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):March 15, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| | ||||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
On March 15, 2023, CIRCOR International, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 of Form 8-K and the Exhibits 99.1 and 99.2 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.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(d) On March 13, 2023, the Board of Directors (the “Board”) of the Company elected Tony Najjar to the Board, effective March 20, 2023, filling a vacant Board seat. Mr. Najjar has served as the Company’s President and Chief Executive Officer since August 10, 2022, after serving as Chief Operating Officer and Interim President and Chief Executive Officer effective January 19, 2022. He previously served as the President, Aerospace and Defense Group beginning in February 2018, Vice President, Aerospace and Defense in the Advance Flow Solutions Group from October 2016 to February 2018, and Vice President, Sales & Marketing, Aerospace and Defense Group, from April 2015 to October 2016.
There are no family relationships between Mr. Najjar and any director or executive officer of the Company, and there are no relationships or related transactions between Mr. Najjar and the Company that would be required to be reported. There are no arrangements or understandings between Mr. Najjar and any other persons pursuant to which Mr. Najjar was elected as a director, and there were no compensation arrangements entered into in connection with his appointment as a director.
Item 7.01.
Presentation slides discussing the Company's quarterly and annual operating results are attached to this Current Report on Form 8-K, as Exhibit 99.2, and are incorporated herein by reference. The information in this Item 7.01 of Form 8-K and the attached Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
| CIRCOR Reports Financial Results for Fiscal Year Ended December 31, 2022 | |||||
| Fourth Quarter 2022 Investor Presentation | |||||
| 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) | ||||
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. | |||||
March 15, 2023 | /s/ Jessica W. Wenzell | ||||
Jessica W. Wenzell | |||||
General Counsel & Chief People Officer | |||||
Exhibit 99.1
CIRCOR Reports Financial Results for Fourth Quarter and Year Ended December 31, 2022
•Q4 GAAP EPS of $0.27, Up 119% YoY; Adjusted EPS of $0.77, Up 67% YoY
•Q4 GAAP Operating Income of $20.2 Million, Up 206% YoY; Adjusted Operating Income of $33.2 Million, Up 62% YoY
•Q4 Orders up 13% Reported and 19% Organically YoY
•President and CEO Tony Najjar Appointed to Board of Directors
•Progressing with Review of Strategic Alternatives
Burlington, Mass., March 15, 2023
CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR” or “the Company”), one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets, today announced financial results for the fourth quarter and year ended December 31, 2022.
Q4 2022 Overview (compared with Q4 2021):
•Revenue of $215 million up 5% reported and 11% organically
▪Aerospace & Defense revenue of $80 million, up 14% reported and 18% organically
▪Industrial revenue of $135 million, flat reported and up 7% organically
•Orders of $249 million, up 13% and 19% organically
▪Aerospace & Defense orders of $71 million, down 4% and 1% organically
▪Industrial orders of $178 million, up 22% and 29% organically
•GAAP operating income of $20.2 million, up 206%
•GAAP operating margin of 9.4%, up 1860 bps
•Adjusted operating income $33.2 million, up 62%
•Adjusted operating margin of 15.5%, up 550 bps
FY 2022 Overview (compared with FY 2021):
•Revenue of $787 million up 4% reported and 9% organically
▪Aerospace & Defense revenue of $283 million, up 12% reported and 15% organically
▪Industrial revenue of $504 million, flat reported and up 7% organically
•Orders of $907 million, up 7% and 12% organically
▪Aerospace & Defense orders of $308 million, up 21% and 24% organically
▪Industrial orders of $599 million, up 1% and 7% organically
•Backlog of $543 million at December 31, up 22% driven by strong demand in both Aerospace & Defense and Industrial segments
•GAAP operating income of $62.8 million, up 314%
•GAAP operating margin of 8.0%, up 1190 bps
•Adjusted operating income $87.5 million, up 61%
•Adjusted operating margin of 11.1%, up 390 bps
President and CEO Tony Najjar said, “Our strong fourth-quarter performance capped a solid year for CIRCOR, reflecting disciplined strategic execution by our entire team. For the fourth quarter, organic orders increased 19% driven by our Industrial segment, which benefited from aftermarket growth in core Industrial and a positive downstream market. For the full year 2022, we delivered 12% organic orders growth driven by aftermarket strength in both segments, commercial aerospace recovery, new products for defense and hydrogen applications, downstream, and value pricing. Our backlog at year end was up 22% to a record $543 million.”
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Mr. Najjar continued, “Our value pricing initiatives and simplification actions continued to serve as growth and margin expansion levers during the quarter. We delivered a 62% increase in adjusted operating income and a 550 basis-point improvement in adjusted operating margin during Q4, more than offsetting the ongoing effects of inflation and supply chain constraints. The Q4 results represent another step change in margin performance for CIRCOR driven by the significant margin expansion in our Industrial segment and continued strong performance in our A&D segment. With the actions taken, and continued operating discipline and focus on our customers, we believe that we have positioned both segments to deliver sustained growth and shareholder value.”
Board Appointment
President and CEO Tony Najjar was appointed to the Company’s Board of Directors effective March 20, 2023. He is the seventh member of the Board, which includes six independent directors.
Strategic Review
Related to the Company’s previously announced review of strategic alternatives, CIRCOR’s Board of Directors, supported by external advisors and the management team, continues to progress with the review. Through its external advisors, the Board is in dialogue with a number of parties that have expressed interest in acquiring all or parts of the Company. The Company has not set a timetable for completion of the review, may suspend or terminate the review at any time and does not intend to make further announcements regarding the process unless and until the Board of Directors approves a course of action for which further disclosure is required or appropriate. The exploration of strategic alternatives may not result in any transaction or strategic change.
Conference Call Information
CIRCOR International will hold a conference call to review its fourth-quarter and full-year 2022 financial results at 9:00 a.m. ET today, March 15, 2023. The call may also include discussion of Company developments, and forward-looking and other material information about business and financial matters. To listen to the live conference call and view the accompanying presentation slides, please visit “Webcasts & Presentations” in the “Investors” portion of CIRCOR’s website. https://investors.circor.com/. The live call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. Participants are encouraged to dial in to the call at least 15 minutes prior to the start time. The webcast will be archived on the Company’s website for one year.
