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) July 26, 2011
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) |
Registrants 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 July 27, 2011, Chart Industries, Inc. (the Company) issued a news release announcing the Companys financial results for the second quarter ended June 30, 2011. 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 restructuring costs related to recent acquisitions. Also included for purposes of period-to-period comparison is an adjusted earnings per share amount for the second quarter of 2010 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 Companys 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 news release.
Item 7.01 | Regulation FD Disclosure. |
On July 26, 2011, the Company announced that it has entered into a definitive agreement to acquire GOFA Gocher Fahrzeugbau GmbH and related companies (GOFA). Pursuant to Regulation FD, a copy of the news release is furnished with this Current Report on Form 8-K as Exhibit 99.2. All information in the news release and this report on Form 8-K 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 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.
On July 27, 2011, the Company announced that its wholly-owned subsidiary, Chart Energy & Chemicals, Inc., has been awarded a contract to provide brazed aluminum heat exchangers, cold boxes and Core-in-Kettle® units for a baseload LNG project in Eastern Australia. The contract amount exceeds $40 million. A copy of the news release is furnished with this Current Report on Form 8-K as Exhibit 99.3. 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.
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Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit |
Description | |
99.1 | Chart Industries, Inc. press release, dated July 27, 2011, announcing the Companys second quarter results. | |
99.2 | Chart Industries, Inc. press release dated July 26, 2011, announcing the GOFA acquisition. | |
99.3 | Chart Industries, Inc. press release, dated July 27, 2011, announcing a contract for a LNG project in Eastern Australia. |
3
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: July 27, 2011 | ||||
By: | /s/ Michael F. Biehl | |||
Michael F. Biehl Executive Vice President, Chief Financial Officer and Treasurer |
4
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Chart Industries, Inc. press release, dated July 27, 2011, announcing the Companys second quarter results. | |
99.2 | Chart Industries, Inc. press release dated July 26, 2011, announcing the GOFA acquisition. | |
99.3 | Chart Industries, Inc. press release, dated July 27, 2011, announcing a contract for a LNG project in Eastern Australia. |
5
Exhibit 99.1
Chart Industries Reports 2011 Second Quarter Results
Cleveland, Ohio July 27, 2011 - 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 second quarter ended June 30, 2011. Highlights include:
| $577 million in orders booked in first half 2011 |
| Record sales up 44% over second quarter 2010 |
| Backlog improves 24% from end of first quarter 2011 |
| Raises 2011 sales and earnings guidance |
| Launches strategic plant expansions |
| Announces GOFA acquisition |
Net income for the second quarter of 2011 was $10.6 million, or $0.35 per diluted share. This compares with $2.4 million, or $0.08 per diluted share, for the second quarter of 2010.
Second quarter 2011 earnings would have been $0.41 per diluted share excluding $2.8 million, or $0.06 per diluted share, of restructuring costs largely due to the shutdown of the Plainfield, Indiana, facility acquired from Covidien. Second quarter 2010 earnings would have been $0.15 per share excluding $2.6 million, or $0.07 per diluted share, of similar acquisition-related BioMedical restructuring costs.
Net sales for the second quarter of 2011 increased 44% to $200.7 million from $139.1 million in the comparable period a year ago. Gross profit for the second quarter of 2011 was $62.3 million, or 31% of sales, versus $37.6 million, or 27% of sales, in the comparable quarter of 2010.
Order strength continues, led by record orders in our Distribution & Storage (D&S) business as well as the LNG equipment order in excess of $40 million in our Energy & Chemicals (E&C) business that was announced today, stated Sam Thomas, Charts Chairman, President and Chief Executive Officer. We booked $577 million in orders during the first half of 2011, and as a result, have launched expansion plans at both our China and Louisiana facilities to keep up with a very strong project pipeline, which we expect will continue.
Mr. Thomas continued, Increasing demand for natural gas liquids (NGL) plants in the U.S. and LNG projects worldwide have increased demand for our brazed aluminum heat exchangers and cold boxes. The NGL plant market and corresponding petrochemical project demand is entering an up cycle. The LNG business is at the beginning of an emerging market cycle and represents a long term growth opportunity for the Company. The recently announced acquisition of GOFA Gocher Fahrzeugbau GmbH (GOFA),
located in Western Germany, which we expect to close during the third quarter, expands our product offering into the European mobile equipment segment for cryogenic equipment. With the addition of this product line, a complete LNG virtual pipeline can be offered regionally.
