FORWARD-LOOKING STATEMENTS Some of the statements in this document and any documents incorporated by reference, including any statements as to operational and financial projections, constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our businesses' or our industries' actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements may address our plans, our strategies, our prospects, or changes and trends in our business and the markets in which we operate under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") or in other sections of this document. In some cases, you can identify forward-looking statements by terminology such as "may," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential" or "continue" or the negative of those terms or similar expressions. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industries or other factors, and forward-looking statements should not be relied upon as a prediction of actual results. Among other factors that may affect future performance are: the impact of the global outbreak of COVID-19 and governmental and other actions taken in response; cyclical changes and specific industry events in the company's markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials, component products and/or commodities that cannot be recovered in product pricing; overruns, the incurrence of delays, penalties or liquidated damages with respect to long-term fixed-price contracts; international economic, political, legal, accounting and business developments adversely affecting the company's ability to do business in emerging markets; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; inadequate performance by third-party suppliers and subcontractors for outsourced products; defects or errors in current or planned products; potential labor disputes, extreme weather conditions and natural and other disasters; compliance costs associated with environmental laws and regulations; threats associated with and efforts to combat terrorism and cyber-security risks; global competitive market conditions, including global reactions toU.S. trade policies, and resulting effects on sales and pricing; and global economic factors, including currency exchange rates, difficulties entering new markets and general economic conditions such as inflation, deflation, interest rates and credit availability. In addition, management's estimates of future operating results are based on our current complement of continuing operations, which is subject to change as management selects strategic markets. All the forward-looking statements in this document are qualified in their entirety by reference to the factors discussed herein and under the heading "Risk Factors" in our 2020 Annual Report on Form 10-K and in any other documents subsequently filed by us under the Exchange Act that describe risks and factors that could cause results to differ materially from those projected in these forward-looking statements. We caution you that these risk factors may not be exhaustive. We operate in a continually changing business environment and frequently enter into new businesses and product lines. We cannot predict these new risk factors, and we cannot assess the impact, if any, of these new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, you should not rely on forward-looking statements as a prediction of actual results. We undertake no obligation to update or publicly revise any forward-looking statements to reflect events or circumstances that arise after the date of this document. 33 -------------------------------------------------------------------------------- EXECUTIVE OVERVIEW Impact of the COVID-19 Pandemic As further discussed below, the COVID-19 pandemic had an adverse impact on our condensed consolidated financial results for the three and nine months endedOctober 2, 2021 . These adverse impacts are expected to continue, to a lesser degree, in the fourth quarter of 2021, and possibly longer, but we are unable to determine the extent, duration, or nature at this time. Although certain of our product lines (e.g., shorter-cycle product lines within our Precision Solutions reportable segment) have been impacted more than others in our portfolio, we believe that our diverse set of products, along with our strong balance sheet position and available liquidity, position us well to mitigate further potential adverse impacts of the COVID-19 pandemic. For example, because we serve customers that produce food, beverages, personal care items, cleaning products, pharmaceuticals, and specialty chemicals, and serve critical infrastructure and industrial enablement functions, a majority, but not all, of our products, services and operations have been classified as "essential" under various governmental orders restricting business activities implemented in response to the COVID-19 pandemic. While we have temporarily closed certain of our offices and engineering, service and manufacturing centers during 2020 and 2021, and may be required to close additional facilities in the future in response to governmental orders, other COVID-19 pandemic safety-related concerns or in response to market conditions affected by COVID-19, our manufacturing facilities have not experienced significant interruptions in operations to date. In terms of liquidity, as ofOctober 2, 2021 , we had over$310 of cash and equivalents on hand and, as discussed in Note 10 to the accompanying condensed consolidated financial statements, approximately$495 of borrowing capacity under our revolving credit facilities and debt repayments