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, 2005
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.) |
One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio 44125
(Address of Principal Executive Offices) (ZIP Code)
Registrants Telephone Number, Including Area Code: (440) 753-1490
5885 Landerbrook Drive, Suite 205, Cleveland, Ohio 44124
(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, 2005, there were 5,359,013 outstanding shares of the Companys Common Stock, par value $.01 per share.
Page 1 of 22 sequentially numbered pages.
INDEX
2
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
| March 31, 2005 |
December 31, 2004 | |||||
| (Unaudited) | ||||||
| ASSETS |
||||||
| Current Assets |
||||||
| Cash and cash equivalents |
$ | 8,702 | $ | 14,814 | ||
| Accounts receivable, net |
45,268 | 45,744 | ||||
| Inventories, net |
52,038 | 47,777 | ||||
| Unbilled contract revenue |
19,804 | 10,528 | ||||
| Other current assets |
15,935 | 16,959 | ||||
| Assets held for sale |
3,567 | 3,567 | ||||
| Total Current Assets |
145,314 | 139,389 | ||||
| Property, plant and equipment, net |
42,043 | 41,993 | ||||
| Reorganization value in excess of amounts allocable to identifiable assets |
75,110 | 75,110 | ||||
| Identifiable intangible assets, net |
47,770 | 48,472 | ||||
| Other assets, net |
2,019 | 2,116 | ||||
| TOTAL ASSETS |
$ | 312,256 | $ | 307,080 | ||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||
| Current Liabilities |
||||||
| Accounts payable |
$ | 29,865 | $ | 26,789 | ||
| Customer advances and billings in excess of contract revenue |
15,307 | 15,181 | ||||
| Accrued expenses and other current liabilities |
28,577 | 31,313 | ||||
| Current maturities of long-term debt |
2,851 | 3,005 | ||||
| Total Current Liabilities |
76,600 | 76,288 | ||||
| Long-term debt |
75,909 | 76,406 | ||||
| Other long-term liabilities |
39,374 | 38,746 | ||||
| Shareholders Equity |
||||||
| Common stock, par value $.01 per share 9,500,000 shares authorized, 5,359,013 and 5,358,183 shares issued at March 31, 2005 and December 31, 2004, respectively |
54 | 54 | ||||
| Additional paid-in capital |
90,679 | 90,652 | ||||
| Retained earnings |
28,166 | 22,631 | ||||
| Accumulated other comprehensive income |
1,474 | 2,303 | ||||
| 120,373 | 115,640 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 312,256 | $ | 307,080 | ||
The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles 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)
| Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 |
|||||||
| Sales |
$ | 85,170 | $ | 68,782 | ||||
| Cost of sales |
60,532 | 46,951 | ||||||
| Gross profit |
24,638 | 21,831 | ||||||
| Selling, general and administrative expense |
14,401 | 13,012 | ||||||
| Employee separation and plant closure costs |
604 | 964 | ||||||
| Equity loss in joint venture |
| 51 | ||||||
| 15,005 | 14,027 | |||||||
| Operating income |
9,633 | 7,804 | ||||||
| Other income (expense): |
||||||||
| Interest expense, net |
(1,023 | ) | (1,296 | ) | ||||
| Derivative contracts valuation income (expense) |
38 | (155 | ) | |||||
| Foreign currency (expense) income |
(21 | ) | 176 | |||||
| (1,006 | ) | (1,275 | ) | |||||
| Income from operations before income taxes and minority interest |
8,627 | 6,529 | ||||||
| Income tax expense |
3,071 | 2,446 | ||||||
| Income from operations before minority interest |
5,556 | 4,083 | ||||||
| Minority interest, net of taxes |
21 | 49 | ||||||
| Net income |
$ | 5,535 | $ | 4,034 | ||||
| Net income per common share basic |
$ | 1.03 | $ | 0.75 | ||||
| Net income per common share assuming dilution |
$ | 0.99 | $ | 0.75 | ||||
| Shares used in per share calculations basic |
5,358 | 5,336 | ||||||
| Shares used in per share calculations assuming dilution |
5,609 | 5,357 | ||||||
See accompanying notes to these unaudited condensed consolidated financial statements. 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)
| Three Months Ended March 31, 2005 |
Three Months Ended March 31, 2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 5,535 | $ | 4,034 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
||||||||
| Depreciation and amortization |
1,944 | 2,191 | ||||||
| Employee stock and stock option related compensation expense |
592 | 468 | ||||||
| Employee separation and plant closure costs |
99 | | ||||||
| Other non-cash operating activities |
56 | (45 | ) | |||||
| Increase (decrease) in cash resulting from changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
25 | 554 | ||||||
| Inventory |
(4,261 | ) | (1,085 | ) | ||||
| Unbilled contract revenue and other current assets |
(9,057 | ) | 2,799 | |||||
| Accounts payable and other current liabilities |
676 | (462 | ) | |||||
| Customer advances and billings in excess of contract Revenue |
328 | 836 | ||||||
| Net Cash (Used In) Provided By Operating Activities |
(4,063 | ) | 9,290 | |||||
| INVESTING ACTIVITIES |
||||||||
| Capital expenditures |
(1,734 | ) | (1,091 | ) | ||||
| Other investing activities |
105 | 74 | ||||||
| Net Cash Used In Investing Activities |
(1,629 | ) | (1,017 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Borrowings on revolving credit facilities |
1,029 | | ||||||
| Payments on revolving credit facilities |
(1,029 | ) | | |||||
| Principal payments on long-term debt |
(651 | ) | (632 | ) | ||||
| Proceeds from sale of stock |
| 400 | ||||||
| Debt restructuring related fees paid |
| (1,552 | ) | |||||
| Other financing activities |
27 | | ||||||
| Net Cash Used In Financing Activities |
(624 | ) | (1,784 | ) | ||||
| Net (decrease) increase in cash and cash equivalents |
(6,316 | ) | 6,489 | |||||
| Effect of exchange rate changes on cash |
204 | (302 | ) | |||||
| Cash and cash equivalents at beginning of period |
14,814 | 18,600 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 8,702 | $ | 24,787 | ||||
See accompanying notes to these unaudited condensed consolidated financial statements. 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, 2005
(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 U.S. generally accepted accounting principles 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 U.S. generally accepted accounting principles 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, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
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. On September 15, 2003, the Company 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).
