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): April 25, 2013
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 April 25, 2013, Colfax Corporation issued a press release reporting financial results for the first quarter ended March 29, 2013. 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 April 25, 2013 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 April 25, 2013, reporting financial results for the first quarter ended March 29, 2013. |
99.2 | Colfax Corporation slides for April 25, 2013 conference call reporting financial results for the first quarter ended March 29, 2013. |
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: April 25, 2013 | 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 April 25, 2013, reporting financial results for the first quarter ended March 29, 2013. |
99.2 | Colfax Corporation slides for April 25, 2013 conference call reporting financial results for the first quarter ended March 29, 2013. |
COLFAX REPORTS FIRST QUARTER 2013 RESULTS
FULTON, MD - April 25, 2013 - Colfax Corporation (NYSE: CFX) today announced its financial results for the first quarter ended March 29, 2013. On a year-over-year basis, highlights for the first quarter include:
First Quarter of 2013 (all comparisons versus the first quarter of 2012)
• | Net income of $22.6 million ($0.21 per share); adjusted net income (as defined below) of $33.6 million ($0.26 per share) |
• | Net sales of $947.1 million, an increase of 6.8% from Q1 2012 net sales of $886.4 million (an organic decrease of 2.7%) |
• | Operating income of $72.3 million; adjusted operating income (as defined below) of $78.2 million |
• | First quarter gas- and fluid-handling orders of $502.1 million compared to orders of $497.5 million in Q1 2012, an increase of 0.9% (an organic decrease of 4.3%) |
• | Gas- and fluid-handling backlog of $1.4 billion at period end |
Adjusted net income, adjusted net income per share, adjusted operating income, organic sales growth (decrease) and organic order growth (decrease) 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.
Steve Simms, President and Chief Executive Officer, stated, “We are pleased to report results for the first quarter that exceeded our expectations. Although sales fell short of our targets, we benefited from strong operating margins in both segments, reflecting the impact of our improvement plans. Overall, the underlying market drivers for our long cycle gas- and fluid-handling business remain positive. Sales and orders for the quarter in this business were impacted by trends specific to individual sectors and we anticipate solid growth in the segment for the balance of 2013. Demand remained soft in the fabrication technology segment, but we continue to demonstrate that we can improve margins in the segment without sales growth. We remain excited about the future of both of our businesses and will continue to focus on our improvement initiatives and programs to deliver organic growth. We were also pleased with the refinancing of our debt during the quarter, which will result in reduced interest expense in future periods.”
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, organic sales growth (decline) and organic order growth (decline). Adjusted net income, adjusted net income per share and adjusted operating income exclude asbestos coverage litigation expense, restructuring and other related charges, expenses related to the Charter acquisition and fair value adjustments related to the ESAB and Howden inventory and backlog amortization expense to the extent they impact the periods presented. The effective tax rates used to calculate adjusted net income and adjusted net income per share are 30.5% and 31% for the first quarters of 2013 and 2012, respectively. Organic sales growth (decline) and organic order growth (decline) 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 asbestos insurance coverage issues, expenses and significant year-one fair value adjustment amortization expense related to the Charter acquisition and major restructuring programs.
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, April 25, 2013 at 8:00 a.m. EDT. The call will be open to the public through 877-303-7908 (U.S. callers) or 678-373-0875 (international callers) and referencing the conference ID number 35603512, or through 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 diversified global manufacturing and engineering company that provides gas- and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world under the Howden, Colfax Fluid Handling and ESAB brands. Colfax believes that its brands are among the most highly recognized in each of the markets that it serves. 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. 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 2012 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 the date hereof. 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, Chief Financial Officer
Colfax Corporation
301-323-9005
Scott.Brannan@colfaxcorp.com
Colfax Corporation
Condensed Consolidated Statements of Operations
Dollars in thousands, except per share data
(Unaudited)
Three Months Ended | |||||||
March 29, 2013 | March 30, 2012 | ||||||
Net sales | $ | 947,143 | $ | 886,366 | |||
Cost of sales | 656,418 | 644,660 | |||||
Gross profit | 290,725 | 241,706 | |||||
Selling, general and administrative expense | 212,478 | 212,056 | |||||
Charter acquisition-related expense | — | 42,851 | |||||
Restructuring and other related charges | 4,214 | 8,643 | |||||
Asbestos coverage litigation expense | 1,706 | 2,287 | |||||
Operating income (loss) | 72,327 | (24,131 | ) | ||||
Interest expense | 23,289 | 18,982 | |||||
Income (loss) before income taxes | 49,038 | (43,113 | ) | ||||
Provision for income taxes (1) | 16,763 | 57,348 | |||||
Net income (loss) | 32,275 | (100,461 | ) | ||||
Less: income attributable to noncontrolling interest, net of taxes | 4,640 | 5,137 | |||||
Net income (loss) attributable to Colfax Corporation | 27,635 | (105,598 | ) | ||||
Dividends on preferred stock | 5,082 | 3,734 | |||||
Net income (loss) available to Colfax Corporation common shareholders | $ | 22,553 | $ | (109,332 | ) | ||
Net income (loss) per share - basic and diluted | $ | 0.21 | $ | (1.33 | ) | ||
__________
(1) Provision for income taxes for the first quarter of 2012 was significantly impacted by the reassessment of certain deferred tax assets as of the date of the Charter acquisition, which resulted in an increase in the Company's valuation allowance, and the Charter acquisition-related expenses that are either not deductible for tax purposes or were incurred in jurisdictions where no tax benefit can be recognized.
