NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; in millions, except per share data and asbestos-related claims)
(1) BASIS OF PRESENTATION
Unless otherwise indicated, “we,” “us” and “our” mean SPX Corporation and its consolidated subsidiaries (“SPX”).
We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations).
We account for investments in unconsolidated companies where we exercise significant influence but do not have control 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 that could potentially be significant to the VIE. All of our VIEs are considered immaterial, individually and in aggregate, to our condensed consolidated financial statements.
Agreement for Sale of Transformers Solutions Business
On June 8, 2021, we entered into a definitive agreement to sell our SPX Transformer Solutions, Inc. subsidiary (“Transformer Solutions”), a business that engineers, designs, manufactures, and services transformers for the U.S. power transmission and distribution market, to GE-Prolec Transformers, Inc. and Prolec GE Internacional, S. de R.L. de C.V. for cash proceeds of $645.0. The sale is subject to normal closing conditions and a potential adjustment to the sales price based on cash, debt, and working capital at the date of closing, with the closing expected to occur in the fourth quarter of 2021. After the sale of Transformer Solutions, we will have only a limited presence in the power generation markets and will focus our efforts and investments on the HVAC and detection and measurement markets. Historically, Transformer Solutions’ operations have had a significant impact on our consolidated financial results, with revenues totaling approximately 25% of our total consolidated revenues. As we no longer will have a consequential presence in the power generation markets, and given its significance to our historical consolidated financial results, we have concluded that the sale of Transformer Solutions represents a strategic shift. Accordingly, we have classified the business as a discontinued operation in the accompanying condensed consolidated financial statements. See Note 3 for additional details.
Change in Segment Reporting Structure
As noted above, Transformer Solutions is now being reported as a discontinued operation within the accompanying condensed consolidated financial statements. In addition, the remaining operations of the Engineered Solutions reportable segment, with annual income representing less than 5% of the total annual income of our reportable segments, are being reported within our HVAC reportable segment, as these operations are now being managed, and evaluated by our Chief Operating Decision Maker, as part of our HVAC cooling business.
Wind-Down of the SPX Heat Transfer Business
As a continuation of our strategic shift away from power-generation markets, during the fourth quarter of 2020, we completed the wind-down of the SPX Heat Transfer business (“Heat Transfer”), which included providing all products and services on the business’s remaining contracts with customers. As a result, we are reporting Heat Transfer as a discontinued operation in the accompanying condensed consolidated financial statements. See Note 3 for additional details.
Acquisition of ULC
On September 2, 2020, we completed the acquisition of ULC Robotics (“ULC”), a leading developer of robotic systems, machine learning applications, and inspection technology for the energy, utility, and industrial markets, for cash proceeds of $89.2, net of cash acquired of $4.0. Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to $45.0, with payments scheduled to be made upon successful achievement of certain operational and financial performance milestones. The estimated fair value of such contingent consideration is $24.3, which is reflected as a liability in our condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020. The post-acquisition operating results of ULC are reflected within our Detection and Measurement reportable segment.
Acquisition of Sensors & Software
On November 11, 2020, we completed the acquisition of Sensors & Software Inc. (“Sensors & Software”), a leading manufacturer and distributor of ground penetrating radar products used for locating underground utilities, detecting unexploded ordinances, and geotechnical and geological investigations, for cash proceeds of $15.5, net of cash acquired of $0.3. Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to $4.0, with payment scheduled to be made in 2021 upon successful achievement of a financial performance milestone during the twelve months following the date of acquisition. The estimated fair value of such contingent consideration is $0.7, which is reflected as a liability in the accompanying condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020. The post-acquisition operating results of Sensors & Software are reflected within our Detection and Measurement reportable segment.
Acquisition of Sealite
On April 19, 2021, we completed the acquisition of Sealite Pty Ltd and affiliated entities, including Sealite USA, LLC (doing business as Avlite Systems) and Star2M Pty Ltd (collectively, “Sealite”). Sealite is a leader in the design and manufacture of marine and aviation Aids to Navigation products. We purchased Sealite for cash proceeds of $81.6, net of cash acquired of $2.3. The post-acquisition results of Sealite are reflected within our Detection and Measurement Reportable segment.
The assets acquired and liabilities assumed in the ULC, Sensors & Software, and Sealite transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain income tax amounts.
Impact of the Coronavirus Disease (the “COVID-19 pandemic”)
We experienced adverse impacts of the COVID-19 pandemic during the first half of 2020 with diminishing impacts in the second half of 2020 and through the first half of 2021. There have been no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets, or a material change in the estimate of any contingent amounts, recorded in our condensed consolidated balance sheet as of July 3, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the estimates we have made for the valuation of assets and contingent amounts.
Other
Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Interim results are not necessarily indicative of full year results.
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 2021 are April 3, July 3 and October 2, compared to the respective March 28, June 27 and September 26, 2020 dates. We had five more days in the first quarter of 2021 and will have six fewer days in the fourth quarter of 2021 than in the respective 2020 periods. It is not practicable to estimate the impact of the five additional days on our consolidated operating results for the six months ended July 3, 2021, when compared to the consolidated operating results for the 2020 respective period.
(2) NEW ACCOUNTING PRONOUNCEMENTS
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13. ASU 2016-13 changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, based on historical experience, current conditions and reasonable and supportable forecasts. The requirements of ASU 2016-13 are to be applied on a modified retrospective basis, which entails recognizing the initial effect of adoption in retained earnings. We adopted ASU 2016-13 on January 1, 2020, which resulted in an increase of our retained deficit of $0.5.
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 the 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 adopted this guidance on January 1, 2021, with no material impact on our condensed consolidated financial statements.
The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on June 30, 2023, with some tenors ceasing on December 31, 2021. In an effort to address the various challenges created by such discontinuance, the FASB issued two amendments to existing guidance, ASU No. 2020-04 and No. 2021-01, Reference Rate Reform. The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, etc.) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2022. We are currently evaluating the impacts of reference rate reform and the new guidance on our condensed consolidated financial statements.
(3) ACQUISITIONS AND DISCONTINUED OPERATIONS
As indicated in Note 1, on September 2, 2020, November 11, 2020 and April 19, 2021, we completed the acquisitions of ULC, Sensors & Software and Sealite, respectively. The pro forma effects of these acquisitions are not material to the condensed consolidated results of operations for the three and six months ended June 27, 2020.
Agreement to Sell Transformer Solutions Business
As discussed in Note 1, on June 8, 2021, we entered into a definitive agreement to sell Transformer Solutions and, in connection with such, are reporting the business as a discontinued operation in the accompanying condensed consolidated financial statements.
Major line items constituting pre-tax income and after-tax income of Transformer Solutions for the three and six months ended July 3, 2021 and June 27, 2020 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
July 3, 2021
|
|
June 27, 2020
|
|
July 3, 2021
|
|
June 27, 2020
|
Revenues
|
$
|
108.5
|
|
|
$
|
113.9
|
|
|
$
|
219.1
|
|
|
$
|
224.5
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
Cost of product sold
|
87.3
|
|
|
88.5
|
|
|
176.7
|
|
|
175.1
|
|
Selling, general and administrative
|
8.6
|
|
|
8.2
|
|
|
18.1
|
|
|
16.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|
0.7
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
12.8
|
|
|
17.6
|
|
|
24.3
|
|
|
34.1
|
|
Income tax (provision) benefit (1)
|
29.9
|
|
|
(4.1)
|
|
|
27.0
|
|
|
(7.8)
|
|
Income from discontinued operations, net of tax
|
$
|
42.7
|
|
|
$
|
13.5
|
|
|
$
|
51.3
|
|
|
$
|
26.3
|
|
___________________________
(1) During the three and six months ended July 3, 2021, we recorded tax benefits of $33.0 in “Income from discontinued operations, net of tax” including (i) $28.6 for the excess tax basis in the stock of Transformer Solutions and (ii) $4.4 for previously unrecognized state net operating losses, each as a result of the definitive agreement to sell the business.
