Special Charges (Tables)

12 Months Ended

Dec. 31, 2019

Dec. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

	2019 Restructuring Charges (Recoveries), net as of December 31, 2019
	Energy			Aerospace & Defense		Industrial		Total
Facility related expenses - incurred to date	$	(1,785	)	$	35	$	327	$	(1,423	)
Employee related expenses - incurred to date	604			560		5,445		6,609
Total restructuring related special charges - incurred to date	$	(1,181	)	$	595	$	5,772	$	5,186

	2018 Actions Restructuring Charges, net as of December 31, 2018
	Energy		Aerospace & Defense		Industrial		Total
Facility related expenses - incurred to date	$	1,964	$	—	$	—	$	1,964
Employee related expenses - incurred to date	1,552		382		1,536		3,470
Total restructuring related special charges - incurred to date	$	3,516	$	382	$	1,536	$	5,434

	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 date	222		1,892		2,114
Total restructuring related special charges - incurred to date	$	222	$	2,258	$	2,480

The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions.

	2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018
	Energy			Aerospace & Defense		Total
Facility related expenses - incurred to date	$	(92	)	$	94	$	2
Employee related expenses - incurred to date	1,080			1,181		2,261
Total restructuring related special charges - incurred to date	$	988		$	1,275	$	2,263

The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below.

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2019
	Energy			Aerospace & Defense		Industrial		Total
Facility related expenses	$	(1,785	)	$	35	$	327	$	(1,423	)
Employee related expenses	604			560		5,445		6,609
Total restructuring charges, net	$	(1,181	)	$	595	$	5,772	$	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

We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020.

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2018
	Energy		Aerospace & Defense		Industrial		Total
Facility related expenses	$	854	$	190	$	—	$	1,044
Employee related expenses	2,807		436		1,561		4,804
Total restructuring charges, net	$	3,661	$	626	$	1,561	$	5,848
Accrued restructuring charges as of December 31, 2017							$	882
Total year to date charges, net (shown above)							5,848
Charges paid / settled, net							(5,856		)
Accrued restructuring charges as of December 31, 2018							$	874

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2017
	Energy			Aerospace & Defense		Corporate		Total
Facility related expenses	$	85		$	443	$	—	$	528
Employee related expenses	(31		)	2,062		—		2,031
Total restructuring charges, net	$	54		$	2,505	$	—	$	2,559
Accrued restructuring charges as of December 31, 2016								$	1,309
Total year to date charges, net (shown above)								2,559
Charges paid / settled, net								(2,986		)
Accrued restructuring charges as of December 31, 2017								$	882

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. 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, net line item on the consolidated statements of (loss) income for the periods ending December 31, 2019, 2018, and 2017:

	Special and Restructuring Charges, net
	for the year ended December 31,
	2019		2018		2017
Special charges, net	$	17,686	$	13,061	$	7,330
Restructuring charges, net	5,186		5,848		2,559
Total special and restructuring charges, net	$	22,872	$	18,909	$	9,889

Special Charges, net

The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2019:

	Special Charges (Recoveries), net
	for the year ended December 31, 2019
	Energy			Aerospace & Defense		Industrial		Corporate		Total
Divestiture- related	$	(5,868	)	$	—	$	9,938	$	1,881	$	5,951
Professional fees to review and respond to an unsolicited tender offer to acquire the Company	—			—		—		7,345		7,345
Other cost savings initiatives	2,520			—		78		1,792		4,390
Total special charges, net	$	(3,348	)	$	—	$	10,016	$	11,018	$	17,686

Divestiture-related: The Company incurred net special charges of $6.0 million for the twelve months ended December 31, 2019, primarily attributed to a gain on the sale of the RS business (in the Energy segment) and losses in the Industrial segment associated with the sale of our Spence and Nicholson product lines. Corporate costs include certain costs associated with these and other divestiture activity.

Professional fees: The Company incurred special charges of $7.3 million for the twelve months ended December 31. 2019, associated with the review and response to an unsolicited tender offer to acquire the Company.

