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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): November 3, 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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 November 3, 2009, Colfax Corporation issued a press release reporting preliminary financial results for the quarter ended October 2, 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. ET on November 3, 2009 to discuss its preliminary 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 November 3, 2009, reporting preliminary financial results for the quarter ended October 2, 2009.

99.2

Colfax Corporation slides for November 3, 2009 conference call for preliminary financial results for the quarter ended October 2, 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: November 3, 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 November 3, 2009, reporting preliminary financial results for the quarter ended October 2, 2009.

99.2

Colfax Corporation slides for November 3, 2009 conference call for preliminary financial results for the quarter ended October 2, 2009.

Unassociated Document

Exhibit 99.1

COLFAX REPORTS PRELIMINARY THIRD QUARTER RESULTS

RICHMOND, VA – November 3, 2009 - Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced preliminary financial results for the third quarter ended October 2, 2009. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company’s Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company’s evaluation of this information will be reflected in the Company’s financial statements included in its third quarter Form 10-Q.

On a year-over-year basis, highlights for the quarter and the first nine months of 2009 include:

Third quarter of 2009 (all comparisons versus the third quarter of 2008)

•

Net income of $1.8 million (4 cents per share – basic and diluted) including restructuring and other related charges of $9.6 million; adjusted net income (as defined below) of $10.0 million (23 cents per share), a decrease of 17.6% including negative currency effects of 1 cent per share

•

Net sales of $128.5 million, a decrease of 16.2%; organic sales decline (as defined below) of 12.0%

•

Operating income of $3.7 million; adjusted operating income (as defined below) of $16.5 million, a decrease of 18.7% including negative currency effects of $0.8 million

•

EBITDA (as defined below) of $7.4 million; adjusted EBITDA (as defined below) of $20.2 million, a decrease of 15.9% including negative currency effects of $1.0 million

•

Third quarter orders of $124.3 million, a decrease of 28.5%; organic order decline (as defined below) of 25.5%

•

Backlog of $298.0 million at period end

Year-to-date 2009 (all comparisons versus the first nine months of 2008)

•

Net income of $13.0 million (30 cents per share – basic and diluted) including restructuring and other related charges of $10.8 million; adjusted net income (as defined below) of $28.9 million (67 cents per share), a decrease of 20.2% including negative currency effects of 10 cents per share

•

Net sales of $394.1 million, a decrease of 11.6%; organic sales decline (as defined below) of 2.5%

•

Operating income of $23.8 million; adjusted operating income (as defined below) of $47.9 million, a decrease of 23.0% including negative currency effects of $6.4 million

•

EBITDA (as defined below) of $34.4 million; adjusted EBITDA (as defined below) of $58.5 million, a decrease of 20.4% including negative currency effects of $7.2 million

•

Orders for the nine month period of $349.2 million, a decrease of 35.7%; organic order decline (as defined below) of 29.9%

Adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted EBITDA, organic sales growth (decline) and organic order growth (decline) are not financial measures calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”). See below for a description of the measures’ usefulness and a reconciliation of these measures to their most directly comparable preliminary GAAP financial measures.

“We are pleased with our performance in this challenging environment,” said John Young, president and CEO of Colfax Corporation. “While overall sales were down, our Navy and power generation businesses showed good growth over last year’s third quarter. On a sequential basis, our organic orders were up 15% driven by increases in the commercial marine, Navy, power generation and general industrial markets. Backlog is also up slightly since the end of the second quarter. We’re continuing to streamline our operations and reduce our cost structure. We’ve made significant progress on our cost reduction initiatives and have reduced headcount by about 15%. We expect to realize savings of approximately $16 million in 2009 or about $22 million on an annualized basis. The benefits of our efforts are evident in our margins. Our gross profit margin was up 40 basis points and we maintained our adjusted EBITDA margin despite 16% lower sales than last year.”

