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): April 23, 2002 SPX CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-6498 38-1016240 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 13515 Ballantyne Corporate Place Charlotte, NC 28277 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (704) 752-4400 2300 One Wachovia Center 301 South College Street Charlotte, NC 28202-6039 -------------------------------------------------------------------- (Former name or former address, if changed since last report.)
Item 5. Other Events. On April 23, 2002, we issued the press release filed as Exhibit 99.1 hereto and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued April 23, 2002 1
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. SPX CORPORATION Date: April 24, 2002 By: /s/ Patrick J. O'Leary ------------------------------------- Patrick J. O'Leary Vice President Finance, Treasurer and Chief Financial Officer S-1
INDEX TO EXHIBITS Exhibit Number Description - ------ ----------- 99.1 Press Release issued April 23, 2002 E-1
Exhibit 99.1 N E W S R E L E A S E [Logo of SPX Corporation] Contact: Charles A. Bowman 800-727-1779 E-mail: investor@spx.com SPX FIRST QUARTER EPS EXCEEDS FIRST CALL CONSENSUS ESTIMATE BY $.05 PER SHARE First Quarter Revenues Up 66%; Margins Rise 110 Points CHARLOTTE, NC - April 23, 2002 - SPX Corporation (NYSE:SPW) today announced first quarter 2002 financial results. The company reported revenues for the first quarter 2002 of $1.13 billion and earnings before the cumulative effect of a change in accounting principle of $1.56 per share or $1.66 per share before special charges. Commenting on the company's first quarter results, John B. Blystone, Chairman, President and CEO said, "We have exceeded our commitments again in very tough economic conditions. The combination of product technology and operating efficiencies is enabling us to continue to improve results even in this challenging economy. We are confident in our target of delivering sequentially stronger quarterly results as 2002 progresses and meeting the First Call consensus earnings estimate of $8.84 per share for the year before special charges and gains and the cumulative effect of a change in accounting principle." FINANCIAL HIGHLIGHTS: Earnings Per Share: Reported first quarter loss of $2.00 per share includes net unusual items of $3.66 per share as described below. Without the impact of unusual items, earnings per share was $1.66 representing: o A 37.2% increase over first quarter 2001 reported earnings per share of $1.21 without the impact of charges. o A 28.7% increase over first quarter 2001 earnings per share of $1.29 pro forma for UDI and as if SFAS 141 and SFAS 142 accounting for goodwill amortization was in effect in 2001. First quarter reported earnings per share includes the following: o A $6.4 million pretax special charge ($4.0 million after-tax), or $0.10 per share, primarily associated with UDI integration actions and previously announced restructuring actions. o In the first quarter of 2002, the company adopted SFAS 141 and SFAS 142. Associated with the adoption of these pronouncements, a one-time non-cash charge of $148.6 million, or $3.56 per share, was recorded as a change in accounting principle. As required, the company discontinued the amortization of goodwill and indefinite lived intangible assets.
Revenues: Reported revenues for the first quarter were $1.13 billion compared with first quarter 2001 revenues of $680.4 million. Internal growth declined 3.6% and would have declined 5.9% if SPX had owned UDI in the first quarter 2001. The following schedule summarizes internal growth by segment for the first quarter of 2002: First Quarter Revenue Growth By Segment Reported Internal *Internal Pro Forma for UDI Technical Products and Systems 46.2% -3.5% -4.1% Industrial Products and Services 53.9% 0.9% -4.2% Flow Technology 292.3% -4.3% -5.7% Service Solutions 7.3% -10.2% -12.0% Consolidated 66.1% -3.6% -5.9% * Pro forma internal growth assumes UDI, which was acquired on May 24, 2001, was acquired on January 1, 2001. - - Technical Products and Systems first quarter 2002 reported revenues were $304.0 