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 22, 2018
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-14962 | 04-3477276 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) | ||
30 CORPORATE DRIVE, SUITE 200
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(781) 270-1200
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company | ¨ |
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.
¨ | |
Item 2.02. Results of Operations and Financial Condition.
By press release dated February 28, 2018 CIRCOR International, Inc. (the “Company”) announced its financial results for the three and twelve months ended December 31, 2017. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Previously, by press release dated February 22, 2018 the Company provided updated guidance for the three months ended December 31, 2017 ahead of its presentation at Gabelli & Company’s Pump, Valve & Water Systems Symposium. The full text of that press release is attached as Exhibit 99.3 to this Current Report on Form 8-K.
The information in this Item 2.02 of Form 8-K and the Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.
The Company’s management evaluates segment operating performance using operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition-related activities; restructuring and other costs/income including costs arising from facility consolidations and gains and losses from the sale of product lines; and amortization of acquisition-related intangible assets. The Company also refers to this measure as segment operating income or adjusted operating income. The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitate comparison of performance for determining incentive compensation achievement.
In the press releases and accompanying supplemental information, the Company uses the following non-GAAP financial measures: Adjusted operating income, adjusted operating margin, free cash flow, adjusted net income, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, and net debt, described as follows:
• | Adjusted operating income is defined as GAAP operating income excluding intangible amortization from acquisitions completed subsequent to December 31, 2011, step-up depreciation from acquisitions completed subsequent to December 31, 2016, the impact of restructuring related inventory, impairment and special charges or gains. |
• | Adjusted operating margin is defined as adjusted operating income divided by net revenues. |
• | Free cash flow is defined as net cash flow from operating activities, less net capital expenditures. Management of this Company believes free cash flow is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations. |
• | Adjusted net income is defined as net income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2011, step-up depreciation from acquisitions completed subsequent to December 31, 2016, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax. |
• | Adjusted EPS is defined as earnings per common share diluted, excluding the per share impact of |
intangible amortization from acquisitions completed subsequent to December 31, 2011, step-up depreciation from acquisitions completed subsequent to December 31, 2016, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax.
• | EBITDA is defined as net income plus net interest expense, provision for income taxes, depreciation and amortization. |
• | Adjusted EBITDA is defined as EBITDA plus the impact of special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax. |
• | Net Debt - is defined at total debt minus cash & cash equivalents. |
Our management uses these non-GAAP measures to gain an understanding of our comparative operating performance (when comparing such results with previous periods or forecasts). These non-GAAP financial measures are used by management in our financial and operating decision making because we believe they reflect our ongoing business and allow for meaningful period-to-period comparisons. We believe these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. These non-GAAP financial measures also allow investors and others to compare the Company’s current financial results with the Company’s past financial results in a consistent manner. For example:
• | We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs. |
• | We exclude certain acquisition-related costs, including significant transaction costs and the related tax effects. We exclude these costs because we do not believe they are indicative of our normal operating costs. |
• | We exclude the expense and tax effects associated with the non-cash amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of 5 to 20 years. Exclusion of the non-cash amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies. |
• | We also exclude certain gains/losses and related tax effects, which are either isolated or cannot be expected to occur again with any predictability, and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business, significant litigation-related matters and lump-sum pension plan settlements. |
CIRCOR’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the Company’s operating performance and comparing such performance to that of prior periods and to the performance of our peers and competitors. We use such measures when publicly providing our business outlook, assessing future earnings potential, evaluating potential acquisitions and dispositions and in our financial and operating decision-making process including for incentive compensation purposes.
Investors should recognize that these non-GAAP measures might not be comparable to similarly titled measures of other companies. These measures should be considered in addition and not as a substitute for
or superior to, any measure of performance, cash flow or liquidity prepared in accordance with accounting principles generally accepted in the United States.
A reconciliation of our non-GAAP financial measures to the most directly comparable GAAP financial measure is provided in the supplemental information table titled “Reconciliation of Key Performance Measures to Commonly Used Generally Accepted Accounting Principle Terms” which is included as an attachment to the press release in Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description |
SIGNATURES
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.
Date: February 28, 2018 CIRCOR INTERNATIONAL, INC.
/s/ Rajeev Bhalla
By: Rajeev Bhalla
Title: | Executive Vice President and Chief Financial Officer |
EXHIBIT 99.1
CIRCOR Reports Fourth-Quarter and Year-End 2017 Financial Results
Burlington, MA - February 28, 2018 - CIRCOR International, Inc. (NYSE: CIR), a leading provider of flow control solutions and other highly engineered products for the Energy, Aerospace & Defense and Industrial markets, today announced financial results for the fourth quarter and full year ended December 31, 2017.
