Press Release Details
Colfax Corporation Announces Q2 Results, Increased Full Year Outlook, and Strategic Acquisition
- Reported
$0.19 EPS from continuing operations and achieved$0.56 of adjusted EPS, raised FY 2021 adjusted EPS guidance range to$2.10-$2.20 - Signed agreement to acquire
Mathys Bettlach AG to expand fast-growing MedTech Reconstructive business outside ofNorth America - Made significant progress on separation into two independent public companies, continuing to target Q1 2022 completion
The Company reported second quarter net income from continuing operations attributable to Colfax of
In the second quarter, net sales of
Colfax’s Fabrication Technology segment sales increased 44% on an organic sales-per-day basis in the second quarter versus the prior year and 52% overall. The segment reported record high adjusted EBITA margins of 16.4%, compared to 12.6% in the prior year. Medical Technology segment sales in the quarter increased 54% on an organic sales-per-day basis compared to the prior year and 73% overall. The segment reported adjusted EBITA margins of 13.5%, compared to 3.2% in the prior year.
As a result of strong second quarter results, the Company is raising its 2021 adjusted EPS outlook from
“Our businesses continue to benefit from strengthening market demand and operating execution,” said
Colfax recently signed an agreement to acquire
“We are pleased to announce the signing of the Mathys acquisition and look forward to welcoming their customers and global employees into our fast-growing reconstructive platform,” said
The Company expects Mathys sales of approximately
Colfax stated that it continues to make meaningful progress toward the separation of its fabrication technology and medical technology businesses into two independent public companies. The Company has made significant progress creating the two separate Boards of Directors with a combination of continuity and new members. ESAB’s public company support capabilities are being created, and Colfax expects ESAB will operate with initial net leverage of 2.5x to 3.0x upon separation. A new name has been selected for MedTechCo that will be unveiled to investors, customers and employees before separation. The separation is intended to be structured in a tax-free manner and is targeted to be completed in the first quarter of 2022.
Conference Call and Webcast
The Company will hold a conference call to discuss its second quarter 2021 results beginning at
About
Non-GAAP Financial Measures and Other Adjustments
Colfax has provided in this press release financial information that has not been prepared in accordance with accounting principles generally accepted in
Adjusted net income from continuing operations represents net income (loss) from continuing operations excluding restructuring and other related charges, European Union Medical Device Regulation (“MDR”) and other costs, pension settlement gain, debt extinguishment charges, acquisition-related amortization and other non-cash charges, and strategic transaction costs. Colfax also presents adjusted net income margin from continuing operations, which is subject to the same adjustments as adjusted net income from continuing operations.
Adjusted net income per diluted share from continuing operations represents adjusted net income from continuing operations divided by the number of adjusted diluted weighted average shares. Both GAAP and non-GAAP diluted net income per share data are computed based on weighted average shares outstanding and, if there is net income from continuing operations (rather than net loss) during the period, the dilutive impact of share equivalents outstanding during the period. Diluted weighted average shares outstanding and adjusted diluted weighted average shares outstanding are calculated on the same basis except for the net income or loss figure used in determining whether to include such dilutive impact.
Adjusted EBITA represents net income (loss) from continuing operations excluding restructuring and other related charges, MDR and other costs, acquisition-related amortization and other non-cash charges, and strategic transaction costs, as well as income tax expense (benefit) and interest expense, net. Colfax presents adjusted EBITA margin, which is subject to the same adjustments as adjusted EBITA. Further, Colfax presents adjusted EBITA (and adjusted EBITA margin) on a segment basis, which excludes the impact of strategic transaction costs and acquisition-related amortization and other non-cash charges from segment operating income.
Organic sales growth (decline) excludes the impact of acquisitions and foreign exchange rate fluctuations.
Organic sales-per-day growth (decline) represents Organic sales growth (decline) adjusted for additional or fewer selling days calculated based on the global average selling days particular to each segment.
Free cash flow represents cash flow from operating activities less purchases of property, plant and equipment.
These non-GAAP financial measures assist Colfax management in comparing its operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete restructuring plans that are fundamentally different from the ongoing productivity improvements of the Company. Colfax management also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release.
