SEC Filing - Enovis

Colfax Corporation

Sales and Orders Growth

Dollars in millions

(unaudited)

View:

Download DOC

Download PDF

Download XLS

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): May 8, 2009

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.)

8730 Stony Point Parkway, Suite 150

Richmond, VA 23235

(Address of Principal Executive Offices) (Zip Code)

(804) 560-4070

(Registrant’s telephone number, including area code)

Not Applicable

(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 May 8, 2009, Colfax Corporation issued a press release reporting financial results for the quarter ended April 3, 2009. 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 May 8, 2009 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 May 8, 2009, reporting financial results for the quarter ended April 3, 2009.

	99.2	Colfax Corporation slides for May 8, 2009 conference call for financial results for the quarter ended April 3, 2009.

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: May 8, 2009	By:	/s/ JOHN A. YOUNG
	Name:	John A. Young
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

99.1	Colfax Corporation press release dated May 8, 2009, reporting financial results for the quarter ended April 3, 2009.

99.2	Colfax Corporation slides for May 8, 2009 conference call for financial results for the quarter ended April 3, 2009.

Unassociated Document

Exhibit 99.1

Colfax Reports First Quarter Results

RICHMOND, Va., May 8 /PRNewswire-FirstCall/ -- Colfax Corporation (NYSE: CFX), a global leader in engineered fluid handling products and systems, today announced financial results for the first quarter ended April 3, 2009. On a year-over-year basis, highlights for the quarter include:

First quarter of 2009 (all comparisons versus the first quarter of 2008)

Net income of $6.9 million (16 cents per share – basic and diluted); Adjusted net income (as defined below) of $10.4 million (24 cents per share), an increase of 2.1% including negative currency effects of 5 cents per share

Net sales of $136.3 million, an increase of 4.3%; Organic sales growth (as defined below) of 17.9%

Operating income of $11.8 million; Adjusted operating income (as defined below) of $17.1 million, a decrease of 6.6% including negative currency effects of $3.4 million

EBITDA (as defined below) of $15.2 million; Adjusted EBITDA (as defined below) of $20.5 million, a decrease of 7.0% including negative currency effects of $3.7 million

First quarter orders of $120.8 million, a decrease of 33.0%; Organic order decline (as defined below) of 25.5%

Backlog of $305.6 million at period end

Adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted EBITDA, 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.

“We had a solid first quarter thanks to our sizable backlog entering 2009,” said John Young, president and CEO of Colfax Corporation. “Organic sales were up 18% driven by particularly strong growth in the commercial marine, oil and gas, power generation and global navy end markets. However, global economic conditions continued to deteriorate in the quarter as reflected in our organic orders which declined 25%. We’ve initiated several cost reduction measures across the company in response to the decline in demand. We believe economic conditions could remain difficult for the balance of the year and now expect organic sales for the year to be down between 2% and 4%. We expect adjusted earnings per share of $1.00 to $1.07 for 2009 which includes about 7 cents of negative currency impact compared to our prior guidance of $1.10 to $1.17.”

He added, “We will remain agile and will continue to make adjustments to our businesses as conditions warrant. Our strong financial position provides flexibility and allows us to pursue acquisitions while also funding our breakthrough growth initiatives. Despite current economic conditions, we’ll continue to deliver unsurpassed value to our customers and execute on our long term strategies to drive profitable sales growth.”

Non-GAAP Financial Measures

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, EBITDA, adjusted EBITDA, organic sales growth and organic order growth. Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude asbestos liability and defense cost (income) and asbestos coverage litigation expense, certain legacy legal charges, certain due diligence costs, certain severance and asset impairment charges as well as one time initial public offering-related costs to the extent they impact the periods presented. Adjusted net income also reflects interest expense as if the initial public offering (IPO) had occurred at the beginning of 2007 and presents income taxes at an effective tax rate of 32% in 2009 and 34% in 2008. Adjusted net income per share in 2008 assumes the 44,006,026 shares outstanding at the closing of the IPO to be outstanding since January 1, 2007. Organic sales growth and organic order growth (decline) exclude the impact of 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 changes in our capital structure and asset base, non-recurring items such as IPO-related costs, legacy asbestos issues (except in the case of EBITDA) 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 and business strategy on Friday, May 8 at 8:00 a.m. EDT. The call will be open to the public through 719-325-4794 or 877-857-6176 and webcast via Colfax’s website at http://www.colfaxcorp.com under the “Investor Relations” 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 solutions, including the manufacture of positive displacement industrial pumps and valves used in global oil & gas, power generation, marine, naval and a variety of other industrial applications. Key product brands include Allweiler, 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’s products, businesses and practices is available at www.colfaxcorp.com

Cautionary Note Concerning Forward Looking Statements

This press release 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 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.

