Download CHART INDUSTRIES INC (Form: 8-K, Received: 07

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 31, 2014
____________________________________
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
Delaware
001-11442
(State of other jurisdiction of incorporation or
organization)
(Commission File Number)
34-1712937
(I.R.S. Employer Identification No.)
One Infinity Corporate Centre Drive, Suite 300, Garfield Heights,
Ohio
44125
(Address of principal executive offices)
(ZIP Code)
Registrant’s telephone number, including area code: (440) 753-1490
NOT APPLICABLE
(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 31, 2014, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial
results for the second quarter ended June 30, 2014. 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 acquisition-related costs and facility startup costs, as well as the impact of the Company’s Convertible Notes
recorded in the quarter. Also included for purposes of period-to-period comparison is an adjusted earnings per share amount for
the second quarter of 2013 which excludes certain acquisition-related costs and European flood damage expenses, as well as the
impact of the Convertible Notes recognized in that quarter. These adjusted earnings per share measures are not recognized under
generally accepted accounting principles (“GAAP”) and are referred to as “non-GAAP financial measures” in Regulation G under
the Securities Act. The Company believes these adjusted earnings per share amounts are of interest to investors and facilitate
useful period-to-period comparisons of the Company’s financial results, and this information is used by the Company in
evaluating internal performance. The adjusted earnings per share amounts are reconciled to earnings per share in a table at the end
of the news release.
Item 7.01 Regulation FD Disclosure.
On July 31, 2014, the Company announced that its Energy & Chemicals Group has been awarded a contract in excess of
$40 million to provide LNG liquefaction equipment for Bechtel’s FortisBC Tilbury Expansion Project. A copy of the Bechtel
news release is furnished with this Current Report on Form 8-K as Exhibit 99.2.
On July 31, 2014, the Company also announced that its Energy & Chemicals Group has been awarded a contract in excess
of $20 million to provide brazed aluminum heat exchangers and cold boxes to Black & Veatch for the Golar floating liquefied
natural gas project. A copy of the Black & Veatch news release is furnished with this Current Report on Form 8-K as Exhibit 99.3.
All information in these new releases 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.
2
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
99.1
99.2
99.3
Description
Chart Industries, Inc. News Release, dated July 31, 2014, announcing the Company’s second quarter
2014 results.
Chart Industries, Inc. News Release, dated July 31, 2014, announcing a contract for LNG liquefaction
equipment for Bechtel.
Chart Industries, Inc. News Release, dated July 31, 2014, announcing a contract for FLNG liquefaction
equipment for Black & Veatch.
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 31, 2014
By:
/s/ Michael F. Biehl
Michael F. Biehl
Executive Vice President and Chief Financial Officer
4
EXHIBIT INDEX
Exhibit No.
99.1
99.2
99.3
Description
Chart Industries, Inc. News Release, dated July 31, 2014, announcing the Company’s second quarter
2014 results.
Chart Industries, Inc. News Release, dated July 31, 2014, announcing a contract for LNG liquefaction
equipment for Bechtel.
Chart Industries, Inc. News Release, dated July 31, 2014, announcing a contract for FLNG liquefaction
equipment for Black & Veatch.
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Exhibit 99.1
Chart Industries Reports 2014 Second Quarter Results
Cleveland, Ohio – July 31, 2014 - 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, 2014. Highlights include:
•
Announces new award in excess of $40 million for LNG liquefaction equipment
•
Announces new award in excess of $20 million for floating LNG liquefaction
equipment
•
Sequential order growth and year over year revenue growth in D&S LNG
Net income for the second quarter of 2014 was $20.1 million, or $0.65 per diluted share. Second quarter
2014 earnings would have been $0.70 per diluted share excluding $2.0 million, or $0.04 per diluted share, of
acquisition-related costs and facility startup costs recorded in the quarter, as well as a $0.01 per diluted
share impact associated with Chart’s Convertible Notes (“Notes”). This compares with net income of $20.0
million, or $0.64 per diluted share, for the second quarter of 2013. Second quarter 2013 earnings would
have been $0.77 per share excluding $4.8 million, or $0.11 per diluted share, of acquisition-related costs
and flood damage expense in Europe, as well as a $0.02 per diluted share impact associated with the
Notes.
Net sales for the second quarter of 2014 increased 3% to $306.8 million from $298.3 million in the
comparable period a year ago. Gross profit for the second quarter of 2014 was $92.2 million, or 30.0% of
sales, versus $89.8 million, or 30.1% of sales, in the comparable quarter of 2013.
