DOCUMENT_AND_ENTITY_INFORMATIO
DOCUMENT AND ENTITY INFORMATION | 6 Months Ended |
Jun. 27, 2014 | |
Document and Entity Information [Abstract] | ' |
Entity Registrant Name | 'Colfax CORP |
Entity Central Index Key | '0001420800 |
Current Fiscal Year End Date | '--12-31 |
Entity Filer Category | 'Large Accelerated Filer |
Trading Symbol | 'cfx |
Entity Common Stock, Shares Outstanding | 123,671,171 |
Document Type | '10-Q |
Amendment Flag | 'false |
Document Period End Date | 27-Jun-14 |
Document Fiscal Period Focus | 'Q2 |
Document Fiscal Year Focus | '2014 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Net sales | $1,199,336 | $1,074,118 | $2,253,667 | $2,021,261 | ||||
Cost of sales | 811,165 | 736,296 | 1,539,864 | 1,392,714 | ||||
Gross profit | 388,171 | 337,822 | 713,803 | 628,547 | ||||
Selling, general and administrative expense | 279,029 | 221,693 | 510,611 | 435,877 | ||||
Restructuring and other related charges | 13,474 | [1] | 4,477 | [1] | 19,786 | [1] | 8,691 | [1] |
Operating income | 95,668 | 111,652 | 183,406 | 183,979 | ||||
Interest expense | 13,624 | [1] | 18,054 | [1] | 25,946 | [1] | 41,343 | [1] |
Income before income taxes | 82,044 | [1] | 93,598 | [1] | 157,460 | [1] | 142,636 | [1] |
(Benefit from) provision for income taxes | -116,300 | 26,398 | -95,721 | 43,161 | ||||
Net income | 198,344 | 67,200 | 253,181 | 99,475 | ||||
Less: income attributable to noncontrolling interest, net of taxes | 6,559 | 8,808 | 14,606 | 13,448 | ||||
Net income attributable to Colfax Corporation | 191,785 | 58,392 | 238,575 | 86,027 | ||||
Dividends on preferred stock | 0 | 5,086 | 2,348 | 10,168 | ||||
Preferred stock conversion inducement payment | ' | ' | 19,565 | 0 | ||||
Net income available to Colfax Corporation common shareholders | $191,785 | $53,306 | $216,662 | $75,859 | ||||
Net income per share - basic | $1.55 | $0.53 | $1.83 | $0.75 | ||||
Net income per share - diluted | $1.53 | $0.52 | $1.81 | $0.74 | ||||
[1] | The following is a reconciliation of Income before income taxes to segment operating income: |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $198,344 | $67,200 | $253,181 | $99,475 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation, net of tax of $0, $(475), $0 and $(624) | 46,531 | -41,833 | 40,882 | -173,953 |
Unrealized gain (loss) on hedging activities, net of tax of $258, $0, $125 and $(643) | 3,292 | -4,339 | 3,124 | 3,425 |
Changes in deferred tax related to pension and other postretirement benefit cost | 1,934 | 0 | 1,934 | 0 |
Amounts reclassified from Accumulated other comprehensive income (loss): | ' | ' | ' | ' |
Net pension and other postretirement benefit cost, net of tax of $132, $213, $305 and $354 | 1,741 | 2,563 | 3,634 | 5,157 |
Other comprehensive income (loss) | 53,498 | -43,609 | 49,574 | -165,371 |
Comprehensive income (loss) | 251,842 | 23,591 | 302,755 | -65,896 |
Less: comprehensive income attributable to noncontrolling interest | 8,691 | 222 | 13,510 | 950 |
Comprehensive income (loss) attributable to Colfax Corporation | $243,151 | $23,369 | $289,245 | ($66,846) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Parenthetical] (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | ||||
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' | ||||
Foreign currency translation, tax | $0 | ($475) | $0 | ($624) | ||||
Unrealized gain (loss) on hedging activities, tax | 258 | 0 | 125 | -643 | ||||
Net pension and other postretirement benefit cost, tax | $132 | [1] | $213 | [1] | $305 | [1] | $354 | [1] |
[1] | Included in the computation of net periodic benefit (income) cost. See Note 11, “Net Periodic Benefit Cost - Defined Benefit Plans†for additional details. |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $333,969 | $311,301 |
Trade receivables, less allowance for doubtful accounts of $29,056 and $31,282 | 1,152,915 | 1,029,718 |
Inventories, net | 569,197 | 445,153 |
Other current assets | 354,671 | 351,124 |
Total current assets | 2,410,752 | 2,137,296 |
Property, plant and equipment, net | 812,353 | 756,507 |
Goodwill | 3,065,776 | 2,391,270 |
Intangible assets, net | 1,162,006 | 832,553 |
Other assets | 476,946 | 471,423 |
Total assets | 7,927,833 | 6,589,049 |
LIABILITIES AND EQUITY | ' | ' |
Current portion of long-term debt | 60,411 | 29,449 |
Accounts payable | 826,395 | 862,125 |
Accrued liabilities | 530,475 | 489,221 |
Total current liabilities | 1,417,281 | 1,380,795 |
Long-term debt, less current portion | 1,811,579 | 1,457,642 |
Other liabilities | 1,049,567 | 1,009,489 |
Total liabilities | 4,278,427 | 3,847,926 |
Equity: | ' | ' |
Preferred stock, $0.001 par value; 20,000,000 shares authorized; none and 13,877,552 issued and outstanding | 0 | 14 |
Common stock, $0.001 par value; 400,000,000 shares authorized; 123,671,171 and 101,921,613 issued and outstanding | 124 | 102 |
Additional paid-in capital | 3,173,873 | 2,541,005 |
Retained earnings | 236,038 | 19,376 |
Accumulated other comprehensive income (loss) | 4,070 | -46,600 |
Total Colfax Corporation equity | 3,414,105 | 2,513,897 |
Noncontrolling interest | 235,301 | 227,226 |
Total equity | 3,649,406 | 2,741,123 |
Total liabilities and equity | $7,927,833 | $6,589,049 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts | $29,056 | $31,282 |
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 | 0 | 13,877,552 |
Preferred Stock, Shares Outstanding | 0 | 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 | 123,971,171 | 101,921,613 |
Common Stock, Shares, Outstanding | 123,971,171 | 101,921,613 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENT OF EQUITY (USD $) | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | |||||||
Balance at Dec. 31, 2013 | $2,741,123 | $102 | $14 | $2,541,005 | $19,376 | ($46,600) | $227,226 |
Shares, Outstanding at Dec. 31, 2013 | ' | 101,921,613 | 13,877,552 | ' | ' | ' | ' |
Net Income Attributable to Parent | 238,575 | ' | ' | ' | 238,575 | ' | ' |
Net Income Attributable to Noncontrolling Interest | 14,606 | ' | ' | ' | ' | ' | 14,606 |
Net Income | 253,181 | ' | ' | ' | ' | ' | ' |
Distributions to noncontrolling owners | -5,435 | ' | ' | ' | ' | ' | -5,435 |
Preferred stock dividend | -2,348 | ' | ' | ' | -2,348 | ' | ' |
Common Shares, Converted from Preferred, Value | ' | 12 | ' | 2 | ' | ' | ' |
Common Shares, Converted from Preferred | ' | 12,173,291 | ' | ' | ' | ' | ' |
Preferred Shares, Converted into Common, Value | ' | ' | -14 | ' | ' | ' | ' |
Preferred Shares, Converted into Common | ' | ' | -13,877,552 | ' | ' | ' | ' |
Preferred stock conversion inducement payment | -19,565 | ' | ' | ' | -19,565 | ' | ' |
Other comprehensive income (loss), net of tax of $(1.5) million | 49,574 | ' | ' | ' | ' | 50,670 | -1,096 |
Common stock issuance, net of costs of $22.1 million | 610,363 | 9 | ' | 610,354 | ' | ' | ' |
Common stock issuance, shares | 9,200,000 | 9,200,000 | ' | ' | ' | ' | ' |
Common stock-based award activity | 10,663 | ' | ' | 10,663 | ' | ' | ' |
Common stock-based award activity (in shares) | ' | 193,267 | ' | ' | ' | ' | ' |
Contribution to defined benefit pension plan | 11,850 | 1 | ' | 11,849 | ' | ' | ' |
Contribution to defined benefit pension plan (in shares) | 183,000 | 183,000 | ' | ' | ' | ' | ' |
Balance at Jun. 27, 2014 | $3,649,406 | $124 | $0 | $3,173,873 | $236,038 | $4,070 | $235,301 |
Shares, Outstanding at Jun. 27, 2014 | ' | 123,671,171 | 0 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME4
CONDENSED CONSOLIDATED STATEMENT OF EQUITY Statement of Stockholders' Equity [Parenthetical] (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 27, 2014 |
Statement of Stockholders' Equity [Parenthetical] [Abstract] | ' |
Equity issuance costs | $22.10 |
Other comprehensive income (loss), tax | ($1.50) |
CONDENSED_CONSOLIDATED_STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 |
Statement of Cash Flows [Abstract] | ' | ' |
Net income | $253,181 | $99,475 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation, amortization and impairment charges | 86,754 | 55,579 |
Stock-based compensation expense | 8,362 | 6,147 |
Non-cash interest expense | 4,574 | 10,187 |
Deferred income tax (benefit) provision | -152,208 | 4,622 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Trade receivables, net | -49,468 | -86,098 |
Inventories, net | -19,620 | 4,417 |
Accounts payable | -65,352 | 35,599 |
Changes in other operating assets and liabilities | -26,765 | -44,246 |
Net cash provided by operating activities | 39,458 | 85,682 |
Cash flows from investing activities: | ' | ' |
Purchases of fixed assets, net | -42,209 | -35,643 |
Payments to Acquire Businesses, Net of Cash Acquired | -951,186 | 0 |
Net cash used in investing activities | -993,395 | -35,643 |
Cash flows from financing activities: | ' | ' |
Borrowings under term credit facility | 150,000 | 50,861 |
Payments under term credit facility | 0 | -274,695 |
Proceeds from borrowings on revolving credit facilities | 997,442 | 182,590 |
Repayments of borrowings on revolving credit facilities | -760,454 | -190,187 |
Proceeds from issuance of common stock, net | 612,663 | 322,812 |
Preferred stock conversion inducement payment | -19,565 | 0 |
Payments of dividend on preferred stock | -3,853 | -10,168 |
Other | -9,776 | -11,171 |
Net cash provided by financing activities | 966,457 | 70,042 |
Effect of foreign exchange rates on Cash and cash equivalents | 10,148 | -14,593 |
Increase in Cash and cash equivalents | 22,668 | 105,488 |
Cash and cash equivalents, beginning of period | 311,301 | 482,449 |
Cash and cash equivalents, end of period | $333,969 | $587,937 |
General
General | 6 Months Ended |
Jun. 27, 2014 | |
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, 2013 is derived from the Company’s audited financial statements. During the three months ended June 27, 2014, adjustments were made retrospectively to provisional amounts recorded as of December 31, 2013, primarily due to the Company’s valuation of specific items related to acquisitions that occurred in the three months ended December 31, 2013. 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, 2013 (the “2013 Form 10-K”), filed with the SEC on February 12, 2014. | |
The Condensed Consolidated Financial Statements reflect, in the opinion of management, all adjustments, which 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. | |
In February 2014, the Venezuelan government introduced an additional auction-based foreign exchange system (“SICAD II”) which began operating on March 24, 2014. As there are multiple legal mechanisms in Venezuela to exchange currency, the Company has determined the SICAD II to be the most appropriate rate with which to remeasure the Company’s Venezuelan operations. The adoption of the SICAD II resulted in an 87% devaluation relative to the U.S. dollar from the previously used official rate of 6.3 bolivar fuerte to the U.S. dollar. As of June 27, 2014 and for the three and six months ended June 27, 2014, the Company's Venezuelan operations 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 $0.8 million in the Condensed Consolidated Balance Sheet as of June 27, 2014. The change in exchange rates resulted in a foreign currency transaction loss of $6.3 million recognized in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2014. | |
The results of operations for the three and six months ended June 27, 2014 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 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 | 6 Months Ended |
Jun. 27, 2014 | |
Accounting Policies [Abstract] | ' |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The adoption of ASU No. 2013-11 during the six months ended June 27, 2014 did not have a material impact on the Company’s Condensed Consolidated Balance Sheet. As of June 27, 2014, $32.5 million of unrecognized tax benefit was presented as a reduction to the Company’s deferred tax asset, which is included in Other assets in the Condensed Consolidated Balance Sheet. As ASU No. 2013-11 was not adopted retrospectively, $9.2 million of unrecognized tax benefits are included in Other liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2013. | |
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)—Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU No. 2014-08”). ASU No. 2014-08 changes the requirements for reporting discontinued operations. Under ASU No. 2014-08, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the entity’s operations and financial results. Additionally, ASU No. 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, with early adoption permitted for disposals that have not been reported in financial statements previously issued. The Company will apply the provisions of ASU No. 2014-08 to future reporting of discontinued operations. | |
