Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report on Form 10-K, the Company’s disclosure controls and procedures were effective in providing reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)) identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of Colfax Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Internal control over financial reporting includes policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with the authorization of management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment of the effectiveness of internal control over financial reporting as of December 31, 2021 based on the criteria established in Internal Control - Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2021.
Our independent registered public accounting firm is engaged to express an opinion on our internal control over financial reporting, as stated in its report which is included in Part II, Item 8 of this Form 10-K under the caption “Report of Independent Registered Public Accounting Firm—Internal Control Over Financial Reporting.”
113
Item 9B. Other Information
None
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None
114
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to our Executive Officers is set forth in Part I of this Form 10-K under the caption “Information About Our Executive Officers”. Additional information regarding our Directors, Audit Committee and compliance with Section 16(a) of the Exchange Act, if necessary, is incorporated by reference to such information included in our proxy statement for our 2022 annual meeting to be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K (the “2022 Proxy Statement”) under the captions “Election of Directors”, “Board of Directors and its Committees - Audit Committee” and “Delinquent Section 16(a) Reports”.
As part of our system of corporate governance, our Board of Directors has adopted a code of ethics that applies to all employees, including our principal executive officer, our principal financial officer, principal accounting officer or other persons performing similar functions. A copy of the code of ethics is available on the Corporate Governance page of the Investor Relations section of our website at www.colfaxcorp.com . We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our code of ethics by posting such information on our website at the address above.
Item 11. Executive Compensation
Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Certain Relationships and Related Person Transactions” and “Director Independence.”
Item 14. Principal Accountant Fees and Services
Information responsive to this item is incorporated by reference to such information included in our 2022 Proxy Statement under the captions “Independent Registered Public Accounting Firm Fees and Services” and “Audit Committee’s Pre-Approval Policies and Procedures.”
115
PART IV
Item 15. Exhibits and Financial Statement Schedules
(A) The following documents are filed as part of this report.
(1) Financial Statements. The financial statements are set forth under “Item 8. Financial Statements and Supplementary Data” of this report on Form 10-K.
(2) Schedules. An index of Exhibits and Schedules begins on page
117
of this report. Schedules other than those listed below have been omitted from this Annual Report because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto.
(3) Exhibits: See exhibits listed under Part (B) below.
(B) Exhibits.
116
INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA AND FINANCIAL STATEMENT SCHEDULE
Schedule: Page Number in Form 10-K
Valuation and Qualifying Accounts 125
EXHIBIT INDEX
Exhibit
No.
Description
Location
2.1
Purchase Agreement, dated as of September 24, 2017, by and between Colfax Corporation and CIRCOR International, Inc. Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on September 25, 2017
2.2
Agreement and Plan of Merger, dated as of November 19, 2018, by and among DJO Global, Inc. Colfax Corporation, Motion Merger Sub, Inc. and Grand Slam Holdings, LLC Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on November 19, 2018
2.3
Equity and Asset Purchase Agreement, dated as of May 15, 2019, by and among Colfax Corporation, the entities set forth on Schedule I-A thereto, Granite Holdings US Acquisition Co. International, Inc. and Brilliant 3047, GmbH Incorporated by reference to Exhibit 2.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 17, 2019
3.1
Amended and Restated Certificate of Incorporation of Colfax Corporation Incorporated by reference to Exhibit 3.01 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012
3.2
Colfax Corporation Amended and Restated Bylaws Incorporated by reference to Exhibit 3.02 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 23, 2015
4.1
Specimen Common Stock Certificate Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
4.2
Indenture, dated as of April 19, 2017, by and among Colfax Corporation, as issuer, the Subsidiary Guarantors named therein, Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Luxembourg S.A., as transfer agent, registrar and authenticating agent, and Form of Global Note included therein Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on April 19, 2017
4.3
Purchase Contract Agreement dated as of January 11, 2019, by and between Colfax Corporation and U.S. Bank National Association, as purchase contract agent, attorney-in-fact for holders of purchase contracts and trustee under the indenture Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 11, 2019
4.4
Indenture dated as of January 11, 2019, by and between Colfax Corporation and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.4 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 11, 2019
4.5
First Supplemental Indenture, dated as of January 11, 2019, between Colfax Corporation and U.S. Bank National Association, as trustee Incorporated by reference to Exhibit 4.5 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 11, 2019
4.6
Indenture, dated as of February 5, 2019, between CFX Escrow Corporation, as issuer, and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on February 25, 2019
4.7
First Supplemental Indenture, dated as of February 22, 2019, by and among Colfax Corporation (as successor to CFX Escrow Corporation), the guarantors named therein and Wilmington Trust, National Association, as trustee Incorporated by reference to Exhibit 4.2 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on February 25, 2019
117
Exhibit
No.
