Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 03, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 3, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-37393 | |
Entity Registrant Name | SPX FLOW, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-3110748 | |
Entity Address, Address Line One | 13320 Ballantyne Corporate Place | |
Entity Address, Postal Zip Code | 28277 | |
Entity Address, City or Town | Charlotte, | |
Entity Address, State or Province | NC | |
City Area Code | 704 | |
Local Phone Number | 752-4400 | |
Title of 12(b) Security | Common Stock, Par Value $0.01 | |
Trading Symbol | FLOW | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,629,822 | |
Entity Central Index Key | 0001641991 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 381.6 | $ 308.1 | $ 745.4 | $ 597.6 |
Cost of products sold | 249.9 | 194.6 | 485.2 | 383 |
Gross profit | 131.7 | 113.5 | 260.2 | 214.6 |
Selling, general and administrative | 93.8 | 90.8 | 184.2 | 176 |
Intangible amortization | 4.7 | 2.9 | 7.7 | 5.7 |
Asset impairment charges | 0 | 0.8 | 0 | 2.7 |
Restructuring and other related charges | 4.3 | 4.8 | 13.5 | 7.4 |
Operating income | 28.9 | 14.2 | 54.8 | 22.8 |
Other income, net | 2.3 | 5.8 | 8.6 | 4.3 |
Interest expense, net | (4.9) | (9.4) | (9.8) | (17.5) |
Income from continuing operations before income taxes | 26.3 | 10.6 | 53.6 | 9.6 |
Income tax provision | (14.7) | (3.9) | (23) | (3) |
Income from continuing operations | 11.6 | 6.7 | 30.6 | 6.6 |
Loss from discontinued operations, net of tax | (0.6) | (31.6) | (0.9) | (36.7) |
Net income (loss) | 11 | (24.9) | 29.7 | (30.1) |
Less: Net income attributable to noncontrolling interests | 0.2 | 0.2 | 0.3 | 0.3 |
Net income (loss) attributable to SPX FLOW, Inc. | 10.8 | (25.1) | 29.4 | (30.4) |
Amounts attributable to SPX FLOW, Inc. common shareholders: | ||||
Income from continuing operations, net of tax | 11.4 | 6.5 | 30.3 | 6.2 |
Loss from discontinued operations, net of tax | (0.6) | (31.6) | (0.9) | (36.6) |
Net income (loss) attributable to SPX FLOW, Inc. | $ 10.8 | $ (25.1) | $ 29.4 | $ (30.4) |
Basic income (loss) per share of common stock: | ||||
Income per share from continuing operations (in dollars per share) | $ 0.27 | $ 0.15 | $ 0.72 | $ 0.15 |
Loss per share from discontinued operations (in dollars per share) | (0.01) | (0.75) | (0.02) | (0.86) |
Net income (loss) per share attributable to SPX FLOW, Inc. (in dollars per share) | 0.26 | (0.59) | 0.70 | (0.71) |
Diluted income (loss) per share of common stock: | ||||
Income per share from continuing operations (in dollars per share) | 0.27 | 0.15 | 0.72 | 0.15 |
Loss per share from discontinued operations (in dollars per share) | (0.01) | (0.74) | (0.02) | (0.86) |
Net income (loss) per share attributable to SPX FLOW, Inc. (in dollars per share) | $ 0.26 | $ (0.59) | $ 0.70 | $ (0.71) |
Weighted average number of common shares outstanding - basic (in shares) | 41,822 | 42,397 | 41,910 | 42,524 |
Weighted average number of common shares outstanding - diluted (in shares) | 41,840 | 42,505 | 41,954 | 42,703 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 11 | $ (24.9) | $ 29.7 | $ (30.1) |
Other comprehensive income (loss), net: | ||||
Net unrealized gains on qualifying cash flow hedges, net of tax provision of $0.1 in the three months ended June 27, 2020 | 0 | 0.3 | 0 | 0.2 |
Foreign currency translation adjustments | 13.9 | 30.2 | (25.5) | (34.6) |
Other comprehensive income (loss), net | 13.9 | 30.5 | (25.5) | (34.4) |
Total comprehensive income (loss) | 24.9 | 5.6 | 4.2 | (64.5) |
Less: Total comprehensive income (loss) attributable to noncontrolling interests | 0.1 | 0.4 | 0.3 | (0.1) |
Total comprehensive income (loss) attributable to SPX FLOW, Inc. | $ 24.8 | $ 5.2 | $ 3.9 | $ (64.4) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) $ in Millions | 3 Months Ended |
Jun. 27, 2020USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Net unrealized gains on qualifying cash flow hedges, tax provision (benefit) | $ 0.1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and equivalents | $ 324.1 | $ 441.5 |
Accounts receivable, net | 251 | 232.6 |
Contract assets | 23.3 | 24.4 |
Inventories, net | 238.6 | 199.3 |
Other current assets | 39.7 | 27.4 |
Total current assets | 876.7 | 925.2 |
Property, plant and equipment: | ||
Land | 22.3 | 22.8 |
Buildings and leasehold improvements | 171.2 | 176.8 |
Machinery and equipment | 353.4 | 349.1 |
Property, plant and equipment, gross | 546.9 | 548.7 |
Accumulated depreciation | (312.8) | (320.6) |
Property, plant and equipment, net | 234.1 | 228.1 |
Goodwill | 616.4 | 569.7 |
Intangibles, net | 228.2 | 206 |
Other assets | 176.5 | 169.5 |
TOTAL ASSETS | 2,131.9 | 2,098.5 |
Current liabilities: | ||
Accounts payable | 178.1 | 149.1 |
Contract liabilities | 123.8 | 119.5 |
Accrued expenses | 185.7 | 178.7 |
Income taxes payable | 27.6 | 23 |
Short-term debt | 15.5 | 12.5 |
Current maturities of long-term debt | 0.1 | 0.1 |
Total current liabilities | 530.8 | 482.9 |
Long-term debt | 397.6 | 397.3 |
Deferred and other income taxes | 43 | 36.6 |
Other long-term liabilities | 117.7 | 117.5 |
Total long-term liabilities | 558.3 | 551.4 |
Commitments and contingencies liabilities | ||
Mezzanine equity | 3.4 | 3.4 |
SPX FLOW, Inc. shareholders’ equity: | ||
Preferred stock, no par value, 3,000,000 shares authorized, and no shares issued and outstanding | 0 | 0 |
Common stock, par value $0.01 per share, 300,000,000 shares authorized, 43,921,450 issued and 42,055,959 outstanding at July 3, 2021, and 43,394,547 issued and 42,157,504 outstanding at December 31, 2020 | 0.4 | 0.4 |
Paid-in capital | 1,720.2 | 1,696.9 |
Accumulated deficit | (341.5) | (363.3) |
Accumulated other comprehensive loss | (251.9) | (226.4) |
Common stock in treasury (1,865,491 shares at July 3, 2021, and 1,237,043 shares at December 31, 2020) | (86.9) | (46.2) |
Total SPX FLOW, Inc. shareholders' equity | 1,040.3 | 1,061.4 |
Noncontrolling interests | (0.9) | (0.6) |
Total equity | 1,039.4 | 1,060.8 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY | $ 2,131.9 | $ 2,098.5 |
Common stock in treasury (in shares) | 1,865,491 | 1,237,043 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 03, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 3,000,000 | 3,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 43,921,450 | 43,394,547 |
Common stock, shares outstanding (in shares) | 42,055,959 | 42,157,504 |
Common stock in treasury (in shares) | 1,865,491 | 1,237,043 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Total SPX FLOW, Inc. Shareholders' Equity | Common Stock | Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Common Stock in Treasury | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 42,600,000 | |||||||
Beginning balance at Dec. 31, 2019 | $ 873.1 | $ 862.4 | $ 0.4 | $ 1,677 | $ (369.2) | $ (426.5) | $ (19.3) | $ 10.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (30.1) | (30.4) | (30.4) | 0.3 | ||||
Other comprehensive income (loss) | (34.4) | (34) | (34) | (0.4) | ||||
Stock-based compensation expense | 7.8 | 7.8 | 7.8 | |||||
Restricted stock and restricted stock unit vesting, net of tax withholdings (in shares) | 100,000 | |||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (6.8) | (6.8) | 0.1 | (6.9) | ||||
Common stock surrendered as a means of funding income tax withholding requirements | (6.9) | |||||||
Common stock repurchases (in shares) | (200,000) | |||||||
Common stock repurchases | (6.2) | (6.2) | (6.2) | |||||
Adjustment from mezzanine equity | 1.7 | 1.7 | 1.7 | |||||
Dividends attributable to noncontrolling interests | (1.4) | (1.4) | ||||||
Disposition of discontinued operations | 177 | 178.2 | 178.2 | (1.2) | ||||
Ending balance (in shares) at Jun. 27, 2020 | 42,500,000 | |||||||
Ending balance at Jun. 27, 2020 | 980.7 | 972.7 | $ 0.4 | 1,686.6 | (399.6) | (282.3) | (32.4) | 8 |
Beginning balance (in shares) at Dec. 31, 2019 | 42,600,000 | |||||||
Beginning balance at Dec. 31, 2019 | $ 873.1 | 862.4 | $ 0.4 | 1,677 | (369.2) | (426.5) | (19.3) | 10.7 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Purchase of noncontrolling interest | (7.7) | |||||||
Ending balance (in shares) at Dec. 31, 2020 | 42,157,504 | 42,200,000 | ||||||
Ending balance at Dec. 31, 2020 | $ 1,060.8 | 1,061.4 | $ 0.4 | 1,696.9 | (363.3) | (226.4) | (46.2) | (0.6) |
Beginning balance (in shares) at Mar. 28, 2020 | 42,600,000 | |||||||
Beginning balance at Mar. 28, 2020 | 799.2 | 790.4 | $ 0.4 | 1,681 | (374.5) | (490.8) | (25.7) | 8.8 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (24.9) | (25.1) | (25.1) | 0.2 | ||||
Other comprehensive income (loss) | 30.5 | 30.3 | 30.3 | 0.2 | ||||
Stock-based compensation expense | 3.8 | 3.8 | 3.8 | |||||
Restricted stock and restricted stock unit vesting, net of tax withholdings (in shares) | 100,000 | |||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | (0.4) | (0.4) | 0.1 | (0.5) | ||||
Common stock repurchases (in shares) | (200,000) | |||||||
Common stock repurchases | (6.2) | (6.2) | (6.2) | |||||
Adjustment from mezzanine equity | 1.7 | 1.7 | 1.7 | |||||
Disposition of discontinued operations | 177 | 178.2 | 178.2 | (1.2) | ||||
Ending balance (in shares) at Jun. 27, 2020 | 42,500,000 | |||||||
Ending balance at Jun. 27, 2020 | $ 980.7 | 972.7 | $ 0.4 | 1,686.6 | (399.6) | (282.3) | (32.4) | 8 |
Beginning balance (in shares) at Dec. 31, 2020 | 42,157,504 | 42,200,000 | ||||||
Beginning balance at Dec. 31, 2020 | $ 1,060.8 | 1,061.4 | $ 0.4 | 1,696.9 | (363.3) | (226.4) | (46.2) | (0.6) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 29.7 | 29.4 | 29.4 | 0.3 | ||||
Other comprehensive income (loss) | (25.5) | (25.5) | (25.5) | 0 | ||||
Stock-based compensation expense | 5.8 | 5.8 | 5.8 | |||||
Exercise of stock options (in shares) | 300,000 | |||||||
Exercise of stock options | 17.6 | 17.6 | 17.6 | |||||
Restricted stock and restricted stock unit vesting, net of tax withholdings (in shares) | 100,000 | |||||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | $ (6.3) | (6.3) | (0.1) | (6.2) | ||||
Common stock surrendered as a means of funding income tax withholding requirements | (6.2) | |||||||
Common stock repurchases (in shares) | (531,000) | (500,000) | ||||||
Common stock repurchases | $ (34.5) | (34.5) | (34.5) | |||||
Dividends declared | (7.6) | (7.6) | (7.6) | |||||
Purchase of noncontrolling interest | $ (0.6) | (0.6) | ||||||
Ending balance (in shares) at Jul. 03, 2021 | 42,055,959 | 42,100,000 | ||||||
Ending balance at Jul. 03, 2021 | $ 1,039.4 | 1,040.3 | $ 0.4 | 1,720.2 | (341.5) | (251.9) | (86.9) | (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared per share (in dollars per share) | $ 0.18 | |||||||
Beginning balance (in shares) at Apr. 03, 2021 | 42,300,000 | |||||||
Beginning balance at Apr. 03, 2021 | $ 1,033.2 | 1,033.6 | $ 0.4 | 1,710.1 | (348.5) | (265.9) | (62.5) | (0.4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 11 | 10.8 | 10.8 | 0.2 | ||||
Other comprehensive income (loss) | 13.9 | 14 | 14 | (0.1) | ||||
Stock-based compensation expense | 3 | 3 | 3 | |||||
Exercise of stock options (in shares) | 100,000 | |||||||
Exercise of stock options | 7.2 | 7.2 | 7.2 | |||||
Restricted stock and restricted stock unit vesting, net of tax withholdings | $ 0.1 | 0.1 | (0.1) | 0.2 | ||||
Common stock repurchases (in shares) | (373,000) | (300,000) | ||||||
Common stock repurchases | $ (24.6) | (24.6) | (24.6) | |||||
Dividends declared | (3.8) | (3.8) | (3.8) | |||||
Purchase of noncontrolling interest | $ (0.6) | (0.6) | ||||||
Ending balance (in shares) at Jul. 03, 2021 | 42,055,959 | 42,100,000 | ||||||
Ending balance at Jul. 03, 2021 | $ 1,039.4 | $ 1,040.3 | $ 0.4 | $ 1,720.2 | $ (341.5) | $ (251.9) | $ (86.9) | $ (0.9) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Dividends declared per share (in dollars per share) | $ 0.09 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares | Jun. 17, 2021 | Mar. 10, 2021 | Jul. 03, 2021 | Jul. 03, 2021 |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared per share (in dollars per share) | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.18 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Cash flows from (used in) operating activities: | |||||
Net income (loss) | $ 11 | $ (24.9) | $ 29.7 | $ (30.1) | |
Less: Loss from discontinued operations, net of tax | (0.6) | (31.6) | (0.9) | (36.7) | |
Income from continuing operations | 11.6 | 6.7 | 30.6 | 6.6 | |
Adjustments to reconcile income from continuing operations to net cash from (used in) operating activities: | |||||
Restructuring and other related charges | 4.3 | 4.8 | 13.5 | 7.4 | |
Asset impairment charges | 0 | 0.8 | 0 | 2.7 | |
Deferred income taxes | 7.7 | 18.8 | |||
Depreciation and amortization | 22 | 20 | |||
Stock-based compensation | 5.8 | 7 | |||
Pension and other employee benefits | 0.6 | 0.7 | |||
Losses (gains) on asset sales and other, net | (0.3) | 0.4 | |||
Gains on changes in fair value of investment in equity security | (7.5) | (5.3) | |||
Changes in operating assets and liabilities, net of effects from business acquisitions and discontinued operations: | |||||
Accounts receivable and other assets | (19.5) | 28.3 | |||
Contract assets and liabilities, net | 1.9 | 3.3 | |||
Inventories | (27.7) | (29.1) | |||
Accounts payable, accrued expenses and other | 14.7 | (63.6) | |||
Cash spending on restructuring actions | (7.9) | (4.7) | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total | 33.9 | (7.5) | |||
Net cash used in discontinued operations | (0.7) | (6.4) | |||
Net cash from (used in) operating activities | 33.2 | (13.9) | |||
Cash flows from (used in) investing activities: | |||||
Proceeds from asset sales and other, net | 0.6 | 0.2 | |||
Capital expenditures | (14.4) | (11.8) | |||
Business acquisitions, net of cash acquired of $4.5, in the six months ended July 3, 2021 | (102.6) | 0 | |||
Net cash used in continuing operations | (116.4) | (11.6) | |||
Net cash from discontinued operations (includes proceeds from disposition of $406.2, less cash and restricted cash disposed of $7.3, in the six months ended June 27, 2020) | 0 | 393.4 | |||
Net cash from (used in) investing activities | (116.4) | 381.8 | |||
Cash flows used in financing activities: | |||||
Borrowings under (repayments of) purchase card program, net | 2.8 | (4.8) | |||
Repayments of other financing arrangements | (1.2) | (0.3) | |||
Purchases of common stock | (24.6) | (34.5) | (6.2) | ||
Minimum withholdings paid on behalf of employees for net share settlements, net | (6.3) | (6.8) | |||
Proceeds from the exercise of employee stock options | 17.6 | 0 | |||
Dividends paid (includes noncontrolling interests distribution of $1.2 in the six months ended June 27, 2020) | (3.8) | (1.2) | |||
Purchase of noncontrolling interest | (0.6) | (0.6) | 0 | $ (15) | |
Net cash used in continuing operations | (26) | (19.3) | |||
Net cash used in discontinued operations | 0 | (0.3) | |||
Net cash used in financing activities | (26) | (19.6) | |||
Change in cash, cash equivalents and restricted cash due to changes in foreign currency exchange rates | (8.2) | 5.4 | |||
Net change in cash, cash equivalents and restricted cash | (117.4) | 353.7 | |||
Consolidated cash, cash equivalents and restricted cash, beginning of period | 441.6 | 303.4 | 303.4 | ||
Consolidated cash, cash equivalents and restricted cash, end of period | 324.2 | 657.1 | 324.2 | 657.1 | 441.6 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: | |||||
Cash and cash equivalents | 324.1 | 657.1 | 324.1 | 657.1 | $ 441.5 |
Restricted cash included in other current assets | 0.1 | 0 | 0.1 | 0 | |
Consolidated cash, cash equivalents and restricted cash | $ 324.2 | $ 657.1 | $ 324.2 | $ 657.1 |
CONDENSED CONSOLIDATED STATEM_7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Millions | 6 Months Ended |
Jun. 27, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Net proceeds from disposition | $ 406.2 |
Cash disposed of | 7.3 |
Payments of dividends to noncontrolling interests | 1.2 |
Payments of Dividends | $ 1.2 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION SPX FLOW, Inc. and its consolidated subsidiaries (“SPX FLOW,” ‘‘the Company,’’ “we,” “us,” or “our”) operate in two reportable segments: the Nutrition and Health segment and the Precision Solutions segment. During the first quarter of 2021, the Company renamed its former "Food and Beverage" segment to the "Nutrition and Health" segment. During July 2021, the Company renamed its former "Industrial" segment to the "Precision Solutions" segment. Accordingly, all current and comparative period financial information for these segments has been presented as the Nutrition and Health segment and the Precision Solutions segment in this Quarterly Report on Form 10-Q. Other than the changes in name, there were no changes to the segments and there has been no change to prior period financial information of the segments. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only and are denoted in millions of U.S. dollars. See Note 3 for information on discontinued operations and Note 4 for information on our reportable segments. We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation. We experienced the adverse impacts of the novel coronavirus pandemic (“COVID-19” or the “COVID-19 pandemic”) beginning in the first quarter of 2020 and these adverse impacts are expected to continue, to a lesser degree, in future quarters of 2021, and possibly longer. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets or a material change in the estimate of any contingent amounts recorded in our condensed consolidated balance sheet as of July 3, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the estimates we have made related to the valuation of assets and contingent amounts, which could result in the impairment of certain assets or the recognition of costs due to increases in contingent amounts. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2020 Annual Report on Form 10-K. Interim results are not necessarily indicative of full year results and the condensed consolidated financial statements may not be indicative of the Company’s future performance. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2021 are April 3, July 3, and October 2, compared to the respective March 28, June 27, and September 26, 2020 dates. We had five more days in the first quarter of 2021 and will have six fewer days in the fourth quarter of 2021 than in the respective 2020 periods. |
NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jul. 03, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
NEW ACCOUNTING PRONOUNCEMENTS | NEW ACCOUNTING PRONOUNCEMENTS The following is a summary of new accounting pronouncements that apply or may apply to our business. In December 2019, the Financial Accounting Standards Board (the "FASB") issued an amendment to simplify the accounting for income taxes by, among other matters, eliminating certain existing exceptions related to the general approach in Accounting Standards Codification ("ASC") 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for the step-up in the tax basis of goodwill. The transition requirements are primarily prospective and the effective date is for interim and annual reporting periods beginning after December 15, 2020. The adoption of this amendment by the Company on January 1, 2021 did not have a significant impact on our condensed consolidated financial statements. |
BUSINESS ACQUISITIONS, DISPOSAL
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS | 6 Months Ended |
Jul. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS | BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS Business Acquisitions On August 1, 2020, the Company completed the acquisition of POSI LOCK, Inc ("POSI LOCK"), a manufacturer of hydraulic and mechanical pullers used to remove certain parts from equipment in a variety of industries ranging from power transmission and light to heavy industrial applications. We purchased substantially all of the assets, including net working capital, long-term and intangible assets, and assumed certain liabilities of the business, for a cash payment of $10.0. The assets acquired and liabilities assumed in the POSI LOCK acquisition are recorded at their fair values based on expert valuations and management estimates and its results are reported in the Company's Precision Solutions segment. Goodwill and intangible assets are expected to be fully deductible for tax purposes. The pro forma effects of the acquisition of POSI LOCK were not material to our condensed consolidated results of operations for the three and six months ended June 27, 2020. On January 18, 2021, the Company completed the acquisition of approximately 98% of the issued and outstanding shares of Plc Uutechnic Group Oyj ("UTG Mixing Group"), a public company listed on the Nasdaq Helsinki, for a cash payment of $38.0, net of cash acquired of $2.9 . UTG Mixing Group is a producer of various mixing solutions for the chemical, food, metallurgical and fertilizer, environmental technology, water treatment and pharmaceuticals markets and its results are reported in the Company's Precision Solutions segment. The acquisition of UTG Mixing Group brings additional product, technology and technical expertise to the Company’s global portfolio of mixing products and process solutions, and will enable the Company to expand its sales network for existing mixer product lines and increase its European market presence with the addition of new mixer product brands. Du ring the first quarter of 2021, the Company initiated a squeeze-out process prescribed by Finnish law pursuant to which the Company (a) acquired the remaining outstanding shares in UTG Mixing Group and (b) delisted the shares of UTG Mixing Group from the Nasdaq Helsinki. This process was finalized in the second quarter of 2021, with the remaining shares of UTG Mixing Group being delisted from the Nasdaq Helsinki effective June 1, 2021. Transaction costs related to the UTG Mixing Group acquisition were $1.2 and were recognized as a component of "Selling, General and Administrative" expense in the accompanying condensed consolidated statements of operations. Purchase accounting related to this acquisition was substantially completed during the second quarter of 2021. The assets acquired and liabilities assumed in the UTG Mixing Group acquisition are recorded at their fair values based on expert valuations and management estimates . The excess of the purchase price over the aggregate fair values of the net assets recognized was recorded as "Goodwill" in the accompanying condensed consolidated balance sheet as of July 3, 2021. Goodwill and intangible assets are not deductible for non-U.S. tax purposes. The Company intends to make an election under Internal Revenue Code Section 338, which will treat the purchase as an asset acquisition for U.S. tax purposes. As a result, the goodwill and intangibles will be deductible for computing the U.S. tax on the earnings of non-U.S. subsidiaries. On May 12, 2021, the Company completed the acquisition of Philadelphia Mixing Solutions, Ltd. ("Philadelphia Mixing"), a manufacturer of in-tank mixing solutions and provider of various technical services and field support, and its results are reported in the Company's Precision Solutions segment. The acquisition of Philadelphia Mixing brings additional opportunity for synergy and growth through broadening the Company's portfolio of comprehensive mixing solutions for customers in the chemical, water and wastewater, energy, and nutrition and health markets. Additionally, this acquisition will enable the Company to expand its sales network for existing mixer product lines and increase its overall market presence. We purchased substantially all of the assets, including net working capital, long-term and intangible assets, and assumed certain liabilities of the business, for a cash payment of $64.6, net of cash acquired of $1.6. The purchase price remains subject to adjustment based on a customary period of review between the Company and seller of the levels of net working capital, cash and debt, and deductions, which we expect to conclude in the third quarter of 2021. Transaction costs related to the Philadelphia Mixing acquisition were $2.1 and were recognized as a component of "Selling, General and Administrative" expense in the accompanying condensed consolidated statements of operations. The assets acquired and liabilities assumed in the Philadelphia Mixing acquisition are recorded at their fair values based on preliminary expert valuations and management estimates, and are subject to change when these estimates are finalized. Goodwill and intangible assets related to the U.S. business are expected to be fully deductible for U.S. tax purposes. However, goodwill and intangible assets related to the non-U.S. businesses are not deductible for non-U.S. tax purposes. Additionally, the Company intends to make an election under Internal Revenue Code Section 338, which will treat the purchase of the non-U.S. subsidiaries as an asset acquisition for U.S. tax purposes. As a result, the goodwill and intangibles will be deductible for computing the U.S. tax on the earnings of non-U.S. subsidiaries. A summary of the purchase price paid for UTG Mixing Group and Philadelphia Mixing follows: UTG Mixing Group Philadelphia Mixing Assets acquired: Current assets, including cash and equivalents of $2.9 and $1.6, respectively $ 9.7 $ 21.8 Property, plant and equipment 2.5 5.4 Goodwill 23.4 33.7 Intangibles 14.3 16.0 Other assets 1.6 2.9 Total assets acquired 51.5 79.8 Liabilities assumed: Current liabilities assumed (5.4) (10.9) Long-term liabilities assumed (5.2) (2.7) Total liabilities assumed (10.6) (13.6) Net assets acquired $ 40.9 $ 66.2 Pro Forma Financial Information The following pro forma financial information presents the combined results of operations of the Company, UTG Mixing Group and Philadelphia Mixing for the three and six months ended July 3, 2021 and June 27, 2020 as if the acquisitions had been completed on January 1, 2020. The pro forma financial information is not necessarily indicative of what the financial results would have been had the acquisitions been completed on this date. In addition, the pro forma financial information is not indicative of, nor does it purport to project, the Company's future financial results. The pro forma financial information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions. Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues $ 388.8 $ 323.9 $ 764.3 $ 625.0 Income (loss) from continuing operations before income taxes 20.4 8.6 45.3 (1.2) Income (loss) from continuing operations, net of tax 6.9 5.3 24.0 (2.0) The pro forma information presented above reflects the following adjustments related to UTG Mixing Group and Philadelphia Mixing results, prior to their respective dates of acquisition: Fair Value Adjustments - Pre-tax costs related to (i) intangible amortization expense and (ii) amortization of the increase to fair value of acquired inventories, collectively, of $2.2, $3.6, $4.9 and $7.2 are reflected in the pro forma information for the three months ended July 3, 2021 and June 27, 2020, and the six month periods then ended, respectively. Pre-tax effects related to fair value adjustments of the acquired businesses’ property, plant and equipment were not significant for the respective periods. Acquisition-Related Costs - Pre-tax costs related to the acquisitions of $3.3 are reflected in the pro forma information for the six months ended June 27, 2020. Accounting Policy Adjustments - The primary effect of changes to accounting policies of the acquired businesses, which have been applied since their respective dates of acquisition, relates to the Company’s application of its revenue recognition policies, including primarily the accounting for certain customer contracts over time which were previously accounted for by the acquired businesses at a point in time. The effects of the application of revenue recognition and other accounting policies of the Company to the acquired businesses were not significant for any of the periods presented above. Income Tax Considerations - Prior to its acquisition by SPX FLOW, the U.S. legal entity of Philadelphia Mixing was a qualified subchapter S subsidiary and its income (loss) was passed through to the owners of its former parent company. Under SPX FLOW's legal entity structure, the U.S. operations of Philadelphia Mixing are required to be tax-effected. In consideration of this, as well as SPX FLOW's applicable effective tax rates in the non-U.S. jurisdictions where Philadelphia Mixing operates, a blended 20.0% effective tax rate has been applied to Philadelphia Mixing's pro forma results for all periods prior to its acquisition by the Company. Business Disposals In November 2020, we completed the sale of a business in our Asia Pacific region, which had been included in the Precision Solutions reportable segment, to a third-party buyer for total proceeds of $4.7, net of cash disposed, which resulted in a pre-tax loss of $4.2 during the fourth quarter of 2020. During the first quarter of 2021, we substantially completed negotiations with the buyer related to the closing-date net-working-capital adjustment, which did not significantly impact our estimate of the pre-tax loss previously recorded. We finalized the agreement and paid the related purchase price adjustment in the second quarter of 2021. Discontinued Operations We report businesses or asset groups as discontinued operations when, among other things, we commit to a plan to divest the business or asset group, we actively begin marketing the business or asset group, and when the sale of the business or asset group is deemed probable of occurrence within the next twelve months. On May 2, 2019, the Company announced that its Board of Directors had initiated a process to divest a substantial portion of the Company’s former Power and Energy reportable segment, excluding the Bran+Luebbe product line (collectively, the “Disposal Group”). In connection with this announcement and the continued development of the divestiture process thereafter, and in accordance with the criteria described above, we reported the Disposal Group as “held-for-sale”, and as discontinued operations, initially as of the end of our second quarter of 2019. In November 2019, we entered into a Purchase and Sale Agreement (the “Sale Agreement”) with an affiliate of Apollo Global Management, LLC (the “Buyer”), pursuant to which the Company agreed, indirectly through certain of its subsidiaries, to sell the businesses reflected as discontinued operations in the accompanying condensed consolidated financial statements to the Buyer for a gross purchase price of $475.0 (the “Transaction”). The gross purchase price of $475.0, which included the purchase price for a business based in India, was subject to (i) reductions based upon the level of certain deductions of the Disposal Group at the closing date, and (ii) certain adjustments based upon the level of net working capital, cash and debt of the Disposal Group at the closing date. The deductions included, for example, components of the "Contract Liabilities" and certain other current and long-term liabilities of the Disposal Group, as well as deductions for budgeted but un-incurred capital expenditures and other business infrastructure costs measured over periods defined in the Sale Agreement, but in all cases which expired at the closing date. Fiscal 2020 Discontinued Operations Developments and Sale Closure We recorded a pre-tax loss on Disposal Group of $8.5 during our first quarter of 2020 to reduce the carrying value of the Disposal Group to our estimate of the net proceeds expected to be realized upon finalization of the purchase price with the Buyer (which was subject to a customary period of review between the parties as discussed below), less estimated costs to sell. This loss was attributable primarily to a reduction in the U.S. dollar-denominated proceeds expected to be received from the Buyer, relative to the translated U.S. dollar-equivalent carrying values of certain non-U.S. businesses of the Disposal Group, located primarily in the U.K. and Europe, due to a strengthening of the U.S. dollar against the currencies of those businesses during the first quarter of 2020. On March 30, 2020, the Company completed the sale of substantially all Disposal Group businesses and received proceeds from the Buyer of $406.2, based on an estimate of certain adjustments to the gross purchase price as of the closing date as discussed further above and, to a lesser extent, certain fees. The consummation of the sale to the Buyer of a remaining business based in India remained subject to regulatory approvals at that time. As noted above, finalization of the purchase price with the Buyer remained subject to a customary period of review between the parties. We recorded a pre-tax loss on Disposal Group of $2.0 during our second quarter of 2020 related to estimated working capital adjustments and reflective of ongoing discussions with the Buyer at that time. The substantial portion of “Assets of Discontinued Operations” and “Liabilities of Discontinued Operations”, as well as cumulative foreign currency translation adjustment of $178.2 (previously included in the Company’s "Accumulated Other Comprehensive Loss" ("AOCL") balance) and “Noncontrolling Interests” of $1.2, which were removed from our consolidated balance sheet during the second quarter of 2020 in connection with completion of the sale, equaled the net proceeds received upon consummation of the Transaction. During the third quarter of 2020, we finalized the levels of net working capital, cash and debt, and deductions as of the closing date with the Buyer, which resulted in an additional $1.2 pre-tax loss on Disposal Group being recorded in our third quarter of 2020. The determination of the final settlement with the Buyer involved resolution of certain estimates and judgments based on, among other items, the interpretation and application of key terms of the Sale Agreement. In addition, during our third quarter of 2020, we recorded a $0.4 pre-tax loss on Disposal Group to reduce the carrying value of the business based in India, the sale of which remained subject to regulatory approvals. During the fourth quarter of 2020 and upon receiving relevant regulatory approvals, we completed the sale of the remaining net assets of the Disposal Group, based in India, to the Buyer for total proceeds of $6.3. Other Sale Agreement Considerations The Sale Agreement includes certain indemnification obligations which we believe are customary for transactions of this nature, including for certain tax obligations, to the extent such obligations relate to fiscal periods prior to the closing date and exceed amounts which were provided for in the balance sheet of the Disposal Group at closing. Concurrent with the closing of the Transaction, the parties entered into certain ancillary agreements including, among others, a Transition Services Agreement (the “TSA”). Under the TSA, SPX FLOW provides the Buyer with certain specified services for varying periods in order to ensure an orderly transition of the business following the closing at agreed-upon prices or rates, which we believe approximate fair market value for such services. These services include, among others, certain information technology, finance and human resources services. Income from such services of $0.5 and $1.5 during the three and six months ended July 3, 2021, respectively, and of $1.5 during the three and six months ended June 27, 2020, was recognized as a component of "Other income, net". Results and Significant Non-cash Operating Items and Capital Expenditures of Discontinued Operations: Losses from discontinued operations for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues $ — $ 0.7 $ — $ 111.4 Cost of products sold (1) — 0.5 — 75.8 Gross profit — 0.2 — 35.6 Selling, general and administrative (1) 0.3 0.8 0.3 31.5 Loss on Disposal Group (2) — 2.0 0.4 10.5 Restructuring and other related charges — — — 0.3 Operating loss (0.3) (2.6) (0.7) (6.7) Other expense, net — — — (0.3) Interest expense, net (3) — — — (1.6) Loss from discontinued operations before income taxes (0.3) (2.6) (0.7) (8.6) Income tax provision (4) (0.3) (29.0) (0.2) (28.1) Loss from discontinued operations, net of tax (0.6) (31.6) (0.9) (36.7) Less: Loss attributable to noncontrolling interests — — — (0.1) Loss from discontinued operations, net of tax and noncontrolling interests $ (0.6) $ (31.6) $ (0.9) $ (36.6) (1) During the three and six months ended June 27, 2020, there was no depreciation of property, plant and equipment or amortization of intangible assets, related to our discontinued operations, as the assets of the Disposal Group were classified as held-for-sale for the period. (2) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three and six months ended June 27, 2020. (3) In addition to any business-specific interest expense and income, the interest expense, net, of discontinued operations reflects an allocation of interest expense, including the amortization of deferred financing fees, related to the Company’s senior notes, senior credit facilities and former trade receivables financing arrangement. Interest expense related to such debt instruments and allocated to discontinued operations was $1.6 for the six months ended June 27, 2020. The allocation of the Company’s interest expense of these debt instruments was determined based on the proportional amount of average net assets of the discontinued operations to the Company’s average net assets during each period, with the Company’s average net assets determined excluding the average outstanding borrowings under such debt instruments during each period. (4) During the three and six months ended July 3, 2021, we recorded an income tax provision of $0.3 and $0.2, respectively, on $0.3 and $0.7 of pre-tax loss from discontinued operations. This compares to an income tax provision for the three and six months ended June 27, 2020 of $29.0 and $28.1, respectively, on $2.6 and $8.6 of pre-tax loss from discontinued operations. Among other items, the income tax provision for the three months ended June 27, 2020 was impacted by income tax charges of (i) $32.1 composed of U.S. tax expense on the tax gain on sale of Disposal Group entities sold by the U.S. parent and (ii) $1.6 in reduction of the benefit to be realized through the disposition of held-for-sale assets, which were partially offset by an income tax benefit of $4.9 related to a loss for global intangible low-taxed income purposes on the sale of certain non-U.S. entities. The significant non-U.S. sales of Disposal Group entities were in locations where local law did not require any gain to be taxed or permit any loss to result in a future benefit. In addition to these, the income tax provision for the six months ended June 27, 2020 also included the effect from the first quarter of 2020 that the majority of the pre-tax loss on Disposal Group was not deductible in the various jurisdictions where the sale of the Disposal Group was to be recognized. As such, only $1.2 of tax benefit was recognized on the $8.6 pre-tax loss on Disposal Group. The following table summarizes the significant non-cash operating items and capital expenditures reflected in cash flows of discontinued operations for the six months ended July 3, 2021 and June 27, 2020: Six months ended July 3, 2021 June 27, 2020 Loss on Disposal Group (1) $ 0.4 $ 10.5 Capital expenditures — (5.5) Proceeds on disposition of Disposal Group (2) — 398.9 (1) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the six months ended June 27, 2020. |
INFORMATION ON REPORTABLE SEGME
