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EX-99.2 - FIRST QUARTER 2017 INVESTOR REVIEW PRESENTATION - CIRCOR INTERNATIONAL INCcirq12017callslidesdraft.htm
8-K - 8-K - CIRCOR INTERNATIONAL INCcir_04022017x8-knew.htm
EXHIBIT 99.1

CIRCOR Reports First-Quarter 2017 Financial Results

Burlington, MA - April 28, 2017 - CIRCOR International, Inc. (NYSE: CIR), a leading provider of flow control solutions and other highly engineered products for markets including oil & gas, aerospace, power, process and industrial solutions, today announced financial results for the first quarter ended April 2, 2017.

First-Quarter 2017 Highlights

Revenue of $145 million, GAAP EPS of $0.29 and Adjusted EPS of $0.32
Energy orders of $104 million, up 45%; 25% organically
Advanced Flow Solutions orders of $80 million, up 26% organically
Operating Cash Flow of $16 million and Free Cash Flow of $13 million

“CIRCOR delivered solid first-quarter results with revenue of $145 million and adjusted earnings per share of $0.32,” said Scott Buckhout, President and Chief Executive Officer. “Orders in our Energy segment were up 45% due to strong demand in our Distributed Valves business and our recent acquisition of Critical Flow Solutions. In our Advanced Flow Solutions segment, we reported a 26% organic increase in orders primarily due to strength in our aerospace and defense businesses. We expect this increase in order activity to translate into strong revenue growth and margin expansion as we progress through the year.”

“During the first quarter, we generated $16 million in cash from operations, and more than $13 million in free cash flow,” added Buckhout. “Our strong cash flow performance is a direct result of our continuous improvement actions focused on improving working capital performance.”

“We remain optimistic about the market outlook across the majority of our end markets. Going forward, we will continue to focus on creating long-term value for shareholders by investing in growth, expanding margins, generating strong free cash flow, and being disciplined with capital deployment,” concluded Buckhout.

Second-Quarter 2017 Guidance
The Company will provide its guidance for the second quarter of 2017 during the conference call later today.




1


q12017resultstable.jpg
1.
Consolidated and Segment Results for Q1 2017 exclude non-cash acquisition-related intangible amortization, special and restructuring charges totaling $1.7 million ($0.6 million, net of tax). These charges include (i) $2.6 million charge for non-cash acquisition-related intangible amortization expense, (ii) $1.5 million charge related to other restructuring activities, primarily the exit of manufacturing operations in China and France restructuring actions; and (iii) $2.3 million net special gain primarily related to updating fair value estimates related to the purchase of Critical Flow Solutions, partially offset by Brazil losses incurred subsequent to our Q1 2016 closure of manufacturing operations. Consolidated and Segment Results for Q1 2016 exclude special and restructuring charges totaling $5.8 million ($4.8 million, net of tax). These charges include (i) $2.8 million charge related to the closure of the Brazil manufacturing operations; (ii) $1.9 million charge for non-cash acquisition-related intangible amortization expense; (iii) fixed asset write-down of $1.4 million for the closure of the California machining facility; and (iv) other items for a net gain of $0.3 million.
2.
Free Cash Flow is a non-GAAP financial measure and is calculated by subtracting GAAP capital expenditures, net of proceeds from asset sales, from GAAP Operating Cash Flow.

Conference Call Information

CIRCOR International will hold a conference call to review its financial results today, April 28, 2017, at 9:00 a.m. ET. To listen to the conference call and view the accompanying presentation slides, visit “Webcasts & Presentations” in the “Investors” portion of the CIRCOR website. The call also can be accessed by dialing (877) 407-5790 or (201) 689-8328. The webcast will be archived for one year on the Company’s website.



