Unassociated Document
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549
 

FORM 8-K
 

CURRENT REPORT
 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 27, 2011
 

Colfax Corporation

(Exact name of registrant as specified in its charter)

 
Delaware
001-34045
54-1887631
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)

 

8170 Maple Lawn Boulevard, Suite 180
Fulton, MD 20759
(Address of Principal Executive Offices) (Zip Code)
 
(301) 323-9000
(Registrant’s telephone number, including area code)
 
 (Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 2.02.  Results of Operations and Financial Condition.

On October 27, 2011, Colfax Corporation issued a press release reporting financial results for the third quarter ended September 30, 2011.  A copy of Colfax Corporation’s press release is attached to this report as Exhibit 99.1 and is incorporated in this report by reference.  Colfax Corporation has scheduled a conference call for 8:00 a.m. EDT on October 27, 2011 to discuss its financial results, and slides for that call are attached to this report as Exhibit 99.2 and are incorporated in this report by reference.

 
 

 

Item 9.01.  Financial Statements and Exhibits.

(d)
Exhibits
     
 
99.1
Colfax Corporation press release dated October 27, 2011, reporting financial results for the third quarter ended September 30, 2011.
     
 
99.2
Colfax Corporation slides for October 27, 2011 conference call reporting financial results for the third quarter ended September 30, 2011.




 
 

 

 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
Colfax Corporation
 
     
Date: October 27, 2011
By:
/s/ C. SCOTT BRANNAN
 
 
Name:
C. Scott Brannan
 
Title:
Senior Vice President, Finance and Chief
Financial Officer
     


 
 

 

EXHIBIT INDEX

99.1
Colfax Corporation press release dated October 27, 2011, reporting financial results for the third quarter ended September 30, 2011.
   
99.2
Colfax Corporation slides for October 27, 2011 conference call reporting financial results for the third quarter ended September 30, 2011.





Colfax Reports Third Quarter 2011 Results

FULTON, Md., Oct. 27, 2011 /PRNewswire/ -- Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced financial results for the third quarter ended September 30, 2011. On a year-over-year basis, highlights for the third quarter and year-to-date period include:

Third Quarter of 2011 (all comparisons versus the third quarter of 2010)

  • Net income of $3.7 million (8 cents per share – basic and diluted); adjusted net income (as defined below) of $16.3 million (37 cents per share), an increase of 71.6%
  • Net sales of $170.3 million, an increase of 28.6%; organic sales increase (as defined below) of 10.4%
  • Operating income of $5.4 million; adjusted operating income (as defined below) of $23.9 million, an increase of 53.2%  
  • Third quarter orders of $174.8 million, an increase of 40.9%; organic order increase (as defined below) of 28.8%  
  • Backlog of $373.4 million at period end

Nine Months Ended September 30, 2011 (all comparisons versus the nine months ended October 1, 2010)

  • Net income of $20.6 million (47 cents per share – basic and diluted); adjusted net income (as defined below) of $40.5 million (91 cents per share), an increase of 73.8%
  • Net sales of $515.6 million, an increase of 37.4%; organic sales increase (as defined below) of 14.0%
  • Operating income of $33.5 million; adjusted operating income (as defined below) of $62.8 million, an increase of 59.8%  
  • Year-to-date 2011 orders of $529.4 million, an increase of 32.6%; organic order increase (as defined below) of 13.3%

Adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth and organic order growth 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 third quarter. Sales growth was driven by broad-based strength in all of our end markets. Order growth exceeded our expectations as growth was robust in all of our end markets on both a total and organic basis. We continue to progress with our restructuring, focused on building a leaner, customer-centric organization that optimizes the potential of a unified Colfax team and expect to begin to realize the cost-savings from our strategic priority projects during 2012. The proposed acquisition of Charter International plc, which was announced during the quarter, will be a transformational acquisition for Colfax that will increase our scale, add a new growth platform and create a truly global industry leader. We are also excited about the balance it provides to our portfolio, which will have revenues approximately evenly distributed between fore- and aftermarket, emerging and developed economies, and short- and long-cycle businesses.

"During the third quarter, we also welcomed Steve Wittig to the organization as SVP of the Colfax Business System and Supply Chain Strategy. Steve is a critical addition to the leadership team and will lead our efforts in enhancing our CBS effectiveness and ensuring that our future leaders have the appropriate skill set to achieve sustained levels of excellence. He will also be responsible for taking our global supply chain strategy to the next level."

