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Operator
Good day, ladies and gentlemen. Welcome to CIRCOR International's third quarter 2013 financial results conference call. Today's call will be recorded. At this time all participants have been placed in a listen-only mode. There will be an opportunity for questions and comments after the prepared remarks. (Operator Instructions).
I will now turn the conference over to Mr. Dennis Walsh from Sharon Merrill for opening remarks and introductions. Please go ahead, sir.
Dennis Walsh - IR
Thank you and good morning, everyone. On the call today is Scott Buckhout, CIRCOR's President and CEO; Wayne Robbins, President of CIRCOR's Energy Group; and Fred Burditt, the company's Chief Financial Officer. The slides we will be referring to today are available on CIRCOR's website at www.CIRCOR.com, on the webcast and presentation section of the investors link.
Today's discussion contains forward-looking statements that identify future expectations. These expectations are subject to known and unknown risks and uncertainties and other factors. For a full discussion of these factors, the company advises you to review CIRCOR's Form 10-K for 2012 and other SEC filings. The company's filings are available on its website at CIRCOR.com. Actual results could differ materially from those anticipated or implied by today's remarks. Any forward-looking statements only represent the company's views as of today, October 31st, 2013. While CIRCOR may choose to update these forward-looking statements at a later date, the company specifically disclaims any duty to do so.
On today's call, management will often refer to adjusted operating income, adjusted operating margins, adjusted EPS and free cash flow. These metrics exclude any pre-tax special charges, restructuring inventory reserves and intangible impairments. The reconciliation of CIRCOR's non-GAAP adjusted operating income, adjusted net income, adjusted EPS and free cash flow to the comparable GAAP measures are available in the financial tables of the earnings press release on CIRCOR's website.
I will now turn the call over to Mr. Buckhout.
Scott Buckhout - President, CEO
Thank you, Dennis, and good morning, everyone. Overall I'm pleased with the financial results the CIRCOR team produced in the quarter. As you know, margin expansion is one of our top priorities. In Q3, we delivered our second consecutive double-digit adjusted operating margin. AOI was 11.1%, up 230 basis points from last year and 110 basis points, sequentially. We saw significant improvements in both the Energy and the Aerospace groups. The main factors driving the improved margins were better pricing, mix, and productivity, as well as the recently completed restructuring that was announced last year.
Another top priority for us is cash flow. Our focus on working capital, along with strong earnings, helped us deliver free cash flow of nearly $30 million in the quarter. This was up over $10 million from the same period in 2012 and puts our year-to-date free cash flow to net income ratio at 105%. This is a ratio we monitor closely. On the topline, revenues grew 2% with increases in our Flow Technologies and Aerospace businesses which offset a slight decline in Energy.
The main highlight in the quarter from a commercial perspective was our order intake in our Flow Technologies business, which was up 22% versus prior year to a record $79 million. I will discuss orders across all of CIRCOR in more detail later in the call.
During the third quarter, we initiated the first major step of our ongoing simplification process at CIRCOR. This included the three restructuring actions we announced on our last call. These actions are intended to reduce complexity, expand margins and better align our businesses with common end markets. We are on schedule with this initiative and expect to complete these actions by Q1 of next year, at which time we will begin to realize the previously announced annualized cost savings of about $4 million.
Finally, we recently completed an update of our five-year strategic plan. Based on that work, we are changing our organizational structure to simplify the way we manage CIRCOR and further align our businesses with end-markets. As part of the organizational change, we will consolidate our group structure from three groups to two. Initially these changes are focused on reducing management layers and combining back-office operations. Our commercial organization will remain unchanged. But over time, we will incrementally align our customer-facing organization by end-market rather than the existing internally focused business unit alignments we have today.
The first new group will be Energy, which will include all of the businesses from the existing Energy group and most of the current Flow Technologies businesses. The primary markets served in the new Energy group are oil and gas, upstream, mid stream and downstream, as well as the global power market.
The second group will be Aerospace and Defense, which we will include all of the current Aerospace group, plus a few primarily defense-oriented businesses currently in the Flow Technologies group.
