0001628280-18-001077.txt : 20180206 0001628280-18-001077.hdr.sgml : 20180206 20180206064042 ACCESSION NUMBER: 0001628280-18-001077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180206 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180206 DATE AS OF CHANGE: 20180206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPX FLOW, Inc. CENTRAL INDEX KEY: 0001641991 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 473110748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37393 FILM NUMBER: 18576184 BUSINESS ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: (704) 752 4400 MAIL ADDRESS: STREET 1: 13320 BALLANTYNE CORPORATE PLACE CITY: CHARLOTTE STATE: NC ZIP: 28277 FORMER COMPANY: FORMER CONFORMED NAME: SPX Flow, Inc. DATE OF NAME CHANGE: 20150511 8-K 1 fy2017earningsrelease8-k.htm 8-K - FLOW FY2017 EARNINGS RELEASE Document




 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 6, 2018
 
SPX FLOW, INC.
(Exact Name of Registrant as specified in Charter)
 
Delaware
 
1-37393
 
47-3110748
(State or Other Jurisdiction of
 
(Commission File Number)
 
(I.R.S. Employer
Incorporation)
 
 
 
Identification No.)
 
13320 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 Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing 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 or Rule 12b-2 of the Securities Exchange Act of 1934:
 
 
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 6, 2018, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference.
The press release incorporated by reference into this Item 2.02 contains disclosure regarding organic revenue growth (decline), defined as net revenue growth (decline) excluding the effects of foreign currency fluctuations. The Company’s management believes that this metric is a useful financial measure for investors in evaluating its operating performance because excluding the effect of currency fluctuations, when read in conjunction with the Company’s revenues, presents a useful tool to evaluate the Company’s ongoing operations and provides investors with a tool they can use to evaluate the Company’s management of assets held from period to period.  In addition, organic revenue growth (decline) is one of the factors the Company’s management uses in internal evaluations of the overall performance of its business.
The press release also contains disclosure regarding net debt, defined as total debt net of cash and equivalents. The Company views this measure, when read in conjunction with its comparable GAAP amount, as giving investors a useful tool to assess the financial health and leverage of the Company. Additionally, the Company’s management uses this metric as a measure of the Company’s leverage.
Between 2015 and 2017 we executed a multi-year, global realignment plan to transition our organization to an operating structure, improve our competitive position and increase our ability to serve customers ("global realignment program"), pursuant to which we incurred costs in 2017, 2016 and 2015 toward restructuring actions ("special charges"). Additionally, the Company recognized an impairment of goodwill associated with its Power and Energy reportable segment of $252.8 during the year ended December 31, 2016. The Company also recognized impairments of intangible assets of $183.9 and $5.5 in 2016 associated with its Power and Energy and Food and Beverage reportable segments, respectively. Further, the Company repurchased and/or redeemed and retired the $600.0 million outstanding aggregate principal amount of its 6.875% senior notes due 2017, including early extinguishment prepayment premiums, which resulted in a charge of $38.9 during the year ended December 31, 2016. To aid investors who seek comparability period-to-period, the Company, in the press release incorporated by reference into this Item 2.02, adjusted certain metrics to exclude these and certain other charges (benefits). These metrics include disclosure of:
(i)
adjusted operating income, which is defined as operating income (loss) excluding the impairment of goodwill and intangible assets and special charges;
(ii)
EBITDA, which is defined as net income (loss) attributable to SPX FLOW, Inc. excluding income tax provision (benefit), interest expense, net and depreciation and amortization;
(iii)
adjusted EBITDA, which is defined as EBITDA excluding the impairment of goodwill and intangible assets, special charges, and a loss related to early extinguishment of debt, and
(iv)
adjusted diluted earnings per share (“EPS”), which is defined as diluted earnings (loss) per share excluding the dilutive EPS effects of the impairment of goodwill and intangible assets, special charges, and a loss related to early extinguishment of debt (all net of tax), discrete tax provisions (benefits) including primarily a tax benefit from a manufacturing expansion in Poland in 2016, and a tax benefit as a result of the U.S. tax law changes pursuant to the Tax Cuts and Jobs Act in 2017.
The Company views each of the above measures, when read in conjunction with their comparable GAAP number or amount, as giving investors useful tools to assess the health and prospects of the Company. Additionally, the Company’s management uses these adjusted metrics as measures of the Company’s performance.
The press release also contains disclosure regarding free cash flow from (used in) operations, defined as net cash from (used in) operations adjusted to include capital expenditures. In addition, the press release contains disclosure regarding adjusted free cash flow from operations, defined as free cash flow from (used in) operations, adjusted to exclude cash spending on restructuring actions, capital expenditures related to expansion of a manufacturing facility in Poland in 2016, and domestic pension payments in 2016, net of tax benefit. The Company’s management believes that free and adjusted free cash flow from (used in) operations are useful financial measures for investors in evaluating the cash flow performance of multi-industrial companies, since the measures provide insight into the cash flow available to fund such things as equity repurchases, dividends, mandatory and discretionary debt reduction and acquisitions or other strategic investments. In addition, although the use of free and adjusted free cash flow from (used in) operations is limited by the fact that these measures can exclude certain cash items within management’s discretion, free and adjusted free cash flow from (used in) operations are factors used by the Company’s management in internal evaluations of the overall performance of its business.




