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Acquisitions, Discontinued Operations, and the Asbestos Portfolio Sale | 12 Months Ended
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Dec. 31, 2024
Acquisitions, Dispositions and Discontinued Operations [Abstract] |
Acquisitions, Discontinued Operations, and the Asbestos Portfolio Sale | Acquisitions, Discontinued Operations, and the Asbestos Portfolio Sale Acquisitions From time to time, we may make acquisitions that do not significantly impact our financial position or operations. These acquisitions primarily complement our existing business operations or strategic initiatives with no significant impact to our financial outlook and end markets, or requiring a significant investment of resources. Such acquisitions are not separately identified within this report on Form 10-K. As indicated in Note 1, on April 3, 2023 and March 31, 2022 we completed the acquisitions of TAMCO and ITL, respectively. The pro forma effects of these acquisitions are not material to our consolidated results of operations. Acquisition of Ingénia As indicated in Note 1, on February 7, 2024, we completed the acquisition of Ingénia, for $292.0, net of (i) an adjustment to the purchase price of $2.1 received during 2024 related to acquired working capital and (ii) cash acquired of $1.5. We financed the acquisition with available borrowings on our revolving credit facilities under our senior credit facilities. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for Ingénia, we engaged a third-party independent valuation specialist. The following is a summary of the recorded final fair values of the assets acquired and liabilities assumed for Ingénia as of February 7, 2024:
Assets acquired: |  |
Current assets, including cash and equivalents of $1.5 |  | $ | 31.2 |
Property, plant and equipment |  | 73.6 |
Goodwill |  | 142.4 |
Intangible assets |  | 97.9 |
Total assets acquired |  | 345.1 |
Current liabilities assumed |  | 14.5 |
Deferred and other income taxes |  | 37.1 |
Net assets acquired |  | $ | 293.5 |
The identifiable intangible assets acquired consis t of technology, customer relationships, trademarks, and customer backlog of $46.7, $23.5, $13.9, and $13.8, respectively, with suc h amounts based on an assessment of the related fair values. We expect to amortize the technology, customer relationships, trademarks, and customer backlog assets ove r 12.0, 7.0, 8.0, and 1.0 years, respectively. We acquired gro ss receivables of $16.1, which had the same fair value at the acquisition date based on our estimates of cash flows expected to be recovered. The qualitative factors that comprise the recorded goodwill include expected market growth for Ingénia’s existing operations, increased volumes achieved by selling Ingénia’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. We recognized revenues and net income for Ingénia of $72.6 and $15.9, respectively, for the year ended December 31, 2024, with the net income impacted by charges during the year ended December 31, 2024 of $18.6 associated with amortization of the various intangible assets mentioned above and $1.8 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold. During the year ended December 31, 2024, we incurred acquisition-related costs for Ingénia of $3.6 which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 7. Acquisition of ASPEQ As indicated in Note 1, on June 2, 2023, we completed the acquisition of ASPEQ for $421.5, net of (i) an adjustment to the purchase price of $0.3 received during 2023 related to acquired working capital and (ii) cash acquired of $0.9. We financed the acquisition with available cash and borrowings under our senior credit facilities. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed for ASPEQ, we engaged a third-party independent valuation specialist. The following is a summary of the recorded final 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 |  | $ | 38.0 |
Property, plant and equipment |  | 10.6 |
Goodwill |  | 195.0 |
Intangible assets |  | 246.1 |
Other assets |  | 1.2 |
Total assets acquired |  | 490.9 |
Current liabilities assumed |  | 11.1 |
Non-current liabilities assumed (1) |  | 57.4 |
Net assets acquired |  | $ | 422.4 |
___________________________ (1)Includes net deferred income tax liabilities and other liabilities of $56.4 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 an 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 $18.0, which had a fair value at the acquisition date of $17.8 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 recognized revenues and net income for ASPEQ of $63.9 and $3.6, respectively, for the year ended December 31, 2023, with the net income impacted by charges during the year ended December 31, 2023 of (i) $13.2 associated with amortization of the various intangible assets mentioned above and (ii) $3.6 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold. During the year ended December 31, 2023, we incurred acquisition-related costs for ASPEQ of $5.4, which have been recorded to “Selling, general and administrative” within our consolidated statements of operations and “Corporate expense” within consolidated operating income, as further described in Note 7. The following unaudited pro forma information presents our consolidated results of operations for the years ended December 31, 2024, 2023, and 2022, respectively, as if the acquisitions of Ingénia and ASPEQ had taken place on January 1, 2023 and January 1, 2022, respectively. 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 acquisitions been completed as of the dates 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 integration of Ingénia and ASPEQ. These pro forma consolidated results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisitions, 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 2023 for Ingénia and 2022 for ASPEQ, and the related income tax effects.
