Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 01, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 01, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-6948 | |
Entity Registrant Name | SPX TECHNOLOGIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 88-3567996 | |
Entity Address, Address Line One | 6325 Ardrey Kell Road | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Charlotte | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 28277 | |
City Area Code | 980 | |
Local Phone Number | 474-3700 | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Trading Symbol | SPXC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,590,461 | |
Entity Central Index Key | 0000088205 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 423,300,000 | $ 354,000,000 | $ 823,100,000 | $ 661,100,000 |
Costs and expenses: | ||||
Cost of products sold | 259,700,000 | 229,400,000 | 509,600,000 | 432,500,000 |
Selling, general and administrative | 100,800,000 | 88,300,000 | 194,600,000 | 172,500,000 |
Intangible amortization | 11,500,000 | 7,100,000 | 17,800,000 | 16,400,000 |
Special charges, net | 0 | 100,000 | 0 | 100,000 |
Other operating expense, net | 0 | 1,900,000 | 0 | 1,000,000 |
Operating income | 51,300,000 | 27,200,000 | 101,100,000 | 38,600,000 |
Other income (expense), net | 0 | (1,700,000) | 2,500,000 | 4,800,000 |
Interest expense | (5,400,000) | (2,300,000) | (7,800,000) | (4,700,000) |
Interest income | 200,000 | 300,000 | 700,000 | 400,000 |
Income from continuing operations before income taxes | 46,100,000 | 23,500,000 | 96,500,000 | 39,100,000 |
Income tax provision | (7,800,000) | (4,400,000) | (19,100,000) | (7,000,000) |
Income from continuing operations | 38,300,000 | 19,100,000 | 77,400,000 | 32,100,000 |
Income (loss) from discontinued operations, net of tax | 0 | 0 | 0 | 0 |
Gain (loss) on disposition of discontinued operations, net of tax | (2,300,000) | (6,100,000) | 1,400,000 | (7,700,000) |
Income (loss) from discontinued operations, net of tax | (2,300,000) | (6,100,000) | 1,400,000 | (7,700,000) |
Net income | $ 36,000,000 | $ 13,000,000 | $ 78,800,000 | $ 24,400,000 |
Basic income per share of common stock: | ||||
Income from continuing operations (in dollars per share) | $ 0.84 | $ 0.42 | $ 1.70 | $ 0.71 |
Income (loss) from discontinued operations, net of tax (in dollars per share) | (0.05) | (0.13) | 0.03 | (0.17) |
Net income per share (in dollars per share) | $ 0.79 | $ 0.29 | $ 1.73 | $ 0.54 |
Weighted-average number of common shares outstanding — basic (in shares) | 45,533 | 45,444 | 45,457 | 45,500 |
Diluted income per share of common stock: | ||||
Income from continuing operations (in dollars per share) | $ 0.82 | $ 0.41 | $ 1.66 | $ 0.69 |
Income (loss) from discontinued operations, net of tax (in dollars per share) | (0.05) | (0.13) | 0.03 | (0.16) |
Net income per share (in dollars per share) | $ 0.77 | $ 0.28 | $ 1.69 | $ 0.53 |
Weighted-average number of common shares outstanding — diluted (in shares) | 46,627 | 46,289 | 46,500 | 46,370 |
Comprehensive income | $ 39,200,000 | $ 100,000 | $ 83,800,000 | $ 14,500,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and equivalents | $ 87.1 | $ 147.8 |
Accounts receivable, net | 281.5 | 263.5 |
Contract assets | 36.5 | 23.9 |
Inventories, net | 299.6 | 244 |
Other current assets | 34.3 | 41.9 |
Total current assets | 739 | 721.1 |
Property, plant and equipment: | ||
Land | 17.2 | 13.9 |
Buildings and leasehold improvements | 73.3 | 63.7 |
Machinery and equipment | 253.3 | 233.4 |
Property, plant and equipment, gross | 343.8 | 311 |
Accumulated depreciation | (209.1) | (201.1) |
Property, plant and equipment, net | 134.7 | 109.9 |
Goodwill | 679.9 | 455.3 |
Intangibles, net | 705.6 | 401.6 |
Other assets | 195.1 | 197.4 |
Deferred income taxes | 3.1 | 2.7 |
Assets of DBT and Heat Transfer (includes cash and equivalents of $8.5 and $9.3 at July 1, 2023 and December 31, 2022, respectively) (Note 3) | 44.2 | 42.9 |
TOTAL ASSETS | 2,501.6 | 1,930.9 |
Current liabilities: | ||
Accounts payable | 131 | 124.5 |
Contract liabilities | 71 | 52.8 |
Accrued expenses | 131.2 | 148 |
Income taxes payable | 13.9 | 4.7 |
Short-term debt | 132 | 1.8 |
Current maturities of long-term debt | 10.5 | 2 |
Total current liabilities | 489.6 | 333.8 |
Long-term debt | 533.1 | 243 |
Deferred and other income taxes | 75.7 | 34.8 |
Other long-term liabilities | 202.9 | 208.3 |
Liabilities of DBT and Heat Transfer (Note 3) | 27.7 | 31.8 |
Total long-term liabilities | 839.4 | 517.9 |
Commitments and contingent liabilities (Note 15) | ||
Stockholders' Equity: | ||
Common stock (53,529,856 and 45,581,485 issued and outstanding at July 1, 2023, respectively, and 53,350,918 and 45,291,989 issued and outstanding at December 31, 2022, respectively) | 0.5 | 0.5 |
Paid-in capital | 1,341.5 | 1,338.3 |
Retained earnings (deficit) | 27.2 | (51.6) |
Accumulated other comprehensive income | 262.5 | 257.5 |
Common stock in treasury (7,948,371 and 8,058,929 shares at July 1, 2023 and December 31, 2022, respectively) | (459.1) | (465.5) |
Total stockholders' equity | 1,172.6 | 1,079.2 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,501.6 | $ 1,930.9 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Cash and equivalents included in assets of DBT and Heat Transfer | $ 8.5 | $ 9.3 |
Common stock issued (in shares) | 53,529,856 | 53,350,918 |
Common stock outstanding (in shares) | 45,581,485 | 45,291,989 |
Treasury stock (in shares) | 7,948,371 | 8,058,929 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Common Stock | Paid-In Capital | Retained Earnings (Deficit) | Accum. Other Comprehensive Income | Common Stock In Treasury |
Balance at beginning of period at Dec. 31, 2021 | $ 1,102.9 | $ 0.5 | $ 1,334.2 | $ (51.8) | $ 263.9 | $ (443.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 24.4 | 24.4 | ||||
Other comprehensive income (loss), net | (9.9) | (9.9) | ||||
Incentive plan activity | 6.5 | 6.5 | ||||
Long-term incentive compensation expense | 5.6 | 5.6 | ||||
Restricted stock unit vesting | (7.2) | (19) | 11.8 | |||
Common stock repurchases | (33.7) | (33.7) | ||||
Balance at end of period at Jul. 02, 2022 | 1,088.6 | 0.5 | 1,327.3 | (27.4) | 254 | (465.8) |
Balance at beginning of period at Apr. 02, 2022 | 1,115.8 | 0.5 | 1,321.2 | (40.4) | 266.9 | (432.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 13 | 13 | ||||
Other comprehensive income (loss), net | (12.9) | (12.9) | ||||
Incentive plan activity | 4 | 4 | ||||
Long-term incentive compensation expense | 2.5 | 2.5 | ||||
Restricted stock unit vesting | (0.1) | (0.4) | 0.3 | |||
Common stock repurchases | (33.7) | (33.7) | (33.7) | |||
Balance at end of period at Jul. 02, 2022 | 1,088.6 | 0.5 | 1,327.3 | (27.4) | 254 | (465.8) |
Balance at beginning of period at Dec. 31, 2022 | 1,079.2 | 0.5 | 1,338.3 | (51.6) | 257.5 | (465.5) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 78.8 | 78.8 | ||||
Other comprehensive income (loss), net | 5 | 5 | ||||
Incentive plan activity | 8.2 | 8.2 | ||||
Long-term incentive compensation expense | 6.6 | 6.6 | ||||
Restricted stock unit vesting | (5.2) | (11.6) | 6.4 | |||
Balance at end of period at Jul. 01, 2023 | 1,172.6 | 0.5 | 1,341.5 | 27.2 | 262.5 | (459.1) |
Balance at beginning of period at Apr. 01, 2023 | 1,126.1 | 0.5 | 1,335.3 | (8.8) | 259.3 | (460.2) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 36 | 36 | ||||
Other comprehensive income (loss), net | 3.2 | 3.2 | ||||
Incentive plan activity | 3 | 3 | ||||
Long-term incentive compensation expense | 3.5 | 3.5 | ||||
Restricted stock unit vesting | 0.8 | (0.3) | 1.1 | |||
Balance at end of period at Jul. 01, 2023 | $ 1,172.6 | $ 0.5 | $ 1,341.5 | $ 27.2 | $ 262.5 | $ (459.1) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Cash flows from (used in) operating activities: | ||
Net income | $ 78,800,000 | $ 24,400,000 |
Less: Gain (loss) from discontinued operations, net of tax | 1,400,000 | (7,700,000) |
Income from continuing operations | 77,400,000 | 32,100,000 |
Adjustments to reconcile income from continuing operations to net cash from (used in) operating activities: | ||
Special charges, net | 0 | 100,000 |
Gain on change in fair value of equity security | (3,600,000) | (4,400,000) |
Deferred and other income taxes | (10,400,000) | (9,000,000) |
Depreciation and amortization | 26,700,000 | 25,600,000 |
Pension and other employee benefits | 5,700,000 | 6,300,000 |
Long-term incentive compensation | 6,600,000 | 5,600,000 |
Other, net | (3,000,000) | 1,000,000 |
Changes in operating assets and liabilities, net of effects from acquisitions and divestitures: | ||
Accounts receivable and other assets | 4,900,000 | (5,000,000) |
Inventories | (27,000,000) | (44,900,000) |
Accounts payable, accrued expenses and other | (2,700,000) | (90,600,000) |
Cash spending on restructuring actions | 0 | (300,000) |
Net cash from (used in) continuing operations | 74,600,000 | (83,500,000) |
Net cash used in discontinued operations | (7,000,000) | (13,000,000) |
Net cash from (used in) operating activities | 67,600,000 | (96,500,000) |
Cash flows from (used in) investing activities: | ||
Proceeds related to company-owned life insurance policies, net | 1,000,000 | 1,600,000 |
Business acquisitions, net of cash acquired | (547,100,000) | (41,400,000) |
Capital expenditures | (8,700,000) | (6,000,000) |
Net cash used in continuing operations | (554,800,000) | (45,800,000) |
Net cash used in discontinued operations | 0 | (13,900,000) |
Net cash used in investing activities | (554,800,000) | (59,700,000) |
Cash flows from (used in) financing activities: | ||
Borrowings under senior credit facilities | 820,000,000 | 0 |
Repayments under senior credit facilities | (420,000,000) | (6,300,000) |
Borrowings under trade receivables arrangement | 61,000,000 | 0 |
Repayments under trade receivables arrangement | (31,000,000) | 0 |
Net repayments under other financing arrangements | (100,000) | (200,000) |
Payment of contingent consideration | 0 | (1,300,000) |
Minimum withholdings paid on behalf of employees for net share settlements, net of proceeds from the exercise of employee stock options | (2,400,000) | (5,200,000) |
Financing Fees Paid | (1,300,000) | 0 |
Repurchases of common stock | 0 | (33,700,000) |
Net cash from (used in) continuing operations | 426,200,000 | (46,700,000) |
Net cash from discontinued operations | 0 | 300,000 |
Net cash from (used in) financing activities | 426,200,000 | (46,400,000) |
Change in cash and equivalents due to changes in foreign currency exchange rates | (500,000) | 1,800,000 |
Net change in cash and equivalents | (61,500,000) | (200,800,000) |
Consolidated cash and equivalents, beginning of period | 157,100,000 | 396,000,000 |
Consolidated cash and equivalents, end of period | $ 95,600,000 | $ 195,200,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Jul. 01, 2023 | Jul. 02, 2022 |
Statement of Cash Flows [Abstract] | ||
Cash and equivalents | $ 87.1 | $ 189.8 |
Cash and equivalents included in assets of DBT and Heat Transfer | 8.5 | 5.4 |
Total cash and equivalents | $ 95.6 | $ 195.2 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jul. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Unless otherwise indicated, “we,” “us” and “our” mean SPX Technologies, Inc. and its consolidated subsidiaries (“SPX”). We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations). We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All of our VIE’s are immaterial, individually and in aggregate, to our condensed consolidated financial statements. Merger and Consummation of Holding Company Reorganization As of August 15, 2022, SPX Technologies, Inc. (the “Company”) is the successor registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, to SPX Corporation (“Legacy SPX”) as a result of the completion on August 15, 2022 of a holding company reorganization (the “Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company. Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company’s common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX common stock being converted. Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company. The terms “SPX,” “we” and “our” include Legacy SPX for periods prior to the consummation of the Holding Company Reorganization as the context requires. Divestiture of Asbestos Liabilities and Certain Assets On November 1, 2022, we divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC (“Canvas”), an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd. In connection with the divestiture (the “Asbestos Portfolio Sale”), the divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities immediately prior to the divestiture. These indemnification obligations are not subject to any cap or time limitation. As a result of this transaction, the Company divested all obligations with respect to pending and future asbestos claims relating to these matters. The board of managers of the divested subsidiaries each received a solvency opinion from an independent advisory firm that the divested subsidiaries were solvent after giving effect to the Asbestos Portfolio Sale. The agreement for the Asbestos Portfolio Sale contains customary representations and warranties with respect to the divested subsidiaries, the Company, and Canvas. Pursuant to the agreement, the Company and Canvas will each indemnify the other for breaches of representation and warranties or breaches of covenants, subject to certain limitations as set forth in the agreement. Refer to Note 15 for additional details. Acquisition of Cincinnati Fan On December 15, 2021, we completed the acquisition of Cincinnati Fan & Ventilator Co., Inc. (“Cincinnati Fan”), a leader in engineered air movement solutions, including blowers and critical exhaust systems. W e purchased Cincinnati Fan for cash consideration of $145.2, net of (i) cash acquired of $2.5 and (ii) an adjustment to the purchase price received during the second quarter of 2022 related to acquired working capital of $0.4. The post-acquisition operating results of Cincinnati Fan are reflected within our HVAC reportable segment. Acquisition of ITL On March 31, 2022, we completed the acquisition of International Tower Lighting, LLC ( “ ITL ” ), a leader in the design and manufacture of highly-engineered Aids to Navigation systems, including obstruction lighting for telecommunications towers, wind turbines and numerous other terrestrial obstructions. We purchased ITL for cash consideration of $40.4, net of (i) cash acquired of $1.1 and (ii) an adjustment to the purchase price received during the third quarter of 2022 related to acquired working capital of $1.4. The post-acquisition operating results of ITL are reflected withi n our Detection and Measurement reportable segment. Acquisition of TAMCO On April 3, 2023, we completed the acquisition of T. A. Morrison & Co. Inc. ( “TAMCO” ), a market leader in motorized and non-motorized dampers that control airflow in large-scale specialty applications in commercial, industrial, and institutional markets . We purchased TAMCO for cash consideration of $125.3, net of cash acquired of $1.0 . The purchase price is subject to adjustment based upon the final calculation of working capital and cash as of the date of acquisition. The post-acquisition operating results of TAMCO are reflected within our HVAC reportable segment. Acquisition of ASPEQ On June 2, 2023, we completed the acquisition of ASPEQ Heating Group ( “ASPEQ”), a leading provider of electrical heating solutions to customers in industrial and commercial markets. We purchased ASPEQ for cash consideration of $421.8, net of cash acquired of $0.9. The purchase price is subject to adjustment based upon the final calculation of working capital and cash as of the date of acquisition. The post-acquisition operating results of ASPEQ are reflected within our HVAC reportable segment. The assets acquired and liabilities assumed in the TAMCO and ASPEQ transactions have been recorded at estimates of fair value as determined by management, based on information available and assumptions as to future operations and are subject to change, primarily for the final assessment and valuation of certain income tax amounts and acquired intangible assets. Other Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 (“our 2022 Annual Report on Form 10-K”). Interim results are not necessarily indicative of full year results. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2023 are April 1, July 1, and September 30, compared to the respective April 2, July 2, and October 1, 2022 dates. We had one less day in the first quarter of 2023 and will have one more day in the fourth quarter of 2023 than in the respective 2022 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the six months ended July 1, 2023, when compared to the consolidated operating results for the respective 2022 period. Correction of Prior-Year Classification and Disclosure During the fourth quarter of 2022, we concluded that, although the assessment of our reportable segments was performed using the appropriate measures as defined by the Segment Reporting Topic of the Accounting Standards Codification (“Codification”), the disclosure of operating income for each of our reportable segments (“Segment Income”) was not consistent with the measure used by our Chief Operating Decision Maker (“CODM”) when evaluating the results of, or allocating resources to, our reportable segments. We previously disclosed that Segment Income was determined before considering impairments and special charges, long-term incentive compensation, certain other operating income/expense, and other indirect corporate expenses. Our CODM also excludes the impact of intangible asset amortization, inventory step-up charges, and certain other acquisition-related costs from Segment Income. Accordingly, Segment Income, as presented in Note 6, now excludes all of the items noted above. This change had no impact to the amounts previously presented in our condensed consolidated statements of operations for the three and six months ended July 2, 2022. Although the impact of this change to previously disclosed Segment Income is not material, we revised the prior-year presentation to be consistent with the current-year disclosure. The impact of this change on the Segment Income previously presented for the three and six months ended July 2, 2022 is summarized below: Three months ended July 2, 2022 Six months ended July 2, 2022 As Previously Presented Effect of Change Current Presentation As Previously Presented Effect of Change Current Presentation Income: HVAC reportable segment $ 25.6 $ 2.7 $ 28.3 $ 40.8 $ 8.1 $ 48.9 Detection and Measurement reportable segment 22.5 5.3 27.8 37.5 9.3 46.8 Total income for segments 48.1 8.0 56.1 78.3 17.4 95.7 Corporate expense 16.4 — 16.4 33.0 — 33.0 Acquisition related costs (1) — 0.9 0.9 — 1.0 1.0 Long-term incentive compensation expense 2.5 — 2.5 5.6 — 5.6 Amortization of intangible assets — 7.1 7.1 — 16.4 16.4 Special charges, net 0.1 — 0.1 0.1 — 0.1 Other operating expense, net 1.9 — 1.9 1.0 — 1.0 Consolidated operating income $ 27.2 $ — $ 27.2 $ 38.6 $ — $ 38.6 ________________________________ (1) Represents additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS The following is a summary of new accounting pronouncements that apply or may apply to our business. The London Interbank Offered Rate (“LIBOR”) was discontinued on June 30, 2023. In an effort to address the various challenges created by such discontinuance, the Financial Accounting Standards Board (“FASB”) issued three amendments to existing guidance, Accounting Standards Update (“ASU”) No. 2020-04, No. 2021-01, and No. 2022-06, Reference Rate Reform. The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, etc.) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2024. In conjunction with entering into an amended and restated credit agreement on August 12, 2022, we adopted this guidance with no material impact on our condensed consolidated financial statements. |
AQUISITIONS AND DISCONTINUED OP
AQUISITIONS AND DISCONTINUED OPERATIONS | 6 Months Ended |
Jul. 01, 2023 | |
Acquisitions and Discontinued Operations [Abstract] | |
