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8-K - CURRENT REPORT - CHART INDUSTRIES INCd8k.htm

Exhibit 99.1

Chart Industries Reports 2009 Fourth Quarter and Year-End Results

Cleveland, Ohio – February 24, 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 fourth quarter and year ended December 31, 2009. Highlights include:

 

   

Orders increase sequentially for the second straight quarter

 

   

Ratio of new orders to sales improves

 

   

Cost reduction initiatives drive improved margins

 

   

Three strategic acquisitions completed during the year

Net income for the fourth quarter of 2009 was $15.5 million, or $0.53 per diluted share. This compares with $21.7 million, or $0.75 per diluted share, for the fourth quarter of 2008. The fourth quarter of 2009 included a bargain purchase gain of $7.0 million, or $0.24 per diluted share, representing the excess of the aggregate fair value of purchased net assets over the purchase price for the Covidien acquisition that was completed during the quarter. This gain was partially offset by $3.0 million in restructuring and acquisition related costs, or $0.09 per diluted share, primarily related to previously announced planned workforce reductions, the Denver BioMedical facility shutdown, and the Covidien acquisition. The bargain purchase gain, net of restructuring and acquisition charges, favorably impacted pre-tax income by $4.0 million, or $0.15 per diluted share. The fourth quarter of 2008 also included several unusual items that favorably impacted net income by $3.1 million, or $0.11 per diluted share.

Net sales for the fourth quarter of 2009 decreased 31% to $128.9 million from $187.5 million in the comparable period a year ago. Gross profit for the fourth quarter of 2009 was $43.9 million, or 34% of sales, versus $57.3 million, or 31% of sales, in the comparable quarter of 2008.

“Despite the challenging economic environment in 2009, we are pleased with our higher than expected fourth quarter and full year operating performance,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer. “Although sales declined significantly, our full year gross profit margin improved to 34% due to our early and aggressive focus on cost reduction initiatives. Additionally, we continued to expand our global footprint by completing three strategic acquisitions, launching a joint manufacturing venture in Saudi Arabia, and building a new industrial gas equipment repair center in Reno, Nevada.”

Mr. Thomas continued, “Our balance sheet has never been stronger. With over $211 million in cash, improved liquidity and our demonstrated flexible cost structure, Chart is well positioned to take advantage of the global energy infrastructure build-out and industrial gas growth in rapidly developing economies that is underway again. I’m particularly pleased to report that our backlog has stabilized and order levels have


improved, particularly in our Distribution and Storage (D&S) business, for the second sequential quarter.”

Backlog at December 31, 2009 was $185.1 million, essentially the same level at September 30, 2009. Orders for the fourth quarter of 2009 were $125.2 million compared with third quarter 2009 orders of $91.5 million, an improvement of $33.7 million or 37%.

“The D&S order increase was led by strong LNG-related orders for vehicle fueling applications, including onboard vehicle fuel systems for heavy duty truck and bus applications and associated LNG fueling stations,” said Mr. Thomas. “In addition, our D&S operations in China had a very strong order intake for the quarter. Demand for our equipment is improving across all business segments in China. Order intake for our BioMedical business has remained relatively constant throughout the economic downturn and will benefit from the recently completed acquisitions. Orders in our Energy and Chemicals (E&C) business had their strongest 2009 quarterly order intake, but still below historical levels. Quoting activity has been strong and we are encouraged about potential significant LNG equipment orders along with new opportunities in ammonia plant supply during 2010.”

Selling, general and administrative (“SG&A”) expenses for the fourth quarter of 2009, compared to the same period in 2008, increased $0.7 million to $25.4 million, or 19.7% of sales, primarily due to restructuring expenses and additional costs associated with the recently completed acquisitions.

Income tax expense was $2.1 million for the fourth quarter and represented an effective tax rate of 12% compared with $5.9 million for the prior quarter, or an effective tax rate of 21%. The full year effective tax rate for both 2009 and 2008 was 28%. The decline in the fourth quarter effective tax rate was primarily due to a permanent tax difference on the bargain purchase gain associated with the Covidien acquisition. Excluding this gain, the Company’s effective tax rate would have been approximately 31% for the year.

