DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 9 Months Ended |
Sep. 27, 2013 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Colfax CORP |
Entity Central Index Key | 1420800 |
Current Fiscal Year End Date | -19 |
Entity Filer Category | Large Accelerated Filer |
Trading Symbol | cfx |
Entity Common Stock, Shares Outstanding | 101,903,479 |
Document Type | 10-Q |
Amendment Flag | FALSE |
Document Period End Date | 27-Sep-13 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2013 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Income Statement [Abstract] | ||||
Net sales | $1,014,570 | $954,440 | $3,035,831 | $2,886,459 |
Cost of sales | 694,276 | 666,453 | 2,086,990 | 2,041,904 |
Gross profit | 320,294 | 287,987 | 948,841 | 844,555 |
Selling, general and administrative expense | 208,132 | 217,143 | 641,835 | 661,191 |
Charter acquisition-related expense | 0 | 0 | 0 | 43,617 |
Restructuring and other related charges | 8,737 | 15,865 | 17,428 | 43,066 |
Asbestos coverage litigation expense | 627 | 3,313 | 2,801 | 8,840 |
Operating income | 102,798 | 51,666 | 286,777 | 87,841 |
Interest expense | 17,536 | 23,557 | 58,879 | 68,280 |
Income before income taxes | 85,262 | 28,109 | 227,898 | 19,561 |
Provision for income taxes | 19,787 | 13,610 | 62,948 | 86,891 |
Net income (loss) | 65,475 | 14,499 | 164,950 | -67,330 |
Less: income attributable to noncontrolling interest, net of taxes | 10,000 | 5,405 | 23,448 | 16,808 |
Net income (loss) attributable to Colfax Corporation | 55,475 | 9,094 | 141,502 | -84,138 |
Dividends on preferred stock | 5,086 | 5,072 | 15,254 | 13,879 |
Net income (loss) available to Colfax Corporation common shareholders | $50,389 | $4,022 | $126,248 | ($98,017) |
Net income (loss) per share- basic | $0.49 | $0.04 | $1.25 | ($1.09) |
Net income (loss) per share- diluted | $0.48 | $0.04 | $1.23 | ($1.09) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Statement of Other Comprehensive Income [Abstract] | ||||
Net income (loss) | $65,475 | $14,499 | $164,950 | ($67,330) |
Other comprehensive income (loss): | ||||
Foreign currency translation, net of tax of $(179), $(555), $(803), $(495) | 120,961 | 59,474 | -52,992 | 81,804 |
Unrealized (loss) gain on hedging activities, net of tax of $808, $538, $165 and $346 | -8,001 | 1,211 | -4,576 | -748 |
Amounts reclassified from Accumulated other comprehensive loss: | ||||
Realized gain on hedging activities, net of tax of $0, $0, $0 and $0 | 0 | 0 | 0 | 471 |
Net pension and other postretirement benefit cost, net of tax of $183, $53, $537 and $162 | 2,583 | 2,074 | 7,740 | 6,232 |
Other comprehensive income (loss) | 115,543 | 62,759 | -49,828 | 87,759 |
Comprehensive income | 181,018 | 77,258 | 115,122 | 20,429 |
Less: comprehensive income attributable to noncontrolling interest | 6,645 | 2,198 | 7,595 | 12,271 |
Comprehensive income attributable to Colfax Corporation | $174,373 | $75,060 | $107,527 | $8,158 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Parenthetical] (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | ||
Statement of Other Comprehensive Income [Abstract] | ||||||
Foreign currency translation, tax | ($179) | ($555) | ($803) | ($495) | ||
Unrealized (loss) gain on hedging activities, tax | 808 | 538 | 165 | 346 | ||
Realized gain on hedging activities, tax | 0 | 0 | 0 | 0 | ||
Net pension and other postretirement benefit cost, tax | $183 | [1] | $53 | $537 | [1] | $162 |
[1] | Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans†for additional details |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ||
Cash and cash equivalents | $639,255 | $482,449 |
Trade receivables, less allowance for doubtful accounts of $18,434 and $16,464 | 974,725 | 873,382 |
Inventories, net | 453,201 | 493,649 |
Other current assets | 299,749 | 282,266 |
Total current assets | 2,366,930 | 2,131,746 |
Property, plant and equipment, net | 678,173 | 688,570 |
Goodwill | 2,081,725 | 2,098,836 |
Intangible assets, net | 741,997 | 779,049 |
Other assets | 465,063 | 450,086 |
Total assets | 6,333,888 | 6,148,287 |
LIABILITIES AND EQUITY | ||
Current portion of long-term debt | 131,657 | 34,799 |
Accounts payable | 739,225 | 699,626 |
Accrued liabilities | 450,113 | 447,220 |
Total current liabilities | 1,320,995 | 1,181,645 |
Long-term debt, less current portion | 1,389,475 | 1,693,512 |
Other liabilities | 1,053,388 | 1,116,844 |
Total liabilities | 3,763,858 | 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; 101,903,479 and 94,067,418 issued and outstanding | 102 | 94 |
Additional paid-in capital | 2,536,527 | 2,197,694 |
Accumulated deficit | -12,608 | -138,856 |
Accumulated other comprehensive loss | -180,950 | -146,594 |
Total Colfax Corporation equity | 2,343,085 | 1,912,352 |
Noncontrolling interest | 226,945 | 243,934 |
Total equity | 2,570,030 | 2,156,286 |
Total liabilities and equity | $6,333,888 | $6,148,287 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts (in dollars) | $18,434 | $16,464 |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 13,877,552 | 13,877,552 |
Preferred Stock, Shares Outstanding | 13,877,552 | 13,877,552 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 101,903,479 | 94,067,418 |
Common Stock, Shares, Outstanding | 101,903,479 | 94,067,418 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | |||||||
Balance at Dec. 31, 2012 | $2,156,286 | $94 | $14 | $2,197,694 | ($138,856) | ($146,594) | $243,934 |
Shares, Outstanding at Dec. 31, 2012 | 94,067,418 | 13,877,552 | |||||
Net Income Attributable to Parent | 141,502 | 141,502 | |||||
Net Income Attributable to Noncontrolling Interest | 23,448 | ||||||
Net Income (loss) | 164,950 | ||||||
Distributions to noncontrolling owners | -9,097 | 0 | 0 | 0 | 0 | 0 | -9,097 |
Acquisition of shares held by noncontrolling interest | -14,913 | 0 | 0 | 955 | 0 | -381 | -15,487 |
Preferred stock dividend | -15,254 | 0 | 0 | 0 | -15,254 | 0 | 0 |
Other comprehensive loss | -49,828 | 0 | 0 | 0 | 0 | -33,975 | -15,853 |
Common stock issuances, net of costs of $12.0 million | 319,898 | 8 | 0 | 319,890 | 0 | 0 | 0 |
Stock Issued During Period, Shares, New Issues | 7,500,000 | 7,500,000 | 0 | ||||
Common stock-based award activity | 13,111 | 0 | 0 | 13,111 | 0 | 0 | 0 |
Common stock-based award activity (in shares) | 247,861 | 0 | |||||
Contribution to defined benefit pension plan | 4,877 | 0 | 0 | 4,877 | 0 | 0 | 0 |
Contribution to defined benefit pension plan (in shares) | 88,200 | 88,200 | 0 | ||||
Balance at Sep. 27, 2013 | $2,570,030 | $102 | $14 | $2,536,527 | ($12,608) | ($180,950) | $226,945 |
Shares, Outstanding at Sep. 27, 2013 | 101,903,479 | 13,877,552 |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENT OF EQUITY Statement of Stockholders' Equity [Parenthetical] (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 27, 2013 |
Statement of Stockholders' Equity [Parenthetical] [Abstract] | |
Equity Issuance Costs | $12 |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 |
Statement of Cash Flows [Abstract] | ||
Net income (loss) | $164,950 | ($67,330) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, amortization and fixed asset impairment charges | 101,648 | 151,278 |
Stock-based compensation expense | 9,788 | 6,429 |
Deferred income tax provision | 4,780 | 40,176 |
Changes in operating assets and liabilities, net of acquisitions: | ||
Trade receivables, net | -114,731 | -70,304 |
Inventories, net | 22,492 | -27,627 |
Accounts payable | 46,841 | -12,026 |
Changes in other operating assets and liabilities | -48,923 | -11,258 |
Net cash provided by operating activities | 186,845 | 9,338 |
Cash flows from investing activities: | ||
Purchases of fixed assets, net | -50,915 | -58,635 |
Acquisitions, net of cash received | -13,722 | -1,691,982 |
Net cash used in investing activities | -64,637 | -1,750,617 |
Cash flows from financing activities: | ||
Borrowings under term credit facility | 50,861 | 1,731,523 |
Payments under term credit facility | -274,695 | -521,099 |
Proceeds from borrowings on revolving credit facilities | 182,688 | 13,149 |
Repayments of borrowings on revolving credit facilities | -192,393 | -52,637 |
Payments of Debt Issuance Costs | -2,556 | -9,795 |
Proceeds from issuance of common stock, net | 323,289 | 755,113 |
Proceeds from issuance of preferred stock, net | 0 | 332,969 |
Acquisition of shares held by noncontrolling interest | -14,913 | -29,291 |
Distributions to noncontrolling owners | -9,097 | -8,216 |
Contingent payment on acquisition | -3,500 | 0 |
Payments of dividend on preferred stock | -15,310 | -12,374 |
Net cash provided by financing activities | 44,374 | 2,199,342 |
Effect of foreign exchange rates on Cash and cash equivalents | -9,776 | -15,828 |
Increase in Cash and cash equivalents | 156,806 | 442,235 |
Cash and cash equivalents, beginning of period | 482,449 | 75,108 |
Cash and cash equivalents, end of period | $639,255 | $517,343 |
General
General | 9 Months Ended |
Sep. 27, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | General |
Colfax Corporation (the “Company” or “Colfax”) is a diversified global industrial manufacturing and engineering company that provides gas- and fluid-handling and fabrication technology products and services to customers around the world under the Howden, ESAB and Colfax Fluid Handling brand names. | |
The Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements. | |
The Condensed Consolidated Balance Sheet as of December 31, 2012 is derived from the Company’s audited financial statements. During the three months ended March 29, 2013, adjustments were made retrospectively to provisional amounts recorded as of December 31, 2012, due to the finalization of the valuation of specific tax items related to the acquisition of Charter International plc (“Charter”) by Colfax (the “Charter Acquisition”). See Note 3, “Acquisitions” for additional information regarding these adjustments. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim financial statements. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”), filed with the SEC on February 19, 2013. | |
The Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, which, except as described above, consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Significant intercompany transactions and accounts are eliminated in consolidation. | |
The Company makes certain estimates and assumptions in preparing its Condensed Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. | |
During the three months ended March 29, 2013, Venezuela devalued its currency to an official rate of 6.3 bolivar fuerte (“bolivar”) to the U.S. dollar, representing an approximate 32% devaluation of its currency relative to the U.S. dollar. The Company currently considers Venezuela a highly inflationary currency under GAAP. Therefore, financial statements of the Company’s Venezuelan operation have been remeasured into its parent’s reporting currency, the Colombian peso. Exchange gains and losses from the re-measurement of monetary assets and liabilities are reflected in current earnings. Future impacts to earnings of applying highly inflationary accounting for Venezuela on the Company’s Consolidated Financial Statements will be dependent upon movements in the applicable exchange rates between the bolivar and the Colombian peso and the amount of monetary assets and liabilities included in the Company’s Venezuelan operation’s balance sheet. As of and for the nine months ended September 27, 2013, the Company’s Venezuelan operation represented less than 1% of the Company’s Total assets and Net sales. The bolivar-denominated monetary net asset position, primarily related to Cash and cash equivalents, was $5.7 million in the Condensed Consolidated Balance Sheet as of September 27, 2013. The devaluation of the bolivar and the change to the Colombian peso as the functional currency resulted in a foreign currency transaction loss of $2.9 million recognized in Selling, general and administrative expense for the three months ended March 29, 2013. | |
