UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2013
CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation)
1-12815 | N.A. |
(Commission File Number) | (IRS Employer Identification No.) |
Oostduinlaan 75 | |
2596JJ The Hague | |
The Netherlands | N.A. |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: 31-70-373-2010
N.A.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
¨ | Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
(a) On July 30, 2013, Chicago Bridge & Iron Company N.V. issued a press release announcing financial results for the quarter ended June 30, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1 – Press Release dated July 30, 2013 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CHICAGO BRIDGE & IRON COMPANY N.V. | ||
By: | Chicago Bridge & Iron Company B.V. | |
Its: | Managing Director | |
Date: July 30, 2013 | By: | /s/ Ronald A. Ballschmiede |
Ronald A. Ballschmiede | ||
Managing Director | ||
(Principal Financial Officer) |
EXHIBIT INDEX
Exhibit Number | Exhibit Description |
99.1 | Press release dated July 30, 2013 |
CB&I Reports Strong 2013 Second Quarter Results
THE WOODLANDS, Texas, July 30, 2013 /PRNewswire/ -- CB&I (NYSE: CBI) today reported net income for the second quarter of $106.0 million, or $0.98 per diluted share, including the after tax impact of acquisition-related costs of $6.3 million, or $0.06 per diluted share. Revenue for the second quarter was $2.9 billion with new awards of $2.5 billion, resulting in a backlog of $24.5 billion.
"I am pleased to report that CB&I delivered strong execution in the second quarter," said Philip K. Asherman, President and CEO. "The company continued to deliver growth in revenue and income from operations. Revenue was up 119% from $1.3 billion in the second quarter 2012, and adjusted income from operations was $195.4 million, up 87% from the comparable period last year. CB&I reported second quarter adjusted earnings per share of $1.04."
"Our operational execution and financial performance have been trending as expected, and the market momentum continues but with timing of anticipated major EPC awards and delays due to governmental approvals, we have adjusted our new awards guidance for the year, and maintain our guidance for revenue and adjusted earnings per share," continued Asherman.
CB&I's updated guidance for 2013 is:
New Awards: | $11.0 - $15.0 billion |
|
|
Revenue: | $10.7 - $11.2 billion |
|
|
Adjusted Earnings per Share: | $4.00 - $4.35 |
Earnings Conference Call
CB&I will host a webcast on July 30 at 4:00 p.m. CDT (5:00 p.m. EDT) to discuss financial and operating results, and answer questions from investors. The webcast will be available on the Investor Relations page of www.CBI.com.
About CB&I
CB&I (NYSE: CBI) is the most complete energy infrastructure focused company in the world and a major provider of government services. Drawing upon more than a century of experience and the expertise of approximately 50,000 employees, CB&I provides reliable solutions while maintaining a relentless focus on safety and an uncompromising standard of quality. For more information, visit www.CBI.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements regarding CB&I and represents our expectations and beliefs concerning future events. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties. When considering any statements that are predictive in nature, depend upon or refer to future events or conditions, or use or contain words, terms, phrases or expressions such as "achieve," "forecast," "plan," "propose," "strategy," "envision," "hope," "will," "continue," "potential," "expect," "believe," "anticipate," "project," "estimate," "predict," "intend," "should," "could," "may," "might" or similar forward-looking statements, we refer you to the cautionary statements concerning risk factors and "Forward-Looking Statements" described under "Risk Factors" in Item 1A of our Annual Report filed on Form 10-K filed with the SEC for the year ended December 31, 2012, and any updates to those risk factors or "Forward-Looking Statements" included in our subsequent Quarterly Reports on Form 10-Q filed with the SEC, which cautionary statements are incorporated herein by reference.
