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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 |
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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001-14962
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04-3477276
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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30 CORPORATE DRIVE, SUITE 200
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Burlington,
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MA
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01803-4238
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(Address of principal executive offices and Zip Code)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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CIR
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Emerging growth company
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Page
Number
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Part I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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Item 16
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•
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3 Screw Pumps
|
•
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2 Screw Pumps
|
•
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Progressing Cavity Pumps
|
•
|
Specialty Centrifugal Pumps
|
•
|
Gear Metering Pumps
|
•
|
Automatic Recirculation Valves
|
•
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Severe Service and General Service Control Valves
|
•
|
Specialty Centrifugal, 2-Screw, and Propeller Pumps
|
•
|
Specialized control valves
|
•
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MIL-Spec butterfly valves and actuators
|
•
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Electromechanical, pneumatic and hydraulic, fluid and motion control systems
|
•
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Actuation components and sub-systems
|
•
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Pipeline pigs, quick opening closure, pig signalers
|
•
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Delayed coking unheading devices and fluid catalytic converter and isolation valves
|
•
|
Germany - 702 employees
|
•
|
France - 105 employees
|
•
|
Mexico - 100 employees
|
•
|
Netherlands- 46 employees
|
•
|
United Kingdom - 25 employees
|
•
|
Sweden - 9 employees
|
•
|
the current and anticipated future prices for energy sources, including oil and natural gas, solar, wind and nuclear;
|
•
|
level of excess production capacity;
|
•
|
cost of exploring for and producing energy sources;
|
•
|
worldwide economic activity and associated demand for energy sources;
|
•
|
availability and access to potential hydrocarbon resources;
|
•
|
national government political priorities, including with respect to climate change risks;
|
•
|
development of alternate energy sources; and
|
•
|
environmental regulations.
|
•
|
the inability to successfully integrate FH's business into our own in a manner that permits us to achieve the cost savings and operating synergies anticipated to result from the acquisition, which could result in the anticipated benefits of the acquisition not being realized partly or wholly in the time frame currently anticipated or at all;
|
•
|
integrating personnel, IT systems and corporate, finance and administrative infrastructures of FH into our Company while maintaining focus on providing consistent, high quality products and services;
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•
|
coordinating and integrating our internal operations, compensation programs, policies and procedures, and corporate structures;
|
•
|
potential unknown liabilities and unforeseen or increased costs and expenses;
|
•
|
the possibility of faulty assumptions underlying expectations regarding potential synergies and the integration process;
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by integrating operations; and
|
•
|
servicing the debt that we have incurred in connection with the acquisition.
|
•
|
responding to proxy contests may be costly and time-consuming and may disrupt our operations and divert the attention of our management and our employees; and
|
•
|
perceived uncertainties as to our future direction may be exploited by our competitors, cause concern to our current or potential customers, result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners and may affect our relationships with vendors, customers and other third parties.
|
•
|
seek additional financing in the debt or equity markets;
|
•
|
refinance or restructure all or a portion of our indebtedness;
|
•
|
divert funds that would otherwise be invested in our operations;
|
•
|
sell selected assets; or
|
•
|
reduce or delay planned capital expenditures or operating expenditures.
|
Segment
|
Leased
|
|
Owned
|
|
Total
|
|||
Industrial
|
6
|
|
|
6
|
|
|
12
|
|
Aerospace & Defense
|
1
|
|
|
5
|
|
|
6
|
|
Energy
|
4
|
|
|
3
|
|
|
7
|
|
Total
|
11
|
|
|
14
|
|
|
25
|
|
|
12/14
|
|
12/15
|
|
12/16
|
|
12/17
|
|
12/18
|
|
12/19
|
||||||||||||
CIRCOR International, Inc.
|
$
|
100.00
|
|
|
$
|
70.14
|
|
|
$
|
108.28
|
|
|
$
|
81.47
|
|
|
$
|
35.65
|
|
|
$
|
77.38
|
|
S&P 500
|
100.00
|
|
|
101.38
|
|
|
113.51
|
|
|
138.29
|
|
|
132.23
|
|
|
173.86
|
|
||||||
Russell 2000
|
100.00
|
|
|
95.59
|
|
|
115.95
|
|
|
132.94
|
|
|
118.30
|
|
|
148.49
|
|
||||||
2018 Peer Group
|
100.00
|
|
|
84.83
|
|
|
104.72
|
|
|
95.00
|
|
|
60.15
|
|
|
76.78
|
|
||||||
2019 Peer Group
|
100.00
|
|
|
78.65
|
|
|
84.12
|
|
|
112.27
|
|
|
87.27
|
|
|
116.16
|
|
•
|
2018 Peer Group: There are three companies included in the Company's 2018 Peer Group which are: Dover Corp, IDEX Corp and Schlumberger NV.
|
•
|
2019 Peer Group: The eight companies included in the Company's 2019 Peer Group are:Alfa Laval Ab, Flowserve Corp, Gardner Denver Holdings Inc, Imi Plc, Metso Oyj, Spx Flow Inc, Sulzer Ag and Weir Group Plc.
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018 (2)
|
|
2017 (3)
|
|
2016 (3)
|
|
2015 (3)
|
||||||||||
Statement of (Loss) Income Data (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
$
|
505,492
|
|
|
$
|
380,062
|
|
|
$
|
355,262
|
|
Gross profit
|
308,809
|
|
|
325,203
|
|
|
172,674
|
|
|
137,914
|
|
|
126,265
|
|
|||||
Operating income (loss)
|
37,681
|
|
|
21,653
|
|
|
16,307
|
|
|
(5,627
|
)
|
|
(12,538
|
)
|
|||||
Net (loss) income
|
$
|
(133,935
|
)
|
|
$
|
(39,384
|
)
|
|
$
|
11,789
|
|
|
$
|
10,101
|
|
|
$
|
9,863
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,470,945
|
|
|
$
|
1,791,612
|
|
|
$
|
1,906,799
|
|
|
$
|
820,756
|
|
|
$
|
669,915
|
|
Total debt
|
636,297
|
|
|
786,037
|
|
|
795,208
|
|
|
251,200
|
|
|
90,500
|
|
|||||
Shareholders’ equity
|
391,411
|
|
|
528,993
|
|
|
601,974
|
|
|
404,410
|
|
|
400,777
|
|
|||||
Total capitalization
|
$
|
1,027,708
|
|
|
$
|
1,315,030
|
|
|
$
|
1,397,182
|
|
|
$
|
655,610
|
|
|
$
|
491,277
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings per common share
|
$
|
(6.73
|
)
|
|
$
|
1.99
|
|
|
$
|
0.70
|
|
|
$
|
0.61
|
|
|
$
|
0.58
|
|
Diluted weighted average common shares outstanding
|
19,903
|
|
|
19,834
|
|
|
16,849
|
|
|
16,536
|
|
|
16,913
|
|
|||||
Cash dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
(1) See Note 6, Special and Restructuring charges, net, of the consolidated financial statements included in this Annual Report, for additional details on charges included in the twelve months ended December 31, 2019, December 31, 2018, and December 31, 2017 operating income above. The statement of income data for the year ended December 31, 2016 includes special and restructuring charges, net of $17.2 million. The statement of income data for the year ended December 31, 2015 includes special and restructuring charges, net of $14.4 million.
|
|||||||||||||||||||
(2) On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts, which had a material impact on revenues during the year ended December 31, 2018. The Company discloses the impact of this change on revenue in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. On January 1, 2018, we adopted ASU 2017-07, Compensation-Retirement Benefits (Topic 715), which had a material impact in 2018. Refer to Note 16, Retirement Plans, to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
|
|||||||||||||||||||
(3) On December 11, 2017 we acquired FH, on October 12, 2016 we acquired Critical Flow Solutions, and on April 15, 2015 we acquired Schroedahl.
|
(in thousands)
|
2019
|
|
2018
|
|
Total
Change
|
|
Divestiture
|
|
Operations
|
|
Foreign
Exchange
|
||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Industrial
|
$
|
450,706
|
|
|
$
|
487,576
|
|
|
$
|
(36,870
|
)
|
|
$
|
(18,537
|
)
|
|
$
|
(1,203
|
)
|
|
$
|
(17,130
|
)
|
Aerospace & Defense
|
272,625
|
|
|
237,017
|
|
|
35,608
|
|
|
—
|
|
|
39,133
|
|
|
(3,525
|
)
|
||||||
Energy
|
240,982
|
|
|
288,877
|
|
|
(47,895
|
)
|
|
(62,507
|
)
|
|
16,483
|
|
|
(1,871
|
)
|
||||||
Consolidated Net Revenues
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
$
|
(49,157
|
)
|
|
$
|
(81,044
|
)
|
|
$
|
54,413
|
|
|
$
|
(22,526
|
)
|
(in thousands, except percentages)
|
2019
|
|
2018
|
|
Change
|
||||||
Net Revenues as reported
|
$
|
450,706
|
|
|
$
|
487,576
|
|
|
$
|
(36,870
|
)
|
Net Revenues excluding divestiture (1)
|
437,227
|
|
|
455,560
|
|
|
(18,333
|
)
|
|||
Segment Operating Income as reported
|
52,188
|
|
|
57,340
|
|
|
(5,152
|
)
|
|||
Segment Operating Income excluding divestiture (2)
|
48,701
|
|
|
51,642
|
|
|
(2,941
|
)
|
|||
Segment Operating Margin (adjusted)
|
11.1
|
%
|
|
11.3
|
%
|
|
|
||||
Orders
|
$
|
447,439
|
|
|
$
|
510,115
|
|
|
$
|
(62,676
|
)
|
(1) Adjusted for the August 2019 divestiture of certain assets and liabilities related to our Spence and Nicholson product lines and the October 2018 divestiture of our Rosscor B.V. and SES International B.V. subsidiaries (the "Delden Business"). The Spence and Nicholson components generated revenues of $13.5 million and $20.7 million for the year ended December 31, 2019 and December 31, 2018, respectively. The Delden business generated revenues of $0.0 million and $11.3 million for the year ended December 31, 2019, and December 31, 2018, respectively.
|
|||||||||||
(2) Adjusted for the August 2019 divestiture of certain assets and liabilities related to our Spence and Nicholson product lines, which contributed $3.5 million and $6.4 million to segment operating income for the year ended December 31, 2019 and December 31, 2018, respectively, and for the divestiture of the Delden business, which contributed $0.0 million and ($0.7) million to segment operating income for the year ended December 31, 2019, and December 31, 2018, respectively.
|
(in thousands, except percentages)
|
2019
|
|
2018
|
|
Change
|
||||||
Net Revenues
|
$
|
272,625
|
|
|
$
|
237,017
|
|
|
$
|
35,608
|
|
Segment Operating Income
|
52,480
|
|
|
36,047
|
|
|
16,433
|
|
|||
Segment Operating Margin
|
19.2
|
%
|
|
15.2
|
%
|
|
|
||||
Orders
|
$
|
313,939
|
|
|
$
|
277,469
|
|
|
$
|
36,470
|
|
(in thousands, except percentages)
|
2019
|
|
2018
|
|
Change
|
||||||
Net Revenues as reported
|
$
|
240,982
|
|
|
$
|
288,877
|
|
|
$
|
(47,895
|
)
|
Net Revenues excluding divestiture (1)
|
237,876
|
|
|
223,264
|
|
|
$
|
14,612
|
|
||
Segment Operating Income as reported
|
30,394
|
|
|
38,779
|
|
|
(8,385
|
)
|
|||
Segment Operating Income excluding divestiture (2)
|
30,394
|
|
|
32,183
|
|
|
(1,789
|
)
|
|||
Segment Operating Margin (adjusted)
|
12.8
|
%
|
|
14.4
|
%
|
|
|
||||
Orders
|
$
|
216,114
|
|
|
$
|
311,626
|
|
|
$
|
(95,512
|
)
|
(1) Adjusted for the January 2019 divestiture of our Reliability Services business, which generated revenues of $3.1 million and $65.6 million for the years ended December 31, 2019 and December 31, 2018, respectively.