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER | INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER We innovate with customers to help feed and enhance the world by designing, delivering and servicing high-value process solutions at the heart of growing and sustaining our diverse communities with operations in over 30 countries and sales in over 140 countries around the world. The Company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of nutrition, health and precision solutions markets. In determining our reportable segments, we apply the threshold criteria of the Segment Reporting Topic of the Financial Accounting Standards Board Codification (the “Codification”) to operating income or loss of each segment before considering asset impairment charges, restructuring and other related charges, gains or losses on sales of businesses, pension and postretirement service costs and other indirect corporate expenses (including corporate stock-based compensation). This is consistent with the way our chief operating decision maker evaluates the results of each segment. Nutrition and Health The Nutrition and Health reportable segment operates in a regulated, global industry with customers who demand highly engineered process solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include homogenizers, pumps, valves, separators and heat exchangers. We also design and assemble process systems that integrate many of these products for our customers. Key brands include APV, Gerstenberg Schroeder, Seital and Waukesha Cherry-Burrell. Precision Solutions The Precision Solutions reportable segment primarily serves customers in the chemical, air treatment, mining, pharmaceutical, marine, infrastructure construction, general industrial and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and heat exchangers. Key brands include Airpel, APV, Bolting Systems, Bran+Luebbe, Deltech, Hankison, Jamix, Jemaco, Johnson Pump, LIGHTNIN, Philadelphia Mixing Solutions, POSI LOCK, Power Team, Stelzer, Stone and Uutechnic. Corporate Expense Corporate expense generally relates to the cost of our Charlotte, North Carolina corporate headquarters and our Asia Pacific center in Shanghai, China. Corporate expense also reflects stock-based compensation costs associated with corporate employees. Reportable Segment Financial Data Financial data for our reportable segments for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues: Nutrition and Health $ 168.3 $ 144.7 $ 339.9 $ 282.5 Precision Solutions 213.3 163.4 405.5 315.1 Total revenues $ 381.6 $ 308.1 $ 745.4 $ 597.6 Income: Nutrition and Health $ 26.4 $ 19.1 $ 55.0 $ 38.5 Precision Solutions 23.6 19.9 45.0 29.3 Total income for reportable segments 50.0 39.0 100.0 67.8 Corporate expense 16.6 19.0 31.3 34.5 Pension and postretirement service costs 0.2 0.2 0.4 0.4 Asset impairment charges (1) — 0.8 — 2.7 Restructuring and other related charges 4.3 4.8 13.5 7.4 Consolidated operating income $ 28.9 $ 14.2 $ 54.8 $ 22.8 (1) Asset impairment charges of $0.8 during the three months ended June 27, 2020 resulted from management’s decision to consolidate and relocate the operations of a U.S. manufacturing facility within the Precision Solutions reportable segment to existing facilities in the U.S., as well as in our EMEA and Asia Pacific regions. Charges for the six months ended June 27, 2020 included these charges as well as asset impairment charges of $1.9 which resulted from management's decision, during the first quarter of 2020, to discontinue a product line within the Precision Solutions reportable segment. |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Information regarding the nature, amount, timing and uncertainty of revenue, and the related cash flows, is noted in further detail below. Revenues Recognized Over Time The following table provides revenues recognized over time by reportable segment for the three and six months ended July 3, 2021 and June 27, 2020: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues recognized over time: Nutrition and Health $ 80.1 $ 56.1 $ 151.3 $ 101.1 Precision Solutions 19.3 9.7 30.8 15.7 Total revenues recognized over time $ 99.4 $ 65.8 $ 182.1 $ 116.8 Disaggregated Information about Revenues Our aftermarket revenues generally include sales of parts and service/maintenance support, and original equipment (“OE”) revenues generally include all other revenue streams. The following tables provide disaggregated information about our OE and aftermarket revenues by reportable segment for the three and six months ended July 3, 2021 and June 27, 2020: Three months ended July 3, 2021 Three months ended June 27, 2020 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Nutrition and Health $ 109.8 $ 58.5 $ 168.3 $ 89.2 $ 55.5 $ 144.7 Precision Solutions 145.8 67.5 213.3 104.0 59.4 163.4 Total revenues $ 255.6 $ 126.0 $ 381.6 $ 193.2 $ 114.9 $ 308.1 Six months ended July 3, 2021 Six months ended June 27, 2020 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Nutrition and Health $ 216.8 $ 123.1 $ 339.9 $ 170.0 $ 112.5 $ 282.5 Precision Solutions 274.7 130.8 405.5 198.9 116.2 315.1 Total revenues $ 491.5 $ 253.9 $ 745.4 $ 368.9 $ 228.7 $ 597.6 Contract Balances Our contract accounts receivable, assets and liabilities, and changes in such balances, were as follows: July 3, 2021 December 31, 2020 Change (1) Contract accounts receivable (2) $ 242.0 $ 219.8 $ 22.2 Contract assets 23.3 24.4 (1.1) Contract liabilities (123.8) (119.5) (4.3) Net contract balance $ 141.5 $ 124.7 $ 16.8 (1) The $16.8 increase in our net contract balance from December 31, 2020 to July 3, 2021 was primarily due to (i) an increase in volume of revenues recognized at a point in time, partially due to the reduced adverse effects of the COVID-19 pandemic on the business during the six months ended July 3, 2021, (ii) the timing of advance and milestone payments received on certain Nutrition and Health contracts recognized over time, and of performance obligations satisfied and the related revenue recognized on such contracts, and (iii) an increase in net contract balance related to the acquisitions of UTG Mixing Group and Philadelphia Mixing during the six months ended July 3, 2021. (2) Included in “Accounts receivable, net” in our condensed consolidated balance sheets. Amounts are presented before consideration of the allowance for uncollectible accounts. During the three months ended July 3, 2021 and June 27, 2020, we recognized revenues of $26.8 and $28.1 related to contract liabilities outstanding as of December 31, 2020 and 2019, respectively. During the six months ended July 3, 2021 and June 27, 2020, we recognized revenues of $75.0 and $70.6 related to contract liabilities outstanding as of December 31, 2020 and 2019, respectively. Contract Costs As of July 3, 2021 and December 31, 2020, the Company recognized an asset related to the incremental costs of obtaining contracts with customers of $0.4, which is classified in “Other current assets” in the accompanying condensed consolidated balance sheets. Remaining Performance Obligations As of July 3, 2021 and June 27, 2020, the aggregate amount of our remaining performance obligations was $608.5 and $546.3, respectively. The Company expects to recognize revenue on approximately 93% and substantially all of our remaining performance obligations outstanding as of July 3, 2021 within the next 12 and 24 months, respectively. |
RESTRUCTURING AND OTHER RELATED
RESTRUCTURING AND OTHER RELATED CHARGES | 6 Months Ended |
Jul. 03, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER RELATED CHARGES | RESTRUCTURING AND OTHER RELATED CHARGES Fiscal 2021 Global Cost Productivity Program In February 2021, we announced a global cost productivity program focused primarily on a reduction of our "Selling, general and administrative" ("SG&A") costs. The intent of this productivity initiative is to reduce our overall cost of doing business, including a plan to achieve $30.0 of annualized SG&A cost savings by the end of 2022 while simultaneously realigning our cost structure to support profitable growth. In connection with this program, we incurred $4.3 an d $13.5 of res tructuring and other related charges during the three and six months ended July 3, 2021, respectively. Such charges related primarily to severance and other costs associated with commercial, engineering, and certain operational employees across both segments and across each region in which our segments operate, as well as certain functional support employees across most of our corporate functions. Restructuring and other related charges for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Nutrition and Health $ 2.6 $ 1.5 $ 5.3 $ 2.0 Precision Solutions 1.1 2.8 5.1 4.6 Other 0.6 0.5 3.1 0.8 Total $ 4.3 $ 4.8 $ 13.5 $ 7.4 Restructuring and Other Related Charges By Reportable Segment Nutrition and Health — Charges for the three and six months ended July 3, 2021 related primarily to costs associated with the global restructuring program described above. Charges for the three months ended June 27, 2020 related primarily to severance and other costs associated with a reduction in force of certain commercial employees based in our EMEA region. Charges for the six months ended June 27, 2020 related primarily to the above costs and, to a lesser extent, severance and other costs associated primarily with reductions in force of certain engineering, commercial and other functional support employees within the segment, across all regions in which the segment operates. Precision Solutions — Charges for the three and six months ended July 3, 2021 related primarily to costs associated with the global restructuring program described above. Charges for the three months ended June 27, 2020 related primarily to severance and other costs associated with (1) the consolidation and relocation of the operations of a U.S. manufacturing facility to existing facilities in the U.S. as well as in our EMEA and Asia Pacific regions, (2) a reduction in force of certain commercial employees based in our EMEA region, (3) a reduction in force of certain functional support employees based primarily in EMEA, and (4) the closure of a legal entity based in Angola. Charges for the six months ended June 27, 2020 related to the above costs as well as severance and other costs associated primarily with reductions in force of certain engineering, commercial, and other functional support employees within the segment, across all regions in which the segment operates. Other — Charges for the three and six months ended July 3, 2021 related primarily to costs associated with the global restructuring program described above. Charges for the three months ended June 27, 2020 related primarily to severance costs associated with certain corporate functional support employees. Charges for the six months ended June 27, 2020 related to the above costs as well as severance and other costs associated with the rationalization of certain corporate support functions. The following is an analysis of our restructuring liabilities (included in “Accrued expenses” in our condensed consolidated balance sheets) for the six months ended July 3, 2021 and June 27, 2020: Six months ended July 3, 2021 June 27, 2020 Balance at beginning of year $ 7.3 $ 7.6 Restructuring and other related charges (1) 13.1 7.1 Balance assumed in business acquisitions 0.2 — Utilization — cash (7.9) (4.7) Currency translation adjustment and other (0.1) 0.5 Balance at end of period $ 12.6 $ 10.5 (1) Amounts that impacted restructuring and other related charges but not the restructuring liabilities included $0.4 and $0.3 for the six months ended July 3, 2021 and June 27, 2020, respectively. |
INVENTORIES, NET
INVENTORIES, NET | 6 Months Ended |
Jul. 03, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | INVENTORIES, NET Inventories at July 3, 2021 and December 31, 2020 comprised the following: July 3, 2021 December 31, 2020 Finished goods $ 93.4 $ 86.1 Work in process 50.1 39.1 Raw materials and purchased parts 102.9 81.9 Total FIFO cost 246.4 207.1 Excess of FIFO cost over LIFO inventory value (7.8) (7.8) Total inventories $ 238.6 $ 199.3 Inventories include material, labor and factory overhead costs and are reduced, when necessary, to estimated net realizable values. Certain domestic inventories are valued using the last-in, first-out (“LIFO”) method. These inventories were approximately 12% and 11% of total inventory at July 3, 2021 and December 31, 2020, respectively. Other inventories are valued using the first-in, first-out (“FIFO”) method. |
GOODWILL, OTHER INTANGIBLE ASSE
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES | 6 Months Ended |
Jul. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES | GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES Goodwill The changes in the carrying amount of goodwill by reportable segment during the six months ended July 3, 2021 were as follows: December 31, 2020 Goodwill Resulting from Business Combinations (1) Impairments Foreign Currency Translation and Other July 3, 2021 Nutrition and Health $ 270.2 $ — $ — $ (6.8) $ 263.4 Precision Solutions (2) 299.5 57.1 — (3.6) 353.0 Total $ 569.7 $ 57.1 $ — $ (10.4) $ 616.4 (1) Reflects goodwill that arose from the acquisitions of UTG Mixing Group and Philadelphia Mixing during the six months ended July 3, 2021. See Note 3 for further discussion regarding the status of estimates of the fair values of assets acquired and liabilities assumed as of July 3, 2021 in connection with these acquisitions. (2) The carrying amount of goodwill included $134.3 and $134.6 of accumulated impairments as of July 3, 2021 and December 31, 2020, respectively. We completed our annual impairment testing of goodwill (and indefinite-lived intangible assets that are not amortized) during the fourth quarter of 2020. The annual goodwill impairment tests indicated significant excess fair value over the carrying value of both of our reporting units. In consideration of (i) the order trends, business performance and operating results of our reporting units during the second quarter of 2021, as well as (ii) generally favorable global developments associated with the COVID-19 pandemic during the first half of 2021, we do not expect the ongoing adverse impacts of the COVID-19 pandemic to have significantly affected the assumptions underlying our long-term revenue and cash flow growth rates, operating models or business strategies that comprised the assumptions utilized in our fourth quarter of 2020 annual impairment tests. We will continue to monitor the effects of the COVID-19 pandemic on our business in future periods in order to evaluate whether a triggering event has occurred, including evaluating the assumptions utilized in our fourth quarter of 2020 annual impairment testing. Should those conclusions continue to apply throughout the remaining fiscal quarters of 2021, we will perform our annual impairment testing of goodwill (and indefinite-lived intangible assets that are not amortized), during the fourth quarter of 2021 in conjunction with our annual financial planning process. In performing that annual impairment testing, we will assess, among other items, the effects of the COVID-19 pandemic, order trends and the operating cash flow performance of our reporting units. Other Intangibles, Net Identifiable intangible assets were as follows: July 3, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 140.1 $ (111.3) $ 28.8 $ 131.1 $ (108.5) $ 22.6 Technology 71.7 (52.9) 18.8 65.8 (52.4) 13.4 Patents 5.4 (4.7) 0.7 5.5 (4.6) 0.9 Other 12.6 (8.5) 4.1 8.7 (8.7) — 229.8 (177.4) 52.4 211.1 (174.2) 36.9 Trademarks with indefinite lives 175.8 — 175.8 169.1 — 169.1 Total $ 405.6 $ (177.4) $ 228.2 $ 380.2 $ (174.2) $ 206.0 As of July 3, 2021, the net carrying value of intangible assets with determinable lives consisted of the following by reportable segment: $17.5 in Nutrition and Health and $34.9 in Precision Solutions. Trademarks with indefinite lives consisted of the following by reportable segment: $101.4 in Nutrition and Health and $74.4 in Precision Solutions. As of July 3, 2021, the gross carrying values of identifiable intangible assets acquired in connection with the UTG Mixing Group and Philadelphia Mixing acquisitions consummated during the first half of 2021 included customer relationships of $11.4, technology of $7.4, other intangibles with determinable lives of $5.1 (consisting of backlog and noncompete agreements), and trademarks of $6.4. See Note 3 for further discussion regarding the status of our estimates of the fair values of identifiable intangible assets as of July 3, 2021 related to these acquisitions. No intangible asset impairment charges were recorded during the six months ended July 3, 2021 or June 27, 2020. Other changes in the gross carrying values of trademarks and other identifiable intangible assets during the six months ended July 3, 2021 related to foreign currency translation. Tangible Long-Lived Asset Impairment Charges As discussed in Note 4 , asset impairment charges of $0.8 during the three months ended June 27, 2020 resulted from management's decision to consolidate and relocate the operations of a U.S. manufacturing facility within the Precision Solutions reportable segment to existing facilities in the U.S. as well as in our EMEA and Asia Pacific regions. Such charges related to the real property and, to a lesser extent, certain machinery and equipment of the facility. Charges for the six months ended June 27, 2020 include these charges as well as asset impairment charges of $1.9 incurred during the first quarter of 2020 which resulted from management's decision to discontinue a product line within the Precision Solutions reportable segment. Such charges related to certain machinery and equipment of the segment. No asset impairment charges were recorded during the three or six months ended July 3, 2021. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 6 Months Ended |
Jul. 03, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS SPX FLOW sponsors a number of defined benefit pension plans and a postretirement plan. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis. Components of Net Periodic Pension and Postretirement Benefit Expense Net periodic benefit expense for our foreign pension plans and our domestic pension and postretirement plans for the three and six months ended July 3, 2021 and June 27, 2020 included the following components: Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Three months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Service cost $ 0.2 0.2 $ — $ — $ 0.2 $ 0.2 Selling, general and administrative Interest cost — 0.1 0.1 — 0.1 0.1 Other income, net Total net periodic benefit expense $ 0.2 $ 0.3 $ 0.1 $ — $ 0.3 $ 0.3 Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Service cost $ 0.4 0.4 $ — $ — $ 0.4 $ 0.4 Selling, general and administrative Interest cost — 0.2 0.2 0.1 0.2 0.3 Other income, net Total net periodic benefit expense $ 0.4 $ 0.6 $ 0.2 $ 0.1 $ 0.6 $ 0.7 |
INDEBTEDNESS
INDEBTEDNESS | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
INDEBTEDNESS | INDEBTEDNESS Debt at July 3, 2021 and December 31, 2020 was comprised of the following: July 3, 2021 December 31, 2020 Term loan, due in June 2022 $ 100.0 $ 100.0 5.875% senior notes, due in August 2026 300.0 300.0 Other indebtedness (1) 16.0 13.0 Less: deferred financing fees (2) (2.8) (3.1) Total debt 413.2 409.9 Less: short-term debt 15.5 12.5 Less: current maturities of long-term debt 0.1 0.1 Total long-term debt $ 397.6 $ 397.3 (1) Primarily includes finance lease obligations of $0.5 and $0.5 and balances under a purchase card program of $15.3 and $12.5 as of July 3, 2021 and December 31, 2020, respectively. The purchase card program allows for payment beyond customary payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. (2) Deferred financing fees were comprised of fees related to the term loan and senior notes. A detailed description of our senior credit facilities and senior notes is included in our consolidated financial statements included in our 2020 Annual Report on Form 10-K. The interest rate of outstanding borrowings under our term loan, due June 2022, was approximately 1.5% at July 3, 2021 and December 31, 2020. At July 3, 2021, we had $494.7 of borrowing capacity under our revolving credit facilities after giving effect to $5.3 reserved for outstanding letters of credit. In addition, at July 3, 2021, we had $98.8 of available issuance capacity under our foreign credit instrument facilities after giving effect to $51.2 reserved for outstanding bank guarantees. In addition, we had $2.1 of bank guarantees outstanding under the senior credit facilities that, once satisfied, cannot be reissued. At July 3, 2021, in addition to the revolving lines of credit described above, we had approximately $6.0 of letters of credit outstanding under separate arrangements in China and India. Certain of our current and future debt and derivative financial instruments have, or in the future, could have interest rates that are tied to reference rates, such as LIBOR. The volatility and availability of such reference rates, including establishment of alternative reference rates, is out of our control. Changes to or the unavailability of such rates or the manner for calculation of such reference rates, could result in increases to the cost of our debt. At July 3, 2021, we were in compliance with all covenants of our senior credit facilities and senior notes. See Note 16 for information regarding certain subsequent events impacting the Company's indebtedness, including (i) our notification to bondholders of our irrevocable intent to redeem the full principal amount of our senior notes during the third quarter of 2021, and (ii) an amendment to our senior credit facilities executed during the third quarter of 2021. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 03, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS We manufacture and sell our products in a number of countries and, as a result, are exposed to movements in foreign currency ( “ FX ” ) exchange rates. Our objective is to preserve the economic value of non-functional currency-denominated cash flows and to minimize the impact of changes as a result of currency fluctuations. Our principal currency exposures relate to the Euro, Chinese Yuan and British Pound. We had FX forward contracts with an aggregate notional amount of $34.3 and $40.7 outstanding as of July 3, 2021 and December 31, 2020, respectively, with all such contracts scheduled to mature within one year. We also had FX embedded derivatives with an aggregate notional amount of $0.2 and $5.5 at July 3, 2021 and December 31, 2020, respectively, with all such contracts scheduled to mature within one year. There were no unrealized gains or losses recorded in accumulated other comprehensive loss related to FX forward contracts as of July 3, 2021 and December 31, 2020. The net losses recorded in “ Other income, net ” related to FX losses totaled $0.5 and $1.0 for the three months ended July 3, 2021 and June 27, 2020, respectively, and $0.6 and $1.8 for the six months then ended. We enter into arrangements designed to provide the right of setoff in the event of counterparty default or insolvency, and have elected to offset the fair values of our FX forward contracts in our condensed consolidated balance sheets. The gross fair values of our FX forward contracts and FX embedded derivatives, in aggregate, were $0.0 and $0.2 (gross assets) and $0.0 and $0.0 (gross liabilities) at July 3, 2021 and December 31, 2020, respectively. |
