
|
%
|
Weighted-average actuarial assumptions used in determining year-end benefit obligations:
|
|
|
|
|
|
Discount rate
|
2.27
|
%
|
|
3.02
|
%
|
|
2.76
|
%
|
Rate of increase in compensation levels
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
We review the pension assumptions annually. Pension income or expense for the year is determined using assumptions as of the beginning of the year (except for the effects of recognizing changes in the fair value of plan assets and actuarial gains and losses in the fourth quarter of each year), while the funded status is determined using assumptions as of the end of the year. We determined assumptions and established them at the respective balance sheet date using the following principles: (i) the expected long-term rate of return on plan assets is established based on forward looking long-term expectations of asset returns over the expected period to fund participant benefits based on the target investment mix of our plans; (ii) the discount rate is determined by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date; and (iii) the rate of increase in compensation levels is established based on our expectations of current and foreseeable future increases in compensation. In addition, we consider advice from independent actuaries.
Postretirement Benefit Plans
Employer Contributions and Future Benefit Payments — Our postretirement medical plans are unfunded and have no plan assets, but are instead funded by us on a pay-as-you-go basis in the form of direct benefit payments or policy premium payments. In 2019, we made benefit payments of $8.1 to our postretirement benefit plans. Following is a summary, as of December 31, 2019, of the estimated future benefit payments for our postretirement plans in each of the next five fiscal years and in the aggregate for five fiscal years thereafter. The expected benefit payments are estimated based on the same assumptions used at December 31, 2019 to measure our obligations and include benefits attributable to estimated future employee service.
|
|
|
|
|
|
|
Postretirement Payments
|
2020
|
$
|
7.3
|
|
2021
|
6.7
|
|
2022
|
6.1
|
|
2023
|
5.6
|
|
2024
|
5.0
|
|
Subsequent five years
|
19.3
|
|
Obligations and Funded Status — The following tables show the postretirement plans’ funded status and amounts recognized in our consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement
Plans
|
|
|
|
2019
|
|
2018
|
Change in projected postretirement benefit obligation:
|
|
|
|
Projected postretirement benefit obligation — beginning of year
|
$
|
68.8
|
|
|
$
|
77.6
|
|
|
|
|
|
Interest cost
|
2.4
|
|
|
2.3
|
|
Actuarial (gains) losses
|
2.5
|
|
|
(2.3)
|
|
Benefits paid
|
(8.1)
|
|
|
(8.3)
|
|
|
|
|
|
Plan amendment
|
(1.8)
|
|
|
(0.1)
|
|
Other
|
(0.2)
|
|
|
(0.4)
|
|
Projected postretirement benefit obligation — end of year
|
$
|
63.6
|
|
|
$
|
68.8
|
|
Funded status at year-end
|
$
|
(63.6)
|
|
|
$
|
(68.8)
|
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
Accrued expenses
|
$
|
(7.2)
|
|
|
$
|
(8.3)
|
|
|
|
|
|
Other long-term liabilities
|
(56.4)
|
|
|
(60.5)
|
|
Net amount recognized
|
$
|
(63.6)
|
|
|
$
|
(68.8)
|
|
Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits
|
$
|
(24.9)
|
|
|
$
|
(27.1)
|
|
The net periodic postretirement benefit expense (income) included the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2.4
|
|
|
2.3
|
|
|
3.5
|
|
Amortization of unrecognized prior service credits
|
(4.0)
|
|
|
(4.0)
|
|
|
(1.7)
|
|
Plan amendment
|
—
|
|
|
—
|
|
|
(2.6)
|
|
Recognized net actuarial (gains) losses
|
2.5
|
|
|
(2.3)
|
|
|
(2.8)
|
|
Net periodic postretirement benefit (income) expense
|
$
|
0.9
|
|
|
$
|
(4.0)
|
|
|
$
|
(3.6)
|
|
Actuarial assumptions used in accounting for our domestic postretirement plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Assumed health care cost trend rates:
|
|
|
|
|
|
Health care cost trend rate for next year
|
6.75
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2027
|
|
2027
|
|
2027
|
Discount rate used in determining net periodic postretirement benefit expense
|
4.09
|
%
|
|
3.34
|
%
|
|
3.60
|
%
|
Discount rate used in determining year-end postretirement benefit obligation
|
2.97
|
%
|
|
4.09
|
%
|
|
3.34
|
%
|
The accumulated postretirement benefit obligation was determined using the terms and conditions of our various plans, together with relevant actuarial assumptions and health care cost trend rates. It is our policy to review the postretirement assumptions annually. The assumptions are determined by us and are established based on our prior experience and our expectations that future health care cost trend rates will decline. In addition, we consider advice from independent actuaries.
Defined Contribution Retirement Plans
We maintain a defined contribution retirement plan (the “DC Plan”) pursuant to Section 401(k) of the U.S. Internal Revenue Code. Under the DC Plan, eligible U.S. employees may voluntarily contribute up to 50% of their compensation into the DC Plan and we match a portion of participating employees’ contributions. Our matching contributions are primarily made in newly issued shares of company common stock and are issued at the prevailing market price. The matching contributions vest with the employee immediately upon the date of the match and there are no restrictions on the resale of common stock held by employees.
Under the DC Plan, we contributed 0.287, 0.279 and 0.334 shares of our common stock to employee accounts in 2019, 2018 and 2017, respectively. Compensation expense is recorded based on the market value of shares as the shares are contributed to employee accounts. We recorded $10.3 in 2019, $9.4 in 2018 and $8.7 in 2017 as compensation expense related to the matching contribution.
Certain collectively-bargained employees participate in the DC Plan with company contributions not being made in company common stock, although company common stock is offered as an investment option under these plans.
We also maintain a Supplemental Retirement Savings Plan (“SRSP”), which permits certain members of our senior management and executive groups to defer eligible compensation in excess of the amounts allowed under the DC Plan. We match a portion of participating employees’ deferrals to the extent allowable under the SRSP provisions. The matching contributions vest with the participant immediately. Our funding of the participants’ deferrals and our matching contributions are held in certain mutual funds (as allowed under the SRSP), as directed by the participant. The fair values of these assets, which totaled $20.4 and $18.4 at December 31, 2019 and 2018, respectively, are based on quoted prices in active markets for identical assets (Level 1). In addition, the assets under the SRSP are available to the general creditors in the event of our bankruptcy and, thus, are maintained on our consolidated balance sheets within other non-current assets, with a corresponding amount in other long-term liabilities for our obligation to the participants. Lastly, these assets are accounted for as trading securities. During 2019, 2018 and 2017, we recorded compensation expense of $0.2, $0.3 and $0.2, respectively, relating to our matching contributions to the SRSP.