|
|||||||||||
(2) Adjusted for the January 2019 divestiture of our Reliability Services business, which contributed $0.0 million and $6.6 million to segment operating income for the years ended December 31, 2019 and December 31, 2018, respectively.
|
|
2019
|
|
2018
|
|
Change
|
Income/ (Loss) Before Tax
|
$(10,092)
|
|
$(23,896)
|
|
$13,804
|
|
|
|
|
|
|
US tax rate
|
21.0%
|
|
21.0%
|
|
—%
|
State taxes
|
15.5%
|
|
3.8%
|
|
11.7%
|
US permanent differences
|
(1.6)%
|
|
(1.0)%
|
|
(0.6)%
|
Foreign tax rate differential
|
(26.0)%
|
|
(7.6)%
|
|
(18.4)%
|
Unbenefited foreign losses
|
(0.5)%
|
|
(5.5)%
|
|
5.0%
|
Global intangible low-taxed income ("GILTI") impact
|
(3.9)%
|
|
(20.7)%
|
|
16.8%
|
Intercompany financing
|
30.4%
|
|
12.7%
|
|
17.7%
|
Foreign tax credit write off
|
—%
|
|
(45.6)%
|
|
45.6%
|
Tax reserve
|
(0.3)%
|
|
1.3%
|
|
(1.6)%
|
Rate change
|
5.9%
|
|
—%
|
|
5.9%
|
Foreign-derived intangible income ("FDII")
|
10.7%
|
|
0.1%
|
|
10.6%
|
Dispositions
|
(227.0)%
|
|
—%
|
|
(227.0)%
|
Prior period adjustment
|
44.1%
|
|
4.3%
|
|
39.8%
|
Equity compensation
|
(10.8)%
|
|
(4.2)%
|
|
(6.6)%
|
R&D credits
|
13.1%
|
|
2.7%
|
|
10.4%
|
Other
|
(16.0)%
|
|
(0.8)%
|
|
(15.2)%
|
Total
|
(145.4)%
|
|
(39.5)%
|
|
(105.9)%
|
(in thousands)
|
2018
|
|
2017
|
|
Total
Change
|
|
Acquisitions
|
|
Operations
|
|
Foreign
Exchange
|
||||||||||||
Net Revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Industrial
|
$
|
487,576
|
|
|
$
|
139,110
|
|
|
$
|
348,466
|
|
|
$
|
344,456
|
|
|
$
|
1,911
|
|
|
$
|
2,099
|
|
Aerospace & Defense
|
237,017
|
|
|
182,983
|
|
|
54,034
|
|
|
46,929
|
|
|
4,669
|
|
|
2,436
|
|
||||||
Energy
|
288,877
|
|
|
183,399
|
|
|
105,478
|
|
|
57,290
|
|
|
47,068
|
|
|
1,120
|
|
||||||
Consolidated Net Revenues
|
$
|
724,593
|
|
|
$
|
322,093
|
|
|
$
|
402,500
|
|
|
$
|
391,385
|
|
|
$
|
6,580
|
|
|
$
|
4,535
|
|
(in thousands)
|
2018
|
|
2017
|
|
Change
|
||||||
Net Revenues
|
|
|
|
|
|
||||||
Industrial
|
$
|
487,576
|
|
|
$
|
139,110
|
|
|
$
|
348,466
|
|
Aerospace & Defense
|
237,017
|
|
|
182,983
|
|
|
54,034
|
|
|||
Energy
|
288,877
|
|
|
183,399
|
|
|
105,478
|
|
|||
Consolidated Net Revenues
|
$
|
1,013,470
|
|
|
$
|
505,492
|
|
|
$
|
507,978
|
|
|
|
|
|
|
|
||||||
Operating Income
|
|
|
|
|
|
||||||
Industrial - Segment Operating Income
|
$
|
57,340
|
|
|
$
|
19,932
|
|
|
$
|
37,408
|
|
A&D - Segment Operating Income
|
36,047
|
|
|
23,375
|
|
|
12,672
|
|
|||
Energy - Segment Operating Income
|
38,779
|
|
|
21,708
|
|
|
17,071
|
|
|||
Corporate expenses
|
(30,299
|
)
|
|
(21,744
|
)
|
|
(8,555
|
)
|
|||
Subtotal
|
101,867
|
|
|
43,271
|
|
|
58,596
|
|
|||
Restructuring charges, net
|
5,848
|
|
|
2,559
|
|
|
3,289
|
|
|||
Special charges, net
|
13,061
|
|
|
7,330
|
|
|
5,731
|
|
|||
Special and restructuring charges, net (1)
|
18,909
|
|
|
9,889
|
|
|
9,020
|
|
|||
Restructuring related inventory charges (1)
|
346
|
|
|
—
|
|
|
346
|
|
|||
Amortization of inventory step-up
|
6,600
|
|
|
4,300
|
|
|
2,300
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisition amortization
|
47,310
|
|
|
12,542
|
|
|
34,768
|
|
|||
Acquisition depreciation
|
7,049
|
|
|
233
|
|
|
6,816
|
|
|||
Restructuring and other cost, net
|
61,305
|
|
|
17,075
|
|
|
44,230
|
|
|||
Consolidated Operating Income
|
$
|
21,653
|
|
|
$
|
16,307
|
|
|
$
|
5,346
|
|
|
|
|
|
|
|
||||||
Consolidated Operating Margin
|
2.1
|
%
|
|
3.2
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
(1) See Note 6, Special and Restructuring charges, net of the consolidated financial statements, for additional details.
|
|||||||||||
Refer to our Annual Report Form 10-K filed with the SEC on March 1, 2019 for further discussion of our 2018 results in comparison with 2017.
|
|
2018
|
|
2017
|
|
Change
|
Income/ (Loss) Before Tax
|
$(23,896)
|
|
$3,640
|
|
$(27,536)
|
|
|
|
|
|
|
US tax rate
|
21.0%
|
|
35.0%
|
|
(14.0)%
|
State taxes
|
3.8%
|
|
(5.7)%
|
|
9.5%
|
US permanent differences
|
(1.0)%
|
|
22.7%
|
|
(23.7)%
|
Foreign tax rate differential
|
(7.6)%
|
|
(66.4)%
|
|
58.8%
|
Unbenefited foreign losses
|
(5.5)%
|
|
—%
|
|
(5.5)%
|
Rate change
|
—%
|
|
(13.9)%
|
|
13.9%
|
GILTI impact
|
(20.7)%
|
|
—%
|
|
(20.7)%
|
FDII
|
0.1%
|
|
—%
|
|
0.1%
|
Dispositions
|
—%
|
|
4.7%
|
|
(4.7)%
|
Foreign tax credit writeoff
|
(45.6)%
|
|
—%
|
|
(45.6)%
|
Tax reserve
|
1.3%
|
|
(27.0)%
|
|
28.3%
|
Prior period adjustment
|
4.3%
|
|
(0.6)%
|
|
4.9%
|
R&D
|
2.7%
|
|
(14.0)%
|
|
16.7%
|
Equity compensation
|
(4.2)%
|
|
(2.7)%
|
|
(1.5)%
|
Intercompany financing
|
12.7%
|
|
(17.8)%
|
|
30.5%
|
Release of contingent consideration
|
—%
|
|
(113.9)%
|
|
113.9%
|
Other
|
(0.8)%
|
|
3.9%
|
|
(4.7)%
|
Total
|
(39.5)%
|
|
(195.7)%
|
|
156.2%
|
|
Payments due by Period
|
||||||||||||||||||
|
Total (1)
|
|
Less Than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More than
5 years
|
||||||||||
Contractual Cash Obligations:
|
(in thousands)
|
||||||||||||||||||
Long-term debt, less current portion
|
$
|
653,850
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
653,850
|
|
|
$
|
—
|
|
Interest payments on debt
|
154,130
|
|
|
34,777
|
|
|
64,055
|
|
|
55,298
|
|
|
—
|
|
|||||
Operating leases
|
21,193
|
|
|
3,994
|
|
|
6,332
|
|
|
4,033
|
|
|
6,834
|
|
|||||
Total contractual cash obligations
|
$
|
829,173
|
|
|
$
|
38,771
|
|
|
$
|
70,387
|
|
|
$
|
713,181
|
|
|
$
|
6,834
|
|
Commercial Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. standby letters of credit
|
$
|
34,329
|
|
|
$
|
23,060
|
|
|
$
|
11,269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International standby letters of credit
|
7,661
|
|
|
4,176
|
|
|
2,236
|
|
|
944
|
|
|
305
|
|
|||||
Commercial contract commitments
|
116,733
|
|
|
103,795
|
|
|
10,129
|
|
|
2,184
|
|
|
625
|
|
|||||
Total commercial commitments
|
$
|
158,723
|
|
|
$
|
131,031
|
|
|
$
|
23,634
|
|
|
$
|
3,128
|
|
|
$
|
930
|
|
•
|
We did not design and maintain effective controls to analyze, account for and review non-routine transactions at the corporate level, including accounting for the financial statement effects of business dispositions, adverse purchase commitment liabilities, restricted cash balance sheet classification and other non-recurring transactions.
|
•
|
We did not design and maintain effective controls over the preparation, review and approval of certain account reconciliations. Specifically, we did not maintain effective controls over the completeness and review of supporting schedules and accuracy of underlying data supporting account reconciliations prepared at the corporate level and certain of our shared service locations.
|
•
|
Hire additional full-time corporate accounting resources with appropriate levels of experience
|
•
|
Continue to allocate additional resources to the Corporate accounting function, which may include the use of independent consultants with sufficient expertise to assist in the preparation and review of certain non-recurring transactions and timely review of the account reconciliations
|
•
|
Continue training on a regular basis related to internal control over financial reporting for our finance and accounting personnel
|
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding
options,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
|
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
944,061
|
(1)
|
$35.10
|
(3)
|
952,825
|
Equity compensation plans not approved by security holders
|
|
150,000
|
(2)
|
$8.67
|
(3)
|
N/A
|
Total
|
|
1,094,061
|
|
$26.33
|
|
952,825
|
(1)
|
Reflects 28,348 stock options and 1,050 restricted stock units granted under the Company’s Amended and Restated 1999 Stock Option and Incentive Plan, 534,152 stock options and 333,336 restricted stock units granted under the Company's 2014 Stock Option and Incentive Plan, and 47,175 restricted stock units granted under the Company's 2019 Stock Option and Incentive Plan.
|
(2)
|
Reflects stock options issued as an inducement equity award to our President and CEO on April 9, 2013. This award was granted pursuant to the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. Details of this grant, including vesting terms, are set forth in Note 14, Share-Based Compensation, of the consolidated financial statements included in this Annual Report.
|
(3)
|
The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which have no exercise price.
|
Topic
|
Page
Number
|
Exhibit
|
|
|
No.
