x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
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34-1712937
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(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
x
|
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Accelerated filer
|
¨
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Non-accelerated filer
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¨
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Smaller reporting company
|
¨
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Page
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Item 1.
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Financial Statements
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
159,054
|
|
|
$
|
123,708
|
|
Accounts receivable, less allowances of $6,747 and $6,965
|
140,447
|
|
|
183,514
|
|
||
Inventories, net
|
203,866
|
|
|
199,302
|
|
||
Unbilled contract revenue
|
33,173
|
|
|
59,283
|
|
||
Prepaid expenses
|
9,586
|
|
|
8,494
|
|
||
Other current assets
|
19,191
|
|
|
12,929
|
|
||
Total Current Assets
|
565,317
|
|
|
587,230
|
|
||
Property, plant and equipment, net
|
266,998
|
|
|
266,277
|
|
||
Goodwill
|
219,258
|
|
|
218,390
|
|
||
Identifiable intangible assets, net
|
103,988
|
|
|
106,714
|
|
||
Other assets
|
21,501
|
|
|
21,529
|
|
||
TOTAL ASSETS
|
$
|
1,177,062
|
|
|
$
|
1,200,140
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
68,250
|
|
|
$
|
97,413
|
|
Customer advances and billings in excess of contract revenue
|
83,616
|
|
|
71,030
|
|
||
Accrued salaries, wages and benefits
|
25,707
|
|
|
33,886
|
|
||
Current portion of warranty reserve
|
14,859
|
|
|
15,341
|
|
||
Short-term debt
|
6,965
|
|
|
6,160
|
|
||
Other current liabilities
|
28,726
|
|
|
38,209
|
|
||
Total Current Liabilities
|
228,123
|
|
|
262,039
|
|
||
Long-term debt
|
217,005
|
|
|
213,798
|
|
||
Long-term deferred tax liabilities
|
7,419
|
|
|
5,146
|
|
||
Long-term portion of warranty reserve
|
4,797
|
|
|
5,634
|
|
||
Accrued pension liabilities
|
17,137
|
|
|
17,283
|
|
||
Other long-term liabilities
|
21,088
|
|
|
20,504
|
|
||
Total Liabilities
|
495,569
|
|
|
524,404
|
|
||
|
|
|
|
||||
Equity
|
|
|
|
||||
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 30,588,295 and 30,545,657 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively
|
305
|
|
|
305
|
|
||
Additional paid-in capital
|
391,025
|
|
|
387,100
|
|
||
Retained earnings
|
303,440
|
|
|
308,091
|
|
||
Accumulated other comprehensive loss
|
(18,424
|
)
|
|
(24,904
|
)
|
||
Total Chart Industries, Inc. Shareholders’ Equity
|
676,346
|
|
|
670,592
|
|
||
Noncontrolling interests
|
5,147
|
|
|
5,144
|
|
||
Total Equity
|
681,493
|
|
|
675,736
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
1,177,062
|
|
|
$
|
1,200,140
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Sales
|
$
|
193,757
|
|
|
$
|
245,105
|
|
Cost of sales
|
141,056
|
|
|
172,582
|
|
||
Gross profit
|
52,701
|
|
|
72,523
|
|
||
Selling, general and administrative expenses
|
49,536
|
|
|
53,162
|
|
||
Amortization
|
3,128
|
|
|
4,404
|
|
||
Operating expenses
|
52,664
|
|
|
57,566
|
|
||
Operating income
|
37
|
|
|
14,957
|
|
||
Other expenses:
|
|
|
|
||||
Interest expense, net
|
4,094
|
|
|
3,922
|
|
||
Financing costs amortization
|
321
|
|
|
326
|
|
||
Foreign currency loss
|
206
|
|
|
3,064
|
|
||
Other expenses, net
|
4,621
|
|
|
7,312
|
|
||
(Loss) income before income taxes
|
(4,584
|
)
|
|
7,645
|
|
||
Income tax expense
|
88
|
|
|
2,370
|
|
||
Net (loss) income
|
(4,672
|
)
|
|
5,275
|
|
||
Noncontrolling interests, net of taxes
|
(21
|
)
|
|
29
|
|
||
Net (loss) income attributable to Chart Industries, Inc.