Wayne Robbins will transition from the role of Executive Vice President and COO, to Executive Vice President and Group President of the new CIRCOR Energy Group. Michael Dill will remain as the Group Vice President in CIRCOR Aerospace -- of CIRCOR Aerospace and Defense Group. We expect to complete this reorganization in the fourth quarter and anticipate an annual expense reduction of approximately $5 million.
With that, I will turn the call over to Fred. I will come back later to give you more detail on recent market trends and our guidance for the fourth quarter.
Fred Burditt - CFO
Thank you, Scott. Good morning, everyone. I will begin with slide three, which is a summary of our consolidated results. Scott already provided the high=level overview of our third quarter; the 230 basis point improvement in adjusted operating margin to 11.1%. In addition, adjusted operating income was up 28% year-over-year to $23.7 million. Adjusted earnings per diluted share, excluding the impact of special charges, was $0.93, a 22% increase compared with $0.76 last year, and backlog of $446.9 million was up 1%.
Now, please turn to slide four, which provides an update of the restructuring-related charges associated with our 2012 programs that are now complete. The charges in Q3, which wrap up this program, were $1 million. We expect this program to generate $7 million of annual savings with approximately $1.6 million benefiting our Q3.
Slide five outlines the impact of the programs launched last quarter. We expect that the total charges related to this restructuring will be in the range of $8.3 million to $9.1 million with 20% being non-cash and 80% being cash. About $1.4 million was recorded in Q3 and about $2.7 million to $3 million is expected to be recorded in the current fourth quarter. The anticipated annualized savings will be in the range of $4 million, beginning in the first quarter of 2014, with a full run rate beginning in the second half.
As Scott reviewed, we are announcing new organizational changes that will benefit CIRCOR annually by approximately $5 million. The cost to achieve this will be approximately $2.6 million to $3 million, which will be recorded as special charges in the fourth quarter. Related to this, we will also be moving to two reporting segments in the fourth quarter, aligned with this new group structure. We will report our fourth quarter earnings and our 2013 10-K in the new format early next year.
With that, let's move to the segments, with Energy on slide six. Energy revenues of $108.4 million for Q3 decreased 1% year-over-year. This was driven by reductions in the North American distributed valves market as rig counts are down year-over-year, partially offset by growth in large international projects. The segment's adjusted operating margin was a very strong 17.1%, up from 14% in the third quarter of 2012, primarily driven by improved pricing and favorable order mix within our large international projects business, Brazil restructuring benefits and reduced operating expenses, partially offset by lower shipment volume and the associated leverage.
For Flow Technologies, turn to slide seven. Revenue was $69.8 million, up 3% year-over-year due to contributions from power and instrumentation as well as favorable foreign currency fluctuations. Flow's third quarter adjusted operating margin was 13.6%, up from 13.1% last year, primarily due to improved volume, associated margins and favorable pricing, partially offset by sales and marketing growth investments.
Now, Aerospace on slide eight. Revenues of $36.4 million were up 15% from prior year, with strength in most of our markets, as well as favorable foreign currency fluctuations of 2%. Aerospace margins in Q3 were 11.3% compared with 4.2% in Q3 of 2012, due primarily to increased volume and savings associated with the California restructuring.
Slide nine slows our consolidated P&L. I will comment on special charges and the tax rate. In Q3 this year, we recorded net special recoveries of $200,000. This is composed of special charges of $2.9 million, primarily associated with our restructuring discussed earlier, offset by a gain of $3.1 million from the settlement of a prior acquisition purchase price dispute.
The tax rate for Q3 was 21.7%, compared with our tax rate of negative 92.8% for the same period of 2012. Excluding the impact of restructuring charges, the comparable tax rate for last year would have been 20.9%. We anticipate our fourth quarter tax rate to be approximately 29%.
Now, turning to slide ten. During the third quarter we generated a positive $29.6 million in free cash flow, which put us at $40.2 million year-to-date. With that, I will turn the call back to Scott who will give us an update on orders and our guidance for the fourth quarter.
Scott Buckhout - President, CEO
Thank you, Fred. Before I get into our guidance, let me start by giving you a quick overview of the third quarter order intake, as well as current market trends.