|
|
Description and Location
|
|
Share Purchase Agreement, dated April 15, 2015, between the Company and affiliates and Schroedahl-ARAPP Spezialarmaturen GmbH & Co. KG and affiliates, incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on April 15, 2015
|
|
Agreement and Plan of Merger dated October 12, 2016 by and among the Company, Downstream Holding, LLC, Downstream Acquisition LLC, and Sun Downstream, LP., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on October 14, 2016
|
|
|
Purchase Agreement, dated as of September 24, 2017, by and between Colfax Corporation and the Company, incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 25, 2017
|
|
|
Quota Purchase Agreement, dated as of July 13, 2019, as amended by Amendment No. 1 to the Quota Purchase Agreement, dated as of July, 26, 2019, between CEP Holdings Sarl and P&P Flow Control AG, incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on August 1, 2019
|
|
|
Asset Purchase Agreement, dated as of August 30, 2019, by and among Spence Engineering Company, Inc., Leslie Controls, Inc., Emerson Process Management Regulator Technologies, Inc. and Company (for certain enumerated provisions), incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on September 6, 2019
|
|
|
Amended and Restated Securities Purchase Agreement, dated as of January 31, 2020, by and among CIRCOR Dovianus Holdings B.V., CIRCOR Aerospace, Inc., Company and Crane Co., incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on February 5, 2020
|
|
3
|
|
Articles of Incorporation and By-Laws:
|
|
Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-Q, filed with the SEC on October 29, 2009
|
|
|
Amended and Restated By-Laws, as amended, of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Form 10-Q, filed with the SEC on October 31, 2013
|
|
4
|
|
Instruments defining the rights of security holders, including indentures
|
|
Description of Securities Registered under Section 12 of the Exchange Act (to link)
|
|
10.1
|
|
Material Contracts:
|
|
Credit Agreement, dated as of December 11, 2017, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and collateral agent, SunTrust Bank, as revolver administrative agent, swing line lender and a letter of credit issuer, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc., as joint-lead arrangers and joint-bookrunners, and Citizens Bank, N.A. and HSBC Securities (USA) Inc. as co-managers incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K, filed with the SEC on December 12, 2017
|
|
|
CIRCOR International, Inc. Amended and Restated 1999 Stock Option and Incentive Plan (as amended, the “1999 Stock Option and Incentive Plan ”), incorporated herein by reference to Exhibit 4.4 to the Company’s Form S-8, File No. 333-125237, filed with the SEC on May 25, 2005
|
|
|
First Amendment to the 1999 Stock Option and Incentive Plan, dated as of December 1, 2005, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on December 7, 2005
|
|
|
Second Amendment to the 1999 Stock Option and Incentive Plan, dated as of February 12, 2014, incorporated herein by reference to Exhibit 10.6 to the Company's Form 10-K, filed with the SEC on March, 1 2018
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees (Three Year Cliff Vesting) under the 1999 Stock Option and Incentive Plan , incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed with the SEC on May 10, 2010
|
|
|
CIRCOR International, Inc. Amended and Restated Management Stock Purchase Plan dated as of January 1, 2017, incorporated herein by reference to Exhibit 10.8 to the Company's Form 10-K, filed with the SEC on March1, 2018
|
|
|
Form of Indemnification Agreement entered into by the Company and its directors and certain of its officers incorporated herein by reference to Exhibit 10.12 to the Company’s Form 10-K, filed with the SEC on March 12, 2003
|
|
|
Executive Change of Control Agreement between CIRCOR, Inc. and Arjun Sharma, dated September 1, 2009, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed with the SEC on October 29, 2009
|
|
|
Amendment to Executive Change of Control Agreement between CIRCOR, Inc. and Arjun Sharma, dated November 4, 2010, incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K, filed with the SEC on November 5, 2010
|
|
|
Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
|
|
|
Performance-Based Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
|
|
Stock Option Inducement Award Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
|
|
|
Severance Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
|
|
|
Amended Performance-Based Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A. Buckhout, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed with the SEC on April 28, 2015
|
|
|
Executive Change of Control Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
|
|
|
Performance-Based Stock Option Award Agreement, dated as of March 5, 2014, between the Company and Scott A. Buckhout, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 11, 2014
|
|
|
CIRCOR International, Inc. 2014 Stock Option and Incentive Plan 201 (the "2014 Stock Option and Incentive Plan") incorporated herein by reference to Exhibit A to the Company’s Definitive Proxy Statement, filed with the SEC on March 21
|
|
|
First Amendment to 2014 Stock Option and Incentive Plan, dated February 12, 2014, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 10-K, filed with the SEC on February 18, 2015
|
|
|
Executive Change of Control Agreement, dated as of June 10, 2015, between the Company and Andrew Farnsworth, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on July 29, 2015
|
|
|
Executive Change of Control Agreement, dated as of January 8, 2016, between the Company and David Mullen, incorporated herein by reference to Exhibit 10.29 the Company’s Form 10-K filed with the SEC on February 23, 2016
|
|
|
Form of Performance-Based Restricted Stock Unit Agreement For Employees and Directors under the 1999 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.29 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Restricted Stock Unit Agreement For Employees and Directors under the 1999 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.30 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Restricted Stock Unit Agreement For Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.31 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Performance-Based Restricted Stock Unit Agreement For Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.32 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Management Stock Purchase Plan Restricted Stock Unit Agreement For Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.33 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.34 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Form of Restricted Stock Unit Agreement For Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.35 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Executive Change of Control Agreement, dated as of 2016, between the Company and Sumit Mehrotra, incorporated herein by reference to Exhibit 10.37 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Severance Agreement, dated as of December 9, 2016, between the Company and Sumit Mehrotra, incorporated herein by reference to Exhibit 10.39 of the Company's Form 10-K, filed with the SEC on February 21, 2017
|
|
|
Stockholders Agreement, dated December 11, 2017, between the Company and Colfax Corporation, incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K, filed with the SEC on December 12, 2017
|
|
|
Severance Agreement, dated as of April 21, 2017, between the Company and Arjun Sharma, incorporated herein by reference to Exhibit 10.1 to the Company's Form 10-Q, filed with the SEC on April 28, 2017
|
|
|
Executive Change of Control Agreement between CIRCOR, International Inc. and Chadi Chahine, dated January 7, 2019, incorporated herein by reference to Exhibit 10.39 to the Company's Form 10-K, filed with the SEC on March 1, 2019.
|
|
Severance Agreement, dated January 7, 2019, between the Company and Chadi Chahine, incorporated herein by reference to Exhibit 10. to the Company's Form 10-K, filed with the SEC on March 1, 2019.
|
|
|
Executive Change of Control Agreement between CIRCOR, Inc. and Lane Walker, dated October 10, 2018, incorporated herein by reference to Exhibit 10. to the Company's Form 10-K, filed with the SEC on March 1, 2019.
|
|
|
Severance Agreement, dated October 10, 2018, between the Company and Lane Walker, incorporated herein by reference to Exhibit 10. to the Company's Form 10-K, filed with the SEC on March 1, 2019.
|
|
|
Form of Performance-Based Restricted Stock Unit Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
|
|
|
Form of Management Stock Purchase Plan Restricted Stock Unit Agreement for Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
|
|
|
Form of Non-Qualified Stock Option Agreement for Employees under the 2014 Stock Option And Incentive Plan, incorporated herein by reference to Exhibit 10.3 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
|
|
|
Form of Restricted Stock Unit Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.4 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
|
|
|
Form of Restricted Stock Unit Agreement for Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.5 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
|
|
|
2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 99.1 of the Company’s Form 8-K, filed with the SEC on May 14, 2019
|
|
|
Form of Performance-Based Restricted Stock Unit Agreement for Employees under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Amendment to Executive Change of Control Agreement for Chadi Chahine, incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Amendment to Executive Change of Control Agreement for Lane Walker, incorporated herein by reference to Exhibit 10.3 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Amendment to Executive Change of Control Agreement for Tony Najjar, incorporated herein by reference to Exhibit 10.4 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Third Amendment to Executive Change of Control Agreement for Arjun Sharma, incorporated herein by reference to Exhibit 10.5 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Second Amendment to Executive Change of Control Agreement for Andrew Farnsworth, incorporated herein by reference to Exhibit 10.6 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Second Amendment to Executive Change of Control Agreement for David Mullen, incorporated herein by reference to Exhibit 10.7 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Second Amendment to Executive Change of Control Agreement for Scott Buckhout, incorporated herein by reference to Exhibit 10.8 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Amendment to Executive Change of Control Agreement for Sumit Mehrotra, incorporated herein by reference to Exhibit 10.9 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Second Amendment to Executive Change of Control Agreement for Sumit Mehrotra, incorporated herein by reference to Exhibit 10.10 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
|
|
|
Guaranty dated August 30, 2019 by Company to Emerson Process Management Regulator Technologies, Inc., incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K, filed with the SEC on September 6, 2019
|
|
|
First Amendment to the Amended and Restated Management Stock Purchase Plan, incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed with the SEC on November 13, 2019
|
|
|
Lane Walker Transaction Bonus Letter (to link)
|
|
|
Amendment No 2. to the Credit Agreement
|
|
|
Schedule of Subsidiaries of CIRCOR International, Inc.
|
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
101
|
|
The following financial statements from CIRCOR International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 30, 2020, formatted in XBRL (eXtensible Business Reporting Language), as follows:
|
(i)
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
(ii)
|
|
Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017
|
(iii)
|
|
Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2019, 2018 and 2017
|
(iv)
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
(v)
|
|
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 2018 and 2017
|
(vi)
|
|
Notes to the Consolidated Financial Statements
|
*
|
The Company hereby agrees to provide the Commission, upon request, copies of any omitted exhibits or schedules to this exhibit required by Item 601(b)(2) of Regulation S-K.
|
**
|
Filed with this report.
|
***
|
Furnished with this report.
|
§
|
Indicates management contract or compensatory plan or arrangement.
|
|
|
CIRCOR INTERNATIONAL, INC.
