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 Technologies, Inc. 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 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 VIE's are immaterial, individually and in aggregate, to our condensed consolidated financial statements.
Merger and Consummation of Holding Company Reorganization
As reported in the Form 8-K of SPX Technologies, Inc. (the “Company”) filed on August 15, 2022, the Company is the successor registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, to SPX Corporation (“Legacy SPX”) as a result of the completion on August 15, 2022 of a holding company reorganization (“Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company. Each share of the Company’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Holding Company Reorganization was automatically converted into an equivalent corresponding share of Company common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX common stock being converted. Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company.
Sale of Transformer Solutions Business
On October 1, 2021, we completed the sale of SPX Transformer Solutions, Inc. (“Transformer Solutions”) pursuant to the terms of the Stock Purchase Agreement dated June 8, 2021 with GE-Prolec Transformers, Inc. (the “Purchaser”) and Prolec GE Internacional, S. de R.L. de C.V. for an aggregate cash purchase price of $645.0 with net proceeds of $620.6 received in the third quarter of 2021. During the first quarter of 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $13.9 with an increase to the gain on sale of $0.2. Historically, Transformer Solutions’ operations had a significant impact on our consolidated financial results, with revenues totaling approximately 25% of our total consolidated revenues. As we no longer have a consequential presence in the power transmission and distribution markets, and given Transformer Solutions' significance to our historical consolidated financial results, we concluded that the sale of Transformer Solutions represented 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.
Wind-Down of DBT Technologies Business
During the fourth quarter of 2021, we substantially ceased all operations of DBT Technologies (PTY) LTD (“DBT”). As a result, we are reporting DBT as a discontinued operation in the accompanying condensed consolidated financial statements. DBT continues to be involved in various dispute resolution matters related to two large power projects. See Note 3 for additional details regarding DBT's presentation as a discontinued operation and Note 15 regarding the dispute resolution matters.
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 was 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. At the time of the acquisition, we recorded a liability of $24.3, which represented the estimated fair value of the contingent consideration. During the third quarter of 2021, we concluded that the operational and financial milestones noted above would not be achieved. As a result, we reversed the liability of $24.3 during the quarter, with the offset recorded to “Other operating (income) expense, net.” We also recorded an impairment charge to “Impairment of goodwill and intangible assets” of $24.3 during the quarter (See Note 9 for further discussion of this matter). The post-acquisition operating results of ULC 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 consideration of $80.3, net of cash acquired of $2.3, which included a final settlement of working capital that resulted in a reduction of the purchase price of $1.3 in the third quarter of 2021. The post acquisition operating results of Sealite are reflected within our Detection and Measurement reportable segment.
Acquisition of ECS
On August 2, 2021, we completed the acquisition of Enterprise Control Systems Ltd (“ECS”), 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 cash consideration of $39.4, net of cash acquired of $5.1. Under the terms of the purchase and sales agreement, the seller was eligible for additional cash consideration of up to $13.5, with payment to be made in the fourth quarter of 2022 upon successful achievement of certain financial performance milestones. At the time of the acquisition, we recorded a liability of $8.2, which represented the estimated fair value of the contingent consideration. During the fourth quarter of 2021, we concluded that the probability of achieving the above financial performance milestones had lessened due to a delay in the execution of certain large orders, resulting in a reduction of the estimated liability of $6.7. During the first and second quarters of 2022, we further reduced the estimated liability by $0.9 and $0.4, respectively, with such amounts recorded within “Other operating (income) expense, net.” The estimated fair value of such contingent consideration, which we have reflected as a liability in our condensed consolidated balance sheets, was $0.0 and $1.5 at October 1, 2022 and December 31, 2021, respectively. The post acquisition operating results of ECS are reflected within our Detection and Measurement reportable segment.
Acquisition of Cincinnati Fan
On December 15, 2021, we completed the acquisition of Cincinnati Fan & Ventilator Co., Inc. (“Cincinnati Fan”), a leader in engineered air movement solutions, including blowers and critical exhaust systems. We purchased Cincinnati Fan for cash consideration of $145.2, net of cash acquired of $2.5. During the second quarter of 2022, we agreed to a final adjustment to the purchase price, related to acquired working capital, resulting in our receiving $0.4 during the second quarter. The post acquisition operating results of Cincinnati Fan are reflected within our HVAC reportable segment.
Acquisition of ITL
On March 31, 2022, we completed the acquisition of International Tower Lighting, LLC (“ITL”), a leader in the design and manufacture of highly-engineered Aids-to-Navigation systems, including obstruction lighting for telecommunications towers, wind turbines and numerous other terrestrial obstructions. We purchased ITL for cash consideration of $41.8, net of cash acquired of $1.1. During the third quarter of 2022, we agreed to a final adjustment to the purchase price, related to acquired working capital, resulting in our receiving $1.4 during the quarter. The post acquisition operating results of ITL are reflected within our Detection and Measurement reportable segment.
The assets acquired and liabilities assumed in the Cincinnati Fan and ITL 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.
Change in Accounting Method
During the fourth quarter of 2021, as a means of harmonizing our accounting method for inventory across all of our businesses, we converted the inventory accounting for certain domestic businesses within our HVAC reportable segment from the last-in, first-out (“LIFO”) method to the first-in, first-out (“FIFO”) method. This change in accounting has been retrospectively applied to our condensed consolidated financial statements. See Note 8 for additional information.
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, 2021 (“our 2021 Annual Report on Form 10-K”). 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 2022 are April 2, July 2, and October 1, compared to the respective April 3, July 3 and October 2, 2021 dates. We had one less day in the first quarter of 2022 and will have one more day in the fourth quarter of 2022 than in the respective 2021 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the nine months ended October 1, 2022, when compared to the consolidated operating results for the 2021 respective period.
Reclassification of Prior-Year Amounts
Certain prior-year amounts have been reclassified to conform to the current-year presentation, including amounts related to the inclusion of DBT within discontinued operations and the change from the LIFO method of inventory accounting.
Correction of Prior-Year Classification
Subsequent to issuance of the December 31, 2021 financial statements, management concluded that the impairment charge of $24.3 related to our ULC business’ goodwill and intangible assets mentioned above should have been reported in a separate line item within operating income. These amounts, which were previously classified within “Other operating (income) expense, net,” have been reclassified to “Impairment of goodwill and intangible assets” for the three and nine months ended October 2, 2021. As a result of this correction, “Other operating (income) expense, net” for the three and nine months ended October 2, 2021 reflects income of $24.3 and $21.6, respectively, whereas the expense disclosed prior to reclassification for the three and nine months ended October 2, 2021 was $0.0 and $2.7, respectively. The reclassification for the year ended December 31, 2021 will also be reflected within our Annual Report on Form 10-K for the year ending December 31, 2022.
(2) NEW ACCOUNTING PRONOUNCEMENTS
The following is a summary of new accounting pronouncements that apply or may apply to our business.
The London Interbank Offered Rate (“LIBOR”) is scheduled to be discontinued on June 30, 2023. In an effort to address the various challenges created by such discontinuance, the Financial Accounting Standards Board (“FASB”) issued two amendments to existing guidance, Accounting Standards Update (“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. In conjunction with entering into an Amended and Restated Credit Agreement (the “Credit Agreement”) on August 12, 2022, we adopted this guidance with no material impact on our condensed consolidated financial statements. Refer to Note 12 for additional information on the Credit Agreement.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The impact of adopting this guidance on our condensed consolidated financial statements will depend on business combinations occurring on or after the effective date.
In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method. This ASU allows multiple hedged layers to be designated for a single closed portfolio of financial assets or one or more beneficial interests secured by a portfolio of financial instruments. This guidance applies to all entities that elect to apply the portfolio layer method of hedge accounting in accordance with Topic 815 and is effective for public entities for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. We do not believe the adoption of this guidance will have a material impact on our condensed consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326) - Troubled Debt Restructurings and Vintage Disclosures, which requires enhanced disclosure of certain loan refinancing and restructuring by creditors when a borrower is experiencing financial difficulty while eliminating certain current recognition and measurement accounting guidance. This guidance also requires the disclosure of current-period gross write-offs by year of origination for
financing receivables and net investments in leases. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and allows for early adoption in any interim period after issuance. We do not believe the adoption of this guidance will have a material impact on our condensed consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The guidance also requires the following disclosures for equity securities subject to contractual sale restrictions: 1) the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet; 2) the nature and remaining duration of the restriction(s); and 3) the circumstances that could cause a lapse in the restriction(s). The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, and allows for early adoption in any interim period after issuance. We do not believe the adoption of this guidance will have a material impact on our condensed consolidated financial statements.