Backlog at June 30, 2011 was $454.0 million, up 24% from the March 31, 2011 level of $364.8 million. Orders for the second quarter of 2011 were $288.2 million, comparable with record first quarter 2011 orders of $288.8 million. The first quarter of 2011 included an E&C order in excess of $90 million for a nitrogen rejection facility in Qatar, while the second quarter of 2011 includes an E&C order in excess of $40 million for an LNG project in Eastern Australia.
Selling, general and administrative (SG&A) expenses for the second quarter of 2011 increased $10.8 million compared with the same period in 2010 to $36.3 million, or 18% of sales, which was down slightly as a percentage of sales compared to the prior years quarter. This was primarily due to the SeQual and Cryotech acquisitions as well as employee-related costs associated with improved business conditions and targeting additional market opportunities.
Income tax expense was $5.5 million for the second quarter of 2011 and represented an effective tax rate of 33.2% compared with $0.8 million in the prior year quarter, or an effective tax rate of 25%. The 2011 second quarter effective tax rate was higher due to an increase in domestic earnings, which are taxed at a higher rate than our foreign earnings. In addition, the prior year quarter included a permanent tax difference on the bargain purchase gain on the Japanese assets associated with the Covidien acquisition reducing the effective tax rate.
Cash and short-term investments were $152.4 million at June 30, 2011, approximately $5 million higher than balances at March 31, 2011.
SEGMENT HIGHLIGHTS
E&C segment sales increased 57% to $49.1 million for the second quarter of 2011 compared with $31.4 million for the same quarter in the prior year. In line with the continued improvement in order trends, gross margins improved to 29.0% in the 2011 quarter compared to 16.3% in the same quarter of 2010. Improved volume and pricing continue to lead the improvement in E&C.
D&S segment sales improved 49% to $101.7 million for the second quarter of 2011 compared with $68.1 million for the same quarter in the prior year. The increase in sales was largely due to improved volume across most product lines, particularly mobile equipment and LNG trailers. New market opportunities and improved industrial product sales drove record orders for D&S in the quarter. D&S gross profit margin improved to 28.2% in the quarter compared with 27.4% a year ago as rising volume and capacity utilization was partially offset by higher material costs.
BioMedical segment sales improved 26% to $49.9 million for the second quarter of 2011 compared with $39.6 million for the same quarter in the prior year. This increase is largely due to the SeQual acquisition, which closed in late December 2010, as well as improved volume in both respiratory product and biological storage system sales. BioMedical gross profit margin increased to 38.8% in the quarter compared with 34.8% for the same period in 2010. Improved volume and mix as well as lower restructuring costs drove the margin improvement. Lower restructuring costs, included in cost of sales, in the current quarter accounted for approximately 2% of the overall margin improvement.
OUTLOOK
First half orders reflect the wide range of opportunities available in all our business segments, especially natural gas related opportunities. Based on year to date results, our current strong order backlog, and the GOFA acquisition, the Company is raising its previously announced sales and earnings guidance. Sales for 2011 are now expected to be in the range of $780 to $820 million compared with previous guidance of $740 to $780 million. Full year earnings per share for 2011 are now expected to be in the range of $1.75 to $1.95 per diluted share, compared with prior guidance of $1.65 to $1.85 per diluted share, on approximately 30.0 million weighted average shares outstanding. Although the current quarters effective tax rate was higher, we expect the second half rate to be lower and the Companys full year effective tax rate should approximate 30% to 32%. Included in our 2011 earnings estimates are approximately $0.15 per diluted share of anticipated restructuring charges for recent acquisitions. Excluding these charges, earnings would be expected to fall in a range of $1.90 to $2.10 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 Companys 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 managements expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Companys operations and business environment, all of which are difficult to predict and many of which are beyond the Companys control, that could cause the Companys 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; fluctuations in energy prices; 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 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 Companys international operations and transactions; fluctuations in foreign currency exchange and interest rates; the Companys ability to successfully manage its costs and growth, including its ability to successfully manage operational expansions and the challenges and uncertainties associated with efforts to acquire and integrate new product lines or businesses; financial distress of third parties; loss of key employees and deterioration of employee or labor relations; the pricing and availability of raw materials; the regulation of our products by the U.S. Food & Drug Administration and other governmental authorities; potential future impairment of the Companys 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; litigation and disputes involving the Company, including product liability, contract, warranty, employment and environmental claims; and volatility and fluctuations in the price of the Companys 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 Companys filings with the Securities and Exchange Commission, including Item 1A (Risk Factors) in the Companys 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 Charts 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 second quarter 2011 results on a conference call on Wednesday, July 27, 2011 at 10:30 a.m. ET. Participants may join the conference call by dialing (800) 860-2442 in the U.S. or (412) 858-4600 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 Companys 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) 344-7529 in the U.S. or (412) 317-0088 outside the U.S. and entering Conference Number 451929. The telephone replay will be available beginning approximately one hour after the end of the call until 11:59 p.m. ET, Thursday, August 11, 2011.