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Selected Consolidated Results
(unaudited)
| ($ millions except EPS) | Q4 2022 | Q4 2021 | Change | FY 2022 | FY 2021 | Change | ||||||||||||||||||||||||||||||||
Revenue1 | $ | 214.5 | $ | 204.9 | 5 | % | $ | 786.9 | $ | 758.7 | 4 | % | ||||||||||||||||||||||||||
| GAAP operating income (loss) | 20.2 | (19.0) | 206 | % | 62.8 | (29.3) | 314 | % | ||||||||||||||||||||||||||||||
Adjusted operating income2 | 33.2 | 20.5 | 62 | % | 87.5 | 54.3 | 61 | % | ||||||||||||||||||||||||||||||
| GAAP operating margin | 9.4 | % | (9.2) | % | 1860 bps | 8.0 | % | (3.9) | % | 1190 bps | ||||||||||||||||||||||||||||
Adjusted operating margin3 | 15.5 | % | 10.0 | % | 550 bps | 11.1 | % | 7.2 | % | 390 bps | ||||||||||||||||||||||||||||
| GAAP income (loss) per share | $ | 0.27 | $ | (1.40) | 119 | % | $ | 0.95 | $ | (3.05) | 131 | % | ||||||||||||||||||||||||||
Adjusted earnings per share (diluted)4 | $ | 0.77 | $ | 0.46 | 67 | % | $ | 1.83 | $ | 1.03 | 78 | % | ||||||||||||||||||||||||||
| Operating cash flow | 28.5 | 10.6 | 169 | % | (0.8) | 10.4 | -108 | % | ||||||||||||||||||||||||||||||
Adjusted free cash flow5 | 19.8 | 6.4 | 209 | % | (22.7) | (4.3) | -428 | % | ||||||||||||||||||||||||||||||
Orders6 | $ | 248.9 | $ | 220.0 | 13 | % | $ | 907.2 | $ | 850.6 | 7 | % | ||||||||||||||||||||||||||
Segment Results
(unaudited)
| ($ in millions) | Q4 2022 | Q4 2021 | Change | FY 2022 | FY 2021 | Change | ||||||||||||||||||||||||||||||||
| Aerospace & Defense | ||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 79.9 | $ | 70.0 | 14 | % | $ | 282.7 | $ | 252.5 | 12 | % | ||||||||||||||||||||||||||
| Segment operating income | 21.8 | 18.4 | 18 | % | 63.6 | 56.1 | 13 | % | ||||||||||||||||||||||||||||||
| Segment operating margin | 27.3 | % | 26.3 | % | 100 bps | 22.5 | % | 22.2 | % | 30 bps | ||||||||||||||||||||||||||||
Orders6 | $ | 70.8 | $ | 73.9 | (4) | % | $ | 308.2 | $ | 255.2 | 21 | % | ||||||||||||||||||||||||||
| Industrial | ||||||||||||||||||||||||||||||||||||||
Revenue1 | $ | 134.7 | $ | 134.9 | — | % | $ | 504.2 | $ | 506.1 | — | % | ||||||||||||||||||||||||||
Segment operating income2 | 18.2 | 8.7 | 109 | % | 49.3 | 28.9 | 71 | % | ||||||||||||||||||||||||||||||
Segment operating margin3 | 13.5 | % | 6.4 | % | 710 bps | 9.8 | % | 5.7 | % | 410 bps | ||||||||||||||||||||||||||||
Orders6 | $ | 178.1 | $ | 146.1 | 22 | % | $ | 599.0 | $ | 595.4 | 1 | % | ||||||||||||||||||||||||||
1. Consolidated and Industrial segment revenues for Q4 2022 and Q4 2021 included $0.0 million and $5.2 million, respectively, relating to our Pipeline Engineering business.
2. Adjusted operating income is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Adjusted operating income and Industrial segment operating income for the Q4, 2022 and Q4 2021 included $0.0 million and $(3.2) million, respectively, relating to our Pipeline Engineering business.
3. Adjusted operating margin is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Adjusted operating margin for Q4 2022 and Q4 2021 included (61)% and 236%, respectively, relating to our Pipeline Engineering business.
4. Adjusted earnings per share (diluted) is a non-GAAP financial measure. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Adjusted earnings per share and our segment results for Q4 2022 exclude net loss from non-cash acquisition-related intangible amortization and special and restructuring charges of $13.1 million, consisting of (i) $9.6 million for non-cash acquisition-related intangible amortization and depreciation expense; (ii) $0.5 million of costs due to the investigation into the accounting irregularities of our Pipeline Engineering business and incremental professional services incurred due to the restatement; (iii) $1.8 million of special charges related to the evaluation of strategic alternatives for the Company; (iv) incremental loss allowance related to a contract assumed as part of the Fluid Handling acquisition of $0.5 million ; and (v) other special and restructuring charges net of $0.7 million. Adjusted consolidated and segment results for Q4 2021 exclude net income from discontinued operations and net loss from non-cash acquisition-related intangible amortization, special and restructuring charges, and goodwill impairment charge totaling $39.4 million. These charges include: (i) $11.8 million for non-cash acquisition-related intangible amortization and depreciation expense; (ii) $8.7 million of costs related to debt refinancing; (iii) $7.9 million related to incremental loss allowance for a receivable, contract asset and sub-contractor claims for a contract assumed as part of the Fluid Handling acquisition; (iv) $0.5 million other special and restructuring recoveries; and (v) $10.5 million goodwill impairment charge related to our Industrial segment.
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5. Adjusted free cash flow, a non-GAAP financial measure, is calculated by subtracting GAAP capital expenditures, net of proceeds from asset sales, from GAAP operating cash flow. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release. Refer to “Use of Non-GAAP Financial Measures” for an explanation of our non-GAAP financial measures and to the reconciliations included in this press release.
6. Orders, an operating measure, is defined as a legally binding agreement from an authorized individual at a customer requesting CIRCOR to provide goods and/or services at a fixed or determinable price and CIRCOR is capable of providing such goods and services, when the terms and conditions are firm enough to assure subsequent payment by the customer. Consolidated and Industrial segment orders for Q4 2022 and Q4 2021 included $0.0 million and $7.1 million, respectively, relating to our Pipeline Engineering business.
Use of Non-GAAP Financial Measures
In this press release, the Company uses the non-GAAP financial measures organic revenue, adjusted net income, adjusted EBITDA, adjusted operating income, adjusted operating margin, adjusted earnings per share, adjusted free cash flow, gross debt, net of cash and net debt1. Non-GAAP financial measures are used by management in our financial and operating decision making because we believe they reflect our ongoing business and facilitate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating CIRCOR’s current operating performance and future prospects in the same manner as management does if they so choose. These non-GAAP financial measures can also assist investors and others in comparing CIRCOR’s current financial results with CIRCOR’s past financial results in a consistent manner.
We exclude costs and tax effects associated with special and restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to special and 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 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. We exclude goodwill impairment charges. We exclude these costs because we do not believe they are indicative of our normal operating costs.
Due to the significance of recently sold or exited businesses and to provide a comparison of changes in our revenue and orders (an operating measure), we also discuss these changes on an “organic” basis. Organic is calculated assuming the divestitures and/or exited businesses completed prior to December 31, 2022 were completed on January 1, 2021 and excluding the impact of changes in foreign currency exchange rates.
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. 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.
1 See comment to investor presentation regarding consistency in use of terms "net debt" vs. "gross debt, net of cash"
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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 the non-GAAP financial measures to the most directly comparable GAAP measures is included in this news release.
About CIRCOR International, Inc.
CIRCOR International is one of the world’s leading providers of mission critical flow control products and services for the Industrial and Aerospace & Defense markets. The Company has a product portfolio of market-leading brands serving its customers’ most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 100 countries. The Company has a global presence with approximately 3,060 employees and is headquartered in Burlington, Massachusetts. For more information, visit the Company’s investor relations website at http://investors.circor.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including with respect to the Company’s expectations for its performance in 2023 or relating to the Company’s strategic review are forward-looking statements. Actual results may differ materially from the expectations the Company describes in its forward-looking statements. Substantial 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. Important factors that could cause actual results to differ materially from expectations include, but are not limited to the inability to achieve expected results in pricing and cost out actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the timing and outcome, if any, of the Company’s strategic alternatives review; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and the risks detailed from time to time in the Company’s periodic reports filed with the SEC. The Company has provided additional information about the risks facing the business in its annual report on Form 10-K and subsequent periodic and current reports most recently filed with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contact:
Scott Solomon
Senior Vice President
Sharon Merrill Associates, Inc.