• | Q4 Orders of $217 million; up 32% organically |
• | Q4 Revenue of $206 million, up 4% organically |
• | Q4 GAAP loss per share of $(0.32) |
• | Q4 Adjusted EPS of $0.57 |
• | Acquisition of Colfax Fluid Handling complete; integration underway |
• | Company suspends quarterly dividend to prioritize debt reduction |
“We capped a solid year in 2017 with strong orders growth, and improving revenue and earnings,” said Scott Buckhout, President and Chief Executive Officer. “Energy segment orders increased 37% organically in the fourth quarter, led by our Distributed Valves and Refinery Valves business units. In Advanced Flow Solutions, robust Aerospace demand contributed to a 25% increase in organic orders in the segment.”
The Fluid Handling business, which was acquired from Colfax Corporation on December 11, 2017, also contributed favorably to the results, generating $36.5 million in sales and $5.5 million in segment operating income.
“Since completing the Fluid Handling acquisition in December, we’ve put a full-time, global integration team in place and started executing our plan to reduce combined costs, consolidate systems and processes, and drive growth synergies,” Buckhout said. “We begin 2018 well positioned to capitalize on the growth opportunities in a diversified range of favorable end markets.
“Going forward, we will continue to focus on creating long-term value for our shareholders by investing in growth, executing a seamless integration of Fluid Handling, and reducing our leverage,” concluded Buckhout.
U.S. Tax Reform
The Tax Cuts & Jobs Act did not have a significant impact on the fourth-quarter 2017 results given the Company’s net deferred tax position. Additional analysis regarding the realization of foreign tax credit carryover is in process and will be completed mid-2018.
Dividends
As part of its capital deployment strategy, the Company has suspended its quarterly cash dividend of $0.0375 per share, beginning in the first quarter of 2018. Suspension of this nominal dividend on common stock will allow the Company to redirect the funds to repay debt.
First-Quarter 2018 Guidance
The Company will provide guidance for the first quarter of 2018 during the conference call later today.
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1. | Consolidated and Segment Results for Q4 2017 exclude special and restructuring charges and non-cash acquisition-related intangible and inventory step-up amortization, totaling $23.7 million (pre-tax). This net charge includes (i) $9.2 million charge for non-cash acquisition-related intangible amortization expense, including the amortization of a step-up in fair value of inventories; (ii) $8.9 million in transaction fees associated with the acquisition of the Colfax Fluid Handling business; (iii) $2.4 million for settlement of a legal matter; (iv) $1.8 million write-off for deferred financing fees associated with the prior debt agreement; and (v) $1.4 million related to previously announced restructuring actions. Consolidated and Segment Results for Q4 2016 exclude special and restructuring charges, totaling $14.4 million. These charges include (i)$5.6 million for non-cash acquisition-related intangible amortization expense, including the amortization of a step-up in fair value of inventories; (ii) $4.5 million related to a non-cash charge associated with a lump sum distribution paid to terminated and vested participants in CIRCOR’s pension plan; (iii) $2.3 million related to the exit of the California machine shop and the Brazil facility, as well as the suspension of manufacturing operations in China; (iv) $1.0 million related to other restructuring programs across the Energy Segment; and (v) $1.0 million related to professional fees incurred for completed acquisitions. |
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2. | Free Cash Flow is a non-GAAP financial measure and is calculated by subtracting GAAP capital expenditures, net of proceeds from asset sales, from GAAP Operating Cash Flow. |
3. | Fluid Handling results reflect the period from December 11, 2017 to December 31, 2017. Prior period comparisons are not meaningful. |
Conference Call Information
CIRCOR International will hold a conference call to review its financial results today, February 28, 2018, at 9:00 a.m. ET. To listen to the conference call and view the accompanying presentation slides, visit “Webcasts & Presentations” in the “Investors” portion of the CIRCOR website. The call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. The webcast will be archived for one year on the Company’s website.
Use of Non-GAAP Financial Measures
Adjusted operating income, Adjusted operating margin, Adjusted net income, Adjusted earnings per share (diluted), EBITDA, Adjusted EBITDA, net debt and free cash flow are non-GAAP financial measures. These non-GAAP financial measures are used by management in our financial and operating decision making because we believe they better reflect our ongoing business and allow for meaningful period-to-period comparisons. We believe these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. These non-GAAP financial measures also allow investors and others to compare the Company’s current financial results with the Company’s past financial results in a consistent manner. For example:
• | We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs. |
• | We exclude certain acquisition-related costs, including significant transaction costs and amortization of inventory and fixed-asset step-ups and the related tax effects. We exclude these costs because we do not believe they are indicative of our normal operating costs. |
• | We exclude the expense and tax effects associated with the non-cash amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives up to 25 years. Exclusion of the non-cash amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies. |
• | We also exclude certain gains/losses and related tax effects, which are either isolated or cannot be expected to occur again with any predictability, and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business, significant litigation-related matters and lump-sum pension plan settlements. |
CIRCOR’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the Company’s operating performance and comparing such performance to that of prior periods and to the performance of our competitors. We use such measures when publicly providing our business outlook, assessing future earnings potential, evaluating potential acquisitions and dispositions and in our financial and operating decision-making process, including for compensation purposes.
