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): July 28, 2010
Colfax
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
|
|
(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
|
|
of
incorporation)
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File
Number)
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Identification
No.)
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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 July
28, 2010, Colfax Corporation issued a press release reporting financial results
for the quarter ended July 2, 2010. 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 July 28, 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.
2
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Colfax
Corporation press release dated July 28, 2010, reporting financial
results for the quarter ended July 2,
2010.
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99.2
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Colfax
Corporation slides for July 28, 2010 conference call for financial results
for the quarter ended July 2, 2010.
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3
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.
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Colfax
Corporation
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|||
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Date: July
28, 2010
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By:
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/s/
Clay H. Kiefaber
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Name:
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Clay
H. Kiefaber
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||
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Title:
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President
and Chief Executive Officer
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||
4
EXHIBIT
INDEX
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99.1
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Colfax
Corporation press release dated July 28, 2010, reporting financial
results for the quarter ended July 2,
2010.
|
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99.2
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Colfax
Corporation slides for July 28, 2010 conference call for financial results
for the quarter ended July 2, 2010.
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Exhibit
99.1
COLFAX
REPORTS SECOND QUARTER RESULTS
RICHMOND,
VA – July 28, 2010 - Colfax Corporation (NYSE: CFX), a global leader in
fluid-handling solutions for critical applications, today announced financial
results for the second quarter ended July 2, 2010. On a year-over-year basis,
highlights for the quarter and the first six months of 2010
include:
Second quarter of 2010 (all
comparisons versus the second quarter of 2009)
|
|
•
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Net
income of $2.0 million (5 cents per share – basic and diluted) including
restructuring and other related charges of $3.0 million; adjusted net
income (as defined below) of $7.6 million (18 cents per share), a decrease
of 10.1%
|
|
|
•
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Net
sales of $123.0 million, a decrease of 4.8%; organic sales decline (as
defined below) of 3.1%
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|
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•
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Operating
income of $4.8 million; adjusted operating income (as defined below) of
$13.0 million, a decrease of 9.3% including negative currency effects of
$0.3 million
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|
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•
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Second
quarter orders of $155.6 million, an increase of 29.1%; organic order
growth (as defined below) of 30.6%
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•
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Backlog
of $297.1 million at period end
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First half of 2010 (all
comparisons versus the first half of 2009)
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•
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Net
income of $1.4 million (3 cents per share – basic and diluted); adjusted
net income (as defined below) of $13.4 million (31 cents per share), a
decrease of 29.1% including positive currency effects of 1 cent per
share
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|
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•
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Net
sales of $242.9 million, a decrease of 8.5%; organic sales decline (as
defined below) of 10.3%
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|
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•
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Operating
income of $5.7 million; adjusted operating income (as defined below) of
$23.2 million, a decrease of 26.0% including positive currency effects of
$0.5 million
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|
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•
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Orders
for the six month period of $275.1 million, an increase of 12.9%; organic
order growth (as defined below) of
11.0%
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Adjusted
net income, adjusted net income per share, adjusted operating income, 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 GAAP
financial measures.
“We’re
pleased with our second quarter results,” said Clay Kiefaber, President and CEO
of Colfax Corporation. “We’re seeing strengthening in our end markets with
organic orders up 31% for the quarter over last year and 35%
sequentially. The growth was broad based across most of our markets
and geographies. We are realizing cost savings from our restructuring
efforts as our gross profit margin increased slightly to 35% in the second
quarter over last year, despite a decline in sales.”
He added,
“Our focus on improving working capital efficiency is yielding results as
working capital to sales declined to 19%. Our balance sheet continues
to strengthen, providing us with the capacity to fund our growth objectives
including internal projects as well as acquisitions. At the end of
the quarter, our net debt was $25 million and we had $136 million available on
our revolving credit facility.
“Given
our current backlog and outlook, we now expect organic sales growth of up to 6%
in the second half of the year. For the year, we expect organic sales
to decline 2% to 5% from 2009 versus our previous guidance of a 5% to 9%
decline. We expect adjusted EPS to be in the range of $.70 to $.77
which includes covering about 3 cents of currency headwind compared to our prior
guidance of $.67 to $.77.”
1
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, organic
sales growth (decline), organic order growth (decline) and projected adjusted
net income per share. Adjusted net income, adjusted net income per share and
adjusted operating income exclude asbestos liability and defense costs and
asbestos coverage litigation expenses, and restructuring and other related
charges to the extent they impact the periods presented. Adjusted net income,
adjusted net income per share and projected adjusted net income per share
present income taxes at an effective tax rate of 32%. 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 non-recurring items, legacy asbestos issues and items
outside the control of its operating management team.
Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information calculated in accordance with GAAP.
Investors are encouraged to review the reconciliation of these non-GAAP measures
to their most directly comparable GAAP financial measures. A reconciliation of
non-GAAP financial measures presented above to GAAP results has been provided in
the financial tables included in this press release.
Conference
Call and Webcast
Colfax
will host a conference call to provide details about its results and outlook on
Wednesday, July 28 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, defense 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.
2
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
3
Condensed
Consolidated Statements of Operations
Dollars
in thousands, except per share data
(Unaudited)
|
Three Months Ended
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Six Months Ended
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|||||||||||||||
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July 2, 2010
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July 3, 2009
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July 2, 2010
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July 3, 2009
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|||||||||||||
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Net
sales
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$ | 122,968 | $ | 129,185 | $ | 242,939 | $ | 265,508 | ||||||||
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Cost
of sales
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79,987 | 84,630 | 158,202 | 172,938 | ||||||||||||
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Gross
profit
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42,981 | 44,555 | 84,737 | 92,570 | ||||||||||||
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Selling,
general and administrative expenses
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28,507 | 28,586 | 58,387 | 58,112 | ||||||||||||
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Research
and development expenses
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1,520 | 1,680 | 3,148 | 3,087 | ||||||||||||
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Restructuring
and other related charges
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3,035 | 486 | 7,074 | 1,147 | ||||||||||||
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Asbestos
liability and defense costs
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542 | 1,482 | 1,977 | 3,127 | ||||||||||||
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Asbestos
coverage litigation expenses
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4,543 | 4,027 | 8,424 | 6,993 | ||||||||||||
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Operating
income
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4,834 | 8,294 | 5,727 | 20,104 | ||||||||||||
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Interest
expense
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1,718 | 1,786 | 3,531 | 3,632 | ||||||||||||
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Income
before income taxes
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3,116 | 6,508 | 2,196 | 16,472 | ||||||||||||
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Provision
for income taxes
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1,078 | 2,142 | 811 | 5,245 | ||||||||||||
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Net
income
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$ | 2,038 | $ | 4,366 | $ | 1,385 | $ | 11,227 | ||||||||
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Net
income per share—basic and diluted
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$ | 0.05 | $ | 0.10 | $ | 0.03 | $ | 0.26 | ||||||||
Colfax
Corporation
Reconciliation
of GAAP to non-GAAP Financial Measures
Dollars
in thousands, except per share data
(Unaudited)
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Three Months Ended
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Six Months Ended
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|||||||||||||||
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July 2, 2010
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July 3, 2009
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July 2, 2010
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July 3, 2009
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|||||||||||||
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Adjusted
Net Income and Adjusted Earnings per Share
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||||||||||||||||
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Net
income
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$ | 2,038 | $ | 4,366 | $ | 1,385 | $ | 11,227 | ||||||||
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Restructuring
and other related charges
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3,035 | 486 | 7,074 | 1,147 | ||||||||||||
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Asbestos
liability and defense costs
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542 | 1,482 | 1,977 | 3,127 | ||||||||||||
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Asbestos
coverage litigation expenses
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4,543 | 4,027 | 8,424 | 6,993 | ||||||||||||
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Tax
adjustment to effective rate of 32%
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(2,518 | ) | (1,859 | ) | (5,484 | ) | (3,631 | ) | ||||||||
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Adjusted
net income
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$ | 7,640 | $ | 8,502 | $ | 13,376 | $ | 18,863 | ||||||||
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Adjusted
net income margin
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6.2 | % | 6.6 | % | 5.5 | % | 7.1 | % | ||||||||
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Weighted
average shares outstanding - diluted
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43,564,812 | 43,245,990 | 43,496,948 | 43,237,856 | ||||||||||||
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Adjusted
net income per share
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$ | 0.18 | $ | 0.20 | $ | 0.31 | $ | 0.44 | ||||||||
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Net
income per share—basic and diluted in accordance with GAAP
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$ | 0.05 | $ | 0.10 | $ | 0.03 | $ | 0.26 | ||||||||
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Adjusted