AQUISITIONS AND DISCONTINUED OPERATIONS | ACQUISITIONS AND DISCONTINUED OPERATIONS Acquisition of ASPEQ As indicated in Note 1, on June 2, 2023, we completed the acquisition of ASPEQ for $421.8, net of cash acquired of $0.9. We financed the acquisition with available cash and borrowings under our senior credit facilities. The assets acquired and liabilities assumed have been recorded at preliminary estimates of fair value as determined by management, based on information currently available and on current assumptions as to future operations and are subject to change upon completion of the acquisition method of accounting. Final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP. The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023: Assets acquired: Current assets, including cash and equivalents of $0.9 $ 41.7 Property, plant and equipment 10.6 Goodwill 169.3 Intangible assets 246.1 Other assets 1.3 Total assets acquired 469.0 Current liabilities assumed 11.3 Non-current liabilities assumed (1) 35.0 Net assets acquired $ 422.7 ________________________________ (1) Includes net deferred income tax liabilities and other liabilities of $34.0 and $1.0, respectively. The identifiable intangible assets acquired consist of customer relationships, trademarks, technology, and customer backlog of $142.3, $51.5, $47.8, and $4.5, respectively, with such amounts based on a preliminary assessment of the related fair values. We expect to amortize the customer relationships, technology, and customer backlog assets over 12.0, 16.0, and 1.0 years, respectively, with the trademarks acquired being indefinite lived. We acquired gross receivables of $17.2, which had a fair value at the acquisition date of $17.1 based on our estimates of cash flows expected to be recovered. The qualitative factors that comprise the recorded goodwill include expected market growth for ASPEQ’s existing operations, increased volumes achieved by selling ASPEQ’s products through existing SPX sales channels, procurement and operational savings and efficiencies, and various other factors. We expect none of the goodwill described above to be deductible for tax purposes. Between the acquisition date and July 1, 2023, we recognized revenues and a net loss for ASPEQ of $8.6 and $0.5, respectively. The net loss included charges of $1.1 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold during the period June 2, 2023 through July 1, 2023. During the three and six months ended July 1, 2023, we incurred acquisition-related costs for ASPEQ of $4.6 and $5.1, respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations and “Corporate expense” within consolidated operating income in Note 6. The following unaudited pro forma information presents our results of operations for the three and six months ended July 1, 2023 and July 2, 2022, respectively, as if the acquisition of ASPEQ had taken place on January 1, 2022. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of ASPEQ. These pro forma results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during the first quarter of 2022, and the related income tax effects. Three months ended Six months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Revenues $ 442.0 $ 380.4 $ 870.3 $ 711.8 Income from continuing operations 41.9 12.2 78.8 14.5 Net income 39.6 6.1 80.2 6.8 Income from continuing operations per share of common stock: Basic $ 0.92 $ 0.27 $ 1.73 $ 0.32 Diluted $ 0.90 $ 0.26 $ 1.69 $ 0.31 Net income per share of common stock: Basic $ 0.87 $ 0.13 $ 1.76 $ 0.15 Diluted $ 0.85 $ 0.13 $ 1.72 $ 0.15 Other Acquisitions As indicated in Note 1, on March 31, 2022 and April 3, 2023, we completed the acquisitions of ITL and TAMCO, respectively. The pro forma effects of these acquisitions are not material to our condensed consolidated results of operations. Sale of Transformer Solutions Business On October 1, 2021, we completed the sale of SPX Transformer Solutions, Inc. During the first quarter of 2022, we agreed to the final adjustment of the purchase price which resulted in a payment to the buyer of $13.9 and an increase to the gain on sale of $0.2 . Wind-Down of DBT Business We completed the wind-down of our DBT Technologies (PTY) LTD (“DBT”) business in the fourth quarter of 2021. As a result of completing the wind-down plan, we are reporting DBT as a discontinued operation for all periods presented. The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of July 1, 2023 and December 31, 2022 . The major line items constituting DBT ’ s assets and liabilities as of July 1, 2023 and December 31, 2022 are shown below: July 1, 2023 December 31, 2022 ASSETS Cash and equivalents $ 8.4 $ 9.3 Accounts receivable, net 13.8 7.6 Other current assets 3.9 6.5 Property, plant and equipment: Buildings and leasehold improvements 0.2 0.2 Machinery and equipment 0.6 0.7 0.8 0.9 Accumulated depreciation (0.7) (0.8) Property, plant and equipment, net 0.1 0.1 Other assets 17.5 19.1 Total assets of DBT $ 43.7 $ 42.6 LIABILITIES Accounts payable $ 1.2 $ 1.4 Contract liabilities 3.2 3.6 Accrued expenses 18.8 22.0 Other long-term liabilities 4.2 4.6 Total liabilities of DBT $ 27.4 $ 31.6 Wind-Down of the Heat Transfer Business We completed the wind-down of our SPX Heat Transfer (“Heat Transfer”) business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are reporting Heat Transfer as a discontinued operation for all periods presented. The assets and liabilities of Heat Transfer have been included within “Assets of DBT and Heat Transfer” and “Liabilities of DBT and Heat Transfer,” respectively, on the condensed consolidated balance sheets as of July 1, 2023 and December 31, 2022. The major line items constituting Heat Transfer’s assets and liabilities as of July 1, 2023 and December 31, 2022 are shown below: July 1, 2023 December 31, 2022 ASSETS Cash and equivalents $ 0.1 $ — Other current assets 0.3 0.2 Other assets 0.1 0.1 Total assets of Heat Transfer $ 0.5 $ 0.3 LIABILITIES Accounts payable $ 0.2 $ 0.1 Accrued expenses 0.1 0.1 Total liabilities of Heat Transfer $ 0.3 $ 0.2 Changes in estimates associated with liabilities retained in connection with a business divestiture (e.g. income taxes) may occur. As a result, it is possible that the resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods. For the three and six months ended July 1, 2023 and July 2, 2022, results of operations from our businesses reported as discontinued operations were as follows: Three months ended Six months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 DBT Income (loss) from discontinued operations (1) $ (2.4) $ (6.9) $ 0.6 $ (8.5) Income tax benefit 0.2 1.1 0.9 1.5 Income (loss) from discontinued operations, net (2.2) (5.8) 1.5 (7.0) All other Loss from discontinued operations (2) (0.1) (0.4) (0.1) (0.9) Income tax benefit — 0.1 — 0.2 Loss from discontinued operations, net (0.1) (0.3) (0.1) (0.7) Total Income (loss) from discontinued operations (2.5) (7.3) 0.5 (9.4) Income tax benefit 0.2 1.2 0.9 1.7 Income (loss) from discontinued operations, net $ (2.3) $ (6.1) $ 1.4 $ (7.7) ________________________________ (1) Income for the six months ended July 1, 2023 resulted primarily from income recorded in connection with dispute resolutions, partially offset by legal costs incurred in connection with various dispute resolution matters related to two large power projects. Loss for the three months ended July 1, 2023 and the three and six months ended July 2, 2022 resulted primarily from net legal costs incurred in connection with various dispute resolution matters related to two large power projects. Refer to Note 15 for additional details on these dispute resolution matters. (2) Loss for the three and six months ended July 1, 2023 and July 2, 2022 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions. |
REVENUES FROM CONTRACTS
REVENUES FROM CONTRACTS | 6 Months Ended |
Jul. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES FROM CONTRACTS | REVENUES FROM CONTRACTS Disaggregated Revenues We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended July 1, 2023 and July 2, 2022: Three months ended July 1, 2023 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 173.3 $ — $ 173.3 Boilers, electrical heating, and ventilation 95.7 — 95.7 Underground locators, inspection and rehabilitation equipment, and robotic systems — 67.2 67.2 Communication technologies, aids to navigation, and transportation systems — 87.1 87.1 $ 269.0 $ 154.3 $ 423.3 Timing of Revenue Recognition Revenues recognized at a point in time $ 248.0 $ 127.3 $ 375.3 Revenues recognized over time 21.0 27.0 48.0 $ 269.0 $ 154.3 $ 423.3 Six months ended July 1, 2023 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 331.6 $ — $ 331.6 Boilers, electrical heating, and ventilation 189.0 — 189.0 Underground locators, inspection and rehabilitation equipment, and robotic systems — 133.1 133.1 Communication technologies, aids to navigation, and transportation systems — 169.4 169.4 $ 520.6 $ 302.5 $ 823.1 Timing of Revenue Recognition Revenues recognized at a point in time $ 476.3 $ 255.5 $ 731.8 Revenues recognized over time 44.3 47.0 91.3 $ 520.6 $ 302.5 $ 823.1 Three months ended July 2, 2022 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 130.5 $ — $ 130.5 Boilers, electrical heating, and ventilation 88.2 — 88.2 Underground locators, inspection and rehabilitation equipment, and robotic systems — 65.4 65.4 Communication technologies, aids to navigation, and transportation systems — 69.9 69.9 $ 218.7 $ 135.3 $ 354.0 Timing of Revenue Recognition Revenues recognized at a point in time $ 202.8 $ 110.9 $ 313.7 Revenues recognized over time 15.9 24.4 40.3 $ 218.7 $ 135.3 $ 354.0 Six months ended July 2, 2022 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 247.3 $ — $ 247.3 Boilers, electrical heating, and ventilation 164.5 — 164.5 Underground locators, inspection and rehabilitation equipment, and robotic systems — 132.6 132.6 Communication technologies, aids to navigation, and transportation systems — 116.7 116.7 $ 411.8 $ 249.3 $ 661.1 Timing of Revenue Recognition Revenues recognized at a point in time $ 375.9 $ 214.1 $ 590.0 Revenues recognized over time 35.9 35.2 71.1 $ 411.8 $ 249.3 $ 661.1 Contract Balances Our customers are invoiced for products and services at the time of delivery or based on contractual milestones, resulting in outstanding receivables with payment terms from these customers (“Contract Accounts Receivable”). In some cases, the timing of revenue recognition, particularly for revenue recognized over time, differs from when such amounts are invoiced to customers, resulting in a contract asset (revenue recognition precedes the invoicing of the related revenue amount) or a contract liability (payment from the customer precedes recognition of the related revenue amount). Contract assets and liabilities are generally classified as current. On a contract-by-contract basis, the contract assets and contract liabilities are reported net within our condensed consolidated balance sheets. Our contract balances consisted of the following as of July 1, 2023 and December 31, 2022: Contract Balances July 1, 2023 December 31, 2022 Change Contract Accounts Receivable (1) $ 279.1 $ 259.9 $ 19.2 Contract Assets 36.5 23.9 12.6 Contract Liabilities - current (71.0) (52.8) (18.2) Contract Liabilities - non-current (2) (4.1) (4.7) 0.6 Net contract balance $ 240.5 $ 226.3 $ 14.2 ___________________________ (1) Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets. (2) Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets. T he $14.2 increase in our net contract asset balance from December 31, 2022 to July 1, 2023 was due primarily to revenue recognized during the period, partially offset by cash payments received from customers during the period. During the three and six months ended July 1, 2023, we recognized revenues of $4.8 and $30.6, respectively, related to our contract liabilities at December 31, 2022. Performance Obligations As of July 1, 2023, the aggre gate amount all ocated to remaining performance obligations was $211.2. We expect to recognize revenue on approximately 82% and 89% of remaining performance obligations o ver the next 12 and 24 months, respectively, with the remaining recognized thereafter. |
LEASES
LEASES | 6 Months Ended |
Jul. 01, 2023 | |
Leases [Abstract] | |
LEASES | LEASES There have been no material changes to our operating and finance leases during the three and six months ended July 1, 2023. |
LEASES | LEASES There have been no material changes to our operating and finance leases during the three and six months ended July 1, 2023. |
INFORMATION ON REPORTABLE SEGME
INFORMATION ON REPORTABLE SEGMENTS | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
INFORMATION ON REPORTABLE SEGMENTS | INFORMATION ON REPORTABLE SEGMENTS We are a global supplier of highly specializ ed, engineered solutions with operations in 15 countries and sales in over 100 countries around the world. We have aggregated our operating segments into the following two reportable segments: HVAC and Detection and Measurement. The factors considered in determining our aggregated segments are the economic similarity of the businesses, the nature of products sold or services provided, production processes, types of customers, distribution methods, and regulatory environment. In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Codification. Segment Income is determined before considering, if applicable, impairment and special charges, long-term incentive compensation, certain other operating income/expense, other indirect corporate expenses, intangible asset amortization expense, inventory step-up charges, and certain other acquisition-related costs. This is consistent with the way our CODM evaluates the results of each segment. HVAC Reportable Segment Our HVAC reportable segment engineers, designs, manufactures, installs and services package and process cooling products and engineered air movement solutions for the HVAC industrial and power generation markets, as well as boilers and electrical heating and ventilation products for the residential and commercial markets. The primary distribution channels for the segment’s products are direct to customers, independent manufacturing representatives, third-party distributors, and retailers. The segment serves a customer base in North America, Europe, and Asia. Detection and Measurement Reportable Segment Our Detection and Measurement reportable segment engineers, designs, manufactures, services, and installs underground pipe and cable locators, inspection and rehabilitation equipment, robotic systems, transportation systems, communication technologies, and aids to navigation. The primary distribution channels for the segment’s products are direct to customers and third-party distributors. The segment serves a global customer base, with a strong presence in North America, Europe, Africa, and Asia. Corporate Expense Corporate expense generally relates to the cost of our Charlotte, North Carolina corporate headquarters. Financial data for our reportable segments for the three and six months ended July 1, 2023 and July 2, 2022 are presented below: Three months ended Six months ended July 1, July 2, July 1, July 2, Revenues: HVAC reportable segment $ 269.0 $ 218.7 $ 520.6 $ 411.8 Detection and Measurement reportable segment 154.3 135.3 302.5 249.3 Consolidated revenues $ 423.3 $ 354.0 $ 823.1 $ 661.1 Income: HVAC reportable segment $ 55.2 $ 28.3 $ 102.9 $ 48.9 Detection and Measurement reportable segment 29.2 27.8 55.9 46.8 Total income for segments 84.4 56.1 158.8 95.7 Corporate expense 16.6 16.4 31.2 33.0 Acquisition-related and other costs (1) 1.5 0.9 2.1 1.0 Long-term incentive compensation expense 3.5 2.5 6.6 5.6 Amortization of intangible assets 11.5 7.1 17.8 16.4 Special charges, net — 0.1 — 0.1 Other operating expense — 1.9 — 1.0 Consolidated operating income $ 51.3 $ 27.2 $ 101.1 $ 38.6 ________________________________ (1) Represents certain acquisition-related costs incurred of $1.5 and $2.1 during the three and six months ended July 1, 2023, respectively, and $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ASPEQ acquisition of $1.1 during the three and six months ended July 1, 2023 and the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. |
SPECIAL CHARGES, NET
SPECIAL CHARGES, NET | 6 Months Ended |
Jul. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
SPECIAL CHARGES, NET | SPECIAL CHARGES, NET There were no special charges for the three and six months ended July 1, 2023. No significant future charges are expected to be incurred under actions approved as of July 1, 2023. Special charges, net, for the three and six months ended July 2, 2022 are described in more detail below: Three months ended Six months ended July 2, July 2, HVAC reportable segment $ 0.1 $ 0.1 Detection and Measurement reportable segment — — Total $ 0.1 $ 0.1 HVAC — Charges for the three and six months ended July 2, 2022 related to severance costs associated with a restructuring action at one of the segment’s cooling businesses. The following is an analysis of our restructuring liabilities for the six months ended July 1, 2023 and July 2, 2022: Six months ended July 1, July 2, Balance at beginning of year $ — $ 0.3 Special charges — 0.1 Utilization — cash — (0.3) Currency translation adjustment and other — 0.1 Balance at end of period $ — $ 0.2 |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories are accounted for under the first-in, first-out method and are comprised of the following at July 1, 2023 and December 31, 2022: July 1, December 31, Finished goods $ 79.3 $ 73.0 Work in process 31.8 25.7 Raw materials and purchased parts 188.5 145.3 Total inventories $ 299.6 $ 244.0 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the six months ended July 1, 2023 were as follows: December 31, Goodwill Resulting from Business Combinations (1) Foreign July 1, HVAC reportable segment Gross goodwill $ 529.5 $ 219.9 $ 3.6 $ 753.0 Accumulated impairments (328.2) — (2.2) (330.4) Goodwill 201.3 219.9 1.4 422.6 Detection and Measurement reportable segment Gross goodwill 425.2 0.8 3.8 429.8 Accumulated impairments (171.2) — (1.3) (172.5) Goodwill 254.0 0.8 2.5 257.3 Total Gross goodwill 954.7 220.7 7.4 1,182.8 Accumulated impairments (499.4) — (3.5) (502.9) Goodwill $ 455.3 $ 220.7 $ 3.9 $ 679.9 __________________________ (1) Reflects (i) goodwill acquired with the TAMCO and ASPEQ acquisitions o f $50.6 and $169.3, respectively and (i i) an incre ase in ITL ’ s goodwill of $0.8 resulting from revisions to the valuation of certain assets and liabilities. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the TAMCO and ASPEQ acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting. Other Intangibles, Net Identifiable intangible assets at July 1, 2023 and December 31, 2022 comprised the following: July 1, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets with determinable lives: (1) Customer relationships $ 402.5 $ (52.1) $ 350.4 $ 198.9 $ (41.7) $ 157.2 Technology 139.1 (22.3) 116.8 81.5 (18.4) 63.1 Patents 4.5 (4.5) — 4.5 (4.5) — Other 45.4 (27.7) 17.7 36.7 (24.1) 12.6 591.5 (106.6) 484.9 321.6 (88.7) 232.9 Trademarks with indefinite lives (2) 220.7 — 220.7 168.7 — 168.7 Total $ 812.2 $ (106.6) $ 705.6 $ 490.3 $ (88.7) $ 401.6 __________________________ (1) The identifiable intangible assets associated with the TAMCO acquisition consists of customer relationships of $ 59.7 , technology of $9.3, definite-lived trademarks of $ 3.2 , and backlog of $1.0 . The identifiable intangible assets associated with the ASPEQ acquisition consists of customer relationships of $142.3 , technology of $47.8 , and backlog of $4.5 . (2) Includes $51.5 of indefinite-lived trademarks associated with the ASPEQ acquisition. In connection with the acquisitions of TAMCO and ASPEQ, which have definite-lived intangible assets as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $44.0 for the full year 2023 and $46.0 for 2024 and each of the four years thereafter. At July 1, 2023, the net carrying va lue of intangible assets with determinable lives consisted of $354.1 in the HVAC reportable segment and $130.8 in the Detection and Measurement reportable segment. At July 1, 2023, trademarks with indefinite lives consisted of $156.7 in the HVAC reportable segment and $64.0 in the Detection and Measurement reportable segment. We review goodwill and indefinite-lived intangible assets for impairment annually during th e fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit. During the fourth quarter of 2022, we performed a quantitative analysis on the goodwill of our Cincinnati Fan reporting unit. The Cincinnati Fan analysis indicated that the fair value of its net assets exceeded the related carrying value by less than 10%. A change in assumptions used in Cincinnati Fan’s quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in the reporting unit’s estimated fair value being less than the carrying value. If Cincinnati Fan is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill. As of July 1, 2023 , Cincinnati Fan’s goodwill totaled $54.8. We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment. The fair value of our trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs - Level 3, as defined in Note 17) |
WARRANTY
WARRANTY | 6 Months Ended |
Jul. 01, 2023 | |
Product Warranties Disclosures [Abstract] | |
WARRANTY | WARRANTY The following is an analysis of our product warranty accrual for the periods presented: 10 Six months ended July 1, July 2, Balance at beginning of year $ 34.7 $ 34.8 Acquisitions 0.8 0.3 Provisions 7.9 5.5 Usage (7.5) (5.5) Currency translation adjustment — (0.2) Balance at end of period 35.9 34.9 Less: Current portion of warranty 13.2 11.9 Non-current portion of warranty $ 22.7 $ 23.0 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jul. 01, 2023 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS On February 17, 2022, we transferred our existing liability under the SPX Postretirement Benefit Plans (the “Plans”) for a group of participants with retiree life insurance benefits to an insurance carrier for consideration payable to the insurance carrier of approximately $10.0. Of this consideration, $9.0 was paid during the first quarter ended April 2, 2022, with the remainder paid in the second quarter of 2022. This transaction resulted in a settlement charge of $0.7 recorded to “Other income (expense), net” during the first quarter of 2022. In addition, and in connection with this transfer, we remeasured the assets and liabilities of the Plans as of the transfer date, which resulted in a benefit of $0.4 recorded to “Other income (expense), net” for the three months ended April 2, 2022. Participants in the SPX U.S. Pension Plan (the “U.S. Plan”) are eligible to elect a lump-sum payment option in lieu of a future pension benefit. During the first half of 2022, $10.0 was paid to participants who elected lump-sum payments. This triggered a plan settlement which resulted in a charge to “Other income (expense), net” of $2.3 during the quarter ended July 2, 2022. In addition, we remeasured assets and liabilities of the U.S. Plan at July 2, 2022, which resulted in an actuarial loss of $1.5 recorded to “Other income (expense), net” during the quarter. Net periodic benefit (income) expense for our pension and postretirement plans includes the following components: Domestic Pension Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 3.3 $ 2.3 $ 6.6 $ 4.6 Expected return on plan assets (2.2) (2.1) (4.4) (4.2) Settlement and actuarial losses (1) — 3.8 — 3.8 Net periodic pension benefit expense $ 1.1 $ 4.0 $ 2.2 $ 4.2 __________________________ (1) C onsists of an actuarial loss of $1.5 and a settlement loss of $2.3 for the three and six months ended July 2, 2022. Foreign Pension Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 1.4 $ 1.0 $ 2.8 $ 2.0 Expected return on plan assets (1.6) (1.5) (3.2) (3.0) Net periodic pension benefit income $ (0.2) $ (0.5) $ (0.4) $ (1.0) Postretirement Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Amortization of unrecognized prior service credits (1.0) (1.1) (2.0) (2.2) Recognized net actuarial losses (1) — — — 0.3 Net periodic postretirement benefit income $ (0.7) $ (0.8) $ (1.4) $ (1.3) __________________________ (1) The six months ended July 2, 2022 includes the impact of the transfer of the retiree life insurance benefits obligation. |
