CIR_Q2_07.05.2015_10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 5, 2015.
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission File Number 001-14962
 
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter) 
 
 
 
 
Delaware
 
04-3477276
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
c/o CIRCOR INTERNATIONAL, Inc.
30 Corporate Drive, Suite 200, Burlington, MA
 
01803-4238
(Address of principal executive offices)
 
(Zip Code)
(781) 270-1200
(Registrant’s telephone number, including area code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
As of July 24, 2015, there were 16,472,599 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.



CIRCOR INTERNATIONAL, INC.
TABLE OF CONTENTS


 
Page
 
 
Condensed Consolidated Balance Sheets as of July 5, 2015 and December 31, 2014
 
Condensed Consolidated Statements of Income for the Three and Six Months Ended July 5, 2015 and June 29, 2014
 
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended July 5, 2015 and June 29, 2014
 
Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 5, 2015 and June 29, 2014
 

2



PART I. FINANCIAL INFORMATION
ITEM 1.
 FINANCIAL STATEMENTS
CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Unaudited)

 
July 5, 2015
 
December 31, 2014
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash, cash equivalents and short term investments
$
55,027

 
$
121,372

Trade accounts receivable, less allowance for doubtful accounts of $10,195 and $9,536, respectively
144,183

 
156,738

Inventories
211,382

 
183,434

Prepaid expenses and other current assets
24,571

 
21,626

Deferred income tax asset
24,854

 
22,861

Total Current Assets
460,017

 
506,031

PROPERTY, PLANT AND EQUIPMENT, NET
91,779

 
96,212

OTHER ASSETS:
 
 
 
Goodwill
122,797

 
72,430

Intangibles, net
57,094

 
26,887

Deferred income tax asset
14,634

 
19,048

Restricted cash
904

 
1,255

Other assets
2,472

 
2,859

TOTAL ASSETS
$
749,697

 
$
724,722

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
82,061

 
$
87,112

Accrued expenses and other current liabilities
61,339

 
65,223

Accrued compensation and benefits
19,336

 
24,728

Notes payable and current portion of long-term debt
7,450

 
8,423

Total Current Liabilities
170,186

 
185,486

LONG-TERM DEBT, NET OF CURRENT PORTION
106,628

 
5,261

DEFERRED INCOME TAXES
17,941

 
7,771

OTHER NON-CURRENT LIABILITIES
30,640

 
32,111

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; 16,472,599 and 17,681,955 shares issued and outstanding at July 5, 2015 and December 31, 2014, respectively
177

 
177

Additional paid-in capital
281,191

 
277,227

Retained earnings
263,341

 
250,635

Common treasury stock, at cost (1,254,721 shares at July 5, 2015)
(69,517
)
 

Accumulated other comprehensive loss, net of taxes
(50,890
)
 
(33,946
)
Total Shareholders’ Equity
424,302

 
494,093

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
749,697

 
$
724,722

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
July 5,
2015
 
June 29,
2014
 
July 5,
2015
 
June 29,
2014
Net revenues
$
166,906

 
$
207,884

 
$
332,766

 
$
419,070

Cost of revenues
116,112

 
148,184

 
229,323

 
294,731

GROSS PROFIT
50,794

 
59,700

 
103,443

 
124,339

Selling, general and administrative expenses
39,885

 
42,609

 
77,973

 
87,498

Special charges, net
3,310

 
1,257

 
4,821

 
100

OPERATING INCOME
7,599

 
15,834

 
20,649

 
36,741

Other expense (income):
 
 
 
 
 
 
 
Interest expense, net
805

 
891

 
1,446

 
1,809

Other (income), net
(104
)
 
(384
)
 
(610
)
 
(853
)
TOTAL OTHER EXPENSE, NET
701

 
507

 
836

 
956

INCOME BEFORE INCOME TAXES
6,898

 
15,328

 
19,813

 
35,785

Provision for income taxes
2,517

 
3,402

 
5,800

 
9,227

NET INCOME
$
4,381

 
$
11,926

 
$
14,013

 
$
26,558

Earnings per common share:
 
 
 
 
 
 
 
Basic
$
0.26

 
$
0.68

 
$
0.81

 
$
1.51

Diluted
$
0.26

 
$
0.67

 
$
0.81

 
$
1.50

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
16,828

 
17,665

 
17,245

 
17,643

Diluted
16,900

 
17,767

 
17,306

 
17,754

Dividends paid per common share
$
0.0375

 
$
0.0375

 
$
0.0750

 
$
0.0750

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(Unaudited)
 

 
Three Months Ended
 
Six Months Ended
 
July 5, 2015
 
June 29, 2014
 
July 5, 2015
 
June 29, 2014
Net income
$
4,381

 
$
11,926

 
$
14,013

 
$
26,558

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 

Foreign currency translation adjustments
8,506

 
1,566

 
(16,944
)
 
851

Other comprehensive income (loss)
8,506

 
1,566

 
(16,944
)
 
851

COMPREHENSIVE INCOME (LOSS)
$
12,887

 
$
13,492

 
$
(2,931
)
 
$
27,409

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
Six Months Ended
 
July 5,
2015
 
June 29,
2014
OPERATING ACTIVITIES
 
 
 
Net income
$
14,013

 
$
26,558

Adjustments to reconcile net income to net cash (used in) provided by operating activities:
 
 
 
Depreciation
7,150

 
8,185

Amortization
3,537

 
1,591

Compensation expense of share-based plans
4,122

 
4,020

Tax effect of share-based plan compensation
(287
)
 
(971
)
Loss (gain) on write down of property, plant and equipment
377

 
(54
)
(Gain) on sale of business
(972
)
 

Change in operating assets and liabilities, net of effects of acquisition
 
 
 
Trade accounts receivable, net
10,913

 
(23,705
)
Inventories
(27,875
)
 
3,600

Prepaid expenses and other assets
(10,475
)
 
143

Accounts payable, accrued expenses and other liabilities
(8,869
)
 
7,988

Net cash (used in) provided by operating activities
(8,366
)
 
27,355

INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(5,567
)
 
(5,603
)
Proceeds from the sale of property, plant and equipment

 
32

Proceeds from the sale of affiliate
2,759

 

Business acquisition, net of cash acquired
(79,983
)
 

Net cash (used in) investing activities
(82,791
)
 
(5,571
)
FINANCING ACTIVITIES
 
 
 
Proceeds from long-term debt
202,380

 
81,910

Payments of long-term debt
(100,533
)
 
(88,776
)
Dividends paid
(1,308
)
 
(1,341
)
Proceeds from the exercise of stock options
70

 
237

Tax effect of share-based plan compensation
287

 
971

Purchases of common stock
(69,517
)
 

Net cash provided by (used in) financing activities
31,379

 
(6,999
)
Effect of exchange rate changes on cash and cash equivalents
(6,567
)
 
(639
)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
(66,345
)
 
14,146

Cash and cash equivalents at beginning of period
121,372

 
102,266

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
55,027

 
$
116,412

 
 
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6



CIRCOR INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Basis of Presentation

The accompanying unaudited, condensed consolidated financial statements have been prepared according to the rules and regulations of the United States (the "U.S.") Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments, which include normal recurring adjustments, necessary for a fair presentation of the consolidated balance sheets, consolidated statements of income and consolidated statements of cash flows of CIRCOR International, Inc. (“CIRCOR”, the “Company”, “us”, “we” or “our”) for the periods presented. We prepare our interim financial information using the same accounting principles as we use for our annual audited consolidated financial statements. Certain information and note disclosures normally included in the annual audited consolidated financial statements have been condensed or omitted in accordance with prescribed SEC rules. We believe that the disclosures made in our condensed consolidated financial statements and the accompanying notes are adequate to make the information presented not misleading.

The consolidated balance sheet at December 31, 2014 is as reported in our audited consolidated financial statements as of that date. Our accounting policies are described in the notes to our December 31, 2014 consolidated financial statements, which were included in our Annual Report filed on Form 10-K. We recommend that the financial statements included in our Quarterly Report on Form 10-Q be read in conjunction with the financial statements and notes included in our Annual Report filed on Form 10-K for the year ended December 31, 2014.

