Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 26, 2020 | Oct. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 26, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-37393 | |
Entity Registrant Name | SPX FLOW, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3110748 | |
Entity Address, Address Line One | 13320 Ballantyne Corporate Place | |
Entity Address, Postal Zip Code | 28277 | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
City Area Code | 704 | |
Local Phone Number | 752-4400 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 | |
Trading Symbol | FLOW | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,214,104 | |
Entity Central Index Key | 0001641991 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 356.9 | $ 383.5 | $ 954.5 | $ 1,142.3 |
Cost of products sold | 230.8 | 248.9 | 613.8 | 753.7 |
Gross profit | 126.1 | 134.6 | 340.7 | 388.6 |
Selling, general and administrative | 89.9 | 94.3 | 265.9 | 278 |
Intangible amortization | 2.8 | 2.9 | 8.5 | 8.6 |
Asset impairment charges | 0.5 | 10.8 | 3.2 | 10.8 |
Restructuring and other related charges | 1.3 | 0.2 | 8.7 | 7.1 |
Operating income | 31.6 | 26.4 | 54.4 | 84.1 |
Other income (expense), net | 4.2 | (0.3) | 8.5 | 6.5 |
Interest expense, net | (7.4) | (6.5) | (24.9) | (22.5) |
Loss on early extinguishment of debt | (11) | 0 | (11) | 0 |
Income from continuing operations before income taxes | 17.4 | 19.6 | 27 | 68.1 |
Income tax provision | (0.7) | (2.5) | (3.7) | (24.7) |
Income from continuing operations | 16.7 | 17.1 | 23.3 | 43.4 |
Income (loss) from discontinued operations, net of tax | (4.2) | (47.7) | (40.9) | 8.3 |
Net income (loss) | 12.5 | (30.6) | (17.6) | 51.7 |
Less: Net income attributable to noncontrolling interests | 0.4 | 1 | 0.7 | 1.2 |
Net income (loss) attributable to SPX FLOW, Inc. | 12.1 | (31.6) | (18.3) | 50.5 |
Amounts attributable to SPX FLOW, Inc. common shareholders: | ||||
Income from continuing operations, net of tax | 16.3 | 16.3 | 22.5 | 42.2 |
Income (loss) from discontinued operations, net of tax | (4.2) | (47.9) | (40.8) | 8.3 |
Net income (loss) attributable to SPX FLOW, Inc. | $ 12.1 | $ (31.6) | $ (18.3) | $ 50.5 |
Basic income (loss) per share of common stock: | ||||
Income per share from continuing operations (in dollars per share) | $ 0.39 | $ 0.38 | $ 0.53 | $ 0.99 |
Income (loss) per share from discontinued operations (in dollars per share) | (0.10) | (1.13) | (0.96) | 0.20 |
Net income (loss) per share attributable to SPX FLOW, Inc. (in dollars per share) | 0.29 | (0.74) | (0.43) | 1.19 |
Diluted income (loss) per share of common stock: | ||||
Income per share from continuing operations (in dollars per share) | 0.39 | 0.38 | 0.53 | 0.99 |
Income (loss) per share from discontinued operations (in dollars per share) | (0.10) | (1.12) | (0.96) | 0.19 |
Net income (loss) per share attributable to SPX FLOW, Inc. (in dollars per share) | $ 0.29 | $ (0.74) | $ (0.43) | $ 1.18 |
Weighted average number of common shares outstanding - basic (in shares) | 42,127 | 42,434 | 42,425 | 42,418 |
Weighted average number of common shares outstanding - diluted (in shares) | 42,450 | 42,697 | 42,640 | 42,630 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 12.5 | $ (30.6) | $ (17.6) | $ 51.7 |
Other comprehensive income (loss), net: | ||||
Net unrealized gains (losses) on qualifying cash flow hedges, net of tax provision of $—, $—, $— and ($0.1) respectively | 0 | (0.1) | 0.2 | 0.1 |
Reclassification of discontinued operations foreign currency translation adjustments from accumulated other comprehensive loss | 0 | 0 | 178.2 | 0 |
Foreign currency translation adjustments | 20.5 | (33.1) | (14.1) | (32.7) |
Other comprehensive income (loss), net | 20.5 | (33.2) | 164.3 | (32.6) |
Total comprehensive income (loss) | 33 | (63.8) | 146.7 | 19.1 |
Less: Total comprehensive income attributable to noncontrolling interests | 0.6 | 0.7 | 0.5 | 0.7 |
Total comprehensive income (loss) attributable to SPX FLOW, Inc. | $ 32.4 | $ (64.5) | $ 146.2 | $ 18.4 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net unrealized gains on qualifying cash flow hedges, tax (provision) benefit | $ 0 | $ 0 | $ 0 | $ 0.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and equivalents | $ 352.3 | $ 299.2 |
Accounts receivable, net | 232.1 | 243.1 |
Contract assets | 28.7 | 27.3 |
Inventories, net | 222.2 | 208.1 |
Other current assets | 30.1 | 32.2 |
Assets of discontinued operations | 6.3 | 464 |
Total current assets | 871.7 | 1,273.9 |
Property, plant and equipment: | ||
Land | 22.3 | 22.2 |
Buildings and leasehold improvements | 173 | 170.8 |
Machinery and equipment | 358.9 | 325.9 |
Property, plant and equipment, gross | 554.2 | 518.9 |
Accumulated depreciation | (329) | (289) |
Property, plant and equipment, net | 225.2 | 229.9 |
Goodwill | 552.8 | 545.1 |
Intangibles, net | 206.2 | 208.1 |
Other assets | 166.4 | 180.4 |
TOTAL ASSETS | 2,022.3 | 2,437.4 |
Current liabilities: | ||
Accounts payable | 133.9 | 142.6 |
Contract liabilities | 125.1 | 116.3 |
Accrued expenses | 167.3 | 162 |
Income taxes payable | 33.2 | 45.2 |
Short-term debt | 8.9 | 20.7 |
Current maturities of long-term debt | 0.1 | 0.1 |
Liabilities of discontinued operations | 1.7 | 220.5 |
Total current liabilities | 470.2 | 707.4 |
Long-term debt | 397.1 | 693.7 |
Deferred and other income taxes | 26.1 | 27.9 |
Other long-term liabilities | 112.8 | 115 |
Total long-term liabilities | 536 | 836.6 |
Commitments and contingent liabilities (Note 14) | ||
Mezzanine equity | 9.4 | 20.3 |
SPX FLOW, Inc. shareholders’ equity: | ||
Preferred stock, no par value, 3,000,000 shares authorized, and no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 300,000,000 shares authorized, 43,387,156 issued and 42,209,214 outstanding at September 26, 2020, and 43,128,247 issued and 42,566,884 outstanding at December 31, 2019 | 0.4 | 0.4 |
Paid-in capital | 1,694.6 | 1,677 |
Accumulated deficit | (387.5) | (369.2) |
Accumulated other comprehensive loss | (262) | (426.5) |
Common stock in treasury (1,177,942 shares at September 26, 2020, and 561,363 shares at December 31, 2019) | (43.1) | (19.3) |
Total SPX FLOW, Inc. shareholders' equity | 1,002.4 | 862.4 |
Noncontrolling interests | 4.3 | 10.7 |
Total equity | 1,006.7 | 873.1 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY | $ 2,022.3 | $ 2,437.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 26, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 43,387,156 | 43,128,247 |
Common stock, shares outstanding (in shares) | 42,209,214 | 42,566,884 |
Common stock in treasury (in shares) | 1,177,942 | 561,363 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Common Stock in Treasury | Total SPX FLOW, Inc. Shareholders' Equity | Total SPX FLOW, Inc. Shareholders' EquityCumulative Effect, Period of Adoption, Adjustment | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2018 | 42,500,000 | ||||||||||
Beginning balance at Dec. 31, 2018 | $ 963.1 | $ (8.5) | $ 0.4 | $ 1,662.6 | $ (265.6) | $ (8.5) | $ (430.7) | $ (13.9) | $ 952.8 | $ (8.5) | $ 10.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 51.7 | 50.5 | 50.5 | 1.2 | |||||||
Other comprehensive income (loss), net | (32.6) | (32.1) | (32.1) | (0.5) | |||||||
Stock-based compensation expense | 10.2 | 10.2 | 10.2 | ||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings (in shares) | 100,000 | ||||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (5.4) | (5.4) | (5.4) | ||||||||
Dividends attributable to noncontrolling interests | (1) | (1) | |||||||||
Ending balance (in shares) at Sep. 28, 2019 | 42,600,000 | ||||||||||
Ending balance at Sep. 28, 2019 | 977.5 | $ 0.4 | 1,672.8 | (223.6) | (462.8) | (19.3) | 967.5 | 10 | |||
Beginning balance (in shares) at Jun. 29, 2019 | 42,600,000 | ||||||||||
Beginning balance at Jun. 29, 2019 | 1,038.1 | $ 0.4 | 1,669.4 | (192) | (429.9) | (19.1) | 1,028.8 | 9.3 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (30.6) | (31.6) | (31.6) | 1 | |||||||
Other comprehensive income (loss), net | (33.2) | (32.9) | (32.9) | (0.3) | |||||||
Stock-based compensation expense | 3.4 | 3.4 | 3.4 | ||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (0.2) | (0.2) | (0.2) | ||||||||
Ending balance (in shares) at Sep. 28, 2019 | 42,600,000 | ||||||||||
Ending balance at Sep. 28, 2019 | $ 977.5 | $ 0.4 | 1,672.8 | (223.6) | (462.8) | (19.3) | 967.5 | 10 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 42,566,884 | 42,600,000 | |||||||||
Beginning balance at Dec. 31, 2019 | $ 873.1 | $ 0.4 | 1,677 | (369.2) | (426.5) | (19.3) | 862.4 | 10.7 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | (17.6) | (18.3) | (18.3) | 0.7 | |||||||
Other comprehensive income (loss), net | 164.3 | 164.5 | 164.5 | (0.2) | |||||||
Stock-based compensation expense | 11.4 | 11.4 | 11.4 | ||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings (in shares) | 100,000 | ||||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (6.9) | (6.9) | (6.9) | ||||||||
Common stock repurchases (in shares) | (450,000) | ||||||||||
Common stock repurchases | (16.9) | (16.9) | (16.9) | ||||||||
Dividends attributable to noncontrolling interests | (1.4) | (1.4) | |||||||||
Adjustment from mezzanine equity | 1.9 | 1.9 | 1.9 | ||||||||
Settlement of mezzanine equity | 8.2 | 8.2 | 8.2 | ||||||||
Purchase of noncontrolling interest | (8.2) | (3.9) | (3.9) | (4.3) | |||||||
Disposition of discontinued operations | $ (1.2) | (1.2) | |||||||||
Ending balance (in shares) at Sep. 26, 2020 | 42,209,214 | 42,200,000 | |||||||||
Ending balance at Sep. 26, 2020 | $ 1,006.7 | $ 0.4 | 1,694.6 | (387.5) | (262) | (43.1) | 1,002.4 | 4.3 | |||
Beginning balance (in shares) at Jun. 27, 2020 | 42,500,000 | ||||||||||
Beginning balance at Jun. 27, 2020 | 980.7 | $ 0.4 | 1,686.6 | (399.6) | (282.3) | (32.4) | 972.7 | 8 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net income (loss) | 12.5 | 12.1 | 12.1 | 0.4 | |||||||
Other comprehensive income (loss), net | 20.5 | 20.3 | 20.3 | 0.2 | |||||||
Stock-based compensation expense | 3.6 | 3.6 | 3.6 | ||||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (0.1) | (0.1) | (0.1) | ||||||||
Common stock repurchases (in shares) | (255,000) | ||||||||||
Common stock repurchases | (10.7) | (10.7) | (10.7) | ||||||||
Adjustment from mezzanine equity | 0.2 | 0.2 | 0.2 | ||||||||
Settlement of mezzanine equity | 8.2 | 8.2 | 8.2 | ||||||||
Purchase of noncontrolling interest | $ (8.2) | (3.9) | (3.9) | (4.3) | |||||||
Ending balance (in shares) at Sep. 26, 2020 | 42,209,214 | 42,200,000 | |||||||||
Ending balance at Sep. 26, 2020 | $ 1,006.7 | $ 0.4 | $ 1,694.6 | $ (387.5) | $ (262) | $ (43.1) | $ 1,002.4 | $ 4.3 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (17.6) | $ 51.7 |
Less: Income (loss) from discontinued operations, net of tax | (40.9) | 8.3 |
Income from continuing operations | 23.3 | 43.4 |
Adjustments to reconcile income from continuing operations to net cash from operating activities: | ||
Restructuring and other related charges | 8.7 | 7.1 |
Asset impairment charges | 3.2 | 10.8 |
Deferred income taxes | 18.9 | (4) |
Depreciation and amortization | 30.2 | 28.9 |
Stock-based compensation | 10.6 | 9.4 |
Pension and other employee benefits | 1 | 1.5 |
Gains on asset sales and other, net | (0.9) | (0.4) |
Gain on change in fair value of investment in equity security | (7.4) | (7.8) |
Loss on early extinguishment of debt | 11 | 0 |
Changes in operating assets and liabilities, net of effects from business acquisition and discontinued operations: | ||
Accounts receivable and other assets | 16.2 | 37 |
Contract assets and liabilities, net | 4.4 | (27.4) |
Inventories | (11.2) | 1.2 |
Accounts payable, accrued expenses and other | (68.9) | (41.4) |
Cash spending on restructuring actions | (7.5) | (6) |
Net cash from continuing operations | 31.6 | 52.3 |
Net cash from (used in) discontinued operations | (8.3) | 46.8 |
Net cash from operating activities | 23.3 | 99.1 |
Cash flows from (used in) investing activities: | ||
Proceeds from asset sales and other, net | 3.3 | 1 |
Capital expenditures | (17.3) | (17.4) |
Business acquisition, net of cash acquired | (10) | 0 |
Net cash used in continuing operations | (24) | (16.4) |
Net cash from (used in) discontinued operations (includes net proceeds from disposition of $406.2, less cash and restricted cash disposed of $7.3, in the nine months ended September 26, 2020) | 393.4 | (4.6) |
Net cash from (used in) investing activities | 369.4 | (21) |
Cash flows used in financing activities: | ||
Repurchases of senior notes (includes premiums paid of $8.4) | (308.4) | 0 |
Borrowings under amended and restated senior credit facilities | 0 | 134 |
Repayments of amended and restated senior credit facilities | 0 | 34 |
Borrowings under former senior credit facilities | 0 | 33 |
Repayments of former senior credit facilities | 0 | (173) |
Borrowings under former trade receivables financing arrangement | 0 | 54 |
Repayments of former trade receivables financing arrangement | 0 | (54) |
Borrowings under (repayments of) purchase card program, net | (11.6) | 1.7 |
Borrowings under other financing arrangements | 0 | 1.1 |
Repayments of other financing arrangements | (0.3) | (3.2) |
Financing fees paid | 0 | (3.3) |
Purchases of common stock | (16.9) | 0 |
Minimum withholdings paid on behalf of employees for net share settlements, net | (6.9) | (5.4) |
Purchase of noncontrolling interest | (8.2) | 0 |
Dividends paid to noncontrolling interests in subsidiary | (1.2) | (1) |
Net cash used in continuing operations | (353.5) | (50.1) |
Net cash used in discontinued operations | (0.3) | (0.3) |
Net cash used in financing activities | (353.8) | (50.4) |
Change in cash, cash equivalents and restricted cash due to changes in foreign currency exchange rates | 10.2 | (2.6) |
Net change in cash, cash equivalents and restricted cash | 49.1 | 25.1 |
Consolidated cash, cash equivalents and restricted cash, beginning of period | 303.4 | 214.3 |
Consolidated cash, cash equivalents and restricted cash, end of period | $ 352.5 | $ 239.4 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) - USD ($) $ in Millions | Sep. 26, 2020 | Sep. 28, 2019 |
Statement of Cash Flows [Abstract] | ||
Cash and cash equivalents | $ 352.3 | $ 217.6 |
Cash and cash equivalents included in assets of discontinued operations | 0.2 | 20.7 |
Restricted cash included in assets of discontinued operations | 0 | 1.1 |
Consolidated cash, cash equivalents and restricted cash | $ 352.5 | $ 239.4 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 26, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Net proceeds from disposition | $ 406.2 |
Cash disposed of | 7.3 |
Premium paid on senior notes | $ 8.4 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION General Matters SPX FLOW, Inc. and its consolidated subsidiaries (“SPX FLOW,” ‘‘the Company,’’ “we,” “us,” or “our”) operate in two business segments: the Food and Beverage segment and the Industrial segment. We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation. We experienced the adverse impacts of the novel coronavirus pandemic (“COVID-19” or the “COVID-19 pandemic”) beginning in the first quarter of 2020 and these adverse impacts are expected to continue in the fourth quarter of 2020, and possibly longer. 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 condensed consolidated balance sheet as of September 26, 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 related to the valuation of assets and contingent amounts, which could result in the impairment of certain assets or the recognition of costs due to increases in contingent amounts. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2019 Annual Report on Form 10-K. Interim results are not necessarily indicative of full year results and the condensed consolidated financial statements may not be indicative of the Company’s future performance. For the nine months ended September 26, 2020 within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) and of Equity, we corrected Other Comprehensive Income (Loss) to reflect $178.2 of cumulative foreign currency translation adjustments from Accumulated Other Comprehensive Loss related to the disposition of our discontinued operations. We have reclassified certain prior year amounts to conform to the current year presentation, including (1) the effects on results of continuing operations and discontinued operations of a change in legal entity, previously reported in discontinued operations, to continuing operations, in connection with that entity's reclassification during the fourth quarter of 2019, and (2) the borrowings under (repayments of) a purchase card program, separately from the presentation of borrowings under (repayments of) other financing arrangements, in our condensed consolidated statements of cash flow. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations and are denoted in millions of US dollars. See Note 3 for information on discontinued operations and Note 4 for information on our reportable segments. On August 1, 2020, the Company completed the acquisition of POSI LOCK, Inc ("POSI LOCK"), a manufacturer of hydraulic and mechanical pullers used to remove certain parts from equipment in a variety of industries ranging from power transmission and light to heavy industrial applications. We purchased substantially all of the assets, including net working capital, long-term and intangible assets, and assumed certain liabilities of the business, for a cash payment of $10.0. The assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their estimated fair values per preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. The pro forma effects of the acquisition of POSI LOCK are not material to our condensed consolidated results of operations for the three and nine months ended September 26, 2020. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2020 were March 28, June 27, and September 26, compared to the respective March 30, June 29, and September 28, 2019 dates. We had one less day in the first quarter of 2020 and will have two more days in the fourth quarter of 2020 than in the respective 2019 periods. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 26, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTSThe following is a summary of new accounting pronouncements that apply or may apply to our business. In June 2016, and as subsequently amended, the Financial Accounting Standards Board (the “FASB”) issued an amendment on the measurement of credit losses. This amendment requires companies to estimate all expected credit losses for certain types of financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The adoption of this amendment by the Company effective January 1, 2020 did not have an impact on its condensed consolidated financial statements. We concluded that this amendment applies primarily to our “Accounts Receivable, net” balance, as we have not historically experienced, nor do we expect to experience, significant credit losses related to our “Contract Assets” or “Contract Liabilities” balances. The contracts underlying “Contract Assets” and “Contract Liabilities” balances, for which revenue is recognized over time, contain cancellation and payment clauses within their terms that generally serve to protect the Company in the event of a default by a customer. In addition, customers with whom these types of contracts are entered into are historically among the Company’s largest and such customers generally have more significant levels of financial resources than certain of our customers with whom contracts are recognized at a point in time. The Company performed an analysis of its accounts receivable collection history, evaluated the aging of accounts receivables outstanding as of the adoption date and considered the potential for changes in future collection experience, in assessing the application of the amendment and in concluding that the amendment had no impact on our allowance for uncollectible account receivables as of January 1, 2020, when compared to allowances recognized based on our previously existing allowance for uncollectible accounts receivable methodologies. In August 2018, the FASB issued an amendment to modify the disclosure requirements related to fair value measurements. This amendment removes, modifies and adds certain disclosures required under current guidance. For example, the amendment removes the requirements to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy as well as the policy for timing of transfers between levels, and requires certain additional disclosures related to Level 3 fair value measurements. The adoption of this amendment by the Company effective January 1, 2020 did not have a significant impact on its condensed consolidated financial statements. In August 2018, the FASB issued an amendment to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Among other changes in requirements, the amendments in this update also require an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This amendment was adopted by the Company effective January 1, 2020 using the prospective transition approach and did not have a significant impact on its condensed consolidated financial statements. In August 2018, the FASB issued an amendment to modify the disclosure requirements related to defined benefit plans. This amendment removes, clarifies and adds certain disclosures required under current guidance. For example, the amendment removes the requirement to disclose the effects of a one-percentage point change in assumed health care cost trend rates on postretirement benefit obligations and service and interest cost components of periodic benefit costs, and requires an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This amendment is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact this amendment may have on its condensed consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 26, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