The assets and liabilities of Transformer Solutions have been classified as assets and liabilities of discontinued operations as of July 3, 2021 and December 31, 2020. The major line items constituting Transformer Solutions assets and liabilities as of July 3, 2021 and December 31, 2020 are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2021
|
|
December 31, 2020
|
ASSETS
|
|
|
|
|
|
|
|
Accounts receivable, net
|
$
|
49.3
|
|
|
$
|
50.9
|
|
Contract assets
|
45.1
|
|
|
48.6
|
|
Inventories, net
|
21.0
|
|
|
18.9
|
|
Other current assets
|
1.7
|
|
|
3.2
|
|
Property, plant and equipment:
|
|
|
|
Land
|
6.4
|
|
|
6.5
|
|
Buildings and leasehold improvements
|
62.4
|
|
|
63.1
|
|
Machinery and equipment
|
141.9
|
|
|
141.1
|
|
|
210.7
|
|
|
210.7
|
|
Accumulated depreciation
|
(134.3)
|
|
|
(131.0)
|
|
Property, plant and equipment, net
|
76.4
|
|
|
79.7
|
|
Goodwill
|
131.3
|
|
|
131.3
|
|
Other assets
|
8.1
|
|
|
8.1
|
|
Total assets - discontinued operations
|
$
|
332.9
|
|
|
$
|
340.7
|
|
LIABILITIES
|
|
|
|
Accounts payable
|
$
|
37.3
|
|
|
$
|
34.1
|
|
Contract liabilities
|
67.3
|
|
|
57.2
|
|
Accrued expenses
|
24.2
|
|
|
24.5
|
|
Deferred and other income taxes
|
21.9
|
|
|
21.6
|
|
Other long-term liabilities
|
9.1
|
|
|
9.1
|
|
Total liabilities - discontinued operations
|
$
|
159.8
|
|
|
$
|
146.5
|
|
Wind-Down of the Heat Transfer Business
As discussed in Note 1, we completed the wind-down of Heat Transfer in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all prior periods presented.
Major line items constituting pre-tax income (loss) and after-tax income (loss) of Heat Transfer for the three and six months ended June 27, 2020, are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
June 27, 2020
|
|
June 27, 2020
|
Revenues
|
$
|
1.3
|
|
|
$
|
3.2
|
|
|
|
|
|
Cost of product sold
|
1.0
|
|
|
2.5
|
|
Selling, general and administrative
|
0.2
|
|
|
0.2
|
|
|
|
|
|
Special charges, net
|
0.4
|
|
|
0.4
|
|
|
|
|
|
Income (loss) before income tax
|
(0.3)
|
|
|
0.1
|
|
Income tax provision
|
—
|
|
|
—
|
|
Income (loss) from discontinued operations, net of tax
|
$
|
(0.3)
|
|
|
$
|
0.1
|
|
We recognized net gains of $4.1 and $3.3 during the three and six months ended July 3, 2021 and a net loss of $1.3 during the three and six months ended June 27, 2020 within “Gain (loss) on disposition of discontinued operations, net of tax” resulting primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior businesses classified as discontinued operations.
(4) REVENUES FROM CONTRACTS
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 other operating segment, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended July 3, 2021 and June 27, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended July 3, 2021
|
Reportable Segments and Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
Package and process cooling equipment and services
|
|
$
|
111.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111.5
|
|
Boilers, comfort heating, and ventilation
|
|
73.9
|
|
|
—
|
|
|
—
|
|
|
73.9
|
|
Underground locators, inspection and rehabilitation
equipment, and robotic systems
|
|
—
|
|
|
65.9
|
|
|
—
|
|
|
65.9
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
45.3
|
|
|
—
|
|
|
45.3
|
|
|
|
|
|
|
|
|
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
|
$
|
185.4
|
|
|
$
|
111.2
|
|
|
$
|
0.1
|
|
|
$
|
296.7
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
166.3
|
|
|
$
|
101.5
|
|
|
$
|
—
|
|
|
$
|
267.8
|
|
Revenues recognized over time
|
|
19.1
|
|
|
9.7
|
|
|
0.1
|
|
|
28.9
|
|
|
|
$
|
185.4
|
|
|
$
|
111.2
|
|
|
$
|
0.1
|
|
|
$
|
296.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended July 3, 2021
|
Reportable Segments and Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
Package and process cooling equipment and services
|
|
$
|
213.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
213.4
|
|
Boilers, comfort heating, and ventilation
|
|
147.8
|
|
|
—
|
|
|
—
|
|
|
147.8
|
|
Underground locators, inspection and rehabilitation
equipment, and robotic systems
|
|
—
|
|
|
133.3
|
|
|
—
|
|
|
133.3
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
89.5
|
|
|
—
|
|
|
89.5
|
|
|
|
|
|
|
|
|
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
|
$
|
361.0
|
|
|
$
|
222.8
|
|
|
$
|
0.8
|
|
|
$
|
584.6
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
320.7
|
|
|
$
|
198.0
|
|
|
$
|
—
|
|
|
$
|
518.7
|
|
Revenues recognized over time
|
|
40.3
|
|
|
24.8
|
|
|
0.8
|
|
|
65.9
|
|
|
|
$
|
361.0
|
|
|
$
|
222.8
|
|
|
$
|
0.8
|
|
|
$
|
584.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 27, 2020
|
Reportable Segments and Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
Package and process cooling equipment and services
|
|
$
|
109.5
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
109.9
|
|
Boilers, comfort heating, and ventilation
|
|
55.7
|
|
|
—
|
|
|
—
|
|
|
55.7
|
|
Underground locators and inspection and rehabilitation
equipment
|
|
—
|
|
|
47.3
|
|
|
—
|
|
|
47.3
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
44.8
|
|
|
—
|
|
|
44.8
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
|
$
|
165.2
|
|
|
$
|
92.1
|
|
|
$
|
0.7
|
|
|
$
|
258.0
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
141.5
|
|
|
$
|
85.7
|
|
|
$
|
—
|
|
|
$
|
227.2
|
|
Revenues recognized over time
|
|
23.7
|
|
|
6.4
|
|
|
0.7
|
|
|
30.8
|
|
|
|
$
|
165.2
|
|
|
$
|
92.1
|
|
|
$
|
0.7
|
|
|
$
|
258.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 27, 2020
|
Reportable Segments and Other
|
|
HVAC
|
|
Detection and Measurement
|
|
Other
|
|
Total
|
|
|
|
|
|
|
|
|
|
Major product lines
|
|
|
|
|
|
|
|
|
Package and process cooling equipment and services
|
|
$
|
211.7
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
212.1
|
|
Boilers, comfort heating, and ventilation
|
|
116.3
|
|
|
—
|
|
|
—
|
|
|
116.3
|
|
Underground locators and inspection and rehabilitation
equipment
|
|
—
|
|
|
96.0
|
|
|
—
|
|
|
96.0
|
|
Signal monitoring, obstruction lighting, and bus fare collection systems
|
|
—
|
|
|
88.0
|
|
|
—
|
|
|
88.0
|
|
South African projects
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|
|
$
|
328.0
|
|
|
$
|
184.0
|
|
|
$
|
2.8
|
|
|
$
|
514.8
|
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition
|
|
|
|
|
|
|
|
|
Revenues recognized at a point in time
|
|
$
|
269.0
|
|
|
$
|
169.2
|
|
|
$
|
0.2
|
|
|
$
|
438.4
|
|
Revenues recognized over time
|
|
59.0
|
|
|
14.8
|
|
|
2.6
|
|
|
76.4
|
|
|
|
$
|
328.0
|
|
|
$
|
184.0
|
|
|
$
|
2.8
|
|
|
$
|
514.8
|
|
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 condensed consolidated balance sheets. Our contract balances consisted of the following as of July 3, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Balances
|
July 3, 2021
|
|
December 31, 2020
|
|
Change
|
Contract Accounts Receivable(1)
|
$
|
204.5
|
|
|
$
|
210.6
|
|
|
$
|
(6.1)
|
|
Contract Assets
|
25.0
|
|
|
32.5
|
|
|
(7.5)
|
|
Contract Liabilities - current
|
(49.5)
|
|
|
(46.3)
|
|
|
(3.2)
|
|
Contract Liabilities - non-current(2)
|
(5.6)
|
|
|
(3.4)
|
|
|
(2.2)
|
|
Net contract balance
|
$
|
174.4
|
|
|
$
|
193.4
|
|
|
$
|
(19.0)
|
|
___________________________
(1) Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets.
