0001157523-13-001103.txt : 20130228 0001157523-13-001103.hdr.sgml : 20130228 20130227183233 ACCESSION NUMBER: 0001157523-13-001103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130227 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130227 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 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12815 FILM NUMBER: 13648444 BUSINESS ADDRESS: STREET 1: OOSTDUINLAAN 75 CITY: THE HAGUE STATE: P7 ZIP: 2596 JJ BUSINESS PHONE: 31-70-3732010 MAIL ADDRESS: STREET 1: OOSTDUINLAAN 75 CITY: THE HAGUE STATE: P7 ZIP: 2596 JJ 8-K 1 a50579393.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 27, 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 February 27, 2013, Chicago Bridge & Iron Company N.V. issued a press release announcing financial results for the quarter ended December 31, 2012.  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 27, 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: February 27, 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 February 27, 2013

EX-99.1 2 a50579393ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

CB&I Reports 2012 Fourth Quarter and Full-Year Results

Earnings per Share up 30% over Q4 2011, 2012 New Awards of $7.3 billion

THE WOODLANDS, Texas--(BUSINESS WIRE)--February 27, 2013--CB&I (NYSE: CBI) today reported net income for the fourth quarter of $89.6 million, or $0.91 per diluted share, versus $70.5 million or $0.70 per diluted share in the fourth quarter of 2011. Revenue for the quarter was $1.5 billion, with new awards of $2.9 billion.

For the full-year, net income was $301.7 million, or $3.07 per diluted share, up 20% in earnings per share year-over-year. CB&I’s consolidated 2012 revenue was $5.5 billion, up 21% from the prior year. Cash and cash equivalents as of December 31, 2012 were $643.4 million.

“I am extremely pleased that CB&I has delivered another year of strong new awards and outstanding performance, resulting in double-digit backlog growth and earnings per share exceeding the top end of our expectations for 2012,” said Philip K. Asherman, President and CEO. “I am particularly proud that we continue to achieve exceptional safety performance around the world. On nearly 71 million work-hours at year-end and with one of our businesses having executed more than 39 million work-hours with zero lost time incidents, CB&I remains in the top tier of safest companies in the industry. Our relentless focus on safety provides the company with not only a tremendous competitive advantage, but also drives recruiting, retention, and client confidence, and most importantly it’s the right thing to do for our employees.”

New Awards for 2012 totaled $7.3 billion, reflecting the company’s ability to capitalize on its global end markets across each of its business sectors. Noteworthy 2012 awards included FEED contracts for Freeport LNG in the U.S. and Anadarko’s Mozambique LNG project, an Oil Sands award for the Kearl Expansion in Canada, Gas Processing projects in Australia and Denmark, an Offshore contract for the Mariner Topsides project in the North Sea, a Paraxylene technology award by Reliance for the world’s largest aromatics complex, as well as numerous additional strategic Petrochemical and Refining technology licensing awards.


Earnings Conference Call

CB&I will host a webcast on February 27 at 4:00 p.m. CST (5:00 p.m. EST) to discuss financial and operating results, and answer questions from investors. The webcast is available at www.CBI.com Investor Relations.

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.

Forward-Looking Statement

This 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 Twelve Months
Ended December 31, Ended December 31,
  2012     2011     2012     2011  
 
Revenue $ 1,537,468 $ 1,255,222 $ 5,485,206 $ 4,550,542
Cost of revenue 1,339,800 1,108,607 4,786,499 3,980,306
       
Gross profit 197,668 146,615 698,707 570,236
% of Revenue 12.9 % 11.7 % 12.7 % 12.5 %
 
Selling and administrative expense 59,464 49,661 227,948 205,550
% of Revenue 3.9 % 4.0 % 4.2 % 4.5 %
 
Intangibles amortization 4,488 7,229 22,613 26,302
Other operating expense, net 6,618 304 10,434 74
Equity earnings (11,416 ) (9,649 ) (17,931 ) (16,887 )
       
Income from operations 138,514 99,070 455,643 355,197
% of Revenue 9.0 % 7.9 % 8.3 % 7.8 %
 
Interest expense (7,837 ) (3,330 ) (19,606 ) (11,030 )
Interest income 1,592 2,300 8,029 7,796
       
Income before taxes 132,269 98,040 444,066 351,963
 
Income tax expense (35,277 ) (27,512 ) (127,003 ) (96,765 )
       
Net income 96,992 70,528 317,063 255,198
 
Less: Net income attributable to noncontrolling interests   (7,375 )   (60 )   (15,408 )   (166 )
 