2



Use of Non-GAAP Financial Measures

Adjusted operating income, Adjusted operating margin, Adjusted net income, Adjusted earnings per share (diluted), EBITDA, Adjusted EBITDA, net debt and free cash flow are non-GAAP financial measures. These non-GAAP financial measures are used by management in our financial and operating decision making because we believe they better reflect our ongoing business and allow for meaningful period-to-period comparisons. We believe these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s current operating performance and future prospects in the same manner as management does, if they so choose. These non-GAAP financial measures also allow investors and others to compare the Company’s current financial results with the Company’s past financial results in a consistent manner. For example:
We exclude costs and tax effects associated with restructuring activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring activities are not indicative of our normal operating costs.
We exclude certain acquisition-related costs, including significant transaction costs and amortization of inventory step-ups and the related tax effects. We exclude these costs because we do not believe they are indicative of our normal operating costs.
We exclude the expense and tax effects associated with the non-cash amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of 5 to 20 years. Exclusion of the non-cash amortization expense allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses and with both acquisitive and non-acquisitive peer companies.
We also exclude certain gains/losses and related tax effects, which are either isolated or cannot be expected to occur again with any predictability, and that we believe are not indicative of our normal operating gains and losses. For example, we exclude gains/losses from items such as the sale of a business, significant litigation-related matters and lump-sum pension plan settlements.
CIRCOR’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the Company’s operating performance and comparing such performance to that of prior periods and to the performance of our competitors. We use such measures when publicly providing our business outlook, assessing future earnings potential, evaluating potential acquisitions and dispositions and in our financial and operating decision-making process, including for compensation purposes.
Investors should recognize that these non-GAAP measures might not be comparable to similarly titled measures of other companies. These measures should be considered in addition and not as a substitute for or superior to, any measure of performance, cash flow or liquidity prepared in accordance with accounting principles generally accepted in the United States. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available in this news release.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements, including, but

3


not limited to, those relating to CIRCOR’s future performance, including the realization of cost reductions from restructuring activities. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED "RISK FACTORS" IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE "INVESTORS" LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About CIRCOR International, Inc.

CIRCOR International, Inc. designs, manufactures and markets flow control solutions and other highly engineered products and sub-systems for markets including oil & gas, aerospace, power, process and industrial solutions. CIRCOR has a diversified product portfolio with recognized, market-leading brands that fulfill its customers’ unique application needs. The Company’s strategy is to grow organically and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attract and retain top industry talent. For more information, visit the Company’s investor relations website at http://investors.circor.com.

Contact:
Rajeev Bhalla
Executive Vice President & Chief Financial Officer
CIRCOR International
(781) 270-1200



4




CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
UNAUDITED
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
Net revenues
$
145,208

 
$
150,798

Cost of revenues
98,575

 
105,565

     GROSS PROFIT
46,633

 
45,233

Selling, general and administrative expenses
40,089

 
37,799

Special and restructuring (recoveries) charges, net
(810
)
 
1,939

     OPERATING INCOME
7,354

 
5,495

Other expense (income):
 
 
 
Interest expense, net
1,669

 
631

Other expense (income), net
225

 
(528
)
     TOTAL OTHER EXPENSE, NET
1,894

 
103

INCOME BEFORE INCOME TAXES
5,460

 
5,392

Provision for income taxes
687

 
1,520

NET INCOME
$
4,773

 
$
3,872

Earnings per common share:
 
 
 
Basic
$
0.29

 
$
0.24

Diluted
$
0.29

 
$
0.23

Weighted average number of common shares outstanding:
 
 
 
Basic
16,458

 
16,381

Diluted
16,691

 
16,481

Dividends declared per common share
$
0.0375

 
$
0.0375



5




CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
UNAUDITED
 
Three Months Ended
 
April 2, 2017
 
April 3, 2016
OPERATING ACTIVITIES
 
 
 
Net income
$
4,773


$
3,872

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
3,798

 
3,263

Amortization
3,092

 
2,529

Bad debt recovery
(54
)
 
(848
)
Loss on write down of inventory
548

 
2,525

Compensation expense of share-based plans
738

 
1,538

Tax effect of share-based plan compensation

 
92

Change in fair value of contingent consideration
(2,500
)
 

(Gain) Loss on sale or write down of property, plant and equipment
(110
)
 
1,503

Changes in operating assets and liabilities, net of effects of acquisition:
 
 
 
