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): November 4, 2010
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.) |
25 CORPORATE DRIVE, SUITE 130
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(781) 270-1200
(Registrants 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)) |
Item 2.02 | Results of Operations and Financial Condition. |
By press release dated November 4, 2010, the Company announced its financial results for the three months ended October 3, 2010. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K and the Exhibit 99.1 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.
In the press release and accompanying supplemental information, the Company uses the following non-GAAP financial measures: free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted earnings per share (EPS). Management of the Company believes that free cash flow (defined as net cash flow from operating activities, less capital expenditures and dividends paid) 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. EBIT (defined as net income plus interest expense, net plus provision for income taxes), EBITDA (defined as net income plus interest expense, net, plus provision for income taxes, plus depreciation and amortization), adjusted operating income (defined as operating income, excluding the impact of special and asbestos charges), and adjusted EPS (defined as earnings per common share, excluding special charges and the Q4 2009 five year future asbestos claim liability, net of tax) are provided because management believes these measurements are useful for investors and financial institutions to analyze and compare companies on the basis of operating performance. Free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS are not measurements for financial performance under GAAP and should not be construed as a substitute for cash flows, operating income, net income or earnings per share. Free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS as we have calculated here, may not necessarily be comparable to similarly titled measures used by other companies. A reconciliation of free cash flow, EBIT, EBITDA, adjusted operating income, and adjusted EPS 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.
Item 8.01 | Other Events. |
On November 4, 2010, the Company issued a press release relating to its filing of a universal shelf registration. The press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
2
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press Release regarding Earnings, Dated November 4, 2010 | |
99.2 | Press Release regarding the filing of a universal shelf registration, Dated November 4, 2010 |
3
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: November 4, 2010 | CIRCOR INTERNATIONAL, INC. | |||||||
/s/ Frederic M. Burditt |
||||||||
By: |
Frederic M. Burditt | |||||||
Title: |
Vice President, Chief Financial Officer and Treasurer |
4
EXHIBIT 99.1
PRESS RELEASE
CIRCOR Reports Third-Quarter 2010 Results
| 23% Revenue Growth Driven by Year-Over-Year Increase in Energy Sales |
| 51% Orders Increase Due to Strength in Short-Cycle Energy and Earlier Cycle End Markets, as well as Acquisitions |
| Adjusted EPS Above Guidance Primarily from Operating Performance, Currency Impacts and Favorable Tax Rate |
Burlington, MA November 4, 2010 CIRCOR International, Inc. (NYSE: CIR), a provider of valves and other highly engineered products and subsystems that control the flow of fluids safely and efficiently in the aerospace, energy and industrial markets, today announced financial results for the third quarter ended October 3, 2010.
Management Comments on Third-Quarter Results
Our third-quarter financial results demonstrate continuing improvements on the top and bottom line, said Chairman and Chief Executive Officer Bill Higgins. Revenues came in at the high end of our guidance, while earnings, exclusive of Leslie bankruptcy and asbestos charges, surpassed our expectations. Revenue growth was primarily driven by continued strength at the short cycle Energy business and earlier-cycle Flow Technologies end markets. Earnings benefited from segment performance, currency impacts and a reduced tax rate.
We are particularly pleased with our bookings performance, with orders up 51% year-over-year, which includes 17% from acquisitions, said Higgins. We achieved order growth across all three business segments, but saw particular strength in our short-cycle Energy business. While we had expected further sequential pick up in Energys longer cycle international project businesses, orders remained essentially flat. Flow Technologies experienced increased orders across most end markets. The increase in orders at Aerospace was primarily driven by the acquisition of Castle Precision Industries.
As previously announced, we have obtained the asbestos claimant votes necessary for approval of Leslie Controls pre-negotiated Chapter 11 reorganization and the U.S. Bankruptcy Court has entered an order confirming the plan, said Higgins. We are now focused on obtaining district court approval and then winning any appeals that may be pursued.
Leslies final emergence from bankruptcy would not occur until any appeals are favorably resolved, although CIRCOR and Leslie believe that any such appeals would be without merit. Leslie is continuing to conduct business as usual during the Chapter 11 process.
Consolidated Results
Revenues for the third quarter of 2010 were $177.6 million, a 23% increase from $144.3 million generated in the third quarter of 2009. CIRCOR reported net income for the third quarter of 2010 of $10.4 million, or $0.60 per diluted share, compared with net income of $8.4 million, or $0.49 per diluted share, for the third quarter of 2009.
Pre-tax Leslie bankruptcy and asbestos charges were $2.3 million for the three months ended October 3, 2010, compared with $2.0 million of non-bankruptcy asbestos charges for the year-earlier period. Excluding special charges and Leslie bankruptcy and asbestos charges net of tax, adjusted earnings per diluted share were $0.70 for the third quarter of 2010, an increase of 27% compared with $0.54 in the third quarter of 2009.
Consolidated Orders and Free Cash Flow
The Company received orders totaling $207.1 million during the third quarter of 2010, an increase of 51% compared with the third quarter of 2009 and a 21% increase compared with the second quarter of 2010. Backlog as of October 3, 2010 was $391.6 million, up 32% from backlog of $297.9 million at September 27, 2009 and up 23% from $317.6 million at July 4, 2010.
During the third quarter of 2010, the Company used $3.3 million of free cash flow (defined as net cash from operating activities, less capital expenditures and dividends paid) compared with generating $11.2 million in the third quarter of 2009 due primarily to changes in working capital and increased capital expenditures.
