UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20182021
OR
¨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
cir-20211231_g1.jpg
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware04-3477276
(State or Other Jurisdiction ofother jurisdiction
Incorporationof incorporation or Organization)organization)
(I.R.S. Employer
Identification No.)
c/o CIRCOR, Inc.
30 Corporate Drive, SuiteCORPORATE DRIVE, SUITE 200 Burlington, MA01803-4238
Burlington,MA01803-4238
(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:
Common Stock, par value $0.01 per share (registered on the New York Stock Exchange)
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCIRNew York Stock Exchange
Securities registered pursuant to Section 12 (g)12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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 x 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 filerxAccelerated fileroEmerging growth companyo
Non-accelerated fileroSmaller reporting companyo


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 has filed a report and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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


The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2018July 4, 2021 was $712,250,764.$620,142,240. The registrant does not have any non-voting common equity.


As of February 22, 2019,July 19, 2022, there were 19,857,35920,351,853 shares of the registrant’s Common Stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE



Part III incorporates by reference certain portionsExplanatory Note

Restatement Background

On March 13, 2022, the Company’s management and the Audit Committee of the information fromCompany's Board of Directors (the "Audit Committee") reached a determination that the registrant’s definitive Proxy StatementCompany’s previously issued consolidated financial statements and related disclosures (i) as of December 31, 2020 and for the years ended December 31, 2020 and December 31, 2019, Annual Meeting(ii) each of Stockholdersthe quarterly and year-to-date periods in 2020 and (iii) the quarterly and year-to-date periods in the nine months ended October 3, 2021 should no longer be relied upon because of material misstatements contained in those consolidated financial statements. The Company’s management and the Audit Committee discussed the matters with Ernst & Young LLP, the Company’s independent registered public accounting firm for the fiscal year 2020 through the current fiscal year and with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for fiscal year 2019 and prior fiscal periods, and determined to be heldrestate its audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019, and its interim financial statements for the first, second, and third quarters of 2021 and 2020.

As described in our Current Report on May 9, 2019. The definitive Proxy Statement will beForm 8-K filed with the Securities and Exchange Commission within 120 days(“SEC”) on March 14, 2022, the Company announced that it had discovered accounting irregularities in its Pipeline Engineering business unit, and that the Audit Committee had engaged external advisors to conduct a review into the irregularities. The review revealed accounting irregularities for balance sheet and income statement entries of approximately $40 million on a cumulative basis over a period of five years. It was determined that (i) the Company's previously reported net assets and earnings related to the Pipeline Engineering business were materially misstated, (ii) an individual employee in the Pipeline Engineering business had intentionally manipulated Pipeline Engineering's accounting records beginning in 2017, and (iii) the accounting irregularities resulted from intentional acts to conceal relevant information, falsify accounting records and override management controls. The findings from the review through searches of email, documents and interviews, did not identify any misconduct by any member of the closesenior management team. The Company recognized an incremental goodwill impairment of $21.9 million in the first quarter of 2020 after considering the fair value of the registrant’sindustrial reporting unit as of the assessment date for the Pipeline Engineering impacts.

Restatement of Previously Issued Consolidated Financial Statements

This Annual Report on Form 10-K for the year ended December 31, 20182021 includes audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019, as well as relevant unaudited interim financial information for the quarterly periods ended, October 3, 2021, July 4, 2021, April 4, 2021, September 27, 2020, June 28, 2020, and March 29, 2020. The Company has restated certain information within this Annual Report on Form 10-K, including the consolidated financial statements at December 31, 2020 and for the years ended December 31, 2020 and December 31, 2019, and the relevant unaudited interim financial information for the quarterly periods ended October 3, 2021, July 4, 2021, April 4, 2021, September 27, 2020, June 28, 2020 and March 29, 2020 (collectively known as the “Financial Statements”).

In addition to the misstatements related to the Pipeline Engineering matters, the Company also recorded other adjustments to correct previously uncorrected misstatements that were not material, individually or in the aggregate to its consolidated financial statements of prior periods.


See Note 2, Restatement of Previously Issued Consolidated Financial Statements, in Item 8, Financial Statements and Supplementary Data, for additional information on the audited consolidated financial statements at December 31, 2020 and for the years ended December 31, 2020 and December 31, 2019.

See Note 23, Quarterly Financial Information (Unaudited), in Item 8, Financial Statements and Supplementary Data, for such restated information on the quarterly consolidated financial statements for the years 2020 and 2021.

Control Considerations

In connection with the restatement, management has assessed the effectiveness of the Company's internal control over financial reporting. Based on this assessment, the Company identified material weaknesses in its internal control over financial reporting resulting in the conclusion by the Company's Interim Chief Executive Officer and Interim Chief Financial Officer that the internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2021. Management is taking additional steps to remediate the material weaknesses in the Company's internal control over financial reporting. See Item 9A, Controls and Procedures, for additional information related to these material weaknesses in internal control over financial reporting and the related remedial measures.



Table of Contents
Page
Number
Part I
Item 1
Number1
Part I
Item 11A
Item 1A1B
Item 1B
Item 2
Item 3
Item 4
Part II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Item 9C
Part III
Part III
Item 10
Item 11
Item 12
Item 13
Item 14
Part IV
Item 15
Item 16






Part I
 
Item 1.    Business
This Annual Report on Form 10-K contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters, identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control and our actual results may differ materially from the expectations we describe in our forward-looking statements. Forward-looking statements, including statements about our future performance, including realizationthe potential outcome, if any, of cost reductionsthe Board of cost reductionsDirector's review of strategic alternatives; the expected and potential direct and indirect impacts of the COVID-19 pandemic on our business, our ability to remediate the material weakness in our internal control over financial reporting, the number of new product launches and future cash flows from restructuringoperating activities, and expected synergies, involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, changes in the priceduration and scope of and demand for oil and gas in both domestic and international markets, our ability to successfully integrate acquired businesses, as contemplated, the possibility that expected benefits related to the FH acquisition may not materialize as expected,COVID-19 pandemic; any adverse changes in governmental policies,policies; variability of raw material and component pricing,pricing; changes in our suppliers’ performance,performance; fluctuations in foreign currency exchange rates,rates; changes in tariffs or other taxes related to doing business internationally,internationally; our ability to hire and retain key personnel,personnel; our ability to operate our manufacturing facilities at efficient levels, including our ability to prevent cost overruns and reduce costs,costs; our ability to generate increased cash by reducing our working capital,capital; our prevention of the accumulation of excess inventory, our ability to successfully implement our restructuring or simplification strategies,inventory; fluctuations in interest rates,rates; our ability to successfully defend product liability actions,actions; the inability to identify or complete a strategic transaction; as well as the uncertainty associated with the current worldwide economic conditions and the continuing impact on economic and financial conditions in the United States and around the world, including as a result of the COVID-19 pandemic, natural disasters, military conflicts, terrorist attacks current Middle Eastern conflicts and relatedsimilar matters.For a discussion of these risks, uncertainties and other factors, see Part I, Item 1A, "Risk Factors". in this Annual Report on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.


Overview


CIRCOR International, Inc. was incorporated under the laws of Delaware on July 1, 1999. As used in this report, the terms “we,” “us,” “our,” the “Company” and “CIRCOR” mean CIRCOR International, Inc. and its subsidiaries (unless the context indicates another meaning). The term “common stock” means our common stock, par value $0.01 per share.


We design, manufactureCIRCOR designs, manufactures and marketmarkets differentiated technology products and sub-systems for markets includingthe industrial oil & gas,and aerospace and defense and commercial marine. CIRCOR hasmarkets. We have a diversified flow and motion control product portfolio with recognized, market-leading brands that fulfill itsour customers’ mission critical and severe service needs. The Company’s strategy is to grow organically through innovative product development (including digital products), aftermarket growth, penetrating new regions, margin expansion and through complementary acquisitions; simplify CIRCOR’s operations; achieve world class operational excellence; and attractbuild an inclusive, growth-oriented culture that attracts and retain top industryretains a diverse group of talent. We have a global presence and operate 2821 major manufacturing facilities that are located in North America, Western Europe, Morocco, China and India. The Company has the following reportable business segments: Industrial segment (“Industrial segment”Industrial”), Energy ("Energy segment" or "Energy"), and Aerospace & Defense segment (“Aerospace & Defense segment”Defense”). We sell our products through distributors, representatives, Engineering, Procurement and Construction ("EPC") companies, as well as directly to end-user customers and original equipment manufacturers (“OEMs”)., as well as through Engineering, Procurement and Construction (“EPC”) companies and our channel partner network.


In 2020, we completed the divestiture of our loss-making Distributed Valves (“DV”) business. This action stemmed from our strategic decision to exit the upstream oil and gas valves market. This business and the associated loss on disposal were reported within discontinued operations in our consolidated financial statements. The following discussion in this Item 1 relates only to our continuing operations unless otherwise noted. Refer to Note 1, Description of Business along with Note 4, Discontinued Operations and Assets Held for Sale, to the consolidated financial statements included in this Annual Report for additional information.

1



Strategies


Our objective is to enhance shareholderstockholder value by focusing on organic growth, margin expansion, strongimproving free cash flow and disciplinedfocused capital deployment. We have a four-pointOur strategy to achieve these objectives.objectives is to:


1) Grow Organically and Through AcquisitionsBuild the best team. We leverage the power of our global design capabilitiesare committed to develop innovative productscreating a strong employee value proposition that solve our customers’ mostattracts talented and diverse people to CIRCOR. We are also committed to investing in, engaging, challenging and developing our employees through a variety of development programs. Our goal is to build an inclusive, growth-oriented culture that, when combined with robust process, appropriate metrics and individual accountability, will deliver extraordinary results.

2) Drive organic growth. We serve mission critical problems. New products will be an increasingly important partapplications across our A&D and Industrial portfolio, and typically enjoy competitive position in the market segments we serve. One of the pillars of our growth strategy going forward.is customer intimacy. Strong insights into the needs of our current and prospective customers enable us to drive growth through new products, aftermarket support, value-based pricing and enhanced customer experience from order through delivery. We view aftermarket as key to both organic growth and margin expansion and we will continue exploring support opportunities for our customers, especially those in our Industrial segment. In A&D, our businesses are well positioned for growth from critical programs such as Navy submarines, missiles including hypersonic, fighter aircraft and narrowbody and widebody commercial aircraft platforms. In addition, we are positioning ourselves to grow in partsfinding use of our endtechnologies in new markets where our products are under-represented. This could include establishing a presenceincluding medical, hydrogen and space applications. We will continue to invest in higher growth geographiesnew technologies and new programs where we have a limited presence today. It also could include taking products established in one end-market and selling those solutions into other relevant end markets.can leverage our unique technical advantages.



1




In addition to organic growth, we expect to acquire businesses over time. We are primarily focused on companies with differentiated technologies in complementary markets that we already understand and where we expect substantial growth. In addition to strategic fit and differentiated technology, the main criterion for an acquisition is return on invested capital.

2) Simplify CIRCOR. In 2013, we embarked on a long-term journey to simplify CIRCOR.3) Realize margin expansion. We have a large numbersuccessful track record of facilities relative to our size and believe that simplifying this structure will not only expand ourexpanding margins by reducing cost, but will help us improve our customer service, operations, and controls. We obtain an in depth understanding of our customer needs and competitor capabilities in our end markets,A&D segment and continue to build on this success through value-based pricing, volume growth and the leverage of our best-cost manufacturing operations in Morocco. In Industrial we are implementing similar strategies to those that have been successful in A&D, including value-based pricing, focus on the aftermarket, leverage of best-cost manufacturing in India and China, as well as factory modernization and 80/20 simplification.

5) Optimize overhead cost. We continue to evaluate our cost structure across the organization. We are continuously looking for opportunities to simplify our product portfoliostructure, eliminate redundancies and align our teams closer to the number of unique products we offercustomers. These initiatives have already resulted in structural cost-out in the marketplace through active product management.first half of 2022 and we have identified specific areas of opportunities for further improvements which we are currently evaluating for future implementation.


3) 6) Achieve World Class Operational Excellenceworld class operational excellence. Our Global Operations and Supply Chain organization is fullybusinesses are committed to achieving operational excellence in support of our customers’ expectations of perfecthigh quality, on-time delivery and market competitiveness. We follow the CIRCOR Operating System ("COS"(“COS”), which creates a disciplined culture of continuous improvement for driving operational excellence including a sales and inventory operations plan that provides for world-class quality and delivery while maintaining an optimal level of working capital.. COS is comprised of ten business process attributes designed to engage and empower our employees to recognize and eliminate waste, work real-time problem solving as part of their everyday job experience, and enhance our performance both in operations and business officefront end processes. Under COS our employees participate in a regimented training program and receive regular prescriptive assessments / action plans to drive process maturity. Quantitative performance metrics define site certification levels to help attain and sustain a high level of quality, productivity, inventory management and market competitiveness that delights our customers, shareholders,stockholders, and employees.


4) Build the Best Team7) Focused capital deployment. Finally, weWe have a fundamental belief at CIRCOR thatportfolio of leading brands, differentiated technologies and strong customer relationships. We continually evaluate whether we are the best team wins. We are committed to attracting the most talented people inowners of our industrybusinesses, or whether we could undertake value enhancing divestitures. Although, our markets remain fragmented, and we are committed to investing, engaging, challengingsee opportunity for complementary and developingvalue enhancing acquisitions, in the near term our employees. We believe the best people combined with robust process, appropriate metrics,focus is on organic investments, evaluating divestitures and individual accountability will deliver extraordinary results.reducing leverage


Business Segments


EnergyIndustrial


Effective January 1, 2018, we realigned our business segments in order to simplify the business. The current and prior periods are reported under the new segment structure.

The Energy segment remained unchanged from the 2017 reporting structure except for the addition of the Reliability Services business ("Reliability Services"). We acquired the Reliability Services business as part of the Fluid Handling acquisition that took place in 2017 and subsequently sold the business in January 2019 Refer to Note 19, "Subsequent Event," of the consolidated financial statements included in this Annual report for additional information regarding this disposition.

EnergyIndustrial is a global providerportfolio of highly engineered integratedand differentiated flow control solutions,solutions. Our primary products are positive displacement pumps, specialty centrifugal pumps, metering pumps, automatic recirculating valves, control and servicesactuator valves for the Oil & Gas and Process Instrumentation markets.mission critical applications.


We areOur technology is focused on satisfying our customers’ mission-critical application needs by utilizing advanced technologies. Our flow control solutions can withstand extreme temperatures and pressures, and as such are usedmoving the most difficult fluids with extremely high efficiency for critical applications in the most criticalgeneral industrial, power, process, energy, and severe service applications. Our installations include land-based, topside, and sub-sea oil and gas production, refining and petrochemical process control, oil sand processing, critical pressure control and cryogenic applications.commercial marine end markets.


We plan to grow Energythe Industrial segment by expandingimproving our capabilitiesunderstanding of our customers and their challenges and providing innovative new products, including digital products, in Oil & Gas both organicallymultiple product lines that address our customers' severe service and inorganically acrossmission critical needs. We are driving growth regionally and developing products in-region, for-region. We are using multiple digital tools, including a new CIRCOR app, to support our customers in the Oil & Gas and Petrochemical markets.aftermarket. The Industrial segment is also focused

2
Energy


on pricing initiatives to drive value-pricing for our products. We believe margin expansion can be achieved through use of COS at our sites.

Industrial is headquartered in Houston, Texas and hasRadolfzell, Germany, with primary manufacturing facilitiescenters in North America, the United Kingdom, Italy,England, Germany, India, and the Netherlands.China.


2





Markets and Applications


EnergyIndustrial serves an increasingthe general industrial, power and process, energy and commercial marine markets.

The general industrial market includes a broad range of energy-focused global markets. Keymanufacturing operations for flow control. Our products are used to our business strategyhandle fluids with a wide range of viscosity, lubricity, temperature, pressure and flow requirements, automate and control plant utilities, increase energy efficiency in buildings and campuses, and safely regulate critical fluids such as steam and industrial gases used in manufacturing processes.

The power and process market is targeting additional markets that can benefit from our innovativecomprised of electric utilities, industrial power producers and OEM power generating equipment providers. Our products and system solutions. Markets served today include Oil & Gas: upstream (on-shoreservices are used across this segment in lubrication management for turbines and off-shore), mid-stream and downstream,generators, as well as petrochemical processing. fuel delivery, heat transfer, and emissions reduction applications. We serve power generation facilities and processes fueled by natural gas, oil, hydro, solar, nuclear, and coal.

The upstream and mid-streamenergy markets we serve are primarily served by our large international project and North American short-cycle businesses,midstream and downstream and petrochemical markets are served primarily by our refinery valves, instrumentation and sampling businesses, and until its sale in January 2019, the Reliability Services business.

Upstream Oiloil & Gas: These markets commonly include all the equipment between the outlet on the wellhead to the mainline transmission pipeline and it also incorporates all the activities associated with the installation of this equipment. Our diverse portfolio covers all facets of oil and gas, production, both topside and sub-sea, and includes short cycle standard valve products and custom engineered valves.

Mid-stream Oil & Gas: This market begins at the mainline transmission pipeline and extends to the fence around the refinery or petrochemical plant. It includes certain ancillary equipment, as well as the gas processing plants that prepare and purify raw natural gas for entry into the major pipeline systems and Liquid Natural Gas (LNG) liquefaction and transport processes. Our valves are used for flow control in the main transmission lines, gathering systems, and storage facilities. We also provide inspection and cleaningrenewables. In midstream, our products and services are used in the transfer of oils and refined products via pipelines, ship vessels, railcars, and trucks, as well as pipeline pigging and associated pipeline integrity operations. Our products and services are also used to insure the integrity of transmission pipelines.

Downstream Oil & Gas: Themanage and maintain storage terminals. In downstream, market includes the refining, distillation, stripping, degassing, dehydrating, desulphurizing, and purifying of the crude oil to its constituent components. In addition to flow control applications for feedstocks and process control across each downstream process unit, our refinery valves business provides highly specialized engineered solutions for coking and catalytic cracking that improve the safety and efficiency of operations within the refinery.

Petrochemical Processing: The petrochemical processing market includes the refining and manufacture of chemicals derived from oil and gas, such as polyethylene. This market requires specific instrumentation and ancillary equipment to monitor the quality and efficiency of production. Our instrumentation and sampling business provides products that are used to facilitate these activities withsupport critical refining processes, both directly in the highest degreeprocess and as part of precision.integrated equipment supplied by OEMs. Our products are also used in the production and management of biofuels and supporting the operation of large-scale wind farms.


The commercial marine market includes shipbuilders, OEM suppliers of onboard equipment, and shipping fleet operators. Our products and services are designed specifically to support all aspects of fluid systems, including propulsion, ballast handling, cooling water, bilge, fuel, power generation, and mechanical hydraulics.

In all of the markets we serve, we provide aftermarket components and aftermarket services.

Brands


Energy provides its flow control solutionsIndustrial manufactures and markets products and services through the following significant brands:


Circle SealAllweiler, DeltaValve, Houttuin, IMO Pump, IMO AB, Leslie Controls, CIRCOR Tech, CIRCOR Reliability Services, Contromatics, COT-Puritech, DeltaValve, Dopak Sampling, GO Regulators, Hoke-Gyrolok, Hydroseal, KF Valves, LSC, Mallard Control, Pibiviesse, Pipeline Engineering, SICELUB,RG Lawrence, RTK, Schroedahl, TapcoEnpro, Tushaco, and Texas Sampling.Zenith.


Products


EnergyIndustrial offers a range of flow control solutions (distributed and highly engineered)products and services, including:


Valves (from 1/8 inch to 64 inches in diameter)3 Screw Pumps
Engineered Trunion2 Screw Pumps
Progressing Cavity Pumps
Specialty Centrifugal Pumps
Gear Metering Pumps
Automatic Recirculation Valves
Highly engineered valves, actuation and Floating Ball Valves
Gate, Globe and Check Valves
Butterfly Valves
Instrumentation Fittings and Sampling Systems, including Sight Glasses & Gauge Valves
Liquid Level Controllers, Liquid Level Switches, Plugs & Probes Pressure Controllers, Pressure Regulators
Pipeline pigs, quick opening closure, pig signalers
Delayed coking unheading devices for refinery coking and fluid catalytic converterFluidized Catalytic Cracking Units (FCCU) operations
Severe Service and isolation valvesGeneral Service Control Valves
Oil mist systems and preventative lubrication services

For our manufactured valveOur products we are subjectmust comply with certification standards applicable to applicable federal, state and local regulations. In addition, many of our customers require usend markets. These standards include but are not limited to comply with certain industrial standards, including those issued by the American Petroleum Institute, International Organization for Standardization, Underwriters’ Laboratory, American National Standards Institute, American Society of Mechanical Engineers,ISO 9001:2008, ANSI/ASQC Q 9001, API 676, and the European Pressure Equipment Directive. We also need to meet standards that qualify us to be on authorized supplier lists with various global end users. We are fully qualified and licensed for the API 6D, API 6DSS and API 6A PSL4.Mil-I-45208.




3






Customers
Energy’s
Industrial's products and services are sold directly to end-user customers, such as major oil companies,end-users, OEMs that supply specialized systems in their respective end markets, and EPC companies and distributors, through a global network of indirect sales channels that include direct sales, sales representatives, and agents.channels.


Revenue and Backlog


EnergyIndustrial accounted for $451.2$506.1 million, $339.6$499.2 million, and $305.9$684.6 million or 38%67%, 51%65%, and 52%72% of our net revenues for the years ended December 31, 2018, 20172021, 2020, and 2016,2019, respectively. Energy’s backlog asFor the year ended December 31, 2021 compared to 2020, revenues excluding divestitures increased $11.8 million driven by a 7% increase in the Pumps businesses offset by 5% reduction in the Valves businesses. For the year ended December 31, 2020 compared to 2019, $87.3 million of January 31, 2019decline in net revenues was $166.8million compared with $190.1 million as of January 31, 2018. Energy backlog represents backlog orders we believedue to be firm.divestitures.


Aerospace & Defense

The Aerospace & Defense segment includes the Aerospace & Defense business from the 2017 Advanced Flow Solutions ("AFS") segment, along with the Pumps and Valves Defense business acquired as part of the FH acquisition.


Aerospace & Defense is aproduces diversified and innovative flow control technology platform.products. Our primary product focus areas are valves, pumps, actuation, motors, switches and high pressure pneumatic systems.

Aerospace & Defense products are mainly used in aerospace, defense and general industrial markets.


We plan to grow Aerospace & Defense by increasing market share in existing and new markets through exceptional sales and customer service and with new products enabled by innovative, reliable and high quality solutions. Product portfolio expansion through acquisitions of differentiated technologies in current and adjacent applications is also aA key part of our strategy is the development of a strong technology team that can use our core technology to accelerate new product development. We are exploring adjacency applications for our core technology and opportunities to increase our aftermarket sales. Our growth strategy.will also be driven by margin expansion, through increased manufacturing capabilities at our lower cost facility in Morocco, adoption of the COS by our sites and value pricing initiatives.


We have Aerospace & Defense facilities in North America, the United Kingdom, France, Morocco, and India. Our Aerospace & Defense headquarters is in Corona, California.


Markets and Applications


Aerospace & Defense serves the aerospace and defense markets.


The commercial aerospace market that we serve includes commercial aerospace primarily focused on systems and components on airliners and business jets, such as hydraulic, pneumatic, fuel and ground support equipment including maintenance, repair and overhaul (MRO). In addition, we serve the defense aerospace market, including military and naval applications where controls or motion switches are mission critical. We support fixed wing aircraft, rotorcraft, missile systems, ground vehicles, submarines, weapon systems and weapon launch systems, ordinance, fire control, fuel systems, pneumatic controls, and hydraulic and dockside support equipment including MRO.


The non-aerospace defense market that we serve is primarily focused on naval vessels, with our pumps and valves used across most naval platforms in a wide variety of onboard applications. We are a trusted supplier to many countries' navies, leveraging our engineering and manufacturing capabilities to work directly with our customers in developing targeted solutions for mission critical applications including very low acoustic signature pumps for submarines.


In all of the markets we serve, we provide aftermarket components and repair services.

Brands


Aerospace & Defense manufactures and markets control valves, automatic recirculation valves,pumps, regulators, fluid controls, actuation systems, landing gear components, pneumatic valves and controls, electro-mechanical controls, motors and other flow control products and systems. Aerospace & Defense provides actuation and fluid control systems and services through the following brands: CIRCOR Aerospace, Aerodyne Controls, CIRCOR Bodet, CIRCOR Industria, CIRCOR Motors, Hale Hamilton, Leslie Controls, Portland Valve, and Warren Pumps.






4






Products


Aerospace & Defense offers a range of solutions, including:
Specialty Centrifugal, 2-Screw, and Propeller Pumps
Specialized control valves
MIL-Spec butterfly valves and actuators
Electromechanical, pneumatic and hydraulic, fluid and motion control systems
Brushless DC Motors
Switches
Pressure regulators and pressure control systems
Actuation components and sub-systems


In the manufacture of our products, we must comply with certain certification standards, such as AS9100C, ISO 9001:2008, National Aerospace & Defense Contractors Accreditation Program, Federal Aviation Administration Certification and European Aviation Safety Agency as well as other customer qualification standards. Currently all of our manufacturing facilities comply with the applicable standards.


Customers


Aerospace & Defense products and services are used bysold directly and indirectly to a range of customers, including those in the military and defense, commercial aerospace, business and general aviation and general industrial markets. Our customers include aircraft manufacturers (OEMs) and Tier 1 suppliers to these customers.


Revenue and Backlog


Aerospace & Defense accounted for $237.0$252.5 million, $183.0$266.0 million, and $166.1$272.6 million, or 20%33%, 28%35%, and 28% of our net revenues for the years ended December 31, 2018, 20172021, 2020, and 2016,2019, respectively. Aerospace & Defense backlog as of January 31, 2019 was $183.3million compared with $142.0 million as of January 31, 2018.


Aerospace & Defense backlog represents orders we believe to be firm, including future customer demand requirements on long-term aerospace product platforms where we are the sole source provider. We determine the amount of orders to include in our backlog for such aircraft platforms based on 12 months demand published by our customers.

Industrial

The Industrial segment includes the businesses acquired as part of the FH acquisition (except for the businesses noted above that were moved to the Energy and Aerospace & Defense segments) as well as the Industrial Solutions and Power and Process businesses that were part of the Advance Flow Solutions segment in 2017.

Industrial is a global portfolio of highly engineered and differentiated fluid handling products and flow control products. Our primary products are positive displacement pumps, specialty centrifugal pumps, automatic recirculating valves, control valves, and harsh environment flow control products for steam and cryogenic applications.

Our technology is focused on moving the most difficult fluids with extremely high efficiency for critical applications in the general industrial, power, process, oil & gas, and commercial marine end markets.

We plan to grow the Industrial segment by expanding our share in existing markets with innovative solutions and new product offerings through our strong sales and service network, and leveraging our brand and commercial position.

Industrial is headquartered in Radolfzell, Germany, with primary manufacturing centers in North America, Germany, India, and China.

Markets and Applications

Industrial serves the industrial, commercial marine, oil & gas, and power and process markets.

The general industrial market includes a broad range of manufacturing operations for flow and energy control. Our products are used to handle viscous and critical fluids, automate and control plant utilities, increase energy efficiency in buildings and campuses, and safely regulate critical fluids such as industrial gases and cryogenic fluids used in manufacturing processes.


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The power and process market is comprised of electric utilities, industrial power producers, and OEM power generating equipment providers. Our products and services are used across this segment in lubrication management for turbines and generators, as well as fuel delivery, heat transfer, and emissions reduction applications. We serve power generation facilities and processes fueled by natural gas, oil, hydro, solar, nuclear, and coal.

The Oil & Gas market is divided into three sub-segments: upstream, midstream, and downstream. In upstream, our products and services are used to manage equipment and fluids critical to the drilling of new wells, and also maximize, control, and maintain oil production from both new and existing wells. In midstream, our products are used in the transfer of oils and refined products via pipelines, ship vessels, railcars, and trucks. Our products and services are also used to manage and maintain storage terminals. In downstream, our products are used to support critical refining processes, both directly in the process and as part of integrated equipment supplied by OEMs.

The commercial marine market includes shipbuilders, OEM suppliers of onboard equipment, and shipping fleet operators. Our products and services are designed specifically to support all aspects of fluid systems, including propulsion, ballast handling, cooling water, bilge, fuel, power generation, and mechanical hydraulics.

In all of the markets we serve, we provide aftermarket components and, in limited applications, aftermarket services.

Brands

Industrial manufactures and markets products and services through the following brands:

Allweiler, Houttuin, IMO Pump, IMO AB, Nicholson Steam Trap, Rockwood Swendemann, Rosscor, RTK, Schroedahl, SES, Spence Engineering, Tushaco, and Zenith.

Products

Industrial offers a range of fluid handling products and services, including:

3 Screw Pumps
2 Screw Pumps
Progressing Cavity Pumps
Specialty Centrifugal Pumps
Gear Metering Pumps
Multiphase Pump Systems
Automatic Recircultaing Valves
Severe Service and General Service Control Valves

Our products must comply with certification standards applicable to many of our end markets. These standards include but are not limited to ISO 9001:2008, ANSI/ASQC Q 9001, API 676, and Mil-I-45208.

Customers

Industrial's products and services are sold directly to end-users, OEMs that supply specialized systems in their respective end markets, and EPC companies through a global network of direct and indirect sales channels.

Revenue and Backlog

Industrial accounted for $487.6 million, $139.1 million and $118.2 million or 41%, 21% and 20% of our net revenues for the years ended December 31, 2018, 2017 and 2016. Industrial backlog as of January 31, 2019 was $168.2 million.


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CIRCOR Consolidated


Competition


The domestic and international markets for our products are highly competitive. Some of our competitors have substantially greater financial, marketing, personnel and other resources than us. We consider product brand, quality, performance, on-time delivery, customer service, price, distribution capabilities and breadth of product offerings to be the primary competitive factors in these markets. We believe that new product development and product engineering also are important to our success and that our position in the industry is attributable, in significant part, to our ability to develop innovative products and to adapt existing products to specific customer applications. Our ability to leverage our large installed base of equipment to drive repairs and spares growth is a competitive advantage.

The primary competitors of our Energy segment include: Balon Corporation, Crane Co., Emerson Electric Company, Flowserve Corporation, IMI plc, P.e.r.a.r S.p.A, PetrolValves S.p.A, Cameron division of Schlumberger Limited, SPX Flow, Inc., and Valvitalia S.p.A.

The primary competitors of our Aerospace & Defense segment include: Crane Co., Curtiss-Wright Corporation, Marrotta Controls, Moog, Inc., Parker Hannifin Corp., and Woodward Inc.


The primary competitors of our Industrial segment include: Leistritz AG, Curtiss-Wright Corporation, Netzsch GmbH, ITT Corporation, IMI plc, SPX Flow, Inc., Seepex GmbH, and Naniwa Ltd.


The primary competitors of our Aerospace & Defense segment include: Transdigm, Crane Co., Curtiss-Wright Corporation, Moog, Inc., Parker Hannifin Corp., and Woodward Inc.

New Product Development


Our engineering differentiation comes from our ability to offer products, solutions and services that address high pressure, high temperature, and caustic flow. Our solutions offer high standards of reliability, safety and durability in applications requiring precision movement and zero leakage.


We continue to develop new and innovative products to enhance our market positions.positions and drive growth. Our product development capabilities include designing and manufacturing custom applicationssolutions to meet high tolerance or close precision requirements. For example, our Energy segment operation can meet the tolerance requirements of sub-sea, cryogenic environments as well as critical service steam applications. Our Aerospace & Defense segment continues to expand its integrated systems design and testing capability to support bundled sub-systems for aeronautics applications, as well as acoustically superior motorspumps for marine applications. These testing and manufacturing capabilities enable us to develop customer-specified applications. In many cases, the unique characteristics of our customer-specified technologies have been subsequently used in broader product offerings. The Industrial segment provides unique fluid handlingflow control products for viscous and critical fluids with specific design and engineering capabilities, as well as highly differentiated smart technology for specific applications.capabilities.

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We maintain a Global Engineering Center of Excellence in India with a capable technology and engineering team that complements the engineering resources in a business unit.


Customers


For the years ended December 31, 2018, 2017,2021 and 2016, we had2020, no customers from which we derive revenues that exceedaccounted for more than 10% of the Company’s consolidated revenues. Our businesses sell into both long-term capital projects as well as short-cycle demand. As a result, we tend to experience fluctuations in orders, revenues and operating results at various points across economic and business cycles. Our Energy businesses can be cyclical in nature due to the fluctuation of the worldwide price, supply and demand for oil and gas. When the worldwide demand for oil and gas is depressed, the demand for our products used in those markets decreases as our customers with higher production costs will cut back investment and reduce purchases from us. The number of active rigs and wells drilled in North American short-cycle Oil & Gas market is a strong indicator of demand especially for our distributed valves products. In addition, the level of capital expenditures by national oil companies or the oil majors in exploration and production activities drive demand for our long cycle, engineered valves products. Maintenance expenditures during refinery turnarounds drive demand for our refinery valve products. Similarly, although not to the same extent as the Oil & Gas markets, the aerospace, military and maritime markets have historically experienced cyclical fluctuations in demand.


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Selling and Distribution


Across our businesses we utilize a variety of channels to market our products and solutions. Those channels include direct sales, distributors and commissioned representatives, and our service centers.representatives. Our distribution and representative networkschannel partner network typically offeroffers technically trained sales forces with strong relationships in key markets.

We believe that our well-establishedestablished, global direct and indirect sales and distribution channels constitute a competitive strength. We believe that we have good relationships with our representatives and distributors. We continue to implement marketing programs to enhance these relationships. Our ongoing distribution-enhancement programs include reducing lead times, introducing new products, and offering competitive pricing, application design, technical training, and service.channel partners.


Intellectual Property


We ownThe Company relies upon a combination of trade secrets and patent and trademark registrations to protect its intellectual property. Our patents that are scheduled to expire between 20192022 and 20302038, and our trademarks that can be renewed as long as we continue to use them. We do not believe the vitality and competitiveness of any of our business segments as a whole depends on any one or more patents or trademarks. We own certain licenses such as software licenses, but we do not believe that our business as a whole depends on any one or more licenses.


Raw Materials


The raw materials used most often in our production processes are castings, forgings and bar stock of various materials, including stainless steel, carbon steel, bronze, copper, brass, titanium and aluminum. These materials are subject to price fluctuations that may adversely affect our results of operations. We purchase these materials from numerous suppliers and at times experience constraints on the supply of certain raw material as well as the inability of certain suppliers to respond to our needs. Historically, increases in the prices of raw materials have been partially offset by higher sales prices, active materials management, project engineering programs and the diversity of materials used in our production processes.


EmployeesRegulatory and Labor RelationsEnvironmental Matters


Our business and operations are subject to numerous federal, state and local laws and regulations, both within and outside the United States, in areas such as: competition, government contracts, international trade, labor and employment, tax, environmental protection, workplace health and safety, and others. These and other laws and regulations impact the manner in which we conduct our business, and changes in legislation or government policies can affect our operations, both favorably and unfavorably. Below is a summary of the some of the significant regulations that impact our business (see also Part I, Item IA, Risk Factors).

Government Procurement. The services we provide to the U.S. federal government are subject to Federal Acquisition Regulation, the Truth in Negotiations Act, export controls rules and Department of Defense (DOD) security regulations, as well as many other laws and regulations. These laws and regulations affect how we transact business with our customers and, in some instances, impose additional costs on our business operations. A violation of specific laws and regulations could lead to fines, contract termination or suspension of future contracts. Our government clients can also terminate, renegotiate, or modify any of their contracts with us at their convenience.

Trade Controls. The export of our products is subject to applicable trade controls laws, including those in the U.S., the European Union, the United Kingdom and China, and include, but are not limited to, the International Traffic in Arms Regulations, the Export Administration Regulations, and trade sanctions against embargoed countries. A violation of specific laws and regulations could lead to civil or criminal enforcement action and varying degrees of liability.

Anti-Bribery. We are subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. The U.K. Bribery Act of 2010 prohibits both domestic and international bribery, as well as bribery across both private and public sectors. In addition, an organization that “fails to prevent bribery” committed by anyone
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associated with the organization can be charged under the U.K. Bribery Act unless the organization can establish the defense of having implemented “adequate procedures” to prevent bribery.

Human Capital

CIRCOR’s success depends on our ability to attract, develop, engage and retain key talent. Management oversees and drives a number of vital employee programs in support of these goals.

Employee Profile

As of JanuaryDecember 31, 2021, CIRCOR had 3,120, employees, of whom approximately 98% are full-time. 43% of this workforce was in Europe, 40% in the United States, 11% in India and the rest spread across the rest of Asia, the Middle East and Latin America.

Approximately 37% of our workforce is composed of skilled direct labor working in our factories across the globe. 29% is indirect labor in support of this direct labor. 34% are selling, general and administrative expenses (“SG&A”) staff (including engineering, sales, finance, human resources and legal personnel). 6% of the Company’s U.S. employees are unionized. Outside the United States, we have employees in Europe that are represented by an employee representative organization, such as a union, works council or employee association.

Approximately 19% of the Company's global workforce is female, and 16% of the Company's employees in leadership roles are female. Approximately 34% of the Company's U.S. workforce and 23% of our U.S. employees in leadership roles are racially or ethnically diverse. At the Board of Directors level, 29% of our directors are female and 14% of our Board is racially or ethnically diverse.

Talent Attraction

We employ a rigorous recruitment process to attract and hire the talent needed for our continued success and growth. This includes candidates from diverse backgrounds and with differing experiences. Candidates are carefully vetted and assessed in multiple stages and interviews. Our recruitment processes are designed to comply with local labor laws and regulations.

Attracting a more diverse candidate pool was a particular focus in 2021. We published a revamped careers page on our website, which included a specific section on diversity & inclusion and focused on improving our job descriptions, to make them more appealing to broader slate of potential candidates. We also provided a standardized interview guide and unconscious bias training to hiring managers in 2021.

In addition, we actively partner with universities across the globe to recruit promising graduate talent into various functions in the Company. We work with Kellogg School (Northwestern University) to hire graduating Master of Business Administration (“MBA”) students each year into the Company’s general management rotation program and have plans to expand the program to include engineering graduates, who will be hired to participate in an engineering rotation program.

Talent Development

CIRCOR is committed to developing our talent. Many of our employees participate in an annual Talent Review Process and Performance Management Process, which helps assess the performance as well as the potential of employees. We focus on investment in three main methods of developing talent: (1) on-the-job, technical or skills-based training, (2) mentorship and (3) leadership and executive development training.

We have offered a Senior Leadership Development Program for top leaders and a Management Development Program for mid-level managers. In addition, we actively train our employees on diversity and inclusion, interpersonal skills, process improvement skills, compliance topics as well as technical skills at the site level. We work with high potential employees to create Individual Development Plans for them and provide opportunities for assessments and coaching as needed. In 2021, 50% of leadership positions were filled internally as CIRCOR lays heavy emphasis on promoting from within and creating growth opportunities for our employees. We use annual succession planning and periodic sessions with business leaders and the People team throughout the year to understand the open roles for which internal candidates might be available to fill.





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Talent Retention

We are committed to creating a strong employee value proposition, and our retention strategy centers on building an inclusive, growth-oriented culture that is attractive to our employees. We have regular communications from our senior leaders to employees throughout the organization and provide channels for feedback.

We periodically conduct employee engagement surveys and other similar surveys to measure employee engagement and satisfaction. Our 2021 employee engagement survey had a greater than 70% participation rate, and measured employee engagement and satisfaction, and sought employee feedback, across a range of topics. In addition, our sites host town halls throughout the year to engage employees at a local level; some sites also have employee engagement committees that meet regularly with leadership to provide feedback. In 2021, while many of our employees continued to work from home, sites hosted online events to continue to facilitate employee engagement.

In addition, we offer competitive compensation and benefits packages that are designed to retain, motivate and reward our employees. CIRCOR has a Pay for Performance philosophy, and we align our compensation practices with reference to external benchmarks, internal comparisons and the relationship between management and non-management remuneration. We seek to ensure that our pay practices do not discriminate on the basis of gender or race, taking into account job-related responsibilities, geographic location, and individual employee work experience, education and performance. Some of our employees participate in our short-term and/or long-term incentive program connecting payouts to achievement of key financial and other metrics and the employee’s contribution to those results.

We also provide competitive benefits programs in line with local market practice. We regularly review our benefits packages globally, especially in light of changing employees’ expectations as a result of the COVID-19 pandemic and the entrance of Generation Z to our workforce. During 2021 we supported more work from home opportunities, and we rolled out a Flex Work Policy to accommodate employees after pandemic measures are lifted. Additionally, we offer a global Employee Assistance Program to assist with our employee’s well-being.

We carefully monitor the voluntary attrition of our employees. In 2021, the annualized voluntary attrition rate was 9%. This is higher than last year but remains within our expectations. We believe 2020 was lower than our historical rates, in part due to the COVID-19 pandemic, which we believe initially led to fewer employees leaving their jobs.

Employee Health & Safety

We are committed to protecting the health and safety of our employees, and safety is one of our Absolutes. Our Absolutes, which are Safety, Controls and Ethics, are the three imperatives underlying everything we do at CIRCOR. Our culture of safety includes an ongoing training program, stand downs when injury events occur and encouraging our employees to speak up if they see a safety hazard. In 2021, we instituted a Safety Action Plan to reinforce the fundamentals of safety and focus on leading indicators.

In addition to common lagging indicators used to track employee safety, such as injuries, we look to leading indicators, such as safety observations and near-misses, integrated with established problem-solving methodologies to resolve issues that endanger worker safety. In 2021, our Total Recordable Incident Rate (TRIR) was 0.83 and our Lost Time Incident Rate (LTIR) was 0.48. While these numbers are higher than our 2020 TRIR of 0.76 and LTIR of 0.32, nominal recordable incidents were flat and lost time incidents were up slightly year over year, with the ratios driven higher by a lower number of total hours worked across the organization. Additionally, 53% of our manufacturing sites had zero recordable incidents in 2021. We also had no work-related fatalities or incidents of occupational diseases. We aim to improve our safety numbers with continued training, regularly communicating our safety initiatives, and empowering our employees with measures including our Proactive Observation Program and Stop Work Authority.

We continue to strive to ensure the health, safety and general well-being of our teams. Actions we have taken in response to the COVID-19 pandemic, include the following:

Encouraging those who are sick to stay home and continuing to use work-from-home where necessary to minimize potential outbreaks;
Encouraging vaccination, and fully covering the cost of COVID-19 vaccinations
Increasing cleaning protocols across all locations;
Providing additional personal protective equipment and cleaning supplies;
Implementing protocols to address actual and suspected COVID-19 cases and potential exposure;
Utilization of masks to be worn as recommended by local law; and
Expanding our Employee Assistance Program to all of our employees worldwide.

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Diversity & Inclusion (“D&I”)

CIRCOR is committed to cultivating a workplace that makes diversity, equity, inclusion and transparency priorities in everything we do. In furtherance of that commitment, we have established active D&I initiatives in the areas of talent acquisition, talent development, total rewards, employee engagement and communications, which impact employees at all levels of the organization. In addition, we have a D&I Program Manager and Senior Executive Sponsor, who are driving our D&I initiatives and goals. Our primary goal is to increase gender and racial and ethnic representation throughout the organization, including senior management, and our initiatives are focused on that goal.
D&I achievements in 2021 included the following:

Utilized metrics to understand penetration of activities and impact on creating diversity in the workplace;
Included D&I review in periodic Talent Reviews with sites, including focus on Emerging Female Talent;
Launched our second Employee Resource Group in late 2020, Pride & Allies @ CIRCOR;
Continued employee communications on D&I topics and initiatives;
Provided formal training on D&I to over 2,600 employees; and
Provided formal training on Unconscious Bias to approximately 1,500 employees.

Restatement of Previously Issued Consolidated Financial Statements

On March 13, 2022, we reached a determination that our previously issued consolidated financial statements and related disclosures for (i) the years ended December 31, 2018, December 31, 2019 and December 31, 2020 included in our worldwide operations directly employed approximately 4,400 people.Annual Reports on Form 10-K, (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 should no longer be relied upon because of certain misstatements contained in those consolidated financial statements. We have 96 employeesdiscussed the matters with Ernst & Young LLP, our independent registered public accounting firm for the fiscal year 2020 through the current fiscal year and with PricewaterhouseCoopers LLP, our independent registered public accounting firm for fiscal year 2019 and prior fiscal periods, and determined to restate our audited consolidated financial statements for the years ended December 31, 2020 and December 31, 2019, and our interim financial statements for the first, second, and third quarters of 2021 and 2020. The misstatements are described in North America who are covered by two collective bargaining agreements. We also havegreater detail in Notes 2 and 23 of the following employees covered by governmental regulations or workers' councils:Notes to the Consolidated Financial Statements included in Part II, Item 8, Financial Statements and Supplementary Data, within this Annual Report on Form 10-K.

Germany - 1107 employees
France - 150 employees
Mexico - 108 employees
Italy - 85 employees
UK - 40 employees
Norway - 33 employees
Sweden - 10 employees

We believe that our employee relations are good at this time.


Available Information


We file reports on Form 10-Q with the Securities and Exchange Commission ("SEC")SEC on a quarterly basis, additional reports on Form 8-K from time to time, and an annual report on Form 10-K on an annual basis. These and other reports filed by us, or furnished by us, to the SEC in accordance with section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge from the SEC on its website at http://www.sec.gov. Additionally, our Form 10-Q, Form 8-K, Form 10-K and amendments to those reports are available without charge, as soon as reasonably practicable after they have been filed with, or furnished to, the SEC, on our Investor Relations website at http://investors.CIRCOR.com. The information on our website is not part of, or incorporated by reference in, this Annual Report.




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Item 1A.    Risk Factors

Set forth below are certain risk factors that we believe are material to our stockholders. If anyThe risks described in these risk factors, some of the following risks occur,which we have actually experienced, could harm our business, financial condition, cash flows, results of operations and reputation could be harmed.reputation. You should also consider these risk factors when you read “forward-looking statements” elsewhere in this report. You can identify forward-looking statements by terms such as “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of those terms or other comparable terminology. Forward-looking statements are only predictions and can be adversely affected ifby any of the following risks occur:risks:

Some of
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Risks related to our end-markets are cyclical, which cause us to experience fluctuations in revenues or operating results.Material Weaknesses and Restatements

We have experienced,identified material weaknesses in our internal control over financial reporting and those weaknesses have led to a conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2021. Our inability to remediate the material weaknesses, our discovery of additional weaknesses, and our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, could adversely affect our results of operations, our stock price and investor confidence in our company.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and report on the effectiveness of their internal control over financial reporting. In addition, we engaged our independent registered public accounting firm to report on its evaluation of those controls. As disclosed in more detail under Item 9A, “Controls and Procedures” below, we have identified three material weaknesses as of December 31, 2021 in our internal control over financial reporting resulting from (i) a lack of effective review controls to mitigate the risks of material misstatements within significant accounts of smaller reporting locations, (ii) a lack of design and effective controls to monitor at the corporate level significant balances recorded within the trial balances of smaller reporting locations, and (iii) a lack of design and effective controls over the preparation, review and approval of cash account reconciliations and direct access to bank accounts in smaller reporting locations. Due to the material weaknesses in our internal control over financial reporting, we have also concluded our disclosure controls and procedures were not effective as of December 31, 2021.

Failure to have effective internal control over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and has led and could again lead to a restatement of our financial statements. For example, the identified material weaknesses resulted in material adjustments to the consolidated financial statements for the years ending December 31, 2020 and 2019, and interim and year to date periods through the nine months ended October 3, 2021. If, as a result of the ineffectiveness of our internal control over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

Our management has taken action to begin remediating the material weaknesses; however, certain remedial actions have not started or have only recently been undertaken, and while we expect to continue to experience, fluctuationsimplement our remediation plans throughout the fiscal year ending December 31, 2022, we cannot be certain as to when remediation will be fully completed. Additional details regarding the initial remediation efforts are disclosed in revenuesmore detail in Part II, Item 9A, “Controls and operating results dueProcedures” below. In addition, we could in the future identify additional internal control deficiencies that could rise to economicthe level of a material weakness or uncover other errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and business cycles. Results of operations for any particular period are not necessarily indicative of the results of the operations for any future period. We sellmay be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our products principally to aerospace, military, commercial aircraft, Oil & Gas exploration, transmission and refining, power generation, chemical processing and maritime markets. Although we serveinternal control over financial reporting will be effective as a variety of markets to reduce dependency on any one, a significant downturn in any oneresult of these markets could cause aefforts or that any such future deficiencies identified may not be material reductionweaknesses that would be required to be reported in our revenues that could be difficult to offset.future periods. In addition, decreased market demand typicallywe cannot assure you that our independent registered public accounting firm will be able to attest that such internal controls are effective when they are required to do so.

If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, in excess manufacturing capacity among our competitors which in turn, results in pricing pressure. As a consequence, a significant downturn in our markets cancould result in lower revenues and profit margins.

In particular,inaccurate or additional late reporting of our Energy businesses are cyclical in nature as the worldwide demand for oil and gas fluctuates. Energy sector activity can fluctuate significantly in a short period of time, particularly in the United States, North Sea, the Middle East, Brazil and Australia, amongst other regions. When worldwide demand for oil and gas is depressed, the demand for our products used in maintenance and repair of existing oil and gas applications,financial results, as well as explorationdelays or new oilthe inability to meet our future reporting obligations or to comply with SEC rules and gas project applications, is reduced. A declineregulations. This could result in oil price will have a similar impact onclaims or proceedings against us, including by shareholders or the demand forSEC.The defense of any such claims could cause the diversion of the Company’s attention and resources and could cause us to incur significant legal and other expenses even if the matters are resolved in our products, particularly in markets, such as North America, where the cost of oil production is relatively higher. Demand forfavor.

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Risks Related to our productsMarkets and services depends on a number of factors, including the number of oil & gas wells being drilled, the maintenance and condition of industry assets, the volume of exploration and production activities and the capital expenditures of asset owners and maintenance companies. The willingness of asset owners and operators to make capital expenditures to produce and explore for sources of energy will continue to be influenced by numerous factors over which we have no control, including:Industry
the current and anticipated future prices for energy sources, including oil and natural gas, solar, wind and nuclear;
level of excess production capacity;
cost of exploring for and producing energy sources;
worldwide economic activity and associated demand for energy sources;
availability and access to potential hydrocarbon resources;
national government political priorities;
development of alternate energy sources; and
environmental regulations.

As a result, we historically have generated lower revenues and profits in periods of declining demand or prices for crude oil and natural gas. Any future downward pricing pressure on crude oil could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

We face significant competition and, if we are not able to respond, our revenues may decrease.

We operate in a highly competitive environment in each of the markets we serve, and we face significant competition from a variety of competitors in each of our markets. Some of our competitors have substantially greater financial, marketing, personnel and other resources than we do. New competitors also could enter our markets.segments from numerous competitors. We consider product innovation, product quality, performance, customer service, on-time delivery, price, distribution capabilities and breadth of product offerings to be the primary competitive factors in our markets. Our competitors may be able to offer more attractive pricing, duplicate our strategies, or develop enhancements to products that could offer performance features that are superior to our products. Competitive pressures, including those described above, and other factors could adversely affect our competitive position, resulting in a loss of market share or decreases in prices, either of which could have a material adverse effect on our business, financial condition, cash flows or results of operations. In addition, some of our competitors are based in foreign countries and have cost structures and prices based on foreign currencies.


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The majority of our transactions are denominated in either U.S. dollar or Euro currency. Accordingly, currency fluctuations could cause our U.S. dollar and/or Euro priced products to be less competitive than our competitors’ products that are priced in other currencies.


We, along with our customers and vendors, face the uncertainty in the public and private credit markets and in general economic conditions in the United States and around the world.

In recent years there has been at times disruption and general slowdown of the public and private capital and credit markets in the United States and around the world. Such conditions can adversely affect our revenue, results of operations and overall financial growth. Our business can be affected by a number of factors that are beyond our control such as general geopolitical, economic and business conditions and conditions in the financial services market, which each could materially impact our business, financial condition, cash flows and results of operations. Additionally, many lenders and institutional investors, at times, have reduced funding to borrowers, including other financial institutions. A constriction on future lending by banks or investors could result in higher interest rates on future debt obligations, restrict our ability to obtain sufficient financing to meet our long-term operational and capital needs or limit our ability in the future to consummate strategic acquisitions. Any uncertainty in the credit markets could also negatively impact the ability of our customers and vendors to finance their operations which, in turn, could result in a decline in our sales and in our ability to obtain necessary raw materials and components, thus potentially having an adverse effect on our business, financial condition, cash flows or results of operations.

Implementation of our acquisition strategy may not be successful, which could affect our ability to increase our revenues, reduce our profitability or lead to significant impairment charges.
One of our strategies has been and is to increase our revenues and expand our markets through acquisitions that will provide us with complementary products. We expect to face competition for acquisition candidates that may limit the number of acquisition opportunities available to us and may result in higher acquisition prices. In addition, our announcement in March 2022 that our Board is reviewing strategic alternatives available to the Company may impact our ability to complete acquisitions. We cannot be certain that we will be able to identify, acquire or profitably manage additional acquired companies or successfully integrate such additional acquired companies without substantial costs, delays or other problems. Acquisitions may also involve a number of special risks, including: adverse effects on our reported operating results; use of cash; diversion of management’s attention; loss of key personnel at acquired companies; or unanticipated management or operational problems or legal liabilities.

Moreover, there can be no assurance that companies we have previously acquired or that we may acquire in the future ultimately will achieve the revenues, profitability or cash flows, or generate the synergies upon which we justify our investment in them; as a result, any such under-performing acquisitions could result in impairment charges which would adversely affect our results of operations. The acquired assets of businesses include goodwill and indefinite-lived intangible assets that are required to be tested for impairment at least annually or more frequently if impairment indicators are present. Events or changes that could indicate that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable include reduced future cash flow estimates, slower growth rates in industry segments in which we participate and a decline in our stock price and market capitalization. In addition, any prolonged material disruption of our employees, distributors, suppliers or customers, whether due to COVID-19 or otherwise, would negatively impact our global sales and operating results and could lead to impairments and other valuation allowances.

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Risks Related to our Operations

If we cannot continue operating our manufacturing facilities at current or higher levels, our results of operations could be adversely affected.

We operate a number of manufacturing facilities for the production of our products. The equipment and management systems necessary for such operations may break down, perform poorly or fail, resulting in fluctuations in manufacturing efficiencies. Such fluctuations may affect our ability to deliver products to our customers on a timely basis, which could have a material adverse effect on our business, financial condition, cash flows or results of operations. We haveare working to continuously enhancedenhance and improved Leanimprove lean manufacturing techniques as part of the CIRCOR Operating System.COS. We believe that this process produces meaningful reductions in manufacturing costs. However, continuous improvement of these techniques may cause short-term inefficiencies in production. If we ultimately are unable tonot successful in continuously improveimproving our processes, our results of operations may suffer.


Our acquisitionFurther, a catastrophic event could result in the loss of the fluid handlinguse of all or a portion of one of our manufacturing facilities. Although we carry property and business of Colfax Corporation (FH) and the integration of its business, operations and employees withinterruption insurance, our own may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost savings of the acquisitioncoverage may not be fully realized,adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on our business, financial condition and operating results.

If we cannot pass on higher raw material or manufacturing costs to our customers, we may become less profitable.

One of the ways we attempt to manage the risk of higher raw material and manufacturing costs is to increase selling prices to our customers. The markets we serve are extremely competitive and customers may not accept price increases or may look to alternative suppliers, which may negatively impact our profitability and revenues.

The inability of our suppliers to provide us with adequate quantities of materials to meet our customers’ demands on a timely basis has had, and may continue to have, an adverse effect on our business; in addition, if the quality of the materials provided does not meet our standards, we may lose customers or experience lower profitability.

Some of our customer contracts require us to compensate those customers if we do not meet specified delivery obligations. We rely on numerous suppliers to provide us with our required materials and in many instances these materials must meet certain specifications. In addition, we continue to increase our dependence on lower cost foreign sources of raw materials, components, and, in some cases, completed products. While we actively manage our supply chain, having a geographically diverse supply base inherently poses significant logistical challenges, and we could experience diminished supplier performance resulting in longer than expected lead times and/or product quality issues. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods and other climatic events, could disrupt our supply chain, and cause our suppliers to incur significant costs in preparing for or responding to these effects. These or other meteorological changes could lead to increased costs. The occurrence of such factors could have a negative impact on our ability to deliver products to customers within our committed time frames and could adversely impact our results of operations, financial condition and cash flows.

For example, during the second half of 2021, the COVID-19 pandemic, as well as labor shortages and logistics constraints, contributed to supply chain shortages and negatively impacted our results of operations as we faced unexpected difficulties obtaining raw material, castings, and components across CIRCOR. In the near term, we anticipate continued greater than usual uncertainty as a result of global supply chain challenges and that shortages of components and raw materials may continue to negatively impact the operation of our business.

If we experience delays in introducing new products or if our existing or new products do not achieve or maintain market acceptance, our revenues may decrease.

Our industries are characterized by: intense competition; changes in end-user requirements; technically complex products; and evolving product offerings and introductions.

We believe our future success depends, in part, on our ability to anticipate or adapt to these factors and to offer, on a timely basis, mission-critical products that meet customer demands. Failure to develop new and innovative products or to custom design existing products could result in the loss of existing customers to competitors or the inability to attract new business, either of which may adversely affect our revenues. The development of new or enhanced products is a complex and uncertain process requiring the anticipation of technological and market trends. We may experience design, manufacturing, marketing or
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other difficulties, such as an inability to attract a sufficient number of qualified engineers, which could adversely impactdelay or prevent our development, introduction or marketing of new products or enhancements and result in unexpected expenses.

If we fail to manufacture and deliver high quality products in accordance with industry standards, we will lose customers.

Product quality and performance are a priority for our customers since many of our product applications involve caustic or volatile chemicals and, in many cases, involve processes that require precise control of fluids. Our products are used in the aerospace, military, commercial aircraft, analytical equipment, oil & gas refining, power generation, chemical processing and maritime industries. These industries require products that meet stringent performance and safety standards, such as the standards of the International Organization for Standardization, Underwriters’ Laboratory, American National Standards Institute, American Society of Mechanical Engineers and the European Pressure Equipment Directive. If we fail to maintain and enforce quality control and testing procedures, our products will not meet these stringent performance and safety standards that are required by many of our customers. Non-compliance with the standards could result in a loss of current customers and damage our ability to attract new customers, which could have a material adverse effect on our business, financial condition, cash flows or results of operations.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business, financial condition, cash flows and results of operations.


We completedrely on information technology networks and systems, including systems of third parties and the acquisitionInternet, to process, transmit and store electronic information, and manage or support a variety of FHbusiness processes, including operational and financial transactions and records, personal identifying information, payroll data and workforce scheduling information. We purchase some of our information technology from vendors, on December 11, 2017. The successwhom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage of Company and customer information. Although we have taken steps to protect the acquisition, including the achievementsecurity of anticipated benefits and cost savings of the acquisition, is subject to a number of uncertainties and will depend, in part, on our ability to successfully combine and integrate FH's business into our business in an efficient and effective manner. Potential difficulties that we may encounter in the integration process include the following:

the inability to successfully integrate FH's business into our own in a manner that permits us to achieve the cost savings and operating synergies anticipated to result from the acquisition, which could result in the anticipated benefits of the acquisition not being realized partly or wholly in the time frame currently anticipated or at all;
loss of key management and technical personnel;
integrating personnel, ITinformation systems and corporate, finance and administrative infrastructures of FH into our company while maintaining focus on providing consistent, high quality products and services;
coordinating and integrating our internal operations, compensation programs, policies and procedures, and corporate structures;
potential unknown liabilities and unforeseen or increased costs and expenses;
the data maintained in those systems, no such measures can eliminate the possibility of faulty assumptions underlying expectations regarding potential synergiesthe systems' improper functioning or the improper access or disclosure of confidential or personally identifiable information such as in the event of cyber-attacks. Security breaches, whether through physical or electronic break-ins, computer viruses, ransomware, impersonation of authorized users, attacks by hackers or other means, can create system disruptions or shutdowns or the unauthorized disclosure of confidential information. Additionally, outside parties frequently attempt to fraudulently induce employees, suppliers or customers to disclose sensitive information or take other actions, including making fraudulent payments or downloading malware, by using “spoofing” and “phishing” emails or other types of attacks. Our employees have been and likely will continue to be targeted by such fraudulent activities. Outside parties may also subject us to distributed denial of services attacks or introduce viruses or other malware through “trojan horse” programs to our users’ computers in order to gain access to our systems and the integration process;data stored therein. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and continuously become more sophisticated, often are not recognized until launched against a target and may be difficult to detect for a long time, we may be unable to anticipate these techniques or to implement adequate preventive or detective measures.

When Company, personal or otherwise protected information is improperly accessed, tampered with or distributed, we face significant financial exposure, including incurring significant acquisition-related costs and expenses;
performance shortfalls as a result ofto remediate possible injury to the diversion of management’s attention caused by integrating operations; and
servicing the substantial debt that we have incurred in connection with the acquisition.

Any of these factors could result in us failing to realize the anticipated benefits of the acquisition, on the expected timeline or at all, and could adversely impact our business, financial condition, cash flows and results of operations.

Implementation of our acquisition strategy may not be successful, which could affect our ability to increase our revenues or could reduce our profitability.
One of our strategies is to increase our revenues and expand our markets through acquisitions that will provide us with complementary products and access to additional geographic markets. We expect to spend significant time and effort expanding our existing businesses and identifying, completing and integrating acquisitions. We expect to face competition for acquisition candidates that may limit the number of acquisition opportunities available to us and may result in higher acquisition prices. We cannot be certain that we will be able to identify, acquire or profitably manage additional companies or successfully integrate such additional companies without substantial costs, delays or other problems. Also, there can be no assurance that companies we acquire ultimately will achieve the revenues, profitability or cash flows, or generate the synergies upon which we justify our investment in them; as a result, any such under-performing acquisitions could result in impairment charges which would adversely affect our results of operations. In addition, acquisitions may involve a number of special risks, including: adverse effects on our reported operating results; use of cash; diversion of management’s attention; loss of key personnel at acquired companies; or unanticipated management or operational problems or legal liabilities.


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Implementation of our divestiture, restructuring, or simplification strategies may not be successful, which could affect our ability to increase our revenues or could reduce our profitability.

We continually review our current business and products to attempt to maximize our performance.affected parties. We may in the future deem it appropriatealso be subject to pursue the divestiture of additional product linessanctions and civil or businesses as conditions dictate. Any divestiture may result in a dilutive impact to our future earningscriminal penalties if we are unablefound to offsetbe in violation of the dilutive impacts fromprivacy or security rules under federal, state, or international laws protecting confidential information. Any failure to maintain proper functionality and security of our information systems could results in the loss of revenuetrade secrets or other proprietary or competitively sensitive information, compromise personally identifiable information regarding customers or employees, interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties. The costs associated with maintaining robust information security mechanisms and controls are also increasing and are likely to increase further in the divested assets or businesses, as well as significant write-offs, including those relatedfuture. We continuously seek to goodwillmaintain a robust program of information security and other intangible assets, whichcontrols, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows.

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Terrorist activity, acts of war, and/or political instability around the world could cause economic conditions to deteriorate and adversely impact our businesses.

In the past, terrorist attacks have negatively impacted general economic, market and political conditions. Terrorist acts, acts of war or political instability (wherever located around the world) could cause damage or disruption to our business, our facilities or our employees which could significantly impact our business, financial condition or results of operations. The potential for future terrorist attacks, the national and international responses to terrorist attacks, political instability, and other acts of war or hostility, have created many economic and political uncertainties, which could adversely affect our business and results of operations in ways that cannot presently be predicted. U.S. Government imposed sanctions and export restrictions on certain businesses in Russia as a result of its actions in Ukraine could cause us to experience adverse effects with respect to certain business partners or customers, including inability to ship, or collect payments for, completed orders. In addition, with manufacturing facilities located worldwide, including facilities located in North America, Western Europe, Morocco, and India, we may be impacted by terrorist actions not only against the United States but in other parts of the world as well. In some cases, we are not insured for losses and interruptions caused by terrorist acts and acts of war.

The impact of the COVID-19 pandemic has adversely impacted, and continues to pose risks to, our business, results of operations and financial condition. A successful divestiture depends

The situation relating to the COVID-19 pandemic and its potential effects on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to any purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to retain, reduce fixed costs previously associated with the divested assets or business and collectfinancial results remains dynamic. The broader implications for our business and results of operations remain uncertain and will depend on many factors outside our control, including, without limitation, the proceeds from any divestitures. In addition, if customerstiming, extent, trajectory and duration of the divested business do not receivepandemic, the same leveldevelopment, availability and effectiveness of service fromtreatments and vaccines, the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. Allimposition of these efforts require varying levels of management resources, which may divert our attention from other business operations.

A focus of our Company is to simplify the way we are organizedprotective public safety measures, and the numberimpact of facilities we manage. We believe that such focus will reduce overhead structure, enhance operational synergies,the pandemic on the global economy and result in improved operating marginsenterprise and customer service. Nevertheless, we may not achieve expected cost savings from restructuringconsumer behaviors. If these and simplification activitiesother effects of the COVID-19 pandemic, including its effect on broader economies, financial markets and actual charges, costs and adjustments due to such activities may vary materially fromoverall demand environment for our estimates. Our ability to realize anticipated cost savings, synergies, margin improvement, and revenue enhancements may be affected byproducts, continue or worsen, it could have a number of factors, including the following: our ability to effectively eliminate duplicative overhead, rationalize manufacturing capacity, synchronize information technology systems, consolidate warehousing and distribution facilities and shift production to more economical facilities; significant cash and non-cash integration and implementation costs or charges in order to achieve those cost savings, which could offset any such savings; and our ability to avoid labor disruption in connection with integration efforts or divestitures.

If we do not realize the expected benefits or synergies of any divestiture, restructuring, or simplification activities,material adverse effect on our business, financial condition, cash flows and results of operations, could be negatively impacted.or cash flows.


The COVID-19 pandemic has and may further increase the likelihood and severity of other risks discussed in this “Risk Factors” section, including but not limited to risks related to competition, development of the market for and demand for our products, delays in the development and production of our products, availability and cost of raw materials required to produce our products and other supply chain disruptions, labor shortages reliance on third parties, our international scale, our exposure to currency exchange rate fluctuations and the credit risks of our customers and resellers, and volatility in the capital markets.

Risks Related to our International Operations

If we are unable to continue operating successfully overseas or to successfully expand into new international markets, our revenues may decrease.

We derive a significant portion of our revenue from sales outside the United States. In addition, one of our key growth strategies is to sell our products in international markets not significantly served by us in portions of Europe, Latin America and Asia. We market our products and services outside of the United States through direct sales, distributors, and technically trained commissioned representatives. We may not succeed in our efforts to further penetrate these markets. Moreover, conducting business outside the United States is subject to additional risks, including currency exchange rate fluctuations; changes or instability in regional, political or economic conditions, outbreak of war or expansion of hostilities, trade protection measures such as tariffs or import or export restrictions; and complex, varying and changing government regulations and legal standards and requirements, particularly with respect to price protection, competition practices, export control regulations and restrictions, customs and tax requirements, immigration, anti-boycott regulations, data privacy, intellectual property, anti-corruption and environmental compliance, including U.S. customs and export regulations and restrictions and the Foreign Corrupt Practices Act,Act. Additionally, the U.S. Government continues to impose and/or consider imposing sanctions on certain businesses and persons in Russia. We continue to monitor and evaluate additional sanctions and export restrictions that may be imposed by the U.S. Government and any responses from Russia that could directly affect our supply chain, or our ability to continue delivering products to or receiving payments from our business partners or customers, including customers who may decide to completely withhold contract payments owed to us. The occurrence of any of these factors could materially and adversely affect our operations.


If we cannot pass on higher raw material or manufacturing costs to our customers, we may become less profitable.

One of the ways we attempt to manage the risk of higher raw material and manufacturing costs is to increase selling prices to our customers. The markets we serve are extremely competitive and customers may not accept price increases or may look to alternative suppliers, which may negatively impact our profitability and revenues.

If our suppliers cannot provide us with adequate quantities of materials to meet our customers’ demands on a timely basis or if the quality of the materials provided does not meet our standards, we may lose customers or experience lower profitability.
Some of our customer contracts require us to compensate those customers if we do not meet specified delivery obligations. We rely on numerous suppliers to provide us with our required materials and in many instances these materials must meet certain specifications. In addition, we continue to increase our dependence on lower cost foreign sources of raw materials, components, and, in some cases, completed products. Managing a geographically diverse supply base inherently poses significant logistical


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challenges. While we believe that we also have improved our ability to effectively manage a global supply base, a risk nevertheless exists that we could experience diminished supplier performance resulting in longer than expected lead times and/or product quality issues. The occurrence of such factors could have a negative impact on our ability to deliver products to customers within our committed time frames and could adversely impact our results of operations, financial conditions and cash flows.

Our international activities expose us to fluctuations in currency exchange rates that could adversely affect our results of operations and cash flows.

Our international manufacturing and sales activities expose us to changes in foreign currency exchange rates. Our major foreign currency exposures involve the markets in Western Europe and Canada.Asia. Fluctuations in foreign currency exchange rates could result in our (i) paying higher prices for certain imported goods and services, (ii) realizing lower prices for any sales denominated in currencies other than U.S. dollars, (iii) realizing lower net income, on a U.S. dollar basis, from our international operations due to the effects of translation from weakened functional currencies, and (iv) realizing higher costs to settle transactions denominated in other currencies. Any of these risks could adversely affect our results of operations and cash flows. Our major foreign currency exposures involve the markets in Western Europe and Canada.

We may use forward contractsderivatives to help manage the currency risk related to certain business transactions denominated in foreign currencies. We primarily utilize forward exchange contracts with maturities of less than eighteen months. To the extent these transactions are completed, the contracts minimize our risk from exchange rate fluctuations because they offset gains and losses on the related foreign currency denominated transactions.derivatives. However, there can be no assurances that we will be able to effectively utilize these forward exchange contracts in the future to offset significant risk related to fluctuations in currency exchange rates. In addition, there can be no assurances that counterparties to such contracts will perform their contractual obligations to us in order for us to realize the anticipated benefits of the contracts.

IfA change in international governmental policies or restrictions could result in decreased availability and increased costs for certain components and finished products that we experience delayspurchase from sources in introducing newforeign countries, which could adversely affect our profitability.

Like most manufacturers of flow control products, we attempt, where appropriate, to reduce costs by seeking lower cost sources of certain components and finished products. Many such sources are located in developing countries such as India and China, where a change in governmental approach toward U.S. trade could restrict the availability to us of such sources. In addition, periods of war or ifother international tension and global health pandemics could interfere with international freight operations and hinder our existingability to purchase such components and products. A decrease in the availability of these items could hinder our ability to timely meet our customers’ orders. We attempt, when possible, to maintain alternate sources for these components and products and the capability to produce such items in our own manufacturing facilities. However, the cost of obtaining such items from alternate sources or new products do not achieve or maintain market acceptance,producing them ourselves is often considerably greater, and a shift toward such higher cost production could therefore adversely affect our revenues may decrease.profitability.

Risks Related to our Business Strategy

Our industries are characterized by: intense competition; changes in end-user requirements; technically complex products;ability to execute our strategy is dependent upon our ability to attract, train and evolving product offerings and introductions.retain qualified personnel.

We believe our futureOur continued success depends, in part, on our ability to anticipate or adaptidentify, attract, motivate, train and retain qualified personnel in key functions and geographic areas, including the members of our senior management team. In particular, we are dependent on our ability to these factorsrecruit and retain qualified engineers with the requisite education, background and industry experience to offer, on a timely basis, products that meet customer demands. assist in the development, enhancement, introduction and manufacture of our products.

Failure to develop newattract, train and innovative products or to custom design existing products couldretain qualified personnel, whether as a result in the loss of existing customers to competitors or the inability to attract new business, either of which may adversely affect our revenues. The development of new or enhanced products is a complex and uncertain process requiring the anticipation of technological and market trends. We may experience design, manufacturing, marketing or other difficulties, such as an inability to attract a sufficientinsufficient number of qualified engineers, whichcandidates or the allocation of inadequate resources to training, integration and retention, could delay or preventimpair our development, introduction or marketing of new products or enhancementsability to execute our business strategy and result in unexpected expenses.

If we failcould have an adverse effect on our business prospects. Our success also depends to manufacture and deliver high quality products in accordance with industry standards, we may lose customers.

Product quality and performance are a priority for our customers since many of our product applications involve caustic or volatile chemicals and, in many cases, involve processes that require precise control of fluids. Our products are used in the aerospace, military, commercial aircraft, analytical equipment, Oil & Gas exploration, transmission and refining, power generation, chemical processing and maritime industries. These industries require products that meet stringent performance and safety standards, such as the standards of the American Petroleum Institute, International Organization for Standardization, Underwriters’ Laboratory, American National Standards Institute, American Society of Mechanical Engineers and the European Pressure Equipment Directive. If we fail to maintain and enforce quality control and testing procedures, our products will not meet these stringent performance and safety standards which are required by many of our customers. Non-compliance with the standards could result in a loss of current customers and damagelarge extent upon our ability to attract new customers, whichand retain key executives. The loss of the services of one or more of these key employees could have an adverse effect, at least in the short to medium term, on significant aspects of our business, including the ability to manage our business effectively and the successful execution of our strategies. If certain of these employees decide to leave us, we could incur disruptions to the completion of certain initiatives and we could incur significant costs in hiring, training, developing and retaining their replacements.

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Recent changes in the Company’s executive management team may be disruptive to, or cause uncertainty in, our business, results of operations and the price of the Company’s common stock.

On December 10, 2021, Abhishek Khandelwal announced his resignation from his position as Chief Financial Officer of the Company effective December 31, 2021, and the Company’s Board of Directors appointed Arjun Sharma, Senior Vice President of Business Development as the Company’s interim Chief Financial Officer effective January 1, 2022. Subsequently, on January 19, 2022, Mr. Scott A. Buckhout stepped down from his position as Chief Executive Officer of the Company, effective immediately, and the Company’s Board of Directors promoted Aerospace & Defense Group President Tony S. Najjar to the position of Chief Operating Officer and appointed him as interim Chief Executive Officer effective immediately.These changes in the Company’s executive management team may be disruptive to, or cause uncertainty in, the Company’s business, and any additional changes to the executive management team could have a negative impact on the Company’s ability to manage and grow its business effectively. Any such disruption or uncertainty or difficulty in efficiently and effectively filling key roles could have a material adverse effectimpact on our business, financial condition, cash flows orthe Company’s results of operations.
We depend on our key personneloperations and the lossprice of their servicesthe Company’s common stock.

Our review of strategic alternatives may adversely affectnot result in the identification or completion of a transaction, or create additional value for our business.stockholders.

On March 14, 2022, the Company announced that the Board of Directors had initiated a review of potential strategic alternatives to enhance shareholder value. At this time it has not made any decisions as to any potential strategic alternatives. We believecannot make any assurance that the Board’s review will result in a transaction or other strategic change to the Company or its business, or that the outcome of the review will provide greater value to our success depends on our ability to hire new talent andstockholders than the continued employmentcurrent price of our senior management teamcommon stock.

Risks Related to Legal, Regulatory and other key personnel. If one or more members of our senior management team or other key personnel were unable or unwilling to continue in their present positions, our business could be seriously harmed. In addition, if any of our key personnel joins a competitor or forms a competing company, some of our customers might choose to use the services of that competitor orCompliance Matters

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those of a new company instead of our own. Other companies seeking to develop capabilities and products similar to ours may hire away some of our key personnel. If we are unable to maintain our key personnel and attract new employees, the execution of our business strategy may be hindered and our growth limited.

We face risks from product liability lawsuits that may adversely affect our business.

We, like other manufacturers, face an inherent risk of exposure to product liability claims in the event that the use of our products results in personal injury, property damage or business interruption to our customers. We may be subjected to various product liability claims, including, among others, asbestos-related claims, claims that our products include inadequate or improper instructions for use or installation, or inadequate warnings concerning the effects of the failure of our products. Although we maintain quality controls and procedures, including the testing of raw materials and safety testing of selected finished products, we cannot be certain that our products will be free from defect. In addition, in certain cases, we rely on third-party manufacturers for our products or components of our products. Although we have liability insurance coverage, we cannot be certain that this insurance coverage will continue to be available to us at a reasonable cost or, if available, will be adequate to cover any such liabilities. For example, liability insurance typically does not afford coverage for a design or manufacturing defect unless such defect results in injury to person or property. We generally attempt to contractually limit liability to our customers to risks that are insurable but are not always successful in doing so. Similarly, we generally seek to obtain contractual indemnification from our third-party suppliers, and for us to be added as an additional insured party under such parties’ insurance policies. Any such indemnification or insurance is limited by its terms and, as a practical matter, is limited to the credit worthiness of the indemnifying or insuring party. In the event that we do not have adequate insurance or contractual indemnification, product liabilities could have a material adverse effect on our business, financial condition, cash flows or results of operations.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business, financial condition, cash flows and results of operations.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and manage or support a variety of business processes, including operational and financial transactions and records, personal identifying information, payroll data and workforce scheduling information. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage of company and customer information. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, no such measures can eliminate the possibility of the systems' improper functioning or the improper access or disclosure of confidential or personally identifiable information such as in the event of cyber-attacks. Security breaches, whether through physical or electronic break-ins, computer viruses, ransomware, impersonation of authorized users, attacks by hackers or other means, can create system disruptions or shutdowns or the unauthorized disclosure of confidential information. Additionally, outside parties frequently attempt to fraudulently induce employees, suppliers or customers to disclose sensitive information or take other actions, including making fraudulent payments or downloading malware, by using “spoofing” and “phishing” emails or other types of attacks. Our employees have been and likely will continue to be targeted by such fraudulent activities. Outside parties may also subject us to distributed denial of services attacks or introduce viruses or other malware through “trojan horse” programs to our users’ computers in order to gain access to our systems and the data stored therein. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and continuously become more sophisticated, often are not recognized until launched against a target and may be difficult to detect for a long time, we may be unable to anticipate these techniques or to implement adequate preventive or detective measures.

If company, personal or otherwise protected information is improperly accessed, tampered with or distributed, we may face significant financial exposure, including incurring significant costs to remediate possible injury to the affected parties. We may also be subject to sanctions and civil or criminal penalties if we are found to be in violation of the privacy or security rules under federal, state, or international laws protecting confidential information. Any failure to maintain proper functionality and security of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a material adverse effect on our business, financial condition, cash flows and results of operations.

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The trading price of our common stock continues to be volatile and investors in our common stock may experience substantial losses.
The trading price of our common stock may be, and, in the past, has been volatile. Our common stock could decline or fluctuate in response to a variety of factors, including, but not limited to: our failure to meet our performance estimates or performance estimates of securities analysts; changes in financial estimates of our revenues and operating results or buy/sell recommendations by securities analysts; the timing of announcements by us or our competitors concerning significant product line developments, contracts or acquisitions or publicity regarding actual or potential results or performance; fluctuation in our quarterly operating results caused by fluctuations in revenue and expenses; substantial sales of our common stock by our existing shareholders; general stock market conditions; and fluctuations in oil and gas prices or other economic or external factors. While we attempt in our public disclosures to provide forward-looking information in order to enable investors to anticipate our future performance, such information by its nature represents our good-faith forecasting efforts. In recent years, the unprecedented nature of oil prices, credit and financial crises and economic recessions, together with the uncertain depth and duration of these crises, has rendered such forecasting more difficult. As a result, our actual results have differed materially, and going forward could differ materially, from our forecasts, which could cause further volatility in the value of our common stock.

In recent years the stock market as a whole experienced dramatic price and volume fluctuations. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of their securities. This type of litigation could result in substantial costs and a diversion of management attention and resources.


The costs of complying with existing or future governmental regulations on importing and exporting practices and of curing any violations of these regulations, could increase our expenses, reduce our revenues or reduce our profitability.


We are subject to a variety of laws and international trade practices, including regulations issued by thecertain United States Bureau of Industrygovernmental agencies and Security,authorities in the Department of Homeland Security, the Department of State and the Department of Treasury.European Union. We cannot predict the nature, scope or effect of future regulatory requirements to which our international trading practices might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries into which certain of our products may be sold or could restrict our access to, and increase the cost of obtaining products from, foreign sources. We continue to monitor and evaluate additional sanctions and export restrictions that may be imposed by the U.S. Government with respect to Russia, and any responses from Russia, that could impact our business. Sanctions or restrictions could cause us to be unable to complete contractual commitments to end customers, cause our end customers to fail to compensate us for previously ordered or delivered products, or cause funds or products to be subjected to legal holds. The aggregate revenue from customers in Russia and Ukraine for each of the fiscal years ended 2021 and 2020 was less than 1% of consolidated net revenues, primarily related to our Downstream Oil & Gas business in the Industrial reporting segment. In addition, actual or alleged violations of such regulations could result in enforcement actions and/or financial penalties that could result in substantial costs.

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If we incur higher costs as a result of trade policies, treaties, government regulations or tariffs, we may become less profitable.


There is currently significant uncertainty about the future relationship between the United States and China, including with respect to trade policies, treaties, government regulations and tariffs. The currentpast U.S. presidential administration hashad called for substantial changes to U.S. foreign trade policy and hashad implemented greater restrictions on international trade and significant increaseschanges in tariffs on goods imported into the U.S. Under the current status,administration, we expect that tariff increases will primarily impact [our] Distributed Valves product lines.our Industrial segment. We are unable to predict whether or when additional tariffs will be imposed or the impact of any such future tariff increases.changes.