Colfax Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in thousands, except per share data
(Unaudited)
Three Months Ended | ||||||||
March 29, 2013 | March 30, 2012 | |||||||
Adjusted Operating Income | ||||||||
Operating income (loss) | $ | 72,327 | $ | (24,131 | ) | |||
Restructuring and other related charges | 4,214 | 8,643 | ||||||
Charter acquisition-related expense | — | 42,851 | ||||||
Fair value adjustments - ESAB/Howden backlog and inventory amortization expense | — | 33,705 | ||||||
Asbestos coverage litigation expense | 1,706 | 2,287 | ||||||
Adjusted operating income | $ | 78,247 | $ | 63,355 | ||||
Adjusted operating income margin | 8.3 | % | 7.1 | % | ||||
Adjusted Net Income and Adjusted Net Income Per Share | ||||||||
Net income (loss) attributable to Colfax Corporation | $ | 27,635 | $ | (105,598 | ) | |||
Restructuring and other related charges | 4,214 | 8,643 | ||||||
Charter acquisition-related expense | — | 42,851 | ||||||
Fair value adjustments - ESAB/Howden backlog and inventory amortization expense | — | 33,705 | ||||||
Asbestos coverage litigation expense | 1,706 | 2,287 | ||||||
Tax adjustment(1) | — | 43,592 | ||||||
Adjusted net income | 33,555 | 25,480 | ||||||
Adjusted net income margin | 3.5 | % | 2.9 | % | ||||
Dividends on preferred stock | 5,082 | 3,734 | ||||||
Adjusted net income available to Colfax Corporation common shareholders | 28,473 | 21,746 | ||||||
Less: net income attributable to participating securities(2) | 3,655 | 2,757 | ||||||
$ | 24,818 | $ | 18,989 | |||||
Weighted-average shares outstanding - diluted | 95,153,498 | 82,851,827 | ||||||
Adjusted net income per share | $ | 0.26 | $ | 0.23 | ||||
Net income (loss) per share— basic and diluted (in accordance with GAAP) | $ | 0.21 | $ | (1.33 | ) | |||
__________
(1) The effective tax rates used to calculate adjusted net income and adjusted net income per share are 30.5% and 31% for the first quarters of 2013 and 2012, respectively.
(2) Adjusted net income per share was calculated consistently with the two-class method in accordance with GAAP as the Series A preferred stock are considered participating securities. Losses are not allocated to the preferred stock.
Colfax Corporation
Change in Sales, Orders and Backlog
Dollars in millions
(Unaudited)
Net Sales | Orders | Backlog at Period End | ||||||||||||||||||
$ | % | $ | % | $ | % | |||||||||||||||
As of and for the three months ended March 30, 2012 | $ | 886.4 | $ | 497.5 | $ | 1,372.8 | ||||||||||||||
Components of Change: | ||||||||||||||||||||
Existing Businesses | (24.0 | ) | (2.7 | )% | (21.5 | ) | (4.3 | )% | 59.0 | 4.3 | % | |||||||||
Acquisitions(1) | 105.2 | 11.9 | % | 33.5 | 6.7 | % | 19.8 | 1.4 | % | |||||||||||
Foreign Currency Translation | (20.5 | ) | (2.4 | )% | (7.4 | ) | (1.5 | )% | (8.2 | ) | (0.6 | )% | ||||||||
Total | 60.7 | 6.8 | % | 4.6 | 0.9 | % | 70.6 | 5.1 | % | |||||||||||
As of and for the three months ended March 29, 2013 | $ | 947.1 | $ | 502.1 | $ | 1,443.4 | ||||||||||||||
(1) Represents the incremental sales, orders and order backlog as a result of our acquisitions of Charter, Soldex and Co-Vent. The impact related to the Charter Acquisition represents 12 days of activity for ESAB and Howden as the acquisition closed on January 13, 2012.