INDEBTEDNESS
INDEBTEDNESS | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS The following summarizes our debt activity (both current and non-current) for the six months ended July 1, 2023: December 31, Borrowings Repayments Other (6) July 1, Revolving loans (1) $ — $ 520.0 $ (420.0) $ — $ 100.0 Term loans (2)(3) 244.3 300.0 — (1.2) 543.1 Trade receivables financing arrangement (4) — 61.0 (31.0) — 30.0 Other indebtedness (5) 2.5 0.2 (0.3) 0.1 2.5 Total debt 246.8 $ 881.2 $ (451.3) $ (1.1) 675.6 Less: short-term debt 1.8 132.0 Less: current maturities of long-term debt 2.0 10.5 Total long-term debt $ 243.0 $ 533.1 ___________________________ (1) While not due for repayment until August 2027 under the terms of our senior credit agreement, we classify within current liabilities the portion of the outstanding balance that we believe will be repaid over the next year, with such amount based on an estimate of cash that is expected to be generated over such period. The revolving loan facility was utilized as the initial funding mechanism for the TAMCO and ASPEQ acquisitions and was partially repaid with the funds borrowed on the Incremental Term Loan (see additional discussion below). (2) As noted below, we amended our senior credit agreement on April 21, 2023, with the amendment making available an incremental term loan facility (“Incremental Term Loan”) in the amount of $300.0. The proceeds from the Incremental Term Loan were primarily used to fund the acquisition of ASPEQ. (3) The term loans are repayable in quarterly installments equal to 0.625% of the balance of $545.0, beginning in December 2023 and in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.9 and $0.7 at July 1, 2023 and December 31, 2022, respectively. (4) Under this arrangement, we can borrow, on a continuous basis, up to $50.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At July 1, 2023, we had $12.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $30.0. (5) Primarily includes balances under a purchase card program of $2.0 and $1.8 and finance lease obligations of $0.5 and $0.7 at July 1, 2023 and December 31, 2022, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. (6) “Other” includes the capitalization and amortization of debt issuance costs. During the three months ended July 1, 2023, we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan. Senior Credit Facilities On April 21, 2023 (the “Incremental Amendment Effective Date”), we entered into an Incremental Facility Activation Notice (the “Incremental Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as of August 12, 2022 (as amended, the “Credit Agreement”), among the Company, the lenders party thereto, Deutsche Bank AG, as foreign trade facility agent, and the Administrative Agent. The Incremental Amendment provides for an Incremental Term Loan in the aggregate amount of $300.0, which was available in up to three drawings (subject to customary conditions) from the Incremental Amendment Effective Date to October 18, 2023. The proceeds of the Incremental Term Loan were available to be used to finance, in part, permitted acquisitions, to pay related fees, costs and expenses and for other lawful corporate purposes. The Incremental Term Loan will mature on August 12, 2027. We may voluntarily prepay the Incremental Term Loan, in whole or in part, without premium or penalty. In June 2023, we borrowed $300.0 under the Incremental Term Loan in connection with the ASPEQ acquisition. The interest rate applicable to the Incremental Term Loan is, at our option, equal to either (x) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.00%) or (y) the Term SOFR rate for the applicable interest period plus 0.10%, plus, in each case, an applicable margin percentage, which varies based on the Company’s Consolidated Leverage Ratio (defined in the Credit Agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of unrestricted cash and cash equivalents) at the date of determination to Consolidated EBITDA for the four fiscal quarters ended most recently before such date). SPX may elect interest periods of one three Consolidated Leverage Ratio Commitment Fee Term SOFR Loans ABR Loans Less than 2.00 to 1.0 0.225 % 1.500 % 0.500 % Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 0.250 % 1.625 % 0.625 % Greater than or equal to 3.00 to 1.0 0.275 % 1.875 % 0.875 % The Incremental Term Loan is guaranteed by certain domestic material subsidiaries of the Company and secured by a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries or the domestic subsidiary guarantors and 65% of the voting capital stock (and 100% of the non-voting capital stock) of material first-tier foreign subsidiaries, all subject to certain exceptions and on a pari passu basis with the other credit facilities under the Credit Agreement. A detailed description of our remaining senior credit facilities under the Credit Agreement is included in our 2022 Annual Report on Form 10-K. At July 1, 2023, we had $389.2 of available borrowing capacity under our revolving credit facilities, after giving effect to borrowings under the domestic revolving loan facility of $100.0 and $10.8 reserved for outstanding letters of credit. In addition, at July 1, 2023, we had $9.6 of available issuance capacity under our foreign credit instrument facilities after giving effect to $15.4 reserved for outstanding letters of credit. The weighted-average interest rate of outstanding borrowings under the Credit Agreement was approximately 6.8% at July 1, 2023. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS Interest Rate Swaps We maintain interest rate swap agreements (“Swaps”) that have a remaining notional amount of $225.0, cover the period through November 202 4, and effectively convert this portion of the borrowings under our senior credit facilities to a fixed rate of 1.077%, plus the applicable margin. We have designated, and are accounting for, our Swaps as cash flow hedges. As of July 1, 2023 and December 31, 2022 , the unrealized gain, net of tax, recorded in accumulated other comprehensive income ( “ AOCI ”) was $9.2 and $11.0, respectively. In addition, the fair value of our Swaps was $12.3 (with $9.0 recorded as a current asset and $3.3 as a non-current asset) as of July 1, 2023 , and $14.7 (with $8.7 recorded as a current asset and $6.0 as a non-current asset) as of December 31, 2022 . Changes in the fair value of our Swaps are reclassified into earnings, as a component of interest expense, when the forecasted transaction impacts earnings. Currency Forward Contracts We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the South African Rand, British Pound Sterling, and Euro. From time to time, we enter into forward contracts to manage the exposure on contracts with forecasted transactions denominated in non-functional currencies and to manage the risk of transaction gains and losses associated with assets/liabilities denominated in currencies other than the functional currency of certain subsidiaries (“FX forward contracts”). We had FX forward contracts with an aggregate notional amount of $9.9 and $6.9 outstanding as of July 1, 2023 and December 31, 2022, respectively, with all of the $9.9 scheduled to mature within one year. The fair value of our FX forward contracts was less than $0.1 at July 1, 2023 and December 31, 2022. |
STOCKHOLDERS' EQUITY AND LONG-T
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION | STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION Income Per Share The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share: Three months ended Six months ended July 1, July 2, July 1, July 2, Weighted-average number of common shares used in basic income per share 45.533 45.444 45.457 45.500 Dilutive securities — Employee stock options and restricted stock units 1.094 0.845 1.043 0.870 Weighted-average number of common shares and dilutive securities used in diluted income per share 46.627 46.289 46.500 46.370 The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.228 and 0.535, r espectively, for the three mon ths ended July 1, 2023, and 0.198 and 0.529, respectively, for the six months ended July 1, 2023. The weighted-average number of restricted stock units and stock options excluded from the computation of diluted income per share because the assumed proceeds for these instruments exceed the average market value of the underlying common stock for the related period were 0.350 and 0.791, respectively, for the three months ended July 2, 2022, and 0.292 and 0.739, respectively, for the six months ende d July 2, 2022 . Long-Term Incentive Compensation Long-term incentive compensation awards may be granted to certain eligible employees or non-employee directors. A detailed description of the awards granted prior to 2023 is included in our 2022 Annual Report on Form 10-K. Awards granted on March 1 , 2023 to executive officers and other members of senior management were comprised of performance stock units (“PSU’s”), stock options, and time-based restricted stock units (“RSU’s”), while other eligible employees were granted PSU’s and RSU’s. The PSU’s are eligible to vest at the end of a three-year performance period, with performance based on the total return of our stock over the three-year performance period against a peer group within the S&P 600 Capital Goods Index. Stock options and RSU’s vest ratably over the three-year period subsequent to the date of grant. Effective May 9, 2023, we granted 0.014 RSU ’ s to our non-employee directors, which vest in their entirety immediately prior to the annual meeting of stockholders in May 2024. C ompensation expense within income from continuing operations related to long-term incentive awards totaled $3.5 and $2.5 for the three months ended July 1, 2023 and July 2, 2022 , respectively, an d $6.6 an d $5.6 for the six months ended July 1, 2023 and July 2, 2022 , respectively. The related tax benefit w as $0.6 and $0.4 for the three months ended July 1, 2023 and July 2, 2022, respectively, and $1.1 and $0.9 for the six months e nded July 1, 2023 and July 2, 2022 , respectively. Repurchases of Common Stock On May 10, 2022 and May 9, 2023, our Board of Directors authorized management, in its sole discretion, to repurchase, in any fiscal year, up to $100.0 of our common stock, subject to maintaining compliance with all covenants of the Credit Agreement. Pursuant to this authorization, during the three months ended July 2, 2022, we repurchased approximately 0.7 shares of our common stock for aggregate cash payments of $33.7. Accumulated Other Comprehensive Income The changes in the components of AOCI, net of tax, for the three months ended July 1, 2023 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 243.5 $ 9.1 $ 6.7 $ 259.3 Other comprehensive income before reclassifications 3.9 1.8 — 5.7 Amounts reclassified from accumulated other comprehensive income — (1.7) (0.8) (2.5) Current-period other comprehensive income (loss) 3.9 0.1 (0.8) 3.2 Balance at end of period $ 247.4 $ 9.2 $ 5.9 $ 262.5 __________________________ (1) Net of tax provision o f $3.1 as of July 1, 2023 and April 1, 2023. (2) Net of tax provision of $2.2 and $2.4 as of July 1, 2023 and April 1, 2023, respectively. The balances as of July 1, 2023 and April 1, 2023 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the six months ended July 1, 2023 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 239.1 $ 11.0 $ 7.4 $ 257.5 Other comprehensive income before reclassifications 8.3 1.5 — 9.8 Amounts reclassified from accumulated other comprehensive income — (3.3) (1.5) (4.8) Current-period other comprehensive income (loss) 8.3 (1.8) (1.5) 5.0 Balance at end of period $ 247.4 $ 9.2 $ 5.9 $ 262.5 __________________________ (1) Net of tax provision of $3.1 a nd $3.7 as of July 1, 2023 and December 31, 2022, respectively. (2) Net of tax provision of $2.2 and $2.7 as of July 1, 2023 and December 31, 2022, respectively. The balances as of July 1, 2023 and December 31, 2022 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the three months ended July 2, 2022 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 250.1 $ 7.0 $ 9.8 $ 266.9 Other comprehensive income (loss) before reclassifications (13.8) 1.5 0.1 (12.2) Amounts reclassified from accumulated other comprehensive income — 0.1 (0.8) (0.7) Current-period other comprehensive income (loss) (13.8) 1.6 (0.7) (12.9) Balance at end of period $ 236.3 $ 8.6 $ 9.1 $ 254.0 __________________________ (1) Net of tax provision of $2.9 and $2.3 as of July 2, 2022 and April 2, 2022, respectively. (2) Net of tax provision of $3.2 and $3.5 as of July 2, 2022 and April 2, 2022, respectively. The balances as of July 2, 2022 and April 2, 2022 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the six months ended July 2, 2022 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 252.7 $ 0.5 $ 10.7 $ 263.9 Other comprehensive income (loss) before reclassifications (16.4) 7.6 0.1 (8.7) Amounts reclassified from accumulated other comprehensive income — 0.5 (1.7) (1.2) Current-period other comprehensive income (loss) (16.4) 8.1 (1.6) (9.9) Balance at end of period $ 236.3 $ 8.6 $ 9.1 $ 254.0 __________________________ (1) Net of tax provision of $2.9 and $0.1 as of July 2, 2022 and December 31, 2021, respectively. (2) Net of tax provision of $3.2 and $3.7 as of July 2, 2022 and December 31, 2021, respectively. The balances as of July 2, 2022 and December 31, 2021 include unamortized prior service credits. The following summarizes amounts reclassified from each component of AOCI for the three months ended July 1, 2023 and July 2, 2022: Amount Reclassified from AOCI Three months ended July 1, 2023 July 2, 2022 Affected Line Item in the Condensed (Gains) losses on qualifying cash flow hedges: Swaps $ (2.3) $ 0.2 Interest expense Pre-tax (2.3) 0.2 Income taxes 0.6 (0.1) $ (1.7) $ 0.1 Gains on pension and postretirement items: Amortization of unrecognized prior service credits - Pre-tax $ (1.0) $ (1.1) Other income (expense), net Income taxes 0.2 0.3 $ (0.8) $ (0.8) The following summarizes amounts reclassified from each component of AOCI for the six months ended July 1, 2023 and July 2, 2022: Amount Reclassified from AOCI Six months ended July 1, 2023 July 2, 2022 Affected Line Item in the Condensed (Gains) losses on qualifying cash flow hedges: Swaps $ (4.4) $ 0.7 Interest expense Pre-tax (4.4) 0.7 Income taxes 1.1 (0.2) $ (3.3) $ 0.5 Gains on pension and postretirement items: Amortization of unrecognized prior service credits - Pre-tax $ (2.0) $ (2.2) Other income (expense), net Income taxes 0.5 0.5 $ (1.5) $ (1.7) |
CONTINGENT LIABILITIES AND OTHE
CONTINGENT LIABILITIES AND OTHER MATTERS | 6 Months Ended |
Jul. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND OTHER MATTERS | CONTINGENT LIABILITIES AND OTHER MATTERS General Numerous claims, complaints and proceedings arising in the ordinary course of business have been asserted or are pending against us or certain of our subsidiaries (collectively, “claims”). These claims relate to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims), environmental matters, product liability matters (which, prior to the Asbestos Portfolio Sale, were predominately associated with alleged exposure to asbestos-containing materials), and other risk management matters (e.g., general liability, automobile, and workers’ compensation claims). Additionally, we may become subject to other claims of which we are currently unaware, which may be significant, or the claims of which we are aware may result in our incurring significantly greater loss than we anticipate. While we (and our subsidiaries) maintain property, cargo, auto, product, general liability, environmental, and directors’ and officers’ liability insurance and have acquired rights under similar policies in connection with acquisitions that we believe cover a significant portion of these claims, this insurance may be insufficient or unavailable (e.g., in the case of insurer insolvency) to protect us against potential loss exposures. Also, while we believe we are entitled to indemnification from third parties for some of these claims, these rights may be insufficient or unavailable to protect us against potential loss exposures. Our recorded liab ilities related to these matters, primarily associated with environmental matters, totaled $37.7 and $39.5 at July 1, 2023 and December 31, 2022, respectively. Of these amounts, $30.6 and $30.8 are included in “Other long-term liabilities” within our condensed consolidated balance sheets at July 1, 2023 and December 31, 2022 , respectively, with the remainder included in “Accrued expenses.” The liabilities we record for these matters are based on a number of assumptions, including historical claims and payment experience. While we base our assumptions on facts currently known to us, they entail inherently subjective judgments and uncertainties. As a result, our current assumptions for estimating these liabilities may not prove accurate, and we may be required to adjust these liabilities in the future, which could result in charges to earnings. These variances relative to current expectations could have a material impact on our financial position and results of operations. Asbestos Matters As indicated in Note 1, we completed the Asbestos Portfolio Sale on November 1, 2022, which resulted in the divestiture of three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets. As a result of this transaction, the Company divested all obligations with respect to pending and future asbestos claims relating to these subsidiaries. During the six months ended July 2, 2022, our payments for asbestos-related claims, net of respective insurance recoveri es of $17.0, were $11.2. During the three and six months ended July 2, 2022, we recorded charges of $2.3 to continuing operations and $0.2 to discontinued operations related to revisions of recorded liabilities for asbestos-related claims. There w ere no other changes in estimates associated with the assets and liabilities related to our asbestos product liability matters during the three and six months ended July 2, 2022. Large Power Projects in South Africa Overview - Since 2008, DBT had been executing on two large power projects in South Africa (Kusile and Medupi), on which it has substantially completed its scope of work. Over such time, the business environment surrounding these projects was difficult, as DBT, along with many other contractors on the projects, experienced delays, cost over-runs, and various other challenges associated with a complex set of contractual relationships among the end customer, prime contractors, various subcontractors (including DBT and its subcontractors), and various suppliers. DBT’s remaining responsibilities relate largely to resolution of various claims, primarily between itself and one of its prime contractors, Mitsubishi Heavy Industries Power—ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD), or “MHI.” The challenges related to the projects have resulted in (i) significant adjustments to our revenue and cost estimates for the projects, (ii) DBT’s submission of numerous change orders to the prime contractors, (iii) various claims and disputes between DBT and other parties involved with the projects (e.g., prime contractors, subcontractors, suppliers, etc.), and (iv) the possibility that DBT may become subject to additional claims, which could be significant. It is possible that some outstanding claims may not be resolved until after the prime contractors complete their scopes of work. Our future financial position, operating results, and cash flows could be materially impacted by the resolution of current and any future claims. Claims by DBT - DBT has asserted claims against MHI of approximately South African Rand 1,000.0 (or $53.5 ). As DBT prepares these claims for dispute resolution processes, the amounts, along with the characterization, of the claims could change. Of these claims, South African Rand 606.0 (or $32.4 ), which is inclusive of the amounts awarded in the adjudications referred to below, are currently proceeding through contractual dispute resolution processes and DBT is likely to initiate additional dispute resolution processes. DBT is also pursuing several claims to force MHI to abide by its