Item 2.02. Results of Operations and Financial Condition.

On February 16, 2022, 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 (i) foreign currency fluctuations and
(ii) business acquisitions which occurred in the third quarter of 2020 and first
and second quarters of 2021. Such amounts, for purposes of this reconciliation,
include revenues from continuing operations only. The Company's management
believes that this metric is a useful financial measure for investors in
evaluating its operating performance because excluding the effects of currency
fluctuations and business acquisitions, 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 disclosures regarding (i) free cash flow from
operations, defined as net cash from operating activities reduced by cash paid
for capital expenditures, and (ii) adjusted free cash flow from operations,
defined as free cash flow from operations excluding cash spending on
restructuring actions, cash spending on certain mergers and acquisitions ("M&A")
activities, cash spending on strategic actions, and discrete cash tax payments.
Such amounts, for purposes of these reconciliations, relate to continuing
operations only. The Company's management believes that these free cash flow and
adjusted free cash flow metrics 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
these cash flow metrics is limited by the fact that the measures can exclude
certain cash items within management's discretion, free cash flow and adjusted
free cash flow from operations are factors used by the Company's management in
internal evaluations of the overall performance of its business.

In the three and twelve months ended December 31, 2021, respectively, we recognized the following within results of continuing operations (amounts in millions):



i.charges and fees of $12.6 and $15.9 associated with strategic actions
including, in 2021, professional fees incurred in connection with a merger
agreement entered into with an affiliate of Lone Star Funds ("Lone Star"),
wherein upon closing, Lone Star will acquire all of the Company's outstanding
common shares in exchange for a cash purchase price of $86.50 per share, and as
described further in Note 1 to the consolidated financial statements included in
our 2021 Annual Report on Form 10-K, as of and for the year ended December 31,
2021,

ii.charges of $0.2 and $5.8 associated with certain M&A activities including,
among other M&A-related costs, certain costs related to business acquisitions
consummated in January 2021 and May 2021,

iii.restructuring and other related charges (credits) of $(1.4) and $12.7, as
described further in Note 8 to our consolidated financial statements referred to
above,

iv.the gain on sale of the primary assets of a product line of $0.0 and $5.6, as
described further in Note 4 to our consolidated financial statements referred to
above,

v.transition services income of $0.2 and $1.9, recognized as a component of "Other income, net" in our consolidated financial statements, under an agreement entered into in connection with the sale of our former Power and Energy reportable segment and as described further in Note 4 to our consolidated financial statements referred to above,



vi.amortization of the inventory fair value step-up adjustments of $0.0 and $1.9
in the Company's Precision Solutions segment related to business acquisitions
which occurred in the first half of 2021, as described further in Note 4 to our
consolidated financial statements referred to above,

vii.intangible amortization expense of $4.3 (consisting of $1.5 in our Nutrition and Health segment and $2.8 in our Precision Solutions segment), and $17.9 (consisting of $6.3 in our Nutrition and Health segment and $11.6 in our Precision Solutions segment),

viii.the fair value adjustments (gains) related to an equity security of $2.8 and $11.9, as described further in Note 17 to our consolidated financial statements referred to above,

ix.fourth quarter mark-to-market pension adjustments (credits in 2021) of $2.2 and $2.2, as described further in Note 11 to our consolidated financial statements referred to above,

--------------------------------------------------------------------------------



x.certain gains on asset sales and other, net, of $0.0 and $2.2, recognized as a
component of "Other income, net" in our consolidated financial statements, and
which related primarily to the sale of certain machinery and equipment and real
property previously owned by the Company,

xi.a loss on early extinguishment of debt of $0.0 and $12.4, as described further in Note 13 to our consolidated financial statements referred to above, and



xii.certain discrete income tax charges, representing the difference between the
tax provision recognized in our consolidated financial statements referred to
above for the periods and a tax provision calculated at a 28% effective tax
rate.

To aid investors who seek comparability period-to-period, the Company, in the
press release and related schedules incorporated by reference into this Item
2.02, adjusted certain metrics to exclude the above items, as well as the
results of discontinued operations for certain of the adjusted metrics. These
metrics include disclosure of:

1.adjusted segment income, which is defined as segment income from continuing operations only, and excludes (i) intangible amortization expense and (ii) amortization of inventory fair value step-up adjustments;



2.adjusted operating income, which is defined as operating income from
continuing operations only, and excludes (i) charges and fees associated with
strategic actions, (ii) charges associated with certain M&A activities, (iii)
restructuring and other related charges (credits), (iv) asset impairment charges
(applicable in 2020 only), (v) loss (gain) on sale of business and product line
assets, (vi) a reduction of SG&A costs associated with transition services
income, to net such income, recognized in "Other income, net", against SG&A
expense where the underlying costs of providing such services are reported,
(vii) the amortization of the inventory fair value step-up adjustment related to
business acquisitions which occurred in the first and second quarters of 2021,
and (viii) intangible amortization, each as described above and each of which is
presented on a continuing operations basis only, for purposes of this adjusted
operating income reconciliation;

3.EBITDA, determined including only the results of continuing operations, which
is defined as net income attributable to SPX FLOW, Inc. from continuing
operations, and excludes the income tax provision, net interest expense, and
depreciation and amortization, each of which includes only the results of
continuing operations, for purposes of this EBITDA reconciliation;

4.adjusted EBITDA from continuing operations, which is defined as EBITDA,
calculated including the results of continuing operations only, and excludes (i)
charges and fees associated with strategic actions, (ii) charges associated with
certain M&A activities, (iii) restructuring and other related charges (credits),
(iv) asset impairment charges (applicable in 2020 only), (v) fair value
adjustments related to an equity security, (vi) mark-to-market pension
adjustments, (vii) the gain on sale of the primary assets of a product line,
(viii) certain gains on asset sales and other, net, (ix) loss on early
extinguishment of debt, and (x) the amortization of the inventory fair value
step-up adjustments related to business acquisitions which occurred in the first
and second quarters of 2021, with each of the items recognized during the three
and twelve months ended December 31, 2021 as described above and each of which
is presented on a continuing operations basis only, for purposes of this
adjusted EBITDA reconciliation; and

5.adjusted diluted earnings per share ("EPS") from continuing operations, which
is defined as diluted EPS from continuing operations attributable to SPX FLOW,
Inc., and excludes the dilutive EPS effects of each of the items excluded from
adjusted EBITDA noted in item (4) above, on a net of tax basis, and also
excludes the dilutive EPS effects of intangible amortization expense, and other
discrete income tax charges, each as described above.

The Company views each of the above measures, when read in conjunction with its
comparable GAAP number or amount, as giving investors a useful tool to assess
the health and prospects of the Company. Additionally, the Company's management
uses each of these adjusted metrics as a measure of the Company's performance.

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 or amount 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 most 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 dated February 16, 2022, furnished

solely pursuant to Item 2.02 of


                       Form 8-K.
104                    Cover Page Interactive Data File (embedded in the

cover page formatted in Inline


                       XBRL)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses