Delaware
|
001-34045
|
54-1887631
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
r
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
r
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
r
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
(d) | Exhibits | |
99.1
|
Colfax
Corporation press release dated August 4, 2009, reporting financial
results for the quarter ended July 3, 2009.
|
|
99.2
|
Colfax
Corporation slides for August 4, 2009 conference call for financial
results for the quarter ended July 3,
2009.
|
Colfax
Corporation
|
|||
Date: August
4, 2009
|
By:
|
/s/
JOHN A. YOUNG
|
|
Name:
|
John
A. Young
|
||
Title:
|
President
and Chief Executive Officer
|
||
|
99.1
|
Colfax
Corporation press release dated August 4, 2009, reporting financial
results for the quarter ended July 3,
2009.
|
|
99.2
|
Colfax
Corporation slides for August 4, 2009 conference call for financial
results for the quarter ended July 3,
2009.
|
|
•
|
Net
income of $4.4 million (10 cents per share – basic and diluted); Adjusted
net income (as defined below) of $8.5 million (20 cents per share), a
decrease of 38.8% including negative currency effects of 4 cents per
share
|
|
•
|
Net
sales of $129.2 million, a decrease of 20.0%; Organic sales decline (as
defined below) of 10.2%
|
|
•
|
Operating
income of $8.3 million; Adjusted operating income (as defined below) of
$14.3 million, a decrease of 39.4% including negative currency effects of
$2.3 million
|
|
•
|
EBITDA
(as defined below) of $11.8 million; Adjusted EBITDA (as defined below) of
$17.8 million, a decrease of 35.2% including negative currency effects of
$2.6 million
|
|
•
|
Second
quarter orders of $104.1 million, a decrease of 44.9%; Organic order
decline (as defined below) of 38.3%
|
|
•
|
Backlog
of $292.3 million at period end
|
|
•
|
Net
income of $11.2 million (26 cents per share – basic and diluted); Adjusted
net income (as defined below) of $18.9 million (44 cents per share), a
decrease of 21.5% including negative currency effects of 9 cents per
share
|
|
•
|
Net
sales of $265.5 million, a decrease of 9.1%; Organic sales growth (as
defined below) of 2.4%
|
|
•
|
Operating
income of $20.1 million; Adjusted operating income (as defined below) of
$31.4 million, a decrease of 25.0% including negative currency effects of
$5.6 million
|
|
•
|
EBITDA
(as defined below) of $27.0 million; Adjusted EBITDA (as defined below) of
$38.3 million, a decrease of 22.7% including negative currency effects of
$6.2 million
|
|
•
|
Orders
for the six month period of $224.9 million, a decrease of 39.1%; Organic
order decline (as defined below) of
32.0%
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
July
3, 2009
|
June
27, 2008
|
July
3, 2009
|
June
27, 2008
|
|||||||||||||
Net
sales
|
$ | 129,185 | $ | 161,431 | $ | 265,508 | $ | 292,082 | ||||||||
Cost
of sales
|
84,630 | 104,654 | 172,938 | 187,127 | ||||||||||||
Gross
profit
|
44,555 | 56,777 | 92,570 | 104,955 | ||||||||||||
Initial
public offering related costs
|
- | 57,017 | - | 57,017 | ||||||||||||
Selling,
general and administrative expenses
|
28,586 | 35,776 | 58,112 | 64,283 | ||||||||||||
Research