Colfax Corporation
Condensed Consolidated Statements of Operations
Dollars in thousands, except per share data
(unaudited)

	Three Months Ended
	April 3, 2009		March 28, 2008

Net sales	$	136,323	$	130,651
Cost of sales		88,308		82,473

Gross profit		48,015		48,178
Selling, general and administrative expenses		30,187		28,507
Research and development expenses		1,407		1,381
Asbestos liability and defense costs		1,645		278
Asbestos coverage litigation expenses		2,966		3,139

Operating income		11,810		14,873
Interest expense		1,846		4,497

Income before income taxes		9,964		10,376
Provision for income taxes		3,103		3,578

Net income	$	6,861	$	6,798

Net income per share—basic and diluted	$	0.16	$	0.31

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

	Three Months Ended
	April 3, 2009			March 28, 2008

EBITDA
Net income	$	6,861		$	6,798

Interest expense		1,846			4,497
Provision for income taxes		3,103			3,578
Depreciation and amortization		3,373			3,695

EBITDA	$	15,183		$	18,568
EBITDA margin		11.1	%		14.2	%

Adjusted EBITDA
Net income	$	6,861		$	6,798

Interest expense		1,846			4,497
Provision for income taxes		3,103			3,578
Depreciation and amortization		3,373			3,695
Severance and asset impairment costs		661			-
Asbestos liability and defense costs		1,645			278
Asbestos coverage litigation expense		2,966			3,139

Adjusted EBITDA	$	20,455		$	21,985
Adjusted EBITDA margin		15.0	%		16.8	%

Adjusted Net Income and Adjusted Earnings per Share
Net income	$	6,861		$	6,798

Severance and asset impairment costs		661			-
Asbestos liability and defense costs		1,645			278
Asbestos coverage litigation expense		2,966			3,139
Interest adjustment to effect IPO at beginning of period		-			1,577
Tax adjustment to effective rate of 32% and 34%, respectively		(1,773	)		(1,648	)

Adjusted net income	$	10,360		$	10,144
Adjusted net income margin		7.6	%		7.8	%

Weighted average shares outstanding - diluted		43,312,306			-
Shares outstanding at closing of IPO		-			44,006,026
Adjusted net income per share	$	0.24		$	0.23

Net income per share-basic
and diluted in accordance with GAAP	$	0.16		$	0.31

Adjusted Operating Income
Operating income	$	11,810		$	14,873

Severance and asset impairment costs		661			-
Asbestos liability and defense costs		1,645			278
Asbestos coverage litigation expense		2,966			3,139

Adjusted operating income	$	17,082		$	18,290
Adjusted operating income margin		12.5	%		14.0	%



	Sales					Orders					Backlog at
	$			%		$			%		Period End

Three Months Ended March 28, 2008	$	130.7				$	180.3				$	353.6

Components of Growth:
Existing Businesses		23.4		17.9	%		(45.9	)	(25.5	%)		(9.8	)	(2.8	%)
Foreign Currency Translation		(17.8	)	(13.6	%)		(13.6	)	(7.5	%)		(38.2	)	(10.8	%)

Total Growth		5.6		4.3	%		(59.5	)	(33.0	%)		(48.0	)	(13.6	%)

Three Months Ended April 3, 2009	$	136.3				$	120.8				$	305.6

Colfax Corporation
Reconciliation of Projected 2009 Net Income Per Share to Adjusted Net Income Per Share
Amounts in Dollars
(unaudited)



	EPS Range

Projected net income per share - fully diluted	$	0.69	$	0.76

Severance and asset impairment costs *		0.01		0.01
Asbestos coverage litigation		0.19		0.19
Asbestos liability and defense costs		0.11		0.11

Projected adjusted net income per share - fully diluted	$	1.00	$	1.07

* Actual costs for first quarter 2009

CONTACT: Mitzi Reynolds, Vice President, Investor Relations of Colfax Corporation, +1-804-327-5689

1Q 2009 Earnings Call

May 8, 2009

Exhibit 99.2

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 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
presentation speaks only as of this date.  Colfax disclaims any duty to update the information herein.