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 was that each business would, 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 thereafter, 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 the former Power and Energy segment (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, reflect this 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 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. Net of cash and restricted cash of $7.3 included in the net assets of the Disposal Group which were sold as of March 30, 2020, cash flows from investing activities for the nine months ended September 26, 2020, reflect net proceeds of $398.9 from disposition of the Disposal Group. The consummation of the sale to the Buyer of a remaining business reflected as “Assets of Discontinued Operations” and “Liabilities of Discontinued Operations” in our condensed consolidated balance sheet as of September 26, 2020 and based in India, with an expected gross purchase price of $6.4, remains subject to local regulatory approvals but is expected to occur before the end of the year. The majority of the “Assets of Discontinued Operations” and “Liabilities of Discontinued Operations”, as well as cumulative foreign currency translation adjustment of $178.2 (previously included in the Company’s “Accumulated Other Comprehensive Loss” balance) and “Noncontrolling Interests” of $1.2, which were removed from our condensed consolidated balance sheet during the second quarter of 2020, equaled the net proceeds received upon consummation of the Transaction. 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 included, 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. 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 that were expected to be realized upon finalization of the purchase price with the Buyer (which was 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. As noted above, finalization of the purchase price with the Buyer was subject to a customary period of review between the parties. We recorded a pre-tax loss on Disposal Group of $2.0 during our second quarter of 2020 related to working capital adjustments and ongoing discussions with the Buyer . During the third quarter of 2020, we finalized the levels of net working capital, cash and debt, and deductions as of the closing date with the Buyer, which resulted in an additional $1.2 pre-tax loss on Disposal Group being recorded in the quarter. The determination of the final settlement with the Buyer involved resolution of certain estimates and judgments based on, among other items, the interpretation and application of key terms of the Sale Agreement. In addition, during the third quarter of 2020, we recorded a $0.4 pre-tax loss on Disposal Group to reduce the carrying value of the business based in India, the sale of which remains subject to local regulatory approvals but is expected to close before the end of the year, to its expected gross purchase price of $6.4. 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. 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, and $1.3 and $2.8, respectively, of income from such services was recognized as a component of "Other Income (Expense), net" during the three and nine months ended September 26, 2020. 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 approximately $8.0 and $9.0. 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 and nine months ended September 26, 2020 and September 28, 2019 was as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues $ 1.3 $ 115.6 $ 112.7 $ 361.1 Cost of products sold (1)(2) 0.8 94.2 76.6 266.8 Gross profit 0.5 21.4 36.1 94.3 Selling, general and administrative (1) 0.6 24.0 32.1 69.4 Intangible amortization (1) — — — 1.9 Loss on Disposal Group (3) 1.6 52.0 12.1 52.0 Restructuring and other related charges — — 0.3 — Operating loss (1.7) (54.6) (8.4) (29.0) Other income (expense), net — 0.1 (0.3) (0.9) Interest expense, net (4) — (2.8) (1.6) (9.2) Loss from discontinued operations before income taxes (1.7) (57.3) (10.3) (39.1) Income tax benefit (provision) (5) (2.5) 9.6 (30.6) 47.4 Income (loss) from discontinued operations, net of tax (4.2) (47.7) (40.9) 8.3 Less: Income (loss) attributable to noncontrolling interests — 0.2 (0.1) — Income (loss) from discontinued operations, net of tax and noncontrolling interests $ (4.2) $ (47.9) $ (40.8) $ 8.3 (1) During the three and nine months ended September 26, 2020, and the three months ended September 28, 2019, 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. Depreciation and amortization were recognized for the period prior to the Disposal Group being classified as held-for-sale during the nine months ended September 28, 2019, as the assets of the Disposal Group were initially classified as held-for-sale as of the end of the second quarter of 2019. (2) During the three and nine months ended September 28, 2019, we recorded a charge to “Cost of products sold” of $17.0 related to the settlement of a previous payment demand from a customer related to a project of the Disposal Group. The demand and related claims arose from the Company’s supply of equipment used in a series of long-term nuclear power projects that were substantially complete in terms of our production, revenue recognition and receipt of payment. The liability associated with this settlement was recorded as a components of “Accrued expenses” of the discontinued operations of the Company and was paid by the Company on September 30, 2019 in connection with a settlement agreement entered into with the customer on that date. The agreement released the Company from further claims by the customer, beyond the ordinary warranty obligations that were associated with the underlying project. (3) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three and nine months ended September 26, 2020. During the three and nine months ended September 28, 2019, management had evaluated indicators of fair value of the Company’s Disposal Group, including indications of fair value received from third parties in connection with the marketing of the business through the end of the third quarter of 2019. Based on developments associated with the marketing and sale process that arose during the Company’s third quarter of 2019, and indications of fair value received through the conclusion of the third quarter, the Company recorded a pre-tax charge of $52.0 to reduce the carrying value of the net assets of the Disposal Group, including relevant foreign currency translation adjustment balances, to estimated fair value less costs to sell. The loss on Disposal Group was determined not to be attributable to any individual components of the Disposal Group’s net assets, and was therefore reflected as a valuation allowance against the total assets of the Disposal Group as of September 28, 2019. (4) 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 $0.0 and $2.8 for the three months ended September 26, 2020 and September 28, 2019, respectively, and $1.6 and 9.2 for the nine month periods then ended, 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. (5) During the three months ended September 26, 2020, we recorded an income tax provision of $2.5 on $(1.7) of pre-tax loss from discontinued operations, resulting in an effective tax rate of (147.1)%. This compares to an income tax benefit for the three months ended September 28, 2019 of $9.6 on $(57.3) of pre-tax loss from discontinued operations, resulting in an effective tax rate of 16.8%. The effective tax rate for the third quarter of 2020 was impacted by income tax charges of (i) $1.7 related to a reduction in the benefit related to the loss for global intangible low-taxed income purposes and (ii) $0.4 resulting from adjustments to the U.S. tax liability for prior years. The effective tax rate for the third quarter of 2019 was impacted by the effect that the majority of the loss on Disposal Group of $52.0 will not result in a tax benefit such that only $2.0 of tax benefit was recognized on that loss, as well as by a benefit of $7.5 resulting from basis differences that were realized through the disposition of the held-for-sale assets. The major classes of assets and liabilities, excluding intercompany balances, as they were 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: September 26, 2020 December 31, 2019 ASSETS Current assets: Cash and equivalents $ 0.2 $ 3.1 Accounts receivable, net 2.4 99.4 Contract assets — 43.0 Inventories, net 0.9 72.8 Other current assets 0.5 12.9 Total current assets 4.0 231.2 Property, plant and equipment, net 0.6 87.4 Goodwill 2.1 194.9 Intangibles, net — 92.3 Other assets — 59.2 Total long-term assets (1) 2.7 433.8 Total assets, before valuation allowance 6.7 665.0 Less: valuation allowance (2) (0.4) (201.0) TOTAL ASSETS, net of valuation allowance (1) $ 6.3 $ 464.0 LIABILITIES Current liabilities: Accounts payable $ 1.2 $ 46.6 Contract liabilities 0.1 43.6 Accrued expenses 0.4 52.6 Income taxes payable — 1.6 Current maturities of long-term debt — 0.5 Total current liabilities 1.7 144.9 Long-term debt — 3.6 Deferred and other income taxes — 13.6 Other long-term liabilities — 58.4 Total long-term liabilities (1) — 75.6 TOTAL LIABILITIES (1) $ 1.7 $ 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 September 26, 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. The consummation of the sale to the Buyer of a remaining business reflected as discontinued operations as of September 26, 2020 and based in India, with an expected gross purchase price of $6.4, remains subject to local regulatory approvals but is expected to occur prior to the end of the year. (2) See previous paragraphs for further discussion regarding the valuation allowance recorded as of September 26, 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 nine months ended September 26, 2020 and September 28, 2019: Nine months ended September 26, 2020 September 28, 2019 Loss on Disposal Group (1) $ 12.1 $ 52.0 Depreciation and amortization (2) — 7.8 Capital expenditures (5.5) (4.6) Proceeds on disposition of Disposal Group (3) 398.9 — (1) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the nine months ended September 26, 2020 and September 28, 2019. (2) As noted above, during the nine months ended September 26, 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. Depreciation and amortization were recognized for the period prior to the Disposal Group being classified as held-for sale during the nine months ended September 28, 2019, as the assets of the Disposal Group were initially classified as held-for-sale as of the end of the second quarter of 2019. (3) As noted above, proceeds of $406.2 were received from the Buyer during the nine months ended September 26, 2020. Net of cash and restricted cash of $7.3 included in the net assets of the Disposal Group which were sold as of March 30, 2020, cash flows of $398.9 were realized upon disposition of the Disposal Group (excluding consummation of the sale of a business based in India, as noted above). |
INFORMATION ON REPORTABLE SEGME
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER | INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER We innovate with customers to help feed and enhance the world by designing, delivering and servicing high value process solutions at the heart of growing and sustaining our diverse communities with operations in over 30 countries and sales in over 140 countries around the world. The Company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of sanitary and industrial markets. Beginning in the second quarter of 2019 and after reflecting the classification of our former Power and Energy reportable segment as held-for-sale, we have two reportable segments: the Food and Beverage segment and the Industrial segment. In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (the “Codification”) to operating income or loss of each segment before considering asset impairment charges, restructuring and other related charges, pension and postretirement service costs and other indirect corporate expenses (including corporate stock-based compensation). This is consistent with the way our chief operating decision maker evaluates the results of each segment. Food and Beverage The Food and Beverage reportable segment operates in a regulated, global industry with customers who demand highly engineered, process solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include homogenizers, pumps, valves, separators and heat exchangers. We also design and assemble process systems that integrate many of these products for our customers. Key brands include APV, Gerstenberg Schroeder, Seital and Waukesha Cherry-Burrell. Industrial The Industrial reportable segment primarily serves customers in the chemical, air treatment, mining, pharmaceutical, marine, infrastructure construction, general industrial and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and heat exchangers. Key brands include Airpel, APV, Bolting Systems, Bran+Luebbe, Deltech, Hankison, Jemaco, Johnson Pump, LIGHTNIN, POSI LOCK, Power Team and Stone. Corporate Expense Corporate expense generally relates to the cost of our Charlotte, North Carolina corporate headquarters and our Asia Pacific center in Shanghai, China. Corporate expense also reflects stock-based compensation costs associated with corporate employees. Reportable Segment Financial Data Financial data for our reportable segments for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues: Food and Beverage $ 160.6 $ 178.9 $ 443.1 $ 530.0 Industrial 196.3 204.6 511.4 612.3 Total revenues $ 356.9 $ 383.5 $ 954.5 $ 1,142.3 Income: Food and Beverage $ 24.2 $ 27.1 $ 62.7 $ 59.6 Industrial 28.6 28.7 57.9 87.9 Total income for reportable segments 52.8 55.8 120.6 147.5 Corporate expense (1) 19.2 18.1 53.7 44.8 Pension and postretirement service costs 0.2 0.3 0.6 0.7 Asset impairment charges (2) 0.5 10.8 3.2 10.8 Restructuring and other related charges 1.3 0.2 8.7 7.1 Consolidated operating income $ 31.6 $ 26.4 $ 54.4 $ 84.1 (1) Includes $0.0 and $2.7 for the three months ended September 26, 2020 and September 28, 2019, respectively, and $2.4 and $5.8 for the nine months then ended, respectively, related to costs for certain centralized functions/services provided and/or administered by SPX FLOW that were previously charged to business units of which the related financial results of operations have been reclassified to discontinued operations. These centralized functions/services included, but were not limited to, information technology, shared services for accounting, payroll services, supply chain, and manufacturing and process improvement operations/services. These costs generally represent the costs of employees who provided such centralized functions/services to the business units reclassified as discontinued operations but who remained employees of SPX FLOW upon the disposition of the discontinued operations. (2) Asset impairment charges of $0.5, during the three months ended September 26, 2020, resulted from further management evaluation of certain assets during the third quarter which were impacted by management’s decision during the second quarter of 2020 to consolidate and relocate the operations of a U.S. manufacturing facility within the Industrial reportable segment to existing facilities in the U.S. as well as in our EMEA and APAC regions. Charges for the nine months ended September 26, 2020 included these charges, $0.8 of charges recorded during the second quarter of 2020 related to this action and asset impairment charges of $1.9 which resulted from management’s decision, during the first quarter of 2020, to discontinue a product line within the Industrial reportable segment. Asset impairment charges of $10.8, during the three and nine months ended September 28, 2019, resulted from management’s decision to market a corporate asset for sale. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 9 Months Ended |