Trade accounts receivable
14,018

 
11,089

Inventories
2,030

 
8,486

Prepaid expenses and other assets
(4,297
)
 
(4,287
)
Accounts payable, accrued expenses and other liabilities
(5,841
)
 
(22,108
)
Net cash provided by operating activities
16,195

 
7,654

INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(3,001
)
 
(4,021
)
Proceeds from the sale of property, plant and equipment
190

 
87

Business acquisition working capital adjustment
1,467

 

Net cash used in investing activities
(1,344
)
 
(3,934
)
FINANCING ACTIVITIES
 
 
 
Proceeds from long-term debt
34,900

 
35,139

Payments of long-term debt
(43,100
)
 
(27,871
)
Dividends paid
(624
)
 
(625
)
Proceeds from the exercise of stock options
295

 
111

Tax effect of share-based plan compensation

 
(92
)
Net cash (used in) provided by financing activities
(8,529
)
 
6,662

Effect of exchange rate changes on cash and cash equivalents
1,055

 
1,657

INCREASE IN CASH AND CASH EQUIVALENTS
7,377

 
12,039

Cash and cash equivalents at beginning of period
58,279

 
54,541

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
65,656

 
$
66,580


6




CIRCOR INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
UNAUDITED
 
April 2, 2017
 
December 31, 2016
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
65,656

 
$
58,279

Trade accounts receivable, less allowance for doubtful accounts of $4,748 and $5,056, respectively
120,344

 
133,046

Inventories
147,915

 
149,584

Prepaid expenses and other current assets
33,543

 
29,557

Total Current Assets
367,458

 
370,466

PROPERTY, PLANT AND EQUIPMENT, NET
99,271

 
99,713

OTHER ASSETS:
 
 
 
Goodwill
206,795

 
206,659

Intangibles, net
133,339

 
135,778

Other assets
8,090

 
8,140

TOTAL ASSETS
$
814,953

 
$
820,756

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
51,398

 
$
46,767

Accrued expenses and other current liabilities
54,679

 
50,707

Accrued compensation and benefits
16,457

 
20,249

Total Current Liabilities
122,534

 
117,723

LONG-TERM DEBT
243,000

 
251,200

DEFERRED INCOME TAXES
12,454

 
13,657

OTHER NON-CURRENT LIABILITIES
21,428

 
33,766

SHAREHOLDERS’ EQUITY:
 
 
 
Common stock
179

 
178

Additional paid-in capital
291,586

 
289,423

Retained earnings
269,109

 
265,543

Common treasury stock, at cost
(74,472
)
 
(74,472
)
Accumulated other comprehensive loss, net of tax
(70,865
)
 
(76,262
)
Total Shareholders’ Equity
415,537

 
404,410

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
814,953

 
$
820,756





7


CIRCOR INTERNATIONAL, INC.
SUMMARY OF ORDERS AND BACKLOG
(in millions)
UNAUDITED
 
Three Months Ended
 
April 2,
2017
 
April 3,
2016
ORDERS (1)
 
 
 
Energy
$
103.9

 
$
71.4

Advanced Flow Solutions
80.2

 
65.4

Total orders
$
184.1

 
$
136.8

 
 
 
 
BACKLOG (2)
April 2,
2017
 
April 3,
2016
Energy
$
146.2

 
$
122.7

Advanced Flow Solutions
135.6

 
137.3

Total backlog
$
281.8

 
$
260.0

 
 
 
 
Note 1: Orders do not include the foreign exchange impact due to the re-measurement of customer order backlog amounts denominated in foreign currencies.
Note 2: Backlog includes unshipped customer orders, including backlog associated with acquisitions.


