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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________________to_______________________
Commission File Number 1-11442
CHART INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 34-1712937
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(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
5885 Landerbrook Dr., Suite 150, Mayfield Heights, Ohio 44124
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(Address of Principal Executive Offices) (ZIP Code)
Registrant's Telephone Number, Including Area Code: (440) 753-1490
Not Applicable
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(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No____
At March 31, 1998, there were 16,165,960 outstanding shares of the Company's
Common Stock, $0.01 par value per share.
Page 1 of 13 sequentially numbered pages.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The information required by Rule 10-01 of Regulation S-X
is set forth on pages 3 through 6 of this Report on Form 10-Q.
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CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share amounts)
March 31, December 31,
ASSETS 1998 1997
-----------------------------------
Current Assets (UNAUDITED)
Cash and cash equivalents $5,926 $22,095
Accounts receivable 41,498 31,636
Inventories, net 28,514 25,617
Other current assets 5,555 5,501
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Total Current Assets 81,493 84,849
Property, plant & equipment, net 40,074 27,241
Goodwill, net 40,050 15,698
Other assets, net 1,142 1,131
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TOTAL ASSETS $162,759 $128,919
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LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $11,185 $8,911
Customer advances 16,872 13,710
Billings in excess of contract revenue 1,741 3,030
Accrued expenses and other liabilities 26,628 21,514
Current portion of long-term debt 562 558
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Total Current Liabilities 56,988 47,723
Long-term debt 22,487 4,195
Deferred income taxes 544 544
Shareholders' Equity
Preferred stock, 1,000,000 shares authorized, none
issued or outstanding
Common stock, par value $.01 per share -
30,000,000 shares authorized, 16,192,789 and 16,187,673 shares
issued at March 31, 1998 and December 31, 1997, respectively 162 162
Additional paid-in capital 42,881 42,787
Retained earnings 40,238 33,508
Treasury stock, at cost, 26,829 shares at March 31, 1998 (541)
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82,740 76,457
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $162,759 $128,919
===================================
The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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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
March 31,
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1998 1997
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Sales $56,104 $42,440
Cost of products sold 35,740 30,272
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Gross Profit 20,364 12,168
Selling, general & administrative expenses 8,145 5,386
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Operating Income 12,219 6,782
Interest income - net 190 8
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Income Before Income Taxes 12,409 6,790
Income taxes 4,467 2,309
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Net Income $7,942 $4,481
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Net Income per Common Share $0.49 $0.31
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Net Income per Common Share - assuming dilution $0.48 $0.30
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Shares used in per share calculations 16,148 14,654
Shares used in per share calculations - assuming dilution 16,416 14,967
The accompanying notes are an integral part of these condensed
consolidated financial statements.
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CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(dollars in thousands)
Three Months Ended
March 31,
-----------------------------------
1998 1997
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OPERATING ACTIVITIES
Net income $7,942 $4,481
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 1,297 679
Contribution of stock to employee benefit plans 577 188
Increase (decrease) in cash resulting from changes in operating
assets and liabilities:
Accounts receivable (228) (417)
Inventory and other current assets (191) 1,475
Accounts payable and accrued liabilities 701 (221)
Billings in excess of contract revenue and
customer advances (2,183) (2,695)
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Net Cash Provided By Operating Activities 7,915 3,490
INVESTING ACTIVITIES
Capital expenditures (1,332) (2,120)
Acquisition of Chart Marston (35,324)
Acquisition of Cryenco land and buildings (3,500)
Other investing activities 12 39
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Net Cash Used In Investing Activities (40,144) (2,081)
FINANCING ACTIVITIES
Borrowings on credit facility 18,471 2,750
Repayments on credit facility (1,500)
Repayments of long-term debt (101) (97)
Treasury stock and stock option transactions (1,098) (5,490)
Dividends paid to shareholders (1,212) (891)
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Net Cash Provided By (Used In) Financing Activities 16,060 (5,228)
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Net decrease in cash and cash equivalents (16,169) (3,819)
Cash and cash equivalents at beginning of period 22,095 9,408
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,926 $5,589
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The accompanying notes are an integral part of these condensed
consolidated financial statements.
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CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
March 31, 1998
Note A - Basis of Preparation
The accompanying unaudited condensed consolidated financial statements of Chart
Industries, Inc. ("Chart" or the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Chart Industries, Inc. and
Subsidiaries' Annual Report on Form 10-K for the year ended December 31, 1997.
