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8-K - CURRENT REPORT - Colfax CORP | v171018_8k.htm |
EX-10.1 - EMPLOYMENT AGREEMENT - Colfax CORP | v171018_ex10-1.htm |
EX-10.2 - SEPARATION AGREEMENT - Colfax CORP | v171018_ex10-2.htm |
EXHIBIT 99.1
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Colfax
Corporation
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8730
Stony Point Parkway
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Suite
150
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Richmond,
VA 23235
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USA
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Tel: (804)
560-4070
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Fax: (804)
560-4076
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www.colfaxcorp.com
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FOR IMMEDIATE RELEASE
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CONTACT:
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Mitzi
Reynolds
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(804)
327-5689
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mitzi.reynolds@colfaxcorp.com
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COLFAX
NAMES BOARD MEMBER CLAY KIEFABER
PRESIDENT
AND CHIEF EXECUTIVE OFFICER, SUCCEEDING JOHN YOUNG
Company
Reaffirms 2009 Earnings and Sales Guidance
Richmond, VA, January 11, 2010 –
Colfax Corporation (NYSE: CFX), a global leader in fluid-handling
solutions for critical applications, today announced that Clay H. Kiefaber has
been named President and Chief Executive Officer effective today, succeeding
John A. Young in these positions. Kiefaber spent nearly 20 years in
increasingly senior executive positions at Masco Corporation and has served on
the Colfax Board of Directors since the Company’s IPO in 2008. Young,
who has been with Colfax since 1995 and has served as President and CEO since
2000, has also resigned from the Colfax Board and is expected to remain an
advisor to the Company.
Kiefaber,
54, has extensive experience in strategic planning, lean manufacturing, business
integration, and leadership development across several
industries. Most recently, he was a Group President at Masco, where
he was responsible for a $2.8 billion group of architectural coatings, windows,
and spa business units. Under his direction, the group’s operating
income and cash flow increased significantly. Prior to becoming a Group
President at Masco, Kiefaber was Group Vice President of Masco Builder Cabinet
Group. He previously spent 14 years in increasingly senior positions
in Masco’s Merillat Industries subsidiary, where, as President, he achieved
record revenues, industry-leading margins, developed the leading brand in the
industry, and won awards for manufacturing excellence.
Mitchell
P. Rales, Chairman of the Board of Directors of Colfax, said, “I have known Clay
Kiefaber for over 20 years, and he is an extremely talented and proven leader
with a superb track record. He is also passionate about the same core
values that Colfax embraces and is committed to driving the Colfax Business
System throughout the organization. We are fortunate he has agreed to lead the
Company in the next phase of its growth. As a member of our Board,
Clay already has a deep understanding of our businesses, and under his direction
Colfax will continue to pursue both organic growth initiatives and strategic
acquisitions. The Board and I look forward to working with him in his new role
as we continue to position Colfax to take full advantage of its many
opportunities.”
Rales
added, “On behalf of the Board, I want to acknowledge the many contributions
John Young has made over the years and the major role he has played in the
Company’s growth since its inception. We thank him for his dedicated
service and wish him continued success in his future endeavors.”
Young
said, “I am very proud of where Colfax is today and what we have accomplished
over the last 14 years. I look forward to pursuing other professional
opportunities with the confidence that Colfax will enjoy continued success for
many years to come.”
Kiefaber
said, “Colfax has a tremendous product portfolio, industry-leading application
expertise, a strong balance sheet, and is well positioned for long-term
growth. I look forward to working closely with the Board and
leadership team as we work hard to build Colfax into a world-class company in
the years ahead.”
Kiefaber
holds an M.B.A. degree from the University of Colorado and a B.A. degree from
Miami University.
Outlook
Colfax
also reaffirmed its previous 2009 guidance of adjusted earnings per share of
$0.88 to $0.94 and organic sales decline of 8% to 10%. See below for
a discussion of these non-GAAP financial measures.
Conference
Call and Webcast
Colfax
will host a conference call to discuss this announcement today at 9:00 a.m.
ET. The call will be open to the public through (877) 218-1796 or
(706) 679-2386 by entering the following conference ID: 49440740. The
call will also be available via webcast at Colfax's website:
http://www.colfaxcorp.com under the "Investor Relations" section. The
audio of this call will be archived on the website later today and will be
available for 30 days.
Non-GAAP
Financial Measures
Colfax
has provided in this press release estimated adjusted earnings per share and
organic sales growth (decline) for 2009 that have not been prepared in
accordance with GAAP. Adjusted earnings per share exclude actual and estimated
restructuring and other related charges, asbestos coverage litigation expenses
and asbestos liability and defense costs. Organic sales growth (decline)
excludes 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, it removes the impact of changes in our capital structure and asset
base, non-recurring items such as 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 non-GAAP measures to
their most directly comparable GAAP financial measures. A reconciliation of the
non-GAAP financial measures presented above to the comparable GAAP measures have
been provided in the financial tables included in this press
release.
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.
Colfax
Corporation
Reconciliation
of Estimated 2009 Net Income Per Share to Adjusted Net Income Per
Share
Amounts
in Dollars
(unaudited)
EPS Range
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Estimated
net income per share - fully diluted
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$ | 0.46 | $ | 0.52 | ||||
Restructuring
and other related charges incurred as of October 2, 2009
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0.17 | 0.17 | ||||||
Estimated
fourth quarter restructuring and other related charges (1)
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0.06 | 0.06 | ||||||
Asbestos
coverage litigation
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0.19 | 0.19 | ||||||
Asbestos
liability and defense costs (2)
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0.00 | 0.00 | ||||||
Estimated
adjusted net income per share - fully diluted
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$ | 0.88 | $ | 0.94 |
1
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Represents
estimated costs related to restructuring and other related charges
implemented through November 3, 2009. Additional costs for
actions implemented subsequent to this date through December 31, 2009 are
expected to range from $.05 and $.07 per
share.
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2
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Updated
as of November 16, 2009, the filing date of our Form 10-Q for the period
ended October 2, 2009, to include the impact of the favorable court ruling
on October 14, 2009 net of the revaluation of the Company's 15-year
estimate for asbestos-related
liabilities.
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Colfax
Corporation
Sales
Change
(amounts
in millions)
(unaudited)
Sales
Range
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$
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%
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$
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%
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For
the year ended December 31, 2008
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$ | 605 | $ | 605 | ||||||||||||
Components
of change:
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Existing
businesses – estimated
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(59 | ) | -10 | % | (49 | ) | -8 | % | ||||||||
Acquisitions
– estimated
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1 | 0 | % | 1 | 0 | % | ||||||||||
Foreign
currency translation –estimated
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(32 | ) | -5 | % | (32 | ) | -5 | % | ||||||||
Total
– estimated
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(90 | ) | -15 | % | (80 | ) | -13 | % | ||||||||
Estimated
for the year ended December 31, 2009
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$ | 515 | $ | 525 |