If we are unable to generate sufficient cash flow, we may not be able to service our debt obligations, including making payments on our outstanding term loan.

Our ability to make payments of principal and interest on our indebtedness when due, including the significant indebtedness that we incurred in connection with the acquisition of FH, depends upon our future performance, which will be subject to general economic conditions, industry cycles and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our outstanding debt, we may be required to, among other things:

seek additional financing in the debt or equity markets;
refinance or restructure all or a portion of our indebtedness;
divert funds that would otherwise be invested in our operations;
sell selected assets; or
reduce or delay planned capital expenditures or operating expenditures.


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Such measures might not be sufficient to enable us to service our debt, which could negatively impact our financial results. In addition, we may not be able to obtain any such financing, refinancing or complete a sale of assets on economically favorable terms. In the case of financing or refinancing, favorable interest rates will be dependent on the health of the debt capital markets.

Our significant existing indebtedness could also have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, reducing funds available for working capital, capital expenditures, acquisitions and other general corporate purposes or creating competitive disadvantages relative to other companies with lower debt levels.

Our credit agreement requires that we maintain certain ratios and limits our ability to make acquisitions, incur debt, pay dividends, make investments, sell assets or merge.
Our credit agreement, dated December 11, 2017, governs our indebtedness. This agreement includes provisions which place limitations on certain activities, including our ability to: issue; incur additional indebtedness; create any liens or encumbrances on our assets or make any guarantees; make certain investments; pay cash dividends above certain limits; or dispose of or sell assets or enter into a merger or a similar transaction. These restrictions may limit our ability to operate our business and may prohibit or limit our ability to execute our business strategy, compete, enhance our operations, take advantage of potential business opportunities as they arise or meet our capital needs. Furthermore, future debt instruments or other contracts could contain more restrictive financial or other covenants. The breach of any of these covenants by us or the failure by us to meet any of these conditions or requirements could result in a default under any or all of our indebtedness. If we are unable to service our indebtedness, our business, financial condition, cash flows and results of operations would be materially adversely affected.
Various restrictions and agreements could hinder a takeover of us which is not supported by our board of directors or which is leveraged.
Our amended and restated certificate of incorporation and amended and restated by-laws, as well as the Delaware General Corporation Law, contain provisions that could delay or prevent a change in control in a transaction that is not approved by our board of directors or that is on a leveraged basis or otherwise. These include provisions creating a staggered board, limiting the shareholders’ powers to remove directors, and prohibiting shareholders from calling a special meeting or taking action by written consent in lieu of a shareholders’ meeting. In addition, our board of directors has the authority, without further action by the shareholders, to set the terms of and to issue preferred stock. Issuing preferred stock could adversely affect the voting power of the owners of our common stock, including the loss of voting control to others.

Delaying or preventing a takeover could result in our shareholders ultimately receiving less for their shares by deterring potential bidders for our stock or assets.
A change in international governmental policies or restrictions could result in decreased availability and increased costs for certain components and finished products that we purchase from sources in foreign countries, which could adversely affect our profitability.
Like most manufacturers of flow control products, we attempt, where appropriate, to reduce costs by seeking lower cost sources of certain components and finished products. Many such sources are located in developing countries such as India and China, where a change in governmental approach toward U.S. trade could restrict the availability to us of such sources. In addition, periods of war or other international tension could interfere with international freight operations and hinder our ability to purchase such components and products. A decrease in the availability of these items could hinder our ability to timely meet our customers’ orders. We attempt, when possible, to mitigate this risk by maintaining alternate sources for these components and products and by maintaining the capability to produce such items in our own manufacturing facilities. However, even when we are able to mitigate this risk, the cost of obtaining such items from alternate sources or producing them ourselves is often considerably greater, and a shift toward such higher cost production could therefore adversely affect our profitability.
We, along with our customers and vendors, face the uncertainty in the public and private credit markets and in general economic conditions in the United States and around the world.
In recent years there has been at times disruption and general slowdown of the public and private capital and credit markets in the United States and around the world. Such conditions can adversely affect our revenue, results of operations and overall financial growth. Our business can be affected by a number of factors that are beyond our control such as general geopolitical, economic and business conditions and conditions in the financial services market, which each could materially impact our business, financial condition, cash flows and results of operations. Additionally, many lenders and institutional investors, at times, have reduced funding to borrowers, including other financial institutions. A constriction on future lending by banks or

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investors could result in higher interest rates on future debt obligations or could restrict our ability to obtain sufficient financing to meet our long-term operational and capital needs or could limit our ability in the future to consummate strategic acquisitions. Any uncertainty in the credit markets could also negatively impact the ability of our customers and vendors to finance their operations which, in turn, could result in a decline in our sales and in our ability to obtain necessary raw materials and components, thus potentially having an adverse effect on our business, financial condition, cash flows or results of operations.

Terrorist activity and/or political instability around the world could cause economic conditions to deteriorate and adversely impact our businesses.
In the past, terrorist attacks have negatively impacted general economic, market and political conditions. Terrorist acts, acts of war or political instability (wherever located around the world) could cause damage or disruption to our business, our facilities or our employees which could significantly impact our business, financial condition or results of operations. The potential for future terrorist attacks, the national and international responses to terrorist attacks, political instability, and other acts of war or hostility, including the recent and current conflicts in Iraq, Afghanistan and the Middle East, have created many economic and political uncertainties, which could adversely affect our business and results of operations in ways that cannot presently be predicted. In addition, with manufacturing facilities located worldwide, including facilities located in North America, Western Europe, Morocco, and India, we may be impacted by terrorist actions not only against the United States but in other parts of the world as well. In some cases, we are not insured for losses and interruptions caused by terrorist acts and acts of war.

The costs of complying with existing or future environmental regulations and curing any violations of these regulations could increase our expenses or reduce our profitability.

We are subject to a variety of environmental laws relating to the storage, discharge, handling, emission, generation, use and disposal of chemicals, solid and hazardous waste and other toxic and hazardous materials used to manufacture, or resulting from the process of manufacturing, our products. We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing or future laws will be administered or interpreted. Future regulations could be applied to materials, products or activities that have not been subject to regulation previously. The costs of complying with new or more stringent regulations, or with more vigorous enforcement of these or existing regulations, could be significant.


Environmental laws require us to maintain and comply with a number of permits, authorizations and approvals and to maintain and update training programs and safety data regarding materials used in our processes. Violations of these requirements could result in financial penalties and other enforcement actions. We also could be required to halt one or more portions of our operations until a violation is cured. Although we attempt to operate in compliance with these environmental laws, we may not succeed in this effort at all times. The costs of curing violations or resolving enforcement actions that might be initiated by government authorities could be substantial.


Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

Under the conflict minerals rule, public companies must disclose whether specified minerals, known as conflict minerals, are necessary to the functionality or production of products manufactured or contracted to be manufactured. The rule requires a disclosure report to be filed by May 31st of each year and requires companies to perform due diligence and disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country.year. The conflicts mineral rule could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tantalum, tin, gold and tungsten. The number of suppliers who provide conflict-free minerals may beis limited. In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities. As our supply chain is complex, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement, which may harm our reputation. In addition, we may encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.


We may be adversely affected by comprehensive tax reformRisks Related to our Common Stock


On December 22, 2017, the Tax Cuts and Jobs Act ("Tax Act") was signed into law. The Tax Act contains significant changes to corporate taxation, including reduction of the corporate tax rate from 35% to 21%, additional limitations on the tax deductibility of interest, substantial changes to the taxation of foreign earnings, immediate deductions for certain new

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investments instead of deductions for depreciation expense over time, and modification or repeal of many business deductions and credits. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the Tax Act remains uncertain, and our results of operations, cash flows or financial condition, as well as the trading price of our Common Stock,common stock continues to be volatile, and investors in our common stock may experience substantial losses.

The trading price of our common stock may be, and, in the past, has been volatile. Our common stock could decline or fluctuate in response to a variety of factors, including, but not limited to: our failure to meet our performance estimates or performance estimates of securities analysts; changes in financial estimates of our revenues and operating results or buy/sell recommendations by securities analysts; the timing of announcements by us or our competitors concerning significant product line developments, contracts or acquisitions or publicity regarding actual or potential results or performance; fluctuation in our quarterly operating results caused by fluctuations in revenue and expenses; substantial sales of our common stock by our existing stockholders; general stock market conditions; and fluctuations in oil and gas prices or other economic or external factors. While we attempt in our public disclosures to provide forward-looking information in order to enable investors to anticipate our future performance, such information by its nature represents our good-faith forecasting efforts. As a result, our
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actual results have differed materially, and going forward could differ materially, from our forecasts, which could cause further volatility in the value of our common stock.

In recent years the stock market as a whole has experienced dramatic price and volume fluctuations. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of their securities. This type of litigation could result in substantial costs and a diversion of management attention and resources.

Risks Related to our Indebtedness

If we are unable to generate sufficient cash flow, we may not be adversely affected.able to service our debt obligations, including making payments on our outstanding term loan.

Our ability to make payments of principal and interest on our indebtedness when due, including the significant indebtedness that we incurred in connection with our acquisition of Colfax Corporation's Fluid Handling business (“FH”), depends upon our future performance, which will be subject to general economic conditions (including recovery from the COVID-19 pandemic), industry cycles and financial, business and other factors affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our outstanding debt, we may be required to, among other things:

seek additional financing in the debt or equity markets;
refinance or restructure all or a portion of our indebtedness;
divert funds that would otherwise be invested in our operations;
sell selected assets; or
reduce or delay planned capital expenditures or operating expenditures.

Such measures might not be sufficient to enable us to service our debt, which could negatively impact our financial results. In addition, we may not be able to obtain any such financing, refinancing or complete a sale of assets on economically favorable terms. In the case of financing or refinancing, favorable interest rates will be dependent on the health of the debt capital markets and our credit rating.

Our existing indebtedness could also have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions, reducing funds available for working capital, capital expenditures, acquisitions and other general corporate purposes or creating competitive disadvantages relative to other companies with lower debt levels.

Our credit agreement requires that we maintain certain ratios and limits our ability to make acquisitions, incur debt, pay dividends, make investments, sell assets or merge.

Our credit agreement, dated December 20, 2021, as amended (the "New Credit Agreement"), governs our senior secured term loan and senior secured revolving credit facility. This agreement includes provisions which place limitations on certain activities, including, without limitation, our ability to: incur additional indebtedness; create liens or encumbrances on our assets; provide guarantees; make certain investments, loans and acquisitions; pay certain dividends or redeem, repurchase or retire certain capital stock or certain indebtedness; engage in certain transactions with our affiliates; enter into certain restrictive agreements; or dispose of or sell assets; or enter into mergers or similar transactions. These restrictions may limit our ability to operate our business and may prohibit or limit our ability to execute our business strategy, compete, enhance our operations, take advantage of potential business opportunities as they arise or meet our capital needs. Furthermore, future debt instruments or other contracts could contain more restrictive financial or other covenants. The breach of any of these covenants by us or the failure by us to meet any of these conditions or requirements could result in a default under any or all of our indebtedness, which could result in the lenders thereunder ending their obligation to make loans to us and declaring any outstanding indebtedness under the credit agreement or other applicable debt instrument immediately due and payable. Alternatively, our lenders could charge us substantial consent fees to secure amendments or waivers for our non-compliance with financial or other debt covenants. If we are unable to service our indebtedness, our business, financial condition, cash flows and results of operations would be materially adversely affected.

Discontinuation, replacement or reform of LIBOR could affect interest rates under our credit agreement and financing costs.

Borrowings under the New Credit Agreement are made at variable rates, based on London Interbank Offered Rate (“LIBOR”) as a reference rate. On July 27, 2017 the UK Financial Conduct Authority, which regulates LIBOR, announced that it desired to phase out LIBOR by the end of 2021. On November 30, 2020, the ICE Benchmark Administration Limited, which administers LIBOR, announced that it planned to consult on ceasing publication of LIBOR on December 31, 2021 for the one week and two
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month LIBOR tenors (for which publication has now ceased), and on June 30, 2023 for all other LIBOR tenors, including the LIBOR tenor that we use. In light of these announcements, the future of LIBOR at this time is uncertain how various states will respondand any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout could cause LIBOR to perform differently than in the past or cease to exist. In the United States the Alternative Reference Rate Committee convened by the US Federal Reserve identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative reference rate to the Tax Act.US Dollar LIBOR. Prior to the phase-out of LIBOR, we expect to reach agreement with our lenders on an amendment to the New Credit Agreement to use SOFR in lieu of LIBOR. We do not expect a significant change to the effective interest rate on our borrowing as a result of any replacement reference rate. Whether SOFR attains market acceptance as a LIBOR replacement tool is uncertain. In the event we are unable to reach agreement on a replacement reference rate, the loans outstanding under the New Credit Agreement from time to time using LIBOR as a reference rate will convert to the base rate, which could result in higher interest rates on these term loans and any such revolving loans.


Item 1B. Unresolved Staff Comments


None.


Item 2.    Properties

We maintain 2821 major manufacturing facilities worldwide, including operations located in North America, Western Europe, Morocco, China, and India. We also maintain sales offices or warehouses from which we ship finished goods to customers, distributors and commissioned representative organizations. Our executive office is located in Burlington, Massachusetts and is leased.

Our Energy segment has major manufacturing facilities located in North America, Italy, United Kingdom, and the Netherlands. Properties in Nerviano, Italy and Spartanburg, South Carolina are leased. Our Aerospace & Defense segment has major manufacturing facilities located in North America, United Kingdom, Germany, France, India and Morocco. Properties in Hauppauge, New York and Corona, California are leased. Our Industrial segment has major facilities located in North America, Germany, India and Netherlands. Properties in Germany and India are leased.China.


SegmentLeasedOwnedTotal
Industrial10 15 
Aerospace & Defense
Total15 21 
SegmentLeased Owned Total
Energy7
 5
 12
Aerospace & Defense1
 4
 5
Industrial4
 7
 11
Total12
 16
 28

In general, we believe that our properties, including machinery, tools and equipment, are in good condition, are well maintained, and are adequate and suitable for their intended uses. Our manufacturing facilities generally operate five days per week on one or two shifts. We believe our manufacturing capacity could be increased by working additional shifts and weekends and by successful implementation of our CIRCOR Operating System. We also have low-cost sources for manufacturing in Mexico, India and Morocco which have capacity to fulfill our expected manufacturing needs. We believe that our current facilities will meet our near-term production requirements without the need for additional facilities.



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Item 3.    Legal Proceedings

For information regarding our legal proceedings refer to the first threetwo paragraphs of Note 15, “Contingencies,17, Contingencies, Commitments and Guarantees”,Guarantees, to the consolidated financial statements included in this Annual Report, which disclosure is incorporated herein by reference. In addition, the Company has self-reported to the SEC relating to the accounting irregularities identified at the Pipeline Engineering business discussed in this Annual Report on Form 10-K. The Company continues to respond to requests for information from the SEC. At this time, it is not possible to predict the outcome of the Company’s correspondence with the SEC, including whether or not any proceeding will be initiated or, if so, when or how the matter will be resolved.



Item 4.    Mine Safety Disclosures
Not applicable.

Part II


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Part II
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “CIR.”“CIR”.


Our Board of Directors is responsible for determining our dividend policy. The timing and level of any dividends will necessarily depend on our Board of Directors’ assessments of earnings, financial condition, capital requirements and other factors, including restrictions, if any, imposed by our lenders. On February 28, 2018, we announced the suspension of our nominal dividend, as part of our capital deployment strategy.
 
As of February 22, 2019,of July 19, 2022, there were 19,857,35920,351,853 shares of our common stock outstanding and we had 5747 holders of record of our common stock. We believe the number of beneficial owners of our common stock was substantially greater on that date.


The graph below compares the cumulative 5-Year total return provided shareholdersstockholders on CIRCOR International, Inc.'s common stock relative to the cumulative total returns of the S&P 500 index, the Russell 2000 index, our previous peer group (“20172018 Peer Group”) and our updated peer group (“20182019 Peer Group”). The companies included in the 20172018 Peer Group and the 20182019 Peer Group are listed in footnotes 1 and 2 below, respectively. We revised our peer group to incorporate peers relevant to the businesses we acquired in the Fluid Handling acquisition.acquisition along with divestitures of non-core businesses. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock, in each index and in each of the peer groups on 12/31/2013December 31, 2016 and its relative performance is tracked through 12/31/2018.December 31, 2021.

cir-20211231_g2.jpg

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12/1612/1712/1812/1912/2012/21
CIRCOR International, Inc.$100.00 $75.24 $32.92 $71.47 $59.41 $42.01 
S&P 500100.00 121.83 116.49 153.17 181.35 233.41 
Russell 2000100.00 114.65 102.02 128.06 153.62 176.39 
2018 Peer Group100.00 95.48 63.10 82.17 71.03 97.54 
2019 Peer Group100.00 126.30 119.41 157.02 161.81 250.63 



item5chart.jpg
 12/13 12/14 12/15 12/16 12/17 12/18
CIRCOR International, Inc.100.00
 74.77
 52.44
 80.96
 60.91
 26.65
S&P 500100.00
 113.69
 115.26
 129.05
 157.22
 150.33
Russell 2000100.00
 104.89
 100.26
 121.63
 139.44
 124.09
2017 Peer Group100.00
 87.21
 71.19
 96.87
 105.44
 86.94
2018 Peer Group100.00
 96.22
 81.62
 100.76
 91.40
 57.87

20172018 Peer Group: There are six companies included in the company's 2017 Peer Group which are: Crane Co, Curtiss-Wright Corp, Flowserve Corp, Forum Energy Technologies Inc., SPX Flow Inc. and Woodward Inc.
2018 Peer Group: The three companies included in the company'sCompany's 2018 Peer Group which are: Dover Corp, IDEX Corp and Schlumberger NV.

2019 Peer Group: The eight companies included in the Company's 2019 Peer Group are: Alfa Laval Ab, Flowserve Corp, Gardner Denver Holdings Inc, Imi Plc, Metso Oyj, Sulzer Ag and Weir Group Plc.
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Item 6.    Selected Financial Data

The following table presents certain selected financial data that has been derived from our audited consolidated financial statements and related notes and should be read along with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and notes included in this Annual Report.Not Applicable. 

The consolidated statements of (loss) income and consolidated statements of cash flows data for the years ended December 31, 2018, 2017 and 2016, and the consolidated balance sheet data as of December 31, 2018 and 2017 are derived from, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this Annual Report. The consolidated statements of income and consolidated statements of cash flows data for the years ended December 31, 2015 and 2014, and the consolidated balance sheet data as of December 31, 2016, 2015 and 2014, are derived from our consolidated financial statements not included in this Annual Report.

Selected Financial Data
(in thousands, except per share data)
 Years Ended December 31,
 2018 (3) 2017 2016 2015 2014
Statement of (Loss) Income Data (1):         
Net revenues$1,175,825
 $661,710
 $590,259
 $656,267
 $841,446
Gross profit341,650
 200,820
 183,115
 199,332
 257,020
Operating income9,384
 20,568
 10,918
 26,174
 64,757
(Loss) Income before income taxes(36,094) 6,113
 9,680
 22,428
 63,261
Net (loss) income$(39,384) $11,789
 $10,101
 $9,863
 $50,386
Balance Sheet Data:         
Total assets$1,791,612
 $1,906,799
 $820,756
 $669,915
 $724,722
Total debt786,037
 795,208
 251,200
 90,500
 13,684
Shareholders’ equity528,993
 601,974
 404,410
 400,777
 494,093
Total capitalization$1,315,030
 $1,397,182
 $655,610
 $491,277
 $507,777
Other Financial Data:         
Cash flow provided by (used in):         
Operating activities$53,994
 $9,637
 $59,399
 $27,142
 $70,826
Investing activities(16,877) (502,124) (210,481) (87,726) (1,842)
Financing activities(74,073) 535,568
 158,764
 2,251
 (37,724)
Interest expense, net52,913
 10,777
 3,310
 2,844
 2,652
Capital expenditures23,588
 14,541
 14,692
 12,711
 12,810
Diluted earnings per common share$(1.99) $0.70
 $0.61
 $0.58
 $2.84
Diluted weighted average common shares outstanding19,834
 16,849
 16,536
 16,913
 17,768
Cash dividends declared per common share$
 $0.15
 $0.15
 $0.15
 $0.15
(1) See Note 5, "Special and Restructuring charges, net," of the consolidated financial statements included in this Annual Report, for additional details on charges included in the twelve months ended December 31, 2018, December 31, 2017, and December 31, 2016 operating income above. The statement of income data for the year ended December 31, 2015 includes special and restructuring charges, net of $14.4 million. The statement of income data for the year ended December 31, 2014 includes special and restructuring charges, net of $12.7 million.
(2) On December 11, 2017 we acquired FH, on October 12, 2016 we acquired Critical Flow Solutions, and on April 15, 2015 we acquired Schroedahl.
(3) On January 1, 2018 the Company adopted ASU 2014-09, Revenue from Contracts, which had a material impact on revenues during FY'18. The Company discloses the impact of this change on revenue in Note 2, Summary of Significant Accounting Policies. On January 1, 2018 we adopted the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715), which had a material impact in the current year. Refer to Note 14, Retirement Plans



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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
See Part 1, Item 1, Business,“Business”, for additional detail on forward looking statements.

Restatement of Previously Issued Consolidated Financial Statements:

We have restated our previously issued consolidated financial statements contained in this Annual Report on Form 10-K. Refer to the “Explanatory Note” preceding Item 1, Business, for background on the restatement, the fiscal periods impacted, control considerations, and other information.

In addition, we have restated certain previously reported financial information at December 31, 2020 and for the fiscal years ended December 31, 2020 and December 31, 2019 in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, including but not limited to information within the Consolidated Results of Operations, Results of Operations by Segment, and Non-GAAP Financial Measures sections. We have also included certain restated quarterly information in the Supplemental Quarterly Financial Information section at the end of this item.

See Note 2, Restatement of Previously Issued Consolidated Financial Statements, in Item 8, Financial Statements and Supplementary Data, for additional information related to the restatement, including descriptions of the misstatements and the impacts on our consolidated financial statements.
Company Overview
 
We design, manufacture and market differentiated technologyCIRCOR International is one of the world’s leading providers of mission critical flow control products and sub-systemsservices for markets including industrial, oilthe Industrial and Aerospace & gas, aerospace and defense, and commercial marine. CIRCORDefense markets. The Company has a diversified flow and motion control product portfolio with recognized,of market-leading brands that fulfillserving its customers’ mission critical needs.most demanding applications. CIRCOR markets its solutions directly and through various sales partners to more than 14,000 customers in approximately 130 countries. The Company has a global presence with approximately 3,100 employees and is headquartered in Burlington, Massachusetts. See Part 1, Item 1, Business, for additional information regarding the description of our business.

WeCOVID-19

The COVID-19 pandemic continued to adversely impact our end markets, operations, and financial condition in 2021. Throughout this continued time of uncertainty, the Company's top priority remains the health and safety of our employees, customers, and suppliers. Throughout 2021, we implemented measures in an effort to ensure our employees around the world have the necessary protection and our business continues to operate with as little disruption as possible. These measures include but are not limited to:

Additional cleaning and disinfecting procedures at all facilities;
Encouraging vaccination and fully covering the cost of COVID-19 vaccines;
Daily temperature checks and masks for employees, in accordance with local regulations;
Establishing social distancing guidelines for on-site employees;
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Employees are strongly encouraged to work from home where possible; and
��Limiting non-essential travel

The situation relating to the COVID-19 pandemic and its potential effects on our business and financial results remains dynamic, and the broader implications for our business and results of operations remain uncertain and will depend on many factors outside our control. Please see Part 1, Item 1A - “Risk Factors” for more detail.

Segment Commentary

The Company's Aerospace & Defense segment has been and continues to be impacted by the COVID-19 pandemic, primarily in our Commercial Aerospace end markets. Commercial Aerospace order rates improved in 2021 compared to 2020 as demand for OEM components and aftermarket services increased with air framer production rates and aircraft utilization. However, we continue to expect that a recovery to pre-pandemic levels of demand will not occur until the trendend of 2023. While our Defense business has been less impacted by the pandemic, we did experience a slowdown in lower capital expenditures,government spending on spare parts as well as deferred maintenance spending, by many national oil companies, oil majors and refineries to continuesome delays on key programs which impacted our revenues in 2019 and impact our project businesses in engineered valves.2021. However, we expect a return to see modestnear term and long term growth in other markets that we serve,this end market driven by our positions on key U.S. defense programs, including the short-cycle on-shore North American distributed valves marketJoint Strike Fighter and petrochemical processing market.Columbia class submarines, strong backlog, and new product introductions in close partnership with our customers. We receivedcontinue to focus on increasing our global aftermarket and deploying value-based pricing across the segment, both of which will contribute to growth and margin expansion.

The Company's Industrial reporting segment has been and continues to be impacted by the COVID-19 pandemic. In 2021, we saw a number of large orderssignificant increase in 2018 for refinery valves, however, it is uncertain whether this trend will continue in 2019. Capital expenditures in the industrialdemand across end markets and geographies as the commercial impact of COVID-19 lessened through the year. We exited 2021 with a strong backlog that positions the Industrial segment well for future revenue growth in 2022 and beyond. In the near term, we expect strong growth in our longer-cycle end markets, such as Commercial Marine and Downstream Oil & Gas, as we deliver on improved orders from 2021. Our General Industrial end market, which includes products that serve power generation, chemical processing, and other customers, is expected to grow modestly, although there are some signs ofexperience moderate growth. We continue to focus on increasing our global aftermarket, deploying value-based pricing across the segment, and simplifying our organizational structure to drive growth and margin expansion.

In both reporting segments, the Company's results from operations were, and continue to be, adversely impacted by global supply chain constraints and rising inflation. In 2021, we faced unexpected difficulties in procuring certain raw material, castings, and components, additional labor constraints due to COVID-19 and a slowdown in Europe. We expect to experience lower demand for our products that serve the power generation markets. Aerospacechallenging labor market, and defense end markets are expected to grow as demand for commercial air travel continues to increaseinflation on both material and funding on military programslogistics. These challenges were most acute in the U.S. improvessecond half of the year and continue to evolve in 2019. We do not expect an improvement in2022. In order to mitigate the commercial marine sector as global shipbuilding continues to be constrained.

Weimpact of these factors on our operations and financial position, we continue to implement actions to mitigateacross the impact on our earnings withcompany including, but not limited to: list price increases and surcharges, structural cost out actions, changes in suppliers from which we procure material, and manufacturing productivity through the lower demandimplementation of the CIRCOR Operating System and increasingly competitive environment. In addition, we are investing in products and technologies designed to help solve our customers’ most difficult problems.  We expect to further simplify CIRCOR by standardizing technology, reducing facilities, consolidating suppliers and achieving world class operational excellence, including working capital management. We believe our cash flow from operations and financing capacity is adequate to support these activities.80/20. Finally, continuing to attract and retain diverse and talented personnel, including the enhancement of our global sales, operations, product management and engineering organizations, remains an important part of our strategy during 2019.2022.


Finally, we continue to monitor and evaluate additional sanctions and export restrictions that may be imposed by the U.S. Government and other governments along with any responses from Russia that could directly affect our supply chain, business partners or customers. The aggregate revenue from customers in Russia and Ukraine for each of the fiscal years ended 2021 and 2020 was less than 1% of consolidated net revenues, primarily related to our Downstream Oil & Gas business in the Industrial reporting segment. However, the conflict in Russia and Ukraine is likely to adversely impact demand in that region, increase energy costs related to our operations, and negatively impact material cost and availability.

Basis of Presentation

All significant intercompany balances and transactions have been eliminated in consolidation. Effective January 1, 2018 we reorganized our segments by end market: Energy, Aerospace & Defense and Industrial. Prior year financial statements have been adjusted to reflect this new organization basis beginning in the first quarter of 2018.
We operate and report financial information using a 52-week fiscal year ending December 31. The data periods contained within our Quarterly Reports on Form 10-Q reflect the results of operations for the 13-week, 26-week and 39-week periods which generally end on the Sunday nearest the calendar quarter-end date. Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation, including the results of discontinued operations and reportable segment information.

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Critical Accounting Policies and Use of Estimates

The Company’s discussion and analysis of its financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.America (“GAAP”). The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure of contingent liabilities. On an on-going basis, management evaluates its significant estimates, including those related to contracts accounted for under the percentage of completion method, bad debts, inventories, intangible assets and goodwill, purchase accounting, delivery penalties, income taxes, and contingencies including litigation. Management believes goodwill, revenue recognition and income taxes to be the most complex and sensitive judgments because of their significance to the consolidated financial statements and which result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management bases its estimates on historical experience, current market and economic conditions and other assumptions that management believes are reasonable. The results of these estimates form the basis for judgments about the carrying value of assets and liabilities where the values are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


There have been no significant changes from the methodology applied by management for critical accounting estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. 2020.

For information regarding our criticalsignificant accounting policies, refer to Note 2, "Summary3, Summary of Significant Accounting Policies," to the consolidated financial statements included in this Annual Report, which disclosure is incorporated by reference herein.Report.



Goodwill
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For goodwill, we perform an impairment assessment at the reporting unit level on an annual basis as of our October month end or more frequently if circumstances warrant. In October 2018 whenOn March 29, 2020, we performedreorganized our reporting units and the stock price dropped below book value, which we determined were triggering events requiring an assessment of our goodwill and indefinite-lived trade names. Based on our impairment assessment as of March 29, 2020, we concluded that our goodwill in the Industrial reporting unit was impaired and, accordingly, recorded a goodwill impairment charge of $138.1 million in the quarter ended March 29, 2020.

During the fourth quarter of 2021, we identified a change in our reporting units due to economic deviations within the Industrial business segment. Refinery valves (“RV”) and Industrial were determined to be two separate reporting units within the Industrial business segment. With the change in reporting units, we performed an impairment test prior to the change, on our previous one reporting unit, and then performed an impairment test immediately after the change on the two reporting units which also coincides with our annual impairment test date of October month end. With the change, we assigned goodwill to the Industrial and RV reporting units based on their relative fair values.

For the annual goodwill assessment, we estimated the fair value of our three reporting units, Industrial, RV, and Aerospace & Defense, using an income approach based on the present value of future cash flows. We selected this method as being the most meaningful in preparing the goodwill assessments because the use of the income approach typically generates a more precise measurement of fair value than the market approach. In applying the income approach to our accounting for goodwill, we make assumptions about the amount and timing of future expected cash flows, terminal value growth rates and appropriate discount rates. The amount and timing of future cash flows within our discounted cash flow analyses is based on our most recent operational budgets, current industry and market conditions, and other estimates of future performs. The terminal value growth rate is used to calculate the value of cash flows beyond the last projected period in our discounted cash flow analyses and reflects our best estimates for stable, perpetual growth of its reporting units. We corroborated the valuations that arose from the discounted cash flow approach by performing both a market multiple valuation and by reconciling the aggregate fair value of its reporting units to its market capitalization at the time of the test. The fair value of each of ourthe reporting units exceeded the respective carrying amount, and noexcept for the RV reporting unit for which we recorded a goodwill impairments were recorded.impairment charge in the amount of $10.5 million. The fair values utilized for our 20182021 goodwill assessment exceeded the carrying amounts by more than 20% 165% and 55%for our Energy, Aerospace & Defense and Industrial reporting units, respectively. The growth rate assumptions utilized were consistent with growth rates within the markets that we serve.serve and considered the near to mid-term negative impact of the COVID-19 pandemic on our end markets, operations, and cash flows. If our results significantly vary from our estimates, related projections, or business assumptions in the future due to change in industry or market conditions, we may be required to record impairment charges.



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Revenue Recognition

Revenues are recorded based on the amount of consideration we expect to be entitled to as a result of satisfying our performance obligations. Revenue on our point in time contracts are recognized when the customer obtains control of the product, which is generally at the time of shipping. Revenues and costs on certain long-term contracts are recognized over-time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion, known as the “cost-to-cost” method) as we incur costs on our contracts. We use a cost-to-cost measure of progress because it best depicts the transfer of control to the customer which occurs as it incurs costs on its contracts. Under the cost-to-cost measure of progress, revenue is recognized proportionally as costs are incurred. Contract costs include labor, materials and subcontractors’ costs, other direct costs and an allocation of overhead, as appropriate. Accounting for over-time contracts requires reliable estimates in order to estimate total contract revenue and costs. For these contracts, management reviews the progress and execution of our performance obligations at least quarterly. Management estimates the profit on a contract as the difference between the total estimated revenue and estimate at completion (“EAC”) costs and recognizes the resultant profit over the life of the contract, using the cost-to-cost EAC input method to measure progress toward complete satisfaction of a performance obligation. A change in one or more of these estimates could affect the profitability of the related contracts. Management recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating expenses or revenue.

The transaction price for our contracts represents our best estimate of the consideration we will receive and includes assumptions regarding variable consideration as applicable. Certain of our long-term contracts contain fees or other provisions that can either increase or decrease the transaction price. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance, historical performance, and all other information that is reasonably available to us.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Any material changes in tax rates or changes in tax laws could cause our estimates of taxes we anticipate to pay or to recover in the future to change. Any material changes could create an increase or a decrease in our effective tax rate.

In accordance with the provisions of ASC Topic 740, Income Taxes, the Company initially recognizes the financial statement effect of a tax position when, based solely on its technical merits, it is more likely than not (a likelihood of greater than fifty percent) that the position will be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained. Tax laws are complex and often subject to varied interpretations. Therefore, the ultimate outcome with respect to taxes we may owe may differ from the amounts recognized.

ASC 740, Income Taxes, requires a valuation allowance to reduce deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion, or all, of the deferred tax asset. Should there be
a cumulative loss in recent years it is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance.

The Company recognized a valuation allowance for the German and the U.S. net deferred tax assets (DTA) in the year ended December 31, 2020. We reviewed the German and U.S. valuation allowances. In both the case of Germany and the U.S. there is a cumulative three year loss at December 31, 2021. The Company concluded that the negative evidence outweighed the positive
24



evidence as of December 31, 2021. Therefore, the Company has not relied on projections of future taxable income in our assessment of the realization of deferred tax assets at December 31, 2021. The Company maintained a valuation allowance related to the German deferred tax assets of $13.6 million and $17.5 million as of December 31, 2021 and December 31, 2020, respectively. The Company relied solely on the expected reversal of taxable temporary differences to support the realizability of the German deferred tax assets and no reliance was placed on projections of future taxable income. The Company maintained a valuation allowance related to the U.S. deferred tax assets of $73.6 million and $67.9 million as of December 31, 2021 and December 31, 2020, respectively. The Company relied solely on the expected reversal of temporary differences to support the realizability of the U.S. deferred tax assets and no reliance was placed on projections of future taxable income.

Results of Operations

2018 Compared With 2017

Consolidated Operations

(in thousands)2018 2017 
Total
Change
 Acquisitions Operations 
Foreign
Exchange
Net Revenues           
Energy$451,232
 $339,617
 $111,615
 $57,290
 $51,918
 $2,407
Aerospace & Defense237,017
 182,983
 54,034
 46,929
 4,669
 2,436
Industrial487,576
 139,110
 348,466
 344,456
 1,911
 2,099
Consolidated Net Revenues$1,175,825
 $661,710
 $514,115
 $448,675
 $58,498
 $6,942
Net revenues in 2018 were $1.2 billion, an increase of $514.1 million from 2017 primarily driven by our December 2017 acquisition of the fluid handling business of Colfax Corporation ("FH") $448.7 million, along with operations increase of $58.5 million and favorable foreign exchange increase of $6.9 million.

Segment Results


The Chief Operating Decision Maker ("CODM"(“CODM”) is the function that allocates the resources of the enterprise and assesses the performance of the Company's reportable operating segments. CIRCOR has determined that the CODM is solely comprised of its Chief Executive Officer ("CEO"(“CEO”), as the CEO has the ultimate responsibility for CIRCOR strategic decision-making and resource allocation.


Our CODM evaluates segment operating performance using segment operating income. SegmentWe define segment operating income is defined as generally accepted accounting principles ("GAAP")GAAP operating income excluding intangible amortization and amortization of fair value step-ups of inventory and fixed assets from acquisitions completed subsequent to December 31, 2011, the impact of restructuring relatedrestructuring-related inventory write-offs, impairment charges and special charges or gains. The Company also refers to this measure as adjusted operating income. The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates a comparison of performance for determining incentive compensation achievement.


For information regarding our segment determination refer to Note 18, “Business19, Business Segment and Geographical Information," of the consolidated financial statements included in this Annual Report.


The following tables present information on net revenues and operating income of our business segments, along with a reconciliation of total segment operating income to the Company's consolidated operating income.

2021 Compared With 2020

Consolidated Operations
As Restated
(in thousands)20212020Total
Change
DivestitureOperationsForeign
Exchange
Net Revenues
Industrial$506,126 $499,209 $6,917 $(4,900)$(741)$12,558 
Aerospace & Defense252,541 266,010 (13,469)— (16,282)2,813 
Consolidated Net Revenues$758,667 $765,219 $(6,552)$(4,900)$(17,023)$15,371 

Net revenues in 2021 were $758.7 million, a decrease of $6.6 million from 2020 primarily driven by lower revenue as a result of lower operational results of $17.0 million and divestitures of $4.9 million, partially offset by favorable foreign exchange of $15.4 million.

23
25






Segment Results
As Restated
(in thousands)20212020Change
Net Revenues
Industrial$506,126 $499,209 $6,917 
Aerospace & Defense252,541 266,010 (13,469)
Consolidated Net Revenues$758,667 $765,219 $(6,552)
Operating Income
Industrial - Segment Operating Income$28,896 $27,025 $1,871 
Aerospace & Defense - Segment Operating Income56,073 58,379 (2,306)
Corporate expenses(30,638)(30,378)(260)
Subtotal54,331 55,026 (695)
Special restructuring charges (recoveries), net4,234 4,945 (711)
Special other charges (recoveries), net20,038 (39,248)59,286 
Special and restructuring charges (recoveries), net (1)24,272 (34,303)58,575 
Restructuring related inventory charges (recoveries), net599 (251)850 
Impairment charges10,500 138,078 (127,578)
Acquisition amortization41,772 42,463 (691)
Acquisition depreciation6,511 3,986 2,525 
Restructuring, impairment and other cost, net59,382 184,276 (124,894)
Consolidated Operating (Loss) Income$(29,323)$(94,947)$65,624 
Consolidated Operating Margin(3.9)%(12.4)%
(1) See Note 6, Special and Restructuring Charges (Recoveries), net in the consolidated financial statements included in this Annual Report, for additional details.

(in thousands)2018 2017 Change
Net Revenues     
Energy$451,232
 $339,617
 $111,615
Aerospace and Defense237,017
 182,983
 54,034
Industrial487,576
 139,110
 348,466
Consolidated Net Revenues$1,175,825
 $661,710
 $514,115
      
Operating Income     
Energy - Segment Operating Income$33,496

$30,131
 $3,365
A&D - Segment Operating Income36,047

23,375
 12,672
Industrial - Segment Operating Income57,340
 19,932
 37,408
Corporate expenses(30,299) (21,744) (8,555)
Subtotal96,584
 51,694
 44,890
Restructuring charges, net12,752
 6,062
 6,690
Special charges, net11,087
 7,989
 3,098
Special and restructuring charges, net (1)23,839
 14,051
 9,788
Restructuring related inventory charges (1)2,402
 
 2,402
Amortization of inventory step-up6,600
 4,300
 2,300
Acquisition amortization47,310
 12,542
 34,768
Acquisition depreciation7,049
 233
 6,816
Restructuring and other costs63,361
 17,075
 46,286
Consolidated Operating Income$9,384
 $20,568
 $(11,184)
      
Consolidated Operating Margin0.8% 3.1%  
      
(1) See Note 5 "Special and Restructuring charges, net" of the consolidated financial statements included in this Annual Report, for additional details.

EnergyIndustrial Segment
As Restated
(in thousands, except percentages)20212020Change
Orders$595,410 $481,609 $113,801 
Net Revenues as reported$506,126 $499,209 $6,917 
Net Revenues excluding divestiture (1)506,126 494,309 11,817 
Segment Operating Income as reported28,896 27,025 1,871 
Segment Operating Income excluding divestiture (2)28,896 27,025 1,871 
Segment Operating Margin as reported5.7 %5.4 %
Segment Operating Margin excluding divestiture (2)5.7 %5.5 %
(1) Adjusted for the January 2020 divestiture of our Instrumentation & Sampling business. The Instrumentation and Sampling business generated revenues of $0.0 million and $4.9 million for the years ended December 31, 2021 and December 31, 2020, respectively.
(2) Adjusted for the January 2020 divestiture of our Instrumentation & Sampling business, which contributed $0.0 million and $0.0 million to segment operating income for the years ended December 31, 2021 and December 31, 2020, respectively
(in thousands)2018 2017 Change
Orders$451,910
 $376,039
 $75,871
Net Revenues$451,232
 $339,617
 $111,615
Segment Operating Income33,496
 30,131
 3,365
Segment Operating Margin7.4% 8.9% 



EnergyIndustrial segment orders increased $75.9$113.8 million, or 20%24%, to $451.9 million for 2018in 2021 compared to $376.0 million in 2017, primarily due to primarily driven by capital project and maintenance, repair, and overhaul orders within the Reliability Services business (+18%), Refinery Valves business (+16%) and Engineered Valves business (+3%), partially offset by declines in our Distributed Valves business (-17%).

Energy segment net revenues increased $111.6 million, or 33%, in 2018 compared to 2017.2020. The increase was primarily driven by a 35% increase in the addition ofValves businesses and 17% increase in the Reliability Services business acquired with the FH acquisition (+17%), our Refinery Valves business (+11%), ourEurope and North American DistributedPumps businesses ("Pumps businesses"). Segment orders excluding divestitures and the impact of foreign exchange increased $102.6 million, or 21%, in 2021 compared to 2020.

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Industrial segment revenues increased $6.9 million, or 1%, in 2021 compared to 2020. The increase was primarily driven by a 7% increase in the Pumps businesses partially offset by a 5% reduction in the Valves business (+3%)businesses. In both businesses, revenues were adversely impacted by global supply chain challenges including material input delays, labor shortages, and logistics constraints. Segment revenues excluding divestitures and the impact of foreign exchange decreased $0.7 million, or less than 1%, our Pipeline business (+2%) and our Instrumentation & Sampling business (+1%).in 2021 compared to 2020.


SegmentIndustrial segment operating income increased $3.4$1.9 million, or 11%7%, to $33.5 million for 2018in 2021 compared to $30.1 million in 2017.2020. The increase was primarily driven by an increase in segmentthe Pumps businesses which was largely due to a one-time charge of $5.9 million recorded in the three months ended March 29, 2020 for an allowance against a customer receivable. In both businesses, operating income was primarily due to operational improvements within our Refinery Valves business (+32%),adversely impacted by global supply chain challenges as well as material and the acquisition of Reliability Services business (+17%), partially offset by operational losses within our North American Distributed Valves business (-24%) and Engineered Valves business (-14%).freight inflation.


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QUARTERLY ENERGY SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20172018
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders100,01273,14084,857118,030376,039129,762113,171110,98797,990451,910
Net Revenues76,21078,27688,57096,561339,61799,972112,804121,023117,433451,232
Operating Income6,4078,1706,9368,61830,1315,6969,2429,1639,39633,497
Operating Margin8.4%10.4%7.8%8.9%8.9%5.7%8.2%7.6%8.0%7.4%
Backlog (1)142,752140,102138,811182,999182,999224,139217,666205,924183,467183,467
(1) at end of period.          


Aerospace & Defense Segment

(in thousands, except percentages)20212020Change
Orders$255,168 $254,547 $621 
Net Revenues$252,541 $266,010 $(13,469)
Segment Operating Income56,073 58,379 (2,306)
Segment Operating Margin22.2 %21.9 %
(in thousands)2018 2017 Change
Orders$277,469
 $193,535
 $83,934
Net Revenues$237,017
 $182,983
 $54,034
Segment Operating Income36,047
 23,375
 12,672
Segment Operating Margin15.2% 12.8%  


Aerospace & Defense segment orders increased $84.0$0.6 million, or 43%less than 1%, to $277.5 million for 2018in 2021 compared to $193.52020. The increase was driven by a 32% increase in our Commercial Aerospace businesses, offset by a 16% decrease in our Defense businesses. Segment orders excluding the impact of foreign exchange decreased $2.1 million, or 1%, in 2017, primarily due2021 compared to our Pumps Defense business (+36%) and our U.S. fluid control and actuation business (+7%).2020.


Aerospace & Defense segment net revenues increaseddecreased by $54.0$13.5 million, or 30%,5% in 20182021 compared to 2017.2020. The increasedecrease was primarily driven by the defense related business ("Pumps Defense") we acquireda 8% decrease in the FH acquisition (+26%), price and volume increases in our United States ("U.S.") fluid control business (+5%) and our United Kingdom ("U.K.") defense business (+2%),Defense businesses partially offset by decreased revenues in our actuation business (-2%) and French business (-2%). Thea 1% increase in our Pumps Defense business is attributedthe Commercial Aerospace businesses. In both businesses, revenues were adversely impacted by global supply chain challenges including material input delays, labor shortages, and logistics constraints. Segment revenue excluding the impact of foreign exchange decreased $16.3 million, or 6%, in 2021 compared to the timing of orders received for the Joint Strike Fighter program.2020.


Segment operating income increased $12.7decreased $2.3 million, or 54%4%, to $36.0 million for 2018in 2021 compared to $23.4 million for 2017.2020. The increasedecrease was driven primarily by lower volume in the Defense business, partially offset by cost controls. In both businesses, operating income was primarily drivenadversely impacted by our Pumps Defense business (+43%), lower headquarter costs (+23%), our U.S. fluid control business (+11%),global supply chain challenges as well as material and our U.K. defense business (+1%), partially offset by declines in our U.S. actuation business (-21%) and our French business (-4%).freight inflation.
           
QUARTERLY A&D SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20172018
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders56,41639,90245,93951,278193,53559,79359,44181,53376,702277,469
Net Revenues41,60143,30441,11756,961182,98358,47757,50057,75763,283237,017
Operating Income3,7844,3744,33310,88423,3758,9316,9928,70911,41536,047
Operating Margin9.1%10.1%10.5%19.1%12.8%15.3%12.2%15.1%18.0%15.2%
Backlog (1)106,178105,741108,157163,694163,694165,841152,081172,986179,639179,639
(1) At end of period.        

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Industrial Segment

(in thousands, except percentages)2018 2017 Change
Orders$510,115
 $131,993
 $378,122
Net Revenues$487,576
 $139,110
348,466
$348,466
Segment Operating Income57,340
 19,932
 37,408
Segment Operating Margin11.8% 14.3%  

Industrial segment orders increased $378.1 million, or 286%, to $510.1 million for 2018 compared to $132.0 million in 2017, primarily due to the FH acquisition. The Pumps Businesses saw a significant increase in orders in the general industrial sector in Europe.  Demand in North America was largely driven by the timing of certain Navy orders, bookings in Oil & Gas end markets, and strength in general industrial sectors.

Industrial segment net revenues increased $348.5 million, or 250%, in 2018 compared to 2017. The increase was primarily driven by the European and North American Pumps businesses ("Pumps Businesses") we acquired in the FH acquisition (+248%), along with increases in the Valves EMEA business(+3%).

Segment operating income increased $37.4 million, or 187.6%, to 57.3 million for 2018 compared to $19.9 million primarily driven by the Pumps Businesses (+166%) and Valves businesses (+21%). The decrease in segment operating margin from 14.3% to 11.8% was driven by the addition of relatively lower margin acquired businesses.

           
QUARTERLY INDUSTRIAL SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20172018
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders27,65429,88927,29647,154131,993136,607136,746114,876121,886510,115
Net Revenues27,39729,65130,00652,056139,110117,131131,064118,734120,647487,576
Operating Income4,3844,9015,6754,97219,93212,94815,03714,60914,74657,340
Operating Margin16.0%16.5%18.9%9.6%14.3%11.1%11.5%12.3%12.2%11.8%
Backlog (1)32,87833,75131,286155,786155,786170,568167,325178,044163,801163,801
(1) At end of period.        


Corporate Expenses


Corporate expenses increased $8.6$0.3 million to $30.3$30.6 million for 2018. This2021. The increase was primarily driven largely by higher variableinsurance premium costs which were partially offset by lower benefit and compensation costs, professional fees and integration costs.


Special and Restructuring charges,Charges (Recoveries), net


During 2018,2021, the Company recorded a total of $23.8$24.3 million in special and restructuring charges compared to $34.3 million of Specialrecoveries in 2020. The charges recorded in 2021 were related to debt refinancing, the sale of two Industrial product lines, the write off of an aged receivable, and cost saving initiatives. The increase in special and restructuring charges.charges in 2021 compared to 2020 was primarily driven by the gain on sale related to our divested Instrumentation and Sampling business in 2020. In our statementconsolidated statements of operations, these charges are recorded in Specialspecial and restructuring charges (recoveries), net. These costs are primarily related to our simplification and restructuring efforts. These restructuring charges and other special charges are described in further detail in Note 5, "Special6, Special and Restructuring charges,Charges (Recoveries), net," of in the consolidated financial statements included in this Annual Report.


Restructuring and other costsOther Costs (Recoveries), net


During 2018,2021, the Company recorded a total of $63.4$59.4 million of Restructuringother costs (recoveries), net, including $10.5 million related to goodwill impairment and other costs. These$0.6 million of restructuring related inventory charges, both in our Industrial business. The remaining charges represent plant, property, and equipment depreciation related to the step-up in fair value as part of our FH acquisition of Colfax Corporation's Fluid Handling (“FH”) business, intangible amortization in connection with acquisitions subsequent to December 31, 2011, and step-up in fair value of inventory acquired as part of our FH acquisition. These charges are recorded in either selling, general and administrative expenses or cost of revenues based upon the nature of the underlying asset.


26
27







Interest Expense, Net
 
Interest expense increased $42.1decreased $1.9 million to $52.9$32.4 million for 2018.2021. The change in interest expense was primarily due to higher outstandinglower debt balances throughout the year.

Other Income, Net
Other income, net, was $3.8 million for 2021 compared to $1.6 million in 2020. The difference of $2.2 million primarily relates to more favorable exchange rates and increased returns on pension assets.

Comprehensive (Loss) Income

Comprehensive loss decreased $205.5 million, from a comprehensive loss position of $226.8 million for the year-ended December 31, 2020 to a comprehensive loss position of $21.3 million for the year-ended December 31, 2021. This change was primarily driven by a $120.4 million decrease in net loss from our continuing operations caused by a decrease of $127.6 million impairment of goodwill, a $50.7 million decrease in our income tax provision and a $36.5 million decrease in net loss from our discontinued operations, partially offset by a $58.6 million increase in special and restructuring charges, a $52.1 million increase in pension related actuarial gains and a $8.8 million change in foreign currency translation adjustments.

As of December 31, 2021, we had a cumulative currency translation adjustment of $18.6 million in Accumulated Other Comprehensive Loss for our Brazil entity. If we were to cease to have a controlling financial interest in the Brazil entity or otherwise satisfy criteria for reclassification of the amount from Accumulated Other Comprehensive Loss to earnings, we would recognize a non-cash charge of $18.6 million based on December 31, 2021 balances, which would be included as a special charge within the consolidated statement of operations.

Provision for (Benefit from) Income Taxes

The table below outlines the change in effective tax rate for 2021 and 2020 (in thousands, except percentages).

As Restated
20212020Change
Income (Loss) Before Tax$(57,862)$(127,572)$69,710
Expected federal income tax rate21.0%21.0%—%
State income taxes, net of federal tax benefit(0.3)(2.1)1.8
Impairment(6.5)6.5
US permanent differences(1.7)(1.7)
Foreign tax rate differential3.72.80.9
Tax reserve(2.6)(0.6)(2.0)
Rate Change(1.7)(0.1)(1.6)
GILTI
Prior period adjustment0.21.4(1.2)
Dispositions(1.0)(0.7)(0.3)
Valuation Allowance(24.7)(59.1)34.4
Other, net(5.2)0.4(5.6)
Equity compensation2.0(0.3)2.3
Research and development1.31.3
Effective tax rate(9.0)%(43.8)%34.8%
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The Company recognized a valuation allowance for the German and the U.S. net DTAs in the year ended December 31, 2020. We reviewed the German and U.S. valuation allowances. In both the case of Germany and the U.S. there is a cumulative three year loss at December 31, 2021. The Company concluded that the negative evidence outweighed the positive evidence as of December 31, 2021. Therefore, the Company has not relied on projections of future taxable income in our assessment of the realization of deferred tax assets at December 31, 2021. The Company maintained a valuation allowance related to the German deferred tax assets of $13.2 million and $17.3 million, respectively, as of December 31, 2021 and December 31, 2020. The Company relied solely on the expected reversal of taxable temporary differences to support the realizability of the German deferred tax assets and no reliance was placed on projections of future taxable income. The Company maintained a valuation allowance related to the U.S. deferred tax assets of $73.1 million and $67.9 million as of December 31, 2021 and December 31, 2020, respectively. The Company relied solely on the expected reversal of temporary differences to support the realizability of the U.S. deferred tax assets and no reliance was placed on projections of future taxable income.

As of December 31, 2021 and 2020, the Company maintained a total valuation allowance of $139.0 million and $138.7 million, respectively, which relates to foreign, federal, and state deferred tax assets as of December 31, 2021 and 2020. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Results of Operations

2020 Compared With 2019

Consolidated Operations
As Restated
(in thousands)20202019Total
Change
DivestitureOperationsForeign
Exchange
Net Revenues
Industrial$499,209 $684,637 $(185,428)$(87,300)$(100,595)$2,466 
Aerospace & Defense266,010 272,625 (6,615)— (7,363)749 
Consolidated Net Revenues$765,219 $957,262 $(192,043)$(87,300)$(107,958)$3,215 

Net revenues in 2020 were $765.2 million, a decrease of $192.0 million from 2019 primarily driven by lower revenue as a result of lower operational results of $107.9 million and divestitures of $87.3 million, partially offset by favorable exchange of $3.2 million.

29



The following table present information on net revenues and operating income of our business segments, along with a reconciliation of total segment operating income to the Company's consolidated operating income.
As Restated
(in thousands)20202019Change
Net Revenues
Industrial$499,209 $684,637 $(185,428)
Aerospace & Defense266,010 272,625 (6,615)
Consolidated Net Revenues$765,219 $957,262 $(192,043)
Operating Income
Industrial - Segment Operating Income27,025 83,058 $(56,033)
A&D - Segment Operating Income58,379 52,030 6,349 
Corporate expenses(30,378)(33,820)3,442 
Subtotal55,026 101,268 (46,242)
Restructuring charges, net4,945 5,186 (241)
Special charges, net(39,248)16,362 (55,610)
Special and restructuring charges (recoveries), net (1)(34,303)21,548 (55,851)
Restructuring related inventory (recoveries) charges, net (1)(251)(820)569 
Amortization of inventory step-up— — — 
Impairment charges138,078 — 138,078 
Acquisition amortization42,463 45,715 (3,252)
Acquisition depreciation3,986 4,352 (366)
Restructuring and other cost, net184,276 49,247 135,029 
Consolidated Operating Income$(94,947)$30,473 $(125,420)
Consolidated Operating Margin(12.4)%3.2 %
(1) See Note 6, Special and Restructuring Charges (Recoveries), net of the consolidated financial statements, for additional details.

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Industrial Segment

As Restated
(in thousands, except percentages)20202019Change
Orders$481,609 $662,862 $(181,253)
Net Revenues as reported$499,209 $684,637 $(185,428)
Net Revenues excluding divestiture (1)494,309 597,337 (103,028)
Segment Operating Income as reported27,025 83,058 (56,033)
Segment Operating Income excluding divestiture (2)27,025 66,527 (39,502)
Segment Operating Margin as reported5.4 %12.1 %
Segment Operating Margin excluding divestiture (2)5.5 %12.3 %
(1) ) Adjusted for the January 2020 divestiture of our Instrumentation & Sampling business and the August 2019 divestiture of certain assets and liabilities related to our Spence and Nicholson product lines. The Instrumentation and Sampling business generated revenues of $4.9 million and $78.6 million for the years ended December 31, 2020 and December 31, 2019, respectively. The Spence and Nicholson product lines generated revenues of $0.0 million and $13.5 million for the year ended December 31, 2020 and December 31, 2019, respectively.
(2) Adjusted for the January 2020 divestiture of our Instrumentation & Sampling business, which contributed $0.0 million and $13.8 million to segment operating income for the years ended December 31, 2020 and December 31, 2019, respectively, and the August 2019 divestiture of certain assets and liabilities related to our Spence and Nicholson product lines, which contributed $0.0 million and $3.5 million to segment operating income for the years ended December 31, 2020 and December 31, 2019, respectively
Industrial segment orders decreased $181.3 million, or 27%, in 2020 compared to 2019. The decrease was primarily driven by the impact from divestitures of $88.1 million and reductions in the Valves businesses of 45% and the Pumps businesses of 7%.

Industrial segment net revenues decreased $185.4 million, or 27%, in 2020 compared to 2019. Segment net revenues excluding divestitures and the impact of foreign exchange decreased $100.6 million due to the timing of projects in the Pumps businesses driving a decrease of 11% and reduction in the Valves businesses of 44%.

Industrial segment operating income decreased $56.0 million, or 67%, in 2020 compared to 2019. Segment operating income excluding divestitures decreased $39.5 million, or 48% to $27.0 million for 2020 compared to $66.5 million for 2019, driven by decreases in the Pumps businesses of 33% and the Valves of 84% partially offset by operational efficiencies in headquarters.

Aerospace & Defense Segment

As Restated
(in thousands, except percentages)20202019Change
Orders$254,547 $313,939 $(59,392)
Net Revenues266,010 272,625 $(6,615)
Segment Operating Income58,379 52,030 6,349 
Segment Operating Margin21.9 %19.1 %

Aerospace & Defense segment orders decreased $59.4 million, or $19% to $254.5 million in 2020 compared to $313.9 million in 2019, driven by decreases in our Defense businesses of 5% and our Aerospace businesses of 35%.

Aerospace & Defense segment net revenues decreased by $6.6 million, or 2% in 2020 compared to 2019. The decrease was driven by our Aerospace businesses of 28%, partially offset by increases in the Defense businesses 19%.

Segment operating income increased $6.3 million, or 12% to $58.4 million for 2020 compared to $52.0 million for 2019. The increase in operating income was driven by improved pricing and cost actions taken to mitigate the impact of the COVID-19 pandemic.

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Corporate Expenses

Corporate expenses decreased $3.4 million to $30.4 million for 2020. This decrease was primarily driven by ongoing cost savings initiatives and lower travel expenses due to global travel restrictions related to COVID-19.

Special and Restructuring charges, net

During 2020, the Company recorded a total of $34.3 million in recovery of special and restructuring charges compared to $21.5 million of special and restructuring charges in 2019. The recovery is a result of the net gain on sale of our Instrumentation & Sampling business, offset by professional fees related to an unsolicited tender offer to acquire the Company and other restructuring costs associated with our simplification efforts, primarily in our Industrial Segment. The increase in recovery of special and restructuring charges in 2020 compared to 2019 was primarily driven by the net gain on sale of our Instrumentation & Sampling business. In our consolidated statements of operations, these recoveries are recorded in special and restructuring (recoveries) charges, net. These restructuring charges and other special charges are described in further detail in Note 6, Special and Restructuring Charges (Recoveries), net, of the consolidated financial statements included in this Annual Report.
Other cost (Recoveries), net

During 2020, the Company recorded a total of $183.5 million of impairment and other costs, net, including Industrial reporting unit goodwill impairment in the amount of $138.1 million. Included in these charges are plant, property, and equipment depreciation related to the step-up in fair value as part of our acquisition of the FH duringbusiness, intangible amortization in connection with acquisitions subsequent to December 31, 2011, and step-up in fair value of inventory acquired as part of our FH acquisition. These charges are recorded in either selling, general and administrative expenses or cost of revenues based upon the fourth quarternature of 2017.the underlying asset.


Interest Expense, Net 

Interest expense decreased $14.4 million to $34.2 million for 2020. The change in interest expense was primarily due to lower debt balances.

Other Income, Net

Other Expense (Income), Net
Other expense,income, net, was $7.4$1.6 million for 20182020 compared to other income, net of $3.7$0.9 million in 2017.2019. The difference of $11.1$0.7 million primarily relates to net pension income for the retirement plans we acquired as part of the FH acquisition. Effective January 1, 2018 all pension gains and losses are to be recorded in the Other (Income) Expense, net caption on our condensed consolidated statement of (loss) income. In addition, we had gains related to changes inPension Income was partially offset by unfavorable foreign currency in 2018 whereas in 2017 we had losses associated with foreign currency.translation.


Comprehensive (Loss) Income


Comprehensive income decreased $123.7loss increased $77.8 million, from a comprehensive incomeloss position of $51.3$149.0 million for the year-ended December 31, 20172019 to a comprehensive loss position of $72.4$226.8 million for the year-ended December 31, 2018,2020. This change was primarily driven
by $21.9an increase in net loss of $77.7 million in unfavorable foreign currency balance sheet remeasurements. These unfavorable foreign currency balance sheet remeasurements were drivenour continued operations caused by impairment of goodwill of $138.1 million and increased income taxes of $42.1 million, partially offset by net gain on the Euro ($12.7 million).sale of the Instrumentation & Sampling business of $53.2 million and reduced losses in our discontinued operations of $74.0 million as the Distributed Valve business was divested during the year.


As of December 31, 2018,2020, we had a cumulative currency translation adjustment of $18.1$18.2 million regardingin Accumulated Other Comprehensive Loss for our Brazil entity. If we were to cease to have a controlling financial interest in the Brazil entity or otherwise satisfy criteria for reclassification of the amount from Accumulated Other Comprehensive Loss to earnings, we would incurrecognize a non-cash charge of $18.1$18.2 million based on December 31, 2020 balances, which would be included as a special charge within the resultsconsolidated statements of operations.

32



(Benefit from) Provision for Income Taxes

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21%; limitations on the deductibility of interest expense and executive compensation; creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; global intangible low-taxed income ("GILTI"); and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system . The change to a modified territorial tax system resulted in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”), with future distributions not subject to U.S. federal income tax when repatriated. A majority of the provisions in the Tax Act are effective January 1, 2018 and have been reflected in our financial statements. With respect to GILTI, the company has adopted a policy to account for this provision as a period cost.

In response to the Tax Act, the SEC staff issued guidance on accounting for the tax effects of the Tax Act. The guidance provided a one-year measurement period for companies to complete the accounting.

In connection with our initial analysis of the impact of the Tax Act, we had recorded a provisional estimate of $0.5 million net tax benefit for the period ended December 31, 2017. This benefit consists of provisional estimates of zero net expense for the Transition Tax liability, and $0.5 million benefit from the remeasurement of our deferred tax assets/liabilities due to the corporate rate reduction. On a provisional basis, the Company did not expect to owe the one-time Transition Tax liability, based on foreign tax pools that are in excess of U.S. tax rates. We have now finalized our accounting and these estimates did not change. The impact of the Tax Act resulted in a valuation allowance on a portion of our U.S. foreign tax credit carryforwards (deferred tax asset), in the amount of a $10.9 million expense, which was recorded in 2018.


27




The table below outlines the change in effective tax rate for 2018 2020 and 2017 (in2019 (in thousands, except percentages).


As Restated
20202019Change
Income (Loss) Before Tax$(127,572)$(17,258)$(110,314)
Expected federal income tax rate21.0%21.0%—%
State income taxes, net of federal tax benefit(2.1)9.1(11.2)
Impairment(6.5)(6.5)
US permanent differences(1.0)1.0
Foreign tax rate differential2.8(23.5)26.3
Tax reserve(0.6)(0.2)(0.4)
Rate Change(0.1)3.5(3.6)
GILTI(2.3)2.3
Unbenefitted Losses(0.3)0.3
Intercompany Financing17.8(17.8)
Prior period adjustment1.425.8(24.4)
Dispositions(0.7)(129.4)128.7
Valuation Allowance(59.1)(59.1)
Other, net0.4(9.4)9.8
Foreign-derived intangible income ("FDII")6.3(6.3)
Equity compensation(0.3)(0.7)0.4
Research and development7.7(7.7)
Effective tax rate(43.8)%(75.6)%31.8%
 2018 2017 Change
Income/ (Loss) Before Tax$(36,094) $6,113 $(42,207)
      
US tax rate21.0% 35.0% (14.0)%
State taxes3.1% 0.3% 2.9%
US permanent differences0.9% 2.5% (1.6)%
Foreign tax rate differential(3.7)% (30.0)% 26.3%
Unbenefited foreign losses(3.6)% 2.8% (6.4)%
GILTI impact(5.5)% —% (5.5)%
Intercompany financing8.4% (10.7)% 19.1%
Non-taxable CFS purchase consideration$— (69.3)% 69.3%
Foreign tax credit writeoff(30.8)%  (30.8)%
Tax reserve0.8% (16.2)% 17.0%
Other0.1% (7.3)% 6.7%
Total(9.1)% (92.9)% 83.1%
      


Restructuring Actions

During 2018Management assesses the available positive and 2017,negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On July 9, 2020, the US Department of the Treasury ("Treasury") and Internal Revenue Service released final regulations ("Final Regulations") that provide guidance on the section 250 deduction for foreign-derived intangible income ("FDII") and global intangible low-taxed income ("GILTI"). In addition, on July 20, 2020, Treasury released proposed regulations ("Proposed Regulations") concerning GILTI. Based on the expected impact of these regulations, we initiated certain restructuring actions (the "2018 Actions"believe less reliance should be placed on the US taxation of foreign earnings, which would adversely impact our ability to realize our US deferred tax assets. With the release of the Final Regulations during the third quarter of 2020, coupled with the negative evidence of cumulative losses in the US, the negative evidence outweighed the positive evidence as of the third quarter of 2020. As such, the Company has not relied on projections of future taxable income in our assessment of the realization of deferred tax assets at September 27, 2020, and "the 2017 Actions"), respectively. Under these restructurings, we reduced costs, primarily through reductionsrecognized a valuation allowance of $42.2 million in workforce and closingincome tax expense in the third quarter of 2020. In addition, the Company recorded a numbervaluation allowance related to German deferred tax assets of smaller facilities. In$14.8 million in income tax expense in the fourth quarter of 2018,2020. The Company relied solely on the Company announcedexpected reversal of taxable temporary differences to support the closure and discontinuance of manufacturing operations at the Energy Group's Oklahoma City site ("OKC Closure"), as manufacturing will move primarily to Monterrey, Mexico.

The table below (in millions) outlines the cumulative effects on past and future earnings resulting from our announced restructuring plans.
 Cumulative Planned Savings Cumulative Projected Savings Expected Periods of Savings Realization
OKC Closure (Note 1)$1.0
 $1.0
 Q4 2018 - Q4 2019
2018 Actions8.2
 8.2
 Q2 2018 - Q3 2019
2017 Actions6.9
 6.9
 Q2 2017 - Q4 2018
Total Savings$16.1
 $16.1
  
      
Note 1 - Savings figures above represent only the structural savings as a result of the closure and exit of the manufacturing facility at the Energy Group's Oklahoma City site. As part of this action, we expect margin expansion within our Energy Group primarily due to the lower labor rates in Mexico as we deliver on the volume. The savings amounts above do not include the benefit from the anticipated margin expansion.

As shown in the table above, our projected cumulative restructuring savings are aligned with our cumulative planned savings amounts. The expected periods of realizationrealizability of the restructuring savings are fairly consistent with our original plans. Our restructuring actions are funded by cash generated by operations.

We expect to incur restructuring related special charges between $0.1 million and $0.2 million to complete the 2018 Actions during the first quarter of 2019. We expect to incur net restructuring related charges between $1.0 million and $1.5 million to complete the OKC Closure ending by the first half of 2019. The OKC Closure net restructuring charge projection does not contemplate the potential benefit of selling the facility. The 2017 Actions were finalized during the fourth quarter of 2017.


28




Results of Operations

2017 Compared With 2016

Consolidated Operations
(in thousands)2017 2016 
Total
Change
 Acquisitions Operations 
Foreign
Exchange
Net Revenues           
Energy$339,617
 $305,939
 $33,678
 $51,381
 $(19,074) $1,371
Aerospace & Defense182,983
 166,127
 16,856
 2,689
 14,638
 (471)
Industrial$139,110
 $118,193
 20,917
 $25,482
 $(5,625) $1,060
Consolidated Net Revenues$661,710
 $590,259
 $71,451
 $79,552
 $(10,061) $1,960

Net revenues in 2017 were $661.7 million, an increase of $71.5 million from 2016. The increase in net revenue was primarily driven through our acquisitions of Critical Flow Solutions ("CFS") in October 2016 ($43.1 million), our December 2017 acquisition of Fluid Handling ($36.5M), along with favorable F/X gains for $2.0 million, partially offset by operating losses of $(10.1 million) in aggregate.

Segment Results

The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates a comparison of performance for determining incentive compensation achievement.

29





(in thousands)2017 2016 Change
Net Revenues     
Energy$339,617
 $305,939
 $33,678
Aerospace & Defense182,983
 166,127
 16,856
Industrial$139,110
 $118,193
 20,917
Consolidated Net Revenues$661,710
 $590,259
 $71,451
     $
Operating Income    
Energy - Segment Operating Income30,131

$32,651
 $(2,520)
A&D - Segment Operating Income23,375

15,368
 8,007
Industrial - Segment Operating Income19,932
 20,056
 (124)
Corporate expenses(21,744) (25,672) 3,928
Subtotal51,694
 42,403
 9,291
Restructuring charges, net6,062
 8,975
 (2,913)
Special charges, net7,989
 8,196
 (207)
Special and restructuring charges, net (1)14,051
 17,171
 (3,120)
Restructuring related inventory charges (1)
 2,846
 (2,846)
Amortization of inventory step-up4,300
 1,366
 2,934
Impairment charges
 208
 (208)
Acquisition amortization12,542
 9,901
 2,641
Acquisition depreciation233
 
 233
Brazil restatement impact
 
 
Restructuring and other cost, net17,075
 14,321
 2,754
Consolidated Operating Income$20,568
 $10,911
 $9,657
      
Consolidated Operating Margin3.1% 1.8%  
      
(1) See Note 5 "Special and Restructuring charges, net" of the consolidated financial statements, for additional details.

Energy Segment
(in thousands)2017 2016 Change
Net Revenues$339,617
 $305,939
 $33,678
Segment Operating Income30,131
 32,651
 (2,520)
Segment Operating Margin8.9% 10.7%  

Energy segment net revenues increased $33.7 million, or 11%, in 2017 compared to 2016. The increase was primarily driven by our Refinery Valves business (+21%), our North American short-cycle business (+12%) and the Reliability Services business (3%), partially offset by declines in our large international projects business (-20%) and other oil & gas business (-4%).

Segment operating income decreased $(2.5) million, or 7.7%, from 2016 to 2017 to $30.1 million for 2017 compared to $32.7 million. The decrease in segment operating income was primarily due to the significant revenue decline in the large international projects business (-62%), along with revenue decline in our instrumentation & sampling (-17%), and our other oil & gas business (-11%) partially offset by increased shipment volumes within our North American short-cycle business (+30%), our Refinery Valves business (+25%), the Reliability Services business (+5%) and our Pipeline business (+5%).

30




Energy segment orders increased $121.3 million, or 48%, to $376.0 million for 2017 compared to $254.8 million in 2016, primarily due to CFS, along with increased orders in our North American short-cycle business due to improved demand and higher production activity in the U.S. shale plays, partially offset by lower orders in our large international projects business due to a significant reduction in capital expenditures for exploration and production by the major oil companies resulting in fewer projects.

           
QUARTERLY ENERGY SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20162017
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders67,22154,50651,50881,511254,746100,01273,14084,857118,030376,039
Net Revenues79,50976,41865,07384,939305,93976,21078,27688,57096,561339,617
Operating Income8,7568,7946,3928,71632,6586,4078,1706,9368,61830,131
Operating Margin11.0%11.5%9.8%10.3%10.7%8.4%10.4%7.8%8.9%8.9%
Backlog (1)118,50893,89480,613119,551119,551142,752140,102138,811182,999182,999
(1) at end of period.          

Aerospace & Defense Segment

(in thousands)2017 2016 Change
Net Revenues$182,983
 $166,127
 $16,856
Segment Operating Income23,375
 15,368
 8,007
Segment Operating Margin12.8% 9.3%  

Aerospace & Defense segment net revenues increased by $16.9 million, or 10 %, in 2017 compared to 2016. The increase was primarily driven by increases in our U.S. Fluid Control businesses (+5%), our U.K. defense business (+3%) and our U.S. defense business (+2%). The increase in net revenues is due to higher production rates on a number of large platforms, and improved pricing on certain programs.

Segment operating income increased $8.0 million, or 52%, to $23.4 million for 2017 compared to $15.4 million for 2016. The increase in operating income was primarily as a result of improved pricing and operational efficiencies within our fluid and actuation businesses (+54%), our U.K. defense business (+20%), and our French business (6%), partially offset by declines due to operational inefficiencies in our Aerospace & Defense headquarters (-28%).
Aerospace & Defense segment orders increased $28.8 million, or 17%, to $193.6 million for 2017 compared to $164.7 million in 2016, primarily due to our aerospace and defense businesses.
           
QUARTERLY A&D SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20162017
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders41,14451,51836,40235,663164,72756,41639,90245,93951,278193,535
Net Revenues42,07840,03338,86345,153166,12741,60143,30441,11756,961182,983
Operating Income3,7033,2423,4994,92515,3693,7844,3744,33310,88423,375
Operating Margin8.8%8.1%9.0%10.9%9.3%9.1%10.1%10.5%19.1%12.8%
Backlog (1)96,559106,207103,25990,47790,477106,178105,741108,157163,694163,694
(1) At end of period.        

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Industrial Segment

(in thousands)2017 2016 Change
Net Revenues$139,110
 $118,193
 $20,917
Segment Operating Income19,932
 20,056
 (124)
Segment Operating Margin14.3% 17.0%  

Industrial segment net revenues increased by $20.9 million, or 18 %, in 2017 compared to 2016. The increase was primarily driven by increases in the Pumps Businesses that we acquired in the FH acquisition (+22%), partially offset by decreases in our Valves North America business (-5%).

Segment operating income remained stagnant, with a decrease of $0.1 million, or 1%, to $19.9 million for 2017 compared to $20.1 million for 2016. The decrease in operating income was primarily driven by our Valves EMEA business (-31%), partially offset by increases in the Pumps Businesses (+19%), and our Valves North America business (+12%).

Industrial segment orders increased $25.7 million, or 24%, to $132.0 million for 2017 compared to $106.3 million in 2016. The change in segment orders is primarily attributed to the Pumps Businesses acquired in the FH acquisition during 2017.

           
QUARTERLY INDUSTRIAL SEGMENT INFORMATION
(in thousands, except percentages)
(unaudited)
           
 20162017
 1ST QTR2ND QTR3RD QTR4TH QTRTOTAL1ST QTR2ND QTR3RD QTR4TH QTRTOTAL
Orders28,41829,29323,40825,143106,26227,65429,88927,29647,154131,993
Net Revenues29,21129,94130,89728,144118,19327,39729,65130,00652,056139,110
Operating Income5,2895,3214,8714,57420,0554,3844,9015,6754,97219,932
Operating Margin18.1%17.8%15.8%16.3%17.0%16.0%16.5%18.9%9.6%14.3%
Backlog (1)44,99643,94836,38432,36632,36632,87833,75131,286155,786155,786
(1) at end of period.        

Corporate Expenses

Corporate expenses decreased $3.9 million to $21.7 million for 2017. This decrease was primarily driven by lower variable compensation costs and reduced professional fees.

Special and Restructuring charges, net and other charges

During 2017, the Company recorded a total of $14.1 million of Special and restructuring charges. In our statement of operations, these charges are recorded in Special and restructuring charges, net. These costs are primarily related to our simplification and restructuring efforts. These restructuring charges and other special charges are described in further detail in Note 5, "Special and Restructuring charges, net", of the consolidated financial statements included in this Annual Report.
Interest Expense, Net
Interest expense increased $7.5 million to $10.8 million for 2017. This change in interest expense was primarily due to higher outstanding debt balances during the period as a result of the FH acquisition.


32




Other (Income) Expense, Net
Other expense, net, was $3.7 million for 2017 compared to other income, net of $2.1 million in 2016. The difference of $5.8 million was primarily due to the impact of foreign currency fluctuations.
Comprehensive (Loss) Income

Comprehensive income increased $51.5 million, from a comprehensive loss of $0.2 million for the year-ended December 31, 2016 to comprehensive income of $51.3 million for the year-ended December 31, 2017, primarily driven by an increase of $47.6 million in favorable foreign currency balance sheet remeasurement. These favorable foreign currency balance sheet remeasurement were driven by the Euro ($40.6 million).

(Benefit from) Provision for Income Taxes
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). A majority of the provisions in the Tax Act are effective January 1, 2018.
In response to the Tax Act, the SEC staff issued guidance on accounting for the tax effects of the Tax Act. The guidance provides a one-year measurement period for companies to complete the accounting. We reflected the income tax effects of those aspects of the Tax Act for which the accounting is complete. To the extent our accounting for certain income tax effects of the Tax Act is incomplete but we are able to determine a reasonable estimate, we recorded a provisional estimate in the financial statements. For items that we could not determine a provisional estimate to be included in the financial statements, we continued to apply the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
In connection with our initial analysis of the impact of the Tax Act, we recorded a provisional estimate of $0.5 million net tax benefit for the period ended December 31, 2017. This benefit consists of provisional estimates of zero net expense for the Transition Tax liability, and $0.5 million benefit from the remeasurement of our deferred tax assets/liabilities due to the corporate rate reduction. On a provisional basis, the Company did not expect to owe the one-time Transition Tax liability, based on foreign tax pools that are in excess of U.S. tax rates. We were in process of determining the impact of the Tax Act on our U.S. foreign tax credit carryforwards (deferred tax asset), and were unable to record a provisional estimate at December 31, 2017.
We have not completed our accounting for the income tax effects of certain elements of the Tax Act. The Tax Act creates a new requirement that certain income, such as Global Intangible Low-Taxed Income (“GILTI”), earned by a controlled foreign corporation must be included in the gross income of its U.S. shareholder. Because of the complexity of the new GILTI and BEAT tax rules, we are continuing to evaluate the impact of these provisions and whether taxes due on future U.S. inclusions related to GILTI or BEAT should be recorded as a current period expense when incurred, or factored into the measurement of deferred taxes. As a result, we have not included an estimate of the tax expense or benefit related to these items for the period ended December 31, 2017. 
The effective tax rate was -93% for 2017 compared to -4% for 2016. The primary drivers for the lower tax rate in 2017 included non-taxable income from reduction of an acquisition-related earnout (-69%), the establishment of a valuation allowance in 2016 for certain state net operating loss carryforwards (-19%), change in tax reserves (-15%), reduced foreign losses in 2017 with no tax benefit (-12%), provisional revaluation of certain U.S.German deferred tax assets and liabilities underno reliance was placed on projections of future taxable income.

As of December 31, 2020 and 2019, the Tax Act (-8%),Company maintained a total valuation allowance of $138.7 million and $47.0 million, respectively, which relates to foreign, federal, and state deferred tax assets as described in more detail in Note 8, "Income Taxes",of December 31, 2020 and 2019. The amount of the consolidated financial statements includeddeferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in this Annual Report,the form of cumulative losses is no longer present and mix of lower taxed foreign earningsadditional weight is given to U.S. earnings (-5%). This was partially offset by the tax benefit associated with the repatriation of foreign earnings which we completed in 2016 (+27%), state income taxes (+5%), and nondeductible transaction costs (+5%).subjective evidence such as our projections for growth.



33




Liquidity and Capital Resources
 
Our liquidity needs arise primarily from capital investment in machinery, equipment and the improvement of facilities, funding working capital requirements to support business growth initiatives, acquisitions, and debt service costs.costs, and acquisitions. We have historically generated cash from operations and remain in a strong financial position, with resources available for reinvestment in existing businesses strategic acquisitions and managing our capital structure on a short and long-term basis.

33
We completed



Cash Flow Activities for the acquisition of FH onYear Ended December 11, 2017. The total consideration paid31, 2021 Compared to acquire FH consisted of $542 million in cash, 3,283,424 unregistered shares of our common stock and the assumption of net pension and post-retirement liabilities of FH. We financed the cash consideration through a combination of committed debt financing and cash on hand. Refer to Note 4, “Business Acquisitions,” of the consolidated financial statements included in this Annual Report, for details. As a result of the transaction we incurred significant debt, including secured indebtedness, as described below.Year Ended December 31, 2020

The following table summarizes our cash flow activities for the year-ended indicated (in thousands):
 
As Restated
2018 2017 2016202120202019
Cash flow provided by (used in):     Cash flow provided by (used in):
Operating activities$53,994
 $9,637
 $59,399
Operating activities$10,448 $(22,481)$14,628 
Investing activities$(16,877) $(502,124) $(210,481)Investing activities(2,705)144,295 153,036 
Financing activities(74,073) 535,568
 158,764
Financing activities(11,528)(134,139)(153,672)
Effect of exchange rate changes on cash and cash equivalents(5,812) 8,996
 (3,944)Effect of exchange rate changes on cash and cash equivalents(3,448)3,878 278 
Increase (decrease) in cash and cash equivalents (1)$(42,768) $52,077
 $3,738
$(7,233)$(8,447)$14,270 
     
(1) Pursuant to the terms of the FH purchase agreement, $64.5 million of the cash balance as of December 31, 2017 was due back to Colfax Corporation (“Colfax”), which has been reflected as a current liability within the December 31, 2017, balance sheet. Amounts were fully settled during 2018.
 
