UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2020
2023 | | | | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission file number: 1-6948
SPX CorporationTechnologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 38-101624088-3567996 |
(State (State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
6325 Ardrey Kell Road Suite 400,
Charlotte, NC 28277
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (980) 474-3700
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | SPXC | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer
| ☒ | | Accelerated filer
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| Non-accelerated filer
| ☐ | | Smaller reporting company
| ☐ |
| | | | Emerging growth company
| ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to used the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 27, 2020July 1, 2023 was $1,689,537,294.3,813,384,166. The determination of affiliate status for purposes of the foregoing calculation is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of the registrant’s common stock as of February 19, 202116, 2024 was 45,075,565.45,688,018.
Documents incorporated by reference: Portions of the Registrant’s proxy statement for its Annual Meeting to be held on May 11, 202114, 2024 are incorporated by reference into Part III of this Annual Report on Form 10-K.
SPX CORPORATIONTECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-K TABLE OF CONTENTS
P A R T I
ITEM 1. Business
(All currency and share amounts are in millions)
Forward-Looking Information
Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses’ or our industries’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, changes and trends in our business and the markets in which we operate under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”) or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential” or “continue” or the negative of those terms or other comparable terminology. Particular risks facing usand uncertainties that could cause actual results to differ from those contained in the forward-looking statements, include the following: cyclical changes and specific industry events in the Company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials and/or commodities that cannot be recovered in product pricing; the impact of competition on profit margins and the Company’s ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution with respect to environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response thereto; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes; changes in worldwide economic conditions, including as a result of geopolitical conflicts; uncertainties with respect to the Company’s ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of acquisition or disposition transactions, including with respect to integrating acquisitions and achieving cost savings or other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. These and other risks stemming from our internal operations, legal and regulatory risks, costs of raw materials, pricing pressures, information technology and cybersecurity risks, integration of acquisitions, and changes in the economy, as well as the impacts of the coronavirus disease (the “COVID-19 pandemic”) and governmental responses to stem further outbreaks of the COVID-19 pandemic, which isuncertainties are further discussed below and in other sections of this document. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. In addition, management’s estimates of future operating results are based on our current complement of businesses, which is subject to change as management selects strategic markets.
All the forward-looking statements are qualified in their entirety by reference to the risks and uncertainties discussed in this filing, including under the heading “Risk Factors,” and any subsequent filing with the U.S. Securities and Exchange Commission (“SEC”), as well as in any documents incorporated by reference that describe risks, uncertainties, and other factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these discussions of risks and uncertainties may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict all potentially relevant risks and uncertainties,these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We disclaim any responsibility, except to the extent we are legally required, to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document.
Business
SPX CorporationTechnologies, Inc. (“SPX”, “our”, “the Company”, or “we”) 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 (the “Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company. Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company's 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. Legacy SPX was founded in Muskegon, Michigan in 1912 as the Piston Ring Company and adopted our currentthe name SPX Corporation in 1988. Since 1968, we have been incorporated under the laws of Delaware, and we haveIts common stock had been listed on the New York Stock Exchange since 1972.The terms “SPX,” “we” and “our” include Legacy SPX for periods prior to the consummation of the Holding Company Reorganization as the context requires.
On September 26, 2015, we completed the spin-off to our stockholders (the “Spin-Off”) of all the outstanding shares of SPX FLOW, Inc. (“SPX FLOW”), a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries.
Prior to the Spin-Off, our businesses serving the power generation markets had a major impact on the consolidated financial results of SPX. In the recent years leading up to the Spin-Off, these businesses experienced significant declines in revenues and profitability associated with weak demand and increased competition within the global power generation markets. Based on a review of our post-spin portfolio and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided coming out of the Spin-Off that our strategic focus at that time would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformer and process cooling systems businesses. As a result, we have significantly reduced our exposure to the power generation markets as indicated by the dispositions of our dry cooling and Balcke Dürr businesses during 2016. Additionally, during 2018, we initiated a plan to wind-down the SPX Heat Transfer (“Heat Transfer”) business, with the wind-down completed during the fourth quarter of 2020. As a result of completing such wind-down activities, we are now reporting the Heat Transfer business as a discontinued operation for all periods presented. Lastly, our South African subsidiary, DBT Technologies (PTY) LTD’s (“DBT”) contractualwith its substantial completion of its remaining scope on the large power projects in South Africa, is substantially complete, with its remaining responsibilities underour South African subsidiary, DBT Technologies (PTY) LTD (“DBT”), completed wind-down activities during the projects relatedfourth quarter of 2021. As a result of completing wind-down activities, we are reporting the DBT business as a discontinued operation for all periods presented.
On April 19, 2021 and August 2, 2021, we completed the acquisitions of Sealite Pty Ltd and affiliated entities, including Sealite USA, LLC (doing business as Avlite Systems) and Star2M Pty Ltd (collectively, “Sealite”), and of Enterprise Control Systems Ltd (“ECS”), respectively. Sealite is a leader in the design and manufacture of marine and aviation aids to navigation products, while ECS is a manufacturer and designer of highly-engineered tactical datalinks and radio frequency (“RF”) countermeasures, including counter-drone and counter-improvised explosive device RF jammers. The post-acquisition operating results of Sealite and ECS are reflected within our Detection and Measurement reportable segment.
primarily
On October 1, 2021, we completed the sale of SPX Transformer Solutions, Inc. (“Transformer Solutions”) pursuant to resolution of various claims between itself and onethe terms of the prime contractors onStock Purchase Agreement dated June 8, 2021 with GE-Prolec Transformers, Inc. (the “Purchaser”) and Prolec GE Internacional, S. de R.L. de C.V. We are reporting Transformer Solutions as a discontinued operation for all periods presented.
On December 15, 2021, we completed the projects. See MD&Aacquisition of Cincinnati Fan & Ventilator Co., Inc. (“Cincinnati Fan”), a leader in engineered air movement solutions, including blowers and Notes 1 and 4 tocritical exhaust systems. The post-acquisition operating results of Cincinnati Fan are reflected within our consolidated financial statements for further discussion of these actions.HVAC reportable segment.
On March 1, 2018 and June 7, 2018,31, 2022, we completed the acquisitionsacquisition of Schonstedt Instrument CompanyInternational Tower Lighting, LLC (“Schonstedt”) and Cues, Inc. (“Cues”ITL”), respectively. Schonstedt is a manufacturerleader in the design and distributormanufacture of magnetic locator products usedhighly-engineered aids to navigation systems, including obstruction lighting for locating underground utilitiestelecommunications towers, wind turbines and buried objects, while Cues is a manufacturer of pipeline inspection and rehabilitation equipment.numerous other terrestrial obstructions. The post-acquisition operating results of Schonstedt and CuesITL are reflected within our Detection and Measurement reportable segment.
On FebruaryNovember 1, 2019,2022, SPX divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC, an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd (the “Asbestos Portfolio Sale”). The divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities immediately prior to the divestiture. These indemnification obligations are not subject to any cap or time limitation. The board of managers of the divested subsidiaries each received a solvency opinion from an independent advisory firm that the divested subsidiaries were solvent after giving effect to the Asbestos Portfolio Sale.
On April 3, 2023, we completed the acquisition of Sabik MarineT.A. Morrison & Co. Inc. (“Sabik”TAMCO”), primarily a manufacturer of obstruction lighting products.market leader in motorized and non-motorized dampers that control airflow in large-scale specialty applications in commercial, industrial, and institutional markets. The post-acquisition operating results of Sabik Marine are reflected within our Detection and Measurement reportable segment.
On July 3, 2019 and November 12, 2019, we completed the acquisitions of SGS Refrigeration Inc. (“SGS”) and Patterson-Kelley, LLC (“Patterson-Kelley”), respectively. SGS is a manufacturer of industrial refrigeration products, while Patterson-Kelley is a manufacturer and distributor of commercial boilers and water heaters. The post-acquisition operating results of SGS and Patterson-KelleyTAMCO are reflected within our HVAC reportable segment.
On SeptemberJune 2, 2020 and November 11, 2020,2023, we completed the acquisitionsacquisition of ULC RoboticsASPEQ Heating Group (“ULC”) and Sensors & Software, Inc. (“Sensors & Software”ASPEQ”), respectively. ULC isa leading developerprovider of robotic systems, mechanical learning applications,electrical heating solutions to customers in industrial and inspection technology for the energy, utility, and industrial markets, while Sensors & Software is a manufacturer and distributor of ground penetrating radar products used for locating underground utilities, detecting unexploded ordinances, and geotechnical and geological investigations.commercial markets. The post-acquisition operating results of ULC and Sensors & SoftwareASPEQ are reflected within our DetectionHVAC reportable segment.
On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc. (“Ingénia”) which specializes in the design and Measurementmanufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets. The post-acquisition results of Ingénia will be reflected within our HVAC reportable segment.
Unless otherwise indicated, amountsthe description of our business provided in Part I pertainpertains to continuing operations only (see Notes 1 and 4 to our consolidated financial statements for information on discontinued operations).
We are a diversified, global supplier of infrastructure equipment serving the HVAC and detection and measurement power transmission and generation, and industrial markets. With operations in over 15 countries and approximatelyapproximately 4,100 4,500 eempmployees,loyees, we offer a wide array of highly engineered infrastructure products with strong brands.
HVAC solutions offered by our businesses include package and process cooling towers,equipment, engineered air movement solutions, residential and commercial boilers, comfortelectrical heating, and ventilation products. Our market leading brands, coupled with our commitment to continuous innovation and focus on our customers’ needs, enables our HVAC cooling and heating businesses to serve an expanding number of industrial, commercial and residential customers. Growth for our HVAC businesses will be driven by innovation, increased scalability, and our ability to meet the needs of broader markets.
Our detection and measurement product lines encompass underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, bus fare collectiontransportation systems, communication technologies, and obstruction lighting.aids to navigation. Our detection and measurement solutions enable utilities, telecommunication providers and regulators, and municipalities and transit authorities to build, monitor and maintain vital infrastructure. Our technology and decades of experience have afforded us a strong position in specific detection and measurement markets. We intend to expand our portfolio of specialized products through new, innovative hardware and software solutions in an attempt to (i) further capitalize on the detection and measurement markets we currently serve and (ii) expand the number of markets that we serve.
Within our engineered solutions platform, we are a leading manufacturer of medium and large power transformers, as well as process cooling equipment. These solutions play a critical role in electricity transmission and generation. Specifically, our power transformers play an integral role in the North American power grid, while our process cooling equipment assists our customers in meeting their power generation and industrial needs. The businesses within the platform are committed to driving value through continued focus on operational and engineering efficiencies.
Reportable Segments and Other Operating Segment
Our DBT operating segment is reported within an “Other” category outside of our reportable segments. Our other operating segments are aggregated into the following threetwo reportable segments: HVAC and Detection and Measurement, and Engineered Solutions.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 Financial Accounting Standards Board Codification (“Codification”). Operating income or loss for each of our operatingreportable segments is determined before considering impairment and special charges, long-term incentive compensation,
certain other operating expenses andincome/expense, other indirect corporate expenses.expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition-related costs. This is consistent with the way our Chief Operating Decision Maker (“CODM”) evaluates the results of each segment.
HVAC Reportable Segment
Our HVAC reportable segment had revenues of $590.7, $593.2$1,122.3, $913.8, and $582.1$752.1 in 2020, 20192023, 2022 and 2018,2021, respectively, and backlog of $82.8$306.1 and $77.8$243.1 as of December 31, 20202023 and 2019,2022, respectively. Approximately 97%98% of the segment’s backlog as of December 31, 20202023 is expected to be recognized as revenue during 2021.2024. The segment engineers, designs, manufactures, installs and services cooling products and engineered air movement solutions for the HVAC industrial and industrialpower generation markets, as well as heating and ventilation products for the residential, industrial, 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 customercustomer base in North America, Europe, and Asia. Core brands for our cooling products include Marley, Recold, SGS, Cincinnati Fan, TAMCO, and Recold,Ingénia, while our heating and ventilation products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and Patterson-Kelley brands, and our Marley-Wylain subsidiary sells its products under the Weil-McLain and Williamson-ThermofloSolar Products brands.
Detection and Measurement Reportable SegmentSegment
Our Detection and Measurement reportable segment had revenues of $387.3, $384.9$618.9, $547.1, and $320.9$467.4 in 2020, 20192023, 2022 and 2018,2021, respectively, and backlogbacklog of $89.3$244.5 and $76.4$251.0 as of December 31, 20202023 and 2019,2022, respectively. Approximately 81%76% of the segment’s backlog as of December 31, 20202023 is expected to be recognized as revenue during 2021.2024. The segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, bus fare collectiontransportation systems, communication technologies, and obstruction lighting.aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base with a strong presence in North America, Europe, Africa and Asia Pacific.Asia. Core brands for our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Warren G-V,Riser Bond, Cues, ULC Robotics, and Sensors & Software. Our bus fare collectiontransportation systems communication technologies, and obstruction lighting are sold under the Genfare TCI, Flash Technology and Sabik Marine brand, names, respectively.
Engineered Solutions Reportable Segment
Our Engineered Solutions reportable segment had revenues of $577.5, $548.9 and $537.0 in 2020, 2019 and 2018, respectively, and backlog of $353.4 and $373.4 as of December 31, 2020 and 2019, respectively. Approximately 88% of the segment’s backlog as of December 31, 2020 is expected to be recognized as revenue during 2021. The segment engineers, designs, manufactures, installs and services transformers for the power transmission and distribution market, as well as process cooling equipment for the industrial and power generation markets. The primary distribution channels for the segment’s products are direct to customers and third-party representatives. The segment has a strong presence in North America.
We sell transformers under the Waukesha brand name. Typical customers for this product line are publicly and privately held utilities. Our process coolingour communication technologies products are sold under the brand names of SPX CoolingTCI and Marley.
Other
Our DBT operating segment had revenues of $4.0, $(6.1)ECS brands, and $72.6 in 2020, 2019our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and 2018, respectively, and backlog of $3.7 and $7.4 as of December 31, 2020 and 2019, respectively. DBT engineers, designs, manufactures, installs, and services equipment for the industrial and power generation markets, with its efforts focused primarily on two large power projects in South Africa that are in the final stages of completion (see Note 15 to our consolidated financial statements for additional details).Avlite brands.
Acquisitions
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material.
As previously indicated, we acquired ULCIngénia in 2024, TAMCO and Sensors & SoftwareASPEQ in 2020, Sabik, SGS,2023, ITL in 2022, and Patterson-KelleySealite, ECS, and Cincinnati Fan in 2019, and Schonstedt and Cues in 2018.2021.
Divestitures
We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be material. There were no divestituresmaterial. As previously indicated, the divestiture of businessesthree wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, was completed in 2020, 2019 or 2018.2022 and the divestiture of Transformer Solutions was completed in 2021. As previously indicated, we completed the wind-down of our DBT and Heat Transfer businessbusinesses in the fourth quarterquarters of 2021 and 2020, and, as such, the business is now being reported as a discontinued operation for all periods presented.
res
International Operations
We are a multinational corporationcorporation with operations in over 15 countries.countries. Sales outside the United States were $196.4, $144.8$287.1, $237.4 and $221.0$228.0 in 2020, 20192023, 2022 and 2018,2021, respectively.
See Note 7 to our consolidated financial statements for more information on our international operations. Research and Development
We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and develop new products to better serve our current and future customers. These efforts encompass certain of our products with divisional engineering teams coordinating their resources. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.
Patents/Trademarks
We own 197160 domestic and 214360 foreign patents (comprising 186140 patent “families”) (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 2313 patents that were issued in 2020,2023, covering a variety of our products and manufacturing methods. We also own a number of registeredregistered trademarks. Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted. We are both a licensor and licensee of patents. For more information, please refer to “Risk Factors.”
Outsourcing and Raw Materials
We manufacture many of the components used in our products; however, our strategy includes outsourcing certain components and sub-assemblies to other companies where strategically and economically beneficial. In instances where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure. In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers.customers on a timely basis or at all. We believe that we generally will be able to continue to obtain adequate supplies of key products, components or appropriate substitutes at reasonable costs.
We are subject to increases in the prices of many of our key raw materials, including petroleum-based products steel and copper.steel. In recent years, we have generally been able to offset increases in raw material costs.costs through corresponding product pricing actions. Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations. We use forward contracts to manage our exposure on forecasted purchases of commodity raw materials (“commodity contracts”). See Note 14 to our consolidated financial statements for further information on commodity contracts.
Due to our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.
For information regarding supply chain disruptions and labor shortages refer to “MD&A - Supply Chain Disruptions, Labor Shortages, and Cost Increases.”
Competition
Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors as they apply to the various products and services offered. See “Reportable Segments and Other Operating Segment” above for a discussion of our competitors.
Environmental Matters
Human Capital Resources
At December 31, 2020,2023, we had approximately 4,5004,100 employees, with approximately 3,9003,300 employed in the United States. We also leverage temporary workers to provide flexibility for our business and manufacturing needs. EightSix domestic collective bargaining agreements cover approximately 1,100460 of our employees. In addition, we have various collective labor arrangements covering certain of our non-U.S. employee groups. While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes.
We believe that our future success largely depends uponis impacted by our continued ability to attract and retain highly skilled employees. As such, we strive to provide an environment where employees are developed and provided challenging career growth opportunities, and know their inputs and contributions are appreciated.opportunities. We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are competitive with the market and choices designed to reward employees and assist them in managing their well-being. Together, these opportunities present significant growth potential for employees, both financiallyWe have focused many of our policies and professionally.programs to provide increased flexibility and work-life balance to our team members.
As part of our focus on building and sustaining a highly capable, engaged and motivated workforce that has the ability to deliver on the current and future requirements of the company,Company, we continue to advance our talent management framework, known as RiSE, which helps us Reach, Identify, Strengthen, and Engage our workforce. Recent areasIn 2023, we continued deployment of focus include:our Frontline Leader Program and have now trained more than 240 leaders in the graduationfundamentals of a new cohort fromeffective leadership, communication, and team development. We also continue expanding the strength of our executivemost senior leaders through our Executive Leadership Development Program that has been conducted for three cohorts. Additionally, in 2023 we implemented the final piece to our leadership development program with the introduction of a new course supporting our frontline leaders’ development, and the expansionlaunch of our talent review and succession planning programs. We also were able to successfully pivot manyMid-level Program, “Amplified Leadership,” graduating 44 leaders. Further, we expanded the use of our educationonline learning platform and offered several facilitated courses on focused topics, including training programsover 100 leaders on having “Better Conversations Every Day” with their teams.
At the beginning of 2023, we launched our updated Global Employee Survey with over 90% employee participation. This annual survey captures employee feedback on topics related to an online format in responseEngagement and Diversity & Inclusion. The results of the survey informed discussions about what is most important to the COVID-19 pandemic. We anticipate that we will incorporate the online approach into our training offerings going forward, as this format allows expanded participationemployees and permits broader, time-flexible development.helped us develop action plans to focus on those priorities.
During 2020, there was significant2023, we continued our focus on enhancing our Diversity & Inclusion programs aimed at ensuring that we provide an inclusive environment where everyone feelsall employees feel valued and respected. We targeted engagement, as well as educationcontinued our annual leader training, engaging just under 600 people-leaders on techniques to have effective conversations on diversity and training efforts, which focused on creating awareness and expanding understanding and changing behaviors. We also formed a Diversity & Inclusion Council, which is comprised of several senior leaders from across the enterprise and is led by our CEO. In addition, we developed networking and action groups, comprised of dozens of “Ambassadors” from across the company. These groups have been asked to participate in the development and implementation of strategy and programming to ensure that the actions we take drive meaningful and impactful results for our employees.inclusion. We believe that through education and trainingthese efforts we can unlock greater potential, andprovide new opportunities for our employees, and benefit from diverse backgrounds and points of view. Valuing diversity and inclusion is, and will be, an on-going part of the culture we are continuously working to strengthen.
Other Matters
No customer or group of customers that, to our knowledge, are under common control accounted for more than 10%10% of our consolidated revenues for any period presented.
Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses’ sales and payment terms are generally similar to those of our competitors.
Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the year.
Our website address is www.spx.com. Information on our website is not incorporated by reference herein. We file reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and certain amendments to these reports. Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A. Risk Factors
(All currency and share amounts are in millions)
You should consider the risks described below and elsewhere in our documents filed with the SEC before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.
Risks Related to our Markets and Customers
Many of the COVID-19 Pandemicmarkets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.
Many of the markets in which we operate are subject to general economic cycles or industry events. In addition, certain of our businesses are subject to market-specific cycles.
Furthermore, contract timing on projects, including those relating to communication technologies, transportation systems, aids to navigation products, and process cooling systems and towers may cause significant fluctuations in revenues and profits from period to period.
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our other businesses. Downturns in the business cycles of our different operations may occur at the same time, which could exacerbate any adverse effects on our business. In addition, certain of our businesses have seasonal and weather-related fluctuations, particularly within certain of our heating products businesses within our HVAC reportable segment. Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments.”
Our business depends on capital investment and maintenance expenditures by our customers.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior. Although no one customer accounted for more than 10% of our consolidated revenues, many of our businesses derive revenues from large projects or key customer relationships and any of the aforementioned factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
Our customers have been and could be impacted by commodity availability and prices.
A number of factors outside our control, including fluctuating commodity prices, impact the demand for our products. Increased commodity prices, including as a result of new or increased tariffs or the impact of new trade laws, may increase our customers’ cost of doing business, thus causing them to delay or cancel large capital projects.
On the other hand, declining commodity prices may cause our customers to delay or cancel projects relating to the production of such commodities.Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. Reduced demand may also erode average selling prices in the relevant market.
We operate in highly competitive markets. Our failure to compete effectively could harm our business.
We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or other incentives that we cannot or will not match. These competitors may be in a stronger position to respond quickly to new or emerging technologies and may be able to undertake more extensive marketing campaigns and make more attractive offers to potential customers, employees and strategic partners. In addition, competitive environments in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and
domestic and global economic conditions. To remain competitive, we need to invest in manufacturing, marketing, customer service and support, and our distribution networks. No assurances can be made that we will have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.
Our business with various governments is subject to government contracting risks.
Our business with government agencies, including sales to prime contractors that supply these agencies, is subject to government contracting risks. U.S. and other government contracts are subject to termination by the government, either for the convenience of the government or for default as a result of our failure to perform under the applicable contract. If terminated by the government as a result of our default, we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. In addition, if we or one of our divisions were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings. If convicted or found liable, the U.S. government could subject us to fines, penalties, repayments and treble and other damages, and/or bar us from bidding on or receiving new awards of U.S. government contracts and void any contracts found to be tainted by fraud. The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.
Risks Related to our Suppliers and Vendors
The COVID-19 pandemicprice and availability of raw materials and components has had, and may adversely affect our business.
We are exposed to a variety of risks relating to the price and availability of raw materials and components. In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors. Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced. We are subject to, or may enter into, long-term supplier contracts that may increase our exposure to pricing fluctuations.
The fact that we outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could continue to have ana material adverse impact on our business.operations.
In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to the interruption of our ability to obtain outsourced products or services and ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.
Risks Related to Our Manufacturing and Operations
Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
A portion of our revenues and earnings is generated through fixed-price contracts. We recognize revenues for certain of these contracts over time whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project.
Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.
To the extent that we underestimate the remaining cost to complete a project, we may overstate the revenues and profit in a particular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the
other party. Because some of our contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
Our operations are at risk of damage, destruction or disruption by natural disasters and other unexpected events.
The loss of, or substantial damage to, one or more of our facilities, our information system infrastructure or the facilities of our suppliers could make it difficult to manufacture our products and fulfill customer orders. Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or outbreaks, epidemics or pandemics of infectious diseases (such as the recent COVID-19 pandemic) could adversely impact our operations.
Risks Related to Acquisitions and Dispositions
Acquisitions involve a number of risks and present financial, managerial and operational challenges.
During March 2020,Our recent and future acquisitions involve a number of risks and may present financial, managerial and operational challenges, including:
•Adverse effects on our reported operating results due to charges to earnings, including potential impairment charges associated with goodwill and other intangibles;
•Diversion of management attention from core business operations;
•Integration of technology, operations, personnel and financial and other systems;
•Increased expenses;
•Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
•Assumption of known and unknown liabilities and exposure to litigation;
•Increased levels of debt or dilution to existing stockholders;
•Potential disputes with the sellers of acquired businesses; and
•Potential cybersecurity risks, as acquired systems may not possess the appropriate security measures.
We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.
In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.
Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our failure to successfully complete acquisitions could negatively affect us.
We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business beganareas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.
We may not achieve the expected cost savings and other benefits of our acquisitions.
We strive for and expect to experienceachieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, (iii) restructuring and repositioning sales and marketing organizations to eliminate redundancies, and (iv) achieving anticipated revenue synergies. Cost savings expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot assure you that we will achieve expected, or any, cost savings in connection with an acquisition. In addition, we cannot assure you that unforeseen factors will not offset the adverse impactsestimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.
Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Our dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the COVID-19 pandemic,disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions. See “Business,” “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures.
We have divested a number of businesses, including the Spin-Off in 2015. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, tax liabilities, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of the businesses for certain activities prior to the divestitures. In addition, certain of the counterparties to those divestitures and/or the divested businesses have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties or divested businesses will be sufficient to protect us against the full amount of these liabilities, or that a modestcounterparty or divested business will be able to fully satisfy its obligations. Third parties also could seek to hold us responsible for any of the liabilities that a counterparty or divested business agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.
Risks Related to Macro-Economic, Domestic and World Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our consolidated financial results for year ended December 31, 2020.business. In response,addition, we could face material costs and risks if it is determined that we have takenfailed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, which could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses’ plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2023, approximately 84% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number stepsof risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, protector the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our employees,cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of
embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and business, including:upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
•Downturns in global economies could negatively impact our results of operations and prospects.The implementationIn addition, economic instabilities resulting from geopolitical activities, including instabilities associated with the armed conflict in Ukraine, and the imposition of a COVID-19 task force, which, amonggovernmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other things, is monitoringnations, could negatively impact our results of operations and prospects.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the impactsextent we generate revenues outside of the COVID-19 pandemic onUnited States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a regular basis;number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•The adoption of practices that promote social distancing and prevent the spread of the COVID-19 pandemic (e.g., visitor access restrictions at our facilities, the use of masks and, in most cases, temperature checks at our facilities, remote work arrangements where feasible, staggered work shifts, travel restrictions, etc.);Local customers may have a preference for locally-produced products;
•Enhanced workplace hygieneCredit risk or financial condition of local customers and sanitary processes atdistributors could affect our facilities;ability to market our products or collect receivables;
•Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities, including armed conflicts, could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Modified/enhanced employee benefits to better support employee needs inPublic health crises, including the current environment.outbreak of a pandemic or other contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom and China or affecting the movement of people and products into and from these countries to our major markets, could continue tohave a significant negative effect on our operations.
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and consolidated financial results during 2021 and we are unable to determine the extent, duration, or nature at this time. The intensity, duration and governmental response to the pandemic, as well as the pace of vaccination efforts, are all highly uncertain and could contribute to the ultimate impact on our business. Specifically, the COVID-19 pandemic could impact:operations.
•Our customers’ ability to access credit and to pay amounts due to us;
•Our distributors’ ability to perform;
•Our suppliers’ ability to perform and the availability of materials and subcontractors’ services; and
•Our ability to:
◦Access credit;
◦Meet contractual deadlines with customers, which could resultThere is growing concern that increases in delays in payments from customers and customers possibly seeking delay damages;
◦Complete acquisitions due to potential adverse impacts on targeted businesses or product lines; and
◦Meet the financial covenants under our senior credit and other debt agreements.
The impact of the COVID-19 pandemic could also result in:
•A prolonged reduction in the demand for certain of our products;
•A prolonged shut-down of one or more of our facilities either due to exposure to the COVID-19 pandemic or to further restrictive government orders;
•Disruptions in our supply chain or increased costs for certain components or commodities;
•Asset impairment charges;
•A loss of productivity, greater cybersecurity risk and other fraud risks, and difficulties in maintaining internal controls over financial reporting due to the impact of employees working remotely;
•An adverse impact to the funded status of our defined benefit pension plans, which could result in (i) a material charge during the fourth quarter of 2021 and (ii) on a longer-term, additional funding requirements for the plans;
•The diversion of management’s attention from core business operations; and
•Restructuring charges if we decide to reduce headcountglobal average temperatures as a result of a declineincreased concentration of carbon dioxide and other greenhouse gases in customer demand.
Anythe atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations. Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants and the products we manufacture, particularly in the HVAC reportable segment, use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Additionally, many of the above risksproducts we manufacture in the HVAC reportable segment use natural gas or oil as a fuel source and may be subject to increasing regulatory restrictions aimed at “de-carbonization” or the elimination of such fuel sources. Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive. In addition, the impacts of climate change and legal or regulatory initiatives to address climate change could have a materiallong-term adverse impact on our business and consolidatedresults of operations. If we fail to achieve or improperly report on our progress on environmental and sustainability programs and initiatives or fail to develop product improvements to satisfy developing energy-efficiency targets, the results could have an adverse impact on our business, results of operations and financial results.condition.
Failure to meet evolving expectations for reporting on environmental, social, and governance (“ESG”) matters could adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative customer perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on such matters and events that give rise to actual, potential, or perceived sustainability, social responsibility and similar concerns could hurt our reputation, result in lost sales, cause our customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of our customers. Furthermore, costs associated with responding to ESG related laws, regulations, or customer requirements may have an adverse impact on our business, financial condition and results of operations and cash flows.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) systems and networks, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, ransomware, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results,
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Operation on multiple Enterprise Resource Planning (“ERP”) information systems and other applications may negatively impact our operations and internal control environment.
We are highly dependent on our information systems infrastructure to prepare customer quotes, process orders, purchase materials, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain internal controls, produce financial data, and otherwise carry on our businesses in the ordinary course. From time to time we also undertake projects to implement new, or update existing, ERP systems and other applications. While we believe we have the experience, skill and management abilities, as well as access to the necessary experts and consultants, to plan and execute these projects without significant disruption to our businesses, ERP and other application implementations and updates are very complex and inherently subject to risks and uncertainty. There is no assurance that the projects will succeed or that failures in the design, programming, software or implementation of these projects will not cause significant disruption to our businesses. Such a disruption could cause project cost overruns, which may be significant, losses in revenue, increases in operating costs, and reduced customer satisfaction, all of which would lead to a decline in profitability over the short term and possibly the long term. In addition, as the Company continues to pursue inorganic growth opportunities through acquisitions, our inability to properly assess the acquired ERP systems and other applications and, where necessary, implement upgrades or replacements, may prevent us from maximizing the value and realizing the synergies of those newly acquired businesses and ensuring the operating effectiveness of our internal control processes.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to Contingent Liabilitiesour Suppliers and Vendors
We are subjectexposed to various claims, disputes, enforcement actions, litigation, arbitrationa variety of risks relating to the price and other legal proceedingsavailability of raw materials and components. In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to two large power projects in South Africa that could ultimately be resolved against us.
Since 2008, DBT has been executing contracts on two large power projects in South Africa (Kusile and Medupi). Over such time, the business environment surrounding these projects has been difficult, as DBT, along with many other contractors on the projects, have experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers. DBT is currently involved in a number of claims relating to these challenges and may be subject to other claims, which could be significant. We cannot give assurance that these claims and the costs to assert our claims and defend claims against us will not have a material adverse effect on our financial position, results of operations, or cash flows. See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
We are subject to potential liability relating to claims, complaints and proceedings, including those relating to asbestos, environmental, product liability and other matters.
We are subject to various laws, ordinances, regulations and other requirements of government authorities in the United States and other nations. Additionally, changes in laws, ordinances, regulations, or other governmental policies may significantly increase our expenses and liabilities.
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 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). Periodically, claims, complaints and proceedings arising other than in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (e.g. patent infringement), including claims with respect to businesses that we have acquired for matters arising before the relevant date of the acquisition. From time to time, we face actions by governmental authorities, both in and outside the United States. 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. Our insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.
The liabilities we record for asbestos product liability matters are based on a number of assumptions, including historical claims and payment experience and actuarial estimates of the future period during which additional claims are reasonably foreseeable. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future,supply chain disruptions, including as a result of our change in relevant assumptions, which could result in material charges to earnings. In addition, a significant increase in claims, costs, and/or issues with existing insurance coverage could have a material adverse impact on our financial position, results of operations and cash flows.
We face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and thepublic health and safety of our employees. We may be liable for the costs of investigation, removal, or remediation of hazardous substances or petroleum products on, under, or in our current or formerly owned or leased properties, or from third-party disposal facilities that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The presence of, or failure to properly remediate, these substances may have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on the ability to sell or rent affected property or to borrow funds using affected property as collateral. New or existing environmental matters or changes in environmental laws or policies could lead to material costs for environmental compliance or cleanup. In addition, environmentally related product regulations are growing globally in number and complexity and could contribute to increased costs with respect to disclosure requirements, product sales and distribution related costs, and post-sale recycling and disposal costs. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows.
We devote significant time and expense to defend against the various claims, complaints, and proceedings brought against us. In addition, from time to time, we bring actions to enforce our rights against customers, suppliers, insurers, and other third
parties. We cannot assure you that the expenses or distractions from operating our businesses arising from these defenses and actions will not increase materially.
We cannot assure you that our accruals and right to indemnity and insurance will be sufficient, that recoveries from insurance or indemnification claims will be available or that any of our current or future claimscrises, geopolitical events or other matters will not have a material adverse effect on our financial position, results of operations, or cash flows.
See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
Risks Related to our Markets and Customers
Many of the markets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.
Many of the markets in which we operate are subject to general economic cycles or industry events. In addition, certain of our businesses are subject to market-specific cycles.
Furthermore, contract timing on projects, including those relating to power transmission and distribution systems, communication technologies, fare collection systems, and process cooling systems and towers may cause significant fluctuations in revenues and profits from period to period.
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our other businesses. Downturnsfactors. Increases in the business cyclesprices of our different operations may occur at the same time, which could exacerbate any adverse effects on our business. In addition, certain of our businesses have seasonalraw materials and weather-related fluctuations. Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments and Other Operating Segment.”
Our business depends on capital investment and maintenance expenditures by our customers.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior. Any of these factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
Our customers have been and could be impacted by commodity availability and prices.
A number of factors outside our control, including fluctuating commodity prices, impact the demand for our products. Increased commodity prices,components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced. We are subject to, or may enter into, long-term supplier contracts that may increase our customers’ costexposure to pricing fluctuations.
The fact that we outsource various elements of doing business, thus causing them to delay or cancel large capital projects.
On the other hand, declining commodity prices may cause our customers to delay or cancel projects relating to the production of such commodities.Reduced demand for our products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could result inhave a material adverse impact on our operations.
In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the delayrisk of customer dissatisfaction with the quality or cancellationperformance of existing ordersthe products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to excess manufacturing capacity, which unfavorably impacts our absorptionthe interruption of fixed manufacturing costs. Reduced demand may also erode average selling prices in the relevant market.
We operate in highly competitive markets. Our failure to compete effectively could harm our business.
We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additionalobtain outsourced products or services or a more attractive mix ofand ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.
Risks Related to Our Manufacturing and Operations
Cost overruns, inflation, delays and other incentivesrisks could significantly impact our results, particularly with respect to fixed-price contracts.
A portion of our revenues and earnings is generated through fixed-price contracts. We recognize revenues for certain of these contracts over time whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project.
Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.
To the extent that we cannot or will not match. These competitorsunderestimate the remaining cost to complete a project, we may beoverstate the revenues and profit in a stronger positionparticular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to respond quicklytimely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to new or emerging technologies and may be able to undertake more extensive marketing campaigns and make more attractive offers to potential customers, employees and strategic partners. In addition, competitive environments in slow-growth markets, to which somethe satisfaction of our businesses have exposure, have been inherently more influenced by pricing and domestic and global economic conditions. To remain competitive, we need to invest in manufacturing,the
marketing,other party. Because some of our contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
Our operations are at risk of damage, destruction or disruption by natural disasters and other unexpected events.
The loss of, or substantial damage to, one or more of our facilities, our information system infrastructure or the facilities of our suppliers could make it difficult to manufacture our products and fulfill customer orders. Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or outbreaks, epidemics or pandemics of infectious diseases (such as the recent COVID-19 pandemic) could adversely impact our operations.
Risks Related to Acquisitions and Dispositions
Acquisitions involve a number of risks and present financial, managerial and operational challenges.
Our recent and future acquisitions involve a number of risks and may present financial, managerial and operational challenges, including:
•Adverse effects on our reported operating results due to charges to earnings, including potential impairment charges associated with goodwill and other intangibles;
•Diversion of management attention from core business operations;
•Integration of technology, operations, personnel and financial and other systems;
•Increased expenses;
•Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
•Assumption of known and unknown liabilities and exposure to litigation;
•Increased levels of debt or dilution to existing stockholders;
•Potential disputes with the sellers of acquired businesses; and
•Potential cybersecurity risks, as acquired systems may not possess the appropriate security measures.
We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.
In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.
Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our failure to successfully complete acquisitions could negatively affect us.
We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.
We may not achieve the expected cost savings and other benefits of our acquisitions.
We strive for and expect to achieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, (iii) restructuring and our distribution networks. No assurances can be maderepositioning sales and marketing organizations to eliminate redundancies, and (iv) achieving anticipated revenue synergies. Cost savings expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot assure you that we will achieve expected, or any, cost savings in connection with an acquisition. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.
Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Our dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions. See “Business,” “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures.
We have divested a number of businesses, including the Spin-Off in 2015. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, tax liabilities, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of the businesses for certain activities prior to the divestitures. In addition, certain of the counterparties to those divestitures and/or the divested businesses have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties or divested businesses will be sufficient resources to continueprotect us against the full amount of these liabilities, or that a counterparty or divested business will be able to makefully satisfy its obligations. Third parties also could seek to hold us responsible for any of the investmentliabilities that a counterparty or divested business agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to maintainbear these losses ourselves.
Risks Related to Macro-Economic, Domestic and World Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, which could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses’ plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2023, approximately 84% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of
embargoes and foreign trade restrictions by the United States could adversely affect the market sharefor our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Downturns in global economies could negatively impact our results of operations and prospects.In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with the armed conflict in Ukraine, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other nations, could negatively impact our results of operations and prospects.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•Local customers may have a preference for locally-produced products;
•Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;
•Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities, including armed conflicts, could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Public health crises, including the outbreak of a pandemic or other contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom and China or affecting the movement of people and products into and from these countries to our major markets, could have a significant negative effect on our operations.
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
There is growing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations. Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our investments willmanufacturing plants and the products we manufacture, particularly in the HVAC reportable segment, use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Additionally, many of the products we manufacture in the HVAC reportable segment use natural gas or oil as a fuel source and may be successful.subject to increasing regulatory restrictions aimed at “de-carbonization” or the elimination of such fuel sources. Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive. In addition, the impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. If we do not compete successfully,fail to achieve or improperly report on our progress on environmental and sustainability programs and initiatives or fail to develop product improvements to satisfy developing energy-efficiency targets, the results could have an adverse impact on our business, results of operations and financial condition.
Failure to meet evolving expectations for reporting on environmental, social, and governance (“ESG”) matters could adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative customer perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on such matters and events that give rise to actual, potential, or perceived sustainability, social responsibility and similar concerns could hurt our reputation, result in lost sales, cause our customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of our customers. Furthermore, costs associated with responding to ESG related laws, regulations, or customer requirements may have an adverse impact on our business, financial condition and results of operations and cash flowsflows.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) systems and networks, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, ransomware, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results,
and financial condition could be materially adversely affected if, as a result of a significant cyber event or otherwise, our operations or industrial processes are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; the performance or security of our cloud-based product offerings is impacted; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Operation on multiple Enterprise Resource Planning (“ERP”) information systems and other applications may negatively impact our operations and internal control environment.
We are highly dependent on our information systems infrastructure to prepare customer quotes, process orders, purchase materials, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain internal controls, produce financial data, and otherwise carry on our businesses in the ordinary course. From time to time we also undertake projects to implement new, or update existing, ERP systems and other applications. While we believe we have the experience, skill and management abilities, as well as access to the necessary experts and consultants, to plan and execute these projects without significant disruption to our businesses, ERP and other application implementations and updates are very complex and inherently subject to risks and uncertainty. There is no assurance that the projects will succeed or that failures in the design, programming, software or implementation of these projects will not cause significant disruption to our businesses. Such a disruption could cause project cost overruns, which may be significant, losses in revenue, increases in operating costs, and reduced customer satisfaction, all of which would lead to a decline in profitability over the short term and possibly the long term. In addition, as the Company continues to pursue inorganic growth opportunities through acquisitions, our inability to properly assess the acquired ERP systems and other applications and, where necessary, implement upgrades or replacements, may prevent us from maximizing the value and realizing the synergies of those newly acquired businesses and ensuring the operating effectiveness of our internal control processes.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to our Suppliers and Vendors
The price and availability of raw materials and components has and may adversely affect our business.
We are exposed to a variety of risks relating to the price and availability of raw materials and components. In recent years, we have faced volatility in the prices of many key raw materials (e.g., copper, steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs.tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors. Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced. We are subject to, or may enter into, long-term supplier contracts that may increase our exposure to pricing fluctuations.
The fact that we outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.
In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to the interruption of our ability to obtain outsourced products or services and ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) networks and systems, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication and we have detected numerous attempts to compromise the security of our IT systems. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results, and financial condition could be materially adversely affected if, as a result of a significant cyber event or otherwise, our operations are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; the performance or security of our cloud-based product offerings is impacted; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate
significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to Our Manufacturing and Operations
Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
A portion of our revenues and earnings is generated through fixed-price contracts, particularly within our Engineered Solutions reportable segment.contracts. We recognize revenues for certain of these contracts over-timeover time whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project.
Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.
To the extent that we underestimate the remaining cost to complete a project, we may overstate the revenues and profit in a particular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the
other party. Because some of our contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
Our current and planned products may contain defectsoperations are at risk of damage, destruction or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
We cannot assure you that our product development, manufacturing and integration testing will be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us with regard to our products. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in products that are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actionsdisruption by our customers or our customers’ end usersnatural disasters and other losses to us or to any of our customers or end users, and could also result in theunexpected events.
The loss of, or delay in market acceptancesubstantial damage to, one or more of our products and loss of sales, which would harmfacilities, our business and adversely affect our revenues, profitability and cash flows.
Risks Related to Macro-Economic, Domestic and World Political Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we areinformation system infrastructure or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operationfacilities of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, whichsuppliers could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2020, approximately 87% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of embargoes and foreign trade restrictions, including antidumping duties on transformers, by the United States could adversely affect the market for our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses add cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Downturns in global economies could negatively impact our performance or any expectations in reporting performance.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases exposes us to a number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•Local customers may have a preference for locally-produced products;
•Credit risk or financial condition of local customers and distributors could affect our ability to marketmanufacture our products and fulfill customer orders. Severe weather events (such as flooding, tornadoes or collect receivables;
•Regulatoryhurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or political systemsoutbreaks, epidemics or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, includingpandemics of infectious diseases (such as the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currencyrecent COVID-19 pandemic) could adversely impact our revenues and operations;
•The United Kingdom’s exit from the European Union (commonly referred to as “Brexit”) has contributed to, and may continue to contribute to, economic, currency, market and regulatory uncertainty in the United Kingdom and European Union and could adversely affect economic, currency, market, regulatory, or political conditions both in those regions and worldwide;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses add cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Public health crises, including the outbreak of a pandemic or contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom, China, and South Africa or affecting the movement of people and products into and from these countries to our major markets, could have a significant negative effect on our operations.
Risks Related to Acquisitions and Dispositions
Acquisitions involve a number of risks and present financial, managerial and operational challenges.
Our recent and future acquisitions involve a number of risks and may present financial, managerial and operational challenges, including:
•Adverse effects on our reported operating results due to charges to earnings, including potential impairment charges associated with goodwill and other intangibles;
•Diversion of management attention from core business operations;
•Integration of technology, operations, personnel and financial and other systems;
•Increased expenses;
•Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
•Assumption of known and unknown liabilities and exposure to litigation;
•Increased levels of debt or dilution to existing stockholders;
•Potential disputes with the sellers of acquired businesses; and
•Potential cybersecurity risks, as acquired systems may not possess the appropriate security measures.
We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.
In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.
Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our failure to successfully complete acquisitions could negatively affect us.
We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.
We may not achieve the expected cost savings and other benefits of our acquisitions.
We strive for and expect to achieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, (iii) restructuring and repositioning sales and marketing organizations to eliminate redundancies, and (iv) achieving anticipated revenue synergies. Cost savings expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot assure you that we will achieve expected, or any, cost savings in connection with an acquisition. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.
Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Our dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share. In addition, we have agreed to retain certain liabilities in connection with the disposition of certain businesses, including the Balcke Dürr business. These liabilities may be significant and could negatively impact our business.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions. See “Business,” “MD&A - Results of Discontinued Operations,” and NotesNote 4 and 17 to our consolidated financial statements for the status of our divestitures.
We have divested a number of businesses, including the Spin-Off in 2015. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, tax liabilities, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of the businesses for certain activities prior to the divestitures. In addition, certain of the counterparties to those divestitures and/or the divested businesses have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties or divested businesses will be sufficient to protect us against the full amount of these liabilities, or that a counterparty or divested business will be able to fully satisfy its obligations. Third parties also could seek to hold us responsible for any of the liabilities that a counterparty or divested business agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.
Risks Related to Macro-Economic, Domestic and World Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including liabilities retainedU.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, which could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses’ plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2023, approximately 84% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of
embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Downturns in global economies could negatively impact our results of operations and prospects.In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with the armed conflict in Ukraine, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other nations, could negatively impact our results of operations and prospects.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•Local customers may have a preference for locally-produced products;
•Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;
•Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities, including armed conflicts, could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Public health crises, including the outbreak of a pandemic or other contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom and China or affecting the movement of people and products into and from these countries to our major markets, could have a significant negative effect on our operations.
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
There is growing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations. Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants and the products we manufacture, particularly in the HVAC reportable segment, use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Additionally, many of the products we manufacture in the HVAC reportable segment use natural gas or oil as a fuel source and may be subject to increasing regulatory restrictions aimed at “de-carbonization” or the elimination of such fuel sources. Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive. In addition, the impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. If we fail to achieve or improperly report on our progress on environmental and sustainability programs and initiatives or fail to develop product improvements to satisfy developing energy-efficiency targets, the results could have an adverse impact on our business, results of operations and financial condition.
Failure to meet evolving expectations for reporting on environmental, social, and governance (“ESG”) matters could adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative customer perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on such matters and events that give rise to actual, potential, or perceived sustainability, social responsibility and similar concerns could hurt our reputation, result in lost sales, cause our customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of our customers. Furthermore, costs associated with responding to ESG related laws, regulations, or customer requirements may have an adverse impact on our business, financial condition and results of operations and cash flows.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) systems and networks, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, ransomware, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results,
and financial condition could be materially adversely affected if, as a result of a significant cyber event or otherwise, our operations or industrial processes are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; the performance or security of our cloud-based product offerings is impacted; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs or are required to pay fines in connection with such dispositions.stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Operation on multiple Enterprise Resource Planning (“ERP”) information systems and other applications may negatively impact our operations and internal control environment.
We are highly dependent on our information systems infrastructure to prepare customer quotes, process orders, purchase materials, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain internal controls, produce financial data, and otherwise carry on our businesses in the ordinary course. From time to time we also undertake projects to implement new, or update existing, ERP systems and other applications. While we believe we have the experience, skill and management abilities, as well as access to the necessary experts and consultants, to plan and execute these projects without significant disruption to our businesses, ERP and other application implementations and updates are very complex and inherently subject to risks and uncertainty. There is no assurance that the projects will succeed or that failures in the design, programming, software or implementation of these projects will not cause significant disruption to our businesses. Such a disruption could cause project cost overruns, which may be significant, losses in revenue, increases in operating costs, and reduced customer satisfaction, all of which would lead to a decline in profitability over the short term and possibly the long term. In addition, as the Company continues to pursue inorganic growth opportunities through acquisitions, our inability to properly assess the acquired ERP systems and other applications and, where necessary, implement upgrades or replacements, may prevent us from maximizing the value and realizing the synergies of those newly acquired businesses and ensuring the operating effectiveness of our internal control processes.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to Contingent Liabilities
Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
We cannot assure you that our product development, manufacturing and integration testing will be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us with regard to our products. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in products that are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers or our customers’ end users and other losses to us or to any of our customers or end users, and could also result in the loss of or delay in
market acceptance of our products and loss of sales, which would harm our business and adversely affect our revenues, profitability and cash flows.
We are subject to potential liability relating to claims, complaints and proceedings, including those relating environmental, product liability and other matters.
We are subject to various laws, ordinances, regulations and other requirements of government authorities in the United States and other nations. Additionally, changes in laws, ordinances, regulations, or other governmental policies may significantly increase our expenses and liabilities.
Certain 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, environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Periodically, claims, complaints and proceedings arising other than in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (e.g. patent infringement), including claims with respect to businesses that we have acquired for matters arising before the relevant date of the acquisition. From time to time, we face actions by governmental authorities, both in and outside the United States. 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. Our insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.
We face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees. We may be liable for the costs of investigation, removal, or remediation of hazardous substances or petroleum products on, under, or in our current or formerly owned or leased properties, or from third-party disposal facilities that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The presence of, or failure to properly remediate, these substances may have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on the ability to sell or rent affected property or to borrow funds using affected property as collateral. New or existing environmental matters or changes in environmental laws or policies could lead to material costs for environmental compliance or cleanup. In addition, environmentally related product regulations are growing globally in number and complexity and could contribute to increased costs with respect to disclosure requirements, product sales and distribution related costs, and post-sale recycling and disposal costs. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows.
See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
Risks Related to Human Capital Resources
The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.
We are dependent on the continued services of our leadership team.teams. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of qualified managers or skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees. If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected.
We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
At December 31, 2020,2023, we had eightsix domestic collective bargaining agreements covering approximately 1,100460 of our over 4,5004,100 employees. ThreeFour of these collective bargaining agreements expire in 20212024 and are scheduled for negotiation and renewal. We also have various collectivecollective labor arrangements covering certain non-U.S. employee groups. We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.
Risks Related to Financial Matters
We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.
Our senior credit facilities and agreements governing our other indebtedness contain, or future or revised instruments may contain, various restrictions and covenants that limit our ability to incur additional indebtedness, grant liens, and make investments unless certain financial tests or other criteria are satisfied. We also must comply with certain specified financial ratios and tests. Our subsidiaries may also be subject to restrictions on their ability to make distributions to us. In addition, our senior credit facilities and agreements governing our other indebtedness contain or may contain additional affirmative and negative covenants. Material existing restrictions are described more fully in the “MD&A - Liquidity and Financial Condition - Senior Credit Facilities” and Note 13 to our consolidated financial statements. Each of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions.
If we do not comply with the covenants and restrictions contained in our senior credit facilities and agreements governing our other indebtedness, we could default under those agreements, and the debt, together with accrued interest, could be declared due and payable. If we default under our senior credit facilities, the lenders could cause all our outstanding debt obligations under our senior credit facilities to become due and payable or require us to repay the indebtedness under these facilities. If our debt is accelerated, we may not be able to repay or refinance our debt. In addition, any default under our senior credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If the indebtedness under our senior credit facilities is accelerated, we may not have sufficient assets to repay amounts due under our senior credit facilities or other debt securities then outstanding. Our ability to comply with these provisions of our senior credit facilities and agreements governing our other indebtedness will be affected by changes in the economic or business conditions or other events beyond our control. Complying with our covenants may also cause us to take actions that are not favorable to us and may make it more difficult for us to successfully execute our business strategy and compete, including against companies that are not subject to such restrictions.
A significant portion of our debt accrues interest at variable rates and increases in applicable benchmark interest rates could adversely affect our results of operations and cash flows.
Our profitability and cash flows may be adversely affected during any periods of unexpected or rapid increases in interest rates. We maintain a credit agreement with both term loan facilities and a revolving credit facility. Borrowings under these facilities accrue interest at either an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”) plus, in each case, an applicable margin based on our consolidated leverage ratio as defined in the credit agreement. A significant increase in Term SOFR or the other benchmark rates used in determining the alternative base rate would significantly increase our cost of borrowings. Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under the credit agreement, and our current or future indebtedness may be adversely affected. We are also exposed to risks if the U.S. Federal Reserve raises its benchmark interest rate, which may reduce the availability of, and increase the cost of, obtaining new debt and refinancing existing indebtedness.
For additional information related to this risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.”
Currency conversion risk could have a material impact on our reported results of business operations.
Our operating results are presented in U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar against other currencies in which we conduct business could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, including countries utilizing the Euro, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, the increased strength of the U.S. dollar could allow competitors with foreign-based manufacturing costs to sell their products in the U.S. at lower prices. Alternatively, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas.
Similarly, increased or decreased strength of the currencies of non-U.S. countries in which we manufacture will have a comparable effect against the currencies of other jurisdictions in which we sell. For example, our Radiodetection business manufactures a number of detection instruments in the United Kingdom and sells to customers in other countries, therefore increased strength of the British pound sterling will increase the effective price of these products sold in British pound sterling
into other countries; and decreased strength of British pound sterling could have a material adverse effect on the cost of materials and products purchased outside of the United Kingdom.
Credit and counterparty risks could harm our business.
The financial condition of our customers and distributors could affect our ability to market our products or collect receivables. In addition, financial difficulties faced by our customers may lead to cancellations or delays of orders.
Our customers may suffer financial difficulties that make them unable to pay for a project when completed, or they may decide not or be unable to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot assure you that expenses or losses for uncollectible amounts will not have a material adverse effect on our earnings and cash flows.
Commodity, currency and interest rate hedging activities may adversely impact our financial performance as a result of changes in relevant commodity prices, interest rates and currency rates.
We use derivative financial instruments in order to reduce the substantial effects of currency and commodity fluctuations and interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency and commodity forward contracts, currency swap agreements and currency option contracts, as well as interest rate swap agreements. We have entered into, and may continue to enter into, such hedging arrangements. By utilizing hedging instruments, we may forgo benefits that might result from fluctuations in currency exchange, commodity and interest rates. We are also exposed to the risk that counterparties to hedging contracts will default on their obligations. A default by such counterparties in performing their obligations under these hedging instruments could have an adverse effect on us.
Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows.
We are subject to taxation in various jurisdictions around the world. In preparing our financial statements, we provide for income taxes based on current tax laws and regulations and the estimated taxable income within each of these jurisdictions. Our income tax obligations, however, may be higher due to numerous factors, including changes in tax laws or regulations and the outcome of audits and examinations of our tax returns.
Officials in some of the jurisdictions in which we do business have proposed, or announced that they are reviewing, tax changes that could potentially increase taxes, and other revenue-raising laws and regulations, including those that may be enacted as a result of various OECD projects. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, could have a material impact on our financial position, results of operations, and cash flows.
As indicated in Note 12 to our consolidated financial statements, certain of our income tax returns are currently under audit. In connection with these and any future audits, there is a risk that we could be challenged by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns. Although we believe that current tax laws and regulations support our positions, there can be no assurance that tax authorities will agree with our positions. In the event tax authorities were to challenge one or more of our tax positions, an unfavorable outcome could have a material adverse impact on our financial position, results of operations, and cash flows.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangible assets of the respective reporting unit, a material non-cash charge to earnings could result.
At December 31, 2023, we had goodwill and other intangible assets, net, of $1,385.6. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying value of goodwill and indefinite-lived intangible assets. In addition, we review goodwill and indefinite-lived intangible assets for impairment more frequently if impairment indicators arise. If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangible assets, we may be required to record a material non-cash charge to earnings.
The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost reduction initiatives, capacity utilization, and assumptions for inflation and foreign currency changes. We monitor impairment indicators across all of our businesses. Significant changes in market conditions and estimates or judgments used to determine expected future cash
flows that indicate a reduction in carrying value may give, and have given, rise to impairments in the period that the change becomes known.
Cost reduction actions may affect our business.
Cost reduction actions often result in charges against earnings. These charges can vary significantly from period to period and, as a result, we may experience fluctuations in our reported net income and earnings per share due to the timing of cost reduction actions.
Changes in key estimates and assumptions related to our defined benefit pension and postretirement plans, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2023, our net liability to these plans was $100.1. The determination of funding requirements and pension expense or income associated with these plans involves significant judgment, particularly with respect to discount rates, long-term trends of future costs and other actuarial assumptions. If our assumptions change significantly due to changes in economic, legislative and/or demographic experience or circumstances, our pension and other benefit plans’ expense, funded status and our required cash contributions to such plans could be negatively impacted. In addition, returns on plan assets could have a material impact on our pension plans’ expense, funded status and our required contributions to the plans. Changes in regulations or law could also significantly impact our obligations. For example, see “MD&A - Critical Accounting Estimates” for the impact that changes in certain assumptions used in the calculation of our costs and obligations associated with these plans could have on our results of operations and financial position.
Our incurrence of additional indebtedness may affect our business and may restrict our operating flexibility.
At December 31, 2020,2023, we had $412.4ad $558.3 in total indebtedness. On that same date, we had $302.9 ofhad $489.2 of available borrowing capacity under our revolving credit facilities, after givinggiving effect to $17.3$10.8 reserved for outstanding letters of credit and $129.8 of borrowings under the revolving credit agreement, and $11.5 of available borrowing capacity under our trade receivables financing arrangement.credit. In addition, at December 31, 2020,2023, we had $11.0$13.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $89.0 reserved$11.6 reserved for outstanding letters of credit. At December 31, 2020,2023, our cash and equivalents balance was $68.3.was $104.9. See “MD&A - Liquidity and Financial Condition - Borrowings” and Note 13 to our consolidated financial statements for further discussion. We may incur additional indebtedness in the future, including indebtedness incurred to finance, or assumed in connection with, acquisitions. We may renegotiate or refinance our senior credit facilities or other debt facilities, or enter into additional agreements that have different or more stringent terms. TheIncreases in the level of our indebtedness relative to our cash balances could:
•Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all;
•Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions;
•Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions;
•Limit our ability to pay dividends on our common stock in the future;
•Coupled with a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business, make it difficult to meet debt service requirements; and
•Expose us to interest rate fluctuations to the extent existing borrowings are, and any new borrowings may be, at variable rates of interest, which could result in higher interest expense and interest payments in the event of increases in interest rates.
Our ability to make scheduled payments of principal or pay interest on, or to refinance, our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, we cannot assure you that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, whether in the ordinary course of business or upon an acceleration of such indebtedness, we may pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures, revising implementation of or delaying strategic plans or seeking additional equity capital. Any of these actions could have a material adverse effect on our business, financial condition, results of operations and stock price. In addition, we cannot assure that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements, or that these actions would be permitted under the terms of our various debt agreements.
Numerous banks in many countries are syndicate members in our credit facility. Failure of one or more of our larger lenders, or several of our smaller lenders, could significantly reduce availability of our credit, which could harm our liquidity.
We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.
Our senior credit facilities and agreements governing our other indebtedness contain, or future or revised instruments may contain, various restrictions and covenants that limit our ability to make distributions or other payments to our investors and creditors unless certain financial tests or other criteria are satisfied. We also must comply with certain specified financial ratios and tests. Our subsidiaries may also be subject to restrictions on their ability to make distributions to us. In addition, our senior credit facilities and agreements governing our other indebtedness contain or may contain additional affirmative and negative covenants. Material existing restrictions are described more fully in the MD&A and Note 13 to our consolidated financial statements. Each of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions.
If we do not comply with the covenants and restrictions contained in our senior credit facilities and agreements governing our other indebtedness, we could default under those agreements, and the debt, together with accrued interest, could be declared due and payable. If we default under our senior credit facilities, the lenders could cause all our outstanding debt obligations under our senior credit facilities to become due and payable or require us to repay the indebtedness under these facilities. If our debt is accelerated, we may not be able to repay or refinance our debt. In addition, any default under our senior credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If the indebtedness under our senior credit facilities is accelerated, we may not have sufficient assets to repay amounts due under our senior credit facilities or other debt securities then outstanding. Our ability to comply with these provisionsFailure of our senior credit facilities and agreements governing our other indebtedness will be affected by changes in the economic or business conditions or other events beyond our control. Complying with our covenants may also cause us to take actions that are not favorable to us and may make it more difficult for us to successfully executeinternal control over financial reporting could adversely affect our business strategy and compete, including against companies that are not subject to such restrictions.financial results.
Currency conversion risk could have a material impact on our reported results of business operations.
Our operating results are presentedmanagement is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar against other currencies in which we conduct business could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, including countries utilizing the Euro, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, the increased strength of the U.S. dollar could allow competitorsaccordance with foreign-based manufacturing costs to sell their products in the U.S. at lower prices. Alternatively, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas.
Similarly, increased or decreased strength of the currencies of non-U.S. countries in which we manufacture will have a comparable effect against the currencies of other jurisdictions in which we sell. For example, our Radiodetection business manufactures a number of detection instrumentsaccounting principles generally accepted in the United Kingdom and sellsStates (“GAAP”). Because of its inherent limitations, internal control over financial reporting is not intended to customers in other countries, therefore increased strength of the British pound sterling will increase the effective price of these products sold in British pound sterling into other countries; and decreased strength of British pound sterling could haveprovide absolute assurance that we would prevent or detect a material adverse effect on the cost of materials and products purchased outside of the United Kingdom.
Credit and counterparty risks could harm our business.
The financial conditionmisstatement of our customers and distributorsfinancial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could affectlimit our ability to market our products or collect receivables. In addition, financial difficulties faced by our customers may lead to cancellations or delays of orders.
Our customers may suffer financial difficulties that make them unable to pay for a project when completed, or they may decide not or be unable to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot assure you that expenses or losses for uncollectible amounts will not have a material adverse effect on our earnings and cash flows.
Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows.
We are subject to taxation in various jurisdictions around the world. In preparingreport our financial statements, we provide for income taxes based on current tax lawsresults accurately and regulationstimely or to detect and the estimated taxable income within each of these jurisdictions. Our income tax obligations, however, may be higher due to numerous factors, including changes in tax laws or regulations and the outcome of audits and examinations of our tax returns.prevent fraud.
Officials in some of the jurisdictions in which we do business have proposed, or announced that they are reviewing, tax changes that could potentially increase taxes, and other revenue-raising laws and regulations, including those that may be enacted as a result of various OECD projects. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, could have a material impact on our financial position, results of operations, and cash flows.
As indicated in Note 12 to our consolidated financial statements, certain of our income tax returns are currently under audit. In connection with these and any future audits, there is a risk that we could be challenged by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns. Although we believe that current tax laws and regulations support our positions, there can be no assurance that tax authorities will agree with our positions. In the event tax authorities
were to challenge one or more of our tax positions, an unfavorable outcome could have a material adverse impact on our financial position, results of operations, and cash flows.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangibles of the respective reporting unit, a material non-cash charge to earnings could result.
At December 31, 2020, we had goodwill and other intangible assets, net, of $804.9. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying value of goodwill and indefinite-lived intangibles. In addition, we review goodwill and indefinite-lived intangible assets for impairment more frequently if impairment indicators arise. If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangibles, we may be required to record a material non-cash charge to earnings.
The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost reduction initiatives, capacity utilization, and assumptions for inflation and foreign currency changes. We monitor impairment indicators across all of our businesses. Significant changes in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give, and have given, rise to impairments in the period that the change becomes known.
Cost reduction actions may affect our business.
Cost reduction actions often result in charges against earnings. These charges can vary significantly from period to period and, as a result, we may experience fluctuations in our reported net income and earnings per share due to the timing of cost reduction actions.
Changes in key estimates and assumptions related to our defined benefit pension and postretirement plans, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2020, our net liability to these plans was $139.3. The determination of funding requirements and pension expense or income associated with these plans involves significant judgment, particularly with respect to discount rates, long-term trends of future costs and other actuarial assumptions. If our assumptions change significantly due to changes in economic, legislative and/or demographic experience or circumstances, our pension and other benefit plans’ expense, funded status and our required cash contributions to such plans could be negatively impacted. In addition, returns on plan assets could have a material impact on our pension plans’ expense, funded status and our required contributions to the plans. Changes in regulations or law could also significantly impact our obligations. For example, see “MD&A - Critical Accounting Estimates” for the impact that changes in certain assumptions used in the calculation of our costs and obligations associated with these plans could have on our results of operations and financial position.
Risks Related to Ownership of Our Common Stock
Provisions in our corporate documents and Delaware law may delay or prevent a change in control of our company, and accordingly, we may not consummate a transaction that our stockholders consider favorable.
Provisions of our Certificate of Incorporation and By-laws may inhibit changes in control of our company not approved by our Board. These provisions include, for example: a staggeredclassified board of directors;directors with directors serving staggered three-year terms; a prohibition on stockholder action by written consent; a requirement that special stockholder meetings be called only by our Chairman, President or Board; advance notice requirements for stockholder proposals and nominations; limitations on stockholders’ ability to amend, alter or repeal the By-laws; enhanced voting requirements for certain business combinations involving substantial stockholders; the authority of our Board to issue, without stockholder approval, preferred stock with terms determined in its discretion; and limitations on stockholders’ ability to remove directors. In addition, we are afforded the protections of Section 203 of the Delaware General Corporation Law, which could have similar effects. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” (each as defined in Section 203) for at least three years after the time the person
became an interested stockholder unless certain conditions are met. These protective provisions could result in our not consummating a transaction that our stockholders consider favorable or discourage entities from attempting to acquire us, potentially at a significant premium to our then-existing stock price.
Increases in the number of shares of our outstanding common stock could adversely affect our common stock price or dilute our earnings per share.
Sales of a substantial number of shares of common stock into the public market, or the perception that these sales could occur, could have a material adverse effect on our stock price. As of December 31, 2020,2023, we had the ability to issue up to an additionaadditional 3.597 sl 4.407 shareshares as restricted stock shares, restricted stock units, performance stock units, or stock options under our 2019 Stock Compensation Plan, and 0.027 under our 2006 Non-Employee Directors’ Stock Incentive Plan. We also may issue a significant number of additional shares, in connection with acquisitions, through a registration statement, or otherwise. Additional shares issued would have a dilutive effect on our earnings per share.
The Spin-Off of SPX FLOW could result in substantial tax liability to us and our stockholders.
In connection with the Spin-Off of SPX FLOW, we received opinions of tax counsel satisfactory to us as to the tax-free treatment of the Spin-Off and certain related transactions. However, if the factual assumptions or representations upon which the opinions are based are inaccurate or incomplete in any material respect, we will not be able to rely on the opinions. Furthermore, the opinions are not binding on the Internal Revenue Service (“IRS”) or the courts. Accordingly, the IRS may challenge the conclusions set forth in the opinions and any such challenge could prevail. If, notwithstanding the opinions, the Spin-Off or a related transaction is determined to be taxable, we could be subject to a substantial tax liability. In addition, if the Spin-Off is determined to be taxable, each holder of our common stock who received shares of SPX FLOW would generally be treated as having received a taxable distribution of property in an amount equal to the fair market value of the shares received.
The Spin-Off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.
The Spin-Off is subject to review under various state and federal fraudulent conveyance laws. Fraudulent conveyance laws generally provide that an entity engages in a constructive fraudulent conveyance when (1) the entity transfers assets and does not receive fair consideration or reasonably equivalent value in return, and (2) the entity (a) is insolvent at the time of the transfer or is rendered insolvent by the transfer, (b) has unreasonably small capital with which to carry on its business, or (c) intends to incur or believes it will incur debts beyond its ability to repay its debts as they mature. An unpaid creditor or an entity acting on behalf of a creditor (including, without limitation, a trustee or debtor-in-possession in a bankruptcy by us or SPX FLOW or any of our respective subsidiaries) may bring a lawsuit alleging that the Spin-Off or any of the related transactions constituted a constructive fraudulent conveyance. If a court accepts these allegations, it could impose a number of remedies, including, without limitation, voiding the distribution and returning SPX FLOW’s assets or SPX FLOW’s shares and subject us to liability.
The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, an entity would be considered insolvent if (1) the present fair salable value of its assets is less than the amount of its liabilities (including contingent liabilities); (2) the present fair salable value of its assets is less than its probable liabilities on its debts as such debts become absolute and matured; (3) it cannot pay its debts and other liabilities (including contingent liabilities and other commitments) as they mature; or (4) it has unreasonably small capital for the business in which it is engaged. We cannot assure you what standard a court would apply to determine insolvency or that a court would determine that we, SPX FLOW or any of our respective subsidiaries were solvent at the time of or after giving effect to the Spin-Off.
The distribution of SPX FLOW common stock is also subject to review under state corporate distribution statutes. Under the General Corporation Law of the State of Delaware (the “DGCL”), a corporation may only pay dividends to its stockholders either (1) out of its surplus (net assets) or (2) if there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.
Although we believe that we and SPX FLOW were each solvent at the time of the Spin-Off (including immediately after the distribution of shares of SPX FLOW common stock), that we are able to repay our debts as they mature and have sufficient capital to carry on our businesses, and that the distribution was made entirely out of surplus in accordance with Section 170 of the DGCL, we cannot assure you that a court would reach the same conclusions in determining whether SPX FLOW or we were insolvent at the time of, or after giving effect to, the Spin-Off, or whether lawful funds were available for the separation and the distribution to our stockholders.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. We understand the importance of securing our data and information technology systems and networks, as well as the data customers and other stakeholders entrust to us. We have established policies, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats which are integrated into our overall risk management program and based on frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization (“ISO”) and other applicable industry standards. Despite this, there can be no guarantee that our policies and procedures will be effective. Refer to “Risk Factors” for additional detail about the material cybersecurity risks we face. Our cybersecurity program includes the following:
Collaboration, Education, Incident Response and Recovery Planning
Our key security, risk, and compliance personnel meet regularly and, together with our cybersecurity consultants, develop strategies for preserving the confidentiality, integrity and availability of data and our information technology systems and networks. We have established incident response and recovery plans to address potential cybersecurity incidents which are regularly evaluated for their effectiveness. Management maintains controls and procedures and periodically conducts tabletop exercises that are designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board of Directors (our “Board”) in a timely manner. In addition, we regularly educate employees on the importance of maintaining the security of our information technology systems and networks and over handling and protecting customer and employee data, including through regular phishing awareness campaigns, security awareness communications, and recurring privacy and security training.
Risk Assessment and Technical Safeguards
On an ongoing basis, we assess cybersecurity risk, including the review of our policies, standards, processes and practices. These assessments include a variety of activities including third party security penetration testing and independent reviews of our information security control environment and operating effectiveness. The results of these assessment activities are presented to our Board, Audit Committee, and members of management. We regularly assess and deploy technical safeguards based on vulnerability assessments, cybersecurity threat intelligence and incident response experience. In addition, our third-party technology service providers are contractually obligated to maintain cybersecurity controls and complete our security questionnaires at the time of onboarding. On a recurring basis, our third-party service providers are required to update their responses to our security questionnaires and, where available, additional information such as System and Organization Controls (“SOC”) SOC 1 or SOC 2 reports are provided.
Board and Management Oversight
Our chief information officer (“CIO”) and chief information security officer (“CISO”) have primary responsibility for assessing and managing material cybersecurity risks. Quarterly cybersecurity updates are provided to executive leadership to review security key performance indicators, identify security risks, and assess the status of approved security enhancements, and risk mitigation strategies. Our CIO has served in various roles in information technology and information security for over 30 years, including serving as the CIO of three other companies. Our CIO holds an undergraduate degree in computer science. Our CISO holds 11 industry security, risk, and/or privacy certifications and has served in various roles in information technology and information security for 25 years, including serving as the Director, Global Security, Privacy & Data Governance for one of the world's largest privately held transport corporations. Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk. The Audit Committee receives regular cybersecurity risk reports from management and, at least annually, our Board receives reports from management, including our CIO and CISO about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities.
ITEM 2. Properties
The following is a summary of our principal properties as of December 31, 2020:2023:
| | | | | No. of | | Approximate
Square Footage | | | | No. of | | Approximate
Square Footage |
| | | Location | | Facilities | | Owned | | Leased | | Location | | Facilities | | Owned | | Leased |
| | | | | | | (in millions) | | | | | | (in millions) |
| HVAC reportable segment | HVAC reportable segment | 6 U.S. states and 2 foreign countries | | 12 | | | 0.6 | | | 1.4 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 7 U.S. states and 3 foreign countries | | 14 | | | 0.3 | | | 0.2 | |
| Engineered Solutions reportable segment | 7 U.S. states and 0 foreign country | | 11 | | | 1.8 | | | 0.2 | |
| Other (including corporate) | 1 U.S. state and 1 foreign country | | 3 | | | 0.4 | | | 0.1 | |
| Corporate | |
| Total | Total | | | 40 | | | 3.1 | | | 1.9 | |
In addition to manufacturing plants, we own and lease various sales, service and other locations throughout the world. We consider these properties, as well as the related machinery and equipment, to be well maintained and suitable and adequate for their intended purposes.
ITEM 3. Legal Proceedings
We are also subject to legal proceedings and claims 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.
ITEM 4. Mine Safety Disclosures
Not applicable.
P A R T I I
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the New York Stock Exchange under the symbol “SPXC.”
We discontinued dividend payments in September 2015 in connection with the Spin-off and, thus, there have been no dividends declared since such time.
There were noOn May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase our capital stock in any fiscal year. Under the authorization, we may repurchase shares through open market purchases, privately negotiated transactions or otherwise, and at prices and times and in amounts as we determine, subject to applicable restrictions under our senior credit agreement. Our senior credit agreement permits an unlimited amount of share repurchases if our consolidated leverage ratio (as calculated under the senior credit agreement) is less than 2.75 to 1.00. Otherwise, the senior credit agreement restricts our repurchase of shares if the amount of repurchases in any fiscal year exceeds $100.0 million plus a basket amount based on our cumulative consolidated net income from a specified date.
Pursuant to the 2022 re-authorization, we repurchased 706,827 of our common stock for an aggregate purchase price of $33.7 million during the three monthsyear ended December 31, 2020.2022.
As of December 31, 2023, the maximum approximate dollar value of our common stock that may be purchased under this authorization during the current fiscal year is $100.0 million. The number of shareholdersstockholders of record of our common stock as of February 19, 202116, 2024 was 2,499.2,144.
Company Performance
This graph shows a five-year comparison of cumulative total returns for SPX, the S&P 500 Index, the S&P 1500 Industrials Index, and the S&P 600 Index. The graph assumes an initial investment of $100 on December 31, 20152018 and the reinvestment of dividends.
| | | | | | | | | | | | | | | | | | | | |
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
| SPX Corporation | $ | 100.00 | | $ | 254.23 | | $ | 336.44 | | $ | 300.21 | | $ | 545.34 | | $ | 584.57 | |
| S&P 500 | 100.00 | | 111.96 | | 136.40 | | 130.42 | | 171.49 | | 203.04 | |
| S&P 1500 Industrials | 100.00 | | 120.41 | | 145.77 | | 126.27 | | 163.90 | | 183.06 | |
| S&P 600 | 100.00 | | 124.75 | | 139.38 | | 125.79 | | 152.02 | | 166.57 | |
| | | | | | | | | | | | | | | | | | | | |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
| SPX Technologies, Inc. | $ | 100.00 | | $ | 181.65 | | $ | 194.72 | | $ | 213.07 | | $ | 234.38 | | $ | 360.62 | |
| S&P 500 | 100.00 | | 131.49 | | 155.68 | | 200.37 | | 164.08 | | 207.21 | |
| S&P 1500 Industrials | 100.00 | | 129.80 | | 144.98 | | 177.13 | | 165.75 | | 199.52 | |
| S&P 600 | 100.00 | | 120.86 | | 132.43 | | 165.89 | | 137.00 | | 156.02 | |
ITEM 6. Selected Financial Data[Reserved]
Not applicable. The Company has elected early compliance with the changes to Items 301 and 302 of Regulation S-K effected by Securities and Exchange Commission Release No. 33-10890, Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information (effective February 10, 2021).
ITEM 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
(All currency andin millions, except share amounts are in millions)data)
The following should be read in conjunction with our consolidated financial statements and the related notes thereto. Unless otherwise indicated, amounts provided in Item 7 pertain to continuing operations only.
ImpactSupply Chain Disruptions, Labor Shortages, and Cost Increases
The impact of the COVID-19 Pandemicpandemic on our operating results throughout 2023 was minimal. However, during January 2022, there was an increase in pandemic cases at certain of our manufacturing facilities, which resulted in a high-level of absenteeism at such facilities during the month. In addition, since the second half of 2021, certain of our businesses experienced supply chain disruptions, as well as labor shortages, while all of our businesses experienced increases in raw material, component, and transportation costs. The combination of these matters negatively impacted our operating results during the first half of 2022, as we experienced lower absorption of manufacturing costs and, in some cases, the negative impact of cost increases on fixed-price customer contracts. During 2023, we experienced more stable labor and supply chain environments and continue to actively manage these matters.