8


CIRCOR INTERNATIONAL, INC.
SEGMENT INFORMATION
(in thousands, except percentages)
UNAUDITED
 
 
 
 
 
 
 
 
2016
2017
 
1ST QTR
2ND QTR
3RD QTR
4TH QTR
TOTAL
1ST QTR
NET REVENUES
 
 
 
 
 
 
Energy
$
83,409

$
80,736

$
68,901

$
89,000

$
322,046

$
80,135

Advanced Flow Solutions
67,389

65,656

65,932

69,236

268,213

65,073

Total
$
150,798

$
146,392

$
134,833

$
158,236

$
590,259

$
145,208

 
 
 
 
 
 
 
SEGMENT OPERATING INCOME
 
 
 
 
 
 
Energy
$
9,296

$
9,293

$
6,755

$
9,276

$
34,619

$
6,864

Advanced Flow Solutions
8,452

8,064

8,008

8,939

33,463

7,711

Corporate expenses
(6,488
)
(5,431
)
(6,522
)
(7,231
)
(25,672
)
(5,479
)
Adjusted Operating Income
$
11,260

$
11,926

$
8,240

$
10,984

$
42,410

$
9,096

 
 
 
 
 
 
 
SEGMENT OPERATING MARGIN %
 
 
 
 
 
 
Energy
11.1
%
11.5
%
9.8
%
10.4
%
10.7
%
8.6
%
Advanced Flow Solutions
12.5
%
12.3
%
12.1
%
12.9
%
12.5
%
11.8
%
Adjusted Operating Margin
7.5
%
8.1
%
6.1
%
6.9
%
7.2
%
6.3
%



9


CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
(in thousands, except percentages)
UNAUDITED
 
2016
2017
 
1ST QTR
2ND QTR
3RD QTR
4TH QTR
TOTAL
1ST QTR
NET CASH PROVIDED BY OPERATING ACTIVITIES
$
7,654

$
10,100

$
21,196

$
20,449

$
59,399

$
16,195

LESS:
 
 
 
 
 
 
Capital expenditures, net of sale proceeds
3,934

1,926

3,730

3,402

12,992

2,811

FREE CASH FLOW
$
3,720

$
8,174

$
17,466

$
17,047

$
46,407

$
13,384

TOTAL DEBT
$
97,800

$
97,600

$
92,400

$
251,200

$
251,200

$
243,000

LESS:
 
 
 
 


 
Cash & cash equivalents
66,580

72,970

84,929

58,279

58,279

65,656

NET DEBT
$
31,220

$
24,630

$
7,471

$
192,921

$
192,921

$
177,344

TOTAL SHAREHOLDERS' EQUITY
$
414,107

$
411,367

$
416,598

$
404,410

$
404,410

$
415,537

 
 
 
 
 
 
 
TOTAL DEBT AS % OF EQUITY
24
%
24
%
22
%
62
%
62
%
58
%
NET DEBT AS % OF EQUITY
8
%
6
%
2
%
48
%
48
%
43
%

10



CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
(in thousands, except per share data)
UNAUDITED
 
2016
2017
 
1ST QTR
2ND QTR
3RD QTR
4TH QTR
TOTAL
1ST QTR
NET INCOME (LOSS)
$
3,872

$
3,813

$
4,418

$
(2,002
)
$
10,101

$
4,773

LESS:
 
 
 
 
 
 
Restructuring related inventory charges
1,958

75


813

2,846


Amortization of inventory step-up



1,366

1,366


Impairment charges


208


208


Restructuring charges, net
1,163

3,259

2,252

2,301

8,975

1,458

Acquisition amortization
1,868

1,911

1,888

4,234

9,901

2,552

Special charges (recoveries), net
776

1,334

379

5,707

8,196

(2,268
)
Income tax impact
(954
)
(1,611
)
(1,519
)
(4,487
)
(8,571
)
(1,137
)
ADJUSTED NET INCOME
$
8,683

$
8,781

$
7,626

$
7,932

$
33,022

$
5,378

 
 
 
 
 
 
 
EARNINGS (LOSS) PER COMMON SHARE (Diluted)
$
0.23

$
0.23

$
0.27

$
(0.12
)
$
0.61

$
0.29

LESS:
 
 
 
 
 
