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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, 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)

 

Registrant’s 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 Company’s Common Stock, par value $.01 per share.

 

Page 1 of 22 sequentially numbered pages.

 



Table of Contents

CHART INDUSTRIES, INC.

 

INDEX

 

     Page

Part I. Financial Information     

Item 1: Financial Statements

    

Condensed Consolidated Balance Sheets as of March 31, 2005 and December 31, 2004

   3

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004

   4

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004

   5

Notes to Unaudited Condensed Consolidated Financial Statements

   6-13

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

   14-18

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   18

Item 4: Controls and Procedures

   19
Part II. Other Information     

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

   19

Item 5: Other Information

   19

Item 6: Exhibits

   20

Signatures

   21

Exhibit Index

   22

 

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,
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


Table of Contents

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


Table of Contents

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


Table of Contents

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 Company’s 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 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. 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 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.

 

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 Company’s 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.

 

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Table of Contents

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 Company’s 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
Useful Life


   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 )