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU No. 2014-09”). ASU No. 2014-09 clarifies the principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance affects entities that enter into contracts with customers to transfer goods or services, and supersedes prior GAAP guidance, namely Accounting Standards Codification Topic 605. ASU No. 2014-09 is effective for fiscal years beginning after December 15, 2016, and is to be applied retrospectively, or on a modified retrospective basis. Early adoption is not permitted. The Company is currently evaluating the impact of adopting ASU No. 2014-09 on its Consolidated Financial Statements. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||
Jun. 27, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
Business Combination Disclosure [Text Block] | ' | ||||||
Acquisitions | |||||||
Victor Technologies Holdings, Inc. | |||||||
On April 14, 2014, Colfax completed the acquisition of the common stock of Victor Technologies Holdings, Inc. (“Victor”) for total net cash consideration of $951.2 million, including the assumption of debt, subject to certain adjustments (the “Victor Acquisition”). Victor is a global manufacturer of cutting, gas control and specialty welding solutions. The acquisition will complement the geographic footprint of our fabrication technology segment, as well as expand our product portfolio into new segments and applications. | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of the Victor Acquisition. The amounts represent the Company’s best estimate of the aggregate fair value of the assets acquired and liabilities assumed. These amounts are based upon certain valuations, studies and analyses that have yet to be finalized, and accordingly, the assets acquired and liabilities assumed, as detailed below, are subject to adjustment once the detailed analyses are completed. Substantially all of the Goodwill recognized is not expected to be deductible for income tax purposes. | |||||||
April 14, 2014 | |||||||
(In thousands) | |||||||
Trade receivables | $ | 76,778 | |||||
Inventories | 112,277 | ||||||
Property, plant and equipment | 59,273 | ||||||
Goodwill | 619,862 | ||||||
Intangible assets | 378,900 | ||||||
Accounts payable | (34,134 | ) | |||||
Other assets and liabilities, net | (261,770 | ) | |||||
Consideration, net of cash acquired | $ | 951,186 | |||||
The following table summarizes Intangible assets acquired, excluding Goodwill, as of April 14, 2014: | |||||||
Intangible Asset | Weighted-Average Amortization Period (Years) | ||||||
(In thousands) | |||||||
Customer relationships | $ | 281,156 | 12.83 | ||||
Acquired technology | 18,602 | 10 | |||||
Other intangible assets | 25,842 | 9.35 | |||||
Total amortizable intangible assets | $ | 325,600 | 12.39 | ||||
Trade names – indefinite life | $ | 53,300 | n/a | ||||
During the six months end June 27, 2014, the Company’s Consolidated Statement of Operations included $108.1 million and $7.5 million of Net sales and Net income, respectively, associated with the Victor Acquisition. In connection with the Victor Acquisition, the Company incurred advisory, legal, valuation and other professional service fees of $2.7 million included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations and $2.7 million of termination payments to Victor executives included in Restructuring and other related charges in the Condensed Consolidated Statements of Operations for both the three and six months ended June 27, 2014. | |||||||
Other | |||||||
During the three months ended December 31, 2013, the Company completed four acquisitions: the global infrastructure and industry division of Fläkt Woods Group, Sistemas Centrales de Lubrication S.A. de C.V., ČKD Kompresory a.s., and certain business units of The New York Blower Company, including TLT-Babcock Inc. and Alphair Ventilating Systems Inc. These four acquisitions were accounted for using the acquisition method of accounting for which the Company is continuing to evaluate the fair value of the assets acquired and liabilities assumed during the measurement period, as certain valuations, studies and analyses are yet to be finalized. During the three months ended June 27, 2014, the Company retrospectively adjusted provisional amounts with respect to these four acquisitions 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 six months ended June 27, 2014 of $6.7 million increased the Goodwill balance. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets Text Block | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||
The following table summarizes the activity in Goodwill, by segment, during the six months ended June 27, 2014: | ||||||||||||||||
Gas and Fluid | Fabrication | Total | ||||||||||||||
Handling | Technology | |||||||||||||||
(In thousands) | ||||||||||||||||
Balance, December 31, 2013 | $ | 1,513,772 | $ | 877,498 | $ | 2,391,270 | ||||||||||
Goodwill attributable to Victor Acquisition | — | 619,862 | 619,862 | |||||||||||||
Impact of foreign currency translation and other | 26,969 | 27,675 | 54,644 | |||||||||||||
Balance, June 27, 2014 | $ | 1,540,741 | $ | 1,525,035 | $ | 3,065,776 | ||||||||||
The following table summarizes the Intangible assets, excluding Goodwill: | ||||||||||||||||
27-Jun-14 | December 31, 2013 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||
Amount | Amount | |||||||||||||||
(In thousands) | ||||||||||||||||
Trade names – indefinite life | $ | 454,395 | $ | — | $ | 412,341 | $ | — | ||||||||
Acquired customer relationships | 624,977 | (66,143 | ) | 353,337 | (51,675 | ) | ||||||||||
Acquired technology | 124,529 | (24,775 | ) | 114,647 | (22,757 | ) | ||||||||||
Acquired backlog | 71,503 | (67,803 | ) | 73,476 | (65,919 | ) | ||||||||||
Other intangible assets | 54,621 | (9,298 | ) | 26,061 | (6,958 | ) | ||||||||||
$ | 1,330,025 | $ | (168,019 | ) | $ | 979,862 | $ | (147,309 | ) | |||||||
See Note 3, “Acquisitions” for additional information regarding the activity in Goodwill and intangible assets associated with the Victor Acquisition. | ||||||||||||||||
During the six months ended June 27, 2014, an analysis was performed to evaluate certain long-lived and indefinite-lived intangible assets related to a specific operation within the gas- and fluid-handling segment due to the decision to substantially reduce its operations. The analysis determined the long-lived and indefinite-lived intangible assets, primarily consisting of trade names, acquired customer relationships, and acquired technology, were no longer recoverable based upon relief from royalty measurements and projected undiscounted net cash flows. The analysis resulted in a $12.1 million impairment loss, included in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2014. | ||||||||||||||||
As of June 27, 2014, total amortization expense for amortizable intangible assets is expected to be $60.6 million, $69.3 million, $65.6 million, $61.6 million, $58.3 million and $55.0 million for the years ending December 31, 2014, 2015, 2016, 2017, 2018 and 2019, respectively. |
Net_Income_Per_Share
Net Income Per Share | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||||||
Net Income Per Share | ||||||||||||||||
Net income per share available to Colfax Corporation common shareholders was computed as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Computation of Net income per share - basic: | ||||||||||||||||
Net income available to Colfax Corporation common shareholders | $ | 191,785 | $ | 53,306 | $ | 216,662 | $ | 75,859 | ||||||||
Less: net income attributable to participating securities(1) | — | (845 | ) | — | (3,740 | ) | ||||||||||
$ | 191,785 | $ | 52,461 | $ | 216,662 | $ | 72,119 | |||||||||
Weighted-average shares of Common stock outstanding - basic | 123,808,859 | 98,219,835 | 118,279,102 | 96,257,214 | ||||||||||||
Net income per share - basic | $ | 1.55 | $ | 0.53 | $ | 1.83 | $ | 0.75 | ||||||||
Computation of Net income per share - diluted: | ||||||||||||||||
Net income available to Colfax Corporation common shareholders | $ | 191,785 | $ | 53,306 | $ | 216,662 | $ | 75,859 | ||||||||
Less: net income attributable to participating securities(1) | — | — | — | (3,740 | ) | |||||||||||
Add: dividends on preferred stock(1) | — | 5,086 | — | — | ||||||||||||
$ | 191,785 | $ | 58,392 | $ | 216,662 | $ | 72,119 | |||||||||
Weighted-average shares of Common stock outstanding - basic | 123,808,859 | 98,219,835 | 118,279,102 | 96,257,214 | ||||||||||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,676,621 | 1,129,832 | 1,638,638 | 1,027,823 | ||||||||||||
Net effect of potentially dilutive securities - convertible preferred stock(1) | — | 12,173,291 | — | — | ||||||||||||
Weighted-average shares of Common stock outstanding - diluted | 125,485,480 | 111,522,958 | 119,917,740 | 97,285,037 | ||||||||||||
Net income per share - diluted | $ | 1.53 | $ | 0.52 | $ | 1.81 | $ | 0.74 | ||||||||
(1) Net income per share - diluted for periods prior to April 23, 2013 was calculated consistently with the two-class method in accordance with GAAP as the outstanding shares of Series A Perpetual Convertible Preferred Stock were considered participating securities. Subsequent to April 23, 2013 and prior to February 12, 2014, Net income per share - diluted was calculated consistently with the if-converted method in accordance with GAAP until the outstanding shares of Series A Perpetual Convertible Preferred Stock were converted to Common stock. However, for the six months ended June 28, 2013, the calculation under this method was anti-dilutive. In addition, weighted-average shares outstanding - diluted for the six months ended June 27, 2014 excludes the weighted average effect of 2.8 million Common stock equivalents for the period from January 1, 2014 through February 12, 2014, as their inclusion would be anti-dilutive. See Note 7, “Equity” for further discussion of the Series A Perpetual Convertible Preferred Stock conversion. | ||||||||||||||||
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 June 27, 2014 and June 28, 2013 excludes approximately 0.7 million and 0.5 million of 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 six months ended June 27, 2014 and June 28, 2013 excludes approximately 0.6 million and 0.7 million of outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive. |
Equity
Equity | 6 Months Ended | |||||||||||||||||||||||
Jun. 27, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||
Shareholders' Equity and Share-based Payments [Text Block] | ' | |||||||||||||||||||||||
Equity | ||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||
On January 15, 2014, the Company contributed 183,000 shares of newly issued Colfax Common stock to its U.S. defined benefit pension plan. | ||||||||||||||||||||||||
On February 20, 2014, the Company sold 9,200,000 shares of newly issued Colfax Common stock to underwriters for public resale pursuant to a shelf registration statement for an aggregate purchase price of $632.5 million. In conjunction with this issuance, the Company recognized $22.1 million in equity issuance costs, which were recorded as a reduction to Additional paid-in capital during the six months ended June 27, 2014. | ||||||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||||
The Company entered into a Conversion Agreement with BDT CF Acquisition Vehicle, LLC (the “BDT Investor”), pursuant to which the BDT Investor exercised its option to convert 13,877,552 shares of Series A Perpetual Convertible Preferred Stock into 12,173,291 shares of the Company’s Common stock plus cash in lieu of a .22807018 share interest, which conversion occurred on February 12, 2014. As consideration for the BDT Investor’s agreement to exercise its optional conversion right, the Company paid approximately $23.4 million to the BDT Investor, of which $19.6 million represents the Preferred stock conversion inducement payment in the Condensed Consolidated Statement of Operations for the six months ended June 27, 2014. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||||||||
The following tables present the changes in the balances of each component of Accumulated other comprehensive income (loss) including reclassifications out of Accumulated other comprehensive income (loss) for the six months ended June 27, 2014 and June 28, 2013. All amounts are net of tax and noncontrolling interest. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized Loss On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at January 1, 2014 | $ | (159,795 | ) | $ | 127,604 | $ | (14,409 | ) | $ | (46,600 | ) | |||||||||||||
Other comprehensive income before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | 32,481 | — | 32,481 | ||||||||||||||||||||
Gain on long-term intra-entity foreign currency transactions | — | 9,531 | — | 9,531 | ||||||||||||||||||||
Gain on net investment hedges | — | — | 4,773 | 4,773 | ||||||||||||||||||||
Unrealized loss on cash flow hedges | — | — | (1,683 | ) | (1,683 | ) | ||||||||||||||||||
Other | 1,934 | — | — | 1,934 | ||||||||||||||||||||
Other comprehensive income before reclassifications | 1,934 | 42,012 | 3,090 | 47,036 | ||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive income (loss) | 3,634 | — | — | 3,634 | ||||||||||||||||||||
Net current period Other comprehensive income | 5,568 | 42,012 | 3,090 | 50,670 | ||||||||||||||||||||
Balance at June 27, 2014 | $ | (154,227 | ) | $ | 169,616 | $ | (11,319 | ) | $ | 4,070 | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized Loss On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at January 1, 2013 | $ | (247,332 | ) | $ | 104,718 | $ | (3,980 | ) | $ | (146,594 | ) | |||||||||||||
Other comprehensive (loss) income before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | (154,230 | ) | — | (154,230 | ) | ||||||||||||||||||
Loss on long-term intra-entity foreign currency transactions | — | (7,299 | ) | — | (7,299 | ) | ||||||||||||||||||
Gain on net investment hedges | — | — | 7,263 | 7,263 | ||||||||||||||||||||
Unrealized loss on cash flow hedges | — | — | (3,764 | ) | (3,764 | ) | ||||||||||||||||||
Other comprehensive (loss) income before reclassifications | — | (161,529 | ) | 3,499 | (158,030 | ) | ||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive income (loss) | 5,157 | — | — | 5,157 | ||||||||||||||||||||
Net current period Other comprehensive income (loss) | 5,157 | (161,529 | ) | 3,499 | (152,873 | ) | ||||||||||||||||||
Balance at June 28, 2013 | $ | (242,175 | ) | $ | (56,811 | ) | $ | (481 | ) | $ | (299,467 | ) | ||||||||||||
The effect on Net income of amounts reclassified out of each component of Accumulated other comprehensive income (loss) for the three and six months ended June 27, 2014 and June 28, 2013 is as follows: | ||||||||||||||||||||||||
Three Months Ended June 27, 2014 | Six Months Ended June 27, 2014 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss(1) | $ | 1,811 | $ | (132 | ) | $ | 1,679 | $ | 3,815 | $ | (305 | ) | $ | 3,510 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 124 | — | 124 | ||||||||||||||||||
$ | 1,873 | $ | (132 | ) | $ | 1,741 | $ | 3,939 | $ | (305 | ) | $ | 3,634 | |||||||||||
Three Months Ended June 28, 2013 | Six Months Ended June 28, 2013 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss(1) | $ | 2,714 | $ | (213 | ) | $ | 2,501 | $ | 5,387 | $ | (354 | ) | $ | 5,033 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 124 | — | 124 | ||||||||||||||||||
$ | 2,776 | $ | (213 | ) | $ | 2,563 | $ | 5,511 | $ | (354 | ) | $ | 5,157 | |||||||||||
(1) Included in the computation of net periodic benefit (income) cost. See Note 11, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. | ||||||||||||||||||||||||
During the six months ended June 27, 2014 and June 28, 2013, Noncontrolling interest decreased by $1.1 million and $12.5 million, respectively, as a result of Other comprehensive loss, primarily due to foreign currency translation adjustment. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 27, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
Income Taxes | |
Income before income taxes was $82.0 million and $157.5 million and the Benefit from income taxes was $116.3 million and $95.7 million for the three and six months ended June 27, 2014, respectively. The Benefit from income taxes for both periods was impacted by the reassessment of the realizability of certain deferred tax assets as a result of the effect of the Victor Acquisition on expected future income. This reassessment resulted in a decrease in the Company’s valuation allowance against U.S. deferred tax assets. The reduction in the valuation allowance created a non-cash income tax benefit for the three and six months ended June 27, 2014 of $113.1 million. Additionally, a tax benefit of $19.4 million was included in Benefit from income taxes in the Condensed Consolidated Statements of Operations for the three and six months ended June 27, 2014 associated with the resolution of a liability for unrecognized tax benefits. These items are the principal reasons for a tax benefit rather than a tax provision, which would result from the application of the U.S. federal statutory rate to the reported Income before income taxes for the three and six months ended June 27, 2014. | |
During the three months ended June 28, 2013, Income before income taxes was $93.6 million and the Provision for income taxes was $26.4 million. The effective tax rate of 28.2% for the three months ended June 28, 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 resolution of a liability for unrecognized tax benefits resulting in a gain of $2.3 million offset in part by losses in certain jurisdictions where a tax benefit was not expected to be recognized in 2013. | |
During the six months ended June 28, 2013, Income before income taxes was $142.6 million and the Provision for income taxes was $43.2 million. The effective tax rate of 30.3% for the six months ended June 28, 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 the resolution of a liability for unrecognized tax benefits resulting in a gain of $2.3 million offset in part by losses in certain jurisdictions where a tax benefit was not expected to be recognized in 2013. |
Inventories_Net
Inventories, Net | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
Inventories, Net | ||||||||
Inventories, net consisted of the following: | ||||||||
27-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 185,676 | $ | 145,689 | ||||
Work in process | 109,045 | 114,206 | ||||||
Finished goods | 311,471 | 222,109 | ||||||
606,192 | 482,004 | |||||||
Less: customer progress payments | (4,812 | ) | (4,078 | ) | ||||
Less: allowance for excess, slow-moving and obsolete inventory | (32,183 | ) | (32,773 | ) | ||||
Inventories, net | $ | 569,197 | $ | 445,153 | ||||
Debt
Debt | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
Debt | ||||||||
Long-term debt consisted of the following: | ||||||||
27-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Term loans | $ | 1,264,367 | $ | 1,115,238 | ||||
Revolving credit facilities and other | 607,623 | 371,853 | ||||||
Total Debt | 1,871,990 | 1,487,091 | ||||||
Less: current portion | (60,411 | ) | (29,449 | ) | ||||
Long-term debt | $ | 1,811,579 | $ | 1,457,642 | ||||
The Company is party to a 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, as amended (the “Deutsche Bank Credit Agreement”). | ||||||||
On May 14, 2014, the Company entered into an Incremental Amendment to the Term A-1 facility under the Deutsche Bank Credit Agreement, as amended. Pursuant to the Incremental Amendment, the borrowing capacity of the Term A-1 facility was increased by $150.0 million to an aggregate of $558.7 million, upon the same terms as the existing Term A-1 facility. | ||||||||
The Company had an original issue discount of $15.1 million and deferred financing fees of $11.5 million included in its Condensed Consolidated Balance Sheet as of June 27, 2014, which will be accreted to Interest expense primarily using the effective interest method, over the life of the Deutsche Bank Credit Agreement. As of June 27, 2014, the weighted-average interest rate of borrowings under the amended Deutsche Bank Credit Agreement was 1.69%, excluding accretion of original issue discount, and there was $319.9 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 $699.7 million. Total letters of credit of $466.9 million were outstanding as of June 27, 2014. | ||||||||
As of June 27, 2014, the Company is in compliance with the covenants under the Deutsche Bank Credit Agreement. |
Accrued_Liabilities
Accrued Liabilities | 6 Months Ended | |||||||||||||||||||
Jun. 27, 2014 | ||||||||||||||||||||
Accrued Liabilities [Abstract] | ' | |||||||||||||||||||
Accrued Liabilities Disclosure [Text Block] | ' | |||||||||||||||||||
Accrued Liabilities | ||||||||||||||||||||
Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: | ||||||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Accrued payroll | $ | 138,158 | $ | 136,645 | ||||||||||||||||
Advance payment from customers | 45,348 | 53,280 | ||||||||||||||||||
Accrued taxes and deferred tax liability - current portion | 107,445 | 75,274 | ||||||||||||||||||
Accrued asbestos-related liability | 54,335 | 51,142 | ||||||||||||||||||
Warranty liability - current portion | 56,429 | 54,977 | ||||||||||||||||||
Accrued restructuring liability - current portion | 11,427 | 12,856 | ||||||||||||||||||
Accrued third-party commissions | 13,599 | 13,095 | ||||||||||||||||||
Other | 103,734 | 91,952 | ||||||||||||||||||
Accrued liabilities | $ | 530,475 | $ | 489,221 | ||||||||||||||||
Warranty Liability | ||||||||||||||||||||
The activity in the Company’s warranty liability consisted of the following: | ||||||||||||||||||||
Six Months Ended | ||||||||||||||||||||
27-Jun-14 | 28-Jun-13 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Warranty liability, beginning of period | $ | 61,472 | $ | 40,437 | ||||||||||||||||
Accrued warranty expense | 10,978 | 9,095 | ||||||||||||||||||
Changes in estimates related to pre-existing warranties | (2,764 | ) | (816 | ) | ||||||||||||||||
Cost of warranty service work performed | (12,830 | ) | (10,611 | ) | ||||||||||||||||
Acquisitions | 4,488 | — | ||||||||||||||||||
Foreign exchange translation effect | (296 | ) | (1,142 | ) | ||||||||||||||||
Warranty liability, end of period | $ | 61,048 | $ | 36,963 | ||||||||||||||||
Accrued Restructuring Liability | ||||||||||||||||||||
The Company’s restructuring programs include a series of restructuring actions to reduce the structural costs of the Company. | ||||||||||||||||||||
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: | ||||||||||||||||||||
Six Months Ended June 27, 2014 | ||||||||||||||||||||
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) | $ | 3,638 | $ | 5,010 | $ | (4,901 | ) | $ | (23 | ) | $ | 3,724 | ||||||||
Facility closure costs(2) | 756 | 2,447 | (1,931 | ) | (7 | ) | 1,265 | |||||||||||||
4,394 | 7,457 | (6,832 | ) | (30 | ) | 4,989 | ||||||||||||||
Non-cash impairment | 2,081 | |||||||||||||||||||
9,538 | ||||||||||||||||||||
Fabrication Technology: | ||||||||||||||||||||
Termination benefits(1) | 7,033 | 9,918 | (10,924 | ) | (91 | ) | 5,936 | |||||||||||||
Facility closure costs(2) | 1,429 | 330 | (1,254 | ) | (2 | ) | 503 | |||||||||||||
8,462 | 10,248 | (12,178 | ) | (93 | ) | 6,439 | ||||||||||||||
Corporate and Other: | ||||||||||||||||||||
Facility closure costs(2) | 1,259 | — | (170 | ) | 32 | 1,121 | ||||||||||||||
1,259 | — | (170 | ) | 32 | 1,121 | |||||||||||||||
$ | 14,115 | $ | 17,705 | $ | (19,180 | ) | $ | (91 | ) | $ | 12,549 | |||||||||
Non-cash impairment | 2,081 | |||||||||||||||||||
$ | 19,786 | |||||||||||||||||||
(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 June 27, 2014, $11.4 million and $1.1 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 $40 million during the remainder of 2014 related to these restructuring activities. |
Net_Periodic_Benefit_CostDefin
Net Periodic Benefit Cost-Defined Benefit Plans | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
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 (income) cost of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 27, 2014 | June 28, 2013 | June 27, 2014 | June 28, 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Pension Benefits-U.S. Plans: | ||||||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | — | ||||||||
Interest cost | 4,766 | 4,450 | 9,322 | 8,774 | ||||||||||||
Expected return on plan assets | (6,119 | ) | (6,228 | ) | (11,934 | ) | (12,419 | ) | ||||||||
Amortization | 1,298 | 1,963 | 2,596 | 3,927 | ||||||||||||
Net periodic benefit (income) cost | $ | (55 | ) | $ | 185 | $ | (16 | ) | $ | 282 | ||||||
Pension Benefits-Non U.S. Plans: | ||||||||||||||||
Service cost | $ | 1,015 | $ | 862 | $ | 1,912 | $ | 1,822 | ||||||||
Interest cost | 12,681 | 11,498 | 25,087 | 22,204 | ||||||||||||
Expected return on plan assets | (10,914 | ) | (8,669 | ) | (21,643 | ) | (16,490 | ) | ||||||||
Amortization | 465 | 636 | 1,123 | 1,231 | ||||||||||||
Net periodic benefit cost | $ | 3,247 | $ | 4,327 | $ | 6,479 | $ | 8,767 | ||||||||
Other Post-Retirement Benefits: | ||||||||||||||||
Service cost | $ | 39 | $ | 45 | $ | 73 | $ | 90 | ||||||||
Interest cost | 285 | 268 | 583 | 502 | ||||||||||||
Amortization | 110 | 177 | 220 | 353 | ||||||||||||
Net periodic benefit cost | $ | 434 | $ | 490 | $ | 876 | $ | 945 | ||||||||
Financial_Instruments_and_Fair
Financial Instruments and Fair Value Measurements | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
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 $1.9 billion and $1.5 billion as of June 27, 2014 and December 31, 2013, 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: | ||||||||||||||||
June 27, 2014 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 43,488 | $ | — | $ | — | $ | 43,488 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 9,195 | — | 9,195 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,110 | — | 1,110 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 507 | — | 507 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 390 | — | 390 | ||||||||||||
Deferred compensation plans | — | 2,738 | — | 2,738 | ||||||||||||
$ | 43,488 | $ | 13,940 | $ | — | $ | 57,428 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 400 | $ | — | $ | 400 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,128 | — | 1,128 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 1,131 | — | 1,131 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,539 | — | 1,539 | ||||||||||||
Deferred compensation plans | — | 2,738 | — | 2,738 | ||||||||||||
Liability for contingent payments | — | — | 2,857 | 2,857 | ||||||||||||
$ | — | $ | 6,936 | $ | 2,857 | $ | 9,793 | |||||||||
December 31, 2013 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 22,032 | $ | — | $ | — | $ | 22,032 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 11,241 | — | 11,241 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,642 | — | 3,642 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 428 | — | 428 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 2,543 | — | 2,543 | ||||||||||||
Deferred compensation plans | — | 2,414 | — | 2,414 | ||||||||||||
$ | 22,032 | $ | 20,268 | $ | — | $ | 42,300 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,126 | $ | — | $ | 1,126 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,625 | — | 3,625 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 742 | — | 742 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 846 | — | 846 | ||||||||||||
Deferred compensation plans | — | 2,414 | — | 2,414 | ||||||||||||
Liability for contingent payments | — | — | 6,176 | 6,176 | ||||||||||||
$ | — | $ | 8,753 | $ | 6,176 | $ | 14,929 | |||||||||
There were no transfers in or out of Level One, Two or Three during the six months ended June 27, 2014. | ||||||||||||||||
Foreign Currency Contracts | ||||||||||||||||
As of June 27, 2014 and December 31, 2013, the Company had foreign currency contracts with the following notional values: | ||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Foreign currency contracts sold - not designated as hedges | $ | 194,193 | $ | 244,755 | ||||||||||||
Foreign currency contracts sold - designated as hedges | 213,076 | 206,220 | ||||||||||||||
Foreign currency contracts purchased - not designated as hedges | 111,027 | 273,714 | ||||||||||||||
Foreign currency contracts purchased - designated as hedges | 60,246 | 46,728 | ||||||||||||||
Total foreign currency derivatives | $ | 578,542 | $ | 771,417 | ||||||||||||
The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Contracts Designated as Hedges: | ||||||||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain (loss) | $ | 230 | $ | 407 | $ | (1,158 | ) | $ | (590 | ) | ||||||
Realized gain (loss) | 554 | 386 | (255 | ) | (3,471 | ) | ||||||||||
Foreign Currency Contracts - related to supplier purchase contracts: | ||||||||||||||||
Unrealized gain (loss) | 356 | (110 | ) | (249 | ) | (1,053 | ) | |||||||||
Realized (loss) gain | (329 | ) | (160 | ) | 108 | 1,501 | ||||||||||
Unrealized gain (loss) on net investment hedges | 2,788 | (4,204 | ) | 4,773 | 7,263 | |||||||||||
Contracts Not Designated in a Hedge Relationship: | ||||||||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain (loss) | 133 | (1,733 | ) | (36 | ) | (489 | ) | |||||||||
Realized (loss) gain | (763 | ) | 440 | (1,714 | ) | (1,972 | ) | |||||||||
Foreign Currency Contracts - related to supplier purchases contracts: | ||||||||||||||||
Unrealized (loss) gain | (1,762 | ) | 1,777 | (2,457 | ) | 867 | ||||||||||
Realized gain (loss) | 424 | (1,028 | ) | 1,774 | 506 | |||||||||||
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. (“COT-Puritech”) in December 2011 and Clarus Fluid Intelligence, LLC in July 2013, which are subject to the achievement of certain performance goals.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. During the six months ended June 27, 2014, the Company made the final cash payment, totaling $3.5 million, to settle the COT-Puritech contingent payment liability. | ||||||||||||||||
A summary of activity in the Company’s liability for contingent payments during the six months ended June 27, 2014 is as follows: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Balance at January 1, 2014 | $ | 6,176 | ||||||||||||||
Interest accretion | 181 | |||||||||||||||
Cash payment | (3,500 | ) | ||||||||||||||
Balance at June 27, 2014 | $ | 2,857 | ||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
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 15, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in our 2013 Form 10-K. | ||||||||
Asbestos and Other Product Liability Contingencies | ||||||||
Claims activity since December 31 related to asbestos claims is as follows(1): | ||||||||
Six Months Ended | ||||||||
27-Jun-14 | 28-Jun-13 | |||||||
(Number of claims) | ||||||||
Claims unresolved, beginning of period | 22,393 | 23,523 | ||||||
Claims filed(2) | 2,339 | 2,298 | ||||||
Claims resolved(3) | (2,210 | ) | (3,188 | ) | ||||
Claims unresolved, end of period | 22,522 | 22,633 | ||||||
(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-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Current asbestos insurance asset(1) | $ | 33,690 | $ | 32,872 | ||||
Current asbestos insurance receivable(1) | 44,643 | 41,943 | ||||||
Long-term asbestos insurance asset(2) | 284,591 | 299,057 | ||||||
Long-term asbestos insurance receivable(2) | 36,264 | 21,411 | ||||||
Accrued asbestos liability(3) | 54,335 | 51,142 | ||||||
Long-term asbestos liability(4) | 343,076 | 358,288 | ||||||
(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 its 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. | ||||||||
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. | ||||||||
Other Litigation Matters | ||||||||
In March 2014, two alleged stockholders of the Company filed derivative complaints against our directors, the BDT Investor and BDT Capital Partners, LLC in the Court of Chancery of the State of Delaware alleging that the individual defendants engaged in waste and breached their fiduciary duties in connection with the cash payment and conversion pursuant to the Conversion Agreement. The complaints also allege claims against the BDT Investor and BDT Capital Partners, LLC for unjust enrichment and aiding and abetting the individual defendants’ alleged breaches of fiduciary duty. The complaints, which have been consolidated, seek compensatory damages plus interest, and an award of attorneys’ fees and expenses to the plaintiffs. After defendants answered the consolidated complaint, denying all material allegations of wrongdoing, the plaintiffs amended it to dismiss certain of their claims relating to breach of fiduciary duties. Defendants have moved to dismiss the new consolidated complaint. The litigation is in an early stage and is not currently expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company and the defendants intend to continue to vigorously defend against the claims. | ||||||||
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 accruals 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 | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
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 (loss), which represents Operating income (loss) before Restructuring and other related charges. | ||||||||||||||||
The Company’s segment results were as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Net sales: | ||||||||||||||||
Gas and fluid handling | $ | 568,940 | $ | 516,763 | $ | 1,142,889 | $ | 941,868 | ||||||||
Fabrication technology | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ||||||||||||
$ | 1,199,336 | $ | 1,074,118 | $ | 2,253,667 | $ | 2,021,261 | |||||||||
Segment operating income (loss)(1): | ||||||||||||||||
Gas and fluid handling | $ | 45,690 | $ | 69,440 | $ | 101,688 | $ | 111,928 | ||||||||
Fabrication technology | 77,088 | 59,427 | 130,951 | 103,895 | ||||||||||||
Corporate and other | (13,636 | ) | (12,738 | ) | (29,447 | ) | (23,153 | ) | ||||||||
$ | 109,142 | $ | 116,129 | $ | 203,192 | $ | 192,670 | |||||||||
(1) The following is a reconciliation of Income before income taxes to segment operating income: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Income before income taxes | $ | 82,044 | $ | 93,598 | $ | 157,460 | $ | 142,636 | ||||||||
Interest expense | 13,624 | 18,054 | 25,946 | 41,343 | ||||||||||||
Restructuring and other related charges | 13,474 | 4,477 | 19,786 | 8,691 | ||||||||||||
Segment operating income | $ | 109,142 | $ | 116,129 | $ | 203,192 | $ | 192,670 | ||||||||
The detail of the Company’s Net sales by product type is as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 27, 2014 | June 28, 2013 | June 27, 2014 | June 28, 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Gas handling | $ | 401,011 | $ | 352,084 | $ | 825,178 | $ | 627,531 | ||||||||
Fluid handling | 167,929 | 164,679 | 317,711 | 314,337 | ||||||||||||
Welding and cutting | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ||||||||||||
Total Net sales | $ | 1,199,336 | $ | 1,074,118 | $ | 2,253,667 | $ | 2,021,261 | ||||||||
The detail of the Company’s Total assets by segment is as follows: | ||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Total Assets: | ||||||||||||||||
Gas and fluid handling | $ | 3,979,138 | $ | 4,014,002 | ||||||||||||
Fabrication technology | 3,916,170 | 2,526,245 | ||||||||||||||
Corporate and other | 32,525 | 48,802 | ||||||||||||||
$ | 7,927,833 | $ | 6,589,049 | |||||||||||||
Acquisitions_Assets_and_Liabil
Acquisitions Assets and Liabilities Acquired Victor (Tables) | 6 Months Ended | |||
Jun. 27, 2014 | ||||
Statement of Financial Position [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||
April 14, 2014 | ||||
(In thousands) | ||||
Trade receivables | $ | 76,778 | ||
Inventories | 112,277 | |||
Property, plant and equipment | 59,273 | |||
Goodwill | 619,862 | |||
Intangible assets | 378,900 | |||
Accounts payable | (34,134 | ) | ||
Other assets and liabilities, net | (261,770 | ) | ||
Consideration, net of cash acquired | $ | 951,186 | ||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets Tables | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Goodwill [Line Items] | ' | |||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||||
The following table summarizes the activity in Goodwill, by segment, during the six months ended June 27, 2014: | ||||||||||||||||
Gas and Fluid | Fabrication | Total | ||||||||||||||
Handling | Technology | |||||||||||||||
(In thousands) | ||||||||||||||||
Balance, December 31, 2013 | $ | 1,513,772 | $ | 877,498 | $ | 2,391,270 | ||||||||||
Goodwill attributable to Victor Acquisition | — | 619,862 | 619,862 | |||||||||||||
Impact of foreign currency translation and other | 26,969 | 27,675 | 54,644 | |||||||||||||
Balance, June 27, 2014 | $ | 1,540,741 | $ | 1,525,035 | $ | 3,065,776 | ||||||||||
Schedule of Intangible Assets [Table Text Block] | ' | |||||||||||||||
The following table summarizes the Intangible assets, excluding Goodwill: | ||||||||||||||||
27-Jun-14 | December 31, 2013 | |||||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||||
Carrying | Amortization | Carrying | Amortization | |||||||||||||
Amount | Amount | |||||||||||||||
(In thousands) | ||||||||||||||||
Trade names – indefinite life | $ | 454,395 | $ | — | $ | 412,341 | $ | — | ||||||||
Acquired customer relationships | 624,977 | (66,143 | ) | 353,337 | (51,675 | ) | ||||||||||
Acquired technology | 124,529 | (24,775 | ) | 114,647 | (22,757 | ) | ||||||||||
Acquired backlog | 71,503 | (67,803 | ) | 73,476 | (65,919 | ) | ||||||||||
Other intangible assets | 54,621 | (9,298 | ) | 26,061 | (6,958 | ) | ||||||||||
$ | 1,330,025 | $ | (168,019 | ) | $ | 979,862 | $ | (147,309 | ) | |||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||||
Net income per share available to Colfax Corporation common shareholders was computed as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands, except share data) | ||||||||||||||||
Computation of Net income per share - basic: | ||||||||||||||||
Net income available to Colfax Corporation common shareholders | $ | 191,785 | $ | 53,306 | $ | 216,662 | $ | 75,859 | ||||||||
Less: net income attributable to participating securities(1) | — | (845 | ) | — | (3,740 | ) | ||||||||||
$ | 191,785 | $ | 52,461 | $ | 216,662 | $ | 72,119 | |||||||||
Weighted-average shares of Common stock outstanding - basic | 123,808,859 | 98,219,835 | 118,279,102 | 96,257,214 | ||||||||||||
Net income per share - basic | $ | 1.55 | $ | 0.53 | $ | 1.83 | $ | 0.75 | ||||||||
Computation of Net income per share - diluted: | ||||||||||||||||
Net income available to Colfax Corporation common shareholders | $ | 191,785 | $ | 53,306 | $ | 216,662 | $ | 75,859 | ||||||||
Less: net income attributable to participating securities(1) | — | — | — | (3,740 | ) | |||||||||||
Add: dividends on preferred stock(1) | — | 5,086 | — | — | ||||||||||||
$ | 191,785 | $ | 58,392 | $ | 216,662 | $ | 72,119 | |||||||||
Weighted-average shares of Common stock outstanding - basic | 123,808,859 | 98,219,835 | 118,279,102 | 96,257,214 | ||||||||||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,676,621 | 1,129,832 | 1,638,638 | 1,027,823 | ||||||||||||
Net effect of potentially dilutive securities - convertible preferred stock(1) | — | 12,173,291 | — | — | ||||||||||||
Weighted-average shares of Common stock outstanding - diluted | 125,485,480 | 111,522,958 | 119,917,740 | 97,285,037 | ||||||||||||
Net income per share - diluted | $ | 1.53 | $ | 0.52 | $ | 1.81 | $ | 0.74 | ||||||||
(1) Net income per share - diluted for periods prior to April 23, 2013 was calculated consistently with the two-class method in accordance with GAAP as the outstanding shares of Series A Perpetual Convertible Preferred Stock were considered participating securities. Subsequent to April 23, 2013 and prior to February 12, 2014, Net income per share - diluted was calculated consistently with the if-converted method in accordance with GAAP until the outstanding shares of Series A Perpetual Convertible Preferred Stock were converted to Common stock. However, for the six months ended June 28, 2013, the calculation under this method was anti-dilutive. In addition, weighted-average shares outstanding - diluted for the six months ended June 27, 2014 excludes the weighted average effect of 2.8 million Common stock equivalents for the period from January 1, 2014 through February 12, 2014, as their inclusion would be anti-dilutive. See Note 7, “Equity” for further discussion of the Series A Perpetual Convertible Preferred Stock conversion. |
Equity_Tables
Equity (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 27, 2014 | ||||||||||||||||||||||||
Equity [Abstract] | ' | |||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | |||||||||||||||||||||||
The following tables present the changes in the balances of each component of Accumulated other comprehensive income (loss) including reclassifications out of Accumulated other comprehensive income (loss) for the six months ended June 27, 2014 and June 28, 2013. All amounts are net of tax and noncontrolling interest. | ||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized Loss On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at January 1, 2014 | $ | (159,795 | ) | $ | 127,604 | $ | (14,409 | ) | $ | (46,600 | ) | |||||||||||||
Other comprehensive income before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | 32,481 | — | 32,481 | ||||||||||||||||||||
Gain on long-term intra-entity foreign currency transactions | — | 9,531 | — | 9,531 | ||||||||||||||||||||
Gain on net investment hedges | — | — | 4,773 | 4,773 | ||||||||||||||||||||
Unrealized loss on cash flow hedges | — | — | (1,683 | ) | (1,683 | ) | ||||||||||||||||||
Other | 1,934 | — | — | 1,934 | ||||||||||||||||||||
Other comprehensive income before reclassifications | 1,934 | 42,012 | 3,090 | 47,036 | ||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive income (loss) | 3,634 | — | — | 3,634 | ||||||||||||||||||||
Net current period Other comprehensive income | 5,568 | 42,012 | 3,090 | 50,670 | ||||||||||||||||||||
Balance at June 27, 2014 | $ | (154,227 | ) | $ | 169,616 | $ | (11,319 | ) | $ | 4,070 | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) Components | ||||||||||||||||||||||||
Net Unrecognized Pension And Other Post-Retirement Benefit Cost | Foreign Currency Translation Adjustment | Unrealized Loss On Hedging Activities | Total | |||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Balance at January 1, 2013 | $ | (247,332 | ) | $ | 104,718 | $ | (3,980 | ) | $ | (146,594 | ) | |||||||||||||
Other comprehensive (loss) income before reclassifications: | ||||||||||||||||||||||||
Foreign currency translation adjustment | — | (154,230 | ) | — | (154,230 | ) | ||||||||||||||||||
Loss on long-term intra-entity foreign currency transactions | — | (7,299 | ) | — | (7,299 | ) | ||||||||||||||||||
Gain on net investment hedges | — | — | 7,263 | 7,263 | ||||||||||||||||||||
Unrealized loss on cash flow hedges | — | — | (3,764 | ) | (3,764 | ) | ||||||||||||||||||
Other comprehensive (loss) income before reclassifications | — | (161,529 | ) | 3,499 | (158,030 | ) | ||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive income (loss) | 5,157 | — | — | 5,157 | ||||||||||||||||||||
Net current period Other comprehensive income (loss) | 5,157 | (161,529 | ) | 3,499 | (152,873 | ) | ||||||||||||||||||
Balance at June 28, 2013 | $ | (242,175 | ) | $ | (56,811 | ) | $ | (481 | ) | $ | (299,467 | ) | ||||||||||||
Amounts reclassified from Accumulated other comprehensive loss [Table Text Block] | ' | |||||||||||||||||||||||
The effect on Net income of amounts reclassified out of each component of Accumulated other comprehensive income (loss) for the three and six months ended June 27, 2014 and June 28, 2013 is as follows: | ||||||||||||||||||||||||
Three Months Ended June 27, 2014 | Six Months Ended June 27, 2014 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss(1) | $ | 1,811 | $ | (132 | ) | $ | 1,679 | $ | 3,815 | $ | (305 | ) | $ | 3,510 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 124 | — | 124 | ||||||||||||||||||
$ | 1,873 | $ | (132 | ) | $ | 1,741 | $ | 3,939 | $ | (305 | ) | $ | 3,634 | |||||||||||
Three Months Ended June 28, 2013 | Six Months Ended June 28, 2013 | |||||||||||||||||||||||
Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | Amounts Reclassified From Accumulated Other Comprehensive Income (Loss) | Tax Benefit | Total | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Pension and other post-retirement benefit cost: | ||||||||||||||||||||||||
Amortization of net loss(1) | $ | 2,714 | $ | (213 | ) | $ | 2,501 | $ | 5,387 | $ | (354 | ) | $ | 5,033 | ||||||||||
Amortization of prior service cost(1) | 62 | — | 62 | 124 | — | 124 | ||||||||||||||||||
$ | 2,776 | $ | (213 | ) | $ | 2,563 | $ | 5,511 | $ | (354 | ) | $ | 5,157 | |||||||||||
(1) Included in the computation of net periodic benefit (income) cost. See Note 11, “Net Periodic Benefit Cost - Defined Benefit Plans” for additional details. |
Inventories_Net_Tables
Inventories, Net (Tables) | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
Inventories, net consisted of the following: | ||||||||
27-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Raw materials | $ | 185,676 | $ | 145,689 | ||||
Work in process | 109,045 | 114,206 | ||||||
Finished goods | 311,471 | 222,109 | ||||||
606,192 | 482,004 | |||||||
Less: customer progress payments | (4,812 | ) | (4,078 | ) | ||||
Less: allowance for excess, slow-moving and obsolete inventory | (32,183 | ) | (32,773 | ) | ||||
Inventories, net | $ | 569,197 | $ | 445,153 | ||||
Debt_Tables
Debt (Tables) | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Long-term debt consisted of the following: | ||||||||
27-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Term loans | $ | 1,264,367 | $ | 1,115,238 | ||||
Revolving credit facilities and other | 607,623 | 371,853 | ||||||
Total Debt | 1,871,990 | 1,487,091 | ||||||
Less: current portion | (60,411 | ) | (29,449 | ) | ||||
Long-term debt | $ | 1,811,579 | $ | 1,457,642 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 27, 2014 | ||||||||||||||||||||
Accrued Liabilities [Abstract] | ' | |||||||||||||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||||||||||||||
Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: | ||||||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Accrued payroll | $ | 138,158 | $ | 136,645 | ||||||||||||||||
Advance payment from customers | 45,348 | 53,280 | ||||||||||||||||||
Accrued taxes and deferred tax liability - current portion | 107,445 | 75,274 | ||||||||||||||||||
Accrued asbestos-related liability | 54,335 | 51,142 | ||||||||||||||||||
Warranty liability - current portion | 56,429 | 54,977 | ||||||||||||||||||
Accrued restructuring liability - current portion | 11,427 | 12,856 | ||||||||||||||||||
Accrued third-party commissions | 13,599 | 13,095 | ||||||||||||||||||
Other | 103,734 | 91,952 | ||||||||||||||||||
Accrued liabilities | $ | 530,475 | $ | 489,221 | ||||||||||||||||
Schedule of Product Warranty Liability [Table Text Block] | ' | |||||||||||||||||||
The activity in the Company’s warranty liability consisted of the following: | ||||||||||||||||||||
Six Months Ended | ||||||||||||||||||||
27-Jun-14 | 28-Jun-13 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Warranty liability, beginning of period | $ | 61,472 | $ | 40,437 | ||||||||||||||||
Accrued warranty expense | 10,978 | 9,095 | ||||||||||||||||||
Changes in estimates related to pre-existing warranties | (2,764 | ) | (816 | ) | ||||||||||||||||
Cost of warranty service work performed | (12,830 | ) | (10,611 | ) | ||||||||||||||||
Acquisitions | 4,488 | — | ||||||||||||||||||
Foreign exchange translation effect | (296 | ) | (1,142 | ) | ||||||||||||||||
Warranty liability, end of period | $ | 61,048 | $ | 36,963 | ||||||||||||||||
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: | ||||||||||||||||||||
Six Months Ended June 27, 2014 | ||||||||||||||||||||
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) | $ | 3,638 | $ | 5,010 | $ | (4,901 | ) | $ | (23 | ) | $ | 3,724 | ||||||||
Facility closure costs(2) | 756 | 2,447 | (1,931 | ) | (7 | ) | 1,265 | |||||||||||||
4,394 | 7,457 | (6,832 | ) | (30 | ) | 4,989 | ||||||||||||||
Non-cash impairment | 2,081 | |||||||||||||||||||
9,538 | ||||||||||||||||||||
Fabrication Technology: | ||||||||||||||||||||
Termination benefits(1) | 7,033 | 9,918 | (10,924 | ) | (91 | ) | 5,936 | |||||||||||||
Facility closure costs(2) | 1,429 | 330 | (1,254 | ) | (2 | ) | 503 | |||||||||||||
8,462 | 10,248 | (12,178 | ) | (93 | ) | 6,439 | ||||||||||||||
Corporate and Other: | ||||||||||||||||||||
Facility closure costs(2) | 1,259 | — | (170 | ) | 32 | 1,121 | ||||||||||||||
1,259 | — | (170 | ) | 32 | 1,121 | |||||||||||||||
$ | 14,115 | $ | 17,705 | $ | (19,180 | ) | $ | (91 | ) | $ | 12,549 | |||||||||
Non-cash impairment | 2,081 | |||||||||||||||||||
$ | 19,786 | |||||||||||||||||||
(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 June 27, 2014, $11.4 million and $1.1 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) | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Net Benefit Costs [Table Text Block] | ' | |||||||||||||||
The following table sets forth the components of net periodic benefit (income) cost of the Company’s defined benefit pension plans and other post-retirement employee benefit plans: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 27, 2014 | June 28, 2013 | June 27, 2014 | June 28, 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Pension Benefits-U.S. Plans: | ||||||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | — | ||||||||
Interest cost | 4,766 | 4,450 | 9,322 | 8,774 | ||||||||||||
Expected return on plan assets | (6,119 | ) | (6,228 | ) | (11,934 | ) | (12,419 | ) | ||||||||
Amortization | 1,298 | 1,963 | 2,596 | 3,927 | ||||||||||||
Net periodic benefit (income) cost | $ | (55 | ) | $ | 185 | $ | (16 | ) | $ | 282 | ||||||
Pension Benefits-Non U.S. Plans: | ||||||||||||||||
Service cost | $ | 1,015 | $ | 862 | $ | 1,912 | $ | 1,822 | ||||||||
Interest cost | 12,681 | 11,498 | 25,087 | 22,204 | ||||||||||||
Expected return on plan assets | (10,914 | ) | (8,669 | ) | (21,643 | ) | (16,490 | ) | ||||||||
Amortization | 465 | 636 | 1,123 | 1,231 | ||||||||||||
Net periodic benefit cost | $ | 3,247 | $ | 4,327 | $ | 6,479 | $ | 8,767 | ||||||||
Other Post-Retirement Benefits: | ||||||||||||||||
Service cost | $ | 39 | $ | 45 | $ | 73 | $ | 90 | ||||||||
Interest cost | 285 | 268 | 583 | 502 | ||||||||||||
Amortization | 110 | 177 | 220 | 353 | ||||||||||||
Net periodic benefit cost | $ | 434 | $ | 490 | $ | 876 | $ | 945 | ||||||||
Financial_Instruments_and_Fair1
Financial Instruments and Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Financial Instruments and Fair Value Measurements [Abstract] | ' | |||||||||||||||
Company's assets and liabilities measured at fair value for each fair value hierarchy level [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: | ||||||||||||||||
