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): July 31, 2012
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-14962 | 04-3477276 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
30 CORPORATE DRIVE, SUITE 200
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(781) 270-1200
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 August 2, 2012, the Company announced its financial results for the three months ended July 1, 2012. 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) 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 Leslie asbestos and bankruptcy charges), and adjusted EPS (defined as earnings per common share, excluding Leslie asbestos and bankruptcy charges, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 31, 2012, the Board of Directors of Circor International, Inc. (the “Company”) accepted the recommendation of its Nominating and Corporate Governance Committee and appointed Norman E. Johnson to the Company's Board of Directors. At the same time, the Board of Directors accepted the decision by Thomas E. Naugle to retire from the Board due to family priorities. Mr. Johnson will serve as a Class I director of the Company and will also serve on the Board's Nominating and Corporate Governance Committee.
In connection with his appointment to the Board of Directors, Mr. Johnson will be awarded Restricted Stock Units equal to $50,000 calculated based on the closing price of the Company's common stock on August 3, 2012. In addition, Mr. Johnson will receive the same compensation as other non-employee directors of the Company.
Mr. Johnson and the Company also entered into the Company's standard indemnification
agreement, which has been previously entered into with each of the Company's directors and executive officers and the form of which has been filed with the Securities and Exchange Commission.
On July 31, 2012, the Company issued a press release regarding Mr. Johnson's appointment to the Board of Directors as well as Mr. Naugle's retirement from the Board. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. | |
Exhibit No. | Description | |
99.1 | Press Release regarding Earnings, Dated August 2, 2012 | |
99.2 | Press Release regarding Election of Director, Dated July 31, 2012 | |
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: August 2, 2012 CIRCOR INTERNATIONAL, INC.
_/s/ Frederic M. Burditt____________________
By: Frederic M. Burditt
Title: | Vice President and Chief Financial Officer |
EXHIBIT 99.1
PRESS RELEASE
CIRCOR International Reports Second-Quarter 2012 Financial Results
Strong EPS of $0.64, Up 49% YOY
Revenues Grow 15% YOY
Energy Business Outperforms with Solid Revenue, Margin Expansion and Order Growth
Burlington, MA - August 2, 2012 - CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for the energy, aerospace and industrial markets, today announced financial results for the second quarter ended July 1, 2012.
“We performed well in the second quarter and were especially pleased with the operational improvements and margin expansion achieved by our teams in our Energy and Flow Technologies segments,” said Chairman and Chief Executive Officer Bill Higgins. “Our strong second-quarter earnings growth was driven by Energy segment operating margins as both our North American short-cycle and international project businesses exhibited strong operational performance. Overall bookings were up year over year as a result of a significant increase in Energy orders led by a second straight quarter of strong international projects bookings, which bodes well for 2013.”
Consolidated Results
Revenues for the second quarter of 2012 were $219.9 million, a 15% increase from $191.9 million in the second quarter of 2011. Net income for the second quarter of 2012 was $11.1 million, or $0.64 per diluted share, compared with net income of $7.5 million, or $0.43 per diluted share, for the second quarter of 2011.
Consolidated adjusted operating earnings were $18.5 million for the second quarter of 2012 compared with $12.4 million in the second quarter of 2011, an increase of 49%.
The Company received orders totaling $227.3 million during the second quarter of 2012, an increase of 6% compared with the second quarter of 2011. The increase was driven primarily by the Energy segment and was partially offset by weakness in Flow Technologies' LED equipment and Aerospace's landing gear aftermarket. Backlog as of July 1, 2012 was $422.3 million, down 4% from backlog of $442.0 million at July 3, 2011, primarily due to foreign currency changes.
During the second quarter of 2012, the Company generated $5.1 million of free cash flow (defined as net cash from operating activities less capital expenditures). This compares with $77.2 million of free cash flow used in the second quarter of 2011, which included the payment of $76.6 million in April 2011 to fund the Leslie Controls Bankruptcy Trust.
