8-K

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): November 5, 2008

Colfax Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-34045	54-1887631
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

8730 Stony Point Parkway, Suite 150

Richmond, VA 23235

(Address of Principal Executive Offices) (Zip Code)

(804) 560-4070

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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))

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2008, Colfax Corporation issued a press release reporting financial results for the quarter ended September 26, 2008. 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. EST on November 5, 2008 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.

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Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

99.1 Colfax Corporation press release dated November 5, 2008, reporting financial results for the quarter ended September 26, 2008.

99.2 Colfax Corporation slides for November 5, 2008 conference call for financial results for the quarter ended September 26, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Colfax Corporation
Date: November 5, 2008	By:	/s/ JOHN A. YOUNG
	Name:	John A. Young
	Title:	President and Chief Executive Officer

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EXHIBIT INDEX

99.1 Colfax Corporation press release dated November 5, 2008, reporting financial results for the quarter ended September 26, 2008.

99.2 Colfax Corporation slides for November 5, 2008 conference call for financial results for the quarter ended September 26, 2008.

EX-99.1

COLFAX REPORTS THIRD QUARTER 2008 FINANCIAL RESULTS

Board Approves Stock Repurchase Program

RICHMOND, VA., November 5, 2008 - Colfax Corporation (NYSE: CFX), a global leader in engineered fluid handling products and systems, today announced financial results for the third quarter ended September 26, 2008. On a year-over-year basis, highlights for the quarter and the first nine months of 2008 include:

Third quarter of 2008 (all comparisons versus the third quarter of 2007, unless otherwise noted)

• Net income of $13.7 million (31 cents per share – basic and diluted); Adjusted net income (as defined below) of $12.1 million (28 cents per share), an increase of 34.4%

• Net sales of $153.5 million, an increase of 22.4%; Organic sales growth (as defined below) of 14.3%

• Operating income of $20.9 million; Adjusted operating income (as defined below) of $20.3 million, an increase of 21.5%

• EBITDA (as defined below) of $24.6 million; Adjusted EBITDA (as defined below) of $24.0 million, an increase of 18.6%

• Third quarter orders of $173.8 million, an increase of 13.2%; Organic order growth (as defined below) of 5.7%

• Backlog of $383.1 million at period end

Year-to-date 2008 (all comparisons versus the year-to-date 2007, unless otherwise noted)

• Net loss of $10.9 million (43 cents per share – basic and diluted); Adjusted net income (as defined below) of $36.2 million (82 cents per share), an increase of 40.6%

• Net sales of $445.5 million, an increase of 22.9%; Organic sales growth (as defined below) of 11.8%

• Operating loss of $5.0 million; Adjusted operating income (as defined below) of $62.2 million, an increase of 29.5%

• EBITDA (as defined below) of $6.3 million; Adjusted EBITDA (as defined below) of $73.5 million, an increase of 24.2%

• Record orders for the nine month period of $542.9 million, an increase of 27.7%; Organic order growth (as defined below) of 15.7%

Adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted EBITDA, organic sales growth and organic order growth 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 are pleased with our third quarter performance,” said John Young, President and CEO of Colfax Corporation. “We experienced organic sales growth across all of our end markets, most notably in commercial marine and power generation. With our recent order activity and current backlog, we are on target to meet our low double-digit organic sales growth goal for the year and expect to have a strong fourth quarter. Longer term, we believe we are well positioned as we enter 2009 with a diverse backlog and a strong balance sheet. The activity levels in our end markets remain sound; however, we’re closely monitoring the impact of the recent economic uncertainty on our businesses.”

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The Company also announced today that its board of directors has authorized the repurchase of up to $20 million of the Company’s common stock on the open market or in privately negotiated transactions. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The repurchase program will be funded using the Company’s working capital. The Company has approximately 44 million shares outstanding.

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 and organic order growth. Adjusted net income, adjusted net income per share, adjusted operating income and adjusted EBITDA exclude asbestos liability and defense cost (income) and asbestos coverage litigation expense, certain legacy legal charges, certain due diligence costs, as well as one time initial public offering-related 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 34%. Adjusted net income per share assumes the 44,006,026 shares outstanding at the closing of the IPO to be outstanding since January 1, 2007. Organic sales growth and organic order growth 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 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 Wednesday, November 5, 2008 at 8:00 a.m. EST. The call will be open to the public through 719-325-4906 or 877-440-5807and 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. In addition, a replay of this call will be available until approximately November 20, 2008. The replay number in the U.S. is 888-203-1112 and internationally it is 719-457-0820, and the access code is 9343586.