Cash and short-term investments were $211.2 million at December 31, 2009, which is $57.0 million higher than balances at December 31, 2008. Net debt at year end improved to $32 million from $89 million at the end of 2008.

SEGMENT HIGHLIGHTS

E&C segment sales declined 46% to $44.1 million for the fourth quarter of 2009, compared with $81.5 million for the same quarter in the prior year. E&C gross profit margin improved to 37% in the 2009 quarter compared to 31% in the same quarter in 2008. Improved project mix and successful completion of several large projects drove the improvement in the quarter. The decline in backlog, which included higher margin projects, and the lack of any significant new orders in the E&C segment has impacted volume in both the brazed aluminum heat exchangers and systems product lines. Workers at our brazed aluminum heat exchanger facility in La Crosse, Wisconsin, recently ratified a new 3-year labor contract.


D&S segment sales declined by 30% to $58.7 million for the fourth quarter of 2009, compared with $83.5 million for the same quarter in the prior year. The decrease in sales was largely due to lower prices and lower volume in bulk tank products and, to a lesser extent, packaged gas products, as industrial gas customers limited their capital spending as a result of the economic downturn. Although sales were down, D&S order intake has continued to improve over the last two quarters, particularly with LNG vehicle fueling and renewed growth in rapidly developing economies. D&S gross profit margin improved to 32% in the quarter compared with 29% a year ago largely due to lower material costs, as well as cost reduction initiatives impacting labor and overhead costs.

BioMedical segment sales improved 16% to $26.1 million for the fourth quarter of 2009, compared with $22.5 million for the same quarter in the prior year. This increase is largely due to the acquisition of Covidien’s oxygen therapy business, which closed in late November 2009. BioMedical gross profit margin increased to 34% in the quarter compared with 32% for the same period in 2008 largely due to higher volume.

OUTLOOK

We see an improving global market in all of our business segments. Order rates have improved over the past two quarters, a trend we expect to continue over the year. Gross margins for 2010 are forecasted to be down 6% to 8% from 2009 levels, with the second half of the year showing improvement over the first. The decline is primarily in our E&C business, which benefited from a strong pre-recession backlog last year. Excess industry capacity and a drawn out return of large capital projects will have an unfavorable impact on our E&C business in the first half of 2010, with better results expected in the second half. Second half improvement is also expected from incremental sales with improving margins from BioMedical after rationalization of the Covidien business coupled with the improving economy. Based on our current backlog and order expectations, 2010 net sales are expected to be in a range of $530 to $560 million. Diluted earnings per share for 2010 are expected to be in a range of $0.40 to $0.60 per share based on approximately 29.0 million weighted average shares outstanding. Included in our 2010 earnings estimates are approximately $0.20 per diluted share for anticipated restructuring and acquisition costs associated with recently completed acquisitions, as well as the write-off of deferred financing costs associated with the planned refinancing of our Senior Credit Facility. Excluding these charges, earnings would be expected to fall in a range of $0.60 to $0.80 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, revenue, 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 economic downturns; the negative impacts of the recent global economic and financial crisis, including the extent of negative impact on future sales and earnings related to these events; a delay, significant reduction in or loss of purchases by large customers; fluctuations in energy prices; 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, core business resources and growth, including its ability to successfully manage operational expansions and the costs and operational challenges associated with efforts to acquire and integrate new product lines or businesses; the loss of key employees, labor costs and disputes, 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 and responding to potential liabilities under these 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 severance claims; volatility and fluctuations in the price of the Company’s stock; and risks associated with our indebtedness, including our ability to complete the planned refinancing of our Senior Credit Facility. 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 throughout 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 fourth quarter and year 2009 results on a conference call on Wednesday, February 24, 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 five to ten minutes prior to the start time.