Cash Flow Activities for the Year Ended December 31, 2018 Compared to the Year Ended December 31, 2017

During the year ended December 31, 2018, we generated $54.0 million in2021, cash flow fromprovided by operating activities was $10.4 million compared to $9.6$22.5 million used during the year ended December 31, 2017.2020. The $44.4$32.9 million increase in operating cash flows was primarily driven by $26.9 milliona decrease in our net loss from continuing operations, the non-repeat of working capital changes primarily dueone-time professional fees, and the non-repeat of one-time transition costs related to improved managementthe exit of inventorythe upstream oil & gas business. The increase was also driven by an improvement in cash provided by accounts payable, partially offset by lower cash provided by accounts receivable and cash collection on outstanding trade receivables and higher cash related earnings of $17.5 million.inventories.


During the year ended December 31, 2018, we2021, cash used $16.9 million forin investing activities aswas $2.7 million compared to $502.1$144.3 million generated during the year ended December 31, 2017.2020. The $485.2$147.0 million year over year decrease in cash provided was primarily due to cash generated from sales of businesses during the year ended December 31, 2020.

During the year ended December 31, 2021, cash used in financing activities was $11.5 million compared to $134.1 million used during the year ended December 31, 2020. The $122.6 million year over year decrease in cash used was primarilyby financing activities is driven by our purchase$515.6 million of the FH business in December of 2017.

During the year ended December 31, 2018, we used $74.1 millionhigher proceeds from financing activities as compared to cash generated of $535.6 million during the year ended December 31, 2017. The $609.6 million year over year decrease in cash generatedlong-term debt resulting from financing activities was primarily related to our purchase of the FH business. On December 11, 2017, we borrowed $785.0 million under a new term loan and entered into a new $150.0 million revolving line of credit on which we drew $40.0 million. Proceeds from these borrowings were used to fund the acquisition of FH and repay $97.5 million and $176.0secured Credit Agreement partially offset by $376.6 million of outstandinghigher payments of long-term debt under our previous term loan and revolving line$12.2 million of credit, respectively.debt issuance costs.


As of December 31, 2018,2021, total debt (including current portion) was $786.0$513.3 million compared to $795.2$509.5 million at December 31, 2017.2020. Total debt is net of unamortized term loandebt discount and debt issuance costs of $21.0$13.0 million and $23.7$12.0 million at December 31, 20182021 and 2017,2020, respectively. Total debt as a percentage of total shareholders’ equity was 149%384% as of December 31, 20182021 compared to 132%333% as of December 31, 2017.2020. As of December 31, 2018,2021, we had available capacity to borrow an additional $84.5$75.3 million under our revolving credit facility.

As a result of a significant portion of our cash balances being denominated in Euros, the strengthening of the U.S. Dollar resulted in a $5.8 million increase in reported cash balances.

We entered into a new secured Credit Agreement, dated as of December 11, 2017 ("20, 2021 (“New Credit Agreement"Agreement”), which provides for a $150.0$100.0 million revolving line of credit with a five year maturity and a $785.0$530.0 million term loan with a seven year maturity

34




of which the term loan was funded in full at closing of the FH acquisition in full. We entered intoclosing. This New Credit Agreement replaced and terminated the Credit Agreement to fund acquisitions, such asdated December 11, 2017 (“Prior Credit Agreement”) under which the acquisition of FH, to support our operational growth initiatives and working capital needs, and for general corporate purposes. As of December 31, 2018, weCompany had borrowings of $786.0$492.0 million outstanding under ouron its term loan and $38.7 million on its revolving line of credit facility and $70.7 million outstanding under lettersas of, credit.December 20, 2021.

The New Credit Agreement contains covenants that require, among other items, maintenance of certain financial ratios and also limits our ability to: enter into secured and unsecured borrowing arrangements; issue dividends to shareholders; acquire and dispose of businesses; invest in capital equipment; transfer assets among domestic and international entities; participate in certain higher yielding long-term investment vehicles; and issue certain types of additional shares of our stock which limits our ability to borrow under the credit facility. The primary financial covenant is first lientotal net leverage, a ratio of total secured debt (less cash and cash equivalents)equivalents up to a maximum of $75.0 million) to total earnings before interest expense, taxes, depreciation, and amortization based on the 12 months endedfour fiscal quarters at the testing period.

As of December 31, 2021, we had no borrowings outstanding under our revolving credit facility, $525.0 million gross borrowings under our term loan, $1.3 million other short-term borrowings, and $32.5 million borrowings outstanding under letters of credit. We were in compliance with all financial covenants related to our existing debt obligationsthe New Credit Agreement at December 31, 20182021 and we believe it is likely that we will continue to meet such covenants for at least the next twelve months from date of issuance of the financial statements.
 
34



The ratio of current assets to current liabilities was 2.3:1 at December 31, 2018 compared to 2.0:1 at December 31, 2017.2021 compared to 2.2:1 at December 31, 2020. As of December 31, 2018,2021, cash and cash equivalents totaled $68.5$59.9 million and was substantially all held in foreign bank accounts. This compares to $110.4$66.9 million of cash and cash equivalents as of December 31, 2017, of which $65.3 million was payable to Colfax Corporation2020, with balances all substantially held in foreign bank accounts. The cash and cash equivalents located at our foreign subsidiaries may notThese funds are considered indefinitely reinvested to be repatriatedused to expand operations either organically or through acquisitions outside of the United States or other jurisdictions without significant tax implications. On a provisional basis, the Company does not expect to owe the one-time Transition Tax liability, based on foreign tax pools that are in excess of U.S. tax rates.  We believe that our U.S. based subsidiaries, in the aggregate, will generate positive operating cash flows and in addition we may utilize our Credit Agreement for U.S. based cash needs.States.


In 2019,2022, we expect to generate positive cash flow from operating activities sufficient to support our capital expenditures and service our debt. Based on our expected cash flows from operations and contractually available borrowings under our credit facility, we expect to have sufficient liquidity to fund working capital needs and future growth over at least the next twelve months from date of filing the 20182021 financial statements. In February 2018, we announced the suspension of our nominal dividend, as part of our overall capital deployment strategy.


Cash Flow Activities for the Year Ended December 31, 20172020 Compared to the Year Ended December 31, 20162019


During the year ended December 31, 2017,2020, we generated $9.6used $22.5 million in cash flow from operating activities compared to $59.4generating $14.6 million during the year ended December 31, 2016.2019. The $49.8$37.1 million decrease in operating cash was primarily driven by working capital changes including increased inventory purchaseslower income from continuing operations, payment of $55.6 million primarilyone-time professional fees, and transition costs related to the demand ramp-up in our North American distributed valvesexiting the upstream oil & gas business, partially offset by operatinghigher cash increases of $8.4 million due to the timing of vendor payments.flows from inventory.

During the year ended December 31, 2017,2020, we used $502.1generated $144.3 million forfrom investing activities as compared to $210.5generating $153.6 million during the year ended December 31, 2016.2019. The $291.6$9.3 million year over year increasedecrease in cash usedprovided was primarily driven by our purchase of the FH businesscash used in December 2017.discontinued investing activities.

During the year ended December 31, 2017,2020, we generated $535.6used $133.4 million in cash from financing activities as compared to cash generatedused of $158.8$153.1 million during the year ended December 31, 2016.2019. The $376.8$19.7 million year over year increasedecrease in cash generated fromused by financing activities was primarily related to our purchaseresulted from lower repayment of the FH business in December 2017. On December 11, 2017, we borrowed $785.0 million under a newlong term loan and entered into a new $150.0 million revolving line of credit on which we drew $40.0 million. Proceeds from these borrowings were used to fund the acquisition of FH and repay $97.5 million and $176.0 million of outstanding debt under our previous term loan and revolving line of credit, respectively.partially offset by lower proceeds.

As of December 31, 2017,2020, total debt (including current portion) was $795.2$509.5 million compared to $251.2$637.4 million at December 31, 2016 due to borrowings from the Credit Agreement related to the acquisition2019. Total debt is net of Fluid Handling.unamortized term loan debt issuance costs of $12.1 million and $17.6 million at December 31, 2020 and 2019, respectively. Total debt as a percentage of total shareholders’ equity was 131%333% as of December 31, 20172020 compared to 62%171% as of December 31, 2016.2019. As of December 31, 2017,2020, we had available capacity to borrow an additional $86.1$91.7 million under our revolving credit facility.
As a result of a significant portion of our cash balances being denominated in Euros and Canadian Dollars, the strengthening of the U.S. Dollar resulted in a $9.0 million increase in reported cash balances.
As of December 31, 2017,2020, we had borrowings of $795.2$507.9 million outstanding under our credit facility, $1.6 million in other short-term borrowings, and $77.7$39.3 million outstanding under letters of credit. We were in compliance with all financial covenants related to our existing debt obligations at December 31, 2017.

35





The ratio of current assets to current liabilities was 2.0:2.2:1 at December 31, 20172020 compared to 3.1:2.1:1 at December 31, 2016.2019. As of December 31, 2017,2020, cash and cash equivalents totaled $110.4$66.9 million of which $65.3 millionand was payable back to Colfax Corporation. These cash and cash equivalent balances were substantially all held in foreign bank accounts. This compares to $58.3$75.8 million of cash and cash equivalents as of December 31, 20162019, with balances substantially all of which was also held in foreign bank accounts. These funds are considered indefinitely reinvested to be used to expand operations either organically or through acquisitions outside of the United States.


On February 26, 2020, the Company amended its term loan to lower the interest rate associated with the applicable margin calculation. The new terms lowered the interest rate on the Company's term loan from LIBOR plus an applicable margin of 3.5% to LIBOR plus an applicable margin of 3.25%, based on its existing corporate family rating from Moody's. The applicable margin reduces to LIBOR plus an applicable margin of 3.00% , with a corporate family rating from Moody's of B1 or better.

During the fourth quarter of 2019, the Company entered into a definitive agreement to sell its non-core Instrumentation and Sampling (“I&S”) business to Crane Co. for $172 million, in cash, subject to working capital adjustments. The transaction closed on January 31, 2020. The I&S business manufactures valves, fittings, regulators and sampling systems primarily serving energy end markets. The Company received net cash proceeds from sale of $169.8 and recognized a pre-tax gain on sale of $54.6 million.

35



Significant Contractual Obligations and Commercial Commitments


The following table summarizes our significant contractual obligations and commercial commitments at December 31, 20182021 that affect our liquidity:liquidity (in thousands):
 Payments due by Period
 Total (1) 
Less Than
1 Year
 
1 – 3
Years
 
3 – 5
Years
 
More than
5 years
Contractual Cash Obligations:(in thousands)
Long-term debt, less current portion$807,050
 $7,850
 $
 $29,900
 $769,300
Interest payments on debt227,434
 49,928
 85,983
 66,082
 25,441
Operating leases32,274
 9,481
 10,875
 5,886
 6,032
Total contractual cash obligations$1,066,758
 $67,259
 $96,858
 $101,868
 $800,773
Commercial Commitments:         
U.S. standby letters of credit$35,621
 $26,064
 $8,612
 $945
 $
International standby letters of credit35,047
 22,676
 8,541
 2,320
 1,510
Commercial contract commitments127,566
 119,179
 6,230
 1,907
 250
Total commercial commitments$198,234
 $167,919
 $23,383
 $5,172
 $1,760

In the table above total operating leases exclude $3.5 million related to the Reliability Services Business which the company divested in January 2019. Refer to Note 19, Subsequent Event, for further details of the divestiture.
Payments due by Period
Total (1)Less Than
1 Year
1 – 3
Years
3 – 5
Years
More than
5 years
Contractual Cash Obligations:
Long-term debt, less current portion$526,311 $1,611 $10,600 $10,600 $503,500 
Interest payments on debt190,454 38,997 70,359 57,015 24,083 
Operating leases19,735 4,775 7,187 3,953 3,820 
Total contractual cash obligations$736,500 $45,383 $88,146 $71,568 $531,403 
Commercial Commitments:
U.S. standby letters of credit$24,745 $21,017 $3,728 $— $— 
International standby letters of credit7,731 4,129 2,722 531 349 
Commercial contract commitments100,559 83,576 13,135 3,521 327 
Total commercial commitments$133,035 $108,722 $19,585 $4,052 $676 
 
Our commercial contract commitments primarily relate to open purchase orders of $90.0 million, $10.0 million of which extend to 2023 and beyond.

In accordance with the authoritative guidance for accounting for uncertainty in income taxes, as of December 31, 2018,2021, we had unrecognized tax benefits of $0.6$2.6 million including $0.0and $0.2 million of accrued interest. The Company does not expect the unrecognized tax benefits to change over the next 12 months.


Our commercial contract commitments primarily relateDuring the fiscal year ended December 31, 2021, we made cash contributions of approximately $0.8 million to open purchase ordersour U.S. pension plans and $4.3 million to our foreign pension plans. During the fiscal year ended December 31, 2020, we made cash contributions of $118.3 million, $2.7 million of which extend to 2019 and beyond.

In 2018, 2017, and 2016, we contributed $0.0 million,approximately $0.8 million, and $1.0 million to our qualified defined benefit U.S. pension plan, respectively. plans and $4.1 million for our foreign plans. During the fiscal year ended December 31, 2019, we made cash contributions of approximately $0.8 million to our U.S. plans and $4.3 million for our foreign plans.

In addition, we made $0.4$4.2 million, in payments to our nonqualified supplemental plan for 2018, 2017$0.5 million, and 2016 and we made $0.2 million in payments to our non-U.S. plans in 2017. In connection with a lump sum cash payout option to terminated and vested pension plan participants, during the fourth quarter of 2016 we incurred a $4.5 million pension settlement charge included in net periodic benefit cost which has been recorded within the Special and restructuring charges, net line item. In addition, we made $1.8 million, $2.0 million, $1.5$3.4 million in payments to our 401(k) savings plan for 2018, 20172021, 2020, and 2016,2019, respectively.


In 2019,2022, we expect to make defined benefit plan contributions based on the minimum required funding in accordance with statutory requirements.requirements (approximately $1.0 million in the U.S. and approximately $3.6 million for our foreign plans). The estimates for plan funding for future periods may change as a result of the uncertainties concerning the return on plan assets, the number of plan participants, and other changes in actuarial assumptions. We anticipate fulfilling these commitments through ourthe generation of cash flow from operations.


Off-Balance Sheet Arrangements


Through December 31, 2018,2021, we have not entered into any off-balance sheet arrangements or material transactions with unconsolidated entities or other persons that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
 

36




Item 7A.    Quantitative and Qualitative Disclosures About Market Risk
 
Market Risk


Business performance in the Oiloil & Gasgas refining sector is largely tied to refining margins, which are also driven by the market price of crude oil and gasoline demand. Seasonal factors such as hurricanes and peak gasoline demand in the summer months may also drive high crack spread margins. During periods when high crack spread margins exist, refineries prefer to operate continuously at full capacity. Refiners may decide to delay planned maintenance (commonly called “unit turnarounds”) during these periods to maximize their returns. Refining crack spread margins moderated in 2018, which resulted in unit turnarounds.
36



As a result, the timing of major capital projects in our severe service refinery valves business were impacted. While planned maintenance and unit turnarounds are necessary for safe and efficient operation of the refineries, project timing driven by these factors may continue to create fluctuations in our performance.

The commercial marine market experienced a historically unprecedented decade-long increase in new ship builds beginning in 2004 to meet the increase in global trade demand.  This created an over-supply of capacity that resulted in a slowdown of new ship contracts between 2015 to 2018.  The pumps that we supply to the commercial marine market are first supplied during commissioning of a new vessel, with aftermarket business over the lifetime of that vessel.  While we have experienced increased aftermarket business during the past decade as the global shipping fleet has expanded, the downturn in new ship builds starting in 2015 has negatively impacted our new equipment commercial marine business.  Any extended downturn in the commercial marine market could have a material adverse effect on our business.


Foreign Currency Exchange Risk
 
The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk and interest rate risk. During 2019, the Company entered into a cross-currency swap (“cross-currency swap”) agreement to hedge against future volatility in exchange rates between the U.S. dollar and the Euro. The cross-currency swap was pursuant to an ISDA Master Agreement with Deutsche Bank AG and provided for early termination if the counterparty ceased to be part of the Company’s secured lender group. Concurrent with closing of the New Credit Agreement, the cross-currency swap was terminated in December 2021. For additional information regarding our foreign currency exchange risk refer to Note 16, "Fair Value",13, Financing Arrangements, of the consolidated financial statements included in this Annual Report.

We performed a sensitivity analysis as of December 31, 2018 based on scenarios in which market spot rates are hypothetically changed in order to produce a potential net exposure loss. The hypothetical change was based on a 10 percent strengthening or weakening in the U.S. dollar, whereby all other variables are held constant. The sensitivity analysis indicates that a hypothetical 10 percent adverse movement in foreign currency exchange rates would result in a foreign exchange gain of approximately $0.5 million at December 31, 2018.


Interest Rate Risk


Loans under our credit facility bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by the Company. These loans are subject to interest rate risk as interest rates will be adjusted at each rollover date to the extent such amounts are not repaid. As of December 31, 2018,2021, the annual ratesinterest rate on the revolving loans were 5.9%Company's hedged loan portion was 7.1475%, whereas, the unhedged portion was 5.0%. If there was a hypothetical 100 basis point change in interest rates,In 2018, the annual net impact to earnings and cash flows would be $8.1 million. This hypothetical change in cash flows and earnings has been calculated based on the borrowings outstanding at December 31, 2018 and a 100 basis point per annum change in interest rate applied over a one-year period. We are evaluating entering into a potential fixed rate interest swap arrangement which would result in an increase in interest costs. The Company entered into a hedging agreementan interest rate swap to mitigate the inherent rate risk associated with our outstanding variable rate debt. This hedging instrument matured in April 2022 and the Company is currently unhedged against changes in interest rates. Refer to Note 17, "Fair Value",13, Financing Arrangements, of the consolidated financial statements included in this Annual Report.


Item 8.    Financial Statements and Supplementary Data


Our consolidated financial statements and the related notes thereto are listed in Item 15(a)(1) on the Index to Consolidated Financial Statements.


Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure


None.
 

37






Item 9A.    Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our interim Chief Executive Officer ("CEO") and interim Chief Financial Officer ("CFO") (our principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our CEO and CFO concluded that, as of December 31, 2018, theThe Company’s disclosure controls and procedures were effectiveare designed to provide reasonable assurance that information we disclose in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our principal executive and financial officers, to allow timely decisions regarding disclosure and that such information is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our interim CEO and interim CFO concluded that, as of December 31, 2021, the Company’s disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.


Management’s Report on Internal Control over Financial Reporting


OurThe Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as(as defined in the Exchange Actby Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of ourThe Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's management assessed the effectiveness of internal control over financial reporting as of December 31, 2021, based onupon the framework titled "Internal Control - Integrated Framework"presented in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.(“COSO”). Based on our evaluation under this framework, ourassessment, management concluded that ourthe Company's internal control over financial reporting was not effective as of December 31, 2018.2021, due to the material weaknesses discussed below.


OurA material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

Based on its assessment, Management concluded that deficiencies existed as of December 31, 2018 has been audited2021, as the Company did not maintain a sufficient number of finance, accounting and internal controls personnel across the organization to identify and prevent the misstatements that resulted in the restatement of the prior period financial statements.

This material weakness contributed to the following additional material weaknesses detailed below.
a.The Company did not maintain a sufficient level of centralized oversight over smaller reporting locations. Specifically, the Company did not adequately design controls to validate the completeness and accuracy of amounts that were used in controls designed to mitigate the risks of material misstatements within significant accounts of smaller reporting locations. Also, the Company did not design and maintain effective controls over the preparation, review and approval of cash account reconciliations and did not obtain direct access to bank accounts at certain smaller reporting locations.

b.The Company did not maintain a sufficient complement of effective process level controls at smaller locations to validate activity recorded within the trial balances of smaller reporting locations based on criteria established in Internal Control – Integrated Framework issued by PricewaterhouseCoopers LLP, anthe Committee of Sponsoring Organizations of the Treadway Commission (COSO). Additionally, the Company did not maintain sufficient level of monitoring of that activity at the segment level.

These material weaknesses resulted in misstatements to the Company’s consolidated financial statements across a number of financial statement line items, including but not limited to revenues, net income, goodwill, cash and cash equivalents and other working capital accounts resulting in restatement of the prior period financial statements.

Our independent registered public accounting firm, as stated inErnst & Young LLP, has issued an audit report on their assessment of our internal control over financial reporting. The audit report which is included herein.


ChangesRemediation Plan for Material Weakness in Internal Control over Financial Reporting


There were no changesThe Company has been actively addressing the identified material weaknesses. Actions have been taken to strengthen controls, and further actions are planned including:
a.The Company is in ourthe process of reassessing its staffing needs and adding personnel in key roles or external resources as necessary, to address the identified control gaps
38



b.Redesign monitoring controls to provide more direct and centralized oversight over smaller reporting locations
c.Implement additional controls targeted to prevent and detect a material misstatement arising at smaller reporting locations including an additional control designed to have Corporate independently review cash account reconciliations and obtain direct access to bank accounts of the Company’s smaller reporting locations
d.Continue training on a regular basis related to internal control over financial reporting for finance and accounting personnel
The Company expects that occurred during the quarter ended December 31, 2018 that could materially affect, or are reasonably likely to materially affect, ouractions described above and resulting improvements in controls will strengthen its internal control over financial reporting.reporting and will address the identified material weaknesses. The Company doesn’t anticipate being able to remediate all three of the material weaknesses by December 31, 2022.




Item 9B. Other Information


None.



Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections

None.
38
39






Part III
 
Item 10.        Directors, Executive Officers and Corporate Governance
 
Board of Directors

The following table provides information required under this item is incorporated by referenceabout the board of directors and the detailed information about each individual’s qualifications, experience, skills and expertise along with select professional and community contributions can be found below.

NamePositionAgeDirector SinceAuditCompensationN&CG*Independent
Samuel R. ChapinDirector652019tlX
Tina M. DonikowskiDirector632017lltX
Arthur L. George, Jr.**Director612022

X
Bruce LismanDirector752020llX
Helmuth Ludwig t
Chair592016X
John (Andy) O'DonnellDirector742011tlX
Jill D. SmithDirector642020llX
t Chair    l Member
*N&CG: Nominating & Corporate Governance Committee
**Mr. George resigned from the Board on July 22, 2022, effective immediately, for health reasons.

Under our Articles of Organization and By-laws, our board has completed its transition from a classified board to the Company’s definitive proxy statement pursuantannual election of all directors. At each annual meeting of stockholders, all directors will stand for election for one-year terms expiring at the next succeeding annual meeting of stockholders.

Samuel R. Chapin. Mr. Chapin has served as a member of the Board since January 2019. Mr. Chapin served as Executive Vice Chairman at the Bank of America Merrill Lynch, a multinational investment bank, from 2010 to Regulation 14A, which proxy statement will be filedhis retirement in June 2016. Mr. Chapin joined Merrill Lynch in 1984 as a member of the Mergers and Acquisitions group and he was named a Managing Director in Investment Banking in 1993. Mr. Chapin was named Senior Vice President and head of Merrill Lynch’s Global Investment Banking Division in 2001 and was named Vice Chairman in 2003. While at Merrill Lynch and Bank of America Merrill Lynch, Mr. Chapin was responsible for managing relationships with a number of the firm’s largest corporate clients. He currently serves on the Board of Directors of PerkinElmer, Inc., and O-I Glass, Inc. and the Board of Trustees at Lafayette College. Mr. Chapin’s qualifications to sit on our Board include his experience and significant knowledge of the industrials market with a mastery of strategic M&A accrued over more than 35 years in investment banking.

Tina M. Donikowski. Ms. Donikowski has served as a member of the Board since March 2017. Ms. Donikowski retired from General Electric Company, a diversified industrial company, in October 2015 after 38 years with the company. She served in a number of senior positions during her career at General Electric Company, including most recently as Vice President, Global Locomotive Business, GE Transportation, from January 2013 until her retirement. She currently also serves on the Board of Directors of TopBuild Corp., a leading installer and distributor of insulation and building material products to the U.S. construction industry based in Daytona Beach, Florida; Advanced Energy Industries, Inc., a designer and manufacturer of highly engineered precision power, measurement, and control solutions for mission-critical applications and processes; and Eriez Magnetics, a privately held manufacturer and designer of magnetic, vibratory, and metal detection applications based in Erie, Pennsylvania. Previously she served on the board of Atlas Copco AB, a world-leading provider of sustainable productivity solutions based in Stockholm, Sweden. Ms. Donikowski’s qualifications to sit on our Board include her extensive experience in leading technology businesses and her strong operations background.

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Arthur L. George, Jr.Mr. George joined the Board in January 2022.Mr. George, retired from Texas Instruments, one of the world’s largest semiconductor companies, in 2014 after a 30-year career span. He served in a number of senior positions during his career at Texas Instruments, including immediately prior to retirement, as Senior Vice President and Manager of Texas Instruments’ Analog Engineering Operations from 2011 until 2014. Mr. George previously served on the board of directors of Nordson Corporation and Axcelis Technologies, Inc. Mr. George’s qualifications to sit on the Board include his experience in leading technology businesses and his global business and leadership expertise. On July 22, 2022, Mr. George advised the Board of his resignation, effective immediately. Mr. George indicated that his resignation was due to health reasons and not due to a disagreement with management or the Board.

Bruce Lisman. Mr. Lisman has served as a member of the Board since June 2020. Mr. Lisman retired in 2009 from JP Morgan Chase & Co., a multinational investment firm, where he had served as Chairman of the Global Equities Division. From 1987 to 2008, he was Head or Co-Head of the Global Equity Division at Bear Stearns Companies. Mr. Lisman serves as a director of Myers Industries, Inc., a material handling and distribution company, Associated Capital., a financial services company that was spun-off from GAMCO Investors, Inc., and National Life Group, a mutual life insurance company. Prior board service includes PC Construction, an engineering and construction company as Chairman from 2013 to 2019, and as a member until 2021, and The Pep Boys, a nationwide auto parts retailer. Mr. Lisman’s qualifications to sit on our Board include his financial global business and leadership expertise.

Helmuth Ludwig. Dr. Ludwig has served as a member of the Board since January 2016. From October 2016 until his retirement in December 2019, he served as Global CIO for Siemens, a leading technology company. He previously served among other roles as CEO of the Siemens Industry Sector in North America from October 2011 to September 2014 and as President of Siemens PLM Software from August 2007 to September 2010 where he is credited for having successfully led the integration of the organization’s 50 legal entities and multiple facilities across 26 countries. Earlier in his career, Dr. Ludwig held a number of international assignments at Siemens in Europe, Latin America, and Asia. Dr. Ludwig has served as a member of the board of Hitachi Ltd., Tokyo since July 2020. He teaches as a Professor of Practice for Strategy and Entrepreneurship at Southern Methodist University Cox School of Business in Dallas and is a Board Leadership Fellow with the National Association of Corporate Directors (NACD). Dr. Ludwig is a known expert and regular speaker at industry conferences on the Internet of Things and “Industry 4.0.” Dr. Ludwig’s qualifications to sit on our Board include his proven manufacturing leadership skills, extensive international experience, and his success in leading the integration and simplification of a complex global enterprise.

John (Andy) O'Donnell. Mr. O'Donnell has served as a member of the Board since November 2011. Until his retirement in January 2014, Mr. O'Donnell had worked at Baker Hughes, an oilfield services company, since 1975. He served as Vice President of Baker Hughes since 1998 and was appointed to Vice President, Office of the Chief Executive Officer in 2012, a role in which he served until his retirement. From 2009 to 2011, Mr. O'Donnell was President, Western Hemisphere Operations of Baker Hughes. He was President of Baker Petrolite Corporation from 2005 to 2009 and President of Baker Hughes Drilling Fluids from 2004 to 2005. He served as Vice President, Business Process Development at Baker Hughes from 1998 to 2002 and as Vice President of Manufacturing at Baker Oil Tools from 1990 to 1998. Mr. O'Donnell also serves on the Board of Directors of Cactus, Inc., where he is a member of its Audit, Compensation, and Nominating and Corporate Governance Committees. Mr. O'Donnell’s qualifications to sit on our Board include his experience in international energy markets and leading multinational sales, marketing, service and manufacturing operations.

Jill D. Smith. Ms. Smith has served as a member of the Board since January 2020. Ms. Smith most recently served as President, Chief Executive Officer and Director of Allied Minds plc, an intellectual property commercialization company focused on technology and life sciences from March 2017 until her retirement in June 2019. She previously served as Chairman, Chief Executive Officer and President of DigitalGlobe, Inc., a global provider of satellite imagery products and services, from 2005 to 2011. Ms. Smith started her career as a consultant at Bain & Company where she rose to Partner. She then joined Sara Lee as Vice President and subsequently went on to serve as President and Chief Executive Officer of SRDS, a business-to-business publishing firm and later as President and Chief Executive Officer of eDial, a VoIP collaboration company. Furthermore, she served as Chief Operating Officer of Micron Electronics, and co-founded and led Treacy & Company, a consulting and boutique investment firm. Ms. Smith currently serves on the Boards of Directors of R1 RCM Inc., where she is a member of the Audit and Human Capital Committees, AspenTech, where she is Chair of the Board and Chair of the Nominating and Corporate Governance Committee, and MDA, where she is Chair of the Nominating and Governance Committee and a member of the Human Resource Development and Compensation Committee. Ms. Smith’s qualifications to sit on our Board includes her extensive experience as a technology executive, including as a CEO focused on growing innovative companies.


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Management

Our executive officers and key employees, and their respective ages and positions, as of June 30, 2022, are as follows:
NameAgePosition
Tony Najjar61Chief Operating Officer and Interim President and Chief Executive Officer
Arjun Sharma45Interim Chief Financial Officer and Senior Vice President, Business Development
Jessica Wenzell47Senior Vice President, General Counsel & Secretary and Chief People Officer
Amit Goel45Vice President, Finance, Corporate Controller and Chief Accounting Officer
Tanya Dawkins61Vice President, Corporate Treasurer

Tony Najjar. Mr. Najjar was named Chief Operating Officer and Interim President and Chief Executive Officer effective January 19, 2022. He previously served as the President, Aerospace and Defense Group since February 2018. He served as Vice President, Aerospace and Defense in the Advance Flow Solutions Group from October 2016 to February 2018 and Vice President, Sales & Marketing, Aerospace and Defense Group, from April 2015 to October 2016. Before joining CIRCOR, Mr. Najjar served as Programs Manager, Business Development and Mergers & Acquisitions at Rockwell Collins, a multinational manufacturing company, from October 2011 to April 2015. He has spent nearly 36 years in the aerospace and defense industry in engineering, sales, and general management roles, including leadership positions at Rockwell Collins and Kaiser Aerospace. Mr. Najjar holds both a bachelor's degree and a Master of Science degree in Mechanical Engineering from Oklahoma State University and an MBA from Pepperdine University.

Arjun Sharma. Mr. Sharma was appointed as our interim Chief Financial Officer effective January 1, 2022 and continues to serve as our Senior Vice President, Business Development, a position he has held since 2009, overseeing the Company’s mergers and acquisitions and strategic planning functions. Prior to joining CIRCOR, Mr. Sharma served as managing director at Global Equity Partners, a venture capital and strategy consulting firm, from January 2009 to September 2009, where he was responsible for executing equity investments and leading client engagements on acquisitions, divestitures, and growth strategy. From 2007 to 2008, he was Director of Mergers and Acquisitions at Textron Inc., a multi-industry company with a global network of aircraft, defense, industrial and finance businesses, where he was responsible for developing the company’s M&A strategy and leading acquisition and divestiture transactions. From 2002 to 2007, Mr. Sharma held various positions of increasing responsibility at SPX Corporation, a Fortune 500 multi-industry company, culminating in his appointment as Director of Corporate Development. Mr. Sharma holds a Master of Science degree in Finance from Drexel University and a Bachelor of Commerce degree from Delhi University. Mr. Sharma is a graduate of the PLD program at Harvard Business School.

Jessica Wenzell. Ms. Wenzell was appointed as Chief People Officer effective November 15, 2022 and continues to serve as our Senior Vice President, General Counsel and Secretary, roles she has held since joining CIRCOR in September 2020. Prior to joining CIRCOR, Ms. Wenzell served in executive roles of increasing responsibility at General Electric Company for over 14 years. From January 2018 to August 2020, she was GE’s Executive Counsel – Strategic Transactions, leading cross-functional, legal entity carve-out activities for divestitures. Her previous roles at GE included Executive Counsel – Indirect Sourcing & Properties (August 2017 to March 2018); Executive Counsel, Chief Compliance Officer for GE Oil & Gas (August 2013 to July 2017); and General Counsel for GE Measurement & Control (2010 to 2013). Ms. Wenzell began her career at Luce, Forward, Hamilton & Scripps LLP in the Corporate & Securities Practice Group. She received her Bachelor’s degree in Political Science from the University of California, San Diego and Exchange Commission no later than 120 days afterher J.D. from the closeUniversity of California, Hastings College of the Law, San Francisco.

Amit Goel. Mr. Goel joined CIRCOR as Vice President, Finance, Corporate Controller and Chief Accounting Officer in September 2020. Prior to joining CIRCOR, Mr. Goel served in roles of increasing responsibility at Ernst & Young, LLP for over 17 years. From July 2017 to September 2020, he was a Partner in the Firm's National Accounting Office. His previous roles at EY included Audit Partner (July 2013 to June 2017); Senior Manager of Audit Services (October 2010 to June 2013); and Senior to Manager, Audit Services (September 2003 to September 2010), Mr. Goel is a Certified Public Accountant, a Chartered Financial Analyst and a Chartered Accountant. He received his Bachelor of Commerce from Sydenham College of Commerce & Economics from Mumbai University in India.

Tanya Dawkins. Ms. Dawkins has served as to Vice President, Corporate Treasurer since March 2018. She previously served as Senior Director, Corporate Treasurer from September 2015 to March 2018. From 2001 to September 2015, Ms. Dawkins held a variety of senior finance positions at CIRCOR, including Global Treasury Manager, External Reporting Manager, and Corporate Accounting Manager. Prior to joining CIRCOR, Ms. Dawkins served as Director of Finance for GenRad Corporation (now part of Teradyne). Ms. Dawkins previously had spent 10 years at Digital Equipment Corporation in a variety of senior
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finance positions. She is a Certified Treasury Professional and holds a Bachelor of Business Administration in Finance from the University of Texas at Austin, and an MBA from Simmons Graduate School of Management.

CERTAIN CORPORATE GOVERNANCE MATTERS

Board Committees

Our Board maintains three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

Audit Committee. The Audit Committee, which consists of Mr. Chapin, Ms. Donikowski, Mr. Lisman, and Ms. Smith (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to audit committee members under NYSE listing standards and the rules of the SEC), oversees the integrity of the Company’s fiscalfinancial statements and is directly responsible for the appointment, compensation, retention and oversight of the work of the firm of independent auditors (the “Auditors”) that audits the Company’s financial statements and performs services related to the audit. Among other responsibilities, the Audit Committee reviews the scope and results of the audit with the Auditors, reviews with management and the Auditors the Company’s annual and quarterly operating results, considers the adequacy of the Company’s internal accounting procedures and controls and considers the effect of such procedures on the Auditors’ independence. The Audit Committee also is responsible for overseeing the Company’s internal audit function, the Company’s compliance with legal and regulatory requirements and cybersecurity issues, and the review and approval of related party transactions. To satisfy these oversight responsibilities, the Audit Committee separately meets regularly with the Company’s Chief Financial Officer, Vice President of Internal Audit, and the Auditors. Pursuant to the requirements of the NYSE, the Audit Committee operates in accordance with a charter (the “Audit Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company will provide a hard copy of the Audit Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters. Each member of the Audit Committee meets the financial literacy requirements of the NYSE and, in addition, the Board has determined that at least one of the Committee’s members, Mr. Chapin, is an “audit committee financial expert” under the disclosure standards adopted by the SEC.

Compensation Committee. The Compensation Committee, which consists of Mr. O’Donnell, Ms. Donikowski, and Mr. Lisman (each of whom has been affirmatively determined by the full Board to be an independent director, as well as meeting the stricter independence standards applicable to compensation committee members under NYSE listing standards and the rules of the SEC), sets and oversees the Company’s compensation philosophy and policy, reviews and determines the compensation arrangements for the Company’s CEO; reviews the recommendations of the CEO and approves the compensation arrangements for all other officers and senior level employees; reviews general compensation levels for other employees as a group; determines the awards to be granted to eligible persons under the Company's 2019 Stock Option and Incentive Plan (as amended, the “2019 Pan:”); and takes such other action as may be required in connection with the Company’s compensation and incentive plans, including with respect to compensation and risk-management issues. The Compensation Committee has the sole authority from the Board for the appointment, compensation and oversight of the Company’s outside compensation consultant.

The Compensation Committee engaged Semler Brossy (“Semler”) in the last quarter of the year ended December 31, 2018.2021 ("Fiscal Year 2021") as its compensation consultant. In so doing, the Compensation Committee affirmatively determined that Semler is independent and has no conflict of interest as contemplated under rules adopted by the SEC and the NYSE, and has conducted annual reviews to confirm that Semler remains free of conflict per these rules. Semler reports directly to the Compensation Committee and does not provide any additional services to the Company. The executive compensation services provided by Semler include assisting in defining the Company’s executive compensation strategy, providing market benchmark information, recommending the composition of the compensation peer group used as a benchmark by the Compensation Committee, advising with respect to the design of both short-term and long-term incentive compensation plans, and summarizing regulatory and governance guidelines. In making its compensation decisions, the Compensation Committee relies significantly on the information provided by Semler.


The Compensation Committee operates in accordance with a charter (the “Compensation Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company also will provide a hard copy of the Compensation Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters.

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Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which consists of Ms. Donikowski, Mr. Chapin, Mr. O'Donnell, and Ms. Smith (each of whom has been affirmatively determined by the full Board to be an independent director), is responsible for establishing criteria for selection of new directors, identifying individuals qualified to become directors and recommending candidates to the Board for nomination as directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending to the Board a set of corporate governance principles applicable to the Company, overseeing the evaluation process of the Board and the evaluation of its committees, recommending to the Board appropriate levels of director compensation and, together with the Audit Committee, monitoring compliance with the Company’s Code of Conduct & Business Ethics. The committee also oversees ESG, including human capital, employee safety and diversity & inclusion initiatives. The Nominating and Corporate Governance Committee operates in accordance with a charter (the “Nominating and Corporate Governance Committee Charter”), which is available on the Company’s website at www.CIRCOR.com under the “Investors” sub-link. The Company also will provide a hard copy of the Nominating and Corporate Governance Committee Charter to stockholders free of charge upon written request to the Corporate Secretary at the Company’s corporate headquarters.

Ad Hoc Committees. From time to time, the Board may establish ad hoc committees and delegate certain of its authority for the purpose of addressing particular matters (including, for example, the approval of financing or credit agreements or other matters that the Board thinks would be appropriate for review by an ad hoc committee). There were no ad hoc committees in 2021. The Board established a a special sub-committee on February 4, 2022, to assist with its strategic alternatives review. Mr. Ludwig, Mr. Chapin, and Mr. Lisman serve on the committee,

Executive Session. Independent directors meet at least twice a year in executive session without management, and at such other times as may be requested by any independent director. During Fiscal Year 2021, the Chair of the Board presided at meetings of the Company’s independent directors held in executive session without management. These sessions promote candor and discussion of matters in a setting that is independent of management.

Code of Ethics


The Company has implemented and regularly monitors compliance with a comprehensive Code of Conduct & Business Ethics (the "Code“Code of Conduct"Conduct”), which applies uniformly to all directors, executive officers, and employees. Among other things, the Code of Conduct addresses conflicts of interest, confidentially,confidentiality, fair dealing, protection and proper use of Company assets, compliance with applicable law (including insider trading and anti-bribery laws), and reporting of illegal or unethical behavior. The Code of Conduct is available on the Company's website at www.CIRCOR.com under the "Investors" sub link“Investors” tab and hardcopya hard copy will be provided by the Company to any stockholder who requests it by writing to the Company's Secretary at the Company's headquarters.executive offices. In addition, we intend towill post on our website all disclosures that are required by SEC regulations or NYSE listing standards with respect to amendments to, or waivers from, any provision of the Code of Conduct.

Delinquent Section16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. To our knowledge, based solely on a review of our records and written representations by the persons required to file these reports, all filing requirements of Section 16(a) were satisfied on a timely basis with respect to Fiscal Year 2021, with the exception of a late Form 4 filing by Jill D. Smith to report a grant of RSUs.

Family Relationships

No family relationships exist between any director or executive officer.
Item 11.        Executive Compensation
 
Director Compensation

The form and amount of director compensation are reviewed periodically by the Nominating and Corporate Governance Committee, most recently in December 2021. The Nominating and Corporate Governance Committee reviews our data from the Peer Group Companies, which are outlined in the Compensation Discussion and Analysis section of this document, as was prepared by ISS Corporate Solutions, Inc. ("ISS") and broad survey data concerning director compensation practices, levels, and trends for companies comparable to the Company in revenue, business, and complexity. It also considers the significant amount of time that our non-employee directors spend in fulfilling their duties to the Company as well as the required level of
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skill to serve on our Board. The Nominating and Corporate Governance Committee recommends changes, if any, to the Board for approval. Employee directors do not receive separate compensation for service as directors.

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve as non-employee directors on the Board. Cash compensation is paid quarterly, in arrears. Due to the impact of the COVID-19 pandemic on the Company’s operations, the Board reduced each category of fee and retainer our directors receives by 15% in 2020. These retainer and fee reductions taken during 2020 to non-employee, director cash compensation were commensurate with the reduction senior management took to their cash compensation in light of the COVID-19 pandemic and its impact on the Company. The cash compensation reductions were lifted at the February 2021 Board meeting effective April 1, 2021 after considering both internal and external factors. The cash compensation our non-employee directors earned in 2021 is as follows:

Annual Cash Compensation
Annual Retainer (Board Member)......................................................................................................
$72,188
Annual Retainer (Chair of the Board).................................................................................................
$182,875
Chair Fee (Audit Committee)............................................................................................................
$19,250
Chair Fee (Compensation Committee)................................................................................................
$14,438
Chair Fee (Nominating and Corporate Governance Committee)...............................................................
$9,625
Committee Membership Fee (per committee).......................................................................................
$4,813

Annual Equity Grant

Our non-employee directors are also eligible to receive an annual equity grant under our 2019 Plan. If a director joins the Board during the middle of the year, the annual equity grant is pro-rated based on the quarter in which the director joins the Board. In 2021, the targeted value of such grant was $105,000 which was the same amount targeted for the annual equity grant in 2020. On March 17, 2021, each director, with the exception of Mr. Wilver, who retired from the Board in April 2021,received a grant of 2,827 time-based restricted stock units (“Time RSUs”) which becomes vested and settles in shares of common stock on a one-for-one basis thirteen months from the date of grant, provided the non-employee director is still providing services on the Board. The number of Time RSUs was determined by dividing $105,000 by the average closing price of our common stock on the New York Stock Exchange based on the last 20 trading days weighted for volume through March 16, 2021, rounded up to the nearest whole share. The average closing share price through March 16, 2021 was $37.15.

2021 Director Compensation
The following table shows the compensation our non-employee directors earned for their services in 2021:

Name
Fees Earned in Cash (1)
Stock
Awards (2)
Total
Samuel Chapin$98,063$112,571$210,634
David F. Dietz$60,563$112,571$173,134
Tina M. Donikowski$81,813$112,571$194,384
Bruce Lisman$81,813$112,571$194,384
Helmuth Ludwig$182,875$112,571$295,446
John (Andy) O'Donnell$91,438$112,571$204,009
Jill D. Smith$86,625$112,571$199,196
Peter M. Wilver$28,333$0$28,333

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(1)The amounts shown in this column reflect the fees earned in Fiscal Year 2021 for Board and committee service. The 15% reduction in fees approved by the Board effective April 1, 2020 was lifted effective April 1, 2021. Mr. Wilver and Mr. Dietz both retired from the Board effective April 30, 2021 and September 30, 2021, respectively. Mr. Chapin became Chair of the Audit Committee effective January 1, 2021 taking over from Mr. Wilver. Director fees continue to be paid quarterly in arrears.
(2)Reflects the grant date fair value of the annual equity grant made in Time RSUs to each of the directors in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For a discussion of the assumptions related to the calculation of the amounts in this column, refer to Note 14 Share-Based Compensation, of the consolidated financial statements in this Annual Report on Form 10-K. The grant date fair value of the Time RSUs was based on the Company's previous day closing stock price prior to the grant date of March 17, 2021 of $39.82. Mr. Wilver did not receive an annual grant in 2021 due to his planned retirement.
The total number of Time RSUs held by each non-employee director as of December 31, 2021 was 2,827.

Deferred Compensation

Prior to 2019, non-employee directors were eligible to participate in the Management Stock Purchase Plan (MSPP), which allowed them to purchase RSUs at a discount of 33% to the closing price of the Company’s common stock ("MSPP RSUs"), with RSU settlement deferred for a minimum period of three years.In 2021, the last of these MSPP RSUs were settled and distributed in shares. As of December 31, 2021, there were no outstanding balances for non-employee directors under the MSPP.

Reimbursement for Training and Reasonable Related Travel

Each of our directors has a budget of up to $5,000 USD (plus travel costs) per year for relevant educational training. When possible, directors are encouraged to share training opportunities with other boards that they serve on and to split the costs for such opportunities between those boards and the Company. Each of our non-employee directors are also reimbursed for reasonable travel and other expenses incurred in attending meetings.

The following sections provide a summary of cash and certain other amounts earned by our Named Executive Officers ("NEOs") in Fiscal Year 2021 (and the preceding two fiscal years). Except where noted, the information required underin the Summary Compensation Table generally pertains to compensation to the NEOs for Fiscal Year 2021. We encourage you to read the following tables closely. The narratives preceding the tables and the footnotes accompanying each table are important parts of each table. Also, we encourage you to read this itemsection in conjunction with the Compensation Discussion and Analysis above.

Compensation Discussion and Analysis

Overview

In this section, we describe the executive compensation program for our Named Executive Officers (the “NEOs”). Our intent is incorporatedto help stockholders understand the framework of our overall program, its objectives and the rationale for the Compensation Committee’s compensation decisions. Our NEOs for Fiscal Year 2021 were as follows:

Named Executive OfficerTitle
Scott Buckhout (1)President and Chief Executive Officer (“CEO”)
Abhishek Khandelwal (2)Senior Vice President, Chief Financial Officer (“CFO”)
Tony Najjar (3)President, Aerospace and Defense Group
Arjun Sharma (4)Senior Vice President, Business Development
Jessica Wenzell (5)Senior Vice President, General Counsel, Secretary & Chief People Officer
Sumit Mehrotra (6)Former President, Industrial Group
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(1)Mr. Buckhout terminated employment with CIRCOR on January 19, 2022.
(2)Mr. Khandelwal terminated employment with CIRCOR on December 31, 2021.
(3)Mr. Najjar was named Chief Operating Officer and Interim President and Chief Executive Officer effective January 19, 2022 in connection with Mr. Buckhout's departure and is no longer serving in the role of President, Aerospace and Defense Group.
(4)Mr. Sharma was appointed as our interim Chief Financial Officer effective January 1, 2022 and continues to serve as our Senior Vice President, Business Development.
(5)Ms. Wenzell was appointed as our Chief People Officer effective November 15, 2021 and continues to serve as our Senior Vice President, General Counsel and Secretary
(6)Mr. Mehrotra terminated employment with CIRCOR on July 5, 2021.

In this Compensation Discussion and Analysis, in certain cases, we refer to Messrs. Buckhout, Khandelwal, and Sharma and Ms. Wenzell as “Corporate NEOs” and Messrs. Najjar and Mehrotra as “Group NEOs.”

Executive Summary

Our Business: 2021 Performance Overview

CIRCOR is a leading provider of severe service and mission critical flow and motion control solutions and other highly engineered products for the Industrial and Aerospace & Defense markets that include recognized, market-leading brands. We have a global presence with approximately 3,100 employees worldwide and customers in approximately 100 countries. We operate 21 major manufacturing facilities located in North America, Western Europe, Morocco, China and India. We sell our products directly to end-user customers and original equipment manufacturers, as well as through Engineering, Procurement and Construction companies and our channel partner network. The Company has two reportable business segments: the Industrial segment (“Industrial Group”) and the Aerospace & Defense segment (“Aerospace & Defense Group” or “A&D Group”).

In 2021 our business continued to feel the impact of the COVID-19 pandemic. Throughout this continued time of uncertainty, the Company’s top priority remains the health and safety of our employees, customers, and suppliers. As the COVID-19 pandemic evolves, we continue to implement appropriate measures to ensure our employees around the world have the necessary protection and our business continues to operate with as little disruption as possible. We believe that the Company’s continued focus on new product innovation, cost productivity and the CIRCOR Operating System serve to best position the Company for potential end market recovery across our Industrial and Aerospace & Defense segments.

We continue to implement actions to mitigate the impact from lower demand and an increasingly competitive environment. In addition, we are investing in products and technologies designed to help solve our customers’ most difficult problems. We intend to further simplify CIRCOR by referencestandardizing technology, consolidating suppliers and achieving world class operational excellence. Attracting and retaining talented personnel remains an essential underpinning to the enhancement of our global sales, operations, product management and engineering organizations.

2021 Financial Achievements (in thousands, except percentages)

The following table highlights certain measures that serve as our compensation performance metrics for our performance-based compensation and the level of achievement of these metrics in 2021:

Short-Term Incentive Plan MetricsLong-Term Incentive Plan Metrics
Net SalesAdjusted Operating Income(1)Adjusted Working Capital % of Sales(2)Free Cash Flow(3)Adjusted Operating Margin(4)Adjusted Measurement Cash Flow(5)Relative Total Shareholder Return(6)
CIRCOR (overall including Corporate expenses)(7)N/A$51.4N/A$(3.9)see note (6)
Aerospace & Defense Group$250.1$55.337.8%N/AN/AN/A
Industrial Group(8)$415.0$23.219.0%N/AN/AN/A
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(1)Adjusted Operating Income (“AOI”), a non-GAAP measure, is defined as GAAP operating income excluding intangible amortization and amortization of fair value step-ups of inventory and fixed assets from acquisitions completed after December 31, 2011, the impact of restructuring-related inventory write-offs, impairment charges and special charges or gains.
(2)"Adjusted Working Capital % of Sales" or "(AWC % of Sales": a non-GAAP measure, is defined as the sum of Adjusted Working Capital balances at year-end divided by Net Sales. “Adjusted Working Capital” includes the following accounts: Trade Accounts Receivable, Unbilled Receivables (short and long term), Inventory, Trade Accounts Payable, Customer Advances (short and long term), and Deferred Revenue.
(3)Free Cash Flow, a non-GAAP financial measure calculated by subtracting GAAP capital expenditures, net of proceeds from asset sales, from GAAP operating cash flow.
(4)Adjusted Operating Margin (“AOM”), a non-GAAP measure, is defined as Adjusted Operating Income divided by Net Sales. Adjusted Operating Income is defined as GAAP operating income excluding intangible amortization and amortization of fair value step-ups of inventory and fixed assets from acquisitions completed after December 31, 2011, the impact of restructuring-related inventory write-offs, impairment charges and special charges or gains.
(5)“Adjusted Measurement Cash Flow” or “Adjusted MCF” with respect to a fiscal year is calculated by adding the Company’s cash provided by operating businesses less Corporate General and Administrative spend for that year. Specifically, Adjusted MCF excludes cash flows from income taxes, corporate special charges, and restructuring costs but includes interest expense.
(6)“Relative Total Shareholder Return” or “Relative TSR” is calculated by ranking the Company and a list of specified peer companies within the S&P 600 SmallCap Industrial Index from highest to lowest according to their respective TSR and expressing the Company's performance as its corresponding percentile within the group of companies. Results are not yet reportable as the applicable, three-year period ends in 2024.
(7)Corporate refers to the group of employees that provides services to the Aerospace & Defense Group and the Industrial Group or support management of Company-wide functions.
(8)For purposes of calculating incentive compensation in the Industrial Group, Refinery Valves is excluded.

Key Compensation Actions Taken During 2021

The Company’s financial results and the overall business environment were considered when determining compensation paid for 2021. Please see Managements Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for Fiscal Year 2021 for a more detailed description of the Company’s financial results.
2021 was, in many respects, a step towards a more stable and predictable business environment following a difficult year in 2020 that was dominated by reaction to the impact of the COVID-19 pandemic to our business. Compensation actions taken by the Compensation Committee in 2021 reflected this return to forward-looking strategy, including the following:
Return to Standard Compensation Programs and Process: Following the extraordinary impact of the COVID-19 pandemic to our business in 2020 and the corresponding actions the Compensation Committee took to adjust compensation practices and costs, in 2021 we returned to our typical cadence of determination of annual incentive awards based on pre-established business goals and metrics approved by the Compensation Committee.

Revised Metric for Short-Term Incentives: The Compensation Committee determined that Adjusted Working Capital % of Sales would replace the free cash flow metric previously used as one of the Short-Term Incentive Plan measures for Group NEOs. This change was made to eliminate overlap with another of the Short-Term Incentive Plan measures, AOI.

New Metric for Long-Term Incentives: The Compensation Committee determined that a change to the structure of performance-based stock awards would further align NEO compensation to stockholder interest. The Compensation Committee also considered the difficulty of setting multi-year financial goals in the current business environment. Effective with the 2021 annual Long-Term Incentive ("LTI") award, the performance metric for the performance-based portion of NEO awards is Relative TSR, which links the number of shares that our NEOs earn to the Company’s definitive proxy statement pursuantTSR performance relative to Regulation 14A, which proxy statementthe TSR of peer industrial companies, as described more fully below under 2021 Long-Term Incentive.

New Compensation Consultant: As part of its governance routine, the Compensation Committee conducted a comprehensive review of independent compensation consultants that could assist the Committee in fulfilling its responsibilities. As a result of its review, the Compensation Committee selected Semler Brossy as its independent consultant effective October 2021, replacing its former consultant, Pearl Meyer.

Updated Peer Group: The Compensation Committee conducted its annual review of the group of peer companies that we compare our compensation practices to. As a result of its review and in order to ensure that the peer group continues to be comprised of similarly sized companies that align to our industry, changes were made to five of the
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seventeen companies in our peer group referenced for fiscal 2021. The updated peer group will be referenced for 2022 compensation decisions.

Retention Incentives for Certain NEOs: In connection with Mr. Khandelwal's termination of employment in December 2021, the Compensation Committee approved retention awards to Mr. Sharma and Ms. Wenzell, each of whom are integral to our financial reporting, disclosure and corporate governance processes. These awards were made to retain experienced executives to provide leadership for these important functions through the end of 2022 while we search for and onboard a new leader for the finance function.

Following the completion of 2021, our Compensation Committee made the following decisions with respect to incentive-based compensation based on 2021 performance results for its NEOs:
Annual Short-Term Incentives: The 2021 Short-Term Incentive Plan (“2021 STI Plan”) payouts for NEOs were determined based on the Company's performance on the metrics approved by the Compensation Committee at the beginning of 2021. The Compensation Committee did not use its discretion to modify any of the performance results when determining payouts, however, the Committee determined it is in the best interest of the Company to exercise the Committee’s discretion to adjust the amounts earned by Mr. Buckhout and Mr. Mehrotra under the 2021 STI Plan to zero based on the significant accounting irregularities discovered by the Company with respect to the Pipeline Engineering business unit. As announced in the Form 8-K filed on March 14, 2022, the Pipeline Engineering accounting irregularities occurred over multiple years under the leadership of Messrs. Buckhout and Mehrotra and impacted the actual performance of the STI financial metrics, the inability to rely on the Company’s prior financial statements due to the misstatements, and led to the restatement of the three years of Company’s financial results. The 2021 STI Plan results for our NEOs are set forth below under 2021 Short-Term Incentive Plan Results.

Outstanding Long-Term Incentives: While a certain portion of our LTI awards were significantly impacted by the impact of the COVID-19 pandemic on performance results, the Compensation Committee did not use its discretion to modify any of the performance results to reflect the COVID-19 business impact when determining the number of earned shares under our performance-based stock awards. However, the Committee did consider the impact of the Pipeline Engineering matters on the three year results of the 2019 performance award and used its discretion to reduce the number of shares vesting in the final tranche of our 2019 performance awards to zero. The second tranche of our 2020 performance awards earned 0% of target as set forth below under Prior Year PSU Results. The vesting of our 2021 performances awards will be determined following the completion of the performance period in 2024.
Pipeline Engineering: Based on the significant accounting irregularities discovered by the Company with respect to the Securitiesits Pipeline Engineering business unit as announced via Form 8-K filed on March 14, 2022, which occurred over multiple years under the leadership of Messrs. Buckhout and Exchange Commission no later than 120 days afterMehrotra, the closeimpacts thereof on actual performance of the STI financial metrics, the inability to rely on the Company’s prior financial statements due to the misstatements, and the impending restatement of the Company’s financial results, the Committee determined it is in the best interest of the Company to exercise the Committee’s discretion to adjust the amounts earned by Mr. Buckhout and Mr. Mehrotra under the 2021 STI Plan to zero.
2021 Stockholder Engagement, Say-on-Pay Results & Program Changes
The Company regularly evaluates its compensation programs and considers the results of its most recent stockholder advisory vote on executive compensation (“say-on-pay”), as well as feedback received directly from stockholders through our ongoing engagement.

At the May 2021 annual meeting of stockholders, we received say-on-pay support of approximately 97%. This result indicated continued support for the Company’s executive compensation program. Highlights of our executive compensation program include:
Short-term incentive plans for business groups aligned to critical metrics. The short-term incentive plan is designed to ensure appropriate focus on the respective business groups as well as overall corporate performance. Specifically, Group NEO bonuses are based on 70% Group results and 30% Company-wide metrics, and Corporate NEO bonuses are based 60% on the incentive scores of the A&D and Industrial Groups and 40% based on Company-wide metrics. As such, for our 2021 STI Plan, Group Presidents in A&D and Industrial Groups were measured on their group-specific performance metrics based 35% on Group AOI, 30% on CIRCOR AOI, 20% on Group Adjusted Working Capital % of Sales and 15% on Group Net Sales. Corporate NEOs were measured on the incentive scores of the Aerospace & Defense Group and Industrial Groups excluding the impact of CIRCOR AOI on Group scores, each
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counting for 30% of the total incentive score, CIRCOR AOI (30% of score) and CIRCOR Free Cash Flow (10% of the score).

Equity vehicle mix for NEOs aligned with long-term objectives. 2021 LTI awards were a mix of 50% performance-based restricted stock units (“PSUs”) and 50% restricted stock units (“RSUs”). We use an equal mix of PSUs and RSUs to provide both long-term performance and long-term retention incentives to our NEOs in support of our business strategy.

TSR performance metric for long-term awards. For 2021 LTI awards, we replaced the previous AOM and Adjusted Measurement Cash Flow metrics used for our PSUs with a three-year Relative TSR metric.The Compensation Committee changed to a Relative TSR metric to more closely align management and stockholder interests by incorporating another metric of importance to stockholders and to remove some of the difficulty of setting multi-year financial goals in a still stabilizing market.

Replenishment of equity plan share pool. At our 2021 annual meeting, stockholders approved the replenishment of our share reserve under our 2019 Stock Option and Incentive Plan, which is the primary vehicle that we use to provide long-term incentive awards to our employees, including our NEOs.

Going forward, we plan to continue to engage with our stockholders and consider their perspectives regarding compensation and governance matters.

CEO Pay At-A-Glance (Target v. Realized)
The chart below shows target and realized compensation for Mr. Buckhout. Target total direct compensation represents base salary, target annual bonus, and target annual LTI awards. Realized compensation represents base salary, annual bonus actually paid in cash, and the value realized upon the exercise of stock options or vesting of PSUs or RSUs, including RSUs granted under our Management Stock Purchase Plan during each year. Realized compensation has trailed target total direct compensation over the prior three years, reflecting the rigor of our goal-setting process for annual bonus and PSU awards and the pay for performance nature of our overall executive compensation program.

cir-20211231_g3.jpg
Mr. Buckhout's 2021 compensation includes $1,137,758 related to the vesting of a special RSU award issued on March 4, 2020, for retention purposes. His 2021 STI amount earned was adjusted to zero, as further discussed herein.

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Good Compensation Governance

The Compensation Committee continually evaluates the Company's compensation policies and practices to ensure that they are consistent with good governance principles. Below are highlights of what we do and what we do not do:
What We DoWhat We Do Not Do
üWe place the majority of weight on performance-based, at-risk, and long-term compensation.XWe do not provide any compensation-related tax gross-ups (except in connection with relocation expenses).
üWe deliver rewards that are based on achieving long-term objectives and the creation of stockholder value.XWe do not provide significant perquisites.
üWe target total direct compensation at approximately the market median for our peer group.XWe do not allow officers or directors to hedge Company stock.
üWe maintain stock ownership guidelines for our directors and executives, including our CEO and other NEOs.XWe do not allow officers or directors to pledge Company stock.
üWe have “double-trigger” change in control vesting of cash severance payments and new equity awards.XWe do not reprice or replace out-of-the-money stock options without stockholder approval.
üOur Compensation Committee seeks advice from an independent compensation consultant.XWe do not have contracts that guarantee employment with any executive (all employment is terminable-at-will).
üWe maintain a clawback policy with respect to incentive-based cash and equity compensation.
üWe cap annual bonus payouts to eliminate potential windfalls for executives.
üWe cap the vesting value of TSR-based PSUs to eliminate potential windfalls for executives.
üWe encourage executives to invest their cash incentives in the Company through our Management Stock Purchase Plan (MSPP).
What Guides Our Program

Our Compensation Guiding Principles

The philosophy underlying our executive compensation program is to attract, retain and motivate highly qualified and talented executives and reward the achievement of specific annual, long-term and strategic goals that promote the profitable growth of the Company and enhance stockholder value. To this end, the following principles guide the structure of our program:

Link to business priorities and performance. A significant portion of an executive’s total compensation should be “at risk,” subject to the attainment of certain specific and measurable performance goals and objectives. We select performance metrics that are most directly tied to the creation of enterprise value and that our management team can meaningfully influence. As performance goals are met or exceeded, executives are rewarded commensurately. Conversely, if goals are not met, actual earned compensation will be lower than target compensation.

Alignment of executives with stockholders' interests. Our compensation program should encourage our executives to hold a meaningful amount of equity. In addition, we believe compensation to our executives should be based on a balance of short- and long-term financial performance factors. This approach also supports our retention strategy and promotes our achievement-oriented culture.

Competitiveness of Pay Position. Target total direct compensation should be competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for executive talent. In general, we position target total direct compensation for our NEOs, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions at our peer group companies.
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Maintenance of Governance Standards. We believe that maintaining best-practice executive compensation governance standards is in the best interests of our stockholders and executives and critical to the ability to manage risk.

Elements of Compensation
Our compensation philosophy is supported by the following elements of compensation:
Pay ElementHow It’s PaidWhat It DoesHow It Links to Performance
Base SalaryCash
(Fixed)
Provides a competitive, fixed rate of pay relative to similar positions in the market and enables the Company to attract and retain critical executive talentBased on job scope, level of responsibilities, individual performance, experience, tenure and market levels
Short-Term Incentive PlanCash
(At-Risk)
Focuses executives on achieving annual financial and strategic goals that enhance long-term stockholder valueTied to achievement of targets relating to AOI, Free Cash Flow, Working Capital and Net Sales
No formulaic payouts for performance below threshold
Award capped at 300% of target value
Long-Term Incentive (LTI) PlanPSUsProvides incentives for executives to execute on longer-term goals that will increase stockholder returnsTied to achievement of Relative TSR when compared to peer industrial companies
Vesting follows three-year period based on performance results
Number of shares is capped at 200% of target (100% of target if TSR is negative)
RSUsSupports leadership retention strategyAnnual vesting over a three-year period
Paid in CIRCOR shares at vesting
How We Further Foster Stock Ownership and Strengthen Alignment with Stockholders
In order to more closely align the interests of our executives with those of our stockholders, our NEOs are also eligible to participate in the MSPP, which is designed to encourage our NEOs to invest up to 100% of their own earned incentive compensation in equity of the Company.
The Compensation Committee approves the participants in the MSPP. Participants are entitled to purchase RSUs under the MSPP at a discount of 33% from the fair market value of the Company’s Common Stock on the annual grant date using all or a portion of their pre-tax, short-term incentive award. RSUs purchased under the MSPP vest in whole after a three-year period. Any NEO who resigns from the Company (other than due to retirement) prior to vesting may lose the benefits associated with the discounted purchase price of RSUs purchased under the MSPP, as well as any further appreciation in stock price and accrued dividends associated with such RSUs.
Total Pay Mix at Target

A significant portion of our NEOs' compensation is designed “at risk,” subject to the attainment of specific and measurable performance goals and objectives or subject to the valuation of the Company’s stock price. For example, as shown in the diagram below, 82% of the target total direct compensation of our CEO and 63% of the target total direct compensation of our other NEOs serving at year-end is allocated to a combination of PSUs, RSUs and target bonus; and therefore, based on achieving financial and operating metrics or based on the valuation of the Company's stock price.

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CEO Pay Mix at TargetOther NEOs Pay Mix at Target
Salary18%37%
Target Bonus20%23%
RSUs31%20%
PSUs31%20%
% at Risk82%63%

The above diagram reflects annualized target total direct compensation as of year-end 2021, which we define to include annualized base salaries, target short-term incentive amounts and the target LTI award amounts used to determine the number of target shares underlying PSU and RSU awards.

The Decision-Making Process

The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Committee works very closely with its independent consultant and management to examine the effectiveness of the Company's executive compensation program throughout the year. Attracting and retaining a team of outstanding executives with complementary skills is one of the Company’s priorities.

When making decisions regarding the compensation of the NEOs, the Compensation Committee considers information from a variety of sources. The Compensation Committee also regularly assesses our incentive plan measures in light of current business context, relevance to stockholders and alignment with peer company practices. The Compensation Committee analyzes both individual elements, total compensation and pay mix for each of the NEOs. While actual compensation reflects the Company’s performance, the Company’s goal is for total target compensation, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions at our peer group companies (described in further detail below). The Compensation Committee also incorporates flexibility into its compensation programs and into the assessment process to respond to changing business needs, and to take into consideration individual performance, including the relative complexity and strategic importance of specific roles.

In setting meaningful performance goals for our STI Plan, the Compensation Committee carefully considers a number of factors, including the general economic and industry climate, anticipated customer spending, projected revenue from current contracts and renewals and deals in the pipeline. Based on these factors, a range of performance scenarios is developed. Goals are then set at the threshold, target and maximum performance levels with the target goals aligning with the Company’s operating plan. CIRCOR strives for alignment between our STI Plan performance targets and our operating plan and the financial guidance we provide externally. In setting performance goals for our LTI Plan, the Compensation Committee considers the same factors as for the STI Plan but over a multi-year timeframe, its long-term objectives and the degree of difficulty in setting extended multi-year financial goals based on the economic and industry climates. We believe achievement of the meaningful performance targets and shareholder return goals that result from this rigorous goal-setting process will drive long-term value creation for our investors.

The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full Board, based upon recommendations of the Compensation Committee.

The Role of Management. The CEO reviews his recommendations pertaining to other executives (non-NEO) pay with the Committee providing transparency and oversight. Decisions on non-NEO executive pay are made by the CEO. The CEO does not participate in the deliberations of the Committee regarding his own compensation.

The Role of the Independent Consultant. The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Committee changed its independent consultant in [October] 2021 from Pearl Meyer to Semler Brossy. Semler Brossy, as Pearl Meyer before it, reports directly to the Committee and does not provide any additional services to management. The Committee has conducted an independence assessment of its consultants in accordance with SEC rules.

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The Role of Market References - Peer Group Companies. Our executive compensation program considers the compensation practices of companies with which the Company competes or could compete for executive talent. In its review of 2021 executive compensation, the Compensation Committee compared the Company’s overall compensation structure (mix of pay) and levels for the NEOs (total annual compensation, as well as each component of their total compensation) with the peer group companies.

Peer group companies generally have similar business models (e.g., multiple product lines, significant concentration of international sales, manufacturing operations) and are within comparable size ranges (e.g., market capitalization, revenue). For the purposes of setting 2021 compensation, and with the support of Pearl Meyer, the Compensation Committee considered the following list of peer group companies (the “Peer Group Companies”) which was unchanged from the prior year:

Peer Group Companies for Setting 2021 Compensation
Albany International Corp.ESCO Technologies, Inc.SPX FLOW, Inc.
Altra Industrial Motion Corp.Forum Energy Technologies, Inc.(1)Standex International Corporation
Barnes Group Inc.Mueller Water Products, Inc.Tennant Company
Chart Industries, Inc.(1)NN, Inc.(1)TriMas Corporation
Enerpac Tool Group Corp.(1)Rexnord CorporationWatts Water Technologies, Inc.
EnPro Industries, Inc.(1)SPX Corporation
(1) This company is one of the five companies that the Compensation Committee subsequently removed from our peer group list in preparation for 2022 compensation planning. New companies added to the peer group for 2022 compensation planning are: Astrec Industries, Inc, Ducommun Incorporated, Helios Technologies, Inc., Kadant Inc. and Kaman Corporation.

The Committee also reviewed supplemental industry market survey data as part of its subjective determination of 2021 target compensation levels for our NEOs. When reviewing market survey data, to the extent available the Compensation Committee relies on size-appropriate industry survey data based on annual revenue.

2021 Executive Compensation in Detail

As set forth above, the principal elements of the Company’s executive compensation program consist of base salary, annual short-term incentives, the MSPP and long-term incentives. 2021 base salaries for our NEOs, in the aggregate, were slightly below the market median for our peer group, and target total cash (base salaries plus target short-term incentives) and target total direct compensation (target total cash plus target LTI) in the aggregate approximated the market median for our peer group, although in each case there were variations in market position by executive due to factors including tenure, experience in current role, individual performance, and consideration of past awards.

Base Salary

NEOs' base salaries are determined by evaluating factors such as the responsibilities and complexity of the position, the experience and performance of the individual, market data for similar roles, overall company performance and internal equity within the Company.

At the beginning of each fiscal year, the Compensation Committee generally reviews and adjusts the base salaries for each of the Company’s executives, with any adjustments to become effective on April 1st of that year. NEOs who were employed by the Company at that time received base salary increases ranging between 3.0% to 10.0%, to better align their pay with the market. Base salaries for each NEO are shown below:
NEO2020
Year-End Base Salary
2021
Year-End Base Salary
% Change
Scott Buckhout$790,000$810,0002.5%
Abhishek Khandelwal$400,000$440,00010.0%
Tony Najjar$385,000$396,5003.0%
Arjun Sharma$360,000$371,0003.1%
Jessica Wenzell (1)$340,000$390,00014.7%
Sumit Mehrotra (2)$412,000N/A
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(1)Ms. Wenzell received a 10.0% merit increase in April 2021 and a 4.3% increase in November 2021 in connection with her taking on the additional role of Chief People Officer.
(2)Mr. Mehrotra received a 3.0% merit increase in April 2021 prior to his termination of employment on July 5, 2021.

The salaries for Messrs. Buckhout, Najjar, Sharma and Mehrotra were increased to maintain alignment of their compensation relative to, in the case of Messrs. Buckhout and Mehrotra, executives in comparable positions within our peer companies, and in the case of Messrs. Sharma and Najjar, market benchmarks determined based on general industry survey data. The salaries for Mr. Khandelwal and Ms. Wenzell were increased more significantly in order to more appropriately align salary level relative to median market practice for these roles.
Short-Term Incentive Plan
Target Award Opportunities. The STI Plan provides our NEOs the opportunity to earn a performance-based annual cash bonus. Actual bonus payouts depend on the achievement of pre-established performance objectives and can range from 0% to 300% of target award amounts, depending on the financial measure. Target annual award opportunities for the NEOs are approved by the Compensation Committee and are intended to be competitive in the market in which the Company competes for talent and reflect the level of responsibility of the role. They are, therefore, set at or around the median for comparable positions in the market. For 2021, target award amounts, which are stated as a percentage of base salary, were as follows:


NEOTarget Award Opportunity (as % of base salary)
Scott Buckhout110%
Abhishek Khandelwal(1)70%
Tony Najjar60%
Arjun Sharma60%
Jessica Wenzell60%
Sumit Mehrotra(2)60%
(1)Mr. Khandelwal was not eligible to receive any payments under the 2021 STI Plan as a result of his resignation on December 31, 2021.
(2)Mr. Mehrotra was eligible to participate in the 2021 STI Plan on a pro-rated basis pursuant to the terms of his separation agreement in connection with his termination of employment on July 5, 2021

Performance Measures, Weightings and Goals. Our STI Plan pays participants based on levels of performance against rigorous metrics established by the Compensation Committee. The performance measures vary depending upon the role and responsibility of the NEO.
For 2021, STI awards for Corporate NEOs were based on achievements, as calculated based on the following performance measures and weightings:
Performance MeasuresWeightings
Aerospace & Defense Group(1)30%
Industrial Group(1)30%
CIRCOR AOI30%
CIRCOR Free Cash Flow10%
(1)Reflects Group STI Plan results calculated pursuant to the table below but excluding the impact of CIRCOR AOI on such results

For purposes of calculating STI awards for Group NEOs, group-specific AOI, Adjusted Working Capital % of Sales, Net Sales and CIRCOR AOI are considered.

For 2021, STI awards for Group NEOs were based on the achievement of the following performance measures and weightings for each group (which impact all NEOs):

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Performance MeasuresWeightings
Group AOI35%
CIRCOR AOI30%
Group Adjusted Working Capital % of Sales20%
Group Net Sales15%

The table below summarizes the Threshold, Target, Stretch and Above Stretch performance levels and the calculated results for each performance measure in effect for our NEOs in 2021. For performance between Threshold, Target, Stretch and Above Stretch, bonus pool funding is determined by linear interpolation.

Measure(1)ThresholdTargetStretchAbove StretchAchievement
Results(1)
A&D Group AOI$44.8M$64.0M$83.1M$102.3M$55.3M
A&D Group AWC % of Sales29.9%23.0%16.1%9.2%37.8%
A&D Group Net Sales$225.6M$282.0M$338.4M$394.8M $250.1M
Industrial Group AOI$28.8M$41.2M$53.5M$65.9M$23.2M
Industrial Group AWC % of Sales30.4%23.4%16.3%9.3%19.0%
Industrial Group Net Sales$331.9M$414.8M$497.8M$580.8M $415.0M
CIRCOR AOI$66.7M$83.4M$100.1M$116.8M $51.4M
CIRCOR Free Cash Flow$32.9M$47.0M$61.1M$75.2M ($3.9M)
Plan Funding as % of Target Bonus (2)50.0%100.0%200%300.0%See table below
(1)Threshold, Target, Stretch and Above Stretch are calculated using a set foreign exchange rate. That same rate is used to calculate Achievement Results. The Compensation Committee believes that it is important to use a set exchange rate for metric and result calculations to reduce the impact on the level of achievement of metrics caused by fluctuations in exchange rates, which are beyond the control of our NEOs.
(2)To achieve funding above Target level with respect to Group AWC% of Sales, Group AOI achievement must be at or above Threshold; to achieve funding above Target level with respect to Group Net Sales, Group AOI achievement must be at or above Target; to achieve funding above Target level with respect to CIRCOR Free Cash Flow, CIRCOR AOI achievement must be at or above Threshold.

Based on the outlook at the time the goals were set and with input from Pearl Meyer, the Compensation Committee concluded that these performance goals struck an appropriate balance in providing both a reasonable probability of attainment and sufficient rigor and motivation of superior performance. The Compensation Committee considered the probability of achievement of different levels of performance as well as the uncertainty concerning the Company’s performance in 2021.

2021 Short-Term Incentive Plan Results

The calculated results of our 2021 STI Plan, as reflected in the table above, fell short of our targets, in part due to the slow pace of recovery from the waning impact of the COVID-19 pandemic on our business and also due to the Pipeline Engineering impacts to our financial results.

Our NEOs shared in the STI payments based on the STI Plan funding results of their respective business Group as set forth in the table below:

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NEOSTI Plan Group AlignmentSTI Plan Funding ResultTarget STI Plan AmountActual Award
(as a % of Target)
Actual Award
(in Dollars)
Scott Buckhout(1)
Corporate31.2%$891,000—%$—
Abhishek Khandelwal(2)
Corporate31.2%$308,000—%$—
Tony NajjarAerospace & Defense Group37.9%$237,90037.9%$90,057
Arjun SharmaCorporate31.2%$222,60031.2%$69,505
Jessica WenzellCorporate31.2%$234,00031.2%$73,064
Sumit Mehrotra(1)(3)
Industrial Group0.4%$129,793—%$—
(1)Based on the significant accounting irregularities discovered by the Company with respect to its Pipeline Engineering business unit as announced in the Form 8-K filed on March 14, 2022, which occurred over multiple years under the leadership of Messrs. Buckhout and Mehrotra, the impacts thereof on actual performance of the STI financial metrics, the inability to rely on the Company’s prior financial statements due to the misstatements, and the impending restatement of the Company’s financial results, the Committee determined it is in the best interest of the Company to exercise the Committee’s discretion to adjust the amounts earned by Mr. Buckhout and Mr. Mehrotra under the 2021 STI Plan to zero.
(2)Mr. Khandelwal did not receive any payments under the 2021 STI Plan as a result of his termination of employment on December 31, 2021.
(3)Mr. Mehrotra was eligible to participate in the 2021 STI Plan on a pro-rated basis pursuant to the terms of his separation agreement in connection with this termination of employment on July 5, 2021. The Company agreed to Mr. Mehrotra's eligibility for a 2021 bonus payout in exchange for his mutually agreed date of termination and the orderly transition of his responsibilities to other employees. Due to the Pipeline Engineering accounting irregularities, Mr. Mehrotra's 2021 STI payment was adjusted to zero.

Historical Alignment of Performance and STI Plan Results

The chart below depicts our track record of past payouts for Corporate NEOs, under our STI Plan, over the last five years:


YearSTI Payout as % of Target
201742.5%
2018107.2%
201970%
202075%*
202131.2%
*2020 Result: reflects adjustment approved by the Compensation Committee from the actual 28.3% of target achieved.
Management Stock Purchase Plan (“MSPP”)

In connection with our 2021 STI Plan payments, consistent with past practice, many of our NEOs made an advanced election to apply all or a portion of their 2021 STI Plan cash bonus payment towards the purchase of RSUs under the MSPP. The table below outlines the MSPP deferral election made by our NEOs prior to the beginning of 2021.

NEO2021 Cash Bonus Deferral - Election
Scott Buckhout (1)70%
Abhishek Khandelwal—%
Tony Najjar30%
Arjun Sharma100%
Jessica Wenzell—%
Sumit Mehrotra (1)100%
(1)Although Messrs. Buckhout and Mehrotra each elected to participate in the MSPP with respect to the 2021 STI payout, no MSPP awards were granted since they did not receive a 2021 STI payment as a result of the Pipeline Engineering accounting irregularities.


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Long-Term Incentive Awards

LTI awards are intended to provide executives with a continuing stake in the long-term success of the Company and to align their interests with those of stockholders. LTI awards are also used to attract, retain and motivate executives responsible for the Company’s long-term success.

The Compensation Committee evaluates the Long Term Incentive Plan (the “LTI Plan”) annually relative to its objectives as well as practices within the Peer Group Companies. For our 2021 LTI grants, we introduced a new performance measure for our PSUs of Relative TSR, which compares our performance against a peer group of companies within the S&P 600 SmallCap Industrial Index, as described in more detail below. In addition to eliminating the difficulty of setting multi-year financial targets during an uncertain business environment, the change to using Relative TSR award structure for our LTI program eliminates redundancy of financial metrics between our STI and LTI Plans, further aligns our NEO compensation with stockholder interests by rewarding for TSR performance above peers and also aligns the three-year cliff performance and vesting periods with peer market practice.

The 2021 LTI Plan included an equal mix of PSUs based on the Relative TSR measure and time-based RSUs. The Committee believes that using a mix of performance and time-based awards provides balance to the LTI Plan with substantial alignment to shareholder interests with the TSR measure and mitigates retention risk for our NEOs in periods when performance may lag our peers. Vesting of LTI awards is subject to continued employment with the Company on the date of vesting, creating a retention incentive for our NEOs.

Target LTI awards for each of our NEOs in 2021 was expressed in dollar amounts and varied based on consideration of factors such as role, level of responsibility, performance and past award history:

NEOPSUs(1)RSUs(1)Total Value
Scott Buckhout(2)$1,425,000$1,425,000$2,850,000
Abhishek Khandelwal(2)$225,000$225,000$450,000
Tony Najjar(3)$200,000$200,000$400,000
Arjun Sharma$200,000$200,000$400,000
Jessica Wenzell(4)$125,000$125,000$250,000
Sumit Mehrotra(2)$200,000$200,000$400,000
(1)The number of share units underlying the PSUs and RSUs was determined based on the average per share price of the Company’s common stock for the 20 consecutive trading days ending on March 16, 2021, rounding up for any fractional shares. The corresponding grant date fair value of these awards as reported in the Summary Compensation Table and Grants of Plan Based Awards Table differs from the values listed above since we generally account for these types of awards using the closing price of the Company’s common stock on the trading day preceding the grant date and, with regard to PSUs, the grant date fair value is determined based on a Monte Carlo simulation that takes into account the probability of all possible stock price outcomes and Relative TSR performance between the start of the performance period (February 26, 2021) and the grant date (March 17, 2021).
(2)Awards for Messrs. Buckhout, Khandelwal and Mehrotra were subsequently forfeited in connection with their termination of employment, with the exception of the first vesting tranche (one-third) of Mr. Buckhout's RSU award which vested pursuant to his termination agreement.
(3)Mr. Najjar's target award was increased to $500,000, to be effective with the 2022 award cycle, in connection with his appointment to the Chief Operating Officer and Interim President and Chief Executive Officer role effective January 19, 2022.
(4)Ms. Wenzell's target award was increased to $350,000, to be effective with the 2022 award cycle, in connection with her additional appointment as Chief People Officer, in addition to General Counsel, effective November 15, 2021.

