0000892553-13-000028.txt : 20131031 0000892553-13-000028.hdr.sgml : 20131031 20131031091325 ACCESSION NUMBER: 0000892553-13-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20131031 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131031 DATE AS OF CHANGE: 20131031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 131181007 BUSINESS ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 BUSINESS PHONE: 4407531490 MAIL ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 8-K 1 gtls-20131031x8k.htm 8-K GTLS-2013.10.31-8K
                                    

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) October 31, 2013
____________________________________
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________

Delaware
001-11442
34-1712937
(State of other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
44125
(Address of principal executive offices)
(ZIP Code)

Registrant’s telephone number, including area code: (440) 753-1490

NOT APPLICABLE
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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.
On October 31, 2013, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the third quarter ended September 30, 2013. A copy of the news release is furnished with this Current Report on Form 8-K as Exhibit 99.1. All information in the news release is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference.
The news release furnished with this Current Report on Form 8-K as Exhibit 99.1 includes an adjusted earnings per share amount that excludes certain expenses and costs associated with the AirSep acquisition that were recognized in the quarter, as well as the impact of Company’s Convertible Notes becoming eligible for conversion. Also included for purposes of period-to-period comparison is an adjusted earnings per share amount for the third quarter of 2012 which excludes certain acquisition related costs that were recognized in that quarter. These adjusted earnings per share measures are not recognized under generally accepted accounting principles (“GAAP”) and are referred to as “non-GAAP financial measures” in Regulation G under the Securities Act. The Company believes these adjusted earnings per share amounts are of interest to investors and facilitate useful period-to-period comparisons of the Company’s financial results, and this information is used by the Company in evaluating internal performance. The adjusted earnings per share amounts are reconciled to earnings per share in a table at the end of the news release.
 
Item 7.01    Regulation FD Disclosure.
On October 31, 2013, the Company announced that it has entered into an agreement with Wuxi City Zhongbo Heat Exchanger Co., Ltd., to acquire the company’s brazed aluminum heat exchanger (“BAHX”) business in China. The acquired operations will be managed by the Company’s Energy & Chemicals (“E&C”) group. A copy of the news release is furnished with this Current Report on Form 8-K as Exhibit 99.2.
On October 31, 2013, the Company announced that it has been awarded a contract to build and commission 20 retail liquefied natural gas (LNG) fueling stations across North America. A copy of this news release is furnished with this Current Report on Form 8-K as Exhibit 99.3.
All information in these news releases is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
Description
99.1
Chart Industries, Inc. News Release, dated October 31, 2013, announcing the Company’s third quarter 2013 results.
99.2
Chart Industries, Inc. News Release, dated October 31, 2013, announcing an agreement to purchase the BAHX business of Wuxi City Zhongbo Heat Exchanger Co., Ltd. in China.
99.3
Chart Industries, Inc. News Release, dated October 31, 2013, announcing a contract for 20 retail LNG fueling stations.

2

                                                        

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.

 
Chart Industries, Inc.

Date: October 31, 2013



 
By:   /s/ Michael F. Biehl                                                 
Michael F. Biehl
Executive Vice President, Chief Financial Officer and Treasurer
 
 


3



EXHIBIT INDEX
Exhibit No.
Description
99.1
Chart Industries, Inc. News Release, dated October 31, 2013, announcing the Company’s third quarter 2013 results.
99.2
Chart Industries, Inc. News Release, dated October 31, 2013, announcing an agreement to purchase the BAHX business of Wuxi City Zhongbo Heat Exchanger Co., Ltd. in China.
99.3
Chart Industries, Inc. News Release, dated October 31, 2013, announcing a contract for 20 retail LNG fueling stations.







