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Acquisitions, Discontinued Operations and Formation of Shanghai Electric JV | 12 Months Ended
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Dec. 31, 2014
Acquisitions, Discontinued Operations and Formation of Shanghai Electric JV |
Acquisitions, Discontinued Operations and Formation of Shanghai Electric JV | (4) Acquisitions, Discontinued Operations and Formation of Shanghai Electric JV We use acquisitions as a part of our strategy to gain access to customer relationships and new technology, expand our geographical reach, penetrate new markets and leverage our existing product, market, manufacturing and technical expertise. Further, as part of our operating strategy, we regularly review and negotiate potential divestitures, some of which are or may be material. As a result of this continuous review, we determined that certain of our businesses would be better strategic fits with other companies or investors. Acquisitions and divestitures for the years ended December 31, 2014, 2013 and 2012 are described below. The consolidated statements of operations include the results of the acquired business since the date of its acquisition. The assets acquired and liabilities assumed are recorded at estimates of fair values as determined by us based on its information available at the acquisition date. We consider a number of factors, including third-party valuations or appraisals, when making these determinations. We will recognize additional assets or liabilities if new information is obtained during the measurement period about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period will not exceed one year from the acquisition date. There were no acquisitions in 2014 or 2013. Acquisition — 2012 On March 21, 2012, our Flow Technology reportable segment completed the acquisition of Seital S.r.l. ("Seital"), a supplier of disk centrifuges (separators and clarifiers) to the global food and beverage, biotechnology, pharmaceutical and chemical industries, for a purchase price of $28.8, net of cash acquired of $2.5 and including debt assumed of $0.8. Seital had revenues of approximately $14.0 in the twelve months prior to the date of acquisition. The pro forma effects of the acquisition of Seital were not material, individually or in the aggregate, to our consolidated results of operations. Discontinued Operations We report businesses or asset groups as discontinued operations when, among other things, we terminate the operations of the business or asset group, commit to a plan to divest the business or asset group or actively begin marketing the business or asset group, and the sale of the business or asset group is deemed probable within the next twelve months. During the fourth quarter of 2014, our Board of Directors unanimously approved a plan for a tax-free spin-off of our Flow Technology reportable segment and our Hydraulic Technologies business, and the creation of a new stand-alone, publicly-traded company focused on providing highly engineered technologies and services to customers in the global power and energy, food and beverage, and industrial markets. In connection with the planned spin-off transaction, we determined that we would no longer pursue the sale of our Flash Technologies business, a business that was previously reported in discontinued operations. Accordingly, we have reclassified the results of operations, assets and liabilities, and cash flows of this business to continuing operations for all periods presented. This business is included within Industrial Products and Services and Other. The following businesses, which have been sold or for which operations have been terminated, met the requirements described above and therefore have been reported as discontinued operations for all periods presented:
Business |  | Quarter Discontinued |  | Quarter of Sale or Termination of Operations |
Fenn LLC ("Fenn") |  |  | Q3 2013 |  |  | Q3 2014 |
SPX Precision Components ("Precision Components") |  |  | Q3 2013 |  |  | Q2 2014 |
Thermal Product Solutions ("TPS") |  |  | Q3 2013 |  |  | Q1 2014 |
Broadcast Antenna System business ("Dielectric") |  |  | Q2 2013 |  |  | Q2 2013 |
Crystal Growing business ("Kayex") |  |  | Q1 2013 |  |  | Q1 2013 |
TPS Tianyu Equipment Co., Ltd. ("Tianyu") |  |  | Q4 2012 |  |  | Q4 2012 |
Weil-McLain (Shandong) Cast-Iron-Boiler Co., Ltd. ("Weil-McLain Shandong") |  |  | Q4 2012 |  |  | Q4 2012 |
SPX Service Solutions ("Service Solutions") |  |  | Q1 2012 |  |  | Q4 2012 |
Fenn — Sold for cash consideration of $3.5 during 2014, resulting in a loss, net of taxes, of $0.4. Precision Components — Sold for cash consideration of $62.6 during 2014 (inclusive of cash paid of $0.4 associated with the working capital settlement), resulting in a loss, net of taxes, of $6.9. TPS — Sold for cash consideration of $42.5 during 2014, resulting in a gain, net of taxes, of $21.7. Dielectric — We sold assets of the business during 2013 for cash consideration of $4.7, resulting in a gain of less than $0.1. Kayex — We closed the business during 2013. We recorded a gain, net of taxes, of $1.3 during 2013 associated primarily with a gain on the sale of a perpetual license related to certain of the business's intangible assets, which was partially offset by a loss related to severance costs and asset impairment charges. Proceeds from the sale of the perpetual license totaled $6.9. Tianyu — Sold for