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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): February 18, 2010

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 February 18, 2010, Colfax Corporation issued a press release reporting financial results for the quarter ended December 31, 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 February 18, 2010 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 February 18, 2010, reporting financial results for the quarter ended December 31, 2009.

99.2

Colfax Corporation slides for February 18, 2010 conference call for financial results for the quarter ended December 31, 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: February 18, 2010	By:	/s/ CLAY H. KIEFABER
	Name:	Clay H. Kiefaber
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

99.1

Colfax Corporation press release dated February 18, 2010, reporting financial results for the quarter ended December 31, 2009.

99.2

Colfax Corporation slides for February 18, 2010 conference call for financial results for the quarter ended December 31, 2009.

Unassociated Document

Exhibit 99.1

COLFAX REPORTS FOURTH QUARTER, FULL YEAR 2009 RESULTS

RICHMOND, VA – February 18, 2010 - Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced financial results for the fourth quarter and full year ended December 31, 2009. On a year-over-year basis, highlights for the quarter and the year include:

Fourth quarter of 2009 (all comparisons versus the fourth quarter of 2008)

•

Net income of $5.1 million (12 cents per share – basic and diluted) including restructuring and other related charges of $7.4 million; adjusted net income (as defined below) of $11.2 million (26 cents per share), a decrease of 35.7% including positive currency effects of 2 cents per share

•

Net sales of $131.0 million, a decrease of 17.8%; organic sales decline (as defined below) of 23.5%

•

Operating income of $9.0 million; adjusted operating income (as defined below) of $18.3 million, a decrease of 36.2% including positive currency effects of $1.0 million

•

EBITDA (as defined below) of $12.8 million; adjusted EBITDA (as defined below) of $22.1 million, a decrease of 31.1% including positive currency effects of $1.2 million

•

Fourth quarter orders of $101.6 million, a decrease of 22.4%; organic order decline (as defined below) of 28.3%

•

Backlog of $290.9 million at period end

Full year 2009 (all comparisons versus 2008)

•

Net income of $21.7 million (50 cents per share – basic and diluted) including restructuring and other related charges of $18.2 million; adjusted net income (as defined below) of $40.1 million (93 cents per share), a decrease of 25.3% including negative currency effects of 9 cents per share

•

Net sales of $525.0 million, a decrease of 13.2%; organic sales decline (as defined below) of 8.1%

•

Operating income of $38.5 million; adjusted operating income (as defined below) of $66.2 million, a decrease of 27.1% including negative currency effects of $5.4 million

•

EBITDA (as defined below) of $52.9 million; adjusted EBITDA (as defined below) of $80.6 million, a decrease of 23.7% including negative currency effects of $5.9 million

•

Orders for the year of $462.4 million, a decrease of 32.2%; organic order decline (as defined below) of 29.0%.

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.

“Our fourth quarter results came in as expected,” said Clay Kiefaber, President and CEO of Colfax Corporation. “Looking at the year, Colfax faced a challenging environment. Sales were down 8% organically, driven by a 25% decline in our general industrial end market. A sharp rebound in our navy business helped to mitigate the impact of the weakness in general industrial. Organic orders decreased 29% in 2009 with declines in all markets except global navy which had a significant order increase of 72%. We made substantial progress on our restructuring efforts during the year as evidenced by our gross profit margin. We’re continuing to implement our cost reduction plans which will help us leverage our cost structure as markets improve.”

He added, “We are beginning to see some signs of economic recovery including sequential order improvement in the general industrial end market. However, we expect our businesses to continue to be under pressure in 2010 as most of them are later-cycle businesses and lag the broader economy. Our strong financial condition provides us with the flexibility to continue to weather current conditions. We remain focused on our growth initiatives in key end markets, cost reductions, and acquisition opportunities which will better position us when our markets fully recover. Based on our current backlog and order rates, we are expecting organic sales to decline in the range of 5% to 9% and adjusted net income per share to be $.67 to $.77 for 2010.”

Non-GAAP Financial Measures and Other Adjustments

Colfax has provided in this press release financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, adjusted operating income, 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.