|
$
|
(4,651
|
)
|
|
$
|
5,246
|
|
Net (loss) income attributable to Chart Industries, Inc. per common share:
|
|
|
|
||||
Basic
|
$
|
(0.15
|
)
|
|
$
|
0.17
|
|
Diluted
|
$
|
(0.15
|
)
|
|
$
|
0.17
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
||||
Basic
|
30,568
|
|
|
30,466
|
|
||
Diluted
|
30,568
|
|
|
30,652
|
|
||
|
|
|
|
||||
Comprehensive income (loss), net of taxes
|
$
|
1,844
|
|
|
$
|
(2,570
|
)
|
Less: Comprehensive income attributable to noncontrolling interests, net of taxes
|
3
|
|
|
—
|
|
||
Comprehensive income (loss) attributable to Chart Industries, Inc., net of taxes
|
$
|
1,841
|
|
|
$
|
(2,570
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net (loss) income
|
$
|
(4,672
|
)
|
|
$
|
5,275
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
9,479
|
|
|
11,376
|
|
||
Interest accretion of convertible notes discount
|
3,029
|
|
|
2,799
|
|
||
Employee share-based compensation expense
|
5,537
|
|
|
5,752
|
|
||
Financing costs amortization
|
321
|
|
|
326
|
|
||
Unrealized foreign currency transaction gain
|
(50
|
)
|
|
(60
|
)
|
||
Other non-cash operating activities
|
506
|
|
|
642
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
44,126
|
|
|
(6,875
|
)
|
||
Inventory
|
(3,111
|
)
|
|
(18,761
|
)
|
||
Unbilled contract revenues and other assets
|
19,187
|
|
|
3,442
|
|
||
Accounts payable and other liabilities
|
(48,239
|
)
|
|
(8,620
|
)
|
||
Customer advances and billings in excess of contract revenue
|
12,066
|
|
|
5,592
|
|
||
Net Cash Provided By Operating Activities
|
38,179
|
|
|
888
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(5,232
|
)
|
|
(14,828
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
8
|
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(320
|
)
|
||
Net Cash Used In Investing Activities
|
(5,232
|
)
|
|
(15,140
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on revolving credit facilities
|
3,820
|
|
|
—
|
|
||
Repayments on revolving credit facilities
|
(3,056
|
)
|
|
—
|
|
||
Proceeds from exercise of options
|
12
|
|
|
422
|
|
||
Excess tax benefit from share-based compensation
|
24
|
|
|
130
|
|
||
Common stock repurchases
|
(601
|
)
|
|
(808
|
)
|
||
Other financing activities
|
—
|
|
|
(157
|
)
|
||
Net Cash Provided By (Used In) Financing Activities
|
199
|
|
|
(413
|
)
|
||
Effect of exchange rate changes on cash
|
2,200
|
|
|
(5,624
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
35,346
|
|
|
(20,289
|
)
|
||
Cash and cash equivalents at beginning of period
|
123,708
|
|
|
103,656
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
159,054
|
|
|
$
|
83,367
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Raw materials and supplies
|
$
|
74,428
|
|
|
$
|
76,680
|
|
Work in process
|
33,096
|
|
|
33,721
|
|
||
Finished goods
|
96,342
|
|
|
88,901
|
|
||
Total inventories, net
|
$
|
203,866
|
|
|
$
|
199,302
|
|
|
Energy &
Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
27,873
|
|
|
$
|
165,940
|
|
|
$
|
24,577
|
|
|
$
|
218,390
|
|
Foreign currency translation adjustments and other
|
—
|
|
|
868
|
|
|
—
|
|
|
868
|
|
||||
Balance at March 31, 2016
|
$
|
27,873
|
|
|
$
|
166,808
|
|
|
$
|
24,577
|
|
|
$
|
219,258
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated goodwill impairment loss
|
$
|
64,603
|
|
|
$
|
—
|
|
|
$
|
131,243
|
|
|
$
|
195,846
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Unpatented technology
|
$
|
8,649
|
|
|
$
|
(2,884
|
)
|
|
$
|
8,530
|
|
|
$
|
(2,660
|
)
|
Patents
|
7,789
|
|
|
(6,916
|
)
|
|
7,770
|
|
|
(6,753
|
)
|
||||
Trademarks and trade names
|
10,082
|
|
|
(6,994
|
)
|
|
10,052
|
|
|
(6,886
|
)
|
||||
Customer relationships
|
138,463
|
|
|
(92,866
|
)
|
|
138,223
|
|
|
(90,180
|
)
|
||||
Land use rights
|
13,548
|
|
|
(637
|
)
|
|
13,484
|
|
|
(567
|
)
|
||||
Total finite-lived intangible assets
|
$
|
178,531
|
|
|
$
|
(110,297
|
)
|
|
$
|
178,059
|
|
|
$
|
(107,046
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
$
|
35,754
|
|
|
|
|
$
|
35,701
|
|
|
|
(1)
|
Amounts include the impact of foreign currency translation. Fully amortized amounts are written off.