and development expenses
|
1,680 | 1,571 | 3,087 | 2,952 | ||||||||||||
Restructuring
and other related charges
|
486 | - | 1,147 | - | ||||||||||||
Asbestos
liability and defense costs (income)
|
1,482 | (715 | ) | 3,127 | (437 | ) | ||||||||||
Asbestos
coverage litigation expenses
|
4,027 | 3,970 | 6,993 | 7,109 | ||||||||||||
Operating
income (loss)
|
8,294 | (40,842 | ) | 20,104 | (25,969 | ) | ||||||||||
Interest
expense
|
1,786 | 3,236 | 3,632 | 7,733 | ||||||||||||
Income
(loss) before income taxes
|
6,508 | (44,078 | ) | 16,472 | (33,702 | ) | ||||||||||
Provision
(benefit) for income taxes
|
2,142 | (12,679 | ) | 5,245 | (9,101 | ) | ||||||||||
Net
income (loss)
|
$ | 4,366 | $ | (31,399 | ) | $ | 11,227 | $ | (24,601 | ) | ||||||
Net
income (loss) per share—basic and diluted
|
$ | 0.10 | $ | (1.01 | ) | $ | 0.26 | $ | (0.99 | ) |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
July
3, 2009
|
June
27, 2008
|
July
3, 2009
|
June
27, 2008
|
|||||||||||||
EBITDA
|
||||||||||||||||
Net
income (loss)
|
$ | 4,366 | $ | (31,399 | ) | $ | 11,227 | $ | (24,601 | ) | ||||||
Interest
expense
|
1,786 | 3,236 | 3,632 | 7,733 | ||||||||||||
Provision
(benefit) for income taxes
|
2,142 | (12,679 | ) | 5,245 | (9,101 | ) | ||||||||||
Depreciation
and amortization
|
3,538 | 3,955 | 6,911 | 7,650 | ||||||||||||
EBITDA
|
$ | 11,832 | $ | (36,887 | ) | $ | 27,015 | $ | (18,319 | ) | ||||||
EBITDA
margin
|
9.2 | % | (22.9 | )% | 10.2 | % | (6.3 | )% | ||||||||
Adjusted
EBITDA
|
||||||||||||||||
Net
income (loss)
|
$ | 4,366 | $ | (31,399 | ) | $ | 11,227 | $ | (24,601 | ) | ||||||
Interest
expense
|
1,786 | 3,236 | 3,632 | 7,733 | ||||||||||||
Provision
for income taxes
|
2,142 | (12,679 | ) | 5,245 | (9,101 | ) | ||||||||||
Depreciation
and amortization
|
3,538 | 3,955 | 6,911 | 7,650 | ||||||||||||
Restructuring
and other related charges
|
486 | - | 1,147 | - | ||||||||||||
IPO-related
costs
|
- | 57,017 | - | 57,017 | ||||||||||||
Legacy
legal adjustment
|
- | 4,131 | - | 4,131 | ||||||||||||
Asbestos
liability and defense costs (income)
|
1,482 | (715 | ) | 3,127 | (437 | ) | ||||||||||
Asbestos
coverage litigation expense
|
4,027 | 3,970 | 6,993 | 7,109 | ||||||||||||
Adjusted
EBITDA
|
$ | 17,827 | $ | 27,516 | $ | 38,282 | $ | 49,501 | ||||||||
Adjusted
EBITDA margin
|
13.8 | % | 17.0 | % | 14.4 | % | 16.9 | % | ||||||||
Adjusted
Net Income and Adjusted Earnings per Share
|
||||||||||||||||
Net
income (loss)
|
$ | 4,366 | $ | (31,399 | ) | $ | 11,227 | $ | (24,601 | ) | ||||||
Restructuring
and other related charges
|
486 | - | 1,147 | - | ||||||||||||
IPO-related
costs
|
- | 57,017 | - | 57,017 | ||||||||||||
Legacy
legal adjustment
|
- | 4,131 | - | 4,131 | ||||||||||||
Asbestos
liability and defense costs
|
1,482 | (715 | ) | 3,127 | (437 | ) | ||||||||||
Asbestos
coverage litigation expense
|
4,027 | 3,970 | 6,993 | 7,109 | ||||||||||||
Interest
adjustment to effect IPO at beginning of period
|
- | 725 | - | 2,302 | ||||||||||||
Tax
adjustment to effective rate of 32% and 34%, respectively
|
(1,859 | ) | (19,836 | ) | (3,631 | ) | (21,484 | ) | ||||||||
Adjusted
net income
|
$ | 8,502 | $ | 13,893 | $ | 18,863 | $ | 24,037 | ||||||||
Adjusted
net income margin
|
6.6 | % | 8.6 | % | 7.1 | % | 8.2 | % | ||||||||
Weighted
average shares outstanding - diluted
|
43,245,990 | - | 43,237,856 | - | ||||||||||||
Shares
outstanding at closing of IPO
|
- | 44,006,026 | - | 44,006,026 | ||||||||||||
Adjusted
net income per share
|
$ | 0.20 | $ | 0.32 | $ | 0.44 | $ | 0.55 | ||||||||
Net
income per share-basic
|
||||||||||||||||
and
diluted in accordance with GAAP
|
$ | 0.10 | $ | (1.01 | ) | $ | 0.26 | $ | (0.99 | ) | ||||||
Adjusted
Operating Income
|
||||||||||||||||
Operating
income (loss)
|
$ | 8,294 | $ | (40,842 | ) | $ | 20,104 | $ | (25,969 | ) | ||||||
Restructuring
and other related charges
|
486 | - | 1,147 | - | ||||||||||||
IPO-related
costs
|
- | 57,017 | - | 57,017 | ||||||||||||
Legacy
legal adjustment
|
- | 4,131 | - | 4,131 | ||||||||||||
Asbestos
liability and defense costs
|
1,482 | (715 | ) | 3,127 | (437 | ) | ||||||||||
Asbestos
coverage litigation expense
|
4,027 | 3,970 | 6,993 | 7,109 | ||||||||||||
Adjusted
operating income
|
$ | 14,289 | $ | 23,561 | $ | 31,371 | $ | 41,851 | ||||||||
Adjusted
operating income margin
|
11.1 | % | 14.6 | % | 11.8 | % | 14.3 | % |
Colfax
Corporation
|
Sales
and Orders Growth
|
Dollars
in millions
|
(unaudited)
|
Sales
|
Orders
|
|||||||||||||||||||||||
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Three
Months Ended June 27, 2008
|
$ | 161.4 | $ | 188.8 | ||||||||||||||||||||
Components
of Growth:
|
||||||||||||||||||||||||
Existing
Businesses
|
(16.4 | ) | (10.2 | )% | (72.3 | ) | (38.3 | )% | ||||||||||||||||
Foreign
Currency Translation
|
(15.8 | ) | (9.8 | )% | (12.4 | ) | (6.6 | )% | ||||||||||||||||
Total
Growth
|
(32.2 | ) | (20.0 | )% | (84.7 | ) | (44.9 | )% | ||||||||||||||||
Three
Months Ended July 3, 2009
|
$ | 129.2 | $ | 104.1 | ||||||||||||||||||||
Sales
|
Orders
|
Backlog at
|
||||||||||||||||||||||
$
|
%
|
$
|
%
|
Period End
|
||||||||||||||||||||
Six
Months Ended June 27, 2008
|
$ | 292.1 | $ | 369.1 | $ | 384.0 | ||||||||||||||||||
Components
of Growth:
|
||||||||||||||||||||||||
Existing
Businesses
|
7.0 | 2.4 | % | (118.2 | ) | (32.0 | )% | (63.8 | ) | (16.6 | )% | |||||||||||||
Foreign
Currency Translation
|
(33.6 | ) | (11.5 | )% | (26.0 | ) | (7.0 | )% | (27.9 | ) | (7.3 | )% | ||||||||||||
Total
Growth
|
(26.6 | ) | (9.1 | )% | (144.2 | ) | (39.1 | )% | (91.7 | ) | (23.9 | )% | ||||||||||||
Six
Months Ended July 3, 2009
|
$ | 265.5 | $ | 224.9 | $ | 292.3 |
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
|
$ | 0.57 | $ | 0.64 | ||||
Actual
first half restructuring and other related charges
|
0.02 | 0.02 | ||||||
Estimated
second half restructuring and other related charges
|
0.04 | 0.04 | ||||||
Asbestos
coverage litigation
|
0.19 | 0.19 | ||||||
Asbestos
liability and defense costs
|
0.11 | 0.11 | ||||||
Projected
adjusted net income per share - fully diluted
|
$ | 0.93 | $ | 1.00 |
2Q 2009 Earnings Call
August 4, 2009
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
1
Adjusted net income of $8.5 million (20 cents per share) compared to $13.9 million (32
cents per share) in Q2 2008, including negative currency effects of 4 cents per share
