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EX-99.2 - EX-99.2 - CHART INDUSTRIES INCd307454dex992.htm

Exhibit 99.1

Chart Industries Reports 2011 Fourth Quarter and Year-End Results

Cleveland, Ohio – February 28, 2012 – 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, 2011. Highlights include:

 

   

Record orders of over $1.0 billion for the full year 2011

 

   

Record sales of $794.6 million, up 43% over full year 2010

 

   

Operating income of $90 million, up 89% over full year 2010

 

   

Backlog of $489 million is at highest level since June 2008

 

   

LNG orders in excess of $190 million to date in 2012

Net income for the fourth quarter of 2011 was $8.4 million, or $0.28 per diluted share. Fourth quarter 2011 earnings would have been $0.51 per diluted share excluding $9.5 million, or $0.23 per diluted share, of refinancing and restructuring costs largely due to the redemption of the Company’s 9 1/8% Senior Subordinated Notes (“Senior Notes”) including a call premium and write-off of previously deferred financing fees, as well as costs associated with acquisitions in our BioMedical and Distribution & Storage (“D&S”) segments. This compares with net income of $9.8 million, or $0.33 per diluted share, for the fourth quarter of 2010. Fourth quarter 2010 earnings would have been $0.36 per share excluding $1.3 million, or $0.03 per diluted share, of restructuring costs associated with acquisitions and asset impairment charges in our BioMedical segment.

Foreign currency losses were $1.8 million for the fourth quarter of 2011, or $0.05 per share, compared with a gain of $0.4 million, or $0.01 per share, in the prior year quarter. The significant euro volatility impacted our European operating results. In addition, we delayed redemption of our Senior Notes for approximately two-and-a-half months following issuance of the Company’s 2.0% Convertible Senior Subordinated Notes (“Convertible Notes”) to realize the benefit of a significant decline in redemption price. This resulted in higher interest expense in the fourth quarter of 2011 of $0.7 million, or $0.02 per share.

Net income for the year 2011 was $44.1 million, or $1.47 per diluted share. Net income for 2011 would have been $1.84 per diluted share excluding $15.7 million, or $0.37 per diluted share, of refinancing and acquisition related costs. In addition, the delayed redemption of our Senior Notes also resulted in higher interest expense for the year of $3.1 million, or $0.07 per share. This compares to net income of $20.2 million, or $0.69 per diluted share, for the year 2010. Net income for 2010 would have been $0.91 per diluted share excluding $8.7 million of refinancing and acquisition related costs.

Net sales for the fourth quarter of 2011 increased 38% to $219.6 million from $158.8 million in the comparable period a year ago. Gross profit for the fourth quarter of 2011 was $64.0 million, or 29.1% of sales, versus $50.6 million, or 31.9% of sales, in the comparable quarter of 2010.


“Record sales and orders led to an excellent year for Chart,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer. “We started three major expansion projects, successfully completed two strategic acquisitions, and added flexibility to our capital structure. The Company is well positioned to take advantage of the continued global natural gas focused energy infrastructure build-out as we enter 2012.”

“During the fourth quarter and into 2012, we have stepped up our investment to capture and execute on natural gas opportunities, which have grown at a pace beyond our expectations. While this has driven some unanticipated costs over the short term, we are laying a strong foundation to meet customers’ needs into the future,” Mr. Thomas said.

Mr. Thomas continued, “Today, we announced that our Energy & Chemicals (“E&C”) business was awarded a contract in excess of $110 million to provide liquefaction equipment for the Wheatstone LNG project in Western Australia. Our order strength in the first quarter 2012 continues at an exceptional rate for LNG opportunities. Between E&C and D&S, we have received over $190 million in new LNG orders during January and February 2012, including this Wheatstone award. We believe investments in global LNG infrastructure project opportunities are at an early stage of a multi-year build-out.”

Backlog at December 31, 2011 was $489.1 million, up 107% from the December 31, 2010 level of $236.4 million, and 4% higher than the backlog of $468.7 million at September 30, 2011. Despite record shipments this year, backlog improved sequentially every quarter in 2011 and ended just below the all-time high set in June 2008. Orders for the fourth quarter of 2011 were $227.4 million, equal with the third quarter of 2011. Backlog is expected to be at a record level at the end of the first quarter 2012, including the LNG orders received during January and February of 2012.

“For the first time in Chart’s history, the Company recorded over $1 billion in annual orders,” said Mr. Thomas. “We attribute that success to our remarkable workforce, which has responded well to rapidly emerging market opportunities. I am particularly pleased to report that, although we are experiencing some softness in Europe related to the regional slowdown, global demand for our products continues to grow and we expect another very good year in 2012.”

