Acquisitions and Discontinued Operations

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Acquisitions and Discontinued Operations

Acquisition of Cues

As indicated in Note 1, on June 7, 2018, we completed the acquisition of Cues for $164.4, net of cash acquired of $20.6. For the period June 7, 2018 to December 31, 2018, Cues recognized revenues and a net loss of $52.3 and $0.4, respectively, with the net loss impacted by charges of $4.3 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold in 2018. During the year ended December 31, 2018, we incurred acquisition related costs for Cues of $2.4, which have been recorded to “Selling, general and administrative” within the accompanying consolidated statement of operations.

The following unaudited pro forma information presents our consolidated results of operations for the year ended December 31, 2018 as if the acquisition of Cues had taken place on January 1, 2018. 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 Cues. 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, the removal of charges associated with the excess fair value (over historical cost) of inventory acquired and subsequently sold, the removal of professional fees and other one-time costs incurred in connection with the transaction, and the related income tax effects.


	Year ended December 31,
		2018
Revenues		$	1,546.7
Income from continuing operations		90.8
Net income		90.1

Income from continuing operations per share of common stock:
Basic		$	2.11
Diluted		$	2.03

Net income per share of common stock:
Basic		$	2.09
Diluted		$	2.02

Other Acquisitions

As indicated in Note 1, on March 1, 2018, February 1, 2019, July 3, 2019, November 12, 2019, September 2, 2020, and November 11, 2020, we completed the acquisitions of Schonstedt, Sabik, SGS, Patterson-Kelley, ULC, and Sensors & Software, respectively. The pro forma effects of these acquisitions are not material to our consolidated results of operations.

Wind-Down of the Heat Transfer Business

As discussed in Note 1, we completed the wind-down of our Heat Transfer business in the fourth quarter of 2020. As a result of completing the wind-down plan, we are now reporting Heat Transfer as a discontinued operation for all periods presented.

In connection with the wind-down of Heat Transfer, we recorded charges of $3.5 in 2018, with $0.9 related to the write-down of inventory, $0.6 related to the impairment of machinery and equipment, and $2.0 to severance costs. In addition, we sold certain intangible assets of the business in 2018 for net cash proceeds of $4.8, which resulted in a gain of less than $0.1. During 2019, we completed the sale of Heat Transfer's manufacturing facility for cash proceeds of $5.5, which resulted in a gain of $0.3.

Major line items constituting pre-tax income (loss) and after-tax income (loss) of Heat Transfer for the years ended December 31, 2020, 2019 and 2018 are shown below:


	Year ended December 31,
		2020		2019		2018
Revenues		$	3.9	$	4.5	$	26.0
Costs and expenses:
Cost of products sold		3.1		6.1		25.3
Selling, general and administrative		0.1		0.9		2.9
Intangible amortization expense		—		—		0.1
Special charges (credits), net		0.4		(0.4)		2.6
Other income, net		—		0.3		—
Income (loss) before income tax		0.3		(1.8)		(4.9)
Income tax (provision) benefit		(0.1)		0.4		1.2
Income (loss) from discontinued operations, net of tax		$	0.2	$	(1.4)	$	(3.7)

The assets and liabilities of Heat Transfer have been classified as assets and liabilities of discontinued operations as of December 31, 2020 and 2019. The major line items constituting Heat Transfer’s assets and liabilities as of December 31, 2020 and 2019 are shown below:


	December 31,
		2020		2019
ASSETS:
Cash and equivalents		$	—	$	0.1
Accounts receivable, net		0.1		1.1
Contract assets		—		0.3
Other current assets		0.2		0.2
Assets of discontinued operations - current		0.3		1.7
Other assets		0.2		0.4
Total assets - discontinued operations		$	0.5	$	2.1

LIABILITIES:
Accounts payable		$	0.2	$	0.4
Contract liabilities		—		0.3
Accrued expenses		0.3		0.8
Liabilities of discontinued operations - current		0.5		1.5
Long-term liabilities		—		0.2
Total liabilities - discontinued operations		$	0.5	$	1.7

Sale of Balcke Dürr Business

During 2018, we reached a settlement with the buyer of Balcke Dürr on the amount of cash and working capital at the closing date, as well as on various other matters, for a net payment from the buyer in the amount of Euro 3.0 (or $3.6). The settlement resulted in a gain, net of tax, of $3.8, which was recorded to “Gain (loss) on disposition of discontinued operations, net of tax.”

Other Discontinued Operations Activity

In addition to Heat Transfer and Balcke Dürr, we recognized net losses of $3.7, $4.4 and $0.8 during 2020, 2019 and 2018, respectively, resulting from adjustments to gains/losses on dispositions of other businesses discontinued prior to 2018.

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 years ended December 31, 2020, 2019 and 2018, results of operations from our businesses reported as discontinued operations were as follows:


	Year ended December 31,
	2020		2019		2018
Balcke Dürr
Income from discontinued operations	$	—	$	—	$	6.3
Income tax provision	—		—		(2.5)
Income from discontinued operations, net	—		—		3.8

Heat Transfer
Income (loss) from discontinued operations	0.3		(1.8)		(4.9)
Income tax (provision) benefit	(0.1)		0.4		1.2
Income (loss) from discontinued operations, net	0.2		(1.4)		(3.7)

All other
Loss from discontinued operations	(4.8)		(4.0)		(1.2)
Income tax (provision) benefit	1.1		(0.4)		0.4
Loss from discontinued operations, net	(3.7)		(4.4)		(0.8)

Total
Income (loss) from discontinued operations	(4.5)		(5.8)		0.2
Income tax (provision) benefit	1.0		—		(0.9)
Loss from discontinued operations, net	$	(3.5)	$	(5.8)	$	(0.7)