The results of operations for the three and nine months ended September 27, 2013 are not necessarily indicative of the results of operations that may be achieved for the full year. Quarterly results are affected by seasonal variations in the Company’s gas- and fluid-handling business. As our gas- and fluid-handling customers seek to fully utilize capital spending budgets before the end of the year, historically our shipments have peaked during the fourth quarter. Also, all of our European operations typically experience a slowdown during the July and August holiday season. General economic conditions may, however, impact future seasonal variations. |
Recently_Issued_Accounting_Pro
Recently Issued Accounting Pronouncements | 9 Months Ended |
Sep. 27, 2013 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements |
In March 2013, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2013-05, “Foreign Currency Matters (Topic 830)” (“ASU No. 2013-05”). ASU No. 2013-05 is intended to clarify the parent’s accounting for the cumulative translation adjustment upon the sale or transfer of a group of assets within a consolidated foreign entity. When a parent ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the parent is required to release any related cumulative translation adjustment into Net income. ASU No. 2013-05 further clarifies that the cumulative translation adjustment should be released into Net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU No. 2013-05 also clarifies application of this guidance to step acquisitions. ASU No. 2013-05 is effective prospectively for fiscal years beginning after December 15, 2013, with early adoption permitted. The Company will apply the provisions of ASU No. 2013-05 to future sales or transfers of assets of a consolidated foreign entity. | |
In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11, “Income Taxes (Topic 740)” (“ASU No. 2013-11”). ASU No. 2013-11 is intended to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. To the extent a carryforward is not available at the reporting date or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. ASU No. 2013-11 is effective prospectively to all unrecognized tax benefits that exist at the effective date for fiscal years beginning after December 15, 2013, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU No. 2013-11 on the Company’s Consolidated Balance Sheet. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 27, 2013 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions |
Charter International plc | |
On January 13, 2012, Colfax completed the acquisition of Charter for a total purchase price of approximately $2.6 billion, comprised of $1.9 billion of cash consideration and $0.7 billion fair value of common stock on the date of acquisition. Charter is a global industrial manufacturing company focused on welding, cutting and automation and air and gas handling. | |
The Charter Acquisition was accounted for using the acquisition method of accounting. The measurement period was completed during the three months ended March 29, 2013. During the measurement period, the Company retrospectively adjusted provisional amounts with respect to the Charter Acquisition that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. The aggregate adjustments for the three months ended March 29, 2013 of $23.5 million increased the Goodwill balance and relate to the Company’s valuation of specific tax items. | |
Other | |
Gas and Fluid Handling | |
On August 1, 2013, the Company entered into an irrevocable commitment to purchase the global infrastructure and industry division of Fläkt Woods Group (“GII”) for approximately €193 million, including the assumption of debt, subject to certain adjustments. GII has operations around the world and will expand the Company’s product offerings in the industrial fan market. The acquisition of GII is subject to certain regulatory and other approvals and is currently expected to close in the fourth quarter of 2013. | |
On July 9, 2013, the Company completed the acquisition of the common stock of Clarus Fluid Intelligence (“Clarus”) for $14.3 million, which includes the fair value of an estimated additional contingent cash payment of $3.6 million at the acquisition date. The additional contingent payment will be paid during the year ending December 31, 2016 subject to the achievement of certain performance goals. See Note 11, “Financial Instruments and Fair Value Measurements” for discussion regarding the Company’s liability for contingent payments. Clarus is a domestic supplier of flushing services for marine applications primarily to U.S. government agencies, with primary operations based in Bellingham, Washington. | |
Fabrication Technology | |
On August 5, 2013, the Company completed a $14.9 million acquisition of common and investment shares of Soldex S.A. (“Soldex”), a publicly traded, less than wholly owned subsidiary in which the Company acquired a controlling interest during the year ended December 31, 2012. This resulted in an increase in the Company’s ownership of the subsidiary from approximately 91% to 99%. |
Net_Income_Loss_Per_Share
Net Income (Loss) Per Share | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Earnings Per Share [Text Block] | Net Income (Loss) Per Share | |||||||||||||||
Net income (loss) per share available to Colfax Corporation common shareholders was computed as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Computation of Net income (loss) per share - basic: | ||||||||||||||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 50,389 | $ | 4,022 | $ | 126,248 | $ | (98,017 | ) | |||||||
Less: net income attributable to participating securities(1) | — | (517 | ) | (3,740 | ) | — | ||||||||||
$ | 50,389 | $ | 3,505 | $ | 122,508 | $ | (98,017 | ) | ||||||||
Weighted-average shares of Common stock outstanding-basic | 101,977,511 | 94,040,440 | 98,185,166 | 90,003,515 | ||||||||||||
Net income (loss) per share - basic | $ | 0.49 | $ | 0.04 | $ | 1.25 | $ | (1.09 | ) | |||||||
Computation of Net income (loss) per share - diluted: | ||||||||||||||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 50,389 | $ | 4,022 | $ | 126,248 | $ | (98,017 | ) | |||||||
Less: net income attributable to participating securities(1)(2) | — | (517 | ) | (3,740 | ) | — | ||||||||||
Add: dividends on preferred stock(2) | 5,086 | — | — | — | ||||||||||||
$ | 55,475 | $ | 3,505 | $ | 122,508 | $ | (98,017 | ) | ||||||||
Weighted-average shares of Common stock outstanding-basic | 101,977,511 | 94,040,440 | 98,185,166 | 90,003,515 | ||||||||||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,233,867 | 751,488 | 1,096,504 | — | ||||||||||||
Net effect of potentially dilutive securities - convertible preferred stock(2) | 12,173,291 | — | — | — | ||||||||||||
Weighted-average shares of Common stock outstanding-diluted | 115,384,669 | 94,791,928 | 99,281,670 | 90,003,515 | ||||||||||||
Net income (loss) per share - diluted | $ | 0.48 | $ | 0.04 | $ | 1.23 | $ | (1.09 | ) | |||||||
(1) Net income (loss) per share was calculated consistent with the two-class method in accordance with GAAP through April 23, 2013, as further discussed below. | ||||||||||||||||
(2) For periods subsequent to April 23, 2013, Net income per share - dilutive was calculated in accordance with the if-converted method, as further discussed below. However, for the nine months ended September 27, 2013, the calculation under this method was anti-dilutive. | ||||||||||||||||
On April 23, 2013, the Company and BDT CF Acquisition Vehicle, LLC amended the Certificate of Designations of Series A Perpetual Convertible Preferred Stock of Colfax Corporation to eliminate the right of the Series A Convertible Preferred Stock to share proportionately in any dividends or distributions made in respect of the Company’s Common stock. BDT CF Acquisition Vehicle, LLC is the sole holder of all issued and outstanding shares of the Company’s Series A Convertible Preferred Stock. For periods prior to April 23, 2013, Net income available to Colfax Corporation common shareholders was allocated to participating securities, while any losses for those periods were not allocated to the participating securities. Effective April 23, 2013, the Company’s Series A Convertible Preferred Stock is no longer considered a participating security. For periods subsequent to April 23, 2013, the Company’s Net income per share - dilutive is computed using the “if-converted” method. Under the “if-converted” method, Net income per share - dilutive is calculated under the assumption that the shares of Series A Convertible Preferred Stock have been converted into shares of Common stock as of the beginning of the respective period. For the nine months ended September 27, 2013, the weighted-average computation of the dilutive effect of potentially issuable shares of Common stock excludes 12.2 million shares assuming that the shares of Series A Convertible Preferred Stock have been converted, as inclusion of such shares would be anti-dilutive. | ||||||||||||||||
The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the three months ended September 27, 2013 and September 28, 2012 excludes approximately 0.6 million and 1.4 million outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive. The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the nine months ended September 27, 2013 and September 28, 2012 excludes approximately 0.7 million and 2.8 million outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2013 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes |
During the three months ended September 27, 2013, Income before income taxes was $85.3 million and the Provision for income taxes was $19.8 million. The effective tax rate of 23.2% for the three months ended September 27, 2013 differs from the U.S. federal statutory rate primarily due to international tax rates, which are lower than the U.S. tax rate, and a discrete credit to income tax expense of $5.1 million from a reduction to deferred tax balances in certain territories associated with the enactment of lower corporate tax rates, which were offset in part by losses in certain jurisdictions where a tax benefit is not expected to be recognized in 2013. | |
During the nine months ended September 27, 2013, Income before income taxes was $227.9 million and the Provision for income taxes was $62.9 million. The effective tax rate of 27.6% for the nine months ended September 27, 2013 differs from the U.S. federal statutory rate primarily due to international tax rates, which are lower than the U.S. tax rate, a discrete credit to income tax expense of $5.1 million from a reduction to deferred tax balances in certain territories associated with the enactment of lower corporate tax rates and the resolution of a liability for unrecognized tax benefits, which resulted in a gain of $2.3 million, all of which were offset in part by other discrete tax items and losses in certain jurisdictions where a tax benefit is not expected to be recognized in 2013. | |
During the three months ended September 28, 2012, Income before income taxes was $28.1 million and the Provision for income taxes was $13.6 million. The Provision for income taxes for the three months ended September 28, 2012 was significantly impacted by increased corporate overhead and Interest expense related to the combined organization reflected in the Condensed Consolidated Statement of Operations, which were incurred in jurisdictions where no tax benefit can be recognized. These items were partially offset by a discrete credit to income tax expense of $2.9 million from a reduction to deferred tax balances in the United Kingdom associated with the enactment of lower corporate tax rates. | |