Description
Location
4.8
Description of Securities registered under Section 12 of the Exchange Act Filed herewith
10.1
Colfax Corporation 2008 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
10.2
Colfax Corporation 2008 Omnibus Incentive Plan, as amended and restated April 2, 2012* Incorporated by reference to Exhibit 10.07 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on August 7, 2012
10.3
Colfax Corporation 2016 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.01 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 28, 2016
10.4
Form of Non-Qualified Stock Option Agreement for officers * Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.5
Form of Non-Qualified Stock Option Agreement for officers with retirement provision * Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.6
Form of Non-Qualified Stock Option Agreement for non-officers * Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.7
Form of Non-Qualified Stock Option Agreement for non-officers with retirement provision* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.8
Form of Performance Stock Unit Agreement* Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.9
Form of Performance Stock Unit Agreement with retirement provision* Incorporated by reference to Exhibit 10.10 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.10
Form of Restricted Stock Unit Agreement* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.11
Form of Restricted Stock Unit Agreement with retirement provisions* Incorporated by reference to Exhibit 10.12 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.12
Form of Outside Director Deferred Stock Unit Agreement* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.13
Form of Outside Director Restricted Stock Unit Agreement (no deferral)* Incorporated by reference to Exhibit 10.10 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.14
Form of Outside Director Deferred Stock Unit Agreement for deferral of grants of restricted stock * Incorporated by reference to Exhibit 10.11 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.15
Form of Outside Director Deferred Stock Unit Agreement for deferral of director fees* Incorporated by reference to Exhibit 10.12 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.16
Form of Outside Director Non-Qualified Stock Option Agreement* Incorporated by reference to Exhibit 10.13 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 14, 2017
10.17
Colfax Corporation 2020 Omnibus Incentive Plan* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
118
Exhibit
No. Description Location
10.18
Form of Non-Qualified Stock Option Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.2 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.19
Form of Non-Qualified Stock Option Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.20
Form of Non-Qualified Stock Option Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.21
Form of Performance Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.22
Form of Performance Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.23
Form of Restricted Stock Unit Agreement – Chief Executive Officer (2020 Plan)* Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.24
Restricted Stock Unit Agreement – Officer (w/ Retirement) (2020 Plan)* Incorporated by reference to Exhibit 10.8 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.25
Form of Restricted Stock Unit Agreement – Outside Director (2020 Plan)* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 27, 2020
10.26
Form of Retention Restricted Stock Unit Agreement (2020 Plan)*
Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.27
Colfax Corporation Amended and Restated Excess Benefit Plan, effective as of January 1, 2013* Incorporated by reference to Exhibit 10.13 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 19, 2013
10.28
Amendment No. 1 to Colfax Corporation Amended and Restated Excess Benefit Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.19 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.29
Colfax Corporation Nonqualified Deferred Compensation Plan, as effective January 1, 2016* Incorporated by reference to Exhibit 10.15 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 16, 2016
10.30
Amendment No. 1 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of February 13, 2017* Incorporated by reference to Exhibit 10.21 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.31
Amendment No. 2 to Colfax Corporation Nonqualified Deferred Compensation Plan, dated December 12, 2018* Incorporated by reference to Exhibit 10.22 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 24, 2020
10.32
Amendment No. 3 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of December 1, 2020* Filed herewith
10.33
Amendment No. 4 to Colfax Corporation Nonqualified Deferred Compensation Plan, effective as of January 1, 2022* Filed herewith
10.34
Employment Agreement between Matthew L. Trerotola and Colfax Corporation* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on July 23, 2015
10.35
Letter Agreement between Colfax Corporation and Christopher Hix* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 28, 2016
119
Exhibit
No. Description Location
10.36
Employment Agreement between Colfax Corporation and Daniel A. Pryor* Incorporated by reference to Exhibit 10.04 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on August 7, 2012
10.37
Letter Agreement between Colfax Corporation and Shyam Kambeyanda* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 28, 2017
10.38
Employment Agreement, dated as of November 14, 2016, by and between DJO Global, Inc. and Brady Shirley* Incorporated by reference to Exhibit 10.35 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 19, 2021
10.39
