−Removed: Colfax Corporation (the “Company”, “Colfax”, “we” or “us”) is a leading diversified technology company that provides fabrication technology and medical technology products and services to customers around the world principally under the ESAB and DJO brands.
+Added: Colfax Corporation (the “Company”, “Colfax”, “we” or “us”) is a leading diversified technology company that provides fabrication technology and medical device products and services to customers around the world, principally under the ESAB and DJO brands.
The Company has been built through a series of acquisitions, as well as organic growth, since its founding in 1995.
We seek to build an enduring premier global enterprise by applying the Colfax Business System (“CBS”) to continuously improve our Company and pursue growth in revenues and improvements in profit and cash flow.
+Added: On March 4, 2021, the Company announced its intention to separate its fabrication technology and specialty medical technology businesses into two differentiated, independent, and publicly traded companies.
+Added: The current Colfax entity will retain the specialty medical technology business under a new name, Enovis Corporation.
+Added: The fabrication technology business will operate independently under the existing ESAB brand name.
+Added: The separation is intended to be structured in a tax-free manner and is targeted to be completed near the end of the first quarter of 2022.
+Added: The assets, liabilities, revenues and expenses of the fabrication technology businesses are included in continuing operations of the Company in the accompanying Consolidated Financial Statements.
On January 13, 2012, we completed the acquisition of Charter International plc (“Charter”), which transformed Colfax from its historical roots as a fluid handling business into a diversified industrial enterprise with a broad global footprint.
−Removed: This acquisition provided an additional growth platform in the fragmented fabrication technology sector, while broadening the scope of our fluid handling platform to include air and gas handling products.
+Added: This acquisition provided a growth platform in the fragmented fabrication technology sector, while broadening the scope of our fluid handling platform to include air and gas handling products.
Following the Charter acquisition, we strengthened and expanded the fluid handling and air & gas handling operations through acquisitions and the application of CBS before divesting the platforms in December 2017 and September 2019, respectively.
On February 22, 2019, we completed the acquisition of DJO Global, Inc.
−Removed: (“DJO”), a global developer, manufacturer and distributor of high-quality medical devices with a broad range of products used for orthopedic bracing, reconstructive implants, rehabilitation, pain management and physical therapy.
+Added: (“DJO”) for a net purchase price of $ 3.15 billion .
+Added: DJO is a global developer, manufacturer and distributor of high-quality medical devices with a broad range of products used for orthopedic bracing, reconstructive implants, rehabilitation, pain management and physical therapy.
DJO products address the continuum of patient care from injury prevention to rehabilitation from injury or degenerative disease, enabling people to regain or maintain their natural motion.
The DJO acquisition is part of our strategic evolution creating a new growth platform in the high-margin orthopedic solutions market.
−Removed: On September 30, 2019, we completed the divestiture of our Air and Gas Handling business for an aggregate purchase price of $ 1.8 billion, including $ 1.67 billion of cash paid at closing, subject to certain adjustments, and the assumption of certain liabilities and minority interests.
−Removed: We used the cash proceeds, net of transaction expenses and estimated taxes, to pay down approximately $1.6 billion of debt.
−Removed: We believe the completion of the DJO acquisition and Air and Gas Handling divestiture has created a much stronger portfolio – one that is less cyclical, higher margin, and with more stable cash generation and an attractive long-term growth outlook.
−Removed: Our fabrication technology and medical technology platforms provide us a foundation on which to drive continuous improvement and compound our results by investing in innovation and attractive acquisitions.
−Removed: During the most recent three-year period, we have complemented our organic growth plans with two acquisitions that have broadened our product offering and technology content in our Fabrication Technology segment.
−Removed: During the year ended December 31, 2020, we completed 5 acquisitions and three investments within our Medical Technology segment.
+Added: On September 30, 2019, we completed the divestiture of our Air and Gas Handling business for an aggregate purchase price of $ 1.8 billion, including $ 1.67 billion of cash paid at closing and the assumption of certain liabilities and minority interests.
+Added: We used the cash proceeds, net of transaction expenses and estimated taxes, to pay down approximately $1.6 billion of debt that was incurred through the DJO acquisition.
+Added: During the year ended December 31, 2020, we completed five acquisitions and three investments, all within our Medical Technology segment.
+Added: During the year ended December 31, 2021, we completed five acquisitions and three investments within our Medical Technology segment, and one acquisition within our Fabrication Technology segment.
See Note 5, “Acquisitions”, for further information.
Our business management system, CBS, is integral to our operations.
−Removed: CBS consists of a comprehensive set of tools that includes repeatable, teachable processes that are designed to drive continuous improvement and create superior value for our customers, shareholders and associates.
+Added: CBS consists of a comprehensive set of tools and repeatable, teachable processes that are designed to drive continuous improvement and create superior value for our customers, shareholders and associates.
Rooted in our core values, it is our culture.
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On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic.
−Removed: The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies and financial markets, and reducing overall demand for the Company’s products.
−Removed: The COVID-19 outbreak
−Removed: has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities in the Consolidated Financial Statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption is difficult to forecast.
+Added: The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for the Company’s products.
+Added: While these impacts lessened in the first half of 2021 due to broadening access to COVID-19 vaccines and gradual relaxing of some government-mandated restrictions, the surge of COVID-19 virus variants in the second half of 2021 has led to the reinstatement of restrictions in certain jurisdictions, disrupting the supply chains and slowing economic recovery.
+Added: The COVID-19 outbreak has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities in the Consolidated Financial Statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption can be difficult to forecast.
+Added: Furthermore, the historical seasonality trends have been disrupted by the commercial impacts caused by the COVID-19 pandemic and, more recently, supply chain disruptions.
Reportable Segments
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Fabrication Technology
−Removed: We formulate, develop, manufacture and supply consumable products and equipment for use in the cutting, joining and automated welding, as well as gas control equipment.
−Removed: For the year ended December 31, 2020, welding consumables represented approximately 69% of our total Net sales in our Fabrication Technology segment.
+Added: We formulate, develop, manufacture and supply consumable products and equipment for use in cutting, joining and automated welding, as well as gas control equipment.
+Added: For the year ended December 31, 2021, welding consumables represented approximately 69% of our Fabrication Technology segment’s total Net sales.
Our fabrication technology products are marketed under several brand names, most notably ESAB, which we believe is well known in the international welding industry.
−Removed: ESAB’s comprehensive range of welding consumables includes electrodes, cored and solid wires and fluxes using a wide range of specialty and other materials, and cutting consumables includes electrodes, nozzles, shields and tips.
+Added: ESAB’s comprehensive range of welding consumables includes electrodes, cored and solid wires and fluxes using a wide range of specialty and other materials, and cutting consumables including electrodes, nozzles, shields and tips.
ESAB’s fabrication technology equipment ranges from portable welding machines to large customized automated cutting and welding systems.
ESAB also offers a range of digital software and solutions to help its customers increase their productivity, remotely monitor their welding operations and digitize their documentation.
−Removed: Products are sold into a wide range of global end markets, including infrastructure, wind power, marine, medical / life sciences, pipelines, mobile/off-highway equipment, oil, gas, and mining.
−Removed: Our sales channels include both independent distributors and direct salespeople, depending on geography and end market.
+Added: Products are sold into a wide range of global end markets, including general industry, construction, infrastructure, transportation, energy, renewable energy, and medical & life sciences.
+Added: Our sales channels include both independent distributors and direct salespeople who, depending on geography and end market, sell our products to our end users.
Medical Technology
−Removed: We develop, manufacture, and distribute high-quality medical devices with a broad range of products used for reconstructive surgery, rehabilitation, pain management and physical therapy.
−Removed: Our products address the continuum of patient care from injury prevention to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion.
+Added: We develop, manufacture and distribute high-quality medical devices and services across the continuum of patient care from injury prevention to joint replacement to rehabilitation after surgery, injury or from degenerative disease, enabling people to regain or maintain their natural motion.