Investors should recognize that these non-GAAP measures might not be comparable to similarly titled measures of other companies. These measures should be considered in addition and not as a substitute for
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or superior to, any measure of performance, cash flow or liquidity prepared in accordance with accounting principles generally accepted in the United States. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is included in this news release.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR's future performance, including the realization of cost reductions from restructuring activities. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. Important factors that could cause actual results to vary from expectations include, but are not limited to: our ability to respond to competitive developments and to grow our business, both domestically and internationally; changes in the cost, quality or supply of raw materials; our ability to comply with our debt obligations; our ability to successfully implement our acquisition, divesture or restructuring strategies, including our integration of the recently acquired Fluid Handling business; changes in industry standards or government regulations, both in the United States and internationally; and our ability to operate our manufacturing facilities at current or higher levels and respond to increases in manufacturing costs. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About CIRCOR International, Inc.
CIRCOR International, Inc. designs, manufactures and markets differentiated flow control products and sub-systems for Energy, Aerospace & Defense and Industrial customers. The Company has a diversified product portfolio of recognized, market-leading brands that fulfill its customers’ mission critical needs. The Company’s strategy is to grow organically and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attract and retain top talent. For more information, visit the Company’s investor relations website at http://investors.circor.com.
Contact:
Rajeev Bhalla
Executive Vice President & Chief Financial Officer
CIRCOR International (781) 270-1200
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CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF (LOSS) INCOME (in thousands, except per share data) UNAUDITED | |||||||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | ||||||||||||
Net revenues | $ | 205,578 | $ | 158,236 | $ | 661,710 | $ | 590,259 | |||||||
Cost of revenues | 146,362 | 109,139 | 460,890 | 407,144 | |||||||||||
GROSS PROFIT | 59,216 | 49,097 | 200,820 | 183,115 | |||||||||||
Selling, general and administrative expenses | 49,776 | 44,528 | 166,201 | 154,818 | |||||||||||
Impairment charges | — | — | — | 208 | |||||||||||
Special and restructuring charges, net | 14,495 | 8,006 | 14,051 | 17,171 | |||||||||||
OPERATING (LOSS) / INCOME | (5,055 | ) | (3,437 | ) | 20,568 | 10,918 | |||||||||
Other expense (income): | |||||||||||||||
Interest expense, net | 4,479 | 1,468 | 10,777 | 3,310 | |||||||||||
Other expense (income), net | 1,655 | (1,157 | ) | 3,678 | (2,072 | ) | |||||||||
TOTAL OTHER EXPENSE, NET | 6,134 | 311 | 14,455 | 1,238 | |||||||||||
(LOSS) / INCOME BEFORE INCOME TAXES | (11,189 | ) | (3,748 | ) | 6,113 | 9,680 | |||||||||
(Benefit from) Provision for income taxes | (5,619 | ) | (1,746 | ) | (5,676 | ) | (421 | ) | |||||||
NET (LOSS) / INCOME | $ | (5,570 | ) | $ | (2,002 | ) | $ | 11,789 | $ | 10,101 | |||||
(Loss) Earnings per common share: | |||||||||||||||
Basic | $ | (0.32 | ) | $ | (0.12 | ) | $ | 0.71 | $ | 0.62 | |||||
Diluted | $ | (0.32 | ) | $ | (0.12 | ) | $ | 0.70 | $ | 0.61 | |||||
Weighted average number of common shares outstanding: | |||||||||||||||
Basic | 17,233 | 16,439 | 16,674 | 16,418 | |||||||||||
Diluted | 17,233 | 16,439 | 16,849 | 16,536 | |||||||||||
Dividends declared per common share | $ | 0.0375 | $ | 0.0375 | $ | 0.1500 | $ | 0.1500 | |||||||
