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8-K - CURRENT REPORT - CHART INDUSTRIES INCd8k.htm
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Exhibit 99.1

Chart Industries Reports 2010 Fourth Quarter and Year-End Results

Cleveland, Ohio – February 24, 2011 - Chart Industries, Inc. (NASDAQ: GTLS), a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, today reported results for the fourth quarter and year ended December 31, 2010. Highlights include:

 

   

Sales up 22% over 4th quarter 2009

 

   

Backlog improves 28% compared to 12/31/09

 

   

4th quarter 2010 orders improve 24% vs. 3rd quarter 2010 orders

 

   

Completed acquisition of SeQual during the quarter

 

   

Received NRU order in excess of $90 million in early 2011

Net income for the fourth quarter of 2010 was $9.8 million, or $0.33 per diluted share. This compares with $15.5 million, or $0.53 per diluted share, for the fourth quarter of 2009. The fourth quarter of 2010 included $1.3 million or $0.03 per diluted share in restructuring costs associated with the announced shutdown of the Plainfield, Indiana facility acquired from Covidien in 2009, costs associated with the SeQual acquisition completed during the fourth quarter of 2010, and asset impairment charges. The fourth quarter of 2009 included several items that favorably impacted pre-tax income by $4.0 million, or $0.15 per diluted share, including a bargain purchase gain from the Covidien acquisition partially offset by restructuring and acquisition-related costs.

Fourth quarter 2010 earnings would have been $0.36 per diluted share excluding the $0.03 per share of restructuring, acquisition, and impairment related costs. Fourth quarter of 2009 earnings would have been $0.38 per share excluding the 2009 items mentioned above.

Net sales for the fourth quarter of 2010 increased 22% to $158.8 million from $130.3 million in the comparable period a year ago. Gross profit for the fourth quarter of 2010 was $50.6 million, or 32% of sales, versus $43.9 million, or 34% of sales, in the comparable quarter of 2009.

“2010 was a transitional year for Chart, with our financial performance improving each quarter as we expected, due to improving global markets across all our business segments,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer. “Fourth quarter orders were the strongest quarterly intake since the second quarter of 2008. In addition, fourth quarter orders improved 24% over a strong third quarter order level, and we finished the year with our best quarterly profit performance for 2010.”

Mr. Thomas continued, “The recently announced Nitrogen Rejection Unit (“NRU”) order in excess of $90 million signals the return of large project work in our Energy & Chemicals (“E&C”) business and is a strong validation of the significant quote activity we have seen


over the last year. We remain optimistic about additional large project opportunities in the E&C business. In our BioMedical segment, the SeQual acquisition, completed in late December 2010, expands our respiratory product offering with a portable oxygen concentrator. This product is experiencing the highest growth rate among our respiratory products and takes advantage of Chart’s existing distribution network to drive incremental sales. We will continue to focus on acquisitions with above average growth potential going forward.”

Backlog at December 31, 2010 was $236.4 million, up 28% from the December 31, 2009 level of $185.1 million, and 11% higher than the backlog of $212.6 million at September 30, 2010. Orders for the fourth quarter of 2010 were $182.2 million compared with third quarter 2010 orders of $146.8 million, an improvement of $35.4 million or 24%.

“The order improvement was led by our E&C business, where natural gas processing and natural gas liquids recovery projects continue to provide order opportunities, particularly in North America.” said Mr. Thomas. “In addition, December monthly order intake in our Distribution & Storage (“D&S”) operations was the strongest in two and a half years, led by mobile equipment and engineered system products. With customer-owned inventory at Chart sites down to very low levels, we have started to see an increase in bulk and transportable equipment orders, which also contributed to the improvement during the quarter.”

Selling, general and administrative (“SG&A”) expenses for the fourth quarter of 2010 increased $3.9 million to $29.3 million, or 18% of sales compared with the same period in 2009. This was primarily due to acquisition and employee-related costs, as we continue to grow the business and target additional LNG growth opportunities.

Income tax expense was $4.3 million for the fourth quarter and represented an effective tax rate of 30% compared with $2.1 million for the prior year’s fourth quarter, or an effective tax rate of 12%. The full year effective tax rate for 2010 was 28%, the same as for 2009. The fourth quarter 2009 effective tax rate was lower primarily due to a permanent tax difference on the bargain purchase gain associated with the November 2009 Covidien acquisition. The 2009 effective tax rate, excluding the bargain purchase gain, would have been approximately 31% for the full year.