| Years ended December 31,
| 2024 |  | 2023 |  | 2022
Revenues | $ | 1,991.9 |  |  | $ | 1,852.6 |  |  | $ | 1,564.7 |
Income (loss) from continuing operations | 210.9 |  |  | 127.5 |  |  | (3.8) |
Net income (loss) | 209.6 |  |  | 72.7 |  |  | (23.4) |
Income (loss) from continuing operations per share of common stock: |  |  |  |  |
Basic | $ | 4.57 |  |  | $ | 2.80 |  |  | $ | (0.08) |
Diluted | $ | 4.48 |  |  | $ | 2.74 |  |  | $ | (0.08) |
Net income (loss) per share of common stock: |  |  |  |  |
Basic | $ | 4.54 |  |  | $ | 1.60 |  |  | $ | (0.52) |
Diluted | $ | 4.45 |  |  | $ | 1.56 |  |  | $ | (0.52) |
Sale of Transformer Solutions Business As mentioned in Note 1, during 2022, we agreed to the final adjustment of the purchase price related to our previously disposed Transformers Solutions business, which resulted in a payment to the Purchaser of $13.9 and an increase to the gain on sale of $0.2 recorded to “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2022. Wind-Down of DBT Business As discussed in Note 1, we completed the wind-down of our DBT business after ceasing all operations, including those related to two large power projects in South Africa (Kusile and Medupi), 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. As previously disclosed, DBT had asserted claims against the remaining prime contractor on two large projects, Mitsubishi Heavy Industries Power — ZAF (f.k.a. Mitsubishi-Hitachi Power Systems Africa (PTY) LTD) (“MHI”), of approximately South African Rand 1,000.0 (or $53.2) and MHI had asserted, or issued letters of intent to claim for, alleged damages against DBT. Although it was reasonably possible that some loss may have been incurred in connection with these claims (which totaled approximately South African Rand 2,815.2 or $149.7), we were 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 had occurred or may have occurred in connection with these claims. Although we had experienced success in enforcing and defending our rights through the dispute resolution process over the past few years (including the matters mentioned below), we had invested, and would have continued to invest, significant management and financial resources to defend and pursue these matters. On September 5, 2023, DBT and SPX entered into an agreement with MHI to resolve all claims between the parties with respect to the two large power projects in South Africa (the “Settlement Agreement”). The Settlement Agreement provides for full and final settlement and mutual release of all claims between the parties with respect to the projects, including any claim against SPX Technologies, Inc. as guarantor of DBT's performance on the projects. It also provides that the underlying subcontracts are terminated and all obligations of both parties under the subcontracts have been satisfied in full. In connection with the Settlement Agreement, we incurred a charge, net of tax, of $54.2 during the third quarter of 2023. The charge included the write-off of $15.2 in net amounts due from MHI. Such charge is included in “Loss on disposition of discontinued operations, net of tax” for the year ended December 31, 2023. Prior to the Settlement Agreement, on February 22, 2021, a dispute adjudication panel issued a ruling in favor of DBT against MHI related to costs incurred in connection with delays on two units of the Kusile project. In connection with the ruling, DBT received 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 $7.0) was recorded as income during the first quarter of 2023, with such amount recorded within “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 received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. Additionally, in May 2023, a separate arbitration tribunal ruled DBT was entitled to recover $5.5 of legal costs incurred related to another prior arbitration. Such amount received from MHI was recorded to “Loss on disposition of discontinued operations, net of tax” during the year ended December 31, 2023. 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 consolidated balance sheets as of December 31, 2024 and 2023. The major line items constituting DBT’s assets and liabilities as of December 31, 2024 and 2023 are shown below:
