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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Colfax Corporation | NYSE:CFXA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 177.71 | 0 | 01:00:00 |
FORM
|
10-Q
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
54-1887631
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
||
420 National Business Parkway,
|
5th Floor
|
|
20701
|
Annapolis Junction,
|
Maryland
|
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(301)
|
323-9000
|
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
CFX
|
New York Stock Exchange
|
5.75% Tangible Equity Units
|
CFXA
|
New York Stock Exchange
|
|
Page
|
PART I - FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
Condensed Consolidated Statements of Operations
|
|
Condensed Consolidated Statements of Comprehensive Loss
|
|
Condensed Consolidated Balance Sheets
|
|
Condensed Consolidated Statements of Equity
|
|
Condensed Consolidated Statements of Cash Flows
|
|
Notes to Condensed Consolidated Financial Statements
|
|
Note 1. General
|
|
Note 2. Recently Issued Accounting Pronouncements
|
|
Note 3. Discontinued Operations
|
|
Note 4. Acquisition
|
|
Note 5. Revenue
|
|
Note 6. Net (Loss) Income Per Share
|
|
Note 7. Income Taxes
|
|
Note 8. Equity
|
|
Note 9. Inventories, Net
|
|
Note 10. Leases
|
|
Note 11. Debt
|
|
Note 12. Accrued Liabilities
|
|
Note 13. Net Periodic Benefit Cost - Defined Benefit Plans
|
|
Note 14. Financial Instruments and Fair Value Measurements
|
|
Note 15. Commitments and Contingencies
|
|
Note 16. Segment Information
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4. Controls and Procedures
|
|
|
|
PART II - OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
|
Item 1A. Risk Factors
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3. Defaults Upon Senior Securities
|
|
Item 4. Mine Safety Disclosures
|
|
Item 5. Other Information
|
|
Item 6. Exhibits
|
|
|
|
SIGNATURES
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
908,647
|
|
|
$
|
560,857
|
|
|
$
|
1,592,566
|
|
|
$
|
1,094,130
|
|
Cost of sales
|
532,589
|
|
|
368,932
|
|
|
955,495
|
|
|
717,622
|
|
||||
Gross profit
|
376,058
|
|
|
191,925
|
|
|
637,071
|
|
|
376,508
|
|
||||
Selling, general and administrative expense
|
307,939
|
|
|
135,948
|
|
|
555,788
|
|
|
273,812
|
|
||||
Restructuring and other related charges
|
26,585
|
|
|
10,553
|
|
|
37,416
|
|
|
12,984
|
|
||||
Operating income
|
41,534
|
|
|
45,424
|
|
|
43,867
|
|
|
89,712
|
|
||||
Interest expense, net
|
33,171
|
|
|
12,936
|
|
|
54,992
|
|
|
21,844
|
|
||||
(Gain) loss on short-term investments
|
—
|
|
|
(4,591
|
)
|
|
—
|
|
|
10,128
|
|
||||
Income (loss) from continuing operations before income taxes
|
8,363
|
|
|
37,079
|
|
|
(11,125
|
)
|
|
57,740
|
|
||||
Provision (benefit) for income taxes
|
6,151
|
|
|
(10,764
|
)
|
|
8,193
|
|
|
(10,863
|
)
|
||||
Net income (loss) from continuing operations
|
2,212
|
|
|
47,843
|
|
|
(19,318
|
)
|
|
68,603
|
|
||||
(Loss) income from discontinued operations, net of taxes
|
(468,817
|
)
|
|
(6,064
|
)
|
|
(495,289
|
)
|
|
2,218
|
|
||||
Net (loss) income
|
(466,605
|
)
|
|
41,779
|
|
|
(514,607
|
)
|
|
70,821
|
|
||||
Less: income attributable to noncontrolling interest, net of taxes
|
2,629
|
|
|
3,322
|
|
|
6,650
|
|
|
7,829
|
|
||||
Net (loss) income attributable to Colfax Corporation
|
$
|
(469,234
|
)
|
|
$
|
38,457
|
|
|
$
|
(521,257
|
)
|
|
$
|
62,992
|
|
Net income (loss) per share - basic
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.01
|
|
|
$
|
0.38
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.55
|
|
Discontinued operations
|
$
|
(3.46
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(3.70
|
)
|
|
$
|
(0.03
|
)
|
Consolidated operations
|
$
|
(3.45
|
)
|
|
$
|
0.31
|
|
|
$
|
(3.86
|
)
|
|
$
|
0.51
|
|
Net income (loss) per share - diluted
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.01
|
|
|
$
|
0.38
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.54
|
|
Discontinued operations
|
$
|
(3.46
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(3.70
|
)
|
|
$
|
(0.03
|
)
|
Consolidated operations
|
$
|
(3.45
|
)
|
|
$
|
0.31
|
|
|
$
|
(3.86
|
)
|
|
$
|
0.51
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
Net (loss) income
|
$
|
(466,605
|
)
|
|
$
|
41,779
|
|
$
|
(514,607
|
)
|
|
$
|
70,821
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
||||||||
Foreign currency translation, net of tax of $(47), $5,412, $(412) and $4,569
|
(19,865
|
)
|
|
(222,473
|
)
|
6,537
|
|
|
(140,798
|
)
|
||||
Unrealized (loss) gain on hedging activities, net of tax of $(2,188), $6,033, $(310) and $3,100
|
(3,696
|
)
|
|
12,154
|
|
1,656
|
|
|
7,020
|
|
||||
Amounts reclassified from Accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||||
Amortization of pension and other post-retirement net actuarial gain (loss), net of tax of $207, $273, $(1,719) and $476
|
654
|
|
|
876
|
|
(8,960
|
)
|
|
1,833
|
|
||||
Amortization of pension and other post-retirement prior service cost, net of tax of $0, $0, $0 and $0
|
—
|
|
|
—
|
|
32
|
|
|
1
|
|
||||
Other comprehensive loss
|
(22,907
|
)
|
|
(209,443
|
)
|
(735
|
)
|
|
(131,944
|
)
|
||||
Comprehensive loss
|
(489,512
|
)
|
|
(167,664
|
)
|
(515,342
|
)
|
|
(61,123
|
)
|
||||
Less: comprehensive income (loss) attributable to noncontrolling interest
|
516
|
|
|
(15,518
|
)
|
8,656
|
|
|
(4,959
|
)
|
||||
Comprehensive loss attributable to Colfax Corporation
|
$
|
(490,028
|
)
|
|
$
|
(152,146
|
)
|
$
|
(523,998
|
)
|
|
$
|
(56,164
|
)
|
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Noncontrolling Interest
|
Total
|
||||||||||||||
|
Shares
|
$ Amount
|
||||||||||||||||||
Balance at December 31, 2018
|
117,275,217
|
|
$
|
117
|
|
$
|
3,057,982
|
|
$
|
991,838
|
|
$
|
(780,177
|
)
|
$
|
207,186
|
|
$
|
3,476,946
|
|
Cumulative effect of accounting change
|
—
|
|
—
|
|
—
|
|
15,368
|
|
(15,368
|
)
|
—
|
|
—
|
|
||||||
Net (loss) income
|
—
|
|
—
|
|
—
|
|
(52,023
|
)
|
—
|
|
4,021
|
|
(48,002
|
)
|
||||||
Distributions to noncontrolling owners
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,170
|
)
|
(2,170
|
)
|
||||||
Noncontrolling interest share repurchase
|
—
|
|
—
|
|
(22,409
|
)
|
—
|
|
(21,372
|
)
|
(48,940
|
)
|
(92,721
|
)
|
||||||
Other comprehensive income, net of tax of $(413)
|
—
|
|
—
|
|
—
|
|
—
|
|
18,053
|
|
4,119
|
|
22,172
|
|
||||||
Issuance of Tangible Equity Units
|
—
|
|
—
|
|
377,814
|
|
—
|
|
—
|
|
—
|
|
377,814
|
|
||||||
Common stock-based award activity
|
283,197
|
|
1
|
|
7,676
|
|
—
|
|
—
|
|
—
|
|
7,677
|
|
||||||
Balance at March 29, 2019
|
117,558,414
|
|
$
|
118
|
|
$
|
3,421,063
|
|
$
|
955,183
|
|
$
|
(798,864
|
)
|
$
|
164,216
|
|
$
|
3,741,716
|
|