|
|
|
|
|
By:
|
/s/ Scott A. Buckhout
|
|
|
Scott A. Buckhout
President and Chief Executive Officer
|
|
|
|
|
Date:
|
March 30, 2020
|
Signature
|
Title
|
Date
|
/s/ Scott A. Buckhout
|
President and Chief Executive Officer (Principal Executive Officer)
|
March 30, 2020
|
Scott A. Buckhout
|
|
|
/s/ Gregory C. Bowen
|
Senior Vice President and Corporate Controller (Principal Financial and Accounting Officer)
|
March 30, 2020
|
Gregory C. Bowen
|
|
|
/s/ David F. Dietz
|
Chairman of the Board of Directors
|
March 30, 2020
|
David F. Dietz
|
|
|
/s/ Tina M. Donikowski
|
Director
|
March 30, 2020
|
Tina M. Donikowski
|
|
|
/s/ Helmuth Ludwig
|
Director
|
March 30, 2020
|
Helmuth Ludwig
|
|
|
/s/ Samuel Chapin
|
Director
|
March 30, 2020
|
Samuel Chapin
|
|
|
/s/ John A. O'Donnell
|
Director
|
March 30, 2020
|
John A. O’Donnell
|
|
|
/s/ Peter M. Wilver
|
Director
|
March 30, 2020
|
Peter M. Wilver
|
|
|
/s/ Jill D. Smith
|
Director
|
March 30, 2020
|
Jill D. Smith
|
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
84,531
|
|
|
$
|
68,517
|
|
Trade accounts receivable, less allowance for doubtful accounts of $3,086 and $2,270, respectively
|
125,422
|
|
|
167,181
|
|
||
Inventories
|
137,309
|
|
|
143,682
|
|
||
Prepaid expenses and other current assets
|
66,664
|
|
|
71,428
|
|
||
Assets held for sale
|
161,193
|
|
|
197,238
|
|
||
Total Current Assets
|
575,119
|
|
|
648,046
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
172,179
|
|
|
189,672
|
|
||
OTHER ASSETS:
|
|
|
|
||||
Goodwill
|
271,893
|
|
|
450,605
|
|
||
Intangibles, net
|
385,542
|
|
|
440,281
|
|
||
Deferred income taxes
|
30,852
|
|
|
19,906
|
|
||
Assets held for sale
|
—
|
|
|
30,374
|
|
||
Other assets
|
35,360
|
|
|
12,728
|
|
||
TOTAL ASSETS
|
$
|
1,470,945
|
|
|
$
|
1,791,612
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Accounts payable
|
$
|
79,399
|
|
|
$
|
94,715
|
|
Accrued expenses and other current liabilities
|
94,169
|
|
|
92,496
|
|
||
Accrued compensation and benefits
|
19,518
|
|
|
30,703
|
|
||
Liabilities held for sale
|
43,289
|
|
|
58,298
|
|
||
Notes payable and current portion of long-term debt
|
—
|
|
|
7,850
|
|
||
Total Current Liabilities
|
236,375
|
|
|
284,062
|
|
||
LONG-TERM DEBT
|
636,297
|
|
|
778,187
|
|
||
DEFERRED INCOME TAXES
|
21,425
|
|
|
33,607
|
|
||
PENSION LIABILITY, NET
|
146,801
|
|
|
150,623
|
|
||
LIABILITIES HELD FOR SALE
|
—
|
|
|
861
|
|
||
OTHER NON-CURRENT LIABILITIES
|
38,636
|
|
|
15,279
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 17)
|
|
|
|
||||
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; 19,912,362 and 19,845,205 shares issued at December 31, 2019 and 2018, respectively
|
213
|
|
|
212
|
|
||
Additional paid-in capital
|
446,657
|
|
|
440,890
|
|
||
Retained earnings
|
99,280
|
|
|
232,102
|
|
||
Common treasury stock, at cost (1,372,488 shares at December 31, 2019 and 2018)
|
(74,472
|
)
|
|
(74,472
|
)
|
||
Accumulated other comprehensive loss
|
(80,267
|
)
|
|
(69,739
|
)
|
||
Total Shareholders’ Equity
|
391,411
|
|
|
528,993
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
1,470,945
|
|
|
$
|
1,791,612
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
$
|
505,492
|
|
Cost of revenues
|
655,504
|
|
|
688,267
|
|
|
332,818
|
|
|||
Gross Profit
|
308,809
|
|
|
325,203
|
|
|
172,674
|
|
|||
Selling, general and administrative expenses
|
248,256
|
|
|
284,641
|
|
|
146,478
|
|
|||
Special and restructuring charges, net
|
22,872
|
|
|
18,909
|
|
|
9,889
|
|
|||
Operating income
|
37,681
|
|
|
21,653
|
|
|
16,307
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense, net
|
48,609
|
|
|
52,975
|
|
|
10,841
|
|
|||
Other (income) expense, net
|
(836
|
)
|
|
(7,426
|
)
|
|
1,826
|
|
|||
Total other expense, net
|
47,773
|
|
|
45,549
|
|
|
12,667
|
|
|||
(Loss) income from continuing operations before income taxes
|
(10,092
|
)
|
|
(23,896
|
)
|
|
3,640
|
|
|||
Provision for (Benefit from) income taxes
|
14,676
|
|
|
9,451
|
|
|
(7,211
|
)
|
|||
(Loss) Income from continuing operations, net of tax
|
(24,768
|
)
|
|
(33,347
|
)
|
|
10,851
|
|
|||
(Loss) Income from discontinued operations, net of tax
|
(109,167
|
)
|
|
(6,037
|
)
|
|
938
|
|
|||
Net (Loss) Income
|
$
|
(133,935
|
)
|
|
$
|
(39,384
|
)
|
|
$
|
11,789
|
|
|
|
|
|
|
|
||||||
Basic (Loss) Income per common share:
|
|
|
|
|
|
||||||
Basic from continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
0.65
|
|
Basic from discontinued operations
|
$
|
(5.48
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
0.06
|
|
Net (Loss) Income
|
$
|
(6.73
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
0.71
|
|
|
|
|
|
|
|
||||||
Diluted (Loss) Income per common share:
|
|
|
|
|
|
||||||
Diluted from continuing operations
|
$
|
(1.24
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
0.64
|
|
Diluted from discontinued operations
|
$
|
(5.48
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
0.06
|
|
Net (Loss) Income
|
$
|
(6.73
|
)
|
|
$
|
(1.99
|
)
|
|
$
|
0.70
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
19,903
|
|
|
19,834
|
|
|
16,674
|
|
|||
Diluted
|
19,903
|
|
|
19,834
|
|
|
16,849
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net (loss) income
|
$
|
(133,935
|
)
|
|
$
|
(39,384
|
)
|
|
$
|
11,789
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(4,740
|
)
|
|
(20,523
|
)
|
|
34,119
|
|
|||
Interest rate swap adjustments (1)
|
(5,390
|
)
|
|
(1,516
|
)
|
|
—
|
|
|||
Other net changes in post-retirement liabilities and assets - recognized actuarial (loss) gains (2)
|
(398
|
)
|
|
(11,087
|
)
|
|
4,877
|
|
|||
Net periodic pension costs amortization (3)
|
—
|
|
|
117
|
|
|
535
|
|
|||
Other comprehensive (loss) income
|
(10,528
|
)
|
|
(33,009
|
)
|
|
39,531
|
|
|||
COMPREHENSIVE (LOSS) INCOME
|
$
|
(144,463
|
)
|
|
$
|
(72,393
|
)
|
|
$
|
51,320
|
|
(1)
|
Net of an income tax effect of $1.6 million and $(0.5) million for the years ended December 31, 2019 and December 31, 2018, respectively.
|
(2)
|
Net of an income tax effect of $1.9 million, $3.3 million, and $1.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(3)
|
Net of an income tax effect of $0.0 million, $0.0 million, and $0.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
CIRCOR INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
|
|||||||||||
(in thousands)
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(133,935
|
)
|
|
$
|
(39,384
|
)
|
|
$
|
11,789
|
|
(Loss) income from discontinued operations
|
(109,167
|
)
|
|
(6,037
|
)
|
|
938
|
|
|||
(Loss) income from continuing operations
|
(24,768
|
)
|
|
(33,347
|
)
|
|
10,851
|
|
|||
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
22,045
|
|
|
26,183
|
|
|
12,413
|
|
|||
Amortization
|
47,591
|
|
|
49,129
|
|
|
14,621
|
|
|||
Provision for bad debt expense
|
617
|
|
|
(261
|
)
|
|
777
|
|
|||
Loss on write down of inventory and amortization of fair value step-up
|
366
|
|
|
7,675
|
|
|
7,175
|
|
|||
Compensation expense of share-based plans
|
5,418
|
|
|
4,965
|
|
|
3,807
|
|
|||
Debt extinguishment
|
—
|
|
|
—
|
|
|
1,810
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
(12,200
|
)
|
|||
Amortization of debt issuance costs
|
4,622
|
|
|
3,937
|
|
|
759
|
|
|||
Deferred income tax benefit
|
(3,440
|
)
|
|
(2,367
|
)
|
|
(11,792
|
)
|
|||
(Gain) loss on disposal of property, plant and equipment
|
(1,793
|
)
|
|
1,380
|
|
|
349
|
|
|||
Loss on sale of businesses
|
3,615
|
|
|
1,882
|
|
|
5,300
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
24,339
|
|
|
(12,229
|
)
|
|
(17,232
|
)
|
|||
Inventories
|
(9,557
|
)
|
|
6,620
|
|
|
15,647
|
|
|||
Prepaid expenses and other assets
|
7,360
|
|
|
(26,770
|
)
|
|
(6,664
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
(34,168
|
)
|
|
30,458
|
|
|
(16,085
|
)
|
|||
Net cash provided by continuing operations
|
42,247
|
|
|
57,255
|
|
|
9,536
|
|
|||
Net cash (used in) provided by discontinued operations
|
(26,334
|
)
|
|
(3,261
|
)
|
|
101
|
|
|||
Net cash provided by operating activities
|
15,913
|
|
|
53,994
|
|
|
9,637
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(13,855
|
)
|
|
(20,114
|
)
|
|
(12,814
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
6,172
|
|
|
156
|
|
|
785
|
|
|||
Proceeds from collection of beneficial interest
|
861
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from divestitures
|
162,591
|
|
|
2,753
|
|
|
—
|
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
3,727
|
|
|
(488,517
|
)
|
|||
Net cash provided by (used in) continuing investing activities
|
155,769
|
|
|
(13,478
|
)
|
|
(500,546
|
)
|
|||
Net cash used in discontinued investing activities
|
(2,733
|
)
|
|
(3,399
|
)
|
|
(1,578
|
)
|
|||
Net cash provided by (used in) investing activities
|
153,036
|
|
|
(16,877
|
)
|
|
(502,124
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
281,600
|
|
|
248,300
|
|
|
1,090,883
|
|
|||
Payments of short-term and long-term debt
|
(434,797
|
)
|
|
(260,146
|
)
|
|
(523,183
|
)
|
|||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(30,366
|
)
|
|||
Dividends paid
|
—
|
|
|
—
|
|
|
(2,506
|
)
|
|||
Proceeds from the exercise of stock options
|
253
|
|
|
690
|
|
|
740
|
|
|||
Return of cash to seller
|
—
|
|
|
(62,917
|
)
|
|
—
|
|
|||
Net cash (used in) provided by continuing financing activities
|
(152,944
|
)
|
|
(74,073
|
)
|
|
535,568
|
|
|||
Net cash (used in) provided by financing activities
|
(152,944
|
)
|
|
(74,073
|
)
|
|
535,568
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
197
|
|
|
(5,812
|
)
|
|
8,996
|
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
16,202
|
|
|
(42,768
|
)
|
|
52,077
|
|
|||
Cash and cash equivalents at beginning of year
|
69,525
|
|
|
