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) March 15, 2007

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11442	34-1712937
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

(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 March 15, 2007, Chart Industries, Inc. (the “Company”) issued a press release announcing its results for its fourth quarter and the year ended December 31, 2006. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. All information in the press 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.

Item 9.01Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Chart Industries, Inc. Press Release, dated March 15, 2007, announcing the Company’s 2006 fourth quarter and annual results.

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: March 15, 2007	/s/ Michael F. Biehl
	Michael F. Biehl Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Chart Industries, Inc. Press Release, dated March 15, 2007, announcing the Company’s 2006 fourth quarter and annual results.

EX-99.1

Exhibit 99.1

Chart Industries Reports 2006 Fourth Quarter and Annual Results

• Annual net sales up 33% to $537.5 million

• Earnings of $26.9 million for full year, or $1.65 per diluted share

• Awarded $40 million order for a large overseas LNG project

• Backlog increases significantly to $319.2 million

• Provides positive 2007 outlook

Cleveland, Ohio — March 15, 2007 — 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 fourth quarter and year ended December 31, 2006.

Net sales for the quarter increased 28% to $144.4 million from $112.5 million in the comparable period a year ago. For the year, net sales rose 33% to $537.5 million from $403.1 million in 2005.

Net income for the quarter was $8.6 million, or $0.33 per diluted share. This compares to a net loss of $13.3 million for the same period a year ago. Earnings per share data for the previous year is not available as a result of the changes in the Company's capital structure in the fourth quarter of 2005. For the year, net income was $26.9 million, or $1.65 per diluted share. Pro forma net income per diluted share for the full year would have been $1.04 after giving full effect to the shares issued in the Company’s July 2006 initial public offering. In 2005, the Company earned $8.4 million.

“We are very pleased with our fourth quarter and 2006 results, which exceeded our original expectations,” stated Sam Thomas, Chart Industries, Inc. President and Chief Executive Officer. “Our strong sales gains in both the quarter and full year reflect the continued strength of our Energy & Chemicals and Distribution & Storage business segments.”

Backlog at December 31, 2006 was $319.2 million, an increase of 23% and 37%, respectively, from $260.0 million and $233.6 million at September 30, 2006 and December 31, 2005. “During the quarter, our orders were up significantly, including a new overseas liquid natural gas (“LNG”) award in excess of $40 million, which we are very pleased to have for our Energy & Chemicals business,” continued Mr. Thomas. “There have been reported delays of several significant LNG projects, which are routine in these markets; however, we continue to be optimistic about our opportunities in securing orders for such projects, as confirmed by this recent award.”

Gross profit for the quarter was $42.4 million, compared to $25.2 million in the fourth quarter of 2005. Gross profit for the year was up 41% to $154.9 million from $110.1 million in 2005. The increase in gross profit primarily reflects the strong sales volume. Gross profit for 2005 included an $8.9 million non-recurring inventory valuation charge related to the October 2005 acquisition by First Reserve Fund X, L. P. (“First Reserve”).

“Our gross profit margin for the fourth quarter improved to 29% from 28% in the third quarter of 2006 with the biggest change occurring in our Energy & Chemicals business, where gross profit margin continues to move towards more normal levels,” stated Mr. Thomas. “Good progress has been made on the two complex field installation projects reported on in prior quarters. However, one of the projects will extend out to late 2007, which is later than originally anticipated, due to the customer’s decision to replace certain materials rather than repair storm damaged materials. We believe the costs to complete these projects continue to be consistent with our expectations and have been adequately reflected in our actual financial results for the year and in our 2007 forecasted earnings.”

The Company’s selling, general and administrative (“SG&A”) expenses for the fourth quarter were $18.8 million, or 13% of sales, compared with $26.8 million, or 24% of sales, for the same quarter a year ago. SG&A expenses for the fourth quarter of 2005 included $11.4 million of non-recurring charges primarily related to the acquisition of the Company by First Reserve. The $3.4 million increase, excluding the 2005 acquisition related expenses, was primarily due to higher employee related and infrastructure costs to support the Company’s business growth, increased health care expenses and higher public company expenses, particularly Sarbanes-Oxley implementation costs.

