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SPX Technologies, Inc. — Capital/Financing Update 2005
May 16, 2005
30660_rns_2005-05-16_3ad92058-64e6-4df7-9aa5-9e992c9939ab.zip
Capital/Financing Update
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2005
SPX CORPORATION (Exact name of registrant as specified in its charter)
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DELAWARE (State or other jurisdiction of incorporation or organization) 1-6948 (Commission File Number) 38-1016240 (I.R.S. Employer Identification No.)
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13515 Ballantyne Corporate Place Charlotte, North Carolina 28277 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (704) 752-4400
NOT APPLICABLE (Former name or former address if changed since last)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This Form 8-K/A amends the Form 8-K filed on May 13, 2005 solely for the purpose of including Exhibit 2.2 that was inadvertently omitted.
Item 2.01. Completion of Disposition of Assets.
On May 9, 2005, SPX Corporation ("SPX" or the "Company") completed the sale of its Kendro laboratory and life sciences products business ("Kendro") to Thermo Electron Corporation ("Thermo") for $833.5 million in cash, subject to post-closing adjustment. The disposition was completed pursuant to a purchase agreement, dated as of January 19, 2005 as amended, (the "Purchase Agreement"), by and among SPX, Kendro GP II, LLC, SPX Europe GmbH, General Signal Ireland B.V., and GSLE Development Corporation and Thermo and Thermo Electron (Oberhausen) GmbH.
In connection with completing the transaction, SPX and Thermo entered into an amendment, dated as of May 6, 2005 (the "Amendment"), to the Purchase Agreement. The Amendment provided for (a) additional Thermo subsidiaries to be added as parties to the Purchase Agreement as purchasers, (b) the revision of certain procedures and deliverables for the closing of the transaction and (c) the addition and/or revision of certain exhibits and schedules to the Purchase Agreement, including a revised purchase price allocation reflecting the amendments to the closing procedures. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 2.1 hereto.
On May 9, 2005, SPX issued a press release related to the Kendro disposition (the "Press Release"). A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
In addition to the completion of the Kendro sale noted above, on January 2, 2005, the Company completed the sale of its BOMAG compaction equipment business ("BOMAG") to Fayat SA for approximately $446 million in cash, subject to price adjustment based on working capital existing as of January 2, 2005. Also, on March 23, 2005, the Company completed the sale of its fire detection and building life-safety systems business, Edwards Systems Technology ("EST"), to subsidiaries of General Electric Company for $1.395 billion in cash. The required pro forma financial information related to the completion of the BOMAG and EST sales were filed on Form 8-Ks on January 6, 2005 and March 29, 2005, respectively.
The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2004 reflects the dispositions of BOMAG, EST and Kendro as if they had occurred on January 1, 2004. The accompanying unaudited pro forma consolidated statement of operations for the quarter ended March 31, 2005 reflects the disposition of Kendro as if it had occurred on January 1, 2005. No pro forma impact is presented for the BOMAG and EST dispositions for the quarter ended March 31, 2005, as these dispositions were completed during the quarter. The unaudited pro forma consolidated balance sheet of the Company reflects the disposition of Kendro as if it had occurred on March 31, 2005. The pro forma adjustments for all statements and periods presented are based on the cash receipts and gains resulting from the dispositions and other transactions resulting from the dispositions, as applicable.
The pro forma financial information is based on presently available information and is not necessarily indicative of the results that would have been reported had the transactions actually occurred on the dates specified. The final accounting for the disposition of the Kendro business is still under review by management and will be finalized prior to the filing of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. The pro forma gain on the disposition of the Kendro business is based on the net book value at March 31, 2005 of the net assets sold. Accordingly, the Company's actual recording of the disposition may differ from the pro forma financial information. The pro forma financial information does not purport to indicate the future consolidated financial position or future consolidated results of operations of the Company.