At December 31, 2009, the Company standardized its definition of an order among its businesses, as well as the methodology for calculating the currency impact on backlog. Orders and backlog are presented in accordance with the revised methodology for all periods presented. As a result, orders for the quarter and year ended December 31, 2008 increased by $4.7 million, or 3.7%, and $12.9 million, or 1.9%, respectively. Backlog for the year ended December31, 2008 increased by $11.6 million, or 3.4%. Applying the revised methodology, orders for the quarter and year ended December 31, 2009 decreased by $3.8 million, or 3.6%, and increased $7.7 million, or 1.7%, respectively. Backlog for 2009 increased by $21.7 million, or 8.1%.

Conference Call and Webcast

Colfax will host a conference call to provide details about its results and outlook on Thursday, February 18 at 8:00 a.m. ET. The call will be open to the public through 877-303-7908 or 678-373-0875 and webcast via Colfax’s website at 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

(Unaudited)

	Three Months Ended					Year Ended
	December 31,			December 31,		December 31,			December 31,
	2009			2008		2009			2008

Net sales	$	130,971		$	159,311	$	525,024		$	604,854
Cost of sales		83,960			101,557		339,237			387,667

Gross profit		47,011			57,754		185,787			217,187
Initial public offering related costs		--			--		--			57,017
Selling, general and administrative expenses		27,426			27,718		113,674			125,234
Research and development expenses		1,320			1,426		5,930			5,856
Restructuring and other related charges		7,420			--		18,175			--
Asbestos liability and defense (income) costs		(1,017	)		1,978		(2,193	)		(4,771	)
Asbestos coverage litigation expenses		2,904			4,905		11,742			17,162

Operating income		8,958			21,727		38,459			16,689
Interest expense		1,746			2,138		7,212			11,822

Income before income taxes		7,212			19,589		31,247			4,867
Provision for income taxes		2,092			9,210		9,525			5,438

Net income (loss)	$	5,120		$	10,379	$	21,722		$	(571	)

Net income (loss) per share-basic and diluted	$	0.12		$	0.24	$	0.50		$	(0.11	)

Colfax Corporation

Condensed Consolidated Balance Sheets

Dollars in thousands

(Preliminary and unaudited)

	December 31,
	2009		2008

ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	49,963	$	28,762
Trade receivables, less allowance for doubtful accounts		88,493		101,064
Inventories, net		71,150		80,327
Asbestos insurance asset		30,606		26,473
Asbestos insurance receivable		28,991		36,371
Other current assets		20,358		21,860

Total current assets		289,561		294,857
Deferred income taxes, net		52,023		53,428
Property, plant and equipment, net		90,434		92,090
Goodwill and intangible assets, net		179,206		179,046
Long-term asbestos insurance asset		358,843		277,542
Long-term asbestos insurance receivable		16,876		--
Deferred loan costs, pension and other assets		16,188		16,113
Total assets	$	1,003,131	$	913,076

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and capital leases	$	8,969	$	5,420
Accounts payable		36,579		52,138
Accrued asbestos liability		34,866		28,574
Other accrued liabilities		63,785		68,154

Total current liabilities		144,199		154,286
Long-term debt, less current portion		82,516		91,701
Long-term asbestos liability		408,903		328,684
Pension and accrued post-retirement benefits		126,953		130,188
Other liabilities		41,728		41,286
Total liabilities		804,299		746,145
Shareholder's equity		198,832		166,931
Total liabilities and shareholders' equity	$	1,003,131	$	913,076

Colfax Corporation

Condensed Consolidated Statement of Cash Flows

Dollars in thousands

(Preliminary and unaudited)

	Year ended
	December 31,
	2009			2008

Cash flows from operating activities:
Net income (loss)	$	21,722		$	(571	)
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization and fixed asset impairment charges		15,074			14,788
Noncash stock-based compensation		2,593			11,330
Other adjustments for non-cash items		613			5,608
Deferred income taxes		3,593			(13,357	)
Changes in working capital		6,144			(29,148	)
Changes in other operating assets and liabilities		(11,453	)		(21,631	)
Net cash provided by (used in) operating activities		38,286			(32,981	)

Cash flows from investing activities:
Purchases of fixed assets		(11,006	)		(18,645	)
Acquisitions, net of cash received		(1,260	)		(439	)
Proceeds from sale of fixed assets		219			23
Net cash used in investing activities		(12,047	)		(19,061	)

Cash flows from financing activities:
Borrowings under term credit facility		--			100,000
Payments under term credit facility		(5,000	)		(210,278	)
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
Repurchases of common stock		--			(5,731	)
Dividends paid to preferred shareholders		--			(38,546	)
Other		(417	)		(3,656	)
Net cash (used in) provided by financing activities		(5,417	)		34,836