“We are excited by the trend we are seeing in small to mid-scale liquefaction in North America with two
standard plant awards using Chart’s proprietary liquefaction technology announced in the last 60 days. This
includes the new award announced today with Fortis, which will be reflected in third quarter orders, and the
award announced with LNG Holdings in June which is included in second quarter orders. The Golar Floating
Liquefied Natural Gas (FLNG) project award from Black & Veatch announced today will be reflected in third
quarter orders and showcases the unique advantages that brazed aluminum heat exchangers offer for LNG
applications,” stated Sam Thomas, Chart’s Chairman, President and Chief Executive Officer.
Mr. Thomas continued, “Order activity in China continues to grow, but delays in expected customer
shipments impacted quarterly results. Sequentially, consolidated LNG-related orders grew 19%. We are also
beginning to see positive signs in the BioMedical respiratory market as revenues grew 35% sequentially.”
Backlog at June 30, 2014 was $695.0 million, down 4% from the March 31, 2014 level of $721.9 million.
Orders for the second quarter of 2014 were $280.6 million compared with $262.6 million for the first quarter
of 2014.
Selling, general and administrative ("SG&A") expenses for the second quarter of 2014 increased $1.8 million
compared with the same period in 2013 to $53.7 million, or 17.5% of sales. SG&A
1
expenses in the second quarter of 2013 were 17.4% of sales. The increase was largely due to higher
employee-related costs as we continued to invest in growth opportunities in addition to the start-up costs
associated with our recent acquisition in China, which closed during the quarter.
Net interest expense was $4.1 million for the second quarter of 2014, which included $2.6 million of
non-cash accretion expense associated with the Company’s Notes. Net cash interest was $1.5 million.
Income tax expense was $8.8 million for the second quarter and represented an effective tax rate of 30.2%
compared with $8.0 million for the prior year’s second quarter, or an effective tax rate of 27.9%. The rate
was higher in the current quarter due to expiration of the Research & Development credit in 2013 and a
higher mix of U.S. earnings, which are taxed at a higher rate.
Cash and short-term investments were $142.7 million at June 30, 2014, compared with $140.4 million at
March 30, 2014.
SEGMENT HIGHLIGHTS
Energy and Chemicals (“E&C”) segment sales increased 18% to $93.0 million for second quarter 2014
compared with $78.7 million for the same quarter in the prior year. Additional project volume in the process
systems business led the improvement. E&C gross profit margins were 26.5% in the 2014 quarter compared
with 29.0% in the same quarter of 2013. Margins were unfavorably impacted in the quarter by project mix
weighted towards large scale, lower margin LNG projects, a higher percentage of lower margin industrial
gas business and start-up costs related to the La Crosse expansion and Wuxi acquisition.
Distribution and Storage (“D&S”) segment sales improved 1% to $149.1 million for the second quarter of
2014 compared with $147.2 million for the same quarter in the prior year. Sales in North America and
Europe offset the sales decline in China as a result of customer delays. D&S gross profit margin improved to
30.6% in the quarter compared with 28.4% a year ago on improved volume and product mix in the U.S. and
Europe, including favorable impact from resolution of a partial contract cancellation we previously reported.
The costs D&S incurred during the first quarter associated with this contract were recouped in the second
quarter, normalizing year to date gross profit margin .
BioMedical segment sales declined 10% to $64.8 million for the second quarter of 2014 compared with
$72.4 million for the same quarter in the prior year. The commercial oxygen generation systems business
accounted for a majority of the shortfall, as delays in project timing impacted expected results. BioMedical
gross profit margin declined to 33.8% in the quarter compared with 34.7% for the same period in 2013,
primarily on lower volume in commercial oxygen generation systems and higher warranty costs associated
with respiratory therapy products.
OUTLOOK
Based on second quarter results, current order backlog, and business expectations for the remainder of
2014, the Company is adjusting its previously announced sales and earnings guidance. Due primarily to
customer delays in D&S China, annual sales and earnings are no longer expected to reach the Company’s
previous estimates. Overall, we remain positive on the long-term outlook for the use of natural gas as a
transportation fuel.