(3) ACQUISITIONS AND DISCONTINUED OPERATIONS
As indicated in Note 1, on April 19, 2021, August 2, 2021, December 15, 2021, and March 31, 2022, we completed the acquisitions of Sealite, ECS, Cincinnati Fan, and ITL, respectively. The pro forma effects of these acquisitions are not material to our condensed consolidated results of operations.
Sale of Transformer Solutions Business
As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions for which we received net cash proceeds of $620.6, and recorded a gain of $355.0 in the third quarter of 2021. The results of Transformer Solutions are presented as a discontinued operation for all periods presented. Major line items constituting pre-tax income and after-tax income of Transformer Solutions for the three and nine months ended October 2, 2021 are shown below:
| | | | | | | | | | | |
| Three months ended | | Nine months ended |
| October 2, 2021 | | October 2, 2021 |
Revenues | $ | 94.4 | | | $ | 313.5 | |
Costs and expenses: | | | |
Cost of product sold | 80.5 | | | 257.2 | |
Selling, general and administrative | 10.3 | | | 28.4 | |
| | | |
| | | |
| | | |
| | | |
Income before income tax | 3.6 | | | 27.9 | |
Income tax provision | (33.8) | | | (6.8) | |
Income (loss) from discontinued operations, net of tax | $ | (30.2) | | | $ | 21.1 | |
Wind-Down of DBT Business
As discussed in Note 1, we completed the wind-down of our DBT business in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.
Major line items constituting pre-tax loss and after-tax loss of DBT for the three and nine months ended October 2, 2021 are shown below:
| | | | | | | | | | | | | | | | |
| | | | Three months ended | | Nine months ended |
| | | | October 2, 2021 | | October 2, 2021 |
Revenues | | | | $ | 0.1 | | | $ | 0.9 | |
Costs and expenses: | | | | | | |
Cost of product sold | | | | 0.5 | | | 1.4 | |
Selling, general and administrative | | | | 3.4 | | | 11.4 | |
Special charges | | | | 0.6 | | | 1.2 | |
Other expense, net | | | | 0.9 | | | 0.4 | |
Interest income | | | | 0.1 | | | 0.2 | |
| | | | | | |
Loss before income tax | | | | (5.2) | | | (13.3) | |
Income tax benefit | | | | 0.1 | | | 1.6 | |
Loss from discontinued operations, net of tax | | | | $ | (5.1) | | | $ | (11.7) | |
The assets and liabilities of DBT have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of October 1, 2022 and December 31, 2021. The major line items constituting DBT's assets and liabilities as of October 1, 2022 and December 31, 2021 are shown below:
| | | | | | | | | | | | | | |
| | October 1, 2022 | | December 31, 2021 |
ASSETS | | | | |
Cash and equivalents | | $ | 3.9 | | | $ | 7.8 | |
Accounts receivable, net | | 7.3 | | | 9.1 | |
Other current assets | | 6.2 | | | 7.0 | |
Property, plant and equipment: | | | | |
Buildings and leasehold improvements | | 0.2 | | | 0.2 | |
Machinery and equipment | | 1.2 | | | 1.5 | |
| | 1.4 | | | 1.7 | |
Accumulated depreciation | | (1.3) | | | (1.5) | |
Property, plant and equipment, net | | 0.1 | | | 0.2 | |
Other assets | | 23.4 | | | 27.6 | |
Total assets of DBT | | $ | 40.9 | | | $ | 51.7 | |
LIABILITIES | | | | |
Accounts payable | | $ | 1.3 | | | $ | 2.3 | |
Contract liabilities | | 3.3 | | | 5.6 | |
Accrued expenses | | 22.2 | | | 22.4 | |
Other long-term liabilities | | 4.4 | | | 4.9 | |
Total liabilities of DBT | | $ | 31.2 | | | $ | 35.2 | |
Wind-Down of the Heat Transfer Business
We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business 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 periods presented.
The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of October 1, 2022 and December 31, 2021. The major line items constituting Heat Transfer's assets and liabilities as of October 1, 2022 and December 31, 2021 are shown below:
| | | | | | | | | | | | | | |
| | October 1, 2022 | | December 31, 2021 |
ASSETS | | | | |
Accounts receivable, net | | $ | — | | | $ | 0.1 | |
Other current assets | | 0.2 | | | 0.2 | |
Other assets | | 0.1 | | | 0.2 | |
| | | | |
Total assets of Heat Transfer | | $ | 0.3 | | | $ | 0.5 | |
LIABILITIES | | | | |
Accounts payable | | $ | 0.1 | | | $ | 0.3 | |
Accrued expenses | | 0.1 | | | 0.1 | |
Total liabilities of Heat Transfer | | $ | 0.2 | | | $ | 0.4 | |
Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g. income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.
For the three and nine months ended October 1, 2022 and October 2, 2021, results of operations from our businesses reported as discontinued operations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Transformer Solutions (1) | | | | | | | |
Income (loss) from discontinued operations | $ | (0.6) | | | $ | 431.4 | | | $ | (0.8) | | | $ | 455.7 | |
Income tax (provision) benefit | 0.1 | | | (106.6) | | | 0.2 | | | (79.6) | |
Income (loss) from discontinued operations, net | (0.5) | | | 324.8 | | | (0.6) | | | 376.1 | |
| | | | | | | |
DBT (2) | | | | | | | |
Loss from discontinued operations | (5.7) | | | (5.2) | | | (14.2) | | | (13.3) | |
Income tax benefit | 0.8 | | | 0.1 | | | 2.3 | | | 1.6 | |
Loss from discontinued operations, net | (4.9) | | | (5.1) | | | (11.9) | | | (11.7) | |
| | | | | | | |
Heat Transfer | | | | | | | |
Loss from discontinued operations | — | | | (0.1) | | | (0.2) | | | (0.3) | |
Income tax (provision) benefit | — | | | — | | | — | | | — | |
Loss from discontinued operations, net | — | | | (0.1) | | | (0.2) | | | (0.3) | |
| | | | | | | |
All other (3) | | | | | | | |
Loss from discontinued operations | (5.4) | | | (4.3) | | | (5.9) | | | (5.4) | |
Income tax benefit | 1.4 | | | 1.1 | | | 1.5 | | | 5.7 | |
Income (loss) from discontinued operations, net | (4.0) | | | (3.2) | | | (4.4) | | | 0.3 | |
| | | | | | | |
Total | | | | | | | |
Income (loss) from discontinued operations | (11.7) | | | 421.8 | | | (21.1) | | | 436.7 | |
Income tax (provision) benefit | 2.3 | | | (105.4) | | | 4.0 | | | (72.3) | |
Income (loss) from discontinued operations, net | $ | (9.4) | | | $ | 316.4 | | | $ | (17.1) | | | $ | 364.4 | |
___________________________
(1) Loss for the three and nine months ended October 1, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition. Income for the three and nine months ended October 2, 2021 resulted primarily from the gain on sale of the business of $355.0, as well as the results of operations for the periods.
(2) Loss for the three and nine months ended October 1, 2022 and October 2, 2021 resulted primarily from legal costs incurred in connection with various dispute resolution matters related to two large power projects.
(3) Income (loss) for the three and nine months ended October 1, 2022 and October 2, 2021 resulted primarily from asbestos-related charges and revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.