Cumulative effect of accounting change
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Net (loss) income
|
—
|
|
—
|
|
—
|
|
(469,234
|
)
|
—
|
|
2,629
|
|
(466,605
|
)
|
||||||
Distributions to noncontrolling owners
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,970
|
)
|
(2,970
|
)
|
||||||
Noncontrolling interest share repurchase
|
—
|
|
—
|
|
(565
|
)
|
—
|
|
410
|
|
(211
|
)
|
(366
|
)
|
||||||
Other comprehensive loss, net of tax of $(1,981)
|
—
|
|
—
|
|
—
|
|
—
|
|
(20,794
|
)
|
(2,113
|
)
|
(22,907
|
)
|
||||||
Common stock-based award activity
|
108,945
|
|
—
|
|
7,481
|
|
—
|
|
—
|
|
—
|
|
7,481
|
|
||||||
Balance at June 28, 2019
|
117,667,359
|
|
$
|
118
|
|
$
|
3,427,979
|
|
$
|
485,949
|
|
$
|
(819,248
|
)
|
$
|
161,551
|
|
$
|
3,256,349
|
|
|
Common Stock
|
Additional Paid-In Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
Noncontrolling Interest
|
Total
|
||||||||||||||
|
Shares
|
$ Amount
|
||||||||||||||||||
Balance at December 31, 2017
|
123,245,827
|
|
$
|
123
|
|
$
|
3,228,174
|
|
$
|
846,490
|
|
$
|
(574,372
|
)
|
$
|
226,849
|
|
$
|
3,727,264
|
|
Cumulative effect of accounting change, net of tax of $2,808
|
—
|
|
—
|
|
—
|
|
5,152
|
|
(5,152
|
)
|
—
|
|
—
|
|
||||||
Net income
|
—
|
|
—
|
|
—
|
|
24,535
|
|
—
|
|
4,507
|
|
29,042
|
|
||||||
Distributions to noncontrolling owners
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(721
|
)
|
(721
|
)
|
||||||
Other comprehensive income, net of tax of $(3,573)
|
—
|
|
—
|
|
—
|
|
—
|
|
71,447
|
|
6,052
|
|
77,499
|
|
||||||
Common stock-based award activity
|
231,908
|
|
—
|
|
8,160
|
|
—
|
|
—
|
|
—
|
|
8,160
|
|
||||||
Balance at March 30, 2018
|
123,477,735
|
|
$
|
123
|
|
$
|
3,236,334
|
|
$
|
876,177
|
|
$
|
(508,077
|
)
|
$
|
236,687
|
|
$
|
3,841,244
|
|
Net income
|
—
|
|
—
|
|
—
|
|
38,457
|
|
—
|
|
3,322
|
|
41,779
|
|
||||||
Distributions to noncontrolling owners
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
(3
|
)
|
||||||
Other comprehensive loss, net of tax of $11,718
|
—
|
|
—
|
|
—
|
|
—
|
|
(190,603
|
)
|
(18,840
|
)
|
(209,443
|
)
|
||||||
Common stock repurchases
|
(4,604,974
|
)
|
(4
|
)
|
(143,898
|
)
|
—
|
|
—
|
|
—
|
|
(143,902
|
)
|
||||||
Common stock-based award activity
|
53,153
|
|
—
|
|
7,765
|
|
—
|
|
—
|
|
—
|
|
7,765
|
|
||||||
Balance at June 29, 2018
|
118,925,914
|
|
$
|
119
|
|
$
|
3,100,201
|
|
$
|
914,634
|
|
$
|
(698,680
|
)
|
$
|
221,166
|
|
$
|
3,537,440
|
|
|
Six Months Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(514,607
|
)
|
|
$
|
70,821
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Held for sale impairment loss
|
481,000
|
|
|
—
|
|
||
Depreciation, amortization and other impairment charges
|
120,469
|
|
|
71,958
|
|
||
Stock-based compensation expense
|
11,169
|
|
|
12,835
|
|
||
Non-cash interest expense
|
3,947
|
|
|
2,243
|
|
||
Loss on short-term investments
|
—
|
|
|
10,128
|
|
||
Deferred income tax benefit
|
(17,412
|
)
|
|
(19,656
|
)
|
||
Loss (gain) on sale of property, plant and equipment
|
878
|
|
|
(7,839
|
)
|
||
Loss on sale of business
|
—
|
|
|
4,337
|
|
||
Pension settlement loss
|
43,774
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables, net
|
(6,589
|
)
|
|
(65,186
|
)
|
||
Inventories, net
|
(39,400
|
)
|
|
(53,993
|
)
|
||
Accounts payable
|
(62,831
|
)
|
|
19,878
|
|
||
Customer advances and billings in excess of costs incurred
|
26,819
|
|
|
17,462
|
|
||
Changes in other operating assets and liabilities
|
(36,785
|
)
|
|
(29,326
|
)
|
||
Net cash provided by operating activities
|
10,432
|
|
|
33,662
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(63,956
|
)
|
|
(24,808
|
)
|
||
Proceeds from sale of property, plant and equipment
|
3,256
|
|
|
14,634
|
|
||
Acquisitions, net of cash received
|
(3,147,835
|
)
|
|
(50,912
|
)
|
||
Sale of short-term investments, net
|
—
|
|
|
139,480
|
|
||
Proceeds from sale of business, net
|
—
|
|
|
18,603
|
|
||
Net cash (used in) provided by investing activities
|
(3,208,535
|
)
|
|
96,997
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments under term credit facility
|
(518,125
|
)
|
|
(56,250
|
)
|
||
Proceeds from borrowings under notes and term credit facility
|
2,725,000
|
|
|
—
|
|
||
Proceeds from borrowings on revolving credit facilities and other
|
1,575,486
|
|
|
504,518
|
|
||
Repayments of borrowings on revolving credit facilities and other
|
(865,357
|
)
|
|
(422,361
|
)
|
||
Payment of debt issuance costs
|
(24,280
|
)
|
|
—
|
|
||
Proceeds from tangible equity units, net
|
377,814
|
|
|
—
|
|
||
Proceeds from issuance of common stock, net
|
3,988
|
|
|
3,090
|
|
||
Payment for noncontrolling interest share repurchase
|
(93,087
|
)
|
|
—
|
|
||
Payments for common stock repurchases
|
—
|
|
|
(143,902
|
)
|
||
Other
|
(2,417
|
)
|
|
(838
|
)
|
||
Net cash provided by (used in) financing activities
|
3,179,022
|
|
|
(115,743
|
)
|
||
Effect of foreign exchange rates on Cash and cash equivalents
|
6,268
|
|
|
(19,235
|
)
|
||
Decrease in Cash and cash equivalents
|
(12,813
|
)
|
|
(4,319
|
)
|
||
Cash and cash equivalents, beginning of period
|
245,019
|
|
|
262,019
|
|
||
Cash and cash equivalents, end of period
|
$
|
232,206
|
|
|
$
|
257,700
|
|
Standards Adopted
|
|
Description
|
|
Effective Date
|
ASU 2016-02, Leases
(Topic 842)
|
|
The standard requires a lessee to recognize assets and liabilities associated with the rights and obligations attributable to most leases but also recognize expenses similar to current lease accounting. The standard also requires certain qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases, along with additional key information about leasing arrangements. The new guidance can be adopted using a modified retrospective transition and provides for certain practical expedients. The Company adopted ASU No. 2016-02, “Leases (Topic 842)”, as of January 1, 2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach without restating prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed historical lease classification to be carried forward. Additionally, the Company elected the practical expedient to consolidate less significant non-lease components into the lease component for all asset classes. The Company made an accounting policy election, as permitted by Topic 842 to only record a right-of-use asset and related liability for leases with an initial term in excess of 12 months. The Company will recognize those lease payments in the Consolidated Statement of Operations on a straight-line basis over the lease term. The Company recognized a right-of-use asset of $153.9 million, with corresponding related lease liabilities on the Condensed Consolidated Balance Sheet. For more information, refer to Note 10, “Leases”.