4
EX-99.1 2 a991pressreleasefinancials.htm EXHIBIT 99.1 99.1 Press Release Financial Statements
Exhibit 99.1

Chart Industries Reports 2013 Third Quarter Results


Cleveland, Ohio - October 31, 2013 - Chart Industries, Inc. (NASDAQ: GTLS), a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, today reported results for the third quarter ended September 30, 2013. Highlights include:

Sales up 19% from prior year quarter
Backlog up 12% sequentially to a record $743.4 million
Order activity strong; includes previously announced large awards for small scale LNG liquefaction in North America and LNG infrastructure build-out in China, and a new award for 20 LNG fueling stations in North America
Announcement of new manufacturing capacity in China for brazed aluminum heat exchanger operations

Net income for the third quarter of 2013 was $24.4 million, or $0.74 per diluted share. This compares with net income of $18.5 million, or $0.61 per diluted share, for the third quarter of 2012. Third quarter 2013 earnings would have been $0.82 per diluted share excluding $1.0 million, or $0.02 per diluted share, of costs recorded in the quarter largely associated with the AirSep acquisition, as well as a $0.06 per diluted share impact associated with Chart’s Convertible Notes (“Notes”) given Chart’s stock price performance.

Chart’s average common stock price was $112.45 in the third quarter, which exceeded the Notes’ conversion price of $69.03 and our warrants’ strike price of $84.96. This resulted in the inclusion of an additional 2,221,680 shares related to the Notes in the Company’s diluted earnings per share calculation for the quarter. The associated hedge, which helps offset this dilution, cannot be taken into account under Generally Accepted Accounting Principles (“GAAP”). If the hedge could have been considered, it would have reduced the additional shares by 1,336,383 resulting in the inclusion of only 885,297 additional shares related to the Notes. Although the Notes remain convertible at the option of the holders, there have been no conversions to date.

Third quarter 2012 earnings would have been $0.66 per share excluding $2.0 million, or $0.05 per diluted share, of costs largely associated with the AirSep acquisition, which closed in August 2012.

Net sales for the third quarter of 2013 increased 19% to $301.8 million from $254.2 million in the comparable period a year ago. Gross profit for the third quarter of 2013 was $88.6 million, or 29.4% of sales, versus $78.0 million, or 30.7% of sales, in the comparable quarter of 2012.

“Order activity for LNG related equipment remains strong, bolstered by positive news across the LNG value chain,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer. “On the supply side, we are seeing commitments being made in North America to expand small and mid-scale LNG liquefaction capacity. We’re also seeing progression in the build-out of LNG fueling infrastructure, as evidenced by the award received this quarter from a major oil company to build 20 fueling stations. On the end-user side, we are seeing growing demand for LNG equipment, especially for oilfield and transportation applications.”

Mr. Thomas continued, “We’re also excited to announce new heat exchanger capacity in China, which will help Chart meet global demand for brazed aluminum heat exchangers, across all industry sectors, and position Chart with market leading delivery schedules.”




Backlog at September 30, 2013 was $743.4 million, a new record, and up 12% from the June 30, 2013 level of $664.0 million. Orders for the third quarter of 2013 were $370.1 million compared with $369.7 million for the second quarter of 2013.

Selling, general and administrative ("SG&A") expenses for the third quarter of 2013 increased $5.7 million compared with the same period in 2012 to $47.9 million, or 15.9% of sales. SG&A expenses in the third quarter of 2012 were 16.6% of sales. The additional costs in the current quarter are primarily due to the AirSep acquisition, commissions due to the higher sales, and employee-related costs as we pursue LNG-related growth opportunities.

Net interest expense was $4.1 million for the third quarter of 2013, which included $2.5 million of non-cash accretion expense associated with the Company’s Notes. Net cash interest was $1.7 million.

Income tax expense was $7.0 million for the third quarter of 2013 and represented an effective tax rate of 21.9% compared with 30.7% in the prior year quarter. The rate was lower in the current quarter due to increased research and development credits and the effect of income earned by certain of the Company’s foreign entities being taxed at lower rates representing a higher portion of income.

Cash and short-term investments were $151.8 million at September 30, 2013, compared with $125.8 million at June 30, 2013.
 
