Correction to Press Release Guidance true0001091883 0001091883 2019-11-06 2019-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 6, 2019

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-14962			04-3477276
(State or other jurisdiction of incorporation or organization)		(Commission File Number)			(I.R.S. Employer Identification No.)
30 CORPORATE DRIVE, SUITE 200
Burlington,	MA				01803-4238
(Address of principal executive offices and Zip Code)					(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:

 

☐    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))

 

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		CIR		New York Stock Exchange

 

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

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for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

EXPLANATORY NOTE

On November 6, 2019, CIRCOR International, Inc. (the "Company") issued a news release which contained the following typographical errors; in the section labeled "Fourth-Quarter 2019 Guidance", the first sentence should read: "...in the range of $235 million to $248 million..." (instead of...in the range of $238 million to $248 million...). The second sentence of the same section should read: "...in the range of $0.76 to $0.88 per share." (instead of $0.78 to $0.88 per share). We issued a corrected copy of the news release which is furnished as Exhibit 99.1 to this Form 8-K/A.  

       

Item 2.02 Results of Operations and Financial Condition

On November 6, 2019, the Company issued a corrected news release announcing its third quarter 2019 results.  A copy of the corrected release is attached to this Form 8-K/A as Exhibit 99.1 and is incorporated by reference herein in its entirety.

The information in this item, including the corrected Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.

Item 9.01    Financial Statements and Exhibits. 

(d)	Exhibits.

Exhibit No.	Description
99.1	Press Release regarding Earnings (as corrected)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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.

	CIRCOR INTERNATIONAL, INC.
November 6, 2019	/s/ Chadi Chahine
	Chadi Chahine
	Senior Vice President and Chief Financial Officer

•	Results including Distributed Valves (consistent with guidance)

◦	Revenue of $252 million

◦	Adjusted Earnings per Share of $0.48

•	Results from continuing operations excluding divestitures

◦	Revenue of $237 million

◦	Preliminary GAAP Loss per Share of ($1.05)

◦	Adjusted Earnings per Share of $0.63

◦	Preliminary GAAP operating margin of (1.0)%

◦	Adjusted Operating Margin of 11.0% (excluding divestitures)

•	Completed divestiture of non-core Engineered Valves

•	Completed divestiture of non-core Spence and Nicholson Product lines for ~$85M

•	Announced intention to exit non-core Distributed Valves now classified as discontinued operations

•	Debt Paydown of $89 million in the quarter; $148 million YTD

•	On track to deliver 2019 and 2020 targets communicated in 18-month plan

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1.

Orders and revenue excluding divested businesses are non-GAAP measures and are calculated by subtracting the orders and revenues generated by the divested businesses during the periods prior to their divestiture from the reported orders and revenues. Divested businesses include Reliability Services (Energy), Spence/Nicholson (Industrial), and Delden (Industrial), which were sold before September 29, 2019.

2.

Adjusted Consolidated and Segment Results for Q3 2019 exclude a loss from discontinued operations of $84.7 million and a net gain from non-cash acquisition-related intangible amortization, special and restructuring charges totaling $18.8 million ($13.9 million, net of tax). These charges include: (i) $12.3 million charge for non-cash acquisition-related intangible amortization and depreciation expense; (ii) $4.0 million of professional fees associated with an unsolicited tender offer to acquire all outstanding shares of the Company’s common stock; (iii) $6.7 million for restructuring-related programs across Industrial, Energy and Corporate; (iv) $4.6 million net loss associated with the sale of businesses; and (v) $0.3 million of other special and restructuring charges. Adjusted Consolidated and Segment Results for Q3 2018 exclude a loss from discontinued operations of $2.9 million and non-cash acquisition-related intangible amortization, special and restructuring charges totaling $16.5 million ($14.7 million, net of tax). These charges include: (i) $13.5 million-charge for non-cash acquisition-related intangible amortization expense and amortization of the step-up in fixed asset values and (ii) $3.0 million of other special and restructuring charges.

3.	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.

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•	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.

•	We exclude the results of discontinued operations.

•	Due to the significance of recently sold businesses and to provide a comparison of changes in our orders and revenue, we also discuss these changes on an “organic” basis. Organic is calculated assuming the divestitures completed prior to September 29, 2019 were completed on January 1, 2018 and excluding the impact of changes in foreign currency exchange rates.

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