He added, “We’re encouraged by the recent improvement in our order book but we are continuing to have push-outs of project deliveries. Given the uncertain economic environment, we remain cautious on our outlook. Our strong balance sheet provides us the flexibility to weather current conditions while pursuing acquisitions and organic growth initiatives. Our strategy remains unchanged – we’re focused on providing unmatched expert solutions to our global customer base while aligning capacity to meet demand. We’re well positioned to enhance profitability and our competitive position as conditions improve.”

“Based on variable project timing and estimated mix, we’ve lowered our projected sales and adjusted eps ranges for 2009. We now expect sales to be down organically 8% to 10% and expect adjusted eps to be $.88 to $.94.”

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 (decline) and organic order growth (decline). 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 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 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 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 preliminary 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 Tuesday, November 3 at 8:00 a.m. ET. The call will be open to the public through 877-718-5106 or 719-325-4871 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 products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, global naval and general industrial markets. Colfax’s operating subsidiaries supply products under the well-known brands Allweiler, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker “CFX.” Additional information about Colfax is available at www.colfaxcorp.com.

CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:

This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax’s plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax’s results to differ materially from current expectations include, but are not limited to factors detailed in Colfax’s reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption “Risk Factors”. In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.

The term “Colfax” in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.

Contact:

Mitzi Reynolds, Vice President, Investor Relations

Colfax Corporation

804-327-5689

Colfax Corporation

Condensed Consolidated Statements of Operations

Dollars in thousands, except per share data

(Preliminary1 and unaudited)

	Three Months Ended					Nine Months Ended
	October 2, 2009		September 26, 2008			October 2, 2009		September 26, 2008

Net sales	$	128,545	$	153,461		$	394,053	$	445,543
Cost of sales		82,339		98,983			255,277		286,110

Gross profit		46,206		54,478			138,776		159,433
Initial public offering related costs		-		-			-		57,017
Selling, general and administrative expenses		28,136		33,233			86,248		97,516
Research and development expenses		1,523		1,478			4,610		4,430
Restructuring and other related charges		9,608		-			10,755		-
Asbestos liability and defense costs (income)		1,377		(6,312	)		4,504		(6,749	)
Asbestos coverage litigation expenses		1,845		5,148			8,838		12,257

Operating income (loss)		3,717		20,931			23,821		(5,038	)
Interest expense		1,834		1,951			5,466		9,684

Income (loss) before income taxes		1,883		18,980			18,355		(14,722	)
Provision (benefit) for income taxes		64		5,329			5,309		(3,772	)

Net income (loss)	$	1,819	$	13,651		$	13,046	$	(10,950	)

Net income (loss) per share—basic and diluted	$	0.04	$	0.31		$	0.30	$	(0.43	)

The preliminary financial results as of and for the three and nine months ended October 2, 2009 reflect management’s best estimate of the Company’s net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company’s Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company’s evaluation of this information will be reflected in the Company’s financial statements included in its third quarter Form 10-Q.

Colfax Corporation

Condensed Consolidated Balance Sheets

Dollars in thousands

(Preliminary1 and unaudited)

	October 2,		December 31,
	2009		2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	50,833	$	28,762
Trade receivables, less allowance for doubtful accounts		89,601		101,064
Inventories, net		77,369		80,327
Asbestos insurance asset		26,031		26,473
Asbestos insurance receivable		34,972		36,371
Other current assets		21,589		21,860

Total current assets		300,395		294,857
Deferred income taxes, net		51,576		53,428
Property, plant and equipment, net		93,060		92,090
Goodwill and intangible assets, net		180,613		179,046
Long-term asbestos insurance asset		267,396		277,542
Deferred loan costs, pension and other assets		16,594		16,113
Total assets	$	909,634	$	913,076

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and capital leases	$	7,698	$	5,420
Accounts payable		37,992		52,138
Accrued asbestos liability		28,103		28,574
Other accrued liabilities		71,600		68,154

Total current liabilities		145,393		154,286
Long-term debt, less current portion		85,236		91,701
Long-term asbestos liability		316,218		328,684
Pension and accrued post-retirement benefits		129,663		130,188
Other liabilities		40,055		41,286
Total liabilities		716,565		746,145
Shareholders’ equity		193,069		166,931
Total liabilities and shareholders' equity	$	909,634	$	913,076