112,293
|
|
|
58,279
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
85,727
|
|
|
$
|
69,525
|
|
|
$
|
110,356
|
|
Cash paid during the year for:
|
|
|
|
|
|
||||||
Income taxes
|
$
|
16,711
|
|
|
$
|
633
|
|
|
$
|
9,984
|
|
Interest
|
$
|
47,544
|
|
|
$
|
50,326
|
|
|
$
|
6,778
|
|
Non-cash supplemental information:
|
|
|
|
|
|
||||||
Share issuance for business acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,767
|
|
Accrued purchase price
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,824
|
|
Payable to seller related to cash balances
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,314
|
|
Change in fair value for shares issued in acquisition
|
$
|
—
|
|
|
$
|
(3,783
|
)
|
|
$
|
—
|
|
Accrued purchase price settled
|
$
|
—
|
|
|
$
|
(2,299
|
)
|
|
$
|
—
|
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury Stock
|
|
Total
Shareholders’
Equity
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2016
|
|
16,445
|
|
|
$
|
178
|
|
|
$
|
289,422
|
|
|
$
|
265,543
|
|
|
$
|
(76,261
|
)
|
|
$
|
(74,472
|
)
|
|
$
|
404,410
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,789
|
|
|
—
|
|
|
—
|
|
|
11,789
|
|
||||||
Cumulative effect adjustment related to the adoption of share-based compensation standard (ASU 2016-09)
|
|
—
|
|
|
—
|
|
|
755
|
|
|
(582
|
)
|
|
—
|
|
|
—
|
|
|
173
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,531
|
|
|
—
|
|
|
39,531
|
|
||||||
Common stock dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,507
|
)
|
|
—
|
|
|
—
|
|
|
(2,507
|
)
|
||||||
Stock options exercised
|
|
18
|
|
|
—
|
|
|
707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707
|
|
||||||
Conversion of restricted stock units
|
|
39
|
|
|
1
|
|
|
296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||||
Share-based plan compensation
|
|
—
|
|
|
—
|
|
|
3,807
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,807
|
|
||||||
Issuance of common stock to acquire business
|
|
3,283
|
|
|
33
|
|
|
143,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143,767
|
|
||||||
BALANCE AT DECEMBER 31, 2017
|
|
19,785
|
|
|
$
|
212
|
|
|
$
|
438,721
|
|
|
$
|
274,243
|
|
|
$
|
(36,730
|
)
|
|
$
|
(74,472
|
)
|
|
$
|
601,974
|
|
Net loss
|
|
|
|
|
|
|
|
(39,384
|
)
|
|
—
|
|
|
—
|
|
|
(39,384
|
)
|
|||||||||
Cumulative effect adjustment related to the adoption of revenue recognition standard (ASC 606)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
|
—
|
|
|
—
|
|
|
(2,757
|
)
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,009
|
)
|
|
—
|
|
|
(33,009
|
)
|
||||||
Stock options exercised
|
|
18
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
||||||
Conversion of restricted stock units
|
|
42
|
|
|
—
|
|
|
291
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291
|
|
||||||
Share-based plan compensation
|
|
—
|
|
|
—
|
|
|
4,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,971
|
|
||||||
Measurement period change in fair value of common stock to acquire a business
|
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
||||||
BALANCE AT DECEMBER 31, 2018
|
|
19,845
|
|
|
$
|
212
|
|
|
$
|
440,890
|
|
|
$
|
232,102
|
|
|
$
|
(69,739
|
)
|
|
$
|
(74,472
|
)
|
|
$
|
528,993
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133,935
|
)
|
|
—
|
|
|
—
|
|
|
(133,935
|
)
|
||||||
Cumulative effect adjustment related to adoption of ASC 842
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
|
—
|
|
|
—
|
|
|
1,113
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,528
|
)
|
|
—
|
|
|
(10,528
|
)
|
||||||
Stock options exercised
|
|
6
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
||||||
Conversion of restricted stock units
|
|
61
|
|
|
1
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||||
Share-based plan compensation
|
|
—
|
|
|
—
|
|
|
5,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,579
|
|
||||||
BALANCE AT DECEMBER 31, 2019
|
|
19,912
|
|
|
$
|
213
|
|
|
$
|
446,657
|
|
|
$
|
99,280
|
|
|
$
|
(80,267
|
)
|
|
$
|
(74,472
|
)
|
|
$
|
391,411
|
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||||||||||||||
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|
Net
Income
|
|
Shares
|
|
Per Share
Amount
|
|||||||||||||||
Basic EPS
|
$
|
(133,935
|
)
|
|
19,903
|
|
|
$
|
(6.73
|
)
|
|
$
|
(39,384
|
)
|
|
19,834
|
|
|
$
|
(1.99
|
)
|
|
$
|
11,789
|
|
|
16,674
|
|
|
$
|
0.71
|
|
Dilutive securities, principally common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
(0.01
|
)
|
||||||
Diluted EPS
|
$
|
(133,935
|
)
|
|
19,903
|
|
|
$
|
(6.73
|
)
|
|
$
|
(39,384
|
)
|
|
19,834
|
|
|
$
|
(1.99
|
)
|
|
$
|
11,789
|
|
|
16,849
|
|
|
$
|
0.70
|
|
Revenue by Major Product Line
|
|
Twelve Months Ended
|
|||||||
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Energy Segment
|
|
|
|
|
|||||
|
Oil & Gas - Upstream, Midstream & Other
|
|
$
|
54,818
|
|
|
$
|
67,738
|
|
|
Oil & Gas - Downstream
|
|
186,164
|
|
|
221,139
|
|
||
|
Total
|
|
240,982
|
|
|
288,877
|
|
||
Aerospace & Defense Segment
|
|
|
|
|
|||||
|
Commercial Aerospace & Other
|
|
124,023
|
|
|
105,914
|
|
||
|
Defense
|
|
148,602
|
|
|
131,103
|
|
||
|
Total
|
|
272,625
|
|
|
237,017
|
|
||
Industrial Segment
|
|
|
|
|
|||||
|
Valves
|
|
113,386
|
|
|
117,492
|
|
||
|
Pumps
|
|
337,320
|
|
|
370,084
|
|
||
|
Total
|
|
450,706
|
|
|
487,576
|
|
||
Net Revenue
|
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
Revenue by Geographical Market
|
|
Twelve Months Ended
|
|||||||
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Energy Segment
|
|
|
|
|
|||||
|
EMEA
|
|
$
|
83,685
|
|
|
$
|
84,174
|
|
|
North America
|
|
118,061
|
|
|
158,649
|
|
||
|
Other
|
|
39,236
|
|
|
46,054
|
|
||
|
Total
|
|
240,982
|
|
|
288,877
|
|
||
Aerospace & Defense Segment
|
|
|
|
|
|||||
|
EMEA
|
|
74,657
|
|
|
65,634
|
|
||
|
North America
|
|
172,676
|
|
|
148,968
|
|
||
|
Other
|
|
25,292
|
|
|
22,415
|
|
||
|
Total
|
|
272,625
|
|
|
237,017
|
|
||
Industrial Segment
|
|
|
|
|
|||||
|
EMEA
|
|
209,302
|
|
|
238,177
|
|
||
|
North America
|
|
147,912
|
|
|
151,147
|
|
||
|
Other
|
|
93,492
|
|
|
98,252
|
|
||
|
Total
|
|
450,706
|
|
|
487,576
|
|
||
Net Revenue
|
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
Original Estimate
|
|
Measurement Period Adjustment
|
|
Fair Value
|
|
Weighted average amortization period (in years)
|
||||||
Customer relationships
|
$
|
215,000
|
|
|
$
|
—
|
|
|
$
|
215,000
|
|
|
19
|
Acquired technologies
|
107,000
|
|
|
6,000
|
|
|
113,000
|
|
|
20
|
|||
Trade names
|
44,000
|
|
|
(3,000
|
)
|
|
41,000
|
|
|
Indefinite-life
|
|||
Backlog
|
22,000
|
|
|
(6,000
|
)
|
|
16,000
|
|
|
4
|
|||
Total intangible assets
|
$
|
388,000
|
|
|
$
|
(3,000
|
)
|
|
$
|
385,000
|
|
|
|
(Unaudited)
|
Year ended December 31,
|
||
|
2017
|
||
Net Revenues
|
$
|
942,760
|
|
Net Income
|
$
|
(6,475
|
)
|
|
Special and Restructuring Charges, net
|
||||||||||
|
for the year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Special charges, net
|
$
|
17,686
|
|
|
$
|
13,061
|
|
|
$
|
7,330
|
|
Restructuring charges, net
|
5,186
|
|
|
5,848
|
|
|
2,559
|
|
|||
Total special and restructuring charges, net
|
$
|
22,872
|
|
|
$
|
18,909
|
|
|
$
|
9,889
|
|
|
Special Charges (Recoveries), net
|
||||||||||||||||||
|
for the year ended December 31, 2019
|
||||||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Corporate
|
|
Total
|
||||||||||
Divestiture- related
|
$
|
(5,868
|
)
|
|
$
|
—
|
|
|
$
|
9,938
|
|
|
$
|
1,881
|
|
|
$
|
5,951
|
|
Professional fees to review and respond to an unsolicited tender offer to acquire the Company
|
—
|
|
|
—
|
|
|
—
|
|
|
7,345
|
|
|
7,345
|
|
|||||
Other cost savings initiatives
|
2,520
|
|
|
—
|
|
|
78
|
|
|
1,792
|
|
|
4,390
|
|
|||||
Total special charges, net
|
$
|
(3,348
|
)
|
|
$
|
—
|
|
|
$
|
10,016
|
|
|
$
|
11,018
|
|
|
$
|
17,686
|
|
|
Special Charges, net
|
||||||||||||||||||
|
for the year ended December 31, 2018
|
||||||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Corporate
|
|
Total
|
||||||||||
Brazil closure
|
$
|
921
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
921
|
|
Acquisition and divestiture related charges
|
—
|
|
|
—
|
|
|
1,888
|
|
|
8,278
|
|
|
10,166
|
|
|||||
Other cost saving initiatives
|
986
|
|
|
—
|
|
|
—
|
|
|
988
|
|
|
1,974
|
|
|||||
Total special charges, net
|
$
|
1,907
|
|
|
$
|
—
|
|
|
$
|
1,888
|
|
|
$
|
9,266
|
|
|
$
|
13,061
|
|
|
Special Charges (Recoveries), net
|
||||||||||||||
|
for the year ended December 31, 2017
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Corporate
|
|
Total
|
||||||||
Acquisition and divestitures related charges
|
$
|
54
|
|
|
$
|
3,760
|
|
|
$
|
13,096
|
|
|
$
|
16,910
|
|
Brazil closure
|
879
|
|
|
—
|
|
|
—
|
|
|
879
|
|
||||
Contingent consideration revaluation
|
(12,200
|
)
|
|
—
|
|
|
—
|
|
|
(12,200
|
)
|
||||
California Legal Settlement
|
—
|
|
|
2,400
|
|
|
—
|
|
|
2,400
|
|
||||
Other cost saving initiatives
|
(329
|
)
|
|
—
|
|
|
(330
|
)
|
|
(659
|
)
|
||||
Total special charges, net
|
$
|
(11,596
|
)
|
|
$
|
6,160
|
|
|
$
|
12,766
|
|
|
$
|
7,330
|
|
•
|
On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $13.1 million of acquisition related professional fees and debt extinguishment fees during the twelve months ended December 31, 2017.
|
•
|
On July 7, 2017, we divested our French non-core aerospace build-to-print business within our Advanced Flow Solutions segment as part of our simplification strategy. We measured the disposal group at its fair value less costs to sell, which was lower than its carrying value, and recorded a $3.8 million charge during the second quarter of 2017. Also, in connection with this disposition we recorded a $1.5 million of severance included as a restructuring charge.
