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): November 27, 2018

 

 

Colfax Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34045		54-1887631
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

420 National Business Parkway, 5th Floor

Annapolis Junction, MD 20701

(Address of Principal Executive Offices) (Zip Code)

(301) 323-9090

(Registrant’s telephone number, including area code)

Not applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 2.02.

Results of Operations and Financial Condition.

Colfax Corporation is providing the following information with respect to its segments:

For the twelve months ended September 28, 2018 (in thousands):

 

		Air & Gas Handling				Fabrication Technology				Corporate				Consolidated
Operating income		$	(103,687	)		$	220,595			$	(104,812	)		$	12,096
Restructuring and other related charges			64,057				21,936				18				86,011
Pension settlement loss			—				—				46,933				46,933
Goodwill and intangible asset impairment charge			152,700				—				—				152,700
Adjusted operating income			113,070				242,531				(57,861	)			297,740
Stock-based compensation			3,821				5,179				15,414				24,414
Depreciation, amortization & other impairment charges			90,762				79,806				1,384				171,952
Inventory step-up			1,868				2,144				—				4,012
Adjusted EBITDA		$	209,521				329,660				(41,063	)			498,118
Capital expenditures			(21,218	)			(41,578	)			(973	)			(63,769	)
Free cash flow		$	188,303			$	288,082			$	(42,036	)		$	434,349

Fabrication Technology Segment

 

(in thousands)		Year Ended December 31,
		2015				2016				2017
Operating income		$	168,687			$	163,509			$	208,205
Restructuring and other related charges			29,650				31,688				16,157
Goodwill and intangible asset impairment charge			1,486				238				—
Adjusted operating income			199,823				195,435				224,362
Stock-based compensation			4,446				2,507				3,888
Depreciation, amortization & other impairment charges			83,427				74,901				71,372
Inventory step-up			475				1,493				643
Adjusted EBITDA		$	288,171			$	274,336			$	300,265

Non-GAAP Financial Measures

Colfax has provided in this Form 8-K financial information that has not been prepared in accordance with generally accepted accounting principles, or GAAP. These non-GAAP financial measures are adjusted operating income, adjusted EBITDA and free cash flow. Adjusted operating income excludes restructuring and other related items, goodwill and intangible asset impairment charge and pension settlement loss. Adjusted EBITDA excludes restructuring and other related items, goodwill and intangible asset impairment charge and pension settlement loss, stock-based compensation, depreciation, amortization and other impairment charges and inventory step-up. 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.

 

2

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 thereunto duly authorized.

 

Date: November 27, 2018