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SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited) ($ in millions)
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| March 31, 2005 — Historical | Kendro | Adjustments | Pro Forma | ||||
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and equivalents | $ 1,157.3 | $ 833.5 | A | $ (600.0 | ) G | $ 1,390.8 | |
| Accounts receivable, net | 905.0 | 905.0 | |||||
| Inventories, net | 520.5 | 520.5 | |||||
| Other current assets | 93.9 | 93.9 | |||||
| Deferred income taxes | 184.0 | 184.0 | |||||
| Assets of discontinued operations | 599.7 | (588.3 | ) B | 11.4 | |||
| Total current assets | 3,460.4 | 245.2 | (600.0 | ) | 3,105.6 | ||
| Property, plant and equipment | 948.6 | 948.6 | |||||
| Accumulated depreciation | (458.4 | ) | (458.4 | ) | |||
| Net property, plant and equipment | 490.2 | | | 490.2 | |||
| Goodwill | 2,029.4 | 2,029.4 | |||||
| Intangibles, net | 484.1 | 484.1 | |||||
| Other assets | 624.6 | (6.5 | ) H | 618.1 | |||
| Total assets | $ 7,088.7 | $ 245.2 | $ (606.5 | ) | $ 6,727.4 | ||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ 466.7 | $ | $ 466.7 | ||||
| Accrued expenses | 639.5 | 11.8 | C | 651.3 | |||
| Income taxes payable | 458.3 | 131.7 | D | (2.5 | ) H | 587.5 | |
| Short-term debt | 43.6 | 43.6 | |||||
| Current maturities of long-term debt | 365.3 | 365.3 | |||||
| Liabilities of discontinued operations | 118.1 | (111.9 | ) B | 6.2 | |||
| Total current liabilities | 2,091.5 | 31.6 | (2.5 | ) | 2,120.6 | ||
| Long-term debt | 1,025.0 | | (600.0 | ) G | 425.0 | ||
| Deferred and other income taxes | 682.4 | 682.4 | |||||
| Other long-term liabilities | 593.3 | 593.3 | |||||
| Total long-term liabilities | 2,300.7 | | (600.0 | ) | 1,700.7 | ||
| Minority interest | 4.4 | 4.4 | |||||
| Shareholders' equity: | |||||||
| Common stock | 907.8 | 907.8 | |||||
| Paid-in capital | 1,023.6 | 1,023.6 | |||||
| Retained earnings | 1,287.2 | 300.0 | E | (4.0 | ) H | 1,583.2 | |
| Unearned compensation | (60.5 | ) | (60.5 | ) | |||
| Accumulated other comprehensive income | 212.4 | (86.4 | ) F | 126.0 | |||
| Common stock in treasury | (678.4 | ) | (678.4 | ) | |||
| Total shareholders' equity | 2,692.1 | 213.6 | (4.0 | ) | 2,901.7 | ||
| Total liabilities and shareholders' equity | $ 7,088.7 | $ 245.2 | $ (606.5 | ) | $ 6,727.4 |
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The accompanying notes are an integral part of these pro forma financial statements.
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SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) ($ in millions, except per share amounts)
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| Quarter ended March 31, 2005 — Historical | Kendro (1) | Adjustments | Pro Forma | ||||
|---|---|---|---|---|---|---|---|
| Revenues | $ 1,032.6 | $ | | $ | $ | 1,032.6 | |
| Costs and expenses: | |||||||
| Cost of products sold | 774.4 | | | 774.4 | |||
| Selling, general and administrative | 211.6 | | | 211.6 | |||
| Intangible amortization | 4.6 | | | 4.6 | |||
| Special charges, net | 4.8 | 4.8 | |||||
| Operating income | 37.2 | | | 37.2 | |||
| Other expense, net | (3.3 | ) | | | (3.3 | ) | |
| Interest expense, net | (30.7 | ) | 10.8 | I | (19.9 | ) | |
| Loss on early extinguishment of debt | (103.5 | ) | | (6.9) | J | (110.4 | ) |
| Income (loss) from continuing operations before income taxes | (100.3 | ) | | 3.9 | (96.4 | ) | |
| Income tax benefit (provision) | 38.7 | | (1.5 | ) K | 37.2 | ||
| Equity earnings in joint ventures | 4.3 | 4.3 | |||||
| Income (loss) from continuing operations | (57.3 | ) | | 2.4 | (54.9 | ) | |
| Basic earnings per share of common stock | |||||||
| Loss from continuing operations | $ (0.77 | ) | $ | (0.74 | ) | ||
| Weighted average number of common shares outstanding | 74.556 | 74.556 | |||||
| Diluted earnings per share of common stock | |||||||
| Loss from continuing operations | $ (0.77 | ) | $ | (0.74 | ) | ||
| Weighted average number of common shares outstanding | 74.556 | 74.556 |
end of user-specified TAGGED TABLE (1) The Kendro business was classified as a discontinued operation for the quarter ended March 31, 2005 and the results of its operations were shown below income from continuing operations in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
The accompanying notes are an integral part of these pro forma financial statements.
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SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) ($ in millions, except per share amounts)
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| Year ended December 31, 2004 — Historical | BOMAG (1) | EST (1) | Kendro (1) | Adjustments | Pro Forma | ||||
|---|---|---|---|---|---|---|---|---|---|
| Revenues | $ 4,372.0 | $ | | $ | $ | $ | $ | 4,372.0 | |
| Costs and expenses: | |||||||||
| Cost of products sold | 3,233.2 | | | | | 3,233.2 | |||
| Selling, general and administrative | 838.4 | | | | | 838.4 | |||
| Intangible amortization | 17.2 | | | | | 17.2 | |||
| Special charges, net | 45.5 | 45.5 | |||||||
| Impairment of goodwill and indefinite lived intangible assets | 246.8 | | | | | 246.8 | |||
| Operating loss | (9.1 | ) | | | | | (9.1 | ) | |
| Other expense, net | (9.2 | ) | | | | | (9.2 | ) | |
| Interest expense, net | (154.0 | ) | | | | 24.9 | L,M | (129.1 | ) |
| Income (loss) from continuing operations before income taxes | (172.3 | ) | | | | 24.9 | (147.4 | ) | |
| Income tax benefit (provision) | 31.6 | | | | (9.6) | N | 22.0 | ||
| Equity earnings in joint ventures | 26.0 | 26.0 | |||||||
| Income (loss) from continuing operations | (114.7 | ) | | | | 15.3 | (99.4 | ) | |
| Basic earnings per share of common stock | |||||||||
| Loss from continuing operations | $ (1.54 | ) | $ | (1.34 | ) | ||||
| Weighted average number of common shares outstanding | 74.271 | 74.271 | |||||||
| Diluted earnings per share of common stock | |||||||||
| Loss from continuing operations | $ (1.54 | ) | $ | (1.34 | ) | ||||
| Weighted average number of common shares outstanding | 74.271 | 74.271 |
end of user-specified TAGGED TABLE (1) The BOMAG, EST and Kendro businesses were classified as discontinued operations at December 31, 2004 and the results of their operations were shown below income from continuing operations in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.