|
|
Restructuring Charges (Recoveries), net
|
||||||||||||||
|
as of and for the year ended December 31, 2019
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Total
|
||||||||
Facility related expenses
|
$
|
(1,785
|
)
|
|
$
|
35
|
|
|
$
|
327
|
|
|
$
|
(1,423
|
)
|
Employee related expenses
|
604
|
|
|
560
|
|
|
5,445
|
|
|
6,609
|
|
||||
Total restructuring charges, net
|
$
|
(1,181
|
)
|
|
$
|
595
|
|
|
$
|
5,772
|
|
|
$
|
5,186
|
|
|
|
|
|
|
|
|
|
||||||||
Accrued restructuring charges as of December 31, 2018
|
|
|
|
|
|
|
$
|
874
|
|
||||||
Total year to date charges, net (shown above)
|
|
|
|
|
|
|
5,186
|
|
|||||||
Charges paid / settled, net
|
|
|
|
|
|
|
(861
|
)
|
|||||||
Accrued restructuring charges as of December 31, 2019
|
|
|
|
|
|
|
$
|
5,199
|
|
|
Restructuring Charges (Recoveries), net
|
||||||||||||||
|
as of and for the year ended December 31, 2018
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Total
|
||||||||
Facility related expenses
|
$
|
854
|
|
|
$
|
190
|
|
|
$
|
—
|
|
|
$
|
1,044
|
|
Employee related expenses
|
2,807
|
|
|
436
|
|
|
1,561
|
|
|
4,804
|
|
||||
Total restructuring charges, net
|
$
|
3,661
|
|
|
$
|
626
|
|
|
$
|
1,561
|
|
|
$
|
5,848
|
|
|
|
|
|
|
|
|
|
||||||||
Accrued restructuring charges as of December 31, 2017
|
|
|
|
|
|
|
$
|
882
|
|
||||||
Total year to date charges, net (shown above)
|
|
|
|
|
|
|
5,848
|
|
|||||||
Charges paid / settled, net
|
|
|
|
|
|
|
(5,856
|
)
|
|||||||
Accrued restructuring charges as of December 31, 2018
|
|
|
|
|
|
|
$
|
874
|
|
|
Restructuring Charges (Recoveries), net
|
||||||||||||||
|
as of and for the year ended December 31, 2017
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Corporate
|
|
Total
|
||||||||
Facility related expenses
|
$
|
85
|
|
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Employee related expenses
|
(31
|
)
|
|
2,062
|
|
|
—
|
|
|
2,031
|
|
||||
Total restructuring charges, net
|
$
|
54
|
|
|
$
|
2,505
|
|
|
$
|
—
|
|
|
$
|
2,559
|
|
|
|
|
|
|
|
|
|
||||||||
Accrued restructuring charges as of December 31, 2016
|
|
|
|
|
|
|
$
|
1,309
|
|
||||||
Total year to date charges, net (shown above)
|
|
|
|
|
|
|
2,559
|
|
|||||||
Charges paid / settled, net
|
|
|
|
|
|
|
(2,986
|
)
|
|||||||
Accrued restructuring charges as of December 31, 2017
|
|
|
|
|
|
|
$
|
882
|
|
|
2019 Restructuring Charges (Recoveries), net as of December 31, 2019
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Total
|
||||||||
Facility related expenses - incurred to date
|
$
|
(1,785
|
)
|
|
$
|
35
|
|
|
$
|
327
|
|
|
$
|
(1,423
|
)
|
Employee related expenses - incurred to date
|
604
|
|
|
560
|
|
|
5,445
|
|
|
6,609
|
|
||||
Total restructuring related special charges - incurred to date
|
$
|
(1,181
|
)
|
|
$
|
595
|
|
|
$
|
5,772
|
|
|
$
|
5,186
|
|
|
2018 Actions Restructuring Charges, net as of December 31, 2018
|
||||||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Total
|
||||||||
Facility related expenses - incurred to date
|
$
|
1,964
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,964
|
|
Employee related expenses - incurred to date
|
1,552
|
|
|
382
|
|
|
1,536
|
|
|
3,470
|
|
||||
Total restructuring related special charges - incurred to date
|
$
|
3,516
|
|
|
$
|
382
|
|
|
$
|
1,536
|
|
|
$
|
5,434
|
|
|
2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018
|
||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Total
|
||||||
Facility related expenses - incurred to date
|
$
|
—
|
|
|
$
|
366
|
|
|
$
|
366
|
|
Employee related expenses - incurred to date
|
222
|
|
|
1,892
|
|
|
2,114
|
|
|||
Total restructuring related special charges - incurred to date
|
$
|
222
|
|
|
$
|
2,258
|
|
|
$
|
2,480
|
|
|
2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018
|
||||||||||
|
Energy
|
|
Aerospace & Defense
|
|
Total
|
||||||
Facility related expenses - incurred to date
|
$
|
(92
|
)
|
|
$
|
94
|
|
|
$
|
2
|
|
Employee related expenses - incurred to date
|
1,080
|
|
|
1,181
|
|
|
2,261
|
|
|||
Total restructuring related special charges - incurred to date
|
$
|
988
|
|
|
$
|
1,275
|
|
|
$
|
2,263
|
|
Maturity of Lease Liabilities
|
Operating
|
|
Finance
|
|
Total
|
||||||
2020
|
$
|
3,994
|
|
|
$
|
526
|
|
|
$
|
4,520
|
|
2021
|
3,338
|
|
|
526
|
|
|
3,864
|
|
|||
2022
|
2,994
|
|
|
515
|
|
|
3,509
|
|
|||
2023
|
2,272
|
|
|
515
|
|
|
2,787
|
|
|||
2024
|
1,761
|
|
|
499
|
|
|
2,260
|
|
|||
After 2024
|
6,834
|
|
|
942
|
|
|
7,776
|
|
|||
Less: Interest
|
(3,834
|
)
|
|
(275
|
)
|
|
(4,109
|
)
|
|||
Present value of lease liabilities
|
$
|
17,359
|
|
|
$
|
3,248
|
|
|
$
|
20,607
|
|
Lease Term and Discount Rate
|
December 31, 2019
|
|
Weighted average remaining lease term (years)
|
|
|
Operating leases
|
6.7
|
|
Finance leases
|
6.8
|
|
Weighted average discount rate (percentage)
|
|
|
Operating leases
|
4.6
|
%
|
Finance leases
|
2.0
|
%
|
|
Twelve Months Ended
|
||
Other Information
|
December 31, 2019
|
||
Operating Activities
|
|
||
Noncash lease expense on operating ROU assets
|
$
|
(17,625
|
)
|
Amortization expense on finance ROU assets
|
251
|
|
|
Change in total operating lease liabilities
|
17,359
|
|
|
Principal paid on operating lease liabilities
|
(4,301
|
)
|
|
Total Operating Activities
|
$
|
(4,316
|
)
|
Financing Activities
|
|
||
Principal paid on finance lease liabilities
|
$
|
(281
|
)
|
Supplemental
|
|
||
Interest Paid on finance lease liabilities
|
$
|
40
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Land
|
$
|
31,136
|
|
|
$
|
32,189
|
|
Buildings and improvements
|
82,149
|
|
|
82,728
|
|
||
Manufacturing machinery and equipment
|
126,942
|
|
|
146,022
|
|
||
Computer equipment and software
|
35,536
|
|
|
34,180
|
|
||
Furniture and fixtures
|
11,980
|
|
|
22,928
|
|
||
Vehicles
|
584
|
|
|
223
|
|
||
Construction in progress
|
12,597
|
|
|
17,647
|
|
||
Property, plant and equipment, at cost
|
300,924
|
|
|
335,917
|
|
||
Less: Accumulated depreciation
|
(128,745
|
)
|
|
(146,245
|
)
|
||
Property, plant and equipment, at cost, net
|
$
|
172,179
|
|
|
$
|
189,672
|
|
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Consolidated
Total
|
||||||||
Goodwill as of December 31, 2018
|
$
|
96,272
|
|
|
$
|
57,418
|
|
|
$
|
296,915
|
|
|
$
|
450,605
|
|
Business divestiture
|
—
|
|
|
—
|
|
|
(85,474
|
)
|
|
(85,474
|
)
|
||||
Reclassification of Instrumentation & Sampling to assets held for sale
|
(91,492
|
)
|
|
—
|
|
|
—
|
|
|
(91,492
|
)
|
||||
Currency translation adjustments
|
(4,780
|
)
|
|
(33
|
)
|
|
3,067
|
|
|
(1,746
|
)
|
||||
Goodwill as of December 31, 2019
|
$
|
—
|
|
|
$
|
57,385
|
|
|
$
|
214,508
|
|
|
$
|
271,893
|
|
|
Energy
|
|
Aerospace & Defense
|
|
Industrial
|
|
Consolidated
Total
|
||||||||
Goodwill as of December 31, 2017
|
$
|
145,458
|
|
|
$
|
62,548
|
|
|
$
|
289,156
|
|
|
$
|
497,162
|
|
Held for sale
|
(40,372
|
)
|
|
—
|
|
|
—
|
|
|
(40,372
|
)
|
||||
Measurement Period adjustments related to acquisitions
|
(4,742
|
)
|
|
(5,046
|
)
|
|
17,984
|
|
|
8,196
|
|
||||
Business divestiture
|
—
|
|
|
—
|
|
|
(3,394
|
)
|
|
(3,394
|
)
|
||||
Currency translation adjustments
|
(4,072
|
)
|
|
(84
|
)
|
|
(6,831
|
)
|
|
(10,987
|
)
|
||||
Goodwill as of December 31, 2018
|
$
|
96,272
|
|
|
$
|
57,418
|
|
|
$
|
296,915
|
|
|
$
|
450,605
|
|
|
December 31, 2019
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Value
|
||||||
Patents
|
$
|
5,368
|
|
|
$
|
(5,368
|
)
|
|
$
|
—
|
|
Customer relationships
|
300,284
|
|
|
(83,411
|
)
|
|
216,873
|
|
|||
Order backlog
|
22,789
|
|
|
(20,517
|
)
|
|
2,272
|
|
|||
Acquired technology
|
134,731
|
|
|
(43,890
|
)
|
|
90,841
|
|
|||
Other
|
341
|
|
|
(341
|
)
|
|
—
|
|
|||
Total Amortized Assets
|
$
|
463,513
|
|
|
$
|
(153,527
|
)
|
|
$
|
309,986
|
|
|
|
|
|
|
|
||||||
Non-amortized intangibles (primarily trademarks and trade names)
|
$
|
75,556
|
|
|
$
|
—
|
|
|
$
|
75,556
|
|
|
|
|
|
|
|
||||||
Net Carrying Value of Intangible assets
|
|
|
|
|
|
|
$
|
385,542
|
|
||
|
|
|
|
|
|
|
December 31, 2018
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying Value
|
||||||
Patents
|
$
|
5,399
|
|
|
$
|
(5,399
|
)
|
|
$
|
—
|
|
Customer relationships
|
305,866
|
|
|
(56,133
|
)
|
|
249,733
|
|
|||
Order backlog
|
23,354
|
|
|
(18,746
|
)
|
|
4,608
|
|
|||
Acquired technology
|
133,247
|
|
|
(23,883
|
)
|
|
109,364
|
|
|||
Other
|
4,599
|
|
|
(4,195
|
)
|
|
404
|
|
|||
Total Amortized Assets
|
$
|
472,465
|
|
|
$
|
(108,356
|
)
|
|
$
|
364,109
|
|
|
|
|
|
|
|
||||||
Non-amortized intangibles (primarily trademarks and trade names)
|
$
|
76,172
|
|
|
$
|
—
|
|
|
$
|
76,172
|
|
|
|
|
|
|
|
||||||
Net Carrying Value of Intangible assets
|
|
|
|
|
$
|
440,281
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
After 2025
|
||||||||||||
Estimated amortization expense
|
$
|
43,251
|
|
|
$
|
41,314
|
|
|
$
|
36,310
|
|
|
$
|
31,839
|
|
|
$
|
27,982
|
|
|
$
|
129,290
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax (liabilities):
|
|
|
|
||||
Accrued expenses
|
$
|
(971
|
)
|
|
$
|
—
|
|
Bad Debt
|
(260
|
)
|
|
—
|
|
||
Fixed Assets
|
(14,044
|
)
|
|
(6,343
|
)
|
||
Intangible Assets
|
(54,032
|
)
|
|
(73,558
|
)
|
||
Inventory
|
(1,121
|
)
|
|
—
|
|
||
Other
|
(697
|
)
|
|
151
|
|
||
Pension
|
(210
|
)
|
|
—
|
|
||
Total deferred income tax liabilities
|
(71,335
|
)
|
|
(79,750
|
)
|
||
Deferred income tax assets:
|
|
|
|
||||
Accrued expenses
|
5,202
|
|
|
15,153
|
|
||
Bad Debt
|
2,247
|
|
|
(2,069
|
)
|
||
Equity Compensation
|
3,373
|
|
|
4,760
|
|
||
Intangible Assets
|
4
|
|
|
—
|
|
||
Inventory
|
7,439
|
|
|
4,696
|
|
||
Other
|
11,510
|
|
|
307
|
|
||
Net operating loss and credit carry-forward
|
23,124
|
|
|
26,298
|
|
||
Pension
|
32,901
|
|
|
29,400
|
|
||
Interest
|
9,836
|
|
|
5,067
|
|
||
Total deferred income tax assets
|
95,636
|
|
|
83,612
|
|
||
Valuation allowance
|
(14,303
|
)
|
|
(17,562
|
)
|
||
Deferred income tax asset, net of valuation allowance
|
81,333
|
|
|
66,050
|
|
||
Deferred income tax (liability)/asset, net
|
$
|
9,998
|
|
|
$
|
(13,700
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
(45,209
|
)
|
|
$
|
(71,059
|
)
|
|
$
|
(4,406
|
)
|
Foreign
|
35,117
|
|
|
47,163
|
|
|
8,046
|
|
|||
(Loss) income before income taxes
|
$
|
(10,092
|
)
|
|
$
|
(23,896
|
)
|
|
$
|
3,640
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal - U.S.