(857) 383-2409
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CIRCOR INTERNATIONAL, INC
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data) (unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Net revenues | $ | 214,527 | $ | 204,917 | $ | 786,919 | $ | 758,667 | |||||||||||||||
| Cost of revenues | 138,172 | 140,348 | 529,832 | 528,291 | |||||||||||||||||||
| Gross profit | 76,355 | 64,569 | 257,087 | 230,376 | |||||||||||||||||||
| Selling, general and administrative expenses | 52,777 | 55,556 | 213,294 | 224,927 | |||||||||||||||||||
| Goodwill Impairment charges | — | 10,500 | — | 10,500 | |||||||||||||||||||
| Special and restructuring charges (recoveries), net | 3,417 | 17,464 | (19,013) | 24,272 | |||||||||||||||||||
| Operating income (loss) | 20,161 | (18,951) | 62,806 | (29,323) | |||||||||||||||||||
| Other expense (income): | |||||||||||||||||||||||
| Interest expense, net | 13,405 | 8,040 | 44,886 | 32,365 | |||||||||||||||||||
| Other income, net | (426) | (525) | (5,747) | (3,826) | |||||||||||||||||||
| Total other expense, net | 12,979 | 7,515 | 39,139 | 28,539 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 7,182 | (26,466) | 23,667 | (57,862) | |||||||||||||||||||
| Provision for income taxes | 1,743 | 1,976 | 4,279 | 5,182 | |||||||||||||||||||
| Income (loss) from continuing operations, net of tax | 5,439 | (28,442) | 19,388 | (63,044) | |||||||||||||||||||
| Income from discontinued operations, net of tax | — | — | — | 1,406 | |||||||||||||||||||
| Net income (loss) | $ | 5,439 | $ | (28,442) | $ | 19,388 | $ | (61,638) | |||||||||||||||
| Basic income (loss) per common share: | |||||||||||||||||||||||
| Basic from continuing operations | $ | 0.27 | $ | (1.40) | $ | 0.95 | $ | (3.12) | |||||||||||||||
| Basic from discontinued operations | $ | — | $ | — | $ | — | $ | 0.07 | |||||||||||||||
| Net income (loss) | $ | 0.27 | $ | (1.40) | $ | 0.95 | $ | (3.05) | |||||||||||||||
| Diluted income (loss) per common share: | |||||||||||||||||||||||
| Diluted from continuing operations | $ | 0.27 | $ | (1.40) | $ | 0.95 | $ | (3.12) | |||||||||||||||
| Diluted from discontinued operations | $ | — | $ | — | $ | — | $ | 0.07 | |||||||||||||||
| Net income (loss) | $ | 0.27 | $ | (1.40) | $ | 0.95 | $ | (3.05) | |||||||||||||||
| Weighted average number of common shares outstanding: | |||||||||||||||||||||||
| Basic | 20,366 | 20,261 | 20,350 | 20,201 | |||||||||||||||||||
| Diluted | 20,480 | 20,261 | 20,427 | 20,201 | |||||||||||||||||||
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CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) (unaudited)
| Twelve Months Ended | |||||||||||
| December 31, 2022 | December 31, 2021 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net Income (loss) | $ | 19,388 | $ | (61,638) | |||||||
| Income (loss) from discontinued operations, net of income taxes | — | 1,406 | |||||||||
| Income (Loss) from continuing operations, net of tax | 19,388 | (63,044) | |||||||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation | 19,691 | 22,854 | |||||||||
| Amortization | 36,360 | 42,304 | |||||||||
| Change in provision for bad debt expense | (813) | 1,213 | |||||||||
| Write down of inventory | 2,606 | 3,364 | |||||||||
| Compensation expense of share-based plans | 1,880 | 5,252 | |||||||||
| Loss on debt extinguishment | 4,977 | 8,693 | |||||||||
| Amortization of debt issuance costs | 3,645 | 3,996 | |||||||||
| Deferred income tax (benefit) provision | (3,709) | (2,992) | |||||||||
| Goodwill impairment charges | — | 10,500 | |||||||||
| Other impairment charges | 8,011 | — | |||||||||
| Loss (gain) on sale of businesses | — | 1,919 | |||||||||
| Gain on sale of real estate | (47,977) | — | |||||||||
| Loss on deconsolidation charges | 4,675 | — | |||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: | |||||||||||
| Trade accounts receivable | (9,649) | (6,308) | |||||||||
| Inventories | (26,299) | (6,974) | |||||||||
| Prepaid expenses and other assets | (22,218) | (23,665) | |||||||||
| Accounts payable, accrued expenses and other liabilities | 8,611 | 15,820 | |||||||||
| Net cash (used in) provided by continuing operations | (821) | 12,932 | |||||||||
| Net cash used in discontinued operations | — | (2,484) | |||||||||
| Net cash (used in) provided by operating activities | (821) | 10,448 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Additions of property, plant and equipment | (21,988) | (14,747) | |||||||||
| Proceeds from the sale of property, plant and equipment | 104 | 2 | |||||||||
| Proceeds from beneficial interest of factored receivables | 4,484 | 2,047 | |||||||||
| Proceeds from sale of real estate | 54,945 | — | |||||||||
| Proceeds from sale of business | — | 9,993 | |||||||||
| Net cash provided by (used in) investing activities | 37,545 | (2,705) | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Proceeds from long-term debt | 219,266 | 734,612 | |||||||||
| Payments of long-term debt | (227,041) | (729,551) | |||||||||
| Net change in short-term borrowings | (1,573) | (374) | |||||||||
| Equipment financing | 894 | — | |||||||||
| Proceeds from the exercise of stock options | — | 151 | |||||||||
| Withholding tax payments on net share settlements on equity rewards | (1,311) | (4,209) | |||||||||
| Payment of debt issuance costs | (16,701) | (12,157) | |||||||||
| Net cash used in financing activities | (26,466) | (11,528) | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,908) | (3,448) | |||||||||
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 5,350 | (7,233) | |||||||||
| Cash, cash equivalents and restricted cash at beginning of year | 61,374 | 68,607 | |||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR | $ | 66,724 | $ | 61,374 | |||||||
7
CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data) (unaudited)
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 64,275 | $ | 59,924 | |||||||
| Trade accounts receivable, net | 109,754 | 100,149 | |||||||||
| Inventories | 139,786 | 123,343 | |||||||||
| Prepaid expenses and other current assets | 117,766 | 110,749 | |||||||||
| Total Current Assets | 431,581 | 394,165 | |||||||||
| PROPERTY, PLANT AND EQUIPMENT, NET | 141,141 | 154,461 | |||||||||
| OTHER ASSETS: | |||||||||||
| Goodwill | 119,847 | 122,906 | |||||||||
| Intangibles, net | 256,338 | 303,476 | |||||||||
| Deferred income taxes | 512 | 756 | |||||||||
| Lease right-of-use assets, net | 42,491 | 21,139 | |||||||||
| Other assets | 20,777 | 22,395 | |||||||||
| TOTAL ASSETS | $ | 1,012,687 | $ | 1,019,298 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 78,778 | $ | 83,382 | |||||||
| Accrued expenses and other current liabilities | 84,510 | 81,998 | |||||||||
| Accrued compensation and benefits | 30,817 | 26,551 | |||||||||
| Short-term borrowings and current portion of long-term debt | — | 1,611 | |||||||||
| Total Current Liabilities | 194,105 | 193,542 | |||||||||
| Long-term debt | 496,534 | 511,694 | |||||||||
| Deferred income taxes | 18,238 | 21,721 | |||||||||
| Pension liability, net | 85,968 | 120,881 | |||||||||
| Long-term lease liabilities | 38,480 | 17,715 | |||||||||
| OTHER NON-CURRENT LIABILITIES | 20,316 | 20,029 | |||||||||
| COMMITMENTS AND CONTINGENCIES | |||||||||||
| SHAREHOLDERS’ EQUITY: | |||||||||||
| Preferred stock, $0.01 par value; 1,000,000 shares authorized; — shares issued and outstanding | — | — | |||||||||
| Common stock, $0.01 par value; 29,000,000 shares authorized; 21,736,911 and 21,633,131 shares issued at December 31, 2022 and 2021, respectively | 218 | 217 | |||||||||
| Additional paid-in capital | 456,102 | 454,852 | |||||||||
| Accumulated deficit | (178,693) | (198,081) | |||||||||
| Common treasury stock, at cost (1,372,488 shares at December 31, 2022 and 2021) | (74,472) | (74,472) | |||||||||
| Accumulated other comprehensive loss | (44,109) | (48,800) | |||||||||
| Total Shareholders’ Equity | 159,046 | 133,716 | |||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,012,687 | $ | 1,019,298 | |||||||
8
CIRCOR INTERNATIONAL, INC.
