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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission File Number 1-11442

 


 

CHART INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   34-1712937

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

5885 Landerbrook Dr., Suite 205, Cleveland, Ohio 44124

(Address of Principal Executive Offices) (ZIP Code)

 

Registrant’s Telephone Number, Including Area Code: (440) 753-1490

 

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  x    No  ¨

 

At March 31, 2004, there were 5,354,128 outstanding shares of the Company’s Common Stock, par value $.01 per share.

 



Table of Contents

CHART INDUSTRIES, INC.

 

INDEX

 

Part I. Financial Information     

Item 1:

  Financial Statements    Page
   

Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003

   3
    Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003    4
    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003    5
   

Notes to Unaudited Condensed Consolidated Financial Statements

   6-14

Item 2:

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   15-20

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

   21

Item 4:

 

Controls and Procedures

   21
Part II. Other Information     

Item 1:

 

Legal Proceedings

   22

Item 2:

 

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

   22

Item 6:

 

Exhibits and Reports on Form 8-K

   23

Signatures

   24

Exhibit Index

   25

 

2


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

 

     March 31,
2004


    December 31,
2003


     (Unaudited)      

ASSETS

              

Current Assets

              

Cash and cash equivalents

   $ 24,787     $ 18,600

Accounts receivable, net

     39,695       39,806

Inventories, net

     35,873       34,788

Other current assets

     27,003       29,983

Assets held for sale

     5,178       550
    


 

Total Current Assets

     132,536       123,727

Property, plant and equipment, net

     41,052       45,762

Reorganization value in excess of amounts allocable to identifiable assets

     76,540       76,540

Identifiable intangible assets, net

     50,579       51,281

Other assets, net

     1,912       2,327
    


 

TOTAL ASSETS

   $ 302,619     $ 299,637
    


 

LIABILITIES AND SHAREHOLDERS’ EQUITY

              

Current Liabilities

              

Accounts payable

   $ 20,509     $ 22,297

Customer advances and billings in excess of contract revenue

     8,414       7,250

Accrued expenses and other current liabilities

     28,833       28,419

Current maturities of long-term debt

     3,740       3,480
    


 

Total Current Liabilities

     61,496       61,446

Long-term debt

     108,189       109,081

Other long-term liabilities

     38,276       38,303

Shareholders’ Equity

              

Common stock, par value $.01 per share – 9,500,000 shares authorized, 5,354,128 and 5,325,331 shares issued at March 31, 2004 and December 31, 2003, respectively

     54       53

Additional paid-in capital

     90,679       89,812

Retained earnings

     4,065       31

Accumulated other comprehensive (loss) income

     (140 )     911
    


 

       94,658       90,807
    


 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 302,619     $ 299,637
    


 

 

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3


Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Dollars and shares in thousands, except per share amounts)

 

    

Reorganized

Company


   

Predecessor

Company


 
     Three Months
Ended March 31,
2004


    Three Months
Ended March 31,
2003


 

Sales

   $ 68,782     $ 61,944  

Cost of sales

     46,951       45,850  
    


 


Gross profit

     21,831       16,094  
 

Selling, general and administrative expense

     13,012       14,801  

Employee separation and plant closure costs

     964       766  

Loss on insolvent subsidiary

             13,682  

Equity loss in joint venture

     51       3  
    


 


       14,027       29,252  
    


 


Operating income (loss)

     7,804       (13,158 )
 

Other income (expense):

                

Gain on sale of assets

             182  

Interest expense, net

     (1,296 )     (4,015 )

Financing costs amortization expense

             (817 )

Derivative contracts valuation expense

     (155 )     (178 )

Foreign currency income (expense)

     176       (50 )
    


 


       (1,275 )     (4,878 )
    


 


Income (loss) from continuing operations before income taxes and
minority interest

     6,529       (18,036 )
 

Income tax expense

     2,446       409  
    


 


Income (loss) from continuing operations before minority interest

     4,083       (18,445 )
 

Minority interest, net of taxes

     49       3  
    


 


Income (loss) from continuing operations

     4,034       (18,448 )
 

Income from discontinued operation, net of tax

             370  
    


 


Net income (loss)

   $ 4,034     $ (18,078 )
    


 


Net income (loss) from continuing operations per common share – basic
and assuming dilution

   $ 0.75     $ (0.71 )

Income from discontinued operation

             0.01  
    


 


Net income (loss) per common share – basic and assuming dilution

   $ 0.75       (0.70 )
    


 


Shares used in per share calculations — basic

     5,336       25,867  
    


 


Shares used in per share calculations – assuming dilution

     5,357       25,867  
    


 


 

See accompanying notes to these unaudited condensed consolidated financial statements, including Note A – Basis of Preparation, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

4


Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

 

    

Reorganized

Company


    Predecessor
Company


 
     Three Months
Ended March 31,
2004


    Three Months
Ended March 31,
2003


 

OPERATING ACTIVITIES

                

Income (loss) from continuing operations

   $ 4,034     $ (18,448 )

Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:

                

Loss on insolvent subsidiary

             13,682  

Gain on sale of assets

             (182 )

Depreciation and amortization

     2,191       2,521  

Financing costs amortization

             817  

Debt restructuring related fees expensed

             814  

Employee stock and stock option related compensation
expense

     468          

Employee separation and plant closure costs

             357  

Other non-cash operating activities

     (45 )     316  

Increase (decrease) in cash resulting from changes in
operating assets and liabilities:

