8-K

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):       July 30, 2001     

                               Chart Industries, Inc.                         
(Exact name of registrant as specified in its charter)

Delaware (State or other
jurisdiction of
incorporation) 1-11442 (Commission
File Number) 34-1712937 (I.R.S. Employer
 Identification No.)

5885 Landerbrook Drive, Suite 150, Cleveland, Ohio (Address of principal executive offices) 44124 (Zip Code)

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

(Former Name or Former Address, if Changed Since Last Report)

Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
(c)	Exhibits.
	99.1 Press Release of the Company, dated July 30, 2001.
Item 9.	Regulation FD Disclosure.
	Pursuant to Regulation FD, Chart Industries, Inc. (the "Company") is furnishing a press release it released on July 30, 2001. The press release is attached hereto as Exhibit 99.1.

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SIGNATURE

        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: July 31, 2001	By:	/s/   John T. Romain
		John T. Romain Controller and Chief Accounting Officer

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EXHIBIT INDEX

EXHIBIT	Description of Exhibit
99.1	Press Release of the company, dated July 30, 2001.

E-1

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

[CHART INDUSTRIES, INC. LETTERHEAD]

Immediate Release

CHART INDUSTRIES REPORTS
SECOND-QUARTER SALES UP SEVEN PERCENT
AND A LOSS OF $0.02 PER SHARE AFTER CHARGES

CLEVELAND, OH - July 30, 2001 - Chart Industries, Inc., (NYSE:CTI) today reported results for its second quarter and six months ended June 30, 2001. Sales for the second quarter were $84.8 million and net loss was $424,000, or $0.02 per diluted share.

        Sales for the second quarter of 2001 were $84.8 million, up 7.4 percent from $78.9 million for the corresponding quarter of 2000. Net loss was $424,000, or $0.02 per diluted share, for the second quarter of 2001 compared with net income of $291,000, or $0.01 per diluted share, for the second quarter of 2000. The Company recorded employee separation and plant closure costs of $1.4 million, primarily for the consolidation of tank repair and rehabilitation services and the resultant plant closures. These charges, when combined with an additional $240,000 non-cash interest charge related to the change in accounting for interest rate hedges adopted during the first quarter, reduced second-quarter net income by $0.05 per diluted share.

        Sales for the first six months of 2001 increased 17.5 percent to $173.8 million from $147.9 million for the corresponding period in 2000. For the first half of 2001, the net loss was $19,000, or $0.00 per diluted share, compared with a net loss of $94,000, or $0.00 per diluted share, for the first half of 2000. The employee separation and plant closure costs, combined with the non-cash interest charges recorded in the first six months of the year related to the change in accounting for interest rate hedges adopted in 2001, reduced net income by $0.06 per diluted share.

        Commenting on Chart's results for the second quarter and first half of 2001, Arthur S. Holmes, Chairman and Chief Executive Officer, said, "I am encouraged with our sales and order intake during this soft business climate in North America and overseas. Although somewhat down compared with recent quarters, second-quarter 2001 sales did exceed sales in the second quarter of 2000. Orders also recovered from a weak 2001 first quarter. We're holding the course in spite of continued softness in the Process Systems & Equipment (PS&E) segment.

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        "We made adjustments to our operations to deal with existing economic conditions and made more changes to improve productivity and rationalize facilities. Expenses for severance costs and facility closings during the second quarter cost us $0.04 per share at the bottom line.

        "Applied Technologies (AT), our largest and most profitable business segment, booked $34.6 million in new orders, up 16 percent from last quarter and closer to recent quarterly win rates. Sales in this segment were also strong reaching the $38 million level for a second time.

        "The Distribution and Storage (D&S) segment had excellent total order intake of $41.8 million, up 27 percent from the first quarter of 2001 and up 19 percent from last year's second quarter. Some D&S product lines have softened. Sales and margins held during tough economic industrial conditions.

        "We completed major portions of Bechtel's Trinidad project in the first quarter of 2001. Second-quarter orders, sales and margins in our PS&E segment again reflect the extended downturn in plant construction. Backlog is at a low of $17.4 million. Bidding activity remains active in hydrocarbon markets but viable projects are slow to realize and often rescheduled. We will continue to adjust manpower levels to match workload in this area.

        "Based upon current economic conditions, we anticipate flat sales going forward for the remainder of 2001. We expect sales mix and tougher pricing to continue to squeeze gross margins in the second half. Attention to cost control and lower interest rates will have a positive impact on our performance, resulting in breakeven to slightly positive net income going forward.

