8-K
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): February 19, 2016
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
| | |
DELAWARE | 001-14962 | 04-3477276 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
30 CORPORATE DRIVE, SUITE 200
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
By press release dated February 19, 2016 CIRCOR International, Inc. (the “Company”) announced its financial results for the three months and twelve months ended December 31, 2015. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of Form 8-K and the Exhibits 99.1 & 99.2 attached hereto 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.
In the press release and accompanying supplemental information, the Company uses the following non-GAAP financial measures: free cash flow, adjusted operating income, adjusted operating margin, adjusted net income, adjusted earnings per share (EPS), EBITDA, adjusted EBITDA, net revenue excluding divestitures, organic revenue change, and adjusted EPS excluding divestitures.
Management of the Company believes that free cash flow (defined as net cash flow from operating activities, less net capital expenditures) 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.
The following non-GAAP measures are provided because management believes these measurements are useful for investors and financial institutions to analyze and compare companies on the basis of operating performance:
| |
• | Adjusted operating income (defined as operating income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, the impact of restructuring related inventory, impairment and special charges/gains). |
| |
• | Adjusted operating margin (defined as adjusted operating income divided by net revenues). |
| |
• | Adjusted net income (defined as net income, excluding intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax). |
| |
• | Adjusted EPS (defined as earnings per common share diluted, excluding the per share impact of intangible amortization from acquisitions completed subsequent to December 31, 2014, the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax). |
| |
• | EBITDA (defined as net income plus net interest expense, provision for income taxes, depreciation and amortization). |
| |
• | Adjusted EBITDA (defined as EBITDA plus the impact of the 2015 Brazil restatement, special charges/gains including the impact of restructuring related inventory charges, and impairments, net of tax). |
| |
• | Net revenues excluding divestitures (defined as revenue excluding divested businesses). |
| |
• | Organic revenue change (defined as the current period change in revenue excluding the impact of |
business acquired until the one year anniversary of the acquisition, changes in foreign exchange rates and divested businesses).
| |
• | Adjusted EPS excluding divestitures (defined as adjusted EPS excluding the EPS impact from divested businesses). |
Management believes pro-forma non-GAAP measures are important for investors to consider when evaluating the Company's outlook. Free cash flow, adjusted operating income, adjusted operating margin, adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, net revenues excluding divestitures, organic revenue change, and adjusted EPS excluding divestitures are not measures for financial performance under GAAP and should not be construed as a substitute for cash flows, operating income, net income or earnings per share. These non-GAAP measures may not necessarily be comparable to similarly titled measures used by other companies. A reconciliation of our non-GAAP 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 9.01 Financial Statements and Exhibits.
|
| |
Exhibit No. | Description |
99.1 | Press Release regarding Earnings, Dated February 19, 2016 |
99.2 | Fourth Quarter 2015 Investor Review Presentation |
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.
Date: February 19, 2016 CIRCOR INTERNATIONAL, INC.
/s/ Rajeev Bhalla
By: Rajeev Bhalla
| |
Title: | Executive Vice President and Chief Financial Officer |