We operate and report financial information using a 52-week fiscal year ending December 31. The data periods contained within our Quarterly Reports on Form 10-Q reflect the results of operations for the 13-week, 26-week and 39-week periods which generally end on the Sunday nearest the calendar quarter-end date. Operating results for the six months ended July 5, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

During the three-months ended July 5, 2015, the Company identified that it incorrectly classified certain items on the statement of cash flows for the quarter ended April 5, 2015. This resulted in overstating operating cash flows, overstating investing cash flows, and understating financing cash flows by $2.8 million, $0.6 million, and $3.4 million, respectively. Management believes the adjustment is immaterial to the quarter ended April 5, 2015.

The Company recorded non-cash property and equipment of $1.2 million in the six-months ended July 5, 2015 compared to $0.7 million in the six months ended June 29, 2014.

(2) Summary of Significant Accounting Policies

The significant accounting policies used in preparation of these condensed consolidated financial statements for the six months ended July 5, 2015 are consistent with those discussed in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will replace most existing revenue recognition guidance in GAAP when it becomes effective. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is not permitted for annual periods beginning after December 15, 2016. An entity should apply ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized as an adjustment to the opening balance of retained earnings at the date of initial application. We expect the adoption of ASU 2014-09 will impact our consolidated financial statements.

There were no additional new accounting pronouncements adopted during the six months ended July 5, 2015.


7



(3) Inventories
Inventories consist of the following (in thousands):

 
July 5, 2015
 
December 31, 2014
Raw materials
$
68,613

 
$
57,505

Work in process
96,441

 
82,130

Finished goods
46,328

 
43,799

Total inventories
$
211,382

 
$
183,434



8



(4) Business Acquisition

On April 15, 2015, we acquired all of the outstanding equity interest of Germany-based Schroedahl, a privately-owned manufacturer of safety and control valves primarily in the power generation market. Founded in 1962 with customers in Asia, Europe and the Americas, Schroedahl designs and manufactures custom-engineered high-pressure auto-recirculation and control valves primarily for pump protection applications. We acquired Schroedahl for an aggregate purchase price of $79.7 million in cash, net of acquired cash. We acquired Schroedahl to further increase our penetration into the power generation market. The operating results of Schroedahl have been included in our consolidated financial statements from the date of acquisition reported within the Energy segment. Acquisition-related costs of $0.8 million, which primarily consisted of legal and financial advisory services, were expensed as incurred in general and administrative expense during the six months ended July 5, 2015. We financed the acquisition of Schroedahl through cash on hand and net borrowings of approximately $24 million under our existing credit facility.

The purchase price allocation is based upon a preliminary valuation of assets and liabilities that were prepared with assistance from a third party valuation specialist. The estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date). The purchase accounting is expected to be finalized by the end of fiscal 2015. The assets and liabilities pending finalization include the valuation of acquired intangible assets, certain operating liabilities, and the evaluation of deferred income taxes. Differences between the preliminary and final valuation could have a material impact on our future results of operations and financial position. The following table summarizes the preliminary fair value of the assets acquired and the liabilities assumed, at the date of acquisition:
(in thousands)
 
Cash and cash equivalents
$
36,316

Other current assets
11,959

Property and equipment
1,999

Intangible assets
32,829

Current liabilities
(5,529
)
Deferred tax liability
(10,450
)
Other long term liabilities
(642
)
Total identifiable net assets
66,482

Goodwill
49,571

Total purchase price
$
116,053


The estimated fair value of accounts receivable acquired approximates the contractual value of $4.6 million. The estimated goodwill recognized is attributable primarily to projected future profitable growth, market penetration, as well as an expanded customer base for the Energy segment. On a preliminary basis, we expect that a portion of the goodwill arising from the acquisition will be deductible for income tax purposes.
The Schroedahl acquisition resulted in the identification of the following identifiable intangible assets:
(in thousands)

Intangible assets acquired


Weighted average amortization period (in years)
Customer relationships
22,185

7
Order backlog
3,993

1
Acquired technology
2,260

10
Trade name
4,391

Indefinite
Total intangible assets
$
32,829


The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate which included the relief-from-royalty method, incremental cash flow method, multi-period excess earnings method and direct cash flow method, depending on the intangibles asset being valued. Customer relationships, order backlog, and acquired technology are amortized on a cash flow basis. The trade name was assigned an indefinite life based on the Company’s intention to keep the Schroedahl name for an indefinite period of time. Refer to Note 5 for future expected amortization to be recorded.

9



The results of operations of Schroedahl have been included in our consolidated financial statements beginning on the acquisition date. The results include $5.2 million of revenue and an operations loss of $0.5 million for the three months ended July 5, 2015. Pro forma results of operations for the acquisition have not been presented because the effects of the acquisition are not material to the Company's consolidated financial results.
(5) Goodwill and Intangible Assets

The following table shows goodwill by segment as of July 5, 2015 (in thousands): 
 
Energy
 
Aerospace & Defense
 
Consolidated
Total
Goodwill as of December 31, 2014
$
49,995

 
$
22,435

 
$
72,430

Business Acquisition
49,571

 

 
49,571

Currency translation adjustments
929

 
(133
)
 
796

Goodwill as of July 5, 2015
$
100,495

 
$
22,302

 
$
122,797


The table below presents gross intangible assets and the related accumulated amortization as of July 5, 2015 (in thousands):
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Patents
$
6,070

 
$
(5,758
)
Non-amortized intangibles (primarily trademarks and trade names)
16,417

 

Customer relationships
53,559

 
(20,341
)
Backlog
5,252

 
(1,984
)
Other
9,210

 
(5,331
)
Total
$
90,508

 
$
(33,414
)
Net carrying value of intangible assets
$
57,094

 
 

The table below presents estimated remaining amortization expense for intangible assets recorded as of July 5, 2015 (in thousands):
 
2015
 
2016
 
2017
 
2018
 
2019
 
After 2019
Estimated amortization expense
$
6,189

 
$
10,099

 
$
8,037

 
$
6,247

 
$
4,617

 
$
5,488


10



(6) Segment Information
The following table presents certain reportable segment information (in thousands):
 
Energy
 
Aerospace & Defense
 
Corporate /
Eliminations
 
Consolidated
Total
Three Months Ended July 5, 2015
 
 
 
 
 
 
 
Net revenues
$
127,230

 
$
39,676

 
$

 
$
166,906

Inter-segment revenues
253

 
18

 
(271
)
 

Operating income (loss)
11,679

 
1,397

 
(5,477
)
 
7,599

Interest expense, net
 
 
 
 
 
 
805

Other (income) expense, net
 
 
 
 
 
 
(104
)
Income before income taxes
 
 
 
 
 
 
$
6,898

Identifiable assets
825,572

 
187,932

 
(263,807
)
 
749,697

Capital expenditures
2,108

 
1,174

 
355

 
3,637

Depreciation and amortization
4,650

 
1,491

 
315

 
6,456

 
 
 
 
 
 
 
 
Three Months Ended June 29, 2014
 
 
 
 
 
 
 
Net revenues
$
160,581

 
$
47,303

 
$

 
$
207,884

Inter-segment revenues
339

 
52

 
(391
)
 

Operating income (loss)
22,992

 
(2,235
)
 
(4,923
)
 
15,834

Interest expense, net
 
 
 
 
 
 
891

Other (income) expense, net
 
 
 
 
 
 
(384
)
Income before income taxes
 
 
 
 
 
 
$
15,328

Identifiable assets
628,626

 
213,114

 
(82,654
)
 
759,086

Capital expenditures
1,707

 
1,039

 
187

 
2,933

Depreciation and amortization
2,910

 
1,717

 
294

 
4,921

 
 
 
 
 
 
 
 
Six Months Ended July 5, 2015
 
 
 
 
 
 
 
Net revenues
$
254,816

 
$
77,950

 
$

 
$
332,766

Inter-segment revenues
503

 
101

 
(604
)
 

Operating income (loss)
28,330

 
4,250

 
(11,931
)
 
20,649

Interest expense, net
 
 
 
 
 
 
1,446

Other (income) expense, net
 
 
 
 
 
 
(610
)
Income before income taxes
 
 
 
 
 
 
$
19,813

Identifiable assets
825,572

 
187,932

 
(263,807
)
 
749,697

Capital expenditures
3,424

 
1,649

 
547

 
5,620

Depreciation and amortization
7,083

 
3,021

 
583

 
10,687

 
 
 
 
 
 
 
 
Six Months Ended June 29, 2014
 
 
 
 
 
 
 
Net revenues
$
323,167

 
$
95,903

 
$

 
$
419,070

Inter-segment revenues
545

 
131

 
(676
)
 

Operating income (loss)
44,767

 
4,335

 
(12,361
)
 
36,741

Interest expense, net
 
 
 
 
 
 
1,809

Other (income) expense, net
 
 
 
 
 
 
(853
)
Income before income taxes
 
 
 
 
 
 
$
35,785

Identifiable assets
628,626

 
213,114

 
(82,654
)
 
759,086

Capital expenditures
3,479

 
1,688

 
435

 
5,603

Depreciation and amortization
5,727

 
3,443

 
606

 
9,776


Each reporting segment is individually managed and has separate financial results that are reviewed by our chief operating decision-maker. Each segment contains related products and services particular to that segment. For further discussion of the

11



products included in each segment refer to Note 1 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.