Colfax Corporation

Condensed Consolidated Statement of Cash Flows

Dollars in thousands

(Preliminary1 and unaudited)

	Nine Months Ended
	October 2,			September 26,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	13,046		$	(10,950	)
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and fixed asset impairment charges		11,240			11,345
Noncash stock-based compensation		1,970			10,814
Other adjustments for non-cash items		474			5,430
Deferred income taxes		362			(18,063	)
Changes in working capital		6,087			(26,315	)
Changes in other operating assets and liabilities		823			(2,952	)
Net cash provided by (used in) operating activities		34,002			(30,691	)

Cash flows from investing activities:
Purchases of fixed assets		(7,779	)		(13,329	)
Acquisitions, net of cash received		(1,260	)		-
Proceeds from sale of fixed assets		238			23
Net cash used in investing activities		(8,801	)		(13,306	)

Cash flows from financing activities:
Borrowings under term credit facility		-			100,000
Payments under term credit facility		(3,750	)		(207,778	)
Proceeds from borrowings on revolving credit facilities		-			28,185
Repayments of borrowings on revolving credit facilities		-			(28,158	)
Proceeds from the issuance of common stock, net of offering costs		-			193,020
Dividends paid to preferred shareholders		-			(38,546	)
Other		(447	)		(3,446	)
Net cash (used in) provided by financing activities		(4,197	)		43,277

Effect of exchange rates on cash		1,067			556

Increase (decrease) in cash and cash equivalents		22,071			(164	)
Cash and cash equivalents, beginning of year		28,762			48,093
Cash and cash equivalents, end of year	$	50,833		$	47,929

Colfax Corporation

Reconciliation of GAAP to non-GAAP Financial Measures

Dollars in thousands, except per share data

(Preliminary1 and unaudited)

	Three Months Ended						Nine Months Ended
	October 2, 2009			September 26, 2008			October 2, 2009			September 26, 2008

EBITDA
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)

Interest expense		1,834			1,951			5,466			9,684
Provision (benefit) for income taxes		64			5,329			5,309			(3,772	)
Depreciation and amortization		3,681			3,695			10,592			11,345

EBITDA	$	7,398		$	24,626		$	34,413		$	6,307
EBITDA margin		5.8	%		16.0	%		8.7	%		1.4	%

Adjusted EBITDA
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)

Interest expense		1,834			1,951			5,466			9,684
Provision (benefit) for income taxes		64			5,329			5,309			(3,772	)
Depreciation and amortization		3,681			3,695			10,592			11,345
Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257

Adjusted EBITDA	$	20,228		$	24,044		$	58,510		$	73,545
Adjusted EBITDA margin		15.7	%		15.7	%		14.8	%		16.5	%

Adjusted Net Income and Adjusted Earnings per Share
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)

Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257
Interest adjustment to effect IPO at beginning of period		-			-			-			2,302
Tax adjustment to effective rate of 32% and 34%, respectively		(4,644	)		(926	)		(8,276	)		(22,410	)

Adjusted net income	$	10,005		$	12,143		$	28,867		$	36,180
Adjusted net income margin		7.8	%		7.9	%		7.3	%		8.1	%

Weighted average shares outstanding - diluted		43,324,995			-			43,274,177			-
Shares outstanding at closing of IPO		-			44,006,026			-			44,006,026
Adjusted net income per share	$	0.23		$	0.28		$	0.67		$	0.82

Net income per share-basic
and diluted in accordance with GAAP	$	0.04		$	0.31		$	0.30		$	(0.43	)

Adjusted Operating Income
Operating income (loss)	$	3,717		$	20,931		$	23,821		$	(5,038	)

Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257

Adjusted operating income	$	16,547		$	20,349		$	47,918		$	62,200
Adjusted operating income margin		12.9	%		13.3	%		12.2	%		14.0	%

The preliminary financial results as of and for the three and nine months ending October 2, 2009 reflect management’s best estimate of the Company’s net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company’s Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company’s evaluation of this information will be reflected in the Company’s financial statements included in its third quarter Form 10-Q.