|
|
January 1, 2019
|
ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
The standard provides entities the option to reclassify to retained earnings the tax effects resulting from the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”) related to items stranded in accumulated other comprehensive income. The new guidance was applied retrospectively as of January 1, 2019. As a result of this new accounting guidance, $15.4 million of tax benefit formerly booked to Other Comprehensive Income was reclassified to retained earnings.
|
|
January 1, 2019
|
Standards Pending Adoption
|
|
Description
|
|
Anticipated Impact
|
|
Effective/Adoption Date
|
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
|
The ASU eliminates the probable initial recognition threshold under current U.S. GAAP and broadens the information an entity must consider when developing its expected credit loss estimates to include forward-looking information.
|
|
The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
|
|
January 1, 2020
|
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement
|
|
The ASU modifies the disclosure requirements for fair value measurements.
|
|
The Company is currently evaluating the impact of this ASU on its consolidated financial statements and the timing of adoption.
|
|
January 1, 2020
|
ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Topic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
|
The ASU modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans.
|
|
The Company is currently evaluating the impact of this ASU on its consolidated financial statements and the timing of adoption.
|
|
January 1, 2021
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales
|
$
|
336,159
|
|
|
$
|
364,431
|
|
|
$
|
659,908
|
|
|
$
|
712,083
|
|
Cost of sales
|
231,840
|
|
|
268,922
|
|
|
458,312
|
|
|
530,537
|
|
||||
Selling, general and administrative expense
|
61,705
|
|
|
68,836
|
|
|
129,445
|
|
|
131,491
|
|
||||
Restructuring and other related charges
|
3,812
|
|
|
6,393
|
|
|
8,367
|
|
|
11,891
|
|
||||
Held for sale impairment loss
|
481,000
|
|
|
—
|
|
|
481,000
|
|
|
—
|
|
||||
Divestiture-related expense, net
(1)
|
4,656
|
|
|
—
|
|
|
7,211
|
|
|
—
|
|
||||
Operating income
|
(446,854
|
)
|
|
20,280
|
|
|
(424,427
|
)
|
|
38,164
|
|
||||
Interest expense (income)
(2)
|
18,820
|
|
|
(3,256
|
)
|
|
26,120
|
|
|
(2,576
|
)
|
||||
Pension settlement loss
|
—
|
|
|
—
|
|
|
43,774
|
|
|
—
|
|
||||
(Loss) income from discontinued operations before income taxes
|
(465,674
|
)
|
|
23,536
|
|
|
(494,321
|
)
|
|
40,740
|
|
||||
Income tax expense (benefit)
|
1,198
|
|
|
3,871
|
|
|
(4,422
|
)
|
|
9,956
|
|
||||
(Loss) income from discontinued operations, net of taxes
|
$
|
(466,872
|
)
|
|
$
|
19,665
|
|
|
$
|
(489,899
|
)
|
|
$
|
30,784
|
|
|
June 28, 2019
|
December 31, 2018
|
||||
|
(In thousands)
|
|||||
ASSETS HELD FOR SALE
|
|
|
||||
Cash and cash equivalents
|
$
|
100,281
|
|
$
|
167,866
|
|
Trade receivables, less allowance for doubtful accounts of $9,738 and $8,308
|
547,038
|
|
602,830
|
|
||
Inventories, net
|
149,799
|
|
136,880
|
|
||
Other current assets
|
49,714
|
|
89,668
|
|
||
Property, plant, and equipment, net
|
180,952
|
|
176,189
|
|
||
Goodwill
|
633,419
|
|
1,078,785
|
|
||
Intangible assets, net
|
375,285
|
|
384,613
|
|
||
Other assets
|
117,495
|
|
101,118
|
|
||
Valuation allowance on assets held for sale
|
(32,000
|
)
|
—
|
|
||
Total assets held for sale
|
2,121,983
|
|
2,737,949
|
|
||
Less: current portion
|
2,121,983
|
|
997,244
|
|
||
Total assets held for sale, less current portion
|
$
|
—
|
|
$
|
1,740,705
|
|
|
|
|
||||
LIABILITIES HELD FOR SALE
|
|
|
||||
Current portion of long-term debt
|
$
|
2,256
|
|
$
|
1,314
|
|
Accounts payable
|
288,974
|
|
349,434
|
|
||
Customer advances and billings in excess of costs incurred
|
158,039
|
|
130,480
|
|
||
Accrued liabilities
|
94,597
|
|
131,020
|
|
||
Other liabilities
|
150,518
|
|
95,395
|
|
||
Total liabilities held for sale
|
694,384
|
|
707,643
|
|
||
Less: current portion
|
694,384
|
|
612,248
|
|
||
Total liabilities held for sale, less current portion
|
$
|
—
|
|
$
|
95,395
|
|
|
Three months ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Selling, general and administrative expense
(1)
|
$
|
2,120
|
|
|
$
|
2,123
|
|
|
$
|
4,427
|
|
|
$
|
4,594
|
|
Divestiture-related expense, net
(2)
|
455
|
|
|
1,283
|
|
|
581
|
|
|
2,358
|
|
||||
Operating loss
|
(2,575
|
)
|
|
(3,406
|
)
|
|
(5,008
|
)
|
|
(6,952
|
)
|
||||
Loss on disposal
|
—
|
|
|
(4,337
|
)
|
|
—
|
|
|
(4,337
|
)
|
||||
Loss from discontinued operations before income taxes
|
(2,575
|
)
|
|
(7,743
|
)
|
|
(5,008
|
)
|
|
(11,289
|
)
|
||||
Income tax (benefit) expense
(3)
|
(630
|
)
|
|
17,986
|
|
|
382
|
|
|
17,277
|
|
||||
Loss from discontinued operations, net of taxes
|
$
|
(1,945
|
)
|
|
$
|
(25,729
|
)
|
|
$
|
(5,390
|
)
|
|
$
|
(28,566
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(Unaudited, in thousands)
|
||||||||||||||
Net sales
|
$
|
908,647
|
|
|
$
|
865,694
|
|
|
$
|
1,761,732
|
|
|
$
|
1,691,596
|
|
Net income from continuing operations attributable to Colfax Corporation
|
51,046
|
|
|
40,904
|
|
|
65,181
|
|
|
42,607
|
|
|
February 22, 2019
|
||
|
(In thousands)
|
||
Trade receivables
|
$
|
160,254
|
|
Inventories
|
208,736
|
|
|
Property, plant and equipment
|
171,232
|
|
|
Goodwill
|
1,380,237
|
|
|
Intangible assets
|
1,737,000
|
|
|
Accounts payable
|
(108,503
|
)
|
|
Other assets and liabilities, net
|
(401,993
|
)
|
|
Total
|
3,146,963
|
|
|
Less: net assets attributable to noncontrolling interest
|
(1,862
|
)
|
|
Consideration, net of cash acquired
|
$
|
3,145,101
|
|
|
Intangible
Asset
(In thousands)
|
Weighted-Average Amortization Period (Years)
|
||
|
|
|
||
Trademarks