Effect of exchange rates on cash		379			(2,125	)

Increase (decrease) in cash and cash equivalents		21,201			(19,331	)
Cash and cash equivalents, beginning of year		28,762			48,093
Cash and cash equivalents, end of year	$	49,963		$	28,762

Colfax Corporation

Reconciliation of GAAP to non-GAAP Financial Measures

Dollars in thousands, except per share data

(unaudited)

	Three Months Ended						Year Ended
	December 31,			December 31,			December 31,			December 31,
	2009			2008			2008			2008

EBITDA
Net income (loss)	$	5,120		$	10,379		$	21,722		$	(571	)

Interest expense		1,746			2,138			7,212			11,822
Provision for income taxes		2,092			9,210			9,525			5,438
Depreciation and amortization		3,834			3,443			14,426			14,788

EBITDA	$	12,792		$	25,170		$	52,885		$	31,477
EBITDA margin		9.8	%		15.8	%		10.1	%		5.2	%

Adjusted EBITDA
Net income (loss)	$	5,120		$	10,379		$	21,722		$	(571	)

Interest expense		1,746			2,138			7,212			11,822
Provision for income taxes		2,092			9,210			9,525			5,438
Depreciation and amortization		3,834			3,443			14,426			14,788
Restructuring and other related charges		7,420			--			18,175			--
IPO-related costs		--			--			--			57,017
Legacy legal adjustment		--			--			--			4,131
Due diligence costs		--			--			--			582
Asbestos liability and defense (income)costs		(1,017	)		1,978			(2,193	)		(4,771	)
Asbestos coverage litigation expenses		2,904			4,905			11,742			17,162

Adjusted EBITDA	$	22,099		$	32,053		$	80,609		$	105,598
Adjusted EBITDA margin		16.9	%		20.1	%		15.4	%		17.5	%

Adjusted Net Income and Adjusted Earnings per Share
Net income (loss)	$	5,120		$	10,379		$	21,722		$	(571	)

Restructuring and other related charges		7,420			--			18,175			--
IPO-related costs		--			--			--			57,017
Legacy legal adjustment		--			--			--			4,131
Due diligence costs		--			--			--			582
Asbestos liability and defense (income)costs		(1,017	)		1,978			(2,193	)		(4,771	)
Asbestos coverage litigation expenses		2,904			4,905			11,742			17,162
Interest adjustment to effect IPO at beginning of period		--			--			--			2,302
Tax adjustment to effective rate of 32% and 34%, respectively		(3,194	)		210			(9,346	)		(22,201	)

Adjusted net income	$	11,233		$	17,472		$	40,100		$	53,651
Adjusted net income margin		8.6	%		11.0	%		7.6	%		8.9	%

Weighted average shares outstanding - diluted		43,449,493			--			43,325,704			--
Shares outstanding at closing of IPO		--			44,006,026			--			44,006,026
Adjusted net income per share	$	0.26		$	0.40		$	0.93		$	1.22

Net income (loss) per share-basic and diluted in accordance with GAAP	$	0.12		$	0.24		$	0.50		$	(0.11	)

Adjusted Operating Income
Operating income	$	8,958		$	21,727		$	38,459		$	16,689

Restructuring and other related charges		7,420			--			18,175			--
IPO-related costs		--			--			--			57,017
Legacy legal adjustment		--			--			--			4,131
Due diligence costs		--			--			--			582
Asbestos liability and defense (income)costs		(1,017	)		1,978			(2,193	)		(4,771	)
Asbestos coverage litigation expenses		2,904			4,905			11,742			17,162

Adjusted operating income	$	18,265		$	28,610		$	66,183		$	90,810
Adjusted operating income margin		13.9	%		18.0	%		12.6	%		15.0	%

Colfax Corporation

Change in Sales and Orders

Dollars in millions

(Unaudited)

	Sales						Orders
	$			%			$			%

Three Months Ended December 31, 2008	$	159.3					$	131.0
Components of Change:
Existing Businesses		(37.5	)		(23.5	)%		(37.1	)		(28.3	)%
Acquisitions		0.5			0.3	%		1.0			0.8	%
Foreign Currency Translation		8.7			5.4	%		6.7			5.1	%
Total		(28.3	)		(17.8	)%		(29.4	)		(22.4	)%
Three Months Ended December 31, 2009	$	131.0					$	101.6