Colfax Corporation

Sales and Orders Growth

Dollars in millions

(unaudited)

	Sales						Orders
	$			%			$			%

Three Months Ended September 26, 2008	$	153.5					$	173.8

Components of Change:
Existing Businesses		(18.4	)		(12.0	)%		(44.3	)		(25.5	)%
Acquisitions		0.5			0.3	%		0.4			0.2	%
Foreign Currency Translation		(7.1	)		(4.6	)%		(5.6	)		(3.2	)%

Total		(25.0	)		(16.2	)%		(49.5	)		(28.5	)%

Three Months Ended October 2, 2009	$	128.5					$	124.3



	Sales						Orders						Backlog at
	$			%			$			%			Period End

Nine Months Ended September 26, 2008	$	445.5					$	542.9					$	383.1

Components of Change:
Existing Businesses		(11.4	)		(2.5	)%		(162.6	)		(29.9	)%		(83.9	)	(21.9	)%
Acquisitions		0.5			0.1	%		0.4			0.1	%		0.5		0.1	%
Foreign Currency Translation		(40.5	)		(9.1	)%		(31.5	)		(5.8	)%		(1.7	)	(0.4	)%

Total		(51.4	)		(11.6	)%		(193.7	)		(35.7	)%		(85.1	)	(22.2	)%

Nine Months Ended October 2, 2009	$	394.1					$	349.2					$	298.0

Colfax Corporation

Reconciliation of Projected 2009 Net Income Per Share1 to Adjusted Net Income Per Share

Amounts in Dollars

(unaudited)

	EPS Range

Projected net income per share - fully diluted	$	0.35	$	0.41

Restructuring and other related charges incurred year-to-date		0.17		0.17
Estimated fourth quarter restructuring and other related charges2		0.06		0.06
Asbestos coverage litigation		0.19		0.19
Asbestos liability and defense costs		0.11		0.11

Projected adjusted net income per share - fully diluted	$	0.88	$	0.94

Does not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company’s Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company’s evaluation of this information will be reflected in the Company’s financial statements included in its third quarter Form 10-Q.

2	Represents estimated costs related to restructuring actions implemented through November 3, 2009.

3Q 2009 Preliminary Earnings Call

November 3, 2009

Exhibit 99.2

The preliminary financial results reflect management’s best estimate of the Company’s
net asbestos liability based upon information currently available. The preliminary results
do not reflect any potential adjustments from the favorable asbestos ruling on October
14, 2009 for the Company’s Warren Pumps subsidiary. The Company expects additional
information related to this matter to become available prior to filing its third quarter Form
10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the
Company’s evaluation of this information will be reflected in the Company’s financial
statements included in its third quarter Form 10-Q.

Preliminary Results

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 $10.0 million (23 cents per share) compared to $12.1 million (28
cents per share) in Q3 2008, including negative currency effects of 1 cent per share

Net sales of $128.5 million compared to $153.5 million in Q3 2008, a decrease of 16.2%
(organic decline of 12.0%)

Adjusted operating income of $16.5 million compared to $20.3 million in Q3 2008,
including negative currency effects of $0.8 million

Adjusted EBITDA of $20.2 million compared to $24.0 million in Q3 2008, including
negative currency effects of $1.0 million

Third quarter orders of $124.3 million compared to $173.8 in Q3 2008, a decrease of
28.5% (organic decline of 25.5%)

Backlog of $298.0 million

Q3 2009 Highlights

Lower results for Q3 2009 vs. Q3 2008 but held margin

Organic sales down 12% overall driven by general industrial; strong growth in global navy (up 79%)
and power generation (up 17%)