As further discussed below,Potential Impacts of Geopolitical Conflicts
The Russia/Ukraine conflict, and governmental actions implemented in response to the COVID-19 pandemic hadconflict, did not have a modestsignificant adverse impact on our consolidatedoperating results during 2023 and 2022. We are monitoring the availability of operations during 2020. Thiscertain raw materials that are supplied by businesses in these countries. However, at this time, we do not expect the potential impact is primarily evidentto be material to our operating results. The Russia/Ukraine conflict has created additional demand for certain products within our communication technologies business. Any longer-term impact of these global events on our business, as well as impacts from various conflicts in the decline in revenues at certain of our businessesMiddle East region, is currently unknown due to a reduction in customer demandthe uncertainty around their duration and order delays. These adverse impacts could continue during 2021. Although certain of our businesses have been, and could be, impacted more than others in our portfolio, we believe that our diverse set of businesses, along with our strong balance sheet and available liquidity, position us well to manage the potential adverse impacts of the COVID-19 pandemic. For example, the products we manufacture and services we provide fall under the definition of “critical” or “essential” under various federal guidelines and state/local governmental orders that otherwise restrict business activities. These include products and services that enable the operation and maintenance of communication networks, the electrical grid, water and wastewater systems, and other key elements of infrastructure. Our manufacturing facilities have not experienced material interruptions in operations. If incidents of the COVID-19 pandemic increase, we may temporarily close facilities, if necessary, to address employee safety matters. In terms of liquidity, we generated $131.1 of cash flows from operating activities associated with continuing operations during 2020 and have experienced no consequential delays in collecting outstanding amounts due from our customers. In addition, as of December 31, 2020, we had over $350.0 of availability from cash on-hand and aggregate borrowing capacity under our senior credit facilities and trade receivable financing arrangement. Lastly, scheduled repayments over the next twelve months for our long-term debt arrangements totaled only $7.2 as of December 31, 2020. We also have taken actions to manage near-term costs and cash flows, including reducing discretionary expenses, and implemented actions to address potential material sourcing challenges. We will continue to assess the actual and expected impacts of the COVID-19 pandemic and the need for further actions.
See Notes 2 and 10 to our consolidated financial statements and “Risk Factors” for additional considerations regarding the current and potential impacts of the COVID-19 pandemic.broader impact.
Executive Overview
Revenues for 20202023 totaled $1,559.5,$1,741.2, compared to $1,520.9$1,460.9 in 20192022 (and $1,512.6$1,219.5 in 2018)2021). The increase in revenues in 2020,during 2023, compared to 2019,2022, was due primarily to (i)the impact of organic revenue growth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the acquisitions of SGSTAMCO and Patterson-Kelley during 2019 and ULC and Sensors & Software during 2020 and (ii) adjustments which resulted in reductions to the cumulative revenue associated with variable consideration on the large power projects in South Africa of $23.5 during 2019, partially offset by a decline inASPEQ acquisitions. The organic revenue in 2020. The decline in organic revenuegrowth within the HVAC reportable segment was due primarily to lowerincreased sales of HVAC heating products, HVAC domestic cooling products associated with both volume and price increases. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, products, partially offset by higher sales of HVAC cooling products in the international marketstransportation and power transformers. A portion of the organic revenue decline is attributableaids to a decline in customer demand and order delays caused by the COVID-19 pandemic.navigation businesses. The increase in revenues in 2019,during 2022, compared to 2018,2021, was due to increasesorganic revenue growth within both our HVAC and Detection and Measurement reportable segments and the impact of the Sealite, ECS and Cincinnati Fan acquisitions in revenues associated with2021 and the acquisitions of Schonstedt and CuesITL acquisition in 2018 and Sabik, SGS, and Patterson-Kelley during 2019, partially offset by (i) a decline2022. The increase in organic revenue (ii)within the adjustmentsHVAC reportable segment was driven by increased sales of $23.5 noted above relatedheating and cooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of large power projects in South Africa,within the transportation, communication technologies, and (iii) a stronger U.S. dollar during 2019. The decline in organic revenue was attributableaids to lower sales related to the large power projects in South Africa, as these projects have been in the latter stages of completion, partially offset by increases in organic revenue for all three of our reportable segments.navigation businesses.
For 2020,2023, operating income totaled $132.0,$221.9, compared to $110.0$51.0 in 20192022 (and $112.5$73.7 in 2018)2021). The increase in operating income in 2020,2023, compared to 2019,2022, was due primarily to (i) higher income for both our HVAC and Detection and Measurement reportable segments of $103.6, (ii) the loss on the Asbestos Portfolio Sale of $73.9 incurred in 2022, and (iii) lower corporate expense of $10.2 primarily related to higher costs incurred on strategic and transformational initiatives executed during 2022, primarily related to the Asbestos Portfolio Sale, as well as expenses incurred in connection with asbestos-related matters during 2022, prior to the Asbestos Portfolio Sale. The impact of these factors was partially offset by increases in (i) employee compensation, including increases in short-term incentive compensation expense, (ii) intangible asset amortization expense of $15.4, (iii) acquisition-related and other integration costs resulting from the acquisitions of TAMCO and ASPEQ, and (iv) a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. The increase in income for our HVAC reportable segment was primarily due to the organic revenue growth mentioned above and greater absorption of manufacturing costs resulting from higher volumes and more stable labor and supply chain environments, as well as the income associated with the TAMCO and ASPEQ acquisitions. The increase in income for our Detection and Measurement reportable segment was due primarily to the organic revenue growth mentioned above. The decrease in operating income in 2022, compared to 2021, was due primarily to the loss on the Asbestos Portfolio Sale of $73.9, partially offset by an increase in income within our HVAC and Detection and Measurement reportable segments of $49.0 associated with the increase in revenue noted above.
Operating cash flows from continuing operations totaled $243.8 in 2023, compared to operating cash flows used in continuing operations of $115.2 in 2022 and operating cash flows from continuing operations of $131.2 in 2021. The increase in cash flows from operating activities was due primarily to (i) the impactincrease in income during the period discussed above, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a reduction in revenuesthe level of elevated purchases of raw materials and components during 20192023, primarily within our HVAC reportable segment, due to a more stable supply chain environment, (iv) working capital improvements at certain of $23.5 noted above associated with the large power projects in South Africa and (ii) increases in profitability at our power transformer and cooling products businesses. These increases in operating income were partially offset by declines in profitability associated with lower sales of heating products and high-margin communication technologies products. The decrease in operating income during 2019, compared to 2018, was due primarily to increased losses associated with the large power projects in South Africa, with such losses impacted by the reductions in revenues/profits of $23.5 noted above, partially offset by improved operating results across all three reportable segments.project-related businesses, as
Operatingcash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from continuing operations totaled $131.1period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2020, compared2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of our postretirement life insurance benefit obligation to $154.2 in 2019 (and $111.5 in 2018)an insurance carrier (see Note 11 to our consolidated financial statements for additional details). The decrease in operating cash flows from continuing operations in 2022, compared to 2019,2021, was due primarily to (i) a declinecash contribution of $138.8 associated with funding the Asbestos Portfolio Sale; (ii) income tax payments, net of refunds, of $59.6 (compared to income tax refunds, net of tax payments, of $5.5 during the year ended December 31, 2021), with a significant portion of the 2022 payments related to the gain on sale of Transformer Solutions; (iii) elevated purchases of inventory components in order to manage the potential risk associated with the then-existing supply chain environment; (iv) decreases in cash flows at certain of our project-related businesses, during 2020, as cash receipts for these project-related businesses are often subject to contractual milestones that can impact cash receipts from period to period; (v) net payments for asbestos-related matters of $15.3 (compared to net recoveries of $0.3 during the timingyear ended December 31, 2021); and (vi) cash payments of cash flows from period-to-period. The increase$10.0 in operating cash flows from continuing operations in 2019, compared to 2018, was due primarily to higher cash flows at certainconnection with the transfer of our project-related businesses duepostretirement life insurance benefit obligation to the timing of contractual milestone payments and a decline cash outflows related to the large power
projects in South Africa, as these projects have been in the latter stages of completion. These improvements in operating cash flows were offset partially by a decline in net income tax refunds (net tax payments of $7.0 in 2019 versus net tax refunds of $44.3 in 2018).
Additional details on certain matters noted above as well as significant items impacting the financial results for 2020, 2019,2023, 2022, and 20182021 are as follows:
2020:
•In February 2020, and as a result of the December 2019 amendment that extended the maturity date of our senior credit facilities to December 17, 2024, we entered into additional interest rate swap agreements. These additional swaps:
◦Have a notional amount of $248.4;
◦Cover the period March 2021 to November 2024; and
◦Effectively convert borrowings under our senior credit facilities to a fixed rate of 1.061%, plus an applicable margin, during the period noted above.
•On September 2, 2020,April 3, 2023, we completed the acquisition of ULC.TAMCO
◦The purchase price for ULCTAMCO was $89.2,$125.5, inclusive of an adjustment of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $4.0.
◦The seller is eligible for additional cash consideration of $45.0.
▪Payments of the contingent consideration are scheduled to be made in 2021 and 2022 upon successful achievement of certain operational and financial milestones.
▪The estimated fair value of such contingent consideration is $24.3, which is reflected as a liability in our consolidated balance sheet at December 31, 2020.
◦ULC’s revenues for the twelve months prior to the date of acquisition were approximately $40.0.$1.0.
◦The post-acquisition operating results of ULCTAMCO are reflectedincluded within our Detection and MeasurementHVAC reportable segment.
•InOn June 2, 2023, we completed the acquisition of ASPEQ
◦The purchase price for ASPEQ was $421.5, net of (i) an adjustment to the purchase price of $0.3 related to acquired working capital and (ii) cash acquired of $0.9.
◦The post-acquisition operating results of ASPEQ are included within our HVAC reportable segment.
•Incremental Term Loan
◦On April 21, 2023, we amended and restated our senior credit agreement (the “Credit Agreement”).
◦The amendment provided for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023.
◦The funds from the additional term loan (“Incremental Term Loan”) were used to partially fund the acquisition of ASPEQ.
◦See Note 13 to our consolidated financial statements for additional details.
•Resolution of Claims with Prime Contractor of South Africa Power Projects
◦On September 2020,5, 2023, SPX Technologies and DBT entered into an agreement with Mitsubishi Heavy Industries Power—Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), one to affect the negotiated resolution of all claims between the prime contractors on theparties with respect to DBT’s involvement in two large power projects in South Africa made a demand- Kusile and received payment of South African Rand 239.6 (or $14.3 at the time of payment) on certain bonds that were issued by a bank in favor of MHI.
◦As required under the terms of the bonds and our senior credit agreement, we funded the South African Rand 239.6.Medupi (the “Settlement Agreement”).
◦In its demand,connection with the Settlement Agreement, the Company incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023. In addition, DBT made payments of $25.3 to MHI purported that DBT failed to carry out certain contractual obligations.during the year ended December 31, 2023 in connection with the Settlement Agreement.
◦DBT denies liabilitySee Notes 4 and thus, intends15 to seek,our consolidated financial statements for additional details.
•Actuarial Losses on Pension and believes it is fully entitled to, reimbursement of the South African Rand 239.6 that has been paid.Postretirement Plans
◦AsDuring 2023, we recorded actuarial losses of $11.3 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such we have reflected the South African Rand 239.6 (or $16.3 at December 31, 2020) as a non-current asset withlosses resulting primarily from decreases in discount rates.
◦inSee Notes 1 and 11 to our consolidated balance sheet asfinancial statements for additional details.
•Resolution of December 31, 2020.Dispute with Former Representative
◦During the fourth quarter of 2023 we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment.
◦See Note 15 to our consolidated financial statements for additional details.
2022:
•Transfer of Postretirement Life Insurance Benefit Obligation
◦On February 17, 2022, we transferred our obligation for life insurance benefits under our postretirement benefit plans to an insurance carrier for cash consideration paid of $10.0.
◦In connection with the transfer, we recorded a net charge of $0.3 to “Other income (expense), net.”
◦See Note 11 to our consolidated financial statements for additional details.
•On November 11, 2020,March 31, 2022, we completed the acquisition of Sensors & Software.ITL
◦The purchase price for Sensors & SoftwareITL was $15.2,$40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $0.3.
◦The seller is eligible for additional cash consideration of up to $3.9.
▪Payment of the contingent consideration is scheduled to be made in 2021 upon successful achievement of a financial milestone during the twelve months following the date of acquisition.
▪The estimated fair value of such contingent consideration is $0.7, which is reflected as a liability in our consolidated balance sheet at December 31, 2020.
◦Sensors & Software’s revenues for the twelve months prior to the date of acquisition were approximately $7.0.$1.1.
◦The post-acquisition operating results of Sensors & SoftwareITL are included within our Detection and Measurement reportable segment.
•Amendment of Senior Credit Agreement
◦On August 12, 2022, we amended and restated our then-existing credit agreement.
◦The then-existing credit agreement provided for committed senior secured financing with an aggregate amount of $770.0, with a final maturity of August 12, 2027.
◦See Note 13 to our consolidated financial statements for additional details.
•Settlement and Actuarial Gains and Losses - Pension and Postretirement Plans
◦In connection with the sale of Transformer Solutions, a significant number of participants of the U.S. Pension Plan (“U.S. Plan”) who were employees of Transformer Solutions elected to receive lump-sum payments from the U.S. Plan.
◦The extent of these lump-sum payments, combined with other lump-sum payments that were made by the U.S. Plan during the first nine months of 2022, required us to record settlement and actuarial losses of $6.2 during this period.
◦In addition, we recorded settlement and actuarial gains of $8.0 in the fourth quarter of 2022 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from the impact of increases in discount rates, partially offset by lower than expected returns on plan assets.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Repurchases of Common Stock — During the second quarter of 2022, we repurchased 706,827 shares of our common stock for $33.7.
•Changes in Estimated Fair Value of an Equity Security
◦We recorded losses of $3.0 within “Other income (expense), net” related to decreases in the estimated fair value of an equity security that we hold.
◦See Note 17 to our consolidated financial statements for additional details.
•Asbestos-Related Matters
◦During the third quarter of 2022, we received a ruling from a North Carolina trial court 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.
◦As a result of this ruling, we recorded charges of $21.7 during the third quarter, with $16.5 reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦On November 1, 2022, we completed the Asbestos Portfolio Sale. In connection with the sale, we contributed $138.8 to the divested subsidiaries and recorded a loss on sale of $73.9. See Notes 1 and 4 to our consolidated financial statements for additional detail.
•Impairment of Goodwill and Indefinite-Lived Intangible Assets
◦During the fourth quarter of 2022, we performed our annual impairment analyses of our goodwill and indefinite-lived intangible assets. As a result of such analyses, we recorded impairment charges of $13.4, with $12.0 related to goodwill and remainder to trademarks.
◦See Notes 1 and 10 to our consolidated financial statements for additional details.
2021:
•On April 19, 2021, we completed the acquisition of Sealite
◦The purchase price for Sealite was $80.3, net of cash acquired of $2.3.
◦The post-acquisition operating results of Sealite are reflected within our Detection and Measurement reportable segment.
•On August 2, 2021, we completed the acquisition of ECS
◦The purchase price for ECS was $39.4, net of cash acquired of $5.1.
◦The seller was eligible for additional cash consideration of up to $16.0, upon achievement of certain financial performance 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 above financial performance milestones had lessened due to a delay in the execution of a large order, resulting in a reduction of the estimated fair value/liability of $6.7, with such amount recorded to “Other operating (income) expense, net” during the quarter.
▪During the first and second quarters of 2022, we further reduced the estimated fair value/liability by $0.9 and $0.4, respectively, with such amounts recorded to “Other operating (income) expense, net.”
▪The financial performance milestones were not achieved and, thus, as of December 31, 2023 and 2022, the estimated fair value/liability related to the contingent consideration was $0.0.
◦The post-acquisition operating results of ECS are included within our Detection and Measurement reportable segment.
•On December 15, 2021, we completed the acquisition of Cincinnati Fan
◦The purchase price for Cincinnati Fan was $145.2, net of (i) an adjustment to the purchase price received during 2022 of $0.4 related to acquired working capital and (ii) cash acquired of $2.5.
◦The post-acquisition operating results of Cincinnati Fan are included within our HVAC reportable segment.
•On October 1, 2021, we completed the sale of Transformer Solutions
◦Transformer Solutions is included in discontinued operations for all periods presented.
◦We received net cash proceeds of $620.6 and recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” in 2021.
◦During the first quarter of 2022, we paid $13.9 to the buyer of Transformer Solutions related primarily to the settlement of the final working capital balances of the business.
•DBT (our South Africa subsidiary):
◦Large Power Projects
▪On February 22, 2021 and April 28, 2021, DBT received favorable rulings from dispute adjudication panels.
•In connection with the rulings, DBT received South African Rand 126.6 ($8.6 at time of payment) and South African Rand 82.0 ($6.0 at the time of payment), respectively.
•As the rulings were subject to further arbitration, such amounts were not reflected in our consolidated statements of operations prior to the Settlement Agreement.
▪In May 2021, and in connection with certain claims made by MHI, MHI made a demand and received payment of South African Rand 178.7 (or $12.5 at the time of payment) on bonds issued by a bank.
•Under the terms of the bonds and our senior credit agreement, we were required to fund the payment.
•DBT denied liability for these claims and believed it was legally entitled reimbursement of the amounts demanded.
•On October 11, 2022, a dispute adjudication panel ruled MHI drew (in both the May 2021 and September 2020 bond draws) on amounts in excess of the bond values stipulated in the contracts and was required to refund DBT South African Rand 90.8 (or $5.3) of the
previously demanded amounts, plus interest of South African Rand 12.5 (or $0.7). MHI paid these amounts on October 14, 2022.
•The remaining amounts related to the May 2021 and September 2020 bond draws, prior to the impact of the Settlement Agreement, are reflected within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2022.
◦In the fourth quarter of 2020,2021, we completed the wind-down of Heat Transfer.DBT
◦▪The wind-down was initiated in 2018 after an unsuccessful attempt to sell the business.
◦The wind-down is parta culmination of a strategic shift away from the power generation markets.
◦As part of this strategic shift, we sold our dry cooling and Balcke Dürr businesses.
◦▪As a result of completing the wind-down plan, we are now reporting Heat TransferDBT as a discontinued operation for all periods presented.
◦All of the above matters, among other claims, were resolved by the Settlement Agreement.
•Asbestos Product LiabilityLiability Matters:
◦During 2020,2021, we recorded chargescharges of $21.351.2 related to asbestos product liability matters.matters, with such charges related primarily to an unfavorable trend in the percentage of claims with payment (versus dismissed without payment).
◦Of such charges, $19.248.6 were reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦PaymentsInsurance recoveries for asbestos product liability matters, net of payments, totaled $0.3 in 2021.
◦These recoveries included $15.0 associated with the settlement of an insurance recoveries, totaled coverage matter.
◦$19.3 in 2020.See Note 15 to our consolidated financial statements for additional details.
•Actuarial LossesGains on Pension and Postretirement Plans:
◦WeDuring 2021, we recorded net actuarial losses of $6.8 gains of $9.9 in thethe fourth quarter of 20202021 in connection with the annual remeasurement of our pension and postretirement plans, with such lossesgains resulting primarily from declinesincreases in discount rates on our unfunded pension and postretirement plans.rates.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Changes in the Estimated Fair Value of an Equity Security:
◦During 2020, we:
▪Recorded2021, we recorded gains of $8.6$11.8 within “Other income (expense), net” related to increases in the estimated fair value of an equity security that we hold; and
▪Received distributions of $3.5, which are included in “Cash flows from operating activities.”hold.
◦See Note 17 to our consolidated financial statements for additional details.
2019:
•On February 1, 2019, we completed the acquisition of Sabik.ULC Robotics (“ULC”) Contingent Consideration, Indefinite-Lived Intangible Assets, and Goodwill:
◦The purchase priceseller of ULC was eligible for Sabik was $77.2, netadditional cash consideration of cash acquiredup to $45.0 upon achievement of $0.6.
◦Sabik’s revenues for the twelve months prior to the date of acquisition were approximately $28.0.
◦The post-acquisitioncertain operating results of Sabik are reflected within our Detection and Measurement reportable segment.
•Adjustments to Revenues and Profits on the Large Power Projects in South Africa:financial performance milestones.
◦During the firstthird quarter of 2019, in consideration of recent claims received from2021, we concluded that the prime contractors on the projects,operating and in accordance with ASC 606, we analyzed the risk of a significant revenue reversalfinancial milestones associated with the amount of variableULC contingent consideration recorded for the projects. Based on such analysis, we reduced the amount of cumulative revenue associated with the variable consideration on the projects by $17.5.would not be achieved.
◦On June 28, 2019, DBT reached an agreementAs a result, we reversed the related liability of $24.3, with Alstom/GE, onethe offset to “Other operating (income) expense, net.”
◦We also concluded that the lack of achievement of the prime contractors on the projects, to, among other things, settle all material outstanding claims between the parties (otherabove milestones, along with lower than certain pass-through claimsanticipated future cash flows, were indicators of potential impairment related to third-parties). In connection with the agreement,ULC’s indefinite-lived intangible assets and goodwill.
◦As such, we reduced the revenues associated with the projects by $6.0tested ULC’s indefinite-lived intangible assets and goodwill for impairment during the secondthird quarter of 2019.2021.
◦Based on such testing, 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 of $24.3, with $23.3 related to goodwill and the remainder to trademarks.
◦During the fourth quarter of 2021, we performed our annual analysis of ULC’s indefinite-lived intangible assets and goodwill. As a result of such analysis, we recorded impairment charges of $5.2, with $0.3 related to trademarks and $4.9 to goodwill.
◦See Notes 51 and 1510 to our consolidated financial statements for additional details.
•On July 3, 2019, we completed the acquisition of SGS.Sensors & Software Contingent Consideration:
◦The purchase priceseller of Sensors & Software was eligible for SGS was $11.5, including contingentadditional cash consideration of $1.5 that was paid during 2020.
◦SGS’s revenues for the twelve months priorup to the date$3.8, upon achievement of acquisition were approximately $12.0.
◦The post-acquisition operating results of SGS are reflected within our HVAC reportable segment.
•On November 12, 2019, we completed the acquisition of Patterson-Kelley.
◦The purchase price for Patterson-Kelley was $59.9.
◦Patterson-Kelley’s revenues for the twelve months prior to the date of acquisition were approximately $35.0.
◦The post-acquisition operating results of Patterson-Kelley are reflected within our HVAC reportable segment.
•On December 17, 2019, we amended our senior credit agreement.
◦In connection with the amendment, we recorded a charge of $0.6 associated with the write-off of a portion of deferred financing costs associated with the senior credit agreement.
◦See Note 13 to our consolidatedcertain financial statements for additional details.
•Asbestos Product Liability Matters:performance milestones.
◦During 2019,the fourth quarter of 2021, we recorded chargesconcluded that certain of $10.1 related to asbestos product liability matters.the financial performance milestones associated with the Sensors & Software contingent consideration had been achieved.
◦Of such charges, $6.3 were reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on dispositionAs a result, we recorded an additional charge of discontinued operations, net of tax.”
◦Payments for asbestos product liability matters, net of insurance recoveries, totaled $13.1 in 2019.
•Actuarial Losses on Pension and Postretirement Plans:
◦We recorded net actuarial losses of $10.0 in the fourth quarter of 2019 in connection with the annual remeasurement of our pension and postretirement plans.
◦See Notes 1 and 11$0.6 to our consolidated financial statements for additional details, with such losses resulting primarily from declines in discount rates on our unfunded pension and postretirement plans.“Other operating (income) expense, net.”
•Changes in the Estimated Fair Value of an Equity Security:
◦During 2019, we:
▪Recorded gainsThe contingent consideration of $7.9$1.3 was paid during 2022 and is reflected within “Other income (expense), net” related to increases in the estimated fair value of an equity security that we hold; and
▪Received distributions of $2.6, which are included in “Cashcash flows from operating activities.”
◦See Note 17 tofinancing activities in our consolidated financial statements for additions details.
2018:
•On March 1, 2018, we completed the acquisition of Schonstedt.
◦The purchase price for Schonstedt was $16.4, netstatement of cash acquired of $0.3.
◦Schonstedt’s revenuesflows for the twelve months prior to the date of acquisition were approximately $9.0.
◦The post-acquisition operating results of Schonstedt are reflected within our Detection and Measurement reportable segment.
•On June 7, 2018, we completed the acquisition of Cues.
◦The purchase price for Cues was $164.4, net of cash acquired of $20.6.
◦Cues’ revenues for the twelve months prior to the date of acquisition were approximately $84.0.
◦The post-acquisition operating results of Cues are reflected within our Detection and Measurement reportable segment.
◦See Notes 1 and 4 to our consolidated financial statements for additional details.
•Asbestos Product Liability Matters:
◦During 2018, we recorded charges of $4.8 related to asbestos product liability matters.
◦Of such charges, $4.4 were reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦Payments for asbestos product liability matters, net of insurance recoveries, totaled $9.7 in 2018.
•Actuarial Losses on Pension and Postretirement Plans:
◦We recorded net actuarial losses of $6.6 in the fourth quarter of 2018 in connection with the annual remeasurement of our pension and postretirement plans, with such losses resulting primarily from negative returns on assets of our foreign pension plans.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.year ended December 31, 2022.
Results of Continuing Operations
Cyclicality of End Markets, Seasonality and Competition—Competition — The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, certain of our heating products businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses generally tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
Non-GAAP Measures — Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations acquisitions/divestitures, and the impact of the reduction to revenues on the large power projects in South Africa during 2019 and 2018 of $23.5 and $2.7, respectively.acquisitions/divestitures. We believe this metric is a useful financial measure for investors in evaluating our operating performance for the periods presented,presented, as, when read in conjunction with our revenues, it presents a useful tool to evaluate our ongoing operations and provides investors with a tool they can use to evaluate our management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors we use in internal evaluations of the overall performance of our business. This metric, however, is not a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”),GAAP, should not be
considered a substitute for net revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The following table provides selected financial information for the years ended December 31, 2020, 2019,2023, 2022, and 2018,2021, including the reconciliation of organic revenue declineincrease to net revenue increase:
| | | | Year ended December 31, | | 2020 vs | | 2019 vs | | Year ended December 31, | | 2023 vs | | 2022 vs |
| | | 2020 | | 2019 | | 2018 | | 2019% | | 2018% | | 2023 | | 2022 | | 2021 | | 2022 % | | 2021 % |
| Revenues | Revenues | $ | 1,559.5 | | | $ | 1,520.9 | | | $ | 1,512.6 | | | 2.5 | % | | 0.5 | % | Revenues | $ | 1,741.2 | | | $ | | $ | 1,460.9 | | | $ | | $ | 1,219.5 | | | 19.2 | | 19.2 | % | | 19.8 | % |
| Gross profit | Gross profit | 478.9 | | | 442.7 | | | 410.0 | | | 8.2 | | | 8.0 | |
| % of revenues | % of revenues | 30.7 | % | | 29.1 | % | | 27.1 | % | | | | | % of revenues | 38.5 | % | | 35.9 | % | | 35.4 | % | | |
| Selling, general and administrative expense | Selling, general and administrative expense | 320.0 | | | 317.6 | | | 289.1 | | | 0.8 | | | 9.9 | |
| % of revenues | % of revenues | 20.5 | % | | 20.9 | % | | 19.1 | % | | | | | % of revenues | 22.7 | % | | 24.3 | % | | 25.4 | % | | |
| Intangible amortization | Intangible amortization | 14.0 | | | 8.9 | | | 4.1 | | | 57.3 | | | 117.1 | |
| Impairment of intangible assets | 0.7 | | | — | | | — | | | * | | * |
| Impairment of goodwill and intangible assets | | Impairment of goodwill and intangible assets | — | | | 13.4 | | | 30.0 | | | * |
| Special charges, net | Special charges, net | 3.2 | | | 4.4 | | | 3.7 | | | (27.3) | | | 18.9 | |
| Other operating expenses, net | 9.0 | | | 1.8 | | | 0.6 | | | * | | * |
| Other operating (income) expense, net | | Other operating (income) expense, net | 9.0 | | | 74.9 | | | (4.1) | | | * |
| Other income (expense), net | Other income (expense), net | 2.7 | | | (5.2) | | | (7.6) | | | (151.9) | | | (31.6) | | Other income (expense), net | (10.1) | | | (15.2) | | (15.2) | | | 9.0 | | 9.0 | | | * | | * |
| Interest expense, net | Interest expense, net | (18.2) | | | (19.2) | | | (20.0) | | | (5.2) | | | (4.0) | |
| Loss on amendment/refinancing of senior credit agreement | Loss on amendment/refinancing of senior credit agreement | — | | | (0.6) | | | (0.4) | | | (100.0) | | | 50.0 | | Loss on amendment/refinancing of senior credit agreement | — | | | (1.1) | | (1.1) | | | (0.2) | | (0.2) | | | * | | * |
| | Income from continuing operations before income taxes | |
| Income from continuing operations before income taxes | |
| Income from continuing operations before income taxes | Income from continuing operations before income taxes | 116.5 | | | 85.0 | | | 84.5 | | | 37.1 | | | 0.6 | |
| Income tax provision | Income tax provision | (15.8) | | | (13.9) | | | (2.6) | | | * | | * | Income tax provision | (41.6) | | | (7.3) | | (7.3) | | | (10.9) | | (10.9) | | | * | | * |
| Income from continuing operations | Income from continuing operations | 100.7 | | | 71.1 | | | 81.9 | | | 41.6 | | | (13.2) | |
| Components of consolidated revenue increase: | Components of consolidated revenue increase: | | | | | | | | | | Components of consolidated revenue increase: | | | |
| Organic | Organic | | | | | | | (3.1) | | | (2.0) | |
| Foreign currency | Foreign currency | | | | | | | 0.2 | | | (0.9) | |
| South Africa revenue adjustments | | | | | | | 1.6 | | | (1.4) | |
| | Acquisitions | |
| Acquisitions | |
| Acquisitions | Acquisitions | | 3.8 | | | 4.8 | |
| Net revenue increase | Net revenue increase | | | | | | | 2.5 | | | 0.5 | |
* Not meaningful for comparison purposes.purposes.
Revenues -— For 2020,2023, the increase in revenues, compared to 2019,2022, was due to the impact of organic revenue growth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions. The organic revenue growth within the HVAC reportable segment was due primarily to (i) the impactincreased sales of the acquisitions of SGS and Patterson-Kelley during 2019 and ULC and Sensors & Software during 2020 and (ii) adjustments which resulted in reductions to the cumulative revenuecooling products associated with variable consideration onboth volume and price increases. Organic revenue growth within the large power projects in South Africa of $23.5 during 2019, partially offset by a decline in organic revenue in 2020. The decline in organic revenueDetection and Measurement reportable segment was due primarily to lower saleshigher volumes of HVAC heating products, HVAC domestic cooling products, andlarge projects within the communication technologies, products, partially offset by higher sales of HVAC cooling products in the international marketstransportation and power transformers. A portion of the organic revenue decline is attributableaids to a decline in customer demand and order delays caused by the COVID-19 pandemic. See “Results of Reportable Segments and Other Operating Segment” for additional details.navigation businesses.
For 2019, the 2022, the increase in revenues,revenues, compared to 2018,2021, was due primarilydue to increasesorganic revenue growth within both our HVAC and Detection and Measurement reportable segments and the impact of the Sealite, ECS and Cincinnati Fan acquisitions in revenues associated with2021 and the acquisitions of Schonstedt and CuesITL acquisition in 2018 and Sabik, SGS, and Patterson-Kelley in 2019, partially offset by (i) a decline2022. The increase in organic revenue (ii) adjustments duringwithin the firstHVAC reportable segment was driven by increased sales of heating and second quarterscooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of 2019large projects within the transportation, communication technologies, and aids to revenues on the large power projects in South Africa of $17.5 and $6.0, respectively, and (iii) a stronger U.S. dollar during 2019. The decline in organic revenue was attributable to lower sales related to the large power projects in South Africa, as these projects have been in the latter stages of completion, partially offset by increases in organic revenue for all three of our reportable segments. See “Results of Reportable Segments and Other Operating Segment” for additional details.navigation businesses.
Gross ProfitProfit -— For 2020,2023, the increase in gross profit as a percentage of revenues, compared to 2022, was due primarily to the increase in revenues noted above and greater absorption of manufacturing costs as a result of higher volumes. The higher volumes were aided by improved operational execution resulting from investments in plant automation and more stable labor and supply chain environments, particularly within our HVAC reportable segment. The resulting favorable impact on gross profit as a percentage of revenue was partially offset by less favorable sales mix within our Detection and Measurement reportable segment.
For 2022, the increase gross profit and gross profit as a percentage of revenues, compared to 2019,2021, was due primarily to (i) the impact of the reduction in revenues during 2019 of $23.5 noted above associated with the large power projects in South Africa and (ii) increases in profitability at our power transformer and cooling products businesses.These increases in gross profit and gross profit as a percentage of revenues were offset partially by declines in gross profit within our Detection and Measurement reportable segment resulting from lower sales of high-margin communication technologies products.
For 2019, the increase in gross profit and gross profit as a percentage of revenues, compared to 2018, was due primarily to (i) a more profitable revenue mix and (ii) operational improvements within the cooling businesses of our HVAC reportable segment and power transformer business of our Engineered Solutions reportable segment during 2019. The more profitable revenue mix resulted from increases in revenues associated with acquired businesses that generally have higher gross margins (i.e., Cues and Sabik) and a decrease in revenue at DBT, a business that historically generates lower gross margins. In addition, for 2019, gross profit and gross profit as a percentage of revenues were impacted negatively by the aggregate reduction in revenues noted above, of $23.5including revenue increases associated with thehigher-margin large power projects in South Africa.within our communication technologies and aids to navigation businesses.
Selling, General andand Administrative (“SG&A”) Expense — For 2020,2023, the increase in SG&A expense, compared to 2019,2022, was due primarily to (i) higher employee compensation, inclusive of increases in short-term incentive compensation expense, (ii) increases in sales incentive plan expense driven by the higher revenues mentioned above, (iii) acquisition-related costs and incremental SG&A associated with ULC since its date of acquisition in 2020 and the impact of a full year’s SG&Aexpenses associated with the 2019 acquisitions of Sabik, SGS,acquired TAMCO and Patterson-Kelley.ASPEQ businesses, and (iv) higher travel expense. These increases in SG&A were partially offset by (i) lower incentive compensationcosts related to various strategic and lower travel expensetransformational initiatives during 2020, with the lower travel expense due2023, as 2022 included spend related to the impact ofAsbestos Portfolio Sale, and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the COVID-19 pandemic.Asbestos Portfolio Sale.
For 2019, the2022, the increase in SG&A expense, compared to 2018,2021, was due primarily toto (i) incremental SG&A resulting from the acquisitions noted above, (ii) higher corporate expense associated with Sabik, SGS, and Patterson-Kelley since their respective dates of acquisition in 2019 and the impact of a full year’s SG&Aincreased costs associated with various strategic and transformational initiatives, including the 2018 acquisitionsAsbestos Portfolio Sale, and higher short-term incentive compensation in 2022, and (iii) higher travel expenses due to the easing of Schonstedt and Cues.COVID-19 pandemic restrictions in 2022.
Intangible Amortization — For 2020,2023, the increase in intangible amortization, compared to 2019,2022, was primarily due primarilyto incremental intangible amortization related to backlog and other intangible assets associated with the TAMCO and ASPEQ acquisitions. In addition, 2023 included a full year's amortization related to the amortization expense associated with ULC since its date ofITL acquisition, compared to nine months in 2020 and the impact of a full year’s amortization expense on the 2019 acquisitions of Sabik, SGS, and Patterson-Kelley.2022 period.
For 2019,2022, the increase in intangible amortization, compared to 2018,2021, was due primarilyto a full year's amortization related to the Cincinnati Fan and ECS acquisitions, as well as amortization expense associated with Sabik, SGS, and Patterson-Kelley since their respective dates of acquisition in 2019 and the impact of a full year’s amortization expense on the 2018 acquisitions of Schonstedt and Cues.ITL acquisition.
Impairment of Goodwill and Intangible Assets — In connection with the annual impairment testing of our trademarks during the fourth quarter of 2020,During 2022, we recorded impairment charges of $12.9 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. During 2021, we recorded impairment charges of these$29.5 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. See Note 10 to our consolidated financial statements for additional details.
Special Charges, Net — Special charges, net, relatedrelate primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines. See Note 8 to our consolidated financial statements for the details of actions taken in 2020, 2019,2023, 2022, and 2018.2021. The components of special charges, net, are as follows:
| | | | Year ended December 31, | | Year ended December 31, |
| | | 2020 | | 2019 | | 2018 | | 2023 | | 2022 | | 2021 |
| Employee termination costs | Employee termination costs | $ | 1.8 | | | $ | 3.1 | | | $ | 3.7 | |
| Facility consolidation costs | — | | | 0.5 | | | — | |
| Other cash costs, net | 1.0 | | | — | | | — | |
| | Non-cash asset write-downs | |
| | Non-cash asset write-downs | |
| | Non-cash asset write-downs | Non-cash asset write-downs | 0.4 | | | 0.8 | | | — | |
| Total | Total | $ | 3.2 | | | $ | 4.4 | | | $ | 3.7 | |
Other Operating (Income) Expense, Net— During 2023, we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. See Note 15 to the consolidated financial statements for additional details.
Other Operating Expenses, Net – During 2020,2022, and in connection with the Asbestos Portfolio Sale, we recorded a loss of $73.9. Additionally, prior to the Asbestos Portfolio Sale, we recorded charges of $9.4$2.3 for asbestos product liability matters, partially offset by a reduction in the fair value/liability associated with the contingent consideration related to products thatthe ECS acquisition of $1.3.
During 2021, we no longer manufacture, netrecorded income of $24.3 and $6.7 associated with a gain of $0.4reduction in the liability associated with the contingent consideration related to revisions to estimates of certain liabilities retainedthe ULC and ECS acquisitions, respectively. This income resulted from changes in connection with the 2016 salefair value of the dry cooling business.related liabilities resulting from a lower probability of the businesses achieving certain defined operational and/or financial milestones. This income was partially offset by charges The chargesof $26.3 for the asbestosasbestos product liability matters, were duealong with a charge of $0.6 related to a change in assumptions for estimatingfinalizing the related liabilities as a result of recent claim trends.contingent consideration liability associated
For 2019 and 2018, we recorded charges associated with revisions to estimates of certain liabilities retained in connection with the 2016 sale of the dry cooling business.Sensors & Software acquisition.
Other Income (Expense), Net – — Other expense, net, for 2023 was composed primarily of (i) pension and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9, and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from company-owned life insurance policies.
Other expense, net, for 2022 was composed primarily of $16.5 of asbestos-related charges incurred prior to the Asbestos Portfolio Sale, a loss of $3.0 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.9, and foreign currency transaction losses of $1.1, partially offset by pension and postretirement income (inclusive of net settlement and actuarial gains of $1.5) of $4.4, income of $2.0 derived from company-owned life insurance policies, and $3.0 of income associated with transition services agreements.
Other income, net, for 20202021 was composed primarily of pension and post retirement income of $16.4 (including actuarial gains of $9.9), a gain of $8.6$11.8 related to changes in the estimated fair value of an equity security we hold, and income derived from company-ownedcompany-owned life insurance policies of $5.0,$3.2, partially offset by charges of $7.6$21.0 associated with asbestos product liability matters and pension and postretirement expense of $3.0.matters.
Other expense, net, for 2019 was composed primarily of pension and postretirement expense of $9.9, charges of $4.5 associated with asbestos product liability matters, and foreign currency transaction losses of $1.5, partially offset by a gain of
$7.9 related to changes in the estimated fair value of an equity security that we hold and income derived from company-owned life insurance policies of $4.0.
Other expense, net, for 2018 was composed primarily of pension and postretirement expense of $3.9, charges of $5.0 associated with legacy environmental matters, and charges of $2.0 associated with asbestos product liability matters, partially offset by income of $1.5 related to the reduction of the parent company guarantees and bank surety bonds liability and the amortization of related indemnification assets that were outstanding in connection with the Balcke Dürr sale, income from company-owned life insurance policies of $0.9, and equity earnings in joint ventures of $0.6.
Interest Expense, NetNet — Interest expense, net, includes both interest expense and interest income. The decreaseincrease in interest expense, net, during 2020,2023, compared to 2019,2022, was the result of lower average interest rates during 2020, partially offset by the impact of higher average debt balances and a higher average effective interest rate during 2020.2023, with the higher average debt balances primarily resulting from borrowings in connection with the TAMCO and ASPEQ acquisitions.
The decrease in interest expense, net, during 2019,2022, compared to 2018,2021, was the result of lower average debt balances and increased interest rates on cash balances during 2019.2022.
Loss on Amendment/Refinancing of Senior Credit Agreement — During the fourth quarter of 2019,2022, we amended our senior credit agreement. In connection with the amendment, we recorded a charge of $0.6,$1.1, which consisted of the write-off of a portion of the unamortized deferred financing costs related to our senior credit facilities.
facilities ($0.7) and certain expenses incurred in connection with the amendment ($0.4). During the fourth quarter of 2018,2021, we elected to reducereduced the issuance capacity of our then-existing foreign credit instrument facilities under our senior credit agreement by $50.0. In connection with such reduction, we recordedresulting in a charge of $0.4$0.2 associated with the write-off of the unamortized deferred financing costs related to the $50.0 of previously available issuance capacity.
Income Taxes — During 2020,2023, we recorded an income tax provision of $15.8$41.6 on $116.5$186.3 of pre-tax income from continuing operations, resulting in an effective tax rate of 13.6%22.3%.The most significant items impacting the effectiveincome tax rate for 2020provision during the year 2023 were (i) $4.2$2.3 of tax benefits related to various audit settlements,changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, (ii) $1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.
During 2022, we recorded an income tax provision of $7.3 on $27.1 of pre-tax income from continuing operations, resulting in an effective rate of 26.9%. The most significant item impacting the effective tax rate for 2022 was the $73.9 loss on the Asbestos Portfolio Sale, which generated a tax benefit of only $1.1. In addition, the 2022 effective income tax rate was also impacted by (i) a $4.7 tax benefit related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets primarily due to the Holding Company Reorganization completed in 2022, (ii) $3.0 of tax benefits related to statute expirations and other adjustmentsrevisions to liabilities for uncertain tax positions, and (ii) $2.9(iii) $1.7 of excess tax benefits resulting fromassociated with stock-based compensation awards that vested and/or were exercised during the year.
During 2019,2021, we recorded an income tax provision of $13.9$10.9 on $85.0$69.9 of pre-tax income from continuing operations, resulting in an effective tax rate of 16.4%15.6%. The most significant items impacting the effective income tax rate for 20192021 were (i) $1.9earnings in jurisdictions with lower statutory tax rates, (ii) $4.3 of excessincome tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the year, (ii) a $1.9 tax benefit associated with an adjustment to the taxation of foreign earnings, (iii) $1.3 of tax benefits related to our U.S. tax credits and incentives, and (iv) $1.2 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, partially offset by $3.8 of tax expense related to various valuation allowance adjustments, primarily due to foreign losses generated during the yeartax credits for which no foreign tax benefit was recognized asthe future realization is now considered likely, and (iii) a benefit of any such tax benefit is considered unlikely.
During 2018, we recorded an income tax provision of $2.6 on $84.5 of pre-tax income from continuing operations, resulting in an effective tax rate of 3.1%%. The most significant items impacting the effective tax rate for 2018 were (i) the utilization of $33.0 of prior years' losses generated in foreign jurisdictions in which no benefit was previously recognized, (ii) $7.0 of tax benefits$3.5 related to various audit settlements, statute expirations, and other adjustments tothe resolution of certain liabilities for uncertain tax positions and (iii) $2.2interest associated with various refund claims, partially offset by $13.2 of excessincome tax benefits resulting from stock-based compensation awards that vested duringexpense associated with global intangible low-taxed income created by the year.
ResultsHVAC Reportable Segment
Our HVAC reportable segment had revenues of Discontinued Operations
Wind-Down$1,122.3, $913.8, and $752.1 in 2023, 2022 and 2021, respectively, and backlog of $306.1 and $243.1 as of December 31, 2023 and 2022, respectively. Approximately 98% of the Heat Transfer Business
Followingsegment’s backlog as of December 31, 2023 is expected to be recognized as revenue during 2024. The segment engineers, designs, manufactures, installs and services cooling products and engineered air movement solutions for the Spin-Off, we initiated a strategic shift away from theHVAC industrial and power generation markets. As part of this strategic shift, we sold the dry cooling and Balcke Dürr businesses in 2016 and commenced efforts to sell the Heat Transfer business. After an unsuccessful attempt to sell the Heat Transfer business, we implemented a wind-down plan for the business in 2018. In connection with the wind-down of Heat Transfer, we recorded charges of $3.5 in 2018, with $0.9 related to the write-down of inventory, $0.6 related to the impairment of machinery and equipment, and $2.0 to severance costs. In addition, we sold certain intangible assets of the business in 2018 for net cash proceeds of $4.8, which resulted in a gain of less than $0.1. During 2019, we completed the sale of Heat Transfer's manufacturing facility for cash proceeds of $5.5, which resulted in a gain of $0.3. During the fourth quarter of 2020, we completed the wind-down plan, which included providing all products and services on the business’s remaining contracts with customers. As a result, we are now reporting Heat Transfer as a discontinued operation for all periods presented.
Sale of Balcke Dürr Business
During 2018, we reached a settlement with the buyer of Balcke Dürr on the amount of cash and working capital at the closing date,markets, as well as on various other matters,heating and ventilation products for the residential, industrial, 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 net payment from the buyercustomer base in the amount of Euro 3.0 (or $3.6). The settlement resulted in a gain, net of tax, of $3.8, which was recorded to “Gain (loss) on disposition of discontinued operations, net of tax.”
Other Discontinued Operations Activity
In addition to Heat TransferNorth America, Europe, and Balcke Dürr, we recognized net losses ofAsia. Core brands for our cooling products include Marley, Recold, SGS, Cincinnati Fan, TAMCO, and $3.7Ingénia, $4.4while our heating products are sold under the Berko, Qmark, Fahrenheat, Leading Edge, Patterson-Kelley, Weil-McLain, Williamson-Thermoflo, INDEECO, Heatrex, AccuTherm, Brasch, Spectrum, BannerDay PipeHeating, and $0.8 during 2020, 2019 and 2018, respectively, resulting from adjustments to gains/losses on dispositions of other businesses discontinued prior to 2018.
Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.
For the years ended December 31, 2020, 2019 and 2018, results of operations from our businesses reported as discontinued operations were as follows:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Balcke Dürr | | | | | |
| Income from discontinued operations | $ | — | | | $ | — | | | $ | 6.3 | |
| Income tax provision | — | | | — | | | (2.5) | |
| Income from discontinued operations, net | — | | | — | | | 3.8 | |
| | | | | |
| Heat Transfer | | | | | |
| Income (loss) from discontinued operations | 0.3 | | | (1.8) | | | (4.9) | |
| Income tax (provision) benefit | (0.1) | | | 0.4 | | | 1.2 | |
| Income (loss) from discontinued operations, net | 0.2 | | | (1.4) | | | (3.7) | |
| | | | | |
| All other | | | | | |
| Loss from discontinued operations | (4.8) | | | (4.0) | | | (1.2) | |
| Income tax (provision) benefit | 1.1 | | | (0.4) | | | 0.4 | |
| Loss from discontinued operations, net | (3.7) | | | (4.4) | | | (0.8) | |
| | | | | |
| Total | | | | | |
| Income (loss) from discontinued operations | (4.5) | | | (5.8) | | | 0.2 | |
| Income tax (provision) benefit | 1.0 | | | — | | | (0.9) | |
| Loss from discontinued operations, net | $ | (3.5) | | | $ | (5.8) | | | $ | (0.7) | |
Detection and Measurement Reportable Segment
Our Detection and Measurement reportable segment had revenues of $618.9, $547.1, and $467.4 in 2023, 2022 and 2021, respectively, and backlog of $244.5 and $251.0 as of December 31, 2023 and 2022, respectively. Approximately 76% of the segment’s backlog as of December 31, 2023 is expected to be recognized as revenue during 2024. The segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa and Asia. Core brands for our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Riser Bond, Cues, ULC Robotics, and Sensors & Software. Our transportation systems are sold under the Genfare brand, our communication technologies products are sold under the TCI and ECS brands, and our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and Avlite brands.
Acquisitions
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material.
As previously indicated, we acquired Ingénia in 2024, TAMCO and ASPEQ in 2023, ITL in 2022, and Sealite, ECS, and Cincinnati Fan in 2021.
Divestitures
We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be material. As previously indicated, the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, was completed in 2022 and the divestiture of Transformer Solutions was completed in 2021. As previously indicated, we completed the wind-down of our DBT and Heat Transfer businesses in the fourth quarters of 2021 and 2020, respectively.
International Operations
We are a multinational corporation with operations in over 15 countries. Sales outside the United States were $287.1, $237.4 and $228.0 in 2023, 2022 and 2021, respectively.
See Note 7 to our consolidated financial statements for more information on our international operations. Research and Development
We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and develop new products to better serve our current and future customers. These efforts encompass certain of our products with divisional engineering teams coordinating their resources. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.
Patents/Trademarks
We own 160 domestic and 360 foreign patents (comprising 140 patent “families”) (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 13 patents that were issued in 2023, covering a variety of our products and manufacturing methods. We also own a number of registered trademarks. Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted. We are both a licensor and licensee of patents. For more information, please refer to “Risk Factors.”
Outsourcing and Raw Materials
We manufacture many of the components used in our products; however, our strategy includes outsourcing certain components and sub-assemblies to other companies where strategically and economically beneficial. In instances where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure. In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all. We believe that we generally will be able to continue to obtain adequate supplies of key products, components or appropriate substitutes at reasonable costs.
We are subject to increases in the prices of many of our key raw materials, including petroleum-based products and steel. In recent years, we have generally been able to offset increases in raw material costs through corresponding product pricing actions. Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations.
Due to our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.
For information regarding supply chain disruptions and labor shortages refer to “MD&A - Supply Chain Disruptions, Labor Shortages, and Cost Increases.”
Competition
Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors as they apply to the various products and services offered.
Environmental Matters
Human Capital Resources
At December 31, 2023, we had approximately 4,100 employees, with approximately 3,300 employed in the United States. We also leverage temporary workers to provide flexibility for our business and manufacturing needs. Six domestic collective bargaining agreements cover approximately 460 of our employees. In addition, we have various collective labor arrangements covering certain of our non-U.S. employee groups. While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes.
We believe that our future success is impacted by our continued ability to attract and retain highly skilled employees. As such, we strive to provide an environment where employees are developed and provided challenging career growth opportunities. We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are designed to reward employees and assist them in managing their well-being. We have focused many of our policies and programs to provide increased flexibility and work-life balance to our team members.
As part of our focus on building and sustaining a highly capable, engaged and motivated workforce that has the ability to deliver on the current and future requirements of the Company, we continue to advance our talent management framework, known as RiSE, which helps us Reach, Identify, Strengthen, and Engage our workforce. In 2023, we continued deployment of our Frontline Leader Program and have now trained more than 240 leaders in the fundamentals of effective leadership, communication, and team development. We also continue expanding the strength of our most senior leaders through our Executive Leadership Development Program that has been conducted for three cohorts. Additionally, in 2023 we implemented the final piece to our leadership development program with the launch of our Mid-level Program, “Amplified Leadership,” graduating 44 leaders. Further, we expanded the use of our online learning platform and offered several facilitated courses on focused topics, including training over 100 leaders on having “Better Conversations Every Day” with their teams.
At the beginning of 2023, we launched our updated Global Employee Survey with over 90% employee participation. This annual survey captures employee feedback on topics related to Engagement and Diversity & Inclusion. The results of the survey informed discussions about what is most important to our employees and helped us develop action plans to focus on those priorities.
During 2023, we continued our focus on enhancing our programs aimed at ensuring that we provide an inclusive environment where all employees feel valued and respected. We continued our annual leader training, engaging just under 600 people-leaders on techniques to have effective conversations on diversity and inclusion. We believe through these efforts we can unlock greater potential, provide new opportunities for our employees, and benefit from diverse backgrounds and points of view. Valuing diversity and inclusion is, and will be, an on-going part of the culture we are continuously working to strengthen.
Other Matters
No customer or group of customers that, to our knowledge, are under common control accounted for more than 10% of our consolidated revenues for any period presented.
Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses’ sales and payment terms are generally similar to those of our competitors.
Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the year.
Our website address is www.spx.com. Information on our website is not incorporated by reference herein. We file reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and certain amendments to these reports. Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A. Risk Factors
(All currency and share amounts are in millions)
You should consider the risks described below and elsewhere in our documents filed with the SEC before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.
Risks Related to our Markets and Customers
Many of the markets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.
Many of the markets in which we operate are subject to general economic cycles or industry events. In addition, certain of our businesses are subject to market-specific cycles.
Furthermore, contract timing on projects, including those relating to communication technologies, transportation systems, aids to navigation products, and process cooling systems and towers may cause significant fluctuations in revenues and profits from period to period.
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our other businesses. Downturns in the business cycles of our different operations may occur at the same time, which could exacerbate any adverse effects on our business. In addition, certain of our businesses have seasonal and weather-related fluctuations, particularly within certain of our heating products businesses within our HVAC reportable segment. Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments.”
Our business depends on capital investment and maintenance expenditures by our customers.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior. Although no one customer accounted for more than 10% of our consolidated revenues, many of our businesses derive revenues from large projects or key customer relationships and any of the aforementioned factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
Our customers have been and could be impacted by commodity availability and prices.
A number of factors outside our control, including fluctuating commodity prices, impact the demand for our products. Increased commodity prices, including as a result of new or increased tariffs or the impact of new trade laws, may increase our customers’ cost of doing business, thus causing them to delay or cancel large capital projects.
On the other hand, declining commodity prices may cause our customers to delay or cancel projects relating to the production of such commodities.Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. Reduced demand may also erode average selling prices in the relevant market.
We operate in highly competitive markets. Our failure to compete effectively could harm our business.
We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or other incentives that we cannot or will not match. These competitors may be in a stronger position to respond quickly to new or emerging technologies and may be able to undertake more extensive marketing campaigns and make more attractive offers to potential customers, employees and strategic partners. In addition, competitive environments in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and
domestic and global economic conditions. To remain competitive, we need to invest in manufacturing, marketing, customer service and support, and our distribution networks. No assurances can be made that we will have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.
Our business with various governments is subject to government contracting risks.
Our business with government agencies, including sales to prime contractors that supply these agencies, is subject to government contracting risks. U.S. and other government contracts are subject to termination by the government, either for the convenience of the government or for default as a result of our failure to perform under the applicable contract. If terminated by the government as a result of our default, we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. In addition, if we or one of our divisions were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings. If convicted or found liable, the U.S. government could subject us to fines, penalties, repayments and treble and other damages, and/or bar us from bidding on or receiving new awards of U.S. government contracts and void any contracts found to be tainted by fraud. The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.
Risks Related to our Suppliers and Vendors
The price and availability of raw materials and components has and may adversely affect our business.
We are exposed to a variety of risks relating to the price and availability of raw materials and components. In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors. Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced. We are subject to, or may enter into, long-term supplier contracts that may increase our exposure to pricing fluctuations.
The fact that we outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.
In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to the interruption of our ability to obtain outsourced products or services and ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.
Risks Related to Our Manufacturing and Operations
Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
A portion of our revenues and earnings is generated through fixed-price contracts. We recognize revenues for certain of these contracts over time whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project.
Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.
To the extent that we underestimate the remaining cost to complete a project, we may overstate the revenues and profit in a particular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the
other party. Because some of our contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
Our operations are at risk of damage, destruction or disruption by natural disasters and other unexpected events.
The loss of, or substantial damage to, one or more of our facilities, our information system infrastructure or the facilities of our suppliers could make it difficult to manufacture our products and fulfill customer orders. Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or outbreaks, epidemics or pandemics of infectious diseases (such as the recent COVID-19 pandemic) could adversely impact our operations.
Risks Related to Acquisitions and Dispositions
Acquisitions involve a number of risks and present financial, managerial and operational challenges.
Our recent and future acquisitions involve a number of risks and may present financial, managerial and operational challenges, including:
•Adverse effects on our reported operating results due to charges to earnings, including potential impairment charges associated with goodwill and other intangibles;
•Diversion of management attention from core business operations;
•Integration of technology, operations, personnel and financial and other systems;
•Increased expenses;
•Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
•Assumption of known and unknown liabilities and exposure to litigation;
•Increased levels of debt or dilution to existing stockholders;
•Potential disputes with the sellers of acquired businesses; and
•Potential cybersecurity risks, as acquired systems may not possess the appropriate security measures.
We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.
In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.
Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our failure to successfully complete acquisitions could negatively affect us.
We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.
We may not achieve the expected cost savings and other benefits of our acquisitions.
We strive for and expect to achieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, (iii) restructuring and repositioning sales and marketing organizations to eliminate redundancies, and (iv) achieving anticipated revenue synergies. Cost savings expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot assure you that we will achieve expected, or any, cost savings in connection with an acquisition. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.
Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Our dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions. See “Business,” “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures.
We have divested a number of businesses, including the Spin-Off in 2015. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, tax liabilities, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of the businesses for certain activities prior to the divestitures. In addition, certain of the counterparties to those divestitures and/or the divested businesses have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties or divested businesses will be sufficient to protect us against the full amount of these liabilities, or that a counterparty or divested business will be able to fully satisfy its obligations. Third parties also could seek to hold us responsible for any of the liabilities that a counterparty or divested business agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.
Risks Related to Macro-Economic, Domestic and World Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, which could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses’ plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2023, approximately 84% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of
embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Downturns in global economies could negatively impact our results of operations and prospects.In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with the armed conflict in Ukraine, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other nations, could negatively impact our results of operations and prospects.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•Local customers may have a preference for locally-produced products;
•Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;
•Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities, including armed conflicts, could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Public health crises, including the outbreak of a pandemic or other contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom and China or affecting the movement of people and products into and from these countries to our major markets, could have a significant negative effect on our operations.
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
There is growing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations. Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants and the products we manufacture, particularly in the HVAC reportable segment, use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Additionally, many of the products we manufacture in the HVAC reportable segment use natural gas or oil as a fuel source and may be subject to increasing regulatory restrictions aimed at “de-carbonization” or the elimination of such fuel sources. Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive. In addition, the impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. If we fail to achieve or improperly report on our progress on environmental and sustainability programs and initiatives or fail to develop product improvements to satisfy developing energy-efficiency targets, the results could have an adverse impact on our business, results of operations and financial condition.
Failure to meet evolving expectations for reporting on environmental, social, and governance (“ESG”) matters could adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative customer perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on such matters and events that give rise to actual, potential, or perceived sustainability, social responsibility and similar concerns could hurt our reputation, result in lost sales, cause our customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of our customers. Furthermore, costs associated with responding to ESG related laws, regulations, or customer requirements may have an adverse impact on our business, financial condition and results of operations and cash flows.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) systems and networks, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, ransomware, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results,
and financial condition could be materially adversely affected if, as a result of a significant cyber event or otherwise, our operations or industrial processes are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; the performance or security of our cloud-based product offerings is impacted; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Operation on multiple Enterprise Resource Planning (“ERP”) information systems and other applications may negatively impact our operations and internal control environment.
We are highly dependent on our information systems infrastructure to prepare customer quotes, process orders, purchase materials, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain internal controls, produce financial data, and otherwise carry on our businesses in the ordinary course. From time to time we also undertake projects to implement new, or update existing, ERP systems and other applications. While we believe we have the experience, skill and management abilities, as well as access to the necessary experts and consultants, to plan and execute these projects without significant disruption to our businesses, ERP and other application implementations and updates are very complex and inherently subject to risks and uncertainty. There is no assurance that the projects will succeed or that failures in the design, programming, software or implementation of these projects will not cause significant disruption to our businesses. Such a disruption could cause project cost overruns, which may be significant, losses in revenue, increases in operating costs, and reduced customer satisfaction, all of which would lead to a decline in profitability over the short term and possibly the long term. In addition, as the Company continues to pursue inorganic growth opportunities through acquisitions, our inability to properly assess the acquired ERP systems and other applications and, where necessary, implement upgrades or replacements, may prevent us from maximizing the value and realizing the synergies of those newly acquired businesses and ensuring the operating effectiveness of our internal control processes.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to Contingent Liabilities
Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
We cannot assure you that our product development, manufacturing and integration testing will be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us with regard to our products. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in products that are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers or our customers’ end users and other losses to us or to any of our customers or end users, and could also result in the loss of or delay in
market acceptance of our products and loss of sales, which would harm our business and adversely affect our revenues, profitability and cash flows.
We are subject to potential liability relating to claims, complaints and proceedings, including those relating environmental, product liability and other matters.
We are subject to various laws, ordinances, regulations and other requirements of government authorities in the United States and other nations. Additionally, changes in laws, ordinances, regulations, or other governmental policies may significantly increase our expenses and liabilities.
Certain 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, environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Periodically, claims, complaints and proceedings arising other than in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (e.g. patent infringement), including claims with respect to businesses that we have acquired for matters arising before the relevant date of the acquisition. From time to time, we face actions by governmental authorities, both in and outside the United States. 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. Our insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.
We face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees. We may be liable for the costs of investigation, removal, or remediation of hazardous substances or petroleum products on, under, or in our current or formerly owned or leased properties, or from third-party disposal facilities that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The presence of, or failure to properly remediate, these substances may have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on the ability to sell or rent affected property or to borrow funds using affected property as collateral. New or existing environmental matters or changes in environmental laws or policies could lead to material costs for environmental compliance or cleanup. In addition, environmentally related product regulations are growing globally in number and complexity and could contribute to increased costs with respect to disclosure requirements, product sales and distribution related costs, and post-sale recycling and disposal costs. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows.
See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
Risks Related to Human Capital Resources
The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.
We are dependent on the continued services of our leadership teams. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of qualified managers or skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees. If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected.
We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
At December 31, 2023, we had six domestic collective bargaining agreements covering approximately 460 of our over 4,100 employees. Four of these collective bargaining agreements expire in 2024 and are scheduled for negotiation and renewal. We also have various collective labor arrangements covering certain non-U.S. employee groups. We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.
Risks Related to Financial Matters
We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.
Our senior credit facilities and agreements governing our other indebtedness contain, or future or revised instruments may contain, various restrictions and covenants that limit our ability to incur additional indebtedness, grant liens, and make investments unless certain financial tests or other criteria are satisfied. We also must comply with certain specified financial ratios and tests. Our subsidiaries may also be subject to restrictions on their ability to make distributions to us. In addition, our senior credit facilities and agreements governing our other indebtedness contain or may contain additional affirmative and negative covenants. Material existing restrictions are described more fully in the “MD&A - Liquidity and Financial Condition - Senior Credit Facilities” and Note 13 to our consolidated financial statements. Each of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions.
If we do not comply with the covenants and restrictions contained in our senior credit facilities and agreements governing our other indebtedness, we could default under those agreements, and the debt, together with accrued interest, could be declared due and payable. If we default under our senior credit facilities, the lenders could cause all our outstanding debt obligations under our senior credit facilities to become due and payable or require us to repay the indebtedness under these facilities. If our debt is accelerated, we may not be able to repay or refinance our debt. In addition, any default under our senior credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If the indebtedness under our senior credit facilities is accelerated, we may not have sufficient assets to repay amounts due under our senior credit facilities or other debt securities then outstanding. Our ability to comply with these provisions of our senior credit facilities and agreements governing our other indebtedness will be affected by changes in the economic or business conditions or other events beyond our control. Complying with our covenants may also cause us to take actions that are not favorable to us and may make it more difficult for us to successfully execute our business strategy and compete, including against companies that are not subject to such restrictions.
A significant portion of our debt accrues interest at variable rates and increases in applicable benchmark interest rates could adversely affect our results of operations and cash flows.
Our profitability and cash flows may be adversely affected during any periods of unexpected or rapid increases in interest rates. We maintain a credit agreement with both term loan facilities and a revolving credit facility. Borrowings under these facilities accrue interest at either an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”) plus, in each case, an applicable margin based on our consolidated leverage ratio as defined in the credit agreement. A significant increase in Term SOFR or the other benchmark rates used in determining the alternative base rate would significantly increase our cost of borrowings. Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under the credit agreement, and our current or future indebtedness may be adversely affected. We are also exposed to risks if the U.S. Federal Reserve raises its benchmark interest rate, which may reduce the availability of, and increase the cost of, obtaining new debt and refinancing existing indebtedness.
For additional information related to this risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.”
Currency conversion risk could have a material impact on our reported results of business operations.
Our operating results are presented in U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar against other currencies in which we conduct business could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, including countries utilizing the Euro, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, the increased strength of the U.S. dollar could allow competitors with foreign-based manufacturing costs to sell their products in the U.S. at lower prices. Alternatively, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas.
Similarly, increased or decreased strength of the currencies of non-U.S. countries in which we manufacture will have a comparable effect against the currencies of other jurisdictions in which we sell. For example, our Radiodetection business manufactures a number of detection instruments in the United Kingdom and sells to customers in other countries, therefore increased strength of the British pound sterling will increase the effective price of these products sold in British pound sterling
into other countries; and decreased strength of British pound sterling could have a material adverse effect on the cost of materials and products purchased outside of the United Kingdom.
Credit and counterparty risks could harm our business.
The financial condition of our customers and distributors could affect our ability to market our products or collect receivables. In addition, financial difficulties faced by our customers may lead to cancellations or delays of orders.
Our customers may suffer financial difficulties that make them unable to pay for a project when completed, or they may decide not or be unable to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot assure you that expenses or losses for uncollectible amounts will not have a material adverse effect on our earnings and cash flows.
Commodity, currency and interest rate hedging activities may adversely impact our financial performance as a result of changes in relevant commodity prices, interest rates and currency rates.
We use derivative financial instruments in order to reduce the substantial effects of currency and commodity fluctuations and interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency and commodity forward contracts, currency swap agreements and currency option contracts, as well as interest rate swap agreements. We have entered into, and may continue to enter into, such hedging arrangements. By utilizing hedging instruments, we may forgo benefits that might result from fluctuations in currency exchange, commodity and interest rates. We are also exposed to the risk that counterparties to hedging contracts will default on their obligations. A default by such counterparties in performing their obligations under these hedging instruments could have an adverse effect on us.
Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows.
We are subject to taxation in various jurisdictions around the world. In preparing our financial statements, we provide for income taxes based on current tax laws and regulations and the estimated taxable income within each of these jurisdictions. Our income tax obligations, however, may be higher due to numerous factors, including changes in tax laws or regulations and the outcome of audits and examinations of our tax returns.
Officials in some of the jurisdictions in which we do business have proposed, or announced that they are reviewing, tax changes that could potentially increase taxes, and other revenue-raising laws and regulations, including those that may be enacted as a result of various OECD projects. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, could have a material impact on our financial position, results of operations, and cash flows.
As indicated in Note 12 to our consolidated financial statements, certain of our income tax returns are currently under audit. In connection with these and any future audits, there is a risk that we could be challenged by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns. Although we believe that current tax laws and regulations support our positions, there can be no assurance that tax authorities will agree with our positions. In the event tax authorities were to challenge one or more of our tax positions, an unfavorable outcome could have a material adverse impact on our financial position, results of operations, and cash flows.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangible assets of the respective reporting unit, a material non-cash charge to earnings could result.
At December 31, 2023, we had goodwill and other intangible assets, net, of $1,385.6. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying value of goodwill and indefinite-lived intangible assets. In addition, we review goodwill and indefinite-lived intangible assets for impairment more frequently if impairment indicators arise. If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangible assets, we may be required to record a material non-cash charge to earnings.
The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost reduction initiatives, capacity utilization, and assumptions for inflation and foreign currency changes. We monitor impairment indicators across all of our businesses. Significant changes in market conditions and estimates or judgments used to determine expected future cash
flows that indicate a reduction in carrying value may give, and have given, rise to impairments in the period that the change becomes known.
Cost reduction actions may affect our business.
Cost reduction actions often result in charges against earnings. These charges can vary significantly from period to period and, as a result, we may experience fluctuations in our reported net income and earnings per share due to the timing of cost reduction actions.
Changes in key estimates and assumptions related to our defined benefit pension and postretirement plans, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2023, our net liability to these plans was $100.1. The determination of funding requirements and pension expense or income associated with these plans involves significant judgment, particularly with respect to discount rates, long-term trends of future costs and other actuarial assumptions. If our assumptions change significantly due to changes in economic, legislative and/or demographic experience or circumstances, our pension and other benefit plans’ expense, funded status and our required cash contributions to such plans could be negatively impacted. In addition, returns on plan assets could have a material impact on our pension plans’ expense, funded status and our required contributions to the plans. Changes in regulations or law could also significantly impact our obligations. For example, see “MD&A - Critical Accounting Estimates” for the impact that changes in certain assumptions used in the calculation of our costs and obligations associated with these plans could have on our results of operations and financial position.
Our incurrence of additional indebtedness may affect our business and may restrict our operating flexibility.
At December 31, 2023, we had $558.3 in total indebtedness. On that same date, we had $489.2 of available borrowing capacity under our revolving credit facilities, after giving effect to $10.8 reserved for outstanding letters of credit. In addition, at December 31, 2023, we had $13.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $11.6 reserved for outstanding letters of credit. At December 31, 2023, our cash and equivalents balance was $104.9. See “MD&A - Liquidity and Financial Condition - Borrowings” and Note 13 to our consolidated financial statements for further discussion. We may incur additional indebtedness in the future, including indebtedness incurred to finance, or assumed in connection with, acquisitions. We may renegotiate or refinance our senior credit facilities or other debt facilities, or enter into additional agreements that have different or more stringent terms. Increases in the level of our indebtedness relative to our cash balances could:
•Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all;
•Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions;
•Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions;
•Limit our ability to pay dividends on our common stock in the future;
•Coupled with a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business, make it difficult to meet debt service requirements; and
•Expose us to interest rate fluctuations to the extent existing borrowings are, and any new borrowings may be, at variable rates of interest, which could result in higher interest expense and interest payments in the event of increases in interest rates.
Our ability to make scheduled payments of principal or pay interest on, or to refinance, our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, we cannot assure you that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, whether in the ordinary course of business or upon an acceleration of such indebtedness, we may pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures, revising implementation of or delaying strategic plans or seeking additional equity capital. Any of these actions could have a material adverse effect on our business, financial condition, results of operations and stock price. In addition, we cannot assure that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements, or that these actions would be permitted under the terms of our various debt agreements.
Numerous banks in many countries are syndicate members in our credit facility. Failure of one or more of our larger lenders, or several of our smaller lenders, could significantly reduce availability of our credit, which could harm our liquidity.
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.
Risks Related to Ownership of Our Common Stock
Provisions in our corporate documents and Delaware law may delay or prevent a change in control of our company, and accordingly, we may not consummate a transaction that our stockholders consider favorable.
Provisions of our Certificate of Incorporation and By-laws may inhibit changes in control of our company not approved by our Board. These provisions include, for example: a classified board of directors with directors serving staggered three-year terms; a prohibition on stockholder action by written consent; a requirement that special stockholder meetings be called only by our Chairman, President or Board; advance notice requirements for stockholder proposals and nominations; limitations on stockholders’ ability to amend, alter or repeal the By-laws; enhanced voting requirements for certain business combinations involving substantial stockholders; the authority of our Board to issue, without stockholder approval, preferred stock with terms determined in its discretion; and limitations on stockholders’ ability to remove directors. In addition, we are afforded the protections of Section 203 of the Delaware General Corporation Law, which could have similar effects. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” (each as defined in Section 203) for at least three years after the time the person became an interested stockholder unless certain conditions are met. These protective provisions could result in our not consummating a transaction that our stockholders consider favorable or discourage entities from attempting to acquire us, potentially at a significant premium to our then-existing stock price.
Increases in the number of shares of our outstanding common stock could adversely affect our common stock price or dilute our earnings per share.
Sales of a substantial number of shares of common stock into the public market, or the perception that these sales could occur, could have a material adverse effect on our stock price. As of December 31, 2023, we had the ability to issue up to an additional 3.597 shares as restricted stock units, performance stock units, or stock options under our 2019 Stock Compensation Plan. We also may issue a significant number of additional shares, in connection with acquisitions, through a registration statement, or otherwise. Additional shares issued would have a dilutive effect on our earnings per share.
ResultsITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
All companies utilizing technology are subject to threats of Reportable Segmentsbreaches of their cybersecurity programs. We understand the importance of securing our data and Other Operating Segmentinformation technology systems and networks, as well as the data customers and other stakeholders entrust to us. We have established policies, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats which are integrated into our overall risk management program and based on frameworks established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization (“ISO”) and other applicable industry standards. Despite this, there can be no guarantee that our policies and procedures will be effective. Refer to “Risk Factors” for additional detail about the material cybersecurity risks we face. Our cybersecurity program includes the following:
Collaboration, Education, Incident Response and Recovery Planning
Our key security, risk, and compliance personnel meet regularly and, together with our cybersecurity consultants, develop strategies for preserving the confidentiality, integrity and availability of data and our information technology systems and networks. We have established incident response and recovery plans to address potential cybersecurity incidents which are regularly evaluated for their effectiveness. Management maintains controls and procedures and periodically conducts tabletop exercises that are designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board of Directors (our “Board”) in a timely manner. In addition, we regularly educate employees on the importance of maintaining the security of our information technology systems and networks and over handling and protecting customer and employee data, including through regular phishing awareness campaigns, security awareness communications, and recurring privacy and security training.
Risk Assessment and Technical Safeguards
On an ongoing basis, we assess cybersecurity risk, including the review of our policies, standards, processes and practices. These assessments include a variety of activities including third party security penetration testing and independent reviews of our information security control environment and operating effectiveness. The results of these assessment activities are presented to our Board, Audit Committee, and members of management. We regularly assess and deploy technical safeguards based on vulnerability assessments, cybersecurity threat intelligence and incident response experience. In addition, our third-party technology service providers are contractually obligated to maintain cybersecurity controls and complete our security questionnaires at the time of onboarding. On a recurring basis, our third-party service providers are required to update their responses to our security questionnaires and, where available, additional information such as System and Organization Controls (“SOC”) SOC 1 or SOC 2 reports are provided.
Board and Management Oversight
Our chief information officer (“CIO”) and chief information security officer (“CISO”) have primary responsibility for assessing and managing material cybersecurity risks. Quarterly cybersecurity updates are provided to executive leadership to review security key performance indicators, identify security risks, and assess the status of approved security enhancements, and risk mitigation strategies. Our CIO has served in various roles in information technology and information security for over 30 years, including serving as the CIO of three other companies. Our CIO holds an undergraduate degree in computer science. Our CISO holds 11 industry security, risk, and/or privacy certifications and has served in various roles in information technology and information security for 25 years, including serving as the Director, Global Security, Privacy & Data Governance for one of the world's largest privately held transport corporations. Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk. The Audit Committee receives regular cybersecurity risk reports from management and, at least annually, our Board receives reports from management, including our CIO and CISO about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities.
ITEM 2. Properties
The following informationis a summary of our principal properties as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | No. of | | Approximate
Square Footage |
| | Location | | Facilities | | Owned | | Leased |
| | | | | | (in millions) |
| HVAC reportable segment | 11 U.S. states and 3 foreign countries | | 26 | | | 2.0 | | | 1.8 | |
| Detection and Measurement reportable segment | 8 U.S. states and 5 foreign countries | | 21 | | | 0.4 | | | 0.4 | |
| Corporate | 1 U.S. state | | 1 | | | — | | | 0.1 | |
| Total | | | 48 | | | 2.4 | | | 2.3 | |
In addition to manufacturing plants, we own and lease various sales, service and other locations throughout the world. We consider these properties, as well as the related machinery and equipment, to be well maintained and suitable and adequate for their intended purposes.
ITEM 3. Legal Proceedings
We are also subject to legal proceedings and claims 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.
ITEM 4. Mine Safety Disclosures
Not applicable.
P A R T I I
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the New York Stock Exchange under the symbol “SPXC.”
We discontinued dividend payments in September 2015 in connection with the Spin-off and, thus, there have been no dividends declared since such time.
On May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to repurchase our capital stock in any fiscal year. Under the authorization, we may repurchase shares through open market purchases, privately negotiated transactions or otherwise, and at prices and times and in amounts as we determine, subject to applicable restrictions under our senior credit agreement. Our senior credit agreement permits an unlimited amount of share repurchases if our consolidated leverage ratio (as calculated under the senior credit agreement) is less than 2.75 to 1.00. Otherwise, the senior credit agreement restricts our repurchase of shares if the amount of repurchases in any fiscal year exceeds $100.0 million plus a basket amount based on our cumulative consolidated net income from a specified date.
Pursuant to the 2022 re-authorization, we repurchased 706,827 of our common stock for an aggregate purchase price of $33.7 million during the year ended December 31, 2022.
As of December 31, 2023, the maximum approximate dollar value of our common stock that may be purchased under this authorization during the current fiscal year is $100.0 million. The number of stockholders of record of our common stock as of February 16, 2024 was 2,144.
Company Performance
This graph shows a five-year comparison of cumulative total returns for SPX, the S&P 500 Index, the S&P 1500 Industrials Index, and the S&P 600 Index. The graph assumes an initial investment of $100 on December 31, 2018 and the reinvestment of dividends.
| | | | | | | | | | | | | | | | | | | | |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
| SPX Technologies, Inc. | $ | 100.00 | | $ | 181.65 | | $ | 194.72 | | $ | 213.07 | | $ | 234.38 | | $ | 360.62 | |
| S&P 500 | 100.00 | | 131.49 | | 155.68 | | 200.37 | | 164.08 | | 207.21 | |
| S&P 1500 Industrials | 100.00 | | 129.80 | | 144.98 | | 177.13 | | 165.75 | | 199.52 | |
| S&P 600 | 100.00 | | 120.86 | | 132.43 | | 165.89 | | 137.00 | | 156.02 | |
ITEM 6. [Reserved]
ITEM 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
(in millions, except share data)
The following should be read in conjunction with our consolidated financial statements and the related notes. These results excludenotes thereto. Unless otherwise indicated, amounts provided in Item 7 pertain to continuing operations only.