million. Double-digit internal growth in digital broadcast antennas and life science equipment was offset by a decline in demand for pipe and cable locating equipment and industrial furnaces. - - Industrial Products and Services reported revenues for the first quarter of 2002 were $384.2 million. Internal growth in high-tech castings was offset by a decline in medium and high-pressure hydraulic equipment, industrial and residential heating units and dock equipment. - - Flow Technology reported revenues for the first quarter of 2002 were $279.7 million. Double- digit internal growth for cooling towers was offset by a decline in demand for air filtration and dehydration equipment. - - Service Solutions reported revenues for the first quarter of 2002 were $162.6 million. A shortfall in daily tool orders contributed to the decline in revenues. Operating Margins: Excluding special charges, first quarter operating margins of 12.4% increased 110 basis points from 11.3% in the first quarter of 2001 and 330 basis points over margins of 9.1% for the pro forma first quarter 2001. These improvements in margins were a result of acquisition synergies, cost reduction initiatives and other actions to properly size the businesses. First Quarter Reported Pro Forma Reported Operating Margin By Segment 2002 2001 2001 Technical Products and Systems 14.5% 12.5% 14.2% Industrial Products and Services 14.5% 11.1% 13.9% Flow Technology 14.1% 7.1% 12.6% Service Solutions 9.3% 10.2% 8.1% Consolidated 12.4% 9.1% 11.3%
Cash Flow: The company generated EBIT of $149.8 million and EBITDA of $180.6 million for the first quarter 2002, compared to reported EBIT of $88.1 million and reported EBITDA of $119.3 million for the first quarter 2001 excluding unusual items. o First quarter net cash from operations of $36.9 million, less capital spending of $27.5 million, plus cash restructuring costs of $25.2 million resulted in normalized free cash from operations of $34.6 million. o First quarter results included annual cash incentive compensation payments of $50.0 million. Cash incentive payments are made in the first quarter of each year. o First quarter 2002 EBITDA margins were 16.0% compared to 13.0% for pro forma first quarter 2001. o There were no stock repurchases during the quarter. o The company completed four strategic acquisitions during the quarter for a total cash and stock consideration of $51.6 million. o Non-cash earnings from pension plans were $7.1 million for the first quarter 2002 compared to $9.3 million for the first quarter 2001. SPX Corporation is a global provider of technical products and systems, industrial products and services, flow technology and service solutions. The Internet address for SPX Corporation's home page is www.spx.com. Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please refer to the Company's public filings for discussion of certain important factors that relate to forward-looking statements contained in this press release. In addition, the Company's future results may be affected by the impact of events flowing from the September 11, 2001 terrorist attacks. The words "believe," "expect," "anticipate," "estimate," "guidance," "target" and similar expressions identify forward-looking statements. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.
SPX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ($ in millions) Unaudited March 31, December 31, 2002 2001 ---------- ----------- ASSETS Current assets: Cash and equivalents $ 374.3 $ 460.0 Accounts receivable 885.4 976.2 Inventories 649.7 625.5 Prepaid and other current assets 132.0 130.7 Deferred income taxes and refunds 244.7 236.6 ---------- ---------- Total current assets 2,286.1 2,429.0 Property, plant and equipment 1,306.8 1,279.2 Accumulated depreciation (466.1) (439.7) ---------- ---------- Net property, plant and equipment 840.7 839.5 Goodwill / intangibles, net 2,919.8 3,061.7 Other assets 757.1 749.9 ---------- ---------- Total assets $ 6,803.7 $ 7,080.1 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 480.3 $ 514.3 Accrued expenses 779.5 856.9 Current maturities of long-term debt 150.8 161.6 ---------- ---------- Total current liabilities 1,410.6 1,532.8 Long-term debt 2,390.9 2,450.8 Deferred income taxes 721.0 752.6 Other long-term liabilities 578.0 603.6 ---------- ---------- Total long-term liabilities 3,689.9 3,807.0 Minority Interest 23.4 25.0 Shareholders' equity: Common stock 422.9 416.5 Paid-in capital 1,194.7 1,139.0 Retained earnings 267.3 350.8 Unearned compensation -- -- Accumulated other comprehensive loss (104.6) (90.5) Common stock in treasury (100.5) (100.5) ---------- ---------- Total shareholders' equity 1,679.8 1,715.3 ---------- ---------- Total liabilities and shareholders' equity $ 6,803.7 $ 7,080.1 ========== ==========