Cash and short-term investments were $165.1 million and net debt was $60 million at December 31, 2010. Major uses of cash during the quarter included $39 million for the acquisition of SeQual, which closed in late December 2010, and $5 million for capital expenditures, largely for the new BioMedical facility in Canton, Georgia.

SEGMENT HIGHLIGHTS

E&C segment sales declined 5% to $42.1 million for the fourth quarter of 2010, compared with $44.1 million for the same quarter in the prior year. Although fourth quarter orders in E&C were the strongest since the second quarter of 2008, given the longer term nature of its projects revenue recognition is delayed under percentage of completion accounting.


E&C gross profit margin declined to 27% in the 2010 quarter compared with 37% in the same quarter in 2009. Improvements in Brazed Aluminum Heat Exchanger margins were more than offset by lower Systems margins due to project mix and successful completion of several large projects in the prior year quarter. However, E&C’s gross profit margin of 27% for fourth quarter 2010 was an improvement over the profit margin in all prior quarters in 2010.

D&S segment sales improved by 29% to $77.2 million for the fourth quarter of 2010, compared with $59.8 million for the same quarter in the prior year. The increase in sales was largely due to improved volume across most product lines, especially in China. We continue to see strong order trends in all market segments led by our industrial gas customers. D&S gross profit margin declined to 28% in the quarter compared with 32% a year ago largely due to higher material costs and warranty expense.

BioMedical segment sales improved 50% to $39.6 million for the fourth quarter of 2010, compared with $26.4 million for the same quarter in the prior year. This increase is largely due to the acquisition of Covidien’s oxygen therapy business, which closed in late November 2009. BioMedical gross profit margin increased to 45% in the quarter compared with 33% for the same period in 2009. Favorable volume and mix in the current quarter and higher restructuring-related costs in the prior year quarter impacted margins including higher cost of sales due to the write-up of inventory to fair value in the Covidien transaction. BioMedical’s fourth quarter gross profit margin was higher than the profit margins in all prior quarters in 2010, as the prior quarters included significant restructuring and acquisition-related costs.

OUTLOOK

Global markets are expected to continue their recovery during 2011 with the return of significant project work in our E&C business and continued growth in LNG-related orders in our D&S business. Order rates improved throughout 2010, and this is expected to continue in 2011. Based on our current backlog and order expectations, 2011 net sales are expected to be in a range of $710 to $750 million. Diluted earnings per share for 2011 are expected to be in a range of $1.50 to $1.70 per share based on approximately 29.5 million weighted average shares outstanding. Included in our 2011 earnings estimates are approximately $0.20 per diluted share for anticipated restructuring charges for the recently completed SeQual acquisition and trailing costs associated with the shutdown of the Plainfield, Indiana facility acquired from Covidien. Excluding these charges, earnings would be expected to fall in a range of $1.70 to $1.90 per share.


FORWARD-LOOKING STATEMENTS

Certain statements made in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company’s plans, objectives, future orders, revenues, earnings or performance, liquidity and cash flow, capital expenditures, business trends, and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance”, “continue,” or the negative of such terms or comparable terminology. Forward-looking statements contained in this news release or in other statements made by the Company are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those matters expressed or implied by forward-looking statements. These factors and uncertainties include, among others, the following: the cyclicality of the markets that the Company serves; a delay, significant reduction in or loss of purchases by large customers; fluctuations in energy prices and changes in government energy policy; uncertainties associated with pending legislative initiatives for the use of natural gas as a transportation fuel; competition; the negative impacts of downturns in economic and financial conditions on our business; our ability to manage our fixed-price contract exposure; our reliance on key suppliers and potential supplier failures or defects; the modification or cancellation of orders in our backlog; changes in government healthcare regulations and reimbursement policies; general economic, political, business and market risks associated with the Company’s global operations; fluctuations in foreign currency exchange and interest rates; the Company’s ability to successfully manage its costs and growth, including its ability to successfully manage operational expansions and the challenges associated with efforts to acquire and integrate new product lines or businesses; the impact of the financial distress of third parties; the loss of key employees and deterioration of employee or labor relations; the pricing and availability of raw materials; the regulation of our products by the U.S. Food & Drug Administration and other governmental authorities; potential future charges to income associated with potential impairment of the Company’s significant goodwill and other intangibles; the cost of compliance with environmental, health and safety laws; additional liabilities related to taxes; the impact of severe weather; litigation and disputes involving the Company, including product liability, contract, warranty, intellectual property and employment claims; and volatility and fluctuations in the price of the Company’s stock. For a discussion of these and additional factors that could cause actual results to differ from those described in the forward-looking statements, see the Company’s filings with the Securities and Exchange Commission, including Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement.

Chart is a leading global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Chart’s products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are


energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more information, visit: http://www.chart-ind.com.

As previously announced, the Company will discuss its fourth quarter and year 2010 results on a conference call on Thursday, February 24, 2011 at 10:30 a.m. ET. Participants may join the conference call by dialing (877) 485-3104 in the U.S. or (201) 689-8579 from outside the U.S. A live webcast presentation will also be accessible at 10:30 a.m. ET at http://www.chart-ind.com. Please log-in or dial-in at least five minutes prior to the start time.

A taped replay of the conference call will be archived on the Company’s website, www.chart-ind.com, approximately one hour after the call concludes. You may also listen to a taped replay of the conference call by dialing (877) 660-6853 in the U.S. or (201) 612-7415 outside the U.S. and entering Account Code 356 and Pass Code 366869. The telephone replay will be available beginning approximately one hour after the end of the call until 11:59 p.m. ET, Thursday, March 10, 2011.

For more information, click here:

http://www.b2i.us/irpass.asp?BzID=1444&to=ea&Nav=0&S=0&L=1

 

Contact:         
Michael F. Biehl    or       Kenneth J. Webster
Executive Vice President,          Vice President, Chief Accounting Officer and
Chief Financial Officer and Treasurer          Controller
216-626-1216          216-626-1216
michael.biehl@chart-ind.com          ken.webster@chart-ind.com


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

     Three Months Ended
December 31,
(Unaudited)
    Year Ended
December 31,
 
     2010     2009     2010     2009  

Sales (1)

   $ 158,838      $ 130,306      $ 555,455      $ 597,458   

Cost of sales (1)

     108,191        86,388        390,156        395,577   
                                

Gross profit

     50,647        43,918        165,299        201,881   

Selling, general and administrative expenses

     29,262        25,361        104,973        95,601   

Amortization expense

     2,822        2,704        11,049        10,716   

Asset impairment

     464        893        1,773        1,230   
                                
     32,548        28,958        117,795        107,547   
                                

Operating income (2)

     18,099        14,960        47,504        94,334   

Other (income) expense:

        

Interest expense and financing cost amortization, net

     4,205        4,463        19,259        17,433   

Gain on acquisition of business

     —          (6,954     (1,124     (6,954

Foreign currency (gain) loss

     (415     (252     871        (687
                                
     3,790        (2,743     19,006        9,792   
                                

Income before income taxes and (3) noncontrolling interest

     14,309        17,703        28,498        84,542   

Income tax expense

     4,346        2,131        7,993        23,386   
                                

Income before noncontrolling interest

     9,963        15,572        20,505        61,156   

Noncontrolling interest, net of taxes

     161        47        345        145   
                                

Net income attributable to Chart Industries, Inc.

   $ 9,802      $ 15,525      $ 20,160      $ 61,011   
                                

Net income per common share - basic

   $ 0.34      $ 0.54      $ 0.71      $ 2.14   

Net income per common share - diluted

   $ 0.33      $ 0.53      $ 0.69      $ 2.11   

Weighted average number of common shares outstanding - basic

     28,578        28,497        28,534        28,457   

Weighted average number of common shares outstanding - diluted

     29,417        29,101        29,255        28,981   

 

(1)

Shipping and handling costs of $1,456 and $5,942 for the three months and year ended December 31, 2009 which were previously netted in sales have been reclassified to cost of sales. The reclassification has no impact on gross profit, operating income or net income for the periods presented.

(2)

Includes depreciation expense of $3,180 and $2,771 for the three months ended December 31, 2010 and 2009, respectively, and $12,528 and $10,696 for the years ended December 31, 2010 and 2009, respectively.

(3)

Includes restructuring related costs of $1,314 ($0.03 per diluted share) and $8,743 ($0.22 per diluted share) for the three months and year ended December 31, 2010, respectively, and $3,042 ($0.09 per diluted share) and $8,726 ($0.22 per diluted share) for the three months and year ended December 31, 2009, respectively. 2010 restructuring charges include acquisition related costs associated with the shutdown of the Plainfield, Indiana facility, write up of inventory to fair value, as well as impairment charges and write-off of deferred financing fees with the Senior Credit Facility refinancing. 2009 restructuring charges include costs associated with planned work force reductions, the Denver, Colorado facility shutdown, as well as impairment charges and write up of inventory to fair value in the Covidien acquisition. This is partially offset by gains on acquisition of business from the Covidien acquisition of $1,124 ($0.04 per diluted share) and $6,954 ($0.24 per diluted share) for the years ended December 31, 2010 and 2009, respectively.