CHICAGO BRIDGE & IRON COMPANY N.V. | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||
(in thousands, except per share data) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months |
| Six Months | ||||
|
|
|
| Ended June 30, |
| Ended June 30, | ||||
|
|
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
|
|
|
|
|
|
|
|
|
|
|
Revenue |
| $ 2,850,791 |
| $ 1,299,529 |
| $ 5,102,220 |
| $ 2,500,796 | ||
Cost of revenue |
| 2,553,700 |
| 1,140,644 |
| 4,558,985 |
| 2,188,647 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
| 297,091 |
| 158,885 |
| 543,235 |
| 312,149 |
|
| % of Revenue |
| 10.4% |
| 12.2% |
| 10.6% |
| 12.5% |
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expense |
| 92,897 |
| 52,392 |
| 186,865 |
| 115,624 | ||
|
| % of Revenue |
| 3.3% |
| 4.0% |
| 3.7% |
| 4.6% |
|
|
|
|
|
|
|
|
|
|
|
Intangibles amortization |
| 16,083 |
| 6,037 |
| 25,271 |
| 12,129 | ||
Equity earnings |
| (5,918) |
| (4,010) |
| (10,403) |
| (5,810) | ||
Other operating income, net |
| (1,367) |
| (173) |
| (1,664) |
| (238) | ||
Acquisition-related costs |
| 9,964 |
| 1,500 |
| 71,220 |
| 1,500 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Income from operations |
| 185,432 |
| 103,139 |
| 271,946 |
| 188,944 |
|
| % of Revenue |
| 6.5% |
| 7.9% |
| 5.3% |
| 7.6% |
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
| (20,757) |
| (2,831) |
| (43,503) |
| (4,943) | ||
Interest income |
| 1,998 |
| 2,288 |
| 3,869 |
| 4,475 | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Income before taxes |
| 166,673 |
| 102,596 |
| 232,312 |
| 188,476 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
| (46,973) |
| (29,752) |
| (69,740) |
| (54,658) | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Net income |
| 119,700 |
| 72,844 |
| 162,572 |
| 133,818 |
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to noncontrolling interests |
| (13,657) |
| (524) |
| (22,921) |
| (2,011) | ||
|
|
|
|
|
|
|
|
|
|
|
|
| Net income attributable to CB&I |
| $ 106,043 |
| $ 72,320 |
| $ 139,651 |
| $ 131,807 |
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to CB&I per share: |
|
|
|
|
|
|
|
| ||
|
| Basic |
| $ 0.99 |
| $ 0.75 |
| $ 1.34 |
| $ 1.36 |
|
| Diluted |
| $ 0.98 |
| $ 0.74 |
| $ 1.32 |
| $ 1.34 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
| ||
|
| Basic |
| 107,056 |
| 96,401 |
| 104,444 |
| 96,829 |
|
| Diluted |
| 108,392 |
| 97,632 |
| 105,963 |
| 98,442 |
|
|
|
|
|
|
|
|
|
|
|
Cash dividends on shares: |
|
|
|
|
|
|
|
| ||
|
| Amount |
| $ 5,363 |
| $ 4,832 |
| $ 10,708 |
| $ 9,717 |
|
| Per Share |
| $ 0.05 |
| $ 0.05 |
| $ 0.10 |
| $ 0.10 |
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Supplemental Information | ||||||||||
(amounts adjusted to exclude Shaw acquisition-related transaction costs) (1) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted income from operations |
| $ 195,396 |
| $ 104,639 |
| $ 343,166 |
| $ 190,444 |
|
| Adjusted % of Revenue |
| 6.9% |
| 8.1% |
| 6.7% |
| 7.6% |
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted net income attributable to CB&I |
| $ 112,321 |
| $ 73,288 |
| $ 197,177 |
| $ 132,775 |
|
| Adjusted net income attributable to CB&I per share (diluted) |
| $ 1.04 |
| $ 0.75 |
| $ 1.86 |
| $ 1.35 |
|
|
|
|
|
|
|
|
|
|
|
(1) | The exclusion of Shaw acquisition-related transaction costs is a non-GAAP financial measure, which we believe provides users a better indication of our operating performance. See Reconciliation of Non-GAAP Supplemental Information table. | |||||||||
|
| ||||||||||||
Chicago Bridge & Iron Company N.V. | ||||||||||||
Segment Information | ||||||||||||
(in thousands) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, |
| Six Months Ended June 30, | ||||||||
|
| 2013 |
| 2012 |
| 2013 |
| 2012 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % of Total |