Energy
Energy segment revenues increased 38% to $113.5 million for the second quarter of 2012 from $82.0 million for the second quarter of 2011 due to organic growth across most markets of 46%, partially offset by a negative foreign currency impact of 8%.
Incoming orders for the second quarter of 2012 were $128.2 million, an increase of 24% year-over-year due to strength in almost all markets led by international project orders. Ending backlog totaled $197.4
million, a decrease of 13% year-over-year primarily the result of shipments of large pipeline projects booked in 2010 and the impact of unfavorable foreign currency fluctuations related to the large international project business.
For the second quarter of 2012, the Energy segment adjusted operating margin of 11.1% was up from 5.3% in the second quarter of 2011, primarily due to the significant volume increase and the associated leverage as well as improved pricing in large international projects, partially offset by increased expenses in Brazil as the Company invests in this new geographic region.
Aerospace
Aerospace segment revenues of $35.9 million for the second quarter of 2012 were in-line with the second quarter of 2011. The Aerospace segment revenues grew 4% organically, which was offset by a negative foreign currency impact of 4%.
Incoming orders for the second quarter of 2012 were $28.5 million, a decrease of 15% year-over-year primarily due to weak landing gear aftermarket orders. Ending backlog totaled $150.6 million, an increase of 13% year-over-year due to both military and commercial markets.
The Aerospace segment's adjusted operating margin was 8.8% for the second quarter of 2012, down from 11.2% in the second quarter of 2011. Adjusted operating margin decreased primarily due to increased expenses for product development and manufacturing capabilities, which were partially offset by higher volumes and favorable product mix.
Flow Technologies
Flow Technologies segment revenues decreased 5% to $70.4 million for the second quarter of 2012 from $73.9 million in the second quarter of 2011. Second-quarter 2012 Flow Technologies segment revenues reflected an organic decline of 2% due to lower LED equipment shipments and a negative foreign currency impact of 3%.
Incoming orders for the Flow Technologies segment were $70.6 million for the second quarter of 2012, a decrease of 8% year-over-year, driven by the soft LED equipment market offsetting an average 3% growth across the other markets. Ending backlog totaled $74.3 million, a decrease of 11% year-over-year driven by lower LED equipment and navy orders.
The segment's adjusted operating margin for the second quarter of 2012 was 12.8%, an increase from 12.4% in the second quarter of 2011.
Financial Outlook
CIRCOR currently expects revenues for the third quarter of 2012 in the range of $200 million to $210 million. Earnings are expected to be in the range of $0.48 to $0.60 per diluted share. CIRCOR's guidance for earnings per share assumes a 28% tax rate and that exchange rates remain at present levels. These Q3 revenue estimates are slightly lower on a sequential basis due to the timing of Energy projects and the seasonality in Aerospace and other Europe-based businesses due to summer holiday shutdowns.
“Looking ahead, we continue to be excited about our prospects for growth and profitability,” said Higgins. “We are in great markets, we are well positioned to grow revenue both organically and through acquisitions, and we have an aggressive plan to increase margins and enhance shareholder value.”