SPX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME ($ in millions, except per share data) Unaudited Three months ended March 31, --------------------- 2002 2001 -------- ------- Revenues $1,130.5 $ 680.4 Costs and expenses: Cost of products sold 757.7 463.3 Selling, general and administrative 230.8 129.3 Goodwill / intangible amortization 1.7 10.8 Special charges 6.4 3.4 -------- ------- Operating income 133.9 73.6 Other (expense) income, net (0.8) 1.7 Equity earnings in joint ventures 10.3 9.4 Interest expense, net (37.0) (24.7) -------- ------- Income before income taxes 106.4 60.0 Provision for income taxes (41.3) (24.6) -------- ------- Income before change in accounting principle 65.1 35.4 Change in accounting principle (148.6) -- -------- ------- Net (loss) income $ (83.5) $ 35.4 ======== ======= Basic (loss) income per share of common stock Income before change in accounting principle $ 1.60 $ 1.17 Change in accounting principle (3.66) -- -------- ------- Net (loss) income per share $ (2.05) $ 1.17 ======== ======= Weighted average number of common shares outstanding 40.647 30.285 Diluted (loss) income per share of common stock Income before change in accounting principle $ 1.56 $ 1.14 Change in accounting principle (3.56) -- -------- ------- Net (loss) income per share $ (2.00) $ 1.14 ======== ======= Weighted average number of common shares outstanding 41.727 30.976
SPX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in millions) Unaudited Three months ended March 31, ------------------- 2002 2001 ------- ------- Cash flows from (used in) operating activities: Net (loss) income $ (83.5) $ 35.4 Adjustments to reconcile net income to net cash from operating activities - Change in accounting principle 148.6 -- Special charges 6.4 3.4 Deferred income taxes 35.2 (3.3) Depreciation 26.7 19.2 Amortization of goodwill and intangibles 4.1 12.0 Amortization of discount on LYONs 5.6 2.3 Employee benefits (3.5) (7.7) Other, net (3.4) 2.2 Changes in operating assets and liabilities, net of effects from acquisitions and divestitures (74.1) (40.3) Accrued restructuring liabilities (25.2) (4.2) ------- ------- Net cash from operating activities 36.9 19.0 Cash flows from (used in) investing activities: Business acquisitions and investments, net of cash acquired (40.1) (120.4) Capital expenditures (27.5) (33.0) Other, net (7.5) 8.1 ------- ------- Net cash used in investing activities (75.1) (145.3) Cash flows from (used in) financing activities: Net borrowings under revolving credit agreement -- (220.0) Borrowings under other debt agreements -- 853.3 Payments under other debt agreements (76.3) (25.3) Common stock issued under stock incentive programs 25.3 7.5 Common stock issued under exercise of stock warrants 20.8 -- Other, net (17.3) -- ------- ------- Net cash (used in) from financing activities (47.5) 615.5 ------- ------- Net (decrease) increase in cash and equivalents (85.7) 489.2 Cash and equivalents, beginning of period 460.0 73.7 ------- ------- Cash and equivalents, end of period $ 374.3 $ 562.9 ======= =======
SPX CORPORATION AND SUBSIDIARIES RECONCILIATION OF RESULTS ON A COMPARABLE BASIS EXCLUDING UNUSUAL ITEMS ($ in millions, except per share amounts) Unaudited Three months ended March 31, -------------------- 2002 2001 ------- ------- Income before income taxes and change in accounting principle $ 106.4 $ 60.0 Special charges and gains: Restructuring and other special charges 6.4 3.4 ------- ------- Pretax income excluding unusual items 112.8 63.4 Income taxes (43.7) (26.0) ------- ------- Net income from continuing operations excluding unusual items $ 69.1 $ 37.4 ======= ======= Diluted EPS from continuing operations excluding unusual items $ 1.66 $ 1.21 ======= ======= Pro forma impact of SFAS 142 on diluted EPS * n/a 0.26 ------- ------- Diluted EPS from continuing operations excluding unusual items adjusted for SFAS 142 * $ 1.66 $ 1.47 ======= ======= Shares outstanding 41.727 30.976 * as if SFAS 142 was in effect during 2001