(2) Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets.
The $19.0 decrease in our net contract balance from December 31, 2020 to July 3, 2021 was due primarily to cash payments received from customers during the period, partially offset by revenue recognized during the period.
During the three and six months ended July 3, 2021, we recognized revenues of $23.2 and $38.3, respectively, related to our contract liabilities at December 31, 2020.
Performance Obligations
As of July 3, 2021, the aggregate amount allocated to remaining performance obligations was $103.4. We expect to recognize revenue on approximately 56% and 86% of remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.
(5) LEASES
There have been no material changes to our operating and finance leases during the three and six months ended July 3, 2021.
(6) INFORMATION ON REPORTABLE SEGMENTS AND “OTHER” OPERATING SEGMENT
We are a global supplier of highly specialized, engineered solutions with operations in over 15 countries and sales in over 100 countries around the world.
Our DBT Technologies (PTY) LTD (“DBT”) operating segment is reported within an “Other” category outside of our reportable segments. We have aggregated our other operating segments into the following two reportable segments: HVAC and Detection and Measurement. 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, long-term incentive compensation, 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 package and process cooling equipment products for the HVAC, industrial and power generation markets, as well as boilers and 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, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, 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.
Other
As noted above, “Other” consists of our South African operating segment, DBT. Our DBT operating segment engineers, designs, manufactures, installs, and services equipment for the industrial and power generation markets, with its efforts focused primarily on two large power projects in South Africa that are in the final stages of completion (see Note 15 for additional details).
Corporate Expense
Corporate expense generally relates to the cost of our Charlotte, North Carolina corporate headquarters.
Financial data for our reportable segments and our other operating segment for the three and six months ended July 3, 2021 and June 27, 2020 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
HVAC reportable segment
|
$
|
185.4
|
|
|
$
|
165.2
|
|
|
$
|
361.0
|
|
|
$
|
328.0
|
|
|
|
|
|
Detection and Measurement reportable segment
|
111.2
|
|
|
92.1
|
|
|
222.8
|
|
|
184.0
|
|
|
|
|
|
Other
|
0.1
|
|
|
0.7
|
|
|
0.8
|
|
|
2.8
|
|
|
|
|
|
Consolidated revenues
|
$
|
296.7
|
|
|
$
|
258.0
|
|
|
$
|
584.6
|
|
|
$
|
514.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
HVAC reportable segment
|
$
|
25.4
|
|
|
$
|
19.6
|
|
|
$
|
47.7
|
|
|
$
|
37.3
|
|
|
|
|
|
Detection and Measurement reportable segment
|
11.4
|
|
|
16.0
|
|
|
31.4
|
|
|
34.2
|
|
|
|
|
|
Other
|
(3.9)
|
|
|
(4.3)
|
|
|
(8.5)
|
|
|
(8.6)
|
|
|
|
|
|
Total income for segments
|
32.9
|
|
|
31.3
|
|
|
70.6
|
|
|
62.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expense
|
(13.3)
|
|
|
(9.7)
|
|
|
(27.5)
|
|
|
(22.0)
|
|
|
|
|
|
Long-term incentive compensation expense
|
(3.3)
|
|
|
(3.1)
|
|
|
(6.1)
|
|
|
(6.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special charges, net
|
(0.7)
|
|
|
(1.0)
|
|
|
(1.4)
|
|
|
(1.3)
|
|
|
|
|
|
Other operating income (expense)(1)
|
(2.7)
|
|
|
—
|
|
|
(2.7)
|
|
|
0.4
|
|
|
|
|
|
Consolidated operating income
|
$
|
12.9
|
|
|
$
|
17.5
|
|
|
$
|
32.9
|
|
|
$
|
33.6
|
|
|
|
|
|
___________________________________________________________________
(1) For the three and six months ended July 3, 2021, includes a charge of $2.7 related to revisions of recorded assets for asbestos-related claims. For the six months ended June 27, 2020, includes a gain of $0.4 related to revisions to estimates of certain liabilities retained in connection with the 2016 sale of the dry cooling business.
(7) SPECIAL CHARGES, NET
Special charges, net, for the three and six months ended July 3, 2021 and June 27, 2020 are described in more detail below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
|
|
|
|
HVAC reportable segment
|
$
|
0.2
|
|
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
$
|
0.5
|
|
|
|
|
|
Detection and Measurement reportable segment
|
0.4
|
|
|
0.1
|
|
|
0.6
|
|
|
0.1
|
|
|
|
|
|
Other
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|
0.2
|
|
|
|
|
|
Corporate
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
|
|
|
Total
|
$
|
0.7
|
|
|
$
|
1.0
|
|
|
$
|
1.4
|
|
|
$
|
1.3
|
|
|
|
|
|
HVAC — Charges for the three and six months ended July 3, 2021 related to severance costs associated with a restructuring action at one of the segment's heating businesses. Charges for the three and six months ended June 27, 2020 related primarily to severance costs associated with restructuring actions at the segment's Patterson-Kelley and Cooling Americas businesses.
Detection and Measurement — Charges for the three and six months ended July 3, 2021 related to severance costs for restructuring actions at the segment's location and inspection businesses. Charges for the three and six months ended June 27, 2020 related to severance costs for a restructuring action at the segment's bus fare collection systems business.
Other — Charges for the three and six months ended July 3, 2021 and the six months ended June 27, 2020 related to severance costs incurred in connection with the wind-down activities at DBT, our South African subsidiary.
Corporate — Charges for the three and six months ended June 27, 2020 related to asset impairment and other charges associated with the move to a new corporate headquarters.