of$20 due annually under primary debt obligations untilAugust 2026 . During the past year, we have taken actions to manage costs and cash flows, including reducing discretionary spending, and will continue to assess the actual and expected impacts of the COVID-19 pandemic and any requirements for further actions. Discontinued Operations OnMay 2, 2019 , the Company announced that its Board of Directors had initiated a process to divest a substantial portion of the Company's former Power and Energy reportable segment, excluding the Bran+Luebbe product line (collectively, the "Disposal Group "). In connection with this announcement and the continued development of the divestiture process thereafter, we reported theDisposal Group as "held-for-sale", and as discontinued operations, initially as of the end of our second quarter of 2019. InNovember 2019 , we entered into a Purchase and Sale Agreement (the "Sale Agreement") with an affiliate ofApollo Global Management, LLC (the "Buyer"), pursuant to which the Company agreed, indirectly through certain of its subsidiaries, to sell the businesses reflected as discontinued operations in the accompanying condensed consolidated financial statements to the Buyer for a gross purchase price of$475.0 (the "Transaction"). The gross purchase price of$475.0 was subject to (i) reductions based upon the level of certain deductions of theDisposal Group at the closing date, and (ii) certain adjustments based upon the level of net working capital, cash and debt of theDisposal Group at the closing date. The deductions included, for example, components of the "Contract Liabilities" and certain other current and long-term liabilities of theDisposal Group , as well as deductions for budgeted but un-incurred capital expenditures and other business infrastructure costs measured over periods defined in the Sale Agreement, but in all cases which expired at the closing date. OnMarch 30, 2020 , we completed the sale of substantially allDisposal Group businesses and received proceeds from the Buyer of$406.2 , based on an estimate of certain adjustments to the gross purchase price as of the closing date and as discussed further above and, to a lesser extent, certain fees. Unless otherwise indicated, amounts provided in MD&A below pertain to continuing operations only. Our BusinessSPX FLOW operates in two reportable segments: the Nutrition and Health segment and the Precision Solutions segment. During the first quarter of 2021, the Company renamed its former "Food and Beverage" segment to the "Nutrition and Health" segment and, during the second quarter of 2021, the Company renamed its former "Industrial" segment to the "Precision Solutions" segment. Accordingly, all current and comparative period financial information for these segments has been presented as the Nutrition and Health segment and the Precision Solutions segment in this MD&A. Other than the changes in name, there were no changes to the segments and there has been no change to prior-period financial information of the segments. 34 -------------------------------------------------------------------------------- Based inCharlotte, North Carolina ,SPX FLOW improves the world through innovative and sustainable solutions. The product offering of the Company's continuing operations is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of nutrition, health and precision solution markets.SPX FLOW had approximately$1.4 billion in 2020 annual revenues, with approximately 36%, 37% and 27% from sales into theAmericas , EMEA andAsia Pacific regions, respectively, and has continuing operations in more than 30 countries and sales in more than 140 countries. Our product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including nutrition and health, chemical processing, compressed air and mining. From an end-market perspective, in 2020, approximately 47% of our revenues were from sales into the nutrition and health end markets and approximately 53% were from sales into the precision solutions end markets. Our core strengths include expertise in rotating, actuating and hydraulic equipment, a highly skilled workforce, global capabilities, product breadth, and a deep application knowledge that enables us to optimize configuration and create custom-engineered solutions for diverse processes. The following summary describes the products and services offered by our reportable segments: Nutrition and Health: The Nutrition and Health reportable segment operates in a regulated, global industry with customers who demand highly engineered process solutions. Key demand drivers include dairy consumption, emerging market capacity expansion, sustainability and productivity initiatives, customer product innovation and food safety. Key products for the segment include homogenizers, pumps, valves, separators and heat exchangers. We also design and assemble process systems that integrate many of these products for our customers. Key brands include APV, Gerstenberg Schroeder, Seital andWaukesha Cherry-Burrell . The segment's primary competitors are Alfa Laval AB, Fristam Pumps, GEA Group AG, Krones AG, Südmo,Tetra Pak International S.A. and various regional companies. Precision Solutions: The Precision Solutions reportable segment primarily serves customers in the chemical, air treatment, mining, pharmaceutical, marine, infrastructure construction, general industrial and water treatment industries. Key demand drivers of this segment are tied to macroeconomic conditions and growth in the respective end markets we serve. Key products for the segment are air