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, 2004.
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. The Company has domestic operations located in seven 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 U.S. generally accepted accounting principles 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.
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, 2005 |
December 31, 2004 | |||||
| Raw materials and supplies |
$ | 25,635 | $ | 22,896 | ||
| Work in process |
13,440 | 16,918 | ||||
| Finished goods |
12,963 | 7,963 | ||||
| $ | 52,038 | $ | 47,777 | |||
Revenue Recognition: For the majority of the Companys products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement, and the selling price to the buyer is fixed or determinable. For heat exchangers, cold boxes, liquefied natural gas fueling stations and engineered tanks, the Company uses the percentage of completion method of accounting. Earned revenue is based on the percentage that incurred costs to date bear to total estimated costs at completion after giving effect to the most current estimates. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Timing of amounts billed on contracts varies from contract to contract and could cause significant variations in working capital needs.
6
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements March 31, 2005
(Dollars and shares in thousands, except per share amounts)
NOTE A Basis of Preparation Continued
Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company records warranty expense in cost of sales. The changes in the Companys consolidated warranty reserve during the three-month periods ended March 31, 2005 and 2004 are as follows:
| Three Months Ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Balance as of January 1 |
$ | 2,812 | $ | 3,208 | ||||
| Warranty expense |
478 | 486 | ||||||
| Warranty usage |
(532 | ) | (457 | ) | ||||
| Balance as of March 31 |
$ | 2,758 | $ | 3,237 | ||||
Reorganization Value in Excess of Amounts Allocable to Identifiable Assets and Other Intangible Assets: In accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, the Company is treating Reorganization Value similar to goodwill and does not amortize it or other indefinite lived intangible assets, but reviews them at least annually for impairment using a measurement date of October 1st. The Company amortizes intangible assets that have finite useful lives over their useful lives.
SFAS No. 142 requires that indefinite lived intangible assets be tested for impairment and that the Reorganization Value be tested for impairment at the reporting unit level on an annual basis. Under SFAS No. 142, a company determines the fair value of any indefinite lived intangible assets, compares the fair value to its carrying value and records an impairment loss if the carrying value exceeds its fair value. Reorganization Value is treated like goodwill and is tested utilizing a two-step approach. After recording any impairment losses for indefinite lived intangible assets, a company is required to determine the fair value of each reporting unit and compare the fair value to its carrying value, including Reorganization Value, of such reporting unit (step one). If the fair value exceeds the carrying value, no impairment loss would be recognized. If the carrying value of the reporting unit exceeds its fair value, the Reorganization Value of the reporting unit may be impaired. The amount of the impairment, if any, would then be measured in step two, which compares the implied fair value of reporting unit Reorganization Value with the carrying amount of that Reorganization Value.
The following table displays the gross carrying amount and accumulated amortization for all intangible assets.
| Estimated |
March 31, 2005 |
December 31, 2004 |
||||||||||||||
| Gross Carrying Amount |
Accumulated Amortization |
Gross Carrying Amount |
Accumulated Amortization |
|||||||||||||
| Finite-lived assets |
||||||||||||||||
| Unpatented technology |
9 years | $ | 3,305 | $ | (540 | ) | $ | 3,305 | $ | (450 | ) | |||||
| Patented technology |
12 years | 3,729 | (529 | ) | 3,729 | (441 | ) | |||||||||
| Patents |
5 years | 540 | (150 | ) | 540 | (125 | ) | |||||||||
| Customer Base |
13 years | 23,960 | (2,994 | ) | 23,960 | (2,495 | ) | |||||||||