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Delaware
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001-34045
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54-1887631
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
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(d)
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Exhibits
|
|
99.1
Colfax Corporation investor presentation
slides
|
|
Colfax
Corporation
|
||||
|
Date:
February 23, 2010
|
By:
|
/s/ CLAY
H. KIEFABER
|
||
|
Name:
|
Clay
H. Kiefaber
|
|||
|
Title:
|
President
and Chief Executive Officer
|
|||
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|
99.1
|
Colfax
Corporation investor presentation
slides.
|
Investor Presentation
February 23, 2010
Exhibit 99.1
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
2009 revenue of
$525 million
~2,000 associates
worldwide
14 principal
production facilities in
7 countries
Over 300 direct
sales and marketing
associates
More than 250
authorized distributors
in approximately 100
countries
Headquartered in
Richmond, VA
Colfax is strategically focused on serving key infrastructure end markets in the fluid handling industry
2 & 3 Screw
Pumps
Centrifugal
Pumps
Progressive
Cavity Pumps
Precision Gear
Pumps
Specialty
Valves
Fluid Handling
Systems
End Markets
Products
Global Navy
General
Industrial
Commercial
Marine
Oil & Gas
Power
Generation
Company Overview
2
Founded in 1995
Equity capital provided by Mitch and Steve Rales, founders of Danaher (NYSE: DHR)
Targeted global industrial companies with strong brands
13 acquisitions, 5 divestitures
Exclusively focused on fluid handling industry
Proven, experienced management team
Began trading on the NYSE in May 2008
There are approximately 5,000 pump companies globally and Colfax is in the top 15
Background
3
Derived from the proven
Danaher Business System
Utilize Voice of the
Customer (“VOC”) to target
breakthrough growth
initiatives, new products and
applications
Conduct root-cause
analysis, develop process
improvements and
implement sustainable
systems
Culture of continuous
improvement
Integrated in all aspects
of operations and strategic
planning
CBS is how we manage our business and has been a key driver of our success
Colfax Business System Drives Business Improvement
4
Global leader in specialty fluid handling products
Proven application expertise in solving critical customer needs
Serving growing global infrastructure driven end markets
Leading brand names generating aftermarket sales and services
Experienced management team in place to grow organically and through strategic
acquisition
Strong financial position
Investment Highlights
Well positioned to drive growth
5
2 and 3 Screw Pumps
Well recognized brands across served markets
Fluid Handling Systems
Precision Gear Pumps
Progressive Cavity Pumps
Specialty Valves
Centrifugal Pumps
Broad Product Portfolio Focused on Customer Applications
6
7
Commercial
Marine
Serving Critical Applications in Our Key End Markets
General
Industrial
Power
Generation
Oil & Gas
Global Navy
Key Markets
Applications
Brands
Commercial
Marine
Fuel oil transfer; oil transport; water and wastewater handling
Allweiler,
Houttuin,
Imo
AB
Oil & Gas
Crude oil gathering; pipeline services; unloading and loading; rotating equipment
lubrication; lube oi
l purification
Allweiler, Houttuin,
Imo, LSC,
Tushaco,
Warren
Power Generation
Fuel unloading, transfer, burner and injection; rotating equipment lubrication
Allweiler, Imo,
Tushaco
, Warren
Global Navy
Fuel oil transfer; oil transport;
water and wastewate
r handling
;
firefighting; fluid control
Allweiler, Fairmount,
Imo,
I
mo
AB,
Portland
Valve,
Warren
General Industrial
Machinery lubrication; hydraulic elevators; chemical processing; pulp and paper
processing; food and beverage processing
Allweiler,
Fair
mount,
Houttuin,
Imo, Tushaco
,
Warren, Zenith
Key Markets
Applications
Brands
Commercial
Marine
Fuel oil transfer; oil transport; water and wastewater handling
Allweiler,
Houttuin,
Imo
AB
Oil & Gas
Crude oil gathering; pipeline services; unloading and loading; rotating equipment
lubrication; lube oi
l purification
Allweiler, Houttuin,
Imo, LSC,
Tushaco,
Warren
Power Generation
Fuel unloading, transfer, burner and injection; rotating equipment lubrication
Allweiler, Imo,
Tushaco
, Warren
Global Navy
Fuel oil transfer; oil transport;
water and wastewate
r handling
;
firefighting; fluid control
Allweiler, Fairmount,
Imo,
I
mo
AB,
Portland
Valve,
Warren
General Industrial
Machinery lubrication; hydraulic elevators; chemical processing; pulp and paper
processing; food and beverage processing
Allweiler,
Fair
mount,
Houttuin,
Imo, Tushaco
,
Warren, Zenith
Blue chip customer base with no single customer representing more than 4% of sales in 2009
____________________
(1)
Includes Distribution (9%), Chemical Processing (5%), Machinery Support (3%), Building Products (3%), Wastewater (2%), Heat Transfer (1%), Pulp and Paper (1%), Diesel Engines (1%), Food & Beverage (1%) and Other (8%).