Energy
CIRCORs Energy segment revenues of $80.6 million for the quarter ended October 3, 2010 represent a 32% increase from $61.2 million for the quarter ended September 27, 2009. The increase included 24% organic growth and 12% from acquisitions, which was partially offset by a negative foreign currency adjustment of 4%. The organic growth was the result of a strong year-over-year rebound in the North American short-cycle business.
Incoming orders for the third quarter of 2010 were $98.5 million, an increase of 95% year over year and 24.0% sequentially. The year-over-year growth was due to strength in the North American short-cycle business and the acquisition of Pipeline Engineering in the fourth quarter of 2009. Ending backlog totaled $153.0 million, a 34% increase year over year and a 23% increase sequentially.
The Energy segment adjusted operating margin, which excludes the impact of special charges, was 11.1% during the third quarter of 2010 compared with 10.9% for the third quarter of 2009 and 8.3% for the second quarter of 2010. The increase in third-quarter 2010 operating margin was primarily driven by organic growth, associated operating leverage, favorable penalty reserve adjustments and productivity improvements. This was partially offset by continued pricing pressures - especially for large international projects - unfavorable mix and acquisition impacts.
Aerospace
CIRCORs Aerospace segment revenues increased by 8% to $28.3 million for the third quarter of 2010 from $26.2 million in the third quarter of 2009. The increase in revenues was driven by 9% growth from acquisitions and 2% organic growth, which was partially offset by a 2% decline from foreign currency adjustments. The organic growth was from sales of military landing gear, which offset small declines in other end markets.
Incoming orders for the third quarter of 2010 were $31.3 million, an increase of 15% year over year and 16% sequentially. The majority of the increase in orders was due to the acquisition of Castle in August. Ending backlog totaled $152.8 million, an increase of 27% year over year and 30% sequentially.
The Aerospace segments adjusted operating margin, which excludes the impact of special charges, was 9.6% for the third quarter of 2010 compared with 13.2% for the third quarter of 2009 and 14.6% for the second quarter of 2010. Third-quarter 2010 margins decreased primarily due to higher operating expenses related to support of new programs and acquisition transaction costs, partially offset by productivity gains and favorable pricing.
Flow Technologies
CIRCORs Flow Technologies segment revenues increased 21% to $68.6 million from $56.9 million in the third quarter of 2009. Third-quarter 2010 revenues reflected organic growth of 22%, primarily due to semiconductor, maritime, instrumentation and process strength, and growth from acquisitions of 2%, which was partially offset by foreign currency adjustments of 3%.
Incoming orders for this segment were $77.4 million for the third quarter of 2010, an increase of 30% year over year and 20% sequentially. The year-over-year increase was due to strength in all markets, with the exception of petrochemical and refining. Ending backlog totaled $85.9 million, an increase of 36% year over year and 14% sequentially.
This segments adjusted operating margin, which excludes the impact of special and Leslie asbestos and bankruptcy charges, for the third quarter of 2010 was 13.1% compared with 10.9% in the third quarter of 2009, and 10.1% in the second quarter of 2010. The third-quarter year-over-year margin increase was due to higher volumes, productivity and favorable mix.
Business and Financial Outlook
Our sales and bookings trends are both positive, led by the short-cycle Energy and early-cycle Flow Technologies businesses, said Higgins. While the long-cycle businesses have recently stabilized, we have not seen a meaningful pick up at this point. Our balance sheet remains strong and will enable us to fund the Leslie reorganization plan and continue to invest in organic growth and strategic acquisitions.
CIRCOR currently expects revenues for the fourth quarter of 2010 in the range of $192 million to $202 million and adjusted earnings in the range of $0.50 to $0.63 per diluted share. CIRCORs guidance for adjusted earnings per share excludes $0.06 per diluted share in Leslie asbestos and bankruptcy charges and assumes that exchange rates remain at present levels.
Conference Call Information
CIRCOR International will hold a conference call to review its financial results today, November 4, 2010, at 10:00 a.m. ET. Those who wish to listen to the conference call and view the accompanying presentation slides should visit Webcasts & Presentations in the Investors portion of the CIRCOR website. The live call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. If you are unable to listen to the live call, the webcast will be archived for one year on the Companys website.
Use of Non-GAAP Financial Measures
Adjusted net income, adjusted earnings per diluted share, adjusted operating margin, and free cash flow are non-GAAP financial measures and are intended to serve as a complement to results provided in accordance with accounting principles generally accepted in the United States. CIRCOR believes that such information provides an additional measurement and consistent historical comparison of the Companys performance. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available in this news release.
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 CIRCORs future performance, including fourth-quarter revenue and earnings guidance; and the
Companys expectations related to the process for Leslie Controls emergence from bankruptcy. 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 valves and other highly engineered products and subsystems that control the flow of fluids safely and efficiently in the aerospace, energy and industrial markets. With more than 9,000 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCORs culture, built on the CIRCOR Business System, is defined by the Companys commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Companys strategy includes growing organically by investing in new, differentiated products; adding value to component products; and increasing the development of mission-critical subsystems and solutions. CIRCOR also plans to leverage its strong balance sheet to acquire strategically complementary businesses. For more information, visit the Companys investor relations web site at http://investors.circor.com.
