Special Charges/Recoveries | Special & Restructuring Charges (Recoveries), net Special and Restructuring Charges (Recoveries), 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. All items described below are recorded in Special and restructuring charges, net on our consolidated statements of (loss) income. Certain other special and restructuring charges such as inventory related items may be recorded in cost of revenues given the nature of the item. The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges (recoveries), net line item on the condensed consolidated statements of (loss) income for the three and nine months ended September 30, 2018 and October 1, 2017 : Special & Restructuring Charges (Recoveries), net Three Months Ended Nine Months Ended September 30, 2018 October 1, 2017 September 30, 2018 October 1, 2017 Special charges (recoveries), net $ 1,408 $ 1,978 $ 5,395 $ (5,809 ) Restructuring charges, net 1,348 341 11,807 5,366 Total special and restructuring charges (recoveries), net $ 2,756 $ 2,319 $ 17,202 $ (443 ) Special Charges (Recoveries), net The table below (in thousands) outlines the special charges, net recorded for the three and nine months ended September 30, 2018 : Special Charges, net For the three months ended September 30, 2018 Energy Aerospace & Defense Industrial Corporate Total Brazil closure $ 198 $ — $ — $ — $ 198 Acquisition related charges — — — 1,210 1,210 Total special charges, net $ 198 $ — $ — $ 1,210 $ 1,408 Special Charges, net For the nine months ended September 30, 2018 Energy Aerospace & Defense Industrial Corporate Total Brazil closure $ 730 $ — $ — $ — $ 730 Acquisition related charges — — — 4,665 4,665 Total special charges, net $ 730 $ — $ — $ 4,665 $ 5,395 Acquisition related charges: On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $1.2 million and $4.7 million during the three and nine months ended September 30, 2018, respectively, related to internal costs and external professional fees to separate the FH business from Colfax and integrate the FH business into our legacy structure. 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 conditions and outlook deteriorated. In connection with the closure, we recorded $0.2 million and $0.7 million of charges within the Energy segment during the three and nine months ended September 30, 2018, respectively, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016. The table below (in thousands) outlines the special charges (recoveries), net recorded for the three and nine months ended October 1, 2017 : Special Charges (Recoveries), net For the three months ended October 1, 2017 Energy Aerospace & Defense Industrial Corporate Total Acquisition related charges $ — $ — $ — $ 1,786 $ 1,786 Brazil closure 192 — — 192 Total special charges, net $ 192 $ — $ — $ 1,786 $ 1,978 Special (Recoveries) Charges, net For the nine months ended October 1, 2017 Energy Aerospace & Defense Industrial Corporate Total Acquisition related charges $ — $ — $ 1,923 $ 1,923 Brazil closure 619 — — — 619 Divestiture — 3,748 — 101 3,849 Contingent consideration revaluation (12,200 ) — — — (12,200 ) Total special (recoveries) charges, net $ (11,581 ) $ 3,748 $ — $ 2,024 $ (5,809 ) Acquisition related charges: • On October 12, 2016, we acquired Critical Flow Solutions ("CFS"). In connection with our acquisition, we recorded $0.1 million of acquisition related professional fees during the nine months ended October 1, 2017. No CFS professional fees were recorded during the three months ended October 1, 2017. • On September 24, 2017, we entered into the Purchase Agreement to purchase FH. In connection with the Purchase Agreement, we recorded $1.8 million of acquisition related professional fees, primarily for legal services, during the three and nine months ended October 1, 2017. Brazil Closure: In connection with the closure, we recorded $0.2 million and $0.6 million of charges within the Energy segment during the three and nine months ended October 1, 2017, respectively. Divestiture: On July 7, 2017, we divested our French non-core aerospace build-to-print business within our Aerospace & Defense 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 $1.5 million of severance included as a restructuring charge. Contingent Consideration Revaluation: The fair value of the earn-out in connection with our October 2016 acquisition of CFS decreased $12.2 million during the nine months ended October 1, 2017. The change in fair value was recorded as a special gain during the nine months ended October 1, 2017. Accordingly, the revised fair value assessment indicated an earn-out of zero as of October 1, 2017. Restructuring Charges (Recoveries), net The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the three and nine months ended September 30, 2018 and October 1, 2017 . A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below. Restructuring Charges As of and for the three months ended September 30, 2018 Energy Aerospace & Defense Industrial Corporate Total Facility related expenses $ 708 $ 60 $ — $ — $ 768 Employee related expenses, net 300 — 280 — 580 Total restructuring charges, net $ 1,008 $ 60 $ 280 $ — $ 1,348 Accrued restructuring charges as of July 1, 2018 $ 1,547 Total quarter to date charges, net (shown above) 1,348 Charges paid / settled, net (342 ) Accrued restructuring charges as of September 30, 2018 $ 1,006 Restructuring Charges As of and for the nine months ended September 30, 2018 Energy Aerospace & Defense Industrial Corporate Total Facility related expenses $ 2,380 $ 190 $ — $ — $ 2,570 Employee related expenses, net 7,748 — 1,489 — 9,237 Total restructuring charges, net $ 10,128 $ 190 $ 1,489 $ — $ 11,807 Accrued restructuring charges as of December 31, 2017 $ 1,586 Total year to date charges, net (shown above) 11,807 Charges paid / settled, net (12,387 ) Accrued restructuring charges as of September 30, 2018 $ 1,006 We expect to make payment or settle the majority of the restructuring charges accrued as of September 30, 2018 during the fourth quarter of 2018. Restructuring Charges, net As of and for the three months ended October 1, 2017 Energy Aerospace & Defense Industrial Corporate Total Facility related expenses $ 227 $ 165 $ — $ — $ 392 Employee related (recoveries) expenses (89 ) 38 — — (51 ) Total restructuring charges, net $ 138 $ 203 $ — $ — $ 341 Accrued restructuring charges as of July 2, 2017 $ 2,118 Total quarter to date charges, net (shown above) 341 Charges paid / settled, net (592 ) Accrued restructuring charges as of October 1, 2017 $ 1,867 Restructuring Charges, net As of and for the nine months ended October 1, 2017 Energy Aerospace & Defense Industrial Corporate Total Facility related expenses $ 2,221 $ 497 $ — $ — $ 2,718 Employee related expenses 886 1,762 — — 2,648 Total restructuring charges, net $ 3,107 $ 2,259 $ — $ — $ 5,366 Accrued restructuring charges as of December 31, 2016 $ 1,618 Total year to date charges, net (shown above) 5,366 Charges paid / settled, net (5,117 ) Accrued restructuring charges as of October 1, 2017 $ 1,867 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) will be recorded in 2017 and 2018. The amounts shown below reflect the total cost for that restructuring program. During 2018 and 2017, we initiated certain restructuring activities, under which we continued to simplify our business ("2018 Actions" and "2017 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 were finalized in 2017. 2018 Actions Restructuring Charges, net as of September 30, 2018 Energy Aerospace & Defense Industrial Corporate Total Facility related expenses - incurred to date $ 2,091 $ — $ — $ — $ 2,091 Employee related expenses - incurred to date 7,491 — 1,464 — 8,955 Total restructuring related special charges - incurred to date $ 9,582 $ — $ 1,464 $ — $ 11,046 Additional Restructuring Charges In conjunction with the restructuring action noted above, we incurred certain inventory costs that are recorded in cost of revenues instead of special and restructuring charges. For the quarter ended September 30, 2018 we recorded no inventory related restructuring charges. During the nine months ended September 30, 2018 we recorded $1.6 million of inventory related restructuring charges within our Energy segment for restructuring actions with our Reliability Services and Engineered Valves businesses. |