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). |