        "For the near-term we will continue to finance our development initiatives and leading growth businesses internally. Poor timing and conditions in capital markets did not result in external financing that met our needs and terms. We believe we can fund our growth prospects through tightened working capital initiatives and restructuring our balance sheet for needed liquidity. Our challenge is to improve operating performance under soft market conditions, continue key new-product developments and reduce debt. I am confident that we will accomplish these objectives."

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Financial highlights are as follows (all figures are in thousands of dollars except per-share amounts, which are based on average shares outstanding on a diluted basis):

	Three months ended June 30,
	2001		2000		% Change
Sales	$	84,797	$	78,924	7.4%
Gross profit		21,531		23,653	(9.0)%
Net income (loss)		(424)		291	N/M
Net income (loss) per share - assuming dilution		(0.02)		0.01	N/M

	Six months ended June 30,
	2001		2000		% Change
Sales	$	173,829	$	147,916	17.5%
Gross profit		48,600		43,413	11.9%
Net loss		(19)		(94)	N/M
Net loss per share - assuming dilution		(0.00)		(0.00)	N/M
N/M - (Not meaningful)

SECOND-QUARTER 2001 FINANCIAL RESULTS

Sales for the second quarter of 2001 were $84.8 million versus $78.9 million for the second quarter of 2000, an increase of $5.9 million, or 7.4 percent. The AT segment grew by 13.0 percent from sales of $33.9 million in the second quarter of 2000 to sales of $38.2 million in the second quarter of 2001 as sales of medical products improved in both the U.S. and Europe. This segment has also seen increased sales of environmental test chambers as the result of its alliance with Qualmark. The D&S segment continues to show the strengths of the Chart/MVE consolidation by winning multi-year, global contracts with the large industrial gas companies. Productivity and throughput initiatives continue to improve performance. Overall performance stayed relatively strong despite the slowing economy in the U.S., with second-quarter 2001 sales of $34.1 million, up over the previous two quarters and off 4.6 percent from the second-quarter 2000 sales of $35.8 million. The PS&E segment sales were $12.4 million, up from sales of $9.3 million in the second quarter of 2000. The sales increase primarily reflects the completion phases of the ALNG project in Trinidad as the rest of the PS&E business has remained relatively slow.

        Gross profit for the second quarter of 2001 was $21.5 million versus $23.7 million for the second quarter of 2000, a decrease of $2.1 million, or 9.0 percent. Gross profit margin for the second quarter of 2001 was 25.4 percent versus 30.0 percent for the second quarter of 2000. The decrease in gross profit margin occurred in the AT and PS&E segments. In the AT segment this was the result of strong sales but with a mix of lower-margin products. Gross margin in the D&S segment was favorably impacted by nearly two margin

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points due to the positive resolution of a warranty issue in Europe. The PS&E segment gross margin reflects under-utilization caused by continued weak demand for new plant equipment in the industrial gas industry and slow product development in the hydrocarbon processing markets.

        Selling, general and administrative (SG&A) expense for the second quarter of 2001 was $12.8 million, versus $15.4 million for the second quarter of 2000. SG&A expense as a percentage of sales was 15.1 percent for the second quarter of 2001 versus 19.5 percent for the second quarter of 2000. Overall SG&A expense reflects several positive items, including a favorable financial settlement with a tenant in Europe and positive experience on medical and workers' compensation claims.

        The Company incurred $1.4 million of employee separation and plant closure costs related primarily to the Cryogenic Services Division as the Ottawa Lake, Michigan, facility and two smaller sites were closed. The Ottawa Lake business was moved to the New Prague, Minnesota, campus where autonomous repair operations can be plugged into existing infrastructure. Two small sites were also closed and consolidated into Holly Springs, Georgia, and Chart's new service center in Costa Mesa, California. The closure costs primarily included the write-off of leasehold improvements and equipment, and severance costs. The Company also incurred $745,000 of inventory charges related to these sites that have been included in cost of sales. The Company will incur additional costs of approximately $500,000 in the third quarter related to completion of the shutdown program and the moving of equipment and inventory from these sites.

        Net interest expense for the second quarter of 2001 was $6.1 million versus $6.4 million for the second quarter of 2000, reflecting lower rates due to decreases by the Federal Reserve in base interest rates. This was partially offset by an additional $240,000 non-cash charge related to the Company's interest rate collars. As of June 30, 2001, the Company had borrowings of $267.9 million on its Credit Facility and was in compliance with all related covenants.

        Income tax expense for the second quarter includes the cumulative effect of adjusting the Company's estimated annual effective tax rate. This change is due to the interaction of reduced estimated 2001 taxable income, caused by the charges discussed above, with the fixed amounts of non tax-deductible goodwill amortization.

        Cash used in operations for the first half of 2001 was $6.9 million compared with $0.8 million used in the first half of 2000. The Company's 2001 operating cash flow from earnings, depreciation and amortization was more than absorbed by increased working capital requirements due to higher sales.