(12) Income Taxes
Income from continuing operations before income taxes and the (provision for) benefit from income taxes consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Income (loss) from continuing operations:
|
|
|
|
|
|
United States
|
$
|
87.6
|
|
|
$
|
69.6
|
|
|
$
|
68.8
|
|
Foreign
|
(4.4)
|
|
|
10.0
|
|
|
(32.7)
|
|
|
$
|
83.2
|
|
|
$
|
79.6
|
|
|
$
|
36.1
|
|
(Provision for) benefit from income taxes:
|
|
|
|
|
|
Current:
|
|
|
|
|
|
United States
|
$
|
6.8
|
|
|
$
|
1.5
|
|
|
$
|
30.4
|
|
Foreign
|
(5.5)
|
|
|
(3.2)
|
|
|
(3.5)
|
|
Total current
|
1.3
|
|
|
(1.7)
|
|
|
26.9
|
|
Deferred and other:
|
|
|
|
|
|
United States
|
(13.8)
|
|
|
0.6
|
|
|
23.5
|
|
Foreign
|
(1.0)
|
|
|
(0.3)
|
|
|
(2.5)
|
|
Total deferred and other
|
(14.8)
|
|
|
0.3
|
|
|
21.0
|
|
Total (provision) benefit
|
$
|
(13.5)
|
|
|
$
|
(1.4)
|
|
|
$
|
47.9
|
|
The reconciliation of income tax computed at the U.S. federal statutory tax rate to our effective income tax rate was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Tax at U.S. federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
State and local taxes, net of U.S. federal benefit
|
3.3
|
%
|
|
2.9
|
%
|
|
4.4
|
%
|
U.S. credits and exemptions
|
(5.0)
|
%
|
|
(4.0)
|
%
|
|
(8.5)
|
%
|
Foreign earnings/losses taxed at different rates
|
(7.7)
|
%
|
|
(1.2)
|
%
|
|
(14.9)
|
%
|
Nondeductible expenses
|
2.7
|
%
|
|
2.6
|
%
|
|
2.8
|
%
|
Adjustments to uncertain tax positions
|
(0.5)
|
%
|
|
(8.9)
|
%
|
|
(9.8)
|
%
|
Changes in valuation allowance
|
5.5
|
%
|
|
(8.5)
|
%
|
|
54.4
|
%
|
Share-based compensation
|
(2.3)
|
%
|
|
(2.4)
|
%
|
|
(1.7)
|
%
|
Impairments and basis adjustments
|
—
|
%
|
|
—
|
%
|
|
(226.3)
|
%
|
|
|
|
|
|
|
U.S. tax reform
|
—
|
%
|
|
(0.9)
|
%
|
|
32.6
|
%
|
Other
|
(0.8)
|
%
|
|
1.2
|
%
|
|
(0.7)
|
%
|
|
16.2
|
%
|
|
1.8
|
%
|
|
(132.7)
|
%
|
Significant components of our deferred tax assets and liabilities were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2019
|
|
2018
|
Deferred tax assets:
|
|
|
|
NOL and credit carryforwards
|
$
|
145.7
|
|
|
$
|
147.6
|
|
Pension, other postretirement and postemployment benefits
|
36.4
|
|
|
37.1
|
|
Payroll and compensation
|
19.0
|
|
|
17.1
|
|
Legal, environmental and self-insurance accruals
|
21.3
|
|
|
22.7
|
|
Working capital accruals
|
11.5
|
|
|
12.4
|
|
Other
|
7.1
|
|
|
9.0
|
|
Total deferred tax assets
|
241.0
|
|
|
245.9
|
|
Valuation allowance
|
(93.6)
|
|
|
(89.3)
|
|
Net deferred tax assets
|
147.4
|
|
|
156.6
|
|
Deferred tax liabilities:
|
|
|
|
Intangible assets recorded in acquisitions
|
75.1
|
|
|
71.7
|
|
Basis difference in affiliates
|
14.0
|
|
|
12.2
|
|
Accelerated depreciation
|
22.4
|
|
|
25.2
|
|
Deferred income
|
23.0
|
|
|
18.9
|
|
Other
|
1.6
|
|
|
5.0
|
|
Total deferred tax liabilities
|
136.1
|
|
|
133.0
|
|
|
$
|
11.3
|
|
|
$
|
23.6
|
|
The Tax Cuts and Jobs Act
As indicated in Note 1, on December 22, 2017, the Act was enacted which significantly changed U.S. income tax law for businesses. The Act introduced changes that impact U.S. corporate tax rates (e.g., a reduction in the top tax rate from 35% to 21%), business-related exclusions, and deductions and credits. In addition, the Act has tax consequences for many entities that operate internationally, including the timing and the amount of tax to be paid on undistributed foreign earnings.
As a result of the reduction in the federal corporate income tax rate and other legislative changes in the Act, we revalued our net U.S. federal deferred tax assets as of December 31, 2017, resulting in a provisional charge of $11.8 in the fourth quarter of 2017. During 2018, we completed our accounting of the impact of the Act and reduced the initial charge by $0.7 to revalue certain deferred tax assets. Further, we considered the transition tax required for the mandatory one-time “deemed repatriation” of foreign earnings and determined we have no liability in this regard due to deficits in certain of our foreign subsidiaries. We considered the accounting alternatives available related to the Act and determined we would account for Global Intangible Low-Taxed Income when incurred as a component of our “Income tax (provision) benefit.”
General Matters
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess deferred tax assets to determine if they are likely to be realized and the adequacy of deferred tax liabilities, incorporating the results of local, state, federal and foreign tax audits in our estimates and judgments.
At December 31, 2019, we had the following tax loss carryforwards available: federal, state, and foreign tax loss carryforwards of approximately $6.0, $549.7, and $304.8, respectively. We also had federal and state tax credit carryforwards of $32.0. Of these amounts, $41.1 expire in 2020 and $539.1 expire at various times between 2021 and 2039. The remaining carryforwards have no expiration date.
Realization of deferred tax assets, including those associated with net operating loss and credit carryforwards, is dependent upon generating sufficient taxable income in the appropriate tax jurisdiction. We believe that it is more likely than not that we may not realize the benefit of certain of these deferred tax assets and, accordingly, have established a valuation allowance against these deferred tax assets. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that the deferred tax assets will be realized through future taxable earnings or tax planning strategies. However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax planning strategies are no longer viable. The valuation allowance increased by $4.3 in 2019 and decreased by $21.6 in 2018. The 2019 increase was driven by foreign losses generated during the period for which no tax benefit was recognized.
The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions. These deductions can vary from year to year, and, consequently, the amount of income taxes paid in future years will vary from the amounts paid in prior years.
Undistributed Foreign Earnings
In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. As of December 31, 2019, we have approximately $98.0 of undistributed earnings of our foreign subsidiaries. The majority of these earnings have already been reinvested in our overseas businesses. Further, we believe future domestic cash generation will be sufficient to meet future domestic cash needs. For this reason, we have not recorded a provision for U.S. or foreign withholding taxes on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. Generally, such amounts may become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of a deferred tax liability related to the undistributed earnings of our foreign subsidiaries in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.
Unrecognized Tax Benefits
As of December 31, 2019, we had gross and net unrecognized tax benefits of $17.2 and $13.9, respectively. Of these net unrecognized tax benefits, $9.9 would impact our effective tax rate from continuing operations if recognized. Similarly, at December 31, 2018 and 2017, we had gross unrecognized tax benefits of $20.3 (net unrecognized tax benefits of $13.8) and $31.3 (net unrecognized tax benefits of $20.6), respectively.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax (provision) benefit. As of December 31, 2019, gross accrued interest totaled $4.1 (net accrued interest of $3.2), while the related amounts as of December 31, 2018 and 2017 were $3.8 (net accrued interest of $2.9) and $3.9 (net accrued interest of $2.5), respectively. Our income tax (provision) benefit for the years ended December 31, 2019, 2018 and 2017 included gross interest income (expense) of $(0.5), $0.1, and $(0.2), respectively, resulting from adjustments to our liability for uncertain tax positions. As of December 31, 2019, 2018 and 2017, we had no accrual for penalties included in our unrecognized tax benefits.
Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $5.0 to $10.0. The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various state matters.
The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2019, 2018 and 2017 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
2017
|
Unrecognized tax benefit — opening balance
|
$
|
20.3
|
|
|
$
|
31.3
|
|
|
$
|
37.9
|
|
Gross increases — tax positions in prior period
|
1.1
|
|
|
0.6
|
|
|
1.6
|
|
Gross decreases — tax positions in prior period
|
(0.8)
|
|
|
(2.4)
|
|
|
(0.3)
|
|
Gross increases — tax positions in current period
|
0.2
|
|
|
0.7
|
|
|
0.3
|
|
Settlements
|
(2.1)
|
|
|
—
|
|
|
(1.3)
|
|
Lapse of statute of limitations
|
(1.5)
|
|
|
(9.8)
|
|
|
(7.1)
|
|
|
|
|
|
|
|
Change due to foreign currency exchange rates
|
—
|
|
|
(0.1)
|
|
|
0.2
|
|
Unrecognized tax benefit — ending balance
|
$
|
17.2
|
|
|
$
|
20.3
|
|
|
$
|
31.3
|
|
Other Tax Matters
During 2019, our income tax provision was impacted most significantly by (i) $1.9 of excess tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the year, (ii) a $1.9 tax benefit associated with an adjustment to the taxation of foreign earnings, (iii) $1.3 of tax benefits related to our U.S. tax credits and incentives, and (iv) $1.2 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, partially offset by $3.8 of tax expense related to various valuation allowance adjustments, primarily due to foreign losses generated during the period for which no foreign tax benefit was recognized as future realization of any such tax benefit is considered unlikely.