A taped replay of the conference call will be archived on the Company’s website, www.chart-ind.com, approximately one hour after the call concludes. You may also listen to a taped replay of the conference call by dialing (877) 660-6853 in the U.S. or (201) 612-7415 outside the U.S. and entering Account Code 356 and Replay ID 343742. The telephone replay will be available beginning approximately one hour after the end of the call until 11:59 p.m. ET, Wednesday, March 10, 2010.

For more information, click here:

http://www.chart-ind.com/investor_relations.cfm/?b=1444&I=1

Contact:

Michael F. Biehl

Executive Vice President and

Chief Financial Officer

216-626-1216

michael.biehl@chart-ind.com

 


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars and shares in thousands, except per share amounts)

 

     Three Months Ended
December 31,
(Unaudited)
    Year Ended
December 31,
 
     2009     2008     2009     2008  

Sales

   $ 128,851      $ 187,474      $ 591,516      $ 744,363   

Cost of sales

     84,933        130,190        389,635        504,975   
                                

Gross profit

     43,918        57,284        201,881        239,388   

Selling, general and administrative expenses

     25,361        24,648        95,601        100,847   

Amortization expense

     2,704        2,729        10,716        10,963   

Reversal of contingent liabilities

     —          (6,514     —          (6,514

Asset impairment

     893        —          1,230        —     

Loss on disposal of assets

     —          763        —          739   
                                
     28,958        21,626        107,547        106,035   
                                

Operating income (1)(2)(3)

     14,960        35,658        94,334        133,353   

Other (income) expense:

        

Interest expense and financing cost amortization, net

     4,463        4,461        17,433        19,810   

Gain on acquisition of business

     (6,954     —          (6,954     —     

Foreign currency (gain) loss

     (252     3,505        (687     3,948   
                                
     (2,743     7,966        9,792        23,758   
                                

Income before income taxes and noncontrolling interest

     17,703        27,692        84,542        109,595   

Income tax expense

     2,131        5,918        23,386        30,489   
                                

Income before noncontrolling interest

     15,572        21,774        61,156        79,106   

Noncontrolling interest, net of taxes

     47        100        145        182   
                                

Net income

   $ 15,525      $ 21,674      $ 61,011      $ 78,924   
                                

Net income per common share - basic

   $ 0.54      $ 0.76      $ 2.14      $ 2.78   

Net income per common share - diluted

   $ 0.53      $ 0.75      $ 2.11      $ 2.72   

Weighted average number of common shares outstanding - basic

     28,497        28,408        28,457        28,354   

Weighted average number of common shares outstanding - diluted

     29,101        28,810        28,981        29,008   

 

(1)

In addition to asset impairment charges of $893 and $1,230 for the three months and year ended December 31, 2009, additional restructuring and acquisition costs of $2,149 and $7,496 are included for the three months and year ended December 31, 2009, respectively.

(2)

The three months ended December 31, 2008 includes $4,906 of unusual costs for customer settlements and facility shutdown costs in our Energy & Chemicals segment.

(3)

Includes depreciation expense of $2,771 and $2,685 for the three months ended December 31, 2009 and 2008, respectively, and $10,696 and $10,349 for the years ended December 31, 2009 and 2008, respectively.


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

     Three Months Ended
December 31,
(Unaudited)
    Year Ended
December 31,
 
     2009     2008     2009     2008  

Net Cash Provided by Operating Activities

   $ 10,344      $ 10,979      $ 86,926      $ 97,812   

Investing Activities

        

Capital expenditures

     (3,786     (4,679     (13,190     (13,968

Short term investments

     30,229        (32,264     32,264        (32,264

Acquisition of business

     (10,029     —          (18,086     (18,828

Other investing activities

     (2,139     —          (1,790     (616
                                

Net Cash Provided by (Used in) Investing Activities

     14,275        (36,943     (802     (65,676

Financing Activities

        