During the nine months ended September 28, 2012, Income before income taxes was $19.6 million and the Provision for income taxes was $86.9 million, which was impacted by two significant items. Upon completion of the Charter Acquisition, certain deferred tax assets existing at that date were reassessed in light of the impact of the acquired businesses on expected future income or loss by country and future tax planning, including the impact of the post-acquisition capital structure. This assessment resulted in an increase in the Company’s valuation allowance to provide full valuation allowances against U.S. deferred tax assets. The increased valuation allowances resulted in an increase to the Provision for income taxes for the nine months ended September 28, 2012 of $50.3 million. In addition, $43.6 million of Charter acquisition-related expense and increased corporate overhead and Interest expense reflected in the Condensed Consolidated Statement of Operations are either non-deductible or were incurred in jurisdictions where no tax benefit can be recognized. These two items are the principal cause of tax provision rather than the tax benefit which would result from the application of the U.S. federal statutory rate to the reported net loss. |
Equity
Equity | 9 Months Ended | |||||||||||||||||||||||
Sep. 27, 2013 | ||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||
Shareholders' Equity and Share-based Payments [Text Block] | Equity | |||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
On May 13, 2013, the Company sold 7,500,000 shares of newly issued Colfax Common stock to underwriters for public resale pursuant to a shelf registration statement for an aggregate purchase price of $331.9 million. In conjunction with this issuance, the Company recognized $12.0 million in equity issuance costs which were recorded as a reduction to Additional paid-in capital during the nine months ended September 27, 2013. | ||||||||||||||||||||||||
On September 12, 2013, the Company contributed 88,200 shares of newly issued Colfax Common stock to its U.S. defined benefit pension plan. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||||||||||||||
The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including current period reclassifications out of Accumulated other comprehensive loss for the nine months ended September 27, 2013. All amounts are net of tax and noncontrolling interest. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Loss Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized (Loss) Gain On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Beginning balance | $ | (247,332 | ) | $ | 104,718 | $ | (3,980 | ) | $ | (146,594 | ) | |||||||||||||
Acquisition of shares held by noncontrolling interest | — | (381 | ) | — | (381 | ) | ||||||||||||||||||
Other comprehensive loss before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | (42,706 | ) | — | (42,706 | ) | ||||||||||||||||||
Gain on long-term intra-entity foreign currency transactions | — | 5,546 | — | 5,546 | ||||||||||||||||||||
Loss on net investment hedges | — | — | (6,299 | ) | (6,299 | ) | ||||||||||||||||||
Unrealized gain on cash flow hedges | — | — | 1,744 | 1,744 | ||||||||||||||||||||
Other comprehensive loss before reclassifications | — | (37,160 | ) | (4,555 | ) | (41,715 | ) | |||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 7,740 | — | — | 7,740 | ||||||||||||||||||||
Net current period other comprehensive income (loss) | 7,740 | (37,160 | ) | (4,555 | ) | (33,975 | ) | |||||||||||||||||
Ending balance | $ | (239,592 | ) | $ | 67,177 | $ | (8,535 | ) | $ | (180,950 | ) | |||||||||||||
The effect on Net income (loss) of amounts reclassified out of each component of Accumulated other comprehensive loss for the three and nine months ended September 27, 2013 is as follows: | ||||||||||||||||||||||||
Three Months Ended September 27, 2013 | Nine Months Ended September 27, 2013 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Loss | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Loss | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss (1) | $ | 2,704 | $ | (183 | ) | $ | 2,521 | $ | 8,091 | $ | (537 | ) | $ | 7,554 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 186 | — | 186 | ||||||||||||||||||
$ | 2,766 | $ | (183 | ) | $ | 2,583 | $ | 8,277 | $ | (537 | ) | $ | 7,740 | |||||||||||
(1) Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. | ||||||||||||||||||||||||
During the nine months ended September 27, 2013, Noncontrolling interest decreased by $15.9 million as a result of Other comprehensive loss, primarily due to currency translation adjustment. |
Inventories_Net
Inventories, Net | 9 Months Ended | |||||||
Sep. 27, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory Disclosure [Text Block] | Inventories, Net | |||||||
Inventories, net consisted of the following: | ||||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 134,311 | $ | 154,771 | ||||
Work in process | 96,772 | 99,459 | ||||||
Finished goods | 238,054 | 263,211 | ||||||
469,137 | 517,441 | |||||||
Less: customer progress billings | (5,520 | ) | (14,571 | ) | ||||
Less: allowance for excess, slow-moving and obsolete inventory | (10,416 | ) | (9,221 | ) | ||||
Inventories, net | $ | 453,201 | $ | 493,649 | ||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 27, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt Disclosure [Text Block] | Debt | |||||||
Long-term debt consisted of the following: | ||||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Term loans | $ | 1,484,704 | $ | 1,682,177 | ||||
Revolving credit facilities and other | 36,428 | 46,134 | ||||||
Total Debt | 1,521,132 | 1,728,311 | ||||||
Less: current portion | (131,657 | ) | (34,799 | ) | ||||
Long-term debt | $ | 1,389,475 | $ | 1,693,512 | ||||
On February 22, 2013, the Company entered into the Second Amendment to its credit agreement (the “Deutsche Bank Credit Agreement”), by and among the Company, Colfax UK Holdings Ltd, the other subsidiaries of the Company party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent (the “Second Amendment”). Pursuant to the Second Amendment, the Company amended its credit agreement to, among other things, (i) reallocate the borrowing capacities of the tranches of loans as follows: a $408.7 million term A-1 facility, a $380 million term A-2 facility, a €157.6 million term A-3 facility, a €105.3 million term A-4 facility, a $400 million term B facility and two revolving credit subfacilities which total $500 million in commitments, (ii) provide for an interest rate margin on the term A-1 facility, the term A-2 facility and the revolving credit subfacilities ranging from 0.75% to 1.50% per annum for base rate loans and 1.75% to 2.50% per annum for Eurocurrency rate loans, in each case, determined by the Company’s leverage ratio, (iii) provide for an interest rate margin on the term A-3 facility and the term A-4 facility ranging from 1.50% to 2.25% per annum for base rate loans and 2.50% to 3.25% per annum for Eurocurrency rate loans, in each case, determined by the Company’s leverage ratio and (iv) provide for an interest rate margin on the term B facility of 1.50% per annum for base rate loans and 2.50% per annum for Eurocurrency rate loans. In conjunction with the Second Amendment, the Company recorded a charge to Interest expense in the Condensed Consolidated Statement of Operations for the nine months ended September 27, 2013 of $2.6 million to write-off certain deferred financing fees and original issue discount and expensed approximately $0.5 million of costs incurred in connection with the refinancing. The Company had an original issue discount of $40.3 million and deferred financing fees of $15.7 million included in its Condensed Consolidated Balance Sheet as of September 27, 2013, which will be accreted to Interest expense primarily using the effective interest method, over the life of the Deutsche Bank Credit Agreement. As of September 27, 2013, the weighted-average interest rate of borrowings under the amended Deutsche Bank Credit Agreement was 2.61%, excluding accretion of original issue discount, and there was $499.9 million available on the revolving credit subfacilities, including $199.9 million available on a letter of credit subfacility. | ||||||||
The Company is also party to additional letter of credit facilities with total capacity of $628.1 million, of which $362.2 million was outstanding as of September 27, 2013. | ||||||||
As of September 27, 2013, the Company is in compliance with the covenants under the Deutsche Bank Credit Agreement. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||||||||||||||
Sep. 27, 2013 | ||||||||||||||||||||
Accrued Liabilities [Abstract] | ||||||||||||||||||||
Accrued Liabilities Disclosure [Text Block] | Accrued Liabilities | |||||||||||||||||||
Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: | ||||||||||||||||||||
September 27, 2013 | December 31, 2012 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Accrued payroll | $ | 108,640 | $ | 99,583 | ||||||||||||||||
Advance payment from customers | 58,050 | 61,431 | ||||||||||||||||||
Accrued taxes | 71,793 | 34,165 | ||||||||||||||||||
Accrued asbestos-related liability | 59,354 | 58,501 | ||||||||||||||||||
Warranty liability - current portion | 34,808 | 35,678 | ||||||||||||||||||
Accrued restructuring liability - current portion | 12,162 | 25,406 | ||||||||||||||||||
Accrued third-party commissions | 12,695 | 12,320 | ||||||||||||||||||
Other | 92,611 | 120,136 | ||||||||||||||||||
Accrued liabilities | $ | 450,113 | $ | 447,220 | ||||||||||||||||
Warranty Liability | ||||||||||||||||||||
The activity in the Company’s warranty liability consisted of the following: | ||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
27-Sep-13 | 28-Sep-12 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Warranty liability, beginning of period | $ | 40,437 | $ | 2,987 | ||||||||||||||||
Accrued warranty expense | 16,633 | 9,728 | ||||||||||||||||||
Changes in estimates related to pre-existing warranties | (693 | ) | 15 | |||||||||||||||||
Cost of warranty service work performed | (14,862 | ) | (18,200 | ) | ||||||||||||||||
Acquisitions | — | 47,341 | ||||||||||||||||||
Foreign exchange translation effect | (476 | ) | (1,300 | ) | ||||||||||||||||
Warranty liability, end of period | $ | 41,039 | $ | 40,571 | ||||||||||||||||
Accrued Restructuring Liability | ||||||||||||||||||||
The Company’s restructuring programs include a series of restructuring actions at its fluid-handling operations beginning in 2009 and ongoing initiatives as a result of the Charter Acquisition as well as efforts to reduce the structural costs and rationalize the corporate overhead of the combined businesses. | ||||||||||||||||||||
A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Condensed Consolidated Balance Sheets is as follows: | ||||||||||||||||||||
Nine Months Ended September 27, 2013 | ||||||||||||||||||||
Balance at Beginning of Period | Provisions | Payments | Foreign Currency Translation | Balance at End of Period(3) | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Restructuring and other related charges: | ||||||||||||||||||||
Gas and Fluid Handling: | ||||||||||||||||||||
Termination benefits(1) | $ | 3,060 | $ | 4,014 | $ | (5,426 | ) | $ | (43 | ) | $ | 1,605 | ||||||||
Facility closure costs(2) | 1,177 | 529 | (878 | ) | 20 | 848 | ||||||||||||||
Other related charges | — | 201 | (177 | ) | 15 | 39 | ||||||||||||||
4,237 | 4,744 | (6,481 | ) | (8 | ) | 2,492 | ||||||||||||||
Fabrication Technology: | ||||||||||||||||||||
Termination benefits(1) | 14,637 | 10,661 | (18,213 | ) | 275 | 7,360 | ||||||||||||||
Facility closure costs(2) | 6,925 | 1,096 | (5,622 | ) | (6 | ) | 2,393 | |||||||||||||
Other related charges | 33 | 927 | (914 | ) | (70 | ) | (24 | ) | ||||||||||||
21,595 | 12,684 | (24,749 | ) | 199 | 9,729 | |||||||||||||||
Corporate and Other: | ||||||||||||||||||||
Facility closure costs(2) | 1,522 | — | (197 | ) | (17 | ) | 1,308 | |||||||||||||
1,522 | — | (197 | ) | (17 | ) | 1,308 | ||||||||||||||
$ | 27,354 | $ | 17,428 | $ | (31,427 | ) | $ | 174 | $ | 13,529 | ||||||||||
(1) Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary | ||||||||||||||||||||
termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits | ||||||||||||||||||||