In calculating operating income for each reporting segment, certain administrative expenses incurred at the corporate level for the benefit of other reporting segments were allocated to the segments based upon specific identification of costs, employment related information or net revenues.

Corporate / Eliminations are reported on a net “after allocations” basis. Inter-segment intercompany transactions affecting net operating profit have been eliminated within the respective operating segments.

The operating loss reported in the Corporate / Eliminations column in the preceding table consists primarily of the following corporate expenses: compensation and fringe benefit costs for executive management and other corporate staff; Board of Director compensation; corporate development costs (relating to mergers and acquisitions); human resource development and benefit plan administration expenses; legal, accounting and other professional and consulting fees; facilities, equipment and maintenance costs; and travel and various other administrative costs. The above costs are incurred in the course of furthering the business prospects of the Company and relate to activities such as: implementing strategic business growth opportunities; corporate governance; risk management; treasury; investor relations and shareholder services; regulatory compliance; and stock transfer agent costs.

The total assets for each operating segment have been reported as the Identifiable Assets for that segment, including inter-segment intercompany receivables, payables and investments in other CIRCOR businesses. Identifiable assets reported in Corporate / Eliminations include both corporate assets, such as cash, deferred taxes, prepaid and other assets, fixed assets, as well as the elimination of all inter-segment intercompany assets. The elimination of intercompany assets results in negative amounts reported in Corporate / Eliminations for Identifiable Assets for the periods ended July 5, 2015 and June 29, 2014. Corporate Identifiable Assets after elimination of intercompany assets were $21.9 million and $37.9 million as of July 5, 2015 and June 29, 2014, respectively.

(7) Earnings Per Common Share
 
(in thousands, except per share amounts)
Three Months Ended
 
July 5, 2015
 
June 29, 2014
 
Net
Income
 
Shares
 
Per Share
Amount
 
Net
Income
 
Shares
 
Per Share
Amount
Basic EPS
$
4,381

 
16,828

 
$
0.26

 
$
11,926

 
17,665

 
$
0.68

Dilutive securities, common stock options

 
72

 
0.00

 

 
102

 
(0.01
)
Diluted EPS
$
4,381

 
16,900


$
0.26


$
11,926


17,767


$
0.67

 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended
 
July 5, 2015
 
June 29, 2014
 
Net
Income
 
Shares
 
Per Share
Amount
 
Net
Income
 
Shares
 
Per Share
Amount
Basic EPS
$
14,013

 
17,245

 
$
0.81

 
$
26,558

 
17,643

 
$
1.51

Dilutive securities, common stock options

 
61

 
0.00

 

 
111

 
(0.01
)
Diluted EPS
$
14,013

 
17,306

 
$
0.81

 
$
26,558

 
17,754

 
$
1.50


There were 311,880 and 142,740 anti-dilutive stock options, RSU Awards, and RSU MSPs outstanding for the six months ended July 5, 2015 and June 29, 2014, respectively.


12



(8) Financial Instruments

Fair Value
The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. Short-term investments (principally guaranteed investment certificates) are carried at cost which approximates fair value at the balance sheet date. The fair value of our variable rate debt approximates its carrying amount.

Foreign Currency Exchange Risk
The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk and interest rate risk. The Company currently uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject us to significant risk from exchange rate movements because they offset gains and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify for fair value or cash flow hedge treatment. Any unrealized gains and losses on our contracts are recognized as a component of other expense in our consolidated statements of income.

As of July 5, 2015, we had thirteen forward contracts: ten U.S. Dollar/Euro contracts with a total value of $30.1 million and three Brazilian Real/Euro contracts with a total value of less than $0.1 million. This compares to six forward contracts as of December 31, 2014. The fair value asset of the derivative forward contracts as of July 5, 2015 was 0.5 million and was included in prepaid expenses and other current assets on our condensed consolidated balance sheet. This compares to a fair value liability of less than $0.6 million that was included in accrued expenses and other current liabilities on our consolidated balance sheet as of December 31, 2014. The unrealized foreign exchange gain for each of the six month periods ended July 5, 2015 and June 29, 2014 was less than $0.5 million,. Unrealized foreign exchange gains (losses) are included in other (income) expense, net in our condensed consolidated statements of income.

We have determined that the majority of the inputs used to value our foreign currency forward contracts fall within Level 2 of the fair value hierarchy, found under Accounting Standards Codification (“ASC”) Topic 820. The credit valuation adjustments, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties are Level 3 inputs. However, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our foreign currency forward contracts and determined that the credit valuation adjustments are not significant to the overall valuation. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.


13



(9) Guarantees and Indemnification Obligations

As permitted under Delaware law, we have agreements whereby we indemnify certain of our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments we could be required to make under these indemnification agreements is unlimited. However, we have directors’ and officers’ liability insurance policies that limit our exposure for events covered under the policies and should enable us to recover a portion of any future amounts paid. As a result of the coverage under these insurance policies, we believe the estimated fair value of these indemnification agreements based on Level 3 criteria as described under ASC Topic 820 is minimal and, therefore, we have no liabilities recorded from those agreements as of July 5, 2015.

We record provisions for the estimated cost of product warranties, primarily from historical information, at the time product revenue is recognized. We also record provisions with respect to any significant individual warranty issues as they arise. While we engage in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to us. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from our estimates, revisions to the estimated warranty liability would be required.

The following table sets forth information related to our product warranty reserves for the six months ended July 5, 2015 (in thousands):
 
Balance beginning December 31, 2014
$
4,213

Provisions
1,571

Claims settled
(1,170
)
Acquired Reserves/Other
819

Currency translation adjustment
(164
)
Balance ending July 5, 2015
$
5,269


Warranty obligations increased $1.1 million from $4.2 million as of December 31, 2014 to $5.3 million as of July 5, 2015 primarily related to our April 15, 2015 acquisition. For information regarding our acquisition refer to Note 4 to the condensed consolidated financial statements included in this Quarterly Report, for which disclosure is referenced herein.
      
(10) Contingencies and Commitments

We are currently involved in various legal claims and legal proceedings, some of which may involve substantial dollar amounts. Periodically, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether an exposure can be reasonably estimated. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our business, results of operations and financial position.

Asbestos-related product liability claims continue to be filed against two of our subsidiaries: Spence Engineering Company, Inc. (“Spence”), the stock of which we acquired in 1984; and CIRCOR Instrumentation Technologies, Inc. (f/k/a Hoke Incorporated) (“Hoke”), the stock of which we acquired in 1998. Due to the nature of the products supplied by these entities, the markets they serve and our historical experience in resolving these claims, we do not believe that these asbestos-related claims will have a material adverse effect on the financial condition, results of operations or liquidity of Spence or Hoke, or our financial condition, consolidated results of operations or liquidity of the Company.

In February 2015, we agreed to resolve a longstanding customer dispute regarding our design and fabrication of cable protection systems for an off-shore windfarm ("Customer Settlement"), a product line in which we no longer are involved. The resolution of this dispute was recorded as a Special Charge during the fourth quarter of 2014 in the amount of $6.2 million. The final settlement is still pending as of the date of our second quarter 2015 filing. The amounts recorded during the fourth quarter of 2014 continue to reflect our best estimate of probable resolution.