None of the non-GAAP measures described above is a measure of financial performance under accounting principles generally accepted in the United States (“GAAP”), and such measures should not be considered a substitute for, and should be used in combination with, the GAAP number from which each is reconciled. Non-GAAP measures used by the Company may not be comparable to similarly titled measures reported by other companies.
Refer to the tables included in the press release for the components of each of the Company’s non-GAAP numbers or amounts referred to above, and for the reconciliations of these numbers or amounts from 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.
Item 9.01.  Financial Statements and Exhibits.
Exhibit Number
 
Description
 
 
 
99.1

 
Press Release issued February 6, 2018, furnished solely pursuant to Item 2.02 of Form 8-K.




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 FLOW, Inc.
 
 
 
 
 
 
Date: February 6, 2018
By:
/s/ Jeremy W. Smeltser
 
 
Jeremy W. Smeltser
 
 
Vice President and
 
 
Chief Financial Officer






EXHIBIT INDEX
 
Exhibit Number
 
Description
 
 
 

 
Press Release issued February 6, 2018, furnished solely pursuant to Item 2.02 of Form 8-K.



 EX-99.1 2 ex991-fy2017earningsrelease.htm EXHIBIT 99.1 - FLOW FY2017 EARNINGS RELEASE Exhibit
Exhibit 99.1

SPX FLOW REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS
AND PROVIDES 2018 FINANCIAL GUIDANCE
●
Q4 2017 Earnings Per Share of $0.72, Adjusted Earnings Per Share* of $0.52
 
 
 
●
Q4 2017 Operating Cash of $88 Million; 2017 Full Year Operating Cash of $205 Million
 
 
 
●
Net Debt* Reduced by 29% in 2017, Net Leverage Reduced to 3.0x
 
 
 
●
2018 EPS Guidance Range of $2.21 to $2.56 Per Share; EBITDA* of $240 to $260 Million
____________________________________________________________________________________
CHARLOTTE, NC - February 6, 2018 - SPX FLOW, Inc. (NYSE:FLOW) today reported results for the quarter and full year ended December 31, 2017 and issued its 2018 full year guidance.
“Over the past two years we created a strong, healthy foundation for the future.  We completed the execution of our realignment program and transitioned to a customer-focused operating structure, which is simplifying how we work together and unlocking our potential for growth and improvement,” said Marc Michael, President and Chief Executive Officer.
“Our people have shown tremendous resiliency through this transition, great pride in our products and a strong desire to provide first class customer service.  These are critical attributes for our drive to transform SPX FLOW into a world-class operating enterprise.”
“Looking back at 2017, we finished with a solid fourth quarter, highlighted by 25% order growth, strong cash generation and continued debt reduction.  For the full year, orders grew 10% and backlog increased 27% to $1.0 billion.  We generated $205 million of operating cash flow and reduced net debt by $262 million, or 29%.  Net leverage was down to 3.0x at year end, a significant accomplishment.”
“As for 2018, we are targeting revenue growth of 4% to 6% with EPS in the range of $2.21 to $2.56 per share and EBITDA between $240 and $260 million."
“I’m encouraged with the current state of our company and I’m confident in our strategy to create shareholder value.  We are prioritizing investments in our highest value product lines and emphasizing continuous improvement across the enterprise to generate margin expansion.  We are in a strong financial position to invest in our business and see potential for significant value creation as we pivot our strategy to growth and improvement,” Michael concluded.  
Fourth Quarter 2017 Overview:
•
Orders increased 24.6% to $564.9 million, as compared to $453.3 million in the year-ago quarter. Organic orders increased 20.2%, or $91.6 million, with growth across all three segments, including two large dairy processing systems awards totaling $71.5 million in the Food and Beverage segment. The impact of the U.S. Dollar versus foreign currencies increased orders by 4.4%, or $20.0 million.
◦
Excluding large capital orders(1), orders grew organically by $20.1 million to $493.4 million, up 4.4% from the year-ago quarter, driven by the Power and Energy segment.
•
Revenues increased 6.8% to $529.2 million, from $495.4 million in the year-ago quarter. Organic revenues* increased 2.2%, or $10.9 million, primarily due to increased shipments of valves and pumps into midstream oil applications, and to a lesser extent, aftermarket sales. The impact of the weaker U.S. Dollar versus foreign currencies increased revenues by 4.6%, or $22.9 million.
•
Operating income and margin were $42.0 million and 7.9%, compared to operating income and margin of $10.9 million and 2.2% in the year-ago quarter.
◦
The company recorded $1.7 million of special charges primarily related to its previously announced realignment program, compared to $15.5 million in the year-ago quarter.
•
Diluted net earnings per share were $0.72 and included:
◦
Discrete and other tax benefits of $0.23 per share primarily related to the enactment of the Tax Cuts and Jobs Act.