Sep. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | REVENUE FROM CONTRACTS WITH CUSTOMERS Information regarding the nature, amount, timing and uncertainty of revenue, and the related cash flows, is noted in further detail below. Revenues recognized over time: The following table provides revenues recognized over time by reportable segment for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues recognized over time: Food and Beverage $ 60.5 $ 54.2 $ 161.6 $ 207.2 Industrial 12.5 11.2 28.2 40.7 Total revenues recognized over time $ 73.0 $ 65.4 $ 189.8 $ 247.9 Disaggregated Information about Revenues: Our aftermarket revenues generally include sales of parts and service/maintenance support, and original equipment (“OE”) revenues generally include all other revenue streams. The following tables provide disaggregated information about our OE, including Food and Beverage systems, and aftermarket revenues by reportable segment for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended September 26, 2020 Three months ended September 28, 2019 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Food and Beverage $ 102.3 (1) $ 58.3 $ 160.6 $ 118.6 (1) $ 60.3 $ 178.9 Industrial 126.8 69.5 196.3 138.1 66.5 204.6 Total revenues $ 229.1 $ 127.8 $ 356.9 $ 256.7 $ 126.8 $ 383.5 (1) Includes $54.5 and $63.6 for the three months ended September 26, 2020 and September 28, 2019, respectively, of revenue realized from the sale of highly engineered Food and Beverage systems. Nine months ended September 26, 2020 Nine months ended September 28, 2019 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Food and Beverage $ 272.3 (1) $ 170.8 $ 443.1 $ 348.1 (1) $ 181.9 $ 530.0 Industrial 325.7 185.7 511.4 415.0 197.3 612.3 Total revenues $ 598.0 $ 356.5 $ 954.5 $ 763.1 $ 379.2 $ 1,142.3 (1) Includes $138.9 and $188.6 for the nine months ended September 26, 2020 and September 28, 2019, respectively, of revenue realized from the sale of highly engineered Food and Beverage systems. Contract Balances: Our contract accounts receivable, assets and liabilities, and changes in such balances, were as follows: September 26, 2020 December 31, 2019 Change (1) Contract accounts receivable (2) $ 222.0 $ 231.9 $ (9.9) Contract assets 28.7 27.3 1.4 Contract liabilities (125.1) (116.3) (8.8) Net contract balance $ 125.6 $ 142.9 $ (17.3) (1) The $17.3 decrease in our net contract balance from December 31, 2019 to September 26, 2020 was primarily due to a reduction in volume of revenues recognized at a point in time, partially due to the effects of the COVID-19 pandemic during the nine months ended September 26, 2020, as well as the timing of advance and milestone payments received on certain Food and Beverage contracts recognized over time, and of performance obligations satisfied and the related revenue recognized on such contracts. (2) Included in “Accounts receivable, net” in our condensed consolidated balance sheets. Amounts are presented before consideration of the allowance for uncollectible accounts. During the three months ended September 26, 2020 and September 28, 2019, we recognized revenues of $12.9 and $37.7 related to contract liabilities outstanding as of December 31, 2019 and 2018, respectively. During the nine months ended September 26, 2020 and September 28, 2019, we recognized revenues of $83.5 and $114.5 related to contract liabilities outstanding as of December 31, 2019 and 2018, respectively. Contract Costs: As of September 26, 2020 and December 31, 2019, the Company recognized an asset related to the incremental costs of obtaining contracts with customers of $0.4, which is classified in “Other current assets” in the accompanying condensed consolidated balance sheets. Remaining Performance Obligations: As of September 26, 2020 and September 28, 2019, the aggregate amount of our remaining performance obligations was $530.4 and $481.0, respectively. The Company expects to recognize revenue on approximately 91% and substantially all of our remaining performance obligations outstanding as of September 26, 2020 within the next 12 and 24 months, respectively. |
LEASES
LEASES | 9 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Leases | LEASES Information regarding our operating and finance lease right-of-use (“ROU”) assets and liabilities, expense, cash flows and non-cash activities, future lease payments and key assumptions used in accounting for such leases, is noted in further detail below. The components of operating and finance lease ROU assets and liabilities as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Balance Sheet Caption in Which Balance is Reported Finance lease ROU assets $ 0.5 $ 0.5 Property, plant and equipment, net Operating lease ROU assets 44.1 48.8 Other assets Current portion of operating lease liabilities 15.5 15.4 Accrued expenses Current portion of finance lease liabilities 0.1 0.1 Current maturities of long-term debt Long-term finance lease liabilities 0.4 0.5 Long-term debt Long-term operating lease liabilities 35.8 40.4 Other long-term liabilities The components of lease expense for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 (1) September 28, 2019 (1) September 26, 2020 (1) September 28, 2019 (1) Operating lease cost (2) $ 4.5 $ 4.8 13.6 $ 14.0 Short-term lease cost (2) 1.1 0.8 2.5 2.0 Variable lease cost (2) 0.1 0.1 0.3 0.6 Total lease cost $ 5.7 $ 5.7 $ 16.4 $ 16.6 (1) Finance lease costs, including amortization of finance lease ROU assets and interest on finance lease liabilities, were less than $0.1 individually, for the three and nine months ended September 26, 2020 and September 28, 2019. (2) Included in “Cost of products sold” and “Selling, general and administrative” in our condensed consolidated statements of operations. The future lease payments under operating and finance leases with initial remaining terms in excess of one year as of September 26, 2020 were as follows: Year Ending December 31, Operating leases Finance leases Total 2020 $ 4.7 $ 0.1 $ 4.8 2021 14.0 0.2 14.2 2022 10.5 0.1 10.6 2023 8.3 0.1 8.4 2024 6.6 0.1 6.7 2025 4.1 — 4.1 Thereafter 11.0 — 11.0 Total lease payments 59.2 0.6 59.8 Less: interest (7.9) (0.1) (8.0) Present value of lease liabilities $ 51.3 $ 0.5 $ 51.8 Key assumptions used in accounting for our operating and finance leases as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.9 6.0 Finance leases 3.7 4.3 Weighted-average discount rate: Operating leases 4.19 % 4.49 % Finance leases 5.33 % 5.32 % Cash flows and non-cash activities related to our operating and finance leases for the nine months ended September 26, 2020 and September 28, 2019 were as follows: Nine months ended September 26, 2020 September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 12.6 $ 14.2 Operating cash flows paid for finance leases — — Financing cash flows paid for finance leases 0.1 — Non-cash activities: Operating lease ROU assets obtained in exchange for new operating lease liabilities 4.1 10.9 Finance lease ROU assets obtained in exchange for new finance lease liabilities — 0.3 |
Leases | LEASES Information regarding our operating and finance lease right-of-use (“ROU”) assets and liabilities, expense, cash flows and non-cash activities, future lease payments and key assumptions used in accounting for such leases, is noted in further detail below. The components of operating and finance lease ROU assets and liabilities as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Balance Sheet Caption in Which Balance is Reported Finance lease ROU assets $ 0.5 $ 0.5 Property, plant and equipment, net Operating lease ROU assets 44.1 48.8 Other assets Current portion of operating lease liabilities 15.5 15.4 Accrued expenses Current portion of finance lease liabilities 0.1 0.1 Current maturities of long-term debt Long-term finance lease liabilities 0.4 0.5 Long-term debt Long-term operating lease liabilities 35.8 40.4 Other long-term liabilities The components of lease expense for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 (1) September 28, 2019 (1) September 26, 2020 (1) September 28, 2019 (1) Operating lease cost (2) $ 4.5 $ 4.8 13.6 $ 14.0 Short-term lease cost (2) 1.1 0.8 2.5 2.0 Variable lease cost (2) 0.1 0.1 0.3 0.6 Total lease cost $ 5.7 $ 5.7 $ 16.4 $ 16.6 (1) Finance lease costs, including amortization of finance lease ROU assets and interest on finance lease liabilities, were less than $0.1 individually, for the three and nine months ended September 26, 2020 and September 28, 2019. (2) Included in “Cost of products sold” and “Selling, general and administrative” in our condensed consolidated statements of operations. The future lease payments under operating and finance leases with initial remaining terms in excess of one year as of September 26, 2020 were as follows: Year Ending December 31, Operating leases Finance leases Total 2020 $ 4.7 $ 0.1 $ 4.8 2021 14.0 0.2 14.2 2022 10.5 0.1 10.6 2023 8.3 0.1 8.4 2024 6.6 0.1 6.7 2025 4.1 — 4.1 Thereafter 11.0 — 11.0 Total lease payments 59.2 0.6 59.8 Less: interest (7.9) (0.1) (8.0) Present value of lease liabilities $ 51.3 $ 0.5 $ 51.8 Key assumptions used in accounting for our operating and finance leases as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.9 6.0 Finance leases 3.7 4.3 Weighted-average discount rate: Operating leases 4.19 % 4.49 % Finance leases 5.33 % 5.32 % Cash flows and non-cash activities related to our operating and finance leases for the nine months ended September 26, 2020 and September 28, 2019 were as follows: Nine months ended September 26, 2020 September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 12.6 $ 14.2 Operating cash flows paid for finance leases — — Financing cash flows paid for finance leases 0.1 — Non-cash activities: Operating lease ROU assets obtained in exchange for new operating lease liabilities 4.1 10.9 Finance lease ROU assets obtained in exchange for new finance lease liabilities — 0.3 |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 9 Months Ended |
Sep. 26, 2020 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES Restructuring and other related charges for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Food and Beverage $ 0.4 $ (0.8) $ 2.4 $ 5.4 Industrial 0.5 0.6 5.1 1.3 Other 0.4 0.4 1.2 0.4 Total $ 1.3 $ 0.2 $ 8.7 $ 7.1 Restructuring and Other Related Charges By Reportable Segment Food and Beverage — Charges for the three months ended September 26, 2020 related primarily to severance and other costs associated with a reduction in force of certain engineering employees based in our EMEA region. Charges for the nine months ended September 26, 2020 related primarily to a reduction in force of certain commercial employees based in our EMEA regio n and, to a lesser extent, severance and other costs associated primarily with reductions in force of certain engineering, commercial and other functional support employees within the segment, across all regions in which the segment operates. The credit for the three months ended September 28, 2019 related primarily to a revision of estimates for previously recognized charges related to prior actions, initiated (i) during the fourth quarter of 2018 which impacted a business associated with the execution of large dry-dairy systems projects, and (ii) during the second quarter of 2019 which related to the closure of a facility in South America. Charges for the nine months ended September 28, 2019 related primarily to severance and other costs associated with (i) additional charges associated with the further rationalization, initiated during the fourth quarter of 2018, of the dry-dairy business noted above, as well as (ii) the closure of the facility in South America noted above. Industrial — Charges for the three months ended September 26, 2020 related primarily to severance and other costs associated with reductions in force of (i) certain operations personnel based in EMEA and (ii) certain engineering employees based in the U.S. Charges for the nine months ended September 26, 2020 related to the above costs as well as severance and other costs associated primarily with (i) the consolidation and relocation of the operations of a U.S. manufacturing facility to existing facilities in the U.S. as well as in our EMEA and APAC regions and (ii) reductions in force of certain engineering, commercial and other functional support employees within the segment, primarily in EMEA and, to a lesser extent, across the other regions in which the segment operates. Charges for the three months ended September 28, 2019 related primarily to severance and other costs associated with the closure of a sales office and service center in North America. Charges for the nine months ended September 28, 2019 related primarily to severance and other costs associated with (i) certain operations personnel in the EMEA region, and (ii) the closure of a sales office and service center in North America. Other — Charges for the three months ended September 26, 2020 related primarily to severance costs associated with the rationalization and outsourcing of certain corporate support functions. Charges for the nine months ended September 26, 2020 related to the above costs as well as severance and other costs associated with certain corporate support employees. Charges for the three and nine months ended September 28, 2019 related to severance and other costs associated with the rationalization of a corporate support function. The following is an analysis of our restructuring liabilities (included in “Accrued expenses” in our condensed consolidated balance sheets) for the nine months ended September 26, 2020 and September 28, 2019: Nine months ended September 26, 2020 September 28, 2019 Balance at beginning of year $ 7.6 $ 7.1 Restructuring and other related charges (1) 8.1 6.8 Utilization — cash (7.5) (6.0) Currency translation adjustment and other — (0.3) Balance at end of period $ 8.2 $ 7.6 (1) Amounts that impacted restructuring and other related charges but not the restructuring liabilities included $0.6 and $0.3 of other related charges during the nine months ended September 26, 2020 and September 28, 2019, respectively. |
INVENTORIES, NET
INVENTORIES, NET | 9 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories at September 26, 2020 and December 31, 2019 comprised the following: September 26, 2020 December 31, 2019 Finished goods $ 93.0 $ 82.5 Work in process 51.7 47.0 Raw materials and purchased parts 84.8 85.9 Total FIFO cost 229.5 215.4 Excess of FIFO cost over LIFO inventory value (7.3) (7.3) Total inventories $ 222.2 $ 208.1 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 11% of total inventory at September 26, 2020 and December 31, 2019. Other inventories are valued using the first-in, first-out (“FIFO”) method. |
GOODWILL, OTHER INTANGIBLE ASSE
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES | 9 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES | GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES Goodwill The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 26, 2020 were as follows: December 31, 2019 Goodwill Resulting from Business Combination (1) Impairments Foreign Currency Translation and Other September 26, 2020 Food and Beverage $ 257.5 $ — $ — $ 3.2 $ 260.7 Industrial (2) 287.6 1.2 — 3.3 292.1 Total $ 545.1 $ 1.2 $ — $ 6.5 $ 552.8 (1) Reflects goodwill that arose from the POSI LOCK acquisition during the third quarter of 2020. As discussed in Note 1, the assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their estimated fair values using preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. (2) The carrying amount of goodwill included $133.8 and $133.6 of accumulated impairments as of September 26, 2020 and December 31, 2019, respectively. We completed our annual impairment testing of goodwill (and indefinite-lived intangible assets that are not amortized) during the fourth quarter of 2019 and determined there were no impairments. The goodwill impairment tests indicated significant excess fair value over the carrying value of both of our reporting units. During the three and nine months ended September 26, 2020, we evaluated whether a triggering event had occurred due to the effects of the COVID-19 pandemic. We do not expect the adverse impacts of the COVID-19 pandemic to significantly affect the assumptions underlying our long-term revenue and cash flow growth rates, operating models or business strategies, and the fair values of our reporting units continued to substantially exceed their respective carrying values as of September 26, 2020. Therefore, we do not consider the COVID-19 pandemic to be a triggering event to accelerate our annual impairment analysis and no impairment charges for goodwill or indefinite-lived intangible assets were recorded during the three and nine months ended September 26, 2020. We will perform our annual impairment testing of goodwill (and indefinite-lived intangible assets that are not amortized), during the fourth quarter of 2020 in conjunction with our annual financial planning process. In performing that annual impairment testing, we will assess, among other items, the effects of the COVID-19 pandemic, order trends and the operating cash flow performance of our reporting units. Other Intangibles, Net Identifiable intangible assets were as follows: September 26, 2020 December 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 132.2 $ (105.4) $ 26.8 $ 124.7 $ (97.5) $ 27.2 Technology 62.9 (49.9) 13.0 61.7 (46.6) 15.1 Patents 6.2 (4.6) 1.6 5.6 (4.5) 1.1 Other 8.3 (8.3) — 8.1 (8.1) — 209.6 (168.2) 41.4 200.1 (156.7) 43.4 Trademarks with indefinite lives 164.8 — 164.8 164.7 — 164.7 Total $ 374.4 $ (168.2) $ 206.2 $ 364.8 $ (156.7) $ 208.1 As of September 26, 2020, the net carrying value of intangible assets with determinable lives consisted of the following by reportable segment: $22.3 in Food and Beverage and $19.1 in Industrial. Trademarks with indefinite lives consisted of the following by reportable segment: $97.1 in Food and Beverage and $67.7 in Industrial. Intangibles acquired in connection with the POSI LOCK acquisition during the third quarter of 2020 included customer relationships, patents, and tradenames of $5.3, $0.8, and $0.3, respectively, and are reflected in the Industrial reportable segment balances as of September 26, 2020 noted above. As discussed in Note 1, the assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their estimated fair values using preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. No intangible asset impairment charges were recorded during the nine months ended September 26, 2020 or September 28, 2019. Other changes in the gross carrying values of trademarks and other identifiable intangible assets during the nine months ended September 26, 2020 related to foreign currency translation. Tangible Long-Lived Asset Impairment Charges As discussed in Note 4 , asset impairment charges of $0.5 during the three months ended September 26, 2020 resulted from further management evaluation of certain assets during the third quarter which were impacted by management’s decision during the second quarter of 2020 to consolidate and relocate the operations of a U.S. manufacturing facility within the Industrial reportable segment to existing facilities in the U.S. as well as in our EMEA and APAC regions. Such charges related to the real property and, to a lesser extent, certain machinery and equipment, of the facility. Charges for the nine months ended September 26, 2020 include these charges, $0.8 of charges recorded during the second quarter related to this action and asset impairment charges of $1.9 which resulted from management’s decision during the first quarter of 2020 to discontinue a product line within the Industrial reportable segment. Such charges related to certain machinery and equipment of the segment. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 26, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANSSPX FLOW sponsors a number of defined benefit pension plans and a postretirement plan. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis. Components of Net Periodic Pension and Postretirement Benefit Expense Net periodic benefit expense for our foreign pension plans and our domestic pension and postretirement plans for the three and nine months ended September 26, 2020 and September 28, 2019 included the following components: Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Three months ended Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Service cost $ 0.2 0.3 $ — $ — $ 0.2 $ 0.3 Selling, general and administrative Interest cost 0.1 0.1 — 0.1 0.1 0.2 Other income (expense), net Total net periodic benefit expense $ 0.3 $ 0.4 $ — $ 0.1 $ 0.3 $ 0.5 Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Nine Months Ended Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Service cost $ 0.6 0.7 $ — $ — $ 0.6 $ 0.7 Selling, general and administrative Interest cost 0.3 0.3 0.1 0.3 0.4 0.6 Other income (expense), net Recognized net actuarial loss (1) — — — 0.2 — 0.2 Other income (expense), net Total net periodic benefit expense $ 0.9 $ 1.0 $ 0.1 $ 0.5 $ 1.0 $ 1.5 (1) For the nine months ended September 28, 2019, the $0.2 charge reflects the effects of a partial settlement and remeasurement of our domestic pension plan, resulting from the lump sum payment of a former officer’s pension obligation during the second quarter of 2019. Employer Contributions |
