UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2014
Colfax Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-34045 | 54-1887631 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
8170 Maple Lawn Boulevard, Suite 180
Fulton, MD 20759
(Address of Principal Executive Offices) (Zip Code)
(301) 323-9000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 6, 2014, Colfax Corporation issued a press release reporting financial results for the fourth quarter and year ended December 31, 2013. A copy of Colfax Corporation's press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference. Colfax Corporation has scheduled a conference call for 8:00 a.m. EST on February 6, 2014 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Colfax Corporation press release dated February 6, 2014, reporting financial results for the fourth quarter and year ended December 31, 2013. |
99.2 | Colfax Corporation slides for February 6, 2014 conference call reporting financial results for the fourth quarter and year ended December 31, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Colfax Corporation Date: February 6, 2014 By: /s/ C. Scott Brannan
Name: C. Scott Brannan
Title: Senior Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
99.1 | Colfax Corporation press release dated February 6, 2014, reporting financial results for the fourth quarter and year ended December 31, 2013. |
99.2 | Colfax Corporation slides for February 6, 2014 conference call reporting financial results for the fourth quarter and year ended December 31, 2013. |
COLFAX REPORTS RECORD FOURTH QUARTER 2013 RESULTS
• | Fourth quarter net income per dilutive share of $0.31, adjusted net income per share of $0.61 |
• | Fourth quarter net sales increased 14.0% (10.2% organically) to $1.171 billion |
• | Gas- and fluid-handling finished the period with record backlog of $1.577 billion |
FULTON, MD - February 6, 2014 - Colfax Corporation (NYSE: CFX) today announced its financial results for the fourth quarter ended December 31, 2013.
For the fourth quarter, net income was $32.0 million, or $0.31 per dilutive share. Adjusted net income (as defined below) was $70.1 million, or $0.61 per share, which includes a 2 cent per share gain related to the reduction of an uncertain tax position.
Net sales were $1.171 billion in the fourth quarter, an increase of 14.0% from the prior year. Net sales increased 10.2% organically. Fourth quarter operating income was $119.6 million, with adjusted operating income (as defined below) of $124.4 million, an increase of 40%.
Fourth quarter gas- and fluid-handling orders were $547.8 million compared to orders of $520.3 million in the prior year, an increase of 5.3%. Gas- and fluid-handling finished the period with record backlog of $1.577 billion.
Full year net income was $158.2 million, or $1.54 per dilutive share, with adjusted net income (as defined below) of $229.8 million, or $2.04 per share. Net sales for 2013 were $4.207 billion, an increase of 7.5% compared to net sales for 2012; this reflects a 2.7% increase organically. Full year operating income was $406.4 million, with adjusted operating income (as defined below) of $431.4 million, an increase of 29%.
Full year gas- and fluid-handling orders were $2.061 billion, an increase of 3.3% over the prior year.
Adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth and organic order growth (decline) are not financial measures calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”). See below for a description of the measures' usefulness and a reconciliation of these measures to their most directly comparable GAAP financial measures.
Steve Simms, President and Chief Executive Officer, stated, “We are pleased to finish the year with another solid quarter of operating performance. Our fabrication technology group saw year-on-year organic growth this quarter, as well as continued strong operational performance. Gas- and fluid-handling also out performed our revenue expectations this quarter, but the dilutive impact of acquisitions in the quarter left overall segment margins relatively flat. Integration of these acquisitions is progressing well, and these businesses are expected to significantly increase our 2014 earnings. The deployment of CBS across this organization has reduced working capital, fundamentally changed our cost structure and is positioning us for future organic growth. We exit the year confident in our ability to deliver our previously stated 2014 guidance.”
Non-GAAP Financial Measures and Other Adjustments
Colfax has provided in this press release financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth and organic order growth (decline). Adjusted net income, adjusted net income per share and adjusted operating income exclude asbestos coverage litigation expense, restructuring and other related charges, expenses related to the Charter acquisition, fair value adjustments related to the ESAB and Howden inventory and backlog amortization expense, write-off of certain deferred financing fees and original issue discount associated with the refinancing of Colfax’s credit agreement and gain recorded on acquisition of remaining ownership interest of a less than wholly owned subsidiary in which Colfax did not hold a controlling interest, to the extent they impact the periods presented. The effective tax rates used to calculate adjusted net income and adjusted net income per share are 27.6% and 26.6% for the fourth quarter and full year ended December 31, 2013, respectively, and 15% and 25% for the fourth quarter and full year ended December 31, 2012, respectively. Organic sales growth and organic order decline exclude the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of asbestos insurance coverage issues, expenses and significant year-one fair value adjustment amortization expense related to the Charter acquisition and major restructuring programs.
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.
Conference Call and Webcast
Colfax will host a conference call to provide details about its results on Thursday, February 6, 2014 at 8:00 a.m. EST. The call will be open to the public through 877-303-7908 (U.S. callers) or 678-373-0875 (international callers) and referencing the conference ID number 35304030, or through webcast via Colfax's website at www.colfaxcorp.com under the “Investors” section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call.
About Colfax Corporation
Colfax Corporation is a diversified global manufacturing and engineering company that provides gas- and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world under the Howden, Colfax Fluid Handling and ESAB brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current fact. Forward-looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission including its 2012 Annual Report on Form 10-K under the caption “Risk Factors.” In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of the date hereof. Colfax disclaims any duty to update the information herein.
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 Colfax Corporation.