The accompanying notes are an integral part of these pro forma financial statements.
ZEQ.=1,SEQ=5,EFW="2158354",CP="SPX CORPORATION",DN="1",CHK=823961,FOLIO='blank',FILE='DISK051:[05ATA6.05ATA1336]DH1336A.;1',USER='JBAKER',CD='16-MAY-2005;12:12' THIS IS THE END OF A COMPOSITION COMPONENT TOC_END
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in millions)
1. Basis of Presentation
The preceding unaudited pro forma consolidated financial statements are based upon the Company's historical results of operations and financial condition, adjusted to reflect the pro forma effect of the sale of the Company's BOMAG, EST and Kendro businesses, as applicable. The historical consolidated financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 and with the unaudited consolidated financial statements and notes in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
2. Pro Forma Adjustments
Pro Forma Balance Sheet Adjustments
Pro Forma Statement of Operations Adjustments for the Quarter Ended March 31, 2005
Pro Forma Statement of Operations Adjustments for the Year Ended December 31, 2004
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(c) Exhibits
The following exhibits are filed herewith:
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| Exhibit Number | Description |
|---|---|
| 2.1 | Purchase Agreement, dated as of January 19, 2005, by and among SPX, Kendro GP II, LLC, SPX Europe GmbH, General Signal Ireland B.V., and GSLE Development Corporation and Thermo and Thermo Electron (Oberhausen) GmbH, |
| incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SPX on January 21, 2005 (file no. 1-6948). | |
| 2.2 | Amendment to Purchase Agreement, dated as of May 6, 2005, by and among SPX, Kendro GP II, LLC, SPX Europe GmbH, General Signal Ireland B.V., and GSLE Development Corporation and Thermo, Thermo Electron (Oberhausen) GmbH, Thermo Electron SA, and |
| Thermo Electron Beteiligungsverwaltungs GmbH.* | |
| 99.1 | Press Release issued May 9, 2005. |
end of user-specified TAGGED TABLE * The schedule and exhibit are not filed but SPX undertakes to supplementally furnish a copy of the schedule or exhibit to the Securities and Exchange Commission upon request.
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TOC_END
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: May 16, 2005 | SPX CORPORATION — By: | /s/ Patrick J. O'Leary Patrick J. O'Leary Executive Vice President, Treasurer and Chief Financial Officer |
|---|---|---|
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S-1
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TOC_END
EXHIBIT INDEX
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| Exhibit Number | Description |
|---|---|
| 2.1 | Purchase Agreement, dated as of January 19, 2005, by and among SPX, Kendro GP II, LLC, SPX Europe GmbH, General Signal Ireland B.V., and GSLE Development Corporation and Thermo and Thermo Electron (Oberhausen) GmbH, |
| incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by SPX on January 21, 2005 (file no. 1-6948). | |
| 2.2 | Amendment to Purchase Agreement, dated as of May 6, 2005, by and among SPX, Kendro GP II, LLC, SPX Europe GmbH, General Signal Ireland B.V., and GSLE Development Corporation and Thermo, Thermo Electron (Oberhausen) GmbH, Thermo Electron SA, and |
| Thermo Electron Beteiligungsverwaltungs GmbH.* | |
| 99.1 | Press Release issued May 9, 2005. |
end of user-specified TAGGED TABLE * The schedule and exhibit are not filed but SPX undertakes to supplementally furnish a copy of the schedule or exhibit to the Securities and Exchange Commission upon request.
E-1
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TOC_BEGIN Item 2.01. Completion of Disposition of Assets. Item 9.01. Financial Statements and Exhibits. TOC_BEGIN SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED BALANCE SHEET (Unaudited) ($ in millions) TOC_BEGIN SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) ($ in millions, except per share amounts) TOC_BEGIN SPX CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) ($ in millions, except per share amounts) TOC_BEGIN NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollar amounts in millions) TOC_BEGIN SIGNATURE TOC_BEGIN EXHIBIT INDEX SEQ=,FILE='QUICKLINK',USER=ESCHAEF,SEQ=,EFW="2158354",CP="SPX CORPORATION",DN="1" TOCEXISTFLAG