|
| % of Total |
|
| % of Total |
|
| % of Total |
NEW AWARDS (1) |
|
|
|
|
|
|
| |||||
Engineering, Construction and Maintenance | $ 1,526,014 | 61% |
| $ 1,350,101 | 74% |
| $ 2,526,464 | 57% |
| $ 2,505,496 | 71% | |
Fabrication Services | 493,431 | 20% |
| 168,167 | 9% |
| 1,201,137 | 27% |
| 579,090 | 16% | |
Technology | 107,394 | 4% |
| 311,493 | 17% |
| 260,142 | 6% |
| 440,536 | 13% | |
Government Solutions | 386,948 | 15% |
| - | 0% |
| 471,993 | 10% |
| - | 0% | |
Total | $ 2,513,787 |
|
| $ 1,829,761 |
|
| $ 4,459,736 |
|
| $ 3,525,122 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % of Total |
|
| % of Total |
|
| % of Total |
|
| % of Total |
REVENUE |
|
|
|
|
|
|
| |||||
Engineering, Construction and Maintenance | $ 1,660,979 | 58% |
| $ 759,817 | 58% |
| $ 3,091,114 | 61% |
| $ 1,469,598 | 59% | |
Fabrication Services | 675,471 | 24% |
| 451,062 | 35% |
| 1,170,519 | 23% |
| 842,495 | 34% | |
Technology | 161,300 | 6% |
| 88,650 | 7% |
| 312,782 | 6% |
| 188,703 | 7% | |
Government Solutions | 353,041 | 12% |
| - | 0% |
| 527,805 | 10% |
| - | 0% | |
Total | $ 2,850,791 |
|
| $ 1,299,529 |
|
| $ 5,102,220 |
|
| $ 2,500,796 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| % of Revenue |
|
| % of Revenue |
|
| % of Revenue |
|
| % of Revenue |
INCOME FROM OPERATIONS |
|
|
|
|
|
|
| |||||
Engineering, Construction and Maintenance | $ 81,473 | 4.9% |
| $ 36,035 | 4.7% |
| $ 144,685 | 4.7% |
| $ 63,455 | 4.3% | |
Fabrication Services | 66,895 | 9.9% |
| 46,388 | 10.3% |
| 111,919 | 9.6% |
| 82,174 | 9.8% | |
Technology | 36,364 | 22.5% |
| 22,216 | 25.1% |
| 71,906 | 23.0% |
| 44,815 | 23.7% | |
Government Solutions | 10,664 | 3.0% |
| - | 0.0% |
| 14,656 | 2.8% |
| - | 0.0% | |
Total operating groups | $ 195,396 | 6.9% |
| $ 104,639 | 8.1% |
| $ 343,166 | 6.7% |
| $ 190,444 | 7.6% | |
Acquisition-related costs | (9,964) |
|
| (1,500) |
|
| (71,220) |
|
| (1,500) |
| |
Total | $ 185,432 | 6.5% |
| $ 103,139 | 7.9% |
| $ 271,946 | 5.3% |
| $ 188,944 | 7.6% |
|
|
| ||||||||||
(1) | New awards represents the value of new project commitments received by the Company during a given period. |
|
Chicago Bridge & Iron Company N.V. |
| ||||||
Condensed Consolidated Balance Sheets |
| ||||||
(in thousands) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, |
| December 31, |
|
|
|
|
| 2013 |
| 2012 |
|
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
Current assets | $ 3,584,835 |
| $ 2,721,555 |
| |||
Equity investments | 96,042 |
| 97,267 |
| |||
Property and equipment, net | 801,889 |
| 285,871 |
| |||
Goodwill and other intangibles, net | 3,979,221 |
| 1,093,019 |
| |||
Other non-current assets | 216,724 |
| 131,963 |
| |||
|
|
|
|
|
|
|
|
Total assets | $ 8,678,711 |
| $ 4,329,675 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
| |||
|
|
|
|
|
|
|
|
Current maturities of long-term debt and revolver borrowings | $ 356,500 |
| $ - |
| |||
Other current liabilities | 3,930,257 |
| 1,772,522 |
| |||
Long-term debt | 1,675,000 |
| 800,000 |
| |||
Other non-current liabilities | 630,032 |
| 360,843 |
| |||
|
|
|
|
|
|
|
|
Shareholders' equity | 2,086,922 |
| 1,396,310 |
| |||
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity | $ 8,678,711 |
| $ 4,329,675 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Bridge & Iron Company N.V. |
| ||||||
Condensed Consolidated Statements of Cash Flows and Other Financial Data |
| ||||||
(in thousands) |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| Six Months |
| ||
|
|
|
| Ended June 30, |
| ||
|
|
|
| 2013 |
| 2012 |
|
CASH FLOWS |
|
|
|
| |||
|
|
|
|
|
|
|
|
Cash flows from operating activities | $ (300,742) |
| $ 28,794 |
| |||
Cash flows from investing activities | (1,826,975) |
| (33,050) |
| |||
Cash flows from financing activities | 1,939,717 |
| (111,813) |
| |||