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CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) UNAUDITED | |||||||
Twelve Months Ended | |||||||
OPERATING ACTIVITIES | December 31, 2017 | December 31, 2016 | |||||
Net income | $ | 11,789 | $ | 10,101 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation | 15,290 | 13,304 | |||||
Amortization | 14,747 | 12,316 | |||||
Provision for bad debt expense | 810 | 2,330 | |||||
Loss on write down of inventory | 7,337 | 9,297 | |||||
Compensation expense of share-based plans | 3,807 | 5,545 | |||||
Debt extinguishment | 1,810 | — | |||||
Change in fair value of contingent consideration | (12,200 | ) | — | ||||
Interest amortization | 759 | — | |||||
Tax effect of share-based plan compensation | — | 145 | |||||
Pension settlement charge | — | 4,457 | |||||
Deferred income tax expense | (7,908 | ) | (10,737 | ) | |||
Loss on sale of property, plant and equipment | 360 | 3,708 | |||||
Impairment charges | — | 208 | |||||
Loss on sale of business | 5,300 | — | |||||
Changes in operating assets and liabilities, net of effects of acquisition and disposition: | |||||||
Trade accounts receivable | (5,734 | ) | 18,536 | ||||
Inventories | (19,494 | ) | 36,092 | ||||
Prepaid expenses and other assets | (8,578 | ) | 2,454 | ||||
Accounts payable, accrued expenses and other liabilities | 1,542 | (48,357 | ) | ||||
Net cash provided by operating activities | 9,637 | 59,399 | |||||
INVESTING ACTIVITIES | |||||||
Purchases of property, plant and equipment | (14,541 | ) | (14,692 | ) | |||
Proceeds from the sale of property, plant and equipment | 934 | 1,700 | |||||
Business acquisition and working capital adjustment | (488,517 | ) | (197,489 | ) | |||
Net cash used in investing activities | (502,124 | ) | (210,481 | ) | |||
FINANCING ACTIVITIES | |||||||
Proceeds from long-term debt | 1,090,883 | 323,200 | |||||
Payments of long-term debt | (523,183 | ) | (162,540 | ) | |||
Debt issuance costs | (30,366 | ) | — | ||||
Dividends paid | (2,506 | ) | (2,497 | ) | |||
Proceeds from the exercise of stock options | 740 | 246 | |||||
Tax effect of share-based plan compensation | — | (145 | ) | ||||
Purchase of common stock | — | 500 | |||||
Net cash provided by financing activities | 535,568 | 158,764 | |||||
Effect of exchange rate changes on cash and cash equivalents | 8,996 | (3,944 | ) | ||||
INCREASE IN CASH AND CASH EQUIVALENTS | 52,077 | 3,738 | |||||
Cash and cash equivalents at beginning of period | 58,279 | 54,541 | |||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 110,356 | $ | 58,279 | |||
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CIRCOR INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (in thousands) UNAUDITED | |||||||
December 31, 2017 | December 31, 2016 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 110,356 | $ | 58,279 | |||
Trade accounts receivable, less allowance for doubtful accounts of $4,791 and $5,056, respectively | 223,922 | 133,046 | |||||
Inventories | 244,896 | 149,584 | |||||
Prepaid expenses and other current assets | 59,219 | 29,557 | |||||
Total Current Assets | 638,393 | 370,466 | |||||
PROPERTY, PLANT AND EQUIPMENT, NET | 217,539 | 99,713 | |||||
OTHER ASSETS: | |||||||
Goodwill | 505,762 | 206,659 | |||||
Intangibles, net | 513,364 | 135,778 | |||||
Deferred income taxes | 22,334 | 4,824 | |||||
Other assets | 9,407 | 3,317 | |||||
TOTAL ASSETS | $ | 1,906,799 | $ | 820,757 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Accounts payable | $ | 117,329 | $ | 46,767 | |||
Accrued expenses and other current liabilities | 170,454 | 50,707 | |||||
Accrued compensation and benefits | 34,734 | 20,249 | |||||
Total Current Liabilities | 322,517 | 117,723 | |||||
LONG-TERM DEBT | 787,343 | 251,200 | |||||
DEFERRED INCOME TAXES | 26,122 | 13,657 | |||||
PENSION LIABILITY, NET | 150,719 | 13,131 | |||||
OTHER NON-CURRENT LIABILITIES | 18,124 | 20,635 | |||||