Gross profit margin up 40 bps to 35.9% and adjusted EBITDA margin held at 15.7%

Global business conditions still weak; seeing signs of improvement

Organic orders declined 26% - commercial marine (down 27%), oil & gas (down 49%), and
general industrial (down 33%)

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

Marine cancellations minimal ($0.5 million in Q3 2009)

Organic orders up 15% sequentially, backlog up slightly

Solid increases in commercial marine (up 25%), power generation (up 44%), global
navy (up 55%) and general industrial (up 15%)

Purchased PD-Technik, a provider of commercial marine products and services in
Hamburg, Germany – enhances aftermarket opportunities

Q3 2009 Highlights Continued

YTD 2009 Highlights

Adjusted net income of $28.9 million (67 cents per share) compared to $36.2 million
(82 cents per share) in 2008, including negative currency effects of 10 cents per share

Net sales of $394.1 million compared to $445.5 million in 2008, a decrease of 11.6%
(organic decline of 2.5%)

Adjusted operating income of $47.9 million compared to $62.2 million in 2008,
including negative currency effects of $6.4 million

Adjusted EBITDA of $58.5 million compared to $73.5 million in 2008, including
negative currency effects of $7.2 million

Orders of $349.2 million compared to $542.9 million in 2008, a decrease of 35.7%
(organic decline of 29.9%)

Continuing to rightsize to align capacity with demand

Major actions since the beginning of the year:

Reduced temporary, contract and full-time employees (approximately 230 associates)

Implemented furlough programs in Germany (approximately 628 associates, 100 full-time
equivalents)

Closed facility in Aberdeen, NC

Closing Sanford, NC facility by year end

Expect savings of about $16 million in 2009, including furlough-related savings

Expect restructuring expenses of about $14 million in 2009 for activities announced to
date

Additional restructuring anticipated in 4Q

Will remain agile and respond as conditions warrant

CBS activity continues in all areas

Profit Protection Plan Update

2009

YTD

2008

YTD

Q3 2009

Q3 2008

$500.0

$400.0

$300.0

$200.0

$100.0

$0.0

$394.1

$445.5

$128.5

$153.5

14.8%

16.5%

15.7%

% Margin

0.1%

0.3%

Acquisitions

(16.2)%

(4.6)%

(12.0)%

(11.6)%

Total Growth (Decline)

(9.1)%

FX Translation

(2.5)%

Existing Businesses

Revenue and Adjusted EBITDA

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

__________________

Note: Dollars in millions.

Revenue

Adjusted EBITDA ⁽¹⁾

$24.0

$20.2

$73.5

$58.5

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

Q3 2008

Q3 2009

YTD

2008

YTD

2009

____________________

Note: Dollars in millions.

