8-KThe WireStrategic
Results of Operations
Filed Feb 20, 2019 · 7y ago · Accession 0001104659-19-009575
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2019
SPX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-6948
38-1016240
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
13320-A Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (980) 474-3700
NOT APPLICABLE
(Former name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On February 14, 2019, SPX Corporation (the Company) held a previously announced conference call to discuss the Companys results for the three and twelve months ended December 31, 2018 and its 2019 financial guidance. The conference call was simultaneously webcast via the Companys website at www.spx.com and the slide presentation was available in the Investor Relations section of the Companys website. A transcript of the conference call and the slide presentation accompanying the conference call are furnished as Exhibits 99.1 and 99.2 hereto, respectively, and are incorporated into this Item 2.02 by reference.
The conference call transcript and slide presentation incorporated by reference into this Item 2.02 contain certain non-GAAP financial measures, including disclosure regarding adjusted revenues and adjusted segment income (loss), defined as revenues and segment income (loss) for the Company excluding the All Other group of operating segments, with All Other comprised of the results of the South African operations and SPX Heat Transfer business (Heat Transfer). Due, in part, to certain wind-down activities, and the related decline in volumes, the South African operations and Heat Transfer have a diminishing impact on the Companys operating results over the long term. As such, the Companys management believes it is useful to investors to disclose revenues and segment income (loss) without the results of the All Other group of operating segments to provide investors with metrics that the Companys management uses to measure the overall performance of its businesses. Additionally, during the three and twelve months ended December 31, 2018, the Company included adjustments to arrive at adjusted revenues and adjusted segment income (loss) by excluding non-recurring charges associated with (i) the step-up of inventory (to fair value) acquired in connection with the Schonstedt and Cues acquisitions that were completed on March 1, 2018, and June 7, 2018, respectively, (ii) amortization expense associated with the backlog intangible asset acquired in connection with the Cues acquisition, and (iii) deferred revenues acquired in the Cues transaction. Adjusted revenues and adjusted segment income (loss) do not provide investors with an accurate measure of, and should not be used as substitutes for, the Companys revenues and segment income (loss) as determined in accordance with accounting principles generally accepted in the United States (GAAP), and may not be comparable to similarly titled measures reported by other companies.
The conference call transcript and slide presentation incorporated by reference into this Item 2.02 also contain disclosure for the three and twelve months ended December 31, 2018 regarding adjusted revenue and adjusted segment income for the Companys Detection and Measurement reportable segment, defined as revenue and segment income for its Detection and Measurement reportable segment excluding the inventory step-up charges, backlog amortization, and the adjustment to acquired deferred revenue noted above. Adjusted revenue and adjusted segment income for the Detection and Measurement reportable segment does not provide investors with an accurate measure of, and should not be used as a substitute for, revenue and segment income of the Detection and Measurement reportable segment as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The conference call transcript and slide presentation incorporated by reference into this Item 2.02 also contain disclosure regarding adjusted operating income (loss) and adjusted earnings (loss) per share, defined as operating income (loss) and diluted net income (loss) per share from continuing operations excluding the following items: (a) results of the All Other group of operating segments, (b) non-service pension and postretirement expense (income), (c) acquisition related charges, (d) losses on the sale of the Companys Dry Cooling business, (e) non-cash charges associated with the amendment/refinancing of our senior credit agreement, (f) a non-recurring gain on interest rate swaps that no longer qualified for hedge accounting, and (g) the removal of certain discrete income tax benefits, as applicable, as well as (h) the income tax impact of items (a) through (f). In addition to the Companys All Other group of operating segments, as described above, the Companys management views the impact related to each of the other items as not indicative of the Companys ongoing performance. The Company believes that inclusion of only the service cost and prior service cost components of pension and postretirement expense better reflects the ongoing costs of providing pension and postretirement benefits to its employees. Other components of GAAP pension and postretirement expense (income) are mainly driven by market performance, and the Company manages these separately from the operational performance of its business. The Company believes adjusted operating income (loss) and adjusted earnings (loss) per share, when read in conjunction with operating income (loss) and diluted net income (loss) per share from continuing operations, gives investors a useful tool to assess and understand the Companys overall financial performance, because they exclude items of income or expense that the Company believes are not reflective of its ongoing operating performance, allowing for a better
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period-to-period comparison of operations of the Company. Additionally, the Companys management uses adjusted operating income (loss) and adjusted earnings (loss) per share as measures of the Companys performance. The adjusted operating income (loss) and adjusted earnings (loss) per share measures do not provide investors with an accurate measure of the actual operating income (loss) and diluted net income (loss) per share from continuing operations reported by the Company and should not be considered as substitutes for operating income (loss) and diluted net income (loss) per share from continuing operations as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The conference call transcript and slide presentation incorporated by reference into this Item 2.02 also contain disclosure regarding organic revenue growth (decline), defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and acquisitions/divestitures, as applicable. The Companys management believes that organic revenue growth (decline) is a useful financial measure for investors in evaluating operating performance for the periods presented, because excluding the effect of currency fluctuations and acquisitions/divestitures, when read in conjunction with the Companys revenues, presents a useful tool to evaluate the Companys ongoing operations and provides investors with a tool they can use to evaluate the Companys management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors the Companys management uses in internal evaluations of the overall performance of its business. This metric, however, should not be considered a substitute for revenue growth (decline) as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
The conference call transcript and slide presentation incorporated by reference into this Item 2.02 also contain disclosure regarding adjusted free cash flow from (used in) continuing operations, defined as net cash from (used in) continuing operations, less capital expenditures of continuing operations and excluding the free cash flow of the All Other group of operating segments. The Companys management believes that adjusted free cash flow from (used in) continuing operations is a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies, since it provides insight into the on-going cash flow available to fund such things as mandatory and discretionary debt reduction, equity repurchases, and acquisitions or other strategic investments. Adjusted free cash flow from (used in) continuing operations is not a measure of financial performance under GAAP. This measure should not be considered a substitute for net cash flow from (used in) continuing operations, as determined in accordance with GAAP, but rather should be used in combination with cash flows from (used in) operating activities as determined in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
Refer to the tables included in the slide presentation for the components of each of the Companys non-GAAP financial measures referred to above, and for the reconciliations of these numbers to their respective comparable GAAP measures.
The information in this Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
99.1
Transcript of conference call held February 14, 2019
99.2
Slide presentation dated February 14, 2019
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SIGNATURES
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.
SPX CORPORATION
(Registrant)
Date: February 20, 2019
By:
/s/ Scott W. Sproule
Scott W. Sproule
Vice President, Chief Financial Officer and
Treasurer
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Filing details
- Company
- SPX Technologies, Inc.
- Ticker
- SPXC
- CIK
- 88205
- Form type
- 8-K
- Filing date
- Feb 20, 2019
- Report date
- Feb 14, 2019
- Document
- a19-4933_18k.htm
- Size
- 3.5 MB