Contact:
Frederic M. Burditt
Chief Financial Officer
CIRCOR International
(781) 270-1200
CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
UNAUDITED
Three Months Ended | Nine Months Ended | |||||||||||||||
October 3, 2010 | September 27, 2009 | October 3, 2010 | September 27, 2009 | |||||||||||||
Net revenues |
$ | 177,577 | $ | 144,327 | $ | 491,851 | $ | 484,509 | ||||||||
Cost of revenues |
126,096 | 102,462 | 348,109 | 338,123 | ||||||||||||
GROSS PROFIT |
51,481 | 41,865 | 143,742 | 146,386 | ||||||||||||
Selling, general and administrative expenses |
35,648 | 29,787 | 109,024 | 98,127 | ||||||||||||
Leslie asbestos and bankruptcy charges |
2,343 | 1,977 | 30,603 | 13,682 | ||||||||||||
Special recoveries |
| (543 | ) | | (1,678 | ) | ||||||||||
OPERATING INCOME |
13,490 | 10,644 | 4,115 | 36,255 | ||||||||||||
Other (income) expense: |
||||||||||||||||
Interest income |
(69 | ) | (77 | ) | (162 | ) | (391 | ) | ||||||||
Interest expense |
803 | 471 | 2,036 | 857 | ||||||||||||
Other income, net |
(853 | ) | (959 | ) | (646 | ) | (1,409 | ) | ||||||||
Total other (income) expense |
(119 | ) | (565 | ) | 1,228 | (943 | ) | |||||||||
INCOME BEFORE INCOME TAXES |
13,609 | 11,209 | 2,887 | 37,198 | ||||||||||||
Provision (benefit) for income taxes |
3,210 | 2,804 | (2,005 | ) | 10,601 | |||||||||||
NET INCOME |
$ | 10,399 | $ | 8,405 | $ | 4,892 | $ | 26,597 | ||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 0.61 | $ | 0.49 | $ | 0.29 | $ | 1.56 | ||||||||
Diluted |
$ | 0.60 | $ | 0.49 | $ | 0.28 | $ | 1.56 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
17,123 | 17,023 | 17,095 | 17,003 | ||||||||||||
Diluted |
17,258 | 17,116 | 17,238 | 17,050 |
CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
UNAUDITED
Nine Months Ended | ||||||||
October 3, 2010 | September 27, 2009 | |||||||
OPERATING ACTIVITIES |
||||||||
Net income |
$ | 4,892 | $ | 26,597 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
9,509 | 9,620 | ||||||
Amortization |
3,065 | 1,956 | ||||||
Provision for Leslie bankruptcy settlement |
24,974 | | ||||||
Compensation expense of stock-based plans |
2,445 | 2,351 | ||||||
Tax effect of share based compensation |
(114 | ) | 412 | |||||
Loss (gain) on disposal of property, plant and equipment |
248 | (60 | ) | |||||
Changes in operating assets and liabilities, net of effects from business acquisitions: |
||||||||
Trade accounts receivable |
(13,734 | ) | 30,690 | |||||
Inventories |
(20,727 | ) | 40,836 | |||||
Prepaid expenses and other assets |
5,368 | 8,546 | ||||||
Accounts payable, accrued expenses and other liabilities |
(1,183 | ) | (91,717 | ) | ||||
Net cash provided by operating activities |
14,743 | 29,231 | ||||||
INVESTING ACTIVITIES |
||||||||
Additions to property, plant and equipment |
(11,400 | ) | (6,106 | ) | ||||
Proceeds from the sale of property, plant and equipment |
75 | 95 | ||||||
Purchase of investments |
| (278,916 | ) | |||||
Proceeds from sale of investments |
21,427 | 312,918 | ||||||
Business acquisitions, net of cash acquired |
(34,401 | ) | (10,428 | ) | ||||
Net cash (used in) provided by investing activities |
(24,299 | ) | 17,563 | |||||
FINANCING ACTIVITIES |
||||||||
Proceeds from long-term debt |
91,750 | 57,372 | ||||||
Payments of long-term debt |
(60,202 | ) | (64,703 | ) | ||||
Debt issuance costs |
(2,814 | ) | ||||||
Dividends paid |
(1,982 | ) | (1,930 | ) | ||||
Proceeds from the exercise of stock options |
329 | 37 | ||||||
Tax effect of share based compensation |
114 | (412 | ) | |||||
Net cash provided by (used in) financing activities |
30,009 | (12,450 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
1,723 | 1,891 | ||||||
INCREASE IN CASH AND CASH EQUIVALENTS |
22,176 | 36,235 | ||||||
Cash and cash equivalents at beginning of year |
46,350 | 47,473 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 68,526 | $ | 83,708 | ||||
CIRCOR INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
UNAUDITED
October 3, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash & cash equivalents |
$ | 68,526 | $ | 46,350 | ||||
Short-term investments |
97 | 21,498 | ||||||