During 2018, our income tax provision was impacted most significantly by (i) the utilization of $33.0 of prior years’ losses generated in foreign jurisdictions in which no tax benefit was previously recognized, (ii) $7.0 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, and (iii) $2.2 of excess tax benefits resulting from stock-based compensation awards that vested during the year.
During 2017, our income tax benefit was impacted most significantly by (i) a tax benefit of $77.6 related to a worthless stock deduction in the U.S. associated with our investment in a South African subsidiary and (ii) $4.9 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, partially offset by (iii) $11.8 of net tax charges associated with the impact of the new U.S. tax regulations described more fully above and (iv) $68.2 of foreign losses generated during the year for which no foreign tax benefit was recognized as future realization of any such foreign tax benefit is considered unlikely.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that a tax position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
The Internal Revenue Service (“IRS”) currently is performing an audit of our 2013, 2014, 2015, 2016 and 2017 federal income tax returns. With regard to all open tax years, we believe any contingencies are adequately provided for.
State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for.
We have various foreign income tax returns under examination. The most significant of these are in Germany for the 2010 through 2014 tax years. We believe that any uncertain tax positions related to these examinations have been adequately provided for.
An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time.
(13) Indebtedness
The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2018
|
|
Borrowings
|
|
Repayments
|
|
Other (5)
|
|
December 31,
2019
|
Revolving loans (1)
|
$
|
6.4
|
|
|
|
$
|
343.8
|
|
|
|
$
|
(210.2)
|
|
|
|
$
|
—
|
|
|
|
$
|
140.0
|
|
Term loan (1)(2)
|
348.1
|
|
|
250.0
|
|
|
(350.0)
|
|
|
|
0.1
|
|
|
248.2
|
|
Trade receivables financing arrangement (3)
|
23.0
|
|
|
93.0
|
|
|
(116.0)
|
|
|
|
—
|
|
|
—
|
|
Other indebtedness (4)
|
4.3
|
|
|
4.4
|
|
|
(5.0)
|
|
|
|
1.6
|
|
|
5.3
|
|
Total debt
|
381.8
|
|
|
$
|
691.2
|
|
|
$
|
(681.2)
|
|
|
|
$
|
1.7
|
|
|
393.5
|
|
Less: short-term debt
|
31.9
|
|
|
|
|
|
|
|
|
142.6
|
|
Less: current maturities of long-term debt
|
18.0
|
|
|
|
|
|
|
|
|
1.0
|
|
Total long-term debt
|
$
|
331.9
|
|
|
|
|
|
|
|
|
$
|
249.9
|
|
_____________________________________________________________
(1)As noted below, we amended our senior credit agreement on December 17, 2019. The amendment made available a new term loan facility in the amount of $250.0, the proceeds of which were applied, together with borrowings under the domestic revolving credit facility of $86.9, to prepay the remaining balance of $336.9 under the then-existing term loan facility.
(2)The term loan is repayable in quarterly installments beginning in the first quarter of 2021, with the quarterly installments equal to 0.625% of the initial term loan balance of $250.0 during 2021, 1.25% in each of the four quarters of 2022 and 2023, and 1.25% during the first three quarters of 2024. The remaining balance is payable in full on December 17, 2024. Balances are net of unamortized debt issuance costs of $1.8 and $1.9 at December 31, 2019 and December 31, 2018, respectively.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $50.0, as available. At December 31, 2019, we had $36.8 of available borrowing capacity under this facility. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses.
(4)Primarily includes balances under a purchase card program of $2.6 and $2.5 and capital lease obligations of $2.7 and $1.8 at December 31, 2019 and 2018, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)“Other” primarily includes debt assumed, foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar, debt issuance costs incurred in connection with the term loan, and the impact of amortization of debt issuance costs associated with the term loan.
Maturities of long-term debt payable during each of the five years subsequent to December 31, 2019 are $1.0, $7.1, $13.0, $12.8, and $218.8, respectively.
Senior Credit Facilities
On December 17, 2019, we amended our senior credit agreement (the “Credit Agreement”) to, among other things, extend the term of each facility under the Credit Agreement (with the aggregate of each facility comprising the “Senior Credit Facilities”) and provide for committed senior secured financing with an aggregate amount of $800.0, consisting of the following (each with a final maturity of December 17, 2024):
•A new term loan facility in the aggregate principal amount of $250.0 (previous aggregate principal amount of $350.0);
•A domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount of $300.0 (previously $200.0);
•A global revolving credit facility, available for loans in USD, Euros, British Pound Sterling, and other currencies, in the aggregate principal amount up to the equivalent of $150.0 (previously $150.0);
•A participating foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $55.0 (previously $110.0); and
•A bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $45.0 (previously $40.0).
The above amendment to our Credit Agreement also:
•Increased the Consolidated Leverage Ratio (defined in the Credit Agreement) that we are required to maintain as of the last day of each fiscal quarter to not more than 3.75 to 1.00 (or up to 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions);
•Reduced the Consolidated Interest Coverage Ratio that we are required to maintain as of the last day of each fiscal quarter to not less than 3.00 to 1.00; and
•Adjusted our per annum fees charged and the interest rate margins applicable to Eurodollar and alternate base rate loans, in each case based on the Consolidated Leverage Ratio, to be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Leverage
Ratio
|
|
Domestic
Revolving
Commitment
Fee
|
|
Global
Revolving
Commitment
Fee
|
|
Letter of
Credit
Fee
|
|
Foreign
Credit
Commitment
Fee
|
|
Foreign
Credit
Instrument
Fee
|
|
LIBOR
Rate
Loans
|
|
ABR
Loans
|
Greater than or equal to 3.50 to 1.0
|
|
0.350
|
%
|
|
0.350
|
%
|
|
2.000
|
%
|
|
0.350
|
%
|
|
1.250
|
%
|
|
2.000
|
%
|
|
1.000
|
%
|
Between 2.50 to 1.0 and 3.50 to 1.0
|
|
0.300
|
%
|
|
0.300
|
%
|
|
1.750
|
%
|
|
0.300
|
%
|
|
1.000
|
%
|
|
1.750
|
%
|
|
0.750
|
%
|
Between 1.75 to 1.0 and 2.50 to 1.0
|
|
0.275
|
%
|
|
0.275
|
%
|
|
1.500
|
%
|
|
0.275
|
%
|
|
0.875
|
%
|
|
1.500
|
%
|
|
0.500
|
%
|
Less than 1.75 to 1.0
|
|
0.250
|
%
|
|
0.250
|
%
|
|
1.375
|
%
|
|
0.250
|
%
|
|
0.800
|
%
|
|
1.375
|
%
|
|
0.375
|
%
|
The interest rates applicable to loans under the Credit Agreement are, at our option, equal to either (i) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0%) or (ii) a reserve-adjusted LIBOR rate for dollars (Eurodollars) plus, in each case, an applicable margin percentage as previously discussed, which varies based on our Consolidated Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings and analogous instruments and net of cash and cash equivalents) at the date of determination to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date). We may elect interest periods of one, two, three or six months (and, if consented to by all relevant lenders, twelve months) for Eurodollar borrowings.
The weighted-average interest rate of outstanding borrowings under our Senior Credit Facilities was approximately 3.3% at December 31, 2019.
The fees and bilateral foreign credit commitments are as specified above for foreign credit commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.25% per annum, respectively.
SPX is the borrower under each of the above facilities, and certain of our foreign subsidiaries are (and we may designate other foreign subsidiaries to be) borrowers under the global revolving credit facility and the foreign credit instrument facilities. All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.
The letters of credit under the domestic revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our foreign operations.
The Credit Agreement requires mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by SPX or our subsidiaries. Mandatory prepayments will be applied to repay, first, amounts outstanding under any term loans and, then, amounts (or cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 360 days (and if committed to be reinvested, actually reinvested within 360 days after the end of such 360-day period) of the receipt of such proceeds.
We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of
Eurodollar rate borrowings other than on the last day of the relevant interest period. Indebtedness under the Credit Agreement is guaranteed by:
•Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and
•SPX with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.
Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by SPX or our domestic subsidiary guarantors and 65% of the capital stock of our material first-tier foreign subsidiaries (with certain exceptions). If SPX obtains a corporate credit rating from Moody’s and S&P and such corporate credit rating is less than “Ba2” (or not rated) by Moody’s and less than “BB” (or not rated) by S&P, then SPX and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets. If SPX’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults then exist, all collateral security is to be released and the indebtedness under the Credit Agreement would be unsecured.
The Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default.
We are permitted under the Credit Agreement to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after the Effective Date equal to the sum of (i) $100.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments.
At December 31, 2019, we had $292.7 of available borrowing capacity under our revolving credit facilities after giving effect to borrowings under the domestic revolving loan facility of $140.0 and $17.3 reserved for outstanding letters of credit. In addition, at December 31, 2019, we had $2.2 of available issuance capacity under our foreign credit instrument facilities after giving effect to $97.8 reserved for outstanding letters of credit.
At December 31, 2019, we were in compliance with all covenants of our Credit Agreement.
Other Borrowings and Financing Activities
Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 2019 and 2018, the participating businesses had $2.6 and $2.5, respectively, outstanding under this arrangement.
We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $50.0. Availability of funds may fluctuate over time given changes in eligible receivable balances, but will not exceed the $50.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business.
In addition, we maintain line of credit facilities in China and South Africa available to fund operations in these regions, when necessary. At December 31, 2019, the aggregate amount of borrowing capacity under these facilities was $20.0, while there were no borrowings outstanding.
(14) Derivative Financial Instruments and Concentrations of Credit Risk
Interest Rate Swaps
During the second quarter of 2016, we entered into interest rate swap agreements to hedge the interest rate risk on our then existing variable rate term loan. As a result of amending our Credit Agreement on December 19, 2017, these swaps (“Old Swaps”) no longer qualified for hedge accounting, resulting in a gain (recorded to “Other expense, net”) in 2017 of $2.7. On March 8, 2018, we extinguished the Old Swaps and entered into a new interest rate swap agreement (the “New Swaps”) to hedge the interest rate risk on the variable interest rate borrowings under our Credit Agreement. The New Swaps, which we have designated and are accounting for as cash flow hedges, had an initial notional amount of $260.0 and maturities through December 2021 and effectively convert a portion of the borrowings under our Credit Agreement to a fixed rate of 2.535%, plus the applicable margin. As of December 31, 2019, the aggregate notional amounts of the New Swaps was $247.0 and the unrealized gain (loss), net of tax, recorded in AOCI was $(1.9) and $0.2 as of December 31, 2019 and 2018, respectively. In addition, as of December 31, 2019 and 2018, the fair value of the New Swaps was $2.5 (long-term liability) and $0.2 (long-term asset), respectively. Changes in fair value for the New Swaps are reclassified into earnings as a component of interest expense, when the forecasted transaction impacts earnings.
Currency Forward Contracts
We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the South African Rand, British Pound Sterling, and Euro.
From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). None of our FX forward contracts are designated as cash flow hedges.
We had FX forward contracts with an aggregate notional amount of $26.0 and $14.4 outstanding as of December 31, 2019 and 2018, respectively, with all of the $26.0 scheduled to mature in 2020.
Commodity Contracts
From time to time, we enter into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials. The outstanding notional amounts of commodity contracts were 3.4 and 3.9 pounds of copper at December 31, 2019 and 2018, respectively. We designate and account for these contracts as cash flow hedges and, to the extent these commodity contracts are effective in offsetting the variability of the forecasted purchases, the change in fair value is included in AOCI. We reclassify AOCI associated with our commodity contracts to cost of products sold when the forecasted transaction impacts earnings. As of December 31, 2019 and 2018, the fair values of these contracts were $0.4 (current asset) and $1.0 (current liability), respectively. The unrealized gains (losses), net of taxes, recorded in AOCI were $0.3 and $(0.8) as of December 31, 2019 and 2018, respectively. We anticipate reclassifying the unrealized gain as of December 31, 2019 to income over the next 12 months.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, and interest rate swap, foreign currency forward, and commodity contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions throughout the world. We periodically evaluate the credit standing of these financial institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. We mitigate our credit risks by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
(15) Contingent Liabilities and Other Matters
Spin-Off of SPX FLOW
In connection with the Spin-Off, we entered into definitive agreements with SPX FLOW that, among other matters, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with SPX FLOW after the Spin-Off, including the following:
•Separation and Distribution Agreement;
•Tax Matters Agreement;
•Employee Matters Agreement; and
•Trademark License Agreement.
Pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement, SPX FLOW has agreed to indemnify us for certain liabilities, and we have agreed to indemnify SPX FLOW for certain liabilities, in each case for uncapped amounts. As of December 31, 2019, no material indemnification claims have been initiated.
The financial activity governed by these agreements between SPX FLOW and us was not material to our consolidated financial results for the years ended December 31, 2019, 2018 and 2017.
We also entered into a five-year agreement with SPX FLOW to lease office space for our corporate headquarters. Annual lease costs associated with the agreement are $2.1. This agreement expires in September, 2020.
General
Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims), environmental matters, product liability matters (predominately associated with alleged exposure to asbestos-containing materials), and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures.
Our recorded liabilities related to these matters totaled $592.4 (including $552.2 for asbestos product liability matters) and $631.7 (including $587.5 for asbestos product liability matters) at December 31, 2019 and 2018, respectively. Of these amounts, $517.6 and $600.3 are included in “Other long-term liabilities” within our consolidated balance sheets at December 31, 2019 and 2018, respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these claims are based on a number of assumptions, including historical claims and payment experience and, with respect to asbestos claims, actuarial estimates of the future period during which additional claims are reasonably foreseeable. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations.
Our asbestos-related claims are typical in certain of the industries in which we operate or pertain to legacy businesses we no longer operate. It is not unusual in these cases for fifty or more corporate entities to be named as defendants. We vigorously defend these claims, many of which are dismissed without payment, and the significant majority of costs related to these claims have historically been paid pursuant to our insurance arrangements. During the years ended December 31, 2019, 2018 and 2017, our payments for asbestos-related matters, net of respective insurance recoveries of $47.1, $45.3, and $57.3, were $13.1, $9.7 and $1.0, respectively. A significant increase in claims, costs and/or issues with existing insurance coverage (e.g., dispute with or insolvency of insurer(s)) could have a material adverse impact on our share of future payments related to these matters, and, as a result, have a material impact on our financial position, results of operations and cash flows.
We have recorded insurance recovery assets associated with the asbestos product liability matters, with such amounts totaling $509.6 and $541.9 at December 31, 2019 and 2018, respectively. Of these amounts, $459.6 and $541.9 are included in “Other assets” within our consolidated balance sheets at December 31, 2019 and 2018, respectively, with the remainder included in “Other current assets.” These assets represent amounts that we believe we are or will be entitled to recover under agreements we have with insurance companies. The assets we record for these insurance recoveries are based on a number of assumptions, including the continued solvency of the insurers and our legal interpretation of our rights for recovery under the agreements we have with the insurers. Our current assumptions for estimating these assets may not prove accurate, and we may be required to adjust these assets in the future. These variances relative to current expectations could have a material impact on our financial position and results of operations.
During the years ended December 31, 2019, 2018, and 2017, we recorded charges of $8.3, $2.4, and $5.7, respectively, as a result of changes in estimates associated with the liabilities and assets related to asbestos product liability matters. Of these charges, $4.5, $2.0 and $3.5 were recorded to “Other expense, net” for the years ended December 31, 2019, 2018, and 2017, respectively, and $3.8, $0.4, and $2.2, respectively, to “Gain (loss) on disposition of discontinued operations, net of tax.”
Large Power Projects in South Africa
Overview - Since 2008, DBT has been executing contracts on two large power projects in South Africa (Kusile and Medupi). Over such time, the business environment surrounding these projects has been difficult, as DBT, along with many other contractors on the projects, have experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers. DBT has substantially completed its scope of work, with its remaining responsibilities related largely to resolution of various claims, primarily between itself and one of its prime contractors, Mitsubishi-Hitachi Power Systems Africa (PTY) LTD (“MHPSA”).
The challenges related to the projects have resulted in (i) significant adjustments to our revenue and cost estimates for the projects, (ii) DBT’s submission of numerous change orders to the prime contractors, (iii) various claims and disputes between DBT and other parties involved with the projects (e.g., prime contractors, subcontractors, suppliers, etc.), and (iv) the possibility that DBT may become subject to additional claims, which could be significant. It is possible that some outstanding claims may not be resolved until after the prime contractors complete their scopes of work. Our future financial position, operating results, and cash flows could be materially impacted by the resolution of current and any future claims.