No significant future charges are expected to be incurred under actions approved as of July 3, 2021.
The following is an analysis of our restructuring liabilities for the six months ended July 3, 2021 and June 27, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
Balance at beginning of year
|
$
|
1.5
|
|
|
$
|
1.7
|
|
Special charges (1)
|
1.4
|
|
|
1.1
|
|
Utilization — cash
|
(2.0)
|
|
|
(1.8)
|
|
Currency translation adjustment and other
|
(0.1)
|
|
|
(0.2)
|
|
Balance at end of period
|
$
|
0.8
|
|
|
$
|
0.8
|
|
___________________________
(1) For the six months ended June 27, 2020, excludes $0.2 of non-cash charges that impacted “Special charges” but not the restructuring liabilities.
(8) INVENTORIES, NET
Inventories at July 3, 2021 and December 31, 2020 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3,
2021
|
|
December 31,
2020
|
Finished goods
|
$
|
57.3
|
|
|
$
|
49.4
|
|
Work in process
|
20.6
|
|
|
21.3
|
|
Raw materials and purchased parts
|
92.2
|
|
|
84.3
|
|
Total FIFO cost
|
170.1
|
|
|
155.0
|
|
Excess of FIFO cost over LIFO inventory value
|
(12.4)
|
|
|
(11.9)
|
|
Total inventories, net
|
$
|
157.7
|
|
|
$
|
143.1
|
|
Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain inventories are valued using the last-in, first-out (“LIFO”) method. These inventories were approximately 31% and 35% of total inventory at July 3, 2021 and December 31, 2020, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method.
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the six months ended July 3, 2021 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
|
|
|
Goodwill
Resulting from
Business
Combinations (1)
|
|
Impairments
|
|
|
|
Foreign
Currency
Translation
|
|
July 3,
2021
|
HVAC reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
$
|
492.2
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
(3.9)
|
|
|
$
|
488.3
|
|
Accumulated impairments
|
(340.6)
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
2.7
|
|
|
(337.9)
|
|
Goodwill
|
151.6
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
(1.2)
|
|
|
150.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detection and Measurement reportable segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
351.5
|
|
|
|
|
42.8
|
|
|
—
|
|
|
|
|
(0.3)
|
|
|
394.0
|
|
Accumulated impairments
|
(134.5)
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
(0.7)
|
|
|
(135.2)
|
|
Goodwill
|
217.0
|
|
|
|
|
42.8
|
|
|
—
|
|
|
|
|
(1.0)
|
|
|
258.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
Accumulated impairments
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
Goodwill
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross goodwill
|
843.7
|
|
|
|
|
42.8
|
|
|
—
|
|
|
|
|
(4.2)
|
|
|
882.3
|
|
Accumulated impairments
|
(475.1)
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
2.0
|
|
|
(473.1)
|
|
Goodwill
|
$
|
368.6
|
|
|
|
|
$
|
42.8
|
|
|
$
|
—
|
|
|
|
|
$
|
(2.2)
|
|
|
$
|
409.2
|
|
___________________________
(1)Reflects (i) goodwill acquired with the Sealite acquisition of $39.6, (ii) an increase in ULC's goodwill during 2021 of $0.8 resulting from revisions to the valuation of certain assets and liabilities, and (iii) an increase in Sensors & Software's goodwill of $2.4 resulting from revisions to the valuation of certain assets and income tax accounts. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the Sealite, ULC and Sensors & Software acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
Other Intangibles, Net
Identifiable intangible assets at July 3, 2021 and December 31, 2020 comprised the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2021
|
|
December 31, 2020
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
Intangible assets with determinable lives (1):
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
$
|
115.2
|
|
|
$
|
(21.0)
|
|
|
$
|
94.2
|
|
|
$
|
103.4
|
|
|
$
|
(16.2)
|
|
|
$
|
87.2
|
|
Technology
|
60.7
|
|
|
(9.2)
|
|
|
51.5
|
|
|
54.4
|
|
|
(6.8)
|
|
|
47.6
|
|
Patents
|
4.5
|
|
|
(4.5)
|
|
|
—
|
|
|
4.5
|
|
|
(4.5)
|
|
|
—
|
|
Other
|
20.9
|
|
|
(15.8)
|
|
|
5.1
|
|
|
18.8
|
|
|
(12.5)
|
|
|
6.3
|
|
|
201.3
|
|
|
(50.5)
|
|
|
150.8
|
|
|
181.1
|
|
|
(40.0)
|
|
|
141.1
|
|
Trademarks with indefinite lives (2)
|
175.0
|
|
|
—
|
|
|
175.0
|
|
|
163.9
|
|
|
—
|
|
|
163.9
|
|
Total
|
$
|
376.3
|
|
|
$
|
(50.5)
|
|
|
$
|
325.8
|
|
|
$
|
345.0
|
|
|
$
|
(40.0)
|
|
|
$
|
305.0
|
|
___________________________
(1)The identifiable intangible assets associated with the Sealite acquisition consist of customer backlog of $1.9, customer relationships of $12.1 and technology of $6.6.
(2)Changes during the six months ended July 3, 2021 related primarily to the acquisition of Sealite trademarks of $11.6.
In connection with the acquisition of Sealite, which has definite-lived intangibles as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $20.0 for the full year 2021, and $17.0 for 2022 and each of the four years thereafter.
At July 3, 2021, the net carrying value of intangible assets with determinable lives consisted of $23.1 in the HVAC reportable segment and $127.7 in the Detection and Measurement reportable segment. At July 3, 2021, trademarks with indefinite lives consisted of $105.6 in the HVAC reportable segment and $69.4 in the Detection and Measurement reportable segment.
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. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.
Based on our annual goodwill impairment testing during the fourth quarter of 2020, we concluded that the estimated fair value of each of our reporting units, exclusive of Cues, Inc. (“Cues”), Patterson-Kelley, LLC (“Patterson-Kelley”) and ULC, exceeded the carrying value of their respective net assets by over 75%. The estimated fair values of Cues and Patterson-Kelley exceeded the carrying value of their respective net assets by approximately 12% and 3%, while given the recent acquisition of ULC, its fair value approximated the carrying value of its net assets. The total goodwill for Cues, Patterson-Kelley and ULC was $47.9, $14.2 and $38.4, respectively, as of July 3, 2021. A change in assumptions used in valuing Cues, Patterson-Kelley, or ULC (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in these reporting units estimated fair value being less than the respective carrying value of their net assets. If any of these reporting units is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its 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 (fair value based on unobservable inputs - Level 3, as defined in Note 17). The primary 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.
As indicated in Note 1, the COVID-19 pandemic could have an adverse impact on our future operating results. As of July 3, 2021, there are no indications that the carrying value of our goodwill and other intangible assets may not be recoverable. However, a prolonged adverse impact of the COVID-19 pandemic on our future operating results may require an impairment charge related to one or more of these assets in a future period.