are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. | ||||||||||||||||||||
(2) Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. | ||||||||||||||||||||
(3) As of September 27, 2013, $12.2 million and $1.3 million of the Company’s restructuring liability was included in Accrued liabilities and | ||||||||||||||||||||
Other liabilities, respectively. | ||||||||||||||||||||
The Company expects to incur Restructuring and other related charges of approximately $20 million during the remainder of 2013 related to these restructuring activities. |
Net_Periodic_Benefit_CostDefin
Net Periodic Benefit Cost-Defined Benefit Plans | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Pension and Other Postretirement Benefits Disclosure [Text Block] | Net Periodic Benefit Cost - Defined Benefit Plans | |||||||||||||||
The following table sets forth the components of net periodic benefit cost of the defined benefit pension plans and the Company’s other post-retirement employee benefit plans: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | |||||||||||||
(In thousands) | ||||||||||||||||
Pension Benefits-U.S. Plans: | ||||||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | — | ||||||||
Interest cost | 4,352 | 4,699 | 13,126 | 14,044 | ||||||||||||
Expected return on plan assets | (6,192 | ) | (6,050 | ) | (18,611 | ) | (18,093 | ) | ||||||||
Amortization | 1,964 | 1,800 | 5,891 | 5,400 | ||||||||||||
Net periodic benefit cost | $ | 124 | $ | 449 | $ | 406 | $ | 1,351 | ||||||||
Pension Benefits-Non U.S. Plans: | ||||||||||||||||
Service cost | $ | 598 | $ | 828 | $ | 2,420 | $ | 2,388 | ||||||||
Interest cost | 11,089 | 11,638 | 33,293 | 34,573 | ||||||||||||
Expected return on plan assets | (8,295 | ) | (8,143 | ) | (24,785 | ) | (24,467 | ) | ||||||||
Amortization | 626 | 184 | 1,857 | 564 | ||||||||||||
Net periodic benefit cost | $ | 4,018 | $ | 4,507 | $ | 12,785 | $ | 13,058 | ||||||||
Other Post-Retirement Benefits: | ||||||||||||||||
Service cost | $ | 32 | $ | 50 | $ | 167 | $ | 152 | ||||||||
Interest cost | 229 | 310 | 686 | 949 | ||||||||||||
Amortization | 176 | 232 | 529 | 698 | ||||||||||||
Net periodic benefit cost | $ | 437 | $ | 592 | $ | 1,382 | $ | 1,799 | ||||||||
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Financial Instruments and Fair Value Measurements [Abstract] | ||||||||||||||||
Fair Value Assets and Liabilities Measured On Recurring and Nonrecurring Basis [Text Block] | Financial Instruments and Fair Value Measurements | |||||||||||||||
The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair value of the Company’s debt of $1.5 billion and $1.7 billion as of September 27, 2013 and December 31, 2012, respectively, was based on current interest rates for similar types of borrowings and is in Level Two of the fair value hierarchy. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. | ||||||||||||||||
A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: | ||||||||||||||||
September 27, 2013 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 299,700 | $ | — | $ | — | $ | 299,700 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 9,049 | — | 9,049 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,084 | — | 3,084 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 399 | — | 399 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 480 | — | 480 | ||||||||||||
Deferred compensation plans | — | 2,887 | — | 2,887 | ||||||||||||
$ | 299,700 | $ | 15,899 | $ | — | $ | 315,599 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,308 | $ | — | $ | 1,308 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 809 | — | 809 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 799 | — | 799 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 713 | — | 713 | ||||||||||||
Deferred compensation plans | — | 2,887 | — | 2,887 | ||||||||||||
Liability for contingent payments | — | — | 7,034 | 7,034 | ||||||||||||
$ | — | $ | 6,516 | $ | 7,034 | $ | 13,550 | |||||||||
December 31, 2012 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 133,878 | $ | — | $ | — | $ | 133,878 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 6,832 | — | 6,832 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 2,249 | — | 2,249 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 213 | — | 213 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,077 | — | 1,077 | ||||||||||||
Deferred compensation plans | — | 2,542 | — | 2,542 | ||||||||||||
$ | 133,878 | $ | 12,913 | $ | — | $ | 146,791 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,024 | $ | — | $ | 1,024 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,693 | — | 1,693 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 896 | — | 896 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,062 | — | 1,062 | ||||||||||||
Deferred compensation plans | — | 2,542 | — | 2,542 | ||||||||||||
Liability for contingent payments | — | — | 6,517 | 6,517 | ||||||||||||
$ | — | $ | 7,217 | $ | 6,517 | $ | 13,734 | |||||||||
There were no transfers in or out of Level One, Two or Three during the nine months ended September 27, 2013. | ||||||||||||||||
Foreign Currency Contracts. As of September 27, 2013 and December 31, 2012, the Company had foreign currency contracts with the following notional values: | ||||||||||||||||
September 27, 2013 | December 31, 2012 | |||||||||||||||
(In thousands) | ||||||||||||||||
Foreign currency contracts sold - not designated as hedges | $ | 221,268 | $ | 301,185 | ||||||||||||
Foreign currency contracts sold - designated as hedges | 187,997 | 238,537 | ||||||||||||||
Foreign currency contracts purchased - not designated as hedges | 235,665 | 121,741 | ||||||||||||||
Foreign currency contracts purchased - designated as hedges | 48,283 | 37,065 | ||||||||||||||
Total foreign currency derivatives | $ | 693,213 | $ | 698,528 | ||||||||||||
The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Contracts Designated as Hedges: | ||||||||||||||||
Interest Rate Swap: | ||||||||||||||||
Realized loss | $ | — | $ | — | $ | — | $ | (471 | ) | |||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain | 3,248 | 3,070 | 2,658 | 822 | ||||||||||||
Realized gain (loss) | 3,355 | 1,757 | (116 | ) | 1,077 | |||||||||||
Foreign Currency Contracts - related to supplier purchase contracts: | ||||||||||||||||
Unrealized gain (loss) | 908 | 497 | (145 | ) | (352 | ) | ||||||||||
Realized (loss) gain | (1,425 | ) | (579 | ) | 76 | (344 | ) | |||||||||
Unrealized loss on net investment hedges | (13,562 | ) | (2,760 | ) | (6,299 | ) | (2,764 | ) | ||||||||
Contracts Not Designated in a Hedge Relationship: | ||||||||||||||||
Foreign Currency Contracts - acquisition-related: | ||||||||||||||||
Realized loss | — | — | — | (7,177 | ) | |||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain | 2,765 | 1,774 | 1,495 | 154 | ||||||||||||
Realized gain | 1,940 | 879 | 1,162 | 1,789 | ||||||||||||
Foreign Currency Contracts - related to supplier purchases contracts: | ||||||||||||||||
Unrealized gain (loss) | 63 | (223 | ) | 513 | 3 | |||||||||||
Realized (loss) gain | (1,121 | ) | 1 | 579 | (33 | ) | ||||||||||
Liability for Contingent Payments | ||||||||||||||||
The Company’s liability for contingent payments represents the fair value of estimated additional cash payments related to its acquisitions of COT-Puritech, Inc. in December of 2011 and Clarus in July 2013, which are subject to the achievement of certain performance goals, and are included in Other liabilities in the Condensed Consolidated Balance Sheets. The fair value of the liability for contingent payments represents the present value of probability weighted expected cash flows based upon the Company’s internal model and projections and is included in Level Three of the fair value hierarchy. Accretion is recognized in Interest expense in the Condensed Consolidated Statements of Operations and realized or unrealized gains or losses are recognized in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. | ||||||||||||||||
A summary of activity in the Company’s liability for contingent payments during the nine months ended September 27, 2013 is as follows: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Balance at January 1, 2013 | $ | 6,517 | ||||||||||||||
Additions for Clarus acquisition | 3,592 | |||||||||||||||
Interest accretion | 425 | |||||||||||||||
Cash payment | (3,500 | ) | ||||||||||||||
Balance at September 27, 2013 | $ | 7,034 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||
Sep. 28, 2012 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies | |||||||
For further description of the Company’s litigation and contingencies, reference is made to Note 16, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in our 2012 Form 10-K. | ||||||||
Asbestos and Other Product Liability Contingencies | ||||||||
Claims activity since December 31 related to asbestos claims is as follows(1): | ||||||||
Nine Months Ended | ||||||||
27-Sep-13 | 28-Sep-12 | |||||||
(Number of claims) | ||||||||
Claims unresolved, beginning of period | 23,523 | 25,281 | ||||||
Claims filed(2) | 3,298 | 3,281 | ||||||
Claims resolved(3) | (3,875 | ) | (4,703 | ) | ||||
Claims unresolved, end of period | 22,946 | 23,859 | ||||||
(1) Excludes claims filed by one legal firm that have been “administratively dismissed.” | ||||||||
(2) Claims filed include all asbestos claims for which notification has been received or a file has been opened. | ||||||||
(3) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based | ||||||||
upon agreements or understandings in place with counsel for the claimants. | ||||||||
The Company’s Condensed Consolidated Balance Sheets included the following amounts related to asbestos-related litigation: | ||||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Current asbestos insurance asset(1) | $ | 32,893 | $ | 35,566 | ||||
Current asbestos insurance receivable(1) | 42,031 | 36,778 | ||||||
Long-term asbestos insurance asset(2) | 307,445 | 315,363 | ||||||
Long-term asbestos insurance receivable(2) | 20,934 | 7,063 | ||||||
Accrued asbestos liability(3) | 59,354 | 58,501 | ||||||
Long-term asbestos liability(4) | 367,493 | 375,493 | ||||||
(1) Included in Other current assets in the Condensed Consolidated Balance Sheets. | ||||||||
(2) Included in Other assets in the Condensed Consolidated Balance Sheets. | ||||||||
(3) Represents current reserves for probable and reasonably estimable asbestos-related liability cost that the Company believes the subsidiaries | ||||||||
will pay through the next 15 years, overpayments by certain insurers and unpaid legal costs related to defending themselves against | ||||||||
asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed | ||||||||
Consolidated Balance Sheets. | ||||||||
(4) Included in Other liabilities in the Condensed Consolidated Balance Sheets. | ||||||||
Due to a statistically significant increase in mesothelioma and lung cancer claims and higher settlement values per claim that have occurred and are expected to continue to occur in certain jurisdictions, partially offset by lower claims and lower settlement values per claim in other jurisdictions, the Company recorded a $0.6 million pre-tax charge during the three and nine months ended September 27, 2013, which was included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. The pre-tax charge was comprised of an increase in asbestos-related liabilities of $10.8 million partially offset by an increase in expected insurance recoveries of $10.2 million. | ||||||||
Management’s analyses are based on currently known facts and a number of assumptions. However, projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded which could materially affect the Company’s financial condition, results of operations or cash flow. | ||||||||
The Company is also involved in various other pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate reserves to cover potential liabilities. Any costs that management estimates may be paid related to these proceedings or claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | Segment Information | |||||||||||||||