Net sales of $129.2 million compared to $161.4 million in Q2 2008, a decrease of 20.0%
(organic decline of 10.2%)
Adjusted operating income of $14.3 million compared to $23.6 million in Q2 2008,
including negative currency effects of $2.3 million
Adjusted EBITDA of $17.8 million compared to $27.5 million in Q2 2008, including
negative currency effects of $2.6 million
Second quarter orders of $104.1 million compared to $188.8 in Q2 2008, a decrease of
44.9% (organic decline of 38.3%)
Backlog of $292.3 million
Q2 2009 Highlights
2
Lower Results for Q2 2009
Organic sales down 10% year over year, down 8% sequentially
Results impacted by reduced OEM demand and push-out of project deliveries
Organic sales increased in commercial marine (up 7%) and global navy (up 26%)
Global Business Conditions Continued to Weaken in Q2
Organic orders declined 38% year-over-year, down 17% sequentially
Decline driven by commercial marine (down 54%) and general industrial (down 44%)
Decline in commercial marine orders includes cancellations of $9 million
Weakness in most general industrial submarkets including chemical, distribution,
machinery support
and building products
Q2 2009 Highlights Continued
3
YTD 2009 Highlights
Adjusted net income of $18.9 million (44 cents per share) compared to $24 million (55
cents per share) in 2008, including negative currency effects of 9 cents per share
Net sales of $265.5 million compared to $292.1 million in 2008, a decrease of 9.1%
(organic growth of 2.4%)
Adjusted operating income of $31.4 million compared to $41.9 million in 2008,
including negative currency effects of $5.6 million
Adjusted EBITDA of $38.3 million compared to $49.5 million in 2008, including
negative currency effects of $6.2 million
Orders of $224.9 million compared to $369.1 million in 2008, a decrease of 39.1%
(organic decline of 32.0%)
4
Continuing to rightsize to align capacity with demand
Major actions since the beginning of the year:
Reduced temporary, contract and full-time employees (approximately 150 associates)
Implemented furlough programs in Germany (approximately 628 associates, 100 full-time
equivalents)
Closed facility in Aberdeen, NC
Announced closing of Sanford, NC facility
Expect savings of about $13 million in 2009, including furlough-related savings
Expect restructuring expenses of about $4 million in 2009 for activities announced to
date
Additional restructuring anticipated as year progresses
Will remain agile and respond as conditions warrant
CBS activity continues in all areas
Profit Protection Plan Update
5
2009
YTD
2008
YTD
-
Q2 2009
Q2 2008
$300.0
$200.0
$100.0
$0.0
$265.5
$292.1
$129.2
$161.4
14.4%
16.9%
13.8%
17.0%
% Margin
(20.0)%
(9.8)%
(10.2)%
(9.1)%
--
--
Total Growth (Decline)
(11.5)%
--
--
FX Translation
2.4%
--
--
Existing Businesses
Revenue and Adjusted EBITDA
(1) Refer to Appendix for Non-GAAP reconciliation.
__________________
Note: Dollars in millions.
Revenue
Adjusted EBITDA (1)
$27.5
$17.8
$49.5
$38.3
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
Q2 2008
Q2 2009
-
YTD
2008
YTD
2009
6
____________________
Note: Dollars in millions.
YTD 2009
YTD 2008
Q2 2009
Q2 2008
$400.0
$300.0
$200.0
$100.0
$0.0
$224.9
$369.1
$104.1
$188.8
Orders
Backlog
Orders and Backlog
(39.1)%
--
(44.9)%
Total Growth
(7.0)%
--
(6.6)%
--
FX Translation
(32.0)%
--
(38.3)%
--
Existing
Businesses
$292.8
$353.6
$384.0
$383.1
$337.3
$305.6
$292.3
$0.0
$100.0
$200.0
$300.0
$400.0
Q4 2007
Q1 2008
Q2 2008
Q3 2008
Q4 2008
Q1 2009
Q2 2009
7
Q2 2009 Sales and Orders by End Market
(38)%
(45)%
Total
(44)%
(50)%
General Industrial
(24)%
(26)%
Global Navy
(25)%
(33)%
Power Generation
(16)%
(21)%
Oil & Gas
Commercial Marine
(54)%
(62)%
Organic Growth
Total Growth
Orders: $104.1 million
Sales: $129.2 million
8%
Global Navy
34%
Industrial
General
27%
Marine
Commercial
17%
Oil & Gas
14%
Generation
Power
(10)%
(20)%
Total
(23)%
(32)%
General Industrial
26%
22%
Global Navy
(25)%
(31)%
Power Generation
1%
(3)%
Oil & Gas
Commercial Marine
7%
(12)%
Organic Growth
Total Growth
Commercial
Marine
19%
Oil & Gas
23%
Power
Generation
15%
Global Navy
9%
General
Industrial
34%
8
2009 YTD Sales and Orders by End Market
(32)%
(39)%
Total
(36)%
(43)%
General Industrial
21%
19%
Global Navy
(18)%
(27)%
Power Generation
(4)%
(9)%
Oil & Gas
Commercial Marine
(56)%
(63)%
Organic Growth
Total Growth
Orders: $224.9 million
Sales: $265.5 million
7%
Global Navy
14%
Generation
Power
16%
Oil & Gas
35%
Industrial
General
28%
Marine
Commercial
2%
(9)%
Total
(13)%
(23)%
General Industrial
29%
25%
Global Navy
(6)%
(15)%
Power Generation
10%
5%
Oil & Gas
Commercial Marine
24%
3%
Organic Growth
Total Growth
Power
Generation
15%
Oil & Gas
19%
Commercial
Marine
19%
General
Industrial
34%
Global Navy
13%
9
Strong balance sheet
Debt to adjusted EBITDA = 1
Debt of $94 million, principal payments of $5 million in 2009, matures in 2013
Cash = $38 million
$136 million available on revolver
Strong cash flow
Adjusted EBITDA (LTM) of $94 million
Strong Financial Condition
10
Refer to Appendix for Non-GAAP reconciliation.
__________________
Note: Dollars in millions.
Income Statement Summary
Three Months Ended
Delta
7/3/2009
6/27/2008
$
%
Orders
$ 104.1
$ 188.8
$ (84.7)
(44.9)%
Sales
$ 129.2
$ 161.4
$ (32.2)
(20.0)%
Gross Profit
$ 44.6
$ 56.8
$ (12.2)
(21.5)%
% of Sales
34.5%
35.2%
Adjusted SG&A Expenses
$ 28.6
$ 31.6
$ (3.1)
(9.7)%
R&D Expense
1.7
1.6
0.1
6.9%
Operating Expenses
$ 30.3
$ 33.2
$ (3.0)
(8.9)%
% of Sales
23.4%
20.6%
Adjusted Operating Income
$ 14.3
$ 23.6
$ (9.3)
(39.4)%
% of Sales
11.1%
14.6%
Adjusted EBITDA
$ 17.8
$ 27.5
$ (9.7)
(35.2)%
% of Sales
13.8%
17.0%
Adjusted Net Income
$ 8.5
$ 13.9
$ (5.4)
(38.8)%
% of Sales
6.6%
8.6%
11
Income Statement Summary
Refer to Appendix for Non-GAAP reconciliation.
__________________
Note: Dollars in millions.
Delta
7/3/2009
6/27/2008
$
%
Orders
$ 224.9
$ 369.1
$ (144.2)
(39.1)%
Sales
$ 265.5
$ 292.1
$ (26.6)
(9.1)%
Gross Profit
$ 92.6
$ 105.0
$ (12.4)
(11.8)%
% of Sales
34.9%
35.9%
Adjusted SG&A Expense
$ 58.1
$ 60.2
$ (2.0)
(3.4)%
R&D Expense
3.1
3.0
0.1
4.6%
Operating Expenses
$ 61.2
$ 63.1
$ (1.9)
(3.0)%
% of Sales
23.1%
21.6%
Adjusted Operating Income
$ 31.4
$ 41.9
$ (10.5)
(25.0)%
% of Sales
11.8%
14.3%
Adusted EBITDA
$ 38.3
$ 49.5
$ (11.2)
(22.7)%
% of Sales
14.4%
16.9%
Adjusted Net Income
$ 18.9
$ 24.0
$ (5.2)
(21.5)%
% of Sales
7.1%
8.2%
Six Months Ended
12
____________________
Note: Dollars in millions.