dryers, filtration equipment, mixers, pumps, hydraulic technologies and heat exchangers. Key brands include Airpel, APV, Bolting Systems, Bran+Luebbe,Deltech , Hankison, Jamix, Jemaco,Johnson Pump , LIGHTNIN,Philadelphia Mixing Solutions , POSI LOCK, Power Team, Stelzer, Stone and Uutechnic. The segment's primary competitors are Alfa Laval AB,Chemineer Inc. ,EKATO , Enerpac, IDEX Viking Pump, KSB AG, Lewa,Milton Roy ,Parker Domnick Hunter , Prominent and various regional companies. Summary of Operating Results Non-GAAP Measures - Throughout the following segment discussion, we use organic revenue growth (decline) to facilitate explanation of the operating performance of our segments. Organic revenue growth (decline) is a non-GAAP financial measure, and is not a substitute for net revenue growth (decline). Refer to the explanation of this measure and purpose of use by management under "Results of Continuing Operations-Non-GAAP Measures." The financial information discussed below and included in this Quarterly Report on Form 10-Q may not necessarily reflect what our financial condition, results of operations and cash flows may be in the future. The following summary is intended to provide certain highlights of the discussion and analysis that follows (all comparisons are to the related period in the prior year): Revenues - For the three and nine months endedOctober 2, 2021 , revenues increased$32.7 (9.2%) and$180.5 (18.9%), respectively. For the three months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) revenues associated with businesses acquired in the first and second quarters of 2021, (ii) an increase in organic revenue, and, to a lesser extent, (iii) the weakening of theU.S. dollar against various foreign currencies during the periods. The increase in organic revenue was driven primarily by higher volumes of revenue from (i) Nutrition and Health segment components and aftermarket products and, to a lesser extent, systems, and (ii) broad-based strengthening across most short-cycle Precision Solutions segment product lines, attributable primarily to increased demand due to reduced adverse effects of the COVID-19 pandemic. For the nine months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) an increase in organic revenue and, to a lesser extent, (ii) the weakening of theU.S. dollar against 35 -------------------------------------------------------------------------------- various foreign currencies during the periods and (iii) revenues associated with businesses acquired in the third quarter of 2020 and first and second quarters of 2021. The increase in organic revenue was driven primarily by higher volumes of revenue from (i) Nutrition and Health segment components and aftermarket products and, to a lesser extent, systems, and (ii) broad-based strengthening across most short-cycle Precision Solutions segment product lines, attributable primarily to increased demand due to reduced adverse effects of the COVID-19 pandemic. Income before Income Taxes - Income before income taxes increased$14.7 (84.5%) and$58.7 (217.4%) in the three and nine months endedOctober 2, 2021 , respectively. The increase in pre-tax income for the three months endedOctober 2, 2021 , compared to the respective 2020 period, included primarily the effects of increases in other income, net (including primarily a gain on sale of a product line during the third quarter of 2021) and in segment income, combined with reductions in interest expense and corporate expense. The increase in pre-tax income for the nine months endedOctober 2, 2021 , compared to the respective 2020 period, included primarily the effects of an increase in segment income and, to a lesser extent, reductions in interest expense and corporate expense, as well as the benefits of an increase in gains on sales of certain assets (including the gain on sale of a product line as noted above). Cash Flows from Operations - For the nine months endedOctober 2, 2021 , cash flows from operations increased to$42.0 from$31.6 in the comparable prior year period, primarily as a result of increased cash flows from higher segment income. RESULTS OF OPERATIONS The unaudited information included in this Quarterly Report on Form 10-Q should be read in conjunction with our annual consolidated financial statements included in our 2020 Annual Report on Form 10-K. Interim results are not necessarily indicative of results for a full year. We establish actual interim closing dates using a fiscal calendar, which requires our businesses to close their books on the Saturday closest to the end of the first calendar quarter, with the second and third quarters being 91 days in length. Our fourth quarter ends onDecember 31 . The interim closing dates for the first, second and third quarters of 2021 wereApril 3 ,July 3 , andOctober 2 , compared to the respectiveMarch 28 ,June 27 , andSeptember 26, 2020 dates. We had five more days in the first quarter of 2021 and will have six fewer days in the fourth quarter of 2021 than in the respective 2020 periods. It is not practicable to estimate the impact of the differential in number of days on our changes in revenues for the nine-month period endedOctober 2, 2021 compared to the prior-year period. Cyclicality of End Markets, Seasonality and Competition - The financial results of many of our businesses closely follow changes in the industries and end markets they serve. In our Nutrition and Health reportable segment, system revenues are highly correlated to timing on capital projects, which may cause significant fluctuations in our financial