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

     Three Months Ended
December 31,
(Unaudited)
    Year Ended
December 31,
 
     2010     2009     2010     2009  

Net Cash Provided by Operating Activities

   $ 1,489      $ 10,344      $ 38,574      $ 86,926   

Investing Activities

        

Capital expenditures

     (5,154     (3,786     (16,939     (13,190

Short term investments

     —          30,229        —          32,264   

Acquisition of business

     (38,700     (10,029     (47,865     (18,086

Other investing activities

     989        (2,139     589        (1,790
                                

Net Cash Provided by (Used in) Investing Activities

     (42,865     14,275        (64,215     (802

Financing Activities

        

Principal payments on debt

     (1,625     —          (18,250     —     

Option exercise proceeds

     1,019        8        1,063        746   

Other financing activities

     761        (85     (2,115     30   
                                

Net Cash Provided by (Used in) Financing Activities

     155        (77     (19,302     776   
                                

Net increase (decrease) in cash and cash equivalents

     (41,221     24,542        (44,943     86,900   

Effect of exchange rate changes on cash

     (2,313     (2,541     (1,113     2,103   

Cash and cash equivalents at beginning of period

     208,646        189,167        211,168        122,165   
                                

Cash And Cash Equivalents At End of Period

   $ 165,112      $ 211,168      $ 165,112      $ 211,168   
                                


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     December 31,
2010
     December 31,
2009
 

ASSETS

     

Cash and cash equivalents

   $ 165,112       $ 211,168   

Current assets

     240,984         203,236   

Property, plant and equipment, net

     116,158         111,153   

Goodwill

     275,252         264,532   

Identifiable intangible assets, net

     144,286         123,773   

Other assets, net

     13,047         12,641   
                 

TOTAL ASSETS

   $ 954,839       $ 926,503   
                 

LIABILITIES & SHAREHOLDERS’ EQUITY

     

Current liabilities

   $ 164,683       $ 143,937   

Current portion of long-term debt

     6,500         —     

Long-term debt

     218,425         243,175   

Other long-term liabilities

     63,857         62,145   

Shareholders’ equity

     501,374         477,246   
                 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 954,839       $ 926,503   
                 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

OPERATING SEGMENTS (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2010     2009     2010     2009  

Sales

        

Energy & Chemicals

   $ 42,089      $ 44,122      $ 137,801      $ 255,074   

Distribution & Storage

     77,156        59,828        269,293        252,197   

BioMedical

     39,593        26,356        148,361        90,187   
                                

Total

   $ 158,838      $ 130,306      $ 555,455      $ 597,458   
                                

Gross Profit

        

Energy & Chemicals

   $ 11,229      $ 16,172      $ 31,005      $ 94,652   

Distribution & Storage

     21,558        18,937        77,194        74,119   

BioMedical

     17,860        8,809        57,100        33,110   
                                

Total

   $ 50,647      $ 43,918      $ 165,299      $ 201,881   
                                

Gross Profit Margin

        

Energy & Chemicals

     26.7     36.7     22.5     37.1

Distribution & Storage

     27.9     31.7     28.7     29.4

BioMedical

     45.1     33.4     38.5     36.7

Total

     31.9     33.7     29.8     33.8

Operating Income

        

Energy & Chemicals

   $ 4,962      $ 7,720      $ 6,121      $ 61,852   

Distribution & Storage

     12,387        9,879        41,934        39,888   

BioMedical

     10,743        2,512        30,698        15,912   

Corporate

     (9,993     (5,151     (31,249     (23,318
                                

Total

   $ 18,099      $ 14,960      $ 47,504      $ 94,334   
                                


CHART INDUSTRIES, INC. AND SUBSIDIARIES

ORDERS AND BACKLOG (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended      Year Ended  
     December 31,      September 30,      December 31,  
     2010      2010      2010      2009  

Orders

           

Energy & Chemicals

   $ 57,686       $ 32,305       $ 165,827       $ 75,788   

Distribution & Storage

     86,579         74,285         287,819         208,851   

BioMedical

     37,925         40,186         150,864         92,746   
                                   

Total

   $ 182,190       $ 146,776       $ 604,510       $ 377,385   
                                   

Backlog

           

Energy & Chemicals

   $ 115,972       $ 100,369       $ 115,972       $ 87,816   

Distribution & Storage

     108,665         99,116         108,665         87,727   

BioMedical

     11,779         13,161         11,779         9,518   
                                   

Total

   $ 236,416       $ 212,646       $ 236,416       $ 185,061