|
(2)
|
The Company amortizes certain identifiable intangible assets mainly on a straight-line basis over their estimated useful lives, which range from one to 50 years.
|
For the Year Ending December 31,
|
|
||
2016
|
$
|
11,800
|
|
2017
|
10,500
|
|
|
2018
|
9,800
|
|
|
2019
|
9,800
|
|
|
2020
|
6,600
|
|
Balance at December 31, 2015
|
$
|
20,975
|
|
Warranty expense
|
1,646
|
|
|
Warranty usage
|
(2,965
|
)
|
|
Balance at March 31, 2016
|
$
|
19,656
|
|
|
March 31, 2016
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
849
|
|
|
$
|
849
|
|
|
$
|
—
|
|
Total financial assets
|
$
|
849
|
|
|
$
|
849
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
593
|
|
|
$
|
593
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
1,761
|
|
|
—
|
|
|
1,761
|
|
|||
Total financial liabilities
|
$
|
2,354
|
|
|
$
|
593
|
|
|
$
|
1,761
|
|
|
December 31, 2015
|
||||||||||
|
Total
|
|
Level 2
|
|
Level 3
|
||||||
Foreign currency forward contracts
|
$
|
561
|
|
|
$
|
561
|
|
|
$
|
—
|
|
Total financial assets
|
$
|
561
|
|
|
$
|
561
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Foreign currency forward contracts
|
$
|
470
|
|
|
$
|
470
|
|
|
$
|
—
|
|
Contingent consideration liabilities
|
1,761
|
|
|
—
|
|
|
1,761
|
|
|||
Total financial liabilities
|
$
|
2,231
|
|
|
$
|
470
|
|
|
$
|
1,761
|
|
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive (loss) income
|
||||||
Balance at December 31, 2015
|
$
|
(12,513
|
)
|
|
$
|
(12,391
|
)
|
|
$
|
(24,904
|
)
|
Other comprehensive income
|
6,230
|
|
|
—
|
|
|
6,230
|
|
|||
Amounts reclassified from accumulated other comprehensive (loss) income, net of income taxes of $134
(1)
|
—
|
|
|
250
|
|
|
250
|
|
|||
Net current-period other comprehensive income, net of taxes
|
6,230
|
|
|
250
|
|
|
6,480
|
|
|||
Balance at March 31, 2016
|
$
|
(6,283
|
)
|
|
$
|
(12,141
|
)
|
|
$
|
(18,424
|
)
|
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance at December 31, 2014
|
$
|
3,808
|
|
|
$
|
(12,494
|
)
|
|
$
|
(8,686
|
)
|
Other comprehensive loss
|
(8,048
|
)
|
|
—
|
|
|
(8,048
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss) income, net of income taxes of $125
(1)
|
—
|
|
|
232
|
|
|
232
|
|
|||
Net current-period other comprehensive (loss) income, net of taxes
|
(8,048
|
)
|
|
232
|
|
|
(7,816
|
)
|
|||
Balance at March 31, 2015
|
$
|
(4,240
|
)
|
|
$
|
(12,262
|
)
|
|
$
|
(16,502
|
)
|
(1)
|
Amounts reclassified from accumulated other comprehensive (loss) income were expensed and included in cost of sales (
$151
and
$140
for the
three months ended March 31, 2016
and
2015
, respectively) and selling, general and administrative expenses (
$233
and
$217
for the
three months ended March 31, 2016
and
2015
, respectively) in the condensed consolidated statements of operations and comprehensive income (loss). The components in accumulated other comprehensive (loss) income are included in the computation of net periodic pension expense (income) as reported in Note 11.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income (loss) attributable to Chart Industries, Inc.
|
$
|
(4,651
|
)
|
|
$
|
5,246
|
|
Net income (loss) attributable to Chart Industries, Inc. per common share:
|
|
|
|
||||
Basic
|
$
|
(0.15
|
)
|
|
$
|
0.17
|
|
Diluted
(1)
|
$
|
(0.15
|
)
|
|
$
|
0.17
|
|
|
|
|
|
||||
Weighted average number of common shares outstanding — basic
|
30,568
|
|
|
30,466
|
|
||
Incremental shares issuable upon assumed conversion and exercise of share-based awards
|
—
|
|
|
186
|
|
||
Weighted average number of common shares outstanding — diluted
|
30,568
|
|
|
30,652
|
|
(1)
|
Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs because to do so would be anti-dilutive.