	Sales						Orders						Backlog at
	$			%			$			%			Period End

Year ended December 31, 2008	$	604.9					$	682.1					$	349.0
Components of Change:
Existing Businesses		(48.8	)		(8.1	)%		(198.0	)		(29.0	)%		(66.8	)	(19.1	)%
Acquisitions		1.0			0.2	%		1.4			0.2	%		0.7		0.2	%
Foreign Currency Translation		(32.1	)		(5.3	)%		(23.1	)		(3.4	)%		8.0		2.3	%
Total		(79.9	)		(13.2	)%		(219.7	)		(32.2	)%		(58.1	)	(16.6	)%
Year ended December 31, 2009	$	525.0					$	462.4					$	290.9

Colfax Corporation

Reconciliation of Projected 2010 Net Income Per Shares to Adjust Net Income Per Share

Amount in Dollars

(Unaudited)

	EPS Range

Projected net income per share - fully diluted	$	0.41	$	0.51

Estimated restructuring and other related charges 1		0.06		0.06
Asbestos coverage litigation		0.14		0.14
Asbestos liability and defense costs		0.06		0.06

Projected adjusted net income per share - fully diluted	$	0.67	$	0.77

1	Represents estimated costs related to restructuring actions implemented through February 15, 2010, including $.03 per share of termination benefits for the Company's former CEO. Assumes continuation of the German furlough program throughout 2010.

4Q 2009 Earnings Call

February 18, 2010

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 $11.2 million (26 cents per share) compared to $17.5 million (40
cents per share) in Q4 2008, including positive currency effects of 2 cents per share

Net sales of $131.0 million compared to $159.3 million in Q4 2008, a decrease of 17.8%
(organic decline of 23.5%)

Adjusted operating income of $18.3 million compared to $28.6 million in Q4 2008,
including positive currency effects of $1.0 million

Adjusted EBITDA of $22.1 million compared to $32.1 million in Q4 2008, including
positive currency effects of $1.2 million

Fourth quarter orders of $101.6 million compared to $131.0 million in Q4 2008, a
decrease of 22.4% (organic decline of 28.3%)

Backlog of $290.9 million

Q4 2009 Highlights

Full Year 2009 Highlights

Adjusted net income of $40.1 million (93 cents per share) compared to $53.7 million
($1.22 per share) in 2008, including negative currency effects of 9 cents per share

Net sales of $525.0 million compared to $604.9 million in 2008, a decrease of 13.2%
(organic decline of 8.1%)

Adjusted operating income of $66.2 million compared to $90.8 million in 2008,
including negative currency effects of $5.4 million

Adjusted EBITDA of $80.6 million compared to $105.6 million in 2008, including
negative currency effects of $5.9 million

Orders of $462.4 million compared to $682.1 million in 2008, a decrease of 32.2%
(organic decline of 29.0%)

Continuing to rightsize to align capacity with demand

Major actions in 2009:

Reduced temporary, contract and full-time employees (approximately 330 associates)

Implemented furlough programs in Germany (approximately 630 associates, 99 full-time
equivalents)

Closed two facilities in North Carolina

Expect savings of about $29 million in 2010, including expected furlough-related
savings, from 2009 actions (restructuring costs of $18.2 million)

Additional restructuring anticipated

Will remain agile and respond as conditions warrant

Intensifying CBS activities in all areas

Profit Protection Plan Update

Adjusted EBITDA ⁽¹⁾

Revenue

15.4%

17.5%

16.9%

20.1%

% Margin

0.2%

0.3%

Acquisitions

(17.8)%

5.4%

(23.5)%

(13.2)%

Total Growth (Decline)

(5.3)%

FX Translation

(8.1)%

Existing Businesses

Revenue and Adjusted EBITDA

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

__________________

Note: Dollars in millions.

____________________

Note: Dollars in millions.

