Delaware
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001-34045
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54-1887631
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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(d)
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Exhibits
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99.1
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Colfax Corporation press release dated July 29, 2011, reporting financial results for the second quarter ended July 1, 2011.
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99.2
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Colfax Corporation slides for July 29, 2011 conference call reporting financial results for the second quarter ended July 1, 2011.
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99.3
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Colfax Corporation press release dated July 27, 2011
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Colfax Corporation
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Date: July 29, 2011
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By:
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/s/ C. SCOTT BRANNAN
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Name:
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C. Scott Brannan
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Title:
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Senior Vice President, Finance and Chief Financial Officer
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99.1
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Colfax Corporation press release dated July 29, 2011, reporting financial results for the second quarter ended July 1, 2011.
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99.2
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Colfax Corporation slides for July 29, 2011 conference call reporting financial results for the second quarter ended July 1, 2011.
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99.3
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Colfax Corporation press release dated July 27, 2011
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Colfax Reports Second Quarter 2011 Results and Raises 2011 Guidance
FULTON, Md., July 29, 2011 /PRNewswire/ -- Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced financial results for the second quarter ended July 1, 2011. On a year-over-year basis, highlights for the second quarter and year-to-date period include:
Second Quarter of 2011 (all comparisons versus the second quarter of 2010)
Six Months Ended July 1, 2011 (all comparisons versus the six months ended July 2, 2010)
Adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth and organic order growth (decline) are not financial measures calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP"). See below for a description of the measures' usefulness and a reconciliation of these measures to their most directly comparable GAAP financial measures.
Clay Kiefaber, President and Chief Executive Officer, stated, "We are pleased to announce strong results for the second quarter. Sales growth was driven by broad-based strength in all of our end markets. Order growth was consistent with our expectations as growth was robust in our oil and gas, general industrial and commercial marine end markets, while defense and power generation declined as anticipated. We continue to progress with our restructuring, focused on building a leaner, customer-centric organization that optimizes the potential of a unified Colfax team. We have re-evaluated our guidance for full year 2011 and are currently expecting organic sales growth for full year 2011 of 9% to 11% in comparison to 2010, up from our previous guidance of 6% to 8%. Additionally, we anticipate adjusted earnings per share to be within the range of $1.20 to $1.26 for full year 2011 compared to our previous expectation of $1.12 to $1.22."
Non-GAAP Financial Measures and Other Adjustments
Colfax has provided in this press release financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, projected adjusted net income per share, adjusted operating income, earnings before interest, taxes and depreciation (EBITDA), adjusted EBITDA, organic sales growth and organic order growth (decline). Adjusted net income, adjusted net income per share, adjusted EBITDA and adjusted operating income exclude asbestos liability and defense costs and asbestos coverage litigation expenses, and restructuring and other related charges to the extent they impact the periods presented. Adjusted net income and, adjusted net income per share present income taxes at an effective tax rate of 32%. Projected adjusted net income per share excludes estimated restructuring and other related charges, asbestos coverage litigation expenses and asbestos liability and defense costs. Organic sales growth and organic order growth exclude the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of legacy asbestos issues and items outside the control of its operating management team.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release
Conference Call and Webcast
Colfax will host a conference call to provide details about its results on Friday, July 29, 2011 at 8:00 a.m. ET. The call will be open to the public through 877-303-7908 or 678-373-0875 and webcast via Colfax's website at www.colfaxcorp.com under the "Investors" section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call.
About Colfax Corporation
Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, defense and general industrial markets. Colfax's operating subsidiaries supply products under the well-known brands Allweiler, Baric, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption "Risk Factors". In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.
The term "Colfax" in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.