Note B - Inventories
The components of inventory consist of the following:
March 31, December 31,
1998 1997
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(dollars in thousands)
Raw materials $ 13,924 $12,971
Work in process 14,333 11,992
Finished goods 525 922
LIFO reserve (268) (268)
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$ 28,514 $25,617
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Note C - Earnings per Share
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Ended
March 31,
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1998 1997
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(dollars and shares in thousands, except per share amounts)
Numerator:
Net income: . . . . . . . . . . . . . . $7,942 $4,481
Denominator:
Denominator for basic earnings per share -
weighted average shares . . . . . . . . 16,148 14,654
Effect of dilutive securities:
Employee stock options and warrants . . . . 268 313
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Dilutive potential common shares. . . . . . . . 16,416 14,967
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Net income per share . . . . . . . . . . . . . $0.49 $0.31
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Net income per share - assuming dilution . . . . $0.48 $0.30
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Note D - Revenue Recognition
The Company uses the percentage of completion method of accounting for
significant contracts. Otherwise, revenue is recognized when the products are
completed or shipped. Management performs a monthly assessment of major
significant contracts to determine if contract costs will exceed contract
revenues. For those projects where the estimated costs exceed estimated
revenues, appropriate estimated losses are recorded. The effects of any change
orders are accounted for when agreed to by Chart's customers.
Note E - Acquisitions
On March 27, 1998, the Company, through its wholly-owned subsidiary Chart
Marston Limited ("Chart Marston"), acquired the net assets of the industrial
heat exchanger division of IMI Marston Limited, a wholly-owned subsidiary of
IMI plc., for 21 million British Pounds (approximately U.S. $34.6 million). The
Company borrowed 11 million British Pounds (approximately U.S. $18.5 million)
to fund the acquisition. The preliminary allocation of the purchase price
included in the March 31, 1998 condensed consolidated balance sheet is based
upon management's best estimates and may be subject to further revisions.
On July 31, 1997, the Company acquired all of the oustanding shares of Cryenco
for $20.8 million.
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Note E - Acquisitions (continued)
The pro forma unaudited results of operations for the three months ended March
31, 1998 and 1997, assuming consummation of both acquisitions as of January 1,
1997, and only the Chart Marston acquisition as of January 1, 1998, would not
have been materially different than those reported. The pro forma unaudited
sales would have been $63,152 and $56,092 for the three months ended March 31,
1998 and 1997, respectively.
Note F - Comprehensive Income
As of January 1, 1998, the Company adopted Statement 130, Reporting
Comprehensive Income. Statement 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the adoption of
this Statement had no impact on the Company's net income or shareholders'
equity. Statement 130 requires foreign currency translation adjustments to be
included in other comprehensive income.
The Company did not incur any foreign currency translation adjustments prior to
its acquisition of Chart Marston on March 27, 1998. As a result, for the
quarters ended March 31, 1998 and 1997, total comprehensive income was $8,016
and $4,481, respectively.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
Sales for the three-month period ended March 31, 1998 were $56.1 million versus
$42.4 million for the comparable 1997 period, an increase of $13.7 million, or
32.2 percent. The addition of Cryenco, acquired on July 31, 1997, contributed
$6.8 million in industrial gas equipment sales to the first quarter. Sales to
the hydrocarbon processing equipment market increased $8.9 million in a
year-over-year comparison and accounted for 31.2 percent of total sales compared
with 20.2 percent last year.
Gross profit for the three-month period ended March 31, 1998 was $20.4 million
versus $12.2 million for the comparable period in 1997, an improvement of $8.2
million, or 67.4 percent. Gross profit margin for the 1998 first quarter was
36.3 percent compared to 33.7 percent and 28.7 percent in Chart's 1997 fourth
and first quarters, respectively. The shift in the sales mix to the higher
margin hydrocarbon processing equipment, combined with better productivity, led
to the increased gross profit margin.
Selling, general and administrative (SG&A) expense for the three-month period
ended March 31, 1998 was $8.1 million, an increase of $2.8 million over the
first quarter of 1997. SG&A expense in Chart's 1998 first quarter included
$900,000 for the addition of Cryenco, increased commission expenses driven by
higher margin hydrocarbon processing equipment sales and increased incentive
related expenses. As a percentage of sales, SG&A expense increased to 14.5
percent for the 1998 first quarter from 12.7 percent for the first quarter of
1997, also as a result of increased commission and incentive related expenses
which are more directly tied to increasing profitability.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operations for the 1998 first quarter was $7.9 million compared
with $3.5 million in 1997's first quarter. The Company's 1998 first quarter cash
flow continued to reflect the current earnings plus depreciation and
amortization.
In March 1998, the Company purchased previously leased land and buildings at the
Cryenco facility for $3.5 million. With the 1997 fourth-quarter completion of
the plant expansion for the heat exchanger product line, capital expenditures in
the first quarter of 1998 declined to $1.3 million from $2.1 million for the
same period in 1997.
On March 27, 1998, the Company completed its acquisition of the industrial heat
exchanger division of IMI Marston Limited, a wholly-owned subsidiary of IMI
plc., which manufactures brazed aluminum heat exchangers for industrial
cryogenic applications. Under the terms of the agreement, the Company formed a
wholly-owned subsidiary in the U.K., Chart Marston Limited, which acquired the
net assets for 21 million British Pounds (approximately U.S. $35.3 million).