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, adjusted operating income, earnings before interest, taxes and depreciation (EBITDA), adjusted EBITDA, organic sales growth and organic order growth. 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, restructuring and other related charges, and beginning in Q3 2011, charges related to the proposed Charter acquisition to the extent they impact the periods presented. As we are currently anticipating a reduction in our 2011 adjusted-basis effective tax rate from 32% to 30.5%, the effective tax rates used to calculate adjusted net income and adjusted net income per share present income taxes are 30.5% and 28.2% for the year to date and Q3 periods of 2011, respectively, in comparison to 32% for both the year to date and Q3 periods of 2010. 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, costs related to the Charter acquisition 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 Thursday, October 27, 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 fact, including the expected effects of the proposed Charter acquisition, its anticipated benefits and potential impact on our business. 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 including its 2010 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the period ended September 30, 2011 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
Condensed Consolidated Statements of Operations
Dollars in thousands, except per share data
(Unaudited)



Three Months Ended

Nine Months Ended


September 30,

2011

October 1,

2010

September 30,

2011

October 1,

2010

Net sales                                           

$  170,294

$  132,397

$  515,601

$  375,336

Cost of sales                                        

109,667

85,300

337,046

243,502

Gross profit                                         

60,627

47,097

178,555

131,834

Selling, general and administrative expense                

40,972

29,927

116,920

87,829

Research and development expense                     

1,439

1,583

4,540

4,731

Restructuring and other related charges                   

5,299

2,441

7,518

9,515

Asbestos liability and defense cost                       

4,391

2,202

7,644

4,179

Asbestos coverage litigation expense                    

3,086

2,339

8,454

10,763

Operating income                                     

5,440

8,605

33,479

14,817

Interest expense                                     

1,218

1,544

4,507

5,075

Income before income taxes                            

4,222

7,061

28,972

9,742

Provision for income taxes                             

532

1,210

8,337

2,177

Net income                                         

$         3,690

$          5,851

$      20,635

$        7,565

Net income per share—basic and diluted                  

$           0.08

$            0.13

$          0.47

$          0.17




Colfax Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in thousands, except per share data
(Unaudited)



Three Months Ended

Nine Months Ended


September 30,

2011

October 1,

2010

September 30,

2011

October 1,

2010

EBITDA





Net income                                         

$        3,690

$  5,851

$      20,635

$        7,565

Interest expense                                     

1,218

1,544

4,507

5,075

Provision for income taxes                             

532

1,210

8,337

2,177

Depreciation and amortization                           

5,306

3,932

17,426

11,242

EBITDA                                             

$      10,746

$       12,537

$      50,905

$      26,059

EBITDA margin                                       

6.3%

9.5%

9.9%

6.9%






Adjusted EBITDA





Net income                                         

$        3,690

$  5,851

$      20,635

$       7,565

Interest expense                                     

1,218

1,544

4,507

5,075

Provision for income taxes                             

532

1,210

8,337

2,177

Depreciation and amortization                           

5,306

3,932

17,426

11,242

Charter acquisition-related costs                         

5,728

5,728

Restructuring and other related charges                   

5,299

2,441

7,518

9,515

Asbestos liability and defense costs                     

4,391

2,202

7,644

4,179

Asbestos coverage litigation expenses                   

3,086

2,339

8,454

10,763

Adjusted EBITDA                                     

$      29,250

$       19,519

$      80,249

$     50,516

Adjusted EBITDA margin                               

17.2%

14.7%

15.6%

13.5%






Adjusted Operating Income





Operating income                                     

$        5,440

$         8,605

$      33,479

$     14,817

Charter acquisition-related costs                         

5,728

5,728

Restructuring and other related charges                   

5,299

2,441

7,518

9,515

Asbestos liability and defense costs                     

4,391

2,202

7,644

4,179

Asbestos coverage litigation expenses                   

3,086

2,339

8,454

10,763

Adjusted operating income                             

$      23,944

$       15,587

$      62,823

$     39,274

Adjusted operating income margin                       

14.1%

11.8%

12.2%

10.5%






Adjusted Net Income and Adjusted Earnings Per Share





Net income                                         

$        3,690

$  5,851

$      20,635

$       7,565

Restructuring and other related charges                   

5,299

2,441

7,518

9,515

Charter acquisition-related costs                         

5,728

5,728

Asbestos liability and defense costs                     

4,391

2,202

7,644

4,179

Asbestos coverage litigation expenses                   

3,086

2,339

8,454

10,763

Tax adjustment to effective rate(1)                       