(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, 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 nine months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended October 1, 2022 |
Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
Major product lines | | | | | | |
Package and process cooling equipment and services, and engineered air quality solutions | | $ | 134.5 | | | $ | — | | | $ | 134.5 | |
Boilers, comfort heating, and ventilation | | 93.3 | | | — | | | 93.3 | |
Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 61.5 | | | 61.5 | |
Communication technologies, obstruction lighting, and bus fare collection systems | | — | | | 81.2 | | | 81.2 | |
| | | | | | |
| | $ | 227.8 | | | $ | 142.7 | | | $ | 370.5 | |
| | | | | | |
Timing of Revenue Recognition | | | | | | |
Revenues recognized at a point in time | | $ | 212.2 | | | $ | 117.1 | | | $ | 329.3 | |
Revenues recognized over time | | 15.6 | | | 25.6 | | | 41.2 | |
| | $ | 227.8 | | | $ | 142.7 | | | $ | 370.5 | |
| | | | | | | | | | | | | | | | | | | | |
| | Nine months ended October 1, 2022 |
Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
Major product lines | | | | | | |
Package and process cooling equipment and services, and engineered air quality solutions | | $ | 381.8 | | | $ | — | | | $ | 381.8 | |
Boilers, comfort heating, and ventilation | | 257.8 | | | — | | | 257.8 | |
Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 194.1 | | | 194.1 | |
Communication technologies, obstruction lighting, and bus fare collection systems | | — | | | 197.9 | | | 197.9 | |
| | | | | | |
| | $ | 639.6 | | | $ | 392.0 | | | $ | 1,031.6 | |
| | | | | | |
Timing of Revenue Recognition | | | | | | |
Revenues recognized at a point in time | | $ | 588.1 | | | $ | 331.2 | | | $ | 919.3 | |
Revenues recognized over time | | 51.5 | | | 60.8 | | | 112.3 | |
| | $ | 639.6 | | | $ | 392.0 | | | $ | 1,031.6 | |
| | | | | | | | | | | | | | | | | | | | |
| | Three months ended October 2, 2021 |
Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
Major product lines | | | | | | |
Package and process cooling equipment and services | | $ | 104.1 | | | $ | — | | | $ | 104.1 | |
Boilers, comfort heating, and ventilation | | 75.2 | | | — | | | 75.2 | |
Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 60.1 | | | 60.1 | |
Communication technologies, obstruction lighting, and bus fare collection systems | | — | | | 46.3 | | | 46.3 | |
| | $ | 179.3 | | | $ | 106.4 | | | $ | 285.7 | |
| | | | | | |
Timing of Revenue Recognition | | | | | | |
Revenues recognized at a point in time | | $ | 154.1 | | | $ | 94.5 | | | $ | 248.6 | |
Revenues recognized over time | | 25.2 | | | 11.9 | | | 37.1 | |
| | $ | 179.3 | | | $ | 106.4 | | | $ | 285.7 | |
| | | | | | | | | | | | | | | | | | | | |
| | Nine months ended October 2, 2021 |
Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
Major product lines | | | | | | |
Package and process cooling equipment and services | | $ | 317.3 | | | $ | — | | | $ | 317.3 | |
Boilers, comfort heating, and ventilation | | 223.0 | | | — | | | 223.0 | |
Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 193.4 | | | 193.4 | |
Communication technologies, obstruction lighting, and bus fare collection systems | | — | | | 135.8 | | | 135.8 | |
| | $ | 540.3 | | | $ | 329.2 | | | $ | 869.5 | |
| | | | | | |
Timing of Revenue Recognition | | | | | | |
Revenues recognized at a point in time | | $ | 474.8 | | | $ | 292.5 | | | $ | 767.3 | |
Revenues recognized over time | | 65.5 | | | 36.7 | | | 102.2 | |
| | $ | 540.3 | | | $ | 329.2 | | | $ | 869.5 | |
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 October 1, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | |
Contract Balances | October 1, 2022 | | December 31, 2021 | | Change |
Contract Accounts Receivable(1) | $ | 257.1 | | | $ | 215.3 | | | $ | 41.8 | |
Contract Assets | 30.2 | | | 28.9 | | | 1.3 | |
Contract Liabilities - current | (45.5) | | | (44.7) | | | (0.8) | |
Contract Liabilities - non-current(2) | (5.5) | | | (5.8) | | | 0.3 | |
Net contract balance | $ | 236.3 | | | $ | 193.7 | | | $ | 42.6 | |
___________________________
(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 $42.6 increase in our net contract balance from December 31, 2021 to October 1, 2022 was due primarily to revenue recognized during the period, partially offset by cash payments received from customers during the period.
During the three and nine months ended October 1, 2022, we recognized revenues of $5.8 and $39.5, respectively, related to our contract liabilities at December 31, 2021.
Performance
As of October 1, 2022, the aggregate amount allocated to remaining performance obligations was $174.7. We expect to recognize revenue on approximately 48% and 90% 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 nine months ended October 1, 2022.
(6) INFORMATION ON REPORTABLE SEGMENTS
We are a global supplier of highly specialized, engineered solutions with operations in 15 countries and sales in over 100 countries around the world.
We have aggregated our 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 Accounting Standards Codification (“Codification”). Operating income or loss for each of our reportable segments is determined before considering, if applicable, impairment and special charges, long-term incentive compensation, certain other operating income/expense, 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 products and engineered air movement solutions 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.
Corporate Expense
Corporate expense generally relates to the cost of our Charlotte, North Carolina corporate headquarters.
Financial data for our reportable segments for the three and nine months ended October 1, 2022 and October 2, 2021 are presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended | | |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 | | | | |
Revenues: | | | | | | | | | | | |
HVAC reportable segment | $ | 227.8 | | | $ | 179.3 | | | $ | 639.6 | | | $ | 540.3 | | | | | |
Detection and Measurement reportable segment | 142.7 | | | 106.4 | | | 392.0 | | | 329.2 | | | | | |
Consolidated revenues | $ | 370.5 | | | $ | 285.7 | | | $ | 1,031.6 | | | $ | 869.5 | | | | | |
| | | | | | | | | | | |
Income: | | | | | | | | | | | |
HVAC reportable segment | $ | 30.9 | | | $ | 23.0 | | | $ | 71.7 | | | $ | 71.2 | | | | | |
Detection and Measurement reportable segment | 25.7 | | | 9.9 | | | 63.2 | | | 41.3 | | | | | |
Total income for reportable segments | 56.6 | | | 32.9 | | | 134.9 | | | 112.5 | | | | | |
| | | | | | | | | | | |
Corporate expense | 17.2 | | | 11.9 | | | 50.2 | | | 39.9 | | | | | |
Long-term incentive compensation expense | 2.1 | | | 3.4 | | | 7.7 | | | 9.4 | | | | | |
| | | | | | | | | | | |
Impairment of goodwill and intangible assets | — | | | 24.3 | | | — | | | 24.3 | | | | | |
Special charges, net | — | | | (0.1) | | | 0.1 | | | 0.7 | | | | | |
Other operating (income) expense, net | — | | | (24.3) | | | 1.0 | | | (21.6) | | | | | |
Consolidated operating income | $ | 37.3 | | | $ | 17.7 | | | $ | 75.9 | | | $ | 59.8 | | | | | |
(7) SPECIAL CHARGES, NET
Special charges, net, for the three and nine months ended October 1, 2022 and October 2, 2021 are described in more detail below: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended | | |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 | | | | |
HVAC reportable segment | $ | — | | | $ | (0.1) | | | $ | 0.1 | | | $ | 0.1 | | | | | |
Detection and Measurement reportable segment | — | | | — | | | — | | | 0.6 | | | | | |
| | | | | | | | | | | |
Total | $ | — | | | $ | (0.1) | | | $ | 0.1 | | | $ | 0.7 | | | | | |
HVAC — Charges for the nine months ended October 1, 2022 related to severance costs associated with a restructuring action at one of the segment's cooling businesses. Charges for the three and nine months ended October 2, 2021 related to severance costs associated with a restructuring action at one of the segment's heating businesses.
Detection and Measurement — Charges for the nine months ended October 2, 2021 related to severance costs for restructuring actions at the segment's location and inspection businesses.
No significant future charges are expected to be incurred under actions approved as of October 1, 2022.
The following is an analysis of our restructuring liabilities for the nine months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | |
| Nine months ended |
| October 1, 2022 | | October 2, 2021 |
Balance at beginning of year | $ | 0.3 | | | $ | 0.8 | |
Special charges | 0.1 | | | 0.7 | |
Utilization — cash | (0.4) | | | (1.2) | |
Currency translation adjustment and other | — | | | — | |
Balance at end of period | $ | — | | | $ | 0.3 | |
(8) INVENTORIES, NET
Inventories at October 1, 2022 and December 31, 2021 comprised the following: | | | | | | | | | | | |
| October 1, 2022 | | December 31, 2021 |
Finished goods | $ | 73.2 | | | $ | 55.1 | |
Work in process | 34.3 | | | 21.1 | |
Raw materials and purchased parts | 157.7 | | | 113.6 | |
Total inventories | $ | 265.2 | | | $ | 189.8 | |
Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values.