Contact:
Farand Pawlak, Director of Investor Relations
Colfax Corporation
301-323-9054
Farand.Pawlak@colfaxcorp.com
Colfax Corporation
Consolidated Statements of Operations
Dollars in thousands, except per share amounts
(Unaudited)
Three Months Ended | Year Ended | ||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2013 | December 31, 2012 | ||||||||||||
Net sales | $ | 1,171,378 | $ | 1,027,397 | $ | 4,207,209 | $ | 3,913,856 | |||||||
Cost of sales | 813,997 | 719,827 | 2,900,987 | 2,761,731 | |||||||||||
Gross profit | 357,381 | 307,570 | 1,306,222 | 1,152,125 | |||||||||||
Selling, general and administrative expense | 219,159 | 234,261 | 860,994 | 895,452 | |||||||||||
Charter acquisition-related expense | — | — | — | 43,617 | |||||||||||
Restructuring and other related charges | 18,074 | 16,994 | 35,502 | 60,060 | |||||||||||
Asbestos coverage litigation expense | 533 | 4,147 | 3,334 | 12,987 | |||||||||||
Operating income | 119,615 | 52,168 | 406,392 | 140,009 | |||||||||||
Interest expense(1) | 44,718 | 23,290 | 103,597 | 91,570 | |||||||||||
Income before income taxes | 74,897 | 28,878 | 302,795 | 48,439 | |||||||||||
Provision for income taxes(2) | 30,704 | 3,812 | 93,652 | 90,703 | |||||||||||
Net income (loss) | 44,193 | 25,066 | 209,143 | (42,264 | ) | ||||||||||
Less: income attributable to noncontrolling interest, net of taxes | 7,067 | 5,330 | 30,515 | 22,138 | |||||||||||
Net income (loss) attributable to Colfax Corporation | 37,126 | 19,736 | 178,628 | (64,402 | ) | ||||||||||
Dividends on preferred stock | 5,142 | 5,072 | 20,396 | 18,951 | |||||||||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 31,984 | $ | 14,664 | $ | 158,232 | $ | (83,353 | ) | ||||||
Net income (loss) per share- basic | $ | 0.31 | $ | 0.14 | $ | 1.56 | $ | (0.92 | ) | ||||||
Net income (loss) per share- diluted | $ | 0.31 | $ | 0.13 | $ | 1.54 | $ | (0.92 | ) | ||||||
__________
(1) Includes noncash charges associated with the write-off of original issue discount and deferred costs in connection with the refinancings of our primary credit facility of $26.9 million and $29.4 million for the fourth quarter and full year ended December 31, 2013, respectively.
(2) Provision for income taxes for the year ended December 31, 2012 was significantly impacted by the reassessment of certain deferred tax assets as of the date of the Charter acquisition, which resulted in an increase in the Company's valuation allowance, and the Charter acquisition-related expenses that are either not deductible for tax purposes or were incurred in jurisdictions where no tax benefit can be recognized.
Colfax Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in thousands, except per share amounts
(Unaudited)
Three Months Ended | Year Ended | ||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2013 | December 31, 2012 | ||||||||||||
Adjusted Operating Income | |||||||||||||||
Operating income | $ | 119,615 | $ | 52,168 | $ | 406,392 | $ | 140,009 | |||||||
Restructuring and other related charges | 18,074 | 16,994 | 35,502 | 60,060 | |||||||||||
Charter acquisition-related expense | — | — | — | 43,617 | |||||||||||
Fair value adjustments - ESAB/Howden backlog and inventory amortization expense | — | 15,614 | — | 78,196 | |||||||||||
Asbestos coverage litigation expense | 533 | 4,147 | 3,334 | 12,987 | |||||||||||
Gain on revaluation of Sicelub investment | (13,784 | ) | — | (13,784 | ) | — | |||||||||
Adjusted operating income | $ | 124,438 | $ | 88,923 | $ | 431,444 | $ | 334,869 | |||||||
Adjusted operating income margin | 10.6 | % | 8.7 | % | 10.3 | % | 8.6 | % | |||||||
Adjusted Net Income and Adjusted Net Income Per Share | |||||||||||||||
Net income (loss) attributable to Colfax Corporation | 37,126 | $ | 19,736 | $ | 178,628 | $ | (64,402 | ) | |||||||
Restructuring and other related charges | 18,074 | 16,994 | 35,502 | 60,060 | |||||||||||
Charter acquisition-related expense | — | — | — | 43,617 | |||||||||||
Fair value adjustments - ESAB/Howden backlog and inventory amortization expense | — | 15,614 | — | 78,196 | |||||||||||
Asbestos coverage litigation expense | 533 | 4,147 | 3,334 | 12,987 | |||||||||||
Gain on revaluation of Sicelub investment | (13,784 | ) | — | (13,784 | ) | — | |||||||||
Debt extinguishment charges- Refinancing of credit agreement | 26,860 | — | 26,860 | — | |||||||||||
Tax adjustment(1) | 1,309 | (6,022 | ) | (759 | ) | 29,297 | |||||||||
Adjusted net income | 70,118 | 50,469 | 229,781 | 159,755 | |||||||||||
Adjusted net income margin | 6.0 | % | 4.9 | % | 5.5 | % | 4.1 | % | |||||||
Dividends on preferred stock | 5,142 | 5,072 | 20,396 | 18,951 | |||||||||||
Adjusted net income available to Colfax Corporation common shareholders | 64,976 | 45,397 | 209,385 | 140,804 | |||||||||||
Less: adjusted net income attributable to participating securities(2) | — | 5,831 | 4,571 | 18,087 | |||||||||||
$ | 64,976 | $ | 39,566 | $ | 204,814 | $ | 122,717 | ||||||||
Weighted-average shares outstanding - diluted | 115,634,088 | 94,978,755 | 100,366,455 | 91,918,513 | |||||||||||
Adjusted net income per share | $ | 0.61 | $ | 0.42 | $ | 2.04 | $ | 1.34 | |||||||
Net income (loss) per share— diluted (in accordance with GAAP) | $ | 0.31 | $ | 0.13 | $ | 1.54 | $ | (0.92 | ) | ||||||
__________
(1) The effective tax rates used to calculate adjusted net income and adjusted net income per share are 27.6% and 26.6% for the fourth quarter and full year ended December 31, 2013, respectively, and 15% and 25% for the fourth quarter and full year ended December 31, 2012.