In conjunction with its annual review of the compensation program design, the Compensation Committee determined that a change to the structure of future PSU awards from using internal financial measures to using Relative TSR would (1) eliminate the difficulty of setting multi-year financial targets during an uncertain business environment, (2) eliminate redundancy of financial metrics between our STI and LTI plans, (3) further align our NEO compensation with stockholder interests by rewarding for TSR performance above peers and (4) align the three-year cliff performance and vesting periods with peer market practice. Effective with the 2021 LTI awards, the performance metric for the PSU portion of NEO awards is based on Relative TSR, which will measures the Company’s return to stockholders in the form of stock price appreciation and assuming reinvestment of any dividends over a three-year period relative to that of other peer industrial companies (the "TSR Peer Group"). The TSR Peer Group is comprised of a custom group of companies listed on the S&P 600 SmallCap Industrial Index, which includes other mid-sized industrial companies that are comparable to the current profile of the Company.

For purposes of above, "S&P 600 SmallCap Industrial Index" means each company that was in the S&P 600 SmallCap Industrial Index as of February 26, 2021 and continues to be a member of such index through February 29, 2024 (and including
58



any companies that become bankrupt or insolvent prior to such date) but excluding the following companies that the Compensation Committee determined were inappropriate comparisons: Exponent, Inc., Forrester Research, Inc., Heidrick and Struggles International, Inc, Interface, Inc., Kelly Services, Inc., Korn Ferry, Matthews International Corporation, Pitney Bowes, Inc., Resources Connection Inc., True Blue Inc., Unifirst Corporation, US Ecology Inc., and Viad Corp. The companies excluded from the TSR Peer Group were removed due to the higher concentration of services in their business mix relative to the Company.

Final award value is determined after completion of the three-year performance period based on the following schedule, subject in each case to (1) a vesting limit of no more than the number of target shares awarded if absolute TSR over the three year performance period is negative (the "Negative Return Cap") and (2) a limit on the value of shares than can vest, determined as of the last day of the performance period, equal to a maximum of six hundred percent (600%) of the product of (i) the number of target shares awarded, times (ii) the fair market value of a share of Common Stock on the grant date (the “600% Cap”). If the 600% Cap is exceeded, the number of PSUs that would otherwise become earned PSUs will be reduced to the extent necessary to avoid the 600% Cap being exceeded.

Company TSR Relative to the TSRs of the S&P 600 SmallCap Industrial Companies
for the Performance Period
Earned
Vesting
Percentage
(% of target shares awarded that will vest)(1)
Below 25th Percentile0%
25th Percentile50%
50th Percentile100%
75th Percentile or Higher200% (Maximum)
(1) Subject to the Negative Return Cap and/or the 600% Cap, as applicable, as defined in the preceding paragraph.

As of December 31, 2021, the Company's Relative TSR from the beginning of the performance period of February 26, 2021 was below 25th percentile.
Prior Year PSU Results
LTI awards made to our NEOs in 2020 and 2019 were also delivered in a 50/50 mix of RSUs and PSUs. The actual realizable value of these PSUs is determined based on cumulative performance over three years. For each performance year in the three-year performance period, cumulative goals were set for adjusted cash flow and adjusted operating margin and performance is assessed at the end of each year to determine the number of shares to vest.
The PSUs will vest only if the pre-established cumulative goals are met. PSUs that do not vest in years one or two of the performance period due to performance results may vest in a subsequent year up to 100% if the cumulative performance in years two and/or three, as applicable, is 100% of target or above. Performance at threshold achievement level results in .01% of target shares vesting; performance at target achievement level results in 100% of target shares vesting; and performance at maximum achievement level or better results in a maximum of 200% of target shares vesting.
For the second vesting tranche of the PSUs granted in 2020 (reflecting cumulative results for 2020 and 2021), the Company’s performance fell below the threshold for Adjusted MCF and Average AOM resulting in zero shares vesting, as detailed below:

Performance Measures
(50/50 weighting)
Performance RangeActual Performance%
Payout
Shares Earned and Vested
ThresholdTargetMaximum
Fiscal Years 2020-2021 Adjusted MCF$83.2M$104.0M$124.8M$23.7M—%0
Fiscal Years 2020-2021 AOM10.8%13.5%16.1%7.2%—%0
With regard to the third and last vesting tranche of the 2019 PSUs granted in 2019 (reflecting cumulative results for 2019, 2020 and 2021), the Company underachieved its cumulative targets for Free Cash Flow and Average AOM. As a result of the impact of the Pipeline Engineering matters on the Company's financial performance over the three-year performance period of this award, the Compensation Committee exercised the Committee’s discretion to adjust the amounts earned under the last tranche of the 2019 PSU award to zero, as described in more detail in note (2) to the table below:
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Performance Measures
(50/50 weighting)
Performance RangeActual Performance%
Payout
Shares Earned and Vested
ThresholdTargetMaximum
Fiscal Years 2019-2021 Adjusted FCF(1)
$12.9M$185.4M$154.1M($33.6M)—%0
Fiscal Years 2019-2021 AOM6.72%9.60%12.48%6.88%—%0
(1) "Adjusted Free Cash Flow" for this award is is calculated by adding the Company’s cash provided by operating activities less capital expenditures for that year.
(2) Based on the significant accounting irregularities discovered by the Company with respect to the Pipeline Engineering business unit as announced via Form 8-K filed on March 14, 2022, the impacts thereof on actual performance of the PSU financial metrics, the inability to rely on the Company’s prior financial statements due to the misstatements, and the impending restatement of the Company’s financial results, the Committee determined it is in the best interest of the Company to exercise the Committee’s discretion to adjust the amounts earned under the last tranche of the 2019 PSU award to zero.

Retention Incentive Compensation

In connection with the Mr. Khandelwal's termination of employment in December 2021 and our search for a new chief financial officer, the Compensation Committee approved retention awards for two of our NEOs that are integral to our financial reporting, disclosure and corporate governance processes. These awards were made to retain experienced executives to provide continuity of leadership for these important functions through the end of 2022. See also 2022 Compensation Actions Update below for discussion on additional retention issued in 2022.

Mr. Sharma, in connection with his appointment to interim Chief Financial Officer effective January 1, 2022, will receive (1) an additional $4,500 per bi-weekly pay period during the term of his interim role, (2) payment on his behalf up to $65,000 towards an executive management education program, (3) a retention bonus installment in the amount of $95,000 following June 30, 2022, and (4) a second retention bonus installment in the amount of $45,000 following December 31, 2022.

Ms. Wenzell, in connection with her General Counsel role, received a retention bonus installment in the amount of $100,000 following the timely filing of our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2021, and will receive a second retention bonus installment in the amount of $50,000 following December 31, 2022.

Payment of each bonus installment is subject to (1) continued employment, (2) absence of a notice from the executive or from the Company of intent to terminate employment and (3) satisfactory performance through the applicable scheduled installment payment dates and, additionally, payment of the first bonus installment is subject to repayment to the Company in the event of termination of employment for cause prior to December 31, 2022. Mr. Sharma's retention installments, to the extent not already paid, are subject to full payment in the event the Company terminates his employment without cause. Ms. Wenzell's retention installments, to the extent not already paid, are subject to payment on a pro-rata basis in the event the Company provides notice of its intent to terminate her employment without cause.

Long-Term Incentive Granting Practices

Most LTI awards are granted at the time of the annual grant in the first quarter of the year, although awards may be granted as part of the hiring process or in connection with a change in responsibility. LTI awards granted during the year have a grant date no earlier than the date of approval. Grants for our executive officers are typically reviewed and approved at a regularly scheduled Compensation Committee meeting or by written consent in advance of the individual’s employment commencement or promotion date. For these awards, the grant date is the date of the meeting if the individual receiving the grant has already commenced employment. If the individual has not yet commenced employment, the date of grant is the business day following the individual’s first day of employment.

For our 2021 annual LTI awards, the number of share units underlying each award was determined by dividing the award value by the average per share price of the Company’s common stock for the 20 consecutive trading days ending on March 16, 2021, rounding up for any fractional shares. This method was introduced in the first quarter of 2020, in lieu of using the closing price on the grant date, during a highly volatile period in the trading price of our stock. Using this approach ensures that the number of share units awarded is not inflated due the closing price on the grant date.
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Other Executive Compensation Practices & Policies
Stock Ownership Guidelines
To further align the interests of the executive officers of the Company with the interests of the stockholders, the Company has adopted Stock Ownership Guidelines for executive officers. These guidelines establish an expectation that, within a five-year period, each NEO shall achieve and maintain an equity interest in the Company at least equal to a specified multiple of such individual’s annual base salary. The applicable multiples are as follows:

PositionTarget
Chief Executive Officer5x annual base salary
Chief Financial Officer3x annual base salary
Other NEOs2x annual base salary
In calculating an individual’s equity interest, credit is given for (i) the value of actual shares of Common Stock owned beneficially, (ii) the before-tax value of all vested stock options and (iii) the before-tax value of all outstanding RSU awards (including those which the individual has received in lieu of bonus compensation). The calculation of an individual’s equity interest, however, does not include the value of any outstanding equity awards subject to risk of forfeiture by virtue of performance.
An annual review is conducted by our Nominating and Corporate Governance Committee to assess compliance with the guidelines. As of December 31, 2021, each of our NEOs met their applicable ownership guidelines, or, for NEOs who have been with the Company for less than five years, were on track to achieve their ownership guidelines by the applicable target compliance date. No adjustments to stock ownership guidelines were made due to the COVID-19 pandemic.

Clawback Policy

Under our clawback policy, in the event of a restatement of the Company’s financial results, the Board may recover or require reimbursement of incentive compensation received by a NEO during the three completed fiscal years immediately preceding the date on which we are required to prepare a restatement. In addition, if the Board determines that a NEO engaged in misconduct, then the Board shall take such action as it deems to be in the Company’s best interest and necessary to remedy the misconduct or acts/omissions of the NEO and prevent their recurrence, including recovery or required reimbursement of incentive compensation. Misconduct for this purpose includes, but is not limited to, fraudulent, criminal or other willful misconduct, any action or inaction that causes harm, willful and material breach of Company policies, breach of confidentiality obligations or withholding of material information from or misstatement to the Board. Any recoupment under this policy may be in addition to, and shall not otherwise limit, any other remedies that may be available to the Company under applicable law, including disciplinary actions up to and including termination of employment.

Insider Trading, Anti-Hedging & Anti-Pledging Policies

We maintain an insider trading policy that prohibits hedging the economic risk of ownership of our stock by all directors, executive officers and certain designated employees. No person who is considered an “insider” of the Company, which includes each of our NEOs and directors, may directly or indirectly sell any securities of the Company that are not owned by the person at the time of the sale (short sale). Such persons also may not purchase or sell puts, calls, options or other derivative instruments in respect of our securities at any time without the approval of the Company’s Clearance Officer. We also do not allow officers or directors to pledge Company stock.

Risk Assessment and Mitigation of Compensation Policies and Practices

The Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent consultant, Pearl Meyer. In addition, our Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.




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Other Benefits

The Company maintains a defined contribution 401(k) plan in which substantially all of our U.S. employees, including our NEOs, are eligible to participate. We also maintain a nonqualified deferred compensation plan to provide benefits, at the Company’s discretion, that would otherwise be provided under the qualified 401(k) plan to certain participants but for the imposition of certain maximum statutory limits imposed on qualified plan benefits (for example, annual limits on eligible pay and contributions).

We also provide our NEOs with a limited number of perquisites as part of their compensation arrangements, which we consider to be reasonable and consistent with competitive practice. These perquisites include annual car allowances and financial counseling/tax preparation services, which, in total, comprise a de minimis part of the NEO’s target total direct compensation.

Severance and Change in Control Agreements

In order to attract and retain key executives, the Company has entered into severance and change of control agreements with our NEOs, including special severance agreements entered into with Messrs. Buckhout and Mehrotra in connection with their termination of employment, as discussed in “Severance and Other Benefits upon Termination of Employment or Change of Control.”

The agreements are intended to support management continuity and align with market practice. The change of control agreements are intended to maintain focus on stockholder value creation in the event of an actual or threatened change of control. Pursuant to Company policy, the Company does not provide tax gross-ups in connection with any compensatory arrangements. As a result, we do not have any change of control agreements that provide for tax gross-ups. More detail is provided below in “Severance and Other Benefits upon Termination of Employment or Change of Control.”
2022 Compensation Actions Update
In conjunction with the departure of Mr. Buckhout on January 19, 2022 and the announcement that our Board has initiated a review of potential strategic alternatives in response to multiple inquiries from third parties about a possible transaction, the Compensation Committee and/or the Board took the following actions:

For Mr. Najjar, in connection with his appointment to Chief Operating Officer and Interim President and Chief Executive Officer effective January 19, 2022, the Board approved (1) an increase in base salary from $396,500 to $425,000, (2) an increase in STI target for 2022 from 60% to 65% of base salary, (3) a 2022 LTI grant in the amount of $500,000, and (4) for his interim role, additional compensation of $20,000 per month during the term of his interim role and a $250,000 RSU grant schedule to vest one year following grant (with vesting accelerated if Mr. Najjar’s employment with the Company is terminated for a reason other than for cause) to be granted upon the earlier of the conclusion of his interim role or immediately prior to a change of control event.
The Compensation Committee also approved a retention award for Mr. Najjar in the amount of $40,000, scheduled to vest in two equal installments on August 31, 2022 and November 30, 2022
For Mr. Sharma, the Compensation Committee approved an additional retention award of $74,000, scheduled to vest in two equal installments on August 31, 2022 and November 30, 2022]
For Ms. Wenzell, the Compensation Committee approved an additional retention award of $78,000, scheduled to vest in two equal installments on August 31, 2022 and November 30, 2022

Additionally, in connection with the filing delay of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2021 and the corresponding delay in the grant of our 2022 LTI awards, the Compensation Committee conditionally approved the cash settlement of these LTI awards in the event that a change in control transaction is consummated prior to the grant date. This action was taken to provide our executives with a measure of certainty regarding their compensation during a period of significant uncertainty about the future ownership and leadership structure of the Company.

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SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION AND
OTHER PAYMENTS TO THE NAMED EXECUTIVE OFFICERS

The following sections provide a summary of cash and certain other amounts earned by the NEOs in Fiscal Year 2021 (and the preceding two fiscal years). Except where noted, the information in the Summary Compensation Table generally pertains to compensation to the NEOs for Fiscal Year 2021. We encourage you to read the following tables closely. The narratives preceding the tables and the footnotes accompanying each table are important parts of each table. Also, we encourage you to read this section in conjunction with the Compensation Discussion and Analysis above.

2021 Summary Compensation Table
Name and
Principal Position
YearSalaryBonus
Stock
Awards (1)
Option
Awards(2)
Non-Equity Incentive Plan Compensation(3)
All Other Compensation(4)
Total
(a)(b)(c)(d)(e)(f)(g)(h)(i)
Scott Buckhout
Former President and Chief Executive Officer (5)
2021$805,385$—$3,410,115$—$—$14,001$4,229,501
2020$754,017$405,586$2,193,689$—$246,164$3,582$3,603,038
2019$761,077$—$1,259,320$1,375,000$—$13,449$3,408,846
Former Abhishek Khandelwal
Chief Financial Officer (6)
2021$430,769$—$502,973$—$—$26,001$959,743
2020$273,077$234,470$428,641$—$51,268$11,032$998,488
Tony Najjar
President, Aerospace and Defense Group
2021$393,846$—$477,828$—$90,057.00 $14,031$885,705
2020$345,962$79,356$368,095$—$128,544$2,835$924,792
Arjun Sharma
Senior Vice President, Business Development

2021$368,462$—$526,926$—$69,505.00 $22,401$917,789
2020$315,712$100,813$395,605$—$61,187$14,342$887,659
2019$301,412$—$187,500$62,500$—$25,762$577,174
Jessica Wenzell
Senior Vice President, General Counsel & Chief People Officer
2021$368,000$—$279,469$—$73,064.00 $13,890$661,359
Sumit Mehrotra
Former President, Industrial Group (7)
2021$219,162$—$480,616$—$—$48,671$748,449
2020$407,077$110,127$304,632$—$25,833$213,927$1,061,596
2019$383,846$—$240,000$80,000$—$371,533$1,075,379
(1)
Reflects the grant date fair value of PSUs and time-based restricted stock units (“Time RSUs”), including MSPP RSUs attributable to the 33% discount on restricted stock units purchased under our Management Stock Purchase Plan (MSPP) in 2021 in connection with our 2020 STI Plan. For more details about these grants, please refer to the section below entitled “2021 Grants of Plan-Based Awards.” A discussion of the assumptions used in calculating the amounts in this column may be found in Note 14 (“Share-Based Compensation”) to our audited consolidated financial statements for the year ended December 31, 2021 included in this Annual Report on Form 10-K.
(2)Reflects the aggregate grant date fair value of stock options awards. For a discussion of the assumptions related to the calculation of the amounts in this column, refer to Note 14 (“Share-Based Compensation”).
(3)Reflects the amounts earned under our STI Plan by each NEO, whether received in cash or RSUs. Some of our NEOs elected to use all or a portion of their short-term incentive to purchase RSUs under our MSPP in 2021 and 2020. There were no annual bonus payments made to NEOs for 2019. The number of RSUs purchased by each NEO is as follows:
NEOYearPercentage of Bonus Used to Purchase RSUsAmount of Bonus Excluding Sign-On BonusAmount of Non-Equity Incentive Plan CompensationAmount of Bonus Plus Non-Equity Incentive Plan CompensationAmount of Bonus Used to Purchase RSUsNumber of Purchased RSUs
Scott Buckhout202170%$0
202070%$405,586$246,164$651,750$456,22517,100
201965%$0
Abhishek Khandelwal2021—%$—$—$—$—
2020—%$84,470$51,268$135,738
Tony Najjar202130%$90,057.00 $90,057.00 $27,017.00 TBD
202030%79,356128,544$207,90062,3702,337
Arjun Sharma2021100%$—$69,505.00 $69,505.00 $69,505.00 TBD
2020100%$100,813$61,187$162,000$162,0006,072
2019100%$—$—$—$—
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Jessica Wenzell2021—%$73,064.00 $73,064.00 — — 
Sumit Mehrotra2021100%$—$—$—
202050%$110,127$25,833$135,960$67,9802,548
2019100%$—$—$—$—
Under our MSPP, the purchase price for RSUs is 67% of the closing price of our Common Stock on the business day prior to the date of grant. The grant date fair value of the 33% discount is referred to as MSPP RSUs, and the MSPP RSUs have been included under the Stock Awards column as additional compensation to NEOs. The total number of RSUs to be purchased in connection with the 2021 STI Plan will be determined by dividing the dollar amount of the bonus indicated in the above table by 67% of the closing price of our Common Stock on the grant date, scheduled to occur following the filing our our 2021 Annual Report on Form 10-k. For the 2020 STI Plan, the total number of RSUs purchased was determined by dividing the dollar amount of the bonus indicated in the above table by $26.68, which is 67% of the closing price of our Common Stock on March 16, 2021. The actual number of RSUs purchased under the MSPP may be reduced to pay for tax withholding. Although Messrs. Buckhout and Mehrotra each elected to participate in the MSPP with respect to the 2021 STI payout, no MSPP awards were granted since they did not receive a 2021 STI payment.
(4)See “2021 All Other Compensation Table” for specific items in this category.
(5)Mr. Buckhout terminated employment with CIRCOR on January 19, 2022. The equity awards granted to Mr. Buckhout in 2021 and disclosed in the Summary Compensation Table were forfeited except for 12,787 RSUs that vested pursuant to his separation agreement.
(6)Mr. Khandelwal terminated employment with CIRCOR on December 31, 2021. The equity awards granted to Mr. Khandelwal in 2021 and disclosed in the Summary Compensation Table were forfeited
(7)Mr. Mehrotra terminated employment with CIRCOR on July 5, 2021. The equity awards granted to Mr. Mehrotra in 2021 and disclosed in the Summary Compensation Table were forfeited.

2021 All Other Compensation Table

Name
Perquisites
and Other
Personal
Benefits (1)
Tax
Preparation
and
Financial
Planning
Life Insurance
Premiums
(2)
Payments
Relating to
Employee
Savings
Plan
(3)
Other
(4)
Total
Scott Buckhout................................................
$1,201$—$1,200$11,600$—$14,001
Abhishek Khandelwal.........................................
$13,201$—$1,200$11,600$—$26,001
Tony Najjar....................................................
$1,201$—$1,200$11,600$30$14,031
Arjun Sharma..................................................
$9,601$—$1,200$11,600$—$22,401
Jessica Wenzell................................................
$1,186$—$1,104$11,600$—$13,890
Sumit Mehrotra................................................
$5,128$5,887$626$7,175$48,671$67,487
(1)The amounts shown in this column reflect each NEO’s annual car allowance and the cost of group accident and disability insurance that provides for higher coverage levels than generally available to other employees.
(2)The amounts shown in this column reflect group term life insurance premiums paid on behalf of each NEO.
(3)The amounts shown in this column reflect Company matching contributions to each NEO’s 401(k) savings account of up to 4.0% of eligible compensation subject to the limits imposed by IRS regulations.
(4)For Mr. Mehrotra, the amount shown in this column reflects payment for accrued vacation.


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2021 Grants of Plan-Based Awards
The following table summarizes the grant of plan-based awards made to our NEOs in 2021.

NameType of
 Award (1)
Grant
Date
Approval DateEstimated Future Payouts
 Under Non-Equity Incentive
 Plan Awards (2)
Estimated Future Payouts
 Under Equity Incentive
 Plan Awards (3)
All Other Stock
 Awards: Number of Shares of Stock or Units
 (#)
Grant Date Fair
 Value of Stock and Option Awards ($) (4) (5)
Thresh-hold
 ($)
Target
 ($)
Maxi-mum
 ($)
Thresh-hold
 (#)
Target
 (#)
Maxi-mum
(#)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(l)
Scott BuckhoutSTI445,500891,0002,673,000
PSU3/17/20213/3/202119,18038,35976,7181,657,876
Time RSU3/17/20213/3/202138,3611,527,535
MSPP RSU3/17/20213/3/20215,643224,704.26
Abhishek KhandelwalSTI154,000308,000924,000
PSU3/17/20213/3/20213,0296,05712,114261,784
Time RSU3/17/20213/3/20216,057241,190
Tony NajjarSTI118,950237,900713,700
PSU3/17/20213/3/20212,6925,38410,768232,696
Time RSU3/17/20213/3/20215,385214,431
Time RSU3/17/20213/3/202177130,701
Arjun SharmaSTI111,300222,600667,800
PSU3/17/20213/3/20212,6925,38410,768232,696
Time RSU3/17/20213/3/20215,385214,431
MSPP RSU3/17/20213/3/20212,00479,799
Jessica WenzellSTI117,000234,000702,000
PSU3/17/20213/3/20211,6833,3656,730145,435
Time RSU3/17/20213/3/20213,366134,034
Sumit MehrotraSTI127,350254,700764,100
PSU3/17/20213/3/20212,6925,38410,768232,696
Time RSU3/17/20213/3/20215,385214,431
MSPP RSU3/17/20213/3/202184133,489
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(1)Type of Award:
"STI" refers to cash awards that are subject to performance conditions under the STI Plan
"PSU" refers to RSU awards that are subject to performance conditions
"Time RSU" refers to RSU awards that are subject to time-based vesting only
"MSPP RSU" refers to the portion of Time RSU awards granted under our Management Stock Purchase Plan (MSPP) that are attributable to the 33% discounted purchase price. Each of our NEOs, other than Mr. Khandelwal and Ms. Wenzell, elected to use a portion of his or her short-term incentive bonus awarded under our 2020 STI Plan to purchase Time RSUs at a price equal to 67% of the closing price of our Common Stock on the business day prior to the date of grant. See footnote (3) to the “Summary Compensation Table” for a description of the actual amount of annual bonus earned by each of the NEOs, the corresponding amount of each NEO’s bonus that was used to purchase RSUs and the total number of RSUs purchased.
The Time RSU, PSU, and MSPP RSU awards were granted under our LTI Plan. See Summary Compensation Table and the footnotes thereto for additional information on these types of awards.
(2)The amounts in these columns indicate the threshold, target and maximum performance bonus amounts payable under our STI Plan prior to deducting any amounts the NEO elected to use to purchase RSUs under the MSPP. The potential bonus amounts payable under the STI Plan are based on the achievement of specific financial performance metrics. The NEOs would receive a bonus payout equal to 50% of their target bonus at the threshold level of performance and 300% of their target bonus at the maximum level of performance. If none of the threshold performance metrics are met, no bonus would be payable to the NEOs under the STI Plan unless otherwise determined by the Compensation Committee.
(3)The amounts in these columns indicate the threshold, target and maximum number of shares that the NEO could receive if an award payout is achieved under the PSUs. These potential share amounts are based on achievement of relative total shareholder return goals compared to a specified index of small-sized industrial companies during the performance period beginning on February 26, 2021 and ending on February 29, 2024. The NEO would receive 50% of the target number of shares at the threshold level of performance and 200% of the target number of shares at the maximum level of performance. If the threshold performance target is not met, then our NEOs will not receive any shares.
(4)The amounts in this column reflect the aggregate grant date fair values of the PSUs reflected in column (g) and Time RSUs and MSPP RSUs reflected in column (i), each calculated in accordance with accounting guidance.
(5)Included in this column is the grant date fair value of the target number of PSUs granted to each NEO, which we consider to be the probable outcome of the performance conditions as of the grant date. The following table shows for each NEO the grant date fair value of the target number of PSUs granted to each such officer that is included in the Summary Compensation Table and the grant date fair value of the maximum number of PSUs.

NEOTarget Number of PSUsGrant Date Fair Value of Target Number of PSUsMaximum Number of PSUsGrant Date Fair Value of Maximum Number of PSUs
Scott Buckhout38,359$1,657,87676,718$3,315,752
Abhishek Khandelwal6,057$261,78412,114$523,567
Tony Najjar5,384$232,69610,768$465,393
Arjun Sharma5,384$232,69610,768$465,393
Jessica Wenzell3,365$145,4356,730$290,871
Sumit Mehrotra5,384$232,69610,768$465,393
The target number of PSUs awarded in 2021 is earned if our relative total shareholder return goals are achieved during the performance period beginning on February 26, 2021 and ending on February 29, 2024. The maximum number of PSUs that can be earned is two times the target number of PSUs. See “Long Term Equity Incentives” in “Compensation Discussion and Analysis” for more details.






66



Outstanding Equity Awards at 2021 Fiscal Year-End
Option AwardsStock Awards
Name
Type
of
Award
(1)
Number of Securities Underlying Unexercised Options Exercisable (#)(2)
Number of Securities Underlying
Unexercised Options
Unexercisable (#) (2)
Equity Incentive Plan Awards: Number of Securities Underlying unexercised unearned options (#)
Option Exercise Price
($)
Option Expiration
Date

Award
Grant
Date
Number of Shares or Units of Stock That
Have Not Vested (#)
Market Value
of Shares or Units of Stock That Have Not
Vested
($) (3)
Equity Incentive Awards: Number of Unearned Shares, Units or Other
Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Scott BuckhoutPerf Option150,000 (4)$41.174/09/20234/09/2013
Option39,141$51.842/23/20222/23/2015
Option79,977$38.892/23/20232/23/2016
Option55,788$60.992/27/20242/27/2017
Option98,775$42.623/05/20253/05/2018
Option38,71177,422$33.633/04/20263/04/2019
MSPP RSU3/04/201919,486$529,629 (5)
PSU3/27/202068,445$1,860,335 (6)
Time RSU3/27/202045,630$1,240,223 (7
MSPP RSU3/17/202117,100$464,778 (5)
PSU3/17/202138,359$1,042,598 (8)
Time RSU3/17/202138,361$1,042,652 (7)
Abhishek Khandelwal (9)
Tony NajjarOption2,730$38.892/23/20232/23/2016
Option1,449$60.992/27/20242/27/2017
Option1,704$42.623/05/20253/05/2018
Option2,8161,408$33.633/04/20263/04/2019
MSPP RSU3/04/20195,183$140,874 (5)
Time RSU3/04/2019496$13,481 (7)
PSU3/27/20208,406$228,475 (6)
Time RSU3/27/20205,604$152,317 (7)
MSPP RSU3/17/20212,337$63,520 (5)
PSU3/17/20215,384$146,337 (8)
Time RSU3/17/20215,385$146,364 (7)
Arjun SharmaOption2,799$32.763/05/20223/05/2012
Option3,663$51.842/23/20222/23/2015
Option8,406$38.892/23/20232/23/2016
Option5,943$60.992/27/20242/27/2017
Option2,760$42.623/05/20253/05/2018
Option3,5201760$33.633/04/20263/04/2019
MSPP RSU3/04/20196,612$179,714 (5)
Time RSU3/04/2019620$16,852 (7)
PSU3/27/20209,609$261,173 (6)
Time RSU3/27/20206,406$174,115 (7)
MSPP RSU3/17/20216,072$165,037 (5)
PSU3/17/20215,384$146,337 (8)
Time RSU3/17/20215,385$146,364 (7)
Jessica WenzellTime RSU11/9/20201,158$31,474 (7)
PSU3/17/20213,365$91,461 (8)
Time RSU3/17/20213,366$91,488 (7)
Sumit Mehrotra (10)
(1)Type of Award:
"Time RSU" refers to RSU awards that are subject to time-based vesting only
"PSU" refers to RSU awards that are subject to performance conditions
"Perf Option" refers to inducement stock option awards that are subject to a service period and a market vesting condition
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"Option" refers to stock option awards that are subject to time-based vesting
"MSPP RSU" refers to RSU awards subject to time-based vesting pursuant to our Management Stock Purchase Plan
With the exception of the Perf Option award to Mr. Buckhout on April 9, 2013, which was granted as special inducement award under Section 303A.08 of the NYSE Listed Company Manual), each of these awards was granted under our 1999, 2014 or 2019 Stock Option and Incentive Plans.
(2)The Options listed in these columns were granted pursuant to our Equity Incentive Plan in effect at the time of grant. The Option grants on March 5, 2012 vested ratably 33% per year generally beginning on the first anniversary from such date and have a ten-year term. The Option grants on February 23, 2015, February 23, 2016, February 27, 2017, March 5, 2018 and March 4, 2019 vest ratably 33% per year generally beginning on the first anniversary from such date and have a seven-year term.
(3)The amounts shown in these columns reflect the market value of unvested RSUs calculated by multiplying the number of such unvested RSUs by $27.18, the closing price of our Common Stock on December 31, 2021.
(4)On April 9, 2013, a special inducement stock option award of 200,000 shares was granted to Mr. Buckhout with an exercise price of $41.17 per share. This stock option award includes both a service period and a market vesting condition. In 2014, certain of these targets were achieved and 150,000 shares vested and remain exercisable. The remaining 50,000 shares were canceled during 2018 due to lack of performance achievement.
(5)The amounts reflect the unvested portion of MSPP RSUs pursuant to the MSPP provisions allowing executives to receive MSPP RSUs in lieu of a specified percentage or dollar amount of their short-term incentive cash bonus. Such MSPP RSUs vest in whole on the date that is three years from the date of the grant, provided that the NEO is then employed with the Company, at which time they convert into shares of Common Stock and are issued to the executive unless the executive has selected a longer deferral period. For example, awards with a grant date of March 4, 2019 vest on March 4, 2022. To the extent that an executive does not earn a vested benefit when terminating employment before the scheduled vesting date, the unvested MSPP RSUs are cancelled and the Company returns the corresponding annual incentive cash bonus used to purchase those MSPP RSUs plus interest at the one-year U.S. Treasury bill rate. If all of the unvested MSPP RSUs disclosed in the table above were cancelled on December 31, 2021 due to an NEO’s voluntary resignation, the amount that would be required to be returned to each NEO is as follows: Mr. Buckhout $909,564; Mr. Najjar $182,901; and Mr. Sharma $315,831. In the event of retirement, disability or an involuntary termination for any reason prior to the third anniversary of the grant date, the NEO vests in a pro-rata amount of the MSPP RSUs (based on number of full years that the NEO was employed by the Company after the grant date divided by three), and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus with interest. See the tables for each NEO under the heading “Severance and Other Benefits Upon Termination of Employment or Change of Control” for an estimate of these amounts.
(6)The amounts reflect the unvested portion of long-term incentive grants in the form of PSUs pursuant to our Equity Incentive Plan in effect at the time of grant, including PSUs that did not meet the performance threshold to vest on December 31, 2020 and December 31, 2021 but that remain eligible to vest on December 31, 2022. Such grants are subject to financial performance conditions for the three year period ending December 31, 2022 and reflect the target amount of the award.
(7)The amounts reflect the unvested portion of long-term incentive grants in the form of Time RSUs pursuant to our Equity Incentive Plan, in effect at the time of grant. Such grants generally vest ratably over a three-year period, beginning on the first anniversary of the date of grant, subject to any longer deferral period selected by the executive.
(8)The amounts reflect the unvested portion of long-term incentive grants in the form of PSUs pursuant to our Equity Incentive Plan in effect at the time of grant. Such grants are subject to relative total shareholder return conditions during the performance period beginning on February 26, 2021 and ending on February 29, 2024 and reflect the target amount of the award.
(9)Mr. Khandelwal terminated employment on December 31, 2021 and his outstanding awards were forfeited immediately there following.
(10)Mr. Mehrotra terminated employment July 5, 2021 and had no outstanding awards as of December 31, 2021.


68



2021 Options Exercises and Stock Vested

Option AwardsStock Awards
NameNumber of Shares
 Acquired on
 Exercise (#)
Value Realized
 on
 Exercise ($)
Number of Shares
 Acquired on
 Vesting (#)(1)
Value Realized
 on
 Vesting ($)(2)
(a)(b)(c)(d)(e)
Scott Buckhout(3)89,193$3,200,542
Abhishek Khandelwal(4)14,837$524,785
Tony Najjar(5)19,173$710,587
Arjun Sharma(6)23,616$864,945
Jessica Wenzell(7)579$16,461
Sumit Mehrotra(8)4,506$25,37216,824$611,143
(1)With respect to shares acquired upon vesting of RSUs, NEOs have shares withheld to pay associated income taxes. The number of shares reported represents the gross number prior to withholding of such shares. In certain cases, the actual receipt of shares underlying vested RSUs may have been deferred pursuant to a previous election made by the NEO. This table reports the number of shares vested regardless of whether distribution actually was made.
(2)The amounts shown in this column reflect the value realized upon vesting of Time RSUs, PSUs, and MSPP RSUs determined by multiplying the number of share units that vested (prior to withholding of any shares to pay associated income taxes) and the closing price of our Common Stock on the day prior to vesting. The amounts reported include the value of MSPP RSUs that were purchased with the following Short-Term Incentive award amounts earned prior to 2021: $208,495 for Mr. Buckhout, $26,339 for Mr. Najjar, $107,443 for Mr. Sharma, and $93,110 for Mr. Mehrotra.
(3)Mr. Buckhout had 30,020 RSUs vest on March 4, 2021 with a price of $37.90, 7,301 MSPP RSUs and 29,057 PSUs vest on March 5, 2021 with a price of $35.08, 22,815 RSUs vest on April 27, 2021 with a price of $34.51.
(4)Mr. Khandelwal had 14,837 RSUs vest on April 2, 2021 with a price of $35.37.
(5)Mr. Najjar had 14,041 RSUs vest on March 4, 2021 with a price of $37.90, 922 MSPP RSUs and 196 RSUs and 1,212 PSUs vest on March 5, 2021 with a price of $35.08, 2,802 RSUs vest on April 27, 2021 with a price of $34.51.
(6)Mr. Sharma had 13,589 RSUs vest on March 4, 2021 with a price of $37.90, 3,762 MSPP RSUs and 1,100 RSUs and 1,962 PSUs vest on March 5, 2021 with a price of $35.08, 3,203 RSUs vest on April 27, 2021 with a price of $34.51.
(7)Ms. Wenzell had 579 RSUs vest on December 9, 2021 with a price of $28.43.
(8)Mr. Mehrotra exercised 4,506 stock options on March 10, 2021 with an exercise price of $33.63 and a market price of $39.26. Additionally, he had 7,998 RSUs vest on March 4, 2021 with a price of $37.90, 3,209 MSPP RSUs and 392 RSUs and 2,423 PSUs vest on March 5, 2021 with a price of $35.08, and 2,802 RSUs vest on April 27, 2021 with a price of $34.51.

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2021 Nonqualified Deferred Compensation

The Company sponsors a nonqualified deferred compensation plan to provide benefits that would have otherwise been provided to participants in our 401(k) plan but for the imposition of certain maximum statutory limits imposed on qualified plans, such as annual limits on eligible pay and contributions. The Company also may, in its discretion, make the same contributions to the nonqualified deferred compensation plan but only with respect to compensation in excess of the annual limit of eligible pay. In 2021, the Company elected not to make core contributions to the nonqualified deferred compensation plan.  Any contribution credits that we provided to participants under the nonqualified deferred compensation plan are invested in a rabbi trust, at the discretion of the plan participants, in one or more mutual funds selected by the plan participants. 

The same mutual funds that we make available under our 401(k) plan are also available under the nonqualified 401(k) excess plan and there are no minimum or guaranteed rates of return to the participants on such investments.  Distributions from the nonqualified deferred compensation plan are made in lump sum in connection with a participant’s separation from service.

As discussed above, our MSPP allows our NEOs to defer the payment of their short-term incentive compensation in the form of RSUs. We also permit the grantees of our MSPP RSUs to defer the settlement of MSPP RSUs beyond the vesting date. The deferral period is a stated period of years selected in advance by the grantee. In general, if the grantee’s employment terminates before the end of the deferral period for reasons other than retirement, the MSPP RSUs will be settled in shares of our common stock upon termination of employment. If the grantee retires before the end of the deferral period, the MSPP RSUs will be settled in shares of our common stock at the end of the deferral period. During the deferral period, any dividends that would otherwise be paid on the deferred MSPP RSUs accumulate in cash and will be paid out at the same time that the deferred MSPP RSUs are settled. Information regarding short-term incentive compensation that was used to purchase MSPP RSUs is set forth in the Outstanding Equity Awards at 2021 Fiscal Year-End Table.

Under either deferred compensation arrangement, if a distribution is made on account of separation from service, the distribution will be delayed by six months if the participant is considered a specified employee within the meaning of Section 409A of the Internal Revenue Code.

The following table outlines employee and employer contributions to each deferred compensation arrangement for Fiscal Year 2021. The table also includes earnings or losses during Fiscal Year 2021, and the aggregate balances as of December 31, 2021.

Name (a)ItemExecutive
 Contributions
 in Last FY (b)(1)
Registrant
Contributions
in Last FY (c)
Aggregate
 Earnings/(Loss) in
 Last FY (d) (2)
Aggregate
Withdrawals/
Distributions (e)
Aggregate
Balance at
Last FYE
(f) (3)
Scott BuckhoutExcess 401K$120,808$—$21,188$—$250,047
Abhishek KhandelwalExcess 401K$—$—$—$—$—
Tony NajjarExcess 401K$—$—$—$—$—
Arjun SharmaExcess 401K$—$—$13,440$—$96,040
Jessica WenzellExcess 401K$—$—$—$—$—
Sumit MehrotraExcess 401K$—$—$230$—$1,913
(1)These amounts are included in 2021 salary as reported in the Summary Compensation Table.
(2)These amounts are excluded from the Summary Compensation Table.
(3)These figures include the following amounts that have been reported in the Summary Compensation Tables of prior year Proxy Statements; $80,081 for Mr. Buckhout (including $50,716 reported in 2020 salary), $965 for Mr. Mehrotra, and $50,123 for Mr. Sharma (including $45,212 reported in 2019 salary).
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SEVERANCE AND OTHER BENEFITS UPON
TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

To achieve our compensation objective of attracting, retaining and motivating qualified executives, we believe that we need to provide our executive officers with severance and change in control protections that are competitive with the protections offered by our Peer Group Companies. Offering our executive officers these payments and benefits facilitates the operation of our business, allows them to better focus their time, attention and capabilities on our business, assists us in recruiting and motivating executive officers, provides for a clear and consistent approach to managing involuntary departures with mutually understood separation benefits and aligns with market practice. The following section describes our severance and change in control agreements for our NEOs employed with us at year end along with estimated payments if their employment had terminated with us as of December 31, 2021. Information regarding NEOs who departed during 2021 is set forth in the Summary Compensation Table above. Other benefits that our NEOs would be entitled to irrespective of termination of employment or change in control, such as previously vested equity awards and non-qualified deferred compensation, are described above.

Severance Agreements

Each of our NEOs has entered into an agreement providing severance benefits if he resigns from the Company for good reason or if the Company terminates him other than for cause (the “Severance Agreements”). In such circumstances, Mr. Buckhout’s Severance Agreement entitled him to a lump sum payment equal to (i) his then-current base salary and (ii) his target short-term incentive compensation in effect during the fiscal year in which the termination occurs. In the same circumstances, each of Messrs. Khandelwal’s, Najjar’s and Sharma’s and Ms. Wenzell's Severance Agreement entitles him or her to a lump sum payment equal to his or her then-current base salary and short-term incentive compensation for the fiscal year in which the termination occurs, to the extent that performance goals are met for that year, prorated based on the date of termination of employment. In addition, the severance benefit for each of the NEOs includes the Company continuing to pay for medical coverage (if COBRA coverage is elected) in the same proportion it did on the date of termination for up to 12 months following termination.

To receive the benefits described above, each such NEO must execute a general release of claims in a manner satisfactory to the Company within 21 days of the termination of employment. Each of the NEOs listed above also has agreed to comply with non-competition and non-solicitation obligations lasting for the term of employment and one year following termination as consideration for the severance benefits.

The Severance Agreements continue to apply after a change in control. No benefits, however, are payable under the Severance Agreements if severance benefits become payable under the Change in Control Agreements, as described below.

In addition to the Severance Agreements, the company also entered into special agreements with Messrs. Buckhout and Mehrotra in connection with their termination of employment ("Special Termination Agreements"). Mr. Mehrotra's Special Termination Agreement, entered into between the parties on June 7, 2021 in connection with Mr. Mehrotra's resignation tendered on or about May 11, 2021, provided, in exchange for his agreement to continue leading the Industrial business through his employment termination date of July 5, 2021 and his release of future claims against the Company, the lump sum payment of his bonus earned under the 2021 STI Plan, pro-rated based on his termination date ($0, as disclosed in the Summary Compensation Table). All outstanding equity awards, deferred compensation benefits and earned but unused vacation balances were settled in accordance with the underlying terms of the applicable award agreements and plan documents. Mr. Buckhout's Special Termination Agreement, entered into between the parties on January 28, 2022 in connection with his termination of employment on January 19, 2022, is substantially the same as Mr. Buckhout's Severance Agreement described above except that it provides for acceleration of vesting (but not the timing of payment) of his two RSU vesting tranches that were otherwise scheduled to vest in March and April of 2022 (a combined total of 35,602 RSUs). Mr. Buckhout's Special Termination Agreement also confirmed his eligibility to participate in the 2021 STI Plan ($0, as disclosed in the Summary Compensation Table) and the PSU vesting on December 31, 2021 pursuant to his 2019 PSU award (as disclosed in the 2021 Option Exercises and Stock Vested table). All other outstanding equity awards, deferred compensation benefits and earned but unused vacation balances were settled in accordance with the underlying terms of the applicable award agreements and plan documents.

Change in Control Agreements

Each of our NEOs has entered into an agreement providing benefits in the event of a change in control of the Company (the “Change in Control Agreements”). The term of each Change in Control Agreement is one year subject to annual one-year extensions unless there is a notice of non-renewal. Each of the Change in Control Agreements provides enhanced severance benefits if, within two years following a change of control, such NEO's employment is terminated by the Company without
71



cause or he or she resigns from the Company for good reason. In such circumstances, the Change in Control Agreement entitles each such NEO to a lump sum payment equal to two times (i) the greater of his or her (a) then-current base salary, (b) salary immediately prior to the change in control or (c) salary immediately prior to the announcement of the change in control if such announcement occurs in a different year than the change in control and (ii) the greater of (a) his or her target annual bonus in effect during the fiscal year in which the termination occurs and (b) the average annual bonuses paid or payable for the three fiscal years ended prior to termination of employment or, if greater, the three fiscal years ended prior to the change in control (or, in each case, a lesser period for which annual bonuses were payable). Such payment is payable on the first payroll date after a release of claims becomes irrevocable, subject to a later payment date of up to six months and one-day following termination of employment, in the event required by Section 409A of the Internal Revenue Code.

The Change in Control Agreements also provide for (i) a pro-rated payment of annual bonus for the performance year in which termination of employment occurs based on actual performance through such termination date and payable at the same time as bonuses are paid to other senior executives, (ii) payments equal to the value of up to 24 months of COBRA premiums (if COBRA coverage is elected) to facilitate continuation of medical coverage, with the first 18 months payable in monthly installments and the remaining six months, if applicable, paid in a lump sum following the 18-month anniversary of termination of employment if COBRA coverage were maintained for the full 18 months and (iii) the accelerated vesting of certain equity-based awards in connection with a termination of employment without cause or for good reason (a “qualifying termination”) as further detailed below.

The treatment of equity awards granted after March 1, 2019 (“Equity Awards”) are governed by the Change in Control Agreements as follows:

For Equity Awards that are subject only to service conditions, awards will vest upon a change in control only in the event the surviving entity does not assume or continue the awards or provide substitute awards of similar value. If such awards are assumed or substituted and a qualifying termination of employment subsequently occurs within two years of the change in control event, any unvested portion of such awards will immediately vest.

For Equity Awards that are subject to achievement of performance criteria, if the change in control event is also a “change in the ownership of a corporation” or a “change in the ownership of a substantial portion of a corporation's assets” (as set forth in Treas.Reg. 1.409A-3(i)(5)), then any such award (i) will, to the extent not otherwise subject to substantial risk of forfeiture, immediately vest on a pro-rated basis based on the greater of (a) the target number of shares underlying the award or (b) the number of shares determined based on actual performance between the beginning of the performance period and the event date) or (ii) if such award is otherwise subject to a substantial risk of forfeiture, it may be replaced with a substitute award of restricted stock of the successor entity of equal value to the target number of performance shares (or, if greater, the number of shares determined based on actual performance between the beginning of the performance period and change in control date) with vesting to occur on the second anniversary of the change in control if the change in control occurs within the first 12 months of the applicable performance period or on the first anniversary of the change in control date if the change in control occurs after the first 12 months of the applicable performance period, or, if earlier, immediate vesting upon a qualifying termination of employment.

The treatment of equity awards granted prior to March 2, 2019 are governed by terms of the underlying award and generally provide (i) in the case of awards that are subject only to service conditions, accelerated vesting upon a change in control and (ii) in the case of awards that are subject to achievement of performance criteria, if the change in control occurs following the completion of a performance period, accelerated vesting based on actual performance results, otherwise, accelerated vesting of the target number of shares underlying a performance period (or if greater, the number of shares determined based on actual performance). Effective with the Equity Awards, there is double trigger vesting on unvested equity upon a change in control.

A “change in control” for purposes of the Change in Control Agreements means any of the following: (i) acquisition of 50% or more of the voting power of the Company’s then outstanding securities; (ii) consummation of a consolidation or merger of the Company that results in stockholders owning less than 50% voting shares of the consolidated or merge entity (or its ultimate parent corporation, if any), (iii) stockholders of the Company approve a complete liquidation or dissolution of the Company or there is consummation of a sale or similar transaction of substantially all of the assets of the Company; or (iv) failure of incumbent directors for any reason to constitute at least a majority of the Board. In each case above, such event must also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code and U.S. Treasury Regulation Section 1.409A-3(i)(5).

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As noted above, the NEO’s would not be entitled to benefits under the Severance Agreements in connection with any termination from the Company with respect to which benefits under the Change in Control Agreements would be payable. Each of the NEOs listed above also has agreed to comply with non-competition and non-solicitation provisions lasting for the term of employment and one year following termination as consideration for the change in control benefits.

Illustration of Potential Payments upon Termination of Employment

The following tables list the estimated amounts that Messrs. Buckhout, Khandelwal, Najjar and Sharma and Ms. Wenzell would have become entitled to in the event of a termination from the Company or change in control of the Company had such termination or change in control occurred on December 31, 2021. Assumptions used in preparing these estimates are set forth in the footnotes to each table. These tables do not include amounts that are otherwise earned and vested prior to a termination of employment or a change in control, such as vested stock options or nonqualified deferred compensation, amounts payable under disability or life insurance coverages.


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Scott Buckhout
Severance and Other Benefits
Involuntary Without Cause or Voluntary Resignation With Good Reason Within Two Years Following Change in ControlInvoluntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other TimeInvoluntary For Cause or Voluntary Resignation Without Good ReasonChange in Control Without a Termination of Employment (“Single Trigger”)Death or Disability(13)
12/31/202112/31/202112/31/202112/31/202112/31/2021
Cash Severance$3,402,000(1)$1,701,000(7)
Pro-Rated Bonus(2)
Health Benefits$65,635(3)$21,975(8)
Gain on accelerated stock options(4)(4)
Value of accelerated restricted stock units$6,180,216(5)$960,589(9)(10)(11)$6,146,398(12)
Total Value:$9,647,851(6)$2,683,564$$$6,146,398
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(1)This amount reflects payment to Mr. Buckhout that would equal two times his (i) then-current base salary and (ii) then-effective target short-term incentive compensation.
(2)Payment would equal Mr. Buckhout’s then-effective target short-term incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no amount is illustrated in this example since the bonus had been earned as of December 31, 2021 as reflected in the Summary Compensation Table in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns).
(3)This amount reflects payments to Mr. Buckhout that would equal the cost of continued health insurance for a period of two years for Mr. Buckhout and any covered spouse and dependents. 75% of this amount would be paid in equal monthly installments over the 18-month period following the date of termination with each installment payment conditioned on qualification for coverage under COBRA and the remaining 25% would be paid in a lump sum following the 18-month anniversary of employment termination if healthcare coverage is still in effect under COBRA.
(4)Mr. Buckhout would be entitled to the immediate vesting of all unvested stock options. The incremental value is reflected as zero since these stock options were underwater based on the closing stock price of $27.18 on December 31, 2021.
(5)This amount reflects the incremental value to which Mr. Buckhout would be entitled due to the immediate vesting of all unvested RSUs including MSPP RSUs and the target number of PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting) using the closing stock price of $27.18 on December 31, 2021.
(6)These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.
(7)This amount reflects payment to Mr. Buckhout that would equal his (i) then-current base salary and (ii) his then-effective target short-term incentive compensation.
(8)This amount reflects payments that would be made on Mr. Buckhout’s behalf for the continuation of health insurance coverage for a period of 12 months for Mr. Buckhout and any covered spouse and dependents based on the same cost sharing percentage in effect for the health insurance plans prior to termination of employment. This amount would be divided into monthly installments with each installment payment conditioned on qualification for coverage under COBRA.
(9)This amount reflects the incremental value to which Mr. Buckhout would be entitled due to pro-rata vesting of the MSPP RSUs (based on number of full years that he was employed by the Company after the grant date divided by three) using the closing stock price of $27.18 on December 31, 2021, and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate.
(10)An executive who voluntarily resigns prior to attaining 55 years of age and completing at least five years of service is entitled to receive a return of short-term incentive cash bonuses used to purchase MSPP RSUs plus interest at the one- year U.S. Treasury bill rate. See footnote (5) to the Outstanding Equity Awards table for the amounts that would be returned to Mr. Buckhout due to a voluntary resignation on December 31, 2021. In the event of any involuntary termination, regardless of the reason for it, the executive vests in a pro-rata amount of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three), and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate. The value of the shares and cash that would be returned to Mr. Buckhout upon an involuntary termination on December 31, 2021 would be 960,589. This amount is reflected in the amount disclosed under “Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time” above.
(11)As of December 31, 2021, none of Mr. Buckhout's unvested awards were subject to single trigger vesting.
(12)This amount reflects the incremental value to which Mr. Buckhout would be entitled due to (a) pro-rata vesting of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three) and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate, (b) the immediate vesting of all other unvested RSUs, and (c) immediate vesting of all unvested PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting), in each case using the closing stock price of $27.18 on December 31, 2021.
(13)“Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
In connection with Mr. Buckhout's termination of employment on January 19, 2022, the figures in this table are superseded by the amount of severance and stock acceleration he actually received as further described herein, and in Exhibit 10.38 to this Annual Report on Form 10-K.
75



Abhishek Khandelwal
Severance and Other Benefits
Involuntary Without Cause or Voluntary Resignation With Good Reason Within Two Years Following Change in ControlInvoluntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other TimeInvoluntary For Cause or Voluntary Resignation Without Good ReasonChange in Control Without a Termination of Employment (“Single Trigger”)Death or Disability(8)
12/31/202112/31/202112/31/202112/31/202112/31/2021
Cash Severance$1,496,000(1)$440,000(6)
Pro-Rated Bonus$96,170(2)$96,170(2)
Health Benefits$58,913(3)$22,390(7)
Gain on accelerated stock options
Value of accelerated restricted stock units$1,135,798(4)$1,135,798(4)
Total Value:$2,786,881 (5)$558,560 $ $1,135,798 
(1)This amount reflects payment to Mr. Khandelwal that would equal two times his (i) then-current base salary and (ii) then-effective target short-term incentive compensation.
(2)This amount reflects payment to Mr. Khandelwal that would equal Mr. Khandelwal’s then-effective target short-term incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination.
(3)This amount reflects payments to Mr. Khandelwal that would equal the cost of continued health insurance for a period of two years for Mr. Khandelwal and any covered spouse and dependents. 75% of this amount would be paid in equal monthly installments over the 18-month period following the date of termination with each installment payment conditioned on qualification for coverage under COBRA and the remaining 25% would be paid in a lump sum following the 18-month anniversary of employment termination if healthcare coverage is still in effect under COBRA.
(4)This amount reflects the incremental value to which Mr. Khandelwal would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $27.18 on December 31, 2021.
(5)These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.
(6)This amount reflects payment to Mr. Khandelwal that would equal his then-current base salary.
(7)This amount reflects payments to Mr. Khandelwal that would equal the cost of continued health insurance for a period of one year for Mr. Khandelwal and any covered spouse and dependents based on the same cost sharing percentage in effect for the health insurance plans prior to termination of employment. This amount would be divided into monthly installments with each installment payment conditioned on qualification for coverage under COBRA.
(8)“Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.
In connection with Mr. Khandelwal's actual termination of employment on December 31, 2021, he received no severance, bonus, stock acceleration, or other acceleration of payments of any kind.
76



Tony Najjar
Severance and Other Benefits
Involuntary Without Cause or Voluntary Resignation With Good Reason Within Two Years Following Change in ControlInvoluntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other TimeInvoluntary For Cause or Voluntary Resignation Without Good ReasonChange in Control Without a Termination of Employment (“Single Trigger”)RetirementDeath or Disability(14)
12/31/202112/31/202112/31/202112/31/202112/31/202112/31/2021
Cash Severance$1,268,800(1)$396,500(7)
Pro-Rated Bonus(2)(2)
Health Benefits$66,440(3)$21,975(8)
Gain on accelerated stock options(4)(4)
Value of accelerated restricted stock units$891,368(5)$196,475(9)(10)(11)$304,651(12)$883,450(13)
Total Value:$2,226,608 (6)$614,950 $ $304,651 $883,450 
77



(1)This amount reflects payment to Mr. Najjar that would equal two times his (i) then-current base salary and (ii)\then-effective target short-term incentive compensation.
(2)Payment would equal Mr. Najjar’s then-effective target short-term incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no amount is illustrated in this example since the bonus had been earned as of December 31, 2021 as reflected in the Summary Compensation Table in the “Bonus and Non-Equity Incentive Plan Compensation” columns).
(3)This amount reflects payments to Mr. Najjar that would equal the cost of continued health insurance for a period of two years for Mr. Najjar and any covered spouse and dependents. 75% of this amount would be paid in equal monthly installments over the 18-month period following the date of termination with each installment payment conditioned on qualification for coverage under COBRA and the remaining 25% would be paid in a lump sum following the 18-month anniversary of employment termination if healthcare coverage is still in effect under COBRA.
(4)Mr. Najjar would be entitled to the immediate vesting of all unvested stock options. The incremental value is reflected as zero since these stock options were underwater based on the closing stock price of $27.18 on December 31, 2021.
(5)This amount reflects the incremental value to which Mr. Najjar would be entitled due to the immediate vesting of all unvested RSUs including MSPP RSUs and the target number of PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting) using the closing stock price of $27.18 on December 31, 2021.
(6)These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.
(7)This amount reflects payment to Mr. Najjar that would equal his then-current base salary
(8)This amount reflects payments to Mr. Najjar that would equal the cost of continued health insurance for a period of one- year for Mr. Najjar and any covered spouse and dependents based on the same cost sharing percentage in effect for the health insurance plans prior to termination of employment. This amount would be divided into monthly installments with each installment payment conditioned on qualification for coverage under COBRA.
(9)This amount reflects the incremental value to which Mr. Najjar would be entitled due to pro-rata vesting of the MSPP RSUs (based on number of full years that he was employed by the Company after the grant date divided by three) using the closing stock price of $27.18 on December 31, 2021, and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate.
(10)An executive who voluntarily resigns prior to attaining 55 years of age and completing at least five years of service is entitled to receive a return of short-term incentive cash bonuses used to purchase MSPP RSUs plus interest at the one-year U.S. Treasury bill rate. See footnote (5) to the Outstanding Equity Awards table for the amounts that would be returned to Mr. Najjar due to a voluntary resignation on December 31, 2021. In the event of any involuntary termination, regardless of the reason for it, the executive vests in a pro-rata amount of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three), and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate. The value of the shares and cash that would be returned to Mr. Najjar upon an involuntary termination on December 31, 2021 would be $196,475. This amount is reflected in the amount disclosed under “Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time” above.
(11)As of December 31, 2021, none of Mr. Najjar's unvested awards were subject to single trigger vesting.
(12)This amount reflects the incremental value to which Mr. Najjar would be entitled due to (a) pro-rata vesting of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three) and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate, (b) pro-rata vesting of all other unvested RSUs (based on number of days that the executive was employed by the Company during the vesting period), and (c) pro-rata vesting of all unvested PSUs including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting (determined for each tranche based on number of months that the executive was employed by the Company after the grant date divided by the number of months in each such tranche) based on actual performance results and paid following the conclusion of each tranche. This amount assumes future tranches perform at the same level as inception to date performance as of December 31, 2021 and is valued using the closing stock price of $27.18 on December 31, 2021.
(13)This amount reflects the incremental value to which Mr. Najjar would be entitled due to (a) pro-rata vesting of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three) and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate, (b) the immediate vesting of all other unvested RSUs, and (c) immediate vesting of all unvested PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting), in each case using the closing stock price of $27.18 on December 31, 2021.
(14)“Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.

78



Arjun Sharma
Severance and Other Benefits
Involuntary Without Cause or Voluntary Resignation With Good Reason Within Two Years Following Change in ControlInvoluntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other TimeInvoluntary For Cause or Voluntary Resignation Without Good ReasonChange in Control Without a Termination of Employment (“Single Trigger”)Death or Disability(13)
12/31/202112/31/202112/31/202112/31/202112/31/2021
Cash Severance$1,187,200(1)$371,000(7)
Pro-Rated Bonus(2)(2)
Health Benefits$48,824(3)$21,859(8)
Gain on accelerated stock options(4)(4)
Value of accelerated restricted stock units$1,089,592(5)$333,148(9)(10)(11)$1,077,989(12)
Total Value:$2,325,616 (6)$726,007 $ $1,077,989 
79



(1)This amount reflects payment to Mr. Sharma that would equal two times his (i) then-current base salary and (ii) then-effective target short-term incentive compensation.
(2)Payment would equal Mr. Sharma’s then-effective target short-term incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no amount is illustrated in this example since the bonus had been earned as of December 31, 2021 as reflected in the Summary Compensation Table in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns).
(3)This amount reflects payments to Mr. Sharma that would equal the cost of continued health insurance for a period of two years for Mr. Sharma and any covered spouse and dependents. 75% of this amount would be paid in equal monthly installments over the 18-month period following the date of termination with each installment payment conditioned on qualification for coverage under COBRA and the remaining 25% would be paid in a lump sum following the 18-month anniversary of employment termination if healthcare coverage is still in effect under COBRA.
(4)Mr. Sharma would be entitled to the immediate vesting of all unvested stock options. The incremental value is reflected as zero since these stock options were underwater based on the closing stock price of $27.18 on December 31, 2021.
(5)This amount reflects the incremental value to which Mr. Sharma would be entitled due to the immediate vesting of all unvested RSUs including MSPP RSUs and the target number of PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting) using the closing stock price of $27.18 on December 31, 2021.
(6)These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change of control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.
(7)This amount reflects payment to Mr. Sharma that would equal his then-current base salary
(8)This amount reflects payments to Mr. Sharma that would equal the cost of continued health insurance for a period of one year for Mr. Sharma and any covered spouse and dependents based on the same cost sharing percentage in effect for the health insurance plans prior to termination of employment. This amount would be divided into monthly installments with each installment payment conditioned on qualification for coverage under COBRA.
(9)This amount reflects the incremental value to which Mr. Sharma would be entitled due to pro-rata vesting of the MSPP RSUs (based on number of full years that he was employed by the Company after the grant date divided by three) using the closing stock price of $27.18 on December 31, 2021, and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate.
(10)(10) An executive who voluntarily resigns prior to attaining 55 years of age and completing at least five years of service is entitled to receive a return of short-term incentive cash bonuses used to purchase MSPP RSUs plus interest at the one-year U.S. Treasury bill rate. See footnote (5) to the Outstanding Equity Awards table for the amounts that would be returned to Mr. Sharma due to a voluntary resignation on December 31, 2021. In the event of any involuntary termination, regardless of the reason for it, the executive vests in a pro-rata amount of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three), and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate. The value of the shares and cash that would be returned to Mr. Sharma upon an involuntary termination on December 31, 2021 would be $333,148. This amount is reflected in the amount disclosed under “Involuntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other Time” above.
(11)As of December 31, 2021, none of Mr. Sharma's unvested awards were subject to single trigger vesting.
(12)This amount reflects the incremental value to which Mr. Sharma would be entitled due to (a) pro-rata vesting of the MSPP RSUs (based on number of full years that the executive was employed by the Company after the grant date divided by three) and the remaining unvested MSPP RSUs would be cancelled for a return of the corresponding bonus plus interest at the one-year U.S. Treasury bill rate, (b) the immediate vesting of all other unvested RSUs, and (c) immediate vesting of all unvested PSUs assuming target performance results (including PSUs that had not met the performance threshold to vest as of December 31, 2021 but that remain eligible for future vesting), in each case using the closing stock price of $27.18 on December 31, 2021.
(13)“Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.

80



Jessica Wenzell
Severance and Other Benefits
Involuntary Without Cause or Voluntary Resignation With Good Reason Within Two Years Following Change in ControlInvoluntary Other Than For Cause or Voluntary Resignation With Good Reason at Any Other TimeInvoluntary For Cause or Voluntary Resignation Without Good ReasonChange in Control Without a Termination of Employment (“Single Trigger”)Death or Disability(9)
12/31/202112/31/202112/31/202112/31/202112/31/2021
Cash Severance$1,248,000(1)$390,000(7)
Pro-Rated Bonus(2)(2)
Health Benefits$58,913(3)$22,390(8)
Accelerated retention award payments$4,775(4)$4,775
Gain on accelerated stock options
Value of accelerated restricted stock units$214,423(5)$214,423(5)
Total Value:$1,526,111 (6)$417,165 $ $214,423 
(1)This amount reflects payment to Ms. Wenzell that would equal two times her (i) then-current base salary and (ii) then-effective target short-term incentive compensation.
(2)Payment would equal Ms. Wenzell’s then-effective target short-term incentive compensation, to the extent that performance goals were met, prorated based on the date of resignation or termination (no amount is illustrated in this example since the bonus had been earned as of December 31, 2021, as reflected in the Summary Compensation Table in the “Bonus” and “Non-Equity Incentive Plan Compensation” columns).
(3)This amount reflects payments to Ms. Wenzell that would equal the cost of continued health insurance for a period of two years for Ms. Wenzell and any covered spouse and dependents. 75% of this amount would be paid in equal monthly installments over the 18-month period following the date of termination with each installment payment conditioned on qualification for coverage under COBRA and the remaining 25% would be paid in a lump sum following the 18-month anniversary of employment termination if healthcare coverage is still in effect under COBRA.
(4)This amount reflects the pro-rated retention payment to which Ms. Wenzell would be entitled if the Company gave notice of its intent to terminate her employment other than for cause on December 31, 2021.
(5)This amount reflects the incremental value to which Ms. Wenzell would be entitled due to the immediate vesting of all unvested RSUs using the closing stock price of $27.18 on December 31, 2021.
(6)These amounts do not reflect a 20% excise tax under Section 4999 of the Internal Revenue Code that may apply depending upon the facts and circumstances in the event of a change in control. This estimate also does not reflect that payments are subject to being reduced in certain circumstances to avoid this tax.
(7)This amount reflects payment to Ms. Wenzell that would equal her then-current base salary.
(8)This amount reflects payments to Ms. Wenzell that would equal the cost of continued health insurance for a period of one year for Ms. Wenzell and any covered spouse and dependents based on the same cost sharing percentage in effect for the health insurance plans prior to termination of employment. This amount would be divided into monthly installments with each installment payment conditioned on qualification for coverage under COBRA.
(9)“Disability” for this purpose means qualifying for receipt of long-term disability benefits under the Company’s long-term disability plan as in effect from time to time.

Sumit Mehrotra
Severance and Other Benefits
With regard to Mr. Mehrotra's payments in connection with his termination of employment on July 5, 2021, the only payments made to him were: (1) his pro-rata 2021 short-term incentive payment of $0 as reflected in the Summary Compensation Table above, (2) payment in the amount of $48,671 for earned but unused vacation, and (3) in connection with his participation in the MSPP and pursuant to its terms, payment in the amount of $232,859, representing the return of prior year short-term incentive cash bonuses used to purchase MSPP RSUs plus interest at the applicable one-year U.S. Treasury bill rate.
81



CEO PAY RATIO

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the median of the annual total compensation of our employees (excluding our CEO), the annual total compensation of our principal executive officer, Mr. Buckhout, and the ratio of these two amounts.

There have been no changes in our employee population or employee compensation arrangements in our last completed fiscal year that we believe would significantly impact our pay ratio disclosure. Accordingly, we are using the same median employee as we used for purposes of our Fiscal Year 2020 pay ratio disclosure. We used December 31, 2020 as the date for identifying our median employee as it corresponded to the end of our fiscal year. As of December 31, 2020, we employed 3,263 employees globally. We included all of our full-time employees (but not the CEO), part-time employees and consultants (other than those whose pay was determined by a third party) in our analysis, and we identified our median employee by ranking total compensation based on employees' base pay on December 31, 2020. We use base pay as a reasonable alternative measure for annual total compensation since our incentive and equity plans do not have broad participation across our employee population. Adjustments were made to annualize the compensation for full-time and part-time employees who were not employed for all of 2020. We did not apply any cost-of-living adjustments as part of the calculation. Using this methodology, our median employee was determined to be a full-time employee.

The 2021 annual compensation of our median employee was $65,251, calculated in accordance with the rules applicable to the Summary Compensation Table found on page 64 of this Annual Report on Form 10-K. For 2021, the annual compensation of Mr. Buckhout was $4,229,501 as disclosed in the Summary Compensation Table. Our estimate of the ratio of Mr. Buckhout’s annual total compensation to the median of the annual total compensation of all other employees is 65-to-1.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies to apply certain exclusions and make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Given the different methodologies that various public companies will use to determine their estimates of pay ratio, including different methodologies, exclusions, estimates and assumptions allowed under SEC rules, and different employment and compensation practices among companies, the ratio reported above should not be used as a basis for comparison between CIRCOR and other companies.

Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for Fiscal Year 2021 with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.
Submitted by the Compensation Committee of the Board
John (Andy) O'Donnell
Tina M. Donikowski
Bruce M. Lisman

Item 12.        Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Except for the information required by Section 201(d) of Regulation S-K which is set forth below, the information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended December 31, 2018.
 
82



EQUITY COMPENSATION PLAN INFORMATION
 
Plan categoryNumber of securities
to be issued upon
exercise of
outstanding
options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
(a)(b)(c)
Equity compensation plans approved by security holders954,400(1)$24.57(3)1,274,109
Equity compensation plans not approved by security holders150,000(2)$10.35(3)N/A
Total1,104,400$23.611,274,109
(1)Reflects 2,799 stock options granted under the Company’s Amended and Restated 1999 Stock Option and Incentive Plan, 443,954 stock options and 50,372 restricted stock units granted under the Company's 2014 Stock Option and Incentive Plan, and 457,275 restricted stock units granted under the Company's 2019 Stock Option and Incentive Plan.
(2)Reflects 150,000 stock options issued as an inducement equity award to our former President and CEO on April 9, 2013. This award was granted pursuant to the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. This award was forfeited on April 19, 2022, ninety days from Mr. Buckhout's termination of employment.
(3)The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding restricted stock units, which have no exercise price.

Principal Stockholders

The following table sets forth certain information regarding beneficial ownership of our common stock as of March 31, 2022, by:
all persons known by us to beneficially own more than 5% of our common stock;
each of our current directors;
our NEOs included in the Summary Compensation Table appearing in this Proxy Statement; and
all current directors and executive officers as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and includes voting or investment power with respect to securities. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after March 31, 2022, through the exercise of any stock option, RSU or other right. The inclusion in this Proxy Statement of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. As of July 8, 2022, a total of 20,351,853 shares of our common stock were outstanding.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock except, to the extent authority is shared by spouses under applicable law.
Shares of Common
Stock Beneficially Owned
Name of Beneficial Owner(1)
Number(2)
Percent(2)
BlackRock, Inc.(3)
3,098,901 15.2
T. Rowe Price Associates, Inc.(4)
2,836,119 13.9
The Vanguard Group(5)
2,226,958 10.9
Gabelli Entities(6)
1,592,907 7.8
Royce & Associates, LP(7)
1,229,540 6.0
Segall Bryant & Hamill, LLCs(8)
1,305,744 6.4
Scott Buckhout(9)
86,305 *
Samuel R. Chapin10,994 *
Tina Donikowski15,396 *
Arthur L George, Jr.(10)
— *
Abhishek Khandelwal(11)
10,489 *
Bruce Lisman8,797 *
83



Plan category 
Number of securities
to be issued upon
exercise of
outstanding
options,
warrants and rights
 
Weighted-average
exercise price of
outstanding options,
warrants and rights
 
Number of securities
remaining available
for future issuance
under equity
compensation
plans (excluding
securities reflected
in column (a))
  (a) (b) (c)
Equity compensation plans approved by security holders 891,454
(1)$41.95
(3)493,811
Equity compensation plans not approved by security holders 150,000
(2)8.32
(3)N/A
Total 1,041,454
 $35.15
 493,811
Helmuth Ludwig27,120 *
Sumit Mehrotra(12)
19,832 *
Tony Najjar31,493 *
John (Andy) O'Donnell35,368 *
Arjun Sharma65,013 *
Jill D. Smith7,871 *
Jessica W. Wenzell1,138 *
All current executive officers and directors as a group (ten)(13)
203,190 1.0
* Less than 1%.
(1)Reflects 40,249 stock options and 1,050 restricted stock units granted underThe address of each stockholder in the Company’s Amended and Restated 1999 Stock Option and Incentive Plan and 552,409 stock options and 297,746 restricted stock units granted undertable is c/o CIRCOR International, Inc., 30 Corporate Drive, Suite 200, Burlington, MA 01803, except that the Company's 2014 Stock Option and Incentive Plan.
address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055; the address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202; the address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355; the address of the Gabelli Entities (as defined in Footnote 6) is One Corporate Center, Rye, NY 10580; the address of Royce & Associates is 745 Fifth Avenue, New York, NY 10151.
(2)ReflectsThe number of shares of Common Stock outstanding used in calculating the percentage for each listed person and the directors and executive officers as a group includes the number of shares of Common Stock underlying stock options issued as an inducement equity award to our Presidentheld by such person or group that are exercisable, and CEO on April 9, 2013. This award was granted pursuant toRSUs that vest within 60 days after March 31, 2022, but excludes shares of Common Stock underlying stock options or RSUs held by any other person. Amounts in the inducement award exemption under Section 303A.08 of the NYSE Listed Company Manual. Details of this grant, including vesting terms, are set forth in Note 11, "Share-Based Compensation", of the consolidated financial statements included in this Annual Report.
table include: 10,107 options for Mr. Najjar and 22,389 options for Mr. Sharma.
(3)The weighted-average exercise priceinformation is based on a Schedule 13F-HR filed with the SEC on May 12, 2022 on behalf of BlackRock, Inc. (“BlackRock”). According to the filing, BlackRock has sole investment discretion over 3,098,901 shares and sole voting authority over 3,082,020 shares. The firm does not take into accounthave the authority to vote 14,787 of the reported shares.
(4)This information is based on a Schedule 13F-HR filed with the SEC on May 16, 2022, on behalf of T. Rowe Price Associates, Inc. (“Price Associates”) and a Form NPORT-P filed with the SEC on May 27, 2022, on behalf of T. Rowe Price Small-Cap Value Fund, Inc. (“T. Rowe Small Cap”). According to the filings, Price Associates has sole investment discretion over 2,836,119 shares and sole voting authority over 962,696 shares. T. Rowe Small Cap has sole voting authority over 1,850,266 shares. Price Associates does not serve as custodian of the assets of any of its clients; in each instance, only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as an investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time. Not more than 5% of the class of such securities is owned by any one client subject to the investment advice of Price Associates. With respect to securities owned by any one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser (the “T. Rowe Price Funds”), only the custodian for each of such T. Rowe Price Funds has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such T. Rowe Price Fund participate proportionately in any dividends and distributions so paid.
(5)The information is based on a Schedule 13F-HR/a filed with the SEC on May 13, 2022 on behalf of The Vanguard Group. According to the filing, The Vanguard Group has sole investment discretion over 2,226,958 shares, and shared voting authority over 31,571 shares. The firm does not have the authority to vote 2,195,387 of the reported shares.
(6)The information is based on an amended Schedule 13D filed with the SEC on July 11, 2022, on behalf of Mario J. Gabelli and various entities which Mr. Gabelli directly or indirectly controls or for which he acts as chief investment officer including, but not limited to, Gabelli Funds, LLC, GAMCO Asset Management Inc., Gabelli & Company Investment Advisors, Inc., Teton Advisors, Inc., GGCP, Inc., GAMCO Investors, Inc., and Associated Capital Group, Inc. (collectively, the “Gabelli Entities”). According to the amended Schedule 13D, the Gabelli Entities engage in various aspects of the securities business, primarily as investment advisors to institutional and individual clients, including registered investment companies and pension plans, and as general partners (or the equivalent of) in private investment partnerships or private funds and as a registered broker-dealer. Certain of the Gabelli Entities may also make investments for their own accounts. According to the amended Schedule 13D, Gabelli Funds, LLC, GAMCO Asset Management Inc. and Teton Advisors, Inc. beneficially owned 520,869, 1,139,684 and 72,266 shares, respectively. Gabelli & Company Investment Advisers, Inc. and the Gabelli Foundation, Inc. beneficially owned 39,453 and 22,000 shares, respectively. Mr. Gabelli, GAMCO Investors, Inc., GGCP, Inc. and Associated Capital Group, Inc. are deemed to beneficially own the shares owned beneficially by each of the Gabelli Entities. Subject to certain limitations, each of the Gabelli Entities has sole dispositive and voting power, either for its own benefit or for the benefit of its investment clients or partners, as the case may be, in the shares beneficially owned by such entity, except that (i) GAMCO Asset Management Inc. does not have the authority to vote 22,400 of the reported shares, (ii) Gabelli Funds, LLC has sole dispositive and voting power with respect to the shares of the Company held by the various funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the proxy voting committee of each such fund shall respectively vote that fund's shares, (iii) at any time, the proxy voting committee of each such fund may exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mr. Gabelli, Associated Capital Group, Inc., GAMCO Investors, Inc., and GGCP, Inc. is indirect with respect to shares beneficially owned directly by other Gabelli Entities
(7)The information is based on the Schedule 13F-HR filed with the SEC on May 5, 2022 on behalf of Royce & Associates LP ("Royce Associates"). According to the filing, Royce Associates has sole investment discretion and and sole voting authority over 1,229,540 shares.
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(8)The information is based on a Form 13F-HR filed with the SEC on May 13, 2022 on behalf of Segall Bryant & Hamill, LLC. According to the filing, Segall Bryant & Hamill has sole voting authority over 1,069,459 shares. The firm does not have the authority to vote 236,285 of the reported shares.
(9)Mr. Buckhout terminated his employment with the Company on January 19, 2022 and information provided is as of that date.
(10)Arthur L. George, Jr. joined the Board of Directors on January 26, 2022 and resigned on July 22, 2022, due to health reasons.
(11)Mr. Khandelwal terminated his employment with the Company on December 31, 2021, and information provided is as of that date.
(12)Mr. Mehrotra terminated his employment with the Company on July 5, 2021, and information provided is as of that date.
(13)Includes 33,984 shares of Common Stock issuable upon vestingthe exercise of outstanding restricted stock units, which have no exercise price.options that will be exercisable within 60 days after March 31, 2022.



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Item 13.        Certain Relationships and Related Transactions, and Director Independence
 
Director Independence

The information required under this itemBoard, upon consideration of all relevant facts and circumstances and upon recommendation of the Nominating and Corporate Governance Committee, has affirmatively determined that each of Mr. Chapin, Ms. Donikowski, Mr. George, Mr. Lisman, Mr. Ludwig, Mr. O’Donnell and Ms. Smith is incorporated by referenceindependent of the Company. The Board also previously determined that David Dietz and Peter Wilver, each a former director who served during part of Fiscal Year 2021, were independent of the Company prior to their respective retirements from the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed withBoard in Fiscal Year 2021. In evaluating the independence of each director, the Board applied the standards and guidelines set forth in the applicable Securities and Exchange Commission (“SEC”) and New York Stock Exchange (“NYSE”) regulations in determining that each director has no later than 120 days aftermaterial relationship with the closeCompany, directly or as a partner, stockholder or affiliate of an organization that has a relationship with the Company. The bases for the Board’s determination include, but are not limited to, the following:

No director is an employee of the Company, or its subsidiaries or affiliates.
No director has an immediate family member who is an officer of the Company or its subsidiaries or has any other current or past material relationship with the Company.
No director receives, or in the past three years, has received, any compensation from the Company other than compensation for services as a director.
No director has a family member who has received any compensation during the past three years from the Company.
No director, during the past three years, has been affiliated with, or had an immediate family member who has been affiliated with, a present or former internal or external auditor of the Company.
No executive officer of the Company serves on the compensation committee or the board of directors of any corporation that employs a director or a member of any director’s immediate family.
No director is an officer or employee (or has an immediate family member who is an officer or employee) of an organization that sells products and services to, or receives products and services from, the Company in excess of the greater of $1 million or 2% of such organization’s consolidated gross revenues in any fiscal year.

Related Party Transactions

The Company’s fiscal year ended December 31, 2018.Board of Directors has adopted a Related Party Transactions Policy that requires that any proposed transaction involving the Company or a subsidiary of the Company in which a director or executive officer has direct economic or beneficial interest shall be reviewed and approved by the Audit Committee of the Board.


Since the beginning of Fiscal Year 2021, the Company was not a party to any transaction in which the amount involved exceeded $120,000 and in which an executive officer, director, director nominee or 5% stockholder (or their immediate family members) had a material direct or indirect interest, and no such person was indebted to the Company.

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Item 14.        Principal Accounting Fees and Services
 
The information required under this item is incorporatedfollowing table summarizes the fees we incurred for professional services provided by reference toEY for fiscal year 2021 and 2020, for audit, audit-related, tax and other services:

Auditor Fees ($ in Thousands)
Fiscal Year20212020
Audit Fees (1)
$6,200 $4,800 
Audit Related Fees (2)
Tax Fees (3)
29 
All Other Fees (4)
Total$6,237 $4,817 

(1) For the Company’s definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed withprofessional services rendered for the Securities and Exchange Commission no later than 120 days after the closeaudit of the Company’s fiscalannual financial statements, for review of the financial statements included in the Company’s quarterly reports on Form 10-Q, for conducting of the independent auditor’s obligations relative to attestation of internal controls under Section 404 of the Sarbanes-Oxley Act of 2002, and performing local statutory audits. This amount also includes incremental professional services rendered for the restatement of the Company's financial statements as described within.
(2) Represents fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees.”
(3) The tax services performed in 2021 consisted of tax compliance services.
(4) All other fees consisted of fees for an accounting research tool.