Conference Call Information
CIRCOR International will hold a conference call to review its financial results today, August 2, 2012, 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 Company's 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 Company's 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 CIRCOR's future performance, including third-quarter revenue and earnings guidance. 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 for the energy, aerospace and industrial markets. With more than 7,500 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCOR's culture, built on the CIRCOR Business System, is defined by the Company's commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Company's 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 Company's 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 STATEMENT OF OPERATIONS (in thousands, except per share data) UNAUDITED | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 1, 2012 | July 3, 2011 | July 1, 2012 | July 3, 2011 | ||||||||||||
Net revenues | $ | 219,862 | $ | 191,908 | $ | 434,142 | $ | 395,278 | |||||||
Cost of revenues | 156,046 | 137,302 | 311,714 | 284,444 | |||||||||||
GROSS PROFIT | 63,816 | 54,606 | 122,428 | 110,834 | |||||||||||
Selling, general and administrative expenses | 45,337 | 42,180 | 90,249 | 84,635 | |||||||||||
Leslie asbestos and bankruptcy (recoveries) charges, net | — | (124 | ) | — | 877 | ||||||||||
OPERATING INCOME | 18,479 | 12,550 | 32,179 | 25,322 | |||||||||||
Other (income) expense: | |||||||||||||||
Interest income | (78 | ) | (54 | ) | (161 | ) | (97 | ) | |||||||
Interest expense | 1,095 | 1,286 | 2,259 | 2,102 | |||||||||||
Other, net | 184 | 560 | 322 | 1,476 | |||||||||||
TOTAL OTHER EXPENSE | 1,201 | 1,792 | 2,420 | 3,481 | |||||||||||
INCOME BEFORE INCOME TAXES | 17,278 | 10,758 | 29,759 | 21,841 | |||||||||||
Provision for income taxes | 6,142 | 3,261 | 10,038 | 6,439 | |||||||||||
NET INCOME | $ | 11,136 | $ | 7,497 | $ | 19,721 | $ | 15,402 | |||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.64 | $ | 0.43 | $ | 1.14 | $ | 0.90 | |||||||
Diluted | $ | 0.64 | $ | 0.43 | $ | 1.13 | $ | 0.88 | |||||||
Weighted average number of common shares outstanding: | |||||||||||||||
Basic | 17,422 | 17,251 | 17,369 | 17,206 | |||||||||||
Diluted | 17,451 | 17,434 | 17,421 | 17,406 | |||||||||||
CIRCOR INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (UNAUDITED) | |||||||
Six Months Ended | |||||||
July 1, 2012 | July 3, 2011 | ||||||
OPERATING ACTIVITIES | |||||||
Net income | $ | 19,721 | $ | 15,402 | |||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation | 7,833 | 7,496 | |||||
Amortization | 1,887 | 2,196 | |||||
Payment for Leslie bankruptcy settlement | (1,000 | ) | (76,625 | ) | |||
Compensation expense of share-based plans | 2,317 | 1,960 | |||||
Tax effect of share-based compensation | 499 | (637 | ) | ||||
Loss (gain) on disposal of property, plant and equipment | 133 | (39 | ) | ||||
Changes in operating assets and liabilities, net of effects from business acquisitions: | |||||||
Trade accounts receivable | (6,312 | ) | (5,790 | ) | |||
Inventories | (5,340 | ) | (34,236 | ) | |||
Prepaid expenses and other assets | (1,408 | ) | (5,836 | ) | |||