YTD 2009

YTD 2008

Q3 2009

Q3 2008

$600.0

$500.0

$400.0

$300.0

$200.0

$100.0

$0.0

$349.2

$542.9

$124.3

$173.8

Orders

Backlog

Orders and Backlog

0.1%

0.2%

Acquisitions

(35.7)%

(28.5)%

Total Growth

(5.8)%

(3.2)%

FX Translation

(29.9)%

(25.5)%

Existing
Businesses

$292.8

$353.6

$384.0

$383.1

$337.3

$305.6

$292.3

$298.0

$0.0

$100.0

$200.0

$300.0

$400.0

2007

2008

2009

Q3 2009 Sales and Orders by End Market

(12)%

(16)%

Total

(34)%

(36)%

General Industrial

79%

78%

Global Navy

17%

12%

Power Generation

(8)%

Oil & Gas

Commercial Marine

(9)%

(18)%

Organic Growth

Total Growth

25%

Marine

Commercial

11%

Global Navy

15%

Generation

Power

16%

Oil & Gas

33%

Industrial

General

Sales: $128.5 million

Orders: $124.3 million

(26)%

(29)%

Total

(33)%

(35)%

General Industrial

59%

55%

Global Navy

(7)%

(9)%

Power Generation

(49)%

Oil & Gas

Commercial Marine

(27)%

(33)%

Organic Growth

Total Growth

General

Industrial

34%

Oil & Gas

14%

Power

Generation

19%

Global Navy

12%

Commercial

Marine

21%

2009 YTD Sales and Orders by End Market

(30)%

(36)%

Total

(35)%

(41)%

General Industrial

32%

29%

Global Navy

(14)%

(20)%

Power Generation

(23)%

(27)%

Oil & Gas

Commercial Marine

(48)%

(56)%

Organic Growth

Total Growth

Orders: $349.2 million

Sales: $394.1 million

Global Navy

14%

Generation

Power

16%

Oil & Gas

27%

Marine

Commercial

34%

Industrial

General

(3)%

(12)%

Total

(21)%

(28)%

General Industrial

46%

43%

Global Navy

(8)%

Power Generation

Oil & Gas

Commercial Marine

13%

(4)%

Organic Growth

Total Growth

General

Industrial

34%

Commercial

Marine

20%

Oil & Gas

17%

Power

Generation

16%

Global Navy

13%

2009 Q3 vs. Q2 Sales and Orders by End Market

(4)%

(0)%

Total

(5)%

(2)%

General Industrial

39%

40%

Global Navy

(2)%

Power Generation

(7)%

(6)%

Oil & Gas

Commercial Marine

(16)%

(8)%

Organic Growth

Total Growth

15%

20%

Total

15%

19%

General Industrial

55%

56%

Global Navy

44%

49%

Power Generation

(28)%

(27)%

Oil & Gas

Commercial Marine

25%

36%

Organic Growth

Total Growth

Sales

Orders

Strong balance sheet

Debt to adjusted EBITDA - approximately 1X

Debt of $93 million, principal payments of $9 million in 2010, matures in 2013

Cash = $51 million

$136 million available on revolver

Strong cash flow

Adjusted EBITDA (LTM) of $84 million

Strong Financial Condition

Note: As of 10/2/09

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Preliminary Income Statement Summary

Three Months Ended

Delta

October 2, 2009

September 26, 2008

Orders

$ 124.3

$ 173.8

$ (49.5)

(28.5)%

Sales

$ 128.5

$ 153.5

$ (24.9)

(16.2)%

Gross Profit

$ 46.2

$ 54.5

$ (8.3)

(15.2)%

% of Sales

35.9%

35.5%

Adjusted SG&A Expenses

$ 28.1

$ 32.7

$ (4.5)

(13.8)%

R&D Expense

1.5

0.0

3.0 %

Operating Expenses

$ 29.7

$ 34.1

$ (4.5)

(13.1)%

% of Sales

23.1%

22.2%

Adjusted Operating Income

$ 16.5

$ 20.3

$ (3.8)

(18.7)%

% of Sales

12.9%

13.3%

Adjusted EBITDA

$ 20.2

$ 24.0

$ (3.8)

(15.9)%

% of Sales

15.7%

Adjusted Net Income

$ 10.0

$ 12.1

$ (2.1)

(17.6)%

% of Sales

7.8%

7.9%

Adjusted Net Income Per Share

$ 0.23

$ 0.28

$ (0.05)

(16.3)%

Preliminary Income Statement Summary

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Delta

October 2, 2009

September 26, 2008

Orders

$ 349.2

$ 542.9

$ (193.7)

(35.7)%

Sales

$ 394.1

$ 445.5

$ (51.5)

(11.6)%

Gross Profit

$ 138.8

$ 159.4

$ (20.6)

(12.9)%

% of Sales

35.2%

35.8%

Adjusted SG&A Expense

$ 86.2

$ 92.8

$ (6.6)

(7.1)%

R&D Expense

4.6

4.4

0.2

4.1 %

Operating Expenses

$ 90.9

$ 97.2

$ (6.4)

(6.6)%

% of Sales

23.1%

21.8%

Adjusted Operating Income

$ 47.9

$ 62.2

$ (14.3)

(23.0)%

% of Sales

12.2%

14.0%

Adusted EBITDA

$ 58.5

$ 73.5

$ (15.0)

(20.4)%

% of Sales

14.8%

16.5%

Adjusted Net Income

$ 28.9

$ 36.2

$ (7.3)

(20.2)%

% of Sales

7.3%

8.1%

Adjusted Net Income Per Share

$ 0.67

$ 0.82

$ (0.16)

(18.9)%

Nine Months Ended

____________________

Note: Dollars in millions.