(2) Adjusted net income per share for periods prior to April 23, 2013 was calculated consistently with the two-class method in accordance with GAAP as the Series A preferred stock were considered participating securities. Subsequent to April 23, 2013, adjusted net income per share was calculated consistently with the if-converted method in accordance with GAAP as the Series A preferred stock were no longer participating securities. Adjusted net income per share for the full year ended December 31, 2013 excludes the impact of 12,173,291 common stock equivalent shares as their inclusion would be anti-dilutive.
Colfax Corporation
Change in Sales, Orders and Backlog
Dollars in millions
(Unaudited)
Net Sales | Orders | |||||||||||||||||||
$ | % | $ | % | |||||||||||||||||
For the three months ended December 31, 2012 | $ | 1,027.4 | $ | 520.3 | ||||||||||||||||
Components of Change: | ||||||||||||||||||||
Existing Businesses | 105.1 | 10.2 | % | (12.8 | ) | (2.5 | )% | |||||||||||||
Acquisitions(1) | 66.7 | 6.5 | % | 50.2 | 9.6 | % | ||||||||||||||
Foreign Currency Translation | (27.8 | ) | (2.7 | )% | (9.9 | ) | (1.8 | )% | ||||||||||||
Total | 144.0 | 14.0 | % | 27.5 | 5.3 | % | ||||||||||||||
For the three months ended December 31, 2013 | $ | 1,171.4 | $ | 547.8 | ||||||||||||||||
Net Sales | Orders | Backlog at Period End | ||||||||||||||||||
$ | % | $ | % | $ | % | |||||||||||||||
As of and for the year ended December 31, 2012 | $ | 3,913.9 | $ | 1,996.0 | $ | 1,431.5 | ||||||||||||||
Components of Change: | ||||||||||||||||||||
Existing Businesses | 107.5 | 2.7 | % | (15.3 | ) | (0.8 | )% | (58.6 | ) | (4.1 | )% | |||||||||
Acquisitions(1) | 246.9 | 6.3 | % | 96.4 | 4.8 | % | 231.2 | 16.2 | % | |||||||||||
Foreign Currency Translation | (61.1 | ) | (1.5 | )% | (15.7 | ) | (0.7 | )% | (26.7 | ) | (1.9 | )% | ||||||||
Total | 293.3 | 7.5 | % | 65.4 | 3.3 | % | 145.9 | 10.2 | % | |||||||||||
As of and for the year ended December 31, 2013 | $ | 4,207.2 | $ | 2,061.4 | $ | 1,577.4 | ||||||||||||||
(1) Represents the incremental sales and orders as a result of our acquisitions of Charter, Soldex, Co-Vent, Clarus, CKD Kompressory, Flakt Woods, TLT-Babcock, Alphair, and Sicelub. The full year impact related to the Charter Acquisition represents 12 days of activity for ESAB and Howden as the acquisition closed on January 13, 2012. Represents the incremental order backlog as a result of our acquisitions of Clarus, CKD Kompressory, Flakt Woods, TLT-Babcock, Alphair and Sicelub.
Colfax Corporation
Consolidated Balance Sheets
Dollars in thousands, except share amounts
(Unaudited)
December 31, | |||||||
2013 | 2012 | ||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 311,301 | $ | 482,449 | |||
Trade receivables, less allowance for doubtful accounts of $31,282 and $16,464 | 1,030,892 | 873,382 | |||||
Inventories, net | 445,752 | 493,649 | |||||
Other current assets | 350,401 | 282,266 | |||||
Total current assets | 2,138,346 | 2,131,746 | |||||
Property, plant and equipment, net | 757,140 | 688,570 | |||||
Goodwill | 2,384,522 | 2,098,836 | |||||
Intangible assets, net | 832,553 | 779,049 | |||||
Other assets | 470,292 | 450,086 | |||||
Total assets | $ | 6,582,853 | $ | 6,148,287 | |||
LIABILITIES AND EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Current portion of long-term debt | $ | 29,449 | $ | 34,799 | |||
Accounts payable | 860,380 | 699,626 | |||||
Accrued liabilities | 485,261 | 447,220 | |||||
Total current liabilities | 1,375,090 | 1,181,645 | |||||
Long-term debt, less current portion | 1,457,642 | 1,693,512 | |||||
Other liabilities | 1,009,006 | 1,116,844 | |||||
Total liabilities | 3,841,738 | 3,992,001 | |||||
Equity: | |||||||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 13,877,552 issued and outstanding | 14 | 14 | |||||
Common stock, $0.001 par value; 400,000,000 shares authorized; 101,921,613 and 94,067,418 issued and outstanding | 102 | 94 | |||||
Additional paid-in capital | 2,541,005 | 2,197,694 | |||||