Accounts payable, accrued expenses and other liabilities | (9,559 | ) | 26,853 | ||||
Net cash provided by (used in) operating activities | 8,771 | (69,256 | ) | ||||
INVESTING ACTIVITIES | |||||||
Additions to property, plant and equipment | (10,783 | ) | (7,463 | ) | |||
Proceeds from the sale of property, plant and equipment | 31 | 50 | |||||
Purchase of investments | — | (2 | ) | ||||
Business acquisitions, net of cash acquired | — | (20,221 | ) | ||||
Net cash used in investing activities | (10,752 | ) | (27,636 | ) | |||
FINANCING ACTIVITIES | |||||||
Proceeds from long-term debt | 108,943 | 201,087 | |||||
Payments of long-term debt | (117,944 | ) | (101,994 | ) | |||
Debt issuance costs | — | (2,001 | ) | ||||
Dividends paid | (1,331 | ) | (1,325 | ) | |||
Proceeds from the exercise of stock options | 94 | 476 | |||||
Tax effect of share-based compensation | (499 | ) | 637 | ||||
Net cash (used in) provided by financing activities | (10,737 | ) | 96,880 | ||||
Effect of exchange rate changes on cash and cash equivalents | (723 | ) | 2,562 | ||||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (13,441 | ) | 2,550 | ||||
Cash and cash equivalents at beginning of period | 54,855 | 45,752 | |||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 41,414 | $ | 48,302 | |||
CIRCOR INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) UNAUDITED | |||||||
July 1, 2012 | December 31, 2011 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 41,414 | $ | 54,855 | |||
Short-term investments | 98 | 99 | |||||
Trade accounts receivable, less allowance for doubtful accounts of $1,231 and $1,127, respectively | 160,012 | 156,075 | |||||
Inventories | 206,247 | 203,777 | |||||
Prepaid expenses and other current assets | 15,498 | 12,376 | |||||
Deferred income tax asset | 15,623 | 16,320 | |||||
Assets held for sale | 542 | 542 | |||||
Total Current Assets | 439,434 | 444,044 | |||||
PROPERTY, PLANT AND EQUIPMENT, NET | 105,252 | 104,434 | |||||
OTHER ASSETS: | |||||||
Goodwill | 76,285 | 77,829 | |||||
Intangibles, net | 55,974 | 58,442 | |||||
Deferred income tax asset | 25,381 | 27,949 | |||||
Other assets | 10,051 | 9,825 | |||||
TOTAL ASSETS | $ | 712,377 | $ | 722,523 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Accounts payable | $ | 93,625 | $ | 92,493 | |||
Accrued expenses and other current liabilities | 55,269 | 63,386 | |||||
Accrued compensation and benefits | 22,154 | 24,328 | |||||
Asbestos liability | — | 1,000 | |||||
Income taxes payable | 3,018 | 5,553 | |||||
Notes payable and current portion of long-term debt | 6,366 | 8,796 | |||||
Total Current Liabilities | 180,432 | 195,556 | |||||
LONG-TERM DEBT, NET OF CURRENT PORTION | 89,522 | 96,327 | |||||
DEFERRED INCOME TAXES | 10,618 | 11,284 | |||||
OTHER NON-CURRENT LIABILITIES | 33,848 | 35,271 | |||||
CONTINGENCIES AND COMMITMENTS (See Note 10) | |||||||
SHAREHOLDERS’ EQUITY: | |||||||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
Common stock, $0.01 par value; 29,000,000 shares authorized; 17,405,140 and 17,268,212 shares issued and outstanding at July 1, 2012 and December 31, 2011, respectively | 174 | 173 | |||||
Additional paid-in capital | 260,556 | 258,209 | |||||
Retained earnings | 148,765 | 130,373 | |||||
Accumulated other comprehensive loss | (11,538 | ) | (4,670 | ) | |||