FIRST QUARTER 2013 | EARNINGS CONFERENCE CALL
2 FORWARD-LOOKING STATEMENTS 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. 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 2012 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 presentation speaks only as of this date. Colfax disclaims any duty to update the information herein.
Q1 2013 RESULTS
4 Q1 2013 HIGHLIGHTS • Adjusted net income of $33.6 million ($0.26 per share) compared to $25.5 million ($0.23 per share) in Q1 2012 • Net sales of $947.1 million, an increase of 6.8% from Q1 2012 net sales of $886.4 million (an organic decrease of 2.7%) • Adjusted operating income of $78.2 million compared to $63.4 million in Q1 2012 • First quarter gas- and fluid-handling orders of $502.1 million compared to orders of $497.5 million in Q1 2012, an increase of 0.9% (an organic decrease of 4.3%) • Gas- and fluid-handling backlog of $1.4 billion at period end
GAS AND FLUID HANDLING
6 GAS AND FLUID HANDLING HIGHLIGHTS • Net sales of $425.1 million remained relatively consistent with prior year net sales of $425.3 million in Q1 2012 (an organic decline of 1.7%) • Adjusted segment operating income of $44.2 million and adjusted segment operating income margin of 10.4% • First quarter orders of $502.1 million compared to $497.5 million in Q1 2012, an increase of 0.9% • Backlog of $1.4 billion at period end
7 ORDERS AND BACKLOG $497.5 $502.1 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Q1 2012 Q1 2013 $0.00 $200.00 $400.00 $600.00 $800.00 $1,000.00 $1,200.00 $1,400.00 $1,600.00 $1.38B $1.37B ORDERS BACKLOG(1) Q1 Existing Businesses (4.3)% Acquisitions 6.7 % FX Translation (1.5)% Total Growth 0.9 % (1) Backlog data for the periods prior to Q1 2013 are presented on a proforma basis. Note: Dollars in millions (unaudited). $1.44B
8 GEOGRAPHIC EXPOSURE Q1 2013 REVENUE $425.3 $425.1 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Q1 2012 Q1 2013 67% 33% Foremarket Aftermarket REVENUE AFTERMARKET REVENUE Q1 2013 55% 45% Developed Economies Emerging Markets Note: Dollars in millions (unaudited). Q1 Existing Businesses (1.7)% Acquisitions 3.6 % FX Translation (1.9)% Total Decline (0.1)%
9 Q1 2013 SALES AND ORDERS BY END MARKET Power Generation 37% Oil, Gas & Petro-chemical 21% Marine 13% Mining 6% General Industrial and Other 23% SALES: $425.1 Million Total Growth (Decline) Organic Growth (Decline) Power Generation 18.3 % 19.7% Oil, Gas & Petrochemical (15.9)% (19.0)% Marine 1.2 % (0.2)% Mining 10.1 % 14.7 % General Industrial & Other (9.6)% (15.2)% Total (0.1)% (1.7)% Power Generation 42% Oil, Gas & Petro-chemical 25% Marine 11% Mining 3% General Industrial and Other 19% ORDERS: $502.1 Million Total Growth (Decline) Organic Growth (Decline) Power Generation 26.7 % 18.4 % Oil, Gas & Petrochemical (0.1)% (3.8)% Marine 6.9 % 4.9 % Mining (60.4)% (59.3)% General Industrial & Other (15.5)% (22.1)% Total 0.9 % (4.3)%
10 POWER GENERATION MARKET PERSPECTIVE SALES & ORDERS GROWTH Q1 2013 vs. Q1 2012 Total Organic Sales 18.3 % 19.7 % Orders 26.7 % 18.4 % 42% • Served by both Howden and Colfax Fluid Handling • Driven by fundamental global undersupply of electricity • Growth is driven by environmental upgrades in China and the U.S. and strong pump sales to natural gas-combined cycle power stations Q1 2013 SALES SPLIT Q1 2013 ORDERS SPLIT 37% HIGHLIGHTS
11 OIL, GAS & PETROCHEMICAL MARKET PERSPECTIVE SALES & ORDERS DECLINE 25% • Served by both Howden and Colfax Fluid Handling • Period over period comparisons are difficult due to the timing of large projects • Quoting activity remains strong across all major served markets led by transportation, low sulfur fuels, increasing use of sour crudes and Middle Eastern capacity increases Q1 2013 SALES SPLIT Q1 2013 ORDERS SPLIT 21% HIGHLIGHTS Q1 2013 vs. Q1 2012 Total Organic Sales (15.9)% (19.0)% Orders (0.1)% (3.8)%