The Company conducts its operations through three operating segments: gas handling, fluid handling and fabrication technology. The gas-handling and fluid-handling operating segments are aggregated into a single reportable segment. A description of the Company’s reportable segments is as follows: | ||||||||||||||||
▪ | Gas & Fluid Handling - a global supplier of a broad range of gas- and fluid-handling products, including pumps, fluid-handling systems and controls, specialty valves, heavy-duty centrifugal and axial fans, rotary heat exchangers and gas compressors, which serves customers in the power generation, oil, gas and petrochemical, mining, marine (including defense) and general industrial and other end markets; and | |||||||||||||||
▪ | Fabrication Technology - a global supplier of welding equipment and consumables, cutting equipment and consumables and automated welding and cutting systems. | |||||||||||||||
Certain amounts not allocated to the two reportable segments and intersegment eliminations are reported under the heading “Corporate and other.” The Company’s management evaluates the operating results of each of its reportable segments based upon Net sales and segment operating income, which represents Operating income before Restructuring and other related charges. | ||||||||||||||||
The Company’s segment results were as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Net sales: | ||||||||||||||||
Gas and fluid handling | $ | 511,360 | $ | 464,873 | $ | 1,453,228 | $ | 1,386,699 | ||||||||
Fabrication technology | 503,210 | 489,567 | 1,582,603 | 1,499,760 | ||||||||||||
$ | 1,014,570 | $ | 954,440 | $ | 3,035,831 | $ | 2,886,459 | |||||||||
Segment operating income (loss)(1): | ||||||||||||||||
Gas and fluid handling | $ | 67,413 | $ | 33,925 | $ | 179,341 | $ | 98,846 | ||||||||
Fabrication technology | 57,583 | 43,855 | 161,478 | 106,262 | ||||||||||||
Corporate and other | (13,461 | ) | (10,249 | ) | (36,614 | ) | (74,201 | ) | ||||||||
$ | 111,535 | $ | 67,531 | $ | 304,205 | $ | 130,907 | |||||||||
(1) The following is a reconciliation of Income before income taxes to segment operating income: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Income before income taxes | $ | 85,262 | $ | 28,109 | $ | 227,898 | $ | 19,561 | ||||||||
Interest expense | 17,536 | 23,557 | 58,879 | 68,280 | ||||||||||||
Restructuring and other related charges | 8,737 | 15,865 | 17,428 | 43,066 | ||||||||||||
Segment operating income | $ | 111,535 | $ | 67,531 | $ | 304,205 | $ | 130,907 | ||||||||
The detail of the Company’s Net sales by product type is as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | |||||||||||||
(In thousands) | ||||||||||||||||
Gas handling | $ | 349,485 | $ | 311,919 | $ | 977,016 | $ | 898,081 | ||||||||
Fluid handling | 161,875 | 152,954 | 476,212 | 488,618 | ||||||||||||
Welding and cutting | 503,210 | 489,567 | 1,582,603 | 1,499,760 | ||||||||||||
Total Net sales | $ | 1,014,570 | $ | 954,440 | $ | 3,035,831 | $ | 2,886,459 | ||||||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Net income (loss) per share available to Colfax Corporation common shareholders was computed as follows: | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Computation of Net income (loss) per share - basic: | ||||||||||||||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 50,389 | $ | 4,022 | $ | 126,248 | $ | (98,017 | ) | |||||||
Less: net income attributable to participating securities(1) | — | (517 | ) | (3,740 | ) | — | ||||||||||
$ | 50,389 | $ | 3,505 | $ | 122,508 | $ | (98,017 | ) | ||||||||
Weighted-average shares of Common stock outstanding-basic | 101,977,511 | 94,040,440 | 98,185,166 | 90,003,515 | ||||||||||||
Net income (loss) per share - basic | $ | 0.49 | $ | 0.04 | $ | 1.25 | $ | (1.09 | ) | |||||||
Computation of Net income (loss) per share - diluted: | ||||||||||||||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 50,389 | $ | 4,022 | $ | 126,248 | $ | (98,017 | ) | |||||||
Less: net income attributable to participating securities(1)(2) | — | (517 | ) | (3,740 | ) | — | ||||||||||
Add: dividends on preferred stock(2) | 5,086 | — | — | — | ||||||||||||
$ | 55,475 | $ | 3,505 | $ | 122,508 | $ | (98,017 | ) | ||||||||
Weighted-average shares of Common stock outstanding-basic | 101,977,511 | 94,040,440 | 98,185,166 | 90,003,515 | ||||||||||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,233,867 | 751,488 | 1,096,504 | — | ||||||||||||
Net effect of potentially dilutive securities - convertible preferred stock(2) | 12,173,291 | — | — | — | ||||||||||||
Weighted-average shares of Common stock outstanding-diluted | 115,384,669 | 94,791,928 | 99,281,670 | 90,003,515 | ||||||||||||
Net income (loss) per share - diluted | $ | 0.48 | $ | 0.04 | $ | 1.23 | $ | (1.09 | ) | |||||||
(1) Net income (loss) per share was calculated consistent with the two-class method in accordance with GAAP through April 23, 2013, as further discussed below. | ||||||||||||||||
(2) For periods subsequent to April 23, 2013, Net income per share - dilutive was calculated in accordance with the if-converted method, as further discussed below. However, for the nine months ended September 27, 2013, the calculation under this method was anti-dilutive. |
Equity_Tables
Equity (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 27, 2013 | ||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including current period reclassifications out of Accumulated other comprehensive loss for the nine months ended September 27, 2013. All amounts are net of tax and noncontrolling interest. | |||||||||||||||||||||||
Accumulated Other Comprehensive Loss Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized (Loss) Gain On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Beginning balance | $ | (247,332 | ) | $ | 104,718 | $ | (3,980 | ) | $ | (146,594 | ) | |||||||||||||
Acquisition of shares held by noncontrolling interest | — | (381 | ) | — | (381 | ) | ||||||||||||||||||
Other comprehensive loss before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | (42,706 | ) | — | (42,706 | ) | ||||||||||||||||||
Gain on long-term intra-entity foreign currency transactions | — | 5,546 | — | 5,546 | ||||||||||||||||||||
Loss on net investment hedges | — | — | (6,299 | ) | (6,299 | ) | ||||||||||||||||||
Unrealized gain on cash flow hedges | — | — | 1,744 | 1,744 | ||||||||||||||||||||
Other comprehensive loss before reclassifications | — | (37,160 | ) | (4,555 | ) | (41,715 | ) | |||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss | 7,740 | — | — | 7,740 | ||||||||||||||||||||
Net current period other comprehensive income (loss) | 7,740 | (37,160 | ) | (4,555 | ) | (33,975 | ) | |||||||||||||||||
Ending balance | $ | (239,592 | ) | $ | 67,177 | $ | (8,535 | ) | $ | (180,950 | ) | |||||||||||||
Amounts reclassified from Accumulated other comprehensive loss [Table Text Block] | The effect on Net income (loss) of amounts reclassified out of each component of Accumulated other comprehensive loss for the three and nine months ended September 27, 2013 is as follows: | |||||||||||||||||||||||
Three Months Ended September 27, 2013 | Nine Months Ended September 27, 2013 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Loss | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Loss | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss (1) | $ | 2,704 | $ | (183 | ) | $ | 2,521 | $ | 8,091 | $ | (537 | ) | $ | 7,554 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 186 | — | 186 | ||||||||||||||||||
$ | 2,766 | $ | (183 | ) | $ | 2,583 | $ | 8,277 | $ | (537 | ) | $ | 7,740 | |||||||||||
(1) Included in the computation of net periodic benefit cost. See Note 10, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. |
Inventories_Net_Tables
Inventories, Net (Tables) | 9 Months Ended | |||||||
Sep. 27, 2013 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories, net consisted of the following: | |||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 134,311 | $ | 154,771 | ||||
Work in process | 96,772 | 99,459 | ||||||
Finished goods | 238,054 | 263,211 | ||||||
469,137 | 517,441 | |||||||
Less: customer progress billings | (5,520 | ) | (14,571 | ) | ||||
Less: allowance for excess, slow-moving and obsolete inventory | (10,416 | ) | (9,221 | ) | ||||
Inventories, net | $ | 453,201 | $ | 493,649 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 27, 2013 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt [Table Text Block] | Long-term debt consisted of the following: | |||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Term loans | $ | 1,484,704 | $ | 1,682,177 | ||||
Revolving credit facilities and other | 36,428 | 46,134 | ||||||
Total Debt | 1,521,132 | 1,728,311 | ||||||
Less: current portion | (131,657 | ) | (34,799 | ) | ||||
Long-term debt | $ | 1,389,475 | $ | 1,693,512 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 27, 2013 | ||||||||||||||||||||
Accrued Liabilities [Abstract] | ||||||||||||||||||||
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: | |||||||||||||||||||
September 27, 2013 | December 31, 2012 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Accrued payroll | $ | 108,640 | $ | 99,583 | ||||||||||||||||
Advance payment from customers | 58,050 | 61,431 | ||||||||||||||||||
Accrued taxes | 71,793 | 34,165 | ||||||||||||||||||
Accrued asbestos-related liability | 59,354 | 58,501 | ||||||||||||||||||
Warranty liability - current portion | 34,808 | 35,678 | ||||||||||||||||||
Accrued restructuring liability - current portion | 12,162 | 25,406 | ||||||||||||||||||
Accrued third-party commissions | 12,695 | 12,320 | ||||||||||||||||||
Other | 92,611 | 120,136 | ||||||||||||||||||
Accrued liabilities | $ | 450,113 | $ | 447,220 | ||||||||||||||||
Schedule of Product Warranty Liability [Table Text Block] | The activity in the Company’s warranty liability consisted of the following: | |||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||
27-Sep-13 | 28-Sep-12 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Warranty liability, beginning of period | $ | 40,437 | $ | 2,987 | ||||||||||||||||
Accrued warranty expense | 16,633 | 9,728 | ||||||||||||||||||
Changes in estimates related to pre-existing warranties | (693 | ) | 15 | |||||||||||||||||
Cost of warranty service work performed | (14,862 | ) | (18,200 | ) | ||||||||||||||||
Acquisitions | — | 47,341 | ||||||||||||||||||
Foreign exchange translation effect | (476 | ) | (1,300 | ) | ||||||||||||||||
Warranty liability, end of period | $ | 41,039 | $ | 40,571 | ||||||||||||||||
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Condensed Consolidated Balance Sheets is as follows: | |||||||||||||||||||
Nine Months Ended September 27, 2013 | ||||||||||||||||||||
Balance at Beginning of Period | Provisions | Payments | Foreign Currency Translation | Balance at End of Period(3) | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Restructuring and other related charges: | ||||||||||||||||||||
Gas and Fluid Handling: | ||||||||||||||||||||
Termination benefits(1) | $ | 3,060 | $ | 4,014 | $ | (5,426 | ) | $ | (43 | ) | $ | 1,605 | ||||||||
Facility closure costs(2) | 1,177 | 529 | (878 | ) | 20 | 848 | ||||||||||||||
Other related charges | — | 201 | (177 | ) | 15 | 39 | ||||||||||||||
4,237 | 4,744 | (6,481 | ) | (8 | ) | 2,492 | ||||||||||||||
Fabrication Technology: | ||||||||||||||||||||
Termination benefits(1) | 14,637 | 10,661 | (18,213 | ) | 275 | 7,360 | ||||||||||||||
Facility closure costs(2) | 6,925 | 1,096 | (5,622 | ) | (6 | ) | 2,393 | |||||||||||||
Other related charges | 33 | 927 | (914 | ) | (70 | ) | (24 | ) | ||||||||||||
21,595 | 12,684 | (24,749 | ) | 199 | 9,729 | |||||||||||||||
Corporate and Other: | ||||||||||||||||||||
Facility closure costs(2) | 1,522 | — | (197 | ) | (17 | ) | 1,308 | |||||||||||||
1,522 | — | (197 | ) | (17 | ) | 1,308 | ||||||||||||||
$ | 27,354 | $ | 17,428 | $ | (31,427 | ) | $ | 174 | $ | 13,529 | ||||||||||
(1) Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary | ||||||||||||||||||||
termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits | ||||||||||||||||||||
are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. | ||||||||||||||||||||
(2) Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. | ||||||||||||||||||||
(3) As of September 27, 2013, $12.2 million and $1.3 million of the Company’s restructuring liability was included in Accrued liabilities and | ||||||||||||||||||||
Other liabilities, respectively. |
Net_Periodic_Benefit_CostDefin1
Net Periodic Benefit Cost-Defined Benefit Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Schedule of Net Benefit Costs [Table Text Block] | The following table sets forth the components of net periodic benefit cost of the defined benefit pension plans and the Company’s other post-retirement employee benefit plans: | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | |||||||||||||
(In thousands) | ||||||||||||||||
Pension Benefits-U.S. Plans: | ||||||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | — | ||||||||
Interest cost | 4,352 | 4,699 | 13,126 | 14,044 | ||||||||||||
Expected return on plan assets | (6,192 | ) | (6,050 | ) | (18,611 | ) | (18,093 | ) | ||||||||
Amortization | 1,964 | 1,800 | 5,891 | 5,400 | ||||||||||||
Net periodic benefit cost | $ | 124 | $ | 449 | $ | 406 | $ | 1,351 | ||||||||
Pension Benefits-Non U.S. Plans: | ||||||||||||||||
Service cost | $ | 598 | $ | 828 | $ | 2,420 | $ | 2,388 | ||||||||
Interest cost | 11,089 | 11,638 | 33,293 | 34,573 | ||||||||||||
Expected return on plan assets | (8,295 | ) | (8,143 | ) | (24,785 | ) | (24,467 | ) | ||||||||
Amortization | 626 | 184 | 1,857 | 564 | ||||||||||||
Net periodic benefit cost | $ | 4,018 | $ | 4,507 | $ | 12,785 | $ | 13,058 | ||||||||
Other Post-Retirement Benefits: | ||||||||||||||||
Service cost | $ | 32 | $ | 50 | $ | 167 | $ | 152 | ||||||||
Interest cost | 229 | 310 | 686 | 949 | ||||||||||||
Amortization | 176 | 232 | 529 | 698 | ||||||||||||
Net periodic benefit cost | $ | 437 | $ | 592 | $ | 1,382 | $ | 1,799 | ||||||||
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Financial Instruments and Fair Value Measurements [Abstract] | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: | |||||||||||||||
September 27, 2013 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 299,700 | $ | — | $ | — | $ | 299,700 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 9,049 | — | 9,049 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,084 | — | 3,084 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 399 | — | 399 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 480 | — | 480 | ||||||||||||
Deferred compensation plans | — | 2,887 | — | 2,887 | ||||||||||||
$ | 299,700 | $ | 15,899 | $ | — | $ | 315,599 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,308 | $ | — | $ | 1,308 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 809 | — | 809 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 799 | — | 799 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 713 | — | 713 | ||||||||||||
Deferred compensation plans | — | 2,887 | — | 2,887 | ||||||||||||
Liability for contingent payments | — | — | 7,034 | 7,034 | ||||||||||||
$ | — | $ | 6,516 | $ | 7,034 | $ | 13,550 | |||||||||
December 31, 2012 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 133,878 | $ | — | $ | — | $ | 133,878 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 6,832 | — | 6,832 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 2,249 | — | 2,249 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 213 | — | 213 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,077 | — | 1,077 | ||||||||||||
Deferred compensation plans | — | 2,542 | — | 2,542 | ||||||||||||
$ | 133,878 | $ | 12,913 | $ | — | $ | 146,791 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,024 | $ | — | $ | 1,024 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,693 | — | 1,693 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 896 | — | 896 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,062 | — | 1,062 | ||||||||||||
Deferred compensation plans | — | 2,542 | — | 2,542 | ||||||||||||
Liability for contingent payments | — | — | 6,517 | 6,517 | ||||||||||||
$ | — | $ | 7,217 | $ | 6,517 | $ | 13,734 | |||||||||
Schedule of Foreign Exchange Contracts, Statement of Financial Position [Table Text Block] | Foreign Currency Contracts. As of September 27, 2013 and December 31, 2012, the Company had foreign currency contracts with the following notional values: | |||||||||||||||
September 27, 2013 | December 31, 2012 | |||||||||||||||
(In thousands) | ||||||||||||||||
Foreign currency contracts sold - not designated as hedges | $ | 221,268 | $ | 301,185 | ||||||||||||
Foreign currency contracts sold - designated as hedges | 187,997 | 238,537 | ||||||||||||||
Foreign currency contracts purchased - not designated as hedges | 235,665 | 121,741 | ||||||||||||||
Foreign currency contracts purchased - designated as hedges | 48,283 | 37,065 | ||||||||||||||
Total foreign currency derivatives | $ | 693,213 | $ | 698,528 | ||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance [Table Text Block] | The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Contracts Designated as Hedges: | ||||||||||||||||
Interest Rate Swap: | ||||||||||||||||
Realized loss | $ | — | $ | — | $ | — | $ | (471 | ) | |||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain | 3,248 | 3,070 | 2,658 | 822 | ||||||||||||
Realized gain (loss) | 3,355 | 1,757 | (116 | ) | 1,077 | |||||||||||
Foreign Currency Contracts - related to supplier purchase contracts: | ||||||||||||||||
Unrealized gain (loss) | 908 | 497 | (145 | ) | (352 | ) | ||||||||||
Realized (loss) gain | (1,425 | ) | (579 | ) | 76 | (344 | ) | |||||||||
Unrealized loss on net investment hedges | (13,562 | ) | (2,760 | ) | (6,299 | ) | (2,764 | ) | ||||||||
Contracts Not Designated in a Hedge Relationship: | ||||||||||||||||
Foreign Currency Contracts - acquisition-related: | ||||||||||||||||
Realized loss | — | — | — | (7,177 | ) | |||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain | 2,765 | 1,774 | 1,495 | 154 | ||||||||||||
Realized gain | 1,940 | 879 | 1,162 | 1,789 | ||||||||||||
Foreign Currency Contracts - related to supplier purchases contracts: | ||||||||||||||||
Unrealized gain (loss) | 63 | (223 | ) | 513 | 3 | |||||||||||
Realized (loss) gain | (1,121 | ) | 1 | 579 | (33 | ) | ||||||||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | A summary of activity in the Company’s liability for contingent payments during the nine months ended September 27, 2013 is as follows: | |||||||||||||||
(In thousands) | ||||||||||||||||
Balance at January 1, 2013 | $ | 6,517 | ||||||||||||||
Additions for Clarus acquisition | 3,592 | |||||||||||||||
Interest accretion | 425 | |||||||||||||||
Cash payment | (3,500 | ) | ||||||||||||||
Balance at September 27, 2013 | $ | 7,034 | ||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||||||
Sep. 27, 2013 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Schedule Of Loss Contingencies By Claims Quantities [Table Text Block] | Claims activity since December 31 related to asbestos claims is as follows(1): | |||||||
Nine Months Ended | ||||||||
27-Sep-13 | 28-Sep-12 | |||||||
(Number of claims) | ||||||||
Claims unresolved, beginning of period | 23,523 | 25,281 | ||||||
Claims filed(2) | 3,298 | 3,281 | ||||||
Claims resolved(3) | (3,875 | ) | (4,703 | ) | ||||
Claims unresolved, end of period | 22,946 | 23,859 | ||||||
(1) Excludes claims filed by one legal firm that have been “administratively dismissed.” | ||||||||
(2) Claims filed include all asbestos claims for which notification has been received or a file has been opened. | ||||||||
(3) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based | ||||||||
upon agreements or understandings in place with counsel for the claimants. | ||||||||
Schedule Of Asbestos Related Litigation [Table Text Block] | The Company’s Condensed Consolidated Balance Sheets included the following amounts related to asbestos-related litigation: | |||||||
27-Sep-13 | 31-Dec-12 | |||||||
(In thousands) | ||||||||
Current asbestos insurance asset(1) | $ | 32,893 | $ | 35,566 | ||||
Current asbestos insurance receivable(1) | 42,031 | 36,778 | ||||||
Long-term asbestos insurance asset(2) | 307,445 | 315,363 | ||||||
Long-term asbestos insurance receivable(2) | 20,934 | 7,063 | ||||||
Accrued asbestos liability(3) | 59,354 | 58,501 | ||||||
Long-term asbestos liability(4) | 367,493 | 375,493 | ||||||
(1) Included in Other current assets in the Condensed Consolidated Balance Sheets. | ||||||||
(2) Included in Other assets in the Condensed Consolidated Balance Sheets. | ||||||||
(3) Represents current reserves for probable and reasonably estimable asbestos-related liability cost that the Company believes the subsidiaries | ||||||||
will pay through the next 15 years, overpayments by certain insurers and unpaid legal costs related to defending themselves against | ||||||||
asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Condensed | ||||||||
Consolidated Balance Sheets. | ||||||||
(4) Included in Other liabilities in the Condensed Consolidated Balance Sheets. |
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The Company’s segment results were as follows: | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Net sales: | ||||||||||||||||
Gas and fluid handling | $ | 511,360 | $ | 464,873 | $ | 1,453,228 | $ | 1,386,699 | ||||||||
Fabrication technology | 503,210 | 489,567 | 1,582,603 | 1,499,760 | ||||||||||||
$ | 1,014,570 | $ | 954,440 | $ | 3,035,831 | $ | 2,886,459 | |||||||||
Segment operating income (loss)(1): | ||||||||||||||||
Gas and fluid handling | $ | 67,413 | $ | 33,925 | $ | 179,341 | $ | 98,846 | ||||||||
Fabrication technology | 57,583 | 43,855 | 161,478 | 106,262 | ||||||||||||
Corporate and other | (13,461 | ) | (10,249 | ) | (36,614 | ) | (74,201 | ) | ||||||||
$ | 111,535 | $ | 67,531 | $ | 304,205 | $ | 130,907 | |||||||||
(1) The following is a reconciliation of Income before income taxes to segment operating income: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
27-Sep-13 | 28-Sep-12 | 27-Sep-13 | 28-Sep-12 | |||||||||||||
(In thousands) | ||||||||||||||||
Income before income taxes | $ | 85,262 | $ | 28,109 | $ | 227,898 | $ | 19,561 | ||||||||
Interest expense | 17,536 | 23,557 | 58,879 | 68,280 | ||||||||||||
Restructuring and other related charges | 8,737 | 15,865 | 17,428 | 43,066 | ||||||||||||
Segment operating income | $ | 111,535 | $ | 67,531 | $ | 304,205 | $ | 130,907 | ||||||||
Revenue from External Customers by Products and Services [Table Text Block] | The detail of the Company’s Net sales by product type is as follows: | |||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 27, 2013 | September 28, 2012 | September 27, 2013 | September 28, 2012 | |||||||||||||
(In thousands) | ||||||||||||||||
Gas handling | $ | 349,485 | $ | 311,919 | $ | 977,016 | $ | 898,081 | ||||||||
Fluid handling | 161,875 | 152,954 | 476,212 | 488,618 | ||||||||||||
Welding and cutting | 503,210 | 489,567 | 1,582,603 | 1,499,760 | ||||||||||||
Total Net sales | $ | 1,014,570 | $ | 954,440 | $ | 3,035,831 | $ | 2,886,459 | ||||||||
General_Details_Textual
General (Details Textual) | 3 Months Ended | ||
Mar. 29, 2013 | Mar. 29, 2013 | Sep. 27, 2013 | |
USD ($) | VEF | USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Foregin Currency Exchange Rate Bolivar Fuerte | 6.3 | ||
Amount Recognized in Income Due to Inflationary Accounting | -2,900,000 | ||
Devaluation Of Foreign Currency | 32.00% | 32.00% | |
Net Monetary Assets Of Subsidiary | $5,700,000 |
Acquisition_Details_Textual
Acquisition (Details Textual) | 3 Months Ended | ||||
Mar. 29, 2013 | Jan. 13, 2012 | Aug. 01, 2013 | Jul. 09, 2013 | Aug. 05, 2013 | |
Charter International Plc [Member] | Charter International Plc [Member] | Flakt Woods GII [Member] | Clarus Fluid Intelligence [Member] | Soldex S.A. [Member] | |
USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | |
Business Acquisitions [Line Items] | |||||
Business Acquisition, Cost of Acquired Entity, Purchase Price | $2,600,000,000 | € 193,000,000 | $14,300,000 | $14,900,000 | |
Business Acquisition, Contingent Consideration, at Fair Value | 3,600,000 | ||||
Business Acquisition, Cost of Acquired Entity, Cash Paid | 1,900,000,000 | ||||
Business Acquisition, Cost of Acquired Entity, Other Noncash Consideration | 700,000,000 | ||||
Business Acquisition Acquired Entity Retrospective Adjustments | $23,500,000 | ||||
Ownership Percentage of Subsidiary by Parent Before Additional Acquisition | 91.00% | ||||
Percentage of Ownership Interest in Subsidiary by Parent | 99.00% |
Net_Income_Loss_Per_Share_Deta
Net Income (Loss) Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | ||||
Earnings Per Share [Abstract] | ||||||||
Net income (loss) available to Colfax Corporation common shareholders | $50,389 | $4,022 | $126,248 | ($98,017) | ||||
Less: net income attributable to participating securities | 0 | [1] | -517 | [1] | -3,740 | [1] | 0 | [1] |
Net income (loss) - basic | 50,389 | 3,505 | 122,508 | -98,017 | ||||
Weighted-average shares of Common stock outstanding-basic | 101,977,511 | 94,040,440 | 98,185,166 | 90,003,515 | ||||
Net income (loss) per share- basic | $0.49 | $0.04 | $1.25 | ($1.09) | ||||
Less: net income attributable to participating securities | 0 | [1],[2] | -517 | [1],[2] | -3,740 | [1],[2] | 0 | [1],[2] |
Add: dividends on preferred stock | 5,086 | [2] | 0 | [2] | 0 | [2] | 0 | [2] |
Net income (loss) - diluted | $55,475 | $3,505 | $122,508 | ($98,017) | ||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,233,867 | 751,488 | 1,096,504 | 0 | ||||
Net effect of potentially dilutive securities - convertible preferred stock | 12,173,291 | [2] | 0 | [2] | 0 | [2] | 0 | [2] |
Weighted-average shares of Common stock outstanding-diluted | 115,384,669 | 94,791,928 | 99,281,670 | 90,003,515 | ||||
Net income (loss) per share- diluted | $0.48 | $0.04 | $1.23 | ($1.09) | ||||
[1] | Net income (loss) per share was calculated consistent with the two-class method in accordance with GAAP through April 23, 2013, as further discussed below. | |||||||
[2] | For periods subsequent to April 23, 2013, Net income per share - dilutive was calculated in accordance with the if-converted method, as further discussed below. However, for the nine months ended September 27, 2013, the calculation under this method was anti-dilutive. |
Net_Income_Loss_Per_Share_Deta1
Net Income (Loss) Per Share (Details Textual) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Preferred, Amount | 12.2 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.6 | 1.4 | 0.7 | 2.8 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Income before income taxes | $85,262,000 | $28,109,000 | $227,898,000 | $19,561,000 |
Provision for income taxes | 19,787,000 | 13,610,000 | 62,948,000 | 86,891,000 |
Effective Income Tax Rate, Continuing Operations | 23.20% | 27.60% | ||
Discrete tax benefit | 5,100,000 | 2,900,000 | ||
Increase in Income Taxes | 50,300,000 | |||
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions | 2,300,000 | |||
Charter acquisition-related expense | $0 | $0 | $0 | $43,617,000 |
Equity_Details
Equity (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2013 |
Changes in Accumulated Other Comprehensive Loss [Line Items] | |
Beginning Balance | ($146,594) |
Acquisition of shares held by noncontrolling interest | -381 |
Foreign currency translation adjustment | -42,706 |
Gain on long-term intra-entity foreign currency transactions | 5,546 |
Loss on net investment hedges | -6,299 |
Unrealized gain on cash flow hedges | 1,744 |
Other comprehensive loss before reclassifications | -41,715 |
Amounts reclassified from Accumulated other comprehensive loss | 7,740 |
Net current period other comprehensive income (loss) | -33,975 |
Ending balance | -180,950 |
Net Unrecognized Pension And Other Post-Retirement Benefit Cost [Member] | |
Changes in Accumulated Other Comprehensive Loss [Line Items] | |
Beginning Balance | -247,332 |
Acquisition of shares held by noncontrolling interest | 0 |
Foreign currency translation adjustment | 0 |
Gain on long-term intra-entity foreign currency transactions | 0 |
Loss on net investment hedges | 0 |
Unrealized gain on cash flow hedges | 0 |
Other comprehensive loss before reclassifications | 0 |
Amounts reclassified from Accumulated other comprehensive loss | 7,740 |
Net current period other comprehensive income (loss) | 7,740 |
Ending balance | -239,592 |
Foreign Currency Translation Adjustment [Member] | |
Changes in Accumulated Other Comprehensive Loss [Line Items] | |
Beginning Balance | 104,718 |
Acquisition of shares held by noncontrolling interest | -381 |
Foreign currency translation adjustment | -42,706 |
Gain on long-term intra-entity foreign currency transactions | 5,546 |
Loss on net investment hedges | 0 |
Unrealized gain on cash flow hedges | 0 |
Other comprehensive loss before reclassifications | -37,160 |
Amounts reclassified from Accumulated other comprehensive loss | 0 |
Net current period other comprehensive income (loss) | -37,160 |
Ending balance | 67,177 |
Unrealized (Loss) Gain On Hedging Activities [Member] | |
Changes in Accumulated Other Comprehensive Loss [Line Items] | |
Beginning Balance | -3,980 |
Acquisition of shares held by noncontrolling interest | 0 |
Foreign currency translation adjustment | 0 |
Gain on long-term intra-entity foreign currency transactions | 0 |
Loss on net investment hedges | -6,299 |
Unrealized gain on cash flow hedges | 1,744 |
Other comprehensive loss before reclassifications | -4,555 |
Amounts reclassified from Accumulated other comprehensive loss | 0 |
Net current period other comprehensive income (loss) | -4,555 |
Ending balance | ($8,535) |
Equity_Details_1
Equity (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 | ||
Pension and other post-retirement benefit cost [Abstract] | ||||||
Amortization of net loss, before tax | $2,704 | [1] | $8,091 | [1] | ||
Amortization of net loss, tax | -183 | [1] | -53 | -537 | [1] | -162 |
Amortization of net loss, net of tax | 2,521 | [1] | 7,554 | [1] | ||
Amortization of prior service cost, before tax | 62 | [1] | 186 | [1] | ||
Amortization of prior service cost, tax | 0 | [1] | 0 | [1] | ||
Amortization of prior service cost, net of tax | 62 | [1] | 186 | [1] | ||
Total amount reclassified from Accumulated other comprehensive loss, before tax | 2,766 | 8,277 | ||||
Total amount reclassified from Accumulated other comprehensive loss, tax | -183 | -537 | ||||
Total amount reclassified from Accumulated other comprehensive loss, net of tax | $2,583 | $7,740 | ||||
[1] | Included in the computation of net periodic benefit cost. See Note 10, bNet Periodic Benefit Cost - Defined Benefit Plansb for additional details |
Equity_Textuals_Details
Equity Textuals (Details) (USD $) | 9 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 27, 2013 |
Equity Text [Abstract] | |
Stock Issued During Period, Shares, New Issues | 7,500,000 |
Stock Issued During Period, Value, New Issues | $331.90 |
Equity Issuance Costs | 12 |
Contribution to defined benefit pension plan (in shares) | 88,200 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | ($15.90) |
Inventories_Net_Details
Inventories, Net (Details) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $134,311 | $154,771 |
Work in process | 96,772 | 99,459 |
Finished goods | 238,054 | 263,211 |
Inventory, Gross | 469,137 | 517,441 |
Less: customer progress billings | -5,520 | -14,571 |
Less: allowance for excess, slow-moving and obsolete inventory | -10,416 | -9,221 |
Inventories, net | $453,201 | $493,649 |
Debt_Details
Debt (Details) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total Debt | $1,521,132 | $1,728,311 |
Less: current portion | -131,657 | -34,799 |
Long-term debt | 1,389,475 | 1,693,512 |
Term loans [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,484,704 | 1,682,177 |
Revolving credit facilities and other [Member] | ||
Debt Instrument [Line Items] | ||
Total Debt | $36,428 | $46,134 |
Debt_Details_Textual
Debt (Details Textual) | 9 Months Ended | ||||||
In Millions, unless otherwise specified | Sep. 27, 2013 | Feb. 22, 2013 | Feb. 22, 2013 | Feb. 22, 2013 | Feb. 22, 2013 | Feb. 22, 2013 | Feb. 22, 2013 |
USD ($) | A One Facility [Member] | A Two Facility [Member] | A Three Facility [Member] | A Four Facility [Member] | B Facility [Member] | Two Revolving Credit Facility [Member] | |
USD ($) | USD ($) | EUR (€) | EUR (€) | USD ($) | USD ($) | ||
DB Credit Facility Term Loans | $408.70 | $380 | € 157.60 | € 105.30 | $400 | ||
Base Rate Loan Interest Rate Margin Percentage, Minimum | 0.75% | 0.75% | 1.50% | 1.50% | 1.50% | 0.75% | |
Base Rate Loan Interest Rate Margin Percentage, Maximum | 1.50% | 1.50% | 2.25% | 2.25% | 1.50% | 1.50% | |
Eurocurrency Rate Loan Interest Rate Margin Percentage, Minimum | 1.75% | 1.75% | 2.50% | 2.50% | 2.50% | 1.75% | |
Eurocurrency Rate Interest Rate Loan Margin Percentage, Maximum | 2.50% | 2.50% | 3.25% | 3.25% | 2.50% | 2.50% | |
Write off of Deferred Debt Issuance Cost | 2.6 | ||||||
Expenses Incurred During Refinance Of Debt | 0.5 | ||||||
Debt discount | 40.3 | ||||||
Deferred Finance Costs, Net | 15.7 | ||||||
Long-term Debt, Weighted Average Interest Rate | 2.61% | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500 | ||||||
Line of Credit Facility, Remaining Borrowing Capacity | 499.9 | ||||||
DB Letter of Credit Subfacility, Remaining Borrowing Capacity | 199.9 | ||||||
Letters of Credit, Maximum Capacity | 628.1 | ||||||
Letters of Credit, Amount Outstanding | $362.20 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Accrued Liabilities [Abstract] | ||||
Accrued payroll | $108,640 | $99,583 | ||
Advance payment from customers | 58,050 | 61,431 | ||
Accrued taxes | 71,793 | 34,165 | ||
Accrued Asbestos Liability | 59,354 | [1] | 58,501 | [1] |
Warranty liability - current portion | 34,808 | 35,678 | ||
Accrued restructuring liability - current portion | 12,162 | 25,406 | ||
Accrued third-party commissions | 12,695 | 12,320 | ||
Other | 92,611 | 120,136 | ||
Accrued liabilities | $450,113 | $447,220 | ||
[1] | Represents current reserves for probable and reasonably estimable asbestos-related liability cost that the Company believes the subsidiaries will pay through the next 15 years, overpayments by certain insurers and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Companybs insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. |
Accrued_Liabilities_Details_1
Accrued Liabilities (Details 1) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Warranty liability, beginning of period | $40,437 | $2,987 |
Accrued warranty expense | 16,633 | 9,728 |
Changes in estimates related to pre-existing warranties | -693 | 15 |
Cost of warranty service work performed | -14,862 | -18,200 |
Acquisitions | 0 | 47,341 |
Foreign exchange translation effect | -476 | -1,300 |
Warranty liability, end of period | $41,039 | $40,571 |
Accrued_Liabilities_Details_2
Accrued Liabilities (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | |
Balance at Beginning of Period | $27,354 | |
Provisions | 17,428 | |
Payments | -31,427 | |
Foreign Currency Translation | 174 | |
Balance at End of Period | 13,529 | [1] |
Gas and Fluid Handling [Member] | ||
Balance at Beginning of Period | 4,237 | |
Provisions | 4,744 | |
Payments | -6,481 | |
Foreign Currency Translation | -8 | |
Balance at End of Period | 2,492 | [1] |
Fabrication Technology [Member] | ||
Balance at Beginning of Period | 21,595 | |
Provisions | 12,684 | |
Payments | -24,749 | |
Foreign Currency Translation | 199 | |
Balance at End of Period | 9,729 | [1] |
Corporate and Other [Member] | ||
Balance at Beginning of Period | 1,522 | |
Provisions | 0 | |
Payments | -197 | |
Foreign Currency Translation | -17 | |
Balance at End of Period | 1,308 | [1] |