Forward-Looking Statements

Adjusted net income of $10.4 million (24 cents per share), an increase of 2.1% including
negative currency effects of 5 cents per share

Net sales of $136.3 million, an increase of 4.3% (organic growth of 17.9%)

Adjusted operating income of $17.1 million, a decrease of 6.6% including negative
currency effects of $3.4 million

Adjusted EBITDA of $20.5 million, a decrease of 7.0% including negative currency
effects of $3.7 million

First quarter orders of $120.8 million, a decrease of 33.0% (organic decrease of 25.5%)

Backlog of $305.6 million

Solid performance in Q1 2009

Q1 2009 Highlights

Solid Results for Q1 2009

Organic sales up 18% year over year, down 13% sequentially (Q4 and Q1 seasonally
strongest and weakest, respectively)

Supported by strong backlog entering 2009

Organic sales in four strategic end markets increased 24% to 45%

Commercial marine – up 45%

Oil & gas – up 25%

Power generation – up 24%

Navy – up 32%

General industrial – down 2%

Strong growth in four strategic end markets

Q1 2009 Highlights Continued

Global Business Conditions Continued to Weaken in Q1

Organic orders declined 25% year over year, down 3% sequentially

Decline driven by commercial marine (down 57%) and general industrial (down 28%)

Decline in commercial marine orders includes cancellations of $6 million

Weakness in most general industrial submarkets including distribution, chemical
and building products

Power generation – down 12% (due to project timing)

Strong organic order growth in oil & gas (up 22%) and global navy (up 75%)

Weakening economy impacting orders

Q1 2009 Highlights Continued

Rightsizing to support declining orders

Organic sales growth over last 3 years (12%, 14% and 14%) supported by CBS initiatives

Able to be flexible in a declining market environment

Initial steps include reduction in temporary and contract workers

Initiated cost reductions worldwide (expect savings of $11 million in 2009)

Reduced headcount by about 5% (approximately 120 associates as of May 1)

European furlough programs begun (approximately 628 associates as of May 1)

Consolidated Aberdeen, NC facility

Severance and asset impairment costs minimal ($0.7 million)

Structuring business to match current conditions

Profit Protection Plans

Expect to maintain margins

Discretionary spending curtailed

Evaluating additional cost savings measures; have contingency plans in place

Based on visibility of 4 to 6 months, able to take preemptive actions as needed

CBS activity continues in all areas

Structuring business to match current conditions

Profit Protection Plans Continued

2009

2008

2007

2006

2005

$720.0

$600.0

$480.0

$360.0

$240.0

$120.0

$0.0

$136.3

$130.7

$604.9

$506.3

$393.6

$345.5

15.0%

16.8%

17.5%

17.4%

16.3%

15.9%

% Margin

19.5%

4.5%

1.1%

13.9%

4.3%

28.6%

13.9%

Total Growth

(13.6)%

7.1%

0.8%

FX Translation

8.0%

1.4%

Acquisitions

17.9%

13.5%

11.8%

Existing
Businesses

Revenue and Adjusted EBITDA

(1) Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Revenue

Adjusted EBITDA ⁽¹⁾

$54.8

$64.1

$88.2

$105.6

$22.0

$20.5

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

2005

2006

2007

2008

2009

____________________

Note: Dollars in millions.