(10) WARRANTY
The following is an analysis of our product warranty accrual for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
Balance at beginning of year
|
$
|
35.3
|
|
|
$
|
31.8
|
|
Acquisitions
|
—
|
|
|
1.4
|
|
Provisions
|
5.5
|
|
|
4.5
|
|
Usage
|
(5.2)
|
|
|
(5.6)
|
|
Currency translation adjustment
|
—
|
|
|
0.1
|
|
Balance at end of period
|
35.6
|
|
|
32.2
|
|
Less: Current portion of warranty
|
11.7
|
|
|
11.8
|
|
Non-current portion of warranty
|
$
|
23.9
|
|
|
$
|
20.4
|
|
(11) EMPLOYEE BENEFIT PLANS
Net periodic benefit (income) expense for our pension and postretirement plans include the following components:
Domestic Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
2.1
|
|
|
2.7
|
|
|
4.2
|
|
|
5.4
|
|
Expected return on plan assets
|
(2.2)
|
|
|
(2.4)
|
|
|
(4.4)
|
|
|
(4.8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension benefit (income) expense
|
$
|
(0.1)
|
|
|
$
|
0.3
|
|
|
$
|
(0.2)
|
|
|
$
|
0.6
|
|
Foreign Pension Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
0.8
|
|
|
1.0
|
|
|
1.6
|
|
|
2.0
|
|
Expected return on plan assets
|
(1.4)
|
|
|
(1.5)
|
|
|
(2.8)
|
|
|
(3.0)
|
|
|
|
|
|
|
|
|
|
Net periodic pension benefit income
|
$
|
(0.6)
|
|
|
$
|
(0.5)
|
|
|
$
|
(1.2)
|
|
|
$
|
(1.0)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
0.3
|
|
|
0.4
|
|
|
0.6
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
Amortization of unrecognized prior service credits
|
(1.2)
|
|
|
(1.2)
|
|
|
(2.4)
|
|
|
(2.4)
|
|
Net periodic postretirement benefit income
|
$
|
(0.9)
|
|
|
$
|
(0.8)
|
|
|
$
|
(1.8)
|
|
|
$
|
(1.6)
|
|
(12) INDEBTEDNESS
The following summarizes our debt activity (both current and non-current) for the six months ended July 3, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2020
|
|
Borrowings
|
|
Repayments
|
|
Other(5)
|
|
July 3,
2021
|
Revolving loans (1)
|
$
|
129.8
|
|
|
$
|
102.0
|
|
|
$
|
(91.8)
|
|
|
$
|
—
|
|
|
$
|
140.0
|
|
Term loan(2)
|
248.6
|
|
|
—
|
|
|
(3.1)
|
|
|
0.2
|
|
|
245.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables financing arrangement(3)
|
28.0
|
|
|
132.0
|
|
|
(134.0)
|
|
|
—
|
|
|
26.0
|
|
Other indebtedness(4)
|
6.0
|
|
|
0.5
|
|
|
(0.5)
|
|
|
(1.0)
|
|
|
5.0
|
|
Total debt
|
412.4
|
|
|
$
|
234.5
|
|
|
$
|
(229.4)
|
|
|
$
|
(0.8)
|
|
|
416.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: short-term debt
|
101.2
|
|
|
|
|
|
|
|
|
168.3
|
|
Less: current maturities of long-term debt
|
7.2
|
|
|
|
|
|
|
|
|
10.4
|
|
Total long-term debt
|
$
|
304.0
|
|
|
|
|
|
|
|
|
$
|
238.0
|
|
___________________________
(1)While not due for repayment until December 2024 under the terms of our senior credit agreement, we have classified within current liabilities the portion of the outstanding balance that we believe will be repaid over the next year, with such amount based on an estimate of cash that is expected to be generated over such period, including proceeds from the expected sale of Transformer Solutions in the fourth quarter of 2021.
(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 $1.2 and $1.4 at July 3, 2021 and December 31, 2020, respectively.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $50.0, as available. At July 3, 2021, we had $24.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $26.0. 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 $2.3 and $1.7 and finance lease obligations of $2.7 and $2.6 at July 3, 2021 and December 31, 2020, 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, and the impact of amortization of debt issuance costs associated with the term loan.
Senior Credit Facilities
A detailed description of our senior credit facilities is included in our 2020 Annual Report on Form 10-K.
On May 24, 2021 we elected to reduce our participating foreign credit instrument facility and bilateral foreign credit instrument facility, available for performance letters of credit and guarantees, by an aggregate amount of $20.0 and $25.0, respectively. The facility reduction resulted in a write-off of deferred finance costs of $0.2, recorded to “Interest expense” in the condensed consolidated statement of operations for the three and six months ended July 3, 2021.
At July 3, 2021, we had $297.8 of available borrowing capacity under our revolving credit facilities after giving effect to borrowings under the domestic revolving loan facility of $140.0 and $12.2 reserved for domestic letters of credit. In addition, at July 3, 2021, we had $28.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $26.2 reserved for outstanding letters of credit.
The weighted-average interest rate of outstanding borrowings under our senior credit agreement was approximately 1.5% at July 3, 2021.
At July 3, 2021, we were in compliance with all covenants of our senior credit agreement.
(13) DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps
We previously maintained interest rate swap agreements that matured in March 2021 and effectively converted borrowings under our senior credit facilities to a fixed rate of 2.535%, plus the applicable margin.
In February 2020, and as a result of a December 2019 amendment that extended the maturity date of our senior credit facilities to December 17, 2024, we entered into additional interest swap agreements (“Swaps”). The Swaps have a notional amount of $246.9, cover the period from March 2021 to November 2024, and effectively convert borrowings under our senior credit facilities to a fixed rate of 1.061%, plus the applicable margin.
We have designated and are accounting for our interest rate swap agreements as cash flow hedges. As of July 3, 2021 and December 31, 2020, the unrealized loss, net of tax, recorded in AOCI was $2.5 and $5.9, respectively. In addition, as of July 3, 2021, the fair value of our interest rate swap agreements totaled $3.3, with $2.4 recorded as a current liability and the remainder in long-term liabilities, and $7.8 at December 31, 2020 (with $1.4 recorded as a current liability and the remainder in long-term liabilities). Changes in fair value of our interest rate swap agreements 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 (“GBP”), 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 $22.8 and $6.3 outstanding as of July 3, 2021 and December 31, 2020, respectively, with all of the $22.8 scheduled to mature within one year.
Commodity Contracts
From time to time, we enter into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials. At July 3, 2021 and December 31, 2020, the outstanding notional amount of commodity contracts, which relate solely to Transformer Solutions, were 3.0 and 3.2 pounds of copper, respectively. We designate and account for these contracts as cash flow hedges and, to the extent the commodity contracts are effective in offsetting the variability of the forecasted purchases, the change in fair value is included in AOCI. We reclassify amounts associated with our commodity contracts out of AOCI when the forecasted transaction impacts earnings. As of July 3, 2021 and December 31, 2020, the fair value of these contracts were current assets of $0.6 and $2.4, respectively. Since these commodity contracts relate to our Transformer Solutions business, the amounts have been recorded within assets of discontinued operations in the accompanying condensed consolidated balance sheets. The unrealized gains, net of taxes, recorded in AOCI were $0.5 and $1.5 as of July 3, 2021 and December 31, 2020, respectively.
(14) EQUITY AND LONG-TERM INCENTIVE COMPENSATION
Income Per Share
The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Six months ended
|
|
July 3,
2021
|
|
June 27,
2020
|
|
July 3,
2021
|
|
June 27,
2020
|
Weighted-average number of common shares used in basic income per share
|
45.271
|
|
|
44.590
|
|
|
45.201
|
|
|
44.452
|
|
Dilutive securities — Employee stock options and restricted stock units
|
1.274
|
|
|
1.058
|
|
|
1.207
|
|
|
1.168
|
|
Weighted-average number of common shares and dilutive securities used in diluted income per share
|
46.545
|
|
|
45.648
|
|
|
46.408
|
|
|
45.620
|
|
The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.307 and 0.652, respectively, for the three months ended July 3, 2021, and 0.269 and 0.632, respectively, for the six months ended July 3, 2021.