We serve the following two markets where we maintain leading positions in most of their product categories:
−Removed: Prevention & Rehabilitation and Reconstructive.
−Removed: Our products are used by orthopedic specialists, spine surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports related injuries.
+Added: Prevention & Recovery and Reconstructive.
+Added: Our products are used by orthopedic specialists, surgeons, primary care physicians, pain management specialists, physical therapists, podiatrists, chiropractors, athletic trainers and other healthcare professionals to treat patients with musculoskeletal conditions resulting from degenerative diseases, deformities, traumatic events and sports-related injuries.
In addition, many of our non-surgical medical devices and related accessories are used by athletes and patients for injury prevention and at-home physical therapy treatment.
Our product lines include rigid and soft orthopedic bracing, hot and cold therapy, bone growth stimulators, vascular therapy systems and compression garments, therapeutic shoes and inserts, electrical stimulators used for pain management and physical therapy products.
−Removed: Our surgical implant business offers a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger.
−Removed: We reach a diverse customer base through multiple distribution channels, including both independent distributors and direct salespeople, and provide a wide range of medical devices and related products to orthopedic specialists and other healthcare professionals operating in a variety of patient treatment settings and to the retail consumers.
+Added: Our surgical implant business offers a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle,
+Added: We reach a diverse customer base through multiple distribution channels, including both independent distributors and direct salespeople, and provide a wide range of medical devices and related products to orthopedic specialists and other healthcare professionals operating in a variety of patient treatment settings and to retail consumers.
The following discussions of Industry and Competition , International Operations , Research and Development, Intellectual Property, Raw Materials, Seasonality, Working Capital, Regulatory Environment, Human Capital Management, and Company Information and Access to SEC Reports include information that is common to both of our reportable segments, unless indicated otherwise.
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Our customer base is broadly diversified across many sectors of the economy, and we believe customers place a premium on quality, reliability, availability, innovation, and application engineering support.
−Removed: We believe the principal elements of competition in our served markets are the ability to improve customer productivity and solve their technical challenges, reliably and timely supply high-quality products that
−Removed: represent a good value, and offer outstanding aftermarket support including application expertise and engineering capabilities.
+Added: We believe the principal elements of competition in our served markets are the ability to improve customer productivity and solve their technical challenges, reliably and timely supply high-quality products that represent a good value, and offer outstanding aftermarket support including application expertise and engineering capabilities.
Our management believes that we are a leading competitor in each of our markets with leading and well-recognized brands.
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We believe the principal elements of competition are innovation to create better patient outcomes, product quality, product reliability, brand names, and price.
−Removed: We compete with large, diversified corporations and companies that are part of corporate groups that have significantly greater financial, marketing and other resources than we do, as well as numerous smaller niche companies.
+Added: We compete with large, diversified corporations and companies which are part of corporate groups that have significantly greater financial, marketing and other resources than we do, as well as numerous smaller niche companies.
The markets in which our Medical Technology segment competes are also served by Stryker and DePuy Synthes, the medical device business within Johnson & Johnson.
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We intend to continue to expand our direct and indirect distribution capabilities in attractive foreign markets.
−Removed: Our principal markets as a whole outside the U.S.
−Removed: are Europe, Asia, South America, and the Middle East.
−Removed: For the year ended December 31, 2020, approximately 59% of our Net sales were shipped to locations outside of the U.S., with approximately 31% shipped to locations in emerging markets.
+Added: Our principal markets for our Fabrication Technology segment outside the U.S.
+Added: are Europe, Asia, South America, and the Middle East, while our principal market for our Medical Technology segment outside the U.S.
+Added: For our company as a whole for the year ended December 31, 2021, approximately 60% of our Net sales were shipped to locations outside of the U.S., with approximately 32% shipped to locations outside North America and Europe.
Our international operations subject us to certain risks.
−Removed: “Risk Factors — Risks Related to Our Business — The majority of our sales are derived from international operations.
+Added: “Risk Factors — Risks Related to Our Business and Operations”.
+Added: The majority of our sales are derived from international operations.
We are subject to specific risks associated with international operations.
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Our principal raw materials and components for our Medical Technologies segment are ethylene-vinyl acetate copolymer form for our bracing and vascular products and cobalt-chromium alloy, stainless steel alloys, titanium alloy and ultra-high molecular weight polyethylene for our surgical implant products.
−Removed: We believe that our sources of raw materials are adequate for our needs for the foreseeable future and the loss of any one supplier would not have a material adverse effect on our business or results of operations.
+Added: Recent global supply chain issues have created challenges in acquiring certain raw materials, component parts and supplies;
+Added: however, the use of more than one supplier for these helps to mitigate the risk of shortages or delays in the global supply chain.
+Added: We believe our sources of raw materials are adequate for our needs for the foreseeable future and the loss of any one supplier would not have a material adverse effect on our business or results of operations.
Our European operations typically experience a slowdown during the July, August and December vacation seasons for our Fabrication Technology segment.
Sales in our Medical Technology segment typically peak in the fourth quarter.
−Removed: However, the business impact caused by the COVID-19 pandemic, as well as general economic conditions, may distort the effects of historical seasonality patterns and impact future seasonal variations.
+Added: However, the business impact caused by the COVID-19 pandemic, as well as general economic conditions, including recent supply chain disruptions, have distorted and may continue to distort the effects of historical seasonality patterns and impact future seasonal variations.
Working Capital
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The FDA or other regulators may also impose operating restrictions, including a ceasing of operations at one or more facilities, enjoin and restrain certain violations of applicable law pertaining to our products and assess civil or criminal penalties against our officers, employees or us.
−Removed: The FDA or other regulators could also issue a corporate warning letter, a recidivist warning letter, a consent
−Removed: decree of permanent injunction, and/or recommend prosecution.
+Added: The FDA or other regulators could also issue a corporate warning letter, a recidivist warning letter, a consent decree of permanent injunction, and/or recommend prosecution.
DJO has received FDA warning letters in the past, and we cannot assure you that the FDA will not take further action in the future.
Governmental regulations outside the United States have and may continue to become increasingly stringent and complex.
−Removed: In the EU, for example, a new Medical Device Regulation (the “MDR”) was published in 2017 which, when it enters into full force in 2021, will include significant additional premarket and post-market requirements.
+Added: In the EU, for example, the Medical Device Regulation (the “MDR”) was published in 2017 which, when it entered into full force in 2021, includes significant additional premarket and post-market requirements.
In complying with the requirements of this regulation, we have incurred and will need to incur additional costs to comply, which may be significant.
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We were organized as a Delaware corporation in 1998.
−Removed: Our principal executive offices are located at 420 National Business Parkway, 5th Floor, Annapolis Junction, MD 20701, and our main telephone number at that address is (301) 323-9000.
+Added: Our principal executive offices are located at 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, and our main telephone number at that address is (302) 252-9160.
Our corporate website address is www.colfaxcorp.com.
−Removed: We make available, free of charge through our website at http://ir.colfaxcorp.com/investor-relations , our annual and quarterly reports on Form 10-K and Form 10-Q (including related filings in XBRL format), current reports on Form 8-K and any amendments to those reports as soon as practicable after filing or furnishing the material to the SEC.
+Added: We make available, free of charge through our website at https://ir.colfaxcorp.com/investor-relations , our annual and quarterly reports on Form 10-K and Form 10-Q (including related filings in XBRL format), current reports on Form 8-K and any amendments to those reports as soon as practicable after filing or furnishing the material to the SEC.
You may also request a copy of these filings, at no cost, by writing or telephoning us at:
−Removed: Investor Relations, Colfax Corporation, 420 National Business Parkway, 5th Floor, Annapolis Junction, MD 20701, telephone (301) 323-9090.
+Added: Investor Relations, Colfax Corporation, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, telephone (302) 252-9160.
Information contained on our website is not incorporated by reference in this report.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.