Selling, general and administrative (“SG&A”) expenses for the fourth quarter of 2011 increased $5.9 million to $35.2 million compared with the same period in 2010. The increase was largely due to acquisitions as well as employee-related costs, as Chart continues to target additional growth opportunities. SG&A as a percent of sales was 16.0% compared with 18.4% in the prior year quarter.

Interest expense was $9.0 million for the fourth quarter of 2011, which included $2.2 million of non-cash accretion expense associated with the Company’s Convertible Notes. Therefore, cash interest was $6.8 million, which included $5.0 million of additional interest cost associated with the call premium paid upon redemption of the Senior Notes. In addition, as previously mentioned, the delayed redemption of our Senior Notes resulted in higher interest expense in the fourth quarter of 2011 of $0.7 million, or $0.02 per share, and for the year of $3.1 million, or $0.07 per share.


Income tax expense was $2.7 million for the fourth quarter and represented an effective tax rate of 24.8% compared with $4.3 million for the prior year’s fourth quarter, or an effective tax rate of 30.4%. The full year effective tax rate for 2011 was 29.7%, which compares to 28.1% for 2010.

Cash and short-term investments were $256.9 million at December 31, 2011, which compares to $382.0 million at September 30, 2011. In October 2011, $168.1 million of the proceeds received from the August 2011 offering of the Convertible Notes was used to redeem the Senior Notes.

SEGMENT HIGHLIGHTS

E&C segment sales increased 32% to $55.6 million for the fourth quarter of 2011 compared with $42.1 million for the same quarter in the prior year. E&C orders for the fourth quarter of 2011 were $65.2 million, a slight decline from the $73.0 million reported in the third quarter of 2011, however we did receive the recently announced Wheatstone LNG order, in excess of $110 million, in the first quarter of 2012. E&C gross profit margins were 24.8% in the 2011 quarter compared with 26.7% in the same quarter of 2010. Higher volumes in all product lines and cost improvements for air cooled heat exchangers were more than offset by project mix, costs of rapidly increasing production, and the timing of ramp-up on large engineered systems projects.

D&S segment sales improved 48% to $114.4 million for the fourth quarter of 2011 compared with $77.2 million for the same quarter in the prior year. The improvement is due to increased global demand for industrial gas storage and LNG equipment applications. The acquisition of GOFA, which closed in August 2011, contributed $9.6 million to the improvement. D&S gross profit margin declined to 26.6% in the quarter compared with 27.9% a year ago primarily due to growing sales in more competitive regions, in particular China, along with higher costs associated with facility expansions due to order improvement and growing demand for our products.

BioMedical segment sales improved 25% to $49.7 million for the fourth quarter of 2011 compared with $39.6 million for the same quarter in the prior year. This increase is largely due to the SeQual acquisition, which closed in late December 2010, as well as improved volume in both liquid oxygen therapy equipment and biological storage system sales. BioMedical gross profit margin decreased to 39.9% in the quarter compared with 45.1% for the same period in 2010. The decrease is primarily due to changes in product mix, higher warranty costs, and euro weakness.

OUTLOOK

We enter 2012 with a substantial order backlog, solid financial resources, and an attractive portfolio of product solutions to offer our customers in the natural gas, industrial gas, and biomedical industries. With growth in natural gas processing projects driven by development of unconventional, liquids-rich shale gas fields, along with demand for natural gas liquids for use as petrochemical feedstock, and ongoing build-out of LNG liquefaction and transportation infrastructure in both North America and China, we anticipate continued


global interest in our broad scope of natural gas related products. Despite some weakness in Europe, we still believe the natural gas industry is in the beginning stages of a multi-year growth cycle that presents significant opportunities.

Based on our current backlog and order expectations, sales for 2012 are expected to be in a range of $950 million to $1 billion and, including continuing costs related to the ramp-up of the Company’s infrastructure to support future growth, diluted earnings per share are expected to be in a range of $2.60 to $2.90 per share, based on approximately 31 million weighted average shares outstanding.


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 and the vulnerability of those markets to economic downturns; a delay, significant reduction in or loss of purchases by large customers; fluctuations in energy prices; changes in government energy policy or the failure of expected changes in policy to materialize; the potential for negative developments in the natural gas industry related to hydraulic fracturing; competition; economic downturns and deteriorating financial conditions; 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; the Company’s ability to successfully manage its costs and growth, including its ability to successfully manage operational expansions and the challenges and uncertainties associated with efforts to acquire and integrate new product lines or businesses; changes in government healthcare regulations and reimbursement policies; general economic, political, business and market risks associated with the Company’s international operations and transactions; fluctuations in foreign currency exchange and interest rates; financial distress of third parties; 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 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, employment and environmental 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 independent 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.