SEGMENT HIGHLIGHTS

Energy and Chemicals (“E&C”) segment sales decreased by 3.6% to $80.0 million for the third quarter of 2013 compared with $83.0 million for the same quarter in the prior year. E&C gross profit margin was 27.1% compared with 29.2% a year ago. Large baseload LNG projects, with lower average gross margins, accounted for a larger share of the sales mix in the current quarter. Margins were also negatively impacted approximately 1.5% in the quarter due to higher than anticipated costs on certain projects.
 
Distribution and Storage (“D&S”) segment sales increased 29.8% to $152.9 million for the third quarter of 2013 compared with $117.8 million for the same quarter in the prior year. The increase was led by growth in sales of LNG equipment, including sales of on-vehicle LNG fuel tanks in North America, which ran at record levels in the third quarter of 2013. Additional demand for tanks from truck manufacturers has materialized, driven by the availability of new high horsepower natural gas engine options. D&S gross profit margin was 28.1% in the quarter compared with 30.3% a year ago. Gross margins declined due to year over year global sales and product mix differences.
BioMedical segment sales increased 28.7% to $68.9 million for the third quarter of 2013 compared with $53.5 million for the same quarter in the prior year. This increase is due to the AirSep acquisition, partially offset by continued lower year-over-year respiratory volumes in Europe and in the United States. BioMedical gross profit margin increased to 34.8% in the quarter compared with 33.8% for the same period in 2012. Lower AirSep acquisition related costs in the current quarter and improved mix in respiratory products contributed to the increase.



OUTLOOK
Based on third quarter results, current order backlog, and business expectations, the Company is adjusting its previously announced sales guidance and the range of its earnings guidance. Due to customer schedule changes and higher than anticipated costs for certain large projects in our E&C segment, sales and earnings are running lower than previously expected. Nonetheless, our strong outlook for 2014 and beyond on the use of natural gas, and LNG in particular, remains very positive.

Sales for 2013 are expected to be in a range of $1.175 to $1.225 billion, and diluted earnings per share are now expected to be in a range of $2.90 to $3.00 per diluted share, on approximately 30.6 million weighted average shares outstanding. This excludes the impact of $0.19 per diluted share primarily due to anticipated AirSep acquisition costs and any dilution impact resulting from the Notes. This compares with previous sales guidance of $1.2 to $1.3 billion and earnings guidance of $3.10 to $3.40 per diluted share which excluded $0.15 per diluted share in anticipated AirSep acquisition costs and any dilution impact resulting from the Notes.
FORWARD-LOOKING STATEMENTS

Certain statements made in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning the Company's plans, objectives, future orders, revenues, earnings or performance, liquidity and cash flow, capital expenditures, business trends, and other information that is not historical in nature. Forward-looking statements may be identified by terminology such as "may," "will," "should," "expects," "anticipates," "believes," "projects," "forecasts," “outlook,” “guidance,” "continue," or the negative of such terms or comparable terminology.

Forward-looking statements contained in this news release or in other statements made by the Company are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the Company's control, that could cause the Company's actual results to differ materially from those matters expressed or implied by forward-looking statements. These factors and uncertainties include, among others, the following: the cyclicality of the markets that the Company serves and the vulnerability of those markets to economic downturns; a delay, significant reduction in or loss of purchases by large customers; a delay in the anticipated timing of LNG infrastructure build out or respiratory therapy demand recovery; fluctuations in energy prices; the potential for negative developments in the natural gas industry related to hydraulic fracturing; changes in government energy policy or the failure of expected changes in policy to materialize; competition; economic downturns and deteriorating financial conditions; our ability to manage our fixed-price contract exposure; our ability to successfully manage our planned operational expansions; our reliance on key suppliers and potential supplier failures or defects; the modification or cancellation of orders in our backlog; changes in government healthcare regulations and reimbursement policies; general economic, political, business and market risks associated with the Company's international operations and transactions; challenges and uncertainties associated with efforts to acquire and integrate product lines or businesses; loss of key employees and deterioration of employee or labor relations; litigation and disputes involving the Company, including product liability, contract, warranty, intellectual property, employment and environmental claims; variability in operating results associated with unanticipated increases in warranty returns of Company products; fluctuations in foreign currency exchange and interest rates; financial distress of third parties; the regulation of our products by the U.S. Food & Drug Administration and other governmental authorities; the pricing



and availability of raw materials; potential future impairment of the Company’s significant goodwill and other intangibles; the cost of compliance with environmental, health and safety laws; additional liabilities related to taxes; the impact of severe weather; potential dilution to existing holders of our common stock as a result of the conversion of our convertible notes, and the need to utilize our cash balances or credit facility to fund any cash settlement related to such conversions; and volatility and fluctuations in the price of the Company’s stock.