Total Shareholders’ Equity | 397,957 | 384,085 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 712,377 | $ | 722,523 | |||
CIRCOR INTERNATIONAL, INC. SUMMARY OF ORDERS AND BACKLOG (in millions) UNAUDITED | |||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
July 1, 2012 | July 3, 2011 | July 1, 2012 | July 3, 2011 | ||||||||||||
ORDERS (1) | |||||||||||||||
Energy | $ | 128.2 | $ | 103.2 | $ | 263.9 | $ | 217.0 | |||||||
Aerospace | 28.5 | 33.4 | 68.7 | 66.3 | |||||||||||
Flow Technologies | 70.6 | 76.8 | 143.4 | 151.7 | |||||||||||
Total orders | $ | 227.3 | $ | 213.4 | $ | 476.0 | $ | 435.0 | |||||||
BACKLOG (2) | July 1, 2012 | July 3, 2011 | |||||||||||||
Energy | $ | 197.4 | $ | 225.7 | |||||||||||
Aerospace | 150.6 | 133.1 | |||||||||||||
Flow Technologies | 74.3 | 83.2 | |||||||||||||
Total backlog | $ | 422.3 | $ | 442.0 | |||||||||||
Note 1: Orders do not include the foreign exchange impact due to the re-measurement of customer order backlog amounts denominated in foreign currencies. | |||||||||||||||
Note 2: Backlog includes all unshipped customer orders. | |||||||||||||||
CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except earnings per share) UNAUDITED | |||||||||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | TOTAL | ||||||||||||||||||||||||
NET REVENUES | |||||||||||||||||||||||||||||||
Energy | $ | 99,170 | $ | 81,994 | $ | 103,300 | $ | 110,228 | $ | 394,692 | $ | 109,264 | $ | 113,527 | $ | 222,791 | |||||||||||||||
Aerospace | 32,110 | 36,029 | 32,681 | 36,017 | 136,837 | 38,085 | 35,896 | 73,981 | |||||||||||||||||||||||
Flow Technologies | 72,090 | 73,885 | 73,980 | 70,865 | 290,820 | 66,931 | 70,439 | 137,370 | |||||||||||||||||||||||
Total | 203,370 | 191,908 | 209,961 | 217,110 | 822,349 | 214,280 | 219,862 | 434,142 | |||||||||||||||||||||||
* ADJUSTED OPERATING MARGIN | |||||||||||||||||||||||||||||||
Energy | 6.4 | % | 5.3 | % | 7.2 | % | 8.4 | % | 7.0 | % | 8.2 | % | 11.1 | % | 9.7 | % | |||||||||||||||
Aerospace | 11.6 | % | 11.2 | % | 5.6 | % | 8.6 | % | 9.3 | % | 10.8 | % | 8.8 | % | 9.8 | % | |||||||||||||||
Flow Technologies | 13.7 | % | 12.4 | % | 13.6 | % | 12.9 | % | 13.1 | % | 11.3 | % | 12.8 | % | 12.1 | % | |||||||||||||||
Segment operating margin | 9.8 | % | 9.1 | % | 9.2 | % | 9.9 | % | 9.5 | % | 9.6 | % | 11.3 | % | 10.5 | % | |||||||||||||||
Corporate expenses | (3.0 | )% | (2.7 | )% | (1.7 | )% | (3.0 | )% | (2.6 | )% | (3.2 | )% | (2.9 | )% | (3.0 | )% | |||||||||||||||
* Adjusted operating margin | 6.8 | % | 6.5 | % | 7.5 | % | 6.9 | % | 6.9 | % | 6.4 | % | 8.4 | % | 7.4 | % | |||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries) | 0.5 | % | (0.1 | )% | (0.1 | )% | 0.0 | % | 0.1 | % | 0.0 | % | 0.0 | % | 0.0 | % | |||||||||||||||
Total operating margin | 6.3 | % | 6.5 | % | 7.6 | % | 6.9 | % | 6.8 | % | 6.4 | % | 8.4 | % | 7.4 | % | |||||||||||||||
* ADJUSTED OPERATING INCOME | |||||||||||||||||||||||||||||||
Energy | 6,393 | 4,373 | 7,441 | 9,225 | 27,432 | 8,928 | 12,580 | 21,508 | |||||||||||||||||||||||
Aerospace | 3,727 | 4,021 | 1,846 | 3,081 | 12,675 | 4,124 | 3,153 | 7,277 | |||||||||||||||||||||||
Flow Technologies | 9,854 | 9,133 | 10,037 | 9,171 | 38,195 | 7,587 | 9,043 | 16,630 | |||||||||||||||||||||||