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 Executive Vice President, Chief Financial Officer and Treasurer 216-626-1216 michael.biehl@chart-ind.com |
or | Kenneth J. Webster 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 June 30, |
Six Months Ended June 30, |
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales |
$ | 200,698 | $ | 139,144 | $ | 363,639 | $ | 257,412 | ||||||||
Cost of sales |
138,368 | 101,569 | 248,823 | 185,561 | ||||||||||||
Gross profit |
62,330 | 37,575 | 114,816 | 71,851 | ||||||||||||
Selling, general and administrative expenses |
36,337 | 25,529 | 71,199 | 49,486 | ||||||||||||
Amortization expense |
3,288 | 2,783 | 6,605 | 5,499 | ||||||||||||
Loss on disposal of assets |
1,216 | | 1,216 | | ||||||||||||
Asset impairment charge |
| 700 | | 700 | ||||||||||||
40,841 | 29,012 | 79,020 | 55,685 | |||||||||||||
Operating income (1) (2) |
21,489 | 8,563 | 35,796 | 16,166 | ||||||||||||
Other expense (income): |
||||||||||||||||
Interest expense and financing cost amortization, net (3) |
4,387 | 6,143 | 8,646 | 10,607 | ||||||||||||
Gain on acquisition of business |
| (1,124 | ) | | (1,124 | ) | ||||||||||
Foreign currency loss (gain) |
616 | 266 | (143 | ) | 1,429 | |||||||||||
5,003 | 5,285 | 8,503 | 10,912 | |||||||||||||
Income before income taxes and noncontrolling interest |
16,486 | 3,278 | 27,293 | 5,254 | ||||||||||||
Income tax expense |
5,466 | 820 | 8,870 | 1,377 | ||||||||||||
Income before noncontrolling interest |
11,020 | 2,458 | 18,423 | 3,877 | ||||||||||||
Noncontrolling interest, net of taxes |
429 | 59 | 302 | 94 | ||||||||||||
Net income |
$ | 10,591 | $ | 2,399 | $ | 18,121 | $ | 3,783 | ||||||||
Net income per common share - diluted |
$ | 0.35 | $ | 0.08 | $ | 0.61 | $ | 0.13 | ||||||||
Weighted average number of common shares outstanding - diluted |
29,966 | 29,262 | 29,823 | 29,217 |
(1) | In addition to the loss on disposal of assets of $1,216 and $700 for the three and six months ended June 30, 2011 and 2010, respectively, additional restructuring and acquisition costs of $1,606 and $1,848, respectively, were included for the three months ended ended June 30, 2011 and 2010, and $4,956 and $4,167, respectively, were included for the six months ended June 30, 2011 and 2010. |
(2) | Includes depreciation expense for the three months ended June 30, 2011 and 2010 of $3,449 and $3,070, respectively, and for the six months ended June 30, 2011 and 2010 of $6,784 and $6,131, respectively. |
(3) | Includes amortization expense for the three and six months ended June 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 June 30, |
Six Months Ended June 30, |
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net Cash Provided by (Used in) Operating Activities |
$ | 3,607 | $ | 4,885 | $ | (14,779 | ) | $ | 14,680 | |||||||
Investing Activities |
||||||||||||||||
Capital expenditures |
(6,167 | ) | (3,960 | ) | (10,433 | ) | (7,899 | ) | ||||||||
Acquisition of businesses, net of cash acquired |
(1,610 | ) | (2,768 | ) | (1,610 | ) | (5,112 | ) | ||||||||
Other investing activities |
| | 388 | | ||||||||||||
Net Cash Used In Investing Activities |
(7,777 | ) | (6,728 | ) | (11,655 | ) | (13,011 | ) | ||||||||
Financing Activities |
||||||||||||||||
Principal payments on long term debt |
(1,625 | ) | (15,000 | ) | (3,250 | ) | (15,000 | ) | ||||||||
Tax benefit from exercise of stock options |
6,984 | | 6,984 | | ||||||||||||
Other financing activities |
2,300 | (2,501 | ) | 3,448 | (2,534 | ) | ||||||||||
Net Cash Provided By (Used in) Financing Activities |
7,659 | (17,501 | ) | 7,182 | (17,534 | ) | ||||||||||
Net increase (decrease) in cash and cash equivalents |
3,489 | (19,344 | ) | (19,252 | ) | (15,865 | ) | |||||||||