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Share-based awards
|
1,516
|
|
|
220
|
|
Warrants
|
3,368
|
|
|
3,368
|
|
Total anti-dilutive securities
|
4,884
|
|
|
3,588
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Interest cost
|
$
|
571
|
|
|
$
|
572
|
|
Expected return on plan assets
|
(697
|
)
|
|
(799
|
)
|
||
Amortization of net loss
|
384
|
|
|
357
|
|
||
Total net periodic pension expense
|
$
|
258
|
|
|
$
|
130
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
Energy & Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Balance as of January 1, 2016
|
$
|
1,106
|
|
|
$
|
3,446
|
|
|
$
|
430
|
|
|
$
|
850
|
|
|
$
|
5,832
|
|
Restructuring charges
|
281
|
|
|
2,193
|
|
|
484
|
|
|
734
|
|
|
3,692
|
|
|||||
Cash payments and other
|
(843
|
)
|
|
(385
|
)
|
|
(440
|
)
|
|
(509
|
)
|
|
(2,177
|
)
|
|||||
Balance as of March 31, 2016
|
$
|
544
|
|
|
$
|
5,254
|
|
|
$
|
474
|
|
|
$
|
1,075
|
|
|
$
|
7,347
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Sales
|
|
|
|
||||
Energy & Chemicals
|
$
|
37,959
|
|
|
$
|
87,470
|
|
Distribution & Storage
|
107,497
|
|
|
105,071
|
|
||
BioMedical
|
48,301
|
|
|
52,564
|
|
||
Consolidated
|
$
|
193,757
|
|
|
$
|
245,105
|
|
Operating Income (Loss)
(1)
|
|
|
|
||||
Energy & Chemicals
|
$
|
(2,198
|
)
|
|
$
|
15,291
|
|
Distribution & Storage
|
9,830
|
|
|
10,312
|
|
||
BioMedical
|
6,652
|
|
|
3,236
|
|
||
Corporate
|
(14,247
|
)
|
|
(13,882
|
)
|
||
Consolidated
|
$
|
37
|
|
|
$
|
14,957
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Sales
|
|
|
|
||||
Energy & Chemicals
|
$
|
37,959
|
|
|
$
|
87,470
|
|
Distribution & Storage
|
107,497
|
|
|
105,071
|
|
||
BioMedical
|
48,301
|
|
|
52,564
|
|
||
Consolidated
|
$
|
193,757
|
|
|
$
|
245,105
|
|
Gross Profit
|
|
|
|
||||
Energy & Chemicals
|
$
|
5,471
|
|
|
$
|
24,863
|
|
Distribution & Storage
|
29,415
|
|
|
30,048
|
|
||
BioMedical
|
17,815
|
|
|
17,612
|
|
||
Consolidated
|
$
|
52,701
|
|
|
$
|
72,523
|
|
Gross Profit Margin
|
|
|
|
||||
Energy & Chemicals
|
14.4
|
%
|
|
28.4
|
%
|
||
Distribution & Storage
|
27.4
|
%
|
|
28.6
|
%
|
||
BioMedical
|
36.9
|
%
|
|
33.5
|
%
|
||
Consolidated
|
27.2
|
%
|
|
29.6
|
%
|
||
SG&A Expenses
(1)
|
|
|
|
||||
Energy & Chemicals
|
$
|
7,065
|
|
|
$
|
8,873
|
|
Distribution & Storage
|
17,943
|
|
|
18,432
|
|
||
BioMedical
|
10,299
|
|
|
11,994
|
|
||
Corporate
|
14,229
|
|
|
13,863
|
|
||
Consolidated
|
$
|
49,536
|
|
|
$
|
53,162
|
|
SG&A Expenses (% of Sales)
|
|
|
|
||||
Energy & Chemicals
|
18.6
|
%
|
|
10.1
|
%
|
||
Distribution & Storage
|
16.7
|
%
|
|
17.5
|
%
|
||
BioMedical
|
21.3
|
%
|
|
22.8
|
%
|
||
Consolidated
|
25.6
|
%
|
|
21.7
|
%
|
||
Operating (Loss) Income
|
|
|
|
||||
Energy & Chemicals
|
$
|
(2,198
|
)
|
|
$
|
15,291
|
|
Distribution & Storage
|
9,830
|
|
|
10,312
|
|
||
BioMedical
|
6,652
|
|
|
3,236
|
|
||
Corporate
|
(14,247
|
)
|
|
(13,882
|
)
|
||
Consolidated
|
$
|
37
|
|
|
$
|
14,957
|
|
Operating Margin
|
|
|
|
||||
Energy & Chemicals
|
(5.8
|
)%
|
|
17.5
|
%
|
||
Distribution & Storage
|
9.1
|
%
|
|
9.8
|
%
|
||
BioMedical
|
13.8
|
%
|
|
6.2
|
%
|
||
Consolidated
|
—
|
%
|
|
6.1
|
%
|
(1)
|
Beginning in 2016, the Company allocates share-based compensation expense to each operating segment and maintains share-based compensation expense related to Corporate employees at Corporate. Prior to 2016, all share-based compensation expense was recorded at Corporate. Reclassifications from Corporate to the operating segments have been made to the 2015 selling, general and administrative expenses (“SG&A”) to conform to the 2016 presentation.