Retained earnings (accumulated deficit) | 19,376 | (138,856 | ) | ||||
Accumulated other comprehensive loss | (46,608 | ) | (146,594 | ) | |||
Total Colfax Corporation equity | 2,513,889 | 1,912,352 | |||||
Noncontrolling interest | 227,226 | 243,934 | |||||
Total equity | 2,741,115 | 2,156,286 | |||||
Total liabilities and equity | $ | 6,582,853 | $ | 6,148,287 | |||
Colfax Corporation
Consolidated Statements of Cash Flows
Dollars in thousands
(Unaudited)
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | 209,143 | $ | (42,264 | ) | $ | 4,555 | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Depreciation, amortization and fixed asset impairment charges | 119,258 | 183,403 | 22,598 | ||||||||
Stock-based compensation expense | 13,334 | 9,373 | 4,908 | ||||||||
Non-cash interest expense | 44,377 | 16,997 | 735 | ||||||||
Gain on revaluation of Sicelub investment | (13,784 | ) | — | — | |||||||
Unrealized loss on acquisition-related foreign currency derivative | — | — | 21,146 | ||||||||
Deferred income tax provision (benefit) | 9,946 | 7,222 | (1,722 | ) | |||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Trade receivables, net | (98,912 | ) | (37,338 | ) | (5,972 | ) | |||||
Inventories, net | 79,987 | 26,694 | 10,844 | ||||||||
Accounts payable | 128,889 | 88,927 | (7,298 | ) | |||||||
Changes in other operating assets and liabilities | (130,069 | ) | (78,994 | ) | 7,359 | ||||||
Net cash provided by operating activities | 362,169 | 174,020 | 57,153 | ||||||||
Cash flows from investing activities: | |||||||||||
Purchases of fixed assets, net | (71,482 | ) | (83,187 | ) | (13,624 | ) | |||||
Acquisitions, net of cash received | (372,476 | ) | (1,859,645 | ) | (56,346 | ) | |||||
Loans to non-trade creditors | (31,012 | ) | — | — | |||||||
Other, net | — | 1,857 | — | ||||||||
Net cash used in investing activities | (474,970 | ) | (1,940,975 | ) | (69,970 | ) | |||||
Cash flows from financing activities: | |||||||||||
Borrowings under term credit facility | 50,861 | 1,731,523 | — | ||||||||
Payments under term credit facility | (679,755 | ) | (531,415 | ) | (10,000 | ) | |||||
Proceeds from borrowings on revolving credit facilities | 648,000 | 13,149 | 141,203 | ||||||||
Repayments of borrowings on revolving credit facilities | (328,133 | ) | (53,414 | ) | (102,180 | ) | |||||
Proceeds from issuance of common stock, net | 324,153 | 756,762 | 3,719 | ||||||||
Proceeds from issuance of preferred stock, net | — | 332,969 | — | ||||||||
Acquisition of shares held by noncontrolling interest | (14,913 | ) | (29,292 | ) | — | ||||||
Payments of dividend on preferred stock | (20,396 | ) | (17,446 | ) | — | ||||||
Other | (24,870 | ) | (19,608 | ) | — | ||||||
Net cash (used in) provided by financing activities | (45,053 | ) | 2,183,228 | 32,742 | |||||||
Effect of foreign exchange rates on Cash and cash equivalents | (13,294 | ) | (8,932 | ) | (5,359 | ) | |||||
(Decrease) increase in Cash and cash equivalents | (171,148 | ) | 407,341 | 14,566 | |||||||
Cash and cash equivalents, beginning of period | 482,449 | 75,108 | 60,542 | ||||||||
Cash and cash equivalents, end of period | $ | 311,301 | $ | 482,449 | $ | 75,108 | |||||
Supplemental Disclosure of Cash Flow Information: | |||||||||||
Interest payments | $ | 58,970 | $ | 79,857 | $ | 5,209 | |||||
Income tax payments, net | 93,856 | 70,677 | 16,731 | ||||||||
FOURTH QUARTER 2013 | EARNINGS CONFERENCE CALL
2 FORWARD-LOOKING STATEMENTS The following information contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward- looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to, factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission including its 2012 Annual Report on Form 10-K under the caption “Risk Factors”. In addition, these statements are based on a number of assumptions that are subject to change. This presentation speaks only as of this date. Colfax disclaims any duty to update the information herein.