Effect of exchange rate changes on cash and cash equivalents | (28,786) |
| (2,914) |
| |||
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents | (216,786) |
| (118,983) |
| |||
Cash and cash equivalents, beginning of the year | 643,395 |
| 671,811 |
| |||
Cash and cash equivalents, end of the period | $ 426,609 |
| $ 552,828 |
| |||
|
|
|
|
|
|
|
|
OTHER FINANCIAL DATA |
|
|
|
| |||
|
|
|
|
|
|
|
|
Increase in receivables, net | $ (205,458) |
| $ (127,796) |
| |||
Change in contracts in progress, net | (221,071) |
| (66,746) |
| |||
Increase in inventory | (13,709) |
| (7,106) |
| |||
(Decrease) increase in accounts payable | (97,355) |
| 33,159 |
| |||
| Change in contract capital | $ (537,593) |
| $ (168,489) |
| ||
|
|
|
|
|
|
|
|
Depreciation and amortization | $ 79,170 |
| $ 33,403 |
| |||
Capital expenditures | $ 40,867 |
| $ 34,187 |
| |||
|
|
|
|
|
|
|
|
|
|
|
| June 30, 2013 |
| December 31, 2012 |
|
Backlog (1) |
| $ 24,493,372 |
| $ 10,928,818 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Backlog includes the value of new award commitments until work is performed and revenue is recognized or until cancellation. | ||||||
| Backlog may also fluctuate with currency movements. |
Chicago Bridge & Iron Company N.V. | |||||||||
Reconciliation of Non-GAAP Supplemental Information | |||||||||
(in thousands, except per share data) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months |
| Six Months | ||||
|
|
| Ended June 30, |
| Ended June 30, | ||||
|
|
| 2013 |
| 2012 |
| 2013 |
| 2012 |
|
|
|
|
|
|
|
|
|
|
Adjusted income from operations |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Income from operations |
| $185,432 |
| $103,139 |
| $271,946 |
| $188,944 |
| Acquisition-related costs |
| 9,964 |
| 1,500 |
| 71,220 |
| 1,500 |
|
|
|
|
|
|
|
|
|
|
| Adjusted income from operations |
| $195,396 |
| $104,639 |
| $343,166 |
| $190,444 |
| Adjusted % of Revenue |
| 6.9% |
| 8.1% |
| 6.7% |
| 7.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income attributable to CB&I |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Net income attributable to CB&I |
| $106,043 |
| $ 72,320 |
| $139,651 |
| $131,807 |
| Acquisition-related transaction costs, net of tax (1) |
| 6,278 |
| 968 |
| 57,526 |
| 968 |
|
|
|
|
|
|
|
|
|
|
| Adjusted net income attributable to CB&I |
| $112,321 |
| $ 73,288 |
| $197,177 |
| $132,775 |
|
|
|
|
|
|
|
|
|
|
Adjusted net income attributable to CB&I per share |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Net income attributable to CB&I |
| $ 0.98 |
| $ 0.74 |
| $ 1.32 |
| $ 1.34 |
| Acquisition-related transaction costs, net of tax (1) |
| 0.06 |
| 0.01 |
| 0.54 |
| 0.01 |
|
|
|
|
|
|
|
|
|
|
| Adjusted net income attributable to CB&I |
| $ 1.04 |
| $ 0.75 |
| $ 1.86 |
| $ 1.35 |
|
|
|
|
|
|
|
|
|
|
| |||||||||
(1) | The three and six month periods ended June 30, 2013 include $9,964 and $71,220 of acquisition-related costs, respectively, and the six month period ended June 30, 2013 includes $10,517 of acquisition-related pre-closing financing costs and one-time financial commitments (both included in interest expense and recorded in Q1). These acquisition-related transaction costs total $9,964 and $81,737, less the tax impact of $3,686 and $24,211, respectively. The per share amounts for the three and six month periods are based upon diluted weighted average shares of 108,392 and 105,963, respectively. | ||||||||
| |||||||||
| The three and six month periods ended June 30, 2012 include $1,500 of acquisition-related costs, less the tax impact of $532 . The per share amounts for the three and six month periods are based upon diluted weighted average shares of 97,632 and 98,442, respectively. |
(Logo: http://photos.prnewswire.com/prnh/20130430/DA04155LOGO)
CONTACT: Media, www.CBI.com; Investors, Christi Thoms, +1 832 513 1200