Claims by DBT - DBT has made numerous claims against MHPSA, including claims totaling South African Rand 1,133.3 (or $80.8) that have been submitted to dispute adjudication processes as required under the relevant contracts, with such amount subject to change as DBT progresses through these processes. Certain of these processes are expected to occur in 2020. In addition to existing asserted claims, DBT may have additional claims and rights to recovery based on its remaining performance under the contracts with, and actions taken by, MHPSA. The amounts DBT may recover for current and potential future claims against MHPSA are not currently known given (i) the extent of current and potential future claims by MHPSA against DBT (see below for further discussion) and (ii) the unpredictable nature of any dispute resolution processes that may occur in connection with these current and potential future claims. No revenue has been recorded in the accompanying consolidated financial statements with respect to current or potential future claims against MHPSA.
Claims by Prime Contractors - On February 26, 2019, DBT received notification of an interim claim consisting of both direct and consequential damages from MHPSA alleging, among other things, that DBT (i) provided defective product and (ii) failed to meet certain project milestones. We believe the notification is unsubstantiated and the vast majority of the claimed damages are prohibited under the relevant contracts. Therefore, we believe any loss for the majority of these claimed damages is remote. For the remainder of the claims, which largely appear to be direct in nature (approximately South African Rand 948.0 or $67.6), DBT has numerous defenses and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the accompanying consolidated financial statements with respect to these claims. Although it is reasonably possible that some loss may be incurred in connection with these claims, we currently are unable to estimate the potential loss or range of potential loss associated with these claims due to the (i) lack of support provided by MPHSA for these claims; (ii) complexity of contractual relationships between the end customer, MHPSA, and DBT; (iii) legal interpretation of the contract provisions and application of South African common law to the contracts; and (iv) unpredictable nature of any dispute resolution processes that may occur in connection with these claims.
In April and July 2019, DBT received notifications of intent to claim liquidated damages totaling South African Rand 407.2 (or $29.0) from MHPSA alleging that DBT failed to meet certain project milestones related to the construction of the filters for both the Kusile and Medupi projects. DBT has numerous defenses against these claims and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the accompanying consolidated financial statements with respect to these claims. Although it is reasonably possible that some loss may be incurred in connection with these claims, we currently are unable to estimate the potential loss or range of potential loss.
MHPSA has made other claims against DBT totaling South African Rand 176.2 (or $12.6). DBT has numerous defenses against these claims and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the accompanying consolidated financial statements with respect to these claims.
In favor of MHPSA, we have issued bonds totaling $65.1 (including $23.3 with more stringent payment terms). We believe a portion of these bonds should be reduced based on project milestones achieved by DBT. In the event that MHPSA were to receive payment on a portion, or all, of these bonds, we would be required to reimburse the bank. In addition to these bonds, SPX Corporation has guaranteed DBT’s performance on these projects to the prime contractors.
On June 28, 2019, DBT reached an agreement with Alstom/GE, the other prime contractor on the projects, to, among other things, settle all material outstanding claims between the parties (other than certain pass-through claims relating to third parties), including a liquidated damages claim made by Alstom/GE. In connection with the agreement, we reduced revenues (and operating income) by $6.0 during the second quarter of 2019.
Claims by Subcontractor - On October 30, 2018, a non-governmental business adjudicator in South Africa provided a decision on certain claims made against DBT by one of its subcontractors. As part of its decision, the adjudicator concluded that the subcontractor was entitled to payment of South African Rand 256.0 (or $18.2). We believed that the decision was invalid on numerous bases and, thus, we did not record a loss in our accompanying consolidated financial statements as a result of the adjudicator’s decision. The matter was referred to an arbitration tribunal and, on January 16, 2020, the arbitration tribunal ruled that the subcontractor was only entitled to a payment of South African Rand 19.4 (or $1.4). The arbitration tribunal’s ruling is binding on both DBT and the subcontractor. We have reflected the liability for such amount within our consolidated balance sheet as of December 31, 2019.
Noncontrolling Interest in South African Subsidiary
DBT had a Black Economic Empowerment shareholder (the “BEE Partner”) that held a 25.1% noncontrolling interest in DBT. Under the terms of the shareholder agreement between the BEE Partner and SPX Technologies (PTY) LTD (“SPX Technologies”), the BEE Partner had the option to put its ownership interest in DBT to SPX Technologies, the majority shareholder of DBT, at a redemption amount determined in accordance with the terms of the shareholder agreement (the “Put Option”). The BEE Partner notified SPX Technologies of its intention to exercise the Put Option and, on July 6, 2016, an arbitration tribunal declared that the BEE Partner was entitled to South African Rand 287.3 in connection with the exercise of the Put Option, having not considered an amount due from the BEE Partner under a promissory note of South African Rand 30.3 held by SPX Technologies. As a result, beginning in the third quarter of 2016, we reflected the net redemption amount of South African Rand 257.0 (or $17.7 at December 31, 2018) within “Accrued expenses” on our consolidated balance sheet, with the related offset recorded to “Paid-in capital” and “Accumulated other comprehensive income.”
In August 2016, SPX Technologies applied to the High Court of South Africa (the “High Court”) to have the arbitration tribunal’s ruling set aside. On January 22, 2018, the High Court ruled in SPX Technologies' favor and set aside the arbitration tribunal’s ruling. The BEE Partner subsequently applied to the Supreme Court of Appeal of South Africa (the “SCA”) to have the arbitration tribunal’s ruling upheld. On September 6, 2019, the SCA ruled in favor of the BEE Partner. On October 16, 2019, SPX Technologies, DBT, and SPX Corporation executed an agreement with the BEE Partner and its affiliates to settle the Put Option and all other claims between the parties for a total payment of South African Rand 230.0 (or $15.6), which was paid in full on October 21, 2019. The difference between the settlement amount (South African Rand 230.0) and the amount previously recorded of South African Rand 257.0 (see above), or South African Rand 27.0 (or $1.8), along with a tax benefit of $3.8 associated with the total payment of South African Rand 230.0, have been reflected as an adjustment to “Net income attributable to SPX common shareholders” in our calculation of basic and diluted earnings per share for the year ended December 31, 2019, with such adjustment totaling $5.6.
Litigation Matters
We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot give assurance that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.
Environmental Matters
Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows. As of December 31, 2019, we had liabilities for site investigation and/or remediation at 29 sites (28 sites at December 31, 2018) that we own or control. In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.
Our environmental accruals cover anticipated costs, including investigation, remediation, and operation and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans. It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.
In the case of contamination at offsite, third-party disposal sites, as of December 31, 2019, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 14 sites (14 sites at December 31, 2018) at which the liability has not been settled, of which 11 sites have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our consolidated financial statements. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated.
In our opinion, after considering accruals established for such purposes, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment is not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.
Self-Insured Risk Management Matters
We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts. This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposure.
Executive Agreements
The Board of Directors has approved an employment agreement for our President and Chief Executive Officer. This agreement had an initial term through December 31, 2017 and, thereafter, rolling terms of one year, and specifies the executive’s current compensation, benefits and perquisites, severance entitlements, and other employment rights and
responsibilities. The Compensation Committee of the Board of Directors has approved severance benefit agreements for our other six executive officers. These agreements cover each executive’s entitlements in the event that the executive’s employment is terminated for other than cause, death or disability, or the executive resigns with good reason. The Compensation Committee of the Board of Directors has also approved change of control agreements for each of our executive officers, which cover each executive’s entitlements following a change of control.
