Delaware | 1-37393 | 47-3110748 | ||
(State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
Incorporation) | Identification No.) |
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 |
Exhibit | |||
Number | Description | ||
99.1 | Press Release issued July 24, 2017, furnished solely pursuant to Item 2.02 of Form 8-K. |
SPX FLOW, Inc. | ||
Date: July 24, 2017 | By: | /s/ Jeremy W. Smeltser |
Jeremy W. Smeltser | ||
Vice President and | ||
Chief Financial Officer |
Exhibit | |||
Number | Description | ||
99.1 | Press Release issued July 24, 2017, furnished solely pursuant to Item 2.02 of Form 8-K. |
• | Orders were ~$504 million, up 4% year-over-year |
• | Backlog was ~$931 million, up 6% year-over-year |
• | Revenue was ~$498 million |
• | Operating cash flow was ~$48 million |
• | Adjusted free cash flow* was ~$50 million |
• | EPS is expected to be in the range of $0.23 to $0.25 per share |
• | Adjusted EPS is expected to be in the range of $0.32 to $0.34 per share and includes ($0.02) of foreign currency losses recorded in other expense |
Q2 2017 Pre-Adjusted Basis | Q2 2017 Adjusted Basis(1) | ||||||
($ millions, except per share data) | Guidance | Preliminary Actuals | Guidance | Preliminary Actuals | |||
Orders | NA | ~$504 | NA | ~$504 | |||
Revenue | $480 to $500 | ~$498 | $480 to $500 | ~$498 | |||
Segment Income | $50 to $60 | $47 to $49 | $50 to $60 | $47 to $49 | |||
Special Charges | $5 to $10 | ~$7 | $0 | $0 | |||
Operating Income | $28 to $38 | $28 to $30 | $35 to $45 | $35 to $37 | |||
Net Income | $12 to $16 | $10 to $11 | $17 to $21 | $14 to $15 | |||
Earnings Per Share | $0.28 to $0.38 | $0.23 to $0.25 | $0.40 to $0.50 | $0.32 to $0.34 | |||
EBITDA* | $45 to $55 | $42 to $44 | $50 to $60 | $49 to $51 | |||
Operating Cash Flow | NA | ~$48 | NA | ~$57 | |||
Free Cash Flow* | NA | ~$41 | NA | ~$50 |
(1) | On an adjusted basis, Q2 2017 guidance excludes special charges and cash outflows related to the company’s realignment program. See attached schedules for reconciliation of all non-GAAP and adjusted items. |
2017 Updated Full Year Financial Guidance | |||
($ millions, except per share data) | Pre-Adjusted Basis | Adjusted Basis (1) | |
Revenue | $1,925 to $1,975 | $1,925 to $1,975 | |
Special Charges | ~($40) | $0 | |
Net income | $19 to $32 | $50 to $63 | |
Earnings Per Share | $0.45 to $0.75 | $1.20 to $1.50 | |
Operating Cash Flow | $110 to $130 | $160 to $180 | |
Free Cash Flow* | $80 to $100 | $130 to $150 | |
EBITDA* | $155 to $175 | $195 to $215 |
(1) | On an adjusted basis, 2017 guidance assumes an effective tax rate of 30% and 42 million shares outstanding. It excludes ~$40 million of special charges and ~$50 million of cash outflows related to the company’s realignment program. See attached schedules for reconciliations of pre-adjusted guidance to adjusted guidance figures. |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||
ADJUSTED OPERATING CASH FLOW RECONCILIATION | |||||||
(Unaudited; in millions) | |||||||
Q2 2017 | 2017 | ||||||
Mid-Point Guidance | Mid-Point Guidance | ||||||
Net cash from operating activities | $ | 48 | $ | 120 | |||
Cash spending on restructuring actions | 9 | 50 | |||||
Adjusted net cash flow from operating activities | $ | 57 | $ | 170 |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||
FREE CASH FLOW AND ADJUSTED FREE CASH FLOW RECONCILIATION | |||||||
(Unaudited; in millions) | |||||||
Q2 2017 | 2017 | ||||||