SUMMARY OF ORDERS AND BACKLOG
(in millions) (unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||
| ORDERS (1) | ||||||||||||||||||||||||||
| Aerospace & Defense | $ | 70.8 | $ | 73.9 | $ | 308.2 | $ | 255.2 | ||||||||||||||||||
| Industrial | 178.1 | 146.1 | 599.0 | 595.4 | ||||||||||||||||||||||
| Total orders | $ | 248.9 | $ | 220.0 | $ | 907.2 | $ | 850.6 | ||||||||||||||||||
| December 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| BACKLOG (2) | ||||||||||||||||||||||||||
| Aerospace & Defense | $ | 208.3 | $ | 185.3 | ||||||||||||||||||||||
| Industrial | 334.8 | 258.4 | ||||||||||||||||||||||||
| Total backlog | $ | 543.1 | $ | 443.7 | ||||||||||||||||||||||
1. Orders do not include the foreign exchange impact due to the re-measurement of customer backlog amounts denominated in foreign currencies. Industrial includes $0.0 million and $7.1 million orders in Pipeline Engineering for the three months ended December 31, 2022 and December 31, 2021 respectively. Industrial includes $2.3 million and $24.4 million orders for Pipeline Engineering for the twelve months ended December 31, 2022 and December 31, 2021 respectively. | ||||||||||||||||||||||||||
| 2. Backlog includes unshipped customer orders for which revenue has not been recognized. Industrial includes $1.2 million Pipeline Engineering for 2021. | ||||||||||||||||||||||||||
9
CIRCOR INTERNATIONAL, INC.
SEGMENT INFORMATION
(in thousands, except percentages) (unaudited)
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | ||||||||||||||||||||||||||
| ORDERS | |||||||||||||||||||||||||||||||||||
| Aerospace & Defense | $ | 72,999 | $ | 54,243 | $ | 54,028 | $ | 73,898 | $ | 255,168 | $ | 77,890 | $ | 69,053 | $ | 90,486 | $ | 70,778 | $ | 308,207 | |||||||||||||||
| Industrial | 153,695 | 155,959 | 139,691 | 146,065 | 595,410 | 143,727 | 139,370 | 137,848 | 178,069 | 599,014 | |||||||||||||||||||||||||
| Total | $ | 226,693 | $ | 210,203 | $ | 193,719 | $ | 219,964 | $ | 850,578 | $ | 221,617 | $ | 208,423 | $ | 228,334 | $ | 248,847 | $ | 907,221 | |||||||||||||||
| NET REVENUES | |||||||||||||||||||||||||||||||||||
| Aerospace & Defense | $ | 58,488 | $ | 60,613 | $ | 63,461 | $ | 69,979 | $ | 252,541 | $ | 63,370 | $ | 67,271 | $ | 72,219 | $ | 79,855 | $ | 282,715 | |||||||||||||||
| Industrial | 117,963 | 126,977 | 126,248 | 134,938 | 506,126 | 122,285 | 124,105 | 123,143 | 134,672 | 504,204 | |||||||||||||||||||||||||
| Total | $ | 176,451 | $ | 187,590 | $ | 189,709 | $ | 204,917 | $ | 758,667 | $ | 185,655 | $ | 191,376 | $ | 195,362 | $ | 214,527 | $ | 786,919 | |||||||||||||||
| SEGMENT OPERATING INCOME | |||||||||||||||||||||||||||||||||||
| Aerospace & Defense | $ | 9,988 | $ | 11,741 | $ | 15,927 | $ | 18,416 | $ | 56,073 | $ | 11,320 | $ | 13,566 | $ | 16,891 | $ | 21,807 | $ | 63,584 | |||||||||||||||
| Industrial | 5,834 | 7,237 | 7,124 | 8,700 | 28,896 | 6,857 | 8,484 | 15,717 | 18,244 | 49,302 | |||||||||||||||||||||||||
| Corporate expenses | (9,035) | (7,950) | (7,017) | (6,636) | (30,638) | (7,770) | (5,485) | (5,301) | (6,828) | (25,384) | |||||||||||||||||||||||||
| Total | $ | 6,787 | $ | 11,028 | $ | 16,034 | $ | 20,480 | $ | 54,331 | $ | 10,407 | $ | 16,565 | $ | 27,307 | $ | 33,223 | $ | 87,502 | |||||||||||||||
| SEGMENT OPERATING MARGIN % | |||||||||||||||||||||||||||||||||||
| Aerospace & Defense | 17.1 | % | 19.4 | % | 25.1 | % | 26.3 | % | 22.2 | % | 17.9 | % | 20.2 | % | 23.4 | % | 27.3 | % | 22.5 | % | |||||||||||||||
| Industrial | 4.9 | % | 5.7 | % | 5.6 | % | 6.4 | % | 5.7 | % | 5.6 | % | 6.8 | % | 12.8 | % | 13.5 | % | 9.8 | % | |||||||||||||||
| Total | 3.8 | % | 5.9 | % | 8.5 | % | 10.0 | % | 7.2 | % | 5.6 | % | 8.7 | % | 14.0 | % | 15.5 | % | 11.1 | % | |||||||||||||||
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
Pipeline Engineering1 | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | |||||||||||||||||||||||||
| ORDERS - Industrial | $ | 5,531 | $ | 5,192 | $ | 6,575 | $ | 7,121 | $ | 24,419 | $ | 2,260 | $ | — | $ | — | $ | — | $ | 2,260 | |||||||||||||||
| NET REVENUES - Industrial | $ | 2,994 | $ | 3,124 | $ | 3,236 | $ | 5,248 | $ | 14,602 | $ | 3,012 | $ | 218 | $ | 8 | $ | 11 | $ | 3,249 | |||||||||||||||
| SEGMENT OP. INC. -Industrial | $ | (2,479) | $ | (1,754) | $ | (2,470) | $ | (3,191) | $ | (9,893) | $ | (3,190) | $ | (1,074) | $ | (150) | $ | 26 | $ | (4,388) | |||||||||||||||
| Segment Operating Margin % | (82.8) | % | (56.1) | % | (76.3) | % | (60.8) | % | (67.8) | % | (105.9) | % | (492.7) | % | (1875.0) | % | 236.4 | % | (135.1) | % | |||||||||||||||
1. Quantifies the impact of the Pipeline Engineering business on the Industrial Segment. | |||||||||||||||||||||||||||||||||||
10
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE MEASURES
(in thousands, except percentages) (unaudited)
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | ||||||||||||||||||||||||||
| Net Cash (Used In) Provided By Operating Activities | $ | (19,210) | $ | 8,866 | $ | 10,197 | $ | 10,595 | $ | 10,448 | $ | (15,924) | $ | (3,593) | $ | (9,815) | $ | 28,511 | $ | (821) | |||||||||||||||
| LESS | |||||||||||||||||||||||||||||||||||
Capital expenditures, net of sale proceeds1 | 3,392 | 2,644 | 4,541 | 4,168 | 14,745 | 3,592 | 5,461 | 4,156 | 8,675 | 21,884 | |||||||||||||||||||||||||
| ADJUSTED FREE CASH FLOW | $ | (22,602) | $ | 6,222 | $ | 5,656 | $ | 6,427 | $ | (4,297) | $ | (19,516) | $ | (9,054) | $ | (13,971) | $ | 19,836 | $ | (22,705) | |||||||||||||||
| Gross Debt | $ | 538,541 | $ | 524,391 | $ | 518,464 | $ | 526,311 | $ | 526,311 | $ | 547,681 | $ | 543,100 | $ | 522,975 | $ | 516,925 | $ | 516,925 | |||||||||||||||
| Less: Cash & Cash equivalents | 64,837 | 58,862 | 58,013 | 59,924 | 59,924 | 61,122 | 55,238 | 47,131 | 64,275 | 64,275 | |||||||||||||||||||||||||
| GROSS DEBT, NET OF CASH | $ | 473,704 | $ | 465,529 | $ | 460,451 | $ | 466,387 | $ | 466,387 | $ | 486,559 | $ | 487,862 | $ | 475,844 | $ | 452,650 | $ | 452,650 | |||||||||||||||
| TOTAL SHAREHOLDERS' EQUITY | $ | 138,663 | $ | 122,185 | $ | 121,256 | $ | 133,716 | $ | 133,716 | $ | 110,321 | $ | 103,663 | $ | 122,082 | $ | 159,046 | $ | 159,046 | |||||||||||||||
| GROSS DEBT AS % OF EQUITY | 388% | 429% | 428% | 394% | 394% | 496% | 524% | 428% | 325% | 325% | |||||||||||||||||||||||||
| GROSS DEBT, NET OF CASH AS % OF EQUITY | 342% | 381% | 380% | 349% | 349% | 441% | 471% | 390% | 285% | 285% | |||||||||||||||||||||||||
1. Includes capital expenditures, net of proceeds of asset sales from GAAP operating cash flow. | |||||||||||||||||||||||||||||||||||
11
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE MEASURES
(in thousands, except percentages) (unaudited)
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | ||||||||||||||||||||||||||
| NET (LOSS) INCOME | $ | (11,796) | $ | (18,784) | $ | (2,629) | $ | (28,427) | $ | (61,638) | $ | (21,481) | $ | 3,960 | $ | 31,470 | $ | 5,439 | $ | 19,388 | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Restructuring related inventory charges (recoveries), net | — | 958 | (60) | (299) | 599 | 2,757 | — | — | — | 2,757 | |||||||||||||||||||||||||