The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.409 and 0.944, respectively, for the three months ended June 27, 2020, and 0.345 and 0.803, respectively, for the six months ended June 27, 2020.
Long-Term Incentive Compensation
Long-term incentive compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2021 is included in our 2020 Annual Report on Form 10-K.
Awards granted on March 1, 2021 to executive officers and other members of senior management were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units (“RSU’s”), while other eligible employees were granted PSU’s and RSU’s. The PSU’s are eligible to vest at the end of a three-year 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. Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant.
Effective May 11, 2021, we granted 0.017 RSU's to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2022.
Compensation expense within income from continuing operations related to long-term incentive awards totaled $3.3 and $3.1 for the three months ended July 3, 2021 and June 27, 2020 and $6.1 and $6.4 for the six months ended July 3, 2021 and June 27, 2020, respectively. The related tax benefit was $0.6 and $0.8 for the three months ended July 3, 2021 and June 27, 2020 and $1.0 and $1.6 for the six months ended July 3, 2021 and June 27, 2020, respectively.
Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended July 3, 2021 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 beginning of period
|
$
|
239.2
|
|
|
$
|
(1.4)
|
|
|
$
|
13.4
|
|
|
$
|
251.2
|
|
Other comprehensive income before reclassifications
|
0.9
|
|
|
0.2
|
|
|
—
|
|
|
1.1
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(0.8)
|
|
|
(0.9)
|
|
|
(1.7)
|
|
Current-period other comprehensive income (loss)
|
0.9
|
|
|
(0.6)
|
|
|
(0.9)
|
|
|
(0.6)
|
|
Balance at end of period
|
$
|
240.1
|
|
|
$
|
(2.0)
|
|
|
$
|
12.5
|
|
|
$
|
250.6
|
|
__________________________
(1)Net of tax benefit of $0.7 and $0.4 as of July 3, 2021 and April 3, 2021, respectively.
(2)Net of tax provision of $4.3 and $4.6 as of July 3, 2021 and April 3, 2021, respectively. The balances as of July 3, 2021 and April 3, 2021 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the six months ended July 3, 2021 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 beginning of period
|
$
|
238.6
|
|
|
$
|
(4.4)
|
|
|
$
|
14.3
|
|
|
$
|
248.5
|
|
Other comprehensive income before reclassifications
|
1.5
|
|
|
3.5
|
|
|
—
|
|
|
5.0
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.1)
|
|
|
(1.8)
|
|
|
(2.9)
|
|
Current-period other comprehensive income (loss)
|
1.5
|
|
|
2.4
|
|
|
(1.8)
|
|
|
2.1
|
|
Balance at end of period
|
$
|
240.1
|
|
|
$
|
(2.0)
|
|
|
$
|
12.5
|
|
|
$
|
250.6
|
|
__________________________
(1)Net of tax benefit of $0.7 and $1.4 as of July 3, 2021 and December 31, 2020, respectively.
(2)Net of tax provision of $4.3 and $4.9 as of July 3, 2021 and December 31, 2020, respectively. The balances as of July 3, 2021 and December 31, 2020 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended June 27, 2020 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 beginning of period
|
$
|
222.3
|
|
|
$
|
(8.0)
|
|
|
$
|
17.1
|
|
|
$
|
231.4
|
|
Other comprehensive income (loss) before reclassifications
|
4.9
|
|
|
(1.4)
|
|
|
(0.1)
|
|
|
3.4
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1.4
|
|
|
(0.9)
|
|
|
0.5
|
|
Current-period other comprehensive income (loss)
|
4.9
|
|
|
—
|
|
|
(1.0)
|
|
|
3.9
|
|
Balance at end of period
|
$
|
227.2
|
|
|
$
|
(8.0)
|
|
|
$
|
16.1
|
|
|
$
|
235.3
|
|
__________________________
(1)Net of tax benefit of $2.6 and $2.7 as of June 27, 2020 and March 28, 2020, respectively.
(2)Net of tax provision of $5.5 and $5.8 as of June 27, 2020 and March 28, 2020, respectively. The balances as of June 27, 2020 and March 28, 2020 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the six months ended June 27, 2020 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 beginning of period
|
$
|
228.0
|
|
|
$
|
(1.6)
|
|
|
$
|
17.9
|
|
|
$
|
244.3
|
|
Other comprehensive loss before reclassifications
|
(0.8)
|
|
|
(8.2)
|
|
|
—
|
|
|
(9.0)
|
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
1.8
|
|
|
(1.8)
|
|
|
—
|
|
Current-period other comprehensive loss
|
(0.8)
|
|
|
(6.4)
|
|
|
(1.8)
|
|
|
(9.0)
|
|
Balance at end of period
|
$
|
227.2
|
|
|
$
|
(8.0)
|
|
|
$
|
16.1
|
|
|
$
|
235.3
|
|
__________________________
(1)Net of tax benefit of $2.6 and $0.5 as of June 27, 2020 and December 31, 2019, respectively.
(2)Net of tax provision of $5.5 and $6.1 as of June 27, 2020 and December 31, 2019, respectively. The balances as of June 27, 2020 and December 31, 2019 include unamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated comprehensive income for the three months ended July 3, 2021 and June 27, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Reclassified from AOCI
|
|
|
|
Three months ended
|
|
|
|
July 3, 2021
|
|
June 27, 2020
|
|
Affected Line Item in the Condensed
Consolidated Statements of Operations
|
(Gains) losses on qualifying cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
(1.7)
|
|
|
$
|
0.6
|
|
|
Income from discontinued operations, net of tax
|
Swaps
|
0.6
|
|
|
1.3
|
|
|
Interest expense
|
Pre-tax
|
(1.1)
|
|
|
1.9
|
|
|
|
Income taxes
|
0.3
|
|
|
(0.5)
|
|
|
|
|
$
|
(0.8)
|
|
|
$
|
1.4
|
|
|
|
|
|
|
|
|
|
Gains on pension and postretirement items:
|
|
|
|
|
|
Amortization of unrecognized prior service credits - Pre-tax
|
$
|
(1.2)
|
|
|
$
|
(1.2)
|
|
|
Other income, net
|
Income taxes
|
0.3
|
|
|
0.3
|
|
|
|
|
$
|
(0.9)
|
|
|
$
|
(0.9)
|
|
|
|
The following summarizes amounts reclassified from each component of accumulated comprehensive income for the six months ended July 3, 2021 and June 27, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount Reclassified from AOCI
|
|
|
|
Six months ended
|
|
|
|
July 3, 2021
|
|
June 27, 2020
|
|
Affected Line Item in the Condensed
Consolidated Statements of Operations
|
(Gains) losses on qualifying cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
Commodity contracts
|
$
|
(3.5)
|
|
|
$
|
0.6
|
|
|
Income from discontinued operations, net of tax
|
Swaps
|
2.0
|
|
|
1.8
|
|
|
Interest expense
|
Pre-tax
|
(1.5)
|
|
|
2.4
|
|
|
|
Income taxes
|
0.4
|
|
|
(0.6)
|
|
|
|
|
$
|
(1.1)
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
|
Gains on pension and postretirement items:
|
|
|
|
|
|
Amortization of unrecognized prior service credits - Pre-tax
|
$
|
(2.4)
|
|
|
$
|
(2.4)
|
|
|
Other income, net
|
Income taxes
|
0.6
|
|
|
0.6
|
|
|
|
|
$
|
(1.8)
|
|
|
$
|
(1.8)
|
|
|
|
|
|
|
|
|
|
(15) CONTINGENT LIABILITIES AND OTHER MATTERS
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 $551.1 and $575.7 at July 3, 2021 and December 31, 2020, respectively. Of these amounts, $477.1 and $499.8 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at July 3, 2021 and December 31, 2020, respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience. 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. Our recorded assets and liabilities related to asbestos-related claims were as follows at July 3, 2021 and December 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
July 3, 2021
|
|
December 31, 2020
|
Insurance recovery assets (1)
|
$
|
478.7
|
|
|
$
|
496.4
|
|
Liabilities for claims (2)
|
512.7
|
|
535.2
|
|
__________________________
(1)Of these amounts, $428.7 and $446.4 are included in "Other assets" at July 3, 2021 and December 31, 2020, respectively, while the remainder is included in “Other current assets.”