Use of Non-GAAP Financial Information:

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this news release, certain non-GAAP financial measures as defined by the SEC rules are used. The non-GAAP measures included in this news release have been reconciled to the comparable GAAP measures within an accompanying table, shown on the last page of this news release.

As previously announced, the Company will discuss its fourth quarter and year 2011 results on a conference call on Tuesday, February 28, 2012 at 10:30 a.m. ET. Participants may join the conference call by dialing (877) 317-6789 in the U.S. or (412) 317-6789 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) 344-7529 in the U.S. or (412) 317-0088 outside the U.S. and entering Conference Number 10008379. The telephone replay will be available beginning approximately one hour after the end of the call until 9:00 a.m. ET, Wednesday, March 14, 2012.

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,
 
     2011     2010     2011     2010  

Sales

   $ 219,635      $ 158,838      $ 794,585      $ 555,455   

Cost of sales

     155,636        108,191        549,139        390,156   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     63,999        50,647        245,446        165,299   

Selling, general and administrative expenses

     35,209        29,262        140,535        104,973   

Amortization expense

     3,429        2,822        13,376        11,049   

Asset impairment

     206        464        1,541        1,773   
  

 

 

   

 

 

   

 

 

   

 

 

 
     38,844        32,548        155,452        117,795   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (1)

     25,155        18,099        89,994        47,504   

Other (income) expense:

        

Interest expense and financing cost amortization, net (2)

     12,302        4,205        27,754        19,259   

Gain on acquisition of business

     —          —          —          (1,124

Foreign currency (gain) loss

     1,799        (415     (734     871   
  

 

 

   

 

 

   

 

 

   

 

 

 
     14,101        3,790        27,020        19,006   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes and (3) noncontrolling interest

     11,054        14,309        62,974        28,498   

Income tax expense

     2,738        4,346        18,730        7,993   
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before noncontrolling interest

     8,316        9,963        44,244        20,505   

Noncontrolling interest, net of taxes

     (99     161        168        345   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Chart Industries, Inc.

   $ 8,415      $ 9,802      $ 44,076      $ 20,160   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income per common share - basic

   $ 0.29      $ 0.34      $ 1.51      $ 0.71   

Net income per common share - diluted

   $ 0.28      $ 0.33      $ 1.47      $ 0.69   

Weighted average number of common shares outstanding - basic

     29,395        28,578        29,165        28,534   

Weighted average number of common shares outstanding - diluted

     30,044        29,417        29,913        29,255   

 

(1)

Includes depreciation expense of $4,076 and $3,180 for the three months ended December 31, 2011 and 2010, respectively, and $14,539 and $12,528 for the years ended December 31, 2011 and 2010, respectively.

(2) 

Includes amortization expense and interest expense for the three months and year ended December 31, 2011 of $2,970 for the write-off of the remaining deferred financing fees and $4,964 for the early redemption premium related to the 9-1/8% Senior Subordinated Notes that were redeemed in October 2011. The year ended December 31, 2011 also includes higher interest expense of $3,061 as the new Convertible Notes and existing Senior Notes were both outstanding for approximately two months during the year.

(3) 

Includes restructuring related costs of $9,460 ($0.23 per diluted share) and $15,715 ($0.37 per diluted share) for the three months and year ended December 31, 2011, respectively, and $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. 2011 restructuring charges include refinancing costs including the call premium and deferred financing fee write-off associated with the Senior Notes that were redeemed as a result of the Convertible Notes as well as acquisition related costs for SeQual and GOFA. 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. This is partially offset by the gain on acquisition of business from the Covidien acquisition of $1,124 ($0.04 per diluted share) for the year ended December 31, 2010.


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

     Three Months Ended
December 31,
(Unaudited)
    Year Ended
December 31,
 
     2011     2010     2011     2010  

Net Cash Provided by Operating Activities

   $ 44,615      $ 1,489      $ 81,658      $ 38,574   

Investing Activities

        

Capital expenditures

     (7,219     (5,154     (22,380     (16,939

Acquisition of businesses

     —          (38,700     (37,680     (47,865

Other investing activities

     —          989        388        589   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Cash Used in Investing Activities

     (7,219     (42,865     (59,672     (64,215

Financing Activities

        

Principal payments on debt

     (1,625     (1,625     (6,500     (18,250

Redemption of senior subordinated notes, including call premium

     (168,139     —          (168,139     —     

Proceeds from borrowings

     4,758        —          4,758        —     

Proceeds from convertible debt issuance

     —          —          250,000        —     

Net cost of call options and warrants

     —          —          (17,638     —     

Payment of deferred financing costs

     —          —          (7,277     —     

Option exercise proceeds

     1,926        1,019        7,027        1,063   

Tax benefit from exercise of stock options

     895        —          7,879        —     

Other financing activities

     54        761        (2,399     (2,115
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Cash (Used in) Provided by Financing Activities

