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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CIRCOR International Inc | NYSE:CIR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 56.00 | 0 | 01:00:00 |
DELAWARE
|
|
001-14962
|
|
04-3477276
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
file number)
|
|
(IRS employer
identification no.)
|
|
¨
|
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))
|
Emerging Growth Company
|
¨
|
|
¨
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
CIR
|
New York Stock Exchange
|
CONDENSED CONSOLIDATED STATEMENT OF LOSS
|
|
As Currently Reported
|
|
As Previously Announced
|
|
Difference
|
||||||
Selling, general and administrative expenses
|
|
69,973
|
|
|
69,719
|
|
|
(254
|
)
|
|||
Special and restructuring (recoveries) charges, net
|
|
(7,816
|
)
|
|
(3,779
|
)
|
|
(4,037
|
)
|
|||
OPERATING INCOME
|
|
11,712
|
|
|
7,929
|
|
|
(3,783
|
)
|
|||
|
|
|
|
|
|
|
||||||
LOSS (INCOME) BEFORE INCOME TAXES
|
|
446
|
|
|
(3,337
|
)
|
|
(3,783
|
)
|
|||
Provision for (benefit from) income taxes
|
|
5,079
|
|
|
5,095
|
|
|
16
|
|
|||
NET LOSS
|
|
(4,633
|
)
|
|
(8,432
|
)
|
|
(3,799
|
)
|
|||
|
|
|
|
|
|
|
||||||
Loss per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.23
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.19
|
)
|
Diluted
|
|
$
|
(0.23
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.19
|
)
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
As Currently Reported
|
|
As Previously Announced
|
|
Difference
|
|||
Goodwill
|
|
460,995
|
|
|
476,562
|
|
|
15,567
|
|
Other Assets
|
|
37,620
|
|
|
35,483
|
|
|
(2,137
|
)
|
Total Assets
|
|
1,719,334
|
|
|
1,732,764
|
|
|
13,430
|
|
|
|
|
|
|
|
|
|||
Accrued expenses and other current liabilities
|
|
99,591
|
|
|
99,771
|
|
|
180
|
|
Total Current Liabilities
|
|
249,119
|
|
|
249,299
|
|
|
180
|
|
PENSION LIABILITY, NET
|
|
148,297
|
|
|
146,854
|
|
|
(1,443
|
)
|
OTHER NON-CURRENT LIABILITIES
|
|
38,295
|
|
|
37,832
|
|
|
(463
|
)
|
SHAREHOLDERS' EQUITY
|
|
516,177
|
|
|
531,333
|
|
|
15,156
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
1,719,334
|
|
|
1,732,764
|
|
|
13,430
|
|
CONDENSED CONSOLIDTED STATEMENT OF CASH FLOWS
|
As Currently Reported
|
|
As Previously Announced
|
|
Difference
|
|||
Operating Activities
|
|
|
|
|
|
|||
Net Loss
|
(4,633
|
)
|
|
(8,432
|
)
|
|
(3,799
|
)
|
Amortization
|
12,836
|
|
|
12,906
|
|
|
70
|
|
Loss on write down of inventory
|
3,368
|
|
|
3,043
|
|
|
(325
|
)
|
Amortization of debt issuance costs
|
1,010
|
|
|
—
|
|
|
(1,010
|
)
|
Loss on sale or write-down of property plant and equipment
|
96
|
|
|
—
|
|
|
(96
|
)
|
Gain on sale of business
|
(10,282
|
)
|
|
(6,569
|
)
|
|
3,713
|
|
Trade accounts receivable
|
(8,635
|
)
|
|
(5,758
|
)
|
|
2,877
|
|
Inventories
|
(3,452
|
)
|
|
(1,108
|
)
|
|
2,344
|
|
Other current assets and liabilities
|
(20,171
|
)
|
|
(23,243
|
)
|
|
(3,072
|
)
|
Net cash used in operating activities
|
(22,378
|
)
|
|
(21,686
|
)
|
|
692
|
|
Investing Activities
|
|
|
|
|
|
|||
Additions to property, plant and equipment Net cash provided by (used in) investing activities
|
(3,717
|
)
|
|
(3,879
|
)
|
|
(162
|
)
|
Net cash used in investing activities
|
79,632
|
|
|
79,470
|
|
|
(162
|
)
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
957
|
|
|
426
|
|
|
(531
|
)
|
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
5,111
|
|
|
5,110
|
|
|
(1
|
)
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF PERIOD
|
74,636
|
|
|
74,635
|
|
|
(1
|
)
|
•
|
Adjusted operating income
is defined as GAAP operating income excluding intangible amortization from acquisitions completed subsequent to December 31, 2011, depreciation and cost of goods sold charges related to step-up valuations from acquisitions completed subsequent to December 31, 2016, the impact of restructuring related inventory, impairment and special charges or gains.
|
•
|
Adjusted operating margin
is defined as adjusted operating income divided by net revenues.
|
•
|
Free cash flow
is defined as net cash flow from operating activities, less net capital expenditures. Management of this Company believes free cash flow is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations.
|
•
|
Adjusted net income
is defined as net income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2011, depreciation and cost of goods sold charges related to step-up valuations from acquisitions completed subsequent to December 31, 2016, the impact of restructuring related inventory, impairment and special charges or gains, net of tax.
|
•
|
Adjusted EPS
is defined as earnings per common share diluted, excluding the per share impact of intangible amortization from acquisitions completed subsequent to December 31, 2011, depreciation and cost of goods sold charges related to step-up valuations from acquisitions completed subsequent to December 31, 2016, the impact of restructuring related inventory, impairment and special charges or gains, net of tax.
|
•
|
EBITDA
is defined as net income plus net interest expense, provision for income taxes, depreciation and amortization.
|
•
|
Adjusted EBITDA
is defined as EBITDA plus the impact of special charges/gains including the impact of restructuring related inventory charges, cost of goods sold charges related to step-up valuations from acquisitions completed subsequent to December 31, 2016, and impairments, net of tax.
|
•
|
Net Debt
is defined at total debt minus cash and cash equivalents.
|
•
|
Combined financial information
- Combined segment revenue, combined segment operating income and combined segment operating margin represent the historical CIRCOR segment revenue, segment operating income and segment operating margins all adjusted to include the respective amount related to the Fluid Handling acquisition as though the acquisition was completed on January 1, 2017.
|
•
|
Organic growth
- the change in revenue and orders excluding the impact of acquisitions and changes in foreign exchange rates.
|
•
|
Pro Forma Organic Growth
- revenue and orders growth excluding the impact of changes in foreign exchanges rates and assuming the Fluid Handling acquisition occurred on January 1, 2017.
|
•
|
We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs.
|
•
|
We exclude certain acquisition-related costs, including significant transaction costs and the related tax effects. We exclude these costs because we do not believe they are indicative of our normal operating costs.
|
•
|
We exclude the expense and tax effects associated with the non-cash amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of 5 to 20 years. Exclusion of the non-cash amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.
|
•
|
We also exclude certain gains/losses and related tax effects, which are either isolated or cannot be expected to occur again with any predictability, and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business, significant litigation-related matters and lump-sum pension plan settlements.
|
(d)
|
Exhibits
.
|
Exhibit No.
|
Description
|
Title:
|
Senior Vice President and Corporate Controller
|
1 Year CIRCOR Chart |
1 Month CIRCOR Chart |
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