Supply Chain Disruptions, Labor Shortages, and Cost Increases
The impact of the COVID-19 pandemic on our operating results throughout 2023 was minimal. However, during January 2022, there was an increase in pandemic cases at certain of our manufacturing facilities, which resulted in a high-level of absenteeism at such facilities during the month. In addition, since the second half of 2021, certain of our businesses experienced supply chain disruptions, as well as labor shortages, while all of our businesses experienced increases in raw material, component, and transportation costs. The combination of these matters negatively impacted our operating results during the first half of 2022, as we experienced lower absorption of manufacturing costs and, in some cases, the negative impact of cost increases on fixed-price customer contracts. During 2023, we experienced more stable labor and supply chain environments and continue to actively manage these matters.
Potential Impacts of Geopolitical Conflicts
The Russia/Ukraine conflict, and governmental actions implemented in response to the conflict, did not have a significant adverse impact on our operating results during 2023 and 2022. We are monitoring the availability of certain raw materials that are supplied by businesses in these countries. However, at this time, we do not expect the potential impact to be material to our operating results. The Russia/Ukraine conflict has created additional demand for certain products within our communication technologies business. Any longer-term impact of these global events on our business, as well as impacts from various conflicts in the Middle East region, is currently unknown due to the uncertainty around their duration and broader impact.
Executive Overview
Revenues for 2023 totaled $1,741.2, compared to $1,460.9 in 2022 (and $1,219.5 in 2021). The increase in revenues during 2023, compared to 2022, was due primarily to the impact of organic revenue growth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with both volume and price increases. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, transportation and aids to navigation businesses. The increase in revenues during 2022, compared to 2021, was due to organic revenue growth within both our HVAC and Detection and Measurement reportable segments and the impact of the Sealite, ECS and Cincinnati Fan acquisitions in 2021 and the ITL acquisition in 2022. The increase in organic revenue within the HVAC reportable segment was driven by increased sales of heating and cooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of large projects within the transportation, communication technologies, and aids to navigation businesses.
For 2023, operating income totaled $221.9, compared to $51.0 in 2022 (and $73.7 in 2021). The increase in operating income in 2023, compared to 2022, was due primarily to (i) higher income for both our HVAC and Detection and Measurement reportable segments of $103.6, (ii) the loss on the Asbestos Portfolio Sale of $73.9 incurred in 2022, and (iii) lower corporate expense of $10.2 primarily related to higher costs incurred on strategic and transformational initiatives executed during 2022, primarily related to the Asbestos Portfolio Sale, as well as expenses incurred in connection with asbestos-related matters during 2022, prior to the Asbestos Portfolio Sale. The impact of these factors was partially offset by increases in (i) employee compensation, including increases in short-term incentive compensation expense, (ii) intangible asset amortization expense of $15.4, (iii) acquisition-related and other integration costs resulting from the acquisitions of TAMCO and ASPEQ, and (iv) a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. The increase in income for our HVAC reportable segment was primarily due to the organic revenue growth mentioned above and greater absorption of manufacturing costs resulting from higher volumes and more stable labor and supply chain environments, as well as the income associated with the TAMCO and ASPEQ acquisitions. The increase in income for our Detection and Measurement reportable segment was due primarily to the organic revenue growth mentioned above. The decrease in operating income in 2022, compared to 2021, was due primarily to the loss on the Asbestos Portfolio Sale of $73.9, partially offset by an increase in income within our HVAC and Detection and Measurement reportable segments of $49.0 associated with the increase in revenue noted above.
Operating cash flows from continuing operations totaled $243.8 in 2023, compared to operating cash flows used in continuing operations of $115.2 in 2022 and operating cash flows from continuing operations of $131.2 in 2021. The increase in cash flows from operating activities was due primarily to (i) the increase in income during the period discussed above, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a reduction in the level of elevated purchases of raw materials and components during 2023, primarily within our HVAC reportable segment, due to a more stable supply chain environment, (iv) working capital improvements at certain of our project-related businesses, as
cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier (see Note 11 to our consolidated financial statements for additional details). The decrease in operating cash flows from continuing operations in 2022, compared to 2021, was due primarily to (i) a cash contribution of $138.8 associated with funding the Asbestos Portfolio Sale; (ii) income tax payments, net of refunds, of $59.6 (compared to income tax refunds, net of tax payments, of $5.5 during the year ended December 31, 2021), with a significant portion of the 2022 payments related to the gain on sale of Transformer Solutions; (iii) elevated purchases of inventory components in order to manage the potential risk associated with the then-existing supply chain environment; (iv) decreases in cash flows at certain of our project-related businesses, as cash receipts for these businesses are often subject to contractual milestones that can impact cash receipts from period to period; (v) net payments for asbestos-related matters of $15.3 (compared to net recoveries of $0.3 during the year ended December 31, 2021); and (vi) cash payments of $10.0 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier.
Additional details on certain matters noted above as well as significant items impacting the financial results for 2023, 2022, and 2021 are as follows:
2023:
•On April 3, 2023, we completed the acquisition of TAMCO
◦The purchase price for TAMCO was $125.5, inclusive of an adjustment of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $1.0.
◦The post-acquisition operating results of TAMCO are included within our HVAC reportable segment.
•On June 2, 2023, we completed the acquisition of ASPEQ
◦The purchase price for ASPEQ was $421.5, net of (i) an adjustment to the purchase price of $0.3 related to acquired working capital and (ii) cash acquired of $0.9.
◦The post-acquisition operating results of ASPEQ are included within our HVAC reportable segment.
•Incremental Term Loan
◦On April 21, 2023, we amended and restated our senior credit agreement (the “Credit Agreement”).
◦The amendment provided for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023.
◦The funds from the additional term loan (“Incremental Term Loan”) were used to partially fund the acquisition of ASPEQ.
◦See Note 13 to our consolidated financial statements for additional details.
•Resolution of Claims with Prime Contractor of South Africa Power Projects
◦On September 5, 2023, SPX Technologies and DBT entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”).
◦In connection with the Settlement Agreement, the Company incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023. In addition, DBT made payments of $25.3 to MHI during the year ended December 31, 2023 in connection with the Settlement Agreement.
◦See Notes 4 and 15 to our consolidated financial statements for additional details.
•Actuarial Losses on Pension and Postretirement Plans
◦During 2023, we recorded actuarial losses of $11.3 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from decreases in discount rates.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Resolution of Dispute with Former Representative
◦During the fourth quarter of 2023 we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment.
◦See Note 15 to our consolidated financial statements for additional details.
2022:
•Transfer of Postretirement Life Insurance Benefit Obligation
◦On February 17, 2022, we transferred our obligation for life insurance benefits under our postretirement benefit plans to an insurance carrier for cash consideration paid of $10.0.
◦In connection with the transfer, we recorded a net charge of $0.3 to “Other income (expense), net.”
◦See Note 11 to our consolidated financial statements for additional details.
•On March 31, 2022, we completed the acquisition of ITL
◦The purchase price for ITL was $40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $1.1.
◦The post-acquisition operating results of ITL are included within our Detection and Measurement reportable segment.
•Amendment of Senior Credit Agreement
◦On August 12, 2022, we amended and restated our then-existing credit agreement.
◦The then-existing credit agreement provided for committed senior secured financing with an aggregate amount of $770.0, with a final maturity of August 12, 2027.
◦See Note 13 to our consolidated financial statements for additional details.
•Settlement and Actuarial Gains and Losses - Pension and Postretirement Plans
◦In connection with the sale of Transformer Solutions, a significant number of participants of the U.S. Pension Plan (“U.S. Plan”) who were employees of Transformer Solutions elected to receive lump-sum payments from the U.S. Plan.
◦The extent of these lump-sum payments, combined with other lump-sum payments that were made by the U.S. Plan during the first nine months of 2022, required us to record settlement and actuarial losses of $6.2 during this period.
◦In addition, we recorded settlement and actuarial gains of $8.0 in the fourth quarter of 2022 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from the impact of increases in discount rates, partially offset by lower than expected returns on plan assets.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Repurchases of Common Stock — During the second quarter of 2022, we repurchased 706,827 shares of our common stock for $33.7.
•Changes in Estimated Fair Value of an Equity Security
◦We recorded losses of $3.0 within “Other income (expense), net” related to decreases in the estimated fair value of an equity security that we hold.
◦See Note 17 to our consolidated financial statements for additional details.
•Asbestos-Related Matters
◦During the third quarter of 2022, we received a ruling from a North Carolina trial court 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.
◦As a result of this ruling, we recorded charges of $21.7 during the third quarter, with $16.5 reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦On November 1, 2022, we completed the Asbestos Portfolio Sale. In connection with the sale, we contributed $138.8 to the divested subsidiaries and recorded a loss on sale of $73.9. See Notes 1 and 4 to our consolidated financial statements for additional detail.
•Impairment of Goodwill and Indefinite-Lived Intangible Assets
◦During the fourth quarter of 2022, we performed our annual impairment analyses of our goodwill and indefinite-lived intangible assets. As a result of such analyses, we recorded impairment charges of $13.4, with $12.0 related to goodwill and remainder to trademarks.
◦See Notes 1 and 10 to our consolidated financial statements for additional details.
2021:
•On April 19, 2021, we completed the acquisition of Sealite
◦The purchase price for Sealite was $80.3, net of cash acquired of $2.3.
◦The post-acquisition operating results of Sealite are reflected within our Detection and Measurement reportable segment.
•On August 2, 2021, we completed the acquisition of ECS
◦The purchase price for ECS was $39.4, net of cash acquired of $5.1.
◦The seller was eligible for additional cash consideration of up to $16.0, upon achievement of certain financial performance 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 above financial performance milestones had lessened due to a delay in the execution of a large order, resulting in a reduction of the estimated fair value/liability of $6.7, with such amount recorded to “Other operating (income) expense, net” during the quarter.
▪During the first and second quarters of 2022, we further reduced the estimated fair value/liability by $0.9 and $0.4, respectively, with such amounts recorded to “Other operating (income) expense, net.”
▪The financial performance milestones were not achieved and, thus, as of December 31, 2023 and 2022, the estimated fair value/liability related to the contingent consideration was $0.0.
◦The post-acquisition operating results of ECS are included within our Detection and Measurement reportable segment.
•On December 15, 2021, we completed the acquisition of Cincinnati Fan
◦The purchase price for Cincinnati Fan was $145.2, net of (i) an adjustment to the purchase price received during 2022 of $0.4 related to acquired working capital and (ii) cash acquired of $2.5.
◦The post-acquisition operating results of Cincinnati Fan are included within our HVAC reportable segment.
•On October 1, 2021, we completed the sale of Transformer Solutions
◦Transformer Solutions is included in discontinued operations for all periods presented.
◦We received net cash proceeds of $620.6 and recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” in 2021.
◦During the first quarter of 2022, we paid $13.9 to the buyer of Transformer Solutions related primarily to the settlement of the final working capital balances of the business.
•DBT (our South Africa subsidiary):
◦Large Power Projects
▪On February 22, 2021 and April 28, 2021, DBT received favorable rulings from dispute adjudication panels.
•In connection with the rulings, DBT received South African Rand 126.6 ($8.6 at time of payment) and South African Rand 82.0 ($6.0 at the time of payment), respectively.
•As the rulings were subject to further arbitration, such amounts were not reflected in our consolidated statements of operations prior to the Settlement Agreement.
▪In May 2021, and in connection with certain claims made by MHI, MHI made a demand and received payment of South African Rand 178.7 (or $12.5 at the time of payment) on bonds issued by a bank.
•Under the terms of the bonds and our senior credit agreement, we were required to fund the payment.
•DBT denied liability for these claims and believed it was legally entitled reimbursement of the amounts demanded.
•On October 11, 2022, a dispute adjudication panel ruled MHI drew (in both the May 2021 and September 2020 bond draws) on amounts in excess of the bond values stipulated in the contracts and was required to refund DBT South African Rand 90.8 (or $5.3) of the
previously demanded amounts, plus interest of South African Rand 12.5 (or $0.7). MHI paid these amounts on October 14, 2022.
•The remaining amounts related to the May 2021 and September 2020 bond draws, prior to the impact of the Settlement Agreement, are reflected within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2022.
◦In the fourth quarter of 2021, we completed the wind-down of DBT
▪The wind-down was a culmination of a strategic shift away from the power generation markets.
▪As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.
◦All of the above matters, among other claims, were resolved by the Settlement Agreement.
•Asbestos Product Liability Matters:
◦During 2021, we recorded charges of $51.2 related to asbestos product liability matters, with such charges related primarily to an unfavorable trend in the percentage of claims with payment (versus dismissed without payment).
◦Of such charges, $48.6 were reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦Insurance recoveries for asbestos product liability matters, net of payments, totaled $0.3 in 2021.
◦These recoveries included $15.0 associated with the settlement of an insurance coverage matter.
◦See Note 715 to our consolidated financial statements for additional details.
•Actuarial Gains on Pension and Postretirement Plans:
◦During 2021, we recorded net actuarial gains of $9.9 in the fourth quarter of 2021 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from increases in discount rates.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Changes in the Estimated Fair Value of an Equity Security:
◦During 2021, we recorded gains of $11.8 within “Other income (expense), net” related to increases in the estimated fair value of an equity security that we hold.
◦See Note 17 to our consolidated financial statements for additional details.
•ULC Robotics (“ULC”) Contingent Consideration, Indefinite-Lived Intangible Assets, and Goodwill:
◦The seller of ULC was eligible for additional cash consideration of up to $45.0 upon achievement of certain operating and financial performance milestones.
◦During the third quarter of 2021, we concluded that the operating and financial milestones associated with the ULC contingent consideration would not be achieved.
◦As a descriptionresult, we reversed the related liability of $24.3, with the offset to “Other operating (income) expense, net.”
◦We also concluded that the lack of achievement of the above 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 tested ULC’s indefinite-lived intangible assets and goodwill for impairment during the third quarter of 2021.
◦Based on such testing, 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 of $24.3, with $23.3 related to goodwill and the remainder to trademarks.
◦During the fourth quarter of 2021, we performed our annual analysis of ULC’s indefinite-lived intangible assets and goodwill. As a result of such analysis, we recorded impairment charges of $5.2, with $0.3 related to trademarks and $4.9 to goodwill.
◦See Notes 1 and 10 to our consolidated financial statements for additional details.
•Sensors & Software Contingent Consideration:
◦The seller of Sensors & Software was eligible for additional cash consideration of up to $3.8, upon achievement of certain financial performance milestones.
◦During the fourth quarter of 2021, we concluded that certain of the financial performance milestones associated with the Sensors & Software contingent consideration had been achieved.
◦As a result, we recorded an additional charge of $0.6 to “Other operating (income) expense, net.”
◦The contingent consideration of $1.3 was paid during 2022 and is reflected within cash flows from financing activities in our consolidated statement of cash flows for the year ended December 31, 2022.
Results of Continuing Operations
Cyclicality of End Markets, Seasonality and Competition — The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, certain of our heating products businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses generally tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of our reportable segments and our other operating segment.these factors.
Non-GAAP Measures — Throughout the following discussion of reportable and other operating segments, we use “organic revenue” growth (decline) to facilitate explanation of the operating performance of our segments. Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions/divestitures. We believe this metric is a non-GAAPuseful financial measure for investors in evaluating our operating performance for the periods presented, as, when read in conjunction with our revenues, it presents a useful tool to evaluate our ongoing operations and provides investors with a tool they can use to evaluate our management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors we use in internal evaluations of the overall performance of our business. This metric, however, is not a measure of financial performance under GAAP, should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The following table provides selected financial information for the years ended December 31, 2023, 2022, and 2021, including the reconciliation of organic revenue increase to net revenue increase:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | 2023 vs | | 2022 vs |
| | 2023 | | 2022 | | 2021 | | 2022 % | | 2021 % |
| Revenues | $ | 1,741.2 | | | $ | 1,460.9 | | | $ | 1,219.5 | | | 19.2 | % | | 19.8 | % |
| Gross profit | 670.0 | | | 523.9 | | | 431.8 | | | 27.9 | | | 21.3 | |
| % of revenues | 38.5 | % | | 35.9 | % | | 35.4 | % | | | | |
| Selling, general and administrative expense | 394.4 | | | 355.7 | | | 309.6 | | | 10.9 | | | 14.9 | |
| % of revenues | 22.7 | % | | 24.3 | % | | 25.4 | % | | | | |
| Intangible amortization | 43.9 | | | 28.5 | | | 21.6 | | | 54.0 | | | 31.9 | |
| Impairment of goodwill and intangible assets | — | | | 13.4 | | | 30.0 | | | * | | * |
| Special charges, net | 0.8 | | | 0.4 | | | 1.0 | | | 100.0 | | | (60.0) | |
| Other operating (income) expense, net | 9.0 | | | 74.9 | | | (4.1) | | | * | | * |
| Other income (expense), net | (10.1) | | | (15.2) | | | 9.0 | | | * | | * |
| Interest expense, net | (25.5) | | | (7.6) | | | (12.6) | | | 235.5 | | | (39.7) | |
| Loss on amendment/refinancing of senior credit agreement | — | | | (1.1) | | | (0.2) | | | * | | * |
| | | | | | | | | |
| Income from continuing operations before income taxes | 186.3 | | | 27.1 | | | 69.9 | | | 587.5 | | | (61.2) | |
| Income tax provision | (41.6) | | | (7.3) | | | (10.9) | | | * | | * |
| Income from continuing operations | 144.7 | | | 19.8 | | | 59.0 | | | 630.8 | | | (66.4) | |
| Components of consolidated revenue increase: | | | | | | | | | |
| Organic | | | | | | | 12.2 | | | 11.8 | |
| Foreign currency | | | | | | | 0.1 | | | (1.7) | |
| | | | | | | | | |
| Acquisitions | | | | | | | 6.9 | | | 9.7 | |
| Net revenue increase | | | | | | | 19.2 | | | 19.8 | |
* Not meaningful for comparison purposes. Refer
Revenues— For 2023, the increase in revenues, compared to 2022, was due to the explanationimpact of this measureorganic revenue growth within the HVAC and purposeDetection and Measurement reportable segments and, to a lesser extent, the impact of usethe TAMCO and ASPEQ acquisitions. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with both volume and price increases. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, transportation and aids to navigation businesses.
For 2022, the increase in revenues, compared to 2021, was due to organic revenue growth within both our HVAC and Detection and Measurement reportable segments and the impact of the Sealite, ECS and Cincinnati Fan acquisitions in 2021 and the ITL acquisition in 2022. The increase in organic revenue within the HVAC reportable segment was driven by management under “Resultsincreased sales of Continuing Operationsheating and cooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of large projects within the transportation, communication technologies, and aids to navigation businesses.
Gross Profit — Non-GAAP Measures.”For 2023, the increase in gross profit as a percentage of revenues, compared to 2022, was due primarily to the increase in revenues noted above and greater absorption of manufacturing costs as a result of higher volumes. The higher volumes were aided by improved operational execution resulting from investments in plant automation and more stable labor and supply chain environments, particularly within our HVAC reportable segment. The resulting favorable impact on gross profit as a percentage of revenue was partially offset by less favorable sales mix within our Detection and Measurement reportable segment.
For 2022, the increase gross profit and gross profit as a percentage of revenues, compared to 2021, was due primarily to the increase in revenues noted above, including revenue increases associated with higher-margin large projects within our communication technologies and aids to navigation businesses.
Selling, General and Administrative (“SG&A”) Expense — For 2023, the increase in SG&A expense, compared to 2022, was due primarily to (i) higher employee compensation, inclusive of increases in short-term incentive compensation expense, (ii) increases in sales incentive plan expense driven by the higher revenues mentioned above, (iii) acquisition-related costs and incremental SG&A expenses associated with the acquired TAMCO and ASPEQ businesses, and (iv) higher travel expense. These increases were partially offset by (i) lower costs related to various strategic and transformational initiatives during 2023, as 2022 included spend related to the Asbestos Portfolio Sale, and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the Asbestos Portfolio Sale.
For 2022, the increase in SG&A expense, compared to 2021, was due primarily to (i) incremental SG&A resulting from the acquisitions noted above, (ii) higher corporate expense associated with increased costs associated with various strategic and transformational initiatives, including the Asbestos Portfolio Sale, and higher short-term incentive compensation in 2022, and (iii) higher travel expenses due to the easing of COVID-19 pandemic restrictions in 2022.
Intangible Amortization — For 2023, the increase in intangible amortization, compared to 2022, was primarily due to incremental intangible amortization related to backlog and other intangible assets associated with the TAMCO and ASPEQ acquisitions. In addition, 2023 included a full year's amortization related to the ITL acquisition, compared to nine months in the 2022 period.
For 2022, the increase in intangible amortization, compared to 2021, was due to a full year's amortization related to the Cincinnati Fan and ECS acquisitions, as well as amortization associated with the ITL acquisition.
Impairment of Goodwill and Intangible Assets — During 2022, we recorded impairment charges of $12.9 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. During 2021, we recorded impairment charges of $29.5 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. See Note 10 to our consolidated financial statements for additional details.
Special Charges, Net — Special charges, net, relate primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines. See Note 8 to our consolidated financial statements for the details of actions taken in 2023, 2022, and 2021. The components of special charges, net, are as follows:
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Employee termination costs | $ | 0.8 | | | $ | 0.1 | | | $ | 1.0 | |
| | | | | |
| | | | | |
| Non-cash asset write-downs | — | | | 0.3 | | | — | |
| Total | $ | 0.8 | | | $ | 0.4 | | | $ | 1.0 | |
Other Operating (Income) Expense, Net— During 2023, we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. See Note 15 to the consolidated financial statements for additional details.
During 2022, and in connection with the Asbestos Portfolio Sale, we recorded a loss of $73.9. Additionally, prior to the Asbestos Portfolio Sale, we recorded charges of $2.3 for asbestos product liability matters, partially offset by a reduction in the fair value/liability associated with the contingent consideration related to the ECS acquisition of $1.3.
During 2021, we recorded income of $24.3 and $6.7 associated with a reduction in the liability associated with the contingent consideration related to the ULC and ECS acquisitions, respectively. This income resulted from changes in the fair value of the related liabilities resulting from a lower probability of the businesses achieving certain defined operational and/or financial milestones. This income was partially offset by charges of $26.3 for asbestos product liability matters, along with a charge of $0.6 related to finalizing the contingent consideration liability associated with the Sensors & Software acquisition.
Other Income (Expense), Net— Other expense, net, for 2023 was composed primarily of (i) pension and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9, and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from company-owned life insurance policies.
Other expense, net, for 2022 was composed primarily of $16.5 of asbestos-related charges incurred prior to the Asbestos Portfolio Sale, a loss of $3.0 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.9, and foreign currency transaction losses of $1.1, partially offset by pension and postretirement income (inclusive of net settlement and actuarial gains of $1.5) of $4.4, income of $2.0 derived from company-owned life insurance policies, and $3.0 of income associated with transition services agreements.
Other income, net, for 2021 was composed primarily of pension and post retirement income of $16.4 (including actuarial gains of $9.9), a gain of $11.8 related to changes in the estimated fair value of an equity security we hold, and income derived from company-owned life insurance policies of $3.2, partially offset by charges of $21.0 associated with asbestos product liability matters.
Interest Expense, Net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during 2023, compared to 2022, was the result of higher average debt balances and a higher average effective interest rate during 2023, with the higher average debt balances primarily resulting from borrowings in connection with the TAMCO and ASPEQ acquisitions.
The decrease in interest expense, net, during 2022, compared to 2021, was the result of lower average debt balances and increased interest rates on cash balances during 2022.
Loss on Amendment/Refinancing of Senior Credit Agreement — During 2022, we amended our senior credit agreement. In connection with the amendment, we recorded a charge of $1.1, which consisted of the write-off of a portion of the unamortized deferred financing costs related to our senior credit facilities ($0.7) and certain expenses incurred in connection with the amendment ($0.4). During 2021, we reduced the issuance capacity of our then-existing foreign credit instrument facilities resulting in a charge of $0.2 associated with the write-off of unamortized deferred financing costs.
Income Taxes — During 2023, we recorded an income tax provision of $41.6 on $186.3 of pre-tax income from continuing operations, resulting in an effective rate of 22.3%. The most significant items impacting the income tax provision during the year 2023 were (i) $2.3 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, (ii) $1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.
During 2022, we recorded an income tax provision of $7.3 on $27.1 of pre-tax income from continuing operations, resulting in an effective rate of 26.9%. The most significant item impacting the effective tax rate for 2022 was the $73.9 loss on the Asbestos Portfolio Sale, which generated a tax benefit of only $1.1. In addition, the 2022 effective income tax rate was also impacted by (i) a $4.7 tax benefit related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets primarily due to the Holding Company Reorganization completed in 2022, (ii) $3.0 of tax benefits related to statute expirations and other revisions to liabilities for uncertain tax positions, and (iii) $1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.
During 2021, we recorded an income tax provision of $10.9 on $69.9 of pre-tax income from continuing operations, resulting in an effective tax rate of 15.6%. The most significant items impacting the effective income tax rate for 2021 were (i) earnings in jurisdictions with lower statutory tax rates, (ii) $4.3 of income tax benefits related to various valuation allowance adjustments, primarily due to foreign tax credits for which the future realization is now considered likely, and (iii) a benefit of $3.5 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims, partially offset by $13.2 of income tax expense associated with global intangible low-taxed income created by the liquidation of various acquired entities.
HVAC Reportable Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | 2020 vs.
2019% | | 2019 vs.
2018% |
| | 2020 | | 2019 | | 2018 | | |
| Revenues | $ | 590.7 | | | $ | 593.2 | | | $ | 582.1 | | | (0.4) | | | 1.9 | |
| Income | 93.4 | | | 95.4 | | | 90.0 | | | (2.1) | | | 6.0 | |
| % of revenues | 15.8 | % | | 16.1 | % | | 15.5 | % | | | | |
| Components of revenue increase (decline): | | | | | | | | | |
| Organic | | | | | | | (6.9) | | | 0.5 | |
| Foreign currency | | | | | | | — | | | (0.4) | |
| Acquisitions | | | | | | | 6.5 | | | 1.8 | |
| Net revenue increase (decline) | | | | | | | (0.4) | | | 1.9 | |
RevenuesDetection and Measurement Reportable Segment
Our Detection and Measurement reportable segment had revenues of $618.9, $547.1, and $467.4 in 2023, 2022 and 2021, respectively, and backlog of $244.5 and $251.0 as of December 31, 2023 and 2022, respectively. Approximately 76% of the segment’s backlog as of December 31, 2023 is expected to be recognized as revenue during 2024. The segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base in North America, Europe, Africa and Asia. Core brands for our underground pipe and cable locators and inspection and rehabilitation equipment are Radiodetection, Pearpoint, Schonstedt, Dielectric, Riser Bond, Cues, ULC Robotics, and Sensors & Software. Our transportation systems are sold under the Genfare brand, our communication technologies products are sold under the TCI and ECS brands, and our aids to navigation products are sold under the Flash Technology, ITL, Sabik Marine, Sealite, and Avlite brands.
Acquisitions
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material.
As previously indicated, we acquired Ingénia in 2024, TAMCO and ASPEQ in 2023, ITL in 2022, and Sealite, ECS, and Cincinnati Fan in 2021.
Divestitures
We regularly review and negotiate potential divestitures in the ordinary course of business, some of which are or may be material. As previously indicated, the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, was completed in 2022 and the divestiture of Transformer Solutions was completed in 2021. As previously indicated, we completed the wind-down of our DBT and Heat Transfer businesses in the fourth quarters of 2021 and 2020, respectively.
International Operations
We are a multinational corporation with operations in over 15 countries. Sales outside the United States were $287.1, $237.4 and $228.0 in 2023, 2022 and 2021, respectively.
See Note 7 to our consolidated financial statements for more information on our international operations. Research and Development
We are actively engaged in research and development programs designed to improve existing products and manufacturing methods and develop new products to better serve our current and future customers. These efforts encompass certain of our products with divisional engineering teams coordinating their resources. We place particular emphasis on the development of new products that are compatible with, and build upon, our manufacturing and marketing capabilities.
Patents/Trademarks
We own 160 domestic and 360 foreign patents (comprising 140 patent “families”) (foreign patents include patents in individual countries in the European Union (“EU”), as well as EU-level patents), including 13 patents that were issued in 2023, covering a variety of our products and manufacturing methods. We also own a number of registered trademarks. Although in the aggregate our patents and trademarks are of considerable importance in the operation of our business, we do not consider any single patent or trademark to be of such importance that its absence would adversely affect our ability to conduct business as presently constituted. We are both a licensor and licensee of patents. For more information, please refer to “Risk Factors.”
Outsourcing and Raw Materials
We manufacture many of the components used in our products; however, our strategy includes outsourcing certain components and sub-assemblies to other companies where strategically and economically beneficial. In instances where we depend on third-party suppliers for outsourced products or components, we are subject to the risk of customer dissatisfaction with the quality or performance of the products we sell due to supplier failure. In addition, business difficulties experienced by a third-party supplier can lead to the interruption of our ability to obtain the outsourced product or component and ultimately to our inability to supply certain products to our customers on a timely basis or at all. We believe that we generally will be able to continue to obtain adequate supplies of key products, components or appropriate substitutes at reasonable costs.
We are subject to increases in the prices of many of our key raw materials, including petroleum-based products and steel. In recent years, we have generally been able to offset increases in raw material costs through corresponding product pricing actions. Occasionally, we are subject to long-term supplier contracts, which may increase our exposure to pricing fluctuations.
Due to our diverse products and services, as well as the wide geographic dispersion of our production facilities, we use numerous sources for the raw materials needed in our operations. We are not significantly dependent on any one or a limited number of suppliers, and we have been able to obtain suitable quantities of raw materials at competitive prices.
For information regarding supply chain disruptions and labor shortages refer to “MD&A - Supply Chain Disruptions, Labor Shortages, and Cost Increases.”
Competition
Our competitive position cannot be determined accurately in the aggregate or by reportable or operating segment since we and our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors as they apply to the various products and services offered.
Environmental Matters
Human Capital Resources
At December 31, 2023, we had approximately 4,100 employees, with approximately 3,300 employed in the decreaseUnited States. We also leverage temporary workers to provide flexibility for our business and manufacturing needs. Six domestic collective bargaining agreements cover approximately 460 of our employees. In addition, we have various collective labor arrangements covering certain of our non-U.S. employee groups. While we generally have experienced satisfactory labor relations, we are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes.
We believe that our future success is impacted by our continued ability to attract and retain highly skilled employees. As such, we strive to provide an environment where employees are developed and provided challenging career growth opportunities. We offer a “Total Rewards” program that provides comprehensive compensation and benefits packages that are designed to reward employees and assist them in managing their well-being. We have focused many of our policies and programs to provide increased flexibility and work-life balance to our team members.
As part of our focus on building and sustaining a highly capable, engaged and motivated workforce that has the ability to deliver on the current and future requirements of the Company, we continue to advance our talent management framework, known as RiSE, which helps us Reach, Identify, Strengthen, and Engage our workforce. In 2023, we continued deployment of our Frontline Leader Program and have now trained more than 240 leaders in the fundamentals of effective leadership, communication, and team development. We also continue expanding the strength of our most senior leaders through our Executive Leadership Development Program that has been conducted for three cohorts. Additionally, in 2023 we implemented the final piece to our leadership development program with the launch of our Mid-level Program, “Amplified Leadership,” graduating 44 leaders. Further, we expanded the use of our online learning platform and offered several facilitated courses on focused topics, including training over 100 leaders on having “Better Conversations Every Day” with their teams.
At the beginning of 2023, we launched our updated Global Employee Survey with over 90% employee participation. This annual survey captures employee feedback on topics related to Engagement and Diversity & Inclusion. The results of the survey informed discussions about what is most important to our employees and helped us develop action plans to focus on those priorities.
During 2023, we continued our focus on enhancing our programs aimed at ensuring that we provide an inclusive environment where all employees feel valued and respected. We continued our annual leader training, engaging just under 600 people-leaders on techniques to have effective conversations on diversity and inclusion. We believe through these efforts we can unlock greater potential, provide new opportunities for our employees, and benefit from diverse backgrounds and points of view. Valuing diversity and inclusion is, and will be, an on-going part of the culture we are continuously working to strengthen.
Other Matters
No customer or group of customers that, to our knowledge, are under common control accounted for more than 10% of our consolidated revenues for any period presented.
Our businesses maintain sufficient levels of working capital to support customer requirements, particularly inventory. We believe our businesses’ sales and payment terms are generally similar to those of our competitors.
Many of our businesses closely follow changes in the industries and end markets they serve. In addition, certain businesses have seasonal fluctuations. Historically, our businesses generally tend to be stronger in the second half of the year.
Our website address is www.spx.com. Information on our website is not incorporated by reference herein. We file reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and certain amendments to these reports. Copies of these reports are available free of charge on our website as soon as reasonably practicable after we file the reports with the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 1A. Risk Factors
(All currency and share amounts are in millions)
You should consider the risks described below and elsewhere in our documents filed with the SEC before investing in any of our securities. We may amend, supplement or add to the risk factors described below from time to time in future reports filed with the SEC.
Risks Related to our Markets and Customers
Many of the markets in which we operate are cyclical or are subject to industry events, and our results have been and could be affected as a result.
Many of the markets in which we operate are subject to general economic cycles or industry events. In addition, certain of our businesses are subject to market-specific cycles.
Furthermore, contract timing on projects, including those relating to communication technologies, transportation systems, aids to navigation products, and process cooling systems and towers may cause significant fluctuations in revenues comparedand profits from period to 2019, wasperiod.
The businesses of many of our customers are to varying degrees cyclical and have experienced, and may continue to experience, periodic downturns. Cyclical changes and specific industry events could also affect sales of products in our other businesses. Downturns in the business cycles of our different operations may occur at the same time, which could exacerbate any adverse effects on our business. In addition, certain of our businesses have seasonal and weather-related fluctuations, particularly within certain of our heating products businesses within our HVAC reportable segment. Historically, many of our key businesses generally have tended to have stronger performance in the second half of the year. See “MD&A - Results of Continuing Operations and Results of Reportable Segments.”
Our business depends on capital investment and maintenance expenditures by our customers.
Demand for most of our products and services depends on the level of new capital investment and planned maintenance expenditures by our customers. The level of capital expenditures by our customers fluctuates based on planned expansions, new builds and repairs, commodity prices, general economic conditions, availability of credit, and expectations of future market behavior. Although no one customer accounted for more than 10% of our consolidated revenues, many of our businesses derive revenues from large projects or key customer relationships and any of the aforementioned factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, financial condition, results of operations and cash flows.
Our customers have been and could be impacted by commodity availability and prices.
A number of factors outside our control, including fluctuating commodity prices, impact the demand for our products. Increased commodity prices, including as a result of new or increased tariffs or the impact of new trade laws, may increase our customers’ cost of doing business, thus causing them to delay or cancel large capital projects.
On the other hand, declining commodity prices may cause our customers to delay or cancel projects relating to the production of such commodities.Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. Reduced demand may also erode average selling prices in the relevant market.
We operate in highly competitive markets. Our failure to compete effectively could harm our business.
We sell our products in highly competitive markets, which could result in pressure on our profit margins and limit our ability to maintain or increase the market share of our products. We compete on a number of fronts, including on the basis of service, product performance, technical innovation and price. We have a number of competitors with substantial technological and financial resources, brand recognition and established relationships with global service providers. Some of our competitors have lower cost structures, support from local governments, or both. In addition, new competitors may enter the markets in which we participate. Competitors may be able to offer lower prices, additional products or services or a more attractive mix of products or services, or services or other incentives that we cannot or will not match. These competitors may be in a stronger position to respond quickly to new or emerging technologies and may be able to undertake more extensive marketing campaigns and make more attractive offers to potential customers, employees and strategic partners. In addition, competitive environments in slow-growth markets, to which some of our businesses have exposure, have been inherently more influenced by pricing and
domestic and global economic conditions. To remain competitive, we need to invest in manufacturing, marketing, customer service and support, and our distribution networks. No assurances can be made that we will have sufficient resources to continue to make the investment required to maintain or increase our market share or that our investments will be successful. If we do not compete successfully, our business, financial condition, results of operations and cash flows could be materially adversely affected.
Our business with various governments is subject to government contracting risks.
Our business with government agencies, including sales to prime contractors that supply these agencies, is subject to government contracting risks. U.S. and other government contracts are subject to termination by the government, either for the convenience of the government or for default as a result of our failure to perform under the applicable contract. If terminated by the government as a result of our default, we could be liable for additional costs the government incurs in acquiring undelivered goods or services from another source and any other damages it suffers. In addition, if we or one of our divisions were charged with wrongdoing with respect to a U.S. government contract, the U.S. government could suspend us from bidding on or receiving awards of new government contracts pending the completion of legal proceedings. If convicted or found liable, the U.S. government could subject us to fines, penalties, repayments and treble and other damages, and/or bar us from bidding on or receiving new awards of U.S. government contracts and void any contracts found to be tainted by fraud. The U.S. government also reserves the right to debar a contractor from receiving new government contracts for fraudulent, criminal or other seriously improper conduct.
Risks Related to our Suppliers and Vendors
The price and availability of raw materials and components has and may adversely affect our business.
We are exposed to a variety of risks relating to the price and availability of raw materials and components. In recent years, we have faced volatility in the prices of many key raw materials (e.g., steel and oil) and key components (e.g., circuit boards), including price increases in response to trade laws and tariffs and shortages related to supply chain disruptions, including as a result of public health crises, geopolitical events or other factors. Increases in the prices of raw materials and components, including as a result of new or increased tariffs or the impact of new trade laws, or shortages or allocations of materials and components may have a material adverse effect on our financial position, results of operations or cash flows, as there may be delays in our ability, or we may not be able, to pass cost increases on to our customers, or our sales may be reduced. We are subject to, or may enter into, long-term supplier contracts that may increase our exposure to pricing fluctuations.
The fact that we outsource various elements of the products and services we sell subjects us to the business risks of our suppliers and subcontractors, which could have a material adverse impact on our operations.
In areas where we depend on third-party suppliers and subcontractors for outsourced products, components or services, we are subject to the risk of customer dissatisfaction with the quality or performance of the products or services we sell due to supplier or subcontractor failure. In addition, business difficulties experienced by a third-party supplier or subcontractor can lead to the interruption of our ability to obtain outsourced products or services and ultimately our inability to supply products or services to our customers. Third-party supplier and subcontractor business interruptions can include, but are not limited to, work stoppages, union negotiations and other labor disputes. Current economic conditions could also impact the ability of suppliers and subcontractors to access credit and, thus, impair their ability to provide us quality products or services in a timely manner, or at all.
Risks Related to Our Manufacturing and Operations
Cost overruns, inflation, delays and other risks could significantly impact our results, particularly with respect to fixed-price contracts.
A portion of our revenues and earnings is generated through fixed-price contracts. We recognize revenues for certain of these contracts over time whereby revenues and expenses, and thereby profit, in a given period are determined based on our estimates as to the project status and the costs remaining to complete a particular project.
Estimates of total revenues and cost at completion are subject to many variables, including the length of time to complete a contract. In addition, contract delays may negatively impact these estimates and our revenues and earnings results for affected periods.
To the extent that we underestimate the remaining cost to complete a project, we may overstate the revenues and profit in a particular period. Further, certain of these contracts provide for penalties or liquidated damages for failure to timely perform our obligations under the contract, or require that we, at our expense, correct and remedy certain defects to the satisfaction of the
other party. Because some of our contracts are at a fixed price, we face the risk that cost overruns or inflation may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.
Our operations are at risk of damage, destruction or disruption by natural disasters and other unexpected events.
The loss of, or substantial damage to, one or more of our facilities, our information system infrastructure or the facilities of our suppliers could make it difficult to manufacture our products and fulfill customer orders. Severe weather events (such as flooding, tornadoes or hurricanes), earthquakes, tsunamis, fires, explosions, acts of war, terrorism, civil unrest, or outbreaks, epidemics or pandemics of infectious diseases (such as the recent COVID-19 pandemic) could adversely impact our operations.
Risks Related to Acquisitions and Dispositions
Acquisitions involve a number of risks and present financial, managerial and operational challenges.
Our recent and future acquisitions involve a number of risks and may present financial, managerial and operational challenges, including:
•Adverse effects on our reported operating results due to charges to earnings, including potential impairment charges associated with goodwill and other intangibles;
•Diversion of management attention from core business operations;
•Integration of technology, operations, personnel and financial and other systems;
•Increased expenses;
•Increased foreign operations, often with unique issues relating to corporate culture, compliance with legal and regulatory requirements and other challenges;
•Assumption of known and unknown liabilities and exposure to litigation;
•Increased levels of debt or dilution to existing stockholders;
•Potential disputes with the sellers of acquired businesses; and
•Potential cybersecurity risks, as acquired systems may not possess the appropriate security measures.
We conduct operational, financial, tax, systems, and legal due diligence on all acquisitions; however, we cannot assure that all potential risks or liabilities are adequately discovered, disclosed, or understood in each instance.
In addition, internal controls over financial reporting of acquired companies may not be compliant with required standards. Issues may exist that could rise to the level of significant deficiencies or, in some cases, material weaknesses, particularly with respect to foreign companies or non-public U.S. companies.
Our integration activities may place substantial demands on our management, operational resources and financial and internal control systems. Customer dissatisfaction or performance problems with an acquired business, technology, service or product could also have a material adverse effect on our reputation and business.
Our failure to successfully complete acquisitions could negatively affect us.
We may not be able to consummate desired acquisitions, which could materially impact our growth rate, results of operations, future cash flows and stock price. Our ability to achieve our goals depends upon, among other things, our ability to identify and successfully acquire companies, businesses and product lines, to effectively integrate them and to achieve cost savings. We may also be unable to raise additional funds necessary to consummate these acquisitions. In addition, decreases in our stock price may adversely affect our ability to consummate acquisitions. Competition for acquisitions in our business areas may be significant and result in higher prices for businesses, including businesses that we may target, which may also affect our acquisition rate or benefits achieved from our acquisitions.
We may not achieve the expected cost savings and other benefits of our acquisitions.
We strive for and expect to achieve cost savings in connection with our acquisitions, including: (i) manufacturing process and supply chain rationalization, (ii) streamlining redundant administrative overhead and support activities, (iii) restructuring and repositioning sales and marketing organizations to eliminate redundancies, and (iv) achieving anticipated revenue synergies. Cost savings expectations are estimates that are inherently difficult to predict and are necessarily speculative in nature, and we cannot assure you that we will achieve expected, or any, cost savings in connection with an acquisition. In addition, we cannot assure you that unforeseen factors will not offset the estimated cost savings or other benefits from our acquisitions. As a result, anticipated benefits could be delayed, differ significantly from our estimates and the other information contained in this report, or not be realized.
Dispositions or liabilities retained in connection with dispositions could negatively affect us.
Our dispositions involve a number of risks and present financial, managerial and operational challenges, including diversion of management attention from running our core businesses, increased expense associated with the dispositions, potential disputes with the customers or suppliers of the disposed businesses, potential disputes with the acquirers of the disposed businesses and a potential dilutive effect on our earnings per share.
If dispositions are not completed in a timely manner, there may be a negative effect on our cash flows and/or our ability to execute our strategy. In addition, we may not realize some or all of the anticipated benefits of our dispositions. See “Business,” “MD&A - Results of Discontinued Operations,” and Note 4 to our consolidated financial statements for the status of our divestitures.
We have divested a number of businesses, including the Spin-Off in 2015. With respect to some of these former businesses, we have contractually agreed to indemnify the counterparties against, or otherwise retain, certain liabilities, including certain lawsuits, tax liabilities, product liability claims, and environmental matters. Even without ongoing contractual indemnification obligations, we could be exposed to liabilities arising out of the businesses for certain activities prior to the divestitures. In addition, certain of the counterparties to those divestitures and/or the divested businesses have agreed to indemnify us or assume certain liabilities relating to those divestitures. However, there can be no assurance that the indemnity or assumption of liability by the counterparties or divested businesses will be sufficient to protect us against the full amount of these liabilities, or that a counterparty or divested business will be able to fully satisfy its obligations. Third parties also could seek to hold us responsible for any of the liabilities that a counterparty or divested business agreed to assume. Even if we ultimately succeed in recovering any amounts for which we were initially held liable, we may be temporarily required to bear these losses ourselves.
Risks Related to Macro-Economic, Domestic and World Events
Governmental laws and regulations could negatively affect our business.
Changes in laws and regulations to which we are or may become subject could have a significant negative impact on our business. In addition, we could face material costs and risks if it is determined that we have failed to comply with relevant laws and regulations. We are subject to U.S. Customs and Export Regulations, including U.S. International Traffic and Arms Regulations and similar laws, which collectively control import, export and sale of technologies by companies and various other aspects of the operation of our business; the Foreign Corrupt Practices Act and similar anti-bribery laws, which prohibit companies from making improper payments to government officials for the purposes of obtaining or retaining business; the California Transparency in Supply Chain Act and similar laws and regulations, which relate to human trafficking and anti-slavery and impose new compliance requirements on our businesses and their suppliers; and the California Consumer Privacy Act of 2018 and the European General Data Protection Regulation, which establish data management requirements for the protection of personal information of individuals. While our policies and procedures mandate compliance with such laws and regulations, there can be no assurance that our employees and agents will always act in strict compliance. Failure to comply with such laws and regulations may result in civil and criminal enforcement, including monetary fines and possible injunctions against shipment of product or other of our activities, which could have a material adverse impact on our results of operations and financial condition.
Several of our businesses are reliant on or may be directly impacted by government regulations. Changes to these regulations may have a significant negative impact on these businesses. For example, (i) a reduction of Federal Aviation Administration regulations mandating lighting of towers and buildings at height; (ii) increases in Department of Energy regulations on energy efficiency requirements for heating, and (iii) a reduction in regulations requiring 811 calls to be made before the commencement of a digging project, could have a significant negative impact on these businesses. While we monitor these regulations and our businesses’ plan for potential changes, there can be no assurance that we will be able to adapt in each circumstance. Failure to adapt if regulations change could have a material adverse impact on our results of operations and financial condition.
Difficulties presented by domestic economic, political, legal, accounting and business factors could negatively affect our business.
In 2023, approximately 84% of our revenues were generated inside the United States. Our reliance on U.S. revenues and U.S. manufacturing bases exposes us to a number of risks, including:
•Government embargoes or foreign trade restrictions such as antidumping duties, as well as the imposition of trade sanctions by the United States against a class of products imported from or sold and exported to, or the loss of “normal trade relations” status with, countries in which we conduct business, could significantly increase our cost of products imported into or exported from the United States or reduce our sales and harm our business and the relaxation of
embargoes and foreign trade restrictions by the United States could adversely affect the market for our products in the United States;
•Customs and tariffs may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner and may increase the cost of our raw materials, including raw materials sourced domestically;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Environmental and other laws and regulations could increase our costs or limit our ability to run our business; and
•Our ability to obtain supplies from foreign vendors and ship products internationally may be impaired during times of crisis or otherwise.
Any of the above factors or other factors affecting the movement of people and products into and from various countries to North America could have a significant negative effect on our operations. In addition, our concentration on U.S. business may make it difficult to enter new markets, making it more difficult for our businesses to grow.
Worldwide economic conditions could negatively impact our businesses.
Many of our customers historically have tended to delay capital projects, including expensive maintenance and upgrades, during economic downturns. Poor macroeconomic conditions could negatively impact our businesses by adversely affecting, among other things, our:
•Revenues;
•Margins;
•Profits;
•Cash flows;
•Customers’ orders, including order cancellation activity or delays on existing orders;
•Customers’ ability to access credit;
•Customers’ ability to pay amounts due to us; and
•Suppliers’ and distributors’ ability to perform and the availability and costs of materials and subcontracted services.
Downturns in global economies could negatively impact our results of operations and prospects.In addition, economic instabilities resulting from geopolitical activities, including instabilities associated with the armed conflict in Ukraine, and the imposition of governmental sanctions in response thereto, and any conflict or threat of conflict that may affect Taiwan or any other nations, could negatively impact our results of operations and prospects.
Our non-U.S. revenues and operations expose us to numerous risks that may negatively impact our business.
To the extent we generate revenues outside of the United States, non-U.S. revenues and non-U.S. manufacturing bases expose us to a number of risks, including:
•Significant competition could come from local or long-term participants in non-U.S. markets who may have significantly greater market knowledge and substantially greater resources than we do;
•Local customers may have a preference for locally-produced products;
•Credit risk or financial condition of local customers and distributors could affect our ability to market our products or collect receivables;
•Regulatory or political systems or barriers may make it difficult or impossible to enter or remain in new markets. In addition, these barriers may impact our existing businesses, including making it more difficult for them to grow;
•Local political, economic and social conditions, including the possibility of hyperinflationary conditions, political instability, nationalization of private enterprises, or unexpected changes relating to currency could adversely impact our revenues and operations;
•Customs, tariffs and trade restrictions may make it difficult or impossible for us to move our products or assets across borders in a cost-effective manner;
•Transportation and shipping expenses may add additional cost to our products;
•Complications related to shipping, including delays due to weather, labor action, or customs, may impact our profit margins or lead to lost business;
•Local, regional or worldwide hostilities, including armed conflicts, could impact our operations;
•Distance and language and cultural differences may make it more difficult to manage our business and employees and to effectively market our products and services; and
•Public health crises, including the outbreak of a pandemic or other contagious disease.
Any of the above factors or other factors affecting social and economic activity in the United Kingdom and China or affecting the movement of people and products into and from these countries to our major markets, could have a significant negative effect on our operations.
Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
There is growing concern that increases in global average temperatures as a result of increased concentration of carbon dioxide and other greenhouse gases in the atmosphere will cause significant adverse long-term climate changes, as well as more near-term changes in weather patterns that could adversely impact our operations. Moreover, growing concern over climate change may result in additional legal or regulatory requirements to disclose levels of carbon dioxide and other greenhouse gas emissions or that are designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants and the products we manufacture, particularly in the HVAC reportable segment, use significant amounts of electricity generated by burning fossil fuels, which releases carbon dioxide. Additionally, many of the products we manufacture in the HVAC reportable segment use natural gas or oil as a fuel source and may be subject to increasing regulatory restrictions aimed at “de-carbonization” or the elimination of such fuel sources. Increased energy or compliance costs and expenses as a result of increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our products and we may be required to develop product improvements to satisfy developing energy-efficiency targets in order to remain competitive. In addition, the impacts of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. If we fail to achieve or improperly report on our progress on environmental and sustainability programs and initiatives or fail to develop product improvements to satisfy developing energy-efficiency targets, the results could have an adverse impact on our business, results of operations and financial condition.
Failure to meet evolving expectations for reporting on environmental, social, and governance (“ESG”) matters could adversely affect our sales and results of operations.
Expectations from investors, customers, team members, government agencies and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative customer perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on such matters and events that give rise to actual, potential, or perceived sustainability, social responsibility and similar concerns could hurt our reputation, result in lost sales, cause our customers to seek alternative sources for their needs and make it difficult and costly for us to regain the confidence of our customers. Furthermore, costs associated with responding to ESG related laws, regulations, or customer requirements may have an adverse impact on our business, financial condition and results of operations and cash flows.
Risks Related to Information, Technology and Cybersecurity
If we are unable to protect our information systems and networks against data corruption, cyber-based attacks or network security breaches, our operations could be disrupted.
We are increasingly dependent on cloud-based and other information technology (“IT”) systems and networks, some of which are managed by third parties, to process, transmit, and store electronic information. We depend on such IT infrastructure for electronic communications among our locations around the world and between our personnel and suppliers and customers. In addition, we rely on these IT systems to record, process, summarize, transmit, and store electronic information, and to manage or support a variety of business processes and activities, including, among other things, our accounting and financial reporting processes; our manufacturing and supply chain processes; our sales and marketing efforts; and the data related to our research and development efforts. The failure of our IT systems or those of our business partners or third-party service providers to perform properly, or difficulties encountered in the development of new systems or the upgrade of existing systems, could disrupt our business and harm our reputation, which may result in decreased sales, increased overhead costs, excess or obsolete inventory, and product shortages, causing our business, reputation, financial condition, and operating results to suffer. Upon expiration or termination of any of our agreements with third-party vendors, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one vendor to another vendor could subject us to operational delays and inefficiencies until the transition is complete.
IT security threats are increasing in frequency and sophistication. We have experienced, and expect to continue to experience, cyber-attacks on our IT systems and networks. Cyber-attacks may be random, coordinated, or targeted, including sophisticated computer crime threats. These threats pose a risk to the security of our systems and networks, and those of our business partners and third-party service providers, and to the confidentiality, availability, and integrity of our data. Despite our implementation of security measures, cybersecurity threats, such as malicious software, ransomware, phishing attacks, computer viruses, and attempts to gain unauthorized access, cannot be completely mitigated. Our business, reputation, operating results,
and financial condition could be materially adversely affected if, as a result of a significant cyber event or otherwise, our operations or industrial processes are disrupted or shutdown; our confidential, proprietary information is stolen or disclosed; the performance or security of our cloud-based product offerings is impacted; our intranet and internet sites are compromised; data is manipulated or destroyed; we incur costs or are required to pay fines in connection with stolen customer, employee, or other confidential information; we must dedicate significant resources to system repairs or increase cyber security protection; or we otherwise incur significant litigation or other costs.
In addition, newer generations of certain of our products include IT systems, including systems that are cloud-based and/or interconnect through the internet. These systems are subject to the same cybersecurity threats described above and the failure of these systems, including by cyber-attack, could disrupt our customers’ business, leading to potential exposure for us.
Operation on multiple Enterprise Resource Planning (“ERP”) information systems and other applications may negatively impact our operations and internal control environment.
We are highly dependent on our information systems infrastructure to prepare customer quotes, process orders, purchase materials, track inventory, ship products in a timely manner, prepare invoices to our customers, maintain internal controls, produce financial data, and otherwise carry on our businesses in the ordinary course. From time to time we also undertake projects to implement new, or update existing, ERP systems and other applications. While we believe we have the experience, skill and management abilities, as well as access to the necessary experts and consultants, to plan and execute these projects without significant disruption to our businesses, ERP and other application implementations and updates are very complex and inherently subject to risks and uncertainty. There is no assurance that the projects will succeed or that failures in the design, programming, software or implementation of these projects will not cause significant disruption to our businesses. Such a disruption could cause project cost overruns, which may be significant, losses in revenue, increases in operating costs, and reduced customer satisfaction, all of which would lead to a decline in organic revenue, partially offsetprofitability over the short term and possibly the long term. In addition, as the Company continues to pursue inorganic growth opportunities through acquisitions, our inability to properly assess the acquired ERP systems and other applications and, where necessary, implement upgrades or replacements, may prevent us from maximizing the value and realizing the synergies of those newly acquired businesses and ensuring the operating effectiveness of our internal control processes.
Our technology is important to our success, and failure to develop new products or make the appropriate investment in technology advancements may result in the loss of any sustainable competitive advantage in products, services and processes.
We believe the development of our intellectual property rights is critical to the success of our business. In order to maintain our market positions and margins, we need to regularly develop and introduce high-quality, technologically advanced and cost-effective products on a timely basis, in many cases in multiple jurisdictions around the world. Information technology systems, platforms and products are critical to our operating environment, product offerings and competitive position. Certain digitalization initiatives important to our long-term success may require capital investment, have significant risks associated with their execution, and could take several years to implement. If we do not accurately predict, prepare and respond to new technology innovations, market developments and changing customer needs, our revenues, profitability and long-term competitiveness could be materially adversely affected.
Failure to protect or unauthorized use of our intellectual property may harm our business.
Despite our efforts to protect our proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. The steps we have taken may not prevent unauthorized use of our technology or knowledge, particularly in foreign countries where the laws may not protect our proprietary rights to the same extent as in the United States. Costs incurred to defend our rights may be material.
Risks Related to Contingent Liabilities
Our current and planned products may contain defects or errors that are detected only after delivery to customers. If that occurs, our reputation may be harmed and we may face additional costs.
We cannot assure you that our product development, manufacturing and integration testing will be adequate to detect all defects, errors, failures and quality issues that could impact customer satisfaction or result in claims against us with regard to our products. As a result, we may have, and from time to time have had, to replace certain components and/or provide remediation in response to the discovery of defects in products that are shipped. The occurrence of any defects, errors, failures or quality issues could result in cancellation of orders, product returns, diversion of our resources, legal actions by our customers or our customers’ end users and other losses to us or to any of our customers or end users, and could also result in the loss of or delay in
market acceptance of our products and loss of sales, which would harm our business and adversely affect our revenues, profitability and cash flows.
We are subject to potential liability relating to claims, complaints and proceedings, including those relating environmental, product liability and other matters.
We are subject to various laws, ordinances, regulations and other requirements of government authorities in the United States and other nations. Additionally, changes in laws, ordinances, regulations, or other governmental policies may significantly increase our expenses and liabilities.
Certain 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, environmental matters, product liability matters, and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Periodically, claims, complaints and proceedings arising other than in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (e.g. patent infringement), including claims with respect to businesses that we have acquired for matters arising before the relevant date of the acquisition. From time to time, we face actions by governmental authorities, both in and outside the United States. 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. Our insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.
We face environmental exposures including, for example, those relating to discharges from and materials handled as part of our operations, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees. We may be liable for the costs of investigation, removal, or remediation of hazardous substances or petroleum products on, under, or in our current or formerly owned or leased properties, or from third-party disposal facilities that we may have used, without regard to whether we knew of, or caused, the presence of the contaminants. The presence of, or failure to properly remediate, these substances may have adverse effects, including, for example, substantial investigative or remedial obligations and limitations on the ability to sell or rent affected property or to borrow funds using affected property as collateral. New or existing environmental matters or changes in environmental laws or policies could lead to material costs for environmental compliance or cleanup. In addition, environmentally related product regulations are growing globally in number and complexity and could contribute to increased costs with respect to disclosure requirements, product sales and distribution related costs, and post-sale recycling and disposal costs. There can be no assurance that these liabilities and costs will not have a material adverse effect on our financial position, results of operations, or cash flows.
See “MD&A - Critical Accounting Estimates - Contingent Liabilities” and Note 15 to our consolidated financial statements for further discussion.
Risks Related to Human Capital Resources
The loss of key personnel and an inability to attract and retain qualified employees could have a material adverse effect on our operations.
We are dependent on the continued services of our leadership teams. The loss of these personnel without adequate replacement could have a material adverse effect on our operations. Additionally, we need qualified managers and skilled employees with technical and manufacturing industry experience in many locations in order to operate our business successfully. From time to time, there may be a shortage of qualified managers or skilled labor, which may make it more difficult and expensive for us to attract and retain qualified employees. If we were unable to attract and retain sufficient numbers of qualified individuals or our costs to do so were to increase significantly, our operations could be materially adversely affected.
We are subject to work stoppages, union negotiations, labor disputes and other matters associated with our labor force, which may adversely impact our operations and cause us to incur incremental costs.
At December 31, 2023, we had six domestic collective bargaining agreements covering approximately 460 of our over 4,100 employees. Four of these collective bargaining agreements expire in 2024 and are scheduled for negotiation and renewal. We also have various collective labor arrangements covering certain non-U.S. employee groups. We are subject to potential union campaigns, work stoppages, union negotiations and other potential labor disputes. Further, we may be subject to work stoppages, which are beyond our control, at our suppliers or customers.
Risks Related to Financial Matters
We may not be able to finance future needs or adapt our business plan to react to changes in economic or business conditions because of restrictions placed on us by our senior credit facilities and any existing or future instruments governing our other indebtedness.
Our senior credit facilities and agreements governing our other indebtedness contain, or future or revised instruments may contain, various restrictions and covenants that limit our ability to incur additional indebtedness, grant liens, and make investments unless certain financial tests or other criteria are satisfied. We also must comply with certain specified financial ratios and tests. Our subsidiaries may also be subject to restrictions on their ability to make distributions to us. In addition, our senior credit facilities and agreements governing our other indebtedness contain or may contain additional affirmative and negative covenants. Material existing restrictions are described more fully in the “MD&A - Liquidity and Financial Condition - Senior Credit Facilities” and Note 13 to our consolidated financial statements. Each of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities, such as acquisitions.
If we do not comply with the covenants and restrictions contained in our senior credit facilities and agreements governing our other indebtedness, we could default under those agreements, and the debt, together with accrued interest, could be declared due and payable. If we default under our senior credit facilities, the lenders could cause all our outstanding debt obligations under our senior credit facilities to become due and payable or require us to repay the indebtedness under these facilities. If our debt is accelerated, we may not be able to repay or refinance our debt. In addition, any default under our senior credit facilities or agreements governing our other indebtedness could lead to an acceleration of debt under other debt instruments that contain cross-acceleration or cross-default provisions. If the indebtedness under our senior credit facilities is accelerated, we may not have sufficient assets to repay amounts due under our senior credit facilities or other debt securities then outstanding. Our ability to comply with these provisions of our senior credit facilities and agreements governing our other indebtedness will be affected by changes in the economic or business conditions or other events beyond our control. Complying with our covenants may also cause us to take actions that are not favorable to us and may make it more difficult for us to successfully execute our business strategy and compete, including against companies that are not subject to such restrictions.
A significant portion of our debt accrues interest at variable rates and increases in applicable benchmark interest rates could adversely affect our results of operations and cash flows.
Our profitability and cash flows may be adversely affected during any periods of unexpected or rapid increases in interest rates. We maintain a credit agreement with both term loan facilities and a revolving credit facility. Borrowings under these facilities accrue interest at either an alternate base rate or Term Secured Overnight Financing Rate (“SOFR”) plus, in each case, an applicable margin based on our consolidated leverage ratio as defined in the credit agreement. A significant increase in Term SOFR or the other benchmark rates used in determining the alternative base rate would significantly increase our cost of borrowings. Further, any changes in regulatory standards or industry practices, such as the discontinuation of the use of Term SOFR and/or the transition to alternative benchmark rates may result in the usage of higher interest rates under the credit agreement, and our current or future indebtedness may be adversely affected. We are also exposed to risks if the U.S. Federal Reserve raises its benchmark interest rate, which may reduce the availability of, and increase the cost of, obtaining new debt and refinancing existing indebtedness.
For additional information related to this risk, see Item 7A “Quantitative and Qualitative Disclosures About Market Risk.”
Currency conversion risk could have a material impact on our reported results of business operations.
Our operating results are presented in U.S. dollars for reporting purposes. The strengthening or weakening of the U.S. dollar against other currencies in which we conduct business could result in unfavorable translation effects as the results of transactions in foreign countries are translated into U.S. dollars.
Increased strength of the U.S. dollar will increase the effective price of our products sold in U.S. dollars into other countries, including countries utilizing the Euro, which may have a material adverse effect on sales or require us to lower our prices, and also decrease our reported revenues or margins related to sales conducted in foreign currencies to the extent we are unable or determine not to increase local currency prices. Likewise, the increased strength of the U.S. dollar could allow competitors with foreign-based manufacturing costs to sell their products in the U.S. at lower prices. Alternatively, decreased strength of the U.S. dollar could have a material adverse effect on the cost of materials and products purchased overseas.
Similarly, increased or decreased strength of the currencies of non-U.S. countries in which we manufacture will have a comparable effect against the currencies of other jurisdictions in which we sell. For example, our Radiodetection business manufactures a number of detection instruments in the United Kingdom and sells to customers in other countries, therefore increased strength of the British pound sterling will increase the effective price of these products sold in British pound sterling
into other countries; and decreased strength of British pound sterling could have a material adverse effect on the cost of materials and products purchased outside of the United Kingdom.
Credit and counterparty risks could harm our business.
The financial condition of our customers and distributors could affect our ability to market our products or collect receivables. In addition, financial difficulties faced by our customers may lead to cancellations or delays of orders.
Our customers may suffer financial difficulties that make them unable to pay for a project when completed, or they may decide not or be unable to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations. We cannot assure you that expenses or losses for uncollectible amounts will not have a material adverse effect on our earnings and cash flows.
Commodity, currency and interest rate hedging activities may adversely impact our financial performance as a result of changes in relevant commodity prices, interest rates and currency rates.
We use derivative financial instruments in order to reduce the substantial effects of currency and commodity fluctuations and interest rate exposure on our cash flow and financial condition. These instruments may include foreign currency and commodity forward contracts, currency swap agreements and currency option contracts, as well as interest rate swap agreements. We have entered into, and may continue to enter into, such hedging arrangements. By utilizing hedging instruments, we may forgo benefits that might result from fluctuations in currency exchange, commodity and interest rates. We are also exposed to the risk that counterparties to hedging contracts will default on their obligations. A default by such counterparties in performing their obligations under these hedging instruments could have an adverse effect on us.
Changes in tax laws and regulations or other factors could cause our income tax obligations to increase, potentially reducing our net income and adversely affecting our cash flows.
We are subject to taxation in various jurisdictions around the world. In preparing our financial statements, we provide for income taxes based on current tax laws and regulations and the estimated taxable income within each of these jurisdictions. Our income tax obligations, however, may be higher due to numerous factors, including changes in tax laws or regulations and the outcome of audits and examinations of our tax returns.
Officials in some of the jurisdictions in which we do business have proposed, or announced that they are reviewing, tax changes that could potentially increase taxes, and other revenue-raising laws and regulations, including those that may be enacted as a result of various OECD projects. Changes in applicable U.S. or foreign tax laws and regulations, or their interpretation and application, could have a material impact on our financial position, results of operations, and cash flows.
As indicated in Note 12 to our consolidated financial statements, certain of our income tax returns are currently under audit. In connection with these and any future audits, there is a risk that we could be challenged by tax authorities on certain of the tax positions we have taken, or will take, on our tax returns. Although we believe that current tax laws and regulations support our positions, there can be no assurance that tax authorities will agree with our positions. In the event tax authorities were to challenge one or more of our tax positions, an unfavorable outcome could have a material adverse impact on our financial position, results of operations, and cash flows.
If the fair value of any of our reporting units is insufficient to recover the carrying value of the goodwill and other intangible assets of the respective reporting unit, a material non-cash charge to earnings could result.
At December 31, 2023, we had goodwill and other intangible assets, net, of $1,385.6. We conduct annual impairment testing to determine if we will be able to recover all or a portion of the carrying value of goodwill and indefinite-lived intangible assets. In addition, we review goodwill and indefinite-lived intangible assets for impairment more frequently if impairment indicators arise. If the fair value is insufficient to recover the carrying value of our goodwill and indefinite-lived intangible assets, we may be required to record a material non-cash charge to earnings.
The fair values of our reporting units generally are based on discounted cash flow projections that are believed to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable price multiples. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost reduction initiatives, capacity utilization, and assumptions for inflation and foreign currency changes. We monitor impairment indicators across all of our businesses. Significant changes in market conditions and estimates or judgments used to determine expected future cash
flows that indicate a reduction in carrying value may give, and have given, rise to impairments in the period that the change becomes known.
Cost reduction actions may affect our business.
Cost reduction actions often result in charges against earnings. These charges can vary significantly from period to period and, as a result, we may experience fluctuations in our reported net income and earnings per share due to the timing of cost reduction actions.
Changes in key estimates and assumptions related to our defined benefit pension and postretirement plans, such as discount rates, assumed long-term return on assets, assumed long-term trends of future cost, and accounting and legislative changes, as well as actual investment returns on our pension plan assets and other actuarial factors, could affect our results of operations and cash flows.
We have defined benefit pension and postretirement plans, including both qualified and non-qualified plans, which cover a portion of our salaried and hourly employees and retirees, including a portion of our employees and retirees in foreign countries. As of December 31, 2023, our net liability to these plans was $100.1. The determination of funding requirements and pension expense or income associated with these plans involves significant judgment, particularly with respect to discount rates, long-term trends of future costs and other actuarial assumptions. If our assumptions change significantly due to changes in economic, legislative and/or demographic experience or circumstances, our pension and other benefit plans’ expense, funded status and our required cash contributions to such plans could be negatively impacted. In addition, returns on plan assets could have a material impact on our pension plans’ expense, funded status and our required contributions to the plans. Changes in regulations or law could also significantly impact our obligations. For example, see “MD&A - Critical Accounting Estimates” for the impact that changes in certain assumptions used in the calculation of our costs and obligations associated with these plans could have on our results of operations and financial position.
Our incurrence of additional indebtedness may affect our business and may restrict our operating flexibility.
At December 31, 2023, we had $558.3 in total indebtedness. On that same date, we had $489.2 of available borrowing capacity under our revolving credit facilities, after giving effect to $10.8 reserved for outstanding letters of credit. In addition, at December 31, 2023, we had $13.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $11.6 reserved for outstanding letters of credit. At December 31, 2023, our cash and equivalents balance was $104.9. See “MD&A - Liquidity and Financial Condition - Borrowings” and Note 13 to our consolidated financial statements for further discussion. We may incur additional indebtedness in the future, including indebtedness incurred to finance, or assumed in connection with, acquisitions. We may renegotiate or refinance our senior credit facilities or other debt facilities, or enter into additional agreements that have different or more stringent terms. Increases in the level of our indebtedness relative to our cash balances could:
•Impact our ability to obtain new, or refinance existing, indebtedness, on favorable terms or at all;
•Limit our ability to obtain, or obtain on favorable terms, additional debt financing for working capital, capital expenditures or acquisitions;
•Limit our flexibility in reacting to competitive and other changes in the industry and economic conditions;
•Limit our ability to pay dividends on our common stock in the future;
•Coupled with a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business, make it difficult to meet debt service requirements; and
•Expose us to interest rate fluctuations to the extent existing borrowings are, and any new borrowings may be, at variable rates of interest, which could result in higher interest expense and interest payments in the event of increases in interest rates.
Our ability to make scheduled payments of principal or pay interest on, or to refinance, our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. In addition, we cannot assure you that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, whether in the ordinary course of business or upon an acceleration of such indebtedness, we may pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures, revising implementation of or delaying strategic plans or seeking additional equity capital. Any of these actions could have a material adverse effect on our business, financial condition, results of operations and stock price. In addition, we cannot assure that we would be able to take any of these actions, that these actions would enable us to continue to satisfy our capital requirements, or that these actions would be permitted under the terms of our various debt agreements.
Numerous banks in many countries are syndicate members in our credit facility. Failure of one or more of our larger lenders, or several of our smaller lenders, could significantly reduce availability of our credit, which could harm our liquidity.
Failure of our internal control over financial reporting could adversely affect our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States (“GAAP”). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.
Risks Related to Ownership of Our Common Stock
Provisions in our corporate documents and Delaware law may delay or prevent a change in control of our company, and accordingly, we may not consummate a transaction that our stockholders consider favorable.
Provisions of our Certificate of Incorporation and By-laws may inhibit changes in control of our company not approved by our Board. These provisions include, for example: a classified board of directors with directors serving staggered three-year terms; a prohibition on stockholder action by written consent; a requirement that special stockholder meetings be called only by our Chairman, President or Board; advance notice requirements for stockholder proposals and nominations; limitations on stockholders’ ability to amend, alter or repeal the By-laws; enhanced voting requirements for certain business combinations involving substantial stockholders; the authority of our Board to issue, without stockholder approval, preferred stock with terms determined in its discretion; and limitations on stockholders’ ability to remove directors. In addition, we are afforded the protections of Section 203 of the Delaware General Corporation Law, which could have similar effects. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” (each as defined in Section 203) for at least three years after the time the person became an interested stockholder unless certain conditions are met. These protective provisions could result in our not consummating a transaction that our stockholders consider favorable or discourage entities from attempting to acquire us, potentially at a significant premium to our then-existing stock price.
Increases in the number of shares of our outstanding common stock could adversely affect our common stock price or dilute our earnings per share.
Sales of a substantial number of shares of common stock into the public market, or the perception that these sales could occur, could have a material adverse effect on our stock price. As of December 31, 2023, we had the ability to issue up to an additional 3.597 shares as restricted stock units, performance stock units, or stock options under our 2019 Stock Compensation Plan. We also may issue a significant number of additional shares, in connection with acquisitions, through a registration statement, or otherwise. Additional shares issued would have a dilutive effect on our earnings per share.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
All companies utilizing technology are subject to threats of breaches of their cybersecurity programs. We understand the importance of securing our data and information technology systems and networks, as well as the data customers and other stakeholders entrust to us. We have established policies, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats which are integrated into our overall risk management program and based on frameworks established by the impactNational Institute of Standards and Technology (“NIST”), the International Organization for Standardization (“ISO”) and other applicable industry standards. Despite this, there can be no guarantee that our policies and procedures will be effective. Refer to “Risk Factors” for additional detail about the material cybersecurity risks we face. Our cybersecurity program includes the following:
Collaboration, Education, Incident Response and Recovery Planning
Our key security, risk, and compliance personnel meet regularly and, together with our cybersecurity consultants, develop strategies for preserving the confidentiality, integrity and availability of data and our information technology systems and networks. We have established incident response and recovery plans to address potential cybersecurity incidents which are regularly evaluated for their effectiveness. Management maintains controls and procedures and periodically conducts tabletop exercises that are designed to ensure prompt escalation of material cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board of Directors (our “Board”) in a timely manner. In addition, we regularly educate employees on the importance of maintaining the security of our information technology systems and networks and over handling and protecting customer and employee data, including through regular phishing awareness campaigns, security awareness communications, and recurring privacy and security training.
Risk Assessment and Technical Safeguards
On an ongoing basis, we assess cybersecurity risk, including the review of our policies, standards, processes and practices. These assessments include a variety of activities including third party security penetration testing and independent reviews of our information security control environment and operating effectiveness. The results of these assessment activities are presented to our Board, Audit Committee, and members of management. We regularly assess and deploy technical safeguards based on vulnerability assessments, cybersecurity threat intelligence and incident response experience. In addition, our third-party technology service providers are contractually obligated to maintain cybersecurity controls and complete our security questionnaires at the time of onboarding. On a recurring basis, our third-party service providers are required to update their responses to our security questionnaires and, where available, additional information such as System and Organization Controls (“SOC”) SOC 1 or SOC 2 reports are provided.
Board and Management Oversight
Our chief information officer (“CIO”) and chief information security officer (“CISO”) have primary responsibility for assessing and managing material cybersecurity risks. Quarterly cybersecurity updates are provided to executive leadership to review security key performance indicators, identify security risks, and assess the status of approved security enhancements, and risk mitigation strategies. Our CIO has served in various roles in information technology and information security for over 30 years, including serving as the CIO of three other companies. Our CIO holds an undergraduate degree in computer science. Our CISO holds 11 industry security, risk, and/or privacy certifications and has served in various roles in information technology and information security for 25 years, including serving as the Director, Global Security, Privacy & Data Governance for one of the SGSworld's largest privately held transport corporations. Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk. The Audit Committee receives regular cybersecurity risk reports from management and, Patterson-Kelley acquisitions in 2019.at least annually, our Board receives reports from management, including our CIO and CISO about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities.
ITEM 2. Properties
The following is a summary of our principal properties as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | No. of | | Approximate
Square Footage |
| | Location | | Facilities | | Owned | | Leased |
| | | | | | (in millions) |
| HVAC reportable segment | 11 U.S. states and 3 foreign countries | | 26 | | | 2.0 | | | 1.8 | |
| Detection and Measurement reportable segment | 8 U.S. states and 5 foreign countries | | 21 | | | 0.4 | | | 0.4 | |
| Corporate | 1 U.S. state | | 1 | | | — | | | 0.1 | |
| Total | | | 48 | | | 2.4 | | | 2.3 | |
In addition to manufacturing plants, we own and lease various sales, service and other locations throughout the world. We consider these properties, as well as the related machinery and equipment, to be well maintained and suitable and adequate for their intended purposes.
ITEM 3. Legal Proceedings
We are also subject to legal proceedings and domestic cooling products.The declineclaims that arise in the salesnormal course of heating products was due primarilybusiness. 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.
ITEM 4. Mine Safety Disclosures
Not applicable.
P A R T I I
ITEM 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the New York Stock Exchange under the symbol “SPXC.”
We discontinued dividend payments in September 2015 in connection with the Spin-off and, thus, there have been no dividends declared since such time.
On May 9, 2023, and May 10, 2022, our Board of Directors re-authorized management, in its sole discretion, to (i) warmer than normal weatherrepurchase our capital stock in any fiscal year. Under the authorization, we may repurchase shares through open market purchases, privately negotiated transactions or otherwise, and at prices and times and in amounts as we determine, subject to applicable restrictions under our senior credit agreement. Our senior credit agreement permits an unlimited amount of share repurchases if our consolidated leverage ratio (as calculated under the senior credit agreement) is less than 2.75 to 1.00. Otherwise, the senior credit agreement restricts our repurchase of shares if the amount of repurchases in any fiscal year exceeds $100.0 million plus a basket amount based on our cumulative consolidated net income from a specified date.
Pursuant to the 2022 re-authorization, we repurchased 706,827 of our common stock for an aggregate purchase price of $33.7 million during the first quarteryear ended December 31, 2022.
As of 2020December 31, 2023, the maximum approximate dollar value of our common stock that may be purchased under this authorization during the current fiscal year is $100.0 million. The number of stockholders of record of our common stock as of February 16, 2024 was 2,144.
Company Performance
This graph shows a five-year comparison of cumulative total returns for SPX, the S&P 500 Index, the S&P 1500 Industrials Index, and (ii) the negativeS&P 600 Index. The graph assumes an initial investment of $100 on December 31, 2018 and the reinvestment of dividends.
| | | | | | | | | | | | | | | | | | | | |
| 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
| SPX Technologies, Inc. | $ | 100.00 | | $ | 181.65 | | $ | 194.72 | | $ | 213.07 | | $ | 234.38 | | $ | 360.62 | |
| S&P 500 | 100.00 | | 131.49 | | 155.68 | | 200.37 | | 164.08 | | 207.21 | |
| S&P 1500 Industrials | 100.00 | | 129.80 | | 144.98 | | 177.13 | | 165.75 | | 199.52 | |
| S&P 600 | 100.00 | | 120.86 | | 132.43 | | 165.89 | | 137.00 | | 156.02 | |
ITEM 6. [Reserved]
ITEM 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
(in millions, except share data)
The following should be read in conjunction with our consolidated financial statements and the related notes thereto. Unless otherwise indicated, amounts provided in Item 7 pertain to continuing operations only.