|
$
|
479,000
|
|
16
|
Customer relationships
|
954,000
|
|
14
|
|
Acquired technology
|
304,000
|
|
12
|
|
Intangible assets
|
$
|
1,737,000
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(in thousands)
|
||||||||||||||
Equipment
|
$
|
188,614
|
|
|
$
|
155,140
|
|
|
$
|
362,617
|
|
|
$
|
298,864
|
|
Consumables
|
404,121
|
|
|
405,717
|
|
|
790,502
|
|
|
795,266
|
|
||||
Total
|
$
|
592,735
|
|
|
$
|
560,857
|
|
|
$
|
1,153,119
|
|
|
$
|
1,094,130
|
|
|
Three Months Ended
June 28, 2019 |
|
Six Months Ended
June 28, 2019 |
||||
|
|
||||||
Prevention & Rehabilitation
|
$
|
224,936
|
|
|
$
|
312,672
|
|
Reconstructive
|
90,976
|
|
|
126,775
|
|
||
Total
|
$
|
315,912
|
|
|
$
|
439,447
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands, except share data)
|
||||||||||||||
Computation of Net income (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations attributable to Colfax Corporation
(1)
|
$
|
1,323
|
|
|
$
|
47,179
|
|
|
$
|
(21,537
|
)
|
|
$
|
67,289
|
|
Weighted-average shares of Common stock outstanding - basic
|
136,025,710
|
|
|
122,685,878
|
|
|
134,991,844
|
|
|
123,106,702
|
|
||||
Net income (loss) per share from continuing operations - basic
|
$
|
0.01
|
|
|
$
|
0.38
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.55
|
|
Computation of Net income (loss) per share from continuing operations - diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
from continuing operations
attributable to Colfax Corporation
(1)
|
$
|
1,323
|
|
|
$
|
47,179
|
|
|
$
|
(21,537
|
)
|
|
$
|
67,289
|
|
Weighted-average shares of Common stock outstanding - basic
|
136,025,710
|
|
|
122,685,878
|
|
|
134,991,844
|
|
|
123,106,702
|
|
||||
Net effect of potentially dilutive securities - stock options and restricted stock units
|
919,776
|
|
|
286,867
|
|
|
—
|
|
|
403,664
|
|
||||
Weighted-average shares of Common stock outstanding - diluted
|
136,945,486
|
|
|
122,972,745
|
|
|
134,991,844
|
|
|
123,510,366
|
|
||||
Net income (loss) per share
from continuing operations
- diluted
|
$
|
0.01
|
|
|
$
|
0.38
|
|
|
$
|
(0.16
|
)
|
|
$
|
0.54
|
|
|
Accumulated Other Comprehensive Loss Components
|
||||||||||||||
|
Net Unrecognized Pension and Other Post-Retirement Benefit Cost
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain on Hedging Activities
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 1, 2019
|
$
|
(80,794
|
)
|
|
$
|
(752,989
|
)
|
|
$
|
38,238
|
|
|
$
|
(795,545
|
)
|
Other comprehensive (loss) income before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
582
|
|
|
12,802
|
|
|
42
|
|
|
13,426
|
|
||||
Loss on long-term intra-entity foreign currency transactions
|
—
|
|
|
(9,258
|
)
|
|
—
|
|
|
(9,258
|
)
|
||||
Gain on net investment hedges
|
—
|
|
|
—
|
|
|
1,451
|
|
|
1,451
|
|
||||
Unrealized gain on cash flow hedges
|
—
|
|
|
—
|
|
|
205
|
|
|
205
|
|
||||
Other comprehensive income before reclassifications
|
582
|
|
|
3,544
|
|
|
1,698
|
|
|
5,824
|
|
||||
Amounts reclassified from Accumulated other comprehensive loss
(1)
|
(8,929
|
)
|
|
—
|
|
|
—
|
|
|
(8,929
|
)
|
||||
Noncontrolling interest share repurchase
|
—
|
|
|
(20,598
|
)
|
|
—
|
|
|
(20,598
|
)
|
||||
Net Other comprehensive (loss) income
|
(8,347
|
)
|
|
(17,054
|
)
|
|
1,698
|
|
|
(23,703
|
)
|
||||
Balance at June 28, 2019
|
$
|
(89,141
|
)
|
|
$
|
(770,043
|
)
|
|
$
|
39,936
|
|
|
$
|
(819,248
|
)
|
|
Accumulated Other Comprehensive Loss Components
|
||||||||||||||
|
Net Unrecognized Pension and Other Post-Retirement Benefit Cost
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain on Hedging Activities
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 1, 2018
|
$
|
(84,338
|
)
|
|
$
|
(525,324
|
)
|
|
$
|
30,138
|
|
|
$
|
(579,524
|
)
|
Other comprehensive income (loss) before reclassifications:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
706
|
|
|
(138,014
|
)
|
|
(373
|
)
|
|
(137,681
|
)
|
||||
Gain on long-term intra-entity foreign currency transactions
|
—
|
|
|
9,861
|
|
|
—
|
|
|
9,861
|
|
||||
Gain on net investment hedges
|
—
|
|
|
—
|
|
|
8,539
|
|
|
8,539
|
|
||||
Unrealized loss on cash flow hedges
|
—
|
|
|
—
|
|
|
(1,710
|
)
|
|
(1,710
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
706
|
|
|
(128,153
|
)
|
|
6,456
|
|
|
(120,991
|
)
|
||||
Amounts reclassified from Accumulated other comprehensive loss
(1)
|
1,835
|
|
|
—
|
|
|
—
|
|
|
1,835
|
|
||||
Net Other comprehensive income (loss)
|
2,541
|
|
|
(128,153
|
)
|
|
6,456
|
|
|
(119,156
|
)
|
||||
Balance at June 29, 2018
|
$
|
(81,797
|
)
|
|
$
|
(653,477
|
)
|
|
$
|
36,594
|
|
|
$
|
(698,680
|
)
|
|
TEU prepaid stock purchase contracts
|
|
TEU amortizing notes
|
|
Total
|
||||||
|
(In millions, except per unit amounts)
|
||||||||||
Fair value per unit
|
$
|
84.39
|
|
|
$
|
15.61
|
|
|
$
|
100.00
|
|
Gross proceeds
|
388.2
|
|
|
71.8
|
|
|
460.0
|
|
|||
Less: Issuance costs
|
10.4
|
|
|
1.9
|
|
|
12.3
|
|
|||
Net proceeds
|
$
|
377.8
|
|
|
$
|
69.9
|
|
|
$
|
447.7
|
|
•
|
if the Applicable Market Value of the common stock is greater than the threshold appreciation price of
$25.00
, then the holder will receive
4.0000
shares of common stock for each purchase contract (the “minimum settlement rate”);
|
•
|
if the Applicable Market Value of the common stock is greater than or equal to the reference price of
$20.81
, but less than or equal to the threshold appreciation price of
$25.00
, then the holder will receive a number of shares of common stock for each purchase contract having a value, based on the Applicable Market Value, equal to
$100
; and
|
•
|
if the Applicable Market Value of the common stock is less than the reference price of
$20.81
, then the holder will receive
4.8054
shares of common stock for each purchase contract (the “maximum settlement rate”).