SHAREHOLDERS’ EQUITY: | |||||||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
Common stock | 212 | 178 | |||||
Additional paid-in capital | 438,721 | 289,423 | |||||
Retained earnings | 274,243 | 265,543 | |||||
Common treasury stock, at cost | (74,472 | ) | (74,472 | ) | |||
Accumulated other comprehensive loss, net of tax | (36,730 | ) | (76,262 | ) | |||
Total Shareholders’ Equity | 601,974 | 404,410 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,906,799 | $ | 820,756 | |||
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CIRCOR INTERNATIONAL, INC. SUMMARY OF ORDERS AND BACKLOG (in millions) UNAUDITED | |||||||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, 2017 | December 31, 2016 | December 31, 2017 | December 31, 2016 | ||||||||||||
ORDERS (1) | |||||||||||||||
Energy | $ | 118.7 | $ | 85.2 | $ | 389.4 | $ | 270.5 | |||||||
Advanced Flow Solutions | 73.5 | 57.1 | 287.9 | 255.2 | |||||||||||
Fluid Handling | 24.3 | — | 24.3 | — | |||||||||||
Total orders | $ | 216.5 | $ | 142.3 | $ | 701.6 | $ | 525.7 | |||||||
BACKLOG (2) | December 31, 2017 | December 31, 2016 | |||||||||||||
Energy | $ | 170.8 | $ | 123.1 | |||||||||||
Advanced Flow Solutions | 133.3 | 119.3 | |||||||||||||
Fluid Handling | 196.3 | — | |||||||||||||
Total backlog | $ | 500.4 | $ | 242.4 | |||||||||||
Note 1: Orders do not include the foreign exchange impact due to the re-measurement of customer order backlog amounts denominated in foreign currencies. Fluid Handling orders are for the period December 11, 2017 to December 31, 2017. | |||||||||||||||
Note 2: Backlog includes unshipped customer orders for which revenue has not been recognized, including backlog associated with acquisitions. | |||||||||||||||
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CIRCOR INTERNATIONAL, INC. SEGMENT INFORMATION (in thousands, except percentages) UNAUDITED | ||||||||||||||||||||||||||||||
2016 | 2017 | |||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||
NET REVENUES | ||||||||||||||||||||||||||||||
Energy | $ | 83,409 | $ | 80,736 | $ | 68,901 | $ | 89,000 | $ | 322,046 | $ | 80,135 | $ | 82,586 | $ | 92,613 | $ | 92,244 | $ | 347,578 | ||||||||||
Advanced Flow Solutions | 67,389 | 65,656 | 65,932 | 69,236 | 268,213 | 65,073 | 68,645 | 67,080 | $ | 76,839 | 277,637 | |||||||||||||||||||
Fluid Handling | — | — | — | — | — | — | — | — | 36,495 | 36,495 | ||||||||||||||||||||
Total | $ | 150,798 | $ | 146,392 | $ | 134,833 | $ | 158,236 | $ | 590,259 | $ | 145,208 | $ | 151,231 | $ | 159,693 | $ | 205,578 | $ | 661,710 | ||||||||||
SEGMENT OPERATING INCOME | ||||||||||||||||||||||||||||||
Energy | $ | 9,296 | $ | 9,293 | $ | 6,755 | $ | 9,276 | $ | 34,619 | $ | 6,864 | $ | 8,858 | $ | 7,397 | $ | 7,629 | $ | 30,748 | ||||||||||
Advanced Flow Solutions | 8,452 | 8,064 | 8,008 | 8,939 | 33,463 | 7,711 | 8,587 | 9,548 | 11,384 | 37,230 | ||||||||||||||||||||
Fluid Handling | — | — | — | — | — | — | — | — | 5,460 | 5,460 | ||||||||||||||||||||
Corporate expenses | (6,488 | ) | (5,431 | ) | (6,522 | ) | (7,231 | ) | (25,672 | ) | (5,479 | ) | (5,396 | ) | (5,067 | ) | (5,802 | ) | (21,744 | ) | ||||||||||
Adjusted Operating Income | $ | 11,260 | $ | 11,926 | $ | 8,240 | $ | 10,984 | $ | 42,410 | $ | 9,096 | $ | 12,049 | $ | 11,878 | $ | 18,671 | $ | 51,694 | ||||||||||
SEGMENT OPERATING MARGIN % | ||||||||||||||||||||||||||||||
Energy | 11.1 | % | 11.5 | % | 9.8 | % | 10.4 | % | 10.7 | % | 8.6 | % | 10.7 | % | 8.0 | % | 8.3 | % | 8.8 | % | ||||||||||
Advanced Flow Solutions | 12.5 | % | 12.3 | % | 12.1 | % | 12.9 | % | 12.5 | % | 11.8 | % | 12.5 | % | 14.2 | % | 14.8 | % | 13.4 | % | ||||||||||
Fluid Handling | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | 15.0 | % | 15.0 | % | ||||||||||
Adjusted Operating Margin | 7.5 | % | 8.1 | % | 6.1 | % | 6.9 | % | 7.2 | % | 6.3 | % | 8.0 | % | 7.4 | % | 9.1 | % | 7.8 | % | ||||||||||
9
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except percentages) UNAUDITED | ||||||||||||||||||||||||||||||