(16) Shareholders’ Equity and Long-Term Incentive Compensation
Income Per Share
The following table sets forth the computations of the components used for the calculation of basic and diluted income (loss) per share:
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Year ended December 31,
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2019
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2018
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2017
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Numerator:
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Income from continuing operations
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$
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69.7
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|
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$
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78.2
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|
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$
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84.0
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Adjustment related to redeemable noncontrolling interest (Note 15)
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5.6
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|
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—
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|
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—
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Income from continuing operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share
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$
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75.3
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|
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$
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78.2
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|
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$
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84.0
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Income (loss) from discontinued operations, net of tax
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$
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(4.4)
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|
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$
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3.0
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|
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$
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5.3
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Less: Net loss attributable to noncontrolling interest
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—
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|
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—
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|
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—
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Income (loss) from discontinued operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share
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$
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(4.4)
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$
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3.0
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$
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5.3
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Denominator:
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Weighted-average number of common shares used in basic income (loss) per share
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43.942
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43.054
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42.413
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Dilutive securities — Employee stock options, restricted stock shares and restricted stock units
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1.015
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1.606
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|
|
1.492
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Weighted-average number of common shares and dilutive securities used in diluted income (loss) per share
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44.957
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|
|
44.660
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|
|
43.905
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For the years ended December 31, 2019, 2018, and 2017, 0.319, 0.234, and 0.563, respectively, of unvested restricted stock shares/units were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years. For the years ended December 31, 2019, 2018, and 2017, 0.942, 0.875, and 0.997, respectively, of outstanding stock options were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years.
Common Stock and Treasury Stock
At December 31, 2019, we had 200.0 authorized shares of common stock (par value $0.01). Common shares issued, treasury shares and shares outstanding are summarized in the table below.
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Common Stock
Issued
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Treasury
Stock
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Shares
Outstanding
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Balance at December 31, 2016
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$
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50.755
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$
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(8.815)
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|
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$
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41.940
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Restricted stock units
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—
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0.280
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0.280
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Other
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0.431
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|
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—
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0.431
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Balance at December 31, 2017
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51.186
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(8.535)
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42.651
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Restricted stock units
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—
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|
|
0.457
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0.457
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Other
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0.343
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—
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0.343
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Balance at December 31, 2018
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51.529
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(8.078)
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|
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43.451
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Restricted stock units
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—
|
|
|
0.264
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|
|
0.264
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|
|
|
|
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Other
|
0.488
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|
|
—
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|
|
0.488
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Balance at December 31, 2019
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$
|
52.017
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|
|
$
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(7.814)
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|
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$
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44.203
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Long-Term Incentive Compensation
On May 9, 2019, our stockholders approved our 2019 Stock Compensation Plan (the “2019 Plan”) which replaced our 2002 Stock Compensation Plan, as amended in 2006, 2011, 2012 and 2015 (the “Prior Plan”). As a result of the approval of the 2019 Plan, no further awards were permitted to be made under the Prior Plan. Up to 4.917 shares of our common stock were available for grant at December 31, 2019 under the 2019 Plan. The 2019 Plan permits the issuance of new shares or shares from treasury upon the exercise of options, vesting of time-based restricted stock units (“RSU’s”) and performance stock units (“PSU’s”), or the granting of restricted stock shares (“RS’s”). Each RSU, RS and PSU granted reduces availability by two shares. Similar awards were permitted to be granted under the Prior Plan before the approval of the 2019 Plan.
PSU’s, RSU’s and RS’s may be granted to certain eligible employees or non-employee directors in accordance with applicable equity compensation plan documents and agreements. Subject to participants’ continued employment and other plan terms and conditions, the restrictions lapse and awards generally vest over a period of time, generally one or three years. In some instances, such as death, disability, or retirement, stock may vest concurrently with or following an employee’s termination. PSU’s are eligible to vest at the end of the performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Capital Goods Index, while the RSU’s and RS’s vest based on the passage of time since grant date. PSU’s, RSU’s, and RS’s that do not vest within the applicable vesting period are forfeited.
We grant RSU’s or RS’s to non-employee directors under the 2006 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Plan”) and the 2019 Plan (and under the Prior Plan before the approval of the 2019 Plan). Under the Directors’ Plan, up to 0.027 shares of our common stock were available for grant at December 31, 2019. The 2019, 2018 and 2017 grants to non-employee directors generally vest over a one-year period, with the 2019 grants scheduled to vest in their entirety immediately prior to the annual meeting of stockholders in May 2020.
Stock options may be granted to key employees in the form of incentive stock options or nonqualified stock options. The option price per share may be no less than the fair market value of our common stock at the close of business the day prior to the date of grant. Upon exercise, the employee has the option to surrender previously owned shares at current value in payment of the exercise price and/or for withholding tax obligations.
The recognition of compensation expense for share-based awards, including stock options, is based on their grant date fair values. The fair value of each award is amortized over the lesser of the award’s requisite or derived service period, which is generally up to three years. Compensation expense within income from continuing operations related to PSU’s, RSU’s, RS’s and stock options totaled $10.8, $11.6 and $12.0 for the years ended December 31, 2019, 2018 and 2017, respectively, with the related tax benefit being $2.6, $2.8 and $4.6 for the years ended December 31, 2019, 2018 and 2017, respectively.
During 2019, 2018, and 2017 long-term cash awards were granted to executive officers and other members of senior management. These awards are eligible to vest at the end of a three-year performance measurement period, with performance based on our achievement of a target segment income amount over the three-year measurement period. Long-term incentive compensation expense for 2019, 2018, and 2017 included $2.8, $3.9 and $3.8, respectively, associated with long-term cash awards.
We use the Monte Carlo simulation model valuation technique to determine fair value of our restricted stock awards that contain a market condition (i.e., the PSU’s). The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each PSU. We issued PSU’s to eligible participants on February 21, 2019, February 22, 2018, and March 1, 2017. We used the following assumptions in determining the fair value of these awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Expected
Stock Price
Volatility
|
|
Annual Expected
Dividend Yield
|
|
Risk-Free Interest Rate
|
|
Correlation
Between Total
Shareholder
Return for SPX
and the
Applicable
S&P Index
|
February 21, 2019
|
|
|
|
|
|
|
|
SPX Corporation
|
32.70
|
%
|
|
—
|
%
|
|
2.53
|
%
|
|
38.75
|
%
|
Peer group within S&P 600 Capital Goods Index
|
34.75
|
%
|
|
n/a
|
|
2.48
|
%
|
|
|
February 22, 2018
|
|
|
|
|
|
|
|
SPX Corporation
|
42.25
|
%
|
|
—
|
%
|
|
2.38
|
%
|
|
32.67
|
%
|
Peer group within S&P 600 Capital Goods Index
|
34.99
|
%
|
|
n/a
|
|
2.38
|
%
|
|
|
March 1, 2017
|
|
|
|
|
|
|
|
SPX Corporation
|
41.03
|
%
|
|
—
|
%
|
|
1.52
|
%
|
|
36.85
|
%
|
Peer group within S&P 600 Capital Goods Index
|
34.49
|
%
|
|
n/a
|
|
1.52
|
%
|
|
|
Annual expected stock price volatility is based on the three-year historical volatility. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.
The following table summarizes the PSU, RSU, and RS activity from December 31, 2016 through December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested PSU’s, RSU’s, and RS’s
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
December 31, 2016
|
1.702
|
|
|
$
|
16.47
|
|
Granted
|
0.252
|
|
|
28.22
|
|
Vested
|
(0.483)
|
|
|
18.17
|
|
Forfeited
|
(0.241)
|
|
|
20.83
|
|
December 31, 2017
|
1.230
|
|
|
17.41
|
|
Granted
|
0.211
|
|
|
33.69
|
|
Vested
|
(0.753)
|
|
|
15.39
|
|
Forfeited
|
(0.036)
|
|
|
22.35
|
|
December 31, 2018
|
0.652
|
|
|
24.65
|
|
Granted
|
0.430
|
|
|
35.49
|
|
Vested
|
(0.446)
|
|
|
18.75
|
|
Forfeited
|
(0.030)
|
|
|
35.10
|
|
December 31, 2019
|
0.606
|
|
|
$
|
36.17
|
|
As of December 31, 2019, there was $9.9 of unrecognized compensation cost related to PSU’s, RSU’s and RS’s. We expect this cost to be recognized over a weighted-average period of 1.9 years.
Stock Options
On February 21, 2019, February 22, 2018, and March 1, 2017, we granted stock options totaling 0.186, 0.184 and 0.208, respectively. The exercise price per share of these options is $36.51, $32.69 and $27.40, respectively, and the maximum contractual term of these options is ten years.
