cir-20220403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2022


☐			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.)

30 Corporate Drive, Suite 200

Burlington,

01803-4238

(Address of principal executive offices)

(Zip Code)

(781) 270-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CIR	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 8, 2022, there were 20,360,542 shares of the registrant’s Common Stock, par value $0.01 per share, outstanding.

CIRCOR INTERNATIONAL, INC.

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited) (As Restated)
	Condensed Consolidated Balance Sheets as of April 3, 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Operations for the Three Months Ended April 3, 2022 and April 4, 2021 (As Restated)	4
	Condensed Consolidated Statements of Comprehensive (Loss) for the Three Months Ended April 3, 2022 and April 4, 2021 (As Restated)	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 3, 2022 and April 4, 2021 (As Restated)	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three Months Ended April 3, 2022 and April 4, 2021 (As Restated)	7
	Notes to Condensed Consolidated Financial Statements (As Restated)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION	33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33




Item 6.	Exhibits	34
Signatures		35

PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

CIRCOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(UNAUDITED)


	April 3, 2022		December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	61,122	$	59,924

Trade accounts receivable, net	95,638		100,149
Inventories	134,540		123,343

Prepaid expenses and other current assets	113,162		110,749


Total Current Assets	404,462		394,165
PROPERTY, PLANT AND EQUIPMENT, NET	150,546		154,461
OTHER ASSETS:
Goodwill	122,256		122,906
Intangibles, net	290,335		303,476
Deferred income taxes	764		756
Other assets	43,275		43,534
TOTAL ASSETS	$	1,011,638	$	1,019,298
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	83,134	$	83,382
Accrued expenses and other current liabilities	75,711		81,998
Accrued compensation and benefits	30,560		26,551
Short-term borrowings and current portion of long-term debt	2,531		1,611
Total Current Liabilities	191,936		193,542
LONG-TERM DEBT	532,580		511,694
DEFERRED INCOME TAXES	21,283		21,721
PENSION LIABILITY, NET	119,170		120,881
OTHER NON-CURRENT LIABILITIES	36,348		37,744
COMMITMENTS AND CONTINGENCIES (NOTE 9 AND 10)
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; 21,683,147 and 21,633,131 issued at April 3, 2022 and December 31, 2021 respectively	217		217
Additional paid-in capital	454,269		454,852
Accumulated deficit	(219,562)		(198,081)
Common treasury stock, at cost (1,372,488 shares at April 3, 2022 and December 31, 2021)	(74,472)		(74,472)
Accumulated other comprehensive loss, net of tax	(50,131)		(48,800)
Total Shareholders’ Equity	110,321		133,716
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$

SEC Form 10-Q filed by CIRCOR International Inc.