(5,865)

(3,284)

(9,449)

(8,767)

Adjusted net income                                  

$      16,329

$         9,549

$      40,530

$     23,255

Adjusted net income margin                             

9.6%

7.2%

7.9%

6.2%






Weighted-average shares outstanding—diluted             

44,411,970

43,619,252

44,299,157

43,539,372

Adjusted net income per share                          

$          0.37

$          0.22

$          0.91

$          0.53






Net income per share—diluted (in accordance with GAAP)   

$          0.08

$          0.13

$          0.47

$          0.17



(1) As we are currently anticipating a reduction in our 2011 adjusted-basis effective tax rate from 32% to 30.5%, the effective tax rates used to calculate adjusted net income and adjusted net income per share present income taxes are 30.5% and 28.2% for the year to date and Q3 periods of 2011, respectively, in comparison to 32% for both the year to date and Q3 periods of 2010.  




Colfax Corporation
Change in Sales, Orders and Backlog
Dollars in millions
(Unaudited)



Net Sales

Orders


$

%

$

%


(In millions)

Three months ended October 1, 2010       

$  132.4


$  124.1


Components of Change:





Existing businesses                     

13.8

10.4 %

35.7

28.8 %

Acquisitions                           

14.9

11.3 %

6.0

4.8 %

Foreign currency translation              

9.2

6.9 %

9.0

7.3 %


37.9

28.6 %

50.7

40.9 %

Three months ended September 30, 2011   

$  170.3


$ 174.8







Net Sales

Orders

Backlog at Period End


$

%

$

%

$

%


(In millions)

As of and for the nine months ended October 1, 2010

$  375.3


$ 399.2


$  351.2


Components of Change:







Existing businesses                    

52.6

14.0 %

53.2

13.3 %

(17.3)

(4.9)%

Acquisitions                          

65.7

17.5 %

55.1

13.8 %

40.6

11.5 %

Foreign currency translation             

22.0

5.9 %

21.9

5.5 %

(1.1)

(0.3)%


140.3

37.4 %

130.2

32.6 %

22.2

6.3 %

As of and for the nine months ended September 30, 2011

$  515.6


$ 529.4


$  373.4







CONTACT: Scott Brannan, Chief Financial Officer, Colfax Corporation, +1-301-323-9005, Scott.Brannan@colfaxcorp.com

 

Third Quarter 2011 Earnings Call October 27, 2011

 
 

Q3 2011 Earnings Call 1 The following information contains forward - looking statements, including forward - looking statements within the meaning of the 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, including the expected effects of the proposed Charter acquisition, its anticipated benefits and the potential impact on our business. 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 including its 2010 Annual Report on Form 10 - K and its Quarterly Report on Form 10 - Q for the period ended September 30, 2011 under the caption “Risk Factors”. In addition, these statements are based on a number of assumptions that are subject to change. This presentation speaks only as of this date. Colfax disclaims any duty to update the information herein. Forward - Looking Statements

 
 

Q3 2011 Earnings Call 2 ▪ Adjusted net income of $16.3 million (37 cents per share) compared to $9.5 million (22 cents per share) in Q3 2010, an increase of 71.6%; Q3 2011 results include the positive 2 cent per share effect of currency translation ▪ Net sales of $170.3 million compared to $132.4 million in Q3 2010, an increase of 28.6% ▪ Adjusted operating income of $23.9 million compared to $15.6 million in Q3 2010, an increase of 53.2% ▪ Third quarter orders of $174.8 million compared to $124.1 million in Q3 2010, an increase of 40.9% ▪ Backlog of $373.4 million Q3 2011 Highlights

 
 

Q3 2011 Earnings Call 3 ▪ Adjusted net income of $40.5 million (91 cents per share) compared to $23.3 million (53 cents per share) for year to date 2010, an increase of 73.8%; 2011 results include the positive 6 cent per share effect of currency translation ▪ Net sales of $515.6 million compared to $375.3 million for year to date 2010, an increase of 37.4% ▪ Adjusted operating income of $62.8 million compared to $39.3 million for year to date 2010, an increase of 59.8% ▪ Year to date 2011 orders of $529.4 million compared to $399.2 million for year to date 2010, an increase of 32.6% Year to Date 2011 Highlights