|
|
June 28, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Raw materials
|
$
|
132,088
|
|
|
$
|
120,383
|
|
Work in process
|
39,268
|
|
|
27,834
|
|
||
Finished goods
|
490,477
|
|
|
245,571
|
|
||
|
661,833
|
|
|
393,788
|
|
||
Less: allowance for excess, slow-moving and obsolete inventory
|
(67,033
|
)
|
|
(34,133
|
)
|
||
Inventories, net
|
$
|
594,800
|
|
|
$
|
359,655
|
|
|
Six Months Ended June 28, 2019
|
||
|
(In thousands)
|
||
Operating lease expense
|
$
|
17,821
|
|
|
|
||
|
As of June 28, 2019
|
||
Future lease payments by year:
|
(In thousands)
|
||
2019
|
$
|
19,463
|
|
2020
|
34,291
|
|
|
2021
|
26,678
|
|
|
2022
|
19,288
|
|
|
2023
|
15,627
|
|
|
Thereafter
|
62,868
|
|
|
Total
|
178,215
|
|
|
Less: present value discount
|
(24,291
|
)
|
|
Present value of lease liabilities
|
$
|
153,924
|
|
|
|
||
Weighted-average remaining lease term (in years):
|
|
||
Operating leases
|
8.4
|
|
|
Weighted-average discount rate:
|
|
||
Operating leases
|
3.3
|
%
|
|
June 28, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Term loans
|
$
|
1,690,871
|
|
|
$
|
485,959
|
|
Euro senior notes
|
394,258
|
|
|
395,420
|
|
||
TEU amortizing notes
|
64,747
|
|
|
—
|
|
||
2024 and 2026 notes
|
988,194
|
|
|
—
|
|
||
Revolving credit facilities and other
|
979,686
|
|
|
316,049
|
|
||
Total debt
|
4,117,756
|
|
|
1,197,428
|
|
||
Less: current portion
|
(39,524
|
)
|
|
(5,020
|
)
|
||
Long-term debt
|
$
|
4,078,232
|
|
|
$
|
1,192,408
|
|
|
June 28, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Accrued payroll
|
$
|
92,258
|
|
|
$
|
72,216
|
|
Accrued taxes
|
56,712
|
|
|
55,554
|
|
||
Accrued asbestos-related liability
|
60,015
|
|
|
56,045
|
|
||
Warranty liability - current portion
|
14,281
|
|
|
12,312
|
|
||
Accrued restructuring liability - current portion
|
9,739
|
|
|
5,475
|
|
||
Accrued third-party commissions
|
26,881
|
|
|
15,765
|
|
||
Lease liability - current portion
|
34,524
|
|
|
—
|
|
||
Accrued interest
|
28,497
|
|
|
2,956
|
|
||
Other
|
125,651
|
|
|
53,694
|
|
||
Accrued liabilities
|
$
|
448,558
|
|
|
$
|
274,017
|
|
|
Six Months Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In thousands)
|
||||||
Warranty liability, beginning of period
|
$
|
12,312
|
|
|
$
|
10,949
|
|
Accrued warranty expense
|
4,163
|
|
|
4,318
|
|
||
Changes in estimates related to pre-existing warranties
|
764
|
|
|
293
|
|
||
Cost of warranty service work performed
|
(5,101
|
)
|
|
(3,786
|
)
|
||
Acquisition-related liability
|
2,113
|
|
|
—
|
|
||
Foreign exchange translation effect
|
30
|
|
|
(331
|
)
|
||
Warranty liability, end of period
|
$
|
14,281
|
|
|
$
|
11,443
|
|
|
Six Months Ended June 28, 2019
|
||||||||||||||||||||||
|
Balance at Beginning of Period
|
|
Acquisitions
|
|
Provisions
|
|
Payments
|
|
Foreign Currency Translation
|
|
Balance at End of Period
(3)
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Restructuring and other related charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fabrication Technology:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Termination benefits
(1)
|
$
|
5,494
|
|
|
$
|
—
|
|
|
$
|
3,804
|
|
|
$
|
(6,746
|
)
|
|
$
|
(300
|
)
|
|
$
|
2,252
|
|
Facility closure costs
(2)
|
662
|
|
|
—
|
|
|
4,432
|
|
|
(5,118
|
)
|
|
30
|
|
|
6
|
|
||||||
|
6,156
|
|
|
—
|
|
|
8,236
|
|
|
(11,864
|
)
|
|
(270
|
)
|
|
2,258
|
|
||||||
Non-cash charges
(2)
|
|
|
|
|
139
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
8,375
|
|
|
|
|
|
|
|
||||||||||
Medical Technology:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Termination benefits
(1)
|
—
|
|
|
5,922
|
|
|
3,618
|
|
|
(3,656
|
)
|
|
(28
|
)
|
|
5,856
|
|
||||||
Facility closure costs
(2)
|
—
|
|
|
—
|
|
|
25,422
|
|
|
(19,779
|
)
|
|
—
|
|
|
5,643
|
|
||||||
|
—
|
|
|
5,922
|
|
|
29,040
|
|
|
(23,435
|
)
|
|
(28
|
)
|
|
11,499
|
|
||||||
Total
|
$
|
6,156
|
|
|
$
|
5,922
|
|
|
$
|
37,276
|
|
|
$
|
(35,299
|
)
|
|
$
|
(298
|
)
|
|
$
|
13,757
|
|
Non-cash charges
(2)
|
|
|
|
|
139
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
$
|
37,415
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Pension Benefits
-
U.S. Plans:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
34
|
|
|
$
|
41
|
|
|
$
|
68
|
|
|
81
|
|
|
Interest cost
|
1,798
|
|
|
1,811
|
|
|
3,596
|
|
|
3,621
|
|
||||
Expected return on plan assets
|
(2,660
|
)
|
|
(2,639
|
)
|
|
(5,320
|
)
|
|
(5,278
|
)
|
||||
Amortization
|
775
|
|
|
914
|
|
|
1,551
|
|
|
1,828
|
|
||||
Net periodic benefit cost
|
$
|
(53
|
)
|
|
$
|
127
|
|
|
$
|
(105
|
)
|
|
$
|
252
|
|
|
|
|
|
|
|
|
|
||||||||
Pension Benefits - Non-U.S. Plans:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
349
|
|
|
$
|
370
|
|
|
$
|
678
|
|
|
$
|
747
|
|
Interest cost
|
2,253
|
|
|
3,987
|
|
|
4,529
|
|
|
6,160
|
|
||||
Expected return on plan assets
|
(2,269
|
)
|
|
(4,349
|
)
|
|
(4,558
|
)
|
|
(6,877
|
)
|
||||
Settlement loss
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
||||
Amortization
|
97
|
|
|
—
|
|
|
185
|
|
|
542
|
|
||||
Net periodic benefit cost
|
$
|
430
|
|
|
$
|
281
|
|
|
$
|
834
|
|
|
572
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Post-Retirement Benefits:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
3
|
|
|
13
|
|
|
Interest cost
|
122
|
|
|
123
|
|
|
244
|
|
|
246
|
|
||||
Amortization
|
(37
|
)
|
|
(22
|
)
|
|
(75
|
)
|
|
(44
|
)
|
||||
Net periodic benefit cost
|
$
|
86
|
|
|
$
|
108
|
|
|
$
|
172
|
|
|
215
|
|
|
June 28, 2019
|
||||||||||||||
|
Level
One |
|
Level
Two |
|
Level
Three |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
20,711
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,711
|
|
Foreign currency contracts related to sales - not designated as hedges
|
—
|
|
|
133
|
|
|
—
|
|
|
133
|
|
||||
Foreign currency contracts related to purchases - not designated as hedges
|
—
|
|
|
749
|
|
|
—
|
|
|
749
|
|
||||
Deferred compensation plans
|
—
|
|
|
8,224
|
|
|
—
|
|
|
8,224
|
|
||||
|
$
|
20,711
|
|
|
$
|
9,106
|
|
|
$
|
—
|
|
|
$
|
29,817
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts related to sales - not designated as hedges
|
$
|
—
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
201
|
|
Foreign currency contracts related to purchases - not designated as hedges
|
—
|
|
|
299
|
|
|
—
|
|
|
299
|
|
||||
Deferred compensation plans
|
—
|
|
|
8,224
|
|
|
—
|
|
|
8,224
|
|
||||
|
$
|
—
|
|
|
$
|
8,724
|
|
|
$
|
—
|
|
|
$
|
8,724
|
|
|
December 31, 2018
|
||||||||||||||
|
Level
One |
|
Level
Two |
|
Level
Three |
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
5,388
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,388
|
|
Foreign currency contracts related to sales - not designated as hedges
|
—
|
|
|
326
|
|
|
—
|
|
|
326
|
|
||||
Foreign currency contracts related to purchases - not designated as hedges
|
—
|
|
|
325
|
|
|
—
|
|
|
325
|
|
||||
Deferred compensation plans
|
—
|
|
|
7,154
|
|
|
—
|
|
|
7,154
|
|
||||
|
$
|
5,388
|
|
|
$
|
7,805
|
|
|
$
|
—
|
|
|
$
|
13,193
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts related to sales - not designated as hedges
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
133
|
|
Foreign currency contracts related to purchases - not designated as hedges
|
—
|
|
|
557
|
|
|
—
|
|
|
557
|
|
||||
Deferred compensation plans
|
—
|
|
|
7,154
|
|
|
—
|
|
|
7,154
|
|
||||
|
$
|
—
|
|
|
$
|
7,844
|
|
|
$
|
—
|
|
|
$
|
7,844
|
|
|
June 28, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Foreign currency contracts sold - not designated as hedges
|
$
|
67,993
|
|
|
$
|
43,510
|
|
Foreign currency contracts purchased - not designated as hedges
|
164,787
|
|
|
75,102
|
|
||
Total foreign currency derivatives
|
$
|
232,780
|
|
|
$
|
118,612
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Contracts Designated as Hedges:
|
|
|
|
||||||||||||
Unrealized gain (loss) on net investment hedges
(1)
|
$
|
(4,002
|
)
|
|
$
|
15,769
|
|
|
$
|
1,451
|
|
|
$
|
8,539
|
|
Contracts Not Designated in a Hedge Relationship:
|
|
|
|
|
|
|
|
||||||||
Foreign Currency Contracts - related to customer sales contracts:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain
|
(179
|
)
|
|
735
|
|
|
(208
|
)
|
|
1,649
|
|
||||
Realized (loss) gain
|
(409
|
)
|
|
(600
|
)
|
|
(1,067
|
)
|
|
547
|
|
||||
Foreign Currency Contracts - related to supplier purchases contracts:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss)
|
1,006
|
|
|
(787
|
)
|
|
651
|
|
|
(1,805
|
)
|
||||
Realized gain (loss)
|
187
|
|
|
204
|
|
|
454
|
|
|
(324
|
)
|
|
Six Months Ended
|
||||
|
June 28, 2019
|
|
June 29, 2018
|
||
|
(Number of claims)
|
||||
Claims unresolved, beginning of period
|
16,417
|
|
|
17,737
|
|
Claims filed
(1)
|
2,239
|
|
|
2,090
|
|
Claims resolved
(2)
|
(2,132
|
)
|
|
(2,253
|
)
|
Claims unresolved, end of period
|
16,524
|
|
|
17,574
|
|
|
June 28, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Long-term asbestos insurance asset
(1)
|
$
|
273,521
|
|
|
$
|
278,662
|
|
Long-term asbestos insurance receivable
(1)
|
64,886
|
|
|
62,523
|
|
||
Accrued asbestos liability
(2)
|
60,015
|
|
|
56,045
|
|
||
Long-term asbestos liability
(3)
|
274,355
|
|
|
288,962
|
|
▪
|
Fabrication Technology
-
a global supplier of welding equipment, cutting equipment, automated welding and cutting systems, and consumables.