Supply Chain Disruptions, Labor Shortages, and Cost Increases
The impact of the COVID-19 pandemic on our operating results throughout 2023 was minimal. However, during January 2022, there was an increase in pandemic cases at certain of our manufacturing facilities, which resulted in a high-level of absenteeism at such facilities during the month. In addition, since the second half of 2021, certain of our businesses experienced supply chain disruptions, as well as labor shortages, while all of our businesses experienced increases in raw material, component, and transportation costs. The combination of these matters negatively impacted our operating results during the first half of 2022, as we experienced lower absorption of manufacturing costs and, in some cases, the negative impact of cost increases on fixed-price customer demand.contracts. During 2023, we experienced more stable labor and supply chain environments and continue to actively manage these matters.
Potential Impacts of Geopolitical Conflicts
The Russia/Ukraine conflict, and governmental actions implemented in response to the conflict, did not have a significant adverse impact on our operating results during 2023 and 2022. We are monitoring the availability of certain raw materials that are supplied by businesses in these countries. However, at this time, we do not expect the potential impact to be material to our operating results. The Russia/Ukraine conflict has created additional demand for domestic coolingcertain products within our communication technologies business. Any longer-term impact of these global events on our business, as well as impacts from various conflicts in the Middle East region, is currently unknown due to the uncertainty around their duration and broader impact.
Executive Overview
Revenues for 2023 totaled $1,741.2, compared to $1,460.9 in 2022 (and $1,219.5 in 2021). The increase in revenues during 2023, compared to 2022, was also negatively impacted bydue primarily to the COVID-19 pandemic.These declines inimpact of organic revenue were offset partially by highergrowth within the HVAC and Detection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products inassociated with both volume and price increases. Organic revenue growth within the international markets, with such sales favorably impacted by a numberDetection and Measurement reportable segment was due primarily to higher volumes of large orders that were secured priorprojects within the communication technologies, transportation and aids to navigation businesses. The increase in revenues during 2022, compared to 2021, was due to organic revenue growth within both our HVAC and Detection and Measurement reportable segments and the COVID-19 pandemic.impact of the Sealite, ECS and Cincinnati Fan acquisitions in 2021 and the ITL acquisition in 2022. The increase in organic revenue within the HVAC reportable segment was driven by increased sales of heating and cooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of large projects within the transportation, communication technologies, and aids to navigation businesses.
For 2019,2023, operating income totaled $221.9, compared to $51.0 in 2022 (and $73.7 in 2021). The increase in operating income in 2023, compared to 2022, was due primarily to (i) higher income for both our HVAC and Detection and Measurement reportable segments of $103.6, (ii) the loss on the Asbestos Portfolio Sale of $73.9 incurred in 2022, and (iii) lower corporate expense of $10.2 primarily related to higher costs incurred on strategic and transformational initiatives executed during 2022, primarily related to the Asbestos Portfolio Sale, as well as expenses incurred in connection with asbestos-related matters during 2022, prior to the Asbestos Portfolio Sale. The impact of these factors was partially offset by increases in (i) employee compensation, including increases in short-term incentive compensation expense, (ii) intangible asset amortization expense of $15.4, (iii) acquisition-related and other integration costs resulting from the acquisitions of TAMCO and ASPEQ, and (iv) a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. The increase in income for our HVAC reportable segment was primarily due to the organic revenue growth mentioned above and greater absorption of manufacturing costs resulting from higher volumes and more stable labor and supply chain environments, as well as the income associated with the TAMCO and ASPEQ acquisitions. The increase in income for our Detection and Measurement reportable segment was due primarily to the organic revenue growth mentioned above. The decrease in operating income in 2022, compared to 2021, was due primarily to the loss on the Asbestos Portfolio Sale of $73.9, partially offset by an increase in income within our HVAC and Detection and Measurement reportable segments of $49.0 associated with the increase in revenue noted above.
Operating cash flows from continuing operations totaled $243.8 in 2023, compared to operating cash flows used in continuing operations of $115.2 in 2022 and operating cash flows from continuing operations of $131.2 in 2021. The increase in cash flows from operating activities was due primarily to (i) the increase in income during the period discussed above, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a reduction in the level of elevated purchases of raw materials and components during 2023, primarily within our HVAC reportable segment, due to a more stable supply chain environment, (iv) working capital improvements at certain of our project-related businesses, as
cash flows for these businesses are often subject to contract milestones that can impact the timing of cash flows from period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier (see Note 11 to our consolidated financial statements for additional details). The decrease in operating cash flows from continuing operations in 2022, compared to 2021, was due primarily to (i) a cash contribution of $138.8 associated with funding the Asbestos Portfolio Sale; (ii) income tax payments, net of refunds, of $59.6 (compared to income tax refunds, net of tax payments, of $5.5 during the year ended December 31, 2021), with a significant portion of the 2022 payments related to the gain on sale of Transformer Solutions; (iii) elevated purchases of inventory components in order to manage the potential risk associated with the then-existing supply chain environment; (iv) decreases in cash flows at certain of our project-related businesses, as cash receipts for these businesses are often subject to contractual milestones that can impact cash receipts from period to period; (v) net payments for asbestos-related matters of $15.3 (compared to net recoveries of $0.3 during the year ended December 31, 2021); and (vi) cash payments of $10.0 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier.
Additional details on certain matters noted above as well as significant items impacting the financial results for 2023, 2022, and 2021 are as follows:
2023:
•On April 3, 2023, we completed the acquisition of TAMCO
◦The purchase price for TAMCO was $125.5, inclusive of an adjustment of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $1.0.
◦The post-acquisition operating results of TAMCO are included within our HVAC reportable segment.
•On June 2, 2023, we completed the acquisition of ASPEQ
◦The purchase price for ASPEQ was $421.5, net of (i) an adjustment to the purchase price of $0.3 related to acquired working capital and (ii) cash acquired of $0.9.
◦The post-acquisition operating results of ASPEQ are included within our HVAC reportable segment.
•Incremental Term Loan
◦On April 21, 2023, we amended and restated our senior credit agreement (the “Credit Agreement”).
◦The amendment provided for an additional senior secured term loan in the aggregate amount of $300.0, which was borrowed during the second quarter of 2023.
◦The funds from the additional term loan (“Incremental Term Loan”) were used to partially fund the acquisition of ASPEQ.
◦See Note 13 to our consolidated financial statements for additional details.
•Resolution of Claims with Prime Contractor of South Africa Power Projects
◦On September 5, 2023, SPX Technologies and DBT entered into an agreement with Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”) to affect the negotiated resolution of all claims between the parties with respect to DBT’s involvement in two large power projects in South Africa - Kusile and Medupi (the “Settlement Agreement”).
◦In connection with the Settlement Agreement, the Company incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023. In addition, DBT made payments of $25.3 to MHI during the year ended December 31, 2023 in connection with the Settlement Agreement.
◦See Notes 4 and 15 to our consolidated financial statements for additional details.
•Actuarial Losses on Pension and Postretirement Plans
◦During 2023, we recorded actuarial losses of $11.3 in the fourth quarter in connection with the annual remeasurement of our pension and postretirement plans with such losses resulting primarily from decreases in discount rates.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Resolution of Dispute with Former Representative
◦During the fourth quarter of 2023 we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment.
◦See Note 15 to our consolidated financial statements for additional details.
2022:
•Transfer of Postretirement Life Insurance Benefit Obligation
◦On February 17, 2022, we transferred our obligation for life insurance benefits under our postretirement benefit plans to an insurance carrier for cash consideration paid of $10.0.
◦In connection with the transfer, we recorded a net charge of $0.3 to “Other income (expense), net.”
◦See Note 11 to our consolidated financial statements for additional details.
•On March 31, 2022, we completed the acquisition of ITL
◦The purchase price for ITL was $40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $1.1.
◦The post-acquisition operating results of ITL are included within our Detection and Measurement reportable segment.
•Amendment of Senior Credit Agreement
◦On August 12, 2022, we amended and restated our then-existing credit agreement.
◦The then-existing credit agreement provided for committed senior secured financing with an aggregate amount of $770.0, with a final maturity of August 12, 2027.
◦See Note 13 to our consolidated financial statements for additional details.
•Settlement and Actuarial Gains and Losses - Pension and Postretirement Plans
◦In connection with the sale of Transformer Solutions, a significant number of participants of the U.S. Pension Plan (“U.S. Plan”) who were employees of Transformer Solutions elected to receive lump-sum payments from the U.S. Plan.
◦The extent of these lump-sum payments, combined with other lump-sum payments that were made by the U.S. Plan during the first nine months of 2022, required us to record settlement and actuarial losses of $6.2 during this period.
◦In addition, we recorded settlement and actuarial gains of $8.0 in the fourth quarter of 2022 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from the impact of increases in discount rates, partially offset by lower than expected returns on plan assets.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Repurchases of Common Stock — During the second quarter of 2022, we repurchased 706,827 shares of our common stock for $33.7.
•Changes in Estimated Fair Value of an Equity Security
◦We recorded losses of $3.0 within “Other income (expense), net” related to decreases in the estimated fair value of an equity security that we hold.
◦See Note 17 to our consolidated financial statements for additional details.
•Asbestos-Related Matters
◦During the third quarter of 2022, we received a ruling from a North Carolina trial court 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.
◦As a result of this ruling, we recorded charges of $21.7 during the third quarter, with $16.5 reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦On November 1, 2022, we completed the Asbestos Portfolio Sale. In connection with the sale, we contributed $138.8 to the divested subsidiaries and recorded a loss on sale of $73.9. See Notes 1 and 4 to our consolidated financial statements for additional detail.
•Impairment of Goodwill and Indefinite-Lived Intangible Assets
◦During the fourth quarter of 2022, we performed our annual impairment analyses of our goodwill and indefinite-lived intangible assets. As a result of such analyses, we recorded impairment charges of $13.4, with $12.0 related to goodwill and remainder to trademarks.
◦See Notes 1 and 10 to our consolidated financial statements for additional details.
2021:
•On April 19, 2021, we completed the acquisition of Sealite
◦The purchase price for Sealite was $80.3, net of cash acquired of $2.3.
◦The post-acquisition operating results of Sealite are reflected within our Detection and Measurement reportable segment.
•On August 2, 2021, we completed the acquisition of ECS
◦The purchase price for ECS was $39.4, net of cash acquired of $5.1.
◦The seller was eligible for additional cash consideration of up to $16.0, upon achievement of certain financial performance 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 above financial performance milestones had lessened due to a delay in the execution of a large order, resulting in a reduction of the estimated fair value/liability of $6.7, with such amount recorded to “Other operating (income) expense, net” during the quarter.
▪During the first and second quarters of 2022, we further reduced the estimated fair value/liability by $0.9 and $0.4, respectively, with such amounts recorded to “Other operating (income) expense, net.”
▪The financial performance milestones were not achieved and, thus, as of December 31, 2023 and 2022, the estimated fair value/liability related to the contingent consideration was $0.0.
◦The post-acquisition operating results of ECS are included within our Detection and Measurement reportable segment.
•On December 15, 2021, we completed the acquisition of Cincinnati Fan
◦The purchase price for Cincinnati Fan was $145.2, net of (i) an adjustment to the purchase price received during 2022 of $0.4 related to acquired working capital and (ii) cash acquired of $2.5.
◦The post-acquisition operating results of Cincinnati Fan are included within our HVAC reportable segment.
•On October 1, 2021, we completed the sale of Transformer Solutions
◦Transformer Solutions is included in discontinued operations for all periods presented.
◦We received net cash proceeds of $620.6 and recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” in 2021.
◦During the first quarter of 2022, we paid $13.9 to the buyer of Transformer Solutions related primarily to the settlement of the final working capital balances of the business.
•DBT (our South Africa subsidiary):
◦Large Power Projects
▪On February 22, 2021 and April 28, 2021, DBT received favorable rulings from dispute adjudication panels.
•In connection with the rulings, DBT received South African Rand 126.6 ($8.6 at time of payment) and South African Rand 82.0 ($6.0 at the time of payment), respectively.
•As the rulings were subject to further arbitration, such amounts were not reflected in our consolidated statements of operations prior to the Settlement Agreement.
▪In May 2021, and in connection with certain claims made by MHI, MHI made a demand and received payment of South African Rand 178.7 (or $12.5 at the time of payment) on bonds issued by a bank.
•Under the terms of the bonds and our senior credit agreement, we were required to fund the payment.
•DBT denied liability for these claims and believed it was legally entitled reimbursement of the amounts demanded.
•On October 11, 2022, a dispute adjudication panel ruled MHI drew (in both the May 2021 and September 2020 bond draws) on amounts in excess of the bond values stipulated in the contracts and was required to refund DBT South African Rand 90.8 (or $5.3) of the
previously demanded amounts, plus interest of South African Rand 12.5 (or $0.7). MHI paid these amounts on October 14, 2022.
•The remaining amounts related to the May 2021 and September 2020 bond draws, prior to the impact of the Settlement Agreement, are reflected within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2022.
◦In the fourth quarter of 2021, we completed the wind-down of DBT
▪The wind-down was a culmination of a strategic shift away from the power generation markets.
▪As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented.
◦All of the above matters, among other claims, were resolved by the Settlement Agreement.
•Asbestos Product Liability Matters:
◦During 2021, we recorded charges of $51.2 related to asbestos product liability matters, with such charges related primarily to an unfavorable trend in the percentage of claims with payment (versus dismissed without payment).
◦Of such charges, $48.6 were reflected in “Income from continuing operations before income taxes” and the remainder in “Gain (loss) on disposition of discontinued operations, net of tax.”
◦Insurance recoveries for asbestos product liability matters, net of payments, totaled $0.3 in 2021.
◦These recoveries included $15.0 associated with the settlement of an insurance coverage matter.
◦See Note 15 to our consolidated financial statements for additional details.
•Actuarial Gains on Pension and Postretirement Plans:
◦During 2021, we recorded net actuarial gains of $9.9 in the fourth quarter of 2021 in connection with the annual remeasurement of our pension and postretirement plans, with such gains resulting primarily from increases in discount rates.
◦See Notes 1 and 11 to our consolidated financial statements for additional details.
•Changes in the Estimated Fair Value of an Equity Security:
◦During 2021, we recorded gains of $11.8 within “Other income (expense), net” related to increases in the estimated fair value of an equity security that we hold.
◦See Note 17 to our consolidated financial statements for additional details.
•ULC Robotics (“ULC”) Contingent Consideration, Indefinite-Lived Intangible Assets, and Goodwill:
◦The seller of ULC was eligible for additional cash consideration of up to $45.0 upon achievement of certain operating and financial performance milestones.
◦During the third quarter of 2021, we concluded that the operating and financial milestones associated with the ULC contingent consideration would not be achieved.
◦As a result, we reversed the related liability of $24.3, with the offset to “Other operating (income) expense, net.”
◦We also concluded that the lack of achievement of the above 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 tested ULC’s indefinite-lived intangible assets and goodwill for impairment during the third quarter of 2021.
◦Based on such testing, 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 of $24.3, with $23.3 related to goodwill and the remainder to trademarks.
◦During the fourth quarter of 2021, we performed our annual analysis of ULC’s indefinite-lived intangible assets and goodwill. As a result of such analysis, we recorded impairment charges of $5.2, with $0.3 related to trademarks and $4.9 to goodwill.
◦See Notes 1 and 10 to our consolidated financial statements for additional details.
•Sensors & Software Contingent Consideration:
◦The seller of Sensors & Software was eligible for additional cash consideration of up to $3.8, upon achievement of certain financial performance milestones.
◦During the fourth quarter of 2021, we concluded that certain of the financial performance milestones associated with the Sensors & Software contingent consideration had been achieved.
◦As a result, we recorded an additional charge of $0.6 to “Other operating (income) expense, net.”
◦The contingent consideration of $1.3 was paid during 2022 and is reflected within cash flows from financing activities in our consolidated statement of cash flows for the year ended December 31, 2022.
Results of Continuing Operations
Cyclicality of End Markets, Seasonality and Competition — The financial results of our businesses closely follow changes in the industries in which they operate and end markets in which they serve. In addition, certain of our businesses have seasonal fluctuations. For example, certain of our heating products businesses tend to be stronger in the third and fourth quarters, as customer buying habits are driven largely by seasonal weather patterns. In aggregate, our businesses generally tend to be stronger in the second half of the year.
Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since none of our competitors offer all the same product lines or serve all the same markets as we do. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors.
Non-GAAP Measures — Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions/divestitures. We believe this metric is a useful financial measure for investors in evaluating our operating performance for the periods presented, as, when read in conjunction with our revenues, it presents a useful tool to evaluate our ongoing operations and provides investors with a tool they can use to evaluate our management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors we use in internal evaluations of the overall performance of our business. This metric, however, is not a measure of financial performance under GAAP, should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The following table provides selected financial information for the years ended December 31, 2023, 2022, and 2021, including the reconciliation of organic revenue increase to net revenue increase:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, | | 2023 vs | | 2022 vs |
| | 2023 | | 2022 | | 2021 | | 2022 % | | 2021 % |
| Revenues | $ | 1,741.2 | | | $ | 1,460.9 | | | $ | 1,219.5 | | | 19.2 | % | | 19.8 | % |
| Gross profit | 670.0 | | | 523.9 | | | 431.8 | | | 27.9 | | | 21.3 | |
| % of revenues | 38.5 | % | | 35.9 | % | | 35.4 | % | | | | |
| Selling, general and administrative expense | 394.4 | | | 355.7 | | | 309.6 | | | 10.9 | | | 14.9 | |
| % of revenues | 22.7 | % | | 24.3 | % | | 25.4 | % | | | | |
| Intangible amortization | 43.9 | | | 28.5 | | | 21.6 | | | 54.0 | | | 31.9 | |
| Impairment of goodwill and intangible assets | — | | | 13.4 | | | 30.0 | | | * | | * |
| Special charges, net | 0.8 | | | 0.4 | | | 1.0 | | | 100.0 | | | (60.0) | |
| Other operating (income) expense, net | 9.0 | | | 74.9 | | | (4.1) | | | * | | * |
| Other income (expense), net | (10.1) | | | (15.2) | | | 9.0 | | | * | | * |
| Interest expense, net | (25.5) | | | (7.6) | | | (12.6) | | | 235.5 | | | (39.7) | |
| Loss on amendment/refinancing of senior credit agreement | — | | | (1.1) | | | (0.2) | | | * | | * |
| | | | | | | | | |
| Income from continuing operations before income taxes | 186.3 | | | 27.1 | | | 69.9 | | | 587.5 | | | (61.2) | |
| Income tax provision | (41.6) | | | (7.3) | | | (10.9) | | | * | | * |
| Income from continuing operations | 144.7 | | | 19.8 | | | 59.0 | | | 630.8 | | | (66.4) | |
| Components of consolidated revenue increase: | | | | | | | | | |
| Organic | | | | | | | 12.2 | | | 11.8 | |
| Foreign currency | | | | | | | 0.1 | | | (1.7) | |
| | | | | | | | | |
| Acquisitions | | | | | | | 6.9 | | | 9.7 | |
| Net revenue increase | | | | | | | 19.2 | | | 19.8 | |
* Not meaningful for comparison purposes.
Revenues— For 2023, the increase in revenues, compared to 2018,2022, was due to the impact of organic revenue growth within the SGSHVAC and Patterson-Kelley acquisitionsDetection and Measurement reportable segments and, to a lesser extent, the impact of the TAMCO and ASPEQ acquisitions. The organic revenue growth within the HVAC reportable segment was due primarily to increased sales of cooling products associated with both volume and price increases. Organic revenue growth within the Detection and Measurement reportable segment was due primarily to higher volumes of large projects within the communication technologies, transportation and aids to navigation businesses.
For 2022, the increase in revenues, compared to 2021, was due to organic revenue growth within both our HVAC and Detection and Measurement reportable segments and the impact of the Sealite, ECS and Cincinnati Fan acquisitions in 2021 and the ITL acquisition in 2022. The increase in organic revenue within the HVAC reportable segment was driven by increased sales of heating and cooling products associated with price increases and, to a lesser extent, volume increases. Organic growth within the Detection and Measurement reportable segment was due to strong order trends for our short-cycled businesses and execution of large projects within the transportation, communication technologies, and aids to navigation businesses.
Gross Profit — For 2023, the increase in gross profit as a percentage of revenues, compared to 2022, was due primarily to the increase in revenues noted above and greater absorption of manufacturing costs as a result of higher volumes. The higher volumes were aided by improved operational execution resulting from investments in plant automation and more stable labor and supply chain environments, particularly within our HVAC reportable segment. The resulting favorable impact on gross profit as a percentage of revenue was partially offset by less favorable sales mix within our Detection and Measurement reportable segment.
For 2022, the increase gross profit and gross profit as a percentage of revenues, compared to 2021, was due primarily to the increase in revenues noted above, including revenue increases associated with higher-margin large projects within our communication technologies and aids to navigation businesses.
Selling, General and Administrative (“SG&A”) Expense — For 2023, the increase in SG&A expense, compared to 2022, was due primarily to (i) higher employee compensation, inclusive of increases in short-term incentive compensation expense, (ii) increases in sales incentive plan expense driven by the higher revenues mentioned above, (iii) acquisition-related costs and incremental SG&A expenses associated with the acquired TAMCO and ASPEQ businesses, and (iv) higher travel expense. These increases were partially offset by (i) lower costs related to various strategic and transformational initiatives during 2023, as 2022 included spend related to the Asbestos Portfolio Sale, and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the Asbestos Portfolio Sale.
For 2022, the increase in SG&A expense, compared to 2021, was due primarily to (i) incremental SG&A resulting from the acquisitions noted above, (ii) higher corporate expense associated with increased costs associated with various strategic and transformational initiatives, including the Asbestos Portfolio Sale, and higher short-term incentive compensation in 2022, and (iii) higher travel expenses due to the easing of COVID-19 pandemic restrictions in 2022.
Intangible Amortization — For 2023, the increase in intangible amortization, compared to 2022, was primarily due to incremental intangible amortization related to backlog and other intangible assets associated with the TAMCO and ASPEQ acquisitions. In addition, 2023 included a full year's amortization related to the ITL acquisition, compared to nine months in the 2022 period.
For 2022, the increase in intangible amortization, compared to 2021, was due to a full year's amortization related to the Cincinnati Fan and ECS acquisitions, as well as amortization associated with the ITL acquisition.
Impairment of Goodwill and Intangible Assets — During 2022, we recorded impairment charges of $12.9 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. During 2021, we recorded impairment charges of $29.5 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks. See Note 10 to our consolidated financial statements for additional details.
Special Charges, Net — Special charges, net, relate primarily to restructuring initiatives to consolidate manufacturing, distribution, sales and administrative facilities, reduce workforce, and rationalize certain product lines. See Note 8 to our consolidated financial statements for the details of actions taken in 2023, 2022, and 2021. The components of special charges, net, are as follows:
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2023 | | 2022 | | 2021 |
| Employee termination costs | $ | 0.8 | | | $ | 0.1 | | | $ | 1.0 | |
| | | | | |
| | | | | |
| Non-cash asset write-downs | — | | | 0.3 | | | — | |
| Total | $ | 0.8 | | | $ | 0.4 | | | $ | 1.0 | |
Other Operating (Income) Expense, Net— During 2023, we recorded a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. See Note 15 to the consolidated financial statements for additional details.
During 2022, and in connection with the Asbestos Portfolio Sale, we recorded a loss of $73.9. Additionally, prior to the Asbestos Portfolio Sale, we recorded charges of $2.3 for asbestos product liability matters, partially offset by a reduction in the fair value/liability associated with the contingent consideration related to the ECS acquisition of $1.3.
During 2021, we recorded income of $24.3 and $6.7 associated with a reduction in the liability associated with the contingent consideration related to the ULC and ECS acquisitions, respectively. This income resulted from changes in the fair value of the related liabilities resulting from a lower probability of the businesses achieving certain defined operational and/or financial milestones. This income was partially offset by charges of $26.3 for asbestos product liability matters, along with a charge of $0.6 related to finalizing the contingent consideration liability associated with the Sensors & Software acquisition.
Other Income (Expense), Net— Other expense, net, for 2023 was composed primarily of (i) pension and postretirement expense of $12.2 (including actuarial losses of $11.3), (ii) foreign currency transaction losses of $0.9, and (iii) environmental remediation charges of $0.9, partially offset by gains of (i) $3.6 related to a change in the estimated fair value of an equity security that we hold and (ii) $0.4 related to income derived from company-owned life insurance policies.
Other expense, net, for 2022 was composed primarily of $16.5 of asbestos-related charges incurred prior to the Asbestos Portfolio Sale, a loss of $3.0 related to a change in the estimated fair value of an equity security that we hold, environmental remediation charges of $2.9, and foreign currency transaction losses of $1.1, partially offset by pension and postretirement income (inclusive of net settlement and actuarial gains of $1.5) of $4.4, income of $2.0 derived from company-owned life insurance policies, and $3.0 of income associated with transition services agreements.
Other income, net, for 2021 was composed primarily of pension and post retirement income of $16.4 (including actuarial gains of $9.9), a gain of $11.8 related to changes in the estimated fair value of an equity security we hold, and income derived from company-owned life insurance policies of $3.2, partially offset by charges of $21.0 associated with asbestos product liability matters.
Interest Expense, Net — Interest expense, net, includes both interest expense and interest income. The increase in interest expense, net, during 2023, compared to 2022, was the result of higher average debt balances and a higher average effective interest rate during 2023, with the higher average debt balances primarily resulting from borrowings in connection with the TAMCO and ASPEQ acquisitions.
The decrease in interest expense, net, during 2022, compared to 2021, was the result of lower average debt balances and increased interest rates on cash balances during 2022.
Loss on Amendment/Refinancing of Senior Credit Agreement — During 2022, we amended our senior credit agreement. In connection with the amendment, we recorded a charge of $1.1, which consisted of the write-off of a portion of the unamortized deferred financing costs related to our senior credit facilities ($0.7) and certain expenses incurred in connection with the amendment ($0.4). During 2021, we reduced the issuance capacity of our then-existing foreign credit instrument facilities resulting in a charge of $0.2 associated with the write-off of unamortized deferred financing costs.
Income Taxes — During 2023, we recorded an income tax provision of $41.6 on $186.3 of pre-tax income from continuing operations, resulting in an effective rate of 22.3%. The most significant items impacting the income tax provision during the year 2023 were (i) $2.3 of tax benefits related to changes in our estimate of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, (ii) $1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.
During 2022, we recorded an income tax provision of $7.3 on $27.1 of pre-tax income from continuing operations, resulting in an effective rate of 26.9%. The most significant item impacting the effective tax rate for 2022 was the $73.9 loss on the Asbestos Portfolio Sale, which generated a tax benefit of only $1.1. In addition, the 2022 effective income tax rate was also impacted by (i) a $4.7 tax benefit related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets primarily due to the Holding Company Reorganization completed in 2022, (ii) $3.0 of tax benefits related to statute expirations and other revisions to liabilities for uncertain tax positions, and (iii) $1.7 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the year.
During 2021, we recorded an income tax provision of $10.9 on $69.9 of pre-tax income from continuing operations, resulting in an effective tax rate of 15.6%. The most significant items impacting the effective income tax rate for 2021 were (i) earnings in jurisdictions with lower statutory tax rates, (ii) $4.3 of income tax benefits related to various valuation allowance adjustments, primarily due to foreign tax credits for which the future realization is now considered likely, and (iii) a benefit of $3.5 related to the resolution of certain liabilities for uncertain tax positions and interest associated with various refund claims, partially offset by $13.2 of income tax expense associated with global intangible low-taxed income created by the liquidation of various acquired entities.
Results of Discontinued Operations
Wind-Down of the Heat Transfer Business
Following the Spin-Off, we initiated a strategic shift away from the power generation markets. As part of this strategic shift, we sold the dry cooling and Balcke Dürr businesses in 2016 and commenced efforts to sell the Heat Transfer business. After an unsuccessful attempt to sell the Heat Transfer business, we implemented a wind-down plan for the business in 2018. During the fourth quarter of 2020, we completed the wind-down plan, which included providing all products and services on the business’s remaining contracts with customers. As a result, we are reporting Heat Transfer as a discontinued operation for all periods presented.
Sale of Transformer Solutions Business
On October 1, 2021, we completed the sale of Transformer Solutions pursuant to the terms of the Stock Purchase Agreement dated June 8, 2021. We transferred all of the outstanding common stock of Transformer Solutions to the Purchaser for an aggregate cash purchase price of $645.0 (the “Transaction”). The purchase price was subject to potential adjustment based on Transformer Solutions’ cash, debt and working capital on the date the Transaction was consummated, as well as for specified transaction expenses and other specified items. In connection with the sale, we received net cash proceeds of $620.6 and recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” within our 2021 consolidated statement of operations. During 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the Purchaser of $13.9. We have classified the business as a discontinued operation in our consolidated financial statements for all periods presented. See Notes 1 and 4 to our consolidated financial statements for additional details.
Wind-Down of DBT Business
As a culmination of our strategic shift away from power generation markets, we completed the wind-down of our DBT business during the fourth quarter of 2021. As a result, we are reporting DBT as a discontinued operation in our consolidated financial statements for all periods presented. In connection with the wind-down, we recorded a charge of $19.9 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 2021 to reflect the write-off of historical currency translation amounts associated with DBT that had been previously reported within “Stockholders' equity” on our consolidated balance sheet.
As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, MHI, of approximately South African Rand 1,000.0 (or $54.4) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT. Although it was reasonably possible that some loss may have been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $153.2), we were 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 had occurred or may have occurred in connection with these claims. Although we have experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we have invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters.
On September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa. The Settlement Agreement provides for full and final settlement and
mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects. It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full. In connection with the Settlement Agreement, we incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023.
Prior to the Settlement Agreement, on February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT against MHI related to costs incurred in connection with delays on two units of the Kusile project. In connection with the ruling, DBT received South African Rand 126.6 (or $8.6 at the time of payment). This ruling was subject to final and binding arbitration in this matter. In March 2023, an arbitration tribunal upheld the decision of the dispute adjudication panel. As a result, the South African Rand 126.6 (or $7.0) was recorded as income during the first quarter of 2023, with such amount recorded within “Gain (loss) on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $1.3 of legal costs incurred related to the arbitration. Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $5.5 of legal costs incurred related to a prior arbitration hearing. Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.
For the years ended December 31, 2023, 2022 and 2021, results of operations from our businesses reported as discontinued operations were as follows:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Transformer Solutions | | | | | |
Income (loss) from discontinued operations (1) | $ | — | | | $ | (0.6) | | | $ | 454.9 | |
Income tax (provision) benefit (2) | — | | | 0.9 | | | (51.8) | |
| Income from discontinued operations, net | — | | | 0.3 | | | 403.1 | |
| | | | | |
| DBT | | | | | |
| Loss from discontinued operations | (69.0) | | | (17.3) | | | (37.8) | |
| Income tax benefit | 15.3 | | | 2.1 | | | 2.7 | |
Loss from discontinued operations, net (3) | (53.7) | | | (15.2) | | | (35.1) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
All other (4) | | | | | |
| Loss from discontinued operations | (1.3) | | | (6.4) | | | (7.9) | |
| Income tax benefit | 0.2 | | | 1.7 | | | 6.3 | |
| Loss from discontinued operations, net | (1.1) | | | (4.7) | | | (1.6) | |
| | | | | |
| Total | | | | | |
| Income (loss) from discontinued operations | (70.3) | | | (24.3) | | | 409.2 | |
| Income tax (provision) benefit | 15.5 | | | 4.7 | | | (42.8) | |
| Income (loss) from discontinued operations, net | $ | (54.8) | | | $ | (19.6) | | | $ | 366.4 | |
(1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition. Income for the year ended December 31, 2021 resulted primarily from the gain on sale of the business of $382.2, as well as the results of operations for the year.
(2) During the fourth quarter of 2021, we liquidated certain recently acquired entities. As a result of this action, we recorded a net income tax benefit of $16.5 within our 2021 consolidated statement of operations, which included an income tax charge of $10.9 within continuing operations and an income tax benefit of $27.4 within discontinued operations.
(3) Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs in connection with the various dispute resolution matters. This loss for the year ended December 31, 2023 was partially offset by the arbitration awards received, which are discussed above. Loss for the years ended December 31, 2022 and 2021 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement. In addition, and as previously noted, the year ended December 31, 2021 includes a charge of $19.9 related to the write-off of historical translation amounts.
(4) Loss for the years ended December 31, 2023, 2022, and 2021 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the years ended December 31, 2022 and 2021, asbestos-related charges for businesses previously disposed of.
Results of Reportable Segments
The following information should be read in conjunction with our consolidated financial statements and related notes. These results exclude the operating results of discontinued operations for all periods presented. See Note 7 to our consolidated financial statements for a description of each of our reportable segments.
Non-GAAP Measures — Throughout the following discussion of reportable segments, we use “organic revenue” growth (decline) to facilitate explanation of the operating performance of our segments. Organic revenue growth (decline) is a non-GAAP financial measure, and is not a substitute for net revenue growth (decline). Refer to the explanation of this measure and purpose of use by management under “Results of Continuing Operations — Non-GAAP Measures.”
HVAC Reportable Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | 2023 vs.
2022 % | | 2022 vs.
2021 % |
| | 2023 | | 2022 | | 2021 | | |
| Revenues | $ | 1,122.3 | | | $ | 913.8 | | | $ | 752.1 | | | 22.8 | | | 21.5 | |
| Income | 234.4 | | | 135.5 | | | 107.7 | | | 73.0 | | | 25.8 | |
| % of revenues | 20.9 | % | | 14.8 | % | | 14.3 | % | | | | |
| Components of revenue increase: | | | | | | | | | |
| Organic | | | | | | | 12.2 | | | 12.3 | |
| Foreign currency | | | | | | | (0.2) | | | (0.8) | |
| | | | | | | | | |
| Acquisitions | | | | | | | 10.8 | | | 10.0 | |
| Net revenue increase | | | | | | | 22.8 | | | 21.5 | |
Revenues — For 2023, the increase in revenues, compared to 2022, was due primarily to (i) organic revenue growth driven primarily by increased sales of cooling products and (ii) the impact of the TAMCO and ASPEQ acquisitions. The increase in organic revenue was associated with volume increases, primarily of cooling products, resulting from greater plant throughput and more stable labor and supply chain environments, and price increases.
For 2022, the increase in revenues, compared to 2021, was due to an increase in organic revenue partially offset bywithin our heating businesses and, to a lesser extent, within our cooling businesses and the impact of a stronger U.S. dollar in 2019.the acquisition of Cincinnati Fan. The increase in organic revenue was due primarily to higher sales of boiler products, associated primarily with price increases, as well as cooling products in the Americas, partially offset by lower sales of cooling products in the Asia Pacific region.increased pricing and, to a lesser extent, volume increases.
Income — For 2020,2023, the decreaseincrease in income, and margin, compared to 2019,2022, was due primarily to the decline in sales of heating products noted above. This decrease in income and margin was partially offset by the impact of (i)the revenue growth mentioned above. For 2023, the increase in margin, compared to 2022, was due primarily to price increases and greater absorption of manufacturing costs as a result of higher volumes, as well as favorable sales mix primarily associated with acquisitions. The higher volumes were aided by improved operational execution across our heating and a favorable sales mix within the segment’s domestic cooling products businessbusinesses resulting from more stable labor and (ii) higher sales of cooling products in the international markets.supply chain environments and facility-related investments.
For 2019,2022, the increase in income, compared to 2021, was due primarily to the increase in income andrevenues noted above, while the increase in margin compared to 2018, was due primarily to a more profitablefavorable project/product sales mix and operational improvements within the segment’s cooling products businesses.in 2022.
Backlog — The segment had backlog of $82.8 $306.1 and $77.8$243.1 as of December 31, 20202023 and 2019,2022, respectively. Backlog associated with TAMCO and ASPEQ totaled $30.6 as of December 31, 2023. Approximately 97%98% of the segment’s backlog as of December 31, 20202023 is expected to be recognized as revenue during 2021.2024.
Detection and Measurement Reportable Segment
| | | | Year Ended December 31, | | 2020 vs.
2019% | | 2019 vs.
2018% | | Year Ended December 31, | | 2023 vs.
2022 % | | 2022 vs.
2021 % |
| | | 2020 | | 2019 | | 2018 | |
| Revenues | |
| Revenues | |
| Revenues | Revenues | $ | 387.3 | | | $ | 384.9 | | | $ | 320.9 | | | 0.6 | | | 19.9 | |
| Income | Income | 69.1 | | | 81.7 | | | 72.4 | | | (15.4) | | | 12.8 | |
| % of revenues | % of revenues | 17.8 | % | | 21.2 | % | | 22.6 | % | | | | | % of revenues | 19.2 | % | | 20.9 | % | | 19.9 | % | | |
| Components of revenue increase: | Components of revenue increase: | | | | | | | | | | Components of revenue increase: | | | |
| Organic | Organic | | | | | | | (4.4) | | | 1.4 | |
| Foreign currency | Foreign currency | | | | | | | 0.1 | | | (0.7) | |
| Acquisitions | Acquisitions | | 4.9 | | | 19.2 | |
| Net revenue increase | Net revenue increase | | | | | | | 0.6 | | | 19.9 | |
Revenues — For 2020,2023, the increase in revenues, compared to 2019,2022, was due primarily to the impact of the ULC acquisitionorganic revenue growth and, to a lesser extent, the Sensors & Software acquisition, partially offset by a decline in organic revenue.full year impact of the ITL acquisition. The decline in organic revenue growth was driven primarily the resultby higher volumes of lower sales oflarge projects within the communication technologies, products, with a portion of the decline duetransportation, and aids to order delays caused by the COVID-19 pandemic.navigation businesses.
For 2019,2022, the increase in revenues, compared to 2018,2021, was due to (i)organic growth across all product lines and the impact of the Schonstedtacquisitions of Sealite, ECS, and Cues acquisitions in 2018ITL. The organic growth was driven by strong order trends for our short-cycled businesses and the Sabik acquisition in 2019 and, to a lesser extent, (ii) an increase in organic revenue. The increase in organic revenue was due primarily to additional sales by the segment’sexecution of large projects within our transportation, communication technologies, businesses, partially offset by a decline in sales by the segment’s bus fare collection systems business.and aids to navigation businesses.
Income — For 2020, the decrease in income and margin, compared to 2019, was due primarily to the decline in sales of high-margin communication technologies products noted above.
For 2019,2023, the increase in income, compared to 2018,2022, was due primarily to the impact ofrevenue growth mentioned above. For 2023, the acquisitions noted above and the incremental profits resulting from additional revenues within the segment’s communication technologies businesses. The decrease in margin, compared to 2018,2022, was due primarily to the incremental amortization expense associated with the intangible assets acquired in the Cues and Sabik transactions.
Backlog — The segment had backlog of $89.3 (including $10.6 related to ULC and Sensors & Software) and $76.4 as of December 31, 2020 and 2019, respectively. Approximately 81% of the segment’s backlog as of December 31, 2020 is expected to be recognized as revenue during 2021.
Engineered Solutions Reportable Segment
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | 2020 vs.
2019% | | 2019 vs.
2018% |
| | 2020 | | 2019 | | 2018 | | |
| Revenues | $ | 577.5 | | | $ | 548.9 | | | $ | 537.0 | | | 5.2 | | | 2.2 | |
| Income | 60.5 | | | 43.0 | | | 35.0 | | | 40.7 | | | 22.9 | |
| % of revenues | 10.5 | % | | 7.8 | % | | 6.5 | % | | | | |
| Components of revenue increase: | | | | | | | | | |
| Organic | | | | | | | 5.3 | | | 2.2 | |
| Foreign currency | | | | | | | (0.1) | | | — | |
| Net revenue increase | | | | | | | 5.2 | | | 2.2 | |
Revenues — For 2020, the increase in revenues, compared to 2019, was due primarily to an increase in organic revenue within the segment’s power transformer business associated with (i) a moreless favorable sales mix associated with our short-cycled businesses and (ii) improved pricing discipline.certain of the large projects mentioned above, primarily within our communication technology business.
For 2019, 2022, the increase in revenues, compared to 2018, was due to an organic revenue increase within the segment’s power transformer business, partially offset by a decrease in organic revenue for the segment’s process cooling business. Revenue for the segment’s process cooling business continued to be impacted by a shift in its sales model, as the business is focused more on high-margin components and services and less on lower-margin large projects.
Incomei — For 2020, the increase inn income and margin, compared to 2019,2021, was due primarily to the increase in revenues noted above, resulting from the favorable sales mixincluding revenue increases associated with higher-margin large projects within our communication technologies and improved pricing discipline at the segment's power transformer business.
For 2019, the increase in income and margin, comparedaids to 2018, was due primarily to the increase in revenue noted above.
Backlog — The segment hadhad backlog of $353.4$244.5 and $373.4$251.0 as of December 31, 20202023 and 2019,2022, respectively. Approximately 88%76% of the segment’s backlog asas of December 31, 20202023 is expected to be recognized as revenue during 2021.2024.
Other
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | 2020 vs.
2019% | | 2019 vs.
2018% |
| | 2020 | | 2019 | | 2018 | | |
| Revenues | $ | 4.0 | | | $ | (6.1) | | | $ | 72.6 | | | * | | * |
| Loss | (19.3) | | | (43.6) | | | (16.0) | | | * | | * |
| % of revenues | * | | * | | * | | | | |
| | | | | | | * | | * |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
* Not meaningful for comparison purposes.
Revenues — For 2020, the increase in revenues, compared to 2019, was due to adjustments which resulted in reductions to the cumulative revenue associated with variable consideration on the large power projects in South Africa of $23.5 during 2019. The year-over-year impact of these adjustments was offset partially by a decline in organic revenue resulting from lower sales on the large power projects in South Africa, as these projects have been in the latter stages of completion.
For 2019, the decrease in revenues, compared to 2018, was due primarily to a decline in organic revenue. The decline in organic revenue was the result of lower sales related to the large power projects in South Africa, as these projects have been in the latter stages of completion. In addition, revenues in 2019 were impacted negatively by an adjustment during the first quarter of 2019 to the amount of cumulative revenue associated with the variable consideration on the large power projects in South Africa of $17.5 and an adjustment during the second quarter of 2019 of $6.0 to revenues on the large power projects in South Africa associated with a settlement with Alstom/GE.
Loss — For 2020, the loss decreased, compared to 2019, as operating results for 2019 included the aggregate reduction in revenues/profit noted above of $23.5.
For 2019, the increase in the loss, compared to 2018, was due primarily to the aggregate adjustments noted above to the large power projects in South Africa.
Backlog — The DBT operating segment had aggregate backlog of $3.7 and $7.4 as of December 31, 2020 and 2019, respectively.
Corporate Expense and Other Expense
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| | Year Ended December 31, | | 2020 vs.
2019% | | 2019 vs.
2018% |
| | 2020 | | 2019 | | 2018 | | |
| Total consolidated revenues | $ | 1,559.5 | | | $ | 1,520.9 | | | $ | 1,512.6 | | | 2.5 | | | 0.5 | |
| Corporate expense | 44.8 | | | 46.7 | | | 49.1 | | | (4.1) | | | (4.9) | |
| % of revenues | 2.9 | % | | 3.1 | % | | 3.2 | % | | | | |
| Long-term incentive compensation expense | 14.0 | | | 13.6 | | | 15.5 | | | 2.9 | | | (12.3) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | 2023 vs.
2022 % | | 2022 vs.
2021 % |
| | 2023 | | 2022 | | 2021 | | |
| Total consolidated revenues | $ | 1,741.2 | | | $ | 1,460.9 | | | $ | 1,219.5 | | | 19.2 | | | 19.8 | |
| Corporate expense | 58.4 | | | 68.6 | | | 60.5 | | | (14.9) | | | 13.4 | |
| % of revenues | 3.4 | % | | 4.7 | % | | 5.0 | % | | | | |
| Long-term incentive compensation expense | 13.4 | | | 10.9 | | | 12.8 | | | 22.9 | | | (14.8) | |
Corporate Expense — Corporate expense generally relates to the operating cost ofassociated with our Charlotte, NC corporate headquarters. The decrease in corporate expense during 2020,2023, compared to 2019,2022, was due primarily to lower(i) higher costs related to various strategic and transformational initiatives, including the Asbestos Portfolio Sale, during 2022 and (ii) expenses in connection with asbestos-related matters incurred during 2022 prior to the Asbestos Portfolio Sale, partially offset by higher short-term incentive compensation and travel expense during 2020,higher acquisition-related and other integration costs primarily associated with the decline in travel expense resulting from the impact of the COVID-19 pandemic.TAMCO and ASPEQ acquisitions.
The decreaseincrease in corporate expense in 2019,during 2022, compared to 2018,2021, was due primarily to a decline in acquisition-relatedincreased costs associated with various strategic and other professional fees, partially offset bytransformational initiatives, including the Asbestos Portfolio Sale, and higher short-term incentive compensation expense.in 2022.
Long-TermLong-Term Incentive Compensation Expense — Long-term incentive compensation expense represents our consolidated expense, which we do not allocate for segment reporting purposes. The increase in long-term incentive compensation expense in 2020,2023, compared to 2019,2022, was due primarily to the accelerated expense in 2020 on certain awards. impact of forfeitures resulting from various participant resignations during 2022.
The decrease in long-term incentive compensation in 2019,2022, compared to 2018,2021, was due primarily to certain one-time awards, which were issued in 2015 and became fully vested in the second halfimpact of 2018.forfeitures resulting from various participant resignations during 2022.
See Note 16 to our consolidated financial statements for further details on our long-term incentive compensation plans.
Liquidity and Financial Condition
Cash Flows
Listed below are the cash flows from (used in) operating, investing and financing activities, and discontinued operations, as well as the net change in cash and equivalents for the years ended December 31, 2020, 20192023, 2022 and 2018.2021.
| | | | Year Ended December 31, | | Year Ended December 31, |
| | | 2020 | | 2019 | | 2018 | | 2023 | | 2022 | | 2021 |
| Continuing operations: | Continuing operations: | | | | | | Continuing operations: | | | |
| Cash flows from operating activities | $ | 131.1 | | | $ | 154.2 | | | $ | 111.5 | |
| Cash flows from (used in) operating activities | |
| Cash flows used in investing activities | Cash flows used in investing activities | (126.1) | | | (159.2) | | | (189.0) | |
| Cash flows from (used in) financing activities | Cash flows from (used in) financing activities | 15.9 | | | (11.1) | | | 16.8 | |
| Cash flows from (used in) discontinued operations | Cash flows from (used in) discontinued operations | (4.8) | | | (0.1) | | | 7.5 | |
| Change in cash and equivalents due to changes in foreign currency exchange rates | Change in cash and equivalents due to changes in foreign currency exchange rates | (2.5) | | | 2.1 | | | (2.3) | |
| Net change in cash and equivalents | Net change in cash and equivalents | $ | 13.6 | | | $ | (14.1) | | | $ | (55.5) | |
20202023 Compared to 20192022
Operating Activities – -The decreaseincrease in cash flows from operating activities of continuing operations during the year ended December 31, 2023, compared to 2019,2022, was due primarily to (i) the increase in income during the period discussed previously, (ii) cash contributed during 2022 to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale, (iii) a declinereduction in cash flowsthe level of elevated purchases of raw materials and components, primarily within our HVAC reportable segment, during 2023, due to a more stable supply chain environment, (iv) working capital improvements at certain of our project-related businesses, during 2020, as cash receiptsflows for these project-related businessbusinesses are often subject to contractualcontract milestones that can impact the timing of cash flows from period-to-period.period to period, (v) net payments for asbestos-related matters made prior to the Asbestos Portfolio Sale in 2022, of $15.3, and (vi) a cash payment of $10.0 during the first half of 2022 in connection with the transfer of our postretirement life insurance benefit obligation to an insurance carrier (see Note 11 to our consolidated financial statements for additional details).
Investing ActivitiesActivities - Cash flows used in investing activities of continuing operations for 2020the year ended December 31, 2023 were comprised primarily of net cash utilized in the acquisitions of ULCTAMCO and Sensors & SoftwareASPEQ of $104.4$547.0 and capital expendituresexpenditures of $21.5.Cash flows used in investing activities in 2019 were comprised primarily of cash utilized in the acquisitions of Sabik, SGS, and Patterson-Kelley of $147.1 and capital expenditures of $17.8,$23.9, partially offset by net proceeds from company-owned life insurance policies of $5.9.$0.7. Cash flows used in investing activities of continuing operations for the year ended December 31, 2022 were comprised of cash utilized in the acquisition of ITL of $41.8 and capital expenditures of $15.9, partially offset by net proceeds from company-owned life insurance policies of $3.7 and $1.8 received upon agreement with the sellers on acquired working capital balances associated with the Cincinnati Fan and ITL acquisitions.
Financing Activities –- Cash flows from financing activities during 2020of continuing operations for the year ended December 31, 2023 were comprised primarily of net borrowings under the Credit Agreement and trade receivables financing arrangement of $296.6 and $16.0, respectively, primarily in connection with the TAMCO and ASPEQ acquisitions. These borrowings were partially offset by minimum tax withholdings paid on behalf of employees on long-term incentive awards, net of proceeds from options exercised, of $1.3, and fees paid in connection with the Incremental Term Loan of $1.3. Net repayments under our other various debt instruments of $15.6.totaled $0.4. Cash flows used in financing activities during 2019of continuing operations for the year ended December 31, 2022 were comprised primarily of a paymentrepurchases of $15.6common stock of $33.7, minimum tax withholdings paid on behalf of employees on net-share settlements of long-term incentive awards, net of proceeds from options exercised, of $3.5, and contingent consideration of $1.3 paid in relation to settle a put option held by a minority shareholderthe Sensors & Software acquisition. Additionally, prior to the August 12, 2022 amendment of DBT (see Note 15 to our consolidated financial statements for additional details), partially offset by net borrowings onCredit Agreement, we made scheduled repayments under our then-existing term loan of $6.3 and in connection with entering the Credit Agreement, we received $245.0 under our new term loan and (i) repaid the remaining balance under the then-existing term loan of $237.4 and (ii) paid fees in connection with the refinancing of $1.9. Net repayments under our various other debt instruments of $10.0.totaled $0.8.
Discontinued Operations –- Cash flows used in discontinued operations for 2020the year ended December 31, 2023 relate primarily to (i) cash payments of $25.3 made by DBT to MHI during the third quarter of 2023 in connection with the Settlement Agreement, and (ii) disbursements of $14.7 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, partially offset by the recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $6.8. Refer to Notes 4 and 15 to the consolidated financial statements for additional details related to the Settlement Agreement. Cash flows used in discontinued operations for the year ended December 31, 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa (see Note 15 to the consolidated financial statements for additional details), (ii) disbursements related to asbestos product liability matters made prior to the Asbestos Portfolio Sale, (iii) a payment of $13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, netincluding fees associated with the sale of cash flows from operations generated by Heat Transfer. Cash flows used in discontinued operations for 2019 related primarily toTransformer Solutions. These disbursements for liabilities retained in connection with dispositions and net cash flows used in operations by Heat Transfer,were partially offset by proceeds from stock options exercised of $5.5 received in connection with the sale of Heat Transfer's manufacturing facility.$1.0.
Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates - Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 20202023 and 2019.2022.
2019
2022 Compared to 20182021
Operating Activities – - The increasedecrease in cash flows from operating activities, compared to 2018,2021, was due primarily to higher(i) a cash contribution to the divested subsidiaries of $138.8 in connection with the Asbestos Portfolio Sale; (ii) income tax payments, net of refunds, of $59.6 (compared to income tax refunds, net of tax payments, of $5.5 during the year ended December 31, 2021), with a significant portion of the 2022 payments related to the gain on sale of Transformer Solutions; (iii) elevated purchases of inventory components in order to manage the potential risk associated with the then-existing supply chain environment; (iv) decreases in cash flows at certain of our project-related businesses, dueas cash receipts for these businesses are often subject to contractual milestones that can impact cash receipts from period to period; (v) net payments for asbestos-related matters of $15.3 (compared to net recoveries of $0.3 during the timing of contractual milestone paymentsyear ended December 31, 2021); and a decline in(vi) cash outflows related to our large power projects in South Africa, as these projects have been in the latter stages of completion. These improvements in operating cash flows were offset partially by a decline in net income tax refunds (net tax payments of $7.0$10.0 in 2019 versus net tax refundsconnection with the transfer of $44.3 in 2018).our postretirement life insurance benefit obligation to an insurance carrier.
Investing Activities –Activities - Cash flows used in investing activities for 2022 were comprised primarily of cash utilized in the acquisition of ITL of $41.8 and capital expenditures of $15.9, partially offset by (i) proceeds from company-owned life insurance policies of $3.7 and (ii) $1.8 received upon agreement with sellers on acquired working capital balances associated with the Cincinnati Fan and ITL acquisitions. Cash flows used in investing activities for 2019the year ended December 31, 2021 were comprised primarily of cash utilized in the acquisitions of Sabik, SGS,Sealite, ECS and Patterson-KelleyCincinnati Fan of $147.1 and$264.9, capital expenditures of $17.8, partially offset by proceeds from$9.6, and net expenditures related to company-owned life insurance policies of $5.9. $31.2.
Financing Activities - Cash flows used in investingfinancing activities for 2018 during 2022 were comprised primarily of cash utilizedrepurchases of common stock of $33.7, minimum tax withholdings paid on behalf of employees on net-share settlements of long-term incentive awards, net of proceeds from options exercised, of $3.5, and contingent consideration of $1.3 paid in relation to the acquisitionsSensors & Software acquisition. Additionally, prior to the August 12, 2022 amendment of Schonstedtour Credit Agreement, we made scheduled repayments under our then-existing term loan of $6.3 and Cuesin connection with entering the Credit Agreement, we received $245.0 under our new term loan and (i) repaid the remaining balance under the then-existing term loan of $180.8$237.4 and capital expenditures of $12.4, partially offset by cash proceeds of $4.6 received(ii) paid fees in connection with the subsequent salerefinancing of marketable securities acquired in connection with the Cues transaction.
Financing Activities -$1.9. Net repayments under our various other debt instruments totaled $0.8. Cash flows used in financing activities during 20192021 were comprised primarily of a payment of $15.6 to settle a put option held by the minority shareholder of DBT (see Note 15 to our consolidated financial statements for additional details), partially offset by net borrowingsrepayments on our various debt instruments of $10.0. Cash flows from financing activities in 2018 related primarily to net borrowings in connection with the Cues acquisition.$164.5.
Discontinued Operations – - Cash flows used in discontinued operations for 2019during 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa prior to the Settlement Agreement, (ii) disbursements related to asbestos product liability matters made prior to the Asbestos Portfolio Sale, (iii) a payment of $13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, and net cash flows used in operations by Heat Transfer,including fees associated with the sale of Transformer Solutions. These disbursements were partially offset by proceeds from stock options exercised of $5.5$1.0. Cash flows from discontinued operations for 2021 related primarily to proceeds received in connection with the sale of Heat Transfer's manufacturing facility.Transformer Solutions of $ Cash620.6. In addition, cash flows from discontinued operations for 2018 related primarily to proceeds of $3.6 received in connection with a settlement reached with the buyer of Balcke Dürr, proceeds of $4.8 received in connection with the sale of certain intangible assets of our Heat Transfer business, and netincluded cash flows from operations generated by Heat Transfer,Transformer Solutions, partially offset by cash flows used in DBT's operations and disbursements forrelated to liabilities retained in connection with other dispositions.
Change in Cash and Equivalents Due to Changes in Foreign Currency Exchange Rates - Changes in foreign currency exchange rates did not have a significant impact on our cash and equivalents during 20192022 and 2018.2021.
Borrowings
The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2020:2023:
| | December 31,
2019 | | Borrowings | | Repayments | | Other (5) | | December 31,
2020 |
| December 31,
2022 | | | December 31,
2022 | | Borrowings | | Repayments | | Other (6) | | December 31,
2023 |
Revolving loans (1) | Revolving loans (1) | $ | 140.0 | | | $ | 197.6 | | | $ | (207.8) | | | $ | — | | | $ | 129.8 | |
Term loan (2) | 248.2 | | | — | | | — | | | 0.4 | | | 248.6 | |
Trade receivables financing arrangement (3) | — | | | 134.4 | | | (106.4) | | | — | | | 28.0 | |
Other indebtedness (4) | 5.3 | | | — | | | (2.2) | | | 2.9 | | | 6.0 | |
Term loans (2)(3) | |
Trade receivables financing arrangement (4) | |
Other indebtedness (5) | |
| Total debt | Total debt | 393.5 | | | $ | 332.0 | | | $ | (316.4) | | | $ | 3.3 | | | 412.4 | |
| Less: short-term debt | Less: short-term debt | 142.6 | | | | | | | | | 101.2 | |
| Less: current maturities of long-term debt | Less: current maturities of long-term debt | 1.0 | | | 7.2 | |
| Total long-term debt | Total long-term debt | $ | 249.9 | | | $ | 304.0 | |
(1)While not dueThe revolving loan facility was utilized as the initial funding mechanism for repayment until December 2024 under the terms of our senior credit agreement, we have classified within current liabilitiesTAMCO and ASPEQ acquisitions and was repaid with the portion offunds borrowed on the outstanding balance that we believe will be repaid over the next year, with such amount based on an estimate ofIncremental Term Loan (see additional discussion below) and cash that is expected to be generated over such period.from operations.
(2)As noted below, we amended our senior credit agreement on April 21, 2023, with the amendment making available an incremental term loan facility (“Incremental Term Loan”) in the amount of $300.0. The proceeds from the Incremental Term Loan were primarily used to fund the acquisition of ASPEQ.
(3)The term loan isloans are repayable in quarterly installments beginning in the first quarter of 2021, with the quarterly installments equal to 0.625% of the initial term loan balancebalances of $250.0 during 2021, 1.25%$545.0, beginning in December 2023 and in each of the four quarters of 2022 and 2023, and 1.25% during the first three quarters of 2024.2024, 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 isbalances are payable in full on December 17, 2024.August 12, 2027. Balances are net of unamortized debt issuance costs of $1.4$1.7 and $1.8$0.7 at December 31, 20202023 and December 31, 2019,2022, respectively.
(3)(4)UnderUnder this arrangement, we can borrow, on a continuous basis, up to $50.0,$60.0, as available. At December 31, 2020, we had $11.5 of available borrowing capacity under this facility. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At December 31, 2023, we had $44.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $16.0.
(4)(5)Primarily includes balances under a purchase card program of $1.7$1.9 and $2.6$1.8 and finance lease obligations of $2.6$0.5 and $2.7$0.7 at December 31, 20202023 and 2019,December 31, 2022, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)(6)“Other” primarily includes debt assumed, foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar, and the impact of amortization of debt issuance costs associated with the term loan.loans. During the second quarter of 2023 we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan.
Maturities of long-term debt payable during each of the five years subsequent to December 31, 2020 are $7.2, $13.3, $13.0, $279.0,2023 are $17.3, $27.4, $27.4, $470.0, and $0.1,$0.0, respectively.
Senior Credit Facilities
On December 17, 2019,April 21, 2023 (the “Incremental Amendment Effective Date”), we entered into an Incremental Facility Activation Notice (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, our senior credit agreement (thethe “Credit Agreement”), among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.
The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $300.0, which was available in up to amongthree drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023. The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other things, extendlawful corporate purposes. The Incremental Term Loan will mature on August 12, 2027. We may voluntarily prepay the term of each facilityIncremental Term Loan, in whole or in part, without premium or penalty. In June 2023, we borrowed $300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition.
The credit facilities (the “Senior Credit 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 $800.0, consistingconsist of the following at December 31, 2023 (each with a final maturity of December 17, 2024)August 12, 2027):
•Term loan facilities in an aggregate principal amount of $545.0 ($245.0 and $300.0 related to our original term loan and the Incremental Term Loan, respectively);
•A new term loan facility in the aggregate principal amount of $250.0;
•A domesticmulticurrency revolving credit facility, available for loans and letters of credit in an aggregate principal amount of $300.0;
•A global revolving credit facility, available for loans in USD, Euros, British PoundsDollars, Euro, Sterling and other currencies, in the aggregate principal amount up to the equivalent of $150.0;
•A participating foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $55.0;$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 guarantees,bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $45.0.$25.0.
The Credit Agreement also:
•Requires that we maintain the Consolidated Leverage Ratio (defined in the Credit Agreement) as of the last day of each fiscal quarter to not more than 3.75 to 1.00 (or up to 4.25 to 1.00 for the four fiscal quarters after certain permitted acquisitions);
•Requires that we maintain a Consolidated Interest Coverage Ratio as of the last day of each fiscal quarter to not less than 3.00 to 1.00; and
•Establishes per annum fees charged and applies interest rate margins to Eurodollar and alternate base rate loans, in each case based on the Consolidated Leverage Ratio, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated
Leverage
Ratio | | Domestic
Revolving
Commitment
Fee | | Global
Revolving
Commitment
Fee | | Letter of
Credit
Fee | | Foreign
Credit
Commitment
Fee | | Foreign
Credit
Instrument
Fee | | LIBOR
Rate
Loans | | ABR
Loans |
| Greater than or equal to 3.50 to 1.0 | | 0.350 | % | | 0.350 | % | | 2.000 | % | | 0.350 | % | | 1.250 | % | | 2.000 | % | | 1.000 | % |
| Between 2.50 to 1.0 and 3.50 to 1.0 | | 0.300 | % | | 0.300 | % | | 1.750 | % | | 0.300 | % | | 1.000 | % | | 1.750 | % | | 0.750 | % |
| Between 1.75 to 1.0 and 2.50 to 1.0 | | 0.275 | % | | 0.275 | % | | 1.500 | % | | 0.275 | % | | 0.875 | % | | 1.500 | % | | 0.500 | % |
| Less than 1.75 to 1.0 | | 0.250 | % | | 0.250 | % | | 1.375 | % | | 0.250 | % | | 0.800 | % | | 1.375 | % | | 0.375 | % |
The interest rates applicable to loans under the Credit Agreement are, at our option, equal to either (i) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.5%, (b) the prime rate of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0%) or (ii) a reserve-adjusted LIBOR rate for dollars (Eurodollars) plus, in each case, an applicable margin percentage as previously discussed, which varies based on our Consolidated Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings and analogous instruments and net of cash and cash equivalents) at the date of determination to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date). We may elect interest periods of one, two, three or six months (and, if consented to by all relevant lenders, twelve months) for Eurodollar borrowings.
The weighted-average interest rate of outstanding borrowings under our Senior Credit Facilities was approximately 1.6% at December 31, 2020.
The fees and bilateral foreign credit commitments are as specified above for foreign credit commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.25% per annum, respectively.
SPX is the borrower under each of the above facilities, and certain of our foreign subsidiaries are (and we may designate other foreign subsidiaries to be) borrowers under the global revolving credit facility and the foreign credit instrument facilities.
All borrowings and other extensions of credit under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties.
The letters of credit under the domestic revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our foreign operations.
The Credit Agreement requires mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by SPX or our subsidiaries. Mandatory prepayments will be applied to repay, first, amounts outstanding under any term loans and, then, amounts (or cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 360 days (and if committed to be reinvested, actually reinvested within 360 days after the end of such 360-day period) of the receipt of such proceeds.
We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of Eurodollar rate borrowings other than on the last day of the relevant interest period. Indebtedness under the Credit Agreement is guaranteed by:
•Each existing and subsequently acquired or organized domestic material subsidiary with specified exceptions; and
•SPX with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.
Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by SPX or our domestic subsidiary guarantors and 65% of the capital stock of our material first-tier foreign subsidiaries (with certain exceptions). If SPX obtains a corporate credit rating from Moody’s and S&P and such corporate credit rating is less than “Ba2” (or not rated) by Moody’s and less than “BB” (or not rated) by S&P, then SPX and our domestic subsidiary guarantors are required to grant security interests, mortgages and other liens on substantially all of their assets. If SPX’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults then exist, all collateral security is to be released and the indebtedness under the Credit Agreement would be unsecured.
The Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default.
We are permitted under the Credit Agreement to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after September 1, 2015 equal to the sum of (i) $100.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments.
At December 31, 2020,2023, we had $302.9$489.2 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $129.8 and $17.3$10.8 reserved for outstanding letters of credit. In addition, at December 31, 2020,2023, we had $11.0$13.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $89.0$11.6 reserved for outstanding letters of credit.
At December 31, 2020,2023, we were in compliance with all covenants of our Credit Agreement.
Refer to Note 13 to the consolidated financial statements for additional details of the Credit Agreement, including details of covenants, applicable interest rate margins and fees.
On February 7, 2024, we completed the acquisition of Ingénia. We purchased Ingénia for net cash consideration of CAD 398.8 (or $295.7 at the time of payment) which was funded through borrowings on our revolving credit facilities under our Credit Agreement. Refer to Note 18 to the consolidated financial statements for additional information.
Other Borrowings and Financing Activities
Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 20202023 and 2019,2022, the participating businesses had $1.7$1.9 and $2.6,$1.8, respectively, outstanding under this arrangement.
We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $50.0.$60.0. Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not exceed the $50.0$60.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business.
In addition, we maintain uncommitted line of credit facilities in China and South Africa available to fund operations in these regions, when necessary.necessary, and at the discretion of the lender. At December 31, 2020,2023, the aggregate amount of borrowing capacity under these facilities was $20.0, while there were no borrowings outstanding.
Company-owned Life Insurance
The Company has investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. The Company has the ability to monetize its investment in the COLI policies as an additional source of liquidity. At December 31, 2023, the Company had not monetized any of its existing COLI policies’ cash surrender value. See Note 1 to the consolidated financial statements for additional information.
Financial Instruments
We measure our financial assets and liabilities on a recurring basis, and nonfinancial assets and liabilities on a non-recurring basis, at 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. We utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable quoted prices in active markets for identical assets or liabilities (Level 1), significant other observable inputs (Level 2) or significant unobservable inputs (Level 3).
Our derivative financial assets and liabilities include interest rate swap agreements, forward contracts to manage 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,contracts”), and, as related to Transformer Solutions through its date of disposition, forward contracts that managemanaged the exposure on forecasted purchases of commodity raw materials (“commodity contracts”) that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active.
As of December 31, 2020,2023, there was 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 was no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risk.
We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount. Assets and liabilities measured at fair value on a recurring basis are further discussed below.
Interest Rate Swaps
In March 2018, we entered intoWe previously maintained interest rate swap agreements (“Initial Swaps”) that had an initial notional amount of $260.0 and maturities throughmatured in March 2021 and effectively convert a portion of theconverted borrowings under our senior credit facilities to a fixed rate of 2.535%, plus the applicable margin. As of December 31, 2020, the aggregate notional amount of the Initial Swaps was $234.0.
In February 2020 and as a result of a December 2019 amendment that extended the maturity date of our senior credit facilities to December 17, 2024, we entered into additional interest swap agreements (“Additional Swaps”). The Additional Swaps have a remaining notional amount of $248.4,$218.8, cover the period from March 2021 tothrough November 2024, and will effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.061%1.077%, plus the applicable margin.
We have designated, and are accounting for, the Swaps as cash flow hedges.
In connection with an August 2022 amendment of the Credit Agreement, the Swaps were amended to be based on SOFR as opposed to the London Interbank Offered Rate (“LIBOR”). We applied the optional expedients per Accounting Standards Update (“ASU”) No. 2020-04, No. 2021-01, and No. 2022-06 and, thus, continue to designate and account for our interest rate swap agreements as cash flow hedges. As of December 31, 20202023 and 2019,2022, the unrealized loss,gain, net of tax, recorded in accumulated other comprehensive incomeAccumulated Other Comprehensive Income (“AOCI”) was $5.9$5.7 and $1.9 as of December 31, 2020 and 2019,$11.0, respectively. In addition, as of December 31, 2020, the fair value of our interest rate swap agreements totaled $7.8, with $1.4was $7.5 (with $7.5 recorded as a current liability and the remainder in long-term liabilities, and $2.5 atasset) as of December 31, 2019 (all2023, and $14.7 (with $8.7 recorded as a current asset and $6.0 as a non-current asset) as of which is recorded in long-term liabilities).December 31, 2022. 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, and Euro.
From time to time, we enter into FX forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). None of our FX forward contracts are designated as cash flow hedges.subsidiaries.
We had FX forward contracts with an aggregate notional amount of $6.3$9.4 and $26.0$6.9 outstanding as of December 31, 20202023 and 2019,2022, respectively, with all of the $6.3$9.4 scheduled to mature within one year. The fair value of our FX forward contracts was less than $0.1 at December 31, 2023 and 2022.
In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in 2021.the South African Rand, with a notional amount of South African Rand 480.9 (or $24.9 at the time of execution) and a fair value of $1.3, which is included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023, all of which are scheduled to mature within one year. Refer to Note 4 to the consolidated financial statements for additional details.
Commodity Contracts
From time to time,For our Transformer Solutions business, we enterhistorically entered into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials. The outstanding notional amountsAs discussed in Note 1 to our consolidated financial statements, 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 were 3.2 and 3.4 poundsreclassified from AOCI a net loss of copper at$0.6 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 20202021. Prior to extinguishment, we designated and 2019, respectively. We designate and accountaccounted for these contracts as cash flow hedges and to the extent these commodity contracts are effective in offsetting the variability of the forecasted purchases, the change in fair value iswas included in AOCI. We reclassify AOCIreclassified amounts associated with our commodity contracts to costout of products soldAOCI when the forecasted transaction impactsimpacted earnings. As of December 31, 2020 and 2019, the fair values of these contracts were current assets of $2.4 and $0.4, respectively. The unrealized gains, net of taxes, recorded in AOCI were $1.5 and $0.3 as of December 31, 2020 and 2019, respectively. We anticipate reclassifying the unrealized gain as of December 31, 2020 to income over the next 12 months.
Other Fair Value Financial Assets and Liabilities
The carrying amounts of cash and equivalents and receivables reported in our consolidated balance sheets approximate fair value due to the short maturity of those instruments.
The fair value of our debt instruments as of December 31, 2020 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, insurance recovery assets associated with asbestos product liability matters,COLI policies, and interest rate swap, foreign currencyswaps and FX forward and commodity contracts. These financial instruments, other
than trade accounts receivable, are placed with high-quality financial institutions and insurance companies throughout the world. We periodically evaluate the credit standing of these financial institutions and insurance companies.institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
Cash and Other Commitments
Balances under ourthe Credit Agreement are payable in full on December 17, 2024.August 12, 2027. Our term loan isloans are repayable in quarterly installments beginning in the first quarter of 2021, with the quarterly installments equal to 0.625% of the initial term loan balancebalances of $250.0 during 2021, 1.25%$545.0, beginning in December 2023 and in each of the four quarters of 2022 and 2023, and 1.25% during the first three quarters of 2024.2024, 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 repayablepayable in full on December 17, 2024.August 12, 2027.
We use operating leases to finance certain equipment, vehicles and properties. At December 31, 2020,2023, we had $43.4$43.6 of future minimum rental payments under operating leases with remaining non-cancelable terms in excess of one year.
Capital expenditures for 2020 totaled2023 totaled $21.523.9, compared to $17.8$15.9 and $12.4$9.6 in 20192022 and 2018,2021, respectively. Capital expenditures in 20202023 related primarilyprimarily to upgrades to manufacturing facilities, including replacement of equipment, and the move of our corporate headquarters.equipment. We expect 20212024 capital expenditures to approximate $20.0approximate $35.0 to $25.0, with$45.0, with a significant portion related to replacement of equipment.upgrades to existing, and expansion into new, manufacturing facilities.
In 2020,2023, we made contributions and direct benefit payments of $13.3$11.2 to our defined benefit pension and postretirement benefit plans. We expect to make $13.2$10.5 of minimum required funding contributions and direct benefit payments in 2021.2024. Our pension plans have not experienced any liquidity difficulties or counterparty defaults due to the volatility in the credit markets. Our pension funds earned assetfund assets had returns of approximately 12.0%6.0% in 2020.2023. See Note 11 to our consolidated financial statements for further disclosure of expected future contributions and benefit payments.
On a netnet basis, both from continuing and discontinued operations, net income tax refunds (payments)(payments) totaled ($7.6)$(58.4), ($7.0)$(59.6), and $44.3$5.5 in 2020, 2019,2023, 2022, and 2018,2021, respectively. In 2020,2023, we made payments of $10.8 $59.9 associated with the actual and estimated tax liability for federal, state and foreign tax obligations and received refunds of $3.2.$1.5. The amount of income taxes that we receive or pay annually is dependent on various factors, including the timing of certain deductions. Deductions and the amount of income taxes can and do vary from year to year.year-to-year.
Our Certificate of Incorporation provides that we indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law for any personal liability in connection with their employment or service with us, subject to limited exceptions. While we maintain insurance for this type of liability, the liability could exceed the amount of the insurance coverage.
We continually review each of our businesses in order to determine their long-term strategic fit. These reviews could result in selected acquisitions to expand an existing business or result in the disposition of an existing business. In addition, you should read “Risk Factors,” “Results for Reportable Segments and Other Operating Segment”Segments” included in this MD&A, and “Business” for an understanding of the risks, uncertainties and trends facing our businesses.
Off-Balance Sheet Arrangements
AsAs of December 31, 2020,2023, except as discussed in Notes 15 and 17 to our consolidated financial statements and in the contractual obligationsobligations table below, we did not have any material guarantees, off-balance sheet arrangements or purchase commitments other than the following: (i) $29.2$26.1 of certain standby letters of credit outstanding, all of which relate to self-insurance or environmental matters and $17.310.8 of which reduce the available borrowing capacity on our domestic revolving credit facility;facility, (ii) $89.0$11.6 of letters of credit outstanding, all of which reducereduce the available borrowing capacity on our foreign trade facilities;facilities, and (iii) $168.881.6 of surety bonds.
Contractual Obligations
The following is a summary of our primary contractual obligations as of December 31, 2020:2023:
| | | | Total | | Due
Within
1 Year | | Due in
1-3 Years | | Due in
3-5 Years | | Due After
5 Years | | Total | | Due
Within
1 Year | | Due in
1-3 Years | | Due in
3-5 Years | | Due After
5 Years |
| Long-term debt obligations | Long-term debt obligations | $ | 312.6 | | | $ | 7.2 | | | $ | 26.3 | | | $ | 279.1 | | | $ | — | |
Pension and postretirement benefit plan contributions and payments(1) | Pension and postretirement benefit plan contributions and payments(1) | 212.4 | | | 13.2 | | | 24.1 | | | 20.9 | | | 154.2 | |
Purchase and other contractual obligations(2) | Purchase and other contractual obligations(2) | 115.0 | | | 99.3 | | | 14.8 | | | 0.9 | | | — | |
Future minimum operating lease payments(3) | Future minimum operating lease payments(3) | 43.4 | | | 8.7 | | | 15.0 | | | 9.1 | | | 10.6 | |
| Interest payments | 30.5 | | | 7.8 | | | 15.2 | | | 7.5 | | | — | |
Total contractual cash obligations(4)(5) | $ | 713.9 | | | $ | 136.2 | | | $ | 95.4 | | | $ | 317.5 | | | $ | 164.8 | |
Interest payments(4) | |
Total contractual cash obligations(5) | |
____________________________
(1)Estimated minimum required pension funding and pension and postretirement benefit payments are based on actuarial estimates using current assumptions for, among other things, discount rates, expected long-term rates of return on plan assets (where applicable), and health care cost trend rates. The expected pension contributions for the U.S. plans in 20212024 and thereafterthereafter reflect the minimum required contributions under the Pension Protection Act of 2006 and the Worker, Retiree, and Employer Recovery Act of 2008. These contributions do not reflect potential voluntary contributions, or additional contributions that may be required in connection with acquisitions, dispositions or related plan mergers. See Note 11 to our consolidated financial statements for additional information on expected future contributions and benefit payments.
(2)Represents contractual commitments to purchase goods and services at specified dates.dates and DBT's remaining obligation under the Settlement Agreement.
(3)Represents rental payments under operating leases with remaining non-cancelable terms in excess of one year.
(4)Represents interest payments exclusive of the impact of our interest rate swap agreements.
(5)Contingent obligations, such as environmental accruals and those relating to uncertain tax positions generally do not have specific payment dates and accordingly have been excluded from the above table.table. We believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits couldcould decrease up to $5.0.
(5)$1.0. In addition, the above table does not include potential payments under (i) our derivative financial instruments or (ii) the guarantees and bonds associated with Balcke Dürr.instruments.
Critical Accounting Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties, are listed below. This section should be read in conjunction with Notes 1 and 2 to our consolidated financial statements, which include a detailed discussion of these and other accounting policies.
Acquisition Accounting
We regularly review and negotiate potential acquisitions in the ordinary course of business, some of which are or may be material. The acquired assets and liabilities are 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 upon completion of the acquisition method of accounting. Final determination of the fair value of certain assets and liabilities are completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP.
These fair market value assessments require judgments and estimates that can be affected by various factors over time, which may cause final amounts to be materially adjusted from original estimates in subsequent periods. The significant judgments include (i) the estimation of future cash flows, which are dependent on forecasts, (ii) the estimation of a long-term rate of growth, (iii) the estimation of the useful life of the assets, and (iv) the determination of a risk-adjusted weighted average cost of capital. When appropriate, our estimates of the acquired fair values include assistance from an independent third-party.