Segment operating income | 19,974 | 17,527 | 19,324 | 21,477 | 78,302 | 20,639 | 24,776 | 45,415 | |||||||||||||||||||||||
Corporate expenses | (6,201 | ) | (5,100 | ) | (3,585 | ) | (6,441 | ) | (21,327 | ) | (6,939 | ) | (6,297 | ) | (13,236 | ) | |||||||||||||||
* Adjusted operating income | 13,773 | 12,427 | 15,739 | 15,036 | 56,975 | 13,700 | 18,479 | 32,179 | |||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries) | 1,001 | (124 | ) | (201 | ) | — | 676 | — | — | — | |||||||||||||||||||||
Total operating income | 12,772 | 12,550 | 15,940 | 15,036 | 56,298 | 13,700 | 18,479 | 32,179 | |||||||||||||||||||||||
CIRCOR INTERNATIONAL, INC. SUMMARY REPORT BY SEGMENT (in thousands, except earnings per share) UNAUDITED | |||||||||||||||||||||||||||||||
INTEREST EXPENSE, NET | (773 | ) | (1,232 | ) | (887 | ) | (1,039 | ) | (3,930 | ) | (1,081 | ) | (1,017 | ) | (2,098 | ) | |||||||||||||||
OTHER EXPENSE, NET | (915 | ) | (560 | ) | (354 | ) | (342 | ) | (2,171 | ) | (138 | ) | (184 | ) | (322 | ) | |||||||||||||||
PRETAX INCOME | 11,084 | 10,758 | 14,699 | 13,655 | 50,196 | 12,481 | 17,278 | 29,759 | |||||||||||||||||||||||
PROVISION FOR INCOME TAXES | (3,178 | ) | (3,261 | ) | (3,752 | ) | (3,370 | ) | (13,562 | ) | (3,896 | ) | (6,142 | ) | (10,038 | ) | |||||||||||||||
EFFECTIVE TAX RATE | 28.7 | % | 30.3 | % | 25.5 | % | 24.7 | % | 27.0 | % | 31.2 | % | 35.5 | % | 33.7 | % | |||||||||||||||
NET INCOME | $ | 7,906 | $ | 7,496 | $ | 10,947 | $ | 10,285 | $ | 36,634 | $ | 8,585 | $ | 11,136 | $ | 19,721 | |||||||||||||||
Weighted Average Common Shares Outstanding (Diluted) | 17,378 | 17,434 | 17,423 | 17,435 | 17,417 | 17,390 | 17,451 | 17,421 | |||||||||||||||||||||||
EARNINGS PER COMMON SHARE (Diluted) | $ | 0.45 | $ | 0.43 | $ | 0.63 | $ | 0.59 | $ | 2.10 | $ | 0.49 | $ | 0.64 | $ | 1.13 | |||||||||||||||
EBIT | $ | 11,857 | $ | 11,989 | $ | 15,586 | $ | 14,694 | $ | 54,125 | $ | 13,562 | $ | 18,295 | $ | 31,857 | |||||||||||||||
Depreciation | 3,575 | 3,921 | 3,770 | 3,820 | 15,085 | 4,008 | 3,825 | 7,833 | |||||||||||||||||||||||
Amortization of intangibles | 1,418 | 778 | 1,097 | 1,058 | 4,351 | 964 | 923 | 1,887 | |||||||||||||||||||||||
EBITDA | $ | 16,850 | $ | 16,687 | $ | 20,453 | $ | 19,572 | $ | 73,561 | $ | 18,534 | $ | 23,043 | $ | 41,577 | |||||||||||||||
EBITDA AS A PERCENT OF SALES | 8.3 | % | 8.7 | % | 9.7 | % | 9.0 | % | 8.9 | % | 8.6 | % | 10.5 | % | 9.6 | % | |||||||||||||||
CAPITAL EXPENDITURES | $ | 2,693 | $ | 4,770 | $ | 3,792 | $ | 6,647 | $ | 17,901 | $ | 4,122 | $ | 6,661 | $ | 10,783 | |||||||||||||||
* Adjusted Operating Income & Margin exclude Leslie asbestos and bankruptcy charges. | |||||||||||||||||||||||||||||||
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except earnings per share) UNAUDITED | |||||||||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||||||||
1ST QTR | 2ND QTR | 3RD QTR | 4TH QTR | TOTAL | 1ST QTR | 2ND QTR | TOTAL | ||||||||||||||||||||||||
FREE CASH FLOW [NET CASH FLOW FROM OPERATING ACTIVITIES LESS CAPITAL EXPENDITURES] | $ | 525 | $ | (77,244 | ) | $ | (5,214 | ) | $ | 15,199 | $ | (66,734 | ) | $ | (7,089 | ) | $ | 5,077 | $ | (2,012 | ) | ||||||||||
ADD: | |||||||||||||||||||||||||||||||