In this press release, Colfax presents forward-looking adjusted EPS and free cash flow guidance. Colfax does not provide such outlook on a GAAP basis because changes in the items that Colfax excludes from GAAP to calculate these measures can be dependent on future events that are less capable of being controlled or reliably predicted by management and are not part of Colfax’s routine operating activities. Additionally, management does not forecast many of the excluded items for internal use and therefore cannot create or rely on an outlook done on a GAAP basis. These excluded items could have a significant impact on the Company’s GAAP financial results.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS
This press release includes forward-looking statements, including forward-looking statements within the meaning of the
The term “Colfax” in reference to the activities described in this press release may mean one or more of Colfax’s global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by
Contact:
Vice President, Finance
+1-302-252-9129
investorrelations@colfaxcorp.com
Condensed Consolidated Statements of Operations
Dollars in thousands, except per share data
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||||||||
Net sales | $ | 985,928 | $ | 620,360 | $ | 1,865,139 | $ | 1,436,716 | |||||||||||
Cost of sales | 566,944 | 379,274 | 1,075,078 | 847,416 | |||||||||||||||
Gross profit | 418,984 | 241,086 | 790,061 | 589,300 | |||||||||||||||
Selling, general and administrative expense | 337,563 | 235,727 | 643,287 | 527,924 | |||||||||||||||
Restructuring and other related charges | 5,480 | 10,280 | 9,526 | 19,460 | |||||||||||||||
Operating income (loss) | 75,941 | (4,921) | 137,248 | 41,916 | |||||||||||||||
Pension settlement gain | (11,208) | — | (11,208) | — | |||||||||||||||
Interest expense, net | 17,805 | 28,284 | 43,465 | 53,080 | |||||||||||||||
Debt extinguishment charges | 29,870 | — | 29,870 | — | |||||||||||||||
Income (loss) from continuing operations before income taxes | 39,474 | (33,205) | 75,121 | (11,164) | |||||||||||||||
Income tax expense (benefit) | 8,155 | (30,063) | 16,072 | (16,890) | |||||||||||||||
Net income (loss) from continuing operations | 31,319 | (3,142) | 59,049 | 5,726 | |||||||||||||||
Loss from discontinued operations, net of taxes | (1,617) | (4,905) | (9,107) | (8,265) | |||||||||||||||
Net income (loss) | 29,702 | (8,047) | 49,942 | (2,539) | |||||||||||||||
Less: income attributable to noncontrolling interest, net of taxes | 1,060 | 427 | 2,226 | 1,454 | |||||||||||||||
Net income (loss) attributable to |
$ | 28,642 | $ | (8,474) | $ | 47,716 | $ | (3,993) | |||||||||||
Net income (loss) per share - basic | |||||||||||||||||||
Continuing operations | $ | 0.20 | $ | (0.03) | $ | 0.39 | $ | 0.03 | |||||||||||
Discontinued operations | $ | (0.01) | $ | (0.04) | $ | (0.06) | $ | (0.06) | |||||||||||
Consolidated operations | $ | 0.19 | $ | (0.06) | $ | 0.33 | $ | (0.03) | |||||||||||
Net income (loss) per share - diluted | |||||||||||||||||||
Continuing operations | $ | 0.19 | $ | (0.03) | $ | 0.38 | $ | 0.03 | |||||||||||
Discontinued operations | $ | (0.01) | $ | (0.04) | $ | (0.06) | $ | (0.06) | |||||||||||
Consolidated operations | $ | 0.18 | $ | (0.06) | $ | 0.32 | $ | (0.03) |
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in millions, except per share data
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||||||||
Adjusted Net Income and Adjusted Net Income Per Share | |||||||||||||||||||
Net income (loss) from continuing operations attributable to |
$ | 30.3 | $ | (3.6) | $ | 56.8 | $ | 4.3 | |||||||||||
Restructuring and other related charges - pretax (2) | 5.5 | 11.2 | 9.5 | 22.2 | |||||||||||||||
MDR and other costs - pretax (3) | 1.9 | 1.0 | 3.7 | 1.9 | |||||||||||||||
Debt extinguishment charges - pretax | 29.9 | — | 29.9 | — | |||||||||||||||
Acquisition-related amortization and other non-cash charges - pretax (4) | 39.0 | 36.1 | 77.5 | 71.9 | |||||||||||||||
Strategic transaction costs - pretax (5) | 8.0 | 1.7 | 9.4 | 2.6 | |||||||||||||||
Pension settlement gain - pretax | (11.2) | — | (11.2) | — | |||||||||||||||
Tax adjustment (6) | (15.8) | (33.7) | (25.8) | (36.3) | |||||||||||||||
Adjusted net income from continuing operations (non-GAAP) | $ | 87.5 | $ | 12.7 | $ | 149.8 | $ | 66.6 | |||||||||||
Adjusted net income margin from continuing operations | 8.9 | % | 2.1 | % | 8.0 | % | 4.6 | % | |||||||||||
Weighted-average shares outstanding - diluted (in millions) | 155.9 | 137.6 | 148.8 | 139.6 | |||||||||||||||
Adjusted net income per share - diluted from continuing operations (non-GAAP) | $ | 0.56 | $ | 0.09 | $ | 1.01 | $ | 0.48 | |||||||||||
Net income (loss) per share - diluted from continuing operations (GAAP) | $ | 0.19 | $ | (0.03) | $ | 0.38 | $ | 0.03 |
__________
(1) Net income (loss) from continuing operations attributable to
(2) Restructuring and other related charges includes
(3) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union Medical Device Regulation of 2017. These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations for all periods presented.