About Colfax Corporation

Colfax Corporation is a global leader in critical fluid-handling solutions, including the manufacture of positive displacement industrial pumps and valves used in global oil & gas, power generation, marine, naval and a variety of other industrial applications. Key product brands include 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’s products, businesses and practices is available at www.colfaxcorp.com

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CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:

This press release 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 Registration Statement on Form S-1 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.

###

Contact:

Mitzi Reynolds, Vice President, Investor Relations, Colfax Corporation

804-327-5689

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Colfax Corporation

Condensed Consolidated Statement of Operations

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 26, 2008			September 28, 2007			September 26, 2008			September 28, 2007
Net sales	$	153,461		$	125,361		$	445,543		$	362,602
Cost of sales		98,983			80,849			286,110			236,226
Gross profit		54,478			44,512			159,433			126,376
Initial public offering related costs		-			-			57,017			-
Selling, general and administrative expenses		33,233			26,761			97,516			75,277
Research and development expenses		1,478			1,005			4,430			3,075
Asbestos liability and defense (income) costs		(6,312	)		(30,285	)		(6,749	)		(32,032	)
Asbestos coverage litigation expenses		5,148			2,387			12,257			8,318
Operating income (loss)		20,931			44,644			(5,038	)		71,738
Interest expense		1,951			5,200			9,684			14,416
Income (loss) before income taxes		18,980			39,444			(14,722	)		57,322
Provision (benefit) for income taxes		5,329			14,433			(3,772	)		21,432
Net income (loss)	$	13,651		$	25,011		$	(10,950	)	$	35,890
Net income (loss) available to common shareholders per share—basic and diluted	$	0.31		$	1.14		$	(0.43	)	$	1.02

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Colfax Corporation

Reconciliation of GAAP to non-GAAP Financial Measures

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	September 26,			September 28,			September 26,			September 28,
	2008			2007			2008			2007
EBITDA
Net income (loss)	$	13,651		$	25,011		$	(10,950	)	$	35,890
Interest expense		1,951			5,200			9,684			14,416
Provision (benefit) for income taxes		5,329			14,433			(3,772	)		21,432
Depreciation and amortization		3,695			3,522			11,345			11,205
EBITDA	$	24,626		$	48,166		$	6,307		$	82,943
EBITDA margin		16.0	%		38.4	%		1.4	%		22.9	%
Adjusted EBITDA
Net income (loss)	$	13,651		$	25,011		$	(10,950	)	$	35,890
Interest expense		1,951			5,200			9,684			14,416
Provision (benefit) for income taxes		5,329			14,433			(3,772	)		21,432
Depreciation and amortization		3,695			3,522			11,345			11,205
IPO-related costs		-			-			57,017			-
Legacy legal adjustment		-			-			4,131			-
Due diligence costs		582			-			582			-
Asbestos liability and defense (income) costs		(6,312	)		(30,285	)		(6,749	)		(32,032	)
Asbestos coverage litigation expense		5,148			2,387			12,257			8,318
Adjusted EBITDA	$	24,044		$	20,268		$	73,545		$	59,229
Adjusted EBITDA margin		15.7	%		16.2	%		16.5	%		16.3	%
Adjusted Net Income and Adjusted Earnings per Share
Net income (loss)	$	13,651		$	25,011		$	(10,950	)	$	35,890
IPO-related costs		-			-			57,017			-
Legacy legal adjustment		-			-			4,131			-
Due diligence costs		582			-			582			-
Asbestos liability and defense (income) costs		(6,312	)		(30,285	)		(6,749	)		(32,032	)
Asbestos coverage litigation expense		5,148			2,387			12,257			8,318
Interest adjustment to effect IPO at beginning of period		-			2,143			2,302			5,393
Tax adjustment to 34% effective rate		(926	)		9,779			(22,410	)		8,172
Adjusted net income	$	12,143		$	9,035		$	36,180		$	25,741
Adjusted net income margin		7.9	%		7.2	%		8.1	%		7.1	%
Shares outstanding at closing of IPO		44,006,026			44,006,026			44,006,026			44,006,026
Adjusted net income per share	$	0.28		$	0.21		$	0.82		$	0.58
Net income (loss) per share-basic
and diluted in accordance with GAAP	$	0.31		$	1.14		$	(0.43	)	$	1.02
Adjusted Operating Income
Operating income (loss)	$	20,931		$	44,644		$	(5,038	)	$	71,738
IPO-related costs		-			-			57,017			-
Legacy legal adjustment		-			-			4,131			-
Due diligence costs		582			-			582			-
Asbestos liability and defense (income) costs		(6,312	)		(30,285	)		(6,749	)		(32,032	)
Asbestos coverage litigation expense		5,148			2,387			12,257			8,318
Adjusted operating income	$	20,349		$	16,746		$	62,200		$	48,024
Adjusted operating income margin		13.3	%		13.4	%		14.0	%		13.2	%