cash consideration of one Chinese Yuan ("CNY") (exclusive of cash transferred with the business of $1.1), resulting in a loss, net of taxes, of $1.8 during 2012. Weil-McLain Shandong — Sold for cash consideration of $2.7 (exclusive of cash transferred with the business of $3.1), resulting in a gain, net of taxes, of $2.2 during 2012. During 2013, we received $1.1 associated with the working capital settlement and reduced the net gain by $0.4. During 2014, we decreased the net gain by $1.1 as a result of revisions to income tax liabilities related to the sale. Service Solutions — Sold to Robert Bosch GmbH for cash consideration of $1,134.9, resulting in a gain, net of taxes, of $313.4 during 2012. During 2013, we received $0.8 associated with the working capital settlement and reduced the net gain by $0.3, associated primarily with the working capital settlement and revisions to income tax and other liabilities related to the sale. During 2014, we increased the net gain by $2.1, primarily as a result of revisions to income tax liabilities related to the sale. In addition to the businesses discussed above, we recognized net losses of $2.1, $4.6 and $0.4 during 2014, 2013 and 2012, respectively, resulting from adjustments to gains/losses on dispositions of businesses discontinued prior to 2012. The final sales price for certain of the divested businesses is subject to adjustment based on working capital existing at the respective closing dates. The working capital figures are subject to agreement with the buyers or, if we cannot come to agreement with the buyers, an arbitration or other dispute-resolution process. Final agreement of the working capital figures with the buyers for certain of these transactions has yet to occur. In addition, changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. It is possible that the sales price and resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods. For 2014, 2013 and 2012, income from discontinued operations and the related income taxes are shown below:
|  | Year ended December 31, |
|  | 2014 |  | 2013 |  | 2012 |
Income from discontinued operations |  | $ | 22.1 |  | $ | 3.6 |  | $ | 612.7 |
Income tax provision |  |  | (13.8 | ) |  | (2.3 | ) |  | (264.3 | )
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Income from discontinued operations, net |  | $ | 8.3 |  | $ | 1.3 |  | $ | 348.4 |
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For 2014, 2013 and 2012, results of operations from our businesses reported as discontinued operations were as follows:
|  | Year ended December 31, |
|  | 2014 |  | 2013 |  | 2012 |
Revenues |  | $ | 27.7 |  | $ | 148.9 |  | $ | 1,030.6 |
Pre-tax income (loss) |  |  | (6.1 | ) |  | 7.0 |  |  | 57.1 |
The major classes of assets and liabilities, excluding intercompany balances, of the businesses reported as discontinued operations included in the accompanying consolidated balance sheet as of December 31, 2013 are shown below:
|  | December 31, 2013 |
Assets: |  |  |  |
Accounts receivable, net |  | $ | 19.1 |
Inventories, net |  |  | 33.9 |
Other current assets |  |  | 1.1 |
Property, plant and equipment, net |  |  | 12.1 |
Goodwill and intangibles, net |  |  | 34.7 |
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Assets of discontinued operations |  | $ | 100.9 |
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Liabilities: |  |  |  |
Accounts payable |  | $ | 10.4 |
Accrued expenses |  |  | 17.0 |
​ | ​ | ​ | ​ | ​
Liabilities of discontinued operations |  | $ | 27.4 |
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Formation of Shanghai Electric JV On December 30, 2011, we and Shanghai Electric Group Co., Ltd. established Shanghai Electric — SPX Engineering & Technologies Co., Ltd. (the "Shanghai Electric JV"), a joint venture supplying dry cooling and moisture separator reheater products and services to the power sector in China and other selected regions of the world. We contributed and sold certain assets of our dry cooling products business in China to the joint venture in consideration for a 45% ownership interest in the joint venture and cash payments of CNY 96.7, with CNY 51.5 received in January 2012, CNY 25.8 received in December 2012, and the remaining CNY 19.4 received in 2013. In addition, we have licensed our dry cooling and moisture separator reheater technologies to the joint venture, for which we are receiving a royalty. We also are continuing to manufacture dry cooling components in our China factories and have entered into an exclusive supply agreement with the joint venture for these products. Final approval for the transaction was received in January 2012. We determined that this transaction met the deconsolidation criteria of the Consolidation Topic of the Codification, and, thus, recorded a gain for the transaction equal to the estimated fair value of our investment in the joint venture plus any consideration received, less the carrying value of assets contributed and sold to the joint venture. We recorded the net gain associated with this transaction of $20.5 in the first quarter of 2012, with the gain included in "Other income (expense), net." The Shanghai Electric JV's results of operations and our equity earnings in this investment, as included in our consolidated statements of operations, were not material to any period presented.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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