RICHMOND, Va., Nov. 3 /PRNewswire-FirstCall/ -- Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, today announced preliminary financial results for the third quarter ended October 2, 2009. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. On a year-over-year basis, highlights for the quarter and the first nine months of 2009 include: Third quarter of 2009 (all comparisons versus the third quarter of 2008) -- Net income of $1.8 million (4 cents per share - basic and diluted) including restructuring and other related charges of $9.6 million; adjusted net income (as defined below) of $10.0 million (23 cents per share), a decrease of 17.6% including negative currency effects of 1 cent per share -- Net sales of $128.5 million, a decrease of 16.2%; organic sales decline (as defined below) of 12.0% -- Operating income of $3.7 million; adjusted operating income (as defined below) of $16.5 million, a decrease of 18.7% including negative currency effects of $0.8 million -- EBITDA (as defined below) of $7.4 million; adjusted EBITDA (as defined below) of $20.2 million, a decrease of 15.9% including negative currency effects of $1.0 million -- Third quarter orders of $124.3 million, a decrease of 28.5%; organic order decline (as defined below) of 25.5% -- Backlog of $298.0 million at period end Year-to-date 2009 (all comparisons versus the first nine months of 2008) -- Net income of $13.0 million (30 cents per share - basic and diluted) including restructuring and other related charges of $10.8 million; adjusted net income (as defined below) of $28.9 million (67 cents per share), a decrease of 20.2% including negative currency effects of 10 cents per share -- Net sales of $394.1 million, a decrease of 11.6%; organic sales decline (as defined below) of 2.5% -- Operating income of $23.8 million; adjusted operating income (as defined below) of $47.9 million, a decrease of 23.0% including negative currency effects of $6.4 million -- EBITDA (as defined below) of $34.4 million; adjusted EBITDA (as defined below) of $58.5 million, a decrease of 20.4% including negative currency effects of $7.2 million -- Orders for the nine month period of $349.2 million, a decrease of 35.7%; organic order decline (as defined below) of 29.9% Adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted EBITDA, organic sales growth (decline) and organic order growth (decline) are not financial measures calculated in accordance with generally accepted accounting principles in the U.S. ("GAAP"). See below for a description of the measures' usefulness and a reconciliation of these measures to their most directly comparable preliminary GAAP financial measures. "We are pleased with our performance in this challenging environment," said John Young, president and CEO of Colfax Corporation. "While overall sales were down, our Navy and power generation businesses showed good growth over last year's third quarter. On a sequential basis, our organic orders were up 15% driven by increases in the commercial marine, Navy, power generation and general industrial markets. Backlog is also up slightly since the end of the second quarter. We're continuing to streamline our operations and reduce our cost structure. We've made significant progress on our cost reduction initiatives and have reduced headcount by about 15%. We expect to realize savings of approximately $16 million in 2009 or about $22 million on an annualized basis. The benefits of our efforts are evident in our margins. Our gross profit margin was up 40 basis points and we maintained our adjusted EBITDA margin despite 16% lower sales than last year." He added, "We're encouraged by the recent improvement in our order book but we are continuing to have push-outs of project deliveries. Given the uncertain economic environment, we remain cautious on our outlook. Our strong balance sheet provides us the flexibility to weather current conditions while pursuing acquisitions and organic growth initiatives. Our strategy remains unchanged - we're focused on providing unmatched expert solutions to our global customer base while aligning capacity to meet demand. We're well positioned to enhance profitability and our competitive position as conditions improve." "Based on variable project timing and estimated mix, we've lowered our projected sales and adjusted eps ranges for 2009. We now expect sales to be down organically 8% to 10% and expect adjusted eps to be $.88 to $.94." Non-GAAP Financial Measures Colfax has provided in this press release financial information that has not been prepared in accordance with GAAP. These non-GAAP financial measures are adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted EBITDA, organic sales growth (decline) and organic order growth (decline). Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude asbestos liability and defense costs (income) and asbestos coverage litigation expenses, certain legacy legal charges, certain due diligence costs, restructuring and other related charges as well as one time initial public offering-related costs to the extent they impact the periods presented. Adjusted net income also reflects interest expense as if the initial public offering (IPO) had occurred at the beginning of 2007 and presents income taxes at an effective tax rate of 32% in 2009 and 34% in 2008. Adjusted net income per share in 2008 assumes the 44,006,026 shares outstanding at the closing of the IPO to be outstanding since January 1, 2007. Projected adjusted net income per share excludes actual and estimated restructuring and other related charges, asbestos coverage litigation expenses and asbestos liability and defense costs. Organic sales growth (decline) and organic order growth (decline) exclude the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of changes in our capital structure and asset base, non-recurring items such as IPO-related costs, legacy asbestos issues (except in the case of EBITDA) and items outside the control of its operating management team. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to preliminary GAAP results has been provided in the financial tables included in this press release. Conference Call and Webcast Colfax will host a conference call to provide details about its results and business strategy on Tuesday, November 3 at 8:00 a.m. ET. The call will be open to the public through 877-718-5106 or 719-325-4871 and webcast via Colfax's website at http://www.colfaxcorp.com/ under the "Investor Relations" section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading. Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call. About Colfax Corporation Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, global naval and general industrial markets. Colfax's operating subsidiaries supply products under the well-known brands Allweiler, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker "CFX." Additional information about Colfax is available at http://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. Colfax Corporation Condensed Consolidated Statements of Operations Dollars in thousands, except per share data (Preliminary(1) and unaudited) Three Months Ended Nine Months Ended October 2, September 26, October 2, September 26, 2009 2008 2009 2008 ---- ---- ---- ---- Net sales $128,545 $153,461 $394,053 $445,543 Cost of sales 82,339 98,983 255,277 286,110 ------ ------ ------- ------- Gross profit 46,206 54,478 138,776 159,433 Initial public offering related costs - - - 57,017 Selling, general and administrative expenses 28,136 33,233 86,248 97,516 Research and development expenses 1,523 1,478 4,610 4,430 Restructuring and other related charges 9,608 - 10,755 - Asbestos liability and defense costs (income) 1,377 (6,312) 4,504 (6,749) Asbestos coverage litigation expenses 1,845 5,148 8,838 12,257 ----- ----- ----- ------ Operating income (loss) 3,717 20,931 23,821 (5,038) Interest expense 1,834 1,951 5,466 9,684 ----- ----- ----- ----- Income (loss) before income taxes 1,883 18,980 18,355 (14,722) Provision (benefit) for income taxes 64 5,329 5,309 (3,772) -- ----- ----- ------ Net income (loss) $1,819 $13,651 $13,046 $(10,950) ====== ======= ======= ======== Net income (loss) per share-basic and diluted $0.04 $0.31 $0.30 $(0.43) ===== ===== ===== ====== (1) The preliminary financial results as of and for the three and nine months ended October 2, 2009 reflect management's best estimate of the Company's net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. Colfax Corporation Condensed Consolidated Balance Sheets Dollars in thousands (Preliminary(1) and unaudited) October 2, December 31, 2009 2008 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $50,833 $28,762 Trade receivables, less allowance for doubtful accounts 89,601 101,064 Inventories, net 77,369 80,327 Asbestos insurance asset 26,031 26,473 Asbestos insurance receivable 34,972 36,371 Other current assets 21,589 21,860 ------ ------ Total current assets 300,395 294,857 Deferred income taxes, net 51,576 53,428 Property, plant and equipment, net 93,060 92,090 Goodwill and intangible assets, net 180,613 179,046 Long-term asbestos insurance asset 267,396 277,542 Deferred loan costs, pension and other assets 16,594 16,113 ------ ------ Total assets $909,634 $913,076 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt and capital leases $7,698 $5,420 Accounts payable 37,992 52,138 Accrued asbestos liability 28,103 28,574 Other accrued liabilities 71,600 68,154 ------ ------ Total current liabilities 145,393 154,286 Long-term debt, less current portion 85,236 91,701 Long-term asbestos liability 316,218 328,684 Pension and accrued post-retirement benefits 129,663 130,188 Other liabilities 40,055 41,286 ------ ------ Total liabilities 716,565 746,145 Shareholders' equity 193,069 166,931 ------- ------- Total liabilities and shareholders' equity $909,634 $913,076 ======== ======== (1) The preliminary financial results as of and for the three and nine months ended October 2, 2009 reflect management's best estimate of the Company's net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. Colfax Corporation Condensed Consolidated Statement of Cash Flows Dollars in thousands (Preliminary(1) and unaudited) Nine Months Ended October 2, September 26, 2009 2008 ---- ---- Cash flows from operating activities: Net income (loss) $13,046 $(10,950) Adjustments to reconcile net income to cash provided by operating activities: Depreciation, amortization and fixed asset impairment charges 11,240 11,345 Noncash stock-based compensation 1,970 10,814 Other adjustments for non-cash items 474 5,430 Deferred income taxes 362 (18,063) Changes in working capital 6,087 (26,315) Changes in other operating assets and liabilities 823 (2,952) --- ------ Net cash provided by (used in) operating activities 34,002 (30,691) Cash flows from investing activities: Purchases of fixed assets (7,779) (13,329) Acquisitions, net of cash received (1,260) - Proceeds from sale of fixed assets 238 23 --- -- Net cash used in investing activities (8,801) (13,306) Cash flows from financing activities: Borrowings under term credit facility - 100,000 Payments under term credit facility (3,750) (207,778) Proceeds from borrowings on revolving credit facilities - 28,185 Repayments of borrowings on revolving credit facilities - (28,158) Proceeds from the issuance of common stock, net of offering costs - 193,020 Dividends paid to preferred shareholders - (38,546) Other (447) (3,446) ---- ------ Net cash (used in) provided by financing activities (4,197) 43,277 Effect of exchange rates on cash 1,067 556 ----- --- Increase (decrease) in cash and cash equivalents 22,071 (164) Cash and cash equivalents, beginning of year 28,762 48,093 ------ ------ Cash and cash equivalents, end of year $50,833 $47,929 ======= ======= (1) The preliminary financial results as of and for the three and nine months ended October 2, 2009 reflect management's best estimate of the Company's net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. Colfax Corporation Reconciliation of GAAP to non-GAAP Financial Measures Dollars in thousands, except per share data (Preliminary(1) and unaudited) Three Months Ended Nine Months Ended October 2, September 26, October 2, September 26, 2009 2008 2009 2008 ---- ---- ---- ---- EBITDA Net income (loss) $1,819 $13,651 $13,046 $(10,950) Interest expense 1,834 1,951 5,466 9,684 Provision (benefit) for income taxes 64 5,329 5,309 (3,772) Depreciation and amortization 3,681 3,695 10,592 11,345 ----- ----- ------ ------ EBITDA $7,398 $24,626 $34,413 $6,307 ====== ======= ======= ====== EBITDA margin 5.8% 16.0% 8.7% 1.4% Adjusted EBITDA Net income (loss) $1,819 $13,651 $13,046 $(10,950) Interest expense 1,834 1,951 5,466 9,684 Provision(benefit) for income taxes 64 5,329 5,309 (3,772) Depreciation and amortization 3,681 3,695 10,592 11,345 Restructuring and other related charges 9,608 - 10,755 - IPO-related costs - - - 57,017 Legacy legal adjustment - - - 4,131 Due diligence costs - 582 - 582 Asbestos liability and defense costs (income) 1,377 (6,312) 4,504 (6,749) Asbestos coverage litigation expense 1,845 5,148 