-----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, Wu+hUlX2/BceSw2duWe8sMWfxSgjMEQT5eWAHONNy/pC39mYK2OuhIlDrTy7rjMY oaAO8olDpxDnFMPY/t/sAA== 0001157523-08-006006.txt : 20080729 0001157523-08-006006.hdr.sgml : 20080729 20080729162327 ACCESSION NUMBER: 0001157523-08-006006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080729 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080729 DATE AS OF CHANGE: 20080729 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: 08976106 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 a5742943.htm CHICAGO BRIDGE & IRON COMPANY N.V. 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): July 29, 2008


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:  31-23-568-5660

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 July 29, 2008, Chicago Bridge & Iron Company N.V. issued a press release announcing financial results for the quarter ended June 30, 2008.  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 July 29, 2008


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 29, 2008

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 29, 2008

EX-99.1 2 a5742943-ex991.htm EXHIBIT 99.1

Exhibit 99.1

CB&I Announces Second Quarter 2008 Results

THE WOODLANDS, Texas--(BUSINESS WIRE)--CB&I (NYSE:CBI) today reported a net loss of $140.5 million, or $1.47 per diluted share, for the second quarter 2008, as compared with second quarter 2007 net income of $26.1 million, or $0.27 per diluted share. CB&I announced previously that it is taking a pre-tax charge of approximately $317 million, or $2.38 per share, for forecasted cost overruns associated with two major LNG projects in the UK. Revenue for the quarter was $1.4 billion compared with second quarter 2007 revenue of $1.0 billion.

“Our pre-earnings announcement discussed the charges for the UK projects and we are making progress towards completion as anticipated,” said Philip K. Asherman, President and CEO. “The remainder of our backlog is performing well. Excluding the UK project charges, gross profit was $159 million and diluted earnings per share were $0.91. Going forward, we are well-positioned to continue to benefit from the strong global energy infrastructure demand.”

CB&I reiterates annual earnings guidance of $0.40 to $0.60 per share, and anticipates that annual revenue will be $6.1 to $6.3 billion, and 2008 new awards will be in the range of $6.5 to $7.0 billion.

New awards for the quarter were $1.6 billion, bringing CB&I’s total backlog to $7.4 billion as of June 30, 2008, compared with $6.8 billion on June 30, 2007. Significant new projects in the quarter include a Canadian oil sands storage terminal totaling approximately $400 million; a $150 million Canadian LNG peak shaving facility; a $100 million North American refinery expansion project; a $90 million large-scale California hydrogen plant; and the technology licensing for a major dehydrogenation plant in the Houston area.

CB&I will host a conference call Tuesday, July 29 at 4:00 p.m. Central time (5:00 p.m. Eastern time) to discuss financial and operating results and answer questions from investors.

About CB&I

CB&I combines proven process technology with global capabilities in engineering, procurement and construction to deliver comprehensive solutions to customers in the energy and natural resource industries. With more than 70 proprietary licensed technologies and 1,500 patents and patent applications, CB&I is uniquely positioned to take projects from conceptual design, through technology licensing, engineering and construction and final commissioning. Drawing upon the global expertise and local knowledge of approximately 18,000 employees in more than 80 locations, CB&I safely and reliably executes projects worldwide. For more information visit www.CBI.com.


Forward-Looking Statement

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 the funding of new contract awards, and project cancellations and operating risks; cost overruns on fixed price or similar contracts whether as the result of improper estimates or otherwise; risks associated with labor productivity; 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, equipment, components, materials, labor or subcontractors; adverse impacts from weather may affect the Company's performance and timeliness of completion, which could lead to increased costs and affect the costs or availability of, or delivery schedule for, equipment, 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 energy processes; risks inherent in acquisitions and the Company's 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; the weakening, non-competitiveness, unavailability of, or lack of demand for, our intellectual property rights; failure to keep pace with technological changes; failure of our patents or licensed technologies to perform as expected or to remain competitive, current, in demand, profitable or enforceable; adverse outcomes of pending claims or litigation or the possibility of new claims or 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; 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, Dutch tax treaties with foreign countries, and U.S. tax treaties with non-U.S. countries (including, but not limited to 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, 2007. The Company does not undertake to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.


CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
       
 
Three Months
Ended June 30,
Six Months
Ended June 30,
2008 2007 2008 2007
 
Revenue $ 1,428,461 $ 1,011,367 $ 2,867,885 $ 1,868,672
 
Cost of revenue 1,586,435 949,208 2,899,836 1,723,174
       
Gross (loss) profit (157,974 ) 62,159 (31,951 ) 145,498
% of Revenue -11.1 % 6.1 % -1.1 % 7.8 %
Selling and administrative expenses 52,171 31,671 116,110 68,509
% of Revenue 3.7 % 3.1 % 4.0 % 3.7 %
Intangibles amortization 5,892 132 11,785 264
Other operating loss (income), net 34 237 (61 ) (191 )
Earnings of investees accounted for by the equity method (16,313 ) - (22,283 ) -
       
(Loss) income from operations (199,758 ) 30,119 (137,502 ) 76,916
% of Revenue -14.0 % 3.0 % -4.8 % 4.1 %
Interest expense (4,640 ) (917 ) (9,141 ) (1,995 )
Interest income 2,186 8,051 5,433 16,122
       
(Loss) income before taxes and minority interest (202,212 ) 37,253 (141,210 ) 91,043
 