Audit Committee Pre-Approval

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval generally is provided for up to one year ended December 31, 2018.and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget. The Audit Committee has delegated pre-approval authority to its Chair when expediting of services is necessary. The independent auditors and management report annually to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed. All of the audit, audit-related, tax and other services provided by PricewaterhouseCoopers LLP in the first half of Fiscal Year 2020 and related fees were approved in accordance with the Audit Committee’s policy. All of the audit, audit-related, tax and other services provided by Ernst & Young LLP in the second half of Fiscal Year 2020 Fiscal Year 2021 and related fees were approved in accordance with the Audit Committee’s policy.

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Part IV
 
Item 15.        Exhibits, Financial Statement Schedules
 
(a)(1) Financial Statements
 


Report of Ernst & Young LLP (PCAOB ID: 42) dated July 26, 2022 on the Company's financial statements filed as a part hereof for the fiscal year ended December 31, 2021 and 2020 and on the Company's internal control over financial reporting as of December 31, 2021 is included in this Annual Report on Form 10-K. The independent registered public accounting firm's consent with respect to this report appears in Exhibit 23.1 of this Annual Report on Form 10-K.

Report of PricewaterhouseCoopers LLP (PCAOB ID: 238) dated March 1, 201930, 2020, except for the change in reportable segments discussed in Note 19 to the consolidated financial statements, as to which the date is March 15, 2021, and except for the effects of the restatement discussed in Note 2, as to which date is July 26, 2022 on the Company’s financial statements filed as a part hereof for the fiscal year ended December 31, 2018 and on the Company’s internal control over financial reporting as of December 31, 20182019 is included in this Annual Report on Form 10-K. The independent registered public accounting firm’s consent with respect to this report appears in Exhibit 23.123.2 of this Annual Report on Form 10-K.


(a)(2) Financial Statement Schedules
Other than our Allowance for Doubtful Accounts Rollforward included in Schedule II Valuation and Qualifying Accounts, all other schedules are omitted because they are not applicable or not required, or because the required information is included either in the consolidated financial statements or in the notes thereto.

(a)(3) Exhibits


Unless otherwise indicated, references to exhibits in the table below being incorporated by reference are made in each case with respect to filings of the Company, SEC File No. 001-14962.
Exhibit
No.Description and Location
Share Purchase Agreement, dated April 15, 2015, between the Company and affiliates and Schroedahl-ARAPP Spezialarmaturen GmbH & Co. KG and affiliates, incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on April 15, 2015
Agreement and Plan of Merger dated October 12, 2016 by and among the Company, Downstream Holding, LLC, Downstream Acquisition LLC, and Sun Downstream, LP., incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on October 14, 2016

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Purchase Agreement, dated as of September 24, 2017, by and between Colfax Corporation and the Company, incorporated herein by reference to Exhibit 2.1 to the Company's Form 8-K filed with the SEC on September 25, 2017
3Articles of Incorporation and By-Laws:
Quota Purchase Agreement, dated as of July 13, 2019, as amended by Amendment No. 1 to the Quota Purchase Agreement, dated as of July 26, 2019, between CEP Holdings Sarl and P&P Flow Control AG, incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on August 1, 2019
Asset Purchase Agreement, dated as of August 30, 2019, by and among Spence Engineering Company, Inc., Leslie Controls, Inc., Emerson Process Management Regulator Technologies, Inc. and the Company (for certain enumerated provisions), incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on September 6, 2019
Amended and Restated Securities Purchase Agreement, dated as of January 31, 2020, by and among CIRCOR Dovianus Holdings B.V., CIRCOR Aerospace, Inc., the Company and Crane Co., incorporated herein by reference to Exhibit 2.1 of the Company’s Form 8-K, filed with the SEC on February 5, 2020
Securities Purchase Agreement, dated as of June 5, 2020, by and between CIRCOR Energy Products, LLC and Rheinsee 765. V V GmbH (Renamed into “MS Valves GmbH”), incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on June 23, 2020
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Amended and Restated Certificate of Incorporation of the Company, incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2009August 7, 2020
Third Amended and Restated By-Laws as amended, of the Company, incorporated herein by reference to Exhibit 3.13.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 31, 2013
10.1Material Contracts:May 12, 2021
Description of Securities Registered under Section 12 of the Exchange Act
Credit Agreement, dated as of December 11, 2017, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and collateral agent, SunTrust Bank, as revolver administrative agent, swing line lender and a letter of credit issuer, Deutsche Bank Securities Inc. and SunTrust Robinson Humphrey, Inc., as joint-lead arrangers and joint-bookrunners, and Citizens Bank, N.A. and HSBC Securities (USA) Inc. as co-managers incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K, filed with the SEC on December 12, 2017
Amendment No 2. to the Credit Agreement, dated as of February 19, 2020, by and among the Company, certain domestic subsidiaries of the Company, as guarantors, the lenders party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and as collateral agent and Trust Bank (formerly known as SunTrust Bank), as revolver administrative agent, incorporated herein by reference to Exhibit 10.56 to the Company’s Form 10-K, filed with the SEC on March 31, 2020
Amendment No. 3 to the Credit Agreement, dated as of February 26, 2020, by and among the Company, certain domestic subsidiaries of the Company, as guarantors, the lenders party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and as collateral agent and Trust Bank (formerly known as SunTrust Bank), as revolver administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on February 28, 2020
Amendment No. 4 to the Credit Agreement, dated as of May 18, 2020, by and among the Company, Inc., certain domestic subsidiaries of the Company, as guarantors, the lenders party thereto, Deutsche Bank AG New York Branch, as term loan administrative agent and as collateral agent and Truist Bank (formerly known as SunTrust Bank), as revolver administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on May 22, 2020
CIRCOR International, Inc. Amended and Restated 1999 Stock Option and Incentive Plan (as amended, the “1999 Stock Option and Incentive Plan ”)Plan”), incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8, File No. 333-125237, filed with the SEC on May 25, 2005
First Amendment to the 1999 Stock Option and Incentive Plan, dated as of December 1, 2005, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on December 7, 2005
Second Amendment to the 1999 Stock Option and Incentive Plan, dated as of February 12, 2014, incorporated herein by reference to Exhibit 10.6 to the Company's Form 10-K, filed with the SEC on March, 1 2018
Form of Non-Qualified Stock Option Agreement for Employees (Three Year Cliff Vesting) under the 1999 Stock Option and Incentive Plan , incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed with the SEC on May 10, 2010
CIRCOR International, Inc. Amended and Restated Management Stock Purchase Plan dated as of January 1, 2017, incorporated hereinbyherein by reference to Exhibit 10.8 to the Company's Form 10-K, filed with the SEC on March1, 2018
Form of Indemnification Agreement entered into by the Company and its directors and certain of its officers incorporated herein by reference to Exhibit 10.12 to the Company’s Form 10-K, filed with the SEC on March 12, 2003
Executive Change of Control Agreement between CIRCOR, Inc. and Arjun Sharma, dated September 1, 2009, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed with the SEC on October 29, 2009
Amendment to Executive Change of Control Agreement between CIRCOR, Inc. and Arjun Sharma, dated November 4, 2010, incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K, filed with the SEC on November 5, 2010
Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
Performance-Based Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
Stock Option Inducement Award Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
Severance Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
Amended Performance-Based Restricted Stock Unit Agreement, dated as of April 9, 2013, between the Company and Scott A. Buckhout, incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed with the SEC on April 28, 2015
Executive Change of Control Agreement, dated as of April 9, 2013, between the Company and Scott A Buckhout, incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K, filed with the SEC on April 15, 2013
Performance-Based Stock Option Award Agreement, dated as of March 5, 2014, between the Company and Scott A. Buckhout, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on March 11, 2014

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CIRCOR International, Inc. 2014 Stock Option and Incentive Plan 201 (the "2014“2014 Stock Option and Incentive Plan"Plan”) incorporated herein by reference to Exhibit A to the Company’s Definitive Proxy Statement, filed with the SEC on March 21, 2014
First Amendment to 2014 Stock Option and Incentive Plan, dated February 12, 2014, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 10-K, filed with the SEC on February 18, 2015
Executive Change of Control Agreement, dated as of March 5, 2015, between the Company and Erik Wiik, incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed with the SEC on April 28, 2015
Executive Change of Control Agreement, dated as of June 10, 2015, between the Company and Andrew Farnsworth, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on July 29, 2015
Executive Change of Control Agreement, dated as of January 8, 2016, between the Company and David Mullen, incorporated herein by reference to Exhibit 10.29 the Company’s Form 10-K filed with the SEC on February 23, 2016
Inducement Restricted Stock Unit Agreement, dated as of December 2, 2013, between the Company and Rajeev Bhalla, incorporated herein by reference to Exhibit 10.35 to the Company’s Form 10-K, filed with the SEC on February 27, 2014
Stock Option Inducement Award Agreement, dated as of December 2, 2013, between the Company and Rajeev Bhalla, incorporated herein by reference to Exhibit 10.36 to the Company’s Form 10-K, filed with the SEC on February 27, 2014
Severance Agreement, dated as of December 2, 2013, between the Company and Rajeev Bhalla, incorporated herein by reference to Exhibit 10.37 to the Company’s Form 10-K, filed with the SEC on February 27, 2014
Executive Change of Control Agreement, dated as of December 2, 2013, between the Company and Rajeev Bhalla, incorporated herein by reference to Exhibit 10.38 to the Company’s Form 10-K, filed with the SEC on February 27, 2014
Form of Performance-Based Restricted Stock Unit Agreement For Employees and Directors under the 1999 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.29 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Restricted Stock Unit Agreement For Employees and Directors under the 1999 Stock Option and Incentive Plan, incorporate herein by reference to Exhibit 10.30 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Restricted Stock Unit Agreement For Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.31 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Performance-Based Restricted Stock Unit Agreement For Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.32 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Management Stock Purchase Plan Restricted Stock Unit Agreement For Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.33 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Non-Qualified Stock Option Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.34 of the Company's Form 10-K, filed with the SEC on February 21, 2017
Form of Restricted Stock Unit Agreement Forfor Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.35 of the Company's Form 10-K, filed with the SEC on February 21, 2017
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Executive ChangeForm of ControlPerformance-Based Restricted Stock Unit Agreement dated as of 2016, betweenfor Employees under the Company2014 Stock Option and Sumit Mehrotra,Incentive Plan, incorporated herein by reference to Exhibit 10.3710.1 of the Company'sCompany’s Form 10-Q, filed with the SEC on May 14, 2019
Form of Management Stock Purchase Plan Restricted Stock Unit Agreement for Employees and Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
Form of Non-Qualified Stock Option Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.3 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
Form of Restricted Stock Unit Agreement for Employees under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.4 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
Form of Restricted Stock Unit Agreement for Directors under the 2014 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.5 of the Company’s Form 10-Q, filed with the SEC on May 14, 2019
CIRCOR International, Inc. 2019 Stock Option and Incentive Plan (the “2019 Stock Option and Incentive Plan”), incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K, filed with the SEC on May 14, 2019
Form of Performance-Based Restricted Stock Unit Agreement for Employees under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.1 of the Company’s Form 10-Q, filed with the SEC on August 1, 2019
Form of Updated Performance-Based Restricted Stock Unit Agreement under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.8 to the Company’s Form 10-Q, filed with the SEC on June 1, 2020
Form of 2020 Special One Year Restricted Stock Unit Agreement under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.9 to the Company’s Form 10-Q, filed with the SEC on June 1, 2020
Form of Restricted Stock Unit Agreement for Employees under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.10 to the Company’s Form 10-Q, filed with the SEC on June 1, 2020
Form of Restricted Stock Unit Agreement for Directors under the 2019 Stock Option and Incentive Plan, incorporated herein by reference to Exhibit 10.11 to the Company’s Form 10-Q, filed with the SEC on June 1, 2020
First Amendment to the Amended and Restated Management Stock Purchase Plan, incorporated herein by reference to Exhibit 10.2 of the Company’s Form 10-Q, filed with the SEC on November 13, 2019
Offer Letter, dated March 28, 2020, between the Company and Abhishek Khandelwal, incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-Q, filed with the SEC on June 1, 2020
Form of Inducement Restricted Stock Unit Agreement between the Company and Abhishek Khandelwal, incorporated herein by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, File No. 333-237554, filed with the SEC on April 2, 2020
Form of Amended and Restated Executive Change in Control Agreement, incorporated herein by reference to Exhibit 10.5 to the Company’s Form 10-Q, filed with the SEC on August 7, 2020
Form of Severance Agreement between the Company and each of its executive officers other than Scott A. Buckhout, incorporated herein by reference to Exhibit 10.32 to the Company’s 2020 Form 10-K, filed with the SEC on February 21, 2017March 15, 2021
SeveranceForm of Restrictive Covenants Agreement dated as of December 9, 2016, between the Company and Sumit Mehrotra,each of its executive officers, incorporated herein by reference to Exhibit 10.39 of10.33 to the Company'sCompany’s 2020 Form 10-K, filed with the SEC on February 21, 2017March 15, 2021
StockholdersCredit Agreement, dated as of December 11, 2017, between20, 2021, by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, Truist Bank, as administrative agent, collateral agent, swing line lender and Colfax Corporation,a letter of credit issuer, and Truist Securities, Inc., Citizen Bank, N.A. and Keybanc Capital Markets Inc. as joint lead arrangers and joint bookrunners incorporated herein by reference to Exhibit 10.1 to the Company'sCompany’s Form 8-K, filed with the SEC on December 12, 201722, 2022
SeveranceSeparation Agreement and Release, dated as of April 21, 2017,July 5, 2021, between the Company and ArjunSumit Mehrotra
Executive Retention Agreement, dated January 14, 2022, between the Company and AJ Sharma incorporated herein by reference to Exhibit 10.1 to the Company'sCompany’s Form 10-Q,8-K, filed with the SEC on January 19, 2022.
10.37§**
Executive Retention Agreement, dated January 14, 2022, between the Company and Jessica W. Wenzell
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10.38§**
Agreement and Release, dated January 19, 2022 between the Company and Scott A. Buckhout
Letter from PricewaterhouseCoopers LLP to the SEC, dated June 5, 2020, incorporated herein by reference to Exhibit 16.1 to the Company’s Form 8-K, filed with the SEC on June 5, 2020
CIRCOR International, Inc. 2019 Stock Option and Incentive Plan, as amended, incorporated herein by reference to Exhibit 99.1 to the Company’s Form 8-K, filed with the SEC on May 28, 2021
Amendment No. 1 to Credit Agreement, dated as of April 8, 2022, by and among CIRCOR International, Inc., as borrower, the other credit parties party thereto, each lender and letter of credit issuer from time to time party thereto and Truist Bank, as administrative agent and collateral agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the SEC on April 28, 201713, 2022
SeveranceAmendment No. 2 to Credit Agreement, dated as of April 25, 2017, between the Company and Erik Wiik, incorporated herein by reference to Exhibit 10.210.1 to the Company'sCompany’s Form 10-Q,8-K, filed with the SEC on April 28, 2017May 31, 2022
Executive Change of Control Agreement between CIRCOR, International Inc. and Chadi Chahine, dated January 7, 2019.

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Severance Agreement, dated January 7, 2019, between the Company and Chadi Chahine.
Executive Change of Control Agreement between CIRCOR, Inc. and Lane Walker, dated October 10, 2018.
Severance Agreement, dated October 10, 2018, between the Company and Lane Walker.
Schedule of Subsidiaries of CIRCOR International, Inc.
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following financial statements from CIRCOR International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018,2021, as filed with the SEC on March 1, 2019,July 26, 2022, formatted in XBRL (eXtensible Business Reporting Language), as follows:
(i)Consolidated Balance Sheets as of December 31, 20182021 and 20172020
(ii)Consolidated Statements of IncomeOperations for the years ended December 31, 2018, 20172021, 2020, and 20162019
(iii)Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2018, 20172021, 2020, and 20162019
(iv)Consolidated Statements of Cash Flows for the years ended December 31, 2018, 20172021, 2020, and 20162019
(v)Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2018, 20172021, 2020, and 20162019
(vi)Notes to the Consolidated Financial Statements
    
*
*    The Company hereby agrees to provide the Commission, upon request, copies of any omitted exhibits or schedules to this exhibit required by Item 601(b)(2) of Regulation S-K.
**Filed with this report.
***Furnished with this report.
§Indicates management contract or compensatory plan or arrangement.

**    Filed with this report.
***    Furnished with this report.
§    Indicates management contract or compensatory plan or arrangement.


Item 16.        Form 10-K Summary
Not applicable.

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CIRCOR INTERNATIONAL, INC.
By:CIRCOR INTERNATIONAL, INC./s/ Tony Najjar
By:/s/ Scott A. Buckhout
Scott A. Buckhout
Tony Najjar
Interim
President and Chief Executive Officer
and Chief Operating Officer
Date:March 1, 2019July 26, 2022
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
SignatureTitleDate
/s/ Scott A. BuckhoutTony NajjarInterim President and Chief Executive Officer and Chief Operating Officer (Principal Executive Officer)March 1, 2019July 26, 2022
Scott A. BuckhoutTony Najjar
/s/ Chadi ChahineArjun SharmaInterim Chief Financial Officer and Senior Vice President, Chief Financial OfficerBusiness Development (Principal Financial Officer)March 1, 2019July 26, 2022
Chadi ChahineArjun Sharma
/s/ David F. MullenAmit GoelSenior Vice President and Corporate Controller (PrincipalChief Accounting Officer
(Principal Accounting
Officer)
March 1, 2019July 26, 2022
David F. MullenAmit Goel
/s/ David F. DietzHelmuth LudwigChairmanChair of the Board of DirectorsMarch 1, 2019July 26, 2022
David F. DietzHelmuth Ludwig
/s/ Samuel R. ChapinDirectorJuly 26, 2022
Samuel R. Chapin
/s/ Tina M. DonikowskiDirectorMarch 1, 2019July 26, 2022
Tina M. Donikowski
/s/ Helmuth LudwigBruce M. LismanDirectorMarch 1, 2019July 26, 2022
Helmuth LudwigBruce M. Lisman
/s/ Samuel ChapinDirectorMarch 1, 2019
Samuel Chapin
/s/ John A. O'DonnellDirectorMarch 1, 2019July 26, 2022
John A. O’Donnell
/s/ Peter M. WilverJill D. SmithDirectorMarch 1, 2019July 26, 2022
Peter M. WilverJill D. Smith



44
91






Report of Independent Registered Public Accounting Firm


To the Shareholders and the Board of Directors of CIRCOR International, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CIRCOR International, Inc. (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive (loss), cash flows and shareholders' equity for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated July 26, 2022, expressed an adverse opinion thereon.

Restatement of the 2020 Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company has restated its consolidated financial statements as of and for the year ended December 31, 2020, to correct misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
92



Goodwill Impairment Assessment for the Industrial Reporting Units
Description of the Matter
As discussed in Note 10 to the consolidated financial statements, the Company’s consolidated goodwill balance was $122.9 million as of December 31, 2021. As disclosed by the Company, as a result of a change in reporting units during the fourth quarter of 2021, the Industrial reportable segment consisted of two reporting units, Industrial and Refinery Valves. The goodwill associated with the Industrial reporting unit amounted to $65.5 million as of December 31, 2021. An impairment charge of $10.5 million was recorded in the fourth quarter of 2021 related to the Refinery Valves reporting unit, which resulted in zero goodwill recorded within this reporting unit. Management performs an impairment assessment at the reporting unit level on an annual basis as of the Company’s October month end or more frequently if circumstances warrant. The change in reporting units occurred based on developments in the fourth quarter of 2021 which also coincided with the Company’s annual impairment assessment. In completing its annual goodwill impairment assessment, the Company measures the fair value of the Industrial and Refinery Valves reporting units using an income approach based on the present value of future cash flows. The Company corroborated the valuations that arose from the discounted cash flow approach by performing both a market multiple valuation and by reconciling the aggregate fair value of its reporting units to its market capitalization at the time of the assessment. The fair value of each reporting unit was compared to the respective carrying value as of the date of the assessment.

Auditing management’s goodwill impairment analyses for the Industrial and Refinery Valves reporting units was complex and judgmental due to the significant estimation required in determining the fair value of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions such as revenue growth rates and discount rates which contemplate business, market and overall economic conditions.


How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to complete its goodwill impairment assessment. Our procedures included testing management’s controls over the review of each reporting unit’s valuation model, including review of the significant assumptions discussed above.

To test the estimated fair value of the Company’s Industrial and Refinery Valves reporting units, with the support of our valuation specialists, we performed audit procedures that included, among others, assessing the valuation methodologies used by the Company and testing the significant assumptions and the completeness and accuracy of underlying data used by management in its analyses. We compared the revenue growth rates to management’s internal projections and historical results, current and forecasted industry and economic trends, analyst reports, and forecasted peer company information. With the assistance of our valuation specialists, we evaluated the selection of the discount rates by developing a range of independent estimates and comparing those to the rates selected by management. We also involved our valuation specialists to evaluate the market approach, including evaluating the reasonableness of the selected comparable publicly traded companies and the resulting market multiples calculation. In addition, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses over the significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions.


/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

Boston, Massachusetts
July 26, 2022

93



Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of CIRCOR International, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited CIRCOR International, Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, CIRCOR International, Inc. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified three material weaknesses related to the Company’s financial statement close process.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive (loss), cash flows and shareholders’ equity for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report dated July 26, 2022, which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying consolidated financial statements. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



94








/s/ Ernst & Young LLP

Boston, Massachusetts
July 26, 2022


















































95



Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of CIRCOR International, Inc.


OpinionsOpinion on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheetsstatements of operations, comprehensive (loss), shareholders’ equity and cash flows of CIRCOR International, Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of (loss) income, comprehensive (loss) income, shareholders’ equity and cash flows for the each of the three years in the periodyear ended December 31, 2018,2019, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidatedfinancial statements”).We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidatedfinancial statements referred to above present fairly, in all material respects, the financial positionresults of operations and cash flows of the Company as of December 31, 2018 and 2017, andfor the results of itsoperations and itscash flows for each of the three years in the periodyear ended December 31, 20182019 in conformity with accounting principles generally accepted in the United States of America. Also

Restatement of Previously Issued Financial Statements

As discussed in our opinion,Note 2 to the consolidated financial statements, the Company maintained, in all material respects, effective internal control overhas restated its 2019 financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework(2013)issued by the COSO.statements to correct misstatements.


Change in Accounting Principle


As discussed in Note 27 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customersleases in 2018.2019.


Basis for OpinionsOpinion


The Company's management is responsible for theseThese consolidated financial statements for maintaining effective internal control over financial reporting, and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.Company's management. Our responsibility is to express opinionsan opinion on the Company’s consolidatedfinancial statements and on the Company's internal control over financial reporting based on our audits.audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our auditsaudit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidatedfinancial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.fraud.


Our audits of the consolidatedfinancial statementsaudit included performing procedures to assess the risks of material misstatement of the consolidatedfinancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidatedfinancial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.


Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

45




expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 1, 201930, 2020, except for the change in reportable segments discussed in Note 19 to the consolidated

financial statements, as to which the date is March 15, 2021, and except for the effects of the restatement
discussed in Note 2, as to which date is July 26, 2022

We have served as the Company’sCompany's auditor since 2015.


from 2015 to 2020.
46
96






CIRCOR INTERNATIONAL, INC.
Consolidated Balance SheetsCONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 
As Restated
December 31, December 31,December 31,
2018 2017 20212020
ASSETS   ASSETS
CURRENT ASSETS:   CURRENT ASSETS:
Cash and cash equivalents$68,517
 $110,356
Cash and cash equivalents$59,924 $66,918 
Trade accounts receivable, less allowance for doubtful accounts of $6,735 and $4,791, respectively183,552
 223,922
Trade accounts receivable, netTrade accounts receivable, net100,149 95,635 
Inventories217,378
 244,896
Inventories123,343 128,092 
Prepaid expenses and other current assets90,659
 59,219
Prepaid expenses and other current assets110,749 88,985 
Assets held for sale87,940
 
Assets held for sale— 5,073 
Total Current Assets648,046
 638,393
Total Current Assets394,165 384,703 
PROPERTY, PLANT AND EQUIPMENT, NET201,799
 217,539
PROPERTY, PLANT AND EQUIPMENT, NET154,461 166,022 
OTHER ASSETS:   OTHER ASSETS:
Goodwill459,205
 505,762
Goodwill122,906 136,923 
Intangibles, net441,302
 513,364
Intangibles, net303,476 353,595 
Deferred income taxes28,462
 22,334
Deferred income taxes756 830 
Other assets12,798
 9,407
Other assets43,534 40,784 
TOTAL ASSETS$1,791,612
 $1,906,799
TOTAL ASSETS$1,019,298 $1,082,857 
LIABILITIES AND SHAREHOLDERS’ EQUITY   LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:   CURRENT LIABILITIES:
Accounts payable$123,881
 $117,329
Accounts payable$83,382 $63,614 
Accrued expenses and other current liabilities107,312
 162,589
Accrued expenses and other current liabilities81,998 79,040 
Accrued compensation and benefits33,878
 34,734
Accrued compensation and benefits26,551 28,016 
Liabilities held for sale11,141
 
Notes payable and current portion of long-term debt7,850
 7,865
Short-term borrowings and current portion of long-term debtShort-term borrowings and current portion of long-term debt1,611 1,624 
Total Current Liabilities284,062
 322,517
Total Current Liabilities193,542 172,294 
LONG-TERM DEBT778,187
 787,343
LONG-TERM DEBT511,694 507,888 
DEFERRED INCOME TAXES33,932
 26,122
DEFERRED INCOME TAXES21,721 25,865 
PENSION LIABILITY, NET150,623
 150,719
PENSION LIABILITY, NET120,881 163,642 
OTHER NON-CURRENT LIABILITIES15,815
 18,124
OTHER NON-CURRENT LIABILITIES37,744 60,270 
COMMITMENTS AND CONTINGENCIES (NOTE 15)   
COMMITMENTS AND CONTINGENCIES (Note 17 and 18)COMMITMENTS AND CONTINGENCIES (Note 17 and 18)00
SHAREHOLDERS’ EQUITY:   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; 19,845,205 and 19,785,298 shares issued and outstanding at December 31, 2018 and 2017, respectively212
 212
Preferred stock, $0.01 par value; 1,000,000 shares authorized; — shares issued and outstandingPreferred stock, $0.01 par value; 1,000,000 shares authorized; — shares issued and outstanding— — 
Common stock, $0.01 par value; 29,000,000 shares authorized; 21,633,131 and 21,373,813 shares issued at December 31, 2021 and 2020, respectivelyCommon stock, $0.01 par value; 29,000,000 shares authorized; 21,633,131 and 21,373,813 shares issued at December 31, 2021 and 2020, respectively217 214 
Additional paid-in capital440,890
 438,721
Additional paid-in capital454,852 452,728 
Retained earnings232,102
 274,243
Common treasury stock, at cost (1,372,488 shares at December 31, 2018 and 2017)(74,472) (74,472)
Accumulated deficitAccumulated deficit(198,081)(136,443)
Common treasury stock, at cost (1,372,488 shares at December 31, 2021 and 2020)Common treasury stock, at cost (1,372,488 shares at December 31, 2021 and 2020)(74,472)(74,472)
Accumulated other comprehensive loss(69,739) (36,730)Accumulated other comprehensive loss(48,800)(89,129)
Total Shareholders’ Equity528,993
 601,974
Total Shareholders’ Equity133,716 152,898 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,791,612
 $1,906,799
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,019,298 $1,082,857 
 
The accompanying notes are an integral part of these consolidated financial statements.

97
47





CIRCOR INTERNATIONAL, INC.
Consolidated Statements of (Loss) IncomeCONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 
As Restated
Year Ended December 31, Year Ended December 31,Year Ended December 31,Year Ended December 31,
2018 2017 2016 202120202019
Net revenues$1,175,825
 $661,710
 $590,259
Net revenues$758,667 $765,219 $957,262 
Cost of revenues834,175
 460,890
 407,144
Cost of revenues528,291 533,005 656,775 
GROSS PROFIT341,650
 200,820
 183,115
Gross profitGross profit230,376 232,214 300,487 
Selling, general and administrative expenses308,427
 166,201
 154,818
Selling, general and administrative expenses224,927 223,386 248,466 
Impairment charges
 
 208
Impairment charges10,500 138,078 — 
Special and restructuring charges, net23,839
 14,051
 17,171
OPERATING INCOME9,384
 20,568
 10,918
Special and restructuring charges (recoveries), netSpecial and restructuring charges (recoveries), net24,272 (34,303)21,548 
Operating (loss) incomeOperating (loss) income(29,323)(94,947)30,473 
Other expense (income):     Other expense (income):
Interest expense, net52,913
 10,777
 3,310
Interest expense, net32,365 34,219 48,609 
Other (income) expense, net(7,435) 3,678
 (2,072)
TOTAL OTHER EXPENSE, NET45,478
 14,455
 1,238
(LOSS) INCOME BEFORE INCOME TAXES(36,094) 6,113
 9,680
Provision for (Benefit from) income taxes3,290
 (5,676) (421)
NET (LOSS) INCOME$(39,384) $11,789
 $10,101
(Loss) Earnings per common share:     
Basic$(1.99) $0.71
 $0.62
Diluted$(1.99) $0.70
 $0.61
Other (income), netOther (income), net(3,826)(1,594)(878)
Total other expense, netTotal other expense, net28,539 32,625 47,731 
(Loss) from continuing operations before income taxes(Loss) from continuing operations before income taxes(57,862)(127,572)(17,258)
Provision for income taxesProvision for income taxes5,182 55,902 13,052 
(Loss) from continuing operations, net of tax (Loss) from continuing operations, net of tax(63,044)(183,474)(30,310)
Income (loss) from discontinued operations, net of tax Income (loss) from discontinued operations, net of tax1,406 (35,140)(107,452)
Net (loss)Net (loss)$(61,638)$(218,614)$(137,762)
Basic (loss) income per common share:Basic (loss) income per common share:
Basic from continuing operationsBasic from continuing operations$(3.12)$(9.18)$(1.52)
Basic from discontinued operationsBasic from discontinued operations$0.07 $(1.76)$(5.40)
Net (loss)Net (loss)$(3.05)$(10.94)$(6.92)
Diluted (loss) income per common share:Diluted (loss) income per common share:
Diluted from continuing operationsDiluted from continuing operations$(3.12)$(9.18)$(1.52)
Diluted from discontinued operationsDiluted from discontinued operations$0.07 $(1.76)$(5.40)
Net (loss)Net (loss)$(3.05)$(10.94)$(6.92)
Weighted average common shares outstanding:     Weighted average common shares outstanding:
Basic19,834
 16,674
 16,418
Basic20,201 19,982 19,903 
Diluted19,834
 16,849
 16,536
Diluted20,201 19,982 19,903 
 
The accompanying notes are an integral part of these consolidated financial statements.

98
48





CIRCOR INTERNATIONAL, INC.
Consolidated Statements of Comprehensive (Loss) IncomeCONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
(in thousands)
 
 
 Year Ended December 31,
 2018 2017 2016
Net (loss) income$(39,384) $11,789
 $10,101
Other comprehensive (loss) income:     
Foreign currency translation adjustments(20,523) 34,119
 (14,866)
Interest rate swap adjustments (1)(1,516) 
 
Other net changes in post-retirement liabilities and assets - recognized actuarial (loss) gains (2)(11,087) 4,877
 1,441
Net periodic pension costs amortization (3)117
 535
 3,152
Other comprehensive (loss) income(33,009) 39,531
 (10,273)
COMPREHENSIVE (LOSS) INCOME$(72,393) $51,320
 $(172)
As Restated
 Year Ended December 31,Year Ended December 31,Year Ended December 31,
 202120202019
Net (loss)$(61,638)$(218,614)$(137,762)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(4,372)4,466 (5,443)
Interest rate swap adjustments (1)6,398 1,196 (5,390)
Other net changes in post-retirement liabilities and assets - recognized actuarial gains (loss) (2)38,303 (13,846)(398)
Other comprehensive income (loss), net of tax40,329 (8,184)(11,231)
COMPREHENSIVE (LOSS)$(21,309)$(226,798)$(148,993)
 
(1)Net of an income tax effect of ($0.5 million) for the year ended December 31, 2018.
(2)Net of an income tax effect of ($3.3 million), $1.8 million, and $0.8 million for the years ended December 31, 2018, 2017 and 2016, respectively.
(3)Net of an income tax effect of $0.0 million, $0.5 million, and $0.2 million for the years ended December 31, 2018, 2017 and 2016, respectively.

(1)Net of an income tax effect of $0.0 million, $0.5 million, and $1.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.
(2)Net of an income tax effect of $0.0 million, $0.0 million, and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.


The accompanying notes are an integral part of these consolidated financial statements.



49
99






CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CIRCOR INTERNATIONAL, INC.
Consolidated Statements of Cash Flows
(in thousands)Year Ended December 31,
 2018 2017 2016
OPERATING ACTIVITIES     
Net income$(39,384) $11,789
 $10,101
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation28,754
 15,290
 13,304
Amortization49,255
 14,747
 12,316
Provision for bad debt expense1,107
 810
 2,330
Loss on write down of inventory and amortization of fair value step-up11,499
 7,337
 9,297
Impairment charges
 
 208
Compensation expense of share-based plans4,971
 3,807
 5,545
Debt extinguishment
 1,810
 
Change in fair value of contingent consideration
 (12,200) 
Amortization of debt issuance costs3,937
 759
 
Tax effect of share-based plan compensation
 
 145
Pension settlement charge
 
 4,457
Deferred income tax expense (benefit)(4,498) (8,434) (10,737)
Loss on disposal of property, plant and equipment1,316
 360
 3,708
Loss (Gain) on sale of businesses1,882
 5,300
 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:     
Trade accounts receivable11,602
 (5,734) 18,536
Inventories8,272
 (19,494) 36,092
Prepaid expenses and other assets(45,041) (8,578) 2,454
Accounts payable, accrued expenses and other liabilities20,322
 2,068
 (48,357)
Net cash provided by operating activities53,994
 9,637
 59,399
INVESTING ACTIVITIES     
Purchases of property, plant and equipment(23,588) (14,541) (14,692)
Proceeds from the sale of property, plant and equipment231
 934
 1,700
Proceeds from divestitures2,753
 
 
Business acquisitions, net of cash acquired3,727
 (488,517) (197,489)
Net cash used in investing activities(16,877) (502,124) (210,481)
FINANCING ACTIVITIES     
Proceeds from long-term debt248,300
 1,090,883
 323,200
Payments of short-term and long-term debt(260,146) (523,183) (162,540)
Debt issuance costs
 (30,366) 
Dividends paid
 (2,506) (2,497)
Proceeds from the exercise of stock options690
 740
 246
Return of cash to seller(62,917) 
 
Tax effect of share-based plan compensation
 
 (145)
Sales (purchases) of treasury stock
 
 500
Net cash (used in) provided by financing activities(74,073) 535,568
 158,764
Effect of exchange rate changes on cash and cash equivalents(5,812) 8,996
 (3,944)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS(42,768) 52,077
 3,738
Cash and cash equivalents at beginning of year112,293
 58,279
 54,541
CASH AND CASH EQUIVALENTS AT END OF YEAR$69,525
 $110,356
 $58,279
Cash paid during the year for:     
Income taxes$633
 $9,984
 $10,650
Interest$50,326
 $6,778
 $2,908
Non-cash supplemental information:     
Share issuance for business acquisition$
 $143,767
 $
Accrued purchase price$
 $4,824
 $
Payable to seller related to cash balances$
 $65,314
 $
Change in fair value for shares issued in acquisition$(3,783)    
Accrued purchase price settled$(2,299) $
 $
(in thousands)
As Restated
Year Ended December 31,Year Ended December 31,Year Ended December 31,
 202120202019
OPERATING ACTIVITIES
Net (loss)$(61,638)$(218,614)$(137,762)
Income (loss) from discontinued operations, net of income taxes1,406 (35,140)(107,452)
(Loss) from continuing operations, net of tax(63,044)(183,474)(30,310)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation22,854 20,401 22,045 
Amortization42,304 43,662 47,591 
Change in provision for bad debt expense1,213 6,274 732 
Write down of inventory3,364 4,272 643 
Compensation expense of share-based plans5,252 5,488 5,418 
Loss on debt extinguishment8,693 — — 
Amortization of debt issuance costs3,996 7,460 4,622 
Deferred income tax provision (benefit)(2,992)46,774 (4,053)
(Gain) loss on disposal of property, plant and equipment— — (1,793)
Goodwill Impairment10,500 138,078 — 
Loss (gain) on sale of businesses1,919 (54,429)3,615 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable(6,308)26,211 27,274 
Inventories(6,974)4,366 (10,372)
Prepaid expenses and other assets(23,665)(29,255)9,048 
Accounts payable, accrued expenses and other liabilities15,820 (43,748)(33,427)
Net cash provided by (used in) continuing operations12,932 (7,920)41,033 
Net cash (used in) discontinued operations(2,484)(14,561)(26,405)
Net cash provided by (used in) operating activities10,448 (22,481)14,628 
INVESTING ACTIVITIES
Additions of property, plant and equipment(14,747)(12,222)(13,855)
Proceeds from the sale of property, plant and equipment(322)6,172 
Proceeds from beneficial interest of factored receivables2,047 2,957 861 
Proceeds from sale of business9,993 165,540 162,591 
Net cash (used in) provided by continuing investing activities(2,705)155,953 155,769 
Net cash (used in) discontinued investing activities— (11,658)(2,733)
Net cash (used in) provided by investing activities(2,705)144,295 153,036 
FINANCING ACTIVITIES
Proceeds from long-term debt734,612 219,000 281,600 
Payments of long-term debt(729,551)(352,916)(434,797)
Net change in short-term borrowings(374)372 (190)
Proceeds from the exercise of stock options151 118 253 
Withholding tax payments on net share settlements on equity rewards(4,209)(713)(538)
Payment of debt issuance costs(12,157)— — 
Net cash used in financing activities(11,528)(134,139)(153,672)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,448)3,878 278 
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(7,233)(8,447)14,270 
Cash, cash equivalents and restricted cash at beginning of year68,607 77,054 62,784 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$61,374 $68,607 $77,054 
Supplemental Disclosure of Cash Flow Information:
Income taxes$7,264 $11,085 $16,526 
Interest$31,430 $33,993 $47,544 
 The accompanying notes are an integral part of these consolidated financial statements.

50
100






CIRCOR INTERNATIONAL, INC.
Consolidated Statements of Shareholders’ EquityCONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal
Shareholders’
Equity
 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
(Loss) Income
 Treasury Stock 
Total
Shareholders’
Equity
SharesAmount
 Shares Amount 
BALANCE AT DECEMBER 31, 2015 16,364
 $177
 $283,621
 $257,939
 $(65,988) $(74,972) $400,777
Net income       10,101
     10,101
BALANCE AT DECEMBER 31, 2018 (As Restated)BALANCE AT DECEMBER 31, 2018 (As Restated)19,845 $212 $440,890 $219,063 $(69,714)$(74,472)$515,979 
Net lossNet loss— — — (137,762)— — (137,762)
Cumulative effect adjustment related to adoption of ASC (842)Cumulative effect adjustment related to adoption of ASC (842)— — — 1,113 — — 1,113 
Other comprehensive loss, net of tax         (10,273)   (10,273)Other comprehensive loss, net of tax— — — — (11,231)— (11,231)
Common stock dividends declared       (2,497)     (2,497)Common stock dividends declared— — — — — — — 
Stock options exercised 6
 
 245
       245
Stock options exercised— 253 — — — 253 
Tax effect of share-based plan compensation     (145)       (145)
Conversion of restricted stock units 66
 1
 156
       157
Conversion of restricted stock units61 (65)— — — (64)
Share-based plan compensation     5,545
       5,545
Share-based plan compensation— — 5,579 — — — 5,579 
Sales of common stock 9
         500
 500
BALANCE AT DECEMBER 31, 2016 16,445
 $178
 $289,422
 $265,543
 $(76,261) $(74,472) $404,410
Net income       11,789
     11,789
Cumulative effect adjustment related to the adoption of share-based compensation standard (ASU 2016-09)     755
 (582)     173
BALANCE AT DECEMBER 31, 2019 (As Restated)BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net lossNet loss— — — (218,614)— (218,614)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive loss, net of tax         39,531
   39,531
Other comprehensive loss, net of tax— — — — (8,184)— (8,184)
Common stock dividends declared       (2,507)     (2,507)
OtherOther— — — (21)— — (21)
Stock options exercised 18
   707
       707
Stock options exercised— 118 — — — 118 
Conversion of restricted stock units 39
 1
 296
       297
Conversion of restricted stock units86 239 — — — 240 
Share-based plan compensation     3,807
       3,807
Share-based plan compensation— — 5,714 — — — 5,714 
Issuance of common stock to acquire business 3,283
 33
 143,734
     

 143,767
BALANCE AT DECEMBER 31, 2017 19,785
 $212
 $438,721
 $274,243
 $(36,730) $(74,472) $601,974
Net income       (39,384) 

   (39,384)
Cumulative effect adjustment related to the adoption of revenue recognition standard (ASC 606)     

 (2,757)     (2,757)
BALANCE AT DECEMBER 31, 2020 (As Restated)BALANCE AT DECEMBER 31, 2020 (As Restated)20,001 $214 $452,728 $(136,443)$(89,129)$(74,472)$152,898 
Net lossNet loss— — $— (61,638)(61,638)
Other comprehensive income, net of tax       

 (33,009)   (33,009)Other comprehensive income, net of tax— — — — 40,329 — 40,329 
Stock options exercised 18
 
 690
       690
Stock options exercised— 151 — — — 151 
Conversion of restricted stock units 42
 
 291
       291
Conversion of restricted stock units255 (3,279)— — — (3,276)
Share-based plan compensation     4,971
       4,971
Share-based plan compensation— — 5,252 — — — 5,252 
Measurement period change in fair value of common stock to acquire a business 

 

 (3,783)     

(3,783)
BALANCE AT DECEMBER 31, 2018 19,845
 $212
 $440,890
 $232,102
 $(69,739) $(74,472)
$528,993
BALANCE AT DECEMBER 31, 2021BALANCE AT DECEMBER 31, 202120,261 $217 $454,852 $(198,081)$(48,800)$(74,472)$133,716 
 
The accompanying notes are an integral part of these consolidated financial statements.



51
101






CIRCOR INTERNATIONAL, INC.
Notes to Consolidated Financial StatementsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(1)    Description of Business
 
CIRCOR International, Inc. (“CIRCOR” or the “Company” or “we”) designs, manufactures and distributes a broad array of flow and motion control products and certain services to a variety of end-markets for use in a wide range of applications to optimize the efficiency and/or ensure the safety of flow control systems. We haveCIRCOR has a global presence and operateoperates major manufacturing facilities in North America, Western Europe, Morocco, India and India.China.
 
As of December 31, 2018, we2021, the Company organized ourits business segment reporting structure into three2 segments: CIRCOR Energy ("Energy"), CIRCOR Aerospace and& Defense ("(“Aerospace and Defense"& Defense”) and CIRCOR Industrial ("Industrial"(“Industrial”). Refer to Note 18,19, Business Segment and Geographical Information, for further information about ourthe segments.


The significant transactions the Company entered into during the periods presented are described below.

In January 2019, the Company sold its Reliability Services (“RS”) business for approximately $85.0 million in cash, on a cash-free, debt-free basis, subject to working capital and other adjustments of approximately $(5.0) million. The RS business provided lubrication management, chemical flushing services, and oil misting equipment to the oil and gas industry. The RS business was acquired as part of the acquisition of the Colfax Fluid Handling (“FH”) business. The disposal group did not meet the criteria to be classified as discontinued operations.

In July 2019, the Company sold its Engineered Valves (“EV”) business for a nominal amount, with an earnout of 50% of net income over seven years up to a maximum of $21.8 million (€18 million). The EV business is a long-cycle upstream oil and gas engineered value business. The disposal group met the criteria to be classified as discontinued operations, and is recorded as such within the consolidated financial statements. All prior period comparative financial information has been reclassified to conform with this presentation.

In August 2019, the Company sold certain assets and liabilities related to its Spence and Nicholson product lines for $84.5 million, subject to adjustment for working capital and other specified items of approximately $(0.5) million. The Spence and Nicholson product lines include steam regulators, control valves, safety relief valves, temperature regulators, steam traps and other steam accessories and solutions. The disposal group did not meet the criteria to be classified as discontinued operations.

In January 2020, the Company completed the sale of the non-core Instrumentation and Sampling (“I&S”) business to Crane Co. for $169.1 million in cash, net of working capital adjustments. The I&S business manufactured fittings, regulators, sampling systems and valves. The disposal group did not meet the criteria to be classified as a discontinued operation.

As of March 29, 2020, the Company experienced a significant decline in its market capitalization below its consolidated book value. As a result, management concluded that there was a goodwill and an indefinite-lived intangible asset impairment triggering event for the Company in the first quarter of 2020. Through its impairment analysis, the Company determined that goodwill in its Industrial segment was impaired and recognized a $138.1 million impairment. See Note 10, Goodwill and Other Intangibles Assets, for additional information on the goodwill impairment.

In June 2020, the Company completed the disposition of its Distributed Valves (“DV”) business at a cost of $10.8 million inclusive of working capital adjustments, while also retaining certain liabilities related to the business. The DV business was a long-cycle upstream oil and gas engineered valve business. This disposal group met the criteria to be classified as held for sale and a discontinued operation, and was recorded as such within the comparative consolidated financial statements for the year ended December 31, 2019. For more information on the discontinued operations and held for sale transactions, see Note 4, Discontinued Operations and Assets Held for Sale.

In December 2021, the Company refinanced its term loan and revolving line of credit facility. See Note 13, Financing Arrangements for additional information on the refinancing.

In the fourth quarter of 2021, the Company recorded a goodwill impairment charge in the amount of $10.5 million as a result of the Company's annual impairment assessment. See Note 10, Goodwill and Other Intangibles Assets, for additional information on the goodwill impairment.

102



Throughout this Annual Report on Form 10-K, unless otherwise indicated, amounts and activity are presented on a continuing operations basis.

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19, which continues to spread throughout the U.S. and the world, as a pandemic. The pandemic is having an impact on the global economy, resulting in rapidly changing market and economic conditions. The effects of the COVID-19 pandemic continue to negatively impact the Company’s results of operations, cash flows and financial position. The Company’s consolidated financial statements presented herein reflect management's estimates and assumptions regarding the effects of COVID-19 as of the date of the consolidated financial statements.

(2) Restatement of Previously Issued Consolidated Financial Statements

The Company has restated herein its audited consolidated financial statements at December 31, 2020 and for the years ended December 31, 2020 and December 31, 2019. We have also restated interim financial statement periods for the first, second, and third quarters of 2021 and 2020 and restated impacted amounts within the accompanying notes to the consolidated financial statements.

Restatement Background

On March 13, 2022, management and the Audit Committee of the Company's Board of Directors (the "Audit Committee") reached a determination that the Company's previously issued consolidated financial statements and related disclosures (i) as of December 31, 2020 and for the years ended December 31, 2020 and December 31, 2019, (ii) each of the quarterly and year-to-date periods in 2020 and (iii) the quarterly and year-to-date periods in the nine months ended October 3, 2021 should no longer be relied upon because of material misstatements contained in those consolidated financial statements.

In the course of completing the 2021 audit of the consolidated financial statements to be filed as part of this Annual Report on Form 10-K, the Company and the Company’s independent registered public accounting firm Ernst & Young LLP uncovered accounting irregularities in the financial statements with respect to the Company’s Pipeline Engineering business, which is a part of its Industrial reportable segment. The operations for this business unit are primarily located in Catterick, England. The Company, together with an outside law firm and an independent forensic accounting firm, under the oversight of the Audit Committee conducted an investigation of the financial statements of this business unit (the “Investigation”), which has since been completed.

As a result of the Investigation, it was determined that (i) the Company's previously reported net assets and earnings related to the Pipeline Engineering business were materially misstated, (ii) an individual employee in the Pipeline Engineering business had intentionally manipulated Pipeline Engineering's accounting records beginning in 2017, and (iii) the accounting irregularities resulted from intentional acts to conceal relevant information, falsify accounting records and override management controls. These misstatements are described in more detail in restatement references (a) below. As part of the restatement, the Company has also recorded adjustments to correct for other uncorrected misstatements in the impacted periods and are described in more detail in restated references (b), and (c) below. Accordingly, the Company has restated herein the consolidated financial statements at December 31, 2020 and for the fiscal years ended December 31, 2020 and December 31, 2019 in accordance with Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections.

The relevant unaudited interim financial information for the quarterly periods ended October 3, 2021, July 4, 2021, April 4, 2021, September 27, 2020, June 28, 2020, and March 29, 2020 is included in Note 23, Quarterly Financial Information (Unaudited). The categories of misstatements and their impact on the previously issued consolidated financial statements are described in more detail below.

Description of Misstatements

Misstatements Associated with Overstatement of Net Assets and Earnings

(a) Pipeline Engineering Overstatement of Net Assets and Earnings

The Company recorded adjustments to correct the misstatements identified as a result of the Audit Committee's investigation relating to the accounting irregularities in its Pipeline Engineering business unit. Specifically, the investigation revealed that an individual at the Pipeline Engineering business falsely reported the financial statements of the business to overstate net assets
103



and earnings. The impacts of the overstatement of net assets and earnings, along with the related income tax effects are reflected in the restatement tables below as indicated by reference (a) throughout this note and in Note 23, Quarterly Financial Information (Unaudited).

For the year ended December 31, 2020, the correction of Pipeline Engineering misstatements resulted in an increase to loss from continuing operations before income taxes of $12.0 million and increase to provision for income taxes of $0.2 million, and a resulting increase to net loss of $12.2 million.

For the year ended December 31, 2019, the correction of Pipeline Engineering misstatements resulted in an increase to loss from continuing operations before income taxes of $7.2 million, a net $0 million impact to provision for income taxes, and a resulting increase to net loss of $7.2 million. For the years prior to January 1, 2019, the Pipeline Engineering misstatements overstated earnings by $10.3 million, the correction of which has been reflected as a reduction to retained earnings as of January 1, 2019. Management has determined that substantially all of the Pipeline Engineering misstatements resulted from the accounting irregularities described above.

Additional Misstatements

(b) Other Adjustments

The Company also recorded other adjustments to correct previously uncorrected misstatements that were not material, individually or in the aggregate, to its consolidated financial statements of prior periods. These previously uncorrected and immaterial adjustments to prior periods are being corrected as part of the restatement.

For the year ended December 31, 2020, the correction of Other Adjustments resulted in a decrease to loss from continuing operations before income taxes of $0.5 million and decrease to provision for income taxes of $0.1 million, and a resulting decrease to net loss of $0.6 million.

For the year ended December 31, 2019, the correction of Other Adjustments resulted in a net $0 million impact to loss from continuing operations before income taxes, increase to benefit from income taxes of $1.6 million and decrease to loss from discontinued operations, net of tax of $1.7 million. For the years prior to January 1, 2019, the Other Adjustments resulted in an overstatement of earnings by $2.7 million, the correction of which has been reflected as a reduction to retained earnings as of January 1, 2019.

The impacts of other adjustments are reflected in the restatement tables below as indicated by reference (b) throughout this note and in Note 23, Quarterly Financial Information (Unaudited).

(c) Impairment

The Company recorded an adjustment to recognize a non-cash goodwill impairment charge after excluding the unsupportable forecasts for Pipeline Engineering from the measurement of the fair value of the Industrial reporting unit for the purposes of its March 29, 2020 goodwill impairment assessment. This resulted in an incremental goodwill impairment of $21.9 million during the quarter ended March 29, 2020 for the Industrial reporting unit. The impacts of the impairment misstatements are reflected in the restatement tables below as indicated by reference (c) throughout this note and in Note 23, Quarterly Financial Information (Unaudited).

Description of Restatement Tables

The following tables represent the restated consolidated balance sheet as of December 31, 2020, and the restated statements of operations, statements of comprehensive (loss), statements of cash flows, and statements of shareholders’ equity for the years ended December 31, 2020 and December 31, 2019.

These tables also present a reconciliation from the prior periods as previously reported to the restated amounts. The amounts as previously reported for fiscal years 2020 and 2019 were derived from the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on March 15, 2021.


104



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 December 31, 2020
 As Previously ReportedRestatement ImpactsRestatement ReferenceAs Restated
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$76,452 $(9,534)a,b$66,918 
Trade accounts receivable, net102,730 (7,095)a95,635 
Inventories129,084 (992)a,b128,092 
Prepaid expenses and other current assets93,226 (4,241)a,b88,985 
Assets held for sale5,073 — 5,073 
Total Current Assets406,565 (21,862)384,703 
PROPERTY, PLANT AND EQUIPMENT, NET168,763 (2,741)a,b166,022 
OTHER ASSETS:
Goodwill158,944 (22,021)c136,923 
Intangibles, net353,595 — 353,595 
Deferred income taxes779 51 a,b830 
Other assets41,882 (1,098)a40,784 
TOTAL ASSETS$1,130,528 $(47,671)$1,082,857 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$61,236 $2,378 a,b$63,614 
Accrued expenses and other current liabilities75,624 3,416 a,b79,040 
Accrued compensation and benefits28,332 (316)a,b28,016 
Short-term borrowings and current portion of long-term debt— 1,624 a1,624 
Total Current Liabilities165,192 7,102 172,294 
LONG-TERM DEBT507,888 — 507,888 
DEFERRED INCOME TAXES28,980 (3,115)a,b25,865 
PENSION LIABILITY, NET163,642 — 163,642 
OTHER NON-CURRENT LIABILITIES58,785 1,485 a60,270 
COMMITMENTS AND CONTINGENCIES (Note 17 and 18)000
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; $— shares issued and outstanding— — — 
Common stock, $0.01 par value; 29,000,000 shares authorized; 21,373,813 shares issued at December 31, 2020.214 — 214 
Additional paid-in capital452,728 — 452,728 
(Accumulated deficit)(86,461)(49,982)a,b,c(136,443)
Common treasury stock, at cost (1,372,488 shares at December 31, 2020)(74,472)— (74,472)
Accumulated other comprehensive loss(85,968)(3,161)a,b,c(89,129)
Total Shareholders’ Equity206,041 (53,143)152,898 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,130,528 $(47,671)$1,082,857 





105





CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 For Year Ended December 31, 2020
 As Previously ReportedRestatement ImpactsRestatement ReferenceAs Restated
Net revenues$773,271 $(8,052)a,b$765,219 
Cost of revenues530,844 2,161 a,b533,005 
Gross profit242,427 (10,213)232,214 
Selling, general and administrative expenses220,994 2,392 a,b223,386 
Impairment charges116,182 21,896 c138,078 
Special and restructuring (recoveries), net(34,303)— (34,303)
Operating (loss)(60,446)(34,501)(94,947)
Other expense (income):
Interest expense, net34,219 — 34,219 
Other (income), net(529)(1,065)a(1,594)
Total other expense, net33,690 (1,065)32,625 
(Loss) from continuing operations before income taxes(94,136)(33,436)(127,572)
Provision for income taxes56,222 (320)a,b,c55,902 
 (Loss) from continuing operations, net of tax(150,358)(33,116)(183,474)
 (Loss) from discontinued operations, net of tax(35,140)— (35,140)
Net (loss)$(185,498)$(33,116)$(218,614)
Basic (loss) per common share:
Basic from continuing operations$(7.52)$(1.66)$(9.18)
Basic from discontinued operations$(1.76)$— $(1.76)
Net (loss)$(9.28)$(1.66)$(10.94)
Diluted (loss) per common share:
Diluted from continuing operations$(7.52)$(1.66)$(9.18)
Diluted from discontinued operations$(1.76)$— $(1.76)
Net (loss)$(9.28)$(1.66)$(10.94)
Weighted average common shares outstanding:
Basic19,982 019,982 
Diluted19,982 019,982 

106



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 For Year Ended December 31, 2019
 As Previously ReportedRestatement ImpactsRestatement ReferenceAs Restated
Net revenues$964,313 $(7,051)a$957,262 
Cost of revenues655,504 1,271 a,b656,775 
Gross profit308,809 (8,322)300,487 
Selling, general and administrative expenses248,256 210 a,b248,466 
Special and restructuring charges (recoveries), net22,872 (1,324)a,b21,548 
Operating income (loss)37,681 (7,208)30,473 
Other expense (income):
Interest expense, net48,609 — 48,609 
Other (income), net(836)(42)a,b(878)
Total other expense, net47,773 (42)47,731 
(Loss) from continuing operations before income taxes(10,092)(7,166)(17,258)
Provision for (benefit from) income taxes14,676 (1,624)a,b13,052 
 (Loss) from continuing operations, net of tax(24,768)(5,542)(30,310)
 (Loss) from discontinued operations, net of tax(109,167)1,715 b(107,452)
Net (loss)$(133,935)$(3,827)$(137,762)
Basic (loss) per common share:
Basic from continuing operations$(1.24)$(0.28)$(1.52)
Basic from discontinued operations$(5.48)$0.08 $(5.40)
Net (loss)$(6.73)$(0.19)$(6.92)
Diluted (loss) per common share:
Diluted from continuing operations$(1.24)$(0.28)$(1.52)
Diluted from discontinued operations$(5.48)$0.08 $(5.40)
Net (loss)$(6.73)$(0.19)$(6.92)
Weighted average common shares outstanding:
Basic19,903 019,903 
Diluted19,903 019,903 

107



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
(in thousands)
 Year ended December 31, 2020
 As Previously StatedRestatement ImpactsRestatement ReferenceAs Restated
Net (loss)$(185,498)$(33,116)a,b,c$(218,614)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments6,949 (2,483)a,b4,466 
Interest rate swap adjustments (1)1,196 — 1,196 
Other net changes in post-retirement liabilities and assets - recognized actuarial gains (loss) (2)(13,846)— (13,846)
Other comprehensive (loss), net of tax(5,701)(2,483)(8,184)
COMPREHENSIVE (LOSS)$(191,199)$(35,599)$(226,798)


 Year ended December 31, 2019
 As Previously StatedRestatement ImpactsRestatement ReferenceAs Restated
Net (loss)$(133,935)$(3,827)a,b$(137,762)
Other comprehensive (loss), net of tax:
Foreign currency translation adjustments(4,740)(703)a,b(5,443)
Interest rate swap adjustments (1)(5,390)— (5,390)
Other net changes in post-retirement liabilities and assets - recognized actuarial gains (loss) (2)(398)— (398)
Other comprehensive (loss), net of tax(10,528)(703)(11,231)
COMPREHENSIVE (LOSS)$(144,463)$(4,530)$(148,993)

108



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31, 2020
 As Previously StatedRestatement ImpactsRestatement ReferenceAs Restated
OPERATING ACTIVITIES
Net (loss)$(185,498)$(33,116)a,b,c$(218,614)
(Loss) from discontinued operations, net of income taxes(35,140)— (35,140)
(Loss) from continuing operations, net of tax(150,358)(33,116)(183,474)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation20,385 16 a20,401 
Amortization43,662 — 43,662 
Change in provision for bad debt expense6,099 175 a6,274 
Write down of inventory3,618 654 a4,272 
Compensation expense of share-based plans5,488 — 5,488 
Amortization of debt issuance costs7,460 — 7,460 
Deferred income tax provision48,770 (1,996)a,b46,774 
Goodwill Impairment116,182 21,896 c138,078 
(Gain) on sale of businesses(54,429)— (54,429)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable23,506 2,705 a26,211 
Inventories5,780 (1,414)a,b4,366 
Prepaid expenses and other assets(34,824)5,569 a,b(29,255)
Accounts payable, accrued expenses and other liabilities(49,501)5,753 a,b(43,748)
Net cash (used in) continuing operations(8,162)242 (7,920)
Net cash (used in) discontinued operations(14,561)— (14,561)
Net cash (used in) operating activities(22,723)242 (22,481)
INVESTING ACTIVITIES
Additions of property, plant and equipment(12,222)— (12,222)
Proceeds from the sale of property, plant and equipment(322)— (322)
Proceeds from beneficial interest of factored receivables2,957 — 2,957 
Proceeds from sale of business165,540 — 165,540 
Net cash provided by continuing investing activities155,953 — 155,953 
Net cash (used in) discontinued investing activities(11,658)— (11,658)
Net cash provided by investing activities144,295 — 144,295 
FINANCING ACTIVITIES
Proceeds from long-term debt219,000 — 219,000 
Payments of long-term debt(352,916)— (352,916)
Net change in short-term borrowings— 372 a372 
Proceeds from the exercise of stock options118 — 118 
Withholding tax payments on net share settlements on equity rewards— (713)b(713)
Net cash (used in) financing activities(133,798)(341)(134,139)
Effect of exchange rate changes on cash, cash equivalents and restricted cash4,195 (317)a,b,c3,878 
(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(8,031)(416)(8,447)
Cash, cash equivalents and restricted cash at beginning of year85,727 (8,673)a,b77,054 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$77,696 $(9,089)$68,607 
Supplemental Disclosure of Cash Flow Information:
Income taxes$13,074 $(1,989)$11,085 
Interest$33,993 $— $33,993 


109



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31, 2019
 As Previously StatedRestatement ImpactsRestatement ReferenceAs Restated
OPERATING ACTIVITIES
Net (loss)$(133,935)$(3,827)a,b$(137,762)
(Loss) from discontinued operations, net of income taxes(109,167)1,715 (107,452)
(Loss) from continuing operations, net of tax(24,768)(5,542)(30,310)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation22,045 — 22,045 
Amortization47,591 — 47,591 
Change in provision for bad debt expense617 115 a732 
Write down of inventory366 277 a643 
Compensation expense of share-based plans5,418 — 5,418 
Amortization of debt issuance costs4,622 — 4,622 
Deferred income tax (benefit) provision(3,440)(613)a,b(4,053)
(Gain) on disposal of property, plant and equipment(1,793)— (1,793)
Loss on sale of businesses3,615 — 3,615 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable24,339 2,935 a27,274 
Inventories(9,557)(815)a,b(10,372)
Prepaid expenses and other assets7,360 1,688 a,b9,048 
Accounts payable, accrued expenses and other liabilities(34,168)741 a,b(33,427)
Net cash provided by continuing operations42,247 (1,214)41,033 
Net cash (used in) discontinued operations(26,334)(71)b(26,405)
Net cash provided by operating activities15,913 (1,285)14,628 
INVESTING ACTIVITIES
Additions of property, plant and equipment(13,855)— (13,855)
Proceeds from the sale of property, plant and equipment6,172 — 6,172 
Proceeds from beneficial interest of factored receivables861 — 861 
Proceeds from sale of business162,591 — 162,591 
Net cash provided by continuing investing activities155,769 — 155,769 
Net cash (used in) discontinued investing activities(2,733)— (2,733)
Net cash provided by investing activities153,036 — 153,036 
FINANCING ACTIVITIES
Proceeds from long-term debt281,600 — 281,600 
Payments of long-term debt(434,797)— (434,797)
Net change in short-term borrowings— (190)a(190)
Proceeds from the exercise of stock options253 — 253 
Withholding tax payments on net share settlements on equity rewards— (538)b(538)
Net cash (used in) continuing financing activities(152,944)(728)(153,672)
Effect of exchange rate changes on cash, cash equivalents and restricted cash197 81 a,b278 
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH16,202 (1,932)14,270 
Cash, cash equivalents and restricted cash at beginning of year69,525 (6,741)a62,784 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$85,727 $(8,673)$77,054 
Supplemental Disclosure of Cash Flow Information:
Accrual for capital expenditures
Cash paid during the year for:
Income taxes$16,711 (185)$16,526 
Interest$47,544 — $47,544 


110



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 201919,912 $213 $446,657 $99,280 $(80,267)$(74,472)$391,411 
Net loss— — — (185,498)— (185,498)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive loss, net of tax— — — (5,701)— (5,701)
Other— — — (21)— — (21)
Stock options exercised— 118 — — — 118 
Conversion of restricted stock units86 239 — — — 240 
Share-based plan compensation— — 5,714 — — — 5,714 
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(86,461)$(85,968)$(74,472)$206,041 
Restatement Impacts
BALANCE AT DECEMBER 31, 2019— — — (16,866)(678)— (17,544)
Net loss— — — (33,116)— — (33,116)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — — — — — 
Other comprehensive loss, net of tax— — — — (2,483)— (2,483)
Other— — — — — — — 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT DECEMBER 31, 2020— $— $— $(49,982)$(3,161)$— $(53,143)
As Restated
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net loss— — — (218,614)— — (218,614)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive income, net of tax— — — — (8,184)— (8,184)
Other— — (21)— — (21)
Stock options exercised— 118 — — — 118 
Conversion of restricted stock units86 239 — — — 240 
Share-based plan compensation— — 5,714 — — — 5,714 
BALANCE AT DECEMBER 31, 2020 (As Restated)20,001 214 452,728 (136,443)(89,129)(74,472)152,898 
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CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 201819,845 $212 $440,890 $232,102 $(69,739)$(74,472)$528,993 
Net loss— — — (133,935)— — (133,935)
Cumulative effect adjustment related to adoption of ASC (842)— — — 1,113 — — 1,113 
Other comprehensive loss, net of tax— — — — (10,528)— (10,528)
Stock options exercised— 253 — — — 253 
Conversion of restricted stock units61 (65)— — — (64)
Share-based plan compensation— — 5,579 — — — 5,579 
BALANCE AT DECEMBER 31, 201919,912 $213 $446,657 $99,280 $(80,267)$(74,472)$391,411 
Restatement Impacts
BALANCE AT DECEMBER 31, 2018— — — (13,039)25 — (13,014)
Net loss— — — (3,827)— — (3,827)
Cumulative effect adjustment related to adoption of (ASC 842)— — — — — — — 
Other comprehensive loss, net of tax— — — — (703)— (703)
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT DECEMBER 31, 2019— — — (16,866)(678)— (17,544)
As Restated
BALANCE AT DECEMBER 31, 2018 (As Restated)19,845 $212 $440,890 $219,063 $(69,714)$(74,472)$515,979 
Net loss— — — (137,762)— — (137,762)
Cumulative effect adjustment related to adoption of (ASC 842)— — — 1,113 — — 1,113 
Other comprehensive income, net of tax— — — — (11,231)— (11,231)
Stock options exercised— 253 — — — 253 
Conversion of restricted stock units61 (65)— — — (64)
Share-based plan compensation— — 5,579 — — — 5,579 
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 

(3)    Summary of Significant Accounting Policies
 
Principles of Consolidation and Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).The consolidated financial statements include the accounts of CIRCOR and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or divested are included in the consolidated financial statements from the date of acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conformacquisition or up to the current period financial statement presentation. These reclassifications have no effect on the previously reported net income.date of disposal.

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Use of Estimates

The preparation of these financial statements in conformity with generally accepted accounting principles ("GAAP")GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Some of the more significant estimates, some of which are impacted by management’s estimates and assumptions regarding the effects of the COVID-19 pandemic, relate to acquisition accounting,recoverability of goodwill and indefinite-lived trade names, estimated total costs for ongoing long-term revenue contracts accountedwhere transfer of control occurs over time, allowance for under the percentage of completion method,credit losses, inventory valuation, share-based compensation, amortization and impairment of long-lived assets, pension benefits obligations, income taxes (including valuation allowance), fair value of disposal group, pension benefit obligations, acquisition accounting, penalty accruals for late shipments, asset valuations, and product warranties. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ materially from those estimates.


Assets Held for Sale

The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject to terms customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.

Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, as separate line items on the consolidated statements of financial position. Refer to Note 4, Discontinued Operations and Assets Held for Sale, for further information.

Revenue Recognition


Revenues disclosed for 2017 and 2016 were accounted for in accordance with ASC 605. Under this standard,The Company recognizes revenue was primarily recognized when title and riskto depict the transfer of loss have passedcontrol to the Company’s customers in an amount reflecting what the Company expects to be entitled to in exchange for performance obligations. In order to apply this revenue recognition principle, the Company applies the following five step approach: (1) identify the contract with a customer, persuasive evidence of an arrangement exists, no significant post delivery(2) identify the performance obligations remain,in the contract, (3) determine the transaction price, (4) allocate the transaction price to the buyersperformance obligations in the contract, and (5) recognize revenue when, or as, a performance obligation is fixed or determinable and collectionsatisfied. See Note 5, Revenue Recognition for further information.

Revenues relating to point in time contracts are recognized when the customer obtains control of the resulting receivableproduct, which is reasonably assured.generally at the time of shipping. Revenues and costs on certain long-term capital contracts are recognized on the percentage-of-completion method measured on the basis of costs incurred to estimated total costs for each contract. This method is used because management considers it to be the best available measure of progress towards completion on these contracts. Revenues and costs on contracts are subject to changechanges in estimateestimates throughout the duration of the contracts, and any required adjustments are made in the period in which a change in estimate becomes known. Estimated losses on contracts in progress are recognized in the period in which a loss becomes known. Unbilled receivables for net revenues recognized in excess of the amounts billed for active projects are recognized within other currentas contract assets on the balance sheet.

The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. Shipping and handling costs invoiced to customers are recorded as components of revenues and the associated costs are recorded as cost of revenues. We recognizeThe Company recognizes revenue net of sales returns, rebates, penalties, and discounts. Accounts receivable allowances include sales returns and bad debt allowances.the allowance for credit losses. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of such future returns, based on historical experience. The Company makes estimates evaluating its allowance

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Allowance for doubtful accounts. Credit Losses

The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses or doubtful accounts based upon expected losses, its historical experience, expectation of changes in risk of loss and any specific customer collection issues that it has identified. Account balances are charged off against the allowance when the companyCompany believes it is probable the receivable will not be recovered.




52




Refer to Note 3, Revenue Recognition for CIRCOR's revenue recognition policy for 2018 in accordance with ASC 606.

Cost of Revenue
Cost of revenue primarily reflects the costs of manufacturing and preparing products for sale and, to a much lesser extent, the costs of performing services. Cost of revenue is primarily comprised of the cost of materials, outside processing, inbound freight, production, direct labor and overhead including indirect labor, which are expenses that directly result from the level of production activity at the manufacturing plant. Additional expenses that directly result from the level of production activity at the manufacturing plant include: purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, utility expenses, property taxes, amortization of inventory step-up from revaluation at the date of acquisition, depreciation of production building and equipment assets, warranty costs, salaries and benefits paid to plant manufacturing management and maintenance supplies.

Inventories
Inventories are stated at net realizable value. Cost is generally determined on the first-in, first-out (“FIFO”) basis. Where appropriate, standard cost systems are utilized for purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual cost. We typically analyze our inventory aging and projected future usage on a quarterly basis to assess the adequacy of our inventory allowance, which primarily consist of obsolescence and net realizable value estimates. These estimates are measured either on an item-by-item basis or higher-level inventory grouping and determined based on the difference between the cost of the inventory and estimated market value. The provision for inventory allowance is a component of our cost of revenues. Assumptions about future demand are among the primary factors utilized to estimate market value. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequentfollowing table presents changes in facts and circumstances do not resultthe accounts receivables allowance for doubtful accounts for the years ended December 31 (in thousands):

  Additions (Reductions)  
DescriptionBalance at
Beginning of
Period
Charged to
Costs
and Expenses
Charged to
Other
Accounts
Deductions
(1)
Balance at
End
of Period
Year ended (As Restated)
December 31, 2021
Deducted from asset account:
Allowance for doubtful accounts$10,596 $1,213 $(608)$(420)$10,781 
Year ended (As Restated)
December 31, 2020
Deducted from asset account:
Allowance for doubtful accounts$3,948 $6,274 $999 $(625)$10,596 
Year ended (As Restated)
December 31, 2019
Deducted from asset account:
Allowance for doubtful accounts$3,400 $732 $549 $(733)$3,948 
(1) Uncollectible accounts written off, net of recoveries.


During 2021 the Company recorded a charge for allowance against contract assets in the restoration or increase in that newly established cost basis. Only subsequent inventory transaction via sale or disposal would then releaseamount of $4.4 million which is also the established inventory reserve.ending balance of allowance against contract assets as of December 31, 2021.

If there were to be a sudden and significant decrease in demand for our products, significant price reductions, or if there were a higher incidence of inventory obsolescence for any reason, including a change in technology or customer requirements, we could be required to increase our inventory allowances and our gross profit could be adversely affected.

Business Acquisitions
The definition of a business introduces a “screen test” that is a quantitative threshold for defining asset acquisitions. If substantially all of the acquisition is made up of one asset or several similar assets, then the acquisition is an asset acquisition. “Substantially all” is commonly considered to be approximately 90%. While it is not a bright line, if it meets or exceeds the threshold it’s an asset acquisition. Otherwise, the analysis must continue through the “full model.” This means that the structure of the transaction will be important in determining the accounting result.

We account for business combinations under the acquisition method, and accordingly, the assets and liabilities of the acquired businesses are recorded at their estimated fair value on the acquisition date with the excess of the purchase price over their estimated fair value recorded as goodwill. We determine acquisition related asset and liability fair values through established valuation techniques for industrial manufacturing companies and utilize third party valuation firms to assist in the valuation of certain tangible and intangible assets.

The consideration for our acquisitions may include future payments that are contingent upon the occurrence of a particular event. For acquisitions that qualify as business combinations, we record an obligation for such contingent payments at fair value on the acquisition date. We estimate the fair value of contingent consideration obligations through valuation models that incorporate probability adjusted assumptions related to the achievement of the milestones and thus likelihood of making related payments or by using a Monte Carlo simulation model. We revalue these contingent consideration obligations each reporting period. Changes in the fair value of our contingent consideration obligations are recognized within general and administrative expense in our consolidated statements of income.

Accounting Standards Codification ("ASC") Topic 805, Business Combinations, provides guidance regarding business combinations and requires acquisition-date fair value measurement of identifiable assets acquired, liabilities assumed, and non-controlling interests in the acquiree. For additional information, refer to Note 4, Business Acquisitions.


53




Legal Contingencies

We are currently involved in various legal claims and legal proceedings, some of which may involve substantial dollar amounts. Periodically, we review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for the estimated loss. The determination of probability and the determination as to whether an exposure can be reasonably estimated requires management estimates. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on our business, results of operations and financial position.

For more information related to our outstanding legal proceedings, see Note 15, Contingencies, Commitments and Guarantees.


Goodwill
 
Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. For goodwill, we performThe Company performs an impairment assessment for goodwill at the reporting unit level on an annual basis as of the end of ourits October month end or more frequently if circumstances warrant. OurIts annual impairment assessment requires a comparison of the fair value of each of ourits reporting units to the respective carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying value of a reporting unit is greater than its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, wethe Company will consider the income tax effect from any tax deductibletax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss.


Determining the fair value of a reporting unit is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimatethe Company estimates the fair value of ourits reporting units using an income approach based on the present value of future cash flows. We believeIt believes this approach yields the most appropriate evidence of fair value. WeThe Company also utilizeutilizes the comparable company multiples method and market transaction fair value method to validate the fair value amount we obtainestimate using the income approach. The key assumptions utilized in ourits discounted cash flow model include ourincludes estimates of future cash flows from operating activities, including those used in the estimated terminal value as well asrate of revenue growth and the discount rate based on a weighted average cost of capital. Any unfavorable material changes to these key assumptions could potentially impact ourits fair value determinations. As such, we may experience fluctuations in revenues and operating results resulting in the non-achievement of our estimated growth rates, operating performance and working capital estimates utilized in our discounted cash flow models.


For moreadditional information, related to our Goodwill, see Note 8,10, Goodwill and Other Intangible Assets.


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Cost of Revenues
Cost of revenues primarily reflects the costs of manufacturing and preparing products for sale and, to a much lesser extent, the costs of performing services. Cost of revenues is primarily comprised of the cost of materials, outside processing, inbound freight, production, direct labor and overhead including indirect labor, which are expenses that directly result from the level of production activity at a manufacturing site. Additional expenses that directly result from the level of production activity at a manufacturing site include purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, utility expenses, property taxes, amortization of inventory step-up from revaluation at the date of acquisition, depreciation of production building and equipment assets, warranty costs, salaries and benefits paid to plant manufacturing management and maintenance supplies.

Inventories
Inventories are stated at the lower of cost or net realizable value. Where appropriate, standard cost systems are utilized for
purposes of determining cost; the standards are adjusted as necessary to ensure they approximate actual cost. Cost is generally determined on the first-in, first-out (“FIFO”) basis. The Company typically analyzes its inventory aging and projected future usage on a quarterly basis to assess the adequacy of its inventory valuation reserve, which primarily consists of obsolescence and net realizable value estimates. These estimates are measured either on an item-by-item basis or higher-level inventory grouping and determined based on the difference between the cost of the inventory and estimated net realizable value. The provision for inventory valuation reserves is a component of the Company's cost of revenues. Assumptions about future demand are among the primary factors utilized to estimate net realizable value. At the point of the loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Only subsequent inventory transactions via sale or disposal would then release the established inventory reserve.

If there were to be a sudden and significant decrease in demand for its products, significant price reductions, or a higher incidence of inventory obsolescence for any reason, including a change in technology or customer requirements, the Company could be required to increase its inventory valuation reserves, which could adversely affect its gross profits.

Legal Contingencies

The Company is currently involved in various legal claims and legal proceedings, some of which may involve substantial dollar amounts. Periodically, the Company reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, it accrues a liability for the estimated loss. The determination of probability and the determination as to whether exposure can be reasonably estimated requires management estimates. Because of uncertainties related to these matters, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to its pending claims and litigation and may revise its estimates. Such revisions in the estimates of the potential liabilities could have a material adverse effect on its business, results of operations and financial position.

For more information see Note 17, Contingencies, Commitments and Guarantees.

Indefinite-Lived Intangible Assets


For intangible assets with indefinite lives, we perform an impairment assessment at the asset level on an annual basis as of the October month end or more frequently if circumstances warrant. Indefinite-lived intangible assets, such as trade names, are generally recorded and valued in connection with a business acquisition. For these assets, the Company performs a qualitative assessment on an annual basis to determine if it is more likely than not the asset is impaired (“Step 0” test). These assets are reviewed at least annually for impairment as of the October month end, or more frequently if facts and circumstances warrant. We also utilizedFor any that fail the Step 0 test, the Company performs an impairment assessment at the asset level utilizing a fair value calculationcalculation. The Company has the option to evaluate these intangibles.bypass the qualitative assessment for an indefinite lived intangible asset in any period and proceed directly to the quantitative impairment test. Determining the fair value is subjective and requires the use of significant estimates and assumptions. With the assistance of an independent third-party appraisal firm, we estimatethe Company estimates the fair value using an income approach based on the present value of future cash flows. We note the fair value of each individual indefinite-lived asset exceeded the respective carrying amount, and no intangible impairments were recorded.relief from royalty method.


For more information related to our Intangible Assets, see Note 8,10, Goodwill and Other Intangible Assets.


54





Other Long-Lived Assets
 
In accordance with ASC Topic 360, Plant, Property, and Equipment, we performthe Company performs impairment analyses of our long-lived assets groupasset groups whenever events and circumstances indicate that they may be impaired. Whenimpairment. If indicators are present, it performs a recoverability test by comparing the sum of the undiscounted future cash flows are expectedspecific to bethe asset group to its carrying value. If the
115



recoverability test fails (sum of undiscounted cash flows are less than the asset group's carrying value), it then determines the fair value of the asset group and recognizes an impairment loss if the carrying value of identified asset groups being reviewed for impairment,exceeds the asset groups are written down toestimated fair value.


SeeFor more information, see Note 7,9, Property, Plant and Equipment, for further information on impairment of other long-lived assets.Equipment.


Post RetirementPost-Retirement Benefits
 
Pensions and other post-retirement benefitsbenefit obligations and net periodic benefit costs are actuarially determined and are affected by several assumptions including the discount rate, mortality, and the expected long-term return on plan assets. Changes in the assumptions and differences from actual results will affect the amounts of net periodic benefit cost recognized in future periods. These assumptions may also have an effect on the amount and timing of future cash contributions.


As required in the recognition and disclosure provisions of ASC Topic 715, Compensation - Retirement Benefits, the Company recognizes the over-funded or under-funded status of defined benefit post-retirement plans in its balance sheet, measured as the difference between the fair value of plan assets and the benefit obligations (the projected benefit obligation for pension plans and the accumulated post-retirement benefit obligation for other post-retirement plans). The change in the funded status is the net of the recognized net periodic benefit cost, cash contributions to the trust/benefits paid directly by CIRCORthe Company and recognized changes in other comprehensive income. Other comprehensive income changes are due to new actuarial gains and losses, and new plan amendments and the amortizations of amounts in the net periodic benefit cost.


Unrecognized actuarial gains and losses in excess of the 10% corridor (defined as the threshold above which gains or losses need to be amortized) are being recognized for all plans over the weighted average expected remaining service period of the employee group unless substantially all participants are inactive in which case the average remaining lifetime of covered participants is used. Unrecognized actuarial gains and losses arise from several factors including changes in the benefit obligations from actuarial experience and assumption changes, and fromas well as the difference between expected returns and actual returns on plan assets.


Income Taxes


Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if we anticipatethe Company anticipates that it is more likely than not that weit may not realize some or all of a deferred tax asset.


In accordance with the provisions of ASC Topic 740, Income Taxes, the Company initially recognizes the financial statement effect of a tax position when, based solely on its technical merits, it is more likely than not (a likelihood of greater than fifty percent) that the position will be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.


If future results of operations exceed ourthe Company's current expectations, ourits existing tax valuation allowances may be adjusted, resulting in future tax benefits. Alternatively, if future results of operations are less than expected, future assessments may result in a determination that some or all of the deferred tax assets are not realizable. Consequently, wethe Company may need to establish additional tax valuation allowances for a portion or all of the gross deferred tax assets, which may have a material adverse effect on ourits results of operations.
 