|
•
|
Medical Technology
- a leading provider of orthopedic solutions, providing orthopedic devices, software and services spanning the full continuum of patient care, from injury prevention to rehabilitation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
||||||||||
Fabrication Technology
|
$
|
592,735
|
|
|
$
|
560,857
|
|
|
$
|
1,153,119
|
|
|
$
|
1,094,130
|
|
Medical Technology
|
315,912
|
|
|
—
|
|
|
439,447
|
|
|
—
|
|
||||
|
$
|
908,647
|
|
|
$
|
560,857
|
|
|
$
|
1,592,566
|
|
|
$
|
1,094,130
|
|
Segment operating income
(1)
:
|
|
|
|
|
|
|
|
||||||||
Fabrication Technology
|
$
|
80,970
|
|
|
$
|
71,092
|
|
|
$
|
151,575
|
|
|
$
|
135,230
|
|
Medical Technology
|
4,605
|
|
|
—
|
|
|
15,287
|
|
|
—
|
|
||||
Corporate and other
|
(17,456
|
)
|
|
(15,115
|
)
|
|
(85,579
|
)
|
|
(32,534
|
)
|
||||
|
$
|
68,119
|
|
|
$
|
55,977
|
|
|
$
|
81,283
|
|
|
$
|
102,696
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
8,363
|
|
|
$
|
37,079
|
|
|
$
|
(11,125
|
)
|
|
$
|
57,740
|
|
(Gain) loss on short-term investments
|
—
|
|
|
(4,591
|
)
|
|
—
|
|
|
10,128
|
|
||||
Interest expense, net
|
33,171
|
|
|
12,936
|
|
|
54,992
|
|
|
21,844
|
|
||||
Restructuring and other related charges
|
26,585
|
|
|
10,553
|
|
|
37,416
|
|
|
12,984
|
|
||||
Segment operating income
|
$
|
68,119
|
|
|
$
|
55,977
|
|
|
$
|
81,283
|
|
|
$
|
102,696
|
|
•
|
changes in the general economy, as well as the cyclical nature of the markets we serve;
|
•
|
a significant or sustained decline in commodity prices, including oil;
|
•
|
our ability to identify, finance, acquire and successfully integrate attractive acquisition targets;
|
•
|
our exposure to unanticipated liabilities resulting from acquisitions;
|
•
|
our ability and the ability of our customers to access required capital at a reasonable cost;
|
•
|
our ability to accurately estimate the cost of or realize savings from our restructuring programs;
|
•
|
the amount of and our ability to estimate our asbestos-related liabilities;
|
•
|
the solvency of our insurers and the likelihood of their payment for asbestos-related costs;
|
•
|
material disruptions at any of our manufacturing facilities;
|
•
|
noncompliance with various laws and regulations associated with our international operations, including anti-bribery laws, export control regulations and sanctions and embargoes;
|
•
|
risks associated with our international operations, including risks from trade protection measures and other changes in trade relations;
|
•
|
risks associated with the representation of our employees by trade unions and work councils;
|
•
|
our exposure to product liability claims;
|
•
|
potential costs and liabilities associated with environmental, health and safety laws and regulations;
|
•
|
failure to maintain, protect and defend our intellectual property rights;
|
•
|
the loss of key members of our leadership team;
|
•
|
restrictions in our principal credit facility that may limit our flexibility in operating our business;
|
•
|
impairment in the value of intangible assets;
|
•
|
the funding requirements or obligations of our defined benefit pension plans and other post-retirement benefit plans;
|
•
|
significant movements in foreign currency exchange rates;
|
•
|
availability and cost of raw materials, parts and components used in our products;
|
•
|
new regulations and customer preferences reflecting an increased focus on environmental, social and governance issues, including new regulations related to the use of conflict minerals;
|
•
|
service interruptions, data corruption, cyber-based attacks or network security breaches affecting our information technology infrastructure;
|
•
|
risks arising from changes in technology;
|
•
|
the competitive environment in our industry;
|
•
|
changes in our tax rates or exposure to additional income tax liabilities, including the effects of the U.S. Tax Cuts and Jobs Act;
|
•
|
our ability to manage and grow our business and execution of our business and growth strategies;
|
•
|
the level of capital investment and expenditures by our customers in our strategic markets;
|
•
|
our financial performance;
|
•
|
difficulties and delays in integrating the DJO acquisition or fully realizing projected cost savings and benefits of the DJO acquisition;
|
•
|
risks related to the pending sale of our Air and Gas Handling segment and risks as to the timing and considerations for such strategic options; and
|
•
|
other risks and factors, listed in Item 1A. “Risk Factors” in Part I of our
2018
Form 10-K and in this form 10-Q.
|
•
|
Fabrication Technology
-
a global supplier of consumable products and equipment for use in the cutting, joining, and automated welding of steel, aluminum, and other metals and metal alloys.