14



Standby Letters of Credit
We execute standby letters of credit, which include bid bonds and performance bonds, in the normal course of business to ensure our performance or payments to third parties. The aggregate notional value of these instruments was $56.2 million at July 5, 2015. Our historical experience with these types of instruments has been good and no claims have been paid in the current or past five fiscal years. We believe that the likelihood of demand for a significant payment relating to the outstanding instruments is remote. These instruments generally have expiration dates ranging from less than 1 month to 5 years from July 5, 2015.
The following table contains information related to standby letters of credit instruments outstanding as of July 5, 2015 (in thousands):
Term Remaining
Maximum Potential
Future  Payments
0–12 months
$
38,246

Greater than 12 months
17,915

Total
$
56,161


(11) Defined Pension Benefit Plans

We maintain two pension benefit plans, a qualified noncontributory defined benefit plan and a nonqualified, noncontributory defined benefit supplemental plan that provides benefits to certain retired highly compensated officers and employees. To date, the supplemental plan remains an unfunded plan. These plans include significant pension benefit obligations which are calculated based on actuarial valuations. Key assumptions are made in determining these obligations and related expenses, including expected rates of return on plan assets and discount rates. Benefits are based primarily on years of service and employees’ compensation.
As of July 1, 2006, in connection with a revision to our retirement plan, we froze the pension benefits of our qualified noncontributory plan participants. Under the revised plan, such participants generally do not accrue any additional benefits under the defined benefit plan after July 1, 2006.
During the three and six months ended July 5, 2015, we made cash contributions of $0.4 million and $0.8 million to our qualified defined benefit pension plan. Additionally, substantially all of our U.S. employees are eligible to participate in a 401(k) savings plan. Under this plan, we make a core contribution and match a specified percentage of employee contributions, subject to certain limitations.

The components of net pension benefit expense are as follows (in thousands):
 
Three Months Ended
 
Six Months Ended
 
July 5,
2015
 
June 29,
2014
 
July 5,
2015
 
June 29,
2014
Interest cost on benefits obligation
548

 
545

 
1,097

 
1,090

Estimated return on assets
(723
)
 
(697
)
 
(1,446
)
 
(1,394
)
Loss amortization
211

 
127

 
421

 
254

Net periodic cost of defined pension benefit plans
$
36

 
$
(25
)
 
$
72

 
$
(50
)

(12) Income Taxes
As required by ASC 740, Income Taxes, as of July 5, 2015 and December 31, 2014, we had $1.4 million and $2.0 million of unrecognized tax benefits, respectively, of which $1.1 million and $1.5 million, respectively, would affect our effective tax rate if recognized in any future period.
We recognize interest and penalties related to uncertain tax positions in income tax expense. As of July 5, 2015, we had approximately $0.3 million of accrued interest related to uncertain tax positions.

The Company files income tax returns in the U.S. federal, state and local jurisdictions and in foreign jurisdictions. The
Company is no longer subject to examination by the Internal Revenue Service (the "IRS") for years prior to 2012 and is no longer subject to examination by the tax authorities in foreign and state jurisdictions prior to 2006. The Company is currently under examination for income tax filings in various foreign jurisdictions. During Q2 2015, the Company agreed to a settlement

15



of $2.2 million with the Italian tax authorities regarding withholding taxes on certain intercompany dividends paid in 2009. $1.3 million of this settlement was recorded as tax expense during the second quarter of 2015 and $0.9 million was accrued as of December 31, 2014.

During Q2 2015, the Company recorded additional income tax expense of $1.1 million to correct a prior year underaccrual relating to tax on foreign income. Management believes the adjustment is immaterial to the prior period financial statements and the amount is not expected to be material to the financial statements for the year ending December 31, 2015.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and vice versa. Changes in the valuation of our deferred tax assets or liabilities, or changes in tax laws or interpretations thereof may also adversely affect our future effective tax rate. In addition, we are subject to the continuous examination of our income tax returns by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

The Company has a net domestic deferred income tax asset and a net foreign deferred tax liability. With regard to deferred income tax assets, we maintained a total valuation allowance of $9.3 million at July 5, 2015 and $9.4 million at December 31, 2014 due to uncertainties related to our ability to utilize certain of these assets, primarily consisting of foreign and state net operating losses and state tax credits carried forward. During the second quarter of 2015 we recorded an adjustment to our valuation allowance which reduced tax expense by $1.7 million, as well as an increase to the allowance of $1.6 million primarily due to changes in foreign currency exchange rates and additional losses that have no tax benefit. The valuation allowance is based on estimates of taxable income in each of the jurisdictions in which we operate and the period over which our deferred tax assets will be recoverable. If market conditions improve and future results of operations exceed our current expectations, our existing tax valuation allowances may be adjusted, resulting in future tax benefits. Alternatively, if market conditions deteriorate or future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realizable. Consequently, we may need to establish additional tax valuation allowances for all or a portion of the gross deferred tax assets, which may have a material adverse effect on our business, results of operations and financial condition. The Company has had a history of domestic and foreign taxable income, is able to avail itself of federal tax carryback provisions, has future taxable temporary differences and projects future domestic and foreign taxable income. We believe that after considering all of the available objective evidence, it is more likely than not that the results of future operations will generate sufficient taxable income to realize the remaining net deferred income tax asset.

(13) Share-Based Compensation

As of July 5, 2015, we have two share-based compensation plans. The 2014 Stock Option and Incentive Plan (the "2014 Plan") was adopted by our Board of Directors on February 12, 2014 and approved by our shareholders at the Company's annual meeting held on April 30, 2014. As of April 30, 2014, no new awards will be granted under the existing Amended and Restated 1999 Stock Option and Incentive Plan (the “1999 Plan”). As a result, any shares subject to outstanding awards under the 1999 Plan that expire, are canceled or otherwise terminate, or are withheld to satisfy tax withholding obligations will not be available for award grant purposes under the 2014 Plan. Both plans permit the grant of the following types of awards to our officers, other employees and non-employee directors: incentive stock options; non-qualified stock options; deferred stock awards; restricted stock awards; unrestricted stock awards; performance share awards; cash-based awards; stock appreciation rights ("SARs") and dividend equivalent rights. The 2014 Plan provides for the issuance of up to 1,700,000 shares of common stock (subject to adjustment for stock splits and similar events). Under the 2014 Plan, shares issued for awards other than stock options or SARs count against the aggregate share limit as 1.9 shares for every share actually issued. New options granted under the 2014 Plan could have varying vesting provisions and exercise periods. Options granted under the 1999 Plan vest in periods ranging from one year to five years and expire either seven years or ten years after the grant date. Restricted stock units granted under the 1999 Plan generally vest within three years. Vested restricted stock units will be settled in shares of our common stock.

As of July 5, 2015, there were 589,115 stock options (including the CEO and CFO stock option awards noted below) and 217,040 restricted stock units outstanding of which 9,454 restricted stock units were granted in 2013 outside the plan as part of a new hire inducement award. In addition, there were 1,402,072 shares available for grant under the 2014 Plan as of July 5, 2015. As of July 5, 2015, there were 10,700 outstanding restricted stock units that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share ("EPS"). There is no difference in the earnings per share amounts between the two class method and the treasury stock method, which is why we continue to use the treasury stock method.

The Black-Scholes option pricing model was used to estimate the fair value of each stock option grant at the date of grant excluding the 2013 and 2014 CEO and CFO stock option awards which were valued using the Monte Carlo option pricing

16



model. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk-free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant.

During the six months ended July 5, 2015, we granted 118,992 stock options compared with 164,503 stock options granted during the first six months of 2014.

The average fair value of stock options granted during the first six months of 2015 and 2014 was $17.88 and $26.32, respectively, and was estimated using the following weighted-average assumptions:

 
2015

2014

Risk-free interest rate
1.4
%
1.8
%
Expected life (years)
4.5

3.7

Expected stock volatility
40.4
%
41.4
%
Expected dividend yield
0.3
%
0.2
%

For additional information regarding the historical issuance of stock options including awards to our CEO and CFO, refer to our Form 10-K filed on February 18, 2015.