Capital Expenditures | 2,693 | 4,770 | 3,792 | 6,647 | 17,902 | 4,122 | 6,661 | 10,783 | |||||||||||||||||||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | 3,218 | $ | (72,474 | ) | $ | (1,422 | ) | $ | 21,846 | $ | (48,832 | ) | $ | (2,967 | ) | $ | 11,738 | $ | 8,771 | |||||||||||
NET DEBT (CASH) [TOTAL DEBT LESS CASH & CASH EQUIVALENTS LESS INVESTMENTS] | $ | (22,554 | ) | $ | 56,828 | $ | 64,145 | $ | 50,169 | $ | 50,169 | $ | 57,263 | $ | 54,376 | $ | 54,376 | ||||||||||||||
ADD: | |||||||||||||||||||||||||||||||
Cash & Cash Equivalents | 53,491 | 48,302 | 39,254 | 54,855 | 54,855 | 41,291 | 41,414 | 41,414 | |||||||||||||||||||||||
Investments | 99 | 107 | 98 | 99 | 99 | 101 | 98 | 98 | |||||||||||||||||||||||
TOTAL DEBT | $ | 31,036 | $ | 105,237 | $ | 103,497 | $ | 105,123 | $ | 105,123 | $ | 98,655 | $ | 95,888 | $ | 95,888 | |||||||||||||||
DEBT AS % OF EQUITY | 8 | % | 27 | % | 27 | % | 27 | % | 27 | % | 25 | % | 24 | % | 24 | % | |||||||||||||||
TOTAL DEBT | 31,036 | 105,237 | 103,497 | 105,123 | 105,123 | 98,655 | 95,888 | 95,888 | |||||||||||||||||||||||
TOTAL SHAREHOLDERS' EQUITY | 374,706 | 385,833 | 384,296 | 384,085 | 384,085 | 399,018 | 397,957 | 397,957 | |||||||||||||||||||||||
EBIT [NET INCOME LESS INCOME TAXES LESS INTEREST EXPENSE, NET] | $ | 11,857 | $ | 11,990 | $ | 15,586 | $ | 14,694 | $ | 54,127 | $ | 13,562 | $ | 18,295 | $ | 31,857 | |||||||||||||||
LESS: | |||||||||||||||||||||||||||||||
Interest expense, net | (773 | ) | (1,232 | ) | (887 | ) | (1,039 | ) | (3,931 | ) | (1,081 | ) | (1,017 | ) | (2,098 | ) | |||||||||||||||
Provision for income taxes | (3,178 | ) | (3,261 | ) | (3,752 | ) | (3,370 | ) | (13,561 | ) | (3,896 | ) | (6,142 | ) | (10,038 | ) | |||||||||||||||
NET INCOME | $ | 7,906 | $ | 7,497 | $ | 10,947 | $ | 10,285 | $ | 36,635 | $ | 8,585 | $ | 11,136 | $ | 19,721 | |||||||||||||||
CIRCOR INTERNATIONAL, INC. RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS (in thousands, except earnings per share) UNAUDITED | |||||||||||||||||||||||||||||||
EBITDA [NET INCOME LESS INTEREST EXPENSE, NET LESS DEPRECIATION LESS AMORTIZATION LESS INCOME TAXES] | $ | 16,850 | $ | 16,689 | $ | 20,453 | $ | 19,572 | $ | 73,563 | $ | 18,534 | $ | 23,043 | $ | 41,577 | |||||||||||||||
LESS: | |||||||||||||||||||||||||||||||
Interest expense, net | (773 | ) | (1,232 | ) | (887 | ) | (1,039 | ) | (3,931 | ) | (1,081 | ) | (1,017 | ) | (2,098 | ) | |||||||||||||||
Depreciation | (3,575 | ) | (3,921 | ) | (3,770 | ) | (3,820 | ) | (15,085 | ) | (4,008 | ) | (3,825 | ) | (7,833 | ) | |||||||||||||||
Amortization | (1,418 | ) | (778 | ) | (1,097 | ) | (1,058 | ) | (4,351 | ) | (964 | ) | (923 | ) | (1,887 | ) | |||||||||||||||
Provision for income taxes | (3,178 | ) | (3,261 | ) | (3,752 | ) | (3,370 | ) | (13,561 | ) | (3,896 | ) | (6,142 | ) | (10,038 | ) | |||||||||||||||
NET INCOME | $ | 7,906 | $ | 7,497 | $ | 10,947 | $ | 10,285 | $ | 36,635 | $ | 8,585 | $ | 11,136 | $ | 19,721 | |||||||||||||||
ADJUSTED INCOME [NET INCOME EXCLUDING LESLIE ASBESTOS AND BANKRUPTCY CHARGES, NET OF TAX] | $ | 8,557 | $ | 7,416 | $ | 10,816 | $ | 10,285 | $ | 37,074 | $ | 8,585 | $ | 11,136 | $ | 19,721 | |||||||||||||||
LESS: | |||||||||||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries), net of tax | 651 | (81 | ) | (131 | ) | — | 439 | — | — | — | |||||||||||||||||||||