contractual obligations and provide DBT with certain benefits that MHI may have received from its customer on the projects. In addition to existing asserted claims, DBT believes it has additional claims and rights to recovery based on its performance under the contracts with, and actions taken by, MHI. DBT is continuing to evaluate the claims and the amounts owed to it under the contracts based on MHI’s failure to comply with its contractual obligations. The amounts DBT may recover for current and potential future claims against MHI are not currently known given (i) the extent of current and potential future claims by MHI against DBT (see below for further discussion) and (ii) the unpredictable nature of any dispute resolution processes that may occur in connection with these current and potential future claims. No revenue has been recorded in the accompanying condensed consolidated financial statements with respect to current or potential future claims against MHI. On July 23, 2020, a dispute adjudication panel issued a ruling in favor of DBT on certain matters related to the Kusile and Medupi projects. The panel (i) ruled that DBT had achieved takeover on 9 of the units; (ii) ordered MHI to return $2.3 of bonds (which have been subsequently returned by MHI); (iii) ruled that DBT is entitled to the return of an additional $4.3 of bonds upon the completion of certain administrative milestones; (iv) ordered MHI to pay South African Rand 18.4 (or $1.1 at the time of the ruling) in incentive payments for work performed by DBT (which MHI has subsequently paid); and (v) ruled that MHI waived its rights to assert delay damages against DBT on one of the units of the Kusile project. The ruling is subject to MHI’s rights to seek further arbitration in the matter, as provided in the contracts. As such, the incentive payments noted above have not been recorded in our accompanying condensed consolidated statements of operations. On February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT related to costs incurred in connection with delays on two units of the Kusile project. In connection with the ruling, MHI paid DBT South African Rand 126.6 (or $8.6 at the time of payment). This ruling was subject to final and binding arbitration in this matter. In March 2023, an arbitration tribunal upheld the decision of the dispute adjudication panel. As a result, the South African Rand 126.6 (or $6.8 ) was recorded as income during the quarter ended April 1, 2023, with such amount recorded within “Gain (loss) on disposition of discontinued operations, net of tax.” Additionally, in June 2023, the arbitration tribunal ruled DBT was entitled to recover $1.3 of legal costs incurred related to the arbitration. Such amount was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the quarter ended July 1, 2023. On April 28, 2021, a dispute adjudication panel issued a ruling in favor of DBT related to costs incurred in connection with delays on two units of the Medupi project. In connection with the ruling, MHI paid DBT South African Rand 82.0 (or $6.0 at the time of payment). This ruling is subject to MHI’s rights to seek further arbitration in the matter and, thus, the amount awarded has not been reflected in our accompanying condensed consolidated statements of operations. Claims by MHI - On February 26, 2019, DBT received notification of an interim claim consisting of both direct and consequential damages from MHI alleging, among other things, that DBT (i) provided defective product and (ii) failed to meet certain project milestones. In September 2020, MHI made a demand on certain bonds issued in its favor by DBT, based solely on these alleged defects, but without further substantiation or other justification (see further discussion below). On December 30, 2020, MHI notified DBT of its intent to take these claims to binding arbitration even though the vast majority of these claims had not been brought appropriately before a dispute adjudication board as required under the relevant subcontracts. On June 4, 2021, in connection with the arbitration, DBT received a revised version of the claim. Similar to the interim claim, we believe the vast majority of the damages summarized in the revised claim are unsubstantiated and, thus, any loss for the majority of these claims is considered remote. The remainder of the claims in both the interim notification and the revised version largely appear to be direct in nature. On September 21, 2022, an arbitration tribunal ruled that only South African Rand 349.6 (or $18.7 ) of MHI’s revised claim had been brought appropriately before a dispute adjudication board as required under the relevant subcontracts, with MHI’s other claims dismissed from the arbitration proceedings. Additionally, in May 2023, the arbitration tribunal ruled DBT was entitled to recover $5.5 of legal costs incurred related to the arbitration. Such amount was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the quarter ended July 1, 2023. MHI subsequently referred the claims dismissed from the arbitration, with approximately South African Rand 394.4 (or $21.1 ) related to claims that are direct in nature, to a new dispute adjudication panel. The panel held a hearing on these matters in June 2023 and a ruling is expected in the third quarter of 2023. DBT has numerous defenses and, thus, we do not believe that DBT has a probable loss associated with any of these claims. As such, no loss has been recorded in the accompanying condensed consolidated financial statements with respect to these claims. DBT intends to vigorously defend itself against these claims. Although it is reasonably possible that some loss may be incurred in connection with these claims, we currently are unable to estimate the potential loss or range of potential loss associated with these claims due to the (i) lack of support provided by MHI for these claims; (ii) complexity of contractual relationships between the end customer, MHI, and DBT; (iii) legal interpretation of the contract provisions and application of South African law to the contracts; and (iv) unpredictable nature of any dispute resolution processes that have occurred or may occur in connection with these claims. In April and July 2019, DBT received notifications of intent to claim liquidated damages totaling South African Rand 407.2 (or $21.8 ) from MHI alleging that DBT failed to meet certain project milestones related to the construction of the filters for both the Kusile and Medupi projects. DBT has numerous defenses against these claims and, thus, we do not believe that DBT has a probable loss associated with these claims. As such, no loss has been recorded in the accompanying condensed consolidated financial statements with respect to these claims. Although it is reasonably possible that some loss may be incurred in connection with these claims, we currently are unable to estimate the potential loss or range of potential loss. In March 2023, MHI submitted to DBT notices of intent to claim totaling South African Rand 1,664.0 (or $89.1) related to DBT’s filter and heater scopes of work, alleging that DBT provided defective product. MHI has provided minimal support for these allegations and DBT believes it has numerous defenses against them. Thus, we do not believe that DBT has a probable loss associated with these allegations and DBT intends to vigorously defend itself against them. As such, no amounts have been recorded in the accompanying condensed consolidated financial statements with respect to these allegations. We currently are unable to estimate the range of potential loss, if any, associated with these allegations due to the (i) lack of support provided by MHI; (ii) complexity of contractual relationships between the end customer, MHI, and DBT; (iii) legal interpretation of the contract provisions and application of South African law to the contracts; and (iv) unpredictable nature of any dispute resolution processes that may occur in connection with these claims. Bonds Issued in Favor of MHI - DBT was obligated with respect to bonds issued by banks in favor of MHI. In September of 2020, MHI made a demand, and received payment of South African Rand 239.6 (or $14.3 at the time of payment), on certain of these bonds. In May 2021, MHI made an additional demand, and received payment of South African Rand 178.7 (or $12.5 at the time of payment), on certain of the remaining bonds at such time. In both cases, we funded the payment as required under the terms of the bonds and our senior credit agreement. In its demands, MHI purported that DBT failed to carry out its obligations to rectify certain alleged product defects and that DBT failed to meet certain project milestones. DBT denies liability for such allegations and, thus, fully intends to seek, and believes it is legally entitled to, reimbursement of the South African Rand 418.3 (or $22.4 ) that has been paid. On October 11, 2022, a dispute adjudication panel ruled MHI drew on amounts in excess of the bond values stipulated in the contracts and was required to refund DBT South African Rand 90.8 (or $5.0 at the time of payment) of the previously demanded amounts, plus interest of South African Rand 12.5 (or $0.7 at the time of payment). MHI paid these amounts on October 14, 2022. We have reflected the remaining South African Rand 327.5 (or $17.5 and $19.1 as of July 1, 2023 and December 31, 2022, respectively ) within “Assets of DBT and Heat Transfer” on the accompanying condensed consolidated balance sheets as of July 1, 2023 and December 31, 2022. All other bonds previously issued in favor of MHI have been returned or cancelled by the issuing banks. In addition, SPX Technologies, Inc. has guaranteed DBT’s performance on these projects to the prime contractors, including MHI. Claim against Surety - On February 5, 2021, DBT received payment of $6.7 on bonds issued in support of performance by one of DBT’s sub-contractors. The sub-contractor maintains a right to seek recovery of such amount and, thus, the amount received by DBT has not been reflected in our condensed consolidated statements of operations. Claim for Contingent Consideration Related to ULC Robotics (“ULC”) Acquisition In connection with our acquisition of ULC in September 2020, the seller of ULC was eligible for additional cash consideration of up to $45.0 upon achievement of certain operating and financial performance milestones. During the third quarter of 2021, we concluded that the operational and financial performance milestones noted above were not achieved and, thus, no amount is due to the seller. On August 23, 2022, the seller of ULC initiated a breach-of-contract lawsuit against us in the United States District Court for the Eastern District of New York claiming that it is entitled to a portion of the additional cash consideration linked to certain operating performance milestones totaling $15.0. SPX has numerous defenses against this claim and, thus, we do not believe we have a probable loss associated with the claim. Litigation Matters We are subject to other legal matters that arise in the normal course of business. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows; however, we cannot assure you that these proceedings or claims will not have a material effect on our financial position, results of operations or cash flows. Environmental Matters Our operations and properties are subject to federal, state, local and foreign regulatory requirements relating to environmental protection. It is our policy to comply fully with all applicable requirements. As part of our effort to comply, we have a comprehensive environmental compliance program that includes environmental audits conducted by internal and external independent professionals, as well as regular communications with our operating units regarding environmental compliance requirements and anticipated regulations. Based on current information, we believe that our operations are in substantial compliance with applicable environmental laws and regulations, and we are not aware of any violations that could have a material effect, individually or in the aggregate, on our business, financial condition, and results of operations or cash flows. We had liabilities for site investigation and/or remediation at 17 sites that we own or control, or formerly owned and controlled, as of July 1, 2023 and December 31, 2022. In addition, while we believe that we maintain adequate accruals to cover the costs of site investigation and/or remediation, we cannot provide assurance that new matters, developments, laws and regulations, or stricter interpretations of existing laws and regulations will not materially affect our business or operations in the future. Our environmental accruals cover anticipated costs, including investigation, remediation, and maintenance of clean-up sites. Our estimates are based primarily on investigations and remediation plans established by independent consultants, regulatory agencies and potentially responsible third parties. Accordingly, our estimates may change based on future developments, including new or changes in existing environmental laws or policies, differences in costs required to complete anticipated actions from estimates provided, future findings of investigation or remediation actions, or alteration to the expected remediation plans. It is our policy to revise an estimate once the revision becomes probable and the amount of change can be reasonably estimated. We generally do not discount our environmental accruals and do not reduce them by anticipated insurance recoveries. We take into account third-party indemnification from financially viable parties in determining our accruals where there is no dispute regarding the right to indemnification. In the case of contamination at offsite, third-party disposal sites, as of July 1, 2023 and December 31, 2022, we have been notified that we are potentially responsible and have received other notices of potential liability pursuant to various environmental laws at 9 sites, at which the liability has not been settled and all of which have been active in the past few years. These laws may impose liability on certain persons that are considered jointly and severally liable for the costs of investigation and remediation of hazardous substances present at these sites, regardless of fault or legality of the original disposal. These persons include the present or former owners or operators of the site and companies that generated, disposed of or arranged for the disposal of hazardous substances at the site. We are considered a “de minimis” potentially responsible party at most of the sites, and we estimate that our aggregate liability, if any, related to these sites is not material to our condensed consolidated financial statements. We conduct extensive environmental due diligence with respect to potential acquisitions, including environmental site assessments and such further testing as we may deem warranted. If an environmental matter is identified, we estimate the cost and either establish a liability, purchase insurance or obtain an indemnity from a financially sound seller; however, in connection with our acquisitions or dispositions, we may assume or retain significant environmental liabilities, some of which we may be unaware. The potential costs related to these environmental matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of various clean-up technologies, the uncertain level of insurance or other types of recovery, and the questionable level of our responsibility. We record a liability when it is both probable and the amount can be reasonably estimated. In our opinion, after considering accruals established for such purposes, the cost of remedial actions for compliance with the present laws and regulations governing the protection of the environment are not expected to have a material impact, individually or in the aggregate, on our financial position, results of operations or cash flows. Self-insured Risk Management Matters We are self-insured for certain of our workers’ compensation, automobile, product and general liability, disability and health costs, and we believe that we maintain adequate accruals to cover our retained liability. Our accruals for risk management matters are determined by us, are based on claims filed and estimates of claims incurred but not yet reported, and generally are not discounted. We consider a number of factors, including third-party actuarial valuations, when making these determinations. We maintain third-party stop-loss insurance policies to cover certain liability costs in excess of predetermined retained amounts. This insurance may be insufficient or unavailable (e.g., because of insurer insolvency) to protect us against loss exposures. |
INCOME AND OTHER TAXES
INCOME AND OTHER TAXES | 6 Months Ended |
Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME AND OTHER TAXES | INCOME AND OTHER TAXES Uncertain Tax Benefits As of July 1, 2023 , we had gross unrecognized tax ben efits of $2.5 (net unrecognized tax benefits of $2.4). These unrecognized tax benefits would impact our effective tax rate from continuing operations if recognized. We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of July 1, 2023, gross accrued interest totaled $1.3 (net accrued interest of $1.2). As of July 1, 2023, we had no accrual for penalties included in our unrecognized tax benefits. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by up to $0.6. The previously unrecognized tax benefits relate to a variety of tax matters including transfer pricing and various state matters. Other Tax Matters For the three months ended July 1, 2023, we recorded an income tax provision of $7.8 on $46.1 of pre-tax income from continuing operations, resulting in an effective rate of 16.9%. This compares to an income tax provision for the three months ended July 2, 2022 of $4.4 on $23.5 of pre-tax income from continuing operations, resulting in an effective rate of 18.7%. The most significant items impacting the income tax provision for the second quarters of 2023 and 2022 were (i) $1.2 and $0.7 of tax benefits, respectively, related to revisions to liabilities for uncertain tax positions and (ii) $0.5 and $0.0, respectively, of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the period. In addition, the rate for the three months ended July 1, 2023 was favorably impacted by a tax benefit of $1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized. For the six months ended July 1, 2023, we recorded an income tax provision of $19.1 on $96.5 of pre-tax income from continuing operations, resulting in an effective rate of 19.8%. This compares to an income tax provision for the six months ended July 2, 2022 of $7.0 on $39.1 of pre-tax income from continuing operations, resulting in an effective rate of 17.9%. The most significant items impacting the income tax provision during the first half of 2023 and 2022 were (i) $1.4 and $0.7, respectively, of excess tax benefits associated with stock-based compensation awards that vested and/or were exercised during the periods and (ii) the $1.2 and $0.7, respectively, of the tax benefits noted above related to revisions to liabilities for uncertain tax positions. In addition, the current year's rate was favorably impacted by a tax benefit of $1.8 related to the release of valuation allowances recognized against certain deferred tax assets, as we now expect these deferred tax assets to be realized. We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. U.S. Federal income tax returns are subject to examination for a period of three years after filing the return. We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for. State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We regularly have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for. We regularly have various foreign income tax returns under examination. We believe that any uncertain tax positions related to these examinations have been adequately provided for. An unfavorable resolution of one or more of the above matters could have a material impact on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jul. 01, 2023 | |
