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"). 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, although not all forward-looking
statements are accompanied by such words. 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, including statements about outlook for the fourth quarter, the
expected and potential direct or indirect impacts of the COVID-19 pandemic on
our business, the realization of cost reductions from restructuring activities
and expected synergies, the number of new product launches and future cash flows
from operating activities, 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 duration and severity of the COVID-19 pandemic and its impact on the
global economy; changes in the price of and demand for oil and 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; changes
in tariffs or other taxes related to doing business internationally; our ability
to hire and retain key personnel; our ability to operate our manufacturing
facilities at efficient levels including our ability to prevent cost overruns
and reduce costs; our ability to generate increased cash by reducing our working
capital; our prevention of the accumulation of excess inventory; our ability to
successfully implement our divestiture; restructuring or simplification
strategies; fluctuations in interest rates; our ability to successfully defend
product liability actions; 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, including as a
result of COVID-19, natural disasters, terrorist attacks and other similar
matters. We advise you to read further about these and other risk factors set
forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item
1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended
December 31, 2019, which is filed with the Securities and Exchange Commission
("SEC") and is available on the SEC's website at www.sec.gov. We undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.
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Company Overview
CIRCOR is one of the world's leading providers of mission critical flow control
products and services for the Industrial and Aerospace & Defense markets. The
Company has a product portfolio of market-leading brands serving its customers'
most demanding applications. CIRCOR markets its solutions directly and through
various sales and distribution partners to more than 14,000 customers in
approximately 100 countries. The Company has a global presence with
approximately 3,200 employees and is headquartered in Burlington, Massachusetts.
We organize our reporting structure into two segments: Aerospace & Defense and
Industrial. Both the current and prior periods are reported under these two
segments.
COVID-19
In March 2020, the World Health Organization declared the outbreak of COVID-19,
which continues to spread throughout the
U.S. and the world, as a pandemic. The outbreak is having an impact on the
global economy, resulting in rapidly changing
market and economic conditions.
In this time of unprecedented uncertainty resulting from the COVID-19 pandemic,
the Company's top priority remains the health and safety of our employees,
customers and suppliers. Because of the end markets we serve, the majority of
our facilities are deemed 'essential operations' in the countries in which we
operate. Over the last several months, we have implemented significant measures
in an effort to ensure our factory employees around the world have the necessary
protection and our business continues to operate with as little disruption as
possible.
The Company has assembled a cross-functional Pandemic Response and Preparedness
Team at the corporate level and has dedicated response teams across its business
lines and sites that meets multiple times a week to address the challenges the
virus poses to employee health and safety, as well as to business continuity.
As of November 2, 2020, all of our plants were currently open and operational.
To that end, since the beginning of the crisis, the Company has taken a number
of steps designed to protect the health and safety of all employees who work at
its facilities, including:
•Additional cleaning and disinfecting procedures at all facilities;
•Daily temperature checks and masks for employees;
•Adherence to strict social distancing guidelines;
•Employees are strongly encouraged to work from home where possible; and
•Cancellation of all non-essential travel.
Since the beginning of the COVID-19 crisis, the Company has taken prudent action
to ensure it maintains its financial flexibility, including the cessation of all
non-critical business expenses, employee furloughs, and pay cuts for senior
management and board of directors.
CIRCOR teams across the globe came together to support the global fight against
the pandemic. The Company retrofitted one of its factories to produce a key
product for a major ventilator manufacturer, and its engineering team was able
to adapt one of its products for the ventilator application in less than 10
days.
Additionally, the Company produced pump parts for the US Navy Hospital Ships
USNS Comfort and Mercy that had been dispatched to NYC and Los Angeles to
support the COVID-19 response. The CIRCOR team tackled these critical needs with
the utmost urgency, producing components in record time to help keep the U.S.
Navy ships up and running for their critical missions.
The Company is also working with a large medical device customer to find ways
for the Company's products to support the development of COVID-19 antibodies
from recovered patients. And, a number of the Company's locations around the
world have donated masks, sanitizer, and other safety equipment to local
hospitals.
Basis of Presentation
All significant intercompany balances and transactions have been eliminated in
consolidation.
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We operate and report financial information using a 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.
The Company expects the effects of the COVID-19 pandemic to continue to
negatively impact its results of operations, cash flows and financial position.
The Company's condensed consolidated financial statements presented herein
reflect management's estimates and assumptions regarding the effects of COVID-19
as of the date of the condensed consolidated financial statements.
Critical Accounting Policies
Critical accounting policies are those that are both important to the accurate
portrayal of a company's financial condition and results and require subjective
or complex judgments, often as a result of the need to make estimates about the
effect of matters that are inherently uncertain. There have been no significant
changes from the methodology applied by management for critical accounting
policies and estimates previously disclosed in our most recent Annual Report on
Form 10-K, except as updated by Note 2 to the condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q with respect to newly
adopted accounting standards. The expenses and accrued liabilities or allowances
related to certain of our accounting 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 an effort to mitigate the
likelihood of material adjustments.
The preparation of these financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the amounts reported in
the condensed consolidated financial statements and accompanying disclosures.
Some of the more significant estimates, which are impacted by management's
estimates and assumptions regarding the effects of COVID-19, relate to estimated
total costs for ongoing long-term revenue contracts where transfer of control
occurs over time, inventory valuation, share-based compensation, amortization
and impairment of long-lived assets, income taxes (including valuation
allowance), penalty accruals for late shipments, other asset valuations, and
product warranties. While management believes that the estimates and assumptions
used in the preparation of the financial statements are appropriate, actual
results could differ materially from those estimates.
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