Form of Indemnification Agreement between Colfax Corporation and each of its directors and executive officers* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on May 1, 2008
10.40
Form of Change in Control Agreement* Incorporated by reference to Exhibit 10.01 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on October 29, 2020
10.41
Colfax Corporation Annual Incentive Plan, as amended and restated April 3, 2020* Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on April 9, 2020
10.42
Colfax Executive Officer Severance Plan* Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 23, 2015
10.43
Colfax Corporation Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.9 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on April 23, 2008
10.44
Amendment No. 1 to the Colfax Corporation Director Deferred Compensation Plan* Incorporated by reference to Exhibit 10.24 to Colfax Corporation’s Form 10-K (File 333-148486) as filed with the SEC on February 16, 2018
10.45
Credit Agreement, dated December 17, 2018, by and among Colfax Corporation, as the borrower, certain U.S. subsidiaries of Colfax Corporation identified therein, as guarantors, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Loan Funding LLC, as syndication agent, and the co-documentation agents named therein Incorporated by reference to Exhibit 99.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on December 18, 2018
10.46
Amendment No. 1 to Credit Agreement dated as of September 25, 2019. Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on October 31, 2019
10.47
Amendment No. 2 to Credit Agreement dated as of December 6, 2019 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on December 11, 2019
10.48
Amendment No. 3 to Credit Agreement dated as of May 1, 2020 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on May 7, 2020
10.49
Amendment No. 4 to Credit Agreement dated as of April 15, 2021 Incorporated by reference to Exhibit 10.1 to Colfax Corporation’s Form 10-Q (File No. 001-34045) as filed with the SEC on July 28, 2021
10.50
Registration Rights Agreement, dated May 30, 2003, by and among Colfax Corporation, Colfax Capital Corporation, Janalia Corporation, Equity Group Holdings, L.L.C., and Mitchell P. Rales and Steven M. Rales Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form S-1 (File 333-148486) as filed with the SEC on March 11, 2008
10.51
Amendment No. 1 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P. Rales and Steven M. Rales, dated February 18, 2013 Incorporated by reference to Exhibit 10.30 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 19, 2013
120
Exhibit
No. Description Location
10.52
Amendment No. 2 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P. Rales and Steven M. Rales, dated February 15, 2016 Incorporated by reference to Exhibit 10.37 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 16, 2016
10.53
Amendment No. 3 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P. Rales and Steven M. Rales, dated February 21, 2019 Incorporated by reference to Exhibit 10.40 to Colfax Corporation’s Form 10-K (File No. 001-34045) as filed with the SEC on February 21, 2019
10.54
Amendment No. 4 to the Registration Rights Agreement, by and among Colfax Corporation and Mitchell P. Rales and Steven M. Rales, dated February 21, 2022 Filed herewith
10.55
Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Mitchell P. Rales Incorporated by reference to Exhibit 10.02 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012
10.56
Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Steven M. Rales Incorporated by reference to Exhibit 10.03 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012
10.57
Registration Rights Agreement, dated as of January 24, 2012, between Colfax Corporation and Markel Corporation Incorporated by reference to Exhibit 10.04 to Colfax Corporation’s Form 8-K (File No. 001-34045) as filed with the SEC on January 30, 2012
10.58
Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Matthew Trerotola* Incorporated by reference to Exhibit 10.2 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.59
Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Christopher Hix* Incorporated by reference to Exhibit 10.3 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.6
Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Daniel Pryor* Incorporated by reference to Exhibit 10.4 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.61
Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*
Incorporated by reference to Exhibit 10.5 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.62
Retention Agreement, dated March 5, 2021, by and between Colfax Corporation and Brady Shirley*
Incorporated by reference to Exhibit 10.6 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
10.63
Change in Control Agreement, dated March 5, 2021, by and between Colfax Corporation and Shyam Kambeyanda*
Incorporated by reference to Exhibit 10.7 to Colfax Corporation’s Form 8-K (File No. 001-3405) as filed with the SEC on March 5, 2021
21.1
Subsidiaries of registrant Filed herewith
23.1
Consent of Independent Registered Public Accounting Firm Filed herewith
31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 Filed herewith
31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith
32.1
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith
32.2
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith
101.INS Inline XBRL Instance Document Filed herewith
101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith
121
Exhibit
No. Description Location
101.CAL Inline XBRL Extension Calculation Linkbase Document Filed herewith
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is formatted in Inline XBRL (included as Exhibit 101). Filed herewith
* Indicates management contract or compensatory plan, contract or arrangement.