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 or nonrecurring basis. There were no transfers between the three levels of the fair value hierarchy for the periods pres ented. Valuation Methods Used to Measure Fair Value on a Non-Recurring Basis Contingent Consideration for Sensors & Software and Enterprise Control Systems Acquisitions — In connection with the acquisition of Sensors & Software in 2020, the sellers were eligible for additional cash consideration of up to $3.8 , with payment of such contingent consideration dependent upon the achievement of certain milestones. Such contingent consideration totaled $1.3, and was paid during the quarter ended April 2, 2022. In connection with the acquisition of Enterprise Control Systems Ltd in 2021, the seller was eligible for additional cash consideration of up to $15.8 , with payment of such contingent consideration dependent upon the achievement of certain milestones. During the first and second quarters of 2022, we concluded the probability of achieving the financial performance milestones had lessened due to a delay in the execution of certain large orders. Thus, during the quarters ended April 2, 2022 and July 2, 2022, we reduced the fair value/liability by $0.9 and $0.4, respectively, with such amounts recorded to “Other operating expense, net.” The estimated fair value of such contingent consideration was $0.0 at July 1, 2023 and December 31, 2022 as we determined no additional cash consideration was due to the seller. We estimate the fair value of contingent consideration based on the probability of the acquired business achieving the applicable milestones. Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets — Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any asset impairment would result in the asset being recorded at its fair value. Valuation Methods Used to Measure Fair Value on a Recurring Basis Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps and FX forward contracts, valued using valuation models based on observable market inputs such as forward rates, inte rest 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 July 1, 2023, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks. Equity Security — We estimate the fair value of an equity security that we hold utilizing a practical expedient under existing guidance, with such estimated fair value based on our ownership percentage applied to the net asset value as provided quarterly by the investee. The value is updated annually, during the first quarter, based on the investee’s most recent audited financial statements. Duri ng the three and six months ended July 1, 2023 and July 2, 2022, we recorded gains of $0.0 and $0.0, and $3.6 and $4.4, respectively, to “Other income (expense), net” to reflect an increase in the estimated fair value of the equity security. As of July 1, 2023 and December 31, 2022, the equity security had an estimated fair value of $39.4 and $35.8, respectively. Indebtedness and Other — The estimated fair value of our debt instruments as of July 1, 2023 and December 31, 2022 approximated the related carrying values due primarily to the variable market-based interest rates for such instruments. Se e Note 12 f or further details. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Pay vs Performance Disclosure | ||||
Net income | $ 36 | $ 13 | $ 78.8 | $ 24.4 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jul. 01, 2023 shares | Jul. 01, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Name and Title Type of Plan Adoption Date Duration or End Date Aggregate Number of Securities to be Sold Description of Trading Arrangement NaTausha H. White Vice President and Chief Human Resources Officer Rule 10b5-1(c) trading arrangement May 19, 2023 5/15/2024 (or such earlier date as all shares covered by the plan are sold) 25,326 Sales of owned shares and exercises of vested stock options and sales of shares acquired upon option exercises | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
NaTausha H. White [Member] | ||
Trading Arrangements, by Individual | ||
Name | NaTausha H. White | |
Title | Vice President and Chief Human Resources Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 19, 2023 | |
Aggregate Available | 25,326 | 25,326 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jul. 01, 2023 | |
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 (“SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their presentation. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 3 for information on discontinued operations). |
Variable Interest Entity | We account for investments in unconsolidated companies where we exercise significant influence but do not have control using the equity method. In determining whether we are the primary beneficiary of a variable interest entity (“VIE”), we perform a qualitative analysis that considers the design of the VIE, the nature of our involvement and the variable interests held by other parties to determine which party has the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and which party has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All of our VIE’s are immaterial, individually and in aggregate, to our condensed consolidated financial statements. Merger and Consummation of Holding Company Reorganization As of August 15, 2022, SPX Technologies, Inc. (the “Company”) is the successor registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended, to SPX Corporation (“Legacy SPX”) as a result of the completion on August 15, 2022 of a holding company reorganization (the “Holding Company Reorganization”) effected as a merger of Legacy SPX with and into SPX Merger, LLC, a subsidiary of the Company. Each share of Legacy SPX’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the consummation of the Holding Company Reorganization was automatically converted into an equivalent corresponding share of the Company’s common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Legacy SPX common stock being converted. Accordingly, upon consummation of the Holding Company Reorganization, Legacy SPX stockholders became stockholders of the Company. The terms “SPX,” “we” and “our” include Legacy SPX for periods prior to the consummation of the Holding Company Reorganization as the context requires. Divestiture of Asbestos Liabilities and Certain Assets On November 1, 2022, we divested three wholly-owned subsidiaries that hold asbestos liabilities and certain assets, including related insurance assets, to Canvas Holdco LLC (“Canvas”), an entity formed by a joint venture of Global Risk Capital LLC and an affiliate of Premia Holdings Ltd. In connection with the divestiture (the “Asbestos Portfolio Sale”), the divested subsidiaries have agreed to indemnify us and our affiliates for their asbestos-related liabilities, which encompassed all of our consolidated asbestos-related liabilities and contingent liabilities immediately prior to the divestiture. These indemnification obligations are not subject to any cap or time limitation. As a result of this transaction, the Company divested all obligations with respect to pending and future asbestos claims relating to these matters. The board of managers of the divested subsidiaries each received a solvency opinion from an independent advisory firm that the divested subsidiaries were solvent after giving effect to the Asbestos Portfolio Sale. The agreement for the Asbestos Portfolio Sale contains customary representations and warranties with respect to the divested subsidiaries, the Company, and Canvas. Pursuant to the agreement, the Company and Canvas will each indemnify the other for breaches of representation and warranties or breaches of covenants, subject to certain limitations as set forth in the agreement. Refer to Note 15 for additional details. |
Use of Estimates | Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 (“our 2022 Annual Report on Form 10-K”). Interim results are not necessarily indicative of full year results. |
Fiscal Period | 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 2023 are April 1, July 1, and September 30, compared to the respective April 2, July 2, and October 1, 2022 dates. We had one less day in the first quarter of 2023 and will have one more day in the fourth quarter of 2023 than in the respective 2022 periods. It is not practicable to estimate the impact of the one less day on our consolidated operating results for the six months ended July 1, 2023, when compared to the consolidated operating results for the respective 2022 period. |
New Accounting Pronouncements | NEW ACCOUNTING PRONOUNCEMENTS The following is a summary of new accounting pronouncements that apply or may apply to our business. The London Interbank Offered Rate (“LIBOR”) was discontinued on June 30, 2023. In an effort to address the various challenges created by such discontinuance, the Financial Accounting Standards Board (“FASB”) issued three amendments to existing guidance, Accounting Standards Update (“ASU”) No. 2020-04, No. 2021-01, and No. 2022-06, Reference Rate Reform. The amended guidance is designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, etc.) necessitated by the reference rate reform. It also provides optional expedients to enable companies to continue to apply hedge accounting to certain hedging relationships impacted by the reference rate reform. Application of the guidance in the amendments is optional, is only available in certain situations, and is only available for companies to apply until December 31, 2024. In conjunction with entering into an amended and restated credit agreement on August 12, 2022, we adopted this guidance with no material impact on our condensed consolidated financial statements. |
Inventories, Net | Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. |
Goodwill and Other Intangible Assets | We review goodwill and indefinite-lived intangible assets for impairment annually during th e fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. In reviewing goodwill and indefinite-lived intangible assets for impairment, we initially perform a qualitative analysis. If there is an indication of impairment, we then perform a quantitative analysis. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit. During the fourth quarter of 2022, we performed a quantitative analysis on the goodwill of our Cincinnati Fan reporting unit. The Cincinnati Fan analysis indicated that the fair value of its net assets exceeded the related carrying value by less than 10%. A change in assumptions used in Cincinnati Fan’s quantitative analysis (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in the reporting unit’s estimated fair value being less than the carrying value. If Cincinnati Fan is unable to achieve its current financial forecast, we may be required to record an impairment charge in a future period related to its goodwill. As of July 1, 2023 , Cincinnati Fan’s goodwill totaled $54.8. We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis, if there are indications of potential impairment. The fair value of our trademarks is based on applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs - Level 3, as defined in Note 17) |
Currency Forward Contracts | Currency Forward Contracts We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the South African Rand, British Pound Sterling, and Euro. |
Potential Uncertain Positions | We perform reviews of our income tax positions on a continuous basis and accrue for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. Accruals for these uncertain tax positions are recorded in “Income taxes payable” and “Deferred and other income taxes” in the accompanying condensed consolidated balance sheets based on the expectation as to the timing of when the matters will be resolved. As events change and resolutions occur, these accruals are adjusted, such as in the case of audit settlements with taxing authorities. U.S. Federal income tax returns are subject to examination for a period of three years after filing the return. We are not currently under examination by the Internal Revenue Service and believe any contingencies in open years are adequately provided for. State income tax returns generally are subject to examination for a period of three to five years after filing the respective tax returns. The impact on such tax returns of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We regularly have various state income tax returns in the process of examination. We believe any uncertain tax positions related to these examinations have been adequately provided for. We regularly have various foreign income tax returns under examination. We believe that any uncertain tax positions related to these examinations have been adequately provided for. An unfavorable resolution of one or more of the above matters could have a material impact on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time. |
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. 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 asset impairment would result in the asset being recorded at its fair value. Valuation Methods Used to Measure Fair Value on a Recurring Basis Derivative Financial Instruments — Our financial derivative assets and liabilities include interest rate swaps and FX forward contracts, valued using valuation models based on observable market inputs such as forward rates, inte rest 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 July 1, 2023, there has been no significant impact to the fair value of our derivative liabilities due to our own credit risk, as the related instruments are collateralized under our senior credit facilities. Similarly, there has been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Financial Data for Reportable Segments and Other Operating Segments | The impact of this change on the Segment Income previously presented for the three and six months ended July 2, 2022 is summarized below: Three months ended July 2, 2022 Six months ended July 2, 2022 As Previously Presented Effect of Change Current Presentation As Previously Presented Effect of Change Current Presentation Income: HVAC reportable segment $ 25.6 $ 2.7 $ 28.3 $ 40.8 $ 8.1 $ 48.9 Detection and Measurement reportable segment 22.5 5.3 27.8 37.5 9.3 46.8 Total income for segments 48.1 8.0 56.1 78.3 17.4 95.7 Corporate expense 16.4 — 16.4 33.0 — 33.0 Acquisition related costs (1) — 0.9 0.9 — 1.0 1.0 Long-term incentive compensation expense 2.5 — 2.5 5.6 — 5.6 Amortization of intangible assets — 7.1 7.1 — 16.4 16.4 Special charges, net 0.1 — 0.1 0.1 — 0.1 Other operating expense, net 1.9 — 1.9 1.0 — 1.0 Consolidated operating income $ 27.2 $ — $ 27.2 $ 38.6 $ — $ 38.6 ________________________________ (1) Represents additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. Financial data for our reportable segments for the three and six months ended July 1, 2023 and July 2, 2022 are presented below: Three months ended Six months ended July 1, July 2, July 1, July 2, Revenues: HVAC reportable segment $ 269.0 $ 218.7 $ 520.6 $ 411.8 Detection and Measurement reportable segment 154.3 135.3 302.5 249.3 Consolidated revenues $ 423.3 $ 354.0 $ 823.1 $ 661.1 Income: HVAC reportable segment $ 55.2 $ 28.3 $ 102.9 $ 48.9 Detection and Measurement reportable segment 29.2 27.8 55.9 46.8 Total income for segments 84.4 56.1 158.8 95.7 Corporate expense 16.6 16.4 31.2 33.0 Acquisition-related and other costs (1) 1.5 0.9 2.1 1.0 Long-term incentive compensation expense 3.5 2.5 6.6 5.6 Amortization of intangible assets 11.5 7.1 17.8 16.4 Special charges, net — 0.1 — 0.1 Other operating expense — 1.9 — 1.0 Consolidated operating income $ 51.3 $ 27.2 $ 101.1 $ 38.6 ________________________________ (1) Represents certain acquisition-related costs incurred of $1.5 and $2.1 during the three and six months ended July 1, 2023, respectively, and $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ASPEQ acquisition of $1.1 during the three and six months ended July 1, 2023 and the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. |
ACQUISITIONS AND DISCONTINUED O
ACQUISITIONS AND DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Acquisitions and Discontinued Operations [Abstract] | |
Schedule of Discontinued Operations | The following is a summary of the recorded preliminary fair values of the assets acquired and liabilities assumed for ASPEQ as of June 2, 2023: Assets acquired: Current assets, including cash and equivalents of $0.9 $ 41.7 Property, plant and equipment 10.6 Goodwill 169.3 Intangible assets 246.1 Other assets 1.3 Total assets acquired 469.0 Current liabilities assumed 11.3 Non-current liabilities assumed (1) 35.0 Net assets acquired $ 422.7 ________________________________ (1) Includes net deferred income tax liabilities and other liabilities of $34.0 and $1.0, respectively. The following unaudited pro forma information presents our results of operations for the three and six months ended July 1, 2023 and July 2, 2022, respectively, as if the acquisition of ASPEQ had taken place on January 1, 2022. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of ASPEQ. These pro forma results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, adjustments to reflect charges associated with acquisition-related costs and charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold as if they were incurred during the first quarter of 2022, and the related income tax effects. Three months ended Six months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Revenues $ 442.0 $ 380.4 $ 870.3 $ 711.8 Income from continuing operations 41.9 12.2 78.8 14.5 Net income 39.6 6.1 80.2 6.8 Income from continuing operations per share of common stock: Basic $ 0.92 $ 0.27 $ 1.73 $ 0.32 Diluted $ 0.90 $ 0.26 $ 1.69 $ 0.31 Net income per share of common stock: Basic $ 0.87 $ 0.13 $ 1.76 $ 0.15 Diluted $ 0.85 $ 0.13 $ 1.72 $ 0.15 The assets and liabilities of DBT have been included within “ Assets of DBT and Heat Transfer ” and “ Liabilities of DBT and Heat Transfer, ” respectively, on the condensed consolidated balance sheets as of July 1, 2023 and December 31, 2022 . The major line items constituting DBT ’ s assets and liabilities as of July 1, 2023 and December 31, 2022 are shown below: July 1, 2023 December 31, 2022 ASSETS Cash and equivalents $ 8.4 $ 9.3 Accounts receivable, net 13.8 7.6 Other current assets 3.9 6.5 Property, plant and equipment: Buildings and leasehold improvements 0.2 0.2 Machinery and equipment 0.6 0.7 0.8 0.9 Accumulated depreciation (0.7) (0.8) Property, plant and equipment, net 0.1 0.1 Other assets 17.5 19.1 Total assets of DBT $ 43.7 $ 42.6 LIABILITIES Accounts payable $ 1.2 $ 1.4 Contract liabilities 3.2 3.6 Accrued expenses 18.8 22.0 Other long-term liabilities 4.2 4.6 Total liabilities of DBT $ 27.4 $ 31.6 July 1, 2023 December 31, 2022 ASSETS Cash and equivalents $ 0.1 $ — Other current assets 0.3 0.2 Other assets 0.1 0.1 Total assets of Heat Transfer $ 0.5 $ 0.3 LIABILITIES Accounts payable $ 0.2 $ 0.1 Accrued expenses 0.1 0.1 Total liabilities of Heat Transfer $ 0.3 $ 0.2 For the three and six months ended July 1, 2023 and July 2, 2022, results of operations from our businesses reported as discontinued operations were as follows: Three months ended Six months ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 DBT Income (loss) from discontinued operations (1) $ (2.4) $ (6.9) $ 0.6 $ (8.5) Income tax benefit 0.2 1.1 0.9 1.5 Income (loss) from discontinued operations, net (2.2) (5.8) 1.5 (7.0) All other Loss from discontinued operations (2) (0.1) (0.4) (0.1) (0.9) Income tax benefit — 0.1 — 0.2 Loss from discontinued operations, net (0.1) (0.3) (0.1) (0.7) Total Income (loss) from discontinued operations (2.5) (7.3) 0.5 (9.4) Income tax benefit 0.2 1.2 0.9 1.7 Income (loss) from discontinued operations, net $ (2.3) $ (6.1) $ 1.4 $ (7.7) ________________________________ (1) Income for the six months ended July 1, 2023 resulted primarily from income recorded in connection with dispute resolutions, partially offset by legal costs incurred in connection with various dispute resolution matters related to two large power projects. Loss for the three months ended July 1, 2023 and the three and six months ended July 2, 2022 resulted primarily from net legal costs incurred in connection with various dispute resolution matters related to two large power projects. Refer to Note 15 for additional details on these dispute resolution matters. (2) Loss for the three and six months ended July 1, 2023 and July 2, 2022 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions. |
REVENUES FROM CONTRACTS (Tables
REVENUES FROM CONTRACTS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | We disaggregate revenue from contracts with customers by major product line and based on the timing of recognition for each of our reportable segments, as we believe such disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by economic factors, with such disaggregation presented below for the three and six months ended July 1, 2023 and July 2, 2022: Three months ended July 1, 2023 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 173.3 $ — $ 173.3 Boilers, electrical heating, and ventilation 95.7 — 95.7 Underground locators, inspection and rehabilitation equipment, and robotic systems — 67.2 67.2 Communication technologies, aids to navigation, and transportation systems — 87.1 87.1 $ 269.0 $ 154.3 $ 423.3 Timing of Revenue Recognition Revenues recognized at a point in time $ 248.0 $ 127.3 $ 375.3 Revenues recognized over time 21.0 27.0 48.0 $ 269.0 $ 154.3 $ 423.3 Six months ended July 1, 2023 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 331.6 $ — $ 331.6 Boilers, electrical heating, and ventilation 189.0 — 189.0 Underground locators, inspection and rehabilitation equipment, and robotic systems — 133.1 133.1 Communication technologies, aids to navigation, and transportation systems — 169.4 169.4 $ 520.6 $ 302.5 $ 823.1 Timing of Revenue Recognition Revenues recognized at a point in time $ 476.3 $ 255.5 $ 731.8 Revenues recognized over time 44.3 47.0 91.3 $ 520.6 $ 302.5 $ 823.1 Three months ended July 2, 2022 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 130.5 $ — $ 130.5 Boilers, electrical heating, and ventilation 88.2 — 88.2 Underground locators, inspection and rehabilitation equipment, and robotic systems — 65.4 65.4 Communication technologies, aids to navigation, and transportation systems — 69.9 69.9 $ 218.7 $ 135.3 $ 354.0 Timing of Revenue Recognition Revenues recognized at a point in time $ 202.8 $ 110.9 $ 313.7 Revenues recognized over time 15.9 24.4 40.3 $ 218.7 $ 135.3 $ 354.0 Six months ended July 2, 2022 Reportable Segments HVAC Detection and Measurement Total Major product lines Package and process cooling equipment and services, and engineered air movement solutions $ 247.3 $ — $ 247.3 Boilers, electrical heating, and ventilation 164.5 — 164.5 Underground locators, inspection and rehabilitation equipment, and robotic systems — 132.6 132.6 Communication technologies, aids to navigation, and transportation systems — 116.7 116.7 $ 411.8 $ 249.3 $ 661.1 Timing of Revenue Recognition Revenues recognized at a point in time $ 375.9 $ 214.1 $ 590.0 Revenues recognized over time 35.9 35.2 71.1 $ 411.8 $ 249.3 $ 661.1 |
