AQUISITIONS AND DISCONTINUED OPERATIONS

9 Months Ended

Oct. 01, 2022

Acquisitions and Discontinued Operations [Abstract]

ACQUISITIONS AND DISCONTINUED OPERATIONS

As 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 for which we received net cash proceeds of $620.6, and recorded a gain of $355.0 in the third quarter of 2021. 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 nine months ended October 2, 2021 are shown below:


	Three months ended		Nine months ended
	October 2, 2021		October 2, 2021
Revenues	$	94.4	$	313.5
Costs and expenses:
Cost of product sold	80.5		257.2
Selling, general and administrative	10.3		28.4




Income before income tax	3.6		27.9
Income tax provision	(33.8)		(6.8)
Income (loss) from discontinued operations, net of tax	$	(30.2)	$	21.1

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 nine months ended October 2, 2021 are shown below:


	Three months ended		Nine months ended
	October 2, 2021		October 2, 2021
Revenues	$	0.1	$	0.9
Costs and expenses:
Cost of product sold	0.5		1.4
Selling, general and administrative	3.4		11.4
Special charges	0.6		1.2
Other expense, net	0.9		0.4
Interest income	0.1		0.2

Loss before income tax	(5.2)		(13.3)
Income tax benefit	0.1		1.6
Loss from discontinued operations, net of tax	$	(5.1)	$	(11.7)

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 October 1, 2022 and December 31, 2021. The major line items constituting DBT's assets and liabilities as of October 1, 2022 and December 31, 2021 are shown below:


	October 1, 2022		December 31, 2021
ASSETS
Cash and equivalents	$	3.9	$	7.8
Accounts receivable, net	7.3		9.1
Other current assets	6.2		7.0
Property, plant and equipment:
Buildings and leasehold improvements	0.2		0.2
Machinery and equipment	1.2		1.5
	1.4		1.7
Accumulated depreciation	(1.3)		(1.5)
Property, plant and equipment, net	0.1		0.2
Other assets	23.4		27.6
Total assets of DBT	$	40.9	$	51.7
LIABILITIES
Accounts payable	$	1.3	$	2.3
Contract liabilities	3.3		5.6
Accrued expenses	22.2		22.4
Other long-term liabilities	4.4		4.9
Total liabilities of DBT	$	31.2	$	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 October 1, 2022 and December 31, 2021. The major line items constituting Heat Transfer's assets and liabilities as of October 1, 2022 and December 31, 2021 are shown below:


	October 1, 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 nine months ended October 1, 2022 and October 2, 2021, results of operations from our businesses reported as discontinued operations were as follows:


	Three months ended				Nine months ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Transformer Solutions (1)
Income (loss) from discontinued operations	$	(0.6)	$	431.4	$	(0.8)	$	455.7
Income tax (provision) benefit	0.1		(106.6)		0.2		(79.6)
Income (loss) from discontinued operations, net	(0.5)		324.8		(0.6)		376.1

DBT (2)
Loss from discontinued operations	(5.7)		(5.2)		(14.2)		(13.3)
Income tax benefit	0.8		0.1		2.3		1.6
Loss from discontinued operations, net	(4.9)		(5.1)		(11.9)		(11.7)

Heat Transfer
Loss from discontinued operations	—		(0.1)		(0.2)		(0.3)
Income tax (provision) benefit	—		—		—		—
Loss from discontinued operations, net	—		(0.1)		(0.2)		(0.3)

All other (3)
Loss from discontinued operations	(5.4)		(4.3)		(5.9)		(5.4)
Income tax benefit	1.4		1.1		1.5		5.7
Income (loss) from discontinued operations, net	(4.0)		(3.2)		(4.4)		0.3

Total
Income (loss) from discontinued operations	(11.7)		421.8		(21.1)		436.7
Income tax (provision) benefit	2.3		(105.4)		4.0		(72.3)
Income (loss) from discontinued operations, net	$	(9.4)	$	316.4	$	(17.1)	$	364.4

___________________________

(1) Loss for the three and nine months ended October 1, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition. Income for the three and nine months ended October 2, 2021 resulted primarily from the gain on sale of the business of $355.0, as well as the results of operations for the periods.

(2) Loss for the three and nine months ended October 1, 2022 and October 2, 2021 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 nine months ended October 1, 2022 and October 2, 2021 resulted primarily from asbestos-related charges and revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions.