-----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, NaW+kuX8wPSNveGzumURhhZNBkONxBWnpYNsTQSP9lhEVWQJFkNVD+FvL4Kk8klo g+I52xmIDmjkknlj1cwBkA== 0001157523-09-001541.txt : 20090224 0001157523-09-001541.hdr.sgml : 20090224 20090224160450 ACCESSION NUMBER: 0001157523-09-001541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090224 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090224 DATE AS OF CHANGE: 20090224 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: 09630975 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 a5903558.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): February 24, 2009


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 February 24, 2009, Chicago Bridge & Iron Company N.V. issued a press release announcing financial results for the quarter and year ended December 31, 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 February 24, 2009


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: February 24, 2009

By:

/s/ Ronald A. Ballschmiede

Ronald A. Ballschmiede

Managing Director

(Principal Financial Officer)


EXHIBIT INDEX

Exhibit Number Exhibit Description
 

99.1

Press release dated February 24, 2009

EX-99.1 2 a5903558ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

CB&I Reports 2008 Fourth Quarter and Year-End Results

THE WOODLANDS, Texas--(BUSINESS WIRE)--February 24, 2009--CB&I (NYSE:CBI) today reported net income of $68.6 million, or $0.72 per diluted share for the fourth quarter of 2008, a 55% increase compared with fourth quarter 2007 net income of $44.2 million, or $0.46 per diluted share. New awards totaled $1.1 billion in the quarter, including two major nuclear contracts, a joint venture FEED contract for a Kazakhstan oilfield development project, an expansion of an LNG regasification terminal in China and several strategic technology contracts.

Net income for the full-year was a loss of $21.1 million, or $0.22 per diluted share, compared with net income of $165.6 million, or $1.71 per diluted share for 2007. This was due to the cost-overruns associated with two LNG projects in the U.K.; one of which is now essentially complete and the other which is ready for cool down and is awaiting its first LNG delivery. For the 12 months of 2008, consolidated revenue was $5.9 billion and new awards totaled $4.3 billion. Year-end backlog was $5.7 billion.

“We are pleased with the fourth quarter results, and are confident that the performance of the backlog is solid, despite disappointing 2008 financial results from our U.K. projects,” said Philip K. Asherman, President and CEO. “Looking forward, we see encouraging signs of increasing momentum in most of our major end markets, but the lack of predictability in the timing of new releases for large capital projects is a concern. In response to the global economic volatility, we are taking proactive steps to maintain our competitiveness by reducing costs, optimizing our fixed assets, capitalizing on the variable cost components of our business model, protecting our balance sheet and liquidity position, and suspending our dividend. These actions will provide the agility we will need to serve the interests of our shareholders, our customers and our employees.”

CB&I’s guidance for 2009 is as follows:

   

New Awards:

 

$3.5 to $5.5 billion

Revenue: $4.4 to $4.8 billion
Earnings per Share: $1.30 to $2.00

Earnings Conference Call

CB&I will host a webcast, including a slide presentation, at 4:00 p.m. CST (5:00 p.m. EST) February 24 to discuss financial and operating results, and answer questions from investors. The webcast is available at www.CBI.com Investor Relations/Company Highlights.

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 19,000 employees in more than 80 locations, CB&I safely and reliably executes projects worldwide. For more information visit www.CBI.com. If you would like to be added to CB&I’s news release email distribution list, visit www.cbi.com/ir/email_alerts.htm.


This release contains “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995) that involves known and unknown risks and uncertainties. The forward-looking statements may include, but are not limited to, (and you should read carefully) any statements containing the words “expect,” “believe,” “anticipate,” “project,” “estimate,” “predict,” “intend,” “should,” “could,” “may,” “might,” or similar expressions or the negative of any of these terms. Any statements made in this release that are not based on historical fact are forward-looking statements and represent the Company's best judgment as to what may occur in the future. Although the Company believes the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee future outcome, performance or results, which 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 actual results, performance or achievements, or business conditions to differ materially from what is contained or implied in any forward-looking statements including, but not limited to, the impact of the current, and the potential worsening of, turmoil in worldwide financial and economic markets or current weakness in the credit markets on the Company, its backlog and prospects and clients, or any aspect of its credit facilities including compliance with restrictive covenants; 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 affecting 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 a decline in energy prices and 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; lack of necessary liquidity to finance expenditures prior to the receipt of payment for the performance of contracts and to provide bid, performance, advance payment and retention 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, performance, achievements, or business conditions to differ materially from those expressed or implied by any forward-looking statements are described under "Risk Factors" as set forth in the Company's Form 10-K to be filed with the SEC for the year ended Dec. 31, 2008. The Company is not obligated, and does not undertake, to update or review any forward-looking statements, whether as a result of new information, future events or otherwise. You should consider these risks when reading any forward-looking statements.


CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
           
 
Three Months Twelve Months
Ended December 31, Ended December 31,
2008 2007 2008 2007
 
Revenue $ 1,513,387 $ 1,323,068 $ 5,944,981 $ 4,363,492
 
Cost of revenue 1,349,011 1,219,093 5,711,831 4,006,643
       
Gross profit 164,376 103,975 233,150 356,849
% of Revenue 10.9 % 7.9 % 3.9 % 8.2 %
Selling and administrative expenses 44,493 49,845 215,457 153,667
% of Revenue 2.9 % 3.8 % 3.6 % 3.5 %
Intangibles amortization 6,360 3,600 24,039 3,996
Other operating income, net (508 ) (1,242 ) (464 ) (1,274 )
Equity earnings (6,859 ) (5,106 ) (41,092 ) (5,106 )
       
Income from operations 120,890 56,878 35,210 205,566
% of Revenue 8.0 % 4.3 % 0.6 % 4.7 %
Interest expense (6,580 ) (4,289 ) (21,109 ) (7,269 )
Interest income 1,249 6,701 8,426 31,121
       
Income before taxes and minority interest 115,559 59,290 22,527 229,418
 
Income tax expense (46,058 ) (13,121 ) (37,470 ) (57,354 )
       
Income (loss) before minority interest 69,501 46,169 (14,943 ) 172,064
 
Minority interest in income (920 ) (1,978 ) (6,203 ) (6,424 )
       
Net income (loss) $ 68,581   $ 44,191   $ (21,146 ) $ 165,640  
 
 
Net income (loss) per share
Basic $ 0.73 $ 0.46 $ (0.22 ) $ 1.73
Diluted $ 0.72 $ 0.46 $ (0.22 ) $ 1.71
 
Weighted average shares outstanding
Basic 94,354 95,825 95,402 95,666
Diluted 94,643 97,106 95,402 96,809

CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
SEGMENT INFORMATION
(in thousands)
       
Three Months Ended Twelve Months Ended
December 31, December 31, December 31, December 31,
2008 2007 2008 2007
 
% of % of % of % of
NEW AWARDS* Total Total Total Total
EPC
North America $ 614,816 57 % $ 491,713 36 % $ 2,215,890 52 % $ 1,958,368 32 %
Europe, Africa & Middle East 157,764 15 % 244,913 18 % 694,178 16 % 1,082,524 17 %
Asia Pacific 183,639 17 % 476,159 35 % 480,065 11 % 610,340 10 %
Central & South America 85,236 8 % 128,004 10 % 391,456 9 % 2,540,511 41 %
Lummus Technology   28,437   3 %   11,500   1 %   505,203   12 %   11,500   0 %
Total $ 1,069,892   $ 1,352,289   $ 4,286,792   $ 6,203,243  
 
 
% of % of % of % of
REVENUE Total Total Total Total
EPC
North America $ 553,936 37 % $ 539,275 41 % $ 2,195,479 37 % $ 1,946,484 45 %
Europe, Africa & Middle East 410,492 27 % 355,224 27 % 1,515,950 26 % 1,307,578 30 %
Asia Pacific 106,573 7 % 136,091 10 % 496,422 8 % 442,042 10 %
Central & South America 339,848 22 % 251,505 19 % 1,298,458 22 % 626,415 14 %
Lummus Technology   102,538   7 %   40,973   3 %   438,672   7 %   40,973   1 %
Total $ 1,513,387   $ 1,323,068   $ 5,944,981   $ 4,363,492  
 
 
% of % of % of % of
INCOME (LOSS) FROM OPERATIONS Revenue Revenue Revenue Revenue
EPC
North America $ 65,370 11.8 % $ 47,090 8.7 % $ 136,430 6.2 % $ 138,722 7.1 %
Europe, Africa & Middle East ** (9,752 ) (2.4 %) (27,633 ) (7.8 %) (364,235 ) (24.0 %) (28,359 ) (2.2 %)
Asia Pacific 3,805 3.6 % 8,355 6.1 % 37,054 7.5 % 35,427 8.0 %
Central & South America 33,566 9.9 % 22,579 9.0 % 115,202 8.9 % 53,289 8.5 %
Lummus Technology   27,901   27.2 %   6,487   15.8 %   110,759   25.2 %   6,487   15.8 %
Total $ 120,890   8.0 % $ 56,878   4.3 % $ 35,210   0.6 % $ 205,566   4.7 %
 
 
* New awards represents the value of new project commitments received by the Company during a given period.

** Includes charges to earnings for the U.K. projects for the three and twelve months ended December 31, 2008 of $33M and $457M, and December 31, 2007 of $53M and $98M, respectively.

 


CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
   
 
December 31, December 31,
2008 2007 *
ASSETS
 
Current assets $ 1,191,115 $ 1,438,871
Equity investments 130,031 117,835
Property and equipment, net 336,093 254,402
Goodwill and other intangibles, net 1,198,674 1,208,138
Other non-current assets 144,805 134,177
   
Total assets $ 3,000,718   $ 3,153,423  
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current liabilities $ 1,988,125 $ 2,013,675
Long-term debt 120,000 160,000
Other non-current liabilities 336,768 253,029
 
Shareholders' equity 555,825 726,719
   
Total liabilities and shareholders' equity $ 3,000,718   $ 3,153,423  
 
 

* Certain prior year balances have been reclassified to conform to current year presentation. Specifically, project balances associated with previously acquired Lummus operations have been reclassified from accounts payable, accrued liabilities and other non-current liabilities to contracts in progress.

 

 
 
CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND OTHER FINANCIAL DATA
(in thousands)
 
Twelve Months
Ended December 31,
2008 2007
CASH FLOWS
 
Cash flows from operating activities $ 26,309 $ 446,395
Cash flows from investing activities (121,249 ) (904,328 )
Cash flows from financing activities (122,716 ) 144,361
   
Decrease in cash and cash equivalents (217,656 ) (313,572 )
Cash and cash equivalents, beginning of the year   305,877     619,449  
Cash and cash equivalents, end of the year $ 88,221   $ 305,877  
 
OTHER FINANCIAL DATA
 
Depreciation and amortization expense $ 78,244 $ 39,764
Capital expenditures $ 124,595 $ 88,308
 
Decrease in receivables, net $ 44,947 $ 33,660
Change in contracts in progress, net (130,044 ) 483,834
Decrease in non-current contract retentions 1,416 13,916
Increase (decrease) in accounts payable   137,256     (268,791 )
Change $ 53,575   $ 262,619  
 
Backlog ** $ 5,681,008 $ 7,698,643
 
 

** 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
Media: Jan Sieving, +1-832-513-1111
or
Analysts: Mark Coscio, +1-832-513-1200

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