For a discussion of these and additional factors that could cause actual results to differ from those described in the forward-looking statements, see the Company's filings with the Securities and Exchange Commission, including Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement.

Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more information, visit: http://www.chartindustries.com.

Use of Non-GAAP Financial Information:

To supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this news release, certain non-GAAP financial measures as defined by SEC rules are used.  The non-GAAP measures included in this news release have been reconciled to the comparable GAAP measures within an accompanying table, shown on the last page of this news release.

As previously announced, the Company will discuss its third quarter 2013 results on a conference call on Thursday, October 31, 2013 at 10:30 a.m. ET. Participants may join the conference call by dialing (877) 312-9395 in the U.S. or (970) 315-0456 from outside the U.S. A live webcast presentation will also be accessible at 10:30 a.m. ET at http://www.chartindustries.com. Please log-in or dial-in at least five minutes prior to the start time.

A taped replay of the conference call will be archived on the Company’s website, www.chartindustries.com, approximately one hour after the call concludes. You may also listen to a taped replay of the conference call by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside the U.S. and entering Conference Number 86879895. The telephone replay will be available beginning 1:30 p.m. ET, Thursday, October 31, 2013 until 11:59 p.m. ET, Friday, November 8, 2013.


For more information, click here:
http://ir.chartindustries.com/




Contact:                    
Ken Webster
or
Chris Rioux
Vice President, Chief Accounting
 
Manager of Investor Relations and
Officer and Controller
 
Financial Planning
216-626-1216
 
216-626-1216
ken.webster@chartindustries.com
 
chris.rioux@chartindustries.com




CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars and shares in thousands, except per share amounts)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Sales
$
301,757

 
$
254,249

 
$
873,671

 
$
710,294

Cost of sales
213,112

 
176,237

 
615,770

 
490,596

Gross profit
88,645

 
78,012

 
257,901

 
219,698

Selling, general and administrative expenses 
47,934

 
42,170

 
147,043

 
117,522

Amortization expense
4,825

 
3,810

 
14,642

 
10,130

Impairment of intangible assets

 

 

 
3,070

Operating expenses
52,759

 
45,980

 
161,685

 
130,722

Operating income (1)
35,886

 
32,032

 
96,216

 
88,976

Other expenses:
 
 
 
 
 
 
 
Interest expense and financing costs amortization, net
4,469

 
4,332

 
13,090

 
12,860

Foreign currency (gain) loss
(393
)
 
461

 
44

 
1,879

Other expenses, net
4,076

 
4,793

 
13,134

 
14,739

Income before income taxes
31,810

 
27,239

 
83,082

 
74,237

Income tax expense
6,963

 
8,354

 
21,524

 
23,064

Net income
24,847

 
18,885

 
61,558

 
51,173

Noncontrolling interest, net of taxes
402

 
369

 
1,578

 
638

Net income attributable to Chart Industries, Inc.
$
24,445

 
$
18,516

 
$
59,980

 
$
50,535

Net income attributable to Chart Industries, Inc. per common share:
 
 
 
 
 
 
 
  Basic
$
0.81

 
$
0.62

 
$
1.99

 
$
1.70

Diluted
$
0.74

 
$
0.61

 
$
1.90

 
$
1.68

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
30,275

 
29,839

 
30,181

 
29,743

Diluted (2)
32,851

 
30,243

 
31,614

 
30,168


(1) Includes depreciation expense of $5,456 and $15,602 for the three and nine months ended September 30, 2013, respectively, and $4,406 and $12,644 for the three and nine months ended September 30, 2012, respectively.