Q4 2013 RESULTS
4 Q4 2013 HIGHLIGHTS • Adjusted net income of $70.1 million ($0.61 per share) compared to $50.5 million ($0.42 per share) in Q4 2012 • Net sales of $1.17 billion, an increase of 14% from Q4 2012 net sales of $1.03 billion (an organic increase of 10.2%) • Adjusted operating income of $124.4 million compared to $88.9 million in Q4 2012 • Fourth quarter gas- and fluid-handling orders of $547.8 million compared to orders of $520.3 million in Q4 2012, an increase of 5.3% • Gas- and fluid-handling backlog of $1.58 billion at period end
5 FULL YEAR 2013 HIGHLIGHTS • Adjusted net income of $229.8 million ($2.04 per share) compared to $159.8 million ($1.34 per share) • Net sales of $4.21 billion, an increase of 7.5% from full year 2012 net sales of $3.91 billion (an organic increase of 2.7%) • Adjusted operating income of $431.4 million compared to $334.9 million in 2012 • Gas- and fluid-handling orders of $2.06 billion compared to orders of $2.0 billion in 2012, an increase of 3.3%
GAS AND FLUID HANDLING
7 GAS AND FLUID HANDLING Q4 2013 HIGHLIGHTS • Net sales of $650.8 million compared to net sales of $514.4 million in Q4 2012, an increase of 26.5% (an organic increase of 17.9%) • Adjusted segment operating income of $78.1 million and adjusted segment operating income margin of 12.0% – Margins flat as compared to Q4 2012 – 2013 acquisitions diluted margins by approximately 90 bps • Fourth quarter orders $547.8 million compared to orders of $520.3 million in Q4 2012, an increase of 5.3% • Backlog of $1.58 billion at period end
8 GAS AND FLUID HANDLING FULL YEAR 2013 HIGHLIGHTS • Net sales of $2.104 billion compared to net sales of $1.901 billion in 2012, an increase of 10.7% (an organic increase of 7.3%) • Adjusted segment operating income of $260.3 million and adjusted segment operating income margin of 12.4% • Orders of $2.06 billion compared to orders of $2.0 billion in 2012, an increase of 3.3%
9 ORDERS AND BACKLOG $520.3 $547.8 $1,996.0 $2,061.4 $0.0 $250.0 $500.0 $750.0 $1,000.0 $1,250.0 $1,500.0 $1,750.0 $2,000.0 $2,250.0 Q4 2012 Q4 2013 YTD 2012 YTD 2013 - 200.0 400.0 600.0 800.0 1,000.0 1,200.0 1,400.0 1,600.0 1,800.0 ORDERS BACKLOG(1) (1) Backlog data for the periods prior to Q1 2012 are presented on a proforma basis. Note: Dollars in millions (unaudited). $1.45B QTD YTD Existing Businesses (2.5)% (0.8)% Acquisitions 9.6% 4.8% FX Translation (1.8)% (0.7)% Total Growth 5.3% 3.3% $1.58B $1.43B
10 GEOGRAPHIC EXPOSURE YTD 2013 REVENUE $514.4 $650.8 $1,901.1 $2,104.0 $0.0 $250.0 $500.0 $750.0 $1,000.0 $1,250.0 $1,500.0 $1,750.0 $2,000.0 $2,250.0 Q4 2012 Q4 2013 YTD 2012 YTD 2013 67% 33% Foremarket Aftermarket REVENUE AFTERMARKET REVENUE YTD 2013 53% 47% Developed Economies Emerging Markets Note: Dollars in millions (unaudited). QTD YTD Existing Businesses 17.9% 7.3% Acquisitions 11.2% 4.4% FX Translation (2.6)% (1.0)% Total Growth 26.5% 10.7%
11 Q4 2013 SALES AND ORDERS BY END MARKET Power Generation 38% Oil, Gas & Petro-chemical 23% Marine 10% Mining 6% General Industrial and Other 23% SALES: $650.8 Million Total Growth Organic Growth (Decline) Power Generation 38.4% 32.1% Oil, Gas & Petrochemical 33.4% 20.4% Marine 2.1% (0.5)% Mining 6.1% 9.6% General Industrial & Other 21.3% 6.7% Total 26.5% 17.9% Power Generation 36% Oil, Gas & Petro-chemical 20% Marine 12% Mining 5% General Industrial and Other 27% ORDERS: $547.8 Million Total Growth (Decline) Organic Growth (Decline) Power Generation 18.4% 11.0% Oil, Gas & Petrochemical 0.3% (4.5)% Marine 41.1% 38.0% Mining (56.0)% (60.3)% General Industrial & Other 7.0% (6.6)% Total 5.3% (2.5)%
12 FULL YEAR 2013 SALES AND ORDERS BY END MARKET Power Generation 38% Oil, Gas & Petro-chemical 23% Marine 11% Mining 5% General Industrial and Other 23% SALES: $2.104 Billion Total Growth (Decline) Organic Growth (Decline) Power Generation 31.8 % 30.5 % Oil, Gas & Petrochemical 1.9 % (2.2)% Marine 7.0 % 3.9 % Mining (36.1)% (34.1)% General Industrial & Other 10.3 % 2.7 % Total 10.7 % 7.3 % Power Generation 38% Oil, Gas & Petro-chemical 22% Marine 12% Mining 5% General Industrial and Other 23% ORDERS: $2.061 Billion Total Growth (Decline) Organic Growth (Decline) Power Generation 17.5 % 13.4 % Oil, Gas & Petrochemical (2.6)% (5.3)% Marine 11.2 % 8.4 % Mining (39.6)% (37.1)% General Industrial & Other 2.8 % (5.8)% Total 3.3 % (0.8)%
13 POWER GENERATION MARKET PERSPECTIVE SALES & ORDERS GROWTH 38% • Served by both Howden and Colfax Fluid Handling • Driven by fundamental global undersupply of electricity • Growth driven by environmental upgrades in China and the U.S., strong pump sales to natural gas combined cycle power stations, as well as strength in maintenance work in South Africa 2013 SALES SPLIT 2013 ORDERS SPLIT 38% HIGHLIGHTS Q4 2013 vs. Q4 2012 YTD 2013 vs. YTD 2012 Total Organic Total Organic Sales 38.4 % 32.1 % 31.8 % 30.5 % Orders 18.4 % 11.0 % 17.5 % 13.4 %
14 OIL, GAS & PETROCHEMICAL MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 22% • Served by both Howden and Colfax Fluid Handling • Strong quotation activity in our midstream business, particularly in the Middle East and Southeast Asia • Benefiting from our previous investments in a local presence in the Middle East, where our selling and technical resources are starting to drive gains 2013 SALES SPLIT 2013 ORDERS SPLIT 23% HIGHLIGHTS Q4 2013 vs. Q4 2012 YTD 2013 vs. YTD 2012 Total Organic Total Organic Sales 33.4 % 20.4 % 1.9 % (2.2)% Orders 0.3 % (4.5)% (2.6)% (5.3)%