Orders

Backlog

Orders and Backlog

0.2%

0.8%

Acquisitions

(32.2)%

(22.4)%

Total Growth

(3.4)%

5.1%

FX Translation

(29.0)%

(28.3)%

Existing
Businesses

Q4 2009 Sales and Orders by End Market

(24)%

(18)%

Total

(38)%

(33)%

General Industrial

31%

32%

Global Navy

(25)%

(20)%

Power Generation

(4)%

Oil & Gas

Commercial Marine

(30)%

(20)%

Organic Growth

Total Growth

Sales: $131.0 million

Orders: $101.6 million

(28)%

(22)%

Total

(14)%

(8)%

General Industrial

Global Navy

(28)%

(23)%

Power Generation

(63)%

(62)%

Oil & Gas

Commercial Marine

(38)%

(27)%

Organic Growth

Total Growth

2009 Sales and Orders by End Market

(8)%

(13)%

Total

(25)%

(29)%

General Industrial

41%

39%

Global Navy

(7)%

(11)%

Power Generation

Oil & Gas

Commercial Marine

(8)%

Organic Growth

Total Growth

Sales: $525.0 million

Orders: $462.4 million

(29)%

(32)%

Total

(31)%

(34)%

General Industrial

72%

70%

Global Navy

(18)%

(21)%

Power Generation

(32)%

(34)%

Oil & Gas

Commercial Marine

(55)%

(59)%

Organic Growth

Total Growth

2009 Q4 vs. Q3 Sales and Orders by End Market

(1)%

Total

(4)%

(1)%

General Industrial

15%

Global Navy

(10)%

(8)%

Power Generation

15%

16%

Oil & Gas

Commercial Marine

(9)%

(4)%

Organic Growth

Total Growth

(16)%

(13)%

Total

General Industrial

(4)%

(3)%

Global Navy

(31)%

(30)%

Power Generation

(50)%

Oil & Gas

Commercial Marine

(16)%

(9)%

Organic Growth

Total Growth

Sales

Orders

Market Trends

International trade and demand for bulk commodities and oil
should drive new ship construction long-term

Aging fleet and environmental regulations requiring ship
owners to upgrade or replace ships

10,000 ships on order, approximately 3,000 deliveries in 2009

Cancellations and delivery push-outs likely to continue

Our Plan

Expand sales of high spec marine vessels such as FPSOs
and bitumen tankers

Focus on opportunities related to changing environmental
regulations

Low sulfur diesel fuel requirements in port

Leakage regulations

Grow aftermarket sales

Installed base has increased considerably over the last
5 years

Leverage acquisition of PD Technik, provider of
commercial marine sales and service in Hamburg,
Germany

Commercial Marine

Market Trends

Long-term demand for oil projected to increase

Growth driven by developing countries

Heavy and highly viscous oil will account for an increasing
share of production

Stable oil prices supporting activity

Our Plan

Capitalize on growth in heavy oil exploration, transport and
processing

Middle East – expand presence, including educating
market on handling heavy oils

Canada – several projects are being restarted

Latin America – solid development activity

Expand served market with larger pumps and smart system
technology

Customers focusing more on total cost of ownership to reduce
downtime and increase efficiency

Oil & Gas

Market Trends

Worldwide demand for electricity is expected to
double by 2030

Majority of growth expected to be in developing
countries

Expect growth in nearly all fuel types long-term

Our Plan

Continue to participate in expansion of energy
infrastructure growth in Asia and the Middle East

In mature markets, opportunities will be in upgrades
that increase efficiency and lower operating costs

Our lubrication systems support multiple forms of
power generation (gas, coal, hydro, nuclear) which
are all growing

Power Generation

Market Trends

Defense spending in U.S. has increased; recent growth in
Navy funding

Focus is on automation – less manpower, cost reductions,
increased efficiency

Global navies moving forward to modernize and expand fleets

Our Plan

U.S.

Continue to be key Navy supplier (have been on all Navy
vessels since the 1930’s)

Multi-vessel multi-year backlog

Leverage Smart technology; initial deliveries have begun on
SMART Valve

Expand service network – recently opened West Coast repair
center, plan to open East Coast repair center in 2010

Rest of World Navies

Support expansion of fleets in Europe and Asia

Global Navy

Market Trends

Demand driven by capital investment long-term

Submarkets remain weak, but general industrial
indicators showing signs of improvement

Developing regions embracing engineered products
and solutions that reduce costs and increase
efficiency

Global footprint and channel optimization is required
to cover broad end market applications