We account for Restricted Stock Unit Awards (“RSU Awards”) by expensing the weighted average fair value to selling, general and administrative expenses ratably over vesting periods generally ranging up to three years. During the six months ended July 5, 2015 and June 29, 2014, we granted 57,564 and 33,532 RSU Awards with approximate fair values of $52.04 and $72.11 per RSU Award, respectively. During the first six months of 2015 and 2014, we granted performance-based RSUs as part of the overall mix of RSU Awards. These performance-based RSUs include metrics for achieving Return on Invested Capital and Adjusted Operating Margin with target payouts ranging from 0% to 200%. Of the 57,564 RSUs granted during the six months ended July 5, 2015, 26,094 are performance-based RSU awards. This compares to 11,881 performance-based RSU awards granted during the six months ended June 29, 2014.

The CIRCOR Management Stock Purchase Plan, which is a component of both the 2014 Plan and the 1999 Plan, provides that eligible employees may elect to receive restricted stock units in lieu of all or a portion of their pre-tax annual incentive bonus and, in some cases, make after-tax contributions in exchange for restricted stock units (“RSU MSPs”). In addition, non-employee directors may elect to receive restricted stock units in lieu of all or a portion of their annual directors’ fees. Each RSU MSP represents a right to receive one share of our common stock after a three year vesting period. RSU MSPs are granted at a discount of 33% from the fair market value of the shares of common stock on the date of grant. This discount is amortized as compensation expense, to selling, general and administrative expenses, over a four year period. RSU MSPs totaling 38,965 and 32,752 with per unit discount amounts representing fair values of $17.11 and $23.61 were granted under the CIRCOR Management Stock Purchase Plan during the six months ended July 5, 2015 and June 29, 2014, respectively.

Compensation expense related to our share-based plans for the six month periods ended July 5, 2015 and June 29, 2014 was $4.1 million and $4.0 million, respectively. For the six month period ended July 5, 2015, $3.7 million compensation expense was recorded as selling, general and administrative expense. In addition, $0.4 million was recorded as a special charge related to the retirement of one of our executive officers. For the six month period ended June 29, 2014, $4.0 million was recorded as selling, general and administrative expense. As of July 5, 2015, there was $10.8 million of total unrecognized compensation costs related to our outstanding share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.0 years.

The weighted average contractual term for stock options outstanding and options exercisable as of July 5, 2015 was 7.4 years and 6.6 years, respectively. The aggregate intrinsic value of stock options exercised during the six months ended July 5, 2015 was less than $0.1 million and the aggregate intrinsic value of stock options outstanding and options exercisable as of July 5, 2015 was $3.0 million and $1.4 million, respectively.

The aggregate intrinsic value of RSU Awards settled during the six months ended July 5, 2015 was $2.4 million and the aggregate intrinsic value of RSU Awards outstanding and RSU Awards vested and deferred as of July 5, 2015 was $6.5 million and less than $0.1 million, respectively.


17



The aggregate intrinsic value of RSU MSPs settled during the six months ended July 5, 2015 was $0.4 million and the aggregate intrinsic value of RSU MSPs outstanding and RSU MSPs vested and deferred as of July 5, 2015 was $1.5 million and $0.2 million, respectively.

We also grant Cash Settled Stock Unit Awards to certain international employee participants. These Cash Settled Stock Unit Awards typically cliff-vest in three years and are settled in cash based on the Company's closing stock price at the time of vesting. As of July 5, 2015, there were 29,970 Cash Settled Stock Unit Awards outstanding compared to 38,418 as of June 29, 2014. During the six months ended July 5, 2015, the aggregate cash used to settle Cash Settled Stock Unit Awards was $0.6 million. As of July 5, 2015, we had $0.7 million of accrued expenses in current liabilities associated with these Cash Settled Stock Unit Awards compared with $1.2 million as of June 29, 2014. Cash Settled Stock Unit Awards related compensation costs for the six month periods ended July 5, 2015 and June 29, 2014 was $0.2 million and $0.3 million, respectively, and was recorded as selling, general, and administrative expense.

(14) Accumulated Other Comprehensive Loss
The following table summarizes the changes in accumulated other comprehensive loss, which is reported as a component of stockholders' equity, for the six months ended July 5, 2015 (in thousands):
 
Foreign Currency Translation Adjustments
 
Pension, net
 
Total
Balance as of December 31, 2014
(5,112
)
 
(28,834
)
 
(33,946
)
Other comprehensive (loss) income, net of tax
(16,944
)
 

 
(16,944
)
Balance as of July 5, 2015
(22,056
)
 
(28,834
)
 
(50,890
)
Amounts reclassified from accumulated other comprehensive loss to net income were immaterial for the six months ended July 5, 2015.

(15) Special & Restructuring Charges / (Recoveries)

Background

On April 15, 2015, we acquired Germany-based Schroedahl, a privately-owned manufacturer of safety and control valves primarily in the power generation market. During the first and second quarters of 2015, we incurred $0.5 million and $0.3 million of special charges, respectively, primarily professional fees, associated with this acquisition.

During the first quarter of 2015, we recorded special charges of $0.3 million associated with the retirement of our Energy President ("Executive retirement charges"). These charges primarily related to equity award modification charges.

On February 18, 2015, we announced additional restructuring actions ("2015 Announced Restructurings"), under which we are continuing to simplify our businesses. Under this restructuring, we are reducing certain general, administrative and manufacturing related expenses.

On January 6, 2015, we announced the divestiture of two of our non-core businesses ("Divestitures") as part of our simplification strategy. During the fourth quarter of 2014, we recorded $3.4 million of special charges associated with incurred losses and expenses related to these divestitures. The Energy divestiture was completed in the fourth quarter of 2014. During the first quarter of 2015, the Aerospace & Defense divestiture was completed and we recorded a special gain of $1.0 million.

On April 22, 2014, we announced restructuring actions ("2014 Announced Restructurings"), under which we are continuing to simplify our businesses. Under this restructuring, we are reducing certain general and administrative expenses, including the reduction of certain management layers, and closing or consolidating a number of smaller facilities. The savings from these restructuring actions will be utilized for growth investments.

On March 28, 2014, we entered into a settlement agreement for $1.5 million with Watts Water Technologies, Inc ("Watts"). Accordingly, we recorded a $0.3 million special charge in the quarter, net of amounts previously accrued.

On January 24, 2014, we reached a settlement on the T.M.W. Corporation ("TMW") arbitration where it was agreed that TMW would waive all rights to amounts due from us under a contingent consideration promissory note established at the time of acquisition, resulting in a special gain of approximately $2.2 million during the first quarter of 2014.

18




On August 1, 2013 and October 31, 2013, we announced restructuring actions associated with our Energy and Aerospace & Defense segments under which we have simplified the manner in which we manage our businesses ("2013 Announced Restructuring"). Under these restructurings, we consolidated facilities, shifted expenses to lower cost regions, restructured certain non-strategic product lines, and also consolidated our group structure from three groups to two, reducing management layers and administrative expenses.

Restructuring Related Inventory Charges
During the second quarter of 2014, third quarter of 2014, and second quarter of 2015, in connection with the restructuring of certain structural landing gear product lines, we recorded inventory related charges of $5.1 million, $2.9 million, and $2.0 million, respectively, within the Aerospace & Defense segment. In addition, during the second quarter of 2015, we recorded restructuring related inventory charges of $0.2 million associated with the exit of our Energy segment cable protection product line. These restructuring related inventory charges were included as cost of revenues.