performance from period to period. Fluctuations in dairy commodity prices and production of dairy related products, particularly those aimed at serving theChina market, can influence the timing of capital spending by many end customers in our Nutrition and Health reportable segment. Although our businesses operate in highly competitive markets, our competitive position cannot be determined accurately in the aggregate or by segment since our competitors do not offer all the same product lines or serve all the same markets. In addition, specific reliable comparative figures are not available for many of our competitors. In most product groups, competition comes from numerous concerns, both large and small. The principal methods of competition are service, product performance, technical innovation and price. These methods vary with the type of product sold. We believe we compete effectively on the basis of each of these factors. See "Executive Overview - Our Business" for a discussion of our competitors. 36 -------------------------------------------------------------------------------- Non-GAAP Measures - Organic revenue growth (decline) presented herein is defined as revenue growth (decline) excluding the effects of foreign currency fluctuations and business acquisitions which occurred in the third quarter of 2020 and first and second quarters of 2021. We believe this metric is a useful financial measure for investors in evaluating our operating performance for the periods presented as, when read in conjunction with our revenues, it presents a tool to evaluate our ongoing operations and provides investors with a metric they can use to evaluate our management of assets held from period to period. In addition, organic revenue growth (decline) is one of the factors we use in internal evaluations of the overall performance of our business. This metric, however, is not a measure of financial performance under accounting principles generally accepted inthe United States ("GAAP"), should not be considered a substitute for net revenue growth (decline) as determined in accordance with GAAP and may not be comparable to similarly titled measures reported by other companies. The following table provides selected financial information for the three and nine months endedOctober 2, 2021 andSeptember 26, 2020 , respectively, including the reconciliation of organic revenue growth to net revenue growth: Three months ended Nine months ended September 26, September 26, October 2, 2021 2020 % Change October 2, 2021 2020 % Change Revenues$ 389.6 $ 356.9 9.2$ 1,135.0 $ 954.5 18.9 Gross profit 139.0 126.1 10.2 399.2 340.7 17.2 % of revenues 35.7 % 35.3 % 35.2 % 35.7 % Selling, general and administrative 93.3 89.9 3.8 277.5 265.9 4.4 % of revenues 23.9 % 25.2 % 24.4 % 27.9 % Intangible amortization 5.9 2.8 110.7 13.6 8.5 60.0 Asset impairment charges - 0.5 (100.0) - 3.2 (100.0) Restructuring and other related charges 0.6 1.3 (53.8) 14.1 8.7 62.1 Other income, net 9.5 4.2 126.2 18.1 8.5 112.9 Interest expense, net (4.2) (7.4) (43.2) (14.0) (24.9) (43.8) Loss on early extinguishment of debt (12.4) (11.0) 12.7 (12.4) (11.0)
12.7
Income from continuing operations before income taxes 32.1 17.4 84.5 85.7 27.0 * Income tax provision (8.6) (0.7) * (31.6) (3.7) * Income from continuing operations 23.5 16.7 40.7 54.1 23.3
132.2
Income (loss) from discontinued operations, net of tax 0.1 (4.2) (102.4) (0.8) (40.9) (98.0) Net income (loss) 23.6 12.5 88.8 53.3 (17.6) * Less: Net income attributable to noncontrolling interests 0.1 0.4 (75.0) 0.4 0.7
(42.9)
Net income (loss) attributable to SPX FLOW, Inc. 23.5 12.1 94.2 52.9 (18.3)
*
Components of consolidated revenue growth: Organic increase 3.3 11.4 Foreign currency 1.6 3.9 Business combinations 4.3 3.6 Net revenue increase 9.2 18.9 * Not meaningful for comparison purposes Revenues - For the three months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) revenues associated with businesses acquired in the first and second quarters of 2021, (ii) an increase in organic revenue, and, to a lesser extent, (iii) the weakening of theU.S. dollar against various foreign currencies during the periods. The increase in organic revenue was driven primarily by higher volumes of revenue from (i) Nutrition and Health segment components and aftermarket products and, to a lesser extent, systems, and (ii) broad-based strengthening across most short-cycle Precision Solutions segment product lines, attributable primarily to increased demand due to reduced adverse effects of the COVID-19 pandemic. 37 -------------------------------------------------------------------------------- For the nine months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) an increase in organic revenue and, to a lesser extent, (ii) the weakening of theU.S. dollar against various foreign currencies during the periods and (iii) revenues associated with businesses acquired in the third quarter of 2020 and first and second quarters of 2021. The increase in organic revenue was driven primarily by higher volumes of revenue from (i) Nutrition and Health segment components and aftermarket products and, to a lesser extent, systems, and (ii) broad-based strengthening across most short-cycle Precision Solutions segment product lines, attributable primarily to increased demand due to reduced adverse effects of the COVID-19 pandemic. See "Results of Reportable Segments" for additional details. Gross Profit - The increases in gross profit for the three and nine months endedOctober 2, 2021 , compared to the respective 2020 periods, were driven