Effect of exchange rate changes on cash |
1,890 | (5,443 | ) | 6,515 | (6,613 | ) | ||||||||||
Cash and cash equivalents at beginning of period |
146,996 | 213,477 | 165,112 | 211,168 | ||||||||||||
Cash And Cash Equivalents At End of Period |
$ | 152,375 | $ | 188,690 | $ | 152,375 | $ | 188,690 | ||||||||
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30, 2011 (Unaudited) |
December 31, 2010 |
|||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 152,375 | $ | 165,112 | ||||
Current assets |
302,049 | 241,369 | ||||||
Property, plant and equipment, net |
123,295 | 116,158 | ||||||
Goodwill |
279,730 | 275,913 | ||||||
Identifiable intangible assets, net |
138,469 | 144,286 | ||||||
Other assets, net |
12,644 | 13,047 | ||||||
TOTAL ASSETS |
$ | 1,008,562 | $ | 955,885 | ||||
LIABILITIES & SHAREHOLDERS EQUITY |
||||||||
Current liabilities |
$ | 191,384 | $ | 172,229 | ||||
Long-term debt |
215,175 | 218,425 | ||||||
Other long-term liabilities |
61,086 | 63,857 | ||||||
Shareholders equity |
540,917 | 501,374 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 1,008,562 | $ | 955,885 | ||||
CHART INDUSTRIES, INC. AND SUBSIDIARIES
OPERATING SEGMENTS (UNAUDITED)
(Dollars in thousands)
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Sales |
||||||||||||||||
Energy & Chemicals |
$ | 49,121 | $ | 31,381 | $ | 91,637 | $ | 57,562 | ||||||||
Distribution & Storage |
101,682 | 68,146 | 175,055 | 127,113 | ||||||||||||
BioMedical |
49,895 | 39,617 | 96,947 | 72,737 | ||||||||||||
Total |
$ | 200,698 | $ | 139,144 | $ | 363,639 | $ | 257,412 | ||||||||
Gross Profit |
||||||||||||||||
Energy & Chemicals |
$ | 14,259 | $ | 5,111 | $ | 26,060 | $ | 10,865 | ||||||||
Distribution & Storage |
28,708 | 18,683 | 50,443 | 35,978 | ||||||||||||
BioMedical |
19,363 | 13,781 | 38,313 | 25,008 | ||||||||||||
Total |
$ | 62,330 | $ | 37,575 | $ | 114,816 | $ | 71,851 | ||||||||
Gross Profit Margin |
||||||||||||||||
Energy & Chemicals |
29.0 | % | 16.3 | % | 28.4 | % | 18.9 | % | ||||||||
Distribution & Storage |
28.2 | % | 27.4 | % | 28.8 | % | 28.3 | % | ||||||||
BioMedical |
38.8 | % | 34.8 | % | 39.5 | % | 34.4 | % | ||||||||
Total |
31.1 | % | 27.0 | % | 31.6 | % | 27.9 | % | ||||||||
Operating Income |
||||||||||||||||
Energy & Chemicals |
$ | 5,605 | $ | (866 | ) | $ | 9,357 | $ | (1,130 | ) | ||||||
Distribution & Storage |
17,102 | 10,402 | 28,622 | 19,325 | ||||||||||||
BioMedical |
7,223 | 6,499 | 15,670 | 12,100 | ||||||||||||
Corporate |
(8,441 | ) | (7,472 | ) | (17,853 | ) | (14,129 | ) | ||||||||
Total |
$ | 21,489 | $ | 8,563 | $ | 35,796 | $ | 16,166 | ||||||||
CHART INDUSTRIES, INC. AND SUBSIDIARIES
ORDERS AND BACKLOG (UNAUDITED)
(Dollars in thousands)
Three Months Ended | ||||||||
June 30, 2011 |
March 31, 2011 |
|||||||
Orders |
||||||||
Energy & Chemicals |
$ | 108,793 | $ | 145,160 | ||||
Distribution & Storage |
121,688 | 94,523 | ||||||
BioMedical |
57,677 | 49,096 | ||||||
Total |
$ | 288,158 | $ | 288,779 | ||||
Backlog |
||||||||
Energy & Chemicals |
$ | 278,463 | $ | 218,627 | ||||
Distribution & Storage |
153,954 | 132,496 | ||||||
BioMedical |
21,629 | 13,705 | ||||||
Total |
$ | 454,046 | $ | 364,828 | ||||
Exhibit 99.2
Chart Industries to Acquire GOFA; Broadening LNG Mobile Products
CLEVELAND, July 26, 2011 (GLOBE NEWSWIRE) 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 a definitive agreement to acquire GOFA Gocher Fahrzeugbau GmbH and related companies (GOFA) for cash, subject to customary working capital adjustments. The acquisition includes all products and services sold under the GOFA global brand. Financial terms of the transaction were not disclosed, and it is expected to be completed during the third quarter of 2011.