Under ASC Topic 740, only the portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g., due to the expiration of the statute of limitations) or are not expected to be paid within one year are classified as non-current. It is the Company’s policy to record estimated interest and penalties as income tax expense, and tax credits as a reduction in income tax expense.

55





With respect to GILTI,global intangible low-taxed income (“GILTI”), the companyCompany has adopted a policy to account for this provision as a period cost. Also, the Company has adopted the impact of ASU 2018-05 in our financial statements.


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For moreadditional information, related to our Income Taxes, see Note 9,11, Income Taxes.


Share-Based Compensation
 
Share-based compensation costs are based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Accounting for Share Based Payments, and these costs are recognized over the requisite vesting period. The Black-Scholes option pricing model is used to estimate the fair value of each stock option at the date of grant excluding the 2013 and 2014 CEO stock option awards which are valued using the Monte Carlo option pricing model as these are market condition awards.grant. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield and employee exercise behavior. Expected volatilities utilized in the model are based on the historic volatility of the Company’s stock price. The risk-free interest rate is derived from the U.S. Treasury Yield curve in effect at the time of the grant. The model incorporates exercise and post-vesting forfeitureservice termination assumptions based on an analysis of historical data.


Market condition stock option awards include both a service period and a market performance vesting condition. The stock options vest if certain stock price targets are met based on the stock price closing at or above the target for 60 consecutive trading days. Vested options may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. These market condition stock option awards are being expensed utilizing a graded method and are subject to forfeiture in the event of employment termination (whether voluntary or involuntary) prior to vesting. To the extent that the market conditions above (stock price targets) are not met, those options will not vest and will forfeit 5 years from grant date. The Company used a Monte Carlo simulation option pricing model to value these option awards.For additional information, see Note 14, Share-Based Compensation.

See Note 12, Share-Based Compensation, for further information on share-based compensation.


Environmental Compliance and Remediation
 
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to existing conditions caused by past operations, which do not contribute to current or future revenue generation, are expensed. Expenditures that meet the criteria of "Regulated Operations"“Regulated Operations” are capitalized. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the costs can be reasonably estimated. In accordance with ASC Topic 450, Contingencies, estimated costs are based upon current laws and regulations, existing technology and the most probable method of remediation.


Foreign Currency and Foreign Currency Contracts

OurThe Company's international subsidiaries operate and report their financial results using local functional currencies. Accordingly, all assets, liabilities, revenues, and costs of these subsidiaries are translated into United States (“U.S.”) dollars using exchange rates in effect at the end of the relevant periods. The resulting translation adjustments are presented as a separate component of other comprehensive income. We doThe Company does not provide for U.S. income taxes on foreign currency translation adjustments since we doit does not provide for such taxes on undistributed earnings of foreign subsidiaries.


OurThe Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk. The Company uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject the Company to significant risk from exchange rate movements because they offset gains and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify for fair value or cash flow hedge treatment. Any gains and losses on the forward contracts are recognized as a component of other expense in its consolidated statements of operations.

The Company is subject to exchange rate related gains or losses resulting from foreign currency denominated transactions. Its net foreign exchange losses / (gains) recorded for the years ended December 31, 2018, 20172021, 2020, and 20162019 were ($1.8)$0.9 million, $2.1$1.7 million, and $2.1$(0.4) million, respectively and are included in other (income) expense in the consolidated statements of income. See Note 17, Fair Value, for additional information on foreign currency exchange risk.operations.

Earnings Per Common Share

Basic earnings per common share areis calculated by dividing net income by the number of weighted average common shares outstanding. Diluted earnings per common share is calculated by dividing net income by the weighted average common shares outstanding and assumes the conversion of all dilutive securities when the effects of such conversion would not be anti-dilutive.
 
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Earnings per common share and the weighted average number of shares used to compute net earnings per common share, basic and assuming full dilution, are reconciled below (in thousands, except per share data):

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Year Ended December 31,
Year Ended December 31,As Restated
2018 2017 2016 202120202019
Net
Income
 Shares 
Per Share
Amount
 
Net
Income
 Shares 
Per Share
Amount
 
Net
Income
 Shares 
Per Share
Amount
Net
(Loss)
SharesPer Share
Amount
Net
(Loss)
SharesPer Share
Amount
Net
(Loss)
SharesPer Share
Amount
Basic EPS$(39,384) 19,834
 $(1.99) $11,789
 16,674
 $0.71
 $10,101
 16,418
 $0.62
Basic EPS$(61,638)20,201 $(3.05)$(218,614)19,982 $(10.94)$(137,762)19,903 $(6.92)
Dilutive securities, principally common stock options

 
 0.00
 

 175
 (0.01) 

 118
 (0.01)
Dilutive securities, principally common stock awardsDilutive securities, principally common stock awards— — — — — — — — — 
Diluted EPS$(39,384) 19,834
 $(1.99) $11,789
 16,849
 $0.70
 $10,101
 16,536
 $0.61
Diluted EPS$(61,638)20,201 $(3.05)$(218,614)19,982 $(10.94)$(137,762)19,903 $(6.92)
 
Certain stock options to purchase common shares and restricted stock units ("RSUs"(“RSUs”) were anti-dilutive. There were 1,041,454596,753 anti-dilutive stock options, RSUs, and RSU MSPs for the year ended December 31, 20182021 with exercise prices ranging from $26.06$32.76 to $60.99. There were 663,986 anti-dilutive stock options, RSUs and RSU MSPs for the year ended December 31, 2020 with exercise prices ranging from $33.63 to $71.56. There were 252,001431,165 anti-dilutive stock options and RSUs for the year ended December 31, 20172019 with exercise prices ranging from $51.84$33.63 to $71.56. There were 36,281 anti-dilutive stock options and RSUs for the year ended December 31, 2016 with exercise prices ranging from $70.42 to $79.33.$71.56.
As of December 31, 2018, there were 13,029 outstanding RSUs that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share.


Cash and Cash Equivalents


OurThe Company's cash equivalents are invested in time deposits of financial institutions. We haveinstitutions, and it has established guidelines relative to credit ratings, diversification and maturities that are intended to maintain safety and liquidity. Cash equivalents include highly liquid investments with maturity periods of three months or less when purchased.


Restricted Cash

Restricted cash represents cash that is legally restricted as to withdrawal or usage and includes amounts required to be maintained in relation to bank guarantees in certain jurisdictions. Restricted cash is classified within other current assets on the consolidated balance sheets.

Other Assets


Other assets in the accompanying consolidated balance sheets include deferred debt issuance costs associated with ourthe Company's revolving credit facility, tax receivable, non-current contract assets and other certain assets.


Fair Value
 
ASC Topic 820, Fair Value Measurement, defines fair value and includes a framework for measuring fair value and disclosing fair value measurements in financial statements. Fair value is a market-based measurement rather than an entity-specific measurement. The fair value hierarchy makes a distinction between assumptions developed based on market data obtained from independent sources (observable inputs) and the reporting entity’s own assumptions (unobservable inputs). This fair value hierarchy givesprioritizes the highest priorityinputs into three broad levels as follows:

Level One: Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities (Level 1)in active markets.
Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the lowest priorityasset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level Three: Inputs to the valuation methodology are unobservable inputs (Level 3). We utilizeand significant to the fair value measurementsmeasurement.

Fair value information for forward currency contracts, guarantee and indemnification obligations, certain pension planthose assets and certain intangible assets. liabilities, including their classification in the fair value hierarchy, is included in: Note 13, Financing Arrangements along with Derivative Financial Instruments, and Note 16, Retirement Plans (for assets held in trust).

Certain pension plan asset investments are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”).

See Note 17, Fair Value, for additional information on fair value.

Derivative Financial Instruments
The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate riskcarrying amounts of cash and interest rate risk. The Company currently uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject us to significant risk from exchange rate movements because they offset gainscash equivalents, restricted cash, trade receivables and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify fortrade payables approximate fair value or cash flow hedge treatment. GAAP requires all derivatives, whether designated in a hedging relationship or not, to be recorded onbecause of the short maturity of these financial instruments. Cash equivalents are carried at cost which approximates fair value at the balance sheet at fair value. Any unrealized gainsdate and losses on our contracts are recognized asis a component of other expense in our consolidated statements of income.Level 1 financial instrument.

See Note 17, Fair Value, for additional information on derivative financial instruments.



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Property, Plant and Equipment
 
Property, plant and equipment are recorded at cost. Depreciation is generally provided on a straight-line basis over the estimated useful lives of the assets, which typically range from 3 to 40 years for buildings and improvements, 31 to 10 years for manufacturing machinery and equipment, and 3 to 7 years for computer equipment and software,software. Motor vehicles and furniture and fixtures. Motor vehiclesfixtures are typically depreciated over a range of 2 to 65 years. Leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred.


The Company reports depreciation of property, plant and equipment in cost of revenue and selling, general and administrative expenses based on the nature of the underlying assets. Depreciation primarily related to equipment used in the production of inventory is recorded in cost of revenue.revenues. Depreciation related to selling and administrative functions is reported in selling, general and administrative expenses.


See Note 7,9, Property, Plant and Equipment for additional information.


Research and Development
 
Research and development expenditures, including certain engineering costs, are expensed when incurred and are included in selling, general and administrative expenses. Our researchResearch and development expenditures for the years ended December 31, 2018, 20172021, 2020, and 20162019 were $8.8$7.6 million, $5.5$8.4 million, and $5.9$7.6 million, respectively.


Sale of Receivables

The Company has an active receivables purchasing agreement with a bank whereby the Company can sell selected account receivables and receive between 90% to 100% of the purchase price upfront, net of applicable discount fee, and the residual amount as the receivables are collected.

During 2021, the Company sold a total of $38.1 million in receivables under the program, receiving $38.0 million in cash of which $0.8 million related to prior year. The outstanding purchase price component of $0.9 million was recorded in prepaid expenses and other current assets on the consolidated balance sheet at December 31, 2021. During 2020, the Company sold a total of $58.9 million in receivables under the program, receiving $58.0 million in cash. The outstanding purchase price component of $0.9 million was recorded in prepaid expenses and other current assets on the consolidated balance sheet at December 31, 2020.

New Accounting Standards


Adopted


On January 1, 2018, we adoptedIn March 2020, the FinancialFASB issued Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2017-01, Business Combinations2020-04, Reference Rate Reform (Topic 805)848): Clarifying the Definition of a Business. ASU 2017-01 provides further clarificationFacilitation of the definitionEffects of a business withReference Rate Reform on Financial Reporting. This guidance contains optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other areas or transactions that are impacted by reference rate reform (i.e., by the objectivetransition of LIBOR and other interbank offered rates to assist entities with evaluating whether transactions shouldalternative reference interest rates). The new standard was effective upon issuance and generally can be accounted forapplied to applicable contract modifications through December 31, 2022. The Company adopted the standard as acquisitions (or disposals) of assets versus businesses. The amendments in ASU 2017-01 provide criteriaJanuary 1, 2021, and intends to determineapply the provisions of this standard to contract modifications if and when a set of assets and activities is not a business. ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017.applicable. The adoption of ASU 2017-01 has not had a material impact on our condensed consolidated financial statements.

On January 1, 2018, we adopted the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The amendments in this ASU also clarify that no new measurement date will be required if an award is not probable of vesting at the time a change is made and there is no change to the fair value, vesting conditions, and classification. The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The adoption of ASU 2017-09 has not had a material impact on our condensed consolidated financial statements.

On January 1, 2018, we adopted the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), which requires that statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this update do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-18 has not had a material impact on our condensed consolidated financial statements.

On January 1, 2018, we adopted the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715), which improves the consistency, transparency, and usefulness of the service cost and net benefit cost financial information components. The amendments in this ASU amend presentation requirements of service cost and other components of net benefit cost in the income statement. In addition, the ASU allows only the service cost component of net benefit cost to be eligible for capitalization. The amendments in this ASU are effective for public business entities for annual periods beginning

58




after December 15, 2017, including interim periods within those annual periods. The amendments in this ASU are applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. We have elected to use the practical expedient that permits us to use the amounts disclosed in our pension and other post-retirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. For prospective and retroactive reclassification, service costs are recorded within the selling, general, and administrative caption of our consolidated income statement, while the other components of net benefit cost are recorded in the other expense (income), net caption of our consolidated income statement. The adoption of ASU 2017-17standard did not have a material impact on our prior period condensedthe Company’s consolidated financial statements, however, the impact of this adoption was material in the fiscal year ended December 31, 2018 given the benefit plans acquired in connection with the acquisition of the fluid handling business from Colfax Corporation. Refer to Note 14, Retirement Plans, for detail of 2018 service costs and other components of net benefit costs.statements.


On January 1, 2018, we2020, the Company adopted FASB ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. The Company adopted the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. This ASU addresses eight specific cash flow issues with the objective of enhancing consistency in presentation and classification. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 has not hadstandard using a material impact on our condensed consolidated financial statements.

On April 1, 2018, we adopted the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships to better portray economic results of the entity's risk management activities. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of ASU 2017-12 has not had a material impact on our condensed consolidated financial statements.
On January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“ASC 606” or the “new revenue standard”) using the modified retrospective transition approach. The new revenue standard provides forapproach through a single comprehensive modelcumulative-effect adjustment to use in accounting for revenue arising from contracts with customers and replaces most existing revenue recognition guidance in GAAP. Weretained earnings. It recognized the cumulative effect of adopting the new revenuecredit loss standard as an adjustment to the opening balance of retained earnings as of January 1, 2018.2020. The comparative periods presented have not been restated and continue to be reported under the accounting standards in effect for those periods.

The Company recognizes revenue to depict the transfer of control to the Company’s customers in an amount reflecting the consideration the Company expects to be entitled to in exchange for performance obligations. In order to apply this revenue recognition principle, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when, or as, a performance obligation is satisfied. See Note 3, Revenue Recognition for further information.


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The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of the new revenue standard were as follows (in thousands):
 
As of
December 31, 2017
 ASC 606 Adjustments 
As of
January 1, 2018
Assets     
Contract assets (1)15,019
 (2,995) 12,024
Inventories244,896
 540
 245,436
Deferred income taxes22,334
 1,123
 23,457
      
Liabilities     
Contract liabilities (2)(36,113) (1,517) (37,630)
Deferred income taxes(26,122) 92
 (26,030)
      
Equity     
Retained earnings(274,243) 2,757
 (271,486)
      
(1) Recorded within prepaid expenses and other current assets. Debit balances are presented as a positive and credit balances are presented as a negative herein.
(2) Recorded within accrued expenses and other current liabilities. Debit balances are presented as a positive and credit balances are presented as a negative herein.

The net impact on retained earnings under the new revenue standard is the result of offsetting amounts attributed to contracts that converted from point in time to over time recognition of $2.5 million and contracts that converted from over time to point in time recognition of $5.3 million.

For contracts that were modified before the effective date, we reflected the aggregate effect of all modifications when identifying performance obligations and allocating transaction price in accordance with the practical expedient method under the new revenue standard, which did not have a material effectimpact on the adjustment to retained earnings.Company's consolidated financial statements.


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The tables below illustrate the differences in our condensed consolidated statement of (loss) income and balance sheet due to the change in revenue recognition standard (in thousands):
 For the twelve months ended December 31, 2018
 As Reported Balances Without Adoption of ASC 606 Effective Change
      
Net revenues1,175,825
 1,118,765
 57,060
Cost of revenues834,175
 797,612
 36,563
Benefit from income taxes3,290
 (1,353) 4,643
Net (Loss) Income(39,384) (55,239) 15,855
      
      
 As of December 31, 2018
 
As
Reported
 Balances Without Adoption of ASC 606 Effective Change
Assets     
Contract assets (1)61,618
 11,966
 49,652
Inventories217,378
 264,694
 (47,316)
Deferred income taxes28,462
 32,800
 (4,338)
      
Liabilities     
Contract liabilities (2) (3)49,725
 69,286
 (19,561)
Deferred income taxes33,932
 33,627
 305
Retained earnings232,102
 214,848
 17,254
      
(1) Recorded within prepaid expenses and other current assets.
(2) Recorded within accrued expenses and other current liabilities.
(3) Contract Liabilities balance includes $1.4M associated with Reliability Services ("RS") which is classified within Liabilities Held for Sale on the Balance Sheet. Refer to Note 19 for additional information.

For the twelve months ended December 31, 2018, we realized changes to our net (loss) income and in the working capital accounts as described above, with no impact on our net cash flows from operating activities.

For the twelve months ended December 31, 2018, the only impact to comprehensive income as a result of the changes between the balances with ASC 606 and without ASC 606 related to the adjustments to net (loss) income shown in the table above.

Not yet Adopted


In March 2016,December 2019, the FASB issued ASU 2016-02, Leases. ASU 2016-02 outlines a modelNo. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for lessees by recognizing all lease-related assets and liabilities onIncome Taxes, as part of its initiative to reduce complexity in the balance sheet.accounting standards. The amendments in this ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and
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simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years.2020. Early applicationadoption is permitted, for all entities.including adoption in any interim period. The Company early adopted this amendment as of June 28, 2020. The adoption of the standard did not have a material impact to the Company’s consolidated financial position and results of operations as well as related income tax disclosures.

On January 1, 2019, the Company adopted ASU 2016-02, requires aLeases, and all related amendments ("ASC Topic 842"), under the modified retrospective approach for all leases existing at, or entered into after,approach. The Company elected the datepackage of initial application, with an option to elect to use certain transition relief.

We established a cross-functional implementation team including representatives from operations, legal, and finance. We identified potential changes to our business processes and controls to support recognition and disclosurepractical expedients permitted under the new standard. We made progress toward completing our evaluationtransition guidance within the standard, which among other things, allowed the carry forward of historical lease classifications.


(4)    Discontinued Operations and Assets Held for Sale

Discontinued Operations

During the potential changes from adoptingthird quarter of 2019, the new standardCompany instituted a strategic shift to exit the upstream oil and gas valves market to focus on our financial reporting and disclosures. Activities performedmore attractive end markets. In line with that shift, during the third quarter included collectingof 2019 the Company sold its EV business and reviewing our lease agreementsclassified its DV business as held for sale. These businesses were previously part of the Energy segment.

In accordance with ASC Topic 205-20, Presentation of Financial Statements - Discontinued Operations, the Company determined that the EV and training our finance professionalsDV businesses represented a strategic shift that has or will have a major effect on the new standard. We continueCompany's operations and financial results. As a result, these businesses met the conditions for discontinued operations and are recorded as such in the consolidated financial statements. The Company reports financial results for discontinued operations separately from continuing operations in order to gather and analyze our lease agreementsdistinguish the financial impact of the disposal transactions from ongoing operations.


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Upon classifying the DV business as held for sale, the Company was required to determine proper classification and accounting treatment,measure the disposal group at the lower of its carrying value or fair value less expected costs to sell. The Company calculated fair value of the DV business using an income approach based on the present value of projected future cash flows. This approach incorporates several key assumptions which include the rate of revenue growth including the rate of growth used in the terminal year value, the projected operating margin, as well as working with financethe discount rate based on a weighted average cost of capital. Through this process, the Company determined that the carrying value exceeded fair value and legal advisors on specific interpretative issues.recognized a goodwill impairment of $6.9 million and an intangible asset impairment of $1.0 million. At December 31, 2019, the Company recognized a valuation allowance of $39.8 million, to adjust the carrying value of the disposal group to its fair value less expected costs to sell.

During the fourthsecond quarter we continued our previous implementation activities, while also focusingof 2020, the Company completed the sale of its DV business to MS Valves GmbH for negative $8.3 million and a working capital adjustment of negative $2.0 million at the time of closing. The transaction is subject to an earnout of 50% of net profit (only if positive) from closing through December 31, 2022. The Company had agreed to provide certain transition services for six to twelve months, depending on finalizing debt discount rates to be used under the new standard. We determined that ASU 2016-02 will have a material impact on our consolidated balance sheets, due tonature of the recognitionservices. As part of an additional right-of-use assetstransaction the Company retained certain supplier and lease liabilities and responsibility for operating leases. We currently estimate thatshutting down DV’s Mexico manufacturing facility. The Company recognized a loss of $21.6 million in 2020 from the sale of DV, including costs to sell and working capital adjustments.

During 2021, the Company continued to settle certain retained liabilities related to the sale of its DV business. During the third quarter of 2021, the Company recognized a gain of $2.7 million related to an extinguished liability for the lease liabilitiessettlement of the Mexico manufacturing facility.


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The following table presents the summarized components of income (loss) from discontinued operations, for the EV and right-of-use assetsDV businesses for the years ended December 31, 2021, 2020, and 2019 (in thousands):
As Restated
Year EndedYear EndedYear Ended
December 31, 2021December 31, 2020December 31, 2019
Net revenues$— $10,055 $79,351 
Cost of revenues— 26,399 104,217 
Gross (loss)— (16,344)(24,866)
Selling, general and administrative expenses(84)9,074 14,190 
Special and restructuring charges, net (1)17 17,831 85,603 
Operating income (loss)67 (43,249)(124,659)
Other (income) expense:
Interest (income), net— (14)(8)
Other (income) expense, net(1,581)614 (378)
Total other (income) expense, net(1,581)600 (386)
Income (loss) from discontinued operations, pre tax1,648 (43,849)(124,273)
(Benefit from) provision for income taxes242 (8,709)(16,821)
Income (loss) from discontinued operations, net of tax$1,406 $(35,140)$(107,452)
(1) The year ended December 31, 2020, includes a loss on the sale of the DV business of $21.6 million. The year ended December 31, 2019, includes a valuation allowance of $39.8 million for the DV business, loss on sale of the EV business of $37.9 million, and goodwill and intangible asset impairments related to the DV business of $7.9 million.

Assets Held for Sale

In addition to its businesses classified as discontinued operations, the Company has other disposal groups that meet the requirements of ASC 360-10 to be greater than $20M at January 1, 2019,classified as held for sale in its consolidated balance sheets.

In December 2020, the dateCompany determined that its Cryogenic Valves business (“Cryo”) which is part of initial application.the Industrial segment constituted a disposal group that satisfied the held for sale classification criteria. In accordance with ASC 360-10, prior period results have not been restated to reflect the Cryo business as held for sale.


The following table presents the balance sheet information for assets of the Cryo business held for sale as of December 31, 2020 (in thousands):
(3)
Held for Sale
Inventories$2,963 
Prepaid expenses and other current assets48 
Property, plant, and equipment, net162 
Goodwill1,900 
Classified as current (1)5,073 
Total assets held for sale$5,073 
(1) The Company classifies all assets held for sale as current on the consolidated balance sheet because it is probable that these assets will be sold within one year.



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(5)    Revenue Recognition


OurThe Company’s revenue is derived from a variety of contracts. A significant portion of our revenues are from contracts associated with the design, development, manufacture or modification of highly engineered, complex and severe environment products with customers who are either in or service the energy, aerospace, defense and industrial markets. Our contractsContracts within the defense markets are primarily with U.S. military customers. OurThese contracts with the U.S. military customers typically are subject to the Federal Acquisition Regulations (FAR)(“FAR”). We accountThe Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Contract modifications for goods or services that are not distinct from the existing contract are accounted for as if they were part of that existing contract. In these cases, the effect of the contract modification on the transaction price and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis, except when such modifications relate to a performance obligation which is a series of substantially the same distinct goods or services.  If the modification relates to a performance obligation for a series of substantially the same distinct goods or services, the modifications are treated prospectively. Contract modifications for goods or services that are considered distinct from the existing contract are accounted for as separate contracts.


Performance Obligations.Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606.account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred to the customer. Consistent with historical practice, we excludethe Company excludes from the transaction price amounts collected on behalf of third parties (e.g. taxes). Our performancePerformance obligations are typically satisfied at a point in time upon delivery and shipping and handling costs are treated as fulfillment costs. To determine the proper revenue recognition method for contracts for highly engineered, complex and severe environment products, with right of payment, which meet over-time revenue recognition criteria, we evaluatethe Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. In certain instances, we accounted for contracts using the portfolio approach when the effect of accounting for a group of contracts or group of performance obligations would not differ materially from considering each contract or performance obligation separately. This determination requires the use of estimates and assumptions that reflect the size and composition of the portfolio. For most of ourthe Company’s over-time revenue recognition contracts, the customer contracts with usthe Company to provide custom products which serve a single project or capability (even if that single project results in the delivery of multiple products) with enforceable right ofto payment. In circumstances where each distinct product in the contract transfers to the customer over time and the same method would be used to measure the entity’s progress toward complete satisfaction of the performance obligation to transfer each unit to the customer, we wouldthe Company then applyapplies the series guidance to account for the multiple products as a single performance obligation. Hence,In certain instances, the entire contract is accounted for as one performance obligation. An example of these performance obligations include refinery valves or actuation components and sub-systems. Less commonly, however, weCompany may promise to provide distinct goods or services within the over-time revenue recognition contract, in which case we separatethe Company separates the contract into more than one performance obligation. For all contracts with multiple performance obligations, we allocatethe Company allocates the contract’s transaction price to each performance obligation using our best estimate of theestimated standalone selling price of each distinct good or service in the contract. Generally,contract when not directly observable. If at the contractually stated price isinception of the primary method used to estimate standalone selling price ascontract the period between the transfer of control of the good or service to the customer and when the customer pays for that good or service is sold separatelyless than a year the Company applies the practical expedient for significant financing component. Certain long-term contracts result in similar circumstancescontract assets for unbilled receivables or contract liabilities for customer advances or deposits. Such unbilled receivables or customer advances and to similar customers for a similar price and discountsdeposits are allocated proportionally to each performance obligation. The Company will not adjust the promised amount of consideration for the effects ofconsidered a significant financing component as we expect, at contract inception, that the period between when the transfer of control to our customers and whenbecause they are protective in nature for the customer fully paysor the Company.

Certain of the Company’s contracts give rise to variable consideration, including penalties.The Company includes in its contract estimates a reduction to revenue for customer agreements, primarily in the relatedlarge projects businesses, which contain late shipment penalty clauses whereby the Company is contractually obligated to pay consideration to customers if the Company does not meet specified shipment dates. Variable consideration is estimated using the most likely amount method or the expected value method depending on nature of the variability, and the method elected is consistently applied among performance obligations will be less than a year.with similar uncertainties.



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The majority of ourFor revenue that is recognized over-time is related to our Refinery Valves business within our Energy segmentfrom products and certain other businesses that sell customized productsservices transferred to customers that serveover-time, the U.S. Department of Defense within our Aerospace & Defense segment and have contract provisions guaranteeing us costs and profit upon customer cancellation. Revenue is recognized over-time usingCompany uses an input measure (e.g., costs incurred to date relative to total estimated costs at completion, known as the “cost-to-cost” method) to measure progress. We generally useThe Company uses the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the customer which occurs as we incurit incurs costs on ourits contracts. Under the cost-to-cost measure of progress, revenues are recordedrevenue is recognized proportionally as costs are incurred. Contract costs include labor, materials and subcontractors’ costs, other direct costs and an allocation of overhead, as appropriate.

On December 31, 2018 , we had $526.9 million of revenue related to remaining performance obligations. We expect to recognize approximately 85 percent of our remaining performance obligations as revenue during 2019 and 15 percent in 2020 and thereafter.

Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Contract assets include unbilled amounts typically resulting from over-time contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Generally, payment terms are based on shipment and billing occurs subsequent to revenue recognition, resulting in contract assets for over-time revenue recognition products. However, we sometimes receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities. Contract liabilities are generally classified as current. These assets and liabilities are reported net on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. Consistent with historical practice, we elected to expense the incremental costs of obtaining a contract when the amortization period for such contracts would have been one year or less.

In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liabilities balances outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, we assume all revenue recognized in the reporting period first applies to the beginning contract liabilities as opposed to a portion applying to the new advances for the period.

The opening and closing balances of the Company’s contract assets and contract liabilities balances as of January 1, 2018 and December 31, 2018, respectively, are as follows (in thousands):
  December 31, 2018 January 1, 2018Increase/(Decrease)
Trade accounts receivables, net 183,552
 223,922
(40,370)
Contract assets (1) 61,618
 12,024
49,594
Contract liabilities (2) 49,725
 37,630
12,095
      
(1) Recorded within prepaid expenses and other current assets.
(2) Recorded within accrued expenses and other current liabilities

The difference in the opening and closing balances of the contract assets and contract liabilities primarily result from the timing difference between the Company’s performance and the customer’s payment.

Trade account receivables, net decreased $40.4 million, or 18%, to $183.6 million as of December 31, 2018, primarily driven by cash collections during the twelve months ended December 31, 2018.

Contract assets increased $49.6 million, or 412%, to 61.6 million as of December 31, 2018, primarily related to unbilled revenue recognized during the twelve months ended December 31, 2018 within our Engineered Valves business (+122%), Refinery Valves business (+96%), Fluid Control business (+29%), North American Valves business (+26%), and U.S. Defense business (+19%).

Contract liabilities increased $12.1 million, or 32%, to $49.7 million as of December 31, 2018, primarily driven by revenue recognized over time during the twelve months ended December 31, 2018 within our U.S. Defense Business (+19%), Fluid Control business (+9%), and Refinery Valves business (+8%).

Contract Estimates. Accounting for over-time contracts requires reliable estimates in order to estimate total contract revenue and costs.For these contracts, we have a Company-wide standard and disciplined quarterly Estimate at Completion

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("EAC") process in which management reviews the progress and execution of ourthe Company's performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes inobligations at least quarterly. Management estimates of revenues and costs. The risks and opportunities include management's judgment about the ability and cost to achieve the delivery schedule (e.g., the timing of shipments), technical requirements (e.g., a highly engineered product requiring sub-contractors) and other contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation (e.g. to estimate increases in wages and prices for materials and related support cost allocations), execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables. Based on all of these factors, we estimate the profit on a contract as the difference between the total estimated revenue and EACestimate at completion (“EAC”) costs and recognizerecognizes the resultant profit over the life of the contract, using the cost-to-cost EAC input method to measure progress.

The natureprogress toward complete satisfaction of our contracts gives rise to several types of variable consideration, including penalties. We include in our contract estimates a reduction to revenue for customer agreements, primarily in our large projects business, which contain late shipment penalty clauses whereby we are contractually obligated to pay consideration to our customers if we do not meet specified shipment dates. We generally estimate the variable consideration at the most likely amount to which the customer expects to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. The variable consideration for estimated penalties is based on several factors including historical customer settlement experience, contractual penalty percentages, and facts surrounding the late shipment. Accruals related to these potential late shipment penalties as of December 31, 2018 and 2017 were $3.5 million and $2.4 million, respectively.

performance obligation.A change in one or more of these estimates could affect the profitability of ourthe related contracts. We review and update our contract-related estimates regularly. We recognizeManagement recognizes adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating expensescost of revenues or revenue. There were no significant changes
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On December 31, 2021, the Company had $212.8 million of transaction price related to remaining performance obligations. It expects to recognize approximately 71% of our remaining performance obligations as revenue during 2022, 26% in estimates2023, and 3% thereafter.

Contract Balances

Revenue on over time contracts is recognized as the Company, in accordance with the terms of the applicable contract, transfers control in the three monthsunderlying products or services to the customer, which occurs as it incurs costs on its contracts under the cost-to-cost measure of progress. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated balance sheet. Contract assets include unbilled amounts typically resulting from over-time contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Expected credit losses are considered and allowances recorded where applicable, which result in the net amount expected to be collected. Generally, payment terms are based on milestones or shipment and billing occurs subsequent to revenue recognition, resulting in contract assets for over-time revenue recognition products. However, the Company sometimes receives advances or deposits from its customers, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported net on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period. The incremental costs of obtaining a contract are expensed when the amortization period for such contracts would have been one year or less.

In order to determine revenue recognized in the period from contract liabilities, the Company first allocates revenue to the individual contract liabilities balances outstanding at the beginning of the period until the revenue exceeds that balance. If additional advances are received on those contracts in subsequent periods, it assumes all revenue recognized in the reporting period first applies to the beginning contract liabilities as opposed to a portion applying to the new advances for the period. Revenue recognized during the years ended December 31, 2018.2021 and 2020, that was included in contract liabilities as of the beginning of each year amounted to 24.5 million and 22.4 million, respectively.


The Company’s contract assets and contract liabilities as of December 31, 2021 and 2020 are as follows (in thousands):
As Restated
December 31, 2021December 31, 2020Increase/(Decrease)
Contract assets:
Recorded within prepaid expenses and other current assets$87,527 $65,271 $22,256 
Recorded within other non-current assets6,336 10,824 (4,488)
Total$93,863 $76,095 $17,768 
Contract liabilities:
Recorded within accrued expenses and other current liabilities$26,870 $24,857 $2,013 
Recorded within other non-current liabilities4,847 9,412 (4,565)
Total$31,717 $34,269 $(2,552)

Contract assets increased by $17.8 million during the year ended December 31, 2021, primarily due to unbilled revenue recognized during the period for over-time revenue contracts within the Defense, Refinery Valves, Commercial and Other businesses partially offset by allowances against contract assets.

Contract liabilities decreased by $2.6 million during the year ended December 31, 2021, primarily due to recognition of revenue against customer advances within the Defense business in excess of advances received in the current year partially offset by receipt of customer advances in the Refinery Valves business in excess of recognition of revenue against customer advances in the current year.

Disaggregation of Revenue. Revenue

The Company determined that disaggregating revenue into the categories shown in the table below meets the disclosure objective in ASC 606 which is to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

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The following tables presents ourpresent the revenue disaggregated by major product line and geographical market (in millions):
  December 31, 2018
 Twelve Months Ended
Energy Segment 
 Oil & Gas - Upstream, Midstream & Other$230.1
 Oil & Gas - Downstream221.1
 Total451.2
Aerospace & Defense Segment 
 Commercial Aerospace & Other105.9
 Defense131.1
 Total237.0
Industrial Segment 
 Valves117.5
 Pumps370.1
 Total487.6
Net Revenue$1,175.8



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  December 31, 2018
 Twelve Months Ended
   
Energy Segment 
 EMEA$115.0
 North America271.0
 Other65.3
 Total451.3
   
Aerospace & Defense Segment 
 EMEA$65.6
 North America149.0
 Other22.4
 Total237.0
Industrial Segment 
 EMEA$238.2
 North America151.0
 Other98.3
 Total487.5
   
Net Revenue$1,175.8

(4)    Business Acquisitions

Fluid Handling

On September 24, 2017, CIRCOR entered into a Purchase Agreement (the “Purchase Agreement”) with Colfax Corporation (“Colfax”). Pursuant to the Purchase Agreement, on December 11, 2017, the Company acquired the fluid handling business of Colfax ("FH") for consideration consisting of $542.0 million in cash, 3,283,424 unregistered shares of the Company's common stock, with a fair value of approximately $140.0 million at closing, and the assumption of net pension and post-retirement liabilities of FH. The Company financed the cash consideration through a combination of committed debt financing and cash on hand. During the second quarter of 2018, the shares were registered and sold with all proceeds going to Colfax.

FH is a leader in the engineering, development‚ manufacturing‚ distribution‚ service and support of fluid handling systems. With a history dating back to 1860‚ FH is a leading supplier of screw pumps for high demand, severe service applications across a range of markets including general industry, commercial marine, defense, and oil & gas. FH leverages differentiated technology, and provides critical aftermarket customer support, to maintain leading positions in high demand niche markets.

Effective January 1, 2018, the operating results of FH have been split between each of our operating segments, Energy, Aerospace & Defense, and Industrial based upon the end markets of the sub-businesses within FH.

The purchase price allocation is based upon a valuation of assets and liabilities that was prepared with assistance from a third party valuation specialist. The purchase accounting was finalized in the fourth quarter of 2018.

During 2018, the Company paid Colfax approximately $2.6 million pursuant to a transition services agreement which facilitated the orderly separation of the Fluid Handling business from Colfax.  Colfax was a significant shareholder of the Company during the first six months of 2018.


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The following table summarizes the preliminary fair value of the assets acquired and the liabilities assumed, as of December 31, 2017 and the final valuation as of December 31, 2018:
(in thousands)December 31, 2017 December 31, 2018
 Twelve Months EndedMeasurement Period AdjustmentTwelve Months Ended
    
Cash and cash equivalents (a)$63,403
$
$63,403
Restricted cash (a)1,911

1,911
Accounts receivable77,970
(2,128)75,842
Inventory79,329
(402)78,927
Prepaid expenses and other current assets16,937
(1,348)15,589
Property, plant and equipment115,891
5,033
120,924
Identifiable intangible assets388,000
(3,000)385,000
Other assets338
586
924
Accounts payable(46,045)20
(46,025)
Cash payable to seller (a)(65,314)
(65,314)
Accrued and other expenses(63,115)(9,273)(72,388)
Long-term post-retirement liabilities(143,067)2,600
(140,467)
Other long-term liabilities(11,215)
(11,215)
Deferred tax liabilities(4,479)(10,366)(14,845)
Total identifiable net assets$410,544
$(18,278)$392,266
Goodwill293,344
8,195
301,539
Total purchase price$703,888
$(10,083)$693,805
    
Consideration   
Base purchase price542,000

542,000
Net working capital and other purchase accounting adjustments18,121
(6,300)11,821
Common Stock143,767
(3,783)139,984
Total$703,888
$(10,083)$693,805
    
(a) Cash acquired and returned to seller by the second quarter of 2018, net of fx impact of $2.3 million and cash withheld to pay Colfax obligations to foreign taxing authorities of $1.8 million.

As illustrated in the table above, during the measurement period we identified certain uncollectible account receivable balances, unsubstantiated prepaid and other assets, certain existence or valuation adjustments to inventory amounts, revised valuation of property, plant, and equipment from our third party specialists, revised valuation of intangibles from our third party specialists, and accrual adjustments primarily relating to a loss contract for which we needed to establish a liability in purchase accounting. Additionally, we settled customary working capital adjustments ($11.8 million) with Colfax.

The excess of purchase price paid over the fair value of FH's net assets was recorded to goodwill, which is primarily attributable to projected future profitable growth, market penetration, as well as an expanded customer base for the acquired businesses. As of December 31, 2018, approximately 65.5% of goodwill is projected to be deductible for income tax purposes.


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The FH acquisition resulted in the preliminary identification of the following identifiable intangible assets (in thousands):
Year EndedAs RestatedAs Restated
Revenue by Major Product LineDecember 31, 2021December 31, 2020December 31, 2019
Industrial Segment
Valves$185,044 $199,715 $347,633 
Pumps321,082 299,494 337,004 
Total$506,126 $499,209 $684,637 
Aerospace & Defense Segment
Commercial Aerospace & Other$92,059 $90,835 $124,023 
Defense160,482 175,175 148,602 
Total252,541 266,010 272,625 
Net Revenue$758,667 $765,219 $957,262 

Year EndedAs RestatedAs Restated
Revenue by Geographical MarketDecember 31, 2021December 31, 2020December 31, 2019
Industrial Segment
EMEA$230,176 $217,853 $285,936 
North America146,307 170,301 265,973 
Other129,643 111,055 132,728 
Total$506,126 $499,209 $684,637 
Aerospace & Defense Segment
EMEA$59,242 $61,726 $74,657 
North America179,589 188,817 172,676 
Other13,710 15,467 25,292 
Total$252,541 $266,010 $272,625 
Net Revenue$758,667 765,219 957,262 


(6)    Special and Restructuring Charges (Recoveries), net


Original EstimateMeasurement Period AdjustmentFair Value Weighted average amortization period (in years)
Customer relationships$215,000
$
$215,000
 19
Acquired technologies107,000
6,000
113,000
 20
Trade names44,000
(3,000)41,000
 Indefinite-life
Backlog22,000
(6,000)16,000
 4
Total intangible assets$388,000
$(3,000)$385,000
  


Special and Restructuring Charges (Recoveries), net
During the measurement period, with the help of third party specialists, we adjusted the fair value of the acquired FH intangibles based upon better information regarding discount rates, royalty rates, and more detailed business unit forecasts that was determinable at the time of acquisition. The revised fair value of acquired FH intangibles have been recorded against our FH opening balance sheet during 2018.

The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate. These approaches included the relief-from-royalty method and multi-period excess earnings method, depending on the intangible asset being valued. Customer relationships, backlog, and existing technology are amortized on a cash flow basis which reflects the economic benefit consumed. The trade name was assigned an indefinite life based on the Company’s intention to keep the trade names for an indefinite period of time. Refer to Note 8, Goodwill and Intangibles, net for future expected amortization to be recorded.

The results of operations of FH have been included in our consolidated financial statements beginning on the acquisition date and reported within the Fluid Handling segment, with the exception of the U.S. Defense business which is reported in the Aerospace & Defense segment and Reliability Services business which is reported in the Energy segment. The consolidated results for the year ended December 31, 2018 include $484.8 million of net revenue and $6.1 million operating loss. The results for the year ended December 31, 2017 include $36.5 million of net revenue and a $1.1 million operating loss.

The following unaudited pro forma information presents the combined results of operations as if the acquisition had been completed on January 1, 2016, the beginning of the comparable prior annual reporting period. The unaudited pro forma results include: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) interest expense on borrowings in connection with the acquisition; (iii) the associated tax impact on these unaudited pro forma adjustments; and the transaction costs presented in the earliest period (2016).

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands):
(Unaudited)Year ended December 31, Year ended December 31,
 2017 2016
Net Revenues$1,098,978
 $1,052,277
Net Income$(6,475) $(51,288)

CFS Acquisition

On October 12, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Downstream Holding, LLC, a Delaware limited liability company which does business as Critical Flow Solutions (“Downstream” or “CFS”), Downstream Acquisition LLC, a Delaware limited liability company and subsidiary of the Company, and Sun Downstream, LP, a Delaware limited partnership, to acquire all of the outstanding units of Downstream.

The consideration payable by the Company pursuant to the terms of the Merger Agreement was $195.0 million, subject to (i) up to an additional $15.0 million payable pursuant to an earn-out relating to achievement of a specified order bookings target by the acquired business in the twelve month period ending September 30, 2017, (ii) increase or decrease based on deviation, subject to certain limitations, from a working capital target, (iii) decrease for indebtedness and certain transaction expenses of

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CFS, (iv) increase for the amount of CFS cash as of the closing, and (v) a potential increase for certain transaction related tax benefits, net of certain adjustments, if and when realized by the Company. The total consideration paid at closing on October 13, 2016 was approximately $198.0 million in cash, net of cash acquired and including amounts paid at closing for estimated adjustments for CFS working capital, the repayment of CFS outstanding indebtedness and payment of certain transaction expenses. The Company funded the purchase price and payments at closing from borrowings under the Company’s existing credit agreement.

The estimated fair value of the earn-out, using the Monte Carlo simulation model, was $12.2 million as of the acquisition date and December 31, 2016. The Monte Carlo model calculates the probability of satisfying the target conditions stipulated in the earn-out. Based on actual performance through the earn-out period ending September 30, 2017, the specified order bookings target in the specified timeframe was not achieved, as project bookings shifted out to the future. Accordingly, the actual achievement resulted in an earn-out of zero as of October 1, 2017. The fair value of the earn-out decreased $12.2 million during the year ended December 31, 2017 and was recorded within Special and restructuring charges (recoveries), net as a gain.

The Company received $1.5 million as settlement for working capital adjustments during 2017. This reduction of purchase price was recorded as a reduction of goodwill.

The operating results of CFS have been included in our consolidated financial statements from the date of acquisition and reported within the Energy segment.

The purchase price allocation is based upon a valuation of assets and liabilities that was prepared with assistance from a third party valuation specialist. The assets and liabilities include the valuation of acquired intangible assets, certain operating liabilities, and the evaluation of deferred income taxes. The purchase accounting was finalized during the third quarter of 2017.

The following table summarizes the fair value of the assets acquired and the liabilities assumed, at the date of acquisition:
(in thousands) 
Cash and cash equivalents$6,603
Accounts receivable28,128
Unbilled receivable10,786
Inventory18,701
Prepaid and other current assets5,671
Property, plant and equipment21,214
Identifiable intangible assets101,600
Accounts payable(11,655)
Accrued and other expenses(8,866)
Deferred revenue(3,997)
Deferred income taxes(40,645)
Long term income tax payable(556)
Total identifiable net assets$126,984
Goodwill89,473
Total purchase price$216,457

The fair value of accounts receivable acquired approximates the contractual value of $28.1 million. The excess of purchase price paid over the fair value of CFS' net assets was recorded to goodwill, which is primarily attributable to projected future profitable growth, market penetration, as well as an expanded customer base for the Energy segment. Goodwill is not deductible for income tax purposes.


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The CFS acquisition resulted in the identification of the following identifiable intangible assets:


Intangible assets acquired (in thousands) Weighted average amortization period (in years)
Customer relationships$49,600
 14
Existing technologies25,800
 10
Trade names24,100
 Indefinite
Backlog2,100
 1
Total intangible assets$101,600
  

The fair value of the intangible assets was based on variations of the income approach, which estimates fair value based on the present value of cash flows that the assets are expected to generate. These approaches included the relief-from-royalty method, incremental cash flow method, multi-period excess earnings method and direct cash flow method, depending on the intangible asset being valued. Customer relationships, aftermarket backlog, and existing technology are amortized on a cash flow basis which reflects the economic benefit consumed. The trade name was assigned an indefinite life based on the Company’s intention to keep the DeltaValve and TapcoEnpro names for an indefinite period of time. Refer to Note 8, Goodwill and Other Intangible Assets, for future expected amortization to be recorded.

(5)    Special and Restructuring charges, net

Special and Restructuring Charges, net

Special and restructuring charges, net consist of restructuring costs (including costs to exit a product line or program) as well as certain special charges such as significant litigation settlements and other transactions (charges or recoveries) that are described below.below as well as gain or loss on sale of businesses not classified as discontinued operations. All items described below are recorded in Special and restructuring charges (recoveries), net on ourthe Company's consolidated statements of income.operations. Certain other special and restructuring charges such as inventory related items may be recorded in cost of revenues given the nature of the item.


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The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges (recoveries), net line item on the consolidated statements of incomeoperations for the periods endingyears ended December 31, 2018, 2017,2021, 2020, and 2016:2019:
Special and Restructuring Charges (Recoveries), net
Year Ended December 31,Year Ended December 31,As Restated
202120202019
Special charges (recoveries), net$20,038 $(39,248)$16,362 
Restructuring charges, net4,234 4,945 5,186 
Total special and restructuring charges (recoveries), net$24,272 $(34,303)$21,548 
 Special & Restructuring Charges, net
 For the year ended December 31,
 2018 2017 2016
Special charges, net$11,087
 $7,989
 $8,196
Restructuring charges, net12,752
 6,062
 8,975
Total special and restructuring charges, net$23,839
 $14,051
 $17,171


Special Charges (Recoveries), net


The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ended December 31, 2021:
Special Charges (Recoveries), net
Year Ended December 31, 2021
Aerospace & DefenseIndustrialCorporate

Total
Cryo divestiture gain$— $(1,947)$— $(1,947)
Heater & Control Valve divestiture charges— 3,459 407 3,866 
Debt refinancing charge— 8,693 8,693 
Incremental loss allowance— 7,943 — 7,943 
Other special charges, net39 1,105 339 $1,483 
Total special charges, net$39 $10,560 $9,439 $20,038 

Cryo divestiture: The Company recognized a net special recovery of $1.9 million from the sale of the Cryo business. The Company received cash proceeds of $7.2 million and recognized a pre-tax gain on sale of $1.9 million.

Heater & Control Valve divestiture: The Company recognized special charges of $3.9 millionfor the year ended December 31, 2021, related to the sale of the Heater and Control Valve businesses.

Debt refinancing charges: The Company incurred special charges of $8.7 million for the year ended December 31, 2021, related to the refinancing of the credit agreement.

Incremental loss allowance: The Company incurred special charges of $7.9 million for the year ended December 31, 2021, related to a contract assumed as part of the Fluid Handling acquisition. The charges relate to incremental loss allowance for a receivable, contract asset and sub-contractor claims.

Other special charges, net: The Company recognized special charges of $1.5 million for the year ended December 31, 2021. Included in the $1.1 million charge recognized within the Industrial segment was a contingency indemnification to the buyer of a previously divested business. The Company also recognized charges of $0.3 million in Corporate associated with streamlining operations and reducing costs.

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The table below (in thousands) outlines the special charges, net recorded for the year ended December 31, 2020:
Special Charges (Recoveries), net
for the year ended December 31, 2020
Aerospace & DefenseIndustrialCorporateTotal
Divestiture- related$— $(53,203)$46 $(53,157)
Professional fees to review and respond to an unsolicited tender offer to acquire the Company— — 6,937 6,937 
Amortization debt issuance costs— — 3,541 3,541 
Other cost savings initiatives19 371 3,041 3,431 
Total special charges (recoveries), net$19 $(52,832)$13,565 $(39,248)

Divestiture-related: The Company recovered net special recoveries of $53.2 million for the year ended December 31, 2020 due to the gain on sale of the I&S business in the Industrial segment.

Professional fees: The Company incurred special charges of $6.9 million for the year ended December 31, 2020, associated with milestones reached subsequent to its response to an unsolicited tender offer to acquire the Company in the prior year.

Amortization of debt issuance costs: During the first quarter of 2020, the Company amended its term loan agreement in place at that time. As part of this amendment, the Company accelerated amortization of $3.5 million in debt issuance costs.

The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018:2019:
Special Charges, net
As Restated
for the year ended December 31, 2019
Aerospace & DefenseIndustrialCorporate
Total
Divestiture- related$— $2,746 $1,881 $4,627 
Professional fees to review and respond to an unsolicited tender offer to acquire the Company— — 7,345 $7,345 
Other cost saving initiatives— 2,598 1,792 $4,390 
Total special charges, net$— $5,344 $11,018 $16,362 

 Special Charges, net
 For the year ended December 31, 2018
 Energy Aerospace & Defense Industrial Corporate 

Total
Brazil closure$921
 $
 $
 $
 $921
R.S. Divestiture related charges
 
 
 2,165
 2,165
Rosscor Divestiture related charges
 
 1,888
 
 1,888
Acquisition related charges
 
 
 6,113
 6,113
Total special charges, net$921
 $
 $1,888
 $8,278
 $11,087

Brazil Closure: On November 3, 2015, our Board of Directors approved the closure and exit of our Brazil manufacturing operations due to the economic realities in Brazil and the ongoing challenges with our only significant end customer, Petrobras.
CIRCOR Brazil reported substantial operating losses every year since it was acquired in 2011 while the underlying market

69




conditions and outlook deteriorated. In connection with the closure, we recorded $0.9 million of charges within the Energy segment during the twelve months ended December 31, 2018, respectively, which relates to lossesDivestiture-related: The Company incurred subsequent to our closure of manufacturing operations during the first quarter of 2016.

Reliability Services Divestiture: In January 2019, the Company announced the sale of its Reliability Services ("RS") business. In connection with the divestiture, we incurred $2.2 million of transaction costs that were accrued during the fourth quarter of 2018. Refer to Note 19, "Subsequent Event" for additional disclosure.

Rosscor Divestiture: On November 6, 2018, we announced the divestiture of our Rosscor B.V. and SES International B.V. subsidiaries (the “Delden Business”) for a nominal amount. The Delden Business was our Netherlands-based fluid handling skids and systems business, primarily for the Oil and Gas end market. We maintain a 19.9% interest in the Delden Business, which is not material to our financial statements, as well as the intellectual property rights to our two-screw pump product line. In addition, we entered into a supply agreement allowing us to continue to supply two-screw pumps on a contract-by-contract basis. The Delden Business was reported as part of the Industrial segment. During the fourth quarter of 2018 we recorded a $1.9 million loss on the Rosscor divestiture.

Acquisition related charges: On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $6.1 million during the twelve months ended December 31, 2018, related to internal costs and external professional fees to separate the FH business from Colfax and integrate the FH business into our legacy structure.

The table below (in thousands) outlines thenet special charges net recorded for the year ending December 31, 2017:
 Special Charges, net
 For the year ended December 31, 2017
 Energy Aerospace & Defense Corporate 

Total
Acquisition related charges54
 12
 12,995
 13,061
Brazil closure879
 
 
 879
Divestitures
 3,748
 101
 3,849
Contingent consideration revaluation(12,200) 
 
 (12,200)
California Legal Settlement
 2,400
 
 2,400
Total special charges, net$(11,267) $6,160
 $13,096
 $7,989

Acquisition related charges:
On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $13.0of $4.6 million of acquisition related professional fees and debt extinguishment fees during the twelve months ended December 31, 2017.
On October 12, 2016, we acquired CFS. In connection with our acquisition, we recorded $0.1 million of acquisition related professional fees during the twelve months ended December 31, 2017.

Brazil Closure: In connection with the closure, we recorded $0.9 million of charges within the Energy segment during the year ended December 31, 2017, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016.

Divestiture: On July 7, 2017, we divested our French non-core aerospace build-to-print business within our Advanced Flow Solutions segment as part of our simplification strategy. We considered this business as non-core because the products or services did not fit our strategy and the long-term profitable growth prospects were below our expectations. Divestiture of this non-core business enables us to focus resources on businesses where there is greater opportunity to achieve sales growth, higher margins, and market leadership. We measured the disposal group at its fair value less cost to sell, which was lower than its carrying value, and recorded a $3.8 million charge during the second quarter of 2017. Also, in connection with this disposition we recorded a $1.5 million of severance included as a restructuring charge.

Contingent Consideration Revaluation: The fair value of the earn-out decreased $12.2 million related to the CFS acquisition during the twelve months ended December 31, 2017. The change in fair value during the year ended December 31, 2017 was recorded as a recovery within the special and restructuring charges (recoveries) line on our condensed consolidated statement of income. The actual achievement of the earn-out was zero and the earn-out period expired on September 30, 2017.


70




California Legal Settlement: We recorded a special charge of $2.4 million during the fourth quarter of 2017 related to settlement of a wage and hour claim in our California Aerospace business. The claim was settled on February 21, 2018. Refer to Note 15, " Contingencies, Commitments and Guarantees" for additional disclosure.

The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2016:
 Special Charges, net
 For the year ended December 31, 2016
 Energy Aerospace & Defense Corporate 

Total
Acquisition related charges
 (161) 978
 817
Brazil closure2,920
 
 2
 2,922
Pension settlement
 
 4,457
 4,457
Total special charges, net$2,920
 $(161) $5,437
 $8,196

Acquisition related charges (recoveries) are described below:
On October 12, 2016, we acquired CFS. In connection with our acquisition, we recorded $1.0 million of acquisition related professional fees for the year ended December 31, 2016.2019, primarily attributed to a gain on the sale of the RS business (in the Industrial segment) and losses in the Industrial segment associated with the sale of its Spence and Nicholson product lines. Corporate costs include certain costs associated with these and other divestiture activity.
On April 15, 2015, we acquired Germany-based Schroedahl. In connection with our acquisition
Professional fees: The Company incurred special charges of Schroedahl, we recorded a $0.2$7.3 million acquisition related professional fees adjusted for the year ended December 31, 2016.

Brazil Closure: In connection2019, associated with the closure, we recorded $2.9 million of charges withinreview and response to an unsolicited tender offer to acquire the Energy segment during the twelve months ended December 31, 2016, which primarily related to employee termination costs and losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016.Company.


Pension Settlement: During the third quarter of 2016, management offered a lump sum cash payout option to terminated and vested pension plan participants. In connection with this action, the window for participants who opted to avail themselves of this program closed in the fourth quarter of 2016. During the fourth quarter of 2016, we incurred a settlement charge of $4.5 million recorded within the special and restructuring charges, net line item.
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Restructuring Charges, net


The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year endingyears ended December 31, 2018, 2017,2021, 2020, and 2016. A description2019.
Restructuring Charges, net
as of and for the year ended December 31, 2021
Aerospace & DefenseIndustrialCorporate

Total
Facility related expenses$181 $118 $— $299 
Employee related expenses1,126 2,438 371 3,935 
Total restructuring charges, net$1,307 $2,556 $371 $4,234 
Accrued restructuring charges as of December 31, 2020$1,512 
Total year to date charges, net (shown above)4,234 
Charges paid / settled, net(3,907)
Accrued restructuring charges as of December 31, 2021$1,839 

Included in cost of revenues on the restructuring actionsconsolidated statements of operations for the year ended December 31, 2021 is provided$0.6 million for inventory write downs related to the exit of businesses and consolidation of facilities in the section titled "Restructuring Programs Summary" below.Industrial segment.

 Restructuring Charges / (Recoveries)
 As of and for the year ended December 31, 2018
 Energy Aerospace & Defense Industrial 

Total
Facility related expenses$2,827
 $190
 $
 $3,017
  Employee related expenses7,738
 436
 1,561
 9,735
Total restructuring charges, net$10,565
 $626
 $1,561
 $12,752
        
Accrued restructuring charges as of December 31, 2017      $1,586
Total year to date charges, net (shown above)      12,752
Charges paid / settled, net      (13,356)
Accrued restructuring charges as of December 31, 2018      $982


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We expectThe Company expects to make payment or settle the majority of the restructuring charges accrued as of December 31, 20182021 during 2022.
Restructuring Charges, net
as of and for the year ended December 31, 2020
Aerospace & DefenseIndustrialCorporate

Total
Facility related expenses$18 $246 $$265 
Employee related expenses343 3,822 515 4,680 
Total restructuring charges, net$361 $4,068 $516 $4,945 
Accrued restructuring charges as of December 31, 2019$5,199 
Total year to date charges, net (shown above)4,945 
Charges paid / settled, net(8,632)
Accrued restructuring charges as of December 31, 2020$1,512 
The Company made payment or settled the majority of the restructuring charges accrued as of December 31, 2020 during 2021.

Restructuring Charges, net
as of and for the year ended December 31, 2019
Aerospace & DefenseIndustrialCorporate
Total
Facility related expenses$35 $(1,458)— $(1,423)
Employee related expenses560 6,049 — 6,609 
Total restructuring charges, net$595 $4,591 $— $5,186 
Accrued restructuring charges as of December 31, 2018$874 
Total year to date charges, net (shown above)5,186 
Charges paid / settled, net(861)
Accrued restructuring charges as of December 31, 2019$5,199 
The Company made payment or settled the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2019.2020.
127
 Restructuring Charges / (Recoveries)
 As of and for the year ended December 31, 2017
 Energy Aerospace & Defense  

Total
Facility related expenses$2,523
 $443
  $2,966
  Employee related expenses1,035
 2,062
  3,097
Total restructuring charges, net$3,558
 $2,505
  $6,063
       
Accrued restructuring charges as of December 31, 2016     $1,618
Total year to date charges, net (shown above)     6,063
Charges paid / settled, net     (6,095)
Accrued restructuring charges as of December 31, 2017    1,586
$1,586


 Restructuring Charges / (Recoveries)
 As of and for the year ended December 31, 2016
 Energy Aerospace & Defense Corporate 

Total
Facility related expenses$792
 $3,701
 $
 $4,493
Employee related expenses2,393
 2,089
 
 4,482
Total restructuring charges, net$3,185
 $5,790
 $
 $8,975
        
Accrued restructuring charges as of December 31, 2015      $663
Total year to date charges, net (shown above)      8,975
Charges paid / settled, net      (8,020)
Accrued restructuring charges as of December 31, 2016      $1,618

Restructuring Programs Summary

As specific restructuring programs are announced, the amounts associated with that particular action may be recorded in periods other than when announced to comply with the applicable accounting rules. For example, total cost associated with 2017 Actions (as discussed below) were recorded in 2017 and 2018. The amounts shown below reflect the total cost for that restructuring program.

During 2018, 2017, and 2016 we initiated certain restructuring activities, under which we continued to simplify our business ("2018 Actions", "2017 Actions", "2016 Actions", respectively). Under these restructurings, we reduced expenses, primarily through reductions in force and closing a number of smaller facilities. Charges associated with the 2018 Actions were recorded during 2018. Charges associated with the 2017 Actions and 2016 Actions were finalized in 2017.

 2018 Actions Restructuring Charges, net as of December 31, 2018
 Energy Aerospace & Defense Industrial Total
Facility related expenses - incurred to date$2,187
 $
 $
 $2,187
Employee related expenses - incurred to date7,631
 382
 1,536
 9,549
Total restructuring related special charges - incurred to date$9,818
 $382
 $1,536
 $11,736

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$1.0 million
(7) Leases

The Company leases certain office spaces, warehouses, vehicles and equipment under operating leases. Leases with an initial term of 12-months or less are not recorded on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

For lease agreements entered into after the adoption of ASC Topic 842, which was adopted on January 1, 2019, the Company combines lease and non-lease fixed components for real estate, vehicles and equipment leases. It does not combine lease and non-lease components for information technology leases. Variable lease costs are not included within the measurement of the 2018 actions haslease liability as they are entirely variable or the difference between the portion captured within the lease liability and the actual cost will be expensed as incurred. Variable costs are contractually obligated and relate primarily to common area maintenance and taxes, which are not yet been paid as of December 31, 2018. We expectmaterial to finalize the 2018 actions during the first quarter of 2019.financial statements.
 2017 Actions Restructuring Charges (Recoveries), net as of December 31, 2018
 Energy Aerospace & Defense Total
Facility related expenses - incurred to date$
 $366
 $366
Employee related expenses - incurred to date598
 1,892
 2,490
Total restructuring related special charges - incurred to date$598
 $2,258
 $2,856


The 2017 action was finalized during 2017. No remaining cash paymentsCompany elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward the historical lease classification, not reassess if existing contracts are or contain leases, and not reassess indirect costs for these actions.
 2016 Actions Restructuring Charges / (Recoveries), net as of December 31, 2018
 Energy Aerospace & Defense Total
Facility related expenses - incurred to date$708
 $94
 $802
Employee related expenses - incurred to date2,476
 1,181
 3,657
Total restructuring related special charges - incurred to date$3,184
 $1,275
 $4,459

In July 2015, we announcedexisting leases. It has elected not to recast the closure of onecomparable periods and rather used the effective adoption date of the two Corona, California manufacturing facilities ("California Restructuring"). Under this restructuring, we are reducing certain general, manufacturing and facility related expenses. Charges with this action were finalizedstandard as the date of initial application.

In determining the present value of lease payments, the Company uses the implicit borrowing rate in the fourth quarter of 2016. No remaining cash payments for these actions.

California Restructuring Charges, net as of December 31, 2017
Aerospace & Defense
Facility related expenses - incurred to date$3,700
Employee related expenses - incurred to date800
Total restructuring related special charges - incurred to date$4,500

Additional Restructuring Charges

lease, if available. In conjunction withcases where a lease does not provide an implicit borrowing rate, it uses the restructuring actions noted above, we incur certain costs, primarily related to inventory, that are recorded in cost of revenues instead of special and restructuring charges. These types of inventory restructuring costs typically relate toincremental borrowing rate based on available information at the discontinuance of a product line or manufacturing inefficiencies directly related to the restructuring action. Such restructuring-related amounts totaled $2.4 million, $0.0 million, and $2.8 million, for the years ending December 31, 2018, 2017 and 2016, respectively, and are described further below.

During the twelve months ended December 31, 2018, we recorded $2.4 million of inventory related restructuring charges within our Energy segment for restructuring actions with our Reliability Services, Engineered Valves, and Distributed Valves businesses.

During the first and fourth quarters of 2016, in connection with the restructuring of certain structural landing gear product lines, we recorded inventory related charges of less than $0.1 million, and $0.8 million respectively, within the Aerospace & Defense segment.

During the first and second quarters of 2016, we recorded restructuring related inventory of $1.9 million and $0.1 million respectively, associated with the closure of manufacturing operations and the exit of the gate, globe and check valves product line in Brazil.lease commencement date. As of December 31, 2017,2021, none of its existing leases provided an implicit borrowing rate. The Company gives consideration to its debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. Additionally, it performs an entity-level financial assessment along with risk assessment by country or jurisdiction in the determination of the incremental borrowing rate. It updates its financial and risk assessments periodically. The Company reassesses lease classification and / or remeasures the lease liability in the event of the following: changes in assessment of renewal, termination or purchase option based on triggering events within our control, change in amounts probable of being owed under a residual guarantee, or contingency resolution.

Certain leases include one or more options to renew or terminate a lease early. The exercise of these options is at the Company’s sole discretion. There are currently no inventory amounts remainrenewal periods included in any of the leases’ respective lease terms as they are not reasonably certain of being exercised. The Company does not have any material purchase options.

Certain of our lease agreements have rental payments that are adjusted periodically for inflation or that are based on ourusage. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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Supplemental balance sheet information related to our leases is as follows (in thousands):

As Restated
December 31, 2021December 31, 2020
AssetsOperatingFinanceOperatingFinance
Gross ROU Assets (1)$26,657 $5,461 $25,508 $4,991 
Less: Accumulated Amortization(9,605)(1,375)(7,312)(858)
Net ROU Assets$17,052 $4,086 $18,196 $4,133 
LiabilitiesOperatingFinanceOperatingFinance
Current (2)$3,682 $867 $3,995 $735 
Non-current (3)14,471 3,243 19,405 3,434 
Total Lease Liabilities$18,153 $4,110 $23,400 $4,169 
(1) Operating and finance ROU assets are included within other assets on the consolidated balance sheets.
(2) The current portion of operating and finance lease liabilities are recorded within accrued expenses and other current liabilities on the consolidated balance sheets.
(3) The non-current portion of operating and finance lease liabilities are recorded within other non-current liabilities on the consolidated balance sheets.

The components of lease costs are as follows (in thousands):
Year EndedAs Restated
Lease CostsDecember 31, 2021December 31, 2020December 31, 2019
Operating lease cost (1)$5,912 $6,794 $5,071 
Finance lease cost
Amortization of leased assets (2)611 568 251 
Interest on lease liabilities (3)93 70 40 
Total finance lease costs704 638 291 
Total lease cost$6,616 $7,432 $5,362 
(1) Operating lease costs are recorded within selling, general and administrative expenses or cost of revenues within the consolidated statements of operations depending upon the nature of the underlying lease.
(2) Finance lease amortization costs are recorded in cost of revenues, as well as selling, general and administrative expenses within the consolidated statements of operations.
(3) Finance lease interest costs are recorded in interest expense, net within the consolidated statements of operations.
Short-term lease expense and variable lease cost for the gate, globe,years ended December 31, 2021, 2020, and check valves product line.


2019 were not significant.
73
129




The estimated future minimum lease payments only include obligations for which the Company is reasonably certain it will exercise its renewal option. Such future payments are as follows (in thousands):

Maturity of Lease LiabilitiesOperatingFinanceTotal
2022$4,775 $863 $5,638 
20234,047 819 4,866 
20243,140 812 3,952 
20252,114 783 2,897 
20261,839 685 2,524 
After 20263,820 742 4,562 
Less: Interest1,582 594 2,176 
Total$18,153 $4,110 $22,263 

The weighted average remaining lease term and discount rates are as follows:
Lease Term and Discount RateDecember 31, 2021December 31, 2020December 31, 2019
Weighted average remaining lease term (years)
Operating leases5.96.36.7
Finance leases5.66.26.8
Weighted average discount rate (percentage)
Operating leases4.5 %6.8 %4.6 %
Finance leases2.0 %4.8 %2.0 %

Supplemental cash flow information related to leases are as follows (in thousands):
Year EndedAs Restated
Other InformationDecember 31, 2021December 31, 2020December 31, 2019
Operating Activities
Noncash lease expense on operating ROU assets$303 $268 $(17,625)
Amortization expense on finance ROU assets611 568 251 
Change in total operating lease liabilities214 5,200 17,359 
Principal paid on operating lease liabilities(2,350)(1,323)(4,301)
Total Operating Activities$(1,222)$4,713 $(4,316)
Financing Activities
Principal paid on finance lease liabilities$(654)$(557)$(281)
Supplemental
Interest paid on finance lease liabilities$93 $70 $40 
As of December 31, 2021, the Company has not entered into any lease agreements with related parties.



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(6)(8)    Inventories
 
Inventories consisted of the following (in thousands):
As Restated
 December 31, 2021December 31, 2020
Raw materials$51,911 $63,017 
Work in process55,942 44,145 
Finished goods15,490 20,930 
Inventories$123,343 $128,092 
 December 31,
 2018 2017
Raw materials$69,910
 $82,372
Work in process116,088
 121,709
Finished goods31,380
 40,815
Inventories$217,378
 $244,896


WeThe Company regularly reviewreviews inventory quantities on hand and recordrecords a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost, based primarily on our estimated forecast of product demand. Once our inventory value is written-down a new cost basis has been established. For 2018, 2017the years ended December 31, 2021, 2020, and 2016, our2019, charges for acquisition inventory step-up amortization, excess and obsolete inventory and net realizable value reserves totaled $11.5$3.4 million, $7.3$4.3 million, and $9.3$0.6 million, respectively.



(7)
(9)    Property, Plant and Equipment
 
Property, plant and equipment consisted of the following (in thousands):
December 31, As Restated
2018 2017 December 31, 2021December 31, 2020
Land$32,849
 $33,428
Land$31,377 $32,802 
Buildings and improvements96,241
 101,016
Buildings and improvements84,846 85,515 
Manufacturing machinery and equipment176,167
 196,939
Manufacturing machinery and equipment122,944 136,160 
Computer equipment and software38,500
 31,204
Computer equipment and software39,111 38,031 
Furniture and fixtures28,846
 12,526
Furniture and fixtures13,477 13,450 
Vehicles467
 1,118
Vehicles797 545 
Construction in progress21,323
 18,787
Construction in progress15,517 12,133 
Property, plant and equipment, at cost394,393
 395,018
Property, plant and equipment, at cost308,069 318,636 
Less: Accumulated depreciation(192,594) (177,479)Less: Accumulated depreciation(153,608)(152,614)
Property, plant and equipment, at cost, net$201,799
 $217,539
Property, plant and equipment, netProperty, plant and equipment, net$154,461 $166,022 
 
Depreciation expense for the years ended December 31, 2018 (including $1.02021, 2020, and 2019 was $22.9 million, $20.4 million, and $22.0 million, respectively.

Property, plant and equipment, net, at December 31, 2020 excludes $0.2 million related to assets held for sale), 2017, and 2016 was $28.8 million, $15.3 million, and $13.3 million, respectively. The December 31, 2018 net balance excludes $5.6 million related to Reliability ServicesCryo held for sale assets and $0.9 million related to the divestiture of the Rosscor business.assets.


The Company recorded additions to property, plant and equipment of $1.5 million and $1.0 million in each of the years ended December 31, 20182021 and December 31, 2017,2020, respectively, for which cash payments had not yet been made.



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(8)(10)    Goodwill and Other Intangible Assets
 
The following table shows goodwill by segment as of December 31, 20182021 and 20172020 (in thousands):
Aerospace & DefenseIndustrialConsolidated
Total
Goodwill as of December 31, 2020 (As Restated)$57,468 $79,455 $136,923 
Impairment— (10,500)(10,500)
Heater & Control Valve divestiture— (755)(755)
Currency translation adjustments(108)(2,654)(2,762)
Goodwill as of December 31, 2021$57,360 $65,546 $122,906 
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 Energy Aerospace & Defense Industrial 
Consolidated
Total
Goodwill as of December 31, 2017$154,058
 $62,548
 $289,156
 $505,762
Measurement period adjustments related to acquisition(4,742) (5,046) 17,984
 8,196
Business divestiture
 
 (3,394) (3,394)
Held for sale(40,372) 
 
 (40,372)
Currency translation adjustments(4,072) (84) (6,831) (10,987)
Goodwill as of December 31, 2018$104,872
 $57,418
 $296,915
 $459,205
        
As RestatedAs Restated
Aerospace & DefenseIndustrialConsolidated
Total
Goodwill as of December 31, 2019$57,385 $215,308 $272,693 
Impairment— (138,078)(138,078)
Reclassification of Cryo to assets held for sale— (1,900)(1,900)
Currency translation adjustments83 4,125 4,208 
Goodwill as of December 31, 2020 (As Restated)$57,468 $79,455 $136,923 


In January 2019,The Company performs an impairment assessment for goodwill at the reporting unit level on an annual basis as of the end of our October month end or more frequently if the Company announced the salebelieves indicators of impairment exist.

As part of its Reliability Services business. The RS business is collapsed as "heldannual goodwill impairment assessment during the fourth quarter of 2021, the Company reassessed the aggregation criteria for sale"its reporting units and determined that the Refinery Valves component in the Industrial segment no longer satisfied criteria for aggregation with the currentIndustrial reporting unit and was identified as a separate reporting unit. Accordingly, goodwill of the previously aggregated Industrial reporting unit was reassigned on a relative fair value basis between the Refinery Valves and Industrial reporting units. The reassignment resulted in $10.5 million of goodwill reassigned from the aggregated Industrial reporting unit to the Refinery Valves reporting unit. The Company performed its goodwill impairment assessment immediately before and after the change in reporting units, on the aggregated Industrial reporting unit and disaggregated Refinery Values and Industrial reporting units.

The fair value of the aggregated and disaggregated Industrial reporting unit immediately prior to and following the change in reporting units, exceeded its carrying value and its goodwill was not impaired. The fair value of the Refinery Valves reporting unit was less than its carrying value and resulted in a goodwill impairment charge of all of the Refinery Valves reporting unit goodwill in the amount of $10.5 million. The fair value of the Aerospace & Defense reporting unit exceeded its carrying value and its goodwill was not impaired.

The Refinery Valves long-lived asset group was not impaired and did not suffer a decline in utility requiring a reassessment of the long-lived assets in the asset group.

For the annual goodwill impairment assessment during the fourth quarter of 2021, the Company estimated the fair value of its reporting units, using an income approach based on the present value of future cash flows. The Company believes this approach was the best approximation of fair value of its reporting units and current liabilities sectionincorporates assumptions market participants would use in estimating the fair value of reporting units. The Company also utilized the implied market value method under the market approach to validate the fair value amount it obtained using a discounted cash flow model income approach which indicated a control premium. The key assumptions utilized in our balance sheet. Referdiscounted cash flow model included an estimated rate of revenue growth and the discount rate based on a weighted average cost of capital. The estimated fair values using a discounted cash flow model were reconciled to the value indicated by the market capitalization including an assessment of the implied control premium. The relevant inputs, estimates and assumptions used in the implied market value method included our market capitalization as of the end of October 2021, and selection of a control premium.

The Company also performed its annual impairment testing of indefinite-lived assets during the fourth quarter of 2021. This impairment evaluation was performed using the relief from royalty valuation method. Based on this analysis, the fair value of the indefinite-lived assets exceeded their carrying values and the assets were deemed to be not impaired. The Company believes its procedures for estimating fair value were reasonable and consistent with market conditions at the time of estimation.

At March 29, 2020, the Company reorganized its reporting units (see Note 19, Subsequent Events, for further details.Business Segment and Geographical Information) and had its stock price drop below book value, which the Company determined were triggering events requiring an assessment of its goodwill and indefinite-lived trade names. The Company's asset groups did not experience a triggering event, and its long-lived assets did not suffer a decline in utility requiring a reassessment of their useful lives. Through its assessment, management determined that its long-lived assets other than goodwill were not impaired.


For the assessment of goodwill as of March 29, 2020, the Company estimated the fair value of its 2 reporting units, Industrial and Aerospace & Defense, using an income approach based on the present value of future cash flows. The Company also utilized the implied market value method under the market approach to validate the fair value amount it obtained using a discounted cash flow model income approach which indicated a control premium. Management believes this approach was the
132



 Energy Aerospace & Defense Industrial 
Consolidated
Total
Goodwill as of December 31, 2016$144,405
 $18,459
 $43,795
 $206,659
Business acquisition (1)6,944
 43,900
 238,744
 289,588
Currency translation adjustments2,709
 189
 6,617
 9,515
Goodwill as of December 31, 2017$154,058
 $62,548
 $289,156
 $505,762
        
(1) The activity in the Energy segment relates to settlement of escrow amounts and tax amounts.
best approximation of fair value of its reporting units given the environment and considering the uncertainty caused by the COVID-19 pandemic. The key assumptions utilized in discounted cash flow model included an estimated rate of revenue growth and the discount rate based on a weighted average cost of capital. The estimated fair values using a discounted cash flow model were reconciled to the value indicated by the market capitalization including an assessment of the implied control premium. The relevant inputs, estimates and assumptions used in the implied market value method included our market capitalization as of March 29, 2020, and selection of a control premium.


NoBased on the impairment assessment as of March 29, 2020, the Company determined that goodwill impairments were recordedin the Industrial reporting unit had been impaired and, accordingly, resulted in a goodwill impairment charge of $138.1 million during the twelve months ended December 31, 2018 or 2017.first quarter of 2020. This includes a restatement adjustment to increase the originally recognized goodwill impairment charge of $116.2 million, by $21.9 million. The $21.9 million incremental goodwill impairment charge resulted from a decrease to Pipeline Engineering forecasts included in the Industrial reporting unit fair value, identified in the restatement and further discussed in Note 2, Restatement of Previously Issued Consolidated Financial Statements. Historical accumulated goodwill impairments in continuing operations prior to 2020 were immaterial.


75Goodwill impairment was measured at fair value on a nonrecurring basis using future discounted cash flows and other observable inputs (Level 3).






The tables below present gross intangible assets and the related accumulated amortization (in thousands):
 December 31, 2021
 Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Value
Patents$5,368 $(5,368)$— 
Customer relationships302,358 (137,861)164,497 
Acquired technology135,972 (72,708)63,264 
Total Amortized Assets$443,698 $(215,937)$227,761 
Non-amortized intangibles (primarily trademarks and trade names)$75,715 $— $75,715 
Net Carrying Value of Intangible assets$303,476 
December 31, 2018 December 31, 2020
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Carrying Value Gross Carrying
Amount
Accumulated
Amortization
Net Carrying Value
Patents$5,399
 $(5,399) $
Patents$5,368 $(5,368)$— 
Customer relationships307,593
 (57,822) 249,771
Customer relationships310,458 (112,411)198,047 
Order backlog23,354
 (18,746) 4,608
Order backlog2,000 (2,000)— 
Acquired technology133,246
 (23,882) 109,364
Acquired technology138,833 (60,760)78,073 
Other5,065
 (4,661) 404
Total Amortized Assets$474,657

$(110,510)
$364,147
Total Amortized Assets$456,659 $(180,539)$276,120 
     
Non-amortized intangibles (primarily trademarks and trade names)$77,155
 $
 $77,155
Non-amortized intangibles (primarily trademarks and trade names)$77,475 $— $77,475 
Total Non-Amortized Intangibles$77,155
 $
 $77,155
     
Net Carrying Value of Intangible assets$441,302
 

 

Net Carrying Value of Intangible assets$353,595 
     

 December 31, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net Carrying Value
Patents$5,399
 $(5,399) $
Customer relationships320,015
 (41,471) 278,544
Order backlog29,650
 (8,850) 20,800
Acquired technology135,360
 (5,687) 129,673
Other5,372
 (4,897) 475
Total Amortized Assets$495,796
 $(66,304) $429,492
      
Non-amortized intangibles (primarily trademarks and trade names)$83,872
 $
 $83,872
Total Non-Amortized Intangibles$83,872
 $
 $83,872
      
Net Carrying Value of Intangible assets$513,364
    
Amortization of intangible assets was $42.3 million, $43.7 million and $47.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.


The table below presents estimated future amortization expense for intangible assets recorded as of December 31, 20182021 (in thousands):
20222023202420252026After 2026
Estimated amortization expense$36,655 $32,141 $28,245 $24,727 $21,535 $84,458 

133


 2019 2020 2021 2022 2023 After 2024
Estimated amortization expense$47,564
 $43,889
 $42,136
 $37,069
 $32,495
 $160,994


The annual impairment testing of our non-amortized intangible assets was completed as the end of October 28, 20182021 and consisted of a comparison of the fair value of the intangible assets with carrying amounts. No impairments of our non-amortized intangible assets were recorded for the year ended December 31, 2018.2021.