As mentioned in Note 1, during the fourth quarter of 2021, we converted the inventory accounting for certain of our domestic businesses within our HVAC reportable segment from the LIFO method to the FIFO method. The effects of this accounting change have been retrospectively applied to all periods presented. The impact of this change on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income for the three and nine months ended October 2, 2021 was as follows:
| | | | | | | | | | | | | | | | | | | | |
| | As Computed under LIFO | | Effect of Change | | As Adjusted |
Consolidated Statement of Operations for three months ended October 2, 2021: | | | | | | |
Income from continuing operations before income taxes | | $ | 16.6 | | | $ | 1.5 | | | $ | 18.1 | |
Income tax provision | | (3.8) | | | (0.4) | | | (4.2) | |
Income from continuing operations | | 12.8 | | | 1.1 | | | 13.9 | |
Income from discontinued operations, net of tax | | 318.3 | | | (1.9) | | | 316.4 | |
Net income | | $ | 331.1 | | | $ | (0.8) | | | $ | 330.3 | |
| | | | | | |
Basic income per share of common stock: | | | | | | |
Income from continuing operations, net of tax | | $ | 0.28 | | | $ | 0.03 | | | $ | 0.31 | |
Income from discontinued operations, net of tax | | 7.02 | | | (0.04) | | | 6.98 | |
Net income attributable to SPX common stockholders | | $ | 7.30 | | | $ | (0.01) | | | $ | 7.29 | |
| | | | | | |
Diluted income per share of common stock: | | | | | | |
Income from continuing operations, net of tax | | $ | 0.28 | | | $ | 0.02 | | | $ | 0.30 | |
Income from discontinued operations, net of tax | | 6.82 | | | (0.04) | | | 6.78 | |
Net income attributable to SPX common stockholders | | $ | 7.10 | | | $ | (0.02) | | | $ | 7.08 | |
| | | | | | |
Total comprehensive income | | $ | 325.0 | | | $ | (0.8) | | | $ | 324.2 | |
| | | | | | | | | | | | | | | | | | | | |
| | As Computed under LIFO | | Effect of Change | | As Adjusted |
Consolidated Statement of Operations for nine months ended October 2, 2021: | | | | | | |
Income from continuing operations before income taxes | | $ | 64.5 | | | $ | 2.0 | | | $ | 66.5 | |
Income tax provision | | (11.4) | | | (0.5) | | | (11.9) | |
Income from continuing operations | | 53.1 | | | 1.5 | | | 54.6 | |
Income from discontinued operations, net of tax | | 366.3 | | | (1.9) | | | 364.4 | |
Net income | | $ | 419.4 | | | $ | (0.4) | | | $ | 419.0 | |
| | | | | | |
Basic income per share of common stock: | | | | | | |
Income from continuing operations, net of tax | | $ | 1.17 | | | $ | 0.04 | | | $ | 1.21 | |
Income from discontinued operations, net of tax | | 8.10 | | | (0.05) | | | 8.05 | |
Net income attributable to SPX common stockholders | | $ | 9.27 | | | $ | (0.01) | | | $ | 9.26 | |
| | | | | | |
Diluted income per share of common stock: | | | | | | |
Income from continuing operations, net of tax | | $ | 1.14 | | | $ | 0.04 | | | $ | 1.18 | |
Income from discontinued operations, net of tax | | 7.89 | | | (0.05) | | | 7.84 | |
Net income attributable to SPX common stockholders | | $ | 9.03 | | | $ | (0.01) | | | $ | 9.02 | |
| | | | | | |
Total comprehensive income | | $ | 415.4 | | | $ | (0.4) | | | $ | 415.0 | |
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the nine months ended October 1, 2022 were as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | | | Goodwill Resulting from Business Combinations (1) | | Impairments | | | | Foreign Currency Translation | | October 1, 2022 |
HVAC reportable segment | | | | | | | | | | | | | |
Gross goodwill | $ | 528.9 | | | | | $ | 0.1 | | | $ | — | | | | | $ | (18.6) | | | $ | 510.4 | |
Accumulated impairments | (334.1) | | | | | — | | | — | | | | | 13.1 | | | (321.0) | |
Goodwill | 194.8 | | | | | 0.1 | | | — | | | | | (5.5) | | | 189.4 | |
| | | | | | | | | | | | | |
Detection and Measurement reportable segment | | | | | | | | | | | | | |
Gross goodwill | 424.9 | | | | | 10.9 | | | — | | | | | (20.0) | | | 415.8 | |
Accumulated impairments | (162.4) | | | | | — | | | — | | | | | 5.8 | | | (156.6) | |
Goodwill | 262.5 | | | | | 10.9 | | | — | | | | | (14.2) | | | 259.2 | |
| | | | | | | | | | | | | |
Total | | | | | | | | | | | | | |
Gross goodwill | 953.8 | | | | | 11.0 | | | — | | | | | (38.6) | | | 926.2 | |
Accumulated impairments | (496.5) | | | | | — | | | — | | | | | 18.9 | | | (477.6) | |
Goodwill | $ | 457.3 | | | | | $ | 11.0 | | | $ | — | | | | | $ | (19.7) | | | $ | 448.6 | |
___________________________
(1)Reflects (i) goodwill acquired with the ITL acquisition of $10.7, (ii) an increase in Sealite's goodwill of $0.2 resulting from revisions to the valuation of certain assets and liabilities, and (iii) an increase in Cincinnati Fan's goodwill of $0.1 resulting from revisions to the valuation of certain assets and liabilities. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the Cincinnati Fan and ITL 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 October 1, 2022 and December 31, 2021 comprised the following:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| October 1, 2022 | | December 31, 2021 |
| Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value | | Gross Carrying Value | | Accumulated Amortization | | Net Carrying Value |
Intangible assets with determinable lives: (1) | | | | | | | | | | | |
Customer relationships | $ | 196.1 | | | $ | (37.3) | | | $ | 158.8 | | | $ | 188.2 | | | $ | (26.7) | | | $ | 161.5 | |
Technology | 80.2 | | | (16.5) | | | 63.7 | | | 80.1 | | | (11.9) | | | 68.2 | |
Patents | 4.5 | | | (4.5) | | | — | | | 4.5 | | | (4.5) | | | — | |
Other | 36.4 | | | (23.4) | | | 13.0 | | | 31.6 | | | (18.0) | | | 13.6 | |
| 317.2 | | | (81.7) | | | 235.5 | | | 304.4 | | | (61.1) | | | 243.3 | |
Trademarks with indefinite lives | 168.2 | | | — | | | 168.2 | | | 172.2 | | | — | | | 172.2 | |
Total | $ | 485.4 | | | $ | (81.7) | | | $ | 403.7 | | | $ | 476.6 | | | $ | (61.1) | | | $ | 415.5 | |
___________________________
(1) The identifiable intangible assets associated with the ITL acquisition consist of customer relationships of $14.0, definite-lived trademarks of $3.0, technology of $2.9, and non-compete agreements of $2.6.
In connection with the acquisition of ITL, which has definite-lived intangibles as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $29.0 for the full year 2022 and $25.0 for 2023 and each of the four years thereafter.
At October 1, 2022, the net carrying value of intangible assets with determinable lives consisted of $96.1 in the HVAC reportable segment and $139.4 in the Detection and Measurement reportable segment. At October 1, 2022, trademarks with indefinite lives consisted of $104.6 in the HVAC reportable segment and $63.6 in the Detection and Measurement reportable segment.
We review goodwill and indefinite-lived intangible assets for impairment annually 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. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. 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.
As indicated in Note 1, we concluded during the third quarter of 2021 that the operating and financial milestones related to the ULC contingent consideration would not be achieved, resulting in the reversal of the related liability of $24.3, with the offset to “Other operating (income) expense, net.” We also concluded that the lack of achievement of these milestones, along with lower than anticipated future cash flows, were indicators of potential impairment related to ULC’s indefinite-lived intangible assets and goodwill. As such, we performed a quantitative analysis on ULC’s indefinite-lived intangible assets and goodwill during the third quarter of 2021. Based on such analysis, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business. As a result, we recorded an impairment charge to “Impairment of goodwill and intangible assets” of $24.3 during the quarter, with $23.3 related to goodwill and the remainder to trademarks.
The total goodwill of ULC was $12.0 as of October 1, 2022. A change in assumptions used in ULC's quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in ULC's estimated fair value being less than the carrying value of its net assets. In addition to ULC, the fair values of Sealite, ECS, Cincinnati Fan and ITL, acquisitions in 2021 and thus far in 2022, approximate their respective carrying values. If any of these reporting units are unable to achieve their current financial forecast, we may be required to record an impairment charge in a future period related to their goodwill and/or indefinite-lived intangible assets.
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 value of our trademarks is based on applying estimated royalty rates to projected revenues, with 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.