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Colfax Corporation

Sales and Order Growth

(amounts in millions)

(unaudited)

(Amounts in millions)	Sales					Orders
	$		%			$		%
Three Months Ended September 28, 2007	$	125.4				$	153.6
Components of Growth:
Existing Businesses		17.9		14.3	%		8.7		5.7	%
Acquisitions		1.2		1.0	%		2.2		1.4	%
Foreign Currency Translation		9.0		7.1	%		9.3		6.0	%
Total Growth		28.1		22.4	%		20.2		13.2	%
Three Months Ended September 26, 2008	$	153.5				$	173.8

(Amounts in millions)	Sales					Orders
	$		%			$		%
Nine Months Ended September 28, 2007	$	362.6				$	425.0
Components of Growth:
Existing Businesses		42.7		11.8	%		66.8		15.7	%
Acquisitions		4.7		1.3	%		8.6		2.0	%
Foreign Currency Translation		35.5		9.8	%		42.5		10.0	%
Total Growth		82.9		22.9	%		117.9		27.7	%
Nine Months Ended September 26, 2008	$	445.5				$	542.9

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EX-99.2

Q3 2008 Earnings Call

November 5, 2008

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 Registration Statement on Form S-1 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

Adjusted net income of $12.1 million (28 cents per share), an increase of 34.4%

Net sales of $153.5 million, an increase of 22.4% (organic growth of 14.3%)

Adjusted operating income of $20.3 million, an increase of 21.5%

Adjusted EBITDA of $24.0 million, an increase of 18.6%

Third quarter orders of $173.8 million, an increase of 13.2% (organic growth of 5.7%)

Record backlog of $383.1 million

Well positioned for strong performance

Q3 2008 Highlights

2

Adjusted net income of $36.2 million (82 cents per share), an increase of 40.6%

Net sales of $445.5 million, an increase of 22.9% (organic growth of 11.8%)

Adjusted operating income of $62.2 million, an increase of 29.5%

Adjusted EBITDA of $73.5 million, an increase of 24.2%

Orders of $542.9 million, an increase of 27.7% (organic growth of 15.7%)

Well positioned for strong performance

YTD 2008 Highlights

3

____________________

Note: Dollars in millions.

Orders

Backlog

5.7%

Acquisitions     

1.4%

FX Translation         

6.0%

Total Growth 

--

--

--

13.2%

15.7%

2.0%

10.0%

27.7%

Existing
Businesses      

--

--

--

Accelerating order and backlog growth

38.8%

5.1%

1.8%

45.7%

--

--

--

Historical Orders & Backlog

4

% Margin         

16.2%

15.7%

Adjusted EBITDA ⁽¹⁾

Revenue

14.3%

Acquisitions     

1.0%

FX Translation       

7.1%

Total Growth 

22.4%

--

--

--

Existing
Businesses      

--

--

--

16.3%

16.5%

11.8%

  1.3%

9.8%

22.9%

Consistent track record of profitable sales growth

Financial Performance Overview

(1)

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.      

5

Q3 2008 Sales: $153.5 million

Q3 2008 Orders: $173.8 million

Well positioned in five attractive and diverse end markets

Q3 2008 Sales and Orders by End Market

6

YTD 2008 Sales: $445.5 million

YTD 2008 Orders: $542.9 million

Well positioned in five attractive and diverse end markets

YTD 2008 Sales and Orders by End Market

7

Q3 2008 Year-Over-Year Results

Orders up 4.1% year-over-year (-3.7% organic growth)

Sales up 31.8% year-over-year (19.5% organic growth)

YTD 2008 Year-Over-Year Results

Orders up 37.5% year-over-year (22.1% organic growth)

Sales up 25.2% year-over-year (11.2% organic growth)

Market Trends

Growth in international trade and demand for bulk commodities and oil
continuing to drive new ship construction

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

Local presence required to effectively serve customers and capture aftermarket
business