Net income attributable to CB&I $ 89,617   $ 70,468   $ 301,655   $ 255,032  
 
Net income attributable to CB&I per share:
Basic $ 0.93 $ 0.72 $ 3.12 $ 2.60
Diluted $ 0.91 $ 0.70 $ 3.07 $ 2.55
 
Weighted average shares outstanding:
Basic 96,479 97,343 96,633 98,022
Diluted 98,230 100,008 98,231 100,205
 
Cash dividends on shares:
Amount $ 4,841 $ 4,881 $ 19,394 $ 19,722
Per Share $ 0.05 $ 0.05 $ 0.20 $ 0.20
 

               
CHICAGO BRIDGE & IRON COMPANY N.V.
SEGMENT INFORMATION
(in thousands)
   
Three Months Ended December 31,   Twelve Months Ended December 31,  
2012 2011   2012 2011
 
% of % of % of % of
NEW AWARDS* Total Total Total Total
Steel Plate Structures $ 921,344 32 % $ 281,822 36 % $ 2,495,358 34 % $ 4,079,599 60 %
Project Engineering and Construction 1,785,141 63 % 337,135 44 % 4,083,891 56 % 2,190,272 32 %
Lummus Technology   144,251 5 %   153,450 20 %   726,721 10 %   537,844 8 %
Total $ 2,850,736 $ 772,407 $ 7,305,970 $ 6,807,715
 
 
% of % of % of % of
REVENUE Total Total Total Total
Steel Plate Structures $ 541,644 35 % $ 475,739 38 % $ 1,957,681 36 % $ 1,812,180 40 %
Project Engineering and Construction 847,729 55 % 653,561 52 % 3,040,229 55 % 2,289,788 50 %
Lummus Technology   148,095 10 %   125,922 10 %   487,296 9 %   448,574 10 %
Total $ 1,537,468 $ 1,255,222 $ 5,485,206 $ 4,550,542
 
 
% of % of % of % of
INCOME FROM OPERATIONS Revenue Revenue Revenue Revenue
Steel Plate Structures $ 54,649 10.1 % $ 39,586 8.3 % $ 192,593 9.8 % $ 167,283 9.2 %
Project Engineering and Construction 42,945 5.1 % 29,484 4.5 % 136,689 4.5 % 91,576 4.0 %
Lummus Technology   40,920 27.6 %   30,000 23.8 %   126,361 25.9 %   96,338 21.5 %
Total $ 138,514 9.0 % $ 99,070 7.9 % $ 455,643 8.3 % $ 355,197 7.8 %
 
 
* 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)
   
 
December 31,
2012 2011 *
ASSETS
 
Current assets $ 2,721,555 $ 1,653,096
Equity investments 97,267 95,687
Property and equipment, net 285,871 262,003
Goodwill and other intangibles, net 1,093,019 1,114,512
Other non-current assets 131,963 154,051
   
Total assets $ 4,329,675 $ 3,279,349
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
Current maturity of long-term debt $ - $ 40,000
Other current liabilities 1,772,522 1,716,879
Long-term debt 800,000 -
Other non-current liabilities 360,843 326,040
 
Shareholders' equity 1,396,310 1,196,430
   
Total liabilities and shareholders' equity $ 4,329,675 $ 3,279,349
 
* Certain December 31, 2011 income tax payable, income tax receivable and deferred tax asset and liability balances have been reclassified to conform to our December 31, 2012 presentation.
 

 
CHICAGO BRIDGE & IRON COMPANY N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND OTHER FINANCIAL DATA
(in thousands)
   
Twelve Months
Ended December 31,
  2012     2011  
CASH FLOWS
 
Cash flows from operating activities $ 202,504 $ 413,155
Cash flows from investing activities (66,785 ) (32,753 )
Cash flows from financing activities (174,111 ) (178,795 )
Effect of exchange rate changes on cash and cash equivalents 9,976 (11,534 )
   
(Decrease) increase in cash and cash equivalents (28,416 ) 190,073
Cash and cash equivalents, beginning of the year   671,811     481,738  
Cash and cash equivalents, end of the year $ 643,395   $ 671,811  
 
OTHER FINANCIAL DATA
 
Increase in receivables, net $ (258,132 ) $ (130,192 )
Change in contracts in progress, net (222,133 ) 16,419
Increase in accounts payable   135,755     159,524  
Change in contract capital $ (344,510 ) $ 45,751  
 
Depreciation and amortization $ 66,421 $ 70,184
Capital expenditures $ 72,279 $ 40,945
 
Backlog ** $ 10,928,818 $ 8,968,206
 
 
** 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
Investors: Christi Thoms, +1 832-513-1200
Media: www.CBI.com