We'll start with Energy. Incoming orders were $101 million in the quarter, down 14% year-over-year, primarily due to lower orders in our large international projects business. The trends we discussed last quarter in this business continued through the third quarter, including delayed decisions on large projects despite strong quoting activity. Overall, our win rate remains unchanged and we did not lose any major project proposals. As we enter Q4, we are not seeing a meaningful change to this trend, which is increasing price pressure on some of the larger project proposals. However, despite a somewhat stagnant environment today we remain optimistic about an increase in activity in 2014.
In our short cycle business, the market demand has played out as expected. Orders were slightly down versus prior year, driven largely by rig counts. As with our large project business, we do not anticipate a meaningful change in our order run rate before the end of the year. We expect modest growth to resume in 2014.
In Flow Technologies, orders were up 22% to a record high of over $79 million in the segment, with strong contributions from most end-markets. Strength in Flow Technologies orders included a large project order for the Australian Ichthys LNG project. Products include valves and instrumentation along with our proprietary gyro lock fittings.
In the Offshore Oil and Gas segment, served by our Flow Technologies businesses, we are seeing an ongoing shift to higher-strength alloys to improve service life. We expect this trend to support solid demand levels into 2014.
In Aerospace, orders were up 2% year-over-year to $44 million. This was due to modest growth in most end-markets that we serve.
That brings to us our guidance for the fourth quarter. Based on our end-market assumptions, we expect that fourth quarter revenue will be in the range of $222 million to $228 million, which represents organic growth between 10% and 13%. We expect to report adjusted EPS in the range of $0.88 to $0.95, which represents year-over-year growth of 29% to 40%.
Overall we feel good about the quarter we just delivered as well as our outlook for the remainder of the year. We have a solid foundation in place at CIRCOR with exposure to good end-markets and significant opportunities to improve our performance on our top three priorities; growth, margin expansion and free cash flow.
On May 15th next year we will be hosting an Investor Day in New York City, where we will elaborate on our vision for CIRCOR. Please save the date and watch for more details to follow. With that, Fred, Wayne and I are available to take your questions.
Operator
Thank you. (Operator Instructions). Our first question from Nathan Jones with Stifel Nicolaus. Please state your question.
Nathan Jones - Analyst
Good morning, Scott, Fred. Hello?
Scott Buckhout - President, CEO
Hello.
Fred Burditt - CFO
Hello. Can you hear us?
Nathan Jones - Analyst
I can hear you, can you hear me?
Fred Burditt - CFO
Yes.
Nathan Jones - Analyst
Okay. Good morning.
Scott Buckhout - President, CEO
Good morning.
Nathan Jones - Analyst
Congratulations on a very nice quarter. I guess I will start with probably the one weak area, that is obviously out of your control, which is the long-cycle energy business. Continued to see orders decline throughout the year there. Can you give us any more color on your expectations, particularly in the long-cycle energy business for when we might see some movement on release of these projects?
Scott Buckhout - President, CEO
Yes, Nathan, I think the way to think about it -- you know this is a very lumpy business for us, we can have quite large orders that can fundamentally change that year-over-year percentage. So I want to be careful with how I answer your question. We -- up to this point in the quarter, we are seeing, I would say, slightly better traction than we saw last quarter. But I'm reluctant to tell you that we are going to see a meaningful inflection point this quarter versus last quarter, based on the one month track record here. We are more confident about next year. We aren't seeing the orders that we've quoted dropping out of our pipeline. We just continue to see them get delayed. I'm more optimistic about Q1 and Q2 in this business than I am about this current quarter. But we are seeing a little bit better traction so far here in October.
Nathan Jones - Analyst
Okay. And think with that business quarter-to-quarter is not really that relevant. But you do feel like these orders are likely to be released maybe in the first half of next year?
Scott Buckhout - President, CEO
That is the right -- yes, that is the right way to say it.
Nathan Jones - Analyst
And on the Flow Technologies orders, I think you said that was a record quarter for that. Were there some large discrete orders that you wouldn't expect to repeat? Is this kind of an order level that we shouldn't be expecting to continue? Or is this kind of the normal level that we should be expecting to continue?