(10) WARRANTY
The following is an analysis of our product warranty accrual for the periods presented: | | | | | | | | | | | |
10 | Nine months ended |
| October 1, 2022 | | October 2, 2021 |
Balance at beginning of year | $ | 34.8 | | | $ | 35.3 | |
Acquisitions | 0.3 | | | — | |
Provisions | 8.2 | | | 8.0 | |
Usage | (7.7) | | | (7.2) | |
Currency translation adjustment | (0.2) | | | — | |
Balance at end of period | 35.4 | | | 36.1 | |
Less: Current portion of warranty | 12.5 | | | 12.1 | |
Non-current portion of warranty | $ | 22.9 | | | $ | 24.0 | |
(11) EMPLOYEE BENEFIT PLANS
On February 17, 2022, we transferred our existing liability under the SPX Postretirement Benefit Plans (the “Plans”) for a group of participants with retiree life insurance benefits to an insurance carrier for consideration payable to the insurance carrier of $10.0. Of this consideration, $9.0 was paid during the first quarter of 2022, with the remainder paid in the second quarter of 2022. This transaction resulted in a settlement charge of $0.7 recorded to “Other income (expense), net” during the first quarter of 2022. In addition, and in connection with this transfer, we remeasured the assets and liabilities of the Plans as of the transfer date, which resulted in an actuarial gain of $0.4 recorded to “Other income (expense), net” for the three months ended April 2, 2022.
Participants in the SPX U.S. Pension Plan (the “U.S. Plan”) are eligible to elect a lump-sum payment option in lieu of a future pension benefit. During the first half of 2022, $10.0 was paid to participants who elected lump-sum payments. This triggered a plan settlement which resulted in a charge to “Other income (expense), net” of $2.3 during the quarter ended July 2, 2022. In addition, we remeasured assets and liabilities of the U.S. Plan at July 2, 2022, which resulted in an actuarial loss of $1.5 recorded to “Other income (expense), net” during the quarter ended July 2, 2022. In connection with the remeasurement, we updated our actuarial assumptions. The only changes of significance related to the discount rate and expected return on assets, which increased from 2.83% to 4.86% and 3.25% to 4.50%, respectively.
Additional settlements by the U.S. Plan during the quarter ended October 1, 2022 resulted in a charge to “Other income (expense), net” of $2.0. We also remeasured the assets and liabilities of the U.S. Plan as of October 1, 2022, which resulted in an actuarial loss of $0.4 recorded to “Other income (expense), net” during the quarter ended October 1, 2022. In connection with the remeasurement, we updated our actuarial assumptions. The only changes of significance related to the discount rate and expected return on assets, which increased from 4.86% to 5.70% and 4.50% to 5.00%, respectively.
Net periodic benefit (income) expense for our pension and postretirement plans include the following components:
Domestic Pension Plans | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Service cost | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Interest cost | 2.9 | | | 2.1 | | | 7.5 | | | 6.3 | |
Expected return on plan assets | (2.0) | | | (2.2) | | | (6.2) | | | (6.6) | |
Settlement and actuarial losses (1) | 2.4 | | | — | | | 6.2 | | | — | |
| | | | | | | |
Net periodic pension benefit (income) expense | $ | 3.3 | | | $ | (0.1) | | | $ | 7.5 | | | $ | (0.3) | |
_________________
(1) For the three months ended October 1, 2022, consists of a settlement loss of $2.0 and an actuarial loss of $0.4. For the nine months ended October 1, 2022, consists of a settlement loss of $4.3 and an actuarial loss of $1.9.
Foreign Pension Plans | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Service cost | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Interest cost | 1.0 | | | 0.8 | | | 3.0 | | | 2.4 | |
Expected return on plan assets | (1.5) | | | (1.4) | | | (4.5) | | | (4.2) | |
| | | | | | | |
Net periodic pension benefit income | $ | (0.5) | | | $ | (0.6) | | | $ | (1.5) | | | $ | (1.8) | |
| | | | | | | |
| | | | | | | |
Postretirement Plans | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended | | Nine months ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Service cost | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Interest cost | 0.3 | | | 0.3 | | | 0.9 | | | 0.9 | |
| | | | | | | |
Amortization of unrecognized prior service credits | (1.1) | | | (1.2) | | | (3.3) | | | (3.6) | |
Settlement loss, net (1) | — | | | — | | | 0.3 | | | — | |
Net periodic postretirement benefit income | $ | (0.8) | | | $ | (0.9) | | | $ | (2.1) | | | $ | (2.7) | |
_________________ (1) For the nine months ended October 1, 2022, includes the impact of the transfer of the retiree life insurance benefits obligation.
(12) INDEBTEDNESS
The following summarizes our debt activity (both current and non-current) for the nine months ended October 1, 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | Borrowings | | Repayments | | Other | | October 1, 2022 |
Revolving loans | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
Term loan(1)(2) | 242.7 | | | 245.0 | | | (243.7) | | | 0.3 | | | 244.3 | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Trade receivables financing arrangement(3) | — | | | — | | | — | | | — | | | — | |
Other indebtedness(4) | 3.3 | | | 0.1 | | | (0.8) | | | — | | | 2.6 | |
Total debt | 246.0 | | | $ | 245.1 | | | $ | (244.5) | | | $ | 0.3 | | | 246.9 | |
| | | | | | | | | |
| | | | | | | | | |
Less: short-term debt | 2.2 | | | | | | | | | 1.9 | |
Less: current maturities of long-term debt | 13.0 | | | | | | | | | 0.4 | |
Total long-term debt | $ | 230.8 | | | | | | | | | $ | 244.6 | |
___________________________
(1)As noted below, we amended our senior credit agreement on August 12, 2022. The amendment made available a new term loan facility in the amount of $245.0, the proceeds of which were primarily used to repay the outstanding balance of $237.4 under the then-existing term loan facility.
(2)The term loan is repayable in quarterly installments equal to 0.625% of the initial term loan balance of $245.0, beginning in December 2023 and in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balance is payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $0.7 and $1.0 at October 1, 2022 and December 31, 2021, respectively.
(3)Under this arrangement, we can borrow, on a continuous basis, up to $50.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At October 1, 2022, we had $30.3 of available borrowing capacity under this facility.
(4)Primarily includes balances under a purchase card program of $1.9 and $2.2 and finance lease obligations of $0.7 and $1.1 at October 1, 2022 and December 31, 2021, 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.
Senior Credit Facilities
On August 12, 2022, we entered into the Credit Agreement to, among other things, extend the term of the facilities under the Credit Agreement (with the aggregate of each facility comprising the “Senior Credit Facilities”) and provide for committed senior secured financing with an aggregate amount of $770.0 which consists of the following facilities at October 1, 2022 (each with a final maturity of August 12, 2027):
•A term loan facility in an aggregate principal amount of $245.0;
•A multicurrency revolving credit facility, available for loans and letters of credit in Dollars, Euro, Sterling and other currencies, in an aggregate principal amount up to the equivalent of $500.0 (with sub-limits equal to the equivalents of $200.0 for financial letters of credit, $50.0 for non-financial letters of credit, and $150.0 for non-U.S. exposure); and
•A bilateral foreign credit instrument facility, available for performance letters of credit and bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $25.0.
The Credit Agreement also:
•Requires that we maintain a Consolidated Leverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of not more than 3.75 to 1.00 (or (i) 4.00 to 1.00 for the four fiscal quarters after certain permitted acquisitions or (ii) 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions with a minimum amount financed by unsecured debt);
•Requires that we maintain a Consolidated Interest Coverage Ratio (defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 3.00 to 1.00;
•Allows SPX to seek additional commitments, without consent from the existing lenders, to add incremental term loan facilities and/or increase the commitments in respect of the revolving credit facility and/or the bilateral foreign credit instrument facility by up to an aggregate principal amount not to exceed (x) the greater of (i) $200.0 and (ii) the amount of Consolidated EBITDA (as defined in the Credit Agreement) for the four fiscal quarters ended most recently before the date of determination, plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination secured by liens to Consolidated EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 2.75:1.00, plus (z) an amount equal to all voluntary prepayments of the term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the revolving credit facility and foreign credit instrument facility; and
•Establishes per annum fees charged and applies interest rate margins, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated Leverage Ratio | | Revolving Commitment Fee | | Financial Letter of Credit Fee | | Foreign Credit Instrument (“FCI”) Commitment Fee | | FCI Fee and Non-Financial Letter of Credit Fee | | Term Secured Overnight Financing Rate (“SOFR”) Loans/Alternative Currency Loans | | ABR Loans |
Greater than or equal to 3.00 to 1.0 | | 0.275 | % | | 1.750 | % | | 0.275 | % | | 1.000 | % | | 1.750 | % | | 0.750 | % |
Between 2.00 to 1.0 and 3.00 to 1.0 | | 0.250 | % | | 1.500 | % | | 0.250 | % | | 0.875 | % | | 1.500 | % | | 0.500 | % |
Between 1.50 to 1.0 and 2.00 to 1.0 | | 0.225 | % | | 1.375 | % | | 0.225 | % | | 0.800 | % | | 1.375 | % | | 0.375 | % |
Less than 1.50 to 1.0 | | 0.200 | % | | 1.250 | % | | 0.200 | % | | 0.750 | % | | 1.250 | % | | 0.250 | % |
The interest rates applicable to loans under the Senior Credit Facilities are, at our option, equal to either (i) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.0%) or (ii) the Term SOFR rate for the applicable interest period plus 0.1%, plus, in each case, an applicable margin percentage, which varies based on the Consolidated Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination to Consolidated EBITDA for the four fiscal quarters ended most recently before such date). The interest rates applicable to loans in other currencies under the Senior Credit Facilities are, at the applicable borrower’s option, equal to either (a) an adjusted alternative currency daily rate or (b) an adjusted alternative currency term rate for the applicable interest period, plus, in each case, the applicable margin percentage. The borrowers may elect interest periods of one, three or six months (and, if consented to by all relevant lenders, any other period not greater than twelve months) for term rate borrowings, subject in each case to availability in the applicable currency.
