CIRCOR International, Inc. (NYSE: CIR) (“CIRCOR” or “the
Company”), one of the world’s leading providers of mission critical
flow control products and services for the Industrial and Aerospace
& Defense (A&D) markets, today announced selected
preliminary financial information for the fourth quarter and year
ended December 31, 2021, as compared to the same periods in 2020.
The selected preliminary financial information for the quarterly
periods and year end periods has not been reviewed or audited,
respectively, by the Company’s independent registered public
accounting firm.
The selected preliminary unreviewed and unaudited financial
information set forth below is based upon the Company’s estimates
pending the completion of the forensic review of the accounting
irregularities first reported under a Current Report on Form 8-K
dated March 14, 2022 and updated on a Current Report on Form 8-K
dated April 1, 2022.
As further described in the aforementioned Current Reports, on
March 14, 2022, the Company announced that it had discovered
accounting irregularities in its Pipeline Engineering business unit
and that the Audit Committee of the Company’s Board of Directors
had engaged external advisors to conduct a review into the
irregularities. Currently the Company expects to complete the
review in the coming weeks, at which time the Company will continue
preparing its Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 (the “Annual Report”) for filing. As also
previously stated on Form 12b-25 dated March 14, 2022, the Company
expects to restate its consolidated financial statements for 2019
through 2021. The Company also announced on April 1, 2022, that in
addition to the previously announced review of strategic
alternatives, the Company is actively exploring an exit of its
loss-making Pipeline Engineering business. Certain selected
preliminary financial information provided in this press release
excludes the Pipeline Engineering business unit.
The financial information presented is preliminary and will not
be final until the Company files its audited financial statements
in its Annual Report.
Selected Preliminary, Unaudited, Unreviewed Financial
Information for 2021 Fourth Quarter and 2021 Fiscal Year
For the fourth quarter ended December 31, 2021, Consolidated
Revenues amounted to $203.4 million compared to $206.1 million for
the comparative period in 2020. Consolidated Revenues for the
full-year 2021 amounted to $756.5 million compared to $767.1
million for full-year 2020. These amounts are net of preliminary
adjustments in the amount of $8.7 million for the full-year 2021,
$6.2 million for full-year 2020 and $2.2 million for the fourth
quarter of 2020 resulting from the in-process forensic review of
the accounting irregularities at the Pipeline Engineering business
and restatement process.
Consolidated Revenues excluding Pipeline Engineering revenue for
fourth quarter 2021 and 2020, amounted to $198.0 million and $203.1
million, respectively. This decrease of 3% was driven by a 12%
decrease in A&D segment revenue as a result of lower Defense
OEM shipments, partially offset by an increase in commercial
revenue. Industrial segment revenue increased 3%, driven by general
industrial and aftermarket growth. Further, Consolidated Revenues
excluding Pipeline Engineering revenue for the year ended 2021 and
2020, amounted to $742.1 million and $752.2 million, respectively.
This decrease of 1% was driven by a 6% decrease in A&D segment
revenue, partially offset by a 1% increase in Industrial segment
revenue.
Orders excluding the Company’s Pipeline Engineering business
were $212.8 million for the fourth quarter of 2021 compared to
$164.6 million for the fourth quarter of 2020. This 29% increase
was driven by a 58% increase in the A&D segment as a result of
commercial aerospace strength and a large Defense OEM order.
Industrial orders increased 18% driven by strength in our
downstream and commercial marine end markets. Orders excluding
Pipeline Engineering were $826.2 million for full-year 2021
compared to $718.5 million for full-year 2020. This 15% increase
was due to a 23% increase in the Industrial segment and a less than
1% increase in the A&D segment.
Use of Non-GAAP Financial Measures
In this press release, the Company uses Consolidated Revenues
excluding Pipeline Engineering as a non-GAAP financial measure.
Consolidated Revenues excluding Pipeline Engineering is calculated
by subtracting the revenues generated by the Pipeline Engineering
business, amounting to $14.4 million, $14.9 million, $5.4 million,
and $3.0 million for full-year 2021, full-year 2020, the fourth
quarter of 2021, and the fourth quarter of 2020, respectively, from
the Company’s consolidated revenues generated during the reported
periods. 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 that these non-GAAP financial measures
provide useful information to investors and others in understanding
and evaluating CIRCOR’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 CIRCOR’s current financial results with CIRCOR’s past
financial results in a consistent manner.
Notice of Delisting
On April 1, 2022, the Company, as expected, received a notice
from the New York Stock Exchange (“NYSE”) indicating that the
Company is not in compliance with Section 802.01E of the NYSE
Listed Company Manual as a result of its failure to timely file its
Annual Report with the Securities and Exchange Commission (the
“SEC”).
As required by the NYSE, the Company will timely notify the NYSE
that it intends to cure the deficiency and return to compliance
with the NYSE continued listing requirement. Under NYSE rules, the
Company has six months from March 31, 2022, to file the Annual
Report with the SEC. The Company can regain compliance with the
NYSE listing standards at any time prior to that date by filing its
Annual Report.
The notice has no immediate effect on the listing or trading of
the Company’s common stock. However, if the Company fails to regain
compliance with the NYSE continued listing standard within the
six-month timeframe, it could be subject to delisting from the
NYSE.
The Company continues to dedicate significant resources to
completing its review and preparing for the filing of its Annual
Report, and expects to file the Annual Report well within the
six-month timeframe.
About CIRCOR International, Inc.
CIRCOR International 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 partners to more than 14,000 customers in
approximately 100 countries. The Company has a global presence with
approximately 3,100 employees and is headquartered in Burlington,
Massachusetts. For more information, visit the Company’s investor
relations website at http://investors.circor.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Actual results may differ
materially from the expectations the Company describes in its
forward-looking statements. Substantial 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. Important factors that could cause
actual results to differ materially from expectations include, but
are not limited to findings and conclusions of the Audit
Committee’s review; the Company’s expectations regarding
materiality or significance; the effectiveness of the Company’s
internal control over financial reporting and disclosure controls
and procedures; the potential for a material weakness in the
Company’s internal controls over financial reporting or other
potential weaknesses of which the Company is not currently aware or
which have not been detected; the risk that the completion and
filing of the Annual Report will take longer than expected;
additional information that may arise during the preparation of the
Company’s financial statements; the timing of the Company regaining
compliance with the NYSE’s continued listing standards; the timing
and outcome, if any, of the Company’s strategic alternatives review
and its potential exit from the Pipeline Engineering business unit;
the impact on the Company of the situation in Russia and Ukraine;
and the risks detailed from time to time in the Company’s periodic
reports filed with the SEC. Before making any investment decisions
regarding CIRCOR, the Company strongly advises you to read the
section entitled “Risk Factors” in its most recent annual report on
Form 10-K and subsequent reports on Forms 10-Q, which can be
accessed under the “Investors” link of the Company’s website at
www.circor.com. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220405006317/en/
Contact Alex Maki Vice President - FP&A and Investor
Relations CIRCOR International (781) 270-1200
CIRCOR (NYSE:CIR)
Historical Stock Chart
From Mar 2024 to Apr 2024
CIRCOR (NYSE:CIR)
Historical Stock Chart
From Apr 2023 to Apr 2024