Trade accounts receivable, less allowance for doubtful accounts of $1,208 and $1,992, respectively |
135,199 | 115,260 | ||||||
Inventories |
172,543 | 145,031 | ||||||
Income taxes refundable |
| 726 | ||||||
Prepaid expenses and other current assets |
8,324 | 4,195 | ||||||
Deferred income tax asset |
43,177 | 15,847 | ||||||
Insurance receivables |
194 | 4,614 | ||||||
Assets held for sale |
542 | 1,167 | ||||||
Total Current Assets |
428,602 | 354,688 | ||||||
Property, Plant and Equipment, net |
96,547 | 95,167 | ||||||
Other Assets: |
||||||||
Goodwill |
60,437 | 47,893 | ||||||
Intangibles, net |
63,943 | 55,238 | ||||||
Deferred income tax asset |
| 5,676 | ||||||
Other assets |
5,351 | 3,391 | ||||||
Total Assets |
$ | 654,880 | $ | 562,053 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current Liabilities: |
||||||||
Accounts payable |
$ | 80,841 | $ | 57,239 | ||||
Accrued expenses and other current liabilities |
44,694 | 46,736 | ||||||
Accrued compensation and benefits |
21,658 | 18,617 | ||||||
Leslie asbestos and bankruptcy related liabilities |
80,064 | 12,476 | ||||||
Income taxes payable |
1,471 | | ||||||
Notes payable and current portion of long-term debt |
10,613 | 5,914 | ||||||
Total Current Liabilities |
239,341 | 140,982 | ||||||
Long-Term Debt, net of current portion |
31,785 | 1,565 | ||||||
Deferred income taxes |
11,786 | | ||||||
Long-Term Leslie asbestos liability |
| 47,785 | ||||||
Other Non-Current Liabilities |
20,249 | 21,313 | ||||||
Shareholders Equity: |
||||||||
Preferred stock, $.01 par value; 1,000,000 shares authorized; no shares issued and outstanding |
| | ||||||
Common stock, $.01 par value; 29,000,000 shares authorized; and 17,098,925 and 16,991,365 issued and outstanding, respectively |
171 | 170 | ||||||
Additional paid-in capital |
252,471 | 249,960 | ||||||
Retained earnings |
89,328 | 86,408 | ||||||
Accumulated other comprehensive income |
9,749 | 13,870 | ||||||
Total Shareholders Equity |
351,719 | 350,408 | ||||||
Total Liabilities and Shareholders Equity |
$ | 654,880 | $ | 562,053 | ||||
CIRCOR INTERNATIONAL, INC.
SUMMARY OF ORDERS AND BACKLOG
(in thousands)
UNAUDITED
Three Months Ended | Nine Months Ended | |||||||||||||||
October 3, 2010 | September 27, 2009 | October 3, 2010 | September 27, 2009 | |||||||||||||
ORDERS 1 |
||||||||||||||||
Energy |
$ | 98,456 | $ | 50,574 | $ | 244,070 | $ | 170,100 | ||||||||
Aerospace |
31,280 | 27,231 | 93,109 | 89,415 | ||||||||||||
Flow Technologies |
77,367 | 59,688 | 210,787 | 167,902 | ||||||||||||
Total orders |
$ | 207,103 | $ | 137,493 | $ | 547,966 | $ | 427,417 | ||||||||
October 3, 2010 | September 27, 2009 | |||||||||||||||
BACKLOG 2 |
||||||||||||||||
Energy |
$ | 152,968 | $ | 114,139 | ||||||||||||
Aerospace |
152,790 | 120,453 | ||||||||||||||
Flow Technologies |
85,859 | 63,280 | ||||||||||||||
Total backlog |
$ | 391,617 | $ | 297,872 | ||||||||||||
Note 1: | Beginning in Q2 2010, orders have been adjusted to exclude the foreign exchange impact from backlog remeasurement The three and nine months ended September 27, 2009 reflect a decrease of $6.1 million and $7.4 million, respectively |
Note 2: | Backlog includes all unshipped customer orders. |
CIRCOR INTERNATIONAL, INC.
SUMMARY REPORT BY SEGMENT
(in thousands, except earnings per share)
UNAUDITED
2009 | 2010 | |||||||||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | YTD | 1ST QTR | 2ND QTR | 3RD QTR | YTD | ||||||||||||||||||||||||||||
NET REVENUES |
||||||||||||||||||||||||||||||||||||
Energy |
$ | 89,307 | $ | 76,814 | $ | 61,185 | $ | 66,113 | $ | 293,419 | $ | 57,722 | $ | 77,305 | $ | 80,613 | $ | 215,640 | ||||||||||||||||||
Aerospace |
28,344 | 30,243 | 26,234 | 28,506 | 113,327 | 27,274 | 27,811 | 28,316 | 83,401 | |||||||||||||||||||||||||||
Flow Technologies |
57,996 | 57,478 | 56,908 | 63,494 | 235,876 | 61,273 | 62,889 | 68,648 | 192,810 | |||||||||||||||||||||||||||
Total |
175,647 | 164,535 | 144,327 | 158,113 | 642,622 | 146,269 | 168,005 | 177,577 | 491,851 | |||||||||||||||||||||||||||
* ADJUSTED OPERATING MARGIN |
||||||||||||||||||||||||||||||||||||
Energy |
18.1 | % | 12.3 | % | 10.9 | % | 3.0 | % | 11.7 | % | 3.5 | % | 8.3 | % | 11.1 | % | 8.1 | % | ||||||||||||||||||