Statement of Cash Flows Summary
7/3/2009
6/27/2008
Net income (loss)
11.2
$
(24.6)
$
Non-cash expenses
7.7
4.3
Change in working capital and accrued liabilities
(5.9)
(32.8)
Other
4.9
(3.9)
Total Operating Activities
17.9
$
(57.0)
$
Capital expenditures
(5.9)
$
(9.1)
$
Other
0.1
0.1
Total Investing Activities
(5.8)
$
(9.0)
$
Repayments of borrowings
(2.5)
$
(106.5)
$
Proceeds from IPO, net of offering costs
-
193.0
Dividends paid to preferred shareholders
-
(38.5)
Other
(0.4)
(3.1)
Total Financing Activities
(2.9)
$
44.9
$
Effect of exchange rates on cash
-
0.1
Increase (decrease) in cash
9.2
(21.0)
Cash, beginning of period
28.8
48.1
Cash, end of period
38.0
$
27.1
$
Six Months Ended
13
2009 Outlook Summary
$530 million
to
$515 million
2009 Total
(8)%
to
(6)%
2009 Organic growth (1)
Revenue Range
$1.00
to
$0.93
2009 Adjusted net income per share (2)
$0.64
to
$0.57
2009 Net income per share
EPS Range
(1) Excludes impact of foreign exchange rate fluctuations
(2) Excludes impact of asbestos coverage litigation, asbestos liability and defense costs, and restructuring and other related charges
(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
$1.41
Euro
$7 million
Asbestos liability and defense costs
$12 million
Asbestos coverage litigation
Assumptions
NOTE: Guidance as of 8/4/09
14
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
15
Appendix
16
Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude asbestos liability and
defense costs (income) and asbestos coverage litigation expenses, certain
legacy legal charges, certain due diligence costs, restructuring
and other related 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 legacy legal adjustments. 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 actual and estimated restructuring and other related
charges,
asbestos coverage litigation expenses and asbestos liability and defense costs. Organic sales growth (decline) 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 2009, reclassifications of previously
reported amounts were made to conform to current period presentation. No
changes have been made to total sales or orders.
Disclaimer
17
____________________
Note: Dollars in thousands.
Non-GAAP Reconciliation
July 3, 2009
June 27, 2008
July 3, 2009
June 27, 2008
EBITDA
Net income (loss)
4,366
$
(31,399)
$
11,227
$
(24,601)
$
Interest expense
1,786
3,236
3,632
7,733
Provision (benefit) for income taxes
2,142
(12,679)
5,245
(9,101)
Depreciation and amortization
3,538
3,955
6,911
7,650
EBITDA
11,832
$
(36,887)
$
27,015
$
(18,319)
$
EBITDA margin
9.2%
(22.9)%
10.2%
(6.3)%
Adjusted EBITDA
Net income (loss)
4,366
$
(31,399)
$
11,227
$
(24,601)
$
Interest expense
1,786
3,236
3,632
7,733
Provision for income taxes
2,142
(12,679)
5,245
(9,101)
Depreciation and amortization
3,538
3,955
6,911
7,650
Restructuring and other related charges
486
-
1,147
-
IPO-related costs
-
57,017
-
57,017
Legacy legal adjustment
-
4,131
-
4,131
Asbestos liability and defense costs (income)
1,482
(715)
3,127
(437)
Asbestos coverage litigation expense
4,027
3,970
6,993
7,109
Adjusted EBITDA
17,827
$
27,516
$
38,282
$
49,501
$
Adjusted EBITDA margin
13.8%
17.0%
14.4%
16.9%
Three Months Ended
Six Months Ended
18
____________________
Note: Dollars in thousands, except per share amounts.