(2) Includes an additional 2,222 and 1,081 shares related to the Convertible Notes in the Company’s diluted earnings per share calculation for the quarter and year-to-date periods ended September 30, 2013, respectively. The associated hedge, which helps offset this dilution, cannot be taken into account under GAAP. If the hedge could have been considered, it would have reduced the additional shares by 1,336 for the quarter and by 850 for the year-to-date periods ended September 30, 2013.
















CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Net Cash Provided by Operating Activities
$
9,051

 
$
19,398

 
$
19,433

 
$
14,473

Investing Activities
 
 
 
 
 
 
 
Capital expenditures
(21,583
)
 
(12,149
)
 
(50,809
)
 
(28,951
)
Proceeds from sale of assets
64

 
2,040

 
64

 
2,040

Acquisition of business, net of cash acquired
67

 
(182,450
)
 
(2,965
)
 
(182,450
)
Other investing activities

 
(359
)
 

 
(359
)
Net Cash Used In Investing Activities
(21,452
)
 
(192,918
)
 
(53,710
)
 
(209,720
)
Financing Activities
 
 
 
 
 
 
 
Proceeds from long-term debt

 

 

 
21,375

Borrowings on revolving credit facilities
73,319

 
18,387

 
173,550

 
18,387

Repayments on revolving credit facilities
(39,771
)
 

 
(136,782
)
 

Principal payments on long-term debt
(937
)
 
(937
)
 
(2,813
)
 
(3,500
)
Payment of deferred financing costs

 
13

 

 
(1,445
)
Proceeds from exercise of stock options
823

 
1,481

 
5,285

 
3,324

Excess tax benefit from share-based compensation
1,023

 
1,579

 
5,495

 
7,934

Payment of contingent consideration

 
(1,300
)
 

 
(1,300
)
Common stock repurchases
(76
)
 
(46
)
 
(1,979
)
 
(4,537
)
Distribution to noncontrolling interest

 

 
(1,369
)
 

Net Cash Provided By Financing Activities
34,381

 
19,177

 
41,387

 
40,238

Effect of exchange rate changes on cash
4,066

 
5,409

 
3,220

 
3,923

Net increase (decrease) in cash and cash equivalents
26,046

 
(148,934
)
 
10,330

 
(151,086
)
Cash and cash equivalents at beginning of period
125,782

 
254,709

 
141,498

 
256,861

Cash And Cash Equivalents At End of Period
$
151,828

 
$
105,775

 
$
151,828

 
$
105,775













CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
September 30,
2013
 
December 31,
2012
 
(Unaudited)
 
 
ASSETS
 
 
 
Cash and cash equivalents
$
151,828

 
$
141,498

Other current assets
513,273

 
414,926

Property, plant and equipment, net
206,541

 
169,776

Goodwill
399,099

 
398,941

Identifiable intangible assets, net
176,596

 
189,463

Other assets, net
13,907

 
13,237

TOTAL ASSETS
$
1,461,244

 
$
1,327,841

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities (1)
$
521,388

 
$
273,775

Long-term debt
65,625

 
252,021

Other long-term liabilities
93,798

 
102,262

Convertible notes conversion feature (1)
59,100

 

Equity
721,333

 
699,783

TOTAL LIABILITIES AND EQUITY
$
1,461,244

 
$
1,327,841


(1) As a result of meeting one of the events for early conversion as defined in the Indenture of our $250,000 convertible notes, the $190,900 liability component was classified as a current liability, and the $59,100 was classified as temporary equity representing the convertible notes debt conversion feature in our Condensed Consolidated Balance Sheet as of September 30, 2013.