Q1 2009

Q1 2008

2008

2007

2006

2005

$720.0

$600.0

$480.0

$360.0

$240.0

$120.0

$0.0

$120.8

$180.3

$669.2

$581.5

$442.3

$370.4

Orders

Backlog

Orders and Backlog

15.1%

6.1%

2.0%

7.0%

(33.0)%

31.5%

19.4%

Total Growth

(7.5)%

7.8%

0.5%

FX Translation

6.1%

1.2%

Acquisitions

(25.5)%

17.6%

17.7%

Existing
Businesses

15.2%

(5.0)%

5.2%

15.0%

(13.6)%

63.3%

51.6%

Total Growth

(10.8)%

13.1%

12.1%

FX Translation

3.0%

Acquisitions

(2.8)%

47.2%

39.5%

Existing
Businesses

$118.3

$179.3

$292.8

$337.3

$353.6

$305.6

$0.0

$80.0

$160.0

$240.0

$320.0

$400.0

2005

2006

2007

2008

Q1 2008

Q1 2009

Q1 2009 Sales by End Market

Well positioned in five attractive and diverse end markets

Q1 2009 Sales: $136.3 million

(2)%

18%

(14)%

General Industrial

Total

32%

29%

Global Navy

24%

11%

Power Generation

25%

20%

Oil & Gas

Commercial Marine

45%

21%

Organic Growth

Total Growth

Power

Generation

13%

Oil & Gas

15%

Commercial

Marine

29%

General

Industrial

37%

Global Navy

Q1 2009 Orders by End Market

Oil & Gas and Global Navy showing healthy organic growth

Q1 2009 Orders: $120.8 million

(28)%

(25)%

(36)%

(33)%

General Industrial

Total

75%

73%

Global Navy

(12)%

(21)%

Power Generation

22%

16%

Oil & Gas

Commercial Marine

(57)%

(64)%

Organic Growth

Total Growth

Oil & Gas

15%

Commercial

Marine

19%

General

Industrial

35%

Global Navy

16%

Power

Generation

15%

Strong balance sheet

Debt to adjusted EBITDA < 1

Debt of $95 million, principal payments of $5 million in 2009, matures in 2013

Cash = $34 million

$130 million available on revolver

Strong cash flow

Adjusted EBITDA (TTM) of $104 million

Strong balance sheet and credit availability provide flexibility

Strong Financial Condition

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Income Statement Summary

____________________

Note: Dollars in millions.

Statement of Cash Flows Summary

Adjusted EPS for 2009 of $1.00 to $1.07

2009 Outlook Summary

$540 million

$525 million

2009 Total

(4)%

(2)%

2009 Organic growth ⁽¹⁾

Revenue Range

$1.07

$1.00

2009 Adjusted net income per share ⁽²⁾

$0.76

$0.69

2009 Net income per share

EPS Range

(1) Excludes impact of foreign exchange rate fluctuations and acquisitions

(2) Excludes impact of asbestos coverage litigation and asbestos liability and defense costs

(See Appendix for Non-GAAP reconciliation)

$2.5 million

Incremental public company costs

43.3 million

Outstanding shares

$8 million

Interest expense

32%

Tax rate

$1.32

Euro

$7 million

Asbestos liability and defense costs

$12 million

Asbestos coverage litigation

Assumptions

Well Positioned for the Future

Leading Brand Names
Generating Aftermarket

Sales and Services

Experienced Management
Team in Place to Grow
Organically and Through
Strategic Acquisitions

Global Leader in Specialty
Fluid Handling Products

Proven Application

Expertise in Solving

Critical Customer Needs

Serving Fast

Growing Infrastructure

Driven End Markets

CBS-Driven Culture Focused
on Profitable Sales Growth

Appendix

Disclaimer

Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude
asbestos liability and defense cost (income) and asbestos coverage litigation expense, certain legacy legal
charges, certain due diligence costs, certain severance and asset impairment charges as well as one time initial
public offering-related costs to the extent they impact the periods presented.  Adjusted selling, general and
administrative expenses exclude severance and asset impairment costs, certain legacy legal charges and
certain due diligence costs to the extent they impact the periods presented.  Adjusted net income also reflects
interest expense as if the initial public offering (IPO) had occurred at the beginning of 2007 and presents income
taxes at an effective tax rate of 32% in 2009 and 34% in 2008.  Adjusted net income per share in 2008 assumes
the 44,006,026 shares outstanding at the closing of the IPO to be outstanding since January 1, 2007.  Projected
adjusted net income per share excludes asbestos coverage litigation, asbestos liability and defense costs and
severance and asset impairment costs.  Organic sales growth and organic order growth (decline) exclude the
impact of 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
changes in our capital structure and asset base, non-recurring items such as IPO-related costs, legacy asbestos
issues (except in the case of EBITDA) 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 these estimates.  During 2008, reclassifications of previously reported amounts were made to
conform to current period presentation.  No changes have been made to total sales or orders.

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

April 3, 2009

March 28, 2008

EBITDA

Net income

6,861

6,798

Interest expense

1,846

4,497

Provision for income taxes

3,103

3,578

Depreciation and amortization

3,373

3,695

EBITDA

15,183

18,568

EBITDA margin

11.1%

14.2%

Adjusted EBITDA

Net income

6,861

6,798

Interest expense

1,846

4,497

Provision for income taxes

3,103

3,578

Depreciation and amortization

3,373

3,695

Severance and asset impairment costs

661

Asbestos liability and defense costs

1,645

278

Asbestos coverage litigation expense

2,966

3,139

Adjusted EBITDA

20,455

21,985

Adjusted EBITDA margin

15.0%

16.8%

Three Months Ended

Non-GAAP Reconciliation

____________________

Note: Dollars in thousands.

