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MarketScreener Homepage  >  Equities  >  Nyse  >  CIRCOR International, Inc.    CIR

CIRCOR INTERNATIONAL, INC.

(CIR)
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CIRCOR INTERNATIONAL : Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K/A)

11/05/2020 | 04:10pm EST

Item 2.02. Results of Operations and Financial Condition.

By press release dated November 5, 2020, CIRCOR International, Inc. (the "Company") announced its financial results for the three months ended September 27, 2020. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of Form 8-K and the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.

The Company's management evaluates segment operating performance using operating income before certain charges/credits to cost of revenues and selling, general and administrative expenses, principally associated with acquisition-related activities; restructuring and other costs/income including costs arising from facility consolidations and gains and losses from the sale of product lines; and amortization of acquisition-related intangible assets. The Company also refers to this measure as segment operating income or adjusted operating income. The Company uses this measure because it helps management understand and evaluate the segments' core operating results and facilitates comparison of performance for determining incentive compensation achievement.

In the press release and accompanying supplemental information, the Company uses the following non-GAAP financial measures: adjusted operating income, adjusted operating margin, free cash flow, adjusted net income, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, net debt, combined financial information, and organic revenue, described as follows:

•Adjusted operating income is defined as GAAP operating income excluding intangible amortization from acquisitions completed subsequent to December 31, 2011, depreciation and cost of goods sold charges related to step-up valuations from acquisitions completed subsequent to December 31, 2016, the impact of restructuring related inventory, impairment and special charges or gains.

•Adjusted operating margin is defined as adjusted operating income divided by net revenues.

•Free cash flow is defined as net cash flow from operating activities, less net capital expenditures. Management of this Company believes free cash flow is an important measure of its liquidity as well as its ability to service long-term debt, fund future growth and to provide a return to shareholders. We also believe this free cash flow definition does not have any material limitations.


•Adjusted net income is defined as net income, excluding intangible amortization
from acquisitions completed subsequent to December 31, 2011, depreciation and
cost of goods sold charges related to step-up valuations from acquisitions
completed subsequent to December 31, 2016,, the impact of restructuring related
inventory, impairment and special charges or gains, net of tax.
•Adjusted EPS is defined as earnings per common share diluted, excluding the per
share impact of intangible amortization from acquisitions completed subsequent
to December 31, 2011, depreciation and cost of goods sold charges related to
step-up valuations from acquisitions completed subsequent to December 31, 2016,,
the impact of restructuring related inventory, impairment and special charges or
gains, net of tax.
•EBITDA is defined as net income plus net interest expense, provision for income
taxes, depreciation and amortization.
•Adjusted EBITDA is defined as EBITDA plus the impact of special charges/gains
including the impact of restructuring related inventory charges, cost of goods
sold charges related to step-up valuations from acquisitions completed
subsequent to December 31, 2016,, and impairments, net of tax.

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•Net Debt is defined at total debt minus cash and cash equivalents.

•Organic growth - the change in revenue and orders excluding the impact of acquisitions, divestitures and changes in foreign exchange rates.


Our management uses these non-GAAP measures to gain an understanding of our
comparative operating performance (when comparing such results with previous
periods or forecasts). These non-GAAP financial measures are used by management
in our financial and operating decision making because we believe they reflect
our ongoing business and facilitate 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 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 peers and 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 incentive 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 our non-GAAP financial measures to the most directly comparable GAAP financial measure is provided in the supplemental information table titled "Reconciliation of Key Performance Measures to Commonly Used Generally Accepted Accounting Principle Terms" which is included as an attachment to the press release in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

Presentation slides discussing the Company's quarterly operating results are attached to this Current Report on Form 8-K, as Exhibit 99.2, and are incorporated herein by reference. The information in this Item 7.01 of Form 8-K and the attached Exhibit 99.2 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.

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Item 9.01 Financial Statements and Exhibits.

                                  (d)   Exhibits.


   Exhibit No.    Description
      99.1        Press Release regarding Earnings
      99.2        Third Quarter 2020 Investor Review Presentation
     101.SCH      Inline XBRL Taxonomy Extension Schema Document
     101.CAL      Inline XBRL Taxonomy Extension Calculation Linkbase Document
     101.DEF      Inline XBRL Taxonomy Extension Definition Linkbase Document
     101.LAB      Inline XBRL Taxonomy Extension Labels Linkbase Document
     101.PRE      Inline XBRL Taxonomy Extension Presentation Linkbase Document
                  Cover Page Interactive Data File (formatted as inline XBRL and contained in
       104        Exhibit 101)






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