122
Item 16. Form 10-K Summary
None.
123
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 22, 2022.
COLFAX CORPORATION
By: /s/ MATTHEW L. TREROTOLA
Matthew L. Trerotola
President and Chief Executive Officer
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Date: February 22, 2022
/s/ MATTHEW L. TREROTOLA
Matthew L. Trerotola
President and Chief Executive Officer
(Principal Executive Officer)
/s/ CHRISTOPHER M. HIX
Christopher M. Hix
Executive Vice President, Finance and Chief Financial Officer
(Principal Financial Officer)
/s/ DOUGLAS J. PITTS
Douglas J. Pitts
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ MITCHELL P. RALES
Mitchell P. Rales
Chairman of the Board
/s/ PATRICK W. ALLENDER
Patrick W. Allender
Director
/s/ THOMAS S. GAYNER
Thomas S. Gayner
Director
/s/ RHONDA L. JORDAN
Rhonda L. Jordan
Director
/s/ LIAM J. KELLY
Liam J. Kelly
Director
/s/ A. CLAYTON PERFALL
A. Clayton Perfall
Director
/s/ DIDIER TEIRLINCK
Didier Teirlinck
Director
/s/ RAJIV VINNAKOTA
Rajiv Vinnakota
Director
/s/ SHARON L. WIENBAR
Sharon L. Wienbar
Director
/s/ PHILIP OKALA
Philip Okala
Director
124
COLFAX CORPORATION AND SUBSIDIARIES
SCHEDULE II–VALUATION AND QUALIFYING ACCOUNTS
Balance at
Beginning
of Period Charged to Cost and
Expense (1)
Charged to Other
Accounts (2)
Write-Offs Write-Downs and
Deductions Foreign
Currency
Translation Balance at
End of
Period
(Dollars in thousands)
Year Ended December 31, 2021:
Allowance for credit losses $ 37,666 $ 2,546 $ — $ ( 6,680 ) $ ( 1,031 ) $ 32,501
Valuation allowance for deferred tax assets 203,341 ( 10,334 ) 1,352 — ( 827 ) 193,532
Year Ended December 31, 2020:
Allowance for credit losses (3)
$ 36,009 $ 7,574 $ — $ ( 5,165 ) $ ( 752 ) $ 37,666
Valuation allowance for deferred tax assets 149,037 6,194 48,525 — ( 415 ) 203,341
Year Ended December 31, 2019:
Allowance for credit losses $ 35,152 $ 14,018 $ — $ ( 16,255 ) $ ( 281 ) $ 32,634
Valuation allowance for deferred tax assets 148,023 11,250 9,100 ( 18,636 ) ( 700 ) 149,037
(1) Amounts charged to expense are net of recoveries for the respective period.
(2) Represents fair value adjustments related to acquisitions, as well as amounts charged to goodwill and reclassifications to deferred tax asset accounts.
(3) The Allowance for credit losses as of January 1, 2020 includes the cumulative-effect adjustment of the adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
S-1