The weighted-average interest rate of outstanding borrowings under the Credit Agreement was approximately 4.5% at October 1, 2022.
The fees for bilateral foreign credit instruments are as specified above unless otherwise agreed with the bilateral foreign issuing lender. The applicable borrower will also pay fronting fees on the outstanding amounts of financial and non-financial letters of credit at the rates of 0.125% per annum and 0.25% per annum, respectively.
SPX Enterprises, LLC, the direct wholly owned subsidiary of the Company, is the borrower under each of above facilities, and SPX may designate certain foreign subsidiaries to be borrowers under the revolving credit facility and the foreign credit instrument facility. All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.
The letters of credit under the revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our operations.
The Credit Agreement requires mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of (including from any casualty to, or governmental taking of) property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by SPX. Mandatory prepayments will be applied first to repay amounts outstanding under any term loans and then to amounts outstanding under the revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in the business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds.
We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of term rate borrowings other than on the last day of the relevant interest period. Indebtedness under the Credit Agreement is guaranteed by:
•Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and
•SPX with respect to the obligations of our foreign borrower subsidiaries under the revolving credit facility and the bilateral foreign credit instrument facility.
Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) or our domestic subsidiary guarantors and 65% of the voting capital stock (and 100% of the non-voting capital stock) of material first-tier foreign subsidiaries (with certain exceptions). If SPX obtains a corporate credit rating from Moody’s and S&P and such corporate credit rating is less than “Ba2” (or not rated) by Moody’s and less than “BB” (or not rated) by S&P, then SPX and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets. If SPX’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults would exist, then all collateral security will be released and the indebtedness under the Credit Agreement will be unsecured.
The Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans or guarantees, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default.
We are permitted under the Credit Agreement to repurchase capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) to the extent not previously utilized for restricted junior payments or investments, an additional amount for all such repurchases and dividend declarations made after August 12, 2022 equal to the sum of (i) $100.0, plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 24, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit), plus (iii) certain other amounts.
At October 1, 2022, we had $489.0 of available borrowing capacity under our revolving credit facilities, after giving effect to $11.0 reserved for outstanding letters of credit. In addition, at October 1, 2022, we had $12.2 of available issuance capacity under our foreign credit instrument facilities after giving effect to $12.8 reserved for outstanding letters of credit.
At October 1, 2022, we were in compliance with all covenants of the Credit Agreement.
In connection with the August 2022 amendment of the Credit Agreement, we recorded charges of $1.1 to “Loss on amendment/refinancing of senior credit agreement” related to the write-off of unamortized deferred financing costs totaling $0.7 and transaction costs of $0.4. Additionally, $1.5 of fees paid in connection with the August 2022 amendment were capitalized, with $1.2 related to our revolving loans and $0.3 related to the term loan. During 2021, we reduced the issuance capacity of our then-existing foreign credit instrument facilities resulting in a charge of $0.2 to “Loss on amendment/refinancing of senior credit agreement” associated with the write-off of unamortized deferred financing costs.
(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 then-existing senior credit facilities to December 17, 2024, we entered into additional interest swap agreements (“Swaps”). The Swaps have a remaining notional amount of $234.4, cover the period from March 2021 to November 2024, and effectively convert borrowings under our term loan for this period to a fixed rate of 1.061%, plus the applicable margin.
In connection with entering into the Credit Agreement, the Swaps were amended to be based on SOFR as opposed to LIBOR. As mentioned in Note 2, we applied the optional expedients per ASU No. 2020-04 and No. 2021-01 and, thus, continue to designate and account for our interest rate swap agreements as cash flow hedges. As of October 1, 2022 and December 31, 2021, the unrealized gain, net of tax, recorded in accumulated other comprehensive income (“AOCI”) was $11.8 and $0.5, respectively. In addition, as of October 1, 2022, the fair value of our interest rate swap agreements totaled $15.6 (with $7.2 recorded as a current asset and $8.4 as a non-current asset), and $0.6 at December 31, 2021 (with $2.5 recorded as a non-current asset and $1.9 as a current liability). 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”).
We had FX forward contracts with an aggregate notional amount of $21.7 and $8.7 outstanding as of October 1, 2022 and December 31, 2021, respectively, with all of the $21.7 scheduled to mature within one year. The fair value of our FX forward contracts was $0.5 at October 1, 2022 (recorded as a current asset) and was less than $0.1 at December 31, 2021.
Beginning in the second quarter of 2022, we have designated and accounted for certain of our FX forward contracts, with a notional amount of $3.3, as cash flow hedges. As of October 1, 2022, the unrealized gain/loss recorded in AOCI related to these cash flow hedges was less than $0.1. Changes in fair value of our FX forward contracts designated as cash flow hedges are reclassified into earnings, as a component of “Revenues” when the forecasted transaction impacts earnings.
Commodity Contracts
For our Transformer Solutions business, we historically entered into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials. As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions, which has been presented within discontinued operations. Immediately prior to the sale, we extinguished the existing commodity contracts and reclassified from AOCI a net loss of $0.6 to “Gain (loss) on disposition of discontinued operations, net of tax” within our condensed consolidated statements of operations for the three and nine months ended October 2, 2021. Prior to extinguishment, we designated and accounted for these contracts as cash flow hedges and, to the extent the commodity contracts were effective in offsetting the variability of the forecasted purchases, the change in fair value was included in AOCI. We reclassified amounts associated with our commodity contracts out of AOCI when the forecasted transaction impacted earnings.
(14) STOCKHOLDERS' 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 | | Nine months ended |
| October 1, 2022 | | October 2, 2021 | | October 1, 2022 | | October 2, 2021 |
Weighted-average number of common shares used in basic income per share | 45.144 | | | 45.331 | | | 45.382 | | | 45.244 | |
Dilutive securities — Employee stock options and restricted stock units | 0.988 | | | 1.319 | | | 0.871 | | | 1.211 | |
Weighted-average number of common shares and dilutive securities used in diluted income per share | 46.132 | | | 46.650 | | | 46.253 | | | 46.455 | |
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 0.243 and 0.655, respectively, for the three months ended October 1, 2022, and 0.270 and 0.720, respectively, for the nine months ended October 1, 2022.
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 0.222 and 0.631, respectively, for the three months ended October 2, 2021, and 0.261 and 0.631, respectively, for the nine months ended October 2, 2021.
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 2022 is included in our 2021 Annual Report on Form 10-K.
Awards granted on March 1, 2022 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 10, 2022, we granted 0.023 RSU's to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2023. A detailed description of the awards granted prior to 2022 is included in our 2021 Annual Report on Form 10-K.
Compensation expense within income from continuing operations related to long-term incentive awards totaled $2.1 and $3.4 for the three months ended October 1, 2022 and October 2, 2021, respectively, and $7.7 and $9.4 for the nine months ended October 1, 2022 and October 2, 2021, respectively. The related tax benefit was $0.3 and $0.6 for the three months ended October 1, 2022 and October 2, 2021, respectively, and $1.2 and $1.6 for the nine months ended October 1, 2022 and October 2, 2021, respectively.
Repurchases of Common Stock
On May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $100.0 of our common stock, subject to maintaining compliance with all covenants of our Credit Agreement. Pursuant to this re-authorization, during the quarter ended July 2, 2022, we repurchased 0.707 shares of our common stock for aggregate cash payments of $33.7. As of October 1, 2022, the remaining maximum approximate amount of our common stock that may be purchased under this authorization is $66.3.
Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended October 1, 2022 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustment | | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | | Pension and Postretirement Liability Adjustment(2) | | Total |
Balance at beginning of period | $ | 236.3 | | | $ | 8.6 | | | $ | 9.1 | | | $ | 254.0 | |
Other comprehensive income (loss) before reclassifications | (19.2) | | | 3.9 | | | — | | | (15.3) | |
Amounts reclassified from accumulated other comprehensive income | — | | | (0.7) | | | (0.8) | | | (1.5) | |
Current-period other comprehensive income (loss) | (19.2) | | | 3.2 | | | (0.8) | | | (16.8) | |
Balance at end of period | $ | 217.1 | | | $ | 11.8 | | | $ | 8.3 | | | $ | 237.2 | |
__________________________
(1)Net of tax provision of $4.0 and $2.9 as of October 1, 2022 and July 2, 2022, respectively.
(2)Net of tax provision of $3.0 and $3.2 as of October 1, 2022 and July 2, 2022, respectively. The balances as of October 1, 2022 and July 2, 2022 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the nine months ended October 1, 2022 were as follows: | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustment | | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | | Pension and Postretirement Liability Adjustment(2) | | Total |
Balance at beginning of period | $ | 252.7 | | | $ | 0.5 | | | $ | 10.7 | | | $ | 263.9 | |
Other comprehensive income (loss) before reclassifications | (35.6) | | | 11.5 | | | 0.1 | | | (24.0) | |
Amounts reclassified from accumulated other comprehensive income | — | | | (0.2) | | | (2.5) | | | (2.7) | |
Current-period other comprehensive income (loss) | (35.6) | | | 11.3 | | | (2.4) | | | (26.7) | |
Balance at end of period | $ | 217.1 | | | $ | 11.8 | | | $ | 8.3 | | | $ | 237.2 | |
__________________________
(1)Net of tax provision of $4.0 and $0.1 as of October 1, 2022 and December 31, 2021, respectively.
(2)Net of tax provision of $3.0 and $3.7 as of October 1, 2022 and December 31, 2021, respectively. The balances as of October 1, 2022 and December 31, 2021 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the three months ended October 2, 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 | $ | 240.1 | | | $ | (2.0) | | | $ | 12.5 | | | $ | 250.6 | |
Other comprehensive loss before reclassifications | (5.0) | | | (0.4) | | | — | | | (5.4) | |
Amounts reclassified from accumulated other comprehensive income (loss) | — | | | 0.2 | | | (0.9) | | | (0.7) | |
Current-period other comprehensive loss | (5.0) | | | (0.2) | | | (0.9) | | | (6.1) | |
Balance at end of period | $ | 235.1 | | | $ | (2.2) | | | $ | 11.6 | | | $ | 244.5 | |
__________________________
(1)Net of tax benefit of $0.7 as of October 2, 2021 and July 3, 2021, respectively.
(2)Net of tax provision of $4.0 and $4.3 as of October 2, 2021 and July 3, 2021, respectively. The balances as of October 2, 2021 and July 3, 2021 include unamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the nine months ended October 2, 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 (loss) before reclassifications | (3.5) | | | 3.1 | | | — | | | (0.4) | |
Amounts reclassified from accumulated other comprehensive income (loss) | — | | | (0.9) | | | (2.7) | | | (3.6) | |
Current-period other comprehensive income (loss) | (3.5) | | | 2.2 | | | (2.7) | | | (4.0) | |
Balance at end of period | $ | 235.1 | | | $ | (2.2) | | | $ | 11.6 | | | $ | 244.5 | |
__________________________
(1)Net of tax benefit of $0.7 and $1.4 as of October 2, 2021 and December 31, 2020, respectively.
(2)Net of tax provision of $4.0 and $4.9 as of October 2, 2021 and December 31, 2020, respectively. The balances as of October 2, 2021 and December 31, 2020 include unamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the three months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | |
| Amount Reclassified from AOCI | | |
| Three months ended | | |
| October 1, 2022 | | October 2, 2021 | | Affected Line Item in the Condensed Consolidated Statements of Operations |
(Gains) losses on qualifying cash flow hedges: | | | | | |
FX forward contracts | $ | (0.2) | | | $ | — | | | Revenues |
Commodity contracts | — | | | (0.3) | | | Income from discontinued operations, net of tax |
Swaps | (0.7) | | | 0.6 | | | Interest expense |
Pre-tax | (0.9) | | | 0.3 | | | |
Income taxes | 0.2 | | | (0.1) | | | |
| $ | (0.7) | | | $ | 0.2 | | | |
| | | | | |
Gains on pension and postretirement items: | | | | | |
Amortization of unrecognized prior service credits - Pre-tax | $ | (1.1) | | | $ | (1.2) | | | Other income (expense), net |
Income taxes | 0.3 | | | 0.3 | | | |
| $ | (0.8) | | | $ | (0.9) | | | |
The following summarizes amounts reclassified from each component of accumulated other comprehensive income for the nine months ended October 1, 2022 and October 2, 2021:
| | | | | | | | | | | | | | | | | |
| Amount Reclassified from AOCI | | |
| Nine months ended | | |
| October 1, 2022 | | October 2, 2021 | | Affected Line Item in the Condensed Consolidated Statements of Operations |
(Gains) losses on qualifying cash flow hedges: | | | | | |
FX forward contracts | $ | (0.2) | | | $ | — | | | Revenues |
Commodity contracts | — | | | (3.8) | | | Income from discontinued operations, net of tax |
Swaps | — | | | 2.6 | | | Interest expense |
Pre-tax | (0.2) | | | (1.2) | | | |
Income taxes | — | | | 0.3 | | | |
| $ | (0.2) | | | $ | (0.9) | | | |
| | | | | |
Gains on pension and postretirement items: | | | | | |
Amortization of unrecognized prior service credits - Pre-tax | $ | (3.3) | | | $ | (3.6) | | | Other income (expense), net |
Income taxes | 0.8 | | | 0.9 | | | |
| $ | (2.5) | | | $ | (2.7) | | | |
| | | | | |
(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 $614.0 and $658.8 at October 1, 2022 and December 31, 2021, respectively. Of these amounts, $538.9 and $584.3 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at October 1, 2022 and December 31, 2021, 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 with respect to products that we no longer manufacture or sell and 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 October 1, 2022 and December 31, 2021:
| | | | | | | | | | | |
| October 1, 2022 | | December 31, 2021 |
Insurance recovery assets (1) | $ | 479.8 | | | $ | 526.2 | |
Liabilities for claims (2) | 574.6 | | 616.5 | |
__________________________
(1)Of these amounts, $424.2 and $473.6 are included in “Other assets” at October 1, 2022 and December 31, 2021, respectively, while the remainder is included in “Other current assets.”
(2)Of these amounts, $520.4 and $561.4 are included in “Other long-term liabilities” at October 1, 2022 and December 31, 2021, 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 nine months ended October 1, 2022 and October 2, 2021: | | | | | | | | | | | |
| Nine months ended |
| October 1, 2022 | | October 2, 2021 |
Pending claims, beginning of period | 10,065 | | 9,782 |
Claims filed | 2,249 | | 2,044 |
Claims resolved | (1,733) | | (1,797) |
Pending claims, end of period | 10,581 | | 10,029 |
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 nine months ended October 1, 2022 and October 2, 2021, our (receipts) payments for asbestos-related claims, net of respective insurance recoveries of $27.7 and $39.8, were $20.2 and $(2.2), respectively. The nine months ended October 1, 2021 includes insurance proceeds of $15.0, associated with the settlement of an asbestos insurance coverage matter. 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 and nine months ended October 1, 2022, we recorded charges for asbestos-related matters of $21.7 and $24.0, respectively, with $16.5 and $18.8, respectively, recorded to continuing operations and the remainder to discontinued operations. Of such charges, $21.7 (continuing operations - $16.5 and discontinued operations - $5.2) resulted from a ruling by a North Carolina trial court, during the third quarter of 2022, that certain excess insurance carriers associated with our asbestos product liability matters are not required to cover the costs of defending suits that are dismissed without an indemnity payment. During the nine months ended October 2, 2021, we recorded a charge of $2.7 related to revisions of recorded assets for asbestos-related claims.
Large Power Projects in South Africa
Overview - Since 2008, DBT had been executing on two large power projects in South Africa (Kusile and Medupi), on which it has now substantially completed its scope of work. Over such time, the business environment surrounding these projects was difficult, as DBT, along with many other contractors on the projects, 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's remaining responsibilities relate largely to resolution of various claims, primarily between itself and one of its prime contractors, Mitsubishi Heavy Industries Power—ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD), 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 1,000.0 (or $56.0). 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 732.6 (or $41.0), 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. 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 $4.3 of bonds upon the completion of certain administrative milestones (which have been completed); (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 statements of operations. On July 5, 2021, DBT received notice from MHI of its intent to seek final and binding arbitration in this matter. The hearing on this matter is expected to occur in December 2022.