2016 | 2017 | |||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | 7,654 | $ | 10,100 | $ | 21,196 | $ | 20,449 | $ | 59,399 | $ | 16,195 | $ | 2,667 | $ | (16,854 | ) | $ | 7,629 | $ | 9,637 | |||||||||
LESS: | ||||||||||||||||||||||||||||||
Capital expenditures, net of sale proceeds | 3,934 | 1,926 | 3,730 | 3,402 | 12,992 | 2,811 | 2,375 | 2,318 | 6,103 | 13,607 | ||||||||||||||||||||
FREE CASH FLOW | $ | 3,720 | $ | 8,174 | $ | 17,466 | $ | 17,047 | $ | 46,407 | $ | 13,384 | $ | 292 | $ | (19,172 | ) | $ | 1,526 | $ | (3,970 | ) | ||||||||
TOTAL DEBT | $ | 97,800 | $ | 97,600 | $ | 92,400 | $ | 251,200 | $ | 251,200 | $ | 243,000 | $ | 252,856 | $ | 269,026 | $ | 795,208 | $ | 795,208 | ||||||||||
LESS: | ||||||||||||||||||||||||||||||
Cash & cash equivalents | 66,580 | 72,970 | 84,929 | 58,279 | 58,279 | 65,656 | 77,272 | 75,627 | 110,356 | 110,356 | ||||||||||||||||||||
NET DEBT | $ | 31,220 | $ | 24,630 | $ | 7,471 | $ | 192,921 | $ | 192,921 | $ | 177,344 | $ | 175,584 | $ | 193,399 | $ | 684,852 | $ | 684,852 | ||||||||||
TOTAL SHAREHOLDERS' EQUITY | $ | 414,107 | $ | 411,367 | $ | 416,598 | $ | 404,410 | $ | 404,410 | $ | 415,537 | $ | 438,097 | $ | 451,885 | $ | 601,974 | $ | 601,974 | ||||||||||
TOTAL DEBT AS % OF EQUITY | 24 | % | 24 | % | 22 | % | 62 | % | 62 | % | 58 | % | 58 | % | 60 | % | 132 | % | 132 | % | ||||||||||
NET DEBT AS % OF EQUITY | 8 | % | 6 | % | 2 | % | 48 | % | 48 | % | 43 | % | 40 | % | 43 | % | 114 | % | 114 | % | ||||||||||
10
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except per share data) UNAUDITED | ||||||||||||||||||||||||||||||
2016 | 2017 | |||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||
NET INCOME (LOSS) | $ | 3,872 | $ | 3,813 | $ | 4,418 | $ | (2,002 | ) | $ | 10,101 | $ | 4,773 | $ | 8,970 | $ | 3,617 | $ | (5,571 | ) | $ | 11,789 | ||||||||
LESS: | ||||||||||||||||||||||||||||||
Restructuring related inventory charges | 1,958 | 75 | — | 813 | 2,846 | — | — | — | — | — | ||||||||||||||||||||
Amortization of inventory step-up | — | — | — | 1,366 | 1,366 | — | — | — | 4,300 | 4,300 | ||||||||||||||||||||
Impairment charges | — | — | 208 | — | 208 | — | — | — | — | — | ||||||||||||||||||||
Restructuring charges, net | 1,163 | 3,259 | 2,252 | 2,301 | 8,975 | 1,458 | 3,566 | 341 | 697 | 6,062 | ||||||||||||||||||||
Acquisition amortization | 1,868 | 1,911 | 1,888 | 4,234 | 9,901 | 2,552 | 2,599 | 2,694 | 4,697 | 12,542 | ||||||||||||||||||||
Acquisition depreciation | — | — | — | — | — | — | — | — | 233 | 233 | ||||||||||||||||||||
Special charges (recoveries), net | 776 | 1,334 | 379 | 5,707 | 8,196 | (2,268 | ) | (5,520 | ) | 1,978 | 13,799 | 7,989 | ||||||||||||||||||
Income tax impact | (954 | ) | (1,611 | ) | (1,519 | ) | (4,487 | ) | (8,571 | ) | (1,137 | ) | (3,124 | ) | (1,497 | ) | (8,279 | ) | (14,037 | ) | ||||||||||
ADJUSTED NET INCOME | $ | 8,683 | $ | 8,781 | $ | 7,626 | $ | 7,932 | $ | 33,022 | $ | 5,378 | $ | 6,491 | $ | 7,133 | $ | 9,876 | $ | 28,878 | ||||||||||
EARNINGS (LOSS) PER COMMON SHARE (Diluted) | $ | 0.23 | $ | 0.23 | $ | 0.27 | $ | (0.12 | ) | $ | 0.61 | $ | 0.29 | $ | 0.54 | $ | 0.22 | $ | (0.32 | ) | $ | 0.70 | ||||||||
LESS: | ||||||||||||||||||||||||||||||
Restructuring related inventory charges | 0.12 | — | — | 0.05 | 0.17 | — | — | — | — | — | ||||||||||||||||||||
Amortization of inventory step-up | — | — | — | 0.08 | 0.08 | — | — | — | 0.25 | 0.26 | ||||||||||||||||||||
Impairment charges | — | — | 0.01 | — | 0.01 | — | — | — | — | — | ||||||||||||||||||||
Restructuring charges, net | 0.07 | 0.20 | 0.14 | 0.14 | 0.54 | 0.09 | 0.21 | 0.02 | 0.04 | 0.36 | ||||||||||||||||||||
Acquisition amortization | 0.11 | 0.12 | 0.11 | 0.26 | 0.60 | 0.15 | 0.16 | 0.16 | 0.27 | 0.74 | ||||||||||||||||||||
Acquisition depreciation | — | — | — | — | — | — | — | — | 0.01 | 0.01 | ||||||||||||||||||||
Special charges (recoveries), net | 0.05 | 0.08 | 0.02 | 0.35 | 0.50 | (0.14 | ) | (0.33 | ) | 0.12 | 0.80 | 0.47 | ||||||||||||||||||