◦
Special charges of $(0.03) per share primarily related to the company’s global realignment program.
•
Excluding the items noted above, adjusted earnings per share* were $0.52.
•
Net cash from operating activities was $87.8 million in the period including $(9.7) million of cash outflows in support of the company’s realignment program.
•
Free cash flow* was $82.1 million and included the net cash from operating activities described above and $(5.7) million in capital expenditures.
•
Adjusted free cash flow* for the period was $91.8 million.
•
Net income for the period was $30.7 million.
•
Adjusted EBITDA* for the period was $61.9 million.

Fourth Quarter 2017 Results by Segment:
Food and Beverage
Revenues for Q4 2017 were $197.1 million, compared to $182.5 million in Q4 2016, an increase of $14.6 million, or 8.0%. Organic revenues* grew 3.3%, or $6.1 million, and currency fluctuations increased revenues 4.7%, or $8.5 million. The increase in organic revenues was due primarily to higher volumes of aftermarket and component sales, partially offset by lower volume of systems projects.
Segment income was $22.2 million, or 11.3% of revenues, in Q4 2017, compared to $18.2 million, or 10.0% of revenues, in Q4 2016. Segment income and margin increased primarily due to improved project execution costs, savings from restructuring actions and cost reduction initiatives, and improved productivity in our Bydgoszcz, Poland facility. These items were partially offset by increased variable incentive compensation.
Power and Energy
Revenues for Q4 2017 were $151.3 million, compared to $129.9 million in Q4 2016, an increase of $21.4 million, or 16.5%. Organic revenues* grew 10.9%, or $14.2 million, and currency fluctuations increased revenues 5.6%, or $7.2 million. The increase in organic revenue was due largely to an increase in revenue related to valves and pumps used in midstream oil applications, and to a lesser extent, aftermarket sales.
Segment income was $14.2 million, or 9.4% of revenues, in Q4 2017, compared to $7.7 million, or 5.9% of revenues, in Q4 2016. The increase in segment income and margin was due primarily to the organic revenue increase described above, savings from restructuring actions and cost reduction initiatives, and partially offset by increased variable incentive compensation.
Industrial
Revenues for Q4 2017 were $180.8 million, compared to $183.0 million in Q4 2016, a decline of $2.2 million, or 1.2%. Organic revenues* declined 5.1%, or $9.4 million, and currency fluctuations increased revenues 3.9%, or $7.2 million. The organic revenue decline was due primarily to lower shipments of OE and aftermarket mixers, partially offset by increased sales of hydraulic tools.
Segment income was $22.2 million, or 12.3% of revenues, in Q4 2017, compared to $29.5 million, or 16.1% of revenues, in Q4 2016. The decrease in segment income and margin was driven primarily by the decline in mixer shipments mentioned above, increased variable incentive compensation, and a legal settlement. These items were partially offset by savings from restructuring actions and cost reduction initiatives.
Full Year 2017 Overview:
•
Orders increased 10.2% to $2.12 billion from $1.92 billion in the prior year. Organic orders grew by $186.5 million, or 9.7% with growth across all three segments, highlighted by high-teens order growth in Power and Energy. Foreign currency was a modest benefit.
•
Revenues declined 2.2% to $1.95 billion from $2.00 billion in the prior year. The impact of the weaker U.S. Dollar on foreign currencies increased revenues by 0.8%, or $14.7 million. Organic revenues* decreased 3.0%, due largely to a lower opening backlog in oil and dairy related product lines.
•
Operating income (loss) was $119.1 million as compared to $(382.6) million in the prior year.



•
Segment income and margin were $196.5 million and 10.1%, compared to $199.3 million and 10.0% in the prior year. Increased cost savings driven by the company’s global realignment program and improved project execution costs were offset by the revenue decline described above, lower utilization rates at certain large facilities and higher variable incentive compensation.
•
Special charges were $19.3 million, compared to $79.8 million in the prior year, and substantially related to the company’s global realignment program.
•
Diluted net earnings per share were $1.10 and included:
◦
Special charges of $(0.37) per share primarily related to the company’s global realignment program.
◦
Discrete and other tax benefits of $0.20 per share, primarily relating to the enactment of the Tax Cuts and Jobs Act.
•
Excluding the items noted above, adjusted earnings per share* were $1.27.
•
Net cash from operating activities was $205.0 million and included $(37.5) million of cash outflows in support of the company’s realignment program.
•
Free cash flow* was $185.6 million and included the net cash from operating activities described above and $(19.4) million in capital expenditures.
•
Adjusted free cash flow* for the full year 2017 was $223.1 million.
•
Net income for the full year 2017 was $46.4 million.
•
Adjusted EBITDA* for the full year 2017 was $200.5 million.
 