primarily by the increased revenues as noted above, along with favorable price realization. The increase in gross margin for the three months endedOctober 2, 2021 , compared to the respective 2020 period, was driven primarily by the favorable impact on operating leverage of the higher volume of revenues, the benefits of favorable price realization, and an improved mix of higher-quality revenue in our Nutrition and Health segment, the effects of which were partially offset by inflationary pressures in certain operational areas such as freight and certain types of labor costs. The decrease in gross margin for the nine months endedOctober 2, 2021 , compared to the respective 2020 period, was primarily attributable to inflationary pressures in certain operational areas such as freight and certain types of labor costs, the effects of which were partially mitigated by the favorable impact on operating leverage of the higher volumes of revenues, favorable price realization, and an improved mix of higher-quality revenue in our Nutrition and Health segment. See "Results of Reportable Segments" for additional details. Selling, General and Administrative ("SG&A") Expense - For the three and nine months endedOctober 2, 2021 , the increases in SG&A expense, compared to the respective 2020 periods, were due primarily to the weakening of theU.S. dollar against various foreign currencies during the periods and, to a lesser extent, increases in variable incentive compensation. These increases in costs were partially offset by savings from (i) reductions in force associated with restructuring actions taken in 2020 as well as in connection with our global cost productivity program, initiated during the first quarter of 2021, and (ii) reductions in discretionary spending. Intangible Amortization - The increases in intangible amortization for the three and nine months endedOctober 2, 2021 , compared to the respective 2020 periods, were primarily due to amortization of intangible assets acquired in the POSI LOCK,UTG Mixing Group and Philadelphia Mixing acquisitions closed in the third quarter of 2020 and first and second quarters of 2021, respectively. Asset Impairment Charges - Charges for the three months endedSeptember 26, 2020 resulted from further management evaluation of certain assets during the third quarter of 2020 which were impacted by management's decision during the second quarter of 2020 to consolidate and relocate the operations of aU.S. manufacturing facility within the Precision Solutions segment to existing facilities in theU.S. as well as in our EMEA andAsia Pacific regions. Charges for the nine months endedSeptember 26, 2020 included these charges,$0.8 of charges recorded during the second quarter related to this action and charges of$1.9 which resulted from management's decision, during the first quarter of 2020, to discontinue a product line within the Precision Solutions segment. Restructuring and Other Related Charges - Charges for the three and nine months endedOctober 2, 2021 related to a global cost productivity program initiated during the first quarter of 2021. Such charges related primarily to severance and other costs associated with commercial, engineering and certain operational employees across both segments and across each region in which our segments operate, as well as certain functional support employees across most of our corporate functions. See Note 6 to our condensed consolidated financial statements for further details of actions taken during the three and nine months endedOctober 2, 2021 andSeptember 26, 2020 . 38 -------------------------------------------------------------------------------- Other Income, net - Other income, net, for the three months endedOctober 2, 2021 was composed of a gain on the sale of a product line of$5.6 , other net gains on asset sales of$1.9 , investment-related gains of$1.6 , foreign currency ("FX") gains of$0.3 , and income from a transition services agreement (the "TSA") entered into in connection with the sale of our former Power and Energy segment of$0.2 , partially offset by non-service-related pension and postretirement costs of$0.1 . See Note 3 to the condensed consolidated financial statements for additional details regarding the sale of the product line, as well as theTSA . The investment-related gains related to an increase in the net asset value of our investment in an equity security (see Note 15
for
additional details). Other income, net, for the three months endedSeptember 26, 2020 was composed of investment-related gains of$2.1 , income from theTSA of$1.3 , and net gains on asset sales and other of$1.3 , partially offset by FX losses of$0.4 and non-service-related pension and postretirement costs of$0.1 . Other income, net, for the nine months endedOctober 2, 2021 was composed primarily of investment-related gains of$9.1 , the gain on sale of a product line of$5.6 , net gains on assets sales and other of$2.2 , income from theTSA of$1.7 , partially offset by FX losses of$0.3 and non-service-related pension and postretirement costs of$0.3 . Other income, net, for the nine months endedSeptember 26, 2020 was composed of investment-related gains of$7.4 , income from theTSA of$2.8 , and net gains on asset sales and other of$0.9 , partially offset by FX losses of$2.2 and non-service-related pension and postretirement costs of$0.4 . Interest Expense, net - Interest expense, net, for the three and nine months endedOctober 2, 2021 andSeptember 26, 2020 , was composed primarily of interest expense related to our senior credit facilities and