|
•
|
Medical Technology
- a leading provider of orthopedic solutions, providing orthopedic devices, software and services spanning the full continuum of patient care, from injury prevention to joint replacement to rehabilitation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Net income (loss) from continuing operations (GAAP)
|
$
|
2.2
|
|
|
$
|
47.8
|
|
|
$
|
(19.3
|
)
|
|
$
|
68.6
|
|
Provision (benefit) for income taxes
|
6.2
|
|
|
(10.8
|
)
|
|
8.2
|
|
|
(10.9
|
)
|
||||
(Gain) loss on short-term investments
(1)
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
10.1
|
|
||||
Interest expense, net
(2)
|
33.2
|
|
|
12.9
|
|
|
55.0
|
|
|
21.8
|
|
||||
Restructuring and other related charges
|
26.6
|
|
|
10.6
|
|
|
37.4
|
|
|
13.0
|
|
||||
Strategic transaction costs
(3)
|
2.5
|
|
|
—
|
|
|
55.8
|
|
|
—
|
|
||||
Acquisition-related amortization and other non-cash charges
(4)
|
56.6
|
|
|
9.2
|
|
|
80.4
|
|
|
19.5
|
|
||||
Adjusted EBITA (non-GAAP)
|
$
|
127.2
|
|
|
$
|
65.2
|
|
|
$
|
217.4
|
|
|
$
|
122.2
|
|
Net income (loss) margin from continuing operations (GAAP)
|
0.2
|
%
|
|
8.5
|
%
|
|
(1.2
|
)%
|
|
6.3
|
%
|
||||
Adjusted EBITA margin (non-GAAP)
|
14.0
|
%
|
|
11.6
|
%
|
|
13.7
|
%
|
|
11.2
|
%
|
|
Three Months Ended June 28, 2019
|
|
Six Months Ended June 28, 2019
|
||||||||||||||||||||||||||||
|
Fabrication Technology
|
|
Medical Technology
|
|
Corporate and other
|
|
Total Colfax Corporation
|
|
Fabrication Technology
|
|
Medical Technology
|
|
Corporate and other
|
|
Total Colfax Corporation
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Operating income (loss) (GAAP)
|
$
|
76.9
|
|
|
$
|
(17.9
|
)
|
|
$
|
(17.5
|
)
|
|
$
|
41.5
|
|
|
$
|
143.2
|
|
|
$
|
(13.8
|
)
|
|
$
|
(85.6
|
)
|
|
$
|
43.9
|
|
Restructuring and other related charges
|
4.1
|
|
|
22.5
|
|
|
—
|
|
|
26.6
|
|
|
8.4
|
|
|
29.0
|
|
|
—
|
|
|
37.4
|
|
||||||||
Segment operating income (loss)
|
81.0
|
|
|
4.6
|
|
|
(17.5
|
)
|
|
68.1
|
|
|
151.6
|
|
|
15.3
|
|
|
(85.6
|
)
|
|
81.3
|
|
||||||||
Strategic transaction costs
|
—
|
|
|
—
|
|
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
55.8
|
|
|
55.8
|
|
||||||||
Acquisition-related amortization and other non-cash charges
|
8.9
|
|
|
47.7
|
|
|
—
|
|
|
56.6
|
|
|
17.6
|
|
|
62.7
|
|
|
—
|
|
|
80.4
|
|
||||||||
Adjusted EBITA (non-GAAP)
|
$
|
89.9
|
|
|
$
|
52.3
|
|
|
$
|
(14.9
|
)
|
|
$
|
127.2
|
|
|
$
|
169.2
|
|
|
$
|
78.0
|
|
|
$
|
(29.8
|
)
|
|
$
|
217.4
|
|
Segment operating income (loss) margin (GAAP)
|
13.7
|
%
|
|
1.5
|
%
|
|
—
|
%
|
|
7.5
|
%
|
|
13.1
|
%
|
|
3.5
|
%
|
|
—
|
%
|
|
5.1
|
%
|
||||||||
Adjusted EBITA margin (non-GAAP)
|
15.2
|
%
|
|
16.5
|
%
|
|
—
|
%
|
|
14.0
|
%
|
|
14.7
|
%
|
|
17.7
|
%
|
|
—
|
%
|
|
13.7
|
%
|
|
Three Months Ended June 29, 2018
|
|
Six months ended June 29, 2018
|
||||||||||||||||||||||||||||
|
Fabrication Technology
|
|
Medical Technology
|
|
Corporate and other
|
|
Total Colfax Corporation
|
|
Fabrication Technology
|
|
Medical Technology
|
|
Corporate and other
|
|
Total Colfax Corporation
|
||||||||||||||||
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||
Operating income (loss) (GAAP)
|
$
|
60.5
|
|
|
$
|
—
|
|
|
$
|
(15.1
|
)
|
|
$
|
45.4
|
|
|
$
|
122.3
|
|
|
$
|
—
|
|
|
$
|
(32.6
|
)
|
|
$
|
89.7
|
|
Restructuring and other related charges
|
10.6
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
||||||||
Segment operating income (loss)
|
71.1
|
|
|
—
|
|
|
(15.1
|
)
|
|
56.0
|
|
|
135.2
|
|
|
—
|
|
|
(32.5
|
)
|
|
102.7
|
|
||||||||
Acquisition-related amortization and other non-cash charges
|
9.2
|
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
|
19.5
|
|
||||||||
Adjusted EBITA (non-GAAP)
|
$
|
80.3
|
|
|
$
|
—
|
|
|
$
|
(15.1
|
)
|
|
$
|
65.2
|
|
|
$
|
154.7
|
|
|
$
|
—
|
|
|
$
|
(32.5
|
)
|
|
$
|
122.2
|
|
Segment operating income (loss) margin (GAAP)
|
12.7
|
%
|
|
—
|
%
|
|
—
|
%
|
|
10.0
|
%
|
|
12.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|
9.4
|
%
|
||||||||
Adjusted EBITA margin (non-GAAP)
|
14.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
11.6
|
%
|
|
14.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
11.2
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
||||||
|
(Dollars in millions)
|
||||||||||||
For the three and six months ended June 29, 2018
|
$
|
560.9
|
|
|
|
|
$
|
1,094.1
|
|
|
|
||
Components of Change:
|
|
|
|
|
|
|
|
||||||
Existing Businesses
(1)
|
20.3
|
|
|
3.6
|
%
|
|
44.2
|
|
|
4.0
|
%
|
||
Acquisitions
(2)
|
353.1
|
|
|
63.0
|
%
|
|
515.5
|
|
|
47.1
|
%
|
||
Foreign Currency Translation
(3)
|
(25.7
|
)
|
|
(4.6
|
)%
|
|
(61.2
|
)
|
|
(5.6
|
)%
|
||
|
347.7
|
|
|
62.0
|
%
|
|
498.5
|
|
|
45.6
|
%
|
||
For the three and six months ended June 28, 2019
|
$
|
908.6
|
|
|
|
|
$
|
1,592.6
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Gross profit
|
$
|
376.1
|
|
|
$
|
191.9
|
|
|
$
|
637.1
|
|
|
$
|
376.5
|
|
Gross profit margin
|
41.4
|
%
|
|
34.2
|
%
|
|
40.0
|
%
|
|
34.4
|
%
|
||||
Selling, general and administrative expense
|
$
|
307.9
|
|
|
$
|
135.9
|
|
|
$
|
555.8
|
|
|
$
|
273.8
|
|
Operating income
|
$
|
41.5
|
|
|
$
|
45.4
|
|
|
$
|
43.9
|
|
|
$
|
89.7
|
|
Operating income margin
|
4.6
|
%
|
|
8.1
|
%
|
|
2.8
|
%
|
|
8.2
|
%
|
||||
Net income (loss) from continuing operations
|
$
|
2.2
|
|
|
$
|
47.8
|
|
|
$
|
(19.3
|
)
|
|
$
|
68.6
|
|
Net income (loss) margin from continuing operations
|
0.2
|
%
|
|
8.5
|
%
|
|
(1.2
|
)%
|
|
6.3
|
%
|
||||
Adjusted EBITA (non-GAAP)
|
$
|
127.2
|
|
|
$
|
65.2
|
|
|
$
|
217.4
|
|
|
$
|
122.2
|
|
Adjusted EBITA Margin (non-GAAP)
|
14.0
|
%
|
|
11.6
|
%
|
|
13.7
|
%
|
|
11.2
|
%
|
||||
Items excluded from Adjusted EBITA:
|
|
|
|
|
|
|
|
||||||||
Restructuring and other related charges
|
$
|
26.6
|
|
|
$
|
10.6
|
|
|
$
|
37.4
|
|
|
$
|
13.0
|
|
Strategic transaction costs
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
55.8
|
|
|
$
|
—
|
|
Acquisition-related amortization and other non-cash charges
|
$
|
56.6
|
|
|
$
|
9.2
|
|
|
$
|
80.4
|
|
|
$
|
19.5
|
|
(Gain) loss on short-term investments
|
$
|
—
|
|
|
$
|
(4.6
|
)
|
|
$
|
—
|
|
|
$
|
10.1
|
|
Interest expense, net
|
$
|
33.2
|
|
|
$
|
12.9
|
|
|
$
|
55.0
|
|
|
$
|
21.8
|
|
Provision (benefit) for income taxes
|
$
|
6.2
|
|
|
$
|
(10.8
|
)
|
|
$
|
8.2
|
|
|
$
|
(10.9
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
June 28, 2019
|
|
June 29, 2018
|
||||||||
|
(Dollars in millions)
|
||||||||||||||
Net sales
|
$
|
592.7
|
|
|
$
|
560.9
|
|
|
$
|
1,153.1
|
|
|
$
|
1,094.1
|
|
Gross profit
|
$
|
206.2
|
|
|
$
|
191.9
|
|
|
$
|
400.2
|
|
|
$
|