2018 Full Year Financial Guidance
($ millions; except per share data)
Guidance
 
Year-Over-Year Variance(1)
Revenue
$2,025 to $2,075
 
4% to 6%
Operating income
$181 to $201
 
30% to 45%
Earnings Per Share
$2.21 to $2.56
 
75% to 100%
Free Cash Flow(2)*
$105 to $125
 
100% to 120% conversion of net income
EBITDA*
$240 to $260
 
20% to 30%
(1)
As compared to 2017 adjusted operating income* of $138.4 million, adjusted EPS* of $1.27, adjusted free cash flow* of $223.1 million and adjusted EBITDA* of $200.5 million.
(2)
Includes $13 million of cash payments related to the realignment program.

OTHER ITEMS
Global Realignment Program: As previously disclosed, the company is optimizing its global footprint, streamlining business processes and reducing selling, general and administrative expense through a global realignment program. The realignment program is intended to reduce costs across operating sites and corporate and global functions, in part by making structural changes and process enhancements to help the company operate more efficiently. The realignment program was initiated in 2015 and the vast majority of the planned actions were completed at the end of 2017. The total costs of the program, which have been fully incurred were $138.0 million with annualized savings of approximately $140.0 million, to be fully realized by the end of 2018.

Debt Repayment: During Q4 the company made voluntary prepayments of $100.0 million on its term loan. These payments, coupled with the required principal payments reduced the outstanding principal balance of the term loan to $270.0 million. On January 31, 2018 the company made a voluntary prepayment of $30.0 million on its term loan, reducing the outstanding principal to $240.0 million.

Income Taxes: As a result of the Tax Cuts and Jobs Act, the company recorded a net tax benefit of $20.8 million in the fourth quarter. This included a tax benefit of $17.8 million related to the revaluation of its U.S. federal net deferred tax liabilities. It also included a $53.4 million tax benefit associated with previously accrued repatriation tax on foreign earnings deemed not to be indefinitely reinvested. Additionally, the company recorded a provisional estimate of $50.4 million related to the mandatory



one-time "deemed repatriation" of accumulated post-1986 foreign earnings which have not been previously taxed. The company expects to pay U.S. federal tax of approximately $18.8 million on the deemed repatriation after utilization of tax loss and foreign tax credit carryforwards. The Company expects to pay this amount over the next eight years as a result of fiscal year-ends of certain foreign subsidiaries ending after December 31, 2017.

Form 10-K: The company expects to file its annual report on Form 10-K for the year ended December 31, 2017 with the Securities and Exchange Commission on February 6, 2018. This press release should be read in conjunction with that filing, which will be available on the company’s website at www.spxflow.com, in the Investor Relations section.

About SPX FLOW, Inc.: Based in Charlotte, North Carolina, SPX FLOW is a global supplier of highly engineered solutions, process equipment and turn-key systems, along with the related aftermarket parts and services, into the food and beverage, power and energy and industrial end markets. SPX FLOW has approximately $2 billion in annual revenues with operations in over 30 countries and sales in over 150 countries around the world. To learn more about SPX FLOW, please visit www.spxflow.com.
(1) Large capital orders defined as individual orders greater than $15 million in value.
*Non-GAAP number. See attached schedules for reconciliation from most comparable GAAP number. Management believes these Non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance for the periods presented, and when read in conjunction with our consolidated and combined financial statements, present a useful tool to evaluate our ongoing operations and provide investors with metrics they can use to evaluate our management of the business from period to period. In addition, these are some of the factors we use in internal evaluations of the overall performance of our business.
Management acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these Non-GAAP metrics are not intended to present all items that may have impacted these results. In addition, these Non-GAAP metrics are not necessarily comparable to similarly-titled measures used by other companies.

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 read these results in conjunction with the company’s documents filed with the Securities and Exchange Commission. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. The words “expect”, “anticipate”, “plan”, “target”, “project”, “believe” 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. In addition, estimates of future operating results are based on the company’s current complement of businesses, which is subject to change. Statements in this press release speak only as of the date of this press release, and SPX FLOW disclaims any responsibility to update or revise such statements.

Investor and Media Contact:
Ryan Taylor, Vice President, Communications and Investor Relations        
704-752-4486                
E-mail: investor@spxflow.com





SPX FLOW, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share amounts)
 
Three months ended December 31,
 
Twelve months ended December 31,
 
2017
 
2016
 
2017
 
2016
Revenues
$
529.2

 
$
495.4

 
$
1,951.5

 
$
1,996.0

 
 
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
 
 
Cost of products sold
364.0

 
342.9

 
1,335.1

 
1,371.4

Selling, general and administrative
117.2

 
106.1

 
460.4

 
465.2

Intangible amortization
4.3

 
4.2

 
17.6

 
20.0

Impairment of goodwill and intangible assets
—

 
15.8

 
—

 
442.2

Special charges
1.7

 
15.5

 
19.3

 
79.8

Operating income (loss)
42.0

 
10.9

 
119.1

 
(382.6
)
 
 
 
 
 
 
 
 
Other income (expense), net
3.1

 
(0.3
)
 
1.3

 
(3.4
)
Interest expense, net
(15.3
)
 
(14.2
)
 
(62.5
)
 