Q2 2015 Quarter-to-Date and Year-to-Date

As of and for the three and six months ended July 5, 2015, we recorded $3.3 million and $4.8 million, respectively, of non-inventory restructuring related and special charges, net of recoveries, as shown in the tables below (in thousands):
 
Special Charges / (Recoveries)
 
As of and for the three months ended July 5, 2015
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Accrued special and restructuring charges as of April 5, 2015
 
 
 
 
 
 
$
8,944

Facility and professional fee related expenses
362

 
244

 

 
606

  Employee related expenses
2,456

 
65

 

 
2,521

Total restructuring charges
$
2,818

 
$
309

 
$

 
$
3,127

Divestitures
(28
)
 
(65
)
 

 
(93
)
Acquisition related charges
276

 

 

 
276

    Total special and restructuring charges
$
3,066

 
$
244

 
$

 
$
3,310

Special charges paid / settled
 
 
 
 
 
 
$
3,927

Accrued special and restructuring charges as of July 5, 2015
 
 
 
 
 
 
$
8,327

 
 
 
 
 
 
 
 
 
Special Charges / (Recoveries)
 
As of and for the six months ended July 5, 2015
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Accrued special and restructuring charges as of December 31, 2014
 
 
 
 
 
 
$
9,133

Facility and professional fee related expenses
381

 
257

 

 
638

  Employee related expenses
2,780

 
1,221

 

 
4,001

Total restructuring charges
$
3,161

 
$
1,478

 
$

 
$
4,639

Divestitures
(2
)
 
(1,042
)
 

 
(1,044
)
Acquisition related charges
806

 

 

 
806

Executive retirement charges

 

 
420

 
420

    Total special and restructuring charges
$
3,965

 
$
436

 
$
420

 
$
4,821

Special charges paid / settled
 
 
 
 
 
 
5,627

Accrued special and restructuring charges as of July 5, 2015
 
 
 
 
 
 
$
8,327







19



Q2 2014 Quarter-to-Date and Year-to-Date

During the three and six months ended June 29, 2014, we recorded $1.3 million and $0.1 million, respectively, of non-inventory restructuring related and special charges, net of recoveries, as shown in the tables below (in thousands):

 
Special Charges / (Recoveries)
 
As of and for the three months ended June 29, 2014
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Accrued special and restructuring charges as of March 30, 2014
 
 
 
 
 
 
$
2,725

Facility and professional fee related expenses
88

 
9

 

 
97

Employee related expenses
422

 
449

 
289

 
1,160

Total restructuring charges
$
510

 
$
458

 
$
289

 
$
1,257

Special charges paid / settled


 


 


 
1,887

Accrued special and restructuring charges as of June 29, 2014


 


 


 
2,095

 


 


 


 


 
Special Charges / (Recoveries)
 
As of and for the six months ended June 29, 2014
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Accrued special and restructuring charges as of December 31, 2013
 
 
 
 
 
 
$
4,180

Facility and professional fee related expenses
424

 
93

 

 
517

Employee related expenses
773

 
464

 
289

 
1,526

Total restructuring charges
$
1,197

 
$
557

 
$
289

 
$
2,043

Watts Settlement

 

 
300

 
300

TMW settlement special gain
$

 
$
(2,243
)
 
$

 
$
(2,243
)
    Total special and restructuring charges
$
1,197

 
$
(1,686
)
 
$
589

 
$
100

Special charges paid / settled


 


 


 
2,185

Accrued special and restructuring charges as of June 29, 2014


 


 


 
2,095


Inception to Date
The following table (in thousands) summarizes our 2015 Announced Restructuring related special charges incurred during the six month ended July 5, 2015:
 
2015 Announced Restructuring Charges / (Recoveries), net as of
July 5, 2015
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Facility and professional fee related expenses - incurred to date
375

 
257

 

 
632

Employee related expenses - incurred to date
2,783

 
630

 

 
3,413

Total restructuring related special charges - incurred to date
$
3,158

 
$
887

 
$

 
$
4,045

Additional special charges that we expect to be recorded with the 2015 announced restructuring actions are included in the future projection below.
The following table (in thousands) summarizes our 2014 Announced Restructuring related special charges incurred from the second quarter of 2014 through April 5, 2015:


20



 
2014 Announced Restructuring Charges / (Recoveries), net as of
July 5, 2015
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Facility and professional fee related expenses - incurred to date
(64
)
 
95

 

 
31

Employee related expenses - incurred to date
1,463

 
2,956

 
317

 
4,736

Total restructuring related special charges - incurred to date
$
1,399

 
$
3,051

 
$
317

 
$
4,767

We do not anticipate any additional restructuring related special charges associated with the 2014 Restructuring actions.
The following table (in thousands) summarizes our 2013 Announced Restructuring related special charges incurred from the third quarter of 2013 through June 29, 2014. Charges with this action were finalized in the second quarter of 2014. We do not anticipate any additional special charges to be incurred associated with the 2013 Announced Restructuring actions.
 
2013 Announced Restructuring Charges / (Recoveries), net as of
July 5, 2015
 
Energy
 
Aerospace & Defense
 
Corporate
 

Total
Facility and professional fee related expenses - incurred to date
2,117

 
473

 

 
2,590

Employee related expenses - incurred to date
2,945

 
1,519

 

 
4,464

Total restructuring related special charges - incurred to date
$
5,062

 
$
1,992

 
$

 
$
7,054

The restructuring charges incurred to date are expected to be paid in cash during the periods of Q3 and Q4 2015.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the SEC. The words “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the cyclicality and highly competitive nature of some of our end- markets which can affect the overall demand for and pricing of our products, changes in the price of and demand for oil & gas in both domestic and international markets, any adverse changes in governmental policies, variability of raw material and component pricing, changes in our suppliers’ performance, fluctuations in foreign currency exchange rates, our ability to hire and maintain key personnel, our ability to continue operating our manufacturing facilities at efficient levels including our ability to prevent cost overruns and continue to reduce costs, our ability to generate increased cash by reducing our inventories, our prevention of the accumulation of excess inventory, our ability to successfully implement our acquisition, divestiture, restructuring, or simplification strategies, fluctuations in interest rates, potential security measure breaches or attacks, our ability to continue to successfully defend product liability actions including asbestos-related claims, as well as the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world as a result of terrorist attacks, current Middle Eastern conflicts and related matters. We advise you to read further about certain of these and other risk factors set forth in Part I, Item 1A, “Risk Factors” of our Annual Report filed on Form 10-K for the year ended December 31, 2014, together with subsequent reports we have filed with the SEC on Forms 10-Q and 8-K, which may supplement, modify, supersede, or update those risk factors. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


21



Company Overview

CIRCOR International, Inc. designs, manufactures and markets valves and other highly engineered products and sub-systems used in the Oil & Gas, power generation, aerospace, defense and industrial markets. Within our major product groups, we develop, manufacture, sell and service a portfolio of fluid-control products, sub-systems and technologies that enable us to fulfill our customers’ unique fluid-control application needs.

We have organized our reporting structure into two segments: Energy and Aerospace & Defense. The primary markets served by our Energy segment are oil & gas: upstream, mid-stream and downstream; as well as the global power generation market. The Aerospace & Defense segment primarily serves commercial and military aerospace end-markets as well as certain international Navy applications.

Basis of Presentation

All significant intercompany balances and transactions have been eliminated in consolidation. We monitor our business in two segments: Energy and Aerospace & Defense.

We operate and report financial information using a 52-week fiscal year ending December 31. The data periods contained within our Quarterly Reports on Form 10-Q reflect the results of operations for the 13-week, 26-week and 39-week periods which generally end on the Sunday nearest the calendar quarter-end date.

Critical Accounting Policies

The following discussion of accounting policies is intended to supplement the section “Summary of Significant Accounting Policies” presented in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014. These policies were selected because they are broadly applicable within our operating units. The expenses and accrued liabilities or allowances related to certain of these policies are initially based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when our actual experience, or new information concerning our expected experience, differs from underlying initial estimates. These adjustments could be material if our actual or expected experience were to change significantly in a short period of time. We make frequent comparisons of actual experience and expected experience in order to mitigate the likelihood of material adjustments.

There have been no significant changes from the methodology applied by management for critical accounting estimates previously disclosed in our most recent Annual Report on Form 10-K.