EQUITY AND STOCK-BASED COMPENSA
EQUITY AND STOCK-BASED COMPENSATION | 6 Months Ended |
Jul. 03, 2021 | |
Equity [Abstract] | |
EQUITY AND STOCK-BASED COMPENSATION | EQUITY AND STOCK-BASED COMPENSATION Income (Loss) Per Share The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income (loss) per share: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Weighted-average shares outstanding, basic 41.822 42.397 41.910 42.524 Dilutive effect of share-based awards 0.018 0.108 0.044 0.179 Weighted-average shares outstanding, dilutive (1) 41.840 42.505 41.954 42.703 (1) Unvested restricted stock shares/units not included in the computation of diluted income per share because required market thresholds for vesting (as discussed below) were not met, were 0.000 and 0.154 for the three months ended July 3, 2021 and June 27, 2020, respectively, and 0.000 and 0.123 for the six months then ended, respectively. Unvested restricted stock shares/units not included in the computation of diluted income per share because required internal performance thresholds for vesting (as discussed below) were not met, were 0.070 and 0.215 for the three months ended July 3, 2021 and June 27, 2020, respectively, and 0.070 and 0.193 for the six months then ended, respectively. Stock options outstanding excluded from the computation of diluted income per share because their exercise price was greater than the average market price of common shares were 0.342 for the three and six months ended June 27, 2020, respectively. No stock options outstanding were excluded from the computation of diluted income per share for the three and six months ended July 3, 2021. Stock-Based Compensation SPX FLOW stock-based compensation awards may be granted to certain eligible employees or non-employee directors under the SPX FLOW Stock Compensation Plan (the “Stock Plan”). Under the Stock Plan, up to 1.763 unissued shares of our common stock were available for future grant as of July 3, 2021. The Stock Plan permits the issuance of authorized but unissued shares or shares from treasury upon the vesting of restricted stock units, granting of restricted stock shares or exercise of stock options. Each restricted stock share, restricted stock unit and stock option granted reduces share availability under the Stock Plan by one share. Restricted stock shares or restricted stock units may be granted to certain eligible employees or non-employee directors in accordance with the Stock Plan and applicable award agreements. Subject to participants' continued service and other award terms and conditions, the restrictions lapse and awards generally vest over a period of time, generally three years (or one year for awards to non-employee directors). In some instances, such as death, disability, or retirement, awards may vest concurrently with or following an employee's termination. Approximately half of such restricted stock shares and restricted stock unit awards vest based on performance thresholds, while the remaining portion vest based on the passage of time since grant date. Eligible employees, including officers, were granted 2021 target performance awards, primarily during the three months ended April 3, 2021, that vest subject to attainment of certain performance vesting criteria. Such awards are generally subject to the employees’ continued employment during the three-year vesting period, and may be completely forfeited if the threshold performance criteria are not met. Vesting for the 2021 target performance awards is based on SPX FLOW shareholder return versus the performance of a composite group of companies, as established under the awards (the “ Composite Group ” ), over the three-year period from January 1, 2021 through December 31, 2023. In the event of vesting, the 2021 target performance awards based on shareholder return performance generally restrict the recipient from selling, transferring, pledging or assigning the underlying shares for a one-year period, ending December 31, 2024, other than for tax withholding. These target performance awards were issued as restricted stock units to eligible employees, including officers. In addition, certain eligible employees, including officers, were granted 2021 target performance awards primarily during the three months ended April 3, 2021 that vest subject to attainment of stated operating income margin threshold (as defined under the awards) measured at the conclusion of the measurement period ending December 31, 2023 (including eligible employees’ continued employment during the measurement period). These target performance awards were issued as restricted stock units to eligible employees, including officers. Eligible employees, including officers, also were granted 2021 awards, primarily during the three months ended April 3, 2021, that vest ratably over three years, subject to the passage of time and the employees’ continued employment during such period. In some instances, such as death, disability, or retirement, awards may vest concurrently with or following an employee's termination. These awards were issued as restricted stock units to eligible employees, including officers. In accordance with terms of the Sale Agreement entered into with the Buyer, all awards granted to SPX FLOW employees who became employees of the Buyer upon closing of the Transaction on March 30, 2020, and that vest subject to the passage of time and the employees’ continued employment that would have otherwise vested within the twelve-month period following the closing date of the Transaction, vested as of March 30, 2020. Target performance awards granted in 2017 to such employees that vest subject to (i) SPX FLOW shareholder return versus the Composite Group or (ii) attainment of stated improvements in the three-year average annual return on invested capital, vested according to the terms of the underlying award agreements (including continued employment during the measurement period). All other outstanding share-based awards to SPX FLOW employees who became employees of the Buyer that did not vest under these conditions, were forfeited as of March 30, 2020. Restricted stock unit awards granted to eligible employees, including officers, primarily during the three months ended April 3, 2021, include early retirement provisions which permit recipients to be eligible for vesting generally upon reaching the age of 60 and completing ten years of service (and, if applicable, subject to the attainment of performance measures). Restricted stock units that do not vest within the applicable vesting period are forfeited. Stock options may be granted to eligible employees in the form of incentive stock options or nonqualified stock options. The option price per share may be no less than the fair market value of our common stock at the close of business on the date of grant. Upon exercise, the employee has the option to surrender previously owned shares at current value in payment of the exercise price and/or for withholding tax obligations. The recognition of compensation expense for share-based awards is based on their grant-date fair values. The fair value of each award is amortized over the lesser of the award's requisite or derived service period, which is generally up to three years as noted above. For the three and six months ended July 3, 2021 and June 27, 2020, we recognized compensation expense related to share-based programs in “Selling, general and administrative” expense in the accompanying condensed consolidated statements of operations as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Stock-based compensation expense - continuing and discontinued operations $ 3.0 $ 3.8 5.8 7.8 Less: stock-based compensation expense recognized in discontinued operations — — — 0.8 Stock-based compensation expense recognized in continuing operations 3.0 3.8 5.8 7.0 Income tax benefit (0.6) (0.8) (1.0) (1.6) Stock-based compensation expense, net of income tax benefit $ 2.4 $ 3.0 $ 4.8 $ 5.4 Restricted Stock Unit Awards The Monte Carlo simulation model valuation technique was used to determine the fair value of our 2021 restricted stock units that contain a “market condition.” The Monte Carlo simulation model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the award and calculates the fair value of each restricted stock unit award. The valuation of such 2021 awards also reflects an illiquidity discount of 14.6%, determined utilizing the Chafee model valuation technique, and related to the one-year period that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting and as discussed above. The following table summarizes the unvested restricted stock share and restricted stock unit activity for the six months ended July 3, 2021: Unvested Restricted Stock Shares and Restricted Stock Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2020 0.931 $37.03 Granted 0.322 66.99 Vested (0.292) 39.61 Forfeited and other (0.154) 43.40 Outstanding at July 3, 2021 0.807 $46.84 As of July 3, 2021, there was $27.8 of unrecognized compensation cost related to restricted stock share and restricted stock unit compensation arrangements. We expect this cost to be recognized over a weighted-average period of 2.1 years. Stock Options There were 0.016 and 0.301 of SPX FLOW stock options outstanding as of July 3, 2021 and December 31, 2020, respectively, all of which were exercisable as of July 3, 2021 and December 31, 2020. The decrease in the first six months of 2021 was due to stock options exercised during the period. The weighted-average exercise price per share of the stock options is $61.29 and the weighted-average grant-date fair value per share is $19.33. The term of these options expires on January 2, 2025 (subject to earlier expiration upon a recipient's termination of service as provided under the awards). There was no unrecognized compensation cost related to these stock options as of July 3, 2021. Accumulated Other Comprehensive Loss Substantially all of accumulated other comprehensive loss (“AOCL”) as of July 3, 2021 and December 31, 2020 was foreign currency translation adjustment. See the condensed consolidated statements of comprehensive income (loss) for changes in AOCL for the three and six months ended July 3, 2021 and June 27, 2020, and Note 3 for further discussion regarding amounts reclassified out of AOCL during the three and six months ended June 27, 2020 in connection with the disposition of the Disposal Group. Common Stock in Treasury During the six months ended July 3, 2021 and June 27, 2020, “Common stock in treasury” was increased by $6.2 and $6.9, respectively, for common stock that was surrendered by recipients of restricted stock as a means of funding the related applicable income tax withholding requirements. During the three and six months ended July 3, 2021, we repurchased 0.373 and 0.531 shares of our common stock for cash consideration of $24.6 and $34.5, respectively, in accordance with a share repurchase program authorized by our Board of Directors for the purchase of up to $150.0 shares of our common stock on or before December 31, 2021. As of July 3, 2021, there remained approximately $95.6 in shares available to be purchased by the Company under the share repurchase program. Dividends On March 10, 2021, we announced the declaration of a quarterly dividend on our common stock of $0.09 per share, paid on April 14, 2021 to stockholders of record as of the close of business on March 24, 2021. On June 17, 2021, we announced the declaration of a quarterly dividend on our common stock of $0.09 per share, paid on July 14, 2021 to stockholders of record as of the close of business on June 30, 2021. The accrual of the dividend payable of $3.8 is reflected in "Accrued expenses" in our accompanying condensed consolidated balance sheet as of July 3, 2021. Noncontrolling Interests During the second quarter of 2021, the Company executed an agreement with noncontrolling interest shareholders in a joint venture wherein the Company acquired all outstanding noncontrolling shares for $0.6 in cash. The noncontrolling interest was reduced by the consideration paid for these shares during the three months ended July 3, 2021. |
LITIGATION, CONTINGENT LIABILIT
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS | 6 Months Ended |
Jul. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS | LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS Various claims, complaints and proceedings arising in the ordinary course of business, including those relating to litigation matters (e.g., class actions, derivative lawsuits and contracts, intellectual property and competitive claims, and claims to certain indemnification obligations arising from previous acquisitions/dispositions), have been filed or are pending against us and certain of our subsidiaries. We believe these matters are either without merit or of a kind that should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows. We are subject to domestic and international environmental protection laws and regulations with respect to our business operations and are operating in compliance with, or taking action aimed at ensuring compliance with, these laws and regulations. We believe our compliance obligations with environmental protection laws and regulations should not have a material effect, individually or in the aggregate, on our financial position, results of operations or cash flows. Mezzanine Equity Independent noncontrolling shareholders in certain foreign subsidiaries of the Company have put options under their respective joint venture operating agreements that allow them to sell their common stock to the controlling shareholders (wholly-owned subsidiaries of SPX FLOW) upon the satisfaction of certain conditions, including the passage of time. The respective carrying values presented in “ Mezzanine equity ” of our condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020 are stated at the current exercise value of the put options, irrespective of whether the options are currently exercisable. To the extent the noncontrolling interests' put option price is correlated with the estimated fair value of the subsidiary, we have used the market method to estimate such fair values. This represents a Level 3 fair value measurement as described in Note 15 . During the first quarter of 2020, the noncontrolling interest shareholder of a joint venture exercised certain put options and, during the third quarter of 2020, the Company and such shareholder reached an agreement for the Company to purchase all noncontrolling interest shares in that joint venture at an agreed-upon price. In accordance with the agreement, we paid $15.0 during the year ended December 31, 2020 to purchase the shares. In connection with the share purchase of $15.0, we reduced “Noncontrolling interests” by $7.7 to reflect the reduction in the noncontrolling shareholder’s cumulative carrying value of ownership interest in the joint venture during 2020, with the remainder of the purchase price paid reflected as a reduction of “Paid-in capital”. In addition, as a result of the share purchase during the year ended December 31, 2020, we reflected the settlement of the related put options during the year as a reduction of “Mezzanine equity” of $15.0, with an increase of “Paid-in capital”. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jul. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Unrecognized Tax Benefits As of July 3, 2021, we had gross unrecognized tax benefits of $17.0 (net unrecognized tax benefits of $16.1), of which $11.0, if recognized, would impact our effective tax rate from continuing operations. We classify interest and penalties related to unrecognized tax benefits as a component of our income tax provision. As of July 3, 2021, gross accrued interest totaled $1.1 (net accrued interest of $1.0), and there was no accrual for penalties included in our unrecognized tax benefits. Based on the outcome of certain examinations or as a result of the expiration of statutes of limitations for certain jurisdictions, we believe that within the next 12 months it is reasonably possible that our previously unrecognized tax benefits could decrease by $0.5 to $1.0. The previously unrecognized tax benefits relate to transfer pricing matters. The unrecognized tax benefits described above represent amounts that were included in tax returns filed by the Company. Historically, a portion of the Company's operations were included in tax returns filed by SPX Corporation (the “ former Parent ” ) or its subsidiaries that were not part of our spin-off from the former Parent effected on September 26, 2015 (the “ Spin-Off ” ). As a result, some uncertain tax positions related to the Company's operations resulted in unrecognized tax benefits that are now potential obligations of the former Parent or its subsidiaries that were part of the Spin-Off. In addition, some of the Company's tax returns included the operations of the former Parent's subsidiaries that were not part of the Spin-Off. In certain of these cases, these subsidiaries' activities gave rise to unrecognized tax benefits for which the Company could be potentially liable. When required under the Income Taxes Topic of the Codification, we have recorded a liability for these uncertain tax positions within our condensed consolidated balance sheets. Other Tax Matters During the three months ended July 3, 2021, we recorded an income tax provision of $14.7 on $26.3 of pre-tax income, resulting in an effective tax rate of 55.9%. This compares to an income tax provision for the three months ended June 27, 2020 of $3.9 on $10.6 of pre-tax income, resulting in an effective tax rate of 36.8%. The effective tax rate for the second quarter of 2021 was impacted by income tax charges of (i) $4.5 resulting from the disallowance of tax year 2020 interest deductions pursuant to the German Act Implementing the EU Anti-Tax Avoidance Directive, enacted June 30, 2021, (ii) $1.8 resulting from losses occurring in the quarter in certain jurisdictions where the benefit of those losses is not expected to be realized, and (iii) $1.0 related to transfer pricing adjustments. The effective tax rate for the second quarter of 2020 was impacted by income tax charges of (i) $6.0 resulting from losses occurring in the quarter in certain jurisdictions where the tax benefit of those losses is not expected to be realized and (ii) $1.6 related to the change in valuation allowance related to certain jurisdictions where the benefit of losses are no longer expected to be realized, which were partially offset by an income tax benefit of $7.2 resulting from adjustments to the deemed repatriation tax and certain additional foreign credits from the recharacterization of a prior outbound transfer of an affiliate to non-U.S. entities. During the six months ended July 3, 2021, we recorded an income tax provision of $23.0 on $53.6 of pre-tax income, resulting in an effective tax rate of 42.9%. This compares to an income tax provision for the six months ended June 27, 2020 of $3.0 on $9.6 of pre-tax income, resulting in an effective tax rate of 31.3%. The effective tax rate for the first six months of 2021 was impacted by income tax charges of (i) $4.5 resulting from the disallowance of tax year 2020 interest deductions pursuant to the German Act Implementing the EU Anti-Tax Avoidance Directive, enacted June 30, 2021, (ii) $3.5 resulting from losses occurring in the first six months of 2021 in certain jurisdictions where the tax benefit of those losses is not expected to be realized, and (iii) $1.0 related to transfer pricing adjustments. The effective tax rate for the first six months of 2020 was impacted by income tax benefits of (i) $7.2 resulting from adjustments to the deemed repatriation tax and certain additional foreign credits from the recharacterization of a prior outbound transfer of an affiliate to non-U.S. entities and (ii) $1.2 resulting from tax return adjustments for certain of the Company’s subsidiaries, which were partially offset by income tax charges of (i) $6.6 resulting from losses occurring in the first six months of 2020 in certain jurisdictions where the tax benefit of those losses is not expected to be realized and (ii) $1.6 related to the change in valuation allowance related to certain jurisdictions where the benefit of losses are no longer expected to be realized. We review our income tax positions on a continuous basis and record unrecognized tax benefits for potential uncertain positions when we determine that an uncertain position meets the criteria of the Income Taxes Topic of the Codification. As events change and resolutions occur, adjustments are made to amounts previously provided, such as in the case of audit settlements with taxing authorities. In connection with the Spin-Off, we and the former Parent entered into a Tax Matters Agreement which, among other matters, addresses the allocation of certain tax adjustments that might arise upon examination of the 2013, 2014 and the pre-Spin-Off portion of the 2015 federal income tax returns of the former Parent. The audit of the federal income tax returns for 2013, 2014 and the pre-Spin-Off portion of 2015 has now been concluded with an immaterial adjustment to the amounts previously reserved. We have various non-U.S. income tax returns under examination. The most significant of these is the examination in Germany for the 2010 through 2014 tax years. We expect this examination will conclude in 2021. We believe that any uncertain tax positions related to these examinations have been appropriately reflected as unrecognized tax benefits. As discussed in Note 3 , the Sale Agreement with the Buyer of the Company’s Disposal Group includes certain indemnification obligations which we believe are customary for transactions of this nature, including for certain tax obligations, to the extent such obligations relate to fiscal periods prior to the closing date and exceed amounts which are provided for in the balance sheet of the Disposal Group at closing. An unfavorable resolution of one or more of the above matters could have a material adverse effect on our results of operations or cash flows in the quarter and year in which an adjustment is recorded or the tax is due or paid. As audits and examinations are still in process or we have not yet reached the final stages of the appeals process, the timing of the ultimate resolution and any payments that may be required for the above matters cannot be determined at this time. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. Preference is given to observable inputs. These two types of inputs create the following fair value hierarchy: • Level 1 — Quoted prices for identical instruments in active markets. • Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level 3 — Significant inputs to the valuation model are unobservable. There were no changes during the periods presented to the valuation techniques we use to measure asset and liability fair values on a recurring basis. There were no transfers between the three levels of the fair value hierarchy during the periods presented. The following section describes the valuation methodologies we use to measure different financial instruments at fair value on a recurring basis. Derivative Financial Instruments Our derivative financial assets and liabilities include FX forward contracts and FX embedded derivatives, valued using valuation models based on observable market inputs such as forward rates, interest rates, our own credit risk and the credit risk of our counterparties, which comprise investment-grade financial institutions. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the valuation hierarchy. We have not made any adjustments to the inputs obtained from the independent sources. Based on our continued ability to enter into forward contracts, we consider the markets for our fair value instruments active. We primarily use the income approach, which uses valuation techniques to convert future amounts to a single present amount. As of July 3, 2021 and December 31, 2020, the gross fair values of our derivative financial assets and liabilities, in aggregate, were $0.0 and $0.2 (gross assets) and $0.0 and $0.0 (gross liabilities), respectively. As of July 3, 2021, there had been no significant impact to the fair value of our derivative liabilities due to our own credit risk as the related instruments are collateralized under our senior credit facilities. Similarly, there had been no significant impact to the fair value of our derivative assets based on our evaluation of our counterparties’ credit risks. Equity Security Investment We hold an investment in an equity security which is reflected at its net asset value in "Other assets" in our condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020 and the change in our investment, based on the equity security's most recently determined net asset value, is reflected in "Other income, net" in our condensed consolidated statements of operations. The net asset value of our investment, utilizing a practical expedient under relevant accounting guidance, is based on our ownership percentage of approximately 19.7% and 18.9% at July 3, 2021 and December 31, 2020, respectively, applied to the equity security’s most recently determined net asset value. During the three and six months ended July 3, 2021, we recorded a gain of $2.1 and $7.5, respectively, to “Other income, net” in our accompanying condensed consolidated statements of operations to reflect an increase in the estimated fair value of the equity security. As of July 3, 2021 and December 31, 2020, the equity security had an estimated fair value of $34.4 and $26.9, respectively. We are restricted from transferring this investment without approval of the manager of the investee. During the three and six months ended June 27, 2020, we recorded a gain of $5.3 to "Other income, net" in our accompanying condensed consolidated statements of operations to reflect an increase in the estimated fair value of the equity security. The COVID-19 pandemic has had an adverse impact on global economic conditions. A prolonged adverse impact of the COVID-19 pandemic could result in a decline in the equity security’s estimated fair value and, thus, a resulting charge to earnings in a future period. Mezzanine Equity To the extent the noncontrolling interests' put option price is correlated with the estimated fair value of the subsidiary, we use the market method to estimate the fair values of noncontrolling interest put options reported in “ Mezzanine equity ” using unobservable inputs (Level 3) on a recurring basis. Changes to the noncontrolling interest put option value are reflected as adjustments to “ Mezzanine equity ” and “Paid-In Capital.” Refer to Note 13 for further discussion. Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets Certain of our non-financial assets are subject to impairment analysis, including long-lived assets, indefinite-lived intangible assets and goodwill. We review the carrying amounts of such assets whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable or at least annually for indefinite-lived intangible assets and goodwill. Any resulting impairment would require that the asset be recorded at its fair value. During the three and six months ended June 27, 2020, the Company recorded pre-tax losses of $2.0 and $10.5 respectively, to reduce the carrying value of the net assets of its Disposal Group, including relevant foreign currency translation adjustment balances, to the net proceeds expected to be realized upon finalization of the purchase price with the Buyer (see Note 3 for further details regarding the Sale Agreement). The fair value of the Company’s Disposal Group reflected terms of the Sale Agreement with the Buyer as noted above and, as such, was valued using unobservable inputs (Level 3). At July 3, 2021, no other significant non-financial assets or liabilities of the Company were required to be measured at fair value on a recurring or non-recurring basis. See Note 3 for further information regarding the losses on Disposal Group recognized during the three and six months ended June 27, 2020, and Note 8 for further information regarding goodwill and indefinite-lived intangible assets, and the Company’s consideration of the effects of the COVID-19 pandemic on its evaluation of the carrying values of such long-lived assets as of July 3, 2021. Acquisitions For the POSI-LOCK acquisition, closed during the third quarter of 2020, the purchase price of $10.0 has been allocated to the assets acquired and liabilities assumed based on expert valuations and management’s estimates of their fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as "Goodwill" in the accompanying condensed consolidated balance sheets as of July 3, 2021 and December 31, 2020. For the UTG Mixing Group acquisition, closed during the first quarter of 2021, the purchase price of $38.0 net of cash acquired of $2.9, has been allocated to the assets acquired and liabilities assumed based on expert valuations and management's estimates of their fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as "Goodwill" in the accompanying condensed consolidated balance sheet as of July 3, 2021. For the Philadelphia Mixing acquisition, closed during the second quarter of 2021, the purchase price of $64.6, net of cash acquired of $1.6, has been allocated to the assets acquired and liabilities assumed based on management’s preliminary estimates of their fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as "Goodwill" in the accompanying condensed consolidated balance sheet as of July 3, 2021. The estimates of fair values recognized as of July 3, 2021 are preliminary management estimates and are subject to change when such estimates are finalized. Indebtedness and Other The estimated fair values of other financial liabilities (excluding finance leases and deferred financing fees) not measured at fair value on a recurring basis as of July 3, 2021 and December 31, 2020 were as follows: July 3, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 100.0 $ 100.0 $ 100.0 $ 100.0 5.875% senior notes (1) 300.0 309.8 300.0 313.5 Other indebtedness 15.5 15.5 12.5 12.5 (1) Carrying amount reflected herein excludes related deferred financing fees. The following methods and assumptions were used in estimating the fair value of these financial instruments: • The fair values of the senior notes were determined using Level 2 inputs within the fair value hierarchy and were based on quoted market prices for the same or similar instruments or on current rates offered to us for debt with similar maturities, subordination and credit default expectations. • The fair value of amounts outstanding under our term loan approximated carrying value due primarily to the variable-rate nature and credit spread of this instrument, when compared to other similar instruments. • The fair values of other indebtedness approximated carrying value due primarily to the short-term nature of these instruments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jul. 03, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Amendment and Restatement of Senior Credit Facilities On August 3, 2021 (the “Effective Date”), the Company amended and restated its senior credit facilities (which were previously amended and restated on June 27, 2019) with a syndicate of lenders, which provides for committed senior secured financing in an aggregate amount of $960.5, consisting of the following: • a domestic revolving credit facility, available for loans and letters of credit, in an aggregate principal amount up to $189.1, with a final maturity of August 3, 2026; • a global revolving credit facility, available for loans in Euros, Sterling, and other currencies, in an aggregate principal amount up to the equivalent of $283.6, with a final maturity of August 3, 2026; • a bilateral foreign credit instrument facility, available for performance letters of credit and guarantees in Euros, Sterling, and other currencies, in an aggregate principal amount up to the equivalent of $110.5, with a final maturity of August 3, 2026; • a new term loan facility in an aggregate principal amount of $100.0, with a final maturity of August 3, 2026; and • a delayed draw term loan facility in an aggregate principal amount of $277.3, with a final maturity of August 3, 2026. We also may seek additional commitments, without consent from the existing lenders, to add an incremental term loan facility, increase the commitments in respect of the domestic revolving credit facility, the global revolving credit facility, and/or the bilateral foreign credit instrument facility and/or incur certain other equivalent indebtedness by an aggregate principal amount not to exceed (x) the greater of (i) $275.0 and (ii) an amount equal to 100% of consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date plus (y) an unlimited amount so long as, immediately after giving effect thereto, our Consolidated Senior Secured Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings, or analogous instruments and net of cash and cash equivalents) at the date of determination secured by liens to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date) does not exceed 2.75:1.00 plus (z) an amount equal to all voluntary prepayments of the term loan facility and the delayed draw term loan facility and voluntary prepayments accompanied by permanent commitment reductions of the domestic revolving credit facility, the global revolving credit facility, and the bilateral foreign credit instrument facility. The Company is the borrower under all of the senior credit facilities, and the Company may designate certain of its foreign subsidiaries to be co-borrowers under the global revolving credit facility and the bilateral foreign credit instrument facility. All borrowings and other extensions of credit under our senior credit facilities are subject to the satisfaction of customary conditions, including absence of defaults and accuracy in material respects of representations and warranties. The letters of credit under the domestic revolving credit facility are stand-by letters of credit requested by the Company on behalf of itself or any of its subsidiaries or certain joint ventures. The bilateral foreign credit instrument facility is used to issue foreign credit instruments, including bank undertakings to support our foreign operations. The interest rates applicable to loans under our senior credit facilities are, at our option, equal to either (x) an alternate base rate (the highest of (a) the effective federal funds rate plus 0.5%, (b) the “prime rate” of Bank of America, N.A., and (c) the one-month LIBOR rate plus 1.0%), (y) a reserve-adjusted LIBOR rate for dollars (“Eurodollar”), or (z) certain alternative currency floating rates, plus, in each case, an applicable margin percentage, which varies based on our Consolidated Leverage Ratio (as defined in the credit agreement generally as the ratio of consolidated total debt (excluding the face amount of undrawn letters of credit, bank undertakings or analogous instruments and net of cash and cash equivalents) at the date of determination to consolidated adjusted EBITDA for the four fiscal quarters ended most recently before such date). We may elect interest periods of one, three, or six months (and, if consented to by all relevant lenders, twelve months or less) for Eurodollar rate borrowings and certain alternative currency rate borrowings. The per annum fees charged and the interest rate margins applicable to the loans are as follows: Consolidated Leverage Ratio Revolving Credit Facilities Commitment Fee Financial Letter of Credit Fee FCI Commitment Fee FCI Fee and Non-Financial Letter of Credit Fee Eurodollar / Alternative Currency Loans ABR Loans Greater than or equal to 3.00 to 1.0 0.275% 1.750% 0.275% 1.050% 1.750% 0.750% Less than 3.00 to 1.0 but greater than or equal to 2.00 to 1.0 0.250% 1.500% 0.250% 0.900% 1.500% 0.500% Less than 2.00 to 1.0 but greater than or equal to 1.50 to 1.0 0.225% 1.375% 0.225% 0.825% 1.375% 0.375% Less than 1.50 to 1.0 0.200% 1.250% 0.200% 0.750% 1.250% 0.250% The fees for bilateral foreign credit commitments are as specified above for foreign credit instrument commitments unless otherwise agreed with the bilateral foreign issuing lender. We also pay fronting fees on the outstanding amounts of financial letters of credit at the rate of 0.125% per annum and non-financial letters of credit at the rate of 0.250% per annum. Our senior credit facilities require mandatory prepayments in amounts equal to the net proceeds from the sale or other disposition of, including from any casualty to, or governmental taking of, property in excess of specified values (other than in the ordinary course of business and subject to other exceptions) by the Company or its subsidiaries. Mandatory prepayments will be applied to repay, first, amounts outstanding under any term loans (including delayed draw term loans) and, then, amounts outstanding under the global revolving credit facility and the domestic revolving credit facility (without reducing the commitments thereunder). No prepayment is required generally to the extent the net proceeds are reinvested (or committed to be reinvested) in permitted acquisitions, permitted investments or assets to be used in our business within 360 days (and if committed to be reinvested, actually reinvested within 180 days after the end of such 360-day period) of the receipt of such proceeds. We may voluntarily prepay loans under our senior credit facilities, in whole or in part, without premium or penalty. Any voluntary prepayment of loans will be subject to reimbursement of the lenders’ breakage costs in the case of a prepayment of Eurodollar rate or alternative currency term rate borrowings other than on the last day of the relevant interest period. Indebtedness under our senior credit facilities is guaranteed by: • each existing and subsequently acquired or organized domestic material subsidiary of the Company (with certain exceptions); and • solely with respect to the obligations of our foreign borrower subsidiaries under the global revolving credit facility and the bilateral foreign credit instrument facility, the Company. Indebtedness under our senior credit facilities is secured by (i) a first priority pledge and security interest in 100% of the capital stock of our domestic subsidiaries (with certain exceptions) held by the Company or the domestic subsidiary guarantors and 65% of the capital stock of our material first-tier foreign subsidiaries (with certain exceptions), (ii) first priority security interests and other liens on substantially all of the personal property of the Company and its domestic subsidiary guarantors (with certain exceptions), and (iii) a lien on our corporate headquarters. If the Company’s corporate credit rating is “Baa3” or better by Moody’s or “BBB-” or better by S&P and no defaults exist or would result therefrom, then all collateral security will be released and the indebtedness under our senior credit facilities will be unsecured. Our senior credit facilities require that the Company maintains: • a Consolidated Interest Coverage Ratio (as defined in the credit agreement generally as the ratio of consolidated adjusted EBITDA for the four fiscal quarters ended on such date to consolidated cash interest expense for such period) as of the last day of any fiscal quarter of at least 3.00 to 1.00; and • a Consolidated Leverage Ratio as of the last day of any fiscal quarter of not more than 4.00 to 1.00. Our senior credit facilities also contain covenants that, among other things, restrict our ability to incur additional indebtedness, grant liens, make investments, loans, guarantees, or advances, make restricted junior payments, including dividends, redemptions of capital stock, and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. Our senior credit facilities contain customary representations, warranties, affirmative covenants and events of default. We are permitted under our senior credit facilities to repurchase our capital stock and pay cash dividends in an unlimited amount if our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) less than 2.50 to 1.00. If our Consolidated Leverage Ratio is (after giving pro forma effect to such payments) greater than or equal to 2.50 to 1.00, the aggregate amount of such repurchases and dividend declarations cannot exceed (A) $100.0 in any fiscal year plus (B) an additional amount for all such repurchases and dividend declarations made after the Effective Date equal to the sum of (i) $300.0 plus (ii) a positive amount equal to 50% of cumulative Consolidated Net Income (as defined in the credit agreement generally as consolidated net income subject to certain adjustments solely for the purposes of determining this basket) during the period from the Effective Date to the end of the most recent fiscal quarter preceding the date of such repurchase or dividend declaration for which financial statements have been (or were required to be) delivered (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit) plus (iii) certain other amounts. The proceeds of the initial borrowing were used in part to repay the term loan outstanding under our senior credit facility which was in effect as of July 3, 2021 (the "Former Senior Credit Facility"). In connection with entering into the amended and restated senior credit facility in August 2021, we expect to record a pre-tax charge as a "Loss on Early Extinguishment of Debt" during our third quarter of 2021, which we expect to include primarily the write-off of certain unamortized deferred financing fees resulting from the extinguishment of the term loan and other facilities of the Former Senior Credit Facility. Redemption of 2026 Notes On August 3, 2021, the Company issued an irrevocable notice of redemption (the “Notice”) with respect to its 5.875% Senior Notes due 2026 (the “2026 Notes”). Pursuant to the Notice, the Company gave holders of the 2026 Notes notice that it will redeem all of the outstanding 2026 Notes on September 2, 2021 (the “Redemption Date”). The 2026 Notes, which have an outstanding principal balance of $300.0, will be redeemed in full pursuant to the redemption provisions of the indenture governing the 2026 Notes for a redemption price equal to 102.938% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the Redemption Date. The Company plans to fund the redemption with the proceeds of the delayed draw term loan under the senior credit facilities and other available cash. In connection with the redemption of the 2026 Notes, we expect to record a pre-tax charge as a "Loss on Early Extinguishment of Debt" during our third quarter of 2021, which we expect to include primarily premiums incurred to redeem the 2026 Notes and, to a lesser extent, the write-off of unamortized deferred financing fees. Sale of a Product Line On July 30, 2021, we completed the sale of the primary assets of a product line to a third-party buyer for cash proceeds of $8.0. Revenues associated with this product line were less than $4.0 in 2020, and the results of this product line are included in our Precision Solutions reportable segment. In connection with the sale, we expect to record a pre-tax gain as a component of “Other income (expense), net” during our third quarter of 2021. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | We prepared the condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules and regulations, certain footnotes or other financial information normally required by accounting principles generally accepted in the United States (“GAAP”) can be condensed or omitted. The financial statements represent our accounts after the elimination of intercompany transactions and, in our opinion, include the adjustments (consisting only of normal and recurring items) necessary for their fair presentation. We experienced the adverse impacts of the novel coronavirus pandemic (“COVID-19” or the “COVID-19 pandemic”) beginning in the first quarter of 2020 and these adverse impacts are expected to continue, to a lesser degree, in future quarters of 2021, and possibly longer. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets or a material change in the estimate of any contingent amounts recorded in our condensed consolidated balance sheet as of July 3, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic, which could result in an adverse material change in a future period to the estimates we have made related to the valuation of assets and contingent amounts, which could result in the impairment of certain assets or the recognition of costs due to increases in contingent amounts. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements contained in our 2020 Annual Report on Form 10-K. Interim results are not necessarily indicative of full year results and the condensed consolidated financial statements may not be indicative of the Company’s future performance. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends on December 31. The interim closing dates for the first, second and third quarters of 2021 are April 3, July 3, and October 2, compared to the respective March 28, June 27, and September 26, 2020 dates. We had five more days in the first quarter of 2021 and will have six fewer days in the fourth quarter of 2021 than in the respective 2020 periods. |
New Accounting Pronouncements | The following is a summary of new accounting pronouncements that apply or may apply to our business. In December 2019, the Financial Accounting Standards Board (the "FASB") issued an amendment to simplify the accounting for income taxes by, among other matters, eliminating certain existing exceptions related to the general approach in Accounting Standards Codification ("ASC") 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for the step-up in the tax basis of goodwill. The transition requirements are primarily prospective and the effective date is for interim and annual reporting periods beginning after December 15, 2020. The adoption of this amendment by the Company on January 1, 2021 did not have a significant impact on our condensed consolidated financial statements. |
BUSINESS ACQUISITIONS, DISPOS_2
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | A summary of the purchase price paid for UTG Mixing Group and Philadelphia Mixing follows: UTG Mixing Group Philadelphia Mixing Assets acquired: Current assets, including cash and equivalents of $2.9 and $1.6, respectively $ 9.7 $ 21.8 Property, plant and equipment 2.5 5.4 Goodwill 23.4 33.7 Intangibles 14.3 16.0 Other assets 1.6 2.9 Total assets acquired 51.5 79.8 Liabilities assumed: Current liabilities assumed (5.4) (10.9) Long-term liabilities assumed (5.2) (2.7) Total liabilities assumed (10.6) (13.6) Net assets acquired $ 40.9 $ 66.2 |
Schedule of Pro Forma Information | The following pro forma financial information presents the combined results of operations of the Company, UTG Mixing Group and Philadelphia Mixing for the three and six months ended July 3, 2021 and June 27, 2020 as if the acquisitions had been completed on January 1, 2020. The pro forma financial information is not necessarily indicative of what the financial results would have been had the acquisitions been completed on this date. In addition, the pro forma financial information is not indicative of, nor does it purport to project, the Company's future financial results. The pro forma financial information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisitions. Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues $ 388.8 $ 323.9 $ 764.3 $ 625.0 Income (loss) from continuing operations before income taxes 20.4 8.6 45.3 (1.2) Income (loss) from continuing operations, net of tax 6.9 5.3 24.0 (2.0) |
Income (Loss) from Discontinued Operations | Losses from discontinued operations for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues $ — $ 0.7 $ — $ 111.4 Cost of products sold (1) — 0.5 — 75.8 Gross profit — 0.2 — 35.6 Selling, general and administrative (1) 0.3 0.8 0.3 31.5 Loss on Disposal Group (2) — 2.0 0.4 10.5 Restructuring and other related charges — — — 0.3 Operating loss (0.3) (2.6) (0.7) (6.7) Other expense, net — — — (0.3) Interest expense, net (3) — — — (1.6) Loss from discontinued operations before income taxes (0.3) (2.6) (0.7) (8.6) Income tax provision (4) (0.3) (29.0) (0.2) (28.1) Loss from discontinued operations, net of tax (0.6) (31.6) (0.9) (36.7) Less: Loss attributable to noncontrolling interests — — — (0.1) Loss from discontinued operations, net of tax and noncontrolling interests $ (0.6) $ (31.6) $ (0.9) $ (36.6) (1) During the three and six months ended June 27, 2020, there was no depreciation of property, plant and equipment or amortization of intangible assets, related to our discontinued operations, as the assets of the Disposal Group were classified as held-for-sale for the period. (2) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the three and six months ended June 27, 2020. (3) In addition to any business-specific interest expense and income, the interest expense, net, of discontinued operations reflects an allocation of interest expense, including the amortization of deferred financing fees, related to the Company’s senior notes, senior credit facilities and former trade receivables financing arrangement. Interest expense related to such debt instruments and allocated to discontinued operations was $1.6 for the six months ended June 27, 2020. The allocation of the Company’s interest expense of these debt instruments was determined based on the proportional amount of average net assets of the discontinued operations to the Company’s average net assets during each period, with the Company’s average net assets determined excluding the average outstanding borrowings under such debt instruments during each period. (4) During the three and six months ended July 3, 2021, we recorded an income tax provision of $0.3 and $0.2, respectively, on $0.3 and $0.7 of pre-tax loss from discontinued operations. This compares to an income tax provision for the three and six months ended June 27, 2020 of $29.0 and $28.1, respectively, on $2.6 and $8.6 of pre-tax loss from discontinued operations. Among other items, the income tax provision for the three months ended June 27, 2020 was impacted by income tax charges of (i) $32.1 composed of U.S. tax expense on the tax gain on sale of Disposal Group entities sold by the U.S. parent and (ii) $1.6 in reduction of the benefit to be realized through the disposition of held-for-sale assets, which were partially offset by an income tax benefit of $4.9 related to a loss for global intangible low-taxed income purposes on the sale of certain non-U.S. entities. The significant non-U.S. sales of Disposal Group entities were in locations where local law did not require any gain to be taxed or permit any loss to result in a future benefit. In addition to these, the income tax provision for the six months ended June 27, 2020 also included the effect from the first quarter of 2020 that the majority of the pre-tax loss on Disposal Group was not deductible in the various jurisdictions where the sale of the Disposal Group was to be recognized. As such, only $1.2 of tax benefit was recognized on the $8.6 pre-tax loss on Disposal Group. The following table summarizes the significant non-cash operating items and capital expenditures reflected in cash flows of discontinued operations for the six months ended July 3, 2021 and June 27, 2020: Six months ended July 3, 2021 June 27, 2020 Loss on Disposal Group (1) $ 0.4 $ 10.5 Capital expenditures — (5.5) Proceeds on disposition of Disposal Group (2) — 398.9 (1) See previous paragraphs for further discussion regarding the loss on Disposal Group recognized during the six months ended June 27, 2020. |
INFORMATION ON REPORTABLE SEG_2
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
Schedule of financial data for reportable segments | Financial data for our reportable segments for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues: Nutrition and Health $ 168.3 $ 144.7 $ 339.9 $ 282.5 Precision Solutions 213.3 163.4 405.5 315.1 Total revenues $ 381.6 $ 308.1 $ 745.4 $ 597.6 Income: Nutrition and Health $ 26.4 $ 19.1 $ 55.0 $ 38.5 Precision Solutions 23.6 19.9 45.0 29.3 Total income for reportable segments 50.0 39.0 100.0 67.8 Corporate expense 16.6 19.0 31.3 34.5 Pension and postretirement service costs 0.2 0.2 0.4 0.4 Asset impairment charges (1) — 0.8 — 2.7 Restructuring and other related charges 4.3 4.8 13.5 7.4 Consolidated operating income $ 28.9 $ 14.2 $ 54.8 $ 22.8 (1) Asset impairment charges of $0.8 during the three months ended June 27, 2020 resulted from management’s decision to consolidate and relocate the operations of a U.S. manufacturing facility within the Precision Solutions reportable segment to existing facilities in the U.S., as well as in our EMEA and Asia Pacific regions. Charges for the six months ended June 27, 2020 included these charges as well as asset impairment charges of $1.9 which resulted from management's decision, during the first quarter of 2020, to discontinue a product line within the Precision Solutions reportable segment. |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by reportable segments | The following table provides revenues recognized over time by reportable segment for the three and six months ended July 3, 2021 and June 27, 2020: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Revenues recognized over time: Nutrition and Health $ 80.1 $ 56.1 $ 151.3 $ 101.1 Precision Solutions 19.3 9.7 30.8 15.7 Total revenues recognized over time $ 99.4 $ 65.8 $ 182.1 $ 116.8 Three months ended July 3, 2021 Three months ended June 27, 2020 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Nutrition and Health $ 109.8 $ 58.5 $ 168.3 $ 89.2 $ 55.5 $ 144.7 Precision Solutions 145.8 67.5 213.3 104.0 59.4 163.4 Total revenues $ 255.6 $ 126.0 $ 381.6 $ 193.2 $ 114.9 $ 308.1 Six months ended July 3, 2021 Six months ended June 27, 2020 Original Equipment Aftermarket Total Revenues Original Equipment Aftermarket Total Revenues Nutrition and Health $ 216.8 $ 123.1 $ 339.9 $ 170.0 $ 112.5 $ 282.5 Precision Solutions 274.7 130.8 405.5 198.9 116.2 315.1 Total revenues $ 491.5 $ 253.9 $ 745.4 $ 368.9 $ 228.7 $ 597.6 |
Contract assets and liabilities and changes in balances | Our contract accounts receivable, assets and liabilities, and changes in such balances, were as follows: July 3, 2021 December 31, 2020 Change (1) Contract accounts receivable (2) $ 242.0 $ 219.8 $ 22.2 Contract assets 23.3 24.4 (1.1) Contract liabilities (123.8) (119.5) (4.3) Net contract balance $ 141.5 $ 124.7 $ 16.8 (1) The $16.8 increase in our net contract balance from December 31, 2020 to July 3, 2021 was primarily due to (i) an increase in volume of revenues recognized at a point in time, partially due to the reduced adverse effects of the COVID-19 pandemic on the business during the six months ended July 3, 2021, (ii) the timing of advance and milestone payments received on certain Nutrition and Health contracts recognized over time, and of performance obligations satisfied and the related revenue recognized on such contracts, and (iii) an increase in net contract balance related to the acquisitions of UTG Mixing Group and Philadelphia Mixing during the six months ended July 3, 2021. (2) Included in “Accounts receivable, net” in our condensed consolidated balance sheets. Amounts are presented before consideration of the allowance for uncollectible accounts. |
RESTRUCTURING AND OTHER RELAT_2
RESTRUCTURING AND OTHER RELATED CHARGES (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of special charges, net | Restructuring and other related charges for the three and six months ended July 3, 2021 and June 27, 2020 were as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Nutrition and Health $ 2.6 $ 1.5 $ 5.3 $ 2.0 Precision Solutions 1.1 2.8 5.1 4.6 Other 0.6 0.5 3.1 0.8 Total $ 4.3 $ 4.8 $ 13.5 $ 7.4 |
Schedule of the analysis of restructuring liabilities | The following is an analysis of our restructuring liabilities (included in “Accrued expenses” in our condensed consolidated balance sheets) for the six months ended July 3, 2021 and June 27, 2020: Six months ended July 3, 2021 June 27, 2020 Balance at beginning of year $ 7.3 $ 7.6 Restructuring and other related charges (1) 13.1 7.1 Balance assumed in business acquisitions 0.2 — Utilization — cash (7.9) (4.7) Currency translation adjustment and other (0.1) 0.5 Balance at end of period $ 12.6 $ 10.5 (1) Amounts that impacted restructuring and other related charges but not the restructuring liabilities included $0.4 and $0.3 for the six months ended July 3, 2021 and June 27, 2020, respectively. |
INVENTORIES, NET (Tables)
INVENTORIES, NET (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories at July 3, 2021 and December 31, 2020 comprised the following: July 3, 2021 December 31, 2020 Finished goods $ 93.4 $ 86.1 Work in process 50.1 39.1 Raw materials and purchased parts 102.9 81.9 Total FIFO cost 246.4 207.1 Excess of FIFO cost over LIFO inventory value (7.8) (7.8) Total inventories $ 238.6 $ 199.3 |
GOODWILL, OTHER INTANGIBLE AS_2
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the carrying amount of goodwill, by reportable segment | The changes in the carrying amount of goodwill by reportable segment during the six months ended July 3, 2021 were as follows: December 31, 2020 Goodwill Resulting from Business Combinations (1) Impairments Foreign Currency Translation and Other July 3, 2021 Nutrition and Health $ 270.2 $ — $ — $ (6.8) $ 263.4 Precision Solutions (2) 299.5 57.1 — (3.6) 353.0 Total $ 569.7 $ 57.1 $ — $ (10.4) $ 616.4 (1) Reflects goodwill that arose from the acquisitions of UTG Mixing Group and Philadelphia Mixing during the six months ended July 3, 2021. See Note 3 for further discussion regarding the status of estimates of the fair values of assets acquired and liabilities assumed as of July 3, 2021 in connection with these acquisitions. |
Schedule of finite-lived intangible assets | Identifiable intangible assets were as follows: July 3, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 140.1 $ (111.3) $ 28.8 $ 131.1 $ (108.5) $ 22.6 Technology 71.7 (52.9) 18.8 65.8 (52.4) 13.4 Patents 5.4 (4.7) 0.7 5.5 (4.6) 0.9 Other 12.6 (8.5) 4.1 8.7 (8.7) — 229.8 (177.4) 52.4 211.1 (174.2) 36.9 Trademarks with indefinite lives 175.8 — 175.8 169.1 — 169.1 Total $ 405.6 $ (177.4) $ 228.2 $ 380.2 $ (174.2) $ 206.0 |
Schedule of indefinite-lived intangible assets | Identifiable intangible assets were as follows: July 3, 2021 December 31, 2020 Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Intangible assets with determinable lives: Customer relationships $ 140.1 $ (111.3) $ 28.8 $ 131.1 $ (108.5) $ 22.6 Technology 71.7 (52.9) 18.8 65.8 (52.4) 13.4 Patents 5.4 (4.7) 0.7 5.5 (4.6) 0.9 Other 12.6 (8.5) 4.1 8.7 (8.7) — 229.8 (177.4) 52.4 211.1 (174.2) 36.9 Trademarks with indefinite lives 175.8 — 175.8 169.1 — 169.1 Total $ 405.6 $ (177.4) $ 228.2 $ 380.2 $ (174.2) $ 206.0 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit expense (income) | Net periodic benefit expense for our foreign pension plans and our domestic pension and postretirement plans for the three and six months ended July 3, 2021 and June 27, 2020 included the following components: Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Three months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Service cost $ 0.2 0.2 $ — $ — $ 0.2 $ 0.2 Selling, general and administrative Interest cost — 0.1 0.1 — 0.1 0.1 Other income, net Total net periodic benefit expense $ 0.2 $ 0.3 $ 0.1 $ — $ 0.3 $ 0.3 Foreign Pension Plans Domestic Pension and Postretirement Plans Total Statement of Operations Caption in Which Expense is Reported Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Service cost $ 0.4 0.4 $ — $ — $ 0.4 $ 0.4 Selling, general and administrative Interest cost — 0.2 0.2 0.1 0.2 0.3 Other income, net Total net periodic benefit expense $ 0.4 $ 0.6 $ 0.2 $ 0.1 $ 0.6 $ 0.7 |
INDEBTEDNESS (Tables)
INDEBTEDNESS (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Debt at July 3, 2021 and December 31, 2020 was comprised of the following: July 3, 2021 December 31, 2020 Term loan, due in June 2022 $ 100.0 $ 100.0 5.875% senior notes, due in August 2026 300.0 300.0 Other indebtedness (1) 16.0 13.0 Less: deferred financing fees (2) (2.8) (3.1) Total debt 413.2 409.9 Less: short-term debt 15.5 12.5 Less: current maturities of long-term debt 0.1 0.1 Total long-term debt $ 397.6 $ 397.3 (1) Primarily includes finance lease obligations of $0.5 and $0.5 and balances under a purchase card program of $15.3 and $12.5 as of July 3, 2021 and December 31, 2020, respectively. The purchase card program allows for payment beyond customary payment terms for goods and services acquired under the program. As this arrangement extends the payment of these purchases beyond their normal payment terms through third-party lending institutions, we have classified these amounts as short-term debt. (2) Deferred financing fees were comprised of fees related to the term loan and senior notes. |
EQUITY AND STOCK-BASED COMPEN_2
EQUITY AND STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Equity [Abstract] | |
Schedule of weighted average shares outstanding used in computation of basic and diluted income (loss) per share | The following table sets forth the number of weighted-average shares outstanding used in the computation of basic and diluted income (loss) per share: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Weighted-average shares outstanding, basic 41.822 42.397 41.910 42.524 Dilutive effect of share-based awards 0.018 0.108 0.044 0.179 Weighted-average shares outstanding, dilutive (1) 41.840 42.505 41.954 42.703 (1) Unvested restricted stock shares/units not included in the computation of diluted income per share because required market thresholds for vesting (as discussed below) were not met, were 0.000 and 0.154 for the three months ended July 3, 2021 and June 27, 2020, respectively, and 0.000 and 0.123 for the six months then ended, respectively. Unvested restricted stock shares/units not included in the computation of diluted income per share because required internal performance thresholds for vesting (as discussed below) were not met, were 0.070 and 0.215 for the three months ended July 3, 2021 and June 27, 2020, respectively, and 0.070 and 0.193 for the six months then ended, respectively. Stock options outstanding excluded from the computation of diluted income per share because their exercise price was greater than the average market price of common shares were 0.342 for the three and six months ended June 27, 2020, respectively. No stock options outstanding were excluded from the computation of diluted income per share for the three and six months ended July 3, 2021. |