(57.1
)
Loss on early extinguishment of debt
—

 
—

 
—

 
(38.9
)
Income (loss) before income taxes
29.8

 
(3.6
)
 
57.9

 
(482.0
)
Income tax benefit (provision)
1.1

 
11.2

 
(11.1
)
 
101.0

Net income (loss)
30.9

 
7.6

 
46.8

 
(381.0
)
Less: Net income attributable to noncontrolling interests
0.2

 
0.8

 
0.4

 
0.8

Net income (loss) attributable to SPX FLOW, Inc.
$
30.7

 
$
6.8

 
$
46.4

 
$
(381.8
)
 
 
 
 
 
 
 
 
Basic income (loss) per share of common stock
$
0.73

 
$
0.16

 
$
1.11

 
$
(9.23
)
Diluted income (loss) per share of common stock
$
0.72

 
$
0.16

 
$
1.10

 
$
(9.23
)
 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding - basic
41.912

 
41.454

 
41.799

 
41.345

Weighted average number of common shares outstanding - diluted
42.445

 
41.664

 
42.183

 
41.345





 SPX FLOW, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited; in millions)
 
December 31, 2017
 
December 31, 2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and equivalents
$
263.7

 
$
215.1

Accounts receivable, net
439.1

 
446.9

Inventories, net
293.9

 
272.4

Other current assets
50.0

 
72.8

Total current assets
1,046.7

 
1,007.2

Property, plant and equipment:
 
 
 
Land
35.1

 
36.1

Buildings and leasehold improvements
238.3

 
242.4

Machinery and equipment
461.6

 
420.8

 
735.0

 
699.3

Accumulated depreciation
(374.1
)
 
(322.0
)
Property, plant and equipment, net
360.9

 
377.3

Goodwill
771.3

 
722.5

Intangibles, net
350.3

 
344.3

Other assets
159.8

 
151.9

TOTAL ASSETS
$
2,689.0

 
$
2,603.2

 
 
 
 
LIABILITIES, MEZZANINE EQUITY AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
219.4

 
$
203.8

Accrued expenses
389.6

 
329.9

Income taxes payable
21.6

 
10.8

Short-term debt
24.2

 
27.7

Current maturities of long-term debt
20.5

 
20.2

Total current liabilities
675.3

 
592.4

Long-term debt
850.9

 
1,060.9

Deferred and other income taxes
63.3

 
62.2

Other long-term liabilities
125.5

 
125.5

Total long-term liabilities
1,039.7

 
1,248.6

Mezzanine equity
22.2

 
20.1

Equity:
 
 
 
SPX FLOW, Inc. shareholders’ equity:
 
 
 
Common stock
0.4

 
0.4

Paid-in capital
1,650.9

 
1,640.4

Accumulated deficit
(327.5
)
 
(373.9
)
Accumulated other comprehensive loss
(372.8
)
 
(521.4
)
Common stock in treasury
(8.9
)
 
(4.9
)
Total SPX FLOW, Inc. shareholders' equity
942.1

 
740.6

Noncontrolling interests
9.7

 
1.5

Total equity
951.8

 
742.1

TOTAL LIABILITIES, MEZZANINE EQUITY AND EQUITY
$
2,689.0

 
$
2,603.2





SPX FLOW, INC. AND SUBSIDIARIES
RESULTS OF REPORTABLE SEGMENTS
(Unaudited; in millions)
 
 
Three months ended December 31,
 
 
 
 
 
Twelve months ended December 31,
 
 
 
 
 
 
2017
 
2016
 
Δ
 
%/bps
 
2017
 
2016
 
Δ
 
%/bps
Food and Beverage
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
197.1

 
$
182.5

 
$
14.6

 
8.0%
 
$
715.9

 
$
728.3

 
$
(12.4
)
 
(1.7)%
Gross profit
 
59.1

 
51.4

 
7.7

 
 
 
220.9

 
214.0

 
6.9

 
 
Selling, general and administrative expense
 
35.0

 
31.4

 
3.6

 
 
 
138.1

 
131.5

 
6.6

 
 
Intangible amortization expense
 
1.9

 
1.8

 
0.1

 
 
 
7.9

 
7.4

 
0.5

 
 
Income
 
$
22.2

 
$
18.2

 
$
4.0

 
22.0%
 
$
74.9

 
$
75.1

 
$
(0.2
)
 
(0.3)%
as a percent of revenues
 
11.3
%
 
10.0
%
 
 
 
130bps
 
10.5
%
 
10.3
 %
 
 
 
20bps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Power and Energy
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
151.3

 
$
129.9

 
$
21.4

 
16.5%
 
$
543.2

 
$
562.7

 
$
(19.5
)
 
(3.5)%
Gross profit
 
44.5

 
37.4

 
7.1

 
 
 
158.3

 
162.4

 
(4.1
)
 
 
Selling, general and administrative expense
 
29.2

 
28.6

 
0.6

 
 
 
118.4

 
129.8

 
(11.4
)
 
 
Intangible amortization expense
 
1.1

 
1.1

 
—

 
 
 
4.4

 
7.2

 
(2.8
)
 