2008

2007

2006

2005

EBITDA

Net (loss) income

(571)

64,882

12,247

Interest expense

11,822

19,246

14,186

9,026

Provision for income taxes

5,438

39,147

3,866

6,907

Depreciation and amortization

14,788

15,239

11,481

11,430

EBITDA

31,477

138,514

29,627

39,610

EBITDA margin

5.2%

27.4%

7.5%

11.5%

Adjusted EBITDA

Net (loss) income

(571)

64,882

12,247

Interest expense

11,822

19,246

14,186

9,026

Provision for income taxes

5,438

39,147

3,866

6,907

Depreciation and amortization

14,788

15,239

11,481

11,430

Legacy asbestos expense (income)

12,391

(50,346)

33,816

18,112

IPO - related costs

57,017

Legacy legal expenses

4,131

8,330

3,100

Due diligence costs

582

Other post-employment benefit settlement

(9,102)

(251)

Cross currency swap

(2,075)

Environmental indemnification

(3,100)

Discontinued operations

1,397

(616)

Adjusted EBITDA

105,598

88,168

64,068

54,780

Adjusted EBITDA margin

17.5%

17.4%

16.3%

15.9%

____________________

Note: Dollars in thousands, except per share amounts.

Non-GAAP Reconciliation

April 3, 2009

March 28, 2008

Adjusted Net Income and Adjusted Earnings per Share

Net income

6,861

6,798

Severance and asset impairment costs

661

Asbestos liability and defense costs

1,645

278

Asbestos coverage litigation expense

2,966

3,139

Interest adjustment to effect IPO at beginning of period

1,577

Tax adjustment to effective rate of 32% and 34%, respectively

(1,773)

(1,648)

Adjusted net income

10,360

10,144

Adjusted net income margin

7.6%

7.8%

Weighted average shares outstanding - diluted

43,312,306

Shares outstanding at closing of IPO

44,006,026

Adjusted net income per share

0.24

0.23

Net income per share-basic

and diluted in accordance with GAAP

0.16

0.31

Adjusted Operating Income

Operating income

11,810

14,873

Severance and asset impairment costs

661

Asbestos liability and defense costs

1,645

278

Asbestos coverage litigation expense

2,966

3,139

Adjusted operating income

17,082

18,290

Adjusted operating income margin

12.5%

14.0%

Three Months Ended

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

April 3, 2009

March 28, 2008

Adjusted SG&A Expense

Selling, general and administrative expenses

30,187

28,507

Severance and asset impairment costs

661

Adjusted selling, general and administrative expenses

29,526

28,507

21.7%

21.8%

Three Months Ended

____________________

Note: Dollars in millions.

Sales & Order Growth

Backlog

Period

End

Three Months Ended March 28, 2008

130.7

180.3

353.6

Components of Growth:

Existing Businesses

23.4

17.9%

(45.9)

(25.5%)

(9.8)

(2.8%)

Foreign Currency Translation

(17.8)

(13.6%)

(13.6)

(7.5%)

(38.2)

(10.8%)

Total Growth

5.6

4.3%

(59.5)

(33.0%)

(48.0)

(13.6%)

Three Months Ended April 3, 2009

136.3

120.8

305.6

Sales

Orders

Sales & Order Growth

____________________

Note: Dollars in millions.

Year Ended December 31, 2005

345.5

370.4

Components of Growth:

Organic Growth from Existing Businesses

40.7

11.8%

65.6

17.7%

Acquisitions

4.8

1.4%

4.4

1.2%

Foreign Currency Translation

2.6

0.8%

1.9

0.5%

Total Growth

48.1

13.9%

71.9

19.4%

Year Ended December 31, 2006

393.6

442.3

Components of Growth:

Organic Growth from Existing Businesses

53.3

13.5%

77.7

17.6%

Acquisitions

31.3

8.0%

27.2

6.1%

Foreign Currency Translation

28.1

7.1%

34.3

7.8%

Total Growth

112.7

28.6%

139.2

31.5%

Year Ended December 31, 2007

506.3

581.5

Components of Growth:

Organic Growth from Existing Businesses

70.2

13.9%

40.9

7.0%

Acquisitions

5.5

1.1%

11.7

2.0%

Foreign Currency Translation

22.9

4.5%

35.1

6.1%

Total Growth

98.6

19.5%

87.7

15.1%

Year Ended December 31, 2008

604.9

669.2

Sales

Orders

Non-GAAP Reconciliation

Projected net income per share - fully diluted

0.69

0.76

Severance and asset impairment costs *

0.01

Asbestos coverage litigation

0.19

Asbestos liability and defense costs

0.11

Projected adjusted net income per share - fully diluted

$ 1.00

$ 1.07

* Actual costs for first quarter 2009

EPS Range

Colfax Corporation

Reconciliation of Projected 2009 Net Income Per Share to Adjusted Net Income Per Share

Amounts in Dollars

(unaudited)