-----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, KmpBycsak5ZVh9eDhjKZAV5pcK1tVhextj/6RJpcMfLwNuQ+0107p88H1O3qknm6 X5VkmD5KX5jbrFQ/aM+m7A== 0000950152-97-007013.txt : 19971006 0000950152-97-007013.hdr.sgml : 19971006 ACCESSION NUMBER: 0000950152-97-007013 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971003 SROS: NYSE 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-11442 FILM NUMBER: 97690566 BUSINESS ADDRESS: STREET 1: 35555 CURTIS BLVD CITY: EASTLAKE STATE: OH ZIP: 44095 BUSINESS PHONE: 2169462525 10-Q/A 1 CHART INDUSTRIES FORM 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________________to_______________________ Commission File Number 1-11442 CHART INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 34-1712937 - --------------------------------- ----------------------------------- (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 34799 Curtis Boulevard, Eastlake, Ohio 44095 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (ZIP Code) Registrant's Telephone Number, Including Area Code: (440) 946-2525 35555 Curtis Boulevard, Eastlake, Ohio 44095 - -------------------------------------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- At June 30, 1997, there were 14,427,843 outstanding shares of the Company's Common Stock, $.01 par value per share. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The information required by Rule 10-01 of Regulation S-X is set forth on pages 3 through 7 of this Report on Form 10-Q. 2 3 CHART INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (dollars in thousands, except per share amounts)
June 30, December 31, 1997 1996 ------------------------------------ ASSETS Current Assets Cash and cash equivalents $41 $4,304 Restricted cash $4,597 5,104 Accounts receivable 21,993 25,922 Inventories 19,984 21,727 Other current assets 5,478 3,630 ---------------------------------- Total Current Assets 52,093 60,687 Property, plant & equipment, net 20,864 17,882 Other assets, net 2,324 2,627 ---------------------------------- TOTAL ASSETS $75,281 $81,196 ================================== LIABILITIES & SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $5,755 $8,582 Customer advances 15,359 12,698 Billings in excess of contract revenue 2,325 11,444 Accrued expenses and other liabilities 13,641 14,955 Current portion of long-term debt 2,896 361 ---------------------------------- Total Current Liabilities 39,976 48,040 Long-term debt 4,238 4,469 Deferred income taxes 591 591 Shareholders' Equity Preferred stock, 1,000,000 shares authorized, none issued or outstanding Common stock, par value $.01 per share - 30,000,000 shares authorized, 15,325,800 and 15,304,800 shares issued at June 30, 1997 and December 31, 1996, respectively 153 102 Additional paid-in capital 18,709 18,118 Retained earnings 21,685 14,321 Treasury stock, at cost, 897,957 and 543,878 shares at June 30, 1997 and December 31, 1996, respectively (10,071) (4,445) ---------------------------------- 30,476 28,096 ---------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $75,281 $81,196 ==================================
The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying notes are an integral part of these condensed consolidated financial statements. 3 4 CHART INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts)
Three Months Ended Six Months Ended June 30, June 30, 1997 1996 1997 1996 ------------------------------- ------------------------------- Sales $41,758 $30,612 $84,198 $65,339 Cost of products sold 28,284 20,828 58,556 45,538 ------------------------------- ------------------------------- Gross Profit 13,474 9,784 25,642 19,801 Selling, general & administrative expense 6,326 4,383 11,712 9,290 ------------------------------- ------------------------------- Operating Income 7,148 5,401 13,930 10,511 Interest expense, net 26 181 18 418 ------------------------------- ------------------------------- Income Before Income Taxes 7,122 5,220 13,912 10,093 Income taxes 2,421 1,672 4,730 3,336 ------------------------------- ------------------------------- Net Income $4,701 $3,548 $9,182 $6,757 =============================== =============================== Net Income per Common Share $0.32 $0.23 $0.62 $0.45 =============================== =============================== Shares used in per share calculations 14,733 15,195 14,846 15,167
The accompanying notes are an integral part of these condensed consolidated financial statements. 4 5 CHART INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands)