| Restructuring charges (recoveries), net | 2,060 | 2,281 | (312) | 205 | 4,234 | 6,447 | 4,695 | (173) | 97 | 11,066 | |||||||||||||||||||||||||
| Acquisition amortization | 10,487 | 10,498 | 10,417 | 10,369 | 41,772 | 9,391 | 9,178 | 9,118 | 8,651 | 36,338 | |||||||||||||||||||||||||
| Acquisition depreciation | 2,375 | 1,327 | 1,412 | 1,397 | 6,511 | 1,045 | 1,239 | 1,335 | 995 | 4,614 | |||||||||||||||||||||||||
| Special (recoveries) charges, net | (2,870) | 4,523 | 1,126 | 17,259 | 20,038 | 2,556 | (10,425) | (25,529) | 3,319 | (30,079) | |||||||||||||||||||||||||
| Goodwill Impairment charge | — | — | — | 10,500 | 10,500 | — | — | — | — | — | |||||||||||||||||||||||||
| Income tax impact | (44) | 2,425 | (596) | (1,622) | 163 | 384 | (2,207) | (2,066) | (2,739) | (6,628) | |||||||||||||||||||||||||
| Net loss (income) from discontinued operations | 239 | 878 | (2,510) | (13) | (1,406) | — | — | — | — | — | |||||||||||||||||||||||||
| ADJUSTED NET INCOME | $ | 451 | $ | 4,106 | $ | 6,848 | $ | 9,369 | $ | 20,773 | $ | 1,099 | $ | 6,440 | $ | 14,155 | $ | 15,762 | $ | 37,456 | |||||||||||||||
| (LOSS) EARNINGS PER COMMON SHARE (Diluted) | $ | (0.59) | $ | (0.93) | $ | (0.13) | $ | (1.40) | $ | (3.05) | $ | (1.06) | $ | 0.19 | $ | 1.54 | $ | 0.27 | $ | 0.95 | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Restructuring related inventory charges | — | 0.05 | — | (0.01) | 0.03 | 0.14 | — | — | — | 0.14 | |||||||||||||||||||||||||
| Restructuring charges (recoveries), net | 0.10 | 0.11 | (0.02) | 0.01 | 0.21 | 0.32 | 0.23 | (0.01) | — | 0.54 | |||||||||||||||||||||||||
| Acquisition amortization | 0.52 | 0.52 | 0.51 | 0.51 | 2.07 | 0.46 | 0.45 | 0.45 | 0.42 | 1.78 | |||||||||||||||||||||||||
| Acquisition depreciation | 0.12 | 0.07 | 0.07 | 0.07 | 0.32 | 0.05 | 0.06 | 0.07 | 0.05 | 0.23 | |||||||||||||||||||||||||
| Special (recoveries) charges, net | (0.14) | 0.22 | 0.06 | 0.85 | 0.99 | 0.13 | (0.51) | (1.25) | 0.16 | (1.47) | |||||||||||||||||||||||||
| Impairment charge | — | — | — | 0.52 | 0.52 | — | — | — | — | — | |||||||||||||||||||||||||
| Income tax impact | — | 0.12 | (0.03) | (0.08) | 0.01 | 0.02 | (0.11) | (0.10) | (0.13) | (0.32) | |||||||||||||||||||||||||
| (Loss) earnings) per share from discontinued operations | 0.01 | 0.04 | (0.12) | — | (0.07) | — | — | — | — | — | |||||||||||||||||||||||||
| ADJUSTED EARNINGS PER SHARE (Diluted) | $ | 0.02 | $ | 0.20 | $ | 0.34 | $ | 0.46 | $ | 1.03 | $ | 0.05 | $ | 0.32 | $ | 0.69 | $ | 0.77 | $ | 1.83 | |||||||||||||||
12
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE MEASURES
(in thousands, except percentages) (unaudited)
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | ||||||||||||||||||||||||||
| NET INCOME (LOSS) | $ | (11,796) | $ | (18,784) | $ | (2,629) | $ | (28,427) | $ | (61,638) | $ | (21,481) | $ | 3,960 | $ | 31,470 | $ | 5,439 | $ | 19,388 | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Interest expense, net | 8,369 | 7,958 | 7,997 | 8,040 | 32,365 | 9,456 | 10,203 | 11,821 | 13,405 | 44,886 | |||||||||||||||||||||||||
| Depreciation | 6,509 | 5,460 | 5,536 | 5,348 | 22,854 | 5,000 | 5,056 | 4,956 | 4,679 | 19,691 | |||||||||||||||||||||||||
| Amortization | 10,696 | 10,657 | 10,576 | 10,375 | 42,304 | 9,397 | 9,183 | 9,124 | 8,656 | 36,360 | |||||||||||||||||||||||||
| Provision for income taxes | (297) | 2,659 | 850 | 1,970 | 5,182 | 1,523 | (647) | 1,661 | 1,742 | 4,279 | |||||||||||||||||||||||||
| Loss (income) from discontinued operations | 239 | 878 | (2,510) | (13) | (1,406) | — | — | — | — | — | |||||||||||||||||||||||||
| EBITDA | $ | 13,720 | $ | 8,828 | $ | 19,820 | $ | (2,707) | $ | 39,661 | $ | 3,895 | $ | 27,755 | $ | 59,032 | $ | 33,921 | $ | 124,604 | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Restructuring related inventory charges (recoveries) | — | 958 | (60) | (299) | 599 | 2,757 | — | — | — | 2,757 | |||||||||||||||||||||||||
| Restructuring charges (recoveries), net | 2,060 | 2,281 | (312) | 205 | 4,234 | 6,447 | 4,695 | (173) | 97 | 11,066 | |||||||||||||||||||||||||
| Special (recoveries) charges, net | (2,870) | 4,523 | 1,126 | 17,259 | 20,038 | 2,556 | (10,425) | (25,529) | 3,319 | (30,079) | |||||||||||||||||||||||||
| Goodwill impairment charge | — | — | — | 10,500 | 10,500 | — | — | — | — | — | |||||||||||||||||||||||||
| ADJUSTED EBITDA | $ | 12,910 | $ | 16,590 | $ | 20,574 | $ | 24,958 | $ | 75,032 | $ | 15,655 | $ | 22,025 | $ | 33,330 | $ | 37,337 | $ | 108,348 | |||||||||||||||
13
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE MEASURES
(in thousands, except percentages) (unaudited)
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | ||||||||||||||||||||||||||
| OPERATING (LOSS) INCOME | $ | (5,266) | $ | (8,557) | $ | 3,451 | $ | (18,952) | $ | (29,323) | $ | (11,789) | $ | 11,878 | $ | 42,556 | $ | 20,161 | $ | 62,806 | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Restructuring related inventory charges (recoveries) | — | 958 | (60) | (299) | 599 | 2,757 | — | — | — | 2,757 | |||||||||||||||||||||||||
| Restructuring charges (recoveries), net | 2,060 | 2,281 | (312) | 205 | 4,234 | 6,447 | 4,695 | (173) | 97 | 11,066 | |||||||||||||||||||||||||
| Acquisition amortization | 10,487 | 10,498 | 10,417 | 10,370 | 41,772 | 9,391 | 9,178 | 9,118 | 8,651 | 36,338 | |||||||||||||||||||||||||
| Acquisition depreciation | 2,375 | 1,326 | 1,412 | 1,397 | 6,511 | 1,045 | 1,239 | 1,335 | 995 | 4,614 | |||||||||||||||||||||||||
| Special (recoveries) charges, net | (2,870) | 4,523 | 1,126 | 17,259 | 20,038 | 2,556 | (10,425) | (25,529) | 3,319 | (30,079) | |||||||||||||||||||||||||
| Goodwill impairment charge | — | — | — | 10,500 | 10,500 | — | — | — | — | — | |||||||||||||||||||||||||
| ADJUSTED OPERATING INCOME | $ | 6,787 | $ | 11,028 | $ | 16,034 | $ | 20,480 | $ | 54,331 | $ | 10,407 | $ | 16,565 | $ | 27,307 | $ | 33,223 | $ | 87,502 | |||||||||||||||
| OPERATING MARGIN | (3.0) | % | (4.6) | % | 1.8 | % | (9.2) | % | (3.9) | % | (6.3) | % | 6.2 | % | 21.8 | % | 9.4 | % | 8.0 | % | |||||||||||||||
| LESS: | |||||||||||||||||||||||||||||||||||
| Restructuring related inventory charges (recoveries) | 0.0 | % | 0.5 | % | 0.0 | % | (0.1) | % | 0.1 | % | 1.5 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.4 | % | |||||||||||||||
| Restructuring charges (recoveries), net | 1.2 | % | 1.2 | % | (0.2) | % | 0.1 | % | 0.6 | % | 3.5 | % | 2.5 | % | (0.1) | % | 0.0 | % | 1.4 | % | |||||||||||||||
| Acquisition amortization | 5.9 | % | 5.6 | % | 5.5 | % | 5.1 | % | 5.5 | % | 5.1 | % | 4.8 | % | 4.7 | % | 4.0 | % | 4.6 | % | |||||||||||||||
| Acquisition depreciation | 1.3 | % | 0.7 | % | 0.7 | % | 0.7 | % | 0.9 | % | 0.6 | % | 0.6 | % | 0.7 | % | 0.5 | % | 0.6 | % | |||||||||||||||
| Special (recoveries) charges, net | (1.6) | % | 2.4 | % | 0.6 | % | 8.4 | % | 2.6 | % | 1.4 | % | (5.4) | % | (13.1) | % | 1.5 | % | (3.8) | % | |||||||||||||||