The Company borrowed 11 million British Pounds (approximately U.S. $18.5
million) on its $45 million credit facility, recently amended to allow
multi-currency borrowings, to complete the acquisition.
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The preliminary allocation of the purchase price included in the March 31, 1998
condensed consolidated balance sheet is based upon management's best estimates
and may be subject to further revisions. Operating results for Chart Marston
will be included in the Company's financial statements commencing April 1, 1998.
The investment of excess cash prior to the Chart Marston acquisition generated
net interest income for the 1998 first quarter of $190,000 versus $8,000 for the
prior year's first quarter. As of March 31, 1998, the Company had borrowings of
$18.4 million on its $45 million credit facility. The Company was in compliance
with all covenants related to this facility at March 31, 1998. The Company
forecasts sufficient cash flow from operations and available borrowings to fund
principal and interest payments, dividends and capital expenditures.
BACKLOG
Chart's consolidated firm order backlog at March 31, 1998 was $144.0 million, an
increase of $16.5 million from $127.5 million at December 31, 1997. Orders for
the 1998 first quarter totaled $46.7 million, compared with $31.7 million for
the 1997 first quarter. Chart Marston added $25.9 million to the backlog at
March 31, 1998.
Industrial gas equipment backlog at March 31, 1998 was $75.9 million, up from
$59.5 million at the close of the 1997 fourth quarter. First quarter orders
increased $8.8 million in a year-over-year comparison to $27.0 million in 1998
from $18.2 million in 1997, primarily due to the $7.1 million addition of
Cryenco. Chart Marston added $16.6 million to industrial gas equipment backlog
at March 31, 1998. While this segment of Chart's business has experienced some
softening in inquiries and customer forecasts, order levels remain high.
Hydrocarbon processing equipment backlog stood at $53.0 million at March 31,
1998, compared with $49.9 million at December 31, 1997. Orders for the 1998
first quarter increased $8.4 million to $11.5 million from $3.1 million for the
same quarter last year on the strength of orders for brazed aluminum heat
exchangers. This market remains very strong. The ethylene, LNG and natural gas
processing segments, in particular, have a number of projects in quotation.
Special products backlog totaled $15.2 million at March 31, 1998, down from
$18.1 million at the 1997 year-end. The LIGO project, which will be completed in
1998, accounted for $6.3 million of backlog at the end of the 1998 first
quarter. Orders declined $2.1 million in a year-over-year comparison to $8.3
million for the 1998 first quarter from $10.4 million for last year's first
quarter. The market for vacuum equipment remains active, with both domestic and
international demand for satellite testing chambers running particularly strong.
FORWARD-LOOKING STATEMENTS
The Company is making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
This Quarterly Report on Form 10-Q includes forward-looking statements relating
to the business of the Company. Forward-looking statements contained herein 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 control of the Company, that could cause actual results of the
Company to differ materially from those matters expressed or implied by
forward-looking statements. The Company believes that the following factors,
among others, could affect its future performance and cause actual results of
the Company to differ materially from those expressed or implied by
forward-looking statements made by or on behalf of the Company: (a) general
economic, business and market conditions; (b) competition; (c) decreases in
spending by its industrial customers; (d) the loss of a major customer or
customers; (e) ability of the Company to identify, consummate and integrate the
operations of suitable acquisition targets; (f) ability of the Company to
manage its fixed-price contract exposure; (g) its relations with its employees;
(h) the extent of product liability claims asserted against the Company; (i)
variability in the Company's operating results; (j) the ability of the Company
to attract and retain key personnel; (k) the costs of compliance with
environmental matters; and (l) the ability of the Company to protect its
proprietary information.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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PART II. OTHER INFORMATION
Item 5. Other Information
The Company issued two news releases on April 30, 1998,
copies of which are filed as Exhibits 99.1 and 99.2.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See the Exhibit Index on page 13 of this Form 10-Q.
(b) Reports on Form 8-K.
During the quarter ended March 31, 1998, the Company
filed a Current Report on Form 8-K dated March 5, 1998
to report the issuance of a news release announcing the
signing of a definitive agreement with IMI plc. to
acquire the industrial heat exchanger division of IMI
Marston Limited, and a Current Report on Form 8-K dated
March 31, 1998 to report the issuance of a news release
announcing the closing of the acquisition of the
industrial heat exchanger division of IMI Marston
Limited.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chart Industries, Inc.
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(Registrant)
Date: May 14, 1998 /s/Don A. Baines
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Don A. Baines
Chief Financial Officer and Treasurer
(Duly Authorized and Principal Financial Officer)
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EXHIBIT INDEX
Exhibit Number Description of Document
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27 Financial Data Schedule
99.1 News release dated April 30, 1998 from the
Company announcing a quarterly cash dividend
and a three-for-two stock split.
99.2 News release dated April 30, 1998 from the
Company announcing the adoption of a
Shareholder Rights Plan.
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