 
 

Q3 2011 Earnings Call 4 ____________________ Note: Dollars in millions. Orders Orders and Backlog Backlog $314 $370 $383 $373 $351 $297 $281 $291 $325 $327 $349 $400 $322 $0.0 $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 $350.0 $400.0 $450.0 Q3 2008Q4 2008Q1 2009Q2 2009Q3 2009Q4 2009Q1 2010Q2 2010Q3 2010Q4 2010Q1 2011Q2 2011Q3 2011 $124.1 $174.8 $399.2 $529.4 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Q3 2010 Q3 2011 YTD 2010 YTD 2011 Existing Businesses 28.8 % 13.3 % Acquisitions 4.8 % 13.8 % FX Translation 7.3 % 5.5 % Total Growth 40.9 % 32.6 %

 
 

Q3 2011 Earnings Call 5 $15.6 $23.9 $39.3 $62.8 $0.0 $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 Q3 2010 Q3 2011 YTD 2010 YTD 2011 Adjusted Operating Income (1) Revenue $132.4 $170.3 $375.3 $515.6 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Q3 2010Q3 2011 YTD 2010 YTD 2011 Existing Businesses 10.4 % 14.0 % Acquisitions 11.3 % 17.5 % FX Translation 6.9 % 5.9 % Total Growth 28.6 % 37.4 % Revenue and Adjusted Operating Income (1) Refer to Appendix for Non - GAAP reconciliation. __________________ Note: Dollars in millions (unaudited). % Margin 11.8% 14.1% 10.5% 12.2%

 
 

Q3 2011 Earnings Call 6 Q3 2011 Sales and Orders by End Market General Industrial 35% Oil & Gas 20% Power Generation 12% Defense 8% Commercial Marine 25% Total Growth (Decline) Organic Growth (Decline) Commercial Marine 26 % 14 % Oil & Gas 89 % 18 % Power Generation (8)% (11)% Defense 3 % 2 % General Industrial 31 % 17 % Total 29 % 10 % General Industrial 32% Commercial Marine 24% Oil & Gas 19% Power Generation 15% Defense 10% Sales: $170.3 million Orders: $174.8 million Total Growth Organic Growth Commercial Marine 95 % 76 % Oil & Gas 40 % 20 % Power Generation 39 % 36 % Defense 27 % 25 % General Industrial 22 % 10 % Total 41 % 29 %

 
 

Q3 2011 Earnings Call 7 YTD 2011 Sales and Orders by End Market General Industrial 34% Oil & Gas 23% Power Generation 11% Defense 7% Commercial Marine 25% Total Growth Organic Growth (Decline) Commercial Marine 29 % 18 % Oil & Gas 156 % 30 % Power Generation 1 % (1)% Defense 2 % 1 % General Industrial 27 % 16 % Total 37 % 14 % General Industrial 34% Commercial Marine 24% Oil & Gas 23% Power Generation 12% Defense 7% Sales: $515.6 million Orders: $529.4 million Total Growth (Decline) Organic Growth (Decline) Commercial Marine 47 % 35 % Oil & Gas 92 % 14 % Power Generation 12 % 11 % Defense (30)% (30)% General Industrial 27 % 16 % Total 33 % 13 %

 
 

Q3 2011 Earnings Call 8 Oil & Gas Market Perspective Highlights and Outlook ▪ Rosscor very robust enabling entry into new accounts ▪ Strong quoting activity in the market ▪ Projects increasing in size Colfax YTD 2011 Sales Split 23% O&G Colfax YTD 2011 Orders Split 23% O&G Sales & Orders Growth Q3 2011 vs. Q3 2010 YTD 2011 vs. YTD 2010 Total Organic Total Organic Sales 89% 18% 156% 30% Orders 40% 20% 92% 14%

 
 

Q3 2011 Earnings Call 9 General Industrial Market Perspective Highlights and Outlook ▪ Sales and orders up for the quarter and year to date ▪ Order strength is geographically broad - based, with continued strength in North America, Europe and Asia ▪ Growth in Q3 2011 was spread across our submarkets, most notably chemical processing, machinery and sales through distribution Colfax YTD 2011 Sales Split Colfax YTD 2011 Orders Split 34% General Industrial 34% General Industrial Sales & Orders Growth Q3 2011 vs. Q3 2010 YTD 2011 vs. YTD 2010 Total Organic Total Organic Sales 31% 17% 27% 16% Orders 22% 10% 27% 16%