Scott Buckhout - President, CEO
I think that -- okay. So I will answer two questions there. The first is yes, we did have a large order in the $5 million range. The Australian LNG project that we received our first initial order for in the quarter. But you can see from the improvement year-over-year, it wasn't all that project. We also anticipate that that project is going to continue to drive strong orders. So we are in now -- we received, I would say, a first initial order and that will continue over next 12 months.
So I think the rate you are seeing might come down a little bit but we expect ongoing strength in this business. So from a sequential basis I would expect maybe slight moderation as we close the year and go into early next year, but ongoing strength.
Nathan Jones - Analyst
Fair enough. And if I could just get one more in on the restructuring benefits -- incremental restructuring benefits we should be looking at next year. I wonder if you could break out maybe between the three different programs, what the incremental benefit will be in 2014 versus 2013?
Fred Burditt - CFO
This is Fred. The organizational change we just announced, that is approximately $5 million. We get the full benefit of that next year because we are taking the actions in Q4. As it relates to what we announced last quarter, which is around a $4 million annually, we will get close to half of that next year. Again, the biggest savings is in the -- is the downsizing of our New York facility. And that should be completed at the end of the first quarter, going into the second quarter. So we will get -- probably a little more than half of the $4 million next year. And we certainly have carryover -- of the $7 million, we will probably have at least -- close to -- I would say $3 million of that will be a carryover next year. So those are the three big chunks.
Nathan Jones - Analyst
Great. Thanks very much, guys.
Scott Buckhout - President, CEO
Thanks, Nathan.
Operator
Our next question comes from Matt Summerville with KeyBanc. Please state your question.
Matt Summerville - Analyst
A couple of questions. First, just on the Aerospace segment, can you guys bridge, both year-over-year and sequentially, kind of the buckets that are driving the margin improvement there? And then Scott, do you feel like a double-digit margin rate from here looking forward is sustainable in Aerospace? or was there something timing related that maybe helped a bit?
Fred Burditt - CFO
I will start with the first part for you, Matt. On a year-over-year basis, it is primarily -- volume is the first issue. We had increased volume year-over-year in that business. And it has got pretty good improvement. We had very good mix, as it relates to programs. And thirdly, we had about $800,000 on the restructuring, which is on a year-over-year basis, was benefited us. And I would say most of that is also true if you look, sequentially. Again, the mix was very positive, volume, and we had more savings from the restructuring project.
Scott Buckhout - President, CEO
I think to answer the second part of your question on whether double-digit is sustainable as we go through the three things that Fred just mentioned, certainly two of the three are not going to change as we go forward. So the restructuring savings will still be there. We don't expect volume to drop off in any meaningful way. I think the unknown on the margin would be the mix -- the mix between flow control, actuation and landing gear, which could have an impact on margins. We are not anticipating that the margin is going to somehow go down to single digits.
Matt Summerville - Analyst
Then you mentioned you recast CIRCOR's longer term business plan, you mentioned one of the cost levers with the upcoming reorg from three to two businesses -- or two segments; what are you looking at, if you bucket things from a cost perspective? Beyond this latest $5 million, how much more is there to come, in your mind, over the next 24 months?
Scott Buckhout - President, CEO
Okay. So I think the right way to answer the question is to maybe talk about how we compare to our peers. If you look at CIRCOR's OpEx as a percentage of sales we are some where between 21% and 22%. If you were to aggregate up all of our peers and look at their average, they are probably running somewhere around 16%. I haven't seen anything specific about CIRCOR that would suggest that we need to be five or six points higher than our peers in OpEx. So I wouldn't say that that is a 24 month outlook, Matt, but I would say that our goal is to get our OpEx directionally in the same range as our peers. But I wouldn't say that is going to happen in 24 months.
Matt Summerville - Analyst
Thanks a lot. Appreciate it.
Scott Buckhout - President, CEO
Okay.
Operator
(Operator Instructions). Our next question from Kevin Maczka with BB&T Capital Markets.
Kevin Maczka - Analyst
Thanks, good morning.