15 MARINE MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 12% • Primarily served by Colfax Fluid Handling • Sales increase driven largely by continued strength in vessels serving the offshore oil & gas industry • $4 million of CM-1000 orders in Q4 2013 SALES SPLIT 2013 ORDERS SPLIT 11% HIGHLIGHTS Note: Marine market comprised of commercial marine and government, or defense, customers Q4 2013 vs. Q4 2012 YTD 2013 vs. YTD 2012 Total Organic Total Organic Sales 2.1 % (0.5) % 7.0 % 3.9 % Orders 41.1% 38.0% 11.2 % 8.4 %
16 MINING MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 5% • Primarily served by Howden • Driven by demand of mined resources, including: coal, iron ore, copper, gold, nickel and potash • Significant decline in orders driven by decreased industry capital expenditures 2013 SALES SPLIT 2013 ORDERS SPLIT 5% HIGHLIGHTS Q4 2013 vs. Q4 2012 YTD 2013 vs. YTD 2012 Total Organic Total Organic Sales 6.1 % 9.6 % (36.1)% (34.1)% Orders (56.0)% (60.3)% (39.6)% (37.1)%
17 GENERAL INDUSTRIAL & OTHER MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 23% • Includes both Howden and Colfax Fluid Handling • Quarterly comparisons can be quite volatile due to the lumpiness of large orders • Environmental upgrades, particularly in China, offering significant opportunity 2013 SALES SPLIT 2013 ORDERS SPLIT 23% HIGHLIGHTS Q4 2013 vs. Q4 2012 YTD 2013 vs. YTD 2012 Total Organic Total Organic Sales 21.3 % 6.7 % 10.3 % 2.7 % Orders 7.0 % (6.6)% 2.8 % (5.8)%
FABRICATION TECHNOLOGY
19 FABRICATION TECHNOLOGY Q4 2013 HIGHLIGHTS • Net sales of $520.6 million compared to net sales of $513.0 million in Q4 2012, an increase of 1.5% (an organic increase of 2.5%) • Adjusted segment operating income of $58.2 million and adjusted segment operating income margin of 11.2%
20 FABRICATION TECHNOLOGY FULL YEAR 2013 HIGHLIGHTS • Net sales of $2.1 billion compared to net sales of $2.0 billion in 2012, an increase of 4.5% (an organic decline of 1.5%) • Adjusted segment operating income of $219.6 million and adjusted segment operating income margin of 10.4% – Improvement of 260 basis points over 2012
21 GEOGRAPHIC EXPOSURE 2013 REVENUE $513.0 $520.6 $2,012.7 $2,103.2 $0.0 $250.0 $500.0 $750.0 $1,000.0 $1,250.0 $1,500.0 $1,750.0 $2,000.0 $2,250.0 Q4 2012 Q4 2013 YTD 2012 YTD 2013 74% 26% Consumables Equipment REVENUE REVENUE 2013 40% 60% Developed Economies Emerging Markets Note: Dollars in millions (unaudited). QTD YTD Volume (0.2)% (2.4)% Price/ Mix 2.7 % 0.9 % Acquisitions 1.8 % 8.1 % FX Translation (2.8)% (2.1)% Total Growth 1.5 % 4.5 %
RESULTS OF OPERATIONS
23 INCOME STATEMENT SUMMARY (unaudited) Refer to Appendix for Non-GAAP reconciliation and footnotes. Note: Dollars in millions, except per share amounts. December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012 Net sales 1,171.4$ 1,027.4$ 4,207.2$ 3,913.9$ Gross profit 357.4$ 307.6$ 1,306.2$ 1,152.1$ % of sales 30.5 % 29.9 % 31.0 % 29.4 % SG&A expense 219.2$ 234.3$ 861.0$ 895.5$ % of sales 18.7 % 22.8 % 20.5 % 22.9 % Adjusted operating income 124.4$ 88.9$ 431.4$ 334.9$ % of sales 10.6 % 8.7 % 10.3 % 8.6 % Adjusted net income 70.1$ 50.5$ 229.8$ 159.8$ % of sales 6.0 % 4.9 % 5.5 % 4.1 % Adjusted net income per share 0.61$ 0.42$ 2.04$ 1.34$ Three Months Ended Year Ended
APPENDIX
25 DISCLAIMER Colfax has provided financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, projected adjusted net income per share, adjusted operating income, organic sales growth (decline) and organic order growth (decline). Adjusted net income, adjusted net income per share, projected adjusted net income per share and adjusted operating income exclude asbestos coverage litigation expense, expenses related to major restructuring programs and expenses, significant year-one fair value adjustment amortization expense related to the Charter acquisition, write-off of certain deferred financing fees and original issue discount associated with the refinancing of Colfax’s credit agreement and gain recorded on acquisition of remaining ownership interest of Sicelub, a less than wholly owned subsidiary, in which Colfax did not hold a controlling interest, to the extent they impact the periods presented. The effective tax rates used to calculate adjusted net income and adjusted net income per share are 27.6% and 26.6% for the fourth quarter and full year ended December 31, 2013, respectively, and 15% and 25% for fourth quarter and full year ended December 31, 2012. Organic sales growth (decline) and organic order growth (decline) exclude the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of asbestos insurance coverage issues and expenses, expenses and year-one fair value adjustment amortization expense related to the Charter acquisition and major restructuring programs. Sales and order information by end market are estimates. We periodically update our customer groupings order to refine these estimates.