Inventories, long-lived assets (primarily property, plant and equipment), goodwill, and intangible assets generally represent the largest components of our acquisitions. In addition, we also acquire other categories of assets and liabilities which can include, but are not limited to, accounts receivable, accounts payable and other working capital. Due to their short-term nature,
the fair values of these assets and liabilities generally approximate the carrying values reflected on the acquired balance sheet. However, when appropriate, we adjust these carrying values for factors such as collectability, existence, and consistency with Company accounting policies. We record the excess of consideration transferred over the fair value of the identifiable net assets acquired as goodwill.
The primary identifiable intangible assets that we acquire typically consist of customer relationships, indefinite-lived and definite-lived trademarks, technology, and backlog. We record trademarks at a fair value equal to the present value of the hypothetical or potential royalty income attributable to it. The royalty income attributable to a trademark represents the hypothetical cost savings that are derived from owning the trademark instead of paying royalties to license the trademark. Inventories acquired in the transaction are recorded at fair value, which approximates a market participant’s estimated selling price adjusted for (i) costs to complete, (ii) costs to sell, and (iii) a reasonable profit allowance to the seller for costs incurred.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to annual impairment testing. We review goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred to determine whether the carrying value exceeds the implied fair value. We monitor the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results and, thus, be an indicator of a potential impairment. The trends and/or matters that we specifically monitor for each of our reporting units are as follows:
•Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance;
•Significant changes in end markets or other economic factors;
•Significant changes or planned changes in our use of a reporting unit’s assets; and
•Significant changes in customer relationships and competitive conditions.
The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. We have the option to assess impairment through a qualitative assessment, which includes factors such as general economic conditions, negative developments in equity and credit markets, adverse changes in the markets in which a reporting unit operates, increases in input costs that have a negative effect on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among others. When a potential impairment is indicated, we perform quantitative testing by comparing the estimated fair value of the reporting unit to the carrying value of the reported net assets. Under our quantitative testing, fair value is generally based on discounted projected cash flows, but we also consider factors such as comparable industry price multiples. The revenue growth rates included in the financial projections are our best estimates based on current and forecasted market conditions, and the profit margin assumptions are projected by each reporting unit based on current cost structure and, when applicable, anticipated net cost increases/reductions.
The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margin and discount factors. Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
As indicated in Note 10 to the consolidated financial statements, 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.” 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 goodwill and indefinite-lived intangible assets. As such, we performed quantitative analyses on ULC’s goodwill and indefinite-lived intangible assets for impairment during the third quarter of 2021. Based on such testing, 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 of $24.3 during the third quarter, with $23.3 related to goodwill and the remainder to trademarks. In connection with our annual impairment analyses of ULC’s goodwill and indefinite-lived intangibles during the fourth quarters of 2022 and 2021, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business. As a result, we recorded impairment charges of $12.9 ($12.0 related to goodwill, which represented all of ULC’s goodwill prior to impairment, and $0.9 related to trademarks) and $5.2 ($4.9 related to goodwill and $0.3 related to trademarks) during the fourth quarters of 2022 and 2021, respectively.
During the fourth quarter of 2023, we performed a quantitative analysis on the goodwill of our Engineered Air Movement (“EAM”) reporting unit (the aggregation of our Cincinnati Fan and TAMCO businesses). The EAM analysis indicated that the fair value of its net assets exceeded the related carrying value by approximately 30%. A change in assumptions used in EAM's quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in the reporting unit’s estimated fair value being less than the carrying value. If EAM is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill. As of December 31, 2023, EAM’s goodwill totaled $106.7. In addition to EAM, the fair value of the assets related to the ASPEQ acquisition approximate their carrying value. If ASPEQ is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related its goodwill or indefinite-lived intangible assets. As of December 31, 2023, ASPEQ's goodwill and indefinite-lived intangible assets totaled $191.1 and $51.5, respectively.
We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions. The basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year. In connection with the annual impairment testing of our trademarks during the fourth quarters of 2023, 2022, and 2021, we recorded impairment charges of $0.0, $1.4 (including $0.9 related to ULC as noted above), and $0.8 (including $0.3 related to ULC as noted above), respectively.
See Note 10 to our consolidated financial statements for additional details.
Contingent Liabilities
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(which, prior to the Asbestos Portfolio Sale, were 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 mattertheses, primarily associated with environmental matters, totaled $575.7$37.9 and $592.4$39.5 at December 31, 20202023 and 2019,2022, respectively. Of these amounts, $499.8$29.4 and $517.6$30.8 are included in “Other long-term liabilities” within our consolidated balance sheets at
December 31, 20202023 and 2019,2022, respectively, with thethe remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, includingincluding historical claims and payment experience. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations.
Our asbestos-related claims are typical in certainResolution 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 December 31, 2020 and 2019:Dispute with Former Representative
| | | | | | | | | | | |
| December 31, |
| 2020 | | 2019 |
Insurance recovery assets (1) | $ | 496.4 | | | $ | 509.6 | |
Liabilities for claims (2) | 535.2 | | 552.2 |
(1)Of these amounts $446.4On January 18, 2024, a jury ruled that one of our businesses within the Detection and $459.6 are includedMeasurement reportable segment had breached its contract and implied duties of good faith and fair dealings in “Other assets” atconnection with an agreement entered into with a former representative. On January 26, 2024, we negotiated a settlement requiring a payment to the former representative of $9.0 to resolve all claims related to the matter. This amount was recorded to “Other operating (income) expense, net” within the consolidated statement of operations for the year ended December 31, 2020 and 2019, respectively, while the remainder is included in “Other current assets.”
(2)Of these amounts $479.9 and $498.1 are included in “Other long-term liabilities” at December 31, 2020 and 2019, respectively, while the remainder is included in “Accrued expenses.”2023.
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).Asbestos Matters
The following table presents information regarding activity for asbestos-related claims forAs indicated in Note 1 to our consolidated financial statements, we completed the Asbestos Portfolio Sale on November 1, 2022, which resulted in the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets. As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have been removed from our consolidated balance sheets effective November 12, 2022. During the years ended December 31, 2020, 20192022 and 2018:
| | | | | | | | | | | | | | | | | |
| Year ended December 31 |
| 2020 | | 2019 | | 2018 |
| Pending claims, beginning of year | 11,079 | | 13,767 | | 17,359 |
| Claims filed | 2,449 | | 3,607 | | 3,857 |
| Claims resolved | (3,746) | | (6,295) | | (7,449) |
| Pending claims, end of year | 9,782 | | 11,079 | | 13,767 |
The assets we record2021, our (receipts) payments for asbestos-related claims, represent amounts that we believe we are or will be entitled to recover under agreements we have withnet of respective insurance companies.recoveries of $31.6, and
$53.9, were $20.1 and $(0.3), respectively. The amountyear ended December 31, 2021 included insurance proceeds 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$15.0 associated 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 resultssettlement of operations.an asbestos insurance coverage matter.
During the years ended December 31 2020, 2019, 2022 and 2018, our payments for asbestos-related claims, net of respective insurance recoveries 2021of $35.4, $47.1, and $45.3, were $19.3, $13.1 and $9.7, respectively. A significant increase in claims, costs and/or issues with existing insurance coverage (e.g., dispute with or insolvency of insurer(s)) could have a material adverse impact on our share of future payments related to these matters, and, as a result, have a material impact on our financial position, results of operations and cash flows.
During the years ended December 31, 2020, 2019, and 2018, we recorded charges of $21.3, $10.1,$24.2 and $4.8,$51.2, respectively, as a result of changes in estimates associated with the liabilities and assets related to asbestos-related claims. Of these charges, $19.2, $6.3$18.8 and $4.4$48.6 were reflected in “Income from continuing operations before income taxes” for the years ended December 31, 2020, 2019,2022 and 2018,2021, respectively, and $2.1, $3.8,$5.4 and $0.4,$2.6, respectively, were reflected in “Gain“Gain (loss) on disposition of discontinued operations, net of tax.”
Large Power Projects in South Africa
Overview - Since 2008, DBT hashad been executing contracts on two large power projects in South Africa (Kusile and Medupi). Over such, on which it has completed its scope of work. During that time, the business environment surrounding these projects has beenwas difficult, as DBT, along with many other contractors on the projects, have experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers. DBT has substantially completed its scopeSince substantial completion of work, with itsthe works, DBT’s remaining responsibilities related largely to resolution of various claims, primarily between itself and oneMHI, the remaining prime contractor. As noted below, SPX and DBT entered into a Settlement Agreement with MHI during the third quarter of its prime contractors, Mitsubishi Heavy Industries Power—ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD), or “MHI.”
The challenges related2023. Prior 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 betweenSettlement Agreement, 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 hashad asserted claims against MHI of approximately South African Rand 1,100.01,000.0 (or $75.0). As we prepare these claims for dispute resolution processes, the amounts, along with the characterization,$54.4) and MHI had asserted, or issued letters of the claims could change. Of these claims, South African Rand 372.1 (or $25.3) are currently proceeding through contractual dispute resolution processes and DBT is likely to initiate additional dispute resolution processes in 2021. DBT is also pursuing several claims to force MHI to abide by its contractual obligations and provide DBT with certain benefits that MHI may have received from its customer on the projects. In addition to existing asserted claims, DBT believes it has additional claims and rights to recovery based on its performance under the contracts with, and actions taken by, MHI. DBT is continuing to evaluate the claims and the amounts owed to it under the contracts based on MHI's failure to comply with its contractual obligations. The amounts DBT may recover for current and potential future claims against MHI are not currently known given (i) the extent of current and potential future claims by MHI against DBT (see below for further discussion) and (ii) the unpredictable nature of any dispute resolution processes that may occur in connection with these current and potential future claims. No revenue has been recorded in the consolidated financial statements with respect to current or potential future claims against MHI.
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. The panel ruled that MHI is obligated to pay DBT South African Rand 116.4 (or $7.8 at the time of the ruling). This ruling is subject to MHI’s rights to seek further arbitration in the matter. No amount has been reflected in the consolidated financial statements for this matter.
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. We believe the notification is unsubstantiated and the vast majority of the claimed damages are prohibited under the relevant contracts. Therefore, we believe any loss for the majority of these claimed damages is remote. For the remainder of the claims, which largely appear to be direct in nature (approximately South African Rand 948.0 or $64.5), DBT has numerous defenses and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the consolidated financial statements with respect to these claims. 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.DBT intends to vigorously defend itselfclaim for, alleged damages against these claims.DBT. Although it iswas reasonably possible that some loss may behave been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $153.2), we currently arewere 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 occurhave occurred in connection with these claims. Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including favorable arbitration rulings during 2023 related to awards for (i) costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $7.0) during the first quarter of 2023 and (ii) recovery of legal costs related to arbitration proceedings of $6.8 during the second quarter of 2023, with such amounts recorded within “Gain (loss) on disposition of discontinued operations, net of tax.”
In AprilResolution of Remaining Prime Contractor Claims - We have invested, and July 2019,would have continued to invest, significant management and financial resources to defend and pursue the above matters. On September 5, 2023, SPX Technologies and DBT entered into the Settlement Agreement with MHI to affect the negotiated resolution of all outstanding claims between the parties with respect to the large power projects. The Settlement Agreement provides for full and final settlement and the mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT’s performance on the projects. Refer to Note 4 to the consolidated financial statements for additional details.
Claim against Surety - On February 5, 2021, DBT received notificationspayment of intent$6.7 on bonds issued in support of performance by one of DBT’s subcontractors. The subcontractor maintains a right to claim liquidated damages totaling South African Rand 407.2 (or seek recovery o$27.7) from MHI alleging that such amount and, thus, the amount received by DBT failedhas not been reflected in our consolidated statements of operations.
Claim for Contingent Consideration Related to meetULC Acquisition
In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for additional cash consideration of up to $45.0 upon achievement of certain project milestones related tooperating and financial performance milestones. At the constructiontime of the filtersacquisition, 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 performance milestones noted above were not achieved. As a result, we reversed the liability of $24.3 during the third quarter of 2021, with the offset recorded to “Other operating (income) expense, net.”
On August 23, 2022, the seller of ULC initiated a breach-of-contract lawsuit against us in the United States District Court for both the KusileEastern District of New York claiming that it is entitled to a portion of the additional cash consideration linked to certain operating performance milestones totaling $15.0. If successful with their claim, the plaintiff is also eligible to recover prejudgment interest and Medupi projects. DBT has numerousattorney's fees. We have defenses against these claimsthe claim and, thus, while we do not believe that DBT haswe have a probable loss associated with these claims. As such, no loss has been recorded in the consolidated financial
statements with respect to these claims. Althoughclaim, it is reasonably possible that some losswe may be incurred in connection with these claims, we currently are unable to estimate the potential loss or range of potential loss.
MHI has made other claims against DBT totaling South African Rand 176.2 (or $12.0). DBT has numerous defenses against these claims and, thus, we do not believe that DBT hasincur a probable loss associated with these claims. As such, no loss has been recorded in the consolidated financial statements with respect to these claims.
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 $4.0 of bonds upon the completion of certain administrative milestones; and (iv) ordered MHI to pay South African Rand 18.4 (or $1.1) in incentive payments for work performed by DBT (which MHI has subsequently paid), and 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 consolidated statement of operations for the year ended December 31, 2020.
Bonds Issued in Favor of MHI - We are obligated with respect to bonds issued by banks in favor of MHI. In September of 2020, MHI made a demand, and received payment of South African Rand 239.6 (or $14.3 at the time of payment), on certain of these bonds, which we funded as required under the terms of the bonds and our senior credit agreement. In its demand, MHI purported that DBT failed to carry out its obligations to rectify certain alleged product defects identified in its February 2019 interim claims notice (see above). DBT denies liability for such alleged product defects and, thus, fully intends to seek, and believes it is legally entitled to, reimbursement of the South African Rand 239.6 (or $16.3) that has been paid. However, given the extent and complexities of the claims between DBT and MHI, reimbursement of the South African Rand 239.6 (or $16.3) is unlikely to occur over the next twelve months. As such, we have reflected the South African Rand 239.6 (or $16.3) as a non-current asset within our consolidated balance sheet as of December 31, 2020.
The remaining amount of outstanding bonds that have been issued in favor of MHI include (i) $16.2 of performance and retention money guarantees, which could be exercised by MHI for alleged defects or other alleged breaches of DBT's obligations, and (ii) a $22.3 bond that can be exercised by MHI only in the event that (a) it receives a favorable judgment on a certain matter and (b) DBT fails to pay any money damages awarded in such judgment. In the event that MHI were to receive payment on a portion, or all, of the remaining bonds, we would be required to reimburse the respective issuing bank.
In addition to these bonds, SPX Corporation has guaranteed DBT’s performance on these projects to the prime contractors.
Settlement with the Minority Shareholder of DBT – On October 16, 2019, SPX Technologies (PTY) LTD, DBT’s parent company, along with DBT and SPX Corporation, executed an agreement with the minority shareholder of DBT to settle a put option and other claims between the parties for a total payment of South African Rand 230.0 (or $15.6).The difference between the settlement amount (South African Rand 230.0) and the amount previously recorded for the matter of South African Rand 257.0, or South African Rand 27.0 (or $1.8), along with a tax benefit of $3.8 associated with the total payment of South African Rand 230.0, has been reflected as an adjustment to “Net income attributable to SPX common shareholders” in our calculations of basic and diluted earnings per share for the year ended December 31, 2019.
Environmental Matters
We believe that we are in substantial compliance with applicable environmental requirements. We are currently involved in various investigatory and remedial actions at our facilities and at third-party waste disposal sites. It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses or expenses probable and they can be reasonably estimated. Our environmental accruals cover anticipated costs, including investigation, remediation, and
operation and maintenance of clean-up sites. 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. We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of related assets. We record liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. It is our policy to realize a change in estimates once it becomes probable and can be reasonably estimated. In determining our accruals, we generally do not discount environmental accruals and do not reduce them by anticipated insurance, litigation and other 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.
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 an estimate of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other things, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred versus when it is reported.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification 606, which requires revenue to be recognized over-time or at a point in time.
Most of our businesses recognize revenue at a point in time as satisfaction of the related performance obligations occur at the time of shipment or delivery, while certain of our businesses recognize revenue and costs for long-term contracts over-time.
The revenue for these long-term contracts is recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such a contract at completion. In 2020, 2019,2023, 2022, and 2018,2021 we recognized $585.4, $522.2$173.2, $167.8 and $561.7,$142.4, respectively, of revenues under such method. We record any provision for estimated losses on uncompleted long-term contracts in the period which the losses are determined.
Our long-term contracts often include unapproved change orders and claims. We include in our contract estimates additional revenue for unapproved change orders or claims when we believe we have an enforceable right to the unapproved change order or claim and the amount can be reliably estimated. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim. These estimates are also based on historical award experience. Due to uncertainties inherent in the estimation process, it is reasonably possible that the ultimate revenues and completion costs on our long-term contracts, including those arising from contract penalty provisions and final contract settlements, will be revised during the duration of the contract. These revised revenues and costs are recognized in the period in which the revisions are determined.
Our estimation process for determining revenues and costs for our long-term contracts is based upon (i) our historical experience, (ii) the professional judgment and knowledge of our engineers, project managers, and operations and financial professionals, and (iii) an assessment of the key underlying factors (see below).
As our long-term contracts generally range from six to eighteen months in duration, we typically reassess the estimated revenues and costs of these contracts on a quarterly basis, but may reassess more often as situations warrant. We record changes in estimates of revenues and costs when identified using the cumulative catch-up method.
We believe the underlying factors used to estimate our long-term contracts costs to complete and percentage-of-completion are sufficiently reliable to provide a reasonable estimate of revenue and profit; however, due to the length of time over which revenues are generated and costs are incurred, along with the judgment required in developing the underlying factors, the variability of revenue and cost can be significant. Factors that may affect revenue and costs relating to long-term contracts include, but are not limited to, the following:
•Sales Price Incentives and Sales Price Escalation Clauses — Sales price incentives and sales price escalations that are reasonably assured and reasonably estimable are recorded over the performance period of the contract. Otherwise, these amounts are recorded when awarded.
•Cost Recovery for Product Design Changes and Claims — On occasion, design specifications may change during the course of the contract. Any additional costs arising from these changes may be supported by change orders, or we may submit a claim to the customer. Change orders and claims related to design changes are accounted for as described above.
•Material Availability and Costs — Our estimates of material costs generally are based on existing supplier relationships, adequate availability of materials, prevailing market prices for materials, and, in some cases, long-term
supplier contracts. Changes in our supplier relationships, delays in obtaining materials, or changes in material prices can have a significant impact on our cost and profitability estimates.
•Use of Subcontractors — Our arrangements with subcontractors are generally based on fixed prices; however, our estimates of the cost and profitability can be impacted by subcontractor delays, customer claims arising from subcontractor performance issues, or a subcontractor’s inability to fulfill its obligations.
•Labor Costs and Anticipated Productivity Levels — Where applicable, we include the impact of labor improvements in our estimation of costs, such as in cases where we expect a favorable learning curve over the duration of the contract. In these cases, if the improvements do not materialize, costs and profitability could be adversely impacted. Additionally, to the extent we are more or less productive than originally anticipated, estimated costs and profitability may also be impacted.
•Effect of Foreign Currency Fluctuations — Fluctuations between currencies in which our long-term contracts are denominated and the currencies under which contract costs are incurred can have an impact on profitability. When the impact on profitability is potentially significant, we may enter into FX forward contracts or prepay certain vendors for raw materials to manage the potential exposure. See Note 14 to our consolidated financial statements for additional details on our FX forward contracts.
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 are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specific units, or completion of the contract.
In contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant revenue reversal and, if necessary, constrain the amount of variable consideration recognized in order to mitigate this risk.
See NoteNotes 1 3, and 5 to our consolidated financial statements for further information on our revenue recognition policies.
Impairment of Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are not amortized, but instead are subject to annual impairment testing. We monitor the results of each of our reporting units as a means of identifying trends and/or matters that may impact their financial results and, thus, be an indicator of a potential impairment. The trends and/or matters that we specifically monitor for each of our reporting units are as follows:
•Significant variances in financial performance (e.g., revenues, earnings and cash flows) in relation to expectations and historical performance;
•Significant changes in end markets or other economic factors;
•Significant changes or planned changes in our use of a reporting unit’s assets; and
•Significant changes in customer relationships and competitive conditions.
The identification and measurement of goodwill impairment involves the estimation of the fair value of reporting units. We perform our impairment testing by comparing the estimated fair value of the reporting unit to the carrying value of the reported net assets, with such testing occurring during the fourth quarter of each year in conjunction with our annual financial planning process (or more frequently if impairment indicators arise), based primarily on events and circumstances existing as of the end of the third quarter. Fair value is generally based on the income approach using a calculation of discounted cash flows, based on the most recent financial projections for the reporting units. The revenue growth rates included in the financial projections are our best estimates based on current and forecasted market conditions, and the profit margin assumptions are projected by each reporting unit based on current cost structure and, when applicable, anticipated net cost reductions.
The calculation of fair value for our reporting units incorporates many assumptions including future growth rates, profit margin and discount factors. Changes in economic and operating conditions impacting these assumptions could result in impairment charges in future periods.
Based on our annual goodwill impairment testing during the fourth quarter of 2020, we concluded that the estimated fair value of each of our reporting units, exclusive of Cues and Patterson-Kelley, exceeded the carrying value of their respective net
assets by over 75%. The estimated fair values of Cues and Patterson-Kelley exceeded the carrying value of their respective net assets by approximately 12% and 3%, while the total goodwill for Cues and Patterson-Kelley was $47.9 and $14.2, respectively, as of December 31, 2020. A change in assumptions used in testing Cues’ and Patterson-Kelley’s goodwill for impairment (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in Cues’ and/or Patterson-Kelley’s estimated fair value being less than the respective carrying value of their net assets. If Cues and/or Patterson-Kelley is unable to achieve the financial forecasts included in their respective 2020 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Cues’ and/or Patterson-Kelley’s goodwill.
We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions. The basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter of each year. In connection with the annual impairment testing of our trademarks during the fourth quarter of 2020, we recorded impairment charges related to certain of these trademarks of $0.7.
See Note 10 to our consolidated financial statements for additional details.
Employee Benefit Plans
Defined benefit plans cover a portion of our salaried and hourly paid employees, including certain employees in foreign countries. Additionally, domestic postretirement plans provide health and life insurance benefits for certain retirees and their dependents. We recognize changes in the fair value of plan assets and actuarial gains and losses into earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expense. The remaining components of pension/postretirement expense, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis.
Our pension plans have not experienced any significant impact on liquidity or counterparty exposure due to the volatility in the credit markets.
The costs and obligations associated with these plans are determined based on actuarial valuations. The critical assumptions used in determining these related expenses and obligations are discount rates and healthcare cost projections. These critical assumptions are calculated based on company data and appropriate market indicators, and are evaluated at least annually by us in consultation with outside actuaries. Other assumptions involving demographic factors such as retirement patterns and mortality, are evaluated periodically and are updated to reflect our experience and expectations for the future. While management believes that the assumptions used are appropriate, actual results may differ.
The discount rate enables us to state expected future cash flows at a present value on the measurement date. This rate is the yield on high-quality fixed income investments at the measurement date. A lower discount rate increases the present value of benefit obligations and increases pension expense. Including the effects of recognizing actuarial gains and losses into earnings as described above, a 50 basis point decrease in the discount rate for our domestic plans would have increased our 20202023 pension expense by approximately $10.0, a $19.8, andnd a 50 basis point increase in the discount rate would have decreased our 20202023 pension expense by approximately $18.0.approximately $9.1.
The trend in healthcare costs is difficult to estimate,estimate, and it can significantly impact our postretirement liabilities and costs. The healthcare cost trend rate for 2021,2023, which is the weighted-average annual projected rate of increase in the per capita cost of covered benefits, is 6.5%6.8%. This rate is assumed to decrease to 5.0% by 20272031 and then remain at that level.
See Note 11 to our consolidated financial statements for further information on our pension and postretirement benefit plans.
Income Taxes
We record our income taxes based on the Income Taxes Topic of the Codification, which includes an estimate of the amount of income taxes payable or refundable for the current year and deferred income tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns.
Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.
Realization of deferred tax assets involves estimates regarding (i) the timing and amount of the reversal of taxable temporary differences, (ii) expected future taxable income, and (iii) the impact of tax planning strategies. We believe that it is more likely than not that we will not realize the benefit of certain deferred tax assets and, accordingly, have established a valuation allowance against them. In assessing the need for a valuation allowance, we consider all available positive and negative evidence, including past operating results, projections of future taxable income and the feasibility of and potential changes to ongoing tax planning strategies. The projections of future taxable income include a number of estimates and assumptions regarding our volume, pricing and costs. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that the remaining deferred tax assets will be realized through future taxable earnings or alternative tax strategies. However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax strategies are no longer viable.
The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions and ongoing audits by federal, state and foreign tax authorities, which may result in proposed adjustments. We perform reviews of our income tax positions on a quarterly basis and accrue for potential uncertain tax positions. Accruals for these uncertain tax positions are classified as “Income taxes payable” and “Deferred and other income taxes” in our consolidated balance sheets based on an expectation as to the timing of when the matter will be resolved. As events change or resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters.
Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to closure of income tax examinations, statute expirations, new regulatory or judicial pronouncements, changes in tax laws, changes in projected levels of taxable income, future tax planning strategies, or other relevant events. See Note 12 to our consolidated financial statements for additional details regarding our uncertain tax positions.
New Accounting Pronouncements
See Note 3 to our consolidated financial statements for a discussion of recent accounting pronouncements.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
(All amounts are in millions)
We are exposed to market risk related to changes in interest rates, foreign currency exchange rates and commodity raw material prices, and we selectively use financial instruments to manage these risks. We do not enter into financial instruments for speculative or trading purposes; however, these instruments may be deemed speculative if the future cash flows originally hedged are no longer probable of occurring as anticipated. Our currency exposures vary, but are primarily concentrated in the South African Rand, British Pound Sterling, and Euro. We generally do not hedge currency translation exposures. Our exposures for commodity raw materials vary, with the highest concentration relating to steel copper and oil. See Note 14 to our consolidated financial statements for further details.
The following table provides information, as of December 31, 2020,2023, about our primary outstanding debt obligations and presents principal cash flows by expected maturity dates, weighted-average interest rates and fair values.
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| | | | | Expected Maturity Date | | | Expected Maturity Date |
| | | | 2021 | | 2022 | | 2023 | | 2024 | | Thereafter | | Total | | Fair Value | | | | 2024 | | 2025 | | 2026 | | 2027 | | Thereafter | | Total | | Fair Value |
| Senior Credit Facilities | Senior Credit Facilities | | $ | 6.2 | | | $ | 12.5 | | | $ | 12.5 | | | $ | 278.8 | | | $ | — | | | $ | 310.0 | | | $ | 310.0 | |
| Average interest rate | Average interest rate | | | | | | | | | | | | 1.6 | % | | | Average interest rate | | | | | | | 6.9 | % | | |
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At December 31, 2023, we had swaps with a notional amount of $218.8 that cover the period through November 2024, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin. The fair value of these swaps was $7.5 at December 31, 2023, recorded as a current asset.
We believe that cash and equivalents, cash flows from operations, and availability under revolving credit facilities and our trade receivables financing arrangement will be sufficient to fund working capital needs, planned capital expenditures, other operational cash requirements and required debt service obligations.
At December 31, 2020, we had initial interest rate swap agreements that had an aggregate notional amount of $234.0 and maturities through March 2021 and additional swaps with a notional amount of $248.4 that cover the period from March 2021 to November 2024. The fair value of these swaps totaled $7.8, with $1.4 recorded as a current liability and the remainder in long-term liabilities as of December 31, 2020.
From time to time, we enter into FX forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). None of oursubsidiaries. We had FX forward contracts are designated as cash flow hedges. Thewith an aggregate notional amountamount of $35.6 at December 31, 2023, all of which are scheduled to mature within one year. The fair value of our FX forward contracts was $6.3$1.3 at December 31, 2020, with all of the $6.3 scheduled to mature in 2021.2023.
We had commodity contracts with an outstanding notional amount of 3.2 pounds of copper at December 31, 2020. The fair value of these contracts was $2.4 (recorded as a current asset) as of December 31, 2020.
ITEM 8. Financial Statements And Supplementary Data
SPX CorporationTechnologies, Inc. and Subsidiaries
Index To Consolidated Financial Statements
December 31, 2020
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All schedules are omitted because they are not applicable, not required or because the required information is included in our consolidated financial statements or notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholdersstockholders and the Board of Directors of SPX CorporationTechnologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SPX CorporationTechnologies, Inc. and subsidiaries (the "Company") as of December 31, 20202023 and 2019,2022, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021,22, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit MattersMatter
The critical audit mattersmatter communicated below are mattersis a matter arising from the current-period audit of the financial statements that werewas communicated or required to be communicated to the audit committee and that (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.
Contingent Liabilities
Acquisitions – ASPEQ Heating Group and Other Matters — Large Power Projects in South AfricaT. A. Morrison & Co. Inc. – Customer Relationships, Technology, & Trademarks — Refer to Notes 21, 4, and 1510 to the financial statements
Critical Audit Matter Description
Since 2008, DBT Technologies (PTY) LTDThe assets acquired and liabilities assumed in the T.A. Morrison & Co. Inc. (“DBT”TAMCO”) (a South African subsidiaryand ASPEQ Heating Group (“ASPEQ”) transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations, primarily for the Company) has been executing contracts on two large power projects in South Africa. DBT has experienced delays, cost overruns,final assessment and various other challenges associated with a complex setvaluation of contractualacquired intangible assets, including customer relationships among the endof $60.4 for TAMCO, customer prime contractors, subcontractors (including DBTrelationships of $142.3 for ASPEQ, trademarks of $51.5 for ASPEQ, and its subcontractors), and suppliers. DBT has substantially completed its scopetechnology of work, with its remaining responsibilities related largely to resolution of various claims, primarily between itself and one of its prime contractors. It is the Company’s policy to accrue$47.8 for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated. The Company does not believe it has probable losses associated with these claims and disputes.ASPEQ.
We identified the South African power project claimsaforementioned intangible assets for the TAMCO and disputesASPEQ acquisitions as a critical audit matter because the evaluation of the probability of potential outcomes ofsignificant estimates and assumptions management makes to fair value these various claims and disputes and related disclosures involves significant judgment by management.assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when evaluatingperforming audit procedures to evaluate the Company’s legalreasonableness of management's forecast of future cash flows, the selection of the discount rate for the customer relationships, trademarks, and accounting positionstechnology, and related disclosures.the selection of the royalty rate for the trademarks and technology.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the South African power project claimsCompany’s future cash flow forecasts and disputesthe selection of the discount rates and royalty rates included the following, among others:
•We tested the design and operating effectiveness of controls related toover management’s purchase price allocation procedures, including controls over forecasts of future cash flows based on estimates of revenue growth rates, profit margins and the South African power project claimsdeterminations of the discount rates, as well as the determination of royalty rates for trademarks and disputes.technology.
•We obtainedevaluated management’s ability to accurately forecast projected revenue growth rates and evaluated legal confirmations from the Company’s internal and external counsels.
•We held discussions with the Company’s internal and external counselsprofit margins by comparing actual results to determine the status of the South African power project claims and disputes, the contractual provisions for settlement or other legal resolution, and their awareness of any pending or threatened litigation, claims, and assessments omitted.
•We read minutes of meetings of the Board of Directors and its committees and conducted public domain searches for evidence of unrecorded loss contingencies or contradictory evidence related to the Company’s positions related to the South African power project claims and disputes.management’s acquisition date forecasts.
•We evaluated the accuracy and completeness of the Company’s disclosures in the financial statements for consistency with our knowledge of matters related to the South African power projects claims and disputes.
Contingent Liabilities and Other Matters — Asbestos Product Liabilities and Insurance Recovery Assets — Refer to Notes 2 and 15 to the financial statements
Critical Audit Matter Description
The Company maintains liabilities for asbestos-related claims. These claims are largely offset by insurance recovery assets. Recorded asbestos product liabilities are based on a number of assumptions, including historical claims and payment experience, and actuarial estimates of the future period during which additional claims are reasonably foreseeable. Insurance recovery assets are based on certain assumptions, including the continued solvency of the insurers and legal interpretation of rights for recovery under the insurance policies.
We identified asbestos product liabilities and insurance recovery assets as a critical audit matter given the subjectivity of estimating projected claims, the projected settlement values of reported and unreported claims, as well as the complexity of determining the associated insurance recovery assets. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our actuarial and insurance specialist, when performing audit procedures to evaluate the reasonableness of management’s forecasts by comparing the asbestos product liabilities and the associated insurance recovery assets.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to asbestos product liabilities and insurance recovery assets included the following, among others:
•We tested the effectiveness of controls related to asbestos product liabilities and insurance recovery assets.forecasts to:
•–We evaluated the methodsHistorical results
–Third-party economic research, industry performance, and assumptions used by management to estimate the asbestos product liabilities by testing the underlying data that served as the basis for the actuarial estimates, including historical claims and payment experience, to test that the inputs to the actuarial estimates were complete and accurate.peer company performance
•With the assistance of our actuarialfair value specialists, we evaluated the reasonableness of the valuation methodology, the discount rates, and insurance specialist, we:the royalty rates by performing certain procedures, that included:
◦–Developed independent estimatesEvaluating whether the fair value models being used are appropriate considering the acquired entity’s circumstances and valuation methodology employed
–Testing the underlying source information and mathematical accuracy of the asbestos product liabilities and compared our estimates to management’s estimates.calculations.
◦Assessed the ongoing financial solvency of insurance carriers and the recoverability of the recorded insurance recovery assets.
•We independently confirmed a selection of insurance policies directly with insurance carriers.
•We developed an independent expectation of the insurance recovery assets and compared our estimates to management’s estimates and recalculated the insurance recovery assets for entities under coverage-in-place agreements.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
February 25, 202122, 2024
We have served as the Company’s auditor since 2002.
SPX CorporationTechnologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(in millions, except per share amounts)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Revenues | $ | 1,559.5 | | | $ | 1,520.9 | | | $ | 1,512.6 | |
| Costs and expenses: | | | | | |
| Cost of products sold | 1,080.6 | | | 1,078.2 | | | 1,102.6 | |
| Selling, general and administrative | 320.0 | | | 317.6 | | | 289.1 | |
| Intangible amortization | 14.0 | | | 8.9 | | | 4.1 | |
| Impairment of intangible assets | 0.7 | | | 0 | | | 0 | |
| Special charges, net | 3.2 | | | 4.4 | | | 3.7 | |
| Other operating expenses, net | 9.0 | | | 1.8 | | | 0.6 | |
| Operating income | 132.0 | | | 110.0 | | | 112.5 | |
| Other income (expense), net | 2.7 | | | (5.2) | | | (7.6) | |
| Interest expense | (18.4) | | | (21.0) | | | (21.5) | |
| Interest income | 0.2 | | | 1.8 | | | 1.5 | |
| Loss on amendment/refinancing of senior credit agreement | 0 | | | (0.6) | | | (0.4) | |
| | | | | |
| Income from continuing operations before income taxes | 116.5 | | | 85.0 | | | 84.5 | |
| Income tax provision | (15.8) | | | (13.9) | | | (2.6) | |
| Income from continuing operations | 100.7 | | | 71.1 | | | 81.9 | |
| Gain (loss) from discontinued operations, net of tax | 0.2 | | | (1.4) | | | (3.7) | |
| Gain (loss) on disposition of discontinued operations, net of tax | (3.7) | | | (4.4) | | | 3.0 | |
| Loss from discontinued operations, net of tax | (3.5) | | | (5.8) | | | (0.7) | |
| Net income | 97.2 | | | 65.3 | | | 81.2 | |
| Less: Net loss attributable to noncontrolling interests | 0 | | | 0 | | | 0 | |
| Net income attributable to SPX Corporation common shareholders | 97.2 | | | 65.3 | | | 81.2 | |
| Adjustment related to redeemable noncontrolling interest (Note 15) | 0 | | | 5.6 | | | 0 | |
Net income attributable to SPX Corporation common shareholders after
adjustment related to redeemable noncontrolling interest | $ | 97.2 | | | $ | 70.9 | | | $ | 81.2 | |
| | | | | |
| Amounts attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest: | | | | | |
| Income from continuing operations, net of tax | $ | 100.7 | | | $ | 76.7 | | | $ | 81.9 | |
| Loss from discontinued operations, net of tax | (3.5) | | | (5.8) | | | (0.7) | |
| Net income | $ | 97.2 | | | $ | 70.9 | | | $ | 81.2 | |
| Basic income (loss) per share of common stock: | | | | | |
| Income from continuing operations attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest | $ | 2.26 | | | $ | 1.75 | | | $ | 1.90 | |
| Loss from discontinued operations attributable to SPX Corporation common shareholders | (0.08) | | | (0.14) | | | (0.01) | |
| Net income per share attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest | $ | 2.18 | | | $ | 1.61 | | | $ | 1.89 | |
| Weighted-average number of common shares outstanding — basic | 44.628 | | | 43.942 | | | 43.054 | |
| Diluted income (loss) per share of common stock: | | | | | |
| Income from continuing operations attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest | $ | 2.20 | | | $ | 1.71 | | | $ | 1.83 | |
| Loss from discontinued operations attributable to SPX Corporation common shareholders | (0.08) | | | (0.13) | | | (0.01) | |
| Net income per share attributable to SPX Corporation common shareholders after adjustment related to redeemable noncontrolling interest | $ | 2.12 | | | $ | 1.58 | | | $ | 1.82 | |
| Weighted-average number of common shares outstanding — diluted | 45.766 | | | 44.957 | | | 44.660 | |
The accompanying notes are an integral part of these statements.
SPX Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(in millions)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Net income | $ | 97.2 | | | $ | 65.3 | | | $ | 81.2 | |
| Other comprehensive income (loss), net: | | | | | |
| Pension and postretirement liability adjustment and other, net of tax benefit of $1.2, $0.5, and $5.9 in 2020, 2019 and 2018, respectively | (3.6) | | | (1.8) | | | 0.6 | |
| Net unrealized losses on qualifying cash flow hedges, net of tax benefit of $0.9, $0.3, and $0.7 in 2020, 2019 and 2018, respectively | (2.8) | | | (1.0) | | | (1.4) | |
| | | | | |
| Foreign currency translation adjustments | 10.6 | | | 2.2 | | | (4.4) | |
| Other comprehensive income (loss), net | 4.2 | | | (0.6) | | | (5.2) | |
| Total comprehensive income | 101.4 | | | 64.7 | | | 76.0 | |
| Less: Total comprehensive loss attributable to noncontrolling interests | 0 | | | 0 | | | 0 | |
| Total comprehensive income attributable to SPX Corporation common shareholders | $ | 101.4 | | | $ | 64.7 | | | $ | 76.0 | |
The accompanying notes are an integral part of these statements.
SPX Corporation and Subsidiaries
Consolidated Balance Sheets
(in millions, except share data)
| | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and equivalents | $ | 68.3 | | | $ | 54.6 | |
| Accounts receivable, net | 271.8 | | | 264.8 | |
| Contract assets | 81.1 | | | 63.1 | |
| Inventories, net | 162.0 | | | 154.9 | |
| Other current assets (includes income taxes receivable of $27.3 and $23.0 at December 31, 2020 and 2019, respectively) | 99.1 | | | 93.0 | |
| | | |
| Assets of discontinued operations | 0.3 | | | 1.7 | |
| Total current assets | 682.6 | | | 632.1 | |
| Property, plant and equipment: | | | |
| Land | 19.4 | | | 18.7 | |
| Buildings and leasehold improvements | 128.0 | | | 121.9 | |
| Machinery and equipment | 356.7 | | | 342.3 | |
| 504.1 | | | 482.9 | |
| Accumulated depreciation | (314.4) | | | (303.8) | |
| Property, plant and equipment, net | 189.7 | | | 179.1 | |
| Goodwill | 499.9 | | | 449.3 | |
| Intangibles, net | 305.0 | | | 251.7 | |
| Other assets | 616.4 | | | 605.5 | |
| Deferred income taxes | 3.9 | | | 16.4 | |
| Assets of discontinued operations | 0.2 | | | 0.4 | |
| TOTAL ASSETS | $ | 2,297.7 | | | $ | 2,134.5 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 138.5 | | | $ | 141.2 | |
| Contract liabilities | 103.5 | | | 100.5 | |
| Accrued expenses | 233.6 | | | 219.6 | |
| Income taxes payable | 0.4 | | | 2.2 | |
| Short-term debt | 101.2 | | | 142.6 | |
| Current maturities of long-term debt | 7.2 | | | 1.0 | |
| | | |
| Liabilities of discontinued operations | 0.5 | | | 1.5 | |
| Total current liabilities | 584.9 | | | 608.6 | |
| Long-term debt | 304.0 | | | 249.9 | |
| Deferred and other income taxes | 23.8 | | | 26.3 | |
| Other long-term liabilities | 755.8 | | | 747.1 | |
| Liabilities of discontinued operations | 0 | | | 0.2 | |
| Total long-term liabilities | 1,083.6 | | | 1,023.5 | |
| Commitments and contingent liabilities (Note 15) | 0 | | 0 |
| Equity: | | | |
| Common stock (52,704,973 and 45,032,325 issued and outstanding at December 31, 2020, respectively, and 52,017,204 and 44,202,503 issued and outstanding at December 31, 2019, respectively) | 0.5 | | | 0.5 | |
| Paid-in capital | 1,319.9 | | | 1,302.4 | |
| Retained deficit | (488.1) | | | (584.8) | |
| Accumulated other comprehensive income | 248.5 | | | 244.3 | |
| Common stock in treasury 7,672,648 and 7,814,701 shares at December 31, 2020 and 2019, respectively) | (451.6) | | | (460.0) | |
| Total equity | 629.2 | | | 502.4 | |
| | | |
| TOTAL LIABILITIES AND EQUITY | $ | 2,297.7 | | | $ | 2,134.5 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Revenues | $ | 1,741.2 | | | $ | 1,460.9 | | | $ | 1,219.5 | |
| Costs and expenses: | | | | | |
| Cost of products sold | 1,071.2 | | | 937.0 | | | 787.7 | |
| Selling, general and administrative | 394.4 | | | 355.7 | | | 309.6 | |
| Intangible amortization | 43.9 | | | 28.5 | | | 21.6 | |
| Impairment of goodwill and intangible assets | — | | | 13.4 | | | 30.0 | |
| Special charges, net | 0.8 | | | 0.4 | | | 1.0 | |
| Other operating (income) expense, net | 9.0 | | | 74.9 | | | (4.1) | |
| Operating income | 221.9 | | | 51.0 | | | 73.7 | |
| Other income (expense), net | (10.1) | | | (15.2) | | | 9.0 | |
| Interest expense | (27.2) | | | (9.3) | | | (13.1) | |
| Interest income | 1.7 | | | 1.7 | | | 0.5 | |
| Loss on amendment/refinancing of senior credit agreement | — | | | (1.1) | | | (0.2) | |
| | | | | |
| Income from continuing operations before income taxes | 186.3 | | | 27.1 | | | 69.9 | |
| Income tax provision | (41.6) | | | (7.3) | | | (10.9) | |
| Income from continuing operations | 144.7 | | | 19.8 | | | 59.0 | |
| | | | | |
| Income from discontinued operations, net of tax | — | | | — | | | 5.7 | |
| Gain (loss) on disposition of discontinued operations, net of tax | (54.8) | | | (19.6) | | | 360.7 | |
| Gain (loss) from discontinued operations, net of tax | (54.8) | | | (19.6) | | | 366.4 | |
| Net income | $ | 89.9 | | | $ | 0.2 | | | $ | 425.4 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Basic income (loss) per share of common stock: | | | | | |
| Income from continuing operations | $ | 3.18 | | | $ | 0.44 | | | $ | 1.30 | |
| Income (loss) from discontinued operations | (1.21) | | | (0.44) | | | 8.09 | |
| Net income per share | $ | 1.97 | | | $ | — | | | $ | 9.39 | |
| Weighted-average number of common shares outstanding — basic | 45.545 | | | 45.345 | | | 45.289 | |
| Diluted income (loss) per share of common stock: | | | | | |
| Income from continuing operations | $ | 3.10 | | | $ | 0.43 | | | $ | 1.27 | |
| Income (loss) from discontinued operations | (1.17) | | | (0.43) | | | 7.88 | |
| Net income per share | $ | 1.93 | | | $ | — | | | $ | 9.15 | |
| Weighted-average number of common shares outstanding — diluted | 46.612 | | | 46.221 | | | 46.495 | |
The accompanying notes are an integral part of these statements.
SPX CorporationTechnologies, Inc. and Subsidiaries
Consolidated Statements of EquityComprehensive Income (Loss)
(in millions) | | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Net income | $ | 89.9 | | | $ | 0.2 | | | $ | 425.4 | |
| Other comprehensive income (loss), net: | | | | | |
| Pension and postretirement liability adjustment, net of tax benefit of $0.9, $1.0, and $1.2 in 2023, 2022 and 2021, respectively | (3.0) | | | (3.3) | | | (3.6) | |
| Net unrealized gains (losses) on qualifying cash flow hedges, net of tax (provision) benefit of $1.9, $(3.6), and $(1.5) in 2023, 2022 and 2021, respectively | (5.3) | | | 10.5 | | | 4.9 | |
| | | | | |
| Foreign currency translation adjustments | 11.9 | | | (13.6) | | | 14.1 | |
| Other comprehensive income (loss), net | 3.6 | | | (6.4) | | | 15.4 | |
| Total comprehensive income (loss) | $ | 93.5 | | | $ | (6.2) | | | $ | 440.8 | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common
Stock | | Paid-In
Capital | | Retained Deficit | | Accum. Other
Comprehensive
Income | | Common
Stock In
Treasury | | Total Equity |
| Balance at December 31, 2017 | $ | 0.5 | | | $ | 1,309.8 | | | $ | (742.3) | | | $ | 250.1 | | | $ | (503.4) | | | $ | 314.7 | |
| Net income | — | | | — | | | 81.2 | | | — | | | — | | | 81.2 | |
| Other comprehensive loss, net | — | | | — | | | — | | | (5.2) | | | — | | | (5.2) | |
| Incentive plan activity | — | | | 10.3 | | | — | | | — | | | — | | | 10.3 | |
| Long-term incentive compensation expense | — | | | 11.6 | | | — | | | — | | | — | | | 11.6 | |
| Restricted stock and restricted stock unit vesting | — | | | (36.3) | | | — | | | — | | | 27.6 | | | (8.7) | |
| Impact of adoption of ASU 2016-01 - See Note 3 | — | | | — | | | 12.0 | | | — | | | — | | | 12.0 | |
| Impact of adoption of ASC 606 - See Note 3 | — | | | — | | | 4.0 | | | — | | | — | | | 4.0 | |
| Impact of adoption of ASU 2016-16 - See Note 3 | — | | | — | | | (0.2) | | | — | | | — | | | (0.2) | |
| Stranded income tax effects resulting from tax reform - See Note 3 | — | | | — | | | (4.8) | | | — | | | — | | | (4.8) | |
| Balance at December 31, 2018 | 0.5 | | | 1,295.4 | | | (650.1) | | | 244.9 | | | (475.8) | | | 414.9 | |
| Net income | — | | | — | | | 65.3 | | | — | | | — | | | 65.3 | |
| Other comprehensive loss, net | — | | | — | | | — | | | (0.6) | | | — | | | (0.6) | |
| Incentive plan activity | — | | | 13.0 | | | — | | | — | | | — | | | 13.0 | |
| Long-term incentive compensation expense | — | | | 10.8 | | | — | | | — | | | — | | | 10.8 | |
| Restricted stock and restricted stock unit vesting | — | | | (22.4) | | | — | | | — | | | 15.8 | | | (6.6) | |
| Adjustment related to redeemable noncontrolling interest (Note 15) | — | | | 5.6 | | | — | | | — | | | — | | | 5.6 | |
| Balance at December 31, 2019 | 0.5 | | | 1,302.4 | | | (584.8) | | | 244.3 | | | (460.0) | | | 502.4 | |
| Impact of adoption of ASU 2016-13 - See Note 3 | — | | | — | | | (0.5) | | | — | | | — | | | (0.5) | |
| Net income | — | | | — | | | 97.2 | | | — | | | — | | | 97.2 | |
| Other comprehensive income, net | — | | | — | | | — | | | 4.2 | | | — | | | 4.2 | |
| Incentive plan activity | — | | | 17.5 | | | — | | | — | | | — | | | 17.5 | |
| Long-term incentive compensation expense | — | | | 12.8 | | | — | | | — | | | — | | | 12.8 | |
| Restricted stock unit vesting | — | | | (12.8) | | | — | | | — | | | 8.4 | | | (4.4) | |
| Balance at December 31, 2020 | $ | 0.5 | | | $ | 1,319.9 | | | $ | (488.1) | | | $ | 248.5 | | | $ | (451.6) | | | $ | 629.2 | |
SPX Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(in millions, except share data) | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and equivalents | $ | 99.4 | | | $ | 147.8 | |
| Accounts receivable, net | 279.8 | | | 263.5 | |
| Contract assets | 16.6 | | | 23.9 | |
| Inventories, net | 276.7 | | | 244.0 | |
| Other current assets | 37.1 | | | 41.9 | |
| | | |
| Total current assets | 709.6 | | | 721.1 | |
| Property, plant and equipment: | | | |
| Land | 17.9 | | | 13.9 | |
| Buildings and leasehold improvements | 73.4 | | | 63.7 | |
| Machinery and equipment | 264.4 | | | 233.4 | |
| 355.7 | | | 311.0 | |
| Accumulated depreciation | (215.2) | | | (201.1) | |
| Property, plant and equipment, net | 140.5 | | | 109.9 | |
| Goodwill | 704.8 | | | 455.3 | |
| Intangibles, net | 680.8 | | | 401.6 | |
| Other assets | 188.9 | | | 197.4 | |
| Deferred income taxes | 4.0 | | | 2.7 | |
| Assets of DBT and Heat Transfer (includes cash and equivalents of $5.5 and $9.3 at December 31, 2023 and 2022, respectively) (Note 4) | 11.1 | | | 42.9 | |
| TOTAL ASSETS | $ | 2,439.7 | | | $ | 1,930.9 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 118.7 | | | $ | 124.5 | |
| Contract liabilities | 73.5 | | | 52.8 | |
| Accrued expenses | 168.5 | | | 148.0 | |
| Income taxes payable | 5.3 | | | 4.7 | |
| Short-term debt | 17.9 | | | 1.8 | |
| Current maturities of long-term debt | 17.3 | | | 2.0 | |
| | | |
| | | |
| Total current liabilities | 401.2 | | | 333.8 | |
| Long-term debt | 523.1 | | | 243.0 | |
| Deferred and other income taxes | 77.0 | | | 34.8 | |
| Other long-term liabilities | 204.1 | | | 208.3 | |
| | | |
| Liabilities of DBT and Heat Transfer (Note 4) | 39.7 | | | 31.8 | |
| Total long-term liabilities | 843.9 | | | 517.9 | |
| Commitments and contingent liabilities (Note 15) | | | |
| Stockholders' equity: | | | |
| Common stock (53,618,720 and 45,674,572 issued and outstanding at December 31, 2023, respectively, and 53,350,918 and 45,291,989 issued and outstanding at December 31, 2022, respectively) | 0.5 | | | 0.5 | |
| Paid-in capital | 1,353.6 | | | 1,338.3 | |
| Retained earnings (deficit) | 38.3 | | | (51.6) | |
| Accumulated other comprehensive income | 261.1 | | | 257.5 | |
| Common stock in treasury (7,944,148 and 8,058,929 shares at December 31, 2023 and 2022 respectively) | (458.9) | | | (465.5) | |
| Total stockholders' equity | 1,194.6 | | | 1,079.2 | |
| | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,439.7 | | | $ | 1,930.9 | |
The accompanying notes are an integral part of these statements.
SPX CorporationTechnologies, Inc. and Subsidiaries
Consolidated Statements of Cash FlowsStockholders' Equity
(in millions)
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Cash flows from (used in) operating activities: | | | | | |
| Net income | $ | 97.2 | | | $ | 65.3 | | | $ | 81.2 | |
| Less: Loss from discontinued operations, net of tax | (3.5) | | | (5.8) | | | (0.7) | |
| Income from continuing operations | 100.7 | | | 71.1 | | | 81.9 | |
| Adjustments to reconcile income from continuing operations to net cash from operating activities | | | | | |
| Special charges, net | 3.2 | | | 4.4 | | | 3.7 | |
| Gain on change in fair value of equity security | (8.6) | | | (7.9) | | | 0 | |
| Loss on amendment/refinancing of senior credit agreement | 0 | | | 0.6 | | | 0.4 | |
| Impairment of intangible assets | 0.7 | | | 0 | | | 0 | |
| Deferred and other income taxes | 11.3 | | | 15.2 | | | 0.9 | |
| Depreciation and amortization | 41.7 | | | 34.2 | | | 27.9 | |
| Pension and other employee benefits | 14.3 | | | 20.2 | | | 13.7 | |
| Long-term incentive compensation | 14.0 | | | 13.6 | | | 15.5 | |
| Other, net | 4.1 | | | 2.6 | | | 2.3 | |
| Changes in operating assets and liabilities, net of effects from acquisitions: | | | | | |
| Accounts receivable and other assets | 2.8 | | | 72.0 | | | 42.6 | |
| Inventories | (2.2) | | | (8.9) | | | 2.9 | |
| Accounts payable, accrued expenses and other | (48.1) | | | (60.0) | | | (77.1) | |
| | | | | |
| Cash spending on restructuring actions | (2.8) | | | (2.9) | | | (3.2) | |
| Net cash from continuing operations | 131.1 | | | 154.2 | | | 111.5 | |
| Net cash used in discontinued operations | (4.8) | | | (5.6) | | | (0.9) | |
| Net cash from operating activities | 126.3 | | | 148.6 | | | 110.6 | |
| Cash flows from (used in) investing activities: | | | | | |
| Proceeds from asset sales and other | 0 | | | (0.2) | | | 5.0 | |
| Proceeds (expenditures) related to company-owned life insurance policies, net | (0.2) | | | 5.9 | | | (0.8) | |
| | | | | |
| Business acquisitions, net of cash acquired | (104.4) | | | (147.1) | | | (180.8) | |
| Capital expenditures | (21.5) | | | (17.8) | | | (12.4) | |
| Net cash used in continuing operations | (126.1) | | | (159.2) | | | (189.0) | |
| Net cash from discontinued operations | 0 | | | 5.5 | | | 8.4 | |
| Net cash used in investing activities | (126.1) | | | (153.7) | | | (180.6) | |
| Cash flows from (used in) financing activities: | | | | | |
| | | | | |
| Borrowings under senior credit facilities | 197.6 | | | 593.8 | | | 199.4 | |
| Repayments under senior credit facilities | (207.8) | | | (560.2) | | | (193.0) | |
| Borrowings under trade receivables agreement | 134.4 | | | 93.0 | | | 123.0 | |
| Repayments under trade receivables agreement | (106.4) | | | (116.0) | | | (100.0) | |
| Net repayments under other financing arrangements | (2.2) | | | (0.6) | | | (4.8) | |
| Payment of contingent consideration | (1.5) | | | 0 | | | 0 | |
| Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other | 1.8 | | | (3.9) | | | (7.8) | |
| Financing fees paid | 0 | | | (1.6) | | | 0 | |
| Purchase of subsidiary shares | 0 | | | (15.6) | | | 0 | |
| | | | | |
| | | | | |
| Net cash from (used in) continuing operations | 15.9 | | | (11.1) | | | 16.8 | |
| Net cash from (used in) discontinued operations | 0 | | | 0 | | | 0 | |
| Net cash from (used in) financing activities | 15.9 | | | (11.1) | | | 16.8 | |
| | | | | |
| | | | | | | | | | | | | | | | | |
| Change in cash and equivalents due to changes in foreign currency exchange rates | (2.5) | | | 2.1 | | | (2.3) | |
| Net change in cash and equivalents | 13.6 | | | (14.1) | | | (55.5) | |
| Consolidated cash and equivalents, beginning of period | 54.7 | | | 68.8 | | | 124.3 | |
| Consolidated cash and equivalents, end of period | $ | 68.3 | | | $ | 54.7 | | | $ | 68.8 | |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Interest paid | $ | 17.5 | | | $ | 16.1 | | | $ | 19.7 | |
| Income tax refunds (payments), net | $ | (7.6) | | | $ | (7.0) | | | $ | 44.3 | |
| Non-cash investing and financing activity: | | | | | |
| Debt assumed | $ | 2.9 | | | $ | 1.3 | | | $ | 0.2 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Components of cash and equivalents: | | | | | |
| Cash and cash equivalents | $ | 68.3 | | | $ | 54.6 | | | $ | 68.5 | |
| Cash and cash equivalents included in assets of discontinued operations | 0 | | | 0.1 | | 0.3 |
| Total cash and cash equivalents | $ | 68.3 | | | $ | 54.7 | | | $ | 68.8 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common
Stock | | Paid-In
Capital | | Retained Earnings (Deficit) | | Accum. Other
Comprehensive
Income | | Common
Stock In
Treasury | | Total Stockholders' Equity |
| Balance at December 31, 2020 | $ | 0.5 | | | $ | 1,319.9 | | | $ | (477.2) | | | $ | 248.5 | | | $ | (451.6) | | | $ | 640.1 | |
| | | | | | | | | | | |
| Net income | — | | | — | | | 425.4 | | | — | | | — | | | 425.4 | |
| Other comprehensive income, net | — | | | — | | | — | | | 15.4 | | | — | | | 15.4 | |
| Incentive plan activity | — | | | 12.8 | | | — | | | — | | | — | | | 12.8 | |
| Long-term incentive compensation expense | — | | | 14.2 | | | — | | | — | | | — | | | 14.2 | |
| Restricted stock unit vesting | — | | | (12.7) | | | — | | | — | | | 7.7 | | | (5.0) | |
| Balance at December 31, 2021 | 0.5 | | | 1,334.2 | | | (51.8) | | | 263.9 | | | (443.9) | | | 1,102.9 | |
| Net income | — | | | — | | | 0.2 | | | — | | | — | | | 0.2 | |
| Other comprehensive loss, net | — | | | — | | | — | | | (6.4) | | | — | | | (6.4) | |
| Incentive plan activity | — | | | 12.6 | | | — | | | — | | | — | | | 12.6 | |
| Long-term incentive compensation expense | — | | | 10.9 | | | — | | | — | | | — | | | 10.9 | |
| Restricted stock unit vesting | — | | | (19.4) | | | — | | | — | | | 12.1 | | | (7.3) | |
| Common stock repurchases | — | | | — | | | — | | | — | | | (33.7) | | | (33.7) | |
| Balance at December 31, 2022 | 0.5 | | | 1,338.3 | | | (51.6) | | | 257.5 | | | (465.5) | | | 1,079.2 | |
| Net income | — | | | — | | | 89.9 | | | — | | | — | | | 89.9 | |
| Other comprehensive income, net | — | | | — | | | — | | | 3.6 | | | — | | | 3.6 | |
| Incentive plan activity | — | | | 13.8 | | | — | | | — | | | — | | | 13.8 | |
| Long-term incentive compensation expense | — | | | 13.4 | | | — | | | — | | | — | | | 13.4 | |
| Restricted stock unit vesting | — | | | (11.9) | | | — | | | — | | | 6.6 | | | (5.3) | |
| | | | | | | | | | | |
| Balance at December 31, 2023 | $ | 0.5 | | | $ | 1,353.6 | | | $ | 38.3 | | | $ | 261.1 | | | $ | (458.9) | | | $ | 1,194.6 | |
The accompanying notes are an integral part of these statements.
SPX Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in millions) | | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Cash flows from (used in) operating activities: | | | | | |
| Net income | $ | 89.9 | | | $ | 0.2 | | | $ | 425.4 | |
| Less: Gain (loss) from discontinued operations, net of tax | (54.8) | | | (19.6) | | | 366.4 | |
| Income from continuing operations | 144.7 | | | 19.8 | | | 59.0 | |
| Adjustments to reconcile income from continuing operations to net cash from (used in) operating activities | | | | | |
| Loss on divestiture of asbestos-related assets and liabilities | — | | | 73.9 | | | — | |
| Special charges, net | 0.8 | | | 0.4 | | | 1.0 | |
| (Gain) loss on change in fair value of equity security | (3.6) | | | 3.0 | | | (11.8) | |
| Loss on amendment/refinancing of senior credit agreement | — | | | 1.1 | | | 0.2 | |
| Impairment of goodwill and intangible assets | — | | | 13.4 | | | 30.0 | |
| Deferred and other income taxes | (25.2) | | | (21.4) | | | (1.4) | |
| Depreciation and amortization | 63.2 | | | 46.4 | | | 42.3 | |
| Pension and other employee benefits | 22.0 | | | 3.4 | | | (8.6) | |
| Long-term incentive compensation | 13.4 | | | 10.9 | | | 12.8 | |
| Other, net | (5.9) | | | 0.5 | | | 4.3 | |
| Contribution to divest asbestos-related assets and liabilities | — | | | (138.8) | | | — | |
| Changes in operating assets and liabilities, net of effects from acquisitions and divestitures: | | | | | |
| Accounts receivable and other assets | 30.6 | | | (0.3) | | | (19.8) | |
| Inventories | (3.1) | | | (53.4) | | | (21.0) | |
| Accounts payable, accrued expenses and other | 7.0 | | | (73.7) | | | 45.8 | |
| | | | | |
| Cash spending on restructuring actions | (0.1) | | | (0.4) | | | (1.6) | |
| Net cash from (used in) continuing operations | 243.8 | | | (115.2) | | | 131.2 | |
| Net cash from (used in) discontinued operations | (35.3) | | | (21.6) | | | 43.4 | |
| Net cash from (used in) operating activities | 208.5 | | | (136.8) | | | 174.6 | |
| Cash flows from (used in) investing activities: | | | | | |
| Proceeds (expenditures) related to company-owned life insurance policies, net | 0.7 | | | 3.7 | | | (31.2) | |
| | | | | |
| Business acquisitions, net of cash acquired | (547.0) | | | (40.0) | | | (265.2) | |
| Capital expenditures | (23.9) | | | (15.9) | | | (9.6) | |
| Net cash used in continuing operations | (570.2) | | | (52.2) | | | (306.0) | |
| Net cash from (used in) discontinued operations | — | | | (13.9) | | | 620.1 | |
| Net cash from (used in) investing activities | (570.2) | | | (66.1) | | | 314.1 | |
| Cash flows from (used in) financing activities: | | | | | |
| | | | | |
| Borrowings under senior credit facilities | 869.1 | | | 245.0 | | | 209.9 | |
| Repayments under senior credit facilities | (572.5) | | | (243.7) | | | (346.0) | |
| Borrowings under trade receivables agreement | 178.0 | | | — | | | 179.0 | |
| Repayments under trade receivables agreement | (162.0) | | | — | | | (207.0) | |
| Net repayments under other financing arrangements | (0.4) | | | (0.8) | | | (0.4) | |
| Payment of contingent consideration | — | | | (1.3) | | | — | |
| Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options and other | (1.3) | | | (3.5) | | | (3.3) | |
| Repurchases of common stock | — | | | (33.7) | | | — | |
| Financing fees paid | (1.3) | | | (1.9) | | | — | |
| | | | | |
| | | | | |
| | | | | |
| Net cash from (used in) continuing operations | 309.6 | | | (39.9) | | | (167.8) | |
| Net cash from discontinued operations | — | | | 1.0 | | | 0.2 | |
| | | | | | | | | | | | | | | | | |
| Net cash from (used in) financing activities | 309.6 | | | (38.9) | | | (167.6) | |
| | | | | |
| Change in cash and equivalents due to changes in foreign currency exchange rates | (0.1) | | | 2.9 | | | 6.6 | |
| Net change in cash and equivalents | (52.2) | | | (238.9) | | | 327.7 | |
| Consolidated cash and equivalents, beginning of period | 157.1 | | | 396.0 | | | 68.3 | |
| Consolidated cash and equivalents, end of period | $ | 104.9 | | | $ | 157.1 | | | $ | 396.0 | |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | | |
| Interest paid | $ | 25.6 | | | $ | 6.5 | | | $ | 11.4 | |
| Income tax refunds (payments), net | $ | (58.4) | | | $ | (59.6) | | | $ | 5.5 | |
| Non-cash investing and financing activity: | | | | | |
| Debt assumed | $ | 0.3 | | | $ | — | | | $ | 0.4 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Components of cash and equivalents: | | | | | |
| Cash and equivalents | $ | 99.4 | | | $ | 147.8 | | | $ | 388.2 | |
| Cash and equivalents included in assets of DBT and Heat Transfer | 5.5 | | | 9.3 | | | 7.8 |
| Total cash and equivalents | $ | 104.9 | | | $ | 157.1 | | | $ | 396.0 | |
The accompanying notes are an integral part of these statements.
Notes to Consolidated Financial Statements
December 31, 20202023
(All currency and share amounts are in millions, except per share and par value data)
(1) Basis of Presentation and Summary of Significant Accounting Policies
Our significant accounting policies are described below, as well as in other Notes that follow. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).
Merger and Consummation of Holding Company Reorganization — As of August 15, 2022, SPX Technologies, Inc. (“SPX”, “our”, “we”, or 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 (the “Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company. Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company's 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. The terms “SPX,” “we” and “our” include Legacy SPX for periods prior to the consummation of the Holding Company Reorganization as the context requires.
Principles of Consolidation — The consolidated financial statements include SPX Corporation’s (“SPX”, “our”, or “we”)our accounts prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) after the elimination of intercompany transactions. Investments in unconsolidated companies where we exercise significant influence but do not have control are accounted for using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the VIE. We have an interest in a VIE, in which we are not the primary beneficiary, as a resultAll of the sale of Balcke Dürr. See below and in Notes 2, 4 and 17 for further discussion of the Balcke Dürr sale. All otherour VIEs are considered immaterial, individually and in aggregate, to our consolidated financial statements.
Shift Away from the Power Generation Markets — On September 26, 2015, we completed the spin-off to our stockholders (the “Spin-Off”) of all the outstanding shares of SPX FLOW, Inc., a wholly-owned subsidiary of SPX prior to the Spin-Off, which at the time of the Spin-Off held the businesses comprising our Flow Technology reportable segment, our Hydraulic Technologies business, and certain of our corporate subsidiaries. Prior to the Spin-Off, our businesses serving the power generation markets had a major impact on the consolidated financial results of SPX. In the years leading up to the Spin-Off, these businesses experienced significant declines in revenues and profitability associated with weak demand and increased competition within the global power generation markets. Based on a review of our post-spin portfolio and the belief that a recovery within the power generation markets was unlikely in the foreseeable future, we decided coming out of the Spin-Off that our strategic focus would be on our (i) scalable growth businesses that serve the heating, ventilation and cooling (“HVAC”) and detection and measurement markets and (ii) power transformertransformers and process cooling systems businesses. As a result, we have significantly reduced our exposure to the power generation markets as indicated by the activities summarized below:
•Sale of Dry Cooling Business – On March 30, 2016, we completed the sale of our dry cooling business, a business that provides dry cooling systems to the global power generation markets.
•Sale of Balcke Dürr Business – On December 30, 2016, we completed the sale of Balcke Dürr, a business that provides heat exchangers and other related components to the European and Asian power generation markets. Balcke Dürr historically had been the most significant of our power generation businesses. As we considered the disposition of Balcke Dürr to be the cornerstone of our strategic shift away from the power generation markets, and given the significance of Balcke Dürr’s financial results to our overall operations prior to its disposition, we began classifying Balcke Dürr as a discontinued operation at the time of its disposition. See Note 4 for additional details.
•Wind-Down of the SPX Heat Transfer Business – After an unsuccessful attempt to sell the SPX Heat Transfer (“Heat Transfer”) business, and as a continuation of our strategic shift away from power generation markets, we initiated a wind-down plan for the business. In connection with this plan, we recorded charges of $3.5 in 2018, with $0.9 related to the write-down of inventory, $0.6 related to the impairment of machinery and equipment and $2.0 to severance costs. In addition, we sold intangible assets of the business in 2018 for cash proceeds of $4.8, which resulted in a gain of less than $0.1. During 2019, we completed the sale of Heat Transfer's manufacturing facility for cash proceeds of $5.5, which resulted in a gain of $0.3.2018. During the fourth quarter of 2020, we completed the plan, which included providing all products and services on the business’s remaining contracts with customers. As a result, we are reporting Heat Transfer as a discontinued operation in the accompanying consolidated financial statements. See Note 4 for additional details.
Acquisitions in 2020:
•ULC – On September 2, 2020, we completed the acquisition of ULC Robotics (“ULC”), a leading developer of robotic systems, machine learning applications, and inspection technology for the energy, utility, and industrial markets, for cash proceeds of $89.2, net of cash acquired of $4.0. Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to $45.0, with payments scheduled to be made in 2021 and 2022 upon
successful achievement•Wind-Down of certain operationalDBT Technologies Business – As a culmination of our strategic shift away from power generation markets, in 2021 we substantially ceased all operations of, and financial performance milestones. The estimated fair value of such contingent consideration is $24.3, which is reflectedhave ceased accepting new businesses in, our South African subsidiary, DBT Technologies (PTY) LTD (“DBT”). As a result, we are reporting DBT as a liabilitydiscontinued operation in the accompanying consolidated financial statements. Since that time, DBT has been involved in various dispute resolution matters related to two large power projects. See Notes 4 and 15 for additional details regarding DBT's presentation as a discontinued operation and dispute resolution matters.
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. We transferred all of the outstanding common stock of Transformer Solutions to the Purchaser for an aggregate cash purchase price of $645.0 (the “Transaction”). The purchase price was subject to potential adjustment based on Transformer Solutions’ cash, debt and working capital on the date the Transaction was consummated, as well as for specified transaction expenses and other specified items. In connection with the sale, we received cash proceeds of $620.6 and recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” within our 2021 consolidated statement of operations. During 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 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 represents a strategic shift. Accordingly, we have classified the business as a discontinued operation in the accompanying consolidated financial statements. See Note 4 for additional details.
Divestiture of Asbestos Liabilities and Certain Assets — On November 1, 2022, we divested three wholly-owned subsidiaries that hold 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 divestiture (the “Asbestos Portfolio Sale”), we contributed $138.8 in cash to the divested subsidiaries, financed with cash on hand; while Canvas made a capital contribution to the divested subsidiaries of $8.0. The divestiture resulted in a loss of $73.9, recorded to “Other operating (income) expense, net,” which includes the write-off of certain deferred income tax assets recorded by the divested subsidiaries. The divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities immediately prior to the divestiture. These indemnification obligations are not subject to any cap or time limitation. As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have been removed from our consolidated balance sheetsheets effective November 12, 2022. The board of managers of the divested subsidiaries each received a solvency opinion from an independent advisory firm that the divested subsidiaries were solvent after giving effect to the Asbestos Portfolio Sale.
The agreement for the Asbestos Portfolio Sale contains customary representations and warranties with respect to the divested subsidiaries, the Company, and Canvas. Pursuant to the agreement, the Company and Canvas will each indemnify the other for breaches of representation and warranties or breaches of covenants, subject to certain limitations as set forth in the agreement. Refer to Note 4 for additional details.
Acquisitions in 2023:
•TAMCO - On April 3, 2023, we completed the acquisition of December 31, 2020.T. A. Morrison & Co. Inc. (“TAMCO”), a market leader in motorized and non-motorized dampers that control airflow in large-scale specialty applications in commercial, industrial, and institutional markets. We purchased TAMCO for cash consideration of $125.5, inclusive of an adjustment to the purchase price of $0.2 paid during 2023 related to acquired working capital, and net of cash acquired of $1.0. The post-acquisition operating results of ULCTAMCO are reflected within our Detection and MeasurementHVAC reportable segment.
•Sensors & Software –ASPEQ - On November 11, 2020,June 2, 2023, we completed the acquisition of Sensors & Software Inc.ASPEQ Heating Group (“Sensors & Software“ASPEQ”), a leading manufacturerprovider of electrical heating solutions to customers in industrial and distributor of ground penetrating radar products used for locating underground utilities, detecting unexploded ordinances, and geotechnical and geological investigations,commercial markets. We purchased ASPEQ for cash proceedsconsideration of $15.2,$421.5, net of (i) an adjustment to the purchase price of $0.3 received during 2023 related to acquired working capital and (ii) cash acquired of $0.3. Under the terms of the purchase and sales agreement, the seller is eligible for additional cash consideration of up to $3.9, with payment scheduled to be made in 2021 upon successful achievement of a financial performance milestone during the twelve months following the date of acquisition. The estimated fair value of such contingent consideration is $0.7, which is reflected as a liability in the accompanying consolidated balance sheet as of December 31, 2020. In addition, the purchase price is subject to adjustment based on the final calculation of working capital, cash, and debt as of the date of the acquisition.$0.9. The post-acquisition operating results of Sensors & SoftwareASPEQ are reflected within our Detection and MeasurementHVAC reportable segment.
The assets acquired and liabilities assumed in the ULCTAMCO and Sensors & SoftwareASPEQ transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptionsassumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain income tax amounts.
Acquisitions in 2022:
•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 proceeds of $40.4, net of (i) an adjustment to the purchase price received during 2022 of $1.4 related to acquired working capital and (ii) cash acquired of $1.1. The post-acquisition operating results of ITL are reflected within our Detection and Measurement reportable segment.
Acquisitions in 2019:2021:
•Sabik –Sealite - On February 1, 2019,April 19, 2021, we completed the acquisition of Sabik Marine (“Sabik”Sealite Pty Ltd and affiliated entities, including Sealite USA, LLC (doing business as Avlite Systems) and Star2M Pty Ltd (collectively, “Sealite”), primarily. Sealite is a manufacturerleader in the design and manufacture of obstruction lighting products,marine and aviation aids to navigation products. We purchased Sealite for a purchase pricecash proceeds of $77.2,$80.3, net of cash acquired of $0.6.$2.3. The post-acquisition operating results of SabikSealite are reflected within our Detection and Measurement reportable segment.
•SGS – ECS - On July 3, 2019,August 2, 2021, we completed the acquisition of SGS Refrigeration Inc.Enterprise Control Systems Ltd (“SGS”ECS”), a manufacturerleader in the design and manufacture of industrial refrigeration products,highly-engineered tactical datalinks and radio frequency (“RF”) countermeasures, including counter-drone and counter-improvised explosive device RF jammers. We purchased ECS for cash proceeds of $11.5, including contingent consideration of $1.5 that was paid during the first quarter of 2020. The post-acquisition operating results of SGS are reflected within our HVAC reportable segment.
•Patterson-Kelley – On November 12, 2019, we completed the acquisition of Patterson-Kelley, LLC (“Patterson-Kelley”), a manufacturer and distributor of commercial boilers and water heaters, for cash proceeds of $59.9. The post-acquisition operating results of Patterson-Kelley are reflected within our HVAC reportable segment.
Acquisitions in 2018:
•Schonstedt- On March 1, 2018, we completed the acquisition of Schonstedt Instrument Company (“Schonstedt”), a manufacturer and distributor of magnetic locator products used for locating underground utilities and other buried objects, for a purchase price of $16.4,$39.4, net of cash acquired of $0.3.$5.1. Under the terms of the purchase and sales agreement, the seller was eligible for additional cash consideration of up to $16.0, with payment to be made in 2022 upon successful achievement of certain financial performance milestones. The estimated fair value of such contingent consideration as of the date of acquisition was $8.2. 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 a large order, resulting in a reduction of the estimated liability of $6.7, with such amount recorded within “Other operating (income) expense, net” in the 2021 consolidated statement of operations. During the first and second quarters of 2022, we further reduced the estimated liability by $0.9 and $0.4, respectively, with such amount recorded within “Other operating (income) expense, net” in the 2022 consolidated statement of operations. The estimated fair value of such contingent consideration was $0.0 at December 31, 2023 and 2022 as the financial performance milestones were not met. The post-acquisition operating results of SchonstedtECS are reflected within our Detection and Measurement reportable segment.
•CuesCincinnati Fan - On June 7, 2018,December 15, 2021, we completed the acquisition of Cues,Cincinnati Fan & Ventilator Co., Inc. (“Cues”Cincinnati Fan”), a manufacturerleader in engineered air movement solutions, including blowers and critical exhaust systems. We purchased Cincinnati Fan for cash proceeds of pipeline inspection and rehabilitation equipment. The acquisition was completed through$145.2, net of (i) an adjustment to the purchase price received during 2022 of all of the issued$0.4 related to acquired working capital and outstanding shares of Cues’ parent company for a purchase price of $164.4, net of(ii) cash acquired of $20.6.$2.5. The post-acquisition operating results of CuesCincinnati Fan are reflected within our Detection and MeasurementHVAC reportable segment. See Note 4 for additional details on the Cues acquisition.
Foreign Currency Translation and Transactions — The financial statements of our foreign subsidiaries are translated into U.S. dollars in accordance with the Foreign Currency Matters Topic of the Financial Accounting Standards Board Codification (“Codification”). Gains and losses on foreign currency translations are reflected as a separate component of stockholders' equity and other comprehensive income.income/loss. Foreign currency transaction gains and losses, as well as gains and losses related to foreign currency forward contracts, and currency forward embedded derivatives, are included in “Other income (expense), net,” with the related net gains (losses)losses totaling $1.3, $(1.5)$0.9, $1.1 and $(0.3)$0.9 in 2020, 20192023, 2022 and 2018,2021, respectively.
Cash Equivalents — We consider highly liquid money market investments with original maturities of three months or less at the date of purchase to be cash equivalents.
Revenue Recognition — We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606. See Note 5 for our policy for recognizing revenue under, ASC 606 as well as the various other disclosures required by, ASC 606.