NET INCOME | $ | 7,906 | $ | 7,497 | $ | 10,947 | $ | 10,285 | $ | 36,635 | $ | 8,585 | $ | 11,136 | $ | 19,721 | |||||||||||||||
ADJUSTED EARNINGS PER SHARE [EPS EXCLUDING LESLIE ASBESTOS AND BANKRUPTCY CHARGES, NET OF TAX] | $ | 0.49 | $ | 0.43 | $ | 0.62 | $ | 0.59 | $ | 2.13 | $ | 0.49 | $ | 0.64 | $ | 1.13 | |||||||||||||||
LESS: | |||||||||||||||||||||||||||||||
Leslie asbestos and bankruptcy charges (recoveries), net of tax impact on EPS | $ | 0.04 | $ | — | $ | (0.01 | ) | $ | — | $ | 0.03 | $ | — | $ | — | $ | — | ||||||||||||||
EARNINGS PER COMMON SHARE (Diluted) | $ | 0.45 | $ | 0.43 | $ | 0.63 | $ | 0.59 | $ | 2.10 | $ | 0.49 | $ | 0.64 | $ | 1.13 | |||||||||||||||
EXHIBIT 99.2
PRESS RELEASE
CIRCOR Appoints Norman E. Johnson to Board of Directors
Director Thomas E. Naugle Retires from Board
Burlington, MA - July 31, 2012 - CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for the energy, aerospace and industrial markets, today announced that it has appointed Norman E. Johnson as a director, effective immediately. Mr. Johnson is the Executive Chairman and former President and CEO of Clarcor, Inc. (NYSE: CLC), a global manufacturer of filtration products, services and systems. Mr. Johnson, who will serve as a Class I director with a term expiring at CIRCOR's Annual Meeting of Stockholders in 2015, succeeds Thomas E. Naugle, who has retired from the Board due to family priorities. Mr. Naugle had served as a director since October 2002.
Bill Higgins, Chairman and Chief Executive Officer of CIRCOR, said, “We are pleased to appoint Norm Johnson to the CIRCOR Board and look forward to working closely with him. Norm has a successful track record of creating shareholder value, including building Clarcor into one of the world's leading filtration companies, especially in the oil and gas markets. His industry knowledge will be a valuable asset as we continue to execute our growth strategy. I also would like to personally thank Tom Naugle for his nearly 10 years of dedicated service to the Board.”
Mr. Johnson has held multiple executive leadership positions within Clarcor during the past 22 years, including 11 years as Chairman, President and CEO (2000-2011) and five years as President and Chief Operating Officer (1995-2000). Mr. Johnson, who also serves on the Board of Schneider National, a privately-held multi-billion dollar trucking and logistics company, holds a BBA degree from the University of Iowa and an MBA degree from Drake University. He will serve on the CIRCOR Board's Nominating and Corporate Governance Committee.
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 Mr. Johnson's expected contributions to the board of directors. 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 for the energy, aerospace and industrial markets. With more than 7,500 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCOR's culture, built on the CIRCOR Business System, is defined by the Company's commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Company's 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 Company's investor relations web site at http://investors.circor.com.
Contact:
Frederic M. Burditt
Chief Financial Officer
CIRCOR International
(781) 270-1200