2
Sales for 2014 are now expected to be in a range of $1.22 to $1.27 billion, and diluted earnings per share
are now expected to be in a range of $2.85 to $3.15 per diluted share, on approximately 31.0 million
weighted average shares outstanding. This excludes any dilution impact resulting from the Notes and
acquisition-related costs. This compares with previous sales guidance of $1.25 to $1.3 billion and earnings
guidance of $3.00 to $3.40 per diluted share, on approximately 30.7 million weighted average shares
outstanding. This also excluded any dilution impact resulting from the Notes and acquisition-related costs.
FORWARD-LOOKING STATEMENTS
Certain statements made in this news release are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning
the Company's plans, objectives, future orders, revenues, earnings or performance, liquidity and cash flow,
capital expenditures, business trends, and other information that is not historical in nature. Forward-looking
statements may be identified by terminology such as "may," "will," "should," "expects," "anticipates,"
"believes," "projects," "forecasts," “outlook,” “guidance,” "continue," or the negative of such terms or
comparable terminology.
Forward-looking statements contained in this news release or in other statements made by the Company
are made based on management's expectations and beliefs concerning future events impacting the
Company and are subject to uncertainties and factors relating to the Company's operations and business
environment, all of which are difficult to predict and many of which are beyond the Company's control, that
could cause the Company's actual results to differ materially from those matters expressed or implied by
forward-looking statements. These factors and uncertainties include, among others, the following: the
cyclicality of the markets that the Company serves and the vulnerability of those markets to economic
downturns; a delay, significant reduction in or loss of purchases by large customers; a delay in the
anticipated timing of LNG infrastructure build out or respiratory therapy demand recovery; fluctuations in
energy prices; the potential for negative developments in the natural gas industry related to hydraulic
fracturing; competition; changes in government energy policy or the failure of expected changes in policy to
materialize; our ability to successfully manage our planned operational expansions; 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; challenges and uncertainties associated with efforts to acquire and integrate product lines or
businesses; changes in government healthcare regulations and reimbursement policies; general economic,
political, business and market risks associated with the Company's international operations and
transactions; changes in regulations governing the export of our products; litigation and disputes involving
the Company, including product liability, contract, warranty, intellectual property, employment and
environmental claims; variability in operating results associated with unanticipated increases in warranty
returns of Company products; loss of key employees and deterioration of employee or labor relations;
fluctuations in foreign currency exchange and interest rates; financial distress of third parties; the regulation
of our products by the U.S. Food & Drug Administration and other governmental authorities; the pricing and
availability of raw materials; potential future impairment of the Company’s significant goodwill and other
intangibles; the cost of compliance with environmental, health and safety laws; additional liabilities related to
taxes; the impact of severe weather; and volatility and fluctuations in the price of the Company’s stock.
3
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 independent global manufacturer of highly engineered equipment used in the production,
storage and end-use of hydrocarbon and industrial gases. The majority of Chart's products are used
throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use
applications, the largest portion of which are energy-related. Chart has domestic operations located across
the United States and an international presence in Asia, Australia and Europe. For more information, visit:
http://www.chartindustries.com.
Use of Non-GAAP Financial Information:
To supplement the unaudited condensed consolidated financial statements presented in accordance with
U.S. GAAP in this news release, certain non-GAAP financial measures as defined by SEC rules are
used. The non-GAAP measures included in this news release have been reconciled to the comparable
GAAP measures within an accompanying table, shown on the last page of this news release.
As previously announced, the Company will discuss its second quarter 2014 results on a conference call on
Thursday, July 31, 2014 at 10:30 a.m. ET. Participants may join the conference call by dialing (877)
312-9395 in the U.S. or (970) 315-0456 from outside the U.S. A live webcast presentation will also be
accessible at 10:30 a.m. ET at http://www.chartindustries.com. Please log-in or dial-in at least five minutes
prior to the start time.
A taped replay of the conference call will be archived on the Company’s website, www.chartindustries.com,
approximately one hour after the call concludes. You may also listen to a taped replay of the conference call
by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside the U.S. and entering Conference Number
74209776. The telephone replay will be available beginning 1:30 p.m. ET, Thursday July 31, 2014 until
11:59 p.m. ET, Thursday, August 7, 2014.
For more information, click here:
http://ir.chartindustries.com/
Contact:
Ken Webster
Vice President, Chief Accounting
Officer and Controller
216-626-1216
[email protected]
or
Jim Fischman
Director of Investor Relations and
Financial Planning
216-626-1216
[email protected]
4
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars and shares in thousands, except per share amounts)
Three Months Ended June 30,
2014
Sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Amortization expense
Operating expenses
Operating income (1)
Other expenses:
Interest expense and financing costs amortization, net
Foreign currency loss
Other expenses, net
Income before income taxes
Income tax expense
Net income
Noncontrolling interests, net of taxes
Net income attributable to Chart Industries, Inc.