Contract with Customer, Asset and Liability | Our contract balances consisted of the following as of July 1, 2023 and December 31, 2022: Contract Balances July 1, 2023 December 31, 2022 Change Contract Accounts Receivable (1) $ 279.1 $ 259.9 $ 19.2 Contract Assets 36.5 23.9 12.6 Contract Liabilities - current (71.0) (52.8) (18.2) Contract Liabilities - non-current (2) (4.1) (4.7) 0.6 Net contract balance $ 240.5 $ 226.3 $ 14.2 ___________________________ (1) Included in “Accounts receivable, net” within the accompanying condensed consolidated balance sheets. (2) Included in “Other long-term liabilities” within the accompanying condensed consolidated balance sheets. |
INFORMATION ON REPORTABLE SEG_2
INFORMATION ON REPORTABLE SEGMENTS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Financial Data for Reportable Segments and Other Operating Segments | The impact of this change on the Segment Income previously presented for the three and six months ended July 2, 2022 is summarized below: Three months ended July 2, 2022 Six months ended July 2, 2022 As Previously Presented Effect of Change Current Presentation As Previously Presented Effect of Change Current Presentation Income: HVAC reportable segment $ 25.6 $ 2.7 $ 28.3 $ 40.8 $ 8.1 $ 48.9 Detection and Measurement reportable segment 22.5 5.3 27.8 37.5 9.3 46.8 Total income for segments 48.1 8.0 56.1 78.3 17.4 95.7 Corporate expense 16.4 — 16.4 33.0 — 33.0 Acquisition related costs (1) — 0.9 0.9 — 1.0 1.0 Long-term incentive compensation expense 2.5 — 2.5 5.6 — 5.6 Amortization of intangible assets — 7.1 7.1 — 16.4 16.4 Special charges, net 0.1 — 0.1 0.1 — 0.1 Other operating expense, net 1.9 — 1.9 1.0 — 1.0 Consolidated operating income $ 27.2 $ — $ 27.2 $ 38.6 $ — $ 38.6 ________________________________ (1) Represents additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. Financial data for our reportable segments for the three and six months ended July 1, 2023 and July 2, 2022 are presented below: Three months ended Six months ended July 1, July 2, July 1, July 2, Revenues: HVAC reportable segment $ 269.0 $ 218.7 $ 520.6 $ 411.8 Detection and Measurement reportable segment 154.3 135.3 302.5 249.3 Consolidated revenues $ 423.3 $ 354.0 $ 823.1 $ 661.1 Income: HVAC reportable segment $ 55.2 $ 28.3 $ 102.9 $ 48.9 Detection and Measurement reportable segment 29.2 27.8 55.9 46.8 Total income for segments 84.4 56.1 158.8 95.7 Corporate expense 16.6 16.4 31.2 33.0 Acquisition-related and other costs (1) 1.5 0.9 2.1 1.0 Long-term incentive compensation expense 3.5 2.5 6.6 5.6 Amortization of intangible assets 11.5 7.1 17.8 16.4 Special charges, net — 0.1 — 0.1 Other operating expense — 1.9 — 1.0 Consolidated operating income $ 51.3 $ 27.2 $ 101.1 $ 38.6 ________________________________ (1) Represents certain acquisition-related costs incurred of $1.5 and $2.1 during the three and six months ended July 1, 2023, respectively, and $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively, including additional “Cost of products sold” related to the step-up of inventory (to fair value) acquired in connection with the ASPEQ acquisition of $1.1 during the three and six months ended July 1, 2023 and the ITL acquisition of $0.9 and $1.0 during the three and six months ended July 2, 2022, respectively. |
SPECIAL CHARGES, NET (Tables)
SPECIAL CHARGES, NET (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Special Charges | Special charges, net, for the three and six months ended July 2, 2022 are described in more detail below: Three months ended Six months ended July 2, July 2, HVAC reportable segment $ 0.1 $ 0.1 Detection and Measurement reportable segment — — Total $ 0.1 $ 0.1 |
Analysis of Restructuring Liabilities | The following is an analysis of our restructuring liabilities for the six months ended July 1, 2023 and July 2, 2022: Six months ended July 1, July 2, Balance at beginning of year $ — $ 0.3 Special charges — 0.1 Utilization — cash — (0.3) Currency translation adjustment and other — 0.1 Balance at end of period $ — $ 0.2 |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are accounted for under the first-in, first-out method and are comprised of the following at July 1, 2023 and December 31, 2022: July 1, December 31, Finished goods $ 79.3 $ 73.0 Work in process 31.8 25.7 Raw materials and purchased parts 188.5 145.3 Total inventories $ 299.6 $ 244.0 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in the carrying amount of goodwill for the six months ended July 1, 2023 were as follows: December 31, Goodwill Resulting from Business Combinations (1) Foreign July 1, HVAC reportable segment Gross goodwill $ 529.5 $ 219.9 $ 3.6 $ 753.0 Accumulated impairments (328.2) — (2.2) (330.4) Goodwill 201.3 219.9 1.4 422.6 Detection and Measurement reportable segment Gross goodwill 425.2 0.8 3.8 429.8 Accumulated impairments (171.2) — (1.3) (172.5) Goodwill 254.0 0.8 2.5 257.3 Total Gross goodwill 954.7 220.7 7.4 1,182.8 Accumulated impairments (499.4) — (3.5) (502.9) Goodwill $ 455.3 $ 220.7 $ 3.9 $ 679.9 __________________________ (1) Reflects (i) goodwill acquired with the TAMCO and ASPEQ acquisitions o f $50.6 and $169.3, respectively and (i i) an incre ase in ITL ’ s goodwill of $0.8 resulting from revisions to the valuation of certain assets and liabilities. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the TAMCO and ASPEQ acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting. |
Schedule of Identifiable Intangible Assets | Identifiable intangible assets at July 1, 2023 and December 31, 2022 comprised the following: July 1, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Intangible assets with determinable lives: (1) Customer relationships $ 402.5 $ (52.1) $ 350.4 $ 198.9 $ (41.7) $ 157.2 Technology 139.1 (22.3) 116.8 81.5 (18.4) 63.1 Patents 4.5 (4.5) — 4.5 (4.5) — Other 45.4 (27.7) 17.7 36.7 (24.1) 12.6 591.5 (106.6) 484.9 321.6 (88.7) 232.9 Trademarks with indefinite lives (2) 220.7 — 220.7 168.7 — 168.7 Total $ 812.2 $ (106.6) $ 705.6 $ 490.3 $ (88.7) $ 401.6 __________________________ (1) The identifiable intangible assets associated with the TAMCO acquisition consists of customer relationships of $ 59.7 , technology of $9.3, definite-lived trademarks of $ 3.2 , and backlog of $1.0 . The identifiable intangible assets associated with the ASPEQ acquisition consists of customer relationships of $142.3 , technology of $47.8 , and backlog of $4.5 . (2) Includes $51.5 of indefinite-lived trademarks associated with the ASPEQ acquisition. |
WARRANTY (Tables)
WARRANTY (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Warranty Accrual | The following is an analysis of our product warranty accrual for the periods presented: 10 Six months ended July 1, July 2, Balance at beginning of year $ 34.7 $ 34.8 Acquisitions 0.8 0.3 Provisions 7.9 5.5 Usage (7.5) (5.5) Currency translation adjustment — (0.2) Balance at end of period 35.9 34.9 Less: Current portion of warranty 13.2 11.9 Non-current portion of warranty $ 22.7 $ 23.0 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit (Income) Expense | Net periodic benefit (income) expense for our pension and postretirement plans includes the following components: Domestic Pension Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 3.3 $ 2.3 $ 6.6 $ 4.6 Expected return on plan assets (2.2) (2.1) (4.4) (4.2) Settlement and actuarial losses (1) — 3.8 — 3.8 Net periodic pension benefit expense $ 1.1 $ 4.0 $ 2.2 $ 4.2 __________________________ (1) C onsists of an actuarial loss of $1.5 and a settlement loss of $2.3 for the three and six months ended July 2, 2022. Foreign Pension Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 1.4 $ 1.0 $ 2.8 $ 2.0 Expected return on plan assets (1.6) (1.5) (3.2) (3.0) Net periodic pension benefit income $ (0.2) $ (0.5) $ (0.4) $ (1.0) Postretirement Plans Three months ended Six months ended July 1, July 2, July 1, July 2, Interest cost $ 0.3 $ 0.3 $ 0.6 $ 0.6 Amortization of unrecognized prior service credits (1.0) (1.1) (2.0) (2.2) Recognized net actuarial losses (1) — — — 0.3 Net periodic postretirement benefit income $ (0.7) $ (0.8) $ (1.4) $ (1.3) __________________________ (1) The six months ended July 2, 2022 includes the impact of the transfer of the retiree life insurance benefits obligation. |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Activity, Current and Noncurrent | The following summarizes our debt activity (both current and non-current) for the six months ended July 1, 2023: December 31, Borrowings Repayments Other (6) July 1, Revolving loans (1) $ — $ 520.0 $ (420.0) $ — $ 100.0 Term loans (2)(3) 244.3 300.0 — (1.2) 543.1 Trade receivables financing arrangement (4) — 61.0 (31.0) — 30.0 Other indebtedness (5) 2.5 0.2 (0.3) 0.1 2.5 Total debt 246.8 $ 881.2 $ (451.3) $ (1.1) 675.6 Less: short-term debt 1.8 132.0 Less: current maturities of long-term debt 2.0 10.5 Total long-term debt $ 243.0 $ 533.1 ___________________________ (1) While not due for repayment until August 2027 under the terms of our senior credit agreement, we classify within current liabilities the portion of the outstanding balance that we believe will be repaid over the next year, with such amount based on an estimate of cash that is expected to be generated over such period. The revolving loan facility was utilized as the initial funding mechanism for the TAMCO and ASPEQ acquisitions and was partially repaid with the funds borrowed on the Incremental Term Loan (see additional discussion below). (2) As noted below, we amended our senior credit agreement on April 21, 2023, with the amendment making available an incremental term loan facility (“Incremental Term Loan”) in the amount of $300.0. The proceeds from the Incremental Term Loan were primarily used to fund the acquisition of ASPEQ. (3) The term loans are repayable in quarterly installments equal to 0.625% of the balance of $545.0, beginning in December 2023 and in each of the first three quarters of 2024, and 1.25% during the fourth quarter of 2024, all quarters of 2025 and 2026, and the first two quarters of 2027. The remaining balances are payable in full on August 12, 2027. Balances are net of unamortized debt issuance costs of $1.9 and $0.7 at July 1, 2023 and December 31, 2022, respectively. (4) Under this arrangement, we can borrow, on a continuous basis, up to $50.0, as available. Borrowings under this arrangement are collateralized by eligible trade receivables of certain of our businesses. At July 1, 2023, we had $12.3 of available borrowing capacity under this facility after giving effect to outstanding borrowings of $30.0. (5) Primarily includes balances under a purchase card program of $2.0 and $1.8 and finance lease obligations of $0.5 and $0.7 at July 1, 2023 and December 31, 2022, respectively. The purchase card program allows for payment beyond the normal payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. (6) “Other” includes the capitalization and amortization of debt issuance costs. During the three months ended July 1, 2023, we capitalized $1.3 of debt issuance costs associated with the Incremental Term Loan. |
Schedule of Line of Credit Facilities | The commitment fee rate and interest rate margins for the Incremental Term Loan are as follows: Consolidated Leverage Ratio Commitment Fee Term SOFR Loans ABR Loans Less than 2.00 to 1.0 0.225 % 1.500 % 0.500 % Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 0.250 % 1.625 % 0.625 % Greater than or equal to 3.00 to 1.0 0.275 % 1.875 % 0.875 % |
STOCKHOLDERS' EQUITY AND LONG_2
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Equity [Abstract] | |
Weighted-Average Shares Outstanding Used in Computation of Basic and Diluted Income per Share | The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income per share: Three months ended Six months ended July 1, July 2, July 1, July 2, Weighted-average number of common shares used in basic income per share 45.533 45.444 45.457 45.500 Dilutive securities — Employee stock options and restricted stock units 1.094 0.845 1.043 0.870 Weighted-average number of common shares and dilutive securities used in diluted income per share 46.627 46.289 46.500 46.370 |
Schedule of Changes in Components of Accumulated Other Comprehensive Income, Net of Tax, | The changes in the components of AOCI, net of tax, for the three months ended July 1, 2023 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 243.5 $ 9.1 $ 6.7 $ 259.3 Other comprehensive income before reclassifications 3.9 1.8 — 5.7 Amounts reclassified from accumulated other comprehensive income — (1.7) (0.8) (2.5) Current-period other comprehensive income (loss) 3.9 0.1 (0.8) 3.2 Balance at end of period $ 247.4 $ 9.2 $ 5.9 $ 262.5 __________________________ (1) Net of tax provision o f $3.1 as of July 1, 2023 and April 1, 2023. (2) Net of tax provision of $2.2 and $2.4 as of July 1, 2023 and April 1, 2023, respectively. The balances as of July 1, 2023 and April 1, 2023 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the six months ended July 1, 2023 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 239.1 $ 11.0 $ 7.4 $ 257.5 Other comprehensive income before reclassifications 8.3 1.5 — 9.8 Amounts reclassified from accumulated other comprehensive income — (3.3) (1.5) (4.8) Current-period other comprehensive income (loss) 8.3 (1.8) (1.5) 5.0 Balance at end of period $ 247.4 $ 9.2 $ 5.9 $ 262.5 __________________________ (1) Net of tax provision of $3.1 a nd $3.7 as of July 1, 2023 and December 31, 2022, respectively. (2) Net of tax provision of $2.2 and $2.7 as of July 1, 2023 and December 31, 2022, respectively. The balances as of July 1, 2023 and December 31, 2022 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the three months ended July 2, 2022 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 250.1 $ 7.0 $ 9.8 $ 266.9 Other comprehensive income (loss) before reclassifications (13.8) 1.5 0.1 (12.2) Amounts reclassified from accumulated other comprehensive income — 0.1 (0.8) (0.7) Current-period other comprehensive income (loss) (13.8) 1.6 (0.7) (12.9) Balance at end of period $ 236.3 $ 8.6 $ 9.1 $ 254.0 __________________________ (1) Net of tax provision of $2.9 and $2.3 as of July 2, 2022 and April 2, 2022, respectively. (2) Net of tax provision of $3.2 and $3.5 as of July 2, 2022 and April 2, 2022, respectively. The balances as of July 2, 2022 and April 2, 2022 include unamortized prior service credits. The changes in the components of AOCI, net of tax, for the six months ended July 2, 2022 were as follows: Foreign Net Unrealized Gains on Qualifying Cash Flow Hedges (1) Pension and Postretirement Liability Adjustment (2) Total Balance at beginning of period $ 252.7 $ 0.5 $ 10.7 $ 263.9 Other comprehensive income (loss) before reclassifications (16.4) 7.6 0.1 (8.7) Amounts reclassified from accumulated other comprehensive income — 0.5 (1.7) (1.2) Current-period other comprehensive income (loss) (16.4) 8.1 (1.6) (9.9) Balance at end of period $ 236.3 $ 8.6 $ 9.1 $ 254.0 __________________________ (1) Net of tax provision of $2.9 and $0.1 as of July 2, 2022 and December 31, 2021, respectively. |
Schedule of Amounts Reclassified from Each Component of Other Comprehensive Income (Loss) | The following summarizes amounts reclassified from each component of AOCI for the three months ended July 1, 2023 and July 2, 2022: Amount Reclassified from AOCI Three months ended July 1, 2023 July 2, 2022 Affected Line Item in the Condensed (Gains) losses on qualifying cash flow hedges: Swaps $ (2.3) $ 0.2 Interest expense Pre-tax (2.3) 0.2 Income taxes 0.6 (0.1) $ (1.7) $ 0.1 Gains on pension and postretirement items: Amortization of unrecognized prior service credits - Pre-tax $ (1.0) $ (1.1) Other income (expense), net Income taxes 0.2 0.3 $ (0.8) $ (0.8) The following summarizes amounts reclassified from each component of AOCI for the six months ended July 1, 2023 and July 2, 2022: Amount Reclassified from AOCI Six months ended July 1, 2023 July 2, 2022 Affected Line Item in the Condensed (Gains) losses on qualifying cash flow hedges: Swaps $ (4.4) $ 0.7 Interest expense Pre-tax (4.4) 0.7 Income taxes 1.1 (0.2) $ (3.3) $ 0.5 Gains on pension and postretirement items: Amortization of unrecognized prior service credits - Pre-tax $ (2.0) $ (2.2) Other income (expense), net Income taxes 0.5 0.5 $ (1.5) $ (1.7) |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||||||
Jun. 02, 2023 USD ($) | Apr. 03, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 15, 2021 USD ($) | Oct. 01, 2022 USD ($) | Jul. 02, 2022 USD ($) | Nov. 01, 2022 subsidiary | Aug. 15, 2022 $ / shares | |
Business Acquisition [Line Items] | ||||||||
Number of wholly-owned subsidiaries divested | subsidiary | 3 | |||||||
Legacy SPX | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock (in dollars per share) | $ / shares | $ 0.01 | |||||||
Cincinnati Fan | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 145.2 | |||||||
Cash acquired | $ 2.5 | |||||||
Adjustment to purchase price | $ 0.4 | |||||||
International Tower Lighting, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 40.4 | |||||||
Cash acquired | $ 1.1 | |||||||
Adjustment to purchase price | $ 1.4 | |||||||
TAMCO | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 125.3 | |||||||
Cash acquired | $ 1 | |||||||
ASPEQ Parent Holdings, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 421.8 | |||||||
Cash acquired | $ 0.9 |
BASIS OF PRESENTATION - Reporta
BASIS OF PRESENTATION - Reportable and Other Operating Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Assets acquired: | ||||
Consolidated operating income | $ 51,300,000 | $ 27,200,000 | $ 101,100,000 | $ 38,600,000 |
Acquisition-related costs | 1,500,000 | 900,000 | 2,100,000 | 1,000,000 |
Amortization of intangible assets | 11,500,000 | 7,100,000 | 17,800,000 | 16,400,000 |
Special charges, net | 0 | 100,000 | 0 | 100,000 |
As Previously Presented | ||||
Assets acquired: | ||||
Consolidated operating income | 27,200,000 | 38,600,000 | ||
Effect of Change | ||||
Assets acquired: | ||||
Consolidated operating income | 0 | 0 | ||
Operating Segments | ||||
Assets acquired: | ||||
Consolidated operating income | 84,400,000 | 56,100,000 | 158,800,000 | 95,700,000 |
Operating Segments | HVAC reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 55,200,000 | 28,300,000 | 102,900,000 | 48,900,000 |
Special charges, net | 100,000 | 100,000 | ||
Operating Segments | Detection and Measurement reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 29,200,000 | 27,800,000 | 55,900,000 | 46,800,000 |
Special charges, net | 0 | 0 | ||
Operating Segments | As Previously Presented | ||||
Assets acquired: | ||||
Consolidated operating income | 48,100,000 | 78,300,000 | ||
Operating Segments | As Previously Presented | HVAC reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 25,600,000 | 40,800,000 | ||
Operating Segments | As Previously Presented | Detection and Measurement reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 22,500,000 | 37,500,000 | ||
Operating Segments | Effect of Change | ||||
Assets acquired: | ||||
Consolidated operating income | 8,000,000 | 17,400,000 | ||
Operating Segments | Effect of Change | HVAC reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 2,700,000 | 8,100,000 | ||
Operating Segments | Effect of Change | Detection and Measurement reportable segment | ||||
Assets acquired: | ||||
Consolidated operating income | 5,300,000 | 9,300,000 | ||
Corporate expense | ||||
Assets acquired: | ||||
Corporate expense | 16,600,000 | 16,400,000 | 31,200,000 | 33,000,000 |
Corporate expense | As Previously Presented | ||||
Assets acquired: | ||||
Corporate expense | 16,400,000 | 33,000,000 | ||
Corporate expense | Effect of Change | ||||
Assets acquired: | ||||
Corporate expense | 0 | 0 | ||
Segment Reconciling Items | ||||
Assets acquired: | ||||
Acquisition-related costs | 1,500,000 | 900,000 | 2,100,000 | 1,000,000 |
Long-term incentive compensation expense | 3,500,000 | 2,500,000 | 6,600,000 | 5,600,000 |
Amortization of intangible assets | 11,500,000 | 7,100,000 | 17,800,000 | 16,400,000 |
Special charges, net | $ 0 | 100,000 | $ 0 | 100,000 |
Other operating expense, net | 1,900,000 | 1,000,000 | ||
Segment Reconciling Items | As Previously Presented | ||||
Assets acquired: | ||||
Acquisition-related costs | 0 | 0 | ||
Long-term incentive compensation expense | 2,500,000 | 5,600,000 | ||
Amortization of intangible assets | 0 | 0 | ||
Special charges, net | 100,000 | 100,000 | ||
Other operating expense, net | 1,900,000 | 1,000,000 | ||
Segment Reconciling Items | Effect of Change | ||||
Assets acquired: | ||||
Acquisition-related costs | 900,000 | 1,000,000 | ||
Long-term incentive compensation expense | 0 | 0 | ||
Amortization of intangible assets | 7,100,000 | 16,400,000 | ||
Special charges, net | 0 | 0 | ||
Other operating expense, net | $ 0 | $ 0 |
ACQUISITIONS AND DISCONTINUED_2
ACQUISITIONS AND DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 02, 2023 | Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Assets acquired: | |||||||
Net loss | $ 36 | $ 13 | $ 78.8 | $ 24.4 | |||
Acquisition-related costs | 1.5 | $ 0.9 | 2.1 | $ 1 | |||
Discontinued Operations | Transformer Solutions | |||||||
Assets acquired: | |||||||
Payment to purchaser | $ 13.9 | ||||||
Gain on disposal | $ 0.2 | ||||||
ASPEQ Parent Holdings, Inc. | |||||||
Assets acquired: | |||||||
Payment for acquisition | $ 421.8 | ||||||
Cash acquired | 0.9 | ||||||
Intangible assets | 246.1 | ||||||
Gross amount of receivables acquired | 17.2 | ||||||
Acquired receivable, fair Value | 17.1 | ||||||
Revenues | $ 8.6 | ||||||
Net loss | 0.5 | ||||||
Inventory Write-down | $ 1.1 | ||||||
Acquisition-related costs | $ 4.6 | $ 5.1 | |||||
ASPEQ Parent Holdings, Inc. | Customer relationships | |||||||
Assets acquired: | |||||||
Intangible assets | $ 142.3 | ||||||
Amortization period | 12 years | ||||||
ASPEQ Parent Holdings, Inc. | Trademarks with indefinite lives (2) | |||||||
Assets acquired: | |||||||
Intangible assets | $ 51.5 | ||||||
ASPEQ Parent Holdings, Inc. | Technology | |||||||
Assets acquired: | |||||||
Intangible assets | $ 47.8 | ||||||
Amortization period | 16 years | ||||||
ASPEQ Parent Holdings, Inc. | Customer Backlog | |||||||
Assets acquired: | |||||||
Intangible assets | $ 4.5 | ||||||
Amortization period | 1 year |
ACQUISITIONS AND DISCONTINUED_3
ACQUISITIONS AND DISCONTINUED OPERATIONS - Acquisition of ASPEQ (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Jun. 02, 2023 | Dec. 31, 2022 |
Assets acquired: | |||
Goodwill | $ 679.9 | $ 455.3 | |
ASPEQ Parent Holdings, Inc. | |||
Assets acquired: | |||
Current assets, including cash and equivalents of $0.9 | $ 41.7 | ||
Property, plant and equipment | 10.6 | ||
Goodwill | 169.3 | ||
Intangible assets | 246.1 | ||
Other assets | 1.3 | ||
Total assets acquired | 469 | ||
Current liabilities assumed | 11.3 | ||
Non-current liabilities assumed | 35 | ||
Net assets acquired | 422.7 | ||
Deferred income tax liabilities | 34 | ||
Other liabilities | 1 | ||
ASPEQ Parent Holdings, Inc. | Trademarks with indefinite lives (2) | |||
Assets acquired: | |||
Intangible assets | 51.5 | ||
ASPEQ Parent Holdings, Inc. | Customer Backlog | |||
Assets acquired: | |||
Intangible assets | 4.5 | ||
ASPEQ Parent Holdings, Inc. | Customer relationships | |||
Assets acquired: | |||
Intangible assets | 142.3 | ||
ASPEQ Parent Holdings, Inc. | Technology | |||
Assets acquired: | |||
Intangible assets | $ 47.8 |
ACQUISITIONS AND DISCONTINUED_4
ACQUISITIONS AND DISCONTINUED OPERATIONS - Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Acquisitions and Discontinued Operations [Abstract] | ||||
Revenues | $ 442 | $ 380.4 | $ 870.3 | $ 711.8 |
Income from continuing operations | 41.9 | 12.2 | 78.8 | 14.5 |
Net income | $ 39.6 | $ 6.1 | $ 80.2 | $ 6.8 |
Income (loss) from continuing operations per share of common stock basic (in dollars per share) | $ 0.92 | $ 0.27 | $ 1.73 | $ 0.32 |
Income (loss) from continuing operations per share of common stock diluted (in dollars per share) | 0.90 | 0.26 | 1.69 | 0.31 |
Net income (loss) per share of common stock basic (in dollars per share) | 0.87 | 0.13 | 1.76 | 0.15 |
Net income (loss) per share of common stock diluted (in dollars per share) | $ 0.85 | $ 0.13 | $ 1.72 | $ 0.15 |
ACQUISITIONS AND DISCONTINUED_5
ACQUISITIONS AND DISCONTINUED OPERATIONS - Wind-Down of DBT - Assets and Liabilities of Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - DBT Technologies - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and equivalents | $ 8.4 | $ 9.3 |
Accounts receivable, net | 13.8 | 7.6 |
Other current assets | 3.9 | 6.5 |
Property, plant and equipment: | ||
Property, plant and equipment, gross | 0.8 | 0.9 |
Accumulated depreciation | (0.7) | (0.8) |
Property, plant and equipment, net | 0.1 | 0.1 |
Other assets | 17.5 | 19.1 |
Total assets of DBT | 43.7 | 42.6 |
LIABILITIES | ||
Accounts payable | 1.2 | 1.4 |
Contract liabilities | 3.2 | 3.6 |
Accrued expenses | 18.8 | 22 |
Other long-term liabilities | 4.2 | 4.6 |
Total liabilities | 27.4 | 31.6 |
Buildings and leasehold improvements | ||
Property, plant and equipment: | ||
Property, plant and equipment, gross | 0.2 | 0.2 |
Machinery and equipment | ||
Property, plant and equipment: | ||
Property, plant and equipment, gross | $ 0.6 | $ 0.7 |
ACQUISITIONS AND DISCONTINUED_6
ACQUISITIONS AND DISCONTINUED OPERATIONS - Wind-Down of Heat Transfer Business - Assets and Liabilities of Discontinued Operations (Details) - Discontinued Operations, Disposed of by Sale - SPX Heat Transfer Business - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and equivalents | $ 0.1 | $ 0 |
Other current assets | 0.3 | 0.2 |
Other assets | 0.1 | 0.1 |
Total assets of DBT | 0.5 | 0.3 |
LIABILITIES | ||
Accounts payable | 0.2 | 0.1 |
Accrued expenses | 0.1 | 0.1 |
Total liabilities | $ 0.3 | $ 0.2 |
ACQUISITIONS AND DISCONTINUED_7
ACQUISITIONS AND DISCONTINUED OPERATIONS - Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Assets acquired: | ||||
Income (loss) from discontinued operations, net of tax | $ (2.3) | $ (6.1) | $ 1.4 | $ (7.7) |
Discontinued Operations | ||||
Assets acquired: | ||||
Income (loss) from discontinued operations | (2.5) | (7.3) | 0.5 | (9.4) |
Income tax benefit | 0.2 | 1.2 | 0.9 | 1.7 |
Income (loss) from discontinued operations, net of tax | (2.3) | (6.1) | 1.4 | (7.7) |
Discontinued Operations | DBT | ||||
Assets acquired: | ||||
Income (loss) from discontinued operations | (2.4) | (6.9) | 0.6 | (8.5) |
Income tax benefit | 0.2 | 1.1 | 0.9 | 1.5 |
Income (loss) from discontinued operations, net of tax | (2.2) | (5.8) | 1.5 | (7) |
Discontinued Operations | All other | ||||
Assets acquired: | ||||
Income (loss) from discontinued operations | (0.1) | (0.4) | (0.1) | (0.9) |
Income tax benefit | 0 | 0.1 | 0 | 0.2 |
Income (loss) from discontinued operations, net of tax | $ (0.1) | $ (0.3) | $ (0.1) | $ (0.7) |
REVENUES FROM CONTRACTS - Disag
REVENUES FROM CONTRACTS - Disaggregated Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 423.3 | $ 354 | $ 823.1 | $ 661.1 |
Revenues recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 375.3 | 313.7 | 731.8 | 590 |
Revenues recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 48 | 40.3 | 91.3 | 71.1 |
Package and process cooling equipment and services, and engineered air movement solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 173.3 | 130.5 | 331.6 | 247.3 |
Boilers, electrical heating, and ventilation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 95.7 | 88.2 | 189 | 164.5 |
Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 67.2 | 65.4 | 133.1 | 132.6 |
Communication technologies, aids to navigation, and transportation systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 87.1 | 69.9 | 169.4 | 116.7 |
HVAC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 269 | 218.7 | 520.6 | 411.8 |
HVAC | Revenues recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 248 | 202.8 | 476.3 | 375.9 |
HVAC | Revenues recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21 | 15.9 | 44.3 | 35.9 |
HVAC | Package and process cooling equipment and services, and engineered air movement solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 173.3 | 130.5 | 331.6 | 247.3 |
HVAC | Boilers, electrical heating, and ventilation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 95.7 | 88.2 | 189 | 164.5 |
HVAC | Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
HVAC | Communication technologies, aids to navigation, and transportation systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Detection and Measurement | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 154.3 | 135.3 | 302.5 | 249.3 |
Detection and Measurement | Revenues recognized at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127.3 | 110.9 | 255.5 | 214.1 |
Detection and Measurement | Revenues recognized over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27 | 24.4 | 47 | 35.2 |
Detection and Measurement | Package and process cooling equipment and services, and engineered air movement solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Detection and Measurement | Boilers, electrical heating, and ventilation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Detection and Measurement | Underground locators, inspection and rehabilitation equipment, and robotic systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 67.2 | 65.4 | 133.1 | 132.6 |
Detection and Measurement | Communication technologies, aids to navigation, and transportation systems | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 87.1 | $ 69.9 | $ 169.4 | $ 116.7 |
REVENUES FROM CONTRACTS - Contr
REVENUES FROM CONTRACTS - Contract Balances (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 01, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract Accounts Receivable | $ 279.1 | $ 259.9 |
Increase (decrease) in Contract Accounts Receivable | 19.2 | |
Contract Assets | 36.5 | 23.9 |
Increase (decrease) in Contract Assets | 12.6 | |
Contract Liabilities - current | (71) | (52.8) |
Increase (decrease) in Contract Liabilities - current | (18.2) | |
Contract liabilities - non-current | (4.1) | (4.7) |
Increase (decrease) in Contract Liabilities - non-current | 0.6 | |
Net contract balance | 240.5 | $ 226.3 |
Increase (decrease) in Net contract balance | $ 14.2 |
REVENUES FROM CONTRACTS - Narra
REVENUES FROM CONTRACTS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jul. 01, 2023 | Jul. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Increase in contract with customers, net | $ 14.2 | |
Contract with customer, revenue recognized | $ 4.8 | $ 30.6 |
REVENUES FROM CONTRACTS - Perfo
REVENUES FROM CONTRACTS - Performance Obligation Narrative (Details) $ in Millions | Jul. 01, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 211.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-02 | Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 82% |
Remaining performance obligation, timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-02 | Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | 89% |
Remaining performance obligation, timing of satisfaction | 24 months |
INFORMATION ON REPORTABLE SEG_3
INFORMATION ON REPORTABLE SEGMENTS - Narrative (Details) | 6 Months Ended |
Jul. 01, 2023 country segment | |
Segment Reporting [Abstract] | |
Number of countries in which entity operates | 15 |
Number of countries in which entity sells its products and services | 100 |
Number of reportable segments | segment | 2 |
INFORMATION ON REPORTABLE SEG_4
INFORMATION ON REPORTABLE SEGMENTS - Financial Data (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Revenues: | ||||
Revenues | $ 423,300,000 | $ 354,000,000 | $ 823,100,000 | $ 661,100,000 |
Income: | ||||
Consolidated operating income | 51,300,000 | 27,200,000 | 101,100,000 | 38,600,000 |
Acquisition-related and other costs | 1,500,000 | 900,000 | 2,100,000 | 1,000,000 |
Amortization of intangible assets | 11,500,000 | 7,100,000 | 17,800,000 | 16,400,000 |
Special charges, net | 0 | 100,000 | 0 | 100,000 |
Other operating expense | 0 | 1,900,000 | 0 | 1,000,000 |
ASPEQ Parent Holdings, Inc. | ||||
Income: | ||||
Acquisition-related and other costs | 4,600,000 | 5,100,000 | ||
ASPEQ Parent Holdings, Inc. | Cost of Sales | Step-Up of Inventory | ||||
Income: | ||||
Acquisition-related and other costs | 1,100,000 | 1,100,000 | ||
International Tower Lighting, LLC | Cost of Sales | Step-Up of Inventory | ||||
Income: | ||||
Acquisition-related and other costs | 900,000 | 1,000,000 | ||
HVAC reportable segment | ||||
Revenues: | ||||
Revenues | 269,000,000 | 218,700,000 | 520,600,000 | 411,800,000 |
Detection and Measurement reportable segment | ||||
Revenues: | ||||
Revenues | 154,300,000 | 135,300,000 | 302,500,000 | 249,300,000 |
Operating Segments | ||||
Revenues: | ||||
Revenues | 423,300,000 | 354,000,000 | 823,100,000 | 661,100,000 |
Income: | ||||
Consolidated operating income | 84,400,000 | 56,100,000 | 158,800,000 | 95,700,000 |
Operating Segments | HVAC reportable segment | ||||
Revenues: | ||||
Revenues | 269,000,000 | 218,700,000 | 520,600,000 | 411,800,000 |
Income: | ||||
Consolidated operating income | 55,200,000 | 28,300,000 | 102,900,000 | 48,900,000 |
Special charges, net | 100,000 | 100,000 | ||
Operating Segments | Detection and Measurement reportable segment | ||||
Revenues: | ||||
Revenues | 154,300,000 | 135,300,000 | 302,500,000 | 249,300,000 |
Income: | ||||
Consolidated operating income | 29,200,000 | 27,800,000 | 55,900,000 | 46,800,000 |
Special charges, net | 0 | 0 | ||
Corporate expense | ||||
Income: | ||||
Corporate expense | 16,600,000 | 16,400,000 | 31,200,000 | 33,000,000 |
Segment Reconciling Items | ||||
Income: | ||||
Acquisition-related and other costs | 1,500,000 | 900,000 | 2,100,000 | 1,000,000 |
Long-term incentive compensation expense | 3,500,000 | 2,500,000 | 6,600,000 | 5,600,000 |
Amortization of intangible assets | 11,500,000 | 7,100,000 | 17,800,000 | 16,400,000 |
Special charges, net | 0 | 100,000 | 0 | 100,000 |
Other operating expense | $ 0 | $ 1,900,000 | $ 0 | $ 1,000,000 |
SPECIAL CHARGES, NET - Special
SPECIAL CHARGES, NET - Special Charges (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Special Charges, Net | ||||
Special charges, net | $ 0 | $ 100,000 | $ 0 | $ 100,000 |
Operating Segments | HVAC reportable segment | ||||
Special Charges, Net | ||||
Special charges, net | 100,000 | 100,000 | ||
Operating Segments | Detection and Measurement reportable segment | ||||
Special Charges, Net | ||||
Special charges, net | $ 0 | $ 0 |
SPECIAL CHARGES, NET - Analysis
SPECIAL CHARGES, NET - Analysis of Restructuring Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Restructuring liabilities | ||
Balance at beginning of year | $ 0 | $ 0.3 |
Special charges | 0 | 0.1 |
Utilization — cash | 0 | (0.3) |
Currency translation adjustment and other | 0 | 0.1 |
Balance at end of period | $ 0 | $ 0.2 |
INVENTORIES, NET (Details)
INVENTORIES, NET (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 79.3 | $ 73 |
Work in process | 31.8 | 25.7 |
Raw materials and purchased parts | 188.5 | 145.3 |
Total inventories | $ 299.6 | $ 244 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) $ in Millions | 6 Months Ended |
Jul. 01, 2023 USD ($) | |
Changes in the carrying amount of goodwill | |
Gross goodwill, beginning of the period | $ 954.7 |
Accumulated impairment, balance at the beginning of the period | (499.4) |
Goodwill, balance at the beginning of the period | 455.3 |
Goodwill Resulting from Business Combinations | 220.7 |
Gross goodwill related to foreign currency translation | 7.4 |
Accumulated impairments related to foreign currency translation | (3.5) |
Goodwill related to foreign currency translation | 3.9 |
Gross goodwill, end of the period | 1,182.8 |
Accumulated impairment, balance at the end of the period | (502.9) |
Goodwill, balance at the end of the period | 679.9 |
TAMCO | |
Changes in the carrying amount of goodwill | |
Goodwill Resulting from Business Combinations | 50.6 |
ASPEQ Parent Holdings, Inc. | |
Changes in the carrying amount of goodwill | |
Goodwill Resulting from Business Combinations | 169.3 |
International Tower Lighting, LLC | |
Changes in the carrying amount of goodwill | |
Increase in goodwill | 0.8 |
HVAC reportable segment | |
Changes in the carrying amount of goodwill | |
Gross goodwill, beginning of the period | 529.5 |
Accumulated impairment, balance at the beginning of the period | (328.2) |
Goodwill, balance at the beginning of the period | 201.3 |
Goodwill Resulting from Business Combinations | 219.9 |
Gross goodwill related to foreign currency translation | 3.6 |
Accumulated impairments related to foreign currency translation | (2.2) |
Goodwill related to foreign currency translation | 1.4 |
Gross goodwill, end of the period | 753 |
Accumulated impairment, balance at the end of the period | (330.4) |
Goodwill, balance at the end of the period | 422.6 |
Detection and Measurement reportable segment | |
Changes in the carrying amount of goodwill | |
Gross goodwill, beginning of the period | 425.2 |
Accumulated impairment, balance at the beginning of the period | (171.2) |
Goodwill, balance at the beginning of the period | 254 |
Goodwill Resulting from Business Combinations | 0.8 |
Gross goodwill related to foreign currency translation | 3.8 |
Accumulated impairments related to foreign currency translation | (1.3) |
Goodwill related to foreign currency translation | 2.5 |
Gross goodwill, end of the period | 429.8 |
Accumulated impairment, balance at the end of the period | (172.5) |
Goodwill, balance at the end of the period | $ 257.3 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangibles, Net (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 591.5 | $ 321.6 |
Accumulated Amortization | (106.6) | (88.7) |
Net Carrying Value | 484.9 | 232.9 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Value | 812.2 | 490.3 |
Accumulated Amortization | (106.6) | (88.7) |
Net Carrying Value | 705.6 | 401.6 |
Trademarks with indefinite lives (2) | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks with indefinite lives | 220.7 | 168.7 |
ASPEQ Parent Holdings, Inc. | Trademarks with indefinite lives (2) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 51.5 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 402.5 | 198.9 |
Accumulated Amortization | (52.1) | (41.7) |
Net Carrying Value | 350.4 | 157.2 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (52.1) | (41.7) |
Customer relationships | TAMCO | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 59.7 | |
Customer relationships | ASPEQ Parent Holdings, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 142.3 | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 139.1 | 81.5 |
Accumulated Amortization | (22.3) | (18.4) |
Net Carrying Value | 116.8 | 63.1 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (22.3) | (18.4) |
Technology | TAMCO | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 9.3 | |
Technology | ASPEQ Parent Holdings, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 47.8 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 4.5 | 4.5 |
Accumulated Amortization | (4.5) | (4.5) |
Net Carrying Value | 0 | 0 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (4.5) | (4.5) |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 45.4 | 36.7 |
Accumulated Amortization | (27.7) | (24.1) |
Net Carrying Value | 17.7 | 12.6 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (27.7) | $ (24.1) |
Trademarks with indefinite lives (2) | TAMCO | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 3.2 | |
Customer Backlog | TAMCO | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 1 | |
Customer Backlog | ASPEQ Parent Holdings, Inc. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 4.5 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | Jul. 01, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated annual amortization expense, remainder of the year | $ 44 | |
Estimated annual amortization expense, 2023 | 46 | |
Estimated annual amortization expense, 2024 | 46 | |
Estimated annual amortization expense, 2025 | 46 | |
Estimated annual amortization expense, 2026 | 46 | |
Estimated annual amortization expense, 2027 | 46 | |
Net Carrying Value | 484.9 | $ 232.9 |
Goodwill | 679.9 | $ 455.3 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Percentage of fair value in excess of carrying amount | 10% | |
Cincinnati Fan | ||
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | 54.8 | |
HVAC reportable segment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | 354.1 | |
Goodwill | 422.6 | $ 201.3 |
Detection and Measurement reportable segment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Value | 130.8 | |
Goodwill | 257.3 | 254 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks | 220.7 | $ 168.7 |
Trademarks | HVAC reportable segment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks | 156.7 | |
Trademarks | Detection and Measurement reportable segment | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 64 |
WARRANTY (Details)
WARRANTY (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Analysis of product warranty accrual | ||
Balance at beginning of year | $ 34.7 | $ 34.8 |
Acquisitions | 0.8 | 0.3 |
Provisions | 7.9 | 5.5 |
Usage | (7.5) | (5.5) |
Currency translation adjustment | 0 | (0.2) |
Balance at end of period | 35.9 | 34.9 |
Less: Current portion of warranty | 13.2 | 11.9 |
Non-current portion of warranty | $ 22.7 | $ 23 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2022 | Apr. 02, 2022 | Jul. 02, 2022 | Feb. 17, 2022 | |
Pension Plan | UNITED STATES | ||||
Employee Benefit Plans | ||||
Benefit (charge) due to settlement | $ (1.5) | $ (1.5) | ||
Projected benefit obligation | 10 | |||
Defined benefit plan, net periodic benefit expense | $ 2.3 | $ 2.3 | ||
SPX Postretirement Plans | ||||
Employee Benefit Plans | ||||
Consideration payable | $ 10 | |||
Benefit obligation, payment for settlement | $ 9 | |||
Loss on settlement | 0.7 | |||
Benefit (charge) due to settlement | $ 0.4 |
EMPLOYEE BENEFIT PLANS - Net Pe
EMPLOYEE BENEFIT PLANS - Net Periodic Expense (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Pension Plan | UNITED STATES | ||||
Net periodic pension/postretirement benefit expense | ||||
Interest cost | $ 3.3 | $ 2.3 | $ 6.6 | $ 4.6 |
Expected return on plan assets | (2.2) | (2.1) | (4.4) | (4.2) |
Settlement and actuarial losses | 0 | 3.8 | 0 | 3.8 |
Net periodic pension benefit expense | 1.1 | 4 | 2.2 | 4.2 |
Remeasurement due to settlement | 1.5 | 1.5 | ||
Defined benefit plan, net periodic benefit expense | 2.3 | 2.3 | ||
Pension Plan | Foreign Plan | ||||
Net periodic pension/postretirement benefit expense | ||||
Interest cost | 1.4 | 1 | 2.8 | 2 |
Expected return on plan assets | (1.6) | (1.5) | (3.2) | (3) |
Net periodic pension benefit expense | (0.2) | (0.5) | (0.4) | (1) |
Postretirement Plans | ||||
Net periodic pension/postretirement benefit expense | ||||
Interest cost | 0.3 | 0.3 | 0.6 | 0.6 |