former senior notes and, to a lesser extent, finance lease obligations and miscellaneous lines of credit, partially offset by interest income on cash and cash equivalents. Interest expense, net, included interest expense of$4.9 and$8.3 , and interest income of$0.7 and$0.9 , respectively, during the three months endedOctober 2, 2021 andSeptember 26, 2020 . Interest expense, net, included interest expense of$16.7 and$27.9 , and interest income of$2.7 and$3.0 , respectively, during the nine months endedOctober 2, 2021 andSeptember 26, 2020 . The decreases in interest expense in 2021, compared to 2020, were due primarily to the early redemption of our 5.625% senior notes inAugust 2020 and 5.875% senior notes inSeptember 2021 . See Note 10 to our condensed consolidated financial statements for additional details on our third-party debt and Note 3 for additional details regarding our allocation of certain interest expense to discontinued operations. Loss on Early Extinguishment of Debt - OnSeptember 2, 2021 , with a cash payment, we redeemed our 5.875% senior notes due inAugust 2026 (the "2026 Notes") in full, pursuant to the redemption provisions of the indenture governing the 2026 Notes. As a result of the redemption, we recorded a charge of$11.3 during the three and nine months endedOctober 2, 2021 , which related to premiums paid to redeem the 2026 Notes of$8.8 and the write-off of unamortized deferred financing fees of$2.5 . In addition, onAugust 3, 2021 , we amended and restated our senior credit facilities, and recorded a charge of$1.1 during the three and nine months endedOctober 2, 2021 , which related primarily to the write-off of unamortized deferred financing fees associated with the former senior credit facilities. OnAugust 15, 2020 , with a cash payment, we redeemed our 5.625% senior notes due inAugust 2024 (the "2024 Notes) in full, pursuant to the redemption provisions of the indenture governing the 2024 Notes. As a result of the redemption, we recorded a charge of$11.0 during the three and nine months endedSeptember 26, 2020 , which related to premiums paid to redeem the 2024 Notes of$8.4 , the write-off of unamortized deferred financing fees of$2.5 , and other costs associated with the extinguishment of$0.1 . Income Tax Provision - During the three months endedOctober 2, 2021 , we recorded an income tax provision of$8.6 on$32.1 of pre-tax income, resulting in an effective tax rate of 26.8%. This compares to an income tax provision for the three months endedSeptember 26, 2020 of$0.7 on$17.4 of pre-tax income, resulting in an effective tax rate of 4.0% The effective tax rate for the third quarter of 2020 was impacted by income tax benefits of (i)$2.5 resulting from the benefit of the reduction to the forecasted annual effective tax rate in the third quarter of 2020 applied to income in the first half of 2020, (ii)$1.6 related to the timing of the pre-tax results in certain jurisdictions where the tax expense is not expected to be realized due to the loss carryforward position, and (iii)$1.3 resulting from adjustments to theU.S tax liability for prior years. 39 -------------------------------------------------------------------------------- During the nine months endedOctober 2, 2021 , we recorded an income tax provision of$31.6 on$85.7 of pre-tax income, resulting in an effective tax rate of 36.9%. This compares to an income tax provision for the nine months endedSeptember 26, 2020 of$3.7 on$27.0 of pre-tax income, resulting in an effective tax rate of 13.7%. The effective tax rate for the first nine months of 2021 was impacted by income tax charges of (i)$4.5 resulting from the disallowance of tax year 2020 interest deductions pursuant to the German Act Implementing the EU Anti-Tax Avoidance Directive, enactedJune 30, 2021 , (ii)$3.2 resulting from losses occurring in the first nine months of 2021 in certain jurisdictions where the tax benefit of those losses is not expected to be realized, and (iii)$1.0 related to transfer pricing adjustments. The effective tax rate for the first nine months of 2020 was impacted by income tax benefits of (i)$7.2 resulting from adjustments to the deemed repatriation tax and certain additional foreign credits from the recharacterization of a prior outbound transfer of an affiliate to non-U.S. entities, (ii)$1.2 resulting from tax return adjustments for certain of the Company's subsidiaries, and (iii)$1.2 resulting from adjustments to theU.S. tax liability for prior years, which were partially offset by income tax charges of (i)$4.8 resulting from losses occurring in the first nine months of 2020 in certain jurisdictions where the tax benefit of those losses is not expected to be realized and (ii)$1.6 related to the change in valuation allowance related to certain jurisdictions where the benefit of losses are no longer expected to be realized. Our future effective tax rate may vary, particularly during the first quarter of each year, based on tax charges or benefits that could result from potential future vestings of restricted stock shares and restricted stock units. Income (Loss) from Discontinued Operations, Net of Tax - For the three and nine months endedOctober 2, 2021 , the income (loss) from discontinued operations, net of tax, of$0.1 and$(0.8) , respectively, related to certain trailing benefits realized (costs incurred) related to the sale of theDisposal Group . For the three months endedSeptember 26, 2020 , the loss from discontinued operations, net of tax, of$4.2 , was composed of an income tax provision of$2.5 on a pre-tax loss of$1.7 . The pre-tax