 
Income
 
$
14.2

 
$
7.7

 
$
6.5

 
84.4%
 
$
35.5

 
$
25.4

 
$
10.1

 
39.8%
as a percent of revenues
 
9.4
%
 
5.9
%
 
 
 
350bps
 
6.5
%
 
4.5
 %
 
 
 
200bps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Industrial
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
180.8

 
$
183.0

 
$
(2.2
)
 
(1.2)%
 
$
692.4

 
$
705.0

 
$
(12.6
)
 
(1.8)%
Gross profit
 
61.6

 
63.7

 
(2.1
)
 
 
 
237.2

 
248.2

 
(11.0
)
 
 
Selling, general and administrative expense
 
38.1

 
32.9

 
5.2

 
 
 
145.8

 
144.0

 
1.8

 
 
Intangible amortization expense
 
1.3

 
1.3

 
—

 
 
 
5.3

 
5.4

 
(0.1
)
 
 
Income
 
$
22.2

 
$
29.5

 
$
(7.3
)
 
(24.7)%
 
$
86.1

 
$
98.8

 
$
(12.7
)
 
(12.9)%
as a percent of revenues
 
12.3
%
 
16.1
%
 
 
 
-380bps
 
12.4
%
 
14.0
 %
 
 
 
-160bps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated Revenues
 
$
529.2

 
$
495.4

 
$
33.8

 
6.8%
 
$
1,951.5

 
$
1,996.0

 
$
(44.5
)
 
(2.2)%
Consolidated Segment Income
 
58.6

 
55.4

 
3.2

 
5.8%
 
196.5

 
199.3

 
(2.8
)
 
(1.4)%
as a percent of revenues
 
11.1
%
 
11.2
%
 
 
 
-10bps
 
10.1
%
 
10.0
 %
 
 
 
10bps
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total income for reportable segments
 
$
58.6

 
$
55.4

 
$
3.2

 
 
 
$
196.5

 
$
199.3

 
$
(2.8
)
 
 
Corporate expense
 
14.5

 
12.7

 
1.8

 
 
 
56.6

 
58.0

 
(1.4
)
 
 
Pension and postretirement service costs
 
0.4

 
0.5

 
(0.1
)
 
 
 
1.5

 
1.9

 
(0.4
)
 
 
Impairment of goodwill and intangible assets
 
—

 
15.8

 
(15.8
)
 
 
 
—

 
442.2

 
(442.2
)
 
 
Special charges
 
1.7

 
15.5

 
(13.8
)
 
 
 
19.3

 
79.8

 
(60.5
)
 
 
Consolidated Operating Income (Loss)
 
$
42.0

 
$
10.9

 
$
31.1

 
285.3%
 
$
119.1

 
$
(382.6
)
 
$
501.7

 
(131.1)%
as a percent of revenues
 
7.9
%
 
2.2
%
 
 
 
570bps
 
6.1
%
 
(19.2
)%
 
 
 
*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*Not meaningful for comparison purposes.




SPX FLOW, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
 
Three months ended December 31,
 
Twelve months ended December 31,
 
2017
 
2016
 
2017
 
2016
Cash flows from (used in) operating activities:
 
 
 
 
 
 
 
Net income (loss)
$
30.9

 
$
7.6

 
$
46.8

 
$
(381.0
)
Adjustments to reconcile net income (loss) to net cash from (used in) operating activities:
 
 
 
 
 
 
 
Special charges
1.7

 
15.5

 
19.3

 
79.8

Impairment of goodwill and intangible assets
—

 
15.8

 
—

 
442.2

Deferred income taxes
(31.0
)
 
(1.8
)
 
(31.9
)
 
(102.0
)
Depreciation and amortization
15.3

 
15.0

 
61.2

 
64.7

Stock-based compensation
3.8

 
4.7

 
15.9

 
18.9

Pension and other employee benefits
0.8

 
3.6

 
6.3

 
10.9

Gain on asset sales and other, net
—

 
(1.1
)
 
(2.9
)
 
(2.5
)
Loss on early extinguishment of debt
—

 
—

 
—

 
38.9

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable and other assets
15.9

 
(7.8
)
 
48.6

 
22.9

Inventories
24.5

 
23.4

 
1.1

 
18.4

Accounts payable, accrued expenses and other
35.6

 
(37.1
)
 
78.1

 
(114.3
)
Domestic pension payments
—

 
—

 
—

 
(65.9
)
Cash spending on restructuring actions
(9.7
)
 
(15.7
)
 
(37.5
)
 
(58.9
)
Net cash from (used in) operating activities
87.8

 
22.1

 
205.0

 
(27.9
)
Cash flows from (used in) investing activities:
 
 
 
 
 
 
 
Proceeds from asset sales and other, net
—

 
1.6

 
37.4

 
4.0

Decrease (increase) in restricted cash
(0.2
)
 
0.2

 
(0.2
)
 
—

Capital expenditures
(5.7
)
 
(6.7
)
 
(19.4
)
 
(44.0
)
Net cash from (used in) investing activities
(5.9
)
 
(4.9
)
 
17.8

 
(40.0
)
Cash flows from (used in) financing activities:
 
 
 
 
 
 
 
Proceeds from issuance of senior notes
—

 
—

 
—

 
600.0

Repurchases of senior notes (includes premiums paid of $36.4)
—

 
—

 
—

 
(636.4
)
Borrowings under senior credit facilities
—

 
95.0

 
125.5

 
423.0

Repayments of senior credit facilities
(105.0
)
 
(105.0
)
 
(313.5
)
 
(365.0
)
Borrowings under trade receivables financing arrangement
35.0

 
13.5

 
124.1

 
93.4

Repayments of trade receivables financing arrangement
(35.0
)
 
(18.5
)
 
(145.3
)
 
(72.2
)
Borrowings under other financing arrangements
0.5

 
12.3

 
9.9

 
13.5

Repayments of other financing arrangements
(1.2
)
 
(1.8
)
 
(13.8
)
 
(14.6
)
Minimum withholdings paid on behalf of employees for net share settlements, net
(0.5
)
 
(0.7
)
 
(4.0
)
 
(3.9
)
Payments for deferred financing fees
—

 
(2.9
)
 
—

 
(15.5
)
Dividends paid to noncontrolling interests in subsidiary
—

 
—

 
(1.5
)
 
(1.2
)
Net cash from (used in) financing activities
(106.2
)
 
(8.1
)
 
(218.6
)
 
21.1

Change in cash and equivalents due to changes in foreign currency exchange rates
6.9

 
(21.9
)
 
44.4

 
(34.0
)
Net change in cash and equivalents
(17.4
)
 
(12.8
)
 
48.6

 
(80.8
)
Consolidated cash and equivalents, beginning of period
281.1

 
227.9

 
215.1

 
295.9

Consolidated cash and equivalents, end of period
$
263.7

 
$
215.1

 
$
263.7

 
$
215.1




SPX FLOW, INC. AND SUBSIDIARIES
ORGANIC REVENUE RECONCILIATION
(Unaudited)
 
Three months ended December 31, 2017
 
Net Revenue Growth (Decline)
 
Foreign Currency
 
Organic Revenue Growth (Decline)
Food and Beverage
8.0
 %
 
4.7
%
 
3.3
 %
Power and Energy
16.5
 %
 
5.6
%
 
10.9
 %
Industrial
(1.2
)%
 
3.9
%
 
(5.1
)%
Consolidated
6.8
 %
 
4.6
%
 
2.2
 %
 
 
 
 
 
 
 
Twelve months ended December 31, 2017
 
Net Revenue Decline
 
Foreign Currency
 
Organic Revenue Decline
Food and Beverage
(1.7
)%
 
1.0
%
 
(2.7
)%
Power and Energy
(3.5
)%
 
—
%
 
(3.5
)%
Industrial
(1.8
)%
 
1.0
%
 
(2.8
)%
Consolidated
(2.2
)%
 
0.8
%
 
(3.0
)%



SPX FLOW, INC. AND SUBSIDIARIES
CASH, DEBT AND NET DEBT RECONCILIATION
(Unaudited; in millions)
 
Twelve months ended December 31, 2017
Beginning cash and equivalents
$
215.1

 
 
Net cash from operating activities
205.0

Proceeds from asset sales and other, net
37.4

Capital expenditures
(19.4
)
Increase in restricted cash
(0.2
)
Borrowings under senior credit facilities
125.5

Repayments of senior credit facilities
(313.5
)
Borrowings under trade receivables financing arrangement
124.1

Repayments of trade receivables financing arrangement
(145.3
)
Borrowings under other financing arrangements
9.9

Repayments of other financing arrangements
(13.8
)
Minimum withholdings paid on behalf of employees for net share settlements, net
(4.0
)
Dividends paid to noncontrolling interests in subsidiary
(1.5
)
Change in cash and equivalents due to changes in foreign currency exchange rates
44.4

 
 
Ending cash and equivalents
$
263.7

 
Debt and Net Debt at
 
December 31, 2017
 
December 31, 2016
Domestic revolving loan facility
$
—

 
$
68.0

Term loan
270.0

 
390.0

5.625% senior notes, due in August 2024
300.0

 
300.0

5.875% senior notes, due in August 2026
300.0

 
300.0

Trade receivables financing arrangement
—

 
21.2

Other indebtedness
35.8

 
42.4

Less: deferred financing fees
(10.2
)
 
(12.8
)
Total debt
$
895.6

 
$
1,108.8

 
 
 
 
Total debt
$
895.6

 
$
1,108.8

Less: cash and equivalents
(263.7
)
 
(215.1
)
Net debt
$
631.9

 
$
893.7








SPX FLOW, INC. AND SUBSIDIARIES
FREE CASH FLOW AND ADJUSTED FREE CASH FLOW RECONCILIATION
(Unaudited; in millions)
 