Research and Development Costs — We expense research and development costs as incurred. We charge costs incurred in the research and development of new software included in products to expense until technological feasibility is established. After technological feasibility is established, additional eligible costs are capitalized until the product is available for general release. We amortize these costs over the economic lives of the related products and include the amortization in cost of products sold. We perform periodic reviews of the recoverability of these capitalized software costs. AtIf, and at the time, we determine that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, we write off any unrecoverable capitalized amounts. Capitalized software, net of amortization, totaled $1.3 $3.1 and $3.8$1.2 as of December 31, 20202023 and 2019,2022, respectively. Capitalized software amortization expense totaled $2.5$0.1, $0.1, and $1.3 in 2020,2023, 2022, and $2.4 in both 2019 and 2018.2021,
respectively. We expensed research activities relating to the development and improvement of our products of $43.2, $28.439.1, $24.8 and $22.9$30.7 in 2020, 20192023, 2022 and 2018,2021, respectively.
Property, Plant and Equipment — Property, plant and equipment (“PP&E”) is stated at cost, less accumulated depreciation. We use the straight-line method for computing depreciation expense over the useful lives of PP&E, which do not exceed 40 years for buildings and range from 3 to 15 years for machinery and equipment. Depreciation expense, including amortization of finance leases, was $25.2, $22.9$19.2, $17.8 and $21.4$19.4 for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. Leasehold improvements are amortized over the life of the related asset or the life of the lease, whichever is shorter. Interest is capitalized on significant construction or installation projects. NaNNo interest was capitalized during 2020, 20192023, 2022 or 2018.2021.
Pension and Postretirement — We recognize changes in the fair value of plan assets and actuarial gains and losses in earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expenseexpense/income and, accordingly, recognize the effects of plan investment performance, interest rate changes, and changes in actuarial assumptions as a component of earnings in the year in which they occur. The remaining components of pension/postretirement expense,expense/income, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis.
Company-owned Life Insurance Policies — The Company has investments in company-owned life insurance (“COLI”) policies, which are recorded at their cash surrender value at each balance sheet date. Changes in the cash surrender value during the period are recorded as a gain or loss within “Other income (expense), net” within our consolidated statements of operations. The value of the company’s investments in COLI assets was $76.7 and $77.0 at December 31, 2023 and 2022, respectively, recorded in “Other assets” on the consolidated balance sheets. The Company has the ability to monetize its investment in the COLI policies as an additional source of liquidity. At December 31, 2023, the Company had not monetized any of its existing COLI policies' cash surrender value.
Income Taxes — We account for income taxes based on the requirements of the Income Taxes Topic of the Codification, which includes an estimate of the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, federal or foreign statutory tax audits or estimates and judgments used.
Derivative Financial Instruments — We use foreign currency forward contracts to manage our exposures to fluctuating currency exchange rates forward contracts to manage the exposure on forecasted purchases of commodity raw materials (“commodity contracts”) and interest rate protection agreements to manage our exposures to fluctuating interest rate risk on variable rate debt. In addition, prior to the sale of Transformers Solutions, we used forward contracts to manage the exposure on forecasted purchases of commodity raw materials (“commodity contracts”). Derivatives are recorded on the balance sheet and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair values of both the derivatives and the hedged items are recorded in current earnings. For derivatives designated as cash flow hedges, the change in fair value of the derivatives is recorded in accumulated other comprehensive income (“AOCI”) and subsequently recognized in earnings when the forecasted transaction impacts earnings. We do not enter into financial instruments for speculative or trading purposes.
For those transactions that are designated as cash flow hedges, on the date the derivative contract is entered into, we document our hedge relationship, including identification of the hedging instruments and the hedged items, as well as our risk management objectives and strategies for undertaking the hedge transaction. We also assess, both at inception and quarterly thereafter, whether such derivatives are highly effective in offsetting changes in the fair value of the hedged item. See Notes 14 and 1617 for further information.
Cash flows from hedging activities are included in the same category as the items being hedged, which are primarily operating activities.
Reclassification of Prior Years’ Amounts – Certain prior years’ amounts have been reclassified to conform to the current year presentation, including amounts related to the inclusion of Heat Transfer within discontinued operations.
(2) Use of Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We evaluate these estimates and judgments on an ongoing basis and base our estimates on experience, current and expected future conditions, third-party evaluations and various other assumptions that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from the estimates and assumptions used in the consolidated financial statements and related notes.
Impact of the Coronavirus Disease (the “COVID-19 pandemic”)
— We have experienced modest adverse impacts of the COVID-19 pandemic since March 2020. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets, or a material change in the estimate of any contingent amounts, recorded in our consolidated balance sheet as of December 31, 2020. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the estimates we have made for the valuation of assets and contingent amounts.
Listed below are certain significant estimates and assumptions used in the preparation of our consolidated financial statements. Certain other estimates and assumptions are further explained in the related notes.
Accounts Receivable Allowances — We provide allowances for estimated losses on uncollectible accounts based on our historical experience, current and future economic and market conditions, and the evaluation of the likelihood of success in collecting specific customer receivables. In addition, we maintain allowances for customer returns, discounts and invoice pricing discrepancies, with such allowances primarily based on historical experience. Summarized below is the activity for these allowance accounts.
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Balance at beginning of year | Balance at beginning of year | $ | 10.3 | | | $ | 11.1 | | | $ | 9.1 | |
| Acquisitions | Acquisitions | 0.3 | | | 0.3 | | | 0 | |
| Allowances provided | Allowances provided | 18.7 | | | 18.6 | | | 17.7 | |
| Write-offs, net of recoveries, credits issued and other | Write-offs, net of recoveries, credits issued and other | (16.5) | | | (19.7) | | | (15.7) | |
| Balance at end of year | Balance at end of year | $ | 12.8 | | | $ | 10.3 | | | $ | 11.1 | |
Inventory — We estimate losses for excess and/or obsolete inventory and the net realizable value of inventory based on the aging and historical utilization of the inventory and the evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.
Acquisitions — We record acquisitions that meet the definition of a business combination using the acquisition method of accounting. We include the operating results of acquired entities from their respective dates of acquisition and recognize and measure the identifiable assets acquired, liabilities assumed, including contingent consideration as of the acquisition date, at fair value. The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable assets acquired and liabilities assumed is recognized as goodwill. Costs incurred as a result of a business combination, other than costs related to the issuance of debt or equity securities, are recorded in the period the costs are incurred. Additionally, at each reporting period, contingent consideration is remeasured to fair value, with changes recorded in “Other operating (income) expense, net” within our consolidated statements of operations.
Long-Lived Assets and Intangible Assets Subject to Amortization — We continually review whether events and circumstances subsequent to the acquisition of any long-lived assets, including intangible assets subject to amortization, have occurred that indicate the remaining estimated useful lives of those assets may warrant revision or that the remaining balance of those assets may not be fully recoverable. If events and circumstances indicate that the long-lived assets should be reviewed for possible impairment, we use projections to assess whether future cash flows on an undiscounted basis related to the assets are likely to exceed the related carrying amount. We will record an impairment charge to the extent that the carrying value of the assets exceed their fair values as determined by valuation techniques appropriate in the circumstances, which could include the use of similar projections on a discounted basis.
In determining the estimated useful lives of definite-lived intangibles,intangible assets, we consider the nature, competitive position, life cycle position, and historical and expected future operating cash flows of each acquired asset, as well as our commitment to support these assets through continued investment and legal infringement protection. Definite-lived intangible assets such as customer relationships, technology and other intangible assets with finite useful lives are amortized on a straight-line basis over their estimated economic lives. The weighted-average remaining useful lives approximate the following as of December 31, 2023.
| | | | | |
| Technology | 12 years |
| Customer relationships | 11 years |
| Other | 7 years |
Goodwill and Indefinite-Lived Intangible Assets — We testreview goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter and continually assess whether a triggering event has occurred to determine whether the carrying value exceeds the implied fair value. TheIn reviewing goodwill for impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If we determine that an impairment is more likely than not, we then perform a quantitative impairment test (described below). Otherwise, no further analysis is required. Our qualitative evaluation is an assessment of factors, including reporting unit-specific operating results, as well as industry, market, and general economic conditions. Our quantitative analysis of the fair value of reporting units is based generally on discounted projected cash flows, but we also consider factors such as comparable industry price multiples. We employ cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which
form the basis for making judgments about the carrying values of the reported net assets of our reporting units. Many of our businesses closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition, such as volume, price, service, product performance and technical
innovations, as well as estimates associated with cost reduction initiatives, capacity utilization and assumptions for inflation and foreign currency changes.
Accrued Expenses — We make estimates and judgments in establishing accruals as required under GAAP. Summarized in the table below are the components of accrued expenses at December 31, 20202023 and 2019.2022.
| | December 31, |
| 2020 | | 2019 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| Employee benefits | Employee benefits | $ | 82.8 | | | $ | 78.5 | |
| Warranty | Warranty | 13.3 | | | 12.5 | |
Other (1) | Other (1) | 137.5 | | | 128.6 | |
| Total | Total | $ | 233.6 | | | $ | 219.6 | |
(1)Other consists of various items including, among other items, the current portion of our liabilities related to risk management matters, environmental remediation costs, and operating leases, as well as, accrued rebates, legal, interest and restructuring costs, none of which is individually material.
Legal — It is our policy to accrue for estimated losses from legal actions or claims when events exist that make the realization of the losses probable and they can be reasonably estimated. We do not discount legal obligations or reduce them by anticipated insurance recoveries. See Note 15 for additional details.
Environmental Remediation Costs — We expense costs incurred to investigate and remediate environmental issues unless they extend the economic useful lives of related assets. We record liabilities when it is probable that an obligation has been incurred and the amounts can be reasonably estimated. Our environmental accruals cover anticipated costs, including investigation, remediation and operation and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. We generally do not discount environmental obligations or reduce them by anticipated insurance recoveries.
Risk Management Matters — We are subject to claims associated with risk management matters (e.g., product liability, predominately associated with alleged exposure to asbestos-containing materials, general liability, automobile, and workers’ compensation claims). The liabilities we record for these claims are based on a number of assumptions, including historical claims and payment experience and, prior to the Asbestos Portfolio Sale, with respect to asbestos claims, actuarial estimates of the future period during which additional claims arewere reasonably foreseeable. WePrior to the Asbestos Portfolio Sale, we also have recorded insurance recovery assets associated with the asbestos product liability matters. These assets representrepresented amounts that we believe we are or will bewere entitled to recover under agreements we havehad with insurance companies. The assets we recordrecorded for these insurance recoveries arewere 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 havehad with the insurers. In addition, we are self-insured for certain of our workers’ compensation, automobile, product, general liability, disability and health costs, and we maintain adequate accruals to cover our retained liabilities. Our accruals for self-insurance liabilities are based on claims filed and an estimate of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts; however, this insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures. The key assumptions considered in estimating the ultimate cost to settle reported claims and the estimated costs associated with incurred but not yet reported claims include, among other factors, our historical and industry claims experience, trends in health care and administrative costs, our current and future risk management programs, and historical lag studies with regard to the timing between when a claim is incurred and reported. See Note 15 for additional details.
Warranty — In the normal course of business, we issue product warranties for specific products and provide for the estimated future warranty cost in the period in which the sale is recorded. We provide for the estimate of warranty cost based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, claims costs may differ from amounts provided. In addition, due to the seasonal fluctuations at certain of our businesses, the timing of warranty provisions and the usage of warranty accruals can vary period to period. We make adjustments to initial obligations for warranties as changes in the obligations become reasonably estimable. The following is an analysis of our product warranty accrual for the periods presented:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Balance at beginning of year | $ | 34.7 | | | $ | 34.8 | | | $ | 35.3 | |
| Acquisitions | 0.9 | | | 0.4 | | | 0.1 | |
| Provisions | 16.9 | | | 10.6 | | | 8.5 | |
| Usage | (14.6) | | | (10.8) | | | (9.1) | |
| Currency translation adjustment | — | | | (0.3) | | | — | |
| Balance at end of year | 37.9 | | | 34.7 | | | 34.8 | |
| Less: Current portion of warranty | 16.4 | | | 12.9 | | | 11.8 | |
| Non-current portion of warranty | $ | 21.5 | | | $ | 21.8 | | | $ | 23.0 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Balance at beginning of year | $ | 34.8 | | | $ | 33.7 | | | $ | 33.4 | |
| Acquisitions | 1.6 | | | 0.4 | | | 1.0 | |
| Impact of initial adoption of ASC 606 | 0 | | | 0 | | | 0.4 | |
| Provisions | 14.6 | | | 14.0 | | | 11.9 | |
| Usage | (12.8) | | | (13.2) | | | (12.9) | |
| Currency translation adjustment | 0.2 | | | (0.1) | | | (0.1) | |
| Balance at end of year | 38.4 | | | 34.8 | | | 33.7 | |
| Less: Current portion of warranty | 13.3 | | | 12.5 | | | 11.9 | |
| Non-current portion of warranty | $ | 25.1 | | | $ | 22.3 | | | $ | 21.8 | |
Income Taxes — We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain tax positions in accordance with the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions aremay be classified as “Income taxes payable” and “Deferred and other income taxes” in the accompanying consolidated balance sheets based on an expectation as to the timing of when the matter will be resolved. As events change or resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. For tax positions where it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority, assuming such authority has full knowledge of all relevant information. These reviews also entail analyzing the realization of deferred tax assets. When we believe that it is more likely than not that we will not realize a benefit for a deferred tax asset based on all available evidence, we establish a valuation allowance.
Employee Benefit Plans — Defined benefit plans cover a portion of our salaried and hourly employees, including certain employees in foreign countries. As discussed in Note 1, we recognize changes in the fair value of plan assets and actuarial gains and losses associated with our pension and postretirement benefit plans in earnings during the fourth quarter of each year, unless earlier remeasurement is required, as a component of net periodic benefit expense. The remaining components of pension/postretirement expense, primarily interest costs and expected return on plan assets, are recorded on a quarterly basis. See Note 11 for further discussion of our pension and postretirement benefits.
We derive pension expense from an actuarial calculation based on the defined benefit plans’ provisions and our assumptions regarding discount rate. We primarily determine the discount rate for our plans by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date. We also consult with independent actuaries in determining these assumptions.
Parent Guarantees and Bonds Associated with Balcke Dürr — As further discussed in Note 17, inIn connection with the sale of Balcke Dürr in 2016, we became contingently obligated under existing parent company guarantees and bank and surety bonds which totaled approximately EuroEuro 79.0 and Euro 79.0, respectively,respectively, at the time of sale (and Euro 0.0 and Euro 2.9, respectively, at December 31, 2020). We have accounted for our contingent obligation in accordance with the Guarantees Topic of the Codification, which required that we record a liability for the estimated fair value of the parent company guarantees and the bonds in connection with the accounting forsale. Since the sale of Balcke Dürr. We estimatedrr, the fair valueguarantees have expired and, as of the parent companythird quarter of 2021, all the bonds have been returned. As the guarantees and bank and surety bonds considering the probability of default by Balcke Dürr and an estimate of the amount we would be obligated to pay in the event of a default. As also discussed in Note 17, under the related purchase agreement, Balcke Dürr provided cash collateralhave expired and the parent company of the buyer provided a partial guarantee in the event any of the bonds are called. Wehave been returned, we no longer have assets or liabilities recorded an asset for the estimated fair value of the cash collateral provided by Balcke Dürr and the partial guarantee provided by the parent company of the buyer, with the estimated fair values based on the terms and conditions and relative risk associated with each of these securities. By way of an offset to “Other income (expense), net,” we are reducing the liability and amortizing the asset, with the reduction of the liability generally to occur upon return of the guarantee or bond which is expected to occur at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds, and the amortization of the asset to occur based on the expiration terms of each of the securities. We will continue to evaluate the adequacy of the recorded liability and will record an adjustment to the liability if we conclude that it is probable that we will be required to fund an amount greater than what is recorded.this matter. See Note 17 for further information regarding the estimated fair values of the parent company guarantees and bonds, as well as the cash collateral provided by Balcke Dürr and the partial guarantee provided by the parent company of the buyer.additional details.
(3) New Accounting Pronouncements
The following is a summary of new accounting pronouncements that apply or may apply to our business.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard on revenue recognition (“ASC 606”) that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and superseded most current revenue recognition guidance, including industry-specific guidance. Effective January 1, 2018, we adopted ASC 606 using the modified retrospective transition approach for all contracts not completed as of the date of adoption. The modified retrospective transition approach recognizes any changes as of the beginning of the year of initial application (i.e., as of January 1, 2018) through retained earnings, with no restatement of comparative periods. The adoption of ASC 606 resulted in a reduction of our retained deficit of $4.0.
In January 2016, the FASB issued an amendment to guidance that (i) requires equity securities (excluding equity method investments) to be measured at fair value, with changes in fair value recognized in net earnings, and (ii) enhances the disclosure associated with these instruments. The amendment allows equity securities that do not have readily determinable fair values to be measured at fair value, either upon the occurrence of an observable price change or identification of an impairment. We adopted this amendment in 2018, with the impact limited to an adjustment to the carrying value of an equity security that we had been accounting for based on its historical cost. In connection with our adoption, we adjusted the carrying value of this equity security to its estimated fair value, which resulted in a reduction, net of tax, of our retained deficit of $12.0. See Note 17 for additional details.
In February 2016, the FASB issued an amendment to existing guidance, ASC 842, that requires lessees to recognize assets and liabilities for the rights and obligations created by leases. Under the amendment, additional qualitative and quantitative disclosures are required to allow users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. Effective January 1, 2019, we adopted ASC 842 using the modified retrospective transition approach. The modified retrospective transition approach recognizes any changes as of the beginning of the year of initial application (i.e., as of January 1, 2019) through retained earnings, with no restatement of comparative periods. The new standard provides a number of optional practical expedients upon transition. We elected the “package of practical expedients,” which allowed us to maintain our prior conclusions regarding lease identification, lease classification and initial direct costs. We did not elect the practical expedients for the use-of-hindsight or land easements; the latter not being applicable to us. The adoption of ASC 842 had no impact on our retained deficit and no significant impact on the accompanying consolidated statements of operations or consolidated statements of cash flows for the years ended December 31, 2020 and 2019. See Note 6 for further discussion of the post adoption impact of ASC 842.
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13.ASU 2016-13 changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income, including trade receivables, based on historical experience, current conditions, and reasonable and supportable forecasts. The requirements of ASU 2016-13 are to be applied on a modified retrospective basis, which entails recognizing the initial effect of adoption in retained earnings. We adopted ASU 2016-13 on January 1, 2020, which resulted in an increase of our retained deficit of $0.5.
In October 2016, the FASB issued ASU 2016-16, which removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The requirements of ASU 2016-16 are to be applied on a modified retrospective basis, which entails recognizing the initial effect of adoption in retained earnings. We adopted ASU 2016-16 as of January 1, 2018, which resulted in an increase of our retained deficit of $0.2.
In January 2017, the FASB issued an amendment to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires that an entity recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This amendment is effective for annual reporting periods beginning after December 31, 2019, including interim periods within those annual reporting periods. We adopted this guidance during the first quarter of 2020, with such adoption having no material impact to our consolidated financial statements.
In August 2017, the FASB issued significant amendments to hedge accounting. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope
and results of hedging programs. We adopted this guidance during the first quarter of 2019, with such adoption having no material impact to our consolidated financial statements.
In February 2018, the FASB amended its guidance for reporting comprehensive income to reflect the potential impacts of the reduction in the corporate tax rate resulting from the “Tax Cut and Jobs Act,” which was enacted in the United States on December 22, 2017. The amendment gives the option of reclassifying the stranded tax effects within AOCI to retained earnings during the fiscal year or quarter in which the effect of the lower tax rate is recorded. The amendment is effective for years beginning after December 15, 2018, with early adoption permitted. We adopted this guidance as of January 1, 2018, which resulted in an increase of our retained deficit of $4.8.
In August 2018, the FASB issued amended guidance to simplify fair value measurement disclosure requirements. The new provisions eliminate the requirements to disclose (i) transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy, and (iii) net asset value disclosure of estimates of timing of future liquidity events. The FASB also modified disclosure requirements of Level 3 fair value measurements. This guidance is effective for annual periods beginning after December 15, 2019. We adopted this guidance on January 1, 2020, with no impact on our consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU simplifies the accounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business combinations that result in a step-up in the tax basis of goodwill. The transition requirements are primarily prospective and the effective date is for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.
The London Interbank Offered Rate (“LIBOR”) is scheduled to bewas discontinued on December 31, 2021.June 30, 2023. In an effort to address the various challenges created by such discontinuance, the FASB issued twothree amendments to existing guidance, ASUAccounting Standards update (“ASU”) No. 2020-04, No. 2021-01 and No. 2021-01,2022-06, 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, 2022.2024. 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 consolidated financial statements. Refer to Note 13 for additional information on the Credit Agreement.
In November 2023, the FASB issued ASU No. 2023-07. Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 will be effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025. ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impactsdisclosure impact of reference rate reform andASU 2023-07; however, the new guidancestandard will not have an impact on ourthe Company’s consolidated financial statements.position, results of operations or cash flows.
In December 2023, the FASB issued ASU No. 2023-09, which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are currently evaluating the disclosure impact of ASU 2023-09; however, the standard will not have an impact on the Company’s consolidated financial position, results of operations or cash flows.
(4) Acquisitions, and Discontinued Operations, and the Asbestos Portfolio Sale
Acquisitions
As indicated in Note 1, on April 19, 2021, August 2, 2021, December 15, 2021, March 31, 2022, and April 3, 2023 we completed the acquisitions of Sealite, ECS, Cincinnati Fan, ITL, and TAMCO, respectively. The pro forma effects of these acquisitions are not material to our consolidated results of operations.
Acquisition of CuesASPEQ
As indicated in Note 1, on June 7, 2018,2, 2023, we completed the acquisition of CuesASPEQ for $164.4,$421.5, net of (i) an adjustment to the purchase price of $0.3 received during 2023 related to acquired working capital and (ii) cash acquired of $20.6. For$0.9. We financed the acquisition with available cash and borrowings under our senior credit facilities. The assets acquired and liabilities assumed have been recorded at preliminary estimates of fair value as determined by management, based on information currently available and on current assumptions as to future operations and are subject to change upon completion of the acquisition method of accounting. Final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP. The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for ASPEQ as of June 7, 20182, 2023:
| | | | | | | | |
| Assets acquired: | | |
| Current assets, including cash and equivalents of $0.9 | | $ | 42.1 | |
| Property, plant and equipment | | 10.6 | |
| Goodwill | | 191.1 | |
| Intangible assets | | 246.1 | |
| Other assets | | 1.3 | |
| Total assets acquired | | 491.2 | |
| | |
| Current liabilities assumed | | 10.9 | |
Non-current liabilities assumed (1) | | 57.9 | |
| | |
| Net assets acquired | | $ | 422.4 | |
___________________________
(1)Includes net deferred income tax liabilities and other liabilities of $56.9 and $1.0, respectively.
The identifiable intangible assets acquired consist of customer relationships, trademarks, technology, and customer backlog of $142.3, $51.5, $47.8, and $4.5, respectively, with such amounts based on a preliminary assessment of the related fair values. We expect to December 31, 2018, Cuesamortize the customer relationships, technology, and customer backlog assets over 12.0, 16.0, and 1.0 years, respectively, with the trademarks acquired being indefinite-lived.
We acquired gross receivables of $18.0, which had a fair value at the acquisition date of $17.9 based on our estimates of cash flows expected to be recovered.
The qualitative factors that comprise the recorded goodwill include expected market growth for ASPEQ’s existing operations, increased volumes achieved by selling ASPEQ’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors.
We recognized revenues and a net lossincome for ASPEQ of $52.3$63.9 and $0.4,$3.6, respectively, for the year ended December 31, 2023 with the net lossincome impacted by charges during the year ended December 31, 2023 of $4.3(i) $13.2 associated with amortization of the various intangible assets mentioned above and (ii) $3.6 associated with the excess fair value (over historical cost) of inventory acquired which washas been subsequently sold in 2018.sold. During the year ended December 31, 2018,2023, we incurred acquisition relatedacquisition-related costs for CuesASPEQ of $2.4,$5.4, which have been recorded to “Selling, general and administrative” within the accompanyingour consolidated statementstatements of operations.operations and “Corporate expense” within consolidated operating income in Note 7.
The following unaudited pro forma information presents our consolidated results of operations for the yearyears ended December 31, 20182023 and 2022, respectively, as if the acquisition of CuesASPEQ had taken place on January 1, 2018.2022. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Cues.ASPEQ. These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, the removal ofadjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during the removalfirst quarter of professional fees and other one-time costs incurred in connection with the transaction,2022, and the related income tax effects.
| | | | | | | | | | | |
| Years ended December, 31 |
| 2023 | | 2022 |
| Revenues | $ | 1,788.4 | | | $ | 1,564.7 | |
| Income (loss) from continuing operations | 150.4 | | | (3.8) | |
| Net income (loss) | 95.6 | | | (23.4) | |
| | | |
| Income (loss) from continuing operations per share of common stock: | | | |
| Basic | $ | 3.30 | | | $ | (0.08) | |
| Diluted | $ | 3.23 | | | $ | (0.08) | |
| | | |
| Net income (loss) per share of common stock: | | | |
| Basic | $ | 2.10 | | | $ | (0.52) | |
| Diluted | $ | 2.05 | | | $ | (0.52) | |
Sale of Transformer Solutions Business
As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions for net cash proceeds of $620.6. In connection with the sale, we recorded a gain of $382.2 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 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 period January 1, 2021 to October 1, 2021 are shown below:
| | | | | | | | | | | |
| | | Year ended December 31, |
| | | | | 20182021 |
| Revenues | | | | | $ | 1,546.7313.5 | |
| Costs and expenses: | | |
| Cost of product sold | | 257.2 | |
| Selling, general and administrative | | 28.4 | |
| | |
Income from continuing operationsbefore tax | | | | | 90.827.9 | |
Net income | | | | | 90.1 | |
| | | | | |
Income from continuing operations per share of common stock:tax provision | | (7.0) | | | | |
BasicIncome after tax | | | | | $ | 2.1120.9 | |
Diluted | | | | | $ | 2.03 | |
| | | | | |
Net income per share of common stock: | | | | | |
Basic | | | | | $ | 2.09 | |
Diluted | | | | | $ | 2.02 | |
Other AcquisitionsWind-Down of DBT Business
As indicateddiscussed in Note 1, on March 1, 2018, February 1, 2019, July 3, 2019, November 12, 2019, September 2, 2020, and November 11, 2020, we completed the acquisitionswind-down of Schonstedt, Sabik, SGS, Patterson-Kelley, ULC, and Sensors & Software, respectively. The pro forma effectsour DBT business in the fourth quarter of these acquisitions2021. As a result of completing the wind-down plan, we are not materialreporting DBT as a discontinued operation for all periods presented. In connection with the wind-down, we recorded a charge of $19.9 to“Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated resultsstatement of operations.operations for the year ended December 31, 2021 to reflect the write-off of historical currency translation amounts associated with DBT that had been previously reported within “Stockholders' equity.”
As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), of approximately South African Rand 1,000.0 (or $54.4) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT. Although it was reasonably possible that some loss may have been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $153.2), we were 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 had occurred or may have occurred in connection with these claims. Although we have experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we have invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters.
On September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”). The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects. It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full. In connection with the Settlement Agreement, we incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Gain (loss) on disposition of discontinued operations, net of tax” for the year ended December 31, 2023.
Prior to the Settlement Agreement, on February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT against MHI related to costs incurred in connection with delays on two units of the Kusile project. In connection with the ruling, DBT received South African Rand 126.6 (or $8.6 at the time of payment). This ruling was subject to final and binding arbitration in this matter. In March 2023, an arbitration tribunal upheld the decision of the dispute adjudication panel. As a result, the South African Rand 126.6 (or $7.0) was recorded as income during the first quarter of 2023, with such amount recorded within “Gain (loss) on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $1.3 of legal costs incurred related to the arbitration. Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $5.5 of legal costs incurred related to a prior arbitration hearing. Such amount received from MHI was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the year ended December 31, 2023.
Major line items constituting pre-tax loss and after-tax loss of DBT for the years ended December 31, 2021 are shown below:
| | | | | | | | |
| | 2021 |
| Revenues | | $ | 0.5 | |
| Costs and expenses: | | |
| Cost of product sold | | 0.9 | |
| Selling, general and administrative | | 15.1 | |
| Special charges, net | | 1.3 | |
| Other expense, net | | 1.2 | |
| Interest income, net | | (0.1) | |
| Loss before tax | | (17.9) | |
| Income tax benefit | | 2.7 |
| Loss after tax | | $ | (15.2) | |
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 consolidated balance sheets as of December 31, 2023 and 2022. The major line items constituting DBT's assets and liabilities as of December 31, 2023 and 2022 are shown below:
| | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 |
| ASSETS | | | | |
| Cash and equivalents | | $ | 5.5 | | | $ | 9.3 | |
| Accounts receivable, net | | 0.4 | | | 7.6 | |
| Other current assets | | 4.7 | | | 6.5 | |
| Property, plant and equipment: | | | | |
| Buildings and leasehold improvements | | 0.2 | | | 0.2 | |
| Machinery and equipment | | 0.5 | | | 0.7 | |
| | 0.7 | | | 0.9 | |
| Accumulated depreciation | | (0.6) | | | (0.8) | |
| Property, plant and equipment, net | | 0.1 | | | 0.1 | |
| Other assets | | — | | | 19.1 | |
| Total assets of DBT | | $ | 10.7 | | | $ | 42.6 | |
| LIABILITIES | | | | |
Accounts payable (1) | | $ | 26.9 | | | $ | 1.4 | |
| Contract liabilities | | 2.1 | | | 3.6 | |
| Accrued expenses | | 6.3 | | | 22.0 | |
| Other long-term liabilities | | 4.2 | | | 4.6 | |
| Total liabilities of DBT | | $ | 39.5 | | | $ | 31.6 | |
___________________________
(1) Includes DBT's remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $26.2 at December 31, 2023), due in September 2024. In connection with this remaining obligation, we entered into a foreign currency forward contract which we are accounting for as a fair value hedge. Refer to Note 14 for additional details.
Wind-Down of the Heat Transfer Business
As discussed in Note 1, we completed the wind-down of our Heat Transfer business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are now reporting Heat Transfer as a discontinued operation for all periods presented.
In connection with the wind-down of Heat Transfer, we recorded charges of $3.5 in 2018, with $0.9 related to the write-down of inventory, $0.6 related to the impairment of machinery and equipment, and $2.0 to severance costs. In addition, we sold certain intangible assets of the business in 2018 for net cash proceeds of $4.8, which resulted in a gain of less than $0.1. During 2019, we completed the sale of Heat Transfer's manufacturing facility for cash proceeds of $5.5, which resulted in a gain of $0.3.
Major line items constituting pre-tax income (loss) and after-tax income (loss) of Heat Transfer for the years ended December 31, 2020, 2019 and 2018 are shown below:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Year ended December 31, |
| | | | | 2020 | | 2019 | | 2018 |
| Revenues | | | | | $ | 3.9 | | | $ | 4.5 | | | $ | 26.0 | |
| Costs and expenses: | | | | | | | | | |
| Cost of products sold | | | | | 3.1 | | | 6.1 | | | 25.3 | |
| Selling, general and administrative | | | | | 0.1 | | | 0.9 | | | 2.9 | |
| Intangible amortization expense | | | | | 0 | | | 0 | | | 0.1 | |
| Special charges (credits), net | | | | | 0.4 | | | (0.4) | | | 2.6 | |
| Other income, net | | | | | 0 | | | 0.3 | | | 0 | |
| Income (loss) before income tax | | | | | 0.3 | | | (1.8) | | | (4.9) | |
| Income tax (provision) benefit | | | | | (0.1) | | | 0.4 | | | 1.2 | |
| Income (loss) from discontinued operations, net of tax | | | | | $ | 0.2 | | | $ | (1.4) | | | $ | (3.7) | |
The assets and liabilities of Heat Transfer have been classified as assetsincluded within “Assets of DBT and liabilitiesHeat Transfer” and “Liabilities of discontinued operationsDBT and Heat Transfer,” respectively, on the consolidated balance sheets as of December 31, 20202023 and 2019.2022. The major line items constituting Heat Transfer’sTransfer's assets and liabilities as of December 31, 20202023 and 20192022 are shown below:
| | | | | | | | | | | | | | | | | |
| | | December 31, |
| | | | | 2020 | | 2019 |
| ASSETS: | | | | | | | |
| Cash and equivalents | | | | | $ | 0 | | | $ | 0.1 | |
| Accounts receivable, net | | | | | 0.1 | | | 1.1 | |
| Contract assets | | | | | 0 | | | 0.3 | |
| Other current assets | | | | | 0.2 | | | 0.2 | |
| Assets of discontinued operations - current | | | | | 0.3 | | | 1.7 | |
| Other assets | | | | | 0.2 | | | 0.4 | |
| Total assets - discontinued operations | | | | | $ | 0.5 | | | $ | 2.1 | |
| | | | | | | |
| LIABILITIES: | | | | | | | |
| Accounts payable | | | | | $ | 0.2 | | | $ | 0.4 | |
| Contract liabilities | | | | | 0 | | | 0.3 | |
| Accrued expenses | | | | | 0.3 | | | 0.8 | |
| Liabilities of discontinued operations - current | | | | | 0.5 | | | 1.5 | |
| Long-term liabilities | | | | | 0 | | | 0.2 | |
| Total liabilities - discontinued operations | | | | | $ | 0.5 | | | $ | 1.7 | |
Sale | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 |
| ASSETS | | | | |
| | | | |
| Other current assets | | $ | 0.3 | | | $ | 0.2 | |
| Other assets | | 0.1 | | | 0.1 | |
| Total assets of Heat Transfer | | $ | 0.4 | | | $ | 0.3 | |
| LIABILITIES | | | | |
| Accounts payable | | $ | 0.2 | | | $ | 0.1 | |
| Accrued expenses | | — | | | 0.1 | |
| Total liabilities of Heat Transfer | | $ | 0.2 | | | $ | 0.2 | |
For the years ended December 31, 2023, 2022 and 2021, results of Balcke Dürr Businessoperations from our businesses reported as discontinued operations were as follows:
During 2018, we reached a settlement | | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Transformer Solutions | | | | | |
Income (loss) from discontinued operations (1) | $ | — | | | $ | (0.6) | | | $ | 454.9 | |
Income tax (provision) benefit (2) | — | | | 0.9 | | | (51.8) | |
| Income from discontinued operations, net | — | | | 0.3 | | | 403.1 | |
| | | | | |
| DBT | | | | | |
| Loss from discontinued operations | (69.0) | | | (17.3) | | | (37.8) | |
| Income tax benefit | 15.3 | | | 2.1 | | | 2.7 | |
Loss from discontinued operations, net (3) | (53.7) | | | (15.2) | | | (35.1) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
All other (4) | | | | | |
| Loss from discontinued operations | (1.3) | | | (6.4) | | | (7.9) | |
| Income tax benefit | 0.2 | | | 1.7 | | | 6.3 | |
| Loss from discontinued operations, net | (1.1) | | | (4.7) | | | (1.6) | |
| | | | | |
| Total | | | | | |
| Income (loss) from discontinued operations | (70.3) | | | (24.3) | | | 409.2 | |
| Income tax (provision) benefit | 15.5 | | | 4.7 | | | (42.8) | |
| Income (loss) from discontinued operations, net | $ | (54.8) | | | $ | (19.6) | | | $ | 366.4 | |
(1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the buyerdisposition. Income for the year ended December 31, 2021 resulted primarily from the gain on sale of Balcke Dürr on the amountbusiness of cash and working capital at the closing date,$382.2, as well as on various other matters,the results of operations for the year.
(2) During the fourth quarter of 2021, we liquidated certain recently acquired entities. As a result of this action, we recorded a net paymentincome tax benefit of $16.5 within our 2021 consolidated statement of operations, which included an income tax charge of $10.9 within continuing operations and an income tax benefit of $27.4 within discontinued operations.
(3) Loss for the year ended December 31, 2023 resulted primarily from the buyercharge, and related income tax impacts, recorded in connection with the amountSettlement Agreement referred to above and legal costs in connection with the various dispute resolution matters. This loss for the year ended December 31, 2023 was partially offset by the arbitration awards received, which are discussed above. Loss for the years ended December 31, 2022 and 2021 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement. In addition, and as previously noted, the year ended December 31, 2021 includes a charge of Euro 3.0 (or $3.6). The settlement resulted in a gain, net$19.9 related to the write-off of tax, of $3.8, which was recorded to “Gain (loss) on disposition of discontinued operations, net of tax.”historical translation amounts.
(4) Loss for the years ended December 31, 2023, 2022, and 2021 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the years ended December 31, 2022 and 2021, asbestos-related charges for businesses previously disposed of.
Other Discontinued Operations Activity
In addition to Heat Transfer and Balcke Dürr, we recognized net losses of $3.7, $4.4 and $0.8 during 2020, 2019 and 2018, respectively, resulting from adjustments to gains/losses on dispositions of other businesses discontinued prior to 2018.
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 business divestitures may be materially adjusted in subsequent periods.
For
Net cash used in discontinued operations for the yearsyear ended December 31, 2020, 20192023 related primarily to (i) cash payments of $25.3 made by DBT to MHI during 2023 in connection with the Settlement Agreement, and 2018, results(ii) disbursements of operations from our businesses reported as$14.7 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, partially offset by recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $6.8 mentioned above. Net cash used in discontinued operations for the year ended December 31, 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa prior to the Settlement Agreement, (ii) disbursements related to asbestos product liability matters, (iii) a payment of $13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, including fees associated with the sale of Transformer Solutions. These disbursements were as follows:partially offset by proceeds from stock options exercised of $1.0. Net cash from discontinued operations for the year ended December 31, 2021 related primarily to proceeds received in connection with the sale of Transformer Solutions of $620.6. In addition, cash flows from discontinued operations included cash flows from operations generated by Transformer Solutions, partially offset by cash flows used in DBT's operations and disbursements related to liabilities retained in connection with other dispositions.
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Balcke Dürr | | | | | |
| Income from discontinued operations | $ | 0 | | | $ | 0 | | | $ | 6.3 | |
| Income tax provision | 0 | | | 0 | | | (2.5) | |
| Income from discontinued operations, net | 0 | | | 0 | | | 3.8 | |
| | | | | |
| Heat Transfer | | | | | |
| Income (loss) from discontinued operations | 0.3 | | | (1.8) | | | (4.9) | |
| Income tax (provision) benefit | (0.1) | | | 0.4 | | | 1.2 | |
| Income (loss) from discontinued operations, net | 0.2 | | | (1.4) | | | (3.7) | |
| | | | | |
| All other | | | | | |
| Loss from discontinued operations | (4.8) | | | (4.0) | | | (1.2) | |
| Income tax (provision) benefit | 1.1 | | | (0.4) | | | 0.4 | |
| Loss from discontinued operations, net | (3.7) | | | (4.4) | | | (0.8) | |
| | | | | |
| Total | | | | | |
| Income (loss) from discontinued operations | (4.5) | | | (5.8) | | | 0.2 | |
| Income tax (provision) benefit | 1.0 | | | 0 | | | (0.9) | |
| Loss from discontinued operations, net | $ | (3.5) | | | $ | (5.8) | | | $ | (0.7) | |
Asbestos Portfolio Sale
As indicated in Note 1, we completed the Asbestos Portfolio Sale on November 1, 2022.
Below is a summary of the impact of the Asbestos Portfolio Sale, including the loss on sale, on our 2022 consolidated financial statements:
| | | | | | | | |
| Cash contribution | | $ | (138.8) | |
| Assets divested: | | |
| Accounts receivable, net | | (5.0) | |
| Other current assets | | (50.0) | |
| Other assets | | (420.3) | |
| Deferred tax assets | | (27.0) | |
| Liabilities divested: | | |
| Accrued liabilities | | 53.9 | |
| Other long-term liabilities | | 518.0 | |
| Loss on Asbestos Portfolio Sale, before transaction costs | | (69.2) | |
| Transaction costs | | (4.7) | |
| Loss on Asbestos Portfolio Sale | | $ | (73.9) | |
(5) Revenues from Contracts
Summarized below is our policy for recognizing revenue under ASC 606, as well as the various disclosures required by ASC 606.
Performance Obligations - Certain of our contracts are comprised of multiple deliverables, which can include hardware and software components, installation, maintenance, and extended warranties. For these contracts, we evaluate whether these deliverables represent separate performance obligations as defined by ASC 606. In some cases, a customer contracts with us to integrate a complex set of tasks and components into a single project or capability (even if the single project results in the delivery of multiple units). Hence, the entire contract is treated as a single performance obligation. In contrast, we may promise to provide distinct goods or services within a contract, in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. In cases where we sell standard products with observable standalone selling prices, these selling prices are used to determine the relative standalone selling price. In cases where we sell a customized customer specific solution, we typically use the expected cost plus margin approach to estimate the standalone selling price of each performance obligation. Sales taxes and other usage-based taxes are excluded from revenue.
Remaining performance obligations represent performance obligations that have yet to be satisfied. As a practical expedient, we do not disclose performance obligations (i) that are part of a contract that has an original expected duration of less
than one year and/or (ii) where our right to consideration corresponds directly to the value transferred to the customer. Performance obligations for contracts with an original duration in excess of one year that have yet to be satisfied as of the end of a period primarily relate to our aids to navigation systems, communication technologies products, large process cooling systems, as well as certain of our bus fare collectiontransportation systems. As of December 31, 2020,2023, the aggregate amount allocated to remaining performance obligations after the effect of practical
expedients was $81.2.$152.4. We expect to recognize revenue on approximately 52%69% and 77%88% of the remaining performance obligations over the next 12 and 24 months, respectively, with the remaining recognized thereafter.
Options - We offer options within certain of our contracts to purchase future goods or services. To the extent the option provides a material right to a future benefit (i.e., future goods and services at a discount from the relative standalone selling price), we separate the material right as a performance obligation and adjust the standalone selling price of the other performance obligations within the contract. When determining the relative standalone selling price of the option, we first determine the incremental discount that the customer would receive by exercising the option and then adjust that value based on the probability of option exercise (based, where possible, on historical experience). Revenue is recognized for the option as either when the option is exercised or when it expires.
Contract Combination and Modification - We assess each contract at its inception to determine whether it should be combined with other contracts for revenue recognition purposes. When making this determination, we consider factors such as whether two or more contracts with a customer were negotiated at or near the same time or were negotiated with an overall profit objective. Contracts are sometimes modified for changes in contract specifications, scope, or price (or a combination of these). Contract modifications for goods or services that are not distinct within the context of the contract (generally associated with specification changes for certain product lines within our Engineered SolutionsHVAC reportable segment) are accounted for as part of the existing contract. Contract modifications for goods or services that are distinct (i.e., adding or subtracting distinct goods or services) are accounted for as either a termination of the existing contract and the creation of a new contract (where the goods or services are not priced at their standalone selling price), or the creation of separate contract (where the goods or services are priced at their standalone selling price).
Variable Consideration - We determine the transaction price for each contract based on the consideration we expect to receive for the products or services being provided under the contract. For contracts where a portion of the price may vary, we estimate the variable consideration at the amount to which we expect to be entitled, which is included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur. We analyze the risk of a significant revenue reversal and, if necessary, constrain the amount of variable consideration recognized in order to mitigate this risk. Variable consideration primarily pertains to late delivery penalties and unapproved change orders and claims (levied by us and/or against us), and index-based pricing.. Actual amounts of consideration ultimately received may differ from our estimates. If actual results vary from our estimates, we will adjust these estimates, which would affect revenue and earnings, in the period such variances become known.
As noted above, the nature of our contracts gives rise to several types of variable consideration, including unapproved change orders and claims. We include in our contract estimates additional revenue for unapproved change orders or claims against the customer when we believe we have an enforceable right to the unapproved change order or claim, the amount can be reliably estimated, and the above criteria have been met. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs, and the objective evidence available to support the claim. These estimates are also based on historical award experience.
As indicated in Note 15, during February, March, and April of 2019, we received a number of claims from the prime contractors on the large power projects in South Africa asserting various amounts of damages. In consideration of these claims (including the magnitude of the claims and claims in areas that had not been previously identified by the prime contractors), and in accordance with ASC 606, we analyzed the risk of a significant revenue reversal associated with the amount of variable consideration that had been recorded for these projects. Based on such analysis, we reduced the amount of cumulative revenue associated with variable consideration on these projects by $17.5 during the first quarter of 2019, as it was no longer probable that such amounts of revenue would not be reversed.
As indicated in Note 15, on June 28, 2019, DBT reached an agreement with Alstom S&E Africa (PTY) LTD (“Alstom/GE”), one of the prime contractors on the large power projects in South Africa to, among other things, settle all material outstanding claims between the parties (other than certain pass-through claims relating to third parties). In connection with the agreement, we reduced the amount of cumulative revenue associated with variable consideration on the large power projects in South Africa by $6.0 during the second quarter of 2019.
As of December 31, 2020, there was $0.4 cumulative revenue associated with variable consideration recorded for the large power projects in South Africa.
Returns, Customer Sales Incentives and Warranties - We have certain arrangements that require us to estimate, at the time of sale, the amounts of variable consideration that should be excluded from revenue as (i) certain amounts are not expected to be collected from customers and/or (ii) the product may be returned. We principally rely on historical experience, specific
customer agreements, and anticipated future trends to estimate these amounts at the time of shipment and to reduce the transaction price. These arrangements include volume rebates, which are estimated using the most likely amount method, as well as early payment discounts and promotional and advertising allowances, which are estimated using the expected value method. We primarily offer assurance-type standard warranties that the product will conform to published specifications for a defined period of time after delivery. These types of warranties do not represent separate performance obligations. We establish provisions for estimated returns and warranties primarily based on contract terms and historical experience, using the expected value method. Certain of our businesses offer extended warranties, which are considered separate performance obligations.
Contract Costs - We have elected to apply the practical expedient provided under ASC 606 which allows an entity to expense incremental costs of obtaining or fulfilling a contract when incurred if the amortization period of the asset that the entity otherwise would have recorded is one year or less. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of products sold. The
net asset recorded for incremental costs incurred to obtain or fulfill contracts, after consideration of the practical expedient mentioned above, is not material to our consolidated financial statements.
Nature of Goods and Services, Satisfaction of Performance Obligations, and Payment Terms
Our HVAC product lines include package and process cooling towers,equipment, residential and commercial boilers, and comfortelectrical heating and ventilation products.products, and engineered air movement solutions. Performance obligations for our HVAC product lines relate primarily to the delivery of equipment and components, with satisfactionconstruction and reconstruction of these performancecooling towers and other components, and providing installation, replacement/spare parts and various other services. Performance obligations occurringrelated to equipment and components are satisfied at the time of shipment or delivery (i.e., control is transferred at a point in time). The typical length of a contractthese contracts is one to three months and payment terms are generally 15 to 60 days after shipment to the customer. Performance obligations for construction and reconstruction of cooling towers and other components, and providing installation and various other services, are typically satisfied through a contract with us to provide a customer-specific solution. The customer typically controls the work in process due to contractual termination clauses whereby we have an enforceable right to recovery of cost incurred including a reasonable profit for work performed to date on products or services that do not have an alternative use to us. Additionally, certain projects are performed on customer sites such that the customer controls the asset as it is created or enhanced. As such, performance obligations for these product lines are generally satisfied over time, with the related revenue recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion, as this method best depicts how control of the product or service is being transferred. The length of customer contract for these product lines is generally 6 to 18 months. Revenue for sales of certain engineered components and all replacement/spare parts is recognized upon shipment or delivery (i.e., at a point in time). Payments on longer-term contracts are generally commensurate with milestones defined in the related contract, while payments for the replacement/spare parts contracts typically occur 30 to 60 days after delivery.
Our detection and measurement product lines include underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, bus fare collectiontransportation systems, communication technologies, and obstruction lighting.aids to navigation. Performance obligations for these product lines relate to delivery of equipment and components, installation and other short-term services, long-term maintenance and software subscription services, pipeline remediation services and development of robotics.robotics, and aids to navigation solutions. Performance obligations for equipment and components generally are satisfied at the time of shipment or delivery (i.e., control is transferred at a point in time). Performance obligations for installation and other short-term services, pipeline remediation, and development of robotics are satisfied over time as the installation or service is performed. Performance obligations for maintenance and software subscription services are satisfied over time, with the related revenue recorded evenly throughout the contract service period as this method best depicts how control of the service is transferred. Payment terms for equipment and components are typically 30 to 60 days after shipment or delivery, while payment for services typically occurs at completion for shorter-term engagements (less than three months in duration) and throughout the service period for longer-term engagements (generally greater than three months in duration). These product lines have varying contract lengths ranging from one to eighteen months (with the longer term contracts generally associated with our bus fare collectionaids to navigation systems, transportation systems, and communication technologies productsproduct lines), with the typical duration being one to three months.
Our engineered solutions product lines include medium and large power transformers and process cooling equipment. Performance obligations for these product lines relate to delivery of equipment and components, construction and reconstruction of cooling towers and other components, providing installation, replacement/spare parts, and various other services. For these product lines, our customers typically contract with us to provide a customer-specific solution. The customer typically controls the work in process due to contractual termination clauses whereby we have an enforceable right to recovery of cost incurred including a reasonable profit for work performed to date on products or services that do not have an alternative use to us. Additionally, certain projects are performed on customer sites such that the customer controls the asset as it is created or enhanced. As such, performance obligations for these product lines are generally satisfied over time, with the related revenue recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion, as this method best depicts how control of the product or service is being transferred. Revenue for sales of certain engineered components and all replacement/spare parts is recognized upon shipment or delivery (i.e., at a point in time). The length of customer contract is generally 6 to 12 months for our power transformers business and 6 to 18 months for our process cooling business. Payments on longer-term contracts are generally commensurate with milestones defined in the related contract, while payments for the replacement/spare parts contracts typically occur 30 to 60 days after delivery.
Our remaining product lines relate to DBT, our South African business. Performance obligations for these product lines relate to delivery of equipment and components and construction, installation, and various other services, primarily for two large power projects that are in the final stages of completion. For these product lines, our customers contracted with us to provide a customer-specific solution. The customer typically controls the work in process due to contractual termination clauses whereby we have an enforceable right to recovery of cost incurred including a reasonable profit for work performed to date on products or services that do not have an alternative use to us. Additionally, most projects are performed on customer sites such
that the customer controls the asset as it is created or enhanced. As such, performance obligations for these product lines are generally satisfied over time, with the related revenue recorded based on the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion, as this method best depicts how control of the product or service is being transferred. Payments for these product lines are generally commensurate with milestones defined in the related contract.
Customer prepayments, progress billings, and retention payments are customary in certainfor some of our project-based businesses, generally for our engineered solutions and DBT product lines and, to a lesser extent, our detection and measurement product lines.longer-term contracts. Customer prepayments, progress billings, and retention payments are not considered a significant financing component because they are intended to protect either the customer or ourselves in the event that some or all of the obligations under the contract are not completed. Additionally, most contract assets are expected to convert to accounts receivable, and contract liabilities are expected to convert to revenue, within one year. As such, after applying the practical expedient to exclude potential financing components that are less than one year in duration, we do not have any such financing components.
Disaggregated Revenues
We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, and our other operating segment, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are effected by economic factors, with such disaggregation presented below for the years ended December 31, 2020, 2019,2023, 2022, and 2018:2021:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2023 |
| Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
| Major product lines | | | | | | |
| Package and process cooling equipment and services, and engineered air movement solutions | | $ | 683.2 | | | $ | — | | | $ | 683.2 | |
| Boilers, electrical heating, and ventilation | | 439.1 | | | — | | | 439.1 | |
| Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 264.1 | | | 264.1 | |
| Communication technologies, aids to navigation, and transportation systems | | — | | | 354.8 | | | 354.8 | |
| | $ | 1,122.3 | | | $ | 618.9 | | | $ | 1,741.2 | |
| | | | | | |
| Timing of Revenue Recognition | | | | | | |
| Revenues recognized at a point in time | | $ | 1,042.8 | | | $ | 525.2 | | | $ | 1,568.0 | |
| Revenues recognized over time | | 79.5 | | | 93.7 | | | 173.2 | |
| | $ | 1,122.3 | | | $ | 618.9 | | | $ | 1,741.2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2020 |
| Reportable Segments and Other | | HVAC | | Detection and Measurement | | Engineered Solutions | | Other | | Total |
| | | | | | | | | | |
| Major product lines | | | | | | | | | | |
| Cooling | | $ | 297.0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 297.0 | |
| Boilers, comfort heating, and ventilation | | 293.7 | | | 0 | | | 0 | | | 0 | | | 293.7 | |
| Underground locators, inspection and rehabilitation equipment, and robotic systems | | 0 | | | 217.8 | | | 0 | | | 0 | | | 217.8 | |
| Signal monitoring, obstruction lighting, and bus fare collection systems | | 0 | | | 169.5 | | | 0 | | | 0 | | | 169.5 | |
| Power transformers | | 0 | | | 0 | | | 427.4 | | | 0 | | | 427.4 | |
| Process cooling equipment and services | | 0 | | | 0 | | | 150.1 | | | 0.8 | | | 150.9 | |
| South African projects | | 0 | | | 0 | | | 0 | | | 3.2 | | | 3.2 | |
| | $ | 590.7 | | | $ | 387.3 | | | $ | 577.5 | | | $ | 4.0 | | | $ | 1,559.5 | |
| | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | |
| Revenues recognized at a point in time | | $ | 590.7 | | | $ | 341.9 | | | $ | 41.3 | | | $ | 0.2 | | | $ | 974.1 | |
| Revenues recognized over time | | 0 | | | 45.4 | | | 536.2 | | | 3.8 | | | 585.4 | |
| | $ | 590.7 | | | $ | 387.3 | | | $ | 577.5 | | | $ | 4.0 | | | $ | 1,559.5 | |
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2022 |
| Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
| Major product lines | | | | | | |
| Package and process cooling equipment and services, and engineered air movement solutions | | $ | 537.0 | | | $ | — | | | $ | 537.0 | |
| Boilers, electrical heating, and ventilation | | 376.8 | | | — | | | 376.8 | |
| Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 262.1 | | | 262.1 | |
| Communication technologies, aids to navigation, and transportation systems | | — | | | 285.0 | | | 285.0 | |
| | $ | 913.8 | | | $ | 547.1 | | | $ | 1,460.9 | |
| | | | | | |
| Timing of Revenue Recognition | | | | | | |
| Revenues recognized at a point in time | | $ | 838.0 | | | $ | 455.1 | | | $ | 1,293.1 | |
| Revenues recognized over time | | 75.8 | | | 92.0 | | | 167.8 | |
| | $ | 913.8 | | | $ | 547.1 | | | $ | 1,460.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2019 |
| Reportable Segments and Other | | HVAC | | Detection and Measurement | | Engineered Solutions | | Other | | Total |
| | | | | | | | | | |
| Major product lines | | | | | | | | | | |
| Cooling | | $ | 284.2 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 284.2 | |
| Boilers, comfort heating, and ventilation | | 309.0 | | | 0 | | | 0 | | | 0 | | | 309.0 | |
| Underground locators and inspection and rehabilitation equipment | | 0 | | | 194.3 | | | 0 | | | 0 | | | 194.3 | |
| Signal monitoring, obstruction lighting, and bus fare collection systems | | 0 | | | 190.6 | | | 0 | | | 0 | | | 190.6 | |
| Power transformers | | 0 | | | 0 | | | 403.4 | | | 0 | | | 403.4 | |
| Process cooling equipment and services | | 0 | | | 0 | | | 145.5 | | | 4.8 | | | 150.3 | |
South African projects (1) | | 0 | | | 0 | | | 0 | | | (10.9) | | | (10.9) | |
| | $ | 593.2 | | | $ | 384.9 | | | $ | 548.9 | | | $ | (6.1) | | | $ | 1,520.9 | |
| | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | |
| Revenues recognized at a point in time | | $ | 593.2 | | | $ | 357.1 | | | $ | 48.4 | | | $ | 0 | | | $ | 998.7 | |
Revenues recognized over time (1) | | 0 | | | 27.8 | | | 500.5 | | | (6.1) | | | 522.2 | |
| | $ | 593.2 | | | $ | 384.9 | | | $ | 548.9 | | | $ | (6.1) | | | $ | 1,520.9 | |
__________________________
(1) As discussed above, during the year ended December 31, 2019, we reduced the amount of revenue associated with the large power projects in South Africa by $23.5. | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2021 |
| Reportable Segments | | HVAC | | Detection and Measurement | | Total |
| | | | | | |
| Major product lines | | | | | | |
| Package and process cooling equipment and services, and engineered air movement solutions | | $ | 433.8 | | | $ | — | | | $ | 433.8 | |
| Boilers, electrical heating, and ventilation | | 318.3 | | | — | | | 318.3 | |
| Underground locators, inspection and rehabilitation equipment, and robotic systems | | — | | | 256.8 | | | 256.8 | |
| Communication technologies, aids to navigation, and transportation systems | | — | | | 210.6 | | | 210.6 | |
| | $ | 752.1 | | | $ | 467.4 | | | $ | 1,219.5 | |
| | | | | | |
| Timing of Revenue Recognition | | | | | | |
| Revenues recognized at a point in time | | $ | 661.2 | | | $ | 415.9 | | | $ | 1,077.1 | |
| Revenues recognized over time | | 90.9 | | | 51.5 | | | 142.4 | |
| | $ | 752.1 | | | $ | 467.4 | | | $ | 1,219.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2018 |
| Reportable Segments and Other | | HVAC | | Detection and Measurement | | Engineered Solutions | | Other | | Total |
| | | | | | | | | | |
| Major product lines | | | | | | | | | | |
| Cooling | | $ | 281.7 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 281.7 | |
| Boilers, comfort heating, and ventilation | | 300.4 | | | 0 | | | 0 | | | 0 | | | 300.4 | |
| Underground locators and inspection and rehabilitation equipment | | 0 | | | 159.1 | | | 0 | | | 0 | | | 159.1 | |
| Signal monitoring, obstruction lighting, and bus fare collection systems | | 0 | | | 161.8 | | | 0 | | | 0 | | | 161.8 | |
| Power transformers | | 0 | | | 0 | | | 373.8 | | | 0 | | | 373.8 | |
| Process cooling equipment and services | | 0 | | | 0 | | | 163.2 | | | 23.5 | | | 186.7 | |
| South African projects | | 0 | | | 0 | | | 0 | | | 49.1 | | | 49.1 | |
| | $ | 582.1 | | | $ | 320.9 | | | $ | 537.0 | | | $ | 72.6 | | | $ | 1,512.6 | |
| | | | | | | | | | |
| Timing of Revenue Recognition | | | | | | | | | | |
| Revenues recognized at a point in time | | $ | 582.1 | | | $ | 307.3 | | | $ | 61.5 | | | $ | 0 | | | $ | 950.9 | |
| Revenues recognized over time | | 0 | | | 13.6 | | | 475.5 | | | 72.6 | | | 561.7 | |
| | $ | 582.1 | | | $ | 320.9 | | | $ | 537.0 | | | $ | 72.6 | | | $ | 1,512.6 | |
Contract Balances
Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our consolidated balance sheets. Our contract balances consisted of the following as of December 31, 20202023 and 2019:2022:
| | | | | | | | | | | | | | | | | |
| Contract Balances | December 31, 2020 | | December 31, 2019 | | Change |
Contract Accounts Receivable (1) | $ | 260.7 | | | $ | 259.7 | | | $ | 1.0 | |
| Contract Assets | 81.1 | | | 63.1 | | | 18.0 | |
| Contract Liabilities - current | (103.5) | | | (100.5) | | | (3.0) | |
Contract Liabilities - non-current (2) | (3.4) | | | (3.3) | | | (0.1) | |
| Net contract balance | $ | 234.9 | | | $ | 219.0 | | | $ | 15.9 | |
| | | | | | | | | | | | | | | | | |
| Contract Balances | December 31, 2023 | | December 31, 2022 | | Change |
Contract Accounts Receivable (1) | $ | 275.4 | | | $ | 259.9 | | | $ | 15.5 | |
| Contract Assets | 16.6 | | | 23.9 | | | (7.3) | |
| Contract Liabilities - current | (73.5) | | | (52.8) | | | (20.7) | |
Contract Liabilities - non-current (2) | (4.0) | | | (4.7) | | | 0.7 | |
| Net contract balance | $ | 214.5 | | | $ | 226.3 | | | $ | (11.8) | |
_____________________
(1) Included in “Accounts receivable, net” within the accompanying consolidated balance sheets.
(2) Included in “Other long-term liabilities” within the accompanying consolidated balance sheets.
The $15.9 increasetiming of revenue recognition, invoicing and cash collections results in contract accounts receivable, contract assets, and customer advances and deposits (contract liabilities) on our consolidated balance sheets. In general, we receive payments from customers based on a billing schedule established in our net contract balance fromcontracts. During the years ended December 31, 2019 to December 31, 2020 was due primarily to revenue recognized during2023 and 2022, changes in contract balances were not materially impacted by any other factors besides the period, partially offset by cash payments received from customers during the period.acquisition of ASPEQ and TAMCO.
During 2020,2023, we recognized revenues of $86.5$37.4 related to our contract liabilities at December 31, 2019.2022.
(6) Leases
As indicated in Note 3, effective January 1, 2019, we adopted ASC 842 under the modified retrospective transition approach. As a result, for 2018, leases continue to be presented based on prior guidance. Summarized below is our policy under, as well as the various other disclosures required by, ASC 842.
We have elected to account for lease agreements with lease and non-lease components as a single component for all leases. Leases with an initial term of 12 months or less are not recorded on our consolidated balance sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.
We review if an arrangement is a lease at inception and conclude whether the contract contains an identified asset if we have the right to obtain substantially all the economic benefit and direct the use of the asset. Operating leases with right-of-use (“ROU”) assets are reflected within “Other assets,” “Accrued expenses,” and “Other long-term liabilities” within our
consolidated balance sheets. Finance leases are included in “Property, plant and equipment,” “Current maturities of long-term debt,” and “Long-term debt.”
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and the related liabilities are recognized at commencement date based on the present value of lease payments over the lease term. These payments include renewal options when reasonably certain to be exercised, and exclude termination options. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any prepaid lease payments and excludes lease incentives.
We have operating and finance leases for facilities, equipment, and vehicles. Our leases have remaining lease terms of one year to 10 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the lease within one year. We rent or sublease certain space within ownedour facilities to third parties under operating leases, with the impact of these lease arrangements being immaterial to our consolidated financial statements.
The components of lease expense were as follows:
| | Year ended | |
| December 31, 2020 | | December 31, 2019 | |
| Year Ended | |
| Year Ended | |
| Year Ended | |
| December 31, 2023 | |
| December 31, 2023 | |
| December 31, 2023 | |
Operating lease cost (1) | Operating lease cost (1) | $ | 13.2 | | | $ | 13.4 | | |
Operating lease cost (1) | |
Operating lease cost (1) | |
| Variable lease cost | |
| Variable lease cost | |
| Variable lease cost | Variable lease cost | 0.1 | | | 0 | | |
| | Finance lease cost: | Finance lease cost: | | |
| | Finance lease cost: | |
| | Finance lease cost: | |
| Amortization of right-of-use assets | |
| Amortization of right-of-use assets | |
| Amortization of right-of-use assets | Amortization of right-of-use assets | $ | 1.2 | | | $ | 1.2 | | |
| Interest on lease liabilities | Interest on lease liabilities | 0.1 | | | 0.1 | | |
| Interest on lease liabilities | |
| Interest on lease liabilities | |
| Total finance lease cost | Total finance lease cost | $ | 1.3 | | | $ | 1.3 | | |
| Total finance lease cost | |
| Total finance lease cost | |
__________________________
(1) Includes short-term lease cost of $3.5 and $3.7, and $3.8, atfor the years ended December 31, 20202023 and 20192022, respectively.
Supplemental cash flow information related to leases was as follows:
| | | | | | | | | | | |
| Year Ended |
| December 31, 2023 | | December 31, 2022 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | |
| Operating cash flows used in operating leases | $ | 12.1 | | | $ | 11.4 | |
| Operating cash flows from finance leases | — | | | — | |
| Financing cash flows used in finance leases | 0.5 | | | 0.4 | |
| Non-cash activities: | | | |
| Operating lease right-of-use assets obtained in exchange for new lease obligations | 6.3 | | | 16.4 | |
| Finance lease right-of-use assets obtained in exchange for new lease obligations | 0.3 | | | — | |
| | | | | | | | | | | |
| Year ended |
| December 31, 2020 | | December 31, 2019 |
| Cash paid for amounts included in the measurement of lease liabilities: | | | |
| Operating cash flow from operating leases | $ | 9.7 | | | $ | 9.7 | |
| Operating cash flows from finance leases | 0.1 | | | 0.1 | |
| Financing cash flows from finance leases | 1.3 | | | 1.2 | |
| Non-cash activities: | | | |
| Operating lease right-of-use assets obtained in exchange for new lease obligations | 19.9 | | | 5.2 | |
| Finance lease right-of-use assets obtained in exchange for new lease obligations | 1.2 | | | 1.3 | |
Supplemental balance sheet information related to leases was as follows:
| | December 31, 2020 | | December 31, 2019 | |
| December 31, | |
| 2023 | |
| 2023 | |
| 2023 | |
| Operating Leases: | |
| Operating Leases: | |
| Operating Leases: | Operating Leases: | | | | Affected Line Item in the Consolidated Balance Sheets | | | | Affected Line Item in the Consolidated Balance Sheets |
Operating lease ROU assets (1) | Operating lease ROU assets (1) | $ | 41.3 | | | $ | 30.6 | | Other assets | Operating lease ROU assets (1) | $ | 42.4 | | | $ | | $ | 46.3 | | Other assets | Other assets |
| | Operating lease current liabilities | |
| Operating lease current liabilities | |
| Operating lease current liabilities | Operating lease current liabilities | $ | 7.6 | | | $ | 7.7 | | Accrued expenses | $ | 11.3 | | | $ | | $ | 10.1 | | Accrued expenses | Accrued expenses |
| Operating lease non-current liabilities | Operating lease non-current liabilities | 31.4 | | | 17.6 | | Other long-term liabilities | Operating lease non-current liabilities | 28.5 | | | 33.8 | | 33.8 | | Other long-term liabilities | Other long-term liabilities |
| Total operating lease liabilities | Total operating lease liabilities | $ | 39.0 | | | $ | 25.3 | | |
| | Finance Leases: | Finance Leases: | |
| Finance Lease Assets | $ | 2.5 | | | $ | 2.5 | | Property, plant and equipment, net |
| | Finance Leases: | |
| | Finance Leases: | |
| Finance lease assets | |
| Finance lease assets | |
| Finance lease assets | | $ | 0.5 | | | $ | 0.7 | | Property, plant and equipment, net |
| | Finance lease current liabilities | |
| Finance lease current liabilities | |
| Finance lease current liabilities | Finance lease current liabilities | $ | 1.0 | | | $ | 1.0 | | Current maturities of long-term debt | $ | 0.3 | | | $ | | $ | 0.5 | | Current maturities of long-term debt | Current maturities of long-term debt |
| Finance lease non-current liabilities | Finance lease non-current liabilities | 1.6 | | | 1.7 | | Long-term debt | Finance lease non-current liabilities | 0.2 | | | 0.2 | | 0.2 | | Long-term debt | Long-term debt |
| Total finance lease liabilities | Total finance lease liabilities | $ | 2.6 | | | $ | 2.7 | | |
(1) Includes favorable leasehold interests as of December 31, 2020 and 2019 of $6.6 and $6.9, respectively, recorded as part of the acquisition of Patterson-Kelley.
The weighted average remaining lease terms (years) of our leases as of December 31, 20202023 and December 31, 2019,2022, were as follows:
| | December 31, |
| 2020 | | 2019 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| Operating Leases | Operating Leases | 6.9 | | 5.2 | Operating Leases | 5.5 | | 6.0 |
| Finance Leases | Finance Leases | 3.2 | | 3.3 | Finance Leases | 1.9 | | 1.7 |
The discount rate utilized to determine the present value of lease payments over the lease term is our incremental borrowing rate based on the information available at lease commencement date. In developing the incremental borrowing rate, we considered the interest rate that reflects a term similar to the underlying lease term on a fully collateralized basis. We concluded to apply the incremental borrowing rate at a consolidated portfolio level using a five-year term, as the results did not materially differ upon further stratification. The weighted-average discount rate for our operating leases was 3.0%3.2% and 3.8%, respectively,3.0% at December 31, 20202023 and 20192022, respectively, and finance leases was 3.6%3.9% and 3.8%2.9% at December 31, 20202023 and 2019,2022, respectively.
The future minimum payments under our operating and finance leases were as follows as of December 31, 2020:2023:
| | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases | | Total |
| | | | | |
| Next 12 months | $ | 8.7 | | | $ | 1.0 | | | $ | 9.7 | |
| 12 to 24 months | 7.8 | | | 0.8 | | | 8.6 | |
| 24 to 36 months | 7.2 | | | 0.5 | | | 7.7 | |
| 36 to 48 months | 6.7 | | | 0.3 | | | 7.0 | |
| 48 to 60 months | 2.4 | | | 0.1 | | | 2.5 | |
| Thereafter | 10.6 | | | 0 | | | 10.6 | |
| Total lease payments | 43.4 | | | 2.7 | | | 46.1 | |
| Less imputed interest | 4.4 | | | 0.1 | | | 4.5 | |
| Total | $ | 39.0 | | | $ | 2.6 | | | $ | 41.6 | |
| | | | | | | | | | | | | | | | | |
| Operating Leases | | Finance Leases | | Total |
| | | | | |
| Next 12 months | $ | 12.4 | | | $ | 0.3 | | | $ | 12.7 | |
| 12 to 24 months | 7.8 | | | 0.1 | | | 7.9 | |
| 24 to 36 months | 6.1 | | | 0.1 | | | 6.2 | |
| 36 to 48 months | 5.5 | | | — | | | 5.5 | |
| 48 to 60 months | 4.8 | | | — | | | 4.8 | |
| Thereafter | 7.0 | | | — | | | 7.0 | |
| Total lease payments | 43.6 | | | 0.5 | | | 44.1 | |
| Less imputed interest | 3.8 | | | — | | | 3.8 | |
| Total | $ | 39.8 | | | $ | 0.5 | | | $ | 40.3 | |
(7) Information on Reportable Segments and “Other” Operating Segment
We are a global supplier of highly specialized, engineered solutions with operations in over 15 countries and sales in over 100 countries around the world.
Our DBT operating segment is reported within an “Other” category outside of our reportable segments. We have aggregated our other operating segments into the following 3two reportable segments: HVAC and Detection and Measurement and Engineered Solutions.Measurement. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment. In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification. Operating income or loss for each of our operating segmentsSegment Income is determined before considering impairment and special charges, long-term incentive compensation, certain other operating expenses, andincome/expense, other indirect corporate expenses.expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition-related costs. This is consistent with the way our Chief Operating Decision MakerCODM 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 industrialpower generation markets, as well as boilers and electrical heating and ventilation products for the residential, industrial, 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 global 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 collectiontransportation systems, communication technologies, and obstruction lighting.aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base with a strong presence in North America, Europe, Africa and Asia Pacific.Asia.
Engineered Solutions Reportable Segment
Our Engineered Solutions reportable segment engineers, designs, manufactures, installs and services transformers for the power transmission and distribution market and process cooling equipment for the industrial and power generation markets. The primary distribution channels for the segment’s products are direct to customers and third-party representatives. The segment has a strong presence in North America.
Other
As noted above, “Other” consists of our South African operating segment, DBT. Our DBT operating segment engineers, designs, manufactures, installs, and services equipment for the industrial and power generation markets, with its efforts focused primarily on two large power projects in South Africa that are in the final stages of completion (see Note 15 for additional details).
Corporate Expense
Corporate expense generally relates to the operating cost of our Charlotte, NCNorth Carolina corporate headquarters.
Financial data for our reportable and other operating segments for the years ended December 31, 2020, 20192023, 2022 and 20182021 were as follows:
| | 2020 | | 2019 | | 2018 |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Revenues: | Revenues: | | | | | |
| HVAC reportable segment | HVAC reportable segment | $ | 590.7 | | | $ | 593.2 | | | $ | 582.1 | |
| HVAC reportable segment | |
| HVAC reportable segment | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 387.3 | | | 384.9 | | | 320.9 | |
| Engineered Solutions reportable segment | 577.5 | | | 548.9 | | | 537.0 | |
Other (1) | 4.0 | | | (6.1) | | | 72.6 | |
| Consolidated revenues | Consolidated revenues | $ | 1,559.5 | | | $ | 1,520.9 | | | $ | 1,512.6 | |
| | Income (loss): | |
| Income: | |
| Income: | |
| Income: | |
| HVAC reportable segment | |
| HVAC reportable segment | |
| HVAC reportable segment | HVAC reportable segment | $ | 93.4 | | | $ | 95.4 | | | $ | 90.0 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 69.1 | | | 81.7 | | | 72.4 | |
| Engineered Solutions reportable segment | 60.5 | | | 43.0 | | | 35.0 | |
Other (1) | (19.3) | | | (43.6) | | | (16.0) | |
| Total income for segments | Total income for segments | 203.7 | | | 176.5 | | | 181.4 | |
| Corporate expense | Corporate expense | 44.8 | | | 46.7 | | | 49.1 | |
| Acquisition-related and other costs (1) | |
| Long-term incentive compensation expense | Long-term incentive compensation expense | 14.0 | | | 13.6 | | | 15.5 | |
| Impairment of intangible assets | 0.7 | | | 0 | | | 0 | |
| Amortization of intangible assets | |
Impairment of goodwill and intangible assets (2) | |
| Special charges, net | Special charges, net | 3.2 | | | 4.4 | | | 3.7 | |
Other operating expenses, net (2) | 9.0 | | | 1.8 | | | 0.6 | |
Other operating (income) expense, net (3) | |
| Consolidated operating income | Consolidated operating income | $ | 132.0 | | | $ | 110.0 | | | $ | 112.5 | |
| | | Capital expenditures: | Capital expenditures: | |
| | Capital expenditures: | |
| | Capital expenditures: | |
| HVAC reportable segment | |
| HVAC reportable segment | |
| HVAC reportable segment | HVAC reportable segment | $ | 4.9 | | | $ | 5.9 | | | $ | 2.7 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 2.7 | | | 2.3 | | | 1.9 | |
| Engineered Solutions reportable segment | 8.3 | | | 7.0 | | | 6.9 | |
| Other | 0 | | | 0.1 | | | 0.1 | |
| General corporate | General corporate | 5.6 | | | 2.5 | | | 0.8 | |
| Total capital expenditures | Total capital expenditures | $ | 21.5 | | | $ | 17.8 | | | $ | 12.4 | |
| Depreciation and amortization: | Depreciation and amortization: | | | | | |
| HVAC reportable segment | HVAC reportable segment | $ | 9.4 | | | $ | 6.9 | | | $ | 5.4 | |
| HVAC reportable segment | |
| HVAC reportable segment | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 17.6 | | | 13.2 | | | 8.4 | |
| Engineered Solutions reportable segment | 11.1 | | | 10.7 | | | 10.6 | |
| Other | 0.3 | | | 0.4 | | | 0.5 | |
| General corporate | General corporate | 3.3 | | | 3.0 | | | 3.0 | |
| Total depreciation and amortization | Total depreciation and amortization | $ | 41.7 | | | $ | 34.2 | | | $ | 27.9 | |
| | | | Geographic Areas: | |
| | Geographic Areas: | |
| | Geographic Areas: | |
Revenues: (4) | |
Revenues: (4) | |
Revenues: (4) | |
| United States | |
| United States | |
| United States | |
| China | |
| United Kingdom | |
| Other | |
| $ | |
| Tangible Long-Lived Assets: (5) | |
| Tangible Long-Lived Assets: (5) | |
| Tangible Long-Lived Assets: (5) | |
| United States | |
| United States | |
| United States | |
| Other | |
| Long-lived assets of continuing operations | |
| Long-lived assets of discontinued operations, DBT and Heat Transfer | |
| Total tangible long-lived assets | |
(1)Represents cost incurred in connection with acquisitions of $5.8, $1.9, and $3.3, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with these acquisitions of $3.6, $1.1 and $2.6, during the years ended December 31, 2023, 2022 and 2021, respectively. The year ended December 31, 2021 also includes a non-cash impairment charge of $1.8.
(2)The year ended December 31, 2022 includes impairment charges of $12.9 related to the goodwill and trademarks of ULC Robotics (“ULC”) and $0.5 related to certain other trademarks. The year ended December 31, 2021 includes impairment charges of $29.5 related to the goodwill and trademarks of ULC and $0.5 related to certain other trademarks.