76




(9)(11)    Income Taxes
 
The significant components of our deferred income tax liabilities and assets were as follows (in thousands):
 December 31,
 2018 2017
Deferred income tax (liabilities):   
Excess tax over book depreciation$(6,201) $(17,505)
Other
 (8,507)
Intangible assets(73,926) (57,968)
Total deferred income tax liabilities(80,127) (83,980)
Deferred income tax assets:   
Accrued expenses15,752
 6,956
Equity compensation4,760
 4,622
Inventories5,843
 8,405
Net operating loss and state credit carry-forward14,342
 16,698
Foreign tax credit carryforward16,750
 16,602
Pension benefit obligation29,400
 46,030
Other5,372
 2,946
Total deferred income tax assets92,219
 102,259
Valuation allowance(17,562) (22,067)
Deferred income tax asset, net of valuation allowance74,657
 80,192
Deferred income tax (liability)/asset, net$(5,470) $(3,788)

The deferred income taxes by classification were as follows:
 December 31,
 2018 2017
Long-term deferred income tax asset, net$28,462
 $22,334
Long-term deferred income tax liability, net(33,932) (26,122)
Deferred income tax (liability)/asset, net$(5,470) $(3,788)
As Restated
 December 31,December 31,
 20212020
Deferred income tax (liabilities):
Fixed Assets(12,315)(12,485)
Intangible Assets(41,425)(50,165)
Right of Use Lease(3,175)(4,134)
Other(3,957)(2,000)
Total deferred income tax liabilities(60,872)(68,784)
Deferred income tax assets:
Accrued Expenses4,937 5,126 
Bad Debt2,375 3,995 
Equity Compensation3,191 3,621 
Right of Use Lease3,457 4,332 
Inventory4,768 5,040 
Other6,804 8,082 
Net operating loss and credit carry-forward96,511 88,598 
Pension23,727 36,532 
Interest22,329 16,262 
Goodwill10,813 10,850 
Total deferred income tax assets178,912 182,438 
Valuation allowance(139,005)(138,689)
Deferred income tax asset, net of valuation allowance39,907 43,749 
Deferred income tax liability$(20,965)$(25,035)
 

77





The (benefit from) provision for income taxes is based on the following pre-tax (loss) income (in thousands):
As Restated
 Year Ended December 31,Year Ended December 31,Year Ended December 31,
 202120202019
Domestic$(55,752)$(168,988)$(42,692)
Foreign(2,110)41,416 25,434 
(Loss) income before income taxes$(57,862)$(127,572)$(17,258)


134


 Year Ended December 31,
 2018 2017 2016
Domestic$(66,330) $4,946
 $(16,766)
Foreign30,236
 1,167
 26,446
Income before income taxes$(36,094) $6,113
 $9,680

The provision for income taxes consisted of the following (in thousands):
As Restated
Year Ended 
December 31,
Year Ended 
December 31,
Year Ended 
December 31,
202120202019
Current provision:
Federal - U.S.$— $165 $— 
Foreign7,942 8,415 16,509 
State -U.S.232 548 596 
Total current provision$8,174 $9,128 $17,105 
Deferred expense (benefit):
Federal - U.S.$130 $39,293 $7,333 
Foreign(3,052)5,033 (11,346)
State -U.S.(70)2,448 (40)
Total expense (benefit) deferred(2,992)46,774 (4,053)
Total provision for income taxes$5,182 $55,902 $13,052 
 Year Ended December 31,
 2018 2017 2016
Current provision:     
Federal - U.S.$
 $(447) $(232)
Foreign7,553
 2,762
 10,823
State -U.S.235
 442
 (275)
Total current$7,788
 $2,757
 $10,316
Deferred provision (benefit):     
Federal - U.S.$(1,510) $(3,406) $(8,992)
Foreign(1,323) (4,640) (3,328)
State -U.S.(1,665) (388) 1,583
Total (benefit) deferred$(4,498) $(8,434) $(10,737)
Total (benefit) provision for income taxes$3,290
 $(5,676) $(421)


Actual income taxes reported from operations were different from those that would have been computed by applying the federal statutory tax rate to (loss) income before income taxes. The expense for income taxes differed from the U.S. statutory rate due to the following:
As Restated
 Year Ended
December 31,
Year Ended
December 31,
Year Ended
December 31,
 202120202019
Expected federal income tax rate21.0 %21.0 %21.0 %
State income taxes, net of federal tax benefit(0.3)(2.1)9.1 
Impairment— (6.5)— 
U.S. permanent differences(1.7)— (1.0)
Foreign tax rate differential3.7 2.8 (23.5)
Unbenefited losses— — (0.3)
Tax reserve(2.6)(0.6)(0.2)
Rate Change(1.7)(0.1)3.5 
GILTI— — (2.3)
Intercompany financing— — 17.8 
Foreign-derived intangible income (“FDII”)— — 6.3 
Prior period adjustment0.2 1.4 25.8 
Dispositions(1.0)(0.7)(129.4)
Valuation Allowance(24.7)(59.1)— 
Other, net(5.2)0.3 (9.4)
Equity compensation2.0 (0.3)(0.7)
Research and development1.3 — 7.7 
Effective tax rate(9.0)%(43.8)%(75.6)%

ASC 740, Income Taxes, requires a valuation allowance to reduce deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance is not needed for some portion, or all, of the deferred tax asset. Should there be
135



 Year Ended December 31,
 2018 2017 2016
Expected federal income tax rate21.0 % 35.0 % 35.0 %
State income taxes, net of federal tax benefit3.1
 0.3
 (4.8)
Change in valuation allowance on state net operating losses
 
 18.9
Foreign tax rate differential4.7
 (38.9) (38.4)
Unbenefited foreign losses(4.7) 2.9
 14.7
Foreign tax credits
 
 (26.6)
Manufacturing deduction
 (2.8) 
GILTI(5.5) 
 
Research and development credit3.3
 (8.4) (6.6)
Transaction costs1.4
 8.5
 3.1
Release of contingent consideration
 (69.9) 
Provisional Impact of Tax Cuts and Jobs Act(30.2) (8.2) 
Change in tax reserves1.8
 (16.3) (0.5)
Equity Compensation(2.8) (1.6) 
Other, net(1.2) 6.5
 0.8
Effective tax rate(9.1)% (92.9)% (4.4)%
a cumulative loss in recent years it is considered a significant piece of negative evidence that is difficult to overcome in assessing the need for a valuation allowance.

The Company recognized a valuation allowance for the German and the U.S. net DTAs during the year ended December 31, 2020. The Company reviewed the retention of the German and U.S. valuation allowances as of December 31, 2021. In both the case of Germany and the U.S. there is a cumulative three year loss at December 31, 2021. The Company concluded that the negative evidence outweighed the positive evidence as of December 31, 2021. Therefore, the Company has not relied on projections of future taxable income in our assessment of the realization of deferred tax assets at December 31, 2021. The Company maintained a valuation allowance related to the German deferred tax assets of $13.2 million and $17.3 million, as of December 31, 2021 and December 31, 2020, respectively. The Company maintained a valuation allowance related to the U.S. deferred tax assets of $73.1 million and $67.9 million, as of December 31, 2021 and December 31, 2020, respectively.

As of December 31, 20182021, and 2017,2020, the Company maintained a total valuation allowance of $17.6$139.0 million and $22.1$138.7 million,, respectively, which relates toforeign, federal, and state deferred tax assets as of December 31, 20182021 and foreign, federal and state deferred tax assets as December 31, 2017.2020. The valuation allowance is based onamount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income in each ofduring the jurisdictions in which we operate and thecarryforward period over which our deferred tax assets will be recoverable. The movementare reduced or increased or if objective negative evidence in the valuation allowanceform of cumulative losses is primarily dueno longer present and additional weight is given to the increase in the valuation allowance on foreign tax credit carryforwards, offset by thesubjective evidence such as our projections for growth.


78




finalization of purchase accounting and its impact on the valuation allowance related to certain deferred tax assets in relation to the FH acquisition.

The following table provides a summary of the changes in the deferred tax valuation allowance for the years ended December 31, 2018, 2017,2021, 2020, and 20162019 (in thousands):
 December 31,
 2018 2017 2016
Deferred tax valuation allowance at January 1$22,067
 $3,028
 $892
     Additions10,960
 712
 2,257
     Acquired(15,431) 18,494
 
     Deductions(34) (167) (121)
     Translation adjustments
 
 
Deferred tax valuation allowance at December 31$17,562
 $22,067
 $3,028

December 31,As Restated
 202120202019
Deferred tax valuation allowance at January 1$138,689 $46,967 $54,716 
Additions9,329 91,866 1,456 
Acquired— — 150 
Deductions(9,013)(144)(9,355)
Deferred tax valuation allowance at December 31$139,005 $138,689 $46,967 
 

The Company files income tax returns in the U.S.US federal, state and local jurisdictions and in foreign jurisdictions. The Company is no longer subject to examination by the Internal Revenue Service ("IRS"(“IRS”) for years prior to 20152018 and is no longer subject to examination by the tax authorities in foreign and state jurisdictions prior to 2006, with the exception of net operating loss carryforwards. The Company is currently under examination for income tax filings in various foreign jurisdictions.


As of December 31, 2018,2021, the Company had foreignU.S. federal net operating losses of $55.6 million, U.S. tax credits of $16.7$21.4 million, foreign net operating losses of $37.3 million, federal net operating losses of $3.0$202.0 million, state net operating losses of $70.0$151.2 million and state tax credits of $2.4$4.0 million. As of December 31, 2017,2020, the Company had foreignU.S. federal net operating losses of $27.1 million, U.S. tax credits of $16.4$20.9 million, foreign net operating losses of $45.6$206.7 million, state net operating losses of $56.3$109.5 million and state tax credits of $2.2$2.3 million. The foreignU.S. tax credits, if not utilized, will expire in 2026.2026-2037. A portion of the foreign net operating losses ($20.2 million)$100.2 million expire at various dates through 2025;2036; the remainder have an unlimited carryforward period. The federal net operating losses have an unlimited carryforward period. The state net operating losses and state tax credits, if not utilized, will expire at various dates through 2038.2040.


The Company repatriated $32 million of foreign earnings to the U.S. during the fourth quarter of 2016, resulting in a tax benefit of $2.6 million in the year ended December 31, 2016. The tax benefit is a result of foreign tax credits associated with the repatriation, in excess of the U.S. corporate tax rate.

During 2016, the Company recorded a valuation allowance and additional tax expense of $1.8 million on certain state net operating loss carryforwards, due to the uncertainty of the Company's ability to utilize these losses within the foreseeable future. The amount of net operating losses considered realizable, however, could be adjusted if objective evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as the Company’s projections for growth.

On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system including: a federal corporate rate reduction from 35% to 21%; limitations on the deductibility of interest expense and executive compensation; creation of the base erosion anti-abuse tax (“BEAT”), a new minimum tax; global intangible low-taxed income ("GILTI"); and the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system. The change to a modified territorial tax system resulted in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”), with future distributions not subject to U.S. federal income tax when repatriated. A majority of the provisions in the Tax Act are effective January 1, 2018 and have been reflected in our financial statements. With respect to GILTI, the company has adopted a policy to account for this provision as a period cost.

In response to the Tax Act, the SEC staff issued guidance on accounting for the tax effects of the Tax Act (ASU 2018-05). The guidance provided a one-year measurement period for companies to complete the accounting. The Company has adopted the impact of ASU 2018-05 in our financial statements.

In connection with our initial analysis of the impact of the Tax Act, we had recorded a provisional estimate of $0.5 million net tax benefit for the period ended December 31, 2017. This benefit consists of provisional estimates of zero net expense for the Transition Tax liability, and $0.5 million benefit from the remeasurement of our deferred tax assets/liabilities due to the corporate rate reduction. On a provisional basis, the Company did not expect to owe the one-time Transition Taxliability,

79




based on foreign tax pools that are in excess of U.S. tax rates. We have now finalized our accounting and these estimates did not change. The impact of the Tax Act resulted in a valuation allowance on a portion of our U.S. foreign tax credit carryforwards (deferred tax asset), in the amount of $10.9 million expense which was recorded in 2018.

As of December 31, 2018,2021, the liability for uncertain income tax positions was approximately $0.6$2.6 million. Approximately $0.5$0.9 million as of December 31, 20182021 represents the amount that if recognized would affect the Company’s effective income tax rate in future periods. The Company does not expect the unrecognized tax benefits to change over the next 12 months. The table below does not include interest and penalties of $0.0$0.2 million and $0.4$0.1 million as of December 31, 20182021 and 2017,2020, respectively.

The following is a reconciliation of the Company’s liability for uncertain income tax positions for the years ended December 31, 20182021, 2020 and 20172019 (in thousands).:
136



December 31, December 31,
2018 2017 2016 202120202019
Balance beginning January 1$3,014
 $3,000
 $2,937
Balance beginning January 1$1,078 $630 $593 
Additions/(reductions) for tax positions of prior years(460) (7) (102)Additions/(reductions) for tax positions of prior years1,529 448 — 
Additions/(reductions) based on tax positions related to current year(340) (65) 483
Additions/(reductions) based on tax positions related to current year212 — 37 
Acquired uncertain tax position balance(512) 1,221
 
Settlements(1,103) (338) 
Lapse of statute of limitations(6) (978) (328)
Tax Audit SettlementTax Audit Settlement(200)— — 
Currency movement
 181
 10
Currency movement(41)— — 
Balance ending December 31$593
 $3,014
 $3,000
Balance ending December 31$2,578 $1,078 $630 
 
Undistributed earningsearnings of our foreign subsidiaries amounted to $259.9$89.0 million and $108.0 million at December 31, 20182021 and $221.3 million at December 31, 2017.2020, respectively. The undistributed earnings of our foreign subsidiaries (except for one of our China subsidiaries) are considered to be indefinitely reinvested unless earnings can be repatriated in a tax efficient manner and accordingly, no provision for U.S. federal and statefor income taxes has been recorded.recorded (except for withholding taxes related to the forementioned China subsidiary). Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable because of the complexity of laws and regulations, the varying tax treatment of alternative repatriation scenarios, and the variation due to multiple potential assumptions relating to the timing of any future repatriation.


(10)(12)    Accrued Expenses and Other Current Liabilities
 
Accrued expenses and other current liabilities consisted of the following (in thousands):
As Restated
December 31, December 31,December 31,
2018 2017 20212020
Customer deposits and obligations$31,625
 $17,661
Customer deposits and obligations$18,636 $18,540 
Commissions payable and sales incentive7,929
 8,891
Commissions payable and sales incentive3,594 3,601 
Penalty accruals3,455
 2,395
Warranty reserve4,050
 4,623
Warranty reserve2,739 2,206 
Professional fees2,992
 3,498
Professional fees2,529 1,836 
Taxes other than income tax3,405
 4,059
Taxes other than income tax3,091 3,900 
Cash due to FH seller
 64,561
Other Contract Liabilities14,646
 16,057
Other contract liabilitiesOther contract liabilities8,215 6,182 
Income tax payable3,359
 1,785
Income tax payable3,075 5,858 
Short term pension liability and other post-employment benefits (OPEB)Short term pension liability and other post-employment benefits (OPEB)4,560 4,939 
Operating lease liabilityOperating lease liability3,682 3,995 
Other35,851
 39,059
Other31,877 27,983 
Total accrued expenses and other current liabilities$107,312
 $162,589
Total accrued expenses and other current liabilities$81,998 $79,040 
 


80
137






(11)(13)    Financing Arrangements
 
Debt

Long-term debt consisted of the following (in thousands):
 December 31,
 2018 2017
Term Loan at interest rates ranging from 4.93%-5.92% in 2018 and 4.93% in 2017$777,150
 $785,000
Line of Credit at interest rates ranging from 4.93%-8.00% in 2018 and 4.93% in 201729,900
 33,900
Total Principal Debt Outstanding$807,050
 $818,900
Less: Term Loan Debt Issuance Costs21,013
 23,707
Less: Current Portion7,850
 7,865
Total Long-Term Debt, net$778,187
 $787,343
As Restated
 December 31,December 31,
 20212020
Term Loan at interest rates ranging from 4.3%-5.0% in 2021 and 4.3%-5.2% in 2020$525,000 $492,038 
Line of Credit at interest rates ranging from 3.6%-6.75% in 2021 and 3.6%-7.2% in 2020— 27,900 
Short-Term Borrowings1,311 1,624 
Total Principal Debt Outstanding526,311 521,562 
Less: Unamortized Discount and Debt Issuance Costs13,006 12,050 
Less: Short-Term Borrowings and Current Portion of Long-Term Debt1,611 1,624 
Total Long-Term Debt, net$511,694 $507,888 
 
20222023202420252026Thereafter
Minimum principal payments$1,611 $5,300 $5,300 $5,300 $5,300 $503,500 
 2019 2020 2021 2022 2023 Thereafter
Minimum principal payments$7,850
7,850
$7,850
 $7,850
 $7,850
 $7,850
 $737,900


On December 11, 2017, we20, 2021, the Company entered into a secured credit agreement (the “New Credit Agreement (the "Credit Agreement"Agreement”), which provides for a $150.0$100.0 million revolving line of credit with a five year maturity and a $785.0$530.0 million term loan with a seven year maturity which was funded in full at closing of the FH acquisition in full.closing. The New Credit Agreement replaced and terminated the Company’s prior Credit Agreement,credit agreement, dated as of MayDecember 11, 2017 (the "Prior“Prior Credit Agreement"Agreement”). The Prior Credit Agreement, under which wethe Company had borrowings of $273.5$492.0 million outstanding,on its term loan and $38.7 million on its revolving line of credit, was terminated on December 11, 2017 and replaced by the Credit Agreement.20, 2021.


The term loan requires quarterly principal payments of 0.25% of initial aggregate principal amount beginning March 29, 2018 with the balance due atuntil maturity. The Company has mandatory debt repayment obligations of $7.9$5.3 million per year ($2.01.3 million per quarter) until 20242028 under the New Credit Agreement. AdditionalHowever, since the Company made a $5.0 million prepayment on its term loan on December 31, 2021, only $0.3 million remains due in 2022. During 2020, the Company paid down $161.8 million on its term loan under the Prior Credit Agreement from proceeds received through the sale of the I&S business. During 2019, the Company paid down its term loan under the Prior Credit Agreement by $123.3 million primarily with divestiture-related proceeds.

Per the New Credit Agreement, additional loans ofmay be made available under the New Credit Agreement up to $150.0the greater of $100.0 million (plusor 80% of total earnings before interest, taxes, depreciation, and amortization plus the amount of certain voluntary prepayments)prepayments and plus an unlimited amount subject to compliance with a first lien net leverage ratio of 4.50 to 1.00 may be made available under the Credit Agreementor less upon request ofby the Company subject to specified terms and conditions. The Company may repay any borrowings under the New Credit Agreement at any time, subject to certain limited and customary restrictions stated in the Credit Agreement;stated; provided, however, that if the Company prepays all or any portion of the term loan in connection with a repricing transaction on or prior to the 6-month anniversary of the origination date, the Company must pay a prepayment premium of 1.0% of the aggregate principal amount of the term loan so prepaid. The New Credit Agreement was subsequently amended on April 8, 2022 and then again on May 27, 2022, as further described at Note 22, Subsequent Events.


TheIn connection with the Prior Credit Agreement, the Company had $9.3 million of unamortized debt discount and debt issuance costs associated with its term loan and $1.2 million unamortized deferred financing fees associated with its revolver as of the agreement termination date of December 20, 2021. Under the New Credit Agreement, the Company incurred $23.9$12.0 million of debt discount and issuance costs associated with the term loan which have been recorded as a debt discount within long-term debt and $5.2$0.8 million of fees associated with the revolver were recordedrevolver. For the new term loan, the Company evaluated the accounting for this transaction under ASC 470 to determine modification versus extinguishment accounting on a creditor-by-creditor basis. As a result, the Company accounted for a combination of old and new debt discount and issuance costs totaling $13.0 million as other assets. In connection witha modification (recorded as a debt discount and issuance costs on the Prior Credit Agreement,consolidated balance sheet) and accounted for $8.3 million as a portiondebt extinguishment (included in special charges on the consolidated statements of operations). For the term debt was extinguished and $0.2new revolving credit facility, $0.4 million of unamortized deferred financing costsfees was written off as a debt extinguishment (included in special charges on the consolidated statements of income)operations) and a portion was tested as a modification ($0.1 million) and rolled into the new debt discount. In connection with the Prior Credit Agreement revolving facility, $1.6 million of deferred financing fees was written off as debt extinguishment and $0.6$0.8 million was rolled into the New Credit Agreement (included in other assets) based on the borrowing capacity ofwith the underlying banks.
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As of December 31, 2018, we2021, the Company had borrowings of $807.1$525.0 million outstanding under the New Credit Agreement compared to $519.9 million as of December 31, 2020 under the Prior Credit Agreement. In addition, the Company had $1.3 million and $35.6$1.6 million in other short-term borrowings as of December 31, 2021 and December 31, 2020, respectively.

The Company had $24.7 million and $30.4 million in letters of credit issued under the New Credit Agreement.Agreement and Prior Credit Agreement as of December 31, 2021 and December 31, 2020, respectively. The Company recorded non-cash interest expense of $3.9 million, $0.8$4.1 million, and $0.4$3.9 million for the years ended December 31, 2018, 2017,2021, 2020 and 2016,2019, respectively, related to the amortization of its deferred financing costs described above.costs. The New Credit Agreement revolving line of credit facility matures on December 11, 202220, 2026 whereas the term loan facility matures on December 11, 2024.20, 2028.


The Company's outstanding principal amounts bear interest at a fluctuating rate (generally the 30 day LIBOR rate) per annum plus an applicable margin of 3.50% with respect to LIBOR loans and 2.50% with respect to base rate loans.debt balances are characterized as Level 2 financial instruments. As of December 31, 20182021, the estimated fair value of its gross debt (before netting debt issuance costs) was $524.3 million, or $2.0 million under its carrying value of $526.3 million. This compares to an estimated fair value of $519.0 million, or $2.6 million under its carrying value of $521.6 million as of December 31, 2020.

Financial Instruments

As of December 31, 2021 and December 31, 2017, the outstanding balance of the Company’s debt approximated its fair value based on current rates available to2020, the Company for debthad restricted cash balances of $1.4 million and $1.7 million, respectively. These balances are recorded within prepaid expenses and other current assets on the same maturityconsolidated balance sheets, and is a Level 2 financial instrument. Theare included within cash, cash equivalents and restricted cash in the consolidated statements of cash flows.

Effective July 2019, the Company entered into a cross-currency swap agreement to hedge its net investment in non-U.S. subsidiaries against future volatility in exchange rates between the U.S. dollar and the Euro. The three-year cross-currency swap had a fixed notional value of $100.0 million at an annual rate of 2.4065% and a maturity date of July 12, 2022. At inception, the cross-currency swap was designated as a net investment hedge. This hedging agreement mitigated foreign currency exchange rate exposure on the Company's net investment in Euro denominated subsidiaries and was not for speculative trading purposes. The cross-currency swap agreement was pursuant to mitigatean ISDA Master Agreement with Deutsche Bank AG and provided for early termination if the inherent rate risk associatedcounterparty ceased to be part of the Company's secured lender group. Concurrent with the variableNew Credit Agreement, the cross-currency swap was terminated in December 2021 and settled at its then fair value of $0.1 million. As of December 31, 2020 the cross-currency swap had a net fair value liability of $6.2 million.

Effective April 2018, the Company entered into an interest rate debt, whichswap pursuant to an ISDA Master Agreement with Citizens Bank, National Association. The four-year interest rate swap has a fixed notional value of $400.0 million with a 1% LIBOR floor and a maturity date of April 12, 2022. The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. The interest rate swap continues to be highly effective at achieving offsetting cash flows attributable to the hedged risk under the New Credit Agreement for its remaining term to April 2022. The interest rate swap is a qualifying hedging instrument and is accounted for as a cash flow hedge. Anyhedge pursuant to ASC Topic 815, Derivatives and Hedging. As of December 31, 2021 and December 31, 2020, the interest rate swap had a fair value liability of $2.2 million and $8.6 million, respectively.

The aggregate net fair value of the interest rate swap and cross-currency swap as of December 31, 2021 and December 31, 2020 are summarized in the table below (in thousands):
Significant Other Observable Inputs
Level 2
20212020
Derivative asset$— $2,359 
Derivative liabilities$(2,187)$(17,139)

Derivative balances are recorded in accrued expenses and other current liabilities of $(2.2) million on the Company's consolidated balance sheet as of December 31, 2021. December 31, 2020 balances are recorded in other non-current liabilities of $(10.6) million, accrued expenses and other current liabilities of $(6.5) million, and prepaid expenses and other current assets of $2.4 million.

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The amount of gain or loss is recorded within(loss) recognized in other comprehensive (loss) income (“OCI”) and reclassified from accumulated other comprehensive income. Refer(loss) income (“AOCI”) to Note 17, Fair Value,earnings are summarized below (in thousands):
Year Ended
December 31, 2021December 31, 2020
Amount of gain (loss) recognized in OCI$(284)$(5,433)
Amount of (loss) reclassified from AOCI to earnings (interest expense, net)$(6,682)$(6,162)
At December 31, 2021, amounts expected to be reclassified from AOCI into interest expense in the next 12 months is a loss of $1.8 million.

Interest expense related to the portion of the Company's term loan subject to the interest-rate swap agreement was $24.0 million for additional detail on the hedge.year ended December 31, 2021 and $24.1 million for the year ended December 31, 2020.



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(12)(14)    Share-Based Compensation
 
We have twoThe Company has 3 share-based compensation plans as of December 31, 2018:2021: (1) the 2019 Stock Option and Incentive Plan (the “2019 Plan”), (2) the 2014 Stock Option and Incentive Plan (the "2014 Plan"“2014 Plan”), and (2)(3) the Amended and Restated 1999 Stock Option and Incentive Plan (the "1999 Plan"“1999 Plan”). The 20142019 Plan was adopted by ourits Board of Directors (subject to shareholder approval) on February 12, 201420, 2019 and approved by ourits shareholders at the Company's annual meeting held on April 30, 2014.May 9, 2019. On May 25, 2021 at the Company's annual meeting, the Company's shareholders approved an amendment to the 2019 Plan increasing the number of shares available for issuance from 1,000,000 to 2,000,000 shares (subject to adjustment for stock splits and similar events). As of April 30, 2014,May 9, 2019, no new awards will be granted under either the 2014 Plan or the 1999 Plan. As a result, any shares subject to outstanding awards under the 2014 Plan and the 1999 Plan that expire, are canceled or otherwise terminate, or are withheld to satisfy tax withholding obligations will not be available for award grant purposes under the 20142019 Plan. BothAll plans permit the grant of the following types of awards to ourits officers, other employees and non-employee directors: incentive stock options;options, nonqualified stock options;options, deferred stock awards;awards, restricted stock awards;awards, restricted stock unit (“RSU”) awards, unrestricted stock awards;awards, performance share awards; cash-based awards;awards, cash based awards, stock appreciation rights ("SARs"(“SARs”) and dividend equivalent rights. The 2014 Plan provides for the issuance of up to 1,700,000 shares of common stock (subject to adjustment for stock splits and similar events). Under the 20142019 Plan, shares issued for all awards other than stock options or SARs count against the aggregate share limit as 1.9 shares1.0 share for every share actually issued. New stock options granted under the 2014 Plan could have varying vesting provisions and exercise periods. All stock options and RSUs granted under the 1999 Plan are either 100% vested or have been terminated. RSUs granted under the 2014 Plan and the 2019 Plan generally vest within three years. RSUs will be settled in shares of ourthe Company's common stock. As of December 31, 2018,2021, there were 493,8111,274,109 shares available for grant under the 20142019 Plan.


As of December 31, 2018,2021, there were 742,658596,753 stock options (includingand 507,647 RSUs outstanding.

The Company measures the CEOcost of all share-based payments, including stock option award noted below)options, at fair value on the grant date and 298,796 RSUs outstanding. As of December 31, 2018, there were 13,029 RSUs outstanding that contain rights to nonforfeitable dividend equivalents and are considered participating securities that are included in our computation of basic and fully diluted earnings per share. There is no differencerecognizes this cost in the earnings per share amounts betweenconsolidated statements of operations, net of actual forfeitures. Compensation expense related to its share-based plans for the two class method and the treasury stock method, which is why we continue to use the treasury stock method.

During the yearyears ended December 31, 2018, we granted2021, 2020, and 2019 was $5.3 million, $5.5 million and $5.4 million, respectively. During 2021, expenses related to share-based compensation were recorded entirely in selling, general and administrative expenses. During 2020, $0.2 million of share based compensation expense was classified in discontinued operations related to the sale of the DV business and is not included in the expense of $5.5 million which relates to continuing operations. As of December 31, 2021, there was $7.4 million of total unrecognized compensation cost related to the Company's outstanding share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.0 years. This compares to $5.4 million for 2020 and $8.1 million for 2019, respectively.

Stock Options

During the years ended December 31, 2021 and December 31, 2020, there were no stock option awards granted for the purchase of 127,704shares of ourthe Company's common stock, compared with 142,428153,726 granted in 2017 and 210,633 in 2016.2019.

On April 9, 2013, we granted a stock option to purchase 200,000 shares of common stock to our President and Chief Executive Officer at an exercise price of $41.17 per share ("2013 CEO Option Award"). This award included a service period and a market performance vesting condition.  In 2014, certain of these targets were achieved and 150,000 shares vested and remain exercisable.  The remaining 50,000 shares were cancelled in 2018 due to lack of performance achievement.

On December 2, 2013, we granted a stock option to purchase 100,000 shares of common stock to our then newly appointed Executive Vice President and Chief Financial Officer at an exercise price of $79.33 per share. This award included a service period and a market performance vesting condition which were not met and all 100,000 shares were cancelled in the year ended December 31, 2018.  

On March 5, 2014, we granted a stock option to purchase 100,000 shares of common stock to our President and Chief Executive Officer at an exercise price of $70.42 per share ("2014 CEO Option Award"). This option award includes a service period and a market performance vesting condition.  The stock option will vest if the following stock price targets are met based on the stock price closing at or above these targets for 60 consecutive trading days.  During the year ended December 31, 2018, the 2014 CEO Option Award  is outstanding as follows:
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2014 CEO Option Award:  
 Stock Price Target Cumulative Vested Portion of Stock Options (in Shares)
 $87.50 25,000
 $100.00 50,000
 $112.50 75,000
 $125.00 100,000

As the CEO Option Awards vest, they may be exercised 25% at the time of vesting, 50% one year from the date of vesting and 100% two years from the date of vesting. As of December 31, 2018, none of the options awarded in connection with the 2014 CEO Option Award have vested.  These stock option awards are being expensed utilizing a graded method and are subject to forfeiture in the event of employment termination (whether voluntary or involuntary) prior to vesting. These option awards have a 10 year term but to the extent that the market conditions above (Stock Price Targets) are not met within 5 years, these options will not vest and will forfeit 5 years from grant date.  The Company used a Monte Carlo simulation optionuses the Black Scholes pricing model to fair value thesethe option awards.

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The average fair value of stock options granted during the year ended December 31, 2018, 2017,2019 was $11.84 and 2016 of $14.68, $19.36, and $17.88, respectively, was estimated using the following weighted-average assumptions:
 Year Ended December 31,
 201820172016
Risk-free interest rate2.5%1.7%1.2%
Expected life (years)4.4
4.5
4.5
Expected stock volatility37.2%35.1%36.2%
Expected dividend yield%0.2%0.4%


Year Ended December 31,
2019
Risk-free interest rate2.6 %
Expected life (years)4.3
Expected stock volatility38.1 %
Expected dividend yield— %
We account for
There were no stock option grants during 2021 and 2020.

Restricted Stock Unit Awards (“Units

The Company accounts for RSU Awards”)awards by expensing the weighted average fair value to selling, general and administrative expenses ratably over vesting periods generally ranging up to three years. During the years ended December 31, 2018 and 2021, December 31, 2017 we2020, and December 31, 2019, the Company granted 167,480245,345, 616,612 and 90,725205,291 RSUs, respectively, with approximateweighted average fair values of $42.87 and $55.28$40.53, $12.88, and $32.92 per RSU Award,award, respectively.

On April 2, 2020, the Company granted 44,511 RSUs to its former Senior Vice President and Chief Financial Officer as an inducement RSU award upon his joining the Company. This award was granted outside the 2019 Plan pursuant to applicable New York Stock Exchange rules and vests ratably over a three year period. This award is no longer outstanding as of December 31, 2021; 14,837 shares of this award vested during 2021 and 29,674 shares were forfeited.

During 20182021, 2020, and 2017,2019, the Company granted performance-based RSUs as part of the overall mix of RSU Awards. Theseawards. In 2021, these performance-based RSU awards include a market condition based on the Company's total shareholder return relative to a subset of the S&P 600 SmallCap Industrial Companies over a three year performance period. The target payout range is 0% to 200% with a cap not to exceed 600% of the target value on grant date. The 2021 performance-based RSUs includeare valued using a Monte Carlo Simulation model to account for the market condition on grant date. In 2020, these performance-based RSU Awards included metrics for achieving Return on Invested CapitalAdjusted Operating Margin and Adjusted Operating MarginMeasurement Cash Flow with target payouts ranging from 0% to 200%. In 2019, these performance-based RSUs included metrics for achieving adjusted operating margin and adjusted free cash flow with the same target payouts as the 2020 awards. Of the 167,480different performance-based RSU tranches without a market condition, the Company anticipates approximately 1% overall achievement and probability to vest. Of the 245,345 RSUs granted during 2018, 48,0802021, 70,933 are performance-based RSU awards. This compares to 31,369109,278 and 67,362 performance-based RSU awards granted in 2017.2020 and 2019, respectively.
 
The CIRCOR Management Stock Purchase Plan (“MSPP”), which is a component of bothall 3 of the 2014 Plan and the 1999 Plan,Company's share-based compensation plans, provides that eligible employees may elect to receive RSUs in lieu of all or a portion of their pre-tax annual incentive bonus and, in some cases, make after-tax contributions in exchange for RSUs (“RSU MSPs”). In addition, non-employee directors may elect to receive RSUs in lieu of all or a portion of their annual directors’ retainer fees. Each RSU MSP represents a right to receive one share of ourthe Company's common stock after a three-yearthree-year vesting period. RSU MSPs are granted at a discount of 33% from the fair market value of the shares of common stock on the date of grant. This discount is amortized as compensation expense, to selling, general and administrative expenses, over a four-yearfour-year period. During 2021, RSU MSPs totaling 34,937 and 26,72631,248 were granted with per unit discount amounts representing fair values of $14.06 and $20.13, respectively,$13.14. There were no RSU MSPs granted during 2020. RSU MSPs totaling 56,379 with per unit discount amounts representing fair values of $11.10 were granted under the CIRCOR Management Stock Purchase PlanMSPP during the years ended December 31, 2018 and December 31, 2017, respectively.
Compensation expense related to our share-based plans for the year ended December 31, 2018, 2017, and 2016 was $5.0 million, $3.8 million, and $5.5 million respectively. The decrease in expenses from 2017 related to non-Share-based compensation expense is recorded as selling, general, and administrative expense. As of December 31, 2018, there was $7.6 million of total unrecognized compensation costs related to our outstanding share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 2.0 years. This compares to $6.8 million for 2017 and $7.8 million for 2016, respectively.2019.


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A summary of the status of all stock options and RSU awards granted to employees and non-employee directors as of December 31, 2018, 2017, and 20162021 and changes during the yearsyear are presented in the table below:
 December 31, 2021
 Stock OptionsRSU AwardsRSU MSPs
 SharesWeighted
Average
Exercise Price
SharesWeighted
Average
Price
SharesWeighted
Average
 Price
Options and awards outstanding at beginning of period666,785 $43.31 666,627 $17.11 78,298 $24.99 
Granted— $— 245,345 $40.53 31,248 $26.68 
Exercised/Settled(4,506)$33.63 (337,993)$17.58 (32,582)$34.44 
Added by performance factor— $— 1,133 $42.62 — $— 
Forfeited(3,661)$33.63 (129,716)$23.65 (14,713)$23.65 
Expired(61,865)$51.58 — $— — $— 
Options and awards outstanding at end of period596,753 $42.58 445,396 $27.81 62,251 $24.35 
Options and awards exercisable at end of period554,874 $43.26 1,338 $42.62 — $— 
 December 31,
 2018 2017 2016
 Options 
Weighted
Average
Exercise Price
 Options 
Weighted
Average
Exercise Price
 Options 
Weighted
Average
Exercise Price
Options outstanding at beginning of period848,427
 $53.99
 736,319
 $52.30
 570,737
 $56.86
Granted127,704
 42.62
 142,428
 60.99
 210,633
 38.89
Exercised(18,304) 37.70
 (17,708) 39.91
 (5,982) 41.05
Forfeited(204,702) 61.89
 (10,136) 51.99
 (33,014) 45.25
Expired(10,467) 54.18
 (2,476) 61.38
 (6,055) 65.34
Options outstanding at end of period742,658
 $50.26
 848,427
 $53.99
 736,319
 $52.30
Options exercisable at end of period415,873
 $46.90
 309,824
 $45.66
 226,386
 $45.20


The weighted average contractual term for stock options outstanding and exercisable as of December 31, 20182021 was 4.32.2 years and 3.42.1 years, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018, 20172021, 2020 and 20162019 was $0.2$0.0 million, $0.4$0.0 million and $0.1$0.0 million,, respectively. The aggregate fair value of stock-options vested during the years ended December 31, 2018, 20172021, 2020, and 20162019 was $2.1$1.1 million, $1.6$1.7 million, and $1.7$1.8 million,, respectively. The

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aggregate intrinsic value of stock options outstanding and exercisable as of December 31, 20182021 was $0.0$0.0 million and $0.0$0.0 million,, respectively. As of December 31, 2018,2021, there was $2.0$0.1 million of total unrecognized compensation costscost related to stock options that is expected to be recognized over a weighted average period of 1.70.2 years.
 
The following table summarizes information about stock options outstanding at December 31, 2018:
 Options Outstanding Options Exercisable
Range of Exercise PricesOptions 
Weighted Average
Remaining
Contractual Life
(Years)
 
Weighted
Average
Exercise Price
 Options 
Weighted
Average
Exercise Price
$32.76 - $40.09160,571
 3.6 $38.79
 115,067
 $38.74
40.10 - 41.90150,000
 4.3 41.17
 150,000
 41.17
41.91 - 56.42186,730
 4.6 46.35
 75,481
 51.84
56.43 - 71.56245,357
 4.5 66.31
 75,325
 65.79
$32.76 - $71.56742,658
 4.3 $50.26
 415,873
 $46.90
A summary of the status of all RSU Awards granted to employees and non-employee directors as of December 31, 2018, 2017, and 2016 and changes during the year are presented in the table below:
 December 31,
 2018 2017 2016
 RSUs 
Weighted
Average Price
 RSUs 
Weighted
Average Price
 RSUs 
Weighted
Average Price
RSU Awards outstanding at beginning of period186,905
 $49.76
 138,761
 $46.60
 109,281
 $52.90
Granted167,480
 42.87
 90,725
 55.28
 98,942
 41.09
Settled(27,503) 52.70
 (29,803) 46.15
 (54,034) 48.50
Canceled(100,199) 46.71
 (12,778) 62.92
 (22,527) 46.86
Added by Performance Factor
 
 
 
 7,099
 41.55
RSU Awards outstanding at end of period226,683
 $45.66
 186,905
 $49.76
 138,761
 46.60
RSU Awards exercisable at end of period5,057
 $52.44
 2,876
 $59.17
 3,040
 $60.92
The aggregate intrinsic value of RSU Awardsawards settled during the 12 monthsyears ended December 31, 2018, 20172021, 2020, and 20162019 was $1.2$12.2 million, $1.7$1.9 million, and $2.5$2.0 million, respectively. The aggregate fair value of RSU Awardsawards vested during the 12 months ended December 31, 2018, 20172021, 2020 and 20162019 was $1.5$6.0 million,, $1.4 $3.0 million, and $2.7$2.6 million,, respectively.
The aggregate intrinsic value of RSU Awardsawards outstanding and exercisable as of December 31, 20182021 was $4.8 million and $0.1 million, respectively.$12.1 million. As of December 31, 2018,2021, there was $5.1$7.1 million of total unrecognized compensation costscost related to RSU awards that is expected to be recognized over a weighted average period of 1.4 years.2.0 years.


The following table summarizes information about RSU Awards outstanding at December 31, 2018:
 RSU Awards Outstanding
Fair Values at Grant DateRSUs 
Weighted Average
Remaining
Contractual Life
(Years)
 
Weighted
Average
Fair Value
$32.25 - $42.99149,561
 1.6 $41.51
 43.00 - 51.9935,714
 2.1 47.00
 52.00 - 71.5641,408
 0.2 59.51
$32.25 - $71.56226,683
 1.4 $45.67
A summary of the status of all RSU MSPs granted to employees and non-employee directors as of December 31, 2018, 2017, and 2016 and changes during the year are presented in the table below:

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 December 31,
 2018 2017 2016
 RSUs 
Weighted
Average
Exercise Price
 RSUs 
Weighted
Average
Exercise Price
 RSUs 
Weighted
Average
Exercise Price
RSU MSPs outstanding at beginning of period72,452
 $35.01
 67,924
 $36.50
 78,732
 $37.46
Granted34,937
 28.56
 26,726
 40.86
 20,130
 26.06
Settled(29,232) 48.87
 (19,843) 42.28
 (27,375) 29.94
Canceled(6,044) 32.33
 (2,355) 37.48
 (3,563) 35.35
RSU MSPs outstanding at end of period72,113
 $32.25
 72,452
 $35.01
 67,924
 $36.50
MSP Awards exercisable at end of period7,972
 $31.97
 
 
 
 
There were 7,972 were no RSU MSPs exercisable as of December 31, 20182021 compared to none exercisable for the same date in 2017,1,469 as of December 31, 2020, and 2016.5,446 as of December 31, 2019. The aggregate intrinsic value of RSU MSPs settled during the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was $0.4$0.2 million,, $0.3 $0.0 million, and $0.4$0.0 million,, respectively. The aggregate fair value of RSU MSPs vested during the years ended December 31, 2018, 2017,2021, 2020, and 20162019 was $0.6$0.4 million,, $0.5 $0.4 million, and $0.4$0.2 million,, respectively. The aggregate intrinsic value of RSU MSPs outstanding as of December 31, 20182021 was $0.0 million.$0.2 million. As of December 31, 2018,2021, there was $0.5$0.3 million of total unrecognized compensation costs related to RSU MSPs that is expected to be recognized over a weighted average period of 1.42.1 years.


The following table summarizes information about RSU MSPsequity awards outstanding at December 31, 2018:2021:
 RSU MSPs Outstanding
Range of Grant PricesRSUs 
Weighted Average
Remaining
Contractual Life
(Years)
 
Weighted
Average
Exercise Price
$26.06 - 33.9946,536
 1.5 $27.74
34.00 - 39.991,728
 0.0 34.73
40.00 - 40.8623,849
 1.2 40.86
$26.06 - $40.8672,113
 1.4 $32.25
 Equity Awards OutstandingEquity Awards Exercisable
(aggregate intrinsic value in thousands)AwardsAverage Share Price *Aggregate Intrinsic ValueRemaining Term **AwardsAverage Share Price *Aggregate Intrinsic ValueRemaining Term **
Stock Options596,753 $42.58 $— 2.2554,874 $43.26 $— 2.1
RSU Awards445,396 $27.81 $12,106 1.51,338 $42.62 $36 N/A
RSU MSPs62,251 $24.35 $176 1.1— $— $— N/A
* Weighted-average exercise price per share for options and weighted- average grant date price for RSUs.
** Weighted-average contractual remaining term in years.
 
WeThe Company also grant Cash Settled Stock Unit Awardsgrants cash settled stock unit awards to oursome of its international employee participants. In prior years, these Cash Settled Stock Unit Awards would typically cliff-vest in three years. During 2018, the vesting schedule was updated so that new Cash Settled Stock Unit Awards grantedThese cash settled awards generally vest ratably over a three year period. All of these awards are settled in cashperiod based on the closing price of ourthe Company's common stock at the time of vesting. As of December 31, 2018,2021, there were 50,907 Cash Settled Stock Unit Awards33,454 cash settled stock unit awards outstanding compared with 40,469 Cash Settled Stock Unit Awards43,061 cash
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settled stock unit awards outstanding as of December 31, 2017.2020. During 2018,2021, the aggregate cash used to settle Cash Settled Stock Unit Awardscash settled stock unit awards was $0.3$0.7 million. As of December 31, 2018,2021, the Company had $0.6$0.4 million in accrued expenses classified asand other current liabilities for Cash Settled Stock Unit Awardscash settled stock unit awards compared with $0.9$0.7 million as of December 31, 2017.2020. Cash Settled Stock Unit Awardsettled stock unit award related compensation costs for the twelve month periodsyear ended December 31, 2018, 2017, and 20162021 totaled $0.0 million, $0.2$0.6 million and $0.9were recorded entirely in selling, general and administrative expense. In 2020, cash settled stock unit award-related compensation costs totaled $0.7 million respectively and waswere recorded as follows: $0.6 million as selling, general and administrative expense.expense and $0.1 million as special charges related to the sale of the I&S business. The decrease inspecial charge amount related to the accelerated vesting of awards as a result of the transaction. In 2019, cash settled stock unit award-related compensation costs totaled $1.4 million and were recorded as follows: $1.1 million as selling, general and administrative expense and $0.3 million as special charges related to the sale of the EV business. The variability in 2018 and 2017 vs. 2016 is duecash settled stock unit award related compensation costs year over year was primarily to a lower endingdriven by changes in stock price.


(13)(15)    Concentrations of Risk

Financial instruments that potentially subject usthe Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments, trade receivables and trade receivables.contract assets. A significant portion of ourits revenue, receivables and receivablescontract assets are from customers who are either in or serviceassociated with the energy, aerospace, defense, and industrial markets. We performThe Company performs ongoing credit evaluations of ourits customers including obtaining advance payments or other security when appropriate and maintainmaintains allowances for potential credit losses. For the years ended December 31, 2018, 20172021, 2020, and 2016, we2019, the Company had no customers from which we derive revenues that exceed the threshold ofaccounted for more than 10% of the Company’sits consolidated revenues.



85




(14)(16)    Retirement Plans


USU.S. Contribution Plan


We offerThe Company offers a savings plan to eligible U.S. employees. The plan is intended to qualify under Section 401(k) of the Internal Revenue Code. Substantially all of ourits U.S. employees are eligible to participate in the 401(k) savings plan. Participating employees may defer a portion of their pre-tax compensation, as defined, but not more than statutory limits. Under this plan, we matchthe Company matches a specified percentage of employee contributions, and are able to make a discretionary core contribution, subject to certain limitations. For the first part of 2018, we contributed 50% of the amount contributed by the employee, up to a maximum of 5% of the employee’s earnings. Our matching contributions vest at a rate of 20% per year of service, with full vesting after 5 years of service. Effective August 28, 2018, theThe Company had a 401(k) benefit update, wherein the Company contributedcontributes 100% of the amount contributed by the employee, up to a maximum of 4% of the employee's earnings. Matching contributions under the updated 401K401(k) benefit plan vest 0% after one year, 1, 50% after year 2,two years, and 100%full vesting after year 3 inthree years of service. In the matching contribution.first quarter of 2020, the Company temporarily suspended the 401(k) match for certain employee populations for the year. In the first quarter of 2021 the Company reinstated the temporarily suspended 401(k) match.

The cost of our 401Kthe Company's 401(k) plan is outlined below:below (in thousands):
Year Ended December 31,
202120202019
Cost of 401(k) plan$4,226 $458 $3,428 
 Year Ended December 31,
 2018 2017 2016
Cost of 401(k) plan$1,847
 $1,978
 $1,509


Pension & Other Post-Retirement Benefit Obligations


The Company also sponsors various defined benefit plans, and other post-retirement benefits plans, including health and life insurance, for former employees of an acquired business. These plans include significant benefit obligations which are calculated based on actuarial valuations. Key assumptions are made in determining these obligations and related net periodic benefit costs, including discount rates, mortality, and expected long-term return on plan assets.


On December 11, 2017, theThe Company acquired FH. The acquisition included all of the pension obligations outside of the U.S., and a significant portion of the post-retirement obligations in the U.S. In the U.S., the company maintains a qualified noncontributory defined benefit pension plan, a nonqualified, noncontributory defined benefit supplemental pension plan, and other post-retirement benefit plans, including health and life insurance. Our plans and FH plansinsurance in the U.S. which are frozen. To date, the supplemental and the other post-retirement benefits plans remain unfunded.

Outside of the U.S., the companyCompany sponsors various funded and unfunded defined benefit plans as a result of the 2017 acquisition of the FH business.plans. The obligations are primarily attributed to a partially funded plansplan in Germany and a fully funded plan in the U.K.


During fiscal year 2018, we did not make any2021, the Company made cash contributions of approximately $0.8 millionto our qualified defined benefit pension plan, but made $0.4its U.S. plans and $4.3 million in payments for our nonqualified plan. to its foreign plans. In 2019, we expect2022, it expects to make defined benefit plan contributions based on the minimum required funding in accordance with statutory requirements (approximately $1.1$1.0 million in the U.S. and approximately $4.3$3.6 million for ourits foreign plans). The estimates for plan funding for future periods may change as a result of the uncertainties concerning the return on
143



plan assets, the number of plan participants, and other changes in actuarial assumptions. We anticipateThe Company anticipates fulfilling these commitments through ourthe generation of cash flow from operations.




86




The components of net periodic benefit cost for the postretirement plans were as follows (in thousands):
 Pension Benefits Other Post-retirement Benefits (1)Other Post-retirement Benefits (1)
 Year Ended December 31, Year Ended December 31,Year Ended December 31,
 2018 2017 2016 20182017
Components of net periodic benefit cost:        
Service cost$2,993
 $181
 $
 $1
$
Interest cost$9,164
 $2,158
 $2,185
 $336
$20
Expected return on assets(15,418) (2,994) (2,562) 

Net periodic benefit cost(3,261) (655) (377) 337
20
Net (gain) loss amortization153
 735
 893
 

Prior service cost amortization
 
 
 

Total amortization153
 735
 893
 

Pension settlement charge
 
 4,457
  
Net periodic benefit cost$(3,108) $80
 $4,973
 $337
$20
         
Net periodic benefit cost$(3,108) $80
 $9,430
 $337
$20
         
(1) No Other Post-retirement Benefits in 2016

Pension BenefitsOther Post-retirement Benefits
 Year Ended December 31,Year Ended December 31,
 202120202019202120202019
Components of net periodic benefit cost:
Service cost$3,235 $2,812 $2,694 $$$
Interest cost4,019 6,958 10,061 160 262 359 
Expected return on assets(10,094)(11,737)(11,979)— — — 
Net actuarial (gain) / loss— — — — — — 
Amortization— — — — — — 
Net periodic benefit cost(2,840)(1,967)776 163 265 361 
Net loss (gain) amortization912 279 441 — — (32)
Prior service cost amortization17 15 15 — — — 
Total amortization929 294 456 — — (32)
Net periodic benefit cost$(1,911)$(1,673)$1,232 $163 $265 $329 
The weighted average assumptions used in determining the net periodic benefit cost and benefit obligations for the post-retirement plans are shown below:

Pension BenefitsOther Post-retirement Benefits
Pension Benefits Other Post-retirement Benefits Year Ended December 31,Year Ended December 31,
Year Ended December 31, Year Ended  December 31,Year Ended  December 31, 202120202019202120202019
2018 2017 2016 20182017
Net periodic benefit cost (1):     
Net periodic benefit cost:Net periodic benefit cost:
Discount rate – U.S.3.27% 3.86% 4.11% 3.48%3.63%Discount rate – U.S.1.93%2.83%3.93%2.65 %3.05%4.10%
Discount rate – Foreign1.97% N/A N/A N/ADiscount rate – Foreign0.82%1.24%2.00%N/AN/AN/A
Expected return on plan assets - U.S. (2)7.00% 7.25% 6.75% N/A
Expected return on plan assets - U.S.Expected return on plan assets - U.S.4.50%5.50%6.25%N/AN/AN/A
Expected return on plan assets - Foreign3.53% N/A N/A N/AExpected return on plan assets - Foreign2.20%2.95%3.70%N/AN/AN/A
Rate of compensation increase - U.S.N/A NA N/A N/A
Rate of compensation increase - Foreign3.11% N/A N/A N/ARate of compensation increase - Foreign3.20%3.20%3.15%N/AN/AN/A
Benefit obligations: N/ABenefit obligations:
Discount rate – U.S.3.93% 3.27% 3.86% 4.10%3.48%Discount rate – U.S.2.41%1.93%2.83%2.26 %2.26%3.05%
Discount rate – Foreign2.00% 1.97% N/A N/ADiscount rate – Foreign1.30%0.82%1.24%N/AN/AN/A
Rate of compensation increase - U.S.N/A N/A N/A N/A
Rate of compensation increase - Foreign3.14% 3.11% N/A N/ARate of compensation increase - Foreign3.20%3.20%3.09%N/AN/AN/A
 
(1) 2017 Assumption excludes those that would have been applicable for 21 days of CIRCOR's ownership of FH.
(2) 2017 excludes estimate of return on assets still held in the prior plan which had an expected long-term return on plan assets for the time since acquisition of 6.25% for 2017 for which CIRCOR is entitled to their portion of the return.
 
The amounts reported for net periodic benefit cost and the respective benefit obligation amounts are dependent upon the actuarial assumptions used. The Company reviews historical trends, future expectations, current market conditions, and external data to determine the assumptions. The actuarial assumptions used to determine the net periodic pension cost are based upon the prior year’s assumptions used to determine the benefit obligation.


87





Effective with fiscal year 2018, the Company changed the method used to estimate the service and interest cost components of the net periodic benefit costs for all of its plans in the U.S., U.K., and Germany. The new method uses the spot yield curve approach to estimate the service and interest costs by applying the specific spot rates along the yield curve used to determine the benefit obligations to relevant projected cash outflows. The Company changed to the new method to provide a more precise measure of interest and service costs by more closely correlating the application of the discrete spot yield curve rates with the projected benefit cash flows. Prior to fiscal year 2018, the service and interest costs were determined using a single weighted-average discount rate used to measure the benefit obligation at the measurement date.


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Assumed health care cost trend rates pre-65 trend at December 31, 20182021 and 20172020 were 7.0%7.5% and 5.9%6.5%, respectively. RateThe rate to which the cost trend rate is assumed to decline (the ultimate trend rate) for December 31, 20182021 and 20172020 were 5.0%4.5% and 5.0%4.5%, respectively, and the yearyears that the rate reaches the ultimate trend rate were 20272034 and 2023,2029, respectively. Assumed health care cost trend rates post-65 trend at December 31, 20182021 and 20172020 were 7.0%7.5% and 5.5%6.5%, respectively. RateThe rate to which the cost trend rate is assumed to decline (the ultimate trend rate) for December 31, 20182021 and 20172020 were 5.0%4.5% and 5.25%4.5%, respectively, and the year that the rate reaches the ultimate trend rate were 20272034 and 2021,2029, respectively.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan. A one-percentage point change in assumed health care cost trend rates would have the following pre-tax effects:

  1% Increase 1% Decrease
Effect on total service and interest cost components for the year ended December 31, 2018 54
 (43)
Effect on post-retirement benefit obligation at December 31, 2018 $1,353
 $(1,096)


In selecting the expected long-term return on assets for the qualified and foreign plans, wethe Company considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of these plans. We,It, with input from the plans’ professional investment managers and actuaries, also considered the average rate of earnings expected on the funds invested or to be invested to provide plan benefits. This process included determining expected returns for the various asset classes that comprise the plans’ target asset allocation. This basis for selecting the long-term return on assets is consistent with the prior year. Using generally accepted diversification techniques, the plans’ assets, in aggregate and at the individual portfolio level, are invested so that the total portfolio risk exposure and risk-adjusted returns best meet the plans’ long-term benefit obligations to employees. Plan asset allocations are reviewed periodically and rebalanced to achieve target allocation among the asset categories when necessary. This included considering the pension asset allocation and the expected returns likely to be earned over the life of the plans.



88





The funded status of the defined benefit post-retirement plans and amounts recognized in the consolidated balance sheets, measured as of December 31, 20182021 and December 31, 20172020 were as follows (in thousands):
Pension BenefitsOther Post-retirement Benefits
 December 31,December 31,
 2021202020212020
Change in projected benefit obligation:
Balance at beginning of year$412,834 $382,179 $10,893 $10,193 
Service cost3,235 2,812 3
Interest cost4,019 6,958 160262 
Amendments— 12 — — 
Actuarial (gain) loss (1)(24,873)30,833 (382)828 
Exchange rate (gain) loss(9,597)12,541 0— 
Benefits paid(21,808)(22,501)(430)(393)
Balance at end of year$363,810 $412,834 $10,244 $10,893 
Change in fair value of plan assets:
Balance at beginning of year$247,821 $235,297 $— $— 
Actual return on assets22,375 29,624 — — 
Exchange rate (loss) gain(305)895 — — 
Benefits paid(21,808)(22,501)(430)(393)
Employer contributions4,694 4,506 430 393 
Fair value of plan assets at end of year (2)$252,777 $247,821 $— $— 
Funded status:
Excess of benefit obligation over the fair value of plan assets$(111,033)$(165,013)$(10,244)$(10,893)
Pension plan accumulated benefit obligation (“ABO”)$363,810 $412,834N/AN/A
(1) The changes in benefit obligations were primarily drive by changes in discount rates in both U.S. and foreign obligations.
(2) Refer to table below for further disclosure regarding the fair value of plan assets.

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 Pension Benefits Other Post-retirement Benefits
 December 31, December 31,
 2018 2017 20182017
       
Change in projected benefit obligation:      
Balance at beginning of year$399,638
 $45,300
 $11,685
$
Service cost2,993
 181
 1

Interest cost9,164
 2,158
 336
20
Amendments341
 
 

Actuarial loss (gain)(16,081) 413
 (1,166)263
Exchange rate (gain) / loss(9,661) 5,759
 

Acquisitions
 348,542
 
11,445
Benefits paid(23,060) (2,715) (580)(43)
Settlement payments
 
 

Balance at end of year$363,334
 $399,638
 $10,276
$11,685
Change in fair value of plan assets:      
Balance at beginning of year$247,583
 $31,776
 $
$
Actual return on assets (1)(15,183) 10,374
 (580)
Exchange rate (gain) / loss(2,430) 1,256
 


Acquisitions - Transferred
 28,903
 


Acquisitions - Plan receivable from Colfax
 176,572
 


Benefits paid(23,060) (2,715) 

(43)
Settlement payments
 
 


Employer contributions4,083
 1,417
 580
43
Fair value of plan assets at end of year (2)$210,993
 $247,583
 $
$
Funded status:      
Excess of benefit obligation over the fair value of plan assets$(152,341) $(152,055) $(10,276)$(11,685)
Pension plan accumulated benefit obligation (“ABO”)$363,334
 $399,638
 N/AN/A
       
(1) 2017 includes $2.3 million of plan assets still held in the prior plan at Colfax.
(2) Refer to Note 17, Fair Value for further disclosure regarding our fair value hierarchy assessment.


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The fair values of the Company’s pension plan assets as of December 31, 2021 and 2020 utilizing the fair value hierarchy were as follows (in thousands):
 December 31, 2021December 31, 2020
Measured at Net Asset Value (1)Level 1Level 2Level 3TotalMeasured at Net Asset Value (1)Level 1Level 2Level 3Total
U.S. Plans:
Cash Equivalents:
Money Market Funds$21 $867 $— $— $888 $21 $656 $— $— $677 
Mutual Funds:
Bond Funds$46,956 — — — 46,956 — — — — — 
Comingled Pools:
Opportunistic5,930 — — — 5,930 20,827 — — — 20,827 
Investment Grade105,217 — — — 105,217 59,013 — — — 59,013 
Non-U.S. Equity20,596 — — — 20,596 53,570 — — — 53,570 
U.S. Equity43,067 — — — 43,067 84,186 — — — 84,186 
Global Low Volatility— — — — — 20 — — — 20 
Insurance Contracts— — 815— 815 — — 807 — 807 
Foreign Plans:
Cash— 245 — — 245 — 85— — 85 
Equity— 11,733 — — 11,733 — 11,229 — — 11,229 
Non-U.S. government and corporate bonds— 17,050 — — 17,050 — 17,092 — — 17,092 
Insurance Contracts— — — 280 280 — — 38 277 315 
Other— — — — — — — — 
Total Fair Value$221,787 $29,895 $815 $280 $252,777 $217,637 $29,062 $845 $277 $247,821 
(1) Certain investments that are measured at fair value using NAV have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term.

The following information is presented as of December 31, 20182021 and 20172020 (in thousands):
Pension Benefits Other Post-retirement BenefitsPension BenefitsOther Post-retirement Benefits
2018 2017 201820172021202020212020
Funded status, end of year:     Funded status, end of year:
Fair value of plan assets$210,993
 $247,583
 $
$
Fair value of plan assets$252,777 $247,821 $— $— 
Projected Benefit obligation$(363,334) (399,638) (10,276)
Projected Benefit obligation(363,810)(412,834)(10,244)(10,893)
Net pension liability$(152,341) $(152,055) $(10,276)$
Net pension liability$(111,033)$(165,013)$(10,244)$(10,893)
Post-retirement amounts recognized in the balance sheet consists of:     Post-retirement amounts recognized in the balance sheet consists of:
Non-current asset$1,776
 $1,517
 $
$
Non-current asset$13,799 $2,885 $— $— 
Current liability$(3,494) (2,853) (701)(746)Current liability(3,951)(4,256)(609)(683)
Non-current liability$(150,623) (150,719) (9,575)(10,939)Non-current liability(120,881)(163,642)(9,635)(10,210)
Total$(152,341) $(152,055) $(10,276)$(11,685)Total$(111,033)$(165,013)$(10,244)$(10,893)
Amounts recognized in accumulated other comprehensive income consist of:     
Net losses$28,497
 $13,937
 $(902)$263
Prior service cost (gain)325
 
 

Amounts recognized in accumulated other comprehensive loss consist of:Amounts recognized in accumulated other comprehensive loss consist of:
Net losses (gains)Net losses (gains)$6,375 $45,339 $(437)$(55)
Prior service costPrior service cost308328 — — 
Total28,822
 13,937
 (902)263
Total$6,683 $45,667 $(437)$(55)
     
Estimated future benefit expense to be recognized in other comprehensive income (loss):2019    
Amortization of net losses$521
    
Prior service cost15
    
Total$536
 

 

 
 
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As of December 31, 2018,2021, the benefit payments expected to be paid in each of the next five years and the aggregate for the five fiscal years thereafter were as follows (in thousands):
20222023202420252026Thereafter
Pension Benefits - All Plans$22,132 $21,777 $21,430 $20,926 $20,433 $93,400 
Other Post-retirement Benefits6095915665565402,437 
Expected benefit payments$22,741 $22,368 $21,996 $21,482 $20,973 $95,837 

 2019 2020 2021 2022 2023 2024-2028
Pension Benefits - All Plans$23,249
 $23,093
 $22,912
 $22,656
 $22,402
 $105,518
Other Post-retirement Benefits701
 668
 662
 636
 622
 2,854
Expected benefit payments$23,950
 $23,761
 $23,574
 $23,292
 $23,024
 $108,372
(15)(17)    Contingencies, Commitments and Guarantees
 
Legal Proceedings
We areThe Company is subject to various legal proceedings and claims pertaining to matters such as product liability or contract disputes, including issues that may arise under certain customer contracts with aerospace and defense customers.  We aredisputes. The Company is also subject to other proceedings and governmental inquiries, inspections, audits or investigations pertaining to issues such as tax matters, patents and trademarks, pricing, contractual issues, business practices, governmental regulations, employment and other matters. Although the results of litigation and claims cannot be predicted with certainty, we believethe Company expects that the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, individually or in the aggregate, on ourits business, financial condition, results of operations or liquidity.

On February 21, 2018, the Company entered into a mediated settlement regarding a wage and hour action in California by a former employee. In October 2016, the plaintiff alleged non-compliance with California State labor law, including missed or late meal breaks, for hourly employees of CIRCOR Aerospace, Inc. in Corona, California. The total settlement amount of $2.4 million was initially recorded as a liability as of December 31, 2017.  This settlement resolves all wage/hour claims by all potentially affected employees through the settlement date and was approved by the California Superior Court during 2018. The Company expects to make payment during the second quarter of 2019.


Asbestos-related product liability claims continue to be filed against two of ourthe Company's subsidiaries: Spence Engineering Company, Inc. (“Spence”), the stock of which we acquired in 1984; and CIRCOR Instrumentation Technologies, Inc. (f/k/a Hoke, Inc.)

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(“Hoke”), the stock of which wethe Company acquired in 1998.1998 and Spence Engineering Company, Inc., the stock of which the Company acquired in 1984. The Hoke subsidiary was divested in January 2020 through the sale of the I&S business. However, the Company has indemnified the buyer for asbestos-related claims that are made against Hoke. Due to the nature of the products supplied by these entities, the markets they serve and ourthe Company's historical experience in resolving these claims, we dothe Company does not expect that these asbestos-related claims will have a material adverse effect on the financial condition, results of operations or liquidity of the Company.


During the second quarter of 2021 the Company was notified of a contract termination by one of its Industrial segment customers. The basis for termination is under dispute and the ultimate outcome of this matter is uncertain. During the fourth quarter of 2021 the Company recorded a full allowance against the outstanding receivables resulting in a charge of $6.3 million. The Company also has outstanding guarantees of its performance under the contract in the aggregate amount of $3.4 million. Further, the Company is exposed to claims from sub-contractors for contract termination. The Company has received claims from sub-contractors and has accrued an additional $1.6 million in charges during the fourth quarter of 2021 as its best estimate of probable loss. Should the negotiations or settlement process be unfavorable for the Company, the Company may be unable to collect the outstanding receivables, be exposed to risk of loss on the outstanding performance guarantees, additional claims from sub-contractors, losses in excess of amounts accrued on claims from subs-contractors and potential future claims should any be asserted.


Standby Letters of Credit


We executeThe Company executes standby letters of credit, which include bank guarantees, bid bonds, and performance bonds, in the normal course of business to ensure ourits performance or payments to third parties. The aggregate notional value of these instruments was $70.7$32.5 million at December 31, 20182021 of which $35.6$24.7 million were syndicated under the Credit Agreement and $39.3 million at December 31, 2020 of which $30.4 million were syndicated under the Credit Agreement. OurBased on the Company's historical experience with these types of instruments has been good and no claims have been paid in the current or past several fiscal years. We believe that the likelihood of demand for payments relatingCompany does not expect potential obligations to the outstanding instruments is remote.be material to its financial position. These instruments generally have expiration dates ranging from less than 1 month to 5 years from December 31, 2018.2021.


The following table contains informationDuring May 2022, a Russian customer drew on a letter of credit related to standby lettersan equipment system in the amount of credit instruments outstanding as of December 31, 2018 (in thousands):$3.9 million, which the Company funded. The Company is contesting the draw and is pursuing actions to recover this amount from the customer.

Term Remaining
Maximum Potential
Future Payments
0–12 months$48,740
Greater than 12 months21,928
Total$70,668

Operating LeaseCommercial Contract Commitments

Rental expense under operating lease commitments amounted to $9.5 million, $6.4 million and $5.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. Minimum rental commitments due under non-cancelable operating leases, primarily for office and warehouse facilities, were as follows at December 31, 2018 (in thousands):
 2019 2020 2021 2022 2023 Thereafter
Minimum lease commitments$9,481
 $6,303
 $4,573
 $3,345
 $2,540
 $6,032
 
Commercial Contract Commitment
As of December 31, 2018, we2021, the Company had approximately $118.3$90.0 million of commercial contract commitments related to open purchase orders.


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Insurance
 
We maintainThe Company maintains insurance coverage of a type and with such limits as we believeit believes are customary and reasonable for the risks we faceit faces and in the industries in which we operate.it operates. While many of ourits policies do contain a deductible, the amount of such deductible is typically not material. OurThe accruals for insured liabilities are not discounted and take into account these deductibles and are based on claims filed and reported as well as estimates of claims incurred but not yet reported.

Restatement of Prior Period Financial Statements and Non-Timely Filing of Financial Statements
(16)
As described in Note 2, Restatement of Previously Issued Consolidated Financial Statements, the Company discovered accounting irregularities in its Pipeline Engineering business going back to 2017. The Company conducted an investigation into the accounting irregularities at the Pipeline Engineering business and is restating its consolidated financial statements for the annual periods of 2020 and 2019, interim and year to date periods for 2020 and interim and year to date periods for the nine months ended October 3, 2021.

The Company was unable to timely file its Annual Report on Form 10-K for 2021 and Quarterly Report on Form 10-Q for the first quarter of 2022 with the Securities and Exchange Commission ("the SEC"). The discovery of accounting irregularities, restatement of prior period financial statements and non-timely filing of financial statements could expose the Company to future claims and losses. The Company has self-reported the identified accounting irregularities at the Pipeline Engineering business to the SEC and the Company continues to respond to requests for information from the SEC.


(18)    Guarantees and Indemnification obligationsObligations
 
As permitted under Delaware law, we havethe Company has agreements whereby we indemnifyit indemnifies certain of our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments wethe Company could be required to make under these indemnification agreements is unlimited. However, we havethe Company has directors and officers’officers liability insurance policies that limit our exposure for events covered under the policies and should enable us to recover a portion of any future amounts paid. As a result of the coverage under these insurance policies, we believethe Company believes the estimated fair value of these indemnification agreements is minimal and, therefore, have no liabilities recorded from those agreements as of December 31, 2018.2021.
We recordThe Company records provisions for the estimated cost of product warranties, primarily from historical information, at the time product revenue is recognized. While we engagethe Company engages in extensive product quality programs and processes, our warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to us. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from our estimates, revisions to the estimated warranty liability

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would be required. Our warranty liabilities are included in accrued expenses and other current liabilities on our consolidated balance sheets.
 
The following table sets forth information related to our product warranty reserves for the years ended December 31, 20182021 and 20172020 (in thousands):
 December 31,
 20212020
Balance beginning January 1$2,206 $1,642 
Provisions3,629 2,825 
Claims settled(3,040)(2,313)
Currency translation adjustment(56)52 
Balance ending December 31$2,739 $2,206 
 December 31,
 2018 2017
Balance beginning January 1$4,623
 $4,559
Provisions2,854
 2,590
Claims settled(2,946) (4,508)
Acquired reserves/other(347) 1,759
Currency translation adjustment(134) 223
Balance ending December 31$4,050
 $4,623


Warranty obligations of $4.1 million forFor the year ended December 31, 2018 decreased $0.5 million from $4.6 million for the year ended December 31, 2017. Decreases2021, increases in warranty obligations were primarily driven by provisions and claims settled within certainour Refinery Valves, Industrial Pumps North America, and Industrial Pumps EMEA businesses.

(17)    Fair Value
Financial Instruments

The company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.



92
148






The fair values of the Company’s pension plan assets as of December 31, 2018 and 2017, utilizing the fair value hierarchy were as follows (in thousands):
  December 31, 2018 December 31, 2017
  Measured at Net Asset Value (1, 3)Level 1Level 2Total Measured at Net Asset Value (1, 2)Level 1Level 2Total
U.S. Plans:          
Cash Equivalents:          
Money Market Funds $3,831
$
$
$3,831
  $237
 $237
Mutual Funds:          
Bond Funds 



 



Large Cap Funds 



 



International Funds 20,295


20,295
 4,838


4,838
Small Cap Funds 



 



Blended Funds 



 



Mid Cap Funds 



 



Comingled Pools:    

     
Opportunistic 15,461


15,461
 3,106


3,106
Investment Grade 51,340


51,340
 10,664


10,664
Non-U.S. Equity 17,432


17,432
 4,730


4,730
U.S. Equity 70,059


70,059
 14,773


14,773
Global Low Volatility $5,400
$

5,400
 



Foreign Plans:          
Cash 

22

22
 
518

518
Equity 8,623



8,623
 10,499

184
10,683
Non-U.S. government and corporate bonds 13,569



13,569
 15,146

669
15,815
Insurance Contracts 240


3,542
3,782
 306

2,932
3,238
Other  

368
368
 
38

38
Total Fair Value $206,250
$22
$3,910
$210,182
 $64,062
$793
$3,785
$68,640
           
(1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”) have not been classified in the fair value hierarchy. These investments, consisting of common/collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund, that are traded in an active market, less its liabilities. These investments are able to be redeemed in the near-term.
(2) $179 million of pension plan asset receivable was excluded from the December 31, 2017 leveling table above as CIRCOR did not yet control the assets. The fair value was determined based on CIRCOR's percent of Colfax U.S. pension plan assets which were valued by Colfax using NAV as described in (1).
(3) $0.8 million of pension plan asset receivable was excluded from the FY'18 leveling table above as CIRCOR did not yet control the assets.


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The fair value of the Company’s assets which are to be reimbursed to Colfax for 2018 pension benefits paid, expenses and investment return on those payments were as follows (in thousands):

  December 31, 2018
  Measured at Net Asset Value (1)Level 1Level 2Total
Investments owed to Colfax:     
Cash Equivalents:     
Money Market Funds $2,852
$
$
$2,852

The fair value measurements of the Company's financial instruments as of December 31, 2018 are summarized in the table below:

 Significant Other Observable Inputs
 Level 2
Derivatives$(1,969)

The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments. Cash equivalents are carried at cost which approximates fair value at the balance sheet date and is a Level 1 financial instrument. The Company's outstanding debt balances are characterized as Level 2 financial instruments. As of December 31, 2018, the fair value of our gross term loan debt (before netting debt issuance costs) was $735.7 million, or $41.4M below our carrying cost of $777.1 million. As of December 31, 2017, the outstanding balance of the Company’s debt approximated fair value based on current rates available to the Company for debt of the same maturity.

Effective April 12, 2018, the Company entered into an interest rate swap pursuant to an International Swaps and Derivatives Association ("ISDA") Master Agreement with Citizens Bank, National Association ("interest rate swap").  The four-year interest rate swap has a fixed notional value of $400.0 million with a 1% LIBOR floor and a maturity date of April 12, 2022. The fixed rate of interest paid by the Company is comprised of our current credit spread of 350 basis points plus 2.6475% for a total interest rate of 6.1475%. The ISDA Master Agreement, together with its related schedules, contain customary representations, warranties and covenants. This hedging agreement was entered into to mitigate the interest rate risk inherent in the Company’s variable rate debt and is not for speculative trading purposes.

The Company has designated the interest rate swap as a qualifying hedging instrument and is treating it as a cash flow hedge for accounting purposes pursuant to ASC 815, Derivatives and Hedging. The net fair value of the interest rate swap was $(2.0) million and is recorded in Accrued Expenses and Other Current Liabilities of $0.5 million and Other Non-Current Liabilities of $1.5 million on our condensed consolidated balance sheet as of December 31, 2018. The unrealized loss recognized in other comprehensive loss was $2.0 million for the twelve months ended December 31, 2018. The realized loss of $1.6 million was reclassified from other comprehensive loss to interest expense as interest expense was accrued on the swap during the twelve months ended December 31, 2018. Amounts expected to be reclassified from other comprehensive income into interest expense in the coming 12 months is a loss of $0.6 million. Interest expense (including the effects of the cash flow hedges) related to the portion of the Company's term loan subject to the aforementioned interest-rate swap agreement was $23.8 million for twelve months ended December 31, 2018.

Foreign Currency Contracts
The Company is exposed to certain risks relating to its ongoing business operations including foreign currency exchange rate risk and interest rate risk. The Company currently uses derivative instruments to manage foreign currency risk on certain business transactions denominated in foreign currencies. To the extent the underlying transactions hedged are completed, these forward contracts do not subject us to significant risk from exchange rate movements because they offset gains and losses on the related foreign currency denominated transactions. These forward contracts do not qualify as hedging instruments and, therefore, do not qualify for fair value or cash flow hedge treatment. Any gains and losses on our contracts are recognized as a component of other expense in our consolidated statements of income.

94




As of December 31, 2018 and December 31, 2017, we had no forward contracts. Our foreign currency forward contracts fall within Level 2 of the fair value hierarchy, in accordance with ASC Topic 820. The foreign exchange (gains)/losses for the year ended December 31, 2018, 2017 and 2016 were $0.0 million, $0.1 million, and $(0.6) million, respectively, and are included in other (income) expense in our consolidated statements of income.

(18)(19)    Business Segment and Geographical Information


OurThe Company's reportable segments have been identified in accordance with ASC Topic 280-10-50 through ourits evaluation of how the Companyit engages in business activities to earn revenues and incur expenses, which operating results are regularly reviewed by ourits chief operating decision maker (“CODM”) to assess performance and make decisions about resources to be allocated, and the availability of discrete financial information. CIRCOR’s reportable segments are generally organized based upon the end markets we sell our productit sells its products and services into. No individual operating segments have been aggregated for purposes of determining ourthe reportable segments.

Effective January 1, 2018, we realigned our businesses with end markets to simplify the business, clarify customer and channel relationships and help us exploit growth synergy opportunities across the organization. Our The reporting segments are Industrial and Aerospace & Defense.

During the quarter ended March 29, 2020, the Company divested its Instrumentation & Sampling business, which was previously part of the Energy segment. In light of this divestiture, effective March 29, 2020, the Company realigned its segments by eliminating the Energy segment and moving the remaining businesses into the Industrial segment. Following the realignment the new reporting segments are Industrial and Aerospace & Defense in the first quarter of 2020, which is the level at which the CODM regularly reviews operating results and Industrial. The Energy segment remains unchanged except for the addition of Reliability Services, a business from the FH acquisition. The Aerospace & Defense segment includes the Aerospace business out of our previous Advanced Flow Solutions segment, as well as the Pumps Defense business of Fluid Handling. The Industrial segment includes the remaining portion of Fluid Handling as well as the industrial solutions and power and process businesses (mainly control valves) that were part of Advanced Flow Solutions. In addition, a number of smaller product lines were realigned as part of this change to better manage and serve our customers.makes resource allocation decisions. The current and prior periods are reported under thethis new segment structure.


Each reporting segment is individually managed, as each requires different technology and marketing strategies, and has separate financial results that are reviewed by ourthe Company's CODM. OurThe CODM evaluates segment performance and determines how to allocate resources utilizing, among other data, segment operating income. Segment operating income excludes special and restructuring charges, net. In addition, certain administrative expenses incurred at the corporate level for the benefit of the reporting segments are allocated to the segments based upon specific identification of costs, employment related information or net revenues. Each segment contains related products and services particular to that segment.


Corporate is reported on a net “after allocations” basis. Inter-segment intercompany transactions affecting net operating profit have been eliminated within the respective reportable segments.


The amounts reported in the Corporate expenses line item in the following table consists primarily of the following: compensation and fringe benefit costs for executive management and other corporate staff; Board of Director compensation; corporate development costs (relating to mergers and acquisitions); human resource development and benefit plan administration expenses; legal, accounting and other professional and consulting costs; facilities, equipment and maintenance costs; and travel and various other administrative costs related to ourthe corporate office and respective functions. The above costs are incurred in the course of furthering the business prospects of the Company and relate to activities such as: implementing strategic business growth opportunities; corporate governance; risk management; tax; treasury; investor relations and shareholder services; regulatory compliance; strategic tax planning; and stock transfer agent costs.


OurThe Company's CODM evaluates segment operating performance using segment operating income. Segment operating income is defined as GAAP operating income excluding intangible amortization and amortization of fair value step-ups of inventory and fixed assets from acquisitions completed subsequent to December 31, 2011, the impact of restructuring related inventory write-offs, impairment charges and special charges or gains. The Company also refers to this measure as adjusted operating income. The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitate comparison of performance for determining incentive compensation achievement.

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The following table presents certain reportable segment information (in thousands):
As Restated
As of and for the year ended December 31,As of and for the year ended December 31,As of and for the year ended December 31,
202120202019
Net revenues
Industrial$506,126 $499,209 $684,637 
Aerospace & Defense252,541 266,010 272,625 
Consolidated revenues$758,667 $765,219 $957,262 
Segment income
Aerospace & Defense - Segment Operating Income56,073 58,379 52,030 
Industrial - Segment Operating Income28,896 27,025 83,058 
Corporate expenses(30,638)(30,378)(33,820)
Subtotal54,331 55,026 101,268 
Special restructuring charges, net4,234 4,945 5,186 
Special other charges (recoveries), net20,038 (39,248)16,362
Special and restructuring charges (recoveries), net24,272 (34,303)21,548 
Restructuring related inventory charges (recoveries), net599 (251)(820)
Acquisition amortization41,772 42,463 45,715 
Acquisition depreciation6,511 3,986 4,352 
Impairment charges10,500 138,078 — 
Restructuring, impairment and other cost, net59,382 184,276 49,247 
Consolidated operating (loss) income(29,323)(94,947)30,473 
Interest expense, net32,365 34,219 48,609 
Other (income), net(3,826)(1,594)(878)
(Loss) from continuing operations before income taxes$(57,862)$(127,572)$(17,258)
Identifiable assets
Industrial$1,256,974 $1,328,179 $1,764,326 
Aerospace & Defense464,964 451,612 431,905 
Corporate(702,640)(696,934)(733,720)
Consolidated identifiable assets$1,019,298 $1,082,857 $1,462,511 
Capital expenditures
Industrial$9,502 $6,928 $7,468 
Aerospace & Defense4,608 4,400 4,376 
Corporate467 466 1,074 
Consolidated capital expenditures$14,577 $11,794 $12,918 
Depreciation and amortization
Industrial$52,532 $50,961 $57,576 
Aerospace & Defense11,973 12,492 11,531 
Corporate653 610 529 
Consolidated depreciation and amortization$65,158 $64,063 $69,636 
 2018 2017 2016
Net revenues     
Energy$451,232
 $339,617
 $305,939
Aerospace & Defense237,017
 182,983
 166,127
Industrial487,576
 139,110
 118,193
Consolidated revenues$1,175,825
 $661,710
 $590,259

95




      
Segment income     
Energy - Segment Operating Income$33,496
 $30,131
 $32,651
Aerospace & Defense - Segment Operating Income36,047
 23,375
 15,368
Industrial - Segment Operating Income57,340
 19,932
 20,056
Corporate expenses(30,299) (21,744) (25,672)
Subtotal96,584
 51,694
 42,403
Special restructuring charges, net12,752
 6,062
 8,975
Special other charges, net11,087 7,989 8,196
Special and restructuring charges, net23,839
 14,051
 17,171
Restructuring related inventory charges2,402
 
 2,846
Amortization of inventory step-up6,600
 4,300
 1,365
Impairment charges
 
 202
Acquisition amortization47,310
 12,542
 9,901
Acquisition depreciation7,049
 233
 
Brazil restatement impact
 
 
Restructuring and other cost, net63,361
 17,075
 14,314
Consolidated Operating Income9,384
 20,568
 10,918
Interest Expense, net (a)52,913
 10,777
 3,310
Other Expense (Income), net (a)(7,435) 3,678
 (2,072)
Income from continuing operations before income taxes$(36,094) $6,113
 $9,680
      
Identifiable assets     
Energy$882,630
 $837,492
 $463,359
Aerospace & Defense399,102
 375,094
 486,369
Industrial1,279,048
 1,408,217
 
Corporate$(769,168) (714,004) (279,813)
Consolidated Identifiable assets$1,791,612
 $1,906,799
 $669,915
      
Capital expenditures     
Energy$7,448
 $3,840
 $3,902
Aerospace & Defense4,739
 3,400
 4,441
Industrial9,813
 5,928
 4,094
Corporate1,787
 1,378
 1,775
Consolidated Capital expenditures$23,787
 $14,546
 $14,212
      
Depreciation and amortization     
Energy$16,482
 $12,518
 $7,102
Aerospace & Defense10,937
 4,325
 15,624
Industrial49,939
 11,881
 
Corporate750
 1,313
 1,209
Consolidated Depreciation and amortization$78,108
 $30,037
 $23,935


The total assets for each reportable segment have been reported as the Identifiable Assets for that segment, including inter-segment intercompany receivables, payables and investments in other CIRCOR companies. Identifiable assets reported in Corporate include both corporate assets, such as cash, deferred taxes, prepaid and other assets, fixed assets, as well as the elimination of all inter-segment intercompany assets. The elimination of intercompany assets results in negative amounts
150



reported in Corporate for Identifiable Assets. Corporate Identifiable Assets after elimination of intercompany assets were $23.8$13.6 million, $15.6$12.1 million, and $50.5$18.9 million as of December 31, 2018, 20172021, 2020, and 2016,2019, respectively.