Net income attributable to Chart Industries, Inc. per
common share:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted (2)
$
Six Months Ended June 30,
2013
306,810
214,629
92,181
53,662
4,475
58,137
34,044
$
4,464
391
4,855
29,189
8,818
20,371
302
20,069
$
$
$
2014
298,266
208,460
89,806
51,905
4,922
56,827
32,979
$
4,304
91
4,395
28,584
7,981
20,603
603
20,000
0.66
$
0.65
$
$
2013
573,050
403,323
169,727
104,573
8,964
113,537
56,190
$
571,914
402,658
169,256
99,109
9,817
108,926
60,330
$
8,939
509
9,448
46,742
14,032
32,710
644
32,066
$
8,621
437
9,058
51,272
14,561
36,711
1,176
35,535
0.66
$
1.06
$
1.18
0.64
$
1.03
$
1.15
30,389
30,249
30,368
30,143
30,978
31,428
31,170
31,000
_______________
(1)
Includes depreciation expense of $5,713 and $5,127 for the three months ended June 30, 2014 and 2013, respectively, and $11,396 and
$10,146 for the six months ended June 30, 2014 and 2013, respectively.
(2)
Includes an add itional 320 and 529 shares related to the Convertible Notes in the Company’s diluted earnings per share calculation for the
three and six months ended June 30, 2014, respectively. The associated hedge, which helps offset this dilution, cannot be taken into
account under GAAP. If the hedge could have been considered, it would have reduced the additional shares by 320 and 529 for the three
and six months ended June 30, 2014, respectively.
5
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
Three Months Ended June 30,
2014
Net Cash Provided By Operating Activities
Investing Activities
Capital expenditures
Proceeds from sale of assets
Acquisition of business, net of cash acquired (1)
Net Cash Used In Investing Activities
Financing Activities
Borrowings on revolving credit facilities
Repayments on revolving credit facilities
Principal payments on long-term debt
Proceeds from exercise of stock options
Excess tax benefit from share-based compensation
Payment of contingent consideration
Common stock repurchases
Distribution to noncontrolling interest
$
Net Cash Provided By (Used In) Financing Activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and Cash Equivalents At End of Period
$
21,482
Six Months Ended June 30,
2013
$
34,020
2014
$
42,343
2013
$
10,382
(15,248 )
1,657
(7,319 )
(20,910 )
(17,148 )
—
(3,032 )
(20,180 )
(25,665)
1,691
(11,943)
(35,917)
(29,226)
—
(3,032)
(32,258)
4,601
—
(937 )
108
163
(741 )
(117 )
(1,206 )
1,871
(188 )
2,255
140,419
142,674
51,253
(65,273 )
(938 )
549
89
—
(24 )
(1,369 )
(15,713 )
1,387
(486 )
126,268
125,782
7,884
(3,252)
(1,875)
624
1,727
(741)
(3,291)
(1,206)
(130)
(967)
5,329
137,345
142,674
100,231
(97,011)
(1,876)
4,462
4,472
—
(1,903)
(1,369)
7,006
(846)
(15,716)
141,498
125,782
$
$
$
_______________
(1)
Includes an advance payment of $4,624 from the prior quarter associated with the Chart Energy & Chemicals Wuxi Co., Ltd. acquisition.
6
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
June 30,
2014
(Unaudited)
ASSETS
Cash and cash equivalents
Other current assets
Property, plant and equipment, net
Goodwill
Identifiable intangible assets, net
Other assets, net
$
$
TOTAL ASSETS
LIABILITIES AND EQUITY
Current liabilities (1)
Long-term debt
Other long-term liabilities
Convertible notes conversion feature (1)
Equity
$
$
TOTAL LIABILITIES AND EQUITY
December 31,
2013
142,674
510,687
238,772
407,360
164,443
24,057
1,487,993
$
294,234
260,538
80,317
—
852,904
1,487,993
$
$
$
137,345
512,098
224,205
398,905
172,142
16,935
1,461,630
499,304
64,688
79,055
56,563
762,020
1,461,630
_______________
(1)
As a result of meeting one of the events for early conversion as defined in the Indenture for our $250,000 convertible notes, the liability
component was classified as a current liability, and a portion of the equity component was classified as temporary equity representing the
convertible notes debt conversion feature in our Condensed Consolidated Balance Sheet as of December 31, 2013. Since the events for
early conversion were not met at the end of the second quarter of 2014, the liability component of the Notes was classified as long-term
debt, and the temporary equity was classified as permanent equity in our Condensed Consolidated Balance Sheet as of June 30, 2014.
