-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeQGqU54jSJVR5FJkDEoy7/qkTjtRWl21qvrFfZvY/pCONEt7IZcISUjDSbZpK6O 8RH7UaQRwY0sJmDyyue1nA== 0001157523-06-008208.txt : 20060809 0001157523-06-008208.hdr.sgml : 20060809 20060809071125 ACCESSION NUMBER: 0001157523-06-008208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060809 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060809 DATE AS OF CHANGE: 20060809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO BRIDGE & IRON CO N V CENTRAL INDEX KEY: 0001027884 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12815 FILM NUMBER: 061015029 BUSINESS ADDRESS: STREET 1: P O BOX 74658 CITY: 1075 AD AMSTERDAM STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: POLARISAVENUE 31 STREET 2: 2132 JH HOOFDORP CITY: THE NETHERLANDS 8-K 1 a5205984.txt CB&I 8-K 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): August 9, 2006 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.) Polarisavenue 31 2132 JH Hoofddorp The Netherlands N.A. (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 31-23-568-5660 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 August 9, 2006, Chicago Bridge & Iron Company N.V. issued a press release announcing financial results for the quarter ended June 30, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 -- Press Release dated August 9, 2006 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: August 9, 2006 By: /s/ Ronald A. Ballschmiede ---------------------------------- Ronald A. Ballschmiede Managing Director (Principal Financial Officer) EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Press release dated August 9, 2006 EX-99.1 2 a5205984ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 CB&I Reports Second Quarter 2006 Results; Revenue Increases 36%; Operating Income up 73% THE WOODLANDS, Texas--(BUSINESS WIRE)--Aug. 9, 2006--CB&I (NYSE:CBI) today reported net income of $32.6 million or $0.33 per diluted share for the second quarter ended June 30, 2006, compared with $14.9 million or $0.15 per diluted share for the comparable period in 2005. "Our second quarter results were driven by the solid performance of our project backlog, which continues to grow substantially as we maximize the opportunities in our end markets," said Philip K. Asherman, CB&I's President and CEO. "Demand for our services in the energy sector is strong, and we are extremely pleased with the confidence demonstrated by our customer base in new awards this year, which through July exceed $2.5 billion, including the recently announced Golden Pass LNG import terminal project near Sabine Pass, Texas. Our relentless focus on solid operating performance, as well as the continuing capital spending on global energy infrastructure, enable us to reaffirm our previously stated guidance for the year." Highlights of the Company's second quarter 2006 results include: -- New Awards -- New awards increased 16% to $636.8 million, compared with $550.5 million in the second quarter of 2005. Awards during the quarter included an oil sands project in Canada, a hydrogen plant in the United States, and storage projects in North America and the Middle East. -- Revenue -- Revenue increased 36% to $744.2 million from $548.8 million in the second quarter of 2005, with growth reported in each geographic segment. Revenue increased 14% in North America due mainly to a larger volume of process- related work in the United States. Revenue in the Europe, Africa, Middle East segment more than doubled due primarily to progress on LNG work in the United Kingdom and storage projects in the Middle East. Asia Pacific reported a 20% increase due mainly to progress on LNG work in China. Revenue in the Central and South America segment increased 51% due to a larger volume of work in much of the region, despite lower activity in Venezuela. -- Income from Operations -- Income from operations increased 73% to $43.4 million, compared with $25.1 million in the corresponding year-earlier period. Operating income grew as a result of improved operating margins and increased revenue. -- Cash and Cash Equivalents -- CB&I ended the quarter with cash and cash equivalents of $457.3 million, compared with $334.0 million at Dec. 31, 2005. -- Stock Repurchase -- During the first six months of 2006, CB&I repurchased $29.1 million or 1.3 million shares of its common stock at an average price of $22.68 per share. Any statements made in this release that are not based on historical fact are forward-looking statements and represent management's best judgment as to what may occur in the future. The actual outcome and results are not guaranteed, are subject to risks, uncertainties and assumptions, and may differ materially from those expressed or implied by any forward- looking statements. A variety of factors could cause business conditions and results to differ materially from what is contained in the forward-looking statements including, but not limited to, the Company's ability to realize cost savings from its expected execution performance of contracts; the uncertain timing and funding of new contract awards, and project cancellations and operating risks; cost overruns on fixed price, target price or similar contracts; risks associated with percentage-of-completion accounting; the Company's ability to settle or negotiate unapproved change orders and claims; changes in the costs or availability of, or delivery schedule for, components, materials, labor or subcontractors; weather conditions that may affect performance and timeliness of completion, which could lead to increased costs and adversely affect the costs or availability of, or delivery schedule for, components, materials, labor or subcontractors; increased competition; fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which the Company's customers operate; lower than expected activity in the hydrocarbon industry, demand from which is the largest component of the Company's revenue; lower than expected growth in the Company's primary end markets, including but not limited to LNG and clean fuels; risks inherent in the Company's acquisition strategy and its ability to obtain financing for proposed acquisitions; the Company's ability to integrate and successfully operate acquired businesses and the risks associated with those businesses; adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, including but not limited to pending securities class action litigation, and the potential effect on the Company's business, financial condition and results of operations; the ultimate outcome or effect of the pending Federal Trade Commission order on the Company's business, financial condition and results of operations; two previously identified material weaknesses in the Company's internal control over financial reporting that could adversely affect the Company's ability to report its financial condition and results of operations accurately and on a timely basis; lack of necessary liquidity to finance expenditures prior to the receipt of payment for the performance of contracts and to provide bid and performance bonds and letters of credit securing the Company's obligations under its bids and contracts; proposed and actual revisions to U.S. and non-U.S. tax laws, and interpretation of said laws, and U.S. tax treaties with non-U.S. countries (including The Netherlands), that seek to increase income taxes payable; political and economic conditions including, but not limited to, war, conflict or civil or economic unrest in countries in which the Company operates; and a downturn or disruption in the economy in general. Additional factors which could cause actual results to differ materially from such forward-looking statements are described under "Risk Factors" as set forth in the Company's Form 10-K filed with the SEC for the year ended Dec. 31, 2005. The Company does not undertake to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise. ABOUT CB&I CB&I executes on average more than 700 projects each year and is one of the world's leading engineering, procurement and construction (EPC) companies, specializing in projects for customers that produce, process, store and distribute the world's natural resources. With more than 60 locations and approximately 10,000 employees throughout the world, CB&I capitalizes on its global expertise and local knowledge to safely and reliably deliver projects virtually anywhere. Information about CB&I is available at www.CBI.com. - ---------------------------------------------------------------- CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) Three Months Six Months Ended June 30, Ended June 30, Restated Restated 2006 2005 2006 2005 Revenue $744,187 $548,775 $1,390,783 $1,027,558 Cost of revenue 670,469 496,621 1,257,865 924,541 ------- ------- --------- --------- Gross profit 73,718 52,154 132,918 103,017 % of Revenue 9.9% 9.5% 9.6% 10.0% Selling and administrative expenses 29,533 28,262 68,482 53,779 % of Revenue 4.0% 5.2% 4.9% 5.2% Intangibles amortization 1,134 386 1,311 772 Other operating income, net (344) (1,631) (434) (1,733) ------- ------- --------- --------- Income from operations 43,395 25,137 63,559 50,199 % of Revenue 5.8% 4.6% 4.6% 4.9% Interest expense (2,324) (2,681) (4,713) (4,913) Interest income 4,138 1,439 6,988 2,804 ------- ------- --------- --------- Income before taxes and minority interest 45,209 23,895 65,834 48,090 Income