The fair value of each stock option granted on February 21, 2019, February 22, 2018, and March 1, 2017 was $13.31, $11.66 and $9.60, respectively. The fair value of each option grant was estimated using a Black-Scholes option-pricing model with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 21, 2019
|
|
February 22, 2018
|
|
March 1,
2017
|
Annual expected stock price volatility
|
32.70
|
%
|
|
31.14
|
%
|
|
32.00
|
%
|
Annual expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
2.53
|
%
|
|
2.75
|
%
|
|
2.14
|
%
|
Expected life of stock option (in years)
|
6.0
|
|
6.0
|
|
6.0
|
Annual expected stock price volatility for the February 21, 2019, February 22, 2018, and March 1, 2017 grant were based on a weighted average of SPX’s stock volatility since the Spin-Off and an average of the most recent six-year historical volatility of a peer company group. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the five-year and seven-year treasury constant maturity rates. The expected option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding.
The following table shows stock option activity from December 31, 2016 through December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-
Average Exercise
Price
|
Options outstanding at December 31, 2016
|
|
1.552
|
|
|
$
|
12.89
|
|
Exercised
|
|
(0.125)
|
|
|
20.67
|
|
Forfeited
|
|
(0.027)
|
|
|
14.45
|
|
Granted
|
|
0.208
|
|
|
27.40
|
|
Options outstanding at December 31, 2017
|
|
1.608
|
|
|
14.67
|
|
Exercised
|
|
(0.064)
|
|
|
13.89
|
|
Forfeited
|
|
(0.010)
|
|
|
23.17
|
|
Granted
|
|
0.184
|
|
|
32.69
|
|
Options outstanding at December 31, 2018
|
|
1.718
|
|
|
16.58
|
|
Exercised
|
|
(0.202)
|
|
|
13.46
|
|
Forfeited
|
|
(0.013)
|
|
|
33.15
|
|
Granted
|
|
0.189
|
|
|
36.50
|
|
Options outstanding at December 31, 2019
|
|
1.692
|
|
|
$
|
19.05
|
|
As of December 31, 2019, 1.329 of the above stock options were exercisable and there was $1.5 of unrecognized compensation cost related to the outstanding stock options. We expect this cost to be recognized over a weighted-average period of 1.9 years.
Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 2019 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Losses on
Qualifying
Cash
Flow
Hedges(1)
|
|
|
|
Pension and
Postretirement
Liability Adjustment(2)
|
|
Total
|
Balance at December 31, 2018
|
$
|
225.8
|
|
|
$
|
(0.6)
|
|
|
|
|
$
|
19.7
|
|
|
$
|
244.9
|
|
Other comprehensive income (loss) before reclassifications
|
2.2
|
|
|
(2.1)
|
|
|
|
|
1.2
|
|
|
1.3
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1.1
|
|
|
|
|
(3.0)
|
|
|
(1.9)
|
|
Current-period other comprehensive income (loss)
|
2.2
|
|
|
(1.0)
|
|
|
|
|
(1.8)
|
|
|
(0.6)
|
|
Balance at December 31, 2019
|
$
|
228.0
|
|
|
$
|
(1.6)
|
|
|
|
|
$
|
17.9
|
|
|
$
|
244.3
|
|
__________________________________________________________________
(1) Net of tax benefit of $0.5 and $0.2 as of December 31, 2019 and 2018, respectively.
(2) Net of tax provision of $6.1 and $6.6 as of December 31, 2019 and 2018, respectively. The balances as of December 31, 2019 and 2018 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Net Unrealized
Gains (Losses) on
Qualifying
Cash
Flow
Hedges (1)
|
|
|
Pension and
Postretirement
Liability Adjustment and Other (2)
|
|
Total
|
Balance at December 31, 2017
|
$
|
230.2
|
|
|
$
|
0.8
|
|
|
|
$
|
19.1
|
|
|
$
|
250.1
|
|
Other comprehensive loss before reclassifications
|
(4.4)
|
|
|
(1.8)
|
|
|
|
(1.0)
|
|
|
(7.2)
|
|
Amounts reclassified from accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of initial adoption of ASC 606 - See Note 3
|
—
|
|
|
(0.3)
|
|
|
|
—
|
|
|
(0.3)
|
|
Stranded income tax effects resulting from tax reform - See Note 3
|
—
|
|
|
0.2
|
|
|
|
4.6
|
|
|
4.8
|
|
Commodity contracts and amortization of prior service credits - See below
|
—
|
|
|
0.5
|
|
|
|
(3.0)
|
|
|
(2.5)
|
|
Current-period other comprehensive income (loss)
|
(4.4)
|
|
|
(1.4)
|
|
|
|
0.6
|
|
|
(5.2)
|
|
Balance at December 31, 2018
|
$
|
225.8
|
|
|
$
|
(0.6)
|
|
|
|
$
|
19.7
|
|
|
$
|
244.9
|
|
__________________________________________________________________
(1) Net of tax (provision) benefit of $0.2 and $(0.5) as of December 31, 2018 and 2017, respectively.
(2) Net of tax provision of $6.6 and $12.5 as of December 31, 2018 and 2017, respectively. The balances as of December 31, 2018 and 2017 include unamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated comprehensive income for the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
Reclassified
from
AOCI
|
|
|
|
Affected
Line Items
in the
Consolidated Statements of
Operations
|
|
Year ended
December 31,
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Losses on qualifying cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
Cost of products sold
|
Swaps
|
0.7
|
|
|
—
|
|
|
Interest expense
|
Pre-tax
|
1.5
|
|
|
0.7
|
|
|
|
Income taxes
|
(0.4)
|
|
|
(0.2)
|
|
|
|
|
$
|
1.1
|
|
|
$
|
0.5
|
|
|
|
Pension and postretirement items:
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of unrecognized prior service credits - Pre-tax
|
$
|
(4.1)
|
|
|
$
|
(4.2)
|
|
|
Other expense, net
|
|
|
|
|
|
|
Income taxes
|
1.1
|
|
|
1.2
|
|
|
|
|
$
|
(3.0)
|
|
|
$
|
(3.0)
|
|
|
|
Common Stock in Treasury
During the years ended December 31, 2019, 2018 and 2017, “Common stock in treasury” was decreased by the settlement of restricted stock units issued from treasury stock of $15.8, $27.6 and $16.9, respectively.
Preferred Stock
None of our 3.0 shares of authorized no par value preferred stock was outstanding at December 31, 2019, 2018 or 2017.
(17) Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
•Level 1 — Quoted prices for identical instruments in active markets.
•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3 — Significant inputs to the valuation model are unobservable.
There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.
Valuation Methodologies Used to Measure Fair Value on a Non-Recurring Basis
Parent Guarantees and Bonds Associated with Balcke Dürr — In connection with the sale of Balcke Dürr, existing parent company guarantees and bank and surety bonds, which totaled approximately Euro 79.0 and Euro 79.0, respectively, at the time of sale (and Euro 31.7 and Euro 9.4, respectively, at December 31, 2019), will remain in place through each instrument’s expiration date, with such expiration dates occurring through 2022. These guarantees and bonds provide protections for Balcke Dürr customers in regard to advance payments, performance, and warranties on projects in existence at the time of sale. In addition, certain bonds relate to lease obligations and foreign tax matters in existence at the time of sale. Balcke Dürr and the Buyer have provided us an indemnity in the event that any of these bonds are called. Also, at the time of sale, Balcke Dürr provided cash collateral of Euro 4.0 and mutares AG provided a guarantee of Euro 5.0 as a security for the above indemnifications (Euro 1.0 and Euro 2.5, respectively, at December 31, 2019). Summarized below are the liability (related to
the parent company guarantees and bank and surety bonds) and asset (related to the cash collateral and guarantee provided by mutares AG) recorded at the time of sale, along with the change in the liability and the asset during 2019, 2018, and 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
December 31, 2018
|
|
|
|
December 31, 2017
|
|
|
|
|
Guarantees and Bonds Liability (1)
|
|
Indemnification Assets (1)
|
|
Guarantees and Bonds Liability (1)
|
|
Indemnification Assets (1)
|
|
Guarantees and Bonds Liability (1)
|
|
Indemnification Assets (1)
|
Balance at beginning of year
|
|
$
|
4.4
|
|
|
$
|
1.2
|
|
|
$
|
8.7
|
|
|
$
|
2.8
|
|
|
$
|
9.9
|
|
|
$
|
4.8
|
|
Reduction/Amortization for the period (2)
|
|
(2.3)
|
|
|
(0.9)
|
|
|
(4.1)
|
|
|
(1.5)
|
|
|
(2.5)
|
|
|
(2.6)
|
|
Impact of changes in foreign currency rates
|
|
(0.1)
|
|
|
—
|
|
|
(0.2)
|
|
|
(0.1)
|
|
|
1.3
|
|
|
0.6
|
|
Balance at end of period (3)
|
|
$
|
2.0
|
|
|
$
|
0.3
|
|
|
$
|
4.4
|
|
|
$
|
1.2
|
|
|
$
|
8.7
|
|
|
$
|
2.8
|
|
___________________________
(1)In connection with the sale, we estimated the fair value of the existing parent company guarantees and bank and surety bonds considering the probability of default by Balcke Dürr and an estimate of the amount we would be obligated to pay in the event of a default. Additionally, we estimated the fair value of the cash collateral provided by Balcke Dürr and the guarantee provided by mutares AG based on the terms and conditions and relative risk associated with each of these securities (unobservable inputs - Level 3).