loss included a Loss onDisposal Group of$1.6 , primarily related to the finalization of the purchase price with the Buyer. The income tax provision for the third quarter of 2020 was primarily impacted by income tax charges of (i)$1.7 related to a reduction in the benefit related to the loss for global intangible low-taxed income purposes and (ii)$0.4 resulting from adjustments to theU.S. tax liability for prior years. For the nine months endedSeptember 26, 2020 , the loss from discontinued operations, net of tax, of$40.9 , was composed of a pre-tax loss of$10.3 and an income tax provision of$30.6 . The pre-tax loss included a Loss onDisposal Group of$12.1 to reduce the carrying value of theDisposal Group to our estimate, and the final negotiated amount, of the net proceeds to be realized upon finalization of the purchase price with the Buyer. The income tax provision for the first nine months of 2020 was impacted primarily by income tax charges of (i)$32.1 composed of theU.S. tax expense on the tax gain on sale ofDisposal Group entities sold by theU.S. parent, (ii)$1.4 in reduction of the benefit to be realized through the disposition of held-for-sale assets and (iii)$0.4 resulting from adjustments to theU.S. tax liability for prior years, which were partially offset by an income tax benefit of$3.1 related to a loss for global intangible low-taxed income purposes on the sale of certain non-U.S. entities. The significant non-U.S. sales ofDisposal Group entities were in locations where local law did not require any gain to be taxed or permit any loss to result in a future benefit. In addition to these, the income tax provision for the nine months endedSeptember 26, 2020 also included the effect from the first quarter of 2020 where the majority of the pre-tax loss onDisposal Group was not deductible in the various jurisdictions where the sale of theDisposal Group was to be recognized. As such, only$1.2 of a tax benefit was recognized on the$10.3 pre-tax loss onDisposal Group . 40 -------------------------------------------------------------------------------- RESULTS OF REPORTABLE SEGMENTS The following information should be read in conjunction with our condensed consolidated financial statements and related notes. Nutrition and Health As of and for the three months ended As of and for the nine months ended September 26, % September 26, % October 2, 2021 2020 Change October 2, 2021 2020 Change Backlog$ 262.0 $ 269.2 (2.7)$ 262.0 $ 269.2 (2.7) Orders 160.2 159.0 0.8 504.0 435.1 15.8 Revenues 170.1 160.6 5.9 510.0 443.1 15.1 Income 24.6 24.2 1.7 79.6 62.7 27.0 % of revenues 14.5 % 15.1 % 15.6 % 14.2 % Components of revenue growth: Organic increase 4.5 11.0 Foreign currency 1.4 4.1 Net revenue growth 5.9 15.1 Revenues - For the three and nine months endedOctober 2, 2021 , the increases in revenues, compared to the respective 2020 periods, were driven primarily by increases in organic revenue and, to a lesser extent, a weakening of theU.S. dollar during the periods against various foreign currencies. The increases in organic revenue were due to higher volumes of components and aftermarket revenues and, to a lesser degree, of systems revenues, partially attributable to reduced adverse effects of the COVID-19 pandemic. Income - For the three months endedOctober 2, 2021 , income increased, compared to the respective 2020 period, driven primarily by higher volumes of revenues as discussed above and cost savings realized from our global cost productivity program announced during the first quarter of 2021. The decrease in margin in the three months endedOctober 2, 2021 , compared to the respective 2020 period, primarily resulted from the effects of inflationary pressures in certain operational areas such as freight and certain types of labor costs, which more than offset the benefits of operating leverage on volume increases and cost savings from restructuring initiatives as previously noted. For the nine months endedOctober 2, 2021 , income and margin increased, compared to the respective 2020 period, driven primarily by the favorable impact on operating leverage of higher volumes of revenues, an improved mix of higher-quality revenue and cost savings from the global cost productivity program noted above, partially offset by the effects of inflationary pressures in certain operational areas such as freight and certain types of labor costs as noted above. Backlog - The segment had backlog of$262.0 and$269.2 as ofOctober 2, 2021 andSeptember 26, 2020 , respectively. Of the$7.2 year-over-year decrease in backlog,$11.6 resulted from an organic decline primarily due to the timing of systems orders received as well as increased revenue levels realized in the nine months endedOctober 2, 2021 which resulted partially from the reduced adverse effects of the COVID-19 pandemic, partially offset by an increase of$4.4 attributable to the favorable impact of fluctuations in foreign currencies relative to theU.S. dollar. 41 --------------------------------------------------------------------------------
Precision Solutions As of and for the three months ended As of and for the nine months ended September 26, September 26, October 2, 2021 2020 % Change October 2, 2021 2020 % Change Backlog$ 335.8 $ 261.2 28.6$ 335.8 $ 261.2 28.6 Orders 223.9 168.6 32.8 656.6 529.9 23.9 Revenues 219.5 196.3 11.8 625.0 511.4 22.2 Income 31.4 28.6 9.8 76.4 57.9 32.0 % of revenues 14.3 % 14.6 % 12.2 % 11.3 %