Amortization of unrecognized prior service credits | (1) | (1.1) | (2) | (2.2) |
Recognized net actuarial losses | 0 | 0 | 0 | 0.3 |
Net periodic pension benefit expense | $ (0.7) | $ (0.8) | $ (1.4) | $ (1.3) |
INDEBTEDNESS - Summary of Debt
INDEBTEDNESS - Summary of Debt Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Apr. 21, 2023 | Dec. 31, 2022 | |
Debt | |||||
Balance at the beginning of the period | $ 246,800,000 | ||||
Borrowings | 881,200,000 | ||||
Repayments | (451,300,000) | ||||
Other (6) | (1,100,000) | ||||
Balance at the end of the period | $ 675,600,000 | 675,600,000 | |||
Less: short-term debt | 132,000,000 | 132,000,000 | $ 1,800,000 | ||
Less: current maturities of long-term debt | 10,500,000 | 10,500,000 | 2,000,000 | ||
Long-term debt | 533,100,000 | 533,100,000 | 243,000,000 | ||
Debt issuance costs | 1,300,000 | $ 0 | |||
Trade receivables financing arrangement | |||||
Debt | |||||
Balance at the beginning of the period | 0 | ||||
Borrowings | 61,000,000 | ||||
Repayments | (31,000,000) | ||||
Other (6) | 0 | ||||
Balance at the end of the period | 30,000,000 | 30,000,000 | |||
Maximum borrowing capacity under financing arrangement | 50,000,000 | 50,000,000 | |||
Debt instrument, unused borrowing capacity, amount | 12,300,000 | 12,300,000 | |||
Other indebtedness | |||||
Debt | |||||
Balance at the beginning of the period | 2,500,000 | ||||
Borrowings | 200,000 | ||||
Repayments | (300,000) | ||||
Other (6) | 100,000 | ||||
Balance at the end of the period | 2,500,000 | 2,500,000 | |||
Purchase card programs | 2,000,000 | 2,000,000 | 1,800,000 | ||
Finance lease, liability | 500,000 | 500,000 | 700,000 | ||
Revolving loans | Revolving loans | |||||
Debt | |||||
Balance at the beginning of the period | 0 | ||||
Borrowings | 520,000,000 | ||||
Repayments | (420,000,000) | ||||
Other (6) | 0 | ||||
Balance at the end of the period | 100,000,000 | 100,000,000 | |||
Term loans | Term loan | |||||
Debt | |||||
Balance at the beginning of the period | 244,300,000 | ||||
Borrowings | 300,000,000 | ||||
Repayments | 0 | ||||
Other (6) | (1,200,000) | ||||
Balance at the end of the period | 543,100,000 | 543,100,000 | |||
Face amount of debt | 545,000,000 | 545,000,000 | |||
Unamortized debt issuance costs | 1,900,000 | $ 1,900,000 | $ 700,000 | ||
Maximum borrowing capacity under financing arrangement | $ 300,000,000 | ||||
Term loans | Term loan | 2022 and 2023 | |||||
Debt | |||||
Periodic payment (as a percent of principal) | 0.625% | ||||
Term loans | Term loan | First three quarters of 2024 | |||||
Debt | |||||
Periodic payment (as a percent of principal) | 1.25% | ||||
Term loans | Incremental Term loans | |||||
Debt | |||||
Debt issuance costs | $ 1,300,000 |
INDEBTEDNESS - Senior Credit Fa
INDEBTEDNESS - Senior Credit Facilities (Details) | 1 Months Ended | 6 Months Ended | |
Apr. 21, 2023 USD ($) drawing | Jun. 30, 2023 USD ($) | Jul. 01, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |||
Number of drawings | drawing | 3 | ||
Borrowings | $ 881,200,000 | ||
Incremental Term loans | Term loans | Fed Funds Effective Rate Overnight Index Swap Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Incremental Term loans | Term loans | Term SOFR Loans | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1% | ||
Base for interest period | 0.10% | ||
Incremental Term loans | Term loans | Secured Overnight Financing Rate (SOFR), Period One | |||
Line of Credit Facility [Line Items] | |||
Duration of interest period | 1 month | ||
Incremental Term loans | Term loans | Secured Overnight Financing Rate (SOFR), Period Two | |||
Line of Credit Facility [Line Items] | |||
Duration of interest period | 3 months | ||
Incremental Term loans | Term loans | Secured Overnight Financing Rate (SOFR), Period Three | |||
Line of Credit Facility [Line Items] | |||
Duration of interest period | 6 months | ||
Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Weighted-average interest rate of senior credit facilities | 6.80% | ||
Line of Credit | Incremental Term loans | |||
Line of Credit Facility [Line Items] | |||
Percentage of capital stock of domestic subsidiaries | 100% | ||
Percentage of capital stock of material first tier foreign subsidiaries | 65% | ||
Percentage of non-voting capital stock | 100% | ||
Revolving loans | Revolving loans | |||
Line of Credit Facility [Line Items] | |||
Borrowings | $ 520,000,000 | ||
Amount of available borrowing capacity | 389,200,000 | ||
Letters of credit issued, amount outstanding | 10,800,000 | ||
Revolving loans | Revolving loans | UNITED STATES | |||
Line of Credit Facility [Line Items] | |||
Borrowings | 100,000,000 | ||
Foreign credit instrument facility | |||
Line of Credit Facility [Line Items] | |||
Amount of available borrowing capacity | 9,600,000 | ||
Letters of credit issued, amount outstanding | $ 15,400,000 | ||
Secured Debt | Senior Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Face amount of debt | $ 300,000,000 | ||
Borrowings | $ 300,000,000 |
INDEBTEDNESS - Rate and Margins
INDEBTEDNESS - Rate and Margins (Details) - Term loans | Apr. 21, 2023 |
Less than 2.00 to 1.0 | Maximum | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 2 |
Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | Minimum | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 2 |
Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | Maximum | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 3 |
Greater than or equal to 3.00 to 1.0 | Minimum | |
Line of Credit Facility [Line Items] | |
Consolidated Leverage Ratio | 3 |
Revolving loans | Less than 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Line of credit facility, commitment fee percentage | 0.225% |
Revolving loans | Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Line of credit facility, commitment fee percentage | 0.25% |
Revolving loans | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Line of credit facility, commitment fee percentage | 0.275% |
Line of Credit | Less than 2.00 to 1.0 | Term SOFR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 1.50% |
Line of Credit | Less than 2.00 to 1.0 | ABR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 0.50% |
Line of Credit | Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | Term SOFR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 1.625% |
Line of Credit | Greater than or equal to 2.00 to 1.0 but less than 3.00 to 1.0 | ABR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 0.625% |
Line of Credit | Greater than or equal to 3.00 to 1.0 | Term SOFR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 1.875% |
Line of Credit | Greater than or equal to 3.00 to 1.0 | ABR Loans | |
Line of Credit Facility [Line Items] | |
Debt instrument, fee percentage | 0.875% |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Details) - USD ($) | Jul. 01, 2023 | Dec. 31, 2022 |
Additional Swaps | Derivative contracts designated as hedging instruments | ||
Derivative Financial Instruments | ||
Aggregate notional amount | $ 225,000,000 | |
Additional Swaps | Derivative contracts designated as hedging instruments | Term loan | ||
Derivative Financial Instruments | ||
Fixed rate | 1.077% | |
Swaps | ||
Derivative Financial Instruments | ||
Unrealized gain (loss) recorded in AOCI | $ 9,200,000 | $ 11,000,000 |
Swaps | Derivative contracts designated as hedging instruments | ||
Derivative Financial Instruments | ||
Derivative fair value | 12,300,000 | 14,700,000 |
Current asset | 9,000,000 | 8,700,000 |
Non-current asset | 3,300,000 | 6,000,000 |
FX Forward Contracts | ||
Derivative Financial Instruments | ||
Aggregate notional amount | 9,900,000 | 6,900,000 |
Derivative fair value | 100,000 | $ 100,000 |
FX Forward Contracts | Mature Within One Year | ||
Derivative Financial Instruments | ||
Aggregate notional amount | $ 9,900,000 |
STOCKHOLDERS' EQUITY AND LONG_3
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION - Components Used For Calculation Of Basic And Diluted Income (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Per Share | ||||
Weighted-average number of common shares used in basic income per share (in shares) | 45,533 | 45,444 | 45,457 | 45,500 |
Dilutive securities — Employee stock options and restricted stock units (in shares) | 1,094 | 845 | 1,043 | 870 |
Weighted-average number of common shares and dilutive securities used in diluted income per share (in shares) | 46,627 | 46,289 | 46,500 | 46,370 |
STOCKHOLDERS' EQUITY AND LONG_4
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION - Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Restricted stock shares/units | ||||
Stock-based Compensation | ||||
Number of options or units that were excluded from the computation of diluted income per share (in shares) | 228 | 350 | 198 | 292 |
Stock Options | ||||
Stock-based Compensation | ||||
Number of options or units that were excluded from the computation of diluted income per share (in shares) | 535 | 791 | 529 | 739 |
STOCKHOLDERS' EQUITY AND LONG_5
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION - Long Term Incentive Compensation and Share Repurchases (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||||
May 09, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | May 10, 2022 | |
Stock-based Compensation | ||||||
Related tax benefit | $ 600,000 | $ 400,000 | $ 1,100,000 | $ 900,000 | ||
Share repurchases | $ 33,700,000 | 33,700,000 | ||||
Common Stock | ||||||
Stock-based Compensation | ||||||
Share repurchase (in shares) | 700 | |||||
Share repurchases | $ 33,700,000 | |||||
Maximum | ||||||
Stock-based Compensation | ||||||
Authorized amount | $ 100,000,000 | $ 100,000,000 | ||||
Segment Reconciling Items | ||||||
Stock-based Compensation | ||||||
Long-term incentive compensation expense | $ 3,500,000 | $ 2,500,000 | $ 6,600,000 | $ 5,600,000 | ||
Performance Shares | ||||||
Stock-based Compensation | ||||||
Award vesting period | 3 years | |||||
Restricted Stock Units (RSUs) | Non Employee Director | ||||||
Stock-based Compensation | ||||||
Granted (in shares) | 14 |
STOCKHOLDERS' EQUITY AND LONG_6
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Apr. 01, 2023 | Dec. 31, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | |
Components of accumulated other comprehensive income, net of tax [Roll Forward] | ||||||||
Balance at beginning of period | $ 1,126.1 | $ 1,115.8 | $ 1,079.2 | $ 1,102.9 | ||||
Other comprehensive income before reclassifications | 5.7 | (12.2) | 9.8 | (8.7) | ||||
Amounts reclassified from accumulated other comprehensive income | (2.5) | (0.7) | (4.8) | (1.2) | ||||
Current-period other comprehensive income (loss) | 3.2 | (12.9) | 5 | (9.9) | ||||
Balance at end of period | 1,172.6 | 1,088.6 | 1,172.6 | 1,088.6 | ||||
Accum. Other Comprehensive Income | ||||||||
Components of accumulated other comprehensive income, net of tax [Roll Forward] | ||||||||
Balance at beginning of period | 259.3 | 266.9 | 257.5 | 263.9 | ||||
Balance at end of period | 262.5 | 254 | 262.5 | 254 | ||||
Foreign Currency Translation Adjustment | ||||||||
Components of accumulated other comprehensive income, net of tax [Roll Forward] | ||||||||
Balance at beginning of period | 243.5 | 250.1 | 239.1 | 252.7 | ||||
Other comprehensive income before reclassifications | 3.9 | (13.8) | 8.3 | (16.4) | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | 0 | 0 | ||||
Current-period other comprehensive income (loss) | 3.9 | (13.8) | 8.3 | (16.4) | ||||
Balance at end of period | 247.4 | 236.3 | 247.4 | 236.3 | ||||
Net Unrealized Gains (Losses) on Qualifying Cash Flow Hedges | ||||||||
Components of accumulated other comprehensive income, net of tax [Roll Forward] | ||||||||
Balance at beginning of period | 9.1 | 7 | 11 | 0.5 | ||||
Other comprehensive income before reclassifications | 1.8 | 1.5 | 1.5 | 7.6 | ||||
Amounts reclassified from accumulated other comprehensive income | (1.7) | 0.1 | (3.3) | 0.5 | ||||
Current-period other comprehensive income (loss) | 0.1 | 1.6 | (1.8) | 8.1 | ||||
Balance at end of period | 9.2 | 8.6 | 9.2 | 8.6 | ||||
Net of tax provision (benefit) | 3.1 | 2.9 | 3.1 | 2.9 | $ 3.1 | $ 3.7 | $ 2.3 | $ 0.1 |
Pension and Postretirement Liability Adjustment | ||||||||
Components of accumulated other comprehensive income, net of tax [Roll Forward] | ||||||||
Balance at beginning of period | 6.7 | 9.8 | 7.4 | 10.7 | ||||
Other comprehensive income before reclassifications | 0 | 0.1 | 0 | 0.1 | ||||
Amounts reclassified from accumulated other comprehensive income | (0.8) | (0.8) | (1.5) | (1.7) | ||||
Current-period other comprehensive income (loss) | (0.8) | (0.7) | (1.5) | (1.6) | ||||
Balance at end of period | 5.9 | 9.1 | 5.9 | 9.1 | ||||
Net of tax provision (benefit) | $ 2.2 | $ 3.2 | $ 2.2 | $ 3.2 | $ 2.4 | $ 2.7 | $ 3.5 | $ 3.7 |
STOCKHOLDERS' EQUITY AND LONG_7
STOCKHOLDERS' EQUITY AND LONG-TERM INCENTIVE COMPENSATION - Components of AOCI (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ 5.4 | $ 2.3 | $ 7.8 | $ 4.7 |
Pre-tax | (46.1) | (23.5) | (96.5) | (39.1) |
Amortization of unrecognized prior service credits - Pre-tax | 0 | 1.7 | (2.5) | (4.8) |
Income taxes | 7.8 | 4.4 | 19.1 | 7 |
Net income (loss) | (36) | (13) | (78.8) | (24.4) |
Amount Reclassified from AOCI | (Gains) losses on qualifying cash flow hedges: | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Pre-tax | (2.3) | 0.2 | (4.4) | 0.7 |
Income taxes | 0.6 | (0.1) | 1.1 | (0.2) |
Net income (loss) | (1.7) | 0.1 | (3.3) | 0.5 |
Amount Reclassified from AOCI | Gains on pension and postretirement items: | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amortization of unrecognized prior service credits - Pre-tax | (1) | (1.1) | (2) | (2.2) |
Income taxes | 0.2 | 0.3 | 0.5 | 0.5 |
Net income (loss) | (0.8) | (0.8) | (1.5) | (1.7) |
Swaps | Amount Reclassified from AOCI | (Gains) losses on qualifying cash flow hedges: | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | $ (2.3) | $ 0.2 | $ (4.4) | $ 0.7 |
CONTINGENT LIABILITIES AND OT_2
CONTINGENT LIABILITIES AND OTHER MATTERS - General (Details) | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2022 USD ($) | Jul. 02, 2022 USD ($) | Jul. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 01, 2022 subsidiary | |
Contingent Liabilities and Other Matters | |||||
Carrying values of accruals | $ 37,700,000 | $ 39,500,000 | |||
Number of wholly-owned subsidiaries divested | subsidiary | 3 | ||||
Insurance recoveries | $ 17,000,000 | ||||
Payments for asbestos-related matters, net of insurance recoveries | 11,200,000 | ||||
Asbestos Issue | |||||
Contingent Liabilities and Other Matters | |||||
Changes in estimates associated with assets and liabilities related to product liability | $ 0 | 0 | |||
Continuing Operations | |||||
Contingent Liabilities and Other Matters | |||||
Recorded charges related to asbestos product liability matters | 2,300,000 | 2,300,000 | |||
Discontinued Operation | |||||
Contingent Liabilities and Other Matters | |||||
Recorded charges related to asbestos product liability matters | $ 200,000 | $ 200,000 | |||
Other Long Term Liabilities | |||||
Contingent Liabilities and Other Matters | |||||
Accruals included in other long-term liabilities | $ 30,600,000 | $ 30,800,000 |
CONTINGENT LIABILITIES AND OT_3
CONTINGENT LIABILITIES AND OTHER MATTERS - Large Power Projects in South Africa (Details) R in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||||||||||
Apr. 28, 2021 USD ($) project | Apr. 28, 2021 ZAR (R) project | Feb. 22, 2021 USD ($) project | Feb. 22, 2021 ZAR (R) project | Feb. 05, 2021 USD ($) | Jul. 23, 2020 USD ($) dispute project | Jul. 23, 2020 ZAR (R) | Jun. 30, 2023 USD ($) | May 31, 2023 USD ($) | May 31, 2021 USD ($) | May 31, 2021 ZAR (R) | Sep. 30, 2020 USD ($) | Sep. 30, 2020 ZAR (R) | Jul. 01, 2023 USD ($) | Apr. 01, 2023 USD ($) | Apr. 01, 2023 ZAR (R) | Jul. 02, 2022 USD ($) | Jul. 01, 2023 USD ($) project | Jul. 01, 2023 ZAR (R) project | Jul. 02, 2022 USD ($) | Jul. 01, 2023 ZAR (R) | Apr. 25, 2023 USD ($) | Apr. 25, 2023 ZAR (R) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 ZAR (R) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 ZAR (R) | Oct. 14, 2022 USD ($) | Oct. 14, 2022 ZAR (R) | Oct. 11, 2022 USD ($) | Oct. 11, 2022 ZAR (R) | Sep. 21, 2022 USD ($) | Sep. 21, 2022 ZAR (R) | Aug. 23, 2022 USD ($) | Jul. 31, 2019 USD ($) | Jul. 31, 2019 ZAR (R) | |
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Number of large power projects | project | 2 | 2 | ||||||||||||||||||||||||||||||||||
Number of disputes | dispute | 9 | |||||||||||||||||||||||||||||||||||
Gain (loss) on disposition of discontinued operations, net of tax | $ (2,300,000) | $ (6,100,000) | $ 1,400,000 | $ (7,700,000) | ||||||||||||||||||||||||||||||||
Assets of abandoned entities | 44,200,000 | 44,200,000 | $ 42,900,000 | |||||||||||||||||||||||||||||||||
Discontinued Operations | DBT Technologies | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Gain (loss) on disposition of discontinued operations, net of tax | $ 1,300,000 | $ 5,500,000 | ||||||||||||||||||||||||||||||||||
ULC Robotics | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Deferred payment | $ 45,000,000 | $ 15,000,000 | ||||||||||||||||||||||||||||||||||
Large Power Projects | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Gain contingency | 53,500,000 | 53,500,000 | ||||||||||||||||||||||||||||||||||
Unrecorded gain contingency, current proceeding | 32,400,000 | 32,400,000 | ||||||||||||||||||||||||||||||||||
Payment for bonds | $ 6,700,000 | |||||||||||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Gain contingency | R | R 1,000 | |||||||||||||||||||||||||||||||||||
Unrecorded gain contingency, current proceeding | R | 606 | |||||||||||||||||||||||||||||||||||
Number of disputes | project | 2 | 2 | 2 | 2 | 1 | |||||||||||||||||||||||||||||||
Litigation settlement | $ 6,000,000 | R 82 | $ 8,600,000 | R 126.6 | ||||||||||||||||||||||||||||||||
Gain (loss) related to litigation settlement | $ 6,800,000 | R 126.6 | ||||||||||||||||||||||||||||||||||
Estimate of possible legal claim deemed unlikely | $ 21,100,000 | R 394.4 | $ 18,700,000 | R 349.6 | ||||||||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | Demand Bonds | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 2,300,000 | |||||||||||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | Demand Bonds | MHI | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Litigation settlement | 1,100,000 | R 18.4 | ||||||||||||||||||||||||||||||||||
Payment for bonds | $ 12,500,000 | R 178.7 | $ 14,300,000 | R 239.6 | 22,400,000 | R 418.3 | ||||||||||||||||||||||||||||||
Assets of abandoned entities | $ 17,500,000 | $ 17,500,000 | R 327.5 | $ 19,100,000 | R 327.5 | $ 700,000 | R 12.5 | $ 5,000,000 | R 90.8 | |||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | MHI April And July 2019 Claims | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Estimate of possible legal claim deemed unlikely | $ 21,800,000 | R 407.2 | ||||||||||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | MHI Additional Claims | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Estimate of possible legal claim deemed unlikely | $ 89,100,000 | R 1,664 | ||||||||||||||||||||||||||||||||||
SOUTH AFRICA | Large Power Projects | Bonds Upon Completion Of Certain Administrative Milestones | Demand Bonds | ||||||||||||||||||||||||||||||||||||
Contingent Liabilities and Other Matters | ||||||||||||||||||||||||||||||||||||
Face amount of debt | $ 4,300,000 |
CONTINGENT LIABILITIES AND OT_4
CONTINGENT LIABILITIES AND OTHER MATTERS - Environmental Matters (Details) - Site investigation and remediation - site | Jul. 01, 2023 | Dec. 31, 2022 |
Environmental Matters | ||
Number of sites | 17 | 17 |
Number of third-party disposal sites for which entity is potentially responsible | 9 | 9 |
INCOME AND OTHER TAXES (Details
INCOME AND OTHER TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Operating Loss Carryforwards | ||||
Gross unrecognized tax benefits | $ 2,500,000 | $ 2,500,000 | ||
Net unrecognized tax benefits | 2,400,000 | 2,400,000 | ||
Gross accrued interest | 1,300,000 | 1,300,000 | ||
Net accrued interest | 1,200,000 | 1,200,000 | ||
Penalties accrued | 0 | 0 | ||
Income tax provision | 7,800,000 | $ 4,400,000 | 19,100,000 | $ 7,000,000 |
Income (loss) from continuing operations before income taxes, noncontrolling interest | $ 46,100,000 | $ 23,500,000 | $ 96,500,000 | $ 39,100,000 |
Effective income tax rate (as a percent) | 16.90% | 18.70% | 19.80% | 17.90% |
Recognition of certain uncertain tax positions | $ 1,200,000 | $ 700,000 | $ 1,200,000 | $ 700,000 |
Excess tax provision from stock-based compensation awards vested | 500,000 | $ 0 | 1,400,000 | $ 700,000 |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, amount | 1,800,000 | 1,800,000 | ||
Maximum | ||||
Operating Loss Carryforwards | ||||
Reasonably possible amount that unrecognized tax benefits could decrease within next 12 months, high end of range | $ 600,000 | $ 600,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jul. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | Aug. 02, 2021 | Nov. 11, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Realized gain on fair value adjustment | $ 0 | $ 0 | $ 3.6 | $ 4.4 | ||||
Security at fair value | 39.4 | 39.4 | $ 35.8 | |||||
Sensors & Software Inc. | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Deferred payment | $ 3.8 | |||||||
Contingent consideration liability | $ 1.3 | |||||||
Enterprise Control Systems Ltd | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Deferred payment | $ 15.8 | |||||||
Contingent consideration liability | $ 0 | $ 0 | $ 0 | |||||
Reduction in estimated liability | $ 0.4 | $ 0.9 |