Aerospace |
15.4 | % | 16.2 | % | 13.2 | % | 14.7 | % | 14.9 | % | 13.2 | % | 14.6 | % | 9.6 | % | 12.5 | % | ||||||||||||||||||
Flow Technologies |
11.6 | % | 9.5 | % | 10.9 | % | 11.7 | % | 11.0 | % | 10.2 | % | 10.1 | % | 13.1 | % | 11.2 | % | ||||||||||||||||||
Segment operating margin |
15.5 | % | 12.1 | % | 11.3 | % | 8.6 | % | 12.0 | % | 8.1 | % | 10.0 | % | 11.7 | % | 10.1 | % | ||||||||||||||||||
Corporate expenses |
-3.1 | % | -3.4 | % | -3.0 | % | -3.3 | % | -3.2 | % | -3.1 | % | -3.1 | % | -2.7 | % | -3.0 | % | ||||||||||||||||||
* Adjusted operating margin |
12.5 | % | 8.7 | % | 8.4 | % | 5.3 | % | 8.8 | % | 5.0 | % | 6.9 | % | 8.9 | % | 7.1 | % | ||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries) |
4.7 | % | 2.1 | % | 1.4 | % | 25.5 | % | 8.4 | % | -0.4 | % | 17.2 | % | 1.3 | % | 6.2 | % | ||||||||||||||||||
Impairment charges |
0.0 | % | 0.0 | % | 0.0 | % | 0.3 | % | 0.1 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||
Special charges (recoveries) |
-0.6 | % | 0.0 | % | -0.4 | % | 0.0 | % | -0.3 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||
Total operating margin |
8.4 | % | 6.6 | % | 7.4 | % | -20.6 | % | 0.6 | % | 5.4 | % | -10.3 | % | 7.6 | % | 0.8 | % | ||||||||||||||||||
* ADJUSTED OPERATING INCOME |
||||||||||||||||||||||||||||||||||||
Energy |
16,169 | 9,461 | 6,696 | 1,966 | 34,292 | 2,025 | 6,424 | 8,968 | 17,417 | |||||||||||||||||||||||||||
Aerospace |
4,372 | 4,905 | 3,461 | 4,195 | 16,933 | 3,607 | 4,067 | 2,726 | 10,400 | |||||||||||||||||||||||||||
Flow Technologies |
6,744 | 5,484 | 6,197 | 7,444 | 25,869 | 6,276 | 6,367 | 8,997 | 21,640 | |||||||||||||||||||||||||||
Segment operating income |
27,285 | 19,850 | 16,354 | 13,605 | 77,094 | 11,908 | 16,858 | 20,691 | 49,457 | |||||||||||||||||||||||||||
Corporate expenses |
(5,365 | ) | (5,589 | ) | (4,276 | ) | (5,267 | ) | (20,497 | ) | (4,607 | ) | (5,274 | ) | (4,859 | ) | (14,740 | ) | ||||||||||||||||||
* Adjusted operating income |
21,920 | 14,261 | 12,078 | 8,338 | 56,597 | 7,301 | 11,584 | 15,832 | 34,717 | |||||||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries) |
8,263 | 3,442 | 1,977 | 40,397 | 54,079 | (648 | ) | 28,908 | 2,343 | 30,603 | ||||||||||||||||||||||||||
Impairment charges |
| | | 485 | 485 | | | | | |||||||||||||||||||||||||||
Special charges (recoveries) |
(1,135 | ) | | (543 | ) | | (1,678 | ) | | | | | ||||||||||||||||||||||||
Total operating income |
14,792 | 10,819 | 10,644 | (32,544 | ) | 3,711 | 7,949 | (17,325 | ) | 13,490 | 4,115 | |||||||||||||||||||||||||
INTEREST EXPENSE, NET |
(32 | ) | (41 | ) | (394 | ) | (602 | ) | (1,069 | ) | (554 | ) | (586 | ) | (734 | ) | (1,874 | ) | ||||||||||||||||||
OTHER (EXPENSE) INCOME, NET |
183 | 267 | 959 | (967 | ) | 442 | 51 | (258 | ) | 853 | 646 | |||||||||||||||||||||||||
PRETAX INCOME (LOSS) |
14,943 | 11,045 | 11,209 | (34,113 | ) | 3,084 | 7,446 | (18,169 | ) | 13,609 | 2,886 | |||||||||||||||||||||||||
(PROVISION) BENEFIT FOR INCOME TAXES |
(4,483 | ) | (3,313 | ) | (2,804 | ) | 13,386 | 2,786 | (1,713 | ) | 6,928 | (3,210 | ) | 2,005 | ||||||||||||||||||||||
EFFECTIVE TAX RATE |
30.0 | % | 30.0 | % | 25.0 | % | 39.2 | % | -90.3 | % | 23.0 | % | 38.1 | % | 23.6 | % | -69.5 | % | ||||||||||||||||||
NET (LOSS) INCOME |
$ | 10,460 | $ | 7,732 | $ | 8,405 | $ | (20,727 | ) | $ | 5,870 | $ | 5,733 | $ | (11,241 | ) | $ | 10,399 | $ | 4,892 | ||||||||||||||||
Weighted Average Common Shares Outstanding (Diluted) |
17,014 | 17,066 | 17,116 | 17,033 | 17,111 | 17,193 | 17,109 | 17,258 | 17,238 | |||||||||||||||||||||||||||
EARNINGS PER COMMON SHARE (Diluted) |
$ | 0.61 | $ | 0.45 | $ | 0.49 | $ | (1.22 | ) | $ | 0.34 | $ | 0.33 | $ | (0.66 | ) | $ | 0.60 | $ | 0.28 | ||||||||||||||||
EBIT |
$ | 14,975 | $ | 11,086 | $ | 11,603 | $ | (33,511 | ) | $ | 4,153 | $ | 8,000 | $ | (17,583 | ) | $ | 14,343 | $ | 4,761 | ||||||||||||||||
Depreciation |
2,839 | 3,245 | 3,536 | 3,687 | 13,307 | 3,228 | 3,115 | 3,166 | 9,509 | |||||||||||||||||||||||||||
Amortization of intangibles |
622 | 627 | 707 | 1,078 | 3,034 | 979 | 964 | 1,122 | 3,064 | |||||||||||||||||||||||||||
EBITDA |