Mid-Point Guidance | Mid-Point Guidance | ||||||
Net cash from operating activities | $ | 48 | $ | 120 | |||
Capital expenditures | (7 | ) | (30 | ) | |||
Free cash flow from operations | $ | 41 | $ | 90 | |||
Free cash flow from operations | $ | 41 | $ | 90 | |||
Cash spending on restructuring actions | 9 | 50 | |||||
Adjusted free cash flow from operations | $ | 50 | $ | 140 |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||
ADJUSTED OPERATING INCOME RECONCILIATION | |||||||
(Unaudited) | |||||||
Q2 2017 | |||||||
Prior Mid-Point Guidance | Revised Mid-Point Guidance | ||||||
Operating income | $ | 33 | $ | 29 | |||
Special charges | 7 | 7 | |||||
Adjusted operating income | $ | 40 | $ | 36 |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||||||||||
ADJUSTED NET INCOME RECONCILIATION | |||||||||||||||
(Unaudited) | |||||||||||||||
Q2 2017 | 2017 | ||||||||||||||
Prior Mid-Point Guidance | Revised Mid-Point Guidance | Prior Mid-Point Guidance | Revised Mid-Point Guidance | ||||||||||||
Net income attributable to SPX FLOW, Inc. | $ | 14 | $ | 10 | $ | 44 | $ | 25 | |||||||
Special charges, net of tax | 5 | 4 | 29 | 30 | |||||||||||
Adjusted net income attributable to SPX FLOW, Inc. | $ | 19 | $ | 14 | $ | 73 | $ | 55 |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||||||||||
EBITDA AND ADJUSTED EBITDA RECONCILIATION | |||||||||||||||
(Unaudited; in millions) | |||||||||||||||
Q2 2017 | 2017 | ||||||||||||||
Prior Mid-Point Guidance | Revised Mid-Point Guidance | Prior Mid-Point Guidance | Revised Mid-Point Guidance | ||||||||||||
Net income attributable to SPX FLOW, Inc. | $ | 14 | $ | 10 | $ | 44 | $ | 25 | |||||||
Income tax provision | 5 | 3 | 21 | 16 | |||||||||||
Interest expense, net | 16 | 16 | 57 | 63 | |||||||||||
Depreciation and amortization | 15 | 15 | 58 | 61 | |||||||||||
EBITDA | 50 | 44 | 180 | 165 | |||||||||||
Special charges | 5 | 7 | 40 | 40 | |||||||||||
Adjusted EBITDA | $ | 55 | $ | 51 | $ | 220 | $ | 205 |
SPX FLOW, INC. AND SUBSIDIARIES | |||||||||||||||
ADJUSTED DILUTED EARNINGS PER SHARE RECONCILIATION | |||||||||||||||
(Unaudited) | |||||||||||||||
Q2 2017 | 2017 | ||||||||||||||
Prior Mid-Point Guidance | Revised Mid-Point Guidance | Prior Mid-Point Guidance | Revised Mid-Point Guidance | ||||||||||||
Diluted earnings per share | $ | 0.33 | $ | 0.24 | $ | 1.05 | $ | 0.60 | |||||||
Special charges, net of tax | 0.12 | 0.13 | 0.70 | 0.70 | |||||||||||
Net discrete tax items and other | — | (0.04 | ) | — | 0.05 | ||||||||||
Adjusted diluted earnings per share | $ | 0.45 | $ | 0.33 | $ | 1.75 | $ | 1.35 |
SPX FLOW, INC. AND SUBSIDIARIES | ||||||||
NET DEBT RECONCILIATION | ||||||||
(Unaudited; in millions) | ||||||||
Debt and Net Debt at | ||||||||
July 1, 2017 | December 31, 2016 | |||||||
Domestic revolving loan facility | $ | 1.0 | $ | 68.0 | ||||
Term loan | 380.0 | 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 | 39.9 | 42.4 | ||||||
Less: deferred financing fees | (11.8 | ) | (12.8 | ) | ||||
Total debt | $ | 1,009.1 | $ | 1,108.8 | ||||
Total debt | $ | 1,009.1 | $ | 1,108.8 | ||||
Less: debt balances under purchase card program | (22.2 | ) | (17.9 | ) | ||||
Less: cash and equivalents in excess of $50.0 | (176.1 | ) | (165.1 | ) | ||||
Net debt(1) | $ | 810.8 | $ | 925.8 | ||||
(1) Represents net debt calculated in a manner consistent with the definition of certain related defined terms within our senior credit facilities. | ||||||||