The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018:

	Special Charges, net
	for the year ended December 31, 2018
	Energy		Aerospace & Defense		Industrial		Corporate		Total
Brazil closure	$	921	$	—	$	—	$	—	$	921
Acquisition and divestiture related charges	—		—		1,888		8,278		10,166
Other cost saving initiatives	986		—		—		988		1,974
Total special charges, net	$	1,907	$	—	$	1,888	$	9,266	$	13,061

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 $0.9 million of charges within the Energy segment during the twelve months ended December 31, 2018, respectively, which relates to losses incurred subsequent to our closure of manufacturing operations during the first quarter of 2016.

Acquisition and divestiture related charges: In November 2018, we sold our Rosscor (see Note 1) business for a nominal amount and recorded a $1.9 million loss on the transaction. Rosscor was part of the Industrial business. Corporate costs relate to (i) our December 2017 acquisition of FH from Colfax, comprised of internal costs and external professional fees to separate

the FH business from Colfax and integrate the FH business into CIRCOR and (ii) $2.2 million of transaction costs related to the January 2019 sale of the RS business (see Note 1).

The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2017:

	Special Charges (Recoveries), net
	for the year ended December 31, 2017
	Energy			Aerospace & Defense		Corporate			Total
Acquisition and divestitures related charges	$	54		$	3,760	$	13,096		$	16,910
Brazil closure	879			—		—			879
Contingent consideration revaluation	(12,200		)	—		—			(12,200		)
California Legal Settlement	—			2,400		—			2,400
Other cost saving initiatives	(329		)	—		(330		)	(659		)
Total special charges, net	$	(11,596	)	$	6,160	$	12,766		$	7,330

Acquisition and divestiture related charges:

• On December 11, 2017, we acquired FH. In connection with our acquisition, we recorded $13.1 million of acquisition related professional fees and debt extinguishment fees during the twelve months ended December 31, 2017.

• 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 measured the disposal group at its fair value less costs 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.

Brazil Closure: In connection with the closure of our Brazil manufacturing operations, 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.

Contingent Consideration Revaluation: On October 12, 2016, we acquired Critical Flow Solutions ("CFS"). 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 consolidated statement of (loss) income. The actual achievement of the earn-out was zero and the earn-out period expired on September 30, 2017.

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 17, Contingencies, Commitments and Guarantees for additional disclosure.

Restructuring Charges, net

The tables below (in thousands) outline the charges (or any recoveries) associated with restructuring actions recorded for the year ending December 31, 2019, 2018, and 2017. A description of the restructuring actions is provided in the section titled "Restructuring Programs Summary" below.

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2019
	Energy			Aerospace & Defense		Industrial		Total
Facility related expenses	$	(1,785	)	$	35	$	327	$	(1,423	)
Employee related expenses	604			560		5,445		6,609
Total restructuring charges, net	$	(1,181	)	$	595	$	5,772	$	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

We expect to make payment or settle the majority of the restructuring charges accrued as of December 31, 2019 during the first half of 2020.

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2018
	Energy		Aerospace & Defense		Industrial		Total
Facility related expenses	$	854	$	190	$	—	$	1,044
Employee related expenses	2,807		436		1,561		4,804
Total restructuring charges, net	$	3,661	$	626	$	1,561	$	5,848
Accrued restructuring charges as of December 31, 2017							$	882
Total year to date charges, net (shown above)							5,848
Charges paid / settled, net							(5,856		)
Accrued restructuring charges as of December 31, 2018							$	874

	Restructuring Charges (Recoveries), net
	as of and for the year ended December 31, 2017
	Energy			Aerospace & Defense		Corporate		Total
Facility related expenses	$	85		$	443	$	—	$	528
Employee related expenses	(31		)	2,062		—		2,031
Total restructuring charges, net	$	54		$	2,505	$	—	$	2,559
Accrued restructuring charges as of December 31, 2016								$	1,309
Total year to date charges, net (shown above)								2,559
Charges paid / settled, net								(2,986		)
Accrued restructuring charges as of December 31, 2017								$	882

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 2019, 2018, 2017, and 2016 we initiated certain restructuring activities, under which we continued to simplify our business ("2019 Actions", "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 2019 Actions and the 2018 Actions were recorded during their respective years. Charges associated with the 2017 Actions and 2016 Actions were finalized in 2017.