12 MARINE MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 11% • Primarily served by Colfax Fluid Handling • Q1 orders strong for oil & gas service vessels • Modest growth despite continued decline in overall shipbuilding activity Q1 2013 SALES SPLIT Q1 2013 ORDERS SPLIT 13% HIGHLIGHTS Note: Marine market comprised of commercial marine and government, or defense, customers Q1 2013 vs. Q1 2012 Total Organic Sales 1.2 % (0.2)% Orders 6.9 % 4.9 %
13 MINING MARKET PERSPECTIVE SALES & ORDERS GROWTH (DECLINE) 3% • Primarily served by Howden • Driven by demand of mined resources, including: coal, iron ore, copper, gold, nickel and potash • Overall market environment in capital equipment for mining applications remains subdued, particularly in Australia Q1 2013 SALES SPLIT Q1 2013 ORDERS SPLIT 6% HIGHLIGHTS Q1 2013 vs. Q1 2012 Total Organic Sales 10.1 % 14.7 % Orders (60.4)% (59.3)%
14 GENERAL INDUSTRIAL & OTHER MARKET PERSPECTIVE SALES & ORDERS DECLINE 19% • Includes both Howden and Colfax Fluid Handling • Broad-based decline across geographies and end-market segments Q1 2013 SALES SPLIT Q1 2013 ORDERS SPLIT 23% HIGHLIGHTS Q1 2013 vs. Q1 2012 Total Organic Sales (9.6)% (15.2)% Orders (15.5)% (22.1)%
FABRICATION TECHNOLOGY
16 FABRICATION TECHNOLOGY HIGHLIGHTS • Net sales of $522.0 million compared to net sales of $461.1 million in Q1 2012, an increase of 13.2% (an organic decline of 3.7%) • Adjusted segment operating income of $44.5 million and adjusted segment operating income margin of 8.5% • Excluding Soldex: – Gross margin increased approximately one percentage point, despite the organic decline in sales – Selling, general and administrative expense as a percentage of sales reduced 50 basis points from Q1 2012 – Adjusted segment operating income margin improved 1.3% sequentially and 1.1% over Q1 2012
17 GEOGRAPHIC EXPOSURE Q1 2013 REVENUE $461.1 $522.0 $0.0 $100.0 $200.0 $300.0 $400.0 $500.0 $600.0 Q1 2012 Q1 2013 77% 23% Consumables Equipment REVENUE REVENUE Q1 2013 38% 62% Developed Economies Emerging Markets Note: Dollars in millions (unaudited). Q1 Volume (7.3)% Price/ Mix 3.6% Acquisitions 19.5 % FX Translation (2.6)% Total Growth 13.2 %
RESULTS OF OPERATIONS
19 INCOME STATEMENT SUMMARY (unaudited) Refer to Appendix for Non-GAAP reconciliation and footnotes. Note: Dollars in millions, except per share amounts. March 29, 2013 March 30, 2012 Net sales 947.1$ 886.4$ Gross profit 290.7$ 241.7$ % of sales 30.7 % 27.3 % SG&A expense 212.5$ 212.1$ % of sales 22.4 % 23.9 % Adjusted operating income 78.2$ 63.4$ % of sales 8.3 % 7.1 % Adjusted net income 33.6$ 25.5$ % of sales 3.5 % 2.9 % Adjusted net income per share 0.26$ 0.23$ Three Months Ended
APPENDIX
21 DISCLAIMER 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, organic sales growth (decline) and organic order growth (decline). Adjusted net income, adjusted net income per share and adjusted operating income exclude asbestos coverage litigation expense, expenses related to major restructuring programs and expenses and significant year-one fair value adjustment amortization expense related to the Charter acquisition, to the extent they impact the periods presented. The effective tax rates used to calculate adjusted net income and adjusted net income per share are 30.5% for the first quarter of 2013 and 31% for the first quarter of 2012. Organic sales growth (decline) and organic order growth (decline) 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 asbestos insurance coverage issues and expenses, expenses and year-one fair value adjustment amortization expense related to the Charter acquisition and major restructuring programs. Sales and order information by end market are estimates. We periodically update our customer groupings order to refine these estimates.