Employee Severance [Member] | Gas and Fluid Handling [Member] | ||
Balance at Beginning of Period | 3,060 | [2] |
Provisions | 4,014 | [2] |
Payments | -5,426 | [2] |
Foreign Currency Translation | -43 | [2] |
Balance at End of Period | 1,605 | [1],[2] |
Employee Severance [Member] | Fabrication Technology [Member] | ||
Balance at Beginning of Period | 14,637 | [2] |
Provisions | 10,661 | [2] |
Payments | -18,213 | [2] |
Foreign Currency Translation | 275 | [2] |
Balance at End of Period | 7,360 | [1],[2] |
Facility Closing [Member] | Gas and Fluid Handling [Member] | ||
Balance at Beginning of Period | 1,177 | [3] |
Provisions | 529 | [3] |
Payments | -878 | [3] |
Foreign Currency Translation | 20 | [3] |
Balance at End of Period | 848 | [1],[3] |
Facility Closing [Member] | Fabrication Technology [Member] | ||
Balance at Beginning of Period | 6,925 | [3] |
Provisions | 1,096 | [3] |
Payments | -5,622 | [3] |
Foreign Currency Translation | -6 | [3] |
Balance at End of Period | 2,393 | [1],[3] |
Facility Closing [Member] | Corporate and Other [Member] | ||
Balance at Beginning of Period | 1,522 | [3] |
Provisions | 0 | [3] |
Payments | -197 | [3] |
Foreign Currency Translation | -17 | [3] |
Balance at End of Period | 1,308 | [1],[3] |
Other Restructuring [Member] | Gas and Fluid Handling [Member] | ||
Balance at Beginning of Period | 0 | |
Provisions | 201 | |
Payments | -177 | |
Foreign Currency Translation | 15 | |
Balance at End of Period | 39 | [1] |
Other Restructuring [Member] | Fabrication Technology [Member] | ||
Balance at Beginning of Period | 33 | |
Provisions | 927 | |
Payments | -914 | |
Foreign Currency Translation | -70 | |
Balance at End of Period | ($24) | [1] |
[1] | As of SeptemberB 27, 2013, $12.2 million and $1.3 million of the Companybs restructuring liability was included in Accrued liabilities and Other liabilities, respectively. | |
[2] | Includes severance and other termination benefits, including outplacement services. The Company recognizes the cost of involuntary termination benefits at the communication date or ratably over any remaining expected future service period. Voluntary termination benefits are recognized as a liability and an expense when employees accept the offer and the amount can be reasonably estimated. | |
[3] | Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure of facilities. |
Accrued_Liabilities_Details_Te
Accrued Liabilities (Details Textual) (USD $) | 3 Months Ended | |
Sep. 27, 2013 | Dec. 31, 2012 | |
Accrued Liabilities [Abstract] | ||
Restructuring and Related Cost, Expected Cost | $20,000,000 | |
Restructuring Reserve, Current | 12,162,000 | 25,406,000 |
Restructuring Reserve, Noncurrent | $1,300,000 |
Net_Periodic_Benefit_CostDefin2
Net Periodic Benefit Cost-Defined Benefit Plans (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Pension Benefits-U.S. Plans: [Member] | ||||
Service cost | $0 | $0 | $0 | $0 |
Interest cost | 4,352 | 4,699 | 13,126 | 14,044 |
Expected return on plan assets | -6,192 | -6,050 | -18,611 | -18,093 |
Amortization | 1,964 | 1,800 | 5,891 | 5,400 |
Net periodic benefit cost | 124 | 449 | 406 | 1,351 |
Pension Benefits-Non U.S. Plans: [Member] | ||||
Service cost | 598 | 828 | 2,420 | 2,388 |
Interest cost | 11,089 | 11,638 | 33,293 | 34,573 |
Expected return on plan assets | -8,295 | -8,143 | -24,785 | -24,467 |
Amortization | 626 | 184 | 1,857 | 564 |
Net periodic benefit cost | 4,018 | 4,507 | 12,785 | 13,058 |
Other Post-Retirement Benefits: [Member] | ||||
Service cost | 32 | 50 | 167 | 152 |
Interest cost | 229 | 310 | 686 | 949 |
Amortization | 176 | 232 | 529 | 698 |
Net periodic benefit cost | $437 | $592 | $1,382 | $1,799 |
Financial_Instruments_and_Fair2
Financial Instruments and Fair Value Measurements (Details) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Cash and Cash Equivalents, Fair Value Disclosure | $299,700 | $133,878 |
Deferred Compensation Plan Assets | 2,887 | 2,542 |
Deferred Compensation Liability, Current and Noncurrent | 2,887 | 2,542 |
Business Acquisition, Contingent Consideration, Potential Cash Payment | 7,034 | 6,517 |
Assets, Fair Value Disclosure | 315,599 | 146,791 |
Liabilities, Fair Value Disclosure | 13,550 | 13,734 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 299,700 | 133,878 |
Assets, Fair Value Disclosure | 299,700 | 133,878 |
Fair Value, Inputs, Level 2 [Member] | ||
Deferred Compensation Plan Assets | 2,887 | 2,542 |
Deferred Compensation Liability, Current and Noncurrent | 2,887 | 2,542 |
Assets, Fair Value Disclosure | 15,899 | 12,913 |
Liabilities, Fair Value Disclosure | 6,516 | 7,217 |
Fair Value, Inputs, Level 3 [Member] | ||
Business Acquisition, Contingent Consideration, Potential Cash Payment | 7,034 | 6,517 |
Liabilities, Fair Value Disclosure | 7,034 | 6,517 |
Foreign currency contracts related to sales | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 9,049 | 6,832 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | 3,084 | 2,249 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1,308 | 1,024 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 809 | 1,693 |
Foreign currency contracts related to sales | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 9,049 | 6,832 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | 3,084 | 2,249 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 1,308 | 1,024 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 809 | 1,693 |
Foreign currency contracts related to purchases | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 399 | 213 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | 480 | 1,077 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 799 | 896 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 713 | 1,062 |
Foreign currency contracts related to purchases | Fair Value, Inputs, Level 2 [Member] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 399 | 213 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | 480 | 1,077 |
Derivative Instruments in Hedges, Liabilities, at Fair Value | 799 | 896 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | $713 | $1,062 |
Financial_Instruments_and_Fair3
Financial Instruments and Fair Value Measurements (Details 1) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Total foreign currency derivatives | $693,213 | $698,528 |
Not Designated As Hedging Instrument [Member] | ||
Foreign currency contracts sold | 221,268 | 301,185 |
Foreign currency contracts purchased | 235,665 | 121,741 |
Designated As Hedging Instrument [Member] | ||
Foreign currency contracts sold | 187,997 | 238,537 |
Foreign currency contracts purchased | $48,283 | $37,065 |
Financial_Instruments_and_Fair4
Financial Instruments and Fair Value Measurements (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Designated As Hedging Instrument [Member] | Interest Rate Swap [Member] | ||||
Derivative Instruments, Gain (Loss) Recognized in Income, Net | $0 | $0 | $0 | ($471) |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to sales | ||||
Unrealized Gain (Loss) on Derivatives | 3,248 | 3,070 | 2,658 | 822 |
Foreign Currency Transaction Gain (Loss), Realized | 3,355 | 1,757 | -116 | 1,077 |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to purchases | ||||
Unrealized Gain (Loss) on Derivatives | 908 | 497 | -145 | -352 |
Foreign Currency Transaction Gain (Loss), Realized | -1,425 | -579 | 76 | -344 |
Designated As Hedging Instrument [Member] | Net Investment Hedging [Member] | ||||
Unrealized Gain (Loss) on Derivatives | -13,562 | -2,760 | -6,299 | -2,764 |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to sales | ||||
Unrealized Gain (Loss) on Derivatives | 2,765 | 1,774 | 1,495 | 154 |
Foreign Currency Transaction Gain (Loss), Realized | 1,940 | 879 | 1,162 | 1,789 |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to purchases | ||||
Unrealized Gain (Loss) on Derivatives | 63 | -223 | 513 | 3 |
Foreign Currency Transaction Gain (Loss), Realized | -1,121 | 1 | 579 | -33 |
Not Designated As Hedging Instrument [Member] | Acquisition Related [Member] | ||||
Foreign Currency Transaction Gain (Loss), Realized | $0 | $0 | $0 | ($7,177) |
Financial_Instruments_and_Fair5
Financial Instruments and Fair Value Measurements (Details 3) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 |
Balance at January 1, 2013 | $6,517 | |
Additions to Contingent Consideration | 3,592 | |
Interest Accretion | 425 | |
Cash payment | -3,500 | 0 |
Balance at September 27, 2013 | $7,034 |
Financial_Instruments_and_Fair6
Financial Instruments and Fair Value Measurements (Details Textual) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 |
In Billions, unless otherwise specified | ||
Financial Instruments and Fair Value Measurements [Abstract] | ||
Long-term Debt, Fair Value | $1.50 | $1.70 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) | 9 Months Ended | |||
Sep. 27, 2013 | Sep. 28, 2012 | |||
Asbestos_claims | Asbestos_claims | |||
Claims unresolved, beginning of period | 23,523 | [1] | 25,281 | [1] |
Claims filed(2) | 3,298 | [1],[2] | 3,281 | [1],[2] |
Claims resolved(3) | -3,875 | [1],[3] | -4,703 | [1],[3] |
Claims unresolved, end of period | 22,946 | [1] | 23,859 | [1] |
[1] | Excludes claims filed by one legal firm that have been badministratively dismissed.b | |||
[2] | Claims filed include all asbestos claims for which notification has been received or a file has been opened. | |||
[3] | Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 1) (USD $) | Sep. 27, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Current asbestos insurance asset(1) | $32,893 | [1] | $35,566 | [1] |
Current asbestos insurance receivable(1) | 42,031 | [1] | 36,778 | [1] |
Long-term asbestos insurance asset(2) | 307,445 | [2] | 315,363 | [2] |
Long-term asbestos insurance receivable(2) | 20,934 | [2] | 7,063 | [2] |
Accrued asbestos liability(3) | 59,354 | [3] | 58,501 | [3] |
Long-term asbestos liability(4) | $367,493 | [4] | $375,493 | [4] |
[1] | Included in Other current assets in the Condensed Consolidated Balance Sheets. | |||
[2] | Included in Other assets in the Condensed Consolidated Balance Sheets. | |||
[3] | Represents current reserves for probable and reasonably estimable asbestos-related liability cost that the Company believes the subsidiaries will pay through the next 15 years, overpayments by certain insurers and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Companybs insurers, which is included in Accrued liabilities in the Condensed Consolidated Balance Sheets. | |||
[4] | Included in Other liabilities in the Condensed Consolidated Balance Sheets. |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details Textual) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 27, 2013 |
Future Claims Period | 15 years |
Liability for Asbestos and Environmental Claims, Net, Period Increase (Decrease) | $0.60 |
Asbestos Liability Increase | 10.8 |
Asbestos Insurance Asset Increase | $10.20 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2013 | Sep. 28, 2012 | Sep. 27, 2013 | Sep. 28, 2012 |
Net sales | $1,014,570 | $954,440 | $3,035,831 | $2,886,459 |
Income before income taxes | 85,262 | 28,109 | 227,898 | 19,561 |
Interest expense | 17,536 | 23,557 | 58,879 | 68,280 |
Restructuring and other related charges | 8,737 | 15,865 | 17,428 | 43,066 |
Segment operating income (loss) | 111,535 | 67,531 | 304,205 | 130,907 |
Gas Handling [Member] | ||||
Net sales | 349,485 | 311,919 | 977,016 | 898,081 |
Fluid Handling [Member] | ||||
Net sales | 161,875 | 152,954 | 476,212 | 488,618 |
Welding and Cutting [Member] | ||||
Net sales | 503,210 | 489,567 | 1,582,603 | 1,499,760 |
Gas and Fluid Handling [Member] | ||||
Net sales | 511,360 | 464,873 | 1,453,228 | 1,386,699 |
Segment operating income (loss) | 67,413 | 33,925 | 179,341 | 98,846 |
Fabrication Technology [Member] | ||||
Net sales | 503,210 | 489,567 | 1,582,603 | 1,499,760 |
Segment operating income (loss) | 57,583 | 43,855 | 161,478 | 106,262 |
Corporate and Other [Member] | ||||
Segment operating income (loss) | ($13,461) | ($10,249) | ($36,614) | ($74,201) |