Preliminary Statement of Cash Flows Summary

October 2, 2009

September 26, 2008

Net income (loss)

13.0

(11.0)

Non-cash expenses

14.0

9.5

Change in working capital and accrued liabilities

6.1

(26.3)

Other

0.9

(2.9)

Total Operating Activities

34.0

(30.7)

Capital expenditures

(7.8)

(13.3)

Acquisitions, net of cash acquired

(1.3)

Other

0.3

Total Investing Activities

(8.8)

(13.3)

Repayments of borrowings

(3.8)

(107.8)

Proceeds from IPO, net of offering costs

193.0

Dividends paid to preferred shareholders

(38.5)

Other

(0.4)

(3.4)

Total Financing Activities

(4.2)

43.3

Effect of exchange rates on cash

1.0

0.5

Increase (decrease) in cash

22.0

(0.2)

Cash, beginning of period

28.8

48.1

Cash, end of period

50.8

47.9

Nine Months Ended

2009 Outlook Summary

$525 million

$515 million

2009 Total

(10)%

(8)%

2009 Organic growth ⁽¹⁾

Revenue Range

$0.94

$0.88

2009 Adjusted net income per share ⁽²⁾

$0.41

$0.35

2009 Net income per share

EPS Range

(1) Excludes impact of acquisitions and 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

$1.46

Euro

$7 million

Asbestos liability and defense costs

$12 million

Asbestos coverage litigation

Assumptions

NOTE: Guidance as of 11/3/09

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

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 certain legacy legal adjustments and certain due diligence costs. 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 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 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

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

(Preliminary

and unaudited)

October 2, 2009

September 26, 2008

October 2, 2009

September 26, 2008

EBITDA

Net income (loss)

1,819

13,651

13,046

(10,950)

Interest expense

1,834

1,951

5,466

9,684

Provision (benefit) for income taxes

5,329

5,309

(3,772)

Depreciation and amortization

3,681

3,695

10,592

11,345

EBITDA

7,398

24,626

34,413

6,307

EBITDA margin

5.8%

16.0%

8.7%

1.4%

Adjusted EBITDA

Net income (loss)

1,819

13,651

13,046

(10,950)

Interest expense

1,834

1,951

5,466

9,684

Provision (benefit) for income taxes

5,329

5,309

(3,772)

Depreciation and amortization

3,681

3,695

10,592

11,345

Restructuring and other related charges

9,608

10,755

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense costs (income)

1,377

(6,312)

4,504

(6,749)

Asbestos coverage litigation expense

1,845

5,148

8,838

12,257

Adjusted EBITDA

20,228

24,044

58,510

73,545

Adjusted EBITDA margin

15.7%

14.8%

16.5%

Three Months Ended

Nine Months Ended

The preliminary financial results as of and for the three and nine months ending October

2009

reflect management’s best estimate of the Company’s net

asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling

on October

2009

for the Company’s Warren Pumps subsidiary

The Company expects additional information related to this matter to become available

prior to filing its third quarter Form

Q with the SEC on or before November

2009

Any adjustments that result from the Company’s evaluation of this

information will be reflected in the Company’s financial statements included in its third quarter Form

____________________

Note: Dollars in thousands, except per share amounts.