Principal payments on debt

     —          —          —          (6,825

Stock offering, and warrant and option exercise proceeds

     8        —          746        1,329   

Other financing activities

     (85     68        30        1,435   
                                

Net Cash Provided by (Used in) Financing Activities

     (77     68        776        (4,061
                                

Net increase (decrease) in cash and cash equivalents

     24,542        (25,896     86,900        28,075   

Effect of exchange rate changes on cash

     (2,541     (823     2,103        1,221   

Cash and cash equivalents at beginning of period

     189,167        148,884        122,165        92,869   
                                

Cash And Cash Equivalents At End of Period

   $ 211,168      $ 122,165      $ 211,168      $ 122,165   
                                


CHART INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     December 31,
2009
   December 31,
2008

ASSETS

     

Cash and cash equivalents

   $ 211,168    $ 122,165

Short term investments

     —        32,264

Current assets

     203,236      254,521

Property, plant and equipment, net

     111,153      98,447

Goodwill

     264,532      261,509

Identifiable intangible assets, net

     123,773      129,542

Other assets, net

     12,641      10,979
             

TOTAL ASSETS

   $ 926,503    $ 909,427
             

LIABILITIES & SHAREHOLDERS’ EQUITY

     

Current liabilities

   $ 143,937    $ 194,161

Long-term debt

     243,175      243,175

Other long-term liabilities

     62,145      66,639

Shareholders’ equity

     477,246      405,452
             

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 926,503    $ 909,427
             


CHART INDUSTRIES, INC. AND SUBSIDIARIES

OPERATING SEGMENTS (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2009     2008     2009     2008  

Sales

        

Energy & Chemicals

   $ 44,059      $ 81,526      $ 254,920      $ 312,502   

Distribution & Storage

     58,738        83,457        247,044        335,916   

BioMedical

     26,054        22,491        89,552        95,945   
                                

Total

   $ 128,851      $ 187,474      $ 591,516      $ 744,363   
                                

Gross Profit

        

Energy & Chemicals

   $ 16,172      $ 25,618      $ 94,652      $ 103,085   

Distribution & Storage

     18,937        24,424        74,119        101,340   

BioMedical

     8,809        7,242        33,110        34,963   
                                

Total

   $ 43,918      $ 57,284      $ 201,881      $ 239,388   
                                

Gross Profit Margin

        

Energy & Chemicals

     36.7     31.4     37.1     33.0

Distribution & Storage

     32.2     29.3     30.0     30.2

BioMedical

     33.8     32.2     37.0     36.4

Total

     34.1     30.6     34.1     32.2

Operating Income

        

Energy & Chemicals (1)

   $ 7,720      $ 13,476      $ 61,852      $ 70,752   

Distribution & Storage

     9,879        16,317        39,888        63,770   

BioMedical

     2,512        5,646        15,912        20,742   

Corporate (2)

     (5,151     219        (23,318     (21,911
                                

Total

   $ 14,960      $ 35,658      $ 94,334      $ 133,353   
                                

 

(1)

The three months and year ended December 31, 2008 includes $4,906 of unusual costs for customer settlements and facility shutdown costs in our Energy & Chemicals segment.

(2)

The Corporate operating results for the three months and year ended December 31, 2008 includes $6,514 in income from the reversal of certain contingent liabilities.


CHART INDUSTRIES, INC. AND SUBSIDIARIES

ORDERS AND BACKLOG (UNAUDITED)

(Dollars in thousands)

 

     Three Months Ended    Year Ended
     December 31,    September 30,    December 31,
     2009    2009    2009    2008

Orders

           

Energy & Chemicals (1)

   $ 33,581    $ 18,782    $ 75,788    $ 220,833

Distribution & Storage

     61,496      51,722      208,851      367,556

BioMedical

     30,149      20,994      92,746      94,214
                           

Total

   $ 125,226    $ 91,498    $ 377,385    $ 682,603
                           

Backlog

           

Energy & Chemicals

   $ 87,816    $ 97,234    $ 87,816    $ 265,900

Distribution & Storage

     87,727      86,221      87,727      125,929

BioMedical

     9,518      5,719      9,518      7,013
                           

Total

   $ 185,061    $ 189,174    $ 185,061    $ 398,842
                           

 

(1)

Includes backlog for the Energy World project of $1,700 at December 31, 2009, and $10,600 at September 30, 2009.