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) October 28, 2010

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2010, Chart Industries, Inc. (the “Company”) issued a press release announcing its results for its third quarter ended September 30, 2010. 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.

The press release furnished with this Current Report on Form 8-K as Exhibit 99.1 includes an adjusted earnings per share amount that excludes restructuring costs associated with the announced shutdown of the Company’s Plainfield, Indiana plant and certain costs related to the acquisition of Cryotech International. Also included for purposes of period-to-period comparison is an adjusted earnings per share amount for the third quarter of 2009 which excludes certain restructuring 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 can be reconciled to earnings per share with the information disclosed within the body of the press release.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Chart Industries, Inc. Press Release, dated October 28, 2010, announcing the Company’s 2010 third quarter results.

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 28, 2010
	By:	/s/ Michael F. Biehl
		Michael F. Biehl
		Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Chart Industries, Inc. Press Release, dated October 28, 2010, announcing the Company’s 2010 third quarter results.

4

EX-99.1

Exhibit 99.1

Chart Industries Reports 2010 Third Quarter Results

Cleveland, Ohio – October 28, 2010 – 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, 2010. Highlights include:

• Strongest quarterly order intake in two years

• Earnings guidance revised upward

• Energy & Chemicals margin performance improves over 1^st half 2010

• Completed acquisition of Cryotech International

Net income for the third quarter of 2010 was $6.6 million, or $0.23 per diluted share. This compares with $8.2 million, or $0.28 per diluted share, for the third quarter of 2009. The third quarter of 2010 included $1.5 million or $0.04 per diluted share, of restructuring costs associated with the announced shutdown of the Plainfield, Indiana facility acquired from Covidien and acquisition related costs associated with the Cryotech acquisition. The third quarter of 2009 also included restructuring costs of $1.2 million, or $0.03 per diluted share, primarily related to planned workforce reductions as part of the Company’s cost reduction initiatives.

Third quarter 2010 earnings would have been $0.27 per diluted share excluding the $0.04 per share of restructuring and acquisition related costs. Third quarter of 2009 earnings would have been $0.31 per diluted share excluding the $0.03 per share of restructuring costs in that period.

Net sales for the third quarter of 2010 increased 8% to $139.2 million from $128.8 million in the comparable period a year ago. Gross profit for the third quarter of 2010 was $42.8 million, or 30.7% of sales, versus $39.4 million, or 30.6% of sales, in the comparable quarter of 2009.

Backlog at September 30, 2010 was $212.6 million, up 6% from the June 30, 2010 level of $199.9 million. Orders for the third quarter of 2010 were $146.8 million compared with second quarter 2010 orders of $136.2 million.

“Our financial results for the quarter reflect the improving global market we’re seeing for all of our business segments,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer. “Our strong order intake included equipment for LNG ‘virtual pipeline’ and LNG vehicle fueling projects as this part of our business continues to grow. We are excited about the potential for a range of new LNG opportunities including marine and mining applications, resulting from the push for new sources of cleaner and lower cost energy.”

During the third quarter, the Company announced the acquisition of the Cryotech International business. Cryotech designs, manufactures, sells and services cryogenic injectors, vacuum insulated piping systems, and manifolds, and also repairs liquid cylinders. Cryotech sells its products globally and industry applications include food and beverage packaging, aerospace and defense, semiconductor, pharmaceutical, biotechnology, solar and electronics. Combining Cryotech’s direct to end user sales and existing sales and service capability with Chart’s sales and distribution network should drive incremental sales volume.

“Our liquidity and strong balance sheet position us for accretive growth opportunities such as Cryotech as well as future acquisitions,” stated Mr. Thomas. “We will continue to seek high growth opportunities, including new product applications, as we continue to expand our business. We are excited about Chart being named as a participant in a recent U.S. Department of Energy project award to help develop and test membrane reactors to improve the efficiency of hydrogen production from coal-derived synthesis gas utilizing our core braze manufacturing, plus heat and mass transfer process expertise. This technology has broad application potential to improve the efficiency and cost in the area of hydrogen production, gas to liquids production for stranded natural gas monetization, petrochemical feedstock production from coal in the U.S., China and India, and ultimately production of biofuels.”