 
 

Q3 2011 Earnings Call 10 Power Generation Market Perspective Highlights and Outlook ▪ Sales decline due to decision to exit certain business in the Middle East ▪ Record orders for the quarter, including a large project in the Middle East, and growth in South America, the Middle East and Asia ▪ Large backlog of power infrastructure projects in emerging markets Colfax YTD 2011 Sales Split 11% Power Gen. Colfax YTD 2011 Orders Split 12% Power Gen. Sales & Orders Growth (Decline) Q3 2011 vs. Q3 2010 YTD 2011 vs. YTD 2010 Total Organic Total Organic Sales (8)% (11)% 1% (1)% Orders 39 % 36% 12% 11%

 
 

Q3 2011 Earnings Call 11 Defense Market Perspective Highlights and Outlook ▪ Sales and orders both increased during Q3 2011 ▪ Shipment and order activity continue to follow timing of specific ship programs (large orders are booked and delivered over multiple years) ▪ Two large orders booked this quarter: DDG 1000 program and another Virginia class submarine Colfax YTD 2011 Sales Split 7% Defense Colfax YTD 2011 Orders Split 7% Defense Sales & Orders Growth (Decline) Q3 2011 vs. Q3 2010 YTD 2011 vs. YTD 2010 Total Organic Total Organic Sales 3% 2% 2% 1% Orders 27% 25% (30)% (30)%

 
 

Q3 2011 Earnings Call 12 Commercial Marine Market Perspective Colfax YTD 2011 Sales Split 25% Comm. Marine Colfax YTD 2011 Orders Split 24% Comm. Marine Highlights and Outlook ▪ Sales and orders both increased during the quarter, orders for Q3 2010 were relatively weak ▪ Cancellations were $2 million in Q3 2011 vs. $4 million in Q3 2010; $5 million YTD 2011 vs. $10 million YTD 2010 ▪ End market performance continues to exceed our expectations Sales & Orders Growth Q3 2011 vs. Q3 2010 YTD 2011 vs. YTD 2010 Total Organic Total Organic Sales 26% 14% 29% 18% Orders 95% 76% 47% 35%

 
 

Q3 2011 Earnings Call 13 Charter Acquisition Rationale LAYS FOUNDATION FOR A LEADING MULTI - PLATFORM GLOBAL ENTERPRISE FINANCIALLY COMPELLING PROVIDES LONG - TERM VALUE CREATION OPPORTUNITIES ENHANCES BUSINESS PROFILE ACCELERATES GROWTH STRATEGY

 
 

Q3 2011 Earnings Call 14 Products & Applications: ESAB #2 global manufacturer of welding & cutting products; technology & innovation leader Developed Economies Emerging Markets 59% 41% GEOGRAPHIC EXPOSURE 1H 2011 LTM = £1.3b Foremarket Aftermarket 27% 73% AFTERMARKET REVENUES 1H 2011 LTM = £1.3b CONSUMABLES WELDING WELDING AUTOMATION PPE CUTTING GAS APPARATUS Source: Company filings

 
 

Q3 2011 Earnings Call 15 Products & Applications: Howden Leading global manufacturer of heavy - duty fans and compressors; energy, power and mining key drivers of revenue Foremarket Aftermarket AFTERMARKET REVENUES 1H 2011 LTM = £0.6b 60% 40% Developed Economies 50% Emerging Markets 50% GEOGRAPHIC EXPOSURE 1H 2011 LTM = £0.6b COOLING FAN PISTON COMPRESSOR CENTRIFUGAL FAN SCREW COMPRESSOR AXIAL FAN HEAT EXCHANGER Source: Company filings

 
 

Q3 2011 Earnings Call 16 Combined Strength: Enhances Business Profile Meaningful recurring revenue stream 1H 2011 LTM Pro - Forma = $3.5b Aftermarket 55% 45% Foremarket Considerable exposure to emerging markets 1H 2011 LTM Pro - Forma = $3.5b Emerging Markets 44% 56% Developed Markets Balance between short and long cycle businesses 1H 2011 LTM Pro - Forma = $3.5b 51% 49% Long Cycle Short Cycle Attractive business mix; strong secular growth drivers Source: Company filings