8,838 12,257 ----- ----- ----- ------ Adjusted EBITDA $20,228 $24,044 $58,510 $73,545 ======= ======= ======= ======= Adjusted EBITDA margin 15.7% 15.7% 14.8% 16.5% Adjusted Net Income and Adjusted Earnings per Share Net income (loss) $1,819 $13,651 $13,046 $(10,950) Restructuring and other related charges 9,608 - 10,755 - IPO-related costs - - - 57,017 Legacy legal adjustment - - - 4,131 Due diligence costs - 582 - 582 Asbestos liability and defense costs (income) 1,377 (6,312) 4,504 (6,749) Asbestos coverage litigation expense 1,845 5,148 8,838 12,257 Interest adjustment to effect IPO at beginning of period - - - 2,302 Tax adjustment to effective rate of 32% and 34%, respectively (4,644) (926) (8,276) (22,410) ------ ---- ------ ------- Adjusted net income $10,005 $12,143 $28,867 $36,180 ======= ======= ======= ======= Adjusted net income margin 7.8% 7.9% 7.3% 8.1% Weighted average shares outstanding - diluted 43,324,995 - 43,274,177 - Shares outstanding at closing of IPO - 44,006,026 - 44,006,026 Adjusted net income per share $0.23 $0.28 $0.67 $0.82 ===== ===== ===== ===== Net income per share-basic and diluted in accordance with GAAP $0.04 $0.31 $0.30 $(0.43) ===== ===== ===== ====== Adjusted Operating Income Operating income (loss) $3,717 $20,931 $23,821 $(5,038) Restructuring and other related charges 9,608 - 10,755 - IPO-related costs - - - 57,017 Legacy legal adjustment - - - 4,131 Due diligence costs - 582 - 582 Asbestos liability and defense costs (income) 1,377 (6,312) 4,504 (6,749) Asbestos coverage litigation expense 1,845 5,148 8,838 12,257 ----- ----- ----- ------ Adjusted operating income $16,547 $20,349 $47,918 $62,200 ======= ======= ======= ======= Adjusted operating income margin 12.9% 13.3% 12.2% 14.0% (1) The preliminary financial results as of and for the three and nine months ending October 2, 2009 reflect management's best estimate of the Company's net asbestos liability based upon information currently available. The preliminary results do not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. Colfax Corporation Sales and Orders Growth Dollars in millions (unaudited) Sales Orders $ % $ % ------ ----- ------ ----- Three Months Ended September 26, 2008 $153.5 $173.8 Components of Change: Existing Businesses (18.4) (12.0)% (44.3) (25.5)% Acquisitions 0.5 0.3% 0.4 0.2% Foreign Currency Translation (7.1) (4.6)% (5.6) (3.2)% ----- ----- Total (25.0) (16.2)% (49.5) (28.5)% ------ ------ Three Months Ended October 2, 2009 $128.5 $124.3 ====== ====== Sales Orders Backlog at $ % $ % Period End ------ ----- ------ ----- ---------- Nine Months Ended September 26, 2008 $445.5 $542.9 $383.1 Components of Change: Existing Businesses (11.4) (2.5)% (162.6) (29.9)% (83.9) (21.9)% Acquisitions 0.5 0.1% 0.4 0.1% 0.5 0.1% Foreign Currency Translation (40.5) (9.1)% (31.5) (5.8)% (1.7) (0.4)% ----- ------ ----- Total (51.4) (11.6)% (193.7) (35.7)% (85.1) (22.2)% ------ ------ ------ Nine Months Ended October 2, 2009 $394.1 $349.2 $298.0 ====== ====== ====== Colfax Corporation Reconciliation of Projected 2009 Net Income Per Share(1) to Adjusted Net Income Per Share Amounts in Dollars (unaudited) EPS Range --------- Projected net income per share - fully diluted $0.35 $0.41 Restructuring and other related charges incurred year- to-date 0.17 0.17 Estimated fourth quarter restructuring and other related charges(2) 0.06 0.06 Asbestos coverage litigation 0.19 0.19 Asbestos liability and defense costs 0.11 0.11 ---- ---- Projected adjusted net income per share - fully diluted $0.88 $0.94 ===== ===== (1) Does not reflect any potential adjustments from the favorable asbestos ruling on October 14, 2009 for the Company's Warren Pumps subsidiary. The Company expects additional information related to this matter to become available prior to filing its third quarter Form 10-Q with the SEC on or before November 16, 2009. Any adjustments that result from the Company's evaluation of this information will be reflected in the Company's financial statements included in its third quarter Form 10-Q. (2) Represents estimated costs related to restructuring actions implemented through November 3, 2009. DATASOURCE: Colfax Corporation CONTACT: Mitzi Reynolds, Vice President, Investor Relations of Colfax Corporation, +1-804-327-5689 Web Site: http://www.colfaxcorp.com/

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