SPX CORPORATION AND SUBSIDIARIES RESULTS OF OPERATING INCOME BY SEGMENT ($ in millions) Unaudited Three months ended March 31, -------------------- 2002 2001 (1) % -------- -------- ----- Technical Products and Systems Revenues $ 304.0 $ 208.0 46.2% Gross profit 130.1 86.2 Selling, general & administrative 85.0 54.9 Goodwill/intangible amortization (3) 1.0 1.7 -------------------- Operating income (2) $ 44.1 $ 29.6 49.0% ==================== as a percent of revenues 14.5% 14.2% Industrial Products and Services Revenues $ 384.2 $ 249.6 53.9% Gross profit 100.6 61.7 Selling, general & administrative 44.6 22.0 Goodwill/intangible amortization (3) 0.4 5.0 -------------------- Operating income (2) $ 55.6 $ 34.7 60.2% ==================== as a percent of revenues 14.5% 13.9% Flow Technology Revenues $ 279.7 $ 71.3 292.3% Gross profit 97.3 26.3 Selling, general & administrative 57.8 17.3 Goodwill/intangible amortization (3) 0.2 - -------- -------- Operating income (2) $ 39.3 $ 9.0 336.7% ======== ======== as a percent of revenues 14.1% 12.6% Service Solutions Revenues $ 162.6 $ 151.5 7.3% Gross profit 44.8 42.9 Selling, general & administrative 29.6 26.6 Goodwill/intangible amortization (3) 0.1 4.1 -------------------- Operating income (2) $ 15.1 $ 12.2 23.8% ==================== as a percent of revenues 9.3% 8.1% Corporate expenses $ 13.8 $ 8.5 Consolidated operating margins 12.4% 11.3% (1) First quarter 2001, results represent the SPX businesses before the acquisition of UDI. (2) All amounts exclude special charges. (3) If SFAS 142 was in effect for 2001, intangible amortization would have been lower by $1.7 for the Technical Products and Systems segment, $4.4 for the Industrial Products and Services segment, $0.3 for the Flow Technology segment, and $4.1 for the Service Solutions segment.
SPX CORPORATION AND SUBSIDIARIES CASH RECONCILIATION ($ in millions) Unaudited Three months ended 3/31/2002 --------- Beginning cash $ 460.0 Operational cash flow 36.9 Acquisition of Dukane (30.0) Other acquisitions (10.1) Capital expenditures (27.5) Net borrowings / (payments) (76.3) Other equity issuances 46.1 Other, net (24.8) -------- Ending cash $ 374.3 ======== Ending LYONs Ending Debt Net Debt Discount Debt 12/31/2001 Change Acquired Accretion 3/31/2002 ----------- ------ -------- --------- --------- Revolver -- -- -- Tranche A 393.7 (31.2) 362.5 Tranche B 490.0 (1.3) 488.7 Tranche C 823.0 (2.1) 820.9 February LYONS 590.9 -- 3.9 594.8 May LYONS 244.8 -- 1.7 246.5 IRB 1.0 -- 1.0 Debt acquired from UDI 41.1 (26.6) 14.5 Other 27.9 (15.1) 12.8 ----------- ------ ---- ---- -------- Totals $ 2,612.4 $(76.3) $ -- $5.6 $2,541.7 =========== ====== ==== ==== ========
SPX CORPORATION AND SUBSIDIARIES FREE CASH FLOW AS % OF NET INCOME ($ in millions) Unaudited 2001 2002 1Q 2Q 3Q 4Q Year 1Q ----- ----- ----- ----- ------ ----- Cash flow from operations (GAAP) 19.0 96.9 120.7 255.6 492.2 36.9 Capital expenditures (33.0) (48.0) (32.4) (36.6) (150.0) (27.5) ----------------------------------------------------------- Free cash flow before restructuring (14.0) 48.9 88.3 219.0 342.2 9.4 ----------------------------------------------------------- Cash restructuring 4.2 4.5 16.9 29.4 55.0 25.2 ----------------------------------------------------------- Normalized free cash flow (9.8) 53.4 105.2 248.4 397.2 34.6 ----------------------------------------------------------- Net income before change in accounting principle 35.4 13.4 59.2 65.0 173.0 65.1 Net income before change in accounting principle (excluding unusuals) 37.4 54.4 61.6 83.8 237.2 69.1 % of net income (excluding unusuals) NM 98.2% 170.8% 296.4% 167.5% 50.1% % of net income reported before change in accounting principle NM 364.9% 149.2% 336.9% 197.8% 14.4%