Amortization expense for the fourth quarter was $4.1 million compared with $3.1 million for the fourth quarter a year ago. This increase is attributable to higher amortization for finite-lived intangible assets recorded at fair value primarily as a result of the acquisition of the Company in 2005.

Net interest expense and amortization of financing costs for the fourth quarter was $6.6 million compared with $6.1 million for the same quarter a year ago. The increase was primarily attributable to acquisition related long-term debt, which was not outstanding for the entire fourth quarter of 2005, and higher interest rates in 2006, partially offset by the prepayment of senior term debt in 2006.

Income tax expense was $4.2 million for the fourth quarter and represented an annual effective tax rate of 32.3% for 2006. An income tax benefit of $4.8 million for the fourth quarter of 2005 resulted in an annual effective tax rate of 44.4% for 2005, which was unfavorably impacted by certain non-deductible acquisition related charges.

Cash provided by operations for the year increased by 20% to $36.4 million compared to $30.3 million for 2005. Cooler Service, which manufactures air cooled heat exchangers, was acquired in the second quarter of 2006 for $15.9 million of cash. Capital expenditures increased to $22.3 million for 2006 compared to $16.6 million in 2005. The increase was the result of strategic manufacturing expansion projects at the Company’s Energy & Chemicals Wisconsin brazed aluminum heat exchanger manufacturing facility and Distribution & Storage manufacturing facilities in Minnesota, China and the Czech Republic. During 2006, long-term debt decreased $55.0 million to $290.0 million at December 31, 2006. This decrease is primarily attributable to the use of net proceeds

received from the Company’s initial public offering and warrant and option exercises to prepay outstanding term debt.

SEGMENT HIGHLIGHTS

Energy & Chemicals (“E&C”) segment sales improved by 30% to $52.6 million for the fourth quarter compared to $40.5 million for the same quarter in the prior year and improved by 57% to $190.7 million for the year compared to $121.1 million in the prior year. This increase resulted primarily from higher volume, particularly large heat exchanger and process systems projects, and air cooled heat exchangers as a result of the 2006 acquisition of Cooler Service. E&C gross profit decreased slightly to $11.5 million in the fourth quarter of 2006 compared to 2005, but increased for the year by $5.8 million. This fourth quarter decline was primarily the result of continued project execution and field installation costs for two process system projects, as disclosed in prior quarters. These complex, long-term field installation projects are now expected to be completed during the second and fourth quarters of 2007. The extended completion of one of these projects late into the fourth quarter is a result of the customer’s decision to replace certain storm damaged vacuum insulated pipe materials instead of repairing them. E&C’s gross profit margin showed improvement to 22% in the fourth quarter of 2006 compared to 19% in the third quarter of 2006, but was below the fourth quarter 2005 gross profit margin of 30%. The gross profit margin for the year was 21% compared to 28% for 2005. This decline was primarily the result of higher costs on the two field installation projects.

Distribution & Storage (“D&S”) segment sales were very strong for the quarter and the year, increasing by 36% to $73.5 million for the fourth quarter of 2006 and 28% to $268.3 million for the year compared with the same periods a year ago. Bulk storage and packaged gas systems sales volumes were favorably affected by the continued growth in the global industrial gas market, including markets served by the Company’s China and Czech Republic facilities. Price increases, implemented to absorb escalating raw material costs, also contributed to the sales growth. D&S gross profit increased by $14.7 million to $24.5 million in the fourth quarter of 2006 and by $31.4 million to $87.3 million for the year. Gross profit margin improved to 33% in the fourth quarter of 2006 from 18% for the comparable quarter in 2005 and improved to 33% for the year compared to 27% for the prior year. This improvement was primarily the result of higher sales volume and the timing of product price increases. In addition, the fourth quarter of 2005 included a $6.4 million non-cash inventory valuation charge related to the First Reserve acquisition.