22



Results of Operations for the Three Months Ended July 5, 2015 Compared to the Three Months Ended June 29, 2014 (unaudited)

The following table sets forth the consolidated results of operations, percentage of net revenues and the period-to-period percentage change in certain financial data for the three months ended July 5, 2015 and June 29, 2014:

 
Three Months Ended
 
Three Months Ended
 
 
 
July 5, 2015
 
June 29, 2014
 
% Change
 
( in thousands, except percentages)
Net revenues
$
166,906

 
100.0
 %
 
$
207,884

 
100.0
 %
 
(19.7
)%
Cost of revenues
116,112

 
69.6
 %
 
148,184

 
71.3
 %
 
(21.6
)%
Gross profit
50,794

 
30.4
 %
 
59,700

 
28.7
 %
 
(14.9
)%
Selling, general and administrative expenses
39,885

 
23.9
 %
 
42,609

 
20.5
 %
 
(6.4
)%
Special charges (recoveries), net
3,310

 
2.0
 %
 
1,257

 
0.6
 %
 
163.3
 %
Operating income
7,599

 
4.6
 %
 
15,834

 
7.6
 %
 
(52.0
)%
Other expense (income):
 
 
 
 
 
 
 
 
 
Interest expense, net
805

 
0.5
 %
 
891

 
0.4
 %
 
(9.7
)%
Other (income), net
(104
)
 
(0.1
)%
 
(384
)
 
(0.2
)%
 
(72.9
)%
Total other expense, net
701

 
0.4
 %
 
507

 
0.2
 %
 
38.3
 %
Income before income taxes
6,898

 
4.1
 %
 
15,327

 
7.4
 %
 
(55.0
)%
Provision for income taxes
2,517

 
1.5
 %
 
3,402

 
1.6
 %
 
(26.0
)%
Net income
$
4,381

 
2.6
 %
 
$
11,925

 
5.7
 %
 
(63.3
)%

Net Revenues
Net revenues for the three months ended July 5, 2015 decreased by $41.0 million, or 20%, to $166.9 million from $207.9 million for the three months ended June 29, 2014. The change in net revenues for the three months ended July 5, 2015 was attributable to the following:
 
Three Months Ended
 
Total Change
 
Acquisitions
Divestitures
 
Operations
 
Foreign
Exchange
Segment
July 5, 2015
 
June 29, 2014
 
 
(in thousands, except percentages)
Energy
$
127,230

 
$
160,580

 
$
(33,350
)
 
$
5,187

$
(10,032
)
 
$
(18,572
)
 
$
(9,933
)
Aerospace & Defense
39,676

 
47,304

 
(7,628
)
 

(3,503
)
 
(1,339
)
 
(2,786
)
Total
$
166,906

 
$
207,884

 
$
(40,978
)
 
$
5,187

$
(13,535
)
 
$
(19,911
)
 
$
(12,719
)

The Energy segment accounted for approximately 76% of net revenues for the three months ended July 5, 2015 and June 29, 2014, with the Aerospace & Defense segment accounting for the remainder.

Energy segment net revenues decreased by $33.4 million, or 21%, for the three months ended July 5, 2015 compared to the three months ended June 29, 2014. The decrease was primarily driven by lower volume in our North American short-cycle businesses (12%), unfavorable foreign currency impact (6%), a business divestiture (6%), and lower shipment volume from our downstream instrumentation business (3%). These decreases were partially offset by higher revenues from our large international projects business (4%) and our April 15, 2015 acquisition of Schroedahl (3%). Orders decreased $49.0 million to $111.4 million for the three months ended July 5, 2015 compared to $160.4 million for the same period in 2014, primarily as a result of lower North American short-cycle orders (20%) and from our business divestiture (7%). Backlog for our Energy segment has decreased $31.5 million to $248.0 million as of July 5, 2015 compared to $279.5 million as of June 29, 2014, primarily due to reductions from our business divestiture (7%), North American short-cycle order reductions (7%), downstream instrumentation business (4%), partially offset by an increase in our control valves businesses (6%) and our April 2015 business acquisition (4%).

Aerospace & Defense segment net revenues decreased by $7.6 million, or 16%, for the three months ended July 5, 2015 compared to the same period in 2014. The decrease was primarily driven by a business divestiture (7%), unfavorable foreign

23



currency impact (5%), declines in our California based business, including landing gear product line exits (3%). Orders decreased $13.1 million to $30.3 million for the three months ended July 5, 2015 compared to $43.4 million for the same period in 2014, primarily due to the deferral of orders at our New York based actuation business (16%) and a business divestiture (7%). Order backlog decreased $37.2 million to $96.3 million as of July 5, 2015 compared to $133.5 million as of June 29, 2014, primarily as a result of foreign exchange remeasurements (10%), a change in policy implemented during the fourth quarter of 2014 (9%), and the deferral of New York actuation orders (6%).

Operating Income (Loss)
The change in operating income (loss) for the three months ended July 5, 2015 compared to the three months ended June 29, 2014 was as follows:
 
(in thousands)
Three Months Ended
 
Total Change
 
Acquisitions
Divestitures
 
Operations
 
Foreign Exchange
 
Restructuring Related Inventory & Special Charges / (Recoveries), net
Segment
July 5,
2015
 
June 29,
2014
 
 
Energy
$
11,679

 
$
22,992

 
$
(11,313
)
 
$
(498
)
$
(402
)
 
$
(11,948
)
 
$
(1,174
)
 
$
2,709

Aerospace & Defense
1,397

 
(2,235
)
 
3,632

 
0

(455
)
 
7,744

 
(157
)
 
(3,500
)
Corporate
(5,477
)
 
(4,923
)
 
(554
)
 
0

0

 
(265
)
 

 
(289
)
 
$
7,599

 
$
15,834

 
$
(8,235
)
 
$
(498
)
$
(857
)
 
$
(4,469
)
 
$
(1,331
)
 
$
(1,080
)

Non-inventory restructuring related and special charges, net of recoveries, for the three months ended July 5, 2015 and June 29, 2014 were as follows:
 
Three Months Ended July 5, 2015

 
Restructuring Related Inventory Charges(1)
 
Restructuring Charges, net (2)
 
Special Other (Recoveries) Charges, net (2)
Segment
 
 
(in thousands)
Energy
$
3,219

 
$
153

 
$
2,922

 
$
144

Aerospace & Defense
$
2,096

 
1,852

 
309

 
(65
)
Corporate
$

 

 

 

Total
$
5,315

 
$
2,005

 
$
3,231

 
$
79

 
 
 
 
 
 
 
 
 
Three Months Ended June 29, 2014

 
Restructuring Related Inventory Charges (1)
 
Restructuring Charges, net (2)
 
Special Other (Recoveries) Charges, net (2)
Segment
 
 
(in thousands)
Energy
$
510

 
$

 
$
510

 
$

Aerospace & Defense
5,597

 
5,139

 
458

 

Corporate
289

 

 
289

 

Total
$
6,396

 
$
5,139

 
$
1,257

 
$

(1) Restructuring related inventory charges are included in Cost of Revenues. See Note 15, Special and Restructuring Charges/(Recoveries), for additional detail on restructuring related inventory charges.


(2) See Note 15,. Special and Restructuring Charges/(Recoveries) for additional detail on Special (recoveries) charges, net

Future Projection

We expect to incur additional special charges between $1.3 million and $1.5 million within our Energy segment, which are primarily facility and employee related during the remainder of 2015 to finalize our 2015 restructuring actions. These restructuring activities are expected to be funded with cash generated from operations. In July 2015, we announced the closure of one of the two Corona, California manufacturing facilities, which is expected to result in additional 2016 special charges of approximately $3.8 million to $4.1 million. See "Special & Restructuring Charges / (Recoveries)" in Note 15 of the accompanying unaudited condensed consolidated financial statements for more detail on these non-inventory restructuring related and special charges for the three months ended July 5, 2015 and June 29, 2014.


24



We also expect to record amortization expense of $6.2 million for the remainder of 2015, approximately $4.6 million of this relates to the Schroedahl acquisition.

Operating income decreased $8.2 million, or 52%, to $7.6 million for the three months ended July 5, 2015, compared to $15.8 million for the same period in 2014.

Operating income for our Energy segment decreased $11.3 million, or 49%, to $11.7 million for the three months ended July 5, 2015, compared to $23.0 million for the same period in 2014. The year over year decrease in operating income was primarily driven by lower North American short-cycle volume (29%), higher losses at our Brazil business (5%), higher amortization expense, higher restructuring charges, and unfavorable foreign exchange fluctuations of $1.2 million (5%), partially offset by operational improvements at our large international projects business (5%). Operating margins declined 510 basis points to 9.2% compared to the same period in 2014, primarily due to North American short-cycle volume decreases and foreign exchange impact within our large international projects business, partially offset by savings from restructuring actions.