Schedule of compensation expense related to share-based programs recognized in selling, general and administrative expense | For the three and six months ended July 3, 2021 and June 27, 2020, we recognized compensation expense related to share-based programs in “Selling, general and administrative” expense in the accompanying condensed consolidated statements of operations as follows: Three months ended Six months ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Stock-based compensation expense - continuing and discontinued operations $ 3.0 $ 3.8 5.8 7.8 Less: stock-based compensation expense recognized in discontinued operations — — — 0.8 Stock-based compensation expense recognized in continuing operations 3.0 3.8 5.8 7.0 Income tax benefit (0.6) (0.8) (1.0) (1.6) Stock-based compensation expense, net of income tax benefit $ 2.4 $ 3.0 $ 4.8 $ 5.4 |
Summary of restricted stock share and restricted stock unit activity | The following table summarizes the unvested restricted stock share and restricted stock unit activity for the six months ended July 3, 2021: Unvested Restricted Stock Shares and Restricted Stock Units Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2020 0.931 $37.03 Granted 0.322 66.99 Vested (0.292) 39.61 Forfeited and other (0.154) 43.40 Outstanding at July 3, 2021 0.807 $46.84 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Estimated fair values of other financial liabilities not measured at fair value on a recurring basis | The estimated fair values of other financial liabilities (excluding finance leases and deferred financing fees) not measured at fair value on a recurring basis as of July 3, 2021 and December 31, 2020 were as follows: July 3, 2021 December 31, 2020 Carrying Amount Fair Value Carrying Amount Fair Value Term loan $ 100.0 $ 100.0 $ 100.0 $ 100.0 5.875% senior notes (1) 300.0 309.8 300.0 313.5 Other indebtedness 15.5 15.5 12.5 12.5 (1) Carrying amount reflected herein excludes related deferred financing fees. |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Subsequent Events [Abstract] | |
Schedule of per annum fees | The per annum fees charged and the interest rate margins applicable to the loans are as follows: Consolidated Leverage Ratio Revolving Credit Facilities Commitment Fee Financial Letter of Credit Fee FCI Commitment Fee FCI Fee and Non-Financial Letter of Credit Fee Eurodollar / Alternative Currency Loans ABR Loans Greater than or equal to 3.00 to 1.0 0.275% 1.750% 0.275% 1.050% 1.750% 0.750% Less than 3.00 to 1.0 but greater than or equal to 2.00 to 1.0 0.250% 1.500% 0.250% 0.900% 1.500% 0.500% Less than 2.00 to 1.0 but greater than or equal to 1.50 to 1.0 0.225% 1.375% 0.225% 0.825% 1.375% 0.375% Less than 1.50 to 1.0 0.200% 1.250% 0.200% 0.750% 1.250% 0.250% |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | 6 Months Ended |
Jul. 03, 2021segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments (in segments) | 2 |
BUSINESS ACQUISITIONS, DISPOS_3
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Millions | May 12, 2021 | Jan. 18, 2021 | Aug. 01, 2020 | Mar. 30, 2020 | Nov. 30, 2020 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Nov. 30, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 102.6 | $ 0 | ||||||||||||
Cash acquired from acquisition | 4.5 | |||||||||||||
Pro forma amortization | $ 2.2 | $ 3.6 | $ 4.9 | 7.2 | ||||||||||
Acquisition related costs | $ 3.3 | |||||||||||||
Effective income tax rate, from discontinued operations | 55.90% | 36.80% | 42.90% | 31.30% | ||||||||||
Gain (loss) on disposal | $ 1.2 | $ 2 | $ 8.5 | |||||||||||
Accumulated other comprehensive loss | $ (251.9) | $ (226.4) | $ (251.9) | |||||||||||
Transaction services agreement income | 0.5 | 1.5 | 1.5 | $ 1.5 | ||||||||||
Disposed of by Sale | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Consideration | $ 475 | |||||||||||||
Disposed of by Sale | Sale Of Asia Pacific business | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of business, net of cash disposed | $ 4.7 | |||||||||||||
Gain (loss) on disposal | 4.2 | |||||||||||||
Disposed of by Sale | Disposal group | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Proceeds from sale of business, net of cash disposed | $ 406.2 | |||||||||||||
Gain (loss) on disposal | 8.6 | |||||||||||||
Held-for-sale | Disposal group | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Gain (loss) on disposal | 0.4 | |||||||||||||
Consideration | $ 6.3 | |||||||||||||
Cumulative foreign currency translation adjustment | $ 178.2 | |||||||||||||
Accumulated other comprehensive loss | $ 1.2 | |||||||||||||
POSI LOCK | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Purchase price | $ 10 | |||||||||||||
Payments to acquire businesses, net of cash acquired | $ 10 | |||||||||||||
UTG Mixing Group | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Percentage of voting interests acquired | 98.00% | |||||||||||||
Payments to acquire businesses, net of cash acquired | $ 38 | $ 38 | ||||||||||||
Cash acquired from acquisition | $ 2.9 | $ 2.9 | ||||||||||||
Acquisition related costs | 1.2 | |||||||||||||
Philadelphia Mixing Solutions, Ltd | ||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Payments to acquire businesses, net of cash acquired | $ 64.6 | 64.6 | ||||||||||||
Cash acquired from acquisition | $ 1.6 | $ 1.6 | $ 2.9 | |||||||||||
Acquisition related costs | $ 2.1 | |||||||||||||
Effective income tax rate, from discontinued operations | 20.00% |
BUSINESS ACQUISITIONS, DISPOS_4
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | May 12, 2021 | Jan. 18, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Jul. 03, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||
Cash acquired from acquisition | $ 4.5 | |||||
Goodwill | $ 616.4 | 616.4 | $ 569.7 | |||
UTG Mixing Group | ||||||
Business Acquisition [Line Items] | ||||||
Current assets, including cash and equivalents of $2.9 and $1.6, respectively | $ 9.7 | |||||
Cash acquired from acquisition | 2.9 | $ 2.9 | ||||
Property, plant and equipment | 2.5 | |||||
Goodwill | 23.4 | |||||
Intangibles | 14.3 | |||||
Other assets | 1.6 | |||||
Total assets acquired | 51.5 | |||||
Current liabilities assumed | (5.4) | |||||
Long-term liabilities assumed | (5.2) | |||||
Total liabilities assumed | (10.6) | |||||
Net assets acquired | $ 40.9 | |||||
Philadelphia Mixing Solutions, Ltd | ||||||
Business Acquisition [Line Items] | ||||||
Current assets, including cash and equivalents of $2.9 and $1.6, respectively | $ 21.8 | |||||
Cash acquired from acquisition | 1.6 | $ 1.6 | $ 2.9 | |||
Property, plant and equipment | 5.4 | |||||
Goodwill | 33.7 | |||||
Intangibles | 16 | |||||
Other assets | 2.9 | |||||
Total assets acquired | 79.8 | |||||
Current liabilities assumed | (10.9) | |||||
Long-term liabilities assumed | (2.7) | |||||
Total liabilities assumed | (13.6) | |||||
Net assets acquired | $ 66.2 |
BUSINESS ACQUISITIONS, DISPOS_5
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 388.8 | $ 323.9 | $ 764.3 | $ 625 |
Income (loss) from continuing operations before income taxes | 20.4 | 8.6 | 45.3 | (1.2) |
Income (loss) from continuing operations, net of tax | $ 6.9 | $ 5.3 | $ 24 | $ (2) |
BUSINESS ACQUISITIONS, DISPOS_6
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS - Income (Loss) from Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2021 | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss from discontinued operations, net of tax | $ (600,000) | $ (31,600,000) | $ (900,000) | $ (36,700,000) | ||
Loss from discontinued operations, net of tax and noncontrolling interests | (600,000) | (31,600,000) | (900,000) | (36,600,000) | ||
Depreciation and amortization | $ 0 | $ 0 | $ 0 | $ 0 | ||
Effective income tax rate, from discontinued operations | 55.90% | 36.80% | 42.90% | 31.30% | ||
Gain (loss) on disposal | $ (1,200,000) | $ (2,000,000) | $ (8,500,000) | |||
Income tax benefit | $ 14,700,000 | 3,900,000 | $ 23,000,000 | $ 3,000,000 | ||
Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Cumulative impact of a reduction to GILTI | 4,900,000 | |||||
Disposed of by Sale | Disposal group | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Revenues | 0 | 700,000 | 0 | 111,400,000 | ||
Cost of products sold | 0 | 500,000 | 0 | 75,800,000 | ||
Gross profit | 0 | 200,000 | 0 | 35,600,000 | ||
Selling, general and administrative | 300,000 | 800,000 | 300,000 | 31,500,000 | ||
Loss on disposal group | 0 | 2,000,000 | 400,000 | 10,500,000 | ||
Restructuring and other related charges | 0 | 0 | 0 | 300,000 | ||
Operating loss | (300,000) | (2,600,000) | (700,000) | (6,700,000) | ||
Other expense, net | 0 | 0 | 0 | (300,000) | ||
Interest expense, net | 0 | 0 | 0 | 1,600,000 | ||
Loss from discontinued operations before income taxes | (300,000) | (2,600,000) | (700,000) | (8,600,000) | ||
Income tax benefit (provision) | (300,000) | (29,000,000) | (200,000) | (28,100,000) | ||
Loss from discontinued operations, net of tax | (600,000) | (31,600,000) | (900,000) | (36,700,000) | ||
Less: Loss attributable to noncontrolling interests | 0 | 0 | 0 | (100,000) | ||
Loss from discontinued operations, net of tax and noncontrolling interests | $ (600,000) | (31,600,000) | $ (900,000) | (36,600,000) | ||
Gain (loss) on disposal | (8,600,000) | |||||
Income tax benefit | 32,100,000 | (1,200,000) | ||||
Senior Notes, Senior Credit Facilities, Former Trade Receivables | Disposed of by Sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Interest expense, net | $ 1,600,000 | $ 1,600,000 |
BUSINESS ACQUISITIONS, DISPOS_7
BUSINESS ACQUISITIONS, DISPOSALS AND DISCONTINUED OPERATIONS - Schedule of Significant Non-Cash Operating Items (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Mar. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Capital expenditures | $ (14.4) | $ (11.8) | |
Net proceeds from disposition | 406.2 | ||
Disposed of by sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on disposal group | 0.4 | 10.5 | |
Capital expenditures | 0 | (5.5) | |
Net proceeds from disposition | $ 0 | 398.9 | |
Disposed of by sale | Disposal group | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net proceeds from disposition | 398.9 | ||
Proceeds from sale of business, net of cash disposed | $ 406.2 | ||
Cash and cash equivalents included in assets of discontinued operations | $ 7.3 |
INFORMATION ON REPORTABLE SEG_3
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER - Narrative (Details) | Jul. 03, 2021country |
Segment Reporting [Abstract] | |
Number of countries in which entity operates (more than) (in countries) | 30 |
Number of countries in which entity sells its products and services (more than) (in countries) | 140 |
INFORMATION ON REPORTABLE SEG_4
INFORMATION ON REPORTABLE SEGMENTS, CORPORATE EXPENSE AND OTHER - Financial Data for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Revenues: | |||||
Total revenues | $ 381.6 | $ 308.1 | $ 745.4 | $ 597.6 | |
Income: | |||||
Total income for reportable segments | 28.9 | 14.2 | 54.8 | 22.8 | |
Asset impairment charges | 0 | 0.8 | 0 | 2.7 | |
Restructuring and other related charges | 4.3 | 4.8 | 13.5 | 7.4 | |
Precision Solutions | |||||
Revenues: | |||||
Total revenues | 213.3 | 163.4 | 405.5 | 315.1 | |
Reporting segments | |||||
Revenues: | |||||
Total revenues | 381.6 | 308.1 | 745.4 | 597.6 | |
Income: | |||||
Total income for reportable segments | 50 | 39 | 100 | 67.8 | |
Reporting segments | Nutrition and Health | |||||
Revenues: | |||||
Total revenues | 168.3 | 144.7 | 339.9 | 282.5 | |
Income: | |||||
Total income for reportable segments | 26.4 | 19.1 | 55 | 38.5 | |
Reporting segments | Precision Solutions | |||||
Revenues: | |||||
Total revenues | 213.3 | 163.4 | 405.5 | 315.1 | |
Income: | |||||
Total income for reportable segments | 23.6 | 19.9 | 45 | 29.3 | |
Restructuring and other related charges | 1.1 | 2.8 | 5.1 | 4.6 | |
Other | |||||
Income: | |||||
Corporate expense | 16.6 | 19 | 31.3 | 34.5 | |
Restructuring and other related charges | 0.6 | 0.5 | 3.1 | 0.8 | |
Segment Reconciling Items | |||||
Income: | |||||
Pension and postretirement service costs | 0.2 | 0.2 | 0.4 | 0.4 | |
Asset impairment charges | 0 | 0.8 | $ 1.9 | 0 | 2.7 |
Restructuring and other related charges | $ 4.3 | 4.8 | $ 13.5 | $ 7.4 | |
Segment Reconciling Items | Precision Solutions | |||||
Income: | |||||
Asset impairment charges | $ 0.8 | $ 1.9 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS - Disaggregation of Revenue by Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 381.6 | $ 308.1 | $ 745.4 | $ 597.6 |
Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 255.6 | 193.2 | 491.5 | 368.9 |
Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 126 | 114.9 | 253.9 | 228.7 |
Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 99.4 | 65.8 | 182.1 | 116.8 |
Nutrition and Health | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 168.3 | 144.7 | 339.9 | 282.5 |
Nutrition and Health | Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 109.8 | 89.2 | 216.8 | 170 |
Nutrition and Health | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 58.5 | 55.5 | 123.1 | 112.5 |
Nutrition and Health | Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 80.1 | 56.1 | 151.3 | 101.1 |
Precision Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 213.3 | 163.4 | 405.5 | 315.1 |
Precision Solutions | Original Equipment | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 145.8 | 104 | 274.7 | 198.9 |
Precision Solutions | Aftermarket | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 67.5 | 59.4 | 130.8 | 116.2 |
Precision Solutions | Transferred Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 19.3 | $ 9.7 | $ 30.8 | $ 15.7 |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS - Contract Assets and Liabilities and Changes in Balances (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract accounts receivable | $ 242 | $ 219.8 |
Change in contract accounts receivable | 22.2 | |
Contract assets | 23.3 | 24.4 |
Change in contract assets | (1.1) | |
Contract liabilities | (123.8) | (119.5) |
Change in contract liabilities | (4.3) | |
Net contract balance | 141.5 | $ 124.7 |
Change in net contract balance | $ 16.8 |
REVENUE FROM CONTRACTS WITH C_5
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue recognized related to contract liabilities outstanding | $ 26.8 | $ 28.1 | $ 75 | $ 70.6 | |
Deferred costs, current | $ 0.4 | $ 0.4 | $ 0.4 |
REVENUE FROM CONTRACTS WITH C_6
REVENUE FROM CONTRACTS WITH CUSTOMERS - Remaining Performance Obligations (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Jun. 27, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 608.5 | $ 546.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-04 | Next 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percentage | 93.00% | |
Expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-04 | Next 24 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Expected timing of satisfaction, period | 24 months |
RESTRUCTURING AND OTHER RELAT_3
RESTRUCTURING AND OTHER RELATED CHARGES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges | $ 4.3 | $ 4.8 | $ 13.5 | $ 7.4 | |
Global cost productivity program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and other related charges | $ 4.3 | $ 13.5 | |||
Forecast | Global cost productivity program | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Annualized SG&A cost savings | $ 30 |
RESTRUCTURING AND OTHER RELAT_4
RESTRUCTURING AND OTHER RELATED CHARGES - Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 4.3 | $ 4.8 | $ 13.5 | $ 7.4 |
Reporting segments | Nutrition and Health | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 2.6 | 1.5 | 5.3 | 2 |
Reporting segments | Precision Solutions | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | 1.1 | 2.8 | 5.1 | 4.6 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other related charges | $ 0.6 | $ 0.5 | $ 3.1 | $ 0.8 |
RESTRUCTURING AND OTHER RELAT_5
RESTRUCTURING AND OTHER RELATED CHARGES - Analysis of Restructuring Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2021 | Jun. 27, 2020 | |
Restructuring Liabilities | ||
Balance at beginning of year | $ 7.3 | $ 7.6 |
Restructuring and other related charges | 13.1 | 7.1 |
Balance assumed in business acquisitions | 0.2 | 0 |
Utilization — cash | (7.9) | (4.7) |
Currency translation adjustment and other | (0.1) | 0.5 |
Balance at end of period | 12.6 | 10.5 |
Corporate | ||
Restructuring Liabilities | ||
Asset impairment and non-cash charges | $ 0.4 | $ 0.3 |
INVENTORIES, NET - Inventories
INVENTORIES, NET - Inventories (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Inventory, Net [Abstract] | ||
Finished goods | $ 93.4 | $ 86.1 |
Work in process | 50.1 | 39.1 |
Raw materials and purchased parts | 102.9 | 81.9 |
Total FIFO cost | 246.4 | 207.1 |
Excess of FIFO cost over LIFO inventory value | (7.8) | (7.8) |
Total inventories | $ 238.6 | $ 199.3 |
Domestic inventories valued using the last-in, first-out method, as a percentage of total inventory | 12.00% | 11.00% |
GOODWILL, OTHER INTANGIBLE AS_3
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Changes in the carrying amount of goodwill | ||
Beginning Balance | $ 569.7 | |
Goodwill resulting from business combinations | 57.1 | |
Impairments | 0 | |
Foreign Currency Translation and Other | (10.4) | |
Ending Balance | 616.4 | |
Nutrition and Health | ||
Changes in the carrying amount of goodwill | ||
Beginning Balance | 270.2 | |
Goodwill resulting from business combinations | 0 | |
Impairments | 0 | |
Foreign Currency Translation and Other | (6.8) | |
Ending Balance | 263.4 | |
Precision Solutions | ||
Changes in the carrying amount of goodwill | ||
Beginning Balance | 299.5 | |
Goodwill resulting from business combinations | 57.1 | |
Impairments | 0 | |
Foreign Currency Translation and Other | (3.6) | |
Ending Balance | 353 | |
Accumulated impairment included in carrying amount of goodwill | $ 134.3 | $ 134.6 |
GOODWILL, OTHER INTANGIBLE AS_4
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 229.8 | $ 211.1 |
Accumulated Amortization | (177.4) | (174.2) |
Net Carrying Value | 52.4 | 36.9 |
Total gross carrying value | 405.6 | 380.2 |
Total net carrying value | 228.2 | 206 |
Trademarks with indefinite lives | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks with indefinite lives | 175.8 | 169.1 |
Trademarks with indefinite lives | UGT and Philadelphia Mixing Groups | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 6.4 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 140.1 | 131.1 |
Accumulated Amortization | (111.3) | (108.5) |
Net Carrying Value | 28.8 | 22.6 |
Customer relationships | UGT and Philadelphia Mixing Groups | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 11.4 | |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 71.7 | 65.8 |
Accumulated Amortization | (52.9) | (52.4) |
Net Carrying Value | 18.8 | 13.4 |
Technology | UGT and Philadelphia Mixing Groups | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7.4 | |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 5.4 | 5.5 |
Accumulated Amortization | (4.7) | (4.6) |
Net Carrying Value | 0.7 | 0.9 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 12.6 | 8.7 |
Accumulated Amortization | (8.5) | (8.7) |
Net Carrying Value | 4.1 | $ 0 |
Other | UGT and Philadelphia Mixing Groups | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 5.1 |
GOODWILL, OTHER INTANGIBLE AS_5
GOODWILL, OTHER INTANGIBLE ASSETS AND ASSET IMPAIRMENT CHARGES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jul. 03, 2021 | Jun. 27, 2020 | Mar. 28, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | $ 52,400,000 | $ 52,400,000 | $ 36,900,000 | |||
Impairment charges recorded | 0 | $ 0 | ||||
Asset impairment charges | 0 | $ 800,000 | 0 | 2,700,000 | ||
Tangible asset impairment charges | 0 | |||||
Gross Carrying Value | 229,800,000 | 229,800,000 | 211,100,000 | |||
Segment Reconciling Items | ||||||
Goodwill [Line Items] | ||||||
Asset impairment charges | 0 | 800,000 | $ 1,900,000 | 0 | $ 2,700,000 | |
Customer relationships | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 28,800,000 | 28,800,000 | 22,600,000 | |||
Gross Carrying Value | 140,100,000 | 140,100,000 | 131,100,000 | |||
Customer relationships | UGT and Philadelphia Mixing Groups | ||||||
Goodwill [Line Items] | ||||||
Gross Carrying Value | 11,400,000 | 11,400,000 | ||||
Patents | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 700,000 | 700,000 | 900,000 | |||