BioMedical segment sales for the quarter improved by 2% to $18.3 million, compared with $17.9 million for the same quarter a year ago and improved by 8% to $78.5 million for the year compared to the prior year. This increase in sales was primarily due to higher demand in international markets for medical respiratory products and volume growth in both domestic and international biological storage systems. These factors were partially offset by a decrease in U.S. medical respiratory sales due to announced reductions in government reimbursement programs for oxygen therapy systems as previously reported. BioMedical gross profit increased by $3.2 million to $6.3 million in the fourth quarter of 2006 and increased by $7.7 million to $28.0 million for the year. Gross profit margin

improved to 34% in the fourth quarter compared to 17% for the same quarter in 2005 and improved to 36% for the year compared to 28% for the prior year. The margin improvement was primarily attributable to productivity improvements and the higher sales volume. In addition, the 2005 fourth quarter included a $2.5 million non-cash inventory valuation charge related to the First Reserve acquisition.

OUTLOOK

Based on current market conditions and the strength of current backlog, the Company is establishing 2007 guidance as follows:

• Net sales are anticipated in the range of $604 million to $637 million.

• Diluted earnings per share are expected to be in the range of $1.54 to $1.66 per share on 25.8 million weighted average shares outstanding.

• Capital expenditures will range from $25 million to $30 million. About $8.0 million will be used to double the size of the Company’s manufacturing facility in China, accelerating its ability to meet the growing demand in China and globally. The Company will also continue the expansions at its E&C Wisconsin and D&S Czech Republic manufacturing facilities in 2007.

The above diluted earnings per share guidance does not include potential future non-recurring charges, such as the possible vesting of management’s performance stock options that could result in a substantial non-cash charge to earnings.

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 revenue, earnings or performance, 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,” “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 which the Company serves; a delay, significant reduction in and/or loss of purchases by large customers; competition; compliance obligations under the Sarbanes-Oxley Act of 2002; general economic, political, business and market risks associated with the Company’s non-U.S. operations; the Company’s ability to successfully manage its growth; the loss of key employees; the pricing and availability of raw materials; the Company’s ability to manage its fixed-price

contract exposure; the Company’s ability to successfully acquire or integrate companies that provide complementary products or technologies; the impairment of goodwill and other indefinite-lived intangible assets; and litigation and disputes involving the Company. 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. The Company undertakes no obligation to update publicly or revise any forward-looking statement.

Chart is a leading 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 in eight states and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom. For more information, visit: http://www.chart-ind.com.

As previously announced, the Company will discuss its fourth quarter and full year 2006 results on a conference call on March 15, 2007 at 10:30 a.m. ET. Participants may join the conference call by dialing (800) 374-0113 in the U.S. or (706) 758-9607 from outside the U.S. A live webcast presentation will also be accessible at 10:30 a.m. ET at http://www.chart-ind.com. Please log in or dial in five to ten minutes prior to the start time.

A taped replay of the conference call will be archived on the Company’s website, www.chart-ind.com, approximately one hour after the call concludes. You may also listen to a taped replay of the conference call by dialing (800) 642-1687 in the U.S. or (706) 645-9291 outside the U.S. and entering Event ID 2031810. The telephone replay will be available beginning approximately one hour after the end of the call until 11:59 p.m. ET, March 30, 2007.

For more information, click here:
http://www.chart-ind.com/investor_relations.cfm/?b=1444&l=1

Contact:
Michael F. Biehl
Executive Vice President,
Chief Financial Officer
and Treasurer
440-544-1244
michael.biehl@chart-ind.com

CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2006			2005 (1)			2006			2005 (1)
Sales	$	144,422		$	112,471		$	537,454		$	403,149
Cost of Sales		102,043			87,270			382,535			293,017
Gross profit		42,379			25,201			154,919			110,132
Selling, general and administrative expenses		18,842			26,798			72,214			70,799
Amortization expense		4,053			3,134			15,438			5,659
Acquisition expenses		—			5,585			—			6,602
Employee separation and plant closure costs		92			191			396			1,196
Loss (gain) on sale of assets		—			1,294			—			(53	)
		22,987			37,002			88,048			84,203
Operating income (loss) (2)		19,392			(11,801	)		66,871			25,929
Other income (expense):
Interest expense, net		(6,205	)		(5,795	)		(25,461	)		(9,757	)
Financing costs amortization		(404	)		(308	)		(1,536	)		(308	)
Other income (expense)		356			(202	)		533			(723	)
		(6,253	)		(6,305	)		(26,464	)		(10,788	)
Income (loss) before income taxes and minority interest		13,139			(18,106	)		40,407			15,141
Income tax expense (benefit)		4,182			(4,763	)		13,044			6,718
Income (loss) before minority interest		8,957			(13,343	)		27,363			8,423
Minority interest, net of taxes		(348	)		14			(468	)		(71	)
Net income (loss)	$	8,609		$	(13,329	)	$	26,895		$	8,352
Net income per common share — basic	$	0.34			n/a		$	1.70			n/a
Net income per common share -diluted	$	0.33			n/a		$	1.65	(3)		n/a
Weighted average number of common shares outstanding — basic		25,604			n/a			15,835			n/a
Weighted average number of common shares outstanding — diluted		25,755			n/a			16,269			n/a

(1)	The Company was acquired by First Reserve Fund X, L.P. in 2005 and this year represents the combined results of operations of the Company and its predecessor. Net income per common share and weighted average common shares outstanding are not available for the combined results, since the Company and its predecessor had different capital structures in 2005. See Table 1 for reconciliation of reported and combined results.
(2)	Includes depreciation expense of $1,616 and $ 1,379 for the three months ended December 31, 2006 and 2005, respectively, and $5,475 and $5,237 for the years ended December 31, 2006 and 2005, respectively.
(3)	After giving full effect of the 14,375 shares issued in the third quarter of 2006 in connection with our initial public offering, as if the shares had been outstanding for the full year, pro forma net income per diluted share for 2006 would have been $1.04 and pro forma weighted average number of common shares outstanding — diluted would have been 25,755.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)

	Year Ended December 31,
	2006			2005 (1)
Net Cash Provided by Operating Activities	$	36,398		$	30,276
Investing Activities
Capital expenditures		(22,253	)		(16,639	)
Acquisition of business		(15,927	)		(12,147	)
Payment to Predecessor Company shareholders for Acquisition		—			(356,649	)
Other investing activities		(484	)		2,386
Net Cash Used In Investing Activities		(38,664	)		(383,049	)
Financing Activities
Proceeds from long-term debt		—			350,000
Net borrowings on revolving credit facility and other debt		(89	)		800
Principal payments on debt		(56,517	)		(84,425	)
Proceeds from equity contribution		—			111,298
Payment of financing costs		(854	)		(11,558	)
Payment of exercised stock options		—			(15,756	)
Initial public offering proceeds, net		172,496			—
Dividend payments		(150,313	)		—
Proceeds from sale of stock		39,237			1,691
Tax benefit from exercise of stock options		5,275			—
Other financing activities		—			(1,853	)
Net Cash Provided By Financing Activities		9,235			350,197
Net increase (decrease) in cash and cash equivalents		6,969			(2,576	)
Effect of exchange rate changes on cash		559			(912	)
Cash and cash equivalents at beginning of period		11,326			14,814
Cash And Cash Equivalents At End of Period	$	18,854		$	11,326

(1) The Company was acquired by First Reserve Fund X, L.P. in 2005 and this year represents the combined results of operations of the Company and its predecessor. See Table 2 for reconciliation of reported and combined results for 2005.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)

	December 31,
	2006		2005
ASSETS
Current Assets	$	230,635	$	166,899
Property, plant and equipment, net		85,723		63,701
Goodwill		247,144		236,742
Identifiable intangible assets, net		146,623		154,063
Other assets, net		14,750		14,236
TOTAL ASSETS	$	724,875	$	635,641
LIABILITIES & SHAREHOLDERS’ EQUITY
Current Liabilities	$	139,241	$	98,316
Long-term debt		290,000		345,000
Other long-term liabilities		75,900		75,995
Shareholders’ Equity		219,734		116,330
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	724,875	$	635,641

TABLE 1
RECONCILIATION OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars and shares in thousands, except per share amounts)

