DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS We report businesses or asset groups as discontinued operations when, among other things, we commit to a plan to divest the business or asset group, we actively begin marketing the business or asset group, and when the sale of the business or asset group is deemed probable of occurrence within the next twelve months. On May 2, 2019, the Company announced that its Board of Directors had initiated a process to divest a substantial portion of the Company’s former Power and Energy reportable segment, excluding the Bran+Luebbe product line (collectively, the “Disposal Group”). In connection with this initiative, the Company narrowed its strategic focus by separating its process solutions technologies, comprised of its Food and Beverage and its Industrial reportable segments, plus the Bran+Luebbe product line, from its flow control application technologies, comprised of the Disposal Group. Given the specific capabilities that are unique to each category of technologies and businesses, the further intent of the Company is that each business will, through a process of separation, be positioned to improve its respective service to customers through the narrowing of such strategic focus. In connection with the May 2, 2019 announcement and the continued development of the divestiture process through our first quarter of 2020, and in accordance with the criteria described above, we reported the Disposal Group as “held-for-sale”, and as discontinued operations, initially as of the end of our second quarter of 2019. As the operations and organizational structure of the remaining business of Power and Energy (primarily the Bran+Luebbe product line as noted above) have been absorbed into the Industrial reportable segment, and the operating results of the Industrial reportable segment (now including the Bran+Luebbe product line) are regularly reviewed by the Company’s chief operating decision maker, we have reclassified the results of that remaining business into the Industrial reportable segment. The results of operations, cash flows, and assets and liabilities of our discontinued operations and our Industrial segment, for all periods presented in the accompanying condensed consolidated financial statements, have been reclassified to conform to the current year presentation. In November 2019, we entered into a Purchase and Sale Agreement (the “Sale Agreement”) with an affiliate of Apollo Global Management, LLC (the “Buyer”), pursuant to which the Company agreed, indirectly through certain of its subsidiaries, to sell the businesses reflected as discontinued operations in the accompanying condensed consolidated financial statements to the Buyer for a gross purchase price of $475.0 (the “Transaction”). On March 30, 2020, the Company completed the sale of substantially all such businesses and received net proceeds from the Buyer of $406.2, based on an estimate of certain adjustments to the gross purchase price as of the closing date and as discussed further below and, to a lesser extent, certain fees. The consummation of the sale to the Buyer of a remaining business reflected as discontinued operations and based in India, with an expected gross purchase price of $6.4, remains subject to local regulatory approvals. The gross purchase price of $475.0, which includes the purchase price for the business based in India, was subject to (i) reductions based upon the level of certain deductions of the Disposal Group at the closing date, and (ii) certain adjustments based upon the level of net working capital, cash and debt of the Disposal Group at the closing date. The deductions include, for example, components of the Contract Liabilities and certain other current and long-term liabilities of the Disposal Group, as well as deductions for budgeted but un-incurred capital expenditures and other business infrastructure costs measured over periods defined in the Sale Agreement, but in all cases which expired at the closing date. Concurrent with the closing of the Transaction, the parties entered into certain ancillary agreements including, among others, a Transition Services Agreement (the “TSA”) and a Master Procurement Agreement (the “Procurement Agreement”). Under the TSA, SPX FLOW provides the Buyer with certain specified services for varying periods in order to ensure an orderly transition of the business following the closing at agreed-upon prices or rates, which we believe approximate fair market value for such services. These services include, among others, certain information technology, finance and human resources services. The Procurement Agreement provides for purchases by SPX FLOW through May 2025 of certain filtration elements produced by a business unit of the Disposal Group. The historical annual amount of such purchases by SPX FLOW businesses has varied at a level between €7.0 and €8.0. In addition, the Sale Agreement includes certain indemnification obligations which we believe are customary for transactions of this nature, including for certain tax obligations, to the extent such obligations relate to fiscal periods prior to the closing date and exceed amounts which are provided for in the balance sheet of the Disposal Group at closing. We recorded a pre-tax loss on Disposal Group of $8.5 during our first quarter of 2020 to reduce the carrying value of the Disposal Group to our estimate of the net proceeds expected to be realized upon finalization of the purchase price with the Buyer (which is subject to a customary period of review between the parties as discussed below), less estimated costs to sell. As this loss was determined not to be attributable to any individual components of the Disposal Group’s net assets, it was reflected as a valuation allowance against the total assets of the Disposal Group as of March 28, 2020. This loss was attributable primarily to a reduction in the U.S. dollar-denominated proceeds received from the Buyer, relative to the translated U.S. dollar-equivalent carrying values of certain non-U.S. businesses of the Disposal Group, located primarily in the U.K. and Europe, due to a strengthening of the U.S. dollar against the currencies of those businesses during the first quarter of 2020. In addition to the net assets of the Disposal Group as of March 28, 2020, as disclosed in the table below, the Disposal Group has generated a cumulative foreign currency translation adjustment (“CTA”) balance of $179.9, which is included in the Company’s “Accumulated Other Comprehensive Loss” balance