 
 

Q3 2011 Earnings Call 17 ▪ Strong balance sheet ▪ Debt of $75 million, principal payments of $10 million in 2011 ▪ Cash of $64 million ▪ $130 million available on revolver Strong Financial Condition

 
 

Q3 2011 Earnings Call 18 Refer to Appendix for Non - GAAP reconciliation and footnotes. __________________ Note: Dollars in millions. Income Statement Summary (Unaudited) Three Months Ended Change September 30, 2011 October 1, 2010 $ % Orders $ 174.8 $ 124.1 $ 50.7 40.9 % Sales $ 170.3 $ 132.4 $ 37.9 28.6 % Gross profit $ 60.7 $ 47.1 $ 13.6 28.9 % % of sales 35.6% 35.6% SG&A expense $ 41.0 $ 29.9 $ 11.1 37.1 % R&D expense 1.4 1.6 (0.2) -13% Operating expense $ 42.4 $ 31.5 $ 10.9 34.6 % % of sales 24.9% 23.8% Adjusted operating income $ 23.9 $ 15.6 $ 8.3 53.2 % % of sales 14.1% 11.8% Adjusted EBITDA $ 29.2 $ 19.5 $ 9.7 49.7 % % of sales 17.2% 14.7% Adjusted net income $ 16.3 $ 9.5 $ 6.8 71.6 % % of sales 9.6% 7.2% Adjusted net income per share $ 0.37 $ 0.22 $ 0.15 68.2 %

 
 

Q3 2011 Earnings Call 19 Refer to Appendix for Non - GAAP reconciliation and footnotes. __________________ Note: Dollars in millions. Income Statement Summary (Unaudited) Nine Months Ended Change September 30, 2011 October 1, 2010 $ % Orders $ 529.4 $ 399.2 $ 130.2 32.6 % Sales $ 515.6 $ 375.3 $ 140.3 37.4 % Gross profit $ 178.6 $ 131.8 $ 46.8 35.5 % % of sales 34.6% 35.1% SG&A expense $ 116.9 $ 87.8 $ 29.1 33.1 % R&D expense 4.5 4.7 (0.2) (4.3) Operating expense $ 121.4 $ 92.5 $ 28.9 31.2 % % of sales 23.5% 24.6% Adjusted operating income $ 62.8 $ 39.3 $ 23.5 59.8 % % of sales 12.2% 10.5% Adjusted EBITDA $ 80.2 $ 50.5 $ 29.7 58.8 % % of sales 15.6% 13.5% Adjusted net income $ 40.5 $ 23.3 $ 17.2 73.8 % % of sales 7.9% 6.2% Adjusted net income per share $ 0.91 $ 0.53 $ 0.38 71.7 %

 
 

Q3 2011 Earnings Call 20 Appendix

 
 

Q3 2011 Earnings Call 21 Colfax has provided 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, adjusted operating income, earnings before interest, taxes depreciation and amortizati on (“EBITDA”), adjusted EBITDA, organic sales growth (decline) and organic order growth (decline). Adjusted net income, adjusted net income pe r share, adjusted operating income and adjusted EBITDA exclude asbestos liability and defense costs, asbestos coverage litigation expenses, res tru cturing and other related charges and, beginning in Q3 2011, charges related to the proposed Charter acquisition, to the extent they impact the pe riods presented. As we are currently anticipating a significant reduction in our 2011 adjusted - basis effective tax rate from 32% to 30.5%, the effec tive tax rates used to calculate adjusted net income and adjusted net income per share present income taxes are 30.5% and 28.2% for the year to date an d Q3 periods of 2011, respectively, in comparison to 32% for both the year to date and Q3 periods of 2010. Organic sales growth (decline) and or ganic order growth (decline) exclude the impact of acquisitions and foreign exchange rate fluctuations. These non - GAAP financial measures assist C olfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of legacy asbestos issues , C harter acquisition - related charges and items outside the control of its operating management team. Sales and order information by end market are estimates. We periodically update our customer groupings in order to refine th es e estimates. Disclaimer

 
 