INDEBTEDNESS
INDEBTEDNESS | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Debt at September 26, 2020 and December 31, 2019 was comprised of the following: September 26, 2020 December 31, 2019 Term loan, due in June 2022 $ 100.0 $ 100.0 5.625% senior notes (1) — 300.0 5.875% senior notes, due in August 2026 300.0 300.0 Other indebtedness (2) 9.4 21.3 Less: deferred financing fees (3) (3.3) (6.8) Total debt 406.1 714.5 Less: short-term debt 8.9 20.7 Less: current maturities of long-term debt 0.1 0.1 Total long-term debt $ 397.1 $ 693.7 (1) On August 15, 2020, with a cash payment, we redeemed our 5.625% senior notes due in August 2024 (the "2024 Notes") in full pursuant to the redemption provisions of the indenture governing the 2024 Notes for a total redemption price of $308.4, plus accrued and unpaid interest. As a result of the redemption, we recorded a charge of $11.0 to "Loss on early extinguishment of debt" during the third quarter of 2020, which related to premiums paid to redeem the 2024 Notes of $8.4, the write-off of unamortized deferred financing fees of $2.5, and other costs associated with the extinguishment of the 2024 Notes of $0.1. (2) Primarily includes finance lease obligations of $0.5 and $0.6 and balances under a purchase card program of $8.8 and $20.4 as of September 26, 2020 and December 31, 2019, respectively. The purchase card program allows for payment beyond customary 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. (3) Deferred financing fees were comprised of fees related to the term loan and senior notes. A detailed description of our senior credit facilities and senior notes is included in our consolidated financial statements included in our 2019 Annual Report on Form 10-K. The interest rate of outstanding borrowings under our Term Loan, due June 2022, was approximately 1.5% and 3.1% at September 26, 2020 and December 31, 2019, respectively. At September 26, 2020, we had $494.3 of borrowing capacity under our revolving credit facilities after giving effect to $5.7 reserved for outstanding letters of credit. In addition, at September 26, 2020, we had $93.4 of available issuance capacity under our foreign credit instrument facilities after giving effect to $56.6 reserved for outstanding bank guarantees. In addition, we had $5.2 of bank guarantees outstanding under the senior credit facilities that, once satisfied, cannot be reissued. At September 26, 2020, in addition to the revolving lines of credit described above, we had approximately $11.5 of letters of credit outstanding under separate arrangements in China and India. At September 26, 2020, we were in compliance with all covenants of our senior credit facilities and senior notes. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 26, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency ( “ FX ” ) 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 Euro, Chinese Yuan and British Pound. We had FX forward contracts with an aggregate notional amount of $35.9 and $83.3 outstanding as of September 26, 2020 and December 31, 2019, respectively, with all such contracts scheduled to mature within one year. We also had FX embedded derivatives with an aggregate notional amount of $5.1 and $0.9 at September 26, 2020 and December 31, 2019, respectively, with all such contracts scheduled to mature within one year. There were unrealized losses of $0.0 and $0.2, net of taxes, recorded in accumulated other comprehensive loss related to FX forward contracts as of September 26, 2020 and December 31, 2019, respectively. The net losses recorded in “ Other income (expense), net ” related to FX losses totaled $0.4 and $0.3 for the three months ended September 26, 2020 and September 28, 2019, respectively, and $2.2 and $0.9 for the nine months then ended. We enter into arrangements designed to provide the right of setoff in the event of counterparty default or insolvency, and have elected to offset the fair values of our FX forward contracts in our condensed consolidated balance sheets. The gross fair values of our FX forward contracts and FX embedded derivatives, in aggregate, were $0.1 and $0.3 (gross assets) and $0.0 and $0.0 (gross liabilities) at September 26, 2020 and December 31, 2019, respectively. |
EQUITY AND STOCK-BASED COMPENSA
EQUITY AND STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
EQUITY AND STOCK-BASED COMPENSATION | EQUITY AND STOCK-BASED COMPENSATION Income (Loss) Per Share The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income (loss) per share: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Weighted-average shares outstanding, basic 42.127 42.434 42.425 42.418 Dilutive effect of share-based awards 0.323 0.263 0.215 0.212 Weighted-average shares outstanding, dilutive (1) 42.450 42.697 42.640 42.630 (1) Unvested restricted stock shares/units not included in the computation of diluted income per share because required market thresholds for vesting (as discussed below) were not met, were 0.094 and 0.063 for the three months ended September 26, 2020 and September 28, 2019, respectively, and 0.102 and 0.133 for the nine months then ended, respectively. Unvested restricted stock shares/units not included in the computation of diluted income per share because required internal performance thresholds for vesting (as discussed below) were not met, were 0.207 and 0.118 for the three months ended September 26, 2020 and September 28, 2019, respectively, and 0.196 and 0.247 for the nine months then ended, respectively. Stock options outstanding excluded from the computation of diluted income per share because their exercise price was greater than the average market price of common shares, were 0.342 for the three and nine months ended September 26, 2020 and September 28, 2019. Stock-Based Compensation SPX FLOW stock-based compensation awards may be granted to certain eligible employees or non-employee directors under the SPX FLOW Stock Compensation Plan (the “Stock Plan”). Under the Stock Plan, up to 2.123 unissued shares of our common stock were available for future grant as of September 26, 2020. The Stock Plan permits the issuance of authorized but unissued shares or shares from treasury upon the vesting of restricted stock units, granting of restricted stock shares or exercise of stock options. Each restricted stock share, restricted stock unit and stock option granted reduces share availability under the Stock Plan by one share. Restricted stock shares or restricted stock units may be granted to certain eligible employees or non-employee directors in accordance with the Stock Plan and applicable award agreements. Subject to participants' continued service and other award terms and conditions, the restrictions lapse and awards generally vest over a period of time, generally three years (or one year for awards to non-employee directors). In some instances, such as death, disability, or retirement, awards may vest concurrently with or following an employee's termination. Approximately half of such restricted stock shares and restricted stock unit awards vest based on performance thresholds, while the remaining portion vest based on the passage of time since grant date. Eligible employees, including officers, were granted 2020 target performance awards, primarily during the three months ended March 28, 2020, in which the employee can earn between 50% and 200% of the target performance award in the event, and to the extent, the award meets the required performance vesting criteria. Such awards are generally subject to the employees’ continued employment during the three-year vesting period, and may be completely forfeited if the threshold performance criteria are not met. Vesting for the 2020 target performance awards is based on SPX FLOW shareholder return versus the performance of a composite group of companies, as established under the awards (the “ Composite Group ” ), over the three-year period from January 1, 2020 through December 31, 2022. In addition, certain eligible employees, including officers, were granted 2020 target performance awards primarily during the three months ended March 28, 2020 that vest subject to attainment of stated improvements in a three-year average annual return on invested capital (as defined under the awards) measured at the conclusion of the measurement period ending December 31, 2022 (including eligible employees’ continued employment during the measurement period). These target performance awards were issued as restricted stock units to eligible employees, including officers. In the event of vesting, the 2020 target performance awards generally restrict the recipient from selling, transferring, pledging or assigning the underlying shares for a one-year period, ending December 31, 2023. Eligible employees, including officers, also were granted 2020 awards, primarily during the three months ended March 28, 2020, that vest ratably over three years, subject to the passage of time and the employees’ continued employment during such period. In some instances, such as death, disability, or retirement, awards may vest concurrently with or following an employee's termination. These awards were issued as restricted stock units to eligible employees, including officers. Non-employee directors received restricted stock awards in the three months ended June 27, 2020 that vest at the close of business on the day before the date of the Company’s next regular annual meeting of shareholders held after the date of the grant, subject to the passage of time and the directors’ continued service during such period. In accordance with terms of the Sale Agreement entered into with the Buyer, all awards granted to SPX FLOW employees who became employees of the Buyer upon closing of the Transaction on March 30, 2020, and that vest subject to the passage of time and the employees’ continued employment that would have otherwise vested within the twelve-month period following the closing date of the Transaction, vested as of March 30, 2020. Target performance awards granted in 2017 that vest subject to (i) SPX FLOW shareholder return versus the Composite Group or (ii) attainment of stated improvements in the three-year average annual return on invested capital, vested according to the terms of the underlying award agreements (including continued employment during the measurement period). All other outstanding share-based awards to SPX FLOW employees who became employees of the Buyer that did not vest under these conditions, were forfeited as of March 30, 2020. Restricted stock unit awards granted to eligible employees, including officers, primarily during the three months ended March 28, 2020, include early retirement provisions which permit recipients to be eligible for vesting generally upon reaching the age of 60 and completing ten years of service (and, if applicable, subject to the attainment of performance measures). Restricted stock units that do not vest within the applicable vesting period are forfeited. Stock options may be granted to eligible employees in the form of incentive stock options or nonqualified stock options. The option price per share may be no less than the fair market value of our common stock at the close of business on 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 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 as noted above. For the three and nine months ended September 26, 2020 and September 28, 2019, we recognized compensation expense related to share-based programs in “Selling, general and administrative” expense in the accompanying condensed consolidated statements of operations as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Stock-based compensation expense - continuing and discontinued operations $ 3.6 $ 3.4 11.4 10.2 Less: stock-based compensation expense recognized in discontinued operations — 0.2 0.8 0.8 Stock-based compensation expense recognized in continuing operations 3.6 3.2 10.6 9.4 Income tax benefit (0.8) (0.8) (2.4) (2.2) Stock-based compensation expense, net of income tax benefit $ 2.8 $ 2.4 $ 8.2 $ 7.2 Restricted Stock Unit Awards The Monte Carlo simulation model valuation technique was used to determine the fair value of our 2020 restricted stock units that contain a “market condition.” 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 restricted stock unit award. The valuation of such 2020 awards also reflects an illiquidity discount of 14.6%, determined utilizing the Chafee model valuation technique, and related to the one-year period that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting and as discussed above. The following table summarizes the unvested restricted stock share and restricted stock unit activity for the nine months ended September 26, 2020: Unvested Restricted Stock Shares and Restricted Stock Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2019 0.999 $38.24 Granted 0.493 35.06 Vested (0.443) 37.19 Forfeited and other (0.060) 39.69 Outstanding at September 26, 2020 0.989 $37.04 As of September 26, 2020, there was $21.6 of unrecognized compensation cost related to restricted stock share and restricted stock unit compensation arrangements. We expect this cost to be recognized over a weighted-average period of 1.9 years. Stock Options There were 0.342 of SPX FLOW stock options outstanding as of September 26, 2020 and December 31, 2019, all of which were exercisable as of September 26, 2020. The weighted-average exercise price per share of the stock options is $61.29 and the weighted-average grant-date fair value per share is $19.33. The term of these options expires on January 2, 2025 (subject to earlier expiration upon a recipient's termination of service as provided under the awards). There was no unrecognized compensation cost related to these stock options as of September 26, 2020. Accumulated Other Comprehensive Loss Substantially all of accumulated other comprehensive loss (“AOCL”) as of September 26, 2020 and December 31, 2019 was foreign currency translation adjustment (there were unrealized losses of $0.0 and $0.2, net of taxes, recorded in AOCL related to FX forward contracts as of September 26, 2020 and December 31, 2019, respectively, as discussed in Note 12 ). See the condensed consolidated statements of comprehensive income (loss) for changes in AOCL for the three and nine months ended September 26, 2020 and September 28, 2019, and Note 3 for further discussion regarding amounts reclassified out of AOCL during the nine months ended September 26, 2020 in connection with the disposition of the Disposal Group. Common Stock in Treasury During the nine months ended September 26, 2020 and September 28, 2019, “Common stock in treasury” was increased by $6.9 and $5.4, respectively, for common stock that was surrendered by recipients of restricted stock as a means of funding the related applicable income tax withholding requirements. For the three and nine months ended September 26, 2020, we repurchased 0.255 and 0.450 shares of our common stock for cash consideration of $10.7 and $16.9, respectively, in accordance with a share repurchase program authorized by our Board of Directors for the purchase of up to $150.0 shares of our common stock on or before December 31, 2021. |
LITIGATION, CONTINGENT LIABILIT
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS | 9 Months Ended |
Sep. 26, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS | LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS Various claims, complaints and proceedings arising in the ordinary course of business, including those relating to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims, and claims to certain indemnification obligations arising from previous acquisitions/dispositions), have been filed or are pending against us and certain of our subsidiaries. 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. We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We believe our compliance obligations with environmental protection laws and regulations should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows. Mezzanine Equity Independent noncontrolling shareholders in certain foreign subsidiaries of the Company have put options under their respective joint venture operating agreements that allow them to sell their common stock to the controlling shareholders (wholly-owned subsidiaries of SPX FLOW) upon the satisfaction of certain conditions, including the passage of time. The respective carrying values presented in “ Mezzanine equity ” of our condensed consolidated balance sheets as of September 26, 2020 and December 31, 2019 are stated at the current exercise value of the put options, irrespective of whether the options are currently exercisable. To the extent the noncontrolling interests' put option price is correlated with the estimated fair value of the subsidiary, we have used the market method to estimate such fair values. This represents a Level 3 fair value measurement as described in Note 16 . During the first quarter of 2020, the noncontrolling interest shareholder of a joint venture exercised certain put options and, during the third quarter of 2020, the Company and such shareholder reached an agreement for the Company to purchase all noncontrolling interest shares in that joint venture at an agreed-upon price. In accordance with the agreement, we paid $8.2 during the three and nine months ended September 26, 2020 to purchase a portion of such shares. In connection with the share purchase of $8.2, we reduced “Noncontrolling interests” by $4.3 to reflect the reduction in the noncontrolling shareholder’s cumulative carrying value of ownership interest in the joint venture during the third quarter, with the remainder of the purchase price paid reflected as a reduction of “Paid-in capital”. In addition, as a result of the third quarter share purchase, we reflected the settlement of the related portion of the put options during the quarter as a reduction of “Mezzanine equity” of $8.2, with an increase of “Paid-in capital”. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 26, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Unrecognized Tax Benefits As of September 26, 2020, we had gross unrecognized tax benefits of $16.2 (net unrecognized tax benefits of $15.2), of which $10.1, if recognized, would impact our effective tax rate from continuing operations. We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of September 26, 2020, gross accrued interest totaled $0.8 (net accrued interest of $0.7), and there was no accrual for penalties included in our unrecognized tax benefits. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $0.5 to $1.5. The previously unrecognized tax benefits relate to transfer pricing matters. The unrecognized tax benefits described above represent amounts that were included in tax returns filed by the Company. Historically, a portion of the Company's operations were included in tax returns filed by SPX Corporation (the “ former Parent ” ) or its subsidiaries that were not part of our spin-off from the former Parent effected on September 26, 2015 (the “ Spin-Off ” ). As a result, some uncertain tax positions related to the Company's operations resulted in unrecognized tax benefits that are now potential obligations of the former Parent or its subsidiaries that were part of the Spin-Off. In addition, some of the Company's tax returns included the operations of the former Parent's subsidiaries that were not part of the Spin-Off. In certain of these cases, these subsidiaries' activities gave rise to unrecognized tax benefits for which the Company could be potentially liable. When required under the Income Taxes Topic of the Codification, we have recorded a liability for these uncertain tax positions within our condensed consolidated balance sheets. Other Tax Matters During the three months ended September 26, 2020, we recorded an income tax provision of $0.7 on $17.4 of pre-tax income, resulting in an effective tax rate of 4.0%. This compares to an income tax provision for the three months ended September 28, 2019 of $2.5 on $19.6 of pre-tax income, resulting in an effective tax rate of 12.8%. The effective tax rate for the third quarter of 2020 was impacted by income tax benefits of (i) $2.5 resulting from the benefit of the reduction to the forecasted annual effective tax rate in the third quarter of 2020 applied to income from the first half of 2020, (ii) $1.6 related to the timing of the pretax results in certain jurisdictions where the tax expense is not expected to be realized due to the loss carryforward position, and (iii) $1.3 resulting from adjustments to the U.S. tax liability for prior years. The effective tax rate for the third quarter of 2019 was impacted by benefits of (i) $2.4 resulting from the cumulative impact of a reduction to global intangible low-taxed income ("GILTI") amount included in our annual effective tax rate computation and (ii) $1.5 resulting from income occurring in the quarter in certain jurisdictions with year to date losses where the tax benefit of those losses is not expected to be realized, which were partially offset by a charge of $1.0 resulting from a change to the indefinite reinvestment assertion on the earnings of a certain subsidiary. During the nine months ended September 26, 2020, we recorded an income tax provision of $3.7 on $27.0 of pre-tax income, resulting in an effective tax rate of 13.7%. This compares to an income tax provision for the nine months ended September 28, 2019 of $24.7 on $68.1 of pre-tax income, resulting in an effective tax rate of 36.3%. The effective tax rate for the first nine months of 2020 was impacted by income tax benefits of (i) $7.2 resulting from adjustments to the deemed repatriation tax and certain additional foreign credits from the recharacterization of a prior outbound transfer of an affiliate to non-U.S. entities, (ii) $1.2 resulting from tax return adjustments for certain of the Company’s subsidiaries, and (iii) $1.2 resulting from adjustments to the U.S. tax liability for prior years, which were partially offset by income tax charges of (i) $4.8 resulting from losses occurring in the first nine months of 2020 in certain jurisdictions where the tax benefit of those losses is not expected to be realized and (ii) $1.6 related to the change in valuation allowance related to certain jurisdictions where the benefit of losses are no longer expected to be realized. The effective tax rate for the first nine months of 2019 was impacted by charges of (i) $5.5 resulting from losses occurring in certain jurisdictions where the tax benefit of those losses is not expected to be realized, (ii) $5.1 resulting from the addition of a valuation allowance for certain subsidiaries for which the benefit of previously incurred losses is not expected to be realized and (iii) $1.0 resulting from a change to the indefinite reinvestment assertion on the earnings of a certain subsidiary, which were partially offset by benefits of (i) $2.0 resulting from an outside basis difference from continuing operations that has been realized through the disposition of held-for-sale assets, (ii) $1.7 resulting from adjustments related to the German tax returns filed by certain of the Company’s subsidiaries and (iii) $1.0 resulting from the impact of a tax incentive received by one of the Company’s Chinese subsidiaries related to its 2018 tax return. We review our income tax positions on a continuous basis and record unrecognized tax benefits for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. As events change and resolutions occur, adjustments are made to amounts previously provided, such as in the case of audit settlements with taxing authorities. In connection with the Spin-Off, we and the former Parent entered into a Tax Matters Agreement which, among other matters, addresses the allocation of certain tax adjustments that might arise upon examination of the 2013, 2014 and the pre-Spin-Off portion of the 2015 federal income tax returns of the former Parent. Of these returns, the 2014 and pre-Spin-Off portion of the 2015 federal income tax returns are currently under audit, and we believe any contingencies have been adequately provided for. We have various non-U.S. income tax returns under examination. The most significant of these are (1) an examination in Germany for the 2010 through 2014 tax years and (2) an examination in China for the 2019 tax year. We expect both of these examinations will conclude in 2020. We believe that any uncertain tax positions related to these examinations have been appropriately reflected as unrecognized tax benefits. As discussed in Note 3 , the Sale Agreement with the Buyer of the Company’s Disposal Group 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. An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 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 during the periods presented. The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis. Derivative Financial Instruments Our derivative financial assets and liabilities include FX forward contracts and FX embedded derivatives, 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 September 26, 2020 and December 31, 2019, the gross fair values of our derivative financial assets and liabilities, in aggregate, were $0.1 and $0.3 (gross assets) and $0.0 and $0.0 (gross liabilities), respectively. As of September 26, 2020, 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 Investment The estimated fair value of our investment in an equity security, utilizing a practical expedient under relevant accounting guidance, is based on our ownership percentage, applied to the equity security’s most recently determined net asset value. During the three and nine months ended September 26, 2020, we recorded a gain of $2.1 and $7.4, respectively, to “Other income (expense), net” in our accompanying condensed consolidated statements of operations to reflect an increase in the estimated fair value of the equity security. As of September 26, 2020 and December 31, 2019, the equity security had an estimated fair value of $29.2 and $21.8, respectively. We are restricted from transferring this investment without approval of the manager of the investee. The COVID-19 pandemic has recently had an adverse impact on the global financial markets. A prolonged adverse impact of the COVID-19 pandemic could result in a decline in the equity security’s estimated fair value and, thus, a resulting charge to earnings in a future period. During the three and nine months ended September 28, 2019, we recorded gains of $0.0 and $7.8, respectively, to “Other income (expense), net” to reflect an increase in the estimated fair value of the equity security. In addition, during the nine months ended September 28, 2019, we received a distribution of $2.6, which is included within “Cash flows from operating activities” in our condensed consolidated statements of cash flows. Mezzanine Equity To the extent the noncontrolling interests' put option price is correlated with the estimated fair value of the subsidiary, we use the market method to estimate the fair values of noncontrolling interest put options reported in “ Mezzanine equity ” using unobservable inputs (Level 3) on a recurring basis. Changes to the noncontrolling interest put option values are reflected as adjustments to “ Mezzanine equity ” and “Paid-In Capital.” Refer to Note 14 for further discussion. 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 impairment would require that the asset be recorded at its fair value. During the nine months ended September 26, 2020, the Company recorded a pre-tax loss of $12.1 to reduce the carrying value of the net assets of its Disposal Group, including relevant foreign currency translation adjustment balances, to the net proceeds to be realized upon finalization of the purchase price with the Buyer (see Note 3 for further details regarding the Sale Agreement). As the loss on Disposal Group was determined not to be attributable to any individual components of the Company’s net assets of discontinued operations, the aggregate loss has been reflected as a valuation allowance against the total assets of the Disposal Group as of September 26, 2020. The fair value of the Company’s Disposal Group reflects terms of the Sale Agreement with the Buyer as noted above and, as such, has been valued using unobservable inputs (Level 3). At September 26, 2020, no other significant non-financial assets or liabilities of the Company were required to be measured at fair value on a recurring or non-recurring basis. See Note 3 for further information regarding the loss on Disposal Group and the associated valuation allowance, and Note 9 for further information regarding goodwill and indefinite-lived intangible assets, and the Company’s consideration of the effects of the COVID-19 pandemic on its evaluation of the carrying values of such long-lived assets as of September 26, 2020. Acquisition For the POSI-LOCK acquisition, closed during the third quarter of 2020, the purchase price of $10.0 has been allocated to the assets acquired and liabilities assumed based on management’s preliminary estimates of their fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as "Goodwill" in the accompanying condensed consolidated balance sheet as of September 26, 2020. The estimates of fair values are preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. Indebtedness and Other The estimated fair values of other financial liabilities (excluding finance leases and deferred financing fees) not measured at fair value on a recurring basis as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Term loan (1) $ 100.0 $ 100.0 $ 100.0 $ 100.0 5.625% senior notes (1) — — 300.0 312.0 5.875% senior notes (1) 300.0 311.3 300.0 316.5 Other indebtedness 8.9 8.9 20.7 20.7 (1) Carrying amount reflected herein excludes related deferred financing fees. Refer to Note 11 for further information regarding redemption of our 5.625% senior notes during the third quarter of 2020. The following methods and assumptions were used in estimating the fair value of these financial instruments: • The fair values of the senior notes were determined using Level 2 inputs within the fair value hierarchy and were based on quoted market prices for the same or similar instruments or on current rates offered to us for debt with similar maturities, subordination and credit default expectations. • The fair value of amounts outstanding under our term loan approximated carrying value due primarily to the variable-rate nature and credit spread of this instrument, when compared to other similar instruments. • The fair values of other indebtedness approximated carrying value due primarily to the short-term nature of these instruments. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 26, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation. We experienced the adverse impacts of the novel coronavirus pandemic (“COVID-19” or the “COVID-19 pandemic”) beginning in the first quarter of 2020 and these adverse impacts are expected to continue in the fourth quarter of 2020, and possibly longer. 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 condensed consolidated balance sheet as of September 26, 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 related to the valuation of assets and contingent amounts, which could result in the impairment of certain assets or the recognition of costs due to increases in contingent amounts. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2019 Annual Report on Form 10-K. Interim results are not necessarily indicative of full year results and the condensed consolidated financial statements may not be indicative of the Company’s future performance. For the nine months ended September 26, 2020 within the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss) and of Equity, we corrected Other Comprehensive Income (Loss) to reflect $178.2 of cumulative foreign currency translation adjustments from Accumulated Other Comprehensive Loss related to the disposition of our discontinued operations. We have reclassified certain prior year amounts to conform to the current year presentation, including (1) the effects on results of continuing operations and discontinued operations of a change in legal entity, previously reported in discontinued operations, to continuing operations, in connection with that entity's reclassification during the fourth quarter of 2019, and (2) the borrowings under (repayments of) a purchase card program, separately from the presentation of borrowings under (repayments of) other financing arrangements, in our condensed consolidated statements of cash flow. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations and are denoted in millions of US dollars. See Note 3 for information on discontinued operations and Note 4 for information on our reportable segments. On August 1, 2020, the Company completed the acquisition of POSI LOCK, Inc ("POSI LOCK"), a manufacturer of hydraulic and mechanical pullers used to remove certain parts from equipment in a variety of industries ranging from power transmission and light to heavy industrial applications. We purchased substantially all of the assets, including net working capital, long-term and intangible assets, and assumed certain liabilities of the business, for a cash payment of $10.0. The assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their estimated fair values per preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. The pro forma effects of the acquisition of POSI LOCK are not material to our condensed consolidated results of operations for the three and nine months ended September 26, 2020. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2020 were March 28, June 27, and September 26, compared to the respective March 30, June 29, and September 28, 2019 dates. We had one less day in the first quarter of 2020 and will have two more days in the fourth quarter of 2020 than in the respective 2019 periods. |
New Accounting Pronouncements | The following is a summary of new accounting pronouncements that apply or may apply to our business. In June 2016, and as subsequently amended, the Financial Accounting Standards Board (the “FASB”) issued an amendment on the measurement of credit losses. This amendment requires companies to estimate all expected credit losses for certain types of financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The adoption of this amendment by the Company effective January 1, 2020 did not have an impact on its condensed consolidated financial statements. We concluded that this amendment applies primarily to our “Accounts Receivable, net” balance, as we have not historically experienced, nor do we expect to experience, significant credit losses related to our “Contract Assets” or “Contract Liabilities” balances. The contracts underlying “Contract Assets” and “Contract Liabilities” balances, for which revenue is recognized over time, contain cancellation and payment clauses within their terms that generally serve to protect the Company in the event of a default by a customer. In addition, customers with whom these types of contracts are entered into are historically among the Company’s largest and such customers generally have more significant levels of financial resources than certain of our customers with whom contracts are recognized at a point in time. The Company performed an analysis of its accounts receivable collection history, evaluated the aging of accounts receivables outstanding as of the adoption date and considered the potential for changes in future collection experience, in assessing the application of the amendment and in concluding that the amendment had no impact on our allowance for uncollectible account receivables as of January 1, 2020, when compared to allowances recognized based on our previously existing allowance for uncollectible accounts receivable methodologies. In August 2018, the FASB issued an amendment to modify the disclosure requirements related to fair value measurements. This amendment removes, modifies and adds certain disclosures required under current guidance. For example, the amendment removes the requirements to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy as well as the policy for timing of transfers between levels, and requires certain additional disclosures related to Level 3 fair value measurements. The adoption of this amendment by the Company effective January 1, 2020 did not have a significant impact on its condensed consolidated financial statements. In August 2018, the FASB issued an amendment to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). Among other changes in requirements, the amendments in this update also require an entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. This amendment was adopted by the Company effective January 1, 2020 using the prospective transition approach and did not have a significant impact on its condensed consolidated financial statements. In August 2018, the FASB issued an amendment to modify the disclosure requirements related to defined benefit plans. This amendment removes, clarifies and adds certain disclosures required under current guidance. For example, the amendment removes the requirement to disclose the effects of a one-percentage point change in assumed health care cost trend rates on postretirement benefit obligations and service and interest cost components of periodic benefit costs, and requires an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. This amendment is effective for interim and annual reporting periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact this amendment may have on its condensed consolidated financial statements. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Income (Loss) from Discontinued Operations | Income (loss) from discontinued operations for the three and nine months ended September 26, 2020 and September 28, 2019 was as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues $ 1.3 $ 115.6 $ 112.7 $ 361.1 Cost of products sold (1)(2) 0.8 94.2 76.6 266.8 Gross profit 0.5 21.4 36.1 94.3 Selling, general and administrative (1) 0.6 24.0 32.1 69.4 Intangible amortization (1) — — — 1.9 Loss on Disposal Group (3) 1.6 52.0 12.1 52.0 Restructuring and other related charges — — 0.3 — Operating loss (1.7) (54.6) (8.4) (29.0) Other income (expense), net — 0.1 (0.3) (0.9) Interest expense, net (4) — (2.8) (1.6) (9.2) Loss from discontinued operations before income taxes (1.7) (57.3) (10.3) (39.1) Income tax benefit (provision) (5) (2.5) 9.6 (30.6) 47.4 Income (loss) from discontinued operations, net of tax (4.2) (47.7) (40.9) 8.3 Less: Income (loss) attributable to noncontrolling interests — 0.2 (0.1) — Income (loss) from discontinued operations, net of tax and noncontrolling interests $ (4.2) $ (47.9) $ (40.8) $ 8.3 (1) During the three and nine months ended September 26, 2020, and the three months ended September 28, 2019, 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. Depreciation and amortization were recognized for the period prior to the Disposal Group being classified as held-for-sale during the nine months ended September 28, 2019, as the assets of the Disposal Group were initially classified as held-for-sale as of the end of the second quarter of 2019. (2) During the three and nine months ended September 28, 2019, we recorded a charge to “Cost of products sold” of $17.0 related to the settlement of a previous payment demand from a customer related to a project of the Disposal Group. The demand and related claims arose from the Company’s supply of equipment used in a series of long-term nuclear power projects that were substantially complete in terms of our production, revenue recognition and receipt of payment. The liability associated with this settlement was recorded as a components of “Accrued expenses” of the discontinued operations of the Company and was paid by the Company on September 30, 2019 in connection with a settlement agreement entered into with the customer on that date. The agreement released the Company from further claims by the customer, beyond the ordinary warranty obligations that were associated with the underlying project. (3) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three and nine months ended September 26, 2020. During the three and nine months ended September 28, 2019, management had evaluated indicators of fair value of the Company’s Disposal Group, including indications of fair value received from third parties in connection with the marketing of the business through the end of the third quarter of 2019. Based on developments associated with the marketing and sale process that arose during the Company’s third quarter of 2019, and indications of fair value received through the conclusion of the third quarter, the Company recorded a pre-tax charge of $52.0 to reduce the carrying value of the net assets of the Disposal Group, including relevant foreign currency translation adjustment balances, to estimated fair value less costs to sell. The loss on Disposal Group was determined not to be attributable to any individual components of the Disposal Group’s net assets, and was therefore reflected as a valuation allowance against the total assets of the Disposal Group as of September 28, 2019. (4) 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 $0.0 and $2.8 for the three months ended September 26, 2020 and September 28, 2019, respectively, and $1.6 and 9.2 for the nine month periods then ended, 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. (5) During the three months ended September 26, 2020, we recorded an income tax provision of $2.5 on $(1.7) of pre-tax loss from discontinued operations, resulting in an effective tax rate of (147.1)%. This compares to an income tax benefit for the three months ended September 28, 2019 of $9.6 on $(57.3) of pre-tax loss from discontinued operations, resulting in an effective tax rate of 16.8%. The effective tax rate for the third quarter of 2020 was impacted by income tax charges of (i) $1.7 related to a reduction in the benefit related to the loss for global intangible low-taxed income purposes and (ii) $0.4 resulting from adjustments to the U.S. tax liability for prior years. The effective tax rate for the third quarter of 2019 was impacted by the effect that the majority of the loss on Disposal Group of $52.0 will not result in a tax benefit such that only $2.0 of tax benefit was recognized on that loss, as well as by a benefit of $7.5 resulting from basis differences that were realized through the disposition of the held-for-sale assets. The major classes of assets and liabilities, excluding intercompany balances, as they were 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: September 26, 2020 December 31, 2019 ASSETS Current assets: Cash and equivalents $ 0.2 $ 3.1 Accounts receivable, net 2.4 99.4 Contract assets — 43.0 Inventories, net 0.9 72.8 Other current assets 0.5 12.9 Total current assets 4.0 231.2 Property, plant and equipment, net 0.6 87.4 Goodwill 2.1 194.9 Intangibles, net — 92.3 Other assets — 59.2 Total long-term assets (1) 2.7 433.8 Total assets, before valuation allowance 6.7 665.0 Less: valuation allowance (2) (0.4) (201.0) TOTAL ASSETS, net of valuation allowance (1) $ 6.3 $ 464.0 LIABILITIES Current liabilities: Accounts payable $ 1.2 $ 46.6 Contract liabilities 0.1 43.6 Accrued expenses 0.4 52.6 Income taxes payable — 1.6 Current maturities of long-term debt — 0.5 Total current liabilities 1.7 144.9 Long-term debt — 3.6 Deferred and other income taxes — 13.6 Other long-term liabilities — 58.4 Total long-term liabilities (1) — 75.6 TOTAL LIABILITIES (1) $ 1.7 $ 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 September 26, 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. The consummation of the sale to the Buyer of a remaining business reflected as discontinued operations as of September 26, 2020 and based in India, with an expected gross purchase price of $6.4, remains subject to local regulatory approvals but is expected to occur prior to the end of the year. (2) See previous paragraphs for further discussion regarding the valuation allowance recorded as of September 26, 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 nine months ended September 26, 2020 and September 28, 2019: Nine months ended September 26, 2020 September 28, 2019 Loss on Disposal Group (1) $ 12.1 $ 52.0 Depreciation and amortization (2) — 7.8 Capital expenditures (5.5) (4.6) Proceeds on disposition of Disposal Group (3) 398.9 — (1) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the nine months ended September 26, 2020 and September 28, 2019. (2) As noted above, during the nine months ended September 26, 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. Depreciation and amortization were recognized for the period prior to the Disposal Group being classified as held-for sale during the nine months ended September 28, 2019, as the assets of the Disposal Group were initially classified as held-for-sale as of the end of the second quarter of 2019. (3) As noted above, proceeds of $406.2 were received from the Buyer during the nine months ended September 26, 2020. Net of cash and restricted cash of $7.3 included in the net assets of the Disposal Group which were sold as of March 30, 2020, cash flows of $398.9 were realized upon disposition of the Disposal Group (excluding consummation of the sale of a business based in India, as noted above). |
INFORMATION ON REPORTABLE SEG_2
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting [Abstract] | |
Schedule of financial data for reportable segments | Financial data for our reportable segments for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues: Food and Beverage $ 160.6 $ 178.9 $ 443.1 $ 530.0 Industrial 196.3 204.6 511.4 612.3 Total revenues $ 356.9 $ 383.5 $ 954.5 $ 1,142.3 Income: Food and Beverage $ 24.2 $ 27.1 $ 62.7 $ 59.6 Industrial 28.6 28.7 57.9 87.9 Total income for reportable segments 52.8 55.8 120.6 147.5 Corporate expense (1) 19.2 18.1 53.7 44.8 Pension and postretirement service costs 0.2 0.3 0.6 0.7 Asset impairment charges (2) 0.5 10.8 3.2 10.8 Restructuring and other related charges 1.3 0.2 8.7 7.1 Consolidated operating income $ 31.6 $ 26.4 $ 54.4 $ 84.1 (1) Includes $0.0 and $2.7 for the three months ended September 26, 2020 and September 28, 2019, respectively, and $2.4 and $5.8 for the nine months then ended, respectively, related to costs for certain centralized functions/services provided and/or administered by SPX FLOW that were previously charged to business units of which the related financial results of operations have been reclassified to discontinued operations. These centralized functions/services included, but were not limited to, information technology, shared services for accounting, payroll services, supply chain, and manufacturing and process improvement operations/services. These costs generally represent the costs of employees who provided such centralized functions/services to the business units reclassified as discontinued operations but who remained employees of SPX FLOW upon the disposition of the discontinued operations. (2) Asset impairment charges of $0.5, during the three months ended September 26, 2020, resulted from further management evaluation of certain assets during the third quarter which were impacted by management’s decision during the second quarter of 2020 to consolidate and relocate the operations of a U.S. manufacturing facility within the Industrial reportable segment to existing facilities in the U.S. as well as in our EMEA and APAC regions. Charges for the nine months ended September 26, 2020 included these charges, $0.8 of charges recorded during the second quarter of 2020 related to this action and asset impairment charges of $1.9 which resulted from management’s decision, during the first quarter of 2020, to discontinue a product line within the Industrial reportable segment. Asset impairment charges of $10.8, during the three and nine months ended September 28, 2019, resulted from management’s decision to market a corporate asset for sale. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by reportable segments | The following table provides revenues recognized over time by reportable segment for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenues recognized over time: Food and Beverage $ 60.5 $ 54.2 $ 161.6 $ 207.2 Industrial 12.5 11.2 28.2 40.7 Total revenues recognized over time $ 73.0 $ 65.4 $ 189.8 $ 247.9 Three months ended September 26, 2020 Three months ended September 28, 2019 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Food and Beverage $ 102.3 (1) $ 58.3 $ 160.6 $ 118.6 (1) $ 60.3 $ 178.9 Industrial 126.8 69.5 196.3 138.1 66.5 204.6 Total revenues $ 229.1 $ 127.8 $ 356.9 $ 256.7 $ 126.8 $ 383.5 (1) Includes $54.5 and $63.6 for the three months ended September 26, 2020 and September 28, 2019, respectively, of revenue realized from the sale of highly engineered Food and Beverage systems. Nine months ended September 26, 2020 Nine months ended September 28, 2019 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Food and Beverage $ 272.3 (1) $ 170.8 $ 443.1 $ 348.1 (1) $ 181.9 $ 530.0 Industrial 325.7 185.7 511.4 415.0 197.3 612.3 Total revenues $ 598.0 $ 356.5 $ 954.5 $ 763.1 $ 379.2 $ 1,142.3 (1) Includes $138.9 and $188.6 for the nine months ended September 26, 2020 and September 28, 2019, respectively, of revenue realized from the sale of highly engineered Food and Beverage systems. |
Contract assets and liabilities and changes in balances | Our contract accounts receivable, assets and liabilities, and changes in such balances, were as follows: September 26, 2020 December 31, 2019 Change (1) Contract accounts receivable (2) $ 222.0 $ 231.9 $ (9.9) Contract assets 28.7 27.3 1.4 Contract liabilities (125.1) (116.3) (8.8) Net contract balance $ 125.6 $ 142.9 $ (17.3) (1) The $17.3 decrease in our net contract balance from December 31, 2019 to September 26, 2020 was primarily due to a reduction in volume of revenues recognized at a point in time, partially due to the effects of the COVID-19 pandemic during the nine months ended September 26, 2020, as well as the timing of advance and milestone payments received on certain Food and Beverage contracts recognized over time, and of performance obligations satisfied and the related revenue recognized on such contracts. (2) Included in “Accounts receivable, net” in our condensed consolidated balance sheets. Amounts are presented before consideration of the allowance for uncollectible accounts. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Leases [Abstract] | |
Components of Operating and Finance Lease ROU Asset and Liabilities | The components of operating and finance lease ROU assets and liabilities as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Balance Sheet Caption in Which Balance is Reported Finance lease ROU assets $ 0.5 $ 0.5 Property, plant and equipment, net Operating lease ROU assets 44.1 48.8 Other assets Current portion of operating lease liabilities 15.5 15.4 Accrued expenses Current portion of finance lease liabilities 0.1 0.1 Current maturities of long-term debt Long-term finance lease liabilities 0.4 0.5 Long-term debt Long-term operating lease liabilities 35.8 40.4 Other long-term liabilities The components of lease expense for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 (1) September 28, 2019 (1) September 26, 2020 (1) September 28, 2019 (1) Operating lease cost (2) $ 4.5 $ 4.8 13.6 $ 14.0 Short-term lease cost (2) 1.1 0.8 2.5 2.0 Variable lease cost (2) 0.1 0.1 0.3 0.6 Total lease cost $ 5.7 $ 5.7 $ 16.4 $ 16.6 (1) Finance lease costs, including amortization of finance lease ROU assets and interest on finance lease liabilities, were less than $0.1 individually, for the three and nine months ended September 26, 2020 and September 28, 2019. (2) Included in “Cost of products sold” and “Selling, general and administrative” in our condensed consolidated statements of operations. |
Future Operating Lease Payments | The future lease payments under operating and finance leases with initial remaining terms in excess of one year as of September 26, 2020 were as follows: Year Ending December 31, Operating leases Finance leases Total 2020 $ 4.7 $ 0.1 $ 4.8 2021 14.0 0.2 14.2 2022 10.5 0.1 10.6 2023 8.3 0.1 8.4 2024 6.6 0.1 6.7 2025 4.1 — 4.1 Thereafter 11.0 — 11.0 Total lease payments 59.2 0.6 59.8 Less: interest (7.9) (0.1) (8.0) Present value of lease liabilities $ 51.3 $ 0.5 $ 51.8 Key assumptions used in accounting for our operating and finance leases as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.9 6.0 Finance leases 3.7 4.3 Weighted-average discount rate: Operating leases 4.19 % 4.49 % Finance leases 5.33 % 5.32 % |
Future Finance Lease Payments | The future lease payments under operating and finance leases with initial remaining terms in excess of one year as of September 26, 2020 were as follows: Year Ending December 31, Operating leases Finance leases Total 2020 $ 4.7 $ 0.1 $ 4.8 2021 14.0 0.2 14.2 2022 10.5 0.1 10.6 2023 8.3 0.1 8.4 2024 6.6 0.1 6.7 2025 4.1 — 4.1 Thereafter 11.0 — 11.0 Total lease payments 59.2 0.6 59.8 Less: interest (7.9) (0.1) (8.0) Present value of lease liabilities $ 51.3 $ 0.5 $ 51.8 Key assumptions used in accounting for our operating and finance leases as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Weighted-average remaining lease term (years): Operating leases 5.9 6.0 Finance leases 3.7 4.3 Weighted-average discount rate: Operating leases 4.19 % 4.49 % Finance leases 5.33 % 5.32 % |
Cash Flows and Non-Cash Activities | Cash flows and non-cash activities related to our operating and finance leases for the nine months ended September 26, 2020 and September 28, 2019 were as follows: Nine months ended September 26, 2020 September 28, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 12.6 $ 14.2 Operating cash flows paid for finance leases — — Financing cash flows paid for finance leases 0.1 — Non-cash activities: Operating lease ROU assets obtained in exchange for new operating lease liabilities 4.1 10.9 Finance lease ROU assets obtained in exchange for new finance lease liabilities — 0.3 |
RESTRUCTURING AND OTHER RELAT_2
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of special charges, net | Restructuring and other related charges for the three and nine months ended September 26, 2020 and September 28, 2019 were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Food and Beverage $ 0.4 $ (0.8) $ 2.4 $ 5.4 Industrial 0.5 0.6 5.1 1.3 Other 0.4 0.4 1.2 0.4 Total $ 1.3 $ 0.2 $ 8.7 $ 7.1 |
Schedule of the analysis of restructuring liabilities | The following is an analysis of our restructuring liabilities (included in “Accrued expenses” in our condensed consolidated balance sheets) for the nine months ended September 26, 2020 and September 28, 2019: Nine months ended September 26, 2020 September 28, 2019 Balance at beginning of year $ 7.6 $ 7.1 Restructuring and other related charges (1) 8.1 6.8 Utilization — cash (7.5) (6.0) Currency translation adjustment and other — (0.3) Balance at end of period $ 8.2 $ 7.6 (1) Amounts that impacted restructuring and other related charges but not the restructuring liabilities included $0.6 and $0.3 of other related charges during the nine months ended September 26, 2020 and September 28, 2019, respectively. |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at September 26, 2020 and December 31, 2019 comprised the following: September 26, 2020 December 31, 2019 Finished goods $ 93.0 $ 82.5 Work in process 51.7 47.0 Raw materials and purchased parts 84.8 85.9 Total FIFO cost 229.5 215.4 Excess of FIFO cost over LIFO inventory value (7.3) (7.3) Total inventories $ 222.2 $ 208.1 |
GOODWILL, OTHER INTANGIBLE AS_2
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill, by reportable segment | The changes in the carrying amount of goodwill by reportable segment during the nine months ended September 26, 2020 were as follows: December 31, 2019 Goodwill Resulting from Business Combination (1) Impairments Foreign Currency Translation and Other September 26, 2020 Food and Beverage $ 257.5 $ — $ — $ 3.2 $ 260.7 Industrial (2) 287.6 1.2 — 3.3 292.1 Total $ 545.1 $ 1.2 $ — $ 6.5 $ 552.8 (1) Reflects goodwill that arose from the POSI LOCK acquisition during the third quarter of 2020. As discussed in Note 1, the assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their estimated fair values using preliminary valuations and management estimates and are subject to change when such valuations and estimates are finalized. |
Schedule of finite-lived intangible assets | Identifiable intangible assets were as follows: September 26, 2020 December 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 132.2 $ (105.4) $ 26.8 $ 124.7 $ (97.5) $ 27.2 Technology 62.9 (49.9) 13.0 61.7 (46.6) 15.1 Patents 6.2 (4.6) 1.6 5.6 (4.5) 1.1 Other 8.3 (8.3) — 8.1 (8.1) — 209.6 (168.2) 41.4 200.1 (156.7) 43.4 Trademarks with indefinite lives 164.8 — 164.8 164.7 — 164.7 Total $ 374.4 $ (168.2) $ 206.2 $ 364.8 $ (156.7) $ 208.1 |
Schedule of indefinite-lived intangible assets | Identifiable intangible assets were as follows: September 26, 2020 December 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 132.2 $ (105.4) $ 26.8 $ 124.7 $ (97.5) $ 27.2 Technology 62.9 (49.9) 13.0 61.7 (46.6) 15.1 Patents 6.2 (4.6) 1.6 5.6 (4.5) 1.1 Other 8.3 (8.3) — 8.1 (8.1) — 209.6 (168.2) 41.4 200.1 (156.7) 43.4 Trademarks with indefinite lives 164.8 — 164.8 164.7 — 164.7 Total $ 374.4 $ (168.2) $ 206.2 $ 364.8 $ (156.7) $ 208.1 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit expense (income) | Net periodic benefit expense for our foreign pension plans and our domestic pension and postretirement plans for the three and nine months ended September 26, 2020 and September 28, 2019 included the following components: Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Three months ended Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Service cost $ 0.2 0.3 $ — $ — $ 0.2 $ 0.3 Selling, general and administrative Interest cost 0.1 0.1 — 0.1 0.1 0.2 Other income (expense), net Total net periodic benefit expense $ 0.3 $ 0.4 $ — $ 0.1 $ 0.3 $ 0.5 Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Nine Months Ended Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Sept. 26, 2020 Sept 28, 2019 Service cost $ 0.6 0.7 $ — $ — $ 0.6 $ 0.7 Selling, general and administrative Interest cost 0.3 0.3 0.1 0.3 0.4 0.6 Other income (expense), net Recognized net actuarial loss (1) — — — 0.2 — 0.2 Other income (expense), net Total net periodic benefit expense $ 0.9 $ 1.0 $ 0.1 $ 0.5 $ 1.0 $ 1.5 (1) For the nine months ended September 28, 2019, the $0.2 charge reflects the effects of a partial settlement and remeasurement of our domestic pension plan, resulting from the lump sum payment of a former officer’s pension obligation during the second quarter of 2019. |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt at September 26, 2020 and December 31, 2019 was comprised of the following: September 26, 2020 December 31, 2019 Term loan, due in June 2022 $ 100.0 $ 100.0 5.625% senior notes (1) — 300.0 5.875% senior notes, due in August 2026 300.0 300.0 Other indebtedness (2) 9.4 21.3 Less: deferred financing fees (3) (3.3) (6.8) Total debt 406.1 714.5 Less: short-term debt 8.9 20.7 Less: current maturities of long-term debt 0.1 0.1 Total long-term debt $ 397.1 $ 693.7 (1) On August 15, 2020, with a cash payment, we redeemed our 5.625% senior notes due in August 2024 (the "2024 Notes") in full pursuant to the redemption provisions of the indenture governing the 2024 Notes for a total redemption price of $308.4, plus accrued and unpaid interest. As a result of the redemption, we recorded a charge of $11.0 to "Loss on early extinguishment of debt" during the third quarter of 2020, which related to premiums paid to redeem the 2024 Notes of $8.4, the write-off of unamortized deferred financing fees of $2.5, and other costs associated with the extinguishment of the 2024 Notes of $0.1. (2) Primarily includes finance lease obligations of $0.5 and $0.6 and balances under a purchase card program of $8.8 and $20.4 as of September 26, 2020 and December 31, 2019, respectively. The purchase card program allows for payment beyond customary 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. (3) Deferred financing fees were comprised of fees related to the term loan and senior notes. |