(2)Of these amounts, $458.1 and $479.9 are included in “Other long-term liabilities" at July 3, 2021 and December 31, 2020, respectively, while the remainder is included in “Accrued expenses.”
The liabilities we record for asbestos-related claims are based on a number of assumptions. In estimating our liabilities for asbestos-related claims, we consider, among other things, the following:
• The number of pending claims by disease type and jurisdiction.
• Historical information by disease type and jurisdiction with regard to:
◦ Average number of claims settled with payment (versus dismissed without payment); and
◦ Average claim settlement amounts.
• The period over which we can reasonably project asbestos-related claims (currently projecting through 2057).
The following table presents information regarding activity for the asbestos-related claims for the six months ended July 3, 2021 and June 27, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
|
|
Six months ended
|
|
July 3, 2021
|
|
June 27, 2020
|
Pending claims, beginning of period
|
9,782
|
|
11,079
|
Claims filed
|
1,253
|
|
1,060
|
Claims resolved
|
(1,104)
|
|
(1,880)
|
Pending claims, end of period
|
9,931
|
|
10,259
|
The assets we record for asbestos-related claims represent amounts that we believe we are or will be entitled to recover under agreements we have with insurance companies. The amount of these assets 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 six months ended July 3, 2021 and June 27, 2020, our payments for asbestos-related claims, net of respective insurance recoveries of $15.3 and $16.3, were $8.1 and $11.8, 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.
During the three months and six months ended July 3, 2021, we recorded a charge of $2.7 related to revisions of recorded assets for asbestos-related claims. There were no other changes in estimates associated with our assets and liabilities related to our asbestos product liability matters during the three and six months ended July 3, 2021, nor were there any such changes during the three and six months ended June 27, 2020.
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 Heavy Industries Power—ZAF, or “MHI.”
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 asserted claims against MHI of approximately South African Rand 1,100.0 (or $76.9). As DBT prepares these claims for dispute resolution processes, the amounts, along with the characterization, of the claims could change. Of these claims, South African Rand 534.2 (or $37.4), which is inclusive of the amounts awarded in the adjudications referred to below, are currently proceeding through contractual dispute resolution processes and DBT is likely to initiate additional dispute resolution processes in 2021. DBT is also pursuing several claims to force MHI to abide by its contractual obligations and provide DBT with certain benefits that MHI may have received from its customer on the projects. In addition to existing asserted claims, DBT believes it has additional claims and rights to recovery based on its performance under the contracts with, and actions taken by, MHI. DBT is continuing to evaluate the claims and the amounts owed to it under the contracts based on MHI's failure to comply with its contractual obligations. The amounts DBT may recover for current and potential future claims against MHI are not currently known given (i) the extent of current and potential future claims by MHI 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 condensed consolidated financial statements with respect to current or potential future claims against MHI.
On July 23, 2020, a dispute adjudication panel issued a ruling in favor of DBT on certain matters related to the Kusile and Medupi projects. The panel (i) ruled that DBT had achieved takeover on 9 of the units; (ii) ordered MHI to return $2.3 of bonds (which have been subsequently returned by MHI); (iii) ruled that DBT is entitled to the return of an additional $4.8 of bonds upon the completion of certain administrative milestones; (iv) ordered MHI to pay South African Rand 18.4 (or $1.1 at the time of the ruling) in incentive payments for work performed by DBT (which MHI has subsequently paid); and (v) ruled that MHI waived its rights to assert delay damages against DBT on one of the units of the Kusile project. The ruling is subject to MHI’s rights to seek further arbitration in the matter, as provided in the contracts. As such, the incentive payments noted above have not been recorded in our condensed consolidated statements of operations.
On February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT related to costs incurred in connection with delays on two units of the Kusile project. In connection with the ruling, MHI paid DBT South African Rand 126.6 (or $8.6 at the time of payment). This ruling is subject to MHI’s rights to seek further arbitration in the matter and, thus, the amount awarded has not been reflected in our condensed consolidated statement of operations for the six months ended July 3, 2021. On July 5, 2021, DBT received notice from MHI of its intent to seek final and binding arbitration in this matter.
On April 28, 2021, a dispute adjudication panel issued a ruling in favor of DBT related to costs incurred in connection with delays on two units of the Medupi project. In connection with the ruling, MHI paid DBT South African Rand 82.0 (or $6.0 at the time of payment). This ruling is subject to MHI’s rights to seek further arbitration in the matter and, thus, the amount awarded has not been reflected in our condensed consolidated financial statements of operations for the three and six months ended July 3, 2021.
Claims by MHI - On February 26, 2019, DBT received notification of an interim claim consisting of both direct and consequential damages from MHI alleging, among other things, that DBT (i) provided defective product and (ii) failed to meet certain project milestones. In September 2020, MHI made a demand on certain bonds issued in its favor by DBT, based solely on these alleged defects, but without further substantiation or other justification (see further discussion below). On December 30, 2020, MHI notified DBT of its intent to take these claims to binding arbitration. On June 4, 2021, in connection with the arbitration, DBT received a revised version of the claim. Similar to the interim claim, we believe the vast majority of the damages summarized in the revised claim are unsubstantiated and, thus, any loss for the majority of these claims is considered remote. For the remainder of the claims in both the interim notification and the revised version, which largely appear to be direct in nature (approximately South African Rand 950.0 or $66.4), 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 condensed consolidated financial statements with respect to these claims. DBT intends to vigorously defend itself against 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 MHI for these claims; (ii) complexity of contractual relationships between the end customer, MHI, and DBT; (iii) legal interpretation of the contract provisions and application of South African 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 $28.5) from MHI 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 condensed 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.
MHI has made other claims against DBT totaling South African Rand 176.2 (or $12.3). 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 condensed consolidated financial statements with respect to these claims.