Non-GAAP Reconciliation

(Preliminary

and unaudited)

October 2, 2009

September 26, 2008

October 2, 2009

September 26, 2008

Adjusted Net Income and Adjusted Earnings per Share

Net income (loss)

1,819

13,651

13,046

(10,950)

Restructuring and other related charges

9,608

10,755

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense costs (income)

1,377

(6,312)

4,504

(6,749)

Asbestos coverage litigation expense

1,845

5,148

8,838

12,257

Interest adjustment to effect IPO at beginning of period

2,302

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

(4,644)

(926)

(8,276)

(22,410)

Adjusted net income

10,005

12,143

28,867

36,180

Adjusted net income margin

7.8%

7.9%

7.3%

8.1%

Weighted average shares outstanding - diluted

43,324,995

43,274,177

Shares outstanding at closing of IPO

44,006,026

Adjusted net income per share

0.23

0.28

0.67

0.82

Net income per share-basic

and diluted in accordance with GAAP

0.04

0.31

0.30

(0.43)

Adjusted Operating Income

Operating income (loss)

3,717

20,931

23,821

(5,038)

Restructuring and other related charges

9,608

10,755

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense costs (income)

1,377

(6,312)

4,504

(6,749)

Asbestos coverage litigation expense

1,845

5,148

8,838

12,257

Adjusted operating income

16,547

20,349

47,918

62,200

Adjusted operating income margin

12.9%

13.3%

12.2%

14.0%

Three Months Ended

Nine Months Ended

The preliminary financial results as of and for the three and nine months ending October

2009

reflect management’s best estimate of the Company’s net asbestos

liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October

2009

for the Company’s Warren Pumps subsidiary

The Company expects additional information related to this matter to become available prior to filing its third

quarter Form

Q with the SEC on or before November

2009

Any adjustments that result from the Company’s evaluation of this information will be reflected in

the Company’s financial statements included in its third quarter Form

____________________

Note: Dollars in millions.

Sales & Order Growth

Three Months Ended September 26, 2008

153.5

173.8

Components of Change:

Existing Businesses

(18.4)

(12.0)%

(44.3)

(25.5)%

Acquisitions

0.5

0.3 %

0.4

0.2 %

Foreign Currency Translation

(7.1)

(4.6)%

(5.6)

(3.2)%

Total

(25.0)

(16.2)%

(49.5)

(28.5)%

Three Months Ended October 2, 2009

128.5

124.3

Backlog

Period

End

Nine Months Ended September 26, 2008

445.5

542.9

383.1

Components of Change:

Existing Businesses

(11.4)

(2.5)%

(162.6)

(29.9)%

(83.9)

(21.9)%

Acquisitions

0.5

0.1 %

0.4

0.1 %

0.5

0.1 %

Foreign Currency Translation

(40.5)

(9.1)%

(31.5)

(5.8)%

(1.7)

(0.4)%

Total

(51.4)

(11.6)%

(193.7)

(35.7)%

(85.1)

(22.2)%

Nine Months Ended October 2, 2009

394.1

349.2

298.0

Sales

Orders

Sales

Orders

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

October 2, 2009

September 26, 2008

October 2, 2009

September 26, 2008

Adjusted SG&A Expense

Selling, general and administrative expenses

28,136

33,233

86,248

97,516

Legacy legal adjustment

4,131

Due diligence costs

582

Adjusted selling, general and administrative expenses

28,136

32,651

86,248

92,803

21.9%

21.3%

21.9%

20.8%

Three Months Ended

Nine Months Ended

Non-GAAP Reconciliation

Projected net income per share - fully diluted

$ 0.35

$ 0.41

Restructuring and other related charges incurred year-to-date

0.17

Estimated fourth quarter restructuring and other related charges²

0.06

Asbestos coverage litigation

0.19

Asbestos liability and defense costs

0.11

Projected adjusted net income per share - fully diluted

$ 0.88

$ 0.94

Represents estimated costs related to restructuring actions implemented through November 3, 2009.

EPS Range

Does not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 fot the Company’s

Warren Pumps subsidiary. The Company expects additional information related to this matter to become available

prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result

from the Company’s evaluation of this information will be reflected in the Company’s financial statements included in

its third quarter Form 10-Q.

Colfax Corporation

Reconciliation of Projected 2009 Net Income Per Share¹ to Adjusted Net Income Per Share

Amounts in Dollars

(unaudited)