EQUITY AND STOCK-BASED COMPEN_2
EQUITY AND STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Equity [Abstract] | |
Schedule of weighted average shares outstanding used in computation of basic and diluted income (loss) per share | The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income (loss) per share: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Weighted-average shares outstanding, basic 42.127 42.434 42.425 42.418 Dilutive effect of share-based awards 0.323 0.263 0.215 0.212 Weighted-average shares outstanding, dilutive (1) 42.450 42.697 42.640 42.630 (1) Unvested restricted stock shares/units not included in the computation of diluted income per share because required market thresholds for vesting (as discussed below) were not met, were 0.094 and 0.063 for the three months ended September 26, 2020 and September 28, 2019, respectively, and 0.102 and 0.133 for the nine months then ended, respectively. Unvested restricted stock shares/units not included |
Schedule of compensation expense related to share-based programs recognized in selling, general and administrative expense | For the three and nine months ended September 26, 2020 and September 28, 2019, we recognized compensation expense related to share-based programs in “Selling, general and administrative” expense in the accompanying condensed consolidated statements of operations as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Stock-based compensation expense - continuing and discontinued operations $ 3.6 $ 3.4 11.4 10.2 Less: stock-based compensation expense recognized in discontinued operations — 0.2 0.8 0.8 Stock-based compensation expense recognized in continuing operations 3.6 3.2 10.6 9.4 Income tax benefit (0.8) (0.8) (2.4) (2.2) Stock-based compensation expense, net of income tax benefit $ 2.8 $ 2.4 $ 8.2 $ 7.2 |
Summary of restricted stock share and restricted stock unit activity | The following table summarizes the unvested restricted stock share and restricted stock unit activity for the nine months ended September 26, 2020: Unvested Restricted Stock Shares and Restricted Stock Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2019 0.999 $38.24 Granted 0.493 35.06 Vested (0.443) 37.19 Forfeited and other (0.060) 39.69 Outstanding at September 26, 2020 0.989 $37.04 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Fair Value Disclosures [Abstract] | |
Estimated fair values of other financial liabilities not measured at fair value on a recurring basis | The estimated fair values of other financial liabilities (excluding finance leases and deferred financing fees) not measured at fair value on a recurring basis as of September 26, 2020 and December 31, 2019 were as follows: September 26, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Term loan (1) $ 100.0 $ 100.0 $ 100.0 $ 100.0 5.625% senior notes (1) — — 300.0 312.0 5.875% senior notes (1) 300.0 311.3 300.0 316.5 Other indebtedness 8.9 8.9 20.7 20.7 (1) Carrying amount reflected herein excludes related deferred financing fees. Refer to Note 11 for further information regarding redemption of our 5.625% senior notes during the third quarter of 2020. |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) $ in Millions | Aug. 01, 2020USD ($) | Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Jun. 29, 2019segment | Sep. 26, 2020USD ($)segment | Sep. 28, 2019USD ($) |
Business Acquisition [Line Items] | ||||||
Number of business segments (in segments) | segment | 2 | 2 | ||||
Reclassification of discontinued operations foreign currency translation adjustments from accumulated other comprehensive loss | $ 0 | $ 0 | $ 178.2 | $ 0 | ||
POSI LOCK | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, consideration transferred | $ 10 | $ 10 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Millions | Mar. 30, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | Nov. 30, 2019 | Nov. 24, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Cash and equivalents | $ 0.2 | $ 20.7 | $ 0.2 | $ 20.7 | ||||||
Net proceeds from disposition | 406.2 | |||||||||
Accumulated other comprehensive loss | (262) | (262) | $ (426.5) | |||||||
Gain (loss) on disposal | 1.2 | $ 2 | $ 8.5 | |||||||
Transaction services agreement income | 1.3 | 2.8 | ||||||||
Disposed of by Sale | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration | $ 475 | $ 475 | ||||||||
Gain (loss) on disposal | 10.3 | $ 52 | 32.1 | $ 52 | ||||||
Disposed of by Sale | Disposal Group | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Net proceeds from sale of business | $ 406.2 | 406.2 | ||||||||
Cash and equivalents | 7.3 | |||||||||
Net proceeds from disposition | 398.9 | |||||||||
Held-for-sale | Disposal Group | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration | 6.4 | 6.4 | ||||||||
Cash and equivalents | 0.2 | 0.2 | $ 3.1 | |||||||
Foreign currency translation gains (losses) | 178.2 | |||||||||
Accumulated other comprehensive loss | $ 1.2 | |||||||||
Gain (loss) on disposal | $ 0.4 | |||||||||
Minimum | Dehydration-Related Products | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Long-term purchase commitment | 8 | |||||||||
Maximum | Dehydration-Related Products | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Long-term purchase commitment | $ 9 |
DISCONTINUED OPERATIONS - Incom
DISCONTINUED OPERATIONS - Income (Loss) from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Income (loss) from discontinued operations, net of tax | $ (4.2) | $ (47.7) | $ (40.9) | $ 8.3 | ||
Income (loss) from discontinued operations, net of tax and noncontrolling interests | $ (4.2) | $ (47.9) | $ (40.8) | $ 8.3 | ||
Effective income tax rate, from discontinued operations | 4.00% | 12.80% | 13.70% | 36.30% | ||
Impact of charge resulting from losses not expected to be realized | $ 1.6 | $ (1.5) | $ (1.6) | $ (5.1) | ||
Income tax benefit | (0.7) | (2.5) | (3.7) | (24.7) | ||
Disposition of asset | 2 | |||||
Loss on disposal | (1.2) | $ (2) | $ (8.5) | |||
Deferred tax liability, change in basis | 1.2 | 1.2 | ||||
Cumulative impact of a reduction to GILTI | 2.4 | 5.5 | ||||
Prior year income taxes amount | 1.3 | |||||
Disposal Group | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cost of products sold | 17 | 17 | ||||
Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on disposal group | 52 | |||||
Tax (expense) benefit from provision for (gain) loss on disposal | 2 | 1.4 | ||||
Disposition of asset | 7.5 | 48 | ||||
Loss on disposal | (10.3) | (52) | (32.1) | (52) | ||
Cumulative impact of a reduction to GILTI | 1.7 | 3.1 | ||||
Prior year income taxes amount | 0.4 | 0.4 | ||||
Disposed of by Sale | Disposal Group | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | 1.3 | 115.6 | 112.7 | 361.1 | ||
Cost of products sold | 0.8 | 94.2 | 76.6 | 266.8 | ||
Gross profit | 0.5 | 21.4 | 36.1 | 94.3 | ||
Selling, general and administrative | 0.6 | 24 | 32.1 | 69.4 | ||
Intangible amortization | 0 | 0 | 0 | 1.9 | ||
Loss on disposal group | 1.6 | 52 | 12.1 | 52 | ||
Restructuring and other related charges | 0 | 0 | 0.3 | 0 | ||
Operating loss | (1.7) | (54.6) | (8.4) | (29) | ||
Other income (expense), net | 0 | 0.1 | (0.3) | (0.9) | ||
Interest expense, net | 0 | (2.8) | (1.6) | (9.2) | ||
Loss from discontinued operations before income taxes | (1.7) | (57.3) | (10.3) | (39.1) | ||
Income tax benefit (provision) | (2.5) | 9.6 | (30.6) | 47.4 | ||
Income (loss) from discontinued operations, net of tax | (4.2) | (47.7) | (40.9) | 8.3 | ||
Less: Income (loss) attributable to noncontrolling interests | 0 | 0.2 | (0.1) | 0 | ||
Income (loss) from discontinued operations, net of tax and noncontrolling interests | $ (4.2) | $ (47.9) | $ (40.8) | $ 8.3 | ||
Effective income tax rate, from discontinued operations | (147.10%) | 16.80% | (297.10%) | 121.20% | ||
Income tax benefit | $ 1.2 | |||||
Tax (expense) benefit from provision for (gain) loss on disposal | $ 2 | |||||
Senior Notes, Senior Credit Facilities, Former Trade Receivables | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Interest expense, net | $ 0 | $ (2.8) | $ (1.6) | $ (9.2) |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Major Classes of Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 | Sep. 28, 2019 |
Current assets: | |||
Cash and equivalents | $ 0.2 | $ 20.7 | |
Total current assets | 6.3 | $ 464 | |
Current liabilities: | |||
Total current liabilities | 1.7 | 220.5 | |
Held-for-sale | Disposal Group | |||
Current assets: | |||
Cash and equivalents | 0.2 | 3.1 | |
Accounts receivable, net | 2.4 | 99.4 | |
Contract assets | 0 | 43 | |
Inventories, net | 0.9 | 72.8 | |
Other current assets | 0.5 | 12.9 | |
Total current assets | 4 | 231.2 | |
Property, plant and equipment, net | 0.6 | 87.4 | |
Goodwill | 2.1 | 194.9 | |
Intangibles, net | 0 | 92.3 | |
Other assets | 0 | 59.2 | |
Total long-term assets | 2.7 | 433.8 | |
Total assets, before valuation allowance | 6.7 | 665 | |
Less: valuation allowance | (0.4) | (201) | |
TOTAL ASSETS | 6.3 | 464 | |
Current liabilities: | |||
Accounts payable | 1.2 | 46.6 | |
Contract liabilities | 0.1 | 43.6 | |
Accrued expenses | 0.4 | 52.6 | |
Income taxes payable | 0 | 1.6 | |
Current maturities of long-term debt | 0 | 0.5 | |
Total current liabilities | 1.7 | 144.9 | |
Long-term debt | 0 | 3.6 | |
Deferred and other income taxes | 0 | 13.6 | |
Other long-term liabilities | 0 | 58.4 | |
Total long-term liabilities | 0 | 75.6 | |
TOTAL LIABILITIES | 1.7 | $ 220.5 | |
Consideration | $ 6.4 |
DISCONTINUED OPERATIONS - Sch_2
DISCONTINUED OPERATIONS - Schedule of Significant Non-Cash Operating Items (Details) - USD ($) $ in Millions | Mar. 30, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Depreciation and amortization | $ 30.2 | $ 28.9 | |||
Capital expenditures | (17.3) | (17.4) | |||
Proceeds on disposition of Disposal Group | 406.2 | ||||
Cash and equivalents | $ 0.2 | $ 20.7 | 0.2 | 20.7 | |
Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on disposal group | 52 | ||||
Disposed of by Sale | Disposal Group | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on disposal group | $ 1.6 | $ 52 | 12.1 | 52 | |
Proceeds on disposition of Disposal Group | 398.9 | ||||
Net proceeds from sale of business | $ 406.2 | 406.2 | |||
Cash and equivalents | $ 7.3 | ||||
Disposed of by sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Depreciation and amortization | 0 | 7.8 | |||
Capital expenditures | (5.5) | (4.6) | |||
Proceeds on disposition of Disposal Group | $ 398.9 | $ 0 |
INFORMATION ON REPORTABLE SEG_3
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER - Narrative (Details) | 3 Months Ended | 9 Months Ended |
Jun. 29, 2019segment | Sep. 26, 2020countrysegment | |
Segment Reporting [Abstract] | ||
Number of countries in which entity operates (more than) (in countries) | 30 | |
Number of countries in which entity sells its products and services (more than) (in countries) | 140 | |
Number of reportable segments (in segments) | segment | 2 | 2 |
INFORMATION ON REPORTABLE SEG_4
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER - Financial Data for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Revenues: | ||||||
Total revenues | $ 356.9 | $ 383.5 | $ 954.5 | $ 1,142.3 | ||
Income: | ||||||
Total income for reportable segments | 31.6 | 26.4 | 54.4 | 84.1 | ||
Asset impairment charges | 0.5 | 10.8 | 3.2 | 10.8 | ||
Restructuring and other related charges | 1.3 | 0.2 | 8.7 | 7.1 | ||
Food and Beverage | ||||||
Revenues: | ||||||
Total revenues | 160.6 | 178.9 | 443.1 | 530 | ||
Industrial | ||||||
Revenues: | ||||||
Total revenues | 196.3 | 204.6 | 511.4 | 612.3 | ||
Reporting segments | ||||||
Revenues: | ||||||
Total revenues | 356.9 | 383.5 | 954.5 | 1,142.3 | ||
Income: | ||||||
Total income for reportable segments | 52.8 | 55.8 | 120.6 | 147.5 | ||
Reporting segments | Food and Beverage | ||||||
Revenues: | ||||||
Total revenues | 160.6 | 178.9 | 443.1 | 530 | ||
Income: | ||||||
Total income for reportable segments | 24.2 | 27.1 | 62.7 | 59.6 | ||
Restructuring and other related charges | 0.4 | (0.8) | 2.4 | 5.4 | ||
Reporting segments | Industrial | ||||||
Revenues: | ||||||
Total revenues | 196.3 | 204.6 | 511.4 | 612.3 | ||
Income: | ||||||
Total income for reportable segments | 28.6 | 28.7 | 57.9 | 87.9 | ||
Restructuring and other related charges | 0.5 | 0.6 | 5.1 | 1.3 | ||
Other | ||||||
Income: | ||||||
Corporate expense | 19.2 | 18.1 | 53.7 | 44.8 | ||
Restructuring and other related charges | 0.4 | 0.4 | 1.2 | 0.4 | ||
Segment reconciling items | ||||||
Income: | ||||||
Pension and postretirement service costs | 0.2 | 0.3 | 0.6 | 0.7 | ||
Asset impairment charges | 0.5 | $ 0.8 | $ 1.9 | 10.8 | 3.2 | 10.8 |
Restructuring and other related charges | 1.3 | 0.2 | 8.7 | 7.1 | ||
Discontinued operations | Other | ||||||
Income: | ||||||
Corporate expense | $ 0 | $ 2.7 | $ 2.4 | $ 5.8 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenue by Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 356.9 | $ 383.5 | $ 954.5 | $ 1,142.3 |
Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 229.1 | 256.7 | 598 | 763.1 |
Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127.8 | 126.8 | 356.5 | 379.2 |
Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 73 | 65.4 | 189.8 | 247.9 |
Food and Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 160.6 | 178.9 | 443.1 | 530 |
Food and Beverage | Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102.3 | 118.6 | 272.3 | 348.1 |
Food and Beverage | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 58.3 | 60.3 | 170.8 | 181.9 |
Food and Beverage | Original Equipment, Highly engineered systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 54.5 | 63.6 | 138.9 | 188.6 |
Food and Beverage | Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 60.5 | 54.2 | 161.6 | 207.2 |
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 196.3 | 204.6 | 511.4 | 612.3 |
Industrial | Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 126.8 | 138.1 | 325.7 | 415 |
Industrial | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 69.5 | 66.5 | 185.7 | 197.3 |
Industrial | Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 12.5 | $ 11.2 | $ 28.2 | $ 40.7 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Assets and Liabilities and Changes in Balances (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Contract accounts receivable | $ 222 | $ 231.9 |
Change in contract accounts receivable | 9.9 | |
Contract assets | 28.7 | 27.3 |
Change in contract assets | (1.4) | |
Contract liabilities | (125.1) | (116.3) |
Change in contract liabilities | (8.8) | |
Net contract balance | 125.6 | $ 142.9 |
Change in net contract balance | $ 17.3 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Deferred costs, current | $ 0.4 | $ 0.4 | $ 0.4 | ||
Revenue recognized related to contract liabilities outstanding | $ 12.9 | $ 37.7 | $ 83.5 | $ 114.5 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue recognized related to contract liabilities outstanding | $ 12.9 | $ 37.7 | $ 83.5 | $ 114.5 | |
Deferred costs, current | 0.4 | 0.4 | $ 0.4 | ||
Remaining performance obligation | 530.4 | 481 | 530.4 | 481 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Remaining performance obligation | $ 530.4 | $ 481 | $ 530.4 | $ 481 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-27 | Next 12 months | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Remaining performance obligation, percentage | 91.00% | 91.00% | |||
Expected timing of satisfaction, period | 12 months | 12 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-09-27 | Next 24 months | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Expected timing of satisfaction, period | 24 months | 24 months |
LEASES - Components of Operatin
LEASES - Components of Operating and Finance Lease ROU Asset and Liabilities (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Finance lease ROU assets | $ 0.5 | $ 0.5 |
Operating lease ROU assets | 44.1 | 48.8 |
Current portion of operating lease liabilities | 15.5 | 15.4 |
Current portion of finance lease liabilities | 0.1 | 0.1 |
Long-term finance lease liabilities | 0.4 | 0.5 |
Long-term operating lease liabilities | $ 35.8 | $ 40.4 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:AssetsAbstract | us-gaap:AssetsAbstract |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:AssetsAbstract | us-gaap:AssetsAbstract |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesCurrentAbstract | us-gaap:LiabilitiesCurrentAbstract |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:LiabilitiesCurrentAbstract | us-gaap:LiabilitiesCurrentAbstract |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:LongTermDebtNoncurrent | us-gaap:LongTermDebtNoncurrent |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Leases [Abstract] | ||||
Operating lease cost | $ 4.5 | $ 4.8 | $ 13.6 | $ 14 |
Short-term lease cost | 1.1 | 0.8 | 2.5 | 2 |
Variable lease cost | 0.1 | 0.1 | 0.3 | 0.6 |
Total lease cost | 5.7 | 5.7 | 16.4 | 16.6 |
Amortization of ROU assets | $ 0.1 | $ 0.1 | $ 0.1 | $ 0.1 |
LEASES - Future Lease Payments
LEASES - Future Lease Payments (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 4.7 | |
2021 | 14 | |
2022 | 10.5 | |
2023 | 8.3 | |
2024 | 6.6 | |
2025 | 4.1 | |
Thereafter | 11 | |
Total lease payments | 59.2 | |
Less: interest | (7.9) | |
Present value of lease liabilities | 51.3 | |
2020 | 0.1 | |
2021 | 0.2 | |
2022 | 0.1 | |
2023 | 0.1 | |
2024 | 0.1 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 0.6 | |
Less: interest | (0.1) | |
Present value of lease liabilities | 0.5 | $ 0.6 |
2020 | 4.8 | |
2021 | 14.2 | |
2022 | 10.6 | |
2023 | 8.4 | |
2024 | 6.7 | |
2025 | 4.1 | |
Thereafter | 11 | |
Total lease payments | 59.8 | |
Less: interest | (8) | |
Present value of lease liabilities | $ 51.8 | |
Weighted Average Remaining Lease Terms [Abstract] | ||
Weighted-average remaining lease term, operating leases | 5 years 10 months 24 days | 6 years |
Weighted-average remaining lease term, finance leases | 3 years 8 months 12 days | 4 years 3 months 18 days |
Weighted-average discount rate, operating leases | 4.19% | 4.49% |
Weighted-average discount rate, finance leases | 5.33% | 5.32% |
LEASES - Cash Flows and Non-Cas