Executing strategies to drive profitable sales growth

Colfax Q3 08
Orders Split

22%
Comm.
Marine

Colfax Q3 08
Sales Split

29%
Comm.
Marine

Commercial Marine Market Perspective

8

Strong product portfolio capable of solving needs of evolving oil & gas market

Colfax Q3 08
Orders Split

17%
O&G

Colfax Q3 08
Sales Split

13%
O&G

Q3 2008 Year-Over-Year Results

Orders up 41.8% year-over-year (36.5% organic growth)

Sales up 3.3% year-over-year (0.7% organic growth)

YTD 2008 Year-Over-Year Results

Orders up 30.4% year-over-year (23.1% organic growth)

Sales down 2.2% year-over-year (-7.6% organic growth)

Market Trends

Capacity constraints and global demand spurring heavy oil exploration,
transport and processing

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

Application expertise critical to winning large project orders

Oil & Gas Market Perspective

9

Leading supplier of lubrication solutions to power generation OEMs

Colfax Q3 08
Orders Split

16%
Power
Gen.

Colfax Q3 08
Sales Split

11%
Power
Gen.

Q3 2008 Year-Over-Year Results

Orders up 10.7% year-over-year (4.5% organic growth)

Sales up 23.8% year-over-year (19.3% organic growth)

YTD 2008 Year-Over-Year Results

Orders up 19.2% year-over-year (10.8% organic growth)

Sales up 48.9% year-over-year (37.7% organic growth)

Market Trends

Economic growth in Asia and Middle East driving investment in energy
infrastructure projects

Aging power infrastructure in mature markets creating upgrade projects to
increase efficiency and lower operating costs

Multiple forms of power generation (gas, coal, hydro, nuclear) being employed
to satisfy growing global demand

Power Generation Market Perspective

10

Developing innovative fluid handling products and systems to drive future growth

Colfax Q3 08
Orders Split

6%
Navy

Colfax Q3 08
Sales Split

5%
Navy

Q3 2008 Year-Over-Year Results

Orders up 45.7% year-over-year (12.0% organic growth)

Sales up 40.2% year-over-year (19.3% organic growth)

YTD 2008 Year-Over-Year Results

Orders up 50.4% year-over-year (17.4% organic growth)

Sales down 2.9% year-over-year (-18.8% organic growth)

Market Trends

New ships replacing older decommissioned vessels in the U.S.

Sovereign navies around the world expanding fleets to address heightened
national security level concerns

Increased demand for integrated fluid handling systems and solutions to reduce
operating costs

Global Navy Market Perspective

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Leading supplier of highly engineered fluid handling products and systems with global reach

Colfax Q3 08
Orders Split

Colfax Q3 08
Sales Split

42%
General
Industrial

Q3 2008 Year-Over-Year Results

Orders up 6.8% year-over-year (1.0% organic growth)

Sales up 21.3% year-over-year (14.2% organic growth)

YTD 2008 Year-Over-Year Results

Orders up 20.5% year-over-year (10.7% organic growth)

Sales up 27.9% year-over-year (17.2% organic growth)

Market Trends

Global economic development driving increased capital investment

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

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

39%
General
Industrial

General Industrial Perspective

12

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.      

Income Statement Summary

13

Refer to Appendix for Non-GAAP reconciliation.

__________________

Note: Dollars in millions.

Income Statement Summary

14

____________________

Note: Dollars in millions.

Statement of Cash Flows Summary

15

Well Positioned for the Future

Leading Brand Names
Generating Aftermarket

Sales and Services

Experienced Management
Team in Place to Grow  
Organically and Through
Strategic Acquisitions

Global Leader in Specialty
Fluid Handling Products

Proven Application

Expertise in Solving

Critical Customer Needs

Serving Fast

Growing Infrastructure

Driven End Markets

CBS-Driven Culture Focused
on Profitable Sales Growth

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Appendix

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Adjusted net income, adjusted net income per share, adjusted operating income, EBITDA, adjusted
EBITDA, adjusted selling, general and administrative expenses, organic sales growth and organic
order growth are non-GAAP financial measures. Adjusted net income, adjusted net income per share,
adjusted operating income and adjusted EBITDA exclude asbestos liability and defense cost (income)
and asbestos coverage litigation expense, certain legacy legal charges, certain due diligence costs, as
well as one time initial public offering-related costs. Adjusted selling, general and administrative
expenses exclude certain legacy legal charges 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 34%. Adjusted net income per share
assumes the 44,006,026 shares outstanding at the closing of the IPO to be outstanding since January
1, 2007. Organic sales growth and organic order growth 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.

Disclaimer

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