Income tax benefit (expense) 63,494 (9,354 ) 46,413 (25,491 )
       

(Loss) income before minority interest

(138,718 ) 27,899 (94,797 ) 65,552
 
Minority interest in income (1,736 ) (1,783 ) (3,484 ) (2,841 )
       
Net (loss) income $ (140,454 ) $ 26,116   $ (98,281 ) $ 62,711  
 
 
Net (loss) income per share
Basic $ (1.47 ) $ 0.27 $ (1.02 ) $ 0.66
Diluted $ (1.47 ) $ 0.27 $ (1.02 ) $ 0.65
 
Weighted average shares outstanding
Basic 95,872 95,638 95,962 95,586
Diluted 95,872 96,644 95,962 96,691
 

CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
SEGMENT INFORMATION
(in thousands)
 
  Three Months Ended   Six Months Ended
June 30,
2008
  June 30,
2007
June 30,
2008
  June 30,
2007
       
% of % of % of % of

NEW AWARDS*

Total Total Total Total
EPC
North America $ 1,044,619 67 % $ 558,151 28 % $ 1,328,355 53 % $ 952,925 23 %
Europe, Africa & Middle East 184,624 12 % 623,995 31 % 375,452 15 % 759,325 18 %
Asia Pacific 51,188 3 % 51,894 3 % 230,448 9 % 63,768 2 %
Central & South America 192,367 12 % 753,152 38 % 247,117 10 % 2,359,632 57 %
Lummus Technology   97,437   6 %   -   0 %   331,848   13 %   - 0 %
Total $ 1,570,235   $ 1,987,192   $ 2,513,220   $ 4,135,650
 
 
% of % of % of % of
REVENUE Total Total Total Total
EPC
North America $ 567,836 40 % $ 456,386 45 % $ 1,074,353 37 % $ 886,530 48 %
Europe, Africa & Middle East 278,093 19 % 339,499 33 % 655,854 23 % 622,483 33 %
Asia Pacific 128,268 9 % 97,949 10 % 277,817 10 % 183,370 10 %
Central & South America 325,792 23 % 117,533 12 % 634,278 22 % 176,289 9 %
Lummus Technology   128,472   9 %   -   0 %   225,583   8 %   - 0 %
Total $ 1,428,461   $ 1,011,367   $ 2,867,885   $ 1,868,672
 
 
% of % of % of % of
INCOME (LOSS) FROM OPERATIONS Revenue Revenue Revenue Revenue
EPC
North America $ 30,488 5.4 % $ 18,742 4.1 % $ 28,696 2.7 % $ 48,258 5.4 %

Europe, Africa & Middle East **

(298,195 ) (107.2 %) (7,402 ) (2.2 %) (295,511 ) (45.1 %) 614 0.1 %
Asia Pacific 14,103 11.0 % 8,628 8.8 % 25,484 9.2 % 14,425 7.9 %
Central & South America 20,558 6.3 % 10,151 8.6 % 48,308 7.6 % 13,619 7.7 %
Lummus Technology   33,288   25.9 %   -   0.0 %   55,521   24.6 %   - 0.0 %
Total $ (199,758 ) (14.0 %) $ 30,119   3.0 % $ (137,502 ) (4.8 %) $ 76,916 4.1 %
 
 

* New awards represents the value of new project commitments received by the Company during a given period.

 

** Includes charges to earnings for the three and six months ended June 30, 2008 of $317M and $338M, respectively, for the U.K. projects.

 

CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 
  June 30,
2008
  December 31,
2007
ASSETS
 
Current assets $ 1,481,959 $ 1,674,033
Equity investments 126,148 117,835
Property and equipment, net 301,097 254,402
Goodwill and other intangibles, net 1,195,374 1,208,138
Other non-current assets 146,631 76,515
   
Total assets $ 3,251,209   $ 3,330,923  
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities $ 2,341,665 $ 2,169,783
Long-term debt - 160,000
Other non-current liabilities 322,296 274,421
 
Shareholders' equity 587,248 726,719
   
Total liabilities and shareholders' equity $ 3,251,209   $ 3,330,923  
 
 
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,
2008 2007
CASH FLOWS
 
Cash flows from operating activities $ 65,332 $ 117,150
Cash flows from investing activities (50,005 ) (47,647 )
Cash flows from financing activities (40,107 ) (27,699 )
   
(Decrease) increase in cash and cash equivalents (24,780 ) 41,804
Cash and cash equivalents, beginning of the year   305,877     619,449  
Cash and cash equivalents, end of the period $ 281,097   $ 661,253  
 
OTHER FINANCIAL DATA
 
Depreciation and amortization expense $ 38,875 $ 15,520
Capital expenditures $ 50,846 $ 49,366
 
Increase in receivables, net $ (6,251 ) $ (15,160 )
Change in contracts in progress, net 227,175 (6,750 )
(Increase) decrease in non-current contract retentions (637 ) 5,425
(Decrease) increase in accounts payable   (19,707 )   54,171  
Change $ 200,580   $ 37,686  
 

Backlog *

$ 7,421,736 $ 6,795,433
 
 

* 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.

CONTACT:
CB&I, The Woodlands
Media: Jan Sieving, +1-832-513-1111
or
Analysts: Marty Spake, +1-832-513-1200

-----END PRIVACY-ENHANCED MESSAGE-----