$ | 18,436 | $ | 14,958 | $ | 15,846 | $ | (28,746 | ) | $ | 20,494 | $ | 12,207 | $ | (13,504 | ) | $ | 18,631 | $ | 17,334 | ||||||||||||||||
EBITDA AS A PERCENT OF SALES |
10.5 | % | 9.1 | % | 11.0 | % | -18.2 | % | 3.2 | % | 8.3 | % | -8.0 | % | 10.5 | % | 3.5 | % | ||||||||||||||||||
CAPITAL EXPENDITURES |
$ | 2,576 | $ | 1,925 | $ | 1,605 | $ | 4,926 | $ | 11,032 | $ | 3,606 | $ | 4,580 | $ | 3,213 | $ | 11,400 | ||||||||||||||||||
* | Adjusted Operating Income & Margin excludes Special, Impairment, and Leslie asbestos and bankruptcy charges |
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED
GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
(in thousands)
UNAUDITED
2009 | 2010 | |||||||||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | YTD | 1ST QTR | 2ND QTR | 3RD QTR | YTD | ||||||||||||||||||||||||||||
FREE CASH FLOW [NET CASH FLOW FROM OPERATING ACTIVITIES LESS CAPITAL EXPENDITURES LESS DIVIDENDS PAID] |
$ | (7,928 | ) | $ | 17,882 | $ | 11,241 | $ | 11,757 | $ | 32,952 | $ | (7,019 | ) | $ | 11,947 | $ | (3,566 | ) | $ | 1,361 | |||||||||||||||
ADD: Capital expenditures |
2,576 | 1,925 | 1,605 | 4,926 | 11,032 | 3,606 | 4,580 | 3,213 | 11,400 | |||||||||||||||||||||||||||
Dividends paid |
657 | 637 | 636 | 638 | 2,568 | 639 | 640 | 703 | 1,982 | |||||||||||||||||||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
$ | (4,695 | ) | $ | 20,444 | $ | 13,482 | $ | 17,321 | $ | 46,552 | $ | (2,774 | ) | $ | 17,167 | $ | 350 | $ | 14,743 | ||||||||||||||||
NET (CASH) DEBT [TOTAL DEBT LESS CASH & CASH EQUIVALENTS LESS INVESTMENTS] |
$ | (49,519 | ) | $ | (69,331 | ) | $ | (77,081 | ) | $ | (60,369 | ) | $ | (60,369 | ) | $ | (52,713 | ) | $ | (55,976 | ) | $ | (26,225 | ) | $ | (26,225 | ) | |||||||||
ADD: |
||||||||||||||||||||||||||||||||||||
Cash & cash equivalents |
36,113 | 33,038 | 83,708 | 46,350 | 46,350 | 37,812 | 60,857 | 68,526 | 68,526 | |||||||||||||||||||||||||||
Investments |
36,991 | 48,344 | 3,023 | 21,498 | 21,498 | 22,412 | 94 | 97 | 97 | |||||||||||||||||||||||||||
TOTAL DEBT |
$ | 23,585 | $ | 12,051 | $ | 9,650 | $ | 7,479 | $ | 7,479 | $ | 7,511 | $ | 4,975 | $ | 42,398 | $ | 42,398 | ||||||||||||||||||
DEBT AS % OF EQUITY |
7 | % | 3 | % | 3 | % | 2 | % | 2 | % | 2 | % | 2 | % | 12 | % | 12 | % | ||||||||||||||||||
TOTAL DEBT |
23,585 | 12,051 | 9,650 | 7,479 | 7,479 | 7,511 | 4,975 | 42,398 | 42,398 | |||||||||||||||||||||||||||
TOTAL SHAREHOLDERS EQUITY |
341,860 | 357,596 | 371,728 | 350,408 | 350,408 | 349,244 | 324,128 | 351,719 | 351,719 | |||||||||||||||||||||||||||
EBIT [NET INCOME LESS INCOME TAXES LESS INTEREST EXPENSE, NET] |
$ | 14,975 | $ | 11,086 | $ | 11,603 | $ | (33,511 | ) | $ | 4,153 | $ | 8,000 | $ | (17,583 | ) | $ | 14,343 | $ | 4,760 | ||||||||||||||||
LESS: |
||||||||||||||||||||||||||||||||||||
Interest expense, net |
(32 | ) | (41 | ) | (394 | ) | (602 | ) | (1,069 | ) | (554 | ) | (586 | ) | (734 | ) | (1,874 | ) | ||||||||||||||||||
Provision for income taxes |
(4,483 | ) | (3,313 | ) | (2,804 | ) | 13,386 | 2,786 | (1,713 | ) | 6,928 | (3,210 | ) | 2,005 | ||||||||||||||||||||||
NET INCOME |
$ | 10,460 | $ | 7,732 | $ | 8,405 | $ | (20,727 | ) | $ | 5,870 | $ | 5,733 | $ | (11,241 | ) | $ | 10,399 | $ | 4,892 | ||||||||||||||||
EBITDA [NET INCOME LESS INTEREST EXPENSE, NET, LESS DEPRECIATION LESS AMORTIZATION LESS INCOME LESS DEPRECIATION LESS AMORTIZATION LESS INCOME TAXES] TAXES] |
$ | 18,436 | $ | 14,958 | $ | 15,846 | $ | (28,746 | ) | $ | 20,494 | $ | 12,207 | $ | (13,504 | ) | $ | 18,631 | $ | 17,334 | ||||||||||||||||
LESS: |
||||||||||||||||||||||||||||||||||||
Interest expense, net |
(32 | ) | (41 | ) | (394 | ) | (602 | ) | (1,069 | ) | (554 | ) | (586 | ) | (734 | ) | (1,874 | ) | ||||||||||||||||||
Depreciation |
(2,839 | ) | (3,245 | ) | (3,536 | ) | (3,687 | ) | (13,307 | ) | (3,228 | ) | (3,115 | ) | (3,166 | ) | (9,509 | ) | ||||||||||||||||||
Amortization |
(622 | ) | (627 | ) | (707 | ) | (1,078 | ) | (3,034 | ) | (979 | ) | (964 | ) | (1,122 | ) | (3,065 | ) | ||||||||||||||||||
Provision for income taxes |
(4,483 | ) | (3,313 | ) | (2,804 | ) | 13,386 | 2,786 | (1,713 | ) | 6,928 | (3,210 | ) | 2,005 | ||||||||||||||||||||||
