Enovis (ENOV) 8-K Colfax Reports Preliminary Third Quarter Results

Exhibit 99.1

COLFAX REPORTS PRELIMINARY THIRD QUARTER RESULTS

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

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

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

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

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

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

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

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

• Backlog of $298.0 million at period end

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

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

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

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

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

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

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

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“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.

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Conference Call and Webcast

Colfax will host a conference call to provide details about its results and business strategy on Tuesday, November 3 at 8:00 a.m. ET. The call will be open to the public through 877-718-5106 or 719-325-4871 and webcast via Colfax’s website at http://www.colfaxcorp.com under the “Investor Relations” section. Access to a supplemental slide presentation can also be found at the Colfax website under the same heading.  Both the audio of this call and the slide presentation will be archived on the website later today and will be available until the next quarterly call.

About Colfax Corporation

Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, global naval and general industrial markets. Colfax’s operating subsidiaries supply products under the well-known brands Allweiler, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker “CFX.” Additional information about Colfax is available at www.colfaxcorp.com.

CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:

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

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

Contact:

Mitzi Reynolds, Vice President, Investor Relations

Colfax Corporation

804-327-5689

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Colfax Corporation

Condensed Consolidated Statements of Operations

Dollars in thousands, except per share data

(Preliminary1 and unaudited)

	Three Months Ended					Nine Months Ended
	October 2, 2009		September 26, 2008			October 2, 2009		September 26, 2008
Net sales	$	128,545	$	153,461		$	394,053	$	445,543
Cost of sales		82,339		98,983			255,277		286,110
Gross profit		46,206		54,478			138,776		159,433
Initial public offering related costs		-		-			-		57,017
Selling, general and administrative expenses		28,136		33,233			86,248		97,516
Research and development expenses		1,523		1,478			4,610		4,430
Restructuring and other related charges		9,608		-			10,755		-
Asbestos liability and defense costs (income)		1,377		(6,312	)		4,504		(6,749	)
Asbestos coverage litigation expenses		1,845		5,148			8,838		12,257
Operating income (loss)		3,717		20,931			23,821		(5,038	)
Interest expense		1,834		1,951			5,466		9,684
Income (loss) before income taxes		1,883		18,980			18,355		(14,722	)
Provision (benefit) for income taxes		64		5,329			5,309		(3,772	)
Net income (loss)	$	1,819	$	13,651		$	13,046	$	(10,950	)
Net income (loss) per share—basic and diluted	$	0.04	$	0.31		$	0.30	$	(0.43	)

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

(Preliminary1 and unaudited)

	October 2,		December 31,
	2009		2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	50,833	$	28,762
Trade receivables, less allowance for doubtful accounts		89,601		101,064
Inventories, net		77,369		80,327
Asbestos insurance asset		26,031		26,473
Asbestos insurance receivable		34,972		36,371
Other current assets		21,589		21,860
Total current assets		300,395		294,857
Deferred income taxes, net		51,576		53,428
Property, plant and equipment, net		93,060		92,090
Goodwill and intangible assets, net		180,613		179,046
Long-term asbestos insurance asset		267,396		277,542
Deferred loan costs, pension and other assets		16,594		16,113
Total assets	$	909,634	$	913,076
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and capital leases	$	7,698	$	5,420
Accounts payable		37,992		52,138
Accrued asbestos liability		28,103		28,574
Other accrued liabilities		71,600		68,154
Total current liabilities		145,393		154,286
Long-term debt, less current portion		85,236		91,701
Long-term asbestos liability		316,218		328,684
Pension and accrued post-retirement benefits		129,663		130,188
Other liabilities		40,055		41,286
Total liabilities		716,565		746,145
Shareholders’ equity		193,069		166,931
Total liabilities and shareholders' equity	$	909,634	$	913,076

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

(Preliminary1 and unaudited)

	Nine Months Ended
	October 2,			September 26,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	13,046		$	(10,950	)
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization and fixed asset impairment charges		11,240			11,345
Noncash stock-based compensation		1,970			10,814
Other adjustments for non-cash items		474			5,430
Deferred income taxes		362			(18,063	)
Changes in working capital		6,087			(26,315	)
Changes in other operating assets and liabilities		823			(2,952	)
Net cash provided by (used in) operating activities		34,002			(30,691	)
Cash flows from investing activities:
Purchases of fixed assets		(7,779	)		(13,329	)
Acquisitions, net of cash received		(1,260	)		-
Proceeds from sale of fixed assets		238			23
Net cash used in investing activities		(8,801	)		(13,306	)
Cash flows from financing activities:
Borrowings under term credit facility		-			100,000
Payments under term credit facility		(3,750	)		(207,778	)
Proceeds from borrowings on revolving credit facilities		-			28,185
Repayments of borrowings on revolving credit facilities		-			(28,158	)
Proceeds from the issuance of common stock, net of offering costs		-			193,020
Dividends paid to preferred shareholders		-			(38,546	)
Other		(447	)		(3,446	)
Net cash (used in) provided by financing activities		(4,197	)		43,277
Effect of exchange rates on cash		1,067			556
Increase (decrease) in cash and cash equivalents		22,071			(164	)
Cash and cash equivalents, beginning of year		28,762			48,093
Cash and cash equivalents, end of year	$	50,833		$	47,929

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

(Preliminary1 and unaudited)

	Three Months Ended						Nine Months Ended
	October 2, 2009			September 26, 2008			October 2, 2009			September 26, 2008
EBITDA
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)
Interest expense		1,834			1,951			5,466			9,684
Provision (benefit) for income taxes		64			5,329			5,309			(3,772	)
Depreciation and amortization		3,681			3,695			10,592			11,345
EBITDA	$	7,398		$	24,626		$	34,413		$	6,307
EBITDA margin		5.8	%		16.0	%		8.7	%		1.4	%
Adjusted EBITDA
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)
Interest expense		1,834			1,951			5,466			9,684
Provision (benefit) for income taxes		64			5,329			5,309			(3,772	)
Depreciation and amortization		3,681			3,695			10,592			11,345
Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257
Adjusted EBITDA	$	20,228		$	24,044		$	58,510		$	73,545
Adjusted EBITDA margin		15.7	%		15.7	%		14.8	%		16.5	%
Adjusted Net Income and Adjusted Earnings per Share
Net income (loss)	$	1,819		$	13,651		$	13,046		$	(10,950	)
Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257
Interest adjustment to effect IPO at beginning of period		-			-			-			2,302
Tax adjustment to effective rate of 32% and 34%, respectively		(4,644	)		(926	)		(8,276	)		(22,410	)
Adjusted net income	$	10,005		$	12,143		$	28,867		$	36,180
Adjusted net income margin		7.8	%		7.9	%		7.3	%		8.1	%
Weighted average shares outstanding - diluted		43,324,995			-			43,274,177			-
Shares outstanding at closing of IPO		-			44,006,026			-			44,006,026
Adjusted net income per share	$	0.23		$	0.28		$	0.67		$	0.82
Net income per share-basic
and diluted in accordance with GAAP	$	0.04		$	0.31		$	0.30		$	(0.43	)
Adjusted Operating Income
Operating income (loss)	$	3,717		$	20,931		$	23,821		$	(5,038	)
Restructuring and other related charges		9,608			-			10,755			-
IPO-related costs		-			-			-			57,017
Legacy legal adjustment		-			-			-			4,131
Due diligence costs		-			582			-			582
Asbestos liability and defense costs (income)		1,377			(6,312	)		4,504			(6,749	)
Asbestos coverage litigation expense		1,845			5,148			8,838			12,257
Adjusted operating income	$	16,547		$	20,349		$	47,918		$	62,200
Adjusted operating income margin		12.9	%		13.3	%		12.2	%		14.0	%

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 Share1 to Adjusted Net Income Per Share

Amounts in Dollars

(unaudited)

	EPS Range
Projected net income per share - fully diluted	$	0.35	$	0.41
Restructuring and other related charges incurred year-to-date		0.17		0.17
Estimated fourth quarter restructuring and other related charges2		0.06		0.06
Asbestos coverage litigation		0.19		0.19
Asbestos liability and defense costs		0.11		0.11
Projected adjusted net income per share - fully diluted	$	0.88	$	0.94

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.