Our Plan

Continue to expand and diversify customer base

Develop solutions that improve efficiency

General Industrial

Strong balance sheet

Debt to adjusted EBITDA - approximately 1X

Debt of $91 million, principal payments of $9 million in 2010, matures in 2013

Cash = $50 million

$136 million available on revolver

Strong cash flow

2009 Adjusted EBITDA of $81 million

Strong Financial Condition

Note: As of 12/31/09

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Income Statement Summary

Three Months Ended

Delta

December 31, 2009

December 31, 2008

Orders

$ 101.6

$ 131.0

$ (29.4)

(22.4)%

Sales

$ 131.0

$ 159.3

$ (28.3)

(17.8)%

Gross Profit

$ 47.0

$ 57.8

$ (10.7)

(18.6)%

% of Sales

35.9%

36.3%

Adjusted SG&A Expenses

$ 27.4

$ 27.7

$ (0.3)

(1.1)%

R&D Expense

1.3

1.4

(0.1)

(7.4)%

Operating Expenses

$ 28.7

$ 29.1

$ (0.4)

(1.4)%

% of Sales

21.9%

18.3%

Adjusted Operating Income

$ 18.3

$ 28.6

$ (10.3)

(36.2)%

% of Sales

13.9%

18.0%

Adjusted EBITDA

$ 22.1

$ 32.1

$ (10.0)

(31.1)%

% of Sales

16.9%

20.1%

Adjusted Net Income

$ 11.2

$ 17.5

$ (6.2)

(35.7)%

% of Sales

8.6%

11.0%

Adjusted Net Income Per Share

$ 0.26

$ 0.40

$ (0.14)

(34.9)%

Income Statement Summary

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Delta

December 31, 2009

December 31, 2008

Orders

$ 462.4

$ 682.1

$ (219.7)

(32.2)%

Sales

$ 525.0

$ 604.9

$ (79.8)

(13.2)%

Gross Profit

$ 185.8

$ 217.2

$ (31.4)

(14.5)%

% of Sales

35.4%

35.9%

Adjusted SG&A Expense

$ 113.7

$ 120.5

$ (6.8)

(5.7)%

R&D Expense

5.9

0.1

1.3 %

Operating Expenses

$ 119.6

$ 126.4

$ (6.8)

(5.4)%

% of Sales

22.8%

20.9%

Adjusted Operating Income

$ 66.2

$ 90.8

$ (24.6)

(27.1)%

% of Sales

12.6%

15.0%

Adusted EBITDA

$ 80.6

$ 105.6

$ (25.0)

(23.7)%

% of Sales

15.4%

17.5%

Adjusted Net Income

$ 40.1

$ 53.7

$ (13.6)

(25.3)%

% of Sales

7.6%

8.9%

Adjusted Net Income Per Share

$ 0.93

$ 1.22

$ (0.29)

(24.1)%

Year Ended

____________________

Note: Dollars in millions.

Statement of Cash Flows Summary
(preliminary)

2009

2008

Net income (loss)

21.7

(0.6)

Non-cash expenses

21.9

18.4

Change in working capital and accrued liabilities

6.1

(29.1)

Other

(11.4)

(21.7)

Total Operating Activities

38.3

(33.0)

Capital expenditures

(11.0)

(18.6)

Acquisitions, net of cash acquired

(1.3)

(0.4)

Other

0.3

(0.1)

Total Investing Activities

(12.0)

(19.1)

Repayments of borrowings

(5.0)

(110.3)

Proceeds from IPO, net of offering costs

193.0

Dividends paid to preferred shareholders

(38.5)

Common Stock Repurchases

(5.7)

Other

(0.4)

(3.7)

Total Financing Activities

(5.4)

34.8

Effect of exchange rates on cash

0.3

(2.0)

Increase (decrease) in cash

21.2

(19.3)

Cash, beginning of period

28.8

48.1

Cash, end of period

50.0

28.8

Year ended December

2010 Outlook Summary

$500 million

$480 million

2010 Total

(9)%

(5)%

2010 Organic growth ⁽¹⁾

Revenue Range

$0.77

$0.67

2010 Adjusted net income per share ⁽²⁾

$0.51

$0.41

2010 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

(3) Spot rate as of 2/12/10

(See Appendix for Non-GAAP reconciliation)

43.3 million

Outstanding shares

$6 million

Interest expense

32%

Tax rate

$1.36

Euro⁽³⁾

$4 million

Asbestos liability and defense costs

$9 million

Asbestos coverage litigation

Assumptions

NOTE: Guidance as of 2/18/10

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
for reclassifications.