Non-GAAP Reconciliation
July 3, 2009
June 27, 2008
July 3, 2009
June 27, 2008
Adjusted Net Income and Adjusted Earnings per Share
Net income (loss)
4,366
$
(31,399)
$
11,227
$
(24,601)
$
Restructuring and other related charges
486
-
1,147
-
IPO-related costs
-
57,017
-
57,017
Legacy legal adjustment
-
4,131
-
4,131
Asbestos liability and defense costs
1,482
(715)
3,127
(437)
Asbestos coverage litigation expense
4,027
3,970
6,993
7,109
Interest adjustment to effect IPO at beginning of period
-
725
-
2,302
Tax adjustment to effective rate of 32% and 34%, respectively
(1,859)
(19,836)
(3,631)
(21,484)
Adjusted net income
8,502
$
13,893
$
18,863
$
24,037
$
Adjusted net income margin
6.6%
8.6%
7.1%
8.2%
Weighted average shares outstanding - diluted
43,245,990
-
43,237,856
-
Shares outstanding at closing of IPO
-
44,006,026
-
44,006,026
Adjusted net income per share
0.20
$
0.32
$
0.44
$
0.55
$
Net income per share-basic
and diluted in accordance with GAAP
0.10
$
(1.01)
$
0.26
$
(0.99)
$
Adjusted Operating Income
Operating income (loss)
8,294
$
(40,842)
$
20,104
$
(25,969)
$
Restructuring and other related charges
486
-
1,147
-
IPO-related costs
-
57,017
-
57,017
Legacy legal adjustment
-
4,131
-
4,131
Asbestos liability and defense costs
1,482
(715)
3,127
(437)
Asbestos coverage litigation expense
4,027
3,970
6,993
7,109
Adjusted operating income
14,289
$
23,561
$
31,371
$
41,851
$
Adjusted operating income margin
11.1%
14.6%
11.8%
14.3%
Three Months Ended
Six Months Ended
19
____________________
Note: Dollars in millions.
Sales & Order Growth
$
%
$
%
Three Months Ended June 27, 2008
161.4
$
188.8
$
Components of Growth:
Existing Businesses
(16.4)
(10.2)%
(72.3)
(38.3)%
Foreign Currency Translation
(15.8)
(9.8)%
(12.4)
(6.6)%
Total Growth
(32.2)
(20.0)%
(84.7)
(44.9)%
Three Months Ended July 3, 2009
129.2
$
104.1
$
Backlog
at
$
%
$
%
Period
End
Six Months Ended June 27, 2008
292.1
$
369.1
$
384.0
$
Components of Growth:
Existing Businesses
7.0
2.4%
(118.2)
(32.0)%
(63.8)
(16.6)%
Foreign Currency Translation
(33.6)
(11.5)%
(26.0)
(7.0)%
(27.9)
(7.3)%
Total Growth
(26.6)
(9.1)%
(144.2)
(39.1)%
(91.7)
(23.9)%
Six Months Ended July 3, 2009
265.5
$
224.9
$
292.3
$
Sales
Orders
Sales
Orders
20
____________________
Note: Dollars in thousands.
Non-GAAP Reconciliation
July 3, 2009
June 27, 2008
July 3, 2009
June 27, 2008
Adjusted SG&A Expense
Selling, general and administrative expenses
28,586
$
35,776
$
58,112
$
64,283
$
Legacy legal adjustment
-
4,131
-
4,131
Adjusted selling, general and administrative expenses
28,586
$
31,645
$
58,112
$
60,152
$
22.1%
19.6%
21.9%
20.6%
Three Months Ended
Six Months Ended
21
Non-GAAP Reconciliation
Projected net income per share - fully diluted
$ 0.57
$ 0.64
Actual first half restructuring and other related charges
0.02
0.02
Estimated second half restructuring and other related charges
0.04
0.04
Asbestos coverage litigation
0.19
0.19
Asbestos liability and defense costs
0.11
0.11
Projected adjusted net income per share - fully diluted
$ 0.93
$ 1.00
EPS Range
Reconciliation of Projected 2009 Net Income Per Share to Adjusted Net Income Per Share
Amounts in Dollars
(unaudited)
22