Operating income for our Aerospace & Defense segment increased $3.6 million, or 163%, to $1.4 million for the three months ended July 5, 2015, compared to a loss of $2.2 million for the same period in 2014. The year over year increase in operating income was primarily driven by lower restructuring related inventory charges associated with the exit of certain landing gear product lines in previous periods which resulted in a decrease in costs. Operating margins improved 820 basis points to 3.5% compared to the same period in 2014, primarily due to lower landing gear product line exit costs and restructuring savings.

Corporate operating expenses increased $0.6 million, or 11%, to $5.5 million for the three months ended July 5, 2015, compared to the same period in 2014, primarily due to higher professional fees.
 
Interest Expense, Net
Interest expense, net decreased by less than $0.1 million to $0.8 million for the three months ended July 5, 2015, compared to $0.9 million for the three months ended June 29, 2014. This change in interest expense was primarily due to lower interest rates during the period partially offset by higher debt balances.

Other (Income) Expense, Net
Other income, net was $0.1 million and $0.4 million for the three months ended July 5, 2015 and June 29, 2014, respectively.
   
Provision for Income Taxes
The effective tax rate was 36.5% for the quarter ended July 5, 2015 compared to 22.2% for the same period of 2014. The tax rate in the quarter ended July 5, 2015 was impacted by the following items: additional tax expense of $1.3 million associated with the settlement of an Italy tax matter, additional tax expense of $1.1 million related to prior year taxes on foreign income, partially offset by a valuation allowance adjustment of $1.7 million. Refer to Note 12 for additional information.

25



Results of Operations for the Six Months Ended July 5, 2015 Compared to the Six Months Ended June 29, 2014

The following table sets forth the results of operations, percentage of net revenues and the period-to-period percentage change in certain financial data for the six months ended July 5, 2015 and June 29, 2014:

 
Six Months Ended
 
Six Months Ended
 
 
 
July 5, 2015
 
June 29, 2014
 
% Change
 
(in thousands, except percentages)
Net revenues
$
332,766

 
100.0
 %
 
$
419,070

 
100.0
 %
 
(20.6
)%
Cost of revenues
229,323

 
68.9
 %
 
294,731

 
70.3
 %
 
(22.2
)%
Gross profit
103,443

 
31.1
 %
 
124,339

 
29.7
 %
 
(16.8
)%
Selling, general and administrative expenses
77,973

 
23.4
 %
 
87,498

 
20.9
 %
 
(10.9
)%
Special charges
4,821

 
1.4
 %
 
100

 
0.0
 %
 
N/M*

Operating income
20,649

 
6.2
 %
 
36,741

 
8.8
 %
 
(43.8
)%
Other (income) expense:
 
 
 
 
 
 
 
 
 
Interest expense, net
1,446

 
0.4
 %
 
1,809

 
0.4
 %
 
(20.1
)%
Other (income), net
(610
)
 
(0.2
)%
 
(853
)
 
(0.2
)%
 
(28.5
)%
Total other expense
836

 
0.3
 %
 
956

 
0.2
 %
 
(12.6
)%
Income before income taxes
19,813

 
6.0
 %
 
35,785

 
8.5
 %
 
(44.6
)%
Provision for income taxes
5,800

 
1.7
 %
 
9,227

 
2.2
 %
 
(37.1
)%
Net income
$
14,013

 
4.2
 %
 
$
26,558

 
6.3
 %
 
(47.2
)%
*Not a meaningful percentage


 


 


 


 



Net Revenues
Net revenues for the six months ended July 5, 2015 decreased by $86.3 million, or 21%, to $332.8 million from $419.1 million for the six months ended June 29, 2014. The change in net revenues for the six months ended July 5, 2015 was attributable to the following:
 
 
Six Months Ended
 
Total Change
 
Acquisitions
 
Divestitures
 
Operations
 
Foreign
Exchange
Segment
July 5, 2015
 
June 29, 2014
 
 
(in thousands)
Energy
$
254,816

 
$
323,167

 
$
(68,351
)
 
$
5,187

 
$
(20,591
)
 
$
(32,576
)
 
$
(20,371
)
Aerospace & Defense
77,950

 
95,903

 
(17,953
)
 

 
(5,906
)
 
(6,379
)
 
(5,668
)
Total
$
332,766

 
$
419,070

 
$
(86,304
)
 
$
5,187

 
$
(26,497
)
 
$
(38,955
)
 
$
(26,039
)

The Energy segment accounted for 77% of net revenues for the six months ended July 5, 2015 and June 29, 2014 with the Aerospace & Defense segment accounting for the remainder.

Energy segment revenues decreased by $68.4 million, or 21%, for the six months ended July 5, 2015 as compared to the six months ended June 29, 2014. The decrease was primarily driven by lower shipment volumes in the upstream North American short-cycle business (8%), a business divestiture (6%), unfavorable fluctuations in foreign exchange (6%), and lower shipments in our downstream instrumentation businesses (2%). These revenue decreases were partially offset by higher shipment volume in our large international projects business (3%) and our April 15, 2015 acquisition of Schroedahl (2%). Energy segment orders decreased $65.4 million to $254.5 million for the six months ended July 5, 2015, compared to $319.9 million for the same period in 2014, primarily due to a decrease in bookings in the North American short-cycle business (16%) and from a business divestiture (7%), offset by an increase in our large international projects (9%). Orders within our large international project businesses can be unpredictable or "lumpy" given the nature of the procurement process.

Aerospace & Defense segment revenues decreased by $18.0 million, or 19%, for the six months ended July 5, 2015, compared to the six months ended June 29, 2014. The decrease was primarily driven by declines in our California based business related to landing gear product line exits (7%), an unfavorable foreign exchange impact (6%), and our UK defense business (3%).

26



Orders for this segment decreased $14.3 million to $69.5 million for the six months ended July 5, 2015, compared to $83.8 million for the same period in 2014, primarily as a result of order deferrals in our New York actuation based business (12%), a business divestiture (7%), and lower UK defense business orders (4%), partially offset by higher California fluid controls orders.

Operating Income (Loss)

The change in operating income (loss) for the six months ended July 5, 2015 compared to the six months ended June 29, 2014 was as follows:
 
Six Months Ended
 
Total
Change
 
Acquisition
 
Divestiture
 
Operations
 
Foreign
Exchange
 
Restructuring Related Inventory & Special (Recoveries) Charges, net
Segment
July 5, 2015
 
June 29, 2014
 
 
(in thousands)
 
 
Energy
$
28,330

 
$
44,766

 
$
(16,436
)
 
$
(498
)
 
$
(203
)
 
$
(16,253
)
 
$
(2,402
)
 
$
2,920

Aerospace & Defense
4,250

 
4,335

 
(85
)
 

 
481

 
500

 
97

 
(1,163
)
Corporate
(11,931
)
 
(12,360
)
 
429

 

 

 
598

 

 
(169
)
Total
$
20,649

 
$
36,741

 
$
(16,092
)
 
$
(498
)
 
$
278

 
$
(15,155
)
 
$
(2,305
)
 
$
1,588


Special charges and restructuring related inventory for the six months ended July 5, 2015 and June 29, 2014 were as follows:
 
Six Months Ended
 
Restructuring Related Inventory Charges (1)
 
Restructuring Charges, net (2)

 
Special (Recoveries) Charges, net (2)
Segment
July 5, 2015
 
 
(in thousands)
Energy
4,118

 
$
153

 
$
2,955

 
$
1,010

Aerospace & Defense
2,289

 
1,852

 
1,552

 
(1,115
)
Corporate
420

 

 

 
420

Total
$
6,827

 
$
2,005

 
$
4,507

 
$
315

 
 
 
 
 
 
 
 
 
Six Months Ended
 
Restructuring Related Inventory Charges (1)
 
Restructuring Charges, net (2)

 
Special (Recoveries) Charges, net (2)
Segment
June 29, 2014
 
 
(in thousands)