Gross Carrying Value | 5,400,000 | 5,400,000 | 5,500,000 | |||
Technology | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 18,800,000 | 18,800,000 | 13,400,000 | |||
Gross Carrying Value | 71,700,000 | 71,700,000 | 65,800,000 | |||
Technology | UGT and Philadelphia Mixing Groups | ||||||
Goodwill [Line Items] | ||||||
Gross Carrying Value | 7,400,000 | 7,400,000 | ||||
Other | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 4,100,000 | 4,100,000 | 0 | |||
Gross Carrying Value | 12,600,000 | 12,600,000 | 8,700,000 | |||
Other | UGT and Philadelphia Mixing Groups | ||||||
Goodwill [Line Items] | ||||||
Gross Carrying Value | 5,100,000 | 5,100,000 | ||||
Trademarks | ||||||
Goodwill [Line Items] | ||||||
Trademarks with indefinite lives | 175,800,000 | 175,800,000 | $ 169,100,000 | |||
Trademarks | UGT and Philadelphia Mixing Groups | ||||||
Goodwill [Line Items] | ||||||
Gross Carrying Value | 6,400,000 | 6,400,000 | ||||
Nutrition and Health | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 17,500,000 | 17,500,000 | ||||
Nutrition and Health | Trademarks | ||||||
Goodwill [Line Items] | ||||||
Trademarks with indefinite lives | 101,400,000 | 101,400,000 | ||||
Precision Solutions | ||||||
Goodwill [Line Items] | ||||||
Net carrying value of intangible assets with determinable lives | 34,900,000 | 34,900,000 | ||||
Precision Solutions | Segment Reconciling Items | ||||||
Goodwill [Line Items] | ||||||
Asset impairment charges | $ 800,000 | $ 1,900,000 | ||||
Precision Solutions | Trademarks | ||||||
Goodwill [Line Items] | ||||||
Trademarks with indefinite lives | $ 74,400,000 | $ 74,400,000 |
EMPLOYEE BENEFIT PLANS - Compon
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Pension and Postretirement Benefit Expense (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Employee Benefit Plans | ||||
Service cost | $ 0.2 | $ 0.2 | $ 0.4 | $ 0.4 |
Interest cost | 0.1 | 0.1 | 0.2 | 0.3 |
Total net periodic benefit expense | 0.3 | 0.3 | 0.6 | 0.7 |
Foreign Pension Plans | Pension plan | ||||
Employee Benefit Plans | ||||
Service cost | 0.2 | 0.2 | 0.4 | 0.4 |
Interest cost | 0 | 0.1 | 0 | 0.2 |
Total net periodic benefit expense | 0.2 | 0.3 | 0.4 | 0.6 |
Domestic Pension and Postretirement Plans | Other Postretirement Benefits Plan | ||||
Employee Benefit Plans | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 0.1 | 0 | 0.2 | 0.1 |
Total net periodic benefit expense | $ 0.1 | $ 0 | $ 0.2 | $ 0.1 |
INDEBTEDNESS - Schedule of Debt
INDEBTEDNESS - Schedule of Debt (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Other indebtedness | $ 16 | $ 13 |
Less: short-term debt | 15.5 | 12.5 |
Debt Instrument [Line Items] | ||
Other indebtedness | 16 | 13 |
Less: deferred financing fees | (2.8) | (3.1) |
Long-term debt and capital lease obligations | 413.2 | 409.9 |
Short-term debt | 15.5 | 12.5 |
Less: current maturities of long-term debt | 0.1 | 0.1 |
Total long-term debt | 397.6 | 397.3 |
Finance lease obligation | 0.5 | 0.5 |
Trade receivables financing arrangement | ||
Short-term Debt [Line Items] | ||
Other indebtedness | 15.3 | 12.5 |
Debt Instrument [Line Items] | ||
Other indebtedness | 15.3 | 12.5 |
Term loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 100 | 100 |
Senior notes | 5.875% senior notes, due in August 2026 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 300 | $ 300 |
Stated interest rate | 5.875% |
INDEBTEDNESS - Narrative (Detai
INDEBTEDNESS - Narrative (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Other indebtedness | $ 16 | $ 13 |
Outstanding letters of credit | 6 | |
Trade receivables financing arrangement | ||
Line of Credit Facility [Line Items] | ||
Other indebtedness | 15.3 | $ 12.5 |
Secured debt | Financial Letter of Credit Fee | ||
Line of Credit Facility [Line Items] | ||
Outstanding letters of credit | 5.3 | |
Secured debt | FCI Commitment Fee | ||
Line of Credit Facility [Line Items] | ||
Domestic revolving loan facility | 98.8 | |
Outstanding letters of credit | $ 51.2 | |
Senior credit facility | Secured debt | ||
Line of Credit Facility [Line Items] | ||
Weighted average interest rate of outstanding borrowings | 1.50% | 1.50% |
Domestic revolving loan facility | $ 494.7 | |
Guarantor obligations | $ 2.1 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Derivative [Line Items] | |||||
Unrealized gains (losses), net of tax, recorded in AOCI | $ 0 | $ 0 | $ 0 | ||
FX forward contracts | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | 34,300,000 | $ 34,300,000 | 40,700,000 | ||
Period contracts are scheduled to mature | 1 year | ||||
FX embedded derivatives | |||||
Derivative [Line Items] | |||||
Aggregate notional amount | 200,000 | $ 200,000 | 5,500,000 | ||
Forward contracts | |||||
Derivative [Line Items] | |||||
Fair value of derivative contract, gross assets | 0 | 0 | 200,000 | ||
Fair value of derivative contract, gross liabilities | 0 | 0 | $ 0 | ||
Forward contracts | Other income (expense), net | |||||
Derivative [Line Items] | |||||
Net gains (losses) recorded in other income (expense), net | $ 500,000 | $ (1,000,000) | $ 600,000 | $ (1,800,000) | |
Minimum | FX embedded derivatives | |||||
Derivative [Line Items] | |||||
Period contracts are scheduled to mature | 1 year |
EQUITY AND STOCK-BASED COMPEN_3
EQUITY AND STOCK-BASED COMPENSATION - Income Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted-average shares outstanding, basic (in shares) | 41,822,000 | 42,397,000 | 41,910,000 | 42,524,000 |
Dilutive effect of share-based awards (in shares) | 18,000 | 108,000 | 44,000 | 179,000 |
Weighted-average shares outstanding, dilutive (in shares) | 41,840,000 | 42,505,000 | 41,954,000 | 42,703,000 |
Restricted stock shares/Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities not included in computation of diluted income per share due to market threshold requirement (in shares) | 0 | 154,000 | 0 | 123,000 |
Securities not included in computation of diluted income per share due to internal performance thresholds (in shares) | 70,000 | 215,000 | 70,000 | 193,000 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Securities not included in computation of diluted income per share (in shares) | 0 | 342,000 | 0 | 342,000 |
EQUITY AND STOCK-BASED COMPEN_4
EQUITY AND STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 27, 2020 | Jul. 03, 2021 | |
Stock Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available for future grants (up to) (in shares) | 1,763 | |
Restricted stock shares and restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Award's requisite service period | 10 years | |
Restricted stock shares and restricted stock units | Early Retirement Provision | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Age for eligible award vesting | 60 years | |
Restricted stock shares and restricted stock units | Non-employee directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted stock units | Non-officer employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
EQUITY AND STOCK-BASED COMPEN_5
EQUITY AND STOCK-BASED COMPENSATION - Compensation Expense Related to Share-based Programs (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Illiquidity discount | 14.60% | |||
Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | $ 3 | $ 3.8 | $ 5.8 | $ 7.8 |
Income tax benefit | (0.6) | (0.8) | (1) | (1.6) |
Stock-based compensation expense, net of income tax benefit | 2.4 | 3 | 4.8 | 5.4 |
Discontinued operations | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | 0 | 0 | 0 | 0.8 |
Continuing operations | Selling, general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense - continuing and discontinued operations | $ 3 | $ 3.8 | $ 5.8 | $ 7 |
EQUITY AND STOCK-BASED COMPEN_6
EQUITY AND STOCK-BASED COMPENSATION - Restricted Stock Unit Awards (Details) - Restricted stock shares and restricted stock units $ / shares in Units, shares in Thousands, $ in Millions | 6 Months Ended |
Jul. 03, 2021USD ($)$ / sharesshares | |
Unvested Restricted Stock Shares and Restricted Stock Units | |
Outstanding at beginning of year (in shares) | shares | 931 |
Granted (in shares) | shares | 322 |
Vested (in shares) | shares | (292) |
Forfeited and other (in shares) | shares | (154) |
Outstanding at the end of period (in shares) | shares | 807 |
Weighted-Average Grant-Date Fair Value Per Share | |
Outstanding at beginning of year (in dollars per share) | $ / shares | $ 37.03 |
Granted (in dollars per share) | $ / shares | 66.99 |
Vested (in dollars per share) | $ / shares | 39.61 |
Forfeited and other (in dollars per share) | $ / shares | 43.40 |
Outstanding at the end of period (in dollars per share) | $ / shares | $ 46.84 |
Unrecognized compensation cost | $ | $ 27.8 |
Weighted-average period cost expected to be recognized | 2 years 1 month 6 days |
EQUITY AND STOCK-BASED COMPEN_7
EQUITY AND STOCK-BASED COMPENSATION - Stock Options (Details) - Stock options - SPX FLOW stock options - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options outstanding (in shares) | 16 | 301 |
Weighted-average exercise price per share (in dollars per share) | $ 61.29 | |
Weighted-average grant-date fair value (in dollars per share) | $ 19.33 | |
Unrecognized compensation cost | $ 0 |
EQUITY AND STOCK-BASED COMPEN_8
EQUITY AND STOCK-BASED COMPENSATION - Common Stock in Treasury (Details) - USD ($) $ / shares in Units, shares in Thousands | Jun. 17, 2021 | Mar. 10, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 |
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock repurchases (in shares) | 373 | 531 | ||||
Payments for Repurchase of Common Stock | $ 24,600,000 | $ 34,500,000 | $ 6,200,000 | |||
Dividends declared per share (in dollars per share) | $ 0.09 | $ 0.09 | $ 0.09 | $ 0.18 | ||
Dividends payable | $ 3,800,000 | $ 3,800,000 | ||||
Common Stock in Treasury | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock surrendered as a means of funding income tax withholding requirements | $ 6,200,000 | $ 6,900,000 | ||||
Common Stock | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Common stock repurchases (in shares) | 300 | 200 | 500 | 200 | ||
Stock repurchase program, authorized amount | $ 150,000,000 | $ 150,000,000 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 95,600,000 | $ 95,600,000 |
EQUITY AND STOCK-BASED COMPEN_9
EQUITY AND STOCK-BASED COMPENSATION - Non-controlling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 03, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Payments to noncontrolling interests | $ 0.6 | $ 0.6 | $ 0 | $ 15 |
LITIGATION, CONTINGENT LIABIL_2
LITIGATION, CONTINGENT LIABILITIES AND OTHER MATTERS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jul. 03, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Other Commitments [Line Items] | ||||
Payments to noncontrolling interests | $ 0.6 | $ 0.6 | $ 0 | $ 15 |
Purchase of noncontrolling interest | 0.6 | 0.6 | ||
Exercise value of put option outstanding | 3.4 | 3.4 | 3.4 | |
Noncontrolling Interests | ||||
Other Commitments [Line Items] | ||||
Purchase of noncontrolling interest | $ 0.6 | $ 0.6 | 7.7 | |
Paid-In Capital | ||||
Other Commitments [Line Items] | ||||
Reclassifications of temporary to permanent equity | $ 15 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Valuation Allowance [Line Items] | ||||
Unrecognized tax benefits | $ 17,000,000 | $ 17,000,000 | ||
Unrecognized tax benefits, net | 16,100,000 | 16,100,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 11,000,000 | 11,000,000 | ||
Unrecognized tax benefits, interest on income taxes accrued | 1,100,000 | 1,100,000 | ||
Unrecognized tax benefits, interest on income taxes accrued, net | 1,000,000 | 1,000,000 | ||
Unrecognized tax benefits, accrual for penalties | 0 | 0 | ||
Income tax benefit | 14,700,000 | $ 3,900,000 | 23,000,000 | $ 3,000,000 |
Pre-tax income (loss) | $ 26,300,000 | $ 10,600,000 | $ 53,600,000 | $ 9,600,000 |
Effective income tax rate | 55.90% | 36.80% | 42.90% | 31.30% |
Foreign tax contingency | $ 4,500,000 | $ 4,500,000 | ||
Transfer pricing adjustment | 1,000,000 | 1,000,000 | ||
Impact of charge resulting from losses or benefits not expected to be realized | 1,800,000 | $ 6,000,000 | 3,500,000 | $ 6,600,000 |
Tax benefit from subsidiary adjustments | 1,200,000 | |||
Impact of change in valuation allowance related to losses not expected to be realized | 1,600,000 | 1,600,000 | ||
Repatriation of foreign earnings | $ 7,200,000 | $ 7,200,000 | ||
Minimum | ||||
Valuation Allowance [Line Items] | ||||
Reasonably possible decrease in unrecognized tax benefits | 500,000 | 500,000 | ||
Maximum | ||||
Valuation Allowance [Line Items] | ||||
Reasonably possible decrease in unrecognized tax benefits | $ 1,000,000 | $ 1,000,000 |
FAIR VALUE - Derivative Financi
FAIR VALUE - Derivative Financial Instruments (Details) $ in Millions | 6 Months Ended | |
Jul. 03, 2021USD ($)transfer | Dec. 31, 2020USD ($) | |
Derivative [Line Items] | ||
Transfers between fair value hierarchy | transfer | 0 | |
Forward contracts | ||
Derivative [Line Items] | ||
Fair value of derivative contract, gross assets | $ 0 | $ 0.2 |
Fair value of derivative contract, gross liabilities | $ 0 | $ 0 |
FAIR VALUE - Equity Security In
FAIR VALUE - Equity Security Investment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||||
Equity securities, ownership percentage | 19.70% | 19.70% | 18.90% | ||
Gain due to increase in estimated fair value of equity security | $ 2.1 | $ 5.3 | $ 7.5 | $ 5.3 | |
Asset value | $ 34.4 | $ 34.4 | $ 26.9 |
FAIR VALUE - Goodwill, Indefini
FAIR VALUE - Goodwill, Indefinite-Lived Intangible and Other Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disposed of by Sale | Disposal group | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Loss on disposal group | $ 0 | $ 2 | $ 0.4 | $ 10.5 |
FAIR VALUE - Acquisitions (Deta
FAIR VALUE - Acquisitions (Details) - USD ($) $ in Millions | May 12, 2021 | Jan. 18, 2021 | Aug. 01, 2020 | Jul. 03, 2021 | Apr. 03, 2021 | Sep. 26, 2020 | Jul. 03, 2021 | Jun. 27, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payments to acquire businesses, net of cash acquired | $ 102.6 | $ 0 | ||||||
Cash acquired from acquisition | 4.5 | |||||||
POSI LOCK | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Other assets | $ 10 | |||||||
Payments to acquire businesses, net of cash acquired | $ 10 | |||||||
UTG Mixing Group | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payments to acquire businesses, net of cash acquired | $ 38 | $ 38 | ||||||
Cash acquired from acquisition | $ 2.9 | $ 2.9 | ||||||
Philadelphia Mixing Solutions, Ltd | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payments to acquire businesses, net of cash acquired | $ 64.6 | $ 64.6 | ||||||
Cash acquired from acquisition | $ 1.6 | $ 1.6 | $ 2.9 |
FAIR VALUE - Indebtedness and O
FAIR VALUE - Indebtedness and Other (Details) - USD ($) $ in Millions | Jul. 03, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other indebtedness | $ 15.5 | $ 12.5 |
Senior notes | 5.875% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Stated interest rate | 5.875% | |
Fair value, measurements, nonrecurring | Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | $ 100 | 100 |
Other indebtedness | 15.5 | 12.5 |
Fair value, measurements, nonrecurring | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 100 | 100 |
Other indebtedness | 15.5 | 12.5 |
Fair value, measurements, nonrecurring | Level 2 | Carrying Amount | Senior notes | 5.875% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | 300 | 300 |
Fair value, measurements, nonrecurring | Level 2 | Fair Value | Senior notes | 5.875% senior notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes | $ 309.8 | $ 313.5 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) | Aug. 03, 2021USD ($) | Jul. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Precision Solutions | |||
Subsequent Event [Line Items] | |||
Revenue of previous fiscal year | $ 4,000,000 | ||
Subsequent event | Precision Solutions | |||
Subsequent Event [Line Items] | |||
Proceeds from sale of product line | $ 8,000,000 | ||
Subsequent event | Senior notes | Senior unsecured notes, due in 2026, 5.875% | |||
Subsequent Event [Line Items] | |||
Repurchased face amount | $ 300,000,000 | ||
Stated interest rate | 5.875% | ||
Redemption price | 102.938% | ||
Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 960,500,000 | ||
Consolidated EBITDA percentage | 1 | ||
Ratio of indebtedness to net capital, accordion feature | 2.75 | ||
Proceeds reinvestment period | 360 days | ||
Reinvestment requirement period | 180 days | ||
Percentage of domestic subsidiaries capital stock | 100.00% | ||
Percentage of foreign subsidiaries capital stock | 65.00% | ||
Maintained interest coverage ratio | 3 | ||
Consolidated leverage ratio, quarterly requirement | 4 | ||
Ratio of indebtedness to net capital, capital stock repurchase | 2.50 | ||
Capital stock repurchase, maximum aggregate annual amount | $ 100,000,000 | ||
Capital stock repurchase, additional amount | $ 300,000,000 | ||
Capital stock repurchase, percentage of consolidated net income | 50.00% | ||
Capital stock repurchase, percentage of consolidated net deficit | 100.00% | ||
Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | Fed funds effective rate overnight index swap rate | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | LIBOR | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Subsequent event | Line of credit | Maximum | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Accordion feature amount | $ 275,000,000 | ||
Secured debt | Subsequent event | Financial Letter of Credit Fee | |||
Subsequent Event [Line Items] | |||
Fronting fee | 0.125% | ||
Secured debt | Subsequent event | Letter of credit, non-financial | |||
Subsequent Event [Line Items] | |||
Fronting fee | 0.25% | ||
Secured debt | Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Delayed draw term loan facility | Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | 277,300,000 | ||
FCI Commitment Fee | Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | 110,500,000 | ||
Global Revolving Commitment Fee | Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | 283,600,000 | ||
Domestic line of credit | Subsequent event | Line of credit | Amendment and Restatement of Senior Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 189,100,000 |
SUBSEQUENT EVENTS - Schedule of
SUBSEQUENT EVENTS - Schedule of Per Annum Fees Charged and Interest Rate Margins (Details) - Line of credit - Subsequent event - Amendment and Restatement of Senior Credit Facility | Aug. 03, 2021 |
Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 3 |
Instrument fee | 1.05% |
Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Instrument fee | 0.90% |
Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Instrument fee | 0.825% |
Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 1.50 |
Instrument fee | 0.75% |
LIBOR | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.00% |
LIBOR | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.75% |
LIBOR | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.50% |
LIBOR | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.375% |
LIBOR | Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1.25% |
Base rate | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.75% |
Base rate | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.50% |
Base rate | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.375% |
Base rate | Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.25% |
Revolving Credit Facilities Commitment Fee | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.275% |
Revolving Credit Facilities Commitment Fee | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.25% |
Revolving Credit Facilities Commitment Fee | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.225% |
Revolving Credit Facilities Commitment Fee | Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.20% |
Financial Letter of Credit Fee | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 1.75% |
Financial Letter of Credit Fee | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 1.50% |
Financial Letter of Credit Fee | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 1.375% |
Financial Letter of Credit Fee | Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 1.25% |
FCI Commitment Fee | Greater than or equal to 3.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.275% |
FCI Commitment Fee | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.25% |
FCI Commitment Fee | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.225% |
FCI Commitment Fee | Less than 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Commitment fee | 0.20% |
Minimum | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 2 |
Minimum | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 1.50 |
Maximum | Between 3.00 to 1.0 and 2.00 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 3 |
Maximum | Between 2.00 to 1.0 and 1.50 to 1.0 | |
Line of Credit Facility [Line Items] | |
Maintained consolidated leverage ratio | 2 |