Income tax impact | (0.06 | ) | (0.10 | ) | (0.09 | ) | (0.27 | ) | (0.52 | ) | (0.07 | ) | (0.19 | ) | (0.09 | ) | (0.48 | ) | (0.83 | ) | ||||||||||
ADJUSTED EARNINGS PER SHARE (Diluted) | $ | 0.52 | $ | 0.53 | $ | 0.46 | $ | 0.48 | $ | 1.99 | $ | 0.32 | $ | 0.39 | $ | 0.43 | $ | 0.57 | $ | 1.71 | ||||||||||
11
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands) UNAUDITED | ||||||||||||||||||||||||||||||
2016 | 2017 | |||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||
NET INCOME (LOSS) | $ | 3,872 | $ | 3,813 | $ | 4,418 | $ | (2,002 | ) | $ | 10,101 | $ | 4,773 | $ | 8,970 | $ | 3,617 | $ | (5,571 | ) | $ | 11,789 | ||||||||
LESS: | ||||||||||||||||||||||||||||||
Interest expense, net | (631 | ) | (605 | ) | (605 | ) | (1,468 | ) | (3,310 | ) | (1,669 | ) | (2,184 | ) | (2,445 | ) | (4,479 | ) | (10,777 | ) | ||||||||||
Depreciation | (3,263 | ) | (3,213 | ) | (3,138 | ) | (3,690 | ) | (13,304 | ) | (3,798 | ) | (3,547 | ) | (3,544 | ) | (4,401 | ) | (15,290 | ) | ||||||||||
Amortization | (2,529 | ) | (2,569 | ) | (2,488 | ) | (4,730 | ) | (12,316 | ) | (3,092 | ) | (3,124 | ) | (3,275 | ) | (5,256 | ) | (14,747 | ) | ||||||||||
(Provision for) benefit from income taxes | (1,520 | ) | (1,478 | ) | 1,673 | 1,746 | 421 | (687 | ) | 724 | 21 | 5,618 | 5,676 | |||||||||||||||||
EBITDA | $ | 11,815 | $ | 11,678 | $ | 8,976 | $ | 6,140 | $ | 38,610 | $ | 14,019 | $ | 17,101 | $ | 12,860 | $ | 2,947 | $ | 46,927 | ||||||||||
LESS: | ||||||||||||||||||||||||||||||
Restructuring related inventory charges | (1,958 | ) | (75 | ) | — | (813 | ) | (2,846 | ) | — | — | — | — | — | ||||||||||||||||
Amortization of inventory step-up | — | — | — | (1,366 | ) | (1,366 | ) | — | — | — | (4,300 | ) | (4,300 | ) | ||||||||||||||||
Impairment charges | — | — | (208 | ) | — | (208 | ) | — | — | — | — | — | ||||||||||||||||||
Restructuring charges, net | (1,163 | ) | (3,259 | ) | (2,252 | ) | (2,301 | ) | (8,975 | ) | (1,458 | ) | (3,566 | ) | (341 | ) | (697 | ) | (6,062 | ) | ||||||||||
Special (charges) recoveries, net | (776 | ) | (1,334 | ) | (379 | ) | (5,707 | ) | (8,196 | ) | 2,268 | 5,520 | (1,978 | ) | (13,799 | ) | (7,989 | ) | ||||||||||||
ADJUSTED EBITDA | $ | 15,712 | $ | 16,346 | $ | 11,815 | $ | 16,327 | $ | 60,201 | $ | 13,209 | $ | 15,147 | $ | 15,179 | $ | 21,743 | $ | 65,278 | ||||||||||
12
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except percentages) UNAUDITED | ||||||||||||||||||||||||||||||
2016 | 2017 | |||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||
GAAP OPERATING INCOME (LOSS) | $ | 5,495 | $ | 5,347 | $ | 3,513 | $ | (3,437 | ) | $ | 10,918 | $ | 7,354 | $ | 11,404 | $ | 6,864 | $ | (5,054 | ) | $ | 20,568 | ||||||||
LESS: | ||||||||||||||||||||||||||||||
Restructuring related inventory charges | 1,958 | 75 | — | 813 | 2,846 | — | — | — | — | — | ||||||||||||||||||||
Amortization of inventory step-up | — | — | — | 1,366 | 1,366 | — | — | — | 4,300 | 4,300 | ||||||||||||||||||||
Impairment charges | — | — | 208 | — | 208 | — | — | — | — | — | ||||||||||||||||||||
Restructuring charges, net | 1,163 | 3,259 | 2,252 | 2,301 | 8,975 | 1,458 | 3,566 | 341 | 697 | 6,062 | ||||||||||||||||||||
Acquisition amortization | 1,868 | 1,911 | 1,888 | 4,234 | 9,901 | 2,552 | 2,599 | 2,694 | 4,697 | 12,542 | ||||||||||||||||||||
Acquisition depreciation | — | — | — | — | — | — | — | — | 233 | 233 | ||||||||||||||||||||
Special charges (recoveries), net | 776 | 1,334 | 379 | 5,707 | 8,196 | (2,268 | ) | (5,520 | ) | 1,978 | 13,799 | 7,989 | ||||||||||||||||||
ADJUSTED OPERATING INCOME | $ | 11,260 | $ | 11,926 | $ | 8,240 | $ | 10,984 | $ | 42,410 | $ | 9,096 | $ | 12,049 | $ | 11,877 | $ | 18,672 | $ | 51,694 | ||||||||||
GAAP OPERATING MARGIN | 3.6 | % | 3.7 | % | 2.6 | % | (2.2 | )% | 1.8 | % | 5.1 | % | 7.5 | % | 4.3 | % | (2.5 | )% | 3.1 | % | ||||||||||
LESS: | ||||||||||||||||||||||||||||||