CHART INDUSTRIES, INC. AND SUBSIDIARIES
OPERATING SEGMENTS (UNAUDITED)
(Dollars in thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2012
 
2013
 
2012
Sales
 
 
 
 
 
 
 
Energy & Chemicals
$
79,986

 
$
82,968

 
$
239,563

 
$
228,921

Distribution & Storage
152,895

 
117,752

 
428,784

 
336,278

BioMedical
68,876

 
53,529

 
205,324

 
145,095

Total
$
301,757

 
$
254,249

 
$
873,671

 
$
710,294

Gross Profit
 
 
 
 
 
 
 
Energy & Chemicals
$
21,698

 
$
24,255

 
$
65,479

 
$
69,264

Distribution & Storage
42,984

 
35,678

 
121,341

 
95,968

BioMedical
23,963

 
18,079

 
71,081

 
54,466

Total
$
88,645

 
$
78,012

 
$
257,901

 
$
219,698

Gross Profit Margin
 
 
 
 
 
 
 
Energy & Chemicals
27.1
%
 
29.2
%
 
27.3
%
 
30.3
%
Distribution & Storage
28.1
%
 
30.3
%
 
28.3
%
 
28.5
%
BioMedical
34.8
%
 
33.8
%
 
34.6
%
 
37.5
%
Total
29.4
%
 
30.7
%
 
29.5
%
 
30.9
%
Operating Income (Loss)
 
 
 
 
 
 
 
Energy & Chemicals
$
14,493

 
$
17,057

 
$
42,226

 
$
44,785

Distribution & Storage
22,337

 
19,948

 
65,019

 
54,447

BioMedical
9,970

 
7,051

 
25,475

 
25,498

Corporate
(10,914
)
 
(12,024
)
 
(36,504
)
 
(35,754
)
Total
$
35,886

 
$
32,032

 
$
96,216

 
$
88,976



















CHART INDUSTRIES, INC. AND SUBSIDIARIES
ORDERS AND BACKLOG (UNAUDITED)
(Dollars in thousands)
 
Three Months Ended
 
September 30,
2013
 
June 30,
2013
Orders
 
 
 
Energy & Chemicals
$
93,083

 
$
77,892

Distribution & Storage
218,990

 
222,053

BioMedical
58,050

 
69,746

Total
$
370,123

 
$
369,691

Backlog
 
 
 
Energy & Chemicals
$
336,154

 
$
322,827

Distribution & Storage
380,266

 
310,459

BioMedical
27,015

 
30,727

Total
$
743,435

 
$
664,013










CHART INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE
(UNAUDITED)
 
Three Months Ended September 30,
 
2013
 
2012
Earnings per diluted share
$
0.74

 
$
0.61

Inventory write-up to fair value

 
0.02

Severance/retention
0.02

 
0.02

Dilution impact of convertible notes
0.06

 

Other

 
0.01

Adjusted earnings per diluted share
$
0.82

 
$
0.66




EX-99.2 3 a992wuxiacquisition.htm EXHIBIT 99.2 99.2 Wuxi Acquisition
Exhibit 99.2