        Capital expenditures for the first half of 2001 were $4.0 million compared with $2.9

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million in the first half of 2000. The Company presently does not have any large capital projects in process and anticipates approximately this same level of capital expenditures for the balance of this year.

        The Company forecasts sufficient cash flow from operations and available borrowings to fund principal and interest payments, working capital requirements and capital expenditures for the current fiscal year. The Credit Agreement amendment, which provided relief on financial covenants, and the additional liquidity facility agreed upon during the fourth quarter of 2000 expire at the end of 2001. The Company is currently evaluating its options related to the Credit Facility.

ORDERS AND BACKLOG

Chart's consolidated orders for the second quarter of 2001 totaled $83.6 million, compared with orders of $73.0 million for the first quarter of 2001. Chart's consolidated firm order backlog at June 30, 2001 was $86.3 million, a decrease of $3.6 million from $89.9 million at March 31, 2001.

        AT orders for the second quarter of 2001 totaled $34.6 million, compared with $29.8 million for the first quarter of 2001. The second-quarter orders were strong in medical oxygen and cryo-biological products.

        In the D&S segment, orders for the second quarter of 2001 totaled $41.8 million, compared with $32.9 million for the first quarter of 2001. Sizable orders for engineered tanks and mobile equipment helped reach high order levels in the second quarter of 2001.

        PS&E orders for the second quarter of 2001 totaled $7.2 million, compared with $10.3 million in the first quarter of 2001. The segment order level continued at a low level despite continued strong bid activity in the hydrocarbon sector of the market. PS&E backlog at June 30, 2001, was $17.4 million, down from $22.7 million at March 31, 2001.

        This release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, unanticipated slowdowns in the Company's major markets, the impact of competition, the effectiveness of operational changes expected to increase efficiency and productivity, the ability of the Company to satisfy covenants under its Credit Facility, and worldwide economic and political conditions and foreign currency fluctuations that may affect worldwide results of operations.

        Chart Industries, Inc., manufactures standard and custom-built industrial process equipment primarily for low-temperature and cryogenic applications. Headquartered in

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Cleveland, Ohio, Chart has domestic operations located in 13 states and international operations located in Australia, China, Czech Republic, England, Germany and Singapore.

        For more information on Chart Industries, Inc., visit the Company's home page web site at www.chart-ind.com.

CHART INDUSTRIES, INC.
QUARTERLY SEGMENT INFORMATION
LAST FIVE-QUARTER TREND

			2000 Second Quarter			2000 Third Quarter			2000 Fourth Quarter			2001 First Quarter			2001 Second Quarter
			(Dollars in thousands)
Sales
	Applied Technologies		$	33,855		$	35,409		$	38,170		$	34,124		$	38,240
	Distribution & Storage Equipment			35,792			36,166			33,763			33,579			34,128
	Process Systems & Equipment			9,277			16,437			17,839			21,329			12,429
		Total	$	78,924		$	88,012		$	89,772		$	89,032		$	84,797
Gross Profit
	Applied Technologies		$	13,454		$	14,391		$	14,606		$	13,479		$	11,900
	Distribution & Storage Equipment			8,088			7,890			6,243			7,603			8,154
	Process Systems & Equipment			2,111			4,670			4,816			5,987			1,477
		Total	$	23,653		$	26,951		$	25,665		$	27,069		$	21,531
Gross Profit Margin
	Applied Technologies			39.7	%		40.6	%		38.3	%		39.5	%		31.1	%
	Distribution & Storage Equipment			22.6	%		21.8	%		18.5	%		22.6	%		23.9	%
	Process Systems & Equipment			22.8	%		28.4	%		27.0	%		28.1	%		11.9	%
		Total		30.0	%		30.6	%		28.6	%		30.4	%		25.4	%
Orders
	Applied Technologies		$	35,620		$	37,010		$	43,722		$	29,822		$	34,617
	Distribution & Storage Equipment			35,070			45,769			32,638			32,881			41,779
	Process Systems & Equipment			30,472			31,889			8,518			10,297			7,165
		Total	$	101,162		$	114,668		$	84,878		$	73,000		$	83,561
Backlog
	Applied Technologies		$	28,767		$	29,939		$	35,205		$	29,155		$	25,348
	Distribution & Storage Equipment			32,057			40,337			39,227			38,066			43,531
	Process Systems & Equipment			27,744			43,163			33,686			22,653			17,429
		Total	$	88,568		$	113,439		$	108,118		$	89,874		$	86,308