June 27, 2014 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 43,488 | $ | — | $ | — | $ | 43,488 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 9,195 | — | 9,195 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,110 | — | 1,110 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 507 | — | 507 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 390 | — | 390 | ||||||||||||
Deferred compensation plans | — | 2,738 | — | 2,738 | ||||||||||||
$ | 43,488 | $ | 13,940 | $ | — | $ | 57,428 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 400 | $ | — | $ | 400 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 1,128 | — | 1,128 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 1,131 | — | 1,131 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 1,539 | — | 1,539 | ||||||||||||
Deferred compensation plans | — | 2,738 | — | 2,738 | ||||||||||||
Liability for contingent payments | — | — | 2,857 | 2,857 | ||||||||||||
$ | — | $ | 6,936 | $ | 2,857 | $ | 9,793 | |||||||||
December 31, 2013 | ||||||||||||||||
Level | Level | Level | Total | |||||||||||||
One | Two | Three | ||||||||||||||
(In thousands) | ||||||||||||||||
Assets: | ||||||||||||||||
Cash equivalents | $ | 22,032 | $ | — | $ | — | $ | 22,032 | ||||||||
Foreign currency contracts related to sales - designated as hedges | — | 11,241 | — | 11,241 | ||||||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,642 | — | 3,642 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 428 | — | 428 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 2,543 | — | 2,543 | ||||||||||||
Deferred compensation plans | — | 2,414 | — | 2,414 | ||||||||||||
$ | 22,032 | $ | 20,268 | $ | — | $ | 42,300 | |||||||||
Liabilities: | ||||||||||||||||
Foreign currency contracts related to sales - designated as hedges | $ | — | $ | 1,126 | $ | — | $ | 1,126 | ||||||||
Foreign currency contracts related to sales - not designated as hedges | — | 3,625 | — | 3,625 | ||||||||||||
Foreign currency contracts related to purchases - designated as hedges | — | 742 | — | 742 | ||||||||||||
Foreign currency contracts related to purchases - not designated as hedges | — | 846 | — | 846 | ||||||||||||
Deferred compensation plans | — | 2,414 | — | 2,414 | ||||||||||||
Liability for contingent payments | — | — | 6,176 | 6,176 | ||||||||||||
$ | — | $ | 8,753 | $ | 6,176 | $ | 14,929 | |||||||||
Schedule of Foreign Exchange Contracts, Notional Values | ' | |||||||||||||||
As of June 27, 2014 and December 31, 2013, the Company had foreign currency contracts with the following notional values: | ||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Foreign currency contracts sold - not designated as hedges | $ | 194,193 | $ | 244,755 | ||||||||||||
Foreign currency contracts sold - designated as hedges | 213,076 | 206,220 | ||||||||||||||
Foreign currency contracts purchased - not designated as hedges | 111,027 | 273,714 | ||||||||||||||
Foreign currency contracts purchased - designated as hedges | 60,246 | 46,728 | ||||||||||||||
Total foreign currency derivatives | $ | 578,542 | $ | 771,417 | ||||||||||||
Schedule of Derivative Instruments, Gain (Loss) in Condensed Consolidated Financial Statements [Table Text Block] | ' | |||||||||||||||
The Company recognized the following in its Condensed Consolidated Financial Statements related to its derivative instruments: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Contracts Designated as Hedges: | ||||||||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain (loss) | $ | 230 | $ | 407 | $ | (1,158 | ) | $ | (590 | ) | ||||||
Realized gain (loss) | 554 | 386 | (255 | ) | (3,471 | ) | ||||||||||
Foreign Currency Contracts - related to supplier purchase contracts: | ||||||||||||||||
Unrealized gain (loss) | 356 | (110 | ) | (249 | ) | (1,053 | ) | |||||||||
Realized (loss) gain | (329 | ) | (160 | ) | 108 | 1,501 | ||||||||||
Unrealized gain (loss) on net investment hedges | 2,788 | (4,204 | ) | 4,773 | 7,263 | |||||||||||
Contracts Not Designated in a Hedge Relationship: | ||||||||||||||||
Foreign Currency Contracts - related to customer sales contracts: | ||||||||||||||||
Unrealized gain (loss) | 133 | (1,733 | ) | (36 | ) | (489 | ) | |||||||||
Realized (loss) gain | (763 | ) | 440 | (1,714 | ) | (1,972 | ) | |||||||||
Foreign Currency Contracts - related to supplier purchases contracts: | ||||||||||||||||
Unrealized (loss) gain | (1,762 | ) | 1,777 | (2,457 | ) | 867 | ||||||||||
Realized gain (loss) | 424 | (1,028 | ) | 1,774 | 506 | |||||||||||
Liability for contingent payment related to acquisitions [Table Text Block] | ' | |||||||||||||||
A summary of activity in the Company’s liability for contingent payments during the six months ended June 27, 2014 is as follows: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Balance at January 1, 2014 | $ | 6,176 | ||||||||||||||
Interest accretion | 181 | |||||||||||||||
Cash payment | (3,500 | ) | ||||||||||||||
Balance at June 27, 2014 | $ | 2,857 | ||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | |||||||
Jun. 27, 2014 | ||||||||
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): | ||||||||
Six Months Ended | ||||||||
27-Jun-14 | 28-Jun-13 | |||||||
(Number of claims) | ||||||||
Claims unresolved, beginning of period | 22,393 | 23,523 | ||||||
Claims filed(2) | 2,339 | 2,298 | ||||||
Claims resolved(3) | (2,210 | ) | (3,188 | ) | ||||
Claims unresolved, end of period | 22,522 | 22,633 | ||||||
(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-Jun-14 | 31-Dec-13 | |||||||
(In thousands) | ||||||||
Current asbestos insurance asset(1) | $ | 33,690 | $ | 32,872 | ||||
Current asbestos insurance receivable(1) | 44,643 | 41,943 | ||||||
Long-term asbestos insurance asset(2) | 284,591 | 299,057 | ||||||
Long-term asbestos insurance receivable(2) | 36,264 | 21,411 | ||||||
Accrued asbestos liability(3) | 54,335 | 51,142 | ||||||
Long-term asbestos liability(4) | 343,076 | 358,288 | ||||||
(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 its 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) | 6 Months Ended | |||||||||||||||
Jun. 27, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||||||
The Company’s segment results were as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Net sales: | ||||||||||||||||
Gas and fluid handling | $ | 568,940 | $ | 516,763 | $ | 1,142,889 | $ | 941,868 | ||||||||
Fabrication technology | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ||||||||||||
$ | 1,199,336 | $ | 1,074,118 | $ | 2,253,667 | $ | 2,021,261 | |||||||||
Segment operating income (loss)(1): | ||||||||||||||||
Gas and fluid handling | $ | 45,690 | $ | 69,440 | $ | 101,688 | $ | 111,928 | ||||||||
Fabrication technology | 77,088 | 59,427 | 130,951 | 103,895 | ||||||||||||
Corporate and other | (13,636 | ) | (12,738 | ) | (29,447 | ) | (23,153 | ) | ||||||||
$ | 109,142 | $ | 116,129 | $ | 203,192 | $ | 192,670 | |||||||||
(1) The following is a reconciliation of Income before income taxes to segment operating income: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
27-Jun-14 | 28-Jun-13 | 27-Jun-14 | 28-Jun-13 | |||||||||||||
(In thousands) | ||||||||||||||||
Income before income taxes | $ | 82,044 | $ | 93,598 | $ | 157,460 | $ | 142,636 | ||||||||
Interest expense | 13,624 | 18,054 | 25,946 | 41,343 | ||||||||||||
Restructuring and other related charges | 13,474 | 4,477 | 19,786 | 8,691 | ||||||||||||
Segment operating income | $ | 109,142 | $ | 116,129 | $ | 203,192 | $ | 192,670 | ||||||||
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 | Six Months Ended | |||||||||||||||
June 27, 2014 | June 28, 2013 | June 27, 2014 | June 28, 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Gas handling | $ | 401,011 | $ | 352,084 | $ | 825,178 | $ | 627,531 | ||||||||
Fluid handling | 167,929 | 164,679 | 317,711 | 314,337 | ||||||||||||
Welding and cutting | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ||||||||||||
Total Net sales | $ | 1,199,336 | $ | 1,074,118 | $ | 2,253,667 | $ | 2,021,261 | ||||||||
Schedule of Total Assets, by Segment [Table Text Block] | ' | |||||||||||||||
The detail of the Company’s Total assets by segment is as follows: | ||||||||||||||||
June 27, 2014 | December 31, 2013 | |||||||||||||||
(In thousands) | ||||||||||||||||
Total Assets: | ||||||||||||||||
Gas and fluid handling | $ | 3,979,138 | $ | 4,014,002 | ||||||||||||
Fabrication technology | 3,916,170 | 2,526,245 | ||||||||||||||
Corporate and other | 32,525 | 48,802 | ||||||||||||||
$ | 7,927,833 | $ | 6,589,049 | |||||||||||||
General_Details_Textual
General (Details Textual) (USD $) | 6 Months Ended |
Jun. 27, 2014 | |
Foreign Currency Devaluation [Abstract] | ' |
Foreign Exchange Rate Used to Remeasure Venezuelan Operations | 'SICAD II |
Devaluation of Foreign Currency | 87.00% |
Official Foreign Currency Exchange Rate Bolivar Fuerte | $6.30 |
Net Monetary Assets Of Subsidiary | 800,000 |
Amount Recognized in Income Due to Inflationary Accounting | $6,300,000 |
Recently_Issued_Accounting_Pro1
Recently Issued Accounting Pronouncements Details Textual (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' | ' |
Unrecognized tax benefits presented as a reduction to deferred tax assets | $32.50 | ' |
Unrecognized tax benefits included in Other liabilities | ' | $9.20 |
Acquisitions_Assets_and_Liabil1
Acquisitions Assets and Liabilities acquired Victor (Details) (USD $) | Jun. 27, 2014 | Apr. 14, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Trade Receivables | ' | $76,778 | ' |
Inventory | ' | 112,277 | ' |
Property, plant and equipment | ' | 59,273 | ' |
Goodwill attributable to Victor Acquisition | 3,065,776 | 619,862 | 2,391,270 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | ' | 378,900 | ' |
Accounts Payable | ' | -34,134 | ' |
Other assets and liabilities, net | ' | -261,770 | ' |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ' | $951,186 | ' |
Acquisitions_Intangible_Assets
Acquisitions Intangible Assets Acquired excluding Goodwill (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 27, 2014 | Apr. 14, 2014 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | $325,600 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '12 years 4 months 20 days | ' |
Customer Relationships [Member] | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | 281,156 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '12 years 9 months 30 days | ' |
Acquired Technology [Member] | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | 18,602 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '10 years | ' |
Other Intangible Assets [Member] | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | ' | 25,842 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years 4 months 6 days | ' |
Trade Names [Member] | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | ' | $53,300 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 6 Months Ended | |
Jun. 27, 2014 | Apr. 14, 2014 | |
Business Acquisition [Line Items] | ' | ' |
Business Acquisition Purchase Price Of Acquired Entity | ' | $951,200,000 |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 108,100,000 | ' |
Business Combination, Pro Forma Information, Earnings of Acquiree since Acquisition Date, Actual | 7,500,000 | ' |
Business Combination, Acquisition Related Costs | 2,700,000 | ' |
Restructuring, Settlement and Impairment Provisions | 19,786,000 | ' |
Business Acquisition Acquired Entity Retrospective Adjustments | 6,700,000 | ' |
Employee Severance [Member] | Victor Technologies Holdings, Inc. [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Restructuring, Settlement and Impairment Provisions | $2,700,000 | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill by Segment (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 27, 2014 | Apr. 14, 2014 |
Goodwill [Line Items] | ' | ' |
Goodwill Balance, December 31, 2013 | $2,391,270 | $619,862 |
Goodwill attributable to Victor Acquisition | 619,862 | ' |
Impact of foreign currency translation and other | 54,644 | ' |
Goodwill Balance, June 27, 2014 | 3,065,776 | 619,862 |
Gas and Fluid Handling [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill Balance, December 31, 2013 | 1,513,772 | ' |
Goodwill attributable to Victor Acquisition | 0 | ' |
Impact of foreign currency translation and other | 26,969 | ' |
Goodwill Balance, June 27, 2014 | 1,540,741 | ' |
Fabrication Technology [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Goodwill Balance, December 31, 2013 | 877,498 | ' |
Goodwill attributable to Victor Acquisition | 619,862 | ' |
Impact of foreign currency translation and other | 27,675 | ' |
Goodwill Balance, June 27, 2014 | $1,525,035 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Intangible Assets (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Indefinite-Lived Trade Names | $454,395 | $412,341 |