Chart Industries to Acquire Heat Exchanger Operation in China to Further Expand Global Capacity
Cleveland, Ohio – October 31, 2013 - Chart Industries, Inc. (Nasdaq: GTLS), a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, announced today that it has entered into an agreement with Wuxi City Zhongbo Heat Exchanger Co., Ltd., to acquire the company’s brazed aluminum heat exchanger (“BAHX”) business. Financial terms of the agreement were not disclosed.
The acquired operations will be managed by Chart’s Energy & Chemicals segment (“Chart E&C"). The agreement includes the construction of a new, purpose built BAHX manufacturing and Cold Box fabrication facility in Wuxi, China. Chart E&C’s existing Cold Box fabrication facility in Changzhou, China, will be integrated into the new facility in Wuxi, which will open up more capacity for Chart’s D&S LNG business in Changzhou.
As previously announced, Chart is also expanding manufacturing capacity at its BAHX operations in La Crosse, Wisconsin, increasing capacity in North America by 40%. La Crosse will remain the design and manufacturing headquarters of global BAHX operations. Both expansion projects are expected to be completed in the first half of 2014.
“These capacity expansions form an integral part of Chart E&C’s overall growth strategy,” commented Mike Durkin, President of Chart E&C. “They will help Chart meet global demand for both low pressure and high pressure brazed aluminium heat exchangers, furthering our ability to support our global customer base across all industry sectors with market-leading delivery schedules. With new personnel being recruited at both locations, there are benefits for the respective local economies.”
BAHX are integral to cryogenic processing plants around the world for the production and purification of atmospheric gases, such as nitrogen and oxygen, and production of fundamental petrochemicals, such as ethylene and propylene, and the processing and liquefaction of natural gas.
Certain statements made in this news release are, or imply forward-looking statements, such as statements concerning business plans, objectives, market trends, future revenue, performance, and other information that is not historical in nature. These statements are made based on Chart’s expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially, such as cyclicality of product markets and vulnerability of markets to economic downturns, a delay or reduction in customer purchases, competition, fluctuations in energy prices or changes in government energy policy, receipt of governmental approvals in China for expansion, economic, political, business and market risks associated with international operations, challenges and uncertainties associated with efforts to acquire and integrate product lines and businesses, management of fixed-price contract exposure, reliance on the availability of key supplies and services, pricing and availability of raw materials, and modification or cancellation of customer contracts. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Chart's filings with the Securities and Exchange Commission, including Item 1A - Risk Factors, of Chart's most recent Annual Report on Form 10-K. Chart undertakes no obligation to update or revise any forward-looking statement.



Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more information, visit: http://www.chartindustries.com.
Contact:
Ken Webster
or
Chris Rioux
Vice President, Chief Accounting
 
Manager of Investor Relations and
Officer and Controller
 
Financial Planning
216-626-1216
 
216-626-1216
ken.webster@chartindustries.com
 
chris.rioux@chartindustries.com


EX-99.3 4 a993fuelingstationrelease.htm EXHIBIT 99.3 99.3 Fueling Station Release
Exhibit 99.3

Chart Industries Receives Contract to Expand Nationwide Liquefied Natural Gas (LNG) Fueling Network

Cleveland, Ohio – October 31, 2013 - Chart Industries, Inc. (Nasdaq: GTLS), a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, announced today that it has been awarded a contract in the third quarter by a major oil company to build and commission 20 retail liquefied natural gas (LNG) fueling stations across North America.

The 20 LNG fueling stations will be built at existing truck stop sites with the intention of adding dispensers alongside existing diesel fueling lanes. The order has been reflected in third quarter 2013 ending backlog with completion expected by the second quarter of 2015.

“After developing core technologies for vehicle fueling 20 years ago, it’s gratifying to see acceleration in fueling station deployment,” said Bill Haukoos, Chart D&S Vice President, Global LNG Products. “We look forward to working closely with our customers at the forefront of development in the LNG market – a critical step in enhancing both nationwide infrastructure and availability of LNG.”

Chart is an integrated supplier and worldwide leader in LNG equipment for the transportation and energy industries. For more information about how Chart addresses the entire LNG value chain – liquefaction, distribution, storage and end use – visit www.ChartLNG.com.

Certain statements made in this news release are, or imply forward-looking statements, such as statements concerning business plans, objectives, market trends, future revenue, performance, and other information that is not historical in nature. These statements are made based on Chart's expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially, such as cyclicality of product markets and vulnerability of markets to economic downturns, a delay or reduction in customer purchases, competition, fluctuations in energy prices or changes in government energy policy, management of fixed-price contract exposure, reliance on the availability of key supplies and services, pricing and availability of raw materials, and modification or cancellation of customer contracts. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Chart's filings with the Securities and Exchange Commission, including Item 1A - Risk Factors, of Chart's most recent Annual Report on Form 10-K. Chart undertakes no obligation to update or revise any forward-looking statement.

Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Chart's products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more information, visit: http://www.chartindustries.com.




Contact:            
Ken Webster
or
Chris Rioux
Vice President, Chief Accounting
 
Manager of Investor Relations and
Officer and Controller
 
Financial Planning
216-626-1216
 
216-626-1216
ken.webster@chartindustries.com
 
chris.rioux@chartindustries.com