26 NON-GAAP RECONCILIATION (unaudited) (1) The effective tax rates used to calculate adjusted net income and adjusted net income per share are 27.6% and 26.6% for the fourth quarter and full year ended December 31, 2013, respectively, and 15.0% and 25.0% for the fourth quarter and full year ended December 31, 2012. (2) Adjusted net income per share for periods prior to April 23, 2013 were calculated consistently with the two-class method in accordance with GAAP as the Series A preferred stock were considered participating securities. Subsequent to April 23, 2013, adjusted net income per share was calculated consistently with the if- converted method in accordance with GAAP as the Series A preferred stock were no longer participating securities. Adjusted net income per share for the full year ended December 31, 2013 excludes the impact of 12,173,291 common stock equivalent shares as their inclusion would be anti-dilutive. _____________________ Note: Dollars in thousands, except per share amounts. December 31, 2013 December 31, 2012 December 31, 2013 December 31, 2012 Adjusted Net Income and Adjusted Net Income Per Share Net income (loss) attributable to Colfax Corporation 37,126 19,736$ 178,628$ (64,402)$ Restructuring and other related charges 18,074 16,994 35,502 60,060 Charter acquisition-related expense — — — 43,617 Fair value adjustments - ESAB/Howden backlog and inventory amortization expense — 15,614 — 78,196 Asbestos coverage litigation expense 533 4,147 3,334 12,987 Gain on revaluation of Sicelub investment (13,784) — (13,784) — Debt extinguishment charges- Refinancing of credit agreement 26,860 — 26,860 — Tax adjustment(1) 1,309 (6,022) (759) 29,297 Adjusted net income 70,118 50,469 229,781 159,755 Adjusted net income margin 6.0 % 4.9 % 5.5 % 4.1 % Dividends on preferred stock 5,142 5,072 20,396 18,951 Adjusted net income available to Colfax Corporation common shareholders 64,976 45,397 209,385 140,804 Less: adjusted net income attributable to participating securities (2) — 5,831 4,571 18,087 64,976$ 39,566$ 204,814$ 122,717$ Weighted-average shares outstanding - diluted 115,634,088 94,978,755 100,366,455 91,918,513 Adjusted net income per share 0.61$ 0.42$ 2.04$ 1.34$ Net income (loss) per share— diluted (in accordance with GAAP) 0.31$ 0.13$ 1.54$ (0.92)$ Three Months Ended Year Ended
27 NON-GAAP RECONCILIATION (unaudited) _____________________ Note: Dollars in thousands. Corporate and Other Corporate and Other Net sales —$ —$ Operating income (loss) 85,682 13.2 % 45,767 8.8 % (11,834) 119,615 10.2 % 39,405 7.7 % 20,306 4.0 % (7,543) 52,168 5.1 % Charter acquisition-related expense — — — — — — — — Restructuring and other related charges 5,685 12,389 — 18,074 3,273 13,616 105 16,994 Asbestos coverage litigation expense 533 — — 533 4,147 — — 4,147 Fair value adjustments - ESAB/Howden backlog and inventory amortization expense — — — — 15,614 — — 15,614 Gain on revaluation of Sicelub investment (13,784) — — (13,784) — — — — Adjusted operating income (loss) 78,116$ 12.0 % 58,156$ 11.2 % (11,834)$ 124,438$ 10.6 % 62,439$ 12.1 % 33,922$ 6.6 % (7,438)$ 88,923$ 8.7 % Gas and Fluid Handling Fabrication Technology Total Colfax Corporation 650,820$ 520,558$ 1,171,378$ 514,433$ 512,964$ 1,027,397$ Q4 2013 Q4 2012 Gas and Fluid Handling Fabrication Technology Total Colfax Corporation Corporate and Other Corporate and Other Net sales $ $ Opera ing income ( oss) 260,279 12.4 % 194,561 9.3 % (48,448) 406,392 9.7 % 132,872 7.0 % 94,948 4.7 % (87,811) 140,009 3.6 % Charter acquisition-related expense — 43,617 43,617 Restructuring and other related charges 10,429 25,073 35,502 8,652 45,236 6,172 60,060 Asbestos coverage litigation expense 3,334 — — 3,334 12,987 — — 12,987 Fair value adjustments - ESAB/Howden backlog and inventory amortization expense — — — — 61,211 16,985 — 78,196 Gain on revaluation of Sicelub investment (13,784) — — (13,784) — — — — Adjusted operating income (loss) 260,258$ 12.4 % 219,634$ 10.4 % (48,448)$ 431,444$ 10.3 % 215,722$ 11.3 % 157,169$ 7.8 % (38,022)$ 334,869$ 8.6 % 2,103,161$ 4,207,209$ 1,901,132$ 2,012,724$ 3,913,856$ Year Ended December 31, 2013 Year Ended December 31, 2012 Gas and Fluid Handling Fabrication Technology Total Colfax Corporation Gas and Fluid Handling Fabrication Technology Total Colfax Corporation 2,104,048$