(2)
Revenues based on our shipping destination.
34%
26%
17%
14%
9%
(1)
24%
44%
7%
18%
5%
2%
2009 Revenues By End Markets
2009 Revenues By Geography (2)
Blue Chip Customers
Large and Diverse Customer Base and End Markets
8
EMEA
2009 Sales (1) = $271mm
____________________
(1)
Sales figures reflect sales destination.
Americas
2009 Sales (1) = $159mm
% of Revenue: 30%
% of Revenue: 52%
% of Revenue: 18%
LSC
Houston
Warren
Corporate HQ Richmond
Imo Kentucky
Imo Monroe
Houttuin
Tushaco
Vapi
Tushaco
Daman
Colfax Wuxi
Imo AB Stockholm
Allweiler
Gottmandingen
Portland Valve
Allweiler
Tours
Allweiler Radolfzell
Allweiler Bottrop
Fairmount Automation
Global footprint allows us to serve fast growing, developing markets
Extensive Global Sales, Distribution and Manufacturing
Footprint
Asia Pacific
2009 Sales (1) = $95mm
9
Situation Analysis
A Canadian energy company moves heavy crude oil along
pipelines from the oil fields in Northern Canada through
extremely harsh environment to a central blending facility
Colfax engineers and the customer's project engineer jointly
developed the design, quality, and testing spec
Warren GTS-H268 2 screw pumps with specially designed
internal wear resistant components were chosen to meet
the rigorous application
Colfax pumps installed – 6X increase in service life
Customer realizes $2M annual savings - spare parts alone
Colfax Solution
Situation Analysis
Major Venezuelan oil company moves 180,000 BPD of sand
laden crude oil through pipelines using a competitor’s
pumps. Pumps are failing after only 3 - 4 months due to
excessive
wear
Colfax Solution
For the past 40 years this customer has turned to Colfax
and the Imo 8L 3 screw pump – more than 80 installations
Reliable in the toughest environment
Superior energy efficiency – reduces operating costs
Imo 8L is the industry standard for Canadian pipeline
applications from 400 to 2500 gallons per minute
Oil & Gas Markets – Strong Application Expertise
New Imo 8L-912Y
10
Expansion of Systems Business
Situation Analysis
A major Japanese OEM turbine manufacturer wanted
to reduce installation time required at power plant
construction sites. Initial focus - integrate components
associated with the fuel filter,
pump and motor system.
Colfax Solution
Colfax Americas Engineered Systems and OEM
jointly developed integrated package
Enhanced design, reduced costs
Initial system delivered in 2009, others on order
Global installations
Integrated system is now the standard fuel injection
system design for this major turbine OEM customer
Situation Analysis
Colfax Solution
Americas region OEM and end-user customers need
turn-key solutions – not just pumps.
Colfax Americas Engineered Systems business
started in 2007 to address need for highly engineered
systems
Services offered include: custom engineered skid
packages or module subassemblies, fabrication,
testing, and start up/commissioning
2009 forecast - $10M incremental sales
Environmentally-friendly
module with internal,
submersible lubricant
pump and motor
11
Driven by VOC, examples of new products recently introduced
Develop New Products, Applications and Technologies
Driven by Voice of the Customer
Step 1 - VOC
Step 1a – VOC Summary
Step 2 – Prioritization
Step 3 – Specification
All-Heat SMART
EMTEC SMART
Benefits
1.