(4) Includes amortization of acquired intangibles and fair value charges on acquired inventory.
(5) For the three and six months ended
(6) The effective tax rates used to calculate adjusted net income and adjusted net income per share were 21.3% and 21.6% for the three and six months ended
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in millions
(Unaudited)
Three Months Ended | Six Months Ended | ||||||||||||||||||
(Dollars in millions) | |||||||||||||||||||
Net income (loss) from continuing operations (GAAP) | $ | 31.3 | $ | (3.1) | $ | 59.0 | $ | 5.7 | |||||||||||
Income tax expense (benefit) | 8.2 | (30.1) | 16.1 | (16.9) | |||||||||||||||
Pension settlement gain | (11.2) | — | (11.2) | — | |||||||||||||||
Interest expense, net | 17.8 | 28.3 | 43.5 | 53.1 | |||||||||||||||
Debt extinguishment charges | 29.9 | — | 29.9 | — | |||||||||||||||
Restructuring and other related charges(1) | 5.5 | 11.2 | 9.5 | 22.2 | |||||||||||||||
MDR and other costs(2) | 1.9 | 1.0 | 3.7 | 1.9 | |||||||||||||||
Strategic transaction costs(3) | 8.0 | 1.7 | 9.4 | 2.6 | |||||||||||||||
Acquisition-related amortization and other non-cash charges(4) | 39.0 | 36.1 | 77.5 | 71.9 | |||||||||||||||
Adjusted EBITA (non-GAAP) | $ | 130.3 | $ | 45.1 | $ | 237.4 | $ | 140.6 | |||||||||||
Net income (loss) margin from continuing operations (GAAP) | 3.2 | % | (0.5) | % | 3.2 | % | 0.4 | % | |||||||||||
Adjusted EBITA margin (non-GAAP) | 13.2 | % | 7.3 | % | 12.7 | % | 9.8 | % |
__________
(1) Restructuring and other related charges includes
(2) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union Medical Device Regulation of 2017. These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations for all periods presented.
(3) For the three and six months ended
(4) Includes amortization of acquired intangibles and fair value charges on acquired inventory.
Reconciliation of GAAP to non-GAAP Financial Measures
Change in Sales
Dollars in millions
(Unaudited)
Fabrication Technology | Medical Technology | Total Colfax | ||||||||||||||||||
$ | Change % | $ | Change % | $ | Change % | |||||||||||||||
For the three months ended |
$ | 414.4 | $ | 206.0 | $ | 620.4 | ||||||||||||||
Components of Change: | ||||||||||||||||||||
Existing businesses(1) | 196.2 | 47.3 | % | 121.6 | 59.0 | % | 317.8 | 51.2 | % | |||||||||||
Acquisitions(2) | 0.7 | 0.2 | % | 22.9 | 11.1 | % | 23.6 | 3.8 | % | |||||||||||
Foreign currency translation(3) | 18.5 | 4.5 | % | 5.6 | 2.7 | % | 24.1 | 3.9 | % | |||||||||||
215.4 | 52.0 | % | 150.1 | 72.9 | % | 365.6 | 58.9 | % | ||||||||||||
For the three months ended |
$ | 629.8 | $ | 356.1 | $ | 985.9 |
(1) Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of change due to factors such as price, product mix and volume. Includes the favorable sales impact of approximately 3% in Fabrication Technology and 5% in Medical Technology due to additional selling days, calculated based on the global average selling days particular to each segment.
(2) Represents the incremental sales as a result of acquisitions closed subsequent to the beginning of the prior year respective period.
(3) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
Fabrication Technology | Medical Technology | Total Colfax | ||||||||||||||||||
$ | Change % | $ | Change % | $ | Change % | |||||||||||||||
For the six months ended |
$ | 939.9 | $ | 496.8 | $ | 1,436.7 | ||||||||||||||
Components of Change: | ||||||||||||||||||||
Existing businesses(1) | 231.0 | 24.6 | % | 121.1 | 24.4 | % | 352.1 | 24.5 | % | |||||||||||
Acquisitions(2) | 1.1 | 0.1 | % | 36.9 | 7.4 | % | 38.0 | 2.6 | % | |||||||||||
Foreign currency translation(3) | 25.9 | 2.8 | % | 12.4 | 2.5 | % | 38.3 | 2.7 | % | |||||||||||
258.0 | 27.5 | % | 170.4 | 34.3 | % | 428.4 | 29.8 | % | ||||||||||||
For the six months ended |
$ | 1,197.9 | $ | 667.2 | $ | 1,865.1 |
(1) Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of change due to factors such as price, product mix and volume.