NET INCOME |
$ | 10,460 | $ | 7,732 | $ | 8,405 | $ | (20,727 | ) | $ | 5,870 | $ | 5,733 | $ | (11,241 | ) | $ | 10,399 | $ | 4,891 | ||||||||||||||||
ADJUSTED INCOME [NET INCOME EXCLUDING SPECIAL, IMPAIRMENT, AND LESLIE ASBESTOS AND BANKRUPTCY CHARGES, NET OF TAX] |
$ | 15,037 | $ | 9,969 | $ | 9,285 | $ | 5,826 | $ | 40,117 | $ | 5,312 | $ | 7,549 | $ | 11,922 | $ | 24,784 | ||||||||||||||||||
LESS: |
||||||||||||||||||||||||||||||||||||
Special charges (recoveries), net of tax |
(794 | ) | | (405 | ) | | (1,199 | ) | | | | | ||||||||||||||||||||||||
Impairment charges |
| | | 295 | 295 | |||||||||||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries), net of tax |
5,371 | 2,237 | 1,285 | 26,258 | 35,151 | (421 | ) | 18,790 | 1,523 | 19,892 | ||||||||||||||||||||||||||
NET INCOME |
$ | 10,460 | $ | 7,732 | $ | 8,405 | $ | (20,727 | ) | $ | 5,870 | $ | 5,733 | $ | (11,241 | ) | $ | 10,399 | $ | 4,892 | ||||||||||||||||
ADJUSTED WEIGHTED AVERAGE SHARES |
N/A | N/A | N/A | 17,140 | N/A | N/A | 17,109 | N/A | 17,095 | |||||||||||||||||||||||||||
Adjustment for anti-dilutive conversion of shares |
| | | 107 | | | 153 | | 143 | |||||||||||||||||||||||||||
Weighted average common shares outstanding (diluted) |
17,014 | 17,066 | 17,116 | 17,033 | 17,111 | 17,193 | 17,262 | 17,258 | 17,238 | |||||||||||||||||||||||||||
ADJUSTED EARNINGS PER SHARE [EPS EXCLUDING SPECIAL, IMPAIRMENT, AND LESLIE ASBESTOS AND BANKRUPTCY CHARGES, NET OF TAX] |
$ | 0.88 | $ | 0.58 | $ | 0.54 | $ | 0.34 | $ | 2.34 | $ | 0.31 | $ | 0.44 | $ | 0.69 | $ | 1.45 | ||||||||||||||||||
LESS: Special charges (recoveries), net of tax impact on EPS |
$ | (0.05 | ) | $ | | $ | (0.02 | ) | $ | | $ | (0.07 | ) | $ | | $ | | $ | | $ | | |||||||||||||||
Impairment charges |
$ | | $ | | $ | | $ | 0.02 | $ | 0.02 | ||||||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries), net of tax impact on EPS |
$ | 0.32 | $ | 0.13 | $ | 0.08 | $ | 1.54 | $ | 2.05 | $ | (0.02 | ) | $ | 1.10 | $ | 0.09 | $ | 1.16 | |||||||||||||||||
EARNINGS PER COMMON SHARE (Diluted) |
$ | 0.61 | $ | 0.45 | $ | 0.49 | $ | (1.22 | ) | $ | 0.34 | $ | 0.33 | $ | (0.66 | ) | $ | 0.60 | $ | 0.28 | ||||||||||||||||
CIRCOR INTERNATIONAL, INC
Leslie Controls Asbestos Items
(in thousands, except case information)
2009 | 2010 | |||||||||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | YTD | 1ST QTR | 2ND QTR | 3RD QTR | YTD | ||||||||||||||||||||||||||||
Quarterly Case Rollforward |
||||||||||||||||||||||||||||||||||||
Beginning open cases |
968 | 1,103 | 1,158 | 1,143 | 968 | 1,104 | 1,150 | 1,214 | 1,104 | |||||||||||||||||||||||||||
Cases filed |
222 | 203 | 131 | 131 | 687 | 150 | 169 | 132 | 451 | |||||||||||||||||||||||||||
Cases resolved and dismissed |
(87 | ) | (148 | ) | (146 | ) | (170 | ) | (551 | ) | (104 | ) | (105 | ) | (6 | ) | (215 | ) | ||||||||||||||||||
Ending open cases |
1,103 | 1,158 | 1,143 | 1,104 | 1,104 | 1,150 | 1,214 | 1,340 | 1,340 | |||||||||||||||||||||||||||
Ending open mesothelioma cases |
578 | 584 | 612 | 597 | 597 | 623 | 672 | 713 | 713 | |||||||||||||||||||||||||||
Income Statement Amounts |
||||||||||||||||||||||||||||||||||||
Indemnity costs accrued (cases filed) |
$ | 4,602 | $ | 2,109 | $ | 1,140 | $ | 39,810 | $ | 47,661 | $ | 699 | $ | 1,797 | $ | | $ | 2,496 | ||||||||||||||||||
Adverse verdict costs (recoveries) |
90 | 97 | 95 | (1,308 | ) | (1,026 | ) | 65 | (2,455 | ) | | (2,390 | ) | |||||||||||||||||||||||
Defense costs incurred |
3,166 | 3,275 | 3,009 | 2,862 | 12,312 | 3,731 | 3,435 | 16 | 7,182 | |||||||||||||||||||||||||||
Insurance recoveries adjustment |
2,069 | | | | 2,069 | (3,652 | ) | | | (3,652 | ) | |||||||||||||||||||||||||
Insurance recoveries accrued |
(1,664 | ) | (2,039 | ) | (2,268 | ) | (966 | ) | (6,937 | ) | (1,491 | ) | (1,135 | ) | | (2,626 | ) | |||||||||||||||||||
Leslie Bankruptcy related charges, net |
| | | | | | 27,266 | 2,327 | 29,593 | |||||||||||||||||||||||||||
Net pre-tax Leslie asbestos and bankruptcy expense (recovery) |
$ | 8,263 | $ | 3,442 | $ | 1,976 | $ | 40,398 | $ | 54,079 | $ | (648 | ) | $ | 28,908 | $ | 2,343 | $ | 30,603 | |||||||||||||||||