Scott Buckhout - President, CEO
Good morning, Kevin.
Fred Burditt - CFO
Good morning, Kevin.
Kevin Maczka - Analyst
Similar question, in terms of margin sustainability but on the Energy side. We haven't seen 17% margins there in a long time. That is up 310 basis points year-over-year, but really even more than that if you back out a favorable adjustment from last year. So I'm just wondering, can you say a little bit more there? I think you mentioned price, you mentioned mix. I know price, you have been talking about that getting a little bit better but not dramatically so. And I'm just wondering if you can dig a little deeper there? And again with a focus on sustainability and what we should expect?
Fred Burditt - CFO
Sure, Kevin. This is Fred. The three big drivers were, as I said or as you heard, definitely price in the backlog and project mix in the backlog for the project business plus about $800,000 -- actually about $1 million of savings from the Brazil project.
And I want to clear up some confusion on pricing. Our price, as it relates to shipments, has been down. It came back obviously last quarter. But the pricing in our backlog recovered really at the beginning of this year and the end of last year. So the backlog pricing is good in the project business. And obviously you are seeing that as we are now shipping that backlog and we would -- we anticipate that Q3 will be another strong -- excuse me, Q4 will be another strong quarter. I think that is -- maybe there is some confusion on the price piece.
Kevin Maczka - Analyst
Okay. But it sounds like your message, as it relates to price and mix, is obviously very favorable this quarter. But that mix is something that we always have a hard time really knowing and you have a hard time guiding. But how should we be thinking about that? Because it seems like with the huge gains we saw in both Aero and Energy that was one of the primary contributors.
Fred Burditt - CFO
Yes. And it is, as you say it is -- it moves quarter-to-quarter. So in the Energy project business, for example, spares is a big part of the mix and good spares shipments in the quarter. And we had some good -- yes, we had some good project that shipped.
Wayne Robbins - President, Energy Group
Kevin, this is Wayne Robbins. The other thing, of course, is late last year when all of these orders were coming in and the activity was very strong and we did -- we were able to get some additional price -- as Scott alluded to, the projects are being delayed and that is adding some price pressure. So it may not be quite as favorable from a price standpoint but we've also taken and done a lot of costs out in the Energy side of the business and we continue to do that. So though margins will go up and down as you suggest, it is a much better business this year than it has been, historically.
Kevin Maczka - Analyst
And can you comment, Wayne, on the short-cycle side as well? I know you made operational improvements there. Have you been able to take share? Are you seeing the same favorable price trend on that side as well?
Wayne Robbins - President, Energy Group
There is some -- I would say that is flat and I think that is also impacting our price a little bit. I wouldn't say significantly. We are -- I don't know that we have taken share. I think that is an opportunity for us going into the future. So I think we have been riding basically the way that the rig counts has been going up and down for the moment.
Kevin Maczka - Analyst
Okay. And then on Flow Tech, as I look at your comments here on page 12, a lot of commentary here about delays and uncertainty and limited recoveries. But yet your commentary on orders being a record and being fairly broad-based, excluding the one big order, sounds better than that. I'm just wondering you know if you can sort of square that for me?
Scott Buckhout - President, CEO
Yes, I think there is two elements there. We have been talking about the investment in the power side from a sales standpoint. We are seeing some of that result in some additional volume on power. But also the cycle where that group comes in the project business is later than, say, our ball valve business. They are both on platforms but the [hope] product tends to come a little bit later in that cycle. So they are seeing that uptick in volume that we saw in the project business late last year from an order entry standpoint. It is a slightly different cycle time for that business.
Kevin Maczka - Analyst
Okay. I will get back in the queue. Thank you.
Scott Buckhout - President, CEO
Thank you.
Operator
(Operator Instructions). It appears there are no further questions at this time. I will now turn the conference back over to Mr. Buckhout for closing remarks. Thank you.
Scott Buckhout - President, CEO
Okay. Thanks, everyone, for joining the call. I hope we will have good participation in May at our Investor Day. Please hold the day and more details to come on the day. Thank you for your time.
Operator
Thank you. This concludes today's conference. All parties may disconnect. Have a great day.