of $490.8 in our condensed consolidated balance sheet as of March 28, 2020. The CTA balance of the Disposal Group was included in our calculation of the loss on Disposal Group as of March 28, 2020, and will be included in the amounts divested by SPX FLOW during the second quarter of 2020. As noted above, finalization of the purchase price with the Buyer is subject to a customary period of review between the parties, including of the levels of net working capital, cash and debt, and deductions as of the closing date. Our determination of the net proceeds expected to be realized upon such finalization of the purchase price with the Buyer involves certain estimates and judgments based on, among other items, our interpretation and application of key terms of the Sale Agreement. As such, a change in the loss on disposal associated with the divestiture of the business could occur in a future period, including upon such finalization of the purchase price with the Buyer. Results, major classes of assets and liabilities, and significant non-cash operating items and capital expenditures of discontinued operations Income (loss) from discontinued operations for the three months ended March 28, 2020 and March 30, 2019 was as follows: Three months ended March 28, 2020 March 30, 2019 Revenues $ 110.7 $ 117.7 Cost of products sold (1) 75.3 86.6 Gross profit 35.4 31.1 Selling, general and administrative (1) 30.7 21.4 Intangible amortization (1) — 0.9 Loss on Disposal Group (2) 8.5 — Restructuring and other related charges 0.3 — Operating income (loss) (4.1) 8.8 Other expense, net (0.3) (0.6) Interest expense, net (3) (1.6) (3.1) Income (loss) from discontinued operations before income taxes (6.0) 5.1 Income tax benefit (4) 0.9 — Income (loss) from discontinued operations, net of tax (5.1) 5.1 Less: Income (loss) attributable to noncontrolling interests (0.1) 0.3 Income (loss) from discontinued operations, net of tax and noncontrolling interests $ (5.0) $ 4.8 (1) During the three months ended March 28, 2020, there was no depreciation of property, plant and equipment or amortization of intangible assets, related to our discontinued operations, as the assets of the Disposal Group were classified as held-for-sale for the period. (2) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three months ended March 28, 2020. (3) In addition to any business-specific interest expense and income, the interest expense, net, of discontinued operations reflects an allocation of interest expense, including the amortization of deferred financing fees, related to the Company’s senior notes, senior credit facilities and former trade receivables financing arrangement. Interest expense related to such debt instruments and allocated to discontinued operations was $1.6 and $3.1 for the three months ended March 28, 2020 and March 30, 2019, respectively. The allocation of the Company’s interest expense of these debt instruments was determined based on the proportional amount of average net assets of the discontinued operations to the Company’s average net assets during each period, with the Company’s average net assets determined excluding the average outstanding borrowings under such debt instruments during each period. (4) During the three months ended March 28, 2020, we recorded an income tax benefit of $0.9 on $(6.0) of pre-tax loss from discontinued operations, resulting in an effective tax rate of 15.0%. This compares to no income tax recorded for the three months ended March 30, 2019 on $5.1 of pre-tax income from discontinued operations. The effective tax rate for the first quarter of 2020 reflects the effect that the majority of the pre-tax loss on Disposal Group is not deductible in the various jurisdictions where the sale of the Disposal Group will be recognized. As such, only $1.2 of tax benefit was recognized on the $8.5 pre-tax loss on Disposal Group. The effective tax rate for the first quarter of 2019 was impacted by the relatively small amount of pre-tax income resulting in a disproportionately large impact of certain adjustments on the quarterly effective tax rate. The major classes of assets and liabilities, excluding intercompany balances, as they are excluded from the sale and were settled prior to closing, classified as held-for-sale in the accompanying condensed consolidated balance sheets, were as follows: March 28, 2020 December 31, 2019 ASSETS Current assets: Cash and equivalents $ 6.9 $ 3.1 Accounts receivable, net 97.3 99.4 Contract assets 41.5 43.0 Inventories, net 74.5 72.8 Other current assets 13.0 12.9 Total current assets 233.2 231.2 Property, plant and equipment, net 87.2 87.4 Goodwill 184.1 194.9 Intangibles, net 87.6 92.3 Other assets 58.5 59.2 Total long-term assets (1) 417.4 433.8 Total assets, before valuation allowance 650.6 665.0 Less: valuation allowance (2) (209.5) (201.0) TOTAL ASSETS, net of valuation allowance (1) $ 441.1 $ 464.0 LIABILITIES Current liabilities: Accounts payable $ 47.7 $ 46.6 Contract liabilities 44.5 43.6 Accrued expenses 47.3 52.6 Income taxes payable 1.3 1.6 Current maturities of long-term debt 0.4 0.5 Total current liabilities 141.2 144.9 Long-term debt 3.2 3.6 Deferred and other income taxes 13.2 13.6 Other long-term liabilities 56.7 58.4 Total long-term liabilities (1) 73.1 75.6 TOTAL LIABILITIES (1) $ 214.3 $ 220.5 (1) The total assets and liabilities of discontinued operations are classified in current assets and liabilities, respectively, in our condensed consolidated balance sheets as of March 28, 2020 and December 31, 2019, as the disposition of the Disposal Group occurred, or was expected to occur, within twelve months of each respective date. (2) See previous paragraphs for further discussion regarding the valuation allowance recorded as of March 28, 2020 and December 31, 2019. The following table summarizes the significant non-cash operating items and capital expenditures reflected in cash flows of discontinued operations for the three months ended March 28, 2020 and March 30, 2019: Three months ended March 28, 2020 March 30, 2019 Loss on Disposal Group (1) $ 8.5 $ — Depreciation and amortization (2) — 4.2 Capital expenditures (5.5) (1.6) (1) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three months ended March 28, 2020. (2) As noted above, during the three months ended March 28, 2020, there was no depreciation of property, plant and equipment or amortization of intangible assets, related to our discontinued operations, as the assets of the Disposal Group were classified as held-for-sale for the period. |