|  | December 31, 2024 |  | December 31, 2023
ASSETS |  |  |  |
Cash and equivalents |  | $ | 4.4 |  |  | $ | 5.5 |
Accounts receivable, net |  | — |  |  | 0.4 |
Other current assets(1) |  | 3.4 |  |  | 4.7 |
Property, plant and equipment: |  |  |  |
Buildings and leasehold improvements |  | — |  |  | 0.2 |
Machinery and equipment |  | — |  |  | 0.5 |
|  | — |  |  | 0.7 |
Accumulated depreciation |  | — |  |  | (0.6) |
Property, plant and equipment, net |  | — |  |  | 0.1 |
Total assets of DBT |  | $ | 7.8 |  |  | $ | 10.7 |
LIABILITIES |  |  |  |
Accounts payable(1)(2) |  | $ | 0.7 |  |  | $ | 26.9 |
Contract liabilities(1) |  | 2.0 |  |  | 2.1 |
Accrued expenses(1) |  | 5.8 |  |  | 6.3 |
Other long-term liabilities(1) |  | 4.2 |  |  | 4.2 |
Total liabilities of DBT |  | $ | 12.7 |  |  | $ | 39.5 |
___________________________ (1) Balances relate primarily to disputed amounts due to or from a subcontractor, engaged by DBT during the Kusile project, that is currently in liquidation. The timing of the ultimate resolution of these matters is uncertain as they are likely to occur as part of the liquidation process. (2) At December 31, 2023, the balance included DBT’s remaining obligation under the Settlement Agreement to make a payment to MHI of South African Rand 480.9 (or $26.2 at December 31, 2023), which was paid ($27.1 at the time of payment) during 2024. In connection with this remaining obligation, we entered into a foreign currency forward contract which we designated and accounted for as a fair value hedge and matured at the time of the final payment to MHI. The resulting cash received of $2.0 is presented within “Net cash used in discontinued operations” within the consolidated statement of cash flows for the year ended December 31, 2024. Refer to Note 14 for additional details. There are no further payment obligations to MHI under the terms of the Settlement Agreement. 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 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 consolidated balance sheets as of December 31, 2024 and 2023. The major line items constituting Heat Transfer’s assets and liabilities as of December 31, 2024 and 2023 are shown below:
|  | December 31, 2024 |  | December 31, 2023
ASSETS |  |  |  |
Cash and equivalents |  | $ | 0.1 |  |  | $ | — |
Other current assets |  | 0.3 |  |  | 0.3 |
Other assets |  | — |  |  | 0.1 |
Total assets of Heat Transfer |  | $ | 0.4 |  |  | $ | 0.4 |
LIABILITIES |  |  |  |
Accounts payable |  | $ | 0.1 |  |  | $ | 0.2 |
Total liabilities of Heat Transfer |  | $ | 0.1 |  |  | $ | 0.2 |
For the years ended December 31, 2024, 2023 and 2022, results of operations from our businesses reported as discontinued operations were as follows:
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
Transformer Solutions |  |  |  |  |
Loss from discontinued operations (1) | $ | — |  |  | $ | — |  |  | $ | (0.6) |
Income tax benefit | — |  |  | — |  |  | 0.9 |
Income from discontinued operations, net | — |  |  | — |  |  | 0.3 |
DBT |  |  |  |  |
Loss from discontinued operations(2) | (0.6) |  |  | (69.0) |  |  | (17.3) |
Income tax benefit (provision) | (0.1) |  |  | 15.3 |  |  | 2.1 |
Loss from discontinued operations, net | (0.7) |  |  | (53.7) |  |  | (15.2) |
All other (3) |  |  |  |  |
Loss from discontinued operations | (0.3) |  |  | (1.3) |  |  | (6.4) |
Income tax benefit (provision) | (0.3) |  |  | 0.2 |  |  | 1.7 |
Loss from discontinued operations, net | (0.6) |  |  | (1.1) |  |  | (4.7) |
Total |  |  |  |  |