| Goodwill impairment charge | 0.0 | % | 0.0 | % | 0.0 | % | 5.1 | % | 1.4 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | |||||||||||||||
| ADJUSTED OPERATING MARGIN | 3.8 | % | 5.9 | % | 8.5 | % | 10.0 | % | 7.2 | % | 5.6 | % | 8.7 | % | 14.0 | % | 15.5 | % | 11.1 | % | |||||||||||||||
14
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE MEASURES
(in thousands, except percentages) (unaudited)
| Q4'22 Organic Orders and Revenue | |||||||||||||||||||||||||||||
| CIRCOR | Aerospace & Defense | Industrial | |||||||||||||||||||||||||||
| 4Q 22 | 4Q 21 | Variance | 4Q 22 | 4Q 21 | Variance | 4Q 22 | 4Q 21 | Variance | |||||||||||||||||||||
| Orders | 248,847 | 219,964 | 13 | % | 70,778 | 73,898 | (4) | % | 178,069 | 146,065 | 22 | % | |||||||||||||||||
| Divestitures | — | — | — | — | — | — | |||||||||||||||||||||||
| FX | 13,096 | 2,263 | 10,833 | ||||||||||||||||||||||||||
| Organic | 261,943 | 219,964 | 19 | % | 73,041 | 73,898 | (1) | % | 188,902 | 146,065 | 29 | % | |||||||||||||||||
| CIRCOR | Aerospace & Defense | Industrial | |||||||||||||||||||||||||||
| 4Q 22 | 4Q 21 | Variance | 4Q 22 | 4Q 21 | Variance | 4Q 22 | 4Q 21 | Variance | |||||||||||||||||||||
| Revenue | 214,527 | 204,917 | 5 | % | 79,855 | 69,979 | 14 | % | 134,672 | 134,938 | — | % | |||||||||||||||||
| Divestitures | — | — | — | — | — | — | |||||||||||||||||||||||
| FX | 12,360 | 2,516 | 9,844 | ||||||||||||||||||||||||||
| Organic | 226,887 | 204,917 | 11 | % | 82,371 | 69,979 | 18 | % | 144,516 | 134,938 | 7 | % | |||||||||||||||||
| FY'22 Organic Orders and Revenue | |||||||||||||||||||||||||||||
| CIRCOR | Aerospace & Defense | Industrial | |||||||||||||||||||||||||||
| FY 22 | FY 21 | Variance | FY 22 | FY 21 | Variance | FY 22 | FY 21 | Variance | |||||||||||||||||||||
| Orders | 907,221 | 850,578 | 7 | % | 308,207 | 255,168 | 21 | % | 599,014 | 595,410 | 1 | % | |||||||||||||||||
| Divestitures | — | — | — | — | — | — | |||||||||||||||||||||||
| FX | 49,518 | 9,241 | 40,277 | ||||||||||||||||||||||||||
| Organic | 956,739 | 850,578 | 12 | % | 317,448 | 255,168 | 24 | % | 639,291 | 595,410 | 7 | % | |||||||||||||||||
| CIRCOR | Aerospace & Defense | Industrial | |||||||||||||||||||||||||||
| FY 22 | FY 21 | Variance | FY 22 | FY 21 | Variance | FY 22 | FY 21 | Variance | |||||||||||||||||||||
| Revenue | 786,919 | 758,667 | 4 | % | 282,715 | 252,541 | 12 | % | 504,204 | 506,126 | — | % | |||||||||||||||||
| Divestitures | — | — | — | — | — | — | |||||||||||||||||||||||
| FX | 42,923 | 8,037 | 34,886 | ||||||||||||||||||||||||||
| Organic | 829,842 | 758,667 | 9 | % | 290,752 | 252,541 | 15 | % | 539,090 | 506,126 | 7 | % | |||||||||||||||||
Note regarding financial statements: Financial amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
15
INDUSTRIAL AEROSPACE & DEFENSE Fourth-Quarter and Full-Year 2022 Earnings Call March 15, 2023 EXHIBIT 9.2
Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including with respect to the Company’s expectations for its performance in 2023 or relating to the Company’s strategic review are forward-looking statements. Actual results may differ materially from the expectations the Company describes in its forward-looking statements. Substantial 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. Important factors that could cause actual results to differ materially from expectations include, but are not limited to the inability to achieve expected results in pricing and cost out actions and the related impact on margins and cash flow; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures; the remediation of the material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the timing and outcome, if any, of the Company’s strategic alternatives review; the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of COVID-19, rising inflation, increasing interest rates, natural disasters, military conflicts, including the conflict between Russia and Ukraine, terrorist attacks and other similar matters, and the risks detailed from time to time in the Company’s periodic reports filed with the SEC. The Company has provided additional information about the risks facing the business in its annual report on Form 10-K and subsequent periodic and current reports most recently filed with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. 2
Use of Non-GAAP Financial Measures Within this presentation, the Company uses the non-GAAP financial measures organic revenue, adjusted net income, adjusted EBITDA, compliance adjusted EBITDA, adjusted operating income (or AOI), adjusted operating margin (or AOI%), adjusted earnings per share, net debt, net leverage, compliance leverage and adjusted free cash flow. Non-GAAP financial measures are used by management in our financial and operating decision making because we believe they reflect our ongoing business and facilitate period-to-period comparisons. We believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating CIRCOR’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 CIRCOR’s current financial results with CIRCOR’s past financial results in a consistent manner. Non-GAAP reconciliations can be found in the Appendix. Specifically: • We exclude the FX impact on revenue as FX can materially change. We believe the FX impact are not indicative to our normal operating revenue. • We exclude costs and tax effects associated with special and restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to special and 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 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. We exclude goodwill impairment charges. We exclude these costs because we do not believe they are indicative of our normal operating costs. • Due to the significance of recently sold or exited businesses and to provide a comparison of changes in our revenue and orders (an operating measure), we also discuss these changes on an “organic” basis. Organic is calculated assuming the divestitures and/or exited businesses completed prior to December 31, 2022, were completed on January 1, 2021, and excluding the impact of changes in foreign currency exchange rates. Please refer to the Appendix of this presentation for a reconciliation of the non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with GAAP. 3
Agenda and Speakers • Executive Overview • 4Q’22 and FY’22 Financial Performance • FY’23 Guidance • Market Outlook • Q&A Tony Najjar President & Chief Executive Officer AJ Sharma Chief Financial Officer & SVP, Business Development 4
CEO Commentary 5 • People. Our teams demonstrated strong focus on execution and on our customers, and resilience delivering a great quarter, exceeding expectations. • Performance. We delivered 19% organic orders growth and 550 bps of margin expansion in the quarter, navigating ongoing supply chain and macroeconomic challenges. • Progress. We continued to make measurable progress on our strategic priorities: growth, margin expansion, and de-levering our balance sheet.