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

		June 30, 2001		December 31, 2000
ASSETS
Current Assets
	Cash and cash equivalents	$	2,790	$	4,921
	Accounts receivable, net		52,752		53,917
	Inventories, net		67,319		66,987
	Other current assets		26,595		31,006
Total Current Assets			149,456		156,831
Property, plant and equipment, net			62,065		63,382
Goodwill, net			170,405		173,128
Other assets, net			27,724		28,148
TOTAL ASSETS		$	409,650	$	421,489
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	31,042	$	36,265
	Customer advances		1,004		1,790
	Billings in excess of contract revenue		1,957		2,630
	Accrued expenses and other liabilities		33,399		44,770
	Current portion of long-term debt		31,289		25,484
Total Current Liabilities			98,691		110,939
Long-term debt			247,659		244,386
Other long-term liabilities			10,741		11,320
Shareholders' equity			52,559		54,844
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	409,650	$	421,489

The balance sheet at December 31, 2000 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.

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

		Three Months Ended June 30,						Six Months Ended June 30,
		2001			2000			2001			2000
Sales	$	84,797		$	78,924		$	173,829		$	147,916
Cost of sales		63,266			55,271			125,229			104,503
Gross profit		21,531			23,653			48,600			43,413
Selling, general and administrative expense		12,827			15,355			30,451			28,821
Goodwill amortization expense		1,307			1,163			2,539			2,370
Employee separation and plant closure costs		1,403						1,403
		15,537			16,518			34,393			31,191
Operating income		5,994			7,135			14,207			12,222
Other income (expense):
Gain on sale of assets											366
Interest expense - net		(6,133	)		(6,446	)		(13,258	)		(12,683	)
		(6,133	)		(6,446	)		(13,258	)		(12,317	)
Income (loss) before income taxes, minority interest and      cumulative effect of change in accounting principle		(139	)		689			949			(95	)
Income tax expense (benefit)		260			353			834			(68	)
Income (loss) before minority interest and cumulative      effect of change in accounting principle		(399	)		336			115			(27	)
Minority interest, net of taxes		25			45			46			67
Income (loss) before cumulative effect of change in accounting principle		(424	)		291			69			(94	)
Cumulative effect of change in accounting principle, net of taxes								88
Net income (loss)	$	(424	)	$	291		$	(19	)	$	(94	)
Net income (loss) per common share:
Income (loss) before cumulative effect of change in accounting principle	$	(0.02	)	$	0.01		$	0.00		$	0.00
Cumulative effect of change in accounting principle		0.00			0.00			0.00			0.00
Net income (loss) per common share	$	(0.02	)	$	0.01		$	0.00		$	0.00
Net income (loss) per common share - assuming dilution
Income (loss) before cumulative effect of change in accounting principle	$	(0.02	)	$	0.01		$	0.00		$	0.00
Cumulative effect of change in accounting principle		0.00			0.00			0.00			0.00
Net income (loss) per common share - assuming dilution	$	(0.02	)	$	0.01		$	0.00		$	0.00
Shares used in per share calculations		24,534			24,061			24,458			23,980
Shares used in per share calculations - assuming dilution		24,534			24,226			24,633			23,980

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

	Six Months Ended June 30,
	2001			2000
OPERATING ACTIVITIES
Net loss	$	(19	)	$	(94	)
Adjustments to reconcile net loss to net cash used in operating activities:
Cumulative effect of change in accounting principle		88
Gain on sale of assets					(366	)
Depreciation and amortization		9,093			9,458
(Income) loss from joint venture		(283	)		17
Foreign currency transaction gain		(204	)		(210	)
Minority interest		46			67
Contribution of stock to employee benefit plans		1,010			1,016
Increase (decrease) in cash resulting from changes in operating assets and liabilities:
Accounts receivable		(578	)		653
Inventory and other current assets		2,453			(15,454	)
Accounts payable and other current liabilities		(17,053	)		1,834
Billings in excess of contract revenue and customer advances		(1,414	)		2,275
Net Cash Used In Operating Activities		(6,861	)		(804	)
INVESTING ACTIVITIES
Capital expenditures		(4,030	)		(2,901	)
Proceeds from sale of assets					900
Other investing activities		9			(218	)
Net Cash Used In Investing Activities		(4,021	)		(2,219	)
FINANCING ACTIVITIES
Borrowings on revolving credit facilities		64,857			63,514
Repayments on revolving credit facilities		(46,078	)		(46,277	)
Principal payments on long-term debt		(9,438	)		(12,168	)
Treasury stock and stock option transactions		(43	)		29
Net Cash Provided By Financing Activities		9,298			5,098
Net (decrease) increase in cash and cash equivalents		(1,584	)		2,075
Effect of exchange rate changes on cash		(547	)		(1,420	)
Cash and cash eqivalents at beginning of period		4,921			2,314
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	2,790		$	2,969

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