Finite-Lived Intangible Assets, Gross | 1,330,025 | 979,862 |
Finite-Lived Intangible Assets, Accumulated Amortization | -168,019 | -147,309 |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross | 624,977 | 353,337 |
Finite-Lived Intangible Assets, Accumulated Amortization | -66,143 | -51,675 |
Acquired Technology [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross | 124,529 | 114,647 |
Finite-Lived Intangible Assets, Accumulated Amortization | -24,775 | -22,757 |
Backlog [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross | 71,503 | 73,476 |
Finite-Lived Intangible Assets, Accumulated Amortization | -67,803 | -65,919 |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets, Gross | 54,621 | 26,061 |
Finite-Lived Intangible Assets, Accumulated Amortization | ($9,298) | ($6,958) |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Details Textual (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 27, 2014 |
Statement of Financial Position [Abstract] | ' |
Impairment of Intangible Assets (Excluding Goodwill) | $12.10 |
Finite-Lived Intangible Assets, Amortization Expense, 2014 | 60.6 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 69.3 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 65.6 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 61.6 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 58.3 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $55 |
Net_Income_Per_Share_Details
Net Income Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | ||||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ||||
Net income available to Colfax Corporation common shareholders | $191,785 | $53,306 | $216,662 | $75,859 | ||||
Less: net income attributable to participating securities | 0 | [1] | -845 | [1] | 0 | [1] | -3,740 | [1] |
Net income - basic | 191,785 | 52,461 | 216,662 | 72,119 | ||||
Weighted-average shares of Common stock outstanding - basic | 123,808,859 | 98,219,835 | 118,279,102 | 96,257,214 | ||||
Net income per share - basic | $1.55 | $0.53 | $1.83 | $0.75 | ||||
Less: net income attributable to participating securities | 0 | [1] | 0 | [1] | 0 | [1] | -3,740 | [1] |
Add: dividends on preferred stock | 0 | [1] | 5,086 | [1] | 0 | [1] | 0 | [1] |
Net Income - Diluted | $191,785 | $58,392 | $216,662 | $72,119 | ||||
Net effect of potentially dilutive securities - stock options and restricted stock units | 1,676,621 | 1,129,832 | 1,638,638 | 1,027,823 | ||||
Net effect of potentially dilutive securities - convertible preferred stock | 0 | [1] | 12,173,291 | [1] | 0 | [1] | 0 | [1] |
Weighted-average shares of Common stock outstanding - diluted | 125,485,480 | 111,522,958 | 119,917,740 | 97,285,037 | ||||
Net income per share - diluted | $1.53 | $0.52 | $1.81 | $0.74 | ||||
[1] | Net income per share - diluted for periods prior to April 23, 2013 was calculated consistently with the two-class method in accordance with GAAP as the outstanding shares of Series A Perpetual Convertible Preferred Stock were considered participating securities. Subsequent to April 23, 2013 and prior to February 12, 2014, Net income per share - diluted was calculated consistently with the if-converted method in accordance with GAAP until the outstanding shares of Series A Perpetual Convertible Preferred Stock were converted to Common stock. However, for the six months ended June 28, 2013, the calculation under this method was anti-dilutive. In addition, weighted-average shares outstanding - diluted for the six months ended June 27, 2014 excludes the weighted average effect of 2.8 million Common stock equivalents for the period from January 1, 2014 through February 12, 2014, as their inclusion would be anti-dilutive. See Note 7, bEquityb for further discussion of the Series A Perpetual Convertible Preferred Stock conversion. |
Net_Income_Per_Share_Details_T
Net Income Per Share (Details Textual) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Preferred, Amount | ' | ' | 2.8 | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.7 | 0.5 | 0.6 | 0.7 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ||||
Income before income taxes | $82,044,000 | [1] | $93,598,000 | [1] | $157,460,000 | [1] | $142,636,000 | [1] |
(Benefit from) provision for income taxes | -116,300,000 | 26,398,000 | -95,721,000 | 43,161,000 | ||||
Valuation Allowances and Reserves, Period Increase (Decrease) | ' | ' | 113,100,000 | ' | ||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | $19,400,000 | $2,300,000 | $19,400,000 | $2,300,000 | ||||
Effective Income Tax Rate, Continuing Operations | ' | 28.20% | ' | 30.30% | ||||
[1] | The following is a reconciliation of Income before income taxes to segment operating income: |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Changes in Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Beginning Balance | ' | ' | ($46,600) | ($146,594) |
Foreign currency translation adjustment | ' | ' | 32,481 | -154,230 |
Gain (loss) on long-term intra-entity foreign currency transactions | ' | ' | 9,531 | -7,299 |
Gain on net investment hedges | ' | ' | 4,773 | 7,263 |
Unrealized loss on cash flow hedges | ' | ' | -1,683 | -3,764 |
Other | 1,934 | 0 | 1,934 | 0 |
Other comprehensive income (loss) before reclassifications | ' | ' | 47,036 | -158,030 |
Amounts reclassified from Accumulated other comprehensive income (loss) | ' | ' | 3,634 | 5,157 |
Net current period other comprehensive income (loss) | ' | ' | 50,670 | -152,873 |
Ending balance | 4,070 | -299,467 | 4,070 | -299,467 |
Net Unrecognized Pension And Other Post-Retirement Benefit Cost [Member] | ' | ' | ' | ' |
Changes in Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Beginning Balance | ' | ' | -159,795 | -247,332 |
Foreign currency translation adjustment | ' | ' | 0 | 0 |
Gain (loss) on long-term intra-entity foreign currency transactions | ' | ' | 0 | 0 |
Gain on net investment hedges | ' | ' | 0 | 0 |
Unrealized loss on cash flow hedges | ' | ' | 0 | 0 |
Other | ' | ' | 1,934 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 1,934 | 0 |
Amounts reclassified from Accumulated other comprehensive income (loss) | ' | ' | 3,634 | 5,157 |
Net current period other comprehensive income (loss) | ' | ' | 5,568 | 5,157 |
Ending balance | -154,227 | -242,175 | -154,227 | -242,175 |
Foreign Currency Translation Adjustment [Member] | ' | ' | ' | ' |
Changes in Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Beginning Balance | ' | ' | 127,604 | 104,718 |
Foreign currency translation adjustment | ' | ' | 32,481 | -154,230 |
Gain (loss) on long-term intra-entity foreign currency transactions | ' | ' | 9,531 | -7,299 |
Gain on net investment hedges | ' | ' | 0 | 0 |
Unrealized loss on cash flow hedges | ' | ' | 0 | 0 |
Other | ' | ' | 0 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 42,012 | -161,529 |
Amounts reclassified from Accumulated other comprehensive income (loss) | ' | ' | 0 | 0 |
Net current period other comprehensive income (loss) | ' | ' | 42,012 | -161,529 |
Ending balance | 169,616 | -56,811 | 169,616 | -56,811 |
Unrealized Loss On Hedging Activities [Member] | ' | ' | ' | ' |
Changes in Accumulated Other Comprehensive Income (Loss) [Line Items] | ' | ' | ' | ' |
Beginning Balance | ' | ' | -14,409 | -3,980 |
Foreign currency translation adjustment | ' | ' | 0 | 0 |
Gain (loss) on long-term intra-entity foreign currency transactions | ' | ' | 0 | 0 |
Gain on net investment hedges | ' | ' | 4,773 | 7,263 |
Unrealized loss on cash flow hedges | ' | ' | -1,683 | -3,764 |
Other | ' | ' | 0 | ' |
Other comprehensive income (loss) before reclassifications | ' | ' | 3,090 | 3,499 |
Amounts reclassified from Accumulated other comprehensive income (loss) | ' | ' | 0 | 0 |
Net current period other comprehensive income (loss) | ' | ' | 3,090 | 3,499 |
Ending balance | ($11,319) | ($481) | ($11,319) | ($481) |
Equity_Details_1
Equity (Details 1) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | ||||
Pension and other post-retirement benefit cost [Abstract] | ' | ' | ' | ' | ||||
Amortization of net loss, before tax | $1,811 | [1] | $2,714 | [1] | $3,815 | [1] | $5,387 | [1] |
Amortization of net loss, tax | -132 | [1] | -213 | [1] | -305 | [1] | -354 | [1] |
Amortization of net loss, net of tax | 1,679 | [1] | 2,501 | [1] | 3,510 | [1] | 5,033 | [1] |
Amortization of prior service cost, before tax | 62 | [1] | 62 | [1] | 124 | [1] | 124 | [1] |
Amortization of prior service cost, tax | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Amortization of prior service cost, net of tax | 62 | [1] | 62 | [1] | 124 | [1] | 124 | [1] |
Total amount reclassified from Accumulated other comprehensive income (loss), before tax | 1,873 | 2,776 | 3,939 | 5,511 | ||||
Total amount reclassified from Accumulated other comprehensive income (loss), tax | -132 | -213 | -305 | -354 | ||||
Total amount reclassified from Accumulated other comprehensive income (loss), net of tax | $1,741 | $2,563 | $3,634 | $5,157 | ||||
[1] | Included in the computation of net periodic benefit (income) cost. See Note 11, bNet Periodic Benefit Cost - Defined Benefit Plansb for additional details. |
Equity_Textuals_Details
Equity Textuals (Details) (USD $) | 6 Months Ended | |
Jun. 27, 2014 | Jun. 28, 2013 | |
Equity Text [Abstract] | ' | ' |
Contribution to defined benefit pension plan (in shares) | 183,000 | ' |
Stock Issued During Period, Shares, New Issues | 9,200,000 | ' |
Stock Issued During Period, Value, New Issues | $632,500,000 | ' |
Equity Issuance Costs | 22,100,000 | ' |
Statement [Line Items] | ' | ' |
Fractional Share, Cash in Lieu, Share Amount | 0.22807018 | ' |
Preferred Stock Conversions, Cash Payment Upon Conversion | 23,400,000 | ' |
Preferred stock conversion inducement payment | 19,565,000 | 0 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | ($1,100,000) | ($12,500,000) |
Preferred Stock [Member] | ' | ' |
Statement [Line Items] | ' | ' |
Conversion of Stock, Shares Converted | 13,877,552 | ' |
Common Stock [Member] | ' | ' |
Equity Text [Abstract] | ' | ' |
Contribution to defined benefit pension plan (in shares) | 183,000 | ' |
Stock Issued During Period, Shares, New Issues | 9,200,000 | ' |
Statement [Line Items] | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 12,173,291 | ' |
Inventories_Net_Details
Inventories, Net (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $185,676 | $145,689 |
Work in process | 109,045 | 114,206 |
Finished goods | 311,471 | 222,109 |
Inventory, Gross | 606,192 | 482,004 |
Less: customer progress payments | -4,812 | -4,078 |
Less: allowance for excess, slow-moving and obsolete inventory | -32,183 | -32,773 |
Inventories, net | $569,197 | $445,153 |
Debt_Details
Debt (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total Debt | $1,871,990 | $1,487,091 |
Less: current portion | -60,411 | -29,449 |
Long-term debt | 1,811,579 | 1,457,642 |
Term loans [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total Debt | 1,264,367 | 1,115,238 |
Revolving credit facilities and other [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total Debt | $607,623 | $371,853 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 | 14-May-14 |
Term A-1 Facility [Member] | |||
Increase to Borrowing Capacity Under the Deutsche Bank Credit Agreement | ' | ' | $150,000,000 |
Long-term Debt | 1,871,990,000 | 1,487,091,000 | 558,700,000 |
Debt discount | 15,100,000 | ' | ' |
Deferred Finance Costs, Net | 11,500,000 | ' | ' |
Long-term Debt, Weighted Average Interest Rate | 1.69% | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | 319,900,000 | ' | ' |
DB Letter of Credit Subfacility, Remaining Borrowing Capacity | 199,900,000 | ' | ' |
Letters of Credit, Maximum Capacity | 699,700,000 | ' | ' |
Letters of Credit, Amount Outstanding | $466,900,000 | ' | ' |
Accrued_Liabilities_chart_Deta
Accrued Liabilities chart (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Accrued Liabilities [Abstract] | ' | ' | ||
Accrued payroll | $138,158 | $136,645 | ||
Advance payment from customers | 45,348 | 53,280 | ||
Accrued taxes and deferred tax liability - current portion | 107,445 | 75,274 | ||
Accrued asbestos-related liability | 54,335 | [1] | 51,142 | [1] |
Warranty liability - current portion | 56,429 | 54,977 | ||
Accrued restructuring liability - current portion | 11,427 | 12,856 | ||
Accrued third-party commissions | 13,599 | 13,095 | ||
Other | 103,734 | 91,952 | ||
Accrued liabilities | $530,475 | $489,221 | ||
[1] | Represents current reserves for probable and reasonably estimable asbestos-related liability cost that the Company believes its 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. |
Warranty_Liability_chart_Detai