(2) Represents the incremental sales as a result of acquisitions closed subsequent to the beginning of the prior year respective period.
(3) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
Condensed Consolidated Balance Sheets
Dollars in thousands, except share amounts
(Unaudited)
ASSETS | |||||||||
CURRENT ASSETS: | |||||||||
Cash and cash equivalents | $ | 62,309 | $ | 97,068 | |||||
Trade receivables, less allowance for credit losses of |
599,877 | 517,006 | |||||||
Inventories, net | 663,540 | 564,822 | |||||||
Prepaid expenses | 77,500 | 69,515 | |||||||
Other current assets | 75,746 | 113,418 | |||||||
Total current assets | 1,478,972 | 1,361,829 | |||||||
Property, plant and equipment, net | 480,119 | 486,960 | |||||||
3,399,030 | 3,314,541 | ||||||||
Intangible assets, net | 1,678,421 | 1,663,446 | |||||||
Lease asset - right of use | 162,778 | 173,942 | |||||||
Other assets | 360,176 | 350,831 | |||||||
Total assets | $ | 7,559,496 | $ | 7,351,549 | |||||
LIABILITIES AND EQUITY | |||||||||
CURRENT LIABILITIES: | |||||||||
Current portion of long-term debt | $ | 20,480 | $ | 27,074 | |||||
Accounts payable | 453,716 | 330,251 | |||||||
Accrued liabilities | 425,223 | 454,333 | |||||||
Total current liabilities | 899,419 | 811,658 | |||||||
Long-term debt, less current portion | 1,576,517 | 2,204,169 | |||||||
Non-current lease liability | 131,541 | 139,230 | |||||||
Other liabilities | 600,059 | 608,618 | |||||||
Total liabilities | 3,207,536 | 3,763,675 | |||||||
Equity: | |||||||||
Common stock, |
142 | 118 | |||||||
Additional paid-in capital | 4,225,248 | 3,478,008 | |||||||
Retained earnings | 565,083 | 517,367 | |||||||
Accumulated other comprehensive loss | (482,619) | (452,106) | |||||||
4,307,854 | 3,543,387 | ||||||||
Noncontrolling interest | 44,106 | 44,487 | |||||||
Total equity | 4,351,960 | 3,587,874 | |||||||
Total liabilities and equity | $ | 7,559,496 | $ | 7,351,549 |
Condensed Consolidated Statements of Cash Flows
Dollars in thousands
(Unaudited)
Six Months Ended | |||||||||
Cash flows from operating activities: | |||||||||
Net income (loss) | $ | 49,942 | $ | (2,539) | |||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||
Depreciation, amortization and other impairment charges | 128,721 | 120,038 | |||||||
Stock-based compensation expense | 17,262 | 14,685 | |||||||
Non-cash interest expense | 2,676 | 2,743 | |||||||
Deferred income tax benefit | (3,865) | (19,857) | |||||||
Gain on sale of property, plant and equipment | (1,437) | (3,400) | |||||||
Loss on debt extinguishment | 29,870 | — | |||||||
Changes in operating assets and liabilities: | |||||||||
Trade receivables, net | (83,458) | 89,231 | |||||||
Inventories, net | (79,338) | 352 | |||||||
Accounts payable | 124,354 | (47,436) | |||||||
Other operating assets and liabilities | (21,975) | (60,603) | |||||||
Net cash provided by operating activities | 162,752 | 93,214 | |||||||
Cash flows from investing activities: | |||||||||
Purchases of property, plant and equipment | (44,641) | (50,426) | |||||||
Proceeds from sale of property, plant and equipment | 3,191 | 4,996 | |||||||
Acquisitions, net of cash received, and investments | (230,650) | (7,548) | |||||||
Net cash used in investing activities | (272,100) | (52,978) | |||||||
Cash flows from financing activities: | |||||||||
Proceeds from borrowings on revolving credit facilities and other | 455,641 | 635,678 | |||||||
Repayments of borrowings on revolving credit facilities and other | (383,384) | (698,910) | |||||||
Repayments of borrowings on senior notes | (700,000) | — | |||||||
Proceeds from issuance of common stock, net | 730,002 | 2,250 | |||||||
Payment of debt extinguishment costs | (24,375) | — | |||||||
Deferred consideration payments and other | (6,201) | (16,431) | |||||||
Net cash provided by (used in) financing activities | 71,683 | (77,413) | |||||||
Effect of foreign exchange rates on Cash and cash equivalents and Restricted cash | (1,095) | (6,059) | |||||||
Decrease in Cash and cash equivalents and Restricted cash | (38,760) | (43,236) | |||||||
Cash and cash equivalents and Restricted Cash, beginning of period | 101,069 | 109,632 | |||||||
Cash and cash equivalents, end of period | $ | 62,309 | $ | 66,396 |
Source: Colfax Corporation