Loss from discontinued operations | (0.9) |  |  | (70.3) |  |  | (24.3) |
Income tax benefit (provision) | (0.4) |  |  | 15.5 |  |  | 4.7 |
Loss from discontinued operations, net | $ | (1.3) |  |  | $ | (54.8) |  |  | $ | (19.6) |
________________________________________________ (1) Loss for the year ended December 31, 2022 resulted primarily from revisions to liabilities retained in connection with the disposition. (2) Loss for the year ended December 31, 2023 resulted primarily from the charge, and related income tax impacts, recorded in connection with the Settlement Agreement referred to above and legal costs incurred in connection with the various dispute resolution matters. This loss for the year ended December 31, 2023 was partially offset by arbitration awards received, which are discussed above. Loss for the year ended December 31, 2022 resulted primarily from legal costs incurred in connection with various dispute resolution matters prior to the Settlement Agreement. (3) Loss for the years ended December 31, 2024, 2023, and 2022 resulted primarily from revisions to liabilities, including income tax liabilities, retained in connection with prior dispositions and, for the year ended December 31, 2022, asbestos-related charges for businesses previously disposed of. 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 previous business divestitures may be materially adjusted in subsequent periods. Net cash used in discontinued operations for the year ended December 31, 2024 related primarily to the final cash payment of South African Rand 480.9 ($27.1 at time of payment) made by DBT to MHI during 2024 in connection with the Settlement Agreement, partially offset by $2.0 from the foreign currency forward contract mentioned above. Net cash used in discontinued operations for the year ended December 31, 2023 related primarily to (i) cash payments of $25.3 made by DBT to MHI during 2023 in connection with the Settlement Agreement, and (ii) disbursements of $14.7 for professional fees and support costs incurred principally in connection with the claims resolved by the Settlement Agreement, partially offset by recovery of legal costs we were awarded in arbitration proceedings between DBT and MHI of $6.8 mentioned above. Net cash used in discontinued operations for the year ended D ecember 31, 2022 related primarily to (i) disbursements for professional fees incurred in connection with the claims activities related to the large power projects in South Africa prior to the Settlement Agreement, (ii) disbursements related to asbestos product liability matters, (iii) a payment of $13.9 to the buyer of Transformer Solutions related to the settlement of the final working capital balances for the business, and (iv) disbursements for liabilities retained in connection with dispositions, including fees associated with the sale of Transformer Solutions. These disburseme nts were partially offset by proceeds from stock options exercised of $1.0. Asbestos Portfolio Sale As indicated in Note 1, we completed the Asbestos Portfolio Sale on November 1, 2022. Below is a summary of the impact of the Asbestos Portfolio Sale, including the loss on sale, on our 2022 consolidated financial statements:
Cash contribution |  | $ | (138.8) |
Assets divested: |  |
Accounts receivable, net |  | (5.0) |
Other current assets |  | (50.0) |
Other assets |  | (420.3) |
Deferred tax assets |  | (27.0) |
Liabilities divested: |  |
Accrued liabilities |  | 53.9 |
Other long-term liabilities |  | 518.0 |
Loss on Asbestos Portfolio Sale, before transaction costs |  | (69.2) |
Transaction costs |  | (4.7) |
Loss on Asbestos Portfolio Sale |  | $ | (73.9) |

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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 Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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