(3)The year ended December 31, 2023 includes a charge of $9.0 related to the resolution of a dispute with a former representative at one of our businesses within the Detection and Measurement reportable segment. The year ended December 31, 2022 includes a loss on
| | | | | | | | | | | | | | | | | |
| 2020 | | 2019 | | 2018 |
| Identifiable assets: | | | | | |
| HVAC reportable segment | $ | 525.2 | | | $ | 611.4 | | | $ | 512.6 | |
| Detection and Measurement reportable segment | 772.5 | | | 609.4 | | | 479.0 | |
| Engineered Solutions reportable segment | 435.0 | | | 356.5 | | | 383.2 | |
| Other | 42.6 | | | 28.6 | | | 56.9 | |
General corporate and eliminations (3) | 25.5 | | | 16.9 | | | 73.7 | |
Insurance recovery assets (4) | 496.4 | | | 509.6 | | | 541.9 | |
| Discontinued operations | 0.5 | | | 2.1 | | | 10.2 | |
| Total identifiable assets | $ | 2,297.7 | | | $ | 2,134.5 | | | $ | 2,057.5 | |
| Geographic Areas: | | | | | |
Revenues: (5) | | | | | |
| United States | $ | 1,363.1 | | | $ | 1,376.1 | | | $ | 1,291.6 | |
| China | 41.7 | | | 31.1 | | | 38.5 | |
South Africa (1) | 4.0 | | | (6.1) | | | 72.6 | |
| United Kingdom | 88.4 | | | 59.0 | | | 62.4 | |
| Other | 62.3 | | | 60.8 | | | 47.5 | |
| $ | 1,559.5 | | | $ | 1,520.9 | | | $ | 1,512.6 | |
| | | | | |
| | | | | |
| Tangible Long-Lived Assets: | | | | | |
| United States | $ | 762.1 | | | $ | 754.3 | | | $ | 831.8 | |
| Other | 47.9 | | | 46.7 | | | 28.9 | |
| Long-lived assets of continuing operations | 810.0 | | | 801.0 | | | 860.7 | |
| Long-lived assets of discontinued operations | 0.2 | | | 0.4 | | | 5.6 | |
| Total tangible long-lived assets | $ | 810.2 | | | $ | 801.4 | | | $ | 866.3 | |
(1)As further discussed in Note 15, during the first and second quartersAsbestos Portfolio Sale of 2019 and the third quarter of 2018, we made revisions to our estimates of expected revenues and costs on our large power projects in South Africa. As a result of these revisions, we reduced 2019 revenues by $23.5 ($17.5 and $6.0 in the first and second quarters, respectively) and 2018 revenues by $2.7, and 2019 segment income by $23.5 ($17.5 and $6.0 in the first and second quarters, respectively) and 2018 segment income by $4.7.
(2)For 2020, includes$73.9 as well as charges of $9.4$2.3 for asbestos product liability matters incurred prior to the Asbestos Portfolio Sale, partially offset by a reduction in the fair value/liability associated with contingent consideration related to products that we no longer manufacture, netthe ECS acquisition of a gain$1.3. For 2021, includes income of $0.4$24.3 and $6.7 related to the reduction of the liabilities associated with contingent consideration for the ULC and ECS acquisitions, respectively, partially offset by charges of (i) $26.3 for asbestos product liability matters and (ii) $0.6 related to revisions to estimates of certain liabilities retained in connectionthe liability associated with the 2016 sale ofcontingent consideration for the dry cooling business.For 2019 and 2018, includes charges of $1.8 and $0.6, respectively, related to revisions to estimates of certain liabilities retained in connection with the 2016 sale of the dry cooling business.
(3)General corporate and eliminations is comprised of general corporate assets and includes elimination or netting of intercompany amounts, primarily related to certain deferred tax balances and cash management arrangements.
(4)Insurance recovery assets are associated with asbestos product liability matters. Refer to Note 15 for additional details.
(5)Revenues are included in the above geographic areas based on the country that recorded the revenue.
(8) Special Charges, Net
As part of our business strategy, we periodically right-size and consolidate operations to improve long-term results. Additionally, from time to time, we alter our business model to better serve customer demand, discontinue lower-margin product lines and rationalize and consolidate manufacturing capacity. Our restructuring and integration decisions are based, in part, on discounted cash flows and are designed to achieve our goals of reducing structural footprint and maximizing profitability. As a result of our strategic review process, we recorded net special charges of $3.2$0.8 in 2020, $4.42023, $0.4 in 2019,2022, and $3.7$1.0 in 2018.2021. These net special charges were primarily related to restructuring initiatives to consolidate manufacturing and sales facilities, reduce workforce, and rationalize certain product lines.
The components of the charges have been computed based on actual cash payouts, including severance and other employee benefits based on existing severance policies, local laws, and other estimated exit costs, and our estimate of the realizable value of the affected tangible assets.
Impairments of long-lived assets, which represent non-cash asset write-downs, typically arise from business restructuring decisions that lead to the disposition of assets no longer required in the restructured business. For these situations, we recognize a loss when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Fair values for assets subject to impairment testing are determined primarily by management, taking into consideration various factors including third-party appraisals, quoted market prices and previous experience. If an asset remains in service at the decision date, the asset is written down to its fair value and the resulting net book value is depreciated over its remaining economic useful life. When we commit to a plan to sell an asset, including the initiation of a plan to locate a buyer, and it is probable that the asset will be sold within one year based on its current condition and sales price, depreciation of the asset is discontinued and the asset is classified as an asset held for sale. The asset is written down to its fair value less any selling costs.
Liabilities for exit costs, including, among other things, severance, other employee benefit costs, and operating lease obligations on idle facilities, are measured initially at their fair value and recorded when incurred.
We anticipate that the liabilities related to restructuring actions will be paid within one year from the period in which the action was initiated.
Special charges for the years ended December 31, 2020, 20192023, 2022 and 20182021 are described in more detail below and in the applicable sections that follow:
| | Years Ended December 31, | | | Years Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Employee termination costs | |
| | | Years Ended December 31, |
| Non-cash asset write-downs | |
| | 2020 | | 2019 | | 2018 |
| Employee termination costs | $ | 1.8 | | | $ | 3.1 | | | $ | 3.7 | |
| Facility consolidation costs | 0 | | | 0.5 | | | 0 | |
| Other cash costs, net | 1.0 | | | 0 | | | 0 | |
| Non-cash asset write-downs | |
| | Non-cash asset write-downs | Non-cash asset write-downs | 0.4 | | | 0.8 | | | 0 | |
| Total | Total | $ | 3.2 | | | $ | 4.4 | | | $ | 3.7 | |
2023 Charges:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Employee
Termination
Costs | | | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| HVAC reportable segment | $ | 0.1 | | | | | $ | — | | | $ | — | | | $ | 0.1 | |
| Detection and Measurement reportable segment | 0.7 | | | | | — | | | — | | | 0.7 | |
| Corporate | — | | | | | — | | | — | | | — | |
| Total | $ | 0.8 | | | | | $ | — | | | $ | — | | | $ | 0.8 | |
2020HVAC – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses. This action resulted in the termination of 1 employee.
Detection & Measurement – Charges for 2023 related to severance costs associated with a restructuring action at one of the segment's location and inspection businesses. This action resulted in the termination of 14 employees.
2022 Charges:
| | Employee
Termination
Costs | | Facility
Consolidation
Costs | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| Employee
Termination
Costs | |
| Employee
Termination
Costs | |
| Employee
Termination
Costs | | | | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| HVAC reportable segment | HVAC reportable segment | $ | 0.5 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0.5 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 0.3 | | | 0 | | | 0 | | | 0 | | | 0.3 | |
| Engineered Solutions reportable segment | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Other | 0.8 | | | 0 | | | 0 | | | 0 | | | 0.8 | |
| Corporate | Corporate | 0.2 | | | 0 | | | 1.0 | | | 0.4 | | | 1.6 | |
| Total | Total | $ | 1.8 | | | $ | 0 | | | $ | 1.0 | | | $ | 0.4 | | | $ | 3.2 | |
HVAC – Charges for 20202022 related to severance costs associated with a restructuring actionsaction at one of the segment’s Cooling Americas and Heatingcooling businesses. These actionsThis action resulted in the termination of 112 employees.
Detection & Measurement – Charges for 20202022 related to severance costs for a restructuring action at the segment’s bus fare collection systems business. The action resulted in the termination of 5 employees.
Other – Charges for 2020 related to severance costs incurred in connection with the wind-down activities at DBT, our South African subsidiary.
Corporate – Charges for 2020 related primarily to (i) asset impairment and other charges associated with the move to a new corporate headquarters and (ii) cost incurred for a legal entity reorganization initiative.
2019 Charges:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Employee
Termination
Costs | | Facility
Consolidation
Costs | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| HVAC reportable segment | $ | 0.2 | | | $ | 0.1 | | | $ | 0 | | | $ | 0.5 | | | $ | 0.8 | |
| Detection and Measurement reportable segment | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Engineered Solutions reportable segment | 0.1 | | | 0.4 | | | 0 | | | 0.3 | | | 0.8 | |
| Other | 2.6 | | | 0 | | | 0 | | | 0 | | | 2.6 | |
| Corporate | 0.2 | | | 0 | | | 0 | | | 0 | | | 0.2 | |
| Total | $ | 3.1 | | | $ | 0.5 | | | $ | 0 | | | $ | 0.8 | | | $ | 4.4 | |
HVAC – Charges for 2019 related primarily to severance, asset impairment, and other charges associated with the relocation of certain of the segment’s operations and severance costs associated with a restructuring action at the segment’s Cooling EMEAaids to navigation business. These actions resulted in the termination of 9 employees.
Engineered Solutions – Charges for 2019 related primarily to costs associated with the relocation of certain operations and an asset impairment charge. These actions resulted in the termination of 10employees.
Other – Charges for 2019 related to severance costs incurred in connection with the wind-down activities at DBT, our South African subsidiary. These actions resulted in the termination of 339 employees.
Corporate – Charges for 2019 related to severance costs incurred in connection with the rationalization of certain administrative functions.
20182021 Charges:
| | Employee
Termination
Costs | | Facility
Consolidation
Costs | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| Employee
Termination
Costs | |
| Employee
Termination
Costs | |
| Employee
Termination
Costs | | | | | Other
Cash Costs, Net | | Non-Cash
Asset
Write-downs | | Total
Special
Charges |
| HVAC reportable segment | HVAC reportable segment | $ | 0.8 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0.8 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Engineered Solutions reportable segment | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| Other | 2.4 | | | 0 | | | 0 | | | 0 | | | 2.4 | |
| Corporate | Corporate | 0.5 | | | 0 | | | 0 | | | 0 | | | 0.5 | |
| Total | Total | $ | 3.7 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 3.7 | |
HVAC — Charges for 20182021 related to severance costs associated with a restructuring action at one of the segment’s heating businesses. This action resulted in the termination of 6 employees.
Detection & Measurement — Charges for 2021 related primarily to severance costs associated with restructuring actions at the boilersegment's location and Cooling Americas’inspection businesses. These actionsThe action resulted in the termination of 1844 employees.
Other — Charges for 2018 related to severance costs incurred in connection with the wind-down activities at DBT. These actions resulted in the termination of 239 employees.
Corporate — Charges for 2018 related to severance costs incurred in connection with the rationalization of certain administrative functions. These actions resulted in the termination of 6 employees.
The following is an analysis of our restructuring liabilities for the years ended December 31, 2020, 20192023, 2022 and 2018:2021:
| | | 2020 | | 2019 | | 2018 |
| 2023 | |
| 2023 | |
| 2023 | | | 2022 | | 2021 |
| Balance at beginning of year | Balance at beginning of year | $ | 1.7 | | | $ | 1.1 | | | $ | 0.6 | |
Special charges(1) | Special charges(1) | 2.8 | | | 3.6 | | | 3.7 | |
| Utilization — cash | Utilization — cash | (2.8) | | | (2.9) | | | (3.2) | |
| Currency translation adjustment and other | (0.2) | | | (0.1) | | | 0 | |
| | Balance at the end of year | Balance at the end of year | $ | 1.5 | | | $ | 1.7 | | | $ | 1.1 | |
| Balance at the end of year | |
| Balance at the end of year | |
(1)The yearsyear ended December 31, 2020, 2019 and 20182022 excluded $0.4, $0.8 and $0.0, respectively,$0.3 of non-cash charges that impacted special charges but not the restructuring liabilities.
(9) Inventories, Net
Inventories are accounted for under the first-in, first-out method and are comprised of the following at December 31, 20202023 and 2019 comprised the following:2022:
| | December 31, |
| 2020 | | 2019 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| Finished goods | Finished goods | $ | 52.9 | | | $ | 57.6 | |
| Work in process | Work in process | 22.3 | | | 19.3 | |
| Raw materials and purchased parts | Raw materials and purchased parts | 101.5 | | | 90.3 | |
| Total FIFO cost | 176.7 | | | 167.2 | |
| Excess of FIFO cost over LIFO inventory value | (14.7) | | | (12.3) | |
| Total inventories | Total inventories | $ | 162.0 | | | $ | 154.9 | |
Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out (“LIFO”) method. These inventories were approximately 38% and 36% of total inventory at December 31, 2020 and 2019, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method.
(10) Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill, for the year ended December 31, 2020,2023, were as follows:
| | December 31,
2019 | | Goodwill
Resulting
from Business
Combinations (1) | | | Impairments | | Foreign
Currency
Translation | | December 31,
2020 |
| December 31,
2022 | |
| December 31,
2022 | |
| December 31,
2022 | | | Goodwill Resulting from Business Combinations (1) | | | | Impairments | | Foreign
Currency
Translation | | December 31,
2023 |
| HVAC reportable segment | HVAC reportable segment | | | | | | | | | | |
| Gross goodwill | |
| Gross goodwill | |
| Gross goodwill | Gross goodwill | $ | 277.1 | | | $ | 0.8 | | | | $ | 0 | | | $ | 3.5 | | | $ | 281.4 | |
| Accumulated impairments | Accumulated impairments | (144.6) | | | — | | | | — | | | (0.2) | | | (144.8) | |
| Goodwill | Goodwill | 132.5 | | | 0.8 | | | | 0 | | | 3.3 | | | 136.6 | |
| Detection and Measurement reportable segment | Detection and Measurement reportable segment | | | | | | | | | | |
| Gross goodwill | Gross goodwill | 304.1 | | | 42.7 | | | | 0 | | | 4.7 | | | 351.5 | |
| Accumulated impairments | (133.6) | | | — | | | | — | | | (0.9) | | | (134.5) | |
| Goodwill | 170.5 | | | 42.7 | | | | 0 | | | 3.8 | | | 217.0 | |
| Engineered Solutions reportable segment | | | | | | | | | | |
| Gross goodwill | Gross goodwill | 334.2 | | | 0 | | | | 0 | | | 7.9 | | | 342.1 | |
| Accumulated impairments | (187.9) | | | — | | | | — | | | (7.9) | | | (195.8) | |
| Goodwill | 146.3 | | | 0 | | | | 0 | | | 0 | | | 146.3 | |
| Other | | | | | | | | | | |
| Gross goodwill | Gross goodwill | 0 | | | 0 | | | | 0 | | | 0 | | | 0 | |
| Accumulated impairments | Accumulated impairments | 0 | | | — | | | | — | | | 0 | | | 0 | |
| Goodwill | Goodwill | 0 | | | 0 | | | | 0 | | | 0 | | | 0 | |
| Total | Total | | | | | | | | | | |
| Gross goodwill | Gross goodwill | 915.4 | | | 43.5 | | | | 0 | | | 16.1 | | | 975.0 | |
| Gross goodwill | |
| Gross goodwill | |
| Accumulated impairments | Accumulated impairments | (466.1) | | | — | | | | — | | | (9.0) | | | (475.1) | |
| Goodwill | Goodwill | $ | 449.3 | | | $ | 43.5 | | | | $ | 0 | | | $ | 7.1 | | | $ | 499.9 | |
(1) Reflects (i) goodwill acquired with the ULCTAMCO and Sensors & SoftwareASPEQ acquisitions of $37.3$51.3 and $5.4,$191.1, respectively, and a net(ii) an increase in Patterson-Kelley'sITL’s goodwill during 2020 of $0.4$0.8 resulting from revisions to the valuation of certain liabilities and tangible assets and an increase in SGS's goodwill during the first half of 2020 of $0.4 resulting from revisions to the valuation of certain income tax accounts.liabilities. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the ULCTAMCO and Sensors & SoftwareASPEQ acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.
The changes in the carrying amount of goodwill, for the year ended December 31, 2019,2022, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31,
2018 | | Goodwill
Resulting
from Business
Combinations (1) | | Impairments | | | | Foreign
Currency
Translation | | December 31,
2019 |
| HVAC reportable segment | | | | | | | | | | | |
| Gross goodwill | $ | 261.8 | | | $ | 15.7 | | | $ | 0 | | | | | $ | (0.4) | | | $ | 277.1 | |
| Accumulated impairments | (144.4) | | | — | | | — | | | | | (0.2) | | | (144.6) | |
| Goodwill | 117.4 | | | 15.7 | | | 0 | | | | | (0.6) | | | 132.5 | |
| Detection and Measurement reportable segment | | | | | | | | | | | |
| Gross goodwill | 265.0 | | | 40.4 | | | 0 | | | | | (1.3) | | | 304.1 | |
| Accumulated impairments | (134.3) | | | — | | | — | | | | | 0.7 | | | (133.6) | |
| Goodwill | 130.7 | | | 40.4 | | | 0 | | | | | (0.6) | | | 170.5 | |
| Engineered solutions reportable segment | | | | | | | | | | | |
| Gross goodwill | 335.3 | | | 0 | | | 0 | | | | | (1.1) | | | 334.2 | |
| Accumulated impairments | (189.0) | | | — | | | — | | | | | 1.1 | | | (187.9) | |
| Goodwill | 146.3 | | | 0 | | | 0 | | | | | 0 | | | 146.3 | |
| Other | | | | | | | | | | | |
| Gross goodwill | 0 | | | 0 | | | 0 | | | | | 0 | | | 0 | |
| Accumulated impairments | 0 | | | — | | | — | | | | | 0 | | | 0 | |
| Goodwill | 0 | | | 0 | | | 0 | | | | | 0 | | | 0 | |
| Total | | | | | | | | | | | |
| Gross goodwill | 862.1 | | | 56.1 | | | 0 | | | | | (2.8) | | | 915.4 | |
| Accumulated impairments | (467.7) | | | — | | | — | | | | | 1.6 | | | (466.1) | |
| Goodwill | $ | 394.4 | | | $ | 56.1 | | | $ | 0 | | | | | $ | (1.2) | | | $ | 449.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31,
2021 | | Goodwill Resulting from Business Combinations (1) | | Impairments (2) | | | | Foreign
Currency
Translation | | December 31,
2022 |
| HVAC reportable segment | | | | | | | | | | | |
| Gross goodwill | $ | 528.9 | | | $ | 8.9 | | | $ | — | | | | | $ | (8.3) | | | $ | 529.5 | |
| Accumulated impairments | (334.1) | | | — | | | — | | | | | 5.9 | | | (328.2) | |
| Goodwill | 194.8 | | | 8.9 | | | — | | | | | (2.4) | | | 201.3 | |
| Detection and Measurement reportable segment | | | | | | | | | | | |
| Gross goodwill | 424.9 | | | 11.0 | | | — | | | | | (10.7) | | | 425.2 | |
| Accumulated impairments | (162.4) | | | — | | | (12.0) | | | | | 3.2 | | | (171.2) | |
| Goodwill | 262.5 | | | 11.0 | | | (12.0) | | | | | (7.5) | | | 254.0 | |
| Total | | | | | | | | | | | |
| Gross goodwill | 953.8 | | | 19.9 | | | — | | | | | (19.0) | | | 954.7 | |
| Accumulated impairments | (496.5) | | | — | | | (12.0) | | | | | 9.1 | | | (499.4) | |
| Goodwill | $ | 457.3 | | | $ | 19.9 | | | $ | (12.0) | | | | | $ | (9.9) | | | $ | 455.3 | |
(1) Reflects (i) goodwill acquired in connection with the Sabik, SGSITL acquisition of $10.8, (ii) and Patterson-Kelley acquisitionsincrease in Sealite’s goodwill of $41.2, $1.9 and $13.8, respectively, partially offset by a reduction in Cues' goodwill during the first quarter of 2019 of $0.8$0.2 resulting from revisions to the valuation of certain income tax accounts.assets and liabilities, and (iii) an increase in Cincinnati Fan's goodwill of $8.9 resulting from revisions to the valuation of certain assets and liabilities.
(2) During the fourth quarter of 2022, in connection with the annual impairment analyses of ULC's goodwill and indefinite-lived intangible assets, we determined that the carrying value of ULC's net assets exceeded fair value of the business, resulting in an impairment charge of $12.9, with $12.0 related to goodwill and $0.9 to the ULC trademarks. After such impairment charge, ULC had no goodwill and $5.4 of trademarks included in our consolidated balance sheet as of December 31, 2022.
Identifiable intangible assets were as follows:
| | December 31, 2020 | | December 31, 2019 |
| Gross
Carrying
Value | | Accumulated
Amortization | | Net
Carrying
Value | | Gross
Carrying
Value | | Accumulated
Amortization | | Net
Carrying
Value |
| December 31, 2023 | | | December 31, 2023 | | December 31, 2022 |
| Gross
Carrying
Value | | | Gross
Carrying
Value | | Accumulated
Amortization | | Net
Carrying
Value | | Gross
Carrying
Value | | Accumulated
Amortization | | Net
Carrying
Value |
Intangible assets with determinable lives:(1) | Intangible assets with determinable lives:(1) | | | | | | | | | | | |
| Customer relationships | |
| Customer relationships | |
| Customer relationships | Customer relationships | $ | 103.4 | | | $ | (16.2) | | | $ | 87.2 | | | $ | 77.4 | | | $ | (8.7) | | | $ | 68.7 | |
| Technology | Technology | 54.4 | | | (6.8) | | | 47.6 | | | 29.5 | | | (3.3) | | | 26.2 | |
| Patents | Patents | 4.5 | | | (4.5) | | | 0 | | | 4.5 | | | (4.5) | | | 0 | |
| Other | Other | 18.8 | | | (12.5) | | | 6.3 | | | 12.6 | | | (9.2) | | | 3.4 | |
| 181.1 | | | (40.0) | | | 141.1 | | | 124.0 | | | (25.7) | | | 98.3 | |
| 592.6 | |
Trademarks with indefinite lives (2) | Trademarks with indefinite lives (2) | 163.9 | | | — | | | 163.9 | | | 153.4 | | | — | | | 153.4 | |
Total | Total | $ | 345.0 | | | $ | (40.0) | | | $ | 305.0 | | | $ | 277.4 | | | $ | (25.7) | | | $ | 251.7 | |
(1)The identifiable intangible assets associated with the ULC and Sensors & Software acquisitionsTAMCO acquisition consist of customer relationships of $60.4, technology of $9.4, definite-lived trademarks of $3.2, and backlog of $4.6 and $0.1, respectively,$1.0. The identifiable intangible assets associated with the ASPEQ acquisition consist of customer relationships of $22.8 and $2.3, respectively,$142.3, technology of $21.9$47.8, and $2.4, respectively, and non-compete agreementsbacklog of $1.7 and $0.1, respectively.$4.5.
(2)Changes during 2020 related primarily toIncludes $51.5 of indefinite-lived trademarks associated with the acquisition of ULC and Sensors & Software trademarks of $7.6 and $1.8, respectively.ASPEQ acquisition.
Amortization expense was $14.0, $8.9 $43.9, $28.5 and $4.1$21.6 for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. Estimated amortization expense is approximately $17.0$46.0 for 20212024 and $15.0 over each of the four years thereafter related to these intangible assets.thereafter.
At December 31, 2020,2023, the net carrying value of intangible assets with determinable lives consisted of $24.4$336.7 in the HVAC reportable segment and $116.7$122.8 in the Detection and Measurement reportable segment. Trademarks with indefinite lives consisted of $96.7$156.7 in the HVAC reportable segment $58.1and $64.6 in the Detection and Measurement reportable segment,segment.
As indicated in Note 1, we review goodwill and $9.1 in the Engineered Solutions reportable segment.
Consistent with the requirements of the Intangibles — Goodwill and Other Topic of the Codification, the fair values of our reporting units generally are estimated using discounted cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basisindefinite-lived intangible assets for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable industry price multiples. Many of our reporting units closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost improvement initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Any significant change in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give rise to impairment in the period that the change becomes known.
We perform our annual goodwill impairment testingannually during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. Based on our annual goodwill impairment testing during the fourth quarter of 2020, we concluded that the estimated fair value of each of our reporting units, exclusive of Cues and Patterson-Kelley, exceeded the carrying value of their respective net assets by over 75%. The estimated fair values of Cues and Patterson-Kelley exceeded the carrying value of their respective net assets by approximately 12% and 3%, while the total goodwill for Cues and Patterson-Kelley was $47.9 and $14.2, respectively, as of December 31, 2020. A change in assumptions used in testing Cues’ and Patterson-Kelley’sIn reviewing goodwill for impairment, (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in Cues’ and/or Patterson-Kelley’s estimated fair value being less than the respective carrying valuewe initially perform a qualitative analysis. If there is an indication of their net assets. If Cues and/or Patterson-Kelleyimpairment, we then perform a quantitative analysis. Our quantitative analysis of trademarks is unable to achieve the financial forecasts included in their respective 2020 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Cues’ and/or Patterson-Kelley’s goodwill.
We perform our annual trademarks impairment testing during the fourth quarter, orbased on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions.
During the fourth quarter of 2023, we performed a quantitative analysis on the goodwill of our Engineered Air Movement (“EAM”) reporting unit (the aggregation of our Cincinnati Fan and TAMCO businesses). The basis for theseEAM analysis indicated that the fair value of its net assets exceeded the related carrying value by approximately 30%. A change in assumptions used in EAM's quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in the reporting unit’s estimated fair value being less than the carrying value. If EAM is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill. As of December 31, 2023, EAM’s goodwill totaled $106.7. In addition, the annualfair value of the assets related to the ASPEQ acquisition approximate their carrying value. If ASPEQ is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related its goodwill or indefinite-lived intangible assets. As of December 31, 2023, ASPEQ's goodwill and indefinite-lived intangible assets totaled $191.1 and $51.5, respectively.
We concluded during the third quarter of 2021 that the operating plan for eachand financial performance milestones related to the ULC contingent consideration would not be achieved, resulting in the reversal of the related businesses, which is prepared inliability of $24.3, with the fourthoffset recorded 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 quantitative analyses of ULC’s goodwill and indefinite-lived intangible assets for impairment during the third quarter
of each year.2021. Based on such testing, 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 of $24.3 during the third quarter, with $23.3 related to goodwill and the remainder to trademarks. In connection with theour annual impairment testinganalyses of our trademarksULC’s goodwill and indefinite-lived intangibles, during the fourth quarter of 2020,2021, we determined that the carrying value of ULC’s net assets exceeded the implied fair value of the business by $5.2. As a result, we recorded impairment charges of $0.7$4.9 and $0.3 related to certainthe business’s goodwill and trademarks, respectively. As previously discussed, our fourth quarter 2022 quantitative analysis of thesethe ULC reporting unit resulted in an impairment charge of $12.9, with $12.0 related to goodwill and $0.9 to the ULC trademarks.
As indicated in Note 1, the COVID-19 pandemic could have an adverse impact on our future operating results. AsDuring 2023, 2022 and 2021, we recorded impairment charges of December 31, 2020, there are no indications that the carrying value of our goodwill$0.0, $0.5, and other intangible assets may not be recoverable. However, a prolonged adverse impact of the COVID-19 pandemic on our future operating results may require an impairment charge$0.5, respectively, related to one or more of these assets in a future period.
(11) Employee Benefit Plans
Overview — Defined benefit pension plans cover a portion of our salaried and hourly paid employees, including certain employees in foreign countries. Beginning in 2001, we discontinued providing these pension benefits generally to newly hired employees. Effective January 31, 2018, we no longer providediscontinued providing service credits to active participants.
We have domestic postretirement plans that provide health and life insurance benefits to certain retirees and their dependents. Beginning in 2003, we discontinued providing these postretirement benefits generally to newly hired employees.
The plan year-end date for all our plans is December 31.
Actuarial Gains and Losses - As indicated in Notes 1 and 2, changes in fair value of plan assets and actuarial gains and losses related to our pension and postretirement plans are recorded to earnings during the fourth quarter of each year, unless earlier remeasurement is required.
During the fourth quarter of 2023, we initiated the wind-up of our Canadian defined benefit pension plans, collectively the (“Canadian Pension Plans”). The Company is currently seeking regulatory approval for the wind-up, and we expect the process to be completed during 2025. This action had no material impact on the consolidated financial statements for the year ended December 31, 2023.
Defined Benefit Pension Plans
Plan assets — Our investment strategy is based on the long-term growth and protection of principleprincipal while mitigating overall risk to ensure that funds are available to pay benefit obligations. The domestic plan assets are invested in a broad range of
investment classes, including fixed income securities and domestic and international equities. We engage various investment managers who are regularly evaluated on long-term performance, adherence to investment guidelines and the ability to manage risk commensurate with the investment style and objective for which they were hired. We continuously monitor the value of assets by class and routinely rebalance our portfolio with the goal of meeting our target allocations.
The strategy for bonds emphasizes investment-grade corporate and government debt with maturities matching a portion of the longer duration pension liabilities. The bonds strategy also includes a high yield element, although minimal, which is generally shorter in duration. The strategy for equity assets is to minimize concentrations of risk by investing primarily in companies in a diversified mix of industries worldwide, while targeting neutrality in exposure to global versus regional markets, fund types and fund managers. A small portion of U.S. plan assets (Level 3 assets) is allocated to private equity partnerships and real estate asset fund investments (Level 3 assets) for diversification, providing opportunities for above market returns.
Allowable investments under the plan agreements include fixed income securities, equity securities, mutual funds, venture capital funds, real estate and cash and equivalents. In addition, investments in futures and option contracts, commodities and other derivatives are allowed in commingled fund allocations managed by professional investment managers. Investments prohibited under the plan agreements include private placements and short selling of stock. No shares of our common stock were held by our defined benefit pension plans as of December 31, 20202023 or 2019.
Actual asset allocation percentages of each class of our domestic and foreign pension plan assets as of December 31, 20202023 and 2019,2022, along with the current targeted asset investment allocation percentages, each of which is based on the midpoint of an allocation range, were as follows:
Domestic Pension Plans
| | | | | | | | | | | | | | | | | |
| Actual
Allocations | | Mid-point of Target
Allocation Range |
| 2020 | | 2019 | | 2020 |
| Fixed income common trust funds | 68 | % | | 67 | % | | 65 | % |
| Commingled global fund allocation | 11 | % | | 17 | % | | 18 | % |
| | | | | |
| Global equity common trust funds | 5 | % | | 5 | % | | 5 | % |
| | | | | |
| U.S. Government securities | 9 | % | | 9 | % | | 10 | % |
Short-term investments (1) | 7 | % | | 2 | % | | 2 | % |
| | | | | |
| Total | 100 | % | | 100 | % | | 100 | % |
| | | | | | | | | | | | | | | | | |
| Actual
Allocations | | Mid-point of Target
Allocation Range |
| 2023 | | 2022 | | 2023 |
| Fixed income common trust funds | 53 | % | | 68 | % | | 65 | % |
| Commingled global fund allocation | 4 | % | | 6 | % | | 6 | % |
| | | | | |
| Global equity common trust funds | 19 | % | | 15 | % | | 15 | % |
| | | | | |
| U.S. Government securities | 20 | % | | 8 | % | | 12 | % |
Short-term investments and other (1) | 4 | % | | 3 | % | | 2 | % |
| | | | | |
| Total | 100 | % | | 100 | % | | 100 | % |
(1)Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts.
Foreign Pension Plans
| | | | | | | | | | | | | | | | | |
| Actual
Allocations | | Mid-point of Target
Allocation Range |
| 2020 | | 2019 | | 2020 |
| Global equity common trust funds | 9 | % | | 10 | % | | 9 | % |
| | | | | |
| Fixed income common trust funds | 65 | % | | 45 | % | | 66 | % |
| Commingled global fund allocation | 25 | % | | 37 | % | | 25 | % |
| | | | | |
| Non-U.S. Government securities | 0 | % | | 7 | % | | 0 | % |
Short-term investments (1) | 1 | % | | 1 | % | | 0 | % |
| Total | 100 | % | | 100 | % | | 100 | % |
| | | | | | | | | | | | | | | | | |
| Actual
Allocations | | Mid-point of Target
Allocation Range |
| 2023 | | 2022 | | 2023 |
| Global equity common trust funds | 3 | % | | 11 | % | | 3 | % |
| | | | | |
| Fixed income common trust funds | 73 | % | | 65 | % | | 72 | % |
| Commingled global fund allocation | 15 | % | | 23 | % | | 17 | % |
| | | | | |
| | | | | |
Short-term investments (1) | 9 | % | | 1 | % | | 8 | % |
| Total | 100 | % | | 100 | % | | 100 | % |
(1)Short-term investments are generally invested in actively managed common trust funds or interest-bearing accounts.
The fair values of pension plan assets at December 31, 2020,2023, by asset class, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Quoted Prices in Active
Markets for Identical
Assets
(Level 1) | | Significant
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Asset class: | | | | | | | |
| Debt securities: | | | | | | | |
Fixed income common trust funds (1) (2) | $ | 315.4 | | | $ | 0 | | | $ | 315.4 | | | $ | 0 | |
| | | | | | | |
| Non-U.S. Government securities | 0.3 | | | 0 | | | 0.3 | | | 0 | |
| U.S. Government securities | 25.2 | | | 0 | | | 25.2 | | | 0 | |
| Equity securities: | | | | | | | |
Global equity common trust funds (1) (3) | 32.1 | | | 0 | | | 32.1 | | | 0 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Alternative investments: | | | | | | | |
Commingled global fund allocations (1) (4) | 81.7 | | | 0 | | | 81.7 | | | 0 | |
| Other: | | | | | | | |
Short-term investments (5) | 22.5 | | | 22.5 | | | 0 | | | 0 | |
| Other | 0.9 | | | 0 | | | 0 | | | 0.9 | |
| Total | $ | 478.1 | | | $ | 22.5 | | | $ | 454.7 | | | $ | 0.9 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Quoted Prices in Active
Markets for Identical
Assets (Level 1) | | Significant
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Asset class: | | | | | | | |
| Debt securities: | | | | | | | |
Fixed income common trust funds (1) (2) | $ | 180.3 | | | $ | — | | | $ | 180.3 | | | $ | — | |
| | | | | | | |
| | | | | | | |
| U.S. Government securities | 34.4 | | | — | | | 34.4 | | | — | |
| Equity securities: | | | | | | | |
Global equity common trust funds (1) (3) | 36.4 | | | — | | | 36.4 | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Alternative investments: | | | | | | | |
Commingled global fund allocations (1) (4) | 26.1 | | | — | | | 26.1 | | | — | |
| Other: | | | | | | | |
Short-term investments (5) | 17.4 | | | 14.7 | | | 2.7 | | | — | |
| Other | 0.9 | | | — | | | — | | | 0.9 | |
| Total | $ | 295.5 | | | $ | 14.7 | | | $ | 279.9 | | | $ | 0.9 | |
The fair values of pension plan assets at December 31, 2019,2022, by asset class, were as follows:
| | Total | | Quoted Prices in Active
Markets for Identical
Assets (Level 1) | | Significant
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Total | | | Total | | Quoted Prices in Active
Markets for Identical
Assets (Level 1) | | Significant
Observable Inputs
(Level 2) | | Significant
Unobservable
Inputs
(Level 3) |
| Asset class: | Asset class: | | | | | | | |
| Debt securities: | Debt securities: | |
| Debt securities: | |
| Debt securities: | |
Fixed income common trust funds (1) (2) | |
Fixed income common trust funds (1) (2) | |
Fixed income common trust funds (1) (2) | Fixed income common trust funds (1) (2) | $ | 255.6 | | | $ | 0 | | | $ | 255.6 | | | $ | 0 | |
| | Non-U.S. Government securities | Non-U.S. Government securities | 13.2 | | | 0 | | | 13.2 | | | 0 | |
| Non-U.S. Government securities | |
| Non-U.S. Government securities | |
| U.S. Government securities | U.S. Government securities | 24.5 | | | 0 | | | 24.5 | | | 0 | |
| Equity securities: | Equity securities: | |
Global equity common trust funds (1) (3) | |
Global equity common trust funds (1) (3) | |
Global equity common trust funds (1) (3) | Global equity common trust funds (1) (3) | 30.1 | | | 0 | | | 30.1 | | | 0 | |
| Alternative Investments: | Alternative Investments: | |
| Commingled global fund allocations (1) (4) | Commingled global fund allocations (1) (4) | 110.3 | | | 0 | | | 110.3 | | | 0 | |
| Commingled global fund allocations (1) (4) | |
| Commingled global fund allocations (1) (4) | |
| Other: | Other: | |
Short-term investments (5) | |
Short-term investments (5) | |
Short-term investments (5) | Short-term investments (5) | 7.1 | | | 7.1 | | | 0 | | | 0 | |
| Other | Other | 0.9 | | | 0 | | | 0 | | | 0.9 | |
| Total | Total | $ | 441.7 | | | $ | 7.1 | | | $ | 433.7 | | | $ | 0.9 | |
(1)Common/commingled trust funds are similar to mutual funds, with a daily net asset value per share measured by the fund sponsor and used as the basis for current transactions. These investments, however, are not registered with the U.S. Securities and Exchange Commission and participation is not open to the public. The funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
(2)This class represents investments in actively managed common trust funds that invest in a variety of fixed income investments, which may include corporate bonds, both U.S. and non-U.S. municipal and government securities, interest rate swaps, options and futures.
(3)This class represents investments in actively managed common trust funds that invest primarily in equity securities, which may include common stocks, options and futures.
(4)This class represents investments in actively managed common trust funds with investments in both equity and debt securities. The investments may include common stock, corporate bonds, U.S. and non-U.S. municipal securities, interest rate swaps, options and futures.
(5)Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in actively managed common trust funds or interest-bearing accounts.
Employer Contributions — We currently fund U.S. pension plans in amounts equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, plus additional amounts that may be approved from time to time. During 20202023, we made 0no contributions to our qualified domestic pension plans and made direct benefit payments of $5.8$5.4 to our non-qualified domestic pension plans. In 2021,2024, we do not expect to make any minimum required funding contributions to our
qualified domestic pension plans and expect to make direct benefit payments of $5.4$5.2 to our non-qualifiednon-qualified domestic pension plans.
In 2020,2023, we made contributions of $0.9 of $1.8 to our foreign pension plans. In 2021,2024, we expect to make contributions of $1.0$1.6 to our foreign pension plans.
Estimated Future Benefit Payments — Following is a summary, as of December 31, 2020,2023, of the estimated future benefit payments for our pension plans in each of the next five fiscal years and in the aggregate for five fiscal years thereafter. Benefit payments are paid from plan assets or directly by us for our non-funded plans. The expected benefit payments are estimated based on the same assumptions used at December 31, 20202023 to measure our obligations and include benefits attributable to estimated future employee service.obligations.
Estimated future benefit payments:
(Domestic and foreign pension plans)
| | | | | | | | | | | |
| Domestic
Pension
Benefits | | Foreign
Pension
Benefits |
| 2024 | $ | 23.0 | | | $ | 7.0 | |
2025 (1) | 28.0 | | | 39.4 | |
| 2026 | 28.7 | | | 4.1 | |
| 2027 | 27.2 | | | 4.4 | |
| 2028 | 25.7 | | | 4.3 | |
| Subsequent five years | 84.6 | | | 24.9 | |
| | | | | | | | | | | |
| Domestic
Pension
Benefits | | Foreign
Pension
Benefits |
| 2021 | $ | 25.1 | | | $ | 5.0 | |
| 2022 | 26.3 | | | 6.2 | |
| 2023 | 25.7 | | | 6.1 | |
| 2024 | 25.5 | | | 6.4 | |
| 2025 | 24.5 | | | 7.4 | |
| Subsequent five years | 105.4 | | | 37.7 | |
(1) Payments for the foreign pension plans include amounts payable of $35.1 in connection with the Canadian Pension Plans wind-up mentioned above.
Obligations and Funded Status — The funded status of our pension plans is dependent upon many factors, including returns on invested assets and the level of market interest rates. Our non-funded pension plans account for $66.246.3 of the current underfunded status, as these plans are not required to be funded. The following tables show the domestic and foreign pension plans’ funded status and amounts recognized in our consolidated balance sheets:
| | Domestic Pension
Plans | | Foreign Pension
Plans |
| 2020 | | 2019 | | 2020 | | 2019 |
| Domestic Pension
Plans | | | Domestic Pension
Plans | | Foreign Pension
Plans |
| 2023 | | | 2023 | | 2022 | | 2023 | | 2022 |
| Change in projected benefit obligation: | Change in projected benefit obligation: | | | | | | | |
| Projected benefit obligation — beginning of year | |
| Projected benefit obligation — beginning of year | |
| Projected benefit obligation — beginning of year | Projected benefit obligation — beginning of year | $ | 348.2 | | | $ | 320.9 | | | $ | 175.0 | | | $ | 158.2 | |
| | Service cost | Service cost | 0 | | | 0 | | | 0 | | | 0 | |
| Service cost | |
| Service cost | |
| Interest cost | Interest cost | 10.8 | | | 13.3 | | | 3.8 | | | 4.8 | |
| | Actuarial losses | 30.4 | | | 32.4 | | | 14.3 | | | 13.2 | |
| Actuarial (gains) losses | |
| Actuarial (gains) losses | |
| Actuarial (gains) losses | |
| Settlements | Settlements | (10.3) | | | (12.7) | | | 0 | | | 0 | |
| Acquisition | 0 | | | 7.1 | | | 0 | | | 0 | |
| | Benefits paid | |
| | Benefits paid | |
| | Benefits paid | Benefits paid | (14.4) | | | (12.8) | | | (6.7) | | | (8.0) | |
| Foreign exchange and other | Foreign exchange and other | 0 | | | 0 | | | 5.8 | | | 6.8 | |
| Projected benefit obligation — end of year | Projected benefit obligation — end of year | $ | 364.7 | | | $ | 348.2 | | | $ | 192.2 | | | $ | 175.0 | |
The actuarial gains and losses for all pension plans in 20202023 and 20192022 were primarily related to a change in the discount rate used to measure the benefit obligations of those plans.
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Pension
Plans | | Foreign Pension
Plans |
| 2020 | | 2019 | | 2020 | | 2019 |
| Change in plan assets: | | | | | | | |
| Fair value of plan assets — beginning of year | $ | 263.6 | | | $ | 238.0 | | | $ | 178.1 | | | $ | 159.2 | |
| Actual return on plan assets | 35.1 | | | 35.7 | | | 19.9 | | | 19.4 | |
| Contributions (employer and employee) | 5.8 | | | 6.2 | | | 0.9 | | | 1.0 | |
| Settlements | (10.3) | | | (12.7) | | | 0 | | | 0 | |
| Benefits paid | (14.4) | | | (12.8) | | | (6.7) | | | (8.0) | |
| Acquisition | 0 | | | 9.2 | | | 0 | | | 0 | |
| Foreign exchange and other | 0 | | | 0 | | | 6.1 | | | 6.5 | |
| | | | | | | |
| Fair value of plan assets — end of year | $ | 279.8 | | | $ | 263.6 | | | $ | 198.3 | | | $ | 178.1 | |
| Funded status at year-end | (84.9) | | | (84.6) | | | 6.1 | | | 3.1 | |
| Amounts recognized in the consolidated balance sheets consist of: | | | | | | | |
| Other assets | $ | 2.6 | | | $ | 2.3 | | | $ | 8.6 | | | $ | 6.2 | |
| | | | | | | |
| Accrued expenses | (5.4) | | | (5.5) | | | 0 | | | 0 | |
| | | | | | | |
| Other long-term liabilities | (82.1) | | | (81.4) | | | (2.5) | | | (3.1) | |
| Net amount recognized | $ | (84.9) | | | $ | (84.6) | | | $ | 6.1 | | | $ | 3.1 | |
| Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service (credits) costs | (0.2) | | | (0.3) | | | 1.2 | | | 1.2 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Pension
Plans | | Foreign Pension
Plans |
| 2023 | | 2022 | | 2023 | | 2022 |
| Change in plan assets: | | | | | | | |
| Fair value of plan assets — beginning of year | $ | 176.8 | | | $ | 260.4 | | | $ | 115.9 | | | $ | 193.6 | |
| Actual return on plan assets | 10.9 | | | (56.6) | | | 6.9 | | | (54.4) | |
| Contributions (employer and employee) | 5.4 | | | 5.6 | | | 1.8 | | | 1.0 | |
| Settlements | — | | | (17.1) | | | — | | | — | |
| Benefits paid | (21.8) | | | (15.5) | | | (6.6) | | | (6.9) | |
| | | | | | | |
| Foreign exchange and other | — | | | — | | | 6.2 | | | (17.4) | |
| | | | | | | |
| Fair value of plan assets — end of year | $ | 171.3 | | | $ | 176.8 | | | $ | 124.2 | | | $ | 115.9 | |
| Funded status at year-end | $ | (74.4) | | | $ | (70.1) | | | $ | 4.0 | | | $ | 6.4 | |
| Amounts recognized in the consolidated balance sheets consist of: | | | | | | | |
| Other assets | $ | 1.9 | | | $ | 1.8 | | | $ | 4.1 | | | $ | 6.5 | |
| | | | | | | |
| Accrued expenses | (5.1) | | | (5.1) | | | — | | | — | |
| | | | | | | |
| Other long-term liabilities | (71.2) | | | (66.8) | | | (0.1) | | | (0.1) | |
| Net amount recognized | $ | (74.4) | | | $ | (70.1) | | | $ | 4.0 | | | $ | 6.4 | |
| Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service costs | $ | — | | | $ | — | | | $ | 1.0 | | | $ | 1.0 | |
The following is information about our pension plans that had accumulated benefit obligations in excess of the fair value of their plan assets at December 31, 20202023 and 2019:2022:
| | Domestic Pension
Plans | | Foreign Pension
Plans |
| 2020 | | 2019 | | 2020 | | 2019 |
| Domestic Pension
Plans | | | Domestic Pension
Plans | | Foreign Pension
Plans |
| 2023 | | | 2023 | | 2022 | | 2023 | | 2022 |
| Projected benefit obligation | Projected benefit obligation | $ | 357.9 | | | $ | 341.2 | | | $ | 50.9 | | | $ | 47.8 | |
| Accumulated benefit obligation | Accumulated benefit obligation | 357.9 | | | 341.2 | | | 50.9 | | | 47.8 | |
| Fair value of plan assets | Fair value of plan assets | 270.4 | | | 254.3 | | | 48.4 | | | 44.7 | |
The accumulated benefit obligation for all domestic and foreign pension plans wasw $364.7as $245.7 and $192.2, r$120.2, resespectively,pectively, at December 31, 20202023 and $348.2$246.9 and $175.0,$109.5, respectively, at December 31, 2019.2022.
Components of Net Periodic Pension Benefit (Income) Expense (Income) — Net periodic pension benefit (income) expense (income) for our domestic and foreign pension plans included the following components:
Domestic Pension Plans
| | | | Year ended December 31, | | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Service cost | Service cost | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Interest cost | Interest cost | 10.8 | | | 13.3 | | | 12.3 | |
| Expected return on plan assets | Expected return on plan assets | (9.5) | | | (9.8) | | | (10.3) | |
| Amortization of unrecognized prior service credits | Amortization of unrecognized prior service credits | (0.1) | | | (0.1) | | | (0.2) | |
Recognized net actuarial (gains) losses (1) | Recognized net actuarial (gains) losses (1) | 4.7 | | | 6.5 | | | (0.2) | |
| Total net periodic pension benefit expense | $ | 5.9 | | | $ | 9.9 | | | $ | 1.6 | |
| Total net periodic pension benefit (income) expense | |
(1)Consists primarily of our reported actuarial (gains) losses, the difference between actual and expected returns on plan assets, and settlement gains (losses), and curtailment gains (losses).losses.
Foreign Pension Plans
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Service cost | Service cost | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Interest cost | Interest cost | 3.8 | | | 4.8 | | | 4.7 | |
| Expected return on plan assets | Expected return on plan assets | (5.7) | | | (6.7) | | | (7.5) | |
| Recognized net actuarial losses (1) | 0.2 | | | 1.0 | | | 9.1 | |
| Amortization of unrecognized prior service costs | |
Recognized net actuarial (gains) losses (1) | |
| Total net periodic pension benefit (income) expense | Total net periodic pension benefit (income) expense | $ | (1.7) | | | $ | (0.9) | | | $ | 6.3 | |
(1)Consists of our reported actuarial (gains) losses and the difference between actual and expected returns on plan assets.
Assumptions — Actuarial assumptions used in accounting for our domestic and foreign pension plans were as follows:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Domestic Pension Plans | Domestic Pension Plans | | | | | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
Discount rate (1) | |
Discount rate (1) | |
Discount rate (1) | | 5.54 | % | | 3.99 | % | | 2.35 | % |
| Rate of increase in compensation levels | | Rate of increase in compensation levels | N/A | | N/A |
| Expected long-term rate of return on assets | | Expected long-term rate of return on assets | 5.23 | % | | 3.23 | % | | 3.22 | % |
| Weighted-average actuarial assumptions used in determining year-end benefit obligations: | |
| Discount rate | |
| Discount rate | |
| Discount rate | | 5.18 | % | | 5.54 | % | | 2.83 | % |
| Rate of increase in compensation levels | | Rate of increase in compensation levels | N/A | | N/A |
| Foreign Pension Plans | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Discount rate | |
| Discount rate | |
| Discount rate | Discount rate | 3.16 | % | | 4.29 | % | | 3.57 | % | 5.15 | % | | 2.19 | % | | 1.76 | % |
| Rate of increase in compensation levels | Rate of increase in compensation levels | N/A | | N/A | | N/A | Rate of increase in compensation levels | N/A | | N/A |
| Expected long-term rate of return on assets | Expected long-term rate of return on assets | 3.75 | % | | 4.25 | % | | 4.00 | % | Expected long-term rate of return on assets | 6.08 | % | | 3.44 | % | | 3.31 | % |
| Weighted-average actuarial assumptions used in determining year-end benefit obligations: | Weighted-average actuarial assumptions used in determining year-end benefit obligations: | |
| Discount rate | Discount rate | 2.35 | % | | 3.16 | % | | 4.29 | % |
| Rate of increase in compensation levels | N/A | | N/A | | N/A |
| Foreign Pension Plans | |
| Weighted-average actuarial assumptions used in determining net periodic pension expense: | |
| Discount rate | |
| Discount rate | Discount rate | 2.27 | % | | 3.02 | % | | 2.76 | % | 4.83 | % | | 5.15 | % | | 2.19 | % |
| Rate of increase in compensation levels | Rate of increase in compensation levels | N/A | | N/A | | N/A | Rate of increase in compensation levels | N/A | | N/A |
| Expected long-term rate of return on assets | 3.81 | % | | 4.69 | % | | 4.50 | % |
| Weighted-average actuarial assumptions used in determining year-end benefit obligations: | |
| Discount rate | 1.76 | % | | 2.27 | % | | 3.02 | % |
| Rate of increase in compensation levels | N/A | | N/A | | N/A |
(1) The discount rate for the year ended December 31, 2022 includes adjustments due to remeasurements in the U.S. Plan during the second and third quarters of 2022.
We review the pension assumptions annually. Pension income or expense for the year is determined using assumptions as of the beginning of the year (except for the effects of recognizing changes in the fair value of plan assets and actuarial gains and losses in the fourth quarter of each year), while the funded status is determined using assumptions as of the end of the year. We determined assumptions and established them at the respective balance sheet date using the following principles: (i) the expected long-term rate of return on plan assets is established based on forward looking long-term expectations of asset returns over the expected period to fund participant benefits based on the target investment mix of our plans and (ii) the discount rate is primarily determined by matching the expected projected benefit obligation cash flows for each of the plans to a yield curve that is representative of long-term, high-quality (rated AA or higher) fixed income debt instruments as of the measurement date.
Postretirement Benefit Plans
Transfer of Retiree Life Insurance Benefits - 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 paid to the insurance carrier of $10.0. This transaction resulted in a settlement loss of $0.7 recorded to “Other
income (expense), net” during 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”.
Employer Contributions and Future Benefit Payments — Our postretirement medical plans are unfunded and have 0no plan assets, but are instead funded by us on a pay-as-you-go basis in the form of direct benefit payments or policy premium payments. In 2020,2023, we made benefit payments of $6.6$4.0 to our postretirementpostretirement benefit plans. Following is a summary, as of December 31, 2020,2023, of the estimated future benefit payments for our postretirement plans in each of the next five fiscal years and in the aggregate for five fiscal years thereafter. The expected benefit payments are estimated based on the same assumptions used at December 31, 20202023 to measure our obligations and include benefits attributable to estimated future employee service.obligations.
| | | | | |
| Postretirement Payments |
| 2021 | $ | 6.8 | |
| 2022 | 6.2 | |
| 2023 | 5.6 | |
| 2024 | 5.0 | |
| 2025 | 4.6 | |
| Subsequent five years | 17.0 | |
| | | | | |
| Postretirement Payments |
| 2024 | $ | 3.7 | |
| 2025 | 3.3 | |
| 2026 | 3.0 | |
| 2027 | 2.7 | |
| 2028 | 2.5 | |
| Subsequent five years | 9.1 | |
Obligations and Funded Status — The following tables show the postretirement plans’ funded status and amounts recognized in our consolidated balance sheets:
| | Postretirement
Plans | | | Postretirement
Plans |
| 2023 | | | 2023 | | 2022 |
| Change in projected postretirement benefit obligation: | |
| Projected postretirement benefit obligation — beginning of year | |
| Projected postretirement benefit obligation — beginning of year | |
| Projected postretirement benefit obligation — beginning of year | |
| | Interest cost | |
| Interest cost | |
| Interest cost | |
| Loss on settlement of retiree life insurance benefits | |
| Actuarial (gains) losses | |
| Transfer to insurance carrier for cash consideration | |
| Benefits paid | |
| | | Postretirement
Plans |
| | 2020 | | 2019 |
| Change in projected postretirement benefit obligation: | | | |
| Projected postretirement benefit obligation — beginning of year | $ | 63.6 | | | $ | 68.8 | |
| Projected postretirement benefit obligation — end of year | |
| | Interest cost | 1.6 | | | 2.4 | |
| Actuarial losses | 1.9 | | | 2.5 | |
| Benefits paid | (6.6) | | | (8.1) | |
| | Plan amendment | 0 | | | (1.8) | |
| Other | 0 | | | (0.2) | |
| Projected postretirement benefit obligation — end of year | |
| | Projected postretirement benefit obligation — end of year | Projected postretirement benefit obligation — end of year | $ | 60.5 | | | $ | 63.6 | |
| Funded status at year-end | Funded status at year-end | $ | (60.5) | | | $ | (63.6) | |
| Amounts recognized in the consolidated balance sheets consist of: | Amounts recognized in the consolidated balance sheets consist of: | |
| Accrued expenses | Accrued expenses | $ | (6.7) | | | $ | (7.2) | |
| Accrued expenses | |
| Accrued expenses | |
| | Other long-term liabilities | |
| Other long-term liabilities | |
| Other long-term liabilities | Other long-term liabilities | (53.8) | | | (56.4) | |
| Net amount recognized | Net amount recognized | $ | (60.5) | | | $ | (63.6) | |
| Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits | Amount recognized in accumulated other comprehensive income (pre-tax) consists of — net prior service credits | $ | (20.2) | | | $ | (24.9) | |
The actuarial gains and losses for our postretirement benefit plans in 20202023 and 20192022 were primarily related to a change in the discount rate used to measure the benefit obligations of those plans.
The net periodic postretirement benefit expense (income)income included the following components:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Service cost | Service cost | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Interest cost | Interest cost | 1.6 | | | 2.4 | | | 2.3 | |
| Amortization of unrecognized prior service credits | Amortization of unrecognized prior service credits | (4.7) | | | (4.0) | | | (4.0) | |
| Settlement loss (1) | |
Settlement loss (1) | |
Settlement loss (1) | |
| Recognized net actuarial (gains) losses | Recognized net actuarial (gains) losses | 1.9 | | | 2.5 | | | (2.3) | |
| Net periodic postretirement benefit (income) expense | $ | (1.2) | | | $ | 0.9 | | | $ | (4.0) | |
| Net periodic postretirement benefit income | |
(1)Relates to the transfer of the retiree life insurance benefits obligation.
Actuarial assumptions used in accounting for our domestic postretirement plans were as follows:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Assumed health care cost trend rates: | Assumed health care cost trend rates: | | | | | |
| Health care cost trend rate for next year | |
| Health care cost trend rate for next year | |
| Health care cost trend rate for next year | Health care cost trend rate for next year | 6.50 | % | | 6.75 | % | | 7.00 | % | 6.75 | % | | 7.00 | % | | 6.25 | % |
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 5.00 | % | | 5.00 | % | | 5.00 | % | Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 5.00 | % | | 5.00 | % | | 5.00 | % |
| Year that the rate reaches the ultimate trend rate | Year that the rate reaches the ultimate trend rate | 2027 | | 2027 | | 2027 | Year that the rate reaches the ultimate trend rate | 2031 | | 2031 | | 2027 |
| Discount rate used in determining net periodic postretirement benefit expense | 2.97 | % | | 4.09 | % | | 3.34 | % |
Discount rate used in determining net periodic postretirement benefit expense (1) | | Discount rate used in determining net periodic postretirement benefit expense (1) | 5.50 | % | | 2.84 | % | | 2.00 | % |
| Discount rate used in determining year-end postretirement benefit obligation | Discount rate used in determining year-end postretirement benefit obligation | 2.00 | % | | 2.97 | % | | 4.09 | % | Discount rate used in determining year-end postretirement benefit obligation | 5.16 | % | | 5.50 | % | | 2.56 | % |
(1) The discount rate for the year ended December 31, 2022 includes an adjustment due to a remeasurement in the Plans that took place in the first quarter of 2022.
The accumulated postretirement benefit obligation was determined using the terms and conditions of our various plans, together with relevant actuarial assumptions and health care cost trend rates. It is our policy to review the postretirement assumptions annually. The assumptions are determined by us and are established based on our prior experience and our expectations that future health care cost trend rates will decline. In addition, we consider advice from independent actuaries.
Defined Contribution Retirement Plans
We maintain a defined contribution retirement plan (the “DC Plan”) pursuant to Section 401(k) of the U.S. Internal Revenue Code. Under the DC Plan, eligible U.S. employees may voluntarily contribute up to 50% of their compensation into the DC Plan and we match a portion of participating employees’ contributions. Our matching contributions are primarily made in newly issued shares of companySPX common stock and are issued at the prevailing market price. The matching contributions vest with the employee immediately upon the date of the match and there are no restrictions on the resale of SPX common stock held by employees.
Under the DC Plan, we contributed c0.276ontributed 0.127, 0.2870.149 and 0.2790.135 shares of our common stock to employee accounts in 2020, 20192023, 2022 and 2018,2021, respectively. Compensation expense is recorded based on the market value of shares as the shares are contributed to employee accounts. We recorded $$9.8 i11.3n 2023, and $7.8 in 2020, $10.3 in 20192022 and $9.4 in 20182021, as compensation expense related to the matching contribution.
Certain collectively-bargained employees participate in the DC Plan with company contributions not being made in companySPX common stock, although companySPX common stock is offered as an investment option under these plans.
We also maintain a Supplemental Retirement Savings Plan (“SRSP”), which permits certain members of our senior management and executive groups to defer eligible compensation in excess of the amounts allowed under the DC Plan. We match a portion of participating employees’ deferrals to the extent allowable under the SRSP provisions. The matching contributions vest with the participant immediately. Our funding of the participants’ deferrals and our matching contributions are held in certain mutual funds (as allowed under the SRSP), as directed by the participant. The fair values of these assets, which totaled $20.914.0 and $20.4$13.8 at December 31, 20202023 and 2019,2022, respectively, are based on quoted prices in active markets for identical assets (Level 1). In addition, the assets under the SRSP are available to the general creditors in the event of our bankruptcy and, thus, are maintained on our consolidated balance sheets within “Other assets,” with a corresponding amount in “Other long-term liabilities” for our obligation to the participants. Lastly, these assets are accounted for as trading securities. During 2020, 2019each of 2023, 2022 and 2018,2021, we recorded compensation expense of $0.2 $0.2 and $0.3, respectively, relating to our matching contributions to the SRSP.
(12) Income Taxes
Income (loss) from continuing operations before income taxes and the (provision for) benefit from income taxes consisted of the following:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Income from continuing operations: | | | | | |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Income (loss) from continuing operations: | |
| United States | |
| United States | |
| United States | United States | $ | 89.5 | | | $ | 89.4 | | | $ | 74.5 | |
| Foreign | Foreign | 27.0 | | | (4.4) | | | 10.0 | |
| $ | 116.5 | | | $ | 85.0 | | | $ | 84.5 | |
| (Provision for) benefit from income taxes: | | | | | |
| $ | |
| Provision for income taxes: | |
| Current: | Current: | |
| Current: | |
| Current: | |
| United States | |
| United States | |
| United States | United States | $ | (0.7) | | | $ | 6.8 | | | $ | 1.5 | |
| Foreign | Foreign | (3.8) | | | (5.5) | | | (3.2) | |
| Total current | Total current | (4.5) | | | 1.3 | | | (1.7) | |
| Deferred and other: | Deferred and other: | | | | | |
| United States | United States | (11.3) | | | (14.2) | | | (0.6) | |
| United States | |
| United States | |
| Foreign | Foreign | 0 | | | (1.0) | | | (0.3) | |
| Total deferred and other | Total deferred and other | (11.3) | | | (15.2) | | | (0.9) | |
| Total provision | Total provision | $ | (15.8) | | | $ | (13.9) | | | $ | (2.6) | |
The reconciliation of income tax computed at the U.S. federal statutory tax rate to our effective income tax rate was as follows:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Tax at U.S. federal statutory rate | Tax at U.S. federal statutory rate | 21.0 | % | | 21.0 | % | | 21.0 | % | Tax at U.S. federal statutory rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State and local taxes, net of U.S. federal benefit | State and local taxes, net of U.S. federal benefit | 3.2 | % | | 3.2 | % | | 2.9 | % | State and local taxes, net of U.S. federal benefit | 3.5 | % | | 9.6 | % | | 0.4 | % |
| U.S. credits and exemptions | U.S. credits and exemptions | (3.7) | % | | (4.9) | % | | (3.8) | % | U.S. credits and exemptions | (2.1) | % | | (13.4) | % | | (20.4) | % |
| Foreign earnings/losses taxed at different rates | Foreign earnings/losses taxed at different rates | (3.1) | % | | (7.6) | % | | (1.1) | % | Foreign earnings/losses taxed at different rates | 0.6 | % | | (9.7) | % | | 12.6 | % |
| Nondeductible expenses | Nondeductible expenses | 1.5 | % | | 2.6 | % | | 2.4 | % | Nondeductible expenses | 2.0 | % | | 7.7 | % | | 3.3 | % |
| Adjustments to uncertain tax positions | Adjustments to uncertain tax positions | (3.0) | % | | (0.5) | % | | (8.4) | % | Adjustments to uncertain tax positions | (0.6) | % | | (9.4) | % | | (2.4) | % |
| Changes in valuation allowance | 1.0 | % | | 5.4 | % | | (8.0) | % |
Changes in valuation allowance (1) | | Changes in valuation allowance (1) | (1.0) | % | | (19.6) | % | | 47.9 | % |
| Share-based compensation | Share-based compensation | (2.5) | % | | (2.2) | % | | (2.2) | % | Share-based compensation | (1.0) | % | | (6.4) | % | | (1.8) | % |
| | U.S. tax reform | 0 | % | | 0 | % | | (0.8) | % |
Capital loss (1) | |
| Capital loss (1) | |
| Capital loss (1) | | — | % | | — | % | | (42.5) | % |
| Goodwill impairment and basis adjustments | | Goodwill impairment and basis adjustments | — | % | | (3.9) | % | | 7.3 | % |
| Statutory rate changes | | Statutory rate changes | — | % | | — | % | | 2.1 | % |
| Adjustments to contingent consideration | | Adjustments to contingent consideration | — | % | | (0.9) | % | | (8.9) | % |
| Non-deductible loss on Asbestos Portfolio Sale (2) | |
Non-deductible loss on Asbestos Portfolio Sale (2) | |
Non-deductible loss on Asbestos Portfolio Sale (2) | | — | % | | 53.7 | % | | — | % |
| Other | Other | (0.8) | % | | (0.6) | % | | 1.1 | % | Other | (0.1) | % | | (1.8) | % | | (3.0) | % |
| 13.6 | % | | 16.4 | % | | 3.1 | % |
| 22.3 | | | 22.3 | % | | 26.9 | % | | 15.6 | % |
(1) During the fourth quarter of 2021, we generated a capital loss in connection with the liquidation of certain recently acquired entities. All but $2.0 of the income tax benefit associated with the capital loss has been reflected in “Gain (loss) from discontinued operations, net of tax” in the accompanying consolidated statement of operations for the year ended December 31, 2021. As such, the capital loss had only a minimal impact on our effective income tax rate for continuing operations during the year ended December 31, 2021.
(2) The income tax benefit associated with the loss of $73.9 on the Asbestos Portfolio Sale totaled $1.1.
Significant components of our deferred tax assets and liabilities were as follows:
| | As of December 31, |
| 2020 | | 2019 |
| As of December 31, | | | As of December 31, |
| 2023 | | | 2023 | | 2022 |
| Deferred tax assets: | Deferred tax assets: | | | |
| NOL and credit carryforwards | |
| NOL and credit carryforwards | |
| NOL and credit carryforwards | NOL and credit carryforwards | $ | 142.0 | | | $ | 145.7 | |
| Pension, other postretirement and postemployment benefits | Pension, other postretirement and postemployment benefits | 36.5 | | | 36.4 | |
| Payroll and compensation | Payroll and compensation | 17.1 | | | 19.0 | |
| Legal, environmental and self-insurance accruals | Legal, environmental and self-insurance accruals | 22.6 | | | 21.3 | |
| Working capital accruals | Working capital accruals | 13.9 | | | 11.5 | |
| Research and experimental expenditures | |
| | Other | |
| Other | |
| Other | Other | 7.9 | | | 7.1 | |
| Total deferred tax assets | Total deferred tax assets | 240.0 | | | 241.0 | |
| Valuation allowance | Valuation allowance | (92.0) | | | (93.6) | |
| Net deferred tax assets | Net deferred tax assets | 148.0 | | | 147.4 | |
| Deferred tax liabilities: | Deferred tax liabilities: | | | |
| Intangible assets recorded in acquisitions | Intangible assets recorded in acquisitions | 74.9 | | | 75.1 | |
| Intangible assets recorded in acquisitions | |
| Intangible assets recorded in acquisitions | |
| Basis difference in affiliates | Basis difference in affiliates | 16.3 | | | 14.0 | |
| Accelerated depreciation | Accelerated depreciation | 25.7 | | | 22.4 | |
| Deferred income | 29.4 | | | 23.0 | |
| | Other | |
| Other | |
| Other | Other | 4.2 | | | 1.6 | |
| Total deferred tax liabilities | Total deferred tax liabilities | 150.5 | | | 136.1 | |
| $ | (2.5) | | | $ | 11.3 | |
| $ | |
General Matters
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We periodically assess deferred tax assets to determine if they are likely to be realized and the adequacy of deferred tax liabilities, incorporating the results of local, state, federal and foreign tax audits in our estimates and judgments.
At December 31, 2020,2023, we had $483.2had $36.3 of federal, $174.7 of state, and $321.3$205.4 of foreign tax loss carryforwards available. We also had federal and state tax credit carryforwards of $27.6.$9.3. Of these amounts, $23.8$14.2 expire in 20212024 and $482.1$165.1 expire at various times between 20222025 and 2040.2043. The remaining carryforwards have no expiration date.
Realization of deferred tax assets, including those associated with net operating loss and credit carryforwards, is dependent upon generating sufficient taxable income in the appropriate tax jurisdiction. We believe that it is more likely than not that we may not realize the benefit of certain of these deferred tax assets and, accordingly, have established a valuation allowance against these deferred tax assets. Although realization is not assured for the remaining deferred tax assets, we believe it is more likely than not that the deferred tax assets will be realized through future taxable earnings or tax planning strategies. However, deferred tax assets could be reduced in the near term if our estimates of taxable income are significantly reduced or tax planning strategies are no longer viable. TheOur valuation allowance increased by $6.1 in 2023 and decreased by $1.6$20.7 in 2020 and increased by $4.3 in 2019.2022. The 2020 decrease2023 increase was primarily driven by the impactgeneration of certain attributes in foreign exchange rates on our foreign losses.
The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions. These deductions can vary from year to year,year-to-year, and, consequently, the amount of income taxes paid in future years will vary from the amounts paid in prior years.
Undistributed Foreign Earnings
In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. As of December 31, 2020,2023, we have $158.0had $286.6 of undistributed earnings of our foreign subsidiaries. The majority of these earnings have already been reinvested in our overseas businesses. Further, we believe future domestic cash generation will be sufficient to meet future domestic cash needs. For this reason, we have not recorded a provision for U.S. or foreign withholding taxes on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. Generally, such amounts may become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of a deferred tax liability related to the
undistributed earnings of our foreign subsidiaries in the event that these earnings are no longer considered to be indefinitely reinvested, due to the hypothetical nature of the calculation.
Unrecognized Tax Benefits
As of December 31, 2020,2023, we had gross and net unrecognized tax benefits of $13.6 and $11.0, respectively. Of$2.2. All of these net unrecognized tax benefits $7.0 would impact our effective tax rate from continuing operations if recognized. Similarly, at December 31, 20192022 and 2018,2021, we had gross unrecognizedunrecognized tax benefits of $17.2$4.5 (net unrecognized tax benefits of $13.9)$4.0) and $20.3$7.1 (net unrecognized tax benefits of $13.8)$6.4), respectively.respectively.
We classify interest and penalties related to unrecognized tax benefits as a component of our income tax (provision) provision/benefit. As of December 31, 2020,2023, gross and net accrued interest totaled $3.8 (net accrued interest of $3.0),totaled $1.3, while the related amounts as of December 31, 20192022 and 20182021 were $4.1$1.9 (net accrued interest of $3.2)$1.7) and $3.8$2.6 (net accrued interest of $2.9)$2.2), respectively. Our income tax (provision) benefitprovision for the years ended December 31, 2020, 20192023, 2022, and 20182021 included gross interest income (expense) of $0.2, $(0.5),$0.6, and $0.1,$1.0, respectively, resulting from adjustments to our liability for uncertain tax positions. As of December 31, 2020, 20192023, 2022, and 2018,2021, we had 0 accrualno 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.$1.0. The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various state matters.
The aggregate changes in the balance of unrecognized tax benefits for the years ended December 31, 2020, 20192023, 2022, and 20182021 were as follows:
| | Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Year ended December 31, | | | Year ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Unrecognized tax benefit — opening balance | Unrecognized tax benefit — opening balance | $ | 17.2 | | | $ | 20.3 | | | $ | 31.3 | |
| Gross increases — tax positions in prior period | Gross increases — tax positions in prior period | 0.3 | | | 1.1 | | | 0.6 | |
| Gross decreases — tax positions in prior period | Gross decreases — tax positions in prior period | (2.2) | | | (0.8) | | | (2.4) | |
| Gross increases — tax positions in current period | Gross increases — tax positions in current period | 0.2 | | | 0.2 | | | 0.7 | |
| Settlements | Settlements | (0.3) | | | (2.1) | | | 0 | |
| Lapse of statute of limitations | (1.7) | | | (1.5) | | | (9.8) | |
| Statute expirations | |
| | Change due to foreign currency exchange rates | Change due to foreign currency exchange rates | 0.1 | | | 0 | | | (0.1) | |
| Change due to foreign currency exchange rates | |
| Change due to foreign currency exchange rates | |
| Unrecognized tax benefit — ending balance | Unrecognized tax benefit — ending balance | $ | 13.6 | | | $ | 17.2 | | | $ | 20.3 | |
Organization for Economic Co-operation and Development (“OECD”) Pillar Two Model Rules
In December 2021, the OECD issued model rules for a new global minimum tax framework (“Pillar Two”), and various governments around the world have issued, or are in the process of issuing, legislation to implement these rules. The Company is within the scope of the OECD Pillar Two model rules and is assessing the impact thereof. As of December 31, 2023, we believe the implementation of these rules will not have a material impact on our financial results.
Other Tax Matters
During 2020,2023, our income tax provision was impacted most significantly by (i) $4.2$2.3 of tax benefits related to various audit settlements,changes in our estimate of valuation allowances recognized against certain deferred tax assets as we now expect to realize these deferred tax assets, (ii) $1.8 of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period, and (iii) $1.1 of tax benefits related to revisions to liabilities for uncertain tax positions.
During 2022, our income tax provision was impacted most significantly by (i) the loss on the Asbestos Portfolio Sale (see Note 4) which generated a tax benefit of only $1.1, (ii) a tax benefit of $4.7 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect to realize these deferred tax assets, primarily due to the 2022 Holding Company Reorganization (see Note 1), (iii) $3.0 of tax benefits related to statute expirations and other adjustmentsrevisions to liabilities for uncertain tax positions, and (ii) $2.9(iv) $1.7 of excess tax benefits resulting fromassociated with stock-based compensation awards that vested and/or were exercised during the year.
During 2019,2021, our income tax provision was impacted most significantly by (i) $1.9earnings in jurisdictions with lower statutory tax rates, (ii) $4.3 of excessincome tax benefits resulting from stock-based compensation awards that vested and/or were exercised during the year, (ii) a $1.9 tax benefit associated with an adjustment to the taxation of foreign earnings, (iii) $1.3 of tax benefits related to our U.S. tax credits and incentives, and (iv) $1.2 of tax benefits related to various audit settlements, statute expirations, and other adjustments to liabilities for uncertain tax positions, partially offset by $3.8 of tax expense related to various valuation allowance adjustments, primarily due to foreign losses generated during the year for which no foreign tax benefit was recognized as future realization of any such tax benefit is considered unlikely.credits
During 2018, our income tax provision was impacted most significantly by (i)for which the utilizationfuture realization is now considered likely, and (iii) a benefit of $33.0 of prior years’ losses generated in foreign jurisdictions in which no tax benefit was previously recognized, (ii) $7.0 of tax benefits$3.5 related to various audit settlements, statute expirations, and other adjustments tothe resolution of certain liabilities for uncertain tax positions and (iii) $2.2interest associated with various refund claims, partially offset by $13.2 of excess tax benefits resulting from stock-based compensation awards that vested duringexpense associated with global intangible low-taxed income created by the year.liquidation of various entities.
We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that a tax position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities.
TheIn 2021, the Internal Revenue Service (“IRS”) currently is performing anconcluded its audit of our 2013, 2014, 2015, 2016 and 2017 federal income tax returns. With regardIn connection with such, we recorded a tax benefit of $2.2 during the year ended December 31, 2021 related to all openthe resolution of certain liabilities for uncertain tax years, wepositions and interest associated with various refund claims. We are not currently under examination by the Internal Revenue Service and the statue of limitations has closed for 2018 and 2019. We believe any contingencies in open years 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 regularly 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 regularly have various foreign income tax returns under examination. The most significant of these are in Germany for the 2010 through 2014 tax years. We believe that any uncertain tax positions related to these examinations have been adequately provided for.
An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and yearperiod 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 December 31, 2020.
As provided within the CARES Act, we are deferring payments of our social security payroll taxes, for the period March 27, 2020 to December 31, 2020, with such deferral totaling $10.8 as of December 31, 2020. One-half of the deferred amount is required to be paid in 2021, with the remainder to be paid in 2022.
(13) Indebtedness
The following summarizes our debt activity (both current and non-current) for the year ended December 31, 2020:2023:
| | December 31,
2019 | | Borrowings | | Repayments | | Other (5) | | December 31,
2020 |
| December 31,
2022 | | | December 31,
2022 | | Borrowings | | Repayments | | Other (6) | | December 31,
2023 |
Revolving loans (1) | Revolving loans (1) | $ | 140.0 | | | $ | 197.6 | | | $ | (207.8) | | | $ | 0 | | | $ | 129.8 | |
Term loan (2) | 248.2 | | | 0 | | | 0 | | | 0.4 | | | 248.6 | |
Trade receivables financing arrangement (3) | 0 | | | 134.4 | | | (106.4) | | | 0 | | | 28.0 | |
Other indebtedness (4) | 5.3 | | | 0 | | | (2.2) | | | 2.9 | | | 6.0 | |
Term loans (2)(3) | |
Trade receivables financing arrangement (4) | |
Other indebtedness (5) | |
| Total debt | Total debt | 393.5 | | | $ | 332.0 | | | $ | (316.4) | | | $ | 3.3 | | | 412.4 | |
| Less: short-term debt | Less: short-term debt | 142.6 | | | | | | | | | 101.2 | |
| Less: current maturities of long-term debt | Less: current maturities of long-term debt | 1.0 | | | 7.2 | |
| Total long-term debt | Total long-term debt | $ | 249.9 | | | $ | 304.0 | |
(1)While not dueThe revolving loan facility was utilized as the initial funding mechanism for repayment until December 2024 under the terms of our senior credit agreement, we have classified within current liabilitiesTAMCO and ASPEQ acquisitions and was repaid with the portion offunds borrowed on the outstanding balance that we believe will be repaid over the next year, with such amount based on an estimate ofIncremental Term Loan (see additional discussion below) and cash that is expected to be generated over such period.from operations.
(2)As noted below, we amended our senior credit agreement on April 21, 2023, with the amendment making available an incremental term loan facility (“Incremental Term Loan”) in the amount of $300.0. The proceeds from the Incremental Term Loan were primarily used to fund the acquisition of ASPEQ.
(3)The term loan isloans are repayable in quarterly installments beginning in the first quarter of 2021, with the quarterly installments equal to 0.625% of the initial term loan balancebalances of $250.0 during 2021, 1.25%$545.0, beginning in December 2023 and in each of the four quarters of 2022 and 2023, and 1.25% during the first three quarters of 2024.2024, 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 isbalances are payable in full on December 17, 2024.August 12, 2027. Balances are net of unamortized debt issuance costs of $1.4$1.7 and $1.8$0.7 at December 31, 20202023 and December 31, 2019,2022, respectively.
(3)(4)Under this arrangement, we can borrow, on a continuous basis, up to $50.0,$60.0, as available. At December 31, 2020, we had $11.5 of available borrowing capacity under this facility. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At December 31, 2023, we had $44.0 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $16.0.
