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)
Registrants 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 Companys Common Stock, par value $.01 per share.
INDEX
2
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
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 |
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 |
$ | 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
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 |
468 | |||||||
| Employee separation and plant closure costs |
357 | |||||||
| Other non-cash operating activities |
(45 | ) | 316 | |||||
| Increase (decrease) in cash resulting from changes in |
||||||||
| 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 |
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
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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Charts $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 Companys common stock, warrants, options and other rights to acquire the Companys common stock were cancelled, and the Companys 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 Companys 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 Companys 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 Companys three-month period ended March 31, 2003 refer to the Predecessor Company.
6
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 | ||