|
|
Three Months Ended
|
||||||
|
March 31,
2016 |
|
December 31,
2015 |
||||
Orders
|
|
|
|
||||
Energy & Chemicals
|
$
|
8,774
|
|
|
$
|
45,446
|
|
Distribution & Storage
|
139,376
|
|
|
130,630
|
|
||
BioMedical
|
51,109
|
|
|
55,077
|
|
||
Total
|
$
|
199,259
|
|
|
$
|
231,153
|
|
|
As of
|
||||||
|
March 31,
2016 |
|
December 31,
2015 |
||||
Backlog
|
|
|
|
||||
Energy & Chemicals
|
$
|
122,648
|
|
|
$
|
151,638
|
|
Distribution & Storage
|
239,978
|
|
|
206,518
|
|
||
BioMedical
|
19,819
|
|
|
16,456
|
|
||
Total
|
$
|
382,445
|
|
|
$
|
374,612
|
|
•
|
the loss of, or a significant reduction or delay in purchases by, our largest customers;
|
•
|
fluctuations in energy prices;
|
•
|
our ability to control our costs and successfully manage our operations;
|
•
|
the potential for negative developments in the natural gas industry related to hydraulic fracturing;
|
•
|
competition in our markets;
|
•
|
the impairment of our goodwill or other intangible assets;
|
•
|
governmental energy policies could change, or expected changes could fail to materialize;
|
•
|
degradation of our backlog as a result of modification or termination of orders;
|
•
|
our ability to successfully acquire or integrate companies that provide complementary products or technologies;
|
•
|
economic downturns and deteriorating financial conditions;
|
•
|
our ability to manage our fixed-price contract exposure;
|
•
|
our reliance on the availability of key supplies and services;
|
•
|
changes in government health care regulations and reimbursement policies;
|
•
|
litigation and disputes involving us, including the extent of product liability, warranty, contract, employment, intellectual property and environmental claims asserted against us;
|
•
|
fluctuations in foreign currency exchange rates and interest rates;
|
•
|
general economic, political, business and market risks associated with our global operations;
|
•
|
the loss of key employees;
|
•
|
our warranty reserves may not adequately cover our warranty obligations;
|
•
|
technological security threats and our reliance on information systems;
|
•
|
financial distress of third parties;
|
•
|
our ability to protect our intellectual property and know-how;
|
•
|
United States Food and Drug Administration and comparable foreign regulation of our products;
|
•
|
the pricing and availability of raw materials;
|
•
|
the cost of compliance with environmental, health and safety laws and responding to potential liabilities under these laws;
|
•
|
claims that our products or processes infringe intellectual property rights of others;
|
•
|
additional liabilities related to taxes;
|
•
|
our ability to continue our technical innovation in our product lines;
|
•
|
labor costs and disputes and the deterioration of our relations with our employees;
|
•
|
increased government regulation;
|
•
|
the underfunded status of our pension plan;
|
•
|
the risk of potential violations of the Foreign Corrupt Practices Act;
|
•
|
disruptions in our operations due to severe weather;
|
•
|
regulations governing the export of our products and other regulations applicable to us as a supplier of products to the U.S. government;
|
•
|
fluctuations or adjustments in the Company’s effective tax rate;
|
•
|
risks associated with our indebtedness, leverage and liquidity;
|
•
|