Senses wear & alerts
end-user
2.
Easy to upgrade
Benefits
1.
50% energy usage
reduction
2.
Eliminates system
components (cooler &
valve)
Simplifies OEM
design
Easier installation
All-Fuel SMART
Benefits
1.
Efficient seal
leakage monitoring
system - best value
2.
Easy to upgrade
12
~$25.2bn
~$0.5bn
~$3.8bn
~$5.5bn
~$1.9bn
In the general industrial market, we expect long-term demand to be driven by capital investment. While this market is very
diverse, orders in 2009 declined compared to 2008 in nearly all submarkets
and most significantly in the chemical,
distribution, machinery support and building products markets and in portions of the general industrial market, primarily in
Europe and North America. We expect growth in both orders and sales in 2010.
In the U.S., we expect Congress to continue to appropriate funds for new ship construction as older naval vessels are
decommissioned. We also expect increased demand for integrated fluid handling systems
for both new ship platforms and
existing ship classes that reduce operating costs and improve efficiency as the U.S. Navy seeks to man vessels with fewer
personnel. Outside of the U.S., we expect other sovereign nations will continue to expand their
fleets as they address
national security concerns. We expect modest growth in sales during 2010 and expect orders to decline as a result of the
significant growth in orders 2009
and the timing of projects.
In the power generation industry, we expect activity in Asia and the Middle East to remain solid as economic growth and
fundamental undersupply of power generation capacity continue to drive investment in energy
infrastructure projects. In
the world’s developed economies, we expect efficiency improvements will continue to drive demand. In 2010 we expect
both sales and orders
to be at similar levels versus 2009.
In the crude oil industry, we expect long term activity to remain favorable as capacity constraints and global demand drive
further development of heavy oil fields. In pipeline applications,
we expect demand for our highly efficient products to
remain strong as our customers continue to focus on total cost of ownership. In refinery applications, a reduction in capital
investment by our customers due to recent weak economic conditions
and volatile oil prices has been negatively impacting
sales and orders. Projects that were delayed in 2009 are being restarted and we expect sales to be at similar levels in
2010, while we expect
growth in orders.
In the commercial marine industry, we expect international trade and demand for crude oil and other commodities as well
as the age of the global merchant fleet to continue to create demand for new ship construction
over the long term. We also
believe the increase in the size of the global fleet will create an opportunity to supply aftermarket parts and service. In
addition, we believe pending and future environmental regulations will enhance
the demand for our products. Based on the
decline in orders in 2009 and our current backlog, we expect sales to decline in 2010 from 2009 levels. We are also likely
to have additional order cancellations as well as delivery date extensions in the near
term.
Estimated
Market Size
Long-term demand driven by global infrastructure build
Market Expectations
Serving Infrastructure Driven End Markets
13
Capitalize on growth opportunities by offering regionally developed products and solutions
Continue to invest in sales and marketing capabilities to more effectively serve local Asia Pacific
markets
Leverage application expertise to design fluid handling solutions that cater to heavy crude oil
production in Latin America, Middle East and Russia
Opened sales and engineering office in Bahrain in 2009
Utilize Indian / Chinese low cost manufacturing to supply components to other Colfax business
units
Execute acquisitions
Assam, India
Shanghai, China
Target Fast Growing Regions
14
Est. 1860
Acq. 1998
Est. 1897
Acq. 1997
Est. 1929
Acq. 1998
Est. 1931
Acq. 1997
Est. 1973
Acq. 2004
Est. 1920
Acq. 2004
Est. 1967
Acq. 2005
Est. 1968
Acq. 2007
Est. 1996
Acq. 2007
Product history dating back
to 1860 provides large
installed base
High quality, reliable
products used in critical
applications
Tendency for customers to
replace “like for like” products
Significant aftermarket
demand for replacement
products, spare parts and
repair and maintenance
services
Approximately 24% of revenues from aftermarket sales and services in 2009, long term goal is 30%
Leading Brands Generating Aftermarket Sales and Services
15
Continue to proactively engage with
highly strategic targets
Product, market and geographically
focused searches
Evaluate opportunistic bolt-on
companies
Pursue adjacent fluid handling
acquisitions
Effective selection and integration of 13 acquisitions since 1995
Acquisition Criteria
Acquisition Initiatives
Acquire companies in the fluid handling
industry
Strong brand name recognition
Leading market position
Differentiated product technology / highly
engineered product
Complementary end market / geographic
focus
Attain double digit return on investment in
the 3rd year
Continue to Pursue Strategic Acquisitions that
Complement Our Platform
16
Claims arise from purchased components previously included in our products
Significant solvent insurance coverage
Bad faith lawsuit against insurance carriers increases costs in process
Estimated annual liability and related defense costs of $4 million before potential insurance
asset or liability adjustments
Average Cost of Resolved Claims
Unresolved Claims
Asbestos Update
17
Financial Overview
18
Financial Performance Overview – 2006-2009
Revenue
(1) Refer to Appendix for Non-GAAP reconciliation. Note: Dollars in millions.