22 NON-GAAP RECONCILIATION (unaudited) (1) The effective tax rates used to calculate adjusted net income and adjusted net income per share are 30.5% and 31% for the first quarter of 2013 and 2012, respectively. (2) Adjusted net income per share was calculated consistent with the two-class method in accordance with GAAP as the Series A preferred stock are considered participating securities. Losses are not allocated to the preferred stock. _____________________ Note: Dollars in thousands, except per share amounts. March 29, 2013 March 30, 2012 Adjusted Net Income and Adjusted Net Income Per Share Net income (loss) attributable to Colfax Corporation 27,635$ (105,598)$ Restructuring and other related charges 4,214 8,643 Charter acquisition-related expense — 42,851 Fair value adjustments - ESAB/Howden backlog and inventory amortization expense — 33,705 Asbestos coverage litigation expense 1,706 2,287 Tax adjustment(1) — 43,592 Adjusted net income 33,555 25,480 Adjusted net income margin 3.5 % 2.9 % Dividends on preferred stock 5,082 3,734 Adjusted net income available to Colfax Corporation common shareholders 28,473 21,746 Less: net income attributable to participating securities (2) 3,655 2,757 24,818$ 18,989$ Weighted-average shares outstanding - diluted 95,153,498 82,851,827 Adjusted net income per share 0.26$ 0.23$ Net income (loss) per share— basic and diluted (in accordance with GAAP) 0.21$ (1.33)$ Three Months Ended
23 NON-GAAP RECONCILIATION (unaudited) _____________________ Note: Dollars in thousands. Corporate and Other Corporate and Other Net sales —$ —$ Operating income (loss) 41,215 9.7 % 41,527 8.0 % (10,415) 72,327 7.6 % 19,028 4.5 % 10,880 2.4 % (54,039) (24,131) (2.7)% Charter acquisition-related expense — — — — — — 42,851 42,851 Restructuring and other related charges 1,273 2,941 — 4,214 780 6,116 1,747 8,643 Asbestos coverage litigation expense 1,706 — — 1,706 2,287 — — 2,287 Fair value adjustments - ESAB/Howden backlog and inventory amortization expense — — — — 16,742 16,963 — 33,705 Adjusted operating income (loss) 44,194$ 10.4 % 44,468$ 8.5 % (10,415)$ 78,247$ 8.3 % 38,837$ 9.1 % 33,959$ 7.4 % (9,441)$ 63,355$ 7.1 % 886,366$ 425,105$ 522,038$ 947,143$ 425,331$ 461,035$ Q1 2013 Q1 2012 Gas and Fluid Handling Fabrication Technology Total Colfax Corporation Gas and Fluid Handling Fabrication Technology Total Colfax Corporation
24 SALES & ORDERS GROWTH (unaudited) _____________________ Note: Dollars in thousands. $ % $ % $ % As of and for the three months ended March 30, 2012 886.4$ 497.5$ 1,372.8$ Components of Change: Existing Businesses (24.0) (2.7)% (21.5) (4.3)% 59.0 4.3 % Acquisitions (1) 105.2 11.9 % 33.5 6.7 % 19.8 1.4 % Foreign Currency Translation (20.5) (2.4)% (7.4) (1.5)% (8.2) (0.6)% Total 60.7 6.8 % 4.6 0.9 % 70.6 5.1 % As of and for the three months ended March 29, 2013 947.1$ 502.1$ 1,443.4$ Net Sales Orders Backlog at Period End (1) Represents the incremental sales, orders and order backlog as a result of our acquisitions of Charter, Soldex and Co-Vent. The impact related to the Charter Acquisition represents 12 days of activity for ESAB and Howden as the acquisition closed on January 13, 2012.