 
Restructuring related inventory charges
0.12



0.05

0.17


Amortization of inventory step-up



0.08

0.08


Impairment charges


0.01


0.01


Restructuring charges, net
0.07

0.20

0.14

0.14

0.54

0.09

Acquisition amortization
0.11

0.12

0.11

0.26

0.60

0.15

Special charges (recoveries), net
0.05

0.08

0.02

0.35

0.50

(0.14
)
Income tax impact
(0.06
)
(0.10
)
(0.09
)
(0.27
)
(0.52
)
(0.07
)
ADJUSTED EARNINGS PER SHARE (Diluted)
$
0.52

$
0.53

$
0.46

$
0.48

$
1.99

$
0.32


11



CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
(in thousands)
UNAUDITED
 
2016
2017
 
1ST QTR
2ND QTR
3RD QTR
4TH QTR
TOTAL
1ST QTR
NET INCOME (LOSS)
$
3,872

$
3,813

$
4,418

$
(2,002
)
$
10,101

$
4,773

LESS:
 
 
 
 
 
 
Interest expense, net
(631
)
(605
)
(605
)
(1,468
)
(3,310
)
(1,669
)
Depreciation
(3,263
)
(3,213
)
(3,138
)
(3,690
)
(13,304
)
(3,798
)
Amortization
(2,529
)
(2,569
)
(2,488
)
(4,730
)
(12,316
)
(3,092
)
(Provision for) benefit from income taxes
(1,520
)
(1,478
)
1,673

1,746

421

(687
)
EBITDA
$
11,815

$
11,678

$
8,976

$
6,140

$
38,610

$
14,019

LESS:
 
 
 
 
 
 
Restructuring related inventory charges
(1,958
)
(75
)

(813
)
(2,846
)

Amortization of inventory step-up



(1,366
)
(1,366
)

Impairment charges


(208
)

(208
)

Restructuring charges, net
(1,163
)
(3,259
)
(2,252
)
(2,301
)
(8,975
)
(1,458
)
Special (charges) recoveries, net
(776
)
(1,334
)
(379
)
(5,707
)
(8,196
)
2,268

ADJUSTED EBITDA
$
15,712

$
16,346

$
11,815

$
16,327

$
60,201

$
13,209






12


CIRCOR INTERNATIONAL, INC.
RECONCILIATION OF KEY PERFORMANCE MEASURES TO COMMONLY USED GENERALLY ACCEPTED ACCOUNTING PRINCIPLE TERMS
(in thousands, except percentages)
UNAUDITED
 
2016
2017
 
1ST QTR
2ND QTR
3RD QTR
4TH QTR
TOTAL
1ST QTR
GAAP OPERATING INCOME (LOSS)
$
5,495

$
5,347

$
3,513

$
(3,437
)
$
10,918

$
7,354

LESS:
 
 
 
 
 
 
Restructuring related inventory charges
1,958

75


813

2,846


Amortization of inventory step-up



1,366

1,366


Impairment charges


208


208


Restructuring charges, net
1,163

3,259

2,252

2,301

8,975

1,458

Acquisition amortization
1,868

1,911

1,888

4,234

9,901

2,552

Special charges (recoveries), net
776

1,334

379

5,707

8,196

(2,268
)
ADJUSTED OPERATING INCOME
$
11,260

$
11,926

$
8,240

$
10,984

$
42,410

$
9,096

 
 
 
 
 
 
 
GAAP OPERATING MARGIN
3.6
%
3.7
%
2.6
%
(2.2
)%
1.8
%
5.1
 %
LESS:
 
 
 
 
 
 
Restructuring related inventory charges
1.3
%
0.1
%
—%

0.5
 %
0.5
%
 %
Amortization of inventory step-up
—%

—%

—%

0.9
 %
0.2
%
 %
Impairment charges
—%

—%

0.2
%
 %
%
 %
Restructuring charges, net
0.8
%
2.2
%
1.7
%
1.5
 %
1.5
%
1.0
 %
Acquisition amortization
1.2
%
1.3
%
1.4
%
2.7
 %
1.7
%
1.8
 %
Special charges (recoveries), net
0.5
%
0.9
%
0.3
%
3.6
 %
1.4
%
(1.6
)%
ADJUSTED OPERATING MARGIN
7.5
%
8.1
%
6.1
%
6.9
 %
7.2
%
6.3
 %


13