potential dilution to existing holders of our common stock as a result of the conversion of our Convertible Notes, and the need to utilize our cash balances and/or credit facility to fund any cash settlement related to such conversions;
|
•
|
fluctuations in the price of our stock; and
|
•
|
other factors described herein.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number of Shares Purchased |
|
Average Price
Paid Per Share |
|
Total Number of
Shares Purchased As Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||
January 1 – 31, 2016
|
26,278
|
|
|
$
|
17.40
|
|
|
—
|
|
|
$
|
—
|
|
February 1 – 29, 2016
|
7,307
|
|
|
17.64
|
|
|
—
|
|
|
—
|
|
||
March 1 – 31, 2016
|
715
|
|
|
21.60
|
|
|
—
|
|
|
—
|
|
||
Total
|
34,300
|
|
|
$
|
17.53
|
|
|
—
|
|
|
$
|
—
|
|
Item 6.
|
Exhibits
|
10.1
|
Amendment No. 1, dated March 21, 2016, to the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan. * (x)
|
10.2
|
Amendment No. 6, dated April 15, 2016, to the Employment Agreement dated February 26, 2008, by and between Chart Industries, Inc. and Kenneth J. Webster. * (x)
|
10.3
|
Employment Agreement, dated April 15, 2016, by and between Chart Industries, Inc. and Mary C. Cook. * (x)
|
31.1
|
Rule 13a-14(a) Certification of Chief Executive Officer (x)
|
31.2
|
Rule 13a-14(a) Certification of Chief Financial Officer (x)
|
32.1
|
Section 1350 Certification of Chief Executive Officer (xx)
|
32.2
|
Section 1350 Certification of Chief Financial Officer (xx)
|
101.INS
|
XBRL Instance Document (xxx)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (xxx)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (xxx)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (xxx)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (xxx)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (xxx)
|
(x)
|
Filed herewith.
|
(xx)
|
Furnished herewith.
|
(xxx)
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
|
*
|
Management contract or compensatory plan or arrangement.
|
Chart Industries, Inc.
|
(Registrant)
|
Date:
|
April 28, 2016
|
By:
|
/s/ Kenneth J. Webster
|
|
|
|
Kenneth J. Webster
|
|
|
|
Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
(Duly Authorized Officer)
|
|
CHART INDUSTRIES, INC
|
|
|
|
|
|
By
|
/s/ Matthew J. Klaben
|
|
|
|
|
Its
|
Vice President, General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHART INDUSTRIES, INC.
|
|
KENNETH J. WEBSTER
|
("Company")
|
|
("Executive")
|
|
|
|
|
|
|
By: /s/ Samuel F. Thomas
|
|
/s/ Kenneth J. Webster
|
|
|
|
Name: Samuel F. Thomas
|
|
|
Title: Chairman, Chief Executive Officer and
President
|
|
|
CHART INDUSTRIES, INC.
|
|
|
("Company")
|
|
Mary C. Cook ("Executive")
|
|
|
|
|
|
|
By: /s/ Samuel F. Thomas
|
|
/s/ Mary C. Cook
|
|
|
|
Name: Samuel F. Thomas
|
|
|
Title: Chairman, Chief Executive Officer and
President
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Samuel F. Thomas
|
|
Samuel F. Thomas
|
|
Chairman of the Board, Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Kenneth J. Webster
|
|
Kenneth J. Webster
|
|
Vice President and Chief Financial Officer
|
(a)
|
The Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
(the “
Form 10-Q
”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
|
|
/s/ Samuel F. Thomas
|
|
Samuel F. Thomas
|
|
Chairman of the Board, Chief Executive Officer and President
|
(a)
|
The Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2016
(the “
Form 10-Q
”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(b)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
|
|
/s/ Kenneth J. Webster
|
|
Kenneth J. Webster
|
|
Vice President and Chief Financial Officer
|