Bonds Issued in Favor of MHI - We are obligated with respect to bonds issued by banks in favor of MHI. In September of 2020, MHI made a demand, and received payment of South African Rand 239.6 (or $14.3 at the time of payment), on certain of these bonds. In May 2021, MHI made an additional demand, and received payment of South African Rand 178.7 (or $12.5 at the time of payment), on certain of the remaining bonds at such time. In both cases, we funded the payment as required under the terms of the bonds and our senior credit agreement. In its demands, MHI purported that DBT failed to carry out its obligations to rectify certain alleged product defects and that DBT failed to meet certain project milestones. DBT denies liability for such allegations and, thus, fully intends to seek, and believes it is legally entitled to, reimbursement of the South African Rand 418.3 (or $29.3) that has been paid. However, given the extent and complexities of the claims between DBT and MHI, reimbursement of the South African Rand 418.3 (or $29.3) is unlikely to occur over the next twelve months. As such, we have reflected the South African Rand 418.3 (or $29.3) as a non-current asset within our condensed consolidated balance sheet as of July 3, 2021.
The remaining bond of $2.0 issued to MHI as a performance guarantee could be exercised by MHI for an alleged breach of DBT's obligation. In the event that MHI were to receive payment on a portion, or all, of the remaining bond, we would be required to reimburse the respective issuing bank.
In addition to this bond, SPX Corporation has guaranteed DBT’s performance on these projects to the prime contractors, including MHI.
Claim against Surety - On February 5, 2021, DBT received payment of $6.7 on bonds issued in support of performance by one of DBT's sub-contractors. The sub-contractor maintains a right to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statement of operations for the six months ended July 3, 2021.
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 assure you 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 July 3, 2021, we had liabilities for site investigation and/or remediation at 25 sites (25 sites at December 31, 2020) that we own or control, or formerly owned and controlled. 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 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 the revision 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 July 3, 2021, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 11 sites at which the liability has not been settled, of which 9 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 condensed 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 are 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. The insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposure.
(16) INCOME AND OTHER TAXES
Uncertain Tax Benefits
As of July 3, 2021, we had gross unrecognized tax benefits of $7.3 (net unrecognized tax benefits of $6.4). All of these net unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of July 3, 2021, gross accrued interest totaled $3.0 (net accrued interest of $2.4). As of July 3, 2021, 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 up to $5.0. The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various state matters.
Other Tax Matters
For the three months ended July 3, 2021, we recorded an income tax provision of $2.0 on $16.7 of pre-tax income from continuing operations, resulting in an effective rate of 12.0%. This compares to an income tax provision for the three months ended June 27, 2020 of $3.0 on $18.2 of pre-tax income from continuing operations, resulting in an effective rate of 16.5%. The most significant item impacting the income tax provision for the second quarter of 2021 was a benefit of $2.2 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims. The most significant items impacting the income tax provision for the second quarter of 2020 were (i) $0.5 of tax benefits associated with statute expirations in certain jurisdictions and (ii) $0.3 of excess tax benefits resulting from stock option awards that were exercised during the period.
For the six months ended July 3, 2021, we recorded an income tax provision of $6.1 on $39.8 of pre-tax income from continuing operations, resulting in an effective rate of 15.3%. This compares to an income tax provision for the six months ended June 27, 2020 of $5.3 on $30.0 of pre-tax income from continuing operations, resulting in an effective rate of 17.7%. The most significant items impacting the income tax provision for the first half of 2021 were (i) a benefit of $2.2 noted above recorded during the second quarter of 2021 and (ii) $1.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period. The most significant items impacting the income tax provision for the first half of 2020 were (i) $1.5 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period and (ii) the $0.5 of tax benefits associated with the statute expirations noted above.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain 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 condensed 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”) concluded its audit of our 2013, 2014, 2015, 2016 and 2017 federal income tax returns. In connection with such, we recorded a tax benefit of $2.2 during the three months ended July 3, 2021 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims.
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 is 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 impact 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.
(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 or nonrecurring 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 2016 sale of Balcke Dürr, existing parent company guarantees and bank surety bonds, which totaled approximately Euro 79.0 and Euro 79.0, respectively, remained in place at the time of sale. These guarantees and bonds provided 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 related to lease obligations and foreign tax matters in existence at the time of sale. Balcke Dürr and the acquirer of Balcke Dürr provided us an indemnity in the event that any of the bonds were called or payments were made under the guarantees. Also, at the time of sale, Balcke Dürr provided cash collateral of Euro 4.0 and the parent company of the buyer provided a guarantee of Euro 5.0 as a security for the above indemnifications (Euro 0.0 and Euro 1.0, respectively, at July 3, 2021). In connection with the sale, we recorded a liability for the estimated fair value of the guarantees and bonds and an asset for the estimated fair value of the cash collateral and indemnities provided. Since the sale of Balcke Dürr, the guarantees expired and bonds have been periodically returned. As of July 3, 2021, all remaining bonds have been returned. Summarized below are changes in the liability and asset during the six months ended July 3, 2021 and June 27, 2020.
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Six months ended
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July 3, 2021
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June 27, 2020
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Guarantees and Bonds Liability (1)
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Indemnification Assets (1)
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Guarantees and Bonds Liability (1)
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Indemnification Assets (1)
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Balance at beginning of year
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$
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1.8
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$
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—
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$
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2.0
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$
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0.3
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Reduction/Amortization for the period (2)
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(1.7)
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—
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(0.3)
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(0.1)
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Impact of changes in foreign currency rates
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(0.1)
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—
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0.1
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—
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Balance at end of period
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$
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—
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$
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—
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$
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1.8
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$
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0.2
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___________________________
(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 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 reduced the liability generally at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds. We amortized the asset based on the expiration terms of each of the securities. We recorded the reduction of the liability and the amortization of the asset to “Other income, net.”
Contingent Consideration for ULC and Sensors & Software Acquisitions - In connection with the acquisition of ULC and Sensors & Software, the respective sellers are eligible for additional cash consideration of up to $45.0 and $4.0, respectively, with payment of such contingent consideration dependent upon the achievement of certain milestones. The estimated fair value of such contingent consideration is $24.3 and $0.7, respectively, with such amounts reflected as liabilities within our condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020. We estimated the fair value of the contingent consideration for these acquisitions based on the probability of ULC and Sensors & Software achieving these milestones.
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.
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 July 3, 2021, there has 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 senior credit facilities. Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security — We estimate the fair value of an equity security that we hold utilizing a practical expedient under existing 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. During the three and six months ended July 3, 2021 and June 27, 2020, we recorded a gain of $2.2 and $5.3, respectively and $7.4 and $5.3, respectively, to “Other income, net” to reflect an increase in the estimated fair value of the equity security. As of July 3, 2021 and December 31, 2020, the equity security had an estimated fair value of $34.4 and $27.0, respectively.
Indebtedness and Other — The estimated fair value of our debt instruments as of July 3, 2021 and December 31, 2020 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. See Note 12 for further details.
(18) SUBSEQUENT EVENT
On August 2, 2021, we completed the acquisition of Enterprise Control Systems Ltd (“ECS”). ECS is a leader in the design and manufacture of highly-engineered tactical datalinks and radio frequency (“RF”) countermeasures, including counter-drone and counter-IED RF jammers. We purchased ECS for net cash proceeds of GBP 27.5 (or $38.2 at the time of payment). Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to GBP 12.5, with payment to occur in 2022 upon successful achievement of certain financial performance milestones. The post-acquisition results of ECS will be reflected within our Detection and Measurement reportable segment.