Delivering on our Strategic Priorities Margin Expansion Growth De-Levering our Balance Sheet • Value pricing • Simplification • Best-cost country sourcing and manufacturing • Factory modernization • Leveraging products and technologies in growing markets • Deepening customer engagement • Expanding strong aftermarket business • Exited loss-making Pipeline Engineering business • Continued focus on improving cash flow from operations • Leveraging select sale-leaseback transactions 6
4Q’22 and FY’22 Highlights 7 4Q’22: • Record backlog of $543M • Industrial organic orders +29% y/y • Value pricing, volume, cost-out actions and exit of PE delivering margin expansion FY’22: • Solid execution navigating supply chain constraints and inflationary environment • Successful pricing performance • Overhead cost reduction and cost controls YOY Compare 4Q’22 FY’22 Organic orders +19% +12% Backlog +22% Revenue +5% +4% Organic revenue +11% +9% AOI (%) +550bps +390bps AOI ($) +62% +61% Adjusted EPS +67% +78% Commentary Organic revenue, Adjusted Operating Income (AOI), AOI%, and Adjusted EPS are non-GAAP measures.
Helium Valves for Flying Whales Airship 8 Higher Pressure / Lower Viscosity 3-Screw pumps Severe service, mission critical applications, pumping low viscosity fluids up to 100 Bar Three frame size pumps covering six displacements Competitive benefits include: • 2X life expectancy • Reduced noise levels • Reduced pressure pulsation Flying Whales new airship designed for heavy load transport up to 60 tons and low environmental footprint FLYING WHALES selected CIRCOR for the development and production of the helium valves Competitive benefits include: • Innovative valve solution with low leakage control • Leverages our core technology in valve design and Electromechanical actuation into new market Targeted Growth Initiatives
4Q’22 Financial Results Summary CIRCOR 4Q’22 4Q’21 Change Backlog $543 $444 22% Orders 249 220 13% Organic % 19% Revenue 215 205 5% Organic % 11% GAAP operating income (loss) 20.2 (19.0) 206% GAAP operating margin 9.4% (9.2)% 1860 bps Adjusted operating income (AOI) 33.2 20.5 62% AOI% 15.5% 10.0% 550 bps GAAP earnings (loss) per share (diluted) $0.27 $(1.40) 119% Adjusted EPS $0.77 $0.46 67% Adjusted EBITDA 37.3 25.0 50% Adjusted FCF $19.8 $6.4 209% 9 Comments on 4Q’22 Results • Organic orders growth primarily driven by navy, pumps aftermarket and downstream • Broad based organic revenue growth across end markets and businesses • +550 bps of AOI margin expansion driven by pricing, volume/mix, cost take-out, and exit of Pipeline Engineering • Adjusted EPS growth of +67%...higher AOI partly offset by higher interest cost • Strong adjusted FCF performance…cash from operations partially offset by special expenses and CAPEX Organic revenue, Adjusted Operating Income (AOI), AOI%, Adjusted EPS, Adjusted EBITDA and Adjusted Free Cash Flow (FCF) are non-GAAP measures. ($ in millions, except EPS) * Financial results include results from the Pipeline Engineering business, including $0.0 million of orders, $0.0 million of revenue and $0.0 million of AOI in Q4’22 and $7.1 million of orders, $5.2 million of revenue, and $(3.2) million of AOI in Q4’21.
4Q’22 A&D Segment Highlights 10 Aerospace & Defense 4Q’22 4Q’21 Change Backlog $208 $185 12% Orders 71 74 -4% Organic % -1% Revenue 80 70 14% Organic % 18% AOI $21.8 $18.4 18% AOI% 27.3% 26.3% 100bps Comments on 4Q’22 Results • Organic orders decline…growth in navy, offset by timing of large medical order in prior period • Broad-based organic revenue growth…growth across all businesses • Highest ever AOI margin…pricing, volume, and mix Organic Revenue, Adjusted Operating Income (AOI), and AOI% are non-GAAP measures. ($ in millions)
4Q’22 Industrial Segment Highlights Industrial 4Q’22 4Q’21 Change Backlog $335 $258 30% Orders 178 146 22% Organic % 29% Revenue 135 135 0% Organic % 7% AOI $18.2 $8.7 109% AOI% 13.5% 6.4% 710 bps 11 Comments on 4Q’22 Results • Orders growth driven by pumps aftermarket and downstream • Organic revenue…growth across businesses and markets partly offset by exit of Pipeline Engineering • +710 bps AOI margin expansion…pricing, volume/mix, costs outs, and Pipeline Engineering exit ($ in millions) Organic Revenue, Adjusted Operating Income (AOI), and AOI% are non-GAAP measures. * Financial results include results from the Pipeline Engineering business, including $0.0 million of orders, $0.0 million of revenue and $0.0 million of AOI in Q4’22 and $7.1 million of orders, $5.2 million of revenue, and $(3.2) million of AOI in Q4’21.