Restructuring related inventory charges | 1.3 | % | 0.1 | % | —% | 0.5 | % | 0.5 | % | — | % | — | % | — | % | — | % | — | % | |||||||||||
Amortization of inventory step-up | —% | —% | —% | 0.9 | % | 0.2 | % | — | % | — | % | — | % | 2.1 | % | 0.6 | % | |||||||||||||
Impairment charges | —% | —% | 0.2 | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | ||||||||||||
Restructuring charges, net | 0.8 | % | 2.2 | % | 1.7 | % | 1.5 | % | 1.5 | % | 1.0 | % | 2.4 | % | 0.2 | % | 0.3 | % | 0.9 | % | ||||||||||
Acquisition amortization | 1.2 | % | 1.3 | % | 1.4 | % | 2.7 | % | 1.7 | % | 1.8 | % | 1.7 | % | 1.7 | % | 2.3 | % | 1.9 | % | ||||||||||
Acquisition depreciation | — | % | — | % | — | % | — | % | — | % | — | % | — | % | — | % | 0.1 | % | — | % | ||||||||||
Special charges (recoveries), net | 0.5 | % | 0.9 | % | 0.3 | % | 3.6 | % | 1.4 | % | (1.6 | )% | (3.7 | )% | 1.2 | % | 6.7 | % | 1.2 | % | ||||||||||
ADJUSTED OPERATING MARGIN | 7.5 | % | 8.1 | % | 6.1 | % | 6.9 | % | 7.2 | % | 6.3 | % | 8.0 | % | 7.4 | % | 9.1 | % | 7.8 | % | ||||||||||
13
EXHIBIT 99.2
Exhibit 99.3
CIRCOR Updates Q4 2017 Guidance Range Ahead of Gabelli Conference Presentation
Company expects revenue of $167 million to $170 million and adjusted earnings per share of $0.48 to $0.51
BURLINGTON, Mass.--(BUSINESS WIRE)--Feb. 22, 2018-- CIRCOR International, Inc. (NYSE: CIR) today updated its Q4 2017 adjusted EPS and revenue guidance ahead of its presentation at Gabelli & Company’s Pump, Valve & Water Systems Symposium. CIRCORoriginally provided fourth-quarter guidance during its third-quarter 2017 earnings call on October 27.
The Company now forecasts Q4 2017 revenue in the range of $167 million to $170 million (compared with a previous range of $155 million to $175 million) and adjusted earnings per share of $0.48 to $0.51 (compared with a prior range of $0.35 to $0.55 per share). This updated guidance and the prior guidance ranges for revenue and adjusted earnings per share exclude any transaction and financing costs related to CIRCOR’s acquisition of the Fluid Handling business from Colfax Corporation, and also exclude the results of operations from the acquisition for the period December 11, 2017 to December 31, 2017. The transaction was closed on December 11, 2017. Adjusted EPS excludes any restructuring and special charges.
Gabelli Symposium Webcast
CIRCOR President and Chief Executive Officer Scott Buckhout will participate in an analyst-hosted discussion at the Gabelli Symposium. The discussion and presentation will be webcast live at 8:30 a.m. ET today. A link to the webcast can be found on the “Webcasts & Presentations” section of the Company’s investor relations website at http://investors.circor.com. An archive of the event will be available for approximately 90 days.
CIRCOR plans to announce its fourth-quarter and full-year 2017 results on Wednesday, February 28, 2018.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but not limited to, those relating to CIRCOR’s revenue and adjusted EPS expectations for the fourth quarter of 2017 and the Fluid Handling acquisition. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
About CIRCOR International, Inc.
CIRCOR International, Inc. designs, manufactures and markets differentiated technology flow control products and sub-systems for markets including oil & gas, industrial, aerospace & defense and commercial marine. CIRCOR has a diversified flow and motion control product portfolio with recognized,
market-leading brands that fulfill its customers’ mission critical needs. The Company’s strategy is to grow organically and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attract and retain top talent. For more information, visit the Company’s investor relations website at http://investors.circor.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180222005705/en/
Source: CIRCOR International, Inc.
CIRCOR International, Inc.
Rajeev Bhalla, 781-270-1210
Executive Vice President and Chief Financial Officer