Disclaimer

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

December 31, 2009

December 31, 2008

December 31, 2009

December 31, 2008

EBITDA

Net income (loss)

5,120

10,379

21,722

(571)

Interest expense

1,746

2,138

7,212

11,822

Provision for income taxes

2,092

9,210

9,525

5,438

Depreciation and amortization

3,834

3,443

14,426

14,788

EBITDA

12,792

25,170

52,885

31,477

EBITDA margin

9.8%

15.8%

10.1%

5.2%

Adjusted EBITDA

Net income (loss)

5,120

10,379

21,722

(571)

Interest expense

1,746

2,138

7,212

11,822

Provision for income taxes

2,092

9,210

9,525

5,438

Depreciation and amortization

3,834

3,443

14,426

14,788

Restructuring and other related charges

7,420

18,175

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense (income) costs

(1,017)

1,978

(2,193)

(4,771)

Asbestos coverage litigation expenses

2,904

4,905

11,742

17,162

Adjusted EBITDA

22,099

32,053

80,609

105,598

Adjusted EBITDA margin

16.9%

20.1%

15.4%

17.5%

Three Months Ended

Year Ended

____________________

Note: Dollars in thousands, except per share amounts.

Non-GAAP Reconciliation

December 31, 2009

December 31, 2008

December 31, 2009

December 31, 2008

Adjusted Net Income and Adjusted Earnings per Share

Net income (loss)

5,120

10,379

21,722

(571)

Restructuring and other related charges

7,420

18,175

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense (income) costs

(1,017)

1,978

(2,193)

(4,771)

Asbestos coverage litigation expenses

2,904

4,905

11,742

17,162

Interest adjustment to effect IPO at beginning of period

2,302

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

(3,194)

210

(9,346)

(22,201)

Adjusted net income

11,233

17,472

40,100

53,651

Adjusted net income margin

8.6%

11.0%

7.6%

8.9%

Weighted average shares outstanding - diluted

43,449,493

43,325,704

Shares outstanding at closing of IPO

44,006,026

Adjusted net income per share

0.26

0.40

0.93

1.22

Net income

(

loss

)

per share—basic and diluted

in accordance with GAAP

0.12

0.24

0.50

(0.11)

Adjusted Operating Income

Operating income

8,958

21,727

38,459

16,689

Restructuring and other related charges

7,420

18,175

IPO-related costs

57,017

Legacy legal adjustment

4,131

Due diligence costs

582

Asbestos liability and defense (income) costs

(1,017)

1,978

(2,193)

(4,771)

Asbestos coverage litigation expenses

2,904

4,905

11,742

17,162

Adjusted operating income

18,265

28,610

66,183

90,810

Adjusted operating income margin

13.9%

18.0%

12.6%

15.0%

Three Months Ended

Year Ended

____________________

Note: Dollars in millions.

Sales & Order Growth

Three Months Ended December 31, 2008

159.3

131.0

Components of Change:

Existing Businesses

(37.5)

(23.5)%

(37.1)

(28.3)%

Acquisitions

0.5

0.3 %

1.0

0.8 %

Foreign Currency Translation

8.7

5.4 %

6.7

5.1 %

Total

(28.3)

(17.8)%

(29.4)

(22.4)%

Three Months Ended December 31, 2009

131.0

101.6

Backlog

Period

End

Year ended December 31, 2008

604.9

682.1

349.0

Components of Change:

Existing Businesses

(48.8)

(8.1)%

(198.0)

(29.0)%

(66.8)

(19.1)%

Acquisitions

1.0

0.2 %

1.4

0.2 %

0.7

0.2 %

Foreign Currency Translation

(32.1)

(5.3)%

(23.1)

(3.4)%

8.0

2.3 %

Total

(79.9)

(13.2)%

(219.7)

(32.2)%

(58.1)

(16.6)%

Year ended December 31, 2009

525.0

462.4

290.9

Sales

Orders

Sales

Orders

____________________

Note: Dollars in thousands.