Net Debt and Leverage 12 Net Debt, Adjusted EBITDA and Compliance Adjusted EBITDA are non-GAAP measures. 1 – Net Debt defined as total debt (Term Loan B and revolvers) less cash or cash equivalents 2 – TTM defined as trailing twelve months 3 – Net Leverage is defined as calculated measure of net debt divided by adjusted earnings before taxes, depreciation and amortization TTM 4 – Compliance Leverage is defined as adjusted EBITDA as per the definition in CIRCOR’s credit agreement entered into on December 20, 2021, available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001091883/000109188321000033/cir-20211220.htm. 1Q’22 2Q’22 3Q’22 4Q’22 Net Debt1 $487 $488 $476 $453 Adjusted Earnings Before Interest Taxes, Depreciation and Amortization (TTM2) $78 $83 $96 $108 Net Leverage3 6.3x 5.9x 5.0x 4.2x Compliance Adjusted Earnings Before Interest Taxes, Depreciation and Amortization (TTM) $96 $100 $108 $118 Compliance Leverage4 5.1x 4.9x 4.4x 3.8x Comments • ~$55M in sale and sale leaseback transactions in 2022 • Continued De-levering throughout the year…cash from sale leasebacks, and expanding EBITDA ($ in millions) Expect 2023 Year-End Net Leverage in the Mid to High 3s
FY’23 Guide 13 CIRCOR 1st Quarter 2023 Full Year 2023 1Q’23 Guidance Change vs. 1Q’22 (Midpoint) FY’23 Guidance Change vs. FY’22 (Midpoint) Revenue $180 to $190 Organic 3% $767 to $857 Organic 3% AOI $17.5 to 19.0 75% $90 to 105 11% Adjusted EBITDA $21 to $23 41% $110 to $125 8% Interest Cost ~(15) 54% ~$(60) 35% Adjusted EPS $0.11 to $0.17 184% $1.19 to $1.74 -20% Commentary: • Strong backlog and orders trend…helps de-risk demand slow down scenario • Expect easing of inflation and improving supply chains • Continued focus on value pricing, cost controls, and simplification • Continued investment in growth and modernizing of critical factories • Interest rate headwinds Adjusted Operating Income (AOI), Adjusted EBITDA and Adjusted EPS are non-GAAP measures. Please see “Reconciliation of Forward-Looking Non-GAAP Measures” in the Appendix for a discussion of the reconciliation of our Q1 and full year 2023 non-GAAP guidance. ($ in millions, except EPS)
FY’23 Market Outlook – Orders 14 Industrial Vs. PY Approximate Sales Mix (%) Growth Drivers General Industrial Power generation, new business activities for lithium batteries manufacturing, aftermarket, and pricing Commercial Marine Aftermarket growth supported by pricing and increased utilization Downstream O&G Down compared to prior year due to timing of large capital order Other Increase driven by Naval defense orders in US and Europe Aftermarket Solid growth supported by pricing and increased utilization 57 15 19 9 40-45 Aerospace & Defense Vs. PY Approximate Sales Mix (%) Growth Drivers Defense Growth driven by the aftermarket, new products for missiles fusing devices and space applications, and pricing Commercial Growth driven by the recovery in the single isle platforms at Airbus and Boeing and the aftermarket supported by pricing and the rebound in air travel Other Decline driven by timing of large medical order Aftermarket Strength in commercial aero and defense 61 18 21 25-30 1 References in this presentation to “Sales Mix” refers to 2022 financial revenue by end market and geographic market.
2023 Outlook • Ended 2022 with strong momentum, delivering on our strategic priorities • Industrial segment: • Continue leveraging strong aftermarket position and value-based pricing to drive growth and margin expansion • A&D segment: • Benefitting from ongoing rebound of commercial aerospace market, new products in defense and hydrogen, and sustained momentum in core defense business • Striving for value creation for shareholders through organic revenue and margin growth • New product development, value-based pricing, and simplification • Simultaneously progressing with strategic review 15
INDUSTRIAL AEROSPACE & DEFENSE Appendix
4Q’22 Organic Orders and Revenue vs. PY 17 ($ in thousands) Orders, an operating measure, is defined as a legally binding agreement from an authorized individual at a customer requesting CIRCOR to provide goods and/or services at a fixed or determinable price and CIRCOR is capable of providing such goods and services, when the terms and conditions are firm enough to assure subsequent payment by the customer. The Company uses the measure of Orders to provide a leading indicator of current business demand from customers for products and services. Due to the significance of recently sold or exited businesses and to provide a comparison of changes in orders, we also discuss these changes on an “organic” basis. Organic is calculated assuming the divestitures and/or exited businesses completed prior to December 31, 2022, were completed on January 1, 2021, and excluding the impact of changes in foreign currency exchange rates. Organic Revenue is a non-GAAP measure.
FY’22 Organic Orders and Revenue vs. PY 18 ($ in thousands) Orders, an operating measure, is defined as a legally binding agreement from an authorized individual at a customer requesting CIRCOR to provide goods and/or services at a fixed or determinable price and CIRCOR is capable of providing such goods and services, when the terms and conditions are firm enough to assure subsequent payment by the customer. The Company uses the measure of Orders to provide a leading indicator of current business demand from customers for products and services. Due to the significance of recently sold or exited businesses and to provide a comparison of changes in orders, we also discuss these changes on an “organic” basis. Organic is calculated assuming the divestitures and/or exited businesses completed prior to December 31, 2022, were completed on January 1, 2021, and excluding the impact of changes in foreign currency exchange rates. Organic Revenue is a non-GAAP measure.
4Q’22 GAAP Operating (Loss) Income to Adjusted Operating Income 19 ($ in thousands) Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
4Q’22 GAAP Net (Loss) Income to Adjusted EBITDA 20 ($ in thousands) Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
4Q’22 GAAP Net (Loss) Income to Adjusted Net Income 21 ($ in thousands) Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
4Q’22 Net Cash (Used In) Provided by Operating Activities to Adjusted Free Cash Flow 22 ($ in thousands) Previous earnings slides reflected “Net Debt” as “Gross Debt, Net of Cash.” Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
4Q’22 Segment Information 23 1 Quantifies the impact of the Pipeline Engineering business on the Industrial Segment. Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding. ($ in thousands)
17.1% 19.4% 25.1% 26.3% 17.9% 20.2% 23.4% 27.3% Q1 Q2 Q3 Q4 A&D Segment AOI% 24 Quarterly Adjusted Operating Income 4.9% 5.7% 5.6% 6.4% 5.6% 6.8% 12.8% 13.5% Q1 Q2 Q3 Q4 Industrial Segment AOI% 3.8% 5.9% 8.5% 10.0% 5.6% 8.7% 14.0% 15.5% Q1 Q2 Q3 Q4 CIRCOR AOI% $10.0 $11.7 $15.9 $18.4 $11.3 $13.6 $16.9 $21.8 Q1 Q2 Q3 Q4 A&D Segment AOI ($M) 2021 2022 $5.8 $7.2 $7.1 $8.7 $6.9 $8.5 $15.7 $18.2 Q1 Q2 Q3 Q4 Industrial Segment AOI ($M) 2021 2022 $6.8 $11.0 $16.0 $20.5 $10.4 $16.6 $27.3 $33.2 Q1 Q2 Q3 Q4 CIRCOR AOI ($M) 2021 2022 Step Change Performance in H2 * Financial results include results from the Pipeline Engineering business of Q1’2022 $3.0M of revenue and $(3.2M) in AOI, Q2’2022 $0.2M of revenue and $(1.1M) in AOI, Q3’2022 $0.0M of revenue and $(0.2M) in AOI, Q4’2022 $0.0M of revenue and $0.0M in AOI and Q1’2021 $3.0M of revenue and $(2.5M) in AOI, Q2’2021 $3.1M of revenue and $(1.8M) in AOI, Q3’2021 $3.2M of revenue and $(2.5M) in AOI, Q4’2021 $5.2M of revenue and $(3.2M) in AOI. Note regarding financial statements: Amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding. Adjusted Operating Income (AOI) and AOI % is a non-GAAP measure.
Reconciliation of Forward-Looking Non-GAAP Measures 25 This presentation contains forward-looking estimates of organic revenue growth, AOI, adjusted EBITDA and adjusted EPS for full year 2022. We provide these non-GAAP measures to investors on a prospective basis for the same reasons (set forth on slide 3 (“Use of Non-GAAP Financial Measures”)) that we provide to investors on a historical basis. We are unable to provide a reconciliation of our forward-looking estimate of full year 2023 organic revenue growth, AOI, adjusted EBITDA and adjusted EPS to a forward-looking estimate of full year 2023 GAAP revenue growth, GAAP operating income (loss), GAAP net income (loss) and GAAP EPS because certain information needed to make a reasonable forward-looking estimate of such non-GAAP measures for full year 2023 is difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control. Such events may include unanticipated changes in currency exchange rates, our GAAP effective tax rate, unanticipated gains or losses, and other unanticipated non-recurring items not reflective of ongoing operations. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.