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The following tables present net revenue and long-lived assets by geographic area. The net revenue amounts are based on shipments to each of the respective areas.areas (in thousands).
 Year Ended December 31,As Restated
Net revenues by geographic area202120202019
United States$309,475 $340,705 $411,941 
Germany90,407 81,315 96,232 
France38,777 36,616 49,724 
China36,759 27,036 32,779 
United Kingdom32,341 33,439 36,760 
Canada16,421 18,413 25,963 
Norway10,391 12,765 23,045 
Saudi Arabia5,375 5,628 5,110 
Russia5,179 4,893 5,138 
Rest of Europe85,107 82,417 109,854 
Rest of Asia-Pacific89,186 80,112 104,404 
Other39,249 41,880 56,312 
Total net revenues$758,667 $765,219 $957,262 
 Year Ended December 31,
Net revenues by geographic area (in thousands)2018 2017 2016
United States$535,008
 $324,204
 $232,650
France48,346
 41,584
 42,908
Germany97,771
 32,480
 26,451
Canada45,919
 28,703
 32,750
Saudi Arabia10,037
 28,626
 68,693
United Kingdom37,154
 26,872
 27,579
China35,735
 16,875
 11,157
Norway29,523
 13,462
 21,668
Rest of Europe106,105
 56,638
 32,460
Rest of Asia-Pacific102,131
 55,265
 39,808
Other128,096
 37,001
 54,135
Total net revenues$1,175,825
 $661,710
 $590,259


 December 31,
Long-lived assets by geographic area20212020
United States$78,472 $83,205 
Germany48,228 54,106 
UK9,781 10,511 
India7,196 7,698 
France3,621 3,274 
Other7,163 7,228 
Total long-lived assets$154,461 $166,022 

 December 31,
Long-lived assets by geographic area (in thousands)2018 2017
United States$129,527
 $130,587
Germany41,852
 42,651
UK11,330
 12,592
India8,535
 7,618
Italy3,999
 5,213
Mexico3,689
 2,853
France3,271
 3,851
Netherlands2,291
 2,823
Other5,325
 9,351
Total long-lived assets$209,819
 $217,539

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(19)    Subsequent Event

In January 2019, the Company announced the sale of its Reliability Services ("RS") business to an affiliate of RelaDyne LLC, a leading provider of lubricants and industrial reliability services, for approximately $85 million in cash, on a cash-free, debt-free basis. The RS business provides critical lubrication and flushing services, and oil misting equipment to customers in the Oil & Gas, Petrochemical, Power Generation, Industrial and Navy markets. The RS business was acquired as part of the December 2017 fluid handing acquisition and was previously reported within the Energy segment As of December 31, 2018,the RS business is collapsed as "held for sale" with the current assets and current liabilities section of our balance sheet. We anticipate recording a special gain on the RS sale during the first quarter of 2019 in the range of $4.0 million to $8.0 million.

The divestiture is in line with CIRCOR's strategy to focus on its core mission-critical flow control platform and underscores its commitment to strengthening its balance sheet. The Company expects to use the net proceeds from the sale to pay down outstanding debt.

(20)    Other (Income) Expense, Net
 
The following table outlines other (income) expense, net (in thousands):

 Year Ended December 31,As Restated
 202120202019
Pension - Interest cost$4,019 $6,958 $10,061 
Pension - Expected return on assets(10,094)(11,737)(11,979)
Foreign Currency Translations898 1,745 (437)
Other1,351 1,440 1,477 
Other (income), net$(3,826)$(1,594)$(878)



151

 December 31,
 2018 2017
Pension - Interest cost$9,164
 $
Pension - Expected return on assets(15,418) 
Foreign Currency Translations(1,840) 2,136
Other659
 1,542
Other (income) expense, net$(7,435) $3,678



(21)    Accumulated Other Comprehensive Loss

The following table summarizes the changes in accumulated other comprehensive loss, net of tax, which is reported as a component of total shareholders' equity, for the years ended December 31, 2021, 2020, and 2019 (in thousands):
Foreign Currency Translation AdjustmentsPension, netDerivativeTotal
Balance as of December 31, 2018 (As Restated)$(49,083)$(19,115)$(1,516)$(69,714)
Other comprehensive (loss)(5,443)(398)(5,390)(11,231)
Balance as of December 31, 2019 (As Restated)(54,526)(19,513)(6,906)(80,945)
Other comprehensive (loss) income4,466 (13,846)1,196 (8,184)
Balance as of December 31, 2020 (As Restated)(50,060)(33,359)(5,710)(89,129)
Other comprehensive income (loss)(4,372)38,303 6,398 40,329 
Balance as of December 31, 2021$(54,432)$4,944 $688 $(48,800)

During the first quarter of 2019, an immaterial error was identified in the Company's calculation of currency translation adjustments related to goodwill, intangible assets and property, plant and equipment acquired in the FH acquisition. This error impacted other comprehensive income (loss). Specifically, other comprehensive income (loss) was overstated by $2.2 million for fiscal 2018, and understated by $2.2 million for the first quarter of 2019. The Company determined that these adjustments were not material to the prior periods or the Company's 2018 goodwill impairment analyses. These items were adjusted in 2019.

(22)    Subsequent Events

On January 1, 2018, we adopted19, 2022, Scott Buckhout stepped down from his position as President and Chief Executive Officer effective immediately. Also on January 28, 2022, Mr. Buckhout stepped down from his position on the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715)Company’s Board of Directors effective immediately.

On January 28, 2022, Mr. Buckhout and the Company entered into an agreement and release (the “Buckhout Release Agreement”). Under the terms of the Buckhout Release Agreement and in accordance with his previously disclosed severance agreement dated April 9, 2013 (the “Buckhout Severance Agreement”), which amendsMr. Buckhout will receive (a) $810,000, an amount equal to one year of his base salary, (b) $891,000, an amount equal to 100% of his annual target bonus, and (c) a lump sum, subject to certification by the presentation requirementsCompensation Committee of service costthe Board of Directors, of the amount earned under the Company’s 2021 Short Term Incentive Plan based on the Company’s actual performance against performance measures and other componentsweightings and Mr. Buckhout’s annual bonus target. In addition, pursuant to the Buckhout Release Agreement the Company shall cause to vest 35,602 of Mr. Buckhout’s unvested restricted stock units (RSUs), while Mr. Buckhout forfeited 48,389 RSUs. Mr. Buckhout had 24,177 Performance-Based Restricted Stock Units (PSU’s) vest on December 31, 2021, with the final settled share amount to be determined based on company performance in accordance with the terms of the award agreement. His remaining PSUs were forfeited. The Buckhout Severance Agreement also provides for the payment of up to 12 months of medical and dental COBRA coverage for Mr. Buckhout. Under the Buckhout Release Agreement, Mr. Buckhout released the Company from any claims and liabilities. Also on January 19, 2022, the Board appointed Aerospace & Defense Group President Tony Najjar as Chief Operating Officer of the Company and named him as the Company’s Interim President and Chief Executive Officer.

In February 2022, the Company entered into an agreement for the sale of a facility of a previously divested business, where the net benefit costcarrying value of the facility is approximately $0.7 million. The Company closed on the transaction on May 12, 2022 and received net cash proceeds in the income statement. Service costs are recorded withinamount of $7.1 million.

On April 8, 2022, the selling, general,Company amended the New Credit Agreement ("First Amendment") dated as of December 20, 2021. The First Amendment makes certain changes to the New Credit Agreement, including, among other things, (i) extending the deadline for the Company to deliver its annual financial statements for the fiscal year ended December 31, 2021 to May 31, 2022, (ii) increasing the interest rate margins for (a) the term loan facility to 5.50% with respect to Eurodollar loans, (b) the revolving facility to 4.75% with respect to Eurodollar loans and administrative caption(c) the swing line facility to 3.75%, (iii) in the event of our consolidated income statement,a step-down in the debt ratings of the facilities, increasing the interest rate margins for the term loan facility by an additional 0.50% during any such step-down period, (iv) decreasing certain debt, lien, investment, restricted payment and affiliate transaction baskets and negative covenant thresholds by 15%, (v) further decreasing or eliminating the use of certain debt, lien, investment and restricted payment baskets until the Company is able to deliver its annual financial statements for the fiscal year ended December 31, 2021, (vi) eliminating the minimum threshold and reinvestment rights with respect to mandatory prepayments of
152



the term loans with the net cash proceeds of sale-leaseback transactions, subject to certain exceptions, (vii) restricting the Company’s ability to borrow swing loans or revolving loans if the aggregate amount of cash and cash equivalents of the Company and its domestic subsidiaries exceeds $10.0 million and creating a requirement to prepay outstanding swing loans and revolving loans with any such excess, in each case, during the Restricted Period, (viii) resetting the “soft call” prepayment premium for 12-months from Amendment date, and (ix) requiring the Company to hold private-side lender calls twice upon request of the Administrative Agent during the Restricted Period and promptly after the delivery of all quarterly and annual financial statements. In connection with the execution of the First Amendment, the Company paid approximately $12.5 million in customary arranger and lender consent fees, attorney fees, and reasonable and documented expenses of the Administrative Agent.

On May 27, 2022, the Company further amended the New Credit Agreement, as amended ("Second Amendment"). The Second Amendment makes certain changes to the Credit Agreement, including, among other things, (i) extending the deadline for the Company to deliver its audited financial statements for the fiscal year ended December 31, 2021 to July 30, 2022, (ii) extending the deadline for the Company to deliver its quarterly financial statements for the fiscal quarter ended April 3, 2022 to July 30, 2022, (iii) extending the deadline for the Company to deliver its quarterly financial statements for the fiscal quarter ending July 3, 2022 to September 30, 2022, and (iv) requiring the Company to hold private-side lender calls once per month upon request of the Administrative Agent during the period beginning on the Effective Date and ending on the last day of the Restricted Period, and promptly after the delivery of all quarterly and annual financial statements. In connection with the execution of the Second Amendment, the Company paid approximately $4.2 million in customary arranger and lender consent fees, attorney fees, and reasonable and documented expenses of the Administrative Agent

On April 8, 2022 the Company completed a sale-leaseback transaction for its Tampa, Florida facility. For the sale of the land and building the Company received net proceeds of $19.3 million in cash. Concurrent with the sale the Company leased back the facility at market for an initial lease term of 5 years with an option to renew for an additional term of 5 years. The Company will account for the transaction during the second quarter of 2022, and while the other componentsCompany has not completed its accounting analysis it currently expects the sale-leaseback transaction to qualify as sale resulting in derecognition of net benefit cost are recordedthe facility and an operating lease for the leaseback transaction.

In the second quarter of 2022 the Company substantially completed the exit of its Pipeline Engineering business. On April 14, 2022 the Company placed the Catterick, UK entity of the Pipeline Engineering business into Administration under the U.K. Insolvency Act of 1986 and the Insolvency (England and Wales) Rules 2016 (IR 2016). Further, the Company has substantially completed the exit of the Houston, Texas and Dubai locations of the Pipeline Engineering Business. Upon placing the Catterick, UK entity into Administration in the other expense (income),second quarter of 2022, the Company expects to deconsolidate the subsidiary under the provisions of ASC Topic 810, Consolidation. The exit of the Pipeline Engineering business will result in certain cash and non-cash charges in the first quarter and second quarter of 2022, the accounting for which is in process. The net captionassets of our consolidated income statement. Refer tothe Pipeline Engineering Business at December 31, 2021 approximate $7.0 million.


(23)    Quarterly Financial Information (Unaudited)

As further described in Note 2, Summarythe previously reported financial information for the quarters ended April 4, 2021 and March 29, 2020, July 4, 2021 and June 28, 2020 and October 3, 2021 and September 27, 2020, have been restated. Relevant restated financial information for the first, second and third quarters of Significant Accounting Policies,fiscal 2021 and 2020 is included in this Annual Report on Form 10-K in the tables that follow. As part of the restatement, the Company recorded adjustments to correct the uncorrected misstatements in the impacted periods. Descriptions of the restatement references (a), (b), and (c) can be found in Note 2. The unaudited interim financial statements reflect all adjustments which are, in the opinion of management, necessary for further detailsa fair statement of adopting ASU 2017-07.


the results for the interim periods presented. Restated amounts are computed independently each quarter; therefore, the sum of the quarterly amounts may not equal the total amount for the respective year due to rounding.
98
153




CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(UNAUDITED)
 As Restated
 April 4,
2021
July 4,
2021
October 3,
2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$64,837 $58,862 $58,013 
Trade accounts receivable, net98,609 89,351 86,505 
Inventories134,398 135,005 130,376 
Prepaid expenses and other current assets92,475 99,104 109,055 
Total Current Assets390,319 382,322 383,949 
PROPERTY, PLANT AND EQUIPMENT, NET161,811 159,187 156,589 
OTHER ASSETS:
Goodwill135,253 135,014 134,152 
Intangibles, net337,864 328,957 315,452 
Deferred income taxes820 847 813 
Other assets42,024 37,289 40,265 
TOTAL ASSETS$1,068,091 $1,043,616 $1,031,220 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$67,425 $68,144 $73,731 
Accrued expenses and other current liabilities68,761 74,735 76,250 
Accrued compensation and benefits32,271 30,580 33,237 
Short-term borrowings and current portion of long-term debt1,604 1,353 1,426 
Total Current Liabilities170,061 174,812 184,644 
LONG-TERM DEBT525,573 512,375 507,093 
DEFERRED INCOME TAXES24,026 24,519 23,770 
PENSION LIABILITY, NET156,746 156,501 152,322 
OTHER NON-CURRENT LIABILITIES53,022 53,224 42,135 
COMMITMENTS AND CONTINGENCIES (NOTE 16)000
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; $— shares issued and outstanding— — — 
Common stock, $0.01 par value; 29,000,000 shares authorized; 21,543,496, 21,620,528 and 21,627,259 shares issued at April 4, 2021, July 4, 2021 and October 3, 2021, respectively216 216 217 
Additional paid-in capital451,858 452,512 453,761 
(Accumulated deficit) retained earnings(148,239)(167,022)(169,652)
Common treasury stock, at cost (1,372,488 shares at April 4, 2021, July 4, 2021 and October 3, 2021)(74,472)(74,472)(74,472)
Accumulated other comprehensive loss, net of tax(90,700)(89,049)(88,598)
Total Shareholders’ Equity138,663 122,185 121,256 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,068,091 $1,043,616 $1,031,220 



154




(21)    Quarterly Financial InformationCIRCOR INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
Summary Quarterly Data — Unaudited(in thousands, except share and per share data)
(UNAUDITED)
 As Restated
 March 29, 2020June 28,
2020
September 27, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$163,609 $117,719 $63,429 
Trade accounts receivable, net113,648 113,227 97,705 
Inventories143,420 147,829 142,667 
Prepaid expenses and other current assets85,370 99,150 101,277 
Assets held for sale26,617 — — 
Total Current Assets532,664 477,925 405,078 
PROPERTY, PLANT AND EQUIPMENT, NET165,476 166,029 165,562 
OTHER ASSETS:
Goodwill129,978 135,369 136,566 
Intangibles, net368,519 363,087 357,038 
Deferred income taxes44,536 55,170 4,695 
Other assets32,337 36,501 42,116 
TOTAL ASSETS$1,273,510 $1,234,081 $1,111,055 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$76,115 $70,407 $64,538 
Accrued expenses and other current liabilities102,840 114,325 92,906 
Accrued compensation and benefits25,865 27,465 28,546 
Liabilities held for sale26,617 — — 
Short term borrowings and current portion of long-term debt1,276 1,341 1,154 
Total Current Liabilities232,713 213,538 187,144 
LONG-TERM DEBT588,958 578,613 527,721 
DEFERRED INCOME TAXES17,160 18,173 19,710 
PENSION LIABILITY, NET137,779 145,138 143,599 
OTHER NON-CURRENT LIABILITIES41,939 44,830 58,527 
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized; $— shares issued and outstanding— — — 
Common stock, $0.01 par value; 29,000,000 shares authorized; 19,956,518, 19,994,356 and 19,997,931 shares issued at March 29, 2020, June 28, 2020 and September 27, 2020, respectively
213 214 214 
Additional paid-in capital447,867 449,576 451,351 
(Accumulated deficit) retained earnings(17,195)(53,737)(118,467)
Common treasury stock, at cost 1,372,488 shares at March 29, 2020, June 28, 2020 and September 27, 2020)(74,472)(74,472)(74,472)
Accumulated other comprehensive loss, net of tax(101,452)(87,792)(84,272)
Total Shareholders’ Equity254,961 233,789 174,354 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,273,510 $1,234,081 $1,111,055 
155



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share information)data)

(Unaudited)
 As Restated
Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months Ended
 April 4,
 2021
July 4,
2021
July 4,
2021
October 3,
2021
October 3,
2021
Net revenues$176,451 $187,590 $364,041 $189,709 $553,750 
Cost of revenues124,889 131,156 256,045 131,898 387,943 
Gross profit51,562 56,434 107,996 57,811 165,807 
Selling, general and administrative expenses57,637 58,188 115,825 53,546 169,371 
Impairment charges— — — — — 
Special and restructuring charges (recoveries), net(809)6,803 5,995 814 6,808 
Operating (loss) income(5,266)(8,557)(13,824)3,451 (10,372)
Other expense (income):
Interest expense, net8,369 7,957 16,327 7,997 24,325 
Other (income), net(1,781)(1,267)(3,048)(256)(3,301)
Total other expense, net6,588 6,690 13,279 7,741 21,024 
(Loss) from continuing operations before income taxes(11,854)(15,247)(27,103)(4,290)(31,396)
Provision for (benefit from) income taxes(297)2,659 2,360 850 3,206 
 (Loss) from continuing operations, net of tax(11,557)(17,906)(29,463)(5,140)(34,602)
 (Loss) income from discontinued operations, net of tax(239)(878)(1,117)2,510 1,393 
Net (loss)$(11,796)$(18,784)$(30,580)$(2,630)$(33,209)
Basic (loss) income per common share:
Basic from continuing operations$(0.58)$(0.89)$(1.46)$(0.25)$(1.71)
Basic from discontinued operations$(0.01)$(0.04)$(0.06)$0.12 $0.07 
Net (loss)$(0.59)$(0.93)$(1.52)$(0.13)$(1.65)
Diluted (loss) income per common share:
Diluted from continuing operations$(0.58)$(0.89)$(1.46)$(0.25)$(1.71)
Diluted from discontinued operations$(0.01)$(0.04)$(0.06)$0.12 $0.07 
Net (loss)$(0.59)$(0.93)$(1.52)$(0.13)$(1.65)
Weighted average common shares outstanding:
Basic20,054 20,230 20,143 20,257 20,181 
Diluted20,054 20,230 20,143 20,257 20,181 
156

  First Quarter 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Year Ended December 31, 2018        
Net revenues $275,580
 $301,368
 $297,514
 $301,363
Gross profit 76,304
 88,251
 85,078
 92,018
Net income (loss) (17,441) 5,902
 (6,841) (21,005)
Earnings (loss) per common share:        
Basic $(0.88) $0.30
 $(0.34) $(1.06)
Diluted (0.88) 0.30
 (0.34) (1.06)
Dividends per common share 
 
 
 
Year Ended December 31, 2017        
Net revenues $145,208
 $151,231
 $159,693
 $205,578
Gross profit 46,633
 47,668
 47,303
 59,216
Net income (loss) 4,773
 8,970
 3,617
 (5,571)
Earnings per common share: 
      
Basic $0.29
 $0.54
 $0.22
 $(0.32)
Diluted 0.29
 0.54
 0.22
 (0.32)
Dividends per common share 0.0375
 0.0375
 0.0375
 0.0375



99





Schedule II — Valuation and Qualifying Accounts
CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Allowance for Doubtful Accounts(in thousands, except per share data)
   Additions (Reductions)    
Description
Balance at
Beginning of
Period
 
Charged to
Costs
and Expenses
 
Charged to
Other
Accounts
 
Deductions
(1)
 
Balance at
End
of Period
 (in thousands)
Year ended         
December 31, 2018         
Deducted from asset account:         
Allowance for doubtful accounts$4,791
 $1,107
 $1,075
 $(238) $6,735
Year ended         
December 31, 2017         
Deducted from asset account:         
Allowance for doubtful accounts (2)$5,056
 $(87) $378
 $(556) $4,791
Year ended         
December 31, 2016         
Deducted from asset account:         
Allowance for doubtful accounts$8,290
 $613
 $425
 $(4,272) $5,056
(Unaudited)
 
(1)Uncollectible accounts written off, net of recoveries.
(2)
Balance at end of period excludes the engineered valves accounts receivable allowances of $2.4 million, which are classified as long-term as of December 31, 2015.


 As Restated
Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months Ended
 March 29,
2020
June 28,
2020
June 28,
2020
September 27,
2020
September 27,
2020
Net revenues$191,125 $183,509 $374,634 $185,290 $559,924 
Cost of revenues132,646 126,807 259,454 132,310 391,764 
Gross profit58,479 56,702 115,180 52,980 168,160 
Selling, general and administrative expenses60,352 54,407 114,759 51,150 165,909 
Impairment charges138,078 — 138,078 — 138,078 
Special and restructuring (recoveries) charges, net(42,292)5,607 (36,685)938 (35,747)
Operating (loss) income(97,659)(3,312)(100,972)892 (100,080)
Other expense (income):
Interest expense, net9,011 8,486 17,497 8,202 25,699 
Other (income) expense, net(3,167)2,023 (1,144)750 (396)
Total other expense, net5,844 10,509 16,353 8,952 25,303 
(Loss) from continuing operations before income taxes(103,503)(13,821)(117,325)(8,060)(125,383)
Provision for (benefit from) income taxes5,046 (21,126)(16,080)56,990 40,910 
 (Loss) income from continuing operations, net of tax(108,549)7,305 (101,245)(65,050)(166,293)
 Income (loss) from discontinued operations, net of tax9,162 (43,847)(34,685)341 (34,345)
Net (loss)$(99,387)$(36,542)$(135,930)$(64,709)$(200,638)
Basic (loss) income per common share:
Basic from continuing operations$(5.45)$0.37 $(5.07)$(3.25)$(8.33)
Basic from discontinued operations$0.46 $(2.19)$(1.74)$0.02 $(1.72)
Net (loss)$(4.99)$(1.83)$(6.81)$(3.24)$(10.04)
Diluted (loss) income per common share:
Diluted from continuing operations$(5.45)$0.36 $(5.07)$(3.25)$(8.33)
Diluted from discontinued operations$0.46 $(2.16)$(1.74)$0.02 $(1.72)
Net (loss)$(4.99)$(1.80)$(6.81)$(3.24)$(10.04)
Weighted average common shares outstanding:
Basic19,935 19,987 19,962 20,001 19,975 
Diluted19,935 20,286 19,962 20,001 19,975 
100
157




CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(Unaudited)
 As Restated
Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months Ended
 April 4,
 2021
July 4,
2021
July 4,
2021
October 3,
2021
October 3,
2021
Net (loss)$(11,796)$(18,784)$(30,580)$(2,630)$(33,209)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(3,218)39 (3,178)(1,244)(4,423)
Interest rate swap adjustments1,586 1,562 3,148 1,644 4,792 
Pension adjustment60 49 111 50 161 
Other comprehensive (loss) income, net of tax(1,572)1,650 81 450 530 
COMPREHENSIVE (LOSS) INCOME$(13,368)$(17,134)$(30,499)$(2,180)$(32,679)

 As Restated
Three Months EndedThree Months EndedSix Months EndedThree Months EndedNine Months Ended
 March 29,
2020
June 28,
2020
June 28,
2020
September 27,
2020
September 27,
2020
Net (loss)$(99,387)$(36,542)$(135,930)$(64,709)$(200,638)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments(18,226)12,860 (5,366)2,105 (3,261)
Interest rate swap adjustments(2,320)755 (1,565)1,373 (192)
Pension adjustment39 43 82 44 126 
Other comprehensive (loss) income, net of tax(20,507)13,658 (6,849)3,522 (3,327)
COMPREHENSIVE (LOSS)$(119,894)$(22,884)$(142,779)$(61,187)$(203,965)


158



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
As Restated
Three Months EndedSix Months EndedNine Months Ended
 April 4,
2021
July 4,
2021
October 3,
2021
OPERATING ACTIVITIES
Net (loss)$(11,796)$(30,580)$(33,209)
(Loss) income from discontinued operations, net of income taxes(239)(1,117)1,393 
(Loss) from continuing operations(11,557)(29,463)(34,602)
Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities:
Depreciation6,509 11,970 17,505 
Amortization10,696 21,353 31,929 
Change in provision for bad debt expense(465)(356)(383)
Write down of inventory188 1,548 1,742 
Compensation expense of share-based plans1,402 2,903 4,165 
Amortization of debt issuance costs995 2,005 3,032 
Deferred income tax (benefit) provision(1,011)(1,317)823 
(Gain) loss on sale of businesses(1,947)1,031 1,308 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable(3,707)6,455 8,686 
Inventories(8,255)(14,617)(11,621)
Prepaid expenses and other assets(8,875)(10,119)(26,686)
Accounts payable, accrued expenses and other liabilities(2,547)(1,158)6,439 
Net cash (used in) provided by continuing operations(18,574)(9,765)2,337 
Net cash (used in) discontinued operations(636)(579)(2,484)
Net cash used in operating activities(19,210)(10,344)(147)
INVESTING ACTIVITIES
Additions of property, plant and equipment(3,394)(6,038)(10,579)
Proceeds from the sale of property, plant and equipment
Proceeds from beneficial interest of factored receivables812 998 1,531 
Proceeds from sale of business7,193 9,993 9,993 
Net cash provided by investing activities4,613 4,955 947 
FINANCING ACTIVITIES
Proceeds from long-term debt63,500 103,350 145,550 
Payments of long-term debt(46,500)(100,250)(148,450)
Net change in short-term borrowings(22)(292)(225)
Proceeds from the exercise of stock options151 151 151 
Withholding tax payments on net share settlements on equity rewards(3,274)(4,119)(4,154)
Net cash provided by (used in) financing activities13,855 (1,160)(7,128)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,615)(1,782)(2,834)
DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(2,357)(8,331)(9,162)
Cash, cash equivalents and restricted cash at beginning of year68,607 68,607 68,607 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$66,250 $60,276 $59,445 




159



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
As Restated
Three Months EndedSix Months EndedNine Months Ended
March 29,
2020
June 28,
2020
September 27, 2020
OPERATING ACTIVITIES
Net (loss)$(99,387)$(135,930)$(200,638)
Income (loss) from discontinued operations, net of income taxes9,162 (34,685)(34,345)
(Loss) from continuing operations(108,549)(101,245)(166,293)
Adjustments to reconcile net (loss) income to net cash (used in) operating activities:
Depreciation5,121 10,079 14,881 
Amortization10,611 21,492 32,418 
Change in provision for bad debt expense5,824 7,768 7,219 
Write down of inventory787 1,259 3,023 
Compensation expense of share-based plans608 2,290 4,076 
Amortization of debt issuance costs4,513 5,488 6,463 
Deferred income tax provision— — — 
Goodwill Impairment138,078 138,078 138,078 
(Gain) on sale of businesses(54,356)(54,253)(54,253)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable(2,324)921 19,365 
Inventories(11,564)(14,320)(8,894)
Prepaid expenses and other assets(14,064)(22,696)(37,571)
Accounts payable, accrued expenses and other liabilities8,010 (30,906)8,970 
Net cash used in continuing operations
(17,305)(36,045)(32,518)
Net cash used in discontinued operations(5,320)(11,532)(14,022)
Net cash used in operating activities(22,625)(47,577)(46,540)
INVESTING ACTIVITIES
Additions of property, plant and equipment(3,412)(6,815)(9,147)
Proceeds from the sale of property, plant and equipment— (142)(122)
Proceeds from beneficial interest of factored receivables599 1,339 2,212 
Proceeds from sale of business169,773 169,375 166,210 
Net cash provided by continuing investing activities166,960 163,757 159,153 
Net cash provided by (used in) discontinued investing activities68 (10,071)(11,338)
Net cash provided by investing activities167,028 153,686 147,815 
FINANCING ACTIVITIES
Proceeds from long-term debt129,325 129,325 165,800 
Payments of long-term debt(180,891)(191,141)(279,191)
Net change in short-term borrowings154 174 (47)
Proceeds from the exercise of stock options118 118 117 
Withholding tax payments on net share settlements on equity rewards(523)(656)(656)
Net cash used in financing activities(51,817)(62,180)(113,977)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(4,582)(1,833)638 
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH88,004 42,096 (12,064)
Cash, cash equivalents and restricted cash at beginning of year77,054 77,054 77,054 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$165,058 $119,150 $64,990 





160



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Accumulated deficitAccumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
BALANCE AT DECEMBER 31, 2020 (As Restated)20,001 $214 $452,728 $(136,443)$(89,129)$(74,472)$152,898 
Net loss— — — (11,796)— — (11,796)
Other comprehensive loss, net of tax— — — — (1,572)— (1,572)
Stock options exercised— 151 — — — 151 
Conversion of restricted stock units165 (2,423)— — — (2,421)
Share-based plan compensation— — 1,402 — — — 1,402 
BALANCE AT APRIL 4, 2021 (As Restated)20,171 $216 $451,858 $(148,239)$(90,700)$(74,472)$138,663 
Net loss— — — (18,784)— — (18,784)
Other comprehensive loss, net of tax— — — — 1,650 — 1,650 
Stock options exercised— — — — — — — 
Conversion of restricted stock units77 — (847)— — — (847)
Share-based plan compensation— — 1,501 — — — 1,501 
BALANCE AT JULY 4, 2021 (As Restated)20,248 $216 $452,512 $(167,023)$(89,048)$(74,472)$122,185 
Net loss— — $— (2,630)$— $— (2,630)
Other comprehensive income, net of tax— — — — 450 — 450 
Conversion of restricted stock units(13)— — — (12)
Share-based plan compensation— — 1,262 — — — 1,262 
BALANCE AT OCTOBER 3, 2021 (As Restated)20,255 $217 $453,761 $(169,652)$(88,599)$(74,472)$121,256 
The accompanying notes are an integral part of these consolidated financial statements.

161



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
 Accumulated deficitAccumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net loss— — — (99,387)— — (99,387)
Cumulative effect adjustment related to adoption of (ASC 842)— — — (222)— — (222)
Other comprehensive loss, net of tax— — — — (20,507)— (20,507)
Conversion of restricted stock units41 — 420 — — — 420 
Stock options exercised— 117 — — — 117 
Share-based plan compensation— — 673 — — — 673 
BALANCE AT MARCH 29, 2020 (As Restated)19,956 $213 $447,867 $(17,195)$(101,452)$(74,472)$254,961 
Net loss— — — (36,542)— — (36,542)
Other comprehensive loss, net of tax— — — — 13,658 — 13,658 
Conversion of restricted stock units38 (134)— — — (133)
Share-based plan compensation— — 1,843 — — — 1,843 
BALANCE AT JUNE 28, 2020 (As Restated)19,994 $214 $449,576 $(53,737)$(87,794)$(74,472)$233,789 
Net loss— — $— (64,709)$— $— (64,709)
Other comprehensive income, net of tax— — — — 3,522 — 3,522 
Other— — — (22)— — (22)
Conversion of restricted stock units— (11)— — — (11)
Share-based plan compensation— — 1,786 — — — 1,786 
BALANCE AT SEPTEMBER 27, 2020 (As Restated)19,998  $214 $451,351 $(118,466)$(84,273)$(74,472)$174,354 
The accompanying notes are an integral part of these consolidated financial statements.

162



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
 As of April 4, 2021As of March 29, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$75,680 $(10,843)$64,837 $170,861 $(7,252)$163,609 a
Trade accounts receivable, net105,607 (6,998)98,609 116,514 (2,866)113,648 a
Inventories135,291 (893)134,398 147,175 (3,755)143,420 a,b
Prepaid expenses and other current assets103,632 (11,157)92,475 86,840 (1,470)85,370 a,b
Assets held for sale— — — 26,617 — 26,617 
Total Current Assets420,210 (29,891)390,319 548,007 (15,343)532,664 
PROPERTY, PLANT AND EQUIPMENT, NET163,431 (1,620)161,811 166,580 (1,104)165,476 a
OTHER ASSETS:
Goodwill156,917 (21,664)135,253 150,928 (20,950)129,978 c
Intangibles, net337,864 — 337,864 368,519 — 368,519 
Deferred income taxes781 39 820 42,706 1,830 44,536 a,b
Other assets43,999 (1,975)42,024 32,337 — 32,337 a
TOTAL ASSETS$1,123,202 $(55,111)$1,068,091 $1,309,077 $(35,567)$1,273,510 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$67,126 $299 $67,425 $76,298 $(183)$76,115 a
Accrued expenses and other current liabilities67,059 1,702 68,761 103,917 (1,077)102,840 a,b
Accrued compensation and benefits31,338 933 32,271 25,601 264 25,865 a,b
Liabilities held for sale— — — 26,617 — 26,617 
Short-term borrowings and current portion of long-term debt— 1,604 1,604 — 1,276 1,276 a
Total Current Liabilities165,523 4,538 170,061 232,433 280 232,713 
LONG-TERM DEBT525,573 — 525,573 588,958 — 588,958 
DEFERRED INCOME TAXES27,071 (3,045)24,026 19,175 (2,015)17,160 a,b
PENSION LIABILITY, NET156,746 — 156,746 137,779 — 137,779 
OTHER NON-CURRENT LIABILITIES52,183 839 53,022 39,887 2,052 41,939 a
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; 21,543,496 and 19,956,518 shares issued at April 4, 2021 and March 29, 2020, respectively216 — 216 213 — 213 
Additional paid-in capital451,858 — 451,858 447,867 — 447,867 
(Accumulated deficit) retained earnings(93,580)(54,659)(148,239)20,110 (37,305)(17,195)a,b,c
Common treasury stock, at cost (1,372,488 shares at April 4, 2021 and March 29, 2020)(74,472)— (74,472)(74,472)— (74,472)
Accumulated other comprehensive loss, net of tax(87,916)(2,784)(90,700)(102,873)1,421 (101,452)a,b,c
Total Shareholders’ Equity196,106 (57,443)138,663 290,845 (35,884)254,961 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,123,202 $(55,111)$1,068,091 $1,309,077 $(35,567)$1,273,510 


163



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
 As of July 4, 2021As of June 28, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$72,181 $(13,319)$58,862 $125,421 $(7,702)$117,719 a
Trade accounts receivable, net96,591 (7,240)89,351 117,131 (3,904)113,227 a
Inventories136,012 (1,007)135,005 148,383 (554)147,829 a,b
Prepaid expenses and other current assets109,683 (10,579)99,104 94,969 4,181 99,150 a,b
Total Current Assets414,467 (32,145)382,322 485,904 (7,979)477,925 
PROPERTY, PLANT AND EQUIPMENT, NET160,817 (1,630)159,187 167,194 (1,165)166,029 a
OTHER ASSETS:
Goodwill156,785 (21,771)135,014 156,654 (21,285)135,369 c
Intangibles, net328,957 — 328,957 363,087 — 363,087 
Deferred income taxes776 71 847 53,357 1,813 55,170 a,b
Other assets40,199 (2,910)37,289 34,171 2,330 36,501 a
TOTAL ASSETS$1,102,001 $(58,385)$1,043,616 $1,260,367 $(26,286)$1,234,081 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$68,224 $(80)$68,144 $68,155 $2,252 $70,407 a
Accrued expenses and other current liabilities72,294 2,441 74,735 102,717 11,608 114,325 a,b
Accrued compensation and benefits29,721 859 30,580 27,318 147 27,465 a
Short-term borrowings and current portion of long-term debt— 1,353 1,353 — 1,341 1,341 a
Total Current Liabilities170,239 4,573 174,812 198,190 15,348 213,538 
LONG-TERM DEBT512,375 — 512,375 578,613 — 578,613 
DEFERRED INCOME TAXES27,562 (3,043)24,519 20,229 (2,056)18,173 a,b
PENSION LIABILITY, NET156,501 — 156,501 145,138 — 145,138 
OTHER NON-CURRENT LIABILITIES52,284 940 53,224 44,846 (16)44,830 a,b
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; 21,620,528 and 19,994,356 shares issued at July 4, 2021 and June 28, 2020, respectively216 — 216 214 — 214 
Additional paid-in capital452,512 — 452,512 449,576 — 449,576 
(Accumulated deficit) retained earnings(109,143)(57,879)(167,022)(13,982)(39,755)(53,737)a,b,c
Common treasury stock, at cost (1,372,488 shares at July 4, 2021 and June 28, 2020)(74,472)— (74,472)(74,472)— (74,472)
Accumulated other comprehensive loss, net of tax(86,073)(2,976)(89,049)(87,985)193 (87,792)a,b,c
Total Shareholders’ Equity183,040 (60,855)122,185 273,351 (39,562)233,789 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,102,001 $(58,385)$1,043,616 $1,260,367 $(26,286)$1,234,081 



164



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
 As of October 3, 2021As of September 27, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$71,969 $(13,956)$58,013 $72,772 $(9,343)$63,429 a
Trade accounts receivable, net93,222 (6,717)86,505 102,840 (5,135)97,705 a
Inventories132,242 (1,866)130,376 144,476 (1,809)142,667 a,b
Prepaid expenses and other current assets118,783 (9,728)109,055 98,401 2,876 101,277 a,b
Total Current Assets416,216 (32,267)383,949 418,489 (13,411)405,078 
PROPERTY, PLANT AND EQUIPMENT, NET158,327 (1,738)156,589 167,037 (1,475)165,562 a
OTHER ASSETS:
Goodwill155,739 (21,587)134,152 158,117 (21,551)136,566 c
Intangibles, net315,452 — 315,452 357,038 — 357,038 
Deferred income taxes761 52 813 905 3,790 4,695 a,b
Other assets43,780 (3,515)40,265 43,621 (1,505)42,116 a,b
TOTAL ASSETS$1,090,275 $(59,055)$1,031,220 $1,145,207 $(34,152)$1,111,055 
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$72,883 $848 $73,731 $63,966 $572 $64,538 a
Accrued expenses and other current liabilities74,357 1,893 76,250 86,176 6,730 92,906 a,b
Accrued compensation and benefits32,454 783 33,237 27,570 976 28,546 a
Short-term borrowings and current portion of long-term debt— 1,426 1,426 — 1,154 1,154 
Total Current Liabilities179,694 4,950 184,644 177,712 9,432 187,144 
LONG-TERM DEBT507,093 — 507,093 527,721 — 527,721 
DEFERRED INCOME TAXES26,767 (2,997)23,770 16,823 2,887 19,710 a,b
PENSION LIABILITY, NET152,322 — 152,322 143,599 — 143,599 
OTHER NON-CURRENT LIABILITIES39,855 2,280 42,135 58,538 (11)58,527 a,b
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; 21,627,259 and 19,997,931 shares issued at October 3, 2021 and September 27, 2020, respectively217 — 217 214 — 214 
Additional paid-in capital453,761 — 453,761 451,351 — 451,351 
(Accumulated deficit) retained earnings(107,996)(61,656)(169,652)(72,528)(45,939)(118,467)a,b,c
Common treasury stock, at cost (1,372,488 shares at October 3, 2021 and September 27, 2020)(74,472)— (74,472)(74,472)— (74,472)
Accumulated other comprehensive loss, net of tax(86,966)(1,632)(88,598)(83,751)(521)(84,272)a,b,c
Total Shareholders’ Equity184,544 (63,288)121,256 220,814 (46,460)174,354 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,090,275 $(59,055)$1,031,220 $1,145,207 $(34,152)$1,111,055 

165




CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three months ended April 4, 2021
 As Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$180,655 $(4,204)$176,451 a,b
Cost of revenues124,574 315 124,889 a,b
Gross profit56,081 (4,519)51,562 
Selling, general and administrative expenses56,504 1,133 57,637 a,b
Special and restructuring (recoveries), net(809)— (809)
Operating income (loss)386 (5,652)(5,266)
Other expense (income):
Interest expense, net8,369 — 8,369 
Other (income), net(1,503)(278)(1,781)a
Total other expense, net6,866 (278)6,588 
(Loss) from continuing operations before income taxes(6,480)(5,374)(11,854)
Provision for (benefit from) income taxes400 (697)(297)a,b
(Loss) from continuing operations, net of tax(6,880)(4,677)(11,557)
(Loss) from discontinued operations, net of tax(239)— (239)
Net (loss)$(7,119)$(4,677)$(11,796)
Basic (loss) per common share:
Basic from continuing operations$(0.34)$(0.24)$(0.58)
Basic from discontinued operations$(0.01)$— $(0.01)
Net (loss)$(0.35)$(0.24)$(0.59)
Diluted (loss) per common share:
Diluted from continuing operations$(0.34)$(0.24)$(0.58)
Diluted from discontinued operations$(0.01)$— $(0.01)
Net (loss)$(0.35)$(0.24)$(0.59)
Weighted average common shares outstanding:
Basic20,054 0 20,054 
Diluted20,054 0 20,054 

166



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months Ended July 4, 2021Six Months Ended July 4, 2021
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$190,346 $(2,756)$187,590 $371,001 $(6,960)$364,041 a,b
Cost of revenues130,460 696 131,156 255,034 1,011 256,045 a,b
Gross profit59,886 (3,452)56,434 115,967 (7,971)107,996 
Selling, general and administrative expenses58,023 165 58,188 114,526 1,299 115,825 a,b
Special and restructuring charges, net6,803 — 6,803 5,995 — 5,995 
Operating (loss)(4,940)(3,617)(8,557)(4,554)(9,270)(13,824)
Other expense (income):
Interest expense, net7,957 — 7,957 16,327 — 16,327 
Other (income), net(1,173)(94)(1,267)(2,676)(372)(3,048)a
Total other expense (income), net6,784 (94)6,690 13,651 (372)13,279 
(Loss) from continuing operations before income taxes(11,724)(3,523)(15,247)(18,205)(8,898)(27,103)
Provision for (benefit from) income taxes2,961 (302)2,659 3,360 (1,000)2,360 a,b
(Loss) from continuing operations, net of tax(14,685)(3,221)(17,906)(21,565)(7,898)(29,463)
(Loss) from discontinued operations, net of tax(878)— (878)(1,117)— (1,117)
Net (loss)$(15,563)$(3,221)$(18,784)$(22,682)$(7,898)$(30,580)
Basic (loss) per common share:
Basic from continuing operations$(0.73)$(0.16)$(0.89)$(1.07)$(0.39)$(1.46)
Basic from discontinued operations$(0.04)$— $(0.04)$(0.06)$— $(0.06)
Net (loss)$(0.77)$(0.16)$(0.93)$(1.13)$(0.39)$(1.52)
Diluted (loss) per common share:
Diluted from continuing operations$(0.73)$(0.16)$(0.89)$(1.07)$(0.39)$(1.46)
Diluted from discontinued operations$(0.04)$— $(0.04)$(0.06)$— $(0.06)
Net (loss)$(0.77)$(0.16)$(0.93)$(1.13)$(0.39)$(1.52)
Weighted average common shares outstanding:
Basic20,230 020,230 20,143 020,143 
Diluted20,230 020,230 20,143 020,143 

167



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months ended October 3, 2021Nine Months ended October 3, 2021
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$190,782 $(1,073)$189,709 $561,783 $(8,033)$553,750 a,b
Cost of revenues130,027 1,871 131,898 385,061 2,882 387,943 a,b
Gross profit60,755 (2,944)57,811 176,722 (10,915)165,807 
Selling, general and administrative expenses53,265 281 53,546 167,792 1,579 169,371 a,b
Special and restructuring charges, net814 — 814 6,808 — 6,808 
Operating income (loss)6,676 (3,225)3,451 2,122 (12,494)(10,372)
Other expense (income):
Interest expense, net7,997 — 7,997 24,325 — 24,325 
Other expense (income), net134 (390)(256)(2,543)(758)(3,301)a
Total other expense, net8,131 (390)7,741 21,782 (758)21,024 
(Loss) from continuing operations before income taxes(1,455)(2,835)(4,290)(19,660)(11,736)(31,396)
(Benefit from) provision for income taxes(92)942 850 3,268 (62)3,206 a,b
(Loss) from continuing operations, net of tax(1,363)(3,777)(5,140)(22,928)(11,674)(34,602)
Income from discontinued operations, net of tax2,510 — 2,510 1,393 — 1,393 
Net income (loss)$1,147 $(3,777)$(2,630)$(21,535)$(11,674)$(33,209)
Basic (loss) income per common share:
Basic from continuing operations$(0.07)$(0.18)$(0.25)$(1.14)$(0.57)$(1.71)
Basic from discontinued operations$0.12 $— $0.12 $0.07 $— $0.07 
Net income (loss)$0.06 $(0.19)$(0.13)$(1.07)$(0.58)$(1.65)
Diluted (loss) income per common share:
Diluted from continuing operations$(0.07)$(0.18)$(0.25)$(1.14)$(0.57)$(1.71)
Diluted from discontinued operations$0.12 $— $0.12 $0.07 $— $0.07 
Net income (loss)$0.06 $(0.19)$(0.13)$(1.07)$(0.58)$(1.65)
Weighted average common shares outstanding:
Basic20,257 020,257 20,181 020,181 
Diluted20,257 020,257 20,181 020,181 

168



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months ended March 29, 2020
 As Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$192,213 $(1,088)$191,125 a,b
Cost of revenues132,170 476 132,646 a,b
Gross profit60,043 (1,564)58,479 
Selling, general and administrative expenses59,558 794 60,352 a,b
Impairment charges116,182 21,896 138,078 c
Special and restructuring (recoveries), net(42,292)— (42,292)
Operating (loss)(73,405)(24,254)(97,659)
Other expense (income):
Interest expense, net9,011 — 9,011 
Other (income), net(2,680)(487)(3,167)a
Total other expense, net6,331 (487)5,844 
(Loss) from continuing operations before income taxes(79,736)(23,767)(103,503)
Provision for income taxes8,374 (3,328)5,046 a,b,c
(Loss) from continuing operations, net of tax(88,110)(20,439)(108,549)
Income from discontinued operations, net of tax9,162 — 9,162 
Net (loss)$(78,948)$(20,439)$(99,387)
Basic (loss) income per common share:
Basic from continuing operations$(4.42)$(1.03)$(5.45)
Basic from discontinued operations$0.46 $— $0.46 
Net (loss)$(3.96)$(1.03)$(4.99)
Diluted (loss) income per common share:
Diluted from continuing operations$(4.42)$(1.03)$(5.45)
Diluted from discontinued operations$0.46 $— $0.46 
Net (loss)$(3.96)$(1.03)$(4.99)
Weighted average common shares outstanding:
Basic19,935 019,935 
Diluted19,935 019,935 

169



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months Ended June 28, 2020Six Months Ended June 28, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$186,066 $(2,557)$183,509 $378,279 $(3,645)$374,634 a,b
Cost of revenues127,105 (298)126,807 259,275 179 259,454 a,b
Gross profit58,961 (2,259)56,702 119,004 (3,824)115,180 
Selling, general and administrative expenses54,738 (331)54,407 114,296 463 114,759 a,b
Impairment charges— — — 116,182 21,896 138,078 c
Special and restructuring charges (recoveries), net5,607 — 5,607 (36,685)— (36,685)
Operating (loss)(1,384)(1,928)(3,312)(74,789)(26,183)(100,972)
Other expense (income):
Interest expense, net8,486 — 8,486 17,497 — 17,497 
Other expense (income), net2,144 (121)2,023 (536)(608)(1,144)a
Total other expense, net10,630 (121)10,509 16,961 (608)16,353 
(Loss) from continuing operations before income taxes(12,014)(1,807)(13,821)(91,750)(25,575)(117,325)
(Benefit from) income taxes(21,769)643 (21,126)(13,395)(2,685)(16,080)a,b,c
Income (loss) from continuing operations, net of tax9,755 (2,450)7,305 (78,355)(22,890)(101,245)
(Loss) from discontinued operations, net of tax(43,847)— (43,847)(34,685)— (34,685)
Net (loss)$(34,092)$(2,450)$(36,542)$(113,040)$(22,890)$(135,930)
Basic (loss) per common share:
Basic from continuing operations$0.49 $(0.12)$0.37 $(3.93)$(1.14)$(5.07)
Basic from discontinued operations$(2.19)$— $(2.19)$(1.74)$— $(1.74)
Net (loss)$(1.71)$(0.12)$(1.83)$(5.66)$(1.15)$(6.81)
Diluted (loss) per common share:
Diluted from continuing operations$0.48 $(0.12)$0.36 $(3.93)$(1.14)$(5.07)
Diluted from discontinued operations$(2.16)$— $(2.16)$(1.74)$— $(1.74)
Net (loss)$(1.68)$(0.12)$(1.80)$(5.66)$(1.15)$(6.81)
Weighted average common shares outstanding:
Basic19,987 019,987 19,962 019,962 
Diluted20,286 020,286 19,962 019,962 

170



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months Ended September 27, 2020Nine Months Ended September 27, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net revenues$186,640 $(1,350)$185,290 $564,920 $(4,996)$559,924 a,b
Cost of revenues130,630 1,680 132,310 389,905 1,859 391,764 a,b
Gross profit56,010 (3,030)52,980 175,015 (6,855)168,160 
Selling, general and administrative expenses50,652 498 51,150 164,948 961 165,909 a,b
Impairment charges— — — 116,182 21,896 138,078 c
Special and restructuring charges (recoveries), net938 — 938 (35,747)— (35,747)
Operating income (loss)4,420 (3,528)892 (70,368)(29,712)(100,080)
Other expense (income):
Interest expense, net8,202 — 8,202 25,699 — 25,699 
Other expense (income), net765 (15)750 229 (625)(396)a
Total other expense, net8,967 (15)8,952 25,928 (625)25,303 
(Loss) from continuing operations before income taxes(4,547)(3,513)(8,060)(96,296)(29,087)(125,383)
Provision for income taxes54,318 2,672 56,990 40,923 (13)40,910 a,b,c
(Loss) from continuing operations, net of tax(58,865)(6,185)(65,050)(137,219)(29,074)(166,293)
Income (loss) from discontinued operations, net of tax341 — 341 (34,345)— (34,345)
Net (loss)$(58,524)$(6,185)$(64,709)$(171,564)$(29,074)$(200,638)
Basic (loss) income per common share:
Basic from continuing operations$(2.94)$(0.31)$(3.25)$(6.87)$(1.46)$(8.33)
Basic from discontinued operations$0.02 $— $0.02 $(1.72)$— $(1.72)
Net (loss)$(2.93)$(0.31)$(3.24)$(8.59)$(1.45)$(10.04)
Diluted (loss) income per common share:
Diluted from continuing operations$(2.94)$(0.31)$(3.25)$(6.87)$(1.46)$(8.33)
Diluted from discontinued operations$0.02 $— $0.02 $(1.72)$— $(1.72)
Net (loss)$(2.93)$(0.31)$(3.24)$(8.59)$(1.45)$(10.04)
Weighted average common shares outstanding:
Basic20,001 020,001 19,975 019,975 
Diluted20,001 020,001 19,975 019,975 

171



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(Unaudited)
 Three months ended April 4, 2021
 As Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net (loss)$(7,119)$(4,677)$(11,796)a,b
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(3,594)376 (3,218)a,b
Interest rate swap adjustments1,586 — 1,586 
Pension adjustment60 — 60 
Other comprehensive (loss), net of tax(1,948)376 (1,572)
COMPREHENSIVE (LOSS)$(9,067)$(4,301)$(13,368)
-


 Three Months Ended July 4, 2021Six Months Ended July 4, 2021
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net (loss)$(15,563)$(3,221)$(18,784)$(22,682)$(7,898)$(30,580)a,b
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments232 (193)39 (3,364)186 (3,178)a,b
Interest rate swap adjustments1,562 — 1,562 3,148 — 3,148 
Pension adjustment49 — 49 111 — 111 
Other comprehensive income (loss), net of tax1,843 (193)1,650 (105)186 81 
COMPREHENSIVE (LOSS)$(13,720)$(3,414)$(17,134)$(22,787)$(7,712)$(30,499)


 Three Months Ended October 3, 2021Nine Months Ended October 3, 2021
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net income (loss)$1,147 $(3,777)$(2,630)$(21,535)$(11,674)$(33,209)a,b
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments(2,587)1,343 (1,244)(5,951)1,528 (4,423)a,b
Interest rate swap adjustments1,644 — 1,644 4,792 — 4,792 
Pension adjustment50 — 50 161 — 161 
Other comprehensive (loss) income, net of tax(893)1,343 450 (998)1,528 530 
COMPREHENSIVE INCOME (LOSS)$254 $(2,434)$(2,180)$(22,533)$(10,146)$(32,679)



172



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(Unaudited)
 Three months ended March 29, 2020
 As Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net (loss)$(78,948)$(20,439)$(99,387)a,b,c
Other comprehensive (loss), net of tax:
Foreign currency translation adjustments(20,325)2,099 (18,226)a,b,c
Interest rate swap adjustments(2,320)— (2,320)
Pension adjustment39 — 39 
Other comprehensive (loss), net of tax(22,606)2,099 (20,507)
COMPREHENSIVE (LOSS)$(101,554)$(18,340)$(119,894)

 Three Months Ended June 28, 2020Six Months Ended June 28, 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net (loss)$(34,092)$(2,450)$(36,542)$(113,040)$(22,890)$(135,930)a,b,c
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments14,090 (1,230)12,860 (6,235)869 (5,366)a,b,c
Interest rate swap adjustments755 — 755 (1,565)— (1,565)
Pension adjustment43 — 43 82 — 82 
Other comprehensive income (loss), net of tax14,888 (1,230)13,658 (7,718)869 (6,849)
COMPREHENSIVE (LOSS)$(19,204)$(3,680)$(22,884)$(120,758)$(22,021)$(142,779)



 Three Months Ended September 27. 2020Nine Months Ended September 27. 2020
 As Previously ReportedRestatement ImpactsAs RestatedAs Previously ReportedRestatement ImpactsAs RestatedRestatement Reference
Net (loss)$(58,524)$(6,185)$(64,709)$(171,564)$(29,074)$(200,638)a,b,c
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments2,817 (712)2,105 (3,418)157 (3,261)a,b,c
Interest rate swap adjustments1,373 — 1,373 (192)— (192)
Pension adjustment44 — 44 126 — 126 
Other comprehensive income (loss), net of tax4,234 (712)3,522 (3,484)157 (3,327)
COMPREHENSIVE (LOSS)$(54,290)$(6,897)$(61,187)$(175,048)$(28,917)$(203,965)


173



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended April 4, 2021
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(7,119)$(4,677)$(11,796)a,b
(Loss) from discontinued operations, net of income taxes(239)— (239)
(Loss) from continuing operations(6,880)(4,677)(11,557)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation6,509 — 6,509 
Amortization10,696 — 10,696 
Change in provision for bad debt expense(254)(211)(465)a
Write down of inventory129 59 188 a
Compensation expense of share-based plans1,402 — 1,402 
Amortization of debt issuance costs995 — 995 
Deferred income tax provision (benefit)823 (1,834)(1,011)a,b
Loss (gain) on sale of businesses(1,947)— (1,947)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable(3,793)86 (3,707)a
Inventories(8,055)(200)(8,255)a,b
Prepaid expenses and other assets(15,332)6,457 (8,875)a,b
Accounts payable, accrued expenses and other liabilities(1,360)(1,187)(2,547)a,b
Net cash (used in) continuing operations(17,067)(1,507)(18,574)
Net cash (used in) discontinued operations(636)— (636)
Net cash (used in) operating activities(17,703)(1,507)(19,210)
INVESTING ACTIVITIES
Additions of property, plant and equipment(3,394)— (3,394)
Proceeds from the sale of property, plant and equipment— 
Proceeds from beneficial interest of factored receivables812 — 812 
Proceeds from sale of business7,193 — 7,193 
Net cash provided by investing activities4,613 — 4,613 
FINANCING ACTIVITIES
Proceeds from long-term debt63,500 — 63,500 
Payments of long-term debt(46,500)— (46,500)
Net change in short-term borrowings— (22)(22)a
Proceeds from the exercise of stock options151 — 151 
Withholding tax payments on net share settlements on equity rewards(3,274)— (3,274)
Net cash provided by financing activities13,877 (22)13,855 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,545)(70)(1,615)
(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(758)(1,599)(2,357)
Cash, cash equivalents and restricted cash at beginning of year77,696 (9,089)68,607 a,b
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$76,938 $(10,688)$66,250 




174



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended July 4, 2021
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(22,682)$(7,898)$(30,580)a,b
(Loss) from discontinued operations, net of income taxes(1,117)— (1,117)
(Loss) from continuing operations(21,565)(7,898)(29,463)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation11,970 — 11,970 
Amortization21,353 — 21,353 
Change in provision for bad debt expense(350)(6)(356)a
Write down of inventory961 587 1,548 a
Compensation expense of share-based plans2,903 — 2,903 
Loss on debt extinguishment— — — 
Amortization of debt issuance costs2,005 — 2,005 
Deferred income tax provision (benefit)823 (2,140)(1,317)a,b
Loss (gain) on sale of businesses1,031 — 1,031 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable6,345 110 6,455 a
Inventories(14,038)(579)(14,617)a,b
Prepaid expenses and other assets(17,792)7,673 (10,119)a,b
Accounts payable, accrued expenses and other liabilities214 (1,372)(1,158)a,b
Net cash (used in) continuing operations(6,140)(3,625)(9,765)
Net cash (used in) discontinued operations(579)— (579)
Net cash provided by (used in) operating activities(6,719)(3,625)(10,344)
INVESTING ACTIVITIES
Additions of property, plant and equipment(6,038)— (6,038)
Proceeds from the sale of property, plant and equipment— 
Proceeds from beneficial interest of factored receivables998 — 998 
Proceeds from sale of business9,993 — 9,993 
Net cash provided by investing activities4,955 — 4,955 
FINANCING ACTIVITIES
Proceeds from long-term debt103,350 — 103,350 
Payments of long-term debt(100,250)— (100,250)
Net change in short-term borrowings— (292)(292)a
Proceeds from the exercise of stock options151 — 151 
Withholding tax payments on net share settlements on equity rewards(4,119)— (4,119)
Net cash (used in) financing activities(868)(292)(1,160)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,627)(155)(1,782)
(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(4,259)(4,072)(8,331)
Cash, cash equivalents and restricted cash at beginning of year77,696 (9,089)68,607 a,b
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$73,437 $(13,161)$60,276 





175



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended October 3, 2021
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(21,535)$(11,674)$(33,209)a,b
Income from discontinued operations, net of income taxes1,393 — 1,393 
(Loss) from continuing operations(22,928)(11,674)(34,602)
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
Depreciation17,505 — 17,505 
Amortization31,929 — 31,929 
Change in provision for bad debt expense(353)(30)(383)a
Write down of inventory1,201 541 1,742 a
Compensation expense of share-based plans4,165 — 4,165 
Amortization of debt issuance costs3,032 — 3,032 
Deferred income tax provision (benefit)823 — 823 
Loss (gain) on sale of businesses1,308 — 1,308 
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable8,937 (251)8,686 a
Inventories(12,095)474 (11,621)a,b
Prepaid expenses and other assets(32,680)5,994 (26,686)a,b
Accounts payable, accrued expenses and other liabilities6,310 129 6,439 a,b
Net cash provided by continuing operations7,154 (4,817)2,337 
Net cash (used in) discontinued operations(2,484)— (2,484)
Net cash provided by operating activities4,670 (4,817)(147)
INVESTING ACTIVITIES
Additions of property, plant and equipment(10,579)— (10,579)
Proceeds from the sale of property, plant and equipment— 
Proceeds from beneficial interest of factored receivables1,531 — 1,531 
Proceeds from sale of business9,993 — 9,993 
Net cash provided by investing activities947 — 947 
FINANCING ACTIVITIES
Proceeds from long-term debt145,550 — 145,550 
Payments of long-term debt(148,450)— (148,450)
Net change in short-term borrowings— (225)(225)a
Proceeds from the exercise of stock options151 — 151 
Withholding tax payments on net share settlements on equity rewards(4,154)— (4,154)
Net cash (used in) financing activities(6,903)(225)(7,128)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3,163)329 (2,834)
(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(4,449)(4,713)(9,162)
Cash, cash equivalents and restricted cash at beginning of year77,696 (9,089)68,607 a,b
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$73,247 $(13,802)$59,445 





176



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Three Months Ended March 29, 2020
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(78,948)$(20,439)$(99,387)a,b,c
Income from discontinued operations, net of income taxes9,162 — 9,162 
(Loss) from continuing operations(88,110)(20,439)(108,549)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation5,121 — 5,121 
Amortization10,611 — 10,611 
Change in provision for bad debt expense5,802 22 5,824 a
Write down of inventory343 444 787 a
Compensation expense of share-based plans608 — 608 
Amortization of debt issuance costs4,513 — 4,513 
Goodwill Impairment116,182 21,896 138,078 c
Gain on sale of businesses(54,356)— (54,356)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable(1,550)(774)(2,324)a
Inventories(13,365)1,801 (11,564)a,b
Prepaid expenses and other assets(5,507)(8,557)(14,064)a,b
Accounts payable, accrued expenses and other liabilities1,081 6,929 8,010 a,b
Net cash (used in) continuing operations(18,627)1,322 (17,305)
Net cash (used in) discontinued operations(5,320)— (5,320)
Net cash provided by (used in) operating activities(23,947)1,322 (22,625)
INVESTING ACTIVITIES
Additions of property, plant and equipment(3,412)— (3,412)
Proceeds from beneficial interest of factored receivables599 — 599 
Proceeds from sale of business169,773 — 169,773 
Net cash provided by continuing investing activities166,960 — 166,960 
Net cash provided by discontinued investing activities68 — 68 
Net cash provided by investing activities167,028 — 167,028 
FINANCING ACTIVITIES
Proceeds from long-term debt129,325 — 129,325 
Payments of long-term debt(180,891)— (180,891)
Net change in short-term borrowings— 154 154 a
Proceeds from the exercise of stock options118 — 118 
Withholding tax payments on net share settlements on equity rewards— (523)(523)b
Net cash (used in) financing activities(51,448)(369)(51,817)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(5,389)807 (4,582)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH86,244 1,760 88,004 
Cash, cash equivalents and restricted cash at beginning of year85,727 (8,673)77,054 a,b,c
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$171,971 $(6,913)$165,058 





177



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Six Months Ended June 28, 2020
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(113,040)$(22,890)$(135,930)a,b,c
(Loss) from discontinued operations, net of income taxes(34,685)— (34,685)
(Loss) from continuing operations(78,355)(22,890)(101,245)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation10,079 — 10,079 
Amortization21,492 — 21,492 
Change in provision for bad debt expense7,768 — 7,768 a
Write down of inventory352 907 1,259 a
Compensation expense of share-based plans2,290 — 2,290 
Amortization of debt issuance costs5,488 — 5,488 
Goodwill Impairment116,182 21,896 138,078 c
Gain on sale of businesses(54,253)— (54,253)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable768 153 921 a
Inventories(12,370)(1,950)(14,320)a,b
Prepaid expenses and other assets(25,264)2,568 (22,696)a,b
Accounts payable, accrued expenses and other liabilities(31,475)569 (30,906)a,b
Net cash (used in) continuing operations(37,298)1,253 (36,045)
Net cash (used in) discontinued operations(11,532)— (11,532)
Net cash (used in) operating activities(48,830)1,253 (47,577)
INVESTING ACTIVITIES
Additions of property, plant and equipment(6,815)— (6,815)
Proceeds from the sale of property, plant and equipment(142)— (142)
Proceeds from beneficial interest of factored receivables1,339 — 1,339 
Proceeds from sale of business169,375 — 169,375 
Net cash provided by continuing investing activities163,757 — 163,757 
Net cash (used in) discontinued investing activities(10,071)— (10,071)
Net cash provided by investing activities153,686 — 153,686 
FINANCING ACTIVITIES
Proceeds from long-term debt129,325 — 129,325 
Payments of long-term debt(191,141)— (191,141)
Net change in short-term borrowings— 174 174 a
Proceeds from the exercise of stock options118 — 118 
Withholding tax payments on net share settlements on equity rewards— (656)(656)b
Net cash (used in) financing activities(61,698)(482)(62,180)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(2,421)588 (1,833)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH40,737 1,359 42,096 
Cash, cash equivalents and restricted cash at beginning of year85,727 (8,673)77,054 a,b,c
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$126,464 $(7,314)$119,150 





178



CIRCOR INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine Months Ended September 27, 2020
As Previously ReportedRestatement AdjustmentsAs RestatedRestatement Reference
OPERATING ACTIVITIES
Net (loss)$(171,564)$(29,074)$(200,638)a,b,c
(Loss) from discontinued operations, net of income taxes(34,345)— (34,345)
(Loss) from continuing operations(137,219)(29,074)(166,293)
Adjustments to reconcile net (loss) income to net cash (used in) operating activities:
Depreciation14,881 — 14,881 
Amortization32,418 — 32,418 
Change in provision for bad debt expense7,219 — 7,219 
Write down of inventory2,386 637 3,023 a
Compensation expense of share-based plans4,076 — 4,076 
Amortization of debt issuance costs6,463 — 6,463 
Deferred income tax provision35,582 (35,582)— a,b
Goodwill Impairment116,182 21,896 138,078 c
(Gain) on sale of businesses(54,253)— (54,253)
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Trade accounts receivable18,051 1,314 19,365 a
Inventories(8,477)(417)(8,894)a,b
Prepaid expenses and other assets(39,184)1,613 (37,571)a,b
Accounts payable, accrued expenses and other liabilities(30,468)39,438 8,970 a,b
Net cash (used in) continuing operations(32,343)(175)(32,518)
Net cash (used in) discontinued operations(14,022)— (14,022)
Net cash (used in) operating activities(46,365)(175)(46,540)
INVESTING ACTIVITIES
Additions of property, plant and equipment(9,147)— (9,147)
Proceeds from the sale of property, plant and equipment(122)— (122)
Proceeds from beneficial interest of factored receivables2,212 — 2,212 
Proceeds from sale of business166,210 — 166,210 
Net cash provided by continuing investing activities159,153 — 159,153 
Net cash (used in) discontinued investing activities(11,338)— (11,338)
Net cash provided by investing activities147,815 — 147,815 
FINANCING ACTIVITIES
Proceeds from long-term debt165,800 — 165,800 
Payments of long-term debt(279,191)— (279,191)
Net change in short-term borrowings— (47)(47)a
Proceeds from the exercise of stock options117 — 117 
Withholding tax payments on net share settlements on equity rewards— (656)(656)b
Net cash (used in) financing activities(113,274)(703)(113,977)
Effect of exchange rate changes on cash, cash equivalents and restricted cash29 609 638 
(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(11,795)(269)(12,064)
Cash, cash equivalents and restricted cash at beginning of year85,727 (8,673)77,054 a,b,c
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR$73,932 $(8,942)$64,990 





179



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Accumulated deficitAccumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(86,461)$(85,968)$(74,472)$206,041 
Net loss— — — (7,119)— (7,119)
Other comprehensive loss, net of tax— — — — (1,948)— (1,948)
Stock options exercised— 151 — — — 151 
Conversion of restricted stock units165 (2,423)— — — (2,421)
Share-based plan compensation— — 1,402 — — — 1,402 
BALANCE AT APRIL 4, 202120,171 $216 $451,858 $(93,580)$(87,916)$(74,472)$196,106 
Restatement Impacts
BALANCE AT DECEMBER 31, 2020— — — (49,982)(3,161)— (53,143)
Net loss— — — (4,677)— — (4,677)
Other comprehensive loss, net of tax— — — — 376 — 376 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT APRIL 4, 2021— $— $— $(54,659)$(2,784)$— $(57,443)
As Restated
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(136,443)$(89,129)$(74,472)$152,898 
Net loss— — — (11,796)— — (11,796)
Other comprehensive income, net of tax— — — — (1,572)— (1,572)
Stock options exercised— 151 — — — 151 
Conversion of restricted stock units165 (2,423)— — — (2,421)
Share-based plan compensation— — 1,402 — — — 1,402 
BALANCE AT APRIL 4, 202120,171 $216 $451,858 $(148,239)$(90,700)$(74,472)$138,663 
180



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Accumulated deficitAccumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT APRIL 4, 202120,171 $216 $451,858 $(93,580)$(87,916)$(74,472)$196,106 
Net loss— — — (15,563)— (15,563)
Other comprehensive loss, net of tax— — — — 1,843 — 1,843 
Stock options exercised18 — — — — — — 
Conversion of restricted stock units59 — (847)— — — (847)
Share-based plan compensation— — 1,501 — — — 1,501 
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(109,143)$(86,073)$(74,472)$183,040 
Restatement Impacts
BALANCE AT APRIL 4, 2021— — — (54,659)(2,784)— (57,443)
Net loss— — — (3,221)— — (3,221)
Other comprehensive loss, net of tax— — — — (193)— (193)
Stock options exercised(18)— — — — — — 
Conversion of restricted stock units18 — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT JULY 4, 2021— $— $— $(57,880)$(2,975)$— $(60,855)
As Restated
BALANCE AT APRIL 4, 202120,171 $216 $451,858 $(148,239)$(90,700)$(74,472)$138,663 
Net loss— — — (18,784)— — (18,784)
Other comprehensive income, net of tax— — — — 1,650 — 1,650 
Stock options exercised— — — — — — — 
Conversion of restricted stock units77 — (847)— — — (847)
Share-based plan compensation— — 1,501 — — — 1,501 
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(167,023)$(89,048)$(74,472)$122,185 
181



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
(Accumulated deficit)Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(86,461)$(85,968)$(74,472)$206,041 
Net loss— — — (22,682)— (22,682)
Other comprehensive loss, net of tax— — — — (105)— (105)
Stock options exercised23 — 151 — — — 151 
Conversion of restricted stock units224 (3,270)— — — (3,268)
Share-based plan compensation— — 2,903 — — — 2,903 
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(109,143)$(86,073)$(74,472)$183,040 
Restatement Impacts
BALANCE AT DECEMBER 31, 2020— — — (49,982)(3,161)— (53,143)
Net loss— — — (7,898)— — (7,898)
Other comprehensive loss, net of tax— — — — 186 — 186 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT JULY 4, 2021— $— $— $(57,880)$(2,975)$— $(60,855)
As Restated
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(136,443)$(89,129)$(74,472)$152,898 
Net loss— — — (30,580)— — (30,580)
Other comprehensive income, net of tax— — — — 81 — 81 
Stock options exercised23 — 151 — — — 151 
Conversion of restricted stock units224 (3,270)— — — (3,268)
Share-based plan compensation— — 2,903 — — — 2,903 
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(167,023)$(89,048)$(74,472)$122,185 
182



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(109,143)$(86,073)$(74,472)$183,040 
Net income— — — 1,147 — 1,147 
Other comprehensive loss, net of tax— — — — (893)— (893)
Conversion of restricted stock units(13)— — — (12)
Share-based plan compensation— — 1,262 — — — 1,262 
BALANCE AT OCTOBER 3, 202120,255 $217 $453,761 $(107,996)$(86,966)$(74,472)$184,544 
Restatement Impacts
BALANCE AT JULY 4, 2021— — — (57,880)(2,975)— (60,855)
Net loss— — — (3,777)— — (3,777)
Other comprehensive loss, net of tax— — — — 1,343 — 1,343 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT OCTOBER 3, 2021— $— $— $(61,656)$(1,633)$— $(63,288)
As Restated
BALANCE AT JULY 4, 202120,248 $216 $452,512 $(167,023)$(89,048)$(74,472)$122,185 
Net loss— — — (2,630)— — (2,630)
Other comprehensive income, net of tax— — — — 450 — 450 
Conversion of restricted stock units(13)— — — (12)
Share-based plan compensation— — 1,262 — — — 1,262 
BALANCE AT OCTOBER 3, 202120,255 $217 $453,761 $(169,652)$(88,599)$(74,472)$121,256 
183



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Accumulated deficitAccumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(86,461)$(85,968)$(74,472)$206,041 
Net loss— — — (21,535)— (21,535)
Other comprehensive loss, net of tax— — — — (998)— (998)
Stock options exercised24 — 151 — — — 151 
Conversion of restricted stock units230 (3,283)— — — (3,280)
Share-based plan compensation— — 4,165 — — — 4,165 
BALANCE AT OCTOBER 3, 202120,255 $217 $453,761 $(107,996)$(86,966)$(74,472)$184,544 
Restatement Impacts
BALANCE AT DECEMBER 31, 2020— — — (49,982)(3,161)— (53,143)
Net loss— — — (11,674)— — (11,674)
Other comprehensive loss, net of tax— — — — 1,528 — 1,528 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT OCTOBER 3, 2021— $— $— $(61,656)$(1,633)$— $(63,288)
As Restated
BALANCE AT DECEMBER 31, 202020,001 $214 $452,728 $(136,443)$(89,129)$(74,472)$152,898 
Net loss— — — (33,209)— — (33,209)
Other comprehensive income, net of tax— — — — 530 — 530 
Stock options exercised24 — 151 — — — 151 
Conversion of restricted stock units230 (3,283)— — — (3,280)
Share-based plan compensation— — 4,165 — — — 4,165 
BALANCE AT OCTOBER 3, 202120,255 $217 $453,761 $(169,652)$(88,599)$(74,472)$121,256 
184



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 201919,912 $213 $446,657 $99,280 $(80,267)$(74,472)$391,411 
Net loss— — — (78,948)— (78,948)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive loss, net of tax— — — — (22,606)— (22,606)
Conversion of restricted stock units41 — 420 — — — 420 
Stock options exercised— 117 — — — 117 
Share-based plan compensation— — 673 — — — 673 
BALANCE AT MARCH 29, 202019,956 $213 $447,867 $20,110 $(102,873)$(74,472)$290,845 
Restatement Impacts
BALANCE AT DECEMBER 31, 2019— — — (16,866)(678)— (17,544)
Net loss— — — (20,439)— — (20,439)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — — — — — 
Other comprehensive loss, net of tax— — — — 2,099 — 2,099 
Conversion of restricted stock units— — — — — — — 
Stock options exercised— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT MARCH 29, 2020— $— $— $(37,305)$1,421 $— $(35,884)
As Restated
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net loss— — — (99,387)— — (99,387)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive income, net of tax— — — — (20,507)— (20,507)
Conversion of restricted stock units41 — 420 — — — 420 
Stock options exercised— 117 — — — 117 
Share-based plan compensation— — 673 — — — 673 
BALANCE AT MARCH 29, 2020 (As Restated)19,956 $213 447,867 $(17,195)$(101,452)$(74,472)$254,961 
185



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT MARCH 29, 202019,956 $213 $447,867 $20,110 $(102,873)$(74,472)$290,845 
Net loss— — — (34,092)— (34,092)
Other comprehensive loss, net of tax— — — — 14,888 — 14,888 
Conversion of restricted stock units38 (134)— — — (133)
Share-based plan compensation— — 1,843 — — — 1,843 
BALANCE AT JUNE 28, 202019,994 $214 $449,576 $(13,982)$(87,985)$(74,472)$273,351 
Restatement Impacts
BALANCE AT MARCH 29, 2020— — — (37,305)1,421 — (35,884)
Net loss— — — (2,450)— — (2,450)
Other comprehensive loss, net of tax— — — — (1,230)— (1,230)
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT JUNE 28, 2020— $— $— $(39,755)$191 $— $(39,562)
As Restated
BALANCE AT MARCH 29, 202019,956 $213 $447,867 $(17,195)$(101,452)$(74,472)$254,961 
Net loss— — — (36,542)— — (36,542)
Other comprehensive income, net of tax— — — — 13,658 — 13,658 
Conversion of restricted stock units38 (134)— — — (133)
Share-based plan compensation— — 1,843 — — — 1,843 
BALANCE AT JUNE 28, 2020 (As Restated)19,994 $214 $449,576 $(53,737)$(87,794)$(74,472)$233,789 
186



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 201919,912 $213 $446,657 $99,280 $(80,267)$(74,472)$391,411 
Net loss— — — (113,040)— (113,040)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive loss, net of tax— — — (7,718)— (7,718)
Stock options exercised— — 119 — — — 119 
Conversion of restricted stock units82 286 — — — 287 
Share-based plan compensation— — 2,514 — — — 2,514 
BALANCE AT JUNE 28, 202019,994 $214 $449,576 $(13,982)$(87,985)$(74,472)$273,351 
Restatement Impacts
BALANCE AT DECEMBER 31, 2019— — — (16,866)(678)— (17,544)
Net loss— — — (22,890)— — (22,890)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — — — — — 
Other comprehensive loss, net of tax— — — — 869 — 869 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT JUNE 28, 2020— $— $— $(39,755)$191 $— $(39,562)
As Restated
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net loss— — — (135,930)— — (135,930)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive income, net of tax— — — — (6,849)— (6,849)
Stock options exercised— — 119 — — — 119 
Conversion of restricted stock units82 286 — — — 287 
Share-based plan compensation— — 2,514 — — — 2,514 
BALANCE AT JUNE 28, 2020 (As Restated)19,994 $214 $449,576 $(53,737)$(87,794)$(74,472)$233,789 
187



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Accumulated deficitAccumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT JUNE 28, 202019,994 $214 $449,576 $(13,982)$(87,985)$(74,472)$273,351 
Net loss— — — (58,524)— (58,524)
Other comprehensive loss, net of tax— — — — 4,234 — 4,234 
Other— — — (22)— — (22)
Conversion of restricted stock units— (11)— — — (11)
Share-based plan compensation— — 1,786 — — — 1,786 
BALANCE AT SEPTEMBER 27, 202019,998 $214 $451,351 $(72,528)$(83,751)$(74,472)$220,814 
Restatement Impacts
BALANCE AT JUNE 28, 2020— — — (39,755)191 — (39,562)
Net loss— — — (6,185)— — (6,185)
Other comprehensive loss, net of tax— — — — (712)— (712)
Other— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT SEPTEMBER 27, 2020— $— $— $(45,940)$(521)$— $(46,460)
As Restated
BALANCE AT JUNE 28, 202019,994 $214 $449,576 $(53,737)$(87,794)$(74,472)$233,789 
Net loss— — — (64,709)— — (64,709)
Other comprehensive income, net of tax— — — — 3,522 — 3,522 
Other— — (22)— — (22)
Conversion of restricted stock units— (11)— — — (11)
Share-based plan compensation— — 1,786 — — — 1,786 
BALANCE AT SEPTEMBER 27, 2020 (As Restated)19,998 $214 $451,351 $(118,466)$(84,273)$(74,472)$174,354 
188



CIRCOR INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
 Common StockAdditional
Paid-in
Capital
Retained
Earnings (Accumulated deficit)
Accumulated
Other
Comprehensive
(Loss)
Treasury StockTotal
Shareholders’
Equity
 SharesAmount
As Previously Reported
BALANCE AT DECEMBER 31, 201919,912 $213 $446,657 $99,280 $(80,267)$(74,472)$391,411 
Net loss— — — (171,564)— (171,564)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive loss, net of tax— — — (3,484)— (3,484)
Other— — — (22)— — (22)
Stock options exercised— 117 — — — 117 
Conversion of restricted stock units83 275 — — — 276 
Share-based plan compensation— — 4,302 — — — 4,302 
BALANCE AT SEPTEMBER 27, 202019,998 $214 $451,351 $(72,528)$(83,751)$(74,472)$220,814 
Restatement Impacts
BALANCE AT DECEMBER 31, 2019— — — (16,866)(678)— (17,544)
Net loss— — — (29,074)— — (29,074)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — — — — — 
Other comprehensive loss, net of tax— — — — 157 — 157 
Other— — — — — — — 
Stock options exercised— — — — — — — 
Conversion of restricted stock units— — — — — — — 
Share-based plan compensation— — — — — — — 
BALANCE AT SEPTEMBER 27, 2020— $— $— $(45,940)$(521)$— $(46,460)
As Restated
BALANCE AT DECEMBER 31, 2019 (As Restated)19,912 $213 $446,657 $82,414 $(80,945)$(74,472)$373,867 
Net loss— — — (200,638)— — (200,638)
Cumulative effect adjustment related to adoption of current expected credit loss standard (ASC 326)— — — (222)— — (222)
Other comprehensive income, net of tax— — — — (3,327)— (3,327)
Other— — (22)— — (22)
Stock options exercised— 117 — — — 117 
Conversion of restricted stock units83 275 — — — 276 
Share-based plan compensation— — 4,302 — — — 4,302 
BALANCE AT SEPTEMBER 27, 2020 (As Restated)19,998 $214 $451,351 $(118,466)$(84,273)$(74,472)$174,354 
189