Q3 2011 Earnings Call 22 ____________________ Note: Dollars in thousands. Non - GAAP Reconciliation (unaudited) September 30, 2011 October 1, 2010 September 30, 2011 October 1, 2010 EBITDA Net income 3,690$ 5,851$ 20,635$ 7,565$ Interest expense 1,218 1,544 4,507 5,075 Provision for income taxes 532 1,210 8,337 2,177 Depreciation and amortization 5,306 3,932 17,426 11,242 EBITDA 10,746$ 12,537$ 50,905$ 26,059$ EBITDA margin 6.3% 9.5% 9.9% 6.9% Adjusted EBITDA Net income 3,690$ 5,851$ 20,635$ 7,565$ Interest expense 1,218 1,544 4,507 5,075 Provision for income taxes 532 1,210 8,337 2,177 Depreciation and amortization 5,306 3,932 17,426 11,242 Charter acquisition-related costs 5,728 - 5,728 - Restructuring and other related charges 5,299 2,441 7,518 9,515 Asbestos liability and defense costs 4,391 2,202 7,644 4,179 Asbestos coverage litigation expenses 3,086 2,339 8,454 10,763 Adjusted EBITDA 29,250$ 19,519$ 80,249$ 50,516$ Adjusted EBITDA margin 17.2% 14.7% 15.6% 13.5% Three Months Ended Nine Months Ended

 
 

Q3 2011 Earnings Call 23 ____________________ Note: Dollars in thousands, except share data. Non - GAAP Reconciliation (unaudited) (1) As we are currently anticipating a significant reduction in our 2011 adjusted - basis effective tax rate from 32% to 30.5%, the ef fective tax rates used to calculate adjusted net income and adjusted net income per share present income taxes are 30.5% and 28.2% for the year to date an d Q3 periods of 2011, respectively, in comparison to 32% for both the year to date and Q3 periods of 2010. September 30, 2011 October 1, 2010 September 30, 2011 October 1, 2010 Adjusted Net Income and Adjusted Earnings per Share Net income 3,690$ 5,851$ 20,635$ 7,565$ Charter acquisition-related costs 5,728 - 5,728 - Restructuring and other related charges 5,299 2,441 7,518 9,515 Asbestos liability and defense costs 4,391 2,202 7,644 4,179 Asbestos coverage litigation expenses 3,086 2,339 8,454 10,763 Tax adjustment to effective rate (1) (5,865) (3,284) (9,449) (8,767) Adjusted net income 16,329$ 9,549$ 40,530$ 23,255$ Adjusted net income margin 9.6% 7.2% 7.9% 6.2% Weighted average shares outstanding - diluted 44,411,970 43,619,252 44,299,157 43,539,372 Adjusted net income per share 0.37$ 0.22$ 0.91$ 0.53$ Net income per share—diluted in accordance with GAAP 0.08$ 0.13$ 0.47$ 0.17$ Adjusted Operating Income Operating income 5,440$ 8,605$ 33,479$ 14,817$ Charter acquisition-related costs 5,728 - 5,728 - Restructuring and other related charges 5,299 2,441 7,518 9,515 Asbestos liability and defense costs 4,391 2,202 7,644 4,179 Asbestos coverage litigation expenses 3,086 2,339 8,454 10,763 Adjusted operating income 23,944$ 15,587$ 62,823$ 39,274$ Adjusted operating income margin 14.1% 11.8% 12.2% 10.5% Three Months Ended Nine Months Ended

 
 

Q3 2011 Earnings Call 24 ____________________ Note: Dollars in millions. Sales & Order Growth - (unaudited) $ % $ % $ % Nine months ended October 1, 2010 375.3$ 399.2$ 351.2$ Components of Change: Existing Businesses 52.6 14.0 % 53.2 13.3 % (17.3) (4.9)% Acquisitions 65.7 17.5 % 55.1 13.8 % 40.6 11.5 % Foreign Currency Translation 22.0 5.9 % 21.9 5.5 % (1.1) (0.3)% Total 140.3 37.4 % 130.2 32.6 % 22.2 6.3 % Nine months ended September 30, 2011 515.6$ 529.4$ 373.4$ $ % $ % Three months ended October 1, 2010 132.4$ 124.1$ Components of Change: Existing Businesses 13.8 10.4 % 35.7 28.8 % Acquisitions 14.9 11.3 % 6.0 4.8 % Foreign Currency Translation 9.2 6.9 % 9.0 7.3 % Total 37.9 28.6 % 50.7 40.9 % Three months ended September 30, 2011 170.3$ 174.8$ Sales Orders Sales Backlog at Period EndOrders