Non-GAAP Reconciliation

December 31, 2009

December 31, 2008

December 31, 2009

December 31, 2008

Adjusted SG&A Expense

Selling, general and administrative expenses

27,426

27,718

113,674

125,234

Legacy legal adjustment

4,131

Due diligence costs

582

Adjusted selling, general and administrative expenses

27,426

27,718

113,674

120,521

20.9%

17.4%

21.7%

19.9%

Three Months Ended

Year Ended

Non-GAAP Reconciliation

Projected net income per share - fully diluted

$ 0.41

$ 0.51

Estimated restructuring and other related charges

0.06

Asbestos coverage litigation

0.14

Asbestos liability and defense costs

0.06

Projected adjusted net income per share - fully diluted

$ 0.67

$ 0.77

Represents estimated costs related to restructuring actions implemented through February 15, 2010, including

$.03 per share of termination benefits for the Company's former CEO. Assumes continuation of the German

furlough program throughout 2010.

EPS Range

Colfax Corporation

Reconciliation of Projected 2010 Net Income Per Share

to Adjusted Net Income Per Share

Amounts in Dollars

(Unaudited)

Restated Orders and Backlog Growth

____________________

Note: Dollars in millions

Restated Orders and Backlog Growth, 2009 vs. 2008

Restated Orders and Backlog Growth, 2009 Sequential

Three Months Ended March 28, 2008

183.5

366.8

Three Months Ended December 31, 2008

131.0

349.0

Components of Change:

Existing Businesses

(47.0)

(25.6)%

3.0

0.8 %

Existing Businesses

(5.6)

(4.2)%

(15.0)

(4.3)%

Acquisitions

0.0 %

Acquisitions

0.0 %

Foreign Currency Translation

(13.4)

(7.3)%

(47.5)

(12.9)%

Foreign Currency Translation

(2.3)

(1.8)%

(11.7)

(3.3)%

Total

(60.4)

(32.9)%

(44.5)

(12.1)%

Total Growth

(7.9)

(6.0)%

(26.7)

(7.6)%

Three Months Ended April 3, 2009

123.1

322.3

Three Months Ended April 3, 2009

123.1

322.3

Three Months Ended June 27, 2008

190.6

398.9

Three Months Ended April 3, 2009

123.1

322.3

Components of Change:

Existing Businesses

(58.9)

(30.9)%

(40.4)

(10.1)%

Existing Businesses

(5.8)

(4.7)%

(9.8)

(3.0)%

Acquisitions

0.0 %

Acquisitions

0.0 %

Foreign Currency Translation

(11.2)

(5.9)%

(31.6)

(7.9)%

Foreign Currency Translation

3.2

2.6 %

14.4

4.5 %

Total

(70.1)

(36.8)%

(72.0)

(18.0)%

Total Growth

(2.6)

(2.1)%

4.6

1.4 %

Three Months Ended July 3, 2009

120.5

326.9

Three Months Ended July 3, 2009

120.5

326.9

Three Months Ended Oct 3, 2008

177.0

400.3

Three Months Ended July 3, 2009

120.5

326.9

Components of Change:

Existing Businesses

(55.1)

(31.1)%

(72.5)

(18.1)%

Existing Businesses

(7.4)

(6.1)%

(12.4)

(3.8)%

Acquisitions

0.4

0.2 %

0.3

0.1 %

Acquisitions

0.4

0.3 %

0.3

0.1 %

Foreign Currency Translation

(5.1)

(2.9)%

(2.8)

(0.7)%

Foreign Currency Translation

3.7

3.0 %

10.5

3.2 %

Total

(59.8)

(33.8)%

(75.0)

(18.7)%

Total Growth

(3.3)

(2.8)%

(1.6)

(0.5)%

Three Months Ended October 2, 2009

117.2

325.3

Three Months Ended October 2, 2009

117.2

325.3

Three Months Ended December 31, 2008

131.0

349.0

Three Months Ended October 2, 2009

117.2

325.3

Components of Change:

Existing Businesses

(37.1)

(28.3)%

(66.8)

(19.1)%

Existing Businesses

(18.8)

(16.1)%

(30.8)

(9.5)%

Acquisitions

1.0

0.8 %

0.7

0.2 %

Acquisitions

0.7

0.6 %

0.0 %

Foreign Currency Translation

6.7

5.1 %

8.0

2.3 %

Foreign Currency Translation

2.6

2.2 %

(3.6)

(1.1)%

Total

(29.4)

(22.4)%

(58.1)

(16.6)%

Total Growth

(15.6)

(13.3)%

(34.4)

(10.6)%

Three Months Ended December 31, 2009

101.6

290.9

Three Months Ended December 31, 2009

101.6

290.9

Orders

Backlog at Period End

Orders

Backlog at Period End