 
Three months ended
 
Twelve months ended
 
 
December 31, 2017
 
December 31, 2016
 
December 31, 2017
 
December 31, 2016
Net cash from (used in) operating activities
 
$
87.8

 
$
22.1

 
$
205.0

 
$
(27.9
)
Capital expenditures
 
(5.7
)
 
(6.7
)
 
(19.4
)
 
(44.0
)
Free cash flow from (used in) operations
 
$
82.1

 
$
15.4

 
$
185.6

 
$
(71.9
)
 
 
 
 
 
 
 
 
 
Free cash flow from (used in) operations
 
$
82.1

 
$
15.4

 
$
185.6

 
$
(71.9
)
Cash spending on restructuring actions
 
9.7

 
15.7

 
37.5

 
58.9

Capital expenditures related to manufacturing expansion in Poland
 
—

 
1.1

 
—

 
19.5

Domestic pension payments, net of tax benefit
 
—

 
—

 
—

 
41.0

Adjusted free cash flow from operations
 
$
91.8

 
$
32.2

 
$
223.1

 
$
47.5





SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED OPERATING INCOME RECONCILIATION
(Unaudited; in millions)
 
Three months ended
 
Twelve months ended
 
December 31, 2017
 
December 31, 2016
 
December 31, 2017
 
December 31, 2016
Operating income (loss)
$
42.0

 
$
10.9

 
$
119.1

 
$
(382.6
)
Impairment of goodwill and intangible assets
—

 
15.8

 
—

 
442.2

Special charges
1.7

 
15.5

 
19.3

 
79.8

Adjusted operating income
$
43.7

 
$
42.2

 
$
138.4

 
$
139.4








SPX FLOW, INC. AND SUBSIDIARIES
EBITDA AND ADJUSTED EBITDA RECONCILIATION
(Unaudited; in millions)
 
Three months ended
 
Twelve months ended
 
December 31, 2017
 
December 31, 2016
 
December 31, 2017
 
December 31, 2016
Net income (loss) attributable to SPX FLOW, Inc.
$
30.7

 
$
6.8

 
$
46.4

 
$
(381.8
)
 
 
 
 
 
 
 
 
Income tax provision (benefit)
(1.1
)
 
(11.2
)
 
11.1

 
(101.0
)
Interest expense, net
15.3

 
14.2

 
62.5

 
57.1

Depreciation and amortization
15.3

 
15.0

 
61.2

 
64.7

EBITDA
60.2

 
24.8

 
181.2

 
(361.0
)
Special charges
1.7

 
15.5

 
19.3

 
79.8

Loss on early extinguishment of debt
—

 
—

 
—

 
38.9

Impairment of goodwill and intangible assets
—

 
15.8

 
—

 
442.2

Adjusted EBITDA
61.9

 
56.1

 
200.5

 
199.9

Non-cash compensation expense
5.0

 
6.0

 
21.6

 
25.4

Non-service pension and postretirement-related costs (benefits)
(4.3
)
 
1.5

 
(4.4
)
 
2.5

Interest income
1.2

 
0.9

 
4.7

 
3.5

Gain on asset sales and other, net
—

 
(1.1
)
 
(2.9
)
 
(2.5
)
Other
0.1

 
0.2

 
0.6

 
0.8

Bank consolidated EBITDA
$
63.9

 
$
63.6

 
$
220.1

 
$
229.6





SPX FLOW, INC. AND SUBSIDIARIES
ADJUSTED DILUTED EARNINGS PER SHARE RECONCILIATION
(Unaudited)
 
Three months ended
 
Twelve months ended
 
December 31, 2017
 
December 31, 2016
 
December 31, 2017
 
December 31, 2016
Diluted earnings (loss) per share
$
0.72

 
$
0.16

 
$
1.10

 
$
(9.23
)
Loss on early extinguishment of debt, net of tax
—

 
—

 
—

 
0.59

Special charges, net of tax
0.03

 
0.27

 
0.37

 
1.46

Discrete tax benefits, primarily Poland expansion and other
—

 
(0.23
)
 
—

 
(0.57
)
Discrete tax benefits, primarily Tax Cuts and Jobs Act and other
(0.23
)
 
—

 
(0.20
)
 
—

Impairment of goodwill and intangible assets, net of tax
—

 
0.26

 
—

 
9.03

Adjusted diluted earnings per share
$
0.52

 
$
0.46

 
$
1.27

 
$
1.28





SPX FLOW, INC. AND SUBSIDIARIES
GUIDANCE RECONCILIATIONS FOR FREE CASH FLOW AND EBITDA
(Unaudited; in millions)
 
 
 
 
 
2018
 
Mid-Point Guidance
Net cash from operating activities
$
145

Capital expenditures
(30
)
Free cash flow from operations
$
115

 
 
 
 
 
2018
 
Mid-Point Guidance
Net income attributable to SPX FLOW, Inc.
$
103

 
 
Income tax provision
35

Interest expense, net
51

Depreciation and amortization
62

EBITDA
251

Non-cash compensation expense
18

Non-service pension and postretirement-related costs
1

Interest income
5

Special charges
5

Bank consolidated EBITDA
$
280