28 SALES & ORDERS GROWTH (unaudited) _____________________ Note: Dollars in millions. (1) Represents the incremental sales and orders as a result of our acquisitions of Charter, Soldex, Co-Vent, Clarus, CKD Kompressory, Flakt Woods, TLT-Babcock, Alphair, and Sicelub. The full year impact related to the Charter Acquisition represents 12 days of activity for ESAB and Howden as the acquisition closed on January 13, 2012. Represents the incremental order backlog as a result of our acquisitions of Clarus, CKD Kompressory, Flakt Woods, TLT-Babcock, Alphair, and Sicelub. $ % $ % For the three months ended December 31, 2012 1,027.4$ 520.3$ Components of Change: Existing Businesses 105.1 10.2 % (12.8) (2.5)% Acquisitions (1) 66.7 6.5 % 50.2 9.6 % Foreign Currency Translation (27.8) (2.7)% (9.9) (1.8)% Total 144.0 14.0 % 27.5 5.3 % For the three months ended December 31, 2013 1,171.4$ 547.8$ $ % $ % $ % As of and for the year ended December 31, 2012 3,913.9$ 1,996.0$ 1,431.5$ Components of Change: Existing Businesses 107.5 2.7 % (15.3) (0.8)% (58.6) (4.1)% Acquisitions (1) 246.9 6.3 % 96.4 4.8 % 231.2 16.2 % Foreign Currency Translation (61.1) (1.5)% (15.7) (0.7)% (26.7) (1.9)% Total 293.3 7.5 % 65.4 3.3 % 145.9 10.2 % As of and for the year ended December 31, 2013 4,207.2$ 2,061.4$ 1,577.4$ Backlog at Period End Net Sales Orders Net Sales Orders
29 BALANCE SHEET (unaudited) _____________________ Note: Dollars in thousands, except per share amounts. 2013 2012 ASSETS CURRENT ASSETS: Cash and cash equivalents 311,301$ 482,449$ Trade receivables, less allowance for doubtful accounts of $31,282 and $16,464 1,030,892 873,382 Inventories, net 445,752 493,649 Other current assets 350,401 282,266 Total current assets 2,138,346 2,131,746 Property, plant and equipment, net 757,140 688,570 Goodwill 2,384,522 2,098,836 Intangible assets, net 832,553 779,049 Other assets 470,292 450,086 Total assets 6,582,853$ 6,148,287$ LIABILITIES AND EQUITY CURRENT LIABILITIES: Current portion of long-term debt 29,449$ 34,799$ Accounts payable 860,380 699,626 Accrued liabilities 485,261 447,220 Total current liabilities 1,375,090 1,181,645 Long-term debt, less current portion 1,457,642 1,693,512 Other liabilities 1,009,006 1,116,844 Total liabilities 3,841,738 3,992,001 Equity: Preferred stock, $0.001 par value; 20,000,000 shares authorized; 13,877,552 issued and outstanding 14 14 Common stock, $0.001 par value; 400,000,000 shares authorized; 101,921,613 and 94,067,418 issued and outstanding 102 94 Additional paid-in capital 2,541,005 2,197,694 Retained earnings (accumulated deficit) 19,376 (138,856) Accumulated other comprehensive loss (46,608) (146,594) Total Colfax Corporation equity 2,513,889 1,912,352 Noncontrolling interest 227,226 243,934 Total equity 2,741,115 2,156,286 Total liabilities and equity 6,582,853$ 6,148,287$ December 31,
30 STATEMENT OF CASH FLOWS (unaudited) _____________________ Note: Dollars in thousands. 2013 2012 2011 Cash flows from operating activities: Net income (loss) 209,143$ (42,264)$ 4,555$ Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, amortization and fixed asset impairment charges 119,258 183,403 22,598 Stock-based compensation expense 13,334 9,373 4,908 Non-cash interest expense 44,377 16,997 735 Gain on revaluation of Sicelub investment (13,784) — — Unrealized loss on acquisition-related foreign currency derivative — — 21,146 Deferred income tax provision (benefit) 9,946 7,222 (1,722) Changes in operating assets and liabilities, net of acquisitions: Trade receivables, net (98,912) (37,338) (5,972) Inventories, net 79,987 26,694 10,844 Accounts payable 128,889 88,927 (7,298) Changes in other operating assets and liabilities (130,069) (78,994) 7,359 Net cash provided by operating activities 362,169 174,020 57,153 Cash flows from investing activities: Purchases of fixed assets, net (71,482) (83,187) (13,624) Acquisitions, net of cash received (372,476) (1,859,645) (56,346) Loans to non-trade creditors (31,012) — — Other, net — 1,857 — Net cash used in investing activities (474,970) (1,940,975) (69,970) Cash flows from financing activities: Borrowings under term credit facility 50,861 1,731,523 — Payments under term credit facility (679,755) (531,415) (10,000) Proceeds from borrowings on revolving credit facilities 648,000 13,149 141,203 Repayments of borrowings on revolving credit facilities (328,133) (53,414) (102,180) Proceeds from issuance of common stock, net 324,153 756,762 3,719 Proceeds from issuance of preferred stock, net — 332,969 — Acquisition of shares held by noncontrolling interest (14,913) (29,292) — Payments of dividend on preferred stock (20,396) (17,446) — Other (24,870) (19,608) — Net cash (used in) provided by financing activities (45,053) 2,183,228 32,742 Effect of foreign exchange rates on Cash and cash equivalents (13,294) (8,932) (5,359) (Decrease) increase in Cash and cash equivalents (171,148) 407,341 14,566 Cash and cash equivalents, beginning of period 482,449 75,108 60,542 Cash and cash equivalents, end of period 311,301$ 482,449$ 75,108$ Supplemental Disclosure of Cash Flow Information: Interest payments 58,970 79,857 5,209 Income tax payments, net 93,856 70,677 16,731 Year Ended December 31,