376.5
|
|
Gross profit margin
|
34.8
|
%
|
|
34.2
|
%
|
|
34.7
|
%
|
|
34.4
|
%
|
||||
Selling, general and administrative expense
|
$
|
125.2
|
|
|
$
|
120.8
|
|
|
$
|
248.6
|
|
|
$
|
241.3
|
|
Segment operating income
|
$
|
81.0
|
|
|
$
|
71.1
|
|
|
$
|
151.6
|
|
|
$
|
135.2
|
|
Segment operating income margin
|
13.7
|
%
|
|
12.7
|
%
|
|
13.1
|
%
|
|
12.4
|
%
|
||||
Adjusted EBITA (Non-GAAP)
|
$
|
89.9
|
|
|
$
|
80.3
|
|
|
$
|
169.2
|
|
|
$
|
154.7
|
|
Adjusted EBITA Margin (Non-GAAP)
|
15.2
|
%
|
|
14.3
|
%
|
|
14.7
|
%
|
|
14.1
|
%
|
||||
Items excluded from Adjusted EBITA:
|
|
|
|
|
|
|
|
||||||||
Restructuring and other related charges
|
$
|
4.1
|
|
|
$
|
10.6
|
|
|
$
|
8.4
|
|
|
$
|
13.0
|
|
Acquisition-related amortization and other non-cash charges
|
$
|
8.9
|
|
|
$
|
9.2
|
|
|
$
|
17.6
|
|
|
$
|
19.4
|
|
|
Three Months Ended June 28, 2019
|
|
From February 22, 2019 to June 28, 2019
|
|
||||
|
(Dollars in millions)
|
|||||||
Net sales
|
$
|
315.9
|
|
|
$
|
439.4
|
|
|
Gross profit
|
169.9
|
|
|
236.9
|
|
|
||
Gross profit margin
|
53.8
|
%
|
|
53.9
|
%
|
|
||
Selling, general and administrative expense
|
$
|
165.3
|
|
|
$
|
221.6
|
|
|
Segment operating income
|
$
|
4.6
|
|
|
$
|
15.3
|
|
|
Segment operating income margin
|
1.5
|
%
|
|
3.5
|
%
|
|
||
Adjusted EBITA (Non-GAAP)
|
$
|
52.3
|
|
|
$
|
78.0
|
|
|
Adjusted EBITA Margin (Non-GAAP)
|
16.5
|
%
|
|
17.7
|
%
|
|
||
Items excluded from Adjusted EBITA:
|
|
|
|
|
||||
Restructuring and other related charges
|
$
|
22.5
|
|
|
$
|
29.0
|
|
|
Acquisition-related amortization and other non-cash charges
|
$
|
47.7
|
|
|
$
|
62.7
|
|
|
|
Six Months Ended
|
||||||
|
June 28, 2019
|
|
June 29, 2018
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
10.4
|
|
|
$
|
33.7
|
|
Purchases of property, plant and equipment, net
|
(64.0
|
)
|
|
(24.8
|
)
|
||
Proceeds from sale of property, plant and equipment
|
3.3
|
|
|
14.6
|
|
||
Acquisitions, net of cash received
|
(3,147.8
|
)
|
|
(50.9
|
)
|
||
Proceeds from sale of business, net
|
—
|
|
|
18.6
|
|
||
Sale of short term investment, net
|
—
|
|
|
139.5
|
|
||
Net cash (used in) provided by investing activities
|
(3,208.5
|
)
|
|
97.0
|
|
||
Proceeds from borrowings, net
|
2,892.7
|
|
|
25.9
|
|
||
Payment for noncontrolling interest share repurchase
|
(93.1
|
)
|
|
—
|
|
||
Proceeds from tangible equity units, net
|
377.8
|
|
|
—
|
|
||
Payments for common stock repurchases
|
—
|
|
|
(143.9
|
)
|
||
Other
|
1.6
|
|
|
2.3
|
|
||
Net cash provided by (used in) financing activities
|
3,179.0
|
|
|
(115.7
|
)
|
||
Effect of foreign exchange rates on Cash and cash equivalents
|
6.3
|
|
|
(19.2
|
)
|
||
Decrease in Cash and cash equivalents
|
$
|
(12.8
|
)
|
|
$
|
(4.3
|
)
|
•
|
During the
six months ended June 28, 2019
, $55.8 million of strategic transaction costs were paid, mainly related to the DJO acquisition, which negatively impacted our operating cash flow for the period.
|
•
|
Net cash received or paid for asbestos-related costs, net of insurance proceeds, including the disposition of claims, defense costs and legal expenses related to litigation against our insurers, creates variability in our operating cash flows. During the
six months ended June 28, 2019
, we had net cash outflows of
$12.5 million
. During the
six months ended June 29, 2018
, we had net cash outflows of
$10.5 million
.
|
•
|
Funding requirements of our defined benefit plans, including pension plans and other post-retirement benefit plans, can vary significantly from period-to-period due to changes in the fair value of plan assets and actuarial assumptions. For the six months ended June 28, 2019 and June 29, 2018, cash contributions for defined benefit plans were
$5.2 million
and
$17.6 million
, respectively.
|
•
|
During the six months ended June 28, 2019 and June 29, 2018, net cash payments of $49.2 million and
$22.4 million
, respectively, were made for our restructuring initiatives.
|
•
|
Changes in net working capital also affected the operating cash flows for the periods presented. We define working capital as Trade receivables, net and Inventories, net reduced by Accounts payable and Customer advances and billings in excess of costs incurred. During the six months ended June 28, 2019, net working capital consumed cash of
$82.0 million
, before the impact of foreign exchange. This use of cash included an estimated $40 million one-time effort to bring DJO suppliers into payment terms consistent with our normal practices, as well as to eliminate a DJO accounts receivable factoring program. The remaining cash usage primarily related to an increase in working capital that principally resulted from an organic increase in Net sales. During the six months ended June 29, 2018, net working capital consumed cash of $81.8 million, before the impact of foreign exchange, primarily due to an increase in inventory levels and receivables partially offset by an increase in payables, all of which resulted from an organic increase in Net sales.
|
•
|
Working capital for the six months ended June 28, 2019 and June 29, 2018 reflect normal seasonal changes.
|
Exhibit No.
|
Exhibit Description
|
|
|
3.01
*
|
|
|
|
3.02
**
|
|
|
|
2.1
^
|
Equity and Asset Purchase Agreement, dated as of May 15, 2019, by and between Colfax Corporation, Granite Holdings US Acquisition Co. International, Inc. and Brillant 3047, GmbH
(incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 17, 2019)
.
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 is formatted in Inline XBRL.
|
|
|
*
|
Incorporated by reference to Exhibit 3.01 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012.
|
**
|
Incorporated by reference to Exhibit 3.02 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 23, 2015.
|
#
|
Indicates management contract or compensatory plan, contract or arrangement.
|
^
|
Schedules and similar attachments to the agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and similar attachments upon request by the SEC
|
/s/ Matthew L. Trerotola
|
|
President and Chief Executive Officer
|
|
|
Matthew L. Trerotola
|
|
(Principal Executive Officer)
|
|
August 6, 2019
|
|
|
|
|
|
/s/ Christopher M. Hix
|
|
Senior Vice President, Finance,
|
|
|
Christopher M. Hix
|
|
Chief Financial Officer
|
|
August 6, 2019
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Douglas J. Pitts
|
|
Vice President
|
|
|
Douglas J. Pitts
|
|
Controller and Chief Accounting Officer
|
|
August 6, 2019
|
|
|
(Principal Accounting Officer)
|
|
|
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