(4)(5)Primarily includes balances under a purchase card program of $1.7$1.9 and $2.6$1.8 and finance lease obligations of $2.6$0.5 and $2.7$0.7 at December 31, 20202023 and 2019,December 31, 2022, respectively. The purchase card program allows for payment beyond the normal
payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt.
(5)(6)“Other” primarily includes debt assumed, foreign currency translation on any debt instruments denominated in currencies other than the U.S. dollar, and the impact of amortization of debt issuance costs associated with the term loan.loans. During the second quarter of 2023 we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan.
Maturities of long-term debt payable during each of the five years subsequent to December 31, 2020 are $7.2, $13.3, $13.0, $279.0,2023 are $17.3, $27.4, $27.4, $470.0, and $0.1,$0.0, respectively.
Senior Credit Facilities
On December 17, 2019,April 21, 2023 (the “Incremental Amendment Effective Date”), we entered into an Incremental Facility Activation Notice (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, our senior credit agreement (thethe “Credit Agreement”), among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent.
The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $300.0, which was available in up to amongthree drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023. The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other things, extendlawful corporate purposes. The Incremental Term Loan will mature on August 12, 2027. We may voluntarily prepay the term of each facilityIncremental Term Loan, in whole or in part, without premium or penalty. In June 2023, we borrowed $300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition.
The credit facilities (the “Senior Credit 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 $800.0, consistingconsist of the following at December 31, 2023 (each with a final maturity of December 17, 2024)August 12, 2027):
•A new termTerm loan facilityfacilities in thean aggregate principal amount of $250.0;$545.0 ($245.0 and $300.0 related to our original term loan and the Incremental Term Loan, respectively);
•A domesticmulticurrency revolving credit facility, available for loans and letters of credit in an aggregate principal amount of $300.0;
•A global revolving credit facility, available for loans in USD, Euros, British PoundDollars, Euro, Sterling and other currencies, in the aggregate principal amount up to the equivalent of $150.0;
•A participating foreign credit instrument facility, available for performance letters of credit and guarantees, in an aggregate principal amount up to the equivalent of $55.0;$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 guarantees,bank undertakings, in an aggregate principal amount in various currencies up to the equivalent of $45.0.$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 eachany fiscal quarter toof not more than 3.75 to 1.00 (or up(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)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 eachany fiscal quarter to not less thanof 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 to Eurodollar and alternate base rate loans, in each case based onall the Consolidated Leverage Ratio,credit facilities under the Credit Agreement, other than the Incremental Term Loan, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Consolidated
Leverage
Ratio | | Domestic
Revolving
Commitment
Fee | | Global
Revolving
Commitment
Fee | | Letter of
Credit
Fee | | Foreign
Credit
Commitment
Fee | | Foreign
Credit
Instrument
Fee | | LIBOR
Rate
Loans | | ABR
Loans |
| Greater than or equal to 3.50 to 1.0 | | 0.350 | % | | 0.350 | % | | 2.000 | % | | 0.350 | % | | 1.250 | % | | 2.000 | % | | 1.000 | % |
| Between 2.50 to 1.0 and 3.50 to 1.0 | | 0.300 | % | | 0.300 | % | | 1.750 | % | | 0.300 | % | | 1.000 | % | | 1.750 | % | | 0.750 | % |
| Between 1.75 to 1.0 and 2.50 to 1.0 | | 0.275 | % | | 0.275 | % | | 1.500 | % | | 0.275 | % | | 0.875 | % | | 1.500 | % | | 0.500 | % |
| Less than 1.75 to 1.0 | | 0.250 | % | | 0.250 | % | | 1.375 | % | | 0.250 | % | | 0.800 | % | | 1.375 | % | | 0.375 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 1.00 | | 0.275 | % | | 1.750 | % | | 0.275 | % | | 1.000 | % | | 1.750 | % | | 0.750 | % | |
| Between 2.00 to 1.00 and 3.00 to 1.00 | | 0.250 | % | | 1.500 | % | | 0.250 | % | | 0.875 | % | | 1.500 | % | | 0.500 | % | |
| Between 1.50 to 1.00 and 2.00 to 1.00 | | 0.225 | % | | 1.375 | % | | 0.225 | % | | 0.800 | % | | 1.375 | % | | 0.375 | % | |
| Less than 1.50 to 1.00 | | 0.200 | % | | 1.250 | % | | 0.200 | % | | 0.750 | % | | 1.250 | % | | 0.250 | % | |
The commitment fee rate and interest rate margins for the Incremental Term Loan are as follows:
| | | | | | | | | | | | | | | | | | | | |
| Consolidated Leverage Ratio | | Commitment Fee | | Term SOFR Loans | | ABR Loans |
| Less than 2.00 to 1.0 | | 0.225 | % | | 1.500 | % | | 0.500 | % |
| Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | | 0.250 | % | | 1.625 | % | | 0.625 | % |
| Greater than or equal to 3.00 to 1.0 | | 0.275 | % | | 1.875 | % | | 0.875 | % |
The interest rates applicable to loans under the Senior Credit AgreementFacilities 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 LIBORTerm SOFR rate plus 1.0%) or (ii) a reserve-adjusted LIBORthe Term SOFR rate for dollars (Eurodollars)the applicable interest period plus 0.1%, plus, in each case, an applicable margin percentage, as previously discussed, which varies based on ourthe 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 andor analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination to consolidated adjustedConsolidated EBITDA for the four fiscal quarters ended most recently before such date). WeThe 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, two, three or six months (and, if consented to by all relevant lenders, any other period not greater than twelve months) for Eurodollar borrowings.term rate borrowings, subject in each case to availability in the applicable currency.
The weighted-average interest rate of outstanding borrowings under our Senior Credit Facilities was approximately 1.6%6.9% at December 31, 2020.2023.
The fees and bilateral foreign credit commitments are as specified above for foreign credit commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of letters of credit and foreign credit instruments (in the participation facility) at the rates of 0.125% per annum and 0.25% per annum, respectively.
SPX Enterprises, LLC, the direct wholly owned subsidiary of the Company, is the borrower under each of the above facilities, and certain of our foreign subsidiaries are (and weSPX may designate othercertain foreign subsidiaries to be)be borrowers under the global revolving credit facility and the foreign credit instrument facilities.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 domestic revolving credit facility are stand-by letters of credit requested by SPX on behalf of any of our subsidiaries or certain joint ventures. The foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our foreign operations.
The Credit Agreement requires mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of including(including from any casualty to, or governmental taking of,of) property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by SPX or our subsidiaries.SPX. Mandatory prepayments will be applied first to repay first, amounts outstanding under any term loans and then to amounts (or cash collateralize letters of credit) outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in ourthe business of SPX within 360 days (and if committed to be reinvested, actually reinvested within 360180 days after the end of such 360-day period) of the receipt of such proceeds.
We may voluntarily prepay loans under the Credit Agreement, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of
Eurodollar 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 global revolving credit facility, the participation foreign credit instrument facility and the bilateral foreign credit instrument facility.
Indebtedness under the Credit Agreement is secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by SPX or our domestic subsidiary guarantors and 65% of the voting capital stock (and 100% of ourthe 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 exist, all collateral security is to be released and the indebtedness under the Credit Agreement wouldwill be unsecured.
The Credit Agreement also contains covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. The Credit Agreement contains customary representations, warranties, affirmative covenants and events of default.
We are permitted under the Credit Agreement to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.75 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.75 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after September 1, 2015 equal to the sum of (i) $100.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the Credit Agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from September 1, 2015 to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts, less our previous usage of such additional amount for certain other investments and restricted junior payments.
At December 31, 2020,2023, we had $302.9$489.2 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $129.8 and $17.3$10.8 reserved for outstanding letters of credit. In addition, at December 31, 2020,2023, we had $11.0$13.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $89.0$11.6 reserved for outstanding letters of credit.
As of December 31, 2020, except as discussed in Notes 15 and 17 to our consolidated financial statements, we did not have any material guarantees, off-balance sheet arrangements or purchase commitments other than the following: (i) $29.2 of certain standby letters of credit outstanding, all of which relate to self-insurance or environmental matters and $17.3 of which reduce the available borrowing capacity on our domestic revolving credit facility; (ii) $89.0 of letters of credit outstanding, all of which reduce the available borrowing capacity on our foreign trade facilities; and (iii) $168.8 of surety bonds.
At December 31, 2020,2023, we were in compliance with all covenants of our Credit Agreement.
As mentioned previously, during the second quarter of 2023, we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan. In connection with an 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 a portion of the 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 initial 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.
Other Borrowings and Financing Activities
Certain of our businesses purchase goods and services under a purchase card program allowing for payment beyond their normal payment terms. As of December 31, 20202023 and 2019,2022, the participating businesses had $1.7$1.9 and $2.6,$1.8, respectively, outstanding under this arrangement.
We are party to a trade receivables financing agreement, whereby we can borrow, on a continuous basis, up to $50.0.$60.0. Availability of funds may fluctuate over time given, among other things, changes in eligible receivable balances, but will not
exceed the $50.0$60.0 program limit. The facility contains representations, warranties, covenants and indemnities customary for facilities of this type. The facility does not contain any covenants that we view as materially constraining to the activities of our business.
In addition, we maintain uncommitted line of credit facilities in China and South Africa available to fund operations in these regions, when necessary.necessary, and at the discretion of the lender. At December 31, 2020,2023, the aggregate amount of borrowing capacity under these facilities was $20.0, while there were 0no borrowings outstanding.
Company-owned Life Insurance
The Company has investments in COLI policies, which are recorded at their cash surrender value at each balance sheet date. The Company has the ability to monetize its investment in the COLI policies as an additional source of liquidity. At December 31, 2023, the Company had not monetized any of its existing COLI policies’ cash surrender value. See Note 1 for additional details of the COLI policies.
(14) Derivative Financial Instruments and Concentrations of Credit Risk
Interest Rate Swaps
In March 2018, we entered intoWe previously maintained interest rate swap agreements (“Initial Swaps”) that had an initial notional amount of $260.0 and maturities throughmatured in March 2021 and effectively convert a portion of theconverted borrowings under our senior credit facilities to a fixed rate of 2.535%, plus the applicable margin. As of December 31, 2020, the aggregate notional amount of the Initial Swaps was $234.0.
In February 2020 and as a result of a December 2019 amendment that extended the maturity date of our senior credit facilities to December 17, 2024, we entered into additional interest swap agreements (“Additional Swaps”). The Additional Swaps have a remaining notional amount of $248.4,$218.8, cover the period from March 2021 tothrough November 2024, and will effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.061%1.077%, plus the applicable margin.
We have designated, and are accounting for, our Swaps as cash flow hedges.
In connection with an August 2022 amendment of the Credit Agreement, the Swaps were amended to be based on SOFR as opposed to LIBOR. As mentioned in Note 3, we applied the optional expedient per ASU No. 2020-04, No. 2021-01, and 2022-06 and, thus, continue to designate and account for our interest rate swap agreements as cash flow hedges. As of December 31, 20202023 and 2019,2022, the unrealized loss,gain, net of tax, recorded in AOCI was $5.9 $5.7 and $1.9 as of December 31, 2020 and 2019,$11.0, respectively. In addition, as of December 31, 2020, the fair value of our interest rate swap agreements totaled $7.8, with $1.4was $7.5 (with $7.5 recorded as a current liability and the remainder in long-term liabilities, and $2.5 atasset) as of December 31, 2019 (all2023, and $14.7 (with $8.7 recorded as a current asset and $6.0 as a non-current asset) as of which is recorded in long-term liabilities).December 31, 2022. 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 denominatednon-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the South African Rand, British Pound Sterling, and Euro.
From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). None of our FX forward contracts are designated as cash flow hedges.
We had FX forward contracts with an aggregate notional amount of $6.3$9.4 and $26.0$6.9 outstanding as of December 31, 20202023 and 2019,2022, respectively, with all of the $6.3$9.4 scheduled to mature within one year. The fair value of our FX forward contracts was less than $0.1 at December 31, 2023 and 2022.
In addition to the above, we entered FX forward contracts associated with the Settlement Agreement, to mitigate our exposure to fluctuations in 2021.the South African Rand, with a notional amount of South African Rand 480.9 (or $24.9 at the time of execution) and a fair value of $1.3, which is included within “Assets of DBT and Heat Transfer” on the consolidated balance sheet as of December 31, 2023, all of which are scheduled to mature within one year. Refer to Note 4 for additional details.
Commodity Contracts
From time to time,For our Transformer Solutions business, we enterhistorically entered into commodity contracts to manage the exposure on forecasted purchases of commodity raw materials. The outstanding notional amountsAs 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 were 3.2 and 3.4 poundsreclassified from AOCI a net loss of copper at$0.6 to “Gain (loss) on disposition of discontinued operations, net of tax” within our consolidated statement of operations for the year ended December 31, 20202021. Prior to extinguishment, we designated and 2019, respectively. We designate and accountaccounted for these contracts as cash flow hedges and to the extent these commodity contracts are effective in offsetting the variability of the forecasted purchases, the change in fair value iswas included in AOCI. We reclassify AOCIreclassified amounts associated with our commodity contracts to costout of products soldAOCI when the forecasted transaction impactsimpacted earnings. As of December 31, 2020 and 2019, the fair values of these contracts were current assets of $2.4 and $0.4, respectively. The unrealized gains, net of taxes, recorded in AOCI were $1.5 and $0.3 as of December 31, 2020 and 2019, respectively. We anticipate reclassifying the unrealized gain as of December 31, 2020 to income over the next 12 months.
Concentrations of Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist of cash and equivalents, trade accounts receivable, insurance recovery assets associated with asbestos product liability matters,COLI policies, and interest rate swap, foreign currencyswaps and FX forward and commodity contracts. These financial instruments, other than trade accounts receivable, are placed with high-quality financial institutions and insurance companies throughout the world. We periodically evaluate the credit standing of these financial institutions and insurance companies.institutions.
We maintain cash levels in bank accounts that, at times, may exceed federally-insured limits. We have not experienced significant loss, and believe we are not exposed to significant risk of loss, in these accounts.
We have credit loss exposure in the event of nonperformance by counterparties to the above financial instruments, but have no other off-balance-sheet credit risk of accounting loss. We anticipate, however, that counterparties will be able to fully
satisfy their obligations under the contracts. We do not obtain collateral or other security to support financial instruments subject to credit risk, but we do monitor the credit standing of counterparties.
Concentrations of credit risk arising from trade accounts receivable are due to selling to customers in a particular industry. Credit risks are mitigated by performing ongoing credit evaluations of our customers’ financial conditions and obtaining collateral, advance payments, or other security when appropriate. No one customer, or group of customers that to our knowledge are under common control, accounted for more than 10% of our revenues for any period presented.
(15) Contingent Liabilities and Other Matters
Spin-Off of SPX FLOW
In connection with the Spin-Off, we entered into definitive agreements with SPX FLOW that, among other matters, set forth the terms and conditions of the Spin-Off and provide a framework for our relationship with SPX FLOW after the Spin-Off, including the following:
•Separation and Distribution Agreement;
•Tax Matters Agreement;
•Employee Matters Agreement; and
•Trademark License Agreement.
Pursuant to the Separation and Distribution Agreement, the Employee Matters Agreement and the Tax Matters Agreement, SPX FLOW has agreed to indemnify us for certain liabilities, and we have agreed to indemnify SPX FLOW for certain liabilities, in each case for uncapped amounts. As of December 31, 2020, no material indemnification claims have been initiated.
The financial activity governed by these agreements between SPX FLOW and us was not material to our consolidated financial results for the years ended December 31, 2020, 2019 and 2018.
We also entered into a five-year agreement with SPX FLOW to lease office space for our corporate headquarters. Annual lease costs associated with the agreement were $2.1. This agreement expired in September 2020 and we entered into an agreement for office space in a new corporate headquarters with a third-party lessor.
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(which, prior to the Asbestos Portfolio Sale, were 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, primarily associated with environmental matters, totaled $575.7$37.9 and $592.4$39.5 at December 31, 20202023 and 2019,2022, respectively. Of these amounts, $499.8$29.4 and $517.6$30.8 are included in “Other long-term liabilities” within our consolidated balance sheets at December 31, 20202023 and 2019,2022, 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 typicalResolution of Dispute with Former Representative
On January 18, 2024, a jury ruled that one of our businesses within the Detection and Measurement reportable segment had breached its contract and implied duties of good faith and fair dealings in certainconnection with an agreement entered into with a former representative. On January 26, 2024, we negotiated a settlement requiring a payment to the former representative 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$9.0
have historically been paid pursuant to our insurance arrangements. Our recorded assets and liabilitiesresolve all claims related to asbestos-related claims were as follows atthe matter. This amount was recorded to “Other operating (income) expense, net” within the consolidated statement of operations for the year ended December 31, 2020 and 2019:2023.
Asbestos Matters
| | | | | | | | | | | |
| December 31, |
| 2020 | | 2019 |
Insurance recovery assets (1) | $ | 496.4 | | | $ | 509.6 | |
Liabilities for claims (2) | 535.2 | | 552.2 |
(1)Of these amounts $446.4 and $459.6 are includedAs indicated in “Other assets” at December 31, 2020 and 2019, respectively, whileNote 1, we completed the remainder is included in “Other current assets.”
(2)Of these amounts $479.9 and $498.1 are included in “Other long-term liabilities” at December 31, 2020 and 2019, respectively, while the remainder is included in “Accrued expenses.”
The liabilities we record for asbestos-related claims are basedAsbestos Portfolio Sale 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 overNovember 1, 2022, which we can reasonably project asbestos-related claims (currently projecting through 2057).
The following table presents information regarding activity for asbestos-related claims for the years ended December 31, 2020, 2019 and 2018:
| | | | | | | | | | | | | | | | | |
| Year ended December 31 |
| 2020 | | 2019 | | 2018 |
| Pending claims, beginning of year | 11,079 | | 13,767 | | 17,359 |
| Claims filed | 2,449 | | 3,607 | | 3,857 |
| Claims resolved | (3,746) | | (6,295) | | (7,449) |
| Pending claims, end of year | 9,782 | | 11,079 | | 13,767 |
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 assetsresulted in the future. These variances relative to current expectations coulddivestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets. As a result of this transaction, all asbestos obligations and liabilities and related insurance assets have a material impact onbeen removed from our financial position and results of operations.
consolidated balance sheets effective November 12, 2022. During the years ended December 31, 2020, 20192022 and 2018,2021 our (receipts) payments for asbestos-related claims, net of respective insurance recoveries of $35.4, $47.1,$31.6 and $45.3,$53.9, were $19.3,$20.1, and $13.1 and $9.7,(0.3), respectively. A significant increase in claims, costs and/or issuesThe year ended December 31, 2021 includes insurance proceeds of $15.0, associated with existingthe settlement of an asbestos 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.matter.
During the years ended December 31, 2020, 2019,2022 and 2018,2021, we recorded charges of $21.3, $10.1,$24.2 and $4.8,$51.2, respectively, as a result of changes in estimates associated with the liabilities and assets related to asbestos-related claims. Of these charges, $19.2, $6.3$18.8 and $4.4$48.6 were reflected in “Income from continuing operations before income taxes” for the years ended December 31, 2020, 2019,2022 and 2018,2021, respectively, and $2.1, $3.8,$5.4 and $0.4,$2.6, respectively, were reflected in “Gain (loss) on disposition of discontinued operations, net of tax.”
Large Power Projects in South Africa
Overview - Since 2008, DBT hashad been executing contracts on 2two large power projects in South Africa (Kusile and Medupi). Over such, on which it has completed its scope of work. During that time, the business environment surrounding these projects has beenwas difficult, as DBT, along with many other contractors on the projects, have experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers. DBT has substantially completed its scopeSince substantial completion of work, with itsthe works, DBT’s remaining responsibilities related largely to resolution of various claims, primarily between itself and oneMHI, the remaining prime contractor. As noted below, SPX and DBT entered into a Settlement Agreement with MHI during the third quarter of its prime contractors, Mitsubishi Heavy Industries Power—ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD), or “MHI.”
The challenges related2023. Prior 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 betweenSettlement Agreement, 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 hashad asserted claims against MHI of approximately South African Rand 1,100.01,000.0 (or $75.0). As we prepare these claims for dispute resolution processes, the amounts, along with the characterization,$54.4) and MHI had asserted, or issued letters of the claims could change. Of these claims, South African Rand 372.1 (or $25.3) are currently proceeding through contractual dispute resolution processes and DBT is likely to initiate additional dispute resolution processes in 2021. DBT is also pursuing several claims to force MHI to abide by its contractual obligations and provide DBT with certain benefits that MHI may have received from its customer on the projects. In addition to existing asserted claims, DBT believes it has additional claims and rights to recovery based on its performance under the contracts with, and actions taken by, MHI. DBT is continuing to evaluate the claims and the amounts owed to it under the contracts based on MHI's failure to comply with its contractual obligations. The amounts DBT may recover for current and potential future claims against MHI are not currently known given (i) the extent of current and potential future claims by MHI against DBT (see below for further discussion) and (ii) the unpredictable nature of any dispute resolution processes that may occur in connection with these current and potential future claims. No revenue has been recorded in the accompanying consolidated financial statements with respect to current or potential future claims against MHI.
On February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT related to costs incurred in connection with delays on 2 units of the Kusile project. The panel ruled that MHI is obligated to pay DBT South African Rand 116.4 (or $7.8 at the time of the ruling). This ruling is subject to MHI’s rights to seek further arbitration in the matter. No amount has been reflected in the consolidated financial statements for this matter.
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. We believe the notification is unsubstantiated and the vast majority of the claimed damages are prohibited under the relevant contracts. Therefore, we believe any loss for the majority of these claimed damages is remote. For the remainder of the claims, which largely appear to be direct in nature (approximately South African Rand 948.0 or $64.5), DBT has numerous defenses and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the consolidated financial statements with respect to these claims. 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.DBT intends to vigorously defend itselfclaim for, alleged damages against these claims.DBT. Although it iswas reasonably possible that some loss may behave been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $153.2), we currently arewere 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 occurhave occurred in connection with these claims. Prior to the Settlement Agreement, DBT had experienced success in enforcing its rights through dispute resolution processes, including favorable arbitration rulings during 2023 related to awards for (i) costs incurred in connection with delays on the Kusile project of South African Rand 126.6 (or $7.0) during the first quarter of 2023 and (ii) recovery of legal costs related to arbitration proceedings of $6.8 during the second quarter of 2023, with such amounts recorded within “Gain (loss) on disposition of discontinued operations, net of tax.”
In AprilResolution of Remaining Prime Contractor Claims - We have invested, and July 2019,would have continued to invest, significant management and financial resources to defend and pursue the above matters. On September 5, 2023, SPX Technologies and DBT received notificationsentered into the Settlement Agreement with MHI to affect the negotiated resolution of intent to claim liquidated damages totaling South African Rand 407.2 (or $27.7) from MHI alleging that DBT failed to meet certain project milestones related toall outstanding claims between 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 consolidated financial statementsparties with respect to these claims. Although it is reasonably possible that some loss may be incurred in connectionthe large power projects. The Settlement Agreement provides for full and final settlement and the mutual release of all claims between the parties with these claims, we currently are unablerespect to estimate the potential loss or rangeprojects, including any claim against SPX Technologies, Inc. as guarantor of potential loss.DBT’s performance on the projects. Refer to Note 4 for additional details.
MHI has made other claimsClaim against Surety - On February 5, 2021, DBT totaling South African Rand 176.2 (or received payment of $6.7 on bonds issued in support of performance by one of DBT’s subcontractors. The subcontractor maintains a right to seek recovery o$12.0).f such amount and, thus, the amount received by DBT has numerous defenses against these claimsnot been reflected in our consolidated statements of operations.
Claim for Contingent Consideration Related to ULC Acquisition
In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for additional cash consideration of up to $45.0 upon achievement of certain operating and thus,financial performance milestones. At the time of the acquisition, we dorecorded 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 performance milestones noted above were not believe that DBT hasachieved. As a probable loss associatedresult, we reversed the liability of $24.3 during the third quarter of 2021, with these claims. As such, no loss has beenthe offset recorded in the consolidated financial statements with respect to these claims.“Other operating (income) expense, net.”
On JulyAugust 23, 2020,2022, the seller of ULC initiated a dispute adjudication panel issued a rulingbreach-of-contract lawsuit against us in favorthe United States District Court for the Eastern District of DBT on certain matters related to the Kusile and Medupi projects. The panel (i) ruledNew York claiming 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 DBTit is entitled to the return of an additional $4.0 of bonds upon the completion of certain administrative milestones; and (iv) ordered MHI to pay South African Rand 18.4 (or $1.1) in incentive payments for work performed by DBT (which MHI has subsequently paid), and ruled that MHI waived its rights to assert delay damages against DBT on onea portion of the units ofadditional cash consideration linked to certain operating performance milestones totaling $15.0. If successful with their claim the Kusile project. The rulingplaintiff is subjectalso eligible to MHI’s rights to seek further arbitration inrecover prejudgment interest and attorney's fees. We have defenses against the matter, as provided inclaim and, thus, while we do not believe we have a probable loss associated with the contracts. As such, the incentive payments noted above have not been recorded in our consolidated statement of operations for the year ended December 31, 2020.claim, it is reasonably possible we may incur a loss associated with it.
Bonds Issued in Favor of MHI - We are obligated with respect to bonds issued by banks in favor of MHI. In September of 2020, MHI made a demand, and received payment of South African Rand 239.6 (or $14.3 at the time of payment), on certain of these bonds, which we funded as required under the terms of the bonds and our senior credit agreement. In its demand, MHI purported that DBT failed to carry out its obligations to rectify certain alleged product defects identified in its February 2019 interim claims notice (see above). DBT denies liability for such alleged product defects and, thus, fully intends to seek, and believes it is legally entitled to, reimbursement of the South African Rand 239.6 (or $16.3) that has been paid. However, given the extent and complexities of the claims between DBT and MHI, reimbursement of the South African Rand 239.6 (or $16.3) is unlikely to occur over the next twelve months. As such, we have reflected the South African Rand 239.6 (or $16.3) as a non-current asset within our consolidated balance sheet as of December 31, 2020.
The remaining amount of outstanding bonds that have been issued in favor of MHI include (i) $16.2 of performance and retention money guarantees, which could be exercised by MHI for alleged defects or other alleged breaches of DBT's obligations, and (ii) a $22.3 bond that can be exercised by MHI only in the event that (a) it receives a favorable judgment on a certain matter and (b) DBT fails to pay any money damages awarded in such judgment. In the event that MHI were to receive payment on a portion, or all, of the remaining bonds, we would be required to reimburse the respective issuing bank.
In addition to these bonds, SPX Corporation has guaranteed DBT’s performance on these projects to the prime contractors.
Settlement with the Minority Shareholder of DBT – On October 16, 2019, SPX Technologies (PTY) LTD, DBT’s parent company, along with DBT and SPX Corporation, executed an agreement with the minority shareholder of DBT to settle a put option and other claims between the parties for a total payment of South African Rand 230.0 (or $15.6).The difference between the settlement amount (South African Rand 230.0) and the amount previously recorded for the matter of South African Rand 257.0, or South African Rand 27.0 (or $1.8), along with a tax benefit of $3.8 associated with the total payment of South African Rand 230.0, has been reflected as an adjustment to “Net income attributable to SPX common shareholders” in our calculations of basic and diluted earnings per share for the year ended December 31, 2019.
Litigation Matters
We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot give assurance that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows.
Environmental Matters
Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows. As of December 31, 2020, weWe had liabilities for site investigation and/or remediation at 2516 sites, (29 sites at December 31, 2019) that we own or control.control, as of December 31, 2023 (17 sites as of December 31, 2022). In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future.
Our environmental accruals cover anticipated costs, including investigation, remediation, and operation and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent
consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans. It is our policy to revise an estimate once it becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification.
In the case of contamination at offsite, third-party disposal sites, as of December 31, 2020,2023 and December 31, 2022, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 11 9 sites, (14 sites at December 31, 2019) at which the liability has not been settled, and all of which 9 sites have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our 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 isare not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows.
Self-Insured Risk Management Matters
We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management
matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts. This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against potential loss exposures.
Executive Agreements
The Board of Directors has approved an employment agreement for our President and Chief Executive Officer. This agreement had an initial term through December 31, 2017 and, thereafter, rolling terms of one year, and specifies the executive’s current compensation, benefits and perquisites, severance entitlements, and other employment rights and responsibilities. The Compensation Committee of the Board of Directors has approved severance benefit agreements for our other 7six executive officers. These agreements cover each executive’s entitlements in the event that the executive’s employment is terminated for other than cause, death or disability, or the executive resigns with good reason. The Compensation Committee of the Board of Directors has also approved change of control agreements for each of our executive officers, which cover each executive’s entitlements following a change of control.
(16) Shareholders’Stockholders’ Equity and Long-Term Incentive Compensation
Income Per Share
The following table sets forth the computations of the components used for the calculation of basic and diluted income (loss) per share:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2020 | | 2019 | | 2018 |
| Numerator: | | | | | |
| Income from continuing operations | $ | 100.7 | | | $ | 71.1 | | | $ | 81.9 | |
| Adjustment related to redeemable noncontrolling interest (Note 15) | 0 | | | 5.6 | | | 0 | |
| Income from continuing operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share | $ | 100.7 | | | $ | 76.7 | | | $ | 81.9 | |
| Loss from discontinued operations, net of tax | $ | (3.5) | | | $ | (5.8) | | | $ | (0.7) | |
| Less: Net loss attributable to noncontrolling interest | 0 | | | 0 | | | 0 | |
| Loss from discontinued operations attributable to SPX Corporation common shareholders for calculating basic and diluted income per share | $ | (3.5) | | | $ | (5.8) | | | $ | (0.7) | |
| Denominator: | | | | | |
| Weighted-average number of common shares used in basic income (loss) per share | 44.628 | | | 43.942 | | | 43.054 | |
| Dilutive securities — Employee stock options, restricted stock shares and restricted stock units | 1.138 | | | 1.015 | | | 1.606 | |
| Weighted-average number of common shares and dilutive securities used in diluted income (loss) per share | 45.766 | | | 44.957 | | | 44.660 | |
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2023 | | 2022 | | 2021 |
| Numerator: | | | | | |
| Income from continuing operations | $ | 144.7 | | | $ | 19.8 | | | $ | 59.0 | |
| Income (loss) from discontinued operations, net of tax | $ | (54.8) | | | $ | (19.6) | | | $ | 366.4 | |
| | | | | |
| | | | | |
| Denominator: | | | | | |
| Weighted-average number of common shares used in basic income per share | 45.545 | | | 45.345 | | | 45.289 | |
| Dilutive securities — Employee stock options and restricted stock units | 1.067 | | | 0.876 | | | 1.206 | |
| Weighted-average number of common shares and dilutive securities used in diluted income per share | 46.612 | | | 46.221 | | | 46.495 | |
For the years ended December 31, 2020, 2019,2023, 2022, and 2018, 0.300, 0.319,2021, 0.179, 0.240, and 0.234,0.245, respectively, of unvested restricted stock shares/units were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years. For the years ended December 31, 2020, 2019,2023, 2022, and 2018, 0.793, 0.942,2021, 0.512, 0.695, and 0.875,0.627, respectively, of outstanding stock options were excluded from the computation of diluted earnings per share as the assumed proceeds for these instruments exceeded the average market value of the underlying common stock for the related years.
Common Stock and Treasury Stock
On May 9, 2023, and 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 authorization, during the second quarter of 2022, we repurchased 0.707 shares of our common stock for aggregate cash payments of $33.7. As of December 31, 2023, the maximum approximate amount of our common stock that may be purchased under this authorization is $100.0.
At December 31, 2020,2023, we had 200.0 authorized shares of common stock (par value $0.01). Common shares issued, treasury shares and shares outstanding are summarized in the table below.
| | Common Stock
Issued | | Treasury
Stock | | Shares
Outstanding |
| Balance at December 31, 2017 | 51.186 | | | (8.535) | | | 42.651 | |
| Common Stock
Issued | | | Common Stock
Issued | | Treasury
Stock | | Shares
Outstanding |
| Balance at December 31, 2020 | |
| | Restricted stock units | Restricted stock units | 0 | | | 0.457 | | | 0.457 | |
| Other | 0.343 | | | 0 | | | 0.343 | |
| Balance at December 31, 2018 | 51.529 | | | (8.078) | | | 43.451 | |
| | Restricted stock units | Restricted stock units | 0 | | | 0.264 | | | 0.264 | |
| | Restricted stock units | |
| Other | Other | 0.488 | | | 0 | | | 0.488 | |
| Balance at December 31, 2019 | 52.017 | | | (7.814) | | | 44.203 | |
| Balance at December 31, 2021 | |
| | Restricted stock units | Restricted stock units | 0 | | | 0.141 | | | 0.141 | |
| Restricted stock units | |
| Restricted stock units | |
| | Share repurchases | |
| Share repurchases | |
| Share repurchases | |
| Other | |
| Balance at December 31, 2022 | |
| | Restricted stock units | |
| Restricted stock units | |
| Restricted stock units | |
| | | Other | Other | 0.688 | | | 0 | | | 0.688 | |
| Balance at December 31, 2020 | 52.705 | | | (7.673) | | | 45.032 | |
| | Other | |
| | Other | |
| Balance at December 31, 2023 | |
Long-Term Incentive Compensation
On May 9, 2019, our stockholders approved our 2019 Stock Compensation Plan (the “2019 Plan”) which replaced our 2002 Stock Compensation Plan, as amended in 2006, 2011, 2012 and 2015 (the “Prior Plan”). As a result of the approval of the 2019 Plan, no further awards were permitted to be made under the Prior Plan. Up to 4.4073.597 shares of our common stock were available for grant at December 31, 20202023 under the 2019 Plan. The 2019 Plan permits the issuance of new shares or shares from treasury upon the exercise of options, vesting of time-based restricted stock units (“RSU’s”) and performance stock units (“PSU’s”), or the granting of restricted stock shares (“RS’s”). Each RSU RS and PSU granted reduces availability by 2two shares. Similar awards were permitted to be granted under the Prior Plan before the approval of the 2019 Plan.
PSU’s RSU’s and RS’sRSU’s may be granted to certain eligible employees or non-employee directors in accordance with applicable equity compensation plan documents and agreements. Subject to participants’ continued employment and other plan terms and conditions, the restrictions lapse and awards generally vest over a period of time, generally one or three years. In some instances, such as death, disability, or retirement, stock may vest concurrently with or following an employee’s termination. PSU’s are eligible to vest at the end of the performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Capital Goods Index, while the RSU’s and RS’s vest based on the passage of time since grant date. PSU’s RSU’s, and RS’sRSU’s that do not vest within the applicable vesting period are forfeited.
We grant RSU’s or RS’s to non-employee directors under the 2006 Non-Employee Directors’ Stock Incentive Plan (the “Directors’ Plan”) and the 2019 Plan. Under the Directors’ Plan, up to 0.027 shares of our common stock were available for grant at December 31, 2020. The 2020, 20192023, 2022 and 20182021 grants to non-employee directors generally vest over a one-year period,1 year-period, with the 20202023 grants of 0.014 RSU’s scheduled to vest in their entirety immediately prior to the annual meeting of stockholders in May 2021.2024.
Stock options may be granted to key employees in the form of incentive stock options or nonqualifiednon-qualified stock options. The option price per share may be no less than the fair market value of our common stock at the close of business the day prior to the date of grant. Upon exercise, the employee has the option to surrender previously owned shares at current value in payment of the exercise price and/or for withholding tax obligations.
The recognition of compensation expense for share-based awards, including stock options, is based on their grant date fair values. The fair value of each award is amortized over the lesser of the award’s requisite or derived service period, which is generally up to three years. Compensation expense within income from continuing operations related to PSU’s, RSU’s RS’s and stock options totaled $12.8, $10.8$13.4, $10.9 and $11.6$12.9 for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively, with the related tax benefit being $2.2, $2.6$2.3, $1.7 and $2.8$2.2 for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively.
In years prior to 2019, annual long-term cash awards were granted to executive officers and other members of senior management. These awards arewere eligible to vest at the end of a three-year performance measurement period, with performance based on our achievement of a target segment income amount over the three-year measurement period. Long-term incentive compensation expense for 2020, 2019,2023, 2022, and 20182021 included $1.2, $2.8$0.0, $0.0 and $3.9,$(0.1), respectively, associated with long-term cash awards.
We use the Monte Carlo simulation model valuation technique to determine fair value of our restricted stock awards that contain a market condition (i.e., the PSU’s). The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each PSU. We issued PSU’s to eligible participants on February 20, 2020, February 21, 2019March 1, 2023, 2022, and February 22, 2018.2021. We used the following assumptions in determining the fair value of these awards:
| | | | | | | | | | | | | | | | | | | | | | | |
| Annual Expected
Stock Price
Volatility | | Annual Expected
Dividend Yield | | Risk-Free Interest Rate | | Correlation
Between Total
Shareholder
Return for SPX
and the
Applicable
S&P Index |
| February 20, 2020 | | | | | | | |
| SPX Corporation | 29.47 | % | | 0 | % | | 1.35 | % | | 35.47 | % |
| Peer group within S&P 600 Capital Goods Index | 34.93 | % | | n/a | | 1.35 | % | | |
| February 21, 2019 | | | | | | | |
| SPX Corporation | 32.70 | % | | 0 | % | | 2.53 | % | | 38.75 | % |
| Peer group within S&P 600 Capital Goods Index | 34.75 | % | | n/a | | 2.48 | % | | |
| February 22, 2018 | | | | | | | |
| SPX Corporation | 42.25 | % | | 0 | % | | 2.38 | % | | 32.67 | % |
| Peer group within S&P 600 Capital Goods Index | 34.99 | % | | n/a | | 2.38 | % | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Annual Expected
Stock Price
Volatility | | Annual Expected
Dividend Yield | | Risk-Free Interest Rate | | Correlation
Between Total
Shareholder
Return for SPX
and the
Applicable
S&P Index |
| March 1, 2023 | | | | | | | |
| SPX | 35.72 | % | | — | % | | 4.60 | % | | 57.87 | % |
| Peer group within S&P 600 Capital Goods Index | 43.92 | % | | n/a | | 4.60 | % | | |
| March 1, 2022 | | | | | | | |
| SPX | 43.04 | % | | — | % | | 1.44 | % | | 62.44 | % |
| Peer group within S&P 600 Capital Goods Index | 50.98 | % | | n/a | | 1.44 | % | | |
| March 1, 2021 | | | | | | | |
| SPX | 42.88 | % | | — | % | | 0.25 | % | | 60.24 | % |
| Peer group within S&P 600 Capital Goods Index | 51.25 | % | | n/a | | 0.25 | % | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Annual expected stock price volatility is based on the three-year historical volatility. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the one-year through three-year daily treasury yield curve rate as of the grant date.
The following table summarizes the PSU RSU, and RSRSU activity from December 31, 20172020 through December 31, 2020:2023:
| | Unvested PSU’s, RSU’s, and RS’s | | Weighted-Average
Grant-Date Fair
Value Per Share |
| December 31, 2017 | 1.230 | | | $ | 17.41 | |
| Unvested PSU’s and RSU’s | | | Unvested PSU’s and RSU’s | | Weighted-Average
Grant-Date Fair
Value Per Share |
| December 31, 2020 | |
| Granted | Granted | 0.211 | | | 33.69 | |
| Vested | Vested | (0.753) | | | 15.39 | |
| Forfeited | Forfeited | (0.036) | | | 22.35 | |
| December 31, 2018 | 0.652 | | | 24.65 | |
| December 31, 2021 | |
| Granted | Granted | 0.430 | | | 35.49 | |
| Vested | Vested | (0.446) | | | 18.75 | |
| Forfeited | Forfeited | (0.030) | | | 35.10 | |
| December 31, 2019 | 0.606 | | | 36.17 | |
| December 31, 2022 | |
| Granted | Granted | 0.277 | | | 46.61 | |
| Vested | Vested | (0.233) | | | 31.49 | |
| Forfeited | Forfeited | (0.006) | | | 41.37 | |
| December 31, 2020 | 0.644 | | | $ | 42.32 | |
| December 31, 2023 | |
As of December 31, 2020,2023, there was $10.7$10.9 of unrecognized compensation cost related to PSU’s RSU’s and RS’s.RSU’s. We expect this cost to be recognized over a weighted-average period of 1.81.9 years.
Stock Options
On February 20, 2020, February 21, 2019March 1, 2023, 2022, and February 22, 2018,2021, we granted stock options totaling 0.125, 0.186totaling 0.074, 0.105, and 0.184,0.105, respectively. The exercise price per share of these options is $50.09, $36.51$71.93, $48.97, and $32.69, respectively,$58.34, respectively, and the maximum contractual term of these options is ten years.
The fair value of each stock option granted on February 20, 2020, February 21, 2019March 1, 2023, 2022, and February 22, 20182021 was $17.40, $13.31$31.20, $19.33, and $11.66,$23.49, respectively. The fair value of each option grant was estimated using a Black-Scholes option-pricing model with the following assumptions:
| | | | | | | | | | | | | | | | | |
| February 20, 2020 | | February 21, 2019 | | February 22, 2018 |
| Annual expected stock price volatility | 33.48 | % | | 32.70 | % | | 31.14 | % |
| Annual expected dividend yield | 0 | % | | 0 | % | | 0 | % |
| Risk-free interest rate | 1.41 | % | | 2.53 | % | | 2.75 | % |
| Expected life of stock option (in years) | 6.0 | | 6.0 | | 6.0 |
| | | | | | | | | | | | | | | | | |
| March 1, 2023 | | March 1, 2022 | | March 1, 2021 |
| Annual expected stock price volatility | 37.15 | % | | 38.62 | % | | 41.15 | % |
| Annual expected dividend yield | — | % | | — | % | | — | % |
| Risk-free interest rate | 4.18 | % | | 1.61 | % | | 0.91 | % |
| Expected life of stock option (in years) | 6.0 | | 6.0 | | 6.0 |
Annual expected stock price volatility for the February 20, 2020, February 21, 2019March 1, 2023, 2022, and February 22, 20182021 grants were based on a weighted average of SPX’s stock volatility since the Spin-Off and an average of the most recent six-year historical volatility of a peer company group. There is no annual expected dividend yield as we discontinued dividend payments in 2015 and do not expect to pay dividends for the foreseeable future. The average risk-free interest rate is based on the five-year and seven-year treasury constant maturity rates. The expected option life is based on a three-year pro-rata vesting schedule and represents the period of time that awards are expected to be outstanding.
The following table shows stock option activity from December 31, 20172020 through December 31, 2020.2023.
| | Shares | | Weighted-
Average Exercise
Price |
| Options outstanding at December 31, 2017 | 1.608 | | | $ | 14.67 | |
| Shares | | | Shares | | Weighted-
Average Exercise
Price |
| Options outstanding at December 31, 2020 | |
| Exercised | Exercised | (0.064) | | | 13.89 | |
| Forfeited | Forfeited | (0.010) | | | 23.17 | |
| Granted | Granted | 0.184 | | | 32.69 | |
| Options outstanding at December 31, 2018 | 1.718 | | | 16.58 | |
| Options outstanding at December 31, 2021 | |
| Exercised | Exercised | (0.202) | | | 13.46 | |
| Forfeited | Forfeited | (0.013) | | | 33.15 | |
| Granted | Granted | 0.189 | | | 36.50 | |
| Options outstanding at December 31, 2019 | 1.692 | | | 19.05 | |
| Options outstanding at December 31, 2022 | |
| Exercised | Exercised | (0.412) | | | 14.97 | |
| Forfeited | Forfeited | 0 | | | 0 | |
| Granted | Granted | 0.139 | | | 49.57 | |
| Options outstanding at December 31, 2020 | 1.419 | | | $ | 23.21 | |
| Options outstanding at December 31, 2023 | |
As of December 31, 2020, 1.1002023, 1.047 of the above stock options were exercisable and there was $1.5$1.6 of unrecognized compensation cost related to the outstanding stock options. We expect this cost to be recognized over a weighted-average period of 2.0 years.
Accumulated Other Comprehensive Income
The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 20202023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign
Currency
Translation
Adjustment | | Net Unrealized Losses on Qualifying Cash Flow Hedges(1) | | | | Pension and Postretirement Liability Adjustment(2) | | Total |
| Balance at December 31, 2019 | $ | 228.0 | | | $ | (1.6) | | | | | $ | 17.9 | | | $ | 244.3 | |
| Other comprehensive income (loss) before reclassifications | 10.6 | | | (5.7) | | | | | 0 | | | 4.9 | |
| Amounts reclassified from accumulated other comprehensive income (loss) | 0 | | | 2.9 | | | | | (3.6) | | | (0.7) | |
| Current-period other comprehensive income (loss) | 10.6 | | | (2.8) | | | | | (3.6) | | | 4.2 | |
| Balance at December 31, 2020 | $ | 238.6 | | | $ | (4.4) | | | | | $ | 14.3 | | | $ | 248.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign
Currency
Translation
Adjustment | | Net Unrealized Gains on Qualifying Cash Flow Hedges(1) | | | | Pension and Postretirement Liability Adjustment(2) | | Total |
| Balance at December 31, 2022 | $ | 239.1 | | | $ | 11.0 | | | | | $ | 7.4 | | | $ | 257.5 | |
| Other comprehensive income before reclassifications | 11.9 | | | 1.5 | | | | | — | | | 13.4 | |
| Amounts reclassified from accumulated other comprehensive income | — | | | (6.8) | | | | | (3.0) | | | (9.8) | |
| Current-period other comprehensive income (loss) | 11.9 | | | (5.3) | | | | | (3.0) | | | 3.6 | |
| Balance at December 31, 2023 | $ | 251.0 | | | $ | 5.7 | | | | | $ | 4.4 | | | $ | 261.1 | |
(1) Net of tax benefitprovision of $1.8 and $3.7 as of $1.4December 31, 2023 and $0.52022 as of December 31, 2020 and 2019,, respectively.
(2) Net of tax provision of $4.9$1.8 and $2.7 as of December 31, 2023 and $6.1 as of December 31, 2020 and 2019,2022, respectively. The balances as of December 31, 20202023 and 20192022 include unamortizedunamortized prior service credits.
The changes in the components of accumulated other comprehensive income, net of tax, for the year ended December 31, 20192022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign
Currency
Translation
Adjustment | | Net Unrealized
Losses on
Qualifying
Cash
Flow
Hedges (1) | | Pension and
Postretirement
Liability Adjustment and Other (2) | | Total |
| Balance at December 31, 2018 | $ | 225.8 | | | $ | (0.6) | | | $ | 19.7 | | | $ | 244.9 | |
| Other comprehensive income (loss) before reclassifications | 2.2 | | | (2.1) | | | 1.2 | | | 1.3 | |
| Amounts reclassified from accumulated other comprehensive income (loss): | 0 | | | 1.1 | | | (3.0) | | | (1.9) | |
| Current-period other comprehensive income (loss) | 2.2 | | | (1.0) | | | (1.8) | | | (0.6) | |
| Balance at December 31, 2019 | $ | 228.0 | | | $ | (1.6) | | | $ | 17.9 | | | $ | 244.3 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign
Currency
Translation
Adjustment | | Net Unrealized Gains on Qualifying Cash Flow Hedges (1) | | Pension and Postretirement Liability Adjustment (2) | | Total |
| Balance at December 31, 2021 | $ | 252.7 | | | $ | 0.5 | | | $ | 10.7 | | | $ | 263.9 | |
| Other comprehensive income (loss) before reclassifications | (13.6) | | | 11.7 | | | 0.1 | | | (1.8) | |
| Amounts reclassified from accumulated other comprehensive income | — | | | (1.2) | | | (3.4) | | | (4.6) | |
| Current-period other comprehensive income (loss) | (13.6) | | | 10.5 | | | (3.3) | | | (6.4) | |
| Balance at December 31, 2022 | $ | 239.1 | | | $ | 11.0 | | | $ | 7.4 | | | $ | 257.5 | |
(1) Net of tax benefitprovision of $0.5$3.7 and $0.2$0.1 as of December 31, 20192022 and 2018,2021, respectively.
(2) Net of tax provision of $6.1$2.7 and $6.6$3.7 as of December 31, 20192022 and 2018,2021, respectively. The balances as of December 31, 20192022 and 20182021 include unamortizedunamortized prior service credits.
The following summarizes amounts reclassified from each component of accumulated comprehensive income for the years ended December 31, 20202023 and 2019:2022:
| | Amount
Reclassified
from
AOCI | | | Amount
Reclassified
from
AOCI | | Affected
Line Items
in the
Consolidated Statements of
Operations |
| Year ended
December 31, | |
| 2023 | |
| 2023 | |
| 2023 | |
| Gains on qualifying cash flow hedges: | |
| Gains on qualifying cash flow hedges: | |
| Gains on qualifying cash flow hedges: | |
| | FX forward contracts | |
| | FX forward contracts | |
| | FX forward contracts | | $ | — | | | $ | (0.1) | | | Revenues |
| | Swaps | |
| Swaps | |
| Swaps | | (9.3) | | | (1.5) | | | Interest expense |
| Pre-tax | |
| Income taxes | |
| Income taxes | |
| Income taxes | |
| $ | |
| $ | |
| $ | |
| Gains on pension and postretirement items: | |
| Gains on pension and postretirement items: | |
| Gains on pension and postretirement items: | |
| | Amortization of unrecognized prior service credits - Pre-tax | |
| | Amortization of unrecognized prior service credits - Pre-tax | |
| | Amortization of unrecognized prior service credits - Pre-tax | | $ | (3.9) | | | $ | (4.4) | | | Other income (expense), net |
| | Income taxes | |
| Income taxes | |
| Income taxes | |
| $ | |
| $ | |
| $ | |
| | | Amount
Reclassified
from
AOCI | | Affected
Line Items
in the
Consolidated Statements of
Operations |
| | Year ended
December 31, | | |
| | 2020 | | 2019 | |
| (Gains) losses on qualifying cash flow hedges: | | | | |
| | Commodity contracts | $ | (0.9) | | | $ | 0.8 | | | Cost of products sold |
| Swaps | 4.7 | | | 0.7 | | | Interest expense |
| Pre-tax | 3.8 | | | 1.5 | | |
| Income taxes | (0.9) | | | (0.4) | | |
| $ | 2.9 | | | $ | 1.1 | | |
| Pension and postretirement items: | | | | |
| | Amortization of unrecognized prior service credits - Pre-tax | $ | (4.8) | | | $ | (4.1) | | | Other income (expense), net |
| | Income taxes | 1.2 | | | 1.1 | | |
| $ | (3.6) | | | $ | (3.0) | | |
Common Stock in Treasury
During the years ended December 31, 2020, 20192023, 2022, and 2018,2021, “Common stock in treasury” was decreased by the settlement of restricted stock units, net of recipient tax withholdings, issued from treasury stock of $8.4, $15.8$6.6, $12.1 and $27.6,$7.7, respectively. During the year ended December 31, 2022, “Common stock in treasury” was increased by the previously mentioned repurchase of our common stock for aggregate cash payments of $33.7.
Preferred Stock
NaNNone of our 3.0 shares of authorized 0no par value preferred stock was outstanding at December 31, 2020, 20192023, 2022 or 2018.2021.
(17) Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy:
•Level 1 — Quoted prices for identical instruments in active markets.
•Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•Level 3 — Significant inputs to the valuation model are unobservable.
There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods presented.
Valuation MethodologiesMethods 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 and surety bonds, which totaled approximately Euro 79.0 and Euro 79.0, respectively, remained in place at the time of sale (and Euro 0.0 and Euro 2.9, respectively, at December 31, 2020), will remain in place through each instrument’s expiration date, with such expiration dates occurring through 2022.sale. These guarantees and bonds provideprovided 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 relaterelated to lease
obligations and foreign tax matters in existence at the time of sale. Balcke Dürr and the buyer haveacquirer of Balcke Dürr provided us an indemnity in the event that any of thesethe bonds are called. Also, atwere called or payments were made under the time ofguarantees. In connection with the sale, Balcke Dürr provided cash collateral of Euro 4.0 andwe recorded a liability for the parent companyestimated fair value of the buyer provided a guarantee of Euro 5.0 as a securityguarantees and bonds for the above indemnifications (Euro 0.0 and Euro 1.0, respectively, at December 31, 2020). Summarized below are the liability (related to the parent company guarantees and bank and surety bonds) and asset (related toestimated fair value of the cash collateral and guarantee provided byindemnities provided. As of December 31, 2021, the parent company ofguarantees had expired and bonds had been returned. Summarized below is the buyer) recorded at the time of sale,liability along with the change in the liability and the asset during 2020, 2019, and 2018.2021.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year ended |
| | December 31, 2020 | | December 31, 2019 | | December 31, 2018 |
| | Guarantees and Bonds Liability (1) | | Indemnification Assets (1) | | Guarantees and Bonds Liability (1) | | Indemnification Assets (1) | | Guarantees and Bonds Liability (1) | | Indemnification Assets (1) |
| Balance at beginning of year | | $ | 2.0 | | | $ | 0.3 | | | $ | 4.4 | | | $ | 1.2 | | | $ | 8.7 | | | $ | 2.8 | |
Reduction/Amortization for the period (2) | | (0.4) | | | (0.3) | | | (2.3) | | | (0.9) | | | (4.1) | | | (1.5) | |
| Impact of changes in foreign currency rates | | 0.2 | | | 0 | | | (0.1) | | | 0 | | | (0.2) | | | (0.1) | |
Balance at end of period (3) | | $ | 1.8 | | | $ | 0 | | | $ | 2.0 | | | $ | 0.3 | | | $ | 4.4 | | | $ | 1.2 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | Year ended |
| | | December 31, 2021 | | |
| | | | | | Guarantees and Bonds Liability | | | | | | |
| Balance at beginning of year | | | | | | $ | 1.8 | | | | | | | |
Reduction/Amortization for the period (1) | | | | | | (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 the guarantee provided by the parent company of the buyer based on the terms and conditions and relative risk associated with each of these securities (unobservable inputs - Level 3).
(2)We reducereduced the liability generally at the earlier of the completion of the related underlying project milestones or the expiration of the guarantees or bonds. We amortize the asset based on the expiration terms of each of the securities. We recordrecorded the reduction of the liability and the amortization of the asset to “Other income (expense), net.”
(3)Balance associated with the guarantees and bonds is reflected within “Other long-term liabilities,” while the balance associated with the indemnification assets is reflected within “Other assets.”
Contingent Consideration for ULC andthe Sensors & Software, ECS, and ULC Acquisitions — In connection with acquisitionsthe acquisition of ULC and Sensors & Software in 2020, the respective sellers arewere eligible for additional cash consideration of $45.0 and $3.9, respectively,up to $3.8, with payment of such contingent consideration dependent upon the achievement of certain milestones. The fair value of contingent consideration totaled $1.3, and was paid during 2022.
In connection with the acquisition of ECS in 2021, the seller was eligible for additional cash consideration of up to $16.0, with payment of such contingent consideration dependent upon the achievement of certain milestones. During 2021, we concluded that the probability of achieving the financial performance milestones 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 concluded the probability of achieving the financial performance milestones had lessened due to additional delays in the execution of certain large orders. Thus, during 2022 we reduced the fair value/liability by $1.3, with such amounts recorded to “Other operating income (expense), net.” The estimated fair value of such contingent consideration is $24.3 and $0.7, respectively, with such amounts reflected as liabilities within our consolidated balance sheet as ofwas $0.0 at December 31, 2020. 2023 and December 31, 2022 as we determined no additional cash consideration was due to the seller.
As it relates to the ULC acquisition, and as indicated in Note 10, we concluded during the third quarter of 2021 that the operating and financial milestones related to the ULC contingent consideration were not achieved, resulting in the reversal of the related liability of $24.3.
We estimatedestimate the fair value of the contingent consideration for these acquisitions based on the probability of ULC and Sensors & Softwarethe acquired business achieving thesethe applicable milestones.
Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting asset impairment would require that the instrument be recorded at its fair value. Refer to Note 10 for additional details.
Valuation MethodologiesMethods 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, and commodity contracts, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount.
As of December 31, 2020,2023, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks.
Equity Security - As indicated in Note 3, during 2018, we adopted an amendment to guidance that requires, among other things, equity securities (excluding equity method investments) to be measured at—We estimate the fair value. We havevalue of an equity security that we account for in accordance with this amended guidance. Specifically, we estimate the fair value of this equity securityhold utilizing a practical expedient under the amendedexisting guidance, with such estimated fair value based on our ownership percentage applied to the net asset value ofas provided quarterly by the investee as presented ininvestee. The value is updated annually, during the investee’sfirst quarter, based on the investee’s most recent audited financial statements.
During the years ended December 31, 20202023, 2022, and 2019,2021, we recorded gains (losses) of $8.6 and $7.9,$3.6, $(3.0) and $11.8, respectively, to “Other income (expense), net” related to increaseschanges in the estimated fair value of such equity security. In addition, we received distributions during 2020 and 2019 of $3.5 and $2.6, respectively, included within “cash flows from operating activities” in our consolidated statements of cash flows. As of December 31, 20202023 and 2019,2022, the equity security had an estimated fair value of $27.0$39.4 and $21.9, respectively.$35.8, respectively, recorded in “Other assets” on the consolidated balance sheets. We are restrictedrestricted from transferring this investment without approval of the manager of the investee.
Indebtedness — The estimated fair value of our debt instruments as of December 31, 20202023 and December 31, 20192022 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. See Note 13 for further details.
(18) Subsequent Events
On February 7, 2024, we completed the acquisition of Ingénia Technologies Inc. (“Ingénia”) which specializes in the design and manufacture of custom air handling units that demand high levels of precision and reliability in healthcare, pharmaceutical, education, food processing and industrial end markets. We purchased Ingénia for net cash consideration of CAD 398.8 (or $295.7 at the time of payment) which was funded through borrowings on our revolving credit facilities under our Credit Agreement. The post-acquisition results of Ingénia will be reflected within our HVAC reportable segment.
ITEM 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
SPX management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15(b), as of December 31, 2020.2023. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.effective as of December 31, 2023.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control framework and processes were designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that:
•Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and the Board of Directors; and
•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changing conditions, effectiveness of internal control over financial reporting may vary over time.
Management assessed the effectiveness of our internal control over financial reporting and concluded that, as of December 31, 2020, such internal control was effective2023, at the reasonable assurance level described above. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013). Based on this assessment, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of December 31, 2023.
Management excluded from its assessment of internal control over financial reporting as of December 31, 2020,2023, the internal control over financial reporting of ULCTAMCO and Sensors & Software,ASPEQ, which were acquired on SeptemberApril 3, 2023 and June 2, 2020, and November 11, 20202023, respectively. This exclusion is consistent with guidance issued by the U.S. Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from the scope of management's report on internal control over financial reporting in the year of acquisition. The total assets (excluding goodwill and intangible assets, which are included within the scope of these acquired entitiesour assessment) and revenues of both TAMCO and ASPEQ represented approximately 6%3.3% and 5.7% of our consolidated total assets as of December 31, 2020 and their aggregate revenues, represented approximately 1% of our consolidated revenuesrespectively, at and for the year ended December 31, 2020.2023. See a discussion of these acquisitions in Note 1 of the Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.our consolidated financial statements.
The effectiveness of our internal control over financial reporting as of December 31, 20202023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Form 10-K.
Changes in Internal Control Over Financial Reporting
In connection with the evaluation by SPX management, including the Chief Executive Officer and Chief Financial Officer, ofThere have been no changes in our internal control over financial reporting pursuant to Exchange Act(as defined in Rule 13a-15(d), no changes) during the quarter ended December 31, 2020 were identified2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholdersstockholders and the Board of Directors of SPX CorporationTechnologies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of SPX CorporationTechnologies, Inc. and subsidiaries (the “Company”) as of December 31, 2020,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020,2023, of the Company and our report dated February 25, 2021,22, 2024, expressed an unqualified opinion on those financial statements.
As described in Management’s Report on Internal Control overOver Financial Reporting, management excluded from its assessment the internal control over financial reporting at ULC RoboticsT. A. Morrison & Co. Inc. (“TAMCO”) and Sensors & Software Inc.ASPEQ Heating Group (“ASPEQ”), which were acquired on SeptemberApril 3, 2023, and June 2, 2020 and November 11, 2020,2023, respectively and whose financial statementsaggregate total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and aggregate revenues constitute approximately 6%3.3% and 5.7%, respectively, of the related amounts in the Company’s consolidated total assets and approximately 1% of consolidated revenuesfinancial statements as of and for the year ended December 31, 2020.2023. Accordingly, our audit did not include the internal control over financial reporting at ULC RoboticsTAMCO and Sensors & Software Inc.ASPEQ.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Charlotte, North Carolina
February 25, 2021
ITEM 9B. Other Information
Not applicable.No director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2023.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
P A R T I I I
ITEM 10. Directors, Executive Officers and Corporate Governance
a)Directors of the company.
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the heading “Election of Directors” and is incorporated herein by reference.
b)Executive Officers of the company.
Eugene J. Lowe, III, 52,55, President and Chief Executive Officer and a member of the Board of Directors since September 2015. Mr. Lowe joined SPX in 2008, was appointed an officer of the company in December 2014, and previously served as President, Thermal Equipment and Services from February 2013 to September 2015, President, Global Evaporative Cooling from March 2010 to February 2013, and Vice President of Global Business Development and Marketing, Thermal Equipment and Services from June 2008 to March 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting.
James E. Harris
Mark A. Carano, 58,54, Vice President, Chief Financial Officer and Treasurer since August 2020.January 2023. Mr. HarrisCarano joined SPX from Elevate Textiles,Insteel Industries Inc., a private equity portfolio company, where he served as Chief Financial Officer prior to being promoted to interim Chief Executive Officer. Before joining Elevate in 2019, Jamie spent over ten years with Coca-Cola Consolidated, the largest independent Coca-Cola franchisee in the United States, where he served as Senior Vice President –and Chief Financial Officer and subsequently Executivefor two years. Mr. Carano was the Chief Financial Officer for Big River Steel from 2019 to 2020. Before joining Big River Steel in 2019, Mr. Carano spent six years with Babcock & Wilcox Enterprises, Inc., where he served most recently as Senior Vice President, – Business TransformationFinance & Controller, for the Industrial Segment. His career with Babcock & Wilcox included roles as Senior Vice President, Corporate Development, Strategy and Business Services. His priorCorporate Treasurer. Before joining the industrial sector, Mr. Carano held executive roles include seniorwithin the financial positionsservices providers including Bank of America, Deutsche Bank and First Union Securities. He began his career with MedCath Corporation, Fresh Foods Inc.,FMI, a consulting and The Shelton Companies.trade organization.
J. Randall Data, 55,58, President, South AfricaHeating and Global Operations since August 2015 and was appointed an officer of the company in September 2015. Prior to joining SPX, Mr. Data spent over 27 years with The Babcock & Wilcox Company. Most recently, he was President and Chief Operating Officer of Babcock & Wilcox Power Generation Group, Inc., a subsidiary of The Babcock & Wilcox Company, from April 2012 to July 2015. While at The Babcock & Wilcox Company, Mr. Data held numerous leadership positions in the global operations of the steam generating and environmental equipment businesses.
Brian G. Mason
Sean McClenaghan, 55,58, became President Transformer Solutions since January 2015 and was appointed an officer of the companyHVAC Segment in January 2017.early 2024. Prior to this role, Mr. McClenaghan served as President, Global Cooling since September 2022. Mr. McClenaghan joined SPX from Reliance Worldwide Corporation (“RWC”) where he served as Chief Executive Officer for the Americas business for 8 years. Before joining SPX,RWC in 2014, Mr. MasonMcClenaghan spent over 14fifteen years with Emerson Electric. Most recently, he was President, Emerson Connectivity Solutions, from March 2004 to July 2014, and President, Cinch Connectivity Solutions, from July 2014 to December 2014, having led the divestiture of Emerson Connectivity Solutions and its integration with Cinch Connectors/Bel Fuse. While at Emerson Electric, Mr. Mason held leadership positions in various technology-oriented businesses.strategic consulting and business development roles with McKinsey & Company, CHB Capital Partners, and Egon Zehnder. He has also held leadership roles at General Cable, Winegard,began his career with DuPont holding positions ranging from Process Control Design Engineer to Plant Manager to Global Business Manager. He received an MBA from Harvard University and General Electric.a Bachelor of Chemical Engineering from The Georgia Institute of Technology. Mr. McClenaghan is a member of the Board of Directors for Sto Corp.
John W. Nurkin, 51,54, Vice President, General Counsel and Secretary since September 2015. Mr. Nurkin joined SPX in 2005, was appointed an officer of the company in September 2015, and previously served as Segment General Counsel, Industrial Products and Services and Corporate Commercial from September 2013 to September 2015, Vice President of New Venture Development and Assistant General Counsel from January 2011 to September 2013, Segment General Counsel, Industrial Products and Services from January 2007 to January 2011, and Group General Counsel, Industrial Products and Services from October 2005 to January 2007. Prior to joining SPX, Mr. Nurkin was a partner at the law firm of Moore & Van Allen.
John W. Swann, III, 50,53, became President of the Detection & Measurement Segment in late 2022. Prior to this role, he served as President, Weil-McLain and Marley Engineered Products since August 2013, President, Radiodetection since September 2015 and President, Heating and Location & Inspection since 2018. Mr. Swann joined SPX in 2004, was appointed an officer of the company in September 2015, and previously served as President, Hydraulic Technologies from January 2011 to August 2013, Vice President of New Venture Development from February 2010 to January 2011, and Director of Business Development from August 2004 to February 2010. Prior to joining SPX, Mr. Swann held positions with PricewaterhouseCoopers and Andersen Business Consulting.
NaTausha H. White, 49,52, Vice President and Chief Human Resources Officer since April 2015 and was appointed an officer of the company in September 2015. Ms. White returned to SPX in April 2015 after serving as the Vice President of Human Resources for Integrated Network Solutions at Harris Corporation from June 2013 to April 2015. Prior to that, she was responsible for the Human Resources function at SPX’s Global Evaporative Cooling business from July 2012 to June 2013. From 2006 to 2012, she served in various human resources leadership positions within United
Technologies Corporation. Ms. White began her career at Georgia-Pacific Corporation, spending 12 years in a variety of human resource management roles.
Ankush Kumar,47,President, SPX Global Cooling since October of 2020. Mr. Kumar joined SPX from Gardner Denver Holdings, Inc., a global industrial manufacturer, where he led the fluid transfer equipment and liquid-ring compressor systems businesses. He also previously spent 13 years at McKinsey & Company, where his focus was growth through strategy deployment, business development and commercial performance transformation.
c)Section 16(a) Beneficial Ownership Reporting Compliance.
This information is included in our definitive proxy statement for the 2021 Annual Meeting of Stockholders under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
d)Code of Ethics.
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the heading “Corporate Governance”“Section 16(a) Reports” and is incorporated herein by reference.
d)Code of Ethics.
We have adopted a Code of Ethics and Business Conduct that applies to all our directors, officers, and employees, including our chief executive officer and senior financial and accounting officers. Our Code of Ethics and Business Conduct requires each director, officer, and employee to avoid conflicts of interest; comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interest of our Company and our stockholders. In addition, our Code of Ethics and Business Conduct acknowledges special ethical obligations for financial reporting. We maintain a current copy of our Code of Ethics and Business Conduct, and we will promptly post any amendments to or waivers of our Code of Ethics and Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Commitment to Ethics and Compliance.”
e)Information regarding our Audit Committee and NominatingGovernance and GovernanceSustainability Committee is set forth in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the headings “Corporate Governance” and “Board Committees” and is incorporated herein by reference.
ITEM 11. Executive Compensation
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the headings “Executive Compensation” (other than the information appearing under the heading “Pay Versus Performance”) and “Director Compensation” and is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the headings “Ownership of Common Stock” and “Equity Compensation Plan Information” and is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the heading “Corporate Governance” and is incorporated herein by reference.
ITEM 14. Principal Accountant Fees and Services
This information is included in our definitive proxy statement for the 20212024 Annual Meeting of Stockholders under the heading “Ratification of the Appointment of Independent Public Accountants” and is incorporated herein by reference.
P A R T I V
ITEM 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Form 10-K:
1.All financial statements. See Index to Consolidated Financial Statements on page 4951 of this Form 10-K.
2.Financial Statement Schedules. None required. See page 4951 of this Form 10-K.
3.Exhibits. See Index to Exhibits.
ITEM 16. Form 10-K Summary
We have chosen not to include an optional summary of the information required by this Form 10-K. For a reference to the information in this Form 10-K, investors should refer to the Table of Contents to this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th22nd day of February, 2021.2024.
| | | | | | | | |
| SPX CORPORATIONTECHNOLOGIES, INC.
(Registrant) |
| By | /s/ JAMES E. HARRISMARK A. CARANO |
| | James E. HarrisMark A. Carano
Vice President, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 25th22nd day of February, 2021.2024.
| | | | | | | | |
| /s/ EUGENE J. LOWE, III | | /s/ JAMES E. HARRISMARK A. CARANO |
Eugene J. Lowe, III
President and Chief Executive Officer
| | James E. HarrisMark A. Carano
Vice President, Chief Financial Officer and Treasurer |
| /s/ PATRICK J. O’LEARY | | /s/ RICKY D. PUCKETT |
Patrick J. O’Leary
Director
| | Ricky D. Puckett
Director
|
| /s/ DAVID A. ROBERTS | | /s/ RUTH G. SHAW |
David A. Roberts
Director
| | Ruth G. Shaw
Director
|
| /s/ ROBERT B. TOTH | | /s/ TANA L. UTLEYANGEL S. WILLIS |
Robert B. Toth
Director
| | Tana L. UtleyAngel S. Willis
Director |
| /s/ MEENAL A. SETHNA | | /s/ MICHAEL A. REILLYTANA L. UTLEY |
Meenal A. Sethna
Director | | Michael A. ReillyTana L. Utley
Director |
| | /s/ WAYNE M. MCLAREN |
| | Wayne M. McLaren
Vice President, Chief Accounting Officer Vice President,
Finance, and Corporate Controller |
INDEX TO EXHIBITS
| | | | | | | | |
ItemExhibit No. | | Description |
| 2.1 | | — | |
| 2.2 | | — | Sale and Purchase Agreement, dated as of November 1, 2022, among SPX Technologies, Inc., SPX, LLC, The Marley-Wylain Company, LLC, SPX Cooling Technologies, LLC, and Canvas Holdco, LLC, incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on November 7, 2022 (File no. 1-6948). |
| 2.3 | | — | |
3.12.4 | | — | Restated CertificateStock Purchase Agreement among SPX Corporation, SPX Transformer Solutions, Inc., GE Prolec Transformers, Inc. and Prolec GE Internacional, S. DE RL. DE CV. dated as of Incorporation, as amended,June 8, 2021, incorporated herein by reference from our Quarterlythe Current Report on Form 10-Q for the quarter ended8-K of SPX Corporation filed on June 30, 20029, 2021 (File no. 1-6948). |
3.22.5 | | — | |
3.3 | | — | |
4.1 | | — | |
10.1 | | — | Share Purchase Agreement, dated as of November 22, 2016, by and among SPX Cooling Technologies Leipzig GmbH, Marley Cooling Tower (Holdings) Limited, and SPX Mauritius Ltd. (collectively, the “Sellers,” and each a “Seller”), and mutares Holding-24 AG (“Purchaser”), and, as parent guarantor, mutares AG incorporated by reference from our Current Report on Form 8-K/A filed on January 6, 2017 (File no. 1-6948). |
10.2 | | — | Agreement and Plan of Merger, dated as of April 22, 201828, 2023, by and among, SPX Corporation,Enterprises, LLC, SPX PoolCo 2018,Electric Heat, Inc., ASPEQ Parent Holdings, Inc., and ELXSI CorporationIndustrial Growth Partners V, L.P, incorporated herein by reference fromto Exhibit 10.2 to our Current Report on Form 8-K filed on AprilAugust 1, 2023 (File no. 1-6948). |
| 3.1 | | — | |
| 3.2 | | — | |
| 4.1 | | — | |
| 10.1 | | — | Amended and Restated Credit Agreement, dated as of August 12, 2022, by and among SPX Enterprises, LLC, as the U.S. Borrower, SPX Corporation, as the Parent, the Foreign Subsidiary Borrowers party thereto, Bank of America, N.A., as the Administrative Agent and the Swingline Lender, Deutsche Bank AG, as the Foreign Trade Facility Agent, and the Issuing Lenders, FCI Issuing Lenders and Lenders party thereto, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 15, 2022 (File no. 1-6948). |
| 10.2 | | — | Assumption Agreement, dated as of August 23, 20182022, among SPX Technologies, Inc., the other loan parties party thereto, and Bank of America, N.A., as Administrative Agent, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 24, 2022 (File No.no. 1-6948). |
| 10.3 | | — | Transition ServicesFirst Amendment to Amended and Restated Credit Agreement and Amendment to Amended and Restated Guarantee and Collateral Agreement, dated as of September 26, 2015, by andAugust 23, 2022, between SPX FLOW, Inc.Enterprises, LLC and SPX Corporation,Bank of America, N.A., as Administrative Agent, incorporated by reference fromto Exhibit 10.2 to our Current Report on Form 8-K filed on September 28, 2015August 24, 2022 (File no. 1-6948). |
| 10.4 | | — | Tax Matters Agreement,Incremental Facility Activation Notice dated as of September 26, 2015, byApril 21, 2023 among SPX Enterprises, LLC, as the U.S. Borrower, Bank of America, N.A., as the Administrative Agent, and between SPX FLOW, Inc. and SPX Corporation,the 2023 Incremental Term Loan Lenders party thereto, incorporated by reference fromto Exhibit 10.1 to our Current Report on Form 8-K filed on September 28, 2015August 1, 2023 (File no. 1-6948). |
| †10.5 | | — | |
10.6 | | — | |
10.7 *†10.6 | | — | Credit Agreement, dated as of September 1, 2015, among SPX Corporation, the Foreign Subsidiary Borrowers party thereto, Bank of America, N.A., as Administrative Agent, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and the other agents and lenders party thereto, incorporated by reference from our Current Report on Form 8-K filed on September 2, 2015 (File no. 1-6948). |
10.8 | | — | First Amendment to Credit Agreement, dated as of March 20, 2017, among SPX Corporation, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent, incorporated by reference from our Current Report on Form 8-K filed on March 22, 2017 (File no. 1-6948). |
10.9 | | — | Second Amendment to Credit Agreement and Amendment to Guarantee and Collateral Agreement, dated as of December 19, 2017, among SPX Corporation, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent, incorporated by reference from our Current Report on Form 8-K filed on December 20, 2017 (File no. 1-6948). |
10.10 | | — | Third Amendment to Credit Agreement, dated as of December 17, 2019, among SPX Corporation, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the Lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as Foreign Trade Facility Agent, and Bank of America, N.A., as Administrative Agent, incorporated by reference from our Current Report on Form 8-K filed on December 18, 2019 (File no. 1-6948). |
10.11 | | — | |
10.12 | | — | |
| | | | | | | | |
10.13 | | — | |
10.15 *†10.07 | | — | |
| *10.08 | — | |
| *†10.09 | — | |
| | | | | | | | |
| *10.10 | — | |
| *10.11 | — | |
| *10.12 | — | |
| *10.13 | — | |
| *10.14 | — | |
| *10.15 | — | |
| *10.16 | — | |
| *10.17 | — | |
| *10.18 | — | |
| *10.19 | — | |
| *10.20 | — | |
*10.21 | — | |
*10.22 | — | |
*10.23 | — | |
*10.24†10.21 | — | |
*10.25†10.22 | — | |
*10.26†10.23 | — | |
*10.27†10.24 | — | |
*10.28†10.25 | — | |
*10.2910.26 | — | |
*10.30 | — | |
*10.31 | — | |
*10.32 | — | |
*10.33 | — | |
| | | | | | | | |
*10.34 | — | |
*10.3510.27 | — | |
*10.36 | — | |
*10.37 | — | |
*10.3810.28 | — | |
*10.39 | — | |
*10.40 | — | |
*10.41 | — | |
*10.42 | — | |
*10.43 | — | |
*10.44 | — | |
*10.4510.29 | — | |
| | | | | | | | |
*10.4610.30 | — | |
| *10.31 | — | |
| *10.32 | — | |
| *10.33 | — | |
| *10.34 | — | |
| *10.35 | — | |
| *10.36 | — | |
| *10.37 | — | |
| *10.38 | — | |
| *10.39 | — | |
| | |
| 21.1 | | — | |
| 23.1 | | — | |
| 31.1 | | — | |
| 31.2 | | — | |
| 32.1 | | — | |
101.197.1 | | — | |
| 101.INS | — | SPX Corporation financial information from its Form 10-K for the fiscal year ended December 31, 2020, formatted in Inline XBRL including: (i) Consolidated Statements of Operations forInstance Document (the instance document does not appear in the years ended December 31, 2020, 2019 and 2018; (ii) Consolidated Statements of Comprehensive Income forInteractive Data File because its XBRL tags are embedded within the years ended December 31, 2020, 2019 and 2018; (iii) Consolidated Balance Sheets as of December 31, 2020 and 2019; (iv) Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; and (vi) Notes to Consolidated Financial Statements.Inline XBRL document) |
| 101.SCH | — | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | — | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | — | Inline XBRL Taxonomy Extension Definitions Linkbase Document |
| 101.LAB | — | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | — | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104.1 | | — | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data File submitted as (Exhibit 101.1) |
* Denotes management contract or compensatory plan or arrangement.
†Pursuant to the Plan of Merger dated as of August 11, 2022 among SPX Corporation, SPX Technologies, Inc., and SPX Merger, LLC, on August 15, 2022, SPX Technologies, Inc. assumed the sponsorship and obligations thereunder as successor to SPX Corporation.