7
CHART INDUSTRIES, INC. AND SUBSIDIARIES
OPERATING SEGMENTS (UNAUDITED)
(Dollars in thousands)
Three Months Ended June 30,
2014
Sales
Energy & Chemicals
Distribution & Storage
BioMedical
Total
$
$
Gross Profit
Energy & Chemicals
Distribution & Storage
BioMedical
$
$
Total
Gross Profit Margin
Energy & Chemicals
Distribution & Storage
BioMedical
Total
Operating Income (Loss)
Energy & Chemicals
Distribution & Storage
BioMedical
Corporate
Total
Six Months Ended June 30,
2013
92,954
149,105
64,751
306,810
$
24,613
45,684
21,884
92,181
$
$
$
26.5 %
30.6 %
33.8 %
30.0 %
2014
78,716
147,156
72,394
298,266
$
22,854
41,855
25,097
89,806
$
$
$
29.0%
28.4%
34.7%
30.1%
2013
179,100
278,627
115,323
573,050
$
49,336
82,026
38,365
169,727
$
$
$
27.5 %
29.4 %
33.3 %
29.6 %
159,577
275,889
136,448
571,914
43,781
78,357
47,118
169,256
27.4%
28.4%
34.5%
29.6%
(1)
$
$
16,042
24,222
7,424
(13,644 )
34,044
$
$
14,914
23,393
8,752
(14,080)
32,979
$
$
32,649
42,309
9,819
(28,587 )
56,190
$
$
27,733
42,682
15,505
(25,590)
60,330
_______________
(1)
Includes acquisition-related costs, startup costs, and European flood costs (in 2013) of $1,968 and $4,827 for the three months ended June
30, 2014 and 2013, respectively, and $2,787 and $6,040 for the six months ended June 30, 2014 and 2013, respectively.
8
CHART INDUSTRIES, INC. AND SUBSIDIARIES
ORDERS AND BACKLOG (UNAUDITED)
(Dollars in thousands)
Three Months Ended
June 30,
March 31,
2014
2014
Orders
Energy & Chemicals
Distribution & Storage
BioMedical
Total
$
$
Backlog
Energy & Chemicals
Distribution & Storage (1)
BioMedical
$
$
Total
56,580
163,338
60,656
280,574
$
285,181
385,207
24,601
694,989
$
$
$
65,041
142,528
55,005
262,574
321,468
372,368
28,022
721,858
_______________
(1)
During the second quarter, a major oil company partially cancelled certain LNG infrastructure projects for an order previously awarded to
our D&S business during 2013. The result of this action has been reflected as a reduction in orders of approximately $8 million.
9
CHART INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED EARNINGS PER SHARE
(UNAUDITED)
Three Months Ended June 30,
2014
Earnings per diluted share
Inventory write-up to fair value
Acquisition-related costs, retention and severance
Facility startup costs
Flood damage
Dilution impact of convertible notes
Adjusted earnings per diluted share
$
$
10
2013
0.65
—
0.02
0.02
—
0.01
0.70
$
$
0.64
0.06
0.03
—
0.02
0.02
0.77
Exhibit 99.2
Chart E&C Receives LNG Liquefaction Plant Order from Bechtel
Cleveland, Ohio – July 31, 2014 - Chart Industries, Inc. (Nasdaq: GTLS) today announced that Bechtel has awarded Chart’s
wholly-owned subsidiary, Chart Energy & Chemicals, Inc. ("Chart E&C"), a contract to provide Chart’s proprietary IPSMR®
liquefaction technology and C450IMR LNG standard liquefaction plant equipment for the FortisBC Tilbury Expansion Project in
British Columbia, Canada. Bechtel will execute the engineering, procurement and construction for FortisBC and utilize Chart
E&C as its process technology partner and key equipment supplier. The project order is in excess of $40 million.
The Tilbury Expansion will be designed to produce nominally 0.25 million tonnes per annum (MTPA) for transportation fuel and
as an important energy source for remote communities and for the marketplace in British Columbia. Chart E&C’s vertically
integrated equipment manufacturing model provides the FortisBC project greater schedule certainty and efficient capital cost. The
project will benefit from improved operating efficiency from Chart E&C’s proprietary single mixed refrigerant liquefaction
technology IPSMR®. The Tilbury expansion is expected to begin LNG production in the third quarter of 2016.