Operating Income
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||||||||||||||||
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Operating
income
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$ | 4,834 | $ | 8,294 | $ | 5,727 | $ | 20,104 | ||||||||
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Restructuring
and other related charges
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3,035 | 486 | 7,074 | 1,147 | ||||||||||||
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Asbestos
liability and defense costs
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542 | 1,482 | 1,977 | 3,127 | ||||||||||||
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Asbestos
coverage litigation expenses
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4,543 | 4,027 | 8,424 | 6,993 | ||||||||||||
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Adjusted
operating income
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$ | 12,954 | $ | 14,289 | $ | 23,202 | $ | 31,371 | ||||||||
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Adjusted
operating income margin
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10.5 | % | 11.1 | % | 9.6 | % | 11.8 | % | ||||||||
Change
in Sales, Orders and Backlog
Dollars
in millions
(Unaudited)
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Sales
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Orders
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|||||||||||||||
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Three
Months Ended July 3, 2009
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$ | 129.2 | $ | 120.5 | ||||||||||||
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Components
of Change:
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||||||||||||||||
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Existing
businesses
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(4.0 | ) | (3.1 | )% | 36.8 | 30.6 | % | |||||||||
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Acquisitions
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1.0 | 0.8 | % | 1.0 | 0.8 | % | ||||||||||
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Foreign
currency translation
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(3.2 | ) | (2.5 | )% | (2.7 | ) | (2.3 | )% | ||||||||
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Total
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(6.2 | ) | (4.8 | )% | 35.1 | 29.1 | % | |||||||||
|
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||||||||||||||||
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Three
Months Ended July 2, 2010
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$ | 123.0 | $ | 155.6 | ||||||||||||
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Backlog at
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||||||||||||||||||||||||
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Sales
|
Orders
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Period End
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||||||||||||||||||||||
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Six
Months Ended July 3, 2009
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$ | 265.5 | $ | 243.6 | $ | 326.9 | ||||||||||||||||||
|
Components
of Change:
|
||||||||||||||||||||||||
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Existing
businesses
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(27.4 | ) | (10.3 | )% | 26.7 | 11.0 | % | (10.3 | ) | (3.2 | )% | |||||||||||||
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Acquisitions
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1.5 | 0.6 | % | 1.8 | 0.7 | % | 1.0 | 0.3 | % | |||||||||||||||
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Foreign
currency translation
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3.3 | 1.2 | % | 3.0 | 1.2 | % | (20.5 | ) | (6.3 | )% | ||||||||||||||
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Total
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(22.6 | ) | (8.5 | )% | 31.5 | 12.9 | % | (29.8 | ) | (9.1 | )% | |||||||||||||
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Six
Months Ended July 2, 2010
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$ | 242.9 | $ | 275.1 | $ | 297.1 | ||||||||||||||||||
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Backlog at
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||||||||||||||||||||||||
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Sales
|
Orders
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Period End
|
||||||||||||||||||||||
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Three
Months Ended April 2, 2010
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$ | 120.0 | $ | 119.6 | $ | 281.3 | ||||||||||||||||||
|
Components
of Change:
|
||||||||||||||||||||||||
|
Existing
businesses
|
9.0 | 7.5 | % | 42.2 | 35.3 | % | 32.8 | 11.6 | % | |||||||||||||||
|
Acquisitions
|
- | 0.0 | % | - | 0.0 | % | - | 0.0 | % | |||||||||||||||
|
Foreign
currency translation
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(6.0 | ) | (5.0 | )% | (6.2 | ) | (5.2 | )% | (17.0 | ) | (6.0 | )% | ||||||||||||
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Total
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3.0 | 2.5 | % | 36.0 | 30.1 | % | 15.8 | 5.6 | % | |||||||||||||||
|
Three
Months Ended July 2, 2010
|
$ | 123.0 | $ | 155.6 | $ | 297.1 | ||||||||||||||||||
Colfax
Corporation
Reconciliation
of Projected 2010 Net Income Per Share to Adjusted Net Income Per
Share
Amounts
in Dollars
(Unaudited)
|
EPS Range
|
||||||||
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Projected
net income per share - fully diluted
|
$ | 0.31 | $ | 0.38 | ||||
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Restructuring
and other related charges incurred year-to-date
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0.11 | 0.11 | ||||||
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Estimated
restructuring and other related charges 1
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0.02 | 0.02 | ||||||
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Asbestos
coverage litigation expenses
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0.20 | 0.20 | ||||||
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Asbestos
liability and defense costs
|
0.06 | 0.06 | ||||||
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Projected
adjusted net income per share - fully diluted
|
$ | 0.70 | $ | 0.77 | ||||
1 Represents
estimated restructuring and other related charges for actions implemented
through July 28, 2010.
Exhibit 99.2