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(447
|
)
|
Foreign
|
17,522
|
|
|
11,583
|
|
|
4,586
|
|
|||
State -U.S.
|
594
|
|
|
235
|
|
|
442
|
|
|||
Total current
|
$
|
18,116
|
|
|
$
|
11,818
|
|
|
$
|
4,581
|
|
Deferred provision (benefit):
|
|
|
|
|
|
||||||
Federal - U.S.
|
$
|
8,414
|
|
|
$
|
621
|
|
|
$
|
(6,764
|
)
|
Foreign
|
(11,768
|
)
|
|
(1,323
|
)
|
|
(4,640
|
)
|
|||
State -U.S.
|
(86
|
)
|
|
(1,665
|
)
|
|
(388
|
)
|
|||
Total (benefit) deferred
|
(3,440
|
)
|
|
(2,367
|
)
|
|
(11,792
|
)
|
|||
Total (benefit) provision for income taxes
|
$
|
14,676
|
|
|
$
|
9,451
|
|
|
$
|
(7,211
|
)
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred tax valuation allowance at January 1
|
$
|
17,562
|
|
|
$
|
22,067
|
|
|
$
|
3,028
|
|
Additions
|
—
|
|
|
10,960
|
|
|
712
|
|
|||
Acquired
|
150
|
|
|
(15,431
|
)
|
|
18,494
|
|
|||
Deductions
|
(2,838
|
)
|
|
(34
|
)
|
|
(167
|
)
|
|||
Reclass to assets available for sale
|
(571
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred tax valuation allowance at December 31
|
$
|
14,303
|
|
|
$
|
17,562
|
|
|
$
|
22,067
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance beginning January 1
|
$
|
593
|
|
|
$
|
3,014
|
|
|
$
|
3,000
|
|
Additions/(reductions) for tax positions of prior years
|
—
|
|
|
(460
|
)
|
|
(7
|
)
|
|||
Additions/(reductions) based on tax positions related to current year
|
37
|
|
|
(340
|
)
|
|
(65
|
)
|
|||
Acquired uncertain tax position balance
|
—
|
|
|
(512
|
)
|
|
1,221
|
|
|||
Settlements
|
—
|
|
|
(1,103
|
)
|
|
(338
|
)
|
|||
Lapse of statute of limitations
|
—
|
|
|
(6
|
)
|
|
(978
|
)
|
|||
Currency movement
|
—
|
|
|
—
|
|
|
181
|
|
|||
Balance ending December 31
|
$
|
630
|
|
|
$
|
593
|
|
|
$
|
3,014
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Customer deposits and obligations
|
$
|
24,006
|
|
|
$
|
25,251
|
|
Commissions payable and sales incentive
|
2,472
|
|
|
3,517
|
|
||
Penalty accruals
|
1,847
|
|
|
1,957
|
|
||
Warranty reserve
|
1,642
|
|
|
2,980
|
|
||
Professional fees
|
2,318
|
|
|
2,775
|
|
||
Taxes other than income tax
|
3,551
|
|
|
2,913
|
|
||
Other Contract Liabilities
|
9,153
|
|
|
14,646
|
|
||
Income tax payable
|
5,521
|
|
|
3,529
|
|
||
Other
|
43,659
|
|
|
34,928
|
|
||
Total accrued expenses and other current liabilities
|
$
|
94,169
|
|
|
$
|
92,496
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Term Loan at interest rates ranging from 5.24%-6.0% in 2019 and 4.93%-5.92% in 2018
|
$
|
653,850
|
|
|
$
|
777,150
|
|
Line of Credit at interest rates ranging from 5.65%-8.00% in 2019 and 4.93%-8.00% in 2018
|
—
|
|
|
29,900
|
|
||
Total Principal Debt Outstanding
|
653,850
|
|
|
807,050
|
|
||
Less: Term Loan Debt Issuance Costs
|
17,553
|
|
|
21,013
|
|
||
Less: Current Portion
|
—
|
|
|
7,850
|
|
||
Total Long-Term Debt, net
|
$
|
636,297
|
|
|
$
|
778,187
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Minimum principal payments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
653,850
|
|
|
$
|
—
|
|
|
Significant Other Observable Inputs
|
||
|
Level 2
|
||
Derivative asset
|
$
|
476
|
|
Derivative liabilities
|
$
|
(9,168
|
)
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Risk-free interest rate
|
2.6
|
%
|
|
2.5
|
%
|
|
1.7
|
%
|
Expected life (years)
|
4.3
|
|
|
4.3
|
|
|
4.4
|
|
Expected stock volatility
|
38.1
|
%
|
|
37.2
|
%
|
|
35.1
|
%
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
0.2
|
%
|
|
December 31, 2019
|
|||||||||||||||||||
|
Stock Options
|
|
RSU Awards
|
|
RSU MSPs
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|
Shares
|
|
Weighted
Average
Exercise Price
|
|||||||||
Options and awards outstanding at beginning of period
|
742,658
|
|
|
$
|
50.26
|
|
|
226,683
|
|
|
$
|
45.66
|
|
|
72,113
|
|
|
$
|
32.25
|
|
Granted
|
153,726
|
|
|
$
|
33.63
|
|
|
205,291
|
|
|
$
|
32.92
|
|
|
56,379
|
|
|
$
|
22.53
|
|
Exercised
|
(6,516
|
)
|
|
$
|
38.89
|
|
|
(59,450
|
)
|
|
$
|
44.06
|
|
|
(16,866
|
)
|
|
$
|
28.81
|
|
Forfeited
|
(108,013
|
)
|
|
$
|
68.79
|
|
|
(97,565
|
)
|
|
$
|
39.99
|
|
|
(5,024
|
)
|
|
$
|
26.34
|
|
Expired
|
(69,355
|
)
|
|
$
|
52.35
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|||
Options and awards outstanding at end of period
|
712,500
|
|
|
$
|
43.76
|
|
|
274,959
|
|
|
$
|
38.51
|
|
|
106,602
|
|
|
$
|
28.06
|
|
Options and awards exercisable at end of period
|
457,778
|
|
|
$
|
46.12
|
|
|
5,689
|
|
|
$
|
51.71
|
|
|
5,446
|
|
|
$
|
31.90
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of 401(k) plan
|
$
|
3,428
|
|
|
$
|
1,847
|
|
|
$
|
1,978
|
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2,694
|
|
|
$
|
2,993
|
|
|
$
|
181
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Interest cost
|
10,061
|
|
|
9,164
|
|
|
2,158
|
|
|
359
|
|
|
336
|
|
|
20
|
|
||||||
Expected return on assets
|
(11,979
|
)
|
|
(15,418
|
)
|
|
(2,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
776
|
|
|
(3,261
|
)
|
|
(655
|
)
|
|
361
|
|
|
337
|
|
|
20
|
|
||||||
Net loss (gain) amortization
|
441
|
|
|
153
|
|
|
735
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||||
Prior service cost amortization
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total amortization
|
456
|
|
|
153
|
|
|
735
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
1,232
|
|
|
$
|
(3,108
|
)
|
|
$
|
80
|
|
|
$
|
329
|
|
|
$
|
337
|
|
|
$
|
20
|
|
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on total service and interest cost components for the year ended December 31, 2019
|
|
$
|
50
|
|
|
$
|
(40
|
)
|
Effect on post-retirement benefit obligation at December 31, 2019
|
|
1,359
|
|
|
(1,102
|
)
|
|
Pension Benefits
|
|
Other Post-retirement Benefits
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Funded status, end of year:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets
|
$
|
235,297
|
|
|
$
|
210,993
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Projected Benefit obligation
|
(382,179
|
)
|
|
(363,334
|
)
|
|
(10,193
|
)
|
|
(10,276
|
)
|
||||
Net pension liability
|
$
|
(146,882
|
)
|
|
$
|
(152,341
|
)
|
|
$
|
(10,193
|
)
|
|
$
|
(10,276
|
)
|
Post-retirement amounts recognized in the balance sheet consists of:
|
|
|
|
|
|
|
|
||||||||
Non-current asset
|
$
|
3,917
|
|
|
$
|
1,776
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
(3,998
|
)
|
|
(3,494
|
)
|
|
(669
|
)
|
|
(701
|
)
|
||||
Non-current liability
|
(146,801
|
)
|
|
(150,623
|
)
|
|
(9,524
|
)
|
|
(9,575
|
)
|
||||
Total
|
$
|
(146,882
|
)
|
|
$
|
(152,341
|
)
|
|
$
|
(10,193
|
)
|
|
$
|
(10,276
|
)
|
Amounts recognized in accumulated other comprehensive income consist of:
|
|
|
|
|
|
|
|
||||||||
Net losses
|
$
|
30,872
|
|
|
$
|
28,497
|
|
|
$
|
(883
|
)
|
|
$
|
(902
|
)
|
Prior service cost
|
322
|
|
|
325
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
31,194
|
|
|
$
|
28,822
|
|
|
$
|
(883
|
)
|
|
$
|
(902
|
)
|
|
|
|
|
|
|
|
|
||||||||
Estimated future benefit expense to be recognized in other comprehensive income (loss):
|
2020
|
|
|
|
|
|
|
||||||||
Amortization of net losses
|
$
|
277
|
|
|
|
|
|
|
|
||||||
Prior service cost
|
16
|
|
|
|
|
|
|
|
|||||||
Total
|
$
|
293
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||
Pension Benefits - All Plans
|
$
|
23,055
|
|
|
$
|
22,799
|
|
|
$
|
22,516
|
|
|
$
|
22,238
|
|
|
$
|
21,789
|
|
|
$
|
101,297
|
|
Other Post-retirement Benefits
|
669
|
|
|
652
|
|
|
618
|
|
|
596
|
|
|
569
|
|
|
2,560
|
|
||||||
Expected benefit payments
|
$
|
23,724
|
|
|
$
|
23,451
|
|
|
$
|
23,134
|
|
|
$
|
22,834
|
|
|
$
|
22,358
|
|
|
$
|
103,857
|
|
Term Remaining
|
Maximum Potential