“Both Chart and Bechtel have a shared commitment to providing customers with a cost efficient, safe alternative to diesel and
other distillate fuels. We look forward to delivering this project and continuing our relationship with Bechtel and FortisBC to
support their LNG growth initiatives,” commented 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, market trends, performance, and other information that is not historical in nature. These statements are made based on
Chart’s expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ
materially, such as 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, reliance on
the availability of key supplies and services, pricing and availability of raw materials, and modification or cancellation of
customer contracts. For a discussion of these and additional factors that could cause actual results to differ from forward-looking
statements, see Chart's filings with the Securities and Exchange Commission, including Item 1A - Risk Factors, of Chart's most
recent Annual Report on Form 10-K. Chart undertakes no obligation to update or revise any forward-looking statement.
Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of
hydrocarbon and industrial gases. The majority of Chart's products are used throughout the liquid gas supply chain for
purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has
domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more
information, visit: http://www.chartindustries.com.
Contact:
Ken Webster
Vice President, Chief Accounting
Officer and Controller
216-626-1216
[email protected]
or
Jim Fischman
Director of Investor Relations and
Financial Planning
216-626-1216
[email protected]
Exhibit 99.3
Chart E&C Receives FLNG Liquefaction Equipment Order from Black & Veatch
Cleveland, Ohio – July 31, 2014 - Chart Industries, Inc. (Chart) (Nasdaq: GTLS) today announced that Black & Veatch has
awarded its wholly-owned subsidiary, Chart Energy & Chemicals, Inc., a contract in excess of $20 million for the supply of
brazed aluminum heat exchangers (BAHX) and cold boxes for the recently announced Golar LNG Limited (Nasdaq: GLNG)
floating liquefied natural gas (FLNG) project. The BAHX will be engineered and manufactured in Chart’s recently expanded La
Crosse, Wisconsin plant and delivered to Chart’s waterside cold box fabrication facility in New Iberia, Louisiana, where they will
be installed in cold boxes before being shipped to Singapore.
The Golar FLNG project involves the conversion of a former LNG carrier, the Hilli, to a floating liquefaction plant. Keppel
Shipyard in Singapore is responsible for the provision of the design, detailed engineering and procurement of the marine systems
and all of the conversion-related construction services. The Hilli will arrive at Keppel Shipyard within 3 to 4 months. This project
represents the second time that Black & Veatch and Chart have teamed together to provide a liquefaction solution for FLNG.
BAHX offers stable and superior thermal and hydraulic performance compared to other heat exchanger technologies. The
resultant compact modular solution is ideal for FLNG applications where space and weight are of paramount importance. BAHX
also have demonstrated superior operational performance and dependability in motion environments.
“We are very pleased that, once again, Black & Veatch has chosen to partner with Chart for the supply of the mission critical heat
exchangers for this key project, further demonstration of BAHX as the preferred technology for LNG,” commented Mike Durkin,
President of Chart Energy & Chemicals.
Black & Veatch is combining its licensed PRICO® LNG technology with its global engineering, procurement and construction
capabilities and will perform process design, detailed engineering, specify and procure topside equipment, and provide
commissioning support.
Certain statements made in this news release are, or imply forward-looking statements, such as statements concerning business
plans, market trends, performance, and other information that is not historical in nature. These statements are made based on
Chart’s expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ
materially, such as 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, reliance on
the availability of key supplies and services, pricing and availability of raw materials, risks associated with international
transactions, and modification or cancellation of customer contracts. For a discussion of these and additional factors that could
cause actual results to differ from forward-looking statements, see Chart's filings with the Securities and Exchange Commission,
including Item 1A - Risk Factors, of Chart's most recent Annual Report on Form 10-K. Chart undertakes no obligation to update
or revise any forward-looking statement.
Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of
hydrocarbon and industrial gases. The majority of Chart's products are used throughout the liquid gas supply chain for
purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has
domestic operations located across the United States and an international presence in Asia, Australia and Europe. For more
information, visit: http://www.chartindustries.com.
Contact:
Ken Webster
Vice President, Chief Accounting
Officer and Controller
216-626-1216
[email protected]
or
Jim Fischman
Director of Investor Relations and
Financial Planning
216-626-1216
[email protected]