AQUISITIONS AND DISCONTINUED OPERATIONS

6 Months Ended

Jul. 02, 2022

Acquisitions and Discontinued Operations [Abstract]

ACQUISITIONS AND DISCONTINUED OPERATIONSAs indicated in Note 1, on April 19, 2021, August 2, 2021, December 15, 2021, and March 31, 2022, we completed the acquisitions of Sealite, ECS, Cincinnati Fan, and ITL, respectively. The pro forma effects of these acquisitions are not material to our condensed consolidated results of operations.

Sale of Transformer Solutions Business

As discussed in Note 1, on October 1, 2021, we completed the sale of Transformer Solutions. The results of Transformer Solutions are presented as a discontinued operation for all periods presented. Major line items constituting pre-tax income and after-tax income of Transformer Solutions for the three and six months ended July 3, 2021 are shown below:


	Three months ended		Six months ended
	July 3, 2021		July 3, 2021
Revenues	$	108.5	$	219.1
Costs and expenses:
Cost of product sold	87.3		176.7
Selling, general and administrative	8.6		18.1


Other income, net	0.2		—

Income before income tax	12.8		24.3
Income tax benefit (1)	29.9		27.0
Income from discontinued operations, net of tax	$	42.7	$	51.3

___________________________

(1) During the three and six months ended July 3, 2021, we recorded tax benefits of $33.0 in “Income from discontinued operations, net of tax” including (i) $28.6 for the excess tax basis in the stock of Transformer Solutions and (ii) $4.4 for previously unrecognized state net operating losses, each as a result of the definitive agreement to sell the business.

Wind-Down of DBT Business

As discussed in Note 1, we completed the wind-down of our 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.

Major line items constituting pre-tax loss and after-tax loss of DBT for the three and six months ended July 3, 2021 are shown below:


	Three months ended		Six months ended
	July 3, 2021		July 3, 2021
Revenues	$	0.1	$	0.8
Costs and expenses:
Cost of product sold	(0.1)		0.9
Selling, general and administrative	3.8		8.0
Special charges	0.1		0.6
Other income, net	0.7		0.5
Interest income	0.1		0.1

Loss before income tax	(2.9)		(8.1)
Income tax benefit	0.3		1.5
Loss from discontinued operations, net of tax	$	(2.6)	$	(6.6)

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 2, 2022 and December 31, 2021. The major line items constituting DBT's assets and liabilities as of July 2, 2022 and December 31, 2021 are shown below:


	July 2, 2022		December 31, 2021
ASSETS
Cash and equivalents	$	5.4	$	7.8
Accounts receivable, net	8.0		9.1
Other current assets	6.9		7.0
Property, plant and equipment:
Buildings and leasehold improvements	0.2		0.2
Machinery and equipment	1.3		1.5
	1.5		1.7
Accumulated depreciation	(1.4)		(1.5)
Property, plant and equipment, net	0.1		0.2
Other assets	25.8		27.6
Total assets of DBT	$	46.2	$	51.7
LIABILITIES
Accounts payable	$	1.8	$	2.3
Contract liabilities	3.7		5.6
Accrued expenses	23.9		22.4
Other long-term liabilities	4.8		4.9
Total liabilities of DBT	$	34.2	$	35.2

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 2, 2022 and December 31, 2021. The major line items constituting Heat Transfer's assets and liabilities as of July 2, 2022 and December 31, 2021 are shown below:


	July 2, 2022		December 31, 2021
ASSETS
Accounts receivable, net	$	—	$	0.1
Other current assets	0.2		0.2
Other assets	0.1		0.2

Total assets of Heat Transfer	$	0.3	$	0.5
LIABILITIES
Accounts payable	$	0.1	$	0.3
Accrued expenses	0.1		0.1
Total liabilities of Heat Transfer	$	0.2	$	0.4

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 2, 2022 and July 3, 2021, results of operations from our businesses reported as discontinued operations were as follows:


	Three months ended				Six months ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Transformer Solutions (1)
Income (loss) from discontinued operations	$	0.1	$	12.8	$	(0.2)	$	24.3
Income tax benefit	—		29.9		0.1		27.0
Income (loss) from discontinued operations, net	0.1		42.7		(0.1)		51.3

DBT (2)
Loss from discontinued operations	(6.9)		(2.9)		(8.5)		(8.1)
Income tax benefit	1.1		0.3		1.5		1.5
Loss from discontinued operations, net	(5.8)		(2.6)		(7.0)		(6.6)

Heat Transfer
Loss from discontinued operations	(0.2)		(0.1)		(0.2)		(0.2)
Income tax (provision) benefit	—		—		—		—
Loss from discontinued operations, net	(0.2)		(0.1)		(0.2)		(0.2)

All other (3)
Loss from discontinued operations	(0.3)		(0.2)		(0.5)		(1.1)
Income tax benefit	0.1		4.4		0.1		4.6
Income (loss) from discontinued operations, net	(0.2)		4.2		(0.4)		3.5

Total
Income (loss) from discontinued operations	(7.3)		9.6		(9.4)		14.9
Income tax benefit	1.2		34.6		1.7		33.1
Income (loss) from discontinued operations, net	$	(6.1)	$	44.2	$	(7.7)	$	48.0

___________________________

(1) Income (loss) for the three and six months ended July 2, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition. During the three and six months ended July 3, 2021, we recorded tax benefits of $33.0 in “Income from discontinued operations, net of tax” including (i) $28.6 for the excess tax basis in the stock of Transformer Solutions and (ii) $4.4 for previously unrecognized state net operating losses, each as a result of the definitive agreement to sell the business.

(2) Loss for the three and six months ended July 2, 2022 resulted primarily from legal costs incurred in connection with various dispute resolution matters related to two large power projects.

(3) Income (loss) for the three and six months ended July 2, 2022 and July 3, 2021 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.