Future Payments
|
||
0–12 months
|
$
|
27,236
|
|
Greater than 12 months
|
14,754
|
|
|
Total
|
$
|
41,990
|
|
|
As of and for the year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net revenues
|
|
|
|
|
|
||||||
Energy
|
$
|
240,982
|
|
|
$
|
288,877
|
|
|
$
|
183,399
|
|
Aerospace & Defense
|
272,625
|
|
|
237,017
|
|
|
182,983
|
|
|||
Industrial
|
450,706
|
|
|
487,576
|
|
|
139,110
|
|
|||
Consolidated revenues
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
$
|
505,492
|
|
|
|
|
|
|
|
||||||
Segment income
|
|
|
|
|
|
||||||
Energy - Segment Operating Income
|
$
|
30,394
|
|
|
$
|
38,779
|
|
|
$
|
21,708
|
|
Aerospace & Defense - Segment Operating Income
|
52,480
|
|
|
36,047
|
|
|
23,375
|
|
|||
Industrial - Segment Operating Income
|
52,188
|
|
|
57,340
|
|
|
19,932
|
|
|||
Corporate expenses
|
(25,262
|
)
|
|
(30,299
|
)
|
|
(21,744
|
)
|
|||
Subtotal
|
109,800
|
|
|
101,867
|
|
|
43,271
|
|
|||
Special restructuring charges, net
|
5,186
|
|
|
5,848
|
|
|
2,559
|
|
|||
Special other charges, net
|
17,686
|
|
13,061
|
|
7,330
|
||||||
Special and restructuring charges, net
|
22,872
|
|
|
18,909
|
|
|
9,889
|
|
|||
Restructuring related inventory charges
|
(820
|
)
|
|
346
|
|
|
—
|
|
|||
Amortization of inventory step-up
|
—
|
|
|
6,600
|
|
|
4,300
|
|
|||
Acquisition amortization
|
45,715
|
|
|
47,310
|
|
|
12,542
|
|
|||
Acquisition depreciation
|
4,352
|
|
|
7,049
|
|
|
233
|
|
|||
Restructuring and other cost, net
|
49,247
|
|
|
61,305
|
|
|
17,075
|
|
|||
Consolidated Operating Income
|
37,681
|
|
|
21,653
|
|
|
16,307
|
|
|||
Interest Expense, net (a)
|
48,609
|
|
|
52,975
|
|
|
10,841
|
|
|||
Other Expense (Income), net (a)
|
(836
|
)
|
|
(7,426
|
)
|
|
1,826
|
|
|||
(Loss) income from continuing operations before income taxes
|
$
|
(10,092
|
)
|
|
$
|
(23,896
|
)
|
|
$
|
3,640
|
|
|
|
|
|
|
|
||||||
Identifiable assets
|
|
|
|
|
|
||||||
Energy
|
$
|
355,870
|
|
|
$
|
882,630
|
|
|
$
|
837,492
|
|
Aerospace & Defense
|
426,405
|
|
|
399,102
|
|
|
375,094
|
|
|||
Industrial
|
1,405,056
|
|
|
1,279,048
|
|
|
1,408,217
|
|
|||
Corporate
|
(716,386
|
)
|
|
(769,168
|
)
|
|
(714,004
|
)
|
|||
Consolidated Identifiable assets
|
$
|
1,470,945
|
|
|
$
|
1,791,612
|
|
|
$
|
1,906,799
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
||||||
Energy
|
$
|
1,766
|
|
|
$
|
4,814
|
|
|
$
|
2,631
|
|
Aerospace & Defense
|
4,376
|
|
|
4,739
|
|
|
3,400
|
|
|||
Industrial
|
5,757
|
|
|
9,813
|
|
|
5,928
|
|
|||
Corporate
|
1,074
|
|
|
1,787
|
|
|
1,378
|
|
|||
Consolidated Capital expenditures
|
$
|
12,973
|
|
|
$
|
21,153
|
|
|
$
|
13,337
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
||||||
Energy
|
$
|
11,012
|
|
|
$
|
13,785
|
|
|
$
|
9,515
|
|
Aerospace & Defense
|
11,531
|
|
|
10,937
|
|
|
4,325
|
|
|||
Industrial
|
46,564
|
|
|
49,939
|
|
|
11,881
|
|
|||
Corporate
|
529
|
|
|
750
|
|
|
1,313
|
|
|||
Consolidated Depreciation and amortization
|
$
|
69,636
|
|
|
$
|
75,411
|
|
|
$
|
27,034
|
|
|
Year Ended December 31,
|
||||||||||
Net revenues by geographic area (in thousands)
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
$
|
412,686
|
|
|
$
|
430,575
|
|
|
$
|
234,684
|
|
France
|
49,724
|
|
|
48,344
|
|
|
41,584
|
|
|||
Germany
|
96,232
|
|
|
97,526
|
|
|
32,092
|
|
|||
Canada
|
25,963
|
|
|
33,531
|
|
|
15,715
|
|
|||
Saudi Arabia
|
11,562
|
|
|
9,643
|
|
|
6,260
|
|
|||
United Kingdom
|
36,760
|
|
|
35,869
|
|
|
25,217
|
|
|||
China
|
32,779
|
|
|
35,732
|
|
|
15,056
|
|
|||
Norway
|
23,045
|
|
|
15,009
|
|
|
10,803
|
|
|||
Rest of Europe
|
111,852
|
|
|
101,787
|
|
|
48,849
|
|
|||
Rest of Asia-Pacific
|
96,711
|
|
|
86,261
|
|
|
44,816
|
|
|||
Other
|
66,999
|
|
|
119,193
|
|
|
30,416
|
|
|||
Total net revenues
|
$
|
964,313
|
|
|
$
|
1,013,470
|
|
|
$
|
505,492
|
|
|
December 31,
|
||||||
Long-lived assets by geographic area (in thousands)
|
2019
|
|
2018
|
||||
United States
|
$
|
90,136
|
|
|
$
|
117,784
|
|
Germany
|
52,843
|
|
|
41,852
|
|
||
UK
|
11,510
|
|
|
11,330
|
|
||
India
|
8,319
|
|
|
8,535
|
|
||
France
|
3,130
|
|
|
3,271
|
|
||
Other
|
6,241
|
|
|
6,900
|
|
||
Total long-lived assets
|
$
|
172,179
|
|
|
$
|
189,672
|
|
|
December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Pension - Interest cost
|
$
|
10,061
|
|
|
$
|
9,164
|
|
|
$
|
—
|
|
Pension - Expected return on assets
|
(11,979
|
)
|
|
(15,418
|
)
|
|
—
|
|
|||
Foreign Currency Translations
|
(395
|
)
|
|
(1,677
|
)
|
|
790
|
|
|||
Other
|
1,477
|
|
|
505
|
|
|
1,036
|
|
|||
Other (income) expense, net
|
$
|
(836
|
)
|
|
$
|
(7,426
|
)
|
|
$
|
1,826
|
|
|
Foreign Currency Translation Adjustments
|
|
Pension, net
|
|
Derivative
|
|
Total
|
||||||||
Balance as of December 31, 2016
|
$
|
(62,704
|
)
|
|
$
|
(13,557
|
)
|
|
$
|
—
|
|
|
$
|
(76,261
|
)
|
Other comprehensive income
|
34,119
|
|
|
5,412
|
|
|
—
|
|
|
39,531
|
|
||||
Balance as of December 31, 2017
|
(28,585
|
)
|
|
(8,145
|
)
|
|
—
|
|
|
(36,730
|
)
|
||||
Other comprehensive loss
|
(20,523
|
)
|
|
(10,970
|
)
|
|
(1,516
|
)
|
|
(33,009
|
)
|
||||
Balance as of December 31, 2018
|
(49,108
|
)
|
|
(19,115
|
)
|
|
(1,516
|
)
|
|
(69,739
|
)
|
||||
Other comprehensive loss
|
(4,740
|
)
|
|
(398
|
)
|
|
(5,390
|
)
|
|
(10,528
|
)
|
||||
Balance as of December 31, 2019
|
$
|
(53,848
|
)
|
|
$
|
(19,513
|
)
|
|
$
|
(6,906
|
)
|
|
$
|
(80,267
|
)
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
2018
|
||||||||||
Overstated (understated) comprehensive income
|
$
|
5.4
|
|
|
$
|
(5.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
2.1
|
|
|
$
|
2.2
|
|
|
First Quarter (1)
|
|
Second
Quarter (1)
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
238,855
|
|
|
$
|
245,768
|
|
|
$
|
237,052
|
|
|
$
|
242,638
|
|
Gross profit
|
74,414
|
|
|
81,917
|
|
|
74,474
|
|
|
78,004
|
|
||||
Net (loss) income
|
(4,634
|
)
|
|
(18,520
|
)
|
|
(112,337
|
)
|
|
1,556
|
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.23
|
)
|
|
$
|
(0.93
|
)
|
|
$
|
(5.64
|
)
|
|
$
|
0.08
|
|
Diluted
|
(0.23
|
)
|
|
(0.93
|
)
|
|
(5.64
|
)
|
|
0.08
|
|
||||
Dividends per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
239,887
|
|
|
$
|
259,658
|
|
|
$
|
247,209
|
|
|
$
|
266,716
|
|
Gross profit
|
70,159
|
|
|
84,955
|
|
|
80,077
|
|
|
90,012
|
|
||||
Net (loss) income
|
(17,441
|
)
|
|
5,902
|
|
|
(6,841
|
)
|
|
(21,004
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.88
|
)
|
|
$
|
0.30
|
|
|
$
|
(0.34
|
)
|
|
$
|
(1.06
|
)
|
Diluted
|
(0.88
|
)
|
|
0.30
|
|
|
(0.34
|
)
|
|
(1.06
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
(1) First and second quarter results have been reclassified to reflect the classification of the EV and DV businesses as discontinued operations.
|
|
|
|
Additions (Reductions)
|
|
|
|
|
||||||||||||
Description
|
Balance at
Beginning of
Period
|
|
Charged to
Costs
and Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
(1)
|
|
Balance at
End
of Period
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Year ended
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,270
|
|
|
$
|
1,777
|
|
|
$
|
(198
|
)
|
|
$
|
(763
|
)
|
|
$
|
3,086
|
|
Year ended
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,865
|
|
|
$
|
(262
|
)
|
|
$
|
(95
|
)
|
|
$
|
(238
|
)
|
|
$
|
2,270
|
|
Year ended
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Deducted from asset account:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
3,298
|
|
|
$
|
(120
|
)
|
|
$
|
223
|
|
|
$
|
(536
|
)
|
|
$
|
2,865
|
|
(1)
|
Uncollectible accounts written off, net of recoveries.
|
1 Year CIRCOR Chart |
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