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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 20, 2022
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-14962 |
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04-3477276 |
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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30 CORPORATE DRIVE, SUITE
200 |
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Burlington, |
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MA
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01803-4238 |
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(Address of principal executive offices) |
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(Zip Code) |
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(781) 270-1200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
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CIR |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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. ☐
Item 2.02.
Results of Operations and Financial Condition.
On May 23, 2022, CIRCOR International, Inc. (the “Company”) issued
a press release providing selected preliminary financial
information for the first quarter ended April 3, 2022.
A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K. The selected preliminary financial
information for the quarterly period has not been reviewed by the
Company’s independent registered public accounting
firm.
Item 2.06.
Material Impairments
On May 20, 2022, the Company determined that an incremental
non-cash goodwill impairment charge is required for the quarter
ended March 31, 2020
(the “Q1 2020 Impairment”).
Additionally, the Company will take a non-cash goodwill impairment
charge for the quarter ended December 31, 2021 (the “Q4 2021
Impairment”).
The preliminary unaudited estimates of impairment charges disclosed
herein were identified during impairment testing in connection with
the preparation of the Company’s Annual Report on Form 10-K for the
year ended 2021 (the “2021 Annual Report”), which will include
restated financial statements for (i) the years ended December 31,
2019 and December 31, 2020, (ii) each of the quarterly and
year-to-date periods for 2020 and (iii) the quarterly and
year-to-date periods for the nine months ended October 3,
2021.
Our preliminary unaudited estimate of the non-cash Q1 2020
Impairment is a $20 million charge to goodwill in our Industrial
reporting segment.
This Q1 2020 Impairment relates to a $116 million goodwill
impairment charge recorded in Q1 2020, as addressed in the
Company’s Annual Report on Form 10-K for the year ended 2020, due
to a decline in the company’s market capitalization relative to its
consolidated book value at the beginning of the COVID-19
pandemic.
The current incremental impairment is the result of a revised
estimate of the original Q1 2020 impairment charge as a part of the
Company’s restatement procedures. The revised estimate resulted
from the correction of the Pipeline Engineering matters in the
restatement of the financial statements referred to above. We do
not expect the Q1 2020 Impairment to result in any future cash
charges.
Our preliminary unaudited estimate of
the non-cash Q4 2021 Impairment
is a $10 million charge to goodwill relating to the Company’s
Refinery Valves business, included in our Industrial reporting
segment.
The Q4 2021 Impairment is triggered by the Company’s reassessment
of its reporting unit aggregation criteria as part of its annual
goodwill impairment assessment. Refinery Valves was determined to
be a separate reporting unit and the reassigned goodwill on a
relative fair value basis was impaired. We do not expect the Q4
2021 Impairment to result in any future cash charges.
These amounts of the non-cash Q1 2020 Impairment and the non-cash
Q4 2021 Impairment reflect our best estimate of the impairment
charges at this time. We continue to evaluate the amount of the
impairments, and until we file our 2021 Annual Report we can make
no assurances these estimates will not change.
Item 7.01.
Regulation FD Disclosure.
Information in Items 2.02 and the press release attached as Exhibit
99.1 are incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report on
Form 8-K and the information related to those items in the attached
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended. The information
contained in Items 2.02 and 7.01 shall not be incorporated by
reference into any filing with the SEC made by the Company, whether
made before or after the date hereof, regardless of any general
incorporation language in such filing. Any further disclosures
about the Company’s financial results or the results of the
accounting review are currently expected only in the Company’s 2021
Annual Report on Form 10-K when filed.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 accounting review; the Company’s expectations
regarding materiality or significance; changes to the Company’s
preliminary unaudited estimates of the Q1 2020 Impairment and the
Q4 2021 Impairment; 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 2021 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.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No. Description
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CIRCOR Announces Selected Preliminary Financial Information for
First-Quarter 2022, Provides Update On Accounting Review, and Files
12b-25 for 10-Q
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase
Document |
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101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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CIRCOR INTERNATIONAL, INC. |
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May 23, 2022 |
/s/ Jessica W. Wenzell |
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Jessica W. Wenzell |
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General Counsel & Chief People Officer |
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