Warranty Liability chart (Details 1) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ' | ' |
Warranty liability, beginning of period | $61,472 | $40,437 |
Accrued warranty expense | 10,978 | 9,095 |
Changes in estimates related to pre-existing warranties | -2,764 | -816 |
Cost of warranty service work performed | -12,830 | -10,611 |
Acquisitions | 4,488 | 0 |
Foreign exchange translation effect | -296 | -1,142 |
Warranty liability, end of period | $61,048 | $36,963 |
Restructuring_rollforward_Deta
Restructuring rollforward (Details 2) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 27, 2014 | |
Balance at Beginning of Period | $14,115 | |
Non-cash impairment | 2,081 | |
Restructuring, settlement and impairment before non-cash charges | 17,705 | |
Provisions | 19,786 | |
Payments | -19,180 | |
Foreign Currency Translation | -91 | |
Balance at End of Period | 12,549 | [1] |
Gas and Fluid Handling [Member] | ' | |
Balance at Beginning of Period | 4,394 | |
Non-cash impairment | 2,081 | |
Restructuring, settlement and impairment before non-cash charges | 7,457 | |
Provisions | 9,538 | |
Payments | -6,832 | |
Foreign Currency Translation | -30 | |
Balance at End of Period | 4,989 | |
Fabrication Technology [Member] | ' | |
Balance at Beginning of Period | 8,462 | |
Provisions | 10,248 | |
Payments | -12,178 | |
Foreign Currency Translation | -93 | |
Balance at End of Period | 6,439 | |
Corporate and Other [Member] | ' | |
Balance at Beginning of Period | 1,259 | |
Provisions | 0 | |
Payments | -170 | |
Foreign Currency Translation | 32 | |
Balance at End of Period | 1,121 | |
Termination benefits [Member] | Gas and Fluid Handling [Member] | ' | |
Balance at Beginning of Period | 3,638 | [2] |
Provisions | 5,010 | [2] |
Payments | -4,901 | [2] |
Foreign Currency Translation | -23 | [2] |
Balance at End of Period | 3,724 | [2] |
Termination benefits [Member] | Fabrication Technology [Member] | ' | |
Balance at Beginning of Period | 7,033 | [2] |
Provisions | 9,918 | [2] |
Payments | -10,924 | [2] |
Foreign Currency Translation | -91 | [2] |
Balance at End of Period | 5,936 | [2] |
Facility closure costs [Member] | Gas and Fluid Handling [Member] | ' | |
Balance at Beginning of Period | 756 | [3] |
Provisions | 2,447 | [3] |
Payments | -1,931 | [3] |
Foreign Currency Translation | -7 | [3] |
Balance at End of Period | 1,265 | [3] |
Facility closure costs [Member] | Fabrication Technology [Member] | ' | |
Balance at Beginning of Period | 1,429 | [3] |
Provisions | 330 | [3] |
Payments | -1,254 | [3] |
Foreign Currency Translation | -2 | [3] |
Balance at End of Period | 503 | [3] |
Facility closure costs [Member] | Corporate and Other [Member] | ' | |
Balance at Beginning of Period | 1,259 | [3] |
Provisions | 0 | [3] |
Payments | -170 | [3] |
Foreign Currency Translation | 32 | [3] |
Balance at End of Period | $1,121 | [3] |
[1] | As of JuneB 27, 2014, $11.4 million and $1.1 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 $) | 6 Months Ended | |
Jun. 27, 2014 | Dec. 31, 2013 | |
Accrued Liabilities [Abstract] | ' | ' |
Restructuring Reserve, Current | $11,427,000 | $12,856,000 |
Restructuring Reserve, Noncurrent | 1,100,000 | ' |
Restructuring and Related Cost, Expected Cost Remaining | $40,000,000 | ' |
Net_Periodic_Benefit_CostDefin2
Net Periodic Benefit Cost-Defined Benefit Plans (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Pension Benefits-U.S. Plans: [Member] | ' | ' | ' | ' |
Service cost | $0 | $0 | $0 | $0 |
Interest cost | 4,766 | 4,450 | 9,322 | 8,774 |
Expected return on plan assets | -6,119 | -6,228 | -11,934 | -12,419 |
Amortization | 1,298 | 1,963 | 2,596 | 3,927 |
Net periodic benefit (income) cost | -55 | 185 | -16 | 282 |
Pension Benefits-Non U.S. Plans: [Member] | ' | ' | ' | ' |
Service cost | 1,015 | 862 | 1,912 | 1,822 |
Interest cost | 12,681 | 11,498 | 25,087 | 22,204 |
Expected return on plan assets | -10,914 | -8,669 | -21,643 | -16,490 |
Amortization | 465 | 636 | 1,123 | 1,231 |
Net periodic benefit (income) cost | 3,247 | 4,327 | 6,479 | 8,767 |
Other Post-Retirement Benefits: [Member] | ' | ' | ' | ' |
Service cost | 39 | 45 | 73 | 90 |
Interest cost | 285 | 268 | 583 | 502 |
Amortization | 110 | 177 | 220 | 353 |
Net periodic benefit (income) cost | $434 | $490 | $876 | $945 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash equivalents | $43,488 | $22,032 |
Deferred compensation plans | 2,738 | 2,414 |
Deferred compensation plans liability | 2,738 | 2,414 |
Liability for contingent payment | 2,857 | 6,176 |
Assets, Fair Value Disclosure | 57,428 | 42,300 |
Liabilities, Fair Value Disclosure | 9,793 | 14,929 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Cash equivalents | 43,488 | 22,032 |
Assets, Fair Value Disclosure | 43,488 | 22,032 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Deferred compensation plans | 2,738 | 2,414 |
Deferred compensation plans liability | 2,738 | 2,414 |
Assets, Fair Value Disclosure | 13,940 | 20,268 |
Liabilities, Fair Value Disclosure | 6,936 | 8,753 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liability for contingent payment | 2,857 | 6,176 |
Liabilities, Fair Value Disclosure | 2,857 | 6,176 |
Foreign currency contracts related to customer sales contracts | ' | ' |
Foreign currency contracts designated as hedges, Assets | 9,195 | 11,241 |
Foreign currency contracts not designated as hedges, Assets | 1,110 | 3,642 |
Foreign currency contracts designated as hedges, Liabilities | 400 | 1,126 |
Foreign currency contracts not designated as hedges, Liability | 1,128 | 3,625 |
Foreign currency contracts related to customer sales contracts | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Foreign currency contracts designated as hedges, Assets | 9,195 | 11,241 |
Foreign currency contracts not designated as hedges, Assets | 1,110 | 3,642 |
Foreign currency contracts designated as hedges, Liabilities | 400 | 1,126 |
Foreign currency contracts not designated as hedges, Liability | 1,128 | 3,625 |
Foreign currency contracts related to supplier purchase contracts | ' | ' |
Foreign currency contracts designated as hedges, Assets | 507 | 428 |
Foreign currency contracts not designated as hedges, Assets | 390 | 2,543 |
Foreign currency contracts designated as hedges, Liabilities | 1,131 | 742 |
Foreign currency contracts not designated as hedges, Liability | 1,539 | 846 |
Foreign currency contracts related to supplier purchase contracts | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Foreign currency contracts designated as hedges, Assets | 507 | 428 |
Foreign currency contracts not designated as hedges, Assets | 390 | 2,543 |
Foreign currency contracts designated as hedges, Liabilities | 1,131 | 742 |
Foreign currency contracts not designated as hedges, Liability | $1,539 | $846 |
Foreign_Currency_Contracts_Not
Foreign Currency Contracts Notional Values (Details) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative, Notional Amount | $578,542 | $771,417 |
Foreign currency contracts related to customer sales contracts | Not Designated As Hedging Instrument [Member] | ' | ' |
Derivative, Notional Amount | 194,193 | 244,755 |
Foreign currency contracts related to customer sales contracts | Designated As Hedging Instrument [Member] | ' | ' |
Derivative, Notional Amount | 213,076 | 206,220 |
Foreign currency contracts related to supplier purchase contracts | Not Designated As Hedging Instrument [Member] | ' | ' |
Derivative, Notional Amount | 111,027 | 273,714 |
Foreign currency contracts related to supplier purchase contracts | Designated As Hedging Instrument [Member] | ' | ' |
Derivative, Notional Amount | $60,246 | $46,728 |
Gain_Loss_On_Derivative_Instru
Gain (Loss) On Derivative Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 |
Gain (Loss) on Derivative Used in Net Investment Hedge, Net of Tax | ' | ' | $4,773 | $7,263 |
Designated As Hedging Instrument [Member] | ' | ' | ' | ' |
Gain (Loss) on Derivative Used in Net Investment Hedge, Net of Tax | 2,788 | -4,204 | 4,773 | 7,263 |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to customer sales contracts | ' | ' | ' | ' |
Unrealized Gain (Loss) on Foreign Currency Contracts | 230 | 407 | -1,158 | -590 |
Realized Gain (Loss) on Foreign Currency Contracts | 554 | 386 | -255 | -3,471 |
Designated As Hedging Instrument [Member] | Foreign currency contracts related to supplier purchase contracts | ' | ' | ' | ' |
Unrealized Gain (Loss) on Foreign Currency Contracts | 356 | -110 | -249 | -1,053 |
Realized Gain (Loss) on Foreign Currency Contracts | -329 | -160 | 108 | 1,501 |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to customer sales contracts | ' | ' | ' | ' |
Unrealized Gain (Loss) on Foreign Currency Contracts | 133 | -1,733 | -36 | -489 |
Realized Gain (Loss) on Foreign Currency Contracts | -763 | 440 | -1,714 | -1,972 |
Not Designated As Hedging Instrument [Member] | Foreign currency contracts related to supplier purchase contracts | ' | ' | ' | ' |
Unrealized Gain (Loss) on Foreign Currency Contracts | -1,762 | 1,777 | -2,457 | 867 |
Realized Gain (Loss) on Foreign Currency Contracts | $424 | ($1,028) | $1,774 | $506 |
Liability_For_Contingent_Payme
Liability For Contingent Payments (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 27, 2014 |
Liability for contingent payment, beginning of period | $6,176 |
Interest Accretion | 181 |
Cash payment | -3,500 |
Liability for contingent payment, end of period | $2,857 |
Details_Textual
(Details Textual) (USD $) | 6 Months Ended | |
Jun. 27, 2014 | Dec. 31, 2013 | |
Financial Instruments and Fair Value Measurements [Abstract] | ' | ' |
Payments Of Contingent Consideration Liability | $3,500,000 | ' |
Long-term Debt, Fair Value | $1,900,000,000 | $1,500,000,000 |
Claims_Rollforward_Details
Claims Rollforward (Details) | 6 Months Ended | |||
Jun. 27, 2014 | Jun. 28, 2013 | |||
Asbestos_claims | Asbestos_claims | |||
Claims unresolved, beginning of period | 22,393 | [1] | 23,523 | [1] |
Claims filed(2) | 2,339 | [1],[2] | 2,298 | [1],[2] |
Claims resolved(3) | -2,210 | [1],[3] | -3,188 | [1],[3] |
Claims unresolved, end of period | 22,522 | [1] | 22,633 | [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. |
Asbestos_Litigation_Details_1
Asbestos Litigation (Details 1) (USD $) | Jun. 27, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current asbestos insurance asset(1) | $33,690 | [1] | $32,872 | [1] |
Current asbestos insurance receivable(1) | 44,643 | [1] | 41,943 | [1] |
Long-term asbestos insurance asset(2) | 284,591 | [2] | 299,057 | [2] |
Long-term asbestos insurance receivable(2) | 36,264 | [2] | 21,411 | [2] |
Accrued asbestos liability(3) | 54,335 | [3] | 51,142 | [3] |
Long-term asbestos liability(4) | $343,076 | [4] | $358,288 | [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 its 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_1
Commitments and Contingencies (Details Textual) | 6 Months Ended |
Jun. 27, 2014 | |
Future Claims Period | '15 years |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||||
In Thousands, unless otherwise specified | Jun. 27, 2014 | Jun. 28, 2013 | Jun. 27, 2014 | Jun. 28, 2013 | Dec. 31, 2013 | ||||
Net sales | $1,199,336 | $1,074,118 | $2,253,667 | $2,021,261 | ' | ||||
Income before income taxes | 82,044 | [1] | 93,598 | [1] | 157,460 | [1] | 142,636 | [1] | ' |
Interest expense | 13,624 | [1] | 18,054 | [1] | 25,946 | [1] | 41,343 | [1] | ' |
Restructuring and other related charges | 13,474 | [1] | 4,477 | [1] | 19,786 | [1] | 8,691 | [1] | ' |
Segment operating income (loss) | 109,142 | [1] | 116,129 | [1] | 203,192 | [1] | 192,670 | [1] | ' |
Assets | 7,927,833 | ' | 7,927,833 | ' | 6,589,049 | ||||
Gas Handling [Member] | ' | ' | ' | ' | ' | ||||
Net sales | 401,011 | 352,084 | 825,178 | 627,531 | ' | ||||
Fluid Handling [Member] | ' | ' | ' | ' | ' | ||||
Net sales | 167,929 | 164,679 | 317,711 | 314,337 | ' | ||||
Welding and Cutting [Member] | ' | ' | ' | ' | ' | ||||
Net sales | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ' | ||||
Gas and Fluid Handling [Member] | ' | ' | ' | ' | ' | ||||
Net sales | 568,940 | 516,763 | 1,142,889 | 941,868 | ' | ||||
Segment operating income (loss) | 45,690 | 69,440 | 101,688 | 111,928 | ' | ||||
Assets | 3,979,138 | ' | 3,979,138 | ' | 4,014,002 | ||||
Fabrication Technology [Member] | ' | ' | ' | ' | ' | ||||
Net sales | 630,396 | 557,355 | 1,110,778 | 1,079,393 | ' | ||||
Segment operating income (loss) | 77,088 | 59,427 | 130,951 | 103,895 | ' | ||||
Assets | 3,916,170 | ' | 3,916,170 | ' | 2,526,245 | ||||
Corporate and Other [Member] | ' | ' | ' | ' | ' | ||||
Segment operating income (loss) | -13,636 | -12,738 | -29,447 | -23,153 | ' | ||||
Assets | $32,525 | ' | $32,525 | ' | $48,802 | ||||
[1] | The following is a reconciliation of Income before income taxes to segment operating income: |