Colfax Corporation | |||||
Three Months Ended | Six Months Ended | ||||
July 1, 2011 | July 2, 2010 | July 1, 2011 | July 2, 2010 | ||
Net sales | $ 186,749 | $ 122,968 | $ 345,307 | $ 242,939 | |
Cost of sales | 122,075 | 79,987 | 227,379 | 158,202 | |
Gross profit | 64,674 | 42,981 | 117,928 | 84,737 | |
Selling, general and administrative expense | 41,010 | 28,413 | 75,948 | 57,902 | |
Research and development expense | 1,493 | 1,520 | 3,101 | 3,148 | |
Restructuring and other related charges | 242 | 3,035 | 2,219 | 7,074 | |
Asbestos liability and defense cost | 1,920 | 542 | 3,253 | 1,977 | |
Asbestos coverage litigation expense | 3,302 | 4,543 | 5,368 | 8,424 | |
Operating income | 16,707 | 4,928 | 28,039 | 6,212 | |
Interest expense | 1,462 | 1,718 | 3,289 | 3,531 | |
Income before income taxes | 15,245 | 3,210 | 24,750 | 2,681 | |
Provision for income taxes | 4,855 | 1,122 | 7,805 | 967 | |
Net income | $ 10,390 | $ 2,088 | $ 16,945 | $ 1,714 | |
Net income per share - basic | $ 0.24 | $ 0.05 | $ 0.39 | $ 0.04 | |
Net income per share - diluted | $ 0.23 | $ 0.05 | $ 0.38 | $ 0.04 | |
Colfax Corporation | |||||
Three Months Ended | Six Months Ended | ||||
July 1, 2011 | July 2, 2010 | July 1, 2011 | July 2, 2010 | ||
EBITDA | |||||
Net income | $ 10,390 | $ 2,088 | $ 16,945 | $ 1,714 | |
Interest expense | 1,462 | 1,718 | 3,289 | 3,531 | |
Provision for income taxes | 4,855 | 1,122 | 7,805 | 967 | |
Depreciation and amortization | 6,767 | 3,575 | 12,120 | 7,310 | |
EBITDA | $ 23,474 | $ 8,503 | $ 40,159 | $ 13,522 | |
EBITDA margin | 12.6% | 6.9% | 11.6% | 5.6% | |
Adjusted EBITDA | |||||
Net income | $ 10,390 | $ 2,088 | $ 16,945 | $ 1,714 | |
Interest expense | 1,462 | 1,718 | 3,289 | 3,531 | |
Provision for income taxes | 4,855 | 1,122 | 7,805 | 967 | |
Depreciation and amortization | 6,767 | 3,575 | 12,120 | 7,310 | |
Restructuring and other related charges | 242 | 3,035 | 2,219 | 7,074 | |
Asbestos liability and defense costs | 1,920 | 542 | 3,253 | 1,977 | |
Asbestos coverage litigation expenses | 3,302 | 4,543 | 5,368 | 8,424 | |
Adjusted EBITDA | $ 28,938 | $ 16,623 | $ 50,999 | $ 30,997 | |
Adjusted EBITDA margin | 15.5% | 13.5% | 14.8% | 12.8% | |
Adjusted Operating Income | |||||
Operating income | $ 16,707 | $ 4,928 | $ 28,039 | $ 6,212 | |
Restructuring and other related charges | 242 | 3,035 | 2,219 | 7,074 | |
Asbestos liability and defense costs | 1,920 | 542 | 3,253 | 1,977 | |
Asbestos coverage litigation expenses | 3,302 | 4,543 | 5,368 | 8,424 | |
Adjusted operating income | $ 22,171 | $ 13,048 | $ 38,879 | $ 23,687 | |
Adjusted operating income margin | 11.9% | 10.6% | 11.3% | 9.8% | |
Adjusted Net Income and Adjusted Earnings Per Share | |||||
Net income | $ 10,390 | $ 2,088 | $ 16,945 | $ 1,714 | |
Restructuring and other related charges | 242 | 3,035 | 2,219 | 7,074 | |
Asbestos liability and defense costs | 1,920 | 542 | 3,253 | 1,977 | |
Asbestos coverage litigation expenses | 3,302 | 4,543 | 5,368 | 8,424 | |
Tax adjustment to effective rate of 32% | (1,772) | (2,504) | (3,584) | (5,483) | |
Adjusted net income | $ 14,082 | $ 7,704 | $ 24,201 | $ 13,706 | |
Adjusted net income margin | 7.5% | 6.3% | 7.0% | 5.6% | |
Weighted-average shares outstanding - diluted | 44,277,234 | 43,564,812 | 44,203,940 | 43,496,948 | |
Adjusted net income per share | $ 0.32 | $ 0.18 | $ 0.55 | $ 0.32 | |
Net income per share - diluted (in accordance with GAAP) | $ 0.23 | $ 0.05 | $ 0.38 | $ 0.04 | |
Colfax Corporation | |||||
Net Sales | Orders | ||||
$ | % | $ | % | ||
(In millions) | |||||
As of and for the three months ended July 2, 2010 | $ 123.0 | $ 155.6 | |||
Components of Change: | |||||
Existing businesses | 17.7 | 14.4 % | (9.7) | (6.2)% | |
Acquisitions | 34.9 | 28.4 % | 38.0 | 24.4 % | |
Foreign currency translation | 11.1 | 9.0 % | 11.8 | 7.6 % | |
63.7 | 51.8 % | 40.1 | 25.8 % | ||
As of and for the three months ended July 1, 2011 | $ 186.7 | $ 195.7 | |||
Net Sales | Orders | Backlog at Period End | |||||
$ | % | $ | % | $ | % | ||
(In millions) | |||||||