Selling, general and administrative (“SG&A”) expenses for the third quarter of 2010 compared to the same period in 2009, increased $5.4 million to $26.2 million. This was primarily due to higher employee-related costs and sales commissions due to acquisitions and improving business conditions.

Income tax expense was $2.3 million for the third quarter of 2010 and represented an effective tax rate of 25.4% compared with $3.5 million in the prior year quarter, or an effective tax rate of 29.9%. The decline in the third quarter 2010 effective tax rate was primarily due to a decrease in domestic earnings, which are taxed at a higher rate than our foreign earnings.

Cash and short-term investments were $208.6 million at September 30, 2010, which is approximately $20 million higher than balances at June 30, 2010 due to strong operating cash flow.

SEGMENT HIGHLIGHTS

Energy & Chemicals (“E&C”) segment sales declined 23% to $38.2 million for the third quarter of 2010 compared with $49.7 million for the same quarter in the prior year as we completed several large higher margin projects during 2009. As expected, E&C gross profit margin declined in the 2010 quarter to 23.4% compared with 29.1% in the same quarter in 2009. However, third quarter margins did improve by about 4% from the first half of 2010 due to several expedited orders in our brazed aluminum heat exchanger product line. In addition, margins are beginning to improve in the systems product line as we ramp up production on several projects.

Distribution and Storage (“D&S”) segment sales increased by 14% to $65.0 million for the third quarter of 2010, compared with $57.1 million for the same quarter in the prior year. The increase in sales was largely due to improved volume in China and in packaged gas systems in the U.S as well as the recently completed Cryotech acquisition. D&S gross profit margin improved to 30.2% in the quarter compared with 27.7% a year ago largely due to improved volume and mix.

BioMedical segment sales improved 64% to $36.0 million for the third quarter of 2010, compared with $21.9 million for the same quarter in the prior year. The increase was largely due to the acquisition of Covidien’s oxygen therapy business, which closed in fourth quarter 2009. BioMedical gross profit margin declined to 39.5% compared with 41.4% for the same period in 2009 largely due to a stronger euro in the 2009 period. Restructuring charges associated with the announced Plainfield, Indiana facility shutdown during 2010 and the Denver, Colorado facility shutdown during 2009 impacted margins in both periods by about 2%.

OUTLOOK

We continue to see an improving global market in all of our business segments. Bid activity remains very strong, especially in our E&C business, as demonstrated by a $22 million order received by the E&C Systems business for a natural gas liquids project in the Middle East during October 2010, which will be reflected in fourth quarter orders.

Based on year to date results, current order backlog, and business expectations, the Company is revising upward its full year earnings guidance. Sales for 2010 are expected to be in the range of $540 to $555 million, which is within the upper end of the previously provided sales range of $530 to $560 million. Diluted earnings per share are now expected to be in a range of $0.60 to $0.70 per share due to improving margin performance, as compared with the Company’s prior guidance of $0.40 to $0.60 per diluted share, based on approximately 29.2 million weighted average shares outstanding. This revised guidance includes the impact of approximately $0.15 per diluted share for restructuring and acquisition related costs, as well as the write-off of deferred financing costs associated with the refinancing of our Senior Credit Facility. Excluding these charges, full year 2010 earnings would be expected to fall in a range of $0.75 to $0.85 per share.