tax expense (11,307) (8,016) (17,775) (16,121) ------- ------- --------- --------- Income before minority interest 33,902 15,879 48,059 31,969 Minority interest in income (1,284) (934) (2,105) (1,274) ------- ------- --------- --------- Net income $ 32,618 $ 14,945 $ 45,954 $ 30,695 ======= ======= ========= ========= Net income per share Basic $ 0.34 $ 0.15 $ 0.47 $ 0.32 Diluted $ 0.33 $ 0.15 $ 0.46 $ 0.31 Weighted average shares outstanding Basic 97,216 97,582 97,302 97,347 Diluted 98,967 99,894 99,115 99,932 - ---------------------------------------------------------------- CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES SEGMENT INFORMATION (in thousands) Three Months Ended June 30, June 30, 2006 2005 NEW AWARDS(a) % of % of Total Total North America $ 446,937 70% $ 309,296 56% Europe/Africa/Middle East 128,299 20% 80,032 15% Asia Pacific 35,151 6% 123,965 22% Central & South America 26,453 4% 37,189 7% ------- ------- Total $ 636,840 $ 550,482 ======= ======= Three Months Ended Restated June 30, June 30, 2006 2005 REVENUE % of % of Total Total North America $ 407,475 55% $ 356,996 65% Europe/Africa/Middle East 245,810 33% 121,272 22% Asia Pacific 61,621 8% 51,179 9% Central & South America 29,281 4% 19,328 4% ------- ------- Total $ 744,187 $ 548,775 ======= ======= INCOME FROM OPERATIONS % of % of Revenue Revenue North America $ 21,233 5.2% $ 18,791 5.3% Europe/Africa/Middle East 13,139 5.3% 3,263 2.7% Asia Pacific 5,864 9.5% 788 1.5% Central & South America 3,159 10.8% 2,295 11.9% ------- ------- Total $ 43,395 5.8% $ 25,137 4.6% ======= ======= Six Months Ended June 30, June 30, 2006 2005 NEW AWARDS(a) % of % of Total Total North America $1,051,668 70% $ 779,523 40% Europe/Africa/Middle East 315,966 21% 917,495 47% Asia Pacific 69,410 4% 194,742 10% Central & South America 72,210 5% 65,086 3% --------- --------- Total $1,509,254 $1,956,846 ========= ========= Six Months Ended Restated June 30, June 30, 2006 2005 REVENUE % of % of Total Total North America $ 765,707 55% $ 660,200 64% Europe/Africa/Middle East 459,689 33% 241,819 23% Asia Pacific 109,332 8% 88,915 9% Central & South America 56,055 4% 36,624 4% --------- --------- Total $1,390,783 $1,027,558 ========= ========= INCOME FROM OPERATIONS % of % of Revenue Revenue North America $ 24,363 3.2% $ 40,676 6.2% Europe/Africa/Middle East 29,106 6.3% 3,950 1.6% Asia Pacific 6,308 5.8% 2,726 3.1% Central & South America 3,782 6.7% 2,847 7.8% --------- --------- Total $ 63,559 4.6% $ 50,199 4.9% ========= ========= (a) New awards represent the value of new project commitments received by the Company during a given period. These commitments are included in backlog until work is performed and revenue is recognized or until cancellation. Backlog may also fluctuate with currency movements. - ---------------------------------------------------------------- CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) June 30, Dec. 31, 2006 2005 ASSETS Current assets $1,161,987 $ 950,603 Property and equipment, net 167,828 137,718 Goodwill and other intangibles, net 256,571 257,991 Other non-current assets 37,539 31,507 --------- --------- Total assets $1,623,925 $1,377,819 ========= ========= LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS' EQUITY Current liabilities $ 955,713 $ 758,643 Long-term debt 25,000 25,000 Other non-current liabilities 110,689 110,508 Redeemable common stock 38,249 -- Shareholders' equity 494,274 483,668 --------- --------- Total liabilities, redeemable common stock and shareholders' equity $1,623,925 $1,377,819 ========= ========= - ---------------------------------------------------------------- CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND OTHER FINANCIAL DATA (in thousands) Six Months Ended June 30, 2006 2005 CASH FLOWS Cash flows from operating activities $ 202,650 $ 3,370 Cash flows from investing activities (64,054) (12,031) Cash flows from financing activities (15,284) (6,813) ------- ------- Increase/(decrease) in cash and cash equivalents 123,312 (15,474) Cash and cash equivalents, beginning of the year 333,990 236,390 ------- ------- Cash and cash equivalents, end of the period $ 457,302 $ 220,916 ======= ======= OTHER FINANCIAL DATA Depreciation and amortization expense $ 13,860 $ 9,854 Capital expenditures $ 43,166 $ 14,196 Increase in receivables, net $ (80,387) $ (64,891) Decrease in contracts in progress, net 229,254 6,748 Increase in non-current contract retentions (6,882) (1,377) Increase in accounts payable 21,800 13,041 ------- ------- Change $ 163,785 $ (46,479) ======= ======= CONTACT: CB&I Media: Bruce Steimle, +1 832 513 1111 or Analysts: Marty Spake, +1 832 513 1245 -----END PRIVACY-ENHANCED MESSAGE-----