GOFA, located in Goch, Germany, designs, manufactures, sells, and services cryogenic and non-cryogenic mobile equipment primarily for the European region. Since 1962, GOFA has been supplying a variety of customers in the industrial gas, energy, chemical and other industries. GOFAs cryogenic mobile business completes Charts European liquefied natural gas (LNG) product offering, allowing for comprehensive LNG product solutions. GOFA will operate in Charts Distribution and Storage (D&S) business segment.
The acquisition of GOFA is an excellent strategic fit for us by extending our LNG distribution product offering with a company known for high quality and a strong reputation, said Sam Thomas, Chairman, CEO and President of Chart Industries.
GOFA has excellent sales and service capabilities in a region in which we are enthusiastic about expanding our presence. GOFAs products and strong customer relationships are an exciting addition to the Chart D&S portfolio. We look forward to leveraging GOFAs portfolio of mobile equipment in improving our cryogenic distribution solutions worldwide. Of particular interest is the significant global demand for LNG mobile equipment, stated Tom Carey, President of Chart D&S.
Christa Janssen, Managing Director of GOFA, commented Charts position as a leading manufacturer of cryogenic equipment will facilitate geographic expansion of GOFAs mobile equipment. This acquisition creates growth opportunities for GOFA employees that are very exciting for all of us.
Completion of the transaction is subject to customary closing conditions. The acquisition is expected to be accretive to Charts 2011 earnings. GOFA projects its full-year 2011 revenues to be approximately 22 million.
Certain statements made in this news release are or imply forward-looking statements, such as statements concerning Charts plans, objectives, future revenues, business trends, and other information that is not historical in nature. These statements are made based on managements expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially. These factors and uncertainties include Charts ability to successfully close the acquisition and integrate GOFAs business, cyclicality of product markets, a delay or reduction in customer purchases, cancellation of customer orders, competition, and economic, political, business and market risks associated with international operations. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Charts filings with the U.S. Securities and Exchange Commission, including Item 1A - Risk Factors, of Charts most recent Annual Report on Form 10-K.
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 Charts 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 on Chart visit: http://www.chart-ind.com and for GOFA visit http://www.gofa.de
For more information, click here: http://www.b2i.us/irpass.asp?BzID=1444&to=ea&Nav=0&S=0&L=1 or
Contact:
Chart Industries, Inc.
Michael F. Biehl, Executive Vice President, Chief Financial Officer and Treasurer
216-626-1216
Michael.Biehl@chartindustries.com
Chart Industries, Inc.
Ken Webster, Vice President, Chief Accounting Officer and Controller
216-626-1216
Ken.Webster@chartindustries.com
Exhibit 99.3
Chart E&C Awarded Contract to Provide Equipment for Baseload LNG project in Australia
Cleveland, Ohio July 27, 2011 - 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 announced that its wholly-owned subsidiary, Chart Energy & Chemicals, Inc. (Chart E&C), has been awarded a contract by a major international EPC contractor to provide Brazed Aluminum Heat Exchangers, Cold Boxes and Core-in-Kettle® units for a baseload LNG project in Eastern Australia. Chart E&C facilities in La Crosse, Wisconsin and The Woodlands, Texas will be involved in equipment design and manufacture, with the cold box fabrication and assembly taking place at Charts Gulf Coast facility in New Iberia, Louisiana.
The initial contract award is in excess of $40 million and represents a single train providing 4.5 Million Tons Per Annum (MTPA) of LNG with an option for the customer to order a second 4.5 MTPA train. We are very pleased to receive the award for this world-scale LNG plant to be built in Australia and look forward to working again with our EPC and energy company partners on this project, stated Mike Durkin, President of Chart E&C.
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 Charts 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, modification or cancellation of customer contracts, and economic, political, business and market risks associated with international transactions. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Charts filings with the U.S. Securities and Exchange Commission, including Item 1A - Risk Factors, of Charts most recent Annual Report on Form 10-K.
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 Charts 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.
For more information: 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, | Vice President, Chief Accounting Officer and | |||
Chief Financial Officer and Treasurer | Controller | |||
216-626-1216 | 216-626-1216 | |||
michael.biehl@chart-ind.com | ken.webster@chart-ind.com |