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 downturns; the negative impacts of the recent global economic and financial crisis; a delay, significant reduction in or loss of purchases by large customers; fluctuations in energy prices and changes in government energy policy; competition, including enhanced competitive pressures resulting from the economic downturn; our reliance on key suppliers and potential supplier failures or defects; the modification or cancellation of orders in our backlog; the impact of the financial distress of third parties; changes in government healthcare regulations and reimbursement policies; general economic, political, business and market risks associated with the Company’s global operations; fluctuations in foreign currency exchange and interest rates; the Company’s ability to successfully manage its costs and growth, including its ability to successfully manage operational expansions and the challenges associated with efforts to acquire and integrate new product lines or businesses; the loss of key employees and deterioration of employee relations; the pricing and availability of raw materials; the Company’s ability to manage its fixed-price contract exposure; the regulation of our products by the U.S. Food & Drug Administration and other governmental authorities; potential future charges to income associated with potential 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 hurricanes and other severe weather; litigation and disputes involving the Company, including product liability, contract, warranty, pension, intellectual property and employment claims; 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 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.chart-ind.com.

As previously announced, the Company will discuss its third quarter 2010 results on a conference call on Thursday, October 28, 2010 at 10:30 a.m. ET. Participants may join the conference call by dialing (877) 407-4134 in the U.S. or (201) 689-8430 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 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.chart-ind.com, approximately one hour after the call concludes. You may also listen to a taped replay of the conference call by dialing (877) 660-6853 in the U.S. or (201) 612-7415 outside the U.S. and entering Account Code 356 and Pass Code 358267. The telephone replay will be available beginning approximately one hour after the end of the call until 11:59 p.m. ET, Wednesday, November 10, 2010.

For more information, click here:

http://www.b2i.us/irpass.asp?BzID=1444&to=ea&Nav=0&S=0&L=1

Contact:

Michael F. Biehl	or	Kenneth J. Webster
Executive Vice President, Chief Financial Officer and Treasurer 216-626-1216 michael.biehl@chart-ind.com		Vice President, Chief Accounting Officer and Controller 216-626-1216 ken.webster@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 September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Sales (1)	$	139,205		$	128,766		$	396,617		$	467,152
Cost of sales (1)		96,404			89,392			281,965			309,189
Gross profit		42,801			39,374			114,652			157,963
Selling, general and administrative expenses		26,225			20,831			75,711			70,242
Amortization expense		2,728			2,745			8,227			8,012
Asset impairment charge		609			(166	)		1,309			334
		29,562			23,410			85,247			78,588
Operating income (2)(3)		13,239			15,964			29,405			79,375
Other expense (income):
Interest expense and financing cost amortization, net (4)		4,447			4,352			15,054			12,970
Gain on acquisition of business		—			—			(1,124	)		—
Foreign currency loss (gain)		(143	)		(128	)		1,286			(435	)
		4,304			4,224			15,216			12,535
Income before income taxes and noncontrolling interest		8,935			11,740			14,189			66,840
Income tax expense		2,270			3,513			3,647			21,255
Income before noncontrolling interest		6,665			8,227			10,542			45,585
Noncontrolling interest, net of taxes		90			(21	)		184			98
Net income	$	6,575		$	8,248		$	10,358		$	45,487
Net income per common share - diluted	$	0.23		$	0.28		$	0.35		$	1.57
Weighted average number of common shares outstanding - diluted		29,172			29,105			29,196			28,932

⁽¹⁾ Shipping and handling costs of $1,594 and $4,487 for the three and nine months ended September 30, 2009 which were previously netted in sales have been reclassified to cost of sales. The reclassification has no impact on gross profit, operating income or net income for the periods presented.

⁽²⁾ Includes restructuring, impairment and acquisition related costs for the three months ended September 30, 2010 and 2009 of $1,475 and $1,222, respectively, and for the nine months ended September 30, 2010 and 2009 of $4,542 and $6,111, respectively.

⁽³⁾ Includes depreciation expense for the three months ended September 30, 2010 and 2009 of $3,217 and $2,655, respectively, and for the nine months ended September 30, 2010 and 2009 of $9,348 and $7,925, respectively.

⁽⁴⁾ Includes amortization expense for the nine months ended September 30, 2010 of $1,706 for the write-off of the remaining deferred financing fees related to the senior secured credit facility that was refinanced in May 2010.