LEASES - Cash Flows and Non-Cash Activities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Leases [Abstract] | ||
Operating cash flows paid for operating leases | $ 12.6 | $ 14.2 |
Operating cash flows paid for finance leases | 0 | 0 |
Financing cash flows paid for finance leases | 0.1 | 0 |
Operating lease ROU assets obtained in exchange for new operating lease liabilities | 4.1 | 10.9 |
Finance lease ROU assets obtained in exchange for new finance lease liabilities | $ 0 | $ 0.3 |
RESTRUCTURING AND OTHER RELAT_3
RESTRUCTURING AND OTHER RELATED CHARGES - Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 1.3 | $ 0.2 | $ 8.7 | $ 7.1 |
Reporting segments | Food and Beverage | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 0.4 | (0.8) | 2.4 | 5.4 |
Reporting segments | Industrial | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 0.5 | 0.6 | 5.1 | 1.3 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 0.4 | $ 0.4 | $ 1.2 | $ 0.4 |
RESTRUCTURING AND OTHER RELAT_4
RESTRUCTURING AND OTHER RELATED CHARGES - Analysis of Restructuring Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Restructuring Liabilities | ||
Balance at beginning of year | $ 7.6 | $ 7.1 |
Restructuring and other related charges | 8.1 | 6.8 |
Utilization — cash | (7.5) | (6) |
Currency translation adjustment and other | 0 | (0.3) |
Balance at end of period | 8.2 | 7.6 |
Corporate | ||
Restructuring Liabilities | ||
Asset impairment and non-cash charges | $ 0.6 | $ 0.3 |
INVENTORIES, NET - Inventories
INVENTORIES, NET - Inventories (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Inventory, Net [Abstract] | ||
Finished goods | $ 93 | $ 82.5 |
Work in process | 51.7 | 47 |
Raw materials and purchased parts | 84.8 | 85.9 |
Total FIFO cost | 229.5 | 215.4 |
Excess of FIFO cost over LIFO inventory value | (7.3) | (7.3) |
Total inventories | $ 222.2 | $ 208.1 |
Domestic inventories valued using the last-in, first-out method, as a percentage of total inventory | 11.00% | 11.00% |
GOODWILL, OTHER INTANGIBLE AS_3
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Dec. 31, 2019 | |
Changes in the carrying amount of goodwill | ||
Beginning Balance | $ 545.1 | |
Goodwill resulting from business combinations | 1.2 | |
Impairments | 0 | |
Foreign Currency Translation and Other | 6.5 | |
Ending Balance | 552.8 | |
Food and Beverage | ||
Changes in the carrying amount of goodwill | ||
Beginning Balance | 257.5 | |
Goodwill resulting from business combinations | 0 | |
Impairments | 0 | |
Foreign Currency Translation and Other | 3.2 | |
Ending Balance | 260.7 | |
Industrial | ||
Changes in the carrying amount of goodwill | ||
Beginning Balance | 287.6 | |
Goodwill resulting from business combinations | 1.2 | |
Impairments | 0 | |
Foreign Currency Translation and Other | 3.3 | |
Ending Balance | 292.1 | |
Accumulated impairment included in carrying amount of goodwill | $ 133.8 | $ 133.6 |
GOODWILL, OTHER INTANGIBLE AS_4
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 209.6 | $ 200.1 |
Accumulated Amortization | (168.2) | (156.7) |
Net Carrying Value | 41.4 | 43.4 |
Total gross carrying value | 374.4 | 364.8 |
Total net carrying value | 206.2 | 208.1 |
Trademarks with indefinite lives | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks with indefinite lives | 164.8 | 164.7 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 132.2 | 124.7 |
Accumulated Amortization | (105.4) | (97.5) |
Net Carrying Value | 26.8 | 27.2 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 62.9 | 61.7 |
Accumulated Amortization | (49.9) | (46.6) |
Net Carrying Value | 13 | 15.1 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6.2 | 5.6 |
Accumulated Amortization | (4.6) | (4.5) |
Net Carrying Value | 1.6 | 1.1 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 8.3 | 8.1 |
Accumulated Amortization | (8.3) | (8.1) |
Net Carrying Value | $ 0 | $ 0 |
GOODWILL, OTHER INTANGIBLE AS_5
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
Goodwill [Line Items] | |||||||
Net carrying value of intangible assets with determinable lives | $ 41,400,000 | $ 41,400,000 | $ 43,400,000 | ||||
Impairment charges recorded | 0 | $ 0 | |||||
Asset impairment charges | 500,000 | $ 10,800,000 | 3,200,000 | 10,800,000 | |||
Customer relationships | |||||||
Goodwill [Line Items] | |||||||
Net carrying value of intangible assets with determinable lives | 26,800,000 | 26,800,000 | 27,200,000 | ||||
Patents | |||||||
Goodwill [Line Items] | |||||||
Net carrying value of intangible assets with determinable lives | 1,600,000 | 1,600,000 | 1,100,000 | ||||
Segment reconciling items | |||||||
Goodwill [Line Items] | |||||||
Asset impairment charges | 500,000 | $ 800,000 | $ 1,900,000 | $ 10,800,000 | 3,200,000 | $ 10,800,000 | |
Trademarks with indefinite lives | |||||||
Goodwill [Line Items] | |||||||
Trademarks with indefinite lives | 164,800,000 | 164,800,000 | $ 164,700,000 | ||||
Food and Beverage | |||||||
Goodwill [Line Items] | |||||||
Net carrying value of intangible assets with determinable lives | 22,300,000 | 22,300,000 | |||||
Food and Beverage | Trademarks with indefinite lives | |||||||
Goodwill [Line Items] | |||||||
Trademarks with indefinite lives | 97,100,000 | 97,100,000 | |||||
Industrial | |||||||
Goodwill [Line Items] | |||||||
Net carrying value of intangible assets with determinable lives | 19,100,000 | 19,100,000 | |||||
Industrial | POSI LOCK | Customer relationships | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible assets acquired | 5,300,000 | ||||||
Industrial | POSI LOCK | Patents | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible assets acquired | 800,000 | ||||||
Industrial | POSI LOCK | Trade names | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible assets acquired | 300,000 | ||||||
Industrial | Trademarks with indefinite lives | |||||||
Goodwill [Line Items] | |||||||
Trademarks with indefinite lives | $ 67,700,000 | $ 67,700,000 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension and Postretirement Benefit Expense (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Employee Benefit Plans | ||||
Service cost | $ 0.2 | $ 0.3 | $ 0.6 | $ 0.7 |
Interest cost | 0.1 | 0.2 | 0.4 | 0.6 |
Recognized net actuarial loss | 0 | 0.2 | ||
Total net periodic benefit expense | 0.3 | 0.5 | 1 | 1.5 |
Pension plan | ||||
Employee Benefit Plans | ||||
Domestic pension payments (less than) | 0.1 | 0.1 | ||
Foreign Pension Plans | Pension plan | ||||
Employee Benefit Plans | ||||
Service cost | 0.2 | 0.3 | 0.6 | 0.7 |
Interest cost | 0.1 | 0.1 | 0.3 | 0.3 |
Recognized net actuarial loss | 0 | 0 | ||
Total net periodic benefit expense | 0.3 | 0.4 | 0.9 | 1 |
Domestic Pension and Postretirement Plans | ||||
Employee Benefit Plans | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0 | 0.1 | 0.1 | 0.3 |
Recognized net actuarial loss | 0 | 0.2 | ||
Total net periodic benefit expense | $ 0 | $ 0.1 | $ 0.1 | 0.5 |
Settlement and remeasurement of domestic plan | $ 0.2 |
INDEBTEDNESS - Schedule of Debt
INDEBTEDNESS - Schedule of Debt (Details) - USD ($) $ in Millions | Aug. 15, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||||||
Other indebtedness | $ 9.4 | $ 9.4 | $ 21.3 | |||
Less: short-term debt | 8.9 | 8.9 | 20.7 | |||
Debt Instrument [Line Items] | ||||||
Less: deferred financing fees | (3.3) | (3.3) | (6.8) | |||
Long-term debt and capital lease obligations | 406.1 | 406.1 | 714.5 | |||
Less: current maturities of long-term debt | 0.1 | 0.1 | 0.1 | |||
Total long-term debt | 397.1 | 397.1 | 693.7 | |||
Redemption price | 308.4 | $ 0 | ||||
Loss on early extinguishment of debt | (11) | $ 0 | (11) | $ 0 | ||
Premium paid on senior notes | 8.4 | |||||
Finance lease obligation | 0.5 | 0.5 | 0.6 | |||
Purchase card program | ||||||
Short-term Debt [Line Items] | ||||||
Other indebtedness | 8.8 | 8.8 | 20.4 | |||
Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 100 | $ 100 | 100 | |||
Senior notes | 5.625% senior notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.625% | 5.625% | ||||
Long-term debt | $ 0 | $ 0 | 300 | |||
Redemption price | $ 308.4 | |||||
Loss on early extinguishment of debt | (11) | |||||
Premium paid on senior notes | 8.4 | |||||
Write off of deferred debt issuance cost | 2.5 | |||||
Other debt extinguishment costs | $ 0.1 | |||||
Senior notes | 5.875% senior notes, due in August 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 5.875% | 5.875% | ||||
Long-term debt | $ 300 | $ 300 | $ 300 |
INDEBTEDNESS - Narrative (Detai
INDEBTEDNESS - Narrative (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||
Outstanding letters of credit | $ 5.2 | |
Foreign line of credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding letters of credit | 11.5 | |
Secured debt | Letter of credit | ||
Line of Credit Facility [Line Items] | ||
Outstanding letters of credit | 5.7 | |
Secured debt | Foreign line of credit | ||
Line of Credit Facility [Line Items] | ||
Available borrowing capacity | 93.4 | |
Outstanding letters of credit | $ 56.6 | |
Senior credit facility | Secured debt | ||
Line of Credit Facility [Line Items] | ||
Weighted average interest rate of outstanding borrowings | 1.50% | 3.10% |
Available borrowing capacity | $ 494.3 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
FX forward contracts | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | $ 35.9 | $ 35.9 | $ 83.3 | ||
Period contracts are scheduled to mature | 1 year | ||||
Unrealized gains (losses), net of tax, recorded in AOCI | 0 | $ 0 | (0.2) | ||
FX embedded derivatives | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | 5.1 | 5.1 | 0.9 | ||
Forward contracts | |||||
Derivative [Line Items] | |||||
Fair value of derivative contract, gross assets | 0.1 | 0.1 | 0.3 | ||
Fair value of derivative contract, gross liabilities | 0 | 0 | 0 | ||
Forward contracts | Other income (expense), net | |||||
Derivative [Line Items] | |||||
Unrealized gains (losses), net of tax, recorded in AOCI | 0 | 0 | $ 0.2 | ||
Net gains (losses) recorded in other income (expense), net | $ 0.4 | $ 0.3 | $ 2.2 | $ 0.9 | |
Minimum | FX embedded derivatives | |||||
Derivative [Line Items] | |||||
Period contracts are scheduled to mature | 1 year |
EQUITY AND STOCK-BASED COMPEN_3
EQUITY AND STOCK-BASED COMPENSATION - Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted-average shares outstanding, basic (in shares) | 42,127 | 42,434 | 42,425 | 42,418 |
Dilutive effect of share-based awards (in shares) | 323 | 263 | 215 | 212 |
Weighted-average shares outstanding, dilutive (in shares) | 42,450 | 42,697 | 42,640 | 42,630 |
Restricted stock shares/Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities not included in computation of diluted income per share due to market threshold requirement (in shares) | 94 | 63 | 102 | 133 |
Securities not included in computation of diluted income per share due to internal performance thresholds (in shares) | 207 | 118 | 196 | 247 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities not included in computation of diluted income per share (in shares) | 342 | 342 | 342 | 342 |
EQUITY AND STOCK-BASED COMPEN_4
EQUITY AND STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 28, 2020 | Sep. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award's requisite service period | 3 years | |
Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future grants (up to) (in shares) | 2,123 | |
Restricted stock shares and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Award's requisite service period | 10 years | |
Restricted stock shares and restricted stock units | Early Retirement Provision [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Age for eligible award vesting | 60 years | |
Restricted stock shares and restricted stock units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of shares equivalent to minimum vesting | 50.00% | |
Restricted stock shares and restricted stock units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of shares equivalent to minimum vesting | 200.00% | |
Restricted stock shares and restricted stock units | Non-employee directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Period of restricted sale or transfer | 1 year | |
Restricted stock units | Non-officer employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
EQUITY AND STOCK-BASED COMPEN_5
EQUITY AND STOCK-BASED COMPENSATION - Compensation Expense Related to Share-based Programs (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Illiquidity discount | 14.60% | |||
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | $ 3.6 | $ 3.4 | $ 11.4 | $ 10.2 |
Income tax benefit | (0.8) | (0.8) | (2.4) | (2.2) |
Stock-based compensation expense, net of income tax benefit | 2.8 | 2.4 | 8.2 | 7.2 |
Discontinued operations | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | 0 | 0.2 | 0.8 | 0.8 |
Continuing operations | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | $ 3.6 | $ 3.2 | $ 10.6 | $ 9.4 |
EQUITY AND STOCK-BASED COMPEN_6
EQUITY AND STOCK-BASED COMPENSATION - Restricted Stock Unit Awards (Details) - Restricted stock shares and restricted stock units $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended |
Sep. 26, 2020USD ($)$ / sharesshares | |
Unvested Restricted Stock Shares and Restricted Stock Units | |
Outstanding at beginning of year (in shares) | shares | 999 |
Granted (in shares) | shares | 493 |
Vested (in shares) | shares | (443) |
Forfeited and other (in shares) | shares | (60) |
Outstanding at the end of period (in shares) | shares | 989 |
Weighted-Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 38.24 |
Granted (in dollars per share) | $ / shares | 35.06 |
Vested (in dollars per share) | $ / shares | 37.19 |
Forfeited and other (in dollars per share) | $ / shares | 39.69 |
Outstanding at the end of period (in dollars per share) | $ / shares | $ 37.04 |
Unrecognized compensation cost | $ | $ 21.6 |
Weighted-average period cost expected to be recognized | 1 year 10 months 24 days |
EQUITY AND STOCK-BASED COMPEN_7
EQUITY AND STOCK-BASED COMPENSATION - Stock Options (Details) - Stock options - SPX FLOW stock options - USD ($) $ / shares in Units, shares in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 342 | 342 |
Weighted-average exercise price per share (in dollars per share) | $ 61.29 | |
Weighted-average grant-date fair value (in dollars per share) | $ 19.33 | |
Unrecognized compensation cost | $ 0 |
EQUITY AND STOCK-BASED COMPEN_8
EQUITY AND STOCK-BASED COMPENSATION - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
FX forward contracts | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Unrealized gains (losses), net of tax, recorded in AOCI | $ 0 | $ (0.2) |
EQUITY AND STOCK-BASED COMPEN_9
EQUITY AND STOCK-BASED COMPENSATION - Common Stock in Treasury (Details) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Mar. 27, 2020 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Purchases of common stock | $ 10,700,000 | $ 16,900,000 | $ 0 | |
Common Stock in Treasury | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Common stock surrendered as a means of funding income tax withholding requirements | $ 6,900,000 | $ 5,400,000 | ||
Common Stock | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 150,000,000 | |||
Common stock repurchases (in shares) | 255 | 450 |
LITIGATION, CONTINGENT LIABIL_2
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Payments to noncontrolling interests | $ 8.2 | $ 8.2 | $ 0 | |
Purchase of noncontrolling interest | 8.2 | 8.2 | ||
Settlement of mezzanine equity | 8.2 | 8.2 | ||
Exercise value of put option outstanding | 9.4 | 9.4 | $ 20.3 | |
Value options exercisable | $ 6.5 | $ 6.5 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Valuation Allowance [Line Items] | ||||
Unrecognized tax benefits | $ 16,200,000 | $ 16,200,000 | ||
Unrecognized tax benefits, net | 15,200,000 | 15,200,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 10,100,000 | 10,100,000 | ||
Unrecognized tax benefits, interest on income taxes accrued | 800,000 | 800,000 | ||
Unrecognized tax benefits, interest on income taxes accrued, net | 700,000 | 700,000 | ||
Unrecognized tax benefits, accrual for penalties | 0 | 0 | ||
Income tax provision | $ 700,000 | $ 2,500,000 | $ 3,700,000 | $ 24,700,000 |
Effective income tax rate | 4.00% | 12.80% | 13.70% | 36.30% |
Pre-tax income (loss) | $ 17,400,000 | $ 19,600,000 | $ 27,000,000 | $ 68,100,000 |
Change in forecasted annual effective tax rate | 2,500,000 | |||
Impact of charge resulting from losses not expected to be realized | 1,600,000 | (1,500,000) | (1,600,000) | (5,100,000) |
Prior year income taxes amount | 1,300,000 | |||
Deferred income taxes | 18,900,000 | (4,000,000) | ||
Cumulative impact of a reduction to GILTI | 2,400,000 | 5,500,000 | ||
Increase to liability for earnings not considered indefinitely reinvested | $ 1,000,000 | 1,000,000 | ||
Repatriation of foreign earnings | 7,200,000 | |||
Tax benefit from subsidiary adjustments | 1,200,000 | |||
Income tax charge from losses in certain tax jurisdictions | 4,800,000 | |||
Deferred tax liability, change in basis | 1,200,000 | 1,200,000 | ||
Disposition of asset | 2,000,000 | |||
German Tax Authority | ||||
Valuation Allowance [Line Items] | ||||
Foreign tax expense | 1,700,000 | |||
Chinese subsidiaries | ||||
Valuation Allowance [Line Items] | ||||
Foreign tax expense | $ 1,000,000 | |||
Minimum | ||||
Valuation Allowance [Line Items] | ||||
Reasonably possible decrease in unrecognized tax benefits | 500,000 | 500,000 | ||
Maximum | ||||
Valuation Allowance [Line Items] | ||||
Reasonably possible decrease in unrecognized tax benefits | $ 1,500,000 | $ 1,500,000 |
FAIR VALUE - Derivative Financi
FAIR VALUE - Derivative Financial Instruments (Details) - Forward contracts - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Fair value of derivative contract, gross assets | $ 0.1 | $ 0.3 |
Fair value of derivative contract, gross liabilities | $ 0 | $ 0 |
FAIR VALUE - Equity Security In
FAIR VALUE - Equity Security Investment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||||
Gain due to increase in estimated fair value of equity security | $ 2.1 | $ 0 | $ 7.4 | $ 7.8 | |
Asset value | $ 29.2 | $ 29.2 | $ 21.8 | ||
Proceeds received from sale of investment | $ 2.6 |
FAIR VALUE - Indebtedness and O
FAIR VALUE - Indebtedness and Other (Details) - USD ($) $ in Millions | Sep. 26, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other indebtedness | $ 8.9 | $ 20.7 |
Senior notes | 5.625% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stated interest rate | 5.625% | |
Senior notes | 5.875% senior notes, due in August 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stated interest rate | 5.875% | |
Fair value, measurements, nonrecurring | Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loans | $ 100 | 100 |
Other indebtedness | 8.9 | 20.7 |
Fair value, measurements, nonrecurring | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loans | 100 | 100 |
Other indebtedness | 8.9 | 20.7 |
Fair value, measurements, nonrecurring | Level 2 | Carrying Amount | Senior notes | 5.625% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 0 | 300 |
Fair value, measurements, nonrecurring | Level 2 | Carrying Amount | Senior notes | 5.875% senior notes, due in August 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 300 | 300 |
Fair value, measurements, nonrecurring | Level 2 | Fair Value | Senior notes | 5.625% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 0 | 312 |
Fair value, measurements, nonrecurring | Level 2 | Fair Value | Senior notes | 5.875% senior notes, due in August 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | $ 311.3 | $ 316.5 |
Uncategorized Items - spxf-2020
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201602Member |