(2)We reduce the liability generally at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds. We amortize the asset based on the expiration terms of each of the securities. We record the reduction of the liability and the amortization of the asset to “Other expense, net.”
(3)Balance associated with the guarantees and bonds is reflected within “Other long-term liabilities,” while the balance associated with the indemnification assets is reflected within “Other assets.”
Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. As of December 31, 2019, we did not have any significant non-financial assets or liabilities that are required to be measured at fair value on a recurring or non-recurring basis.
Valuation Methodologies Used to Measure Fair Value on a Recurring Basis
Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps, FX forward contracts, and commodity contracts, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.
As of December 31, 2019, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our Credit Agreement. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security - As indicated in Note 3, during 2018, we adopted an amendment to guidance that requires, among other things, equity securities (excluding equity method investments) to be measured at fair value. In connection with our adoption, we adjusted the carrying value of an equity security, previously reflected on our consolidated balance sheet within (“Other assets”) at its historical cost of $0.7, to its estimated fair value of $16.6. We determined the estimated fair value utilizing a practical expedient under the amended guidance, with such estimated fair value based on our ownership percentage applied to the net asset value of the investee as presented in the investee’s most recent audited financial statements. As previously indicated, the increase in the equity security’s carrying value resulted in a reduction, net of tax, of our retained deficit of $12.0. During 2019, we recorded gains of $7.9 to “Other expense, net” related to increases in the estimated fair value of such equity security. In addition, we received a distribution during the first quarter of 2019 of $2.6 included within “cash flows from
operating activities” in our consolidated cash flows. As of December 31, 2019, the equity security had an estimated fair value of $21.9. We are restricted from transferring this investment without approval of the manager of the investee.
Indebtedness — The estimated fair value of our debt instruments as of December 31, 2019 and December 31, 2018 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.
(18) Quarterly Results (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First (4)
|
|
|
|
Second (4)
|
|
|
|
Third (4)
|
|
|
|
Fourth (4)
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Operating revenues (1)
|
$
|
343.6
|
|
|
$
|
351.9
|
|
|
$
|
372.4
|
|
|
$
|
379.2
|
|
|
$
|
364.8
|
|
|
$
|
362.5
|
|
|
$
|
444.6
|
|
|
$
|
445.0
|
|
Gross profit (1)
|
83.2
|
|
|
90.1
|
|
|
108.2
|
|
|
97.7
|
|
|
106.2
|
|
|
87.7
|
|
|
143.5
|
|
|
135.2
|
|
Income from continuing operations, net of tax (2)
|
0.6
|
|
|
12.4
|
|
|
19.4
|
|
|
19.7
|
|
|
21.2
|
|
|
6.8
|
|
|
28.5
|
|
|
39.3
|
|
Income (loss) from discontinued operations, net of tax (2)(3)
|
(1.4)
|
|
|
—
|
|
|
(0.2)
|
|
|
3.3
|
|
|
0.3
|
|
|
(0.2)
|
|
|
(3.1)
|
|
|
(0.1)
|
|
Net income (loss)
|
(0.8)
|
|
|
12.4
|
|
|
19.2
|
|
|
23.0
|
|
|
21.5
|
|
|
6.6
|
|
|
25.4
|
|
|
39.2
|
|
Less: Net income (loss) attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net income (loss) attributable to SPX Corporation common shareholders
|
(0.8)
|
|
|
12.4
|
|
|
19.2
|
|
|
23.0
|
|
|
21.5
|
|
|
6.6
|
|
|
25.4
|
|
|
39.2
|
|
Adjustment related to redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
Net income (loss) attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest
|
$
|
(0.8)
|
|
|
$
|
12.4
|
|
|
$
|
19.2
|
|
|
$
|
23.0
|
|
|
$
|
21.5
|
|
|
$
|
6.6
|
|
|
$
|
31.0
|
|
|
$
|
39.2
|
|
Basic income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations, net of tax
|
$
|
0.01
|
|
|
$
|
0.29
|
|
|
$
|
0.44
|
|
|
$
|
0.46
|
|
|
$
|
0.48
|
|
|
$
|
0.16
|
|
|
$
|
0.77
|
|
|
$
|
0.91
|
|
Discontinued operations, net of tax
|
(0.03)
|
|
|
—
|
|
|
—
|
|
|
0.08
|
|
|
0.01
|
|
|
(0.01)
|
|
|
(0.07)
|
|
|
(0.01)
|
|
Net income (loss)
|
$
|
(0.02)
|
|
|
$
|
0.29
|
|
|
$
|
0.44
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.15
|
|
|
$
|
0.70
|
|
|
$
|
0.90
|
|
Diluted income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations, net of tax
|
$
|
0.01
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
$
|
0.15
|
|
|
$
|
0.75
|
|
|
$
|
0.88
|
|
Discontinued operations, net of tax
|
(0.03)
|
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|
0.01
|
|
|
—
|
|
|
(0.07)
|
|
|
—
|
|
Net income (loss)
|
$
|
(0.02)
|
|
|
$
|
0.28
|
|
|
$
|
0.43
|
|
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.15
|
|
|
$
|
0.68
|
|
|
$
|
0.88
|
|
___________________________________________________________________
Note: The sum of the quarters’ income per share may not equal the full year per share amounts.
(1)During the first quarter of 2019, in consideration of recent claims received from the prime contractors on the large power projects in South Africa, and in accordance with ASC 606, we analyzed the risk of a significant revenue reversal associated with the amount of variable consideration recorded for the projects. Based on such analysis, we reduced the amount of cumulative revenue and gross profit associated with the variable consideration on the projects by $17.5.
On June 28, 2019, DBT reached an agreement with Alstom/GE, one of the prime contractors on the large power projects in South Africa, to, among other things, settle all material outstanding claims between the parties (other than certain pass-through claims related to third-parties). In connection with the agreement, we reduced the revenue and gross profit associated with the projects by $6.0 during the second quarter of 2019.
(2) During the fourth quarter of 2019 and 2018, we recognized pre-tax actuarial losses of $10.0 and $6.6, respectively, associated with our pension and postretirement benefit plans. See Note 11 for additional details.
During the first and second quarters of 2019 we recorded a gain of $6.3 and $1.6, respectively, to reflect an increase in the estimated fair value of an equity security. See Note 17 for additional details.
During the fourth quarter of 2019 and 2018, we recorded charges of $8.3 ($4.5 to continuing operations and $3.8 to discontinued operations) and $2.4 ($2.0 to continuing operations and $0.4 to discontinued operations),
respectively, as a result of changes in estimates associated with the assets and liabilities recorded for asbestos product liability matters.
(3) During the second quarter of 2018, we reached an agreement with the buyer of Balcke Dürr on the amount of cash and working capital at the closing date, as well as various other matters. The agreement resulted in a net gain of $3.8.
(4) We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2019 were March 30, June 29 and September 28, compared to the respective March 31, June 30 and September 29, 2018 dates. This practice only affects the quarterly reporting periods and not the annual reporting period. We had one less day in the first quarter of 2019 and one more day in the fourth quarter of 2019 than in the respective 2018 periods.