Balance Sheet Amounts |
||||||||||||||||||||||||||||||||||||
Bankruptcy and indemnity liability |
$ | 20,781 | $ | 19,849 | $ | 20,060 | $ | 57,716 | $ | 57,732 | $ | 78,976 | $ | 78,067 | ||||||||||||||||||||||
Incurred defense cost liability |
4,212 | 5,169 | 3,615 | 2,544 | 2,099 | 3,455 | 1,997 | |||||||||||||||||||||||||||||
Insurance recoveries receivable |
(9,088 | ) | (7,426 | ) | (6,485 | ) | (4,614 | ) | (7,997 | ) | (1,180 | ) | (194 | ) | ||||||||||||||||||||||
Net Leslie asbestos liability |
$ | 15,905 | $ | 17,592 | $ | 17,190 | $ | 55,646 | $ | 51,834 | $ | 81,251 | $ | 79,870 | ||||||||||||||||||||||
CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF FUTURE PERFORMANCE MEASURES TO COMMONLY
USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
UNAUDITED
4TH QTR 2010 | ||||||||
Low | High | |||||||
EXPECTED ADJUSTED EARNINGS PER SHARE [EPS EXCLUDING SPECIAL, IMPAIRMENT, AND LESLIE ASBESTOS AND BANKRUPTCY CHARGES, NET OF TAX] |
$ | 0.50 | $ | 0.63 | ||||
LESS: |
||||||||
Expected special charges (recoveries), net of tax impact on EPS |
$ | | $ | | ||||
Expected impairment charges, net of tax impact on EPS |
$ | | $ | | ||||
Expected Leslie asbestos and bankruptcy charges, net of tax impact on EPS |
$ | 0.06 | $ | 0.06 | ||||
EXPECTED EARNINGS PER COMMON SHARE (Diluted) |
$ | 0.44 | $ | 0.57 | ||||
EXHIBIT 99.2
PRESS RELEASE
CIRCOR International Announces Filing of Universal
Shelf Registration Statement
Burlington, MA November 4, 2010 CIRCOR International, Inc. (NYSE: CIR), a provider of valves and other highly engineered products and subsystems that control the flow of fluids safely and efficiently in the aerospace, energy and industrial markets, today announced the filing of a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (the SEC). The offering of securities covered by the shelf registration statement is designed to provide the Company with greater flexibility to take advantage of financing opportunities, acquisitions, and other business opportunities when and if such opportunities arise, subject to market conditions and the capital requirements of the Company.
If and when the shelf registration statement is declared effective, it will permit the Company from time to time, to offer and sell up to $400 million of common stock, preferred stock, debt securities, warrants to purchase any such securities, units comprised of any such securities, or any combination thereof in one or more future public offerings. The actual amount and type of securities, or combination of securities, and the terms of those securities, will be determined at the time of sale, if such sale occurs. As of the date of this release, the Company has no specific plans to offer the securities covered by the registration statement, and is not required to offer the securities in the future.
The terms of any offering under the registration statement will be established at the time of the offering and will be described in a prospectus supplement filed with the SEC at the time of the offering. Once declared effective by the SEC, the registration statement would remain in place for a period of three years. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About CIRCOR International, Inc. CIRCOR International, Inc. designs, manufactures and markets valves and other highly engineered products and subsystems that control the flow of fluids safely and efficiently in the aerospace, energy and industrial markets. With more than 9,000 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCORs culture, built on the CIRCOR Business System, is defined by the Companys commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Companys strategy includes growing organically by investing in new, differentiated products; adding value to component products; and increasing the development of mission-critical subsystems and solutions. CIRCOR also plans to leverage its strong balance sheet to acquire strategically complementary businesses. For more information, visit the Companys investor relations web site at http://investors.circor.com.
Contact:
Frederic M. Burditt
Chief Financial Officer
CIRCOR International
(781) 270-1200