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,
	2010			2009			2010			2009
Net Cash Provided by Operating Activities	$	22,405		$	17,695		$	37,085		$	76,582
Investing Activities
Capital expenditures		(3,887	)		(4,035	)		(11,785	)		(9,094	)
Acquisition of businesses, net of cash acquired		(4,052	)		(2,810	)		(9,165	)		(8,057	)
Other investing activities		(400	)		39			(400	)		2,074
Net Cash Used In Investing Activities		(8,339	)		(6,806	)		(21,350	)		(15,077	)
Financing Activities
Principal payments on long term debt		(1,625	)		—			(16,625	)		—
Other financing activities		(298	)		466			(2,832	)		853
Net Cash (Used In) Provided By Financing Activities		(1,923	)		466			(19,457	)		853
Net increase (decrease) in cash and cash equivalents		12,143			11,355			(3,722	)		62,358
Effect of exchange rate changes on cash		7,813			2,771			1,200			4,644
Cash and cash equivalents at beginning of period		188,690			175,041			211,168			122,165
Cash And Cash Equivalents At End of Period	$	208,646		$	189,167		$	208,646		$	189,167

CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

	September 30, 2010 (Unaudited)		December 31, 2009
ASSETS
Cash and cash equivalents	$	208,646	$	211,168
Current assets		214,388		203,236
Property, plant and equipment, net		115,108		111,153
Goodwill		267,857		264,532
Identifiable intangible assets, net		115,832		123,773
Other assets, net		14,651		12,641
TOTAL ASSETS	$	936,482	$	926,503
LIABILITIES & SHAREHOLDERS’ EQUITY
Current liabilities	$	158,146	$	143,937
Current portion of long-term debt		6,500		—
Long-term debt		220,050		243,175
Other long-term liabilities		58,956		62,145
Shareholders’ equity		492,830		477,246
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	936,482	$	926,503

CHART INDUSTRIES, INC. AND SUBSIDIARIES

OPERATING SEGMENTS (UNAUDITED)

(Dollars in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Sales
Energy & Chemicals	$	38,150		$	49,714		$	95,712		$	210,952
Distribution & Storage		65,024			57,116			192,137			192,369
BioMedical		36,031			21,936			108,768			63,831
Total	$	139,205		$	128,766		$	396,617		$	467,152
Gross Profit
Energy & Chemicals	$	8,911		$	14,460		$	19,776		$	78,480
Distribution & Storage		19,658			15,843			55,636			55,182
BioMedical		14,232			9,071			39,240			24,301
Total	$	42,801		$	39,374		$	114,652		$	157,963
Gross Profit Margin
Energy & Chemicals		23.4	%		29.1	%		20.7	%		37.2	%
Distribution & Storage		30.2	%		27.7	%		29.0	%		28.7	%
BioMedical		39.5	%		41.4	%		36.1	%		38.1	%
Total		30.7	%		30.6	%		28.9	%		33.8	%
Operating Income
Energy & Chemicals	$	2,289		$	7,527		$	1,159		$	54,132
Distribution & Storage		10,222			8,523			29,547			30,009
BioMedical		7,855			5,664			19,955			13,400
Corporate		(7,127	)		(5,750	)		(21,256	)		(18,166	)
Total	$	13,239		$	15,964		$	29,405		$	79,375

CHART INDUSTRIES, INC. AND SUBSIDIARIES

ORDERS AND BACKLOG (UNAUDITED)

(Dollars in thousands)

	Three Months Ended
	September 30, 2010		June 30, 2010
Orders
Energy & Chemicals	$	32,305	$	29,875
Distribution & Storage		74,285		69,615
BioMedical		40,186		36,703
Total	$	146,776	$	136,193
Backlog
Energy & Chemicals	$	100,369	$	106,193
Distribution & Storage		99,116		84,038
BioMedical		13,161		9,629
Total	$	212,646	$	199,860