                

Accounts receivable

     554       1,111  

Inventory and other current assets

     1,714       4,261  

Accounts payable and other current liabilities

     (462 )     1,722  

Customer advances and billings in excess of contract
revenue

     836       (1,292 )
    


 


Net Cash Provided By Operating Activities

     9,290       5,679  
 

INVESTING ACTIVITIES

                

Capital expenditures

     (1,091 )     (515 )

Proceeds from sale of assets

             225  

Other investing activities

     74       376  
    


 


Net Cash (Used In) Provided By Investing Activities

     (1,017 )     86  
 

FINANCING ACTIVITIES

                

Borrowings on revolving credit facilities

             8,008  

Payments on revolving credit facilities

             (7,580 )

Principal payments on long-term debt

     (632 )     (171 )

Proceeds from sale of stock

     400          

Debt restructuring related fees paid

     (1,552 )     (814 )

Other financing activities

             (41 )
    


 


Net Cash Used In Financing Activities

     (1,784 )     (598 )
    


 


Cash flow provided by continuing operations

     6,489       5,167  

Cash flow provided by discontinued operation

             1,270  
    


 


Net increase in cash and cash equivalents

     6,489       6,437  

Effect of exchange rate changes on cash

     (302 )     (48 )

Cash and cash equivalents at beginning of period

     18,600       7,225  
    


 


CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 24,787     $ 13,614  
    


 


 

See accompanying notes to these unaudited condensed consolidated financial statements, including Note A – Basis of Preparation, describing the Reorganized Company and Predecessor Company. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5


Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements — March 31, 2004

(Dollars and shares in thousands, except per share amounts)

 

NOTE A — Basis of Preparation

 

The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain prior year amounts have been reclassified to conform to the current year presentation. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Nature of Operations: The Company is a leading global supplier of standard and custom-engineered products and systems serving a wide variety of low-temperature and cryogenic applications. The Company has developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero. The majority of the Company’s products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid-gas supply chain for the purification, liquefaction, distribution, storage and use of industrial gases and hydrocarbons. Headquartered in Cleveland, Ohio, the Company has domestic operations located in eight states and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom.

 

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Investments in affiliates where the Company’s ownership is between 20 percent and 50 percent, or where the Company does not have control but has the ability to exercise significant influence over operations or financial policy, are accounted for under the equity method. The Company’s Chart Heat Exchangers Limited (“CHEL”) subsidiary, which is 100 percent owned by the Company, filed for a voluntary administration under the U.K. Insolvency Act 1986, as more fully described in Note G. Because CHEL is not under the control of the Company subsequent to March 28, 2003, the unaudited condensed consolidated financial statements do not include the accounts or results of CHEL subsequent to March 28, 2003.

 

Basis of Presentation: On July 8, 2003, the Company and all of its then majority-owned U.S. subsidiaries filed voluntary petitions for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code to implement an agreed upon senior debt restructuring plan through a pre-packaged plan of reorganization. None of the Company’s non-U.S. subsidiaries were included in the filing in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On September 15, 2003, the Company (as reorganized, the “Reorganized Company” or “Reorganized Chart”) and all of its then majority-owned U.S. subsidiaries emerged from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged Reorganization Plan of Chart Industries, Inc. and Certain Subsidiaries, dated September 3, 2003 (the “Reorganization Plan”), which the Bankruptcy Court confirmed by an order entered on September 4, 2003. Under the Reorganization Plan, the Company’s senior debt of $255,746 and related interest and fees of $1,861 were converted into a $120,000 secured term loan, with the balance of the existing senior debt being cancelled in return for an initial 95 percent equity ownership position in the Reorganized Company, and Chart’s $40,000 secured debtor-in-possession financing facility was amended and restated as a $40,000 post-bankruptcy secured revolving credit facility. On September 15, 2003, all of the Company’s common stock, warrants, options and other rights to acquire the Company’s common stock were cancelled, and the Company’s former stockholders received five percent of the initial equity of the Reorganized Company and the opportunity to acquire up to an additional five percent of equity through the exercise of new warrants.

 

The Company’s emergence from Chapter 11 bankruptcy proceedings resulted in a new reporting entity and the adoption of fresh-start accounting in accordance with the American Institute of Certified Public Accountants (“AICPA”) Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) (“Fresh-Start accounting”). The Company used September 30, 2003 as the date for adopting Fresh-Start accounting in order to coincide with the Company’s normal financial closing for the month of September 2003. Upon adoption of Fresh-Start accounting, a new reporting entity was deemed to be created and the recorded amounts of assets and liabilities were adjusted to reflect their estimated fair values. Accordingly, the reported historical financial statements of the Company prior to the adoption of Fresh-Start accounting (the “Predecessor Company”) for periods ended prior to September 30, 2003 are not necessarily comparable to those of the Reorganized Company. In this Quarterly Report on Form 10-Q, references to the Company’s three-month period ended March 31, 2003 refer to the Predecessor Company.

 

6


Table of Contents

CHART INDUSTRIES, INC. AND SUBSIDIARIES

Notes to Unaudited Condensed Consolidated Financial Statements — March 31, 2004

(Dollars and shares in thousands, except per share amounts)

 

NOTE A — Basis of Preparation – Continued

 

Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The components of inventory are as follows:

 

     March 31,
2004


   December 31,
2003


Raw materials and supplies

   $ 14,453    $ 15,143