				Predecessor									Predecessor
	Company			Company			Combined			Company			Company			Combined
	October 17			October 1,			Three Months			October 17			January 1,			Year
	2005 to			2005 to			Ended			2005 to			2005 to			Ended
	December 31,			October 16,			December 31,			December 31,			October 16,			December 31,
	2005			2005			2005			2005			2005			2005
Sales	$	97,652		$	14,819		$	112,471		$	97,652		$	305,497		$	403,149
Cost of Sales		75,733			11,537			87,270			75,733			217,284			293,017
Gross profit		21,919			3,282			25,201			21,919			88,213			110,132
Selling, general and administrative expenses		13,659			13,139			26,798			13,659			57,140			70,799
Amortization expense		2,973			161			3,134			2,973			2,686			5,659
Acquisition expenses		—			5,585			5,585			—			6,602			6,602
Employee separation and plant closure costs		139			52			191			139			1,057			1,196
Loss (gain) on sale of assets		78			1,216			1,294			78			(131	)		(53	)
		16,849			20,153			37,002			16,849			67,354			84,203
Operating income (loss)		5,070			(16,871	)		(11,801	)		5,070			20,859			25,929
Other income (expense):
Interest expense, net		(5,565	)		(230	)		(5,795	)		(5,565	)		(4,192	)		(9,757	)
Financing costs amortization		(308	)		—			(308	)		(308	)		—			(308	)
Other income (expense)		(92	)		(110	)		(202	)		(92	)		(631	)		(723	)
		(5,965	)		(340	)		(6,305	)		(5,965	)		(4,823	)		(10,788	)
Income (loss) before income taxes and minority interest		(895	)		(17,211	)		(18,106	)		(895	)		16,036			15,141
Income tax expense (benefit)		(441	)		(4,322	)		(4,763	)		(441	)		7,159			6,718
Income (loss) before minority interest		(454	)		(12,889	)		(13,343	)		(454	)		8,877			8,423
Minority interest, net of taxes		(52	)		66			14			(52	)		(19	)		(71	)
Net income (loss)	$	(506	)	$	(12,823	)	$	(13,329	)	$	(506	)	$	8,858		$	8,352
Net income per common share — basic	$	(0.06	)		n/a			n/a		$	(0.06	)	$	1.65			n/a
Net income per common share -diluted	$	(0.06	)		n/a			n/a		$	(0.06	)	$	1.57			n/a
Weighted average number of common shares outstanding — basic		7,952			n/a			n/a			7,952			5,366			n/a
Weighted average number of common shares outstanding — diluted		7,952			n/a			n/a			7,952			5,638			n/a

TABLE 2
RECONCILIATION OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)

				Predecessor
	Company			Company			Combined
	October 17,			January 1,			Year
	2005 to			2005 to			Ended
	December 31,			October 16,			December 31,
	2005			2005			2005
Net Cash Provided by Operating Activities	$	14,635		$	15,641		$	30,276
INVESTING ACTIVITIES
Capital expenditures		(5,601	)		(11,038	)		(16,639	)
Acquisition of business		—			(12,147	)		(12,147	)
Payment to Predecessor Company shareholders for Acquisition		(356,649	)		—			(356,649	)
Other investing activities		—			2,386			2,386
Net Cash Used In Investing Activities		(362,250	)		(20,799	)		(383,049	)
FINANCING ACTIVITIES
Proceeds from long-term debt		350,000			—			350,000
Net borrowings on revolving credit facility and other debt		(2,185	)		2,985			800
Principal payments on debt		(81,457	)		(2,968	)		(84,425	)
Proceeds from equity contribution		111,298			—			111,298
Payment of financing costs		(11,558	)		—			(11,558	)
Payment of exercised stock options		(15,756	)		—			(15,756	)
Proceeds from sale of stock		—			1,691			1,691
Other financing activities		(1,853	)		—			(1,853	)
Net Cash Provided By Financing Activities		348,489			1,708			350,197
Net increase (decrease) in cash and cash equivalents		874			(3,450	)		(2,576	)
Effect of exchange rate changes on cash		(1,018	)		106			(912	)
Cash and cash equivalents at beginning of period		11,470			14,814			14,814
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	11,326		$	11,470		$	11,326