Six Months Ended June 30, -------------------------- 1997 1996 -------------------------- OPERATING ACTIVITIES Net income $ 9,182 $ 6,757 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,364 1,422 Contribution of treasury stock to 401K plans 338 305 Deferred income taxes 0 (110) Increase (decrease) in cash resulting from changes in operating assets and liabilities: Accounts receivable 3,929 6,747 Inventory and other current assets (105) (3,963) Accounts payable and accrued liabilities (4,141) 1,140 Billings in excess of contract revenue and customer advances (6,458) 7,501 -------------------------- Net Cash Provided By Operating Activities 4,109 19,799 INVESTING ACTIVITIES Capital expenditures (4,239) (1,609) Purchase of land and building at PSI 0 (3,578) Other investing activities 196 62 -------------------------- Net Cash Used In Investing Activities (4,043) (5,125) FINANCING ACTIVITIES Repayments of long-term debt (196) (3,053) Repayments on credit facility (7,750) (24,000) Borrowings on credit facility 10,250 14,500 Treasury stock and stock option transactions (5,373) (382) Dividends/distributions paid to shareholders (1,767) (1,399) -------------------------- Net Cash Used In Financing Activities (4,836) (14,334) -------------------------- Net increase (decrease) in cash and cash equivalents (4,770) 340 Cash and cash equivalents at beginning of period 9,408 229 -------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,638 $ 569 ==========================
The accompanying notes are an integral part of these condensed consolidated financial statements. 5 6 CHART INDUSTRIES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 1997 Note A - Basis of Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Chart Industries, Inc. and Subsidiaries' Annual Report on Form 10-K for the year ended December 31, 1996. All share and per-share amounts have been adjusted for a 3-for-2 stock split which was distributed to shareholders on June 30, 1997. Note B - Inventories The components of inventory consist of the following:
June 30, December 31, 1997 1996 ---------------------- Raw materials $ 10,080 $11,507 Work in process 10,220 10,536 Finished goods 25 25 LIFO reserve (341) (341) ---------------------- $ 19,984 $21,727 ======================
Note C - Earnings per Share In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating basic earnings per share, the dilutive effect of stock options will be excluded. The impact is expected to result in basic earnings per share for the six-months ended June 30, 1997 and 1996 of $.63 and $.45 per share, respectively. Fully diluted earnings per share for these quarters should not be materially different than the currently disclosed earnings per share. 6 7 Note D - Revenue Recognition Chart Industries, Inc. ("Chart" or the "Company") uses the percentage of completion method of accounting for significant contracts. In other cases, revenue is recognized using the completed contract method. Management performs a monthly assessment of major significant contracts to determine if contract costs will exceed contract revenues. For those projects where the estimated costs exceed estimated revenues, appropriate estimated losses are recorded. The effects of any change orders are accounted for when agreed to by Chart's customers. Note E - Subsequent Event On July 31, 1997, the Company completed the acquisition of Cryenco Sciences, Inc. ("Cryenco") (NASD: CSCI). Total consideration for the merger consisted of $20.7 million for all outstanding common stock, preferred stock, and common stock warrants. 7 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable. 8 9 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Stockholders of the Company was held on May 1, 1997. The following matters were voted on at the meeting. 1. ELECTION OF DIRECTORS. The nominees were elected as Directors to serve for three-year terms with the following votes: Charles S. Holmes ----------------- For 9,198,615 Against -0- Abstain 45,322 Lazzaro G. Modigliani --------------------- For 9,202,057 Against -0- Abstain 41,880 2. APPROVAL OF THE CHART INDUSTRIES, INC. 1997 STOCK OPTION AND INCENTIVE PLAN: For 8,535,916 Against 660,716 Abstain 47,305 3. APPROVAL OF THE CHART INDUSTRIES, INC. 1997 STOCK BONUS PLAN: For 8,985,208 Against 208,223 Abstain 50,506 For a description of the bases used in tabulating the above-referenced votes, see the Company's definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on May 1, 1997. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. See the Exhibit Index on page 11 of this Form 10-Q. (b) Reports on Form 8-K. The Company filed a current report on Form 8-K dated May 1, 1997 announcing the proposed acquisition of Cryenco Sciences Inc. 9 10 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 thereunto duly authorized. Chart Industries, Inc. ------------------------------------------------- (Registrant) Date: October 3, 1997 /s/Don A. Baines ------------------- ------------------------------------------------- Don A. Baines Chief Financial Officer and Treasurer 10 11 EXHIBIT INDEX Exhibit Number Description of Document -------------- ----------------------- 27 Financial Data Schedule 11 EX-27 2 EXHIBIT 27
5 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 4,638 0 21,993 0 19,984 52,093 20,864 0 75,281 39,976 0 153 0 0 30,323 75,281 84,198 84,198 58,556 58,556 11,712 0 18 13,912 4,730 9,182 0 0 0 9,182 .62 .62
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