As of and for the six months ended July 2, 2010 | $ 242.9 | $ 275.1 | $ 297.1 | ||||
Components of Change: | |||||||
Existing businesses | 38.8 | 16.0 % | 17.5 | 6.4 % | (24.8) | (8.3)% | |
Acquisitions | 50.8 | 20.9 % | 49.1 | 17.8 % | 82.4 | 27.7 % | |
Foreign currency translation | 12.8 | 5.3 % | 12.9 | 4.7 % | 28.5 | 9.6 % | |
102.4 | 42.2 % | 79.5 | 28.9 % | 86.1 | 29.0 % | ||
As of and for the six months ended July 1, 2011 | $ 345.3 | $ 354.6 | $ 383.2 | ||||
Colfax Corporation | |||
EPS Range | |||
Projected net income per share - fully diluted | $ 0.87 | $ 0.93 | |
Restructuring and other related charges | 0.12 | 0.12 | |
Asbestos coverage litigation | 0.12 | 0.12 | |
Asbestos liability and defense costs | 0.09 | 0.09 | |
Projected adjusted net income per share - fully diluted | $ 1.20 | $ 1.26 | |
CONTACT: Scott Brannan, Chief Financial Officer, Colfax Corporation, +1-301-323-9005, Scott.Brannan@colfaxcorp.com
Steve Simms Appointed to Colfax Board of Directors
FULTON, Md., July 27, 2011 /PRNewswire/ -- The Board of Directors of Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, announced today that it has appointed Steven E. Simms, Chairman of the Board of Directors of Apex Tools and former Executive Vice President of Danaher Corporation (NYSE: DHR), to its Board effective July 27, 2011. This appointment increases the size of Colfax's Board of Directors from eight to nine members. Mr. Simms will serve as a member of the Compensation Committee.
Mitchell P. Rales, Chairman of the Board of Colfax, said, "We are very pleased to have Steve join our Board. Steve is one of the most seasoned executives I have come across during my career and is another outstanding addition to our Board. His extensive leadership experience, coupled with his international expertise, will provide a major contribution to Colfax as we continue to expand our global presence and leverage our portfolio of brands. One of Steve's major contributions at Danaher was the growth of the tool business in China. Under his leadership, Danaher's tool business in China grew from $20 million in sales to over $150 million and became the #1 tool brand in China. He also recruited a world class team of Chinese nationals. During his time at Danaher, Steve was also an accomplished promoter and practitioner of the Danaher Business System, which the Colfax Business System was modeled after. I am confident that his knowledge and experience will assist the Board of Directors and the Colfax management team in executing Colfax's long-term growth plan."
Mr. Simms held a variety of leadership roles during his 11-year career at Danaher. He became Executive Vice President in 2000 and served in that role through his retirement in 2007, during which time he was instrumental in Danaher's international growth and success. He previously served as Vice President–Group Executive from 1998 to 2000 and as an executive in Danaher's tools and components business from 1996 to 1998. Prior to joining Danaher, Mr. Simms held roles of increasing authority at Black & Decker Corporation, most notably President–European Operations and President–Worldwide Accessories. Mr. Simms started his career at the Quaker Oats Company where he held a number of brand management roles. He currently serves as Chairman of the Board of Apex Tools, which was formed in 2010 as a joint venture between Danaher Tool Group and Cooper Tools, is a member of the Board of Trustees of The Boys' Latin School of Maryland and is actively involved in a number of other educational and charitable organizations in the Baltimore area.
ABOUT COLFAX CORPORATION – Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, global naval and general industrial markets. Colfax's operating subsidiaries supply products under the well-known brands Allweiler, Baric, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption "Risk Factors". In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.
The term "Colfax" in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.
CONTACT: Scott Brannan, +1-301-323-9005, scott.brannan@colfaxcorp.com