Orders
Backlog
% Margin
16.3%
17.4%
17.5%
15.4%
Adjusted EBITDA (1)
Total Growth (Decline)
19.5%
(13.2)%
Existing Businesses
28.6%
13.9%
(8.1)%
Acquisitions
1.1%
0.2%
FX Translation
4.5%
(5.3)%
--
--
--
13.5%
8.0%
7.1%
19
Financial Performance Overview – Current Quarter
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
(1) Refer to Appendix for Non-GAAP reconciliation. Note: Dollars in millions.
Orders
Backlog
Adjusted EBITDA (1)
15.4%
17.5%
16.9%
20.1%
% Margin
0.2%
--
0.8%
--
Acquisitions
(22.4)%
5.1%
(28.3)%
(32.2)%
--
--
Total Growth (Decline)
(3.4)%
--
--
FX Translation
(29.0)%
--
--
Existing Businesses
20
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
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
21
____________________
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
31
,
22
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
Profit Protection Plan Update
23
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
24
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
Growing Infrastructure
Driven End Markets
CBS-Driven Culture Focused
on Profitable Sales Growth
25
Appendix
26
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, certain other
post-employment benefit settlement and discontinued operations expense (income), 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.
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 2007-2009.
Disclaimer
27
Non-GAAP Reconciliation
____________________
Note: Dollars in thousands.
2009
2008
2007
2006
EBITDA
Net income (loss)
21,722
$
(571)
$
64,882
$
94
$
Interest expense
7,212
11,822
19,246
14,186
Provision for income taxes
9,525
5,438
39,147
3,866
Depreciation and amortization
14,426
14,788
15,239
11,481
EBITDA
52,885
$
31,477
$
138,514
$
29,627
$
EBITDA margin
10.1%
5.2%
27.4%
7.5%
Adjusted EBITDA
Net income (loss)
21,722
$
(571)
$
64,882
$
94
$
Interest expense
7,212
11,822
19,246
14,186
Provision for income taxes
9,525
5,438
39,147
3,866
Depreciation and amortization
14,426
14,788
15,239
11,481
Asbestos liability and defense (income) costs
(2,193)
(4,771)
(63,978)
21,783
Asbestos coverage litigation expenses
11,742
17,162
13,632
12,033
Restructuring and other related charges
18,175
-
-
-
IPO-related costs
-
57,017
-
-
Legacy legal adjustment
-
4,131
-
8,330
Due diligence costs
-
582
-
-
Other post-employment benefit settlement
-
-
-
(9,102)
Discontinued operations
-
-
-
1,397
Adjusted EBITDA
80,609
$
105,598
$
88,168
$
64,068
$
Adjusted EBITDA margin
15.4%
17.5%
17.4%
16.3%
28
____________________
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
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
$
Sales
Orders
Sales
Orders
29
____________________
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
30
____________________
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
-
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
31
____________________
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
32
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:
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 %
-
0.0 %
Acquisitions
-
0.0 %
-
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:
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 %
-
0.0 %
Acquisitions
-
0.0 %
-
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:
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:
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
33