Components of revenue growth: Organic increase 2.3 11.7 Business combinations 7.9 6.8 Foreign currency 1.6 3.7 Net revenue growth 11.8 22.2 Revenues - For the three months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) revenues associated with businesses acquired in the first and second quarters of 2021 and, to a lesser extent, (ii) an increase in organic revenue, and (iii) a weakening of theU.S. dollar during the periods against various foreign currencies. For the nine months endedOctober 2, 2021 , the increase in revenues, compared to the respective 2020 period, was driven primarily by (i) an increase in organic revenue and, to a lesser extent, (ii) revenues associated with businesses acquired in the third quarter of 2020 and first and second quarters of 2021, and (iii) a weakening of theU.S. dollar during the periods against various foreign currencies. The increases in organic revenue were driven primarily by increased shipments across substantially all of our short-cycle Precision Solutions segment product lines and end markets, primarily associated with reduced adverse effects of the COVID-19 pandemic, partially offset by a decline in heat exchanger shipments due in part to an increased selectivity of heat exchanger orders accepted by the Company. Income - For the three and nine months endedOctober 2, 2021 , income increased, compared to the respective 2020 periods, driven primarily by higher volumes of revenues as discussed above, favorable impacts of price realization, and cost savings realized from our global cost productivity program announced during the first quarter of 2021. For the three months endedOctober 2, 2021 , margin decreased, compared to the respective 2020 period, primarily due to the effects of (i) inflationary pressures in certain operational areas such as elevated freight costs, incurred to support key customers, and in certain types of labor costs due to a large number of new employees, and (ii) increased intangible amortization expense as well as the amortization of fair value adjustments to inventory, directly attributable to the Company's acquisition strategy, which more than offset the benefits of improved operating leverage on volume increases, favorable impacts of price realization, and cost savings from restructuring initiatives as previously noted. For the nine months endedOctober 2, 2021 , margin increased, compared to the respective 2020 period, primarily driven by the improved operating leverage on higher volumes of revenues, favorable impacts of price realization, and cost savings from restructuring initiatives noted above, partially offset by the effects of cost increases in certain operational areas such as freight and certain types of labor costs, increased intangible amortization expense and amortization of fair value adjustments to inventory noted above. Backlog - The segment had backlog of$335.8 and$261.2 as ofOctober 2, 2021 andSeptember 26, 2020 , respectively. The$74.6 year-over-year increase in backlog was attributable to (i) a$42.1 increase in backlog associated with acquired businesses, (ii) a$25.1 increase in backlog related to legacy operations, reflecting organic order growth across substantially all of our short-cycle Precision Solutions segment product lines (partially offset by a decline in heat exchanger orders due in part to an increased selectivity of such orders accepted by the Company), and (iii) a$7.4 favorable impact of fluctuations in foreign currencies relative to theU.S. Dollar. 42 --------------------------------------------------------------------------------
CORPORATE EXPENSE AND PENSION AND POSTRETIREMENT SERVICE COSTS
Three months ended Nine months ended September 26, % September 26, % October 2, 2021 2020 Change October 2, 2021 2020 Change
Total consolidated revenues
9.2$ 1,135.0 $ 954.5 18.9 Corporate expense 16.0 19.2 (16.7) 47.3 53.7 (11.9) % of revenues 4.1 % 5.4 % 4.2 % 5.6 % Pension and postretirement service costs 0.2 0.2 - 0.6 0.6 - Corporate Expense - Corporate expense generally relates to the cost of ourCharlotte, North Carolina corporate headquarters and ourAsia Pacific center inShanghai, China . Corporate expense also reflects stock-based compensation costs associated with corporate employees. The decreases in corporate expense for the three and nine months endedOctober 2, 2021 , compared to the respective 2020 periods, were due primarily to actions taken to manage costs on a year-over-year basis, including (i) reductions in force of certain functional support employees across most of our corporate functions and (ii) reductions in discretionary spending, related to our global cost productivity program announced during the first quarter of 2021, as well as in response to the ongoing effects of the COVID-19 pandemic. See Note 12 to our condensed consolidated financial statements for further details regarding our stock-based compensation awards. Pension and Postretirement Service Costs -SPX FLOW sponsors a number of defined benefit pension plans and a postretirement plan. For all of these plans, changes in the fair value of plan assets and actuarial gains and losses are recognized to earnings in the fourth quarter of each year as a component of net periodic benefit expense, unless earlier remeasurement is required. The remaining components of pension and postretirement expense, primarily service and interest costs and expected return on plan assets, are recorded on a quarterly basis. Non-service-related pension and postretirement costs are reported in "Other income, net."
See Note 9 to our condensed consolidated financial statements for further details regarding our pension and postretirement plans.
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