	2019 Restructuring Charges (Recoveries), net as of December 31, 2019
	Energy			Aerospace & Defense		Industrial		Total
Facility related expenses - incurred to date	$	(1,785	)	$	35	$	327	$	(1,423	)
Employee related expenses - incurred to date	604			560		5,445		6,609
Total restructuring related special charges - incurred to date	$	(1,181	)	$	595	$	5,772	$	5,186

	2018 Actions Restructuring Charges, net as of December 31, 2018
	Energy		Aerospace & Defense		Industrial		Total
Facility related expenses - incurred to date	$	1,964	$	—	$	—	$	1,964
Employee related expenses - incurred to date	1,552		382		1,536		3,470
Total restructuring related special charges - incurred to date	$	3,516	$	382	$	1,536	$	5,434

	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 date	222		1,892		2,114
Total restructuring related special charges - incurred to date	$	222	$	2,258	$	2,480

The 2017 Actions were finalized during 2017. There are no remaining cash payments for these actions.

	2016 Actions Restructuring Charges (Recoveries), net as of December 31, 2018
	Energy			Aerospace & Defense		Total
Facility related expenses - incurred to date	$	(92	)	$	94	$	2
Employee related expenses - incurred to date	1,080			1,181		2,261
Total restructuring related special charges - incurred to date	$	988		$	1,275	$	2,263

Special and Restructuring Charges, Net [Table Text Block]

The table below (in thousands) summarizes the amounts recorded within the special and restructuring charges, net line item on the consolidated statements of (loss) income for the periods ending December 31, 2019, 2018, and 2017:

	Special and Restructuring Charges, net
	for the year ended December 31,
	2019		2018		2017
Special charges, net	$	17,686	$	13,061	$	7,330
Restructuring charges, net	5,186		5,848		2,559
Total special and restructuring charges, net	$	22,872	$	18,909	$	9,889

Special Charges and Recoveries, Net [Table Text Block]

The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2017:

	Special Charges (Recoveries), net
	for the year ended December 31, 2017
	Energy			Aerospace & Defense		Corporate			Total
Acquisition and divestitures related charges	$	54		$	3,760	$	13,096		$	16,910
Brazil closure	879			—		—			879
Contingent consideration revaluation	(12,200		)	—		—			(12,200		)
California Legal Settlement	—			2,400		—			2,400
Other cost saving initiatives	(329		)	—		(330		)	(659		)
Total special charges, net	$	(11,596	)	$	6,160	$	12,766		$	7,330

The table below (in thousands) outlines the special charges, net recorded for the year ending December 31, 2018:

	Special Charges, net
	for the year ended December 31, 2018
	Energy		Aerospace & Defense		Industrial		Corporate		Total
Brazil closure	$	921	$	—	$	—	$	—	$	921
Acquisition and divestiture related charges	—		—		1,888		8,278		10,166
Other cost saving initiatives	986		—		—		988		1,974
Total special charges, net	$	1,907	$	—	$	1,888	$	9,266	$	13,061

The table below (in thousands) outlines the special charges (recoveries), net recorded for the year ending December 31, 2019:

	Special Charges (Recoveries), net
	for the year ended December 31, 2019
	Energy			Aerospace & Defense		Industrial		Corporate		Total
Divestiture- related	$	(5,868	)	$	—	$	9,938	$	1,881	$	5,951
Professional fees to review and respond to an unsolicited tender offer to acquire the Company	—			—		—		7,345		7,345
Other cost savings initiatives	2,520			—		78		1,792		4,390
Total special charges, net	$	(3,348	)	$	—	$	10,016	$	11,018	$	17,686