     (162,131     155        67,711        (19,302
  

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (124,735     (41,221     89,697        (44,943

Effect of exchange rate changes on cash

     (449     (2,313     2,052        (1,113

Cash and cash equivalents at beginning of period

     382,045        208,646        165,112        211,168   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash And Cash Equivalents At End of Period

   $ 256,861      $ 165,112      $ 256,861      $ 165,112   
  

 

 

   

 

 

   

 

 

   

 

 

 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     December 31,
2011
     December 31,
2010
 

ASSETS

     

Cash and cash equivalents

   $ 256,861       $ 165,112   

Current assets

     340,768         240,984   

Property, plant and equipment, net

     137,301         116,158   

Goodwill

     288,770         275,252   

Identifiable intangible assets, net

     140,553         144,286   

Other assets, net

     10,222         13,047   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 1,174,475       $ 954,839   
  

 

 

    

 

 

 

LIABILITIES & SHAREHOLDERS’ EQUITY

     

Current liabilities

   $ 258,993       $ 164,683   

Current portion of long-term debt

     6,500         6,500   

Long-term debt

     223,224         218,425   

Other long-term liabilities

     72,207         63,857   

Shareholders’ equity

     613,551         501,374   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 1,174,475       $ 954,839   
  

 

 

    

 

 

 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

OPERATING SEGMENTS (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2011     2010     2011     2010  

Sales

        

Energy & Chemicals

   $ 55,619      $ 42,089      $ 205,033      $ 137,801   

Distribution & Storage

     114,366        77,156        390,332        269,293   

BioMedical

     49,650        39,593        199,220        148,361   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 219,635      $ 158,838      $ 794,585      $ 555,455   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

        

Energy & Chemicals

   $ 13,797      $ 11,229      $ 58,977      $ 31,005   

Distribution & Storage

     30,408        21,558        109,306        77,194   

BioMedical

     19,794        17,860        77,163        57,100   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 63,999      $ 50,647      $ 245,446      $ 165,299   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit Margin

        

Energy & Chemicals

     24.8     26.7     28.8     22.5

Distribution & Storage

     26.6     27.9     28.0     28.7

BioMedical

     39.9     45.1     38.7     38.5

Total

     29.1     31.9     30.9     29.8

Operating Income

        

Energy & Chemicals

   $ 5,548      $ 4,962      $ 27,489      $ 6,121   

Distribution & Storage

     16,684        12,387        61,415        41,934   

BioMedical

     11,693        10,743        35,911        30,698   

Corporate

     (8,770     (9,993     (34,821     (31,249
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 25,155      $ 18,099      $ 89,994      $ 47,504   
  

 

 

   

 

 

   

 

 

   

 

 

 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

ORDERS AND BACKLOG (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended     

Year Ended

December 31,

 
     December 31,      September 30,     
     2011      2011      2011      2010  

Orders

           

Energy & Chemicals

   $ 65,181       $ 72,978       $ 392,112       $ 165,827   

Distribution & Storage

     111,435         108,307         435,954         287,819   

BioMedical

     50,757         46,106         203,635         150,864   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 227,373       $ 227,391       $ 1,031,701       $ 604,510   
  

 

 

    

 

 

    

 

 

    

 

 

 

Backlog

           

Energy & Chemicals

   $ 303,490       $ 293,785       $ 303,490       $ 115,972   

Distribution & Storage

     169,246         159,926         169,246         108,665   

BioMedical

     16,332         14,944         16,332         11,779   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 489,068       $ 468,655       $ 489,068       $ 236,416   
  

 

 

    

 

 

    

 

 

    

 

 

 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE

 

     Three Months Ended
December 31
     Twelve Months Ended
December 31
 
     2011      2010      2011      2010  

Earnings per diluted share

   $ 0.28       $ 0.33       $ 1.47       $ 0.69   

Call premium on Senior Notes

     0.12         —           0.12         —     

Write-off of deferred financing fees

     0.07         —           0.07         0.04   

Inventory write-up to fair value

     0.01         —           0.04         0.07   

Asset impairments

     —           0.02         0.03         0.04   

Bargain purchase gain

     —           —           —           (0.04

Other restructuring/acquisition costs

     0.03         0.01         0.11         0.11   
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted earnings per diluted share

   $ 0.51       $ 0.36       $ 1.84       $ 0.91