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 statements of operations.
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 even though the vast majority of these claims had not been brought appropriately before a dispute adjudication board as required under the relevant subcontracts. 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. The remainder of the damages in the revised claim largely appear to be direct in nature (approximately South African Rand 790.0 or $44.2). On September 21, 2022, an arbitration tribunal ruled that only South African Rand 349.6 (or $19.6) of MHI's revised claim had been brought appropriately before a dispute adjudication board as required under the relevant subcontracts, with MHI's other claims dismissed from the arbitration proceedings. DBT has numerous defenses and, thus, we do not believe that DBT has a probable loss associated with any of 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 $22.8) 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 $9.9) and has also alleged that it has incurred additional remedial costs related to portions of DBT's scope of work. DBT has numerous defenses against these claims, as well as claims, if any, that may result from the above unsubstantiated allegations, and, thus, we do not believe that DBT has a probable loss associated with these claims and allegations. As such, no loss has been recorded in the condensed consolidated financial statements with respect to these claims and allegations.
Bonds Issued in Favor of MHI - DBT is 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 $23.4) that has been paid. On October 11, 2022, a dispute adjudication panel ruled MHI drew on amounts in excess of the bond values stipulated in the contracts and was required to refund DBT South African Rand 90.8 (or $5.1) of the previously demanded amounts, plus interest of South African Rand 12.5 (or $0.7). MHI paid these amounts on October 14, 2022. We have reflected the remaining South African Rand 327.5 (or $18.3) within “Assets of DBT and Heat Transfer” on the condensed consolidated balance sheets as of October 1, 2022 and December 31, 2021.
The remaining bond of South Africa Rand 29.2 (or $1.6) 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 issuing bank.
In addition to the remaining bond, SPX Technologies, Inc. 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 statements of operations.
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. We had liabilities for site investigation and/or remediation at 18 sites that we own or control, or formerly owned and controlled, as of October 1, 2022 and December 31, 2021. 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 October 1, 2022 and December 31, 2021, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled and all of which 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 October 1, 2022, we had gross unrecognized tax benefits of $6.3 (net unrecognized tax benefits of $5.6). 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 October 1, 2022, gross accrued interest totaled $2.8 (net accrued interest of $2.3). As of October 1, 2022, 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 October 1, 2022, we recorded an income tax benefit of $2.5 on $10.0 of pre-tax income from continuing operations, resulting in an effective rate of (25.0)%. This compares to an income tax provision for the three months ended October 2, 2021 of $4.2 on $18.1 of pre-tax income from continuing operations, resulting in an effective rate of 23.2%. The most significant item impacting the income tax benefit for the third quarter of 2022 was a tax benefit of $4.2 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets due to the recent Holding Company Reorganization (see Note 1). The most significant item impacting the income tax provision for the third quarter of 2021 was $0.7 of expense related to the revaluation of certain deferred tax liabilities due to an enacted tax rate increase.
For the nine months ended October 1, 2022, we recorded an income tax provision of $4.5 on $49.1 of pre-tax income from continuing operations, resulting in an effective rate of 9.2%. This compares to an income tax provision for the nine months ended October 2, 2021 of $11.9 on $66.5 of pre-tax income from continuing operations, resulting in an effective rate of 17.9%. The most significant items impacting the income tax provision during the first nine months of 2022 were (i) the $4.2 of tax benefit noted above related to the release of valuation allowances resulting from the Holding Company Reorganization, (ii) $0.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $0.7 tax benefits related to revisions to liabilities for uncertain tax positions. The most significant items impacting the income tax provision for the first nine months of 2021 were (i) a benefit of $2.2 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims and (ii) $1.0 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, partially offset by (iii) $1.3 of expense related to the revaluation of deferred tax liabilities due to an enacted tax rate increase.
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.
During the second quarter of 2021, the Internal Revenue Service (“IRS”) concluded its audit of our 2013, 2014, 2015, 2016 and 2017 federal income tax returns. We believe contingencies related to the subsequent returns are adequately provided for.
State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for.
We have various foreign income tax returns under examination. 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.
Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)
On March 27, 2020, the CARES Act was enacted into law and provides changes to various tax laws that impact businesses. We do not believe these changes impact our current and deferred income tax balances; therefore, no resulting adjustments have been recorded to such balances as of October 1, 2022 and December 31, 2021.
As provided within the CARES Act, we deferred payments of our social security payroll taxes for the period March 27, 2020 to December 31, 2020, with such deferral totaling $3.7 as of October 1, 2022. This amount is required to be paid by the end of 2022.
(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 Methods 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 0.0, respectively, at October 1, 2022). 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 have expired and bonds have been returned. Summarized below are the change in the liability and asset during the nine months ended October 2, 2021.
| | | | | | | | | | | | | | | | | | |
| | | | | | Nine months ended |
| | | | October 2, 2021 |
| | | | | | Guarantees and Bonds Liability (1) | | Indemnification Assets (1) |
Balance at beginning of year | | | | | | $ | 1.8 | | | $ | — | |
Reduction/Amortization for the period (2) | | | | | | (1.7) | | | — | |
Impact of changes in foreign currency rates | | | | | | (0.1) | | | — | |
Balance at end of period | | | | | | $ | — | | | $ | — | |
___________________________
(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 (expense), net.”
Contingent Consideration for Sensors & Software, ECS, and ULC Acquisitions — In connection with the acquisition of Sensors & Software, the sellers were eligible for additional cash consideration of up to $4.0, with payment of such contingent consideration dependent upon the achievement of certain milestones. The estimated fair value of such contingent consideration totaled $1.3, and was paid during the quarter ended April 2, 2022.
In connection with the acquisition of ECS, the seller was eligible for additional cash consideration of up to $13.5, with payment of such contingent consideration dependent upon the achievement of certain milestones. The estimated fair value of such contingent consideration was $8.2 as of the date of acquisition. During the fourth quarter of 2021, we concluded that the probability of achieving the financial performance milestone had lessened due to a delay in the execution of certain large
orders, resulting in a reduction of the contingent fair value/liability of $6.7. During the first and second quarters of 2022, we further reduced the fair value/liability by $0.9 and $0.4, respectively, with such amounts recorded to "Other operating (income) expense, net." The estimated fair value of such contingent consideration was $0.0 and $1.5 at October 1, 2022 and December 31, 2021, respectively, with the latter amount reflected as a liability within the respective condensed consolidated balance sheet. We estimated the fair value of the contingent consideration for this acquisition based on the probability of ECS achieving the applicable milestones.
As relates to the ULC acquisition, and as indicated in Note 1, we concluded during the third quarter of 2021 that the operating and financial milestones related to the ULC contingent consideration would not be achieved, resulting in the reversal of the related liability of $24.3, with the offset recorded to “Other operating (income) expense, net.”
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.
During the quarter ended October 2, 2021, we concluded that the lack of achievement of the milestones mentioned above for the ULC acquisition, along with lower than anticipated future cash flows, were indicators of potential impairment related to ULC’s indefinite-lived intangible assets and goodwill. As such, we performed a quantitative analysis on ULC’s indefinite-lived intangible assets and goodwill during the third quarter of 2021. Based on such analysis, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business. As a result, we recorded an impairment charge to “Impairment of goodwill and intangible assets” of $24.3 during the quarter, with $23.3 related to goodwill and the remainder to trademarks. Refer to Note 9 for additional details.
Valuation Methods Used to Measure Fair Value on a Recurring Basis
Derivative Financial Instruments — Our financial derivative assets and liabilities include commodity contracts (until the sale of Transformer Solutions), interest rate swaps, and FX forward 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 October 1, 2022, 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 nine months ended October 1, 2022 and October 2, 2021, we recorded gains (losses) of $(7.4) and $(3.0), respectively and $1.6 and $9.0, respectively to “Other income (expense), net” to reflect the change in the estimated fair value of the equity security. As of October 1, 2022 and December 31, 2021, the equity security had an estimated fair value of $35.8 and $38.8, respectively.
Indebtedness and Other — The estimated fair value of our debt instruments as of October 1, 2022 and December 31, 2021 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 November 1, 2022, SPX divested three wholly-owned subsidiaries (“the subsidiaries”) that hold all of its asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC (“Canvas”), an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd. In connection with the transaction, SPX contributed $138.8 in cash to the subsidiaries, financed with cash on hand; while Canvas made a capital contribution to the subsidiaries of $8.0. SPX anticipates that the divestiture will result in a loss of approximately $70.0 to be recorded in the fourth quarter of 2022, which will include the write-off of certain deferred income tax assets recorded by the subsidiaries.